UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2000 MFB Corp. (Exact name of registrant as specified in its charter) INDIANA (State or other jurisdiction of incorporation) 0-23374 35-1907258 (Commission File Number) (IRS Employer Identification No.) 121 South Church Street Post Office Box 528 Mishawaka, Indiana 46544 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (219) 255-3146 Item 5. Other Events. Pursuant to General Instruction F to Form 8-K, the press release issued July 19, 2000 concerning the Third Quarter Earnings and cash dividend announcement is incorporated herein by reference and is attached hereto as Exhibit 1. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit 1 -- Press Release dated July 19, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. _______________________________________ Timothy C. Boenne, Vice President Dated: July 26, 2000 July 19, 2000 Point of Contact: Charles J. Viater MFB Corp. ANNOUNCES THIRD QUARTER EARNINGS AND QUARTERLY DIVIDEND Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC),(the "Corporation"), parent company of MFB Financial (the "Bank"), today reported consolidated net income of $844,000 or $ .60 diluted earnings per common share for the three months ended June 30, 2000, compared to $365,000 or $ .25 diluted earnings per common share for the three months ended June 30, 1999, an earnings per share increase of 140.00%. Net income for the nine months ended June 30, 2000 was $2,257,000 or $1.60 diluted earnings per share compared to $1,622,000 or $1.10 diluted earnings per share for the nine months ended June 30, 1999, representing a 45.5% year to date earnings per share increase. Net interest income after provision for loan losses for the most recent three and nine month periods totaled $2.9 million and $8.5 million compared to $2.4 million and $7.0 million for the same periods one year ago. During the three months ended June 30, 2000 total interest income increased by $1.3 million compared to the same period one year ago, primarily as a result of increased volumes of loan receivable, particularly commercial and consumer loans. Commercial and consumer loan receivables, including home equity and second mortgage loans, increased $47.3 million and mortgage loan receivables increased $18.2 million from June 30, 1999 to June 30, 2000. Total interest expense increased $671,000 reflecting the growth in savings account deposits and borrowed funds. For the nine months ended June 30, 2000 total interest income increased $2.8 million while total interest expense increased $1.1 million. Noninterest income increased from $258,000 and $848,000 for the three and nine months ended June 30, 1999 to $569,000 and $1.2 million for the most recent three and nine month periods. These increases are primarily due to fees generated from the increasing number of core deposit account relationships, income generated from the Bank's trust department, net gains from loan sales and the servicing fees retained on these sold loans. Noninterest expenses increased from $2.0 million during the three months ended June 30, 1999 to $2.2 million during the three months ended June 30, 2000, and from $5.1 million to $6.1 million for the comparable six month periods. The noninterest expense increases are primarily attributable to staffing increases, renovated facilities to support lending operations, expenses associated with the opening of a new full service office during the first quarter of 2000, and expenses incurred in the offering of additional services to the Banks' customers. During the quarter ended June 30, 1999, the Bank incurred a $268,000 after tax noninterest expense reflecting the proper recognition of changes in the market value of loans held for sale. The Corporation has increased total assets from $346.5 million as of September 30, 1999 to $390.2 million as of June 30, 2000, an increase of $43.8 million (or 12.6%). Total net loans increased from $277.5 million to $317.0 million during this same nine month period, an increase of $39.5 million (or 14.2%). The loan growth has been funded primarily by the growth in savings and checking account deposits and additional borrowings through Federal Home Loan Bank advances. Total shareholders' equity increased from $31.2 million as of September 30, 1999 to $32.2 million as of June 30, 2000 mainly from net income of $2.3 million offset by the repurchase of 49,600 shares of outstanding common stock during this period at a cost of $870,000 and cash dividend payments of $393,000. While achieving substantial growth, the Corporation continues to maintain asset quality that compares favorably to its industry peer group. The ratio of nonperforming assets to total assets as of June 30, 2000 was .01% compared to .07% as of June 30, 1999. In addition, MFB Corp announced today that the Corporation has declared a cash dividend of $ .095 per share of Common Stock for the quarter ended June 30, 2000. The dividend is payable on August 15, 2000 to holders of record on August 1, 2000. The Bank is a wholly owned subsidiary of MFB Corp. providing retail and small business financial services to the Michiana area through its main office in Mishawaka and six banking centers located in St. Joseph and Elkhart counties. MFB CORP. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) June 30, 2000 and September 30, 1999 (in thousands) June 30, September 30, 2000 1999 ASSETS Cash and due from financial institutions $ 9,951 $ 6,316 Interest-bearing deposits in other financial institutions - short term 2,175 5,746 Total cash and cash equivalents 12,126 12,062 Interest-bearing time deposits in other financial institutions - 1,000 Securities available-for-sale 24,807 38,170 Securities held to maturity 18,750 3,984 Federal Home Loan Bank (FHLB) stock, at cost 6,308 5,511 Loans held for sale, net - 8,062 Loans receivable, net 316,965 269,464 Accrued interest receivable 2,065 1,364 Premises and equipment, net 4,617 4,414 Mortgage Servicing Rights, net 529 412 Investment in limited partnership 2,974 1,213 Other assets 1,071 798 Total Assets $390,212 $346,454 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits $ 12,179 $ 7,358 Savings, NOW and MMDA deposits 58,048 52,409 Other time deposits 160,552 141,640 Total deposits 230,779 201,407 Securities sold under agreements to repurchase 6,803 6,566 Other borrowings 118,152 104,226 Advances from borrowers for taxes and insurance 1,218 2,111 Accrued expenses and other liabilities 1,105 962 Total Liabilities 358,057 315,272 Shareholders' Equity Common Stock, 5,000,000 shares authorized; shares issued: 1,689,417 - 6/30/00 and 9/30/99 shares outstanding: 1,370,449 - 6/30/00, 1,420,049 - 9/30/99 13,092 13,016 Retained earnings - substantially restricted 27,284 25,420 Accumulated other comprehensive income (loss), net of tax (965) (718) Unearned Employee Stock Ownership Plan (ESOP) shares (73) (223) Treasury Stock, 318,968 common shares - 6/30/00 269,368 common shares - 9/30/99 (7,183) (6,313) Total shareholders' equity 32,155 31,182 Total Liabilities and Shareholders' Equities $390,212 $346,454 MFB CORP. AND SUBSIDIARY Consolidated Statement of Income (Unaudited) Three Months and Nine Months Ended June 30, 2000 and 1999 (in thousands) Three Months Ended Nine Months Ended June 30, June 30, 2000 1999 2000 1999 Total interest income $7,405 $6,075 $20,818 $17,992 Total interest expense 4,279 3,608 11,935 10,823 Net interest income 3,126 2,467 8,883 7,169 Provision for loan losses 190 65 345 155 Net interest income after provision for loan losses 2,936 2,402 8,538 7,014 Total non-interest income 569 258 1,222 848 Total non-interest expense 2,160 2,023 6,149 5,084 Income before income taxes 1,345 637 3,611 2,778 Income tax expense 501 272 1,354 1,156 Net Income $844 $365 $2,257 $1,622 Basic Earnings per common share $ .62 $ .26 $ 1.63 $ 1.14 Diluted Earnings per common share $ .60 $ .25 $ 1.60 $ 1.10