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 18, 2001 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 18, 2001 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 18, 2001. 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: August 9, 2001 July 18, 2001 Point Contact: Charles J.Viater President/CEO MFB Corp. ANNOUNCES QUARTERLY EARNINGS AND QUARTERLY DIVIDEND Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC),(the "Corporation"), parent company of MFB Financial (the "Bank"), today reported consolidated net income on an unaudited basis of $740,000 or $.54 diluted earnings per share for the three months ended June 30, 2001 compared to $844,000 or $.61 diluted earnings per share for the three months ended June 30, 2000. Net income for the nine months ended June 30, 2001 was $1.4 million or $1.02 diluted earnings per share compared to $2.3 million or $1.60 diluted earnings per share for the nine months ended June 30, 2000. Net interest income after provision for loan losses for the most recent three and nine month periods totaled $2.7 million and $6.7 million compared to $2.9 million and $8.5 million for the same periods one year ago. During the nine months ended June 30, 2001 total interest income increased by $1.9 million compared to the same period one year ago, primarily as a result of increased volumes of commercial and consumer loans receivables, offset by lower yields generated on these loans related to interest rate decreases in the period. In the past nine months, commercial loan receivables increased $8.4 million and consumer loan receivables, which include home equity term loans and lines of credit, increased $1.2 million, while residential mortgage loan receivables decreased $15.2 million. Total interest expense increased $188,000 during the three months ended June 30, 2001, as compared to the same period a year ago, reflecting the growth in deposits and FHLB advances. For the nine months ended June 30, 2001, total interest expense increased $1.8 million. The bank's provision for loan loss reserves was increased from $345,000 for the period ended June 30, 2000 to $2.4 million for the period ended June 30, 2001. The current year's provision includes a one-time addition of $1.8 million ($1.1 million after tax) that was established in December 2000 as a result of a Chapter 11 bankruptcy filing by a commercial borrower. Noninterest income increased from $569,000 and $1.2 million for the three and nine months ended June 30, 2000 to $743,000 and $2.0 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, and net realized gains from loan sales. Noninterest expenses increased from $2.2 million during the three months ended June 30, 2000 to $2.3 million during the three months ended June 30, 2001 and from $6.1 million to $6.5 million for the comparable nine month periods. The noninterest expense increases are primarily attributable to staffing increases and expenses incurred in the offering of additional services to the Bank's customers. The Corporation has increased total assets from $396.0 million as of September 30, 2000 to $418.5 million as of June 30, 2001, an increase of $22.5 million (or 5.7%). Total cash and cash equivalents increased $14.6 million from $14.5 million to $34.0 million, total securities available for sale increased $10.2 million from $41.6 million to $51.8 million, and time deposits in other financial institutions increased $2.5 million during the nine month period ended June 30, 2001. Offsetting these increases was the $11.0 million decrease in total net loans outstanding during this same nine month period. Total liabilities increased from $363.5 million at September 30, 2000 to $384.8 million at June 30, 2001 primarily as the result of the $12.9 million increase in total deposits from $239.4 million to $252.3 million and the $7.5 million increase in Federal Home Loan Bank advances during the same period. Accrued expenses and other liabilities increased $3.4 million from September 30, 2000 to June 30, 2001 due to the recognition of commitments to purchase securities totaling $3.0 million at June 30, 2001. Securities sold under repurchase agreements decreased $1.3 million during the same nine month period. Total shareholders' equity increased from $32.5 million as of September 30, 2000 to $33.8 million as of June 30, 2001 mainly from net income of $1.4 million and a $641,000 adjustment to reflect the increase in the market value of securities available for sale, net of tax. These increases were offset by the repurchase of 30,760 shares of outstanding common stock during this period at a cost of $564,000 and cash dividend payments of $400,000. Book value per common share was $25.21 at June 30, 2001 compared to $23.93 at September 30, 2000. While achieving substantial growth, the Corporation maintains asset quality that compares favorably to its industry peer group. The ratio of nonperforming assets to total assets at June 30, 2001 was .67%. In addition, MFB Corp. announced today that the Corporation has declared a cash dividend of $ .10 per share of Common Stock for the quarter ended June 30, 2001. The dividend is payable on August 14, 2001 to holders of record on July 31, 2001. This dividend will be the 21st consecutive quarter of dividends paid to shareholders. The Bank is a wholly owned subsidiary of MFB Corp. providing retail and small business financial services to the Michiana area through its seven banking centers located in St. Joseph and Elkhart counties. MFB CORP. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) June 30, 2001 and September 30, 2000 (in thousands) June 30, September 30, 2001 2000 ASSETS Cash and due from financial institutions $ 13,386 $ 9,693 Interest-bearing deposits in other financial institutions - short term 20,671 4,851 Total cash and cash equivalents 34,057 14,544 Interest-bearing time deposits in other financial institutions 2,516 - Securities available-for-sale 51,814 41,623 Federal Home Loan Bank (FHLB) stock, at cost 6,308 6,308 Loans held for sale, net unrealized losses of $3,712 at 6/30/01 and $131,618 at 9/30/00 3,097 6,494 Loans receivable, net of allowance for loan losses of $3,805,000 at 6/30/01 and $1,672,000 at 9/30/00 307,862 315,506 Accrued interest receivable 1,830 1,894 Premises and equipment, net 5,219 4,688 Mortgage servicing rights, net 921 611 Investment in limited partnership 2,885 2,948 Other assets 2,038 1,387 Total Assets $ 418,547 $396,003 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits $ 13,230 $ 11,802 Savings, NOW and MMDA deposits 74,980 56,569 Other time deposits 164,042 171,023 Total deposits 252,252 239,394 Securities sold under agreements to repurchase 7,860 9,143 Federal Home Loan Bank advances 119,685 112,152 Advances from borrowers for taxes and insurance 866 2,116 Accrued expenses and other liabilities 4,117 684 Total Liabilities 384,780 363,489 Shareholders' Equity Common Stock, 5,000,000 shares authorized; shares issued: 1,689,417 - 6/30/01 and 9/30/00 shares outstanding: 1,339,289 - 6/30/01, 1,358,449 - 9/30/00 13,037 13,136 Retained earnings - substantially restricted 28,727 27,711 Accumulated other comprehensive income (loss), net of tax (275) (916) Treasury Stock, 350,128 common shares - 6/30/01 330,968 common shares - 9/30/00 (7,722) (7,417) Total shareholders' equity 33,767 32,514 Total Liabilities and Shareholders' Equities $418,547 $396,003 MFB CORP. AND SUBSIDIARY Consolidated Statement of Income (Unaudited) Three Months and Nine Months Ended June 30, 2001 and 2000 (in thousands) Three Months Ended June 30, Nine Months Ended June30, 2001 2000 2001 2000 Total interest income $7,398 $7,405 $22,761 $20,818 Total interest expense 4,467 4,279 13,726 11,935 Net interest income 2,931 3,126 9,035 8,883 Provision for loan losses 261 190 2,368 345 Net interest income after provision for loan losses 2,670 2,936 6,667 8,538 Total non-interest income 743 569 2,006 1,222 Total non-interest expense 2,268 2,160 6,547 6,149 Income before income taxes 1,145 1,345 2,126 3,611 Income tax expense 405 501 712 1,354 Net Income $740 $844 $1,414 $2,257 Basic Earnings per common share $ .55 $ .62 $ 1.05 $ 1.63 Diluted Earnings per common share $ .54 $ .61 $ 1.02 $ 1.60