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): October 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 October 18, 2001 concerning the Fourth 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 October 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: October 23, 2001 October 18, 2001 Point of Contact: Charles J.Viater President/CEO MFB Corp. ANNOUNCES FOURTH QUARTER AND ANNUAL EARNINGS AND QUARTERLY DIVIDEND DECLARATION 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 $496,000 or $.36 diluted earnings per share for the three months ended September 30, 2001 compared to $558,000 or $.40 diluted earnings per share for the three months ended September 30, 2000. Net income on an unaudited basis for the fiscal year ended September 30, 2001 was $1.9 million or $1.39 diluted earnings per share compared to $2.8 million or $2.00 diluted earnings per share for the comparable period ended September 30, 2000. Net interest income after provision for loan losses for the most recent three and twelve month periods totaled $2.2 million and $8.9 million compared to $2.4 million and $10.9 million for the same periods one year ago. During the twelve months ended September 30, 2001 total interest income increased by $1.5 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 due to interest rate decreases during the year. In the past twelve months, commercial loan receivables increased $14.5 million and consumer loan receivables, which include home equity term loans and lines of credit, increased $1.8 million, while residential mortgage loan receivables decreased $21.9 million. Short-term interest-bearing deposits and interest-bearing time deposits in other financial institutions also increased $23.6 million during the fiscal year ended September 30, 2001. Total interest expense increased $1.5 million during the twelve months ended September 30, 2001, as compared to the same period a year ago, reflecting the growth in deposits and FHLB advances. For the three months ended September 30, 2001, total interest income decreased $480,000 while total interest expense decreased $292,000 compared to the same period one year ago reflecting the lower yields on interest-earnings assets and lower rates paid on interest-bearing liabilities. The bank's provision for loan loss reserves was increased from $1.1 million for the period ended September 30, 2000 to $3.1 million for the period ended September 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 $623,000 and $1.8 million for the three and twelve months ended September 30, 2000 to $759,000 and $2.8 million for the most recent three and twelve 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 $2.1 million during the three months ended September 30, 2000 to $2.3 million during the three months ended September 30, 2001 and from $8.3 million to $8.8 million for the comparable twelve 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 $413.1 million as of September 30, 2001, an increase of $17.1 million (or 4.3%). Total cash and cash equivalents increased $19.7 million from $14.5 million to $34.2 million, total securities available for sale increased $6.3 million from $41.6 million to $47.9 million, and time deposits in other financial institutions increased $1.5 million during the fiscal year ended September 30, 2001. Offsetting these increases was the $11.9 million decrease in total net loans outstanding during this same twelve month period. Total liabilities increased from $363.5 million at September 30, 2000 to $378.7 million at September 30, 2001 primarily as the result of a $7.5 million increase in Federal Home Loan Bank advances, a $5.8 million increase in total deposits from $239.4 million to $245.2 million, and the $1.9 increase in securities sold under repurchase agreements. Total shareholders' equity increased from $32.5 million as of September 30, 2000 to $34.4 million as of September 30, 2001. The increases to equity resulted mainly from $1.9 million in net income and a $961,000 adjustment to reflect the increase in the market value of securities available for sale, net of tax, offset by the repurchase of 34,760 shares of outstanding common stock during the fiscal year at a cost of $647,000 and cash dividend payments of $533,000. Book value per common share was $25.72 at September 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 September 30, 2001 was .63%. 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 September 30, 2001. The dividend is payable on November 13, 2001 to holders of record on October 30, 2001. This dividend will be the 22nd 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) September 30, 2001 and September 30, 2000 (in thousands) September 30, September 30, 2001 2000 ---- ---- ASSETS Cash and due from financial institutions $ 7,229 $ 9,693 Interest-bearing deposits in other financial institutions - short term 26,994 4,851 ----------- ---------- Total cash and cash equivalents 34,223 14,544 Interest-bearing time deposits in other financial institutions 1,500 - Securities available-for-sale 47,860 41,623 Federal Home Loan Bank (FHLB) stock, at cost 6,308 6,308 Loans held for sale, net unrealized losses of $0 at 9/30/01 and $131,618 at 9/30/00 3,074 6,494 Loans receivable, net of allowance for loan losses of $4,632,000 at 9/30/01 and $1,672,000 at 9/30/00 306,981 315,506 Accrued interest receivable 1,774 1,894 Premises and equipment, net 5,100 4,688 Mortgage servicing rights, net 1,069 611 Investment in limited partnership 2,877 2,948 Other assets 2,318 1,387 Total Assets $413,084 $396,003 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits $ 13,895 $ 11,802 Savings, NOW and MMDA deposits 73,082 56,569 Other time deposits 158,202 171,023 ------- ------- Total deposits 245,179 239,394 Securities sold under agreements to repurchase 11,022 9,143 Federal Home Loan Bank advances 119,685 112,152 Advances from borrowers for taxes and insurance 1,599 2,116 Accrued expenses and other liabilities 1,219 684 Total Liabilities 378,704 363,489 Shareholders' Equity Common Stock, 5,000,000 shares authorized; shares issued: 1,689,417 - 9/30/01 and 9/30/00 shares outstanding: 1,336,539 - 9/30/01, 1,358,449 - 9/30/00 13,023 13,136 Retained earnings - substantially restricted 29,089 27,711 Accumulated other comprehensive income (loss), net of tax 45 (916) Treasury Stock, 352,878 common shares - 9/30/01 330,968 common shares - 9/30/00 (7,777) (7,417) -------- ------- Total shareholders' equity 34,380 32,514 ----------- --------- Total Liabilities and Shareholders' Equities $413,084 $396,003 ======== ======== MFB CORP. AND SUBSIDIARY Consolidated Statement of Income (Unaudited) Three Months and Twelve Months Ended September 30, 2001 and 2000 (in thousands) Three Months Ended Twelve Months Ended September 30, September 30, 2001 2000 2001 2000 Total interest income $7,216 $7,696 $29,977 $28,514 Total interest expense 4,246 4,538 17,972 16,473 ----- ----- ------ ------ Net interest income 2,970 3,158 12,005 12,041 Provision for loan losses 729 761 3,097 1,106 ---- ---- ----- ----- Net interest income after provision for loan losses 2,241 2,397 8.908 10,935 Total non-interest income 759 623 2,764 1,845 Total non-interest expense 2,264 2,123 8,811 8,272 ----- ----- ----- ----- Income before income taxes 736 897 2,861 4,508 Income tax expense 240 339 951 1,693 --- --- --- ----- Net Income $496 $558 $1,910 $2,815 ==== ==== ====== ====== Basic Earnings per common share $ .37 $ .41 $ 1.42 $ 2.04 Diluted Earnings per common share $ .36 $ .40 $ 1.39 $ 2.00