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): January 16, 2002 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 January 16, 2002. 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: January 16, 2002 January 16, 2002 Contact: Charles J.Viater President/CEO MFB Corp. ANNOUNCES FIRST QUARTER EARNINGS AND QUARTERLY DIVIDEND DECLARATION Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC), parent company of MFB Financial, today reported consolidated net income on an unaudited basis of $899,000 or $0.66 diluted earnings per share for the three months ended December 31, 2001 compared to a net loss of $(135,000) or $(0.10) diluted earnings per share for the three months ended December 31, 2000. MFB Corp's earnings for the first quarter this year represent a return on average common equity of 10.30% and a return on average assets of 0.87%. In addition, Charles Viater, President and CEO announced today that the Board of Directors has declared a cash dividend of $ .105 per share of Common Stock for the quarter ended December 31, 2001, a 5% increase over the prior quarter dividend. The dividend is payable on February 12, 2002 to holders of record on January 29, 2002. This dividend will be the 23rd consecutive quarter of dividends paid to shareholders. Mr Viater commented, "Although the current interest rate environment has put downward pressure on net interest margins, MFB continued to produce solid operating results this quarter." MFB Corp's net interest income before provision for loan losses for the three month period ending December 31, 2001 totaled $3.0 million compared to $3.1 million for the same period last year. Total interest income for the first quarter decreased $1.0 million and total interest expense decreased $0.9 million from the first quarter last year. These declines were the result of the overall decline in interest rates. The provision for loan losses for the first quarter ending December 31, 2001 was $232,000 compared to $1.96 million for the first quarter last year. The net loss for the first quarter of last year included an additional $1.8 million ($1.1 million after tax) provision to the loan loss reserve as a result of a Chapter 11 Bankruptcy filing by a commercial customer. Noninterest income increased 46.7% from $661,000 for the first quarter last year to $970,000 for this year. Significant growth occurred in deposit fees, trust fees and gains on sales of mortgage loans. Noninterest expense increased 14.7% from $2.1 million for the first quarter last year to $2.4 million for this year primarily due to increases in salaries and employee benefits and equipment and data processing expense. MFB Corp's total assets of $412.9 million as of December 31, 2001 were 2.9% higher than the $401.4 million last year. Total loans at December 31, 2001 of $304.0 million represented a decline of $13.5 million from last year. Due to increased volume of mortgage loan sales into the secondary market, mortgage loans declined from $197.6 million at December 31, 2000 to $172.8 million at December 31, 2001. Commercial loans increased from $94.7 million last year to $107.1 million this year. Investment securities increased from $45.9 million at December 31, 2000 to $58.1 million at December 31, 2001. Total liabilities increased 2.4% from $369.0 million at December 31, 2000 to $377.9 million at December 31, 2001. Total deposits decreased from $248.7 million last year to $246.8 million this year. Increases occurred in noninterest bearing demand accounts, savings, NOW and MMDA accounts while decreases occurred in time deposits. Federal Home Loan Bank Advances increased from $109.8 million last year to $119.3 million this year. Total shareholder's equity increased 8.0% from $32.4 million at December 31, 2000 to $35.0 million at December 31, 2001. MFB Corp's equity to asset ratio was 8.5% at December 31, 2001 compared to 8.1% last year. The book value of MFB Corp Stock increased from $24.08 at December 31, 2000 to $26.13 at December 31, 2001. MFB Corp's reserve for loan losses at December 31, 2001 increased to 1.60% of loans compared to 1.11% at December 31, 2000. The ratio of nonperforming assets to loans was 0.89% at December 31, 2001 compared to 0.86% at December 31, 2000. MFB Corp's wholly owned bank subsidiary, MFB Financial, provides retail and small business financial services to the Michiana area through its seven banking centers in St. Joseph and Elkhart counties. MFB Financial comprises over 99% of the assets of MFB Corp. MFB CORP. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) December 31, 2001 and December 31, 2000 (in thousands) December 31, December 31, 2001 2000 ---- ---- ASSETS Cash and due from financial institutions $ 13,909 $ 12,260 Interest-bearing deposits in other financial institutions - short term 16,638 10,154 ----------- ----------- Total cash and cash equivalents 30,547 22,414 Interest-bearing time deposits in other financial institutions 1,500 - Securities available-for-sale 58,142 45,927 Federal Home Loan Bank (FHLB) stock, at cost 6,308 6,308 Loans held for sale, net unrealized losses of $-0- at 12/31/01 and $-0- at 12/31/00 4,651 872 Loans receivable 304,011 317,500 Less: allowance for loan losses (4,857) (3,531) ------- ------- Loans receivable, net 299,154 313,969 --------- --------- Accrued interest receivable 1,651 2,279 Premises and equipment, net 5,019 4,743 Mortgage servicing rights, net of accumulated amortization of $359 - 12/31/01 and $106 - 12/31/00 1,249 693 693 611 Investment in limited partnership 2,835 2,922 Other assets 1,808 1,316 Total Assets $412,864 $401,443 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits $ 15,081 $ 12,114 Savings, NOW and MMDA deposits 76,046 64,488 Other time deposits 155,634 172,127 ------- ------- Total deposits 246,761 248,729 ------- ------- Securities sold under agreements to repurchase 10,043 8,465 Federal Home Loan Bank advances 119,335 109,802 Advances from borrowers for taxes and insurance 750 971 Accrued expenses and other liabilities 962 1,054 Total Liabilities 377,851 369,021 Shareholders' Equity Common Stock, 5,000,000 shares authorized; shares issued: 1,689,417 - 12/31/01 and 12/31/00 shares outstanding: 1,339,839 - 12/31/01, 1,346,489 - 12/31/00 12,940 13,130 Retained earnings - substantially restricted 29,854 27,448 Accumulated other comprehensive income (loss), net of tax of $(18) - 12/31/01 and $(351) - 12/31/00 (85) (535) Treasury Stock, 349,578 common shares - 12/31/01 342,928 common shares - 12/31/00, at cost (7,696) (7,621) -------- ------- Total shareholders' equity 35,013 32,422 ----------- --------- Total Liabilities and Shareholders' Equities $412,864 $401,443 ======== ======== MFB CORP. AND SUBSIDIARY Consolidated Statement of Income (Unaudited) Three Months Ended December 31, 2001 and 2000 (in thousands) Three Months Ended December 31, 2001 2000 Total interest income $6,735 $7,744 Total interest expense 3,717 4,637 ----- ----- Net interest income 3,018 3,107 Provision for loan losses 232 1,957 ---- ------ Net interest income after provision for loan losses 2,786 1,150 Total noninterest income 970 661 Total noninterest expense 2,350 2,049 ----- ----- Income before income taxes 1,406 (238) Income tax expense 507 (103) --- ----- Net Income $899 $(135) ==== ====== Basic earnings per common share $ 67 $ ( .10) Diluted earnings per common share .66 ( .10)