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): April 17, 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 April 17, 2002 concerning the Second 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 April 17, 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: April 23, 2002 April 17, 2002 Point of Contact: Charles J.Viater President/CEO MFB Corp. ANNOUNCES QUARTERLY EARNINGS, QUARTERLY DIVIDEND DECLARATION AND STOCK REPURCHASE PROGRAM Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC), parent company of MFB Financial , today reported consolidated net income on an unaudited basis of $371,000 or $0.26 diluted earnings per share for the three months ended March 31, 2002 compared to $809,000 or $0.59 diluted earnings per share for the three months ended March 31, 2001. MFB Corp's consolidated net income for the six months ended March 31, 2002 of $1,270,000 or $0.92 diluted earnings per share increased over the $674,000, or $0.49 diluted earnings per share reported for the same period last year. MFB Corp's earnings for this year represent a return on average common equity of 7.35% and a return on average assets of 0.61%. 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 March 31, 2002. The dividend is payable on May 14, 2002 to holders of record on April 30, 2002. This dividend will be the 24th consecutive quarter of dividends paid to shareholders. Mr Viater commented, "We are committed to generating long term value to our shareholders and the payment of dividends is part of that commitment." MFB Corp. also announced today that the Board of Directors has approved the repurchase, from time to time, on the open market of up to 10% of the Corporation's outstanding shares of common stock, without par value, or approximately 130,000 shares. Such purchases will be made subject to market conditions in open market or block transactions. Repurchases may begin as early as April 22, 2002. According to Mr. Viater, the Board believes that the Corporation's shares are currently undervalued by the market and that open market purchases will have the potential effect of enhancing the book value per share and the potential for growth in earnings per share of the Corporation's remaining outstanding shares. MFB Corp's net interest income before provision for loan losses for the three month period ended March 31, 2002 totaled $2.9 million compared to $3.0 million for the same period last year. Total interest income for the second quarter decreased $1.3 million and total interest expense decreased $1.2 million from the second quarter last year. These declines were the result of the overall decline in interest rates. The provision for loan losses for the second quarter ended March 31, 2002 was $452,000 compared to $150,000 for the second quarter last year. Noninterest income increased 26.0% from $605,000 for the second quarter last year to $762,000 for this year. Significant growth occurred in deposit fees and gains on sales of mortgage loans. Noninterest expense increased 19.5% from $2.2 million for the second quarter last year to $2.7 million for this year primarily due to increases in salaries and employee benefits, occupancy and equipment, and data processing expense. MFB Corp's total assets of $421.6 million as of March 31,2002 were 2.3% higher than the $412.0 million last year. Total loans at March 31, 2002 of $309.6 million represented a decline of $3.8 million from last year. Investment securities increased from $49.9 million at March 31, 2001 to $61.0 million at March 31, 2002. Total liabilities increased 2.2% from $378.6 million at March 31, 2001 to $387.0 million at March 31, 2002. Total deposits decreased slightly from $253.6 million last year to $253.5 million this year. Federal Home Loan Bank advances increased from $114.8 million last year to $119.3 million this year. Total shareholders' equity increased 3.7% from $33.4 million as of March 31, 2001 to $34.6 million at March 31, 2002. MFB Corp's equity to asset ratio was 8.21% at March 31, 2002 compared to 8.10% last year. The book value of MFB Corp. stock increased from $24.69 at March 31, 2001 to $25.90 at March 31, 2002. MFB Corp's reserve for loan losses at March 31, 2002 was 1.09% of loans compared to 1.17% at March 31, 2001. The ratio of nonperforming assets to loans was 1.30% at March 31, 2002 compared to 0.92% at March 31, 2001. MFB Corp. recorded partial charge offs on two large credits totaling $1.9 million during the second quarter ending March 31, 2002. A provision of $1.8 million to the loan loss reserve was provided on one of these credits during the first quarter of 2001. ... 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. The foregoing discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties. A number of factors could cause results to differ materially from the objectives and estimates expressed in such forward-looking statements. These factors include, but are not limited to, changes in economic conditions in the company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the company's market area, and competition, all or some of which could cause actual results to differ materially from historical earnings and those presently anticipated or projected. These factors should be considered in evaluating any forward-looking statements, and undue reliance should not be placed on such statements. The Corporation does not undertake and specifically disclaims any obligation to update any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements MFB CORP. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) March 31, 2002 and March 31, 2001 (in thousands, except share information) March 31, March 31, 2002 2001 ASSETS Cash and due from financial institutions $ 11,458 $ 10,525 Interest-bearing deposits in other financial institutions - short term 20,853 18,621 Total cash and cash equivalents 32,311 29,146 Interest-bearing time deposits in other financial institutions 1,000 2,500 Securities available-for-sale 61,041 49,895 Federal Home Loan Bank (FHLB) stock, at cost 6,308 6,308 Loans held for sale 1,236 1,810 Loans receivable 309,571 313,402 Less: allowance for loan losses (3,388) (3,680) Loans receivable, net 306,183 309,722 Accrued interest receivable 1,803 1,852 Premises and equipment, net 4,948 5,060 Mortgage servicing rights, net of accumulated amortization of $420 at 3/31/2002 and $129 at 3/31/2001 1,396 747 Investment in limited partnership 2,785 2,915 Other assets 2,583 2,059 Total Assets $421,594 $412,014 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits $ 15,395 $ 13,194 Savings, NOW and MMDA deposits 81,025 69,373 Other time deposits 157,109 171,024 Total deposits 253,529 253,591 Securities sold under agreements to repurchase 11,363 7,244 Federal Home Loan Bank advances 119,335 114,802 Advances from borrowers for taxes and insurance 1,592 1,989 Accrued expenses and other liabilities 1,157 1,017 Total Liabilities 386,976 378,643 Shareholders' Equity Common Stock, 5,000,000 shares authorized; shares issued: 1,689,417 - 3/31/02 and 3/31/01 shares outstanding: 1,336,839 - 3/31/02, 1,351,789 - 3/31/01 12,940 13,037 Retained earnings - substantially restricted 30,084 28,123 Accumulated other comprehensive income (loss), net of tax (646) (307) Treasury Stock, 352,578 common shares - 3/31/02 337,628 common shares - 3/31/01 (7,760) (7,482) Total shareholders' equity 34,618 33,371 Total Liabilities and Shareholders' Equity $421,594 $412,014 MFB CORP. AND SUBSIDIARY Consolidated Statements of Income (Unaudited) Three Months and Six Months Ended March 31, 2002 and 2001 (in thousands, except per share information) Three Months Ended Six Months Ended March 31, March31, March 31, March 31, 2002 2001 2002 2001 Total interest income $6,304 $7,616 $13,029 $15,357 Total interest expense 3,442 4,622 7,158 9,258 Net interest income 2,862 2,994 5,871 6,099 Provision for loan losses 452 150 685 2,107 Net interest income after provision for loan losses 2,410 2,844 5,186 3,992 Total non-interest income 762 605 1,742 1,268 Total non-interest expense 2,666 2,231 5,016 4,279 Income before income taxes 506 1,218 1,912 981 Income tax expense 135 409 642 307 Net Income $371 $809 $1,270 $674 Basic Earnings per common share $ .28 $ .60 $ .95 $ .50 Diluted Earnings per common share $ .26 $ .59 $ .92 $ .49