UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934
Date of Report(Date of earliest event reported): JULY 11, 1996
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 11, 1996 concerning the Board of Directors'
approval of up to five (5%) of the Registrant's outstanding shares
of Common Stock is incorporated herein by reference and is attached
hereto as Exhibit 1.
Pursuant to General Instruction F to Form 8-K, the press
release issued July 17, 1996 concerning the initial cash dividend
announcement is incorporated herein by reference and is attached
hereto as Exhibit 2.
Item. 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 1 - Press Release dated July 11, 1996.
Exhibit 2 - Press Release dated July 17, 1996.
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 authorzed.
Timothy C. Boenne, Vice President
Dated August 2, 1996
EXHIBIT
1
July 11, 1996
Point of Contact: Charles J. Viater
MFB Corp. ANNOUNCES THIRD QUARTER EARNINGS
AND STOCK REPURCHASE PROGRAM
Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC), (the
"Corporation"), parent company of Mishawaka Federal Savings (the
"Bank"), today reported consolidated net income of $424,000 for
the three months ended June 30, 1996, compared to $313,000 for
the comparative period ended June 30, 1995, an increase of
35.5%. Net income for the nine months ended June 30, 1996 was
$1,172,000 compared to $997,000 for the nine months ended June
30, 1995, an increase of 17.6%.
Net interest income for the most recent three month and nine
month periods totaled $1.58 million and $4.41 million
respectively compared to $1.38 million and $4.25 million for the
same periods one year ago. During the three months ended June
30, 1996 total interest income increased by $508,000 compared to
the same period one year ago primarily as a result of the
increase in earning assets. Total interest expense increased
$307,000 reflecting the growth in savings account deposits as
well as the cost of borrowed funds. For the nine months ended
June 30, 1996 total interest income increased $1,009,000 while
total interest expense increased $847,000.
Noninterest income increased from $80,000 for the three months
ended June 30, 1995 to $91,000 for the most recent three month
period. Noninterest expense increased from $935,000 during the
three months ended June 30, 1995 to $963,000 during the three
months ended June 30, 1996. This expense increase is primarily
related to increased advertising spending. For the nine month
period ended June 30, 1996 noninterest expense decreased to
$2.76 million from $2.83 million for the same period one year
ago.
Primary and fully diluted earnings per share for the three
months and nine months ended
June 30, 1996 were $.22 and $.60 respectively compared to $.15
and $.49 for the comparable periods one year ago.
The Corporation has increased total assets from $187.1 million
at September 30, 1995 to $210.6 million as of June 30, 1996, an
increase of $23.5 million (or 12.6%) during the most recent
nine month period. "Asset growth allows us to better leverage
our capital position and enhance shareholder value," according
to Charles J. Viater, President and CEO of the company. "Loan
demand has been strong," he added. Total net loans have
increased from $121.2 million at September 30, 1995 to $138.8
million at June 30, 1996, an increase of $17.6 million (or
14.5%) during this nine month period. Asset growth has been
funded primarily by growth in total savings deposits of $9.4
million and an increase in net borrowed funds of $17.5 million
during the nine months ended
June 30, 1996.
While achieving this 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, 1996 was .06% compared to .17% as of
September 30, 1995.
In addition, the Corporation announced today that the Board of
Directors has approved the repurchase, from time to time, on the
open market of up to 98,699 of the Corporation's outstanding
shares of common stock, without par value, a number of shares
equal to 5% of its outstanding shares. Such purchases will be
made subject to market conditions in the open market or block
transactions. Repurchases may begin immediately, as the required
regulatory approval has been received. Viater indicated that the
Board of Directors approved the repurchase program based on the
current price level of the Corporation's common stock and the
strong capital position of Mishawaka Federal Savings. He added
that "the repurchase of our shares will benefit both our
shareholders and the company and is consistent with our ongoing
efforts to improve shareholder value." The Board believes that
the Corporation's shares are from time to time undervalued by
the market and this program will have the effect of enhancing
the book value per share and the potential for growth in
earnings per share on the Corporation's remaining outstanding
shares.
MFB CORP. AND SUBSIDIARY
Consolidated Balance Sheets (Unaudited)
June 30, 1996 and September 30, 1995
(in thousands)
June 30, September 30,
1996 1995
ASSETS
Cash and due from financial institutions $ 579 $ 2,063
Interest-earning deposits in other financial institutions
646 5,391
Cash and cash equivalents 1,225 7,454
Interest-earning time deposits in other financial
institutions 991 1,880
Securities available-for-sale 40,267 ---
Securities held-to-maturity --- 40,117
Other securities - Federal Home Loan Bank stock 1,336 1,271
Mortgage-backed and related securities
available-for-sale 24,780 ---
Mortgage-backed and related securities held-to-maturity ---
11,905
Total loans 139,095 121,491
Less allowance for loan losses (333) (310)
Loans receivable, net 138,762 121,181
Accrued interest receivable 857 818
Premises and equipment, net 1,939 1,977
Other assets 402 462
Total Assets $210,559 $187,065
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits $153,962 $144,552
Advances from borrowers for taxes and insurance 1,129 2,169
Borrowed Funds 17,500 ---
Accrued expenses and other liabilities 277 2,345
Total Liabilities 172,868 149,066
Shareholders' Equity
Common Stock 18,284 19,657
Retained earnings 20,904 19,732
Employee stock ownership plan (950) (1,100)
Recognition and retention plans (210) (290)
Net unrealized depreciation on securities available-for sale,
net of tax (337) ---
Total shareholders' equity 37,691 37,999
Total Liabilities and Shareholders'
Equities $210,559 $187,065
MFB CORP. AND SUBSIDIARY
Consolidated Statement of Income (Unaudited)
Three Months and Nine Months Ended June 30, 1996 and 1995
(in thousands)
Three Months Ended June 30, Nine Months Ended June 30,
1996 1995 1996 1995
Total interest income $3,633 $3,125 $10,248 $9,239
Total interest expense 2,050 1,743 5,816 4,969
Net interest income 1,583 1,382 4,432 4,270
Provision for loan losses 8 7 23 23
Net interest income after provision for loan
losses 1,575 1,375 4,409 4,247
Total noninterest income 91 80 295 236
Total noninterest expense 963 935 2,758 2,827
Income before income taxes 703 520 1,946 1,656
Income tax expense 279 207 774 659
Net Income $424 $313 $1,172 $997
Earnings per common and common equivalent share $ .22 $
.15 $ .60 $ .49
Earnings per share assuming full dilution $ .22 $ .15 $
.60 $ .49
EXHIBIT 2
July 17, 1996 Point of Contact: Charles J. Viater
MFB Corp. ANNOUNCES DIVIDEND
Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC), (the "Corporation"), parent
company of Mishawaka Federal Savings (the "Bank") based in Mishawaka, Indiana
announced today that the Corporation has declared a cash dividend of $.06 on
each share of its Common Stock for the quarter ended June 30, 1996. The
dividend is payable on August 20, 1996 to holders of record on August 6, 1996.
"This initial dividend is part of our ongoing effort to reward our
shareholders for the confidence they have shown in the Bank over the years"
according to Charles J. Viater, President and CEO of both the Corporation and
the Bank. "We trust that this action today will serve to reinforce that
confidence." The Bank is a wholly owned subsidiary of MFB Corp. with assets of
$211 million as of June 30, 1996.