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 26, 1998 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 January 26, 1998 concerning the First 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 26, 1998. 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: February 10, 1998 Exhibit 1 January 26, 1998 Point of Contact: Charles J. Viater MFB CORP. ANNOUNCES FIRST QUARTER EARNINGS AND INCREASED QUARTERLY DIVIDEND Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC),(the "Corporation"), parent company of MFB Financial (the "Bank"), today reported consolidated net income of $502,000 or $.32 per share for the three months ended December 31, 1997, compared to $476,000 or $.27 per share for the three months ended December 31, 1996, an increase of 5.5%. Net interest income after provision for loan losses for the most recent three month period totaled $2.0 million compared to $1.8 million for the same period one year ago. During the three months ended December 31, 1997 total interest income increased by $712,000 compared to the same period one year ago, primarily as a result of a $28.9 million increase in first mortgage loan receivables and a $13.6 million increase in commercial and consumer loan receivables. Total interest expense increased $479,000 reflecting the growth in savings account deposits and borrowed funds. Noninterest income increased from $113,000 for the three months ended December 31, 1996 to $165,000 for the most recent three month period, while noninterest expense increased from $1.1 million to $1.3 million for the comparable periods. The $52,000 noninterest income increase is primarily related to gains realized on the sale of mortgage loans during the period, servicing income retained on those sold loans, and fees generated through increased deposit account relationships and additional services offered to the bank's customers. The noninterest expense increases are primarily attributable to increased compensation and building expenses during the quarter ended December 31, 1997. The Corporation has increased total assets from $255.9 million as of September 30, 1997 to $264.1 million as of December 31, 1997, an increase of $8.2 million (or 3.2%). Total net loans have increased from $200.9 million at September 30, 1997 to $208.2 million at December 31, 1997, an increase of $7.3 million (or 3.6%). The loan growth has been funded primarily by the growth in total savings deposits, the decrease in securities available for sale, and additional borrowings through Federal Home Loan Bank advances. Total shareholders' equity decreased from $33.6 million as of September 30, 1997 to $33.5 million as of December 31, 1997 mainly as a result of the Corporation's repurchase of 23,800 shares of outstanding common stock during this period at a cost of $544,000, along with the payment of cash dividends of $130,000 partially offset by $502,000 in net income for the same period. While achieving 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 December 31, 1997 was .09% compared to .02% as of December 31, 1996. In addition, MFB Corp. announced today that the Corporation has declared a cash dividend of $ .085 on each share of its Common Stock for the quarter ended December 31, 1997. The dividend is payable on February 17, 1998 to holders of record on February 3, 1998. This is a 6.3% increase over the dividend of $ .08 declared in October, 1997. . The Bank is a wholly owned subsidiary of MFB Corp. providing retail and small business financial services to the Michiana area through its main office in Mishawaka and four banking centers located in St. Joseph and Elkhart counties. MFB CORP. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) December 31, 1997 and September 30, 1997 (in thousands) December 31, September 30, 1997 1997 ASSETS Cash and due from financial institutions $ 2,339 $ 2,906 Interest-bearing deposits in other financial institutions 12,929 6,576 Cash and cash equivalents 15,268 9,482 Interest-bearing time deposits in other financial institutions --- --- Securities available-for-sale 34,476 39,628 Federal Home Loan Bank (FHLB) stock, at cost 2,675 2,400 Loans held for sale, net of unrealized losses of $-0- in 1997 5,850 12,671 Loans receivable, net of allowance for loan losses of $385,000 in 1997 and $348,000 in 1996 202,351 188,264 Accrued interest receivable 600 719 Premises and equipment, net 2,762 2,613 Other assets 115 144 TOTAL ASSETS $264,097 $255,921 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits $ 2,356 $ 2,047 Savings, NOW and MMDA deposits 39,631 38,130 Other time deposits 131,444 131,710 Total deposits 173,431 $171,887 Securities sold under agreements to repurchase 1,695 389 Advances from borrowers for taxes and insurance 905 1,854 FHLB advances 53,500 47,500 Accrued expenses and other liabilities 1,031 741 Total Liabilities 230,562 222,371 Shareholders' Equity Common Stock 13,174 13,108 Retained earnings - substantially restricted 22,409 22,038 Unearned Employee Stock Ownership Plan (ESOP) shares (610) (665) Unearned Recognition and Retention Plan (RRP) shares (96) (115) Net unrealized appreciation (depreciation) on securities available-for sale, net of tax 91 73 Treasury Stock, 38,850 common shares, at cost (1,433) (889) --- Total shareholders' equity 33,535 33,550 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITIES $264,097 $255,921 MFB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996 (in thousands) Three Months Ended December 31, 1997 1996 Total interest income $4,819 $4,107 Total interest expense 2,819 2,339 Net interest income 2,000 1,768 Provision for loan losses 15 7 Net interest income after provision for loan losses 1,985 1,761 Total non-interest income 165 113 Total non-interest expense 1,278 1,084 Income before income taxes 872 790 Income tax expense 370 314 NET INCOME $502 $476 Basic Earnings Per Share $ .32 $ .27