UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________________ TO ____________________ COMMISSION FILE NUMBER: 0-23374 MFB CORP. (Exact name of registrant as specified in its charter) INDIANA 35-1907258 State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification Number) 121 SOUTH CHURCH STREET P.O. BOX 528 MISHAWAKA, INDIANA 46546 (Address of principal executive offices, including Zip Code) (219) 255-3146 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No The number of shares of the registrant's common stock, without par value, outstanding as of December 31, 1997 was 1,626,767. MFB CORP. AND SUBSIDIARY FORM 10-Q INDEX PAGE NO. PART I. FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Consolidated Balance Sheets, (Unaudited) December 31, 1997 and September 30, 1997 			 3 Consolidated Statements of Income, (Unaudited) Three months ended December 31, 1997 and 1996 4 Consolidated Statements of Changes in Shareholders' Equity, (Unaudited) Three months ended December 31, 1997 and 1996 5 Consolidated Statements of Cash Flows, (Unaudited) Three months ended December 31, 1997 and 1996 6 Notes to Unaudited Consolidated Financial Statements December 31, 1997 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION 13 Items 1-6. 13 Signatures 14 2 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 - short-term 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- 5,850 12,671 Loans receivable, net of allowance for loan losses 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 LIABIILITIES AND SHAREHOLDERS' EQUITY Liabilities 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 FHLB advances 53,500 47,500 Advances from borrowers for taxes and insurance 905 1,854 Accrued expenses and other liabilities 1,031 741 Total liabilities 230,562 222,371 Shareholders' equity Common stock $ 13,174 $ 13,108 Treasury Stock (1,433) ( 889) Retained earnings - substantially restricted 22,409 22,038 Net unrealized appreciation (depreciation) on securities available for sale, net of tax 91 73 Unearned Employee Stock Ownership Plan (ESOP) Shares (610) (665) Unearned Recognition and Retention Plan (RRP) Shares (96) (115) Total shareholders' equity 33,535 33,550 Total liabilities and shareholders' equity $ 264,097 $ 255,921 See accompanying notes to (unaudited) consolidated financial statements. 3 MFB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three months ended December 31, 1997 and 1996 (In thousands) Three Months Ended December 31, 1997 1996 INTEREST INCOME Loans receivable First mortgage loans $ 3,581 $ 2,957 Consumer and other loans 192 104 Financing leases and commercial loans 269 61 Securities - taxable 651 949 Other interest-earning assets 126 36 4,819 4,107 INTEREST EXPENSE Deposits 2,124 2,008 Securities sold under agreements to repurchase 6 - FHLB advances 689 331 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 Noninterest income Insurance commissions 39 37 Brokerage commissions 5 - Net realized gains from sales of securities available for sale 8 4 Net realized gains from sales of loans 17 - Other 96 72 Total noninterest income 165 113 Noninterest expense Salaries and employee benefits 770 606 Occupancy and equipment expense 161 125 SAIF deposit insurance premium 26 89 Other expense 321 264 Total noninterest expense 1,278 1,084 INCOME BEFORE INCOME TAXES 872 790 Income tax expense 370 314 NET INCOME $ 502 $ 476 Basic Earnings per common share $ 0.32 $ 0.28 Diluted Earnings per common share $ 0.30 $ 0.27 See accompanying notes to (unaudited) consolidated financial statements. 4 MFB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) Three months ended December 31, 1997 and 1996 (In thousands) 								 		 Net Unrealized 							 		 Depreciation Unearned Unearned on Securities Total Common Retained ESOP RRP Available- Treasury Shareholders' STOCK EARNINGS SHARES SHARES FOR-SALE STOCK EQUITY THREE MONTHS ENDED DECEMBER 31, 1996 Balance-October 1, 1996 $ 18,316 $ 20,589 $( 894) $( 192) $( 220) $ - $ 37,599 Effect of contribution to fund ESOP - - 50 - - - 50 Market adjustment of ESOP shares committed to be released 37 - - - - - 37 Amortization of RRP contribution - - - 19 - - 19 Issuance of 2500 shares of common stock - exercise of stock option 25 - - - - - 25 Purchase and retirement of 199,963 shares of common stock (3,734) - - - - - (3,734) Cash dividends declared -$.08/share - (143) - - - - (143) Net change in unrealized appreciation on securities available-for-sale, net of tax - - - - 143 - 143 Net income for the three months ended December 31, 1996 - 476 - - - - 476 Balance at December 31, 1996 $ 14,644 $ 20,922 $ (844) $ (173) $ ( 77) $ - $ 34,472 THREE MONTHS ENDED DECEMBER 31, 1997 Balance-October 1, 1997 $ 13,108 $ 22,038 $( 665) $( 115) $ 73 $ (889) $ 33,550 Effect of contribution to fund ESOP - - 55 - - - 55 Market adjustment of 19,513 ESOP shares committed to be released 66 - - - - - 66 Amortization of RRP contribution - - - 19 - - 19 Purchase of 23,800 shares of treasury stock - - - - - (544) (544) Cash dividends declared -$.08/share - (130) - - - - (130) Net change in unrealized appreciation (depreciation) on securities available-for-sale net of tax - - - - 17 - 17 Net income for the three months ended December 31, 1997 - 502 - - - - 502 Balance at December 31, 1997 $ 13,174 $ 22,410 $ (610) $ (96) $ 90 $ (1,433) $ 33,535 See accompanying notes to (unaudited ) consolidated financial statements. 5 MFB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three months ended December 31, 1997 and 1996 (In thousands) Three Months Ended December 31 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 502 $ 476 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization, net of accretion 60 191 Amortization of RRP contribution 19 19 Provision for loan losses 15 7 Market adjustment of ESOP shares 65 37 ESOP expense 55 50 Net realized gains from sales of securities available for sale ( 8) (4) Proceeds from sale of loans held for sale 6,426 - Net realized gains from sale of loans held for sale (17) - Net change in: Accrued interest receivable 118 146 Other assets 29 369 Accrued expenses and other liabilities 279 (865) Total adjustments 7,041 (50) Net cash from operating activities 7,543 426 CASH FLOWS FROM INVESTING ACTIVITIES Net change in loans receivable (13,690) (13,744) Purchase of: Securities available-for-sale (9,410) (7,461) FHLB stock (275) - Premises and equipment, net (225) (301) Proceeds from: Maturities of securities available for sale 9,912 10,300 Principal payments of mortgage-backed and related securities 1,777 433 Sales of securities available for sale 2,926 12,119 Net change in interest-bearing time deposits in other financial institutions - 297 Net cash from investing activities (8,985) 1,643 (CONTINUED) 6 MFB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Three months ended December 31, 1997 and 1996 (In thousands) Three Months Ended December 31, 1997 1996 CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits 1,544 2,612 Net change in securities sold under agreements to repurchase 1,306 - Net change in advances from borrowers for taxes and insurance (949) (983) Proceeds from stock option exercise - 25 Purchase of MFB Corp. common stock (544) (3,734) Net proceeds from Federal Home Loan Bank advances 6,000 500 Cash dividends paid (130) (143) Net cash from financing activities 7,227 (1,723) Net change in cash and cash equivalents 5,785 346 Cash and cash equivalents at beginning of period 9,483 1,734 Cash and cash equivalents at end of period $ 15,268 $ 2,080 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for Interest on deposits $ 2,781 $ 2,327 Income taxes 57 44 See accompanying notes to (unaudited) consolidated financial statements 7 MFB CORP. AND SUBSIDIARY NOTES TO (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS December 31, 1997 NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES NATURE OF OPERATIONS: MFB Corp. is an Indiana corporation organized in December, 1993, to become a unitary savings and loan holding company. MFB Corp. became a unitary savings and loan holding company upon the conversion of Mishawaka Federal Savings (the "Bank") from a federal mutual savings and loan association to a federal stock savings bank in March, 1994. On November 1, 1996, the Bank officially changed its name to MFB Financial. MFB Corp. is the sole shareholder of the Bank. MFB Corp. and the Bank (collectively referred to as the "Company") conduct business from their main office in Mishawaka, Indiana, and five branch locations in St. Joseph and Elkhart Counties of Indiana. The Bank offers a variety of lending, deposit and other financial services to its retail and commercial customers. The Bank's wholly-owned subsidiary, Mishawaka Financial Services, Inc., is engaged in the sales of credit life, general fire and accident, car, home, and life insurance as agent for the Bank's customers and the general public. BASIS OF PRESENTATION: The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures required by generally accepted accounting principles for complete presentation of financial statements. In the opinion of management, the consolidated financial statements contain all adjustments necessary to present fairly the consolidated balance sheets of MFB Corp. and its subsidiary MFB Financial as of December 31, 1997 and September 30, 1997, and the consolidated statements of income for the three months ended December 31, 1997 and 1996, and the consolidated statements of changes in shareholders' equity and the consolidated statements of cash flows for the three months ended December 31, 1997 and 1996. All significant intercompany transactions and balances are eliminated in consolidation. The income reported for the three months ended December 31, 1997 is not necessarily indicative of the results that may be expected for the full year. NOTE 2 - EARNINGS PER COMMON SHARE Earnings per common share is computed under the provisions of Statement of Financial Accounting Standards No. 128, "Earnings Per Share," which was adopted retroactively by the Company on October 1,1997. At December 31, 1997 and 1996, the Company had 61,032 and 90,767 unallocated ESOP shares, and 15,400 and 23,100 nonvested RRP shares, which are excluded from the weighted average number of shares outstanding. Basic earnings per common share is based on net income divided by the weighted average number of shares outstanding during the period. Diluted earnings per common share further assumes issues of any dilutive common shares. 8 The computations for Basic Earnings per common share and Diluted Earnings per common share for the periods ended December 31, 1997 and 1996 are presented below. PERIOD ENDED DECEMBER 31, 1997 1996 BASIC EARNINGS PER COMMON SHARE Net income available to common shareholders $ 502,420 $ 475,774 Weighted average common shares outstanding 1,558,520 1,718,236 Earnings Per Common Share $ .32 $ .28 EARNINGS PER COMMON SHARE ASSUMING DILUTION Net income available to common shareholders $502,420 $475,774 Weighted average common shares outstanding 1,558,520 1,718,236 Add: dilutive effects of assumed exercises: Incentive stock options 69,521 46,665 Non-qualified stock options	 20,589 14,921 Recognition and Retention plan shares 9,154 8,094 Weighted average common and dilutive potential common shares outstanding 1,657,784 1,787,916 EARNINGS PER COMMON SHARE ASSUMING DILUTION $ .30 $ .27 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The principal business of MFB Financial (the "Bank") has historically consisted of attracting deposits from the general public and making loans secured by residential and other real estate. The Bank is significantly affected by prevailing economic conditions, as well as government policies and regulations concerning, among other things, monetary and fiscal affairs, housing and financial institutions. Deposit flows are influenced by a number of factors, including interest rates paid on competing investments, account maturities, fee structures, and level of personal income and savings. Lending activities are influenced by the demand for and supply of housing lenders, the availability and cost of funds and various other items. Sources of funds for lending activities of the Bank include deposits, borrowings, payments on loans and income provided from operations. The Company's earnings are primarily dependent upon the Bank's net interest income, the difference between interest income and interest expense. 9 Interest income is a function of the balances of loans and investments outstanding during a given period and the yield earned on such loans and investments. Interest expense is a function of the amount of deposits and borrowings outstanding during the same period and interest rates paid on such deposits and borrowings. The Company's earnings are also affected by the Bank's provisions for loan and real estate losses, service charges, income from subsidiary activities, operating expenses and income taxes. LIQUIDITY Liquidity relates to the Company's ability to fund loan demand, meet deposit customers' withdrawal requirements and provide for operating expenses. Assets used to satisfy these needs consist of cash, deposits with other financial institutions, overnight interest-bearing deposits in other financial institutions and securities, excluding FHLB stock. These assets are commonly referred to as liquid assets. Liquid assets were $49.7 million as of December 31, 1997 compared to $49.1 million as of September 30, 1997. This $632,000 increase was primarily due to a $5.8 million increase in cash and interest- bearing deposits in other financial institutions, offset by a $5.2 million decrease in securities available for sale. Management believes the liquidity level of $49.7 million as of December 31, 1997 is sufficient to meet anticipated liquidity needs. A standard measure of liquidity for savings associations is the ratio of cash and eligible investments to a certain percentage of net withdrawable savings and borrowings due within one year. The minimum required ratio is currently set by Office of Thrift Supervision regulation at 4%, and, at December 31, 1997, the Bank's liquidity ratio was 16.71%. Therefore, the Bank's liquidity is well above the minimum regulatory requirements. The Company uses its liquidity mainly to fund existing and future loan commitments, to fund deposit withdrawals, to invest in securities, and to meet operating expenses. At December 31, 1997, the Company had commitments to fund loan originations with borrowers totaling $27.5 million (including $14.2 million in available consumer and commercial lines of credit) . Management believes that loan repayments and other sources of funds will be adequate to meet the Company's liquidity needs. The cash flow statements provide an indication of the Company's sources and uses of cash as well as an indication of the ability of the Company to maintain an adequate level of liquidity. A discussion of the changes in the cash flow statements for the three months ended December 31, 1997 and 1996 follows. During the three months ended December 31, 1997, net cash increased $5.8 million from $9.5 million at September 30, 1997 to $15.3 million at December 31, 1997. The Company experienced a $7.5 million net increase in cash from operating activities for the period ended December 31, 1997, compared to a $426,000 net increase for the period ended December 31, 1996. The increase in the most recent period was primarily attributable to $6.4 million in proceeds from the sale of mortgage loans, $502,000 in net income during the period and a $279,000 increase in accrued expenses and other liabilities due to adjusting the federal and Indiana current and deferred tax payable accounts to the actual tax accruals. The Company experienced a net increase in cash from operating activities of $426,000 during the three months ended December 31, 1996. This increase was primarily due to $476,000 in net income for the period and increases in other assets offsetting the $865,000 decrease in accrued expenses resulting from the payment during the quarter of the one time Savings Association Insurance Fund assessment of $955,000. The $9.0 million net decrease in cash from investing activities during the three months ended December 31, 1997 is primarily related to the $13.7 million increase in loan originations exceeding principal payments and the $9.7 million purchase of securities and FHLB stock, offset by sales and maturities of securities totaling $12.9 million and $1.8 million of mortgage-backed securities principal payments. During the three months ended December 31, 1996, net cash provided by investing activities was $1.6 million, resulting primarily form the $2.8 generated from normal maturities of securities exceeding reinvestments and the $12.1 million in proceeds from the sale of securities, partially offset by the net increase in loan receivables of $13.8 million. 10 Financing activities generated net cash of $7.2 million for the period ending December 31, 1997. The net cash was provided primarily from $6.0 million in net new FHLB advances, net deposit increases of $1.5 million, and net increases of securities sold under agreements of $1.3 million, offset by net changes of $949,000 in funds held for borrower's due to payments of taxes, $544,000 to repurchase the Company's stock and cash dividend payments of $130,000 during the quarter. Net cash used in financing activities was $1.7 million for the three months ended December 31, 1996 as $3.7 million in MFB Corp. common stock was repurchased, $1.0 million in escrow payments for borrower's taxes and insurance were disbursed and $143,000 in cash dividends were paid during the quarter. $2.6 million in net deposits and $500,000 in additional FHLB advances were used to fund the investing activities discussed above. CAPITAL RESOURCES 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 Company's repurchase of 23,800 shares of outstanding common stock at a cost of $544,000 and the payment of cash dividends of $130,000 during this period, partially offset by $502,000 in net income for the same period. Federal regulations require savings banks to have minimum regulatory tangible capital equal to 1.5% of total assets, a 3% core capital ratio and an 8.0% risk-based capital ratio. At December 31, 1997, the Bank meets the regulatory tangible capital, core capital and risk-based capital requirements. Tangible capital was $32.5 million or 12.3% of total bank assets, core capital was $32.5 million or 12.3% of total bank assets and risk-based capital was $32.9 million or 24.7% of risk-based bank assets. As of December 31, 1997, management is not aware of any current recommendations by regulatory authorities which, if they were to be implemented, would have, or are reasonably likely to have, a material adverse effect on the Company's liquidity, capital resources or operations. MATERIAL CHANGES IN FINANCIAL CONDITION DECEMBER 31, 1997 COMPARED TO SEPTEMBER 30, 1997 Total assets increased $8.2 million from $255.9 million as of September 30, 1997 to $264.1 million as of December 31, 1997. Net loans increased by $7.3 million from $200.9 million at September 30, 1997 to $208.2 million at December 31, 1997 due to loan originations exceeding principal payments by approximately $13.7 million, offset by the proceeds received from first mortgage loan sales of $6.4 million. The loans sold were fixed rate loans with remaining maturities greater than fifteen years. Loan sales are conducted from time to time in an effort to manage interest rate risk and to generate servicing fee income. Securities available for sale decreased during this same period from $39.6 million at September 30, 1997 to $34.5 million at December 31, 1997 due primarily to maturities, sales and principal payments exceeding purchases by $5.2 million during the period. As indicated above, the net loan growth has been funded in part by the decrease in securities available for sale, along with additional borrowings through the Federal Home Bank advances. Total liabilities increased from $222.4 million at September 30 , 1997 to $230.6 million at December 31, 1997. Significant liability changes included the addition of $1.8 million in savings , NOW and MMDA deposits, increased securities sold under agreements to repurchase of $1.3 million, and net new FHLB advances of $6.0 million. Enhancement of our deposit based product offerings and emphasis on core relationships and quality 11 service has contributed to the deposit and repurchase increases. Advances from borrowers for taxes and insurance decreased $949,000 due to the payment of borrower's taxes in November. The $53.5 million of Federal Home Loan Bank advances have a weighted average interest rate of 5.66% and mature in five years or less. The one-day retail repurchase agreements totaled $1.7 million at December 31, 1997 and had a weighted average interest rate of 4.25%. MATERIAL CHANGES IN RESULTS OF OPERATIONS THREE MONTHS ENDED DECEMBER 31, 1997 COMPARED TO THE THREE MONTHS ENDED DECEMBER 31, 1996 The Company's consolidated net income for the three months ended December 31, 1997 was $502,000 compared with $476,000 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. This continued the Bank's efforts to redeploy assets from relatively lower earning investments into the Bank's loan portfolio. Total interest expense increased $480,000 reflecting the growth in both 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. SUPPLEMENTAL INFORMATION The Company 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. 12 MFB CORP. AND SUBSIDIARY FORM 10-Q PART II - OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. (a) The Annual Meeting of Shareholders was held on January 20, 1998. (b) Each of the persons named in the proxy statement as a nominee for director was elected. (c) The following are the voting results on each of the matters which were submitted to the shareholders: FOR AGAINST ABSTAIN NON-VOTE Election of Directors: Reginald Wagle 1,395,005 12,400 Marian K. Torian 1,396,380 13,775 Appointment of Crowe Chizek & Co. as auditors for 1997. 1,401,970 3,750 3,060 Approval of the MFB 1997 Stock Option Plan 958,590 201,605 7,570 241,015 The text of the matters referred to under this Item 4 is set forth in the proxy statement dated December 15, 1997 previously filed with the Securities and Exchange Commission, and is incorporated herein by reference. Item 5. Other Information. None Item 6. Exhibits and Reports on Form 8-K (a) MFB Corp. filed one Form 8-K reports during the quarter ended December 31, 1997. Date of report: October 22, 1997 Items reported: News release dated October 20, 1997 regarding the announcement of fourth quarter earnings News release dated October 22, 1997 regarding the declaration of a $ .08 per share cash dividend payable on November 18, 1997 to holders of record on November 4, 1997. 13 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 thereunto duly authorized. MFB CORP. Date By Charles J. Viater President Date By Timothy C. Boenne Vice President 14