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): JULY 22, 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 July 22, 1998 concerning the Third 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 July 22, 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: July 30, 1998 July 22, 1998 Point of Contact: Charles J. Viater MFB CORP. ANNOUNCES THIRD QUARTER EARNINGS AND QUARTERLY DIVIDEND Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC), (the"Corporation"), parent company of MFB Financial (the "Bank"), today reported consolidated net income of $488,000 or $ .30 earnings per share for the three months ended June 30, 1998, compared to $508,000 or $ .30 earnings per share for the three months ended June 30, 1997. Net income for the nine months ended June 30, 1998 was $1,656,000 or $1.02 earnings per share compared to $1,506,000 or $ .87 earnings per share for the nine months ended June 30,1997, an increase of 9.96%. Net interest income after provision for loan losses for the most recent three and nine month periods totaled $2.2 million and $6.4 million compared to $1.9 million and $5.5 million for the same periods one year ago. During the three months ended June 30, 1998 total interest income increased by $880,000 compared to the same period one year ago, primarily as a result of a $29.1 million increase in first mortgage loan receivables and a $23.0 million increase in commercial and consumer loan receivables. Total interest expense increased $549,000 reflecting the growth in savings account deposits and borrowed funds. For the nine months ended June 30, 1998 total interest income increased $2.5 million while total interest expense increased $1.6 million. Noninterest income increased from $108,000 and $306,000 for the three and nine months ended June 30, 1997 to $182,000 and $509,000 for the most recent three and nine month periods. These increases are primarily due to fees generated from the growing number of core deposit account relationships and the additional services offered to the bank's customers, along with servicing fees retained on sold loans. Noninterest expenses, primarily compensation and building expenses, increased from $1.2 million during the three months ended June 30, 1997 to $1.4 million during the three months ended June 30, 1998, and from $3.3 million to $4.1 million for the comparable nine month periods. The additional compensation and building expenses are mainly attributable to staffing increases and renovated facilities to support lending operations. The Corporation has increased total assets from $255.9 million as of September 30, 1997 to $290.9 million as of June 30, 1998, an increase of $35.0 million (or 13.7%). Total net loans have increased from $200.9 million at September 30, 1997 to $238.7 million at June 30, 1998, an increase of $37.8 million (or 18.8%). The loan growth has been funded primarily by the growth in total savings deposits, decreases in security investments and additional borrowings through Federal Home Loan Bank advances. Total shareholders' equity decreased from $33.6 million as of September 30, 1997 to $33.1 million as of June 30, 1998. The decreases to equity resulted mainly from the repurchase of 119,200 shares of outstanding common stock during the period at a cost of $3.1 million, along with the payment of cash dividends of $409,000. These decreases were offset by $1.7 million in net income and $1.0 million generated from the exercise of stock options. 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 June 30, 1998 was .06% compared to .08% as of June 30, 1997. 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 June 30, 1998. The dividend is payable on August 18, 1998 to holders of record on August 4, 1998. . 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 STATEMENT OF INCOME (UNAUDITED) THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1998 AND 1997 (in thousands) Three Months Ended June 30, Nine Month Ended June30, 1998 1997 1998 1997 Total interest income $5,391 $4,511 $15,364 $12,888 Total interest expense 3,161 2,612 8,937 7,378 Net interest income 2,230 1,899 6,427 5,510 Provision for loan losses 20 7 50 22 Net interest income after provision for loan losses 2,210 1,892 6,377 5,488 Total non-interest income 182 108 509 306 Total non-interest expense 1,396 1,156 4,136 3,295 Income before income taxes 996 844 2,750 2,499 Income tax expense 508 336 1094 993 NET INCOME $488 $508 $1,656 $1,506 Basic Earnings per common share $ .31 $ .32 $ 1.06 $ .90 Diluted Earnings per common share $ .30 $ .30 $ 1.02 $ .87 MFB CORP. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 1998 and September 30, 1997 (in thousands) June 30, September 30, 1998 1997 ASSETS Cash and due from financial institutions $ 2,037 $ 2,906 Interest-bearing deposits in other financial institutions 6,477 6,576 Cash and cash equivalents 8,514 9,482 Interest-bearing time deposits in other financial institutions - --- Securities available-for-sale 35,719 39,628 Federal Home Loan Bank (FHLB) stock, at cost 4,137 2,400 Loans held for sale, net of unrealized losses of $-0- in 1997 --- 12,671 Loans receivable, net of allowance for loan losses of $420,000 in 1998 and $370,000 in 1997 238,657 188,264 Accrued interest receivable 898 719 Premises and equipment, net 2,824 2,613 Other assets 187 144 TOTAL ASSETS $290,936 $255,921 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits $ 4,437 $ 2,047 Savings, NOW and MMDA deposits 39,837 38,130 Other time deposits 131,320 131,710 Total deposits 175,594 171,887 Securities sold under agreements to repurchase 3,533 389 Advances from borrowers for taxes and insurance 1,262 1,854 FHLB advances 76,726 47,500 Accrued expenses and other liabilities 721 741 Total Liabilities 257,836 222,371 Shareholders' Equity Common Stock, 5,000,000 shares authorized; shares issued: 1,689,417 shares outstanding: 1,590,217 - 1998, 1,650,567 - 1997 12,890 13,108 Retained earnings - substantially restricted 23,284 22,038 Unearned Employee Stock Ownership Plan (ESOP) shares (500) (665) Unearned Recognition and Retention Plan (RRP) shares (58) (115) Net unrealized appreciation (depreciation) on securities available-for-sale, net of tax 17 73 Treasury Stock, 90,050 common shares, at cost (2,533) (889) Total shareholders' equity 33,100 33,550 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITIES $290,936 $255,921