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): OCTOBER 21, 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 October 21, 1998 concerning the Fourth 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 October 21, 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: December 21, 1998 October 21,1998 Point of Contact: Charles J. Viater MFB CORP. ANNOUNCES FOURTH 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 $580,000 or $.39 per share for the three months ended September 30, 1998, compared to $496,000 or $.29 per share for the three months ended September 30, 1997, an increase of 16.9%. Net income on an unaudited basis for the fiscal year ended September 30, 1998 was $2,236,000 or $1.39 per share compared to $2,002,000 or $1.16 per share for the twelve months ended September 30, 1997, an increase of 11.7%. Net interest income after provision for loan losses for the most recent three and twelve month periods totaled $2.2 million and $8.6 million respectively compared to $2.0 million and $7.5 million for the same periods one year ago. During the three months ended September 30, 1998 total interest income increased by $722,000 compared to the same period one year ago primarily as a result of a $18.9 million increase in first mortgage loan receivables and a $26.6 million increase in commercial and consumer loan receivables. Total interest expense increased $487,000 reflecting the growth in savings account deposits and borrowed funds. For the twelve months ended September 30, 1998 total interest income increased $3.2 million while total interest expense increased $2.0 million. Noninterest income increased from $118,000 and $425,000 for the three and twelve months ended September 30, 1997 to $430,000 and $939,000 for the comparable periods ended September 30, 1998. The noninterest income increases are primarily due to the recognition of mortgage servicing rights, gains from loan sales and servicing fees retained on these sold loans, and fees generated from the growing number of core deposit account relationships. Noninterest expense increased from $1.3 million during the three months ended September 30, 1997 to $1.5 million during the three months ended September 30,1998, and from $4.6 million to $5.6 million for the comparable twelve month periods ending September 30. These noninterest expense increases are primarily attributable to staffing increases and renovated facilities to support lending operations, along with expenses incurred in the offering of additional services to the Bank's customers. The Corporation has increased total assets from $255.9 million as of September 30, 1997 to $310.0 million as of September 30, 1998, an increase of $54.1 million (or 21.1%). Total net loans have increased from $200.9 million at September 30, 1997 to $246.3 million at September 30, 1998, an increase of $45.4 million (or 22.6%). The loan growth has been funded primarily by additional borrowings through Federal Home Loan Bank advances, by total savings deposit growth, and by decreases in securities available for sale. Total shareholders'equity decreased from $33.5 million as of September 30, 1997 to $30.9 million as of September 30, 1998. The decreases to equity resulted mainly from the repurchase of 245,200 shares of outstanding common stock during this period at a cost of $5.9 million along with the payment of cash dividends of $544,000. These decreases were offset by $2.2 million in net income and $1.1 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 September 30, 1998 was .04% compared to .09% as of September 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 September 30, 1998. The dividend is payable on November 17,1998 to holders of record on November 3, 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 BALANCE SHEETS (UNAUDITED) September 30, 1998 and September 30, 1997 (in thousands) September 30, September 30, 1998 1997 ASSETS Cash and due from financial institutions $ 3,019 $ 2,906 Interest-earning deposits in other financial institutions 14,885 6,576 Cash and cash equivalents 17,904 9,482 Interest-earning time deposits in other financial institutions --- --- Securities available-for-sale 36,889 39,628 Federal Home Loan Bank stock 4,636 2,400 Loans held for sale, net of unrealized losses 13,516 12,671 Loans receivable, net of allowance for loan losses of $454,000 in 1998 and $370,000 in 1997 232,832 188,264 Accrued interest receivable 968 719 Premises and equipment, net 2,795 2,613 Other assets 490 144 TOTAL ASSETS $310,030 $255,921 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits 4,299 2,047 Savings, NOW and MMDA deposits 40,835 38,130 Other time deposits 135,532 131,710 Total deposits $180,666 $171,887 Securities sold under agreements to repurchase 2,366 389 Advances from borrowers for taxes and insurance 2,316 1,854 FHLB advances 92,726 47,500 Accrued expenses and other liabilities 1,070 770 Total Liabilities 279,144 222,400 Shareholders' Equity Common Stock, 5,000,000 shares authorized; shares issued: 1,689,417 shares outstanding:1,474,217-1998,1,650,567-1997 12,847 13,079 Retained earnings - substantially restricted 23,730 22,038 Unearned Employee Stock Ownership Plan (ESOP) shares (445) (665) Unearned Recognition and Retention Plan (RRP) shares (38) (115) Net unrealized depreciation on securities available-for sale, net of tax (45) 73 Treasury Stock, 215,200 common shares at cost (5,163) (889) Total shareholders' equity 30,886 33,521 TOTAL LIABILITIES AND SHAREHOLDERS'EQUITIES $310,030 $255,921 MFB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) THREE MONTHS AND TWELVE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (in thousands) Three Months Ended Twelve Months Ended September 30, September 30, 1998 1997 1998 1997 Total interest income $5,519 $4,797 $20,883 $17,685 Total interest expense 3,266 2,779 12,203 10,157 Net interest income 2,253 2,018 8,680 7,528 Provision for loan losses 70 7 120 30 Net interest income after provision for loan losses 2,183 2,011 8,560 7,498 Total non-interest income 430 118 939 425 Total non-interest expense 1,510 1,304 5,646 4,599 Income before income taxes 1,103 825 3,853 3,324 Income tax expense 523 329 1,617 1,322 NET INCOME $580 $496 $2,236 $2,002 Basic earnings per share $ .40 $ .31 $ 1.46 $ 1.21 Diluted earnings per share $ .39 $ .29 $ 1.39 $ 1.16