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 20, 1999 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 20, 1999 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 January 20, 1999. 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 18, 1999 January 20,1999 Point of Contact: Charles J. Viater MFB CORP. ANNOUNCES FIRST QUARTER EARNINGS AND INCREASES QUARTERLY DIVIDEND Mishawaka, Indiana - MFB Corp. (NASDAQ/MFBC),(the "Corporation"), parent company of MFB Financial (the "Bank"), today reported consolidated net income of $663,000 or $.45 per share for the three months ended December 31, 1998, compared to $502,000 or $.30 per share for the three months ended December 31, 1997. This represents a 50% increase in earnings per share for the Corporation.. Net interest income after provision for loan losses for the most recent three month period totaled $2.3 million compared to $2.0 million for the same period one year ago. During the three months ended December 31, 1998 total interest income increased by $1.1 million compared to the same period one year ago, primarily as a result of a $7.5 million increase in first mortgage loan receivables and a $31.4 million increase in commercial and consumer loan receivables. Total interest expense increased $807,000 reflecting the growth in savings account deposits and borrowed funds. Noninterest income increased from $165,000 for the three months ended December 31, 1997 to $304,000 for the most recent three month period, while noninterest expense increased from $1.3 million to $1.5 million for the comparable periods. The $139,000 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 from the growing number of core deposit account relationships. The noninterest expense increases are primarily attributable to staffing increases, facility upgrades, and expenses incurred in the offering of additional services to the Banks' customers. The Corporation has increased total assets from $315.0 million as of September 30, 1998 to $334.7 million as of December 31,1998, an increase of $19.7 million (or 6.3%). Total securities available for sale increased from $41.8 million at September 30, 1998 to $50.2 million at December 31, 1998, an increase of $8.3 million (or 19.9%). Total net loans increased from $245.1 million to $253.9 million during this same three month period, an increase of $8.8 million (or 3.6%). The investment and loan growth has been funded primarily by the growth in total savings deposits and additional borrowings through Federal Home Loan Bank advances. Total shareholders' equity increased from $30.9 million as of September 30, 1998 to $31.3 million as of December 31, 1998 mainly from net income of $663,000 offset by the repurchase of 10,300 shares of outstanding common stock during this period at a cost of $215,000, along with the payment of cash dividends of $124,000. 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, 1998 was .04% compared to .09% as of December 31, 1997. In addition, MFB Corp. announced today that the Corporation has increased its cash dividend to $ .09 per share of Common Stock for the quarter ended December 31, 1998. The dividend is payable on February 16, 1999 to holders of record on February 2, 1999, and represents a 5.9% increase over the cash dividend of $ .085 for the quarter ended September 30, 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) December 31, 1998 and September 30, 1998 (in thousands) December 31, September 30, 1998 1998 ASSETS Cash and due from financial institutions $ 3,398 $ 3,019 Interest-bearing deposits in other financial institutions 15,860 14,885 Cash and cash equivalents 19,258 17,904 Securities available-for-sale 50,159 41,820 Federal Home Loan Bank (FHLB) stock, at cost 5,511 4,636 Loans held for sale, net of unrealized losses 6,903 13,516 Loans receivable, net of allowance for loan losses of $499,000 at 12/31/98 and $454,000 at 9/30/98 246,966 231,610 Accrued interest receivable 1,061 968 Premises and equipment, net 3,115 2,795 Mortgage Servicing Rights, net 230 192 Investment in limited partnership 1,214 1,222 Other assets 251 298 TOTAL ASSETS $334,668 $314,961 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits $ 5,970 $ 4,299 Savings, NOW and MMDA deposits 45,214 40,835 Other time deposits 137,686 135,532 Total deposits 188,870 $180,666 Securities sold under agreements to repurchase 1,679 2,366 Other borrowings 110,226 97,657 Advances from borrowers for taxes and insurance 1,244 2,316 Accrued expenses and other liabilities 1,371 1,070 Total Liabilities 303,390 284,075 Shareholders' Equity Common Stock, 5,000,000 shared authorized; shares issued: 1,689,417 - 12/31/98, 1,689,417 - 9/30/98 shares outstanding: 1,463,917 - 12/31/98, 1,474,217 - 9/30/98 12,894 12,847 Retained earnings - substantially restricted 24,268 23,730 Unearned Employee Stock Ownership Plan (ESOP) shares (395) (445) Unearned Recognition and Retention Plan (RRP) shares (19) (38) Net unrealized appreciation (depreciation) on securities available-for sale, net of tax (92) (45) Treasury Stock, 225,500 common shares - 12/31/98 215,200 common shares - 9/30/98 (5,378) (5,163) Total shareholders' equity 31,278 30,886 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITIES $334,668 $314,961 MFB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997 (in thousands) Three Months Ended December 31, 1998 1997 Total interest income $5,960 $4,819 Total interest expense 3,626 2,819 Net interest income 2,334 2,000 Provision for loan losses 45 15 Net interest income after provision for loan losses 2,289 1,985 Total non-interest income 304 165 Total non-interest expense 1,467 1,278 Income before income taxes 1,126 872 Income tax expense 463 370 NET INCOME $663 $502 Basic earnings per common share $ .46 $ .32 Diluted earnings per common share .45 .30