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): APRIL 21, 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 April21, 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 April 21, 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: May 14, 1999 April 21 , 1999 Point of Contact: Charles J. Viater MFB CORP. ANNOUNCES SECOND 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 $1,257,000 or $.86 per share for the six months ended March 31, 1999, compared to $1,168,000 or $.70 per share for the six months ended March 31, 1998, an earnings per share increase of 22.86%. Net income for the three months ended March 31, 1999 was $594,000 compared to $666,000 for the three months ended March 31, 1998. Earnings per share for both quarters ended March 31 were $.40 per share. Net interest income after provision for loan losses for the most recent three and six month periods totaled $2.3 million and $4.6 million compared to $2.2 million and $4.2 million for the same periods one year ago. During the three months ended March 31, 1999 total interest income increased by $803,000 compared to the same period one year ago, primarily as a result of a $32.7 million increase in commercial and consumer loan receivables. The Bank continues to place increased emphasis on growing the small business lending division and developing the consumer lending program within the areas serviced by its branches. The desire for local service and local decision making has clearly influenced the growth the Bank has experienced. Total interest expense increased $631,000 reflecting the growth in savings account deposits and borrowed funds. For the six months ended March 31, 1999 total interest income increased $1.9 million while total interest expense increased $1.4 million. Noninterest income increased from $162,000 and $326,000 for the three and six months ended March 31, 1998 to $286,000 and $590,000 for the most recent three and six month periods. These increases are primarily due to gains realized on the sale of first mortgage loans, servicing fee income retained on those sold loans, and fees generated from the increasing number of core deposit account relationships. Noninterest expenses increased from $1.5 million during the three months ended March 31, 1998 to $1.6 million during the three months ended March 31, 1999, and from $2.7 million to $3.1 million for the comparable six month periods. 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 $337.4 million as of March 31, 1999, an increase of $22.4 million (or 7.1%). Total securities available for sale increased from $41.8 million at September 30, 1998 to $47.4 million at March 31, 1999, an increase of $5.6 million (or 13.4%). Total net loans increased from $245.1 million to $252.6 million during this same six month period, an increase of $7.5 million (or 3.1%). 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 $31.6 million as of March 31, 1999 mainly from net income of $1.3 million offset by the repurchase of 24,800 shares of outstanding common stock during this period at a cost of $536,000, along with the payment of cash dividends of $256,000. 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 March 31, 1999 was .05% compared to .02% as of March 31, 1998. In addition, MFB Corp. announced today that the Corporation has declared a cash dividend of $ .09 per share of Common Stock for the quarter ended March 31, 1999. The dividend is payable on May 18, 1999 to holders of record on May 4, 1999. . 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. In addition, another full service office is scheduled to open in Elkhart during the quarter ending June 30, 1999. MFB CORP. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) March 31, 1999 and September 30, 1998 (in thousands) March 31, September30, 1999 1998 ASSETS Cash and due from financial institutions $ 4,905 $ 3,019 Interest-bearing deposits in other financial institutions 19,103 14,885 Cash and cash equivalents 24,008 17,904 Securities available-for-sale 47,397 41,820 Interest-bearing time deposits in other financial institutions 1,000 - Federal Home Loan Bank (FHLB) stock, at cost 5,511 4,636 Loans held for sale, net of unrealized losses 19,654 13,516 Loans receivable, net of allowance for loan losses of $544,000 at 3/31/99 and $454,000 at 9/30/98 232,938 231,610 Accrued interest receivable 1,143 968 Premises and equipment, net 3,826 2,795 Mortgage Servicing Rights, net 286 192 Investment in limited partnership 1,213 1,222 Other assets 460 298 TOTAL ASSETS $337,436 $314,961 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits $ 6,386 $ 4,299 Savings, NOW and MMDA deposits 48,810 40,835 Other time deposits 139,700 135,532 Total deposits 194,896 180,666 Securities sold under agreements to repurchase 3,508 2,366 Other borrowings 104,226 97,657 Advances from borrowers for taxes and insurance 2,366 2,316 Accrued expenses and other liabilities 877 1,070 Total Liabilities 305,873 284,075 Shareholders' Equity Common Stock, 5,000,000 shares authorized; shares issued: 1,689,417 - 3/31/99, 1,689,417 - 9/30/98 shares outstanding: 1,449,417 - 3/31/99, 1,474,217 - 9/30/98 12,946 12,847 Retained earnings - substantially restricted 24,731 23,730 Unearned Employee Stock Ownership Plan (ESOP) shares (345) (445) Unearned Recognition and Retention Plan (RRP) shares - (38) Accumulated other comprehensive income (70) (45) Treasury Stock, 240,000 common shares - 3/31/99, 215,200 common shares - 9/30/98 (5,699) (5,163) (889) --- Total shareholders' equity 31,563 30,886 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITIES $337,436 $314,961 MFB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 1999 AND 1998 (in thousands) Three Months Ended March 31, Six Months Ended March 31, 1999 1998 1999 1998 Total interest income $5,957 $5,154 $11,917 $9,973 Total interest expense 3,589 2,958 7,215 5,777 Net interest income 2,368 2,196 4,702 4,196 Provision for loan losses 45 15 90 30 Net interest income after provision for loan losses 2,323 2,181 4,612 4,166 Total non-interest income 286 162 590 326 Total non-interest expense 1,594 1,461 3,061 2,739 Income before income taxes 1,015 882 2,141 1,753 Income tax expense 421 216 884 585 NET INCOME $594 $666 $1,257 $1,168 Basic Earnings per common share $ .42 $ .43 $ .88 $ .75 Diluted Earnings per common share $ .40 $ .40 $ .86 $ .70