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): AUGUST 13, 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 July 21, 1999 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 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: August 13, 1999 July 21, 1999 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 $358,000 or $.25 per share for the three months ended June 30, 1999, compared to $488,000 or $.30 per share for the three months ended June 30, 1998. Net income for the nine months ended June 30, 1999 was $1,622,000 or $1.10 per share compared to $1,656,000 or $1.02 per share for the nine months ended June 30, 1998, representing a 7.8% earnings per share increase. Net interest income after provision for loan losses for the most recent three and nine month periods totaled $2.4 million and $7.0 million compared to $2.2 million and $6.4 million for the same periods one year ago. During the three months ended June 30, 1999 total interest income increased by $684,000 compared to the same period one year ago, primarily as a result of a $28.0 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 $447,000 reflecting the growth in savings account deposits and borrowed funds. For the nine months ended June 30, 1999 total interest income increased $2.6 million while total interest expense increased $1.9 million. Noninterest income increased from $182,000 and $509,000 for the three and nine months ended June 30, 1998 to $258,000 and $848,000 for the most recent three and nine 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 $1.4 million during the three months ended June 30, 1998 to $2.0 million during the three months ended June 30, 1999, and from $4.1 million to $5.0 million for the comparable nine month periods. The noninterest expense increases are primarily attributable to the recognition of a $443,000 provision to adjust loans held for sale to the lower of cost or market at June 30, 1999, along with 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 $338.5 million as of June 30, 1999, an increase of $23.5 million (or 7.5%). Total securities, both available for sale and held to maturity, increased from $41.8 million at September 30, 1998 to $49.8 million at June 30, 1999, an increase of $8.0 million (or 19.1%). Total net loans increased from $245.1 million to $265.5 million during this same nine month period, an increase of $20.4 million (or 8.3%). The investment and loan growth has been funded primarily by the growth in total savings deposits, additional borrowings through Federal Home Loan Bank advances and the reduction of interest-bearing deposits in other financial institutions. Total shareholders' equity increased from $30.9 million as of September 30, 1998 to $31.2 million as of June 30, 1999 primarily from net income of $1.6 million offset by the repurchase of 42,264 shares of outstanding common stock during this period at a cost of $911,000, along with the payment of cash dividends of $386,000. 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 June 30, 1999 was .07% compared to .06% as of June 30, 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 June 30, 1999. The dividend is payable on August 17, 1999 to holders of record on August 3, 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 five banking centers located in St. Joseph and Elkhart counties. MFB CORP. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 1999 and September 30, 1998 (in thousands) June 30, September30, 1999 1998 ASSETS Cash and due from financial institutions $ 6,415 $ 3,019 Interest-bearing deposits in other financial institutions 2,373 14,885 Cash and cash equivalents 8,788 17,904 Securities available-for-sale 46,314 41,820 Securities held-to-maturity 3,482 - 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 allowance for unrealized losses of $443,000 at 6/30/99, $-0- at 9/30/98 14,031 13,516 Loans receivable, net of allowance for loan losses of $609,000 at 6/30/99 and $454,000 at 9/30/98 251,799 231,610 Accrued interest receivable 1,363 968 Premises and equipment, net 4,245 2,795 Mortgage Servicing Rights, net 292 192 Investment in limited partnership 1,214 1,222 Other assets 679 298 TOTAL ASSETS $338,718 $314,961 LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing demand deposits $ 7,499 $ 4,299 Savings, NOW and MMDA deposits 51,335 40,835 Other time deposits 137,403 135,532 Total deposits 196,237 180,666 Securities sold under agreements to repurchase 5,092 2,366 Other borrowings 104,226 97,657 Advances from borrowers for taxes and insurance 1,117 2,316 Accrued expenses and other liabilities 826 1,070 Total Liabilities 307,498 284,075 Shareholders' Equity Common Stock, 5,000,000 shares authorized; shares issued: 1,689,417 - 6/30/99, 1,689,417 - 9/30/98 shares outstanding: 1,431,953 - 6/30/99, 1,474,217 - 9/30/98 12,995 12,847 Retained earnings - substantially restricted 24,966 23,730 Unearned Employee Stock Ownership Plan (ESOP) shares (294) (445) Unearned Recognition and Retention Plan (RRP) shares - (38) Accumulated other comprehensive income (373) (45) Treasury Stock, 257,464 common shares - 6/30/99, 215,200 common shares - 9/30/98 (6,074) (5,163) Total shareholders' equity 31,220 30,886 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITIES $338,718 $314,961 MFB CORP. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1999 AND 1998 (in thousands) Three Months Ended June 30, Nine Months Ended June 30, 1999 1998 1999 1998 Total interest income $6,075 $5,391 $17,992 $15,364 Total interest expense 3,608 3,161 10,823 8,937 Net interest income 2,467 2,230 7,169 6,427 Provision for loan losses 65 20 155 50 Net interest income after provision for loan losses 2,402 2,210 7,014 6,377 Total non-interest income 258 182 848 509 Total non-interest expense 2,023 1,396 5,084 4,136 Income before income taxes 637 996 2,778 2,750 Income tax expense 272 508 1,156 1,094 NET INCOME $365 $488 $1,622 $1,656 Basic Earnings per common share $ .26 $ .31 $ 1.14 $ 1.06 Diluted Earnings per common share $ .25 $ .30 $ 1.10 $ 1.02