MFB CORP
8-K, 1998-07-30
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                               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.
<PAGE>



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.




<PAGE>
                             MFB CORP. AND SUBSIDIARY
                     CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
            THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1998 AND 1997
                                 (in thousands)



<TABLE>                                            <C>      <C>     <C>     <C>
<S> 
                                     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
<PAGE>
                              MFB CORP. AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                        June 30, 1998 and September 30, 1997
                                      (in thousands)

</TABLE>
<TABLE>                                                <C>      <C>
<S>                                                    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






</TABLE>


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