MFB CORP
8-K/A, 1999-08-16
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): 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)
<TABLE>
<CAPTION>
                                                    June 30,   September30,
                                                       1999        1998
<S>                                                    <C>         <C>
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

</TABLE>




                           MFB CORP. AND SUBSIDIARY
                  CONSOLIDATED STATEMENT OF INCOME (UNAUDITED
             THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1999 AND 1998
                                 (in thousands)

<TABLE>
<CAPTION>
                        Three Months Ended June 30,  Nine Months Ended June 30,
                                 1999         1998              1999      1998
<S>                               <C>         <C>               <C>        <C>


   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


</TABLE>





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