MFB CORP
8-K, 2000-02-02
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): JANUARY 14, 2000



                                   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 14, 2000 concerning the First Quarter Earnings  is incorporated herein
by reference and is attached hereto as Exhibit 1.

      Pursuant to General Instruction F to Form 8-K, the press release issued
January 19, 2000 concerning the cash dividend announcement and stock
repurchase program is incorporated by reference and is attached hereto as
Exhibit 2.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.



      (c)   Exhibits

            Exhibit  1 -- Press Release dated January 14, 2000.

            Exhibit 2  -- Press Release dated January 19, 2000.


                                  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 8, 2000





























 January 14, 2000                          Point of Contact: Charles J. Viater


                     MFB  CORP. ANNOUNCES FIRST QUARTER EARNINGS


        Mishawaka, Indiana - MFB   Corp.  (NASDAQ/MFBC),(the"Corporation"),
 parent company of MFB Financial (the "Bank"),  today  reported consolidated
 net income  of $689,000 or $.48 diluted earnings per common share for the
 three months ended  December  31,  1999,  compared  to $663,000 or $.45
 diluted  earnings  per  common share for the three months ended December  31,
 1998, representing a 6.67% increase in earnings per share for the Corporation.

        Net interest  income  after provision for loan losses for the most
 recent three month period totaled $2.8  million  compared  to $2.3 million
for the same period one year ago. During the three months ended  December  31,
1999  total interest income increased by $560,000 compared to the same period
 one year ago, primarily  as  a  result  of  the  redeployment  of  assets
 from relatively lower earnings  investments  into  the  Bank's loan portfolio.
Commercial and consumer loan receivables, including home equity and second
mortgage  loans,  increased  $34.5  million over the comparative three month
periods.  Total  interest expense increased $59,000 reflecting the growth  in
savings account deposits and borrowed funds.

        Noninterest  income  increased  from $304,000 for the three months
 ended  December 31, 1998 to $358,000 for the most recent three month
period, while noninterest expense increased from $1.5 million to $2.0 million
for  the  comparable  periods.  The  $54,000  noninterest  income increase  is
primarily related to fees generated from the  growing  number  of core deposit
account  relationships  and income generated  from the Bank's trust  department
formed in 1999. The noninterest expense increases are primarily attributable
 to staffing increases and renovated facilities to support lending operations
 along with expenses incurred in  the  offering  of  additional services to
 the Banks'customers.

        The  Corporation  has increased  total  assets  from  $346.5 million
as of September 30, 1999 to $356.6  million as of December 31, 1999, an
increase  of $10.1 million (or 2.9%). Total net loans increased  from  $277.5
million to  $288.6  million during this same three month period, an increase of
$11.1 million (or 4.0%). The  loan  growth  has  been funded primarily by the
growth  in  total  savings  deposits, securities sold under agreements  to
repurchase and additional borrowings through Federal Home Loan Bank advances.
<PAGE>



           Total shareholders' equity increased from $31.2  million  as
of September 30, 1999 to $31.4 million as of December 31, 1999 mainly from net
income of $689,000 offset  by  the repurchase of 7,500 shares of outstanding
common stock during this period at a cost of $146,000, a cash dividend payment
of $128,000 and a $260,000 adjustment to reflect the  decrease in the market
value of securities available for sale, net of tax.

            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, 1999 was .05% compared to .08% as of December 31, 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 five banking centers located in St.
Joseph and Elkhart counties.


<PAGE>
                              MFB CORP. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                     December 31, 1999 and September 30, 1999
<TABLE>
<CAPTION>                                           December 31, September 30,
  <S>                                                     1999        1999
ASSETS                                            <C>            <C>
Cash and due from financial institutions     $    8,989,345 $    6,315,747
Interest-bearing  deposits in other financial
 institutions  -  short  term                     5,630,657      5,746,195
   Total cash and cash equivalents               14,620,002     12,061,942
Interest-bearing time  deposits  in
other financial institutions                      1,100,000      1,000,000
Securities available-for-sale                    34,454,705     38,170,143
Securities held to maturity                       3,967,699      3,984,338
Federal Home Loan Bank (FHLB) stock, at cost      5,711,300      5,511,300
Loans held for sale, net of unrealized losses
    of $601,218 at 12/31/99 and
    $489,152 at 9/30/99                           8,210,532      8,061,951
Loans receivable, net of allowance for
   loan losses of $707,000 at 12/31/99 and
   $638,465 at 9/30/99                          280,351,838    269,464,085
Accrued interest receivable                       1,481,497      1,363,318
Premises and equipment, net                       4,533,441      4,413,409
Mortgage Servicing Rights, net of accumulated
   amortization Of $65,059 at 12/31/99 an
   $56,571 at 9/30/99                               434,731        412,390
Investment in limited partnership                 1,208,039      1,213,430
Other assets                                        511,455        797,380

   TOTAL ASSETS                                $356,585,239   $346,453,686



LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
   Deposits
         Noninterest-bearing demand deposits $    7,866,686 $    7,357,944
         Savings, NOW and MMDA deposits          53,983,836     52,409,560
         Other time deposits                    141,383,579    141,639,885
            Total deposits                      203,234,101    201,407,389
   Securities sold under agreements to repurchase 8,944,270      6,566,395
   Other borrowings                             111,225,750    104,225,750
   Advances from borrowers for taxes and
       insurance                                   1,086,925     2,111,183
   Accrued expenses and other liabilities            676,902       961,339
     Total Liabilities                           325,167,948   315,272,056

Shareholders' Equity
   Common Stock, 5,000,000 shared authorized;
    shares issued: 1,689,417 - 12/31/99 and 9/30/99
    shares  outstanding: 1,412,549 - 12/31/99,
           1,420,049 - 9/30/99                    13,046,898    13,016,302
   Retained earnings - substantially restricted   25,980,743    25,419,722
   Accumulated other comprehensive income (loss),
      net of tax                                    (977,529)    (717,823)
   Unearned Employee Stock Ownership Plan
        (ESOP) shares                               (172,963)    (222,963)
   Treasury Stock, 276,868 common shares-
       12/31/99 269,368 common shares - 9/30/99   (6,459,858)  (6,313,608)
     Total shareholders' equity                    31,417,291   31,181,630

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITIES $356,585,239  $346,453,686

</TABLE>









                          MFB CORP. AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
                THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998


                                  Three Months  Ended December 31,
<TABLE>
<CAPTION>
                                                                                                 1999                1998
<S>                               <C>        <C>
Total interest income             $6,519,790 $5,959,522

Total interest expense             3,684,777  3,626,081
</TABLE>

    Net interest income            2,835,013  2,333,441

Provision for loan losses             75,000     45,000

Net interest income after
 provision for loan losses         2,760,013  2,288,441

Total noninterest income             357,542    304,157

Total noninterest expense          2,010,105  1,466,857

Income before income taxes         1,107,450  1,125,741

Income tax expense                   418,624    463,038

    NET INCOME                      $688,826   $662,703



Basic earnings per common share      $   .49   $   .46

Diluted earnings per common share        .48       .45













January 19, 2000                          Point of Contact: Charles J. Viater
                                                                President/CEO

                   MFB CORP. ANNOUNCES DIVIDEND INCREASE
                       AND STOCK REPURCHASE PROGRAM


                     Mishawaka, Indiana   -   MFB   Corp.  (NASDAQ/MFBC),(the
"Corporation"),  parent  company of MFB Financial (the  "Bank"),  announced
today that the Corporation has declared a cash dividend of $ .095 per share of
Common Stock for the quarter ended  December 31, 1999. The dividend is payable
on February 15, 2000 to holders of record on February 1, 2000. "This dividend
represents a 5.6% increase over the dividend declared for the quarter ended
September 30, 1999 and is directly attributable to the continued growth in the
Bank's  core  earnings, " according to Charles J. Viater, President and CEO of
both the Corporation and the Bank.

             In addition, the  Board  of  Directors announced that they
have approved the repurchase, from time to time, on the open market of up to
 5% of the Corporation's outstanding shares of common stock, without par value
("Common Stock"), or 70,000 such shares. Such purchases will be made subject to
market conditions in open market or block transactions. Repurchases may begin
as early as January 21, 2000.

            According to Charles J. Viater, President of the Corporation,
the Board believes that the Corporation's shares are currently undervalued
by the market and that open market purchases will have the potential effect of
enhancing the book value per share and the potential for growth in earnings
per share of the Corporation's remaining outstanding shares.

           The foregoing discussion contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, which
involve a number of risks and uncertainties. A number of factors could  cause
results to differ  materially  from  the  objectives and estimates expressed in
such forward-looking statements. These factors include, but are not limited to,
anticipated market prices and prices actually paid by the Corporation for its
shares pursuant to the stock repurchase program announced herein. These factors
should be considered in evaluating any forward-looking statements, and undue
reliance  should  not  be  placed  on such statements. The Corporation does not
undertake and specifically disclaims  any  obligation  to  update  any forward-
looking statements to reflect occurrence of anticipated or unanticipated events
or circumstances after the date of such statements.

            The Bank, with assets of $356.6 million as of December 31,1999
is a wholly owned subsidiary of MFB Corp., providing retail and  business
financial  services to the Michiana area through its main office in Mishawaka
and five banking centers located in St. Joseph and Elkhart counties.


























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