UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended

December 31, 2015

 

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to _______________

 

Commission File No. 000-55356

          MW BANCORP, INC.          

(Exact name of registrant as specified in its charter)

 

Maryland		47-2259704
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)
2110 Beechmont Avenue
Cincinnati, Ohio		45230
(Address of principal		(Zip Code)
executive office)

 

(513) 231-7871

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes x       No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes     ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨    Accelerated filer ¨     Non-accelerated filer ¨     Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).

Yes ¨    No  x 

 

As of February 16, 2016, the latest practicable date, 876,163 shares of the registrant’s common stock, $.01 par value, were issued and outstanding.

 

 

MW Bancorp, Inc.

 

Index to Quarterly Report on Form 10-Q

 

PART I – FINANCIAL INFORMATION
Item 1 Interim Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of December 31, 2015 and June 30, 2015	3
Condensed Consolidated Statements of Income for the Three and Six Months Ended December 31, 2015 and 2014	4
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended December 31, 2015 and 2014	5
Condensed Consolidated Statements of Shareholders’ Equity for the Six Months Ended December 31, 2015 and 2014	6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2015 and 2014	7
Notes to Condensed Consolidated Financial Statements	8
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3 Quantitative and Qualitative Disclosures About Market Risk	48
Item 4 Controls and Procedures	48
PART II – OTHER INFORMATION
Item 1  Legal Proceedings	49
Item 1A  Risk Factors	49
Item 2  Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3  Defaults Upon Senior Securities	49
Item 4  Mine Safety Disclosures	49
Item 5  Other Information	49
Item 6  Exhibits	49
SIGNATURES	50

 

 

Part I – Financial Information

Item 1. Financial Statements

MW Bancorp, Inc.

Condensed Consolidated Balance Sheets

December 31, 2015 and June 30, 2015

(In thousands, except share data)

 

		December 31,				June 30,
		2015				2015
		(Unaudited)
Assets
Cash and due from banks		$	105			$	88
Interest-bearing demand deposits			8,168				3,577
Cash and cash equivalents			8,273				3,665
Interest-bearing time deposits in other financial institutions			2,100				3,100
Available-for-sale securities			3,848				4,295
Held-to-maturity securities (fair value of $1,209 at December 31, 2015 and $1,480 at June 30, 2015)			1,272				1,551
Loans held for sale			5,408				-
Loans, net of allowance for loan losses of $1,620 at December 31, 2015 and $1,602 at June 30, 2015			92,190				88,878
Premises and equipment, net			1,064				322
Federal Home Loan Bank stock, at cost			1,164				1,164
Foreclosed assets, net			112				104
Accrued interest receivable			284				245
Bank owned life insurance			3,421				3,375
Other assets			93				130
Total assets		$	119,229			$	106,829
Liabilities and Shareholders' Equity
Liabilities
Deposits
Demand and money market		$	27,823			$	16,467
Savings			9,148				8,609
Time			42,761				43,448
Total deposits			79,732				68,524
Federal Home Loan Bank advances			23,085				22,360
Other liabilities			642				275
Total liabilities			103,459				91,159
Commitments and Contigent Liabilities			-				-
Shareholders' Equity
Preferred stock - authorized 1,000,000 shares, $0.01 par value, none issued			-				-
Common stock - authorized 30,000,000 shares, $0.01 par value, 876,163 shares issued and outstanding			9				9
Additional paid-in capital			7,400				7,386
Shares acquired by ESOP			(666	)			(701	)
Retained earnings			9,137				9,067
Accumulated other comprehensive loss			(110	)			(91	)
Total shareholders' equity			15,770				15,670
Total liabilities and shareholders' equity		$	119,229			$	106,829

 

See Notes to Condensed Consolidated Financial Statements

 

 

MW Bancorp, Inc.

Condensed Consolidated Statements of Income

For the Three and Six Months Ended December 31, 2015 and 2014

(In thousands, except share data)

 

		Three Months Ended December 31,								Six Months Ended December 31,
		2015				2014				2015				2014
		(Unaudited)
Interest Income
Loans, including fees		$	937			$	792			$	1,842			$	1,534
Taxable securities			24				31				51				55
Interest-bearing deposits			32				30				64				54
Total interest income			993				853				1,957				1,643
Interest Expense
Deposits			222				172				430				350
Federal Home Loan Bank advances			85				74				166				138
Total interest expense			307				246				596				488
Net Interest Income			686				607				1,361				1,155
Provision for Loan Losses			8				15				13				30
Net Interest Income After Provision for Loan Losses			678				592				1,348				1,125
Noninterest Income
Gain on sale of loans			7				18				52				27
Gain on sale of foreclosed assets, net			-				17				-				18
Income from Bank owned life insurance			23				24				46				47
Other operating			14				6				24				13
Total noninterest income			44				65				122				105
Noninterest Expense
Salaries, employee benefits and directors fees			401				355				784				690
Occupancy and equipment			51				33				89				66
Data processing			33				11				66				40
Franchise taxes			13				21				32				38
FDIC insurance premiums			18				18				35				37
Professional services			81				56				193				125
Advertising			12				5				34				22
Office supplies			15				7				26				14
Business entertainment			9				12				22				16
Other			66				58				119				103
Total noninterest expense			699				576				1,400				1,151
Income Before Federal Income Taxes			23				81				70				79
Federal Income Taxes			-				-				-				-
Net Income		$	23			$	81			$	70			$	79
Earnings per share - basic and diluted		$	0.03				N/A			$	0.09				N/A
Weighted-average shares outstanding - basic and diluted			806,108				-				806,089				-

 

See Notes to Condensed Consolidated Financial Statements

 

 

MW Bancorp, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

For the Three and Six Months Ended December 31, 2015 and 2014

(In thousands)

 

		Three Months Ended December 31,								Six Months Ended December 31,
		2015				2014				2015				2014
		(Unaudited)
Net income		$	23			$	81			$	70			$	79
Other comprehensive loss:
Unrealized holding gains (losses) on securities available for sale			(11	)			23				(19	)			5
Amortization of net unrealized holding loss on held-to-maturity securities			-				2				-				4
Net unrealized gains (losses)			(11	)			25				(19	)			9
Tax effect			-				-				-				-
Total other comprehensive income (loss)			(11	)			25				(19	)			9
Comprehensive income		$	12			$	106			$	51			$	88

 

See Notes to Condensed Consolidated Financial Statements

 

 

MW Bancorp, Inc.

Condensed Consolidated Statements of Shareholders’ Equity

For the Six Months Ended December 31, 2015 and 2014

(In thousands)

 

Six Months Ended December 31, 2015

 

																		Accumulated
						Additional				Shares								Other
		Common				Paid-in				Acquired				Retained				Comprehensive
		Stock				Capital				by ESOP				Earnings				Loss				Total
		(Unaudited)
Balance at July 1, 2015		$	9			$	7,386			$	(701	)		$	9,067			$	(91	)		$	15,670
Net income			-				-				-				70				-				70
Amortization of ESOP			-				14				35				-				-				49
Other comprehensive loss			-				-				-				-				(19	)			(19	)
Balance at December 31, 2015		$	9			$	7,400			$	(666	)		$	9,137			$	(110	)		$	15,770

 

Six Months Ended December 31, 2014

 

																		Accumulated
						Additional				Shares								Other
		Common				Paid-in				Acquired				Retained				Comprehensive
		Stock				Capital				by ESOP				Earnings				Loss				Total
		(Unaudited)
Balance at July 1, 2014		$	-			$	-			$	-			$	8,922			$	(93	)		$	8,829
Net income			-				-				-				79				-				79
Other comprehensive loss			-				-				-				-				9				9
Balance at December 31, 2014		$	-			$	-			$	-			$	9,001			$	(84	)		$	8,917

 

See Notes to Condensed Consolidated Financial Statements

 

 

MW Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended December 31, 2015 and 2014

(In thousands)

 

		Six Months Ended December 31,
		2015				2014
		(Unaudited)
Cash Flows from Operating Activities
Net income		$	70			$	79
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization			52				47
Amortization of premiums and discounts on securities, net			31				49
Accretion of deferred loan origination fees and costs, net			1				(23	)
Provision for loan losses			13				30
Gain on sale of loans			(52	)			(27	)
Proceeds from sales of loans			2,264				1,539
Loans originated for sale			(2,579	)			(1,523	)
Gain on sale of foreclosed assets			-				(18	)
Amortization of ESOP			49				-
Net changes in:
Accrued interest receivable			(39	)			(11	)
Other assets			55				(554	)
Cash surrender value of life insurance			(46	)			(47	)
Other liabilities			367				134
Directors deferred compensation			-				(1,007	)
Net cash provided by (used in) operating activities			186				(1,332	)
Cash Flows from Investing Activities
Net change in interest-bearing deposits in other financial institutions			1,000				898
Proceeds from maturities of available-for-sale securities			-				500
Principal repayments of held-to-maturity securities			274				400
Principal repayments of available-for-sale mortgage-backed securities			401				552
Net change in loans			(8,384	)			(10,549	)
Purchase of premises and equipment			(794	)			(18	)
Proceeds from sale of foreclosed assets			-				111
Addtions to foreclosed assets			(8	)			-
Net cash used in investing activities			(7,511	)			(8,106	)
Cash Flows from Financing Activities
Net change in deposits			11,208				(775	)
Proceeds from stock subscriptions held in escrow			-				6,658
Proceeds from Federal Home Loan Bank advances			2,000				11,500
Repayment of Federal Home Loan Bank advances			(1,275	)			(9,705	)
Net cash provided by financing activities			11,933				7,678
Net Change in Cash and Cash Equivalents			4,608				(1,760	)
Beginning Cash and Cash Equivalents			3,665				4,470
Ending Cash and Cash Equivalents		$	8,273			$	2,710
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest on deposits and borrowings		$	590			$	483
Supplemental Disclosure of Noncash Investing Activities
Transfers from loans to foreclosed assets		$	-			$	78
Transfers from loans to loans held for sale		$	5,058			$	-

 

See Notes to Condensed Consolidated Financial Statements

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 1:

Basis of Presentation

 

MW Bancorp, Inc. (“MW Bancorp”), headquartered in Cincinnati, Ohio, was formed to serve as the stock holding company for Mt. Washington Savings Bank following its mutual-to-stock conversion. The conversion was completed effective January 29, 2015. MW Bancorp is a Maryland corporation. MW Bancorp issued 876,163 shares at an offering price of $10.00 per share. On July 31, 2015, Mt. Washington Savings Bank changed its name to Watch Hill Bank. References within this Form 10-Q to the “Bank” are intended to describe Watch Hill Bank both before and after the name change.

 

The accompanying unaudited condensed balance sheet of MW Bancorp as of June 30, 2015, which has been derived from audited financial statements, and unaudited condensed consolidated financial statements of MW Bancorp as of December 31, 2015 and for the three and six months ended December 31, 2015 and 2014, were prepared in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. Accordingly, these condensed financial statements should be read in conjunction with the audited financial statements and notes thereto of MW Bancorp as of and for the year ended June 30, 2015 included in MW Bancorp’s Form 10-K. Reference is made to the accounting policies of MW Bancorp described in the Notes to the Financial Statements contained in the Form 10-K.

 

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary for a fair presentation of the unaudited financial statements have been included to present fairly the financial position as of December 31, 2015 and the results of operations and cash flows for the three and six months ended December 31, 2015 and 2014. All interim amounts have not been audited and the results of operations for the three and six months ended December 31, 2015, herein are not necessarily indicative of the results of operations to be expected for the entire fiscal year.

 

Principles of Consolidation

 

The consolidated financial statements as of and for the periods ended December 31, 2015, include MW Bancorp, Inc. and its wholly owned subsidiary, Watch Hill Bank, together referred to as “the Company,” “we,” “us,” or “our.” Intercompany transactions and balances have been eliminated in consolidation. The financial statements for the three and six months ended December 31, 2014 represent the Bank only, as the conversion to stock form, including the formation of MW Bancorp, was completed on January 29, 2015. References herein to the “Company” for periods prior to the completion of the stock conversion should be deemed to refer to the “Bank”.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, valuation of deferred tax assets and fair values of financial instruments.

 

Note 2:

Securities

 

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities are as follows:

 

		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
		(In thousands)
Available-for-sale Securities:
December 31, 2015
U. S. Government agency bonds		$	498			$	1			$	-			$	499
Mortgage-backed securities of U.S. government sponsored entities - residential			3,355				9				(15	)			3,349
		$	3,853			$	10			$	(15	)		$	3,848
June 30, 2015
U. S. Government agency bonds		$	498			$	-			$	(5	)		$	493
Mortgage-backed securities of U.S. government sponsored entities - residential			3,783				23				(4	)			3,802
		$	4,281			$	23			$	(9	)		$	4,295

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
		(In thousands)
Held-to-maturity Securities:
December 31, 2015
Mortgage-backed securities of U.S. government sponsored entities - residential		$	1,272			$	-			$	(63	)		$	1,209
June 30, 2015
Mortgage-backed securities of U.S. government sponsored entities - residential		$	1,551			$	-			$	(71	)		$	1,480

 

The amortized cost and fair value of available-for-sale securities and held-to-maturity securities at December 31, 2015, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are shown separately.

 

		December 31, 2015
		Available-for-sale								Held-to-maturity
		Amortized Cost				Fair  Value				Amortized Cost				Fair  Value
		(In thousands)
U. S. Government agency bonds  Due in more than ten years		$	498			$	499			$	-			$	-
Mortgage-backed securities of U.S. government sponsored entities -  residential - not due at a single maturity date			3,355				3,349				1,272				1,209
		$	3,853			$	3,848			$	1,272			$	1,209

 

The Company had no sales of investment securities during the three- and six-month periods ended December 31, 2015 and 2014.

 

The Company had pledged $2.1 million and $1.1 million of its investment securities at December 31, 2015 and June 30, 2015, respectively.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

At December 31, 2015 and June 30, 2015, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of the Company’s equity.

 

On August 1, 2013, the Company reclassified its collateralized mortgage obligation portfolio to held-to-maturity from available-for sale because management intends to hold these securities to maturity. The securities had a total amortized cost of $2.925 million and a corresponding fair value of $2.894 million. The gross unrealized loss on these securities at the date of transfer was $31,000. The unrealized holding loss at the time of transfer continues to be reported in accumulated other comprehensive loss and is being amortized over the remaining lives of the securities as an adjustment to the yield. The amortization of the remaining holding loss reported in accumulated other comprehensive loss will offset the effect on interest income of the discount for the transferred securities. The remaining unamortized balance of this loss was $18,000 at December 31, 2015.

 

The following tables show the Company’s investments’ gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment class and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2015 and June 30, 2015:

 

		Less than 12 Months								12 Months or Longer								Total
Description of Securities		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
		(In thousands)
December 31, 2015
Available-for-sale Securities:
Mortgage-backed securities of U.S. government sponsored entities - residential		$	1,329			$	(8	)		$	517			$	(7	)		$	1,846			$	(15	)
Held-to-maturity Securities:
Mortgage-backed securities  of U.S. government sponsored entities - residential			-				-				1,209				(63	)			1,209				(63	)
		$	1,329			$	(8	)		$	1,726			$	(70	)		$	3,055			$	(78	)
June 30, 2015
Available-for-sale Securities:
U.S. Government agencies		$	493			$	(5	)		$	-			$	-			$	493			$	(5	)
Mortgage-backed securities of U.S. government sponsored entities - residential			-				-				579				(4	)			579				(4	)
Held-to-maturity Securities:
Mortgage-backed securities  of U.S. government sponsored entities - residential			-				-				1,480				(71	)			1,480				(71	)
		$	493			$	(5	)		$	2,059			$	(75	)		$	2,552			$	(80	)

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Other-than-temporary Impairment

 

At December 31, 2015 and June 30, 2015, all of the mortgage-backed securities held by the Company were issued by U.S. government-sponsored entities and agencies, primarily Fannie Mae and Ginnie Mae, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates and not credit quality, and because the Company does not have the intent, and it is likely that it will not be required, to sell these mortgage-backed securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2015 and June 30, 2015.

 

Note 3:

Loans and Allowance for Loan Losses

 

Loans at December 31, 2015 and June 30, 2015 include:

 

		December 31,				June 30,
		2015				2015
		(In thousands)
Real estate loans
One- to four-family residential		$	65,809			$	65,170
Multi-family residential			7,338				6,221
Commercial			17,095				15,908
Construction			3,284				3,041
Consumer and other			232				93
Total loans			93,758				90,433
Less:
Net deferred loan costs			(52	)			(47	)
Allowance for loan losses			1,620				1,602
Net loans		$	92,190			$	88,878

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

The following table presents, by portfolio segment, the activity in the allowance for loan losses for the three and six months ended December 31, 2015 and the recorded investment in loans and impairment method as of December 31, 2015:

 

		December 31, 2015
		Real Estate
		1-4 Family				1-4 Family
		Owner				Non-Owner				Multi-
		Occupied				Occupied				family				Commercial				Construction				Consumer				Total
		(In thousands)
Three Months Ended December 31, 2015
Allowance for loan losses:
Balance, October 1, 2015		$	1,159			$	258			$	2			$	127			$	64				-			$	1,610
Provision for loan losses			4				21				(1	)			(11	)			(4	)			(2	)			7
Charge-offs			-				-				-				-				-				-				-
Recoveries			1				-				-				-				-				2				3
Balance, December 31, 2015		$	1,164			$	279			$	1			$	116			$	60			$	-			$	1,620
Six Months Ended December 31, 2015
Allowance for loan losses:
Balance, July 1, 2015		$	1,130			$	287			$	3			$	124			$	58			$	-			$	1,602
Provision for loan losses			32				(8	)			(2	)			(8	)			2				(3	)			13
Charge-offs			-				-				-				-				-				-				-
Recoveries			2				-				-				-				-				3				5
Balance, December 31, 2015		$	1,164			$	279			$	1			$	116			$	60			$	-			$	1,620
Allowance for loan losses:
Ending balance, individually evaluated for impairment		$	113			$	52			$	-			$	-			$	-			$	-			$	165
Ending balance, collectively evaluated for impairment		$	1,051			$	227			$	1			$	116			$	60			$	-			$	1,455
Loans:
Ending balance		$	54,153			$	11,656			$	7,338			$	17,095			$	3,284			$	232			$	93,758
Ending balance; individually evaluated for impairment		$	1,246			$	275			$	-			$	164			$	-			$	-			$	1,685
Ending balance; collectively evaluated for impairment		$	52,907			$	11,381			$	7,338			$	16,931			$	3,284			$	232			$	92,073

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

The following table presents, by portfolio segment, the activity in the allowance for loan losses for the three and six months ended December 31, 2014:

 

		Real Estate
		1-4 Family				1-4 Family
		Owner				Non-Owner				Multi-
		Occupied				Occupied				family				Commercial				Construction				Consumer				Total
		(In thousands)
Three Months Ended December 31, 2014
Allowance for loan losses:
Balance, October 1, 2014		$	1,089			$	267			$	23			$	98			$	62				12			$	1,551
Provision for loan losses			11				15				(21	)			47				(23	)			(14	)			15
Charge-offs			-				-				-				-				-				-				-
Recoveries			5				-				-				-				-				2				7
Balance, December 31, 2014		$	1,105			$	282			$	2			$	145	#		$	39			$	-			$	1,573
Six Months Ended December 31, 2014
Allowance for loan losses:
Balance, July 1, 2014		$	1,065			$	278			$	33			$	105			$	56			$	-			$	1,537
Provision for loan losses			37				4				(31	)			40				(17	)			(3	)			30
Charge-offs			(3	)			-				-				-				-				-				(3	)
Recoveries			6				-				-				-				-				3				9
Balance, December 31, 2014		$	1,105			$	282			$	2			$	145			$	39			$	-			$	1,573

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

The following table presents, by portfolio segment, the allowance for loan losses, the recorded investment in loans and impairment method as of June 30, 2015:

 

		Real Estate
		1-4 Family				1-4 Family
		Owner				Non-Owner				Multi-
		Occupied				Occupied				family				Commercial				Construction				Consumer				Total
		(In thousands)
June 30, 2015
Allowance for loan losses:
Ending balance, individually evaluated for impairment		$	134			$	70			$	-			$	-			$	-			$	-			$	204
Ending balance, collectively  evaluated for impairment		$	996			$	217			$	3			$	124			$	58			$	-			$	1,398
Loans:
Ending balance		$	53,795			$	11,375			$	6,221			$	15,908			$	3,041			$	93			$	90,433
Ending balance; individually evaluated for impairment		$	1,294			$	290			$	-			$	153			$	-			$	-			$	1,737
Ending balance; collectively evaluated for impairment		$	52,501			$	11,085			$	6,221			$	15,755			$	3,041			$	93			$	88,696

 

Internal Risk Categories

 

The Company has adopted a standard loan grading system for all loans. Loans are selected for a grading review based on certain characteristics, including credit concentrations, subprime criteria and delinquency of 90 days or more. Definitions are as follows:

 

Pass: These are higher quality loans that do not fit any of the other categories described below.

 

Special Mention: The loans identified as special mention have an obvious flaw or a potential weakness that deserves special management attention, but which has not yet impacted collectibility. These flaws or weaknesses, if left uncorrected, may result in the deterioration of the prospects of repayment or of the Company’s credit position.

 

Substandard: These are loans with a well-defined weakness, where the Company has a serious concern about the borrower’s ability to make full repayment if the weaknesses are not corrected. The loan may contain a flaw, which could impact the borrower’s ability to repay, or the borrower’s continuance as a “going concern.” When collateral values are not sufficient to secure the loan and other weaknesses are present, the loan may be rated substandard. A loan will also be rated substandard when full repayment is expected, but it must come from the liquidation of collateral.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Doubtful: These are loans with major defined weaknesses, where future charge-off of a part of the credit is highly likely. The primary repayment source is no longer viable and the viability of the secondary source of repayment is in doubt. The amount of loss is uncertain due to circumstances within the credit that are not yet fully developed and the loan is rated “Doubtful” until the loss can be accurately estimated.

 

Loss: These are near term charge-offs. Loans classified as loss are considered uncollectible and of such little value that it is not desirable to continue carrying them as assets on the Company’s financial statements, even though partial recovery may be possible at some future time.

 

The following tables present the credit risk profile of the Company’s loan portfolio based on internal rating category and payment activity as of December 31, 2015 and June 30, 2015:

 

		December 31, 2015
		Real Estate
		1-4 Family				1-4 Family
		Owner				Non-Owner				Multi-
		Occupied				Occupied				family				Commercial				Construction				Consumer				Total
		(In thousands)
Pass		$	53,074			$	10,958			$	7,338			$	17,095			$	3,284			$	232			$	91,981
Special mention			-				-				-				-				-				-				-
Substandard			1,079				698				-				-				-				-				1,777
Doubtful			-				-				-				-				-				-				-
Total		$	54,153			$	11,656			$	7,338			$	17,095			$	3,284			$	232			$	93,758

 

		June 30, 2015
		Real Estate
		1-4 Family				1-4 Family
		Owner				Non-Owner				Multi-
		Occupied				Occupied				family				Commercial				Construction				Consumer				Total
		(In thousands)
Pass		$	52,668			$	10,659			$	6,221			$	15,908			$	3,041			$	93			$	88,590
Special mention			-				-				-				-				-				-				-
Substandard			1,127				716				-				-				-				-				1,843
Doubtful			-				-				-				-				-				-				-
Total		$	53,795			$	11,375			$	6,221			$	15,908			$	3,041			$	93			$	90,433

 

The Company has a portfolio of loans designated as subprime, defined as those loans made to borrowers with a credit score below 660. These loans are primarily secured by 1-4 family real estate, including both owner-occupied and non-owner-occupied properties. Subprime loans totaled $6.5 million and $7.8 million at December 31, 2015 and June 30, 2015, respectively. The decrease was due primarily to updated credit reviews of borrowers in the portfolio who no longer met the criteria for subprime credit status.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

The Company evaluates the loan risk grading system definitions and allowance for loan losses methodology on an ongoing basis. No significant changes were made to either during the past year.

 

The following tables present the Company’s loan portfolio aging analysis of the recorded investment in loans as of December 31, 2015 and June 30, 2015:

 

		December 31, 2015
																										Total Loans >
		30-59 Days				60-89 Days				Greater Than				Total								Total Loans				90 Days &
		Past Due				Past Due				90 Days				Past Due				Current				Receivable				Accruing
		(In thousands)
Real estate
1-4 family owner-occupied		$	149			$	70			$	101			$	320			$	53,833			$	54,153			$	-
1-4 family non-owner occupied			384				-				-				384				11,272				11,656				-
Multi-family residential			-				-				-				-				7,338				7,338				-
Commercial			-				-				-				-				17,095				17,095				-
Construction			-				-				-				-				3,284				3,284				-
Consumer and other			-				-				-				-				232				232				-
Total		$	533			$	70			$	101			$	704			$	93,054			$	93,758			$	-

 

		June 30, 2015
																										Total Loans >
		30-59 Days				60-89 Days				Greater Than				Total								Total Loans				90 Days &
		Past Due				Past Due				90 Days				Past Due				Current				Receivable				Accruing
		(In thousands)
Real estate
1-4 family owner-occupied		$	223			$	-			$	86			$	309			$	53,486			$	53,795			$	-
1-4 family non-owner occupied			-				-				-				-				11,375				11,375				-
Multi-family residential			-				-				-				-				6,221				6,221				-
Commercial			-				-				-				-				15,908				15,908				-
Construction			-				-				-				-				3,041				3,041				-
Consumer and other			-				-				-				-				93				93				-
Total		$	223			$	-			$	86			$	309			$	90,124			$	90,433			$	-

 

A loan is considered impaired when based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming multi-family and commercial loans, but also include loans modified in troubled debt restructurings.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

The following table presents impaired loan information as of and for the three and six months ended December 31, 2015:

 

														For the Three Months Ended								For the Six Months Ended
		As of December 31, 2015												December 31, 2015								December 31, 2015
						Unpaid				Allowance for Loan				Average				Interest				Average				Interest
		Recorded Investment				Principal Balance				Losses Allocated				Recorded Investment				Income Recognized				Recorded Investment				Income Recognized
		(In thousands)
Loans with no related allowance recorded:
Real estate
1-4 family owner-occupied		$	862			$	1,042			$	-			$	773			$	6				805			$	12
1-4 family non-owner occupied			125				152				-				126				-				128				-
Multi-family residential			-				-				-				-				-				-				-
Commercial			164				164				-				150				2				150				5
Construction			-				-				-				-				-				-				-
Consumer and other			-				-				-				-				-				-				-
Loans with an allowance recorded:
Real estate
1-4 family owner-occupied			384				459				113				376				-				380				-
1-4 family non-owner occupied			150				185				52				152				-				154				-
Multi-family residential			-				-				-				-				-				-				-
Commercial			-				-				-				-				-				-				-
Construction			-				-				-				-				-				-				-
Consumer and other			-				-				-				-				-				-				-
Totals		$	1,685			$	2,002			$	165			$	1,577			$	8			$	1,617			$	17

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

The following table presents impaired loan information as of June 30, 2015 and for the three and six months ended December 31, 2014:

 

														For the Three Months Ended								For the Six Months Ended
		As of June 30, 2015												December 31, 2014								December 31, 2014
						Unpaid				Allowance for Loan				Average				Interest				Average				Interest
		Recorded Investment				Principal Balance				Losses Allocated				Recorded Investment				Income Recognized				Recorded Investment				Income Recognized
		(In thousands)
Loans with no related allowance recorded:
Real estate
1-4 family owner-occupied		$	762			$	937			$	-			$	1,110			$	-			$	1,116			$	-
1-4 family non-owner occupied			72				89				-				76				-				77				-
Multi-family residential			-				-				-				-				-				-				-
Commercial			153				168				-				-				-				-				-
Construction			-				-				-				-				-				-				-
Consumer and other			-				-				-				-				-				-				-
Loans with an allowance recorded:
Real estate
1-4 family owner-occupied			532				596				134				656				-				661				-
1-4 family non-owner occupied			218				255				70				230				-				230				-
Multi-family residential			-				-				-				-				-				-				-
Commercial			-				-				-				-				-				-				-
Construction			-				-				-				-				-				-				-
Consumer and other			-				-				-				-				-				-				-
Totals		$	1,737			$	2,045			$	204			$	2,072			$	-			$	2,084			$	-

 

The recorded investment in loans excludes accrued interest receivable and loan origination fees, net due to immateriality.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

The following table presents the Company’s nonaccrual loans at December 31, 2015 and June 30, 2015. The table excludes performing troubled debt restructurings.

 

		December 31,				June 30,
		2015				2015
		(In thousands)
Real estate
1-4 family owner-occupied		$	748			$	795
1-4 family non-owner occupied			275				290
Multi-family residential			-				-
Commercial			-				-
Construction			-				-
Consumer and other			-				-
Total nonaccrual		$	1,023			$	1,085

 

At December 31, 2015 and June 30, 2015, the Company had certain loans that were modified in troubled debt restructurings and impaired. The modification of terms of such loans included one or a combination of the following: an extension of maturity, a reduction of the stated interest rate or a permanent reduction of the recorded investment in the loan. The Company had loans modified in a troubled debt restructuring totaling $1.3 million at both December 31, 2015 and June 30, 2015. Troubled debt restructured loans had specific allowances totaling $96,000 and $115,000 at December 31, 2015 and June 30, 2015, respectively. At December 31, 2015, the Company had no commitments to lend additional funds to borrowers with troubled debt restructured loans.

 

No loans were modified as troubled debt restructurings during either the three and six months ended December 31, 2015 or 2014.

 

The Company had no troubled debt restructurings modified during the twelve months ended December 31, 2015 or 2014 that subsequently defaulted during the six-month periods ended December 31, 2015 or 2014. A troubled debt restructured loan is considered to be in payment default once it is 30 days contractually past due under the loan’s modified terms.

 

In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 4:

Regulatory Matters

 

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.

 

Effective January 1, 2015, the Bank is subject to the capital requirements set forth by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act. Among other things, the rule established a new common equity Tier 1 minimum capital requirement and assigned a higher risk weight (150%) to exposures that are more than 90 days past due, or are on nonaccrual status, and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements, unless a one-time opt-in or opt-out is exercised. The Bank has chosen to exclude unrealized gains and losses from regulatory capital. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective.

 

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Total capital, Tier I capital and Common Equity (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital to total average assets (as defined). Management believes, as of December 31, 2015 and June 30, 2015, that the Bank met all capital adequacy requirements to which it is subject.

 

As of December 31, 2015 and June 30, 2015, the Bank was well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events that management believes have changed the Bank’s category.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

The Bank’s actual capital amounts and ratios are presented in the following table:

 

		Actual								For Capital Adequacy Purposes								To Be Well Capitalized Under Prompt Corrective Action Provisions
		Amount				Ratio				Amount				Ratio				Amount				Ratio
		(Dollars in thousands)
As of December 31, 2015
Total Capital
(to Risk-Weighted Assets)		$	15,086				21.4	%		$	5,642				8.0	%		$	7,053				10.0	%
Tier I Capital
(to Risk-Weighted Assets)		$	14,195				20.1	%		$	4,232				6.0	%		$	5,642				8.0	%
Common Equity
(to Risk-Weighted Assets)		$	14,195				20.1	%		$	3,174				4.5	%		$	4,584				6.5	%
Tier I Capital
(to Average Assets)		$	14,195				12.1	%		$	4,690				4.0	%		$	5,863				5.0	%
As of June 30, 2015
Total Capital
(to Risk-Weighted Assets)		$	14,834				23.1	%		$	5,140				8.0	%		$	6,425				10.0	%
Tier I Capital
(to Risk-Weighted Assets)		$	14,021				21.8	%		$	3,855				6.0	%		$	5,140				8.0	%
Common Equity
(to Risk-Weighted Assets)		$	14,021				21.8	%		$	2,891				4.5	%		$	4,176				6.5	%
Tier I Capital
(to Average Assets)		$	14,021				13.7	%		$	4,089				4.0	%		$	5,112				5.0	%

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 5:

Disclosures about Fair Value of Assets and Liabilities

 

Fair value is the exchange price that would be received to sell an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

 

Level 1

Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 

Level 2

Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3

Significant unobservable inputs that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

Recurring Measurements

 

The following table presents the fair value measurement of assets recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2015 and June 30, 2015:

 

						Fair Value Measurement Using
		Fair Value				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
		(In thousands)
December 31, 2015
U.S. Government agency bonds		$	499			$	-			$	499			$	-
Mortgage-backed securities of U.S. of government sponsored entities - residential			3,349				-				3,349				-
		$	3,848			$	-			$	3,848			$	-
June 30, 2015
U. S. Government agency bonds		$	493			$	-			$	493			$	-
Mortgage-backed securities of U.S. of government sponsored entities - residential			3,802				-				3,802				-
		$	4,295			$	-			$	4,295			$	-

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. There were no assets classified within Level 3 of the fair value hierarchy measured on a recurring basis. There were no transfers between Level 1 and Level 2 during the periods ended December 31, 2015 and 2014.

 

Available-for-sale Securities

 

Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flow. Such securities are classified within Level 2 of the valuation hierarchy.

 

Nonrecurring Measurements

 

The following table presents fair value measurements of assets measured at fair value on a non-recurring basis and the level within the fair value hierarchy in which fair value measurements fall at December 31, 2015 and June 30, 2015:

 

						Fair Value Measurement Using
		Fair  Value				Quoted Prices in Active Markets for Identical Assets  (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs  (Level 3)
		(In thousands)
December 31, 2015
Impaired loans - residential
One-to-four family owner occupied		$	271			$	-			$	-			$	271
One-to-four family non-owner occupied			99				-				-				99
June 30, 2015
Impaired loans - residential
One-to-four family owner occupied		$	270			$	-			$	-			$	270
One-to-four family non-owner occupied			148				-				-				148
Foreclosed assets			104				-				-				104

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a non-recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

 

Impaired Loans (Collateral Dependent)

 

The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

 

Appraisals for collateral-dependent impaired loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of management reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Unobservable (Level 3) Inputs

 

The following table presents quantitative information about unobservable inputs used in nonrecurring Level 3 fair value measurements:

 

		Fair Value at December 31, 2015				Valuation Technique		Unobservable Inputs		Range (Weighted Average)
		(In thousands)
Impaired loans (collateral dependent) - one-to-four family owner occupied residential real estate		$	271			Sales comparison approach		Adjustment for differences between the comparable real estate sales			10	%
Impaired loans (collateral dependent) - one-to-four family non-owner occupied residential real estate		$	99			Sales comparison approach		Adjustment for differences between the comparable real estate sales			10	%

 

		Fair Value at June 30, 2015				Valuation Technique		Unobservable Inputs		Range (Weighted Average)
		(In thousands)
Impaired loans (collateral dependent) - one-to-four family owner occupied residential real estate		$	270			Sales comparison approach		Adjustment for differences between the comparable real estate sales			10	%
Impaired loans (collateral dependent) - one-to-four family non-owner occupied residential real estate		$	148			Sales comparison approach		Adjustment for differences between the comparable real estate sales			10	%
Foreclosed assets		$	104			Sales comparison approach		Adjustment for differences between the comparable real estate sales			10	%

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Fair Value of Financial Instruments

 

The following table presents the carrying amount and estimated fair values of the Company’s financial instruments not carried at fair value and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2015 and June 30, 2015.

 

						Fair Value Measurement Using
		Carrying Amount				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
		(In thousands)
December 31, 2015
Financial assets
Cash and cash equivalents		$	8,273			$	8,273			$	-			$	-			$	8,273
Interest-bearing time deposits			2,100				-				2,100				-				2,100
Held-to-maturity securities			1,272				-				1,209				-				1,209
Loans			92,190				-				-				99,493				99,493
Federal Home Loan Bank stock			1,164				n/a				n/a				n/a				n/a
Accrued interest receivable			284				-				284				-				284
Financial liabilities
Deposits			79,732				36,971				43,174								80,145
Federal Home Loan Bank advances			23,085				-				23,035				-				23,035
Accrued interest payable			37				-				37				-				37
June 30, 2015
Financial assets
Cash and cash equivalents		$	3,665			$	3,665			$	-			$	-			$	3,665
Interest-bearing time deposits			3,100				-				3,100				-				3,100
Held-to-maturity securities			1,551				-				1,480				-				1,480
Loans			88,878				-				-				89,561				89,561
Federal Home Loan Bank stock			1,164				n/a				n/a				n/a				n/a
Accrued interest receivable			245				-				245				-				245
Financial liabilities
Deposits			68,524				25,076				43,112				-				68,188
Federal Home Loan Bank advances			22,360				-				21,692				-				21,692
Accrued interest payable			31				-				31				-				31

 

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value.

 

Cash and Cash Equivalents and Interest-bearing Time Deposits

 

The carrying amount of cash, short-term instruments and time deposits approximate fair value and are classified as Level 1.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Held-to-Maturity Securities

 

The fair value of held-to-maturity securities was estimated by using pricing models that contain market pricing and information, quoted prices of securities with similar characteristics or discounted cash flows that use credit-adjusted discount rates, resulting in a Level 2 classification.

 

Loans

 

Fair values of loans are estimated as follows: For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values, resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality, resulting in a Level 3 classification. Impaired loans are valued at the lower of cost or fair value of collateral as described previously. The methods utilized to estimate the fair value of loans do not necessarily represent an exit price.

 

Federal Home Loan Bank Stock

 

It is not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.

 

Accrued Interest Receivable and Payable

 

The carrying amounts of accrued interest approximate fair value, resulting in a Level 2 classification.

 

Deposits

 

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) resulting in a Level 1 classification. The carrying amounts of variable rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date resulting in a Level 1 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

 

Federal Home Loan Bank Advances

 

The fair values of FHLB advances are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements, resulting in a Level 2 classification.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Off Balance Sheet Instruments

 

Fair values of off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

 

Note 6:

Accumulated Other Comprehensive Loss

 

Changes in accumulated other comprehensive loss by component, net of tax, for the three and six months ended December 31, 2015 and 2014 are as follows:

 

						Unrealized
		Unrealized				Gains and Losses
		Gains and Losses				on Securities
		on Available				Transferred from
		for Sale				Available for Sale to
		Securities				Held to Maturity				Total
		(In thousands)
Three Months Ended December 31, 2015
Balance, October 1, 2015		$	(81	)		$	(18	)		$	(99	)
Other comprehensive loss			(11	)			-				(11	)
Balance, December 31, 2015		$	(92	)		$	(18	)		$	(110	)
Three Months Ended December 31, 2014
Balance, October 1, 2014		$	(85	)		$	(24	)		$	(109	)
Other comprehensive income			23				-				23
Accretion of unrealized losses on securities transferred from available for sale to held to maturity recognized in other comprehensive income			-				2				2
Net current period other comprehensive income (loss)			23				2				25
Balance, December 31, 2014		$	(62	)		$	(22	)		$	(84	)

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

						Unrealized
		Unrealized				Gains and Losses
		Gains and Losses				on Securities
		on Available				Transferred from
		for Sale				Available for Sale to
		Securities				Held to Maturity				Total
		(In thousands)
Six Months Ended December 31, 2015
Balance, July 1, 2015		$	(73	)		$	(18	)		$	(91	)
Other comprehensive loss			(19	)			-				(19	)
Balance, December 31, 2015		$	(92	)		$	(18	)		$	(110	)
Six Months Ended December 31, 2014
Balance, July 1, 2014		$	(67	)		$	(26	)		$	(93	)
Other comprehensive income, net of tax			5				-				5
Accretion of unrealized losses on securities transferred from available for sale to held to maturity recognized in other comprehensive income			-				4				4
Net current period other comprehensive income			5				4				9
Balance, December 31, 2014		$	(62	)		$	(22	)		$	(84	)

 

There were no material items reclassified from accumulated other comprehensive loss to the statement of income for the three- and six-month periods ended December 31, 2015 and 2014.

 

Note 7:

Earnings Per Share

 

Basic earnings per share (“EPS”) excludes dilution and is calculated by dividing net income applicable to common stock by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS is computed in a manner similar to that of basic EPS except that the weighted-average number of common shares outstanding is increased to include the number of incremental common shares that would have been outstanding if all potentially dilutive common stock equivalents were issued during the period. Unallocated common shares held by the Company’s Employee Stock Ownership Plan (the “ESOP”) are shown as a reduction in stockholders’ equity and are excluded from weighted-average common shares outstanding for both basic and diluted EPS calculations until they are committed to be released.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Earnings per share for the three months ended December 31, 2015 was $0.03, calculated using 876,163 shares issued, less 70,055 unallocated shares held by the ESOP. Earnings per share for the six months ended December 31, 2015 was $0.09, calculated using 876,163 shares issued, less 70,074 unallocated shares held by the ESOP. The Company had no dilutive or potentially dilutive securities at December 31, 2015.

 

Earnings per share disclosures are not applicable to the three-and six-month periods ended December 31, 2014, because the Company did not complete the conversion to stock form until January 29, 2015.

 

Note 8:

Employee Stock Ownership Plan

 

As part of the Company’s stock conversion, shares were purchased by the ESOP with a loan from MW Bancorp. All employees of the Bank meeting certain tenure requirements are entitled to participate in the ESOP. Compensation expense related to the ESOP was $15,000 and $28,000 for the three and six month periods ended December 31, 2015, respectively.

 

A summary of the unallocated share activity of the Bank’s ESOP for the six months ended December 31, 2015 is as follows:

 

Balance, July 1, 2015			70,093
New share purchases			-
Shares released to participants			-
Share allocated to participants			(3,504	)
Balance, December 31, 2015			66,589

 

The stock price at the formation date was $10.00. The aggregate fair value of the 66,589 unallocated shares was $999,000 based on the $15.00 closing price of our common stock on December 31, 2015.

 

Note 9:

Directors Deferred Compensation

 

The Company had a nonqualified Directors Deferred Compensation Plan (the “Plan”) which provided for the payment of benefits upon termination of service with the Company as a director. The Plan specified monthly payments for 10 years based upon 80% of the director’s final year fees upon reaching the retirement age defined by the Plan. On June 25, 2013, the Company elected to terminate and liquidate the Plan. The termination cost was approximately $2.0 million, which was reflected on the Company’s balance sheet at June 30, 2014. The funds were fully disbursed in July 2014 and February 2015.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 10:

Recent Accounting Pronouncements

 

FASB ASU 2014-04, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40), Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure, a consensus of the FASB Emerging Issues Task Force. The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-04, in January 2014. The amendments in this update provide clarification on when an in-substance repossession or foreclosure occurs, including when a creditor should be considered to have received physical possession of the residential real estate property collateralizing a consumer mortgage loan, and when to derecognize the loan and recognize the foreclosed property. The amendments in this update were effective for public business entities for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. An entity can elect to adopt the amendments in this update using either a modified retrospective transition method or a prospective transition method. This standard did not have a material impact on the Company’s financial statements.

 

FASB ASU 2014-09, Revenue from Contracts with Customers. In May 2014, the FASB issued amended guidance on revenue recognition from contracts with customers. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most contract revenue recognition guidance, including industry-specific guidance. The core principle of the amended guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amended guidance is effective for annual reporting periods beginning after December 15, 2017, and interim periods within the reporting period, and should be applied either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the amendments recognized at the date of initial application. Early adoption is prohibited. Management is currently in the process of evaluating the impact of the amended guidance on the Company’s financial statements.

 

FASB ASU 2014-11, Transfers and Servicing (Topic 860), Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures, was issued in June 2014. The amendments in this Update require disclosures for certain transactions comprising a transfer of a financial asset accounted for as a sale and an agreement with the same transferee entered into in contemplation of the initial transfer that results in the transferor retaining substantially all of the exposure to the economic return on the transferred financial asset throughout the term of the transaction. This Update also requires certain disclosures for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions that are accounted for as secured borrowings. The accounting changes in this Update were effective for public business entities for the first interim or annual period beginning after December 15, 2014. For public business entities, the disclosure for certain transactions accounted for as a sale is required to be presented for interim and annual periods beginning after December 15, 2014, and for disclosure for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings is required to be presented for annual periods beginning after December 15, 2014, and for interim periods beginning after March 15, 2015. The disclosures are not required to be presented for comparative periods before the effective date. This standard did not have a material impact on the Company’s financial statements.

 

 

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 11:

Change in Corporate Form

 

On January 29, 2015, the Bank converted into a stock savings bank structure with the establishment of a stock holding company, MW Bancorp, Inc., a Maryland corporation, as parent of the Bank.

 

The Bank converted to the stock form of ownership, followed by the issuance of all of the Bank’s outstanding stock to the Company. Pursuant to the Plan, the Bank determined the total offering value and number of shares of common stock based upon an independent appraiser’s valuation. The stock was priced at $10.00 per share. In addition, the Bank’s Board of Directors adopted ESOP, which subscribed for 8% of the common stock sold in the offering. Proceeds from the sale of shares totaled $8.8 million. The costs of issuing the common stock were deducted from the sales proceeds of the offering.

 

At the completion of the conversion to stock form, the Bank established a liquidation account in the amount of retained earnings contained in the final prospectus. The liquidation account will be maintained for the benefits of eligible savings account holders who maintain deposit accounts in the Bank after conversion.

 

The conversion was accounted for as a change in corporate form with the historic basis of the Bank’s assets, liabilities and equity unchanged as a result.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Management’s discussion and analysis of the financial condition at December 31, 2015 and results of operations for the three and six months ended December 31, 2015 and 2014, is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto, appearing in Part I, Item 1 of this quarterly report on

Form 10-Q.

 

Forward-Looking Statements

 

This document contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions. These forward-looking statements include: statements of goals, intentions and expectations, statements regarding prospects and business strategy, statements regarding asset quality and market risk, and estimates of future costs, benefits and results.

 

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following: (1) general economic conditions, (2) competitive pressure among financial services companies, (3) changes in interest rates, (4) deposit flows, (5) loan demand, (6) changes in legislation or regulation, (7) changes in accounting principles, policies and guidelines and (8) other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services.

 

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. We have no obligation to update or revise any forward-looking statements to reflect any changed assumptions, any unanticipated events or any changes in the future.

 

Critical Accounting Policies

 

The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical. The estimates and assumptions that we use are based on historical experience and various other factors we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities or our results of operations.

 

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following represent our critical accounting policies:

 

Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered necessary for probable incurred credit losses in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses which is charged against income. In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical accounting policies.

 

Management performs a quarterly evaluation of the allowance for loan losses. Consideration is given to a variety of factors in establishing this estimate, including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.

 

The analysis has two components-specific and general allowances. The specific allowance is for unconfirmed losses related to loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral adjusted for market conditions and selling expenses. If the fair value of the loan is less than its carrying value, a charge is recorded for the difference. The general allowance, which is for loans reviewed collectively, is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. The historical loss experience is determined by portfolio segment and is based on the Company’s actual loss history over the most recent twelve quarters. All periods are evenly weighted within the twelve quarter loss history. The methodology used in calculation of loss factors is consistently applied to all loan segments. This analysis establishes historical loss percentages and qualitative factors that are applied to the loan groups to determine the amount of the allowance for loan losses necessary for loans that are reviewed collectively. The qualitative component is critical in determining the allowance for loan losses as certain trends may indicate the need for changes to the allowance for loan losses based on factors beyond the historical loss history. Not incorporating a qualitative component could misstate the allowance for loan losses. Actual loan losses may be significantly more than the allowances we have established, which could result in a material adverse effect on our financial results.

 

Deferred Tax Assets. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Determining the proper valuation allowance for deferred taxes is critical in properly valuing the deferred tax asset and the related recognition of income tax expense or benefit. At both December 31, 2015 and June 30, 2015, our deferred tax asset was reduced by a $2.1 million valuation allowance, which represented full valuation allowance applied to our net deferred tax asset. The Company maintained a full valuation allowance against its net deferred tax asset as of and for the three and six months ended December 31, 2015 and 2014, and as of and for the year ended June 30, 2015.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimates the fair value of a financial instrument and any related asset impairment using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, the Company estimates fair value. These estimates are subjective in nature and imprecision in estimating these factors can impact the amount of gain or loss recorded. A more detailed description of the fair values measured at each level of the fair value hierarchy and the methodology utilized by the Company can be found in Note 5 to this Form 10-Q — “Disclosures About Fair Value of Assets and Liabilities.”

 

Comparison of Financial Condition at December 31, 2015 and June 30, 2015

 

Total Assets. Total assets were $119.2 million at December 31, 2015, an increase of $12.4 million, or 11.6%, over the $106.8 million total at June 30, 2015. The increase was primarily comprised of an $8.7 million increase in net loans and a $4.6 million increase in cash and cash equivalents, which were partially offset by a decrease in interest-bearing deposits in other financial institutions of $1.0 million.

 

Net Loans. Net loans, including loans held for sale, increased by $8.7 million, or 9.8%, to $97.6 million at December 31, 2015 from $88.9 million at June 30, 2015. During the six months ended December 31, 2015, we originated $21.9 million of loans, which represented approximately 24.3% of our total loan portfolio at June 30, 2015. These new loan originations were comprised primarily of $13.7 million of one- to four-family residential real estate loans, $2.6 million of commercial real estate loans, $3.4 million of construction loans and $2.0 of multi-family residential real estate loans. During the six months ended December 31, 2015, we originated and sold $2.2 million of loans in the secondary market and had another $350,000 in loans held for sale at December 31, 2015.

 

During the six months ended December 31, 2015, one- to four-family residential real estate loans increased $639,000, or 1.0%, to $65.8 million at December 31, 2015, from $65.2 million at June 30, 2015; commercial real estate loans increased $1.2 million, or 7.5%, to $17.1 million at December 31, 2015; multi-family residential real estate loans increased $1.1 million, or 18.0%, to $7.3 million at December 31, 2015; and construction loans increased $243,000, or 8.0%, to $3.3 million at December 31, 2015.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Increases in loan balances reflect our strategy to grow and diversify our loan portfolio, with an emphasis on increasing commercial and multi-family residential loans, as we shift our strategy from our traditional focus on one-to four-family residential loans. Such growth has been achieved amid strong competition for commercial real estate, multi-family and one- to four-family residential mortgage loans in our market area in the current low interest rate environment.

 

During the latter part of fiscal 2013, we initiated a program to sell certain fixed-rate, 30-year term mortgage loans in the secondary market. We have sold loans on both a servicing released and servicing retained basis, in transactions with the Federal Home Loan Bank-Cincinnati (“FHLB”), through its mortgage purchase program, and other investors. We sold $2.3 million of loans in the six months ended December 31, 2015. Total loans sold with servicing retained totaled $6.5 million at December 31, 2015. In December 2015, management elected to sell a participating interest in certain jumbo mortgage loans secured by one-to four- family residential real estate. The decision was predicated primarily upon management’s strategy to mitigate risk by reducing the Company’s investment in this loan segment and to increase the Company’s liquidity levels. Accordingly, $5.1 million of such loans were transferred to loans held for sale. Management intends to continue these sales activities in future periods.

 

Interest Bearing Deposits in Other Financial Institutions. Interest-bearing time deposits in other financial institutions decreased by $1.0 million, or 32.3%, to a total of $2.1 million at December 31, 2015, compared to $3.1 million at June 30, 2015, due to maturities of these deposits. Management began to invest in certificates of deposit during the year ended June 30, 2013, to increase the yield on liquid assets beyond the rates available in overnight funds. As these deposits matured, the proceeds have been used primarily to fund new loan originations.

 

Investment Securities. Investment securities decreased $726,000, or 12.4%, to $5.1 million at December 31, 2015 from $5.8 million at June 30, 2015. The decrease consisted primarily of principal repayments on mortgage-backed securities during the six months ended December 31, 2015.

 

The yield on our investment securities increased to 1.84% for the six months ended December 31, 2015, compared to 1.58% for the six months ended December 31, 2014. At December 31, 2015, investment securities classified as available-for-sale and held-to-maturity consisted of government agency securities and government-sponsored mortgage-backed securities.

 

Premises and Equipment, net. Premises and equipment increased $742,000, or 230.4%, to $1.1 million at December 31, 2015. The increase was due primarily to leasehold improvement costs and the purchase of a tract of land to construct a drive-through facility for the Company’s second full-service office location which opened in September 2015.

 

Foreclosed Assets. Foreclosed assets totaled $112,000 at December 31, 2015 compared to $104,000 at June 30, 2015. There were no sales of foreclosed properties and no additional assets acquired through foreclosure during the six months ended December 31, 2015. At December 31, 2015, our foreclosed assets consisted of one parcel of one- to four-family residential real estate.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Deposits. Deposits increased by $11.2 million, or 16.4%, to $79.7 million at December 31, 2015 from $68.5 million at June 30, 2015. Our core deposits, which consist of all deposit account types except certificates of deposit, increased $11.9 million, or 47.4%, to $37.0 million at December 31, 2015 from $25.1 million at June 30, 2015. Certificates of deposit decreased $687,000, or 1.6%, to $42.8 million at December 31, 2015 from $43.4 million at June 30, 2015. During the six months ended December 31, 2015, management continued its strategy of pursuing growth in demand accounts and other lower cost core deposits. Demand accounts were first offered by the Company during 2013 and totaled $23.9 million at December 31, 2015. Management intends to continue its efforts to increase core deposits, with a special emphasis on growth in consumer and business demand deposits.

 

Federal Home Loan Bank Advances. FHLB advances increased $725,000, or 3.2%, to $23.1 million at December 31, 2015 from $22.4 million at June 30, 2015. Management has pursued a strategy of periodically increasing these advances to take advantage of this low-cost source of funding during the low interest rate environment to grow the Company’s loan portfolio. The aggregate cost of these advances was 1.45% at December 31, 2015, compared to the Company’s cost of deposits of 1.13% at that date.

 

Shareholders’ Equity. Total shareholders’ equity increased $100,000, or 0.6%, to $15.8 million at December 31, 2015 compared to June 30, 2015. The increase was primarily attributable to net income of $70,000 for the six months ended December 31, 2015 and a $49,000 increase for allocation of ESOP shares, which were partially offset by a $19,000 increase in the accumulated other comprehensive loss.

 

Comparison of Operating Results for the Three-Month Periods Ended December 31, 2015 and 2014

 

General. Net income for the three months ended December 31, 2015 was $23,000, compared to $81,000 for the three months ended December 31, 2014, a decrease of $58,000. The decrease in net income was primarily due to a $123,000 increase in noninterest expenses and a $21,000 decrease in noninterest income, which were partially offset by a $79,000 increase in net interest income and a $7,000 decrease in the provision for loan losses.

 

Average Balance Sheets. The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of net deferred costs, discounts and premiums that are accreted to interest income.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

		Three Months Ended December 31,
		2015												2014
		Average Outstanding Balance				Interest				Yield/ Rate				Average Outstanding Balance				Interest				Yield/ Rate
		(Dollars in thousands)
Interest-earning assets:
Loans		$	98,967			$	937				3.79	%		$	75,361			$	792				4.20	%
Investment securities			5,372				24				1.79	%			6,463				31				1.92	%
Other interest-earning assets (1)			9,400				32				1.36	%			5,324				30				2.25	%
Total interest-earning assets			113,739				993				3.49	%			87,148				853				3.92	%
Non-interest-earning assets			5,131												5,652
Allowance for loan losses			(1,615	)											(1,560	)
Total assets		$	117,255											$	91,240
Interest-bearing liabilities:
Interest-bearing demand		$	20,717				50				0.97	%		$	4,036				7				0.69	%
Money market accounts			2,774				5				0.72	%			3,215				4				0.50	%
Savings accounts			8,723				7				0.32	%			8,784				5				0.23	%
Certificates of deposit			42,943				160				1.49	%			43,499				156				1.43	%
Total deposits			75,157				222				1.18	%			59,534				172				1.16	%
FHLB advances			23,312				85				1.46	%			19,502				74				1.52	%
Total interest-bearing liabilities			98,469				307				1.25	%			79,036				246				1.25	%
Non-interest-bearing liabilities			3,070												3,296
Total liabilities			101,539												82,332
Equity			15,716												8,908
Total liabilities and equity		$	117,255											$	91,240
Net interest income						$	686											$	607
Net interest rate spread (2)											2.24	%											2.67	%
Net interest-earning assets (3)		$	15,270											$	8,112
Net interest margin (4)											2.41	%											2.79	%
Average interest-earning assets to interest-bearing liabilities			115.51	%											110.26	%

 

(1) Consists of stock in the FHLB and interest bearing demand and time deposits in other banks.

(2) Net interest rate spread represents the difference between the yield on average interest-earning assets

and the cost of average interest-bearing liabilities.

(3) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(4) Net interest margin represents net interest income divided by average total interest-earning assets.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Interest Income. Interest income increased $140,000, or 16.4%, to $993,000 for the three months ended December 31, 2015 from $853,000 for the three months ended December 31, 2014. This increase was primarily attributable to a $145,000 increase in interest on loans receivable. The average balance of loans during the three months ended December 31, 2015 increased by $23.6 million, or 31.3%, from the balance for the three months ended December 31, 2014. The average yield on loans decreased by 41 basis points to 3.79% for the three months ended December 31, 2015 from 4.20% for the three months ended December 31, 2014. The decrease in average yield on loans was due to the declining interest rate environment, as well as an increase in payoffs of higher interest rate loans, as customers refinanced loans at lower interest rates.

 

The average balance of investment securities decreased $1.1 million to $5.4 million for the three months ended December 31, 2015 from $6.5 million for the three months ended December 31, 2014, while the average yield on investment securities decreased by 13 basis points, to 1.79% for the three months ended December 31, 2015 from 1.92% for the three months ended December 31, 2014. Interest income on other interest-earning assets, including certificates of deposit in other financial institutions, increased $2,000, or 6.7%, for the three months ended December 31, 2015, due to an increase in the average balance of $4.1 million period-to-period offset by a decrease in the average yield of 89 basis points, to 1.36% for the three months ended December 31, 2015. Interest income on other interest- earning assets includes recognition of $13,000 of a $120,000 Bank Enterprise Award the Company received during fiscal 2015 from the U.S. Government-sponsored Community Development Financial Institutions Fund (“CDFI”) based on certificates of deposit placed with qualifying financial institutions participating in the program. The award is being accreted into interest income over the remaining term of the certificates of deposit, and will result in recognition of interest income totaling approximately $13,000 per quarter over the next five quarters.

 

Interest Expense. Total interest expense increased $61,000, or 24.8%, to $307,000 for the three months ended December 31, 2015, from $246,000 for the three months ended December 31, 2014. Interest expense on deposit accounts increased $50,000, or 29.1%, to $222,000 for the three months ended December 31, 2015, from $172,000 for the three months ended December 31, 2014. The increase was primarily due to an increase of $15.6 million, or 26.2%, in the average balance of interest-bearing deposits to $75.2 million for the three months ended December 31, 2015, while the average cost of interest-bearing deposits increased by two basis points to 1.18% for the three months ended December 31, 2015 compared to the same quarter in 2014.

 

Interest expense on FHLB advances increased $11,000, or 14.9%, to $85,000 for the three months ended December 31, 2015 from $74,000 for the three months ended December 31, 2014. The average balance of advances increased by $3.8 million, or 19.5%, to $23.3 million for the three months ended December 31, 2015 compared to the three months ended December 31, 2014, while the average cost of these advances decreased by six basis points to 1.46% from 1.52%. As noted above, management elected to increase outstanding advances as a source of low-cost funding.

 

Net Interest Income. Net interest income increased $79,000, or 13.0%, to $686,000 for the three months ended December 31, 2015, compared to $607,000 for the three months ended December 31, 2014. The increase reflected the increase in average net interest-earning assets of $7.2 million period-to-period, while the interest rate spread decreased to 2.24% for the three months ended December 31, 2015, compared to 2.67% for the three months ended December 31, 2014. Our net interest margin decreased to 2.41% for the three months ended December 31, 2015 from 2.79% for the three months ended December 31, 2014. The interest rate spread and net interest margin were impacted by the continuation of the low interest rate environment.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies—Allowance for Loan Losses,” we recorded provisions for loan losses of $8,000 for the three months ended December 31, 2015 and $15,000 for the three months ended December 31, 2014. The allowance for loan losses was $1.6 million, or 1.63% of total loans, including loans held for sale, at December 31, 2015, compared to $1.6 million, or 1.77% of total loans, at June 30, 2015. The decrease in the provision for loan losses in the three months ended December 31, 2015, compared to the three months ended December 31, 2014, was due primarily to the overall low balances of delinquent and nonperforming loans and net loan charge-offs in the 2015 period. Total nonperforming loans were $1.0 million at December 31, 2015, compared to $1.2 million at December 31, 2014. Classified loans totaled to $1.8 million at December 31, 2015, compared to $1.3 million at December 31, 2014, and total loans past due greater than 30 days were $704,000 and $315,000 at those respective dates. Net recoveries totaled $3,000 for the three months ended December 31, 2015, compared to net recoveries of $7,000 for the three months ended December 31, 2014. As a percentage of nonperforming loans, the allowance for loan losses was 158.4% at December 31, 2015, compared to 130.1% at December 31, 2014. The provisions for loan losses in the three months ended December 31, 2015 and 2014 were attributable primarily to estimated losses recognized on certain impaired loans, as well as the Company’s overall growth in loans and the change in the loan product mix, as the Company continued its efforts to diversify the loan portfolio from its traditional focus on one-to four-family residential loans.

 

The allowance for loan losses reflects the estimate we believe to be appropriate to cover probable incurred losses in the loan portfolio at December 31, 2015 and 2014. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

 

Non-Interest Income. Non-interest income decreased $21,000, or 32.3%, to $44,000 for the three months ended December 31, 2015 from $65,000 for the three months ended December 31, 2014. The decrease was primarily due to a $17,000 decrease in gains on sales of foreclosed assets and an $11,000 decrease in gain on sale of loans, due primarily to a decrease in sales volume period-to-period.

 

Non-Interest Expense. Non-interest expense increased $123,000, or 21.4%, to $699,000 for the three months ended December 31, 2015 compared to $576,000 for the three months ended December 31, 2014. The increase was primarily attributable to an increase of $46,000, or 13.0%, in salaries, employee benefits and directors fees expense, a $25,000 or 44.6%, increase in professional services, an $18,000, or 54.5%, increase in occupancy and equipment and a $22,000, or 200% increase in data processing. The increase in salaries and benefits expense was due primarily to an increase in staffing levels, as the Company increased its staff by three full-time equivalent positions period-to-period, normal merit increases and the $15,000 incremental expense associated with the ESOP. The increase in professional services resulted primarily from costs related to the reporting requirements of a public company. The increase in occupancy and equipment was due primarily to expense associated with the new branch office location, which opened in September 2015. The increase in data processing was due primarily to a nonrecurring credit received from the data processing provider in the 2014 quarter as a refund of excessive billings in preceding periods, coupled with the overall growth in loans and deposits and new product offerings period-to-period.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Non-interest expense can be expected to increase because of costs associated with possible implementation of one or more stock-based benefit plans, if approved by our stockholders.

 

Federal Income Taxes. The Company did not record federal income taxes in the three-month period ended December 31, 2015, primarily as a result of the net operating loss carryforward available as well as the full impairment valuation allowance maintained on the Company’s deferred tax assets. Management evaluated the deferred tax asset based upon a projection of future operating results and determined that a full impairment valuation allowance was required at both December 31, 2015 and 2014. The Company has a total valuation allowance on its net deferred tax asset of $2.1 million at December 31, 2015. The deferred tax asset will only be recognized in future periods when it is more likely than not that the net deferred tax asset can be realized, primarily through the generation of sustainable taxable income.

 

Comparison of Operating Results for the Six-Month Periods Ended December 31, 2015 and 2014  

 

General. Net income for the six months ended December 31, 2015 was $70,000, compared to $79,000 for the six months ended December 31, 2014, a decrease of $9,000. The decrease in net income was primarily due to a $249,000 increase in noninterest expenses, which was partially offset by a $206,000 increase in net interest income, a $17,000 decrease in the provision for loan losses and a $17,000 increase in noninterest income.

 

Average Balance Sheets. The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of net deferred costs, discounts and premiums that are accreted to interest income.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

		Six Months Ended December 31,
		2015												2014
		Average Outstanding Balance				Interest				Yield/ Rate				Average Outstanding Balance				Interest				Yield/ Rate
		(Dollars in thousands)
Interest-earning assets:
Loans		$	96,214			$	1,842				3.83	%		$	72,879			$	1,534				4.21	%
Investment securities			5,541				51				1.84	%			6,949				55				1.58	%
Other interest-earning assets(1)			8,744				64				1.46	%			6,070				54				1.78	%
Total interest-earning assets			110,499				1,957				3.54	%			85,898				1,643				3.83	%
Non-interest-earning assets			4,958												5,423
Allowance for loan losses			(1,610	)											(1,551	)
Total assets		$	113,847											$	89,770
Interest-bearing liabilities:
Interest-bearing demand		$	18,123				88				0.97	%		$	3,661				13				0.71	%
Money market accounts			2,764				8				0.58	%			3,215				8				0.50	%
Savings accounts			8,650				13				0.30	%			8,917				9				0.20	%
Certificates of deposit			42,936				321				1.50	%			44,228				320				1.45	%
Total deposits			72,473				430				1.19	%			60,021				350				1.17	%
FHLB advances			22,877				166				1.45	%			18,291				138				1.51	%
Total interest-bearing liabilities			95,350				596				1.25	%			78,312				488				1.25	%
Non-interest-bearing liabilities			2,808												2,941
Total liabilities			98,158												81,253
Equity			15,689												8,517
Total liabilities and equity		$	113,847											$	89,770
Net interest income						$	1,361											$	1,155
Net interest rate spread (2)											2.29	%											2.58	%
Net interest-earning assets (3)		$	15,149											$	7,586
Net interest margin (4)											2.46	%											2.69	%
Average interest-earning assets to interest-bearing liabilities			115.89	%											109.69	%

 

(1) Consists of stock in the FHLB and interest bearing demand and time deposits in other banks.

(2) Net interest rate spread represents the difference between the yield on average interest-earning assets

and the cost of average interest-bearing liabilities.

(3) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(4) Net interest margin represents net interest income divided by average total interest-earning assets.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Interest Income. Interest income increased $314,000, or 19.1%, to $2.0 million for the six months ended December 31, 2015 from $1.6 million for the six months ended December 31, 2014. This increase was primarily attributable to a $308,000 increase in interest on loans receivable. The average balance of loans during the six months ended December 31, 2015 increased by $23.3 million, or 32.0%, from the balance for the six months ended December 31, 2014. The average yield on loans decreased by 38 basis points to 3.83% for the six months ended December 31, 2015 from 4.21% for the six months ended December 31, 2014. The decrease in average yield on loans was due to the declining interest rate environment, as well as an increase in payoffs of higher interest rate loans, as customers refinanced loans at lower interest rates.

 

The average balance of investment securities decreased $1.4 million to $5.5 million for the six months ended December 31, 2015 from $6.9 million for the six months ended December 31, 2014, while the average yield on investment securities increased by 26 basis points, to 1.84% for the six months ended December 31, 2015 from 1.58% for the six months ended December 31, 2014. Interest income on other interest-earning assets, including certificates of deposit in other financial institutions, increased $10,000, or 18.5%, for the six months ended December 31, 2015, due to an increase in the average balance of $2.7 million period-to-period offset by a decrease in the average yield of 32 basis points, to 1.46% for the six months ended December 31, 2015. Interest income on other interest-earning assets includes recognition of $26,000 of a $120,000 Bank Enterprise Award the Company received during fiscal 2015 from the U.S. Government-sponsored Community Development Financial Institutions Fund (“CDFI”) based on certificates of deposit placed with qualifying financial institutions participating in the program. The award is being accreted into interest income over the remaining term of the certificates of deposit, and will result in recognition of interest income totaling approximately $13,000 per quarter over the next five quarters.

 

Interest Expense. Total interest expense increased $108,000, or 22.1%, to $596,000 for the six months ended December 31, 2015, from $488,000 for the six months ended December 31, 2014. Interest expense on deposit accounts increased $80,000, or 22.9%, to $430,000 for the six months ended December 31, 2015, from $350,000 for the six months ended December 31, 2014. The increase was primarily due to an increase of $12.5 million, or 20.7%, in the average balance of interest-bearing deposits to $72.5 million for the six months ended December 31, 2015, while the average cost of interest-bearing deposits increased by two basis points to 1.19% for the six months ended December 31, 2015 compared to the same period in 2014.

 

Interest expense on FHLB advances increased $28,000, or 20.3%, to $166,000 for the six months ended December 31, 2015 from $138,000 for the six months ended December 31, 2014. The average balance of advances increased by $4.6 million, or 25.1%, to $22.9 million for the six months ended December 31, 2015 compared to the six months ended December 31, 2014, while the average cost of these advances decreased by six basis points to 1.45% for the six months ended December 31, 2015 compared to 1.51% for the same period in 2014. As noted above, management elected to increase outstanding advances as a source of low-cost funding.

 

Net Interest Income. Net interest income increased $206,000, or 17.8%, to $1.4 million for the six months ended December 31, 2015, compared to $1.2 million for the six months ended December 31, 2014. The increase reflected the increase in average net interest-earning assets of $7.6 million period-to-period, while the interest rate spread decreased to 2.29% for the six months ended December 31, 2015, compared to 2.58% for the six months ended December 31, 2014. Our net interest margin decreased to 2.46% for the six months ended December 31, 2015 from 2.69% for the six months ended December 31, 2014. The interest rate spread and net interest margin were impacted by the continuation of the low interest rate environment.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies—Allowance for Loan Losses,” we recorded provisions for loan losses of $13,000 for the six months ended December 31, 2015 and $30,000 for the six months ended December 31, 2014. The allowance for loan losses was $1.6 million, or 1.63% of total loans, including loans held for sale, at December 31, 2015, compared to $1.6 million, or 1.77% of total loans, at June 30, 2015. The decrease in the provision for loan losses in the six months ended December 31, 2015, compared to the six months ended December 31, 2014, was due primarily to the continued overall low level of delinquent and nonperforming loans and net loan charge-offs in the 2015 period. Total nonperforming loans were $1.0 million at December 31, 2015, compared to $1.2 million at December 31, 2014. Classified loans totaled $1.8 million at December 31, 2015, compared to $1.3 million at December 31, 2014, and total loans past due greater than 30 days were $704,000 and $315,000 at those respective dates. The Company had net recoveries totaling $5,000 for the six months ended December 31, 2015, compared to net recoveries of $6,000 for the six months ended December 31, 2014. As a percentage of nonperforming loans, the allowance for loan losses was 158.4% at December 31, 2015, compared to 130.1% at December 31, 2014. The provisions for loan losses in the six months ended December 31, 2015 and 2014 were attributable primarily to estimated losses recognized on certain impaired loans, as well as the Company’s overall growth in loans and the change in the loan product mix, as the Company continued its efforts to diversify the loan portfolio from its traditional focus on one-to four-family residential loans.

 

The allowance for loan losses reflects the estimate we believe to be appropriate to cover probable incurred losses in the loan portfolio at December 31, 2015 and 2014. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

 

Non-Interest Income. Non-interest income increased $17,000, or 16.2%, to $122,000 for the six months ended December 31, 2015 from $105,000 for the six months ended December 31, 2014. The increase was primarily due to a $25,000 increase in gain on sale of loans, due primarily to an increase in sales volume period-to-period, which was partially offset by an $18,000 decrease in gains on sales of foreclosed assets.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Non-Interest Expense. Non-interest expense increased $249,000, or 21.6%, to $1.4 million for the six months ended December 31, 2015 compared to $1.2 million for the six months ended December 31, 2014. The increase was primarily attributable to an increase of $94,000, or 13.6%, in salaries, employee benefits and director’s fees expense, a $68,000 or 54.4%, increase in professional services, a $23,000, or 34.8%, increase in occupancy and equipment and a $26,000, or 65.0%, increase in data processing. The increase in salaries and benefits expense was attributable to an increase in staffing levels as the Company increased its staff by three full-time equivalent positions period-to-period, normal merit increases and the $29,000 incremental expense associated with the ESOP. The increase in professional services resulted primarily from costs related to the reporting requirements of a public company. The increase in occupancy and equipment was due primarily to expense associated with the new branch office location, which opened in September 2015. The increase in data processing was due primarily to a nonrecurring credit received from the data processing provider in the 2014 period as a refund of excessive billings in preceding periods, coupled with the overall growth in loans and deposits and new product offerings period-to-period.

 

Non-interest expense can be expected to increase because of costs associated with possible implementation of one or more stock-based benefit plans, if approved by our stockholders.

 

Federal Income Taxes. The Company did not record federal income taxes in the six-month period ended December 31, 2015, primarily as a result of the net operating loss carryforward available as well as the full impairment valuation allowance maintained on the Company’s deferred tax assets. Management evaluated the deferred tax asset based upon a projection of future operating results and determined that a full impairment valuation allowance was required at both December 31, 2015 and 2014. The Company has a total valuation allowance on its net deferred tax asset of $2.1 million at December 31, 2015. The deferred tax asset will only be recognized in future periods when it is more likely than not that the net deferred tax asset can be realized, primarily through the generation of sustainable taxable income.

 

Liquidity and Capital Resources

 

 

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from maturities, sales or calls of securities. We also have the ability to borrow from the FHLB. At December 31, 2015, we had the capacity to borrow approximately $29.3 million from the FHLB and have an additional $10.0 million on a line of credit with the FHLB. At December 31, 2015, we had $23.1 million outstanding in FHLB advances.

 

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments, including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

 

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by (used in) operating activities was $186,000 and $(1.3 million) for the six months ended December 31, 2015 and 2014, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans, proceeds from the sale of securities and proceeds from maturing securities and pay-downs on mortgage-backed securities, was $7.5 million and $8.1 million for the six months ended December 31, 2015 and 2014, respectively. During the six months ended December 31, 2015 and 2014, we did not purchase or sell any securities designated as available for sale. Net cash provided by financing activities, consisting primarily of the activity in deposit accounts and FHLB advances, and in the 2014 period included the proceeds from stock subscriptions held in escrow, was $11.9 million and $7.7 million for the six months ended December 31, 2015 and 2014, respectively. These funding increases also reflected our strategy of borrowing at lower interest rates to fund loan originations.

 

 

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments.

 

At December 31, 2015, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital level of $14.2 million, or 12.1% of average assets, which is above the well-capitalized required level of $5.9 million, or 5.0%; and total risk-based capital of $15.1 million, or 21.4% of risk-weighted assets, which is above the well-capitalized required level of $7.1 million, or 10.0%. Accordingly, the Bank met the capital requirements to be deemed well capitalized at December 31, 2015.

 

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

 

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At December 31, 2015, we had outstanding commitments to originate loans of $6.3 million, including undisbursed funds on construction loans and funds available on undrawn lines of credit. We anticipate that we will have sufficient funds available to meet our current lending commitments. Certificates of deposit that are scheduled to mature in less than one year from December 31, 2015 totaled $27.5 million. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize FHLB advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

 

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for equipment and a branch location, and agreements with respect to borrowed funds and deposit liabilities.

 

 

ITEM 3

Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

ITEM 4

Controls and Procedures

 

(a)

Evaluation of disclosure controls and procedures.

 

Under the supervision and with the participation of the Registrant’s management, including our Chief Executive Officer and Chief Financial Officer, the Registrant evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective.

 

(b)

Changes in internal controls.

 

There has been no change made in the Registrant’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

 

MW Bancorp, Inc. Part II Other Information

 

ITEM 1.

Legal Proceedings

 

We are not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. At December 31, 2015, we were not involved in any legal proceedings the outcome of which would be material to our financial condition or results of operations.

 

ITEM 1A.

Risk Factors

 

Not applicable.

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)

There were no sales of unregistered securities during the period covered by this report.

 

(b)

Not applicable.

 

(c)

There were no issuer repurchases of securities during the period covered by this report.

 

ITEM 3.

Defaults Upon Senior Securities

 

None.

 

ITEM 4.

Mine Safety Disclosures

 

Not applicable.

 

ITEM 5.

Other Information

 

None.

 

ITEM 6.

Exhibits

 

Exhibit
Number		Description
3.1		Articles of Incorporation of MW Bancorp, Inc. (incorporated by reference to registrant’s Form S-1 filed on September 10, 2014, Exhibit 3.1 (File No. 333-198668))
3.2		Bylaws of MW Bancorp, Inc. (incorporated by reference to registrant’s Form S-1 filed on September 10, 2014, Exhibit 3.2 (File No. 333-198668))
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

 

MW Bancorp, Inc.

 

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 thereunto duly authorized.

 

				MW Bancorp, Inc.
Date:	February 16, 2016		By:	/s/Gregory P. Niesen
				Gregory P. Niesen
				President and Chief Executive Officer
Date:	February 16, 2016		By:	/s/Julie M. Bertsch
				Julie M. Bertsch
				Senior Vice President and Chief Financial Officer