MW Bancorp, Inc. - FORM 10-Q - November 14, 2016

Attached files

file	filename
EX-31.2 - EXHIBIT 31.2 - MW Bancorp, Inc.	v452542_ex31-2.htm
EX-32 - EXHIBIT 32 - MW Bancorp, Inc.	v452542_ex32.htm
EX-31.1 - EXHIBIT 31.1 - MW Bancorp, Inc.	v452542_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended

September 30, 2016

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 November 14, 2016, the latest practicable date, 885,473 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 September 30, 2016 and June 30, 2016	3

Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2016 and 2015	4

Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 30, 2016 and 2015	5

Condensed Consolidated Statements of Shareholders’ Equity for the Three Months Ended September 30, 2016 and 2015	6

Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2016 and 2015	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	44

Item 4 Controls and Procedures	44

PART II – OTHER INFORMATION

Item 1 Legal Proceedings	45

Item 1A Risk Factors	45

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3 Defaults Upon Senior Securities	45

Item 4 Mine Safety Disclosures	45

Item 5 Other Information	45

Item 6 Exhibits	45

SIGNATURES	47

Part I – Financial Information

Item 1. Financial Statements

MW Bancorp, Inc.

Condensed Consolidated Balance Sheets

September 30, 2016 and June 30, 2016

(In thousands, except share data)

	September 30,			June 30,
	2016			2016
	(Unaudited)
Assets

Cash and due from banks	$	317		$	258
Interest-bearing demand deposits		1,701			3,414

Cash and cash equivalents		2,018			3,672

Interest-bearing time deposits in other financial institutions		2,100			2,100
Available-for-sale securities		3,308			3,465
Held-to-maturity securities (fair value of $503 at September 30, 2016 and $996 at June 30, 2016)		489			986
Loans held for sale		1,172			1,763
Loans, net of allowance for loan losses of $1,632 at September 30, 2016 and $1,635 at June 30, 2016		107,940			99,946
Premises and equipment, net		1,303			1,158
Federal Home Loan Bank stock, at cost		1,192			1,192
Accrued interest receivable		350			292
Bank owned life insurance		3,492			3,469
Deferred federal income taxes		684			713
Other assets		172			251

Total assets	$	124,220		$	119,007

Liabilities and Shareholders' Equity

Liabilities
Deposits
Demand and money market	$	30,969		$	27,736
Savings		12,508			9,274
Time		34,990			40,204

Total deposits		78,467			77,214

Federal Home Loan Bank advances		28,704			25,319
Other liabilities		939			350

Total liabilities		108,110			102,883

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, 905,473 and 904,973 shares issued at September 30, 2016 and June 30, 2016, respectively		9			9
Additional paid-in capital		7,855			7,835
Shares acquired by ESOP		(666	)		(666	)
Unearned compensation - restricted stock awards		(437	)		(429	)
Retained earnings		9,740			9,756
Accumulated other comprehensive loss		(89	)		(79	)
Treasury stock, 20,000 shares - at cost		(302	)		(302	)

Total shareholders' equity		16,110			16,124

Total liabilities and shareholders' equity	$	124,220		$	119,007

See Notes to Condensed Consolidated Financial Statements

MW Bancorp, Inc.

Condensed Consolidated Statements of Income

For the Three Months Ended September 30, 2016 and 2015

(In thousands, except share data)

	Three Months Ended September 30,
	2016		2015
	(Unaudited)
Interest Income
Loans, including fees	$	1,018	$	905
Investment securities		16		27
Interest-bearing deposits		31		32

Total interest income		1,065		964

Interest Expense
Deposits		195		208
Federal Home Loan Bank advances		88		81

Total interest expense		283		289

Net Interest Income		782		675

Provision for Loan Losses		-		5

Net Interest Income After Provision for Loan Losses		782		670

Noninterest Income
Gain on sale of loans		124		45
Income from Bank owned life insurance		23		23
Other		10		10
Total noninterest income		157		78

Noninterest Expense
Salaries, employee benefits and directors fees		447		383
Occupancy and equipment		66		38
Data processing		61		33
Franchise taxes		31		19
FDIC insurance premiums		20		17
Professional services		96		112
Advertising		15		22
Office supplies		13		11
Business entertainment		15		13
Other		73		53

Total noninterest expense		837		701

Income Before Federal Income Taxes		102		47

Federal Income Tax Expense		29		-

Net Income	$	73	$	47

Basic earnings per share	$	0.09	$	0.06
Diluted earnings per share	$	0.09	$	0.06

Weighted-average shares outstanding
Basic		818,824		806,070
Diluted		824,700		806,070

See Notes to Condensed Consolidated Financial Statements

MW Bancorp, Inc.

Condensed Consolidated Statements of Comprehensive Income

For the Three Months Ended September 30, 2016 and 2015

(In thousands)

	Three Months Ended September 30,
	2016			2015
	(Unaudited)

Net income	$	73		$	47

Other comprehensive loss:
Unrealized holding losses on securities available for sale		(11	)		(8	)

Amortization of net unrealized holding loss on held-to-maturity securities		1			-

Net unrealized losses		(10	)		(8	)
Tax effect		-			-

Total other comprehensive loss		(10	)		(8	)

Comprehensive income	$	63		$	39

See Notes to Condensed Consolidated Financial Statements

MW Bancorp, Inc.

Condensed Consolidated Statements of Shareholders’ Equity

For the Three Months Ended September 30, 2016 and 2015

(In thousands)

Three Months Ended September 30, 2016

								Unearned						Accumulated
			Additional		Shares			Compensation -						Other
	Common		Paid-in		Acquired			Restricted			Retained			Comprehensive			Treasury
	Stock		Capital		by ESOP			Stock Awards			Earnings			Loss			Stock			Total

Balance at July 1, 2016	$	9	$	7,835	$	(666	)	$	(429	)	$	9,756		$	(79	)	$	(302	)	$	16,124

Net income		-		-		-			-			73			-			-			73

Compensation expense related to stock options		-		12		-			-			-			-			-			12

Issuance of restricted stock awards		-		8		-			(8	)		-			-			-			-

Dividends paid, $0.10 per share		-		-		-			-			(89	)		-			-			(89	)

Other comprehensive loss		-		-		-						-			(10	)		-			(10	)

Balance at September 30, 2016	$	9	$	7,855	$	(666	)	$	(437	)	$	9,740		$	(89	)	$	(302	)	$	16,110

Three Months Ended September 30, 2015

								Unearned				Accumulated
			Additional		Shares			Compensation -				Other
	Common		Paid-in		Acquired			Restricted		Retained		Comprehensive			Treasury
	Stock		Capital		by ESOP			Stock Awards		Earnings		Loss			Stock		Total

Balance at July 1, 2015	$	9	$	7,386	$	(701	)	$	-	$	9,067	$	(91	)	$	-	$	15,670

Net income		-		-		-			-		47		-			-		47

Other comprehensive loss		-		-		-			-		-		(8	)		-		(8	)

Balance at September 30, 2015	$	9	$	7,386	$	(701	)	$	-	$	9,114	$	(99	)	$	-	$	15,709

See Notes to Condensed Consolidated Financial Statements

MW Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

Three Months Ended September 30, 2016 and 2015

(In thousands)

	Three Months Ended September 30,
	2016			2015
	(Unaudited)
Cash Flows from Operating Activities
Net income	$	73		$	47
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		33			22
Amortization of premiums and discounts on securities, net		16			15
Accretion of deferred loan origination fees and costs, net		13			(4	)
Provision for loan losses		-			5
Gain on sale of loans		(124	)		(45	)
Proceeds from sales of loans		4,766			2,062
Loans originated for sale		(4,175	)		(2,032	)
Compensation expense related to stock options		12			-
Net changes in:
Accrued interest receivable		(58	)		(28	)
Other assets		110			2
Cash surrender value of life insurance		(23	)		(23	)
Other liabilities		589			647
Deferred federal income taxes		29			-

Net cash provided by operating activities		1,261			668

Cash Flows from Investing Activities
Net change in interest-bearing deposits in other financial institutions		-			1,000
Purchase of available-for-sale securities		(100	)		-
Principal repayments of held-to-maturity securities		496			136
Principal repayments of available-for-sale mortgage-backed securities		232			188
Net change in loans		(7,914	)		(8,830	)
Purchase of premises and equipment		(178	)		(493	)
Additions to foreclosed assets		-			(8	)

Net cash used in investing activities		(7,464	)		(8,007	)

Cash Flows from Financing Activities
Net change in deposits		1,253			6,582
Proceeds from Federal Home Loan Bank advances		7,000			2,000
Repayment of Federal Home Loan Bank advances		(3,615	)		(759	)
Dividends paid		(89	)		-

Net cash provided by financing activities		4,549			7,823

Net Change in Cash and Cash Equivalents		(1,654	)		484

Beginning Cash and Cash Equivalents		3,672			3,665

Ending Cash and Cash Equivalents	$	2,018		$	4,149

Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest on deposits and borrowings	$	281		$	286

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. (the “Company,” “we,” “us” or “our”), headquartered in Cincinnati, Ohio, was formed to serve as the stock holding company for Watch Hill Bank following its mutual-to-stock conversion. The conversion was completed effective January 29, 2015. The Company issued 876,163 shares at an offering price of $10.00 per share.

The accompanying unaudited condensed balance sheet of the Company as of June 30, 2016, which has been derived from audited financial statements, and unaudited condensed consolidated financial statements of the Company as of September 30, 2016 and for the three months ended September 30, 2016 and 2015, 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 the Company as of and for the year ended June 30, 2016 included in the Company’s Form 10-K. Reference is made to the accounting policies of the Company 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 September 30, 2016 and the results of operations and cash flows for the three months ended September 30, 2016 and 2015. All interim amounts have not been audited and the results of operations for the three months ended September 30, 2016, 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 period ended September 30, 2016, include MW Bancorp, Inc. and its wholly owned subsidiary, Watch Hill Bank, together referred to as “the Company.” Intercompany transactions and balances have been eliminated in consolidation.

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.

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.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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:
September 30, 2016
Municipal bonds	$	100	$	-	$	-		$	100
Mortgage-backed securities of U.S. government sponsored entities - residential		3,199		27		(18	)		3,208

	$	3,299	$	27	$	(18	)	$	3,308

June 30, 2016
Mortgage-backed securities of U.S. government sponsored entities - residential	$	3,445	$	36	$	(16	)	$	3,465

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Held-to-maturity Securities:
September 30, 2016
Mortgage-backed securities of U.S. government sponsored entities - residential	$	489	$	14	$	-		$	503

June 30, 2016
Mortgage-backed securities of U.S. government sponsored entities - residential	$	986	$	11	$	(1	)	$	996

The amortized cost and fair value of available-for-sale securities and held-to-maturity securities at September 30, 2016, 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.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

	September 30, 2016
	Available-for-sale				Held-to-maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Municipal bonds
Due in three-to-five years	$	100	$	100	$	-	$	-
Mortgage-backed securities of U.S. government sponsored entities - residential - not due at a single maturity date		3,199		3,208		489		503

	$	3,299	$	3,308	$	489	$	503

The Company had no sales of investment securities during the three-month periods ended September 30, 2016 and 2015.

The Company had pledged $1.3 million and $1.4 million of its investment securities at September 30, 2016 and June 30, 2016, respectively, to secure commercial deposits in excess of the FDIC insurance limit.

At September 30, 2016 and June 30, 2016, 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 $12,000 at September 30, 2016.

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 September 30, 2016 and June 30, 2016:

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

	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)
September 30, 2016
Available-for-sale Securities:
Mortgage-backed securities of U.S. government sponsored entities - residential	$	414	$	(3	)	$	737	$	(15	)	$	1,151	$	(18	)

June 30, 2016
Available-for-sale Securities:
Mortgage-backed securities of U.S. government sponsored entities - residential	$	740	$	(9	)	$	486	$	(7	)	$	1,226	$	(16	)

Held-to-maturity Securities:
Mortgage-backed securities of U.S. government sponsored entities - residential		-		-			256		(1	)		256		(1	)

	$	740	$	(9	)	$	742	$	(8	)	$	1,482	$	(17	)

Other-than-temporary Impairment

At September 30, 2016 and June 30, 2016, 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 September 30, 2016 and June 30, 2016.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 3:

Loans and Allowance for Loan Losses

Loans at September 30, 2016 and June 30, 2016 include:

	September 30,			June 30,
	2016			2016
	(In thousands)
Real estate loans
One- to four-family residential	$	66,016		$	65,294
Multi-family residential		9,517			9,076
Commercial		23,054			17,486
Construction		7,692			6,720
Commercial loans		2,699			2,397
Consumer and other		532			548

Total loans		109,510			101,521

Less:
Net deferred loan costs		(62	)		(60	)
Allowance for loan losses		1,632			1,635

Net loans	$	107,940		$	99,946

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 months ended September 30, 2016 and the recorded investment in loans and impairment method as of September 30, 2016:

	At or for the three months ended September 30, 2016
	1-4 Family		1-4 Family
	Owner		Non-Owner			Multi-
	Occupied		Occupied			family			Commercial		Construction		Consumer			Total
	(In thousands)
Three Months Ended September 30, 2016
Allowance for loan losses:
Balance, July 1, 2016	$	1,004	$	282		$	66		$	167	$	116		-		$	1,635
Provision for loan losses		15		(56	)		(30	)		58		10		3			-
Charge-offs		-		-			-			-		-		(4	)		(4	)
Recoveries		-		-			-			-		-		1			1

Balance, September 30, 2016	$	1,019	$	226		$	36		$	225	$	126	$	-		$	1,632

Allowance for loan losses:
Ending balance, individually evaluated for impairment	$	82	$	68		$	26		$	-	$	-	$	-		$	176

Ending balance, collectively evaluated for impairment	$	937	$	158		$	10		$	225	$	126	$	-		$	1,456

Loans:
Ending balance	$	54,177	$	11,839		$	9,517		$	25,753	$	7,692	$	532		$	109,510

Ending balance; individually evaluated for impairment	$	942	$	522		$	111		$	143	$	-	$	-		$	1,718

Ending balance; collectively evaluated for impairment	$	53,235	$	11,317		$	9,406		$	25,610	$	7,692	$	532		$	107,792

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 months ended September 30, 2015:

	1-4 Family		1-4 Family
	Owner		Non-Owner			Multi-
	Occupied		Occupied			family			Commercial			Construction		Consumer			Total
	(In thousands)
Three Months Ended September 30, 2015
Allowance for loan losses:
Balance, July 1, 2015	$	1,130	$	287		$	3		$	124		$	58		-		$	1,602
Provision for loan losses		28		(29	)		(1	)		3			6		(2	)		5
Charge-offs		-		-			-			-			-		-			-
Recoveries		1		-			-			-			-		2			3

Balance, September 30, 2015	$	1,159	$	258		$	2		$	127	#	$	64	$	-		$	1,610

The following table presents the recorded investment in loans and impairment method as of June 30, 2016:

	1-4 Family		1-4 Family
	Owner		Non-Owner		Multi-
	Occupied		Occupied		family		Commercial		Construction		Consumer		Total
	(In thousands)
June 30, 2016
Allowance for loan losses:
Ending balance, individually evaluated for impairment	$	89	$	72	$	27	$	-	$	-	$	-	$	188

Ending balance, collectively evaluated for impairment	$	915	$	210	$	39	$	167	$	116	$	-	$	1,447

Loans:
Ending balance	$	53,060	$	12,234	$	9,076	$	19,883	$	6,720	$	548	$	101,521

Ending balance; individually evaluated for impairment	$	1,047	$	530	$	111	$	145	$	-	$	-	$	1,833

Ending balance; collectively evaluated for impairment	$	52,013	$	11,704	$	8,965	$	19,738	$	6,720	$	548	$	99,688

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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.

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.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following tables present the credit risk profile of the Company’s loan portfolio based on internal rating category and payment activity as of September 30, 2016 and June 30, 2016:

	September 30, 2016
	1-4 Family		1-4 Family
	Owner		Non-Owner		Multi-
	Occupied		Occupied		family		Commercial		Construction		Consumer		Total
	(In thousands)
Pass	$	53,439	$	11,282	$	9,406	$	25,753	$	7,692	$	532	$	108,104
Special mention		-		-		-		-		-		-		-
Substandard		738		557		111		-		-		-		1,406
Doubtful		-		-		-		-		-		-		-

Total	$	54,177	$	11,839	$	9,517	$	25,753	$	7,692	$	532	$	109,510

	June 30, 2016
	1-4 Family		1-4 Family
	Owner		Non-Owner		Multi-
	Occupied		Occupied		family		Commercial		Construction		Consumer		Total
	(In thousands)
Pass	$	52,224	$	11,558	$	9,076	$	19,883	$	6,720	$	548	$	100,009
Special mention		-		-		-		-		-		-		-
Substandard		836		676		-		-		-		-		1,512
Doubtful		-		-		-		-		-		-		-

Total	$	53,060	$	12,234	$	9,076	$	19,883	$	6,720	$	548	$	101,521

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 $6.6 million and $6.5 million at September 30, 2016 and June 30, 2016, respectively.

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.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following tables present the Company’s loan portfolio aging analysis of the recorded investment in loans as of September 30, 2016 and June 30, 2016:

	September 30, 2016
													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)

1-4 family owner-occupied	$	127	$	-	$	86	$	213	$	53,964	$	54,177	$	-
1-4 family non-owner occupied		-		214		164		378		11,461		11,839		-
Multi-family residential		-		-		-		-		9,517		9,517		-
Commercial		85		-		-		85		25,668		25,753		-
Construction		-		-		-		-		7,692		7,692		-
Consumer and other		-		-		-		-		532		532		-

Total	$	212	$	214	$	250	$	676	$	108,834	$	109,510	$	-

	June 30, 2016
													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)

1-4 family owner-occupied	$	136	$	86	$	-	$	222	$	52,838	$	53,060	$	-
1-4 family non-owner occupied		379		-		-		379		11,855		12,234		-
Multi-family residential		-		-		-		-		9,076		9,076		-
Commercial		-		-		-		-		19,883		19,883		-
Construction		-		-		-		-		6,720		6,720		-
Consumer and other		-		-		-		-		548		548		-

Total	$	515	$	86	$	-	$	601	$	100,920	$	101,521	$	-

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 September 30, 2016 and for the three months ended September 30, 2016 and 2015:

							For the Three Months Ended				For the Three Months Ended
	As of September 30, 2016						September 30, 2016				September 30, 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:
1-4 family owner-occupied	$	584	$	764	$	-	$	669	$	12	$	932	$	6
1-4 family non-owner occupied		179		212		-		180		-		71		-
Multi-family residential		-		-		-		-		-		-		-
Commercial		143		158		-		144		2		151		3
Construction		-		-		-		-		-		-		-
Consumer and other		-		-		-		-		-		-		-

Loans with an allowance recorded:
1-4 family owner-occupied		358		448		82		360		-		384		-
1-4 family non-owner occupied		343		383		68		345		-		215		-
Multi-family residential		111		111		26		111		-		-		-
Commercial		-		-		-		-		-		-		-
Construction		-		-		-		-		-		-		-
Consumer and other		-		-		-		-		-		-		-

Totals	$	1,718	$	2,076	$	176	$	1,809	$	14	$	1,753	$	9

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table presents impaired loan information as of June 30, 2016:

	As of June 30, 2016
			Unpaid		Allowance for Loan
	Recorded Investment		Principal Balance		Losses Allocated
	(In thousands)
Loans with no related allowance recorded:
1-4 family owner-occupied	$	682	$	881	$	-
1-4 family non-owner occupied		182		213		-
Multi-family residential		-		-		-
Commercial		145		160		-
Construction		-		-		-
Consumer and other		-		-		-

Loans with an allowance recorded:
1-4 family owner-occupied		365		451		89
1-4 family non-owner occupied		348		385		72
Multi-family residential		111		111		27
Commercial		-		-		-
Construction		-		-		-
Consumer and other		-		-		-

Totals	$	1,833	$	2,201	$	188

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 September 30, 2016 and June 30, 2016. The table excludes performing troubled debt restructurings.

	September 30,		June 30,
	2016		2016
	(In thousands)
Real estate
1-4 family owner-occupied	$	550	$	568
1-4 family non-owner occupied		522		530
Multi-family residential		111		111
Commercial		-		-
Construction		-		-
Consumer and other		-		-

Total nonaccrual	$	1,183	$	1,209

At September 30, 2016 and June 30, 2016, 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 $1.1 million at both September 30, 2016 and June 30, 2016. Troubled debt restructured loans had specific allowances totaling $58,000 at both September 30, 2016 and June 30, 2016. At September 30, 2016, 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 of the three month periods ended September 30, 2016 or 2015.

The Company had no troubled debt restructurings modified during the twelve months ended September 30, 2016 or 2015 that subsequently defaulted during the three-month periods ended September 30, 2016 or 2015. 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 is being 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 September 30, 2016 and June 30, 2016, that the Bank met all capital adequacy requirements to which it is subject.

As of September 30, 2016 and June 30, 2016, management believes the Bank met the requirements to be deemed well capitalized under the regulatory framework for prompt corrective action.

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 September 30, 2016
Total Capital
(to Risk-Weighted Assets)	$	15,512		18.2	%	$	6,832		8.0	%	$	8,541		10.0	%

Tier I Capital
(to Risk-Weighted Assets)	$	14,434		16.9	%	$	5,124		6.0	%	$	6,832		8.0	%

Common Equity Tier I
(to Risk-Weighted Assets)	$	14,434		16.9	%	$	3,843		4.5	%	$	5,551		6.5	%

Tier I Leverage Capital
(to Average Assets)	$	14,698		12.3	%	$	4,771		4.0	%	$	5,964		5.0	%

As of June 30, 2016
Total Capital
(to Risk-Weighted Assets)	$	15,250		19.7	%	$	6,204		8.0	%	$	7,756		10.0	%

Tier I Capital
(to Risk-Weighted Assets)	$	14,269		18.4	%	$	4,653		6.0	%	$	6,204		8.0	%

Common Equity Tier I
(to Risk-Weighted Assets)	$	14,269		18.4	%	$	3,490		4.5	%	$	5,041		6.5	%

Tier I Leverage Capital
(to Average Assets)	$	14,269		12.1	%	$	4,727		4.0	%	$	5,909		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 September 30, 2016 and June 30, 2016:

			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)
September 30, 2016
Municipal bonds	$	100	$	-	$	100	$	-
Mortgage-backed securities of U.S. of government sponsored entities - residential		3,208		-		3,208		-

	$	3,308	$	-	$	3,308	$	-

June 30, 2016
Mortgage-backed securities of U.S. of government sponsored entities - residential	$	3,465	$	-	$	3,465	$	-

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 September 30, 2016 and 2015.

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 Company had no assets measured at fair value on a non-recurring basis that were revalued during the period ended September 30, 2016. 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 June 30, 2016:

			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)
June 30, 2016
Impaired loans - residential
One-to-four family owner occupied	$	276	$	-	$	-	$	276
One-to-four family non-owner occupied		360		-		-		360

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.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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.

Unobservable (Level 3) Inputs

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

	Fair Value at June 30, 2016		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
	(In thousands)
Impaired loans (collateral dependent) - one-to-four family owner occupied residential real estate	$	276	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	$	360	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 September 30, 2016 and June 30, 2016.

			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)
September 30, 2016
Financial assets
Cash and cash equivalents	$	2,018	$	2,018	$	-	$	-	$	2,018
Interest-bearing time deposits		2,100		2,100		-		-		2,100
Held-to-maturity securities		489		-		503		-		503
Loans and loans held for sale		109,112		-		-		108,820		108,820
Federal Home Loan Bank stock		1,192		n/a		n/a		n/a		n/a
Accrued interest receivable		350		-		350		-		350
Financial liabilities
Deposits		78,467		43,477		35,325		-		78,802
Federal Home Loan Bank advances		28,704		-		28,831		-		28,831
Accrued interest payable		53		-		53		-		53

June 30, 2016
Financial assets
Cash and cash equivalents	$	3,672	$	3,672	$	-	$	-	$	3,672
Interest-bearing time deposits		2,100		2,100		-		-		2,100
Held-to-maturity securities		986		-		996		-		996
Loans and loans held for sale		101,709		-		-		102,480		102,480
Federal Home Loan Bank stock		1,192		n/a		n/a		n/a		n/a
Accrued interest receivable		292		-		292		-		292
Financial liabilities
Deposits		77,214		37,010		40,584		-		77,594
Federal Home Loan Bank advances		25,319		-		25,445		-		25,445
Accrued interest payable		33		-		33		-		33

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 and Loans Held for Sale

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, resulting in a Level 2 classification.

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 months ended September 30, 2016 and 2015 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 September 30, 2016

Balance, July 1, 2016	$	(67	)	$	(12	)	$	(79	)

Other comprehensive loss		(11	)		-			(11	)

Accretion of unrealized losses on securities transferred from available for sale to held to maturity recognized in other comprehensive income		-			1			1

Net current period other comprehensive loss		(11	)		1			(10	)

Balance, September 30, 2016	$	(78	)	$	(11	)	$	(89	)

Three Months Ended September 30, 2015

Balance, July 1, 2015	$	(73	)	$	(18	)	$	(91	)

Other comprehensive loss, net of tax		(8	)		-			(8	)

Accretion of unrealized losses on securities transferred from available for sale to held to maturity recognized in other comprehensive income		-			-			-

Net current period other comprehensive loss		(8	)		-			(8	)

Balance, September 30, 2015	$	(81	)	$	(18	)	$	(99	)

There were no material items reclassified from accumulated other comprehensive loss to the statement of operations for the three-month periods ended September 30, 2016 and 2015.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 7:

Earnings Per Share

Earnings per share were computed as follows:

	Three Months Ended September 30, 2016
			Weighted-
	Net		Average		Per Share
	Income		Shares		Amount
	(In thousands)

Net income	$	73

Basic earnings per share				818,824	$	0.09

Effect of dilutive securities
Stock options				3,032
Restricted stock awards				2,844

Diluted earnings per share				824,700	$	0.09

	Three Months Ended September 30, 2015
			Weighted-
	Net		Average		Per Share
	Income		Shares		Amount
	(In thousands)

Net income	$	47

Basic earnings per share				806,070	$	0.06

Effect of dilutive securities
Stock options				-
Restricted stock awards				-

Diluted earnings per share				806,070	$	0.06

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 8:

Employee Stock Ownership Plan

On January 29, 2015, the Bank announced the formation of the Mt. Washington Savings Bank Employee Stock Ownership Plan (“ESOP”), a non-contributory plan for its employees. As part of the Company’s stock conversion, shares were purchased with a loan from MW Bancorp, Inc. All employees of the Bank meeting certain tenure requirements are entitled to participate in the ESOP. Compensation expense related to the ESOP was $14,000 and $8,000 for the three months ended September 30, 2016 and 2015, respectively.

The ESOP had 66,589 and 70,093 unallocated shares at September 30, 2016 and 2015, respectively.

The aggregate fair value of the 66,589 unallocated shares was $1.0 million based on the $15.75 closing price of our common stock on September 30, 2016.

Note 9:

Equity Incentive Plan

In April 2016, the Company’s stockholders authorized the adoption of the MW Bancorp, Inc. 2016 Equity Incentive Plan (the “2016 Plan”). No more than 122,662 shares of the Company’s common stock may be issued under the 2016 Plan, of which a maximum of 87,616 may be issued pursuant to the exercise of stock options and 35,046 may be issued pursuant to restricted stock awards, restricted stock units and unrestricted share awards. Stock options awarded to employees may be incentive stock options or non-qualified stock options. The shares that may be issued may be authorized but unissued shares or treasury shares. The 2016 Plan permits the grant of incentive awards in the form of options, stock appreciation rights, restricted share and share unit awards, and performance share awards. The 2016 Plan contains annual and lifetime limits on certain types of awards to individual participants.

Awards may vest or become exercisable only upon the achievement of performance measures or based solely on the passage of time after award. Stock options and restricted stock awards provide for accelerated vesting if there is a change in control (as defined in the 2016 Plan).

In May 2016, the Company granted stock options for 60,150 shares to members of the Board of Directors and certain members of management. Each option has an exercise price of $14.88 as determined on the grant date and expires 10 years from the grant date. The fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model, which resulted in a per share fair value of $4.67. The fair value was calculated for stock options using the following assumptions: expected volatility of 19.46%, a risk-free interest rate of 1.81%, an expected term of ten years and an expected dividend yield of 0.00%.

No options granted under the 2016 Plan were exercisable at September 30, 2016.

In May 2016, the Company awarded restricted stock totaling 28,810 shares to members of the Board of Directors and certain members of management. In July 2016, the Company awarded 500 shares of restricted stock to a member of management. The restricted stock awards have vesting periods ranging from three years to seven years. Shares of restricted stock granted to employees under the 2016 Plan are subject to restrictions as to continuous employment for a specified time period following the date of grant. During this period, the holder is entitled to full voting rights and dividends.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

Total compensation cost recognized in the income statement for share-based payment arrangements during the three months ended September 30, 2016 was $30,000.

As of September 30, 2016, there was $681,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 6.0 years.

Note 10:

Recent Accounting Pronouncements

FASB ASU 2014-09, Revenue from Contracts with Customers. In May 2014, the Financial Accounting Standards Board (“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 2016-01 Recognition and Measurement of Financial Assets and Financial Liabilities. In January 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. For public business entities, the amendments in this update include the elimination of the requirement to disclose the method(s) and significant assumptions used to estimate fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, the requirement to use the exit price notion when measuring fair value of financial instruments for disclosure purposes, the requirement to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, the requirement for separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or accompanying notes to the financial statements, and the amendments clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption of the amendments in this update is not permitted, except that early application by public business entities to financial statements of fiscal years or interim periods that have not yet been issued or, by all other entities, that have not yet been made available for issuance are permitted as of the beginning of the fiscal year of adoption for the following amendment: An entity should present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk if the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. An entity should apply the amendments to this update by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. Management is currently evaluating the impact of adopting this guidance on the Company’s financial statements.

FASB ASU 2016-02, Leases. In February 2016 the FASB issued ASU 2016-02, Leases. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date:

●

A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and

●

A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.

The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing.

Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. Management is currently evaluating the impact of adopting this guidance on the Company’s financial statements.

FASB ASU 2016-13 Financial Instruments-Credit Losses. In June 2016, the FASB issued ASU 2016-13. The amendments in this ASU replace the incurred loss model for recognition of credit losses with a methodology that reflects expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2019. The Company is currently evaluating the impact of these amendments to the Company’s financial position and results of operations.

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 an 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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition at September 30, 2016 and results of operations for the three months ended September 30, 2016 and 2015, 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, (8) other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services; and (9) other risk factors set forth from time to time in the Company’s reports filed with the Securities and Exchange Commission, including those described in “Item 1.A. Risk Factors” of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016.

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.

MW Bancorp, Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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.

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 it’s 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.

MW Bancorp, Inc.

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

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 September 30, 2016 and June 30, 2016, our deferred tax asset was reduced by a valuation allowance totaling $1.4 million.

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 September 30, 2016 and June 30, 2016

Total Assets. Total assets were $124.2 million at September 30, 2016, an increase of $5.2 million, or 4.4%, over the $119.0 million total at June 30, 2016. The increase was primarily comprised of an $8.0 million increase in net loans, which was partially offset by a decrease in cash and cash equivalents of $1.7 million.

Net Loans. Net loans increased by $8.0 million, or 8.0%, to $107.9 million at September 30, 2016, from $99.9 million at June 30, 2016. During the three months ended September 30, 2016, we originated $18.4 million of loans, which represented approximately 18.1% of our total loan portfolio at June 30, 2016. These new loan originations were comprised primarily of $7.8 million of one- to four-family residential real estate loans, $6.0 million of commercial real estate loans, $1.9 million of construction loans and $1.7 of multi-family residential real estate loans. During the three months ended September 30, 2016, we originated $4.2 million of loans held for sale and sold $4.6 million of loans in the secondary market. During the three months ended September 30, 2016, one- to four-family residential real estate loans increased $722,000, or 1.1%, to $66.0 million at September 30, 2016, from $65.3 million at June 30, 2016; commercial real estate loans increased $5.6 million, or 31.8%, to $23.1 million at September 30, 2016; multi-family residential real estate loans increased $441,000, or 4.9%, to $9.5 million at September 30, 2016; and construction loans increased $972,000, or 14.5%, to $7.7 million at September 30, 2016.

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 $4.6 million of loans in the three months ended September 30, 2016. Total loans sold with servicing retained totaled $18.2 million at September 30, 2016. Management intends to continue this sales activity in future periods.

Investment Securities. Investment securities decreased $654,000, or 14.7%, to $3.8 million at September 30, 2016 from $4.5 million at June 30, 2016. The decrease consisted primarily of principal repayments on mortgage-backed securities, which were partially offset by a purchase of a municipal security totaling $100,000 during the three months ended September 30, 2016.

The yield on our investment securities decreased to 1.55% for the three months ended September 30, 2016, compared to 1.89% for the three months ended September 30, 2015. At September 30, 2016, investment securities classified as available-for-sale and held-to-maturity consisted of municipal securities and government-sponsored mortgage-backed securities.

Premises and Equipment, net. Premises and equipment increased $145,000, or 12.5%, to $1.3 million at September 30, 2016. The increase was due primarily to capitalized costs for construction in progress of the Company’s new drive-through ATM/ITM facility adjacent to the Columbia Tusculum office location. The drive-through will offer customers convenient access to both automated teller machines and interactive teller machines. This new facility is scheduled to open in December 2016.

Deposits. Deposits increased by $1.3 million, or 1.6%, to $78.5 million at September 30, 2016 from $77.2 million at June 30, 2016. Our core deposits, which consist of all deposit account types except certificates of deposit, increased $6.5 million, or 17.5%, to $43.5 million at September 30, 2016 from $37.0 million at June 30, 2016. Certificates of deposit decreased $5.2 million, or 13.0%, to $35.0 million at September 30, 2016 from $40.2 million at June 30, 2016. During the three months ended September 30, 2016, 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 $31.0 million at September 30, 2016. 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 $3.4 million, or 13.4%, to $28.7 million at September 30, 2016 from $25.3 million at June 30, 2016. 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 fund the Company’s loans and investments. The aggregate cost of these advances was 1.26% at September 30, 2016, compared to the Company’s cost of deposits of 0.90% at that date.

MW Bancorp, Inc.

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

Shareholders’ Equity. Total shareholders’ equity decreased $14,000, or 0.1%, to $16.1 million at September 30, 2016 compared to June 30, 2016. The decrease was primarily attributable to dividends paid of $89,000, partially offset by net income of $73,000 for the three months ended September 30, 2016.

Comparison of Operating Results for the Three-Month Periods Ended September 30, 2016 and 2015

General. Net income for the three months ended September 30, 2016 was $73,000, an increase of $26,000, or 55.3%, compared to net income of $47,000 for the three months ended September 30, 2015. The increase in net income was primarily due to a $107,000 increase in net interest income, a $5,000 decrease in the provision for loan losses and a $79,000 increase in noninterest income, which were partially offset by a $136,000 increase in noninterest expenses and a $29,000 increase in income taxes.

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 September 30,
	2016								2015
	Average Outstanding Balance			Interest		Yield/ Rate			Average Outstanding Balance			Interest		Yield/ Rate
	(Dollars in thousands)
Interest-earning assets:
Loans	$	104,741		$	1,018		3.89	%	$	93,533		$	905		3.87	%
Investment securities		4,123			16		1.55	%		5,710			27		1.89	%
Other interest-earning assets (1)		5,956			31		2.08	%		8,088			32		1.58	%
Total interest-earning assets		114,820			1,065		3.71	%		107,331			964		3.59	%
Non-interest-earning assets		6,585								4,712
Allowance for loan losses		(1,636	)							(1,605	)
Total assets	$	119,769							$	110,438

Interest-bearing liabilities:
Interest-bearing demand	$	22,432			52		0.93	%	$	17,079			38		0.89	%
Money market accounts		2,683			3		0.45	%		2,755			3		0.44	%
Savings accounts		10,949			9		0.33	%		8,577			6		0.28	%
Certificates of deposit		37,991			131		1.38	%		42,928			161		1.50	%
Total deposits		74,055			195		1.05	%		71,339			208		1.17	%
FHLB advances		25,981			88		1.35	%		22,443			81		1.44	%
Total interest-bearing liabilities		100,036			283		1.13	%		93,782			289		1.23	%
Non-interest-bearing liabilities		3,627								2,707
Total liabilities		103,663								96,489
Equity		16,106								13,949
Total liabilities and equity	$	119,769							$	110,438

Net interest income				$	782							$	675
Net interest rate spread (2)							2.58	%							2.36	%
Net interest-earning assets (3)	$	14,784							$	13,549
Net interest margin (4)							2.72	%							2.52	%
Average interest-earning assets to interest-bearing liabilities		114.78	%							114.45	%

(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 $101,000, or 10.5%, to $1.1 million for the three months ended September 30, 2016 from $964,000 for the three months ended September 30, 2015. This increase was primarily attributable to a $113,000 increase in interest on loans receivable. The average balance of loans during the three months ended September 30, 2016 increased by $11.2 million, or 12.0%, from the balance for the three months ended September 30, 2015. The average yield on loans increased by two basis points to 3.89% for the three months ended September 30, 2016 from 3.87% for the three months ended September 30, 2015.

The average balance of investment securities decreased $1.6 million to $4.1 million for the three months ended September 30, 2016 from $5.7 million for the three months ended September 30, 2015, while the average yield on investment securities decreased by 34 basis points, to 1.55% for the three months ended September 30, 2016 from 1.89% for the three months ended September 30, 2015. Interest income on other interest-earning assets, including certificates of deposit in other financial institutions, decreased $1,000, or 3.1%, for the three months ended September 30, 2016, due to a decrease in the average balance of $2.1 million period-to-period, partially offset by an increase in the average yield of 50 basis points, to 2.08% for the three months ended September 30, 2016. Interest income on other interest earning assets included 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, which will expire with recognition of interest income totaling approximately $9,000 in the next quarter.

Interest Expense. Total interest expense decreased $6,000, or 2.1%, to $283,000 for the three months ended September 30, 2016, from $289,000 for the three months ended September 30, 2015. Interest expense on deposit accounts decreased $13,000, or 6.3%, to $195,000 for the three months ended September 30, 2016, from $208,000 for the three months ended September 30, 2015. The decrease was primarily due to a decrease in the average cost of interest-bearing deposits of 12 basis points to 1.05% for the three months ended September 30, 2016 from 1.17% for the same quarter in 2015, which was partially offset by an increase of $2.7 million, or 3.8%, in the average balance of deposits to $74.1 million for the three months ended September 30, 2016.

Interest expense on FHLB advances increased $7,000, or 8.6%, to $88,000 for the three months ended September 30, 2016 from $81,000 for the three months ended September 30, 2015. The average balance of advances increased by $3.5 million, or 15.8%, to $26.0 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015, while the average cost of these advances decreased by nine basis points to 1.35% from 1.44%. As noted above, management elected to increase outstanding advances as a source of low-cost funding.

MW Bancorp, Inc.

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

Net Interest Income. Net interest income increased $107,000, or 15.9%, to $782,000 for the three months ended September 30, 2016, compared to $675,000 for the three months ended September 30, 2015. The increase reflected the increase in the interest rate spread to 2.58% for the three months ended September 30, 2016 compared to 2.36% for the three months ended September 30, 2015, and an increase in the average net interest earning assets of $1.2 million period-to-period. Our net interest margin increased to 2.72% for the three months ended September 30, 2016 from 2.52% for the three months ended September 30, 2015. The interest rate spread and net interest margin were impacted by the continuation of the low interest rate environment.

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies—Allowance for Loan Losses,” we did not record a provision for loan losses for the three months ended September 30, 2016, a decrease from the $5,000 recorded for the three months ended September 30, 2015. The allowance for loan losses was $1.6 million, or 1.49% of total loans, at September 30, 2016, compared to $1.6 million, or 1.61% of total loans, at June 30, 2016. The decrease in the provision for loan losses in the three months ended September 30, 2016, compared to the three months ended September 30, 2015, was due primarily to the continued low balances of nonperforming loans and delinquent loans in the 2016 period. Total nonperforming loans were $1.2 million at September 30, 2016, compared to $1.1 million at September 30, 2015. Classified loans declined to $1.4 million at September 30, 2016, compared to $1.5 million at September 30, 2015, and total loans past due greater than 30 days were $676,000 and $601,000 at those respective dates. Net charge-offs totaled $3,000 for the three months ended September 30, 2016, compared to net recoveries of $3,000 for the three months ended September 30, 2015. As a percentage of nonperforming loans, the allowance for loan losses was 138.0% at September 30, 2016, compared to 155.3% at September 30, 2015.

The allowance for loan losses reflects the estimate we believe to be appropriate to cover probable incurred losses in the loan portfolio at September 30, 2016 and 2015. 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 $79,000, or 101.3%, to $157,000 for the three months ended September 30, 2016 from $78,000 for the three months ended September 30, 2015. The increase was due to an increase in gain on sale of loans of $79,000, as the Company continued a program to sell certain loans in the secondary market.

Non-Interest Expense. Non-interest expense increased $136,000, or 19.4%, to $837,000 for the three months ended September 30, 2016 compared to $701,000 for the three months ended September 30, 2015. The increase was primarily attributable to a $64,000, or 16.7%, increase in salaries, employee benefits and directors fees expense, and increases of $28,000, or 73.7%, in occupancy and equipment, and $28,000, or 84.9%, in data processing. The increase in compensation expense was due in part to the incremental expense associated with the new stock-based compensation plan, totaling $30,000 during the three months ended September 30, 2016, coupled with an increase in staffing levels and normal merit increases period-to-period. The increases in occupancy and equipment and data processing were due primarily to costs associated with the new branch location period-to-period, which opened in September 2015 and the related growth in loan and deposit accounts.

MW Bancorp, Inc.

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

Federal Income Taxes. Federal income taxes were $29,000 for the three-month period ended September 30, 2016, compared to no federal income tax provision in the same period in 2015. The increase in federal income taxes was due primarily to the $55,000 increase in pre-tax income, as well as the partial reversal of the impairment valuation allowance maintained on the Company’s deferred tax assets recorded in March 2016. Management evaluated the deferred tax asset based upon a projection of future operating results and determined that the carrying value of the deferred tax asset was appropriate at September 30, 2016 while a full impairment valuation allowance was required at September 30, 2015. The Company recognized a partial reversal of the impairment valuation allowance on its deferred tax assets during the year ended June 30, 2016. The Company had a valuation allowance on its net deferred tax asset of $1.4 million and $2.1 million at September 30, 2016 and 2015, respectively. Additional deferred tax assets 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 September 30, 2016, we had the capacity to borrow approximately $19.7 million from the FHLB and have an additional $10.0 million on a line of credit with the FHLB. At September 30, 2016, we had $28.7 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 operating activities was $1.3 million and $668,000 for the three months ended September 30, 2016 and 2015, 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 maturing securities and pay downs on mortgage-backed securities, was $7.5 million and $8.0 million for the three months ended September 30, 2016 and 2015, respectively. Net cash provided by financing activities, consisting primarily of the activity in deposit accounts and FHLB advances, was $4.5 million and $7.8 million for the three months ended September 30, 2016 and 2015, respectively. These funding increases also reflected our strategy of borrowing at lower interest rates to fund loan originations.

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. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

MW Bancorp, Inc.

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

At September 30, 2016, the Bank’s capital exceeded all of the Bank’s capital adequacy requirements and also exceeded all amounts necessary to be deemed well capitalized under the prompt corrective action regulations. See Note 4 to the Financial Statements for details.

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 September 30, 2016 and 2015, we had outstanding commitments of $8.6 million and $5.3 million, respectively, including commitments to originate loans, undisbursed funds on construction loans, funds available on undrawn lines of credit and stand-by letters 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 September 30, 2016 totaled $19.0 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 September 30, 2016, 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

For information on risk factors, please refer to Part I, Item 1.A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016..

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.

3.2		Bylaws of MW Bancorp, Inc.

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:	November 14, 2016	By:	/s/Gregory P. Niesen
			Gregory P. Niesen
			President and Chief Executive Officer

Date:	November 14, 2016	By:	/s/Julie M. Bertsch
			Julie M. Bertsch
			Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit		Page
Number	Description	Reference

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	Included herewith.

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Included herewith.

32	Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Included herewith.

101.INS	XBRL Instance Document	Included herewith.

101.SCH	XBRL Taxonomy Extension Schema Document	Included herewith.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Included herewith.

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Included herewith.

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Included herewith.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Included herewith.

MW Bancorp, Inc. - FORM 10-Q - November 14, 2016

Attached files

MW Bancorp, Inc. Reports