MW Bancorp, Inc. - FORM 10-Q

Attached files

file	filename
EX-32 - EXHIBIT 32 - MW Bancorp, Inc.	v466538_ex32.htm
EX-31.2 - EXHIBIT 31.2 - MW Bancorp, Inc.	v466538_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - MW Bancorp, Inc.	v466538_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

March 31, 2017

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 offices

(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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company x Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

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

Yes ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 12, 2017, the latest practicable date, 891,209 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 March 31, 2017 and June 30, 2016	3

Condensed Consolidated Statements of Income for the Three and Nine Months Ended March 31, 2017 and 2016	4

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended March 31, 2017 and 2016	5

Condensed Consolidated Statements of Shareholders’ Equity for the Nine Months Ended March 31, 2017 and 2016	6

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2017 and 2016	7

Notes to Condensed Consolidated Financial Statements	8

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	49

Item 3 Quantitative and Qualitative Disclosures About Market Risk	50

Item 4 Controls and Procedures	50

PART II – OTHER INFORMATION

Item 1 Legal Proceedings	51

Item 1A Risk Factors	51

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds	51

Item 3 Defaults Upon Senior Securities	51

Item 4 Mine Safety Disclosures	51

Item 5 Other Information	51

Item 6 Exhibits	52

SIGNATURES	53

Part I – Financial Information

Item 1. Financial Statements

MW Bancorp, Inc.

Condensed Consolidated Balance Sheets

March 31, 2017 and June 30, 2016

(In thousands, except share data)

	March 31,			June 30,
	2017			2016
	(Unaudited)
Assets
Cash and due from banks	$	584		$	258
Interest-bearing demand deposits		7,120			3,414

Cash and cash equivalents		7,704			3,672

Interest-bearing time deposits in other financial institutions		100			2,100
Available-for-sale securities		4,266			3,465

Held-to-maturity securities (fair value of $292 at March 31, 2017 and $996 at June 30, 2016)		288			986
Loans held for sale		-			1,763
Loans, net of allowance for loan losses of $1,638 at March 31, 2017 and $1,635 at June 30, 2016		114,575			99,946
Premises and equipment, net		1,924			1,158
Federal Home Loan Bank stock, at cost		1,192			1,192
Accrued interest receivable		362			292
Bank owned life insurance		3,539			3,469
Deferred federal income taxes		2,117			713
Other assets		307			251

Total assets	$	136,374		$	119,007

Liabilities and Shareholders' Equity

Liabilities
Deposits
Demand and money market	$	37,536		$	27,736
Savings		16,963			9,274
Time		34,719			40,204

Total deposits		89,218			77,214

Federal Home Loan Bank advances		28,848			25,319
Other liabilities		1,127			350

Total liabilities		119,193			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, 910,709 and 904,973 shares issued at March 31, 2017 and June 30, 2016, respectively		9			9
Additional paid-in capital		7,994			7,835
Shares acquired by ESOP		(627	)		(666	)
Unearned compensation - restricted stock awards		(535	)		(429	)
Retained earnings		10,666			9,756
Accumulated other comprehensive loss		(24	)		(79	)
Treasury stock, 20,000 shares - at cost		(302	)		(302	)

Total shareholders' equity		17,181			16,124

Total liabilities and shareholders' equity	$	136,374		$	119,007

See Notes to Condensed Consolidated Financial Statements

MW Bancorp, Inc.

Condensed Consolidated Statements of Income

For the Three and Nine Months Ended March 31, 2017 and 2016

(In thousands, except share data)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2017			2016			2017			2016
	(Unaudited)
Interest Income
Loans, including fees	$	1,090		$	936		$	3,161		$	2,778
Taxable securities		19			25			50			76
Interest-bearing deposits		26			40			85			104

Total interest income		1,135			1,001			3,296			2,958

Interest Expense
Deposits		198			225			588			655
Federal Home Loan Bank advances		98			83			274			249

Total interest expense		296			308			862			904

Net Interest Income		839			693			2,434			2,054

Provision for Loan Losses		-			-			-			13

Net Interest Income After Provision for Loan Losses		839			693			2,434			2,041

Noninterest Income
Gain on sale of loans		70			121			297			173
Gain on sale of foreclosed assets, net		-			21			-			21
Income from Bank owned life insurance		23			24			70			70
Other operating		18			9			29			33
Total noninterest income		111			175			396			297

Noninterest Expense
Salaries, employee benefits and directors fees		674			517			1,607			1,301
Occupancy and equipment		78			65			211			154
Data processing		58			36			177			102
Franchise taxes		33			32			96			64
FDIC insurance premiums		9			17			30			52
Professional services		76			98			235			291
Advertising		27			5			54			39
Office supplies		14			12			41			38
Business entertainment		10			13			36			35
Other		68			84			210			203

Total noninterest expense		1,047			879			2,697			2,279

Income (Loss) Before Federal Income Tax Benefits		(97	)		(11	)		133			59

Federal Income Tax Benefits		(1,344	)		(680	)		(1,311	)		(680	)

Net Income	$	1,247		$	669		$	1,444		$	739

Earnings per share
Basic	$	1.51		$	0.83		$	1.76		$	0.92
Diluted	$	1.46		$	0.83		$	1.73		$	0.92

Weighted-average shares outstanding
Basic		826,782			809,574			821,473			807,242
Diluted		853,291			809,574			837,310			807,242

See Notes to Condensed Consolidated Financial Statements

MW Bancorp, Inc.

Condensed Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended March 31, 2017 and 2016

(In thousands)

	Three Months Ended March 31,				Nine Months Ended March 31,
	2017		2016		2017			2016
	(Unaudited)

Net income	$	1,247	$	669	$	1,444		$	739

Other comprehensive income (loss):
Net unrealized holding gains (losses) on securities available for sale		12		17		(52	)		(2	)

Amortization of net unrealized holding loss on held-to-maturity securities		2		3		7			3

Net unrealized gains (losses)		14		20		(45	)		1
Tax effect		100		-		100			-

Total other comprehensive income		114		20		55			1

Comprehensive income	$	1,361	$	689	$	1,499		$	740

See Notes to Condensed Consolidated Financial Statements

MW Bancorp, Inc.

Condensed Consolidated Statements of Shareholders’ Equity

For the Nine Months Ended March 31, 2017 and 2016

(In thousands)

Nine Months Ended March 31, 2017

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

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

Net income		-		-		-			-			1,444			-			-			1,444

Compensation expense related to stock options		-		39		-			-			-			-			-			39

Issuance of restricted stock awards		-		106		-			(106	)		-			-			-			-

Dividends declared, $0.60 per share		-		-		-			-			(534	)		-			-			(534	)

Amortization of ESOP		-		14		39			-			-			-			-			53

Other comprehensive income		-		-		-			-			-			55			-			55

Balance at March 31, 2017	$	9	$	7,994	$	(627	)	$	(535	)	$	10,666		$	(24	)	$	(302	)	$	17,181

Nine Months Ended March 31, 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
	(Unaudited)

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

Net income		-		-		-			-		739		-			-		739

Amortization of ESOP		-		14		35			-		-		-			-		49

Other comprehensive income		-		-		-			-		-		1			-		1

Balance at March 31, 2016	$	9	$	7,400	$	(666	)	$	-	$	9,806	$	(90	)	$	-	$	16,459

See Notes to Condensed Consolidated Financial Statements

MW Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended March 31, 2017 and 2016

(In thousands)

	Nine Months Ended March 31,
	2017			2016
	(Unaudited)
Cash Flows from Operating Activities
Net income	$	1,444		$	739
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		109			82
Amortization of premiums and discounts on securities, net		43			45
Accretion of deferred loan origination fees and costs, net		27			9
Provision for loan losses		-			13
Gain on sale of loans		(297	)		(173	)
Proceeds from sales of loans		14,639			4,999
Loans originated for sale		(12,672	)		(4,920	)
Gain on sale of foreclosed assets		-			(21	)
Compensation expense related to stock options		39			-
Cash surrender value of life insurance		(70	)		(70	)
ESOP compensation		53			49
Net changes in:
Accrued interest receivable		(70	)		(34	)
Other assets		37			(200	)
Other liabilities		329			205
Deferred federal income taxes		(1,304	)		(680	)

Net cash provided by operating activities		2,307			43

Cash Flows from Investing Activities
Net change in interest-bearing time deposits in other financial institutions		2,000			1,000
Purchase of available for sale securities		(1,629	)		-
Principal repayments of held-to-maturity securities		703			367
Principal repayments of available-for-sale mortgage-backed securities		735			583
Proceeds from sales of jumbo mortgage loans		-			5,773
Net change in loans		(14,656	)		(13,797	)
Purchase of premises and equipment		(875	)		(853	)
Proceeds from sales of foreclosed assets		-			125

Net cash used in investing activities		(13,722	)		(6,802	)

Cash Flows from Financing Activities
Net change in deposits		12,004			11,163
Proceeds from Federal Home Loan Bank advances		17,500			2,000
Repayment of Federal Home Loan Bank advances		(13,971	)		(1,803	)
Dividends paid		(86	)		-

Net cash provided by financing activities		15,447			11,360

Net Change in Cash and Cash Equivalents		4,032			4,601

Beginning Cash and Cash Equivalents		3,672			3,665

Ending Cash and Cash Equivalents	$	7,704		$	8,266

Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest on deposits and borrowings	$	851		$	901
Supplemental Disclosure of Noncash Activities
Transfers from loans to loans held for sale	$	-		$	5,713
Dividends payable	$	448		$	-

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 (the “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 March 31, 2017 and for the three and nine months ended March 31, 2017 and 2016, 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 most recent 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 March 31, 2017 and the results of operations and cash flows for the three and nine months ended March 31, 2017 and 2016. All interim amounts have not been audited and the results of operations for the three and nine months ended March 31, 2017, herein are not necessarily indicative of the results of operations to be expected for the entire fiscal year.

Principles of Consolidation

The consolidated financial statements as of and for the periods ended March 31, 2017, 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:
March 31, 2017
Municipal bonds	$	100	$	-	$	(3	)	$	97
Mortgage-backed securities of U.S. government sponsored entities - residential		4,198		4		(33	)		4,169

	$	4,298	$	4	$	(36	)	$	4,266

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:
March 31, 2017
Mortgage-backed securities of U.S. government sponsored entities - residential	$	288	$	4	$	-		$	292

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

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

The amortized cost and fair value of available-for-sale securities and held-to-maturity securities at March 31, 2017, 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.

	March 31, 2017
	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	$	97	$	-	$	-
Mortgage-backed securities of U.S. government sponsored entities - residential - not due at a single maturity date		4,198		4,169		288		292

	$	4,298	$	4,266	$	288	$	292

The Company had no sales of investment securities during the three- and nine-month periods ended March 31, 2017 and 2016.

The Company had pledged $1.1 million and $1.4 million of its investment securities at March 31, 2017 and June 30, 2016, respectively.

At March 31, 2017 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 $5,000 at March 31, 2017.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following tables show the Company’s investments’ gross unrealized losses and the 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 March 31, 2017 and June 30, 2016:

	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)
March 31, 2017
Available-for-sale Securities:
Municipal bonds	$	97	$	(3	)	$	-	$	-		$	97	$	(3	)
Mortgage-backed securities of U.S. government sponsored entities - residential		2,428		(21	)		643		(12	)		3,071		(33	)

	$	2,525	$	(24	)	$	643	$	(12	)	$	3,168	$	(36	)
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 March 31, 2017 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 did not consider these securities to be other-than-temporarily impaired at March 31, 2017 and June 30, 2016.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 3:

Loans and Allowance for Loan Losses

Loans at March 31, 2017 and June 30, 2016 include:

	March 31,			June 30,
	2017			2016
	(In thousands)
Real estate loans
One- to four-family residential	$	68,213		$	65,294
Multi-family residential		10,377			9,076
Commercial		27,659			17,486
Construction		5,236			6,720
Commercial		4,171			2,397
Consumer and other		486			548

Total loans		116,142			101,521

Less:
Net deferred loan costs		(71	)		(60	)
Allowance for loan losses		1,638			1,635

Net loans	$	114,575		$	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 and nine months ended March 31, 2017, and the recorded investment in loans and impairment method as of March 31, 2017:

	March 31, 2017

	1-4 Family			1-4 Family
	Owner			Non-Owner			Multi-
	Occupied			Occupied			family			Commercial		Construction			Consumer			Total
	(In thousands)
Three Months Ended March 31, 2017
Allowance for loan losses:
Balance, January 1, 2017	$	981		$	241		$	42		$	268	$	104		$	-		$	1,636
Provision for loan losses		(78	)		18			7			72		(18	)		(1	)		-
Charge-offs		-			-			-			-		-			-			-
Recoveries		1			-			-			-		-			1			2

Balance, March 31, 2017	$	904		$	259		$	49		$	340	$	86		$	-		$	1,638

Nine Months Ended March 31, 2017
Allowance for loan losses:
Balance, July 1, 2016	$	1,004		$	282		$	66		$	167	$	116		$	-		$	1,635
Provision for loan losses		(104	)		(23	)		(17	)		173		(30	)		1			-
Charge-offs		-			-			-			-		-			(4	)		(4	)
Recoveries		4			-			-			-		-			3			7

Balance, March 31, 2017	$	904		$	259		$	49		$	340	$	86		$	-		$	1,638

Allowance for loan losses:
Ending balance, individually evaluated for impairment	$	39		$	28		$	21		$	-	$	-		$	-		$	88

Ending balance, collectively evaluated for impairment	$	865		$	231		$	28		$	340	$	86		$	-		$	1,550

Loans:
Ending balance	$	53,062		$	15,151		$	10,377		$	31,830	$	5,236		$	486		$	116,142

Ending balance; individually evaluated for impairment	$	824		$	340		$	105		$	138	$	-		$	-		$	1,407

Ending balance; collectively evaluated for impairment	$	52,238		$	14,811		$	10,272		$	31,692	$	5,236		$	486		$	114,735

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table presents, by portfolio segment, the activity in the allowance for loan losses for the three and nine months ended March 31, 2016:

	1-4 Family			1-4 Family
	Owner			Non-Owner			Multi-
	Occupied			Occupied			family		Commercial			Construction		Consumer			Total
	(In thousands)
Three Months Ended March 31, 2016
Allowance for loan losses:
Balance, January 1, 2016	$	1,164		$	279		$	1	$	116		$	60	$	-		$	1,620
Provision for loan losses		(119	)		(11	)		20		86			25		(1	)		-
Charge-offs		-			-			-		-			-		-			-
Recoveries		12			-			-		-			-		1			13

Balance, March 31, 2016	$	1,057		$	268		$	21	$	202	#	$	85	$	-		$	1,633

Nine Months Ended March 31, 2016
Allowance for loan losses:
Balance, July 1, 2015	$	1,130		$	287		$	3	$	124		$	58	$	-		$	1,602
Provision for loan losses		(87	)		(19	)		18		78			27		(4	)		13
Charge-offs		-			-			-		-			-		-			-
Recoveries		14			-			-		-			-		4			18

Balance, March 31, 2016	$	1,057		$	268		$	21	$	202		$	85	$	-		$	1,633

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

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. The categories are as follows:

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

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

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

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

The following tables present the credit risk profile of the Company’s loan portfolio based on internal rating category and payment activity as of March 31, 2017 and June 30, 2016:

	March 31, 2017
	1-4 Family		1-4 Family
	Owner		Non-Owner		Multi-
	Occupied		Occupied		family		Commercial		Construction		Consumer		Total
	(In thousands)
Pass	$	52,432	$	14,777	$	10,272	$	31,733	$	5,236	$	486	$	114,936
Special mention		-		-		-		-		-		-		-
Substandard		630		374		105		97		-		-		1,206
Doubtful		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-

Total	$	53,062	$	15,151	$	10,377	$	31,830	$	5,236	$	486	$	116,142

	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		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-

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 loans made to borrowers with a credit score below 660. These loans are primarily secured by one- to four-family real estate, including both owner-occupied and non-owner-occupied properties. Subprime loans totaled $7.4 million and $6.5 million at March 31, 2017 and June 30, 2016, respectively.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

The following tables present the Company’s loan portfolio aging analysis of the recorded investment in loans as of March 31, 2017 and June 30, 2016:

	March 31, 2017
					Greater Than								Total Loans >
	30-59 Days		60-89 Days		90 Days		Total				Total Loans		90 Days &
	Past Due		Past Due		Past Due		Past Due		Current		Receivable		Accruing
	(In thousands)

1-4 family owner-occupied	$	192	$	13	$	110	$	315	$	52,747	$	53,062	$	-
1-4 family non-owner occupied		-		-		-		-		15,151		15,151		-
Multi-family residential		-		-		-		-		10,377		10,377		-
Commercial		97		-		-		97		31,733		31,830		-
Construction		-		-		-		-		5,236		5,236		-
Consumer and other		-		-		-		-		486		486		-

Total	$	289	$	13	$	110	$	412	$	115,730	$	116,142	$	-

	June 30, 2016
					Greater Than								Total Loans >
	30-59 Days		60-89 Days		90 Days		Total				Total Loans		90 Days &
	Past Due		Past Due		Past Due		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 real estate and commercial loans, but also include loans modified in troubled debt restructurings.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table presents impaired loan information as of, and for the three and nine months ended, March 31, 2017:

							For the Three Months Ended				For the Nine Months Ended
	As of March 31, 2017						March 31, 2017				March 31, 2017
			Unpaid		Allowance for Loan		Average		Interest		Average		Interest
	Recorded Investment		Principal Balance		Losses Allocated		Recorded Investment		Income Recognized		Recorded Investment		Income Recognized
	(In thousands)
Loans with no related allowance recorded:
Real estate
1-4 family owner-occupied	$	558	$	748	$	-	$	560	$	6	$	575	$	16
1-4 family non-owner occupied		109		145		-		110		-		113		-
Multi-family residential		-		-		-		-		-		-		-
Commercial		138		154		-		237		3		174		9
Construction		-		-		-		-		-		-		-
Consumer and other		-		-		-		-		-		-		-

Loans with an allowance recorded:
Real estate
1-4 family owner-occupied		266		335		39		267		-		273		-
1-4 family non-owner occupied		231		277		28		233		-		238		-
Multi-family residential		105		109		21		106		-		108		-
Commercial		-		-		-		-		-		-		-
Construction		-		-		-		-		-		-		-
Consumer and other		-		-		-		-		-		-		-

Totals	$	1,407	$	1,768	$	88	$	1,513	$	-	$	1,481	$	-

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table presents impaired loan information as of June 30, 2016, and for the three and nine months ended March 31, 2016:

							For the Three Months Ended				For the Nine Months Ended
	As of June 30, 2016						March 31, 2016				March 31, 2016
			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	$	682	$	881	$	-	$	712	$	5	$	715	$	13
1-4 family non-owner occupied		182		213		-		123		-		126		-
Multi-family residential		-		-		-		-		-		-		-
Commercial		145		160		-		148		3		150		8
Construction		-		-		-		-		-		-		-
Consumer and other		-		-		-		-		-		-		-

Loans with an allowance recorded:
1-4 family owner-occupied		365		451		89		377		-		386		-
1-4 family non-owner occupied		348		385		72		149		-		152		-
Multi-family residential		111		111		27		-		-		-		-
Commercial		-		-		-		-		-		-		-
Construction		-		-		-		-		-		-		-
Consumer and other		-		-		-		-		-		-		-

Totals	$	1,833	$	2,201	$	188	$	1,509	$	8	$	1,529	$	21

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 March 31, 2017 and June 30, 2016. The table excludes performing troubled debt restructurings.

	March 31,		June 30,
	2017		2016
	(In thousands)
Real estate
1-4 family owner-occupied	$	440	$	568
1-4 family non-owner occupied		340		530
Multi-family residential		105		111
Commercial		-		-
Construction		-		-
Consumer and other		-		-

Total nonaccrual	$	885	$	1,209

At March 31, 2017 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 $1.0 million and $1.1 million at March 31, 2017 and June 30, 2016, respectively. Troubled debt restructured loans had specific allowances totaling $36,000 and $58,000 at March 31, 2017 and June 30, 2016, respectively. At March 31, 2017, 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 the three and nine months ended March 31, 2017 or 2016.

The Company had no troubled debt restructurings modified during the twelve months ended March 31, 2017 or 2016, that subsequently defaulted during the nine-month periods ended March 31, 2017 or 2016. 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 each as calculated under regulatory accounting practices. The Bank’s capital amounts and asset classifications 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 was 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 began to be phased in on January 1, 2016 and will be fully phased in on 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 March 31, 2017 and June 30, 2016, that the Bank met all capital adequacy requirements to which it is subject.

As of March 31, 2017 and June 30, 2016, the Bank met the requirements necessary to be deemed well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events that management believes have changed the Bank’s category.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

The Bank’s actual capital amounts and ratios as of March 31, 2017 and June 30, 2016, 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 March 31, 2017
Total Capital (to Risk-Weighted Assets)	$	16,312		16.7	%	$	7,820		8.0	%	$	9,775		10.0	%

Tier I Capital (to Risk-Weighted Assets)	$	15,080		15.4	%	$	5,865		6.0	%	$	7,820		8.0	%

Common Equity (to Risk-Weighted Assets)	$	15,080		15.4	%	$	4,399		4.5	%	$	6,354		6.5	%

Tier I Capital (to Average Assets)	$	15,080		11.6	%	$	5,180		4.0	%	$	6,476		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 (to Risk-Weighted Assets)	$	14,269		18.4	%	$	3,490		4.5	%	$	5,041		6.5	%

Tier I 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 fell at March 31, 2017 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)
March 31, 2017
Municipal bonds	$	97	$	-	$	97	$	-
Mortgage-backed securities of U.S. government sponsored entities - residential		4,169		-		4,169		-

	$	4,266	$	-	$	4,266	$	-

June 30, 2016
Mortgage-backed securities of U.S. 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 March 31, 2017 and 2016.

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 at March 31, 2017. 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 fell 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.

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.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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 March 31, 2017 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)
March 31, 2017
Financial assets
Cash and cash equivalents	$	7,704	$	7,704	$	-	$	-	$	7,704
Interest-bearing time deposits		100		100		-		-		100
Held-to-maturity securities		288		-		292		-		292
Loans		114,575		-		-		113,896		113,896
Federal Home Loan Bank stock		1,192		n/a		n/a		n/a		n/a
Accrued interest receivable		362		-		362		-		362
Financial liabilities
Deposits		89,218		54,498		34,754		-		89,252
Federal Home Loan Bank advances		28,848		-		27,556		-		27,556
Accrued interest payable		44		-		44		-		44

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

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. The methods utilized to estimate the fair values of loans do not necessarily represent an exit price.

Federal Home Loan Bank Stock

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

Accrued Interest Receivable and Payable

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

Deposits

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

Federal Home Loan Bank Advances

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

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.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 6:

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component, net of tax, for the three and nine months ended March 31, 2017 and 2016 are as follows:

				Unrealized
	Unrealized			Gains and Losses
	Gains and Losses			on Securities
	on Available-			Transferred from
	for-Sale			Available for Sale to
Three Months Ended March 31, 2017	Securities			Held to Maturity			Total
	(In thousands)
Balance, January 1, 2017	$	(131	)	$	(7	)	$	(138	)

Other comprehensive income, net of tax		112			-			112

Accretion of unrealized losses on securities transferred from available for sale to held to maturity recognized in other comprehensive income		-			2			2

Balance, March 31, 2017	$	(19	)	$	(5	)	$	(24	)

Three Months Ended March 31, 2016

Balance, January 1, 2016	$	(92	)	$	(18	)	$	(110	)

Other comprehensive income		17			-			17

Accretion of unrealized losses on securities transferred from available for sale to held to maturity recognized in other comprehensive income		-			3			3

Balance, March 31, 2016	$	(75	)	$	(15	)	$	(90	)

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

				Unrealized
	Unrealized			Gains and Losses
	Gains and Losses			on Securities
	on Available-			Transferred from
	for-Sale			Available for Sale to
Nine Months Ended March 31, 2017	Securities			Held to Maturity			Total
	(In thousands)
Balance, July 1, 2016	$	(67	)	$	(12	)	$	(79	)

Other comprehensive income, net of tax		48			-			48

Accretion of unrealized losses on securities transferred from available for sale to held to maturity recognized in other comprehensive income		-			7			7

Balance, March 31, 2017	$	(19	)	$	(5	)	$	(24	)


Nine Months Ended March 31, 2016

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

Other comprehensive loss, net of tax		(2	)		-			(2	)

Accretion of unrealized losses on securities transferred from available for sale to held to maturity recognized in other comprehensive income		-			3			3

Balance, March 31, 2016	$	(75	)	$	(15	)	$	(90	)

There were no material items reclassified from accumulated other comprehensive loss to the statements of income for the three- and six-month periods ended March 31, 2017 and 2016.

Note 7:

Earnings Per Share

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

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

Earnings per share were computed as follows for the three- and nine-month periods ended March 31, 2017.

	Three Months Ended March 31, 2017
			Weighted-
	Net		Average		Per Share
	Income		Shares		Amount
	(In thousands)

Net income	$	1,247

Basic earnings per share				826,782	$	1.51

Effect of dilutive securities
Stock options				14,655
Restricted stock awards				11,854

Diluted earnings per share				853,291	$	1.46

	Nine Months Ended March 31, 2017
			Weighted-
	Net		Average		Per Share
	Income		Shares		Amount
	(In thousands)

Net income	$	1,444

Basic earnings per share				821,473	$	1.76

Effect of dilutive securities
Stock options				6,302
Restricted stock awards				9,536

Diluted earnings per share				837,310	$	1.73

Earnings per share for the three months ended March 31, 2016 was $0.83, calculated using 876,163 shares issued, less 66,589 weighted-average unallocated shares held by the ESOP. Earnings per share for the nine months ended March 31, 2016 was $0.92, calculated using 876,163 shares issued, less 68,921 weighted-average unallocated shares held by the ESOP. The Company had no dilutive or potentially dilutive securities at March 31, 2016.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 8:

Employee Stock Ownership Plan

As part of the stock conversion, shares were purchased by the ESOP with a loan from MW Bancorp. All employees of the Bank meeting certain tenure requirements are entitled to participate in the ESOP. Compensation expense related to the ESOP was $22,000 and $57,000 for the three- and nine-month periods ended March 31, 2017, respectively, and $13,000 and $42,000 for the three- and nine-month periods ended March 31, 2016, respectively.

A summary of the unallocated share activity of the ESOP for the nine months ended March 31, 2017 and 2016 is as follows:

	For the nine months ended
	March 31,
	2017			2016

Beginning balance		66,589			70,093

New share purchases		-			-

Shares released to participants		-			-

Shares allocated to participants		(3,928	)		(3,504	)

Ending balance		62,661			66,589

The ESOP paid $10.00 per share when it was funded. The aggregate fair value of the 62,661 unallocated shares was $1.3 million based on the $21.00 closing price of MW Bancorp’s common stock on March 31, 2017.

Note 9:

Equity Incentive Plan

In April 2016, the Company’s stockholders adopted the MW Bancorp, Inc. 2016 Equity Incentive Plan (the “2016 Plan”). 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. No more than 122,662 shares of the Company’s common stock may be subject to awards granted under the 2016 Plan, of which a maximum of 87,616 may be subject to stock options and 35,046 may be subject 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. Shares subject to awards under the 2016 Plan may be authorized but unissued shares or treasury shares. The 2016 Plan also 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).

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

In January 2017, the Company granted stock options for 25,466 shares to certain members of management. In May 2016, the Company granted stock options for 60,150 shares to members of the Board of Directors and certain members of management. Options granted in January 2017 and May 2016 have an exercise price of $17.24 and $14.88, respectively, as determined on the applicable grant date and expire ten years from the grant date.

The fair value was calculated for stock options granted in January 2017 using the following assumptions: expected volatility of 16.59%, a risk-free interest rate of 2.51%, an expected term of ten years and an expected dividend yield of 0.64%.

The fair value was calculated for stock options granted in May 2016 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 March 31, 2017.

In May 2016, the Company awarded 28,810 restricted shares to members of the Board of Directors and certain members of management. In July 2016, the Company awarded an additional 500 shares of restricted stock to a member of management, which were forfeited in March 2017 due to the retirement of the employee. In January 2017, the Company awarded an additional 5,736 shares of restricted stock to certain members 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 vesting based on continuous employment for a specified time period following the date of grant. During the restricted period, the holder is entitled to full voting rights and dividends.

Total compensation cost recognized in the income statement for share-based payment arrangements during the three and nine months ended March 31, 2017 was $36,000 and $97,000, respectively.

As of March 31, 2017, there was $845,000 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 7.0 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.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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.

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 under certain circumstances. 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.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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 2016-09 Share-Based Payments. In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions including the income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics and also allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value. The amendments are effective for annual periods beginning after December 15, 2016 (July 1, 2017 as to the Company) and interim periods within those annual periods. These amendments are not expected to have a material impact on the financial statements of the Company.

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.

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 the 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.

MW Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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 the conversion.

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

MW Bancorp, Inc.

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

Management’s discussion and analysis of the financial condition at March 31, 2017 and results of operations for the three and nine months ended March 31, 2017 and 2016, 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 and changes in tax rates, (4) deposit flows, (5) loan demand, (6) changes in legislation or regulation, (7) changes in accounting principles, policies and guidelines and (8) other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services.

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

Critical Accounting Policies

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

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

MW Bancorp, Inc.

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

The following represent our critical accounting policies:

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

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

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

Deferred Tax Assets. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Determining the proper valuation allowance for deferred taxes is critical in properly valuing the deferred tax asset and the related recognition of income tax expense or benefit. At June 30, 2016, our deferred tax asset was reduced by a valuation allowance of $1.4 million. During the third quarter ended March 31, 2017, management evaluated the deferred tax asset and, based upon an analysis of positive and negative evidence, along with recent and projected operating results, determined that it was no longer appropriate to maintain a valuation allowance for the deferred tax asset. Accordingly, the valuation allowance was released, resulting in a credit provision for federal income taxes in the periods ended March 31, 2017.

MW Bancorp, Inc.

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

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

Comparison of Financial Condition at March 31, 2017 and June 30, 2016

Total Assets. Total assets were $136.4 million at March 31, 2017, an increase of $17.4 million, or 14.6%, over the $119.0 million total at June 30, 2016. The increase was primarily comprised of a $14.6 million increase in net loans and a $4.0 million increase in cash and cash equivalents, which were partially offset by a $2.0 million decrease in interest-bearing deposits in other financial institutions and a $1.8 million decrease in loans held for sale.

Net Loans. Net loans, including loans held for sale, increased by $12.9 million, or 12.6%, to $114.6 million at March 31, 2017 from $101.7 million at June 30, 2016. During the nine months ended March 31, 2017, we originated $43.7 million of loans, which represented approximately 43.0% of our total loan portfolio at June 30, 2016. These new loan originations were comprised primarily of $18.7 million of one- to four-family residential real estate loans, $15.8 million of commercial real estate loans, $4.3 million of construction loans and $2.4 of multi-family residential real estate loans. Of the loans we originated during the nine months ended March 31, 2017, we sold $12.7 million of loans in the secondary market.

During the nine months ended March 31, 2017, one- to four-family residential real estate loans increased $2.9 million, or 4.5%, to $68.2 million at March 31, 2017, from $65.3 million at June 30, 2016; commercial real estate loans increased $10.2 million, or 58.2%, to $27.7 million at March 31, 2017; multi-family residential real estate loans increased $1.3 million, or 14.3%, to $10.4 million at March 31, 2017; commercial loans increased $1.8 million, or 74.0%, to $4.2 million; and construction loans decreased $1.5 million, or 22.1%, to $5.2 million at March 31, 2017.

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 in order to reduce our interest rate risk in the event of rising interest rates. We have continued to sell loans, on both a servicing released and servicing retained basis, to the Federal Home Loan Bank-Cincinnati (“FHLB”), through its mortgage purchase program, and to other investors. We sold $14.4 million of loans in the nine months ended March 31, 2017. Total loans that had been sold with servicing retained through March 31, 2017 amounted to $26.2 million at March 31, 2017. Management intends to continue these sales activities in future periods.

Interest Bearing Deposits in Other Financial Institutions. Interest-bearing time deposits in other financial institutions decreased by $2.0 million, or 95.2%, to a total of $100,000 at March 31, 2017, compared to $2.1 million at June 30, 2016, due to maturities of these deposits. Management began to invest in certificates of deposit during the year ended June 30, 2013, to increase the yield on liquid assets beyond the rates available in overnight funds. As these deposits matured, the proceeds have been used primarily to fund new loan originations.

Investment Securities. Investment securities increased $103,000, or 2.3%, to $4.6 million at March 31, 2017 from $4.5 million at June 30, 2016. The increase was due primarily to $1.6 million in purchases of securities partially offset by $1.4 million of principal repayments on mortgage-backed securities during the nine months ended March 31, 2017.

The yield on our investment securities decreased to 1.60% for the nine months ended March 31, 2017, compared to 1.89% for the nine months ended March 31, 2016. At March 31, 2017, investment securities classified as available-for-sale and held-to-maturity consisted primarily of government-sponsored mortgage-backed securities.

Premises and Equipment, net. Premises and equipment increased $766,000, or 66.1%, to $1.9 million at March 31, 2017. The increase was due primarily to capitalized costs for construction of the Company’s new drive-through ATM/ITM facility adjacent to the Columbia Tusculum office location. The drive-through offers customers convenient access to both automated teller machines and interactive teller machines. ATM access became available in December 2016, and ITM capability at this new facility opened in February 2017.

Deposits. Deposits increased by $12.0 million, or 15.5%, to $89.2 million at March 31, 2017 from $77.2 million at June 30, 2016. Our core deposits, which consist of all deposit account types except certificates of deposit, increased $17.5 million, or 47.3%, to $54.5 million at March 31, 2017 from $37.0 million at June 30, 2016. Certificates of deposit decreased $5.5 million, or 13.6%, to $34.7 million at March 31, 2017 from $40.2 million at June 30, 2016. During the nine months ended March 31, 2017, 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 $37.5 million at March 31, 2017. Management intends to continue its efforts to increase core deposits, with a special emphasis on growth in consumer and business demand deposits.

MW Bancorp, Inc.

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

Federal Home Loan Bank Advances. FHLB advances increased $3.5 million, or 13.9%, to $28.8 million at March 31, 2017 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 grow the Company’s loan portfolio. The aggregate cost of these advances was 1.51% at March 31, 2017, compared to the Company’s cost of deposits of 0.96% at that date.

Shareholders’ Equity. Total shareholders’ equity increased $1.1 million, or 6.6%, to $17.2 million at March 31, 2017 compared to June 30, 2016. The increase was primarily attributable to net income of $1.4 million for the nine months ended March 31, 2017, a $53,000 increase for allocation of ESOP shares and a $55,000 decrease in the accumulated other comprehensive loss, which were partially offset by dividends declared of $534,000.

Comparison of Operating Results for the Three-Month Periods Ended March 31, 2017 and 2016

General. Net income for the three months ended March 31, 2017 was $1.2 million, compared to $669,000 for the three months ended March 31, 2016, an increase of $578,000, or 86.4%. The increase in net income was primarily due to a $664,000 increase in tax benefits related to the release of the valuation allowance on the Company’s deferred tax assets. Additionally, net interest income increased by $146,000, noninterest income decreased by $64,000 and noninterest expenses increased by $168,000.

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 March 31,
	2017								2016
	Average Outstanding Balance			Interest		Yield/ Rate			Average Outstanding Balance			Interest		Yield/ Rate
Interest-earning assets:		(Dollars in thousands)
Loans	$	112,484		$	1,090		3.88	%	$	96,990		$	936		3.86	%
Investment securities		4,494			19		1.65	%		5,016			25		1.99	%
Other interest-earning assets (1)		7,510			26		1.38	%		12,571			40		1.27	%
Total interest-earning assets		124,488			1,135		3.65	%		114,577			1,001		3.49	%
Non-interest-earning assets		7,828								5,405
Allowance for loan losses		(1,637	)							(1,623	)
Total assets	$	130,679							$	118,359

Interest-bearing liabilities:
Interest-bearing demand	$	31,014			74		0.95	%	$	20,836			54		1.04	%
Money market accounts		2,543			4		0.63	%		2,756			3		0.44	%
Savings accounts		16,985			34		0.80	%		9,402			9		0.38	%
Certificates of deposit		34,045			86		1.01	%		43,590			159		1.46	%
Total deposits		84,587			198		0.94	%		76,584			225		1.18	%
FHLB advances		27,091			98		1.45	%		22,737			83		1.46	%
Total interest-bearing liabilities		111,678			296		1.06	%		99,321			308		1.24	%
Non-interest-bearing liabilities		2,724								2,580
Total liabilities		114,402								101,901
Equity		16,277								16,458
Total liabilities and equity	$	130,679							$	118,359

Net interest income				$	839							$	693
Net interest rate spread (2)							2.59	%							2.25	%
Net interest-earning assets (3)	$	12,810							$	15,256
Net interest margin (4)							2.69	%							2.42	%
Average interest-earning assets to interest-bearing liabilities		111.47	%							115.36	%

(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 $134,000, or 13.4%, to $1.1 million for the three months ended March 31, 2017 from $1.0 million for the three months ended March 31, 2016. This increase was primarily attributable to a $154,000, or 16.5%, increase in interest on loans receivable. The average balance of loans during the three months ended March 31, 2017 increased by $15.5 million, or 16.0%, from the balance for the three months ended March 31, 2016. The average yield on loans increased by two basis points to 3.88% for the three months ended March 31, 2017 from 3.86% for the three months ended March 31, 2016. The increase in average yield on loans was due to our growth in loans and the overall increase in interest rates in the economy during the current quarter.

Interest income on investment securities decreased $6,000, or 24.0%, to $19,000 for the three months ended March 31, 2017 compared to the same period in 2016. The average balance of investment securities decreased $522,000 to $4.5 million for the three months ended March 31, 2017 from $5.0 million for the three months ended March 31, 2016, while the average yield on investment securities decreased by 34 basis points, to 1.65% for the three months ended March 31, 2017 from 1.99% for the three months ended March 31, 2016. Interest income on other interest-earning assets, including certificates of deposit in other financial institutions, decreased $14,000, or 35.0%, for the three months ended March 31, 2017, due to a decrease in the average balance of $5.1 million period-to-period, partially offset by an increase in the average yield of 11 basis points, to 1.38% for the three months ended March 31, 2017.

Interest Expense. Total interest expense decreased $12,000, or 3.9%, to $296,000 for the three months ended March 31, 2017, from $308,000 for the three months ended March 31, 2016. Interest expense on deposit accounts decreased $27,000, or 12.0%, to $198,000 for the three months ended March 31, 2017, from $225,000 for the three months ended March 31, 2016. The decrease was primarily due to a decrease in the average cost of interest-bearing deposits of 24 basis points to 0.94% for the three months ended March 31, 2017 compared to the same quarter in 2016, partially offset by an increase of $8.0 million, or 10.4%, in the average balance of interest-bearing deposits to $84.6 million for the three months ended March 31, 2017.

Interest expense on FHLB advances increased $15,000, or 18.1%, to $98,000 for the three months ended March 31, 2017 from $83,000 for the three months ended March 31, 2016. The average balance of advances increased by $4.4 million, or 19.1%, to $27.1 million for the three months ended March 31, 2017 compared to the three months ended March 31, 2016, while the average cost of these advances decreased by one basis point to 1.45% from 1.46%. As noted above, management elected to increase outstanding advances as a source of low-cost funding.

Net Interest Income. Net interest income increased $146,000, or 21.1%, to $839,000 for the three months ended March 31, 2017, compared to $693,000 for the three months ended March 31, 2016. The increase reflected the increase in the interest rate spread to 2.59% for the three months ended March 31, 2017, compared to 2.25% for the three months ended March 31, 2016. Our net interest margin increased to 2.69% for the three months ended March 31, 2017 from 2.42% for the three months ended March 31, 2016.

MW Bancorp, Inc.

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

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies—Allowance for Loan Losses,” we did not record a provision for loan losses for either of the three months ended March 31, 2017 or 2016. The allowance for loan losses was $1.6 million, or 1.41% of total loans, at March 31, 2017, compared to $1.6 million, or 1.58% of total loans, including loans held for sale at June 30, 2016. The absence of a provision for loan losses in both the three months ended March 31, 2017 and 2016, was due primarily to the overall low balances of delinquent and nonperforming loans and net loan charge-offs in the 2017 period. Total nonperforming loans were $885,000 at March 31, 2017, compared to $988,000 at March 31, 2016. Classified loans totaled $1.2 million at March 31, 2017, compared to $1.7 million at March 31, 2016, and total loans past due greater than 30 days were $412,000 and $13,000 at those respective dates. Net recoveries totaled $2,000 for the three months ended March 31, 2017, compared to net recoveries of $13,000 for the three months ended March 31, 2016. As a percentage of nonperforming loans, the allowance for loan losses was 185.1% at March 31, 2017, compared to 165.3% at March 31, 2016.

The allowance for loan losses reflects the estimate we believe to be appropriate to cover probable incurred losses in the loan portfolio at March 31, 2017 and 2016. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

Non-Interest Income. Non-interest income decreased $64,000, or 36.6%, to $111,000 for the three months ended March 31, 2017 from $175,000 for the three months ended March 31, 2016. The decrease was primarily due to a $51,000, or 42.1%, decrease in gains on sales of loans and a $21,000 gain on sale of foreclosed assets in the 2016 quarter. The decrease in gains on sales of loans was due primarily to a $6.1 million, or 73.1%, decrease in sales volume period-to-period.

Non-Interest Expense. Non-interest expense increased $168,000, or 19.1%, to $1.0 million for the three months ended March 31, 2017 compared to $879,000 for the three months ended March 31, 2016. The increase was primarily attributable to an increase of $157,000, or 30.4%, in salaries, employee benefits and directors fees expense, a $13,000, or 20.0%, increase in occupancy and equipment, a $22,000, or 60.4% increase in data processing, and a $22,000 increase in advertising, which were partially offset by a $22,000 or 22.4%, decrease in professional services. The increase in salaries and benefits expense was due primarily to management bonus and incentive payments during the quarter, primarily in recognition of the Company’s performance that led to the reversal of the valuation allowance on the deferred tax asset. In addition, compensation expense increased due to incremental expense associated with the stock-based compensation. The Company’s staffing complement remained unchanged at 18 full-time equivalent positions period-to-period. The increase in occupancy and equipment was due primarily to expense associated with the new branch office location, which opened in September 2015. The increase in data processing was due primarily to cost increases implemented by the data processing provider, and the overall growth in loans and deposits and new product offerings period-to-period. The decrease in professional services was due to costs incurred in connection with the 2016 special shareholders meeting as well as management’s efforts to control such costs.

MW Bancorp, Inc.

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

Federal Income Tax Benefits. Federal income tax benefits totaled $1.3 million for the three-month period ended March 31, 2017, an increase of $664,000, or 97.6%, compared to the three-month period ended March 31, 2016. The tax benefit recorded in the 2017 quarter was due primarily to the reversal of the remaining impairment valuation allowance on the Company’s deferred tax asset. Management evaluated the deferred tax asset based upon current and projected operating results and determined that the valuation allowance was no longer appropriate at March 31, 2017. The Company’s deferred tax asset totaled $2.1 million at March 31, 2017. Should the corporate income tax rate be reduced through legislation enacted by the U.S. Government from the current 34% level, the Company would be required to adjust the carrying value of the deferred tax asset using the new tax rate, which would result in a charge to earnings in the period such legislation is enacted.

Comparison of Operating Results for the Nine-Month Periods Ended March 31, 2017 and 2016

General. Net income for the nine months ended March 31, 2017 was $1.4 million, compared to $739,000 for the nine months ended March 31, 2016, an increase of $705,000, or 95.4%. The increase in net income was primarily due to a $631,000 increase in federal income tax benefits related to the release of the valuation allowance on the Company’s deferred tax assets. Additionally, net interest income increased by $380,000, the provision for loan losses decreased by $13,000 and noninterest income increased by $99,000. These increases were partially offset by a $418,000 increase in noninterest expenses.

MW Bancorp, Inc.

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

	Nine Months Ended March 31,
	2017								2016
	Average Outstanding Balance			Interest		Yield/ Rate			Average Outstanding Balance			Interest		Yield/ Rate
Interest-earning assets:		(Dollars in thousands)
Loans	$	108,620		$	3,161		3.88	%	$	96,470		$	2,778		3.84	%
Investment securities		4,155			50		1.60	%		5,367			76		1.89	%
Other interest-earning assets(1)		7,177			85		1.57	%		10,011			104		1.39	%
Total interest-earning assets		119,952			3,296		3.66	%		111,848			2,958		3.53	%
Non-interest-earning assets		7,194								5,107
Allowance for loan losses		(1,636	)							(1,615	)
Total assets	$	125,510							$	115,340

Interest-bearing liabilities:
Interest-bearing demand	$	26,691			191		0.95	%	$	20,288			142		0.93	%
Money market accounts		2,718			12		0.59	%		2,761			11		0.53	%
Savings accounts		14,285			55		0.51	%		8,899			22		0.33	%
Certificates of deposit		35,688			330		1.23	%		43,152			480		1.48	%
Total deposits		79,382			588		0.99	%		75,100			655		1.16	%
FHLB advances		26,404			274		1.38	%		22,831			249		1.45	%
Total interest-bearing liabilities		105,786			862		1.09	%		97,931			904		1.23	%
Non-interest-bearing liabilities		3,545								913
Total liabilities		109,331								98,844
Equity		16,179								16,496
Total liabilities and equity	$	125,510							$	115,340

Net interest income				$	2,434							$	2,054
Net interest rate spread (2)							2.57	%							2.30	%
Net interest-earning assets (3)	$	14,166							$	13,917
Net interest margin (4)							2.71	%							2.45	%
Average interest-earning assets to interest-bearing liabilities		113.39	%							114.21	%

(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 $338,000, or 11.4%, to $3.3 million for the nine months ended March 31, 2017 from $3.0 million for the nine months ended March 31, 2016. This increase was primarily attributable to a $383,000, or 13.8%, increase in interest on loans receivable, which was partially offset by a $26,000, or 34.2%, decrease in interest on investment securities and a $19,000, or 18.3%, decrease in interest on other interest-earning assets. The average balance of loans during the nine months ended March 31, 2017 increased by $12.2 million, or 12.6%, from the average balance for the nine months ended March 31, 2016. The average yield on loans increased by four basis points to 3.88% for the nine months ended March 31, 2017 from 3.84% for the nine months ended March 31, 2016. The increase in average yield on loans was due to an overall increase in interest rates in the economy.

The average balance of investment securities decreased $1.2 million to $4.2 million for the nine months ended March 31, 2017 from $5.4 million for the nine months ended March 31, 2016, while the average yield on investment securities decreased by 29 basis points to 1.60% for the nine months ended March 31, 2017 from 1.89% for the nine months ended March 31, 2016.

Interest income on other interest-earning assets, including certificates of deposit in other financial institutions, decreased $19,000, or 18.3%, for the nine months ended March 31, 2017, due to a decrease in the average balance of $2.8 million period-to-period, offset by an increase in the average yield of 18 basis points to 1.57% for the nine months ended March 31, 2017. Interest income on other interest-earning assets included recognition of $21,000 and $39,000 for the nine months ended March 31, 2017 and 2016, respectively, of a $120,000 Bank Enterprise Award the Company received during fiscal 2015 from the Community Development Financial Institutions Fund based on certificates of deposit placed with qualifying financial institutions participating in the program. The award was accreted into interest income over the remaining term of the certificates of deposit, which expired during the nine months ended March 31, 2017.

Interest Expense. Total interest expense decreased $42,000, or 4.6%, to $862,000 for the nine months ended March 31, 2017, from $904,000 for the nine months ended March 31, 2016. Interest expense on deposits decreased $67,000, or 10.2%, to $588,000 for the nine months ended March 31, 2017, from $655,000 for the nine months ended March 31, 2016. The decrease was primarily due to a decrease in the average cost of interest-bearing deposits of 17 basis points to 0.99% for the nine months ended March 31, 2017 compared to 1.16% during the same period in 2016, which was partially offset by an increase of $4.3 million, or 5.7%, in the average balance of interest-bearing deposits to $79.4 million for the nine months ended March 31, 2017.

Interest expense on FHLB advances increased $25,000, or 10.0%, to $274,000 for the nine months ended March 31, 2017 from $249,000 for the nine months ended March 31, 2016. The average balance of advances increased by $3.6 million, or 15.6%, to $26.4 million for the nine months ended March 31, 2017 compared to the nine months ended March 31, 2016, while the average cost of these advances decreased by seven basis points to 1.38% for the nine months ended March 31, 2017 compared to 1.45% for the same period in 2016. 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 $380,000, or 18.5%, to $2.4 million for the nine months ended March 31, 2017, compared to the nine months ended March 31, 2016. The increase reflected the increase in the interest rate spread to 2.57% for the nine months ended March 31, 2017, compared to 2.30% for the nine months ended March 31, 2016. Our net interest margin increased to 2.71% for the nine months ended March 31, 2017 from 2.45% for the nine months ended March 31, 2016.

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 nine month periods ended March 31, 2017, a decrease of $13,000 from the nine month period ended March 31, 2016. The allowance for loan losses was $1.6 million, or 1.41% of total loans, at March 31, 2017, compared to $1.6 million, or 1.58% of total loans, including loans held for sale at June 30, 2016. The absence of a provision for loan losses in the nine months ended March 31, 2017 and 2016, was due primarily to the overall low balances of delinquent and nonperforming loans and net loan charge-offs in these periods. Total nonperforming loans were $885,000 at March 31, 2017, compared to $988,000 at March 31, 2016. Classified loans totaled $1.2 million at March 31, 2017, compared to $1.7 million at March 31, 2016, and total loans past due greater than 30 days were $412,000 and $13,000 at those respective dates. Net recoveries totaled $3,000 for the nine months ended March 31, 2017, compared to net recoveries of $18,000 for the nine months ended March 31, 2016. As a percentage of nonperforming loans, the allowance for loan losses was 185.1% at March 31, 2017, compared to 165.3% at March 31, 2016.

Non-Interest Income. Non-interest income increased $99,000, or 33.3%, to $396,000 for the nine months ended March 31, 2017 from $297,000 for the nine months ended March 31, 2016. The increase was primarily due to a $124,000 increase in gain on sale of loans, due primarily to an increase in sales volume period-to-period.

Non-Interest Expense. Non-interest expense increased $418,000, or 18.3%, to $2.7 million for the nine months ended March 31, 2017, compared to $2.3 million for the nine months ended March 31, 2016. The increase was primarily attributable to an increase of $306,000, or 23.5%, in salaries, employee benefits and director’s fees expense, a $57,000, or 37.0%, increase in occupancy and equipment, and a $75,000, or 73.5%, increase in data processing, which were partially offset by a $56,000, or 19.2%, decrease in professional services. The increase in salaries and benefits expense was attributable to an increase in management bonus payments, primarily in recognition of the Company’s performance that led to the reversal of the valuation allowance on the deferred tax asset. In addition, the increase was affected by incremental expense associated with the stock-based compensation. The increase in occupancy and equipment was due primarily to expense associated with the new branch office location, which opened in September 2015. The increase in data processing was due primarily to cost increases implemented by the data processing provider, and the overall growth in loans and deposits and new product offerings period-to-period. The decrease in professional services was due to costs incurred in connection with the 2016 special shareholders meeting as well as management’s efforts to control such costs.

MW Bancorp, Inc.

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

Federal Income Tax Benefits. Federal income tax benefits totaled $1.3 million for the nine-month period ended March 31, 2017, an increase of $631,000, or 92.8%, compared to the nine-month period ended March 31, 2016. The tax benefit recorded in the 2017 period was due primarily to the reversal of the remaining impairment valuation allowance on the Company’s deferred tax asset. Management evaluated the deferred tax asset based upon current and projected operating results and determined that the valuation allowance was no longer appropriate at March 31, 2017. The Company’s deferred tax asset totaled $2.1 million at March 31, 2017. Should the corporate income tax rate be reduced through legislation enacted by the U.S. Government from the current 34% level, the Company would be required to adjust the carrying value of the deferred tax asset using the new tax rate, which would result in a charge to earnings in the period such legislation is enacted.

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 March 31, 2017, in addition to our currently outstanding borrowings, we had the capacity to borrow approximately $22.1 million from the FHLB and have an additional $10.0 million on a line of credit with the FHLB. At March 31, 2017, we had $28.8 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 $2.3 million and $43,000 for the nine months ended March 31, 2017 and 2016, 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 and proceeds from maturing securities and pay-downs on mortgage-backed securities, was $13.7 million and $6.8 million for the nine months ended March 31, 2017 and 2016, respectively. Net cash provided by financing activities, consisting primarily of the activity in deposit accounts and FHLB advances, was $15.4 million and $11.4 million for the nine months ended March 31, 2017 and 2016, respectively. These funding increases also reflected our strategy of borrowing at lower interest rates to fund loan originations.

MW Bancorp, Inc.

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

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

At March 31, 2017, 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 more 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 March 31, 2017, we had outstanding commitments to originate loans of $18.9 million, including undisbursed funds on construction loans and funds available on undrawn lines of credit. In addition, we had commitments under letters of credit totaling $1.4 million. 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 March 31, 2017 totaled $22.8 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 Company’s management, including our Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) 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 Company’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 Company’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 March 31, 2017, we were not involved in any legal proceedings where the outcome of which would be material to our financial condition or results of operations.

ITEM 1A.

Risk Factors

If federal corporate income tax rates are reduced, our ability to realize our deferred tax asset may be adversely impacted, and we may be required to take a charge against earnings in future periods to account for such a reduction in rates, which would adversely affect our earnings in the future.

At March 31, 2017, the Company’s deferred tax asset totaled $2.1 million. Our ability to realize the asset could be negatively impacted by a reduction in the federal corporate income tax rate. A reduction in such tax rate could prevent us from realizing all or a portion of our deferred tax asset in the future, and could result in a charge to income tax expense in the period in which that determination is made, which would adversely impact our financial condition and results of operations.

Other than the risk factor mentioned above, there have been no material changes from the risks contained in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the 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:	May 15, 2017	By:	/s/Gregory P. Niesen
			Gregory P. Niesen
			President and Chief Executive Officer

Date:	May 15, 2017	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 - May 15, 2017

Attached files

MW Bancorp, Inc. Reports