0001144204-16-080890.txt : 20160211 0001144204-16-080890.hdr.sgml : 20160211 20160211162527 ACCESSION NUMBER: 0001144204-16-080890 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150930 FILED AS OF DATE: 20160211 DATE AS OF CHANGE: 20160211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MW Bancorp, Inc. CENTRAL INDEX KEY: 0001600065 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-55356 FILM NUMBER: 161411873 BUSINESS ADDRESS: STREET 1: 2110 BEECHMONT AVENUE CITY: CINCINNATI STATE: OH ZIP: 45230 BUSINESS PHONE: (513) 231-7871 MAIL ADDRESS: STREET 1: 2110 BEECHMONT AVENUE CITY: CINCINNATI STATE: OH ZIP: 45230 10-Q/A 1 v431238_10qa.htm 10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

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

For the quarterly period ended September 30, 2015

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

For the transition period from ___________ to ______________

Commission File Number: 000-55356

MW BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland			47-2259704
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
2110 Beechmont Avenue Cincinnati, Ohio			45230
(Address of principal executive offices)			(Zip Code)

(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). Yes x No ¨

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

Large accelerated filer ¨	Accelerated filer ¨

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

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

Yes ¨ No x

As of November 13, 2015, the latest practicable date, 876,163 shares of the registrant’s common stock, $0.01 par value, were issued and outstanding.

Explanatory Note

MW Bancorp, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015, originally filed with the Securities and Exchange Commission on November 13, 2015 (the “Original Form 10-Q”). This Amendment No. 1 is being filed solely to include revised certifications of the Company’s chief executive officer and chief financial officer in Exhibits 31.1 and 31.2, which replace the previously filed versions of those exhibits, to add language regarding internal control over financial reporting that was inadvertently omitted from Exhibits 31.1 and 31.2 to the Original Form 10-Q. Each certification, as corrected by this Amendment No. 1, was true and correct as of the date of the Original Form 10-Q.

Except as described above, no other changes have been made to the Original Form 10-Q. The Original Form 10-Q, as amended by this Amendment No. 1, continues to speak as of the date of the Original Form 10-Q, and the Company has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-Q and the Company’s filings made with the Securities and Exchange Commission subsequent to the filing of the Original Form 10-Q. The filing of this Amendment No. 1 is not an admission that the Original Form 10-Q, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

ITEM 6.

Exhibits

Exhibit
Number		Description

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

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.
	(Registrant)

Date:	February 11, 2016	By:	/s/Gregory P. Niesen
			Gregory P. Niesen
			President and Chief Executive Officer

Date:	February 11, 2016	By:	/s/Julie M. Bertsch
			Julie M. Bertsch
			Executive Vice President and Chief Financial Officer

EX-31.1 2 v431238_ex31-1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATION

I, Gregory P. Niesen, the President and Chief Executive Officer of MW Bancorp, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of MW Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 11, 2016	/s/Gregory P. Niesen
		Gregory P. Niesen
		President and Chief Executive Officer

EX-31.2 3 v431238_ex31-2.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATION

I, Julie M. Bertsch, the Executive Vice President and Chief Financial Officer of MW Bancorp, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of MW Bancorp, Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:

February 11, 2016

/s/Julie M. Bertsch

Julie M. Bertsch

Executive Vice President and Chief Financial Officer