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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q 

[X]	Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended September 30, 2016

OR

[  ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _______________ to ______________________

Commission File No. 001-35034

Wolverine Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland	27-3939016
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)
5710 Eastman Avenue, Midland, Michigan	48640
(Address of Principal Executive Offices)	Zip Code

  (989) 631-4280  

(Registrant’s telephone number)

	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 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 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. (Check one)

	Large accelerated filer	☐	Accelerated filer	☐
	Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES         NO   X  

The number of shares outstanding of the Registrant’s common stock, $0.01 per share, as of October 31, 2016, was 2,098,807.

Wolverine Bancorp, Inc.
Form 10-Q

Index 

		Page
Part I. Financial Information
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015	1
	Condensed Consolidated Statements of Income and Comprehensive Income for the three months and nine months ended September 30, 2016 and 2015 (unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)	3
	Condensed Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended September 30, 2016 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	41
Item 4.	Controls and Procedures	41
Part II. Other Information
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
	Signature Page	43

Wolverine Bancorp, Inc.

Condensed Consolidated Balance Sheets

(Amounts in Thousands, except per share data)

	September 30, 2016			December 31, 2015
	(unaudited)
Assets
Cash and due from banks	$	343		$	334
Interest-earning demand deposits		42,527			52,531
Cash and cash equivalents		42,870			52,865
Interest-earning time deposits		996			39,021
Investment securities held to maturity		499			500
Loans held for sale		224			581
Loans, net of allowance for loan losses of $9,320 and $10,061		315,622			314,613
Premises and equipment, net		1,167			1,285
Federal Home Loan Bank stock		2,700			2,700
Other real estate owned		89			130
Accrued interest receivable		853			967
Other assets		4,124			5,151
Total assets	$	369,144		$	417,813
Liabilities and Stockholders’ Equity
Liabilities
Deposits	$	255,621		$	281,701
Federal Home Loan Bank advances		47,000			47,000
Federal funds purchased		-			24,000
Interest payable and other liabilities		3,029			4,632
Total liabilities		305,650			357,333
Commitments and Contingencies
Stockholders’ Equity
Common Stock, $0.01 par value per share:
Authorized – 100,000,000 shares
Issued and outstanding – 2,118,707 and 2,158,034 at September 30, 2016 and December 31, 2015		21			22
Unearned employee stock ownership plan (ESOP)		(1,333	)		(1,410	)
Additional paid-in capital		15,805			16,401
Retained earnings		49,001			45,467
Total stockholders’ equity		63,494			60,480
Total liabilities and stockholders’ equity	$	369,144		$	417,813

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Wolverine Bancorp, Inc.

Condensed Consolidated Statements of Income and Comprehensive Income

(Amounts in Thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(Unaudited)						(Unaudited)
Interest and Dividend Income
Loans	$	4,445		$	4,055		$	12,446		$	11,340
Investment securities and other		75			51			304			176
Total interest and dividend income		4,520			4,106			12,750			11,516
Interest Expense
Deposits		509			369			1,525			1,044
Borrowings		462			484			1,386			1,538
Total interest expense		971			853			2,911			2,582
Net Interest Income		3,549			3,253			9,839			8,934
Provision (Credit) for Loan Losses		(560	)		150			(760	)		650
Net Interest Income After Provision for Loan Losses		4,109			3,103			10,599			8,284
Noninterest Income
Service charges and fees		57			85			196			227
Net gain on loan sales		151			197			359			509
Net gain (loss) on sale of real estate owned		(16	)		(97	)		21			(134	)
Other		49			86			226			283
Total noninterest income		241			271			802			885
Noninterest Expense
Salaries and employee benefits		1,387			1,108			3,642			3,184
Net occupancy and equipment expense		217			200			620			624
Information technology expense		64			60			185			175
Federal deposit insurance corporation premiums		57			58			166			162
Professional and services fees		167			104			390			293
Other real estate owned expense		3			12			36			42
Loan legal expense (recovery)		(70	)		95			-			208
Advertising expense		32			34			86			101
Michigan business tax		60			47			150			140
Other		252			271			684			724
Total noninterest expense		2,169			1,989			5,959			5,653
Income Before Income Tax		2,181			1,385			5,442			3,516
Provision for Income Taxes		798			470			1,908			1,131
Net Income and Comprehensive Income	$	1,383		$	915		$	3,534		$	2,385
Earnings Per Share:
Basic	$	0.70		$	0.45		$	1.77		$	1.17
Diluted	$	0.69		$	0.44		$	1.74		$	1.15

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Wolverine Bancorp, Inc.

Condensed Consolidated Statement of Cash Flows

(Amounts in Thousands, except share data)

(Unaudited)

	Nine months ended
	September 30,
	2016			2015
	(Unaudited)
Operating Activities
Net income	$	3,534		$	2,385
Items not requiring (providing) cash
Depreciation		169			173
Provision (credit) for loan losses		(760	)		650
Loss (gain) on other real estate owned		(21	)		134
Loans originated for sale		(13,033	)		(16,572	)
Proceeds from loans sold		13,750			16,142
Net gain on sale of loans		(359	)		(509	)
Share based compensation		256			238
Earned ESOP shares		200			195
Changes in
Interest receivable and other assets		1,107			80
Interest payable and other liabilities		555			1,375
Net cash provided by operating activities		5,398			4,291
Investing Activities
Net change in interest-bearing time deposits		38,025			(13,223	)
Purchase of held to maturity securities		(499	)		(500	)
Proceeds from calls, maturities and pay-downs of held to maturity securities		500			-
Net change in loans		(441	)		(11,168	)
Proceeds from sale of real estate owned		287			87
Purchase of FHLB stock		-			(200	)
Purchase of premises and equipment		(51	)		(104	)
Net cash provided by investing activities		37,821			(25,108	)
Financing Activities
Net change in demand deposits, money market, checking and savings accounts		(20,108	)		8,224
Net change in certificates of deposit		(5,972	)		(703	)
Repayment of Federal Home Loan Bank advances		-			(13,000	)
Proceeds from Federal Home Loan Bank advances		-			10,000
Net change in Fed funds purchased		(24,000	)		-
Proceeds from stock options exercised		26			-
Purchase of common stock		(1,002	)		(1,828	)
Dividends paid		(2,158	)		-
Net cash provided by (used in) financing activities		(53,214	)		2,693
Change in Cash and Cash Equivalents		(9,995	)		(18,124	)
Cash and Cash Equivalents, Beginning of Period		52,865			29,686
Cash and Cash Equivalents, End of Period	$	42,870		$	11,562
Supplemental Disclosures of Cash Flows Information
Interest paid	$	2,819		$	2,542
Income taxes paid		1,125			895
Loans transferred to real estate owned		192			176

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Wolverine Bancorp, Inc.

Condensed Consolidated Statement of Change in Stockholders’ Equity

(Amounts in Thousands, except share data)

(Unaudited)

	Common Stock			Additional Paid- in Capital			Unearned ESOP Shares			Retained Earnings		Total Stockholders' Equity
Balances at January 1, 2016	$	22		$	16,401		$	(1,410	)	$	45,467	$	60,480
Net income		-			-			-			3,534		3,534
Purchase of 38,103 shares of common stock		(1	)		(1,001	)		-			-		(1,002	)
Exercised options		-			26			-			-		26
Share based compensation expense		-			256			-			-		256
ESOP shares earned		-			123			77			-		200
Balances at September 30, 2016	$	21		$	15,805		$	(1,333	)	$	49,001	$	63,494

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Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Note 1: Basis of Presentation

The unaudited condensed consolidated financial statements of Wolverine Bancorp, Inc. (the “Company”), the holding company of Wolverine Bank (the "Bank"), have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) believed necessary for a fair presentation have been included. The condensed consolidated balance sheet of the Company as of December 31, 2015 has been derived from the audited consolidated balance sheet of the Company as of that date. Operating results for the three and nine month periods ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto filed as part of our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 30, 2016.

Note 2: Accounting Developments

FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.

ASU 2016-01 affects public and private companies, not-for-profit organizations and employee benefit plans that hold financial assets or owe financial liabilities. It makes targeted improvements to current guidance on financial instruments, including:

● Most equity investments will be measured at fair value through net income (equity method of accounting is retained). A practical expedient is available for equity investments that don’t have readily determinable fair values.

● Impairment testing for equity investments without readily determinable fair value will be simplified, similar to the qualitative assessment for long-lived assets, goodwill and indefinite-lived intangible assets.

● Valuation allowances on deferred tax assets (DTAs) related to available-for-sale debt securities will be assessed in combination with other DTAs.

● Disclosure of the method(s) and significant assumptions used in fair value estimates for financial instruments measured at amortized cost will be eliminated for public business entities.

● Exit price, rather than entry price, for certain fair value disclosures by public business entities will be required.

● Separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, i.e., securities or loans and receivables, on the balance sheet or in financial statement notes will be required.

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Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

This standard will be effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods. All other entities would have an additional year to adopt for annual financial statements and two years for interim financial statements. Nonpublic business entities can early adopt as of December 15, 2017, including interim periods. Adoption of the ASU is not expected to have a significant effect on the Company's consolidated financial statements.

FASB ASU No. 2016-02 – Leases (Topic 842)

Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date:

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

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

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

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

This standard will be effective for pubic business entities for fiscal year beginning after December 15, 2018 including interim periods within those fiscal years. Nonpublic business entities should apply the amendments for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted for all public business entities and all nonpublic 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.

Adoption of the ASU is not expected to have a significant effect on the Company’s consolidated financial statements.

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Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

FASB ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments

Topic 815, Derivatives and Hedging, requires that embedded derivatives be separated from the host contract and accounted for separately as derivatives if certain criteria are met. One of those criteria is that the economic characteristics and risks of the embedded derivatives are not clearly and closely related to the economic characteristics and risks of the host contract (the “clearly and closely related” criterion).

U.S. GAAP provides specific guidance for assessing whether call (put) options that can accelerate the repayment of principal on a debt instrument meet the clearly and closely related criterion. The guidance states that for contingent call (put) options to be considered clearly and closely related, they can be indexed only to interest rates or credit risk.

The amendments clarify what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks.

This standard will be effective for pubic business entities for fiscal year beginning after December 15, 2016 including interim periods within those fiscal years. Nonpublic business entities should apply the amendments for fiscal years beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018. Early application is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. Adoption of the ASU is not expected to have a significant effect on the Company’s consolidated financial statements.

FASB ASU No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323)

The amendments eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held.

The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required.

The amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method.

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Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted. Adoption of the ASU is not expected to have a significant effect on the Company’s consolidated financial statements.

FASB ASU No. 2016-08, 2016-10, 2016-12, Revenue from Contracts with Customers (Topic 606)

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In March 2016, the FASB issued ASU 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” which clarifies the guidance in determining revenue recognition as principal versus agent. In April 2016, the FASB issued ASU 2016-10, “Identifying Performance Obligations and Licensing,” which provides guidance in accounting for immaterial performance obligations and shipping and handling. In May 2016, the FASB issued ASU 2016-12, “Narrow-Scope Improvements and Practical Expedients,” which provides clarification on assessing the collectability criterion, presentation of sales taxes, measurement date for noncash consideration and completed contracts at transition. This ASU also provides a practical expedient for contract modifications.

For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods with that reporting period, as deferred by ASU 2015-14. Early application is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within the reporting period. All other entities should apply the guidance to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Early application is permitted for all other entities as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in Update 2014-09. The Company will be evaluating the impact of adopting this ASU.

FASB ASU No. 2016-09, Compensation—Stock Compensation (Topic 718)

In March 2016, as part of its Simplification Initiative, the FASB issued ASU No. 2016-09, Compensation–Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09), which finalizes Proposed ASU No. 2015-270 of the same name, and seeks to reduce complexity in accounting standards. The areas for simplification in ASU No. 2016-09, involve several aspects of the accounting for share-based payment transactions, including (1) accounting for income taxes, (2) classification of excess tax benefits on the statement of cash flow, (3) forfeitures, (4) minimum statutory tax withholding requirements, (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax withholding purposes, (6) the practical expedient for estimating the expected term, and (7) intrinsic value. For public business entities, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period.

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Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company will be evaluating the impact of adopting this ASU.

FASB ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

This ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations.

The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.

Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances.

The ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements.

In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.

For public business entities that are U.S. Securities and Exchange Commission (SEC) filers, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company will be evaluating the impact of adopting this ASU.

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Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

FASB ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)

The amendments in this Update provide guidance on eight cash flow issues where current Generally Accepted Accounting Principles is either unclear or does not include specific guidance. The eight cash flow issues are as follows:

1. Debt prepayment or debt extinguishment costs

2. Settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing

3. Contingent consideration payments made after a business combination

4. Proceeds from the settlement of insurance claims

5. Proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies

6. Distribution received from equity method investees

7. Beneficial interest in securitization transactions

8. Separately identifiable cash flows and application of the predominance principle

The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company will be evaluating the impact of adopting this ASU.

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Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Note 3: Securities

The amortized cost and approximate fair values of securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held to Maturity Securities:
September 30, 2016
Treasury bond	$	499	$	1	$	--	$	500

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Held to Maturity Securities:
December 31, 2015
Treasury bond	$	500	$	--	$	--	$	500

The amortized cost and fair value of securities at September 30, 2016, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

	September 30, 2016
	Amortized Cost		Fair Value
Within one year	$	499	$	500
One to five years		—		—
Five to ten years		—		—
After ten years		—		—
Totals	$	499	$	500

There were no sales of securities during the three or nine months ended September 30, 2016 and 2015.

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Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Note 4: Loans and Allowance for Loan Losses

Categories of loans include:

	September 30, 2016		December 31, 2015
Real Estate
One-to four-family	$	37,135	$	39,719
Home equity		4,316		5,459
Commercial mortgage loans
Commercial real estate		186,228		183,934
Multifamily		55,122		58,804
Land		11,907		12,543
Construction		12,893		14,785
Commercial non-mortgage		20,431		14,826
Consumer		1,061		1,221
Total loans		329,093		331,291
Less
Net deferred loan costs, premiums and discounts		547		567
Undisbursed portion of loan		3,604		6,050
Allowance for loan losses		9,320		10,061
Net Loans	$	315,622	$	314,613

The risk characteristics of each loan portfolio segment are as follows:

1-4 family, home equity, and consumer

With respect to residential loans that are secured by one-to four-family residences and are primarily owner-occupied, we generally establish a maximum loan-to-value ratio and require PMI if that ratio is exceeded. Home equity loans are typically secured by a subordinate interest in one-to four-family residences, and consumer loans are typically secured by consumer assets such as automobiles or recreational vehicles. Some consumer loans are unsecured such as small installment loans. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment can also be impacted by changes in property values on residential properties.

Home equity loans secured by second mortgages have greater risk than one- to four-family residential mortgage loans secured by first mortgages. We face the risk that the collateral will be insufficient to compensate us for loan losses and costs of foreclosure. When customers default on their loans, we attempt to foreclose on the property and resell the property as soon as possible to minimize foreclosure and carrying costs. However, the value of the collateral may not be sufficient to compensate us for the amount of the unpaid loan and we may be unsuccessful in recovering the remaining balance from those customers.

12

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Amounts in Thousands)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Particularly with respect to our home equity loans, decreases in real estate values could adversely affect the value of property used as collateral for our loans.

Consumer and other loans generally have greater risk compared to longer-term loans secured by improved, owner-occupied real estate, particularly consumer loans that are secured by rapidly depreciable assets, such as automobiles. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. As a result, consumer loan collections are dependent on the borrower’s continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.

Commercial real estate and multifamily

Commercial real estate and multifamily loans generally have greater credit risk than the owner-occupied one- to four-family residential mortgage loans that we originate for retention in our loan portfolio. Repayment of these loans generally depends, in large part, on sufficient income from the property securing the loan or the borrower’s business to cover operating expenses and debt service. These types of loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Changes in economic conditions that are beyond the control of the borrower may affect the value of the security for the loan, the future cash flow of the affected property or business, or the marketability of a construction project with respect to loans originated for the acquisition and development of property. Additionally, due to declining property values in our primary market area and in Michigan, the loan to value ratios of many of our commercial real estate and multifamily loans have increased significantly from the loan to value ratios that were assigned to these loans at the time of origination.

Land

Land loans generally have greater credit risk than the owner-occupied one-to four-family residential mortgage loans that we originate for retention in our portfolio. Repayment of these loans generally depends, in large part, on the sale of the land. The sale of land can either take place when the land is undeveloped or developed. Generally, other cash flow sources of the borrower are utilized to make additional payments on land loans. Changes in economic conditions that are beyond the control of the borrower may affect the value of the security for the loan, the future cash flow of the affected property or business, or the marketability of a construction project with respect to loans originated for the acquisition and development of property. Additionally, due to declining property values in our primary market area and in Michigan, the loan to value ratios of many of our land loans have increased significantly from the loan to value ratios that were assigned to these loans at the time of origination.

Construction

Construction loans include those for one- to four-family residential properties and commercial properties, including multifamily loans and commercial “mixed-use” buildings and homes built by developers on speculation. With respect to construction loans for one- to four-family residential properties and which are primarily owner-occupied, we generally establish a maximum loan-to-value ratio and require PMI if that ratio is exceeded.  These are generally “interest-only” loans during the construction period which typically does not exceed nine months.

13

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Construction loans for commercial real estate are made in accordance with a schedule reflecting the cost of construction, and are generally limited to a 75% loan-to-completed appraised value ratio.  For all construction loans, we generally require that a commitment for permanent financing be in place prior to closing the construction loan

Repayment of one-to four-family residential property loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Repayment of commercial property loans and homes built by developers on speculation is normally expected from the property’s eventual rental income, income from the borrower’s operations, the personal resources of the guarantor, or the sale of the subject property. Generally, before making a commitment to fund a construction loan, we require an appraisal of the property by a state-certified or state-licensed appraiser. We generally review and inspect properties before disbursement of funds during the term of the construction loan.

Construction financing generally involves greater credit risk than long-term financing on improved, owner-occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Construction loans also expose us to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated.

Commercial non-mortgage

Commercial non-mortgage loans generally have a greater credit risk than residential mortgage loans. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial non-mortgage loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business.

As a result, the availability of funds for the repayment of commercial non-mortgage loans may be substantially dependent on the success of the business itself. Further, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business. In determining the appropriate level of allowance for loan loss, we analyze various components of our portfolio. The following components are analyzed: all substandard loans on an individual basis; all loans that are designated special mention or closely monitored; loans not classified according to purpose or collateral type; and overdrawn deposit account balances.

We also factor in historical loss experience and qualitative considerations, including trends in charge offs and recoveries; trends in delinquencies and impaired/classified loans; effects of credit concentrations; changes in underwriting standards and loan review system; experience in lending staff; current industry conditions; and current market conditions. 

14

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

n instances where risk and loss exposure is clearly identified with a particular asset, the asset or a portion of the asset will be charged off.

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of September 30, 2016, December 31, 2015 and September 30, 2015:

Loan Class	1-4 Family			Home Equity			Commercial Real Estate			Multifamily			Land			Construction			Commercial Non- Mortgage		Consumer			Total
Year to date analysis as of September 30, 2016
Allowance for loan losses:
Balance, beginning of period	$	948		$	108		$	4,913		$	1,515		$	1,605		$	604		$	344	$	24		$	10,061
Provision (credit) charged to expense		(206	)		(61	)		776			(451	)		(461	)		(391	)		49		(15	)		(760	)
Losses charged off		(67	)		-			(85	)		-			-			-			-		-			(152	)
Recoveries		49			-			38			-			81			-			-		3			171
Balance, end of period	$	724		$	47		$	5,642		$	1,064		$	1,225		$	213		$	393	$	12		$	9,320
Ending Balance: individually evaluated for impairment	$	-		$	-		$	360		$	-		$	550		$	-		$	-	$	-		$	910
Ending balance: collectively evaluated for impairment	$	724		$	47		$	5,282		$	1,064		$	675		$	213		$	393	$	12		$	8,410
Loans:
Ending Balance	$	37,135		$	4,316		$	186,228		$	55,122		$	11,907		$	12,893		$	20,431	$	1,061		$	329,093
Ending Balance: individually evaluated for impairment	$	1,363		$	-		$	8,661		$	6,740		$	1,176		$	-		$	-	$	-		$	17,940
Ending balance: collectively evaluated for impairment	$	35,772		$	4,316		$	177,567		$	48,382		$	10,731		$	12,893		$	20,431	$	1,061		$	311,153

Loan Class	1-4 Family			Home Equity			Commercial Real Estate			Multifamily			Land			Construction			Commercial Non- Mortgage		Consumer		Total
Quarter to date analysis as of September 30, 2016
Allowance for loan losses:
Balance, beginning of period	$	718		$	63		$	5,668		$	1,265		$	1,466		$	250		$	387	$	12	$	9,829
Provision (credit) charged to expense		(16	)		(16	)		(2	)		(201	)		(294	)		(37	)		6		-		(560	)
Losses charged off		-			-			(85	)		-			-			-			-		-		(85	)
Recoveries		22			-			61			-			53			-			-		-		136
Balance, end of period	$	724		$	47		$	5,642		$	1,064		$	1,225		$	213		$	393	$	12	$	9,320

15

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements 

Loan Class	1-4 Family			Home Equity		Commercial Real Estate		Multifamily		Land		Construction		Commercial Non- Mortgage		Consumer			Total
Year to date analysis as of December 31, 2015
Allowance for loan losses:
Balance, beginning of period	$	881		$	100	$	3,573	$	1,391	$	1,205	$	539	$	269	$	18		$	7,976
Provision charged to expense		79			8		72		124		374		65		75		3			800
Losses charged off		(45	)		-		-		-		-		-		-		(1	)		(46	)
Recoveries		33			-		1,268		-		26		-		-		4			1,331
Balance, end of period	$	948		$	108	$	4,913	$	1,515	$	1,605	$	604	$	344	$	24		$	10,061
Ending Balance: individually evaluated for impairment	$	-		$	-	$	200	$	100	$	850	$	-	$	-	$	-		$	1,150
Ending balance: collectively evaluated for impairment	$	948		$	108	$	4,713	$	1,415	$	755	$	604	$	344	$	24		$	8,911
Loans:
Ending Balance	$	39,719		$	5,459	$	183,934	$	58,804	$	12,543	$	14,785	$	14,826	$	1,221		$	331,291
Ending Balance: individually evaluated for impairment	$	1,504		$	-	$	12,280	$	7,877	$	1,883	$	-	$	295	$	-		$	23,839
Ending balance: collectively evaluated for impairment	$	38,215		$	5,459	$	171,654	$	50,927	$	10,660	$	14,785	$	14,531	$	1,221		$	307,452

Loan Class	1-4 Family			Home Equity		Commercial Real Estate			Multifamily		Land		Construction		Commercial Non- Mortgage		Consumer			Total
Year to date analysis as of September 30, 2015
Allowance for loan losses:
Balance, beginning of period	$	881		$	100	$	3,573		$	1,391	$	1,205	$	539	$	269	$	18		$	7,976
Provision charged to expense		220			24		(85	)		22		366		52		49		2			650
Losses charged off		(45	)		-		-			-		-		-		-		(1	)		(46	)
Recoveries		28			-		864			-		7		-		-		3			902
Balance, end of period	$	1,084		$	124	$	4,352		$	1,413	$	1,578	$	591	$	318	$	22		$	9,482
Ending Balance: individually evaluated for impairment	$	150		$	-	$	200		$	100	$	850	$	-	$	-	$	-		$	1,300
Ending balance: collectively evaluated for impairment	$	934		$	124	$	4,152		$	1,313	$	728	$	591	$	318	$	22		$	8,182
Loans:
Ending Balance	$	43,008		$	6,897	$	174,044		$	58,961	$	13,014	$	13,966	$	14,806	$	1,216		$	325,912
Ending Balance: individually evaluated for impairment	$	2,293		$	-	$	12,558		$	7,956	$	2,507	$	-	$	308	$	-		$	25,622
Ending balance: collectively evaluated for impairment	$	40,715		$	6,897	$	161,486		$	51,005	$	10,507	$	13,966	$	14,498	$	1,216		$	300,290

16

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Loan Class	1-4 Family		Home Equity		Commercial Real Estate			Multifamily			Land		Construction			Commercial Non- Mortgage		Consumer			Total
Quarter to date analysis as of September 30, 2015
Allowance for loan losses:
Balance, beginning of period	$	1,000	$	112	$	4,291		$	1,522		$	1,289	$	622		$	317	$	23		$	9,176
Provision charged to expense		78		12		(87	)		(109	)		288		(31	)		1		(2	)		150
Losses charged off		-		-		-			-			-		-			-		-			-
Recoveries		6		-		148			-			1		-			-		1			156
Balance, end of period	$	1,084	$	124	$	4,352		$	1,413		$	1,578	$	591		$	318	$	22		$	9,482

Consistent with regulatory guidance, charge offs on all loan segments are taken when specific loans, or portions thereof, are considered uncollectible. Our policy is to promptly charge these loans off in the period the uncollectible loss is reasonably determined.

For all loan portfolio segments except one-to-four family residential loans and consumer loans, we promptly charge off loans, or portions thereof, when available information confirms that specific loans are uncollectible based on information that includes, but is not limited to, (1) the deteriorating financial condition of the borrower, (2) declining collateral values, and/or (3) legal action, including bankruptcy, that impairs the borrower’s ability to adequately meet its obligations. For impaired loans that are considered to be solely collateral dependent, a partial charge off is recorded when a loss has been confirmed by an updated appraisal or other appropriate valuation of the collateral.

We charge off one-to-four family residential and consumer loans, or portions thereof, when we reasonably determine the amount of the loss. We adhere to timeframes established by applicable regulatory guidance which provides for the charge off of one-to-four family first and junior lien mortgages to the net realizable value less costs to sell when the loan is 180 days past due, charge off of unsecured open-end loans when the loan is 180 days past due, and charge down to the net realizable value when other secured loans are 120 days past due. Loans at these respective delinquency thresholds for which we can clearly document that the loan is both well-secured and in the process of collection, such that collection will occur regardless of delinquency status, need not be charged off.

17

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The following table presents the credit risk profile of our loan portfolio based on rating category and payment activity as of September 30, 2016 and December 31, 2015:

	1-4 Family				Home Equity				Commercial Real Estate				Multifamily
	2016		2015		2016		2015		2016		2015		2016		2015
Pass	$	34,515	$	36,941	$	4,316	$	5,459	$	157,265	$	150,122	$	43,590	$	46,230
Pass (Closely Monitored)		1,179		1,437		-		-		19,468		21,156		8,157		8,142
Special Mention		296		225		-		-		2,199		751		-		-
Substandard		1,145		1,116		-		-		7,296		11,905		3,375		4,432
Doubtful		-		-		-		-		-		-		-		-
Loss		-		-		-		-		-		-		-		-
	$	37,135	$	39,719	$	4,316	$	5,459	$	186,228	$	183,934	$	55,122	$	58,804

	Land		Construction		Commercial Non- Mortgage		Consumer		Total
	2016	2015	2016	2015	2016	2015	2016	2015	2016	2015
Pass	$ 9,759	$ 9,462	$ 12,893	$ 14,785	$ 17,017	$ 9,626	$ 1,061	$ 1,221	$280,416	$273,846
Pass (Closely Monitored)	972	1,239	-	-	211	4,904	-	-	29,987	36,878
Special Mention	-	-	-	-	3,203	-	-	-	5,698	976
Substandard	1,176	1,842	-	-	-	296	-	-	12,992	19,591
Doubtful	-	-	-	-	-	-	-	-	-	-
Loss	-	-	-	-	-	-	-	-	-	-
	$ 11,907	$ 12,543	$ 12,893	$ 14,785	$ 20,431	$ 14,826	$ 1,061	$ 1,221	$329,093	$331,291

We categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation and current economic trends, among other factors. We analyze loans individually by classifying the loans as to credit risk. This analysis is performed during the loan approval process and is updated as circumstances warrant.

The Pass asset quality rating encompasses assets that have performed as expected. These assets generally do not have delinquency or servicing issues. Loans assigned this rating include loans to borrowers possessing solid credit quality with acceptable risk.  Borrowers in these grades are differentiated from higher grades on the basis of size (capital and/or revenue), leverage, asset quality, stability of the industry or specific market area and quality/coverage of collateral.  These borrowers generally have a history of consistent earnings and reasonable leverage.

18

Table Of Contents

 Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The Closely Monitored asset quality rating encompasses assets that have been brought to the attention of management and may, if not corrected, warrant a more serious quality rating by management. These assets are usually in the first phase of a deficiency situation and may possess similar criteria as Special Mention assets. This grade includes loans to borrowers which require special monitoring because of deteriorating financial results, declining credit ratings, decreasing cash flow, increasing leverage, marginal collateral coverage or industry stress that has resulted or may result in a changing overall risk profile.

The Special Mention asset quality rating encompasses assets that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. This grade is intended to include loans to borrowers whose credit quality has clearly deteriorated and where risk of further decline is possible unless active measures are taken to correct the situation.  Weaknesses are considered potential at this state and are not yet fully defined.

The Substandard asset quality rating encompasses assets that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any; assets having a well-defined weakness(es) based upon objective evidence; assets characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected; or the possibility that liquidation will not be timely. Loans categorized in this grade possess a well-defined credit weakness and the likelihood of repayment from the primary source is uncertain.  Significant financial deterioration has occurred and very close attention is warranted to ensure the full repayment without loss.  Collateral coverage may be marginal and the accrual of interest has been suspended.

The Doubtful asset quality rating encompasses assets that have all of the weaknesses of those classified as Substandard.  In addition, these weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

The Loss asset quality rating encompasses assets that are considered uncollectible and of such little value that their continuance as assets of the Bank is not warranted. A loss classification does not mean that an asset has no recovery or salvage value; instead, it means that it is not practical or desirable to defer writing off or reserving all or a portion of a basically worthless asset, even though partial recovery may be realized in the future.

19

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The following table is a summary of our past due and non-accrual loans as of September 30, 2016 and December 31, 2015:

As of September 30, 2016	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans Receivable		Total Loans >90 Days & Accruing		Total Nonaccrual
1-4 Family	$	182	$	-	$	146	$	328	$	36,807	$	37,135	$	-	$	146
Home Equity		-		-		-		-		4,316		4,316		-		-
Commercial Real Estate		679		656		161		1,496		184,732		186,228		-		5,137
Multifamily		-		-		-		-		55,122		55,122		-		359
Land		-		-		1,176		1,176		10,731		11,907		-		1,176
Construction		-		-		-		-		12,893		12,893		-		-
Commercial Non-Mortgage		-		-		-		-		20,431		20,431		-		-
Consumer		6		-		-		6		1,055		1,061		-		-
Total	$	867	$	656	$	1,483	$	3,006	$	326,087	$	329,093	$	-	$	6,818

As of December 31, 2015	30-59 Days Past Due		60-89 Days Past Due		Greater than 90 Days		Total Past Due		Current		Total Loans Receivable		Total Loans >90 Days & Accruing		Total Nonaccrual
1-4 Family	$	151	$	152	$	-	$	303	$	39,416	$	39,719	$	-	$	99
Home Equity		-		-		-		-		5,459		5,459		-		-
Commercial Real Estate		6		1,011		-		1,017		182,917		183,934		-		5,188
Multifamily		1,291		-		-		1,291		57,513		58,804		-		-
Land		-		-		1,842		1,842		10,701		12,543		-		1,842
Construction		-		-		-		-		14,785		14,785		-		-
Commercial Non-Mortgage		-		-		-		-		14,826		14,826		-		-
Consumer		-		-		-		-		1,221		1,221		-		-
Total	$	1,448	$	1,163	$	1,842	$	4,453	$	326,838	$	331,291	$	-	$	7,129

The accrual of interest is discontinued on all loan classes at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful. The entire balance of a loan is considered delinquent if the minimum payment contractually required to be made is not received by the specified due date.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. Subsequent payments on non-accrual loans are recorded as a reduction of principal, and interest income is recorded only after principal recovery is reasonably assured. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal. We generally require a period of satisfactory performance of not less than six months before returning a nonaccrual loan to accrual status.

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable we will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include non-performing commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties.  

20

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. Interest income on loans individually classified as impaired is recognized on a cash basis after all past due and current principal payments have been made.

The following table presents impaired loans at September 30, 2016: 

			Unpaid				QTD		YTD		QTD		YTD
	Recorded		Principal		Specific		Average		Average		Interest		Interest
	Balance		Balance		Allowance		Balance		Balance		Income		Income
Loans without a specific valuation allowance:
1-4 Family	$	1,363	$	1,488	$	-	$	1,217	$	1,245	$	18	$	42
Home Equity		-		-		-		-		-		-		-
Commercial real estate		7,900		10,000		-		7,749		8,570		17		116
Multi Family		6,740		7,597		-		6,872		7,075		103		307
Land		-		-		-		-		32		-		-
Construction		-		-		-		-		-		-		-
Commercial Non-Mortgage		-		-		-		-		-		-		-
Consumer		-		-		-		-		-		-		-
Loans with a specific valuation allowance:
1-4 Family	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Home Equity		-		-		-		-		-		-		-
Commercial real estate		761		846		360		465		310		2		6
Multi Family		-		-		-		-		-		-		-
Land		1,176		3,249		550		1,348		2,090		-		-
Construction		-		-		-		-		-		-		-
Commercial Non-Mortgage		-		-		-		-		-		-		-
Consumer		-		-		-		-		-		-		-
Totals
1-4 Family	$	1,363	$	1,488	$	-	$	1,217	$	1,245	$	18	$	42
Home Equity		-		-		-		-		-		-		-
Commercial real estate		8,661		10,846		360		8,214		8,880		19		122
Multi Family		6,740		7,597		-		6,872		7,075		103		307
Land		1,176		3,249		550		1,348		2,122		-		-
Construction		-		-		-		-		-		-		-
Commercial Non-Mortgage		-		-		-		-		-		-		-
Consumer		-		-		-		-		-		-		-
Total	$	17,940	$	23,180	$	910	$	17,651	$	19,322	$	140	$	471

21

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements

The following table presents impaired loans at December 31, 2015:

	Recorded		Unpaid Principal		Specific		YTD Average		YTD Interest
	Balance		Balance		Allowance		Balance		Income
Loans without a specific valuation allowance:
1-4 Family	$	1,504	$	1,633	$	-	$	1,791	$	80
Home Equity		-		-		-		15		-
Commercial real estate		9,912		11,820		-		10,508		289
Multi Family		6,586		7,400		-		6,685		359
Land		41		96		-		371		22
Construction		-		-		-		-		-
Commercial Non-Mortgage		295		295		-		311		22
Consumer		-		-		-		-		-
Loans with a specific valuation allowance:
1-4 Family	$	-	$	-	$	-	$	-	$	-
Home Equity		-		-		-		-		-
Commercial real estate		2,368		2,368		200		2,499		175
Multi Family		1,291		1,291		100		1,319		77
Land		1,842		3,640		850		2,115		-
Construction		-		-		-		-		-
Commercial Non-Mortgage		-		-		-		-		-
Consumer		-		-		-		-		-
Totals
1-4 Family	$	1,504	$	1,633	$	-	$	1,791	$	80
Home Equity		-		-		-		15		-
Commercial real estate		12,280		14,188		200		13,007		464
Multi Family		7,877		8,691		100		8,004		436
Land		1,883		3,736		850		2,486		22
Construction		-		-		-		-		-
Commercial Non-Mortgage		295		295		-		311		22
Consumer		-		-		-		-		-
Total	$	23,839	$	28,543	$	1,150	$	25,614	$	1,024

22

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The following table presents impaired loans at September 30, 2015:

			Unpaid				QTD		YTD		QTD		YTD
	Recorded		Principal		Specific		Average		Average		Interest		Interest
	Balance		Balance		Allowance		Balance		Balance		Income		Income
Loans without a specific valuation allowance:
1-4 Family	$	1,155	$	1,286	$	-	$	1,390	$	1,398	$	16	$	52
Home Equity		-		-		-		20		31		-		-
Commercial real estate		10,064		11,888		-		10,706		10,865		79		199
Multi Family		6,654		7,468		-		6,718		6,750		117		279
Land		467		739		-		481		492		7		21
Construction		-		2		-		-		1,783		-		-
Commercial Non-Mortgage		-		-		-		-		5		-		-
Consumer		-		-		-		-		-		-		-
Loans with a specific valuation allowance:
1-4 Family	$	1,138	$	1,138	$	150	$	498	$	148	$	1	$	7
Home Equity		-		-		-		-		-		-		-
Commercial real estate		2,494		2,494		200		2,543		2,639		43		134
Multi Family		1,302		1,302		100		1,328		1,332		21		61
Land		2,040		3,811		850		2,205		2,329		-		-
Construction		-		-		-		-		-		-		-
Commercial Non-Mortgage		308		308		-		317		321		5		17
Consumer		-		-		-		-		-		-		-
Totals
1-4 Family	$	2,293	$	2,424	$	150	$	1,888	$	1,546	$	17	$	59
Home Equity		-		-		-		20		31		-		-
Commercial real estate		12,558		14,382		200		13,249		13,504		122		333
Multi Family		7,956		8,770		100		8,046		8,082		138		340
Land		2,507		4,550		850		2,686		2,821		7		21
Construction		-		2		-		-		1,783		-		-
Commercial Non-Mortgage		308		308		-		317		326		5		17
Consumer		-		-		-		-		-		-		-
Total	$	25,622	$	30,436	$	1,300	$	26,206	$	28,093	$	289	$	770

23

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assumed, in which case interest is recognized on a cash basis and is reasonable compared to interest income noted above.

Troubled Debt Restructuring (TDR)

We may grant a concession or modification for economic or legal reasons related to a borrower’s financial condition that we would not otherwise consider resulting in a modified loan which is then identified as a troubled debt restructuring. We may modify loans through rate reductions, short-term extensions of maturity, interest only payments, or payment modifications to better match the timing of cash flows due under the modified terms with the cash flows from the borrowers’ operations. Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral.

We identify loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future.

For one-to-four family residential and home equity lines of credit, a restructure often occurs with past due loans and may be offered as an alternative to foreclosure. There are other situations where borrowers, who are not past due, experience a sudden job loss, become over-extended with credit obligations, or other problems, have indicated that they will be unable to make the required monthly payment and request payment relief.

When considering a loan restructure, management will determine if: (i) the financial distress is short or long term; (ii) loan concessions are necessary; and (iii) the restructure is a viable solution.

When a loan is restructured, the new terms often require a reduced monthly debt service payment. No TDRs that were on non-accrual status at the time the concessions were granted have been returned to accrual status. For commercial loans, management completes an analysis of the operating entity’s ability to repay the debt. If the operating entity is capable of servicing the new debt service requirements and the underlying collateral value is believed to be sufficient to repay the debt in the event of a future default, the new loan can be placed on accrual status after six months of performance with the new loan terms. To date, there have been no commercial loans restructured and immediately placed on accrual status after the execution of the TDR.

For retail loans, an analysis of the individual’s ability to service the new required payments is performed. If the borrower is capable of servicing the newly restructured debt and the underlying collateral value is believed to be sufficient to repay the debt in the event of a future default, the new loan can be placed on accrual status after six months of performance to the new loan terms. The reason for the TDR is also considered, such as paying past due real estate taxes or payments caused by a temporary job loss, when determining whether a retail TDR loan could be returned to accrual status. Retail TDRs remain on nonaccrual status until sufficient payments have been made to bring the past due principal and interest current and/or after six months of performance to the new loan terms at which point the loan could be transferred to accrual status.

24

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

The following table summarizes the loans that were restructured as TDRs during the three and nine months ended September 30, 2016: 

	Three months ended						Nine months ended
	September 30, 2016						September 30, 2016
			Balance		Balance				Balance		Balance
			prior to		after				prior to		after
	Count		TDR		TDR		Count		TDR		TDR
	(Dollars in thousands)
Commercial real estate		2		681		681		3		1,677		1,677
Total loans		2	$	681	$	681		3	$	1,677	$	1,677

In 2016, one commercial real estate TDR totaling $996 was modified with a forbearance agreement and maturity extension. Two other commercial real estate TDRs totaling $681 were modified with interest only payments.

We had one one-to-four family TDR for $202 that had payment defaults during the nine months ended September 30, 2016. Default occurs when a TDR is 90 days or more past due, transferred to nonaccrual status, or transferred to other real estate owned within twelve months of restructuring.

Management monitors the TDRs based on the type of modification or concession granted to the borrower. These types of modifications may include rate reductions, payment/term extensions, forgiveness of principal, forbearance, and other applicable actions. Management predominantly utilizes rate reductions and lower monthly payments, either from a longer amortization period or interest only repayment schedule, because these concessions provide needed payment relief without risking the loss of principal. Management will also agree to a forbearance agreement when it is deemed appropriate to avoid foreclosure.

The following table summarizes the loans that were restructured as TDRs during the three and nine months ended September 30, 2015:

	Three months ended						Nine months ended
	September 30, 2015						September 30, 2015
			Balance		Balance				Balance		Balance
			prior to		after				prior to		after
	Count		TDR		TDR		Count		TDR		TDR
	(Dollars in thousands)
Commercial real estate		2		745		745		2		745		745
Total loans		2	$	745	$	745		2	$	745	$	745

The commercial real estate TDRs in 2015 were modified with an interest rate reduction.

25

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Note 5: Disclosures About Fair Value of Assets and Liabilities

ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities.

Level 2 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 for substantially the full term of the assets or liabilities

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying condensed consolidated balance sheets, as well as the general classification of such assets under the valuation hierarchy. We have no assets or liabilities measured at fair value on a recurring basis and no liabilities measured at fair value on a nonrecurring basis.

Recurring and Nonrecurring Measurements

The following table presents the fair value measurements of assets and liabilities recognized in the accompanying consolidated balance sheets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at September 30, 2016. There were no assets or liabilities requiring fair value measurement on a recurring or nonrecurring basis as of December 31, 2015.

			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2016
Collateral-dependent Impaired loans	$	2,122	$	--	$	--	$	2,122
December 31, 2015
Collateral-dependent Impaired loans	$	--	$	--	$	--	$	--

26

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Collateral-dependent Impaired Loans

The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.

The Company considers the appraisal or an evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent or subsequently as deemed necessary and approved by management. Appraisals are reviewed for accuracy and consistency by the Credit Analysis department. Typically, appraisers are selected from the list of approved appraisers maintained by the Underwriting department. The appraised values may be reduced by discounts to consider a lack of marketability or estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral. These discounts and estimates are developed by the Credit Analysis department and approved by management.

Unobservable (Level 3) inputs

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements other than goodwill at September 30, 2016 and December 31, 2015.

	Collateral-dependent Impaired Loans
	Fair Value		Valuation Technique	Unobservable Inputs	Range (Weighted Average)
As of September 30, 2016
Collateral-dependent impaired loans	$	2,122	Market comparable properties	Marketability discount	0	-	23%	(16%)
December 31, 2015
Collateral-dependent impaired loans	$	--	Market comparable properties	Marketability discount			--

27

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Fair Value of Financial Instruments

The following table presents estimated fair values of our financial instruments recognized in the accompanying consolidated balance sheets at amounts other than fair value at the individual dates. The fair values of certain instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Because no market exists for certain financial instruments and because management does not intend to sell these financial instruments, we do not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.

			Fair Value Measurements Using
As of September 30, 2016	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Cash and cash equivalents	$	42,870	$	42,870	$	-	$	-
Interest-earning time deposits		996		996		-		-
Held to maturity securities		499		-		500		-
Loans held for sale		224		-		224		-
Loans, net of allowance for loan losses		315,622		-		-		319,390
Federal Home Loan Bank stock		2,700		-		2,700		-
Interest receivable		853		-		853		-
Financial liabilities
Deposits	$	255,621	$	109,978	$	-	$	147,178
Federal Home Loan Bank advances		47,000		-		46,375		-
Interest payable		187		-		187		-

28

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

			Fair Value Measurements Using
As of December 31, 2015	Carrying Amount		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Cash and cash equivalents	$	52,865	$	52,865	$	-	$	-
Interest-earning time deposits		39,021		39,021		-		-
Held to maturity securities		500		-		500		-
Loans held for sale		581		-		583		-
Loans, net of allowance for loan losses		314,613		-		-		318,525
Federal Home Loan Bank stock		2,700		-		2,700		-
Interest receivable		967		-		967		-
Financial liabilities
Deposits	$	281,701	$	117,916	$	-	$	165,657
Federal Home Loan Bank advances		47,000		-		46,390		-
Federal funds purchased		24,000		-		24,000		-
Interest payable		233		-		233		-

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

Cash and Cash Equivalents, Interest-Earning Time Deposits, Federal Home Loan Bank Stock, Federal Funds Purchased, Interest Receivable, and Interest Payable

The carrying amount approximates fair value.

Held to Maturity Securities

Fair values equal quoted market prices, if available. If quoted market prices are not available, fair value is estimated based on quoted market prices of similar securities.

Loans Held for Sale

Fair value of loans held for sale is estimated by discounting the future cash flows using the market rates at which similar loans would be made to borrowers with similar remaining maturities.

Loans

The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Loans with similar characteristics were aggregated for purposes of the calculations.

29

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Deposits

Deposits include demand deposits, savings accounts, checking accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

Federal Home Loan Bank Advances

Rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.

Commitments to Originate Loans, Letters of Credit and Lines of Credit

Loan commitments and letters-of-credit generally have short-term, variable rate features and contain clauses which limit our exposure to changes in customer credit quality. Accordingly, their carrying values, which are immaterial at the respective balance sheet dates, are reasonable estimates of fair value.

Note 6: Earnings Per Share (In thousands except per share amounts)

Basic earnings per common share (“EPS”) excludes dilution and is computed by dividing net income applicable to common stock by the weighted average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock (such as stock options) were exercised or converted into additional common shares that would then share in the earnings of the entity. Diluted EPS is computed by dividing net income applicable to common stock by the weighted average number of common shares outstanding for the year, plus an incremental number of common-equivalent shares computed using the treasury stock method.

Unvested share-based payment awards, which include the right to receive non-forfeitable dividends or dividend equivalents, are considered to participate with common stock in undistributed earnings for purposes of computing EPS. Accordingly, the Company is required to calculate basic and diluted EPS using the two-class method. Restricted stock awards granted by the Company are considered participating securities. Calculations of EPS under the two-class method (i) exclude from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities and (ii) exclude from the denominator the dilutive impact of the participating securities.

Unearned ESOP shares which are not vested and unvested restricted stock awards are excluded from the computation of average shares outstanding.

30

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

(Table Amounts in Thousands Except Per Share Amounts)

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

Earnings per share analysis for the three months ended September 30, 2016 and 2015 is as follows (dollars in thousands, except per share data):

	Three months ended September 30, 2016			Three months ended September 30, 2015
Net Income	$	1,383		$	915
Dividends and undistributed earnings allocated to participating securities		(20	)		(18	)
Income attributable to common shareholders		1,363			897
Weighted average shares outstanding (in thousands)		2,121			2,202
Less: average unearned ESOP and unvested restricted stock		(174	)		(207	)
Average Shares		1,947			1,995
Effect of dilutive based awards		32			23
Average common and common-equivalent shares for diluted EPS (in thousands)		1,979			2,018
Basic EPS	$	0.70		$	0.45
Diluted EPS	$	0.69		$	0.44

Nine months ended September 30, 2016 and 2015 as follows (dollars in thousands, except per share data):

	Nine months ended September 30, 2016			Nine months ended September 30, 2015
Net Income	$	3,534		$	2,385
Dividends and undistributed earnings allocated to participating securities		(50	)		(46	)
Income attributable to common shareholders		3,484			2,339
Weighted average shares outstanding (in thousands)		2,142			2,210
Less: average unearned ESOP and unvested restricted stock		(174	)		(207	)
Average Shares		1,968			2,003
Effect of dilutive based awards		32			23
Average common and common-equivalent shares for diluted EPS (in thousands)		2,000			2,026
Basic EPS	$	1.77		$	1.17
Diluted EPS	$	1.74		$	1.15

31

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

(Dollars in Thousands)

Note 7: Share-Based Compensation

In May 2012, the Company’s stockholders approved the Wolverine Bancorp, Inc. 2012 Equity Incentive Plan (“Plan”) which provides for awards of stock options and restricted stock to key officers and outside directors. The cost of the Plan is based on the fair value of the awards on the grant date. The fair value of restricted stock awards is based on the closing price of the Company’s stock on the grant date. The fair value of stock options is estimated using a Black-Scholes option pricing model using assumptions for dividend yield, stock price volatility, risk-free interest rate, and option term. These assumptions are based on management’s judgments regarding future events, are subjective in nature, and contain uncertainties inherent in an estimate. The cost of the awards are being recognized on a straight-line basis over the five-year vesting period during which participants are required to provide services in exchange for the awards.

Until such time as awards of stock are granted and vest or options are exercised, shares of the Company’s common stock under the Plan shall be authorized but unissued shares. The maximum number of shares authorized under the Plan is 351,050. Total shared-based compensation expense for the nine months ended September 30, 2016 and 2015 was $256 and $238, respectively. Total shared-based compensation expense for the three months ended September 30, 2016 and 2015 was $83 and $81, respectively.

Stock Options 

The table below presents the stock option activity for the period shown:

	Options			Weighted average exercise price		Remaining contractual life (years)		Aggregate intrinsic value
Options outstanding at January 1, 2016		128,949		$	17.91		7	$	1,123
Granted		--			--		--		--
Exercised		(1,503	)		17.30		--		--
Forfeited		(3,888	)		19.58		--		--
Expired		--			--		--		--
Options outstanding at September 30, 2016		123,558		$	17.86		6	$	1,103
Exercisable at September 30, 2016		93,721		$	17.37		6	$	885

As of September 30, 2016, the Company had $71 of unrecognized compensation expense related to stock options. Stock option expense for the three and nine months ended September 30, 2016 was $16 and $47, respectively. Stock option expense for the three and nine months ended September 30, 2015 was $16 and $46, respectively.

32

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

(Dollars in Thousands)

Restricted Stock Awards

Restricted stock awards are accounted for as fixed grants using the fair value of the Company’s stock at the time of grant. Unvested restricted stock awards may not be disposed of or transferred during the vesting period. Restricted stock awards carry with them the right to receive dividends. 

The table below presents the restricted stock award activity for the period shown: 

	Service-Based Restricted stock awards			Weighted average grant date fair value
Non-vested at January 1, 2016		36,534		$	19.16
Granted		-			-
Vested		(13,745	)		17.57
Forfeited		(2,717	)		19.02
Non-vested at September 30, 2016		20,072			20.24

As of September 30, 2016, the Company had $356 of unrecognized compensation expense related to restricted stock awards. The cost of the restricted stock awards will be amortized in monthly installments over the five-year vesting period. Restricted stock expense for the three and nine months ended September 30, 2016 was $68 and $209, respectively. Restricted stock expense for the three and nine months ended September 30, 2015 was $66 and $192, respectively.

33

Table Of Contents

Wolverine Bancorp, Inc.

Form 10-Q

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

(Dollars in Thousands)

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

General 

Management’s discussion and analysis of the financial condition at September 30, 2016 and the results of operations for the three and nine months ended September 30, 2016 and 2015 is intended to assist in understanding our financial condition and results of operations. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto, appearing on Part I, Item 1 of this quarterly report on Form 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) is designed to provide a narrative on our financial condition, results of operations, liquidity, critical accounting policies, off-balance sheet arrangements and the future impact of accounting standards. It is useful to read our MD&A in conjunction with the consolidated financial statements contained in Part I in this Quarterly Report on Form 10-Q (this "Form 10-Q"), our Annual Report on Form 10-K for the year ended December 31, 2015 (the “Form 10-K”), and our other reports on Forms 10-Q and current reports on Forms 8-K and other publicly available information

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “may” and words of similar meaning. These forward-looking statements include, but are not limited to:

● statements of our goals, intentions and expectations;

● statements regarding our business plans, prospects, growth and operating strategies;

● statements regarding the asset quality of our loan and investment portfolios; and

● estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this quarterly report.

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Table Of Contents

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

● general economic conditions, either nationally or in our market areas, that are worse than expected;

● competition among depository and other financial institutions;

● changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments;

● adverse changes in the securities markets;

● changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

● our ability to enter new markets successfully and capitalize on growth opportunities;

● our ability to successfully integrate acquired entities, if any;

● changes in consumer spending, borrowing and savings habits;

● changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;

● changes in our organization, compensation and benefit plans;

● changes in our financial condition or results of operations that reduce capital; and

● changes in the financial condition or future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Critical Accounting Policies

We consider accounting policies that require management to exercise significant judgment or discretion or make significant assumptions that have, or could have, a material impact on the carrying value of certain assets or on income, to be critical accounting policies. We consider the following to be our critical accounting policies.

Allowance for Loan Losses. We believe that the allowance for loan losses and related provision for loan losses are particularly susceptible to change in the near term, due to changes in credit quality which are evidenced by trends in charge offs and in the volume and severity of past due loans. In addition, our portfolio is comprised of a substantial amount of commercial real estate loans which generally have greater credit risk than one- to four-family residential mortgage and consumer loans because these loans generally have larger principal balances and are non-homogenous.

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The allowance for loan losses is maintained at a level to cover probable credit losses inherent in the loan portfolio at the balance sheet date. Based on our estimate of the level of allowance for loan losses required, we record a provision for loan losses as a charge to earnings to maintain the allowance for loan losses at an appropriate level. The estimate of our credit losses is applied to two general categories of loans:

● loans that we evaluate individually for impairment under ASC 310-10, “Receivables;” and

● groups of loans with similar risk characteristics that we evaluate collectively for impairment under ASC 450-20, “Loss Contingencies.”

The allowance for loan losses is evaluated on a regular basis by management and reflects consideration of all significant factors that affect the collectability of the loan portfolio. The factors used to evaluate the collectability of the loan portfolio include, but are not limited to, current economic conditions, our historical loss experience, the nature and volume of the loan portfolio, the financial strength of the borrower, and estimated value of any underlying collateral. This evaluation is inherently subjective as it requires estimates that are subject to significant revision as more information becomes available. Actual loan losses may be significantly more than the allowance for loan losses we have established which could have a material negative effect on our financial results.

Income Tax Accounting. The provision for income taxes is based upon income in our consolidated financial statements, rather than amounts reported on our income tax return. 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. The effect of a change in tax rates on our deferred tax assets and liabilities is recognized as income or expense in the period that includes the enactment date. Under U.S. GAAP, a valuation allowance is required to be recognized if it is more likely than not that a deferred tax asset will not be realized. The determination as to whether we will be able to realize the deferred tax assets is highly subjective and dependent upon judgment concerning our evaluation of both positive and negative evidence, our forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. Positive evidence includes the existence of taxes paid in available carryback years as well as the probability that taxable income will be generated in future periods, while negative evidence includes any cumulative losses in the current year and prior two years and general business and economic trends. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. Any required valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings. Positions taken in our tax returns may be subject to challenge by the taxing authorities upon examination. The benefit of an uncertain tax position is initially recognized in the financial statements only when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are both initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant facts. Differences between our position and the position of tax authorities could result in a reduction of a tax benefit or an increase to a tax liability, which could adversely affect our future income tax expense.

We believe our tax policies and practices are critical accounting policies because the determination of our tax provision and current and deferred tax assets and liabilities have a material impact on our net income and the carrying value of our assets. We believe our tax liabilities and assets are properly recorded in the consolidated financial statements at September 30, 2016 and December 31, 2015 and no valuation allowance was necessary.

Comparison of Financial Condition at September 30, 2016 and December 31, 2015

Total assets decreased $48.7 million, or 11.7%, to $369.1 million at September 30, 2016 from $417.8 million at December 31, 2015. The decrease was primarily the result of a decrease of $38.0 million in interest-earning time deposits and a decrease of $10.0 million in cash and cash equivalents.

Loans held for sale decreased $357,000 to $224,000 at September 30, 2016 from $581,000 at December 31, 2015.

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Net loans increased $1.0 million, or 0.3%, to $315.6 million at September 30, 2016 from $314.6 million at December 31, 2015. Commercial non-mortgage loans increased $5.6 million, or 37.8%, commercial real estate loans increased $2.3 million, or 1.2%, partially offset by a decrease in multi-family loans of $3.7 million, or 6.3%, and a decrease of $2.6 million, or 6.5%, in one-to four-family loans.

The undisbursed portion of loans decreased $2.5 million to $3.6 million at September 30, 2016 from $6.1 million at December 31, 2015 due primarily to a net decrease in undisbursed construction loans of $2.5 million.

Other real estate owned decreased $41,000, or 31.5%, to $89,000 at September 30, 2016, from $130,000 at December 31, 2015 resulting from three loans transferred to real estate owned totaling $192,000, offset by net sales of $203,000 and write-downs of $30,000.

Other assets, consisting primarily of net deferred and accrued federal taxes, decreased $1.1 million to $4.1 million at September 30, 2016 from $5.2 million at December 31, 2015.

Deposits decreased $26.1 million to $255.6 million at September 30, 2016 from $281.7 million at December 31, 2015. Core deposits (consisting of interest-bearing and noninterest-bearing checking accounts, money market accounts and savings accounts) decreased $10.2 million, primarily due to money market accounts. Certificates of deposit decreased $18.2 million, or 11.1%, to $145.6 million at September 30, 2016 from $163.8 million at December 31, 2015, primarily due to maturities.

Federal Home Loan Bank advances remained unchanged at $47.0 million at September 30, 2016 and December 31, 2015.

Federal Funds purchased decreased $24.0 million, or 100.0%, to $0 at September 30, 2016 from $24.0 million at December 31, 2015.

Interest payable and other liabilities, consisting primarily of liabilities for checks and money orders, and accrued expenses, decreased $1.6 million from $4.6 million at December 31, 2015 to $3.0 million at September 30, 2016 million primarily due to a $2.2 million decrease in dividends payable.

Total stockholders’ equity increased $3.0 million, or 5.0%, to $63.5 million at September 30, 2016 from $60.5 million at December 31, 2015, primarily due to net income of $3.5 million.

Comparison of Operating Results for the Three Months ended September 30, 2016 and 2015

General. We recorded net income of $1.4 million for the three months ended September 30, 2016 compared to net income of $915,000 for the three months ended September 30, 2015. The increase was primarily related to a $390,000 increase in interest and dividends from loans from $4.1 million for the three months ended September 30, 2015 to $4.4 million for the three months ended September 30, 2016, a decrease in provision for loan loss of $710,000 to a negative provision of $560,000 for the three months ended September 30, 2016 from an expense of $150,000 for the three months ended September 30, 2015 and a decrease in loan legal expense of $165,000 to a recovery of $70,000 for the three months ended September 30, 2016 from an expense of $95,000 for the three months ended September 30, 2015.

Interest and Dividend Income. Interest and dividend income increased $414,000, or 10.1%, to $4.5 million for the three months ended September 30, 2016. Average balances of interest-earnings assets increased $20.8 million to $363.4 million for the three months ended September 30, 2016 from $342.6 million for the three months ended September 30, 2015, and the average yield on interest-earning assets increased 19 basis point to 4.98% during the 2016 period from 4.79% during the 2015 period.

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Interest income on loans increased $390,000, or 9.5%, to $4.4 million for the three months ended September 30, 2016 from $4.1 million for the three months ended September 30, 2015. This increase was due to an increase of $447,000 in loan interest income related to one-time prepayment penalties. We do not anticipate income at this level from prepayment penalties in the future. As a result of this, there was an increase of 23 basis points in the average yield to 5.54% during the 2016 period versus 5.31% during the 2015 period, as average net loans increased $15.2 million, or 5.0%, to $320.8 million for the three months ended September 30, 2016 from $305.6 million for the three months ended September 30, 2015.

Income from dividends and investment securities increased $24,000 to $75,000 for the quarter ended September 30, 2016 from $51,000 for the quarter ended September 30, 2015.

Interest Expense. Interest expense increased $118,000, or 13.8%, to $971,000 for the three months ended September 30, 2016 from $853,000 for the three months ended September 30, 2015. Interest expense on deposits increased $140,000 to $509,000 during the 2016 period from $369,000 during the 2015 period. Interest expense on borrowed funds decreased $22,000 to $462,000 for the three months ended September 30, 2016 from $484,000 for the three months ended September 30, 2015.

Average interest-bearing liabilities increased $19.8 million, or 7.0%, to $304.2 million for the three months ended September 30, 2016 from $284.4 million for the three months ended September 30, 2015. The average rate paid on these liabilities increased 8 basis points to 1.28% during the 2016 period from 1.20% during the 2015 period. Interest expense on certificates of deposit increased $153,000, or 53.7%, to $438,000 for the three months ended September 30, 2016 from $285,000 for the three months ended September 30, 2015. The average balance of certificates of deposits increased to $147.4 million for the three months ended September 30, 2016, from $111.6 million for the three months ended September 30, 2015. Additionally, the rate on certificates of deposit increased 17 basis points to 1.19% for the three months ended September 30, 2016 from 1.02% for the three months ended September 30, 2015 primarily due to increased market interest rate environment.

The average balance of core deposits, consisting of checking accounts, money market accounts and savings accounts, decreased $12.7 million, or 10.4%, to $109.8 million for the three months ended September 30, 2016 from $122.5 million for the three months ended September 30, 2015. The interest paid on core deposits decreased $13,000 to $71,000 for the three months ended September 30, 2016 from $84,000 for three months ended September 30, 2015. The rate on core deposits for the three months ended September 30, 2016 decreased two basis points to 0.26% from 0.28% for the three months ended September 30, 2015.

Net Interest Income. Net interest income increased $296,000 to $3.5 million for the three months ended September 30, 2016 from $3.3 million for the three months ended September 30, 2015. Changes in net interest income are influenced by a variety of factors, including changes in the level and mix of interest-earning assets and interest-bearing liabilities, the level and direction of interest rates, the difference between short-term and long-term interest rates and the general strength of the economy.

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies — Allowance for Loan Losses,” we recorded a negative provision for loan losses of $560,000 for the three months ended September 30, 2016 and a provision for loan losses of $150,000 for the three months ended September 30, 2015. This was primarily due to a decrease of $430,000 in specific allocations related to two commercial real estate loans. At September 30, 2016, non-performing loans totaled $6.8 million, or 2.1% of total loans, as compared to $7.1 million, or 2.2% of total loans, at December 31, 2015. The allowance for loan losses to total loans receivable was 2.8% at September 30, 2016 and 3.0% at December 31, 2015. We have a negative provision expense in 2016 primarily because of continued economic improvement, stabilized levels of non-performing assets, stabilized delinquencies and reduced specific allocations offset partially by increased levels of outstanding loans. All loans rated substandard are reviewed for impairment at least quarterly. Overall, management continues to focus on resolving non-performing assets and improving asset quality. In addition to our collections department personnel in working out loans, we continue to involve business development officers and, on significant assets, underwriters and senior management.

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Noninterest Income. Noninterest income decreased $30,000, or 11.1%, to $241,000 for the three months ended September 30, 2016 from $271,000 for the three months ended September 30, 2015. The decrease was primarily attributable to a decrease of $45,000 in the net gain on loan sales, a $28,000 decrease in service charges and fees, a $16,000 decrease in loan fees earned, and a $21,000 decrease in other income. This was offset in part by a $82,000 increase in the net gain on the sale of other real estate owned

Noninterest Expense. Noninterest expense increased $180,000, or 9.0%, for the three months ended September 30, 2016 as compared to the three months ended September 30, 2015. This was primarily due to a $279,000 increase salaries and employee benefits and a $63,000 increase in professional and service fees. This was offset in part by a decrease of $165,000 in loan legal expense due to reimbursement of legal expenses previously incurred.

Income Tax Expense. We recorded $798,000 of income tax expense for the three months ended September 30, 2016 compared to $470,000 of income tax expense for the three months ended September 30, 2015. Our effective tax rate was 36.6% for the three months ended September 30, 2016 and 33.9% for the three months ended September 30, 2015.

Comparison of Operating Results for the Nine months ended September 30, 2016 and 2015

General. We recorded net income of $3.5 million for the nine months ended September 30, 2016 compared to net income of $2.4 million for the nine months ended September 30, 2015. Net interest income increased $905,000 to $9.8 million for the nine months ended September 30, 2016 from $8.9 million for the nine months ended September 30, 2015.

Interest and Dividend Income. Interest and dividend income increased $1.3 million, or 11.3%, to $12.8 million for the nine months ended September 30, 2016 from $11.5 million for the nine months ended September 30, 2015, as the average balance of interest-earning assets increased $26.2 million to $373.8 million for the nine months ended September 30, 2016 from $347.6 million for the nine months ended September 30, 2015. The average yield on interest-earning assets increased 13 basis points to 4.55% during the 2016 period from 4.42% during the 2015 period.

Interest income on loans increased $1.1 million, or 9.7%, to $12.4 million for the nine months ended September 30, 2016 from $11.3 million for the nine months ended September 30, 2015. This increase was primarily due to an increase of $447,000 related to one-time prepayment penalties, which we do not anticipate income at this level from prepayment penalties in the future. In addition, there were higher average balances of loans for the nine months ended September 30,2016 but the average yield remained unchanged at 5.10%.

Interest income on investment securities and other interest-earning assets, and dividends on FHLB of Indianapolis stock increased $128,000, or 72.7%, to $304,000 for the nine months ended September 30, 2016 from $176,000 for the nine months ended September 30, 2015.

Interest Expense. Interest expense increased $329,000, or 12.7%, to $2.9 million for the nine months ended September 30, 2016 from $2.6 million for the nine months ended September 30, 2015 due to an increase in interest-bearing liabilities of $23.8 million, or 8.2%, to $314.4 million for the nine months ended September 30, 2016 from $290.6 million for the nine months ended September 30, 2015. The average rate paid on these liabilities increased five basis points to 1.23% for the 2016 period from 1.18% for the 2015 period.

The average balance of our core deposits, consisting of checking accounts, money market accounts and savings accounts, decreased $11.0 million, or 9.0%, to $111.3 million for the nine months ended September 30, 2016 from $122.3 million for the nine months ended September 30, 2015. Also, the interest on core deposits decreased $30,000 to $207,000 for the 2016 period from $237,000 for the 2015 period.

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Interest expense on certificates of deposits increased $511,000 or 63.2% to $1.3 million for the nine months ended September 30, 2016 from $808,000 for the nine months ended September 30, 2015. This was primarily due to an increase in the average balance of certificates of deposits of $45.4 million to $156.1 million for the 2016 period, from $110.7 million for the 2015 period. Also, the yield on certificates of deposit increased 16 basis points to 1.13% for the 2016 period from 0.97% for the 2015 period.

Net Interest Income. Net interest income increased $905,000, or 10.2%, to $9.8 million for the nine months ended September 30, 2016 from $8.9 million for the nine months ended September 30, 2015, as our average net loans increased $28.7 million from $296.6 million to $325.3 million. Our net interest rate spread increased nine basis points to 3.32% from 3.23% and our net interest margin increased nine basis points to 3.44% from 3.35%. Changes in net interest income are influenced by a variety of factors, including changes in the level and mix of interest-earning assets and interest-bearing liabilities, the level and direction of interest rates, the difference between short-term and long-term interest rates and the general strength of the economy.

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies — Allowance for Loan Losses,” in the December 31, 2015 Annual Report on Form 10-K, we recorded a negative provision for loan losses of $760,000 for the nine months ended September 30, 2016 and a provision for loan losses of $650,000 for the nine months ended September 30, 2015. This was primarily due to a decrease of $430,000 in specific allocations related to two commercial real estate loans. We have a negative provision expense in 2016 primarily because of continued economic improvement, stabilized levels of non-performing assets, stabilized delinquencies and reduced specific allocations offset partially by increased levels of outstanding loans.

The allowance for loan losses as a percentage of non-performing loans increased to 136.7% at September 30, 2016 from 120.6% at September 30, 2015. To the best of our knowledge, we have provided for all losses that are both probable and reasonable to estimate at September 30, 2016 and 2015.

Noninterest Income. Noninterest income decreased $83,000, or 9.4%, to $802,000 for the nine months ended September 30, 2016 from $885,000 for the nine months ended September 30, 2015. The decrease was primarily attributable to a decrease of $150,000 in the net gain on loan sales, a $31,000 decrease in service charges and fees, and a $34,000 decrease in other income. This was offset in part by a $155,000 increase in the net gain on the sale of other real estate owned.

Noninterest Expense. Noninterest expense increased $306,000, or 5.4% for the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015. This was primarily due to an increase of $458,000 in salaries and employee benefits related to filling positions that were previously vacant. This was offset in part by a $208,000 decrease in loan legal expense due to reimbursement of legal expenses previously incurred.

Income Tax Expense. We recorded a $1.9 million income tax expense for the nine months ended September 30, 2016 compared to a $1.1 million income tax expense for the 2015 period, reflecting income of $5.4 million before income tax expense during the nine months ended September 30, 2016 versus income before income tax of $3.5 million for the nine months ended September 30, 2015. Our effective tax expense rate was 35.1% for the nine months ended September 30, 2016 compared to an effective tax expense rate of 32.2% for the nine months ended September 30, 2015.

Asset Quality

Other real estate owned totaled $89,000, or 0.02% of total assets, at September 30, 2016 compared to $130,000, or 0.3% of total assets, at December 31, 2015. The largest relationship as of September 30, 2016 was $78,000, or 87.6% of other real estate owned, which consisted of a 1-4 family property.

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Non-performing assets, which includes non-performing loans, other real estate owned and troubled debt restructurings, totaled $7.1 million, or 1.9% of total assets, at September 30, 2016 compared to $7.5 million, or 1.8% of total assets, at December 31, 2015.

Our largest substandard and non-performing relationship as of September 30, 2016 has a balance of $3.1 million compared to a balance of $3.7 million at December 31, 2015. Of the $13.0 million loans rated substandard, approximately $6.5 million are performing.

New Capital Requirements

As of January 1, 2015, the Company has adopted new minimum risk-based capital and leverage ratios and refines the definition of what constitutes as “capital” for purposes of calculating these ratios based on rules effective January 1, 2015. The new minimum capital requirements include: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based asset capital ratio of 6% (increased from 4%); a “capital conservation buffer” of 2.5%, and resulting in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7%, (ii) a Tier 1 risk-based asset capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement was phased in beginning in January 2016 at 0.625% of risk-weighted assets and will increase each year until January 2019. These changes had no significant impact on the Company.

Item 3.        Quantitative and Qualitative Disclosures about Market Risk

Not applicable, as the Registrant is a smaller reporting company.

Item 4.        Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Operating Officer and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of September 30, 2016. Based on that evaluation, our management, including the Chief Executive Officer and the Chief Operating Officer and Treasurer, concluded that our disclosure controls and procedures were effective.

During the quarter ended September 30, 2016, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II – Other Information

Item 1.       Legal Proceedings 

We are subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on our financial condition or results of operations.

Item 1A.     Risk Factors

Not applicable, as the Registrant is a smaller reporting company.

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) The following table presents for the periods indicated a summary of the purchases made by or on behalf of the company of shares of its common stock.

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Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Program		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(1), (2), (3), (4), (5)
July 1, 2016 through July 31, 2016		26,300	$	25.50		26,300		123,395
August 1, 2016 through August 31, 2016		--	$	--		--		123,395
September 1, 2016 through September 30, 2016		--	$	--		--		123,395
		26,300				26,300

(1) The Company’s board of directors approved a stock repurchase program on February 14, 2012 for the repurchase of 125,375 shares of common stock.

(2) The Company’s board of directors approved a stock repurchase program December 10, 2012 for the repurchase of 122,954 shares of common stock.

(3) The Company’s board of directors approved a stock repurchase program on December 9, 2013 for the repurchase of 119,167 shares of common stock.

(4) The Company’s board of directors approved a stock repurchase program on March 3, 2015 for the repurchase of 110,664 shares of common stock.

(5) The Company’s board of directors approved a stock repurchase program on December 14, 2015 for the repurchase of 107,647 shares of common stock.

Item 3.   Defaults Upon Senior Securities 

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

None.

Item 6.    Exhibits 

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 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 INS XBRL Instance

101 SCH XBRL Taxonomy Extension Schema

101 CAL XBRL Taxonomy Extension Calculation

101 DEF XBRL Taxonomy Extension Definition

101 LAB XBRL Taxonomy Extension Label

101 PRE XBRL Taxonomy Extension Presentation

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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.

	WOLVERINE BANCORP, INC.
Date:     November 14, 2016	/s/ David H. Dunn
	David H. Dunn
	President and Chief Executive Officer
Date:     November 14, 2016	/s/ Rick A. Rosinski
	Rick A. Rosinski
	Chief Operating Officer and Treasurer

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