Kentucky First Federal Bancorp - Quarter Report: 2010 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
For the
quarterly period ended September 30,
2010
OR
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
|
For the
transition period from ____________ to _______________
Commission
File Number: 0-51176
KENTUCKY FIRST FEDERAL
BANCORP
(Exact
name of registrant as specified in its charter)
United
States of America
|
61-1484858
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
479 Main Street, Hazard,
Kentucky 41702
(Address of principal executive offices)(Zip Code)
(Address of principal executive offices)(Zip Code)
(606)
436-3860
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
(Former
name, former address and former fiscal year, 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 such shorter period that the issuer was required to file
such reports and (2) has been subject to such filing requirements for the past
ninety days:
Yes x No o
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 (Section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such
files).
Yes
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or 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 o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
Reporting Company x
|
(Do
not check if a 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 o No x
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: At November 12, 2010, the
latest practicable date, the Corporation had 7,745,703 shares of $.01 par value
common stock outstanding.
INDEX
Page
|
|||||
PART
I
|
-
ITEM 1
|
FINANCIAL
INFORMATION
|
|||
Consolidated
Balance Sheets
|
3
|
||||
|
|||||
Consolidated
Statements of Operations
|
4
|
||||
Consolidated
Statements of Comprehensive Income (Loss)
|
5
|
||||
Consolidated
Statements of Cash Flows
|
6
|
||||
Notes
to Consolidated Financial Statements
|
8
|
||||
|
|||||
ITEM
2
|
Management’s
Discussion and Analysis of
Financial Condition
and Results of Operations
|
17
|
|||
ITEM
3
|
Quantitative
and Qualitative Disclosures About Market
Risk
|
21
|
|||
ITEM
4
|
Controls
and Procedures
|
21
|
|||
PART
II
|
-
OTHER INFORMATION
|
22
|
|||
SIGNATURES
|
23
|
PART
I
ITEM 1:
Financial
Information
Kentucky
First Federal Bancorp
CONSOLIDATED
BALANCE SHEETS
(Unaudited)
(Dollars
in thousands, except per share data)
September
30,
|
June
30,
|
|||||||
ASSETS
|
2010
|
2010
|
||||||
Cash
and due from financial institutions
|
$ | 1,016 | $ | 1,118 | ||||
Interest-bearing
demand deposits
|
7,073 | 7,244 | ||||||
Cash
and cash equivalents
|
8,089 | 8,362 | ||||||
Interest-bearing
deposits in other financial institutions
|
100 | 100 | ||||||
Securities
available for sale
|
244 | 246 | ||||||
Securities
held-to-maturity, at amortized cost- approximate
|
8,821 | 9,435 | ||||||
fair
value of $9,368 and $10,026 at September 30, and
|
||||||||
June
30, 2010, respectively
|
||||||||
Loans
held for sale
|
589 | 370 | ||||||
Loans
|
192,180 | 192,153 | ||||||
Allowance
for loan and lease losses
|
(1,519 | ) | (1,535 | ) | ||||
Real
estate owned, net
|
820 | 748 | ||||||
Premises
and equipment, net
|
2,701 | 2,731 | ||||||
Federal
Home Loan Bank stock
|
5,641 | 5,641 | ||||||
Accrued
interest receivable
|
511 | 518 | ||||||
Bank-owned
life insurance
|
2,541 | 2,518 | ||||||
Goodwill
|
14,507 | 14,507 | ||||||
Other
intangible assets
|
185 | 218 | ||||||
Prepaid
FDIC assessments
|
492 | 542 | ||||||
Prepaid
expenses and other assets
|
389 | 385 | ||||||
Total
assets
|
$ | 236,291 | $ | 236,939 | ||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
Deposits
|
$ | 144,648 | $ | 144,969 | ||||
Federal
Home Loan Bank advances
|
31,293 | 32,009 | ||||||
Advances
by borrowers for taxes and insurance
|
595 | 335 | ||||||
Accrued
interest payable
|
144 | 145 | ||||||
Other
liabilities
|
1,920 | 1,749 | ||||||
Total
liabilities
|
178,600 | 179,207 | ||||||
Commitments
and contingencies
|
- | - | ||||||
Shareholders’
equity
|
||||||||
Preferred
stock, 500,000 shares authorized, $.01 par value;
|
||||||||
no
shares issued
|
- | - | ||||||
Common
stock, 20,000,000 shares authorized, $.01 par value;
|
||||||||
8,596,064
shares issued and outstanding
|
86 | 86 | ||||||
Additional
paid-in capital
|
36,623 | 36,597 | ||||||
Retained
earnings
|
31,418 | 31,363 | ||||||
Unearned
employee stock ownership plan (ESOP)
|
(2,317 | ) | (2,366 | ) | ||||
Treasury
shares at cost, 806,375 and 745,530 common shares at
|
||||||||
September
30, and June 30, 2010, respectively
|
(8,123 | ) | (7,952 | ) | ||||
Accumulated
other comprehensive income
|
4 | 4 | ||||||
Total
shareholders’ equity
|
57,691 | 57,732 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 236,291 | $ | 236,939 |
See
accompanying notes.
3
Kentucky
First Federal Bancorp
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars
in thousands, except per share data)
Three
Months Ended
|
||||||||
September
30,
|
||||||||
2010
|
2009
|
|||||||
Interest
income
|
||||||||
Loans
|
$ | 2,582 | $ | 2,648 | ||||
Mortgage-backed
securities
|
101 | 129 | ||||||
Other
securities
|
- | 47 | ||||||
Interest-bearing
deposits and other
|
63 | 70 | ||||||
Total
interest income
|
2,746 | 2,894 | ||||||
Interest
expense
|
||||||||
Deposits
|
739 | 950 | ||||||
Borrowings
|
243 | 416 | ||||||
Total
interest expense
|
982 | 1,366 | ||||||
Net
interest income
|
1,764 | 1,528 | ||||||
Provision
for loan losses
|
25 | 968 | ||||||
Net
interest income after provision
|
||||||||
for
loan losses
|
1,739 | 560 | ||||||
Non-interest
income
|
||||||||
Earnings
on bank-owned life insurance
|
23 | 23 | ||||||
Gain
on sale of loans
|
28 | 28 | ||||||
Net
gain (loss) on sale of real estate owned
|
2 | (12 | ) | |||||
Other
|
27 | 28 | ||||||
Total
non-interest income
|
80 | 67 | ||||||
Non-interest
expense
|
||||||||
Salaries
and employee benefits
|
798 | 745 | ||||||
Occupancy
and equipment
|
84 | 71 | ||||||
Franchise
and other taxes
|
49 | 46 | ||||||
Data
processing
|
63 | 54 | ||||||
Federal
deposit insurance
|
54 | 42 | ||||||
Audit
and accounting
|
38 | 34 | ||||||
Amortization
of intangible assets
|
33 | 32 | ||||||
Foreclosure
costs
|
21 | -- | ||||||
Legal
fees
|
32 | 13 | ||||||
Other
operating
|
154 | 140 | ||||||
Total
non-interest expense
|
1,326 | 1,177 | ||||||
Income
(loss) before income taxes
|
493 | (550 | ) | |||||
Income
tax expense (benefit)
|
160 | (188 | ) | |||||
NET
INCOME (LOSS)
|
$ | 333 | $ | (362 | ) | |||
EARNINGS
(LOSS) PER SHARE
|
||||||||
Basic
and diluted
|
$ | 0.04 | $ | (0.05 | ) | |||
DIVIDENDS
PER SHARE
|
$ | 0.10 | $ | 0.10 | ||||
See
accompanying notes.
4
Kentucky
First Federal Bancorp
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In
thousands)
Three
months ended
|
||||||||
September
30,
|
||||||||
2010
|
2009
|
|||||||
Net
income (loss)
|
$ | 333 | $ | (362 | ) | |||
Other
comprehensive income (loss), net of tax-related effects:
|
||||||||
Unrealized
holding gains (losses) on securities available for sale
|
||||||||
during
the year, net of tax (benefit) of $- and $11 during the
|
||||||||
respective
periods.
|
- | (22 | ) | |||||
Comprehensive
income (loss)
|
$ | 333 | $ | (384 | ) |
See
accompanying notes.
5
Kentucky
First Federal Bancorp
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
(In
thousands)
Three
months ended
|
||||||||
September
30,
|
||||||||
2010
|
2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income (loss)
|
$ | 333 | $ | (362 | ) | |||
Adjustments
to reconcile net income (loss) to net cash
|
||||||||
provided
by operating activities:
|
||||||||
Amortization
of premiums and discounts on investment securities - net
|
- | -- | ||||||
Depreciation
|
44 | 42 | ||||||
Amortization
of deferred loan origination (fees) costs
|
(10 | ) | (1 | ) | ||||
Amortization
of premiums on FHLB advances
|
(38 | ) | (113 | ) | ||||
Amortization
of core deposit intangibles
|
33 | 32 | ||||||
Net
gain on sale of loans
|
(28 | ) | (28 | ) | ||||
Net
loss (gain) on sale of real estate owned
|
(2 | ) | 12 | |||||
ESOP
compensation expense
|
49 | - | ||||||
Amortization
of stock benefit plans and stock options expense
|
26 | 141 | ||||||
Earnings
on bank-owned life insurance
|
(23 | ) | (23 | ) | ||||
Provision
for loan losses
|
25 | 968 | ||||||
Origination
of loans held for sale
|
(980 | ) | (1,628 | ) | ||||
Proceeds
from loans held for sale
|
789 | 1,886 | ||||||
Increase
(decrease) in cash, due to changes in:
|
||||||||
Accrued
interest receivable
|
7 | 41 | ||||||
Prepaid
expenses and other assets
|
46 | (9 | ) | |||||
Accrued
interest payable
|
(1 | ) | -- | |||||
Accounts
payable and other liabilities
|
171 | (397 | ) | |||||
Net
cash provided by operating activities
|
441 | 561 | ||||||
Cash
flows from investing activities:
|
||||||||
Investment
securities maturities, prepayments and calls:
|
||||||||
Held
to maturity
|
614 | 3,493 | ||||||
Available
for sale
|
2 | 44 | ||||||
Loans
originated for investment, net of principal collected
|
(470 | ) | (505 | ) | ||||
Proceeds
from sale of real estate owned
|
342 | 42 | ||||||
Additions
to premises and equipment, net
|
(14 | ) | (15 | ) | ||||
Net
cash provided by investing activities
|
474 | 3,059 | ||||||
Cash
flows from financing activities:
|
||||||||
Net
change in deposits
|
(321 | ) | 1,568 | |||||
Payments
by borrowers for taxes and insurance, net
|
260 | 152 | ||||||
Proceeds
from Federal Home Loan Bank advances
|
5,000 | 1,000 | ||||||
Repayments
on Federal Home Loan Bank advances
|
(5,678 | ) | (7,038 | ) | ||||
Dividends
paid on common stock
|
(278 | ) | (283 | ) | ||||
Treasury
stock repurchases
|
(171 | ) | -- | |||||
Net
cash used in financing activities
|
(1,188 | ) | (4,601 | ) | ||||
Net
increase (decrease) in cash and cash equivalents
|
(273 | ) | (981 | ) | ||||
Beginning
cash and cash equivalents
|
8,362 | 4,217 | ||||||
Ending
cash and cash equivalents
|
$ | 8,089 | $ | 3,236 |
See accompanying notes.
6
Kentucky
First Federal Bancorp
CONSOLIDATED
STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(In
thousands)
Three
months ended
|
||||||||
September
30,
|
||||||||
2010
|
2009
|
|||||||
Supplemental
disclosure of cash flow information:
|
||||||||
Cash
paid during the period for:
|
||||||||
Federal
income taxes
|
$ | 100 | $ | 200 | ||||
Interest
on deposits and borrowings
|
$ | 1,021 | $ | 1,479 | ||||
Transfers
from loans to real estate acquired
|
||||||||
through
foreclosure, net
|
$ | 412 | $ | 91 | ||||
Loans
made on sale of real estate acquired
|
||||||||
through
foreclosure
|
$ | 61 | $ | -- | ||||
Capitalization
of mortgage servicing rights
|
$ | 6 | $ | 10 | ||||
See
accompanying notes.
7
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Three-months
ended September 30, 2010 and 2009
(unaudited)
On March
2, 2005, First Federal Savings and Loan Association of Hazard (“First Federal of
Hazard” or the “Association”) completed a Plan of Reorganization (the “Plan” or
the “Reorganization”) pursuant to which the Association reorganized into the
mutual holding company form of ownership with the incorporation of a stock
holding company, Kentucky First Federal Bancorp (the “Company”) as parent of the
Association. Coincident with the Reorganization, the Association
converted to the stock form of ownership, followed by the issuance of all the
Association’s outstanding stock to Kentucky First Federal
Bancorp. Completion of the Plan of Reorganization
culminated with Kentucky First Federal Bancorp issuing 4,727,938 common shares,
or 55% of its common shares, to First Federal Mutual Holding Company (“First
Federal MHC”), a federally chartered mutual holding company, with 2,127,572
common shares, or 24.8% of its shares offered for sale at $10.00 per share to
the public and a newly formed Employee Stock Ownership Plan
(“ESOP”). The Company received net cash proceeds of $16.1 million
from the public sale of its common shares. The Company’s remaining
1,740,554 common shares were issued as part of the $31.4 million cash and stock
consideration paid for 100% of the common shares of Frankfort First Bancorp
(“Frankfort First”) and its wholly-owned subsidiary, First Federal Savings Bank
of Frankfort (“First Federal of Frankfort”). The acquisition was
accounted for using the purchase method of accounting and resulted in the
recordation of goodwill and other intangible assets totaling $15.4
million.
1. Basis of
Presentation
The
accompanying unaudited consolidated financial statements, which represent the
consolidated balance sheets and results of operations of the Company, were
prepared in accordance with the instructions for Form 10-Q and, therefore, do
not include information or footnotes necessary for a complete presentation of
financial position, results of operations and cash flows in conformity with U.S.
generally accepted accounting principles. However, in the opinion of
management, all adjustments (consisting of only normal recurring adjustments)
which are necessary for a fair presentation of the consolidated financial
statements have been included. The results of operations for the
three-month period ended September 30, 2010, are not necessarily indicative of
the results which may be expected for an entire fiscal year. The
consolidated balance sheet as of June 30, 2010 has been derived from the audited
consolidated balance sheet as of that date. Certain information and
note disclosures normally included in the Company’s annual financial statements
prepared in accordance with U.S. generally accepted accounting principles have
been condensed or omitted. These consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company’s Form 10-K annual report for 2010 filed
with the Securities and Exchange Commission.
2. Principles of
Consolidation
The
consolidated financial statements include the accounts of the Company, Frankfort
First, and its wholly-owned banking subsidiaries, First Federal of Hazard and
First Federal of Frankfort (collectively hereinafter “the
Banks”). All intercompany transactions and balances have been
eliminated in consolidation.
8
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Three-months
ended September 30, 2010 and 2009
(unaudited)
3. Earnings Per
Share
Diluted
earnings per share is computed taking into consideration common shares
outstanding and dilutive potential common shares to be issued or released under
the Company’s share-based compensation plans. There is no adjustment
to net earnings for the calculation of diluted earnings per
share. The factors used in the basic and diluted earnings per share
computations follow:
Three
months ended September 30,
|
||||||||
2010
|
2009
|
|||||||
Net
income (loss)
|
$ | 333 | $ | (362 | ) | |||
Less
earnings (loss) allocated to unvested shares
|
4 | (2 | ) | |||||
Net
income (loss) allocated to common shareholders, basis and
diluted
|
$ | 329 | $ | (360 | ) |
Three
months ended September 30,
|
||||||||
2010
|
2009
|
|||||||
Basic
|
||||||||
Weighted-average
common shares including unvested
|
||||||||
Common
shares outstanding
|
7,500,847 | 7,564,579 | ||||||
Less:
Weighted-average unvested common shares
|
25,900 | 51,800 | ||||||
Weighted-average
common shares outstanding
|
7,474,947 | 7,512,779 | ||||||
Diluted
|
||||||||
Add:
Dilutive effect of assumed exercise of stock options
|
- | - | ||||||
Weighted-average
common shares outstanding (diluted)
|
7,474,947 | 7,512,779 |
There
were 325,800 and 339,200 stock option shares outstanding for the three-month
periods ended September 30, 2010 and 2009, respectively, which were antidilutive
for the respective periods
4. New Accounting
Standards
ASC Topic 860, “Transfers
and Servicing.” Effective
July 1, 2010, the Company adopted new accounting guidance under ASC Topic 860,
which requires more information about transfers of financial assets, including
securitization transactions, and where entities have continuing exposure to the
risks related to transferred financial assets. The guidance
eliminates the concept of a “qualifying special-purpose entity,” changes the
requirements for derecognizing financial assets, and requires additional
disclosures about continuing involvements with transferred financial assets
including information about gains and losses resulting from transfers during the
period. The adoption of this accounting guidance did not have a
material impact on the Company’s consolidated financial position or results of
operations.
9
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Three-months
ended September 30, 2010 and 2009
(unaudited)
4. New Accounting
Standards (continued)
ASC Topic 810, “Consolidation.” Effective July
1, 2010, the Company adopted new accounting guidance under ASC Topic 810, which
amends prior guidance to change how a reporting entity determines when an entity
is insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. The determination of whether a
reporting entity is required to consolidate another entity is based on, among
other things, the other entity’s purpose and design and the reporting entity’s
ability to direct the activities of the other entity that most significantly
impact the other entity’s economic performance. The new guidance
requires a number of new disclosures about an entity’s involvement with variable
interest entities and any significant changes in risk exposure due to that
involvement. A reporting entity will also be required to disclose how
its involvement with a variable interest entity affects the reporting entity’s
financial statements. The adoption of this accounting guidance did
not have a material impact on the Company’s consolidated financial position or
results of operations.
5. Investment
Securities
The
amortized cost, gross unrealized gains, gross unrealized losses and estimated
fair values of investment securities are summarized as follows:
September
30, 2010
|
||||||||||||||||
Gross
|
Gross
|
Estimated
|
||||||||||||||
Amortized
|
unrealized
|
unrealized
|
fair
|
|||||||||||||
cost
|
gains
|
losses
|
value
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Available-for-sale
Securities
|
||||||||||||||||
Agency
mortgage-backed: residential
|
$ | 238 | $ | 7 | $ | (1 | ) | $ | 244 | |||||||
Held-to-maturity
Securities
|
||||||||||||||||
Agency
mortgage-backed: residential
|
$ | 8,821 | $ | 547 | $ | - | $ | 9,368 |
June
30, 2010
|
||||||||||||||||
Gross
|
Gross
|
Estimated
|
||||||||||||||
Amortized
|
unrealized
|
unrealized
|
fair
|
|||||||||||||
cost
|
gains
|
losses
|
value
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Available-for-sale
Securities
|
||||||||||||||||
Agency
mortgage-backed: residential
|
$ | 240 | $ | 7 | $ | (1 | ) | $ | 246 | |||||||
Held-to-maturity
Securities
|
||||||||||||||||
Agency
mortgage-backed: residential
|
$ | 9,435 | $ | 591 | $ | - | $ | 10,026 |
Our
securities holdings consist of mortgage-backed securities, which do not have a
single maturity date.
There
were no sales of investment securities during the fiscal year ended June 30,
2010 or the three-month period ended September 30, 2010.
10
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Three-months
ended September, 2010 and 2009
(unaudited)
5. Investment Securities
(continued)
We
evaluated securities in unrealized loss positions for evidence of
other-than-temporary impairment, considering duration, severity, financial
condition of the issuer, our intention to sell or requirement to
sell. Management does not believe other-than-temporary impairment is
evident.
6. Loans
Receivable
The
composition of the loan portfolio was as follows:
September
30,
|
June
30,
|
|||||||
2010
|
2010
|
|||||||
(In
thousands)
|
||||||||
Residential
real estate
|
||||||||
One-
to four-family
|
$ | 163,183 | $ | 165,818 | ||||
Multi-family
|
8,217 | 6,689 | ||||||
Construction
|
1,643 | 1,916 | ||||||
Nonresidential
real estate and land
|
12,265 | 10,943 | ||||||
Loans
on deposits
|
2,409 | 2,754 | ||||||
Consumer
and other
|
5,049 | 4,802 | ||||||
192,766 | 192,922 | |||||||
Less:
|
||||||||
Undisbursed
portion of loans in process
|
640 | 631 | ||||||
Deferred
loan origination fees (cost)
|
(54 | ) | 138 | |||||
Allowance
for loan losses
|
1,519 | 1,535 | ||||||
$ | 190,661 | $ | 190,618 |
Individually
impaired loans were as follows:
September
30,
|
June
30,
|
|||||||
2010
|
2010
|
|||||||
(In
thousands)
|
||||||||
|
||||||||
Loans
with no allocated allowance for loan losses
|
$ | 1,737 | $ | 1,348 | ||||
Loans
with allocated allowance for loan losses
|
4,957 | 5,370 | ||||||
Total
|
$ | 6,694 | $ | 6,718 | ||||
Amount
of allowance for loan losses allocated
|
$ | 865 | $ | 904 |
11
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Three-months
ended September 30, 2010 and 2009
(unaudited)
6. Loans Receivable
(continued)
Nonperforming
loans were as follows:
September
30,
|
June
30,
|
|||||||
2010
|
2010
|
|||||||
(In
thousands)
|
||||||||
Nonaccrual
loans
|
$ | 6,670 | $ | 7,671 | ||||
Restructured
loans
|
203 | -- | ||||||
Loans
past due 90 days or more and still accruing
|
38 | 112 | ||||||
Total
|
$ | 6,911 | $ | 7,783 |
Nonaccrual
loans and loans past due 90 days still on accrual include both smaller balance
homogeneous loans that are collectively evaluated for impairment and
individually classified impaired loans.
7. Allowance for Loan
Losses
The
activity in the allowance for loan losses is summarized as follows:
For
the Three Months Ended
|
||||||||
September
30,
|
September
30,
|
|||||||
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Beginning
balance
|
$ | 1,535 | $ | 678 | ||||
Provision
for losses on loans
|
25 | 968 | ||||||
Charge-offs
|
(41 | ) | (47 | ) | ||||
Ending
balance
|
$ | 1,519 | $ | 1,599 |
8. Commitments
As of
September 30, 2010, loan commitments and unused lines of credit totaled $11.4
million, including $640,000 in undisbursed construction loans, $1.9 million in
one- to four-family mortgage loans and $8.9 million in lines of credit secured
by equity in real property.
12
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Three-months
ended September 30, 2010 and 2009
(unaudited)
9. Disclosures About Fair Value
of Assets and Liabilities
ASC topic
820 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. ASC 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 active 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 instruments measured at
fair value, as well as the general classification of such instruments pursuant
to the valuation hierarchy.
Securities
Where
quoted market prices are available in an active market, securities are
classified within Level 1 of the valuation hierarchy. If quoted
market prices are not available, then fair values are estimated by using pricing
models, quoted prices of securities with similar
characteristics. Level 2 securities include agency mortgage-backed
securities.
Impaired
Loans
The fair
value of impaired loans with specific allocations of the allowance for loan
losses is generally based on recent independent real estate
appraisals. These appraisals may utilize a single valuation approach
or a combination of approaches including comparable sales and the income
approach. Adjustments are routinely made in the appraisal process by
the appraisers to adjust for difference between the comparable sales and income
data available. Such adjustments are usually significant and
typically result in a Level 3 classification of the inputs for determining fair
value. Independent appraisals for collateral-dependendent loans are
updated periodically (usually every 9-12 months).
Financial
assets measured at fair value on a recurring basis are summarized
below:
Fair
Value Measurements at September 30, 2010
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||
Quotes
Prices
|
||||||||||||||||
in
Active
|
Significant
|
|||||||||||||||
Markets
for
|
Other
|
Significant
|
||||||||||||||
Identical
|
Observable
|
Unobservable
|
||||||||||||||
Assets
|
Inputs
|
Inputs
|
||||||||||||||
Description
|
Fair
Value
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
||||||||||||
Agency
mortgage-backed: residential
|
$ | 244 | $ | - | $ | 244 | $ | - |
13
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Three-months
ended September 30, 2010 and 2009
(unaudited)
9. Disclosures About Fair Value
of Assets and Liabilities (continued)
Fair
Value Measurements at June 30, 2010
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||
Quotes
Prices
|
||||||||||||||||
in
Active
|
Significant
|
|||||||||||||||
Markets
for
|
Other
|
Significant
|
||||||||||||||
Identical
|
Observable
|
Unobservable
|
||||||||||||||
Assets
|
Inputs
|
Inputs
|
||||||||||||||
Description
|
Fair
Value
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
||||||||||||
Agency
mortgage-backed: residential
|
$
|
246
|
$
|
-
|
$
|
246
|
$
|
-
|
Assets
measured at fair value on a non-recurring basis are summarized
below:
Fair
Value Measurements at September 30, 2010
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||
Quotes
Prices
|
||||||||||||||||
in
Active
|
Significant
|
|||||||||||||||
Markets
for
|
Other
|
Significant
|
||||||||||||||
Identical
|
Observable
|
Unobservable
|
||||||||||||||
Assets
|
Inputs
|
Inputs
|
||||||||||||||
Description
|
Fair
Value
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
||||||||||||
Impaired
loans
|
$
|
4,092
|
$
|
-
|
$
|
-
|
$
|
4,092
|
Impaired
loans with allocated allowance for loan losses had a carrying amount of $5.0
million and a specific valuation allowance of $865,000 at September 30,
2010. A specific allowance provision of $21,000 was made for the
three month period ended September 30, 2010.
Fair
Value Measurements at June 30, 2010
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||
Quotes
Prices
|
||||||||||||||||
in
Active
|
Significant
|
|||||||||||||||
Markets
for
|
Other
|
Significant
|
||||||||||||||
Identical
|
Observable
|
Unobservable
|
||||||||||||||
Assets
|
Inputs
|
Inputs
|
||||||||||||||
Fair
Value
|
(Level
1)
|
(Level
2)
|
(Level
3)
|
|||||||||||||
Impaired
loans
|
$
|
4,466
|
$
|
-
|
$
|
-
|
$
|
4,466
|
Impaired
loans, which are measured for impairment using the fair value of this collateral
for collateral-dependent loans, with allocated allowance for loan losses had a
carrying amount of $5.4 million with a valuation allowance of $904,000 at June
30,2010.
The
following disclosure of the fair value of financial instruments, both assets and
liabilities, whether or not recognized in the consolidated statement of
financial condition, for which it is practicable to estimate that
value. For financial instruments where quoted market prices are not
available, fair values are based on estimates using present value and other
valuation methods.
14
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Three-months
ended September 30, 2010 and 2009
(unaudited)
9. Disclosures About Fair Value
of Assets and Liabilities (continued)
The
methods used are greatly affected by the assumptions applied, including the
discount rate and estimates of future cash flows. Therefore, the fair
values presented may not represent amounts that could be realized in an exchange
for certain financial instruments.
The
following methods were used to estimate the fair value of all other financial
instruments recognized in the accompanying statements of financial condition at
amounts other than fair value at September 30, 2010 and June 30,
2010:
|
Cash and cash
equivalents and interest-bearing deposits: The carrying
amounts presented in the consolidated statements of financial condition
for cash and cash equivalents are deemed to approximate fair
value.
|
|
Held-to-maturity
securities: For held-to-maturity securities, fair value
is estimated by using pricing models, quoted price of securities with
similar characteristics, which is level 2
pricing.
|
|
Loans held for
sale: Loans originated and intended for sale in the
secondary market are determined by FHLB pricing
schedules.
|
|
Loans: The
loan portfolio has been segregated into categories with similar
characteristics, such as one- to four-family residential, multi-family
residential and nonresidential real estate. These loan
categories were further delineated into fixed-rate and adjustable-rate
loans. The fair values for the resultant loan categories were
computed via discounted cash flow analysis, using current interest rates
offered for loans with similar terms to borrowers of similar credit
quality. For loans on deposit accounts and consumer and other
loans, fair values were deemed to equal the historic carrying
values.
|
|
Federal Home Loan Bank
stock: It is not practicable to determine the fair value
of FHLB stock due to restrictions placed on its
transferability.
|
|
Accrued interest
receivable: The carrying amount is the estimated fair
value.
|
|
Deposits: The
fair value of NOW accounts, passbook accounts, and money market deposits
are deemed to approximate the amount payable on demand. Fair
values for fixed-rate certificates of deposit have been estimated using a
discounted cash flow calculation using the interest rates currently
offered for deposits of similar remaining
maturities.
|
|
Advances from the
Federal Home Loan Bank: The fair value of these advances
is estimated using the rates currently offered for similar advances of
similar remaining maturities or, when available, quoted market
prices.
|
Advances by borrowers for
taxes and insurance and accrued interest payable: The carrying
amount presented in the consolidated statement of financial condition is deemed
to approximate fair value.
15
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Three-months
ended September 30, 2010 and 2009
(unaudited)
9. Disclosures About Fair Value
of Assets and Liabilities (continued)
Commitments to extend
credit: For fixed-rate and adjustable-rate loan commitments,
the fair value estimate considers the difference between current levels of
interest rates and committed rates. The fair value of outstanding
loan commitments at September 30, 2010 and June 30, 2010, was not
material.
Based on
the foregoing methods and assumptions, the carrying value and fair value of the
Company’s financial instruments at September 30, 2010 and June 30, 2010 are as
follows:
September
30, 2010
|
June
30, 2010
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
value
|
value
|
value
|
value
|
|||||||||||||
(In
Thousands)
|
||||||||||||||||
Financial
assets
|
||||||||||||||||
Cash
and cash equivalents
|
$ | 8,089 | $ | 8,089 | $ | 8,362 | $ | 8,362 | ||||||||
Interest-earning
deposits
|
100 | 100 | 100 | 100 | ||||||||||||
Available-for-sale
securities
|
244 | 244 | 246 | 246 | ||||||||||||
Held-to-maturity
securities
|
8,821 | 9,368 | 9,435 | 10,026 | ||||||||||||
Loans
held for sale
|
589 | 602 | 370 | 383 | ||||||||||||
Loans
receivable - net
|
190,661 | 197,801 | 190,618 | 198,203 | ||||||||||||
Federal
Home Loan Bank stock
|
5,641 | n/a | 5,641 | n/a | ||||||||||||
Accrued
interest receivable
|
511 | 511 | 518 | 518 | ||||||||||||
Financial
liabilities
|
||||||||||||||||
Deposits
|
$ | 144,648 | $ | 146,769 | $ | 144,969 | $ | 147,280 | ||||||||
Advances
from the Federal Home Loan Bank
|
31,293 | 30,450 | 32,009 | 30,590 | ||||||||||||
Advances
by borrowers for taxes and insurance
|
595 | 595 | 335 | 335 | ||||||||||||
Accrued
interest payable
|
144 | 144 | 145 | 145 |
16
Kentucky
First Federal Bancorp
ITEM
2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
Forward-Looking
Statements
Certain
statements contained in this report that are not historical facts are
forward-looking statements that are subject to certain risks and
uncertainties. When used herein, the terms “anticipates,” “plans,”
“expects,” “believes,” and similar expressions as they relate to Kentucky First
Federal Bancorp or its management are intended to identify such forward looking
statements. Kentucky First Federal Bancorp’s actual results,
performance or achievements may materially differ from those expressed or
implied in the forward-looking statements. Risks and uncertainties
that could cause or contribute to such material differences include, but are not
limited to, general economic conditions, prices for real estate in the Company’s
market areas, interest rate environment, competitive conditions in the financial
services industry, changes in law, governmental policies and regulations,
rapidly changing technology affecting financial services and the other matters
mentioned in Item 1A of the Company’s Annual Report on Form 10-K for the year
ended June 30, 2010.
Average Balance
Sheets
The
following table represents the average balance sheets for the three month
periods ended September 30, 2010 and 2009, along with the related calculations
of tax-equivalent net interest income, net interest margin and net interest
spread for the related periods.
Three
Months Ended September 30,
|
||||||||||||||||||||||||
2010
|
2009
|
|||||||||||||||||||||||
Average
Balance
|
Interest
And
Dividends
|
Yield/
Cost
|
Average
Balance
|
Interest
And
Dividends
|
Yield/
Cost
|
|||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||
Loans
|
$ | 192,549 | $ | 2,582 | 5.36 | % | $ | 190,458 | $ | 2,648 | 5.56 | % | ||||||||||||
Mortgage-backed
securities
|
9,463 | 101 | 4.27 | 12,079 | 129 | 4.27 | ||||||||||||||||||
Other
securities
|
-- | -- | -- | 5,476 | 47 | 3.43 | ||||||||||||||||||
Other
interest-earning
assets
|
14,060 | 63 | 1.79 | 9,674 | 70 | 2.89 | ||||||||||||||||||
Total
interest-earning
assets
|
216,072 | 2,746 | 5.08 | 217,687 | 2,894 | 5.32 | ||||||||||||||||||
Less:
Allowance for loan losses
|
(1,532 | ) | (678 | ) | ||||||||||||||||||||
Non-interest-earning
assets
|
22,836 | 21,025 | ||||||||||||||||||||||
Total
assets
|
$ | 237,376 | $ | 238,034 | ||||||||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||
Demand
deposits
|
$ | 13,091 | $ | 26 | 0.79 | % | $ | 11,584 | $ | 33 | 1.14 | % | ||||||||||||
Savings
|
29,563 | 74 | 1.00 | 29,716 | 75 | 1.01 | ||||||||||||||||||
Certificates
of deposit
|
101,277 | 639 | 2.52 | 98,815 | 842 | 3.41 | ||||||||||||||||||
Total
deposits
|
143,931 | 739 | 2.05 | 140,115 | 950 | 2.71 | ||||||||||||||||||
Borrowings
|
32,537 | 243 | 2.99 | 35,879 | 416 | 4.64 | ||||||||||||||||||
Total
interest-bearing liabilities
|
176,468 | 982 | 2.23 | 175,994 | 1,366 | 3.11 | ||||||||||||||||||
Noninterest-Bearing
demand deposits
|
1,088 | 983 | ||||||||||||||||||||||
Noninterest-bearing
liabilities
|
3,416 | 2,850 | ||||||||||||||||||||||
Total
liabilities
|
179,884 | 179,827 | ||||||||||||||||||||||
Shareholders’
equity
|
57,492 | 58,207 | ||||||||||||||||||||||
Total
liabilities and shareholders’ equity
|
$ | 237,376 | $ | 238,034 | ||||||||||||||||||||
Net
interest income/average yield
|
$ | 1,764 | 2.85 | % | $ | 1,528 | 2.21 | % | ||||||||||||||||
Net
interest margin
|
3.27 | % | 2.81 | % | ||||||||||||||||||||
Average
interest-earning assets to average
interest-bearing liabilities
|
122.44 | % | 123.69 | % |
17
Kentucky
First Federal Bancorp
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS (continued)
Discussion of Financial
Condition Changes from June 30, 2010 to September 30, 2010
Assets: At
September 30, 2010, the Company’s assets totaled $236.3 million, a decrease of
$648,000, or 0.3%, from total assets at June 30, 2010. This decrease
was attributed primarily a decrease in investment securities and cash and
equivalents.
Cash and cash
equivalents: Cash and cash
equivalents decreased by $273,000 to $8.1 million at September 30,
2010. It is management’s intention to continue deploying excess
liquidity into mortgage loans to the extent possible, while maintaining adequate
liquidity at all times.
Loans: Loans
receivable, net, increased by $43,000 or 0.02% to $190.7 million at September
30, 2010, despite a $25,000 provision for allowance for loan losses during the
quarter. Management continues to look for high-quality loans to add
to its portfolio and will continue to emphasize loan originations to the extent
that it is profitable and prudent.
Non-Performing
Loans: At September 30,
2010, the Company had non-performing loans of approximately $6.9 million, or
3.60% of total loans, compared to $7.8 million or 4.05%, of total loans at June
30, 2010. At September 30, 2010, the Company’s allowance for loan losses
of $1.5 million represented 21.98% of nonperforming loans and 0.79% of total
loans compared to a similar allowance balance of $1.5 million at June 30, 2010,
representing 19.72% of nonperforming loans and 0.8% of total loans.
The
Company had $7.4 million in assets classified as substandard for regulatory
purposes at September 30, 2010, including loans and real estate acquired through
foreclosure (“REO”). Classified assets as a percentage of net loans
was 3.9% and 4.3% at September 30, 2010 and June 30, 2010,
respectively. REO at September 30, 2010, included six single-family
homes and one 8-plex with an aggregate carrying value of
$820,000. All substandard loans were secured by residential property
on which the banks have priority lien position. The table below
summarizes substandard loans at September 30, 2010:
Number
|
||||||||
of
|
Carrying
|
|||||||
Loans
|
Value
|
|||||||
1-4
family, owner occupied
|
32 | $ | 1,880 | |||||
1-4
family, non-owner occupied
|
22 | 4,856 | ||||||
Multi-family,
non-owner
occupied
|
1 | 667 | ||||||
Total
substandard
loans
|
55 | $ | 7,403 |
Included
in classified loans is one credit relationship which was determined to be
impaired during the three-month period ended September 30,
2009. Since that time foreclosure action has been commenced against
the borrower and for the three months ended September 30, 2010, the Company has
been overseeing the rental units under its assignment of rents. At
September 30, 2010, loans to this borrower totaled $4.7 million, which had been
written down to their estimated fair value of $3.8 million and have underlying
collateral of 1-4 family residential rental units.
18
Kentucky
First Federal Bancorp
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS (continued)
Discussion of Financial
Condition Changes from June 30, 2010 to September 30, 2010
(continued)
At
September 30 2010, the Company had $184,000 of loans classified as special
mention compared to $269,000 at June 30, 2010. This category includes
assets which do not currently expose us to a sufficient degree of risk to
warrant classification, but do possess credit deficiencies or potential
weaknesses deserving our close attention. At September 30, 2010, no
loans were classified as doubtful or loss for regulatory purposes.
Investment and
Mortgage-Backed Securities: At September 30,
2010, the Company’s investment and mortgage-backed securities had decreased
$616,000 or 6.4% to $9.1 million.
Liabilities: At September 30, 2010,
the Company’s liabilities totaled $178.6 million, a decrease of $607,000, or
0.3%, from total liabilities at June 30, 2010. The decrease in
liabilities was attributed primarily to a $716,000, or 2.2%, decrease in Federal
Home Loan Bank advances, which decreased to $31.3 million at September 30, 2010,
while deposits decreased $321,000 or 0.2% to $144.6 million at
September 30, 2010. Approximately $6.9 million in FHLB advances will
mature within the next twelve months. Management plans to
refinance a portion of its advances utilizing longer-term products at prevailing
interest rates, which are lower than the rates currently being paid on the
advances.
Shareholders’
Equity: At September 30, 2010, the Company’s shareholders’
equity totaled $57.7 million, a decrease of $41,000 or 0.1% from the June 30,
2010 total. The primary reason for the decline was the repurchase of
the Company’s stock. The Company purchased 20,000 shares of its own
common stock for $171,000.
The
Company paid a dividend of $278,000 or 83.4% of net income for the quarter just
ended. First Federal MHC has waived its right to dividends on its
common shares of the Company. The Company believes that a strong
dividend is appropriate in light of the high level of capital that both banks
now have. At September 30, 2010, capital on a consolidated basis and
at each of the banks exceeded the level necessary to be considered “well
capitalized” and was sufficient, in management’s opinion, to support foreseeable
growth. Management believes that a relatively high dividend yield is
beneficial in that it makes the Company’s stock attractive in the market and
helps in the retention of long-term investors. Management cannot
speculate on future dividend levels. Various factors, including
capital levels, income levels, liquidity levels, regulatory requirements and
overall financial condition of the Company are considered before dividends are
declared. However, management continues to believe that a strong
dividend is consistent with the Company’s long-term capital management
strategy.
Comparison of Operating
Results for the Three-Month Periods Ended September 30, 2010 and
2009
General
Net
income totaled $333,000 for the three months ended September 30, 2010, an
increase of $695,000 from the net loss of $362,000 for the same period in
2009. The increase was primarily attributable to a decrease of
$943,000 in the provision for loan loss from $968,000 for the prior year period
to $25,000 during the current period. Also contributing to the
increase in net income was an increase in net interest income from period to
period.
Net Interest
Income
Net
interest income increased $236,000 or 15.4% to $1.8 million for the three month
period ended September 30, 2010, compared to the 2009 period, due to interest
expense decreasing at a faster pace than interest income. Interest
income decreased by $148,000, or 5.1%, to $2.7 million, while interest expense
decreased $384,000 or 28.1% to $982,000 for the three months ended September 30,
2010.
19
Kentucky
First Federal Bancorp
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS (continued)
Comparison of Operating
Results for the Three-Month Periods Ended September 30, 2010 and 2009
(continued)
Net Interest Income
(continued)
Interest
income on loans decreased $66,000 or 2.5% to $2.6 million, due primarily to a
decrease in the average rate earned on the loan portfolio. The
average balance of loans outstanding for the three month period ended September
30, 2010, increased $2.1 million or 1.1% to an average of $192.5 million for the
three months just ended, while the average rate earned declined 20 basis points
to 5.36%. Interest income on investments and mortgage-backed
securities decreased $75,000 or 42.6% to $101,000 for the three months ended
September 30, 2010, primarily as a result of maturity of the investment
securities. The average balance of other securities outstanding
declined from $5.5 million for the three months ended September 30, 2009 to zero
for the current period ended, while mortgage-backed residential securities
decreased $2.7 million or 21.7% to $9.5 million for the three month period ended
September 30, 2010, while the average rate earned on those assets remained at
4.27%.
Interest
expense on deposits and borrowings both declined period to
period. Interest expense on deposits decreased $211,000 or 22.2% to
$739,000 for the three month period ended September 30, 2010, while interest
expense on borrowings declined $173,000 or 41.6% to $243,000 for the same
period. The decline in interest expense on deposits was attributed
primarily to a reduction in the average rate paid on the deposits, as the
average balance of deposits increased period to period. The average
rate paid on deposits decreased 66 basis points to 2.05% for the most recent
period, while the average balance of interest-bearing deposits increased $3.8
million or 2.7% to $143.9 million. The decline in interest expense on
borrowings was attributed both to lower interest rates paid and lower average
borrowings outstanding. The average balance of borrowings declined
$3.3 million or 9.3% to $32.5 million for the most recent period, while the
average rate paid on borrowings decreased 165 basis points to 2.99% for the
recently ended three-month period.
The
following table represents key portfolio performance metrics:
For
the Three Months Ended
|
||||||||
September
30,
|
September
30,
|
|||||||
2010
|
2009
|
|||||||
Interest
rate spread
|
2.85 | % | 2.21 | % | ||||
Net
interest margin
|
3.27 | % | 2.81 | % |
Provision for Losses on
Loans
The
Company charges a provision for losses on loans to earnings to bring the total
allowance for loan losses to a level considered appropriate by management based
on historical experience, the volume and type of lending conducted by the Banks,
the status of past due principal and interest payments, general economic
conditions, particularly as such conditions relate to the Banks’ market areas
and other factors related to the collectibility of the Banks’ loan portfolio.
The Company recorded a provision for losses on loans of $25,000 during the three
months ended September 30, 2010, compared to a provision of $968,000 for the
three months ended September 30, 2009. As discussed previously, the
large provision in the year-ago period was primarily attributable to one
borrower. There can be no assurance that the loan loss allowance will
be adequate to absorb unidentified losses on loans in the portfolio, which could
adversely affect the Company’s results of operations.
20
Kentucky
First Federal Bancorp
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS (continued)
Comparison of Operating
Results for the Three-Month Periods Ended September 30, 2010 and 2009
(continued)
Non-interest
Income
Non-interest
income totaled $80,000 for the three months ended September 30, 2010, an
increase of $13,000 from the same period in 2009, primarily as a result of gain
versus loss on sale of other real estate owned (“OREO”). The gain on
sale of OREO was $2,000 for the three month period just ended
compared with a loss of $12,000 for the prior year period.
Non-interest
Expense
Non-interest
expense totaled $1.3 million for the three months ended September 30, 2010, an
increase of $149,000, or 12.7%, compared to the same period in
2009. The increase was due primarily to an increase in employee
compensation and benefits and other operating expenses. Employee
compensation and benefits increased 7.1% or $53,000 to $798,000 for the three
month period just ended as a result of higher retirement plan contributions.
Retirement contributions increased $52,000 or 66.7% to $130,000 for the three
month period just ended to increase funding levels in response to decreased
earnings on plan assets in recent years. Other operating expense
totaled $208,000 for the three months ended September 30, 2010, an increase of
$55,000, or 35.9%, from the same period in 2009, primarily as a result of
increased foreclosure and legal fees. Foreclosure costs were $21,000
for the most recent quarterly period, while legal fees increased $19,000 or
147.5% to $32,000 for the quarter just ended. The increase in legal
fees was primarily attributed to the Company’s efforts to obtain a refund of
federal income taxes, which had been previously denied by the Internal Revenue
Service.
Federal Income Tax
Expense
The
provision for federal income taxes totaled $160,000 for the three months ended
September 30, 2010, compared to a credit of $188,000 claimed for federal income
tax expense in the same period in 2009. The effective tax rates were
32.5% and 34.2% for the three month periods ended September 30, 2010 and 2009,
respectively.
ITEM
3: Quantitative and Qualitative
Disclosures About Market Risk
This item
is not applicable as the Company is a smaller reporting company.
ITEM
4: Controls
and Procedures
The
Company’s Chief Executive Officer and Chief Financial Officer have evaluated the
Company’s disclosure controls and procedures (as defined under Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end
of the period covered by this report. Based upon that evaluation and
a material weakness identified as of June 30, 2010 (see the Company’s Form 10-K
filed October 6, 2010), the Chief Executive Officer and Chief Financial Officer
have concluded that the Company’s disclosure controls and procedures were
ineffective. In response to the material weakness the Company is
working with its external audit firm to revise its
procedures. Notwithstanding the evaluation and initiation of the
necessary remedial actions, the material weakness in our internal controls over
financial reporting will not be considered remediated until the new controls are
fully implemented, in operation for a sufficient period of time, tested, and
concluded by management to be operating effectively.
21
Kentucky
First Federal Bancorp
PART
II
ITEM
1. Legal
Proceedings
Not
applicable.
ITEM
1A. Risk
Factors
The
Registrant’s risk factors have not changed from those set forth in the Annual
Report on Form 10-K.
ITEM
2. Unregistered
Sales of Equity Securities and Use of Proceeds
(c) The
following table sets forth information regarding Company’s repurchases of its
common stock during the quarter ended September 30, 2010.
Period
|
Total #
of shares purchased
|
Average price
paid per share (incl commissions)
|
Total
# of shares purchased as part of publicly announced
plans or programs
|
Maximum
# of shares that may yet be purchased under the plans or
programs
|
||||||||||||
July
1-31, 2010
|
20,000 | $ | 8.57 | 20,000 | 97,500 | |||||||||||
August
1-31, 2010
|
-- | $ | -- | -- | 97,500 | |||||||||||
September
1-30, 2010
|
-- | $ | -- | -- | 97,500 |
(1)
On May 14, 2010, the Company announced the completion of the stock repurchase
program begun on October 17, 2008 and initiated another program for the
repurchase of up to 150,000 shares of its Common Stock
ITEM
3. Defaults Upon
Senior Securities
Not
applicable.
ITEM
4. Removed and
Reserved.
ITEM
5. Other
Information
None.
ITEM
6. Exhibits
3.11
|
Charter
of Kentucky First Federal Bancorp
|
3.21
|
Bylaws
of Kentucky First Federal Bancorp
|
4.11
|
Specimen
Stock Certificate of Kentucky First Federal Bancorp
|
31.1
|
CEO
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
31.2
|
CFO
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
32.1
|
CEO
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32.2
|
CFO
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
(1)Incorporated
herein by reference to the Company’s Registration Statement on Form S-1 (File
No. 333-119041).
22
Kentucky
First Federal Bancorp
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.
KENTUCKY FIRST FEDERAL BANCORP | |||
Date:
November 15,
2010
|
By:
|
/s/ Tony D. Whitaker | |
Tony D. Whitaker | |||
Chairman of the Board and Chief Executive Officer | |||
Date:
November 15,
2010
|
By:
|
/s/ R. Clay Hulette | |
R. Clay Hulette | |||
Vice President and Chief Financial Officer | |||
23