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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)

(606) 436-3860 
(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).
 
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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  
       
       
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