Kentucky First Federal Bancorp - Quarter Report: 2010 March (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
EXCHANGE ACT OF 1934
For the
quarterly period ended March
31,
2010
OR
¨ 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
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
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 xNo
¨
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 ¨
|
Accelerated filer ¨
|
|
Non-accelerated filer ¨
|
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 ¨ 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 May 14, 2010, the latest
practicable date, the Corporation had 7,840,534 shares of $.01 par value common
stock outstanding.
INDEX
Page
|
|||
PART
I -
|
ITEM
1
|
FINANCIAL
INFORMATION
|
|
Consolidated
Balance Sheets
|
3
|
||
Consolidated
Statements of Income
|
4
|
||
Consolidated
Statements of Comprehensive Income
|
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
|
20
|
|
ITEM
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
26
|
|
ITEM
4
|
Controls
and Procedures
|
26
|
|
PART II - OTHER INFORMATION |
27
|
||
SIGNATURES
|
28
|
2
PART
I
ITEM 1:
Financial
Information
Kentucky
First Federal Bancorp
CONSOLIDATED
BALANCE SHEETS
(Unaudited)
(Dollars
in thousands, except per share data)
March 31,
|
June 30,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Cash
and due from financial institutions
|
$ | 968 | $ | 1,548 | ||||
Interest-bearing
demand deposits
|
2,438 | 2,669 | ||||||
Cash
and cash equivalents
|
3,406 | 4,217 | ||||||
Interest-bearing
deposits
|
100 | 100 | ||||||
Available-for-sale
securities
|
5,280 | 5,451 | ||||||
Held-to-maturity
securities, at amortized cost- approximate fair value of $10,596 and
$15,317 at March 31, 2010 and June 30, 2009, respectively
|
10,158 | 14,999 | ||||||
Loans
held for sale
|
95 | 230 | ||||||
Loans
receivable
|
193,329 | 189,609 | ||||||
Allowance
for loan losses
|
(1,689 | ) | (678 | ) | ||||
Real
estate acquired through foreclosure
|
110 | 109 | ||||||
Office
premises and equipment, net
|
2,761 | 2,844 | ||||||
Federal
Home Loan Bank stock
|
5,641 | 5,641 | ||||||
Accrued
interest receivable
|
644 | 750 | ||||||
Bank-owned
life insurance
|
2,490 | 2,428 | ||||||
Goodwill
|
14,507 | 14,507 | ||||||
Other
intangible assets, net
|
251 | 349 | ||||||
Prepaid
federal income taxes
|
298 | — | ||||||
Prepaid
expenses and other assets
|
974 | 345 | ||||||
Total
assets
|
$ | 238,355 | $ | 240,901 | ||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
Deposits
|
$ | 144,450 | $ | 139,743 | ||||
Advances
from the Federal Home Loan Bank
|
33,663 | 40,156 | ||||||
Advances
by borrowers for taxes and insurance
|
163 | 290 | ||||||
Accrued
interest payable
|
164 | 189 | ||||||
Accrued
federal income taxes
|
— | 67 | ||||||
Deferred
federal income taxes
|
1,384 | 1,339 | ||||||
Other
liabilities
|
606 | 723 | ||||||
Total
liabilities
|
180,430 | 182,507 | ||||||
Commitments
and contingencies (Note 8)
|
- | - | ||||||
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
|
36,568 | 36,223 | ||||||
Retained
earnings
|
31,223 | 31,930 | ||||||
Shares
acquired by stock benefit plans
|
(2,415 | ) | (2,557 | ) | ||||
Treasury
shares at cost, 745,530 and 728,930 common shares at March 31, 2010 and
June 30, 2009, respectively
|
(7,560 | ) | (7,379 | ) | ||||
Accumulated
other comprehensive income
|
23 | 91 | ||||||
Total
shareholders’ equity
|
57,925 | 58,394 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 238,355 | $ | 240,901 |
See
accompanying notes.
3
Kentucky
First Federal Bancorp
CONSOLIDATED
STATEMENTS OF INCOME
(Unaudited)
(Dollars
in thousands, except per share data)
Nine
months ended
March
31,
|
Three
months ended
March
31,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Interest
income
|
||||||||||||||||
Loans
|
$ | 7,984 | $ | 8,342 | $ | 2,701 | $ | 2,787 | ||||||||
Mortgage-backed
securities
|
367 | 433 | 115 | 141 | ||||||||||||
Investment
securities
|
135 | 202 | 44 | 67 | ||||||||||||
Interest-bearing
deposits and other
|
197 | 271 | 64 | 64 | ||||||||||||
Total
interest income
|
8,683 | 9,248 | 2,924 | 3,059 | ||||||||||||
Interest
expense
|
||||||||||||||||
Deposits
|
2,656 | 3,137 | 814 | 1,002 | ||||||||||||
Borrowings
|
1,195 | 1,350 | 389 | 428 | ||||||||||||
Total
interest expense
|
3,851 | 4,487 | 1,203 | 1,430 | ||||||||||||
Net
interest income
|
4,832 | 4,761 | 1,721 | 1,629 | ||||||||||||
Provision
for losses on loans
|
1,099 | 15 | 71 | - | ||||||||||||
Net
interest income after provision for losses on loans
|
3,733 | 4,746 | 1,650 | 1,629 | ||||||||||||
Non-interest
income
|
||||||||||||||||
Earnings
on bank-owned life insurance
|
62 | 69 | 17 | 22 | ||||||||||||
Gain
on sale of loans
|
96 | 40 | 37 | 22 | ||||||||||||
Loss
on sale of real estate acquired through foreclosure
|
(27 | ) | - | - | - | |||||||||||
Other
operating
|
75 | 66 | 23 | 17 | ||||||||||||
Total
non-interest income
|
206 | 175 | 77 | 61 | ||||||||||||
Non-interest
expense
|
||||||||||||||||
Employee
compensation and benefits
|
2,304 | 2,155 | 778 | 737 | ||||||||||||
Occupancy
and equipment
|
247 | 319 | 102 | 116 | ||||||||||||
Franchise
taxes
|
141 | 132 | 49 | 41 | ||||||||||||
Data
processing
|
177 | 123 | 64 | 42 | ||||||||||||
FDIC
insurance premiums
|
139 | 18 | 46 | 6 | ||||||||||||
Amortization
of intangible assets
|
98 | 98 | 33 | 33 | ||||||||||||
Other
operating
|
599 | 617 | 196 | 195 | ||||||||||||
Total
non-interest expense
|
3,705 | 3,462 | 1,268 | 1,170 | ||||||||||||
Income
before income taxes
|
234 | 1,459 | 459 | 520 | ||||||||||||
Federal
income tax expense (benefit)
|
||||||||||||||||
Current
|
(1 | ) | 487 | 209 | 552 | |||||||||||
Deferred
|
80 | (14 | ) | (52 | ) | (383 | ) | |||||||||
Total
federal income tax expense
|
79 | 473 | 157 | 169 | ||||||||||||
NET
INCOME
|
$ | 155 | $ | 986 | $ | 302 | $ | 351 | ||||||||
EARNINGS
PER SHARE
|
||||||||||||||||
Basic
|
$ | 0.02 | $ | 0.13 | $ | 0.04 | $ | 0.05 | ||||||||
Diluted
|
$ | 0.02 | $ | 0.13 | $ | 0.04 | $ | 0.05 | ||||||||
DIVIDENDS
PER SHARE
|
$ | 0.30 | $ | 0.30 | $ | 0.10 | $ | 0.10 |
See
accompanying notes.
4
Kentucky
First Federal Bancorp
CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In
thousands)
Nine
months ended
March
31,
|
Three
months ended
March
31,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Net
income
|
$ | 155 | $ | 986 | $ | 302 | $ | 351 | ||||||||
Other
comprehensive income (loss), net of taxes (benefits):
|
||||||||||||||||
Unrealized
holding gains (losses) on securities designated as available for sale, net
of taxes (benefits) of $(35), $38, $(13) and $5 during the
respective periods
|
(68 | ) | 73 | (25 | ) | (9 | ) | |||||||||
Comprehensive
income
|
$ | 87 | $ | 1,059 | $ | 277 | $ | 342 |
See
accompanying notes.
5
Kentucky
First Federal Bancorp
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
(In
thousands)
Nine months ended
|
||||||||
March 31,
|
||||||||
2010
|
2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income for the period
|
$ | 155 | $ | 986 | ||||
Adjustments
to reconcile net earnings to net cash provided by operating
activities:
|
||||||||
Amortization
of discounts and premiums on loans,
|
||||||||
investments
and mortgage-backed securities – net
|
— | 4 | ||||||
Amortization
of deferred loan origination fees
|
(23 | ) | 12 | |||||
Amortization
of premiums on FHLB advances
|
(314 | ) | (377 | ) | ||||
Amortization
of core deposit intangibles
|
98 | 98 | ||||||
Depreciation
and amortization
|
131 | 131 | ||||||
Amortization
of stock benefit plans
|
467 | 425 | ||||||
Provision
for losses on loans
|
1,099 | 15 | ||||||
Federal
Home Loan Bank stock dividends
|
— | (75 | ) | |||||
Bank-owned
life insurance earnings
|
(62 | ) | (69 | ) | ||||
Mortgage
loans originated for sale
|
(3,434 | ) | (3,512 | ) | ||||
Proceeds
from sale of mortgage loans
|
3,665 | 3,638 | ||||||
Gain
on sale of loans
|
(96 | ) | (40 | ) | ||||
Loss
on sale of real estate acquired through foreclosure
|
27 | — | ||||||
Increase
(decrease) in cash, due to changes in:
|
||||||||
Accrued
interest receivable
|
106 | (45 | ) | |||||
Prepaid
expenses and other assets
|
(629 | ) | (7 | ) | ||||
Accrued
interest payable
|
(25 | ) | (23 | ) | ||||
Other
liabilities
|
(97 | ) | 87 | |||||
Federal
income taxes
|
||||||||
Current
|
(365 | ) | 127 | |||||
Deferred
|
80 | (14 | ) | |||||
Net
cash provided by operating activities
|
783 | 1,361 | ||||||
Cash
flows provided by (used in) investing activities:
|
||||||||
Investment
securities maturities, prepayments and calls:
|
||||||||
Held
to maturity
|
4,841 | 1,473 | ||||||
Available
for sale
|
68 | 83 | ||||||
Proceeds
from sale of real estate acquired through foreclosure
|
223 | 8 | ||||||
Loans
originated for investment, net of principal collected
|
(4,036 | ) | (6,119 | ) | ||||
Purchase
of office equipment
|
(48 | ) | (288 | ) | ||||
Net
cash provided by (used in) investing activities
|
1,048 | (4,843 | ) | |||||
Cash
flows provided by (used in) financing activities:
|
||||||||
Net
increase in deposit accounts
|
4,707 | 794 | ||||||
Proceeds
from Federal Home Loan Bank advances
|
9,500 | 17,800 | ||||||
Repayment
of Federal Home Loan Bank advances
|
(15,679 | ) | (24,927 | ) | ||||
Advances
by borrowers for taxes and insurance
|
(127 | ) | (112 | ) | ||||
Dividends
paid on common stock
|
(862 | ) | (885 | ) | ||||
Treasury
stock repurchases, net of options exercised
|
(181 | ) | (1,626 | ) | ||||
Net
cash used in financing activities
|
(2,642 | ) | (8,956 | ) | ||||
Net
decrease in cash and cash equivalents
|
(811 | ) | (12,438 | ) | ||||
Cash
and cash equivalents at beginning of period
|
4,217 | 15,966 | ||||||
Cash
and cash equivalents at end of period
|
$ | 3,406 | $ | 3,528 |
See
accompanying notes.
6
Kentucky
First Federal Bancorp
CONSOLIDATED
STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(In
thousands)
Nine months ended
March 31,
|
||||||||
2010
|
2009
|
|||||||
Supplemental
disclosure of cash flow information:
|
||||||||
Cash
paid during the period for:
|
||||||||
Federal
income taxes
|
$ | 360 | $ | 360 | ||||
Interest
on deposits and borrowings
|
$ | 4,190 | $ | 4,887 | ||||
Transfers
from loans to real estate acquired through foreclosure,
net
|
$ | 261 | $ | 86 | ||||
Loans
made on sale of real estate acquired through forclosure
|
$ | 146 | $ | - |
See
accompanying notes.
7
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
Nine-
and three-months ended March 31, 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
accounting principles generally accepted in the United States of
America. 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 nine- and three-month
periods ended March 31, 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, 2009 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 2009 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)
Nine- and
three-months ended March 31, 2010 and 2009
(unaudited)
3. Earnings Per
Share
Basic
earnings per share is computed based upon the weighted-average common shares
outstanding during the period less shares in the Company’s ESOP that are
unallocated and not committed to be released. Weighted average common
shares deemed outstanding give effect to 247,465 unallocated ESOP shares for
the nine- and three-month periods ended March 31, 2010, and 263,572
unallocated ESOP shares for the nine- and three-month periods ended March 31,
2009.
Nine months ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Weighted-average
common shares outstanding
|
7,521,493 | 7,505,717 | ||||||
Weighted-average
unvested common shares outstanding
|
43,167 | 69,067 | ||||||
Weighted-average
common shares including unvested common shares outstanding
|
7,564,660 | 7,574,784 | ||||||
Dilutive
effect of:
|
||||||||
Assumed
exercise of stock options
|
41,815 | - | ||||||
Weighted-average
common shares outstanding (diluted)
|
7,606,475 | 7,574,784 |
Three months ended March 31,
|
||||||||
2010
|
2009
|
|||||||
Weighted-average
common shares outstanding
|
7,542,219 | 7,494,258 | ||||||
Weighted-average
unvested common shares outstanding
|
25,900 | 51,800 | ||||||
Weighted-average
common shares including unvested common shares outstanding
|
7,568,119 | 7,546,058 | ||||||
Dilutive
effect of:
|
||||||||
Assumed
exercise of stock options
|
18,862 | - | ||||||
Weighted-average
common shares outstanding (diluted)
|
7,586,981 | 7,546,058 |
There
were 334,644 and 391,000 stock option shares outstanding for the nine- and
three-month periods ended March 31, 2010 and 2009, respectively, but the stock
option shares in the 2009 periods were not considered in computing diluted
earnings per share, because they were anti-dilutive.
4. New Accounting
Standards
FASB
Staff Position (“FSP”) ASC 260-10 is effective for fiscal years beginning after
December 15, 2008 and is to be applied retrospectively. This FSP
requires share-based compensation awards that qualify as participating
securities to be included in basic EPS using the two-class method. A
share-based compensation award is considered a participating security if it
receives non-forfeitable dividends. A non-forfeitable dividend would
be a dividend that the participant receives before the award is vested and if
the participant forfeits the actual shares awarded the dividends he/she has
received do not have to be paid back to the company. This guidance
was adopted in the first quarter and has been applied to all periods
shown.
9
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Nine- and
three-months ended March 31, 2010 and 2009
(unaudited)
4. New Accounting Standards
(continued)
In
connection with our adoption of FSP ASC 260-10, weighted average voting and
unvested common shares outstanding include unvested shares issued through the
year 2010 incentive compensation plan shares of 25,900 and 51,800 at March 31,
2010 and 2009, respectively. This FSP requires share-based
compensation awards that qualify as participating securities to be included in
basic EPS using the two-class method. Adoption of this FSP had no
effect on the basic and diluted EPS for either of the nine- or three-month
periods ended March 31, 2009.
In April
2009, the FASB issued FSP No. 107-1 and APB 28-1, “Interim Disclosures about
Fair Value of Financial Instruments,” which was subsequently incorporated into
ASC Topic 825, “Financial Instruments.” This guidance amended FASB
Statement No. 107, “Disclosures about Fair Value of Financial Instruments,” to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies that were previously only
required in annual financial statements. The adoption of this
guidance at December 31, 2009, did not impact our results of operations or
financial position, as it only required disclosures, which are included in the
following section.
In June
2009 the FASB issued Statement No. 168 (ASC 105-10), “The FASB Accounting
Standards Codification and Hierarchy of Generally Accepted Accounting
Principles-a replacement of FASB Statement No. 162,” which was subsequently
incorporated into ASC 405. This Statement has become the source of
authoritative U.S. generally accepted accounting principles (“GAAP”) recognized
by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission (“SEC”) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. On the effective date of this Statement, the
Codification superseded all then-existing non-SEC accounting and reporting
standards. All other non-grandfathered non-SEC accounting literature
not included in the Codification will become
non-authoritative. Management has adopted this Statement for the
period ended March 31, 2010. All authoritative language has been
updated to comply with ASC 405.
On June
12, 2009, the FASB issued new guidance impacting FASB ASC 860, Transfers and
Servicing. The new
guidance amends ASC 860, and will require more information about transfers of
financial assets, including securitization transactions, and where entities have
continuing exposure to the risks related to transferred financial assets. It
eliminates the concept of a “qualifying special-purpose entity,” changes the
requirements for derecognizing financial assets, and requires additional
disclosures. The new standard will be effective July 1, 2010 and the adoption of
this standard is not expected to have a material effect on the Company’s results
of operations or financial position.
10
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Nine- and
three-months ended March 31, 2010 and 2009
(unaudited)
4. New Accounting Standards
(continued)
On June
12, 2009, the FASB issued new guidance impacting FASB ASC 810-10, Consolidation
(Statement No. 167 amends FIN 46(R)). The new guidance replaces the
quantitative-based risks and rewards calculation for determining which
enterprise, if any, has a controlling financial interest in a variable interest
entity with a qualitative approach focused on identifying which enterprise has
the power to direct the activities of a variable interest entity (VIE) that most
significantly impact the entity’s economic performance and (1) the obligation to
absorb losses of the entity or (2) the right to receive benefits from the
entity. Unlike previous guidance, this Statement requires ongoing
reconsideration of whether (1) an entity is a VIE and (2) an enterprise is the
primary beneficiary of a VIE. It is expected that the amendments will
result in more entities consolidating VIEs that previously were not consolidated
This new guidance will also require additional disclosures about the
Company’s involvement in variable interest entities. This new guidance
will become effective July 1, 2010 and its adoption is not expected to have a
material effect on the Company’s results of operations or financial
position.
The FASB
issued new accounting guidance under Accounting Standards Update (ASU) No.
2010-06 that requires new disclosures and clarifies existing disclosure
requirements about fair value measurement as set forth in ASC Subtopic
820-10. The objective of the new guidance is to improve these
disclosures and increase transparency in financial
reporting. Specifically, the new guidance requires a reporting entity
to disclose separately the amounts of significant transfers in and out of Level
1 and Level 2 fair value measurements and describe the reasons for the
transfers. It also requires in the reconciliation for fair value
measurements using significant unobservable inputs, separate presentation of
information about purchases, sales, issuances and settlements. In
addition, the guidance clarifies the requirements of the following existing
disclosures:
|
·
|
For
purposes of reporting fair value measurement for each class of assets and
liabilities, a reporting entity needs to use judgment in determining the
appropriate classes of assets and liabilities;
and
|
|
·
|
A
reporting entity should provide disclosures about the valuation techniques
and inputs used to measure fair value for both recurring and nonrecurring
fair value measurements.
|
ASU
2010-06 is effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disclosures about purchases, sales, issuances
and settlements in the roll forward of activity in Level 3 fair value
measurements. Those disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within those fiscal
years. Early application is permitted.
11
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Nine- and
three-months ended March 31, 2010 and 2009
(unaudited)
5. Investment
Securities
The
amortized cost, gross unrealized gains, gross unrealized losses and estimated
fair values of investment securities are summarized as follows:
March
31, 2010
|
||||||||||||||||
Amortized
|
Gross
|
Gross
|
Estimated
|
|||||||||||||
cost
|
unrealized
|
unrealized
|
fair
|
|||||||||||||
gains
|
losses
|
value
|
||||||||||||||
(In
thousands)
|
||||||||||||||||
Available-for-sale
Securities
|
||||||||||||||||
U.S.
Government and federal agency
|
$ | 5,000 | $ | 30 | $ | - | $ | 5,030 | ||||||||
Agency
residential mortgage-backed securities
|
245 | 5 | - | 250 | ||||||||||||
$ | 5,245 | $ | 35 | $ | - | $ | 5,280 | |||||||||
Held-to-maturity
Securities
|
||||||||||||||||
U.S.
Government and federal agency
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Agency
residential mortgage-backed securities
|
10,158 | 438 | - | 10,596 | ||||||||||||
$ | 10,158 | $ | 438 | $ | - | $ | 10,596 |
June
30, 2009
|
||||||||||||||||
Gross
|
Gross
|
|||||||||||||||
Amortized
|
unrealized
|
unrealized
|
Estimated
|
|||||||||||||
cost
|
gains
|
losses
|
fair
|
|||||||||||||
(In
thousands)
|
value
|
|||||||||||||||
Available-for-sale
Securities
|
||||||||||||||||
U.S.
Government and federal agency
|
$ | 5,000 | $ | 136 | $ | - | $ | 5,136 | ||||||||
Agency
residential mortgage-backed securities
|
314 | 2 | (1 | ) | 315 | |||||||||||
$ | 5,314 | $ | 138 | $ | (1 | ) | $ | 5,451 | ||||||||
Held-to-maturity
Securities
|
||||||||||||||||
U.S.
Government and federal agency
|
$ | 3,000 | $ | 2 | $ | - | $ | 3,002 | ||||||||
Agency
residential mortgage-backed securities
|
11,999 | 316 | - | 12,315 | ||||||||||||
$ | 14,999 | $ | 318 | $ | - | $ | 15,317 |
12
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Nine- and
three-months ended March 31, 2010 and 2009
(unaudited)
5.
|
Investment Securities
(continued)
|
The
amortized cost and estimated fair value of investment securities by contractual
maturity are shown below. Actual maturities may differ from
contractual maturities, because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties. Securities
with no single maturity are shown separately.
March
31,
|
June
30,
|
|||||||||||||||
2010
|
2009
|
|||||||||||||||
Estimated
|
Estimated
|
|||||||||||||||
fair
|
Amortized
|
fair
|
Amortized
|
|||||||||||||
value
|
cost
|
value
|
cost
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Available-for-sale
|
||||||||||||||||
Within
one year
|
$ | 5,030 | $ | 5,000 | $ | 5,136 | $ | 5,000 | ||||||||
One
year through five years
|
- | - | - | - | ||||||||||||
5,030 | 5,000 | 5,136 | 5,000 | |||||||||||||
Mortgage-backed
securities
|
250 | 245 | 315 | 314 | ||||||||||||
Totals
|
$ | 5,280 | $ | 5,245 | $ | 5,451 | $ | 5,314 | ||||||||
Held-to-maturity
|
||||||||||||||||
Within
one year
|
$ | - | $ | - | $ | 3,002 | $ | 3,000 | ||||||||
One
year through five years
|
- | - | - | - | ||||||||||||
- | - | 3,002 | 3,000 | |||||||||||||
Mortgage-backed
securities
|
10,596 | 10,158 | 12,315 | 11,999 | ||||||||||||
Totals
|
$ | 10,596 | $ | 10,158 | $ | 15,317 | $ | 14,999 |
There
were no sales of investment securities during the fiscal year ended June 30,
2009 or the nine- and three- month periods ended March 31, 2010.
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.
13
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Nine- and
three-months ended March 31, 2010 and 2009
(unaudited)
6.
|
Loans
Receivable
|
The
composition of the loan portfolio was as follows:
March 31,
|
June 30,
|
|||||||
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Residential
real estate
|
||||||||
One-
to four-family
|
$ | 165,656 | $ | 163,108 | ||||
Multi-family
|
9,238 | 7,303 | ||||||
Construction
|
744 | 735 | ||||||
Nonresidential
real estate and land
|
10,730 | 11,460 | ||||||
Loans
on deposits
|
2,611 | 2,909 | ||||||
Consumer
and other
|
4,829 | 4,497 | ||||||
193,808
|
190,012 | |||||||
Less:
|
||||||||
Undisbursed
portion of loans in process
|
488 | 404 | ||||||
Deferred
loan origination fees (cost)
|
(9 | ) | (1 | ) | ||||
Allowance
for loan losses
|
1,689 | 678 | ||||||
$ | 191,640 | $ | 188,931 |
Impaired
loans were as follows:
March 31,
|
June 30,
|
|||||||
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Loans
with no allocated allowance for loan losses
|
$ | 2,490 | $ | 4,086 | ||||
Loans
with allocated allowance for loan losses
|
5,590 | 1,153 | ||||||
Total
|
$ | 8,080 | $ | 5,239 | ||||
Amount
of allowance for loan losses allocated
|
$ | 1,054 | $ | 56 |
7.
|
Allowance for Loan
Losses
|
The
activity in the allowance for loan losses is summarized as follows:
For the Nine Months Ended
|
||||||||
March 31,
|
March 31,
|
|||||||
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Beginning
balance
|
$ | 678 | $ | 666 | ||||
Provision
for losses on loans
|
1,099 | 15 | ||||||
Charge-offs
|
(88 | ) | (14 | ) | ||||
Ending
balance
|
$ | 1,689 | $ | 667 |
14
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Nine- and
three-months ended March 31, 2010 and 2009
(unaudited)
7. Allowance for Loan Losses
(continued)
For the Three Months Ended
|
||||||||
March 31,
|
March 31,
|
|||||||
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Beginning
balance
|
$ | 1,618 | $ | 681 | ||||
Provision
for losses on loans
|
71 | - | ||||||
Charge-offs
|
- | (14 | ) | |||||
Ending
balance
|
$ | 1,689 | $ | 667 |
8. Commitments
As of
March 31, 2010, loan commitments and unused lines of credit totaled $12.0
million, including $450,000 in undisbursed construction loans, $2.0 million in
one- to four-family mortgage loans and $9.5 million in lines of credit secured
by equity in real property.
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 or discounted
cash flows. Level 2 securities include mortgage
products.
15
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Nine- and
three-months ended March 31, 2010 and 2009
(unaudited)
9.
|
Disclosures About Fair
Value of Assets and Liabilities
(continued)
|
Impaired
Loans
Impaired
loans are evaluated at the time the loan is identified as impaired and are
recorded at fair value. Fair value is measured based on the value of
the collateral securing these loans and is classified as Level 3 in the fair
value hierarchy. Fair value is determined using several
methods. Generally, the fair value of real estate is determined based
on appraisals by qualified licensed appraisers. If an appraisal is
not available, the fair value of the collateral may be determined by using a
cash flow analysis, a broker’s opinion of value, the net present value of future
cash flows, or an observable market price from an active market. Fair
value on non-real estate collateral loans is determined using similar
methods. In addition, business equipment may be valued by using the
net book value from the business’ financial statements. Impaired
loans are evaluated quarterly for additional impairment.
Other
Real Estate Owned (“OREO”)
OREO is
evaluated at the time of acquisition and recorded at fair value as determined by
independent appraisal or internal market evaluation less cost to sell, resulting
in a Level 3 classification. OREO is further evaluated quarterly for
impairment. The aggregate fair value of OREO acquired and/or written
down to fair value during the period is disclosed below.
Financial
assets measured at fair value on a recurring basis are summarized
below:
Fair Value Measurements at March 31, 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)
|
||||||||||||
Available-for-sale
securities:
|
||||||||||||||||
U.S.
Government and federal agency
|
$ | 5,030 | $ | - | $ | 5,030 | $ | - | ||||||||
Agency
residential mortgage-backed securities
|
250 | - | 250 | - . | ||||||||||||
Totals
|
$ | 5,280 | $ | - | $ | 5,280 | $ | - |
Fair Value Measurements at
June 30, 2009.
|
||||||||||||||||
(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)
|
||||||||||||
Available-for-sale
securities:
|
||||||||||||||||
U.S.
Government and federal agency
|
$ | 5,136 | $ | - | $ | 5,136 | $ | - | ||||||||
Agency
residential mortgage-backed securities
|
315 | - | 315 | - . | ||||||||||||
Totals
|
$ | 5,451 | $ | - | $ | 5,451 | $ | - |
16
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Nine- and
three-months ended March 31, 2010 and 2009
(unaudited)
9.
|
Disclosures About Fair
Value of Assets and Liabilities
(continued)
|
Assets
measured at fair value on a non-recurring basis are summarized
below:
Fair Value Measurements at March 31, 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
|
$ | 4,536 | $ | - | $ | - | $ | 4,536 | ||||||||
Other
real estate owned
|
110 | - | - | 110 | ||||||||||||
Totals
|
$ | 4,646 | $ | - | $ | - | $ | 4,646 |
Impaired
loans with allocated allowance for loan losses had a carrying amount of $5.6
million and a specific valuation allowance of $1.1 million at March 31, 2010,
resulting in an additional provision for loan losses of $61,000 for the quarter
just ended. Other real estate owned, which is measured at the lower
of carrying or fair value less costs to sell, had a net carrying amount of
$110,000 at March 31, 2010. There were no write-downs on other real
estate owned during the quarter ended March 31, 2010.
Fair Value Measurements at
June 30, 2009.
|
||||||||||||||||
(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
|
$ | 1,097 | $ | - | $ | - | $ | 1,097 | ||||||||
Other
real estate owned
|
109 | - | - | 109 | ||||||||||||
Totals
|
$ | 1,206 | $ | - | $ | - | $ | 1,206 |
Impaired
loans with allocated allowance for loan losses had a carrying amount of $1.2
million and a specific valuation allowance of $56,000 at June 30,2009, while
other real estate owned had a net carrying amount of $109,000.
ASC 829,
“Disclosures about Fair Value of Financial Instruments,” requires 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.
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.
17
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Nine- and
three-months ended March 31, 2010 and 2009
(unaudited)
|
9.
|
Disclosures About Fair
Value of Assets and Liabilities
(continued)
|
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 June 30, 2009 and 2008:
Cash and cash
equivalents: 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 or discounted cash flows, which is level 2 pricing.
Loans held for
sale: Loans originated and intended for sale in the secondary
market are carried at the lower of cost or fair value, as determined by
outstanding commitments from investors.
Loans
receivable: 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, interest-earning deposits and accrued interest
receivable: It is not practicable to determine the fair value
of FHLB stock due to restrictions placed on its transferability. The
carrying amounts presented in the consolidated statements of financial condition
for interest-earning deposits and accrued interest receivable are deemed to
approximate fair value.
Deposits: The
fair value of NOW accounts, passbook accounts, money market deposits and
advances by borrowers for taxes and insurance 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. The historical carrying amount of accrued interest
payable on deposits is deemed to approximate fair value.
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.
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 March 31, 2010 and June 30, 2009, was not
material.
18
Kentucky
First Federal Bancorp
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Nine- and
three-months ended March 31, 2010 and 2009
(unaudited)
|
9.
|
Disclosures About Fair
Value of Assets and Liabilities
(continued)
|
Based on
the foregoing methods and assumptions, the carrying value and fair value of the
Company’s financial instruments at March 31, 2010 and June 30, 2009 are as
follows:
March 31,
2010
|
June 30,
2009
|
|||||||||||||||
Carrying
value
|
Fair
value
|
Carrying
value
|
Fair
value
|
|||||||||||||
(In
Thousands)
|
||||||||||||||||
Financial
assets
|
||||||||||||||||
Cash
and cash equivalents
|
$ | 3,406 | $ | 3,406 | $ | 4,217 | $ | 4,217 | ||||||||
Interest-earning
deposits
|
100 | 100 | 100 | 100 | ||||||||||||
Available-for-sale
securities
|
5,280 | 5,280 | 5,451 | 5,451 | ||||||||||||
Held-to-maturity
securities
|
10,158 | 10,596 | 14,999 | 15,317 | ||||||||||||
Loans
held for sale
|
95 | 95 | 230 | 230 | ||||||||||||
Loans
receivable - net
|
191,640 | 197,208 | 188,931 | 193,165 | ||||||||||||
Federal
Home Loan Bank stock
|
5,641 | n/a | 5,641 | n/a | ||||||||||||
Accrued
interest receivable
|
644 | 644 | 750 | 750 | ||||||||||||
Financial
liabilities
|
||||||||||||||||
Deposits
|
$ | 144,450 | $ | 146,795 | $ | 139,743 | $ | 142,772 | ||||||||
Advances
from the Federal Home Loan Bank
|
33,663 | 32,208 | 40,156 | 41,613 | ||||||||||||
Advances
by borrowers for taxes and insurance
|
163 | 163 | 290 | 290 | ||||||||||||
Accrued
interest payable
|
164 | 164 | 189 | 189 |
19
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, 2009.
Discussion of Financial
Condition Changes from June 30, 2009 to March 31, 2010
Assets: At
March 31, 2010, the Company’s assets totaled $238.4 million, a decrease of $2.5
million, or 1.1%, from total assets at June 30, 2009. This decrease
was attributed primarily a decrease in investment securities as well as an
increase in the allowance for loan losses, offset by an increase in loans
receivable, net.
Cash and cash
equivalents: Cash and cash
equivalents decreased by $811,000 to $3.4 million at March 31,
2010. It is management’s intention to continue deploying excess
liquidity into mortgage loans to the extent possible.
Loans: Loans
receivable, net, increased by $2.7 million or 1.4% to $191.6 million at March
31, 2010, despite an increased level of allowance for loan losses. A
provision for loan losses of $1.1 million was made during the nine months just
ended, chiefly to establish a specific valuation allowance in response to
deterioration in the financial position of a single
borrower. Otherwise, gross loans receivable increased $3.7 million or
2.0% to $193.3 million at March 31, 2010. Management believes that
the successful redeployment of the Company’s excess liquidity to higher-yielding
mortgage loans is important for the long-term success of the
Company. The Company will continue to emphasize loan originations to
the extent that it is profitable and prudent.
Non-Performing
Loans: At March 31, 2010,
the Company had approximately $3.0 million, or 1.5% of net loans, in loans 90
days or more past due, compared to $3.9 million or 2.0%, of net loans at June
30, 2009. At March 31, 2010, the Company’s allowance for loan losses of
$1.7 million represented 57.0% of nonperforming loans and 0.9% of gross loans
compared to an allowance balance of $678,000 at June 30, 2009, representing
17.5% of nonperforming loans and 0.4% of gross loans.
20
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, 2009 to March 31, 2010
(continued)
The
Company had $7.3 million in assets classified as substandard for regulatory
purposes at March 31, 2010, including loans and real estate acquired through
foreclosure (“REO”). Classified assets as a percentage of net loans
was 3.8% and 4.2% at March 31, 2010 and June 30, 2009,
respectively. REO at March 31, 2010, included four single-family
homes with an aggregate carrying value of $110,000. All substandard
loans were secured by residential property on which the banks have priority lien
position. The table below summarizes substandard loans at March 31,
2010:
Number
|
||||||||
of
|
Carrying
|
|||||||
Loans
|
Value
|
|||||||
Single
family, owner occupied
|
32 | $ | 2,303 | |||||
Single
family, non-owner occupied
|
4 | 227 | ||||||
More
than one single family, non-owner occupied
|
3 | 2,633 | ||||||
2-4
family, owner occupied
|
2 | 41 | ||||||
2-4
family, non-owner occupied
|
11 | 1,588 | ||||||
5
or more family, non-owner occupied
|
1 | 403 | ||||||
Total
substandard loans
|
53 | $ | 7,195 |
Included
in classified loans is one credit relationship which, within the last nine
months, experienced significant deterioration and is responsible for most of the
provision for losses during that period. The loans to this borrower
totaled $4.7 million at March 31, 2010, and all of the underlying collateral is
comprised of 1-4 family residential rental units. Management
determined this loan to be impaired under ASC 310 “Receivables” and that it
would be unable to collect all amounts due according to the contractual terms of
the loan agreement. During the nine month period ended March 31,
2010, a specific reserve of $925,000 was established for this specific credit
relationship based on the estimated fair value of the underlying collateral less
cost to sell.
At March
31, 2010, the Company had $33,000 in loans classified as special mention
compared to $639,000 at June 30, 2009. 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 March 31, 2010, no loans were
classified as doubtful or loss for regulatory purposes.
Investment and
Mortgage-Backed Securities: At March 31,
2010, the Company’s investment and mortgage-backed securities had decreased $5.0
million or 24.5% to $15.4 million. Approximately $5.0 million of the
Company’s remaining investment and agency securities are scheduled to mature in
the current fiscal year.
Liabilities: At March 31, 2010, the
Company’s liabilities totaled $180.4 million, a decrease of $2.1 million, or
1.1%, from total liabilities at June 30, 2009. The decrease in
liabilities was attributed primarily to a $6.5 million, or 16.2%, decrease in
Federal Home Loan Bank advances, which decreased to $33.7 million at March 31,
2010, while deposits increased $4.7 million or 3.4% to $144.5 million
at March 31, 2010. Approximately $20.0 million in 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.
21
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, 2009 to March 31, 2010
(continued)
Shareholders’
Equity: At March 31, 2010, the Company’s shareholders’ equity
totaled $58.0 million, a decrease of $469,000 or 0.8% from the June 30, 2009
total. The primary reason for the decline was the payment of
dividends of $862,000, which exceeded net income for the nine months, and the
repurchase of the Company’s stock. The Company purchased 21,600
shares of its own common stock for $235,000.
The
Company believes that a strong dividend is appropriate in light of the high
level of capital that both banks now have. At March 31, 2010, capital
at 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. While dividends paid
during the nine months ended March 31, 2010 exceeded net income during that
period, the unusually large provision for loan losses made during the three
months ended September 30, 2009, was primarily responsible for this
circumstance. For the three months ended March 31, 2010, net income
exceeded dividends paid. Management cannot speculate on future
dividend levels. Various factors, including capital levels, income
levels, liquidity levels 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 Nine-Month Periods Ended March 31, 2010 and
2009
General
Net
earnings totaled $155,000 for the nine months ended March 31, 2010, a decrease
of $831,000 from the $986,000 in net income for the same period in
2009. The decrease was primarily attributable to a provision for loan
loss of $1.1 million during the period. Also contributing to the
decrease in net income was an increase in non-interest expense from period to
period.
Net Interest
Income
Net
interest income increased $71,000 or 1.5% to $4.8 million for the nine month
period ended March 31, 2010, compared to the 2009 period, due to interest
expense decreasing at a faster pace than interest income. Interest
income decreased by $565,000, or 6.1%, to $8.7 million, while interest expense
decreased $636,000 or 14.2% to $3.9 million for the nine months ended March 31,
2010.
Interest
income on loans decreased $358,000 or 4.3% to $8.0 million, due primarily to a
decrease in the average rate earned on the loan portfolio. The
average balance of loans outstanding for the nine month period ended March 31,
2010, increased $2.6 million or 1.4% to an average of $190.3 million for the
nine months just ended, while the average rate earned declined 33 basis points
to 5.59% for the period just ended. Interest income on
interest-bearing deposits and other decreased $74,000 or 27.3% to $197,000 for
the nine months ended March 31, 2010, primarily as a result of reduced
volume. The average balance outstanding declined $2.4 million or
21.6% to $8.7 million for the nine month period ended March 31, 2010, while the
average rate earned on those assets declined 23 basis points to
3.01%.
22
Kentucky
First Federal Bancorp
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS (continued)
Comparison of Operating
Results for the Nine-Month Periods Ended March 31, 2010 and 2009
(continued)
Net Interest Income
(continued)
Interest
expense on deposits and borrowings both declined period to
period. Interest expense on deposits decreased $481,000 or 15.3% to
$2.7 million for the nine month period ended March 31, 2010, while interest
expense on borrowings declined $155,000 or 11.5% to $1.2 million 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 56 basis points to 2.48% for the most recent
period, while the average balance of deposits increased $5.4 million or 3.9% to
$142.8 million. The decline in interest expense on borrowings was
attributed to lower borrowings outstanding, as the average balance of borrowings
declined $8.4 million or 18.9% to $35.8 million for the most recent
period. The average rate paid on borrowings increased 38 basis points
to 4.45% for the recently ended nine-month period.
The
following table represents key portfolio performance metrics:
For the Nine Months Ended
|
||||||||
March 31,
|
March 31,
|
|||||||
2010
|
2009
|
|||||||
Interest
rate spread
|
2.49 | % | 2.29 | % | ||||
Net
interest margin
|
2.99 | % | 2.88 | % |
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 $1.1 million during the
nine months ended March 31, 2010, compared to a provision of $15,000 for the
nine months ended March 31, 2009. Management determined that a
specific valuation allowance of $1.1 million was appropriate for the overall
portfolio, primarily in response to deterioration in the financial position of a
single 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.
Non-interest
Income
Non-interest
income totaled $206,000 for the nine months ended March 31, 2010, an increase of
$31,000 from the same period in 2009, primarily as a result of gain on sale of
loans. The gain on sale of loans was $96,000 for the nine month
period just ended compared with $40,000 for the prior year period, an increase
of $56,000 or 140.0%. Somewhat offsetting the increased gain on sale
of loans during the most recent period was a loss of $27,000 on the sale of real
estate acquired through foreclosure. There was no loss on sale of
real estate acquired through foreclosure in the nine months ended March 31,
2009.
23
Kentucky
First Federal Bancorp
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS (continued)
Comparison of Operating
Results for the Nine-Month Periods Ended March 31, 2010 and 2009
(continued)
Non-interest
Expense
Non-interest
expense totaled $3.7 million for the nine months ended March 31, 2010, an
increase of $243,000, or 7.0%, compared to the same period in
2009. The increase was due primarily to an increase in employee
compensation and benefits and FDIC insurance premiums. Employee
compensation and benefits increased 6.9% or $149,000 to $2.3 million for the
nine month period just ended as a result of higher retirement plan
contributions, higher staffing levels for the period and lower lending levels.
Retirement contributions increased $57,000 or 25.3% to $282,000 for the nine
month period just ended. Employee compensation increased $46,000 or
4.2% to $1.1 million period to period as additional staff were hired in
anticipation of and in preparation for a planned retirement of an employee on
January 1, 2010. In addition to additional staff, the Company
experienced lower levels of deferred loan origination costs, which was
attributed to a lower number of loan originations during the
period. The Company defers certain costs, which are attributable to
the origination of loans, and amortizes those costs over the lives of those
loans. When fewer loans are originated during a period, a lower level
of cost is deferred. Deferred employee compensation decreased $32,000
or 25.8% to $92,000 during the period compared to $124,000 for the prior year
period. FDIC insurance premiums totaled $139,000 for the nine months
ended March 31, 2010, an increase of $121,000, or 672.2%, from the same period
in 2009. As is the case for most FDIC-insured financial institutions,
the two banks owned by the Company are experiencing higher FDIC insurance
premiums, which were mandated to increase deposit insurance fund levels as a
result of the recent increase in bank failures. Somewhat
offsetting higher levels of expense in other areas, occupancy and equipment
expense decreased $72,000 or 22.6% to $247,000 for the nine months ended March
31, 2010. During the previous fiscal period, the Company converted
the core data processing system of one of its banks. That conversion
was responsible for nonrecurring costs, which were charged to occupancy and
equipment expense in the prior year, as well as higher data processing costs for
the current nine-month period.
Federal Income Tax
Expense
The
provision for federal income taxes totaled $79,000 for the nine months ended
March 31, 2010, a decrease of $394,000, compared to a provision of $473,000 for
federal income tax expense in the same period in 2009. The effective
tax rates were 33.8% and 32.4% for the nine month periods ended March 31, 2010
and 2009, respectively.
Comparison of Operating
Results for the Three Month Periods Ended March 31, 2010 and
2009
General
Net
income totaled $302,000 for the three months ended March 31, 2010, a decrease of
$49,000 from the $351,000 in net income for the same period in
2009. The decrease was primarily attributable to higher levels of
non-interest expense and additional provision expense for loan losses during the
period, offset slightly by an increase in net interest income and non-interest
income.
Net Interest
Income
Net
interest income increased $92,000 or 5.6% to $1.7 million for the three month
period ended March 31, 2010, compared to the 2009 period, due to interest
expense decreasing at a faster pace than interest income. Interest
income decreased by $135,000, or 4.4%, to $2.9 million, while interest expense
decreased $227,000 or 15.9% to $1.2 million for the three months ended March 31,
2010.
24
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 March 31, 2010 and 2009
(continued)
Net Interest Income
(continued)
Interest
income on loans decreased $86,000 or 3.1% to $2.7 million, due to a decrease in
the average rate earned on the loan portfolio. The average balance of
loans outstanding for the three month period ended March 31, 2010, increased
$1.9 million or 1.0% to an average of $191.4 million for the three months just
ended, while the average rate earned declined 24 basis points to 5.64% for the
period just ended. Interest income on mortgage-backed securities
decreased $26,000 or 18.4% to $115,000 for the three months ended March 31,
2010, primarily as a result of reduced volume. The average balance
outstanding declined $2.3 million or 17.7% to $10.9 million for the three month
period ended March 31, 2010, while the average rate earned on those assets
decreased 3 basis points to 4.24%. Interest income on investment
securities decreased $23,000 or 34.3% to $44,000 for the three months just
ended, also primarily as a result of reduced volume. The average
balance outstanding declined $3.1 million or 37.4% to $5.2 million for the three
month period ended March 31, 2010, while the average rate earned on those assets
increased 16 basis points to 3.41%.
Interest
expense on deposits and borrowings both declined period to
period. Interest expense on deposits decreased $188,000 or 18.8% to
$814,000 for the three month period ended March 31, 2010, while interest expense
on borrowings declined $39,000 or 9.1% to $389,000 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 69 basis points to 2.22% for the most recent
period, while the average balance of deposits increased $8.8 million or 6.4% to
$147.0 million. The decline in interest expense on borrowings was
attributed to lower borrowings outstanding, as the average balance of borrowings
declined $6.4 million or 15.0% to $36.3 million for the most recent
period. The average rate paid on borrowings increased 28 basis points
to 4.28% for the recently ended three-month period.
The
following table represents key portfolio performance metrics:
For the Three Months Ended
|
||||||||
March 31,
|
March 31,
|
|||||||
2010
|
2009
|
|||||||
Interest
rate spread
|
2.76 | % | 2.43 | % | ||||
Net
interest margin
|
3.17 | % | 2.98 | % |
Provision for Losses on
Loans
The
Company recorded a provision for losses on loans of $71,000 during the three
months ended March 31, 2010, compared to no provision for the three months ended
March 31, 2009. The $10,000 additional general provision was
necessary to reestablish the appropriate level as determined by management,
while a $61,000 specific provision was made in anticipation of one piece of real
estate to be acquired through foreclosure. 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.
Non-interest
Income
Non-interest
income totaled $77,000 for the three months ended March 31, 2010, an increase of
$16,000 from the same period in 2009.
25
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 March 31, 2010 and 2009
(continued)
Non-interest
Expense
Non-interest
expense totaled $1.3 million for the three months ended March 31, 2010, an
increase of $98,000, or 8.4%, compared to the same period in
2009. The increase was due primarily to higher FDIC insurance
premiums and higher levels of employee compensation. FDIC insurance
premiums totaled $46,000 for the three months ended March 31, 2010, an increase
of $40,000, or 666.7%, from the same period in 2009. Employee
compensation and benefits increased 5.6% or $41,000 to $778,000 for the three
month period just ended primarily as a result of higher retirement plan
contribution costs. Retirement contributions increased
$27,000 or 34.6% to $105,000 for the three month period just ended.
Federal Income Tax
Expense
Federal
income tax expense totaled $157,000 for the three months ended March 31, 2010, a
decrease of $12,000, or 7.1% compared to the same period in 2009. The
effective tax rates were 34.2% and 32.5% for the three month periods ended March
31, 2010 and 2009, respectively.
ITEM
3: Quantitative and Qualitative
Disclosures About Market Risk
There has
been no material change in the Company’s market risk since the disclosure
included under the heading “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Asset and Liability Management” in the
Company’s Form 10-K filed September 28, 2009.
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, the
Chief Executive Officer and Chief Financial Officer have concluded that the
Company’s disclosure controls and procedures are effective. During
the quarterly period ended March 31, 2010, there were no changes in the
Company’s internal control over financial reporting which materially affected,
or are reasonably likely to materially affect, the Company’s internal controls
over financial reporting.
26
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 March 31, 2010.
Total # of
|
||||||||||||||||
Average
|
shares purchased
|
Maximum # of shares
|
||||||||||||||
Total
|
price paid
|
as part of publicly
|
that may yet be
|
|||||||||||||
# of shares
|
per share
|
announced plans
|
purchased under
|
|||||||||||||
Period
|
purchased
|
(incl commissions)
|
or programs
|
the plans or programs
|
||||||||||||
January
1-31, 2010
|
7,200 | $ | 11.27 | 7,200 | 29,300 | |||||||||||
February
1-28, 2010
|
8,400 | $ | 10.10 | 8,400 | 20,900 | |||||||||||
March
1-31, 2010
|
— | $ | — | — | 20,900 |
(1)
On October 17, 2008, the Company announced the completion of the stock
repurchase program begun on February 13, 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
|
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
|
27
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:
|
May 17, 2010
|
By:
|
/s/Tony D. Whitaker
|
|
Tony
D. Whitaker
|
||||
Chairman
of the Board and Chief Executive Officer
|
||||
Date:
|
May 17, 2010
|
By:
|
/s/R. Clay Hulette
|
|
R.
Clay Hulette
|
||||
Vice
President and Chief Financial
Officer
|
28