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Kentucky First Federal Bancorp - Quarter Report: 2011 March (Form 10-Q)

Unassociated Document
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  March 31, 2011
 
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 o    No o
 
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 May 10, 2011, the latest practicable date, the Corporation had 7,740,703 shares of $.01 par value common stock outstanding.
 
 
 

 

INDEX

           
Page
PART I -
 
ITEM 1
 
FINANCIAL INFORMATION
 
3
             
       
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
 
25
             
   
ITEM 3
 
Quantitative and Qualitative Disclosures About Market Risk
 
33
             
   
ITEM 4
 
Controls and Procedures
 
33
             
PART II -
 
OTHER INFORMATION
 
34
             
SIGNATURES
     
35

 
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,
 
   
2011
   
2010
 
ASSETS
       
(Restated)
 
             
Cash and due from financial institutions
  $ 817     $ 1,118  
Interest-bearing demand deposits
    5,497       7,244  
Cash and cash equivalents
    6,314       8,362  
                 
Interest-bearing deposits in other financial institutions
    100       100  
Securities available for sale
    209       246  
Securities held-to-maturity, at amortized cost- approximate fair value of $7,778 and $10,026 at March 31, 2011 and June 30, 2010, respectively
    7,385       9,435  
Loans held for sale
    325       370  
Loans
    184,094       192,153  
Allowance for loan and lease losses
    (882 )     (1,535 )
Real estate owned, net
    3,666       748  
Premises and equipment, net
    2,684       2,731  
Federal Home Loan Bank stock
    5,641       5,641  
Accrued interest receivable
    503       518  
Bank-owned life insurance
    2,585       2,518  
Goodwill
    14,507       14,507  
Other intangible assets
    120       218  
Prepaid FDIC assessments
    405       542  
Prepaid federal income taxes
    518       -  
Prepaid expenses and other assets
    484       385  
Total assets
  $ 228,658     $ 236,939  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
                 
Deposits
  $ 142,411     $ 144,969  
Federal Home Loan Bank advances
    25,926       32,009  
Advances by borrowers for taxes and insurance
    321       335  
Accrued interest payable
    113       145  
Other liabilities
    1,592       1,673  
Total liabilities
    170,363       179,131  
                 
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
    36,893       36,623  
Retained earnings
    31,560       31,216  
Unearned employee stock ownership plan (ESOP)
    (2,078 )     (2,169 )
Treasury shares at cost, 811,375 and 745,530 common shares at March 31, 2011 and June 30, 2010, respectively
    (8,170 )     (7,952 )
Accumulated other comprehensive income
    4       4  
Total shareholders’ equity
    58,295       57,808  
Total liabilities and shareholders’ equity
  $ 228,658     $ 236,939  
 
See accompanying notes.
 
 
3

 
 
Kentucky First Federal Bancorp
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share data)

   
Nine months ended
   
Three months ended
 
   
March 31,
   
March 31,
 
   
2011
   
2010
   
2011
   
2010
 
   
(Restated)
   
(Restated)
 
Interest income
                       
Loans
  $ 7,644     $ 7,984     $ 2,485     $ 2,701  
Mortgage-backed securities
    277       367       84       115  
Other securities
    2       135       1       44  
Interest-bearing deposits and other
    184       197       65       64  
Total interest income
    8,107       8,683       2,635       2,924  
                                 
Interest expense
                               
Deposits
    2,004       2,656       584       814  
Borrowings
    545       1,195       141       389  
Total interest expense
    2,549       3,851       725       1,203  
                                 
Net interest income
    5,558       4,832       1,910       1,721  
                                 
Provision for losses on loans
    669       1,099       601       71  
                                 
Net interest income after provision for losses on loans
    4,889       3,733       1,309       1,650  
                                 
Non-interest income
                               
Earnings on bank-owned life insurance
    68       62       23       17  
Gain on sale of loans
    107       96       15       37  
Loss on sale of real estate acquired through foreclosure
    (36 )     (27 )     -       -  
Other
    80       75       27       23  
Total non-interest income
    219       206       65       77  
                                 
Non-interest expense
                               
Employee compensation and benefits
    2,257       2,341       736       778  
Occupancy and equipment
    258       247       92       102  
Franchise taxes
    144       141       46       49  
Data processing
    189       177       63       64  
FDIC insurance premiums
    149       139       46       46  
Auditing and accounting
    146       121       59       45  
Amortization of intangible assets
    98       98       33       33  
Other operating
    672       478       230       151  
Total non-interest expense
    3,913       3,742       1,305       1,268  
                                 
Income before income taxes
    1,195       197       69       459  
                                 
Federal income tax expense (benefit)
                               
Current
    (185 )     (14 )     (519 )     209  
Deferred
    179       80       144       (52 )
Total federal income tax expense (benefit)
    (6 )     66       (375 )     157  
                                 
NET INCOME
  $ 1,201     $ 131     $ 444     $ 302  
                                 
EARNINGS PER SHARE
                               
Basic and diluted
  $ 0.16     $ 0.02     $ 0.06     $ 0.04  
                                 
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
   
Three months ended
 
   
March 31,
   
March 31,
 
   
2011
   
2010
   
2011
   
2010
 
   
(Restated)
   
(Restated)
 
Net income
  $ 1,201     $ 131     $ 444     $ 302  
                                 
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), $--and $(13) during the respective periods
          (68 )     1       (25 )
                                 
Comprehensive income
  $ 1,201     $ 63     $ 445     $ 277  
 
See accompanying notes.
 
 
5

 
 
Kentucky First Federal Bancorp

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
(In thousands)

   
Nine months ended
 
   
March 31,
 
   
2011
   
2010
 
         
(Restated)
 
Cash flows from operating activities:
           
Net income
  $ 1,201     $ 131  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    138       131  
Amortization of deferred loan origination (fees) costs
    (5 )     (23 )
Amortization of premiums on FHLB advances
    (103 )     (314 )
Amortization of core deposit intangibles
    98       98  
Net gain on sale of loans
    (107 )     (96 )
Net loss on sale of real estate owned
    36       27  
ESOP compensation expense
    91       176  
Amortization of stock benefit plans and stock options expense
    270       328  
Earnings on bank-owned life insurance
    (68 )     (62 )
Provision for loan losses
    669       1,099  
Origination of loans held for sale
    (2,850 )     (3,434 )
Proceeds from loans held for sale
    3,002       3,665  
Increase (decrease) in cash, due to changes in:
               
Accrued interest receivable
    15       106  
Prepaid expenses and other assets
    38       (629 )
Accrued interest payable
    (32 )     (25 )
Accounts payable and other liabilities
    (599 )     (395 )
Net cash provided by operating activities
    1,794       783  
                 
Cash flows from investing activities:
               
Purchase of available-for-sale securities
    (11,000 )     --  
Securities maturities, prepayments and calls:
               
Held to maturity
    13,050       4,841  
Available for sale
    37       68  
Loans originated for investment, net of principal collected
    2,897       (4,036 )
Proceeds from sale of real estate owned
    891       223  
Additions to premises and equipment, net
    (91 )     (48 )
Net cash provided by investing activities
    5,784       1,048  
                 
Cash flows from financing activities:
               
Net change in deposits
    (2,558 )     4,707  
Payments by borrowers for taxes and insurance, net
    (14 )     (127 )
Proceeds from Federal Home Loan Bank advances
    16,000       9,500  
Repayments on Federal Home Loan Bank advances
    (21,980 )     (15,679 )
Dividends paid on common stock
    (856 )     (862 )
Treasury stock repurchases
    (218 )     (181 )
Net cash used in financing activities
    (9,626 )     (2,642 )
                 
Net decrease in cash and cash equivalents
    (2,048 )     (811 )
                 
Beginning cash and cash equivalents
    8,362       4,217  
                 
Ending cash and cash equivalents
  $ 6,314     $ 3,406  
 
See accompanying notes.
 
 
6

 
 
Kentucky First Federal Bancorp

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited)
(In thousands)
 
   
Nine months ended
 
   
March 31,
 
   
2011
   
2010
 
             
Supplemental disclosure of cash flow information:
           
Cash paid during the period for:
           
Federal income taxes
  $ 500     $ 360  
                 
Interest on deposits and borrowings
  $ 2,684     $ 4,190  
                 
Transfers from loans to real estate acquired through foreclosure, net
  $ 3,845     $ 261  
                 
Loans made on sale of real estate acquired through foreclosure
  $ 593     $ 146  
                 
Capitalization of mortgage servicing rights
  $ 24     $ 27  
 
See accompanying notes.
 
 
7

 
 
Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 March 31, 2011
(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, except for the ESOP adjustments referenced below) 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, 2011, 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.

Allowance for Loan Losses:  The allowance for loan losses is a valuation allowance for probable incurred credit losses.  Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.  Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors.  Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.
 
 
8

 
 
Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 March 31, 2011
(unaudited)

1.  Basis of presentation (continued)

The allowance consists of specific and general components.  The specific component relates to loans that are individually classified as impaired.

A loan is impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings and classified as impaired.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Real estate loans are individually evaluated for impairment.  If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral.  Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosures.  Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception.  If a troubled debt restructuring is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral.  For troubled debt restructurings that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses.

The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors.  The historical loss experience is determined by portfolio segment and is based on the loss history experience of the Company over the most recent three years and a rolling average of the current year’s loss history.  This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment.  These economic factors include consideration of the following:  levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations.  The following portfolio segments have been identified:  residential real estate, nonresidential real estate, loans on deposits and consumer and other loans.
 
 
9

 
 
Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 March 31, 2011
(unaudited)

1.  Basis of presentation (continued)

The Securities and Exchange Commission (the “SEC” or “Commission”) Staff Accounting Bulletin 108 (“SAB108”) provides guidance on quantifying and evaluating the materiality of unrecorded misstatements.  SAB 108 requires that a company uses both the “iron curtain” and “rollover” approaches when quantifying misstatement amounts.  Under the rollover approach, the error is quantified as the amount by which the current year income statement is misstated.  The iron curtain approach, however, quantifies the error as the cumulative errors using both a balance sheet and an income statement approach – and evaluate whether either of these approaches results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material.

The Company has performed an analysis of its unrecorded misstatements using both the rollover and iron curtain approaches.  Using the rollover method, management concluded that none of its unrecorded misstatements were material to its current period or prior periods’ financial statements.  Under the iron curtain method, however, management concluded that the Company’s adjustment related to additional compensation associated with its Employee Stock Ownership Plan (“ESOP”) was material to the current period’s financial statements, but using the rollover method was immaterial to its prior periods’ financial statements.  This misstatement was related to an error associated with the release of shares to ESOP participants.  The Company recorded a one-time entry to retained earnings to correct the unrecorded misstatements on the balance sheet.  The SAB 108 entries posted in the nine-month period ended March 31, 2011 and the effect on retained earnings and net income were as follows:

(in thousands)
 
Effect on Retained Earnings
   
Effect on Current Year’s Earnings
 
Recording of prior years’ additional ESOP compensation expense
  $ (223 )   $  
                 
Income tax effect of the item above
    76        
                 
Net SAB 108 effect
    (147 )      

The understatement of ESOP expense was discovered in the three month period ended December 31, 2010, when the company was notified pursuant to a review by the United States Department of Labor (“DOL”) that the Company had incorrectly calculated the number of shares required to be released to participants of its ESOP.  The incorrect method of calculating shares was in place from March 2, 2005 through June 30, 2010.  The Company is working with the DOL to take the necessary corrective action with regard to the ESOP.  There is no current year effect for the adjustment related to the additional ESOP compensation expense, which is applicable to prior periods.

 
10

 

Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 March 31, 2011
(unaudited)

1.  Basis of presentation (continued)
 
The applicable effect on the prior year balance sheet and statements of operations related to additional ESOP compensation expense is as follows:

(in thousands)
 
June 30,
2010
 
Balance Sheet:
     
Other liabilities as previously reported
  $ 1,749  
Income tax adjustment
    (76 )
Other liabilities as adjusted
  $ 1,673  
         
Additional paid-in capital as previously reported
  $ 36,597  
ESOP compensation expense adjustment
    26  
Additional paid-in capital as adjusted
  $ 36,623  
         
Retained earnings as previously reported
  $ 31,363  
ESOP compensation expense adjustment (net of tax)
    (147 )
Retained earnings as adjusted
  $ 31,216  
         
Unearned employee stock ownership plan (ESOP) as previously reported
  $ (2,366 )
ESOP compensation expense adjustment
    197  
Unearned employee stock ownership plan (ESOP) as adjusted
  $ (2,169 )

Nine- and three-months ended March 31, 2010
 
Nine months
ended
   
Three months
ended
 
Statements of Operations:
           
Employee compensation and benefits as previously reported
  $ 2,304     $ 778  
ESOP expense adjustment
    37        
Employee compensation and benefits as adjusted
  $ 2,341     $ 778  
                 
Total federal income tax expense as previously reported
  $ 79     $ 157  
Tax impact of ESOP expense adjustment
    (13 )      
Total federal income tax expense as adjusted
  $ 66     $ 157  
                 
Net income as previously reported
  $ 155     $ 302  
ESOP expense adjustment (net of tax)
    (24 )     --  
Net income as adjusted
  $ 131     $ 302  
                 
Earnings per share-basic and diluted as previously reported
  $ 0.02     $ 0.04  
ESOP expense adjustment
           
Earnings per share-basic and diluted as adjusted
  $ 0.02     $ 0.04  

 
11

 

Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)
 
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.

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.  The factors used in the basic and diluted earnings per share computations follow:

   
Nine months ended
March 31,
 
   
2011
   
2010
 
       
(Restated)
 
Net income
  $ 1,201     $ 131  
Less earnings allocated to unvested shares
    (7 )     (13 )
                 
Net income allocated to common shareholders, basic and diluted
  $ 1,194     $ 118  

   
Three months ended
March 31,
 
   
2011
   
2010
 
       
(Restated)
 
Net income
  $ 444     $ 302  
Less earnings allocated to unvested shares
          (3 )
                 
Net income allocated to common shareholders, basic and diluted
  $ 444     $ 299  
 
   
Nine months ended
March 31,
 
Basic
 
2011
   
2010
 
Weighted-average common shares including unvested common shares outstanding
    7,487,610       7,521,493  
Less: Weighted-average unvested common shares
    14,994       43,167  
Weighted-average common shares outstanding
    7,502,604       7,564,660  
                 
Diluted
               
Add: Dilutive effect of assumed exercise of stock options
    -       41,815  
                 
Weighted-average common shares outstanding (diluted)
    7,502,604       7,606,475  

 
12

 
 
Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)
 
3.  Earnings Per Share (continued)

   
Three months ended
March 31,
 
   
2011
   
2010
 
Basic
           
Weighted-average common shares including unvested Common shares outstanding
    7,513,815       7,542,219  
Less: Weighted-average unvested common shares
          25,900  
Weighted-average common shares outstanding
    7,513,815       7,568,119  
                 
Diluted
               
Add: Dilutive effect of assumed exercise of stock options
          18,862  
                 
Weighted-average common shares outstanding (diluted)
    7,513,815       7,586,981  
 
There were 325,800 stock option shares outstanding for each of the nine- and three-month periods ended March 31, 2011, which were antidilutive for the respective periods.  There were 334,644 and 391,000 stock option shares outstanding for each of the nine- and three-month periods ended March 31, 2010.

4.  New Accounting Standards
 
In January 2011, the FASB issued ASU No. 2011-01, “Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20.”  The provisions of ASU No. 2010-20 required the disclosure of more granular information on the nature and extent of troubled debt restructurings and their effect on the allowance for loan and lease losses effective for the Company’s reporting period ended March 31, 2011.  The amendments in ASU No. 2011-01 defer the effective date related to these disclosures, enabling creditors to provide such disclosures after the FASB completes their project clarifying the guidance for determining what constitutes a troubled debt restructuring.  As the provisions of this ASU only defer the effective date of the disclosure requirements related to troubled debt restructurings, the adoption of this ASU will have no impact on the Company’s statements of income and condition.
 
In April 2011, the FASB issued ASU No. 2011-02, ‘A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.”  The provisions of ASU No. 2011-02 provide additional guidance related to determining whether a creditor has granted a concession, include factors and examples for creditors to consider in evaluating whether a restructuring results in a delay in payment that is insignificant, prohibit creditors from using the borrower’s effective rate test to evaluate whether a concession has been granted to the borrower, and add factors for creditors to use in determining whether a borrower is experiencing financial difficulties.  A provision in ASU no. 2011-02 also ends the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU No. 2010-20.  The provisions of ASU No. 2011-02 are effective for the Company’s reporting period ending September 30, 2011.  The adoption of ASU No. 2011-02 is not expected to have a material impact on the Company’s statements of income and condition.
 
 
13

 

Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)
 
5.  Investment Securities

The following table summarizes the amortized cost and fair value of securities available-for-sale and securities held-to-maturity at March 31, 2011 and June 30, 2010, the corresponding amounts of gross unrealized gains recognized in accumulated other comprehensive income and gross and gross unrecognized gains:
 
   
March 31, 2011
 
         
Gross
   
Gross
    Estimated  
   
Amortized
   
unrealized
   
unrealized
   
fair
 
   
cost
   
gains
   
losses
   
value
 
 
  (In thousands)  
Available-for-sale Securities
     
Agency mortgage-backed: residential
  $ 201     $ 8     $ -     $ 209  
 
         
Gross
   
Gross
   
Estimated
 
   
Amortized
   
unrecognized
   
unrecognized
   
fair
 
   
cost
   
gains
   
losses
   
value
 
Held-to-maturity Securities
                       
Agency mortgage-backed: residential
  $ 7,385     $ 393     $ -     $ 7,778  
 
   
June 30, 2010
 
               
Gross
   
Estimated
 
   
Amortized
   
unrealized
   
unrealized
   
fair
 
 
 
cost
   
gains
   
losses
   
value
 
Available-for-sale Securities
                       
Agency mortgage-backed: residential
  $ 240     $ 7     $ (1 )   $ 246  
 
         
Gross
   
Gross
   
Estimated
   
   
Amortized
   
unrecognized
   
unrecognized
   
fair
   
 
 
cost
   
gains
   
losses
   
value
   
Held-to-maturity Securities
                         
Agency mortgage-backed: residential
  $ 9,435     $ 591     $ -     $ 10,026  

 
14

 
Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)

5.  Investment Securities (continued)

Our securities holdings consist of agency 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 nine-month period ended March 31, 2011.

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:

   
March 31,
   
June 30,
 
   
2011
   
2010
 
   
(In thousands)
 
Residential real estate
           
One- to four-family
  $ 159,438     $ 165,818  
Multi-family
    3,633       6,689  
Construction
    1,779       1,916  
Nonresidential real estate and land
    12,207       10,943  
Loans on deposits
    2,598       2,754  
Consumer and other
    4,711       4,802  
      184,366       192,922  
Less:
               
Undisbursed portion of loans in process
    345       631  
Deferred loan origination fees (cost)
    (73 )     138  
Allowance for loan losses
    882       1,535  
    $ 183,212     $ 190,618  

Impaired loans were as follows:
 
   
March 31,
   
June 30,
 
   
2011
   
2010
 
   
(In thousands)
 
Loans with no allocated allowance for loan losses
  $ 1,162     $ 1,348  
Loans with allocated allowance for loan losses
    1,693       5,370  
Total
  $ 2,855     $ 6,718  
                 
Amount of allowance for loan losses allocated
  $ 146     $ 904  
Average impaired loans for the nine- and twelve- months ended
  $ 2,581     $ 4,304  
Interest recognized on impaired loans for the nine- and twelve- months ended
  $ 58     $ 246  
Cash received on impaired loans for the nine- and twelve- months ended
  $ 56     $ 246  

 
15

 

Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)

6.  Loans Receivable (continued)

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio class and based on impairment method as of March 31, 2011.  There were no loans acquired with deteriorated credit quality at March 31, 2011.

(in thousands)
 
Recorded investment in loans
   
Ending allowance attributed to loans
   
Unallocated allowance
   
Total allowance
 
                         
                         
Loans individually evaluated for impairment:
                       
Residential real estate:
                       
  One- to four-family
  $ 2,855     $ 146     $     $ 146  
  Multi-family
                       
  Construction
                       
Nonresidential real estate and land
                       
Loans on deposits
                       
Consumer and other
                      --  
    $ 2,855     $ 146     $     $ 146  
                                 
Loans collectively evaluated for impairment:
                               
Residential real estate:
                               
  One- to four-family
  $ 156,583     $ 462     $     $ 462  
  Multi-family
    3,633       11             11  
  Construction
    1,779       5             5  
Nonresidential real estate and land
    12,207       36             36  
Loans on deposits
    2,598       8             8  
Consumer and other
    4,711       14             14  
Unallocated
                200       200  
    $ 181,511     $ 536     $ 200     $ 736  

 
16

 


Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)

6.  Loans Receivable (continued)

The following table presents loans individually evaluated for impairment by class of loans as of and for the nine months ended March 31, 2011:
 
         
Allowance
                   
   
Outstanding
    for Loan    
Average
   
Interest
       
   
Principal
   
Losses
   
Recorded
   
Income
   
Cash
 
(in thousands)
 
Balance
   
Allocated
   
Investment
   
Recognized
   
Received
 
With no related allowance recorded:
                             
One- to four-family
  $ 1,162     $     $ 1,336     $ 40     $ 40  
                                         
With an allowance recorded:
                                       
One- to four-family
  $ 1,693     $ 146     $ 1,245     $ 18     $ 16  
 
Nonperforming loans were as follows:

   
March 31,
   
June 30,
 
   
2011
   
2010
 
   
(In thousands)
 
             
Nonaccrual loans
  $ 2,123     $ 7,671  
Restructured loans
    732        
Loans past due 90 days or more and still accruing
          112  
Total
  $ 2,855     $ 7,783  

The following table presents the recorded investment in nonaccrual and loans past due over 90 days still on accrual by class of loans as of March 31, 2011:

(in thousands)
 
Nonaccrual
   
Loans Past Due Over 90 Days Still Accruing
 
Consumer and other
  $ 20     $ -  
One- to four-family residential real estate
    2,103       -  
                 
Total
  $ 2,123     $ -  

 
17

 

Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)

6.   Loans Receivable (continued)

Troubled Debt Restructurings:

The Company has allocated $8,000 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of March 31, 2011.  The Company has no commitments to lend additional amounts as of March 31, 2011, to customers with outstanding loans that are classified as troubled debt restructurings.


The following table presents the aging of the principal balance outstanding in past due loans as of March 31, 2011, by class of loans:

(in thousands)
 
30-89 Days Past Due
   
Greater than 90 Days Past Due
   
Total Past Due
   
Loans Not Past Due
   
Total
 
Residential real estate:
                             
  One-to four-family
  $ 2,729     $ 2,103     $ 4,832     $ 154,606     $ 159,438  
  Multi-family
                      3,633       3,633  
  Construction
                      1,779       1,779  
Nonresidential real estate and land
                      12,207       12,207  
Loans on deposits
                      2,598       2,598  
Consumer and other
          20       20       4,691       4,711  
Total
  $ 2,729     $ 2,123     $ 4,852     $ 179,514     $ 184,366  

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.  The Company analyzes loans individually by classifying the loans as to credit risk.  This analysis is performed on an annual basis.  The Company uses the following definitions for risk ratings:

Special Mention.  Loans classified as special mention have a potential weakness that deserves management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard.  Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful.  Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.
 
 
18

 

Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)

6.   Loans Receivable (continued)

Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans.  Loans listed that are not rated are included in groups of homogeneous loans and are evaluated for credit quality based on performing status.  See the aging of past due loan table above.  As of March 31, 2011, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

(in thousands)
 
Pass
   
Special Mention
   
Substandard
   
Doubtful
   
Not rated
 
Residential real estate:
                             
  One- to four-family
  $     $ 68     $ 3,534     $     $ 155,836  
  Multi-family
    3,633                          
  Construction
    1,779                          
Nonresidential real estate and land
    11,933       274                    
Loans on deposits
                            2,598  
Consumer and other
                20             4,691  

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,
 
   
2011
   
2010
 
   
(In thousands)
 
Beginning balance
  $ 1,535     $ 678  
Provision for losses on loans
    669       1,099  
Charge-offs
    (1,322 )     (88 )
                 
Ending balance
  $ 882     $ 1,689  

 
19

 

Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)
 
6.   Loans Receivable (continued)

 
The following table presents the activity in the allowance for loan losses by portfolio segment for the nine months ended March 31, 2011:

(in thousands)
 
Beginning balance
   
Provision for loan losses
   
Loans charged off
   
Recoveries
   
Ending balance
 
Residential real estate:
                             
  One- to four-family
  $ 1,261     $ 669     $ (1,322 )   $     $ 608  
  Multi-family
    11                         11  
  Construction
    5                         5  
Nonresidential real estate and land
    36                         36  
Loans on deposits
    8                         8  
Consumer and other
    14                         14  
Unallocated
    200                         200  
     Totals
  $ 1,535     $ 669     $ (1,322 )   $     $ 882  
 
The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended March 31, 2011:

(in thousands)
 
Beginning balance
   
Provision for loan losses
   
Loans charged off
   
Recoveries
   
Ending balance
 
Residential real estate:
                             
  One- to four-family
  $ 1,329     $ 601     $ (1,322 )   $     $ 608  
  Multi-family
    11                         11  
  Construction
    5                         5  
Nonresidential real estate and land
    36                         36  
Loans on deposits
    8                         8  
Consumer and other
    14                         14  
Unallocated
    200                         200  
     Totals
  $ 1,603     $ 601     $ (1,322 )   $     $ 882  
 
8.  Commitments
 
As of March 31, 2011, loan commitments and unused lines of credit totaled $10.8 million, an increase of $107,000 or 1.1% from the June 30, 2010 level.  At March 31, 2011, loan commitments included $345,000 in undisbursed construction loans, a $286,000 or 45.3% decrease from the June 30, 2010 level, while one- to four-family mortgage loans totaled $1.7 million, an $855,000 or 97.4% increase, while there were no commitments outstanding on other real estate and lines of credit secured by equity in real property totaled $8.8 million, a $462,000 or 5.0% decrease between reference points.
 
 
20

 

Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(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).
 
 
21

 
 
Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)

9.   Disclosures About Fair Value of Assets and Liabilities (continued)
 
Financial assets measured at fair value on a recurring basis are summarized below:
 
      Fair Value Measurements at March 31, 2011  
      (in thousands)  
         
Quotes Prices
             
         
in Active
   
Significant
       
         
Markets for
   
Other
   
Significant
 
         
Identical
   
Observable
   
Unobservable
 
         
Assets
   
Inputs
   
Inputs
 
Description
 
Total
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Agency mortgage-backed: residential
  $ 209     $ -     $ 209     $ -  
 
   
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
 
Total
   
(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 March 31, 2011  
      (in thousands)  
         
Quotes Prices
             
         
in Active
   
Significant
       
         
Markets for
   
Other
   
Significant
 
         
Identical
   
Observable
   
Unobservable
 
         
Assets
   
Inputs
   
Inputs
 
Description
 
Total
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Impaired loans: One- to four-family
  $ 1,547     $ -     $ -     $ 1,547  

Impaired loans with allocated allowance for loan losses had a carrying amount of $1.693 million and a specific valuation allowance of $146,000 at March 31, 2011.  A specific allowance provision of $27,000 was made for the nine- and three month period ended March 31, 2011.
 
   
Fair Value Measurements at June 30, 2010 .
 
      (in thousands)  
         
Quotes Prices
             
         
in Active
   
Significant
       
         
Markets for
   
Other
   
Significant
 
         
Identical
   
Observable
   
Unobservable
 
         
Assets
   
Inputs
   
Inputs
 
   
Total
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Impaired loans: One- to four-family
  $ 4,466     $ -     $ -     $ 4,466  
 
 
22

 
 
Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)

9.  Disclosures About Fair Value of Assets and Liabilities (continued)

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 table is a 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.

The following methods were used to estimate the fair value of all other financial instruments at March 31, 2011 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 for the other securities.

 
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.
 
 
23

 
 
Kentucky First Federal Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

March 31, 2011
(unaudited)

9.  Disclosures About Fair Value of Assets and Liabilities (continued)

Federal Home Loan Bank advances:  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, 2011 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 March 31, 2011 and June 30, 2010 are as follows:
 
   
March 31, 2011
   
June 30, 2010
 
   
Carrying
   
Fair
   
Carrying
   
Fair
 
   
value
   
value
   
value
   
value
 
   
(In Thousands)
 
Financial assets
                       
Cash and cash equivalents
  $ 6,314     $ 6,314     $ 8,362     $ 8,362  
Interest-earning deposits
    100       100       100       100  
Available-for-sale securities
    209       209       246       246  
Held-to-maturity securities
    7,385       7,778       9,435       10,026  
Loans held for sale
    325       336       370       383  
Loans receivable - net
    183,212       190,504       190,618       198,203  
Federal Home Loan Bank stock
    5,641       n/a       5,641       n/a  
Accrued interest receivable
    503       503       518       518  
                                 
Financial liabilities
                               
Deposits
  $ 142,411     $ 144,675     $ 144,969     $ 147,280  
Federal Home Loan Bank advances
    25,926       24,778       32,009       30,590  
Advances by borrowers for taxes and insurance
    321       321       335       335  
Accrued interest payable
    113       113       145       145  

 
24

 
 
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 nine month periods ended March 31, 2011 and 2010, along with the related calculations of tax-equivalent net interest income, net interest margin and net interest spread for the related periods.

   
Nine Months Ended March 31,
 
   
2011
   
2010
 
   
Average
Balance
   
Interest
And
Dividends
   
Yield/
Cost
   
Average Balance
   
Interest
And Dividends
   
Yield/
Cost
 
   
(Dollars in thousands)
 
Interest-earning assets:
                                   
Loans
  $ 190,950     $ 7,644       5.34 %   $ 191,390     $ 7,984       5.56 %
Mortgage-backed securities
    8,689       277       4.25       11,502       367       4.25  
Other securities
    1,264       2       0.21       5,274       135       3.41  
Other interest-earning assets
    12,826       184       1.91       8,735       197       3.01  
Total interest-earning assets
    213,729       8,107       5.06       216,901       8,683       5.34  
                                                 
Less: Allowance for loan losses
    (1,532 )                     (1,292 )                
Non-interest-earning assets
    23,228                       22,857                  
Total assets
  $ 235,425                     $ 238,466                  
                                                 
Interest-bearing liabilities:
                                               
Demand deposits
  $ 13,727     $ 65       0.63 %   $ 12,594     $ 80       0.85 %
Savings
    30,690       227       0.99       29,513       217       0.98  
Certificates of deposit
    99,994       1,712       2.28       100,035       2,359       3.14  
Total deposits
    144,411       2,004       1.85       142,142       2,656       2.49  
Borrowings
    30,817       545       2.36       35,817       1,195       4.45  
Total interest-bearing liabilities
    175,228       2,549       1.94       177,959       3,851       2.89  
                                                 
Noninterest-Bearing demand deposits
    942                       699                  
Noninterest-bearing liabilities
    1,826                       2,513                  
Total liabilities
    177,996                       181,171                  
                                                 
Shareholders’ equity
    57,429                       57,295                  
Total liabilities and shareholders’ equity
  $ 235,425                     $ 238,466                  
Net interest income/average yield
          $ 5,558       3.12 %           $ 4,832       2.45 %
Net interest margin
                    3.47 %                     2.97 %
Average interest-earning assets to average interest-bearing liabilities
                    121.97 %                     121.88 %

 
25

 

Kentucky First Federal Bancorp

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Average Balance Sheets (continued)

The following table represents the average balance sheets for the three month periods ended March 31, 2011 and 2010, 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 March 31,
 
   
2011
   
2010
 
   
Average
Balance
   
Interest
And
Dividends
   
Yield/
Cost
   
Average Balance
   
Interest
And Dividends
   
Yield/
Cost
 
   
(Dollars in thousands)
 
Interest-earning assets:
                                   
Loans
  $ 188,757     $ 2,485       5.27 %   $ 193,052     $ 2,701       5.60 %
Mortgage-backed securities
    7,845       84       4.28       10,860       115       4.24  
Other securities
    711       1       0.56       5,157       44       3.41  
Other interest-earning assets
    12,127       65       2.14       9,580       64       2.67  
Total interest-earning assets
    209,440       2,635       5.03       218,649       2,924       5.35  
                                                 
Less: Allowance for loan losses
    (1,545 )                     (1,618 )                
Non-interest-earning assets
    23,064                       23,112                  
Total assets
  $ 230,959                     $ 240,143                  
                                                 
Interest-bearing liabilities:
                                               
Demand deposits
  $ 13,880     $ 16       0.46 %   $ 14,656     $ 22       0.60 %
Savings
    31,020       77       0.99       29,796       72       0.97  
Certificates of deposit
    97,994       491       2.00       101,490       720       2.84  
Total deposits
    142,894       584       1.64       145,942       814       2.23  
Borrowings
    27,363       141       2.06       36,342       389       4.28  
Total interest-bearing liabilities
    170,257       725       1.70       182,284       1,203       2.64  
                                                 
Noninterest-Bearing demand deposits
    757                       1,054                  
Noninterest-bearing liabilities
    1,488                       1,997                  
Total liabilities
    172,502                       185,335                  
                                                 
Shareholders’ equity
    58,457                       54,808                  
Total liabilities and shareholders’ equity
  $ 230,959                     $ 240,143                  
Net interest income/average yield
          $ 1,910       3.33 %           $ 1,721       2.71 %
Net interest margin
                    3.65 %                     3.15 %
Average interest-earning assets to average interest-bearing liabilities
                    123.01 %                     119.95 %

 
26

 

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 March 31, 2011

Assets:  At March 31, 2011, the Company’s assets totaled $228.7 million, an decrease of $8.3 million, or 3.5%, from total assets at June 30, 2010.  This decrease was attributed primarily to a decrease in loans receivable.

Cash and cash equivalents: Cash and cash equivalents decreased by $2.0 million to $6.3 million at March 31, 2011.  It is management’s intention to continue deploying excess liquidity into mortgage loans and investment securities to the extent possible, while maintaining adequate liquidity at all times.

Loans:  Loans receivable, net, decreased by $7.4 million or 3.9% to $183.2 million at March 31, 2011.  The foreclosure of loans made primarily to one borrower resulted in the charge-off of $1.3 million and the addition of $3.3 million in property to other real estate owned.  See “Non-Performing Loans.”  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.  However, loan demand has weakened as a result of the downturn in the economy and we expect to see a continued decrease in demand for home loans until the housing market regains a strong footing.

Non-Performing Loans:  At March 31, 2011, the Company had non-performing loans of approximately $2.9 million, or 1.6% of total loans, compared to $7.8 million or 4.05%, of total loans at June 30, 2010.  At March 31, 2011, the Company’s allowance for loan losses of $882,000 represented 30.9% of nonperforming loans and 0.48% of total loans compared to an 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 March 31, 2011, including loans and real estate acquired through foreclosure (“REO”).  Classified loans as a percentage of net loans was 3.8% and 3.7% at March 31, 2011 and June 30, 2010, respectively.  All substandard loans were secured by residential property on which the banks have priority lien position.  The table below summarizes substandard loans and negative escrows on those loans at March 31, 2011:
 
   
Number
       
   
of
   
Carrying
 
   
Loans
   
Value
 
1-4 family, owner occupied 
    26     $ 1,637  
1-4 family, non-owner occupied
    5       880  
Multi-family, non-owner occupied                                                          
    2       1,059  
      Total substandard loans
    33     $ 3,576  
 
Previously included in classified loans was one credit relationship which was determined to be impaired during the three-month period ended December 31, 2009.  Since that time foreclosure action has been effectively completed as of March 31, 2011.  The Company had been overseeing the rental units under its assignment of rents before acquiring deed to the properties.
 
 
27

 

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 March 31, 2011 (continued)

At March 31 2011, the Company had $342,000 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 March 31, 2011, no loans were classified as doubtful or loss for regulatory purposes.  For further information on non-performing loans see “Note 6.  Loans Receivable” of the Notes to Consolidated Financial Statements set forth in Item 1, above.

The following table presents the aggregate carrying value of REO at March 31, 2011:

   
Number
   
Aggregate
 
   
of
   
Carrying
 
   
Properties
   
Value
 
Single-family homes 
    39     $ 1,927  
2-4 family properties
    12       1,488  
16-plex
    1       236  
Building lot 
    1       15  
      Total substandard loans
    53     $ 3,666  
 
Mortgage-Backed and other Securities:  At March 31, 2011, the Company’s mortgage-backed securities had decreased $2.1 million or 21.6% to $7.6 million.

Liabilities: At March 31, 2011, the Company’s liabilities totaled $170.4 million, a decrease of $8.7 million, or 4.9%, from total liabilities at June 30, 2010.  The decrease in liabilities was attributed primarily to a $6.1 million, or 19.0%, decrease in Federal Home Loan Bank advances, which decreased to $25.9 million at March 31, 2011, Deposits also decreased $2.6 million or 1.8% to $142.4 million at March 31, 2011.  Management’s strategy regarding the restructuring of its advances has been successful.  Our need for advances funding is directly related to loan demand.  Our strategy has allowed us to refinance our borrowings at lower overall interest rates and to repay excess funds without incurring penalties.

Shareholders’ Equity:  At March 31, 2011, the Company’s shareholders’ equity totaled $58.3 million, an increase of $487,000 or 0.8% from the June 30, 2010 total.

The Company paid dividends of $856,000 or 71.3% of net income for the nine-month period 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 March 31, 2011, 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 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.

 
28

 

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, 2011 and 2010

General

Net income totaled $1.2 million for the nine months ended March 31, 2011, an increase of $1.1 million from net income of $131,000 for the same period in 2010.  The increase was primarily attributable to higher net interest income and lower provision for loan losses.

Net Interest Income

Net interest income increased $726,000 or 15.0% to $5.6 million for the nine-month period ended March 31, 2011, compared to the 2010 period, due to interest expense decreasing at a faster pace than interest income.  Interest income decreased by $576,000, or 6.6%, to $8.1 million, while interest expense decreased $1.3 million or 33.8% to $2.5 million for the nine months ended March 31, 2011.

Interest income on loans decreased $340,000 or 4.3% to $7.6 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, 2011, decreased $440,000 or 0.2% to an average of $191.0 million for the nine months just ended, while the average rate earned declined 22 basis points to 5.34% for the period just ended.  Interest income on mortgage-backed residential securities and other securities decreased $90,000 or 24.5% and $133,000 or 98.5%, respectively, to $277,000 and $2,000, respectively, for the nine months ended March 31, 2011.  The decrease in the income from securities was related to reduced volume, as securities matured and principal from mortgage-backed securities flowed back to the Company.  There were no sales of investments during the nine-month period just ended.

Interest expense on deposits and borrowings both declined period to period.  Interest expense on deposits decreased $652,000 or 24.5% to $2.0 million for the nine-month period ended March 31, 2011, while interest expense on borrowings declined $650,000 or 54.4% to $545,000 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 64 basis points to 1.85% for the most recent period, while the average balance of deposits increased $2.3 million or 1.60% to $144.4 million.  The decline in interest expense on borrowings was attributed primarily to lower rates paid on those borrowings outstanding, as the average rate paid declined 209 basis points to 2.36% for the most recent period.  The average balance of borrowings outstanding decreased $5.0 million or 14.0% to $30.8 million for the recently ended nine-month period.  If the general level of interest rates remains steady, we expect to see our time deposits continue to reprice to lower levels, although the rate of repricing will decline over time.  The decline in deposit repricing will likely cause the increase in our net interest margin to plateau.

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 $669,000 during the nine months ended March 31, 2011, compared to a provision of $1.1 million for the nine months ended March 31, 2010.  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.

 
29

 

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, 2011 and 2010 (continued)

Non-interest Income

Non-interest income totaled $219,000 for the nine months ended March 31, 2011, an increase of $13,000 from the same period in 2010, primarily as a result of an increase of $11,000 or 11.5% in net gains on sales of loans.  The Company continues to sell long-term, fixed rate mortgages to the Federal Home Loan Bank of Cincinnati under the relationship that has been used for a number of years.

Non-interest Expense

Non-interest expense totaled $3.9 million for the nine months ended March 31, 2011, an increase of $171,000, or 4.6%, compared to the same period in 2010.  The increase was due primarily to an increase in other operating expense.

Other operating expense totaled $672,000 for the nine months ended March 31, 2011, an increase of $194,000, or 40.6%, from the same period in 2010, primarily as a result of increased OREO expenses, legal fees and other outside service fees.  OREO expenses were $44,000 for the most recent nine-month period, compared to $6,000 for the year ago period, and were primarily attributed to water damage sustained in a single dwelling unit.  Foreclosure costs were $45,000 for the nine months ended March 31, 2011, while no comparable costs were charged in the prior year.  Legal fees were $105,000 for the nine months ended March 31, 2011, an increase of $42,000 or 65.6%, due chiefly to the Company’s recently settled dispute with the Internal Revenue Service.  Outside service fees increased $37,000 or 80.4% to $84,000 for the nine-month period just ended, and were associated with various consulting work and information technology fees.

Federal Income Tax Expense (Benefit)

The benefit from federal income taxes totaled $6,000 for the nine months ended March 31, 2011, a decrease of $72,000, compared to federal income tax expense recognized in the prior year period.  The Company recognized a $403,000 tax refund it was due from the Internal Revenue Service pursuant to a United States Tax Court decision signed February 3, 2011.  The effective tax rates were (0.5)% and 33.5% for the nine-month periods ended March 31, 2011 and 2010, respectively.
 
 
30

 
 
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, 2011 and 2010

General

Net income totaled $444,000 for the three months ended March 31, 2011, an increase of $142,000 or 47.0% from the net income of $302,000 for the same period in 2010.  The increase was primarily attributable to the refund of federal taxes and higher net interest income.

Net Interest Income

Net interest income increased $189,000 or 11.0% to $1.9 million for the three month period ended March 31, 2011, compared to the 2010 period, due to interest expense decreasing at a faster pace than interest income.  Interest income decreased by $289,000, or 9.9%, to $2.6 million, while interest expense decreased $478,000 or 39.7% to $725,000 for the three months ended March 31, 2011.

Interest income on loans decreased $216,000 or 8.0% to $2.5 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 March 31, 2011, decreased $4.3 million or 2.2% to an average of $188.8 million for the three months just ended, while the average rate earned declined 33 basis points to 5.27%.  Interest income on securities decreased $74,000 or 46.5% to $85,000 for the three months ended March 31, 2011, primarily as a result of maturity of the investment securities.  The average balance of other securities outstanding declined from $5.2 million for the three months ended March 31, 2010 to $711,000 for the current period ended, while average mortgage-backed residential securities decreased $3.0 million or 27.8% to $7.8 million for the three month period ended March 31, 2011.  The average rate earned on mortgage-backed securities was 4.28% for the most recent quarterly period compared to 4.24% for the prior year period.  The average rate earned on other securities decreased 285 basis points to 0.56% for the period just ended.

Interest expense on deposits and borrowings both declined period to period.  Interest expense on deposits decreased $230,000 or 28.3% to $584,000 for the three-month period ended March 31, 2011, while interest expense on borrowings declined $248,000 or 63.8% to $141,000 for the same period.  The decline in interest expense on deposits was attributed both to a reduction in the average rate paid on the deposits as well as a decrease in the average balance of deposits period to period.  The average rate paid on deposits decreased 59 basis points to 1.64% for the most recent period, while the average balance of interest-bearing deposits decreased $3.0 million or 2.1% to $142.9 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 $9.0 million or 24.7% to $27.4 million for the most recent period, while the average rate paid on borrowings decreased 222 basis points to 2.06% for the recently ended three-month period.
 
 
31

 

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, 2011 and 2010 (continued)

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 $601,000 during the three months ended March 31, 2011, compared to a provision of $71,000 for the three months ended March 31, 2010.  The provision for loan loss in the most recent quarter was necessary to restore the Company’s loan loss reserves to a level that management determined appropriate.  The Company’s loan loss reserves were substantially depleted when charges were recorded upon the foreclosure of a single credit.  REO was recorded using an updated, lower appraisal value on the project.  For further information on the amounts charged off during the period, see “Note 7 Allowance for Loan Losses” in the Notes to Consolidated Financial Statements set forth in Item 1, above.  The project includes 34 rental modular homes, which have a high occupancy rate and represent approximately one-half of the homes in the development.  Because the properties are expected to provide more than adequate cash flow for upkeep and management, the Company plans to market these properties collectively.  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 $65,000 for the three months ended March 31, 2011, a decrease of $12,000 from the same period in 2010, primarily as a result of a decrease in the gain on sales of loans.  The gain on sale of  loans was $15,000 for the recent quarter ended, a decrease of $22,000 or 59.5%, compared three-month period in 2010.  The volume of the loans sold decreased from $1.3 million in the year-ago quarter to $487,000 for the recently ended quarter.

Non-interest Expense

Non-interest expense totaled $1.3 million for the three months ended March 31, 2011, an increase of $37,000, or 2.9%, compared to the same period in 2010.  The increase was due primarily to an increase in other operating expenses.  Other operating expense totaled $230,000 for the three months ended March 31, 2011, an increase of $79,000, or 52.3%, from the same period in 2010, primarily as a result of increased foreclosure costs and legal fees.  REO expenses and foreclosure costs were $17,000 and $29,000, respectively, for the most recent quarterly period, while legal fees increased $15,000 or 71.4% to $36,000 for the quarter just ended.

Federal Income Tax Expense

The benefit for federal income taxes totaled $375,000 for the three months ended March 31, 2011, compared to $157,000 federal income tax expense in the same period in 2010.  The benefit for federal income tax was due primarily to a $403,000 tax refund the Company recognized.  The effective tax rates were (287.1)% and 34.2% for the three-month periods ended March 31, 2011 and 2010, respectively.

 
32

 

Kentucky First Federal Bancorp

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.

During the quarter ended March 31, 2011, management evaluated its method of calculating the number of shares to be released for its employee stock ownership plan (“ESOP”), as well as ita accounting associated with the ESOP.  In connection with its review and evaluation, management has initiated the following changes:

·  
Changed the method of calculating the number of shares to be committed to be released to participants; and
 
·  
Segregated the dividends associated with unallocated ESOP shares from Company funds.

As a result of taking the above actions, management has concluded that it has remediated the material weakness identified during the quarter ended December 31, 2010.  Notwithstanding the evaluation and initiation of these remediation actions, the identified material weaknesses in our internal controls over financial reporting, which were described in Item 9A of our Form 10-K for the year ended June 30, 2010, 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.
 
 
33

 

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, 2011.
 
             
Total # of
   
Maximum
# of shares
 
       
Average
   
shares
purchased
   
that may
yet be
 
   
Total
 
price paid
per share
   
 publicly
announced
   
purchased
under
 
Period
 
# of shares
purchased
 
(incl
commissions)
   
plans or
programs
   
the plans or programs
 
January 1-31, 2011
        $             97,500  
February 1-28, 2011
    5,000     $             92,500  
March 1-31, 2011
        $             92,500  
 
(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.
 
Not applicable.

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).

 
34

 

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 16, 2011
By:
/s/ Tony D. Whitaker    
    Tony D. Whitaker  
    Chairman of the Board and Chief Executive Officer  
       
 
Date: May 16, 2011  
By:
/s/ R. Clay Hulette    
    R. Clay Hulette  
    Vice President and Chief Financial Officer  
 
 
35