Kentucky First Federal Bancorp 10-Q for FY2023 Q1
Kentucky First Federal Bancorp (KFFB)
About this 10-Q
Kentucky First Federal Bancorp filed this 10-Q on November 14, 2022, covering the quarter ended September 30, 2022 (FY2023 Q1).
Headline figures
Quarter ended September 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $373K
- down 34.3% from net income of $568K a year earlier
- Diluted EPS
- $0.05
- down 28.6% from $0.07 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from ____________ to _______________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)(Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days:
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller Reporting Company | ||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each
of the issuer’s classes of common stock, as of the latest practicable date: At November 8, 2022, the latest practicable date, the
Corporation had
INDEX
i
PART I – FINANCIAL INFORMATION
ITEM 1: Financial Statements
Kentucky First Federal Bancorp
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
| September 30, 2022 | June 30, 2022 | |||||||
| Unaudited | ||||||||
| ASSETS | ||||||||
| Cash and due from financial institutions | $ | $ | ||||||
| Fed funds sold | ||||||||
| Interest-bearing demand deposits | ||||||||
| Cash and cash equivalents | ||||||||
| Securities available for sale | ||||||||
| Securities held-to-maturity, at amortized cost- approximate fair value of $ | ||||||||
| Loans held for sale | – | |||||||
| Loans, net of allowance of $ | ||||||||
| Other real estate owned, net | ||||||||
| Premises and equipment, net | ||||||||
| Federal Home Loan Bank stock, at cost | ||||||||
| Accrued interest receivable | ||||||||
| Bank-owned life insurance | ||||||||
| Goodwill | ||||||||
| Prepaid income taxes | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Deposits | $ | $ | ||||||
| Federal Home Loan Bank advances | ||||||||
| Advances by borrowers for taxes and insurance | ||||||||
| Accrued interest payable | ||||||||
| Deferred income taxes | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Preferred stock, | ||||||||
| Common stock, | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Unearned employee stock ownership plan (ESOP) | ( | ) | ( | ) | ||||
| Treasury shares at cost, | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
1
Kentucky First Federal Bancorp
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share data)
| Three months ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Interest income | ||||||||
| Loans, including fees | $ | $ | ||||||
| Mortgage-backed securities | ||||||||
| Interest-bearing deposits and other | ||||||||
| Total interest income | ||||||||
| Interest expense | ||||||||
| Interest-bearing demand deposits | ||||||||
| Savings | ||||||||
| Certificates of deposit | ||||||||
| Deposits | ||||||||
| Borrowings | ||||||||
| Total interest expense | ||||||||
| Net interest income | ||||||||
| Provision for loan losses | ||||||||
| Net interest income after provision for loan losses | ||||||||
| Non-interest income | ||||||||
| Earnings on bank-owned life insurance | ||||||||
| Net gain on sales of loans | ||||||||
| Net gain on sale of other real estate owned | ||||||||
| Net loss on sales of real estate owned | ( | ) | ||||||
| Other | ||||||||
| Total non-interest income | ||||||||
| Non-interest expense | ||||||||
| Employee compensation and benefits | ||||||||
| Data processing | ||||||||
| Occupancy and equipment | ||||||||
| FDIC insurance premiums | ||||||||
| Voice and data communications | ||||||||
| Advertising | ||||||||
| Outside service fees | ||||||||
| Auditing and accounting | ||||||||
| Regulatory assessments | ||||||||
| Foreclosure and real estate owned expenses (net) | ||||||||
| Franchise and other taxes | ||||||||
| Other | ||||||||
| Total non-interest expense | ||||||||
| Income before income taxes | ||||||||
| Income tax expense | ||||||||
| NET INCOME | $ | $ | ||||||
| EARNINGS PER SHARE | ||||||||
| $ | $ | |||||||
| DIVIDENDS PER SHARE | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
2
Kentucky First Federal Bancorp
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands)
| Three months ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Net income | $ | $ | ||||||
| Other comprehensive gains (losses), net of tax: | ||||||||
| Unrealized losses on securities designated as available-for-sale, net of tax benefits of $ | ( | ) | – | |||||
| Comprehensive income (loss) | $ | ( | ) | $ | ||||
See accompanying notes to condensed consolidated financial statements.
3
Kentucky First Federal Bancorp
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the three months ended
(Unaudited)
(Dollar amounts in thousands, except per share data)
September 30, 2022
| Common stock | Additional paid-in capital | Retained earnings | Unearned employee stock ownership plan (ESOP) | Treasury shares | Accumulated other comprehensive income (loss) | Total | ||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||
| Net income | – | |||||||||||||||||||||||||||
| Allocation of ESOP shares | – | – | – | – | – | |||||||||||||||||||||||
| Other comprehensive loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Cash dividends of $ | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
September 30, 2021
| Common stock | Additional paid-in capital | Retained earnings | Unearned employee stock ownership plan (ESOP) | Treasury shares | Accumulated other comprehensive income | Total | ||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Allocation of ESOP shares | – | ( | ) | – | – | – | ||||||||||||||||||||||
| Cash dividends of $ | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
Kentucky First Federal Bancorp
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
| Three months ended | ||||||||
| September 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation | ||||||||
| Accretion of purchased loan credit discount | ( | ) | ( | ) | ||||
| Amortization of deferred loan origination costs (fees) | ( | ) | ( | ) | ||||
| Amortization of premiums on investment securities | ( | ) | ||||||
| Net gain on sale of loans | ( | ) | ( | ) | ||||
| Net (gain) loss on sale of other real estate | ( | ) | – | |||||
| Net (gain) loss on sale of real estate owned | – | |||||||
| ESOP compensation expense | ||||||||
| Earnings on bank-owned life insurance | ( | ) | ( | ) | ||||
| Provision for loan losses | – | |||||||
| Origination of loans held for sale | ( | ) | ( | ) | ||||
| Proceeds from loans held for sale | ||||||||
| Increase (decrease) in cash, due to changes in: | ||||||||
| Accrued interest receivable | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Accrued interest payable | ( | ) | ||||||
| Other liabilities | ||||||||
| Income taxes | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Purchase of investments available for sale | ( | ) | – | |||||
| Maturities of time deposits in other financial institutions | – | |||||||
| Securities maturities, prepayments and calls: | ||||||||
| Held to maturity | ||||||||
| Available for sale | ||||||||
| Proceeds from redemption of FHLB stock | – | |||||||
| Proceeds from sale of other real estate | – | |||||||
| Loans originated for investment, net of principal collected | ( | ) | ||||||
| Proceeds from sale of real estate owned | – | |||||||
| Additions to premises and equipment, net | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Net increase (decrease) in deposits | ( | ) | ||||||
| Payments by borrowers for taxes and insurance, net | ||||||||
| Proceeds from Federal Home Loan Bank advances | ||||||||
| Repayments on Federal Home Loan Bank advances | ( | ) | ( | ) | ||||
| Dividends paid on common stock | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Beginning cash and cash equivalents | ||||||||
| Ending cash and cash equivalents | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
5
Kentucky First Federal Bancorp
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(In thousands)
| Three months ended September 30, |
||||||||
| 2022 | 2021 | |||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Federal income taxes | $ | $ | ||||||
| Interest on deposits and borrowings | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
6
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2022
(unaudited)
The Kentucky First Federal Bancorp (“Kentucky First” or the “Company”) was incorporated under federal law in March 2005 and is the mid-tier holding company for First Federal Savings and Loan Association of Hazard, Hazard, Kentucky (“First Federal of Hazard”) and Frankfort First Bancorp, Inc. (“Frankfort First”). Frankfort First is the holding company for First Federal Savings Bank of Kentucky, Frankfort, Kentucky (“First Federal of Kentucky”). First Federal of Hazard and First Federal of Kentucky (hereinafter collectively the “Banks”) are Kentucky First’s primary operations, which consist of operating the Banks as two independent, community-oriented savings institutions.
In December 2012, the Company acquired CKF Bancorp, Inc., a savings and loan holding company which operated three banking locations in Boyle and Garrard Counties in Kentucky. In accounting for the transaction, the assets and liabilities of CKF Bancorp were recorded on the books of First Federal of Kentucky in accordance with accounting standard ASC 805, Business Combinations.
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements, which represent the condensed consolidated balance sheets and results of operations of the Company, were prepared in accordance with the instructions for Form 10-Q and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles. However, in the opinion of management, all adjustments (consisting of only normal recurring adjustments) which are necessary for a fair presentation of the condensed consolidated financial statements have been included. The results of operations for the three-month period ended September 30, 2022, are not necessarily indicative of the results which may be expected for an entire fiscal year. The condensed consolidated balance sheet as of June 30, 2022, 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 condensed 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 2022 filed with the Securities and Exchange Commission.
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 Kentucky (collectively hereinafter “the Banks”). All intercompany transactions and balances have been eliminated in consolidation.
New Accounting Standards
FASB ASC 326 - In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The final standard will change estimates for credit losses related to financial assets measured at amortized cost such as loans, held-to-maturity debt securities, and certain other contracts. For estimating credit losses, the FASB is replacing the incurred loss model with an expected loss model, which is referred to as the current expected credit loss (CECL) model. The Company will now use forward-looking information to enhance its credit loss estimates. The amendment requires enhanced disclosures to aid investors and other users of financial statements to better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of our portfolio. The largest impact to the Company will be on its allowance for loan and lease losses, although the ASU also amends the accounting for credit losses on available-for-sale debt securities, held-to-maturity securities, and purchased financial assets with credit deterioration. The standard is effective for public companies for annual periods and interim periods within those annual periods beginning after December 15, 2019. However, the FASB has delayed the implementation of the ASU for smaller reporting companies until years beginning after December 15, 2022, or in the Company’s case the fiscal year beginning July 1, 2023. ASU 2016-13 will be applied through a cumulative effect adjustment to retained earnings (modified-retrospective approach), except for debt securities for which an other-than-temporary impairment had been recognized before the effective date. A prospective transition approach is required for these debt securities.
7
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
1. Basis of Presentation (continued)
New Accounting Standards (continued)
We have selected and engaged a third-party software provider for modeling our data and plan to test our new system before implementing it. We expect to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact of the new guidance on the consolidated financial statements. However, the Company does expect ASU 2016-13 to add complexity and costs to its current credit loss evaluation process.
In March 2022 the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, as an update to its post-implementation review activities associated with ASU No. 2016-13. The amendments in this Update eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables-Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance provided to determine whether a modification results in a new loan or a continuation of an existing loan. This Update also requires disclosure by public business entities of current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost. Because the Company has not yet adopted amendments in Update 2016-13, the amendments in this Update are effective for the fiscal year beginning July 1, 2023.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
2. 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:
| Three months ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| $ | $ | |||||||
| $ | $ | |||||||
There were no stock option shares outstanding for the three-month periods ended September 30, 2022 and 2021.
8
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
3. Investment Securities
The following table summarizes the amortized cost and fair value of securities available-for-sale and securities held-to-maturity at September 30, 2022 and June 30, 2022, the corresponding amounts of gross unrealized gains recognized in accumulated other comprehensive income and gross unrecognized gains and losses:
| September 30, 2022 | ||||||||||||||||
| (in thousands) | Amortized cost | Gross unrealized gains | Gross unrealized losses | Estimated fair value | ||||||||||||
| Available-for-sale Securities | ||||||||||||||||
| Agency mortgage-backed: residential | $ | $ | | $ | $ | |||||||||||
| Held-to-maturity Securities | ||||||||||||||||
| Agency mortgage-backed: residential | $ | $ | $ | $ | ||||||||||||
| June 30, 2022 | ||||||||||||||||
| (in thousands) | Amortized cost | Gross unrealized/ unrecognized gains | Gross unrealized/ unrecognized losses | Estimated fair value | ||||||||||||
| Available-for-sale Securities | ||||||||||||||||
| Agency mortgage-backed: residential | $ | $ | $ | $ | ||||||||||||
| Held-to-maturity Securities | ||||||||||||||||
| Agency mortgage-backed: residential | $ | $ | $ | $ | ||||||||||||
At September 30, 2022 and June 30, 2022 the Company’s debt securities consisted of mortgage-backed securities, which do not have a single maturity date. 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.
Our pledged securities (including overnight and
time deposits in other financial institutions) totaled $
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. Those securities were agency mortgage-backed securities, which carry a very limited amount of risk. Also, we have no intention to sell nor feel that we will be compelled to sell such securities before maturity. Based on our evaluation, no impairment has been recognized through earnings. The following table provides the amortized cost, gross unrealized losses, fair value, and length of time the individual securities have been in a continuous unrealized loss position as of September 30, 2022.
Available-for-Sale
| (in thousands) | Amortized Cost | Gross Unrealized Losses | Fair Value | |||||||||
| Less Than 12 Months | ||||||||||||
| Mortgage-backed securities | $ | $ | $ | |||||||||
| 12 Months or More | ||||||||||||
| Mortgage-backed securities | ||||||||||||
| Total temporarily impaired AFS securities | $ | $ | $ | |||||||||
9
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
3. Investment Securities (continued)
Held to Maturity
| (in thousands) | Amortized Cost | Gross Unrealized Losses | Fair Value | |||||||||
| Less Than 12 Months | ||||||||||||
| Mortgage-backed securities | $ | $ | $ | |||||||||
| 12 Months or More | ||||||||||||
| Mortgage-backed securities | ||||||||||||
| Total temporarily impaired HTM securities | $ | $ | $ | |||||||||
4. Loans receivable
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal amount outstanding, adjusted for deferred loan origination costs, net, discounts on purchased loans, and the allowance for loan losses. Interest income is accrued on the unpaid principal balance unless the collectability of the loan is in doubt. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments. Interest income on one- to four-family residential loans is generally discontinued at the time a loan is 180 days delinquent and on other loans at the time a loan is 90 days delinquent. All other loans are moved to non-accrual status in accordance with the Company’s policy, typically 90 days after the loan becomes delinquent. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Nonaccrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
The composition of the loan portfolio was as follows:
| September 30, | June 30, | |||||||
| (in thousands) | 2022 | 2022 | ||||||
| Residential real estate | ||||||||
| One- to four-family | $ | $ | ||||||
| Multi-family | ||||||||
| Construction | ||||||||
| Land | ||||||||
| Farm | ||||||||
| Nonresidential real estate | ||||||||
| Commercial and industrial | ||||||||
| Consumer and other: | ||||||||
| Loans on deposits | ||||||||
| Home equity | ||||||||
| Automobile | ||||||||
| Unsecured | ||||||||
| Allowance for loan losses | ( | ) | ( | ) | ||||
| $ | $ | |||||||
The amounts above include net deferred loan costs
of $
10
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
4. Loans receivable (continued)
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 uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loss experience, the nature and volume of the portfolio, trends in the level of delinquent and problem loans, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral and current and anticipated economic conditions in the primary lending area. 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.
The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired or loans otherwise classified as substandard or doubtful. The general component covers all loans and is based on historical loss experience adjusted for current factors. In consultation with regulators, the Company considers a time frame of two years when estimating the appropriate level of allowance for loan losses. This period may be shortened or extended based on anticipated trends in the banks or in the banks’ markets.
The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent eight quarters. 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; changes in lending policies, procedures and practices; experience, ability and depth of lending management and other relevant staff; economic trends and conditions; industry conditions; and effects of changes in credit concentrations. Our portfolio segments include residential real estate, nonresidential real estate and land, loans on deposits and consumer and other loans. Risk factors associated with our portfolio segments are as follows:
Residential Real Estate
Our primary lending activity is the origination of mortgage loans, which enable a borrower to purchase or refinance existing homes in the Banks’ respective market areas. We further classify our residential real estate loans as one- to four-family (owner-occupied vs nonowner-occupied), multi-family or construction. We believe that our first mortgage position on loans secured by residential real estate presents lower risk than our other loans, with the exception of loans secured by deposits.
We offer a mix of adjustable-rate and fixed-rate
mortgage loans with terms up to 30 years for owner-occupied properties. For these properties a borrower may be able to borrow up to
We offer loans on one- to four-family rental properties
at a maximum of
We also originate loans to individuals to finance
the construction of residential dwellings for personal use or for use as rental property. We occasionally lend to builders for construction
of speculative or custom residential properties for resale, but on a limited basis. Construction loans are generally less than one year
in length, do not exceed
11
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
4. Loans receivable (continued)
Multi-family and Nonresidential Loans
We offer mortgage loans secured by residential
multi-family (five or more units), and nonresidential real estate. Nonresidential real estate loans are comprised generally of commercial
office buildings, churches and properties used for other purposes. Generally, these loans are originated for 25 years or less and do not
exceed
Consumer lending
Our consumer loans include home equity lines of
credit, loans secured by savings deposits, automobile loans, and unsecured loans. Home equity loans are generally second mortgage loans
subordinate only to first mortgages also held by the bank and do not exceed
The Banks choose the most appropriate method for accounting for impaired loans. For secured loans, which make up the vast majority of the loans in the Banks’ portfolio, this method involves determining the fair value of the collateral, reduced by estimated selling costs. Where appropriate, the Banks would account for impaired loans by determining the present value of expected future cash flows discounted at the loan’s effective interest rate.
A loan is considered impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Although most of our loans are secured by collateral, we rely heavily on the capacity of our borrowers to generate sufficient cash flow to service their debt. As a result, our loans do not become collateral-dependent until there is deterioration in the borrower’s cash flow and financial condition, which makes it necessary for us to look to the collateral for our sole source of repayment. Collateral-dependent loans which are more than ninety days delinquent are considered to constitute more than a minimum delay in repayment and are evaluated for impairment under the policy at that time.
We utilize updated independent appraisals to determine fair value for collateral-dependent loans, adjusted for estimated selling costs, in determining our specific reserve. In some situations, management does not secure an updated independent appraisal. These situations may involve small loan amounts or loans that, in management’s opinion, have an abnormally low loan-to-value ratio.
With respect to the Banks’ investment in troubled debt restructurings, multi-family and nonresidential loans, and the evaluation of impairment thereof, such loans are nonhomogenous and, as such, may be deemed to be collateral-dependent when they become more than 90 days delinquent. We obtain updated independent appraisals in these situations or when we suspect that the previous appraisal may no longer be reflective of the property’s current fair value. This process varies from loan to loan, borrower to borrower, and also varies based on the nature of the collateral.
12
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
4. Loans receivable (continued)
The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended September 30, 2022:
| (in thousands) | Beginning balance | Provision for loan losses | Loans charged off | Recoveries | Ending balance | |||||||||||||||
| Residential real estate: | ||||||||||||||||||||
| One-to four-family | $ | $ | $ | – | $ | $ | ||||||||||||||
| Multi-family | ||||||||||||||||||||
| Construction | ||||||||||||||||||||
| Land | ( | ) | – | |||||||||||||||||
| Farm | ||||||||||||||||||||
| Nonresidential real estate | ( | ) | ||||||||||||||||||
| Commercial nonmortgage | – | |||||||||||||||||||
| Consumer and other: | ||||||||||||||||||||
| Loans on deposits | – | – | – | |||||||||||||||||
| Home equity | ( | ) | ||||||||||||||||||
| Automobile | ||||||||||||||||||||
| Unsecured | – | – | – | |||||||||||||||||
| Totals | $ | $ | $ | – | $ | – | $ | |||||||||||||
The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended September 30, 2021:
| (in thousands) | Beginning balance | Provision for loan losses | Loans charged off | Recoveries | Ending balance | |||||||||||||||
| Residential real estate: | ||||||||||||||||||||
| One-to four-family | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||
| Multi-family | ( | ) | ||||||||||||||||||
| Construction | ||||||||||||||||||||
| Land | ( | ) | – | |||||||||||||||||
| Farm | ||||||||||||||||||||
| Nonresidential real estate | ||||||||||||||||||||
| Commercial nonmortgage | ( | ) | ||||||||||||||||||
| Consumer and other: | ||||||||||||||||||||
| Loans on deposits | ||||||||||||||||||||
| Home equity | ||||||||||||||||||||
| Automobile | ||||||||||||||||||||
| Unsecured | ( | ) | – | – | ||||||||||||||||
| Totals | $ | $ | – | $ | ( | ) | $ | – | $ | |||||||||||
13
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
4. 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 September 30, 2022. The recorded investment in loans excludes accrued interest receivable due to immateriality.
September 30, 2022:
| (in thousands) | Loans individually evaluated | Loans acquired with deteriorated credit quality* | Unpaid principal balance and recorded investment | Ending allowance attributed to loans | ||||||||||||
| Loans individually evaluated for impairment: | ||||||||||||||||
| Residential real estate: | ||||||||||||||||
| One- to four-family | $ | $ | $ | $ | – | |||||||||||
| Multi-family | ||||||||||||||||
| Farm | ||||||||||||||||
| Nonresidential real estate | ||||||||||||||||
| Loans collectively evaluated for impairment: | ||||||||||||||||
| Residential real estate: | ||||||||||||||||
| One- to four-family | $ | $ | ||||||||||||||
| Multi-family | ||||||||||||||||
| Construction | ||||||||||||||||
| Land | ||||||||||||||||
| Farm | ||||||||||||||||
| Nonresidential real estate | ||||||||||||||||
| Commercial nonmortgage | ||||||||||||||||
| Consumer: | ||||||||||||||||
| Loans on deposits | ||||||||||||||||
| Home equity | ||||||||||||||||
| Automobile | ||||||||||||||||
| Unsecured | ||||||||||||||||
| $ | $ | |||||||||||||||
| * |
14
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
4. Loans receivable (continued)
The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio class and based on impairment method as of June 30, 2022.
June 30, 2022:
| (in thousands) | Loans individually evaluated | Loans acquired with deteriorated credit quality* | Ending loans balance | Ending allowance attributed to loans | ||||||||||||
| Loans individually evaluated for impairment: | ||||||||||||||||
| Residential real estate | ||||||||||||||||
| One- to four-family | $ | $ | $ | $ | – | |||||||||||
| Multi-family | ||||||||||||||||
| Farm | ||||||||||||||||
| Nonresidential real estate | ||||||||||||||||
| Consumer and other | ||||||||||||||||
| Home equity | ||||||||||||||||
| Unsecured | ||||||||||||||||
| Loans collectively evaluated for impairment: | ||||||||||||||||
| Residential real estate | ||||||||||||||||
| One- to four-family | $ | $ | ||||||||||||||
| Multi-family | ||||||||||||||||
| Construction | ||||||||||||||||
| Land | ||||||||||||||||
| Farm | ||||||||||||||||
| Nonresidential real estate | ||||||||||||||||
| Commercial and industrial | ||||||||||||||||
| Consumer and other | ||||||||||||||||
| Loans on deposits | ||||||||||||||||
| Home equity | ||||||||||||||||
| Automobile | ||||||||||||||||
| Unsecured | ||||||||||||||||
| $ | $ | |||||||||||||||
| * |
15
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
4. Loans receivable (continued)
The following table presents interest income on loans individually evaluated for impairment by class of loans for the three months ended September 30:
| (in thousands) | Average Recorded Investment | Interest Income Recognized | Cash Basis Income Recognized | Average Recorded Investment | Interest Income Recognized | Cash Basis Income Recognized | ||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||
| With no related allowance recorded: | ||||||||||||||||||||||||
| Residential real estate: | ||||||||||||||||||||||||
| One- to four-family | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Multi-family | ||||||||||||||||||||||||
| Farm | ||||||||||||||||||||||||
| Nonresidential real estate | ||||||||||||||||||||||||
| Consumer and other | ||||||||||||||||||||||||
| Purchased credit-impaired loans | ||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
There were no impaired loans with an allowance recorded at September 30, 2022.
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 September 30, 2022, and June 30, 2022:
| September 30, 2022 | June 30, 2022 | |||||||||||||||
| (in thousands) | Nonaccrual | Loans Past Due Over | Nonaccrual | Loans Past Due Over 90 Days Still Accruing | ||||||||||||
| Residential real estate: | ||||||||||||||||
| One- to four-family residential real estate | $ | $ | $ | $ | ||||||||||||
| Multifamily | – | – | ||||||||||||||
| Farm | ||||||||||||||||
| Nonresidential real estate and land | ||||||||||||||||
| Commercial and industrial | ||||||||||||||||
| Consumer | – | |||||||||||||||
| $ | $ | $ | $ | |||||||||||||
One- to four-family loans in process of foreclosure
totaled $
16
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
4. Loans receivable (continued)
Troubled Debt Restructurings:
A Troubled Debt Restructuring (“TDR”) is the situation where the Bank grants a concession to the borrower that the Banks would not otherwise have considered due to the borrower’s financial difficulties. All TDRs are considered “impaired.”
In December 2020, Congress amended the CARES Act
through the Consolidated Appropriation Act of 2021, which provided additional COVID-19 relief to American families and businesses, including
extending the TDR relief under the CARES Act until the earlier of December 31, 2021 or 60 days following the termination of the national
emergency. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019.
The Company elected to adopt these provisions of the CARES Act. In response to the COVID-19 pandemic and the widespread economic downturn
that immediately resulted, the Company adopted a loan forbearance plan in which then-current affected borrowers could request deferral
of their loan payments for a period of three months. A total of $
At September 30, 2022 and June 30, 2022, the Company
had $
During the three months ended September 30, 2022, and 2021 the Company added no loans restructured as TDRs. No TDRs defaulted during the three-month periods ended September 30, 2022, or 2021.
The following table presents the aging of the principal balance outstanding in past due loans as of September 30, 2022, by class of loans:
| (in thousands) | 30-89 Days Past Due | 90 Days or Greater Past Due | Total Past Due | Loans Not Past Due | Total | |||||||||||||||
| Residential real estate: | ||||||||||||||||||||
| One-to four-family | $ | $ | $ | $ | $ | |||||||||||||||
| Multi-family | ||||||||||||||||||||
| Construction | ||||||||||||||||||||
| Land | ||||||||||||||||||||
| Farm | – | – | ||||||||||||||||||
| Nonresidential real estate | – | – | – | |||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||
| Consumer and other: | ||||||||||||||||||||
| Loans on deposits | ||||||||||||||||||||
| Home equity | – | |||||||||||||||||||
| Automobile | ||||||||||||||||||||
| Unsecured | ||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||
17
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
4. Loans receivable (continued)
The following tables present the aging of the principal balance outstanding in past due loans as of June 30, 2022, by class of loans:
June 30, 2022:
| (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 | $ | $ | $ | $ | $ | |||||||||||||||
| Multi-family | ||||||||||||||||||||
| Construction | ||||||||||||||||||||
| Land | ||||||||||||||||||||
| Farm | – | – | ||||||||||||||||||
| Nonresidential real estate | – | – | ||||||||||||||||||
| Commercial and industrial | ||||||||||||||||||||
| Consumer and other | ||||||||||||||||||||
| Loans on deposits | ||||||||||||||||||||
| Home equity | ||||||||||||||||||||
| Automobile | ||||||||||||||||||||
| Unsecured | – | – | ||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
4. 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 September 30, 2022, 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 | ||||||||||||
| Residential real estate: | ||||||||||||||||
| One- to four-family | $ | $ | $ | $ | ||||||||||||
| Multi-family | ||||||||||||||||
| Construction | ||||||||||||||||
| Land | ||||||||||||||||
| Farm | ||||||||||||||||
| Nonresidential real estate | ||||||||||||||||
| Commercial nonmortgage | ||||||||||||||||
| Consumer: | ||||||||||||||||
| Loans on deposits | ||||||||||||||||
| Home equity | – | |||||||||||||||
| Automobile | ||||||||||||||||
| Unsecured | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
At June 30, 2022, the risk category of loans by class of loans was as follows:
| (in thousands) | Pass | Special Mention | Substandard | Doubtful | ||||||||||||
| Residential real estate: | ||||||||||||||||
| One- to four-family | $ | $ | $ | $ | ||||||||||||
| Multi-family | ||||||||||||||||
| Construction | ||||||||||||||||
| Land | ||||||||||||||||
| Farm | ||||||||||||||||
| Nonresidential real estate | ||||||||||||||||
| Commercial nonmortgage | ||||||||||||||||
| Consumer: | ||||||||||||||||
| Loans on deposits | ||||||||||||||||
| Home equity | – | |||||||||||||||
| Automobile | ||||||||||||||||
| Unsecured | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
19
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
4. Loans receivable (continued)
Purchased Credit Impaired Loans:
The Company purchased loans during fiscal year
2013 for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition,
that all contractually required payments would not be collected. The carrying amount of those loans, net of a purchase credit discount
of $
| (in thousands) | September 30, 2022 | June 30, 2022 | ||||||
| One- to four-family residential real estate | $ | $ | ||||||
Accretable yield, or income expected to be collected, is as follows:
| (in thousands) | Three months ended September 30, 2022 | Twelve months ended June 30, 2022 | ||||||
| Balance at beginning of period | $ | $ | ||||||
| Accretion of income | ( | ) | ( | ) | ||||
| Balance at end of period | $ | $ | ||||||
For those purchased loans disclosed above, the Company made no increase in allowance for loan losses for the year ended June 30, 2022, nor for the three-month period ended September 30, 2022. Neither were any allowance for loan losses reversed during those periods.
5. 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 (exit price) 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 six 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.
20
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
5. Disclosures About Fair Value of Assets and Liabilities (continued)
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 and agency bonds.
Financial assets measured at fair value on a recurring basis are summarized below:
| Fair Value Measurements Using | ||||||||||||||||
| (in thousands) | Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| September 30, 2022 | ||||||||||||||||
| Agency mortgage-backed: residential | $ | $ | $ | $ | ||||||||||||
| June 30, 2022 | ||||||||||||||||
| Agency mortgage-backed: residential | $ | $ | $ | $ | ||||||||||||
There were no assets or liabilities which were measured at fair value on a nonrecurring basis at September 30, 2022, and June 30, 2022.
The following is a disclosure of the fair value of financial instruments, both assets and liabilities, whether or not recognized in the consolidated balance sheet, 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.
21
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
5. 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 September 30, 2022 and June 30, 2022 are as follows:
| Fair Value Measurements at | ||||||||||||||||||||
| Carrying | September 30, 2022 Using | |||||||||||||||||||
| (in thousands) | Value | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
| Financial assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Available-for-sale securities | $ | |||||||||||||||||||
| Held-to-maturity securities | ||||||||||||||||||||
| Loans receivable - net | $ | |||||||||||||||||||
| Federal Home Loan Bank stock | ||||||||||||||||||||
| Accrued interest receivable | ||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||
| Deposits | $ | $ | $ | |||||||||||||||||
| Federal Home Loan Bank advances | ||||||||||||||||||||
| Advances by borrowers for taxes and insurance | ||||||||||||||||||||
| Accrued interest payable | ||||||||||||||||||||
22
Kentucky First Federal Bancorp
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
September 30, 2022
(unaudited)
5. Disclosures About Fair Value of Assets and Liabilities (continued)
| Fair Value Measurements at | ||||||||||||||||||||
| Carrying | June 30, 2022 Using | |||||||||||||||||||
| (in thousands) | Value | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
| Financial assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Available-for-sale securities | $ | |||||||||||||||||||
| Held-to-maturity securities | ||||||||||||||||||||
| Loans held for sale | ||||||||||||||||||||
| Loans receivable - net | $ | |||||||||||||||||||
| Federal Home Loan Bank stock | ||||||||||||||||||||
| Accrued interest receivable | ||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||
| Deposits | $ | $ | $ | $ | ||||||||||||||||
| Federal Home Loan Bank advances | ||||||||||||||||||||
| Advances by borrowers for taxes and insurance | ||||||||||||||||||||
| Accrued interest payable | ||||||||||||||||||||
6. Other Comprehensive Income (Loss)
The Company’s other comprehensive income (loss) is comprised solely of unrealized gains and losses on available-for-sale securities. The following is a summary of the accumulated other comprehensive income balances, net of tax:
| (in thousands) | Three months ended September 30, 2022 | |||
| Beginning balance | $ | |||
| Current year change | ( | ) | ||
| Ending balance | $ | ( | ) | |
Other comprehensive income (loss) components and related tax effects for the periods indicated were as follows:
| Three months ended September 30, | ||||||||
| (in thousands) | 2022 | 2021 | ||||||
| Unrealized holding gains (losses) on available-for-sale securities | $ | ( | ) | $ | ||||
| Tax effect | ||||||||
| Net-of-tax amount | $ | ( | ) | $ | ||||
23
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, the potential effects of the COVID-19 pandemic on the local and national economic environment, on our customers and on our operations (as well as any changes to federal, state and local government laws, regulations and orders in connection with the pandemic), and the other matters mentioned in Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2022. Except as required by applicable law or regulation, the Company does not undertake the responsibility, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.
24
Kentucky First Federal Bancorp
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Average Balance Sheets
The following table represents the average balance sheets for the three-month periods ended September 30, 2022 and 2021, along with the related calculations of tax-equivalent net interest income, net interest margin and net interest spread for the related periods.
| Three Months Ended September 30, | ||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||
| Average Balance | Interest And Dividends | Yield/ Cost | Average Balance | Interest And Dividends | Yield/ Cost | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
| Interest-earning assets: | ||||||||||||||||||||||||
| Loans 1 | $ | 283,554 | $ | 2,644 | 3.73 | % | $ | 298,174 | $ | 2,934 | 3.94 | % | ||||||||||||
| Mortgage-backed securities | 14,002 | 114 | 3.26 | 481 | 3 | 2.50 | ||||||||||||||||||
| Other securities | – | – | – | – | – | – | ||||||||||||||||||
| Other interest-earning assets | 17,542 | 127 | 2.90 | 28,694 | 37 | 0.52 | ||||||||||||||||||
| Total interest-earning assets | 315,097 | 2,885 | 3.66 | 327,349 | 2,974 | 3.63 | ||||||||||||||||||
| Less: Allowance for loan losses | (1,545 | ) | (1,616 | ) | ||||||||||||||||||||
| Non-interest-earning assets | 12,029 | 11,566 | ||||||||||||||||||||||
| Total assets | $ | 325,581 | $ | 337,299 | ||||||||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||||||
| Demand deposits | $ | 21,638 | $ | 11 | 0.20 | % | $ | 19,970 | $ | 9 | 0.18 | % | ||||||||||||
| Savings | 75,593 | 102 | 0.54 | 70,123 | 68 | 0.39 | ||||||||||||||||||
| Certificates of deposit | 121,286 | 237 | 0.78 | 125,887 | 291 | 0.93 | ||||||||||||||||||
| Total deposits | 218,516 | 350 | 0.64 | 215,980 | 368 | 0.68 | ||||||||||||||||||
| Borrowings | 38,011 | 103 | 1.08 | 53,614 | 101 | 0.75 | ||||||||||||||||||
| Total interest-bearing liabilities | 256,527 | 453 | 0.71 | 269,594 | 469 | 0.69 | ||||||||||||||||||
| Noninterest-bearing demand deposits | 15,055 | 13,186 | ||||||||||||||||||||||
| Noninterest-bearing liabilities | 2,120 | 2,162 | ||||||||||||||||||||||
| Total liabilities | 273,702 | 284,942 | ||||||||||||||||||||||
| Shareholders’ equity | 51,879 | 52,357 | ||||||||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 325,581 | $ | 337,299 | ||||||||||||||||||||
| Net interest spread | $ | 2,432 | 2.96 | % | $ | 2,505 | 2.94 | % | ||||||||||||||||
| Net interest margin | 3.09 | % | 3.06 | % | ||||||||||||||||||||
| Average interest-earning assets to average interest-bearing liabilities | 122.83 | % | 121.42 | % | ||||||||||||||||||||
| 1 | Includes loan fees, immaterial in amount, in both interest income and the calculation of yield on loans. Also includes loans on nonaccrual status. |
25
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, 2022 to September 30, 2022
Risks and Uncertainties Related to COVID-19- In March 2020 the World Health Organization determined that the spread of a new coronavirus, COVID-19, had risen to such a level as to constitute a worldwide pandemic. The spread of this virus has created a global public health crisis. Uncertainty related to the effects of the virus have disrupted financial markets, activity in all aspects of life including governmental, business and consumer routines and the markets in which the Company operates. In response to the crisis governmental authorities closed or limited the operations of many non-essential businesses and required various responses from individuals including stay-at-home restrictions and social distancing. These governmental restrictions, along with a fear of contracting the virus, have resulted in severe reduction of commercial and consumer activity, which is resulting in loss of revenues by businesses, a dramatic spike in unemployment, material decreases in oil and gas prices and in business valuations, disrupted global supply chains and market volatility.
Management continues to monitor the general impact of COVID-19, as well as certain provisions of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act, enacted on March 27, 2020, and other more recent legislative and regulatory relief efforts including the Consolidated Appropriations Act, 2021. Because the impact is contingent upon the duration and severity of the economic downturn, management cannot determine or estimate the magnitude of the impact at this time. While the pandemic has affected the physical operations of the Banks, the business has been mostly unchanged with consistent levels of consumer transactions and loan originations. The potential for a deterioration in asset quality remains, but actual asset quality has improved. Classified assets at September 30, 2021, totaled $8.5 million compared to $10.5 million at March 31, 2020. Management attributes some of this improved performance to the overall strengthening in the residential real estate market. Approximately 95% of the Company’s loans are secured by residential real estate.
Business Continuity, Processes and Controls
In response to the COVID-19 pandemic the Banks are considered essential businesses and have remained open for business. We implemented our pandemic preparedness plan and generally maintained regular business hours through drive-through facilities, automated teller machines, remote deposit capture and online and mobile banking applications. We offer by-appointment options for transactions requiring in-person contact while maintaining social distancing mandates and surface cleaning protocols. Our staff is practicing recommended personal hygiene protocols and social distancing while working on premises. We do not face current material resource constraints through the implementation of our pandemic preparedness plan and do not anticipate incurring any material cost related to its implementation. We have not identified any material operational or internal control challenges or risks, nor do we anticipate any significant challenges to our ability to maintain our systems and controls, related to operational changes resulting from implementation of the pandemic preparedness plan.
Financial Position and Results of Operations
Bank regulators have issued guidance and are encouraging banks to work with customers affected by COVID-19. Accordingly, we have been actively working with borrowers affected by COVID-19 by offering a payment deferral program providing for either a three-month interest-only period or a full payment deferral for three months. While interest and fees will continue to accrue to income, under normal GAAP accounting if eventual credit losses on these deferred payments emerge, interest and/or fee income accrued may need to be reversed. As a result, interest income in future periods could be negatively impacted. At this time management anticipates that the deferral program will have an immaterial impact to the Company’s financial condition and results of operation, while recognizing that a sustained negative economic impact from COVID-19 could change this assessment, as borrowers’ ability to repay is impacted in future periods.
At September 30, 2022 the Company and the Banks were considered well-capitalized with capital ratios in excess of regulatory requirements. However, an extended economic recession resulting from the COVID-19 pandemic could adversely impact the Company’s and the Banks’ capital position and regulatory capital ratios due to a potential increase in credit losses.
Lending Operations and Credit Risk
As noted herein the Company continues working with its borrowers who are negatively impacted by COVID-19 by offering a payment deferral program. As of September 30, 2022, we had borrowers with 101 loans avail themselves of our payment deferral program with a total principal of $18.4 million in loans modified. A total of $815,000 in loans were accepted into the Company’s loan payment deferral plan. At June 30, 2022 all of those loans had reached the end of their three-month deferral periods and returned to regular payment status.
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, 2022 to September 30, 2022 (continued)
The CARES Act and subsequent Consolidated Appropriations Act, 2021, includes a Paycheck Protection Program (“PPP”), which is administered by the Small Business Administration (“SBA”) and is designed to aid small- and medium-sized businesses through federally-guaranteed loans disbursed through banks. These loans are intended to provide eight weeks of payroll and other costs to assist those businesses to either remain open or to re-open quickly and allow their workers to pay their bills. First Federal of Kentucky qualified as an SBA lender to assist the small business community in securing this important funding. As of September 30, 2021, First Federal of Kentucky had approved and closed with the SBA 75 PPP loans representing $2.6 million in funding. Of those loans a total of 48 loans aggregating $2.0 million had been repaid at the end of the period. It is our understanding that loans funded through the PPP are fully guaranteed by the United States government. Should those circumstances change, the bank could be required to increase its allowance for loan and lease losses related to these loans resulting in an increase in the provision for loan and lease losses.
The Banks are prepared to continue to offer short-term assistance in accordance with regulatory guidelines. Management continues to identify and monitor weaknesses in the loan portfolio resulting from fallout from the pandemic. On a portfolio level, management continues to monitor aggregate exposures to highly sensitive segments such as residential rental properties for changes in asset quality and payment performance. Management also monitors unfunded commitments such as lines of credit and overdraft protection to determine liquidity and funding issues that may arise with our customers. If economic conditions worsen, the Company could need to increase its required allowance for loan losses through additional provisions for loan losses. It is possible that the Company’s asset quality metrics could be materially and adversely impacted in future periods if the effects of COVID-19 are prolonged.
Assets: At September 30, 2022, the Company’s assets totaled $330.9 million, an increase of $2.8 million, or 0.9%, from total assets at June 30, 2022. This increase was attributed primarily to an increase in loans, net, and investment securities, which were somewhat offset by a decrease in cash and cash equivalents.
Cash and cash equivalents: Cash and cash equivalents decreased $17.2 million or 66.6% to $8.6 million at September 30, 2022. Most of the Company’s cash and cash equivalents are held in interest-bearing demand deposits.
Investment securities: At September 30, 2022, our securities portfolio, which consisted of mortgage-backed securities, increased $3.7 million or 33.8% and totaled $14.5 million, compared to June 30, 2022.
Loans: Loans, net and loans available-for sale in the aggregate increased $18.1 million or 6.6% and totaled $292.7 million and $0, respectively at September 30, 2022. Loans receivable, net, increased by $18.1 million or 6.6% to $292.7 million at September 30, 2022. Loans available-for-sale decreased $152,000 to $0 at September 30, 2022, as higher general interest rates have reduced demand for long-term, fixed rate loans in our market. 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, prudent and consistent with our interest rate risk strategies.
Non-Performing and Classified Loans: At September 30, 2022, the Company had non-performing loans (loans 90 or more days past due or on nonaccrual status) of approximately $5.3 million, or 1.8% of total loans (including acquired loans), compared to $5.8 million or 2.1%, of total loans at June 30, 2022. The Company’s allowance for loan losses totaled $1.6 million and $1.5 million at September 30, 2022 and June 30, 2022, respectively. The allowance for loan losses at September 30, 2022, represented 31.1% of nonperforming loans and 0.6% of total loans (including acquired loans), while at June 30, 2022, the allowance represented 26.3% of nonperforming loans and 0.6% of total loans.
The Company had $7.5 million in assets classified as substandard for regulatory purposes at September 30, 2022, including $7.5 million of loans acquired in the CKF Bancorp transaction, and real estate owned (“REO”) of $10,000. Classified loans as a percentage of total loans (including loans acquired) was 2.5% and 2.7% at September 30, 2022 and June 30, 2022, respectively. Of substandard loans, 100.0% were secured by real estate on which the Banks have priority lien position.
The table below shows the aggregate amounts of our assets classified for regulatory purposes at the dates indicated:
| (dollars in thousands) | September 30, 2022 | June 30, 2022 | ||||||
| Substandard assets | $ | 7,489 | $ | 7,458 | ||||
| Doubtful assets | – | – | ||||||
| Loss assets | – | – | ||||||
| Total classified assets | $ | 7,489 | $ | 7,458 | ||||
At September 30, 2022, the Company’s real estate acquired through foreclosure represented 0.1% of substandard assets compared to 0.1% at June 30, 2022. During the period presented the Company made no loans to facilitate the purchase of its other real estate owned by qualified buyers. Loans to facilitate the sale of other real estate owned, which were included in substandard loans, totaled $0 and $0 at September 30, 2022 and June 30, 2022, respectively.
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, 2022 to September 30, 2022 (continued)
The following table presents the aggregate carrying value of REO at the dates indicated:
| September 30, 2022 | June 30, 2022 | |||||||||||||||
| Number of Properties | Net Carrying Value | Number of Properties | Net Carrying Value | |||||||||||||
| One- to four-family | 1 | $ | 10 | 1 | $ | 10 | ||||||||||
| Building lot | – | – | – | – | ||||||||||||
| Total REO | 1 | $ | 10 | 1 | $ | 10 | ||||||||||
At September 30, 2022 and June 30, 2022, the Company had $887,000 and $896,000 of loans classified as special mention, respectively (including loans acquired in the CKF Bancorp transaction on December 31, 2012). This category includes assets which do not currently expose us to a sufficient degree of risk to warrant classification, but does possess credit deficiencies or potential weaknesses deserving our close attention.
Liabilities: Total liabilities increased $3.2 million, or 1.2% to $279.3 million at September 30, 2022, primarily as a result of increases in advances and was somewhat offset by a decrease in deposits. Advances increased $16.7 million or 50.0% to $50.8 million at September 30, 2022, while deposits decreased $13.6 million or 5.7% to $226.3 million at September 30, 2022. Of the deposit decrease certificates of deposit decreased $7.6 million or 6.1% and totaled $117.1 million at September 30, 2022, while demand deposit accounts decreased $5.1 million or 12.8% and totaled $34.6 million at quarter end. Savings accounts decreased $931,000 or 1.2% and totaled $74.6 million at the end of the current period. We attribute the decrease in overall deposits to customers seeking to earn additional yield on their funds and plan to respond with deposit pricing intended to retain the Banks’ overall core funding.
Shareholders’ Equity: At September 30, 2022, the Company’s shareholders’ equity totaled $51.6 million, a decrease of $396,000 or 0.8% from the June 30, 2022 total. The decrease in shareholders’ equity was primarily associated with unrealized losses on available-for-sale securities, which totaled $430,000 at September 30, 2022. Other changes in shareholders’ equity included net profits for the period less dividends paid on common stock.
The Company paid dividends of $342,000 or 91.7% of net income for the three-month period just ended. On July 7, 2022, the members of First Federal MHC again approved a dividend waiver on annual dividends of up to $0.40 per share of Kentucky First Federal Bancorp common stock. The Board of Directors of First Federal MHC applied for approval of another waiver. The Federal Reserve Bank of Cleveland has notified the Company that it did not object to the waiver of dividends paid by the Company to First Federal MHC, and, as a result, First Federal MHC will be permitted to waive the receipt of dividends for quarterly dividends up to $0.10 per common share through the third calendar quarter of 2023. Management believes that the Company has sufficient capital to continue the current dividend policy without affecting the well-capitalized status of either subsidiary bank. Management cannot speculate on future dividend levels, because 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. See “Risk Factors” in Part II, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 for additional discussion regarding dividends.
28
Kentucky First Federal Bancorp
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Comparison of Operating Results for the Three-month Periods Ended September 30, 2022 and 2021
General
Net income totaled $373,000 or $0.05 diluted earnings per share for the three months ended September 30, 2022, a decrease of $195,000 or 34.3% from net income of $568,000 or $0.07 diluted earnings per share for the same period in 2021. The decrease in net income was primarily attributable to lower non-interest income, higher provision for loan loss, and lower net interest income, which were partially offset by lower non-interest expense, and lower income tax.
Net Interest Income
Net interest income decreased $73,000 or 2.9% to $2.4 million for the recently-ended quarter primarily due to decreased interest income, which decreased $89,000 or 3.0% to $2.9 million for the three months ended September 30, 2022 compared to the 2021 quarterly period, while interest expense decreased by $16,000, or 3.4%, to $453,000 for the current period.
The decrease in interest income was due primarily to a decrease in interest income from loans, which decreased $290,000 or 9.9% to $2.6 million compared to the prior year period. Interest income from mortgage-backed securities and interest-bearing deposits and other increased $111,000 and $90,000, respectively from the 2021 quarterly period to the one just ended. Interest income from mortgage-backed securities totaled $114,000 for the quarter ended September 30, 2022, due to an increase in investments made recently in that asset class, while interest income from interest-bearing deposits and other totaled $127,000 for the period and is due primarily to higher interest rates earned on those assets.
The decrease in interest income from loans period-to-period was due to decreases in both the average balance of loans and the average rate earned on those loans. The average balance of loans decreased $14.6 million or 4.9% to $283.6 million for the three months ended September 30, 2022, while the average rate decreased 21 basis points to 3.73% for the recently-ended three-month period compared to the prior year period. The decrease in the average balance of loans in the portfolio was due to several reasons. Prior to the interest rate tightening which began in March 2022 interest rates in general remained quite low. The low interest rate environment, along with strong consumer demand that occurred after COVID-19 pandemic restrictions eased, fueled strong demand in the real estate market. Some of the Banks’ borrowers decided to take advantage of high property prices and sold all or part of their real estate holdings, while other borrowers sold their properties due to advanced age or death. Other loans were lost to competing financial institutions who offered terms that we did not believe were prudent to match. However, in the past six months the Banks have been able to partially build back the loan portfolio. The average return on loans indicates a downward trend reflective of overall lower loan balances and stagnant rates in the recent past. Prior to June 30, 2022, most loans that were paid off were either replaced with loans with lower rates or were refinances to lower rates. Loans with adjustable rate features were either adjusting downward or not adjusting at all. In the quarter ended September 30, 2022, loan originations increased significantly, newer loans had higher rates, and some loans with adjustable rate features had increases in rates. The effect of this was not clearly shown in the interest earned during the quarter and may be better reflected by stating that the weighted-average coupon rate on loans at September 30, 2022 had increased 27 bps to 3.74% from 3.47% at September 30, 2021.
The decrease in interest expense was due primarily to a decrease in interest expense on deposits, which decreased $18,000 or 4.9% and totaled $350,000 for the quarter ended September 30, 2022. The composition of interest expense on deposits changed period to period as interest expense on savings accounts increased $34,000 or 50.0% and totaled $102,000, while interest expense on certificates of deposit decreased $54,000 or 18.6% and totaled $237,000 for the three months ended September 30, 2022. We believe that the change was related to the interest rate increases that began in March 2022 and consumers’ response to higher interest rates compared to a relatively long period of low interest rates. The average rate paid on savings accounts increased 15 basis points to 0.54%, while the average rate paid on certificates of deposit decreased 14 basis points to 0.78% for the three months ended September 30, 2022. The average balance of borrowings decreased $15.6 million from period to period, while the average rate paid on borrowings increased 33 basis points to 1.08% for the recently-ended quarter. We expect interest expense to increase in the future as we use FHLB advances to replace deposits that are leaving the Banks in search of higher yield. FHLB advance rates have increased along with the rise in general interest rates. In addition, the Banks will be implementing deposit pricing strategies intended to retain core deposit funding, which is expected to result in higher interest expense.
Net interest spread increased from 2.94% for the prior year quarterly period to 2.96% for the three-month period ended September 30, 2022.
Provision for Losses on Loans
Management determined that a $113,000 provision for loan loss was prudent in light of the relatively large increase in the loan portfolio during the recently-ended quarter. Loans, net, increased $18.1 million or 6.6% and totaled $292.7 million at September 30, 2022, compared to $274.6 million at June 30, 2022. The additional provision was appropriate not only for the increase in the loan portfolio but also, in part, to reflect an increase in multi-family loans, which increased $9.0 million or 63.2% and totaled $23.3 million at September 30, 2022. Multi-family loans carry a slightly higher risk profile than 1-4 family residential loans, which makes up the greatest portion of the Company’s loan portfolio.
29
Kentucky First Federal Bancorp
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Comparison of Operating Results for the Three-month Periods Ended September 30, 2022 and 2021 (continued)
Non-interest Income
Non-interest income decreased $130,000 or 57.0% to $98,000 for the three months ended September 30, 2022, compared to the prior year period, primarily because of a decrease in net gains on sales of loans. Net gain on sales of loans decreased $155,000 or 95.7% to $7,000 for the recently-ended three-month period. Interest rates have risen significantly since March 2022, which has resulted in a reduced number of customers interested in long-term fixed rate loans which the Company routinely sells to the FHLB of Cincinnati after they are originated.
Non-interest Expense
Non-interest expense decreased $53,000 or 2.7% and totaled $1.9 million for the three months ended September 30, 2022, primarily due to decreased employee compensation and benefits and was somewhat offset by increased outside service fees as well as increased accounting and auditing expense.
Employee compensation and benefits expense decreased $148,000 or 11.0% and totaled $1.2 million for the quarterly period just ended, as pension-related costs decreased year over year. Required contributions to the Company’s defined benefit pension plan (DB plan) decreased by $135,000 due to favorable funding levels, while ESOP expense decreased by $35,000 as the employee stock ownership plan is scheduled to release fewer shares this calendar year.
Auditing and accounting expense increased $27,000 or 50.0% and totaled $81,000 as the Banks incurred additional outside costs associated with internal controls testing. Although some of the work had been performed in-house previously, time constraints made outsourcing necessary at the time.
Income Tax Expense
Income tax expense decreased $68,000 or 37.0% to $116,000 for the three months ended September 30, 2022, compared to the prior year period. The effective tax rates for the three-month periods ended September 30, 2022 and 2021, were 23.7% and 24.5%, respectively.
30
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 effectiveness of 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, and have concluded that the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Based upon their evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have also concluded that there were no significant changes during the quarter ended September 30, 2022 in the Company’s internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
31
Kentucky First Federal Bancorp
PART II – OTHER INFORMATION
ITEM 1. Legal Proceedings
None.
ITEM 1A. Risk Factors
There have been no material changes in the risk factors disclosed in Part I, “Item 1A- Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, which risk factors could materially affect our business, financial condition or future results. The risks described therein are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) The following table sets forth information regarding Company’s repurchases of its common stock during the quarter ended September 30, 2022.
| Period | Total # of shares purchased | Average price paid per share (including commissions) | Total # of shares purchased as part of publicly announced plans or programs | Maximum # of shares that may yet be purchased under the plans or programs | ||||||||||||
| July 1-31, 2022 | – | $ | – | – | 67,980 | |||||||||||
| August 1-31, 2022 | – | $ | – | – | 67,980 | |||||||||||
| September 1-30, 2022 | – | $ | – | – | 67,980 | |||||||||||
| (1) | On February 3, 2021, the Company announced that it had substantially completed its program initiated on December 19, 2018 to repurchase of up to 150,000 shares of its common stock and that it was initiating a new stock repurchase plan in which the Board of Directors authorized the purchase of up to 150,000 shares of its common stock. |
ITEM 3. Defaults Upon Senior Securities
Not applicable.
ITEM 4. Mine Safety Disclosures.
Not applicable.
ITEM 5. Other Information
None.
32
ITEM 6. Exhibits
| (1) | Incorporated herein by reference to the Company’s Registration Statement on Form S-1 (File No. 333-119041). |
| (2) | Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the Year Ended June 30, 2012 (File No. 0-51176). |
| (3) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed August 25, 2017 (File No. 0-51176). |
| (4) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed September 28, 2020 (File No. 0-51176). |
| (5) | Incorporated herein by reference to the Company’s Current Report on Form 8-K filed February 2, 2022 (File No. 0-51176). |
33
Kentucky First Federal Bancorp
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| KENTUCKY FIRST FEDERAL BANCORP | ||||
| Date: | November 14, 2022 | By: | /s/ Don D. Jennings | |
| Don D. Jennings | ||||
| Chief Executive Officer | ||||
| Date: | November 14, 2022 | By: | /s/ R. Clay Hulette | |
| R. Clay Hulette | ||||
| Vice President and Chief Financial Officer | ||||
34
Exhibit 31.1
CERTIFICATION
I, Don D. Jennings, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Kentucky First Federal Bancorp; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4 | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2022 | /s/ Don D. Jennings |
| Don D. Jennings | |
| Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, R. Clay Hulette, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Kentucky First Federal Bancorp |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4 | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 14, 2022 | /s/ R. Clay Hulette |
| R. Clay Hulette | |
| Vice President and Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Kentucky First Federal Bancorp (the “Company”) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Don D. Jennings, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| /s/ Don D. Jennings | |
| Don D. Jennings | |
| Chief Executive Officer | |
| November 14, 2022 |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Kentucky First Federal Bancorp (the “Company”) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, R. Clay Hulette, the Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| /s/ R. Clay Hulette | |
| R. Clay Hulette | |
| Vice President and Chief Financial Officer | |
| November 14, 2022 |