10-Q
Kentucky First Federal Bancorp (KFFB)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM10-Q
(Mark
One)
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended December 31, 2020
OR
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For
the transition period from ____________ to _______________
Commission
File Number: 0-51176
KENTUCKY
FIRST FEDERAL BANCORP
(Exact
name of registrant as specified in its charter)
| United<br><br> States of America | 61-1484858 |
|---|---|
| (State or other jurisdiction<br><br> of<br><br><br>incorporation or<br><br> organization) | (I.R.S. Employer<br><br><br>Identification No.) |
| 655<br><br> Main Street, Hazard, Kentucky 41702 | |
| --- |
(Address
of principal executive offices)(Zip Code)
(502)
223-1638
(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 |
|---|---|---|
| Common Stock, $0.01<br><br> par value per share | KFFB | The NASDAQ Stock<br><br> Market LLC |
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: Yes ☒ No ☐
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). Yes ☒ No ☐
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 | ☐ |
|---|---|---|---|
| Non-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
February 9, 2021, the latest practicable date, the Corporation had 8,244,215 shares of $.01 par value common stock outstanding.
INDEX
| Page | |||
|---|---|---|---|
| PART I | FINANCIAL INFORMATION | 1 | |
| ITEM 1 | FINANCIAL STATEMENTS | ||
| Condensed Consolidated Balance Sheets | 1 | ||
| Condensed Consolidated Statements of Operations | 2 | ||
| Condensed Consolidated Statements of Comprehensive Income | 3 | ||
| Consolidated Statements of Changes in Shareholders’ Equity | 4 | ||
| Condensed Consolidated Statements of Cash Flows | 6 | ||
| Notes to Condensed Consolidated Financial Statements | 8 | ||
| ITEM 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 | |
| ITEM 3 | Quantitative and Qualitative Disclosures About Market Risk | 38 | |
| ITEM 4 | Controls and Procedures | 38 | |
| PART II | OTHER INFORMATION | 39 | |
| SIGNATURES | 42 |
i
PARTI
ITEM1: Financial Statements
KentuckyFirst Federal Bancorp
CONDENSEDCONSOLIDATED BALANCE SHEETS
(Unaudited)
(In
thousands, except share data)
| June 30, | |||||
|---|---|---|---|---|---|
| 2020 | |||||
| ASSETS | |||||
| Cash and due from financial institutions | 1,443 | $ | 1,662 | ||
| Interest-bearing demand deposits | 13,287 | 12,040 | |||
| Cash and cash equivalents | 14,730 | 13,702 | |||
| Time deposits in other financial institutions | 745 | 2,229 | |||
| Securities available-for-sale | 36 | 541 | |||
| Securities held-to-maturity, at amortized cost- approximate fair value of 550 and 611 at December 31, 2020 and June 30, 2020, respectively | 534 | 598 | |||
| Loans held for sale | 1,730 | 667 | |||
| Loans, net of allowance of 1,622 and 1,488 at December 31, 2020 and June 30, 2020, respectively | 296,264 | 285,887 | |||
| Real estate owned, net | 164 | 640 | |||
| Premises and equipment, net | 4,825 | 4,916 | |||
| Federal Home Loan Bank stock, at cost | 6,498 | 6,498 | |||
| Accrued interest receivable | 694 | 830 | |||
| Bank-owned life insurance | 2,633 | 2,594 | |||
| Goodwill | 947 | 947 | |||
| Prepaid federal income taxes | 90 | 135 | |||
| Prepaid expenses and other assets | 790 | 952 | |||
| Total assets | 330,680 | $ | 321,136 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Deposits | 216,298 | $ | 212,273 | ||
| Federal Home Loan Bank advances | 61,048 | 54,715 | |||
| Advances by borrowers for taxes and insurance | 262 | 800 | |||
| Accrued interest payable | 20 | 27 | |||
| Deferred income taxes | 768 | 837 | |||
| Other liabilities | 452 | 573 | |||
| Total liabilities | 278,848 | 269,225 | |||
| Commitments and contingencies | – | – | |||
| Shareholders’ equity | |||||
| Preferred stock, 500,000 shares authorized, .01 par value; no shares issued and outstanding | – | – | |||
| Common stock, 20,000,000 shares authorized, .01 par value; 8,596,064 shares issued | 86 | 86 | |||
| Additional paid-in capital | 34,948 | 34,981 | |||
| Retained earnings | 19,896 | 19,932 | |||
| Unearned employee stock ownership plan (ESOP), 19,593 shares and 28,931 shares at December 31, 2020 and June 30, 2020, respectively | (196 | ) | (289 | ) | |
| Treasury shares at cost, 359,349 and 342,849 common shares at December 31, 2020 and June 30, 2020, respectively | (2,902 | ) | (2,801 | ) | |
| Accumulated other comprehensive income | – | 2 | |||
| Total shareholders’ equity | 51,832 | 51,911 | |||
| Total liabilities and shareholders’ equity | 330,680 | $ | 321,136 |
All values are in US Dollars.
See
accompanying notes to condensed consolidated financial statements.
1
KentuckyFirst Federal Bancorp
CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars
in thousands, except per share data)
| Six months ended December 31, | Three months ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Interest income | ||||||||||||
| Loans, including fees | $ | 5,936 | $ | 6,297 | $ | 2,960 | $ | 3,125 | ||||
| Mortgage-backed securities | 8 | 11 | 4 | 5 | ||||||||
| Other securities | 3 | 11 | -- | 5 | ||||||||
| Interest-bearing deposits and other | 84 | 272 | 38 | 128 | ||||||||
| Total interest income | 6,031 | 6,591 | 3,002 | 3,263 | ||||||||
| Interest expense | ||||||||||||
| Interest-bearing demand deposits | 15 | 11 | 8 | 6 | ||||||||
| Savings | 125 | 103 | 66 | 51 | ||||||||
| Certificates of Deposit | 800 | 1,082 | 352 | 551 | ||||||||
| Deposits | 940 | 1,196 | 426 | 608 | ||||||||
| Borrowings | 228 | 673 | 103 | 314 | ||||||||
| Total interest expense | 1,168 | 1,869 | 529 | 922 | ||||||||
| Net interest income | 4,863 | 4,722 | 2,473 | 2,341 | ||||||||
| Provision for loan losses | 192 | 64 | 108 | 5 | ||||||||
| Net interest income after provision for loan losses | 4,671 | 4,658 | 2,365 | 2,336 | ||||||||
| Non-interest income | ||||||||||||
| Earnings on bank-owned life insurance | 39 | 38 | 20 | 19 | ||||||||
| Net gain on sales of loans | 155 | 40 | 97 | 34 | ||||||||
| Net gain (loss) on sales of real estate owned | (18 | ) | 7 | (19 | ) | 7 | ||||||
| Valuation adjustment for real estate owned | (19 | ) | (24 | ) | (19 | ) | (24 | ) | ||||
| Other | 94 | 91 | 44 | 42 | ||||||||
| Total non-interest income | 251 | 152 | 123 | 78 | ||||||||
| Non-interest expense | ||||||||||||
| Employee compensation and benefits | 2,644 | 2,768 | 1,301 | 1,408 | ||||||||
| Occupancy and equipment | 280 | 279 | 142 | 136 | ||||||||
| FDIC insurance premiums | 88 | -- | 31 | -- | ||||||||
| Voice and data communications | 57 | 100 | 36 | 39 | ||||||||
| Advertising | 76 | 92 | 39 | 44 | ||||||||
| Outside service fees | 96 | 94 | 33 | 43 | ||||||||
| Data processing | 292 | 239 | 145 | 134 | ||||||||
| Auditing and accounting | 79 | 99 | 39 | 52 | ||||||||
| Franchise and other taxes | 130 | 129 | 65 | 64 | ||||||||
| Foreclosure and real estate owned expenses (net) | 47 | 40 | 30 | 6 | ||||||||
| Other | 323 | 370 | 168 | 182 | ||||||||
| Total non-interest expense | 4,112 | 4,210 | 2,029 | 2,108 | ||||||||
| Income before income taxes | 810 | 600 | 459 | 306 | ||||||||
| Federal income tax expense | 155 | 118 | 89 | 58 | ||||||||
| NET INCOME | $ | 655 | $ | 482 | $ | 370 | $ | 248 | ||||
| EARNINGS PER SHARE | ||||||||||||
| Basic and diluted | $ | 0.08 | $ | 0.06 | $ | 0.04 | $ | 0.03 | ||||
| DIVIDENDS PER SHARE | $ | 0.20 | $ | 0.20 | $ | 0.10 | $ | 0.10 |
See
accompanying notes to condensed consolidated financial statements.
2
KentuckyFirst Federal Bancorp
CONDENSEDCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In
thousands)
| Three months ended December 31, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2019 | ||||||||
| Net income | 655 | $ | 482 | $ | 370 | $ | 248 | |||
| Other comprehensive gains (losses), net of tax: | ||||||||||
| Unrealized holding Gains (losses) on securities designated as available-for-sale, net of taxes of (1), 0, 0 and 0 during the respective periods | (2 | ) | (1 | ) | -- | (1 | ) | |||
| Comprehensive income | 653 | $ | 481 | $ | 370 | $ | 247 |
All values are in US Dollars.
See
accompanying notes to condensed consolidated financial statements.
3
KentuckyFirst Federal Bancorp
CONSOLIDATEDSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For
the six months ended
(Dollar
amounts in thousands, except per share data)
December31, 2020
| Additional paid-in<br><br> capital | Retained earnings | Unearned employee stock ownership plan<br><br><br>(ESOP) | Treasury shares | Accumulated other<br><br> comprehensive income | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at June 30, 2020 | 86 | $ | 34,981 | $ | 19,932 | $ | (289 | ) | $ | (2,801 | ) | $ | 2 | $ | 51,911 | ||||
| Net income | – | – | 655 | – | – | – | 655 | ||||||||||||
| Allocation of ESOP shares | – | (33 | ) | – | 93 | – | – | 60 | |||||||||||
| Acquisition of shares for Treasury | – | – | – | – | (101 | ) | – | (101 | ) | ||||||||||
| Other comprehensive loss | – | – | – | – | – | (2 | ) | (2 | ) | ||||||||||
| Cash dividends of 0.20 per common share | – | – | (691 | ) | – | – | – | (691 | ) | ||||||||||
| Balance at December 31, 2020 | 86 | $ | 34,948 | $ | 19,896 | $ | (196 | ) | $ | (2,902 | ) | $ | -- | $ | 51,832 |
All values are in US Dollars.
December31, 2019
| Additional paid-in<br><br> capital | Retained earnings | Unearned employee stock ownership plan<br><br><br>(ESOP) | Treasury shares | Accumulated other<br><br> comprehensive income | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at June 30, 2019 | 86 | $ | 35,056 | $ | 33,867 | $ | (476 | ) | $ | (2,259 | ) | $ | 4 | $ | 66,278 | ||||
| Net income | – | – | 482 | – | – | – | 482 | ||||||||||||
| Allocation of ESOP shares | – | (45 | ) | – | 93 | – | – | 48 | |||||||||||
| Acquisition of shares for treasury | – | – | – | – | (312 | ) | – | (312 | ) | ||||||||||
| Other comprehensive loss | – | – | – | – | – | (1 | ) | (1 | ) | ||||||||||
| Cash dividends of 0.20 per common share | – | – | (686 | ) | – | – | – | (686 | ) | ||||||||||
| Balance at December 31, 2019 | 86 | $ | 35,011 | $ | 33,663 | $ | (383 | ) | $ | (2,571 | ) | $ | 3 | $ | 65,809 |
All values are in US Dollars.
See
accompanying notes to condensed consolidated financial statements.
4
KentuckyFirst Federal Bancorp
CONSOLIDATEDSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For
the three months ended
(Dollar
amounts in thousands, except per share data)
December31, 2020
| Additional paid-in<br><br> capital | Retained earnings | Unearned employee stock ownership plan<br><br><br>(ESOP) | Treasury shares | Accumulated other<br><br> comprehensive income | Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at September 30, 2020 | 86 | $ | 34,963 | $ | 19,873 | $ | (243 | ) | $ | (2,850 | ) | $ | -- | $ | 51,829 | |||
| Net income | – | – | 370 | – | – | – | 370 | |||||||||||
| Allocation of ESOP shares | – | (15 | ) | – | 47 | – | – | 32 | ||||||||||
| Acquisition of shares for Treasury | – | – | – | – | (52 | ) | – | (52 | ) | |||||||||
| Other comprehensive income | -- | -- | ||||||||||||||||
| Cash dividends of 0.10 per common share | – | – | (347 | ) | – | – | – | (347 | ) | |||||||||
| Balance at December 31, 2020 | 86 | $ | 34,948 | $ | 19,896 | $ | (196 | ) | $ | (2,902 | ) | $ | – | $ | 51,832 |
All values are in US Dollars.
December31, 2019
| Additional paid-in<br><br> capital | Retained earnings | Unearned employee stock ownership plan<br><br><br>(ESOP) | Treasury shares | Accumulated other<br><br> comprehensive income | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at September 30, 2019 | 86 | $ | 35,022 | $ | 33,767 | $ | (429 | ) | $ | (2,410 | ) | $ | 4 | $ | 66,040 | ||||
| Net income | – | – | 248 | – | – | – | 248 | ||||||||||||
| Allocation of ESOP shares | – | (11 | ) | – | 46 | – | – | 35 | |||||||||||
| Acquisition of shares for treasury | – | – | – | – | (161 | ) | – | (161 | ) | ||||||||||
| Other comprehensive income | – | – | – | – | – | (1 | ) | (1 | ) | ||||||||||
| Cash dividends of 0.10 per common share | – | – | (352 | ) | – | – | – | (352 | ) | ||||||||||
| Balance at December 30, 2019 | 86 | $ | 35,011 | $ | 33,663 | $ | (383 | ) | $ | (2,571 | ) | $ | 3 | $ | 65,809 |
All values are in US Dollars.
See
accompanying notes to condensed consolidated financial statements.
5
KentuckyFirst Federal Bancorp
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In
thousands)
| Six months ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 655 | $ | 482 | ||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||
| Depreciation | 145 | 133 | ||||
| Accretion of purchased loan credit discount | (29 | ) | (56 | ) | ||
| Amortization of purchased loan premium | 4 | 5 | ||||
| Amortization of deferred loan origination costs (fees) | (1 | ) | 45 | |||
| Amortization of premiums on investment securities | 4 | 5 | ||||
| Net gain on sale of loans | (155 | ) | (40 | ) | ||
| Net (gain) loss on sale of real estate owned | 18 | (7 | ) | |||
| Valuation adjustments of real estate owned | 19 | 24 | ||||
| ESOP compensation expense | 60 | 48 | ||||
| Earnings on bank-owned life insurance | (39 | ) | (38 | ) | ||
| Provision for loan losses | 192 | 64 | ||||
| Origination of loans held for sale | (5,285 | ) | (1,376 | ) | ||
| Proceeds from loans held for sale | 4,377 | 1,165 | ||||
| Increase (decrease) in cash, due to changes in: | ||||||
| Accrued interest receivable | 136 | 68 | ||||
| Prepaid expenses and other assets | 162 | 167 | ||||
| Accrued interest payable | (7 | ) | 2 | |||
| Other liabilities | (121 | ) | (32 | ) | ||
| Income taxes | (24 | ) | 121 | |||
| Net cash provided by operating activities | 111 | 780 | ||||
| Cash flows from investing activities: | ||||||
| Maturities of time deposits in other financial institutions | 1,484 | 3,992 | ||||
| Securities maturities, prepayments and calls: | ||||||
| Held to maturity | 60 | 118 | ||||
| Available for sale | 503 | 499 | ||||
| Loans originated for investment, net of principal collected | (10,856 | ) | (882 | ) | ||
| Proceeds from sale of real estate owned | 753 | 172 | ||||
| Additions to real estate owned | (1 | ) | (20 | ) | ||
| Additions to premises and equipment, net | (54 | ) | (141 | ) | ||
| Net cash provided by (used in) investing activities | (8,111 | ) | 3,738 | |||
| Cash flows from financing activities: | ||||||
| Net increase in deposits | 4,025 | 4,123 | ||||
| Payments by borrowers for taxes and insurance, net | (538 | ) | (532 | ) | ||
| Proceeds from Federal Home Loan Bank advances | 33,500 | 10,800 | ||||
| Repayments on Federal Home Loan Bank advances | (27,167 | ) | (15,888 | ) | ||
| Treasury stock purchased | (101 | ) | (312 | ) | ||
| Dividends paid on common stock | (691 | ) | (686 | ) | ||
| Net cash provided by (used in) financing activities | 9,028 | (2,495 | ) | |||
| Net increase in cash and cash equivalents | 1,028 | 2,023 | ||||
| Beginning cash and cash equivalents | 13,702 | 9,861 | ||||
| Ending cash and cash equivalents | $ | 14,730 | $ | 11,884 |
See
accompanying notes to condensed consolidated financial statements.
6
KentuckyFirst Federal Bancorp
CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(In
thousands)
| Six months ended December 31, | ||||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Supplemental disclosure of cash flow information: | ||||
| Cash paid during the period for: | ||||
| Federal income taxes | $ | 175 | $ | – |
| Interest on deposits and borrowings | $ | 1,175 | $ | 1,872 |
| Transfers of loans to real estate owned, net | $ | 276 | $ | 295 |
| Loans made on sale of real estate owned | $ | 37 | $ | 70 |
See
accompanying notes to condensed consolidated financial statements.
7
KentuckyFirst Federal Bancorp
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2020
(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 six-month period ended December 31, 2020, 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, 2020 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 2020 filed with the Securities
and Exchange Commission.
Principlesof 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.
Reclassifications- Certain amounts presented in prior periods may have been reclassified to conform to the current period presentation.
Such reclassifications had no impact on prior years’ net income or shareholders’ equity.
8
KentuckyFirst Federal Bancorp
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
December
31, 2020
(unaudited)
1.
Basis of Presentation (continued)
NewAccounting Standards
FASBASC 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 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. We have formed a functional committee that is assessing our data and system needs and are evaluating the
impact of adopting the new guidance. 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.
FASBASC 820 – In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework-Changesto the Disclosure Requirements for Fair Value Measurement. This guidance reduces the level of detail surrounding the processes
used by the Company in determining the fair value of some of its assets. The Company adopted this ASU effective July 1, 2020,
with no material impact to the financial statements.
FASBASC 740– In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accountingfor Income Taxes. The amendments in this ASU removes certain exceptions for recognizing deferred taxes for investments, performing
intraperiod allocation and calculating income taxes during interim periods. The ASU also adds guidance to reduce complexity in
certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.
For public business entities, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2020, or July 1, 2021, with respect to the Company. Early adoption is permitted. We do not
anticipate a significant impact to our consolidated financial statements.
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.
9
KentuckyFirst Federal Bancorp
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
December
31, 2020
(unaudited)
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:
| Six months ended December 31, | Three months ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2020 | 2019 | 2020 | 2019 | ||||
| Net income allocated to common shareholders, basic and diluted | $ | 655 | $ | 482 | $ | 370 | $ | 248 |
| Six months ended December 31, | Three months ended December 31, | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2020 | 2019 | 2020 | 2019 | |||||
| Weighted average common shares outstanding, basic and diluted | 8,220,552 | 8,266,204 | 8,218,292 | 8,255,255 |
There
were no stock option shares outstanding for the six- or three-month periods ended December 31, 2020 and 2019.
3.
Investment Securities
The
following table summarizes the amortized cost and fair value of securities available-for-sale and securities held-to-maturity
at December 31, 2020 and June 30, 2020, the corresponding amounts of gross unrealized gains recognized in accumulated other comprehensive
income and gross unrecognized gains and losses:
| December 31, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | Amortized cost | Gross unrealized/ unrecognized <br> gains | Gross unrealized/ unrecognized <br> losses | Estimated fair<br><br> value | ||||
| Available-for-sale Securities | ||||||||
| Agency mortgage-backed: residential | $ | 36 | $ | – | $ | – | $ | 36 |
| Held-to-maturity Securities | ||||||||
| Agency mortgage-backed: residential | $ | 534 | $ | 20 | $ | 4 | $ | 550 |
| June 30, 2020 | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (in thousands) | Amortized cost | Gross unrealized/ unrecognized<br> gains | Gross unrealized/ unrecognized<br> losses | Estimated fair<br><br> value | ||||
| Available-for-sale Securities | ||||||||
| Agency bonds | $ | 500 | $ | 3 | $ | – | $ | 503 |
| Agency mortgage-backed: residential | 38 | – | – | 38 | ||||
| $ | 538 | $ | 3 | $ | – | $ | 541 | |
| Held-to-maturity Securities | ||||||||
| Agency mortgage-backed: residential | $ | 598 | $ | 16 | $ | 3 | $ | 611 |
10
KentuckyFirst Federal Bancorp
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
December
31, 2020
(unaudited)
3.
Investment Securities (continued)
Our
pledged securities (including overnight and time deposits in other financial institutions) totaled $1.8 million and $1.9 million
at December 31, 2020 and June 30, 2020, respectively.
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.
4.
Loans receivable
The
composition of the loan portfolio was as follows:
| December 31, | June 30, | |||||
|---|---|---|---|---|---|---|
| (in thousands) | 2020 | 2020 | ||||
| Residential real estate | ||||||
| One- to four-family | $ | 222,443 | $ | 222,489 | ||
| Multi-family | 18,991 | 12,373 | ||||
| Construction | 4,055 | 4,045 | ||||
| Land | 1,099 | 765 | ||||
| Farm | 2,561 | 2,354 | ||||
| Nonresidential real estate | 38,043 | 33,503 | ||||
| Commercial nonmortgage | 1,321 | 2,214 | ||||
| Consumer and other: | ||||||
| Loans on deposits | 1,235 | 1,245 | ||||
| Home equity | 7,454 | 7,645 | ||||
| Automobile | 90 | 67 | ||||
| Unsecured | 594 | 675 | ||||
| 297,886 | 287,375 | |||||
| Allowance for loan losses | (1,622 | ) | (1,488 | ) | ||
| $ | 296,264 | $ | 285,887 |
11
KentuckyFirst Federal Bancorp
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
December
31, 2020
(unaudited)
4.
Loans receivable (continued)
The
following table presents the activity in the allowance for loan losses by portfolio segment for the six months ended December
31, 2020:
| (in thousands) | Beginning balance | Provision for loan losses | Loans charged off | Recoveries | Ending balance | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Residential real estate: | ||||||||||||
| One- to four-family | $ | 671 | $ | (1 | ) | $ | (23 | ) | $ | – | $ | 647 |
| Multi-family | 184 | 93 | – | – | 277 | |||||||
| Construction | 6 | -- | – | – | 6 | |||||||
| Land | 1 | 1 | – | – | 2 | |||||||
| Farm | 4 | 1 | – | – | 5 | |||||||
| Nonresidential real estate | 405 | 64 | – | – | 469 | |||||||
| Commercial nonmortgage | 3 | (1 | ) | – | – | 2 | ||||||
| Consumer and other: | ||||||||||||
| Loans on deposits | 2 | – | – | – | 2 | |||||||
| Home equity | 11 | 38 | (45 | ) | 7 | 11 | ||||||
| Automobile | – | – | – | – | – | |||||||
| Unsecured | 1 | (3 | ) | – | 3 | 1 | ||||||
| Unallocated | 200 | – | – | – | 200 | |||||||
| Totals | $ | 1,488 | $ | 192 | $ | (68 | ) | $ | 10 | $ | 1,622 |
The
following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended December
31, 2020:
| (in thousands) | Beginning balance | Provision for loan losses | Loans charged off | Recoveries | Ending balance | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Residential real estate: | ||||||||||||
| One- to four-family | $ | 670 | $ | -- | $ | (23 | ) | $ | – | $ | 647 | |
| Multi-family | 217 | 60 | – | – | 277 | |||||||
| Construction | 7 | (1 | ) | – | – | 6 | ||||||
| Land | 1 | 1 | – | – | 2 | |||||||
| Farm | 5 | – | – | – | 5 | |||||||
| Nonresidential real estate | 418 | 51 | – | – | 469 | |||||||
| Commercial nonmortgage | 4 | (2 | ) | – | – | 2 | ||||||
| Consumer and other: | ||||||||||||
| Loans on deposits | 2 | -- | – | – | 2 | |||||||
| Home equity | 11 | -- | – | – | 11 | |||||||
| Automobile | – | – | – | – | – | |||||||
| Unsecured | 1 | (1 | ) | – | 1 | 1 | ||||||
| Unallocated | 200 | – | – | – | 200 | |||||||
| Totals | $ | 1,536 | $ | 108 | $ | (23 | ) | $ | 1 | $ | 1,622 |
12
KentuckyFirst Federal Bancorp
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
December
31, 2020
(unaudited)
4.
Loans receivable (continued)
The
following table presents the activity in the allowance for loan losses by portfolio segment for the six months ended December
31, 2019:
| (in thousands) | Beginning balance | Provision for loan losses | Loans charged off | Recoveries | Ending balance | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Residential real estate: | ||||||||||||
| One- to four-family | $ | 685 | $ | 64 | $ | (65 | ) | $ | – | $ | 684 | |
| Multi-family | 200 | (28 | ) | – | – | 172 | ||||||
| Construction | 6 | – | – | – | 6 | |||||||
| Land | 1 | 1 | – | – | 2 | |||||||
| Farm | 6 | (2 | ) | – | – | 4 | ||||||
| Nonresidential real estate | 336 | 25 | – | – | 361 | |||||||
| Commercial nonmortgage | 5 | (1 | ) | – | – | 4 | ||||||
| Consumer and other: | ||||||||||||
| Loans on deposits | 3 | (1 | ) | – | – | 2 | ||||||
| Home equity | 14 | (3 | ) | – | – | 11 | ||||||
| Automobile | – | 8 | (8 | ) | – | – | ||||||
| Unsecured | – | 1 | – | – | 1 | |||||||
| Unallocated | 200 | – | – | – | 200 | |||||||
| Totals | $ | 1,456 | $ | 64 | $ | (73 | ) | $ | – | $ | 1,447 |
The
following table presents the activity in the allowance for loan losses by portfolio segment for the three months ended December
31, 2019:
| (in thousands) | Beginning balance | Provision for loan losses | Loans charged off | Recoveries | Ending balance | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Residential real estate: | ||||||||||||
| One- to four-family | $ | 686 | $ | (2 | ) | $ | – | $ | – | $ | 684 | |
| Multi-family | 193 | (21 | ) | – | – | 172 | ||||||
| Construction | 6 | – | – | – | 6 | |||||||
| Land | 1 | 1 | – | – | 2 | |||||||
| Farm | 6 | (2 | ) | – | – | 4 | ||||||
| Nonresidential real estate | 339 | 22 | – | – | 361 | |||||||
| Commercial nonmortgage | 5 | (1 | ) | – | – | 4 | ||||||
| Consumer and other: | ||||||||||||
| Loans on deposits | 2 | – | – | – | 2 | |||||||
| Home equity | 12 | (1 | ) | – | – | 11 | ||||||
| Automobile | – | 8 | (8 | ) | – | – | ||||||
| Unsecured | – | 1 | – | – | 1 | |||||||
| Unallocated | 200 | – | – | – | 200 | |||||||
| Totals | $ | 1,450 | $ | 5 | $ | (8 | ) | $ | – | $ | 1,447 |
13
KentuckyFirst Federal Bancorp
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
December
31, 2020
(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 December 31, 2020. The recorded investment in loans excludes accrued interest receivable
due to immateriality.
December31, 2020:
| (in thousands) | Loans individually evaluated | Loans acquired with deteriorated credit quality | Unpaid principal balance <br> and recorded investment | Ending allowance attributed to loans | Unallocated allowance | Total allowance | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loans individually evaluated for impairment: | ||||||||||||
| Residential real estate: | ||||||||||||
| One- to four-family | $ | 4,040 | $ | 685 | $ | 4,725 | $ | – | $ | – | $ | – |
| Multi-family | 658 | – | 658 | – | – | – | ||||||
| Farm | 291 | – | 291 | – | – | – | ||||||
| Nonresidential real estate | 646 | – | 646 | – | – | – | ||||||
| 5,635 | 685 | 6,320 | – | – | – | |||||||
| Loans collectively evaluated for impairment: | ||||||||||||
| Residential real estate: | ||||||||||||
| One- to four-family | $ | 217,718 | $ | 647 | $ | – | $ | 647 | ||||
| Multi-family | 18,333 | 277 | – | 277 | ||||||||
| Construction | 4,055 | 6 | – | 6 | ||||||||
| Land | 1,099 | 2 | – | 2 | ||||||||
| Farm | 2,270 | 5 | – | 5 | ||||||||
| Nonresidential real estate | 37,397 | 469 | – | 469 | ||||||||
| Commercial nonmortgage | 1,321 | 2 | – | 2 | ||||||||
| Consumer: | ||||||||||||
| Loans on deposits | 1,235 | 2 | – | 2 | ||||||||
| Home equity | 7,454 | 11 | – | 11 | ||||||||
| Automobile | 90 | – | – | – | ||||||||
| Unsecured | 594 | 1 | – | 1 | ||||||||
| Unallocated | – | – | 200 | 200 | ||||||||
| 291,566 | 1,422 | 200 | 1,622 | |||||||||
| $ | 297,886 | $ | 1,422 | $ | 200 | $ | 1,622 |
14
KentuckyFirst Federal Bancorp
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
December
31, 2020
(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, 2020.
June30, 2020:
| (in thousands) | Loans individually<br><br> evaluated | Loans acquired with<br><br> deteriorated credit quality | Unpaid principal balance<br><br><br> and recorded investment | Ending allowance attributed to loans | Unallocated allowance | Total allowance | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Loans individually evaluated for impairment: | ||||||||||||
| Residential real estate: | ||||||||||||
| One- to four-family | $ | 3,983 | $ | 751 | $ | 4,734 | $ | – | $ | – | $ | – |
| Multi-family | 671 | – | 671 | – | – | – | ||||||
| Construction | 63 | – | 63 | – | – | – | ||||||
| Farm | 309 | – | 309 | – | – | – | ||||||
| Nonresidential real estate | 660 | – | 660 | – | – | – | ||||||
| 5,686 | 751 | 6,437 | – | – | – | |||||||
| Loans collectively evaluated for impairment: | ||||||||||||
| Residential real estate: | ||||||||||||
| One- to four-family | $ | 217,755 | $ | 671 | $ | – | $ | 671 | ||||
| Multi-family | 11,702 | 184 | – | 184 | ||||||||
| Construction | 3,982 | 6 | – | 6 | ||||||||
| Land | 765 | 1 | – | 1 | ||||||||
| Farm | 2,045 | 4 | – | 4 | ||||||||
| Nonresidential real estate | 32,843 | 405 | – | 405 | ||||||||
| Commercial nonmortgage | 2,214 | 3 | – | 3 | ||||||||
| Consumer: | ||||||||||||
| Loans on deposits | 1,245 | 2 | – | 2 | ||||||||
| Home equity | 7,645 | 11 | – | 11 | ||||||||
| Automobile | 67 | – | – | – | ||||||||
| Unsecured | 675 | 1 | – | 1 | ||||||||
| Unallocated | – | – | 200 | 200 | ||||||||
| 280,938 | 1,288 | 200 | 1,488 | |||||||||
| $ | 287,375 | $ | 1,288 | $ | 200 | $ | 1,488 |
15
KentuckyFirst Federal Bancorp
NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
December
31, 2020
(unaudited)
4.
Loans receivable (continued)
The
following table presents interest income on loans individually evaluated for impairment by class of loans for the six months ended
December 31:
| (in thousands) | Average<br> Recorded<br> Investment | Interest<br> Income<br> Recognized | Cash Basis<br> Income<br> Recognized | Average<br> Recorded<br> Investment | Interest<br> Income<br> Recognized | Cash Basis<br> Income<br> Recognized | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||||||
| With no related allowance recorded: | ||||||||||||
| One- to four-family | $ | 4,011 | $ | 84 | $ | 84 | $ | 3,922 | $ | 62 | $ | 62 |
| Multi-family | 665 | 12 | 12 | 684 | 17 | 17 | ||||||
| Construction | 32 | – | – | – | – | – | ||||||
| Farm | 300 | 23 | 23 | 309 | 5 | 5 | ||||||
| Nonresidential real estate | 653 | 7 | 7 | 702 | 14 | 14 | ||||||
| Purchased credit-impaired loans | 718 | 24 | 24 | 936 | 35 | 35 | ||||||
| 6,379 | 150 | 150 | 6,553 | 133 | 133 | |||||||
| With an allowance recorded: | ||||||||||||
| One- to four-family | – | – | – | – | – | – | ||||||
| $ | 6,379 | $ | 150 | $ | 150 | $ | 6,553 | $ | 133 | $ | 133 |
The
following table presents interest income on loans individually evaluated for impairment by class of loans for the three months
ended December 31:
| (in thousands) | Average Recorded Investment | Interest<br> Income Recognized | Cash Basis Income Recognized | Average Recorded Investment | Interest<br> Income<br> Recognized | Cash Basis Income Recognized | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||||||
| With no related allowance recorded: | ||||||||||||
| Residential real estate: | ||||||||||||
| One- to four-family | $ | 3,965 | $ | 39 | $ | 39 | $ | 3,780 | $ | 28 | $ | 28 |
| Multi-family | 662 | 6 | 6 | 682 | 6 | 6 | ||||||
| Construction | 32 | |||||||||||
| Farm | 292 | -- | -- | 309 | 5 | 5 | ||||||
| Nonresidential real estate | 650 | 3 | 3 | 724 | 7 | 7 | ||||||
| Purchased credit-impaired loans | 711 | 10 | 10 | 913 | 17 | 17 | ||||||
| 6,312 | 58 | 58 | 6,408 | 63 | 63 | |||||||
| With an allowance recorded: | ||||||||||||
| One- to four-family | – | – | – | – | – | – | ||||||
| $ | 6,312 | $ | 58 | $ | 58 | $ | 6,408 | $ | 63 | $ | 63 |
16
Kentucky FirstFederal Bancorp
NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(unaudited)
- Loans receivable (continued)
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 December 31, 2020 and June 30,
2020:
| December 31, 2020 | June 30, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | Nonaccrual | Loans<br> <br>Past Due Over 90 Days Still Accruing | Nonaccrual | Loans <br> Past Due Over <br><br><br> 90 Days Still <br> Accruing | ||||
| Residential real estate: | ||||||||
| One- to four-family residential real estate | $ | 4,430 | $ | 461 | $ | 4,458 | $ | 1,135 |
| Multifamily | 658 | – | 671 | – | ||||
| Construction | -- | – | 63 | – | ||||
| Farm | 291 | – | 309 | – | ||||
| Nonresidential real estate and land | 646 | – | 660 | – | ||||
| Commercial and industrial | – | – | 4 | – | ||||
| Consumer | 67 | -- | 95 | – | ||||
| $ | 6,092 | $ | 461 | $ | 6,260 | $ | 1,135 |
One- to four-family loans in process of
foreclosure totaled $790,000 and $694,000 at December 31, 2020 and June 30, 2020, respectively.
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.”
The provisions of the CARES Act included
an election to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions
or deferrals, related to COVID-19 made between March 1, 2020 and the earlier of (i) December 31, 2020 or (ii) 60 days after the
end of the COVID-19 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. As of December 31,
2020, the Banks had granted deferrals to 101 loans totaling $18.4 million. Of those, five loans totaling $293,000 had not yet completed
the initial 3-month deferral period at December 31, 2020. One borrower who owes $859,000 had been granted an additional extension.
All other borrowers granted a deferral, composed of 95 loans totaling $17.2 million in principal had resumed regular payments.
At December 31, 2020 and June 30, 2020,
the Company had $1.9 million and $1.9 million of loans classified as TDRs, respectively. Of the TDRs at December 31, 2020, approximately
29.6% were related to the borrower’s completion of Chapter 7 bankruptcy proceedings with no reaffirmation of the debt to
the Banks.
During the six months ended December 31,
2020, the Company had two loans, which were associated with a single borrower and were both secured by a single-family residence,
restructured as TDRs. The loans were classified as TDRs pursuant to court action under Chapter 7 bankruptcy proceedings without
the borrower reaffirming the debt personally, and totaled $144,000 at December 31, 2020, and were current on payments.
17
Kentucky FirstFederal Bancorp
NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(unaudited)
- Loans receivable (continued)
During the six months ended December 31,
2019, the Company had two loans restructured as TDRs. One borrower refinanced a piece of one- to four-family, non-owner occupied,
residential property to bring to current amounts owed on other loans with the Bank. Because the borrower’s financial condition
had deteriorated, it was unlikely that the borrower could have secured financing elsewhere. The restructured loan is collateralized
and cross-collateralized by real estate. Another single-family residential borrower filed for Chapter 7 bankruptcy protection and
did not reaffirm the debt personally, although the Company’s collateral position remains intact.
The following table summarizes TDR loan
modifications that occurred during the six months ended December 31, 2020 and 2019, and their performance, by modification type:
| (in thousands) | Troubled Debt <br> Restructurings <br> Performing to <br> Modified <br> Terms | Troubled Debt <br> Restructurings <br> Not <br> Performing to <br> Modified <br> Terms | Total <br> Troubled Debt <br> Restructurings | |||
|---|---|---|---|---|---|---|
| Six months ended December 31, 2020 | ||||||
| Residential real estate: | ||||||
| Chapter 7 bankruptcy | $ | 144 | $ | – | $ | 144 |
| Six months ended December 31, 2019 | ||||||
| Residential real estate: | ||||||
| Terms extended | $ | 682 | $ | – | $ | 682 |
| Terms extended and additional funds advanced | $ | 119 | $ | – | $ | 119 |
| Chapter 7 bankruptcy | $ | 21 | $ | – | $ | 21 |
No TDRs defaulted during the six-month
periods ended December 31, 2020 or 2019.
The following table summarizes TDR loan
modifications that occurred during the three months ended December 31, 2020 and 2019, and their performance, by modification type:
| (in thousands) | Troubled Debt <br> Restructurings <br> Performing to <br> Modified <br> Terms | Troubled Debt <br> Restructurings <br> Not <br> Performing to <br> Modified <br> Terms | Total <br> Troubled Debt <br> Restructurings | |||
|---|---|---|---|---|---|---|
| Three months ended December 31, 2020 | ||||||
| Residential real estate: | ||||||
| Chapter 7 bankruptcy | $ | 144 | $ | – | $ | 144 |
| Three months ended December 31, 2019 | ||||||
| Residential real estate: | ||||||
| Terms extended | $ | 682 | $ | – | $ | 682 |
| Chapter 7 bankruptcy | $ | 21 | $ | – | $ | 21 |
18
Kentucky FirstFederal Bancorp
NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(unaudited)
- Loans receivable (continued)
The following table presents the aging
of the principal balance outstanding in past due loans as of December 31, 2020, by class of loans:
| (in thousands) | 30-89 Days<br> Past Due | 90 Days or<br> Greater<br> Past Due | Total Past<br> Due | Loans Not<br> Past Due | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Residential real estate: | ||||||||||
| One-to four-family | $ | 3,424 | $ | 2,086 | $ | 5,510 | $ | 216,933 | $ | 222,443 |
| Multi-family | – | – | – | 18,991 | 18,991 | |||||
| Construction | 378 | -- | 378 | 3,677 | 4,055 | |||||
| Land | – | – | – | 1,099 | 1,099 | |||||
| Farm | 104 | – | 104 | 2,457 | 2,561 | |||||
| Nonresidential real estate | -- | 249 | 249 | 37,794 | 38,043 | |||||
| Commercial non-mortgage | – | – | – | 1,321 | 1,321 | |||||
| Consumer and other: | ||||||||||
| Loans on deposits | – | – | – | 1,235 | 1,235 | |||||
| Home equity | -- | -- | -- | 7,454 | 7,454 | |||||
| Automobile | 1 | – | 1 | 89 | 90 | |||||
| Unsecured | 9 | – | 9 | 585 | 594 | |||||
| Total | $ | 3,916 | $ | 2,335 | $ | 6,251 | $ | 291,635 | $ | 297,886 |
The following tables present the aging
of the principal balance outstanding in past due loans as of June 30, 2020, by class of loans:
| (in thousands) | 30-89 Days<br> Past Due | 90 Days or<br> Greater<br> Past Due | Total Past<br> Due | Loans Not<br> Past Due | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Residential real estate: | ||||||||||
| One-to four-family | $ | 2,546 | $ | 2,670 | $ | 5,216 | $ | 217,273 | $ | 222,489 |
| Multi-family | – | – | – | 12,373 | 12,373 | |||||
| Construction | 192 | 63 | 255 | 3,790 | 4,045 | |||||
| Land | – | – | – | 765 | 765 | |||||
| Farm | 107 | 309 | 416 | 1,938 | 2,354 | |||||
| Nonresidential real estate | 57 | 253 | 310 | 33,193 | 33,503 | |||||
| Commercial nonmortgage | – | – | – | 2,214 | 2,214 | |||||
| Consumer: | ||||||||||
| Loans on deposits | – | – | – | 1,245 | 1,245 | |||||
| Home equity | 255 | 90 | 345 | 7,300 | 7,645 | |||||
| Automobile | – | – | – | 67 | 67 | |||||
| Unsecured | – | – | – | 675 | 675 | |||||
| Total | $ | 3,157 | $ | 3,385 | $ | 6,542 | $ | 280,833 | $ | 287,375 |
19
Kentucky FirstFederal Bancorp
**NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)**December 31, 2020
(unaudited)
- Loans receivable (continued)
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.
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 December 31, 2020, and based on the most recent analysis performed, the risk category of loans
by class of loans is as follows:
| (in thousands) | Pass | Special <br> Mention | Substandard | Doubtful | ||||
|---|---|---|---|---|---|---|---|---|
| Residential real estate: | ||||||||
| One- to four-family | $ | 215,356 | $ | 690 | $ | 6,397 | $ | – |
| Multi-family | 18,333 | – | 658 | – | ||||
| Construction | 4,055 | – | -- | – | ||||
| Land | 1,099 | – | – | – | ||||
| Farm | 2,270 | – | 291 | – | ||||
| Nonresidential real estate | 36,001 | 937 | 1,105 | – | ||||
| Commercial nonmortgage | 1,321 | – | – | – | ||||
| Consumer: | ||||||||
| Loans on deposits | 1,235 | – | – | – | ||||
| Home equity | 7,333 | 40 | 81 | – | ||||
| Automobile | 90 | – | – | – | ||||
| Unsecured | 594 | – | -- | – | ||||
| $ | 287,687 | $ | 1,667 | $ | 8,532 | $ | – |
20
Kentucky FirstFederal Bancorp
**NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)**December 31, 2020
(unaudited)
- Loans receivable (continued)
At June 30, 2020, the risk category of
loans by class of loans was as follows:
| (in thousands) | Pass | Special<br> Mention | Substandard | Doubtful | ||||
|---|---|---|---|---|---|---|---|---|
| Residential real estate: | ||||||||
| One- to four-family | $ | 215,010 | $ | 742 | $ | 6,737 | $ | – |
| Multi-family | 11,702 | – | 671 | – | ||||
| Construction | 3,982 | – | 63 | – | ||||
| Land | 765 | – | – | – | ||||
| Farm | 2,045 | – | 309 | – | ||||
| Nonresidential real estate | 31,529 | 939 | 1,035 | – | ||||
| Commercial nonmortgage | 2,188 | – | 26 | – | ||||
| Consumer: | ||||||||
| Loans on deposits | 1,245 | – | – | – | ||||
| Home equity | 7,505 | 39 | 101 | – | ||||
| Automobile | 67 | – | – | – | ||||
| Unsecured | 670 | – | 5 | – | ||||
| $ | 276,708 | $ | 1,720 | $ | 8,947 | $ | – |
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 $351,000 and $351,000 at December 31, 2020 and June 30, 2020, respectively, is as follows:
| (in thousands) | December 31,<br> 2020 | June 30,<br> 2020 | ||
|---|---|---|---|---|
| One- to four-family residential real estate | $ | 646 | $ | 751 |
21
Kentucky FirstFederal Bancorp
NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(unaudited)
- Loans receivable (continued)
Accretable yield, or income expected to be collected, is as
follows:
| (in thousands) | Six months <br> ended <br> December 31,<br> 2020 | Twelve months <br> ended <br> June 30,<br> 2020 | ||||
|---|---|---|---|---|---|---|
| Balance at beginning of period | $ | 447 | $ | 544 | ||
| Accretion of income | (29 | ) | (97 | ) | ||
| Disposals, net of recoveries | – | – | ||||
| Balance at end of period | $ | 418 | $ | 447 |
For those purchased loans disclosed above,
the Company made no increase in allowance for loan losses for the year ended June 30, 2020, nor for the six-month period ended
December 31, 2020. Neither were any allowance for loan losses reversed during those periods.
- 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.
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.
22
Kentucky FirstFederal Bancorp
NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(unaudited)
- Disclosures About Fair Value of Assets
and Liabilities (continued)
Impaired Loans
At the time a loan is considered impaired,
it is evaluated for loss based on the fair value of collateral securing the loan if the loan is collateral dependent. If a loss
is identified, a specific allocation will be established as part of the allowance for loan losses such that the loan’s net
carrying value is at its estimated fair value. Impaired loans carried at fair value generally receive specific allocations of the
allowance for loan losses. For collateral-dependent loans, fair value is commonly based on recent real estate appraisals. These
appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.
Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable
sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the
inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s
financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market
conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business,
resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and
adjusted accordingly.
Other Real Estate
Assets acquired through or instead of loan
foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets
are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent
real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable
sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust
for differences between the comparable sales and income data available. Such adjustments are usually significant and typically
result in a Level 3 classification of the inputs for determining fair value.
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) | ||||
| December 31, 2020 | ||||||||
| Agency mortgage-backed: residential | $ | 36 | $ | – | $ | 36 | $ | – |
| June30, 2020 | ||||||||
| Agency bonds | $ | 503 | $ | – | $ | 503 | $ | – |
| Agency mortgage-backed: residential | 38 | – | 38 | – | ||||
| $ | 541 | $ | – | $ | 541 | $ | – |
23
Kentucky FirstFederal Bancorp
NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(unaudited)
- Disclosures About Fair Value of Assets
and Liabilities (continued)
Assets measured at fair value on a non-recurring
basis are summarized below:
| Fair Value Measurements 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) | ||||
| December 31, 2020 | ||||||||
| Other real estate owned, net | ||||||||
| One- to four-family | $ | 74 | $ | – | $ | – | $ | 74 |
| June 30, 2020 | ||||||||
| Other real estate owned, net | ||||||||
| One- to four-family | $ | 465 | $ | – | $ | – | $ | 465 |
There were no impaired loans, which were
measured using the fair value of the collateral for collateral-dependent loans, at December 31, 2020, or at June 30, 2020. There
was a charge off of $8,000 for the six-month period ended December 31, 2019.
There was one single-family residential
property held as other real estate owned (“OREO”) written down by $19,000 during the six- and three-months ended December
31, 2020, while OREO was written down $24,000 during the six- and three-months ended December 31, 2019. Other real estate owned
measured at fair value less costs to sell, had a carrying amount of $74,000 at December 31, 2020.
The following table presents quantitative
information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at
December 31, 2020 and June 30, 2020:
| Range | ||||||
|---|---|---|---|---|---|---|
| Fair Value | Valuation | Unobservable | (Weighted | |||
| (in thousands) | Technique(s) | Input(s) | Average) | |||
| December 31, 2020 | ||||||
| Foreclosed and repossessed assets: | ||||||
| One- to four-family | $ | 74 | Sales comparison approach | Adjustments for differences between comparable sales | -18.4%<br><br> to 10.7% (-4.1%) | |
| June 30, 2020 | ||||||
| Foreclosed and repossessed assets: | ||||||
| One- to four-family | $ | 465 | Sales comparison approach | Adjustments for differences between<br> comparable sales | -2.7%<br><br> to 41.2% (20.4%) |
24
Kentucky FirstFederal Bancorp
NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(unaudited)
- Disclosures About Fair Value of Assets
and Liabilities (continued)
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.
Based on the foregoing methods and assumptions,
the carrying value and fair value of the Company’s financial instruments at December 31, 2020 and June 30, 2020 are as follows:
| Fair Value Measurements at | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Carrying | December 31, 2020 Using | |||||||||
| (in thousands) | Value | Level 1 | Level 2 | Level 3 | Total | |||||
| Financial assets | ||||||||||
| Cash and cash equivalents | $ | 14,730 | $ | 14,730 | $ | 14,730 | ||||
| Time deposits in other financial institutions | 745 | 752 | 752 | |||||||
| Available-for-sale securities | 36 | $ | 36 | 36 | ||||||
| Held-to-maturity securities | 534 | 550 | 550 | |||||||
| Loans held for sale | 1,730 | $ | 1,794 | 1,794 | ||||||
| Loans receivable - net | 296,264 | 308,982 | 308,982 | |||||||
| Federal Home Loan Bank stock | 6,498 | n/a | ||||||||
| Accrued interest receivable | 694 | 694 | 694 | |||||||
| Financial liabilities | ||||||||||
| Deposits | $ | 216,298 | $ | 91,883 | $ | 125,068 | 216,951 | |||
| Federal Home Loan Bank advances | 61,048 | 61,597 | 61,597 | |||||||
| Advances by borrowers for taxes and insurance | 262 | 262 | 262 | |||||||
| Accrued interest payable | 20 | 20 | 20 | |||||||
| Fair Value Measurements at | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Carrying | June 30, 2020 Using | |||||||||
| (in thousands) | Value | Level 1 | Level 2 | Level 3 | Total | |||||
| Financial assets | ||||||||||
| Cash and cash equivalents | $ | 13,702 | $ | 13,702 | $ | 13,702 | ||||
| Term deposits in other financial institutions | 2,229 | 2,252 | 2,252 | |||||||
| Available-for-sale securities | 541 | $ | 541 | 541 | ||||||
| Held-to-maturity securities | 598 | 611 | 611 | |||||||
| Loans held for sale | 667 | 685 | 685 | |||||||
| Loans receivable – net | 285,887 | $ | 295,431 | 295,431 | ||||||
| Federal Home Loan Bank stock | 6,498 | n/a | ||||||||
| Accrued interest receivable | 830 | 830 | 830 | |||||||
| Financial liabilities | ||||||||||
| Deposits | $ | 212,273 | $ | 78,118 | $ | 135,000 | $ | 213,118 | ||
| Federal Home Loan Bank advances | 54,715 | 55,416 | 55,416 | |||||||
| Advances by borrowers for taxes and insurance | 800 | 800 | 800 | |||||||
| Accrued interest payable | 27 | 27 | 27 |
25
Kentucky FirstFederal Bancorp
NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2020
(unaudited)
- Other Comprehensive Income (Loss)
The Company’s other comprehensive
income 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:
| Six months ended<br><br><br> December 31, <br> 2020 | |||
|---|---|---|---|
| Beginning balance | $ | 2 | |
| Current year change | (2 | ) | |
| Ending balance | $ | – |
Other comprehensive income (loss) components
and related tax effects for the periods indicated were as follows:
| Six months ended<br> December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2020 | 2019 | ||||
| Unrealized holding gains (losses) on available-for-sale securities | $ | (3 | ) | $ | (1 | ) |
| Tax effect | 1 | – | ||||
| Net-of-tax amount | $ | (2 | ) | $ | (1 | ) |
| Three months ended<br><br><br> December 31, | ||||||
| --- | --- | --- | --- | --- | --- | |
| (in thousands) | 2020 | 2019 | ||||
| Unrealized holding gains (losses) on available-for-sale securities | $ | -- | $ | (1 | ) | |
| Tax effect | -- | – | ||||
| Net-of-tax amount | $ | -- | $ | (1 | ) |
26
KentuckyFirst Federal BancorpITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND 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, 2020. 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.
27
KentuckyFirst Federal BancorpMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS (continued)
Average
Balance Sheets
The
following table represents the average balance sheets for the six month periods ended December 31, 2020 and 2019, along with the
related calculations of tax-equivalent net interest income, net interest margin and net interest spread for the related periods.
| Six Months Ended December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||||||||||
| Average <br><br><br>Balance | Interest<br><br><br>And<br><br><br>Dividends | Yield/<br><br><br>Cost | Average<br><br><br>Balance | Interest<br><br><br>And<br><br><br>Dividends | Yield/<br><br><br>Cost | |||||||||||
| (Dollars in thousands) | ||||||||||||||||
| Interest-earning assets: | ||||||||||||||||
| Loans ^1^ | $ | 292,778 | $ | 5,936 | 4.06 | % | $ | 282,210 | $ | 6,297 | 4.46 | % | ||||
| Mortgage-backed securities | 604 | 8 | 2.65 | 749 | 11 | 2.94 | ||||||||||
| Other securities | 196 | 3 | 3.06 | 835 | 11 | 2.64 | ||||||||||
| Other interest-earning assets | 21,341 | 84 | 0.79 | 21,705 | 272 | 2.51 | ||||||||||
| Total interest-earning assets | 314,919 | 6,031 | 3.83 | 305,499 | 6,591 | 4.32 | ||||||||||
| Less: Allowance for loan losses | (1,518 | ) | (1,443 | ) | ||||||||||||
| Non-interest-earning assets | 12,555 | 26,110 | ||||||||||||||
| Total assets | $ | 325,956 | $ | 330,166 | ||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||
| Demand deposits | $ | 17,675 | $ | 15 | 0.17 | % | $ | 14,302 | $ | 11 | 0.15 | % | ||||
| Savings | 60,298 | 125 | 0.42 | 50,484 | 103 | 0.41 | ||||||||||
| Certificates of deposit | 130,479 | 800 | 1.23 | 128,156 | 1,082 | 1.69 | ||||||||||
| Total deposits | 208,452 | 940 | 0.90 | 192,942 | 1,196 | 1.24 | ||||||||||
| Borrowings | 54,261 | 228 | 0.84 | 63,091 | 673 | 2.13 | ||||||||||
| Total interest-bearing liabilities | 262,713 | 1,168 | 0.89 | 256,033 | 1,869 | 1.46 | ||||||||||
| Noninterest-bearing demand deposits | 9,006 | 6,019 | ||||||||||||||
| Noninterest-bearing liabilities | 2,247 | 2,066 | ||||||||||||||
| Total liabilities | 273,966 | 264,118 | ||||||||||||||
| Shareholders’ equity | 51,990 | 66,048 | ||||||||||||||
| Total liabilities and shareholders’ equity | $ | 325,956 | $ | 330,166 | ||||||||||||
| Net interest spread | $ | 4,863 | 2.94 | % | $ | 4,722 | 2.85 | % | ||||||||
| Net interest margin | 3.09 | % | 3.09 | % | ||||||||||||
| Average interest-earning assets to average interest-bearing liabilities | 119.87 | % | 119.32 | % | ||||||||||||
| ^1^ | Includes loan fees,<br><br> immaterial in amount, in both interest income and the calculation of yield on loans. Also includes loans on nonaccrual status. | |||||||||||||||
| --- | --- |
28
KentuckyFirst Federal BancorpMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS (continued)
Average
Balance Sheets
The
following table represents the average balance sheets for the three-month periods ended December 31, 2020 and 2019, 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 December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||||||||||
| Average<br><br><br>Balance | Interest<br><br><br>And<br><br><br>Dividends | Yield/<br><br><br>Cost | Average<br><br><br>Balance | Interest<br><br><br>And<br><br><br>Dividends | Yield/<br><br><br>Cost | |||||||||||
| (Dollars in thousands) | ||||||||||||||||
| Interest-earning assets: | ||||||||||||||||
| Loans ^1^ | $ | 296,294 | $ | 2,960 | 4.00 | % | $ | 282,774 | $ | 3,125 | 4.42 | % | ||||
| Mortgage-backed securities | 587 | 4 | 2.73 | 710 | 5 | 2.82 | ||||||||||
| Other securities | -- | -- | -- | 668 | 5 | 2.99 | ||||||||||
| Other interest-earning assets | 20,859 | 38 | 0.73 | 22,043 | 128 | 2.32 | ||||||||||
| Total interest-earning assets | 317,740 | 3,002 | 3.78 | 306,195 | 3,263 | 4.26 | ||||||||||
| Less: Allowance for loan losses | (1,544 | ) | (1,450 | ) | ||||||||||||
| Non-interest-earning assets | 12,579 | 26,113 | ||||||||||||||
| Total assets | $ | 328,775 | $ | 330,858 | ||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||
| Demand deposits | $ | 18,358 | $ | 8 | 0.17 | % | $ | 14,202 | $ | 6 | 0.17 | % | ||||
| Savings | 63,112 | 66 | 0.42 | 49,854 | 51 | 0.41 | ||||||||||
| Certificates of deposit | 127,215 | 352 | 1.11 | 129,375 | 551 | 1.70 | ||||||||||
| Total deposits | 208,685 | 426 | 0.82 | 193,431 | 608 | 1.26 | ||||||||||
| Borrowings | 56,730 | 103 | 0.73 | 63,386 | 314 | 1.98 | ||||||||||
| Total interest-bearing liabilities | 265,415 | 529 | 0.80 | 256,817 | 922 | 1.44 | ||||||||||
| Noninterest-bearing demand deposits | 9,380 | 6,262 | ||||||||||||||
| Noninterest-bearing liabilities | 2,158 | 1,929 | ||||||||||||||
| Total liabilities | 276,953 | 265,008 | ||||||||||||||
| Shareholders’ equity | 51,822 | 65,850 | ||||||||||||||
| Total liabilities and shareholders’ equity | $ | 328,775 | $ | 330,858 | ||||||||||||
| Net interest spread | $ | 2,473 | 2.98 | % | $ | 2,341 | 2.83 | % | ||||||||
| Net interest margin | 3.11 | % | 3.06 | % | ||||||||||||
| Average interest-earning assets to average interest-bearing liabilities | 119.71 | % | 119.23 | % | ||||||||||||
| ^1^ | Includes loan fees,<br><br> immaterial in amount, in both interest income and the calculation of yield on loans. Also includes loans on nonaccrual status. | |||||||||||||||
| --- | --- |
29
KentuckyFirst Federal BancorpMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS (continued)
Discussion
of Financial Condition Changes from June 30, 2020 to December 31, 2020
Risks and Uncertainties Related toCOVID-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. 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 March 31, 2020, totaled $10.5 million compared to $8.7 million at December 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.
BusinessContinuity, Processes and Controls
As
a financial institution, the Banks are considered essential businesses and have remained open for business. We have implemented
our pandemic preparedness plan and have maintained regular business hours except for closing for business on Fridays at 4:30 p.m.
We continue to offer customer service through drive-thru facilities, automated teller machines, remote deposit capture and online
and mobile banking applications. We are offering 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. A small number of employees are working remotely. 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.
30
KentuckyFirst Federal BancorpMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS (continued)
Discussionof Financial Condition Changes from June 30, 2020 to December 31, 2020 (continued)
FinancialPosition 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
December 31, 2020 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.
LendingOperations and Credit Risk
As
noted herein the Company is working with its borrowers who are negatively impacted by COVID-19 by offering a payment deferral
program. As of December 31, 2020, we had borrowers with 101 loans avail themselves of our payment deferral program with a total
principal balance of $18.4 million in loans modified. Of those modified loans five loans totaling $293,000 in principal had not
yet completed the initial three-month deferral period. One borrower with outstanding principal of $859,000 had been granted an
additional extension. All other borrowers granted a deferral, composed of 95 loans totaling $17.2 million in principal had resumed
regular payments.
The CARES Act 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 December 31, 2020, First Federal of Kentucky had approved and closed with the SBA 45 PPP loans representing $1.5 million in funding. Of those loans a total of 13 loans aggregating $931,000 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. On December 21, 2020, Congress passed a second Coronavirus Relief Bill, which provides for a second round of PPP loans, in which the Company plans to participate.
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.
31
KentuckyFirst Federal BancorpMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS (continued)
Discussion
of Financial Condition Changes from June 30, 2020 to December 31, 2020 (continued)
***Assets:***At December 31, 2020, the Company’s assets totaled $330.7 million, an increase of $9.5 million, or 3.0%, from total
assets at June 30, 2020. This increase was attributed primarily to an increase in loans, net.
Cashand cash equivalents: Cash and cash equivalents increased $1.0 million or 7.5% to $14.7 million at December 31, 2020.
Most of the Company’s cash and cash equivalents are held in interest-bearing demand deposits.
Timedeposits in other financial institutions: Time deposits in other financial institutions decreased by $1.5 million or 66.6%
to $745,000 at December 31, 2020. As short-term time deposits matured the funds were used to repay FHLB advances, reinvested at
the highest earning level possible or simply carried as interest-bearing demand deposits.
Investmentsecurities: At December 31, 2020, our securities portfolio consisted of mortgage-backed securities. Investment securities
decreased $569,000 or 50.0% to $570,000 at December 31, 2020.
Loans*:*Loans receivable, net, increased by $10.4 million or 3.6% to $296.3 million at December 31, 2020. 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-Performingand Classified Loans: At December 31, 2020, the Company had non-performing loans (loans 90 or more days past due or on
nonaccrual status) of approximately $6.5 million, or 2.2% of total loans (including acquired loans), compared to $7.4 million
or 2.6%, of total loans at June 30, 2020. The Company’s allowance for loan losses totaled $1.6 million and $1.5 million
at December 31, 2020 and June 30, 2020, respectively. The allowance for loan losses at December 31, 2020, represented 24.8% of
nonperforming loans and 0.5% of total loans (including acquired loans), while at June 30, 2020, the allowance represented 20.1%
of nonperforming loans and 0.5% of total loans.
The Company had $8.7 million in assets classified as substandard for regulatory purposes at December 31, 2020, including loans ($8.5 million), loans acquired in the CKF Bancorp transaction and real estate owned (“REO”) ($164,000.) Classified loans as a percentage of total loans (including loans acquired) was 2.9% and 3.1% at December 31, 2020 and June 30, 2020, 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) | December 31,<br> 2020 | June 30, <br> 2020 | ||
|---|---|---|---|---|
| Substandard assets | $ | 8,696 | $ | 9,587 |
| Doubtful assets | – | – | ||
| Loss assets | – | – | ||
| Total classified assets | $ | 8,696 | $ | 9,587 |
At
December 31, 2020, the Company’s real estate acquired through foreclosure represented 1.9% of substandard assets compared
to 6.7% at June 30, 2020. During the periods presented the Company made one loan totaling $37,000 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 $45,000 and $23,000 at December 31, 2020 and June 30, 2020, respectively.
32
KentuckyFirst Federal BancorpMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS (continued)
Discussion
of Financial Condition Changes from June 30, 2020 to December 31, 2020 (continued)
The
following table presents the aggregate carrying value of REO at the dates indicated:
| December 31, 2020 | June 30, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Number<br><br><br>of<br><br><br>Properties | Net<br><br><br>Carrying<br><br><br>Value | Number<br><br><br>of<br><br><br>Properties | Net<br><br><br>Carrying<br><br><br>Value | |||||
| One- to four-family | 3 | $ | 164 | 5 | $ | 640 | ||
| Building lot | 1 | – | 1 | – | ||||
| Total REO | 4 | $ | 164 | 6 | $ | 640 |
At December 31, 2020 and June 30, 2020, the Company had $1.7 million and $1.7 million 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 do possess credit deficiencies or potential weaknesses deserving our close attention.
Liabilities: Total liabilities increased $9.6 million, or 3.6% to $278.8 million at December 31, 2020, primarily as a result of increases in advances and deposits. Advances increased $6.3 million or 11.6% to $61.0 million at December 31, 2020, while deposits increased $4.0 million or 1.9% to $216.3 million at December 31, 2020. Advances were used to fund loan growth.
Shareholders’Equity: At December 31, 2020, the Company’s shareholders’ equity totaled $51.8 million, a decrease of $79,000
or 0.2% from the June 30, 2020 total. The change in shareholders’ equity was primarily associated with common shares purchased
by the Company to hold as treasury shares, and net profits for the period less dividends paid on common stock.
The
Company paid dividends of $691,000 or 105.5% of net income for the six-month period just ended. On July 7, 2020, 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 2021. 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, 2020 for additional discussion
regarding dividends.
33
KentuckyFirst Federal BancorpMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS (continued)
Comparison
of Operating Results for the Six-month Periods Ended December 31, 2020 and 2019
General
Net
income totaled $655,000 or $0.08 diluted earnings per share for the six months ended December 31, 2020, an increase of $173,000
or 35.9% from net income of $482,000 or $0.06 diluted earnings per share for the same period in 2019. The increase in net income
on a six-month basis was primarily attributable to higher net interest income, higher non-interest income and lower non-interest
expense, which were partially offset by increased provision for loan losses and increased provision for income tax.
Net
Interest Income
Net
interest income before provision for loan losses increased $141,000 or 3.0% to $4.9 million for the six-month period just ended.
Interest income decreased by $560,000, or 8.5%, to $6.0 million, while interest expense decreased $701,000 or 37.5% to $1.2 million
for the six months ended December 31, 2020.
The
decrease in interest income period-to-period was due primarily to a decrease in the average rate earned on interest-earning assets,
as the average volume of interest-earning assets increased period-to-period. The average rate decreased 49 basis points to 3.83%
for the recently-ended six-month period compared to the prior year period, while the average balance of interest-earning assets
increased $9.4 million or 3.1% to $314.9 million for the six months ended December 31, 2020. Interest income on loans decreased
$361,000 or 5.7% to $5.9 million, due primarily to a decrease in the average rate earned on the loan portfolio, which decreased
40 basis points to 4.06%, while the average balance increased $10.6 million or 3.7% to $292.8 million for the six-month period
ended December 31, 2020. Interest income from interest-bearing deposits and other decreased $188,000 or 69.13% to $84,000 for
the six months just ended due to a decrease in the average rate earned, which decreased 172 basis points to 0.79% for the recently-ended
period compared to the period a year ago.
The
decrease in interest expense was due primarily to a decrease of 57 basis points on the average rate paid on funding sources, which
totaled 0.89% for the six months ended December 31, 2020. The Company’s interest-bearing liabilities have repriced quickly
as we are able to take advantage of the low interest rate environment that currently exists. Interest expense on deposits decreased
$256,000 or 21.4% to $940,000 for the six months ended December 31, 2020, while interest expense on borrowings decreased $445,000
or 66.1% to $228,000 for the same period. The decrease in interest expense on deposits was attributed primarily to a decrease
in the average rate paid on interest-bearing deposits, which decreased 34 basis points to 0.90% for the recently ended period,
while the average balance of interest-bearing deposits increased $15.5 million or 8.0% to $208.5 million for the most recent period.
The decrease in interest expense on borrowings was attributed to both to a lower average rate paid on the borrowings and a lower
average balance of borrowings period to period. The average balance of borrowings outstanding decreased $8.8 million or 14.0%
to $54.3 million for the recently ended six-month period, while the average rate paid on borrowings decreased 129 basis points
to 0.84% for the most recent period.
Net
interest spread increased from 2.85% for the prior year semiannual period to 2.94% for the six-month period ended December 31,
2020.
Provision
for Losses on Loans
Provision for loan losses increased $128,000 for the six-month period ended December 31, 2020, and totaled $192,000 compared to $64,000 for the prior year semi-annual period. The higher provision was primarily in response to the higher level of loans maintained in the portfolio as well as increased levels of multi-family and commercial real estate loans, which carry somewhat more risk. While management continues to consider the potential impact of COVID-19 on asset quality, no adjustment to the allowance for loan losses has been made for that specific reason. Near the onset of the pandemic, the Company granted deferrals to borrowers representing $18.1 million in loans, but the overwhelming majority of those borrowers have resumed regular payments. Further, 95% of the Company’s loan portfolio is secured by residential real estate, which has performed well during the pandemic.
34
KentuckyFirst Federal BancorpMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS (continued)
Comparison
of Operating Results for the Six-month Periods Ended December 31, 2020 and 2019 (continued)
Non-interest
Income
Non-interest
income increased $99,000 or 65.1% to $251,000 for the six months ended December 31, 2020, compared to the prior year period, primarily
because of an increase in net gains on sales of loans. Net gain on sales of loans increased $115,000 to $155,000 for the recently-ended
six-month period. In the current interest rate environment, many borrowers are choosing long-term, fixed rate loans, which the
bank usually sells to the Federal Home Loan Bank of Cincinnati (“FHLB”). An increase in volume of these loans sold
was responsible for the increase in gain on sale of loans.
Non-interest
Expense
Non-interest
expense decreased $98,000 or 2.3% and totaled $4.1 million for the six months ended December 31, 2020, primarily due to cost-saving
measures implemented by management.
Employee
compensation and benefits decreased $124,000 or 4.5% to $2.6 million primarily due to lower employee compensation. The Banks were
operating with two fewer full-time equivalent employees in the recently-ended semi-annual period compared to the prior year period,
which resulted in lower compensation cost, lower fringe benefit cost and lower payroll taxes period to period. Also contributing
to lower compensation cost was an increase in the number of loans originated in the recently-ended period compared to the prior
year. The Banks are required to defer a portion of the costs associated with loan originations and those costs are primarily related
to personnel costs. Somewhat offsetting the decreases in other employee compensation and benefits expense was an increase in contributions
to the Company’s Defined Benefit (“DB”) pension plan. DB pension contributions increased $56,000 or 12.9% to
$486,000 for the six-month period recently ended compared to the prior year period. Higher DB pension contributions were a result
of higher administrative fees and Pension Benefit Guarantee Corporation premiums, as the Company’s DB plan was frozen effective
April 1, 2019. Other non-interest expense decreased $47,000 or 12.7% to $323,000 for the six months ended December 31, 2020, primarily
due to lower general insurance expenses, discretionary employee and meeting expenses, regulatory assessments and general loan
expenses. Voice and data communications expense decreased $43,000 or 43.0% to $57,000 for the six-month period just ended as upgraded
technology savings were realized.
Somewhat
offsetting the decreases in various non-interest expense items were increases in FDIC insurance premiums and data processing
expenses. FDIC insurance premiums increased to $88,000 for the six months ended December 31, 2020. In the prior year
semi-annual period the Banks were able to utilize their Small Bank Assessment Credits (“SBAC”). The SBAC were
depleted in the quarterly period ended June 30, 2020. Data processing increased $53,000 or 22.2% to $292,000 for the period
just ended as core processing costs increased and the Company expanded its technology infrastructure.
Income
Tax Expense
Income
tax expense increased $37,000 or 31.4% to $155,000 for the six months ended December 31, 2020, compared to the prior year period.
The effective tax rates for the six-month periods ended December 31, 2020 and 2019, were 19.1% and 19.7%, respectively.
35
KentuckyFirst Federal BancorpMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS (continued)
Comparison
of Operating Results for the Three-month Periods Ended December 31, 2020 and 2019
General
Net
income totaled $370,000 or $0.04 diluted earnings per share for the three months ended December 31, 2020, an increase of $122,000
or 49.2% from net income of $248,000 or $0.03 diluted earnings per share for the same period in 2019.
Net
Interest Income
Net
interest income before provision for loan losses increased $132,000 or 5.6% to $2.5 million for the three-month period just ended,
as interest expense decreased at a faster pace than interest income decreased for the quarter just ended. Interest income decreased
by $261,000, or 8.0%, to $3.0 million, while interest expense decreased $393,000 or 42.6% to $529,000 for the three months ended
December 31, 2020.
Interest
income on loans decreased $165,000 or 5.3% to $3.0 million, due primarily to a decrease in the average rate earned on the loan
portfolio. The average rate earned on the loan portfolio decreased 42 basis points to 4.00%, while the average balance increased
$13.5 million or 4.8% to $296.3 million for the three-month period ended December 31, 2020. Interest income from interest-bearing
deposits and other decreased $90,000 or 70.3% to $38,000 for the three months just ended due to a decrease in the average rate
earned, which decreased 159 basis points to 0.73% for the recently-ended period compared to the period a year ago.
Interest
expense on deposits decreased $182,000 or 29.9% to $426,000 for the three months ended December 31, 2020, while interest expense
on borrowings decreased $211,000 or 67.2% to $103,000 for the same period. The decrease in interest expense on deposits was attributed
primarily to a decrease in the average rate paid on interest-bearing deposits, which decreased 44 basis points to 0.82% for the
recently ended period, while the average balance of interest-bearing deposits increased $15.3 million or 7.9% to $208.7 million
for the most recent period. The decrease in interest expense on borrowings was attributed to both to a lower average rate paid
on the borrowings and a lower average balance of borrowings period to period. The average balance of borrowings outstanding decreased
$6.7 million or 10.5% to $56.7 million for the recently ended three-month period, while the average rate paid on borrowings decreased
125 basis points to 0.73% for the most recent period.
Net
interest spread increased 15 basis points from 2.83% for the prior year quarterly period to 2.98% for the three-month period ended
December 31, 2020.
Provision
for Losses on Loans
Provision
for loan losses totaled $108,000 for the three-month period ended December 31, 2020, an increase of $103,000 over the $5,000 provision
recorded for the prior year quarter. The higher provision was primarily in response to the higher level of loans maintained in
the portfolio as well as increased levels of multi-family and commercial real estate loans, which carry somewhat more risk.
36
KentuckyFirst Federal BancorpMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS (continued)
Comparison
of Operating Results for the Three-month Periods Ended December 31, 2020 and 2019 (continued)
Non-interest
Income
Non-interest income increased $45,000 or 57.7% to $123,000 for the three months ended December 31, 2020, compared to the prior year period, primarily because of an increase in net gains on sales of loans. Net gain on sales of loans increased $63,000 to $97,000 for the recently-ended three-month period over the prior year amount. In the current interest rate environment, many borrowers are choosing long-term, fixed rate loans, which the Banks usually sell to the FHLB. An increase in volume of these loans sold was responsible for the increase in gain on sale of loans.
Non-interest
Expense
Non-interest
expense decreased $79,000 or 3.7% and totaled $2.0 million for the three months ended December 31, 2020, primarily due to cost-saving
measures implemented by management.
Employee
compensation and benefits decreased $107,000 or 7.6% to $1.3 million primarily due to lower employee and director compensation.
Also contributing to lower compensation cost was an increase in the number of loans originated during the period, which increases
the expense deferred for those loans. The Company’s DB pension contributions decreased $18,000 or 7.1% to $234,000 for the
three-month period recently ended compared to the prior year period. Lower DB pension contributions for the quarter were a result
of lower total costs than originally anticipated. Other non-interest expense decreased $14,000 or 7.7% to $168,000 for the three
months ended December 31, 2020, primarily due to lower general insurance expenses, discretionary employee and meeting expenses,
and regulatory assessments. Auditing and accounting expenses decreased $13,000 or 25.0% to $39,000 for the quarter just ended.
Somewhat offsetting the decreases in various non-interest expense items were increases in FDIC insurance premiums, foreclosure and OREO expenses, and data processing expenses. FDIC insurance premiums totaled $31,000 for the three months ended December 31, 2020, compared to zero for the prior year period due to a lack of SBAC credits for the current year. Foreclosure and OREO expenses, net, increased $24,000 to $30,000 for the period just ended as the Company resolved various substandard loans and incurred losses on the existing OREO. Data processing expenses increased $11,000 or 8.2% to $145,000 for the quarter ended December 31, 2020, primarily due to higher costs associated with enhanced voice and data capabilities.
Income
Tax Expense
Income
tax expense increased $31,000 or 53.4% to $89,000 for the three months ended December 31, 2020, compared to the prior year period.
The effective tax rates for the three-month periods ended December 31, 2020 and 2019, were 19.4% and 19.0%, respectively.
37
KentuckyFirst Federal Bancorp
ITEM3: Quantitative and Qualitative Disclosures About Market Risk
This
item is not applicable as the Company is a smaller reporting company.
ITEM4: 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 December 31, 2020 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.
38
KentuckyFirst Federal Bancorp
PARTII
ITEM1. Legal Proceedings
None.
ITEM1A. Risk Factors
The
information below updates, and should be read in conjunction with, the risk factors disclosed in Part I, “Item 1A-
Risk Factors” in the Form 10-K for the year ended June 30, 2020 that we filed with the Securities and Exchange Commission
on September 30, 2020. These risk factors could materially affect our business, financial condition or future results. The risks
described 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. Except
as presented below, there have been no material changes in the risk factors as discussed in our Form 10-K.
Therecent global coronavirus (COVID-19) pandemic has led to periods of significant volatility in financial, commodities and othermarkets and could harm our business and results of operations.
In
December 2019, a novel strain of coronavirus (COVID-19) was first reported in Wuhan, Hubei Province, China. Since then, COVID-19
infections have spread to additional countries including the United States. In March 2020, the World Health Organization declared
COVID-19 to be a pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of
the coronavirus pandemic on our business, and there is no guarantee that our efforts to address or mitigate the adverse impacts
of the coronavirus will be effective. The impact to date has included periods of significant volatility in financial, commodities
and other markets. This volatility, if it continues, could have an adverse impact on our customers and on our business, financial
condition and results of operations as well as our growth strategy.
Our
business is dependent upon the willingness and ability of our customers to conduct banking and other financial transactions. The
spread of COVID-19 has caused and could continue to cause severe disruptions in the U.S. economy at large, and has resulted and
may continue to result in disruptions to our customers’ businesses, and a decrease in consumer confidence and business generally.
In addition, recent actions by US federal, state and local governments to address the pandemic, including travel bans, stay-at-home
orders and school, business and entertainment venue closures, may have a significant adverse effect on our customers and the markets
in which we conduct our business. The extent of impacts resulting from the coronavirus pandemic and other events beyond our control
will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge
concerning the severity of the coronavirus pandemic and actions taken to contain the coronavirus or its impact, among others.
Disruptions
to our customers could result in increased risk of delinquencies, defaults, and foreclosures and losses on our loans. The escalation
of the pandemic may also negatively impact regional economic conditions for a period of time, resulting in declines in local loan
demand, liquidity of loan guarantors, loan collateral (particularly in real estate), loan originations and deposit availability.
If the global response to contain COVID-19 escalates or is unsuccessful, we could experience a material adverse effect on our
business, financial condition, results of operations and cash flows.
Thespread of the COVID-19 outbreak and the governmental responses may disrupt banking and other financial activity in the areas inwhich we operate and could potentially create widespread business continuity issues for us.
The
outbreak of COVID-19 and the US federal, state and local governmental responses may result in a disruption in the services we
provide. We rely on our third-party vendors to conduct business and to process, record, and monitor transactions. If any of these
vendors are unable to continue to provide us with these services or experience interruptions in their ability to provide us with
these services, it could negatively impact our ability to serve our customers. Furthermore, the coronavirus pandemic could negatively
impact the ability of our employees and customers to engage in banking and other financial transactions in the geographic areas
in which we operate and could create widespread business continuity issues for us. We also could be adversely affected if key
personnel or a significant number of employees were to become unavailable due to infection, quarantine or other effects and restrictions
of a COVID-19 outbreak in our market areas. Although we have business continuity plans and other safeguards in place, there is
no assurance that such plans and safeguards will be effective. If we are unable to promptly recover from such business disruptions,
our business, financial condition and results of operations would be adversely affected. We also may incur additional costs to
remedy damages caused by such disruptions, which could adversely affect our financial condition and results of operations.
39
We have granted payment deferrals toborrowers that have experienced financial hardship due to COVID-19, and if those borrowers are unable to resume making paymentswe will experience an increase in non-accrual loans, which could adversely affect our earnings and financial condition.
In keeping with regulatory guidance to work with borrowers during this unprecedented situation and as outlined in the CARES Act, we offered payment deferral programs for our business and individual customers who are adversely affected by the pandemic. Depending on the demonstrated need of the client, we deferred either the full loan payment or the principal component of the loan payment for three months. Through December 31, 2020, we had granted accommodations with respect to loans with a total value of approximately $18.4 million, which represented 6.2% of gross portfolio loans, and as of December 31, 2020, $1.2 million loans remained subject to a payment accommodation, which represented 0.4% of gross portfolio loans. Upon the expiration of the deferral period, borrowers are required to resume making previously scheduled loan payments. While interest and fees will still accrue to income, should eventual credit losses on these deferred payments emerge or if a loan is placed on nonaccrual status, interest income and fees accrued would need to be reversed. While management continues to consider the potential impact of COVID-19 on asset quality, to date, no adjustment to the allowance for credit losses has been made to address the potential impact of COVID-19 on our loan portfolio. An increase in non-performing loans and charge-offs would cause us to increase our allowance for credit losses. Any increase in the allowance for loan losses, or expenses incurred to determine the appropriate level of the allowance for loan losses, may have a material adverse effect on the Company’s financial condition and results of operations.
Customary means to collect non-performingassets may be prohibited or impractical during the COVID-19 pandemic, and there is a risk that collateral securing a non-performingasset may deteriorate if we choose not to, or are unable to, foreclose on collateral on a timely basis.
Due to temporary closure of courts and other government actions, there have been some slight delays in the ability to take certain actions with respect to delinquent borrowers that we would otherwise take in the ordinary course, such as customary collection and foreclosure procedures. To date, there has been no material impact on the Banks’ ability to collect, but if such delays recur and if the real estate market deteriorates, such delays may delay timely collection of loans.
We may experience losses, additionalexpense and reputational harm arising out of our origination of PPP loans.
We originated $1.5 million of PPP loans to 45 borrowers. We may incur losses on some of our PPP loans if the loans are not forgiven, the borrowers default and the SBA does not honor its guarantee due to an error made by us in making the loan, the ineligibility of the borrower or otherwise. In addition, we may experience reputational harm arising out of our origination of PPP loans as a result of reports of borrower fraud and government administration of the loan forgiveness process.
40
ITEM2. 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
December 31, 2020.
| Period | Total # of <br> shares <br> purchased | Average <br> price paid <br> per share <br> (including<br> commissions) | Total # of <br> shares <br> purchased <br> as part of <br> publicly <br> announced <br> plans or <br> programs | Maximum # <br> of shares <br> that may <br> yet be <br> purchased <br> under the <br> plans or <br> programs | ||||
|---|---|---|---|---|---|---|---|---|
| October 1-31, 2020 | – | $ | – | – | 10,900 | |||
| November 1-30, 2020 | – | $ | – | – | 10,900 | |||
| December 1-31, 2020 | 7,500 | $ | 7.00 | 7,500 | 3,400 | |||
| (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. | |||||||
| --- | --- |
ITEM3. Defaults Upon Senior Securities
Not
applicable.
ITEM4. Mine Safety Disclosures.
Not
applicable.
ITEM5. Other Information
None.
ITEM6. Exhibits
| 3.1^1^ | Charter<br> of Kentucky First Federal Bancorp |
|---|---|
| 3.2^2^ | Bylaws<br> of Kentucky First Federal Bancorp, as amended and restated |
| 3.3^3^ | Amendment<br> No. 1 to the Bylaws of Kentucky First Federal Bancorp |
| 3.4^4^ | Amendment<br> No. 2 to the Bylaws of Kentucky First Federal Bancorp |
| 4.1^1^ | Specimen<br> Stock Certificate of Kentucky First Federal Bancorp |
| 31.1 | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.0 | The following materials<br><br> from Kentucky First Federal Bancorp’s Quarterly Report On Form 10-Q for the quarter ended December 31, 2020 formatted<br><br> in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of<br><br> Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Cash Flows: and (v)<br><br> the related Notes. |
| (1) | Incorporated herein<br><br> by reference to the Company’s Registration Statement on Form S-1 (File No. 333-119041). |
| --- | --- |
| (2) | Incorporated herein<br><br> 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<br><br> by reference to the Company’s Current Report on Form 8-K filed August 25, 2017 (File No. 0-51176). |
| (4) | Incorporated herein<br><br> by reference to the Company’s Current Report on Form 8-K filed September 28, 2020 (File No. 0-51176). |
41
KentuckyFirst 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: | February<br><br> 16, 2021 | By: | /s/<br><br> Don D. Jennings |
| Don D. Jennings | |||
| Chief Executive Officer | |||
| Date: | February<br><br> 16, 2021 | By: | /s/<br><br> R. Clay Hulette |
| R.<br><br>Clay Hulette | |||
| Vice<br><br>President and Chief Financial Officer |
42
Exhibit 31.1
CERTIFICATION
I, Don D. Jennings, certify that:
I have reviewed this Quarterly Report on Form 10-Q of Kentucky First Federal Bancorp;
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: February 16, 2021 | /s/ Don D. Jennings |
|---|---|
| Don D. Jennings | |
| Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, R. Clay Hulette, certify that:
I have reviewed this Quarterly Report on Form 10-Q of Kentucky First Federal Bancorp
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: February 16, 2021 | /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 ACTOF 2002
In connection with the Quarterly Report of Kentucky First Federal Bancorp (the “Company”) on Form 10-Q for the period ended December 31, 2020 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 |
| February 16, 2021 |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACTOF 2002
In connection with the Quarterly Report of Kentucky First Federal Bancorp (the “Company”) on Form 10-Q for the period ended December 31, 2020 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 |
February 16, 2021