In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes.” The interpretation clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” Specifically, FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax provision taken or expected to be taken on a tax return. FIN 48 also provides guidance on the related derecognition, classification, interest and penalties, accounting for interim periods, disclosure, and transition of uncertain tax positions. FIN 48 is effective for fiscal years beginning after December 15, 2006, or July 1, 2007 as to the Company. The Company is currently evaluating the requirements of FIN 48 and has not quantified the possible effects of adoption, if any.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This Statement emphasizes that fair value is a market-based measurement and should be determined based on assumptions that a market participant would use when pricing an asset or liability. This Statement clarifies that market participant assumptions should include assumptions about risk as well as the effect of a restriction on the sale or use of an asset. Additionally, this Statement establishes a fair value hierarchy that provides the highest priority to quoted prices in active markets and the lowest priority to unobservable data. This Statement is effective for fiscal years beginning after November 15, 2007, or July 1, 2008 for the Company. The adoption of this Statement is not expected to have a material effect on the Company’s Consolidated Financial Statements.
Kentucky First Federal Bancorp
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Forward-Looking Statements
Certain statements contained in this report that are not historical facts are forward-looking statements that are subject to certain risks and uncertainties. When used herein, the terms “anticipates,” “plans,” “expects,” “believes,” and similar expressions as they relate to Kentucky First Federal Bancorp or its management are intended to identify such forward looking statements. Kentucky First Federal Bancorp’s actual results, performance or achievements may materially differ from those expressed or implied in the forward-looking statements. Risks and uncertainties that could cause or contribute to such material differences include, but are not limited to, general economic conditions, prices for real estate in the Company’s market areas, interest rate environment, competitive conditions in the financial services industry, changes in law, governmental policies and regulations, and rapidly changing technology affecting financial services.
Discussion of Financial Condition Changes from June 30, 2006 to December 31, 2006
Assets: At December 31, 2006, the Company’s assets totaled $265.4 million, an increase of $3.4 million, or 1.3%, from total assets at June 30, 2006. The primary reason for the growth in assets was an increase of $6.9 million, or 4.5%, in loans receivable, which increased to $162.3 million at December 31, 2006. The increase in loans receivable was composed primarily of one- to four-family, variable rate loans and was primarily funded by an increase in short-term Federal Home Loan Bank advances. It is anticipated that such advances will be repaid as the Company’s short-term, lower-yielding investment securities mature over the next three years. Management has emphasized the origination and retention of adjustable rate mortgage loans and, as the ability to make such loans changes with market conditions, believes it is prudent to continue to originate such loans with the funding that is available.
Cash and cash equivalents: Cash and cash equivalents decreased by $472,000 or 20.6%. It is the Company’s preference to minimize the level of cash and cash equivalents and invest liquidity into higher-yielding assets, when possible. Cash was drawn down to partially fund the overall increase in loans which is discussed more fully under “Loans.”
Loans: Loans receivable, net, increased to $162.3 million at December 31, 2006, an increase of $6.9 million or 4.5%. Management believes that the successful redeployment of the Company’s funds from lower-yielding cash, cash equivalents and investment securities to higher-yielding mortgage loans is important for the long-term success of the Company. The Company will continue to emphasize loan originations to the extent that it is profitable and prudent.
Non-Performing Loans: At December 31, 2006, the Company had approximately $1.3 million, or 0.8% of net loans, in loans 90 days or more past due, compared to $1.4 million, or 0.9%, of net loans at June 30, 2006. At December 31, 2006, the Company’s allowance for loan losses of $720,000 represented 55.6% of nonperforming loans and 0.4% of total loans.
The Company had $1.8 million in loans classified as substandard for regulatory purposes at December 31, 2006. On a percentage basis, classified loans remained constant at 1.1% of net loans at both June 30, 2006 and December 31, 2006. Substandard assets included 39 single-family home loans with loan-to-value ratios (percentage of loan balance to the original or an updated appraisal) ranging from 11% to 91%; two home equity lines of credit secured by single-family homes; and one single-family home acquired through foreclosure (with a fair value of $8,000). At December 31, 2006, the Company had $601,000 in loans classified as special mention. 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.
15
Kentucky First Federal Bancorp
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Discussion of Financial Condition Changes from June 30, 2006 to December 31, 2006 (continued)
Non-Performing Loans (continued)
At December 31, 2006, no loans were classified as doubtful or loss for regulatory purposes. Subsequent to December 31, 2006 the Company foreclosed on two single-family homes with carrying values of approximately $170,000. Management does not anticipate any material unreserved loss as a result of these foreclosures.
Investment and Mortgage-Backed Securities: At December 31, 2006, the Company’s investment and mortgage-backed securities had decreased $3.2 million or 4.1% to $74.2 million. This decrease was due primarily to the maturity of $2.1 million of investment securities and repayment of principal on mortgage-backed securities which was partially offset by a net increase of $212,000 in the market value of investments and mortgage-backed securities held as available for sale. Approximately $42.9 million of the Company’s investment and agency securities are scheduled to mature within the next three years with another $5.0 million are scheduled to mature within five years.
Liabilities: At December 31, 2006, the Company’s liabilities totaled $202.0 million, an increase of $4.0 million, or 2.0%, from total liabilities at June 30, 2006. The increase in liabilities was attributed primarily to a $7.0 million, or 12.7%, increase in Federal Home Loan Bank advances, which increased to $61.8 million at December 31, 2006. Of these approximately $24.6 million were in overnight advances, which reprice daily. Such advances were utilized to fund the increase in loans during the period as well as offset a reduction of $2.2 million, or 1.6% in deposits, which totaled $139.0 million at December 31, 2006. Deposits have decreased as market interest rates have increased. At times, the Company has chosen not to meet market rates if the deposits cannot be invested profitably in interest-earning assets. As stated previously, management anticipates reducing the level of Federal Home Loan Bank advances as lower-yielding investment securities mature over the next three years.
Shareholders’ Equity: At December 31, 2006, the Company’s shareholders’ equity totaled $63.4 million, a decrease of $529,000 or 0.8% from the June 30, 2006 total. The primary reason for the decrease in shareholders’ equity is the acquisition of $910,000 of treasury shares at an average cost of $10.33 per share.
Comparison of Operating Results for the Six-Month Periods Ended December 31, 2006 and 2005
General
Net earnings totaled $438,000 for the six months ended December 31, 2006, a decrease of $502,000, or 53.4% from the $940,000 in net earnings for the same period in 2005. The decrease was primarily attributable to a decline in net interest income.
Net Interest Income
Net interest income declined $607,000 or 18.0% to $2.8 million for the six month period ended December 31, 2006, compared to the 2005 period, due to increased cost of funds. Interest income increased by $14,000, or 0.2%, while interest expense increased $621,000 or 20.5% to $3.7 million for the six months ended December 31, 2006. The growth in interest expense was attributable to increased costs for both deposits and advances.
16
Kentucky First Federal Bancorp
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Comparison of Operating Results for the Six-Month Periods Ended December 31, 2006 and 2005 (continued)
Net Interest Income (continued)
Interest expense on deposits increased $281,000 or 14.4% to $2.2 million, while interest expense on advances increased $340,000, or 31.4%, to $1.4 million for the 2006 period compared to the prior year period. The increase in interest expense on deposits was due an increase in the average rate paid on deposits, as the average balance of deposits outstanding declined for the six-month periods year over year. The average rate paid on deposits increased 67 basis points to 3.17% for the six month period ended December 31, 2006, while the average balance outstanding declined 9.7% to $140.9 million for the current period ended. The increase in interest expense on advances was attributable both to increases in the average balance outstanding and the average rate paid on those advances. The average balance of advances outstanding increased $9.5 million, or 18.7%, to $60.2 million for the six month period ended December 31, 2006. The average rate paid on advances increased by46 basis points to 4.73% for the 2006 six month period. Net interest margin decreased by 45 basis points to 2.31% for the six months ended December 31, 2006, compared to 2.76% for the comparable 2005 period.
Provision for Losses on Loans
The Company charges a provision for losses on loans to earnings to bring the total allowance for loan losses to a level considered appropriate by management based on historical experience, the volume and type of lending conducted by the Banks, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to the Banks’ market areas and other factors related to the collectibility of the Banks’ loan portfolio. The Company recorded no provision for losses on loans during the six months ended December 31, 2006, compared to a provision of $24,000, for the comparable six-month period in 2005. The lack of a provision for the most recent period was influenced by the relatively stable level of nonperforming loans discussed above (See “Critical Accounting Policies”). There can be no assurance that the loan loss allowance will be adequate to absorb unidentified losses on loans in the portfolio, which could adversely affect the Company’s results of operations.
Other Income
Other income totaled $83,000 for the six months ended December 31, 2006, a decrease of $39,000 from the same period in 2005. The decrease in the 2006 period is attributable primarily to a decline of $20,000 in gain on sale of loans.
General, Administrative and Other Expense
General, administrative and other expense totaled $2.2 million for the six months ended December 31, 2006, an increase of $109,000, or 5.2%, compared to the same period in 2005. This increase was due primarily to an increase in employee compensation and benefits, which totaled $1.6 million for the six months ended December 31, 2006, an increase of $188,000, or 13.5%, from the same period in 2005. The increase in employee compenation and benefits is primarily related to expenses associated with the Company’s 2005 Equity Incentive Plan and increased costs associated with retirement plans which was somewhat offset by slight reductions in employee compensation. The expenses associated with the Equity Incentive Plan totaled $205,000 for the recent six-month period, compared to no expense for the prior year period. Expenses associated with the Company’s defined benefit retirement plans totaled $259,000 for the six months ended December 31, 2006, compared to $163,000 for the 2005 period, an increase of $96,000 or 58.9% period to period.
17
Kentucky First Federal Bancorp
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Comparison of Operating Results for the Six-Month Periods Ended December 31, 2006 and 2005 (continued)
Federal Income Taxes
The provision for federal income taxes totaled $206,000 for the six months ended December 31, 2006, an decrease of $229,000, or 52.6%, compared to the same period in 2005. The effective tax rates were 32.0% and 31.6% for the six-month periods ended December 31, 2006 and 2005, respectively.
Comparison of Operating Results for the Three-Month Periods Ended December 31, 2006 and 2005
General
Net earnings totaled $204,000 for the three months ended December 31, 2006, a decrease of $245,000, or 54.6% from the $449,000 in net earnings for the same period in 2005. The decrease was primarily attributable to a decline in net interest income.
Net Interest Income
Net interest income declined $356,000 or 21.1% to $1.3 million for the three month period ended December 31, 2006, compared to the 2005 period, due to increased cost of funds. Interest income increased by $5,000, or 0.2%, while interest expense increased $361,000 or 24.0% to $1.9 million for the three months ended December 31, 2006. The growth in interest expense was attributable to increased costs for both deposits and advances.
Interest expense on deposits increased $126,000 or 12.7% to $1.1 million, while interest expense on advances increased $235,000, or 46.4%, to $741,000 for the 2006 quarter compared to the prior year quarter. The increase in interest expense on deposits was due an increase in the average rate paid on deposits, as the average balance of deposits outstanding declined for the quarterly periods year over year. The average rate paid on deposits increased 64 basis points to 3.21% for the three month period ended December 31, 2006, while the average balance outstanding declined 9.6% to $139.7 million for the current quarter. The increase in interest expense on advances was attributable both to increases in the average balance outstanding and the average rate paid on those advances. The average balance of advances outstanding increased $11.8 million, or 23.4%, to $62.3 million for the three month period ended December 31, 2006. The average rate paid on advances increased of 75 basis points to 4.76% for the 2006 quarter. Net interest margin decreased by 56 basis points to 2.22% for the three months ended December 31, 2006, compared to 2.77% for the comparable 2005 quarter.
Provision for Losses on Loans
The Company charges a provision for losses on loans to earnings to bring the total allowance for loan losses to a level considered appropriate by management based on historical experience, the volume and type of lending conducted by the Banks, the status of past due principal and interest payments, general economic conditions, particularly as such conditions relate to the Banks’ market areas and other factors related to the collectibility of the Banks’ loan portfolio. The Company recorded no provision for losses on loans during the three months ended December 31, 2006, compared to a provision of $10,000, for the comparable three-month period in 2005. The lack of a provision for the most recent period was influenced by the stable level of nonperforming loans discussed above (See “Critical Accounting Policies”). There can be no assurance that the loan loss allowance will be adequate to absorb unidentified losses on loans in the portfolio, which could adversely affect the Company’s results of operations.
18
Kentucky First Federal Bancorp
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Comparison of Operating Results for the Three-Month Periods Ended December 31, 2006 and 2005 (continued)
Other Income
Other income totaled $47,000 for the three months ended December 31, 2006, a decrease of $16,000 from the same period in 2005. The decrease in the 2006 period is attributable primarily to a decline of $11,000 other operating income, which consists primarily of fees and charges on bank loan and deposit products
General, Administrative and Other Expense
General, administrative and other expense totaled $1.1 million for the three months ended December 31, 2006, an increase of $11,000, or 1.0%, compared to the same period in 2005. This increase was due primarily to an increase in employee compensation and benefits, which totaled $779,000 for the three months ended December 31, 2006, an increase of $41,000, or 5.6%, from the same period in 2005. The increase in employee compenation and benefits is primarily related to expenses associated with the Company’s 2005 Equity Incentive Plan and was somewhat offset by slight reductions in employee compensation. The expenses associated with the Equity Incentive Plan totaled $103,000 for the recent quarterly period, compared to no expense for the prior year period.
Federal Income Taxes
The provision for federal income taxes totaled $94,000 for the three months ended December 31, 2006, an decrease of $128,000, or 57.7%, compared to the same period in 2005. The effective tax rates were 31.5% and 33.1% for the three-month periods ended December 31, 2006 and 2005, respectively.
19
Kentucky First Federal Bancorp
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
There has been no material change in the Company’s market risk since the disclosure included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asset and Liability Management” in the Company’s Form 10-K filed September 28, 2006.
ITEM 4: Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective. During the quarterly period ended December 31, 2006, there were no changes in the Company’s internal control over financial reporting which materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
20
Kentucky First Federal Bancorp
PART II
ITEM 1. | Legal Proceedings |
| |
| Not applicable. |
| |
ITEM 1A. | Risk Factors |
| |
| The Registrant’s risk factors have not changed from those set forth in the Annual Report on Form 10-K. |
| |
ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
| |
(c) The following table sets forth information regarding Company’s repurchases of its common stock during the quarter ended December 31, 2006. |
Period | | Total # of shares purchased | | Average price paid per share (incl commissions) | | Total # of shares purchased as part of publicly announced plans or programs | | Maximum # of shares that may yet be purchased under the plans or programs | |
| |
| |
| |
| |
| |
October 1-31, 2006 | | | 12,500 | | $ | 10.36 | | | 12,500 | | | 109,992 | |
November 1-30, 2006 | | | 22,500 | | $ | 10.34 | | | 22,500 | | | 87,492 | |
December 1-31, 2006 | | | 11,881 | | $ | 10.36 | | | 11,881 | | | 75,611 | |
(1) On December 14, 2005, the Company announced a program to repurchase up to 168,486 shares of its Common Stock. This program was completed on June 1, 2006 when the Company completed the repurchase of substantially all shares authorized under this program, and announced another program to repurchase up to 193,000 shares of its Common Stock.
ITEM 3. | Defaults Upon Senior Securities |
| |
| Not applicable. |
| |
ITEM 4. | Submission of Matters to a Vote of Security Holders |
| |
| (a) The registrant held its Annual Meeting of Shareholders on November 14, 2006. |
| (b) Not applicable |
| (c) Two matters were voted upon at the Annual Meeting: |
| 1) Election of three individuals as directors: |
| | Votes For | | Votes Withheld | |
| |
| |
| |
Stephen G. Barker | | | 7,825,776 | | | 28,805 | |
Tony D. Whitaker | | | 7,821,757 | | | 32,824 | |
David R. Harrod | | | 7,835,533 | | | 19,048 | |
| 2) Ratification of Grant Thornton LLP, as the Company’s independent registered public accountants for the fiscal year ending June 30, 2007: |
Votes For | | Votes Against | | Abstain | |
| |
| |
| |
7,831,267 | | | 10,220 | | | 13,093 | |
There were no broker nonvotes.
21
Kentucky First Federal Bancorp
PART II (continued)
ITEM 5. | Other Information |
| | |
| None. | |
| | |
ITEM 6. | Exhibits |
| | |
| 31.1 | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
22
Kentucky First Federal Bancorp
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| KENTUCKY FIRST FEDERAL BANCORP |
| | |
| | |
Date: February 14, 2007 | By: | /s/ Tony D. Whitaker |
| |
|
| | Tony D. Whitaker |
| | Chairman of the Board and Chief Executive Officer |
| | |
| | |
Date: February 14, 2007 | By: | /s/ R. Clay Hulette |
| |
|
| | R. Clay Hulette |
| | Vice President and Chief Financial Officer |
23