The decrease in employee compensation and benefits is attributed primarily to a decrease in salaries paid to employees and health insurance benefits year to year. Salaries declined $186,000 or 10.1% to $1.7 million for the fiscal year ended June 30, 2007, primarily as a result of employee retirements and other attrition. The cost of health insurance provided to employees decreased $49,000 or 39.7% to $75,000, as a result of favorable conditions experienced by the group health plan in which both banks participate and a slight alteration of health benefit costs. Somewhat offsetting these decreases in employee compensation and benefits was an increase of $193,000 or 98.25% in share-based compensation, which increased to $390,000 for the fiscal year just ended. Fiscal 2007 is the first full year in which the share-based compensation plans were in force. Although the Company’s cost for its defined-benefit pension plans changed only slightly year to year, management believes that future costs will be higher.
The decrease in franchise and other taxes is due in large part to a decrease of $20,000 or 166.7% in Delaware franchise tax from year to year as a result of a change in Frankfort First’s stock structure. The decrease is composed of an $8,000 refund of franchise tax and elimination of the $12,000 expense recognized in fiscal 2006. The Company expects the Delaware franchise tax to be minimal in the future.
The decrease in other operating expense is chiefly attributed to a $38,000 or 80.7% decrease in legal fees to $9,000 for fiscal 2007, and a decrease of $12,000 or 27.3% in employee expenses, which totaled $32,000 for fiscal 2007. Offsetting the overall decreased costs in general, administrative and other expense was an increase in data processing expense, which increased $27,000 or 21.6% to $152,000 for the year just ended.
Federal Income Taxes. The provision for federal income tax decreased $306,000 or 42.3% from $723,000 for the fiscal year ended June 30, 2006 to $417,000 for the fiscal year ended June 30, 2007, as a result of lower earnings before income taxes by $1.0 million, or 43.7%. Effective tax rates for the years ended June 30, 2007 and 2006 were 32.0% and 31.3%, respectively.
Results of Operations for the Years Ended June 30, 2006 and 2005
General. Our net earnings totaled $1.6 million for the fiscal year ended June 30, 2006, a decrease of $41,000, or 2.5%, from the $1.6 million of net earnings recorded for the fiscal year ended June 30, 2005. The decline resulted primarily from a post-merger increase in general, administrative and other expense, partially offset by increases in net interest income. Earnings in fiscal 2005 also reflect a non-recurring reversal of a previously pledged charitable donation of $200,000. Since acquiring Frankfort First on March 2, 2005, the Company has experienced large increases in interest income, interest expense and general, administrative, and other expense.
Interest Income. Total interest income for the fiscal year ended June 30, 2006 totaled $12.7 million, an increase of $4.6 million, or 55.9%, compared to the fiscal year ended June 30, 2005. The increase in interest income primarily reflects the impact of the acquisition of Frankfort First. Also contributing to the growth in interest income was an increase of 58 basis points in the average yield on interest-earning assets, from 4.57% for fiscal 2005 to 5.15% for fiscal 2006.
Interest income on loans increased by $4.6 million, or 100.3%, for the fiscal year ended June 30, 2006, compared to fiscal 2005, due primarily to a $80.7 million, or 111.8%, increase in the average balance of loans outstanding, which was partially offset by a decline of 34 basis points in the average yield on loans to 6.02% for fiscal 2006. Interest income on mortgage-backed securities decreased by $92,000 during the fiscal year ended June 30, 2006, due primarily to a $2.1 million decrease in the average balance outstanding. Interest income on investment securities decreased by $45,000, or 2.1%, during the fiscal year ended June 30, 2006, due primarily to a $3.7 million, or 5.7%, decrease in the average balance outstanding, while the average yield increased by 13 basis points from fiscal 2005. Interest income on the other interest-earning assets increased by $86,000, or 18.9%, during the fiscal year ended June 30, 2006, due primarily to a 202 basis point increase in the average yield year to year, although the average balance outstanding decreased by $6.5 million, or 34.8%.
Interest Expense. Interest expense totaled $6.2 million for the fiscal year ended June 30, 2006, an increase of $2.9 million, or 85.7%, from interest expenses of $3.4 million for fiscal 2005. The increase resulted from a 73 basis point increase in the average cost of funds, from 2.27% for fiscal 2005 to 3.00% for fiscal 2006, and a $60.0 million, or 40.6%, increase in the average balance of deposits and borrowings outstanding for the fiscal year ended June 30, 2006. Interest expense on deposits totaled $4.0 million for the fiscal year ended June 30, 2006, an increase
24
of $1.6 million, or 64.4%, from the fiscal 2005. This increase was a result of an increase in the average balance of deposits outstanding of $29.0 million or 23.3% for fiscal 2006 and a 66 basis point increase in the average cost of deposits to 2.63% for fiscal 2006. Interest expense on borrowings totaled $2.2 million for the fiscal year ended June 30, 2006, an increase of $1.3 million over fiscal 2005. Average borrowings increased during the fiscal year ended June 30, 2006, by $31.1 million primarily as a result of the acquisition of Frankfort First. The average rate paid on borrowings increased 20 basis points to 4.02% for fiscal 2006.
Net Interest Income. As a result of the aforementioned changes in interest income and interest expense, net interest income increased by $1.7 million, or 35.0%, during the fiscal year ended June 30, 2006, compared to fiscal 2005. The average interest rate spread decreased from 2.30% for the fiscal year ended June 30, 2005 to 2.15% for fiscal 2006. The net interest margin decreased to 2.63% for the fiscal year ended June 30, 2006 from 2.69% for fiscal 2005.
Average Balances and Yields. The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends, the total dollar amount of interest expense and the resulting average yields and costs. The yields and costs for the years indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. For purposes of this table, average balances have been calculated using the average of daily balances and nonaccrual loans are included in average balances only. We did not hold any non-taxable investment securities during any of the periods presented in the table.
| | Year Ended June 30, | |
| |
| |
| | 2006 | | 2005 | |
| |
| |
| |
| | Average Balance | | Interest And Dividends | | Yield/ Cost | | Average Balance | | Interest And Dividends | | Yield/ Cost | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| | (Dollars in thousands) | |
Interest-earning assets: | | | | | | | | | | | | | | | | | | | |
Loans receivable | | $ | 152,832 | | $ | 9,199 | | | 6.02 | % | $ | 72,154 | | $ | 4,592 | | | 6.36 | % |
Mortgage-backed securities | | | 21,150 | | | 890 | | | 4.21 | | | 23,289 | | | 982 | | | 4.22 | |
Investment securities | | | 60,751 | | | 2,078 | | | 3.42 | | | 64,441 | | | 2,123 | | | 3.29 | |
Other interest-earning assets | | | 12,086 | | | 542 | | | 4.48 | | | 18,544 | | | 456 | | | 2.46 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total interest-earning assets | | | 246,819 | | | 12,709 | | | 5.15 | | | 178,428 | | | 8,153 | | | 4.57 | |
Noninterest-earning assets | | | 22,727 | | | | | | | | | 7,067 | | | | | | | |
| |
|
| | | | | | | |
|
| | | | | | | |
Total assets | | $ | 269,546 | | | | | | | | $ | 185,495 | | | | | | | |
| |
|
| | | | | | | |
|
| | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Interest-bearing liabilities: | | | | | | | | | | | | | | | | | | | |
Deposits | | $ | 153,108 | | | 4,028 | | | 2.63 | | $ | 124,149 | | | 2,450 | | | 1.97 | |
Borrowings | | | 54,696 | | | 2,199 | | | 4.02 | | | 23,631 | | | 903 | | | 3.82 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total interest-bearing liabilities | | | 207,804 | | | 6,227 | | | 3.00 | | | 147,780 | | | 3,353 | | | 2.27 | |
| | | | |
|
| |
|
| | | | |
|
| |
|
| |
Noninterest-bearing liabilities | | | 2,577 | | | | | | | | | 1,207 | | | | | | | |
| |
|
| | | | | | | |
|
| | | | | | | |
Total liabilities | | | 210,381 | | | | | | | | | 148,987 | | | | | | | |
Shareholders’ equity | | | 59,165 | | | | | | | | | 36,508 | | | | | | | |
| |
|
| | | | | | | |
|
| | | | | | | |
Total liabilities and shareholders’ Equity (1) | | $ | 269,546 | | | | | | | | $ | 185,495 | | | | | | | |
| |
|
| | | | | | | |
|
| | | | | | | |
Net interest income/average yield | | | | | $ | 6,482 | | | 2.15 | % | | | | $ | 4,800 | | | 2.30 | % |
| | | | |
|
| |
|
| | | | |
|
| |
|
| |
Net interest margin | | | | | | | | | 2.63 | % | | | | | | | | 2.69 | % |
| | | | | | | |
|
| | | | | | | |
|
| |
Average interest-earning assets to average interest-bearing liabilities | | | | | | | | | 118.78 | % | | | | | | | | 120.74 | % |
| | | | | | | |
|
| | | | | | | |
|
| |
|
(1) Consists only of retained earnings at June 30, 2004. |
25
Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). For purposes of this table, changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionately based on the changes due to rate and the changes due to volume. The net column represents the sum of the prior columns.
| | Year Ended June 30, 2006 Compared To Year Ended June 30, 2005 | |
| |
| |
| | Increase (Decrease Due to) | |
| |
| |
| | Volume | | Rate | | Net | |
| |
|
| |
|
| |
|
| |
| | (In thousands) | |
Interest income: | | | | | | | | | | |
Loans receivable | | $ | 4,842 | | $ | (235 | ) | $ | 4,607 | |
Mortgage-backed securities | | | (90 | ) | | (2 | ) | | (92 | ) |
Investment securities | | | (138 | ) | | 93 | | | (45 | ) |
Interest-bearing deposits and other | | | (63 | ) | | 149 | | | 86 | |
| |
|
| |
|
| |
|
| |
Total interest income | | | 4,551 | | | 5 | | | 4,556 | |
| |
|
| |
|
| |
|
| |
Interest expense: | | | | | | | | | | |
Deposits | | | 762 | | | 816 | | | 1,578 | |
Borrowings | | | 1,247 | | | 49 | | | 1,296 | |
| |
|
| |
|
| |
|
| |
Total interest expense | | | 2,009 | | | 865 | | | 2,874 | |
| |
|
| |
|
| |
|
| |
Increase in net interest income | | $ | 2,542 | | $ | (860 | ) | $ | 1,682 | |
| |
|
| |
|
| |
|
| |
Provision for Losses on Loans. A provision for losses on loans is charged to earnings to maintain the total allowance for loan losses at a level calculated 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 and other factors related to the collectibility of the loan portfolio. Based upon an analysis of these factors, management recorded a provision for losses on loans totaling $32,000 for the fiscal year ended June 30, 2006, a decrease of $21,000 compared to fiscal 2005. The provision recorded during the fiscal year ended June 30, 2006 generally reflects management’s perception of the risk prevalent in the economy integrated, with the overall decline in the level of nonperforming loans year after year. Management believes all nonperforming loans are adequately collateralized; however, there can be no assurance that the loan loss allowance will be adequate to absorb losses on known nonperforming assets or that the allowance will be adequate to cover losses on nonperforming assets in the future.
Other Income (Loss). Other operating income decreased $47,000, to $216,000 for the fiscal year ended June 30, 2006, due primarily to the cancellation of a charitable contribution pledge of $200,000 in fiscal 2005. The reversal of expense in the previous year was unusual and is not expected to recur. Other operating income is generally comprised of service charges and fees charged on loan and deposit accounts.
General, Administrative and Other Expense. General, administrative and other expense increased $1.8 million or 73.6% to $4.4 million for the fiscal year ended June 30, 2006 compared to fiscal 2005. The increase in general, administrative and other expense is primarily attributed to a complete fiscal year of operations including Frankfort First and the costs of operating a public company as well as expenses associated with the ESOP and the Equity Incentive Plan, which was approved at the 2005 Annual Meeting.
Federal Income Taxes. The provision for federal income tax decreased $149,000 or 17.1% from $872,000 for the fiscal year ended June 30, 2005 to $723,000 for the fiscal year ended June 30, 2006, as a result of lower earnings before income taxes of $190,000, or 7.6%. Effective tax rates for the years ended June 30, 2006 and 2005 were 31.3% and 34.9%, respectively.
26
Liquidity and Capital Resources
Liquidity is the ability to meet current and future short-term financial obligations. Our primary sources of funds consist of cash and deposits at other banks, deposit inflows, loan repayments and maturities, calls and sales of investment and mortgage-backed securities and advances from the FHLB. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.
We periodically assess our available liquidity and projected upcoming liquidity demands. We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities, and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits, federal funds and short- and intermediate-term U.S. Government agency obligations.
Our most liquid assets are cash, federal funds sold and interest-bearing deposits. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At June 30, 2007 and June 30, 2006, cash and cash equivalents totaled $2.7 million and $2.3 million respectively. Investment securities classified as available-for-sale, which provide additional sources of liquidity, totaled $13.3 million at both June 30, 2007 and 2006. At June 30, 2007, we had the ability to borrow a total $98.3 million from the FHLB, of which $63.6 million (net of premium) was outstanding.
Historically, we have remained fairly liquid. We are not aware of any trends and/or demands, commitments, events or uncertainties that could result in a material protracted decrease in liquidity. We expect that all of our liquidity needs, including the contractual commitments set forth in the table below can be met by our currently available liquid assets and cash flows. In the event any unforeseen demand or commitments were to occur, we would access our borrowing capacity with the FHLB. We expect that our currently available liquid assets and our ability to borrow from the FHLB would be sufficient to satisfy our liquidity needs without any material adverse effect on our liquidity.
Our primary investing activities are the origination of loans and the purchase of investment securities. In fiscal 2007, we originated $38.4 million of loans. In fiscal 2006, we originated $34.2 million of loans. In fiscal 2005, we originated $12.2 million of loans. During fiscal 2007, these activities were funded primarily by proceeds from the principal repayments on loans of $27.4 million and maturities of investment securities and mortgage-backed securities of $4.8 million. During fiscal 2006, these activities were funded primarily by proceeds from the principal repayments on loans of $30.4 million and maturities of investment securities and mortgage-backed securities of $9.0 million.
Financing activities consist primarily of activity in deposit accounts and in FHLB advances. We experienced a net decrease in total deposits of $1.3 million, $13.8 million and $15.2 million for the years ended June 30, 2007, 2006 and 2005, respectively. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. While we generally manage the pricing of our deposits to be competitive and to increase core deposit relationships, during fiscal 2007, management chose to emphasize maintaining existing deposits over attracting new deposits. The net increase in FHLB advances totaled $10.8 million, as we borrowed additional short-term funds in order to make additional mortgage loans.
27
Commitments and Contractual Obligations
At June 30, 2007, we had $1.8 million in mortgage commitments. Certificates of deposit due within one year of June 30, 2007 totaled $59.8 million, or 42.8% of total deposits. If these deposits do not remain with us, we might be required to seek other sources of funds, including FHLB advances or other certificates of deposit. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before June 30, 2007. We believe, however, based on past experience, that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.
The following table sets forth our contractual obligations and loan commitments as of June 30, 2007.
| | Total Amounts Committed | | Less Than One Year | | One to Three Years | | Four to Six Years | |
| |
|
| |
|
| |
|
| |
|
| |
| | (In thousands) | |
Federal Home Loan Bank advances (1) | | $ | 63,645 | | $ | 33,804 | | $ | 29,426 | | $ | 415 | |
One to four family residential real estate | | | 1,786 | | | 1,786 | | | — | | | — | |
Unused lines of credit | | | 9,721 | | | 9,721 | | | — | | | — | |
Undisbursed loans | | | 1,179 | | | 1,179 | | | — | | | — | |
| |
|
| |
|
| |
|
| |
|
| |
Total commitments | | $ | 76,331 | | $ | 46,490 | | $ | 29,426 | | $ | 415 | |
| |
|
| |
|
| |
|
| |
|
| |
|
(1) | Net of premium on FHLB borrowings |
For the year ended June 30, 2007, other than loan commitments, we engaged in no off-balance-sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.
Impact of Inflation and Changing Prices
Our consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of our assets and liabilities are monetary in nature. As a result, interest rates generally have a more significant impact on our performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
28
Report of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors and Stockholders
Kentucky First Federal Bancorp
Hazard, Kentucky
We have audited the accompanying consolidated statement of financial condition of Kentucky First Federal Bancorp as of June 30, 2007, and the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of Kentucky First Federal Bancorp as of and for each of the two years in the period ended June 30, 2006 were audited by other accountants whose report dated September 1, 2006, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 2007 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Kentucky First Federal Bancorp as of June 30, 2007, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ BKD, LLP | |
| |
Cincinnati, Ohio | |
September 19, 2007 | |
29
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Kentucky First Federal Bancorp
We have audited the accompanying consolidated statements of financial condition of Kentucky First Federal Bancorp as of June 30, 2006 and 2005, and the related consolidated statements of earnings, comprehensive income, shareholders’ equity and cash flows for each of the two years ended June 30, 2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Kentucky First Federal Bancorp as of June 30, 2006 and 2005, and the results of its operations and its cash flows for each of the two years ended June 30, 2006, in conformity with accounting principles generally accepted in the United States of America.
/s/ Grant Thornton LLP | |
| |
Cincinnati, Ohio | |
September 1, 2006 | |
30
KENTUCKY FIRST FEDERAL BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30, 2007 and 2006
(In thousands, except share data)
| | 2007 | | 2006 | |
| |
|
| |
|
| |
ASSETS | | | | | | | |
Cash and due from banks | | $ | 1,179 | | $ | 832 | |
Interest-bearing demand deposits | | | 1,541 | | | 1,462 | |
| |
|
| |
|
| |
Cash and cash equivalents | | | 2,720 | | | 2,294 | |
Interest-bearing deposits | | | 100 | | | 100 | |
Available-for-sale securities | | | 13,298 | | | 13,290 | |
Held-to-maturity securities, at amortized cost- approximate fair value of $57,835 and $60,812 at June 30, 2007 and 2006, respectively | | | 59,606 | | | 64,029 | |
Loans receivable | | | 166,876 | | | 156,110 | |
Allowance for loan and lease losses | | | (720 | ) | | (724 | ) |
Real estate acquired through foreclosure | | | 8 | | | 51 | |
Office premises and equipment | | | 2,762 | | | 2,857 | |
Federal Home Loan Bank stock | | | 5,421 | | | 5,264 | |
Accrued interest receivable | | | 935 | | | 868 | |
Bank-owned life insurance | | | 2,256 | | | 2,175 | |
Goodwill | | | 14,507 | | | 14,507 | |
Other intangible assets | | | 612 | | | 743 | |
Prepaid expenses and other assets | | | 276 | | | 252 | |
Prepaid federal income taxes | | | 259 | | | 125 | |
| |
|
| |
|
| |
Total assets | | $ | 268,916 | | $ | 261,941 | |
| |
|
| |
|
| |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
Deposits | | $ | 139,893 | | $ | 141,238 | |
Advances from the Federal Home Loan Bank | | | 65,132 | | | 54,849 | |
Advances by borrowers for taxes and insurance | | | 343 | | | 369 | |
Accrued interest payable | | | 365 | | | 253 | |
Deferred federal income taxes | | | 930 | | | 484 | |
Other liabilities | | | 808 | | | 867 | |
| |
|
| |
|
| |
Total liabilities | | | 207,471 | | | 198,060 | |
Commitments | | | — | | | — | |
Shareholders’ equity | | | | | | | |
Preferred stock, 500,000 shares authorized, $.01 par value; no shares issued | | | — | | | — | |
Common stock, 20,000,000 shares authorized, $.01 par value; 8,596,064 shares issued | | | 86 | | | 86 | |
Additional paid-in capital | | | 35,459 | | | 36,769 | |
Retained earnings | | | 32,291 | | | 32,761 | |
Shares acquired by stock benefit plans | | | (3,013 | ) | | (4,845 | ) |
Treasury shares at cost, 299,430 and 32,589 shares at June 30, 2007 and 2006, respectively | | | (3,091 | ) | | (354 | ) |
Accumulated other comprehensive loss | | | (287 | ) | | (536 | ) |
| |
|
| |
|
| |
Total shareholders’ equity | | | 61,445 | | | 63,881 | |
| |
|
| |
|
| |
Total liabilities and shareholders’ equity | | $ | 268,916 | | $ | 261,941 | |
| |
|
| |
|
| |
The accompanying notes are an integral part of these statements.
31
KENTUCKY FIRST FEDERAL BANCORP
CONSOLIDATED STATEMENTS OF EARNINGS
For the years ended June 30, 2007, 2006 and 2005
(In thousands, except share data)
| | 2007 | | 2006 | | 2005 | |
| |
|
| |
|
| |
|
| |
Interest income | | | | | | | | | | |
Loans | | $ | 9,802 | | $ | 9,199 | | $ | 4,592 | |
Mortgage-backed securities | | | 768 | | | 890 | | | 982 | |
Investment securities | | | 1,999 | | | 2,078 | | | 2,123 | |
Interest-bearing deposits and other | | | 379 | | | 542 | | | 456 | |
| |
|
| |
|
| |
|
| |
Total interest income | | | 12,948 | | | 12,709 | | | 8,153 | |
Interest expense | | | | | | | | | | |
Deposits | | | 4,680 | | | 4,028 | | | 2,450 | |
Borrowings | | | 2,907 | | | 2,199 | | | 903 | |
| |
|
| |
|
| |
|
| |
Total interest expense | | | 7,587 | | | 6,227 | | | 3,353 | |
| |
|
| |
|
| |
|
| |
Net interest income | | | 5,361 | | | 6,482 | | | 4,800 | |
Provision for losses on loans | | | — | | | 32 | | | 53 | |
| |
|
| |
|
| |
|
| |
| | | | | | | | | | |
Net interest income after provision for losses on loans | | | 5,361 | | | 6,450 | | | 4,747 | |
Other income | | | | | | | | | | |
Earnings on bank-owned life insurance | | | 81 | | | 80 | | | 25 | |
Gain on sale of loans | | | 10 | | | 24 | | | 31 | |
Gain (loss) on sale of real estate acquired through foreclosure | | | (6 | ) | | 5 | | | (9 | ) |
Gain on sale of office premises and equipment | | | — | | | 13 | | | — | |
Other operating | | | 89 | | | 94 | | | 216 | |
| |
|
| |
|
| |
|
| |
Total other income | | | 174 | | | 216 | | | 263 | |
General, administrative and other expense | | | | | | | | | | |
Employee compensation and benefits | | | 2,954 | | | 3,014 | | | 1,688 | |
Occupancy and equipment | | | 351 | | | 364 | | | 210 | |
Franchise and other taxes | | | 153 | | | 186 | | | 104 | |
Data processing | | | 152 | | | 125 | | | 67 | |
Other operating | | | 623 | | | 666 | | | 440 | |
| |
|
| |
|
| |
|
| |
Total general, administrative and other expense | | | 4,233 | | | 4,355 | | | 2,509 | |
| |
|
| |
|
| |
|
| |
Earnings before income taxes | | | 1,302 | | | 2,311 | | | 2,501 | |
Federal income taxes | | | | | | | | | | |
Current | | | 99 | | | 455 | | | 309 | |
Deferred | | | 318 | | | 268 | | | 563 | |
| |
|
| |
|
| |
|
| |
Total federal income taxes | | | 417 | | | 723 | | | 872 | |
| |
|
| |
|
| |
|
| |
NET EARNINGS | | $ | 885 | | $ | 1,588 | | $ | 1,629 | |
| |
|
| |
|
| |
|
| |
EARNINGS PER SHARE | | | | | | | | | | |
Basic | | $ | 0.11 | | $ | 0.19 | | | N/A | |
| |
|
| |
|
| |
|
| |
Diluted | | $ | 0.11 | | $ | 0.19 | | | N/A | |
| |
|
| |
|
| |
|
| |
The accompanying notes are an integral part of these statements.
32
KENTUCKY FIRST FEDERAL BANCORP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended June 30, 2007, 2006 and 2005
(In thousands)
| | 2007 | | 2006 | | 2005 | |
| |
|
| |
|
| |
|
| |
Net earnings | | $ | 885 | | $ | 1,588 | | $ | 1,629 | |
Other comprehensive income (loss), net of tax-related effects: | | | | | | | | | | |
Unrealized holding gains (losses) on securities during the year, net of taxes (benefits) of $128, $(168), and $98 in 2007, 2006 and 2005, respectively | | | 249 | | | (326 | ) | | 190 | |
| |
|
| |
|
| |
|
| |
Comprehensive income | | $ | 1,134 | | $ | 1,262 | | $ | 1,819 | |
| |
|
| |
|
| |
|
| |
Accumulated other comprehensive loss | | $ | (287 | ) | $ | (536 | ) | $ | (210 | ) |
| |
|
| |
|
| |
|
| |
The accompanying notes are an integral part of these statements.
33
KENTUCKY FIRST FEDERAL BANCORP
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the years ended June 30, 2007, 2006 and 2005
(In thousands, except share data)
| | Common stock | | Additional paid-in capital | | Retained earnings | | Shares acquired by stock benefit plans | | Treasury shares | | Unrealized gains (losses) on securities designated as available for sale | | Total | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance at July 1, 2004 | | $ | — | | $ | — | | $ | 31,443 | | $ | — | | $ | — | | $ | (400 | ) | $ | 31,043 | |
Conversion to stock form of ownership and issuance of shares in connection with Frankfort First Federal Bancorp acquisition | | | 86 | | | 36,714 | | | — | | | (3,370 | ) | | — | | | — | | | 33,430 | |
Net earnings for the year ended June 30, 2005 | | | — | | | — | | | 1,629 | | | — | | | — | | | — | | | 1,629 | |
Unrealized gains on securities designated as available for sale, net of related tax effects | | | — | | | — | | | — | | | — | | | — | | | 190 | | | 190 | |
Cash dividends of $0.10 per common share | | | — | | | — | | | (353 | ) | | — | | | — | | | — | | | (353 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance at June 30, 2005 | | | 86 | | | 36,714 | | | 32,719 | | | (3,370 | ) | | — | | | (210 | ) | | 65,939 | |
Net earnings for the year ended June 30, 2006 | | | — | | | — | | | 1,588 | | | — | | | — | | | — | | | 1,588 | |
Amortization expense of stock benefit plans | | | — | | | 55 | | | — | | | 178 | | | — | | | — | | | 233 | |
Acquisition of shares for: | | | | | | | | | | | | | | | | | | | | | | |
Stock Benefit Plans | | | — | | | — | | | — | | | (1,653 | ) | | — | | | — | | | (1,653 | ) |
Treasury | | | — | | | — | | | — | | | — | | | (354 | ) | | — | | | (354 | ) |
Unrealized losses on securities designated as available for sale, net of related tax effects | | | — | | | — | | | — | | | — | | | — | | | (326 | ) | | (326 | ) |
Cash dividends of $0.40 per common share | | | — | | | — | | | (1,546 | ) | | — | | | — | | | — | | | (1,546 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance at June 30, 2006 | | $ | 86 | | $ | 36,769 | | $ | 32,761 | | $ | (4,845 | ) | $ | (354 | ) | $ | (536 | ) | $ | 63,881 | |
Transfer of restricted stock upon adoption of SFAS 123(R) | | | — | | | (1,653 | ) | | — | | | 1,653 | | | — | | | — | | | — | |
Net earnings for the year ended June 30, 2007 | | | — | | | — | | | 885 | | | — | | | — | | | — | | | 885 | |
Amortization expense of stock benefit plans | | | — | | | 184 | | | — | | | 179 | | | — | | | — | | | 363 | |
Compensation expense related to vesting stock options | | | — | | | 159 | | | — | | | — | | | — | | | — | | | 159 | |
Acquisition of shares for Treasury | | | — | | | — | | | — | | | — | | | (2,737 | ) | | — | | | (2,737 | ) |
Unrealized gains on securities designated as available for sale, net of related tax effects | | | — | | | — | | | — | | | — | | | — | | | 249 | | | 249 | |
Cash dividends of $0.40 per common share | | | — | | | — | | | (1,355 | ) | | — | | | — | | | — | | | (1,355 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance at June 30, 2007 | | $ | 86 | | $ | 35,459 | | $ | 32,291 | | $ | (3,013 | ) | $ | (3,091 | ) | $ | (287 | ) | $ | 61,445 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
The accompanying notes are an integral part of these statements.
34
KENTUCKY FIRST FEDERAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended June 30, 2007, 2006 and 2005
(In thousands)
| | 2007 | | 2006 | | 2005 | |
| |
|
| |
|
| |
|
| |
Cash flows from operating activities: | | | | | | | | | | |
Net earnings for the year | | $ | 885 | | $ | 1,588 | | $ | 1,629 | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | | | | | |
Amortization of premiums and discounts on investment securities - net | | | (7 | ) | | 9 | | | 4 | |
Depreciation | | | 152 | | | 173 | | | 106 | |
Amortization of deferred loan origination (fees) costs | | | (37 | ) | | 2 | | | (34 | ) |
Amortization of purchase accounting adjustments - net | | | (409 | ) | | (403 | ) | | (139 | ) |
Gain on sale of loans | | | (10 | ) | | (24 | ) | | (31 | ) |
(Gain) loss on sale of real estate acquired through foreclosure | | | 6 | | | (5 | ) | | 9 | |
Gain on sale of office premises and equipment | | | — | | | (13 | ) | | — | |
Amortization of stock benefit plans and stock options expense | | | 613 | | | 233 | | | — | |
Federal Home Loan Bank stock dividends | | | (157 | ) | | (283 | ) | | (151 | ) |
Bank-owned life insurance earnings | | | (81 | ) | | (80 | ) | | (25 | ) |
Provision for losses on loans | | | — | | | 32 | | | 53 | |
Mortgage loans originated for sale | | | (878 | ) | | (2,711 | ) | | (520 | ) |
Proceeds from sale of mortgage loans | | | 888 | | | 2,712 | | | 519 | |
Increase (decrease) in cash, due to changes in: | | | | | | | | | | |
Accrued interest receivable | | | (67 | ) | | 48 | | | 18 | |
Prepaid expenses and other assets | | | (24 | ) | | (42 | ) | | 125 | |
Accrued interest payable | | | 112 | | | 76 | | | (190 | ) |
Accounts payable and other liabilities | | | (150 | ) | | (187 | ) | | (544 | ) |
Federal income taxes | | | | | | | | | | |
Current | | | (134 | ) | | 246 | | | (313 | ) |
Deferred | | | 318 | | | 268 | | | 563 | |
| |
|
| |
|
| |
|
| |
Net cash provided by operating activities | | | 1,020 | | | 1,639 | | | 1,079 | |
Cash flows provided by (used in) investing activities: | | | | | | | | | | |
Interest-bearing deposits: | | | | | | | | | | |
Maturities | | | 100 | | | 100 | | | 100 | |
Invested | | | (100 | ) | | (100 | ) | | (100 | ) |
Investment securities maturities, prepayments and calls: | | | | | | | | | | |
Held to maturity | | | 4,432 | | | 8,160 | | | 1,633 | |
Available for sale | | | 367 | | | 758 | | | 307 | |
Loan disbursements | | | (38,432 | ) | | (34,160 | ) | | (12,242 | ) |
Principal repayments on loans | | | 27,387 | | | 30,374 | | | 13,450 | |
Proceeds from sale of real estate acquired through foreclosure | | | 349 | | | 115 | | | 118 | |
Proceeds from sale of office premises and equipment | | | — | | | 13 | | | — | |
Purchase of office premises and equipment | | | (57 | ) | | (53 | ) | | (65 | ) |
Purchase of Frankfort First Federal Bancorp, net of cash received | | | — | | | — | | | (8,923 | ) |
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) investing activities | | | (5,954 | ) | | 5,207 | | | (5,722 | ) |
Cash flows provided by (used in) financing activities: | | | | | | | | | | |
Net decrease in deposits | | | (1,345 | ) | | (13,806 | ) | | (15,220 | ) |
Advances by borrowers for taxes and insurance | | | (26 | ) | | 37 | | | 215 | |
Proceeds from Federal Home Loan Bank advances | | | 165,000 | | | 23,850 | | | — | |
Repayments on Federal Home Loan Bank advances | | | (154,177 | ) | | (19,438 | ) | | (1,223 | ) |
Cash proceeds from issuance of common stock, net | | | — | | | — | | | 12,720 | |
Purchase of shares for stock benefit plans | | | — | | | (1,653 | ) | | — | |
Treasury stock repurchases | | | (2,737 | ) | | (354 | ) | | — | |
Dividends paid on common stock | | | (1,355 | ) | | (1,546 | ) | | (353 | ) |
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) financing activities | | | 5,360 | | | (12,910 | ) | | (3,861 | ) |
| |
|
| |
|
| |
|
| |
Net increase (decrease) in cash and cash equivalents | | | 426 | | | (6,064 | ) | | (8,504 | ) |
Cash and cash equivalents at beginning of year | | | 2,294 | | | 8,358 | | | 16,862 | |
| |
|
| |
|
| |
|
| |
Cash and cash equivalents at end of year | | $ | 2,720 | | $ | 2,294 | | $ | 8,358 | |
| |
|
| |
|
| |
|
| |
The accompanying notes are an integral part of these statements.
35
KENTUCKY FIRST FEDERAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the years ended June 30, 2007, 2006 and 2005
(In thousands)
| | 2007 | | 2006 | | 2005 | |
| |
|
| |
|
| |
|
| |
Supplemental disclosure of cash flow information: | | | | | | | | | | |
Cash paid during the year for: | | | | | | | | | | |
Federal income taxes | | $ | 165 | | $ | 510 | | $ | 460 | |
| |
|
| |
|
| |
|
| |
Interest on deposits and borrowings | | $ | 7,475 | | $ | 6,182 | | $ | 3,319 | |
| |
|
| |
|
| |
|
| |
Supplemental disclosure of noncash investing activities: | | | | | | | | | | |
Transfers from loans to real estate acquired through foreclosure | | $ | 312 | | $ | 101 | | $ | 206 | |
| |
|
| |
|
| |
|
| |
Loans disbursed upon sales of real estate acquired through foreclosure | | $ | 251 | | $ | — | | $ | 19 | |
| |
|
| |
|
| |
|
| |
Recognition of mortgage servicing rights in accordance with SFAS No. 140 | | $ | 11 | | $ | 21 | | $ | 31 | |
| |
|
| |
|
| |
|
| |
Acquisition of Frankfort First Federal Bancorp, Inc. | | | | | | | | | | |
Cash and stock consideration and liabilities assumed: | | | | | | | | | | |
Deposits | | $ | — | | $ | — | | $ | 71,513 | |
Advances from the Federal Home Loan Bank | | | — | | | — | | | 43,390 | |
Other liabilities | | | — | | | — | | | 1,175 | |
Cash and stock consideration – net | | | — | | | — | | | 29,625 | |
| |
|
| |
|
| |
|
| |
| | | — | | | — | | | 145,703 | |
Less net assets acquired: | | | | | | | | | | |
Loans | | | — | | | — | | | 119,526 | |
Investments | | | — | | | — | | | 2,141 | |
Other assets | | | — | | | — | | | 8,593 | |
| |
|
| |
|
| |
|
| |
| | | — | | | — | | | 130,260 | |
| |
|
| |
|
| |
|
| |
Amounts assigned to goodwill and other intangible assets | | $ | — | | $ | — | | $ | 15,443 | |
| |
|
| |
|
| |
|
| |
The accompanying notes are an integral part of these statements.
36
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Kentucky First Federal Bancorp (the “Company”) is a savings and loan holding company whose activities are primarily limited to holding the stock and managing the operations of First Federal Savings and Loan Association of Hazard, Kentucky (“First Federal of Hazard”) and Frankfort First Bancorp, Inc., (“Frankfort First”) the holding company for First Federal Savings Bank of Frankfort (“First Federal of Frankfort”). First Federal of Hazard and First Federal of Frankfort are collectively referred to herein as “the Banks.” First Federal of Hazard conducts a community-oriented savings and loan association dedicated to serving consumers in Perry and surrounding counties in eastern Kentucky, while First Federal of Frankfort operates through three banking offices located in Frankfort, Kentucky. Both institutions engage primarily in the business of attracting deposits from the general public and applying those funds to the origination of loans for residential and consumer purposes. First Federal of Frankfort also originates, to a lesser extent, church loans, home equity and other loans. The Banks’ profitability is significantly dependent on net interest income, which is the difference between interest income generated from interest-earning assets (i.e. loans and investments) and the interest expense paid on interest-bearing liabilities (i.e. customer deposits and borrowed funds). Net interest income is affected by the relative amount of interest-earning assets and interest-bearing liabilities and the interest received or paid on these balances. The level of interest rates paid or received by the Banks can be significantly influenced by a number of environmental factors, such as governmental monetary policy, that are outside of management’s control.
The consolidated financial information presented herein has been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and general accounting practices within the financial services industry. In preparing consolidated financial statements in accordance with U. S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from such estimates.
The following is a summary of the Company’s significant accounting policies which have been consistently applied in the preparation of the accompanying consolidated financial statements.
1. Principles of Consolidation
The consolidated financial statements include the accounts of the Company, First Federal of Hazard, Frankfort First and First Federal of Frankfort.
2. Investment and Mortgage-backed Securities
The Company accounts for investment and mortgage-backed securities by categorizing those investments as held-to-maturity, trading, or available for sale. Securities classified as held-to-maturity are to be carried at cost only if the Company has the positive intent and ability to hold these securities to maturity. Trading securities and securities designated as available for sale are carried at fair value with resulting unrealized gains or losses recorded to operations or shareholders’ equity, respectively.
Realized gains and losses on sales of securities are recognized using the specific identification method.
37
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
3. Loans Receivable
Loans receivable are stated at the principal amount outstanding, adjusted for deferred loan origination fees and the allowance for loan losses. Interest is accrued as earned unless the collectibility of the loan is in doubt. An allowance may be established for interest on loans that are contractually past due based on management’s periodic evaluation. The allowance is established by a charge to interest income equal to all interest previously accrued, and income is subsequently recognized only to the extent that cash payments are received until, in management’s judgment, the borrower’s ability to make periodic interest and principal payments has returned to normal, in which case the loan is returned to accrual status. If the ultimate collectibility of the loan is in doubt, in whole or in part, all payments received on nonaccrual loans are applied to reduce principal until such doubt is eliminated.
Loans held for sale are carried at the lower of cost (less principal payments received) or fair value (market value), calculated on an aggregate basis. At June 30, 2007 and 2006, the Company had not identified any loans held for sale.
In selling loans, the Company utilizes a program with the Federal Home Loan Bank, retaining servicing on loans sold. The Company accounts for mortgage servicing rights in accordance with SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” which requires that the Company recognize, as separate assets, rights to service mortgage loans for others, regardless of how those servicing rights are acquired. An institution that acquires mortgage servicing rights through either the purchase or origination of mortgage loans and sells those loans with servicing rights retained must allocate some of the cost of the loans to the mortgage servicing rights. SFAS No. 140 requires that capitalized servicing rights be amortized in proportion to and over the estimated period of servicing income.
The Company recorded amortization related to mortgage servicing rights totaling $3,000 during each of the years ended June 30, 2007 and 2006 and $1,000 for the year ended June 30, 2005. The carrying value of the Company’s mortgage servicing rights, which approximated fair value, totaled approximately $55,000 and $49,000 at June 30, 2007 and 2006, respectively.
The Company was servicing mortgage loans of approximately $6.8 million and $6.1 million that had been sold to the Federal Home Loan Bank at June 30, 2007, and 2006, respectively.
4. Loan Origination Fees
The Banks account for loan origination fees (net of direct origination costs) by deferring and amortizing those fees to interest income using the level-yield method, giving effect to actual loan prepayments. Loan origination costs are primarily the direct costs attributable to originating a loan, i.e., principally actual personnel costs. Fees received for loan commitments that are expected to be drawn upon, based on the Banks’ experience with similar commitments, are deferred and amortized over the life of the loan using the level-yield method. Fees for other loan commitments are deferred and amortized over the loan commitment period on a straight-line basis.
38
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
5. Allowance for Loan Losses
It is the Banks’ policy to provide valuation allowances for estimated losses on loans based on past loss experience, trends in the level of delinquent and problem loans, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral and current and anticipated economic conditions in the primary lending area. When the collection of a loan becomes doubtful, or otherwise troubled, the Banks record a loan charge-off equal to the difference between the fair value of the property securing the loan and the loan’s carrying value. Major loans and lending areas are reviewed periodically to determine potential problems at an early date. The allowance for loan losses is increased by charges to earnings and decreased by charge-offs (net of recoveries).
The Banks account for impaired loans by determining the present value of expected future cash flows discounted at the loan’s effective interest rate or, as an alternative, at the loan’s observable market price or fair value of the collateral. The Banks’ current procedures for evaluating impaired loans result in carrying such loans at the lower of cost or fair value.
A loan is considered impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. In applying the policy, the Banks consider investments in one- to four-family residential loans and consumer installment loans to be homogeneous and therefore excluded from separate identification for evaluation of impairment. With respect to the Banks’ investment in multi-family and nonresidential loans, and the evaluation of impairment thereof, such loans are collateral dependent and, as a result, are carried as a practical expedient at the lower of cost or fair value.
Collateral-dependent loans which are more than ninety days delinquent are considered to constitute more than a minimum delay in repayment and are evaluated for impairment under the policy at that time.
At June 30, 2007 and 2006, the Banks had no loans that would be defined as impaired under its policy.
6. Federal Home Loan Bank Stock
Federal Home Loan Bank stock is a required investment for institutions that are members of the Federal Home Loan Bank system. The required investment in the common stock is based on a predetermined formula.
7. Real Estate Acquired through Foreclosure
Real estate acquired through foreclosure is carried at the lower of the loan’s unpaid principal balance (cost) or fair value less estimated selling expenses at the date of acquisition. A charge-off is recorded for any write-down in the loan’s carrying value to fair value at the date of acquisition. Real estate loss provisions are recorded if the fair value of the property subsequently declines below the value determined at the recording date. In determining the lower of cost or fair value at acquisition, costs relating to development and improvement of property, which would be capitalized, are considered. Costs relating to holding real estate acquired through foreclosure, net of rental income, are charged against earnings as incurred.
39
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
8. Office Premises and Equipment
Office premises and equipment are carried at cost and include expenditures which extend the useful lives of existing assets. Maintenance, repairs and minor renewals are expensed as incurred. For financial reporting, depreciation and amortization are provided on the straight-line and accelerated methods over the useful lives of the assets, estimated to be forty years for buildings, ten to forty years for building improvements, and five to ten years for furniture and equipment. An accelerated method is used for tax reporting purposes.
9. Federal Income Taxes
The Company accounts for federal income taxes by computing a deferred tax liability or deferred tax asset by applying current statutory tax rates to net taxable or deductible differences between the tax basis of an asset or liability and its reported amount in the financial statements. These differences will result in taxable or deductible amounts in future periods. Deferred tax assets are recorded only to the extent that the amount of net deductible temporary differences or carryforward attributes may be utilized against current period earnings, carried back against prior years earnings, offset against taxable temporary differences reversing in future periods, or utilized to the extent of management’s estimate of future taxable income. A valuation allowance is provided for deferred tax assets to the extent that the value of net deductible temporary differences and carryforward attributes exceeds management’s estimates of taxes payable on future taxable income. Deferred tax liabilities are provided on the total amount of net temporary differences taxable in the future.
10. Retirement and Employee Benefit Plans
The Banks each participate in a noncontributory, multi-employer defined benefit pension fund covering all employees who qualify as to length of service. Contributions are based upon covered employees’ ages and salaries and are dependent upon the ultimate prescribed benefits of the participants and the funded status of the plan. The Company recognized expense related to the plans totaling approximately $390,000, $411,000 and $190,000 for the fiscal years ended June 30, 2007, 2006 and 2005.
The Company also maintains nonqualified deferred unfunded compensation plans for the benefit of certain directors. The Company recognized expense related to these plans in the amounts of $10,000 and $15,000 for the fiscal years ended June 30, 2007 and 2006. No expense was recognized by the Company for the fiscal year ended June 30, 2005.
40
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
10. Retirement and Employee Benefit Plans (continued)
In connection with the Reorganization, First Federal of Hazard implemented an Employee Stock Ownership Plan (“ESOP”) which provides retirement benefits for substantially all full-time employees who have completed one year of service and have attained the age of 21. First Federal of Hazard makes annual contributions to the ESOP equal to the ESOP’s debt service less dividends received by the ESOP on unallocated shares. Shares in the ESOP were acquired using funds provided by a loan from the Company and accordingly the cost of those shares is shown as a reduction of stockholders’ equity. Shares are released to participants proportionately as the loan is repaid. Dividends on allocated shares are recorded as dividends and charged to retained earnings. Dividends on unallocated shares are used to repay the loan and are treated as compensation expense. Compensation expense is recorded equal to the fair market value of the stock allocated to participants during a given fiscal year and for shares committed to be released. Allocation of shares to the ESOP participants is contingent upon the repayment of a loan to Kentucky First Federal Bancorp totaling $3.0 million and $3.2 million at June 30, 2007 and 2006, respectively. The Company recorded expense for the ESOP of approximately $185,000 for each of the years ended June 30, 2007 and 2006, and $93,000 for the year ended June 30, 2005.
| | For the fiscal year ended June 30, | |
| |
| |
| | 2007 | | 2006 | | 2005 | |
| |
|
| |
|
| |
|
| �� |
Allocated shares | | | 30,542 | | | 17,821 | | | — | |
Shares committed to be released | | | 8,945 | | | 8,910 | | | — | |
Unearned shares | | | 292,317 | | | 310,242 | | | 336,973 | |
| |
|
| |
|
| |
|
| |
Total ESOP shares | | | 331,804 | | | 336,973 | | | 336,973 | |
| |
|
| |
|
| |
|
| |
Fair value of unearned shares at end of period (expressed in thousands) | | $ | 2,967 | | $ | 3,354 | | $ | 3,707 | |
| |
|
| |
|
| |
|
| |
11. Share-Based Compensation Plans
In fiscal 2006, the Company initiated the 2005 Equity Incentive Plan (“EIP” or the “Plan”) which provides for two share-based compensation plans, which are described below. Effective July 1, 2006, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment. The adoption of this Statement had no material impact on the Company’s financial statements, as the Company was previously accounting for stock compensation under Statement of Financial Accounting Standards No. 123. Both Statements utilize the fair value method at grant date for stock compensation and expense such cost against additional paid-in capital in its Consolidated Statement of Financial Condition.
41
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
11. Share-Based Compensation Plans (continued)
The compensation cost that has been charged against income for those share-based plans was $390,000, and $197,000 for the fiscal years ended June 30, 2007 and 2006, respectively. The total income tax benefit recognized in the statement of earnings for share-based compensation arrangements was $133,000 and $67,000 for the fiscal years ended June 30, 2007 and 2006, respectively.
The EIP provides for grants of up to 421,216 stock options. It also provides that one-fifth of the options granted become vested and exercisable on the first five anniversaries of the date of grant. The contractual term of the options is ten years. All option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant.
The Company accounts for the plans using a fair value-based method for valuing stock-based compensation, which measures compensation cost at the grant date based on the fair value of the award. Compensation is then recognized over the service period, which is usually the vesting period.
The fair value of the option grants are estimated on the date of grant using the modified Black-Scholes options-pricing model. At June 30, 2007, the only options granted relate to the fiscal year 2006 with the following weighted-average assumptions used for the grant: dividend yield of 3.96%; expected volatility of 20.0%, which equals the weighted average volatility; risk-free interest rate of 4.49%; and expected lives of 7 years. The risk-free reinvestment rate is an arithmetic average of the rates on five- and ten-year treasuries as of December 13, 2005, while the volatility of the options was estimated using historical and implied stock price volatility experience of comparable firms.
A summary of the status of the Company’s stock option plan as of June 30, 2007, and changes during the year then ended is presented below:
| | Shares | | Weighted- average exercise price | | Weighted- Average Remaining Contractual Term | | Aggregate Intrinsic Value ($000) | |
| |
|
| |
|
| |
|
| |
|
| |
Outstanding at beginning of year | | | 347,600 | | $ | 10.10 | | | | | | | |
Granted | | | — | | | — | | | | | | | |
Exercised | | | — | | | — | | | | | | | |
Forfeited | | | 8,400 | | | 10.10 | | | | | | | |
| |
|
| |
|
| | | | | | | |
Outstanding at end of year | | | 339,200 | | $ | 10.10 | | $ | 10.10 | | $ | 17 | |
| |
|
| |
|
| |
|
| |
|
| |
Options exercisable at end of year | | | 67,840 | | $ | 10.10 | | $ | 10.10 | | $ | 3 | |
| |
|
| |
|
| |
|
| |
|
| |
Weighted average fair value of options granted in fiscal year 2006 | | | | | | | | | | | $ | 1.75 | |
| | | | | | | | | | |
|
| |
Weighted average remaining contractual term of options outstanding and exercisable | | | | | | | | | | | | 8.5 years | |
| | | | | | | | | | |
|
| |
42
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
11. Share-Based Compensation Plans (continued)
The EIP also provides for the purchase of 168,486 shares of common stock and the issuance of such shares in the form of restricted stock awards to members of the board of directors, management and certain employees. Common shares awarded under the restricted stock plan vest over a five year period, commencing with the date of the grant and are expensed based on their fair market value at the grant date.
The following table summarizes the activity with regard to restricted stock awards during fiscal 2007:
| | Shares | | Weighted-average grant date fair value | |
| |
|
| |
|
| |
Nonvested at July 1, 2006 | | | 134,500 | | $ | 10.10 | |
Vested | | | (26,900 | ) | | 10.10 | |
Forfeited | | | (4,000 | ) | | 10.10 | |
| |
|
| |
|
| |
Nonvested at June 30, 2007 | | | 103,600 | | $ | 10.10 | |
| |
|
| |
|
| |
As of June 30, 2007, there was $1.4 million of total unrecognized compensation cost related to the share-based compensation plans. The cost is expected to be recognized over a weighted average period of 3.5 years. The total fair value of shares vested during the year ended June 30, 2007 was $273,000. There were no shares vested during the fiscal year ended June 30, 2006.
12. Earnings Per Share
Diluted earnings per share is computed taking into consideration common shares outstanding and dilutive potential common shares to be issued under the Company’s stock option plan. There is no adjustment to net earnings for the calculation of diluted earnings per share. The computations were as follows:
| | For the fiscal year ended June 30, | |
| |
| |
| | 2007 | | 2006 | | 2005 | |
| |
|
| |
|
| |
|
| |
Weighted-average common shares outstanding (basic) | | | 7,991,457 | | | 8,198,621 | | | N/A | |
Dilutive effect of assumed exercise of stock options | | | — | | | 14,265 | | | N/A | |
| |
|
| |
|
| |
|
| |
Weighted-average common shares outstanding (diluted) | | | 7,991,457 | | | 8,212,886 | | | N/A | |
| |
|
| |
|
| |
|
| |
Basic earnings per share is computed based upon the weighted-average shares outstanding during the year less shares in the ESOP that are unallocated and not committed to be released and unearned restricted stock. For fiscal 2007 all outstanding options were antidilutive, while for fiscal 2006 there were no antidilutive options. For the year ended June 30, 2005 basic and diluted earnings per share are not presented as the Company did not convert to the stock form of ownership until March 2, 2005.
43
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
13. Fair Value of Financial Instruments
SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of the fair value of financial instruments, both assets and liabilities, whether or not recognized in the consolidated statement of financial condition, for which it is practicable to estimate that value. For financial instruments where quoted market prices are not available, fair values are based on estimates using present value and other valuation methods.
The methods used are greatly affected by the assumptions applied, including the discount rate and estimates of future cash flows. Therefore, the fair values presented may not represent amounts that could be realized in an exchange for certain financial instruments.
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments at June 30, 2007 and 2006:
| Cash and cash equivalents: The carrying amounts presented in the consolidated statements of financial condition for cash and cash equivalents are deemed to approximate fair value. |
| |
| Investment securities: For investment securities, fair value is deemed to equal the quoted market price. |
| |
| Loans receivable: The loan portfolio has been segregated into categories with similar characteristics, such as one- to four-family residential, multi-family residential and nonresidential real estate. These loan categories were further delineated into fixed-rate and adjustable-rate loans. The fair values for the resultant loan categories were computed via discounted cash flow analysis, using current interest rates offered for loans with similar terms to borrowers of similar credit quality. For loans on deposit accounts and consumer and other loans, fair values were deemed to equal the historic carrying values. The historical carrying amount of accrued interest on loans is deemed to approximate fair value. |
| |
| Federal Home Loan Bank stock and accrued interest receivable: The carrying amount presented in the consolidated statements of financial condition is deemed to approximate fair value. |
| |
| Deposits: The fair value of NOW accounts, passbook accounts, money market deposits and advances by borrowers for taxes and insurance are deemed to approximate the amount payable on demand. Fair values for fixed-rate certificates of deposit have been estimated using a discounted cash flow calculation using the interest rates currently offered for deposits of similar remaining maturities. The historical carrying amount of accrued interest payable on deposits is deemed to approximate fair value. |
| |
| Advances from the Federal Home Loan Bank and accrued interest payable: The fair value of these advances is estimated using the rates currently offered for similar advances of similar remaining maturities or, when available, quoted market prices. |
| |
| Advances by borrowers for taxes and insurance: The carrying amount presented in the consolidated statement of financial condition is deemed to approximate fair value. |
44
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
13. Fair Value of Financial Instruments (continued)
| Commitments to extend credit: For fixed-rate and adjustable-rate loan commitments, the fair value estimate considers the difference between current levels of interest rates and committed rates. The fair value of outstanding loan commitments at June 30, 2007 and 2006, was not material. |
Based on the foregoing methods and assumptions, the carrying value and fair value of the Company’s financial instruments at June 30 are as follows:
| | 2007 | | 2006 | |
| |
| |
| |
| | Carrying Fair | | Fair value | | Carrying value | | Fair value | |
| |
|
| |
|
| |
|
| |
|
| |
| | (In Thousands) | |
Financial assets | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 2,720 | | $ | 2,720 | | $ | 2,294 | | $ | 2,294 | |
Interest-earning deposits | | | 100 | | | 100 | | | 100 | | | 100 | |
Available-for-sale securities | | | 13,298 | | | 13,298 | | | 13,290 | | | 13,290 | |
Held-to-maturity securities | | | 59,606 | | | 57,835 | | | 64,029 | | | 60,812 | |
Loans receivable - net | | | 166,156 | | | 162,134 | | | 155,386 | | | 152,680 | |
Federal Home Loan Bank stock | | | 5,421 | | | 5,421 | | | 5,264 | | | 5,264 | |
Accrued interest receivable | | | 935 | | | 935 | | | 868 | | | 868 | |
Financial liabilities | | | | | | | | | | | | | |
Deposits | | $ | 139,893 | | $ | 139,704 | | $ | 141,238 | | $ | 142,900 | |
Advances from the Federal Home Loan Bank | | | 65,132 | | | 64,459 | | | 54,849 | | | 53,382 | |
Advances by borrowers for taxes and insurance | | | 343 | | | 343 | | | 369 | | | 369 | |
Accrued interest payable | | | 365 | | | 365 | | | 253 | | | 253 | |
14. Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks and interest-bearing deposits in other financial institutions with original maturities of less than ninety days.
15. Goodwill and Other Intangible Assets
Goodwill and other intangible assets arising from the Frankfort First acquisition are accounted for in accordance with SFAS No. 142, “Goodwill and Intangible Assets.” Pursuant to SFAS No. 142, acquired goodwill is not amortized but is tested for impairment at the reporting unit annually or whenever an impairment indicator arises. The Company evaluated the goodwill in March 2007 via independent third-party appraisal. The evaluation showed no indication of impairment.
The Company’s core deposit intangible is being amortized on a straight-line basis over an original period of seven years. The carrying basis and accumulated amortization of recognized intangible assets at June 30, 2007 and 2006 is as follows:
45
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
15. Goodwill and Other Intangible Assets (continued)
| | 2007 | | 2006 | |
| |
|
| |
|
| |
| | (in thousands) | |
Core deposits | | | | | | | |
Gross Carrying Amount | | $ | 918 | | $ | 918 | |
Accumulated Amortization | | | 306 | | | 175 | |
| |
|
| |
|
| |
| | $ | 612 | | $ | 743 | |
| |
|
| |
|
| |
Amortization expense for the years ended June 30, 2007, 2006 and 2005 was $131,000, $131,000, and $44,000, respectively. The following table summarizes the Company’s current estimates for future amortization expense of the core deposit intangible:
| | (In thousands) | |
| |
| |
2008 | | $ | 131 | |
2009 | | $ | 131 | |
2010 | | $ | 131 | |
2011 | | $ | 131 | |
2012 and thereafter | | $ | 88 | |
16. Cash Surrender Value of Life Insurance
The cash surrender value of bank-owned life insurance policies represents the value of life insurance policies on certain officers of the Company for which the Company is the beneficiary. The Company accounts for these assets using the cash surrender value method in determining the carrying value of the insurance policies.
17. Treasury Stock
Treasury stock is stated at cost. Cost is determined by the first-in, first-out method.
18. Related Party Transactions
Loans outstanding to executive officers, directors, significant shareholders and their affiliates (related parties) at June 30, 2007 and 2006 are summarized as follows:
| | 2007 | | 2006 | |
| |
|
| |
|
| |
| | (In thousands) | |
Outstanding principal, beginning of year | | $ | 1,254 | | $ | 1,242 | |
Principal disbursed during the year | | | 740 | | | 136 | |
Principal repaid and refinanced during the year | | | 678 | | | 124 | |
| |
|
| |
|
| |
Outstanding principal, end of year | | $ | 1,316 | | $ | 1,254 | |
| |
|
| |
|
| |
46
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
18. Related Party Transactions (continued)
Deposits from related parties held by the Company at June 30, 2007 and 2006 totaled $1.8 million and $1.7 million, respectively.
In management’s opinion, such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons. Further, in management’s opinion, these loans did not involve more than normal risk of collectibility or present other unfavorable features.
19. Effects of Recent Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (“FASB”) issued FIN 48, Accounting for Uncertainty in Income Taxes. This Interpretation of FASB Statement No. 109, Accounting for Income Taxes, clarifies the accounting for uncertainty in tax positions. This Interpretation requires that the Company recognize in the financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based upon the technical merits of the position. The effective date for application of this interpretation is for the period beginning July 1, 2007. The cumulative effect of applying the provisions of this Interpretation must be reported as an adjustment to the opening balance of retained earnings for that fiscal period. Management is currently evaluating the impact this Interpretation will have on its consolidated financial statements.
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, and interim periods within that year. The adoption of this Statement is not expected to have a material adverse effect on the Company’s financial position or results of operations.
In September 2006, the FASB ratified the Emerging Issues Task Force’s (EITF) Issue 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements,” which required companies to recognize a liability and related compensation costs for endorsement split-dollar life insurance policies that provide a benefit to an employee extending to postretirement periods. The liability should be recognized based on the substantive agreement with the employee. The Issue is effective for fiscal years beginning after December 15, 2007, or July 1, 2008, as to the Company. The Issue can be applied as either a change in accounting principle through a cumulative-effect adjustment to retained earning as of the beginning of the year of adoption, or a change in accounting principle through retrospective application to all periods. The Company is in the process of evaluating the impact the adoption of Issue 06-4 will have on the financial statements.
47
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
19. Effects of Recent Accounting Pronouncements (continued)
In September 2006, the FASB ratified a consensus opinion reached by the EITF on EITF Issue 06-5, “Accounting for Purchases of Life Insurance – Determining the Amount that Could be Realized in Accordance with FASB Technical Bulletin No. 85-4.” The guidance in EITF Issue 06-5 required policyholders to consider other amounts included in the contractual terms of an insurance policy, in addition to cash surrender value, for purposes of determining the amount that could be realized under the terms of the insurance contract. If it is probable that contractual terms would limit the amount that could be realized under the insurance contract, those contractual limitations should be considered when determining the realizable amounts. The amount that could be realized under the insurance contract should be determined on an individual policy (or certificate) level and should include any amount realized on the assumed surrender of the last individual policy or certificate in a group policy. The Company holds several life insurance policies, however, the policies do not contain any provisions that would restrict or reduce the cash surrender value of the policies. The consensus in EITF Issue 06-5 is effective for fiscal years beginning after December 15, 2006, or July 1, 2007 as to the Company. The application of this guidance is not expected to have a material adverse effect on the Company’s financial position or results of operation.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including Amendment of FASB Statement No. 115.” This Statement allows companies the choice to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007, or July 1, 2008, as to the Company, and interim periods within that fiscal year. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157, “Fair Value Measurements.” The Company is currently evaluating the impact the adoption of SFAS No. 159 will have on the financial statements, but does not presently believe it will have a material adverse effect on financial position or results of operations.
20. Reclassifications
Certain prior year amounts have been reclassified to conform to the 2007 consolidated financial statement presentation. These reclassifications had no effect on net income.
48
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE B - INVESTMENT SECURITIES
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair values of investment securities at June 30, 2007 and 2006 are summarized as follows:
(In thousands)
| | 2007 | |
| |
| |
| | Amortized cost | | Gross unrealized gins | | Gross unrealized losses | | Estimated fair value | |
| |
|
| |
|
| |
|
| |
|
| |
| | (In thousands) | |
Available-for-sale Securities | | | | | | | | | | | | | |
U.S. government agencies | | $ | 12,999 | | $ | — | | $ | (428 | ) | $ | 12,571 | |
Mortgage-backed securities | | | 734 | | | — | | | (7 | ) | | 727 | |
| |
|
| |
|
| |
|
| |
|
| |
| | $ | 13,733 | | $ | — | | $ | (435 | ) | $ | 13,298 | |
| |
|
| |
|
| |
|
| |
|
| |
Held-to-maturity Securities | | | | | | | | | | | | | |
U.S. government agencies | | $ | 43,848 | | $ | — | | $ | (891 | ) | $ | 42,957 | |
Mortgage-backed securities | | | 15,758 | | | — | | | (880 | ) | | 14,878 | |
| |
|
| |
|
| |
|
| |
|
| |
| | $ | 59,606 | | $ | — | | $ | (1,771 | ) | $ | 57,835 | |
| |
|
| |
|
| |
|
| |
|
| |
| | 2006 | |
| |
| |
| | Amortized cost | | Gross unrealized gins | | Gross unrealized losses | | Estimated fair value | |
| |
|
| |
|
| |
|
|
| |
| |
| | (In thousands) | |
Available-for-sale Securities | | | | | | | | | | | | | |
U.S. government agencies | | $ | 12,999 | | $ | — | | $ | (788 | ) | $ | 12,211 | |
Mortgage-backed securities | | | 1,104 | | | — | | | (25 | ) | | 1,079 | |
| |
|
| |
|
| |
|
| |
|
| |
| | $ | 14,103 | | $ | — | | $ | (813 | ) | $ | 13,290 | |
| |
|
| |
|
| |
|
| |
|
| |
Held-to-maturity Securities | | | | | | | | | | | | | |
U.S. government agencies | | $ | 45,844 | | $ | — | | $ | (1,925 | ) | $ | 43,919 | |
Mortgage-backed securities | | | 18,185 | | | — | | | (1,292 | ) | | 16,893 | |
| |
|
| |
|
| |
|
| |
|
| |
| | $ | 64,029 | | $ | — | | $ | (3,217 | ) | $ | 60,812 | |
| |
|
| |
|
| |
|
| |
|
| |
49
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE B - INVESTMENT SECURITIES (continued)
The amortized cost and estimated fair value of investment securities as of June 30, 2007 and 2006, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities, because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| | 2007 | | 2006 | |
| |
| |
| |
| | Estimated fair value | | Amortized cost | | Estimated fair value | | Amortized cost | |
| |
|
| |
|
| |
|
| |
|
| |
| | (In thousands) | |
Available-for-sale | | | | | | | | | | | | | |
Within one year | | $ | 4,901 | | $ | 5,000 | | $ | — | | $ | — | |
One year through five years | | | 7,670 | | | 7,999 | | | 12,211 | | | 12,999 | |
| |
|
| |
|
| |
|
| |
|
| |
| | | 12,571 | | | 12,999 | | | 12,211 | | | 12,999 | |
Mortgage-backed securities | | | 727 | | | 734 | | | 1,079 | | | 1,104 | |
| |
|
| |
|
| |
|
| |
|
| |
Totals | | $ | 13,298 | | $ | 13,733 | | $ | 13,290 | | $ | 14,103 | |
| |
|
| |
|
| |
|
| |
|
| |
Held-to-maturity | | | | | | | | | | | | | |
Within one year | | $ | 8,747 | | $ | 8,850 | | $ | 1,982 | | $ | 2,000 | |
One year through five years | | | 25,275 | | | 25,999 | | | 33,153 | | | 34,847 | |
Five years through ten years | | | 4,940 | | | 5,000 | | | 4,791 | | | 4,998 | |
After ten years | | | 3,995 | | | 3,999 | | | 3,993 | | | 3,999 | |
| |
|
| |
|
| |
|
| |
|
| |
| | | 42,957 | | | 43,848 | | | 43,919 | | | 45,844 | |
Mortgage-backed securities | | | 14,878 | | | 15,758 | | | 16,893 | | | 18,185 | |
| |
|
| |
|
| |
|
| |
|
| |
Totals | | $ | 57,835 | | $ | 59,606 | | $ | 60,812 | | $ | 64,029 | |
| |
|
| |
|
| |
|
| |
|
| |
There were no sales of investment securities during the fiscal years ended June 30, 2007, 2006 or 2005.
50
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE B - INVESTMENT SECURITIES (continued)
The table below indicates the length of time individual securities have been in a continuous unrealized loss position at June 30, 2007 and 2006:
| | June 30, 2007 | |
| |
| |
| | Less than 12 months | | 12 months or longer | | Total | |
| |
| |
| |
| |
Description of securities | | Fair value | | Unrealized losses | | Fair value | | Unrealized losses | | Fair value | | Unrealized losses | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| | (Dollars in thousands) | |
U.S. Government agency securities | | $ | — | | $ | — | | $ | 55,528 | | $ | 1,319 | | $ | 55,528 | | $ | 1,319 | |
Mortgage-backed securities | | | — | | | — | | | 15,605 | | | 887 | | | 15,605 | | | 887 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total temporarily impaired securities | | $ | — | | $ | — | | $ | 71,133 | | $ | 2,206 | | $ | 71,133 | | $ | 2,206 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| | June 30, 2006 | |
| |
| |
| | Less than 12 months | | 12 months or longer | | Total | |
| |
| |
| |
| |
Description of securities | | Fair value | | Unrealized losses | | Fair value | | Unrealized losses | | Fair value | | Unrealized losses | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| | (Dollars in thousands) | |
U.S. Government agency securities | | $ | — | | $ | — | | $ | 56,130 | | $ | 2,713 | | $ | 56,130 | | $ | 2,713 | |
Mortgage-backed securities | | | 2,069 | | | 81 | | | 15,903 | | | 1,236 | | | 17,972 | | | 1,317 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Total temporarily impaired securities | | $ | 2,069 | | $ | 81 | | $ | 72,033 | | $ | 3,949 | | $ | 74,102 | | $ | 4,030 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Management has the intent and ability to hold these securities for the foreseeable future. The decline in the fair value is primarily due to an increase in market interest rates. The fair values are expected to recover as securities approach maturity dates.
51
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE C - LOANS RECEIVABLE
The composition of the loan portfolio at June 30 is as follows:
| | 2007 | | 2006 | |
| |
|
| |
|
| |
| | (In thousands) | |
Residential real estate | | | | | | | |
One- to four-family | | $ | 146,602 | | $ | 139,356 | |
Multi-family | | | 1,497 | | | 296 | |
Construction | | | 6,671 | | | 2,703 | |
Nonresidential real estate and land | | | 6,898 | | | 6,412 | |
Loans on deposits | | | 3,204 | | | 3,432 | |
Consumer and other | | | 4,290 | | | 5,211 | |
| |
|
| |
|
| |
| | | 169,162 | | | 157,410 | |
Less: | | | | | | | |
Undisbursed portion of loans in process | | | 2,176 | | | 1,169 | |
Deferred loan origination fees | | | 110 | | | 131 | |
Allowance for loan losses | | | 720 | | | 724 | |
| |
|
| |
|
| |
| | $ | 166,156 | | $ | 155,386 | |
| |
|
| |
|
| |
NOTE D - ALLOWANCE FOR LOAN LOSSES
The activity in the allowance for loan losses is summarized as follows for the years ended June 30:
| | 2007 | | 2006 | | 2005 | |
| |
|
| |
|
| |
|
| |
| | (In thousands) | |
Balance at beginning of year | | $ | 724 | | $ | 708 | | $ | 665 | |
Allowance of Frankfort First at acquisition | | | — | | | — | | | 133 | |
Provision for losses on loans | | | — | | | 32 | | | 53 | |
Charge-offs | | | (4 | ) | | (16 | ) | | (143 | ) |
| |
|
| |
|
| |
|
| |
Balance at end of year | | $ | 720 | | $ | 724 | | $ | 708 | |
| |
|
| |
|
| |
|
| |
As of June 30, 2007 and 2006, the allowance for loan losses is primarily general in nature, and, for the most part, is includible as a component of the Banks’ regulatory risk-based capital.
At June 30, 2007 and 2006, accruing loans delinquent 90 days or more totaled approximately $255,000 and $608,000, respectively. Nonaccrual loans at June 30, 2007 and 2006, were approximately $713,000 and $819,000, respectively.
52
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE E - OFFICE PREMISES AND EQUIPMENT
Office premises and equipment at June 30 are comprised of the following:
| | 2007 | | 2006 | |
| |
|
| |
|
| |
| | (In thousands) | |
Land | | $ | 830 | | $ | 830 | |
Buildings and improvements | | | 3,452 | | | 3,451 | |
Furniture and equipment | | | 1,201 | | | 1,145 | |
Automobiles | | | 27 | | | 27 | |
| |
|
| |
|
| |
| | | 5,510 | | | 5,453 | |
Less accumulated depreciation and amortization | | | 2,748 | | | 2,596 | |
| |
|
| |
|
| |
| | $ | 2,762 | | $ | 2,857 | |
| |
|
| |
|
| |
NOTE F - DEPOSITS
Deposits consist of the following major classifications at June 30:
| | | 2007 | | | 2006 | |
| |
|
| |
|
| |
| | (In thousands) | |
Non-interest bearing checking accounts | | $ | 745 | | $ | 730 | |
Checking accounts | | | 6,072 | | | 6,615 | |
Savings accounts | | | 34,091 | | | 39,459 | |
Money market demand deposits | | | 2,631 | | | 3,652 | |
| |
|
| |
|
| |
Total demand, transaction and passbook deposits | | | 43,539 | | | 50,456 | |
Certificates of deposit: | | | | | | | |
Original maturities of: | | | | | | | |
Less than 12 months | | | 5,355 | | | 6,378 | |
12 months to 36 months | | | 78,114 | | | 75,090 | |
More than 36 months | | | 12,885 | | | 9,314 | |
| |
|
| |
|
| |
Total certificates of deposit | | | 96,354 | | | 90,782 | |
| |
|
| |
|
| |
Total deposits | | $ | 139,893 | | $ | 141,238 | |
| |
|
| |
|
| |
At June 30, 2007 and 2006, the Banks had certificate of deposit accounts with balances equal to or in excess of $100,000 totaling approximately $27.2 million and $26.4 million, respectively.
53
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE F - DEPOSITS (continued)
Maturities of outstanding certificates of deposit at June 30 are summarized as follows:
| | 2007 | |
| |
|
| |
| | (In thousands) | |
2008 | | $ | 59,832 | |
2009 | | | 21,563 | |
2010 | | | 8,111 | |
2011 | | | 6,647 | |
2012 and thereafter | | | 201 | |
| |
|
| |
| | $ | 96,354 | |
| |
|
| |
NOTE G - ADVANCES FROM THE FEDERAL HOME LOAN BANK
Advances from the Federal Home Loan Bank, collateralized at June 30, 2007 and 2006 by pledges of certain residential mortgage loans totaling $82.3 million and $66.9 million, respectively, and the Banks’ investment in Federal Home Loan Bank stock, are summarized as follows:
Interest rate | | Maturing year ending June 30, | | 2007 | |
| |
|
| |
|
| |
| | | | | (In thousands) | |
3.68% - 6.35% | | | 2008 | | $ | 33,804 | |
5.02% - 7.35% | | | 2009 | | | 158 | |
5.96% - 6.86% | | | 2010 | | | 21,135 | |
5.80% - 6.22% | | | 2011 | | | 8,133 | |
6.90% | | | 2012 | | | 116 | |
5.75% | | | 2013 | | | 78 | |
6.15% - 6.95% | | | 2016 | | | 78 | |
6.30% - 6.35% | | | 2017 | | | 80 | |
6.20% | | | 2018 | | | 62 | |
6.20% | | | 2019 | | | 1 | |
| | | | |
|
| |
| | | | | | 63,645 | |
54
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE G - ADVANCES FROM THE FEDERAL HOME LOAN BANK (continued)
Premium assigned to borrowings in Frankfort First acquisition, net of amortization | | | 1,487 | |
| |
|
| |
| | $ | 65,132 | |
| |
|
| |
Weighted-average interest rate | | | 5.75 | % |
| |
|
| |
NOTE H - FEDERAL INCOME TAXES
Federal income taxes on earnings differs from that computed at the statutory corporate tax rate for the years ended June 30, 2007, 2006 and 2005, as follows:
| | 2007 | | 2006 | | 2005 | |
| |
|
| |
|
| |
|
| |
| | (In thousands) | |
Federal income taxes at the statutory rate | | $ | 443 | | $ | 786 | | $ | 850 | |
Increase (decrease) resulting primarily from: | | | | | | | | | | |
Cash surrender value of life insurance | | | (27 | ) | | (27 | ) | | (9 | ) |
Other | | | 1 | | | (36 | ) | | 31 | |
| |
|
| |
|
| |
|
| |
| | $ | 417 | | $ | 723 | | $ | 872 | |
| |
|
| |
|
| |
|
| |
The composition of the Company’s net deferred tax liability at June 30 is as follows:
| | 2007 | | 2006 | |
| |
|
| |
|
| |
| | (In thousands) | |
Taxes (payable) refundable on temporary differences at estimated corporate tax rate: | | | | | | | |
Deferred tax assets: | | | | | | | |
General loan loss allowance | | $ | 245 | | $ | 246 | |
Deferred loan origination fees | | | — | | | 47 | |
Deferred compensation and benefits | | | 210 | | | 40 | |
Charitable contributions | | | 13 | | | 14 | |
Purchase accounting adjustments | | | — | | | 202 | |
Unrealized losses on securities available for sale | | | 148 | | | 276 | |
| |
|
| |
|
| |
Total deferred tax assets | | | 616 | | | 825 | |
Deferred tax liabilities: | | | | | | | |
Federal Home Loan Bank stock dividends | | | (1,196 | ) | | (1,143 | ) |
Deferred loan origination costs | | | (6 | ) | | — | |
Purchase accounting adjustments | | | (155 | ) | | — | |
Book/tax depreciation | | | (189 | ) | | (166 | ) |
| |
|
| |
|
| |
Total deferred tax liabilities | | | (1,546 | ) | | (1,309 | ) |
| |
|
| |
|
| |
Net deferred tax liability | | $ | (930 | ) | $ | (484 | ) |
| |
|
| |
|
| |
55
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE H - FEDERAL INCOME TAXES (continued)
Prior to 1997, the Banks were allowed a special bad debt deduction, generally limited to 8% of otherwise taxable income, and subject to certain limitations based on aggregate loans and deposit account balances at the end of the year. If the amounts that qualified as deductions for federal income taxes are later used for purposes other than bad debt losses, including distributions in liquidation, such distributions will be subject to federal income taxes at the then current corporate income tax rate. Retained earnings at June 30, 2007, include approximately $5.4million for which federal income taxes have not been provided. The amount of unrecognized deferred tax liability relating to the cumulative bad debt deduction was approximately$1.8 million at June 30, 2007.
NOTE I - LOAN COMMITMENTS
The Banks are a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of their customers, including commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the consolidated statements of financial condition. The contract or notional amounts of the commitments reflect the extent of the Banks’ involvement in such financial instruments.
The Banks’ exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Banks use the same credit policies in making commitments and conditional obligations as those utilized for on-balance-sheet instruments.
At June 30, 2007 and 2006, the Banks had outstanding commitments of approximately $1.8 million and $1.0 million, respectively, to originate loans. Additionally, First Federal of Frankfort was obligated under unused lines of credit for equity loans totaling $9.7 million and $9.8 million at the end of fiscal years 2007 and 2006, respectively. In the opinion of the Banks’ management, all loan commitments equaled or exceeded prevalent market interest rates as of June 30, 2007, and will be funded from normal cash flow from operations.
From time to time balances with correspondent banks may exceed the FDIC $100,000 insurable limit.
NOTE J – REORGANIZATION AND BUSINESS COMBINATION
On July 14, 2004, the Board of Directors of First Federal of Hazard (the “Association”) adopted a Plan of Reorganization (the “Plan” or the “Reorganization”) pursuant to which the Association would reorganize into the mutual holding company form of ownership with the incorporation of a stock holding company, Kentucky First Federal Bancorp (the “Company”) as parent of the Association. Coincident with the Reorganization, the Association would convert to the stock form of ownership, followed by the issuance of all the Association’s outstanding stock to Kentucky First Federal Bancorp. On March 2, 2005, the Plan of Reorganization was completed with Kentucky First Federal Bancorp issuing 4,727,938 common shares, or 55% of its common shares, to First Federal Mutual Holding Company (“First Federal MHC”), a federally chartered mutual holding company, with 2,127,842 common shares, or 24.8% of its shares
56
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE J – REORGANIZATION AND BUSINESS COMBINATION (continued)
offered for sale at $10.00 per share to the public and a newly formed Employee Stock Ownership Plan (“ESOP”). The Company received net cash proceeds of $12.7 million from the public sale of its common shares. The Company’s remaining 1,740,740 common shares were issued as part of the $31.4 million cash and stock consideration paid for 100% of the common shares of Frankfort First and its wholly-owned subsidiary, First Federal of Frankfort (“Frankfort First Federal”). The acquisition was accounted for using the purchase method of accounting and resulted in the recordation of goodwill and other intangible assets totaling $15.4 million. In accordance with the purchase method of accounting, the Company’s results of operations and cash flows for the fiscal year ended June 30, 2005 only reflect Frankfort First’s results for the four month period ended June 30, 2005.
Presented below are the Company’s pro-forma condensed consolidated statements of earnings which have been prepared as if the acquisition had been consummated as of the beginning of the year ended June 30, 2005.
| | 2005 | |
| |
|
| |
Total interest income | | $ | 12,784 | |
Total interest expense | | | 5,731 | |
| |
|
| |
Net interest income | | | 7,053 | |
Provision for losses on loans | | | 105 | |
Other income | | | 802 | |
General, administrative and other expense | | | 3,884 | |
| |
|
| |
Earnings before income taxes | | | 3,866 | |
Federal income taxes | | | 1,150 | |
| |
|
| |
Net earnings | | $ | 2,716 | |
| |
|
| |
NOTE K - REGULATORY CAPITAL
The Banks are subject to minimum regulatory capital standards promulgated by the Office of Thrift Supervision (the “OTS”). Failure to meet minimum capital requirements can initiate certain mandatory -- and possibly additional discretionary -- actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Banks must meet specific capital guidelines that involve quantitative measures of the Banks’ assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Banks’ capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
The minimum capital standards of the OTS generally require the maintenance of regulatory capital sufficient to meet each of three tests, hereinafter described as the tangible capital requirement, the core capital requirement and the risk-based capital requirement. The tangible capital requirement provides for minimum tangible capital (defined as shareholders’ equity less all intangible assets) equal to 1.5% of adjusted total assets. The core capital requirement provides for minimum core capital (tangible capital plus certain forms of supervisory goodwill and other qualifying intangible assets) generally equal to 4.0%
57
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE K - REGULATORY CAPITAL (continued)
of adjusted total assets, except for those associations with the highest examination rating and acceptable levels of risk. The risk-based capital requirement provides for the maintenance of core capital plus general loss allowances equal to 8.0% of risk-weighted assets. In computing risk-weighted assets, the Banks multiply the value of each asset on their respective statements of financial condition by a defined risk-weighting factor, e.g., one- to four-family residential loans carry a risk-weighted factor of 50%.
During fiscal 2007, the Banks were notified by the OTS that each was categorized as “well-capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes has changed the Banks’ categories. To be categorized as “well-capitalized” the Banks must maintain minimum capital ratios as set forth in the following tables:
| As of June 30, 2007 |
|
|
| Actual | | For capital adequacy purposes | | To be “well- capitalized” under prompt corrective action provisions |
|
| |
| |
|
| Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
|
| |
| |
| |
| |
| |
|
| (Dollars in thousands) |
Tangible capital | | | | | | | | | | | |
First Federal of Hazard | $25,056 | | 20.1% | | >$1,868 | | >1.5% | | >$6,227 | | > 5.0% |
First Federal of Frankfort | $17,092 | | 13.2% | | >$1,938 | | >1.5% | | >$6,461 | | > 5.0% |
Core capital | | | | | | | | | | | |
First Federal of Hazard | $25,056 | | 20.1% | | >$4,982 | | >4.0% | | >$7,472 | | > 6.0% |
First Federal of Frankfort | $17,092 | | 13.2% | | >$5,168 | | >4.0% | | >$7,753 | | > 6.0% |
Risk-based capital | | | | | | | | | | | |
First Federal of Hazard | $25,565 | | 62.8% | | >$3,259 | | >8.0% | | >$4,074 | | >10.0% |
First Federal of Frankfort | $17,225 | | 24.6% | | >$5,606 | | >8.0% | | >$7,008 | | >10.0% |
| As of June 30, 2006 |
|
|
| Actual | | For capital adequacy purposes | | To be “well- capitalized” under prompt corrective action provisions |
|
| |
| |
|
| Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
|
| |
| |
| |
| |
| |
|
| (Dollars in thousands) |
Tangible capital | | | | | | | | | | | |
First Federal of Hazard | $26,232 | | 21.9% | | >$1,799 | | >1.5% | | >$5,996 | | > 5.0% |
First Federal of Frankfort | $17,283 | | 13.3% | | >$1,949 | | >1.5% | | >$6,497 | | > 5.0% |
Core capital | | | | | | | | | | | |
First Federal of Hazard | $26,232 | | 21.9% | | >$4,797 | | >4.0% | | >$7,196 | | > 6.0% |
First Federal of Frankfort | $17,283 | | 13.3% | | >$5,197 | | >4.0% | | >$7,796 | | > 6.0% |
Risk-based capital | | | | | | | | | | | |
First Federal of Hazard | $26,675 | | 75.4% | | >$2,831 | | >8.0% | | >$3,539 | | >10.0% |
First Federal of Frankfort | $17,416 | | 25.0% | | >$5,583 | | >8.0% | | >$6,979 | | >10.0% |
58
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE K - REGULATORY CAPITAL (continued)
As of June 30, 2007 and 2006, management believes that First Federal of Hazard and First Federal of Frankfort met all capital adequacy requirements to which the Banks were subject.
The Banks’ management believes that, under the current regulatory capital regulations, both Banks will continue to meet their minimum capital requirements in the foreseeable future. However, events beyond the control of the Banks, such as increased interest rates or a downturn in the economy in the Banks’ market area, could adversely affect future earnings and, consequently, the ability to meet future minimum regulatory capital requirements.
Regulations of the OTS governing mutual holding companies permit First Federal MHC to waive the receipt by it of any common stock dividend declared by Kentucky First Federal Bancorp, provided the OTS does not object to such waiver. Pursuant to these provisions, First Federal MHC waived $1.9 million in dividends during the fiscal year ended June 30, 2007.
59
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE L - CONDENSED FINANCIAL STATEMENTS OF KENTUCKY FIRST FEDERAL BANCORP
The following condensed financial statements summarize the financial position of Kentucky First Federal Bancorp as of June 30, 2007 and 2006, and the results of its operations and its cash flows for the fiscal years ended June 30, 2007, 2006 and 2005.
KENTUCKY FIRST FEDERAL BANCORP
STATEMENTS OF FINANCIAL CONDITION
June 30, 2007 and 2006
(In thousands)
| | 2007 | | 2006 | |
| |
|
| |
|
| |
ASSETS | | | | | | | |
Interest-bearing deposits in First Federal of Hazard | | $ | 1,006 | | $ | 1,758 | |
Interest-bearing deposits in First Federal of Frankfort | | | 62 | | | 41 | |
Other interest-bearing deposits | | | 71 | | | — | |
Investment in First Federal of Hazard | | | 27,794 | | | 28,940 | |
Investment in Frankfort First | | | 32,202 | | | 32,481 | |
Prepaid expenses and other assets | | | 698 | | | 704 | |
| |
|
| |
|
| |
Total assets | | $ | 61,833 | | $ | 63,924 | |
| |
|
| |
|
| |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
Accounts payable and other liabilities | | $ | 138 | | $ | 43 | |
Loan from Frankfort First Bancorp, Inc. | | | 250 | | | — | |
| |
|
| |
|
| |
Total liabilities | | | 388 | | | 43 | |
Shareholders’ equity | | | | | | | |
Common stock | | | 86 | | | 86 | |
Additional paid-in capital | | | 35,459 | | | 36,769 | |
Retained earnings | | | 32,291 | | | 32,761 | |
Shares acquired by stock benefit plans | | | (3,013 | ) | | (4,739 | ) |
Shares acquired for treasury – at cost | | | (3,091 | ) | | (460 | ) |
Accumulated other comprehensive loss | | | (287 | ) | | (536 | ) |
| |
|
| |
|
| |
Total shareholders’ equity | | | 61,445 | | | 63,881 | |
| |
|
| |
|
| |
Total liabilities and shareholders’ equity | | $ | 61,833 | | $ | 63,924 | |
| |
|
| |
|
| |
60
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE L - CONDENSED FINANCIAL STATEMENTS OF KENTUCKY FIRST FEDERAL BANCORP (continued)
KENTUCKY FIRST FEDERAL BANCORP
STATEMENTS OF EARNINGS
Years ended June 30, 2007, 2006 and 2005
(In thousands)
| | 2007 | | 2006 | | 2005 | |
| |
|
| |
|
| |
|
| |
Revenue | | | | | | | | | | |
Interest income | | $ | 182 | | $ | 210 | | $ | 71 | |
Dividends from First Federal of Hazard | | | 1,975 | | | 3,114 | | | 1,000 | |
Equity in undistributed (excess distributed) earnings of First Federal of Hazard | | | (1,488 | ) | | (2,343 | ) | | 352 | |
Dividends from Frankfort First Bancorp, Inc. | | | 1,037 | | | — | | | — | |
Equity in undistributed (excess distributed) earnings of Frankfort First Bancorp, Inc. | | | (321 | ) | | 989 | | | 369 | |
| |
|
| |
|
| |
|
| |
Total revenue | | | 1,385 | | | 1,970 | | | 1,792 | |
General and administrative expenses | | | 662 | | | 492 | | | 171 | |
| |
|
| |
|
| |
|
| |
Earnings before income tax credits | | | 723 | | | 1,478 | | | 1,621 | |
Federal income taxes (credits) | | | (162 | ) | | (110 | ) | | (8 | ) |
| |
|
| |
|
| |
|
| |
NET EARNINGS | | $ | 885 | | $ | 1,588 | | $ | 1,629 | |
| |
|
| |
|
| |
|
| |
KENTUCKY FIRST FEDERAL BANCORP
STATEMENTS OF CASH FLOWS
For Years ended June 30, 2007, 2006 and 2005
(In thousands)
| | 2007 | | 2006 | | 2005 | |
| |
|
| |
|
| |
|
| |
Cash flows from operating activities: | | | | | | | | | | |
Net earnings for the year | | $ | 885 | | $ | 1,588 | | $ | 1,629 | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | | | | | | | | |
Excess distributions from consolidated subsidiary | | | 1,809 | | | 1,354 | | | 871 | |
Noncash compensation expense | | | 613 | | | 269 | | | | |
Increase (decrease) in cash due to changes in: | | | | | | | | | | |
Prepaid expenses and other assets | | | 6 | | | (173 | ) | | (531 | ) |
Other liabilities | | | 119 | | | (142 | ) | | 322 | |
| |
|
| |
|
| |
|
| |
Net cash provided by operating activities | | | 3,432 | | | 2,896 | | | 2,291 | |
Cash flows used in investing activities: | | | | | | | | | | |
Shares acquired by ESOP | | | — | | | — | | | (3,370 | ) |
61
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE L - CONDENSED FINANCIAL STATEMENTS OF KENTUCKY FIRST FEDERAL BANCORP (continued)
KENTUCKY FIRST FEDERAL BANCORP
STATEMENTS OF CASH FLOWS (continued)
For Years ended June 30, 2007, 2006 and 2005
(In thousands)
Cash flows provided by (used in) financing activities: | | | | | | | | | | |
Dividends paid on common stock | | | (1,355 | ) | | (1,546 | ) | | (353 | ) |
Purchase of shares for benefit plans | | | — | | | (1,547 | ) | | | |
Repurchase of treasury shares | | | (2,737 | ) | | (460 | ) | | | |
Cash proceeds from issuance of common stock | | | — | | | — | | | 16,090 | |
Net cash paid in the acq. of Frankfort First Bancorp, Inc. | | | — | | | — | | | (12,202 | ) |
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) financing activities | | | (4,092 | ) | | (3,553 | ) | | 3,535 | |
| |
|
| |
|
| |
|
| |
Net increase (decrease) in cash and cash equivalents | | | (660 | ) | | (657 | ) | | 2,456 | |
Cash and cash equivalents at beginning of year | | | 1,799 | | | 2,456 | | | — | |
| |
|
| |
|
| |
|
| |
Cash and cash equivalents at end of year | | $ | 1,139 | | $ | 1,799 | | $ | 2,456 | |
| |
|
| |
|
| |
|
| |
The Banks are subject to regulations imposed by the OTS regarding the amount of capital distributions payable to the Company. Generally, the Banks’ payments of dividends is limited, without prior OTS approval, to net earnings for the current calendar year plus the two preceding calendar years, less capital distributions paid over the comparable time period. Insured institutions are required to file an application with the OTS for capital distributions in excess of this limitation.
NOTE M – STOCK REPURCHASE PROGRAM
On March 12, 2007, the Board of Directors authorized the purchase of up to 150,000 shares of the Company’s stock. The program is expected to be completed within one year, and the shares repurchased will be held as treasury stock. Repurchases will be effected through open market purchases or unsolicited privately negotiated transactions. The stock repurchase program will be dependent on market conditions and there is no guarantee as to the exact number of shares that the Company will repurchase.
62
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE N – QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following table summarized the Company’s quarterly results for the fiscal years ended June 30, 2007 and 2006. Certain amounts, as previously reported, have been reclassified to conform to the 2007 presentation.
| | Three Months Ended | |
| |
| |
| | September 30, 2006 | | December 31, 2006 | | March 31, 2007 | | June 30, 2007 | |
| |
|
| |
|
| |
|
| |
|
| |
| | (In thousands, except per share data) | |
2007: | | | | | | | | | | | | | |
Total interest income | | $ | 3,217 | | $ | 3,191 | | $ | 3,251 | | $ | 3,289 | |
Total interest expense | | | 1,789 | | | 1,863 | | | 1,926 | | | 2,009 | |
| |
|
| |
|
| |
|
| |
|
| |
Net interest income | | | 1,428 | | | 1,328 | | | 1,325 | | | 1,280 | |
Provision for losses on loans | | | — | | | — | | | — | | | — | |
Gain (loss) on sale of assets | | | (10 | ) | | 7 | | | 6 | | | 1 | |
Other income | | | 46 | | | 40 | | | 45 | | | 39 | |
General, administrative and other expense | | | 1,118 | | | 1,077 | | | 1,067 | | | 971 | |
| |
|
| |
|
| |
|
| |
|
| |
Earnings before income taxes | | | 346 | | | 298 | | | 309 | | | 349 | |
Federal income taxes | | | 112 | | | 94 | | | 98 | | | 113 | |
| |
|
| |
|
| |
|
| |
|
| |
Net earnings | | $ | 234 | | $ | 204 | | $ | 211 | | $ | 236 | |
| |
|
| |
|
| |
|
| |
|
| |
Earnings per share | | | | | | | | | | | | | |
Basic | | $ | 0.03 | | $ | 0.03 | | $ | 0.02 | | $ | 0.03 | |
| |
|
| |
|
| |
|
| |
|
| |
Diluted | | $ | 0.03 | | $ | 0.03 | | $ | 0.02 | | $ | 0.03 | |
| |
|
| |
|
| |
|
| |
|
| |
63
KENTUCKY FIRST FEDERAL BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
June 30, 2007, 2006 and 2005
NOTE N – QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (continued)
| | Three Months Ended | |
| |
| |
| | September 30, 2005 | | December 31, 2005 | | March 31, 2006 | | June 30, 2006 | |
| |
|
| |
|
| |
|
| |
|
| |
| | (In thousands, except per share data) | |
2006: | | | | | | | | | | | | | |
Total interest income | | $ | 3,208 | | $ | 3,186 | | $ | 3,177 | | $ | 3,138 | |
Total interest expense | | | 1,529 | | | 1,502 | | | 1,574 | | | 1,622 | |
| |
|
| |
|
| |
|
| |
|
| |
Net interest income | | | 1,679 | | | 1,684 | | | 1,603 | | | 1,516 | |
Provision for losses on loans | | | 14 | | | 10 | | | 8 | | | — | |
Gain (loss) on sale of assets | | | 15 | | | 13 | | | — | | | 14 | |
Other income | | | 44 | | | 50 | | | 64 | | | 16 | |
General, administrative and other expense | | | 1,020 | | | 1,066 | | | 1,200 | | | 1,069 | |
| |
|
| |
|
| |
|
| |
|
| |
Earnings before income taxes | | | 704 | | | 671 | | | 459 | | | 477 | |
Federal income taxes | | | 213 | | | 222 | | | 135 | | | 153 | |
| |
|
| |
|
| |
|
| |
|
| |
Net earnings | | $ | 491 | | $ | 449 | | $ | 324 | | $ | 324 | |
| |
|
| |
|
| |
|
| |
|
| |
Earnings per share | | | | | | | | | | | | | |
Basic | | $ | 0.06 | | $ | 0.05 | | $ | 0.04 | | $ | 0.04 | |
| |
|
| |
|
| |
|
| |
|
| |
Diluted | | $ | 0.06 | | $ | 0.05 | | $ | 0.04 | | $ | 0.04 | |
| |
|
| |
|
| |
|
| |
|
| |
64
The Board of Kentucky First Federal Bancorp would like to recognize our employees who are working hard every day to maximize the value of your investment:
First Federal Savings & Loan of Hazard | | First Federal Savings Bank of Frankfort |
| |
|
Deborah Bersaglia, Assistant | | Mindy Abbott, Customer Service |
Vice President/Lending/Collection | | Wick Asbury, Lending |
Phyllis Campbell, Customer Service | | Brenda Baldwin, Accounting |
Sandy Craft, Customer Service | | Stan Betsworth, Vice President/Lending |
Lou Ella R. Farler, Assistant Vice | | Phyllis Bowman, Loan Servicing |
President/Data Processing | | Lisa Brinley, Branch Manager |
Deloris S. Justice, Accounting Assistant | | Andrea Cline, Customer Service |
Velma Kelly, Customer Service | | Carolyn Eades, Customer Service |
Kaye C. Lewis, Treasurer | | Diana Eads, Customer Service |
Brenda Lovelace, Customer Service | | Stacey Greenawalt, Lending |
Fred Skaggs, Vice President/Lending | | Barry Holder, Customer Service |
Peggy Hopper Steele, Receptionist/Loan | | Clay Hulette, President/Treasurer |
Processing | | Don D. Jennings, Chief Executive Officer |
Molly Ann E. Toler, Asst. Vice President | | Teresa A. Kuhl, Executive Vice President/ |
Teller Operations | | Operations/Human Resources |
Tony Whitaker, President | | Janet Lewis, Branch Manager |
| | Patty Luttrell, Loan Processing/Compliance |
| | Carla McMillen, Customer Service |
| | Kim Moore, Head Teller |
| | Carolyn Mulcahy, Accounting |
| | Jeannie Murphy, Customer Service |
| | David Semones, Loan Processing |
| | Sandy Stover, Receptionist |
| | Melissa Thompson, Administrative Assistant |
| | Yvonne Thornberry, Loan Processing/ |
| | Servicing |
| | Nancy Watts, Customer Service/Insurance |
| | Processing |
65
Kentucky First Federal Bancorp | | First Federal Savings and Loan Association of Hazard | | First Federal Savings Bank of Frankfort |
| |
| |
|
Board of Directors | | Board of Directors | | Board of Directors |
| | | | |
Stephen G. Barker, Attorney and | | Stephen G. Barker | | Charles A. Cotton, III |
Assistant General Counsel to the | | Walter G. Ecton, Jr. | | C. Michael Davenport |
Kentucky River Properties, LLC | | William D. Gorman | | Danny A. Garland |
Walt Ecton, Attorney | | Lewis A. Hopper*, Chairman | | David R. Harrod |
William D. Gorman, Mayor of | | Tony Whitaker | | Don D. Jennings |
the City of Hazard | | | | William C. Jennings, Chairman |
David R. Harrod C.P.A. and | | | | William M. Johnson |
principal of Harrod and | | *Mr. Hopper passed away on | | Frank McGrath |
Associates, P.S.C. | | August 13, 2007 | | |
Don D. Jennings, President, | | | | |
Kentucky First Federal Bancorp | | | | |
Herman D. Regan, Jr., Retired | | | | |
President of Kenvirons, Inc. | | | | |
Tony Whitaker, Chairman of | | | | |
Kentucky First Federal Bancorp | | | | |
| | Office Locations | | |
| | | | First Federal of Frankfort |
| | | | East Branch |
First Federal of Hazard | | First Federal of Frankfort | | 1980 Versailles Road |
Main Office | | Main Office | | Frankfort, KY 40601 |
479 Main Street | | 216 West Main Street | | |
P.O. Box 1069 | | P.O. Box 535 | | First Federal of Frankfort |
Hazard, KY 41702-1069 | | Frankfort, KY 40602-0535 | | West Branch |
| | | | 1220 US 127 South |
| | | | Frankfort, KY 40601 |
| | | | |
Chairman and CEO | | | | Shareholder Inquiries and |
Tony Whitaker | | Special Counsel | | Availability of 10-K Report: A |
(606) 436-3860 | | Muldoon, Murphy and | | COPY OF THE COMPANY’S |
firstfederal@windstream.net | | Aguggia LLP | | ANNUAL REPORT ON FORM |
| | 5101 Wisconsin Ave, NW | | 10-K FOR THE YEAR ENDED |
| | Washington, DC 20016 | | JUNE 30, 2007, AS FILED |
Investor Relations | | | | WITH THE SECURITIES AND |
Don Jennings | | Transfer Agent and Registrar | | EXCHANGE COMMISSION |
Djenni7474@aol.com | | Illinois Stock Transfer Company | | WILL BE FURNISHED |
| | 209 W Jackson Blvd, Ste 903 | | WITHOUT CHARGE TO |
Clay Hulette | | Chicago, IL 60606-6905 | | SHAREHOLDERS AS OF THE |
rchulette@hotmail.com | | (312) 427-2953 | | RECORD DATE FOR THE |
| | | | NOVEMBER 13, 2007 |
(502) 223-1638 | | Annual Meeting | | ANNUAL MEETING UPON |
P.O. Box 535 | | The Annual Meeting of Share- | | WRITTEN REQUEST TO: |
Frankfort, KY 40602 | | holders will be held on | | |
| | November 13, 2007 at | | INVESTOR RELATIONS |
Independent Auditors | | 3:30 p.m., Eastern Time, at | | KENTUCKY FIRST |
BKD, LLP | | the First Federal Center on the | | FEDERAL BANCORP |
312 Walnut Street, Suite 3000 | | campus of Hazard Community | | P.O. BOX 535 |
Cincinnati, OH 45202 | | and Technical College, One | | FRANKFORT, KY 40602 |
| | Community College Blvd, | | |
| | Hazard, KY | | |
66