Loaded from persisted store.
Threads
All Filings
SEC Comment Letters
Company Responses
Letter Text
Kentucky First Federal Bancorp
Awaiting Response
0 company response(s)
High
Kentucky First Federal Bancorp
Response Received
1 company response(s)
High - file number match
↓
Company responded
2026-02-10
Kentucky First Federal Bancorp
References: January 22, 2026
Kentucky First Federal Bancorp
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2010-06-09
Kentucky First Federal Bancorp
Filing - SEC Comment Letter to Kentucky First Federal Bancorp
UPLOAD · 2010-06-09
Generating summary...
Kentucky First Federal Bancorp
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2010-06-09
Kentucky First Federal Bancorp
References: February 17, 2010 | March 3, 2010
Kentucky First Federal Bancorp
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2010-04-21
Kentucky First Federal Bancorp
References: April 7, 2010 | February 17,
2010 | February 17, 2010
Filing - Correspondence from Kentucky First Federal Bancorp
CORRESP · 2010-04-21
Generating summary...
Kentucky First Federal Bancorp
Response Received
1 company response(s)
Medium - date proximity
SEC wrote to company
2010-02-17
Kentucky First Federal Bancorp
Filing - SEC Comment Letter to Kentucky First Federal Bancorp
UPLOAD · 2010-02-17
Generating summary...
↓
Company responded
2010-03-03
Kentucky First Federal Bancorp
References: February 17, 2010
Filing - Correspondence from Kentucky First Federal Bancorp
CORRESP · 2010-03-03
Generating summary...
Kentucky First Federal Bancorp
Response Received
2 company response(s)
High - file number match
Company responded
2005-01-04
Kentucky First Federal Bancorp
Filing - Correspondence from Kentucky First Federal Bancorp
CORRESP · 2005-01-04
Generating summary...
↓
Company responded
2005-01-06
Kentucky First Federal Bancorp
Filing - Correspondence from Kentucky First Federal Bancorp
CORRESP · 2005-01-06
Generating summary...
↓
Kentucky First Federal Bancorp
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2005-04-06
Kentucky First Federal Bancorp
Filing - SEC Comment Letter to Kentucky First Federal Bancorp
UPLOAD · 2005-04-06
Generating summary...
Kentucky First Federal Bancorp
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2005-04-06
Kentucky First Federal Bancorp
Filing - SEC Comment Letter to Kentucky First Federal Bancorp
UPLOAD · 2005-04-06
Generating summary...
Kentucky First Federal Bancorp
Orphan - no UPLOAD in window
1 company response(s)
Low - unmatched response
Company responded
2004-11-04
Kentucky First Federal Bancorp
Filing - Correspondence from Kentucky First Federal Bancorp
CORRESP · 2004-11-04
Generating summary...
Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-02-11 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | 000-51176 | Read Filing View |
| 2026-02-10 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2026-01-27 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | 000-51176 | Read Filing View |
| 2010-06-09 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2010-06-09 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2010-04-21 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2010-03-03 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2010-02-17 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2005-04-06 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2005-04-06 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2005-04-06 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2005-01-06 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2005-01-04 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2004-11-04 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-02-11 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | 000-51176 | Read Filing View |
| 2026-01-27 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | 000-51176 | Read Filing View |
| 2010-06-09 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2010-06-09 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2010-02-17 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2005-04-06 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2005-04-06 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2005-04-06 | SEC Comment Letter | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2026-02-10 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2010-04-21 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2010-03-03 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2005-01-06 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2005-01-04 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
| 2004-11-04 | Company Response | Kentucky First Federal Bancorp | N/A | N/A | Read Filing View |
2026-02-11 - UPLOAD - Kentucky First Federal Bancorp File: 000-51176
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> February 11, 2026 Tyler Eades Vice President and Chief Financial Officer Kentucky First Federal Bancorp 655 Main Street Hazard, KY 41702 Re: Kentucky First Federal Bancorp Form 10-K for the Fiscal Year Ended June 30, 2025 File No. 000-51176 Dear Tyler Eades: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Sincerely, Division of Corporation Finance Office of Finance cc: Clay Hulette (CEO) </TEXT> </DOCUMENT>
2026-02-10 - CORRESP - Kentucky First Federal Bancorp
CORRESP 1 filename1.htm February 10, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, DC 20549 Attention: Ms. Cara Lubit and Mr. Robert Klein Re: Kentucky First Federal Bancorp Form 10-K for the Fiscal Year Ended June 30, 2025 File No. 000-51176 Dear Ms. Lubit and Mr. Klein: On behalf of Kentucky First Federal Bancorp (the "Company"), we submit this letter in response to the comment received from the staff of the Division of Corporation Finance (the "Staff") of the U.S. Securities and Exchange Commission, by letter dated January 22, 2026 (the "Comment Letter"), with respect to the above-referenced filing. For the convenience of the Staff's review, the comment contained in the Comment Letter has been restated below and the Company's response has been included immediately under the restated comment. Form 10-K for the Fiscal Year Ended June 30, 2025 Exhibit 13: Annual Report to Stockholders for the Fiscal Year Ended June 30, 2025 Liquidity and Capital Resources, page 23 Comment 1 : 1. We note your disclosure, here and on page 16, that deposit inflows are a primary source of funds. We also note your disclosure that First Federal of Kentucky entered into a formal written agreement with the OCC and that the OCC has imposed individual minimum capital requirements. To the extent that these items remain in place, please revise your future filings, here or elsewhere as appropriate, to clarify whether they affect the ability of any of your entities to be considered well-capitalized, regardless of actual capital levels. If so, disclosure whether you have any restrictions on or waiver requirements for rolling brokered deposits, and quantify any related impact for the periods presented. Response to Comment 1 : In response to the Staff's comment, while the Company acknowledges that the OCC has imposed individual minimum capital requirements on its indirect subsidiary, First Federal of Kentucky (the "Bank"), the Bank has not been designated as "less than well capitalized" and has maintained capital levels in excess of the noted individual minimum capital requirements. As such there have been no restrictions or waiver requirements imposed on the Bank for rolling brokered deposits or other types of wholesale deposits. Nevertheless, pursuant to the Staff's comment, to the extent that these items remain in place, the Company will revise its future filings in all appropriate circumstances to clarify whether the formal written agreement with the OCC and the OCC's imposition of individual minimum capital ratios affect the ability of any of the Company's entities to be considered well-capitalized, regardless of actual capital levels, and if so, the Company will disclose whether it has any restrictions on or waiver requirements for rolling brokered deposits and will quantify any related impact for the periods presented. If you have any questions or further comments regarding this correspondence, please contact the undersigned at 502.223.1638 or tyler.eades@ffsbky.bank. Sincerely, /s/ Tyler Eades Tyler Eades Vice President and Chief Financial Officer
2026-01-27 - UPLOAD - Kentucky First Federal Bancorp File: 000-51176
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> January 22, 2026 Tyler Eades Vice President and Chief Financial Officer Kentucky First Federal Bancorp 655 Main Street Hazard, KY 41702 Re: Kentucky First Federal Bancorp Form 10-K for the Fiscal Year Ended June 30, 2025 File No. 000-51176 Dear Tyler Eades: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended June 30, 2025 Exhibit 13: Annual Report to Stockholders for the Fiscal Year Ended June 30, 2025 Liquidity and Capital Resources, page 23 1. We note your disclosure, here and on page 16, that deposit inflows are a primary source of funds. We also note your disclosure that First Federal of Kentucky entered into a formal written agreement with the OCC and that the OCC has imposed individual minimum capital requirements. To the extent that these items remain in place, please revise your future filings, here or elsewhere as appropriate, to clarify whether they affect the ability of any of your entities to be considered well-capitalized, regardless of actual capital levels. If so, disclose whether you have any restrictions on or waiver requirements for rolling brokered deposits, and quantify any related impact for the periods presented. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. January 22, 2026 Page 2 Please contact Cara Lubit at 202-551-5909 or Robert Klein at 202-551-3847 with any questions. Sincerely, Division of Corporation Finance Office of Finance </TEXT> </DOCUMENT>
2010-06-09 - UPLOAD - Kentucky First Federal Bancorp
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
April 7, 2010
By U.S. Mail and Facsimile to (502) 223-7136
R. Clay Hulette Vice President, Chief Financial Officer and Treasurer Kentucky First Federal Bancorp 479 Main Street Hazard, Kentucky 41702
Re: Kentucky First Federal Bancorp
Form 10-K for the Fiscal Year Ended June 30, 2008
File No. 0-51176
Dear Mr. Hulette:
We have reviewed your response letter dated March 3, 2010 and have the
following comments. Where indicated, we think you should revise your future documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Statement of Financial Condition
Loans, page 11
1. We note your response to comment #2 to our letter dated February 17, 2010 and the fact that Borrower B requested to make interest only payments for a period of time. Please tell us the following concerning this borrower:
R. Clay Hulette
Kentucky First Federal Bancorp April 7, 2010 Page 2
• whether or not you granted the request to make interest-only payments for a
period of time;
• if you did grant the request to allow interest-only payments, the specific period of time for which the interest-only payments were granted, if the borrower has returned to paying principal plus interest as of the most recent date and whether or not you expect to collect all contractual amounts due;
• whether or not there were any other modifications of the terms of the debt; and
• whether or not you considered this to be a troubled debt restructuring. If you did determine this was a troubled debt restructuring please tell us and revise future filings to discuss the impact.
2. We note your response to comment #4 to our letter dated February 17, 2010. Please specifically tell us, and revise future filings to disclose how frequently you obtain updated appraisals for your collateral dependent loans. If this policy varies by loan type please disclose that also. Describe any adjustments you make to the appraised values, including those made as a result of outdated appraisals. Discuss how you consider the potential for outdated appraisal values in your determination of the allowance for loan losses.
* * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please submit your response letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments. You may contact William Schroeder, Staff Accountant, at (202) 551-3294, or
David Irving, Senior Accountant, at (202) 551-3321 if you have any questions regarding
accounting-related comments. For all other questions, contact Gregory Dundas, Attorney-Adviser, at (202) 551-3436 or me at (202) 551-3419.
Sincerely,
Christian Windsor Special Counsel
2010-04-21 - CORRESP - Kentucky First Federal Bancorp
CORRESP
1
filename1.htm
Unassociated Document
April 21,
2010
Mr.
Christian Windsor
Division
of Corporation Finance
United
States Securities and Exchange Commission
450 Fifth
Street, N.W.
Washington,
D.C. 20549
Re:
Kentucky
First Federal Bancorp
Form 10-K for the Fiscal Year Ended
June 30, 2009
File No. 0-51176
Dear Mr.
Windsor:
This
letter is in response to your letter dated April 7, 2010, in which you provide
comments pursuant to your review of the above-referenced filing of Kentucky
First Federal Bancorp (“KFFB”) and your request for our response to those
comments.
Our
response will be provided in the same format as outlined in your letter and is
as follows:
Form 10-K for the year ended
June 30, 2009
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations
Statement of Financial
Condition
Loans, page
11
1.
We
note your response to comment #2 to our letter dated February 17, 2010 and
the fact that Borrower B requested to make interest only payments for a
period of time. Please tell us the following concerning this
borrower:
Christian
Windsor
Securities
and Exchange Commission
April 21,
2010
Page
2
Item 1
comment (continued):
·
whether
or not you granted the request to make interest-only payments for a period
of time;
·
if
you did grant the request to allow interest-only payments, the specific
period of time for which the interest-only payments were granted, if the
borrower has returned to paying principal plus interest as of the most
recent date and whether or not you expect to collect all contractual
amounts due;
·
whether
or not there were any other modifications of the terms of the debt;
and
·
whether
or not you considered this to be a troubled debt
restructuring. If you did determine this was a troubled debt
restructuring, please tell us and revise future filings to discuss the
impact.
Item 1
Response: With regard to Borrower B’s request to make interest-only
payments for a period of time:
·
We
did grant the borrower’s request to make interest-only payments for a
period of time;
·
We
agreed to allow interest-only payments until December 2009, and the
borrower has not returned to paying principal plus interest as of March
31, 2010; at this time we do not expect to collect all contractual amounts
due;
·
There
were not any other modifications of the terms of the debt;
and
·
We
did not consider this to be a troubled debt restructuring (“TDR”), because
there was no modification of the debt terms, which are usually associated
with a TDR:
v
Reduction
in stated interest rate.
v
Extension
of maturity.
v
Reduction
in the face amount of the debt.
v
Reduction
in the accrued interest.
2.
We
note your response to comment #4 to our letter dated February 17,
2010. Please specifically tell us, and revise future filings to
disclose how frequently you obtain updated appraisals for your collateral
dependent loans. If this policy varies by loan type please
disclose that also. Describe any adjustments you make to the
appraised values, including those made as a result of outdated
appraisals. Discuss how you consider the potential for outdated
appraisal values in your determination of the allowance for loan
losses.
Christian
Windsor
Securities
and Exchange Commission
April 21,
2010
Page
3
Item 2
Response: For non-homogenous loans we obtain updated appraisals when
we determine that a loan has become collateral-dependent and we suspect that the
previous appraisal may no longer be reflective of the property’s current market
value. This process varies from loan to loan, borrower to borrower,
and also varies based on the nature of the collateral. Although all
of our loans are secured by collateral, we rely heavily on the capacity of our
borrowers to generate sufficient cash flow to service their debt. As
a result, our loans do not become collateral-dependent until there is
deterioration in the borrower’s cash flow and financial condition, which makes
it necessary for us to look to the collateral for our sole source of
repayment. We utilize the updated appraisals for the
collateral-dependent loans in determining our FAS114 specific
reserve. In the calculation of our general valuation allowance we
consider the potential for outdated appraisal values to be of minimal risk and,
therefore, do not attribute a specific factor to it.
In
connection with our response to your comments, we acknowledge that:
·
The
company is responsible for the adequacy and accuracy of the disclosure in
the filing;
·
Staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filing; and
·
The
company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
Sincerely,
/s/ R.
Clay Hulette
R. Clay
Hulette
Vice
President and Chief Financial Officer
cc:
Gregory
Dundas
David Irving
William Schroeder
2010-03-03 - CORRESP - Kentucky First Federal Bancorp
CORRESP
1
filename1.htm
March 3,
2010
Mr.
Christian Windsor
Division
of Corporation Finance
United
States Securities and Exchange Commission
450 Fifth
Street, N.W.
Washington,
D.C. 20549
Re:
Kentucky
First Federal Bancorp
Form 10-K for the Fiscal Year Ended
June 30, 2009
File No. 0-51176
Dear Mr.
Windsor:
This
letter is in response to your letter dated February 17, 2010, in which you
provide comments pursuant to your review of the above-referenced filing of
Kentucky First Federal Bancorp (“KFFB”) and your request for our response to
those comments.
Our
response will be provided in the same format as outlined in your letter and is
as follows:
Form 10-K for the year ended
June 30, 2009
Item
73 Management’s Discussion and Analysis of Financial Condition and
Results of Operations, page 22
1.
In
each of the recent periods, your dividends paid have exceeded your
earnings per share. Revise your Management’s Discussion to
provide management’s view of your current investment prospects at the bank
or holding company level and the reason that management has consistently
paid dividends that exceeded your earnings and therefore reduced your net
enterprise value.
Christian
Windsor
Securities
and Exchange Commission
March 3,
2010
Page
2
Item 1
Response: In future filings we will expand Management’s Discussion to
include management’s view of the current investment prospects, as well as
provide more insight regarding management’s decision to maintain its historical
dividend level and that decision’s impact on net enterprise value.
Statement of Financial
Condition
Loans (page 11 of Exhibit
13, 2009 Annual Report)
2.
We
note on page 13 that your non-performing loans have increased primarily
due to loans secured by multi-family residential property that entered
into foreclosure proceedings during the year. We further note
that you recorded a $52,000 specific provision for loan loss during 2009
related to this loan, in which nonperforming loans increased by $2.0
million related to this loan in 2009. We also note in Form 10-Q
for the period ended September 30, 2009 that you recorded an additional
$925,000 specific provision for loans to this borrower based on the
estimated fair value of the underlying collateral less cost to
sell. Please provide us with a comprehensive response which
provides a detailed analysis and timeline of events supporting your
decision and the timing of the specific provisions for loan losses for
this particular loan relationship and the carrying value of this
loan. In your response, specifically address the
following:
·
Tell
us when this loan was originated and relevant payment history information,
when you classified this loan as non-performing, and when this loan
defaulted;
·
Tell
us specifically how you determined the amount of provisions to record
during the periods ended June 30, 2009, September 30, 2009 and December
31, 2009 (if applicable after filing your 10-Q);
and
·
Tell
us when you most recently obtained an independent appraisal(s) that
resulted in the specific provisions recorded as of June 30, 2009,
September 30, 2009 and December 31, 2009 (if applicable after filing your
10-Q) which supports the current carrying value of this
loan. Additionally, please specifically disclose the last
appraisal date and the type of appraisal obtained such as a new full
appraisal or an update of a prior full appraisal, as
applicable.
Item 2
Response: The specific reserves described in this comment, in fact,
relate to two separate and unrelated lending relationships, which we refer to
herein as “Borrower A” and “Borrower B.”
Christian
Windsor
Securities
and Exchange Commission
March 3,
2010
Page
3
Item 2 Response
(continued)
Borrower
A, with outstanding principal in the aggregate of approximately $553,000, was
approximately 140 days delinquent on his two loans at June 30,
2009. These were considered nonperforming. His loans were
originated in 2007. The larger of the two loans, with a principal
balance of $435,000, is secured by multi-family property on which we obtained a
new restricted use appraisal from an independent appraiser on July 10,
2009. At June 30, 2009, we determined that a reserve of $41,000 was
appropriate for this loan. Borrower A’s other loan is secured by 1-4
family rental property with a principal balance of $118,400. We did
not perform a new appraisal because we did not have permission to access this
property. However, we estimated the current value based on
information available to us and determined that a reserve of $11,000 was
appropriate for this loan at June 30, 2009. We continue to review
these loans but have not seen the need to adjust the provisions subsequent to
June 30, 2009.
Borrower
B is the guarantor on loans that have an outstanding principal balance in the
aggregate of approximately $5.0 million. At June 30, his loans ranged
between 55 and 83 days delinquent. Only one of these loans ($1.4
million) was determined to be non-performing at June 30, 2009. On
July 7, 2009, Borrower B made at least one payment on all of his
loans. At that time he requested that he be allowed to make
interest-only payments for a period of time. At this time we began to
analyze the credit relationship by gathering data discussed herein.
This
borrower has four general groups of loans/properties:
Group 1,
with principal balances of $2.9 million, is the largest group and is comprised
of two loans, which are secured by a number of single-family rental
properties. Both of these loans were originated in 2007, at
which time the underlying collateral was appraised at $3.8
million. As of June 30, 2009, we analyzed the value on a per unit
basis, based on recent sales in the area with relative square footage
adjustments. We requested and, the borrower provided us with, various
information including rent rolls and updated income tax
returns. Commensurate with the origination of the loans, we obtained
an assignment of rents agreements, which we have not yet
enforced. Based on this analysis, management determined that no
specific reserve was appropriate given the available
information. Management believed then and still believes at present
that the properties produce sufficient cash flow to cover the cost of operations
and debt service and to provide a reasonable profit.
Borrower
B’s $1.4 million loan, a component of Group 1 above, and the loans of Borrower A
are responsible for the increase in non-performing loans at June 30,
2009.
Christian
Windsor
Securities
and Exchange Commission
March 3,
2010
Page
4
Item 2 response
(continued)
Group 2,
with principal balances of $1.1 million, is secured by several 1-4 family rental
properties. These loans were originally made in 1996, although some
have been subsequently refinanced. A new appraisal of a
representative property was performed in July, 2009, which indicated an
aggregate value of $1.4 million.
Group 3
is a single loan with a principal balance of $600,000. It is secured
primarily by three single-family units. We made a construction loan
in 2007 and refinanced that loan to permanent financing in April,
2009. An update to the original appraisal in 2008 indicated a value
of $540,000. Additional collateral is provided by second
mortgages on some other properties (some of which are also in Group
2.) Consequently, at June 30, 2009, we determined that a specific
reserve of $4,000 was appropriate.
Group 4,
with principal balances totaling $147,000, is secured by two
duplexes. These loans were originally made in 2000, although one was
subsequently refinanced. These properties have not be reappraised,
because of the relatively low loan balances (both in terms of the aggregate
outstanding principal and in ratio of outstanding principal to the original
appraisals), and based on management’s familiarity with the area. No
specific reserve was assigned to these properties at June 30, 2009.
The loans
included in Group 1 were reviewed as part of the regular examination conducted
by our federal regulator, the Office of Thrift Supervision. Our field
examiners suggested that a new appraisal using a discounted sales approach was
appropriate for the type of property. On October 29, 2009, we
received a new appraisal of the properties and the new appraisal, which utilized
the discounted sales approach and used comparable sales of developments of a
similar size, although not within the immediate geographic area, estimated the
value of the collateral at $2.0 million. Accordingly, with respect to
the September 30, 2009 period, we established a specific reserve of $925,000 on
Borrower B’s loans.
Certain Relationship and
Related Transactions, and Director Independence, page 26
Transactions with Related
Persons (page 15 of proxy statement on Schedule 14A)
3.
We
note the disclosure that loans have been made to executive officers and
directors “on substantially the same terms as those prevailing at the time
for comparable transactions with other persons.” Please
confirm, and revise future filings to disclose, if accurate, that the
loans were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable loans with
persons not related to the lender. Refer to Instruction
4(c) to Item 404(a) of Regulation
S-K.
Christian
Windsor
Securities
and Exchange Commission
March 3,
2010
Page
5
Item 3
Response: We do confirm that loans made to executive officers and
directors were and are made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable loans with
persons not related to the lender. Further, future filings will
reflect the clarifying language of the previous statement.
Item 8. Financial
Statements and Supplementary Data
Notes to Consolidated
Financial Statements
Note A-Summary of
Significant Accounting Policies
13. Disclosures About Fair Value
of Assets and Liabilities
Impaired Loans (page 42 of
Exhibit 13, 2009 Annual Report)
4.
We
note your disclosure herein that you determine the fair value of
collateral-dependent impaired loans using appraisals. Please
tell us and revise your future filings to disclose the
following:
·
How
and when you obtain updated third-party appraisals and how this impacts
your amount and timing of your quarterly and annual periodic loan
provision(s) and charge-offs;
·
The
typical timing surrounding the recognition of a loan as non-performing,
when you order and receive an appraisal, and the subsequent recognition of
any provision or related charge-off. In this regard, tell us if
there have been any significant time lapses during this process;
and
·
How
you account for any partially-charged-off loans subsequent to receiving an
updated appraisal. In this regard, specifically tell us your
policies regarding whether or not these loans return to performing or
remain non-performing status, in addition to whether or not any of the
terms of the original loans have been modified (e.g. loan extension,
changes to interest rates, etc).
Item 4
Response:
We
typically recognize a loan as non-performing when it becomes 90 days delinquent.
A loan is
determined to be collateral-dependent when the circumstances of the borrower
indicate that we can no longer rely upon the overall financial strength of that
borrower to comply with the terms of the loan and that the loan will likely be
repaid in whole or in part by proceeds from the sale of the
collateral. We utilize a quarterly analysis of our
Christian
Windsor
Securities
and Exchange Commission
March 3,
2010
Page
6
Item 4 Response
(continued)
loans to
determine periodic provisions and charge-offs. We classify loans
either as homogenous loans or other loans. While loans in the other
category receive additional scrutiny, homogenous loans are analyzed in the
aggregate according to various criteria. Non-homogenous
loans are then classified as impaired or unimpaired. Impaired loans
may or may not involve specific valuation allowances. Updated
independent appraisals are ordered in some situations where management has
determined that a loan is being evaluated for impairment. There
usually are no material lapses in time during the impairment analysis and we do
not believe any undue lapse occurred with our evaluation of loans referenced
herein. Recognition of a provision or charge-off of a loan would
occur as soon as management has sufficient information (including results of an
updated appraisal) to make such a determination. Our disclosures will
continue to provide additional detail about the components of the valuation
allowances (general versus specific.)
We
account for partially-charged-off loans subsequent to receiving an updated
appraisal by establishing a specific reserve for the loan. Such loans
would remain in a nonperforming status until the loan no longer has incidents of
impairment, the loan payments have returned to a consistent status of current
and the specific reserve has been removed from the loan. If the loan
were to be restructured to aid the collectability (a practice that the Company
has rarely executed in the past), the loan would remain in non-performing status
for at least six months, assuming payments were made as agreed during that
period.
Christian
Windsor
Securities
and Exchange Commission
March 3,
2010
Page
7
In
connection with our response to your comments, we acknowledge that:
·
The
company is responsible for the adequacy and accuracy of the disclosure in
the filing;
·
Staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filing; and
·
The
company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
Sincerely,
/s/ R.
Clay Hulette
R. Clay
Hulette
Vice
President and Chief Financial Officer
cc:
Gregory
Dundas
David Irving
William Schroeder
2010-02-17 - UPLOAD - Kentucky First Federal Bancorp
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
February 17, 2010
By U.S. Mail and Facsimile to (502) 223-7136
R. Clay Hulette Vice President, Chief Financial Officer and Treasurer Kentucky First Federal Bancorp 479 Main Street Hazard, Kentucky 41702
Re: Kentucky First Federal Bancorp
Form 10-K for the Fiscal Year Ended June 30, 2008
File No. 0-51176
Dear Mr. Hulette:
We have reviewed your filings and have the following comments. Where
indicated, we think you should revise your future documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Form 10-K for the year ended June 30, 2009
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 22
1. In each of the recent periods, your dividends paid have exceeded your earnings per share. Revise your Management’s Discussion to provide management’s view of your current investment prospects at the bank or holding company level and the reason that management has consistently paid dividends that exceeded your earnings and therefore reduced your net enterprise value.
R. Clay Hulette
Kentucky First Federal Bancorp
February 17, 2010 Page 2
Statement of Financial Condition
Loans (page 11 of Exhibit 13, 2009 Annual Report)
2. We note on page 13 that your non-performing loans have increased primarily due to loans secured by a multi-family residential property that entered into foreclosure proceedings during the year. We further note that you recorded a $52,000 specific provision for loan loss during 2009 related to this loan, in which nonperforming loans increased by $2.0 million related to this loan in 2009. We also note in Form 10-Q for the period ended September 30, 2009 that you recorded an additional $925,000 specific provision for loans to this borrower based on the estimated fair value of the underlying collateral less cost to sell. Please provide us with a comprehensive response which provides a detailed analysis and timeline of events supporting your decisions and the timing of the specific provisions for loan losses for this particular loan relationship and the carrying value of this loan. In your response, specifically address the following:
• Tell us when this loan was originated and relevant payment history information, when you classified this loan as non-performing, and when this loan defaulted;
• Tell us specifically how you determined the amount of provisions to record during the periods ended June 30, 2009, September 30, 2009 and December 31, 2009 (if applicable after filing your 10-Q); and
• Tell us when you most recently obtained an independent appraisal(s) that resulted in the specific provisions recorded as of June 30, 2009, September 30, 2009 and December 31, 2009 (if applicable after filing your 10-Q) which supports the current carrying value of this loan. Additionally, please specifically disclose the last appraisal date and the type of appraisal obtained such as a new full appraisal or an update of a prior full appraisal, as applicable.
Certain Relationships and Related Transactions, and Director Independence, page 26
Transactions with Related Persons (page 15 of proxy statement on Schedule 14A)
3. We note the disclosure that loans have been made to executive officers and directors “on substantially the same terms as those prevailing at the time for comparable transactions with other persons.” Please confirm, and revise future filings to disclose, if accurate, that the loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to
the lender. Refer to Instruction 4(c)
to Item 404(a) of Regulation S-K.
Item 8. Financial Statements and Supplementary Data
R. Clay Hulette
Kentucky First Federal Bancorp
February 17, 2010 Page 3
Notes to Consolidated Financial Statements
Note A – Summary of Significant Accounting Policies
13. Disclosures About Fair Value of Assets and Liabilities
Impaired Loans (page 42 of Exhibit 13, 2009 Annual Report)
4. We note your disclosure herein that you determine the fair value of collateral-
dependent impaired loans using appraisals. Please tell us and revise your future filings to disclose the following:
• How and when you obtain updated third-party appraisals and how this impacts
your amount and timing of your quarterly and annual periodic loan provision(s) and charge-offs;
• The typical timing surrounding the recognition of a loan as non-performing, when you order and receive an appraisal, and the subsequent recognition of any provision or related charge-off. In this regard, tell us if there have been any significant time lapses during this process; and
• How you account for any partially charged-off loans subsequent to receiving an updated appraisal. In this regard, specifically tell us your policies regarding whether or not these loans return to performing or remain non-performing status, in addition to whether or not any of the terms of the original loans have been modified (e.g. loan extension, changes to interest rates, etc).
* * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please submit your response letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
R. Clay Hulette
Kentucky First Federal Bancorp February 17, 2010 Page 4
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact William Schroeder, St aff Accountant, at (202) 551-3294, or
David Irving, Senior Accountant, at (202) 551-3321 if you have any questions regarding
accounting-related comments. For all other questions, contact Gregory Dundas, Attorney-Adviser, at (202) 551-3436 or me at (202) 551-3419.
Sincerely,
Christian Windsor Special Counsel
2005-04-06 - UPLOAD - Kentucky First Federal Bancorp
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
December 20, 2004
Mail Stop 0408
By U.S. Mail and facsimile to (202) 966-9409.
Tony D. Whitaker
Chief Executive Officer
Kentucky First Federal Bancorp
479 Main Street
Hazard, KY 41702
Re: Kentucky First Federal Bancorp
Form S-1, Amendment No. 2 filed December 9, 2004
File No. 333-119041
Frankfort First
Revised Preliminary Proxy Statement filed December 9, 2004
Form 10-K for Fiscal Year ended June 30, 2004
File No. 0-26360
Dear Mr. Whitaker:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
Registration Statement on Form S-1 for Kentucky First Bancorp.
Prior Comments 4 & 5
1. We note your responses and, though not necessarily agreeing
with
the points outlined in your response letter, have determined not
to
pursue the issues beyond the revised disclosure.
Prior Comment 6
2. This will confirm our agreement with counsel that you will add
a
column to the table which reflects the cumulative appreciation to
date information for the after market.
Selected Financial and Other Data of First Federal of Hazard -
page
25
3. Please revise to remove "Unaudited" from the September 30
information presented in the tables and in the introductory
paragraph
where you state, "the unaudited selected data..." Labeling or
identifying this information as unaudited can create the
impression
that the unlabeled information is audited. If you have engaged
your
auditors to report on the selected financial data which is not
labeled, please include their report and have them revise their
consent accordingly. If you have not engaged your auditors to
report
on the selected financial data, the statement that the information
is
derived from either audited or unaudited information in the
headnote
to the data is sufficient to inform investors that they have not
reported on the information.
Pro Forma Data - page 45
4. As of September 30, 2004, the estimated market value of the
Federal Home Loan Bank Advances as submitted in your response
dated
December 9, 2004 is $42,093,000. As shown in your response this
reflects a premium of $4,093,000 over the $38,000,000 principal
amount of the advances. As the carrying amount of these advances
on
Frankfort First Bancorp`s balance sheet as of September 30, 2004
is
$43,444,000, it appears the fair value adjustment should reduce
these
advances by $1,351,000 rather than increase the fair value to
$47,537,000. Please revise the fair value adjustment in the
proforma
financial data and the disclosure in note A-10 to Frankfort First
Bancorp`s consolidated financial statements.
5. Please revise your pro forma balance sheets to record the core
deposit intangible as an increase to other assets rather than a
decrease to deposits.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
You may contact Heidi Berg, Staff Accountant, at (202) 824-
5463
or Donald Walker, Senior Assistant Chief Accountant, at (202) 942-
1799 if you have questions regarding comments on the financial
statements and related matters. You may contact me at (202) 942-
1779
any other questions regarding this review.
Sincerely,
Barry McCarty
Senior Counsel
cc: Via US MAIL AND FACSIMILE: (202) 966-9409
Gary R. Bronstein, Esquire
Joel E. Rappoport, Esquire
Muldoon Murphy Faucette & Aguggia LLP
5101 Wisconsin Avenue, N.W.
Washington, D.C. 20016
(202) 362-0840
??
??
??
??
Kentucky First Federal Bancorp
Tony D. Whitaker, CEO
Page 3 of 4
</TEXT>
</DOCUMENT>
2005-01-06 - CORRESP - Kentucky First Federal Bancorp
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
[Letterhead of Capital Resources, Inc.]
January 6, 2005
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Kentucky First Federal Bancorp
Registration Statement on Form S-1
Request for Acceleration of Effectiveness
File No. 333-119041
To Whom It May Concern:
Capital Resources, Inc. withdraws its prior request for acceleration of
effectiveness submitted on January 4, 2005, and hereby respectfully requests
that the effective date of the above referenced Registration Statement on Form
S-1 be accelerated to 1:00 p.m. on January 10, 2005, or as soon thereafter as
practicable, subject to confirmation by telephone.
Very truly yours,
/s/ James L. Ford
James L. Ford
Sr. Vice President
<PAGE>
January 6, 2005
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Kentucky First Federal Bancorp
Registration Statement on Form S-1
Request for Acceleration of Effectiveness
File No. 333-119041
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C, and in connection with the
above-referenced Registration Statement, Kentucky First Federal Bancorp (the
"Company") hereby withdraw our prior request for acceleration of effectiveness
submitted on January 4, 2005, and hereby requests that said Registration
Statement on Form S-1 be declared effective at 1:00 p.m. on January 10, 2005, or
as soon thereafter as practicable, subject to confirmation by telephone.
If you have any questions regarding this request, please telephone Gary
R. Bronstein or Joel E. Rappoport of Muldoon Murphy & Aguggia LLP at (202)
362-0840.
Very truly yours,
KENTUCKY FIRST FEDERAL BANCORP
/s/ Tony D. Whitaker
Tony D. Whitaker
Chief Executive Officer
</TEXT>
</DOCUMENT>
2005-01-04 - CORRESP - Kentucky First Federal Bancorp
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
[Letterhead of Capital Resources, Inc.]
January 4, 2005
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Kentucky First Federal Bancorp
Registration Statement on Form S-1
Request for Acceleration of Effectiveness
File No. 333-119041
To Whom It May Concern:
Capital Resources, Inc. hereby respectfully requests that the effective
date of the above referenced Registration Statement on Form S-1 be accelerated
to 5:30 p.m. on January 6, 2005, or as soon thereafter as practicable, subject
to confirmation by telephone.
Very truly yours,
/s/ James L. Ford
James L. Ford
Sr. Vice Presient
<PAGE>
January 4, 2005
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Kentucky First Federal Bancorp
Registration Statement on Form S-1
Request for Acceleration of Effectiveness
File No. 333-119041
Ladies and Gentlemen:
Pursuant to Rule 461 of Regulation C, and in connection with the
above-referenced Registration Statement, Kentucky First Federal Bancorp (the
"Company") hereby requests that said Registration Statement on Form S-1 be
declared effective at 5:30 p.m. on January 6, 2005, or as soon thereafter as
practicable, subject to confirmation by telephone.
If you have any questions regarding this request, please telephone Gary
R. Bronstein or Joel E. Rappoport of Muldoon Murphy & Aguggia LLP at (202)
362-0840.
Very truly yours,
KENTUCKY FIRST FEDERAL BANCORP
/s/ Tony D. Whitaker
Tony D. Whitaker
Chief Executive Officer
</TEXT>
</DOCUMENT>
2004-11-04 - CORRESP - Kentucky First Federal Bancorp
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>
[Muldoon Murphy Faucette & Aguggia Letterhead]
November 4, 2004
VIA EDGAR AND COURIER (SEC MAIL STOP 0408)
Barry McCarty, Esq.
Senior Counsel
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Kentucky First Federal Bancorp
Form S-1 filed September 16, 2004
File No. 333-118597
Frankfort First Bancorp, Inc.
Proxy Statement filed September 16, 2004
Form 10-K for the Fiscal Year Ended June 30, 2004
File No. 0-26360
Dear Mr. McCarty:
On behalf of Kentucky First Federal Bancorp (the "Company"), enclosed
for filing is Pre-Effective Amendment No. 1 to the Registration Statement on
Form S-1 (the "Amended Registration Statement"), including exhibits, marked
pursuant to Rule 472 under the Securities Act of 1933, as amended, to indicate
changes from the Registration Statement on Form S-1 filed on September 16, 2004
(the "Registration Statement").
In addition, on behalf of Frankfort First Bancorp, Inc. (the
"Frankfort"), enclosed for filing are amended preliminary proxy materials (the
"Amended Proxy Statement"), marked to indicate changes to the preliminary proxy
materials filed by Frankfort on September 16, 2004 (the "Proxy Statement"), and
Amendment No. 1 to the Annual Report on Form 10-K (the "Amended Form 10-K"),
marked to indicate changes from the Annual Report on Form 10-K filed on
September 30, 2004 (the "Form 10-K").
The Amended Registration Statement, the Amended Proxy Statement and the
Amended Form 10-K are filed in response to the staff's comment letter issued on
October 15, 2004. To aid in your review, we have repeated the staff's comments
followed by the Company's and/or
<PAGE>
Barry McCarty, Esq.
November 4, 2004
Page 2
Frankfort First's responses and indicated where the applicable document has been
revised in response to such comments. The prospectus also reflects revised
disclosure in response to comments received from the Office of Thrift
Supervision ("OTS") on the Application on Form MHC-2 by the Company. A copy of
the OTS response letter, which includes all OTS comments and the Company's
responses, has been included with this filing.
REGISTRATION STATEMENT ON FORM S-1 FOR KENTUCKY FIRST BANCORP
COMMENT NO. 1:
Please advise the staff, with a view towards revised disclosure, how Kentucky
First will meet its minimum offering amounts in the event that only a small
percentage of the Frankfort First shareholders elect to take Kentucky First's
shares as merger consideration.
RESPONSE TO COMMENT NO. 1
In the extreme case assuming the minimum number of Frankfort First
shareholders were to elect to receive Kentucky First common stock in the merger,
then Kentucky First would be required to pay the most of the merger
consideration of $31.2 million in cash. Specifically, because directors and
officers of Frankfort have indicated their intention to elect to receive
347,152, shares of Kentucky First common stock in the merger, the Prospectus
reflects the assumption that the minimum possible number of shares to be issued
in the merger is 347,152 and that the remaining cost of the merger would be
$28.7 million in cash. In that event, in order to complete the offering Kentucky
First would be required to sell at least the remainder of the minimum of the
offering range, or 2,486,250 shares less 347,152 shares, for a total of
2,139,098 shares, for cash. Even at the minimum of the range, Kentucky First
would retain net proceeds of $16.4 million. After receipt of the $14.9 million
cash distribution from Kentucky First, Kentucky First would have sufficient
funds to pay $28.7 million in cash in the merger. In connection with its
regulatory applications to the OTS, First Federal of Hazard has requested
approval to pay a cash distribution to Kentucky First of from $4.1 to $14.9
million to enable it to pay for the acquisition of Frankfort First. Under these
circumstances, following completion of the offering and the merger, Kentucky
First would retain cash totaling $3.6 million, and First Federal of Hazard would
have tangible capital of 10.6% of adjusted total assets. At higher points within
the offering range, the amount of cash retained by Kentucky First and First
Federal of Hazard's capital levels both increase.
COMMENT NO. 2:
Please advise that staff whether the offering will terminate in the event that
the shareholders of Frankfort First do not approve the merger. Also, please
provide the staff with the expected timetable for events, including the
commencement of soliciting proxies for the merger and the commencement of the
offering.
RESPONSE TO COMMENT NO. 2
<PAGE>
Barry McCarty, Esq.
November 4, 2004
Page 3
Assuming the Registration Statement is declared effective and the Proxy
Statement is approved by the Securities and Exchange Commission staff on
November 11, 2004, Kentucky first intends to mail its offering materials and
Frankfort First will commence its proxy solicitation on November 22. Kentucky
First will terminate its offering in approximately the third week of December
2004, and Frankfort First will hold its meeting of shareholders in late
December, 2004. The offering and the merger would be expected to close on the
same day in early to mid-January 2005.
In the event Kentucky First shareholders do not approve the merger,
First Federal of Hazard will terminate the reorganization and the offering.
First Federal of Frankfort is undertaking the reorganization for the purpose of
consummating the merger, and will not consummate the merger or the
reorganization unless it can complete both the merger and the reorganization.
Disclosure to this effect is provide on page 12.
Cover Page:
COMMENT NO. 3:
Revise the cover page so that it more directly discusses the reorganization
transaction. Currently we are not able to find the rank order for participation
by eligible account holders, the ESOP plan or any supplemental account holders.
Also, please separate your discussions so that the impact of the merger is
discussed separately from the reorganization transactions and the rights that
the eligible account holders have in the transaction.
RESPONSE TO COMMENT NO. 3
The cover page has been revised in response to this comment.
COMMENT NO. 4:
The cover page presents a significant amount of information in a dense typeset.
Please revise the disclosure on this page to only include information required
by Item 501 or necessary to an investment decision. For example, consider
providing an accurate but concise discussion of the minimum offering amount and
the variable nature of the form of the merger consideration and refrain from
including technical details about how the merger will be accomplished or the
fate of the banking subsidiaries.
RESPONSE TO COMMENT NO. 4
The cover page has been revised in response to this comment.
COMMENT NO. 5:
It is not clear what "certain conditions" the best efforts offering is subject
to. Please revise to clarify or delete the reference.
<PAGE>
Barry McCarty, Esq.
November 4, 2004
Page 4
RESPONSE TO COMMENT NO.5
The reference to "certain conditions" has been deleted.
COMMENT NO. 6:
Please create a new paragraph, starting with the last sentence of the first
paragraph. In this new paragraph, disclose that you are using $___ millions in
cash proceeds from your conversion to acquire Frankfort First.
RESPONSE TO COMMENT NO. 6
The requested paragraph now appears as the second paragraph on the cover page of
the Prospectus.
SUMMARY - PAGE 1
COMMENT NO. 7:
Please consider moving the discussions of the conversion and the general
discussion of the merger transactions ahead of the descriptions of each of the
entities involved.
RESPONSE TO COMMENT NO. 7
The discussions of the conversion and the general discussion of the merger
transaction has been moved ahead of the descriptions of each of the entities
involved in the Summary section of the Prospectus. See page 1 of the Prospectus.
COMMENT NO. 8:
Provide a diagram illustrating the merger transactions and the respective
percentage of the resulting entity that will be held by both the Former
shareholders of Frankfort First and the depositors of First Federal of Hazard.
RESPONSE TO COMMENT NO. 8
In responding to this comment, it appeared to be confusing to provide a diagram
that would illustrate in a clear manner the respective percentage of the
resulting entity that will be held by the former shareholders of Frankfort First
and the depositors of Hazard other than the diagram that now appears on page 1
and the explanation below the table at the top of page 2 due to the fact that
preparation of that diagram would involve making an assumption as to whether the
Frankfort First shareholder elections would be as to the merger considerations.
Differing elections by the Frankfort First shareholders would result in
differing percentages of Kentucky First being owned by the former Frankfort
First shareholders and the First Federal of Hazard
<PAGE>
Barry McCarty, Esq.
November 4, 2004
Page 5
depositors. However, in lieu of a diagram, we have included a table on page 5
that sets out the percentages of the outstanding common stock of Kentucky First
that will be owned by the former Frankfort First shareholders, subscribers in
the reorganization offering and First Federal MHC under various assumptions as
to the final amount of stock sold and the extent to which Frankfort First
shareholders elect to receive Kentucky First common stock in the merger.
HOW WE DETERMINED THE OFFERING RANGE - PAGE 4
COMMENT NO. 9:
Please provide the staff with the calculations and assumptions used by the
appraiser in order to prepare the tabular presentation on page 5.
RESPONSE TO COMMENT NO. 9
This information will be provided to the Commission supplementally.
COMMENT NO. 10:
Please change the order of the two tabular presentations, as the converted
presentation more closely resembles the resulting company.
RESPONSE TO COMMENT NO. 10
The order of the tabular presentations has been changed on page 7 of the
Prospectus.
COMMENT NO. 11:
We note that the tabular presentation on page 5 that presents the valuation
multiples for Kentucky First, assuming the actual 45%/55% public/MHC stock
holdings and the valuation multiples for "National Mutual Holding Companies" and
does not include the similar valuation of the peer group used by Keller & Co. to
value Kentucky First. Revise the tabular presentation to also present the
relevant valuation multiples of the peer group.
RESPONSE TO COMMENT NO. 11
Keller & Company ("Keller") has advised the undersigned that the peer group
consists exclusively of fully converted public companies and excludes publicly
traded mutual holding companies. As a result, the peer group multiples would not
be relevant or comparable to Kentucky First upon issuance of 45% of its common
stock and would only be comparable if Kentucky First were considered on a fully
converted basis, as provided on the second table. Keller advises that mutual
holding companies cannot be part of the peer group because they do not all have
the same percentages of public shares. For instance, some mutual holding
companies may be 45% owned by the public, while others may be 30%-owned or
41%-owned by the public. Disclosure of this point is provided in footnote 1 to
the first table on page 7.
<PAGE>
Barry McCarty, Esq.
November 4, 2004
Page 6
COMMENT NO. 12:
Noting that on both a fully converted basis and on a pro-forma converted basis,
the company will be selling at a discount to the trading values of its peer
group by more than 25%, please include, under an appropriate heading,
managements analysis for why it chose to accept the lower valuation of Kentucky
Federal over the pricing multiples implied by the trading values of its peers.
The analysis should point to the factors that Keller & Co. cite for valuing the
company at a discount and should highlight why management decided to continue
with the reorganization despite the substantial discount to the peer group.
RESPONSE TO COMMENT NO. 12
Disclosure in response to this comment appears on page 9.
BENEFITS OF THE REORGANIZATION TO MANAGEMENT - PAGE 7
COMMENT NO. 13:
Please provide a table summarizing the estimated value of the benefits payable
under the employment agreements and change-in-control agreements, assuming a
triggering event as of a recent date.
RESPONSE TO COMMENT NO. 13
The disclosure on page 13 has been revised in response to this comment to
include a table outlining the estimated amounts that would be payable to the
officers covered by employment agreements upon a change in control immediately
following consummation of the merger and prior to December 31, 2004. We have not
referenced a specific date because the effective date of the merger is unknown
at this time, and the agreements (and payments thereunder) would not become
effective until completion of the transaction.
COMMENT NO. 14:
We note that you have placed a static value on the costs associated with the
restricted stock awards. In order for the investors to understand the effective
cost of this plan, please provide a range of potential values of the plan,
assuming different stock prices. Consider using the range of values ranging from
$8-14, as has been used in several recent conversions.
RESPONSE TO COMMENT 14
The table on page 14 has been expanded in response to this comment to estimate
the values of grants under the employee stock ownership plan and grants of
restricted stock awards at stock prices ranging from $8.00 to $14.00 per share.
<PAGE>
Barry McCarty, Esq.
November 4, 2004
Page 7
RISK FACTORS - PAGE 16
COMMENT NO. 15:
Add a risk factor that you are dependent upon regulatory approval from the OTS
in order for First Federal of Hazard to make the potentially large capital
contribution to Kentucky First in order to complete the merger. Please clarify
the amount of the expected contribution that exceeds the proceeds of the
offering, assuming that you raise the minimum offering amount and that 0% and
45% of the total outstanding shared of Kentucky First will be represented by
former Frankfort First shareholders.
RESPONSE TO COMMENT NO. 15
Kentucky First respectfully submits that such a risk factor is not necessary in
that we expect to receive OTS approval of the capital distribution in advance of
the mailing of the Prospectus. The amount of the expected capital distribution
needed to complete the merger is disclosed under "Use of Proceeds" in the table
and below the table on page 37.
RISING INTEREST RATES MAY HURT OUR PROFITS AND ASSET VALUES - PAGE 17
COMMENT NO. 16:
Revise this risk factor to include information as to the specific nature of your
exposure to an upward movement in interest rates. We note that both banks NPV
results indicated that they could suffer significant losses in value from an
upward movement in interest rates. Similarly, a reference to your individual or
combined gap position might better highlight the exposure that the two entities
face from an adverse movement in interest rates.
RESPONSE TO COMMENT NO. 16
The requested disclosure has been provided on page 19.
DUE TO OUR HIGH CAPITAL LEVELS... - PAGE 17
COMMENT NO. 17:
Revise the heading for this risk factor to clarify that the effect of lower ROE
levels than your peer groups might be that your share price might suffer.
RESPONSE TO COMMENT NO. 17
The requested disclosure has been provided on page 19 of the Prospectus.
<PAGE>
Barry McCarty, Esq.
November 4, 2004
Page 8
THE DISTRESSED ECONOMY IN FIRST FEDERAL OF HAZARD'S MARKET... - PAGE 18
COMMENT NO. 18:
Revise this risk factor to provide
Keep this ticker handy
Private to this browserSave KFFB to a local list so you can return to this research path without creating an account.
Save this research path
Create a free accountSave this ticker search and return to the same filing timeline in one click. You can also create alerts for new SEC correspondence after signing up.