Item 7.Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
The information contained in the section
captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in
the Annual Report, is incorporated herein by reference.
Item 7A.Quantitative
and Qualitative Disclosures About Market Risk.
This item is not applicable, as the Company
is a smaller reporting company.
Item 8.Financial
Statements and Supplementary Data.
The Consolidated Financial Statements,
Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm and Selected Financial Data,
which are listed under Item 15 herein, are included in the Annual Report and are incorporated herein by reference.
Item 9.Changes
in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
(a) Disclosure Controls and Procedures
The Company’s management, including
the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s
“disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange
Act of 1934, as amended, (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal
financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls
and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the
Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated
and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate
to allow timely decisions regarding required disclosure.
(b) Internal Control Over Financial Reporting
29
Parent Company of First Federal Savings
and Loan Association of Hazard and First Federal Savings Bank of Kentucky
MANAGEMENT’S ANNUAL REPORT ON
INTERNAL CONTROL
OVER FINANCIAL REPORTING
Management of Kentucky First Federal Bancorp
(the “Company”) is responsible for the preparation, integrity, and fair presentation of the consolidated financial
statements included in this annual report. The Company’s consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America and, as such, include some amounts that are based
on the best estimates and judgments of management.
The Company’s management is responsible
for establishing and maintaining adequate internal control over financial reporting. The internal control system is designed to
provide reasonable assurance to management and the Board of Directors regarding the reliability of the company’s financial
reporting and the preparation and presentation of financial statements for external reporting purposes in conformity with accounting
principles generally accepted in the United States of America, as well as to safeguard assets from unauthorized use or disposition.
The system of internal control over financial reporting is evaluated for effectiveness by management and tested for reliability
through a program of internal audit with actions taken to correct potential deficiencies as they are identified. Because of inherent
limitations in any internal control system, no matter how well designed, misstatements due to error or fraud may occur and not
be detected, including the possibility of the circumvention or overriding controls. Accordingly, even an effective internal control
system can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions,
internal control effectiveness may vary over time.
Management assessed the effectiveness
of the company’s internal control over financial reporting as of June 30, 2020, based upon criteria set forth in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission – 2013 (“COSO”).
Based on this assessment and on the forgoing
criteria, management has concluded that, as of June 30, 2020, the Company’s internal control over financial reporting is
effective.
This annual report does not include an
attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to
the exemption provided to issuers that are not “large accelerated filers” or “accelerated filers” under
the Dodd-Frank Wall Street Reform and Consumer Protection Act.
/s/ Don D. Jennings /s/ R. Clay Hulette
Don D. Jennings R. Clay Hulette
Chief Executive Officer Vice President and Chief Financial Officer
30
(c) Changes to Internal Control Over Financial Reporting
There were no changes in our internal
control over financial reporting that occurred during the quarter ended June 30, 2020 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Not applicable.
31
PART III
Item 10.Directors,
Executive Officers, and Corporate Governance.
Directors
The information contained under the section
captioned “Item I ─ Election of Directors” in the Company’s definitive proxy statement for the
Company’s 2019 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated herein by reference.
Executive Officers
The information regarding the Company’s
executive officers is incorporated herein by reference to “Item I – Election of Directors” in the Proxy
Statement.
Corporate Governance
Information regarding the Company’s
Audit Committee and Audit Committee financial expert is incorporated herein by reference to the section captioned “Corporate
Governance and Board Matters ─ Committees of the Board of Directors – Audit Committee” in the Proxy Statement.
Compliance with Section 16(a) of the
Exchange Act
Information regarding compliance with
Section 16(a) of the Exchange Act is incorporated by reference to section captioned “Other Information Relating to Directors
and Executive Officers – Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.
Disclosure of Code of Ethics
Kentucky First has adopted a Code of Ethics
and Business Conduct that applies to all of its directors, officers and employees. To obtain a copy of this document at no charge,
please write to Kentucky First Federal Bancorp, P.O. Box 535, Frankfort, Kentucky 40602-0535, or call toll-free (888) 818-3372
and ask for Investor Relations.
Item 11.Executive
Compensation.
The information contained under the section
captioned “Executive Compensation” in the Proxy Statement is incorporated herein by reference.
Item 12.Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
32
Equity compensation plans approved by security holders — — —
Equity compensation plans not approved by security holders — — —
Total — — —
Item 13.Certain
Relationships and Related Transactions, and Director Independence.
Certain Relationships and Related Transactions
The information required by this item
is incorporated herein by reference to the section captioned “Other Information Relating to Directors and Executive Officers
– Transactions with Related Persons” in the Proxy Statement.
Corporate Governance
For information regarding director independence,
the section captioned, “Corporate Governance and Board Matters – Director Independence” is incorporated
herein by reference.
Item 14. Principal Accountant Fees
and Services.
The information required by this item
is incorporated herein by reference to the section captioned “Audit Related Matters” in the Proxy Statement.
33
PART IV
Item 15.Exhibits
and Financial Statement Schedules.
(a) List of Documents Filed as Part
of This Report
Report
of Independent Registered Public Accounting Firm
Consolidated
Balance Sheets as of June 30, 2020 and 2019
Consolidated
Statements of Income for the Years Ended June 30, 2020 and 2019
Consolidated
Statements of Comprehensive Income for the Years Ended June 30, 2020 and 2019
Consolidated
Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2020 and 2019
Consolidated
Statements of Cash Flows for the Years Ended June 30, 2020 and 2019
Notes
to Consolidated Financial Statements
No. Description
3.11 Charter of Kentucky First Federal Bancorp
3.22 Amended and Restated Bylaws of Kentucky First Federal Bancorp
3.33 Amendment No. 1 to the Bylaws of Kentucky First Federal Bancorp
3.44 Amendment No. 2 to the Bylaws of Kentucky First Federal Bancorp
4.11 Specimen Stock Certificate of Kentucky First Federal Bancorp
10.96 Kentucky First Federal Bancorp 2005 Equity Incentive Plan†
10.107 Form of Restricted Stock Award Agreement†
10.117 Form of Incentive Stock Option Award Agreement†
10.127 Form of Non-Statutory Option Award Agreement†
13 Annual Report to Stockholders for the Fiscal Year Ended June 30, 2020
21 Subsidiaries
23.1 Consent of BKD, LLP
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
† Management contract or compensation plan or arrangement.
34
Item 16.Form
10-K Summary.
Not applicable.
35
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KENTUCKY FIRST FEDERAL BANCORP
September 28, 2020 By: /s/ Don D. Jennings
Don D. Jennings
Chief Executive Officer
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
/s/ Don D. Jennings September 28, 2020
Don D. Jennings
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ R. Clay Hulette September 28, 2020
R. Clay Hulette
Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/ Tony D. Whitaker September 28, 2020
Tony D. Whitaker
Chairman of the Board
/s/ Stephen G. Barker September 28, 2020
Stephen G. Barker
Director
/s/ Walter G. Ecton, Jr. September 28, 2020
Walter G. Ecton, Jr.
Director
/s/ William D. Gorman, Jr. September 28, 2020
William D. Gorman, Jr.
Director
/s/ David R. Harrod September 28, 2020
David R. Harrod
Director
/s/ William H. Johnson September 28, 2020
William H. Johnson
Director
36