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.
27
(b) Internal Control Over Financial Reporting
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, 2023, 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, 2023, 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
28
(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, 2023 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.
Not applicable.
29
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 2023
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.
30
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
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.
31
PART IV
Item 15. Exhibits and Financial Statement
Schedules.
(a) List of Documents Filed as Part of This Report
Consolidated Statements of Income for the Years Ended June 30, 2023 and 2022 24
Notes to Consolidated Financial Statements 29
32
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
3.55 Amendment No. 3 to the Bylaws of Kentucky First Federal Bancorp
4.11 Specimen Stock Certificate of Kentucky First Federal Bancorp
13 Annual Report to Stockholders for the Fiscal Year Ended June 30, 2023
21 Subsidiaries
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.
Item 16. Form 10-K Summary.
Not applicable.
33
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, 2023 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, 2023
Don D. Jennings
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ R. Clay Hulette September 28, 2023
R. Clay Hulette
Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/ Tony D. Whitaker September 28, 2023
Tony D. Whitaker
Chairman of the Board
/s/ Stephen G. Barker September 28, 2023
Stephen G. Barker
Director
/s/ Walter G. Ecton, Jr. September 28, 2023
Walter G. Ecton, Jr.
Director
/s/ Lou Ella Farler September 28, 2023
Lou Ella Farler
Director
/s/ William D. Gorman, Jr. September 28, 2023
William D. Gorman, Jr.
Director
/s/ David R. Harrod September 28, 2023
David R. Harrod
Director
/s/ William H. Johnson September 28, 2023
William H. Johnson
Director
34