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| UNITED STATES | OMB Number: | 3235-0058 | |
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| SEC File Number | |||
| FORM 12b-25 | 000-51176 | ||
| NOTIFICATION OF LATE FILING | CUSIP Number | ||
| 491292108 | |||
| (check one): | ☒ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☐ Form 10-Q |
| ☐ Form 10-D | ☐ Form N-CEN | ☐ Form N-CSR | ||
| For Period Ended: June 30, 2024 | ||||
| ☐ | Transition Report on Form 10-K | |
| ☐ | Transition Report on Form 20-F | |
| ☐ | Transition Report on Form 11-K | |
| ☐ | Transition Report on Form 10-Q | |
| For the Transition Period Ended: ___________________ | ||
Read Instructions Before Preparing Form. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Kentucky First Federal Bancorp
Full Name of Registrant
Former Name if Applicable
655 Main Street
Address of Principal Executive Office (Street and Number)
Hazard, Kentucky 41702
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| ☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Kentucky First Federal Bancorp (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2024 (the “2024 Form 10-K’), within the prescribed time period because the Company and Clark, Schaefer, Hackett & Co., the Company’s independent registered public accounting firm, require additional time to provide the requested documents to complete the audit and Clark, Schaefer, Hackett & Co. is not able to complete the audit of the Company’s consolidated financial statements as of and for the fiscal year ended June 30, 2024 in accordance with the standards of the Public Company Accounting Oversight Board. The Company expects to file the 2024 Form 10-K within the extension period of 15 calendar days as provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
Attached hereto and filed as Exhibit 99.1 to this Form 12b-25 is the statement of Clark, Schaefer, Hackett & Co. as contemplated by Rule 12b-25(c).
Cautionary Note Regarding Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, including those relating to the filing of the 2024 Form 10-K, other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company. The Company undertakes no obligation to update any such statement now or in the future.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification |
Don
Jennings |
(502) | 223-1638 | |||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s). Yes ☒ No ☐ |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ? Yes ☒ No ☐ |
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
For the fiscal year ended June 30, 2024, the Company reported a net loss of $1.7 million or ($0.21) diluted earnings per share compared to net earnings of $933,000 or $0.11 diluted earnings per share for the fiscal year ended June 30, 2023. The net loss included a $947,000 goodwill impairment charge recorded in the three month period ended June 30, 2024. Net income for the fiscal year ended June 30, 2024 decreased $2.7 million or 284.5% compared to the fiscal year ended June 30, 2023 primarily due to the goodwill impairment charge combined with decreased net interest income. Net interest income declined by $1.9 million or 21.0% and totaled $7.0 million for the fiscal year ended June 30, 2024, as interest income increased $3.5 million or 27.6% to $16.3 million and interest expense increased $5.4 million or 137.9% to $9.3 million. Non-interest expense increased $1.4 million for the fiscal year ended June 30, 2024, primarily due to the goodwill impairment charge accounting for 69.5% of the increase. The average rate earned on interest-earning assets increased 69 basis points to 4.62% and was the primary reason for the increase in interest income for the fiscal year ended June 30, 2024, although average interest-earning assets also increased $27.8 million or 8.6% to $352.5 million for the 2024 fiscal year. The average rate paid on interest-bearing liabilities increased 168 basis points to 3.13% and was the primary reason for the increase in interest expense.
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Kentucky First Federal Bancorp
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | September 30, 2024 | /s/ Don Jennings | ||
| By: | Don Jennings | |||
| Title: | President and Chief Executive Officer | |||
INSTRUCTION: The Form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the Form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the Form.
| ATTENTION |
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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