- Quarterly Report (10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

	(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 000-50592

K-FED BANCORP
(Exact name of registrant as specified in its charter)

Federal		20-0411486
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

1359 N. Grand Avenue, Covina, CA		91724
(Address of principal executive offices)		(Zip Code)

	(800) 524-2274
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock, $.01 par value – 13,290,200 shares outstanding as of November 15, 2010.

Form 10-Q

K-FED BANCORP

Table of Contents

		Page
Part I.	FINANCIAL INFORMATION

Item 1:	Financial Statements (Unaudited)
	Consolidated Statements of Financial Condition at September 30, 2010 and June 30, 2010	1
	Consolidated Statements of Income and Comprehensive Income for the Three Months Ended September 30, 2010 and 2009	2
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended September 30, 2010	3
	Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2010 and 2009	4
	Notes to Consolidated Financial Statements	5

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3:	Quantitative and Qualitative Disclosures about Market Risk	28

Item 4:	Controls and Procedures	29

Part II.	OTHER INFORMATION

Item 1:	Legal Proceedings	29
Item 1A:	Risk Factors	30
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3:	Defaults upon Senior Securities	30
Item 4:	Reserved and Removed	30
Item 5:	Other Information	30
Item 6:	Exhibits	31

	SIGNATURES	32

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Part I — FINANCIAL INFORMATION

Item 1. Financial Statements

K-FED BANCORP AND SUBSIDIARY

Consolidated Statements of Financial Condition

(Unaudited)

(Dollars in thousands, except per share data)

	September 30, 2010			June 30, 2010
ASSETS
Cash and due from banks	$	8,594		$	7,785
Federal funds sold		70,010			31,775
Total cash and cash equivalents		78,604			39,560
Interest earning time deposits in other financial institutions		6,230			19,267
Securities available-for-sale, at fair value		1,916			2,290
Securities held-to-maturity, fair value of $3,542 and $3,866 at September 30, 2010 and June 30, 2010, respectively		3,408			3,751
Federal Home Loan Bank (FHLB) stock, at cost		11,711			12,179
Loans receivable, net of allowance for loan losses of $12,692 and $13,309 at September 30, 2010 and June 30, 2010, respectively		743,830			757,985
Accrued interest receivable		3,045			3,234
Premises and equipment, net		2,051			2,035
Core deposit intangible		70			85
Goodwill		3,950			3,950
Bank-owned life insurance		12,496			12,372
Real estate owned		1,142			1,373
Other assets		9,584			8,721
Total assets	$	878,037		$	866,802
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Deposits
Noninterest bearing	$	57,726		$	53,022
Interest bearing		582,258			577,672
Total deposits		639,984			630,694
Federal Home Loan Bank advances, short-term		97,000			77,000
Federal Home Loan Bank advances, long-term		40,000			60,000
Accrued expenses and other liabilities		4,899			4,403
Total liabilities		781,883			772,097
Commitments and contingent liabilities
Stockholders’ equity
Nonredeemable serial preferred stock, $.01 par value; 2,000,000 shares authorized; issued and outstanding — none		—			—
Common stock, $0.01 par value; 18,000,000 authorized; September 30, 2010 — 14,728,440 shares issued June 30, 2010 — 14,728,440 shares issued		147			147
Additional paid-in capital		59,542			59,513
Retained earnings		56,292			54,996
Accumulated other comprehensive income, net of tax		42			32
Unearned employee stock ownership plan (ESOP) shares		(1,592	)		(1,706	)
Treasury stock, at cost (September 30, 2010 — 1,438,240 shares; June 30, 2010 — 1,438,240 shares)		(18,277	)		(18,277	)
Total stockholders’ equity		96,154			94,705
Total liabilities and stockholders’ equity	$	878,037		$	866,802
The accompanying notes are an integral part of these unaudited consolidated financial statements

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K-FED BANCORP AND SUBSIDIARY

Consolidated Statements of Income and Comprehensive Income

(Unaudited)

(Dollars in thousands, except per share data)

	Three Months Ended September 30,
	2010			2009
Interest income
Interest and fees on loans	$	11,031		$	11,033
Interest on securities, taxable		65			102
Federal Home Loan Bank dividends		14			27
Other interest		80			158
Total interest income		11,190			11,320
Interest expense
Interest on deposits		2,489			2,807
Interest on borrowings		1,589			2,323
Total interest expense		4,078			5,130
Net interest income		7,112			6,190
Provision for loan losses		750			865
Net interest income after provision for loan losses		6,362			5,325
Noninterest income
Service charges and fees		452			617
ATM fees and charges		504			450
Referral commissions		75			81
Loss on equity investment		(60	)		(75	)
Bank-owned life insurance		124			122
Other noninterest income		5			5
Total noninterest income		1,100			1,200
Noninterest expense
Salaries and benefits		2,233			2,142
Occupancy and equipment		585			598
ATM expense		451			411
Advertising and promotional		79			104
Professional services		256			183
Federal deposit insurance premiums		262			251
Postage		66			64
Telephone		175			181
Other operating expense		583			339
Total noninterest expense		4,690			4,273
Income before income tax expense		2,772			2,252
Income tax expense		1,008			842
Net income	$	1,764		$	1,410
Comprehensive income	$	1,774		$	1,405
Earnings per common share:
Basic	$	0.13		$	0.11
Diluted	$	0.13		$	0.11
The accompanying notes are an integral part of these unaudited consolidated financial statements

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K-FED BANCORP AND SUBSIDIARY

Consolidated Statements of Stockholders’ Equity

(Unaudited)

			Common Stock															Treasury Stock
	Comprehensive Income		Shares		Amount		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income, net		Unearned ESOP Shares			Shares			Amount			Total
Balance June 30, 2010				14,728,440	$	147	$	59,513		$	54,996		$	32	$	(1,706	)		(1,438,240	)	$	(18,277	)	$	94,705
Comprehensive income
Net income for the three months ended September 30, 2010	$	1,764		—		—		—			1,764			—		—			—			—			1,764
Other comprehensive income – unrealized loss on securities, net of tax		10		—		—		—			—			10		—			—			—			10
Total comprehensive income	$	1,774
Dividends declared ($0.11 per share) *				—		—		—			(468	)		—		—			—			—			(468	)
Stock options earned				—		—		21			—			—		—			—			—			21
Allocation of stock awards				—		—		27			—			—		—			—			—			27
Allocation of ESOP common stock				—		—		(19	)		—			—		114			—			—			95
Balance September 30, 2010				14,728,440	$	147	$	59,542		$	56,292		$	42	$	(1,592	)		(1,438,240	)	$	(18,277	)	$	96,154


* K-Fed Mutual Holding Company waived its receipt of dividends on the 8,861,750 shares it owns.








The accompanying notes are an integral part of these unaudited consolidated financial statements

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K-FED BANCORP AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)

(Dollars in thousands)

	Three Months Ended September 30,
	2010			2009
OPERATING ACTIVITIES
Net income	$	1,764		$	1,410
Adjustments to reconcile net income to net cash provided by operating activities:
(Accretion) Amortization of net premiums on securities		(1	)		1
Accretion of net discounts on loan purchases		(9	)		(1	)
Amortization of net loan origination costs		27			16
Provision for loan losses		750			865
Gain on sale of REO		(2	)		(8	)
REO direct write-down		126			—
Depreciation and amortization		173			196
Amortization of core deposit intangible		15			19
Loss on equity investment		60			75
Increase in cash surrender value of bank-owned life insurance		(124	)		(122	)
Accretion of debt exchange costs		—			(4	)
Allocation of ESOP common stock		95			102
Allocation of stock awards		27			108
Stock options earned		21			85
Net change in accrued interest receivable		189			1
Net change in other assets		(1,042	)		39
Net change in accrued expenses and other liabilities		496			(87	)
Net cash provided by operating activities		2,565			2,695

INVESTING ACTIVITIES
Proceeds from maturities and principal repayments of available-for-sale securities		392			638
Proceeds from maturities and principal repayments of held-to-maturity securities		343			596
Net change in interest earning time deposits with other financial institutions		13,037			(2,614	)
Net change in loans		12,954			(13,411	)
Proceeds from sale of real estate owned		652			504
Redemption of FHLB stock		468			—
Purchases of premises and equipment		(189	)		(60	)
Net cash provided by (used in) investing activities		27,657			(14,347	)

FINANCING ACTIVITIES
Repayment of FHLB advances		—			(60,000	)
Dividends paid on common stock		(468	)		(463	)
Purchase of treasury stock		—			(6	)
Net change in deposits		9,290			31,923
Net cash provided by (used in) financing activities		8,822			(28,546	)

Net increase (decrease) in cash and cash equivalents		39,044			(40,198	)
Beginning cash and cash equivalents		39,560			73,705
Ending cash and cash equivalents	$	78,604		$	33,507

The accompanying notes are an integral part of these unaudited consolidated financial statements

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K-FED BANCORP AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business : K-Fed Bancorp (or the “Company”) is a majority-owned subsidiary of K-Fed Mutual Holding Company (the “Parent” or “MHC”). The Company and its Parent are holding companies. The Company’s sole subsidiary, Kaiser Federal Bank (or the “Bank”), is a federally chartered stock savings association, which provides retail and commercial banking services to individuals and business customers from its nine branch locations throughout California. While the Bank originates many types of residential and commercial real estate loans, the majority of its one-to-four family real estate loans have been purchased from other financial institutions.

The Company’s business activities generally are limited to passive investment activities and oversight of its investment in the Bank. Unless the context otherwise requires, all references to the Company include the Bank and the Company on a consolidated basis.

Basis of Presentation: The financial statements of K-Fed Bancorp have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and predominant practices followed by the financial services industry, and are unaudited. In the opinion of the Company’s management, all adjustments consisting of normal recurring accruals necessary for (i) a fair presentation of the financial condition and results of operations for the interim periods included herein and (ii) to make such statements not misleading have been made.

The results of operations for the three months ended September 30, 2010 are not necessarily indicative of the results of operations that may be expected for any other interim period or for the fiscal year ending June 30, 2011. Certain information and note disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Therefore, these consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes included in the 2010 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Principles of Consolidation: The consolidated financial statements presented in this quarterly report include the accounts of K-Fed Bancorp and its wholly-owned subsidiary, Kaiser Federal Bank. All material intercompany balances and transactions have been eliminated in consolidation. K-Fed Mutual Holding Company is owned by the depositors of the Bank. These financial statements do not include the transactions and balances of K-Fed Mutual Holding Company.

Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Changes in these estimates and assumptions are considered reasonably possible and may have a material impact on the consolidated financial statements and thus actual results could differ from the amounts reported and disclosed herein. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, real estate owned and the valuation of financial instruments.

Reclassifications: Some items in prior year financial statements were reclassified to conform to the current presentation.

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Adoption of New Accounting Standards:

In June 2009, the Financial Accounting Standards Board (“FASB”) issued new authoritative guidance under ASC Topic 860, “Transfers and Servicing,” to enhance reporting about transfers of financial assets, including securitizations, and where companies have continuing exposure to the risks related to transferred financial assets. ASC Topic 860 eliminates the concept of a “qualifying special-purpose entity” and changes the requirements for derecognizing financial assets. ASC Topic 860 also requires additional disclosures about all continuing involvements with transferred financial assets including information about gains and losses resulting from transfers during the period. The new authoritative guidance under ASC Topic 860 is effective at the start of the fiscal year beginning after November 15, 2009. Early application is not permitted. The adoption of this guidance did not have a material impact upon the Company.

In June 2009, the FASB issued new authoritative guidance under Statement of Financial Accounting Standard (“SFAS”) No. 167, “Amendments to FASB Interpretation No. 46R.” In December 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-17 which provides updates to ASC Topic 810, “Consolidations” This guidance changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting or similar rights should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The guidance requires additional disclosures about the reporting entity’s involvement with variable-interest entities and any significant changes in risk exposure due to that involvement as well as its affect on the entity’s financial statements. The new guidance under ASC Topic 810 is effective at the start of the fiscal year beginning after November 15, 2009. Early application is not permitted. The adoption of this guidance did not have a material impact upon the Company.

Newly Issued Accounting Standards:

In July 2010, the FASB amended existing guidance related to financing receivables and the allowance for credit losses, which requires further disaggregated disclosures that improve financial statement users’ understanding of 1) the nature of an entity’s credit risk associated with its financing receivables and 2) the entity’s assessment of that risk in estimating its allowance for credit losses as well as changes in the allowance and the reasons for those changes. The new and amended disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position, but it will require expansion of the Company’s future disclosures.

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Note 2 – Earnings Per Share

Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. Employee Stock Ownership Plan (“ESOP”) shares are considered outstanding for this calculation unless unearned. All outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends are considered participating securities for this calculation and had an immaterial impact on the calculation for the three months ended September 30, 2010 and 2009. Diluted earnings per common share includes the dilutive effect of additional potential common shares issuable under stock options.

	Three months ended September 30,
	2010		2009
Basic	(Dollars in thousands, except per share data)
Net income	$	1,764	$	1,410
Weighted average common shares outstanding		13,119,722		13,088,485
Basic earnings per share	$	0.13	$	0.11

Diluted
Net income	$	1,764	$	1,410

Weighted average common shares outstanding		13,119,722		13,088,485
Dilutive effect of stock options		85		—
Average shares and dilutive potential common shares		13,119,807		13,088,485
Diluted earnings per share	$	0.13	$	0.11

For the three months ended September 30, 2010 and 2009 outstanding stock options to purchase 452,900 and 484,400 shares were anti-dilutive and not considered in computing diluted earnings per common share.

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Note 3 – Fair Value Measurements

FASB ASC 820-10 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 : Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 : Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair values of securities available-for-sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

There were no financial or nonfinancial instruments transferred in or out of Level 1, 2, or 3 input categories during the three months ended September 30, 2010 and 2009.

The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Nonrecurring adjustments to certain real estate properties classified as real estate owned are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property, resulting in a Level 3 classification. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

As of September 30, 2010 and June 30, 2010, there were no liabilities measured at fair value.

Assets measured at fair value on a recurring basis are summarized in the following table:

			Fair Value Measurements Using
Assets at September 30, 2010:	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Available-for-sale securities
Mortgage-backed securities (residential)	$	292	$	—	$	292	$	—
Collateralized mortgage obligations (residential)	$	1,624	$	—	$	1,624	$	—

Assets at June 30, 2010:

Available-for-sale securities
Mortgage-backed securities (residential)	$	341	$	—	$	341	$	—
Collateralized mortgage obligations (residential)	$	1,949	$	—	$	1,949	$	—

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The following financial assets were measured at fair value on a non-recurring basis:

			Fair Value Measurements Using
Assets at September 30, 2010:	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Impaired loans	$	15,316	$	—	$	—	$	15,316

Assets at June 30, 2010:

Impaired loans	$	20,829	$	—	$	—	$	20,829

The following nonfinancial assets were measured at fair value on a non-recurring basis:

			Fair Value Measurements Using
Assets at September 30, 2010:	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
	(Dollars in thousands)
Real estate owned	$	464		$	—		$	—		$	464

Assets at June 30, 2010:

Real estate owned	$	429		$	—		$	—		$	429

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a principal balance of $20.1 million at September 30, 2010 as compared to $26.1 million at June 30, 2010. The fair value of collateral is calculated using an independent third party appraisal. The valuation allowance for these loans was $4.7 million at September 30, 2010 as compared to $5.3 million at June 30, 2010. An additional provision for loan losses of $828,000 was made for the three months ended September 30, 2010 relating to impaired loans.

Real estate owned is measured at fair value less estimated costs to sell at transfer. If the fair value of the asset declines, a write-down is recorded through expense. During the three months ended September 30, 2010 the Company incurred a charge of $126,000 to reduce real estate owned to fair value. During the three months ended September 30, 2009, the Company did not incur any charges to reduce real estate owned to fair value.

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Fair Value of Financial Instruments

The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is necessarily required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a market exchange. The use of different assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The following methods and assumptions were used to estimate fair value of each class of financial instruments for which it is practicable to estimate fair value:

Investments

Estimated fair values for investments are obtained from quoted market prices where available. Where quoted market prices are not available, estimated fair values are based on quoted market prices of comparable instruments.

Securities available-for-sale that are previously reported are excluded from the fair value disclosure below.

Loans

The estimated fair value for all loans is determined by discounting the estimated cash flows using the current rate at which similar loans would be made to borrowers with similar credit ratings and maturities.

Impaired loans that are previously reported are excluded from the fair value disclosure below.

Deposits

The estimated fair value of deposit accounts (savings, non interest bearing demand and money market accounts) is the carrying amount. The fair value of fixed-maturity time certificates of deposit is estimated by discounting the estimated cash flows using the current rate at which similar certificates would be issued.

FHLB Advances

The fair values of the FHLB advances are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Other On-Balance Sheet Financial Instruments

Other on-balance sheet financial instruments include cash and cash equivalents, interest earning time-deposits in other financial institutions, accrued interest receivable, FHLB stock and accrued expenses and other liabilities. The carrying value of each of these financial instruments is a reasonable estimation of fair value. It was not practicable to determine the fair value of FHLB stock due to restrictions placed on its transferability.

Off-Balance Sheet Financial Instruments

The fair values for the Company’s off-balance sheet loan commitments are estimated based on fees charged to others to enter into similar agreements taking into account the remaining terms of the agreements and credit standing of the Company’s customers. The estimated fair value of these commitments is not significant.

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The estimated fair values of the Company’s financial instruments are summarized as follows:

	September 30, 2010				June 30, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In thousands)
Financial assets:
Cash and cash equivalents	$	78,604	$	78,604	$	39,560	$	39,560
Interest earning time deposits in other financial institutions		6,230		6,230		19,267		19,267
Securities held-to-maturity		3,408		3,542		3,751		3,866
Federal Home Loan Bank Stock		11,711	NA			12,179	NA
Loans receivable, net		728,514		750,959		737,156		756,778
Accrued interest receivable		3,045		3,045		3,234		3,234
Financial liabilities:
Deposits		639,984		648,750		630,694		637,684
Borrowings		137,000		140,998		137,000		141,773

Note 4 – Investments

The amortized cost and fair value of available-for-sale securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income were as follows:

	Fair Value		Gross Unrealized Gains		Gross Unrealized Losses			Amortized Cost
	(In thousands)
September 30, 2010
Mortgage-backed (residential):
Freddie Mac	$	292	$	9	$	—		$	283
Collateralized mortgage obligations (residential):
Freddie Mac		1,624		63		—			1,561
Total	$	1,916	$	72	$	—		$	1,844

June 30, 2010
Mortgage-backed (residential):
Freddie Mac	$	341	$	9	$	─		$	332
Collateralized mortgage obligations (residential):
Freddie Mac		1,949		48		(3	)		1,904
Total	$	2,290	$	57	$	(3	)	$	2,236

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The carrying amount, unrecognized gains and losses, and fair value of securities held-to-maturity were as follows:

	Carrying Amount		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
	(In thousands)
September 30, 2010
Mortgage-backed
Fannie Mae	$	153	$	2	$	─		$	155
Freddie Mac		125		5		─			130
Ginnie Mae		58		2		─			60
Collateralized mortgage obligations
Fannie Mae		1,245		44		─			1,289
Freddie Mac		1,827		81		─			1,908
Total	$	3,408	$	134	$	─		$	3,542

June 30, 2010
Mortgage-backed
Fannie Mae	$	162	$	2	$	─		$	164
Freddie Mac		131		5		─			136
Ginnie Mae		60		2		─			62
Collateralized mortgage obligations
Fannie Mae		1,352		34		─			1,386
Freddie Mac		2,046		79		(7	)		2,118
Total	$	3,751	$	122	$	(7	)	$	3,866

There were no sales of securities during the three months ended September 30, 2010 or September 30, 2009.

Securities with unrealized losses at September 30, 2010 and June 30, 2010, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:

Less than 12 months

12 months or more

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Loss

Value

Loss

Value

Loss

(In thousands)

September 30, 2010

Description of Securities

Collateralized mortgage obligations

─

Total temporarily impaired

─

June 30, 2010

Description of Securities

Collateralized mortgage obligations

1,120

(10)

─

1,120

(10)

Total temporarily impaired

1,120

(10)

─

1,120

(10)

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The Company evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the Company does not have the intent to sell these securities and it is not more than likely it will be required to sell the securities before their anticipated recovery. In analyzing an issuer’s financial condition, the Company may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition.

The unrealized losses relate principally to the general change in interest rates and liquidity, and not credit quality, that has occurred since the securities purchase dates, and such unrecognized losses or gains will continue to vary with general interest rate level fluctuations in the future. As management has the intent and ability to hold debt securities until recovery, which may be maturity, and it is not more than likely it will be required to sell the securities before their anticipated recovery, no declines in fair value are deemed to be other-than-temporary as of September 30, 2010 and June 30, 2010.

Note 5 – Loans

The composition of loans consists of the following (in thousands):

	September 30, 2010			June 30, 2010
Real Estate:
One-to-four family residential, fixed rate	$	261,968		$	276,995
One-to-four family residential, variable rate		56,569			58,636
Multi-family residential, variable rate		285,790			278,397
Commercial real estate, variable rate		112,946			113,458
		717,273			727,486
Consumer:
Automobile		26,294			29,492
Home equity		1,016			1,096
Other consumer loans, primarily unsecured		11,356			12,672
		38,666			43,260
Total loans		755,939			770,746
Deferred net loan origination costs		633			607
Net discounts on purchased loans		(50	)		(59	)
Allowance for loan losses		(12,692	)		(13,309	)
	$	743,830		$	757,985

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The following is the activity in the allowance for loan losses (in thousands):

	Three months ended September 30,
	2010			2009
Balance, beginning of period	$	13,309		$	4,586
Provision for loan losses		750			865
Recoveries		35			36
Loans charged off		(1,402	)		(190	)
Balance, end of period	$	12,692		$	5,297

At September 30, 2010, non-accrual loans totaled $27.2 million, compared to $31.5 million at June 30, 2010. At September 30, 2010 and June 30, 2010, there were no loans past due more than 90 days and still accruing interest. Included in non-accrual loans are troubled debt restructurings of $10.3 million and $13.0 million at September 30, 2010 and June 30, 2010, respectively. There were no further commitments to customers whose loans are troubled debt restructurings at September 30, 2010 and June 30, 2010.

A loan is impaired when it is probable, based on current information and events, the Bank will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. When it is determined that a loss is probable, a specific valuation allowance is established and included in the allowance for loan losses. The amount of impairment is determined by the difference between the recorded investment in the loan and estimated net realizable value of the underlying collateral on collateral dependent loans.

Individually impaired loans were as follows (in thousands):

	September 30, 2010		June 30, 2010
Loans with no allocated allowance	$	7,126	$	8,289
Loans with allocated allowance		20,061		26,120
	$	27,187	$	34,409

Total allowance for loan losses allocated	$	4,745	$	5,291

	Three months ended September 30,
	2010		2009
Monthly average of individually impaired loans during the period	$	30,798	$	11,081

Payments received on impaired loans are recorded as a reduction of principal or as interest income depending on management’s assessment of the ultimate collectability of the loan principal. Generally, interest income on an impaired loan is recorded on a cash basis when the outstanding principal is brought current. For the three months ended September 30, 2010, income recorded on impaired loans totaled $200,000. For the three months ended September 30, 2009, income recorded on impaired loans totaled $28,000. Interest income recorded on impaired loans for all periods presented was recorded on a cash basis.

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Note 6 – Plan of Conversion and Reorganization

The Board of Directors of the MHC, the Company and the Bank adopted a Plan of Conversion and Reorganization (the “Plan”) on May 27, 2010, as amended August 24, 2010. The Plan is subject to the approval of the Company’s stockholders, the Bank’s depositors and the Office of Thrift Supervision. Pursuant to the Plan, the MHC will convert from the mutual holding company form of organization to the fully public stock form. The MHC will then no longer exist. Pursuant to the Plan, the Company, which owns 100% of the Bank, also will be succeeded by a Maryland corporation, Kaiser Federal Financial Group, Inc. As part of the conversion, the MHC’s ownership interest of the Company will be offered for sale in a public offering. The existing publicly held shares of the Company, which represent the minority ownership interest in the Company, will be exchanged for new shares of common stock of Kaiser Federal Financial Group, Inc. The exchange ratio will ensure that immediately after the conversion and public offering, the public stockholders of the Company will own the same aggregate percentage of Kaiser Federal Financial Group, Inc. that they owned immediately prior to that time, excluding any new shares purchased in the offering or cash paid in lieu of fractional shares. When the conversion and public offering are completed, all of the capital stock of the Bank will be owned by Kaiser Federal Financial Group, Inc.

The cost of conversion and issuing the capital stock will be deferred and deducted from the proceeds of the offering. In the event the conversion and offering are not completed, any deferred costs will be charged to operations. At September 30, 2010, the Company has included in Other Assets in the Consolidated Statements of Financial Condition $783,000 of capitalized costs related to the conversion and reorganization.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements and information relating to the Company and the Bank that are based on the beliefs of management as well as assumptions made by and information currently available to management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often includes words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “should,” “could,” or “may” and similar expressions or the negative thereof. Certain factors that could cause actual results to differ materially from expected results include, changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business of K-Fed Bancorp and Kaiser Federal Bank, and changes in the securities markets. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. We caution readers not to place undue reliance on forward-looking statements. The Company disclaims any obligation to revise or update any forward-looking statements contained in this Form 10-Q to reflect future events or developments.

New Federal Legislation

Congress has recently enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act which will significantly change the current bank regulatory structure and affect the lending, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act will eliminate our current primary federal regulator, the Office of Thrift Supervision, and will require Kaiser Federal Bank to be regulated by the Office of the Comptroller of the Currency (the primary federal regulator for national banks). The Dodd-Frank Act also authorizes the Board of Governors of the Federal Reserve System to supervise and regulate all savings and loan holding companies like K-Fed Bancorp, in addition to bank holding companies which it currently regulates. As a result, the Federal Reserve Board’s current regulations applicable to bank holding companies, including holding company capital requirements, will apply to savings and loan holding companies like K-Fed Bancorp. These capital requirements are substantially similar to the capital requirements currently applicable to Kaiser Federal Bank. The Dodd-Frank Act also requires the Federal Reserve Board to set minimum capital levels for bank holding companies that are as stringent as those required for the insured depository subsidiaries, and the components of Tier 1 capital would be restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions. Bank holding companies with assets of less than $500 million are exempt from these capital requirements. Under the Dodd-Frank Act, the proceeds of trust preferred securities are excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by bank or savings and loan holding companies with less than $15 billion of assets. The legislation also establishes a floor for capital of insured depository institutions that cannot be lower than the standards in effect today, and directs the federal banking regulators to implement new leverage and capital requirements within 18 months that take into account off-balance sheet activities and other risks, including risks relating to securitized products and derivatives.

The Dodd-Frank Act also creates a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions such as Kaiser Federal Bank, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets will be examined by their applicable bank regulators, in Kaiser Federal Bank’s case, the Office of the Comptroller of the Currency. The new legislation also weakens the federal preemption available for national banks and federal savings associations, and gives state attorneys general the ability to enforce applicable federal consumer protection laws.

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The legislation also broadens the base for Federal Deposit Insurance Corporation insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution. The Dodd-Frank Act also permanently increases the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2009, and non-interest bearing transaction accounts have unlimited deposit insurance through December 31, 2013. Additionally, effective July 6, 2010, regulatory changes in overdraft and interchange fee restrictions may reduce our noninterest income. Lastly, the Dodd-Frank Act will increase stockholder influence over boards of directors by requiring companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and authorizing the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.

Market Area

Economic conditions remain weak both nationally and in our market area of California. We continue to experience a downward pressure on home prices and California remains one of the highest in the nation for foreclosure activity. California, in particular has experienced significant declines in real estate values and elevated unemployment rates. Unemployment rates in California increased to 12.4% in September 2010 as compared to 12.3% in June 2010 and 12.1% in September 2009.

Comparison of Financial Condition at September 30, 2010 and June 30, 2010.

Assets. Total assets increased $11.2 million, or 1.3% to $878.0 million at September 30, 2010 from $866.8 million at June 30, 2010. The increase primarily reflected growth in cash and cash equivalents, offset by a decrease in time deposits in other financial institutions, a decrease in our investment securities portfolio and a decrease in our net loans. Total cash and cash equivalents increased $39.0 million, or 98.5% to $78.6 million at September 30, 2010 from $39.6 million at June 30, 2010. The increase in cash and cash equivalents was primarily a result of maturing time deposits in other financial institutions, net loan repayments and increased deposits being invested in cash equivalents.

Interest earning time deposits in other financial institutions decreased $13.0 million, or 67.7% to $6.2 million at September 30, 2010 from $19.3 million at June 30, 2010. Time deposits in other financial institutions were not renewed in anticipation of $52.0 million in FHLB Advances maturing in October and November 2010.

Our investment securities portfolio decreased $717,000, or 12.0% to $5.3 million at September 30, 2010 from $6.0 million at June 30, 2010. The decrease was attributable to maturities and normal repayments of principal on our mortgage-backed securities and collateralized mortgage obligations.

Our net loan portfolio decreased by $14.2 million, or 1.9% to $743.8 million at September 30, 2010 from $758.0 million at June 30, 2010 due primarily to a decrease in one-to-four family real estate loans. One-to-four family real estate loans decreased $17.1 million, or 5.1% to $318.5 million at September 30, 2010 from $335.6 million at June 30, 2010. Multi-family loans increased $7.4 million, or 2.7% to $285.8 million at September 30, 2010 from $278.4 million at June 30, 2010. Commercial real estate loans decreased $512,000 or 0.5% to $112.9 million at September 30, 2010 from $113.5 million at June 30, 2010. Other loans which are comprised primarily of automobile loans decreased $4.6 million, or 10.6% to $38.7 million at September 30, 2010 from $43.3 million at June 30, 2010. Real estate loans comprised 94.9% of the total loan portfolio at September 30, 2010, compared with 94.4% at June 30, 2010.

Deposits. Total deposits increased $9.3 million, or 1.5% to $640.0 million at September 30, 2010 from $630.7 million at June 30, 2010. The growth was comprised of increases of $2.4 million in certificates of deposit, $3.9 million in checking and savings accounts and $3.0 million in money market accounts.

Borrowings. Advances from the FHLB of San Francisco remain unchanged for September 30, 2010 and June 30, 2010 at $137.0 million.

Stockholders’ Equity. Stockholders’ equity increased $1.5 million to $96.2 million at September 30, 2010 from $94.7 million at June 30, 2010 primarily as a result of $1.8 million in net income for the three months ended September 30, 2010 and the allocation of ESOP shares, stock awards, and stock options totaling $143,000. This increase was partially offset by the payment of dividends of $468,000 ($0.11 per share).

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Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table sets forth certain information for the quarter ended September 30, 2010 and 2009, respectively.

	For the three months ended September 30,
				2010 (1)								2009 (1)
						Average								Average
	Average					Yield/			Average					Yield/
	Balance			Interest		Cost			Balance			Interest		Cost
	(Dollars in thousands)
INTEREST-EARNING ASSETS
Loans receivable (2)	$	750,626		$	11,031		5.88	%	$	754,024		$	11,033		5.85	%
Securities		5,712			65		4.55	%		9,069			102		4.50	%
Federal funds sold		55,451			32		0.23	%		50,180			38		0.30	%
Federal Home Loan Bank stock		11,945			14		0.47	%		12,649			27		0.85	%
Interest-earning deposits in other financial institutions		13,822			48		1.39	%		35,361			120		1.36	%
Total interest-earning assets		837,556			11,190		5.34	%		861,283			11,320		5.26	%
Noninterest earning assets		39,497								44,025
Total assets	$	877,053							$	905,308

INTEREST-BEARING LIABILITIES
Money market	$	123,188		$	229		0.74	%	$	112,042		$	309		1.10	%
Savings deposits		132,083			133		0.40	%		131,513			192		0.58	%
Certificates of deposit		325,626			2,127		2.61	%		293,292			2,306		3.14	%
Borrowings		137,000			1,589		4.64	%		214,502			2,323		4.33	%
Total interest-bearing liabilities		717,897			4,078		2.27	%		751,349			5,130		2.73	%
Noninterest bearing liabilities		63,783								60,665
Total liabilities		781,680								812,014
Equity		95,373								93,294
Total liabilities and equity	$	877,053							$	905,308
Net interest/spread				$	7,112		3.07	%				$	6,190		2.53	%

Margin (3)							3.40	%							2.87	%

Ratio of interest-earning assets to interest bearing liabilities		116.67	%							114.63	%


(1) Yields earned and rates paid have been annualized.
(2) Calculated net of deferred fees, loss reserves and includes non-accrual loans.
(3) Net interest income divided by interest-earning assets.

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Comparison of Results of Operations for the Three Months Ended September 30, 2010 and September 30, 2009.

General. Net income for the three months ended September 30, 2010 was $1.8 million, an increase of $354,000 as compared to net income of $1.4 million for the three months ended September 30, 2009. Earnings per basic and diluted common share were $0.13 for the three months ended September 30, 2010, compared to $0.11 for the three months ended September 30, 2009. The increase in net income resulted from an increase in net interest income and a reduction in the provision for loan losses partially offset by an increase in noninterest expense.

Interest Income. Interest income decreased $130,000, or 1.2%, to $11.2 million for the three months ended September 30, 2010 from $11.3 million for the three months ended September 30, 2009. The decrease in interest income was primarily due to a decline in the average balance of interest-earning assets which decreased by $23.7 million from $861.3 million for the quarter ended September 30, 2009 to $837.6 million for the quarter ended September 30, 2010, and was partially offset by an 8 basis point increase in the average yield on interest-earning assets from 5.26% for the quarter ended September 30, 2009 as compared to 5.34% for the quarter ended September 30, 2010.

Interest Expense . Interest expense decreased $1.1 million, or 21.6% to $4.1 million for the three months ended September 30, 2010 from $5.1 million for the three months ended September 30, 2009. The decrease was primarily attributable to a 46 basis point decline in the average cost of interest bearing liabilities from 2.73% for the three months ended September 30, 2009 to 2.27% for the three months ended September 30, 2010 as a result of low interest rates during the period. The decrease in interest expense was also the result of a decline in the average balance of borrowings of $77.5 million, or 36.1%, to $137.0 million for the three months ended September 30, 2010 from $214.5 million for the three months ended September 30, 2009. The decline was the result of scheduled FHLB advance repayments and was funded with available liquidity and increased deposits.

Provision for Loan Losses . Our provision for loan losses decreased to $750,000 for the three months ended September 30, 2010 compared to $865,000 for the three months ended September 30, 2009. The provision for loan losses for the three months ended September 30, 2010 was comprised of a decrease of $78,000 in general valuation allowances and an increase of $828,000 in specific valuation allowances. The provision reflects management’s continuing assessment of the credit quality of the Company’s loan portfolio, which is affected by various trends, including current economic conditions.

Noninterest Income. Our noninterest income decreased by $100,000, or 8.3% to $1.1 million for the three months ended September 30, 2010 from $1.2 million for the three months ended September 30, 2009. The decrease in noninterest income was primarily a result of a decrease in service charges and fees as a result of recent regulatory changes on overdraft charges partially offset by an increase in ATM fees and charges.

Noninterest Expense. Our noninterest expense increased $417,000, or 9.7% to $4.7 million for the three months ended September 30, 2010 from $4.3 million for the three months ended September 30, 2009. The increase in noninterest expense was primarily due to increases in REO and foreclosure expenses. REO and foreclosure expenses increased $192,000 to $183,000 for the three months ended September 30, 2010 from a gain of $9,000 for the three months ended September 30, 2009.

Income Tax Expense. Income tax expense increased $166,000, or 19.7% to $1.0 million for the three months ended September 30, 2010 compared to $842,000 for the three months ended September 30, 2009. This increase was primarily the result of higher pretax income for the three months ended September 30, 2010 compared to the three months ended September 30, 2009. The effective tax rate was 36.4% and 37.4% for the three months ended September 30, 2010 and 2009, respectively.

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Asset Quality

While delinquency rates are elevated over historical levels, we continue our disciplined lending practices including our strict adherence to a long standing regimented credit culture that emphasizes the consistent application of underwriting standards to all loans. In this regard, we fully underwrite all loans based on an applicant’s employment history, credit history and an appraised value of the subject property. With respect to loans we purchased in the past, we underwrote each loan based upon our own underwriting standards prior to making the purchase.

The following underwriting guidelines, among other things, have been used by the Bank as underwriting tools to further limit the Bank’s potential loss exposure:

·	All variable rate one-to-four family residential loans are underwritten using the fully indexed rate.

·	We only lend up to 80% of the lesser of the appraised value or purchase price for one-to-four family residential loans.

·	We only lend up to 70% of the appraised value or purchase price for multi-family residential loans.

Additionally, our portfolio has remained strongly anchored in traditional mortgage products. We do not originate or purchase construction and development loans, teaser option-ARM loans, negatively amortizing loans or high loan-to-value loans.

All of our real estate loans are secured by properties located in California. The following tables set forth our real estate loans and non-accrual real estate loans by county:

Real Estate Loans by County as of September 30, 2010
County	One-to-four family		Multi-family residential		Commercial		Total		Percent

Los Angeles	$	120,629	$	214,869	$	65,295	$	400,793		55.89	%
Orange		54,563		21,681		28,366		104,610		14.58
San Diego		27,997		16,843		2,665		47,505		6.62
Riverside		14,206		6,825		9,327		30,358		4.23
San Bernardino		13,768		16,419		4,163		34,350		4.79
Santa Clara		23,309		573		—		23,882		3.33
Alameda		12,629		63		464		13,156		1.83
Other		51,436		8,517		2,666		62,619		8.73
Total	$	318,537	$	285,790	$	112,946	$	717,273		100.00	%

Non-accrual Real Estate Loans by County as of September 30, 2010
County	One-to-four family		Multi-family residential		Commercial		Total		Percent of Non-accrual to Loans in Each Category

Los Angeles	$	7,175	$	—	$	—	$	7,175		1.79	%
Orange		2,444		—		—		2,444		2.34
San Diego		3,036		—		2,665		5,701		12.00
Riverside		2,626		230		—		2,856		9.41
San Bernardino		2,620		2,214		—		4,834		14.07
Santa Clara		703		—		—		703		2.94
Alameda		982		—		—		982		7.46
Other		2,492		—		—		2,492		3.98
Total	$	22,078	$	2,444	$	2,665	$	27,187		3.79	%

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At September 30, 2010, $198.8 million, or 62.4% of our one-to-four family residential mortgage portfolio was serviced by others. As a result of a higher level of delinquent loans nationwide, third party servicers have been unable to service and in certain circumstances foreclose on properties in a timely manner. Currently, we track the servicing of these loans on our core mortgage servicing system. We have hired additional experienced mortgage loan workout staff and reallocated existing staff to monitor the collection activity of the servicers and perform direct customer outreach when a loan becomes 30 days past due. In many instances, our role has been to provide direction to the third party servicers regarding loan modification requests and to develop collection plans for individual loans, while maintaining contact with the borrower. Due to a number of factors, including the high rate of loan delinquencies, we believe our servicers have not vigorously pursued collection efforts on our behalf. We have been unsuccessful in negotiating the transfer of these servicing rights to us and are currently pursuing legal action. We have filed legal suit against Bank of America and CitiMortgage seeking to obtain the transfer of servicing rights on $195.5 million of loans serviced by others. In anticipation of this effort, we have hired additional staff in the real estate loan servicing area.

The following table presents information concerning the composition of the one-to-four family residential loan portfolio by servicer at September 30, 2010:

	Amount		Percent			Non-performing		Percent of Non-accrual to Loans in Each Category
	(Dollars in thousands)

Purchased and serviced by others	$	198,791		62.41	%	$	15,263		7.68	%
Purchased and servicing transferred to us		27,212		8.54			2,912		10.70
Originated and serviced by us		92,534		29.05			3,903		4.22
Total	$	318,537		100.00	%	$	22,078		6.93	%

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Delinquent Loans. The following table sets forth certain information with respect to our loan portfolio delinquencies at the dates indicated.

	Loans Delinquent :
	60-89 Days			90 Days or More			Total Delinquent Loans
	Number of Loans	Amount		Number of Loans	Amount		Number of Loans	Amount
	(Dollars in thousands)
At September 30, 2010
Real estate loans:
One-to-four family	2	$	755	29	$	12,102	31	$	12,857
Multi-family	—		—	1		1,757	1		1,757
Commercial	—		—	—		—	—		—
Other loans:
Automobile	2		22	3		17	5		39
Home equity	—		—	—		—	—		—
Other	3		3	—		—	3		3
Total loans	7	$	780	33	$	13,876	40	$	14,656

At June 30, 2010
Real estate loans:
One-to-four family	3	$	1,297	33	$	13,373	36	$	14,670
Multi-family	—		—	2		2,786	2		2,786
Commercial	—		—	—		—	—		—
Other loans:
Automobile	4		35	—		—	4		35
Home equity	—		—	1		63	1		63
Other	—		—	2		4	2		4
Total loans	7	$	1,332	38	$	16,226	45	$	17,558

At June 30, 2009
Real estate loans:
One-to-four family	6	$	2,212	14	$	6,220	20	$	8,432
Multi-family	—		—	—		—	—		—
Commercial	—		—	—		—	—		—
Other loans:
Automobile	3		16	—		—	3		16
Home equity	—		—	—		—	—		—
Other	11		16	6		11	17		27
Total loans	20	$	2,244	20	$	6,231	40	$	8,475

Delinquent loans 60 days or more past due decreased to $14.7 million or 1.94% of total loans at September 30, 2010 from $17.6 million or 2.28% of total loans at June 30, 2010. Delinquent one-to-four family residential loans decreased to $12.9 million at September 30, 2010 from $14.7 million at June 30, 2010. The decrease in delinquent one-to-four family residential loans was a result of loans sold by borrowers through negotiated short sales and loans foreclosed on by the Bank. Delinquent multi-family loans decreased to $1.8 million at September 30, 2010 from $2.8 million at June 30 2010. The decrease in delinquent multi-family loans was a result of a loan foreclosed on by the Bank.

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N on-Performing Assets. Non-performing assets consist of non-accrual loans and foreclosed assets. All loans past due 90 days and over are classified as non-accrual. Loans to a customer whose financial condition has deteriorated are considered for non-accrual status whether or not the loan is 90 days and over past due. On non-accrual loans, interest income is not recognized until actually collected. At the time the loan is placed on non-accrual status, interest previously accrued but not collected is reversed and charged against current income. Non-accrual loans also include certain troubled debt restructurings.

Real Estate Owned. Real estate owned and repossessed assets consist of real estate and other assets which have been acquired through foreclosure on loans. At the time of foreclosure, assets are recorded at fair value less estimated selling costs, with any write-down charged against the allowance for loan losses. The fair value of real estate owned is determined by a third party appraisal of the property.

The following table sets forth the amounts and categories on our non-performing assets at the dates indicated.

	At September 30,			At June 30,			At June 30,
	2010			2010			2009
	(Dollars in thousands)
Non-accrual loans:
Real estate loans:
One-to-four family	$	15,111		$	15,561		$	6,766
Multi-family		1,757			2,786			—
Commercial		—			—			—
Other loans:
Automobile		17			—			—
Home equity		—			63			—
Other		—			4			11
Troubled debt restructurings:
One-to-four family		6,967			9,193			1,859
Multi-family		687			1,179			235
Commercial		2,665			2,665			—
Total non-accrual loans		27,204			31,451			8,871

Real estate owned and repossessed assets:
Real estate:
One-to-four family		714			1,373			496
Multi-family		428			—			—
Commercial		—			—			—
Other:
Automobile		—			—			3
Home equity		—			—			—
Other		—			—			—
Total real estate owned and repossessed assets		1,142			1,373			499

Total non-performing assets	$	28,346		$	32,824		$	9,370
Ratios:
Non-accrual loans to total loans (1)		3.60	%		4.08	%		1.18	%

Non-performing assets to total assets		3.23	%		3.79	%		1.05	%

(1) Total loans are net of deferred fees and costs

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We continue to work with responsible borrowers to keep their properties and as a result we have restructured $10.3 million in mortgage loans of which $8.4 million were performing in accordance with their revised contractual terms at September 30, 2010. All restructured loans were reported as non-accrual at September 30, 2010. Troubled debt restructured loans are reported as non-accrual until we are reasonably assured of repayment and sustained performance according to the modified terms. At September 30, 2010 there were $5.1 million of multi-family and commercial real estate loans (“income property”), on non-accrual for which specific valuation allowances of $885,000 have been applied. Included in the $5.1 million of income property loans on non-accrual at September 30, 2010 were three multi-family loans totaling $2.4 million and a commercial real estate loan totaling $2.7 million. The commercial real estate loan was current at September 30, 2010 but had previously experienced cash flow problems and remains on non-accrual.

At September 30, 2010, there were three multi-family residential loans on non-accrual. The first multi-family residential loan was made to one borrower with a principal balance of $1.8 million at September 30, 2010 located in Adelanto, California The loan was over 90 days delinquent and had a court appointed receiver in place to manage the property and collect the rents during the judicial foreclosure process. The remaining two multi-family residential loans on non-accrual were in the amount of $687,000 in the aggregate and were troubled debt restructurings at September 30, 2010. At September 30, 2010, we had one non-accruing commercial real estate loan with a balance of $2.7 million secured by a strip mall in San Diego, California, which was current at September 30, 2010, but had previously experienced cash flow problems. The level of non-accrual loans has impacted our determination of the allowance for loan losses at September 30, 2010. Non-accrual loans are assessed to determine impairment. Loans that are found to be impaired are individually evaluated and a specific valuation allowance is applied.

Classified Assets. We regularly review potential problem assets in our portfolio to determine whether any assets require classification in accordance with applicable regulations. The total amount of classified assets represented 5.65% of our total assets at September 30, 2010, as compared to 5.84% of our total assets at June 30, 2010. The aggregate amount of our classified and special mention assets at the dates indicated were as follows:

	September 30, 2010		June 30, 2010
	(Dollars in thousands)
Classified and Special Mention Assets:
Loss	$	11	$	9
Doubtful		59		43
Substandard		37,936		40,513
Special Mention		11,561		10,043
Total	$	49,567	$	50,608

The decrease in classified assets was consistent with the decreases in delinquent loans and non-performing assets noted above.

Allowance for Loan Losses. We maintain an allowance for loan losses to absorb probable incurred losses inherent in the loan portfolio. The allowance is based on ongoing, quarterly assessments of the probable losses inherent in the loan portfolio. In accordance with generally accepted accounting principles the allowance is comprised of both specific and general valuation allowances.

The specific component relates to loans that are classified as impaired. We consider a loan impaired when it is probable that we will be unable to collect all amounts due according to the terms of the loan agreement and determine impairment by computing a fair value either based on discounted cash flows using the loan’s initial interest rate or the fair value of the collateral, less estimated selling costs, if the loan is collateral dependent. The general component covers non-impaired loans and is based both on our historical loss experience as well as significant factors that, in management’s judgment, affect the collectability of the portfolio as of the evaluation date.

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The general valuation allowance is calculated by applying loss factors to outstanding loans based on the internal risk evaluation of the loans or pools of loans. Changes in risk evaluations of both performing and non-performing loans affect the amount of the allowance. The appropriateness of the allowance is reviewed and established by management based upon its evaluation of then-existing economic and business conditions affecting key lending areas and other conditions, such as credit quality trends (including trends in non-performing loans expected to result from existing conditions), collateral values, loan volumes and concentrations, specific industry conditions and peer data within portfolio segments, and recent loss experience in particular segments of the portfolio that existed as of the balance sheet date and the impact that such conditions were believed to have had on the collectability of the loan. Significant factors reviewed in determining the allowance for loan losses included loss ratio trends by loan product and concentrations in geographic regions as well as concentrations by third party servicers. Specific valuation allowances on real estate loans are charged-off at foreclosure; however, we include specific valuation allowances in our historical loss experience ratios. Holding period restrictions imposed by the State of California on lenders foreclosing on owner occupied real estate securing one-to-four family residential loans and difficulty pursuing collection efforts through third party servicers on our behalf has delayed our ability to foreclose.

Our income property loans are less seasoned, and therefore, to-date we have not incurred material charge-offs and our delinquency history on income property loans has been less than our one-to-four family real estate loans. In addition, the multi-family portfolio has been a significant growth area in our loan portfolio during 2010. For income property loans we review the debt service coverage ratios, seasoning and peer group data. In 2010, we expanded our migration analysis to include the credit loss migration from published sources, including both the Office of Thrift Supervision (“OTS”) and Federal Deposit Insurance Corporation, in order to determine the allowance for loan losses on income property loans, given the characteristics of the peer group as compared to our portfolio. Due to the loss experience of our peer group over the past year, our analysis of debt service coverage ratios, and the growth of our income property loans year over year, the general valuation portion of our income property loan portfolio increased to $4.4 million at September 30, 2010, compared to $3.9 million at June 30, 2010.

Senior management reviews these conditions quarterly in discussions with our senior credit officers. To the extent that any of these conditions is evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, management’s estimate of the effect of such conditions may be reflected as a specific allowance applicable to such credit or portfolio segment. Where any of these conditions is not evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, management’s evaluation of the loss related to this condition is reflected in the general allowance. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem credits or portfolio segments.

Given that management evaluates the adequacy of the allowance for loan losses based on a review of individual loans, historical loan loss experience, the value and adequacy of collateral and economic conditions in our market area, this evaluation is inherently subjective as it requires material estimates, including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. Large groups of smaller balance homogeneous loans that are collectively evaluated for impairment and are excluded from specific impairment evaluation; their allowance for loan losses is calculated in accordance with the allowance for loan losses policy described above.

Because the allowance for loan losses is based on estimates of losses inherent in the loan portfolio, actual losses can vary significantly from the estimated amounts. Our methodology as described above permits adjustments to any loss factor used in the computation of the formula allowance in the event that, in management’s judgment, significant factors which affect the collectability of the portfolio as of the evaluation date are not reflected in the loss factors. By assessing the estimated losses inherent in the loan portfolio on a quarterly basis, we are able to adjust specific and inherent loss estimates based upon any more recent information that has become available. In addition, management’s determination as to the amount of our allowance for loan losses is subject to review by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation, which may require the establishment of additional general or specific allowances based upon their judgment of the information available to them at the time of their examination of Kaiser Federal Bank.

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The distribution of the allowance for losses on loans at the dates indicated is summarized as follows.

	September 30, 2010				June 30, 2010
	Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans
	(Dollars in thousands)
Real estate loans :
One-to-four family	$	7,265	42.14	%	$	7,821	43.55	%
Multi-family		3,683	37.81			3,643	36.12
Commercial		1,559	14.94			1,599	14.72
Other loans :
Automobile		167	3.48			185	3.83
Home equity		1	0.13			7	0.14
Other		17	1.50			54	1.64
Total allowance for loan losses	$	12,692	100.00	%	$	13,309	100.00	%

Liquidity, Capital Resources and Commitments

Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans. Historically, we have maintained liquid assets at levels above the minimum requirements previously imposed by Office of Thrift Supervision regulations and above levels believed to be adequate to meet the requirements of normal operations, including potential deposit outflows. Cash flow projections are regularly reviewed and updated to assure that adequate liquidity is maintained.

Our liquidity, represented by cash and cash equivalents, interest earning accounts and mortgage-backed and related securities, is a product of our operating, investing and financing activities. Our primary sources of funds are deposits, amortization, prepayments and maturities of outstanding loans and mortgage-backed and related securities, and other short-term investments and funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed related securities and maturing investment securities and short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. In addition, we invest excess funds in short-term interest earning assets, which provide liquidity to meet lending requirements. We also generate cash through borrowings. We utilize FHLB advances and previously used State of California time deposits, to leverage our capital base and provide funds for our lending and investment activities as well as enhance our interest rate risk management.

Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments such as overnight deposits. On a longer-term basis, we maintain a strategy of investing in various lending products. We use our sources of funds primarily to meet ongoing commitments, to pay maturing certificates of deposit and savings withdrawals, to fund loan commitments and to maintain our portfolio of mortgage-backed and related securities. At September 30, 2010, total approved loan commitments amounted to $2.4 million, which included the unadvanced portion of loans of $2.2 million.

Certificates of deposit and advances from the FHLB of San Francisco scheduled to mature in one year or less at September 30, 2010, totaled $188.8 million and $97.0 million, respectively. Based on historical experience, management believes that a significant portion of maturing deposits will remain with Kaiser Federal Bank and we anticipate that we will continue to have sufficient funds, through deposits and borrowings, to meet our current commitments.

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At September 30, 2010, we had available additional advances from the FHLB of San Francisco in the amount of $162.0 million. We also had an available line of credit with the Federal Reserve Bank of $76.0 million at September 30, 2010, which has not been drawn upon.

Capital

The table below sets forth Kaiser Federal Bank’s capital position relative to its OTS capital requirements at September 30, 2010 and June 30, 2010. The definitions of the terms used in the table are those provided in the capital regulations issued by the OTS.

	Actual				Minimum Capital Requirements				Minimum required to be Well Capitalized Under Prompt Corrective Actions Provisions
September 30, 2010	Amount		Ratio		Amount		Ratio		Amount		Ratio
		(Dollars in thousands)
Total risk-based capital (to risk-weighted assets)	$	90,480	15.25	%	$	47,463	8.00	%	$	59,328		10.00	%
Tier 1 risk-based capital (to risk-weighted assets)		83,058	14.00			23,731	4.00			35,597		6.00
Tier 1 (core) capital (to adjusted tangible assets)		83,058	9.53			34,878	4.00			43,598		5.00

	Actual				Minimum Capital Requirements				Minimum required to be Well Capitalized Under Prompt Corrective Actions Provisions
June 30, 2010	Amount		Ratio		Amount		Ratio		Amount		Ratio
		(Dollars in thousands)
Total risk-based capital (to risk-weighted assets)	$	88,639	14.73	%	$	48,141	8.00	%	$	60,176	10.00	%
Tier 1 risk-based capital (to risk-weighted assets)		81,111	13.48			24,070	4.00			36,106	6.00
Tier 1 (core) capital (to adjusted tangible assets)		81,111	9.42			34,425	4.00			43,031	5.00

Consistent with our goal to operate a sound and profitable financial organization, we actively seek to continue as a “well capitalized” institution in accordance with regulatory standards. At September 30, 2010, Kaiser Federal Bank was a “well-capitalized” institution under regulatory standards.

Impact of Inflation

The consolidated financial statements presented herein have been prepared in accordance with GAAP. These principles require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

Our primary assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates, however, do not necessarily move in the same direction or with the same magnitude as the price of goods and services, since such prices are affected by inflation. In a period of rapidly rising interest rates, the liquidity and maturity structure of our assets and liabilities are critical to the maintenance of acceptable performance levels.

The principal effect of inflation, as distinct from levels of interest rates, on earnings is in the area of noninterest expense. Such expense items as employee compensation, employee benefits and occupancy and equipment costs may be subject to increases as a result of inflation.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our Risk When Interest Rates Change. The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market interest rates change over time. Our fixed rate loans generally have longer maturities than our fixed rate deposits. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is our most significant market risk.

How We Measure Our Risk of Interest Rate Changes. As part of our attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we monitor our interest rate risk. In monitoring interest rate risk we continually analyze and manage assets and liabilities based on their payment streams and interest rates, the timing of their maturities, and their sensitivity to actual or potential changes in market interest rates.

In order to minimize the potential for adverse effects of material and prolonged increases in interest rates on our results of operations, we have adopted investment/asset and liability management policies to better match the maturities and repricing terms of our interest-earning assets and interest-bearing liabilities. The board of directors’ sets and recommends the asset and liability policies of Kaiser Federal Bank, which are implemented by the asset/liability management committee.

The purpose of the asset/liability management committee is to communicate, coordinate and control asset/liability management consistent with our business plan and board approved policies. The committee establishes and monitors the volume and mix of assets and funding sources taking into account relative costs and spreads, interest rate sensitivity and liquidity needs. The objectives are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth, risk, and profitability goals.

The asset/liability management committee generally meets every other week to discuss, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital position, anticipated changes in the volume and mix of assets and liabilities and interest rate risk exposure limits versus current projections pursuant to net present value of portfolio equity analysis and income simulations. The asset/liability management committee regularly reviews interest rate risk by forecasting the impact of alternative interest rate environments on net interest income and economic value of portfolio equity, which is defined as the net present value of an institution’s existing assets, liabilities and off-balance sheet instruments, and evaluating such impacts against the maximum potential changes in net interest income and economic value of portfolio equity that are authorized by the board of directors of Kaiser Federal Bank. The asset/liability management committee recommends appropriate strategy changes based on this review. The chairman or his designee is responsible for reviewing and reporting on the effects of the policy implementations and strategies to the board of directors at least monthly.

In order to manage our assets and liabilities and achieve the desired liquidity, credit quality, interest rate risk, profitability and capital targets, we have focused our strategies on: (1) maintaining an adequate level of adjustable rate loans; (2) originating a reasonable volume of short-term and intermediate-term loans; (3) managing our deposits to establish stable deposit relationships; and (4) using FHLB advances, and pricing on fixed-term non-core deposits to align maturities and repricing terms.

At times, depending on the level of general interest rates, the relationship between long-term and short-term interest rates, market conditions and competitive factors, the asset/liability management committee may determine to increase our interest rate risk position somewhat in order to maintain our net interest margin.

An independent third party provides Kaiser Federal Bank with the information presented in the following table, which is based on information provided by Kaiser Federal Bank. It presents the change in Kaiser Federal Bank’s net portfolio value at September 30, 2010 that would occur upon an immediate change in interest rates without giving effect to any steps that management might take to counteract that change.

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Change in interest rates in basis points (“bp”) (Rate shock in rates) (1)	September 30, 2010
			Estimated Increase (Decrease) in NPV							NPV as a percentage of Present Value of Assets (3)
	Estimated NPV (2)			Amount			Percent			NPV ratio (4)			Increase (Decrease) (basis points)
	(Dollars in thousands)
+300 bp	$	37,916		$	(61,594	)		(62	) %		4.79	%		(629	) bp
+200 bp		59,030			(40,480	)		(41	)		7.13			(395	)
+100 bp		81,588			(17,922	)		(18	)		9.43			(165	)
0 bp		99,510			—			—			11.08			—
-100 bp		112,675			13,165			13			12.18			110

(1) Assumes an instantaneous uniform change in interest rates at all maturities. (2) NPV is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. (3) Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets. (4) NPV Ratio represents NPV divided by the present value of assets.

The analysis uses certain assumptions in assessing interest rate risk. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates, and the fair values of certain assets under differing interest rate scenarios, among other things.

As with any method of measuring interest rate risk, shortcomings are inherent in the method of analysis presented in the foregoing tables. For example, although assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in the market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable rate mortgage loans, have features, that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, if interest rates change, expected rates of prepayments on loans and early withdrawals from certificates of deposit could deviate significantly from those assumed in calculating the table.

Item 4. Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Act”)) as of the end of the period covered by this report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Act) that occurred during the quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved as plaintiff or defendant in various legal actions arising in the normal course of business. We do not anticipate incurring any material liability as a result of this litigation or any material impact on our financial position, results of operations or cash flows.

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Item 1A. Risk Factors

There have been no material changes to the risk factors that were previously disclosed in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Weighted Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans *	Maximum Number of Shares That May Yet be Purchased Under the Plan
07/1/09 – 07/31/09	—		—	—	89,105
08/1/09 – 08/31/09	—		—	—	89,105
09/1/09 – 09/30/09	600		9.17	139,849	88,505
10/1/09 – 10/31/09	—		—	—	88,505
11/1/09 – 11/30/09	175		8.66	140,024	88,330
12/1/09 – 12/31/09	12,301		8.66	152,325	76,029
01/1/10 – 01/31/10	—		—	—	76,029
02/1/10 – 02/28-10	107		8.70	152,432	75,922
03/1/10 – 03/31/10	80		8.78	152,512	75,842
04/1/10 – 04/30/10	—		—	—	75,842
05/1/10 – 05/31/10	1,125		10.04	153,637	74,717
06/1/10 – 06/30/10	—		—	—	74,717
07/1/10 – 07/31/10	—		—	—	74,717
08/1/10 – 08/31/10	—		—	—	74,717
09/1/10 – 09/30/10	—		—	—	74,717

Item 3. Defaults Upon Senior Securities

None.

Item 4. Reserved and Removed

Item 5. Other Information

None.

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Item 6. Exhibits

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

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K-FED BANCORP AND SUBSIDIARY

SIGNATURES

Pursuant to the requirements 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.

K-FED BANCORP



Dated: November 15, 2010
	BY: /s/ K. M. Hoveland
	K. M. Hoveland
	President, Chief Executive Officer

	BY: /s/ Dustin Luton
	Dustin Luton
	Chief Financial Officer

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