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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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FORM
11-K
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ANNUAL
REPORT
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PURSUANT
TO SECTION 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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[x]
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
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For
the fiscal year ended
June 30,
2009
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OR
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED].
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Commission
File Number 000-50592
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A.
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Full
title of the plan and the address of the plan, if different from that of
the issuer named below:
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Kaiser
Federal Bank Employees’ Savings & Profit Sharing Plan and
Trust
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B.
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Name
of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
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K-Fed
Bancorp
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1359
N. Grand Avenue
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Covina,
California 91724-1016
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Financial Statements and
Exhibits
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(a)
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Financial
Statements
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The
Kaiser Federal Bank Employees’ Savings & Profit Sharing Plan and Trust
(the “Plan”) is subject to the requirements of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”). Furnished herewith are
the financial statements and schedules of the Plan for the fiscal year
ended June 30, 2009, prepared in accordance with the financial reporting
requirements of ERISA.
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(b)
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Exhibit
23 - Consent of Independent Registered Public Accounting
Firm
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Kaiser
Federal Bank
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Employees’
Savings and Profit Sharing Plan and
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Trust
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Financial
Statements
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June
30, 2009 and 2008
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TABLE
OF CONTENTS
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Financial
Statements
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Supplemental
Schedule
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REPOR
T OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the
Plan Administrator of
Kaiser
Federal Bank Employees’
Savings
and Profit Sharing Plan
Covina,
California
We have
audited the accompanying statements of net assets available for benefits of
Kaiser Federal Bank Employees’ Savings and Profit Sharing Plan (“the Plan”) as
of June 30, 2009 and 2008, and the related statement of changes in net assets
available for benefits for the year ended June 30, 2009. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of June
30, 2009 and 2008, and the changes in net assets available for benefits for the
year ended June 30, 2009 in conformity with U.S. generally accepted accounting
principles.
Our audit
was conducted for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets
(held at end of year), is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected
to the auditing procedures applied in the audit of the basic 2009 financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic 2009 financial statements taken as a whole.
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/s/ Crowe Horwath LLP
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Crowe
Horwath LLP
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Oak
Brook, Illinois
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December
15, 2009
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KAISER
FEDERAL BANK
EMPLOYEES’
SAVINGS AND PROFIT SHARING PLAN AND TRUST
STATEMENTS
OF NET ASSETS AVAILABLE FOR BENEFITS
AS
OF JUNE 30, 2009 AND 2008
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2009
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2008
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Assets:
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Investments,
participant directed, at fair value
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$
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3,519,113
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$
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3,935,224
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Loans
receivable
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251,295
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102,286
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3,770,408
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4,037,510
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Due
from brokers
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2,148
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Accrued
income
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146
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95
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Total
assets
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3,772,702
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4,037,605
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Liabilities:
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Accrued
expenses
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—
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376
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Due
to brokers
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—
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8,013
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Total
liabilities
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—
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8,389
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Net
assets, reflecting all investments at fair value
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3,772,702
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4,029,216
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Net
Assets Available for Benefits
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$
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3,772,702
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$
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4,029,216
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The
accompanying notes are an integral part of these statements
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KAISER
FEDERAL BANK
EMPLOYEES’
SAVINGS AND PROFIT SHARING PLAN AND TRUST
STATEMENT
OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR
THE YEAR ENDED JUNE 30, 2009
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Additions
to net assets attributable to:
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Interest
and dividends on investments (Note 3)
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$
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46,601
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Contributions:
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Employer
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148,715
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Employee
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408,346
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557,061
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Total
additions
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603,662
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Deductions
to net assets attributable to:
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Net
depreciation in fair value of investments (Note 3)
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563,212
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Benefits
paid to participants
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266,385
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Administrative
expenses
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30,579
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Total
deductions
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860,176
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Net
decrease
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(256,514
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Net
Assets Available for Benefits:
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Beginning
of year
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4,029,216
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End
of year
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$
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3,772,702
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The
accompanying notes are an integral part of this statement.
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KAISER
FEDERAL BANK
EMPLOYEES’
SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES
TO FINANCIAL STATEMENTS
The
following brief description of the Kaiser Federal Bank Employees’ Savings and
Profit Sharing Plan (the “Plan”) is provided for general information purposes
only. Participants should refer to the Plan document for a more complete
description of the Plan’s provisions. The Plan was amended in its entirety
effective January 1, 2001.
General:
The Plan is a
voluntary defined contribution plan for all eligible employees of Kaiser Federal
Bank (the “Bank”), who meet the minimum age requirement specified in the Plan
agreement. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions:
The Plan allows
participants to contribute up to a maximum of 15% of their compensation, as
defined in the Plan. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution
plans. The Bank contributes a discretionary matching contribution equal to 50%
of the first 10% of an employee’s compensation. Additional profit
sharing amounts may be contributed at the option of the Bank’s Board of
Directors. The Plan did not make any profit sharing contributions for the year
ended June 30, 2009.
Participant Accounts:
Each
participant’s account is credited with the participant’s contribution and the
Bank’s matching and profit sharing contribution. Plan earnings are allocated
based on participant account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant’s vested account.
Vesting:
Participants are
immediately vested in their voluntary contributions plus actual earnings
thereon. Vesting in the Bank contributions portion of their accounts plus
earnings thereon is determined on a graded schedule based on years of continuous
service. A participant is 100 percent vested after six years of credited
service.
Payment of Benefits:
Upon
termination of service due to death, disability or retirement from the Bank, a
participant may elect to receive the vested interest of their account in the
form of an annuity, a single sum cash payment, or a combination of the above.
Active participants may also take distributions from the Plan for reasons of
financial hardship or upon attainment of the age of 59½. In-service
withdrawals are subject to certain limitations. Upon retirement,
death or disability participants become 100% vested in their
accounts.
Forfeitures:
At June 30, 2009
and 2008 forfeited nonvested accounts totaled $9,442 and $5,582, respectively.
These amounts will be used to either reduce employer-matching contributions or
allocated to all eligible employees. For the year ended June 30, 2009, employer
contributions were reduced by $6,573 from forfeited nonvested
accounts.
Investment Options:
Participants must direct both employee and employer contributions to be
invested amongst various investment options as made available and determined by
the plan administrator which are more fully described in the plan literature. If
a participant fails to make an effective investment direction, the participant’s
contributions and employer contributions made on the participant’s behalf are
invested in the Moderate Strategic Balanced Fund. Participants may
change their investment options any time throughout the year via direct phone or
Internet access to Pentegra Retirement Service.
KAISER
FEDERAL BANK
EMPLOYEES’
SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES
TO FINANCIAL STATEMENTS
Participant Loans:
Participants may borrow from their fund accounts a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or fifty percent of their vested
account balance. The loans are secured by the balance in the participant’s
account and bear interest at a rate of the Prime Rate plus 1%, which is
commensurate with local prevailing rates. Loan terms may range from one to five
years or longer if used to purchase the primary residence of the participant.
Principal and interest are paid ratably through payroll deductions.
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2.
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SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
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Accounting records
: The
accounting records of the Plan are maintained, with respect to Plan
administration by Pentegra Retirement Service and with respect to investment
transactions by Reliance Trust Company, as of April 1, 2009 and Bank of New York
Mellon, prior to April 1, 2009.
Basis of Accounting:
The
financial statements of the Plan are prepared using the accrual method of
accounting.
Payment of
Benefits:
Benefits are recorded when paid.
Estimates:
The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and disclosures,
and actual results may differ from these estimates.
Adoption of New Accounting
Standards:
In September 2006, the Financial Accounting
Standards Board (“FASB”) issued Statement of Financial Accounting Standards
(“SFAS”) No. 157, Fair Value Measurements. SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements. This Statement establishes a fair value hierarchy about
the assumptions used to measure fair value and clarifies assumptions about risk
and the effect of a restriction on the sale or use of an asset. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007. In October 2008, the FASB issued Staff Position (FSP) 157-3,
Determining the Fair Value of a Financial Asset when the Market for That Asset
Is Not Active. This FSP clarifies the application of SFAS No. 157 in a market
that is not active. The impact of adoption of these standards as of
July 1, 2008 was not material to the Plan’s net assets available for
benefits.
In April
2009, the FASB issued FSP No. 157-4, Determining Fair Value When the Volume and
Level of Activity for the Asset and Liability Have Significantly Decreased and
Identifying Transactions That are Not Orderly. This FSP emphasizes
that even if there has been a significant decrease in the volume and level of
activity, the objective of a fair value measurement remains the
same. Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction (that is, not a forced
liquidation or distressed sale) between market participants. The FSP
provides a number of factors to consider when evaluating whether there has been
a significant decrease in the volume and level of activity for an asset or
liability in relation to normal market activity. In addition, when
transactions or quoted prices are not considered orderly, adjustments to those
prices based on the weight of available information may be needed to determine
the appropriate fair value. The FSP also requires increased
disclosures. The impact of adoption of this standard as of June 30,
2009 was not material to the Plan’s net assets available for
benefits.
KAISER
FEDERAL BANK
EMPLOYEES’
SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES
TO FINANCIAL STATEMENTS
In May
2009, the FASB issued SFAS No. 165, Subsequent Events. SFAS No. 165
establishes general standards of accounting for and disclosure of events that
occur after the statements of net assets available for benefits date but before
financial statements are issued or are available to be
issued. Specifically, SFAS No. 165 provides:
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The
period after the statements of net assets available for benefits date
during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements;
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The
circumstances under which an entity should recognize events or
transactions occurring after the statements of net assets available for
benefits date in its financial statements;
and
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The
disclosures that an entity should make about events or transactions that
occurred after the statements of net assets available for benefits
date.
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SFAS No.
165 is effective for interim or annual financial periods ending after June 15,
2009, and shall be applied prospectively. The adoption of this
pronouncement did not have a material impact on the Plan. The Bank
has evaluated subsequent events for potential recognition and/or disclosure
through December 15, 2009.
Investment Valuation and Income
Recognition:
The Plan's investments are reported at fair value. Purchases
and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
SFAS No.
157 defines fair value as the price that would be received by the Plan for an
asset or paid by the Plan to transfer a liability (an exit price) in an orderly
transaction between market participants on the measurement date in the Plan’s
principal or most advantageous market for the asset or
liability. SFAS No. 157 establishes a fair value hierarchy which
requires the Plan to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. The hierarchy
places the highest priority on unadjusted quoted market prices in active markets
for identical assets or liabilities (level 1 measurements) and gives the lowest
priority to unobservable inputs (level 3 measurements). The three
levels of inputs within the fair value hierarchy are defined as
follows:
Level
1: Quoted prices (unadjusted) for identical assets or liabilities in
active markets that the Plan 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 the Plan’s own
assumptions about the assumptions that market participants would use in pricing
an asset or liability.
In some
cases, a valuation technique used to measure fair value may include inputs from
multiple levels of the fair value hierarchy. The lowest level of
significant input determines the placement of the entire fair value measurement
in the hierarchy.
The
following descriptions of the valuation methods and assumptions used by the Plan
to estimate the fair values of investments apply to investments held directly by
the Plan.
K-Fed Bancorp common
stock:
Investments in publicly-traded securities (K-Fed
Bancorp common stock) are carried at published market values. (level
1 inputs).
KAISER
FEDERAL BANK
EMPLOYEES’
SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES
TO FINANCIAL STATEMENTS
Common collective trust
funds:
The fair values of interests in common collective trust
funds, other than stable value funds, are based upon the net asset values of the
funds as reported by the fund managers and as supported by the unit prices of
actual purchase and sale transactions occurring as of or close to the financial
statement date (level 2 inputs). The fair values of interests in
stable value funds are based upon the net asset values of such funds reflecting
all investments at fair value, including direct and indirect interests in fully
benefit-responsive contracts, as reported by the fund managers (level 2
inputs).
Money market
accounts
: Fair values are estimated to approximate deposit
account balances, payable on demand, as no discounts for credit quality or
liquidity were determined to be applicable (level 2 inputs).
Participant
loans
: Participant loans are reported at amortized cost as the
fair value of the loans is not practicable to estimate due to restrictions
placed on the transferability of the loans.
The
methods described above may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future
values. Furthermore, while the Plan believes its valuation methods
are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain
financial instruments could result in a different fair value measurement at the
reporting date.
Investments
measured at fair value of a recurring basis are summarized below:
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Fair
Value Measurements at June 30, 2009 Using
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Quoted
Prices in Active Markets for Identical Assets
(Level 1)
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Significant
Other Observable Inputs
(Level 2)
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Significant
Unobservable Inputs (Level 3)
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Investments
(other than participant loans)
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$
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849,921
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$
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2,669,192
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$
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—
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Fully Benefit-Responsive Investment
Contracts:
While Plan investments are presented at fair value
in the statement of net assets available for benefits, any material difference
between the fair value of the Plan’s indirect interests in fully
benefit-responsive investment contracts and their contract value is presented as
an adjustment line in the statement of net assets available for benefits,
because contract value is the relevant measurement attribute for that portion of
the Plan’s net assets available for benefits. Contract value
represents contributions made to a contract, plus earnings, less participant
withdrawals and administrative expenses. Participants in fully
benefit-responsive contracts may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value. The Plan holds an
indirect interest in such contracts through its investment in a stable value
fund. No adjustments from fair value to contract value are presented
in the statements of net assets available for benefits, as the amount of the
adjustments have been determined to be immaterial.
Risks and
Uncertainties:
The Plan holds various investment
securities. Investment securities are exposed to various risks such
as interest rate, market, liquidity and credit risks. Due to the
level of risk associated with certain investment securities, and the sensitivity
of certain fair value estimates to changes in valuation assumptions, it is at
least reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect
participants’ account balances and the amounts reported in the statement of net
assets available for benefits.
KAISER
FEDERAL BANK
EMPLOYEES’
SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES
TO FINANCIAL STATEMENTS
The
following presents the fair values of investments that represent 5 percent or
more of the Plan’s net assets at the dates indicated:
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June
30
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2009
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2008
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K-Fed
Bancorp Stock
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$
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849,921
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$
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952,044
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State
Street Global Advisors Common Collective Trust Funds:
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SSgA
– Stable Value
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493,033
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455,061
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SSgA
– Moderate Strategic Balance
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252,345
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314,792
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SSgA
– S & P 500
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185,906
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*
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216,857
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SSgA
– Midcap Fund
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306,143
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450,068
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SSgA
– Money Market
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345,117
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336,906
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*
Investment not equal to or greater than 5% of net assets; presented for
comparative purposes only.
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The
Plan’s investments (including gains and losses on investments bought and sold,
as well as held during the year) depreciated in value as follows:
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Year
Ended June 30, 2009
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K-Fed
Bancorp Stock
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$
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(128,703
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State
Street Global Advisors Common
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Collective Trust Funds
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(434,509
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$
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(563,212
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In
addition, the Plan earned dividend and interest income of $46,601 for the year
ended June 30, 2009.
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4.
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PARTY-IN-INTEREST
TRANSACTIONS
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Parties
in interest are defined under Department of Labor regulations as any fiduciary
of the Plan, any party rendering service to the Plan, the employer, and certain
others. The Plan holds units of common collective trust funds managed
by State Street Global Advisors. State Street Global Advisor is the
Plans’ fund manager and, therefore, these transactions qualify as
party-in-interest transactions. The Plan allows participants to invest their
account balances in shares of K-Fed Bancorp. The number of shares of
common stock held by the Plan at June 30, 2009 and 2008 was 92,584 shares and
87,746 shares, respectively. The fair value of these shares at June
30, 2009 and 2008 was $849,921 and $952,044 respectively. An annual
cash dividend of 0.44 and 0.42 dollars per share of common stock outstanding was
paid during the year ended June 30, 2009 and 2008, respectively. These
transactions also qualify as party-in-interest transactions.
KAISER
FEDERAL BANK
EMPLOYEES’
SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES
TO FINANCIAL STATEMENTS
The Plan
also allows participants to take loans from their accounts in the
Plan. These investments also qualify as party-in-interest and totaled
$251,295 and $102,286 at June 30, 2009 and 2008, respectively.
Certain
administrative functions are performed by officers or employees of the
Bank. No such officer or employee receives compensation from the
Plan. Some administrative expenses of the Plan are paid directly by
the Bank.
Although
it has not expressed any intent to do so, the Bank has the right under the Plan
to discontinue its contributions at any time and to terminate the Plan subject
to the provisions of ERISA. In the event of plan termination, participants will
become 100% vested in their accounts.
The Plan
is a standard prototype plan provided by Pentegra Retirement Service. Pentegra
Retirement Service, the Plan’s service provider has received a favorable opinion
letter dated January 31, 2006 from the Internal Revenue Service, indicating that
the prototype plan as then designed was in compliance with the applicable
requirements of the Internal Revenue Code. Although the Plan has been amended
from the original prototype document, Plan management believes that the Plan is
designed and currently being operated in accordance with the Internal Revenue
Code.
Kaiser
Federal Bank
Employees’
Savings and Profit Sharing Plan
Schedule
H, Line 4(i) – Schedule of Assets Held for Investment Purposes at End of
Year
June
30, 2009
Sponsor
Federal i.d. #95-1867697 (plan 002)
|
(a)
|
(b)
Identity
of Issuer, Borrower, Lessor, or Similar Party
|
(c)
Description
of Investment, Including Maturity Date, Rate of Interest, Collateral, Par,
or Maturity Value
|
(d)
Cost
|
|
(e)
Current
Value
|
|
|
|
Common Stock
|
|
|
|
|
*
|
K-Fed
Bancorp Stock
|
Company
Stock
|
**
|
$
|
849,921
|
|
|
|
|
|
|
|
|
|
|
Cash
Equivalents
|
|
|
|
|
|
Fidelity Management
Trust Company
|
|
**
|
|
53,347
|
|
|
|
|
|
|
|
|
|
|
Common Collective
Trust Funds
|
|
|
|
|
*
|
State
Street Global Advisors
|
Stable
Value
|
**
|
|
493,033
|
|
*
|
State
Street Global Advisors
|
Moderate
Strategic Balanced
|
**
|
|
252,345
|
|
*
|
State
Street Global Advisors
|
Conservative
Strategic Balanced
|
**
|
|
170,333
|
|
*
|
State
Street Global Advisors
|
Aggressive
Strategic Balanced
|
**
|
|
125,001
|
|
*
|
State
Street Global Advisors
|
Russell
2000
|
**
|
|
118,166
|
|
*
|
State
Street Global Advisors
|
S
& P 500
|
**
|
|
185,906
|
|
*
|
State
Street Global Advisors
|
S
& P 500 Growth Fund
|
**
|
|
98,325
|
|
*
|
State
Street Global Advisors
|
S
& P 500 Value Fund
|
**
|
|
114,156
|
|
*
|
State
Street Global Advisors
|
Midcap
Fund
|
**
|
|
306,143
|
|
*
|
State
Street Global Advisors
|
Nasdaq
100 Fund
|
**
|
|
124,559
|
|
*
|
State
Street Global Advisors
|
REIT
Index
|
**
|
|
30,910
|
|
*
|
State
Street Global Advisors
|
International
Fund
|
**
|
|
105,636
|
|
*
|
State
Street Global Advisors
|
Money
Market
|
**
|
|
345,117
|
|
*
|
State
Street Global Advisors
|
Long
Term Treasury Fund
|
**
|
|
146,215
|
|
|
|
|
|
|
|
|
|
|
Participant Loans
|
|
|
|
|
*
|
Participants
|
Loans:
Interest rates of 4.25% to 9.25%,
maturing
through October 2019
|
**
|
$
|
251,295
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,770,408
|
* Represents
a party-in-interest
** Assets
are participant-directed investments; therefore, cost information is not
required.
SIGNATURES
The Plan.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
KAISER
FEDERAL BANK
|
|
|
|
EMPLOYEES’
SAVINGS & PROFIT SHARING PLAN
|
|
|
|
AND
TRUST
|
|
|
|
|
|
|
|
|
|
Date:
December 15, 2009
|
|
By:
/s/ K. M. Hoveland
|
|
|
|
Name:
K. M. Hoveland
|
|
|
|
Title:
Plan Administrator
|
|
|
|
|
Grafico Azioni K-Fed Bancorp (MM) (NASDAQ:KFED)
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Grafico Azioni K-Fed Bancorp (MM) (NASDAQ:KFED)
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