-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QpppyqpnTaVTgW/m6XLSjPQ+8947SjuKH4xfI6QqaRul6zm+IqMzy71869YKh26t ghM4hyAs10a4uMK/Jf6P3A== 0000946275-04-000777.txt : 20040816 0000946275-04-000777.hdr.sgml : 20040816 20040816104346 ACCESSION NUMBER: 0000946275-04-000777 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EUREKA FINANCIAL CORP CENTRAL INDEX KEY: 0001224549 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 753098403 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-50234 FILM NUMBER: 04976667 BUSINESS ADDRESS: STREET 1: 5455 FORBES AVENUE AT MCKEE PLACE CITY: PITTSBURGH STATE: PA ZIP: 15213 BUSINESS PHONE: 4126818400 MAIL ADDRESS: STREET 1: 9455 FORBES AVE OAT MCKEE PLACE CITY: PITTSBURGH STATE: PA ZIP: 15213 10QSB 1 f10qsb_063004-0244.txt FORM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 ------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to -------- -------- Commission file number: 000-50234 Eureka Financial Corp. - -------------------------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in Its Charter) United States 75-3098403 - ------------------------------- --------------------------------- (State or Other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 3455 Forbes Avenue at McKee Place, Pittsburgh, Pennsylvania 15213 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) Issuer's Telephone Number, Including Area Code: (412) 681-8400 -------------- Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 --- --- As of August 9, 2004, there were issued and outstanding 1,226,538 shares of the registrant's Common Stock. Transitional Small Business Disclosure Format (check one): Yes No X --- --- EUREKA FINANCIAL CORP. INDEX
Page Number ------ PART I - FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheet as of June 30, 2004 (Unaudited), and September 30, 2003 3 Statements of Income (Unaudited) for the Three and Nine Months ended June 30, 2004 and 2003 4 Statements of Cash Flows (Unaudited) for the Nine Months ended June 30, 2004 and 2003 5 Notes to Financial Statement (Unaudited) 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-11 Item 3. Controls and Procedures 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Changes in Securities and Small Business Issuer Purchases of Equity Securities 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures
2 CONSOLIDATED BALANCE SHEET EUREKA FINANCIAL CORP.
June 30, September 30, 2004 2003 ------------ ------------ (Unaudited) ASSETS Cash and due from banks $ 586,530 $ 496,589 Interest-bearing deposits in banks 4,597,152 8,340,784 Securities available-for-sale 11,734,814 11,877,487 Securities held-to-maturity (Market values of $7,247,988 and $5,865,608 respectively) 7,125,942 5,629,750 Mortgage-backed securities, available-for-sale 847,574 1,364,782 Federal Home Loan Bank stock, at cost 304,300 332,600 Loans receivable, net 59,466,070 53,288,111 Premises and equipment, net 1,186,943 1,241,032 Other assets 904,991 750,066 ------------ ------------ Total Assets $ 86,754,316 $ 83,321,201 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposit accounts Non-interest bearing $ 1,751,111 $ 1,887,906 Interest bearing 63,224,631 59,952,093 ------------ ------------ Total deposit accounts 64,975,742 61,839,999 Advances from borrowers for taxes & insurance 321,002 334,252 Other liabilities 1,157,239 1,035,752 FHLB advances 1,000,000 1,000,000 Guarantee of employee stock ownership plan (ESOP) debt 0 40,258 ------------ ------------ Total liabilities 67,453,983 64,250,261 Stockholders' Equity Common Stock ($0.10 par value) 4,000,000 shares authorized, 1,377,810 shares issued, 1,226,538 shares outstanding as of June 30, 2004 and September 30, 2003, respectively 137,781 137,781 Additional paid-in-capital 6,404,139 6,234,226 Retained earnings-substantially restricted 13,322,761 13,213,697 Unearned employee stock ownership plan (ESOP) shares 0 (40,258) Unearned compensation-restricted stock plan (39,236) (67,733) Accumulated other comprehensive income net of applicable income taxes of $562,723 and $623,686, respectively 1,092,345 1,210,684 Treasury stock (151,272 shares at cost) (1,617,457) (1,617,457) ------------ ------------ Total stockholders' equity 19,300,333 19,070,940 Total Liabilities and Stockholders' Equity $ 86,754,316 $ 83,321,201 ============ ============
3 CONSOLIDATED STATEMENTS OF INCOME EUREKA FINANCIAL CORP.
Three Months Ended June 30, Nine Months Ended June 30, (Unaudited) (Unaudited) 2004 2003 2004 2003 ---------- ---------- ---------- ---------- Interest Income Loans $ 903,478 $ 890,469 $2,685,785 $2,742,268 Investment securities 242,561 219,319 748,794 663,307 Mortgage-backed securities 14,387 30,018 51,002 103,528 ---------- ---------- ---------- ---------- Total interest income 1,160,426 1,139,806 3,485,581 3,509,103 Interest Expense Deposits 356,557 393,090 1,091,281 1,216,322 FHLB advances 14,055 14,054 42,318 42,163 Other -- 1,004 614 4,465 ---------- ---------- ---------- ---------- Total interest expense 370,612 408,148 1,134,213 1,262,950 ---------- ---------- ---------- ---------- Net Interest Income 789,814 731,658 2,351,368 2,246,153 Provision for Loan Losses 15,000 0 45,000 0 ---------- ---------- ---------- ---------- Net Interest Income after Provision for Loan Losses 774,814 731,658 2,306,368 2,246,153 Other Income 48,328 25,591 115,746 80,189 Other Expenses Salaries and benefits 319,018 293,291 934,016 832,750 Occupancy expense 53,823 57,085 156,471 158,747 Computer expense 30,958 27,484 84,632 81,026 Legal and accounting 27,920 33,102 103,876 121,205 ESOP Contribution 9,597 73,569 126,984 155,789 Other 80,499 69,556 246,098 221,114 ---------- ---------- ---------- ---------- Total other expenses 521,815 554,087 1,652,077 1,570,631 ---------- ---------- ---------- ---------- Income Before Income Taxes 301,327 203,162 770,037 755,711 Provision for Income Taxes 57,442 31,474 140,582 145,301 ---------- ---------- ---------- ---------- Net Income $ 243,885 $ 171,688 $ 629,455 $ 610,410 ========== ========== ========== ========== Basic Earnings Per Share $ 0.20 $ 0.14 $ 0.51 $ 0.50 ========== ========== ========== ========== Diluted Earnings Per Share $ 0.19 $ 0.13 $ 0.49 $ 0.48 ========== ========== ========== ==========
4 CONSOLIDATED STATEMENTS OF CASH FLOWS EUREKA FINANCIAL CORP.
Nine Months Ended June 30, (Unaudited) 2004 2003 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 629,455 $ 610,410 Adjustments to reconcile net cash from operating activities: Unearned ESOP shares 210,171 259,927 Compensation expense related to RSOP 28,497 28,498 Depreciation 76,851 74,797 Provision for loan loss 45,000 0 Net accretion/amortization of discounts and premiums on mortgage-backed and investment securities (5,599) (51,427) Unamortized loan fees and costs 3,943 (34,864) Increase/(decrease) in cash due to changes in assets and liabilities: Other assets (154,925) (65,870) Other liabilities 182,448 (35,584) ------------ ------------ Net Cash from Operating Activities 1,015,841 785,887 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturities and redemption of securities held-to-maturity 1,335,000 1,015,000 Net proceeds from redemption of FHLB stock 28,300 69,700 Purchase of securities held-to-maturity (2,830,012) (1,250,000) Purchase of securities available-for-sale 0 (990,000) Net increase in loans made to customers (4,309,877) 411,144 Net commercial leases (originated)/repaid (1,917,025) 1,527,936 Net paydowns in mortgage-backed securities 485,000 892,729 Premises and equipment expenditures (22,762) (18,928) ------------ ------------ Net Cash Used by Investing Activities (7,231,376) 1,657,581 CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposit accounts 3,135,743 1,914,802 Net increase (decrease) in advances from borrowers for taxes and insurance (13,250) 51,120 Repayment of ESOP loan (40,258) (105,057) Reissuance of treasury stock 0 14,781 Payment of dividends (520,391) (390,212) ------------ ------------ Net Cash from Financing Activities 2,561,844 1,485,434 ------------ ------------ Net Change in Cash and Cash Equivalents (3,653,691) 3,928,902 Cash and Cash Equivalents at Beginning of Period 8,837,373 8,648,435 ------------ ------------ Cash and Cash Equivalents at End of Period $ 5,183,682 $ 12,577,337 ============ ============ SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the period for: Interest on deposits and borrowings $ 1,144,935 $ 1,279,073 ============ ============ Income taxes $ 139,435 $ 188,967 ============ ============
5 EUREKA FINANCIAL CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not necessarily include all information that would be included in audited financial statements. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations. All such adjustments are of a normal recurring nature. The results of operations for the nine months ended June 30, 2004, are not necessarily indicative of the results to be expected for the year ended September 30, 2004 or any other interim period. The interim consolidated financial statements and the following discussion should be read in conjunction with the consolidated financial statements and footnotes thereto included in Eureka Financial Corp.'s (the "Company") Annual Report on Form 10-KSB for the fiscal year ended September 30, 2003. Prior period accounts were reclassified to conform to current period classifications. NOTE B - COMPREHENSIVE INCOME For the three months ended June 30, 2004 and 2003, comprehensive (loss) income totaled $(350,653) and $113,456, respectively. For the nine months ended June 30, 2004 and 2003, comprehensive income totaled $511,116 and $516,581, respectively. NOTE C - AVAILABLE FOR SALE SECURITIES The securities available for sale consisted of the following: June 30, 2004 ------------- Gross Gross Amortized Unrealized Unrealized Market Cost Gains Losses Value ---- ----- ------ ----- FHLMC preferred Stock 8,585,896 33,903 (768,000) 7,851,799 FNMA preferred Stock 1,500,000 -- (284,700) 1,215,300 FHLMC voting common Stock 41,266 2,626,449 -- 2,667,715 ---------- --------- ---------- --------- Totals: 10,127,162 2,660,352 (1,052,700) 11,734,814 ========== ========= ========== ========== 6 The mortgage-backed securities available for sale consisted of the following: June 30, 2004 ------------- Gross Gross Amortized Unrealized Unrealized Market Cost Gains Losses Value ---- ----- ------ ----- GNMA certificates 1,059 21 -- 1,080 FHLMC certificates 130,784 9,814 -- 140,598 FNMA certificates 668,313 37,583 -- 705,896 ------- ------ ------ ------- Totals: 800,156 47,418 -- 847,574 ======= ====== ====== ======= NOTE D - EARNINGS PER SHARE Earnings per share are computed by dividing net income by the weighted average number of common shares and common stock equivalents outstanding during the period. Weighted average shares outstanding for the three month periods ended June 30, 2004, and 2003, were 1,226,538 and 1,231,636, respectively, and for the nine month periods ended June 30, 2004 and 2003, were 1,224,498 and 1,227,311, respectively. For periods ended June 30, 2003, shares do not include 5,675 shares of Bank Common Stock purchased and held by the Bank's employee stock ownership plan ("ESOP") that were unallocated during those periods in accordance with SOP 93-6 "Employers Accounting for Employee Stock Ownership Plans" and SFAS 128 "Earnings Per Share". 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words "believes", "anticipates", "contemplates", "expects", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, risks associated with the ability to control costs and expenses, and general economic conditions. Eureka Financial Corp. undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Eureka Financial Corp. (the "Company") is in the mutual holding ("MHC") form of organization. The Company has outstanding 1,226,538 shares of common stock, of which 496,299 are owned by public stockholders and the remainder of which are held by the mutual holding company. The Company's business is conducted primarily through its wholly-owned subsidiary, Eureka Bank ("the Bank"). All references to the Company refer collectively to the Company and the Bank. CHANGES IN FINANCIAL CONDITION At June 30, 2004, the Company's assets increased $3,433,000 to $86,754,000 from $83,321,000 at September 30, 2003. At June 30, 2004, interest-bearing deposits in banks decreased by $3,744,000 from the comparable classification at September 30, 2003. Also, at June 30, 2004 mortgage-backed securities decreased by $517,000, FHLB stock decreased $28,000, securities available-for-sale decreased by $142,000 and premises and equipment, net, decreased by $54,000 from the comparable amounts at September 30, 2003. These decreases at June 30, 2004 were partially offset by an increase of $1,496,000 in securities held-to-maturity, an increase of $155,000 in other assets, an increase of $90,000 in cash and due from banks and an increase of $6,178,000 in loans receivable, net, from the comparable amounts at September 30, 2003. The decrease in interest-bearing deposits can primarily be attributed to the increase in the loans receivable, net, as these funds were used to fund the loan growth. At June 30, 2004, the Company's total liabilities increased by a total of $3,204,000 from September 30, 2003. This increase was primarily attributed to a $3,136,000 growth in deposit accounts and an increase of $121,000 in other liabilities which was partially offset by a $40,000 decrease in the ESOP debt and a $13,000 decrease in advances from borrowers for taxes and insurance. At June 30, 2004, stockholders' equity increased $229,000 to $19,300,000 from $19,071,000 at September 30, 2003. The increase was primarily reflected by an increase of $109,000 in retained earnings, an increase of $170,000 in additional paid-in-capital, a decrease of $29,000 in unearned compensation through the restricted stock plan and a decrease of $40,000 in the unearned ESOP shares. There was also a decrease of $119,000 in accumulated other comprehensive income resulting from the fluctuation in market value of the Bank's investment in available-for-sale securities and mortgage-backed securities. Because of interest rate volatility, accumulated other comprehensive income and stockholders' equity could materially fluctuate for each interim period and year-end period. See Note C to the unaudited quarterly financial statements. Although net income for the nine months ended June 30, 2004 increased retained earnings by $244,000, this increase was partially offset by dividends paid to stockholders in the amount of $149,000. 8 RESULTS OF OPERATIONS Net Income. Net income increased $72,000 to $244,000 for the three months and $19,000 to $629,000 for the nine months ended June 30, 2004, from $172,000 and $610,000, respectively, for the comparable 2003 periods. The increase in net income for the three and nine month periods was partially attributable to decreases in interest expense on deposits and increases in other income, partially offset by increases in the provision for loan losses. Net Interest Income. Net interest income increased $58,000 to $790,000 for the three months and $105,000 to $2,351,000 for the nine months ended June 30, 2004, from $732,000 and $2,246,000, respectively, for the comparable 2003 periods. Higher net interest income was primarily due to decreases in interest expense over the comparable 2003 periods. Interest Income. Total interest income increased $20,000 to $1,160,000 for the three months and decreased $23,000 to $3,486,000 for the nine months ended June 30, 2004 as compared to $1,140,000 and $3,509,000, respectively, for the comparable 2003 periods. The increase for the three month period but decrease for the nine month period in total interest income was primarily due to an increase in the three month period but decrease in the nine month period in the average yield on interest-earning assets even though the average balance of interest-earning assets increased. See "Average Balance Sheets" on page 10. Interest Expense. Total interest expense decreased $37,000 to $371,000 for the three months and $129,000 to $1,134,000 for the nine months ended June 30, 2004, from $408,000 and $1,263,000, respectively, for the comparable 2003 periods. The decrease in total interest expense was primarily related to a reduction in the average cost of funds despite an increase in the average balance of deposits. See "Average Balance Sheets" on page 10. Provision for Loan Losses. The provision for loan losses for the three months and nine months ended June 30, 2004, was $15,000 and $45,000 respectively, compared to $0 and $0, respectively, for the comparable 2003 periods. Management regularly performs an analysis to identify the inherent risks of loss in its loan portfolio. This analysis includes evaluations of concentrations of credit, past loss experience, current economic conditions, amount and composition of the loan portfolio (including loans being specifically monitored by management), estimated fair value of underlying collateral, loan commitments outstanding, delinquencies and other information available at such time. However, there is no assurance that further additions will not be made to the allowance and that such losses will not exceed the estimated amounts. Other Expense. Total non-interest expense decreased by $32,000 to $522,000 for the three months and increased $81,000 to $1,652,000 for the nine months ended June 30, 2004, from $554,000 and $1,571,000, respectively, for the comparable 2003 periods. ESOP contribution expense decreased $64,000 to $10,000 for the three months and $29,000 to $127,000 for the nine months ended June 30, 2004, from $74,000 and $156,000, respectively, for the comparable 2003 periods due to the payoff of the ESOP loan. Salaries and benefits increased $26,000 for the three months and $101,000 for the nine months ended June 30, 2004, due to contributions to the pension plan and expenses related to normal salary increases and increased expenses associated with benefit plans. Legal and accounting expenses decreased $5,000 to $28,000 for the three months and $17,000 to $104,000 for the nine months ended June 30, 2004, from $33,000 and $121,000 for the comparable 2003 periods. Other expense increased $10,000 to $80,000 for the three months and $25,000 to $246,000 for the nine months ended June 30, 2004, from $70,000 and $221,000 for the comparable 2003 periods. These increases can be attributed primarily to nominal increases associated with normal operating expenses. 9 EUREKA FINANCIAL CORP. AVERAGE BALANCE SHEETS JUNE 30, 2004 AND 2003
For the Three Months Ended June 30, -------------------------------------------------------- At June 30, 2004 2004 2003 ----------------------- ------------------------- --------------------------- Actual Average Average Actual Yield/ Average Yield/ Average Yield/ Balance Cost Balance Interest Cost Balance Interest Cost ---------- --------- ------------------------- --------------------------- (Dollars in thousands) Interest-earning assets: Loans receivable $59,466 6.13% $58,578 $904 6.17% $51,508 $890 6.91% Investment securities 24,610 4.33% 24,557 257 4.19% 27,168 250 3.68% ---------- ---------------- ------------------- Total interest-earning assets 84,076 5.60% 83,135 1,161 5.59% 78,676 1,140 5.80% -------- --------- Non-interest earning assets 2,678 2,437 2,063 ---------- -------- ---------- Total Assets $86,754 $85,572 $80,739 ========== ======== ========== Interest-bearing liabilities: Interest-bearing deposits: NOW accounts $5,789 1.25% $4,897 14 1.14% $4,091 15 1.47% Passbook and club accounts 21,234 1.77% 20,860 91 1.74% 19,244 96 2.00% IRA accounts 2,940 3.81% 2,908 28 3.85% 2,532 27 4.27% Certificates of deposit 33,262 2.77% 32,838 223 2.72% 30,897 255 3.30% Other liabilities 1,000 5.56% 1,000 14 5.60% 1,083 15 5.54% ---------- ---------------- ------------------- Total interest-bearing liabilities 64,225 2.39% 62,503 370 2.37% 57,847 408 2.82% -------- --------- Non-interest-bearing liabilities 3,229 3,507 3,428 ---------- -------- ---------- Total Liabilities 67,454 66,010 61,275 Retained earnings 19,300 19,562 19,464 ---------- -------- ---------- Total Liabilities and Retained Earnings $86,754 $85,572 $80,739 ========== ======== ========== Net interest income $791 $732 ======== ========= Interest rate spread 3.22% 2.97% ========= ======== Net yield on interest-earning assets 3.81% 3.72% ========= ======== Ratio of average interest-earning assets to average interest-bearing liabilities 133.01% 136.01% ========= ========
For the Nine Months Ended June 30, ------------------------------------------------------ 2004 2003 ------------------------- ------------------------- Average Average Average Yield/ Average Yield/ Balance Interest Cost Balance Interest Cost ------------------------- ------------------------- Interest-earning assets: Loans receivable $56,680 $2,686 6.32% $52,103 $2,742 7.02% Investment securities 24,868 800 4.29% 25,451 767 4.02% ----------------- ----------------- Total interest-earning assets 81,548 3,486 5.70% 77,554 3,509 6.03% --------- --------- Non-interest earning assets 2,407 2,099 -------- -------- Total Assets $83,955 $79,653 ======== ======== Interest-bearing liabilities: Interest-bearing deposits: NOW accounts $4,395 39 1.18% $4,394 49 1.49% Passbook and club accounts 20,308 266 1.75% 18,544 281 2.02% IRA accounts 2,809 84 3.99% 2,433 84 4.60% Certificates of deposit 32,728 702 2.86% 30,171 802 3.54% Other liabilities 1,017 43 5.64% 1,126 47 5.57% ----------------- ----------------- Total interest-bearing liabilities 61,257 1,134 2.47% 56,668 1,263 2.97% --------- --------- Non-interest-bearing liabilities 3,336 3,626 -------- -------- Total Liabilities 64,593 60,294 Retained earnings 19,362 19,359 -------- -------- Total Liabilities and Retained Earnings $83,955 $79,653 ======== ======== Net interest income $2,352 $2,246 ========= ========= Interest rate spread 3.22% 2.97% ========= ======== Net yield on interest-earning assets 3.81% 3.72% ========= ======== Ratio of average interest-earning assets to average interest-bearing liabilities 133.01% 136.01% ========= ========
10 THE COMPANY EXCEEDED ALL OF ITS CAPITAL REQUIREMENTS AT JUNE 30, 2004. THE COMPANY HAD THE FOLLOWING CAPITAL RATIOS AT JUNE 30, 2004:
For Capital Categorized as Actual Adequacy Purposes "WellCapitalized" ------ ----------------- ----------------- Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- As of June 30, 2004: Total Capital (To risk weighted assets) $19,311 32.32% $ 4,780 8.00% $ 5,975 10.00% Tier I Capital (To risk weighted assets) $18,100 30.29% $ 2,390 4.00% $ 3,585 6.00% Tier I Capital (To total assets) $18,100 20.85% $ 2,604 3.00% $ 4,341 5.00% Tangible Capital (To total assets) $18,100 20.85% $ 1,302 1.50% $ 4,341 5.00%
CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. Based on their evaluation ------------------------------------------------ of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")), the Company's principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-QSB such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. (b) Changes in internal controls. During the quarter under report, there was no ---------------------------- change in the Company's internal control over financial reporting that has materially affected, or is reasonable likely to materially affect, the Company's internal control over financial reporting. 11 Part II OTHER INFORMATION - ------------------------- Item 1. Legal Proceedings From time to time, the Company may be a party to various legal proceedings incident to its business. At June 30, 2004, there were no legal proceedings to which the Company was a party, or to which any of their property was subject, which were expected by management to result in a material loss. Item 2. Changes in Securities and Small Business Issuer Purchases of Equity Securities Not Applicable Item 3. Defaults Upon Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Security Holders Not Applicable Item 5. Other Information Not Applicable Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 3(i) Articles of Incorporation* 3(ii) Bylaws* 10(ii) Eureka Financial Corp. 1999 Stock Option Plan ** 10(ii) Eureka Bank 1999 Restricted Stock Plan ** 31 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ------------------------- * Incorporated by reference to the identically numbered Exhibit on Form 8-K12G3 filed on April 1, 2003. ** Incorporated by reference from Registration Statement on Form S-8 filed June 24, 2003. (b) Reports on Form 8-K (i) During the quarter under report, the Company filed a Form 8-K dated April 30, 2004 announcing earnings for the quarter ended March 31, 2004. (Items 7 and 12) 12 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. EUREKA FINANCIAL CORP. Date: August 13, 2004 By: /s/Edward F. Seserko ------------------------------------- Edward F. Seserko President and Chief Executive Officer Date: August 13, 2004 By: /s/Gary B. Pepper ------------------------------------- Gary B. Pepper Executive Vice President and Chief Financial Officer 13 EX-31 2 ex-31.txt CERTIFICATIONS - SECTION 302 SECTION 302 CERTIFICATION I, Edward F. Seserko, certify that: 1. I have reviewed this Form 10-QSB of Eureka Financial Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation. (c) Disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)), to the small business issuer's auditors and the audit committee of the small business issuer's board of directors: (a) All significant deficiencies and material weaknesses in the design or the operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer 's internal control over financial reporting. Date: August 13, 2004 /s/Edward F. Seserko ------------------------------------- Edward F. Seserko President and Chief Executive Officer SECTION 302 CERTIFICATION I, Gary B. Pepper, certify that: 1. I have reviewed this Form 10-QSB of Eureka Financial Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The small business issuer's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)), to the small business issuer's auditors and the audit committee of the small business issuer's board of directors: (a) All significant deficiencies and material weaknesses in the design or the operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer 's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer 's internal control over financial reporting. Date: August 13, 2004 /s/Gary B. Pepper ---------------------------- Gary B. Pepper Executive Vice President and Chief Financial Officer EX-32 3 ex-32.txt CERTIFICATION - SECTION 906 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Eureka Financial Corp, Inc. (the "Company") on Form 10-QSB for the quarter ended June 30, 2004 (the "Report") as filed with the Securities and Exchange Commission on the date hereof, we, Edward F. Seserko, President and Chief Executive Officer, and Gary B. Pepper, Executive Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 13, 2004 /s/Edward F. Seserko /s/Gary B. Pepper - ------------------------------------- ---------------------------- Edward F. Seserko Gary B. Pepper President and Chief Executive Officer Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----