UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934
For the transition period from to
--------- ---------
Commission file number: 000-50234
Eureka Financial Corp.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
United States 75-3098403
- ------------------------------- -------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
3455 Forbes Avenue at McKee Place, Pittsburgh, Pennsylvania 15213
- ----------------------------------------------------------- ----------------
(Address of Principal Executive Offices) (Zip Code)
Registrant'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 May 13, 2003, there were issued and outstanding 1,240,983 shares of the
registrant's Common Stock.
Transitional small business disclosure format (check one): Yes No X
--- ---
EUREKA FINANCIAL CORP.
INDEX
Page
Number
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of March 31, 2003
(Unaudited), and September 30, 2002 3
Statements of Income (Unaudited) for the Three
and Six Months ended March 31, 2003 and 2002 4
Statements off Cash Flows (Unaudited) for the
Six Months ended March 31, 2003 and 2002 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 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 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
Certifications
EUREKA FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
March 31, September 30,
2003 2002
------------ ------------
ASSETS (Unaudited)
Cash and due from banks $ 525,031 $ 720,601
Interest-bearing deposits in banks 7,278,976 7,927,834
Securities available-for-sale 9,437,906 8,454,099
Securities held-to-maturity
(Market values of $6,161,665 and
$5,541,372 respectively) 5,894,431 5,144,112
Mortgage-backed securities, available-for-sale 1,979,259 2,583,390
Federal Home Loan Bank stock, at cost 313,400 382,900
Loans receivable, net 51,803,011 52,142,231
Premises and equipment, net 1,171,610 1,207,622
Other assets 878,371 703,166
------------ ------------
Total Assets $ 79,281,995 $ 79,265,955
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposit accounts
Non-interest bearing $ 1,363,870 $ 1,466,297
Interest bearing 56,087,618 55,942,741
------------ ------------
Total deposit accounts 57,451,488 57,409,038
Advances from borrowers for taxes & insurance 173,315 297,678
Other liabilities 1,154,683 1,256,555
FHLB advances 1,000,000 1,000,000
Guarantee of employee stock ownership plan (ESOP) debt 121,601 161,802
------------ ------------
Total liabilities 59,901,087 60,125,073
Stockholders' Equity
Common Stock ($0.10 par value)
4,000,000 shares authorized, 1,377,810 shares
issued, 1,240,983 and 1,239,318 shares outstanding
as of March 31, 2003 and September 30, 2002, respectively 137,781 137,781
Additional paid-in-capital 6,105,129 6,037,703
Retained earnings-substantially restricted 13,026,285 12,891,928
Unearned employee stock ownership plan
(ESOP) shares (121,601) (161,802)
Unearned compensation-restricted stock plan (88,436) (107,294)
Accumulated other comprehensive income net of
applicable income taxes of $833,041 and
$851,378, respectively 1,617,079 1,652,676
Treasury stock (136,827 and 138,492 shares at cost) (1,295,329) (1,310,110)
------------ ------------
Total stockholders' equity 19,380,908 19,140,882
Total Liabilities and Stockholders' Equity $ 79,281,995 $ 79,265,955
============ ============
See notes to unaudited consolidated financial statements.
3
EUREKA FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, Six Months Ended March 31,
(Unaudited) (Unaudited)
2003 2002 2003 2002
---------- ---------- ---------- ----------
Interest Income
Loans $ 911,931 $ 966,921 $1,851,799 $1,928,094
Investment securities 228,840 176,522 443,988 368,798
Mortgage-backed securities 34,633 54,467 73,510 115,261
---------- ---------- ---------- ----------
Total interest income 1,175,404 1,197,910 2,369,297 2,412,153
Interest Expense
Deposits 397,331 466,859 823,232 985,196
FHLB advances 13,900 13,900 28,109 28,109
Other 1,524 2,601 3,461 6,801
---------- ---------- ---------- ----------
Total interest expense 412,755 483,360 854,802 1,020,106
---------- ---------- ---------- ----------
Net Interest Income 762,649 714,550 1,514,495 1,392,047
Provision for Loan Losses 0 20,000 0 31,000
---------- ---------- ---------- ----------
Net Interest Income after
Provision for Loan Losses 762,649 694,550 1,514,495 1,361,047
Other Income 22,806 23,020 54,598 48,086
Other Expenses
Salaries and benefits 272,149 218,845 539,459 435,692
Occupancy expense 52,368 49,086 101,662 96,476
Computer expense 27,709 22,132 53,542 42,987
Legal and accounting 44,471 33,363 88,103 64,557
ESOP Contribution 45,520 31,983 82,220 97,045
Other 72,101 80,769 151,558 140,039
---------- ---------- ---------- ----------
Total other expenses 514,318 436,178 1,016,544 876,796
---------- ---------- ---------- ----------
Income Before Income Taxes 271,137 281,392 552,549 532,337
Provision for Income Taxes 47,827 62,309 113,827 125,876
---------- ---------- ---------- ----------
Net Income $ 223,310 $ 219,083 $ 438,722 $ 406,461
========== ========== ========== ==========
Basic Earnings Per Share $ 0.18 $ 0.18 $ 0.36 $ 0.33
========== ========== ========== ==========
Diluted Earnings Per Share $ 0.17 $ 0.17 $ 0.35 $ 0.32
========== ========== ========== ==========
See notes to unaudited consolidated financial statements.
4
EUREKA FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended March 31,
(Unaudited)
2003 2002
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 438,722 $ 406,461
Adjustments to reconcile net cash from operating activities:
Unearned ESOP shares 107,627 97,979
Compensation expense related to RSOP 18,858 36,454
Depreciation 50,731 52,267
Provision for loan loss 0 31,000
Net accretion/amortization of discounts and premiums on
mortgage-backed and investment securities (33,153) (20,188)
Unamortized loan fees and costs (25,504) (28,533)
Increase/(decrease) in cash due to changes in assets and liabilities:
Other assets (175,205) (139,644)
Other liabilities (83,534) 38,420
----------- -----------
Net Cash from Operating Activities 298,542 474,216
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and redemption of securities
held-to-maturity 0 1,000,000
Net proceeds from redemption of FHLB stock 69,500 0
Purchase of securities held-to-maturity (750,000) 0
Purchase of securities available-for-sale (990,000) 0
Net increase in loans made to customers (305,116) (4,418,383)
Net commercial leases (originated)/repaid 669,840 (138,676)
Net paydowns in mortgage-backed securities 589,223 580,596
Premises and equipment expenditures (14,719) (12,206)
----------- -----------
Net Cash Used by Investing Activities (731,272) (2,988,669)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposit accounts 42,450 1,079,687
Net increase in advances from borrowers for
taxes and insurance (124,363) (30,761)
Repayment of ESOP loan (40,201) (66,565)
Reissuance of treasury stock 14,781 0
Payment of dividends (304,365) (232,176)
----------- -----------
Net Cash from Financing Activities (411,698) 750,185
----------- -----------
Net Change in Cash and Cash Equivalents (844,428) (1,764,268)
Cash and Cash Equivalents at Beginning of Period 8,648,435 7,111,653
----------- -----------
Cash and Cash Equivalents at End of Period $ 7,804,007 $ 5,347,385
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid during the period for:
Interest on deposits and borrowings $ 865,242 $ 1,042,160
=========== ===========
Income taxes $ 188,967 $ 74,775
=========== ===========
See notes to unaudited consolidated financial statements.
5
EUREKA FINANCIAL CORP.
NOTES TO UNAUDITED CONSOLIDATED 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 three months ended March 31, 2003, are not necessarily
indicative of the results to be expected for the year ended September 30, 2003
or any other interim period. The interim consolidated financial statements and
the following discussion should be read in conjunction with the financial
statements and footnotes thereto included in the Registrant's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 2002.
Prior period accounts were reclassified to conform to current period
classifications.
NOTE B - COMPREHENSIVE INCOME
For the three months ended March 31, 2003 and 2002, comprehensive income totaled
$59,375 and $137,245, respectively. For the six months then ended, comprehensive
income totaled $403,125 and $337,690, respectively.
NOTE C -AVAILABLE FOR SALE SECURITIES
The securities available for sale consisted of the following:
March 31, 2003
--------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ------
FHLMC preferred
Stock 7,070,366 228,444 (98,750) 7,200,060
FHLMC voting
common Stock 41,266 2,196,580 -- 2,237,846
--------- --------- ------- ---------
Totals: 7,111,632 2,425,024 (98,750) 9,437,906
========= ========= ======= =========
6
The mortgage-backed securities available for sale consisted of the following:
March 31, 2003
--------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ------
GNMA certificates 3,569 142 -- 3,711
FHLMC certificates 323,157 29,231 -- 352,388
FNMA certificates 1,528,688 94,472 -- 1,623,160
--------- ------- -------- ---------
Totals: 1,855,414 123,845 -- 1,979,259
========= ======= ======== =========
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 and six month periods
ended March 31, 2003 were 1,226,666 and 1,225,148, respectively, and for the
three and six month periods ended March 31, 2002 were 1,217,903 and 1,216,149,
respectively. For the periods ended March 31, 2003 and 2002, such shares do not
include 12,160 and 19,164 shares, respectively, of Common Stock purchased and
held by the 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
Bank 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 1,240,983 shares of common
stock, of which 510,744 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 March 31, 2003, the Company's assets increased $16,000 to
$79,282,000 from $79,266,000 at September 30, 2002. At March 31, 2003,
interest-bearing deposits in banks decreased by $649,000 and mortgage-backed
securities decreased by $604,000, respectively, from the comparable
classifications at September 30, 2002. Also, at March 31, 2003, cash and due
from banks decreased $196,000, FHLB stock decreased $70,000 and loans
receivable, net decreased $339,000, from the comparable classifications at
September 30, 2002. These decreases at March 31, 2003, were partially offset by
an increase of $750,000 in securities held to maturity and an increase of
$984,000 in securities available-for-sale since September 30, 2002, as cash in
banks was used to fund the investment portfolio growth.
At March 31, 2003, the Company's total liabilities decreased by a
total of $224,000 from September 30, 2002. This decrease was primarily
attributed to advances from borrowers for taxes and insurance as $125,000 in
escrow was disbursed for taxes and insurance, and to a $100,000 decrease in
other liabilities.
At March 31, 2003, stockholders' equity increased $240,000 to
$19,381,000 from $19,141,000 at September 30, 2002. The increase was primarily
reflected by an increase of $134,000 in retained earnings and an increase of
$67,000 in additional paid in capital. There was a decrease of $36,000 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 financial
statements. Although the increase in net income increased retained earnings by
$223,000, this increase was offset by dividends paid to stockholders in the
amount of $89,000.
8
RESULTS OF OPERATIONS
Net Income. Net income increased $4,000 to $223,000 for the three months and
$33,000 to $439,000 for the six months ended March 31, 2003, from $219,000 and
$406,000 for the comparable 2002 periods. The increase in net income for the
three and six month periods was primarily attributable to decreases in the
provision for loan losses and decreases in interest expense over the comparable
three and six month periods, partially offset by increases in non-interest
expense.
Net Interest Income. Net interest income increased $48,000 to $763,000 for the
three months and $122,000 to $1,514,000 for the six months ended March 31, 2003,
from $715,000 and $1,392,000 for the comparable 2002 periods. Higher net
interest income was primarily due to decreases in interest expense over the
comparable 2002 periods.
Interest Income. Total interest income decreased $23,000 to $1,175,000 for the
three months and $43,000 to $2,369,000 for the six months ended March 31, 2003
as compared to $1,198,000 and $2,412,000 for the comparable 2002 periods. The
decline in total interest income was primarily due to a decline in the average
yield on interest-earning assets even though the average balance on
interest-earning assets increased. See "Average Balance Sheets" on page 10.
Interest Expense. Total interest expense decreased $70,000 to $413,000 for the
three months and $165,000 to $855,000 for the six months ended March 31, 2003,
from $483,000 and $1,020,000 for the comparable 2002 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 on deposits. See "Average
Balance Sheets" on page 10.
Provision for Loan Losses. The provision for loan losses for the three months
and six months ended March 31, 2003, was $0 and $0 respectively, compared to
$20,000 and $31,000 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 increased by $78,000 to $514,000 for
the three months and $140,000 to $1,017,000 for the six months ended March 31,
2003, from $436,000 and $877,000 for the comparable 2002 periods. ESOP
contribution expense increased $14,000 to $46,000 for the three months ended
March 31, 2003, from $32,000 for the comparable 2002 period, due to a higher
market value of the stock. ESOP contribution expense decreased $15,000 to
$82,000 for the six month period ended March 31, 2003, from $97,000 for the
comparable 2002 period, due to an extra $25,000 payment made in the 2002 period.
Salaries and benefits increased $53,000 for the three months and $103,000 for
the six months ended March 31, 2003, 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 increased $11,000
to $44,000 for the three months and $23,000 to $88,000 for the six months ended
March 31, 2003, from $33,000 and $65,000 for the comparable 2002 periods. These
increases can be attributed to the costs associated with the mid-tier
reorganization.
9
EUREKA FINANCIAL CORP. AND SUBSIDIARY
AVERAGE BALANCE SHEETS
MARCH 31, 2003 AND 2002
For the Three Months Ended March 31, For the Six Months Ended March 31,
------------------------------------------------ -----------------------------------------------
At March 31, 2003 2003 2002 2003 2002
----------------- ----------------------- ----------------------- ---------------------- -----------------------
Actual Average Average Average Average
Actual Yield/ Average Yield/ Average Yield/ Average Yield/ Average Yield/
Balance Cost Balance Interest Cost Balance Interest Cost Balance Interest Cost Balance Interest Cost
------- ---- ------- -------- ---- ------- -------- ---- ------- -------- ---- ---------------------
(Dollars in thousands)
Interest-
earning assets:
Loans receivable $51,803 6.80% $52,774 $ 912 6.91% $52,522 $ 967 7.36% $52,400 $1,852 7.07% $51,683 $1,928 7.46%
Investments
securities 24,904 4.22% 24,565 263 4.28% 21,405 231 4.32% 24,593 517 4.20% 22,118 484 4.38%
------- --------------- -------------- --------------- ---------------
Total
interest-
earning
assets 76,707 5.96% 77,339 1,175 6.08% 73,927 1,198 6.48% 76,993 2,369 6.15% 73,801 2,412 6.54%
------- ------ ------- ------
Non-interest
earning assets 2,575 2,163 2,181 2,116 2,097
------- ------- ------- ------- -------
Total Assets $79,282 $79,502 $76,108 $79,109 $75,898
======= ======= ======= ======= =======
Interest-bearing
liabilities:
Interest-
bearing
deposits:
NOW accounts $ 4,681 1.51% $ 4,554 17 1.49% $ 3,514 18 2.05% $ 4,546 34 1.50% $ 4,854 35 1.44%
Passbook and
club accts 18,984 2.02% 18,733 91 1.94% 17,428 97 2.23% 18,194 185 2.03% 17,206 204 2.37%
IRA accounts 2,405 4.38% 2,392 28 4.68% 2,038 26 5.10% 2,383 57 4.78% 1,989 54 5.43%
Certificates
of deposit 30,017 3.44% 29,343 261 3.56% 29,833 326 4.37% 29,808 547 3.67% 29,941 692 4.62%
Other
liabilities 1,122 5.45% 1,137 16 5.63% 1,208 17 5.63% 1,147 32 5.58% 1,226 35 5.71%
------- --------------- -------------- --------------- --------------
Total
interest-
bearing
liabilities 57,209 2.89% 56,159 413 2.94% 54,021 484 3.58% 56,078 855 3.05% 55,216 1,020 3.69%
------ ------ ------ ------
Non-interest-
bearing
liabilities 2,692 3,985 3,279 3,725 1,925
------- ------- ------- ------- ------
Total
Liabilities 59,901 60,144 57,300 59,803 57,141
Retained earnings 19,381 19,358 18,808 19,306 18,757
------- ------- ------- ------- -------
Total
Liabilities
and
Retained
Earnings $79,282 $79,502 $76,108 $79,109 $75,898
======= ======= ======= ======= =======
Net interest
income $762 $714 $1,514 $1,392
==== ==== ====== ======
Interest rate
spread 3.14% 2.90% 3.10% 2.84%
====== ====== ====== ======
Net yield on
interest-
earning
assets 3.94% 3.86% 3.93% 3.77%
====== ====== ====== =======
Ratio of average
interest-earning
assets to
average interest-
bearing
liabilities 137.71% 136.85% 137.30% 133.66%
====== ====== ====== ======
10
Rate/Volume Analysis
The following table presents the extent to which changes in interest rates
and changes in the volume of interest-earning assets and interest-bearing
liabilities have affected our interest income and interest expense during the
periods indicated. Information is provided in each category with respect to: (i)
changes attributable to changes in volume (changes in volume multiplied by prior
rate); (ii) changes attributable to changes in rate (changes in rate multiplied
by prior volume); and (iii) changes attributable to the combined impact of
volume and rate changes (changes in rate multiplied by change in volume).
Three-Month Period Ended March 31, Six-Month Period Ended March 31,
2003 vs. 2002 2003 vs. 2002
Increase (Decrease) Increase (Decrease)
Due to Due to
Volume Rate Rate/Volume Total Volume Rate Rate/Volume Total
------ ---- ----------- ----- ------ ---- ----------- -----
(In thousands) (In thousands)
Interest Income:
Loans receivable 5 (59) (1) (55) 27 (101) (2) (76)
Investment securities 34 (2) 0 32 54 (19) (2) 33
--------------------------------------- ------------------------------------
Total interest-earning assets 39 (61) (1) (23) 81 (120) (4) (43)
--------------------------------------- ------------------------------------
Interest Expense:
NOW accounts 5 (5) (1) (1) (2) 1 0 (1)
Passbook & club accounts 7 (12) (1) (6) 12 (29) (2) (19)
Money market accounts 5 (2) (1) 2 10 (5) (2) 3
Certificates of deposit (5) (61) 1 (65) (3) (143) 1 (145)
Other liabilities (1) 0 0 (1) (2) (1) 0 (3)
--------------------------------------- ------------------------------------
Total interest-bearing liabilities 11 (80) (2) (71) 15 (177) (3) (165)
--------------------------------------- ------------------------------------
Net change in interest income 28 19 1 48 66 57 (1) 122
======================================= ====================================
11
THE COMPANY EXCEEDED ALL OF ITS CAPITAL REQUIREMENTS AT MARCH 31, 2003.
THE COMPANY HAD THE FOLLOWING CAPITAL RATIOS AT MARCH 31, 2003:
For Capital Categorized as
Actual Adequacy Purposes "Well Capitallized"
------ ----------------- -------------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
As of March 31, 2003:
Total Capital
(To risk weighted
assets) $19,313 39.87% $ 3,875 8.00% $ 4,844 10.00%
Tier I Capital
(To risk weighted
assets) $17,781 36.71% $ 1,937 4.00% $ 2,906 6.00%
Tier I Capital
(To total assets) $17,781 23.18% $ 2,302 3.00% $ 3,836 5.00%
Tangible Capital
(To total assets) $17,781 23.18% $ 1,151 1.50% $ 3,836 5.00%
CONTROLS AND PROCEDURES
- -----------------------
(a) Evaluation of disclosure controls and procedures. Based on their
-----------------------------------------------------
evaluation as of a date within 90 days of the filing date of this
quarterly report on Form 10-QSB, the Registrant's principal executive
officer and principal financial officer have concluded that the
Registrant's disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the
Exchange Act)) 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. There were no significant changes in
----------------------------
the Registrant's internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
12
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 March 31, 2003, 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
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on January 27,
2003 and the following matters were voted upon:
Proposal I - Election of directors with terms to expire in
2006.
FOR WITHHELD
--- --------
Mark B. Devlin 1,169,541 1,300
Paul M. Matvey 1,169,541 1,300
Proposal II -- Approval of the Agreement and Plan of
Reorganization to Form a Mid-Tier Stock Holding Company.
FOR AGAINST ABSTAIN
--- ------- -------
1,079,240 3,700 2,775
Proposal III -- Ratification of Edwards, Sauer & Owens as
independent accountants for the 2003 fiscal year.
FOR AGAINST ABSTAIN
--- ------- -------
1,169,241 1,500 100
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) 3(i) Articles of Incorporation*
3(ii) Bylaws*
(b) Reports on Form 8-K
(1) A Form 8-K 12G3 was filed on April 1, 2003 pursuant to items 2 and 7 to
register the common stock of the Company by succession.
(2) An amended Form 8-K/A was filed on April 25, 2003 pursuant to items 2 and 7
filing the Registrant's financial statements with the Commission.
(3) A Form 8-K was filed on May 1, 2003 pursuant to items 7 and 12 announcing
earnings for the quarter ended March 31, 2003.
- ----------
* Incorporated by reference to the identically numbered Exhibit on
Form 8-K12G3 filed on April 1, 2003.
13
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: May 13, 2003 By: /s/Edward F. Seserko
-------------------------------------
Edward F. Seserko
President and Chief Executive Officer
Date: May 13, 2003 By: /s/Gary B. Pepper
-------------------------------------
Gary B. Pepper
Executive Vice President and Chief
Financial Officer
SECTION 302 CERTIFICATION
I, Edward F. Seserko, President and Chief Executive Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Eureka Financial
Corp.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 13, 2003 /s/Edward F. Seserko
-------------------------------------
Edward F. Seserko
President and Chief Executive Officer
SECTION 302 CERTIFICATION
I, Gary B. Pepper, Executive Vice President and Chief Financial Officer,
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Eureka Financial
Corp.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 13, 2003 /s/Gary B. Pepper
----------------------------------------------------
Gary B. Pepper
Executive Vice President and Chief Financial Officer