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, 2003
-------------
[ ] 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
Incorporation or Organization) Identification No.)
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 4, 2003, 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 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of June 30, 2003
(Unaudited), and September 30, 2002 3
Consolidated Statements of Income (Unaudited) for
the Three and Nine Months ended June 30, 2003
and 2002 4
Consolidated Statements of Cash Flows (Unaudited)
for the Nine Months ended June 30, 2003 and 2002 5
Notes to Consolidated 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 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures
2
CONSOLIDATED BALANCE SHEET
EUREKA FINANCIAL CORP.
JUNE 30, SEPTEMBER 30,
2003 2002
----------- -------------
ASSETS (UNAUDITED)
Cash and due from banks $ 439,042 $ 720,601
Interest-bearing deposits in banks 12,138,295 7,927,834
Securities available-for-sale 9,390,150 8,454,099
Securities held-to-maturity
(Market values of $5,750,156 and
$5,541,372 respectively) 5,379,590 5,144,112
Mortgage-backed securities, available-for-sale 1,653,392 2,583,390
Federal Home Loan Bank stock, at cost 313,200 382,900
Loans receivable, net 50,238,017 52,142,231
Premises and equipment, net 1,151,753 1,207,622
Other assets 769,036 703,166
----------- -----------
TOTAL ASSETS $81,472,475 $79,265,955
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposit accounts
Non-interest bearing $ 1,731,195 $ 1,466,297
Interest bearing 57,592,645 55,942,741
----------- -----------
Total deposit accounts 59,323,840 57,409,038
Advances from borrowers for taxes & insurance 348,798 297,678
Other liabilities 1,172,635 1,256,555
FHLB advances 1,000,000 1,000,000
Guarantee of employee stock ownership plan (ESOP) debt 56,745 161,802
----------- -----------
Total liabilities 61,902,018 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 June 30,
2003 and September 30, 2002, respectively. 137,781 137,781
Additional paid-in-capital 6,192,573 6,037,703
Retained earnings-substantially rstricted 13,112,126 12,891,928
Unearned employee stock ownership plan
(ESOP) shares (56,745) (161,802)
Unearned compensation-restricted stock plan (78,796) (107,294)
Accumulated other comprehensive income net of
applicable income taxes of $803,042 and
$851,378, respectively. 1,558,847 1,652,676
Treasury stock (136,827 and 138,492 shares at cost) (1,295,329)
(1,310,110)
----------- -----------
Total stockholders' equity 19,570,457 19,140,882
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $81,472,475 $79,265,955
=========== ============
3
CONSOLIDATED STATEMENTS OF INCOME
EUREKA FINANCIAL CORP.
THREE MONTHS ENDED JUNE 30, NINE MONTHS ENDED JUNE 30,
(UNAUDITED) (UNAUDITED)
2003 2002 2003 2002
------- ------- ------ ------
Interest Income
Loans $ 890,469 $ 947,159 $2,742,268 $2,875,253
Investment securities 219,319 182,534 663,307 551,332
Mortgage-backed securities 30,018 49,137 103,528 164,398
---------- ---------- ---------- ----------
Total interest income 1,139,806 1,178,830 3,509,103 3,590,983
Interest Expense
Deposits 393,090 443,030 1,216,322 1,428,226
FHLB advances 14,054 14,054 42,163 42,163
Other 1,004 2,295 4,465 9,096
---------- ---------- ---------- ----------
Total interest expense 408,148 459,379 1,262,950 1,479,485
---------- ---------- ---------- ----------
Net Interest Income 731,658 719,451 2,246,153 2,111,498
Provision for Loan Losses 0 14,000 0 45,000
---------- ---------- ---------- ----------
Net Interest Income after
Provision for Loan Losses 731,658 705,451 2,246,153 2,066,498
Other Income 25,591 22,850 80,189 70,936
Other Expenses
Salaries and benefits 293,291 233,426 832,750 669,118
Occupancy expense 57,085 52,296 158,747 148,772
Computer expense 27,484 27,610 81,026 70,597
Legal and accounting 33,102 26,136 121,205 90,693
ESOP Contribution 73,569 28,496 155,789 125,541
Other 69,556 87,265 221,114 227,304
---------- ---------- ---------- ----------
Total other expenses 554,087 455,229 1,570,631 1,332,025
---------- ---------- ---------- ----------
Income Before Income Taxes 203,162 273,072 755,711 805,409
Provision for Income Taxes 31,474 57,053 145,301 182,929
---------- ---------- ---------- ----------
Net Income $ 171,688 $ 216,019 $ 610,410 $ 622,480
========== ========== ========== ==========
Basic Earnings Per Share $ 0.14 $ 0.18 $ 0.50 $ 0.51
========== ========== ========== ==========
Diluted Earnings Per Share $ 0.13 $ 0.17 $ 0.48 $ 0.49
========== ========== ========== ==========
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
EUREKA FINANCIAL CORP.
NINE MONTHS ENDED JUNE 30,
(UNAUDITED)
2003 2002
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 610,410 $ 622,480
Adjustments to reconcile net cash from operating activities:
Unearned ESOP shares 259,927 123,272
Compensation expense related to RSOP 28,498 66,954
Depreciation 74,797 78,405
Provision for loan loss 0 45,000
Net accretion/amortization of discounts and premiums on
mortgage-backed and investment securities (51,427) (29,990)
Unamortized loan fees and costs (34,864) (38,412)
Increase/(decrease) in cash due to changes
in assets and liabilities:
Other assets (65,870) (180,528)
Other liabilities (35,584) 144,864
------------ -----------
Net Cash from Operating Activities 785,887 832,045
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and redemption of securities
held-to-maturity 1,015,000 2,245,000
Net proceeds from (purchase of) FHLB stock 69,700 (69,600)
Purchase of securities held-to-maturity (1,250,000) (1,000,000)
Purchase of securities available-for-sale (990,000) 0
Net loans repaid by (made to) customers 411,144 (4,915,775)
Net commercial leases repaid (originated) 1,527,936 (915,287)
Net paydowns in mortgage-backed securities 892,729 851,449
Premises and equipment expenditures (18,928) (22,851)
------------ -----------
Net Cash Used by Investing Activities 1,657,581 (3,827,064)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposit accounts 1,914,802 2,728,110
Net increase (decrease) in advances from borrowers for
taxes and insurance 51,120 38,069
Repayment of ESOP loan (105,057) (79,877)
Reissuance of treasury stock 14,781 0
Payment of dividends (390,212) (304,974)
------------ -----------
Net Cash from Financing Activities 1,485,434 2,381,328
------------ -----------
Net Change in Cash and Cash Equivalents 3,928,902 (613,691)
Cash and Cash Equivalents at Beginning of Period 8,648,435 7,111,653
------------ -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,577,337 $ 6,497,962
============ ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid during the period for:
Interest on deposits and borrowings $ 1,279,073 $ 1,502,828
============ ===========
Income taxes $ 188,967 $ 121,275
============ ===========
5
EUREKA FINANCIAL CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited 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 and nine months ended June 30, 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 financial statements and the following discussion
should be read in conjunction with the financial statements and footnotes
thereto included in Eureka Bank's (the "Bank") 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 June 30, 2003 and 2002, comprehensive income totaled
$113,456 and $251,349, respectively. For the nine months then ended,
comprehensive income totaled $516,581 and $589,039, respectively.
NOTE C -AVAILABLE FOR SALE SECURITIES
The securities available for sale consisted of the following:
June 30, 2003
-------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- --------
FHLMC preferred
Stock $7,087,627 $ 206,623 $(43,750) $7,250,500
FHLMC voting
common Stock 41,266 2,098,384 -- 2,139,650
---------- ---------- --------- ----------
Totals: $7,128,893 $2,305,007 $(43,750) $9,390,150
========== ========== ======== ==========
6
The mortgage-backed securities available for sale consisted of the following:
June 30, 2003
-------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- -----------
GNMA certificates $ 3,104 $ 124 $ -- $ 3,228
FHLMC certificates 265,668 23,077 -- 288,745
FNMA certificates 1,283,989 77,430 -- 1,361,419
---------- -------- ----- ----------
Totals: $1,552,761 $100,631 $ -- $1,653,392
========== ======== ===== ==========
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 nine month periods
ended June 30, 2003 were 1,231,636 and 1,227,311, respectively, and for the
three and nine month periods ended June 30, 2002 were 1,220,213 and 1,217,503,
respectively. For the periods ended June 30, 2003 and 2002, such shares do not
include 5,675 and 17,833 shares, respectively, of Company Common Stock purchased
and held by Eureka 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 Corporation
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 June 30, 2003, the Company's assets increased $2,206,000 to $81,472,000
from $79,266,000 at September 30, 2002. At June 30, 2003, interest-bearing
deposits in banks increased by $4,210,000 from the comparable classification at
September 30, 2002. Also, at June 30, 2003, cash and due from banks decreased
$282,000, mortgage-backed securities decreased by $930,000, FHLB stock decreased
$70,000 and loans receivable, net decreased $1,904,000, from the comparable
classifications at September 30, 2002. These decreases at June 30, 2003, were
partially offset by an increase of $236,000 in securities held to maturity and
an increase of $936,000 in securities available-for-sale since September 30,
2002, as cash in banks and loan payments were used to fund the investment
portfolio growth.
At June 30, 2003, the Company's total liabilities increased by a total of
$1,777,000 from September 30, 2002. This increase was primarily attributed to a
$1,915,000 growth in deposit accounts which was partially offset by a $105,000
decrease in the ESOP debt.
At June 30, 2003, stockholders' equity increased $429,000 to $19,570,000
from $19,141,000 at September 30, 2002. The increase was primarily reflected by
an increase of $220,000 in retained earnings, an increase of $155,000 in
additional paid in capital and a decrease of $105,000 in the unearned ESOP
shares. There was also a decrease of $94,000 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 consolidated financial statements. Although
the increase in net income increased retained earnings by $172,000, this
increase was offset by dividends paid to stockholders in the amount of $89,000.
8
RESULTS OF OPERATIONS
NET INCOME. Net income decreased $44,000 to $172,000 for the three months and
$12,000 to $610,000 for the nine months ended June 30, 2003, from $216,000 and
$622,000, respectively, for the comparable 2002 periods. The decrease in net
income for the three and nine month periods was primarily attributable to
increases in other expenses partially offset by decreases in the provision for
loan losses and decreases in interest expense over the comparable three and nine
month periods.
NET INTEREST INCOME. Net interest income increased $13,000 to $732,000 for the
three months and $135,000 to $2,246,000 for the nine months ended June 30, 2003,
from $719,000 and $2,111,000, respectively, 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 $39,000 to $1,140,000 for the
three months and $82,000 to $3,509,000 for the nine months ended June 30, 2003
as compared to $1,179,000 and $3,591,000, respectively, 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 $51,000 to $408,000 for the
three months and $216,000 to $1,263,000 for the nine months ended June 30, 2003,
from $459,000 and $1,479,000, respectively, 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 nine months ended June 30, 2003, was $0 and $0 respectively, compared to
$14,000 and $45,000, respectively, for the comparable 2002 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 $99,000 to $554,000 for
the three months and $239,000 to $1,571,000 for the nine months ended June 30,
2003, from $455,000 and $1,332,000, respectively, for the comparable 2002
periods. ESOP contribution expense increased $46,000 to $74,000 for the three
months and $30,000 to $156,000 for the nine months ended June 30, 2003, from
$28,000 and $126,000, respectively, for the comparable 2002 periods due to an
accelerated repayment plan as well as a higher market value of the stock.
Salaries and benefits increased $60,000 for the three months and $164,000 for
the nine months ended June 30, 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 $7,000 to
$33,000 for the three months and $30,000 to $121,000 for the nine months ended
June 30, 2003, from $26,000 and $91,000 for the comparable 2002 periods. These
increases can be attributed primarily to the costs associated with the mid-tier
holding company reorganization.
9
EUREKA FINANCIAL CORP.
AVERAGE BALANCE SHEETS
JUNE 30, 2003 AND 2002
For the Three Months Ended June 30,
------------------------------------------------------------
At June 30, 2003 2003 2002
--------------------- --------------------------- ------------------------------
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 $50,238 6.71% $51,508 $ 890 6.91% $53,225 $ 947 7.12%
Investments securities 28,874 3.54% 27,168 250 3.68% 21,246 232 4.37%
------- ------- ------ ------- ------
Total interest-earning
assets 79,112 5.55% 78,676 1,140 5.80% 74,471 1,179 6.33%
Non-interest earning assets 2,360 2,063 ------ 2,178 ------
------- ------- -------
Total Assets $81,472 $80,739 $76,649
======= ======= =======
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts $ 3,726 1.51% $ 4,091 15 1.47% $ 5,306 19 1.43%
Passbook and club accts 19,353 2.02% 19,244 96 2.00% 17,657 100 2.27%
IRA accounts 2,539 4.33% 2,532 27 4.27% 2,117 29 5.48%
Certificates of deposit 31,975 3.29% 30,897 255 3.30% 29,469 296 4.02%
Other liabilities 1,057 5.45% 1,083 15 5.54% 1,187 16 5.39%
------- ------- ------ ------- ------
Total interest-bearing
liab. 58,650 2.84% 57,847 408 2.82% 55,736 460 3.30%
Non-interest-bearing 3,252 3,428 ------ 1,962 ------
liabilities ------- ------- -------
Total Liabilities 61,902 61,275 57,698
Retained earnings 19,570 19,464 18,951
------- ------- -------
Total Liabilities and
Retained Earnings $81,472 $80,739 $76,649
======= ======= =======
Net interest income $ 732 $ 719
====== ======
Interest rate spread 2.97% 3.03%
====== ======
Net yield on interest-
earning assets 3.72% 3.86%
====== ======
Ratio of average interest-
earning assets to average
interest-bearing liabilities 136.01% 133.61%
====== ======
For the Nine Months Ended June 30,
-----------------------------------------------------------
2003 2002
----------------------------- ----------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
------- -------- ------- -------- --------
Interest-earning assets:
Loans receivable $52,103 $2,742 7.02% $52,197 $2,875 7.34%
Investments securities 25,451 767 4.02% 21,827 716 4.37%
------- ------ ------- ------
Total interest-earning
assets 77,554 3,509 6.03% 74,024 3,591 6.47%
Non-interest earning assets 2,099 ------ 2,124 ------
------- -------
Total Assets $79,653 $76,148
======= =======
Interest-bearing liabilities:
Interest-bearing deposits:
NOW accounts $ 4,394 49 1.49% $ 5,005 54 1.44%
Passbook and club accts 18,544 281 2.02% 17,356 304 2.34%
IRA accounts 2,433 84 4.60% 2,032 83 5.45%
Certificates of deposit 30,171 802 3.54% 29,784 988 4.42%
Other liabilities 1,126 47 5.57% 1,213 51 5.61%
------- ------ ------- ------
Total interest-bearing
liab. 56,668 1,263 2.97% 55,390 1,480 3.56%
Non-interest-bearing 3,626 ------ 1,936 ------
liabilities ------- -------
Total Liabilities 60,294 57,326
Retained earnings 19,359 18,822
------- -------
Total Liabilities and
Retained Earnings $79,653 $76,148
======= =======
Net interest income $2,246 $2,111
====== ======
Interest rate spread 3.06% 2.91%
====== ======
Net yield on interest-
earning assets 5.79% 3.80%
====== ======
Ratio of average interest-
earning assets to average
interest-bearing liabilities 136.86% 133.64%
====== ======
10
EUREKA FINANCIAL CORP.
RATE VOLUME
JUNE 30, 2003 AND 2002
Three-month period ended June 30,
2003 vs 2002
Increase (Decrease)
Due to
Volume Rate Rate/Volume Total
------ ---- ----------- -----
(In thousands)
Interest Income:
Loans receivable $ (31) $ (27) $ 1 $(57)
Investment securities 65 (37) (10) 18
------------------------------------
Total interest-earning assets 34 (64) (9) (39)
------------------------------------
Interest Expense:
NOW accounts (4) 0 0 (4)
Passbook & club accounts 9 (12) (1) (4)
Money market accounts 5 (6) (1) (2)
Certificates of deposit 14 (52) (3) (41)
Other liabilities (1) 0 0 (1)
------------------------------------
Total interest-bearing liabilities 23 (70) (5) (52)
------------------------------------
Net change in interest income $ 11 $ 6 (4) $ 13
====================================
Nine-month period ended June 30,
2003 vs 2002
Increase (Decrease)
Due to
Volume Rate Rate/Volume Total
------ ---- ----------- -----
(In thousands)
Interest Income:
Loans receivable $ (5) $(126) $ (2) $(133)
Investment securities 119 (58) (10) 51
----------------------------------------
Total interest-earning assets 114 (184) (12) (82)
----------------------------------------
Interest Expense:
NOW accounts (7) 2 0 (5)
Passbook & club accounts 21 (42) (2) (23)
Money market accounts 17 (13) (3) 1
Certificates of deposit 13 (196) (3) (186)
Other liabilities (4) 0 0 (4)
----------------------------------------
Total interest-bearing liabilities 40 (249) (8) (217)
----------------------------------------
Net change in interest income $ 74 $ 65 $ (4) $ 135
========================================
11
THE COMPANY EXCEEDED ALL OF ITS CAPITAL REQUIREMENTS AT JUNE 30, 2003.
THE COMPANY HAD THE FOLLOWING CAPITAL RATIOS AT JUNE 30, 2003:
FOR CAPITAL CATEGORIZED AS
ACTUAL ADEQUACY PURPOSES "WELLCAPITALIZED"
------ ----------------- -----------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
--------------------- -------------------- ------------------
AS OF JUNE 30, 2003:
Total Capital
(To risk weighted
assets) $19,485 40.96% $3,806 8.00% $4,757 10.00%
Tier I Capital
(To risk weighted
assets) $17,983 37.80% $1,903 4.00% $2,854 6.00%
Tier I Capital
(To total assets) $17,983 22.77% $2,370 3.00% $3,949 5.00%
Tangible Capital
(To total assets) $17,983 22.77% $1,185 1.50% $3,949 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 June 30, 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
Not Applicable
Item 5. Other Information
On June 19, 2003, the Board of Directors of Eureka Financial Corp.
approved a resolution authorizing a stock repurchase of 15,000 shares
of common stock. The trade was consummated on July 25, 2003 and
reduced the outstanding public shares of Eureka Financial Corp. down
to 496,299.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3(i) Articles of Incorporation*
3(ii) Bylaws*
10(i) Eureka Financial Corp. 1999 Stock Option Plan **
10(ii) Eureka Bank 1999 Restricted Stock Plan **
31 Section 302 Certifications
32 Section 906 Certification
(1) Reports on Form 8-K
(i) 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.
(ii) A Form 8-K was filed on July 30, 2003 pursuant to items
7 and 12 announcing earnings for the quarter ended June
30, 2003.
______________
* 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.
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: August 8, 2003 By: /s/ Edward F. Seserko
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Edward F. Seserko
President and Chief Executive Officer
Date: August 8, 2003 By: /s/ Gary B. Pepper
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Gary B. Pepper
Executive Vice President and Chief
Financial Officer