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 March 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
For the transition period from to
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Commission file number: 000-50234
Eureka Financial Corp.
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(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
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(Address of Principal Executive Offices)
Issuer's Telephone Number, Including Area Code: (412) 681-8400
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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
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As of May 17, 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
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EUREKA FINANCIAL CORP.
INDEX
Page
Number
------
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of March 31, 2004
(Unaudited), and September 30, 2003 3
Statements of Income (Unaudited) for the Three and Six
Months ended March 31, 2004 and 2003 4
Statements of Cash Flows (Unaudited) for the
Six Months ended March 31, 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.
March 31, September 30,
2004 2003
------------ ------------
(Unaudited)
ASSETS
Cash and due from banks $ 670,300 $ 496,589
Interest-bearing deposits in banks 4,275,888 8,340,784
Securities available-for-sale 12,621,534 11,877,487
Securities held-to-maturity
(Market values of $6,158,756 and
$5,865,608 respectively) 5,911,328 5,629,750
Mortgage-backed securities, available-for-sale 965,240 1,364,782
Federal Home Loan Bank stock, at cost 301,700 332,600
Loans receivable, net 56,687,071 53,288,111
Premises and equipment, net 1,209,084 1,241,032
Other assets 893,586 750,066
------------ ------------
Total Assets $ 83,535,731 $ 83,321,201
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposit accounts
Non-interest bearing $ 1,505,159 $ 1,887,906
Interest bearing 59,790,657 59,952,093
------------ ------------
Total deposit accounts 61,295,816 61,839,999
Advances from borrowers for taxes & insurance 180,723 334,252
Other liabilities 1,306,913 1,035,752
FHLB advances 1,000,000 1,000,000
Guarantee of employee stock ownership plan (ESOP) debt 0 40,258
------------ ------------
Total liabilities 63,783,452 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 March 31, 2004 and September 30, 2003,
respectively 137,781 137,781
Additional paid-in-capital 6,375,778 6,234,226
Retained earnings-substantially rstricted 13,218,169 13,213,697
Unearned employee stock ownership plan
(ESOP) shares 0 (40,258)
Unearned compensation-restricted stock plan (48,875) (67,733)
Accumulated other comprehensive income net of
applicable income taxes of $869,000 and
$623,686, respectively 1,686,883 1,210,684
Treasury stock (151,272 shares at cost) (1,617,457) (1,617,457)
------------ ------------
Total stockholders' equity 19,752,279 19,070,940
Total Liabilities and Stockholders' Equity $ 83,535,731 $ 83,321,201
============ ============
3
CONSOLIDATED STATEMENTS OF INCOME
EUREKA FINANCIAL CORP.
Three Months Ended March 31, Six Months Ended March 31,
(Unaudited) (Unaudited)
2004 2003 2004 2003
---------- ---------- ---------- ----------
Interest Income
Loans $ 901,871 $ 911,931 $1,782,307 $1,851,799
Investment securities 247,940 228,840 506,233 443,988
Mortgage-backed securities 16,306 34,633 36,615 73,510
---------- ---------- ---------- ----------
Total interest income 1,166,117 1,175,404 2,325,155 2,369,297
Interest Expense
Deposits 361,115 397,331 734,724 823,232
FHLB advances 14,054 13,900 28,263 28,109
Other 208 1,524 614 3,461
---------- ---------- ---------- ----------
Total interest expense 375,377 412,755 763,601 854,802
---------- ---------- ---------- ----------
Net Interest Income 790,740 762,649 1,561,554 1,514,495
Provision for Loan Losses 15,000 0 30,000 0
---------- ---------- ---------- ----------
Net Interest Income after
Provision for Loan Losses 775,740 762,649 1,531,554 1,514,495
Other Income 30,507 22,806 67,418 54,598
Other Expenses
Salaries and benefits 315,648 272,149 614,998 539,459
Occupancy expense 51,364 52,368 102,648 101,662
Computer expense 27,953 27,709 53,674 53,542
Legal and accounting 43,809 44,471 75,956 88,103
ESOP Contribution 71,224 45,520 117,387 82,220
Other 83,839 72,101 165,599 151,558
---------- ---------- ---------- ----------
Total other expenses 593,837 514,318 1,130,262 1,016,544
---------- ---------- ---------- ----------
Income Before Income Taxes 212,410 271,137 468,710 552,549
Provision for Income Taxes 36,022 47,827 83,140 113,827
---------- ---------- ---------- ----------
Net Income $ 176,388 $ 223,310 $ 385,570 $ 438,722
========== ========== ========== ==========
Basic Earnings Per Share $ 0.14 $ 0.18 $ 0.31 $ 0.36
========== ========== ========== ==========
Diluted Earnings Per Share $ 0.13 $ 0.17 $ 0.30 $ 0.35
========== ========== ========== ==========
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
EUREKA FINANCIAL CORP.
Six Months Ended March 31,
(Unaudited)
2004 2003
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 385,570 $ 438,722
Adjustments to reconcile net cash from operating activities:
Unearned ESOP shares 181,810 107,627
Compensation expense related to RSOP 18,858 18,858
Depreciation 51,514 50,731
Provision for loan loss 30,000 0
Net accretion/amortization of discounts and premiums on
mortgage-backed and investment securities (4,924) (33,153)
Unamortized loan fees and costs 9,265 (25,504)
Increase/(decrease) in cash due to changes in assets and liabilities:
Other assets (143,520) (175,205)
Other liabilities 25,847 (83,534)
----------- -----------
Net Cash from Operating Activities 554,420 298,542
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and redemption of securities
held-to-maturity 1,300,000 0
Net proceeds from redemption of FHLB stock 30,900 69,500
Purchase of securities held-to-maturity (1,580,012) (750,000)
Purchase of securities available-for-sale 0 (990,000)
Net increase in loans made to customers (1,692,048) (305,116)
Net commercial leases (originated)/repaid (1,746,177) 669,840
Net paydowns in mortgage-backed securities 380,366 589,223
Premises and equipment expenditures (19,566) (14,719)
----------- -----------
Net Cash Used by Investing Activities (3,326,537) (731,272)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposit accounts (544,183) 42,450
Net increase (decrease) in advances from borrowers
for taxes and insurance (153,529) (124,363)
Repayment of ESOP loan (40,258) (40,201)
Reissuance of treasury stock 0 14,781
Payment of dividends (381,098) (304,365)
----------- -----------
Net Cash from Financing Activities (1,119,068) (411,698)
----------- -----------
Net Change in Cash and Cash Equivalents (3,891,185) (844,428)
Cash and Cash Equivalents at Beginning of Period 8,837,373 8,648,435
----------- -----------
Cash and Cash Equivalents at End of Period $ 4,946,188 $ 7,804,007
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid during the period for:
Interest on deposits and borrowings $ 775,530 $ 865,242
=========== ===========
Income taxes $ 68,545 $ 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 three months ended March 31, 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 March 31, 2004 and 2003, comprehensive income totaled
$580,836 and $59,375, respectively. For the six months ended March 31, 2004 and
2003, comprehensive income totaled $861,769 and $403,125, respectively.
NOTE C -AVAILABLE FOR SALE SECURITIES
The securities available for sale consisted of the following:
March 31, 2004
--------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- --------- -------- ----------
FHLMC preferred
Stock 8,585,117 276,892 (144,000) 8,718,009
FNMA preferred
Stock 1,500,000 -- (85,500) 1,414,500
FHLMC voting
common Stocl 41,266 2,447,759 -- 2,489,025
---------- --------- -------- ----------
Totals: 10,126,383 2,724,651 (229,500) 12,621,534
========== ========= ======== ==========
6
The mortgage-backed securities available for sale consisted of the following:
March 31, 2004
--------------
Gross Gross
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---- ----- ------ -----
GNMA certificates 1,530 35 -- 1,565
FHLMC certificates 140,734 11,794 -- 152,528
FNMA certificates 762,243 48,904 -- 811,147
------- ------ ------- -------
Totals: 904,507 60,733 -- 965,240
======= ====== ======= =======
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
March 31, 2004, and 2003, were 1,224,212 and 1,226,666, respectively, and for
the six month periods ended March 31, 2004 and 2003, were 1,223,484 and
1,225,148, respectively. For periods ended March 31, 2003, shares do not include
12,160 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. The
Company 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"). Certain references to the Company refer collectively to the Company and
the Bank.
CHANGES IN FINANCIAL CONDITION
At March 31, 2004, the Company's assets increased $215,000 to
$83,536,000 from $83,321,000 at September 30, 2003. At March 31, 2004,
interest-bearing deposits in banks decreased by $4,065,000 and mortgage-backed
securities decreased by $400,000, respectively, from the comparable
classifications at September 30, 2003. These decreases at March 31, 2004, were
partially offset by an increase of $3,399,000 in loans receivable, net, an
increase of $281,000 in securities held-to-maturity and an increase of $745,000
in securities available-for-sale, respectively, from the comparable
classifications at September 30, 2003, as interest-bearing deposits were used to
fund the investment and loan portfolio growth.
At March 31, 2004, the Company's total liabilities decreased by
$467,000 from September 30, 2003. This decrease was primarily attributed to a
$544,000 decrease in total deposit accounts and a decrease of $153,000 in
advances from borrowers for taxes and insurance, respectively, from the
comparable classifications at September 30, 2003. These decreases were offset by
a $271,000 increase in other liabilities from September 30, 2003.
At March 31, 2004, stockholders' equity increased $681,000 to
$19,752,000 from $19,071,000 at September 30, 2003. The increase was primarily
reflected by an increase of $476,000 in accumulated other comprehensive income
and an increase of $142,000 in additional paid in capital, from September 30,
2003. This increase in accumulated other comprehensive income resulted 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 B to the
financial statements. Although the increase in net income increased retained
earnings by $386,000 from September 30, 2003, this increase was offset by
dividends paid to stockholders in the amount of $381,000.
8
RESULTS OF OPERATIONS
Net Income. Net income decreased $47,000 to $176,000 for the three months and
$53,000 to $386,000 for the six months ended March 31, 2004, from $223,000 and
$439,000 for the comparable 2003 periods. The decrease in net income for the
three and six month periods was primarily attributable to increases in the
provision for loan losses and an increase in non-interest expense over the
comparable three and six month periods, partially offset by a decrease in
interest expense.
Net Interest Income. Net interest income increased $28,000 to $791,000 for the
three months and $48,000 to $1,562,000 for the six months ended March 31, 2004,
from $763,000 and $1,514,000 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 decreased $9,000 to $1,166,000 for the
three months and $44,000 to $2,325,000 for the six months ended March 31, 2004
as compared to $1,175,000 and $2,369,000 for the comparable 2003 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 $38,000 to $375,000 for the
three months and $91,000 to $764,000 for the six months ended March 31, 2004,
from $413,000 and $855,000 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 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, 2004, was $15,000 and $30,000 respectively,
compared to $0 and $0 for the comparable 2003 periods. Management regularly
performs an analysis to identify the inherent risks of loss in the Bank's 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 $80,000 to $594,000 for
the three months and $113,000 to $1,130,000 for the six months ended March 31,
2004, from $514,000 and $1,017,000 for the comparable 2003 periods.
ESOP contribution expense increased $25,000 to $71,000 for the three months and
$35,000 to $117,000 for the six months ended March 31, 2004, from $46,000 and
$82,000, respectively, for the comparable 2003 periods, due to a higher market
value of the stock and an aggressive payoff of the ESOP loan. Salaries and
benefits increased $44,000 for the three months and $76,000 for the six months
ended March 31, 2004, due to contributions to the pension plan and expenses
related to normal salary increases and increased expenses associated with
benefit plans. Other expense increased $12,000 to $84,000 for the three months
and $14,000 to $166,000 for the six months ended March 31, 2004, from $72,000
and $152,000 for the comparable 2003 periods. These increases can be attributed
to miscellaneous costs associated with normal operations.
9
EUREKA FINANCIAL CORP.
AVERAGE BALANCE SHEETS
MARCH 31, 2004 AND 2003
For the Three Months Ended March 31, For the Six Months Ended March 31,
------------------------------------------------- ----------------------------------------------
At March 31, 2004 2004 2003 2004 2003
------------------ ------------------------ ------------------------ ----------------------- ----------------------
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,
net $56,687 6.24% $56,646 $902 6.37% $52,774 $912 6.91% $55,731 $1,782 6.40% $52,400 $1,852 7.07%
Investments
securities 24,076 4.51% 23,254 264 4.54% 24,565 263 4.28% 25,024 543 4.34% 24,593 517 4.20%
------- --------------- --------------- --------------- --------------
Total
interest-
earning
assets 80,763 5.72% 79,900 1,166 5.84% 77,339 1,175 6.08% 80,755 2,325 5.76% 76,993 2,369 6.15%
------- ------- ------- ------
Non-interest
earning
assets 2,773 2,482 2,163 2,392 2,116
------- ------- ------- ------- -------
Total
Assets $83,536 $82,382 $79,502 $83,147 $79,109
======= ======= ======= ======= =======
Interest-
bearing
liabilities:
Interest-
bearing
deposits:
NOW accounts $6,165 1.25% $4,271 13 1.22% $4,554 17 1.49% $4,143 25 1.21% $4,546 34 1.50%
Passbook and
club accts 19,210 1.77% 20,278 88 1.74% 18,733 91 1.94% 20,033 175 1.75% 18,194 185 2.03%
IRA accounts 2,827 3.64% 2,783 27 3.88% 2,392 28 4.68% 2,760 56 4.06% 2,383 57 4.78%
Certificates
of deposit 31,589 2.88% 31,431 234 2.98% 29,343 261 3.56% 32,673 479 2.93% 29,808 547 3.67%
Other liabilities 1,000 5.56% 1,016 14 5.51% 1,137 16 5.63% 1,025 29 5.66% 1,147 32 5.58%
------- --------------- --------------- --------------- --------------
Total
interest-
bearing
liabilities 60,791 2.44% 59,779 376 2.52% 56,159 413 2.94% 60,634 764 2.52% 56,078 855 3.05%
------ ------ ------ ------
Non-interest-
bearing
liabilities 2,993 3,232 3,985 3,251 3,725
------- ------- ------- ------- -------
Total
Liabilities 63,784 63,011 60,144 63,885 59,803
Stockholders'
equity 19,752 19,371 19,358 19,262 19,306
------- ------- ------- ------- -------
Total
Liabilities
and
Stockholder's
equity $83,536 $82,382 $79,502 $83,147 $79,109
======= ======= ======= ======= =======
Net interest
income $ 790 $ 762 $1,561 $1,514
====== ====== ====== ======
Interest rate
spread 3.32% 3.14% 3.24% 3.10%
====== ====== ====== ======
Net yield on
interest-
earning assets 3.95% 3.94% 3.87% 3.93%
====== ====== ====== ======
Ratio of average
interest-
earning assets
to average
interest-bearing
liabilities 133.66% 137.71% 133.18% 137.30%
====== ====== ====== ======
10
THE COMPANY EXCEEDED ALL OF ITS CAPITAL REQUIREMENTS AT MARCH 31, 2004.
THE COMPANY HAD THE FOLLOWING CAPITAL RATIOS AT MARCH 31, 2004:
For Capital Categorized as
Actual Adequacy Purposes "WellCapitalized"
------ ----------------- -----------------
Amount Ratio Amount Ratio Amount Ratio
-------------------------------------------------------
As of March 31, 2004:
Total Capital
(To risk weighted
assets) $19,601 35.40% $ 4,429 8.00% $ 5,536 10.00%
Tier I Capital
(To risk weighted
assets) $18,004 32.52% $ 2,215 4.00% $ 3,322 6.00%
Tier I Capital
(To total assets) $18,004 22.29% $ 2,423 3.00% $ 4,039 5.00%
Tangible Capital
(To total assets) $18,004 22.29% $ 1,212 1.50% $ 4,039 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 March 31, 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
The Company's Annual Meeting of Stockholders was held on January 26,
2004 in Pittsburgh, Pennsylvania. At the meeting stockholders elected
the following persons to three-year terms to the Board of Directors:
Robert J. Malone by a vote of 1,138,733 for and 7,750 withheld, and
William F. Ryan by a vote of 1,142,783 for and 3,700 withheld. Dennis
P. McManus, Edward F. Seserko, Mark B. Devlin and Paul M. Matvey also
continue to serve as directors after the meeting. Additionally,
stockholders ratified the appointment of Edwards, Sauer & Owens as the
Company's independent auditor for the fiscal year ending September 30,
2004 by a vote of 1,146,483 for, 0 against and 0 abstaining.
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 January 23, 2004 announcing earnings for the quarter ended
December 31, 2003.
----------------------------------------------------------------------
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: May 17, 2004 By: /s/Edward F. Seserko
-------------------------------------
Edward F. Seserko
President and Chief Executive Officer
Date: May 17, 2004 By: /s/Gary B. Pepper
-------------------------------------
Gary B. Pepper
Executive Vice President and Chief
Financial Officer