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