TECHE HOLDING CO
10-Q/A, 1997-08-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                ----------------
                                    FORM 10-Q
(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, 1997
                               ------------------------------------------------

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                         to
                               -----------------------    ----------------------

                         Commission file number   0-25538
                                                -----------

                              TECHE HOLDING COMPANY
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Louisiana                                   72-128746
- --------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. employer identification no.)
incorporation or organization)             

211 Willow Street, Franklin, Louisiana                                70538
- --------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code    (318) 828-3212
                                                   -----------------------------

                                       N/A
- --------------------------------------------------------------------------------
Former name,  former address and former fiscal year, if changed since last 
report.

         Indicate by check [X] whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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
                                              -----   -----


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date July 31, 1997   .
                                                          -----------------

          Class                                              Outstanding
- ---------------------------                                ----------------
$.01 par value common stock                                3,437,530 shares


<PAGE>



                              TECHE HOLDING COMPANY
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 1997

                                      INDEX

                                                                          Page
                                                                         Number

PART I - CONSOLIDATED FINANCIAL INFORMATION OF TECHE
         HOLDING COMPANY

Item 1.           Financial Statements                                        1
Item 2.           Management's Discussion and Analysis of Financial           6
                  Condition and Results of Operations

PART II - OTHER INFORMATION

Item 1.           Legal Proceedings                                          10
Item 2.           Changes in Securities                                      10
Item 3.           Defaults upon Senior Securities                            10
Item 4.           Submission of Matters to a Vote of Security Holders        10
Item 5.           Other Materially Important Events                          10
Item 6.           Exhibits and Reports on Form 8-K                           10

SIGNATURES


<PAGE>



                              TECHE HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                        At                   At
                                                                                     June 30,           September 30,
                                                                                       1997                 1996
                                                                                  ----------------     --------------
                                                                                    (unaudited)
<S>                                                                                     <C>                <C>     
ASSETS
Cash and cash equivalents....................................................           $  9,874           $  7,072
Certificates of deposit......................................................                631                914
Securities available-for-sale, at estimated
  market value (amortized cost of $40,753 and $43,960).......................             41,133             44,496
Loans receivable, net of allowance for loan losses
  of $3,315 and $3,182)......................................................            341,786            316,216
Accrued interest receivable..................................................              2,176              1,868
Investment in Federal Home Loan Bank stock, at cost..........................              3,868              3,703
Real estate owned, net.......................................................                 51                 46
Prepaid expenses and other assets............................................                645                783
Premises and equipment, at cost less accumulated depreciation................              6,089              4,492
                                                                                         -------            -------
      TOTAL ASSETS...........................................................           $406,253           $379,590
                                                                                         =======            =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits.....................................................................            278,546           $254,723
Advances from Federal Home Loan Bank.........................................             70,474             66,900
Advance payments by borrowers for taxes and insurance........................              1,616              1,923
Accrued interest payable.....................................................                255                283
Accounts payable and other liabilities.......................................              1,978              1,655
SAIF special assessment......................................................                 --              1,824
                                                                                         -------            -------
      Total liabilities......................................................            352,869            327,308

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock, 5,000,000 shares authorized;
    none issued..............................................................                 --                 --
  Common stock, $.01 par value, 10,000,000 shares                                                       
    authorized; 4,232,000 shares issued......................................                 42                 42
  Additional paid in capital.................................................             41,573             41,436
  Retained earnings..........................................................             25,999             24,250
  Unearned ESOP shares.......................................................             (2,502)            (2,751)
  Unearned Compensation (MSP)................................................             (1,432)            (1,900)
  Treasury stock - 794,000 and 691,000 shares, at cost.......................            (10,547)            (9,149)
  Unrealized gain on securities available-for-sale, net of                                              
    deferred income taxes....................................................                251                354
                                                                                         -------            -------
      Total stockholders' equity.............................................             53,384             52,282
                                                                                         -------            -------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                        
          CAPITAL............................................................           $406,253           $379,590
                                                                                         =======            =======
</TABLE>
                                                                              
- ---------------------
*    The consolidated  balance sheet at September 30, 1996 has been taken from
     the audited balance sheet at that date.

See notes to unaudited consolidated financial statements.  1

<PAGE>



                              TECHE HOLDING COMPANY
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                     For Three Months                           For Nine Months
                                                                       Ended June 30,                           Ended June 30,
                                                          --------------------------------------   ---------------------------
                                                                 1997                1996                1997              1996
                                                          ------------------   -----------------   -----------------   ------------
<S>                                                           <C>                  <C>                <C>               <C>     
INTEREST INCOME
  Interest and fees on loans...........................       $ 6,682              $5,764             $19,654           $ 16,587
  Interest and dividends on investments................           265                 413                 815              1,304
  Interest on mortgage-backed securities...............           494                 559               1,546              1,476
  Other interest income................................            45                  44                 111                103
                                                                -----               -----              ------            -------
                                                                7,486               6,780              22,126             19,470
                                                                -----               -----              ------            -------
INTEREST EXPENSE:                                                                                                  
  Deposits.............................................         3,334               2,876               9,644              8,694
  Advances from Federal Home Loan Bank.................           865                 706               2,703              1,411
                                                                -----               -----              ------            -------
                                                                4,199               3,582              12,347             10,105
                                                                -----               -----              ------            -------
NET INTEREST INCOME....................................         3,287               3,198               9,779              9,365
PROVISION FOR LOAN LOSSES..............................            60                  75                 180                225
                                                                -----               -----              ------            -------
NET INTEREST INCOME AFTER PROVISION                                                                                
  FOR LOAN LOSSES......................................         3,227               3,123               9,599              9,140
                                                                -----               -----              ------            -------
                                                                                                                   
NON-INTEREST INCOME:                                                                                               
  Service charges and other............................           586                 398               1,646              1,058
  Gain on sale of real estate owned....................            12                   4                  21                 10
  Other income.........................................            51                 215                 148                308
                                                                -----               -----              ------            -------
TOTAL NON-INTEREST INCOME..............................           649                 617               1,815              1,376
                                                                -----               -----              ------            -------
GAIN ON SALE OF SECURITIES.............................             3                  15                 270                 87
                                                                -----               -----              ------            -------
                                                                                                                   
NON-INTEREST EXPENSE:                                                                                              
  Compensation and employee benefits...................         1,321               1,088               3,712              3,167
  Occupancy expense....................................           466                 359               1,321              1,063
  Marketing and professional...........................           171                 152                 573                434
  Other operating expenses.............................           537                 641               1,630              1,704
                                                                -----               -----              ------            -------
      Total non-interest expense.......................         2,495               2,240               7,236              6,368
                                                                -----               -----              ------            -------
INCOME BEFORE INCOME TAXES.............................         1,384               1,515               4,448              4,235
                                                                                    -----              ------            -------
INCOME TAXES...........................................           473                 525               1,511              1,455
                                                                -----               -----              ------            -------
NET INCOME.............................................       $   911              $  990             $ 2,937           $  2,780
                                                                =====               =====              ======            =======
                                                                                                                   
PRIMARY EARNINGS PER COMMON SHARE......................       $   .29              $  .27             $   .92           $    .72
                                                                =====               =====              ======            =======
FULLY DILUTED EARNINGS PER                                                                                         
  COMMON SHARE.........................................       $   .28                 N/A             $   .89                N/A
                                                                =====                                  ======      
                                                                                                                   
DIVIDENDS DECLARED PER COMMON SHARE....................       $  .125              $ .125             $  .375           $   .375
                                                                =====               =====              ======            =======
                                                                                                                 

</TABLE>





See notes to unaudited consolidated financial statements.    2

<PAGE>





                              TECHE HOLDING COMPANY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                            For the Nine Months
                                                                                               Ended June 30,
                                                                                         -------------------------
                                                                                           1997             1996
                                                                                         -------          --------
<S>                                                                                      <C>              <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income  .....................................................................      $ 2,934          $ 2,780
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Accretion of discount and amortization of premium on investments
        and mortgage-backed securities.............................................         (158)            (521)
      Provision for loan losses....................................................          180              225
      (Gain) on sale of securities.................................................         (270)             (87)
      Depreciation.................................................................          339              261
      Accretion of deferred loan fees and other....................................          (77)            (158)
      Accretion of discounts on loans..............................................         (114)            (130)
      Payment of SAIF Special Assessment...........................................       (1,824)              --
      Other items - net............................................................        1,295              575
                                                                                          ------           ------
          Net cash provided by operating activities................................        2,305            2,945
                                                                                          ------           ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of investment securities available for sale.............................          (22)            (648)
  Purchase of mortgage-backed securities available for sale........................       (5,049)         (12,075)
  Proceeds from maturities of investment securities
    available-for-sale.............................................................        2,050            3,000
  Principal repayments on mortgage-backed securities available
    for sale.......................................................................        5,799            5,004
  Principal repayments on mortgage-backed securities held
    to maturity....................................................................           --            1,966
  Principal payments on securities held to maturity................................           --               --
  Loans originated, net of repayments..............................................      (25,559)         (40,923)
  Investment in FHLB stock.........................................................         (165)            (747)
  Proceeds from sale of real estate owned..........................................           15              340
  Purchase of premises and equipment...............................................       (1,936)            (580)
  Sales of investment securities available for sale................................          857              935
                                                                                          ------           ------
      Net cash used in investing activities........................................      (24,010)         (43,728)
                                                                                          ------           ------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits.........................................................       23,823            8,655
  Net increase in FHLB advances....................................................        3,574           43,336
  Net decrease in advance payments by borrowers for
    taxes and insurance............................................................         (307)            (163)
  Dividends paid...................................................................       (1,185)          (1,906)
  Repurchase of common stock for MSP...............................................           --           (2,320)
  Purchase of common stock for treasury............................................       (1,398)          (4,853)
                                                                                          ------           ------
      Net cash provided by financing activities....................................       24,507           42,749
                                                                                          ------           ------

NET INCREASE IN CASH...............................................................        2,802            1,966
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.....................................        7,072            6,400
                                                                                          ------           ------
CASH AND CASH EQUIVALENTS, END OF YEAR.............................................      $ 9,874          $ 8,366
                                                                                          ======           ======
</TABLE>



See notes to unaudited consolidated financial statements.     3

<PAGE>



                              TECHE HOLDING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - PRINCIPLES OF CONSOLIDATION

         The consolidated  financial statements as of and for the three and nine
         month periods ended June 30, 1997 include the accounts of Teche Holding
         Company (the  "Corporation") and its subsidiary,  Teche Federal Savings
         Bank (the "Bank"). The Corporation's  business is conducted principally
         through  the  Bank.   All   significant   intercompany   accounts   and
         transactions have been eliminated in consolidation.

NOTE 2 - BASIS OF PRESENTATION

         The  accompanying  consolidated  financial  statements were prepared in
         accordance  with  instructions  for Form  10-Q and,  therefore,  do not
         include  all  information  necessary  for a  complete  presentation  of
         consolidated financial condition, results of operations, and cash flows
         in conformity with generally accepted accounting  principles.  However,
         all adjustments, consisting of normal recurring accruals, which, in the
         opinion of  management,  are necessary for a fair  presentation  of the
         consolidated  financial  statements have been included.  The results of
         operations  for the  periods  ended  June  30,  1997  and  1996 are not
         necessarily  indicative  of the results  which may be expected  for the
         entire fiscal year or any other period.

NOTE 3 - EARNINGS PER SHARE

         Primary  earnings per share for the three and nine month  periods ended
         June 30, 1997 and 1996 are  calculated by dividing the net earnings for
         the  periods  by  the  average  shares  outstanding  of  3,183,000  and
         3,720,000 shares for the three months ended June 30, 1997 and 1996, and
         3,193,000 and 3,844,000  shares for the nine months ended June 30, 1997
         and 1996, respectively.

         Fully  diluted  earnings per share  reflect the maximum  dilution  that
         would have  resulted  from the  exercise  of all stock  options.  Fully
         diluted  earnings per share for the three and nine month  periods ended
         June 30, 1997 are  calculated  by  dividing  the net  earnings  for the
         period by the total of  average  shares  outstanding  and the  dilutive
         securities  of 3,300,000  and  3,310,000  shares for the three and nine
         months  periods ended June 30, 1997.  Fully diluted  earnings per share
         were not reported in 1996 since the effect was not material.

NOTE 4 - SECURITIES RECLASSIFICATION

         On November 15, 1995, the Financial Accounting Standards Board ("FASB")
         issued implementation guidance with respect to SFAS No. 115 "Accounting
         for Certain  Investments in Debt and Equity  Securities." This guidance
         allowed  a  company  to  reassess  its  designation  of  securities  as
         held-to-maturity   and,  if  deemed   appropriate,   make  a  one  time
         reclassification  of  held-to-maturity  securities between November 15,
         1995 and December 31, 1995.  During this period,  the Bank reclassified
         mortgage-backed  and  investment  securities  with an amortized cost of
         $42.0 million and a net unrealized gain of $1,018,000  ($672,000 net of
         income   taxes)  from   securities   held-to-maturity   to   securities
         available-for-sale.


                                        4

<PAGE>



NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS

         Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
         Extinguishments  of  Liabilities.   The  FASB  issued  SFAS  No.  125,
         "Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
         Extinguishments  of  Liabilities"  (SFAS  No.  125) and SFAS No.  127,
         "Deferral  of  the  Effective  Date  of  Certain  Provisions  of  FASB
         Statement  No.  125"  (SFAS  No.  127)  in  June  and  December  1996,
         respectively. SFAS No. 125 provides accounting and reporting standards
         for transfers and servicing of financial assets and extinguishments of
         liabilities.  It requires  entities to recognize  servicing assets and
         liabilities for all contracts to service financial assets,  unless the
         assets are  securitized  and all servicing is retained.  The servicing
         assets will be measured  initially at fair value and will be amortized
         over the estimated useful lives of the servicing  assets. In addition,
         the  impairment  of  servicing  assets  will be  recognized  through a
         valuation  allowance.  SFAS No. 125 also  addresses the accounting and
         reporting standards for securities lending,  dollar-rolls,  repurchase
         agreements  and similar  transactions.  The Company has  prospectively
         adopted SFAS No. 125 on January 1, 1997.  However,  in accordance with
         SFAS No. 127,  the Company  will defer  adoption of the standard as it
         relates to securities lending, dollar-rolls, repurchase agreements and
         similar  transactions  until  January 1, 1998.  The  Company  does not
         expect the  adoption of SFAS No. 125 to have a material  impact on its
         consolidated financial statements.

         Earnings  per Share.  On March 3, 1997,  the FASB issued SFAS No. 128,
         "Earnings  per Share" (SFAS No. 128) which is effective  for financial
         statements issued for periods ending after December 15, 1997. SFAS No.
         128 replaces APB Opinion 15,  "Earnings per Share," and simplifies the
         computation of earnings per share (EPS) by replacing the  presentation
         of primary  EPS with a  presentation  of basic EPS. In  addition,  the
         Statement  requires  dual  presentation  of basic and  diluted  EPS by
         entities  with  complex  capital  structures.  Basic EPS  includes  no
         dilution  and is  computed  by  dividing  income  available  to common
         stockholders   by  the   weighted-average   number  of  common  shares
         outstanding  for  the  period.  Diluted  EPS  reflects  the  potential
         dilution of securities  that could share in the earnings of an entity,
         similar  to  fully  diluted  EPS.  The  computation  of  EPS  will  be
         compatible  with   international   standards,   as  the  International
         Accounting Standards Committee recently issued a comparable standard.

         Comprehensive  Income.  In June 1997,  the FASB  issued  SFAS No.  130,
         "Reporting  Comprehensive Income," effective for fiscal years beginning
         after December 15, 1997.  This  statement  requires that all items that
         are required to be recognized under accounting  standards as components
         of  comprehensive  income be reported in a financial  statement that is
         displayed with the same prominence as other financial statements.  This
         statement  does not  require  a  specific  format  for  that  financial
         statement  but requires that an entity  display an amount  representing
         total comprehensive  income for the period in that financial statement.
         This  statement  requires  that  an  entity  classify  items  of  other
         comprehensive  income by their  nature in a  financial  statement.  For
         example, other comprehensive income may include foreign currency items,
         minimum pension liability adjustments,  and unrealized gains and losses
         on certain investments in debt and equity securities.  In addition, the
         accumulated  balance of other  comprehensive  income must be  displayed
         separately from retained earnings and additional paid-in capital in the
         equity section of a statement of financial  position.  Reclassification
         of financial  statements for earlier periods,  provided for comparative
         purposes,  is required.  The Company has not determined the impact that
         the  adoption  of  this  new  accounting  standard  will  have  on  its
         consolidated   financial  statements.   The  Company  will  adopt  this
         accounting standard on October 1, 1998, as required.


                                        5

<PAGE>



                              TECHE HOLDING COMPANY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------

GENERAL

The  Corporation's  total assets at June 30, 1997 and September 30, 1996 totaled
$406.3 million and $379.6 million,  respectively, an increase of 7.0%, primarily
due to increases in loans and deposits.

Securities  available-for-sale  totaled  $41.1  million at June 30, 1997,  which
represents a decrease of $3.4 million or 7.5% as compared to September  30, 1996
as the  Corporation  sold an  investment  in equity  securities  and the  funds,
including those from maturing mortgage-backed  securities and investments,  were
invested in loans.

Loans  receivable,  net of the allowance for loan losses increased $25.6 million
or 8.1% due to loan originations.

Total deposits,  after interest  credited,  at June 30, 1997 were $278.5 million
which represents an increase of 9.4% as compared to September 30, 1996.

Stockholders'  equity  increased  slightly  from  September 30, 1996 to June 30,
1997,  primarily as a result of net income offset somewhat by stock  repurchases
and the payment of dividends.


COMPARISON OF EARNINGS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1997
AND 1996

Net Income.  The Corporation had net income of $911,000 and $2.9 million for the
three and nine months  ended June 30, 1997 as compared to net income of $990,000
and $2.8  million  for the three and nine month  periods  ended  June 30,  1996,
respectively.  The increase  during nine month  period was due  primarily to the
sale of  equity  securities.  Earnings,  before  the gain on the sale of  equity
securities  ("core  earnings") for the nine months ended June 30, 1997 were $2.8
million.  This  increase in core  earnings was  primarily  due to increased  net
interest income offset somewhat by increased non-interest expenses.

Total Interest Income.  Total interest income increased by $706,000 or 10.4% and
$2.7  million  or 13.6% for the  three  and nine  months  ended  June 30,  1997,
respectively, as compared to the same periods ending June 30, 1996 due primarily
to an increase in the average  balances of the loans. The average yield on loans
decreased  to 7.87% for the nine months  ended June 30, 1997 from 8.06% in 1996.
This decrease was offset  somewhat by an increase in interest  and/or  dividends
earned on mortgage-backed and investment securities available for sale.

Total Interest Expense. Total interest expense increased 17.2% and 22.2% for the
three and nine month  periods due to an increase in market rates of interest and
average balances of deposits and borrowings.

Net Interest Income. Net interest income remained relatively stable,  increasing
2.8% and 4.4% for the  three  and nine  month  periods  ended  June 30,  1997 as
compared to the same periods ended June 30, 1996.

Provision for Loan Losses.  The provision for loan losses decreased  $15,000 and
$45,000 for the three month and nine month periods.


                                        6

<PAGE>



Management  periodically  estimates  the  likely  level of losses  to  determine
whether the allowance for loan losses is adequate to absorb  possible  losses in
the  existing  portfolio.  Based on these  estimates,  an amount is  charged  or
credited  to the  provision  for loan  losses  and  credited  or  charged to the
allowance for loan losses in order to adjust the allowance to a level determined
to be adequate to absorb anticipated future losses.

Management's  judgment as to the level of losses on existing  loans involves the
consideration of current and anticipated economic conditions and their potential
effects on specific borrowers, an evaluation of the existing relationships among
loans,  known and inherent  risks in the loan portfolio and the present level of
the  allowance,  results of  examination  of the loan  portfolio  by  regulatory
agencies and management's internal review of the loan portfolio.  In determining
the collectibility of certain loans, management also considers the fair value of
any underlying collateral.

Non-interest  Income.  Total  non-interest  income increased during both periods
primarily  due to an increase in service fee income  associated  with  increased
demand account volume.

Non-interest  Expense.  Total  non-interest  expense  increased both periods due
primarily to increases in total  compensation  resulting from the ESOP and other
factors, including continued growth, and marketing fees for new products offered
by the Bank, and stationary,  supplies,  postage and other  operating  expenses.
Such increases were offset somewhat by decreased deposit insurance costs.

Gain on Sale of  Securities.  The Company  experienced a gain of $270,000 on the
sale of securities during the three and nine months ended June 30, 1997 compared
to a gain of $87,000  during the same period ended June 30, 1996.  The increases
during  fiscal  1997  were  due to the sale by the  Company  of  certain  equity
securities holdings which was not present in 1996.

Income Tax Expense.  Income taxes increased during the periods  primarily due to
an increase in income before income taxes.



                                        7

<PAGE>



                         LIQUIDITY AND CAPITAL RESOURCES

Under  current  Office  of  Thrift  Supervision  ("OTS")  regulations,  the Bank
maintains  certain  levels  of  capital.  On June  30,  1997,  the  Bank  was in
compliance with its three regulatory capital requirements as follows:

<TABLE>
<CAPTION>

                                                              Amount             Percent
                                                              ------             -------
                                                          (In thousands)

<S>                                                           <C>                 <C>   
Tangible capital......................................        $46,906             11.60%
Tangible capital requirement..........................          6,073              1.50
                                                               ------             ----- 
Excess over requirement...............................        $40,833             10.10%
                                                               ======             =====
                                                            
Core capital..........................................        $46,906             11.60%
Core capital requirement..............................         12,147              3.00
                                                               ------             -----
Excess over requirement...............................        $34,759              8.60%
                                                               ======             =====
                                                            
Risk based capital....................................        $49,560             21.93%
Risk based capital requirement........................         18,076              8.00
                                                               ------             -----
Excess over requirement...............................        $31,484             13.93%
                                                               ======             =====
                                                           
</TABLE>


         Management  believes  that  under  current  regulations,  the Bank will
continue to meet its minimum capital  requirements  in the  foreseeable  future.
Events  beyond the control of the Bank,  such as increased  interest  rates or a
downturn  in the  economy in areas in which the Bank  operates  could  adversely
affect  future  earnings  and as a result,  the  ability of the Bank to meet its
future minimum capital requirements.

         The Bank's  liquidity  is a measure of its ability to fund  loans,  pay
withdrawals of deposits, and other cash outflows in an efficient, cost effective
manner.   The  Bank's  primary  source  of  funds  are  deposits  and  scheduled
amortization and prepayment of loan and  mortgage-backed  principal.  During the
past several years, the Bank has used such funds primarily to fund maturing time
deposits,  pay savings  withdrawals,  fund  lending  commitments,  purchase  new
investments, and increase liquidity. Historically, the Bank was able to fund its
operations internally but has recently borrowed funds from the Federal Home Loan
Bank of Dallas.  As of June 30, 1997, such borrowed funds totaled $70.5 million.
Loan payments, maturing investments and mortgage-backed security prepayments are
greatly   influenced  by  general  interest  rates,   economic   conditions  and
competition.

         In  June  1997,  the  Corporation   purchased  property  in  Lafayette,
Louisiana for the purpose of establishing a branch office. Furthermore, the Bank
is in the process of  renovating  its branch  office in Bayon Vista and plans to
establish  an  additional  branch  office in Franklin,  Louisiana.  Although the
impact of such capital  expenditures  cannot be determined  at this time,  these
expenditures are expected to increase the Bank's presence in its communities.

         The Bank is required  under  federal  regulations  to maintain  certain
specified  levels of "liquid  investments,"  which include certain United States
government  obligations  and other  approved  investments.  Current  regulations
require  the Bank to  maintain  liquid  assets  of not  less  than 5% of its net
withdrawable accounts plus short term borrowings.  Short term liquid assets must
consist of not less than 1% of such  accounts  and  borrowings,  which amount is
also included within the 5%  requirement.  Those levels may be changed from time
to time by the regulators to reflect current economic conditions. The Bank has

                                        8

<PAGE>



maintained  liquidity in excess of regulatory  requirements.  Furthermore,  from
time to time,  the Bank  utilizes  FHLB  advances  to the  extent  necessary  to
maintain its liquidity.

Impact of Inflation

         The  consolidated  financial  statements of the  Corporation  and notes
thereto, presented elsewhere herein, have been prepared in accordance with GAAP,
which require the  measurement  of financial  position and operating  results in
terms of  historical  dollars  without  considering  the change in the  relative
purchasing power of money over time due to inflation. The impact of inflation is
reflected in the increased  cost of the  Corporation's  operations.  Unlike most
industrial  companies,  nearly all the assets and liabilities of the Corporation
are  financial.  As a  result,  interest  rates  have a  greater  impact  on the
Corporation's  performance  than do the effects of general  levels of inflation.
Interest  rates do not  necessarily  move in the same  direction  or to the same
extent as the prices of goods and services.

Additional Key Operating Ratios

<TABLE>
<CAPTION>

                                                      At or For the Three Months             At or For Nine Months
                                                                Ended                                Ended
                                                               June 30,                             June 30,
                                                            --------------                       --------------
                                                       1997(1)            1996(1)           1997(1)          1996(1)
                                                       -------            -------           -------          -------
                                                                                                  (Unaudited)
<S>                                                     <C>                <C>               <C>              <C>  
Primary Earnings per Common Share:
  Before Gain on Sale of Securities...........          $0.29              $0.26             $0.86            $0.71
  After Gain on Sale of Securities............          $0.29              $0.27             $0.92            $0.72
Fully Diluted Earnings per Common
Share:
  Before Gain on Sale of Securities...........          $0.28                N/A             $0.83              N/A
  After Gain on Sale of Securities............          $0.28                N/A             $0.89              N/A
Annualized Return on Avg. Assets:                                                      
  Before Gain on Sale of Securities...........           0.93%              1.10%             0.95%            1.06%
  After Gain on Sale of Securities............           0.93%              1.11%             1.01%            1.08%
Annualized Return on Avg. Equity:
  Before Gain on Sale of Securities...........           6.88%              6.74%             7.04%            6.04%
  After Gain on Sale of Securities............           6.89%              6.81%             7.49%            6.17%
Net Interest Margin...........................           3.43%              3.42%             3.43%            3.42%
Other Expenses/Average Assets.................           2.55%              2.51%             2.48%            2.48%
Other Income/Average Assets...................           0.66%              0.69%             0.62%            0.54%

</TABLE>
- --------------------
(1)      Annualized where appropriate.

Selected Financial Data

                                            June 30, 1997     September 30, 1996
                                          -----------------  -------------------

Ratio of Equity to Assets..............          13.1%               13.8%
Book Value per Common Share............         $15.53              $14.76
Non-performing Assets/Total
Assets.................................           0.27%               0.16%




                                        9

<PAGE>



                     TECHE HOLDING COMPANY AND SUBSIDIARIES

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

         Neither the  Company nor the Bank was engaged in any legal  proceeding
         of a material  nature at June 30, 1997. From time to time, the Company
         is a party to routine  legal  proceedings  in the  ordinary  course of
         business, such as claims to enforce liens, condemnation proceedings on
         properties  in which the  Company  holds  security  interests,  claims
         involving the making and servicing of real property  loans,  and other
         issues incident to the business of the Company. There were no lawsuits
         pending or known to be  contemplated  against  the Company at June 30,
         1997 that would have a material  effect on the operations or income of
         the Company or the Bank, taken as a whole.

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 MATERIALLY IMPORTANT EVENTS

                  Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)     Exhibits

                 Exhibit 27 - Financial Data Schedule (in electronic filing 
                              only)

         (b)     Reports on Form 8-K

   
                 None.
    



                                       10

<PAGE>


                     TECHE HOLDING COMPANY AND SUBSIDIARIES

                                   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.


                           TECHE HOLDING COMPANY



Date: August 14, 1997           By:  /s/Patrick O. Little
                                     -------------------------------------
                                     Patrick O. Little
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)



Date: August 14, 1997           By:  /s/J. L. Chauvin
                                    -----------------
                                    J. L. Chauvin
                                    Vice President and Chief Financial Officer
                                    (Principal Officer)

<TABLE> <S> <C>


<ARTICLE>                                            9
<MULTIPLIER>                                     1,000
       
<S>                                            <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              SEP-30-1997
<PERIOD-END>                                   JUN-30-1997
<CASH>                                           9,874
<INT-BEARING-DEPOSITS>                             631
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    341,786
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        341,786
<ALLOWANCE>                                      3,315
<TOTAL-ASSETS>                                 406,253
<DEPOSITS>                                     278,546
<SHORT-TERM>                                    52,000
<LIABILITIES-OTHER>                              3,849
<LONG-TERM>                                     18,474
                                0
                                          0
<COMMON>                                            42
<OTHER-SE>                                      53,342
<TOTAL-LIABILITIES-AND-EQUITY>                 406,253
<INTEREST-LOAN>                                 19,654
<INTEREST-INVEST>                                2,361
<INTEREST-OTHER>                                   111
<INTEREST-TOTAL>                                22,126
<INTEREST-DEPOSIT>                               9,644
<INTEREST-EXPENSE>                              12,347
<INTEREST-INCOME-NET>                            9,779
<LOAN-LOSSES>                                      180
<SECURITIES-GAINS>                                 270
<EXPENSE-OTHER>                                  7,236
<INCOME-PRETAX>                                  4,448
<INCOME-PRE-EXTRAORDINARY>                       4,448
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,937
<EPS-PRIMARY>                                     0.92
<EPS-DILUTED>                                     0.89
<YIELD-ACTUAL>                                    2.67
<LOANS-NON>                                      1,087
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 3,182
<CHARGE-OFFS>                                       57
<RECOVERIES>                                        10
<ALLOWANCE-CLOSE>                                3,315
<ALLOWANCE-DOMESTIC>                             3,315
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        


</TABLE>


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