TECHE HOLDING CO
10-Q, 1997-05-15
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         March 31, 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 May 12, 1997.
                                                           ------------

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

<PAGE>



                              TECHE HOLDING COMPANY
                                    FORM 10-Q
                     FOR THE QUARTER ENDED DECEMBER 31, 1996

                                      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
                                                                                       March 31,           September 30,
                                                                                         1997                  1996
                                                                                      -----------          -------------
                                                                                      (unaudited)
<S>                                                                                   <C>                  <C>     
ASSETS
Cash and cash equivalents....................................................            $ 9,417              $  7,072
Certificates of deposit......................................................                922                   914
Securities available-for-sale, at estimated
  market value (amortized cost of $38,990 and $43,960).......................             39,093                44,496
Loans receivable, net of allowance for loan losses
  of $3,276 and $3,182)......................................................            333,118               316,216
Accrued interest receivable..................................................              1,972                 1,868
Investment in Federal Home Loan Bank stock, at cost..........................              3,811                 3,703
Real estate owned, net.......................................................                 52                    46
Prepaid expenses and other assets............................................                481                   783
Premises and equipment, at cost less accumulated depreciation................              4,690                 4,492
                                                                                          ------               -------
      TOTAL ASSETS...........................................................          $ 393,556              $379,590
                                                                                        ========               =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits.....................................................................          $ 272,592              $254,723
Advances from Federal Home Loan Bank.........................................             65,091                66,900
Advance payments by borrowers for taxes and insurance........................              1,549                 1,923
Accrued interest payable.....................................................                296                   283
Accounts payable and other liabilities.......................................              1,663                 1,655
SAIF special assessment......................................................                 --                 1,824
                                                                                         -------             ---------
      Total liabilities......................................................            341,191               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.................................................             41,509                41,436
  Retained earnings..........................................................             25,486                24,250
  Unearned ESOP shares.......................................................            (2,585)               (2,751)
  Unearned Compensation (MSP)................................................            (1,608)               (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....................................................                 68                   354
                                                                                         -------               -------
      Total stockholders' equity.............................................             52,365                52,282
                                                                                         -------               -------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
          CAPITAL............................................................           $393,556              $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 Six Months
                                                           Ended March 31,                            Ended March 31,
                                                --------------------------------------   -------------------------------------
                                                       1997                1996                1997                  1996
                                                ------------------   -----------------   -----------------   -----------------
<S>                                                    <C>                  <C>                <C>                   <C>     
INTEREST INCOME
  Interest and fees on loans...................        $ 6,527              $5,529             $12,971               $ 10,823
  Interest and dividends on investments........            273                 451                 549                    891
  Interest on mortgage-backed securities.......            499                 471               1,051                    917
  Other interest income........................             33                  29                  68                     59
                                                        ------              ------             -------                 ------
                                                         7,332               6,480              14,639                 12,690
                                                        ------              ------             -------                -------
INTEREST EXPENSE:
  Deposits.....................................          3,146               2,899               6,309                  5,818
  Advances from Federal Home Loan Bank.........            922                 389               1,837                    705
                                                        ------               -----             -------                 ------
                                                         4,068               3,288               8,146                  6,523
                                                        ------              ------              ------                 ------
NET INTEREST INCOME............................          3,264               3,192               6,493                  6,167
PROVISION FOR LOAN LOSSES......................             60                  75                 120                    150
                                                        ------              ------              ------                 ------
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES..............................          3,204               3,117               6,373                  6,017
                                                        ------              ------              ------                 ------

NON-INTEREST INCOME:
  Service charges and other....................            562                 314               1,059                    660
  Gain on sale of real estate owned............              8                   5                   9                      6
  Other income.................................             49                  52                  98                     93
                                                         -----              ------            --------                 ------
TOTAL NON-INTEREST INCOME......................            619                 371               1,166                    759
                                                         -----              ------             -------                 ------
GAIN ON SALE OF SECURITIES.....................            264                   3                 267                     72
                                                         -----             -------            --------                 ------

NON-INTEREST EXPENSE:
  Compensation and employee benefits...........          1,226               1,072               2,392                  2,079
  Occupancy expense............................            456                 354                 855                    704
  Marketing and professional...................            194                 145                 401                    282
  Other operating expenses.....................            485                 588               1,094                  1,063
                                                       -------              ------             -------                 ------
      Total non-interest expense...............          2,361               2,159               4,742                  4,128
                                                       -------              ------             -------                 ------
INCOME BEFORE INCOME TAXES.....................          1,726               1,332               3,064                  2,720
                                                       -------              ------             -------                 ------
INCOME TAXES...................................            583                 453               1,038                    931
                                                       -------              ------             -------                -------
NET INCOME.....................................       $  1,143             $   879            $  2,026                $ 1,789
                                                       =======              ======             =======                 ======
EARNINGS PER COMMON SHARE                             $    .36             $   .23            $    .63                $   .46
                                                      ========             =======             =======                =======
DIVIDENDS DECLARED PER COMMON SHARE                   $   .125             $  .125            $    .25                $   .25
                                                      ========             =======            ========                =======

</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 Six Months
                                                                                                Ended March 31,
                                                                                            ---------------------------
                                                                                             1997              1996
                                                                                             ----              ----
<S>                                                                                       <C>               <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income  .....................................................................         $ 2,026           $ 1,789
  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.............................................           (101)             (364)
      Provision for loan losses....................................................             120               150
      (Gain) on sale of securities.................................................           (267)              (72)
      Depreciation.................................................................             212               168
      Accretion of deferred loan fees and other....................................            (34)              (98)
      Accretion of discounts on loans..............................................            (86)             (103)
      Payment of SAIF Special Assessment...........................................         (1,824)                --
      Other items - net............................................................             868               241
                                                                                             ------            ------
          Net cash provided by operating activities................................             914             1,711
                                                                                              -----            ------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of investment securities available for sale.............................            (22)             (160)
  Purchase of mortgage-backed securities available for sale........................              --           (8,093)
  Purchase of mortgage-backed securities held to maturity..........................              --             (220)
  Principal repayments on mortgage-backed securities available
    for sale.......................................................................           4,503             3,747
  Principal payments on securities held to maturity................................              --             1,966
  Loans originated, net of repayments..............................................        (16,902)           (17,307)
  Investment in FHLB stock.........................................................           (108)              (84)
  Proceeds from sale of real estate owned..........................................              15               137
  Purchase of premises and equipment...............................................           (410)             (384)
  Sales of investment securities available for sale................................             857               542
                                                                                            -------            ------
      Net cash used in investing activities........................................        (12,067)          (19,856)
                                                                                          --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits.........................................................          17,869             7,615
  Net (decrease) increase in FHLB advances.........................................         (1,809)            17,900
  Net decrease in advance payments by borrowers for
    taxes and insurance............................................................           (374)             (242)
  Dividends paid...................................................................           (790)           (1,452)
  Repurchase of common stock for MSP...............................................              --           (2,325)
  Purchase of common stock for treasury............................................         (1,398)           (1,881)
                                                                                            -------         ---------
      Net cash provided by financing activities....................................          13,498            19,615
                                                                                           --------           -------

NET INCREASE IN CASH...............................................................           2,345             1,470
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.....................................           7,072             6,400
                                                                                             ------            ------
CASH AND CASH EQUIVALENTS, END OF YEAR.............................................         $ 9,417           $ 7,870
                                                                                             ======            ======
</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 six
         month  periods  ended  March 31,  1997  include  the  accounts of Teche
         Holding Company (the "Corporations") 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 period  ended  March 31,  1997 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

         Earnings per share for the three and six month  periods ended March 31,
         1997 and 1996 are  calculated  by  dividing  the net  earnings  for the
         periods by the average  shares  outstanding  of 3,171,000 and 3,884,000
         shares  for the  three  months  ended  March  31,  1997 and  1996,  and
         3,199,000 and 3,906,000 shares for the six months ended March 31, 1997
         and 1996, respectively.

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.

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

                                        4

<PAGE>



          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.


                                        5

<PAGE>



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

GENERAL

The Corporation's  total assets at March 31, 1997 and September 30, 1996 totaled
$393.6 million and $379.6 million,  respectively, an increase of 3.7%, primarily
due to increases in loans and deposits.

Securities  available-for-sale  totaled $39.1  million at March 31, 1997,  which
represents a decrease of $5.4 million or 12.1% 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,  were  invested in
loans.

Loans  receivable,  net of the allowance for loan losses increased $16.9 million
or 5.4% due to loan originations.

Total deposits,  after interest credited,  at March 31, 1997 were $272.6 million
which represents an increase of 7.0% as compared to September 30, 1996.

Stockholders'  equity  increased  slightly from  September 30, 1996 to March 31,
1997,  primarily  as a result of net income  offset  somewhat by the purchase of
common stock by the Corporation pursuant to its stock repurchase program and the
payment of dividends.


COMPARISON OF EARNINGS FOR THE THREE AND NINE MONTHS ENDED MARCH 31,
1997 AND 1996

Net Income.  The Corporation had net income of $1.1 million and $2.0 million for
the three and six months  ended  March 31, 1997 as compared to net income of $.9
million  and $1.8  million for the three and six month  periods  ended March 31,
1996,  respectively.  The increase  during both periods was due primarily to the
sale of  equity  securities.  Earnings,  before  the gain on the sale of  equity
securities  ("core earnings") for the three and nine months ended March 31, 1997
were $1.0 million and $1.9 million, respectively. 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 $.9 million or 13.1%
and $1.9  million or 15.4% for the three and six months  ended  March 31,  1997,
respectively, as compared to the same period ending March 31, 1996 due primarily
to an increase in the average  balances of the loans. The average yield on loans
decreased  to 7.87% for the six months  ended March 31, 1997 from 8.13% 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 23.7% and 24.9% for the
three and six 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
2.3% and 5.3% for the three  and six  month  periods  ended  March  31,  1997 as
compared to the same periods ended March 31, 1996.

                                        6

<PAGE>




Provision for Loan Losses.  The provision for loan losses decreased  $15,000 and
$30,000 for the three month and six month periods.

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  gains of  $264,000  and
$267,000 on the sale of  securities  during the three and six months ended March
31, 1997  compared to gains of $3,000 and $72,000  during the same periods ended
March 31, 1996. The increases during both periods in fiscal 1997 were due to the
sale by the Company of certain equity securities holdings.

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  March  31,  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..............................            $45,582            11.53%
Tangible capital requirement..................              5,929             1.50
                                                           ------            -----
Excess over requirement.......................            $39,653            10.03%
                                                           ======            =====

Core capital..................................            $45,582            11.53%
Core capital requirement......................             11,857             3.00
                                                           ------            -----
Excess over requirement.......................            $33,725             8.53%
                                                           ======            =====

Risk based capital............................            $48,034            22.90%
Risk based capital requirement................             16,781             8.00
                                                           ------            -----
Excess over requirement.......................            $31,253            14.90%
                                                           ======            =====
</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 March 31, 1997,  such borrowed funds totaled $65 million.
Loan payments, maturing investments and mortgage-backed security prepayments are
greatly   influenced  by  general  interest  rates,   economic   conditions  and
competition.

         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
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.


                                        8

<PAGE>



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 Six Months
                                                                  Ended                                Ended
                                                                March 31,                            March 31,
                                                      ------------------------------        -----------------------------
                                                       1997(1)            1996(1)           1997(1)          1996(1)
                                                       -------            -------           -------          -------
                                                                                                  (Unaudited)
<S>                                                      <C>                <C>               <C>              <C>  
Return on average assets......................              1.17%              1.05%             1.05%            1.08%
Return on average equity......................              8.80%              5.81%             7.80%            5.86%
Average interest rate spread..................              2.66%              3.09%             2.65%            2.97%
Nonperforming assets to total assets..........              0.27%              0.24%             0.27%            0.29%
Nonperforming loans to total loans............              0.31%              0.31%             0.20%            0.26%
Average net interest margin...................              3.42%              3.91%             3.42%            3.81%
Tangible book value per share.................            $15.23             $15.02            $15.23           $15.02

</TABLE>

- --------------------
(1)      Annualized where appropriate.





                                        9

<PAGE>



                     TECHE HOLDING COMPANY AND SUBSIDIARIES

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

                  Neither the  Corporation nor the Bank was engaged in any legal
                  proceeding of a material  nature at March 31, 1997.  From time
                  to time, the  Corporation  is a party to legal  proceedings in
                  the  ordinary  course of  business  wherein  it  enforces  its
                  security interest in loans.

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

                  On January 22, 1997, the  Corporation  held its annual meeting
                  of stockholders and the following items were presented:

                  Election  of  Directors Henry L. Friedman, Robert Earl Mouton,
                  Christrian  Oliver,  and  W. Ross  Little,  Jr.  for  terms of
                  three years ending in 2000. Mr. Friedman  received  2,808,638
                  votes in favor and  17,203  votes were  withheld.  Mr.  Mouton
                  received  2,808,638  votes  in  favor and  17,203  votes  were
                  withheld.  Mr. Oliver received  2,808,488  votes in  favor and
                  17,353 votes  were  withheld.  Mr. Little  received  2,808,508
                  votes in favor and 17,333 votes were withheld.

                  Ratification  of the  appointment  of Deloitte & Touche LLP as
                  the Corporation's  auditors for the 1997 fiscal year. Deloitte
                  & Touche LLP was ratified as the  Corporation's  auditors with
                  2,775,789  votes  for,   27,602  votes  against,   and  22,450
                  abstentions.

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  electroni
                          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: May 15, 1997           By:   /s/Patrick O. Little
                                   ---------------------------------------------
                                   Patrick O. Little
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)



Date: May 15, 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>                                  6-MOS
<FISCAL-YEAR-END>                              SEP-30-1997
<PERIOD-END>                                   MAR-31-1997
<CASH>                                           9,417
<INT-BEARING-DEPOSITS>                             922
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     39,093
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        333,118
<ALLOWANCE>                                      3,276
<TOTAL-ASSETS>                                 393,556
<DEPOSITS>                                     272,592
<SHORT-TERM>                                    49,324
<LIABILITIES-OTHER>                              3,508 
<LONG-TERM>                                     15,767
                                0
                                          0
<COMMON>                                            42
<OTHER-SE>                                      52,323
<TOTAL-LIABILITIES-AND-EQUITY>                 393,556
<INTEREST-LOAN>                                 12,971
<INTEREST-INVEST>                                1,600
<INTEREST-OTHER>                                    68
<INTEREST-TOTAL>                                14,639
<INTEREST-DEPOSIT>                               6,309
<INTEREST-EXPENSE>                               8,146
<INTEREST-INCOME-NET>                            6,323
<LOAN-LOSSES>                                      120
<SECURITIES-GAINS>                                 267
<EXPENSE-OTHER>                                  4,742
<INCOME-PRETAX>                                  3,064
<INCOME-PRE-EXTRAORDINARY>                       3,064
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,026
<EPS-PRIMARY>                                      .63
<EPS-DILUTED>                                      .63
<YIELD-ACTUAL>                                    2.65
<LOANS-NON>                                      1,051
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 3,182
<CHARGE-OFFS>                                       30
<RECOVERIES>                                         4
<ALLOWANCE-CLOSE>                                3,276
<ALLOWANCE-DOMESTIC>                             3,276
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        


</TABLE>


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