TECHE HOLDING CO
10-Q, 1999-02-23
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q
(Mark One)

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

For the quarterly period ended             December 31, 1998            
                               -------------------------------------------------

                                       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: February 22, 1999

             Class                                              Outstanding    
- ---------------------------                                   ----------------
$.01 par value common stock                                   2,957,030 shares


<PAGE>

                              TECHE HOLDING COMPANY
                                    FORM 10-Q
                     FOR THE QUARTER ENDED DECEMBER 31, 1998

                                      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
Item 3.  Quantitative and Qualitative Disclosures about Market Risk

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                 12
Item 2.  Changes in Securities                                             12
Item 3.  Defaults upon Senior Securities                                   12
Item 4.  Submission of Matters to a Vote of Security Holders               12
Item 5.  Other Materially Important Events                                 12
Item 6.  Exhibits and Reports on Form 8-K                                  12

SIGNATURES


<PAGE>
                              TECHE HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                     At            At
                                                                December 31,  September 30,
                                                                    1998          1998*
                                                                ------------  -------------
                                                                (unaudited)       
<S>                                                            <C>          <C>      
ASSETS
Cash and cash equivalents ...................................   $  29,613    $  10,680
Certificates of deposit .....................................        --            658
Securities available-for-sale, at estimated
  market value (amortized cost of $32,744 and $36,239) ......      33,135       36,769
Loans receivable, net of allowance for loan losses
  of $3,491 and $3,515) .....................................     336,729      345,172
Accrued interest receivable .................................       1,951        2,065
Investment in Federal Home Loan Bank stock, at cost .........       3,940        3,884
Real estate owned, net ......................................         257          331
Prepaid expenses and other assets ...........................         491          500
Premises and equipment, at cost less accumulated depreciation       9,221        8,764
                                                                ---------    ---------
      TOTAL ASSETS ..........................................   $ 415,337    $ 408,823
                                                                =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits ....................................................   $ 287,090    $ 279,265
Advances from Federal Home Loan Bank ........................      66,073       67,721
Borrowings for common stock repurchase ......................       7,114        5,178

Advance payments by borrowers for taxes and insurance .......       1,034        1,644
Accrued interest payable ....................................         470          485
Accounts payable and other liabilities ......................       1,064        1,223
Deferred income taxes .......................................         687          780
                                                                ---------    ---------
      Total liabilities .....................................     363,532      356,296

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 10,000,000 shares
    authorized; 4,233,350 shares issued .....................          42           42
  Preferred stock, 5,000,000 shares authorized;
    none issued .............................................        --           --
  Additional paid in capital ................................      42,064       42,037
  Retained earnings .........................................      29,247       28,757
  Unearned ESOP shares ......................................      (2,003)      (2,086)
  Unearned Compensation (MSP) ...............................        (690)        (790)
  Treasury stock 1,227,000 and 1,138,000 shares, at cost ....     (17,113)     (15,783)
  Unrealized gain on securities available-for-sale, net of
    deferred income taxes ...................................         258          350
                                                                ---------    ---------
      Total stockholders' equity ............................      51,805       52,527
                                                                ---------    ---------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
          CAPITAL ...........................................   $ 415,337    $ 408,823
                                                                =========    =========
</TABLE>

- ---------------------
*    The  consolidated  balance  sheet at September 30, 1998 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 ended
                                                                               December 31,
                                                                          -----------------------
                                                                          1998             1997
                                                                          ------          -------
<S>                                                                      <C>              <C>   
INTEREST INCOME
  Interest and fees on loans....................................          $6,669           $6,810
  Interest and dividends on investments.........................             137              185
  Interest on mortgage-backed securities........................             458              506
  Other interest income.........................................             156               40
                                                                           -----            -----
                                                                           7,420            7,541
                                                                           -----            -----
INTEREST EXPENSE:
  Deposits......................................................           3,145            3,377
  Advances from Federal Home Loan Bank..........................             901              908
  Other borrowed money..........................................             100               --
                                                                           -----            -----
                                                                           4,146            4,285
                                                                           -----            -----
NET INTEREST INCOME.............................................           3,274            3,256
PROVISION FOR LOAN LOSSES.......................................              45               45
                                                                           -----            -----
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES...............................................           3,229            3,211
                                                                           -----            -----

NON-INTEREST INCOME:
  Service charges and other.....................................           1,078              818
  Other income..................................................              19               18
                                                                           -----            -----
TOTAL NON-INTEREST INCOME.......................................           1,097              836
                                                                           -----            -----
GAIN ON SALE OF SECURITIES......................................              --                7
                                                                           -----            -----

NON-INTEREST EXPENSE:
  Compensation and employee benefits............................           1,405            1,383
  Occupancy expense.............................................             637              533
  Marketing and professional....................................             188              160
  Other operating expenses......................................             727              574
                                                                           -----            -----
      Total non-interest expense................................           2,957            2,650
                                                                           -----            -----
INCOME BEFORE INCOME TAXES......................................           1,369            1,404
                                                                           -----            -----
INCOME TAXES....................................................             479              491
                                                                           -----            -----
NET INCOME......................................................          $  890           $  913
                                                                           =====            =====
BASIC INCOME PER COMMON SHARE ..................................          $ 0.32           $ 0.30
                                                                           =====            =====
DILUTED INCOME PER COMMON SHARE.................................          $ 0.32           $ 0.28
                                                                           =====            =====
DIVIDENDS DECLARED PER COMMON SHARE                                       $0.125           $0.125
                                                                           =====            =====

</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 Three Months
                                                                             Ended December 31,
                                                                         ------------------------
                                                                            1998          1997
                                                                            ----          ----
<S>                                                                      <C>         <C>     
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income ..........................................................   $    890    $    913
  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 ................................          3         (52)
      Provision for loan losses .......................................         45          45
      (Gain) on sale of securities ....................................       --            (7)
      Depreciation ....................................................        193         149
      Accretion of deferred loan fees and other .......................        (52)        (28)
      Accretion of discounts on loans .................................         (5)        (25)
      Other items - net ...............................................        139         190
                                                                          --------    --------
          Net cash provided by (used in) operating activities .........      1,213       1,185

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of investment securities available for sale ................       (143)     (7,145)
  Proceeds from maturities of investment securities available for sale           5       3,000
  Principal repayments of mortgage-backed securities available for sale      3,630       1,550
  Net loan repayments .................................................      8,455         619
  Investment in FHLB stock ............................................        (56)        (59)
  Net decrease in certificates of deposit .............................        658        --
  Purchase of premises and equipment ..................................       (650)       (404)
  Sales of investment securities available for sale ...................       --            29
                                                                          --------    --------
      Net cash provided by (used in) investing activities .............     11,899      (2,410)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase (decrease) in deposits .................................      7,825      (2,073)
  Net increase (decrease) in FHLB advances ............................     (1,648)      6,519
  Net decrease in advance payments by borrowers for
    taxes and insurance ...............................................       (610)       (620)
  Dividends paid ......................................................       (352)       (395)
  Purchase of common stock for treasury ...............................     (6,161)       --
  Borrowings under note payable agreement .............................      6,767        --
                                                                          --------    --------
      Net cash provided by financing activities .......................      5,821       3,431
                                                                          --------    --------

NET INCREASE (DECREASE) IN CASH .......................................     18,933       2,206
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ........................     10,680       5,868
                                                                          --------    --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ..............................   $ 29,613    $  8,074
                                                                          ========    ========
</TABLE>



See Notes to Unaudited 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 month
         period ended  December  31, 1998 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 period ended  December 31, 1998 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

         Following is a summary of the  information  used in the  computation of
         basic and diluted  income per common  share for the three  months ended
         December 31, 1998 and 1997.

                                                       1998            1997
                                                  --------------- -----------
Weighted average number of common
  shares outstanding - used in computation
  of basic income per common share................  2,777,340       3,091,475
Effect of dilutive securities:
  Stock options...................................      6,259         155,875
  MSP stock grants................................     24,414          39,187
                                                   ----------      ----------
Weighted  average  number of common
  shares  outstanding  plus effect of dilutive
  securities - used in computation of diluted
  net income per common share.....................  2,808,013       3,286,537
                                                   ==========      ==========




                                        4

<PAGE>



NOTE 4 - COMPREHENSIVE INCOME

         The Corporation adopted Statement of Financial Accounting Standards No.
         130 "Reporting  Comprehensive Income" ("SFAS 130") effective October 1,
         1998.  SFAS 130  establishes  standards  for  reporting  and display of
         comprehensive income and its components.  Comprehensive income includes
         net income and other  comprehensive  income  which,  in the case of the
         Corporation,  only includes  unrealized  gains and losses on securities
         available-for-sale.   Following  is  a  summary  of  the  Corporation's
         comprehensive  income for the three months ended  December 31, 1998 and
         1997.


                                        1998                  1997
                                        ----                  ----
Net income                             $  890               $   913
Other comprehensive income
  (loss), net of tax                      (92)                   73
                                       ------                ------
Total Comprehensive Income             $  798               $   986
                                       ======                ======



                                        5

<PAGE>



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

GENERAL

The  Corporation's  total  assets at December  31, 1998 and  September  30, 1998
totaled  $415.3  million and $408.8  million,  respectively,  an  increase  $6.5
million or 1.6%.

Securities  available-for-sale totaled $33.1 million at December 31, 1998, which
represents a decrease of $3.6 million or 9.9% as compared to September 30, 1998.

Loans receivable  totaled $336.7 million at December 31, 1998 which  represented
an $8.4 million or 2.4% decrease  compared to September 30, 1998.  This decrease
was  primarily  due to loan  repayments  in excess of  originations  during  the
quarter.

Total  deposits,  after  interest  credited,  at  December  31, 1998 were $287.0
million  which  represents  an increase  of $7.8  million or 2.8% as compared to
September 30, 1998.

Advances  decreased  $1.6 million or 2.4% as compared to the amount at September
30, 1998.

Borrowings  for common stock  repurchases  increased by $1.9 million or 37.4% to
$7.1 million at December 31, 1998.  On January 8, 1999,  the Company  repaid the
entire  borrowing  from its available  cash accounts but  maintained its line of
credit of $8.0 million,  which is available through a third party lender through
September  30, 1999 for  further  common  stock  repurchases  and other  limited
purposes.

Stockholders' equity decreased to $51.8 million at December 31, 1998, from $52.5
million at September 30, 1998, primarily as a result of stock repurchased during
the quarter and cash dividends paid,  offset  somewhat by retained  earnings for
the quarter. During the quarter, the Corporation repurchased 89,000 shares at an
average price of $14.94 per share.

COMPARISON OF EARNINGS FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 AND
1997

Net Income.  The  Corporation  had net income of $890,000  for the three  months
ended  December  31, 1998 as  compared  to net income of $913,000  for the three
month  period  ended  December  31,  1997.  Earnings  for the three months ended
December  31,  1998  represent  a decrease  of $23,000  compared  to 1997.  This
decrease was primarily due to expenses  related to three new branches  opened in
August and September, 1998.

Total Interest  Income.  Total interest income  decreased by $121,000 or 1.6% to
$7.4 million for the three months ended December 31, 1998, from $7.5 million for
the three months ended December 31, 1997, due primarily to a decrease in average
yields on loans and securities.  Interest income on loans increased  $141,000 or
2.1% to $6.7  million for the period  ended  December 31, 1998 from $6.8 million
for the period ended December 31, 1997. The average yield on loans  decreased to
7.74% for the three  months  ended  December  31,  1998 from  7.79% for the same
period  in  1997,  and the  average  yield  on  investment  and  mortgage-backed
securities decreased to 6.07% for December 1998 from 6.57% for 1997.


                                        6

<PAGE>



Total Interest Expense.  Total interest expense decreased $139,000,  or 3.2%, to
$4.1 million for the 1998 period from $4.3 million for the December 1997 period,
due  primarily  to a decrease  in average  rates  paid,  offset  somewhat  by an
increase  in  other  interest  expense  due to the  use of a line of  credit  to
repurchase the Corporation's common stock.

Net Interest Income. Net interest income remained relatively stable,  increasing
$18,000 for the three month  period  ended  December 31, 1998 as compared to the
same period ended December 31, 1997.

Provision  for Loan Losses.  The  provision for loan losses was $45,000 for both
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  by $267,000  from
$836,000 in the three month period ended  December 31, 1997 to $1,097,000 in the
three month period ended  December 31, 1998.  This  increase is due primarily to
the increase of service fee income  associated  with  increased  demand  account
volume  as well as fee  income  generated  from the sale of  certain  fixed-rate
mortgage loans originated for sale in the secondary market.

Non-interest Expense.  Total non-interest expense increased by $307,000 over the
periods compared.  This increase was due primarily to compensation and occupancy
expenses  related to the three new  branches  opened in August and  September of
1998.

Gain on Sale of  Securities.  The Company had no gain on the sale of  securities
during the three  months ended  December  31, 1998  compared to a gain of $7,000
during the same period ended December 31, 1997.

Income Tax Expense.  Income taxes remained  relatively  constant at about 35% of
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 December  31,  1998,  the Bank was in
compliance with its three regulatory capital requirements as follows:

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

Tangible capital.......................          $54,622                 13.2 %
Tangible capital requirement...........            6,215                  1.5
                                                  ------                 ----
Excess over requirement................          $48,407                 11.7 %
                                                  ======                 ====

Core capital...........................          $54,622                 13.2 %
Core capital requirement...............           12,430                  3.0
                                                  ------                 ----
Excess over requirement................          $42,192                 10.2 %
                                                  ======                 ====

Risk based capital.....................          $57,380                 26.1 %
Risk based capital requirement.........           17,603                  8.1
                                                  ------                 ----
Excess over requirement................          $39,777                 18.0%
                                                  ======                =====



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  securities principal.  The Bank has also
borrowed  funds from the  Federal  Home Loan Bank of Dallas  ("FHLB")  and other
sources. As of December 31, 1998, FHLB borrowed funds totaled $66.1 million. See
also  "General"  regarding  funds borrowed to repurchase  stock.  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 4% of its net  withdrawable  accounts
plus short term borrowings. 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.

Year 2000 Readiness

The "Year 2000" issue is a general  term used to describe  the various  problems
that  may  result  from  improper   processing  of  dates  and  date   sensitive
calculations by computers, software, and other machinery.

                                        8

<PAGE>



The  problems  generally  arise from the fact that most  computers  and software
historically  have used only two digits to  identify  the year in a date,  often
meaning that the computer will not distinguish  dates in the "2000's" from dates
in the "1900's".

The following  discussion of the  implications  of the Year 2000 problem for the
Bank, contains numerous forward looking statements based on inherently uncertain
information.  The cost of the  project  and the date on which the Bank  plans to
complete  the  internal  Year  2000  modifications  are  based  on  management's
assumptions of future events  including the continued  availability  of internal
and external resources,  third party  modifications and other factors.  However,
there can be no  guarantee  that these  statements  will be achieved  and actual
results could differ, Moreover,  although management believes it will be able to
make the  necessary  modifications  in advance,  there can be no guarantee  that
failure to modify the systems  would not have a material  adverse  effect on the
Bank.

The Bank places a high degree of reliance on computer  systems of third parties,
such as customers, suppliers, and other financial and governmental institutions.
Although  the Bank is  assessing  the  readiness  of  these  third  parties  and
preparing contingency plans, there can be no guarantee that the failure of these
third  parties to modify their systems in advance of December 31, 1999 would not
have a material adverse effect on the Bank.

The Bank has a Year 2000 committee that is addressing potential Year 2000 issues
with its internal and external software and computer systems.  The committee has
assessed the Bank's  automated  systems and has contacted third party vendors to
provide appropriate  assurances regarding their ability to address any Year 2000
issues.

Most of the critical  data  processing  of the Bank is provided by a third party
national service bureau. This service bureau began renovations to their software
applications  in the early 1990's to address Year 2000 issues.  The Bank and its
service bureau completed internal core system testing in December 1998. The Bank
is currently testing its internal systems compatibility with that of the service
bureau in live data tests.

Total cost associated  with required  modifications  to existing  systems is not
expected to be material to the Corporation's  financial position.  No additional
outside  personnel  is  expected to be needed to resolve any Year 2000 issues at
this time.  The current  estimated  costs to replace some  hardware and software
systems  is  approximately  $210,000,  some of  which  will be  capitalized  and
depreciated over  approximately  three years. The Bank does not separately track
the internal  costs  incurred  for the Year 2000 project  because such costs are
principally the related payroll costs.

The Bank has  contacted all material  customers,  vendors,  and  non-information
technology  suppliers  (i.e.  utility  systems,  telephone  systems and security
systems) regarding their Year 2000 state of readiness.

Testing has been completed on the most significant vendor  applications,  except
the utilities as noted below,  however,  final testing remains on a few critical
applications.  This final testing,  and  development of  contingency  plans,  is
expected  to be  completed  for all  critical  and  important  applications  and
services by June 30, 1999.  Most of the items  identified  as minor are services
that are performed by outside vendors. Appropriate testing, if possible, and any
related  contingency plans would be performed in the second and third quarter of
1999.


                                        9

<PAGE>



We are unable to test the Year 2000  readiness of our  significant  suppliers of
utilities.  We are  relying  on the  utility  companies'  internal  testing  and
representations to provide the required services that drive our data systems.

As a practical matter, mortgage, consumer and commercial loan customers were not
contacted  regarding their Year 2000  readiness.  It was deemed to be beyond the
scope of our testing  parameters to contact these  borrowers.  Further,  most of
these are individuals with adequate collateral for their loans.

The most likely worst case Year 2000 scenario is that data  processing  would be
temporarily  interrupted  (as much as 2 to 3 days) which would increase the time
necessary  to  service  customers  and may  prevent  some  customers  from being
serviced  until the problem is corrected.  The Bank believes that  completed and
planned  modifications to its internal systems will allow it to be ready for the
Year 2000. However, factors outside of the Bank's control and unexpected service
bureau and other third party problems could impact the Bank's ability to process
data which could have a significant  adverse  impact on the financial  condition
and results of operations of the Bank.

In the event that the Year 2000 problems affect daily operations,  the Year 2000
committee  is  preparing  daily  operating  procedures  that should  allow us to
provide most of our services.  These  procedures will be provided to each branch
and will be tested during 1999.

Despite the best efforts of management to address this issue, the vast number of
external entities that have direct and indirect business  relationships with the
Bank, such as customers,  vendors, payment systems providers and other financial
institutions, makes it impossible to assure that a failure to achieve compliance
by one or more of these entities  would not have material  adverse impact on the
operations of the Bank.

Risk Management

There have been no material  changes from the information  regarding market risk
disclosed   under  the  heading   "Asset  and  Liability   Management"   in  the
Corporation's Annual Report for the year ended September 30, 1998.

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.


                                       10

<PAGE>



Additional Key Operating Ratios

                                                     At or For the Three
                                                        Months Ended
                                                         December 31,
                                                  --------------------------
                                                  1998(1)            1997(1)
                                                  -------            -------
                                                (Unaudited)
Return on average assets...................         0.86%              0.90%
Return on average equity...................         6.81               6.67
Average interest rate spread...............         2.63               2.45
Nonperforming assets to total assets.......         0.21               0.39
Nonperforming loans to total loans.........         0.26               0.45
Average net interest margin................         3.31               3.28
Tangible book value per share..............       $17.26             $16.09


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




                                       11

<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 December 31,  1998.  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

                  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.









                                       12

<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: February 23, 1999           By:  /s/Patrick O. Little
                                       -----------------------------------------
                                       Patrick O. Little
                                       President and Chief Executive Officer
                                       (Principal Executive Officer)



Date: February 23, 1999           By:  /s/J.L. Chauvin
                                       -----------------------------------------
                                       J. L. Chauvin
                                       Senior Vice President and
                                       Chief Financial Officer
                                       (Principal Accounting Officer)



<TABLE> <S> <C>


<ARTICLE>                                            9

<LEGEND>
     THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  DERIVED FROM THE
QUARTERLY  REPORT ON FORM 10-Q AND IS  QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL INFORMATION.
</LEGEND>

<MULTIPLIER>                                   1000
       
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              SEP-30-1999
<PERIOD-END>                                   DEC-31-1998
<CASH>                                           9,588
<INT-BEARING-DEPOSITS>                          20,025
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     33,135
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        340,334
<ALLOWANCE>                                      3,504
<TOTAL-ASSETS>                                 415,337
<DEPOSITS>                                     287,090
<SHORT-TERM>                                    43,955
<LIABILITIES-OTHER>                              3,231
<LONG-TERM>                                     29,232
                                0
                                          0
<COMMON>                                            43
<OTHER-SE>                                      51,785
<TOTAL-LIABILITIES-AND-EQUITY>                 415,337
<INTEREST-LOAN>                                  6,668
<INTEREST-INVEST>                                  596
<INTEREST-OTHER>                                   156
<INTEREST-TOTAL>                                 7,420
<INTEREST-DEPOSIT>                               3,177
<INTEREST-EXPENSE>                               4,146
<INTEREST-INCOME-NET>                            3,274
<LOAN-LOSSES>                                       45
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  2,956
<INCOME-PRETAX>                                  1,370
<INCOME-PRE-EXTRAORDINARY>                       1,370
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       890
<EPS-PRIMARY>                                      .32
<EPS-DILUTED>                                      .32
<YIELD-ACTUAL>                                    2.63
<LOANS-NON>                                        672
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 3,515
<CHARGE-OFFS>                                       20
<RECOVERIES>                                         1
<ALLOWANCE-CLOSE>                                3,504
<ALLOWANCE-DOMESTIC>                             3,504
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        


</TABLE>


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