TECHE HOLDING CO
10-Q, 1999-08-16
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ________________

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended            June 30, 1999
                               --------------------------------------

                                       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 August 11, 1999.

          Class                                                    Outstanding
- --------------------------                                      ----------------
$.01 par value common stock                                     2,802,580 shares


<PAGE>

                              TECHE HOLDING COMPANY
                                    FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 1999

                                      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
              Condition and Results of Operations                    6

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>

PART I.           FINANCIAL INFORMATION

Item 1.  Financial Statements

                              TECHE HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                          At                   At
                                                                                       June 30,          September 30,
                                                                                         1999                 1998
                                                                                      -----------        -------------
                                                                                      (unaudited)
<S>                                                                                  <C>                 <C>
ASSETS
Cash and cash equivalents....................................................          $   9,082           $   10,680
Certificates of deposit......................................................                                     658
Securities available-for-sale, at estimated
  market value (amortized cost of $63,206 and $36,239).......................             62,475               36,769
Loans receivable, net of allowance for loan losses
  of $3,552 and $3,515)......................................................            337,234              345,172
Accrued interest receivable..................................................              2,080                2,065
Investment in Federal Home Loan Bank stock, at cost..........................              4,124                3,884
Real estate owned, net.......................................................                478                  331
Prepaid expenses and other assets............................................                589                  500
Premises and equipment, at cost less accumulated depreciation................             10,275                8,764
                                                                                        --------             --------
      TOTAL ASSETS...........................................................          $ 426,337            $ 408,823
                                                                                        ========             ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits.....................................................................          $ 298,551             $279,265
Advances from Federal Home Loan Bank.........................................             75,320               67,721
Borrowings for common stock repurchase                                                        --                5,178
Advance payments by borrowers for taxes and insurance........................              1,401                1,644
Accrued interest payable.....................................................                355                  485
Accounts payable and other liabilities.......................................                849                1,223
Deferred Income Taxes........................................................                294                  780
                                                                                        --------             --------
      Total liabilities......................................................            376,770              356,296

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.................................................             42,122               42,037
  Retained earnings..........................................................             30,374               28,757
  Unearned ESOP shares.......................................................             (1,837)              (2,086)
  Unearned Compensation (MSP)................................................               (490)                (790)
  Treasury stock - 1,420,000 and 1,317,000 shares, at cost...................            (20,172)             (15,783)
  Unrealized gain (loss) on securities available-for-sale, net of
    deferred income taxes....................................................               (472)                 350
                                                                                        --------             --------
      Total stockholders' equity.............................................             49,567               52,527
                                                                                        --------             --------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
          CAPITAL............................................................          $ 426,337            $ 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                      For Nine Months
                                                                   Ended June 30,                        Ended June 30,
                                                             ---------------------------         -----------------------------
                                                                1999             1998                1999             1998
                                                             ----------       ----------         -----------       -----------
<S>                                                         <C>               <C>               <C>               <C>
INTEREST INCOME
  Interest and fees on loans...........................       $ 6,519           $ 6,917           $ 19,839          $ 20,604
  Interest and dividends on investments................           480               135                849               446
  Interest on mortgage-backed securities...............           477               527              1,376             1,575
  Other interest income................................            88                51                418               140
                                                               ------            ------            -------           -------
                                                                7,564             7,630             22,482            22,765
                                                               ------            ------            -------           -------
INTEREST EXPENSE:
  Deposits.............................................         3,156             3,185              9,421             9,699
  Advances from Federal Home Loan Bank.................           900               935              2,668             2,866
  Other borrowed money.................................            --                --                112                --
                                                               ------            ------            -------           -------
                                                                4,056             4,120             12,201            12,565
                                                               ------            ------            -------           -------
NET INTEREST INCOME....................................         3,508             3,510             10,281            10,200
PROVISION FOR LOAN LOSSES..............................            30                45                120               135
                                                               ------            ------            -------           -------
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES......................................         3,478             3,465             10,161            10,065
                                                               ------            ------            -------           -------

NON-INTEREST INCOME:
  Service charges and other............................         1,077               763              3,134             2,170
  Gain on sale of real estate owned....................            68                --                 84                13
  Other income.........................................            47                96                 86               323
                                                               ------            ------            -------           -------
TOTAL NON-INTEREST INCOME..............................         1,192               859              3,304             2,506
                                                               ------            ------            -------           -------
GAIN ON SALE OF SECURITIES.............................             8                54                 10               104
                                                               ------            ------            -------           -------

NON-INTEREST EXPENSE:
  Compensation and employee benefits...................         1,519             1,385              4,452             4,150
  Occupancy expense....................................           710               633              2,032             1,705
  Marketing and professional...........................           278               197                725               557
  Other operating expenses.............................           799               571              2,212             1,750
                                                               ------            ------            -------           -------
      Total non-interest expense.......................         3,306             2,786              9,421             8,162
                                                               ------            ------            -------           -------
INCOME BEFORE INCOME TAXES.............................         1,372             1,592              4,054             4,513
                                                               ------            ------            -------           -------
INCOME TAXES...........................................           480               578              1,419             1,590
                                                               ------            ------            -------           -------
NET INCOME.............................................       $   892           $ 1,014           $  2,635          $  2,923
                                                               ======            ======            =======           =======

BASIC EARNINGS PER COMMON SHARE........................       $   .34           $   .33           $    .96          $    .94
                                                               ======            ======            =======           =======
DILUTED EARNINGS PER
  COMMON SHARE.........................................       $   .33           $   .31           $    .98          $    .89
                                                               ======            ======            =======           =======

DIVIDENDS DECLARED PER COMMON SHARE....................       $  .125           $  .125           $   .375          $   .375
                                                               ======            ======            =======           =======

</TABLE>


See notes to unaudited consolidated financial statements.

                                        2

<PAGE>

                              TECHE HOLDING COMPANY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                                     For the Nine Months
                                                                                         Ended June 30,
                                                                                    -------------------------
                                                                                      1999             1998
                                                                                    --------         --------
<S>                                                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income  ...............................................................       $ 2,635          $ 2,923
  Adjustments to reconcile net income to net cash provided by
    operating activities:
      Provision for loan losses..............................................           120              135
      Gain on sale of securities.............................................           (10)            (104)
      Depreciation...........................................................           657              466
      Accretion of deferred loan fees and other..............................           (28)             (65)
      Accretion of discounts on loans........................................          (213)            (176)
      Other items - net......................................................          (287)             765
                                                                                    -------          -------

          Net cash provided by operating activities..........................         2,874            3,944
                                                                                    -------          -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of investment securities available-for-sale.......................       (39,785)         (12,471)
  Proceeds from maturities of securities available-for-sale..................        12,678           10,632
  Net loan repayments (originations).........................................         8,059           (1,948)
  Investment in FHLB stock...................................................          (240)             101
  Purchase of premises and equipment.........................................        (2,168)          (1,315)
  Sales of investment securities available-for-sale..........................           269              437
  Net decrease in certificates of deposit....................................           658               --
                                                                                    -------          -------

      Net cash used in investing activities..................................       (20,529)          (4,564)
                                                                                    -------          -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits...................................................        19,286            2,694
  Net increase in FHLB advances..............................................         7,599            3,245
  Net decrease in advance payments by borrowers for
    taxes and insurance......................................................          (243)            (276)
  Dividends paid.............................................................        (1,018)          (1,198)
  Purchase of common stock for treasury......................................        (9,220)              --
  Borrowings under loan agreement............................................         6,767               --
  Repayment of borrowings under loan agreement...............................        (7,114)              --
                                                                                    -------          -------

      Net cash provided by financing activities..............................        16,057            4,465
                                                                                    -------          -------

NET INCREASE (DECREASE) IN CASH..............................................        (1,598)           3,845

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD...............................        10,680            5,860
                                                                                    -------          -------

CASH AND CASH EQUIVALENTS, END OF YEAR.......................................      $  9,082         $  9,705
                                                                                    =======          =======
</TABLE>


See notes to unaudited consolidated financial statements.

                                        3

<PAGE>

                              TECHE HOLDING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - PRINCIPLES OF CONSOLIDATION

         The consolidated  financial statements as of and for the three and nine
         month periods ended June 30, 1999 include the accounts of Teche Holding
         Company (the  "Corporation") and its subsidiary,  Teche Federal Savings
         Bank (the "Bank"). The Corporation's  business is conducted principally
         through  the  Bank.   All   significant   intercompany   accounts   and
         transactions have been eliminated in consolidation.

NOTE 2 - BASIS OF PRESENTATION

         The  accompanying  consolidated  financial  statements were prepared in
         accordance  with  instructions  for Form  10-Q and,  therefore,  do not
         include  all  information  necessary  for a  complete  presentation  of
         consolidated financial condition, results of operations, and cash flows
         in conformity with generally accepted accounting  principles.  However,
         all adjustments, consisting of normal recurring accruals, which, in the
         opinion of  management,  are necessary for a fair  presentation  of the
         consolidated  financial  statements have been included.  The results of
         operations  for the  periods  ended  June  30,  1999  and  1998 are not
         necessarily  indicative  of the results  which may be expected  for the
         entire fiscal year or any other period. Certain  reclassifications have
         been made to the 1998  financial  statements in order to conform to the
         classifications adopted for reporting in 1999.

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 and nine months
         ended June 30, 1999 and 1998.

<TABLE>
<CAPTION>
                                                         Three Months Ended              Nine Months Ended
                                                              June 30,                        June 30,
                                                      -------------------------       --------------------------
                                                         1999          1998             1999              1998
                                                      ---------     -----------       ----------       ---------
                                                                           (In thousands)
<S>                                                  <C>             <C>              <C>             <C>
Weighted average number of common
  shares outstanding - used in computation
  of basic earnings per common share.............      $ 2,590         $ 3,119          $ 2,688         $ 3,107
Effective of dilutive securities:
  Stock options..................................           54             134               34             146
  MSP stock grants...............................           28              39               24              34
Weighted average number of common
  shares outstanding plus effect of dilutive
  securities - used in computation of diluted
                                                        ------          ------           ------          ------
  earnings per common share......................      $ 2,672         $ 3,292          $ 2,746         $ 3,287
                                                        ======          ======           ======          ======

</TABLE>

                                        4

<PAGE>



NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS

         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 (losses) which, in the case
         of the  Corporation,  only  includes  unrealized  gains  and  losses on
         securities available-for-sale net of related income tax effect. Because
         of interest rate volatility,  the Company's  accumulated  comprehensive
         income and  stockholders'  equity could  materially  fluctuate for each
         interim  period  and  year-end  period.  Following  is a summary of the
         Corporations's  comprehensive income for the nine months ended June 30,
         1999 and 1998.



                                                        1999          1998
                                                     -----------   -----------

Net income                                            $ 2,635        $ 2,923
Other comprehensive income (loss), net of tax            (822)            90
                                                       ------         ------
Total Comprehensive Income                            $ 1,813        $ 3,013
                                                       ======         ======



                                        5

<PAGE>

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


GENERAL

The  Corporation's  total assets at June 30, 1999 and September 30, 1998 totaled
$426.3 million and $408.8  million,  respectively,  an increase $17.5 million or
4.3%.

Securities  available-for-sale  totaled  $62.5  million at June 30, 1999,  which
represents  an increase of $25.7  million or 70.0% as compared to September  30,
1998,  due to the purchase of  securities  during this period.  The  Corporation
purchased  such  securities  to  supplement  the decrease in lending  during the
period.

Loans  receivable  totaled $337.2  million at June 30, 1999 which  represented a
$7.9 million or 2.3% decrease  compared to September 30, 1998. This decrease was
primarily due to loan repayments in excess of originations during the period.

Total deposits,  after interest  credited,  at June 30, 1999 were $298.6 million
which  represents  an increase of $19.3 million or 6.9% as compared to September
30, 1998.

Advances  increased $7.6 million or 11.2% as compared to the amount at September
30, 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 $3.0  million at June 30,  1999,  from $52.5
million at September 30, 1998, primarily as a result of stock repurchased during
the period and cash  dividends  paid,  offset  somewhat by earnings for the nine
month period. During the nine month period, the Corporation  repurchased 282,000
shares at an average price of $15.18 per share.

COMPARISON OF EARNINGS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1999
AND 1998

Net Income.  The Company  had net income of  $892,000  and $2.6  million for the
three and nine  months  ended June 30,  1999 as  compared  to net income of $1.0
million  and $2.9  million for the three and nine month  periods  ended June 30,
1998,  respectively.  The  decreases  during both periods were due  primarily to
expenses relating to four new branches opened in the last eleven months.

Total Interest  Income.  Total interest income  decreased by $66,000 or 0.9% and
$283,000  or  1.2%  for  the  three  and  nine  months   ended  June  30,  1999,
respectively,  as  compared  to the  same  periods  ending  March  31,  1998 due
primarily to a decrease in the average  balances of loans.  The average yield on
loans  decreased  to 7.78% for the nine months ended June 30, 1999 from 7.85% in
1998.

Total Interest  Expense.  Total interest expense decreased 1.6% and 2.9% for the
three and nine  month  periods  primarily  due to a  decrease  of rates  paid on
deposits,  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.

                                        6

<PAGE>


Net Interest Income. Net interest income remained relatively stable,  increasing
6.3% and 1.0% for the  three  and nine  month  periods  ended  June 30,  1999 as
compared to the same periods ended March 31, 1998.

Provision for Loan Losses.  The provision for loan losses decreased  $15,000 for
both the three month and nine 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 $333,000 and $798,000
for the three and nine month  periods  ended June 30, 1999,  primarily due to an
increase in service fee income  associated with increased  demand account volume
and fee income generated from certain  fixed-rate  mortgage loans originated for
sale in the secondary market. The Bank originates long-term fixed rate loans for
sale and for its portfolio. As part of its efforts to manage interest rate risk,
the Bank sells certain loans  originated  with terms of fifteen years or more in
the  secondary  market.  During the third  quarter of fiscal  1999,  the Company
recognized  approximately  $90,000 of deferred  income which  resulted from loan
repayments.

Non-interest Expense.  Total non-interest expense increased for both periods due
primarily to four branch offices opened in the last eleven months.

Gain on Sale of Securities.  The Company experienced gains of $8,000 and $10,000
on the sale of  securities  during the three and nine months ended June 30, 1999
compared to gains of $54,000 and $104,000  during the same  periods  ended March
31, 1998. The decreases during both periods in fiscal 1999 were due to reduction
in the sales by the Company of its equity securities holdings.

Income Tax Expense.  Income taxes decreased during the periods  primarily due to
a decrease in income before income taxes.


                                        7

<PAGE>

                         LIQUIDITY AND CAPITAL RESOURCES

Under  current  Office  of  Thrift  Supervision  ("OTS")  regulations,  the Bank
maintains  certain  levels  of  capital.  On June  30,  1999,  the  Bank  was in
compliance with its three regulatory capital requirements as follows:


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

Tangible capital..............................         $39,843         9.37
Tangible capital requirement..................           6,372         1.50
                                                        ------         ----
Excess over requirement.......................         $33,471         7.87
                                                        ======         ====

Core capital..................................         $39,843         9.37
Core capital requirement......................          12,744         3.00
                                                        ------         ----
Excess over requirement.......................         $27,099         6.37
                                                        ======         ====

Risk based capital............................         $42,781        18.24
Risk based capital requirement................          18,764         8.00
                                                        ------        -----
Excess over requirement.......................         $24,017        10.24
                                                        ======        =====


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.  The  Bank  also  utilizes
advances  from the  Federal  Home  Loan Bank of Dallas  for its  investment  and
lending  activities.  As of June 30, 1999,  such  borrowed  funds  totaled $75.3
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 4% of its net  withdrawable  accounts
plus short term  borrowings.  This level 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  $250,000,  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  significant  vendor  applications,  except the  utilities as noted
below.  The Bank has developed  contingency  plans and  procedures if unforeseen
Year 2000 problems occur. Current testing of the contingency plan is expected to
be complete by September 30, 1999, with related employee  training  occurring in
the third and fourth quarter.

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.
However,  the Bank will be  installing a generator at a central  location  which
should  provide  electric  power  in the  event  any  local  electric  utilities
experience problems.


                                        9

<PAGE>

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.

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 a material adverse impact on the
operations of the Bank.

Impact of Inflation

         The consolidated financial statements of the Company 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  Company's  operations.  Unlike  most  industrial
companies,  nearly all the assets and  liabilities of the Company are financial.
As a result,  interest rates have a greater impact on the Company'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

<TABLE>
<CAPTION>
                                                     At or For the Three Months   At or For Nine Months
                                                                Ended                     Ended
                                                               June 30,                  June 30,
                                                       ----------------------     -----------------------
                                                       1999(1)        1998(1)     1999(1)         1998(1)
                                                       -------        -------     -------         -------
                                                            (Unaudited)                 (Unaudited)
<S>                                                   <C>            <C>         <C>             <C>
Return on average assets......................          0.85%          1.00%       0.84%           0.96%
Return on average equity......................          2.05%          7.15%       6.88%           6.99%
Average interest rate spread..................          2.92%          2.77%       2.82%           2.65%
Nonperforming assets to total assets..........          0.28%          0.27%       0.28%           0.27%
Nonperforming loans to total loans............          0.21%          0.31%       0.21%           0.31%
Net interest margin...........................          3.47%          3.55%       3.40%           3.44%
</TABLE>
- ----------------
(1)      Annualized where appropriate.


Selected Financial Data


                                              June 30, 1999   September 30, 1998
                                              -------------   ------------------
      Ratio of Equity to Assets..............      11.6%            12.8%
      Book Value per Common Share............     17.62           $16.97
      Non-performing Assets/Total............      0.28%            0.26%


Item 3.   Quantitative and Qualitative Disclosures About Market Risk

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.

Further,  the Bank paid a dividend to the Company in the amount of $17.0 million
in January 1999,  which reduced its capital and its net portfolio  value ("NPV")
by approximately 33%.

                                       11

<PAGE>

                     TECHE HOLDING COMPANY AND SUBSIDIARIES

PART II           OTHER INFORMATION

Item 1.           Legal Proceedings

                  Neither  the  Company  nor the Bank was  engaged  in any legal
                  proceeding of a material nature at June 30, 1999. From time to
                  time,  the Company is a party to routine legal  proceedings in
                  the  ordinary  course of  business,  such as claims to enforce
                  liens,  condemnation  proceedings  on  properties in which the
                  Company holds security interests,  claims involving the making
                  and  servicing  of  real  property  loans,  and  other  issues
                  incident  to  the  business  of the  Company.  There  were  no
                  lawsuits  pending  or known  to be  contemplated  against  the
                  Company at June 30, 1999 that would have a material  effect on
                  the operations or income of the Company or the Bank,  taken as
                  a whole.

Item 2.           Changes in Securities

                  Not applicable.

Item 3.           Defaults upon Senior Securities

                  Not applicable.

Item 4.           Submission of Matters to a Vote of Security Holders

                  Not applicable.

Item 5.           Other Information

                  Not applicable.

Item 6.           Exhibits and Reports on Form 8-K

                  (a)     Exhibits

          3.1     Articles of Incorporation of Teche Holding Company*
          3.2     Bylaws of Teche Holding Company*
          4.0     Stock Certificate of Teche Holding Company*
         10.1     Form of Teche Federal Savings Bank Management Stock Plan**
         10.2     Form of Teche Holding Company 1995 Stock Option Plan**
         11.0     Statement regarding  computation  of earnings  per  share (see
                  Note  3  to  the  Notes  to  Unaudited  Consolidated Financial
                  Statements included herein)
         27.0     Financial Data Schedule***


                  (b)     Reports on Form 8-K

                          None.


                                       12

<PAGE>

- -------------------
*        Incorporated  herein by reference  into this document from the Exhibits
         to  Form  S-1,  Registration   Statement,   initially  filed  with  the
         Commission on December 16, 1994, Registration No. 33-87486.
**       Incorporated  herein by reference  into this document from the Exhibits
         to the Registrant's  Form 10-K  for the fiscal year ended September 30,
         1995, filed with the Commission.
***      Only in electronic filing.

                                       13
<PAGE>


                     TECHE HOLDING COMPANY AND SUBSIDIARIES

                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       TECHE HOLDING COMPANY



Date: August 16, 1999                  By: /s/Patrick O. Little
                                           -------------------------------------
                                           Patrick O. Little
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)



Date: August 16, 1999                  By: /s/J. L. Chauvin
                                           -------------------------------------
                                           J. L. Chauvin
                                           Vice President and Treasurer
                                           (Principal Financial Officer)


<TABLE> <S> <C>


<ARTICLE>                                      9

<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  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>                                   9-MOS
<FISCAL-YEAR-END>                               SEP-30-1999
<PERIOD-END>                                    JUN-30-1999
<CASH>                                            9,082
<INT-BEARING-DEPOSITS>                                0
<FED-FUNDS-SOLD>                                      0
<TRADING-ASSETS>                                      0
<INVESTMENTS-HELD-FOR-SALE>                      62,475
<INVESTMENTS-CARRYING>                                0
<INVESTMENTS-MARKET>                                  0
<LOANS>                                         340,786
<ALLOWANCE>                                       3,552
<TOTAL-ASSETS>                                  426,337
<DEPOSITS>                                      298,551
<SHORT-TERM>                                     52,293
<LIABILITIES-OTHER>                               2,897
<LONG-TERM>                                      23,027
                                 0
                                           0
<COMMON>                                             42
<OTHER-SE>                                       49,525
<TOTAL-LIABILITIES-AND-EQUITY>                  426,337
<INTEREST-LOAN>                                  19,839
<INTEREST-INVEST>                                 2,225
<INTEREST-OTHER>                                    418
<INTEREST-TOTAL>                                 22,482
<INTEREST-DEPOSIT>                                9,421
<INTEREST-EXPENSE>                               12,201
<INTEREST-INCOME-NET>                            10,281
<LOAN-LOSSES>                                       120
<SECURITIES-GAINS>                                   10
<EXPENSE-OTHER>                                   9,421
<INCOME-PRETAX>                                   4,054
<INCOME-PRE-EXTRAORDINARY>                        4,054
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                      2,635
<EPS-BASIC>                                       .96
<EPS-DILUTED>                                       .98
<YIELD-ACTUAL>                                     2.82
<LOANS-NON>                                         721
<LOANS-PAST>                                          0
<LOANS-TROUBLED>                                      0
<LOANS-PROBLEM>                                       0
<ALLOWANCE-OPEN>                                  3,355
<CHARGE-OFFS>                                         7
<RECOVERIES>                                          4
<ALLOWANCE-CLOSE>                                 3,352
<ALLOWANCE-DOMESTIC>                              3,352
<ALLOWANCE-FOREIGN>                                   0
<ALLOWANCE-UNALLOCATED>                               0



</TABLE>


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