TECHE HOLDING CO
10-Q, 2000-05-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   -----------
                                    FORM 10-Q


(Mark One)

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

For the quarterly period ended          March 31, 2000
                               -------------------------------------------------
                                       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
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation               (I.R.S. employer
or organization)                                            identification no.)


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


Registrant's telephone number, including area code    (337) 828-3212
                                                      ---------------

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


         Indicate  by check T 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 May 10, 2000.

          Class                                Outstanding
- ---------------------------             ------------------------
$.01 par value common stock                      2,509,452


<PAGE>






                              TECHE HOLDING COMPANY
                                    FORM 10-Q
                      FOR THE QUARTER ENDED MARCH 31, 2000

                                      INDEX

                                                                         Page
                                                                        Number
                                                                       -------
PART I - CONSOLIDATED FINANCIAL INFORMATION

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         9

PART II - OTHER INFORMATION

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

SIGNATURES                                                                11


<PAGE>
                              TECHE HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                    At           At
                                                                 March 31,  September 30,
                                                                    2000        1999*
                                                                ---------   ------------
                                                                (unaudited)
<S>                                                            <C>          <C>
ASSETS
Cash and cash equivalents ...................................   $  11,968    $  10,292
Securities available-for-sale, at estimated
  market value (amortized cost of $53,025 and $64,832) ......      59,156       63,460
Securities held to maturity .................................       3,143            -
Loans receivable, net of allowance for loan losses
  of $3,566 and $3,537) .....................................     360,844      342,986
Accrued interest receivable .................................       2,185        2,159
Investment in Federal Home Loan Bank stock, at cost .........       5,036        4,229
Real estate owned, net ......................................         129          178
Prepaid expenses and other assets ...........................         844          621
Premises and equipment, at cost less accumulated depreciation       9,603       10,340
                                                                ---------    ---------
      TOTAL ASSETS ..........................................   $ 452,908    $ 434,265
                                                                =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits ....................................................   $ 304,305    $ 303,084
Advances from Federal Home Loan Bank ........................      98,494       78,682
Advance payments by borrowers for taxes and insurance .......       1,317        1,578
Accrued interest payable ....................................         220          432
Accounts payable and other liabilities ......................       1,693        1,722
Deferred income taxes .......................................         285           67
                                                                ---------    ---------
      Total liabilities .....................................     406,314      385,565


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common stock, $.01 par value, 10,000,000 shares
    authorized; 4,232,000 shares issued .....................          42           42
  Preferred stock, 5,000,000 shares authorized;
    none issued .............................................           -            -
  Additional paid in capital ................................      42,171       42,153
  Retained earnings .........................................      32,124       30,928
  Unearned ESOP shares ......................................      (1,588)      (1,754)
  Unearned Compensation (MSP) ...............................        (214)        (390)
  Treasury stock - 1,724,000 and 1,496,000 shares, at cost ..     (24,571)     (21,387)
  Unrealized (loss) on securities available-for-sale, net of
    deferred income taxes ...................................      (1,370)        (892)
                                                                ---------    ---------
      Total stockholders' equity ............................      46,594       48,700
                                                                ---------    ---------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............   $ 452,908    $ 434,265
                                                                =========    =========
</TABLE>
- ------------------------
*    The  consolidated  balance  sheet at September 30, 1999 has been taken from
     the audited balance sheet at that date. See notes to unaudited consolidated
     financial statements.

See notes to unaudited consolidted financial statements

                                       1
<PAGE>
                              TECHE HOLDING COMPANY
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                               For Three Months          For Six Months
                                                Ended March 31,          Ended March 31,
                                          -----------------------   ----------------------
                                              2000         1999         2000       1999
                                          ----------   ----------   -----------  ---------
<S>                                      <C>          <C>          <C>          <C>
INTEREST INCOME
  Interest and fees on loans ..........   $    6,903   $    6,652   $   13,604   $   13,320
  Interest and dividends on investments        1,091          673        2,180        1,269
  Other interest income ...............           49          174           87          330
                                          ----------   ----------   ----------   ----------
                                               8,043        7,499       15,871       14,919
                                          ----------   ----------   ----------   ----------
INTEREST EXPENSE:
  Deposits ............................        3,179        3,120        6,402        6,265
  Advances from Federal Home Loan Bank         1,350          868        2,485        1,769
  Other borrowed money ................            -           11            -          111
                                          ----------   ----------   ----------   ----------
                                               4,529        3,999        8,887        8,145
                                          ----------   ----------   ----------   ----------
NET INTEREST INCOME ...................        3,514        3,500        6,984        6,774
PROVISION FOR LOAN LOSSES .............           30           45           60           90
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES .....................        3,484        3,455        6,924        6,684
                                          ----------   ----------   ----------   ----------

NON-INTEREST INCOME:
  Service charges and other ...........        1,189          981        2,393        2,057
  Gain on sale of real estate owned ...           47           16           54           16
  Gain on sale of fixed assets ........           85            -           85            -
  Other income ........................           49           19          116           40
                                          ----------   ----------   ----------   ----------
TOTAL NON-INTEREST INCOME .............        1,370        1,016        2,648        2,113
                                          ----------   ----------   ----------   ----------

Gain on sale of securities ............            -            2            -            2

NON-INTEREST EXPENSE:
  Compensation and employee benefits ..        1,716        1,477        3,330        2,933
  Occupancy expense ...................          740          685        1,503        1,322
  Marketing and professional ..........          281          259          542          447
  Other operating expenses ............          744          740        1,494        1,415
                                          ----------   ----------   ----------   ----------
      TOTAL NON-INTEREST EXPENSE ......        3,481        3,161        6,869        6,117
                                          ----------   ----------   ----------   ----------
INCOME BEFORE INCOME TAXES ............        1,373        1,312        2,703        2,682
                                          ----------   ----------   ----------   ----------
INCOME TAXES ..........................          453          459          919          939
                                          ----------   ----------   ----------   ----------
NET INCOME ............................   $      920   $      853   $    1,784   $    1,743
                                          ==========   ==========   ==========   ==========
BASIC EARNINGS PER COMMON SHARE .......   $      .40   $      .32   $      .75          .64
                                          ==========   ==========   ==========   ==========
DILUTED EARNINGS PER COMMON SHARE .....   $      .39   $      .32   $      .75          .63
                                          ==========   ==========   ==========   ==========

SHARES OUTSTANDING FOR EPS CALCULATIONS
          BASIC .......................    2,326,000    2,696,000    2,369,000    2,721,000
          DILUTED .....................    2,339,000    2,738,000    2,385,000    2,762,000
</TABLE>

See notes to unaudited consolidated financial statements.

                                       2
<PAGE>
                              TECHE HOLDING COMPANY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                               For the Six Months
                                                                                 Ended March 31,
                                                                              --------------------
                                                                                 2000         1999
                                                                              ---------   ---------
<S>                                                                          <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income ..........................................................        $  1,784    $  1,743
  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 ...............................             (41)         21
      Provision for loan losses ......................................              60          90
      Depreciation ...................................................             555         410
      Accretion of deferred loan fees and other ......................             (31)        (25)
      Accretion of discounts on loans ................................             (42)       (163)
      Other items - net ..............................................             308        (312)
                                                                              --------    --------
          Net cash provided by operating activities ..................           2,593       1,764
                                                                              --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of investment securities available for sale ...............          (1,995)    (24,800)
  Proceeds from maturities of investment securities available for sale           1,010          10
  Principal repayments on mortgage-backed securities available
    for sale .........................................................           4,595       7,869
  Loans originated, net of repayments ................................         (17,845)     10,896
  Investment in FHLB stock ...........................................            (807)       (110)
  Purchase of premises and equipment .................................            (327)     (1,455)
  Sales of investment securities available-for-sale ..................               -         232
  Net decrease in certificates of deposit ............................               -         658
  Purchase of mortgage-backed securities held to maturity ............          (3,416)          -
  Proceeds of sales of premises and equipment ........................             595           -
  Principal repayments on mortgage-backed securities held to maturity              273           -
                                                                              --------    --------
      Net cash used in investing activities ..........................         (17,917)     (6,700)
                                                                              --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits ...........................................           1,221      20,341
  Net (decrease) increase in FHLB advances ...........................          19,812      (3,320)
  Net (decrease) increase in advance payments by borrowers for
    taxes and insurance ..............................................            (261)       (378)
  Dividends paid .....................................................            (588)       (692)
  Purchase of common stock for treasury ..............................          (3,184      (7,501)
  Borrowings under loan agreement ....................................               -       6,767
  Repayments of borrowings under loan agreement ......................               -      (7,114)
                                                                              --------    --------
      Net cash provided by financing activities ......................          17,000       8,103
                                                                              --------    --------

NET INCREASE IN CASH .................................................           1,676       3,167
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .......................          10,292      10,680
                                                                              --------    --------
CASH AND CASH EQUIVALENTS, END OF YEAR ...............................        $ 11,968    $ 13,847
                                                                              ========    ========
</TABLE>

See notes to unaudited consolidated financial statements.

                                       3
<PAGE>

                              TECHE HOLDING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - PRINCIPLES OF CONSOLIDATION

         The consolidated  financial  statements as of and for the three and six
         month  periods  ended March 31, 2000 and 1999  include the  accounts of
         Teche Holding Company (the "Company") and its subsidiary, Teche Federal
         Savings  Bank  (the  "Bank").   The  Company's  business  is  conducted
         principally through the Bank. All significant intercompany accounts and
         transactions have been eliminated in consolidation.

NOTE 2 - BASIS OF PRESENTATION

         The  accompanying  consolidated  financial  statements were prepared in
         accordance  with  instructions  for Form  10-Q and,  therefore,  do not
         include  all  information  necessary  for a  complete  presentation  of
         consolidated financial condition, results of operations, and cash flows
         in conformity with generally accepted accounting  principles.  However,
         all adjustments, consisting of normal recurring accruals, which, in the
         opinion of  management,  are necessary for a fair  presentation  of the
         consolidated  financial  statements have been included.  The results of
         operations  for the period  ended  March 31,  2000 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 and six months
         ended March 31, 2000 and 1999.
<TABLE>
<CAPTION>
                                                        Three Months Ended             Six Months Ended
                                                            March 31,                      March 31,
                                                            ---------                      ---------
                                                        2000            1999           2000           1999
                                                        ----            ----           ----           ----
                                                                      (In thousands)
<S>                                                   <C>            <C>            <C>             <C>
Weighted average number of common
  shares outstanding - used in computation
  of basic income per common share...............       2,326          2,696          2,369           2,721
Effective of dilutive securities:
  Stock options..................................           -             22              -              24
  MSP stock grants...............................          13             20             16              17
                                                        -----          -----          -----           -----
Weighted  average  number of common
  shares  outstanding  plus effect of dilutive
  securities - used in computation of diluted
  net income per common share...................        2,339          2,738          2,385           2,762
                                                        =====          =====          =====           =====
</TABLE>
                                       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 six months ended March 31, 2000 and
1999.

                                                       2000           1999
                                                      ------         ------
Net income                                            $1,784         $1,743
Other comprehensive income (loss), net of tax
                                                        (478)          (157)
                                                      ------         ------
Total Comprehensive Income                            $1,306         $1,586
                                                      ======         ======



                                       5


<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                    General

The  Company  may  from  time  to time  make  written  or oral  "forward-looking
statements"   including  statements  contained  in  this  Report  and  in  other
communications by the Company which are made in good faith pursuant to the "safe
harbor"  provisions  of the Private  Securities  Litigation  Reform Act of 1995.
These  forward-looking  statements,  such as statements of the Company's  plans,
objectives,   expectations,   estimates  and   intentions,   involve  risks  and
uncertainties and are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,   inflation,   interest  rate,   market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the Company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes;  acquisitions;  changes in consumer spending
and saving habits; and the success of the Company at managing the risks involved
in the foregoing.

Comparison of Financial Condition at March 31, 2000 and September 30, 1999

The  Company's  total  assets at March 31, 2000 and  September  30, 1999 totaled
$452.9 million and $434.3 million, respectively, an increase of $18.6 million or
4.3%.

Securities  available-for-sale  totaled $59.2  million at March 31, 2000,  which
represents a decrease of $4.3 million or 6.8% as compared to September 30, 1999,
due to maturity of securities during this period.

Loans receivable  totaled $360.8 million at March 31, 2000 which  represented an
increase of $17.9 million or 5.2% compared to September 30, 1999.  This increase
was primarily due to increased loan originations during the period.

Total  deposits  increased to $304.3  million at March 31, 2000,  an increase of
$1.2 million or 0.4% as compared to September 30, 1999.

Advances  from the Federal Home Loan Bank  ("FHLB")  increased  $19.8 million or
25.2% to $98.5  million at March 31, 2000 from $78.7  million at  September  30,
1999,  primarily in order to fund loan growth during the period.  As part of the
Bank's interest rate risk management  strategy,  the Bank borrowed $15.0 million
from the FHLB on March 30, 2000.  This borrowing from the FHLB has a twenty year
term with a 30 year amortization  schedule, an interest rate of 7.70% and can be
prepaid after five years without penalty.  While the purpose of the advance from
the FHLB was to manage interest rate risk in a rising interest rate environment,
this  borrowing  is  expected to increase  the Bank's  interest  expense and may
adversely effect net interest income in future periods.


                                       6

<PAGE>

Stockholders'  equity  decreased to $46.6 million at March 31, 2000,  from $48.7
million at September 30, 1999,  primarily as a result of stock  repurchased  and
cash  dividends  paid,  offset  somewhat by earnings  for the six month  period.
During  the six month  period,  the  Company  repurchased  227,528  shares at an
average price of $13.95 per share.

Comparison  of  Operating  Results for the Three and Six Months  Ended March 31,
2000 and 1999

Net Income.  The Company had net income of $920,000 and $1,784,000 for the three
and six months  ended March 31,  2000 as compared to net income of $853,000  and
$1,743,000   for  the  three  and  six  month  periods  ended  March  31,  1999,
respectively.  The increases  during both periods were due primarily to gains on
sales of real estate owned and fixed assets.

Total Interest  Income.  Total interest income increased by $544,000 or 7.3% and
$952,000  or  6.4%  for  the  three  and  six  months   ended  March  31,  2000,
respectively,  as  compared  to the  same  periods  ending  March  31,  1999 due
primarily to an increase in the average  balances of loans. The average yield on
loans  decreased  to 7.72% for the six months ended March 31, 2000 from 7.81% in
1999.

Total Interest Expense.  Total interest expense increased 13.3% and 9.1% for the
three and six month  periods  primarily  due to an increase in advances from the
Federal Home Loan Bank.

Net Interest Income. Net interest income remained relatively stable,  increasing
0.4% and 3.1% for the three and six  month  periods  ended  March 31,  2000,  as
compared to the same periods ended March 31, 1999.

Provision for Loan Losses.  The provision for loan losses decreased  $15,000 and
$30,000, respectively, for the three and six month periods ended March 31, 2000,
as compared to the same periods in 1999.

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 $354,000 and $535,000
for the three and six month periods ended March 31, 2000,  primarily due to gain
on sales of real estate  owned and fixed  assets.

Non-interest   Expense.   Total  non-interest  expense  increased  $320,000  and
$752,000, respectively, during the three and six months ended March 31, 2000, as
compared to the same periods in 1999 due primarily to increases in  compensation
and employee benefits and occupancy expense.  Occupancy expense increased during
the periods due to the opening of four branch offices in 1999.

                                       7


<PAGE>

Income Tax Expense.  Income taxes remained  relatively stable as a percentage of
income before income taxes.

Liquidity and Capital Resources

Under current  Office of Thrift  Supervision  ("OTS")  regulations,  the Bank is
required to maintain certain levels of capital.  On March 31, 2000, the Bank was
in compliance with its three regulatory capital requirements as follows:

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

Tangible capital                    $43,243             9.53
Tangible capital requirement          9,071             2.00
                                    -------             ----
Excess over requirement             $34,172             7.53
                                    =======             ====

Core capital                        $43,243             9.53
Core capital requirement             18,142             4.00
                                    -------             ----
Excess over requirement             $25,101             5.53
                                    =======             ====

Risk based capital                  $46,385            18.47
Risk based capital requirement       20,088             8.00
                                    -------             ----
Excess over requirement             $26,297            10.47
                                    =======            =====


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 March 31, 2000,  such  borrowed  funds totaled $98.5
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.
                                       8

<PAGE>

Year 2000

         Like many  financial  institutions,  the Company relies on computers to
conduct its business and information systems  processing.  Industry experts were
concerned that on January 1, 2000, some computers might not be able to interpret
the new year properly,  causing  computer  malfunctions.  Some banking  industry
experts  remain  concerned  that  some  computers  may not be able to  interpret
additional  dates in the year  2000  properly.  The  Company  has  operated  and
evaluated its computer  operating  systems following January 1, 2000 and has not
identified  any errors or  experienced  any computer  system  malfunctions.  The
Company will continue to monitor its  information  systems to assess whether its
systems  are at risk of  misinterpreting  any  future  dates  and  will  develop
appropriate  contingency  plans to prevent any potential  system  malfunction or
correct  any system  failures.  The  Company  has not been  informed of any such
problem experienced by its vendors or its customers, nor by any of the municipal
agencies that provide services to the Company.

         Nevertheless,  it is too soon to  conclude  that  there will not be any
problems  arising  from  the  Year  2000  problem,  particularly  at some of the
Company's vendors.  The Company will continue to monitor its significant vendors
of goods and services  with respect to Year 2000  problems they may encounter as
those issues may effect the Company's ability to continue  operations,  or might
adversely  affect the Company's  financial  position,  results of operations and
cash  flows.  The  Company  does not  believe at this time that these  potential
problems  will  materially  impact the ability of the  Company to  continue  its
operations, however, no assurance can be given that this will be the case.

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 Company's
Annual Report for the year ended September 30, 1999.

Key Operating Ratios
<TABLE>
<CAPTION>

                                       At or For the Three Months Ended    At or For Six Months Ended
                                       --------------------------------   ----------------------------
                                                  March 31,                          March 31,
                                       ----------------------------       ---------------------------
                                          2000(1)           1999(1)          2000(1)          1999(1)
                                       -----------          -------       ----------          -------
                                                  (Unaudited)                     (Unaudited)

<S>                                     <C>              <C>              <C>              <C>
Return on average assets ...........        0.83%            0.82%            0.81%            0.84%
Return on average equity ...........        7.95%            6.63%            7.63%            6.72%
Average interest rate spread .......        2.78%            2.79%            2.76%            2.71%
Nonperforming assets to total assets        0.19%            0.17%            0.19%            0.17%
Nonperforming loans to total loans .        0.24%            0.21%            0.24%            0.21%
Average net interest margin ........        3.31%            3.42%            3.31%            3.36%
Tangible book value per share ......       $18.52          $17.54           $18.52           $17.54
</TABLE>

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





                                       9
<PAGE>



                     TECHE HOLDING COMPANY AND SUBSIDIARIES

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

               Neither  the  Company  nor the  Bank  was  engaged  in any  legal
               proceeding of a material  nature at March 31, 2000.  From time to
               time, the Company is a party to legal proceedings in the ordinary
               course of business  wherein it enforces its security  interest in
               loans.

ITEM 2.  CHANGES IN SECURITIES

               Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

               Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               On January  19,  2000,  the  Company  held its annual  meeting of
               stockholders and the following items were presented:

               Election of  Directors:  Henry L.  Friedman,  Robert Earl Mouton,
               Christian  Olivier,  Jr.,W.  Ross Little,  Jr., were reelected as
               directors for terms of three years ending in 2003.  Mr.  Friedman
               received 2,316,676 votes in favor and 60,563 votes were withheld.
               Mr.  Mouton  received  2,316,676  votes in favor and 59,783 votes
               were withheld.  Mr. Olivier received 2,315,576 votes in favor and
               61,663 votes were withheld.  Mr. Little received  2,316,114 votes
               in favor and 61,125 votes were withheld.

               Ratification  of the  appointment of Deloitte & Touche LLP as the
               Company's  auditors for the 2000 fiscal  year:  Deloitte & Touche
               LLP was ratified as the Company's  auditors with 2,363,551  votes
               for, 4,352 votes against, and 9,336 abstentions.

ITEM 5.  OTHER MATERIALLY IMPORTANT EVENTS

               Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         27    Financial Data Schedule*

               (b)     Reports on Form 8-K

                       None.

                                       10
<PAGE>



                                   SIGNATURES


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


                                   TECHE HOLDING COMPANY



Date: May 15, 2000         By:     /s/Patrick O. Little
                                   ----------------------------------------
                                   Patrick O. Little
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)



Date: May 15, 2000         By:     /s/J.L. Chauvin
                                   ----------------------------------------
                                   J. L. Chauvin
                                   Vice President and Chief Financial Officer
                                   (Principal Accounting Officer)

                                       11

<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>                                     6-MOS
<FISCAL-YEAR-END>                           SEP-30-2000
<PERIOD-END>                                MAR-31-2000
<CASH>                                           10,603
<INT-BEARING-DEPOSITS>                            1,365
<FED-FUNDS-SOLD>                                      0
<TRADING-ASSETS>                                      0
<INVESTMENTS-HELD-FOR-SALE>                      59,156
<INVESTMENTS-CARRYING>                                0
<INVESTMENTS-MARKET>                                  0
<LOANS>                                         364,410
<ALLOWANCE>                                       3,566
<TOTAL-ASSETS>                                  452,908
<DEPOSITS>                                      304,305
<SHORT-TERM>                                     58,951
<LIABILITIES-OTHER>                               3,515
<LONG-TERM>                                      39,543
                                 0
                                           0
<COMMON>                                             42
<OTHER-SE>                                       46,552
<TOTAL-LIABILITIES-AND-EQUITY>                  452,908
<INTEREST-LOAN>                                  13,604
<INTEREST-INVEST>                                 2,180
<INTEREST-OTHER>                                     87
<INTEREST-TOTAL>                                 15,871
<INTEREST-DEPOSIT>                                6,402
<INTEREST-EXPENSE>                                8,887
<INTEREST-INCOME-NET>                             6,984
<LOAN-LOSSES>                                        60
<SECURITIES-GAINS>                                    0
<EXPENSE-OTHER>                                   6,869
<INCOME-PRETAX>                                   2,703
<INCOME-PRE-EXTRAORDINARY>                        2,703
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                      1,784
<EPS-BASIC>                                        0.75
<EPS-DILUTED>                                      0.75
<YIELD-ACTUAL>                                     2.78
<LOANS-NON>                                       1,158
<LOANS-PAST>                                          0
<LOANS-TROUBLED>                                      0
<LOANS-PROBLEM>                                       0
<ALLOWANCE-OPEN>                                  3,537
<CHARGE-OFFS>                                        16
<RECOVERIES>                                         15
<ALLOWANCE-CLOSE>                                 3,566
<ALLOWANCE-DOMESTIC>                                  0
<ALLOWANCE-FOREIGN>                                   0
<ALLOWANCE-UNALLOCATED>                               0



</TABLE>


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