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, 2004
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OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 001-13712
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TECHE HOLDING COMPANY
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(Exact name of registrant as specified in its charter)
Louisiana 72-1287456
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
211 Willow Street, Franklin, Louisiana 70538
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (337) 828-3212
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N/A
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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 May 14, 2004.
Class Outstanding
- ----------------------------- -------------------
$.01 par value common stock 2,276,463
TECHE HOLDING COMPANY
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2004
INDEX
Page
Number
------
PART I - CONSOLIDATED FINANCIAL INFORMATION
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
Item 4. Controls and Procedures 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities, Use of Proceeds and Issuer
Purchases of Equity 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 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
TECHE HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
At At
March 31, September 30,
2004 2003*
---------------- ------------
(unaudited)
ASSETS
Cash and cash equivalents............................................ $ 15,878 $ 14,439
Securities available-for-sale, at
fair value (amortized cost of $107,510 and $100,302)............... 107,237 99,378
Securities held to maturity (estimated fair value
of $26,395 and $30,714).... 25,934 30,269
Loans receivable, net of allowance for loan losses
of $3,401 and $3,397).............................................. 390,866 357,130
Accrued interest receivable.......................................... 2,251 2,251
Investment in Federal Home Loan Bank stock, at cost.................. 7,767 6,477
Real estate owned, net............................................... 105 268
Prepaid expenses and other assets.................................... 1,193 877
Life insurance contracts............................................. 9,583 9,324
Premises and equipment, at cost less accumulated depreciation........ 18,207 16,533
-------- --------
TOTAL ASSETS................................................... $579,021 $536,946
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits............................................................. $363,215 $349,268
Advances from Federal Home Loan Bank................................. 153,766 126,310
Advance payments by borrowers for taxes and insurance................ 838 1,385
Accrued interest payable............................................. 635 624
Accounts payable and other liabilities............................... 1,954 2,363
-------- --------
Total liabilities.............................................. 520,408 479,950
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 10,000,000 shares
authorized; 4,392,313 shares issued.............................. 44 44
Preferred stock, 5,000,000 shares authorized;
none issued...................................................... - -
Additional paid in capital......................................... 46,053 45,701
Retained earnings.................................................. 48,899 46,598
Unearned ESOP shares............................................... (352) (424)
Treasury stock - 2,190,000 and 2,148,000 shares, at cost........... (35,854) (34,322)
Unrealized gain on securities available-for-sale, net of
deferred income taxes............................................ (177) (601)
-------- --------
Total stockholders' equity..................................... 58,613 56,996
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................... $579,021 $536,946
======== ========
- --------------------
*The consolidated balance sheet at September 30, 2003 has been taken from the
audited balance sheet at that date. See notes to unaudited consolidated
financial statements.
1
TECHE HOLDING COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
For Three Months For Six Months
Ended March 31, Ended March 31,
--------------- -------------- ------------- ----------
2004 2003 2004 2003
--------------- -------------- ------------- ----------
INTEREST INCOME
Interest and fees on loans........................... $ 6,235 $ 6,362 $ 12,286 $ 13,029
Interest and dividends on investments................ 1,285 938 2,489 1,939
Other interest income................................ 4 90 9 185
--------- --------- --------- ---------
7,524 7,390 14,784 15,153
--------- --------- --------- ---------
INTEREST EXPENSE:
Deposits............................................. 1,564 1,986 3,203 4,170
Advances from Federal Home Loan Bank................. 1,607 1,485 3,136 2,994
--------- --------- --------- ---------
3,171 3,471 6,339 7,164
--------- --------- --------- ---------
NET INTEREST INCOME.................................... 4,353 3,919 8,445 7,989
PROVISION FOR LOAN LOSSES.............................. 15 15 30 45
--------- --------- --------- ---------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES...................................... 4,338 3,904 8,415 7,944
--------- --------- --------- ---------
NON-INTEREST INCOME:
Service charges and other............................ 2,204 1,893 4,440 3,895
(Loss) Gain on sale of real estate owned............. - (15) 18 (16)
(Loss) Gain on sale of fixed assets.................. (2) 2 91 2
Other income......................................... 211 187 409 488
--------- --------- --------- ---------
TOTAL NON-INTEREST INCOME........................ 2,413 2,067 4,958 4,369
--------- --------- --------- ---------
Gain on sale of securities ............................ 32 19 32 19
NON-INTEREST EXPENSE:
Compensation and employee benefits................... 2,196 1,842 4,298 3,756
Occupancy expense.................................... 987 902 1,915 1,730
Marketing and professional........................... 580 412 1,106 891
Other operating expenses............................. 832 758 1,494 1,417
--------- --------- --------- ---------
TOTAL NON-INTEREST EXPENSE....................... 4,595 3,914 8,813 7,794
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES............................. 2,188 2,076 4,592 4,538
INCOME TAXES........................................... 700 717 1,469 1,566
--------- --------- --------- ---------
NET INCOME............................................. $ 1,488 $ 1,359 $ 3,123 $ 2,972
========= ========= ========= =========
BASIC EARNINGS PER COMMON SHARE........................ $ 0.67 $ 0.60 $ 1.40 $ 1.31
========= ========= ========= =========
DILUTED EARNINGS PER COMMON SHARE...................... $ 0.62 $ 0.56 $ 1.31 $ 1.23
========= ========= ========= =========
SHARES OUTSTANDING FOR EARNINGS PER
SHARE CALCULATIONS
BASIC........................................ 2,226,000 2,270,000 2,224,000 2,275,000
DILUTED...................................... 2,385,000 2,423,000 2,393,000 2,424,000
See notes to unaudited consolidated financial statements.
2
TECHE HOLDING COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
For the Six Months
Ended March 31,
2004 2003
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ........................................................... $ 3,123 $ 2,972
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................................... 275 561
Provision for loan losses.......................................... 30 45
Depreciation....................................................... 486 462
Decrease in accrued interest receivable............................ -- 292
(Increase) decrease in prepaid expenses and other assets........... (316) 86
Decrease in accounts payable and other liabilities................. (409) (660)
Other items - net.................................................. (128) 611
-------- -------
Net cash provided by operating activities.......................... 3,061 4,369
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of securities available for sale.............................. (20,655) (30,354)
Principal repayments on mortgage-backed securities available
for sale............................................................. 13,172 15,424
Loan originations net of repayments.................................... (33,718) (3,160)
Investment in FHLB stock............................................... (1,290) (69)
Purchase of premises and equipment ............................... (2,160) (340)
Other.................................................................. -- 134
Principal repayments on mortgage-backed securities held to maturity.... 4,335 10,167
-------- -------
Net cash used in investing activities.............................. (40,316) (8,198)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits............................................... 13,947 15,214
Net increase (decrease) in FHLB advances............................... 27,456 (3,227)
Net decrease in advance payments by borrowers for
taxes and insurance.................................................. (547) (229)
Dividends paid......................................................... (630) (565)
Purchase of common stock for treasury.................................. (1,532) (1,695)
-------- -------
Net cash provided by financing activities.......................... 38,694 9,498
-------- -------
NET INCREASE IN CASH..................................................... 1,439 5,669
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD........................... 14,439 35,375
-------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD................................. $ 15,878 $41,044
======== =======
See notes to unaudited consolidated financial statements.
3
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, 2004 and 2003 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 accounting principles generally accepted in the
United States of America. 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, 2004 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, 2004 and 2003.
Three Months Ended Six Months Ended
March 31, March 31,
------------ ----------- ------------ -----------
2004 2003 2004 2003
------------ ----------- ----------- -----------
(In thousands)
Weighted average number of common
shares outstanding - used in computation
of basic income per common share................ 2,226 2,270 2,224 2,275
Effect of dilutive securities:
Stock options................................... 159 153 169 149
----- ----- ----- -----
Weighted average number of common shares
outstanding plus effect of dilutive
securities - used in computation of diluted
net income per common share..................... 2,385 2,423 2,393 2,424
===== ===== ===== =====
4
NOTE 4 - COMPREHENSIVE INCOME
Comprehensive income includes net income and other comprehensive income
which, in the case of the Company, only includes unrealized gains and
losses on securities available-for-sale. Following is a summary of the
Company's comprehensive income for the three and six months ended March
31, 2004 and 2003.
For three months For six months
Ended March 31, Ended March 31,
---------------------- -----------------------
2004 2003 2004 2003
------ ---- ----- ----
Net Income $1,488 $1,359 $3,123 $2,972
Other comprehensive income (loss), net of tax 542 (55) 424 (185)
------ ------ ------ ------
Total comprehensive income $2,030 $1,304 $3,547 $2,787
====== ====== ====== ======
NOTE 5 - STOCK BASED COMPENSATION
The Company applies the Accounting Principles Board (APB) Opinion No.
25 and related interpretations in accounting for its stock options.
Accordingly, no compensation cost has been recognized. The Company has
adopted the disclosure-only option under SFAS No. 123. Had compensation
costs for the Company's stock options been determined based on the fair
value at the grant date, consistent with the method under SFAS No. 123,
the Company's net income and income per share would have been as
indicated below:
For three months For six months
Ended March 31, Ended March 31,
-------------------- --------------------
2004 2003 2004 2003
---- ---- ---- ----
Net Income
As reported $1,488 $1,359 $3,123 $2,972
Deduct total stock based compensation
determined under fair value method (50) (35) (100) (60)
------ ------ ------ ------
Pro forma $1,438 $1,324 $3,023 $2,912
====== ====== ====== ======
Basic income per share:
As reported $ 0.67 $ 0.60 $ 1.40 $ 1.31
Pro forma $ 0.62 $ 0.56 $ 1.31 $ 1.23
Diluted income per share:
As reported $ 0.65 $ 0.58 $ 1.36 $ 1.28
Pro forma $ 0.60 $ 0.55 $ 1.26 $ 1.20
5
NOTE 6 - RECENT DEVELOPMENTS
On March 4, 2004, the Company entered into an Agreement and Plan of
Merger ("Merger Agreement") with St. Landry Financial Corporation.
Pursuant to the Merger Agreement, the Company will acquire each issued
and outstanding share of St. Landry Financial Corporation common stock
in exchange for $27.00 in cash, or approximately $10.1 million in
aggregate consideration. The Company will be the surviving entity in
the merger. The merger is subject to customary conditions to
consummation including, among other things, regulatory and stockholder
approvals. The Company has filed all necessary regulatory applications
relating to the proposed merger with the Office of Thrift Supervision
("OTS"). The OTS deemed the Company's regulatory applications complete
effective May 13, 2004. St. Landry Financial Corporation has called a
special meeting of stockholders to vote on the Merger Agreement for
June 15, 2004. Assuming the satisfaction of all conditions precedent
to the merger, the merger is expected to be consummated in July 2004.
6
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 rates, 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, 2004 and September 30, 2003
The Company's total assets at March 31, 2004 and September 30, 2003 totaled
$579.0 million and $536.9 million, respectively, an increase of $42.1 million or
7.8%.
Securities available-for-sale totaled $107.2 million and securities held to
maturity totaled $25.9 million at March 31, 2004, which represents an aggregate
increase of $3.5 million or 2.7% as compared to September 30, 2003.
Loans receivable totaled $390.9 million at March 31, 2004, which represented a
$33.7 million or 9.4% increase compared to September 30, 2003. The Company has
de-emphasized long-term fixed rate mortgage loans in view of the low interest
rate environment, which has resulted in repayments of long term fixed rate
mortgage loans exceeding loan originations of such loans by the Company. While
mortgage loans decreased during the quarter and six month periods, consumer and
commercial loans increased by $35.9, which resulted in the overall $33.7 million
increase in loans receivable.
Total deposits, after interest credited, at March 31, 2004, were $363.2 million,
which represents an increase of $13.9 million or 4.0% as compared to September
30, 2003.
At March 31, 2004, advances increased $27.4 million or 21.7% as compared to the
amount at September 30, 2003, primarily to fund growth in net loans and to
purchase investment securities.
7
Stockholders' equity increased to $58.6 million at March 31, 2004, from $57.0
million at September 30, 2003, primarily due to earnings, offset partially by
dividends and stock repurchased. During the six month period ended March 31,
2004, the Company repurchased 42,320 shares at an average price of approximately
$36.18 per share.
Comparison of Operating Results for the Three and Six Months Ended March 31,
2004 and 2003
Net Income. The Company had net income of $1,488,000 or $0.62 per diluted share,
and $3,123,000 or $1.31 per share, for the three and six months ended March 31,
2004 as compared to net income of $1,359,000 or $0.56 per share, and $2,972,000
or $1.23 per share, for the three and six month periods ended March 31, 2003,
respectively.
Total Interest Income. Total interest income increased $134,000 or 1.8% and
decreased $369,000 or 2.4% for the three and six months ended March 31, 2004,
respectively, as compared to the same periods ended March 31, 2003. The average
balance of loans increased in the 2004 periods as compared to the 2003 periods
but the increases were more than offset by a decrease in the average yield on
loans to 6.49% for the six months ended March 31, 2004, from 7.46% for the same
period in 2003.
Total Interest Expense. Total interest expense decreased $300,000 or 9.5% and
$0.8 million or 13.0%, respectively, for the three and six month periods ended
March 31, 2004 due to a decrease in interest rates paid on deposits and
advances.
Net Interest Income. Net interest income increased $434,000 or 11.1% and
$456,000 or 5.7% for the three and six month periods ended March 31, 2004, as
compared to the same periods ended March 31, 2003. Interest rates paid on
deposits and advances continued to decrease during the periods as a result of
lower market interest rates. Additionally, the Company increased the origination
of consumer and commercial loans, which have higher interest rates than mortgage
loans.
Provision for Loan Losses. The provision for loan losses decreased $0 and
$15,000, respectively, for the three and six month periods ended March 31, 2004,
as compared to the same periods in 2003, due primarily to management's
assessment of the performance of the loan portfolio.
Management periodically estimates the likely level of losses to determine
whether the allowance for loan losses is adequate to absorb probable 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. These estimates are made at
least every quarter and there has been no significant changes in the Company's
estimation methods during the current period.
Management's judgment as to the level of the allowance for loan losses involves
the consideration of current 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. In addition, management considers changes in loan
concentrations, quality and terms that occurred during the period in determining
the appropriate amount of the allowance for loan losses. Because certain types
of loans have higher credit risk, greater concentrations of such loans may
result in an increase to the allowance. For this reason, management
8
segregates the loan portfolio by type of loan and number of days of past due
loans. Management also considers qualitative factors in determining the amount
of the allowance such as the level of and trends in non-performing loans during
the period, the Bank's historical loss experience and historical charge-off
percentages for state and national savings associations for similar types of
loans. Because the Bank's charge-offs have historically been low and,
consequently, additions to the allowance have been more reflective of other
qualitative factors such as the types of loans added during the period and
statistical analysis of local and national charge-off percentages.
Non-Interest Income. Total non-interest income increased $346,000 and $589,000
for the three and six month periods ended March 31, 2004, respectively,
primarily due to an increase in fee income from demand deposit accounts, as
compared to the same periods in 2003. The increase is attributable to
management's continuing focus on charging appropriate fees for the Bank's
services and also to a higher volume of service charge transactions and
accounts.
Gain on Sale of Securities. The Company realized a gain of $32,000 in the three
and six month periods ended March 31, 2004 from the sale of equity securities.
Non-Interest Expense. Total non-interest expense increased $681,000 and
$1,019,000 respectively, during the three and six months ended March 31, 2004,
as compared to the same periods in 2003 due primarily to new branches opened in
the Baton Rouge and Lafayette markets.
Income Tax Expense. Income taxes remained relatively stable for the three and
six months periods.
9
Liquidity and Capital Resources
Under current OTS regulations, the Bank is required to maintain certain levels
of capital. As of March 31, 2004, the Bank was in compliance with its three
regulatory capital requirements as follows:
Amount Percent
(In thousands)
Tangible capital........................... $51,047 8.83%
Tangible capital requirement............... 11,566 2.00%
------- ------
Excess over requirement.................... $39,481 6.83%
======= ======
Core capital............................... $51,047 8.83%
Core capital requirement................... 23,131 4.00%
------- ------
Excess over requirement.................... $27,916 4.83%
======= ======
Risk based capital......................... $54,350 16.35%
Risk based capital requirement............. 26,592 8.00%
------- ------
Excess over requirement.................... $27,758 8.35%
======= ======
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
repayments 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, 2004, such borrowed funds totaled $153.8
million. Loan payments, maturing investments and mortgage-backed security
prepayments are greatly influenced by general interest rates, economic
conditions and competition.
Quantitative and Qualitative Disclosures About Market Risk
There have been no significant changes from the information regarding market
risk disclosed under the heading "Asset and Liability Management" in the
Company's Annual Report for the fiscal year ended September 30, 2003.
10
Key Operating Ratios
At or For the At or For the
Three Months Ended Six Months Ended
March 31, March 31,
----------- ----------
2004(1) 2003(1) 2004(1) 2003(1)
------- ------- ------- -------
(Unaudited) (Unaudited)
Return on average assets............. 1.04% 1.05% 1.12% 1.15%
Return on average equity............. 10.29% 9.48% 10.88% 10.44%
Average interest rate spread......... 3.04% 2.89% 2.99% 2.95%
Nonperforming assets to total assets. 0.16% 0.28% 0.16% 0.28%
Nonperforming loans to total loans... 0.20% 0.31% 0.20% 0.31%
Average net interest margin.......... 3.29% 3.24% 3.27% 3.32%
Tangible book value per share........ $25.90 $24.79 $25.90 $24.79
- -------------------
(1) Annualized where appropriate.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Based on their evaluation
of the Company's disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")),
the Company's principal executive officer and principal financial officer
have concluded that as of the end of the period covered by this Quarterly
Report on Form 10-Q such disclosure controls and procedures are effective
to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.
(b) Changes in internal control over financial reporting. During the quarter
under report, there was no change in the Company's internal control over
financial reporting that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial
reporting.
11
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, 2004. 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, USE OF PROCEEDS AND ISSUER PURCHASES OF
EQUITY SECURITIES
The following table provides information on repurchases by the
Company of its common stock in each month of the quarter ended
March 31, 2004:
ISSUER PURCHASES OF EQUITY SECURITIES
- --------------------------------------------------------------------------------------------------------------------
(a) Total (c) TotalNumber of (d) Maximum Number (or
Number of (b) Average Shares (or Units) Approximate Dollar Value) of
Shares (or Price Paid Purchased as Part of Shares (or Units) that May yet
Units per Share Publicly Announced Be Purchased Under the Plans
Period Purchased (or Unit) Plans or Programs or Programs
- --------------------------------------------------------------------------------------------------------------------
January 1-31, 2004 - 0 - - 0 - - 0 - - 0 -
February 1-29, 2004 - 0 - - 0 - - 0 - - 0 -
March 1-31, 2004 8,100 36.30 8,100 119,260
- --------------------------------------------------------------------------------------------------------------------
Total 8,100 36.30 8,100 119,260
- --------------------------------------------------------------------------------------------------------------------
The total number of shares repurchased during the quarter was
directly related to the Company's publicly announced stock
repurchase plan.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 28, 2004, the Company held its annual meeting of
stockholders and the following items were presented:
Election of Directors: Patrick O. Little was reelected as a
director for a three year term ending in 2007 and until his
successor is elected and qualified with 2,048,991 votes in
favor and 7,529 votes withheld. Donelson T. Caffery, Jr. was
reelected as a director for a three year term ending in 2007
and until his successor is elected and qualified with
12
2,054,691 votes in favor and 1,829 votes withheld. Robert Judice,
Jr. was reelected as directors for a three year term ending in
2007 and until his successor is elected and qualified with
2,054,691 votes in favor and 1,829 votes withheld.
Ratification of the appointment of Deloitte & Touche LLP as the
Company's auditors for the 2004 fiscal year: Deloitte & Touche
LLP was ratified as the Company's auditors with 2,050,202 votes
for, 4,225 votes against, and 2,093 abstentions.
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31 Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
During the quarter ended March 31, 2004, the Company filed a
Current Report on Form 8-K dated January 29, 2004, to report
earnings for the quarter ended December 31, 2003 (Items 7
and 12).
During the quarter ended March 31, 2004, the Company filed a
Current Report on Form 8-K dated March 4, 2004, to report
the entering into of an Agreement and Plan of Merger with
St. Landry Financial Corporation (Items 5 and 7).
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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 17, 2004 By: /s/Patrick O. Little
------------------------------------------
Patrick O. Little
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 17, 2004 By: /s/J.L. Chauvin
------------------------------------------
J. L. Chauvin
Vice President and Chief Financial Officer
(Principal Accounting Officer)
14