SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 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
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 incorporation (I.R.S. employer
or organization) identification no.)
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
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of August 11, 2004.
Class Outstanding
- --------------------------- -----------
$.01 par value common stock 2,267,151
TECHE HOLDING COMPANY
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2004
INDEX
Page
Number
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PART I - CONSOLIDATED FINANCIAL INFORMATION
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
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
June 30, September 30,
2004 2003*
-------- ------------
(unaudited)
ASSETS
Cash and cash equivalents.................................................... $ 13,060 $ 14,439
Securities available for sale, at
fair value (amortized cost of $100,633 and $100,302)....................... 98,290 99,378
Securities held to maturity (estimated fair value of $23,111 and $30,714).... 23,184 30,269
Loans receivable, net of allowance for loan losses
of $3,400 and $3,397)...................................................... 406,140 357,130
Accrued interest receivable.................................................. 2,207 2,251
Investment in Federal Home Loan Bank stock, at cost.......................... 7,796 6,477
Real estate owned, net....................................................... 129 268
Prepaid expenses and other assets............................................ 1,541 877
Life insurance contracts..................................................... 9,707 9,324
Premises and equipment, at cost less accumulated depreciation................ 18,398 16,533
-------- --------
TOTAL ASSETS........................................................... $580,452 $536,946
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits..................................................................... $366,313 $349,268
Advances from Federal Home Loan Bank......................................... 152,673 126,310
Advance payments by borrowers for taxes and insurance........................ 1,126 1,385
Accrued interest payable..................................................... 665 624
Accounts payable and other liabilities....................................... 1,693 2,363
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Total liabilities...................................................... 522,470 479,950
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 10,000,000 shares authorized; 4,475,979 shares
issued at June 30 and 4,395,603
shares issued at September 30............................................ 44 44
Preferred stock, 5,000,000 shares authorized;
none issued.............................................................. - -
Additional paid in capital................................................. 45,973 45,701
Retained earnings.......................................................... 49,874 46,598
Unearned ESOP shares....................................................... (318) (424)
Treasury stock - 2,196,828 and 2,148,000 shares, at cost................... (36,068) (34,322)
Unrealized loss on securities available-for-sale, net of
deferred income taxes.................................................... (1,523) (601)
-------- --------
Total stockholders' equity............................................. 57,982 56,996
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY............................. $580,452 $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 Nine Months
Ended June 30, Ended June 30,
----------------------- ------------------------
2004 2003 2004 2003
---- ---- ---- ----
INTEREST INCOME
Interest and fees on loans........................... $6,428 $6,405 $18,714 $19,434
Interest and dividends on investments................ 1,103 817 3,592 2,756
Other interest income................................ 6 65 15 250
------ ------ ------- -------
7,537 7,287 22,321 22,440
------ ------ ------- -------
INTEREST EXPENSE:
Deposits............................................. 1,574 1,848 4,779 6,018
Advances from Federal Home Loan Bank................. 1,641 1,463 4,775 4,457
------ ------ ------- -------
3,215 3,311 9,554 10,475
------ ------ ------- -------
NET INTEREST INCOME.................................... 4,322 3,976 12,767 11,965
PROVISION FOR LOAN LOSSES.............................. 15 15 45 60
------ ------ ------- -------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES...................................... 4,307 3,961 12,722 11,905
------ ------ ------- -------
NON-INTEREST INCOME:
Service charges and other............................ 2,139 2,112 6,579 6,022
Loss on sale of real estate owned.................... - (8) 18 (22)
Gain on sale of fixed assets......................... - - 86 2
Other income......................................... 206 716 621 1,187
------ ------ ------- -------
TOTAL NON-INTEREST INCOME.............................. 2,345 2,820 7,304 7,189
------ ------ ------- -------
Gain on sale of securities ............................ 99 - 131 19
NON-INTEREST EXPENSE:
Compensation and employee benefits................... 2,316 1,906 6,614 5,662
Occupancy expense.................................... 1,039 919 2,954 2,649
Marketing and professional........................... 559 500 1,665 1,391
Other operating expenses............................. 716 650 2,211 2,066
------ ------ ------- -------
TOTAL NON-INTEREST EXPENSE....................... 4,630 3,975 13,444 11,768
------ ------ ------- -------
INCOME BEFORE INCOME TAXES............................. 2,121 2,806 6,713 7,345
INCOME TAXES........................................... 700 968 2,169 2,534
------ ------ ------- -------
NET INCOME............................................. $1,421 $1,838 $ 4,544 $ 4,811
====== ====== ======= =======
BASIC EARNINGS PER COMMON SHARE........................ $ 0.64 $ 0.79 $ 2.04 $ 2.13
====== ====== ======= =======
DILUTED EARNINGS PER COMMON SHARE...................... $ 0.60 $ 0.74 $ 1.90 $ 1.98
====== ====== ======= =======
SHARES OUTSTANDING FOR EARNINGS PER
SHARE CALCULATIONS
BASIC........................................ 2,236 2,326 2,226 2,271
DILUTED...................................... 2,377 2,498 2,391 2,427
See notes to unaudited consolidated financial statements.
2
TECHE HOLDING COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
For the Nine Months
Ended June 30,
---------------------
2004 2003
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ............................................................... $ 4,544 $ 4,811
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......................................... 471 866
Provision for loan losses.............................................. 45 60
Depreciation........................................................... 772 682
(Increase) decrease in prepaid expenses and other assets............... (664) 58
Other items - net...................................................... (327) (395)
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Net cash provided by operating activities.......................... 4,841 6,082
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of securities available for sale.................................. (20,655) (62,687)
Principal repayments on mortgage-backed securities available
for sale................................................................. 19,473 23,349
Loan originations net of repayments........................................ (49,055) (9,908)
Investment in FHLB stock................................................... (1,319) (102)
Purchase of premises and equipment ................................... (2,637) (1,006)
Other...................................................................... 381 134
Principal repayments on mortgage-backed securities held to maturity........ 7,085 15,647
Proceeds from sale of loans................................................ - 15,236
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Net cash used in investing activities.................................. (46,727) (19,337)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits................................................... 17,045 6,223
Net increase (decrease) in FHLB advances................................... 26,363 (4,783)
Net decrease in advance payments by borrowers for taxes and insurance...... (259) (164)
Dividends paid............................................................. (1,269) (923)
Purchase of common stock for treasury...................................... (1,746) (2,281)
Exercise of stock options.................................................. 373 696
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Net cash provided by (used in) financing activities.................... 40,507 (1,232)
------- --------
NET DECREASE IN CASH......................................................... (1,379) (14,487)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD............................... 14,439 35,575
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CASH AND CASH EQUIVALENTS, END OF PERIOD..................................... $13,060 21,088
======= ========
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 nine
month periods ended June 30, 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 June 30, 2004 are not necessarily indicative of the results which
may be expected for the entire fiscal year or any other period.
NOTE 3 - 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 nine months
Ended June 30, Ended June 30,
------------------- --------------------
2004 2003 2004 2003
---- ---- ---- ----
Net Income
As reported $1,421 $1,838 $4,544 $4,811
Deduct total stock based compensation
determined under fair value method (55) (31) (155) (95)
------ ------ ------ ------
Pro forma $1,366 $1,807 $4,389 $4,716
====== ====== ====== ======
Basic income per share:
As reported $ 0.64 $ 0.79 $ 2.04 $ 2.12
Pro forma $ 0.61 $ 0.78 $ 1.97 $ 2.08
Diluted income per share:
As reported $ 0.60 $ 0.74 $ 1.90 $ 1.98
Pro forma $ 0.57 $ 0.72 $ 1.84 $ 1.94
4
NOTE 4 - 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, 2004 and 2003.
Three Months Ended Nine Months Ended
June 30, June 30,
------------------ ------------------
2004 2003 2004 2003
---- ---- ---- ----
(In thousands)
Weighted average number of common
shares outstanding - used in computation
of basic income per common share............... 2,236 2,326 2,226 2,271
Effect of dilutive securities:
Stock options.................................. 141 172 165 156
----- ----- ----- -----
Weighted average number of common
shares outstanding plus effect of dilutive
securities - used in computation of diluted
net income per common share.................... 2,377 2,498 2,391 2,427
===== ===== ===== =====
NOTE 5 - COMPREHENSIVE INCOME
Comprehensive income includes net income and other comprehensive income
(loss) 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 nine
months ended June 30, 2004 and 2003.
For three months For nine months
Ended June 30, Ended June 30,
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2004 2003 2004 2003
---- ---- ---- ----
Net Income $ 1,421 $1,838 $4,544 $4,811
Other comprehensive loss, net of tax (1,346) (45) (922) (230)
------- ------ ------ ------
Total comprehensive income $ 75 $1,793 $3,622 $4,581
======= ====== ====== ======
NOTE 6 - ACQUISITION SUBSEQUENT TO JUNE 30, 2004
On July 2, 2004, the Company acquired 100% of the common stock of St.
Landry Financial Corporation ("St. Landry"). The acquisition will be
accounted for as a purchase and the results of St. Landry's operations
will be included in the consolidated financial statements of the
Company from the date of acquisition. St. Landry operated two banking
offices in southern Louisiana. The Company acquired St. Landry in
order to expand the geographic area in which its services are offered.
The aggregate purchase is estimated to be $10.1 million.
5
The following table summarizes the estimated fair values, in thousands, of the
assets acquired and liabilities assumed at the date of acquisition:
Cash and cash equivalents................................. $ 543
Securities................................................ 5,930
Loans..................................................... 51,646
Premises and equipment.................................... 931
Core deposit intangible................................... 519
Goodwill.................................................. 3,320
Other..................................................... 7,178
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Total assets acquired.............................. 70,067
-------
Deposits.................................................. 47,787
Other liabilities......................................... 12,218
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Total liabilities assumed.......................... 60,005
-------
Net assets acquired................................ $10,062
=======
The Company is in the process of obtaining third party valuations of the
premises and equipment, core deposit intangibles and certain other assets; thus,
the purchase price and its allocation are subject to refinement.
The core deposit intangible has an estimated life of between 8 and 10 years. The
goodwill is not deductible for tax purposes.
6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The Private Securities Litigation Reform act of 1995 contains safe harbor
provisions regarding forward-looking statements. When used in this discussion,
the words "believe", "anticipates", "contemplates", "expects", and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest rates, risk associated with the effect of opening new
branches, the ability to control costs and expenses, and general economic
conditions. The Company undertakes no obligation to publicly release the results
of any revisions to those forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrences of
unanticipated events.
The Company's consolidated results of operations are primarily dependent on the
Bank's net interest income, or the difference between the interest incomes
earned on its loan, mortgage-backed securities and investment securities
portfolios, and the interest expense paid on its savings deposits and other
borrowings. Net interest income is affected not only by the difference between
the yields earned on interest-earning assets and the costs incurred on
interest-bearing liabilities, but also by the relative amounts of such
interest-earning assets and interest-bearing liabilities.
Other components of net income include: provisions for losses on loans and other
assets; noninterest income (primarily, service charges on deposit accounts and
other fees, net rental income, and gains and losses on investment activities);
noninterest expenses (primarily, compensation and employee benefits, federal
insurance premiums, office occupancy expense, marketing expense and expenses
associated with foreclosed real estate) and income taxes.
Earnings of the Company also are significantly affected by economic and
competitive conditions, particularly changes in interest rates, government
policies and regulations of regulatory authorities.
References to the "Bank" herein, unless the context requires otherwise, refer to
the Company on a consolidated basis.
Comparison of Financial Condition at June 30, 2004 and September 30, 2003
The Company's total assets at June 30, 2004 and September 30, 2003 totaled
$580.5 million and $536.9 million, respectively, an increase of $43.6 million or
8.1%.
Securities available-for-sale totaled $98.3 million and securities held to
maturity totaled $23.2 million at June 30, 2004, which represents an aggregate
decrease of $8.1 million or 6.3% as compared to September 30, 2003.
Loans receivable totaled $406.1 million at June 30, 2004, which represented a
$49.0 million or 13.7% increase compared to September 30, 2003. Loans increased
during the quarter and nine month periods by $15.6 million or 3.8% and $49.0
million or 13.7%, respectively. These increases resulted primarily from growth
in the residential and commercial mortgage portfolios.
7
Total deposits, after interest credited, at June 30, 2004, were $366.3 million,
which represents an increase of $17.1 million or 4.9% as compared to September
30, 2003.
At June 30, 2004, advances increased $26.4 million or 20.9% as compared to the
amount at September 30, 2003, primarily to fund growth in net loans. These
increases resulted primarily from growth in the residential and commercial
mortgage portfolios.
Stockholders' equity increased to $58.0 million at June 30, 2004, from $57.0
million at September 30, 2003, primarily due to earnings, offset partially by
dividends, stock repurchased and reduction in market value of securities
available for sale. During the nine month period ended June 30, 2004, the
Company repurchased approximately 48,000 shares at an average price of
approximately $35.95 per share.
Comparison of Operating Results for the Three and Nine Months Ended June 30,
2004 and 2003
Net Income. The Company had net income of $1.4 million or $0.60 per diluted
share, and $4.5 million or $1.90 per diluted share, for the three and nine
months ended June 30, 2004 as compared to net income of $1.8 million or $0.74
per diluted share, and $4.8 million or $1.98 per diluted share, for the three
and nine month periods ended June 30, 2003, respectively.
Total Interest Income. Total interest income increased $250,000 or 3.4% and
decreased $119,000 or 0.5% for the three and nine months ended June 30, 2004,
respectively, as compared to the same periods ended June 30, 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 nine months ended June 30, 2004, from 7.44% for the same
period in 2003.
Total Interest Expense. Total interest expense decreased $96,000 or 2.9% and
$921,000 or 8.8%, respectively, for the three and nine month periods ended June
30, 2004 primarily due to a decrease in interest rates paid on deposits and
advances.
Net Interest Income. Net interest income increased $346,000 or 8.7% and $802,000
or 6.7% for the three and nine month periods ended June 30, 2004, as compared to
the same periods ended June 30, 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 provisions for loan losses were $15,000 and
$45,000 for the three and nine month periods ended June 30, 2004, as compared to
$15,000 and $60,000 for the same periods in 2003.
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.
8
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 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 decreased $475,000 and increased
$115,000 for the three and nine month periods ended June 30, 2004, respectively.
The decrease during the current quarter resulted from a gain on the sale of
mortgage loans in the amount of $536,000 last year that was not present in the
current quarter. The increase during the current nine month period was primarily
due to an increase in fee income from demand deposit accounts which was greater
than the $536,000 gain on the sale of mortgage loans included in the prior
year's period. 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 $99,000 and $131,000
in the three and nine month periods ended June 30, 2004 from the sale of equity
securities.
Non-Interest Expense. Total non-interest expense increased $655,000 and $1.7
million, respectively, during the three and nine months ended June 30, 2004, as
compared to the same periods in 2003 due primarily to higher personnel costs
resulting from expanded hours and new branches opened in the Baton Rouge and
Lafayette markets.
Income Tax Expense. Income taxes remained relatively stable for the three and
nine months periods.
9
Liquidity and Capital Resources
Under current OTS regulations, the Bank is required to maintain certain levels
of capital. As of June 30, 2004, the Bank was in compliance with its three
regulatory capital requirements as follows:
Amount Percent
------ -------
(In thousands)
Tangible capital....................... $51,486 8.86%
Tangible capital requirement........... 11,619 2.00%
------- -----
Excess over requirement................ $39,867 6.86%
======= =====
Core capital........................... $51,486 8.86%
Core capital requirement............... 23,237 4.00%
------- -----
Excess over requirement................ $28,249 4.86%
======= =====
Risk based capital..................... $54,733 15.99%
Risk based capital requirement......... 27,375 8.00%
------- -----
Excess over requirement................ $27,358 7.99%
======= =====
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 June 30, 2004, such borrowed funds totaled $152.7
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 Nine Months Ended
June 30, June 30,
-------------------------- ------------------------
2004(1) 2003(1) 2004(1) 2003(1)
------- ------- ------- -------
(Unaudited) (Unaudited)
Return on average assets.................. 0.98% 1.42% 1.07% 1.24%
Return on average equity.................. 9.75% 12.63% 10.51% 11.17%
Average interest rate spread.............. 2.96% 2.95% 2.98% 2.95%
Nonperforming assets to total assets...... 0.21% 0.34% 0.21% 0.34%
Nonperforming loans to total loans........ 0.26% 0.30% 0.26% 0.30%
Average net interest margin............... 3.20% 3.30% 3.24% 3.31%
Tangible book value per share............. $25.49 $25.45 $25.49 $25.45
- --------------------
(1) Annualized where appropriate.
ITEM 4. 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 June 30, 2004. [confirm]
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
June 30, 2004:
ISSUER PURCHASES OF EQUITY SECURITIES
- --------------------------------------------------------------------------------------------------------------------------------
(a) Total (c) Total Number 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
- --------------------------------------------------------------------------------------------------------------------------------
April 1-30, 2004 -0- -0- -0- 113,000 shares
May 1-31, 2004 6,200 $34.41 6,200 106,800 shares
June 1-30, 2004 -0- -0- -0- 106,800 shares
- --------------------------------------------------------------------------------------------------------------------------------
Total 6,200 34.41 6,200 106,800 shares
- --------------------------------------------------------------------------------------------------------------------------------
The total number of shares repurchased during the quarter was
directly related to the Company's stock repurchase plan
announced March 26, 2004 authorizing the repurchase of up to
116,000 shares, or 5%, of the Company's outstanding stock.
There is no expiration date for the authorized repurchase
under this plan.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
12
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31 Certification 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 June 30, 2004, the Company filed a
Current Report on Form 8-K dated June 16, 2004, to report the
approval by the stockholders of St. Landry Financial Corporation
of the Agreement and Plan of Merger dated March 4, 2004 between
the Company and 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: August 13, 2004 By: /s/Patrick O. Little
--------------------
Patrick O. Little
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 13, 2004 By: /s/J.L. Chauvin
---------------
J. L. Chauvin
Vice President and Chief Financial Officer
(Principal Accounting Officer)
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