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 December 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 0-25538
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TECHE HOLDING COMPANY
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(Exact name of registrant as specified in its charter)
Louisiana 72-128746
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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) 365-0366
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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 the latest practicable date: February 4, 2005.
Class 2,245,419
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$.01 par value common stock Oustanding Shares
TECHE HOLDING COMPANY
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2004
INDEX
Page
Number
------
PART I - 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. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 13
Item 6. Exhibits 13
SIGNATURES 14
CERTIFICATIONS
TECHE HOLDING COMPANY
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
At At
December 31, September 30,
2004 2004
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ASSETS
Cash and cash equivalents..................................................... $14,156 $ 15,362
Securities available-for-sale, at estimated
market value (amortized cost of $93,901 and $99,741)........................ 93,061 98,939
Securities held to maturity (estimated market value of $19,485 and $21,812)... 19,337 21,636
Loans receivable, net of allowance for loan losses
of $4,374 and $4,365........................................................ 499,289 471,327
Accrued interest receivable................................................... 2,462 2,507
Investment in Federal Home Loan Bank stock, at cost........................... 8,614 8,561
Real estate owned, net........................................................ 418 194
Prepaid expenses and other assets............................................. 1,840 1,844
Goodwill...................................................................... 3,590 3,529
Life insurance contracts...................................................... 9,962 9,832
Premises and equipment, at cost less accumulated depreciation................. 19,256 19,303
-------- --------
TOTAL ASSETS............................................................ $671,985 $653,034
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits...................................................................... $454,504 $432,417
Advances from Federal Home Loan Bank.......................................... 153,162 154,439
Advance payments by borrowers for taxes and insurance......................... 667 1,578
Accrued interest payable...................................................... 765 748
Accounts payable and other liabilities........................................ 2,749 3,565
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Total liabilities....................................................... 611,847 592,747
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 10,000,000 shares
authorized; 4,491,504 and 4,479,979 shares issued......................... 45 45
Preferred stock, 5,000,000 shares authorized;
none issued............................................................... - -
Additional paid in capital.................................................. 47,725 46,785
Retained earnings........................................................... 51,750 50,789
Unearned ESOP shares........................................................ (248) (283)
Treasury stock (2,249,328 and 2,208,828 shares, at cost).................... (38,114) (36,527)
Unrealized loss on securities available-for-sale, net of
deferred income taxes..................................................... (570) (522)
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Total stockholders' equity.............................................. 60,138 60,287
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.............................. $671,985 $653,034
======== ========
- ---------------------
See Notes to Unaudited Consolidated Financial Statements.
1
TECHE HOLDING COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE DATA)
For The Three Months Ended
December 31,
2004 2003
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INTEREST INCOME:
Interest and fees on loans...................... $7,511 $6,051
Interest and dividends on investments........... 1,072 1,204
Other interest income........................... 18 5
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Total interest income..................... 8,601 7,260
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INTEREST EXPENSE:
Deposits........................................ 2,034 1,640
Advances from Federal Home Loan Bank............ 1,672 1,528
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Total interest expense.................... 3,706 3,168
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NET INTEREST INCOME............................... 4,895 4,092
PROVISION FOR LOAN LOSSES......................... 30 15
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NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES................................. 4,865 4,077
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NON-INTEREST INCOME:
Service charges and other....................... 2,296 2,236
Other income.................................... 212 309
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Total non-interest income................. 2,508 2,545
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NON-INTEREST EXPENSE:
Compensation and employee benefits.............. 2,608 2,102
Occupancy expense............................... 1,079 928
Marketing and professional...................... 760 526
Other operating expenses........................ 782 662
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Total non-interest expense.................. 5,229 4,218
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INCOME BEFORE INCOME TAXES........................ 2,144 2,404
INCOME TAXES...................................... 696 769
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NET INCOME........................................ $1,448 $1,635
====== ======
BASIC INCOME PER COMMON SHARE .................... $ 0.65 $ .74
====== ======
DILUTED INCOME PER COMMON SHARE................... $ 0.62 $ .68
====== ======
DIVIDENDS DECLARED PER COMMON SHARE............... $ 0.22 $ .18
====== ======
See Notes to Unaudited Consolidated Financial Statements.
2
TECHE HOLDING COMPANY
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
For The Three Months Ended
December 31,
2004 2003
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income ........................................................ $ 1,448 $ 1,635
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.................... 127 163
Provision for loan losses....................................... 30 15
Depreciation.................................................... 290 224
(Decrease) increase in accounts payable and other liabilities.... (494) 25
Other items - net............................................... (136) 12
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Net cash provided by operating activities................... 1,265 2,074
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of securities available for sale........................... - (20,655)
Principal repayments of securities available for sale............... 5,693 7,742
Principal repayments of securities held to maturity................. 2,299 2,668
Net loan (originations/acquisitions) repayments..................... (27,992) (16,835)
Investment in FHLB stock............................................ (53) (1,127)
Purchase of premises and equipment.................................. (243) (1,345)
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Net cash used in investing activities....................... (20,296) (29,552)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits............................................ 22,087 2,019
Net increase (decrease) in FHLB advances............................ (1,277) 27,500
Net decrease in advance payments by borrowers for
taxes and insurance............................................... (911) (776)
Dividends paid...................................................... (487) (315)
Purchase of common stock for treasury............................... (1,587) (1,238)
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Net cash provided by financing activities................... 17,825 27,190
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NET DECREASE IN CASH ................................................ (1,206) (288)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD........................ 15,362 14,439
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CASH AND CASH EQUIVALENTS, END OF PERIOD.............................. $14,156 $14,151
======= =======
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 month
period ended December 31, 2004, 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 inter-company 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 December 31, 2004, are not necessarily indicative of the results
which may be expected for the entire fiscal year or any other period.
NOTE 3 - INCOME PER SHARE
Following is a summary of the information used in the computation of
basic and diluted income per common share for the three months ended
December 31, 2004 and 2003.
2004 2003
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Weighted average number of common
shares outstanding - used in computation
of basic income per common share................ 2,216,000 2,216,000
Effect of dilutive securities:
Stock options................................... 134,000 177,000
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Weighted average number of common shares
outstanding plus effect of dilutive securities -
used in computation of diluted net
income per common share......................... 2,350,000 2,393,000
========= =========
4
NOTE 4 - 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 months
ended December 31, 2004 and 2003 (in thousands).
2004 2003
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Net income............................... $1,448 $1,635
Other comprehensive loss, net of tax..... ( 48) (118)
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Total Comprehensive Income............... $1,400 $1,517
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NOTE 5 - STOCK BASED COMPENSATION
The Company applies the Accounting Practices 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:
Options for 31,100 shares of the Company's stock were granted during
the three months ended December 31, 2004. These options were
immediately vested and are exercisable at $39.00 per share for ten
years from the date of grant. The fair value of these options was
$10.40 per share.
In December 2004, the FASB issued Statement 123R, Share-Based Payment,
an Amendment of FASB Statements No. 123 and 95 (SFAS 123R), which will
require all companies to measure compensation cost for all share-based
payments (including employee stock options) at fair value and will be
effective for public companies for interim or annual periods beginning
after June 15, 2005. This Statement will eliminate the ability to
account for stock-based compensation transactions using APB 25 and,
generally, will require instead that such transactions be accounted for
using a fair-value based method. The Company will be required to begin
expensing stock options in the fourth quarter of fiscal year 2005.
5
For Three Months
Ended December 31,
2004 2003
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Net Income (in thousands):
As reported ............................. $1,448 $1,635
Deduct total stock based compensation
determined under fair value method..... (290) (50)
------
Pro forma................................ $1,158 $1,585
====== ======
Basic income per share:
As reported.............................. $ 0.65 $ 0.74
Pro forma................................ $ 0.52 $ 0.72
Diluted income per share:
As reported.............................. $ 0.62 $ 0.68
Pro forma................................ $ 0.49 $ 0.66
6
ITEM 2. 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; non-interest income (primarily, service charges on deposit accounts and
other fees, net rental income, and gains and losses on investment activities);
non-interest 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
The Company's total assets at December 31, 2004 and September 30, 2004 totaled
$672.0 million and $653.0 million, respectively, an increase of $19.0 million or
2.9%.
Securities available-for-sale totaled $93.1 million and securities held to
maturity totaled $19.3 million at December 31, 2004, which combined represents a
decrease of $8.2 million or 6.8% as compared to September 30, 2004.
Loans receivable totaled $499.3 million at December 31, 2004 which represented
an increase of $28.0 million or 5.9% compared to September 30, 2004. The
increase in loans receivable was due primarily to
7
origination of commercial mortgage loans and, additionally, to the purchase of
$14.6 million of multifamily commercial real estate loans.
Total deposits, after interest credited, at December 31, 2004 were $454.5
million which represents an increase of $22.1 million or 5.1% as compared to
September 30, 2004.
Advances decreased $1.3 million or 0.8% as compared to the amount at September
30, 2004. The decrease was due primarily to growth in the deposit portfolio.
Stockholders' equity was $60.1 million at December 31, 2004 and $60.3 million
September 30, 2004. Earnings for the quarter were offset by dividends and stock
repurchases.
COMPARISON OF EARNINGS FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 AND
2003
Net Income. The Company had net income of $1.4 million for the three months
ended December 31, 2004, as compared to net income of $1.6 million for the three
month period ended December 31, 2003. Earnings for the three months ended
December 31, 2004, represent a decrease of 11.4% compared to 2003.
Total Interest Income. Total interest income increased by $1.3 million or 18.5%
to $8.6 million for the three months ended December 31, 2004, from $7.3 million
for the three months ended December 31, 2003, due to a $106.8 million increase
in average earning assets, offset somewhat by a decrease in average yields to
5.64% in 2004 from 5.77% in 2003. Interest income on loans increased $1.4
million to $7.5 million for the three months ended December 31, 2004, from $6.1
million for the same period ended December 31, 2003. The average yield on loans
decreased to 6.25% for the three months ended December 31, 2004, from 6.63% for
the same period in 2003, and the average yield on investment and mortgage-backed
securities decreased to 3.41% for the three months ended December 31, 2004, from
3.54% for the same quarter in 2003.
Total Interest Expense. Total interest expense increased $538,000 or 17.0% to
$3.7 million for the three months ended December 31, 2004, from $3.2 million for
the three months ended December 31, 2003, primarily due to an increase in the
average portfolio balance of interest bearing deposits from $319.7 million
during the three months ended December 31, 2003 to $414.5 million for the three
months ended December 31, 2004.
Net Interest Income. Net interest income increased $803,000 for the three month
period ended December 31, 2004 as compared to the same period ended December 31,
2003 due primarily to an increase in the average portfolio balance of loans,
offset somewhat by an increase in the average portfolio balance of deposits and
advances.
Provision for Loan Losses. The provision for loan losses was $30,000 and $15,000
for the three month periods ended December 31, 2004 and 2003, respectively.
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
8
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 probable losses.
Management's judgment as to the level of losses on existing loans 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.
Non-interest Income. Total non-interest income remained stable at $2.5 million
in the three month period ended December 31, 2004 compared to the same quarter
in fiscal 2003.
Non-interest Expense. Total non-interest expense increased $1.0 million due
primarily to operating expenses resulting from the merger with St. Landry
Financial Corporation on July 2, 2004. Non-interest expense amounted to $5.2
million for the compared to $4.2 million in the comparable quarter of fiscal
2003, primarily due to increased expenses associated with new branch offices and
the merger with St. Landry Financial Corporation.
The Company estimates that audit and other professional fees along with certain
other expenses will increase during the 2005 fiscal year by approximately
$500,000, as a result of the full implementation during the year of the
requirements of the Sarbanes-Oxley Act of 2002, a portion of which is included
in non-interest expenses this quarter.
Also, the Company will begin to expense stock options in the fourth quarter of
the 2005 fiscal year. Had the Company expensed stock options in fiscal 2004,
diluted EPS would have been reduced by approximately $0.09 per share.
Gain on Sale of Securities. The Company had no gains on the sale of securities
during the periods.
Income Tax Expense. Income taxes were approximately 32% of income before income
tax in fiscal 2004 and 32% in fiscal 2003.
LIQUIDITY AND CAPITAL RESOURCES
Under current Office of Thrift Supervision ("OTS") regulations, the Bank
maintains certain levels of capital. At December 31, 2004, the Bank was in
compliance with its three regulatory capital requirements as follows:
9
Amount Percent
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(In thousands)
Tangible capital............................. $52,237 7.83%
Tangible capital requirement................. 13,338 2.00%
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Excess over requirement..................... $38,899 5.83%
======= =====
Core capital................................. $52,237 7.83%
Core capital requirement..................... 26,677 4.00%
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Excess over requirement...................... $25,568 3.83%
======= =====
Risk based capital........................... $56,370 13.72%
Risk based capital requirement............... 32,858 8.00%
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Excess over requirement...................... $23,512 5.72%
======= =====
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, scheduled amortization and
prepayments on loan and mortgage-backed securities, and advances from the
Federal Home Loan Bank of Dallas ("FHLB"). As of December 31, 2004, FHLB
borrowed funds totaled $153.2 million. Loan repayments, maturing investments and
mortgage-backed securities prepayments are greatly influenced by general
interest rates and economic conditions.
The Bank is required under federal regulations to maintain sufficient liquidity
for its safe and sound operation. The Bank believes that it maintains sufficient
liquidity to operate the Bank in a safe and sound manner.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE 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 fiscal year ended September 30, 2004.
10
Additional Key Ratios
At or For the Three
Months Ended
December 31,
2004(1) 2003(1)
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(Unaudited)
Return on average assets.................... 0.89% 1.21%
Return on average equity.................... 9.64% 11.47%
Average interest rate spread................ 2.98% 2.95%
Nonperforming assets to total assets........ .49% .19%
Nonperforming loans to total loans.......... .57% .28%
Average net interest margin................. 3.21% 3.25%
Tangible book value per share............... $26.82 $25.20
- ---------------
(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
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor the Bank was engaged in any legal
proceeding of a material nature at December 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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information on repurchases by the
Company of its common stock in each month of the quarter ended
December 31, 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
- ---------------------------------------------------------------------------------------------------------------
October 1-31, 2004 0 -- 0 100,000 shares
November 1-30, 2004 33,500 $38.78 33,500 66,500 shares
December 1-31, 2004 7,000 $41.00 7,000 59,500 shares
Total 40,500 $39.16 40,500 59,500 shares
- ---------------------------------------------------------------------------------------------------------------
The total number of shares repurchased during the quarter was directly
related to the Company's stock repurchase plan announced December 18, 2003,
authorizing the repurchase of up to 112,000 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 INFORMATION
Not applicable.
ITEM 6. 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.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TECHE HOLDING COMPANY
Date: February 14, 2005 By: /s/Patrick O. Little
----------------------------------------
Patrick O. Little
President and Chief Executive Officer
(Principal Executive Officer)
Date: February 14, 2005 By: /s/J.L. Chauvin
----------------------------------------
J. L. Chauvin
Senior Vice President and
Chief Financial Officer
(Principal Accounting Officer)
14