To Our Stockholders, We are pleased to report that 1996 was another year of growth for Guaranty Bank & Trust Company and Guaranty Bancshares Holding Corporation. Year end assets grew over six million dollars, a ten percent increase, deposits and loans also grew more than ten percent over 1995. Your board of directors also declared dividends of approximately $392,000 to holders of $2.70 cumulative preferred stock. Careful management of asset quality, maintenance of interest margins, control of personnel and other recurring operating expenses and continuing development of long term customer relationships are and will remain essential to our continuing success. All asset quality measures again improved in 1996. Average interest earning assets as a percent of total assets improved 0.7 percent from 91.2 percent to 91.9 percent, following a 0.5 percent improvement in 1995 over 1994. At year end, the Bank had no repossessed real estate and no repossessed property. Non-performing loans in non accrual status were only $145,000 and represented 0.38 percent of outstanding loans at year end. Additionally, the allowance for loan losses rose to $506,000 as a result of net recoveries of previously charged off loans. The Bank recovered $100,000 from the reserve in 1995 following a $180,000 recovery in 1994. These recoveries are the result of aggressive pursuit of previous charge offs. The allowance represented 1.33 percent of outstanding loans at year end 1996 and 1.46 percent in 1995. The change is due to the increase in outstanding loans in 1996. The bank has made no provision for loan losses since a nominal addition in 1992. Net income was down approximately $193,000 from 1995 levels, attributable in large part to the non-recurring $100,000 recovery from the allowance for loan losses mentioned above and the legal and accounting expenses related to the recapitalization plan which was rejected by the stockholders. Operating expenses, exclusive of those related to the plan of recapitalization were essentially unchanged from 1995, any increases are primarily attributed to the Lafayette branch which opened in 1995. Net interest income improved by $71,000 to $2,647,000, primarily due to increased volume of interest earning assets, average yields on earning assets, primarily loans, declined 0.3 percent while the average rates paid on deposits and other interest bearing liabilities decreased only 0.2 percent. The offsetting effects of higher volume and lower yields contributed to this higher net interest income. Other non interest income decreased $59,000 from 1995, primarily attributable to a $39,000 non-recurring gain on sale of repossessed real estate in 1995 and lower service charges on personal deposit accounts. This latter is the result of the continued growth in the Bank's NOW and Bayou Accounts where service charges are reduced or eliminated based on account balances. For your company to continue in the successful pattern established in the last years, we must follow the same guidelines which have made us successful. We must- ~Maintain profitability to continue as a profitable investment for our stockholders. ~Provide a group of quality financial products at reasonable prices. ~Set the local standard for personal service. ~Establish a stable workplace environment for our employees which will be challenging andinancially rewarding. ~Contribute to the well-being of our local economy. All of these will be impossible to accomplish without the efforts of all parties. Achieving the above non-monetary goals will translate into improved earnings for our company. Many individuals deserve our appreciation for the progress Bancshares has made in recent years; beginning with the dedicated directors, officers and employees who work to maintain and improve customer service. Finally, we want to thank our many customers and stockholders and the community we serve. We also want to welcome the six new directors who joined the board of Bancshares and the Bank in 1996. As we stated last year, we anticipate more mergers, acquisitions and de novo competition in the financial services industry as the definition of these services is expanded and more institutions perform traditional banking services and more banks expand into other areas. A pattern has been established where larger money center banks and growing regional institutions have reached out to acquire a larger base of deposit and loan customers. This process is expected to continue and probably accelerate in the number of smaller institutions acquired. Our responsibility is to study and monitor our market and competition to act quickly and decisively to meet our customers' financial needs and to provide the most advantageous return for our stockholders. As true community bankers and lenders, we are closer to our customers and shareholders to whom we are ultimately responsible. We believe this special relationship and our ability to respond quickly to our customers' needs will assure continuing success in this very competitive marketplace. With this I express our sincere appreciation for your allowing us to continue serving you and your financial needs. Sincerely, Brooks Blakeman Chairman or the Board GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES -------------------------------------------------------- SELECTED CONSOLIDATED DATA -------------------------------------------------------- (In thousands of dollars, except per share data) Years Ende December 31 ----------------------------------------------------------- 1996 1995 1994 Operating data: -------------------------------- Total interest income $4,644 $4,539 $4,110 ------- ------ ------ Net interest income $2,647 $2,576 $2,463 Recovery (provision) from (for) loan losses - 100 180 Other non-interest income 284 343 364 Non-interest operating expense 2,496 2,279 2,213 Income taxes 150 263 286 ------ ------ ------ Income before extraordinary items and change in accounting principle 284 477 508 Extraordinary items and change in accounting principle - - - ------ ------ ------ Net income $ 284 $ 477 $ 508 ------ ------ ------ Per common share data: Net income loss before extraordinary items and change in accounting principle $ - $ - $ - Extraordinary items and change in accounting principle - - - Net income (.32) .20 .28 Cash dividends $2.70 Preferred Stock 2.70 .675 2.70 Number of common shares outstanding 373,425 380,877 380,877 Weighted average of common shares outstanding 373,958 373,728 374,375 Selected statements of condition items: Year end balances: Total assets $66,430 $60,245 $60,687 Investment securities 12,818 10,963 9,494 Securities available for sale 4,648 5,169 7,190 Loans, net of unearned income 38,142 34,546 34,775 Total deposits 56,793 50,770 51,498 Notes payable 1,480 1,681 1,854 Stockholders' equity 5,566 5,662 5,179 SELECTED CONSOLIDATED DATA (continued) 1993 1992 Operating data: ----------------------- Total interest income $3,871 $4,082 ------- ------ Net interest income $2,380 $2,092 Recovery (provision) from (for) loan losses - (20) Other non-interest income 445 344 Non-interest operating expense 2,236 2,275 Income taxes 184 34 ------ ------ Income before extraordinary items and change in accounting principle 405 108 Extraordinary items and change in accounting principle 674 489 ------ ------ Net income $1,079 $ 597 ------ ------ Per common share data: Net income loss before extraordinary items and change in accounting principle $ - $ (.79) Extraordinary items and change in accounting principle 1.80 1.30 Net income 1.80 0.51 Cash dividends $2.70 Preferred Stock - - Number of common shares outstanding 380,877 380,877 Weighted average of common shares outstanding 373,375 376,504 Selected statements of condition items: Year end balances: Total assets $54,952 $58,419 Investment securities 16,902 21,932 Securities available for sale Loans, net of unearned income 31,888 27,665 Total deposits 47,053 52,251 Notes payable 581 - Stockholders' equity 4,780 4,094 GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Guaranty Bancshares Holding Corporation's (Bancshares) net operating income for 1996 was $284,000, compared with $477,000 in 1995, and $508,000 in 1994. Earnings per common share, after providing for dividends on the preferred shares, were $.20 and $.28 for 1995 and 1994, respectively, and a loss of $.32 per share in 1996. Return on average assets was 0.45% for the current year, 0.80% for 1995 and 0.89% for 1994. Return on average equity was 4.91% in 1996, 8.79% in 1995, and 10.16% in 1994. At December 31, 1996 Bancshares and its subsidiaries had total assets of $66,430,000 and deposits of $56,793,000, compared with assets and deposits of $60,245,000 and $50,770,000 in 1995 and $60,687,000 and $51,498,000 in 1994. Total assets and deposits were lower at year end 1995 from 1994 because the subsidiary Bank chose not to compete for higher interest bearing certificates of deposit. Bancshares' principal subsidiary, Guaranty Bank & Trust Company operates three banking offices in East St. Mary Parish and Lafayette Parish, Louisiana, with 31 full time and 2 part time employees. Bancshares has no employees. Net interest income was $2,647,000, 2.8% and 7.5% higher than in 1995 and 1994. Other income was $284,000 in 1996, down from $343,000 in 1995 and $364,000 in 1994. Non performing loans at December 31, 1996 were $145,000, up from $84,000 in 1995 and amounted to less than 0.4% of outstanding loans. Foreclosed real estate at December 31, 1995 was $65,000, compared with $80,000 in 1994. The Bank had no repossessed real estate or other repossessed assets at year end 1996. The allowance for loan losses was 1.33% of loans as of December 31, 1996 versus 1.46% in 1995 and 1.44% in 1994. Recoveries from previously charged off loans exceeded 1996 charge offs by $2,000 and $102,000 in 1995. At December 31, 1996, Bancshares' leverage ratio was 8.8% and stockholders' equity as a percent of total assets was 8.4%. The risk-based capital ratio was 10.7%. Management's discussion and analysis of financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements, related notes, and the consolidated selected financial data presented in this report. NET OPERATING RESULTS Bancshares' consolidated net interest income was $2,647,000 in 1996, compared with $2,576,000 in 1995 and $2,463,000 in 1994. These increases were primarily due to changes in the level of loans GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS NET OPERATING RESULTS (continued) outstanding, offset by higher interest paid on other time deposits. Daily average interest earning assets increased $3,472,000 and average interest bearing liabilities increased $1,416,000. Average rates earned decreased 0.3% while average rates paid decreased 0.3% from 1995 levels. During 1995 rates earned increased 0.4% while average rates paid increased 0.5% from 1994 levels. The increase in average interest earning assets in 1996 was primarily in loans and funds sold. Average loans increased $1,603,000 over 1995 while average funds sold increased $1,932,000. This shift in investment emphasis was begun in 1993 when the Bank began actively soliciting loans and emphasizing business development. The increase in average interest bearing liabilities was in NOW and money market accounts. The banking industry created a favorable interest rate market and some of the deposits which had sought better money market rates outside of the industry returned. Also, the Bank actively sought to retain deposits in order to fund loans. The capital lease initiated in June 1991 was outstanding for the entire years 1996, 1995 and 1994. This capital lease is related to the sale/lease back transactions on the Bank's office building. (See note 16 to the financial statements.) Changes in the composition of the deposit structure and generally higher average interest bearing deposits increased the amount paid on deposits by $56,000, following $295,000 increase in 1995 from 1994 levels. Interest on the demand notes payable decreased from 1995. This is the result of amortized Bank borrowing from the Federal Home Loan Bank of Dallas. These borrowings were incurred in 1993 and 1994 to fund commercial real estate loans which have comparable scheduled amortizations. As indicated in the following table, average balances of Bancshares' available funds have followed 1994 and 1995 trends. Average available funds increased $2,776,000 in 1996 following increases of $2,028,000 in 1995 and $385,000 in 1994. GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TOTAL AVAILABLE FUNDS (In Thousands of Dollars) 1996 ------------------- DAILY AVERAGE BALANCE % ------- ----- Savings and NOW accounts $12,825 22.8 Money market investment accounts 6,649 11.8 Other time deposits 18,311 32.5 Certificates of deposit of $100,000 or more 6,164 11.0 Federal funds purchased 1 - Investment in capital lease 1,589 2.8 Notes Payable 1,574 2.8 ------- ----- Total interest bearing Liabilities $47,113 83.7 Demand deposits 9,166 16.3 ------- ----- Total available funds $56,279 100.0% ======= ===== 1995 ------------------- DAILY AVERAGE BALANCE % ------- ----- Savings and NOW accounts $11,985 22.4 Money market investment accounts 5,379 10.1 Other time deposits 18,183 34.0 Certificates of deposit of $100,000 or more 6,704 12.5 Federal funds purchased - - Investment in capital lease 1,678 3.1 Notes Payable 1,768 3.3 ------- ----- Total interest bearing Liabilities $45,697 85.4 Demand deposits 7,806 14.6 ------- ----- Total available funds $53,503 100.0% ======= ===== GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TOTAL AVAILABLE FUNDS (In Thousands of Dollars) (continued) 1994 ------------------- DAILY AVERAGE BALANCE % ------- ----- Savings and NOW accounts $12,564 24.4 Money market investment accounts 4,587 8.9 Other time deposits 15,674 30.4 Certificates of deposit of $100,000 or more 7,399 14.4 Federal funds purchased - - Investment in capital lease 1,759 3.4 Notes Payable 1,377 2.7 ------- ----- Total interest bearing Liabilities $43,360 84.2 Demand deposits 8,115 15.8 ------- ----- Total available funds $51,475 100.0% ======= ===== During 1996, available yields in investment securities decreased, loan demand increased, and the Bank's average loan yields were slightly lower. Interest differentials decreased as the compo- sition of earning assets changed with more investments in lower yielding highly liquid federal funds sold and the ratio of interest earning assets as a percent of average total assets increased from 1995 and 1994 levels. PROVISION FOR LOAN LOSSES AND NON-PERFORMING LOANS The provision for loan losses is the expense recorded to maintain the allowance for loan losses at a level which in management's judgment will be adequate to absorb probable losses in existing loans which may become uncollectible. The allowance for loan losses as a percentage of loans, less un- earned income, outstanding at year-end is as follows: (In thousands of dollars) GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PROVISION FOR LOAN LOSSES(continued) Provision For Allowance Allowance Net Loans (Recovered Loans For Loan As A % Of Charged Off From) Loan Outstanding Losses Loans (Recovered) Losses 1996 $ 38,142 $ 506 1.33% $ (2) $ - 1995 34,546 504 1.46% (102) (100) 1994 34,775 502 1.44% (61) (180) Considering the low level of non-performing loans and delinqen- cies, the Bank recovered $100,000 from the allowance for loan losses in 1995 and $180,000 in 1994 and made no provision for loan losses in 1996. Non-performing loans on non-accrual status in- creased $61,000 to approximately $145,000 at year end 1996, compared with $84,000 and $30,000 at December 31, 1995 and 1994, respectively. At any given date, the amount of the allowance for loan losses will be less than the total of loans outstanding to borrowers who are experiencing varying degrees of financial difficulty. This is because experience has shown that the probability of all these loans becoming completely uncollectible is remote. Therefore, management determines a lesser amount which is believed to be sufficient to absorb loan losses. The evaluation of our loan portfolio to establish the allowance level includes specific review of all loans criticized during internal reviews, by regulatory examination and all delinquent loans. Management considers the allowance for loan losses adequate to cover losses on the loans outstanding as of each reporting date. It must be emphasized that the determination of the allowance for loan losses using the Bank's procedures and methods rests upon various judgments and assumptions. The factors which influence management's judgment in determining the level of the allowance for loan losses and the amount which is charged to operating expenses are: (1) past loan loss experience, (2) composition of the loan portfolio, (3) evaluation of future losses, (4) current economic conditions, (5) specific identification and anticipation of problem and non-performing loans, and (6) other relevant factors affecting loans. No assurance can be given that the Bank will not in any particular period sustain loan losses which are sizable in relation to the GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PROVISION FOR LOAN LOSSES(continued) amount reserved or that subsequent evaluations of the loan port- folio, in light of conditions and factors then prevailing, will not require significant changes in the allowance for loan losses. The following table represents maturity and repricing data for loans (excluding those on non-accrual status.) In thousands of dollars. Fixed rate loans with remaining maturity of: Three months or less $ 3,502 Over three months through twelve months 3,549 Over one year through five years 13,977 Over five years 3,863 Total fixed rate loans 24,891 Floating rate loans with a repricing frequency of: Quarterly or more frequently 10,707 Annually or more frequently, but less frequently than quarterly 1,148 Every five years or more frequently, but less frequently than annually 866 Less frequently than every five years 395 Total floating rate loans 13,116 Total loans $38,007 OTHER INCOME Other operating income was approximately $284,000 during 1996, compared with $343,000 in 1995 and $364,000 in 1994. There were no securities gains in 1996, 1995 or 1994. Gains on the sale of re- possessed property contributed approximately $39,000 to the level of other operating income in 1995 compared with $6,000 in 1994. Service charges on deposit accounts continued to decline slightly from prior years. The slight increase in insurance commissions and other service charges and fees was primarily attributable to a recovery in consumer loan activity. OTHER OPERATING EXPENSES Other operating expenses totaled $2,496,000 in 1996, compared with $2,279,000 in 1995, a $217,000 increase, following a $66,000 decrease in 1995 from 1994. The following Analysis of Other Operating Expenses details the major categories of other operating expenses. Personnel expense, which normally comprises approxi- mately one-half of non-interest expenses, totaled $1,074,000 GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OTHER OPERATING EXPENSES(continued) compared with $1,036,000 in 1995, and a $102,000 increase from 1994. The 1995 increase is attributable to the Bank opening a new facility. Expenses related to other real estate and repossessed property, net of rental income on these properties, increased $2,000, following the 1995 sale of a 34 acre parcel acquired late in 1994 and the disposition of an unoccupied building acquired in 1995. There were no real estate market value adjustments in 1996, 1995 or 1994. Aggregate related expenses, such as taxes, insurance and losses on sales of these properties, totaled $18,000 in 1996, compared with $10,000 in 1995, and $12,000 in 1994. Rental income on these properties totaled $1,000 in 1995 and $4,000 in 1994. Professional fees and services, primarily legal and accounting fees, increased $224,000 to $357,000 in 1996 following a $4,000 increase in 1995 from 1994. The 1996 expense increases were primarily related to a recapitalization plan which was rejected by the stockholders. ANALYSIS OF OTHER OPERATING EXPENSES (In Thousands of Dollars) 1996 1995 1994 ------ ------ ------ Salaries and employee benefits $1,074 $1,036 $ 972 Expenses related to other real estate and reposessed property, net of rental income on these properties 17 9 8 Net occupancy expense 421 432 426 Equipment and computer expense 187 204 193 Professional fees and services 357 132 128 Advertising and public relations 47 38 35 Stationery and supplies 44 39 42 FDIC and other insurance 37 89 141 Directors fees 79 91 64 Other operating expenses 233 209 204 ------ ------ ------ $2,496 $2,279 $2,213 GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ANALYSIS OF OTHER OPERATING EXPENSES(continued) 1996/1995 1995/1994 Change Change ------------- ------------- Amount % Amount % ------------- ------------- Salaries and employee benefits $ 38 4 $ 64 7 Expenses related to other real estate and reposessed property, net of rental income on these properties 8 89 1 12 Net occupancy expense (11) (3) 6 1 Equipment and computer expense (17) (8) 11 6 Professional fees and services 225 170 4 3 Advertising and public relations 9 24 3 9 Stationery and supplies 5 13 (3) (7) FDIC and other insurance (52) (58) (52) (37) Directors fees (12) (13) 27 42 Other operating expenses 24 11 5 2 ---- ---- $217 10 $ 66 3 ==== == ==== == LIQUIDITY AND CAPITAL RESOURCES Principal components of Bancshares' funds management program are the maintenance of adequate liquidity and the management of rate sensitive assets and liabilities. These strategies are designed to integrate sources and investment of funds to assure the Bank's ability to meet effectively the requirements of customers for loan and deposit withdrawals. Liquidity management attempts to match the sources and uses of funds, while interest sensitivity management attempts to stabilize net interest income during periods of changing interest rates. Some liquidity is assured by maintaining marketable assets which may immediately be converted into cash, by receipt of loan repayments, and by the maturity of other earning assets. Liquidity from liabilities results from the generation of new deposits as well as short-term purchases of federal funds. The Bank has $7,051,000 in loans outstanding scheduled to mature in 1997 and another $11,855,000 floating rate loans which reprice annually or more frequently. In addition $7,985,000 of investment securities will mature in 1997 and another $5,135,000 of floating rate debt securities will reprice within one year. Federal funds GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES(continued) sold amounted to $5,350,000 on December 31, 1996. These funds sold can immediately be converted to cash without interest or principal penalty. Capital adequacy depends on a variety of interacting factors, including asset quality, liquidity, economic conditions in the market served and strength of management. Bancshares' ratio of stockholders' equity to assets and to total deposits at December 31, 1996, 1995, and 1994 are as follows (in thousands of dollars): 1996 1995 1994 Stockholders' equity $ 5,566 $ 5,662 $ 5,179 Total assets 66,430 60,245 60,687 Total deposits 56,793 50,770 51,498 Ratio of stockholders' equity to: Total assets 8.4% 9.4% 8.5% Total deposits 9.8% 11.2% 10.1% Bancshares does not have immediate plans for expansion through acquisitions of other banks or financial institutions, or commit- ments for significant capital expenditures. A new form of capital measurement, risk-based capital, was imple- mented by regulatory authorities in recent years. Under this measure, distinctions are made according to the relative risks incurred among the various items on and off of the balance sheet. Under regulatory guidelines, for Guaranty Bancshares, Tier 1 capital represents the sum of stockholders' equity. Total capital represents Tier 1 capital plus the allowance for loan losses, subject to limitations defined by regulatory authorities. These are usually expressed as a percentage of risk-weighted assets. Risk-weighted assets are the total of assets and off-balance sheet items which have been weighted based upon risk factors assigned by the regulatory authorities. Banks and bank holding companies are considered to be well capitalized with total capital of 10% and Tier 1 capital of not less than 6%. Selected capital adequacy measures for Bancshares and Guaranty Bank are as follows as of December 31, 1996: Risk-based capital GUARANTY GUARANTY BANCSHARES BANK Tier 1 9.81% 9.31% Total capital 10.67% 10.16% Leverage ratio 8.83% 8.79% GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES(continued) Bancshares paid a $2.70 dividend on its $2.70 cumulative preferred stock, on January 24, 1997. No dividends have been declared or paid on its $.50 cumulative preferred stock since their issuance. As a result, accumulated and unpaid dividends are as follows: $2.70 Preferred stock, dividends accumulated from January 13, 1991 through January 13, 1997 $2,446,892 $.50 Preferred stock, dividends accumulated from January 13, 1990 through January 13, 1997 80,325 $2,527,217 Bancshares' primary source of income is dividends from the Bank. FUTURE FINANCIAL ACCOUNTING AND INCOME TAX MATTERS EFFECTS OF INFLATION Due to our size, Bancshares is not required to make price level disclosures in our financial statements. Although the rate of inflation has stabilized in recent years, the long-term effects of previous years continue to impact the Bank's operations. However, since most of the assets and liabilities of a financial institution are monetary in nature, changes in interest rates have a much more significant impact on performance than the effects of general levels of inflation. Inflation does impact the growth of total assets in the banking industry and the need to retain earnings to increase and maintain equity at appropriate capital/asset ratios. REGULATORY MATTERS At periodic intervals, examiners from the Louisiana Department of Financial Institutions and the FDIC routinely examine the Bank's financial statements as part of their legally prescribed oversight of the banking industry. Based on these examinations, the regulators can direct that the Bank's financial statements be adjusted in accordance with their findings. The regulators have not proposed significant adjustments to the Bank's financial statements in prior years. Although no adjustments are anticipated, in view of the increasingly uncertain regulatory environment in which the Bank now operates, the extent, if any, of such adjustments to the 1996 financial statements cannot presently be determined. INTEREST RATE AND INTEREST DIFFERENTIAL (In thousands) 1996 ------------------------- Daily Amount Average Earned Average Balance or Paid Rate ASSETS: Interest earning assets Loans $36,715 $ 3,467 9.4% Taxable securities 15,099 864 5.7 Tax exempt securities 670 38 5.7 Federal fund sold and time deposits with other banks 5,174 275 5.3 ------- ------- Total interest earning assets 57,658 4,644 8.1% ------- ------- --- Non-interest earning assets: Cash and due from banks 2,081 Bank premises and equipment 2,062 Other assets 1,413 Allowance for loan losses (507) ------- Total assets $62,707 ======= LIABILITIES AND STOCKHOLDERS' EQUITY: Interest bearing liabilities: Deposits: Savings accounts 6,760 186 2.8% NOW accounts 6,065 135 2.2 Money market investment accounts 6,649 188 2.8 Other time deposits 24,475 1,220 5.0 Federal funds purchased 1 - - Investment in capital lease 1,589 159 10.0 Notes payable 1,574 109 6.9 ------- ------- Total interest bearing liabilities 47,113 1,997 4.2% ------- ------- ---- Non-interest bearing liabilities and stockholders' equity Demand deposits 9,166 Other liabilities 634 Stockholders' equity 5,794 ------- Total liabilities and stockholders' equity $62,707 ======= Net interest income/average Interest earnings assets $ 2,647 4.6% ======= === 1995 ------------------------- Daily Amount Average Earned Average Balance or Paid Rate ASSETS: Interest earning assets Loans $35,112 $ 3,430 9.8% Taxable securities 15,432 898 5.8 Tax exempt securities 400 22 5.5 Federal fund sold and time deposits with other banks 3,242 189 5.8 ------- ------- Total interest earning assets 54,186 4,539 8.4% ------- ------- --- Non-interest earning assets: Cash and due from banks 2,120 Bank premises and equipment 2,135 Other assets 1,475 Allowance for loan losses (509) ------- Total assets $59,407 ======= LIABILITIES AND STOCKHOLDERS' EQUITY: Interest bearing liabilities: Deposits: Savings accounts 7,133 205 2.9% NOW accounts 4,852 112 2.3 Money market investment accounts 5,379 143 2.7 Other time deposits 24,887 1,213 4.9 Federal funds purchased - - - Investment in capital lease 1,678 168 10.0 Notes payable 1,768 122 6.9 ------- ------- Total interest bearing liabilities 45,697 1,963 4.3% ------- ------- ---- Non-interest bearing liabilities and stockholders' equity Demand deposits 7,806 Other liabilities 478 Stockholders' equity 5,426 ------- Total liabilities and stockholders equity $59,407 ======= Net interest income/average Interest earnings assets $ 2,576 4.6% ======= === 1996 Compared with 1995 Variance due to --------------------------- Rate/ Volume Rate Volume Total ASSETS: Interest earning assets Loans 157 (115) (5) 37 Taxable securities (19) (15) - (34) Tax exempt securities 15 1 - 16 Federal fund sold and time deposits with other banks 113 (17) (10) 86 ---- ---- ---- ---- Total interest earning assets 266 (146) (15) 105 ---- ---- ---- ---- Non-interest earning assets: Cash and due from banks Bank premises and equipment Other assets Allowance for loan losses Total assets LIABILITIES AND STOCKHOLDERS' EQUITY: Interest bearing liabilities: Deposits: Savings accounts (11) (8) - (19) NOW accounts 28 (4) (1) 23 Money market investment accounts 34 9 2 45 Other time deposits (20) 27 - 7 Federal funds purchased - - - - Investment in capital lease (9) - - (9) Notes payable (13) - - (13) ---- ---- ---- ---- Total interest bearing liabilities 9 24 1 34 ---- ---- ---- ---- Non-interest bearing liabilities and stockholders' equity Demand deposits Other liabilities Stockholders' equity Total liabilities and stockholders equity Net income/average Interest earnings assets 257 (170) (16) 71 ==== ==== ==== ==== 1995 Compared with 1994 Variance due to --------------------------- Rate/ Volume Rate Volume Total ASSETS: Interest earning assets Loans 93 50 1 144 Taxable securities 3 163 1 167 Tax exempt securities 15 (1) (1) 13 Federal fund sold and time deposits with other banks 59 27 19 105 ---- ---- ---- ---- Total interest earning assets 170 239 20 429 ---- ---- ---- ---- Non-interest earning assets: Cash and due from banks Bank premises and equipment Other assets Allowance for loan losses Total assets LIABILITIES AND STOCKHOLDERS' EQUITY: Interest bearing liabilities: Deposits: Savings accounts (25) (11) 1 (35) NOW accounts 6 (7) - (1) Money market investment accounts 21 3 - 24 Other time deposits 71 219 17 307 Federal funds purchased - - - - Investment in capital lease (8) - - (8) Notes payable 26 2 1 29 ---- ---- ---- ---- Total interest bearing liabilities 91 206 19 316 ---- ---- ---- ---- Non-interest bearing liabilities and stockholders' equity Demand deposits Other liabilities Stockholders' equity Total liabilities and stockholders' equity Net interest income/average Interest earnings assets 79 33 1 113 ==== ==== ==== ==== Loans on which interest accruals have been stopped are included in the daily average balances of loans outstanding. Yields on tax exempt securities have not been computed on a pre-tax equivalent basis. MANAGEMENT STATEMENT The accompanying financial statements and related financial data were prepared by management, which is responsible for the integrity and objectivity of the data presented, including amounts that must necessarily be based on judgments and estimates. The financial statements were prepared in conformity with generally accepted accounting principles, and in situations where acceptable alternative accounting principles exist, management selected the method which was appropriate in the circumstances. All financial information contained in this annual report is consistent with that in the financial statements. Management depends upon Guaranty Bancshares' system of internal control in meeting its responsibilities for reliable financial statements. In management's opinion, these systems provide reasonable assurance that assets are safeguarded and that transactions are properly recorded and executed in accordance with management's authorization. Judgments are required to assess and balance the relative cost and expected benefits of these controls. As an integral part of the systems of internal control, Guaranty Bancshares maintains a professional staff which conducts operational and special reviews and coordinates audit coverage with the independent certified public accountants. The financial statements have been audited by Darnall, Sikes, Kolder, Frederick & Rainey, independent certified public accountants, whose independent professional opinion on management's financial statements appears in the financial statements. The Audit Committee of the Board of Directors, composed solely of outside directors, may meet periodically with the independent certified public accountants and management to review the work of each and ensure that each is properly discharging its responsibilities. The independent certified public accountants have free access to the Committee, to discuss the results of their audit work and their evaluations of the adequacy of internal controls and the quality of financial reporting. INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholders of Guaranty Bancshares Holding Corporation Morgan City, Louisiana We have audited the consolidated statements of financial condition of Guaranty Bancshares Holding Corporation and Subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the years ended December 31, 1996, 1995 and 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Guaranty Bancshares Holding Corporation and Subsidiaries as of December 31, 1996, and 1995 and the results of heir operations and their cash flows for the years ended December 31, 1996, 1995 and 1994 in conformity with generally accepted accounting principles. Darnall, Sikes, Kolder, Frederick & Rainey A Corporation of Certified Public Accountants Morgan City, Louisiana January 10, 1997 GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Financial Condition December 31, 1996 and 1995 1996 1995 ASSETS CASH AND DUE FROM BANKS $ 2,626,234 $ 3,229,648 FEDERAL FUNDS SOLD 5,350,000 3,325,000 INVESTMENT SECURITIES Securities held to maturity (market value $12,832,000 and $10,980,000, respectively) 12,817,805 10,963,516 Securities available for sale, at market 4,648,356 5,196,792 Total investment securities 17,466,161 16,160,308 LOANS 38,151,912 34,552,371 Less: Allowance for loan losses 505,948 503,826 Unearned income 9,660 6,795 Total net loans 37,636,304 34,041,750 OTHER REAL ESTATE - 64,682 BANK PREMISES AND EQUIPMENT 1,968,945 2,083,415 ACCRUED INTEREST RECEIVABLE 339,229 375,810 OTHER ASSETS 1,043,616 963,977 TOTAL ASSETS $66,430,489 $60,244,590 =========== =========== (Continued) GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Financial Condition (Continued) December 31, 1996 and 1995 1996 1995 LIABILITIES AND STOCKHOLDERS' EQUITY DEPOSITS Non-interest bearing deposits $ 8,825,716 $ 8,418,740 NOW account deposits 7,539,524 5,404,616 Money market investment accounts 8,460,816 6,842,230 Savings deposits 6,675,204 7,147,835 Other time deposits 18,886,236 17,330,796 Certificates of deposits of $100,000 or more 6,405,906 5,625,997 Total deposits 56,793,402 50,770,214 Notes payable 1,480,051 1,681,446 Obligation under capital lease 1,546,121 1,631,734 Accrued interest payable 209,675 135,287 Other liabilities 834,829 363,896 Total liabilities 60,864,078 54,582,577 COMMITMENTS AND CONTINGENCIES - - STOCKHOLDERS' EQUITY $2.70 cumulative preferred stock 3,481,115 3,481,115 $.50 cumulative preferred stock 107,310 107,310 Class A common stock 1,050,000 1,050,000 Class B common stock 17,088 17,088 Capital surplus 2,039,004 2,039,004 Accumulated deficit (1,130,771) (1,023,669) Treasury stock (13,835) (15,835) Net unrealized gain on securities available for sale 16,500 7,000 Total stockholders' equity 5,566,411 5,662,013 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $66,430,489 $60,244,590 =========== =========== The accompanying notes are an integral part of this statement. GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Income Years Ended December 31, 1996, 1995 and 1994 1996 1995 1994 INTEREST INCOME Interest and fees on loans $ 3,466,559 $ 3,430,339 $ 3,285,524 Interest on investment securities: U. S. Treasury securities 38,775 256,200 221,301 Obligations of U. S. agencies and corporations 801,822 616,860 493,449 Obligations of states and political subdivisions 37,878 22,312 8,610 Other investments 23,919 25,070 16,528 Interest on federal funds sold and time deposits with banks 275,281 188,458 84,242 Total interest income 4,644,234 4,539,239 4,109,654 INTEREST EXPENSE Interest on deposit accounts 1,729,347 1,673,166 1,377,954 Interest on federal funds purchased 65 - - Interest on capital lease 158,953 167,840 175,891 Interest on notes payable 108,908 121,957 93,082 Total interest expense 1,997,273 1,962,963 1,646,927 Net interest income 2,646,961 2,576,276 2,462,727 RECOVERY FROM LOAN LOSSES - 100,000 180,000 Net interest income after recovery from loan losses 2,646,961 2,676,276 2,642,727 (Continued) GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Income Years Ended December 31, 1996, 1995 and 1994 1996 1995 1994 OTHER INCOME Service charges on deposit accounts 183,371 204,908 231,685 Insurance commissions, other service charges and fees 59,512 54,061 54,967 Other operating income 40,874 83,711 77,439 Total other income 283,757 342,680 364,091 OPERATING EXPENSES 2,496,072 2,278,787 2,213,202 Net income before income tax expense 434,646 740,169 793,616 INCOME TAX EXPENSE Current 126,127 96,046 4,622 Deferred 24,118 166,954 280,878 150,245 263,000 285,500 Net income 284,401 477,169 508,116 DIVIDENDS REQUIRED FOR PREFERRED STOCK (402,453) (402,453) (404,275) NET INCOME (LOSS) AVAILABLE FOR COMMON STOCKHOLDERS $ (118,052) $ 74,716 $ 103,841 ============ =========== =========== Income (loss) per common share $ (.32) $ .20 $ .28 =========== =========== =========== Weighted average common shares outstanding 372,958 373,728 374,375 =========== =========== =========== The accompanying notes are an integral part of this statement. GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity Years Ended December 31, 1996, 1995 and 1994 $2.70 Cumulative Preferred Number of Shares Authorized Issued Amount Balance at January 1, 1994 145,676 145,676 $3,497,320 Net income - - - Cash dividends: $2.70 preferred stock - - - Change in net unrealized (loss) on securities available for sale - - - Balance at December 31, 1994 145,676 145,676 3,497,320 Net income - - - Acquisition of treasury stock: 675 shares $2.70 cumulative preferred stock (675) (675) (16,205) Change in net unrealized gain on securities available for sale - - - Balance at December 31, 1995 145,001 145,001 3,481,115 Net income - - - Cash dividends: $2.70 preferred stock - - - Sale of treasury stock 400 shares Class A Common - - - Change in net unrealized gain on securities available for sale - - - Balance at December 31, 1996 145,001 145,001 $3,481,115 ======== ======== ========== (Continued) GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity (Continued) Years Ended December 31, 1996, 1995 and 1994 $.50 Cumulative Preferred Number of Shares Authorized Issued Amount Balance at January 1, 1994 64,324 21,900 $107,310 Net income - - - Cash dividends: $2.70 preferred stock - - - Change in net unrealized (loss) on securities available for sale - - - Balance at December 31, 1994 64,324 21,900 107,310 Net income - - - Acquisition of treasury stock: 675 shares $2.70 cumulative preferred stock 675 - - Change in net unrealized gain on securities available for sale - - - Balance at December 31, 1995 64,999 21,900 107,310 Net income - - - Cash dividends: $2.70 preferred stock - - - Sale of treasury stock 400 shares Class A Common - - - Change in net unrealized gain on securities available for sale - - - Balance at December 31, 1996 64,999 21,900 $107,310 ======= ======= ======== (Continued) GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity (Continued) Years Ended December 31, 1996, 1995 and 1994 Class A Common Number of Shares Authorized Issued Amount Balance at January 1, 1994 210,000 210,000 $1,050,000 Net income - - - Cash dividends: $2.70 preferred stock - - - Change in net unrealized (loss) on securities available for sale - - - Balance at December 31, 1994 210,000 210,000 1,050,000 Net income - - - Acquisition of treasury stock: 675 shares $2.70 cumulative preferred stock - - - Change in net unrealized gain on securities available for sale - - - Balance at December 31, 1995 210,000 210,000 1,050,000 Net income - - - Cash dividends: $2.70 preferred stock - - - Sale of treasury stock 400 shares Class A Common - - - Change in net unrealised gain on securities available for sale - - - Balance at December 31, 1996 210,000 210,000 $1,050,000 ======== ======== ========== (Continued) GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity (Continued) Years Ended December 31, 1996, 1995 and 1994 Class B Common Number of Shares Authorized Issued Amount Balance at January 1, 1994 210,000 170,877 $17,088 Net income - - - Cash dividends: $2.70 preferred stock - - - Change in net unrealized (loss) on securities available for sale - - - Balance at December 31, 1994 210,000 170,877 17,088 Net income - - - Acquisition of treasury stock: 675 shares #2.70 cumulative preferred stock - - - Change in net unrealized gain on securities available for sale - - - Balance at December 31, 1995 210,000 170,877 17,088 Net income - - - Cash dividends: $2.70 preferred stock - - - Sale of treasury stock 400 shares Class A Common - - - Change in net unrealized gain on securities available for sale - - - Balance at December 31, 1996 210,000 170,877 $ 17,088 ======== ======== ======== (Continued) GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity (Continued) Years Ended December 31, 1996, 1995 and 1994 Capital Accumulated Surplus Deficit Balance at January 1, 1994 $2,039,004 $(1,914,676) Net income - 508,116 Cash dividends: $2.70 preferred stock - (98,333) Change in net unrealized (loss) on securities available for sale - - Balance at December 31, 1994 2,039,004 (1,504,893) Net income - 477,169 Acquisition of treasury stock: 675 shares $2.70 cumulative preferred stock - 4,055 Change in net unrealized gain on securities available for sale - - Balance at December 31, 1995 2,039,004 (1,023,669) Net income - 284,401 Cash dividends: $2.70 preferred stock - (391,503) Sale of treasury stock 400 shares Class A Common - - Change in net unrealized gain on securities available for sale - - Balance at December 31, 1996 $2,039,004 $(1,130,771) ========== =========== (Continued) GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity (Continued) Years Ended December 31, 1996, 1995 and 1994 Net Unrealized Gain (Loss) on Securities Treasury Available Stock For Sale Balance at January 1, 1994 $(15,835) $ - Net income - - Cash dividends: $2.70 preferred stock - - Change in net unrealized (loss) on securities available for sale - (11,000) Balance at December 31, 1994 (15,835) (11,000) Net income - - Acquisition of treasury stock: 675 shares $2.70 cumulative preferred stock - - Change in net unrealized gain on securities available for sale - 18,000 Balance at December 31, 1995 (15,835) 7,000 Net income - - Cash dividends: $2.70 preferred stock - - Sale of treasury stock 400 shares Class A Common 2,000 - Change in net unrealized gain on securities available for sale - 9,500 Balance at December 31, 1996 $(13,835) $ 16,500 ======== ======== GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Years Ended December 31, 1996, 1995 and 1994 1996 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 284,401 $ 477,169 $ 508,116 Adjustments to reconcile net income to net cash provided by operating activities: Accretion of discount on investments (234,221) (234,681) (42,311) Recovery from loan losses - (100,000) (180,000) Gain on sale of fixed assets - (9,495) (8,294) Gain on sale of other real estate - (38,892) (5,846) Depreciation and amortization 306,389 302,965 274,605 (Increase) decrease in accrued interest receivable 36,581 (15,329) (7,537) Increase (decrease) in accrued interest payable 74,388 11,186 34,369 Increase (decrease) in other liabilities 79,430 54,993 (338,586) Net cash provided by operating activities 546,968 447,916 234,516 CASH FLOWS FROM INVESTING ACTIVITIES Increase in federal funds sold (2,025,000) (685,000) (1,540,000) Proceeds from maturities of investment securities 30,558,374 20,542,000 12,979,412 (Continued) GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Continued) Years Ended December 31, 1996, 1995 and 1994 1996 1995 1994 Purchase of investment securities (31,620,506) (19,776,840) (12,693,828) Net (increase) decrease in loans (3,594,554) 231,171 (3,006,098) Proceeds from sales of other real estate and repossessed property 64,682 149,903 43,000 Sale of interest- bearing deposits - - 515,000 Proceeds from sales of premises and equipment - 6,500 26,000 Purchase of bank premises and equipment (191,919) (180,268) (58,034) Changes in other assets (79,639) 50,138 187,029 Proceeds from sale of treasury stock 2,000 - - Net cash provided (used) by investing activities (6,886,562) 337,604 (3,547,519) CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in demand deposits, NOW accounts and savings accounts 5,243,279 2,374,307 (180,520) Net increase (decrease) in certificates of deposit 779,909 (3,101,717) 4,624,921 Proceeds from note payable - - 1,400,000 Repayment of notes payable (201,395) (172,723) (127,243) (Continued) GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Continued) Years Ended December 31, 1996, 1995 and 1994 1996 1995 1994 Repayments of capital lease obligation (85,613) (91,605) (76,218) Net cash provided (used) by financing activities 5,736,180 (991,738) 5,640,940 Net increase (decrease) in cash, cash equivalents and due from banks (603,414) (206,218) 2,327,937 CASH, CASH EQUIVALENTS AND DUE FROM BANKS, beginning of year 3,229,648 3,435,866 1,107,929 CASH, CASH EQUIVALENTS AND DUE FROM BANKS, end of year $ 2,626,234 $ 3,229,648 $ 3,435,866 ============ ============ ============ Supplemental Cash Flow Information: Interest paid $ 1,922,885 $ 1,951,777 $ 1,612,558 ============ ============ ============ The accompanying notes are an integral part of this statement. GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (1) Summary of Significant Accounting Policies The accounting and reporting policies of Guaranty Bancshares Holding Corporation (Bancshares) and its subsidiaries conform with generally accepted accounting principles and general practices followed in the banking industry. The principles which significantly affect the determination of financial position, results of operations and cash flows are summarized below: A. Basis of Accounting The consolidated financial statements include the accounts of Bancshares and its wholly-owned subsidiaries. Significant intercompany accounts and transactions are eliminated. B. Investment Securities On January 1, 1994, Bancshares adopted Statement of Financial Accounting Standards (SFAS) No. 115 "Accounting for Certain Investments in Debt and Equity Securities." SFAS No. 115 requires the classification of securities into one of three categories: trading, available for sale or held to maturity. Securities which Bancshares has the intent and ability to hold for the long-term or until maturity are classified as held to maturity or held for investment. These securities are stated at cost, adjusted for amortization of premiums and accretion of discounts using either the interest method or straight-line method, which produces approximately the same results. Realized gains or losses are recognized at the time of sale or call of a security and are shown as a separate component of other income in the consolidated statements of income. Securities which may be sold in response to changes in interest rates, liquidity needs or asset/liability management strategies are classified as held for sale. These securities are stated at market. Adjustments to market are shown as a separate component of stockholders' equity. Interest earned on investment securities is included in interest income. Also included in interest income are amortization of premiums and accretion of discounts on investment securities which were computed using the straight-line method. C. Loans Interest income on commercial, real estate, mortgage and installment loans is accrued based on the principal amounts outstanding. Nonperforming loans consist of nonaccrual loans and restructured loans. Loans past due 90 days or more are considered to be performing until placed on nonaccrual status. Loans are placed on nonaccrual status when, in the opinion of management, there is sufficient uncertainty as to timely collection of reported earnings of some or all of the contractual interest. When a loan is placed on nonaccrual status, interest accrued but not collected is usually reversed against interest income. Generally, any payments received on nonaccrual loans are first applied to reduce outstanding principal amounts. Loans are not reclassified as accruing until interest and principal payments are brought current and future payments are reasonably assured. D. Allowance for Loan Losses The allowance for loan losses is established through a provision for loan losses charged to expense. The allowance represents an amount which, in management's judgement, will be adequate to absorb probable losses on existing loans that may become uncollectible. Management's judgement in determining the adequacy of the allowance is based on evaluations of the collectibility of loans. Ultimate losses may vary from the current estimates. These estimates are reviewed periodically and, as adjustments become necessary, they are reported in earnings in the periods in which they become known. These evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, current economic conditions that may affect the borrower's ability to pay, overall portfolio quality, and review of specific problem loans. Loans are charged against the allowance for loan losses when management believes that collectibility of the principal is unlikely. E. Depreciation Premises and equipment are stated at cost, less accumulated depreciation and amortization of $1,870,187 and $1,578,835 at December 31, 1996 and 1995, respectively. For book purposes, depreciation and amortization are included in occupancy equipment expenses and are computed on the straight line basis over the useful lives of the assets which range from three to forty years. For income tax purposes, depreciation of assets acquired prior to January 1, 1981, is calculated on the straight-line method and depreciation of assets acquired after December 31, 1980, is calculated using the Accelerated Cost Recovery (ACRS) or Modified Accelerated Cost Recovery (MACRS) System of the Internal Revenue Service. Maintenance and repairs which do not extend the life of banking premises and equipment are charged to operating expenses. F. Foreclosed Assets Property acquired through foreclosure is stated at the lower of the recorded amount of the loan for which the foreclosed asset served as collateral or the current fair market value. Fair value is the anticipated sales price of the assets, based upon independent appraisals and other relevant factors. When a reduction of the carrying value to the fair value is required at the time the loan is reclassified as a foreclosed asset, the difference is charged to the allowance for loan losses. Any subsequent reductions are charged to nonperforming assets expense. Revenues and expenses associated with operating or disposing of foreclosed assets are recorded during the period in which they are incurred. G. Income Taxes Bancshares and its subsidiaries file a consolidated federal income tax return. Income is allocated to each member of the group using the percentage-of-taxable-income method. The Company has adopted SFAS 109, "Accounting for Income Taxes", to account for deferred income taxes. Deferred taxes are computed based on the tax liability or benefit in future years of the reversal of temporary differences in the recognition of income or deduction of expenses between financial and tax reporting purposes. The principal items resulting in the differences are net operating loss carryforwards, tax credit carryforwards, differences due to book and tax depreciation differences, and basis difference in the reserve for loan losses. The net difference between tax expense and taxes currently payable is reflected in the statement of financial condition as deferred taxes. Deferred tax assets and/or liabilities are classified as current and noncurrent based on the classification of the related asset or liability for financial reporting purposes, or based on the expected reversal date for deferred taxes that are not related to an asset or liability. H. Cash Equivalents For purposes of the Statements of Cash Flows, the Bank considers cash equivalents to be "cash and due from banks." I. Earnings Per Common Share Income for primary earnings per share is adjusted for preferred stock dividends. Earnings per share are computed based on the weighted average number of common shares outstanding. J. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures on contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for losses on loans and the valuation of foreclosed real estate. In connection with the determination of the estimated losses on loans and foreclosed real estate, management obtains independent appraisals for significant properties. While management uses available information to recognize losses on loans and foreclosed real estate, further reductions in the carrying amounts of loans and foreclosed assets may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans and foreclosed real estate. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to them at the time of their examination. (2) Cash and Due From Banks The Bank is required to maintain average reserve balances with the Federal Reserve Bank. "Cash and due from banks" in the consolidated statements of financial condition include amounts so restricted of $301,000 and $241,000 at December 31, 1996 and 1995, respectively. (3) Investment Securities An analysis of the amortized cost and market value of the investment portfolio by maturity periods at December 31, 1996 follows (in thousands): Amortized Market Cost Value Due within one year $11,485 $11,502 Due from one to five years 4,387 4,404 Due from five to ten years 354 361 Due after ten years 1,215 1,213 Total investment securities $17,441 $17,480 A summary of securities classified as held to maturity and available for sale at amortized cost and approximate market values follows (in thousands): Amortized Cost Maturing Within One to 5-10 Over 1 Yr 5 Yrs Yrs 10 Yrs Total December 31, 1996: Held to maturity U. S. Treasury securities $ 250 $ - $ - $ - $ 250 Obligations of U. S. agencies and corporations 8,696 3,083 26 93 11,898 Obligations of states and political subdivisions 30 303 328 - 661 Other investments 9 - - - 9 TOTAL $8,985 $3,386 $ 354 $ 93 $12,818 ====== ====== ====== ====== ======= Gross Approx. Unrealized Market Gains Losses Value December 31, 1996: Held to maturity U. S. Treasury securities $ 1 $ - $ 251 Obligations of U. S. agencies and corporations 8 8 11,898 Obligations of states and political subdivisions 13 - 674 Other investments - - 9 TOTAL $ 22 $ 8 $12,832 ====== ====== ======= Amortized Cost Maturing Within One to 5-10 Over 1 Yr 5 Yrs Yrs 10 Yrs Total Available for sale Obligations of U. S. agencies and corporations $2,501 $1,000 $ - $ 608 $4,109 Federal Home Loan Bank Stock, restricted - - - 364 364 Other investments - - - 150 150 TOTAL $2,501 $1,000 $ - $1,122 $4,623 ====== ====== ====== ====== ====== Gross Approx. Unrealized Market Gains Losses Value Available for sale Obligations of U. S. agencies and corporations $ 30 $ 5 $4,134 Federal Home Loan Bank stock, restricted - - 364 Other investments - - 150 TOTAL $ 30 $ 5 $4,648 ====== ====== ====== Amortized Cost Maturing Within One to 5-10 Over 1 Yr 5 Yrs Yrs 10 Yrs Total December 31, 1995: Held to maturity U. S. Treasury securities $1,997 $ - $ - $ - $ 1,997 Obligations of U. S. agencies and corporations 4,968 3,072 92 123 8,255 Obligations of states and political subdivisions 31 250 411 - 692 Other investments - 20 - - 20 TOTAL $6,996 $3,342 $ 503 $ 123 $10,964 ====== ====== ====== ====== ======= Gross Approx. Unrealized Market Gains Losses Value December 31, 1995: Held to maturity U. S. Treasury securities $ 2 $ - $ 1,999 Obligations of U. S. agencies and corporations 8 11 8,252 Obligations of states and political subdivisions 17 - 709 Other investments - - 20 TOTAL $ 27 $ 11 $10,980 ====== ====== ======= Amortized Cost Maturing Within One to 5-10 Over 1 Yr 5 Yrs Yrs 10 Yrs Total Available for sale Obligations of U. S. agencies and corporations$ 500 $3,505 $ - $ 688 $ 4,693 Federal Home Loan Bank stock, restricted - - - 343 343 Other investments - - - 150 150 TOTAL $ 500 $3,505 $ - $1,181 $ 5,186 ====== ====== ====== ====== ======= Gross Approx. Unrealized Market Gains Losses Value Available for sale Obligations of U. S. agencies and corporations $ 14 $ 3 $4,704 Federal Home Loan Bank stock, restricted - - 343 Other investments - - 150 TOTAL $ 14 $ 3 $5,197 ====== ====== ====== Neither Bancshares nor its subsidiaries engage in securities trading activities. Investment securities with aggregate carrying values of approximately $9,047,000 and $6,882,000 at December 31, 1996 and 1995, respectively, were pledged to secure public deposits as required by law. Maturities of mortgage-backed securities are included in obligations of U.S. agencies and corporations and are classified by contractual (stated) maturity dates. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. During 1996, $159,000 of mortgage-backed securities were paid out prior to maturity. (4) Loans Major classifications of loans at December 31, 1996 and 1995 are as follows: December 31, 1996 1995 Commercial, financial and agricultural $28,739,748 $26,762,289 Real estate 2,849,817 2,189,211 Installment 6,562,347 5,600,871 38,151,912 34,552,371 Less: Unearned income (9,660) (6,795) $38,142,252 $34,545,576 =========== =========== The Bank has had transactions, in the ordinary course of business, with officers and directors of Bancshares and of the Bank, their immediate families and companies of which the directors are principal owners. All such transactions were on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others and did not involve more than normal risk of collectibility or present other unfavorable features. Loans to these persons and the related activity for 1996 are summarized as follows: Balance, January 1, 1996 $1,728,462 Additions and new directors 2,458,739 Payments and persons no longer with the bank (965,135) Balance, December 31, 1996 $3,222,066 ========== A summary of transactions in the allowance for loan losses follows: Year Ended December 31, 1996 1995 1994 Balance, beginning of year $ 503,826 $ 502,145 $ 620,795 Losses charged to allowance (8,271) (17,526) (34,944) Recoveries credited to allowance 10,393 119,207 96,294 Recovery credited to expense - (100,000) (180,000) Balance, end of year $ 505,948 $ 503,826 $ 502,145 ========= ========= ========= The Bank had non-performing loans on non-accrual status aggregating approximately $145,000 at December 31, 1996 and $84,000 at December 31, 1995. During the years ended December 31, 1996 and December 31, 1995, the Bank recognized approximately $2,000 and $4,000, respectively in interest income related to these loans. No interest income was recognized in 1994. Had all the non-performing loans during the years been accruing interest at their contracted rates, approximately $13,000, $4,000 and $3,000 of additional interest income would have been recognized for 1996, 1995 and 1994, respectively. (5) Bank Premises and Equipment Major classification of these assets at December 31, 1996 and 1995 are summarized as follows: 1996 1995 Land $ 161,867 $ 10,000 Buildings 652,526 652,526 Leased assets and improvements 1,976,310 1,976,310 Furniture and equipment 1,048,429 1,023,414 3,839,132 3,662,250 Accumulated depreciation and amortization 1,870,187 1,578,835 $1,968,945 $2,083,415 Depreciation and amortization amounted to $306,389, $302,965, and $274,605 for 1996, 1995 and 1994, respectively. (6) Deposits A summary of interest expense on deposit accounts follows: Year Ended December 31, 1996 1995 1994 NOW accounts $ 134,655 $ 111,664 $ 112,841 Money market investment accounts 188,085 142,802 118,670 Savings deposits 185,701 205,396 240,710 Other time and certificates of deposits 1,220,906 1,213,304 905,733 $1,729,347 $1,673,166 $1,377,954 ========== ========== ========== Interest expense on certificates of deposits of $100,000 or more for 1996, 1995 and 1994 was approximately $322,000, $349,000, and $307,000, respectively. At December 31, 1996, the scheduled maturities of Certificates of Deposit are as follows: 1997 $23,069,296 1998 1,268,479 1999 704,273 2000 169,379 2001 80,715 $25,292,142 =========== The amount of deposits of related parties at December 31, 1996 was $3,027,065. (7) Notes Payable Notes payable to the Federal Home Loan Bank of Dallas, secured by all first mortgage documents relating to one-to-four family residential dwellings in the amount of $5,325,000. 1996 1995 120 monthly installments, 5.9 percent $ 433,238 $ 485,563 96 monthly installments, 7.34 percent 1,046,813 1,195,883 $1,480,051 $1,681,446 ========== ========== Maturities of long-term debt are as follows: 1997 $ 215,885 1998 231,426 1999 248,096 2000 265,976 2001 285,156 thereafter 233,512 $1,480,051 ========== (8) Stockholders' Equity On October 31, 1988 Bancshares exchanged approximately 85 percent of its then outstanding 10% subordinated debentures for Class B common stock and $2.70 cumulative preferred stock. Bancshares sold 14,700 shares of $.50 cumulative preferred stock and 14,700 shares of Class B common stock in 1989 and 7,200 shares of $.50 cumulative preferred stock and Class B common stock in 1990 (some of which was sold to Directors of Bancshares). Dividends required on the cumulative preferred stock at year end are deducted from the net income to reflect the net income applicable to common shareholders. No dividends may be paid on common stock until all unpaid dividends on preferred stock have been paid. The Board of Directors declared a $2.70 dividend on the $2.70 preferred stock, paid on January 24, 1997. The holders of the preferred stock have no voting rights. In the event of any liquidation or dissolution of Bancshares, the $2.70 preferred stock shareholders are entitled to receive $27.00 per share, plus accrued and unpaid dividends to the date of payment, before any distribution may be made to the holders of the $.50 preferred or common stock and the $.50 preferred stockholders are entitled to receive $5.00 per share, plus accrued and unpaid dividends to the date of payment, before any distribution may be made to the holders of the common stock. The $2.70 cumulative preferred stock is redeemable in whole or in part at the Company's option providing that all cumulative dividends have been paid. The Class B common stock does not differ from the Class A common stock except that Class A common stock has a par value of $5 per share and Class B common stock has no par value. (9) Operating Expenses Details of operating expenses are as follows: 1996 1995 1994 Salaries and employee benefits $1,074,064 $1,035,568 $ 971,555 Expenses related to other real estate and repossessed property, net of rental income on these properties 17,469 9,162 7,875 Net occupancy expense 421,416 432,538 426,224 Equipment and computer expense 187,403 204,004 193,233 Professional fees and services 357,351 131,828 128,352 FDIC and other insurance 36,608 89,536 140,606 Directors' fees 79,470 90,677 64,000 Advertising and public relations 46,506 37,639 34,778 Stationery and supplies 43,517 38,557 42,418 Other operating expenses 232,268 209,278 204,161 $2,496,072 $2,278,787 $2,213,202 ========== ========== ========== (10) Income Taxes The actual tax expense differs from the "expected" tax expense (computed by applying the U. S. federal corporate tax rate of 34 percent in 1996, 1995 and 1994 to earnings before income taxes) as follows: 1996 1995 1994 Computed "expected" tax expense $ 147,780 $ 251,657 $ 269,829 Increase (decrease) in tax resulting from: Tax-exempt interest (13,135) (7,586) (2,927) Non-deductible interest expense 1,451 809 1,274 Net operating loss carryforwards utilized to offset income tax expense (42,229) (248,950) (207,175) Discount accretion 9,297 6,559 (15,467) Other, net 22,963 (2,489) (45,534) Total tax expense $ 126,127 $ -0- $ -0- ========= ========= ========= An analysis of deferred income taxes follows: 1996 1995 1994 Depreciation expense for tax reporting in excess of amount for financial reporting $ (337) $ (412) $ 34,712 Provision for loan losses for financial reporting less than (in excess of) amount for tax reporting - 34,000 61,200 Other, net 37,364 13,208 1,137 Capitalized leases (12,909) (15,931) (18,668) Recognition of tax benefit of net operating loss carryforward for financial statement purposes limited to the amount of deferred tax credits - 136,089 202,497 Total deferred income taxes $ 24,118 $ 166,954 $ 280,878 ========= ========= ========= Deferred tax assets and liabilities included in other assets at December 31 consist of the following: 1996 1995 Deferred tax assets: Building lease $104,508 $ 91,598 Executive's retirement plan 117,705 80,234 Tax credit carryforwards 81,638 101,389 FHLB stock dividends 17,374 10,234 321,225 283,455 Deferred tax liabilities: Allowance for loan losses 179,655 145,655 Furniture, fixtures and equipment 114,958 80,275 Discount accretion 2,494 10,979 Net unrealized appreciation on available-for-sale securities 8,500 4,000 305,607 240,909 Net deferred tax asset $ 15,618 $ 42,546 ======== ======== (11) Commitment and Contingent Liabilities In the normal course of business, the Bank has outstanding commitments and letters of credit which are not reflected in the consolidated financial statements. At December 31, 1996 and 1995, letters of credit outstanding totaled $815,608 and $838,950, respectively. Management does not expect any loss as a result of these transactions. (12) Regulatory Matters At periodic intervals, both the State Office of Financial Institutions examiners and the FDIC routinely examine the Bank's financial statements as part of their legally prescribed oversight responsibility of the Banking industry. Based on these examinations, the regulators can direct that the Bank's financial statements be adjusted in accordance with their findings. The regulatory authorities have not proposed significant adjustments to the Bank's financial statements in prior years. However, in view of the increasingly uncertain regulatory environment in which the Bank now operates, the extent, if any, to which a forthcoming regulatory examination may ultimately result in adjustments to the 1996 financial statements cannot presently be determined. Bancshares is subject to various regulatory capital requirements administered by its primary federal regulator, the FDIC. Failure to meet the minimum regulatory capital requirements can initiate certain mandatory, and possible additional discretionary actions by regulators, that if undertaken, could have a direct material affect on Bancshares and the consolidated financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, Bancshares must meet specific capital guidelines involving quantitative measures of Bancshares' assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. Bancshares' capital amounts and classification under the prompt corrective action guidelines are also subject to qualitative judgements by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require Bancshares to maintain minimum amounts and ratios of: Tier 1 leverage, Tier 1 risk-based, and total risk-based capital. As detailed below, as of December 31, 1996, Bancshares met all of the capital adequacy requirements to which it is subject. As of December 31, 1996 and 1995, Bancshares was categorized as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since the most recent notification that management believes have changed the prompt corrective action category. Required Actual Ratios Ratios Tier 1 leverage 5% 8.83% Tier 1 risk-based 6% 9.81% Total risk-based capital 10% 10.67% (13) Parent Company Summarized financial information for Bancshares (parent company only) follows: A. Statements of Condition 1996 1995 Assets: Cash $ 13,820 $ 11,971 Investment in 100 percent of the outstanding common stock of subsidiaries 5,513,965 5,641,127 Other assets 430,129 8,915 $ 5,957,914 $ 5,662,013 =========== =========== Liabilities: Dividends payable $ 391,503 $ - Stockholders' equity: $2.70 cumulative preferred stock 3,481,115 3,481,115 $.50 cumulative preferred stock 107,310 107,310 Class A common stock 1,050,000 1,050,000 Class B common stock 17,088 17,088 Capital surplus 2,039,004 2,039,004 Accumulated deficit (1,130,771) (1,023,669) Treasury stock (13,835) (15,835) Net unrealized gain on securities available for sale 16,500 7,000 5,566,411 5,662,013 $ 5,957,914 $ 5,662,013 =========== =========== B. Statements of Operations 1996 1995 1994 Dividends received from subsidiaries $ 577,503 $ 12,150 $115,000 Other income 325 426 224 Other expenses (209,530) (382) (1,209) Income before equity in undistributed earnings of subsidiaries and income tax benefit 368,298 12,194 114,015 Income tax benefit 52,765 - - Equity in undistributed earnings of subsidiaries (136,662) 464,975 394,101 Net income $ 284,401 $477,169 $508,116 ========= ======== ======== C. Statements of Cash Flows 1996 1995 1994 Cash flows from operating activities: Net income $ 284,401 $ 477,169 $ 508,116 Adjustments to reconcile net income to net cash used in operating activities: (Increase) decrease in undistributed earnings of subsidiaries 136,662 (477,135) (394,091) Net cash provided by operating activities 421,063 34 114,025 Cash flows from investing activities: Change in other assets (29,711) (3,396) (3,147) Sale of treasury stock 2,000 - - Net cash used in investing activities (27,711) (3,396) (3,147) Cash flows from financing activities: Dividends paid (391,503) (98,332) (393,325) Net increase (decrease) in cash 1,849 (101,694) (282,447) Cash, beginning of year 11,971 113,665 396,112 Cash, end of year $ 13,820 $ 11,971 $ 113,665 ========= ========= ========= Bancshares' primary source of working capital is dividends from the Bank. At December 31, 1996, approximately $328,000 of the Bank's net assets were available for dividends to Bancshares without seeking regulatory approval. (14) Concentration of Credit Risk The Bank grants commercial and individual loans to customers throughout the state. Although the Bank has a diversified loan portfolio, a substantial portion of its debtors' ability to honor their contracts is dependent upon the local economy. The Bank maintains its cash in bank deposits at high credit quality financial institutions. The balances, at times, may exceed federally insured limits. (15) Financial Instruments with Off-Balance-Sheet Risk In the normal course of business, Guaranty Bank is a party to financial instruments which are not recorded in the consolidated financial statements. These financial instruments include commitments to extend credit and letters of credit. Loan commitments and lines of credit represent Bank commitments to lend funds at specific rates, with fixed expiration or review dates and for specific purposes. These commitments are agreements to fund loans if all conditions in the agreement are met. For overdraft lines of credit, the Bank has the right to change or terminate the terms and conditions of the credit agreement at any time with appropriate notice. Since many commitments and unused overdraft lines of credit are never actually drawn upon, the unfunded amounts do not necessarily represent future funding requirements. The Bank evaluates each customer's credit worthiness on an individual basis. The amounts of collateral obtained, if any, upon extension of credit is based on the credit worthiness of the customer. The Bank uses the same credit policies in making conditional obligations as it does for on-balance sheet instruments. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for letters of credit is represented by the contract or notional amount of those instruments. Letters of credit are conditional commitments issued by the Bank to guarantee performance to a third party. Financial instruments whose contract amounts represent credit risk: Letters of credit $ 815,608 Unused overdraft lines of credit 146,000 Loan commitments 4,880,000 (16) Leases During the year ended December 31, 1991, the Bank entered into a sale and leaseback agreement with regard to the bank building and the grounds on which it is located. Under the agreement, the Bank leased back a portion of the building for a term of fifteen years which is accounted for as a capital lease. Also, the Bank leased the grounds on which the building is located for a term of fifteen years. The lease of the grounds is accounted for as an operating lease. The future minimum lease payments under the capitalized lease and the present value of the net minimum lease payments as of December 31, 1996, are as follows: December 31, 1997 $ 252,744 1998 252,744 1999 252,744 2000 252,744 2001 252,744 Thereafter 1,137,348 Total minimum lease payments 2,401,068 Less amount representing interest 854,947 Present value of minimum lease payments including current maturities of $102,758 $1,546,121 ========== The following is a schedule by year of future minimum rental payments under the operating lease as of December 31, 1996: December 31, 1997 $135,696 1998 135,696 $271,392 ======== Although the term of the lease is (15) fifteen years, the rental payments are to be made over (7 1/2) seven and one-half years. Half of the rental payments are expensed and half are recorded as prepaid rent to be amortized over the last (7 1/2) seven and one-half years of the lease. Rent expense is approximately $67,848 for each of the years ended December 31, 1996, 1995 and 1994, and $373,541, and $305,693 are included in other assets at December 31, 1996 and 1995, respectively. (17) Fair Value of Financial Instruments Generally accepted accounting principles require disclosure of fair value information about financial instruments for which it is practicable to estimate fair value, whether or not the financial instruments are recognized in the financial statements. When quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The derived fair value estimates cannot be substantiated through comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Certain financial instruments and all non-financial instruments are excluded from these disclosure requirements. Further, the disclosures do not include estimated fair values for items which are not financial instruments but which represent significant value to the Bank, among them, core deposit intangibles, loan servicing rights and other fee- generating businesses. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Bank. The carrying amount of cash, short-term investments, demand deposits and short-term borrowings approximates the estimated fair value of these financial instruments. The estimated fair value of securities and off-balance-sheet instruments is based on quoted market prices or dealer quotes. The estimated fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. The estimated fair value of deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The estimated fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. Rates currently available to the Bank for debt with similar terms and remaining maturities are used to estimate fair value of existing debt. The estimated fair values of commitments to extend credit and all types of letters of credit were established using the fees currently charged to enter into similar agreements. The aggregate fair value of these commitments and letters of credit was immaterial. The estimated fair values of the Bank's financial instruments at December 31, 1996 follows (in thousands): Carrying Fair Amount Value ASSETS Cash and due from banks and short term investments $ 7,976 $ 7,976 Securities available for sale 4,623 4,648 Securities held to maturity 12,818 12,832 Loans, net of unearned income and the allowance for loan losses 37,636 38,051 LIABILITIES Deposits 56,793 56,116 Long-term debt and obligation under capital lease 3,026 3,264 GUARANTY BANCSHARES HOLDING CORPORATION AND GUARANTY BANK & TRUST COMPANY OF MORGAN CITY BOARD OF DIRECTORS Virgil Allen Anthony Guarisco, Sr. Engineer/Safety Director President of Guarisco Athena Construction Enterprises, Inc. Morgan City, Louisiana Morgan City, Louisiana H. W. Bailey Wiley Magee Retired Executive President of Morgan City Vice President and Supply, Inc. Chief Administrative Morgan City, Louisiana Officer of McDermott, Inc. New Orleans, Louisiana Paul Ordogne Secretary to the Board of Brooks Blakeman Bancshares and Guaranty Chairman of the Board Bank & Trust Company Guaranty Bancshares Holding Treasurer and Controller of Corporation and Guaranty Cari Investment Company Bank & Trust Company New Orleans, Louisiana Vice President and General Manager Christian Vaccari Frank's Casing Crews, Inc. President of Cari Lafayette, Louisiana Investment Company and Cari Capital Company Vincent A. Cannata New Orleans, Louisiana President Cannata's Supermarket, Inc. Kay Vinson and The Cannata Corporation President of Sub-Surface Morgan City, Louisiana Tools, Inc. Morgan City, Louisiana Randolph Cullom President and Chief Benny A. Blakeman Executive Officer Retired Clerk of Court Guaranty Bancshares Holding St. Mary Parish Corporation and Guaranty Morgan City, Louisiana Bank & Trust Company Director Emeritus Morgan City, Louisiana Guaranty Bank & Trust Company Frank J. Domino, Sr. Morgan City, Louisiana President of Frank's Motor Company, Inc. Vincent Cannata Secretary and Treasurer of Retired President Domino Developers, Inc. Cannata's Supermarket Morgan City, Louisiana and The Cannata Corporation Anthony Guarisco, Jr. Morgan City, Louisiana Attorney Principal of Dispute Director Emeritus Resolution Associates, former Guaranty Bank & Trust Louisiana State Senator Company Baton Rouge, Louisiana Morgan City, Louisiana GUARANTY BANK & TRUST COMPANY OFFICERS Brooks Blakeman, Chairman of the Board Randolph Cullom, President and Chief Executive Officer Paul Ordogne, Secretary to the Board Conley J. Dutreix, Executive Vice President and Assistant Secretary to the Board Lee A. Ringeman, Executive Vice President and Cashier J. Michael Bourgeois, Vice President Leo Broussard, Vice President Elsie R. Gaudet, Vice President and Security Officer Lennis J. Simoneaux, Assistant Vice President Kelly Watson, Bank Officer Christine A. Dragna, Assistant Cashier GUARANTY BANCSHARES HOLDING CORPORATION OFFICERS Brooks Blakeman, Chairman of the Board Randolph Cullom, President and Chief Executive Officer Paul Ordogne, Secretary-Treasurer Lee A. Ringeman, Executive Vice President and Chief Financial Officer Conley J. Dutreix, Assistant Secretary