SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934.
For Quarter Ended JUNE 30, 1997 Commission File Number 0-10929
GUARANTY BANCSHARES HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
LOUISIANA 72-0933277
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
P.O. BOX 2208, MORGAN CITY, LOUISIANA 70381
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 504-384-2813
NOT APPLICABLE
(Former name, former address and former fiscal year
if changed since last report.)
Indicate by check mark 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 such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Common Stock, $5 par value, 206,524 shares outstanding as of June
30, 1997, Common Stock, no par value, 166,901 shares outstanding
as of June 30, 1997.
I N D E X
Part I - Financial Information
Financial Statements
Consolidated Statement of Condition
June 30, 1997, and December 31, 1996 3
Consolidated Statement of Income -
Quarters Ended June 30, 1997 and 1996 4
Consolidated Statement of Cash Flows -
Quarters Ended June 30, 1997 and 1996 6
Consolidated Statement of Changes in
Stockholders' Equity 7
Notes to Consolidated and Financial Statements 8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Signature 16
Exhibit Index 17
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATION STATEMENT OF CONDITION
June 30 December 31,
1997 1996
(in thousands)
(Unaudited)
ASSETS
Cash and due from banks $ 2,646 $ 2,626
Investment securities available for sale 3,593 4,648
(Estimated market value $12,463,000
and $12,832,000, respectively) 12,446 12,818
Federal funds sold 4,125 5,350
Loans 36,656 38,142
Less: Allowance for loan losses 481 506
--------- --------
Net Loans 36,175 37,636
Premises and equipment 1,848 1,969
Other real estate 152 0
Other assets 1,468 1,383
--------- --------
Total Assets $ 62,453 $ 66,430
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 51,112 $ 56,793
Securities sold under agreement to repurchase 1,802 0
Obligation under capital lease 1,496 1,546
Notes payable 1,374 1,480
Other liabilities 832 1,045
--------- --------
Total Liabilities 56,616 60,864
--------- --------
Commitments and contingent liabilities (Note 2) - -
Stockholders' Equity
$2.70 Cumulative Preferred stock; 145,001
shares authorized, issued and outstanding 3,481 3,481
$.50 Cumulative Preferred stock, 64,999 shares
authorized, 21,900 issued and outstanding 107 107
Class A Common stock; $5 par value; 210,000
shares authorized and outstanding 1,050 1,050
Class B Common stock; no par value; 210,000
shares authorized, 170,887 issued and
Outstanding 17 17
Capital surplus 2,039 2,039
Accumulated deficit ( 843) ( 1,131)
Treasury Stock ( 14) ( 14)
Unrealized gain on securities
available for sale 0 17
--------- --------
Total Stockholders' Equity 5,837 5,566
--------- --------
Total Liabilities and Stockholders' Equity $ 62,453 $ 66,430
======== ========
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS ENDED
JUNE 30
1997 1996
(In thousands, except
per share data)
(Unaudited)
INTEREST INCOME
Interest and fees on loans $ 883 $ 885
Interest on federal
funds sold 49 48
Interest on investment securities:
Taxable income 235 203
Non-Taxable income 9 9
-------- --------
Total Interest Income 1,176 1,145
INTEREST EXPENSE
Interest on deposits 409 414
Federal funds purchased and securities sold
under agreements to repurchase 12 0
Interest on capital lease 38 40
Interest on notes payable 25 28
-------- --------
Total Interest Expense 484 482
-------- --------
Net Interest Income 692 663
Provision (recovery) from reserve
for loan losses 0 0
-------- --------
Net Interest Income after Provision (Recovery)
from reserve for loan losses 692 663
Other operating income 67 69
Operating expenses 562 642
-------- --------
Income before income tax expense 197 90
Income tax expense 67 32
-------- --------
Net income 130 58
Dividends required for preferred stock (101) (101)
-------- --------
Net income (loss) available for common
stockholders $ 29 $ (43)
======== =========
Earnings (loss) per common share $ .08 $ (.12)
======== =========
Weighted average common shares
outstanding 373,425 373,025
========= =========
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF INCOME
SIX MONTHS ENDED
JUNE 30
1997 1996
(In thousands, except
per share data)
(Unaudited)
INTEREST INCOME
Interest and fees on loans $ 1,793 $ 1,701
Interest on federal
funds sold 101 141
Interest on investment securities:
Taxable income 488 410
Non-Taxable income 18 19
-------- --------
Total Interest Income 2,400 2,271
INTEREST EXPENSE
Interest on deposits 851 822
Federal funds purchased and securities sold
under agreements to repurchase 12 0
Interest on capital lease 76 81
Interest on notes payable 49 56
-------- --------
Total Interest Expense 988 959
-------- --------
Net Interest Income 1,412 1,312
Provision (recovery) from reserve
for loan losses 0 0
-------- --------
Net Interest Income after Provision (Recovery)
from reserve for loan losses 1,412 1,312
Other operating income 137 148
Operating expenses 1,113 1,207
-------- --------
Income before income tax expense 436 253
Income tax expense 148 90
-------- --------
Net income 288 163
Dividends required for preferred stock (202) (202)
-------- --------
Net income (loss) available for common
stockholders $ 86 $ ( 39)
========= =========
Earnings (loss) per common share $ .23 $ (.10)
========= =========
Weighted average common shares
outstanding 373,425 373,025
========= ========
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
SIX MONTHS ENDED
JUNE 30
1997 1996
(In thousands)
(Unaudited)
Cash flows from operating activities:
Net income $ 288 $ 163
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of premium (accretion of discount
on investments), net (187) (98)
Depreciation and amortization 122 142
(Increase) decrease in accrued interest receivable 52 (6)
Increase (decrease) in accrued interest payable ( 28) 63
Increase (decrease) in accounts payable
and other liabilities (184) 65
-------- --------
Net cash provided by operating activities 63 329
Cash flows from investing activities:
Increase (decrease) in federal funds sold 1,225 1,325
Proceeds from maturities of investment securities 10,867 13,856
Purchase of investment securities (9,273) (15,250)
Net (increase) decrease in loans 1,462 (4,102)
Investment in other real estate owned (152) -
Purchase of premises and equipment (1) (160)
Change in other assets (136) (75)
-------- --------
Net cash provided (used) by investing activities 3,992 (4,406)
Cash flows from financing activities:
Net increase (decrease) in demand deposits
NOW, savings, and certificates of deposit (5,681) 2,864
Net increase (decrease) in securities sold under
Agreement to repurchase 1,802 -
Increase (decrease) of notes payable (106) (99)
Repayment of capital lease obligation (50) (38)
-------- --------
Net cash provided (used) in financing activities (4,035) 2,727
Net increase (decrease) in cash and due from banks 20 (1,350)
Cash and due from banks, beginning of year 2,626 3,230
-------- --------
Cash and due from banks, end of quarter $ 2,646 $ 1,880
========= =========
Supplement cash flow information:
Interest paid $ 1,017 $ 898
========= =========
Income taxes paid $ 89 $ 139
========= =========
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
Unrealized
Gain (Loss)
On Securities
Balance at Available Balance at
Jan. 1, 1997 Net Income For Sale June 30, 1997
$2.70
Preferred
Stock $ 3,481 - - 3,481
$.50
Preferred
Stock $ 107 - - 107
Class A
Common
Stock $ 1,050 - - 1,050
Class B
Common
Stock $ 17 - - 17
Capital
Surplus $ 2,039 - - 2,039
Accumulated
Deficit $ (1,131) 288 - (843)
Treasury
Stock $ (14) - - (14)
Unrealized
loss on
Securities
available
for sale $ 17 - (17) 0
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The information furnished reflects all adjustments which
are, in the opinion of management, necessary for a fair statement
of results for the six (6) months ended June 30, 1997 and 1996.
All adjustments are considered to be of recurring nature.
Results for the interim period may not necessarily be indicative
of results for the entire year.
NOTE 1:
On January 13, 1983, pursuant to a Reorganization and Merger
Agreement, Guaranty Bank & Trust Company of Morgan City (the
Bank) was merged into a subsidiary of Guaranty Bancshares Holding
Corporation (Bancshares) with the effect that the Bank became a
wholly owned subsidiary of Bancshares.
Bancshares has outstanding $2.70 Cumulative Preferred Stock
and Class B, No Par Value, Common Stock which were issued in 1988
in exchange for subordinated debentures issued in 1983 when the
company was formed. Bancshares also has outstanding Class A,
$5.00 Par Value, Common Stock which were also issued when the
company was formed. The $.50 Cumulative Preferred Stock is
subordinate to the $2.70 Preferred Stock and were issued for cash
in 1989 and 1990.
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.
NOTE 2: Contingent Liabilities
As of June 30, 1997, there were $575,808 of letters of
credit outstanding which are not reflected in the consolidated
financial statements. Management does not expect any loss as a
result of these transactions.
GUARANTY BANCSHARES HOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Summary
For the six months ended June 30, 1997, Bancshares earned
$288,000, compared with earnings of $163,000 for the comparable
period in 1996. The primary reasons for the increase in earnings
were increased net interest income and lower operating expenses.
The subsidiary bank did not make a provision for loan losses in
either period.
Changes in financial position at June 30, 1997 from December
31, 1996 were net decreases in investment securities and loans.
Deposits decreased $5,681,000. Investments decreased $1,427,000.
Loans decreased $1,486,000. Notes payable to the Federal Home
Loan Bank of Dallas decreased 106,000 through amortization.
These borrowings are used to match maturities and amortization on
certain loans.
Net credit income is the most significant component of
financial operations and is affected by interacting forces,
including changes in investment market interest rates and changes
in volume and mix of interest earning assets and interest bearing
deposits. For the first six months of 1997, net interest income
as a percent of average earning assets of $59,380,000 was 4.75
percent, up from 4.68 percent for the six months of 1996. The
increase is attributable to a small decline interest rates paid
on deposits.
Net Operating Results
The following analysis should be read in conjunction with
the accompanying financial statements.
Net interest income increased a net of $100,000. Of this
amount, interest on funds sold decreased $40,000. Interest on
loans increased $92,000, while interest earned on securities
investments increased $77,000. Total interest expenses increased
$29,000.
The increase in loan income is attributable to a $1,937,000
increase in average loans outstanding, average yields remained
constant at 9.5 percent. The increase in investment income was
the result of a $2,903,000 increase in average securities
investments and was offset by a 0.1 percent decrease in average
yields.
Interest expense increased $29,000 from 1996 levels.
Average interest bearing deposits increased $3,082,000, while
average rates paid decreased 0.2 percent from 1996 levels to 3.7
percent. Funds borrowed are from the Federal Home Loan Bank of
Dallas and were used to fund commercial real estate loans which
have a comparable scheduled amortization and maturity.
Investment Securities
Investment securities decreased from $17,632,000 as of June
30, 1996 to $16,039,000 at June 30, 1997. This is primarily
attributable to maturities of U.S. Government agency securities
and scheduled amortization on mortgage backed securities. There
were no securities sales during the first six months of 1997 or
1996.
An analysis of investment securities follows (in thousands).
Amortized Unrealized Market
Cost Gain Loss Value
June 30, 1996
Held to Maturity
U.S. Treasury Securities $ 1,251 $ - $ 2 $ 1,249
Obligations of U.S.
Agencies and Corporations 10,545 4 33 10,516
Obligations of states and
political subdivisions 666 5 35 668
Other Investments 15 - - 15
--------- ----- ----- -------
Total $ 12,477 $ 9 $ 38 $12,448
========= ===== ===== =======
Available for Sale
Obligations of U.S.
Agencies and Corporations $ 4,649 $ 11 $ 8 $ 4,652
Other investments 503 - - 503
--------- ----- ----- -------
Total $ 4,606 $ 11 $ 8 $ 5,155
========= ===== ===== =======
December 31, 1996
Held to Maturity
U.S. Treasury Securities $ 250 $ 1 $ - $ 251
Obligations of U.S.
Agencies and Corporations 11,898 8 8 11,898
Obligations of states and
political subdivisions 661 13 - 674
Other Investments 9 - - 9
--------- ----- ----- -------
Total $ 12,818 $ 22 $ 8 $12,832
========= ===== ===== =======
Available for Sale
Obligations of U.S.
Agencies and Corporations $ 4,109 $ 30 $ 5 $ 4,134
Other investments 514 - - 514
--------- ----- ----- -------
Total $ 4,623 $ 30 $ 5 $ 4,648
========= ===== ===== =======
June 30, 1997
Held to Maturity
U.S. Treasury Securities $ 1,996 $ 2 $ - $ 1,998
Obligations of U.S.
Agencies and Corporations 9,811 2 1 9,812
Obligations of states and
political subdivisions 636 14 - 650
Other investments 3 - - 3
--------- ----- ----- -------
Total $ 12,446 $ 18 $ 1 $12,463
========= ===== ===== =======
Available for Sale
U.S. Treasury Securities $ 999 $ - $ 1 $ 998
Obligations of U.S.
Agencies and Corporations 2,069 9 7 2,071
Other investments 524 - - 524
--------- ----- ----- -------
Total $ 3,592 $ 2 $ 1 $ 3,593
========= ===== ===== =======
An analysis of the market value of the investment portfolio
by maturity periods or repricing frequency at June 30, 1997
follows (in thousands):
Amortized Market
Cost Value
--------- -------
Within one year $10,806 $10,809
One to five years 3,826 3,847
Five to ten years 224 230
After ten years 1,182 1,170
------- -------
Total $16,038 $16,056
======= =======
Maturities of mortgage backed securities are classified by
contractual (stated) maturity dates. Expected maturities will
differ from contractual maturities because borrowers have the
right to call or prepay obligations.
Investment securities with a carrying value of approximately
$8,822,000, $9,047,000, and $8,106,000 at June 30, 1997, December
31, 1996 and June 30, 1996, respectively, were pledged to secure
public deposits as required by law.
Deposits
A summary of the deposits as of June 30, 1997, December 31,
and June 30, 1996 is as follows:
June 30 December 31 June 30
1997 1996 1996
(In thousands)
Demand Deposits $10,247 $ 8,826 $ 9,023
NOW Accounts 6,752 7,539 5,361
Money Market
Investment Accts. 5,261 8,461 6,342
Savings Deposits 6,751 6,675 6,596
Other Time Deposits 15,671 18,886 19,413
Certificates of Dep.
of $100,000 or
more 6,430 6,406 6,899
------- ------- -------
$51,112 $56,793 $53,634
======= ======= =======
Non-interest bearing demand deposits at June 30, 1997
increased $1,224,000, from June 30, 1996. As interest rates paid
on money market investment accounts and other bank deposits
remained low, depositors transferred funds to higher yielding and
more competitive non-bank related institutions. Certificates of
deposits of $100,000 or more to commercial entities increased
only $63,000 while public fund deposits in certificates of
deposit of $100,000 or more decreased $532,000.
The Bank has insignificant foreign and no brokered deposits.
Short Term Borrowings
The Bank had no short term borrowings in 1996. However
during the second quarter of 1997, the Bank instituted a program
of selling securities under repurchase agreements. The amount
outstanding at June 30, 1997 was $1,802,000.
Allowance for Loan Losses and Non-Performing Loans and Other Real
Estate
The allowance for loan losses was 1.31 percent of loans
outstanding at June 30, 1997, compared with 1.32 percent at
December 31, 1996 and June 30, 1996. The Bank did not make a
provision to the reserve for loan losses during the six months of
1997 or 1996.
1997 1996
Balance at January 1, $506,000 $505,000
(Recovery) Provision for loan losses 0 0
Recoveries credited to the allowance 8,000 6,000
-------- --------
514,000 511,000
Losses charged to the allowance 33,000 2,000
-------- --------
Balance at June 30 $481,000 $509,000
======== ========
Indicative of improving conditions in the local economy, the
following schedule shows non-performing loans on non-accrual
status and repossessed and foreclosed real estate.
June 30 December 31 June 30
1997 1996 1996
-------- ----------- ----------
Non-accrual loans $ -0- $145,000 $82,000
Foreclosed real estate 152,000 -0- 64,000
Management believes the Bank has adequate reserves to
provide for possible future loan losses.
Other Income
Other operating income aggregated to $137,000 for the first
six months of 1997 compared with $148,000 in 1996. There was no
trading account activity in 1997 or 1996.
Six Months Ending
June 30
1997 1996
Service charges on deposit accounts $ 87,000 $ 95,000
Other service charges and fees 29,000 35,000
Other operating income 21,000 18,000
--------- ---------
Total $ 137,000 $ 148,000
========= =========
Operating Expenses
Other operating expenses totaled $1,113,000 for the first
six months of 1997, compared with $1,207,000 for 1996, a $94,000
decrease, primarily due to accounting and legal fees incurred in
1996 in an unsuccessful stock exchange offer.
Personnel expenses totaled $549,000 for the period, compared
with $534,000 in 1996. In 1996, expenses related to other real
estate and repossessed property, net of rental income on these
properties, totaled $2,000. In 1997, these expenses, net of
rental income on these properties, totaled $6,000. These
expenses represent taxes, maintenance and insurance on the
foreclosed real estate reported above.
A summary of other operating expenses is as follows:
Six Months 1997
Ending Over
June 30, (Under)
1997 1996 1996
(In Thousands)
Salaries and benefits $ 549 $ 534 $ 15
Expenses related to other real
estate and repossessed
properties, net of rental
income on these properties 6 2 4
Net occupancy expenses 206 209 (3)
Equipment and computer expenses 70 94 (24)
Professional fees and services 67 149 (82)
FDIC and other insurance 21 19 2
Other 194 200 (6)
------ ------ ------
Total $1,113 $1,207 $ 94
====== ====== ======
Income Taxes
Income taxes were accrued at the U.S. federal tax rate.
Liquidity
The term "liquidity" generally refers to the ability of a
company to generate adequate of cash to meet its needs. For a
bank, "liquidity" represents its ability to meet timely the
demand for funds used to honor checks, to pay maturing time
deposits, to fund increases in loan demand and to satisfy other
commitments. Unless it borrows funds, a bank's sources of funds
are generally its core deposits and its retained earnings.
At June 30, 1997 and 1996, the Bank's gross loans-to-deposits
ratios were 71.5 percent and 72.1 percent, respectively. Loans
decreased $2,097,000 from 1996 levels. Significant to the
loan-to-deposit ratio computation, deposits also decreased
$2,522,000 as of June 30, 1997 from 1996. The Bank has no
brokered deposits.
As a bank holding company, the ability of Bancshares to pay
its obligations is wholly dependent upon the receipt of dividends
and tax benefits from the Bank.
Capital Resources
At June 30, 1997, stockholders' equity amounted to
$5,837,000 compared with $5,820,000 at June 30, 1996 and
$5,566,000 at December 31, 1996.
Selected capital adequacy measures for Bancshares and Guaranty
Bank are as follows as of June 30, 1997:
Risk-based capital
GUARANTY GUARANTY
BANCSHARES BANK
Tier 1 10.36% 10.27%
Total Capital 11.22% 11.13%
Leverage ratio 9.35% 9.27%
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 at
July 13, 1997 are as follows:
$2.70 Preferred stock, dividends
accumulated from January 13, 1991
through July 13, 1997 $2,643,000
$.50 Preferred stock, dividends
accumulated from January 13, 1990
through July 13, 1997 86,000
----------
$2,729,000
==========
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.
/s/ Lee A. Ringeman
Lee A. Ringeman
Executive Vice President
Chief Financial Officer
DATE: August 12, 1997
PART II
Item 6: Exhibits and Reports on Form 8-K
a. Exhibit No. 11. Computation of Earnings Per Common Share
Exhibit No. 27. Financial Data Schedule
b. Form 8-K filed May 2, 1997.
The Registrant filed Form 8-K on May 2, 1997, reporting
that it will negotiate with MC Bancshares, Inc. and its
subsidiary MC Bank & Trust Co. a definitive agreement
for the acquisition of the Registrant and the Bank by MC
Bancshares and MC Bank for cash consideration consisting
of $7,500,000.
Form 8-K filed July 2, 1997.
The Registrant filed Form 8-K on July 2, 1997 reporting
that the definitive agreement for the acquisistion of
the Registrant and its subsidiary by MC Bancshares, Inc.
for cash consideration of $7,500,000 has been signed.