UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended Commission File No. 0-25905
June 30, 2001
GUARANTY FINANCIAL CORPORATION
Virginia 54-1786496
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1658 State Farm Blvd., Charlottesville, VA 22911
(Address of Principal Executive Offices)
(804) 970-1100
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes _X_ No ___
As of August 1, 2001, 1,961,727 shares of Common Stock, par value $1.25
per share, were outstanding.
GUARANTY FINANCIAL CORPORATION
QUARTERLY REPORT ON FORM 10-QSB
INDEX
-----
Part I. Financial Information Page No.
------------------------------ --------
Item 1 Financial Statements
Consolidated Balance Sheets as of June 30, 2001
(unaudited) and December 31, 2000 3
Consolidated Statements of Operations for the
Three and Six Months Ended June 30, 2001 and
2000 (unaudited) 4
Consolidated Statements of Comprehensive Income
for the Three and Six Months Ended June 30, 2001
and 2000 (unaudited) 5
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2001 and 2000 (unaudited) 6
Notes to Consolidated Financial Statements 7
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information
---------------------------
Item 1 Legal Proceedings 14
Item 2 Changes in Securities 14
Item 3 Defaults upon Senior Securities 14
Item 4 Submission of Matters to a Vote of Security Holders 14
Item 5 Other Information 14
Item 6 Exhibits and Reports on Form 8-K 14
Signatures 15
2
Part I. Financial Information
------------------------------
Item 1 Financial Statements
GUARANTY FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands)
June 30, December 31,
2001 2000
------------ ------------
ASSETS (Unaudited)
Cash and cash equivalents $ 16,695 $ 15,550
Investment securities
Held-to-maturity 1,113 1,200
Available for sale 30,617 17,931
Investment in FHLB stock 1,550 1,550
Loans receivable, net 189,981 201,617
Accrued interest receivable 1,736 2,079
Real estate owned 532 1,301
Office properties and equipment, net 9,630 9,877
Mortgage servicing rights 1,010 1,021
Other assets 1,966 1,897
------------ ------------
Total assets $ 254,830 $ 254,023
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Interest bearing demand $ 23,625 $ 23,585
Non-interest bearing demand 20,006 16,986
Money market accounts 21,526 18,894
Savings accounts 11,439 10,311
Certificates of deposit 150,376 146,952
------------ ------------
226,972 216,728
Bonds payable 749 792
Advances from Federal Home Loan Bank 4,000 14,000
Accrued interest payable 763 394
Payments by borrowers for taxes and insurance 240 264
Other liabilities 405 795
------------ ------------
Total liabilities 233,129 232,973
------------ ------------
Convertible preferred securities 6,012 6,012
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock, par value $1 per share, 500,000
shares authorized, none issued - -
Common stock, par value $1.25 per share,
4,000,000 shares authorized, 1,961,727
issued and outstanding 2,452 2,452
Additional paid-in capital 8,953 8,953
Accumulated comprehensive income (loss) (742) (1,218)
Retained earnings 5,026 4,851
------------ ------------
Total stockholders' equity 15,689 15,038
------------ ------------
Total liabilities and stockholders' equity $ 254,830 $ 254,023
============ ============
See accompanying notes to consolidated financialstatements.
3
GUARANTY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
(unaudited) (unaudited)
Interest income
Loans $ 3,959 $ 5,260 $ 8,557 $ 10,028
Investment securities 610 590 1,117 1,149
---------- ---------- ---------- ----------
Total interest income 4,569 5,850 9,674 11,177
---------- ---------- ---------- ----------
Interest expense
Deposits 2,582 2,693 5,175 5,055
Borrowings 171 624 507 1,281
---------- ---------- ---------- ----------
Total interest expense 2,753 3,317 5,682 6,336
---------- ---------- ---------- ----------
Net interest income 1,816 2,533 3,992 4,841
Provision for loan losses 75 1,075 225 1,205
---------- ---------- ---------- ----------
Net interest income after provision
for loan losses 1,741 1,458 3,767 3,636
Other income
Loan and deposit fees and servicing income 175 201 409 365
Gain on sale of loans and securities 295 183 470 112
Other 90 117 219 238
---------- ---------- ---------- ----------
Total other income 560 501 1,098 715
---------- ---------- ---------- ----------
Other expenses
Personnel 1,150 1,051 2,411 2,094
Occupancy 423 226 762 447
Data processing 255 157 509 376
Marketing 89 126 117 146
Deposit insurance premiums 26 60 52 119
Other 347 463 749 923
---------- ---------- ---------- ----------
Total other expenses 2,290 2,083 4,600 4,105
---------- ---------- ---------- ----------
Income (loss) before income taxes 11 (124) 265 246
---------- ---------- ---------- ----------
Provision (benefit) for income taxes 4 (42) 90 84
---------- ---------- ---------- ----------
Net income (loss) $ 7 $ (82) $ 175 $ 162
========== ========== ========== ==========
Basic and diluted earnings (loss)
per common share $ 0.00 $ (0.04) $ 0.09 $ 0.08
========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
4
GUARANTY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
(unaudited) (unaudited)
Net Income (loss) $ 7 ($ 82) $ 175 $ 162
---------- ---------- ---------- ----------
Other comprehensive income:
Unrealized gains (losses) on securities available for sale 81 (598) 722 (401)
---------- ---------- ---------- ----------
Other comprehensive income (loss), before tax 81 (598) 722 (401)
Income tax (expense) benefit related to items of other
comprehensive income (28) 203 (246) 136
---------- ---------- ---------- ----------
Other comprehensive income (loss), net of tax 53 (395) 476 (265)
---------- ---------- ---------- ----------
Comprehensive Income (loss) $ 60 ($ 477) $ 651 ($ 103)
========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
5
GUARANTY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Six Months Ended
2001 2000
---------- ----------
(unaudited)
Operating Activities
Net Income $ 175 $ 162
Adjustments to reconcile net income to net cash provided
(absorbed) by operating activities:
Provision for loan losses 225 1,205
Depreciation and amortization 719 361
Deferred loan fees (75) (31)
Net amortization of premiums and accretion of discounts 60 42
Gain on sale of loans (586) (112)
Originations of loans held for sale (36,255) (21,736)
Proceeds from sale of loans 36,841 21,848
Changes in:
Accrued interest receivable 343 (196)
Other assets (151) (1,447)
Accrued interest payable 369 496
Prepayments by borrowers for taxes and insurance (24) (122)
Other liabilities (390) (518)
---------- ----------
Net cash provided (absorbed) by operating activities 1,251 (48)
---------- ----------
Investing activities
Net (increase) decrease in loans 11,487 (5,006)
Mortgage-backed securities principal repayments 88 328
Purchase of securities available for sale (12,000) (81)
Purchase of FHLB stock - (50)
Proceeds from sale of real estate owned 757 -
Origination of servicing rights (314) (47)
Purchases of office properties and equipment (312) (478)
---------- ----------
Net cash absorbed by investing activities (294) (5,334)
---------- ----------
Financing activities
Net increase in deposits 10,244 27,450
Proceeds from FHLB advances 31,000 28,000
Repayment of FHLB advances (41,000) (30,000)
Decrease in securities sold under agreement to repurchase - (12,162)
Repurchase of convertible preferred securities - (63)
Dividends paid on common stock - (235)
Principal payments on bonds payable, including unapplied payments (56) (35)
---------- ----------
Net cash provided by financing activities 188 12,955
---------- ----------
Increase in cash and cash equivalents 1,145 7,573
Cash and cash equivalents, beginning of period 15,550 12,634
---------- ----------
Cash and cash equivalents, end of period $ 16,695 $ 20,207
========== ==========
See accompanying notes to consolidated financial statements.
6
GUARANTY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2001 and 2000
Note 1 Principles of Presentation
The accompanying consolidated financial statements of Guaranty Financial
Corporation (the "Company") have not been audited by independent accountants,
except for the balance sheet at December 31, 2000. These financial statements
have been prepared in accordance with the regulations of the Securities and
Exchange Commission in regard to quarterly (interim) reporting. In the opinion
of management, the financial information presented reflects all adjustments,
comprised only of normal recurring accruals, that are necessary for a fair
presentation of the results for the interim periods. Significant accounting
policies and accounting principles have been consistently applied in both the
interim and annual consolidated financial statements. Certain notes and the
related information have been condensed or omitted from the interim financial
statements presented in this Quarterly Report on Form 10-QSB. Therefore, these
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2000. The results for the
three months and six months ended June 30, 2001, are not necessarily indicative
of future financial results.
The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Guaranty Capital Trust I and Guaranty
Bank, and Guaranty Bank's wholly-owned subsidiaries, GMSC, Inc., which was
organized as a financing subsidiary, and Guaranty Investments Corp., which was
organized to sell insurance annuities and other non-deposit investment products.
All material intercompany accounts and transactions have been eliminated in
consolidation.
Amounts in the year 2000 financial statements have been reclassified to conform
to the year 2001 presentation. These reclassifications had no effect on
previously reported net income.
Note 2 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 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.
Note 3 Earnings Per Share
Basic earnings per share is based on net income divided by the weighted average
number of common shares outstanding during the period. Diluted earnings per
share shows the dilutive effect of additional common shares issuable under stock
option plans. The basic and diluted earnings per share for the three and six
months ended June 30, 2001 and 2000, have been determined by dividing net income
by the weighted average number of shares of common stock outstanding during
these periods, 1,961,727. All options outstanding were anti-dilutive for each
period presented and, therefore, not included in the diluted earnings per share
calculations.
7
Note 4 Loans
The loan portfolio is composed of the following:
June 30, December 31,
2001 2000
------------ ------------
(In thousands)
Commercial business loans $ 65,782 $ 62,976
Mortgage loans 51,471 59,613
Interim real estate loans 48,703 54,437
Consumer loans 26,603 26,987
------------ ------------
Total loans 192,559 204,013
Less allowance for loan loss (2,578) (2,396)
------------ ------------
$ 189,981 $ 201,617
============ ============
Note 5 Allowance for Loan Loss
The following is a summary of transactions in the allowance for loan loss:
June 30, December 31,
2001 2000
------------ ------------
(In thousands)
Balance at January 1 $ 2,396 $ 1,303
Provision charged to operating expense 225 1,505
Recoveries added to the reserve 0 23
Loans charged off (43) (435)
------------ ------------
Balance at the end of the period $ 2,578 $ 2,396
============ ============
8
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Changes in Financial Condition
Total assets increased 0.3% to $254.8 million at June 30, 2001, from $254.0
million at December 31, 2000. Cash and cash equivalents increased $1.1 million
or 7.4%, to $16.7 million at June 30, 2001, from $15.6 million at December 31,
2000. During this period, the Company's liability mix shifted as deposits
increased by $10.3 million and FHLB borrowings decreased by $10.0 million.
Deposits at June 30, 2001, totaled $227.0 million compared to $216.7 million at
December 31, 2000. FHLB borrowings decreased to $4.0 million at June 30, 2001,
compared to $14.0 million at December 31, 2000. In addition, the Company's asset
mix shifted during the same period. Net loans decreased by $11.6 million while
total investments increased by $12.6 million. These changes resulted from the
Company's strategy to increase its liquidity and reduce its lending in the real
estate development and construction sectors.
The investment portfolio was comprised of the following:
June 30, December 31,
2001 2000
------------ ------------
Held to maturity:
Mortgage-backed securities $ 863 $ 950
U.S. Government obligations 250 250
Available for sale:
Corporate Bonds 18,195 17,509
U.S. Government obligations 12,000 -
Other:
Federal Reserve Bank & other stocks 422 422
Federal Home Loan Bank stock 1,550 1,550
------------ ------------
$ 33,280 $ 20,681
============ ============
Net loans were $190.0 million at June 30, 2001, a decrease of $11.6 million, or
5.8%, from net loans of $201.6 million at December 31, 2000. The decrease in the
loan portfolio was primarily due to the sale of $6.9 million of seasoned fixed
rate mortgage loans and a reduction of $5.7 million in interim real estate
loans. This decrease was partially offset by a $3.7 million increase in
commercial business loans.
Real estate owned decreased to $532,000 at June 30, 2001, from $1.3 million at
December 31, 2000. The decline was due to the sale of a commercial real estate
property during the period. The remainder of real estate owned consists of
developed lots located within a residential subdivision. Net proceeds are
anticipated to approximate the carrying value at June 30, 2001. No material
losses are anticipated on the ultimate sale of these properties.
Deposits were $227.0 million at June 30, 2001, an increase of $10.3 million, or
4.7%, from total deposits of $216.7 million at December 31, 2000. The deposit
growth was evenly spread between growth in certificates of deposits and
transaction accounts. New deposits at the Forest Lakes branch accounted for $2.4
million of the increase in deposits.
9
Results of Operations
Net Income
The Company reported net income of $7,000 for the three months ended June 30,
2001, compared with a net loss of $82,000 for the three months ended June 30,
2000. While net income in the current quarter was negatively impacted by a
compression of the Company's net interest margin, net income was favorable to
the same quarter of the prior year due to a lower provision for loan losses. Net
income of $175,000 for the six months ended June 30, 2001, was slightly improved
over the $162,000 reported for the same period a year ago.
Net Interest Income
Net interest income decreased to $1.8 million for the three months ended June
30, 2001, from the $2.5 million reported during the same period in 2000. For the
six months ended June 30, 2001, net interest income decreased to $4.0 million
from $4.8 million for the same period in 2000. The compression in the net
interest margin was due to a decrease in the average amount of loans outstanding
and the impact of six prime rate decreases during the first half of 2001.
Because of the Company's reliance on fixed rate certificates of deposit, prime
rate decreases lowered its yield on earning assets (especially those loans whose
interest rates are indexed to prime) faster than its cost of interest bearing
deposits fell. Certificates of deposits totaling $38.4 million with an average
cost of 6.38% mature during the third quarter of 2001. During the fourth quarter
of 2001, certificates of deposit totaling $33.7 million with an average cost of
6.24% mature. The net interest margin was 3.48% for the most recent quarter
compared with 3.95% for the same period a year ago. The following table
summarizes the factors determining net interest income ($ in thousands).
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000
------------- ------------- ------------- -------------
Average Interest Earning Assets $ 233,052 $ 257,163 $ 232,945 $ 253,215
Average Yield 8.22% 9.12% 8.55% 8.85%
Average Interest Bearing Liabilities $ 216,690 $ 244,161 $ 217,938 $240,571
Average Cost 5.10% 5.45% 5.26% 5.28%
Interest Spread 3.12% 3.67% 3.29% 3.57%
Interest Margin 3.48% 3.95% 3.64% 3.83%
10
Provision for Loan Losses
The Company provides valuation allowances for anticipated losses on loans when
its management determines that a significant decline in the value of the
collateral has occurred, and if the value of the collateral is less than the
amount of the unpaid principal of the related loan, plus estimated costs of
acquisition and sale. In addition, the Company provides reserves based on the
dollar amount and type of collateral securing its loans, in order to protect
against unanticipated losses. A loss experience percentage is established for
each loan type and is reviewed quarterly. Each quarter, the loss percentage is
applied to the portfolio, by product type, to determine the minimum amount of
reserves required. The Company recorded a provision of $75,000 and $1.1 million
for the three months ended June 30, 2001 and 2000, respectively. The provision
recorded in the prior year was to increase the allowance for loan losses to an
amount that properly reflected the credit risk in the loan portfolio.
Net charge-offs for the three months ended June 30, 2001, were $9,000 compared
to $379,000 for the same period a year ago. At June 30, 2001, the Company had
$1.6 million of loans that were 90 days or more past due. Of this total, only
$118,000 of loans were considered to be non-accrual. At June 30, 2001, the
allowance for loan losses was $2.6 million or 1.34% of total loans. Management
believes that the allowance for loan losses is adequate to cover loan losses
inherent in the loan portfolio at June 30, 2001. Loans classified as special
mention, substandard, doubtful and loss have been adequately reserved. Although
management believes that it uses the best information available to make such
determinations, future adjustments to the allowance for loan losses may be
necessary, and net income could be significantly affected, if circumstances
differ substantially from assumptions used in making the initial determinations.
Non-Interest Income
Non-interest income was $560,000 for the three months ended June 30, 2001,
compared with $501,000 for the same period a year ago. Fees on deposit accounts
increased by 11.6% to $204,400 for the most recent quarter as compared to
$183,200 for the same period a year ago. A higher volume of loan payoffs
accelerated the amortization of originated mortgage loan servicing rights and
negatively impacted loan servicing income. Loan servicing revenue increased by
69.8% to $73,000 for the most recent quarter compared to $43,000 for the same
period a year ago. However, the amortization of loan servicing rights increased
to $155,000 in the most recent quarter from $25,000 for the same period of the
prior year. The Company shifted its operating strategy in the past quarter to
sell the majority of its mortgage loan production on a servicing released basis
going forward. Net gains on the sale of mortgage loans and securities were
$295,000 for the three months ended June 30, 2001, compared to $183,000 in the
prior year. Non-interest income was $1.1 million for the six months ended June
30, 2001, compared with $715,000 for the same period a year ago.
Non-Interest Expense
Other expenses during the three months ended June 30, 2001, were $2.3 million, a
$207,000 increase over those incurred during the same quarter of 2000. This
increase is primarily attributable to the additional operating expenses of the
Forest Lakes branch in Albemarle County. For the six months ended June 30, 2001,
other expenses increased to $4.6 million compared to $4.1 million for the same
period a year ago. This increase was also attributable to the additional
operating expenses of the Forest Lakes branch, severance expense of $165,000 for
former employees and a $51,000 loss on the sale of a foreclosed commercial
property.
11
The Company currently operates eight full-service banking offices. A new branch
opened in early February in northern Albemarle County. The Company consummated
the sale of its retail branch in Henrico County to Central Virginia Bank on July
13, 2001. This transaction included the assumption of approximately $7.3 million
of deposit accounts and the sale of consumer and commercial loans totaling
approximately $4.4 million. A small gain on the sale will be recorded in the
Company's third quarter results. There are no current plans to open or close any
additional offices.
Income Tax Expense
The Company recognized income tax expense of $4,000 for the three months ended
June 30, 2001, compared to an income tax benefit of $42,000 for the same period
in 2000. The Company recognized income tax expense of $90,000 for the six months
ended June 30, 2001, compared to $84,000 for the same period in 2000. Changes in
tax expense between periods are primarily a result of changes in the level of
taxable income.
Liquidity and Capital Resources
Liquidity is the ability to meet present and future financial obligations either
through the sale of existing assets or through the acquisition of additional
funds through asset and liability management. The Company's primary sources of
funds are deposits, borrowings and amortization, prepayments and maturities of
outstanding loans and securities. While scheduled payments from the amortization
of loans and securities are relatively predictable sources of funds, deposit
flows and loan prepayments are greatly influenced by general interest rates,
economic conditions and competition. Excess funds are invested in overnight
deposits to fund cash requirements experienced in the normal course of business.
The Company has been able to generate sufficient cash through its deposits as
well as through its borrowings.
The Company uses its sources of funds primarily to meet its on-going operating
expenses, to pay deposit withdrawals and to fund loan commitments. At June 30,
2001, total approved loan commitments outstanding were approximately $7.0
million. At the same date, commitments under unused lines of credit were
approximately $41.8 million. Certificates of deposit scheduled to mature in one
year or less at June 30, 2001, were $126.7 million. Management believes that a
significant portion of maturing deposits will remain with the Company. If these
certificates of deposit do not remain with the Company, it will have to seek
other sources of funding that may be at higher rates or reduce assets.
At June 30, 2001, regulatory capital was in excess of amounts required by
Federal Reserve regulations to be considered well capitalized as shown in the
following table:
Actual Actual Amount Percent Excess
Amount Percentage Required Required Amount
-------------- -------------- -------------- -------------- --------------
Leverage Ratio $ 21,808 8.62% $ 10,134 4.00% $ 11,674
Tier 1 Risk Based Capital 21,808 10.59% 8,240 4.00% 13,568
Total Risk Based Capital 24,919 12.10% 16,640 8.00% 8,279
12
Regulatory Issues
In October 2000, the Company and it subsidiary, Guaranty Bank, entered into a
written agreement with the Federal Reserve Bank of Richmond ("FRB") and the
Bureau of Financial Institutions of the Commonwealth of Virginia ("BFI") with
respect to various operating policies and procedures. Various bank operating
policies including asset/liability management, liquidity, risk management, loan
administration and capital adequacy have been rewritten and approved by bank
regulators. The Company is restricted from paying future dividends or incurring
any debt at the parent company level without prior regulatory approval. In
addition, Guaranty Bank is prohibited from paying intercompany dividends to the
Company without prior regulatory approval. Absent this intercompany dividend,
the Company does not have sufficient resources to make the payments due on its
outstanding subordinated debt securities.
The Company and Guaranty Bank have requested regulatory approval for an
intercompany dividend in an amount sufficient to make the September 15, 2001,
payment due on its subordinated debt securities. While the FRB and the BFI have
approved all prior quarterly dividend payment requests since the written
agreement was executed, no assurances can be given that this request will be
approved.
Forward Looking Statements
Certain statements in this quarterly report on Form 10-QSB may include
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements are generally identified by the use
of words such as "believe", "expect", "anticipate", "should", "planned",
"estimated", and "potential". These statements are based on the Company's
current expectations. A variety of factors could cause the Company's actual
results to differ materially from the anticipated results or other expectations
expressed in such forward-looking statements. The risks and uncertainties that
may affect the operations, performance, development, and results of the
Company's business include interest rate movements, competition from both
financial and non-financial institutions, the timing and occurrence (or
nonoccurrence) of transactions and events that may be subject to circumstances
beyond the Company's control, and general economic conditions.
13
Part II. Other Information
---------------------------
Item 1 Legal Proceedings
Not Applicable
Item 2 Changes in Securities
Not Applicable
Item 3 Defaults Upon Senior Securities
Not Applicable
Item 4 Submission of Matters to a Vote of Security Holders
On May 24, 2001, the Company's Annual Meeting of Shareholders was held
to elect two directors to serve on its Board of Directors for terms of three
years each. The results of the votes were as follows:
For Withheld
For Terms Expiring in 2004 --- --------
--------------------------
Henry J. Browne 1,496,030 176,232
Oscar W. Smith, Jr. 1,496,030 176,232
Item 5 Other Information
Not Applicable
Item 6 Exhibits and Reports on 8-K
(a) Exhibits
10.1 Employment Agreement, dated as of May 10, 2001, by
and between Guaranty Financial Corporation and
William E. Doyle, Jr.
10.2 Severance and Release Agreement, dated as of March
19, 2001, by and between Guaranty Financial
Corporation and Thomas P. Baker.
(b) Reports on Form 8-K - None
14
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
GUARANTY FINANCIAL CORPORATION
Date: August 13, 2001 By: /s/ William E. Doyle, Jr.
-------------------------------------
William E. Doyle, Jr.
President and Chief Executive Officer
Date: August 13, 2001 By: /s/ Thomas F. Crump
-------------------------------------
Thomas F. Crump
Senior Vice President and
Chief Financial Officer
15
EXHIBIT INDEX
Exhibit
No. Document
--- --------
10.1 Employment Agreement, dated as of May 10, 2001, by and between
Guaranty Financial Corporation and William E. Doyle, Jr.
10.2 Severance and Release Agreement, dated as of March 19, 2001,
by and between Guaranty Financial Corporation and Thomas P.
Baker.