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
September 30, 2000
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 Office)
(804) 970-1100
(Registrant's Telephone Number, Including Area Code)
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 for 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 ___ (not subject to filing requirements for the
past 90 days).
As of November 1, 2000, 1,961,727 shares of Common Stock, par value
$1.25 per share, were outstanding.
<PAGE>
GUARANTY FINANCIAL CORPORATION
QUARTERLY REPORT ON FORM 10-QSB
INDEX
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<TABLE>
<CAPTION>
Part I. Financial Information Page No.
---------------------------------- --------
<S> <C>
Item 1 Financial Statements
Consolidated Balance Sheets as of September 30, 2000
(unaudited) and December 31, 1999 3
Consolidated Statements of Operations for the
Three and Nine Months Ended September 30, 2000 and
1999 (unaudited) 4
Consolidated Statements of Comprehensive Income
for the Three and Nine Months Ended September 30, 2000
and 1999 (unaudited) 5
Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 2000 and 1999 (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 13
Item 2 Changes in Securities and Use of Proceeds 13
Item 3 Defaults upon Senior Securities 13
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 5 Other Information 13
Item 6 Exhibits and Reports on Form 8-K 13
Signatures
</TABLE>
2
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Part I. Financial Information
------------------------------
Item 1 Financial Statements
GUARANTY FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 14,316 $ 12,634
Investment securities
Held-to-maturity 1,233 1,336
Available for sale 17,264 22,197
Investment in FHLB stock at, cost 1,550 1,500
Loans receivable, net 203,668 205,399
Accrued interest receivable 2,139 1,743
Real estate owned 1,250 843
Office properties and equipment, net 9,509 9,331
Mortgage servicing rights 996 568
Other assets 4,351 3,788
------------- -------------
Total assets $ 256,276 $ 259,339
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
NOW/MMDA accounts $ 58,858 $ 58,083
Savings accounts 10,977 11,203
Certificates of deposit 143,494 130,308
------------- -------------
213,329 199,594
Bonds payable 855 903
Advances from Federal Home Loan Bank 20,000 20,000
Securities sold under agreement to repurchase - 16,650
Accrued interest payable 74 258
Payments by borrowers for taxes and insurance 562 494
Other liabilities 855 1,099
------------- -------------
Total liabilities 235,675 238,998
------------- -------------
Commitments & Contingencies
Convertible preferred securities 6,012 6,075
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 8,943
Accumulated comprehensive income (loss) (1,654) (1,608)
Retained earnings 4,838 4,479
------------- -------------
Total stockholders' equity 14,589 14,266
------------- -------------
Total liabilities and stockholders' equity $ 256,276 $ 259,339
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
3
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GUARANTY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Interest income
Loans $ 5,130 $ 3,988 $ 15,158 $ 10,858
Investment securities 572 664 1,721 1,993
-------- -------- -------- --------
Total interest income 5,702 4,652 16,879 12,851
-------- -------- -------- --------
Interest expense
Deposits 2,729 2,101 7,783 6,180
Borrowings 435 620 1,717 1,716
-------- -------- -------- --------
Total interest expense 3,164 2,721 9,500 7,896
-------- -------- -------- --------
Net interest income 2,538 1,931 7,379 4,955
Provision for loan losses 150 216 1,355 381
-------- -------- -------- --------
Net interest income after provision
for loan losses 2,388 1,715 6,024 4,574
Other income
Loan and deposit fees and servicing income 197 106 562 329
Gain (loss) on sale of loans and securities 46 (1,572) 158 (1,026)
Other 157 143 395 326
-------- -------- -------- --------
Total other income 400 (1,323) 1,115 (371)
-------- -------- -------- --------
Other expenses
Personnel 1,046 971 3,140 2,877
Occupancy 226 277 673 794
Data processing 199 196 574 503
Deposit insurance premiums 65 5 184 15
Other 598 284 1,668 560
-------- -------- -------- --------
Total other expenses 2,134 1,733 6,239 4,749
-------- -------- -------- --------
Income (loss) before income taxes 654 (1,341) 900 (546)
-------- -------- -------- --------
Provision (benefit) for income taxes 222 (456) 306 (186)
-------- -------- -------- --------
Net income (loss) $ 432 $ (885) $ 594 $ (360)
======== ======== ======== ========
Basic and diluted earnings (loss)
per common share $ 0.22 $ (0.59) $ 0.30 $ (0.24)
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
GUARANTY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- --------------------
2000 1999 2000 1999
-------- -------- -------- --------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Income (loss) $ 432 ($ 885) $ 594 ($ 360)
-------- -------- -------- --------
Other comprehensive income:
Unrealized gains (loss) on securities available for sale 332 555 (70) (2,031)
-------- -------- -------- --------
Other comprehensive income (loss), before tax 332 555 (70) (2,031)
Income tax (expense) benefit related to items of other
comprehensive income (113) (189) 24 691
-------- -------- -------- --------
Other comprehensive income (loss), net of tax 219 366 (46) (1,340)
-------- -------- -------- --------
Comprehensive Income (loss) $ 651 ($ 519) $ 548 ($ 1,700)
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE>
GUARANTY FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------
2000 1999
-------- --------
(unaudited)
<S> <C> <C>
Operating Activities
Net Income (Loss) $ 594 $ (360)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Provision for loan losses 1,355 381
Depreciation and amortization 632 478
Deferred loan fees 68 148
Net amortization of premiums and accretion of discounts 45 223
Gain on sale of loans (234) (304)
Loss on sale of purchased servicing - 146
Originations of loans held for sale (32,444) (40,040)
Proceeds from sale of loans 32,200 40,344
Loss on sale of securities available for sale 76 1,298
Loss on trading securities - 222
Purchase of trading securities - (63,397)
Sales of trading securities - 64,175
Changes in:
Accrued interest receivable (396) (55)
Other assets (563) (3,481)
Accrued interest payable (184) 160
Prepayments by borrowers for taxes and insurance 68 95
Other liabilities (244) 1,272
-------- --------
Net cash provided by operating activities 973 1,305
-------- --------
Investing activities
Net (increase) decrease in loans 444 (28,124)
Increase in originated mortgage servicing rights (473) -
Mortgage-backed securities principal repayments 134 929
Proceeds from sale of securities available for sale 4,722 17,562
Purchase of securities available for sale - (17,145)
Redemption (purchase) of FHLB stock (50) 150
Purchase of servicing rights (47) (666)
Proceeds from sale of servicing rights - 2,696
Purchase of other real estate (407) -
Purchase of office properties and equipment (363) (2,124)
-------- --------
Net cash provided (absorbed) by investing activities 3,960 (26,722)
-------- --------
Financing activities
Net increase in deposits 13,735 24,014
Proceeds from FHLB advances 43,000 14,000
Repayment of FHLB advances (43,000) (12,000)
Increase (decrease) in securities sold under agreement to repurchase (16,650) 3,791
Repurchase of convertible preferred securities (53) -
Dividends paid on common stock (235) (271)
Principal payments on bonds payable, including unapplied payments (48) (695)
-------- --------
Net cash provided (absorbed) by financing activities (3,251) 28,839
-------- --------
Increase in cash and cash equivalents 1,682 3,422
Cash and cash equivalents, beginning of period 12,634 10,527
-------- --------
Cash and cash equivalents, end of period $ 14,316 $ 13,949
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
GUARANTY FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Nine Months Ended September 30, 2000 and 1999
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, which 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 1999
Annual Report on Form 10-KSB. The results for the three and nine months ended
September 30, 2000, 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 1999 financial statements have been reclassified to conform
to the year 2000 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 nine
months ended September 30, 2000 and 1999 have been determined by dividing net
income by the weighted average number of shares of common stock outstanding
during these periods, 1,961,727.
7
<PAGE>
Note 4 Accounting for Derivatives Instruments and Hedging Activities
In June 1998 the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," which is
effective for fiscal years beginning after June 15, 2000. The new statement
requires that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet as
either an asset or liability measured at its fair value. SFAS No. 133 requires
the changes in the derivative's fair value to be recognized currently in
earnings unless specific hedge accounting criteria are met. As the
implementation guidance related to this accounting pronouncement has continued
to evolve, the Company has not yet determined the effect that this statement
will have on the consolidated financial position or results of operations of the
Company.
8
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Changes in Financial Condition
Total assets decreased by $3.0 million to $256.3 at September 30, 2000, from
$259.3 million at December 31, 1999. Cash and cash equivalents increased $1.7
million, or 13.3%, to $14.3 million at September 30, 2000 from $12.6 million at
December 31, 1999. This increase resulted primarily from an increase of
approximately $13.2 million in certificates of deposits and the sale of $4.7
million of long term investment securities which were offset by a $16.6 million
decrease in securities sold under agreements to repurchase. Gross loans remained
relatively flat as the Company decreased it emphasis on growth.
Investment securities at September 30, 2000, decreased $5.0 million to $20.0
million from $25.0 million at December 31, 1999. At the dates indicated, the
investment portfolio was comprised of the following:
September 30, December 31,
2000 1999
----------------- -----------------
Mortgage-backed securities
classified as held-to-maturity $983 $1,086
US Treasury Notes classified
as held-to-maturity 250 250
Corporate bonds classified as
available for sale 16,863 17,097
Mortgage-backed securities
classified as available for sale - 4,780
Other investments 1,951 1,820
----------------- -----------------
$20,047 $25,033
================= =================
Net loans were $203.7 million at September 30, 2000, a decrease of $1.7 million
from net loans of $205.4 million at December 31, 1999. The decrease in the loan
portfolio was primarily related to a net increase of $1.0 million in the
allowance for loan losses. Gross loans remained relatively constant for the nine
month period. During this period the Company has reduced its construction and
land development portfolio and its mortgage portfolio. These decreases were
offset by increases in commercial business and consumer loans.
Real estate owned increased to $1.2 million outstanding at September 30, 2000,
from $843,000 at December 31, 1999, due to the addition of one $865,000
commercial real estate property. 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 September 30, 2000.
Deposits were $213.3 million at September 30, 2000, an increase of $13.7
million, or 6.7%, from total deposits of $199.6 million at December 31, 1999.
The deposit growth was primarily the result of an increase in certificates of
deposits of $13.2 million or 10.0%. This increase was a result of overall growth
and increases at our two newest branches, Lake Monticello in Fluvanna County and
Wellesley in Henrico County.
At September 30, 2000, $20.0 million was borrowed from the FHLB on a short-term
basis, representing the same balance as of December 31, 1999. These advances are
comprised entirely of daily rate credits which reprice based on previous days
Fed Fund rate. At September 30, 2000, the Company had no outstanding balance of
securities sold under agreements to repurchase. This represented a 100% decrease
from the $16.6 million outstanding at December 31, 1999.
9
<PAGE>
Total stockholders' equity increased to $14.6 million at September 30, 2000.
This increase was primarily due to net income of $594,000 for the nine-month
period less dividends paid of $235,000.
Results of Operations
Net Income
The Company reported net income of $432,000 for the three months ended September
30, 2000, as compared to a net loss of $885,000 reported for the same quarter in
the prior year. The increase in net income was primarily due to the elimination
of $ 1.4 million in losses reported on the sale of long-term corporate bonds in
the prior year. For the nine months ended September 30, 2000, the Company
reported net income of $594,000 as compared to a net loss of $360,000 for the
same period in the prior year. The current year to date income reflects
increases in net interest income offset by increases in the provision for loan
losses and operating expenses as compared to the prior year. Actions to
restructure the balance sheet including the sale of long-term corporate bonds
and mortgage servicing rights were the primary cause of the losses reported in
the prior year.
Net Interest Income
Net interest income increased to $2.5 million for the three months ended
September 30, 2000, from the $1.9 million reported during the same period in
1999. The following table summarizes the factors determining net interest income
($ in thousands).
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30,2000 September 30,1999 September 30,2000 September 30,1999
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Avg. Interest
Earning Assets $240,500 $230,846 $248,945 $222,873
Avg. Yield 9.41% 8.31% 9.03% 8.05%
Avg. Interest
Bearing
Liabilities $228,082 $224,205 $236,374 $215,517
Avg. Cost 5.51% 4.78% 5.35% 4.89%
Interest Spread 3.90% 3.53% 3.68% 3.16%
Interest Margin 4.19% 3.67% 3.95% 3.33%
</TABLE>
The increases in the net interest margin for the three and nine months ended
September 30, 2000, as compared to the same periods of the prior year are due to
increases in the prime rate which affected the yield on prime based loans and
the increase of non-interest bearing demand accounts.
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 annually. Each quarter, the loss percentage is
applied to the portfolio, by product type, to determine the minimum amount of
reserves required. Guaranty recorded a provision of $150,000 and $216,000 for
the three months ended September 30,
10
<PAGE>
2000 and 1999 respectively, and a provision of $1.4 million and $381,000 for the
nine months ended September 30, 2000 and 1999, respectively. As of September 30,
2000 the total allowance for loan losses was $2.1 million or 1.1% of loans. The
increase in loan loss reserves for both periods was due to management's efforts
to properly reflect the credit risk in its loan portfolio. Although management
believes that it uses the best information available to make such
determinations, future adjustments to reserves may be necessary, and net income
could be significantly affected, if circumstances differ substantially from
assumptions used in making the initial determinations.
Other Income
Other income for the third quarter 2000 was $400,000, compared to a loss of $1.3
million for the same period in 1999. Deposit fees and loan servicing income
increased to $197,000 for the current quarter from the $106,000 reported for the
same quarter of the prior year. Net gains on loan and security sales resulted in
income of $46,000 for the current quarter, while the same period in the prior
year included net losses of $1.6 million due to the sale of long-term corporate
bonds and mortgage servicing rights to restructure the balance sheet. For the
nine months ended September 30, 2000, deposit fees and loan servicing income
increased to $562,000 from $329,000 for the same period of the prior year. The
increases were primarily due to increases in deposits and the loan servicing
portfolio.
Other Expense
Other expenses during the third quarter of 2000 were $2.1 million, a $401,000
increase over those incurred during the same quarter of 1999. For the nine
months ended September 30, 2000, other expenses were $6.2 million compared to
$4.7 million during the same period in 1999. Both increases were primarily due
to increases in overall operating expenses and increased advertising expenses
related to the increased size of the Company. Other expenses for both the
current quarter and the year to date period have increased at rates below the
increase in net interest income.
The Company currently operates eight full-service banking offices. Construction
is currently proceeding on an additional office in the Charlottesville market,
which will be completed later this year. Except for this office, the Company has
no plans to open any additional offices. The Company is currently reviewing the
profitability of all of its existing branches and operations.
Income Tax Expense
The Company recognized income tax expense of $222,000 for the three months ended
September 30, 2000, compared to a $456,000 tax benefit for the same period in
1999. For the nine months ended September 30, 2000, the Company recognized
income tax expense of $306,000 compared to an income tax benefit of $186,000 for
the same period in 1999. Changes in tax expense and tax benefit between periods
are primarily a result of changes in the level of taxable income. Effective
income tax and benefit rates for all periods presented was 34.0%.
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 September
30, 2000, total approved loan commitments
11
<PAGE>
outstanding were approximately $8.9 million. At the same date, commitments under
unused lines of credit were approximately $49.8 million. Certificates of deposit
scheduled to mature in one year or less at September 30, 2000 were $123.2
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 which may be at
higher rates or reduce assets.
At September 30, 2000, regulatory capital was in excess of amounts required by
Federal Reserve Regulations to be considered well capitalized as shown in the
following table:
Tier 1 risk based capital ratio 9.85%
Total risk based capital ratio 11.16%
Tier 1 leverage ratio 8.33%
Regulatory Issues
In October 2000, the Company and it subsidiary, Guaranty Bank, entered into a
written agreement with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Commonwealth of Virginia with respect to various
operating policies and procedures. Various bank operating policies including
asset/liability management, liquidity, risk management, loan administration and
capital adequacy will be submitted to the bank regulators for review and
approval. The Company is restricted from paying future dividends or incurring
any debt at the parent company level without prior regulatory approval. In
addition, the Company's subsidiary, 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 intercompany
dividends in an amount sufficient to make the December 15, 2000, payment due on
its subordinated debt securities.
Forward Looking Statements
Certain statements in this quarterly report on Form 10-QSB are forward-looking
and may be 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 nonoccurence) of transactions and events that may
be subject to circumstances beyond the Company's control, and general economic
conditions.
12
<PAGE>
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
Not Applicable
Item 5 Other Information
Not Applicable
Item 6 Exhibits and Reports on 8-K
(a) Exhibits
27 Financial Data Schedule (filed electronically only)
(b) Reports on Form 8-K - None
13
<PAGE>
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: November 14, 2000 By: /s/ Thomas P. Baker
-------------------------------------
Thomas P. Baker
President and Chief Executive Officer
Date: November 14, 2000 By: /s/ Thomas F. Crump
-------------------------------------
Thomas F. Crump
Senior Vice President
and Chief Financial Officer