GUARANTY BANCSHARES INC /TX/ - Quarter Report: 2020 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-38087

GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)



Texas	001-38087	75-1656431
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
16475 Dallas Parkway, Suite 600 Addison, Texas		75001
(Address of Principal Executive Offices)		(Zip Code)

(888) 572 - 9881

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	GNTY	NASDAQ Global Select Market

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 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the

Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒

As of August 3, 2020, there were 11,014,283 outstanding shares of the registrant’s common stock, par value $1.00 per share.

GUARANTY BANCSHARES, INC.


	PART I — FINANCIAL INFORMATION	Page

Item 1.	Financial Statements – (Unaudited)	3
	Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	3
	Consolidated Statements of Earnings for the Three and Six Months Ended June 30, 2020 and 2019	4
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2020 and 2019	5
	Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2020 and 2019	6
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019	8
	Notes to Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	82
Item 4.	Controls and Procedures	83

	PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	84
Item 1A.	Risk Factors	84
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	86
Item 3.	Defaults Upon Senior Securities	86
Item 4.	Mine Safety Disclosures	86
Item 5.	Other Information	86
Item 6.	Exhibits	87

SIGNATURES		88

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GUARANTY BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

	(Unaudited)			(Audited)
	June 30, 2020			December 31, 2019
ASSETS
Cash and due from banks	$	35,490		$	39,907
Federal funds sold		104,375			45,246
Interest-bearing deposits		51,129			5,561
Total cash and cash equivalents		190,994			90,714
Securities available for sale		376,381			212,716
Securities held to maturity		—			155,458
Loans held for sale		7,194			2,368
Loans, net of allowance for credit losses of $34,119 and $16,202, respectively		1,919,201			1,690,794
Accrued interest receivable		11,864			9,151
Premises and equipment, net		55,251			53,431
Other real estate owned		402			603
Cash surrender value of life insurance		34,920			34,495
Core deposit intangible, net		3,426			3,853
Goodwill		32,160			32,160
Other assets		35,402			32,701
Total assets	$	2,667,195		$	2,318,444
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Noninterest-bearing	$	772,179		$	525,865
Interest-bearing		1,469,847			1,430,939
Total deposits		2,242,026			1,956,804
Securities sold under agreements to repurchase		17,414			11,100
Accrued interest and other liabilities		25,960			23,061
Line of credit		2,000			—
Federal Home Loan Bank advances		100,610			55,118
Subordinated debentures		20,310			10,810
Total liabilities		2,408,320			2,056,893
Commitments and contingencies (see Note 11)
Shareholders' equity
Preferred stock, $5.00 par value, 15,000,000 shares authorized, no shares issued		—			—
Common stock, $1.00 par value, 50,000,000 shares authorized, 12,908,097 and 12,905,097 shares issued, and 11,013,804 and 11,547,443 shares outstanding, respectively		12,908			12,905
Additional paid-in capital		187,073			186,692
Retained earnings		97,788			98,239
Treasury stock, 1,894,293 and 1,357,654 shares at cost		(47,969	)		(34,492	)
Accumulated other comprehensive income (loss)		9,075			(1,793	)
Total shareholders' equity		258,875			261,551
Total liabilities and shareholders' equity	$	2,667,195		$	2,318,444

See accompanying notes to consolidated financial statements.

GUARANTY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(Dollars in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020		2019
Interest income
Loans, including fees	$	24,139		$	22,581		$	46,656	$	44,825
Securities
Taxable		1,187			1,527			2,481		3,126
Nontaxable		1,086			957			2,061		1,916
Federal funds sold and interest-bearing deposits		169			488			635		993
Total interest income		26,581			25,553			51,833		50,860

Interest expense
Deposits		3,040			5,704			7,461		11,377
FHLB advances and federal funds purchased		123			381			205		828
Subordinated debentures		176			170			319		339
Other borrowed money		60			12			97		23
Total interest expense		3,399			6,267			8,082		12,567

Net interest income		23,182			19,286			43,751		38,293
Provision for credit losses		12,100			575			13,500		1,150
Net interest income after provision for credit losses		11,082			18,711			30,251		37,143

Noninterest income
Service charges		571			889			1,479		1,715
Net realized loss on securities transactions		—			(22	)		—		(22	)
Net realized gain on sale of loans		1,508			683			2,697		1,160
Other income		2,908			2,560			5,772		4,819
Total noninterest income		4,987			4,110			9,948		7,672

Noninterest expense
Employee compensation and benefits		8,077			8,693			17,543		17,679
Occupancy expenses		2,550			2,437			5,027		4,888
Other expenses		4,557			4,264			9,021		8,297
Total noninterest expense		15,184			15,394			31,591		30,864

Income before income taxes		885			7,427			8,608		13,951
Income tax (benefit) provision		(190	)		1,384			1,255		2,571
Net earnings	$	1,075		$	6,043		$	7,353	$	11,380
Basic earnings per share	$	0.10		$	0.52		$	0.65	$	0.97
Diluted earnings per share	$	0.10		$	0.52		$	0.65	$	0.97

See accompanying notes to consolidated financial statements.

GUARANTY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Dollars in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Net earnings	$	1,075		$	6,043		$	7,353		$	11,380
Other comprehensive income:
Unrealized gains on securities
Unrealized holding gains arising during the period		11,382			3,325			12,486			8,484
Unrealized gains on held to maturity securities transferred to available for sale		—			—			2,265			—
Amortization of net unrealized gains on held to maturity securities		—			4			46			9
Reclassification adjustment for net losses included in net earnings		—			22			—			22
Tax effect		(2,390	)		(719	)		(3,100	)		(1,805	)
Unrealized gains on securities, net of tax		8,992			2,632			11,697			6,710
Unrealized holding losses arising during the period on interest rate swaps		(243	)		(91	)		(829	)		(174	)
Total other comprehensive income		8,749			2,541			10,868			6,536
Comprehensive income	$	9,824		$	8,584		$	18,221		$	17,916

See accompanying notes to consolidated financial statements.

GUARANTY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(Dollars in thousands, except per share amounts)

	Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings			Treasury Stock			Accumulated Other Comprehensive (Loss) Income			Total Shareholders’ Equity
For the Six Months Ended June 30, 2020
Balance at December 31, 2019	$	—	$	12,905	$	186,692	$	98,239		$	(34,492	)	$	(1,793	)	$	261,551
Impact of adoption of ASC 326, net of tax of $955		—		—		—		(3,593	)		—			—			(3,593	)
Net earnings		—		—		—		7,353			—			—			7,353
Other comprehensive income		—		—		—		—			—			10,868			10,868
Exercise of stock options		—		3		69		—			—			—			72
Purchase of treasury stock		—		—		—		—			(13,477	)		—			(13,477	)
Stock based compensation		—		—		312		—			—			—			312
Dividends:
Common - $0.38 per share		—		—		—		(4,211	)		—			—			(4,211	)
Balance at June 30, 2020	$	—	$	12,908	$	187,073	$	97,788		$	(47,969	)	$	9,075		$	258,875

For the Three Months Ended June 30, 2020
Balance at March 31, 2020	$	—	$	12,908	$	186,916	$	98,805		$	(45,309	)	$	326		$	253,646
Net earnings		—		—		—		1,075			—			—			1,075
Other comprehensive income		—		—		—		—			—			8,749			8,749
Purchase of treasury stock		—		—		—		—			(2,660	)		—			(2,660	)
Stock based compensation		—		—		157		—			—			—			157
Dividends:
Common - $0.19 per share		—		—		—		(2,092	)		—			—			(2,092	)
Balance at June 30, 2020	$	—	$	12,908	$	187,073	$	97,788		$	(47,969	)	$	9,075		$	258,875

See accompanying notes to consolidated financial statements.

	Preferred Stock		Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive (Loss) Income			Total Shareholders’ Equity
For the Six Months Ended June 30, 2019
Balance at December 31, 2018	$	—	$	12,835	$	185,174		$	80,088		$	(24,352	)	$	(9,162	)	$	244,583
Net earnings		—		—		—			11,380			—			—			11,380
Other comprehensive income		—		—		—			—			—			6,536			6,536
Exercise of stock options		—		20		461			—			—			—			481
Purchase of treasury stock		—		—		—			—			(9,197	)		—			(9,197	)
Restricted stock grants		—		31		(31	)		—			—			—			—
Stock based compensation		—		—		314			—			—			—			314
Dividends:
Common - $0.34 per share		—		—		—			(3,976	)		—			—			(3,976	)
Balance at June 30, 2019	$	—	$	12,886	$	185,918		$	87,492		$	(33,549	)	$	(2,626	)	$	250,121

For the Three Months Ended June 30, 2019
Balance at March 31, 2019	$	—	$	12,885	$	185,742		$	83,417		$	(26,567	)	$	(5,167	)	$	250,310
Net earnings		—		—		—			6,043			—			—			6,043
Other comprehensive income		—		—		—			—			—			2,541			2,541
Exercise of stock options		—		1		(1	)		—			—			—			—
Purchase of treasury stock		—		—		—			—			(6,982	)		—			(6,982	)
Stock based compensation		—		—		177			—			—			—			177
Dividends:
Common - $0.17 per share		—		—		—			(1,968	)		—			—			(1,968	)
Balance at June 30, 2019	$	—	$	12,886	$	185,918		$	87,492		$	(33,549	)	$	(2,626	)	$	250,121

See accompanying notes to consolidated financial statements.

GUARANTY BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollars in thousands)

	For the Six Months Ended June 30,
	2020			2019
Cash flows from operating activities
Net earnings	$	7,353		$	11,380
Adjustments to reconcile net earnings to net cash provided from operating activities:
Depreciation		1,995			1,954
Amortization		673			698
Deferred taxes		(2,175	)		(646	)
Premium amortization, net of discount accretion		1,908			1,912
Net realized loss on securities transactions		—			22
Gain on sale of loans		(2,697	)		(1,160	)
Provision for credit losses		13,500			1,150
Origination of loans held for sale		(69,170	)		(34,364	)
Proceeds from loans held for sale		67,041			33,267
Write-down of other real estate and repossessed assets		357			6
Net gain on sale of premises, equipment, other real estate owned and other assets		107			9
Stock based compensation		312			314
Net change in accrued interest receivable and other assets		(6,409	)		(19,418	)
Net change in accrued interest payable and other liabilities		2,053			11,395
Net cash provided by operating activities		14,848			6,519

Cash flows from investing activities
Securities available for sale:
Purchases		(20,894	)		(5,120	)
Proceeds from sales		—			3,957
Proceeds from maturities and principal repayments		22,552			13,039
Securities held to maturity:
Proceeds from maturities and principal repayments		3,024			3,215
Net originations of loans		(246,637	)		(34,503	)
Net purchases of premises and equipment		(3,881	)		(2,333	)
Net proceeds from sale of premises, equipment, other real estate owned and other assets		339			293
Net cash used in investing activities		(245,497	)		(21,452	)

See accompanying notes to consolidated financial statements.

	For the Six Months Ended June 30,
	2020			2019
Cash flows from financing activities
Net change in deposits		285,222			112,510
Net change in securities sold under agreements to repurchase		6,314			(1,414	)
Proceeds from FHLB advances		200,000			111,000
Repayment of FHLB advances		(154,508	)		(174,009	)
Proceeds from line of credit		20,000			—
Repayment of line of credit		(18,000	)		—
Proceeds from issuance of debentures		10,000			—
Repayments of debentures		(500	)		(1,500	)
Purchase of treasury stock		(13,477	)		(9,197	)
Exercise of stock options		72			481
Cash dividends		(4,194	)		(2,013	)
Net cash provided by financing activities		330,929			35,858
Net change in cash and cash equivalents		100,280			20,925
Cash and cash equivalents at beginning of period		90,714			71,510
Cash and cash equivalents at end of period	$	190,994		$	92,435

Supplemental disclosures of cash flow information
Interest paid	$	8,497		$	12,361
Income taxes paid		2,600			2,235

Supplemental schedule of noncash investing and financing activities
Cash dividends accrued		2,092			1,965
Transfer loans to other real estate owned and repossessed assets		182			92

See accompanying notes to consolidated financial statements.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations: Guaranty Bancshares, Inc. (“Guaranty”) is a bank holding company headquartered in Mount Pleasant, Texas that provides, through its wholly-owned subsidiary, Guaranty Bank & Trust, N.A. (the “Bank”), a broad array of financial products and services to individuals and corporate customers, primarily in its markets of East Texas, Dallas/Fort Worth, Greater Houston and Central Texas. The terms “the Company,” “we,” “us” and “our” mean Guaranty and its subsidiaries, when appropriate. The Company’s main sources of income are derived from granting loans throughout its markets and investing in securities issued by the U.S. Treasury, U.S. government agencies and state and political subdivisions. The Company’s primary lending products are real estate, commercial and consumer loans. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ abilities to honor contracts is dependent on the economy of the State of Texas and primarily the economies of East Texas, Dallas/Fort Worth, Greater Houston and Central Texas. The Company primarily funds its lending activities with deposit operations. The Company’s primary deposit products are checking accounts, money market accounts and certificates of deposit.

Basis of Presentation: The consolidated financial statements in this Quarterly Report on Form 10-Q (this “Report”) include the accounts of Guaranty, the Bank, and their respective other direct and indirect subsidiaries and any other entities in which Guaranty has a controlling interest. The Bank has six wholly-owned non-bank subsidiaries, Guaranty Company, Inc., G B COM, INC., 2800 South Texas Avenue LLC, Pin Oak Realty Holdings, Inc., Pin Oak Asset Management, LLC (formerly Pin Oak Energy Holdings, LLC) and White Oak Aviation, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. The accounting and financial reporting policies followed by the Company conform, in all material respects, to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the financial services industry.

The consolidated financial statements in this report have not been audited by an independent registered public accounting firm, but in the opinion of management, reflect all adjustments necessary for a fair presentation of the Company’s financial position and results of operations. All such adjustments were of a normal and recurring nature. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements, and notes thereto, for the year ended December 31, 2019, included in Guaranty’s Annual Report on Form 10-K for the year ended December 31, 2019. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

All dollar amounts referenced and discussed in the notes to the consolidated financial statements in this report are presented in thousands, unless noted otherwise.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates and assumptions may also affect disclosure of 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 these estimates.

COVID-19: On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic, which continues to spread through the United States and around the world. The declaration of a global pandemic indicates that almost all public commerce and business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The outbreak of COVID-19 could adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company.

Government leaders and the Federal Reserve have taken several actions designed to mitigate the economic fallout resulting from the coronavirus. The Coronavirus Aid, Relief and Economic Security (“CARES”) Act, signed into law on March 27, 2020, authorized more than $2 trillion to battle COVID-19 and its economic effects, including immediate cash relief for individual citizens, loan programs for small businesses, support for hospitals and other medical providers, and various types of economic relief for impacted businesses and industries. The goal of CARES Act is to prevent severe economic downturn. The CARES Act also provided for temporary interest only or payment deferral modifications for loans

(Continued)

10.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

without classifying them as troubled debt restructurings under current accounting rules. Additional government backed hardship relief measures are currently being negotiated.

Due to the COVID-19 pandemic, market interest rates have declined significantly, with the 10-year Treasury bond falling below 1.00% on March 3, 2020 for the first time. On March 16, 2020, the Federal Open Market Committee reduced the target federal funds rate range to 0.00% to 0.25%. These reductions in interest rates and other effects of the COVID-19 outbreak may adversely affect the Company’s financial condition and results of operations, as well as business and consumer confidence. As a result of the spread of COVID-19, economic uncertainties have arisen which are likely to negatively impact net interest income and noninterest income. Other financial impacts could occur though such potential impact is unknown at this time.

Recent Accounting Pronouncements:

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the accounting for goodwill impairment for all entities by requiring impairment changes to be based on the first step in today’s two-step impairment test, thus eliminating step two from the goodwill impairment test. In addition, the amendment eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform step two of the goodwill impairment test. For public companies, ASU 2017-04 is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We adopted this pronouncement on January 1, 2020 and it did not have a significant impact on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (CECL) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loans receivable and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842: Leases. In addition, ASC 326 made changes to the accounting for available for sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available for sale securities that management does not intend to sell or believes that it is more likely than not they will be required to sell.

The Company adopted the Current Expected Credit Losses (CECL) standard (Accounting Standards Update 2016-13 or ASC 326) on January 1, 2020. The day one impact of adopting CECL resulted in an allowance increase of $4,548, or 28.1%, from December 31, 2019. The day one increase was primarily due to recognizing expected lifetime losses in the portfolio and adding an economic forecast based upon our assumptions on January 1, 2020. The Company has added $13,500 to the provision for loan losses subsequent to the day one effect, through the first two quarters of 2020, compared to $1,150 for the six months ended June 30, 2019. The significant increase in the ACL provision during the six months ended June 30, 2020 resulted primarily from changes in our CECL model assumptions as a result of COVID-19.

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet (OBS) credit exposures. Results for reporting periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a decrease to retained earnings of $3,593, net of tax effects of $955, as of January 1, 2020 for the cumulative effect of adopting ASC 326.

Allowance for Credit Losses:

Available for Sale Debt Securities

For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether or not it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the securities amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment,

(Continued)

11.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of the cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected are less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded as provisions for or reversal of credit loss expense. Losses are charged against the allowance when management believes an available-for-sale security is uncollectible or when either of the criteria regarding intent to sell or required to sell is met. Accrued interest receivable on available for sale debt securities is excluded from the estimate of credit losses.

Loans

The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected over the lifetime of the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Subsequent recoveries, if any, are credited to the allowance.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. We use the weighted-average remaining maturity method (WARM method) as the basis for the estimation of expected credit losses. The WARM method uses a historical average annual charge-off rate. This average annual charge-off rate contains loss content over a historical lookback period and is used as a foundation for estimating the credit loss reserve for the remaining outstanding balances of loans in a segment at the balance sheet date. The average annual charge-off rate is applied to the contractual term, further adjusted for estimated prepayments, to determine the unadjusted historical charge-off rate. The calculation of the unadjusted historical charge-off rate is then adjusted for current conditions and for reasonable and supportable forecast periods. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. These qualitative factors serve to compensate for additional areas of uncertainty inherent in the portfolio that are not reflected in our historic loss factors.

The allowance for credit losses is measured on a collective (pool or segment) basis when similar risk characteristics exist. Our loan portfolio segments include both regulatory call report codes and by internally identified risk ratings for our commercial loan segments and by delinquency status for our consumer loan segments. We also have separately identified our mortgage warehouse loans, internally originated SBA loans, SBA loans acquired from Westbound Bank in 2018 and loans originated under the PPP for inherent risk analysis. Accrued interest receivable on loans is excluded from the estimate of credit losses.

Below is a summary of the segments and certain of the inherent risks in the Company’s loan portfolio:

Commercial and industrial:		This portfolio segment includes general secured and unsecured commercial loans which are not secured by real estate or may be secured by real estate but made for the primary purpose of a short term revolving line of credit. Credit risk inherent in this portfolio segment include fluctuations in the local and national economy.

Construction and development:		This portfolio segment includes all loans for the purpose of construction, including both business and residential structures; and real estate development loans, including non-agricultural vacant land. Credit risk inherent in this portfolio include fluctuations in property values, unemployment, and changes in the local and national economy.

(Continued)

12.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

Commercial real estate:		The commercial real estate portfolio segment includes all commercial loans that are secured by real estate, other than those included in the construction and development, farmland, multi-family, and 1-4 family residential segments. Risks inherent in this portfolio segment include fluctuations in property values and changes in the local and national economy impacting the sale of the finished structures.

Farmland:		The farmland portfolio includes loans that are secured by real estate that is used or usable for agricultural purposes, including land used for crops, livestock production, grazing & pastureland and timberland. This segment includes land with a 1-4 family residential structure if the value of the land exceeds the value of the residence. Risks inherent in this portfolio segment include adverse changes in climate, fluctuations in feed and cattle prices and changes in property values.

Consumer:		This portfolio segment consists of non-real estate loans to consumers. This includes secured and unsecured loans such as auto and personal loans. The risks inherent in this portfolio segment include those factors that would impact the consumer’s ability to meet their obligations under the loan. These include increases in the local unemployment rate and fluctuations in consumer and business sales.

1-4 family residential:		This portfolio segment includes loans to both commercial and consumer borrowers secured by real estate for housing units of up to four families. Risks inherent in this portfolio segment include increases in the local unemployment rate, changes in the local economy and factors that would impact the value of the underlying collateral, such as changes in property values.

Multi-family residential:		This portfolio segment includes loans secured by structures containing five or more residential housing units. Risks inherent in this portfolio segment include increases to the local unemployment rate, changes in the local economy, and factors that would impact property values.

Agricultural:		The agricultural portfolio segment includes loans to individuals and companies in the dairy and cattle industries and farmers. Loans in the segment are secured by collateral including cattle, crops and equipment. Risks inherent in this portfolio segment include adverse changes in climate and fluctuations in feed and cattle prices.

The following groups of loans are considered to carry specific similar inherent risk characteristics, which the Bank considers separately during its calculation of the allowance for credit losses. These groups of loans are reported within the segments identified in the previous table.

Mortgage Warehouse:

The mortgage warehouse portfolio includes loans in which we purchase mortgage loan ownership interests from unaffiliated mortgage originators that are generally held by us for a period of less than 30-days, typically 5-10 days before they are sold to an approved investor. These loans are consistently underwritten based on standards established by the approved investor. Risks inherent in this portfolio include borrower or mortgage originator fraud.

(Continued)

13.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

SBA – Acquired Loans		The SBA – acquired loans segment consists of partially SBA guaranteed loans that were acquired from Westbound Bank in June 2018. These loans are commercial real estate and commercial and industrial in nature and were underwritten with guidelines that are less conservative than our Company. Risks inherent in this portfolio include increases in interest rates, as most are variable rate loans, generally lower levels of borrower equity, less conservative underwriting guidelines, fluctuations in real estate values and changes in the local and national economy.
SBA – Originated Loans		The SBA – originated loans segment consists of loans that are partially guaranteed by the SBA and were originated and underwritten by Guaranty Bank & Trust loan officers. Risks inherent in this portfolio include increases in interest rates due to variable rate structures, generally lower levels of borrower equity or net worth, fluctuations in real estate values and changes in the local and national economy.

SBA – Paycheck Protection Program Loans		Loans originated under the PPP are 100% government guaranteed by the SBA. As a result, the loans are excluded from the segments above and a minimal reserve estimate was applied to this segment of loans for purposes of calculating the credit loss provision.

In general, the loans in our portfolio have low historical credit losses. The credit quality of loans in our portfolio is impacted by delinquency status and debt service coverage generated by our borrowers’ businesses and fluctuations in the value of real estate collateral. Management considers delinquency status to be the most meaningful indicator of the credit quality of one-to-four single family residential, home equity loans and lines of credit and other consumer loans. In general, these types of loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process we refer to as “seasoning.” As a result, a portfolio of older loans will usually behave more predictably than a portfolio of newer loans. We consider the majority of our consumer type loans to be “seasoned” and that the credit quality and current level of delinquencies and defaults represents the level of reserve needed in the allowance for credit losses. If delinquencies and defaults were to increase, we may be required to increase our provision for credit losses, which would adversely affect our results of operations and financial condition. Delinquency statistics are updated at least monthly.

Internal risk ratings are considered the most meaningful indicator of credit quality for new commercial and industrial, construction, and commercial real estate loans. Internal risk ratings are a key factor that impact management’s estimates of loss factors used in determining the amount of the allowance for credit losses. Internal risk ratings are updated on a continuous basis.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Credit Quality Indicators - The Company monitors the credit quality of the loans in the various segments by identifying and evaluating credit quality indicators specific to each segment class. This information is incorporated into management’s analysis of the adequacy of the allowance for credit losses. Information for the credit quality indicators is updated monthly or quarterly for classified assets and at least annually for the remainder of the portfolio.

The following is a discussion of the primary credit quality indicators most closely monitored for the loan portfolio, by class:

Commercial and industrial:		In assessing risk associated with commercial loans, management considers the business’s cash flow and the value of the underlying collateral to be the primary credit quality indicators.

Construction and development:		In assessing the credit quality of construction loans, management considers the ability of the borrower to make principal and interest payments in the event that he is unable to sell the completed structure to be a primary credit quality indicator. For real estate development loans, management also considers the likelihood of the successful sale of the constructed properties in the development.

Commercial real estate:		Management considers the strength of the borrower’s cash flows, changes in property values and occupancy status to be key credit quality indicators of commercial real estate loans.

(Continued)

14.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)


Farmland:		In assessing risk associated with farmland loans, management considers the borrower’s cash flows and underlying property values to be key credit quality indicators.

Consumer:		Management considers delinquency status to be the primary credit quality indictor of consumer loans. Others include the debt to income ratio of the borrower, the borrower’s credit history, the availability of other credit to the borrower, the borrower’s past-due history, and, if applicable, the value of the underlying collateral to be primary credit quality indicators.

1-4 family residential:		Management considers delinquency status to be the primary credit quality indictor of 1-4 family residential loans. Others include changes in the local economy, changes in property values, and changes in local unemployment rates to be key credit quality indicators of the loans in the 1-4 family residential loan segment.

Multi-family residential:		Management considers changes in the local economy, changes in property values, vacancy rates and changes in local unemployment rates to be key credit quality indicators of the loans in the multifamily loan segment.

Agricultural:		In assessing risk associated with agricultural loans, management considers the borrower’s cash flows, the value of the underlying collateral and sources of secondary repayment to be primary credit quality indicators.

From time to time, we modify our loan agreement with a borrower. A modified loan is considered a troubled debt restructuring when two conditions are met: (i) the borrower is experiencing financial difficulty and (ii) concessions are made by us that would not otherwise be considered for a borrower with similar credit risk characteristics. Modifications to loan terms may include a lower interest rate, a reduction of principal, or a longer term to maturity. We review each troubled debt restructured loan and determine on a case by case basis if the loan can be grouped with its like segment for allowance consideration or whether it should be individually evaluated for a specific allowance for credit loss allocation. If individually evaluated, an allowance for credit loss allocation is based on either the present value of estimated future cash flows or the estimated fair value of the underlying collateral.

In response to the COVID-19 pandemic, the Bank provided financial relief to many of its customers through a 3-month principal and interest payment deferral program or an up to 6-month interest only program. Pursuant to the CARES Act and the April 7, 2020 Interagency guidance, these loan modifications are not considered to be troubled debt restructurings.

Reserve for Unfunded Commitments

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancelable by the Company. The allowance for credit losses on off balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

(Continued)

15.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

NOTE 2 - MARKETABLE SECURITIES

During the first quarter of 2020, the Company transferred all of its investment securities classified as held to maturity to available for sale in order to provide maximum flexibility to address liquidity and capital needs that may result from COVID-19. The Company believes that these transfers are allowable under existing GAAP due to the isolated, non-recurring and unusual events resulting from the pandemic.

The following tables summarize the amortized cost and fair value of securities available for sale as of June 30, 2020, and the amortized cost and fair value of securities held to maturity and available for sale, respectively, as of December 31, 2019 and the corresponding amounts of gross unrealized gains and losses:

June 30, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for sale:
Corporate bonds	$	18,630	$	1,306	$	—	$	19,936
Municipal securities		170,817		10,378		—		181,195
Mortgage-backed securities		89,123		2,699		1		91,821
Collateralized mortgage obligations		80,556		2,876		3		83,429
Total available for sale	$	359,126	$	17,259	$	4	$	376,381

December 31, 2019	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available for sale:
Corporate bonds	$	19,667	$	592	$	—	$	20,259
Municipal securities		16,780		576		8		17,348
Mortgage-backed securities		83,967		550		335		84,182
Collateralized mortgage obligations		89,798		1,146		17		90,927
Total available for sale	$	210,212	$	2,864	$	360	$	212,716

Held to maturity:
Municipal securities	$	138,416	$	4,710	$	3	$	143,123
Mortgage-backed securities		14,365		198		13		14,550
Collateralized mortgage obligations		2,677		110		—		2,787
Total held to maturity	$	155,458	$	5,018	$	16	$	160,460

There is no allowance for credit losses recorded for our available for sale debt securities as of June 30, 2020.

For the year ended December 31, 2019, management evaluated securities for other-than-temporary impairment (“OTTI”) on at least a quarterly basis, and more frequently when economic or market concerns warranted such evaluation. Consideration was given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. The Company did not record any OTTI losses on any of its securities for the year ended December 31, 2019.

(Continued)

16.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

Information pertaining to securities with gross unrealized losses as of June 30, 2020, for which no allowance for credit losses has been recorded, and December 31, 2019, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position is detailed in the following tables:

	Less Than 12 Months					12 Months or Longer					Total
June 30, 2020	Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value
Available for sale:
Mortgage-backed securities	$	(1	)	$	1,760	$	—		$	—	$	(1	)	$	1,760
Collateralized mortgage obligations		—			—		(3	)		1,782		(3	)		1,782
Total available for sale	$	(1	)	$	1,760	$	(3	)	$	1,782	$	(4	)	$	3,542

	Less Than 12 Months					12 Months or Longer					Total
December 31, 2019	Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value
Available for sale:
Municipal securities	$	(8	)	$	1,138	$	—		$	—	$	(8	)	$	1,138
Mortgage-backed securities		(25	)		19,421		(310	)		42,116		(335	)		61,537
Collateralized mortgage obligations		—			—		(17	)		2,594		(17	)		2,594
Total available for sale	$	(33	)	$	20,559	$	(327	)	$	44,710	$	(360	)	$	65,269

Held to maturity:
Municipal securities	$	(1	)	$	1,313	$	(2	)	$	759	$	(3	)	$	2,072
Mortgage-backed securities		—			—		(13	)		7,032		(13	)		7,032
Total held to maturity	$	(1	)	$	1,313	$	(15	)	$	7,791	$	(16	)	$	9,104

There were two investments in an unrealized loss position with no recorded allowance for credit losses at June 30, 2020. The securities in a loss position were composed of collateralized mortgage obligations and mortgage backed securities. Management evaluates available for sale debt securities in an unrealized loss position to determine whether the impairment is due to credit-related factors or noncredit-related factors. With respect to the collateralized mortgage obligations and mortgage-backed securities issued by the U.S. Government and its agencies, the Company has determined that a decline in fair value is not due to credit-related factors. The Company monitors the credit quality of other debt securities through the use of credit ratings and other factors specific to an individual security in assessing whether or not the decline in fair value of municipal or corporate securities, relative to their amortized cost, is due to credit-related factors. Triggers to prompt further investigation of securities when the fair value is less than the amortized cost are when a security has been downgraded and falls below an A credit rating, and the security’s unrealized loss exceeds 20% of its book value. Consideration is given to (1) the extent to which fair value is less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value. Based on evaluation of available evidence, management believes the unrealized loss on the securities as of June 30, 2020 is not credit-related. Management does not have the intent to sell any of these securities and believes that it is more likely than not the Company will not have to sell any such securities before recovery of cost. The fair values are expected to recover as the securities approach their maturity date or repricing date or if market yields for the investments decline.

Mortgage-backed securities and collateralized mortgage obligations are backed by pools of mortgages that are insured or guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association or the Government National Mortgage Association.

(Continued)

17.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

As of June 30, 2020, there were no holdings of securities of any one issuer, other than the collateralized mortgage obligations and mortgage-backed securities issued by the U.S. government and its agencies, in an amount greater than 10% of shareholders’ equity.

Securities with fair values of approximately $306,846 and $278,318 at June 30, 2020 and December 31, 2019, respectively, were pledged to secure public fund deposits and for other purposes as required or permitted by law.

There were no securities sold during the three or six months ended June 30, 2020. The proceeds from sales of available for sale securities and the associated losses are listed below for the:

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Proceeds from sales	$	—	$	3,957	$	—	$	3,957
Gross gains		—		—		—		—
Gross losses		—		22		—		22

The contractual maturities at June 30, 2020 of available for sale securities at carrying value and estimated fair value are shown below. The Company invests in mortgage-backed securities and collateralized mortgage obligations that have expected maturities that differ from their contractual maturities. These differences arise because borrowers and/or issuers may have the right to call or prepay their obligation with or without call or prepayment penalties.

	Available for Sale
June 30, 2020	Amortized Cost		Estimated Fair Value
Due within one year	$	6,235	$	6,280
Due after one year through five years		51,011		53,759
Due after five years through ten years		51,214		54,905
Due after ten years		80,987		86,187
Mortgage-backed securities		89,123		91,821
Collateralized mortgage obligations		80,556		83,429
Total Securities	$	359,126	$	376,381

(Continued)

18.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

NOTE 3 - LOANS AND ALLOWANCE FOR CREDIT LOSSES

The following table summarizes the Company’s loan portfolio by type of loan as of:

	June 30, 2020			December 31, 2019
Commercial and industrial	$	522,248		$	279,583
Real estate:
Construction and development		265,982			280,498
Commercial real estate		606,061			567,360
Farmland		77,625			57,476
1-4 family residential		383,590			412,166
Multi-family residential		29,692			37,379
Consumer		52,986			53,245
Agricultural		18,981			18,359
Overdrafts		275			329
Total loans⁽¹⁾		1,957,440			1,706,395
Net of:
Deferred loan (fees) costs, net		(4,120	)		601
Allowance for credit losses		(34,119	)		(16,202	)
Total net loans⁽¹⁾	$	1,919,201		$	1,690,794

(1) Excludes accrued interest receivable on loans of $8.9 million and $6.4 million as of June 30, 2020 and December 31, 2019, respectively, which is presented on the consolidated balance sheets.

(Continued)

19.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

The Company’s estimate of the allowance for credit losses (“ACL”) reflects losses expected over the remaining contractual life of the assets. The contractual term does not consider extensions, renewals or modifications unless the Company has identified an expected troubled debt restructuring. The following tables present the activity in the ACL by class of loans for the six months ended June 30, 2020, and the activity in the allowance for loan loss by portfolio segment for the year ended December 31, 2019 and for the six months ended June 30, 2019:

For the Six Months Ended June 30, 2020	Commercial and industrial			Construction and development		Commercial real estate		Farmland		1-4 family residential			Multi-family residential			Consumer			Agricultural			Overdrafts			Specific unallocated COVID-19 reserve		Total
Allowance for credit losses:
Beginning balance, prior to adoption of ASC 326	$	2,056		$	2,378	$	6,853	$	570	$	3,125		$	409		$	602		$	197		$	12		$	—	$	16,202
Impact of adopting ASC 326		546			323		2,228		26		1,339			(50	)		72			73			(9	)		—		4,548
Provision for credit losses		1,491			2,193		6,567		654		1,729			245			364			114			60			83		13,500
Loans charged-off		(43	)		—		—		—		(59	)		—			(80	)		(18	)		(83	)		—		(283	)
Recoveries		86			—		—		—		2			—			17			20			27			—		152
Ending balance	$	4,136		$	4,894	$	15,648	$	1,250	$	6,136		$	604		$	975		$	386		$	7		$	83	$	34,119

For the Year Ended December 31, 2019	Commercial and industrial			Construction and development		Commercial real estate		Farmland			1-4 family residential			Multi-family residential			Consumer			Agricultural			Overdrafts			Total
Allowance for loan losses:
Beginning balance	$	1,751		$	1,920	$	6,025	$	643		$	2,868		$	631		$	565		$	238		$	10		$	14,651
Provision for loan losses		(117	)		458		827		(73	)		268			(222	)		(2	)		(41	)		152			1,250
Loans charged-off		(86	)		—		—		—			(14	)		—			(72	)		(89	)		(192	)		(453	)
Recoveries		508			—		1		—			3			—			111			89			42			754
Ending balance	$	2,056		$	2,378	$	6,853	$	570		$	3,125		$	409		$	602		$	197		$	12		$	16,202

For the Six Months Ended June 30, 2019	Commercial and industrial			Construction and development			Commercial real estate		Farmland		1-4 family residential			Multi-family residential		Consumer			Agricultural		Overdrafts			Total
Allowance for loan losses:
Beginning balance	$	1,751		$	1,920		$	6,025	$	643	$	2,868		$	631	$	565		$	238	$	10		$	14,651
Provision for loan losses		297			(45	)		747		15		61			45		(410	)		375		65			1,150
Loans charged-off		(49	)		—			—		—		(6	)		—		(18	)		—		(92	)		(165	)
Recoveries		12			—			1		—		3			—		67			—		24			107
Ending balance	$	2,011		$	1,875		$	6,773	$	658	$	2,926		$	676	$	204		$	613	$	7		$	15,743

(Continued)

20.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

The ACL as of June 30, 2020 was estimated using the current expected credit loss model. The primary reasons for the increase in required ACL were largely from additional qualitative factors, primarily derived from changes in national GDP, Texas unemployment rates and national industry related CRE trends, all of which are impacted by the effects of COVID-19.

The Company uses the weighted-average remaining maturity (WARM) method as the basis for the estimation of expected credit losses. The WARM method uses a historical average annual charge-off rate containing loss content over a historical lookback period and is used as a foundation for estimating the credit loss reserve for the remaining outstanding balances of loans in a segment at the balance sheet date. The average annual charge-off rate is applied to the contractual term, further adjusted for estimated prepayments, to determine the unadjusted historical charge-off rate. The calculation of the unadjusted historical charge-off rate is then adjusted, using qualitative factors, for current conditions and for reasonable and supportable forecast periods. Qualitative loss factors are based on the Company’s judgement of company, market, industry or business specific data, differences in loan-specific risk characteristics such as underwriting standards, portfolio mix, risk grades, delinquency level, or term. These qualitative factors serve to compensate for additional areas of uncertainty inherent in the portfolio that are not reflected in our historic loss factors. Additionally, we have adjusted for changes in expected environmental and economic conditions, such as changes in unemployment rates, property values, and other relevant factors over the next 12 to 24 months. Management adjusted the historical loss experience for these expectations. No reversion adjustments were necessary, as the starting point for the Company’s estimate was a cumulative loss rate covering the expected contractual term of the portfolio.

The ACL is measured on a collective segment basis when similar risk characteristics exist. Our loan portfolio is segmented first by regulatory call report code, and second, by internally identified risk grades for our commercial loan segments and by delinquency status for our consumer loan segments. We also have separate segments for our warehouse lines of credit, for our internally originated SBA loans and for our SBA loans acquired from Westbound Bank. Consistent forecasts of the loss drivers are used across the loan segments. For loans that do not share general risk characteristics with segments, we estimate a specific reserve on an individual basis. A reserve is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan's initial effective interest rate or the fair value of collateral for collateral-dependent loans.

Assets are graded “pass” when the relationship exhibits acceptable credit risk and indicates repayment ability, tolerable collateral coverage and reasonable performance history. Lending relationships exhibiting potentially significant credit risk and marginal repayment ability and/or asset protection are graded “special mention.” Assets classified as “substandard” are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness that jeopardizes the liquidation of the debt. Substandard graded loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Assets graded “doubtful” are substandard graded loans that have added characteristics that make collection or liquidation in full improbable. Loans that are on nonaccrual status are generally classified as substandard.

In general, the loans in our portfolio have low historical credit losses. The Company closely monitors economic conditions and loan performance trends to manage and evaluate the exposure to credit risk. Key factors tracked by the Company and utilized in evaluating the credit quality of the loan portfolio include trends in delinquency ratios, the level of nonperforming assets, borrower’s repayment capacity, and collateral coverage.

(Continued)

21.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

The following table summarizes the credit exposure in the Company’s loan portfolio, by year of origination, as of June 30, 2020:

June 30, 2020	2020		2019		2018			2017		2016		Prior		Revolving Loans Amortized Cost		Total
Commercial and industrial:
Risk rating
Pass	$	342,132	$	39,539	$	19,145		$	11,883	$	9,506	$	18,739	$	75,191	$	516,135
Special mention		—		—		—			—		—		488		5,249		5,737
Substandard		—		—		216			17		57		—		—		290
Nonaccrual		—		35		51			—		—		—		—		86
Total commercial and industrial loans	$	342,132	$	39,574	$	19,412		$	11,900	$	9,563	$	19,227	$	80,440	$	522,248

Charge-offs	$	—	$	—	$	(43	)	$	—	$	—	$	—	$	—	$	(43	)
Recoveries		—		—		43			—		—		14		29		86
Current period net	$	—	$	—	$	—		$	—	$	—	$	14	$	29	$	43

Construction and development:
Risk rating
Pass	$	60,411	$	106,373	$	35,101		$	27,185	$	9,085	$	10,871	$	9,316	$	258,342
Special mention		209		2,247		—			1,001		—		—		—		3,457
Substandard		2,907		600		6			—		670		—		—		4,183
Nonaccrual		—		—		—			—		—		—		—		—
Total construction and development loans	$	63,527	$	109,220	$	35,107		$	28,186	$	9,755	$	10,871	$	9,316	$	265,982

Charge-offs	$	—	$	—	$	—		$	—	$	—	$	—	$	—	$	—
Recoveries		—		—		—			—		—		—		—		—
Current period net	$	—	$	—	$	—		$	—	$	—	$	—	$	—	$	—

Commercial real estate:
Risk rating
Pass	$	41,486	$	108,723	$	106,164		$	73,624	$	88,076	$	129,566	$	10,466	$	558,105
Special mention		—		1,643		1,593			7,374		9,597		4,732		—		24,939
Substandard		—		—		1,999			438		—		9,313		—		11,750
Nonaccrual		—		1,191		157			4,128		4,751		1,040		—		11,267
Total commercial real estate loans	$	41,486	$	111,557	$	109,913		$	85,564	$	102,424	$	144,651	$	10,466	$	606,061

Charge-offs	$	—	$	—	$	—		$	—	$	—	$	—	$	—	$	—
Recoveries		—		—		—			—		—		—		—		—
Current period net	$	—	$	—	$	—		$	—	$	—	$	—	$	—	$	—

Farmland:
Risk rating
Pass	$	6,563	$	13,815	$	12,889		$	7,919	$	11,479	$	18,258	$	6,227	$	77,150
Special mention		—		—		—			—		—		39		—		39
Substandard		—		—		—			—		—		139		—		139
Nonaccrual		—		—		177			—		—		120		—		297
Total farmland loans	$	6,563	$	13,815	$	13,066		$	7,919	$	11,479	$	18,556	$	6,227	$	77,625

Charge-offs	$	—	$	—	$	—		$	—	$	—	$	—	$	—	$	—
Recoveries		—		—		—			—		—		—		—		—
Current period net	$	—	$	—	$	—		$	—	$	—	$	—	$	—	$	—

(Continued)

22.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

June 30, 2020	2020			2019			2018			2017			2016		Prior			Revolving Loans Amortized Cost		Total
1-4 family residential:
Risk rating
Pass	$	33,776		$	68,348		$	60,360		$	42,784		$	51,232	$	113,953		$	10,532	$	380,985
Special mention		—			—			—			—			—		54			—		54
Substandard		—			—			—			—			—		—			—		—
Nonaccrual		—			—			341			443			211		1,556			—		2,551
Total 1-4 family residential loans	$	33,776		$	68,348		$	60,701		$	43,227		$	51,443	$	115,563		$	10,532	$	383,590

Charge-offs	$	—		$	—		$	—		$	—		$	—	$	(59	)	$	—	$	(59	)
Recoveries		—			—			—			—			—		2			—		2
Current period net	$	—		$	—		$	—		$	—		$	—	$	(57	)	$	—	$	(57	)

Multi-family residential:
Risk rating
Pass	$	1,891		$	4,540		$	13,543		$	1,464		$	1,779	$	5,868		$	607	$	29,692
Special mention		—			—			—			—			—		—			—		—
Substandard		—			—			—			—			—		—			—		—
Nonaccrual		—			—			—			—			—		—			—		—
Total multi-family residential loans	$	1,891		$	4,540		$	13,543		$	1,464		$	1,779	$	5,868		$	607	$	29,692

Charge-offs	$	—		$	—		$	—		$	—		$	—	$	—		$	—	$	—
Recoveries		—			—			—			—			—		—			—		—
Current period net	$	—		$	—		$	—		$	—		$	—	$	—		$	—	$	—

Consumer and overdrafts:
Risk rating
Pass	$	14,736		$	17,510		$	12,848		$	2,928		$	1,115	$	719		$	3,112	$	52,968
Special mention		12			9			43			—			6		—			—		70
Substandard		—			—			—			—			—		—			—		—
Nonaccrual		—			65			134			20			3		1			—		223
Total consumer loans and overdrafts	$	14,748		$	17,584		$	13,025		$	2,948		$	1,124	$	720		$	3,112	$	53,261

Charge-offs	$	(83	)	$	(24	)	$	(18	)	$	(38	)	$	—	$	—		$	—	$	(163	)
Recoveries		27			1			3			7			2		4			—		44
Current period net	$	(56	)	$	(23	)	$	(15	)	$	(31	)	$	2	$	4		$	—	$	(119	)

Agricultural:
Risk rating
Pass	$	2,366		$	2,423		$	2,944		$	896		$	383	$	305		$	9,425	$	18,742
Special mention		—			—			—			56			—		—			—		56
Substandard		—			—			10			—			117		—			—		127
Nonaccrual		—			21			30			—			—		5			—		56
Total agricultural loans	$	2,366		$	2,444		$	2,984		$	952		$	500	$	310		$	9,425	$	18,981

Charge-offs	$	—		$	—		$	(18	)	$	—		$	—	$	—		$	—	$	(18	)
Recoveries		—			—			—			—			20		—			—		20
Current period net	$	—		$	—		$	(18	)	$	—		$	20	$	—		$	—	$	2

Total loans	$	506,489		$	367,082		$	267,751		$	182,160		$	188,067	$	315,766		$	130,125	$	1,957,440

Charge-offs	$	(83	)	$	(24	)	$	(79	)	$	(38	)	$	—	$	(59	)	$	—	$	(283	)
Recoveries		27			1			46			7			22		20			29		152
Total current period net charge-offs	$	(56	)	$	(23	)	$	(33	)	$	(31	)	$	22	$	(39	)	$	29	$	(131	)

(Continued)

23.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

The following table summarizes the credit exposure in the Company’s loan portfolio by class as of December 31, 2019:

December 31, 2019	Commercial and industrial		Construction and development		Commercial real estate		Farmland		1-4 family residential		Multi-family residential		Consumer and Overdrafts		Agricultural		Total
Grade:
Pass	$	279,217	$	278,679	$	548,662	$	57,152	$	409,896	$	37,379	$	53,327	$	18,101	$	1,682,413
Special mention		153		600		1,071		91		1,425		—		192		126		3,658
Substandard		213		1,219		17,627		233		845		—		55		132		20,324
Total	$	279,583	$	280,498	$	567,360	$	57,476	$	412,166	$	37,379	$	53,574	$	18,359	$	1,706,395

There were no loans classified in the “doubtful” or “loss” risk rating categories as of June 30, 2020 and December 31, 2019.

The following table presents the amortized cost basis of individually evaluated collateral-dependent loans by class of loans, and their impact on ACL, as of June 30, 2020:

	Real Estate		Non-RE		Total		Allowance for Credit Losses Allocation
Commercial and industrial	$	134	$	—	$	134	$	37
Real estate:
Construction and development		600		—		600		175
Commercial real estate		9,692		—		9,692		1,688
Farmland		—		—		—		—
1-4 family residential		—		—		—		—
Multi-family residential		—		—		—		—
Consumer		—		—		—		—
Agricultural		—		—		—		—
Overdrafts		—		—		—		—
Total	$	10,426	$	—	$	10,426	$	1,900

The following tables summarize the payment status of loans in the Company’s total loan portfolio, including an aging of delinquent loans and loans 90 days or more past due continuing to accrue interest as of:

June 30, 2020	30 to 59 Days Past Due		60 to 89 Days Past Due		90 Days and Greater Past Due		Total Past Due		Current		Total Loans		Recorded Investment > 90 Days and Accruing
Commercial and industrial	$	102	$	11	$	7	$	120	$	522,128	$	522,248	$	—
Real estate:
Construction and development		398		7		—		405		265,577		265,982		—
Commercial real estate		301		—		8,713		9,014		597,047		606,061		—
Farmland		4		—		—		4		77,621		77,625		—
1-4 family residential		2,212		154		307		2,673		380,917		383,590		—
Multi-family residential		—		—		—		—		29,692		29,692		—
Consumer		189		77		62		328		52,658		52,986		—
Agricultural		35		7		6		48		18,933		18,981		—
Overdrafts		—		—		—		—		275		275		—
Total	$	3,241	$	256	$	9,095	$	12,592	$	1,944,848	$	1,957,440	$	—

(Continued)

24.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

December 31, 2019	30 to 59 Days Past Due		60 to 89 Days Past Due		90 Days and Greater Past Due		Total Past Due		Current		Total Loans		Recorded Investment > 90 Days and Accruing
Commercial and industrial	$	321	$	53	$	15	$	389	$	279,194	$	279,583	$	—
Real estate:
Construction and development		161		—		—		161		280,337		280,498		—
Commercial real estate		1,181		49		882		2,112		565,248		567,360		—
Farmland		103		—		—		103		57,373		57,476		—
1-4 family residential		2,514		1,433		845		4,792		407,374		412,166		—
Multi-family residential		—		—		—		—		37,379		37,379		—
Consumer		373		152		96		621		52,624		53,245		—
Agricultural		51		67		—		118		18,241		18,359		—
Overdrafts		—		—		—		—		329		329		—
Total	$	4,704	$	1,754	$	1,838	$	8,296	$	1,698,099	$	1,706,395	$	—

Troubled Debt Restructurings

A troubled debt restructuring (“TDR”) is a restructuring in which a bank, for economic or legal reasons related to a borrower's financial difficulties, grants a concession to the borrower that it would not otherwise consider.

The outstanding balances of TDRs are shown below:

	June 30, 2020		December 31, 2019
Nonaccrual TDRs	$	95	$	101
Performing TDRs		7,216		7,240
Total	$	7,311	$	7,341
Specific reserves on TDRs	$	—	$	164

There were no loans modified as TDRs that occurred during the six months ended June 30, 2020.

The following table presents loans by class, modified as TDRs that occurred during the year ended December 31, 2019:

Year Ended December 31, 2019	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings:
Commercial real estate		4	$	1,680	$	1,515
Total		4	$	1,680	$	1,515

There were two TDRs that subsequently defaulted during 2019 and remained on nonaccrual status as of December 31, 2019. The TDRs described above did not increase the allowance for loan losses and resulted in no charge-offs during the year ended December 31, 2019.

(Continued)

25.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

The following table presents loans by class, modified as TDRs that occurred during the six months ended June 30, 2019:

Six Months Ended June 30, 2019	Number of Contracts		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Troubled Debt Restructurings:
Commercial real estate		4	$	1,680	$	1,515
Total		4	$	1,680	$	1,515

There were no TDRs that subsequently defaulted through June 30, 2019.

The following table presents loans individually and collectively evaluated for impairment, and the respective allowance for loan losses as of December 31, 2019, as determined in accordance with ASC 310 prior to the adoption of ASC 326. A loan was considered impaired when, based on current information and events, it was probable that the Company would be unable to collect all amounts due from the borrower in accordance with original contractual terms of the loan. Loans with insignificant delays or insignificant short falls in the amount payments expected to be collected were not considered to be impaired. Loans defined as individually impaired included larger balance non-performing loans and TDRs.

December 31, 2019	Unpaid Principal Balance		Recorded Investment		Related Allowance		Average Recorded Investment
With no related allowance recorded:
Commercial and industrial	$	289	$	289	$	—	$	312
Real estate:
Construction and development		1,212		1,212		—		1,259
Commercial real estate		4,612		4,612		—		4,244
Farmland		—		—		—		—
1-4 family residential		2,498		2,498		—		1,798
Multi-family residential		—		—		—		—
Consumer		—		—		—		—
Agricultural		62		62		—		190
Subtotal		8,673		8,673		—		7,803
With allowance recorded:
Commercial and industrial		—		—		—		61
Real estate:
Construction and development		—		—		—		-
Commercial real estate		12,871		12,871		1,587		9,111
Farmland		133		133		62		135
1-4 family residential		—		—		—		78
Multi-family residential		—		—		—		—
Consumer		—		—		—		—
Agricultural		—		—		—		—
Subtotal		13,004		13,004		1,649		9,385
Total	$	21,677	$	21,677	$	1,649	$	17,188

(Continued)

26.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

NOTE 4 - SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE AND OTHER DEBT

At June 30, 2020 and December 31, 2019, securities sold under agreements to repurchase totaled $17,414 and $11,100, respectively.

The Company has an unsecured $25,000 revolving line of credit, which had a $2,000 outstanding balance at June 30, 2020, bears interest at the greater of: the prime rate, which was 3.25% at June 30, 2020, or the rate floor of 3.50%, with interest payable quarterly, and matures in March 2021.

Federal Home Loan Bank (FHLB) advances, as of June 30, 2020, were as follows:

Fixed rate advances, with monthly interest payments, principal due in:

Year	Current Weighted Average Rate			Principal Due
2020		0.31	%	$	91,500
2021		1.87	%		1,500
2022		1.99	%		1,500
2023		—			—
2024		1.76	%		6,000
					100,500

Fixed rate advances, with monthly principal and interest payments, principal due in:

Year	Current Weighted Average Rate			Principal Due
2020		1.38	%		9
2021		1.38	%		101
				$	100,610

NOTE 5 - SUBORDINATED DEBENTURES

Subordinated debentures are made up of the following as of:

	June 30, 2020		December 31, 2019
Trust II Debentures	$	3,093	$	3,093
Trust III Debentures		2,062		2,062
DCB Trust I Debentures		5,155		5,155
Other debentures		10,000		500
	$	20,310	$	10,810

The Company has three trusts, Guaranty (TX) Capital Trust II (“Trust II”), Guaranty (TX) Capital Trust III (“Trust III”), and DCB Financial Trust I (“DCB Trust I”) (“Trust II”, “Trust III” and together with “DCB Trust I,” the “Trusts”). Upon formation, the Trusts issued pass-through securities (“TruPS”) with a liquidation value of $1,000 per share to third parties in private placements. Concurrently with the issuance of the TruPS, the Trusts issued common securities to the Company. The Trusts invested the proceeds of the sales of securities to the Company (“Debentures”). The Debentures mature approximately 30 years after the formation date, which may be shortened if certain conditions are met (including the Company having received prior approval of the Federal Reserve and any other required regulatory approvals).

(Continued)

27.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

	Trust II		Trust III		DCB Trust I
Formation date	October 30, 2002		July 25, 2006		March 29, 2007
Capital trust pass-through securities
Number of shares		3,000		2,000		5,000
Original liquidation value	$	3,000	$	2,000	$	5,000
Common securities liquidation value		93		62		155

The securities held by the Trusts qualify as Tier 1 capital for the Company under Federal Reserve Board guidelines. The Federal Reserve’s guidelines restrict core capital elements (including trust preferred securities and qualifying perpetual preferred stock) to 25% of all core capital elements, net of goodwill less any associated deferred tax liability. Because the Company’s aggregate amount of trust preferred securities is less than the limit of 25% of Tier 1 capital, net of goodwill, the full amount is includable in Tier 1 capital at June 30, 2020 and December 31, 2019. Additionally, the terms provide that trust preferred securities would no longer qualify for Tier 1 capital within five years of their maturity, but would be included as Tier 2 capital. However, the trust preferred securities would be amortized out of Tier 2 capital by one-fifth each year and excluded from Tier 2 capital completely during the year prior to maturity of the junior subordinated debentures.

With certain exceptions, the amount of the principal and any accrued and unpaid interest on the Debentures are subordinated in right of payment to the prior payment in full of all senior indebtedness of the Company. Interest on the Debentures is payable quarterly. The interest is deferrable on a cumulative basis for up to five consecutive years following a suspension of dividend payments on all other capital stock. No principal payments are due until maturity for each of the Debentures.

Trust II Debentures

Trust III Debentures

DCB Trust I

Debentures

Original amount

3,093

2,062

5,155

Maturity date

October 30, 2032

October 1, 2036

June 15, 2037

Interest due

Quarterly

In accordance with ASC 810, "Consolidation," the junior subordinated debentures issued by the Company to the subsidiary trusts are shown as liabilities in the consolidated balance sheets and interest expense associated with the junior subordinated debentures is shown in the consolidated statements of earnings.

Trust II Debentures

Interest is payable at a variable rate per annum, reset quarterly, equal to 3 month LIBOR plus 3.35%.

On any interest payment date on or after October 30, 2012 and prior to maturity date, the debentures are redeemable for cash at the option of the Company, on at least 30, but not more than 60 days’ notice, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption.

Trust III Debentures

Interest is payable at a variable rate per annum, reset quarterly, equal to 3 month LIBOR plus 1.67%.

On any interest payment date on or after October 1, 2016 and prior to maturity date, the debentures are redeemable for cash at the option of the Company, on at least 30, but not more than 60 days’ notice, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption.

DCB Trust I Debentures

Interest is payable at a variable rate per annum, reset quarterly, equal to 3 month LIBOR plus 1.80%.

On any interest payment date on or after June 15, 2012 and prior to maturity date, the debentures are redeemable for cash at the option of the Company, on at least 30, but not more than 60 days’ notice, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption.

(Continued)

28.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

Other Debentures

In December 2015, the Company issued $5,000 in debentures, of which $2,500 were issued to directors and other related parties. In May 2017, $2,000 of the related party debentures were repaid with a portion of the proceeds of Guaranty’s initial public offering. A further $1,000 of other debentures matured and were paid off in full in July of 2018 and another $1,000 and $500 of debentures matured and were paid off in full in July and December of 2019, respectively. The remaining $500 debenture was paid off during the second quarter of 2020.

In May 2020, the Company issued $10,000 in debentures to directors and other related parties. The debentures were issued at a par value of $500 each with fixed annual rates between 1.00% and 4.00% and maturity dates between November 1, 2020 and November 1, 2024. At the Company’s option, and with 30 days advanced notice to the holder, the entire principal amount and all accrued interest may be paid to the holder on or before the due date of any debenture. The redemption price is equal to 100% of the face amount of the debenture redeemed, plus all accrued interest.

The scheduled principal payments and weighted average rates of other debentures are as follows:

	Current Weighted Average Rate			Principal Due
2020		1.00	%	$	500
2021		—			—
2022		2.45	%		2,000
2023		2.85	%		3,500
2024		3.74	%		4,000
				$	10,000

NOTE 6 – EQUITY AWARDS

The Company’s 2015 Equity Incentive Plan (the “Plan”) was adopted by the Company and approved by its shareholders in April 2015. The maximum number of shares of common stock that may be issued pursuant to stock-based awards under the Plan equals 1,000,000 shares, all of which may be subject to incentive stock option treatment. Option awards are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant; those option awards have vesting periods ranging from 5 to 10 years and have 10-year contractual terms. Restricted stock awards vest under the period of restriction specified within their respective award agreements as determined by the Company. Forfeitures are recognized as they occur, subject to a 90-day grace period for vested options.

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock and similar peer group averages. The Company uses historical data to estimate option exercise and post-vesting termination behavior. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes in to account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on U.S. Treasury yield curve in effect at the time of the grant.

(Continued)

29.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

A summary of stock option activity in the Plan during the six months ended June 30, 2020 and 2019 follows:

Six Months Ended June 30, 2020	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding at beginning of year		508,000		$	26.68		6.24	$	3,159
Granted		35,000			27.64		9.72		41
Exercised		(3,000	)		24.00		2.29		6
Forfeited		(28,200	)		31.93		8.16		—
Balance, June 30, 2020		511,800		$	26.47		5.90	$	607

Exercisable at end of period		284,620		$	25.28		4.88	$	438

Six Months Ended June 30, 2019	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding at beginning of year		537,872		$	26.49		6.96	$	2,088
Granted		23,000			29.77		9.69		32
Exercised		(19,172	)		25.08		5.90		116
Forfeited		(17,400	)		28.73		8.21		52
Balance, June 30, 2019		524,300		$	26.61		6.57	$	2,506

Exercisable at end of period		224,080		$	24.90		5.48	$	1,419

A summary of nonvested stock option activity in the Plan during the six months ended June 30, 2020 and 2019 follows:

Six Months Ended June 30, 2020	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding at beginning of year		251,120		$	28.18		7.31	$	1,188
Granted		35,000			27.64		9.72		41
Vested		(35,740	)		26.74		6.51		36
Forfeited		(23,200	)		31.93		8.16		—
Balance, June 30, 2020		227,180		$	27.96		7.17	$	170

Six Months Ended June 30, 2019	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life in Years		Aggregate Intrinsic Value
Outstanding at beginning of year		331,560		$	27.74		7.77	$	975
Granted		23,000			29.77		9.69		32
Vested		(37,940	)		27.28		7.54		163
Forfeited		(16,400	)		30.49		8.71		52
Balance, June 30, 2019		300,220		$	27.89		7.38	$	1,087

(Continued)

30.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

Information related to stock options in the Plan is as follows for the six months ended:

	June 30, 2020		June 30, 2019
Intrinsic value of options exercised	$	6	$	116
Cash received from options exercised		72		481
Weighted average fair value of options granted		4.13		5.18

Restricted Stock Awards and Units

A summary of restricted stock activity in the Plan during the six months ended June 30, 2020 and 2019 follows:

Six Months Ended June 30, 2020	Number of Shares			Weighted-Average Grant Date Fair Value
Outstanding at beginning of year		31,459		$	30.29
Granted		—			—
Vested		(10,100	)		30.25
Forfeited		—			—
Balance, June 30, 2020		21,359		$	30.31

Six Months Ended June 30, 2019	Number of Shares			Weighted-Average Grant Date Fair Value
Outstanding at beginning of year		2,398		$	31.57
Granted		30,500			30.25
Vested		(959	)		—
Forfeited		—			—
Balance, June 30, 2019		31,939		$	29.43

Restricted stock granted to employees typically vests over five years, but vesting periods may vary. Compensation expense for these grants will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date.

As of June 30, 2020, there was $1,817 of total unrecognized compensation expense related to unvested stock options granted under the Plan. The expense is expected to be recognized over a weighted-average period of 3.34 years.

The Company granted options under the Plan during the first six months of 2020 and 2019. Expense of $312 and $314 was recorded during the six months ended June 30, 2020 and 2019, respectively, which represents the fair value of shares vested during those periods.

(Continued)

31.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

NOTE 7 - EMPLOYEE BENEFITS

KSOP

The Company maintains an Employee Stock Ownership Plan containing Section 401(k) provisions covering substantially all employees (“KSOP”). The plan provides for a matching contribution of up to 5% of a participant’s qualified compensation starting January 1, 2016. Guaranty’s total contributions accrued or paid during the six months ended June 30, 2020 and 2019 totaled $692 and $634, respectively.

Upon separation from service or other distributable event, a participant’s account under the KSOP may be distributed in kind in the form of the GNTY common shares allocated to his or her account (with the balance payable in cash), or the entire account can be liquidated and distributed in cash.

As of June 30, 2020 and December 31, 2019, the number of shares held by the KSOP were 1,249,209 and 1,224,697, respectively. There were no unallocated shares to plan participants as of June 30, 2020 or as of December 31, 2019. All shares held by the KSOP were treated as outstanding at each of the respective period ends.

Executive Incentive Retirement Plan

The Company established a non-qualified, non-contributory executive incentive retirement plan covering a selected group of key personnel to provide benefits equal to amounts computed under an “award criteria” at various targeted salary levels as adjusted for annual earnings performance of the Company. The plan is non-funded.

In connection with the Executive Incentive Retirement Plan, the Company has purchased life insurance policies on the respective officers. The cash surrender value of life insurance policies held by the Company totaled $34,920 and $34,495 as of June 30, 2020 and December 31, 2019, respectively.

Expense related to these plans totaled $400 and $409 for the six months ended June 30, 2020 and 2019, respectively, and $602 for the year ended December 31, 2019. This expense is included in employee compensation and benefits on the Company’s consolidated statements of earnings. The recorded liability totaled approximately $4,398 and $4,081 as of June 30, 2020 and December 31, 2019, respectively and is included in accrued interest and other liabilities on the Company’s consolidated balance sheets.

Bonus Plan

The Company has a bonus plan that rewards officers and employees based on performance of individual business units of the Company. Earnings and growth performance goals for each business unit and for the Company as a whole are established at the beginning of the calendar year and approved annually by Guaranty’s board of directors. The bonus plan provides for a predetermined bonus amount to be contributed to the employee bonus pool based on (i) earnings target and growth for individual business units and (ii) achieving certain pre-tax return on average equity and pre-tax return on average asset levels for the Company as a whole. These bonus amounts are established annually by Guaranty’s board of directors. The bonus expense under this plan for the six months ended June 30, 2020 and 2019 totaled $728 and $1,550, respectively. This expense is included in employee compensation and benefits on the consolidated statements of earnings.

NOTE 8 – LEASES

The Company has operating leases for bank locations, ATMs, corporate offices, and certain other arrangements, which have remaining lease terms of 1 year to 15 years. Some of the Company’s operating leases include options to extend the leases for up to 7 years.

Operating leases in which we are the lessee must be recorded as right-of-use assets with corresponding lease liabilities. The right-of-use asset represents our right to utilize the underlying asset during the lease term, while the lease liability represents the present value of the obligation of the Company to make periodic lease payments over the life of the lease. The associated operating lease costs are comprised of the amortization of the right-of-use asset and the implicit interest accreted on the lease liability, which is recognized on a straight-line basis over the life of the lease. As of June 30, 2020, operating lease right-of-use assets were $11,349 and liabilities were $11,549 and were included within the accompanying consolidated balance sheets as components of other assets and other liabilities, respectively.

(Continued)

32.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

Operating lease expense for operating leases accounted for under ASC 842 for the six months ended June 30, 2020 and 2019 was approximately $921 and $854, respectively, and is included as a component of occupancy expenses within the accompanying consolidated statements of earnings.

The table below summarizes other information related to our operating leases as of:

	June 30, 2020			December 31, 2019
Operating leases
Operating lease right-of-use assets	$	11,349		$	11,554
Operating lease liabilities		11,549			11,675

Weighted average remaining lease term
Operating leases	9 years			10 years
Weighted average discount rate
Operating leases		2.59	%		2.69	%

The Company leases some of its banking facilities under non-cancelable operating leases expiring in various years through 2024 and thereafter. Minimum future lease payments under these non-cancelable operating leases in excess of one year as of June 30, 2020, are as follows:

Year Ended December 31,	Amount
2020	$	900
2021		1,567
2022		1,409
2023		1,374
2024		1,373
Thereafter		6,467
Total lease payments		13,090
Less: interest		(1,541	)
Present value of lease liabilities	$	11,549

NOTE 9 - INCOME TAXES

Income tax expense was as follows for:

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Income tax (benefit) expense for the period	$	(190	)	$	1,384		$	1,255		$	2,571
Effective tax rate		-21.47	%		18.63	%		14.58	%		18.43	%

The effective tax rates differ from the statutory federal tax rate of 21% for the three and six months ended June 30, 2020 and 2019, largely due to tax exempt interest income earned on certain investment securities and loans and the nontaxable earnings on bank owned life insurance.

NOTE 10 - DERIVATIVE FINANCIAL INSTRUMENTS

The Company utilizes certain derivative financial instruments. Stand-alone derivative financial instruments such as interest rate swaps, are used to economically hedge interest rate risk related to the Company’s liabilities. These derivative instruments involve both credit and market risk. The notional amounts are amounts on which calculations, payments, and the value of the derivative are based. Notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any. Such difference, which represents the fair value of the derivative instruments, is reflected on the Company’s consolidated balance sheets in other liabilities.

(Continued)

33.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

The Company is exposed to credit related losses in the event of nonperformance by the counterparties to those agreements. The Company controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures, and does not expect any counterparties to fail to perform their respective obligations.

The Company entered into interest rate swaps to receive payments at a fixed rate in exchange for paying a floating rate on the debentures discussed in Note 5. Management believes that entering into the interest rate swaps exposed the Company to variability in their fair value due to changes in the level of interest rates. It is the Company’s objective to hedge the change in fair value of floating rate debentures at coverage levels that are appropriate, given anticipated or existing interest rate levels and other market considerations, as well as the relationship of change in this liability to other liabilities of the Company.

The Company also entered into interest rate swaps to receive payments at a floating rate in exchange for paying a fixed rate, the objective of which is to reduce the overall cost of short-term 3-month FHLB advances that will be renewed consistent with the reset terms on the interest rate swap and that are included in the amounts in Note 4.

Interest rate swaps with notional amounts totaling $5,000 as of June 30, 2020 and December 31, 2019, were designated as cash flow hedges of the debentures and $40,000 as of June 30, 2020 were designated as cash flow hedges of the FHLB advances. The cash flow hedges were determined to be fully effective during all periods presented. As such, no amount of ineffectiveness has been included in net earnings.

Therefore, the aggregate fair value of the swaps is recorded in accrued interest and other liabilities within the Company’s consolidated balance sheets with changes in fair value recorded in other comprehensive income. The amount included in accumulated other comprehensive income would be reclassified to current earnings should the hedges no longer be considered effective. The Company expects the hedges to remain fully effective during the remaining terms of the swaps.

The information pertaining to outstanding interest rate swap agreements used to hedge floating rate debentures and FHLB advances was as follows as of:

June 30, 2020
Notional Amount		Pay Rate			Receive Rate	Effective Date	Maturity in Years		Unrealized Losses
$	2,000		5.979	%	3 month LIBOR plus 1.67%	10/1/2016		5.75	$	460
$	3,000		7.505	%	3 month LIBOR plus 3.35%	10/30/2012		2.33	$	278
$	15,000		0.668	%	3 month LIBOR	3/18/2020		2.72	$	182
$	15,000		0.790	%	3 month LIBOR	3/18/2020		4.72	$	352
$	10,000		0.530	%	3 month LIBOR	3/23/2020		2.73	$	83

December 31, 2019
Notional Amount		Pay Rate			Receive Rate	Effective Date	Maturity in Years		Unrealized Losses
$	2,000		5.979	%	3 month LIBOR plus 1.67%	10/1/2016		6.25	$	314
$	3,000		7.505	%	3 month LIBOR plus 3.35%	10/30/2012		2.83	$	212

Interest expense recorded on these swap transactions totaled $276 and $339 during the six months ended June 30, 2020 and 2019, respectively. This expense is reported as a component of interest expense on the debentures and the FHLB advances and federal funds purchased. At June 30, 2020, the Company expected none of the unrealized loss to be reclassified as a reduction of interest expense during the remainder of 2020.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company enters into various transactions, which, in accordance with GAAP, are not included in its consolidated balance sheets. These transactions are referred to as “off-balance sheet commitments.” The Company enters into these transactions to meet the financing needs of its customers. These transactions include commitments to extend credit and letters of credit, which involve elements of credit risk in excess of the amounts recognized in the consolidated balance sheets. The Company minimizes its exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures.

(Continued)

34.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

The Company enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Customers use credit commitments to ensure that funds will be available for working capital purposes, for capital expenditures and to ensure access to funds at specified terms and conditions. Substantially all of the Company’s commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. Management considers the likelihood of commitments and letters of credit to be funded, along with credit related conditions present in the loan agreements when estimating an ACL for off-balance sheet commitments. Loan agreements executed in connection with construction loans and commercial lines of credit have standard conditions which must be met prior to the Company being required to provide additional funding, including conditions precedent that typically include: (i) no event of default or potential default has occurred; (ii) that no material adverse events have taken place that would materially affect the borrower or the value of the collateral, (iii) that the borrower remains in compliance with all loan obligations and covenants and has made no misrepresentations; (iv) that the collateral has not been damaged or impaired; (v) that the project remains on budget and in compliance with all laws and regulations; and (vi) that all management agreements, lease agreements and franchise agreements that affect the value of the collateral remain in force. If the conditions precedent have not been met, the Company retains the option to cease current draws and/or future funding. As a result of these conditions within our loan agreements, management has determined that credit risk is minimal and there is no recorded ACL as of June 30, 2020 and December 31, 2019.

Letters of credit are written conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The Company’s policies generally require that letters of credit arrangements contain security and debt covenants similar to those contained in loan agreements. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount shown in the table below. If the commitment were funded, the Company would be entitled to seek recovery from the customer. As of June 30, 2020 and December 31, 2019, no amounts have been recorded as liabilities for the Bank’s potential obligations under these guarantees.

Commitments and letters of credit outstanding were as follows as of:

	Contract or Notional Amount
	June 30, 2020		December 31, 2019
Commitments to extend credit	$	286,986	$	440,685
Letters of credit		8,373		9,054

Litigation

The Company is involved in certain claims and lawsuits occurring in the normal course of business. Management, after consultation with legal counsel, does not believe that the outcome of these actions, if determined adversely, would have a material impact on the consolidated financial statements of the Company.

FHLB Letters of Credit

At June 30, 2020, the Company had letters of credit of $6,800 pledged to secure public deposits, repurchase agreements, and for other purposes required or permitted by law.

NOTE 12 - REGULATORY MATTERS

The Company on a consolidated basis and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off balance sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

The Basel III Capital Rules, a comprehensive capital framework for U.S. banking organizations, became effective for the Company and Bank on January 1, 2015, with certain transition provisions that were fully phased in on January 1, 2019. Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the maintenance of

(Continued)

35.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1 capital, Tier 1 capital and Total capital (as defined in the regulations) to risk-weighted assets (as defined), and or Tier 1 capital to adjusted quarterly average assets (as defined). Management believes, as of June 30, 2020 and December 31, 2019, that the Bank met all capital adequacy requirements to which it was subject.

The Basel III Capital Rules, among other things, have (i) introduced a new capital measure called “Common Equity Tier I” (“CETI”), (ii) specified that Tier I capital consist of CETI and “Additional Tier I Capital” instruments meeting specified requirements, (iii) defined CETI narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CETI and not to the other components of capital and (iv) expanded the scope of the deductions/adjustments as compared to existing regulations.

Starting in January 2016, the implementation of the capital conservation buffer was effective for the Company starting at the 0.625% level and increasing 0.625% each year thereafter, until it reached 2.5% on January 1, 2019. The capital conservation buffer is designed to absorb losses during periods of economic stress and effectively increases the minimum required risk-weighted capital ratios.

As of June 30, 2020 and December 31, 2019, the Company’s capital ratios exceeded those levels necessary to be categorized as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized”, the Company must maintain minimum total risk-based, CETI, Tier 1 risk-based and Tier I leverage ratios as set forth in the table. There are no conditions or events since June 30, 2020 that management believes have changed the Company’s category.

The Federal Reserve’s guidelines regarding the capital treatment of trust preferred securities limits restricted core capital elements (including trust preferred securities and qualifying perpetual preferred stock) to 25% of all core capital elements, net of goodwill less any associated deferred tax liability. Because the Company’s aggregate amount of trust preferred securities is less than the limit of 25% of Tier I capital, net of goodwill, the rules permit the inclusion of $10,310 of trust preferred securities in Tier I capital as of June 30, 2020 and December 31, 2019. Additionally, the rules provide that trust preferred securities would no longer qualify for Tier I capital within five years of their maturity, but would be included as Tier 2 capital. However, the trust preferred securities would be amortized out of Tier 2 capital by one-fifth each year and excluded from Tier 2 capital completely during the year prior to maturity of the subordinated debentures.

A comparison of the Company’s and Bank’s actual capital amounts and ratios to required capital amounts and ratios are presented in the following tables as of:

	Actual			Minimum Required For Capital Adequacy Purposes			Minimum Required Under Basel III Fully Phased-In			To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio	Amount		Ratio	Amount		Ratio	Amount		Ratio
June 30, 2020
Total capital to risk-weighted assets:
Consolidated	$	251,243	11.77%	$	170,731	8.00%	$	224,085	10.50%			n/a
Bank		265,422	12.44%		170,755	8.00%		224,115	10.50%	$	213,443	10.00%
Tier 1 capital to risk-weighted assets:
Consolidated		224,474	10.52%		128,048	6.00%		181,402	8.50%			n/a
Bank		238,650	11.18%		128,066	6.00%		181,427	8.50%		170,755	8.00%
Tier 1 capital to average assets:⁽¹⁾
Consolidated		224,474	8.60%		104,362	4.00%		104,362	4.00%			n/a
Bank		238,650	9.15%		104,372	4.00%		104,372	4.00%		130,465	5.00%
Common equity tier 1 capital to risk-weighted assets:
Consolidated		214,164	10.04%		96,036	4.50%		149,390	7.00%			n/a
Bank		238,650	11.18%		96,049	4.50%		149,410	7.00%		138,738	6.50%
(1) The Tier 1 capital ratio (to average assets) is not impacted by the Basel III Capital Rules; however, the Federal Reserve Board and the FDIC may require the Consolidated Company and the Bank, respectively, to maintain a Tier 1 capital ratio (to average assets) above the required minimum.

(Continued)

36.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

	Actual			Minimum Required For Capital Adequacy Purposes			Minimum Required Under Basel III Fully Phased-In			To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio	Amount		Ratio	Amount		Ratio	Amount		Ratio
December 31, 2019
Total capital to risk-weighted assets:
Consolidated	$	253,793	13.29%	$	152,770	8.00%	$	200,510	10.50%			n/a
Bank		249,643	13.07%		152,774	8.00%		200,516	10.50%	$	190,968	10.00%
Tier 1 capital to risk-weighted assets:
Consolidated		237,591	12.44%		114,577	6.00%		162,318	8.50%			n/a
Bank		233,441	12.22%		114,581	6.00%		162,322	8.50%		152,774	8.00%
Tier 1 capital to average assets:⁽¹⁾
Consolidated		237,591	10.29%		92,318	4.00%		92,318	4.00%			n/a
Bank		233,441	10.11%		92,321	4.00%		92,321	4.00%		115,401	5.00%
Common equity tier 1 capital to risk-weighted assets:
Consolidated		227,281	11.90%		85,933	4.50%		133,674	7.00%			n/a
Bank		233,441	12.22%		85,935	4.50%		133,677	7.00%		124,129	6.50%
(1) The Tier 1 capital ratio (to average assets) is not impacted by the Basel III Capital Rules; however, the Federal Reserve Board and the FDIC may require the Consolidated Company and the Bank, respectively, to maintain a Tier 1 capital ratio (to average assets) above the required minimum.

Dividends paid by Guaranty are mainly provided by dividends from its subsidiaries. However, certain regulatory restrictions exist regarding the ability of its bank subsidiary to transfer funds to Guaranty in the form of cash dividends, loans or advances. The amount of dividends that a subsidiary bank organized as a national banking association, such as the Bank, may declare in a calendar year is the subsidiary bank’s net profits for that year combined with its retained net profits for the preceding two years.

NOTE 13 - FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 - Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 - Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate fair value:

Marketable Securities: The fair values for marketable securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

Loans Held For Sale: Loans held for sale are carried at the lower of cost or fair value, which is evaluated on a pool-level basis. The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors (Level 2).

Derivative Instruments: The fair values of derivatives are based on valuation models using observable market data as of the measurement date (Level 2).

(Continued)

37.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

Impaired Loans: For the year ended December 31, 2019, the fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on the present value of estimated future cash flows using the loan’s existing rate or, if repayment is expected solely from the collateral, the fair value of collateral, less costs to sell. The fair value of real estate collateral is determined using recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant (Level 3). Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business (Level 3). Impaired loans were evaluated on a quarterly basis for additional impairment and adjusted accordingly.

Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly (Level 3).

Individually Evaluated Collateral Dependent Loans: The fair value of individually evaluated collateral dependent loans is generally based on the fair value of collateral, less costs to sell. The fair value of real estate collateral is determined using recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant (Level 3). Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business (Level 3).

The following tables summarize quantitative disclosures about the fair value measurements for each category of financial assets (liabilities) carried at fair value:

As of June 30, 2020	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Other Unobservable Inputs (Level 3)
Assets (liabilities) at fair value on a recurring basis:
Available for sale securities:
Mortgage-backed securities	$	91,821		$	—	$	91,821		$	—
Collateralized mortgage obligations		83,429			—		83,429			—
Municipal securities		181,195			—		181,195			—
Corporate bonds		19,936			—		19,936			—
Loans held for sale		7,194			—		—			7,194
Cash surrender value of life insurance		34,920			—		34,920			—
SBA servicing assets		712			—		—			712
Derivative instrument assets		1,355			—		1,355			—
Derivative instrument liabilities		(1,355	)		—		(1,355	)		—

(Continued)

38.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

As of December 31, 2019	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Other Unobservable Inputs (Level 3)
Assets (liabilities) at fair value on a recurring basis:
Available for sale securities:
Mortgage-backed securities	$	84,182		$	—	$	84,182		$	—
Collateralized mortgage obligations		90,927			—		90,927			—
Municipal securities		17,348			—		17,348			—
Corporate bonds		20,259			—		20,259			—
Loans held for sale		2,368			—		—			2,368
Cash surrender value of life insurance		34,495			—		34,495			—
SBA servicing assets		672			—		—			672
Derivative instrument assets		526			—		526			—
Derivative instrument liabilities		(526	)		—		(526	)		—

Assets at fair value on a nonrecurring basis:
Impaired loans		20,028			—		—			20,028

There were no transfers between Level 2 and Level 3 during the six months ended June 30, 2020 or for the year ended December 31, 2019.

Nonfinancial Assets and Nonfinancial Liabilities

Nonfinancial assets measured at fair value on a nonrecurring basis during the six months ended June 30, 2020 and 2019 include certain foreclosed assets which, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for credit losses and certain foreclosed assets which, subsequent to their initial recognition, were remeasured at fair value through a write-down included in current earnings. The fair value of a foreclosed asset is estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria.

The following table presents foreclosed assets that were remeasured and recorded at fair value as of:

	June 30, 2020			December 31, 2019			June 30, 2019
Other real estate owned remeasured at initial recognition:
Carrying value of other real estate owned prior to remeasurement	$	—		$	147		$	92
Charge-offs recognized in the allowance for credit losses		—			(11	)		—
Fair value of other real estate owned remeasured at initial recognition	$	—		$	136		$	92

Other real estate owned remeasured subsequent to initial recognition:
Carrying value of other real estate owned prior to remeasurement	$	62		$	35		$	27
Write-downs included in collection and other real estate owned expense		(1	)		(10	)		(6	)
Fair value of other real estate owned remeasured subsequent to initial recognition	$	61		$	25		$	21

(Continued)

39.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

The following table presents quantitative information about nonrecurring Level 3 fair value measurements as of:

Fair Value

Valuation

Technique(s)

Unobservable Input(s)

Range

(Weighted

Average)

June 30, 2020

Other real estate owned

402

Appraisal value of collateral

Selling costs or other normal adjustments

10%-20% (16%)

.	Fair Value		Valuation Technique(s)	Unobservable Input(s)	Range (Weighted Average)
December 31, 2019
Impaired loans	$	20,028	Fair value of collateral - sales comparison approach	Selling costs or other normal adjustments: Real estate Equipment	10%-20% (16%) 10%-20% (19%)
Other real estate owned	$	603	Appraisal value of collateral	Selling costs or other normal adjustments	10%-20% (16%)

The following table presents information on individually evaluated collateral dependent loans as of June 30, 2020:

	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total Fair Value
Commercial and industrial	$	—	$	—	$	97	$	97
Real estate:
Construction and development		—		—		425		425
Commercial real estate		—		—		8,004		8,004
Farmland		—		—		—		—
1-4 family residential		—		—		—		—
Multi-family residential		—		—		—		—
Consumer		—		—		—		—
Agricultural		—		—		—		—
Overdrafts
Total	$	—	$	—	$	8,526	$	8,526

The carrying amounts and estimated fair values of financial instruments not previously discussed in this note, as of June 30, 2020 and December 31, 2019, are as follows:

	Fair value measurements as of June 30, 2020 using:
	Carrying Amount		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Financial assets:
Cash, due from banks, federal funds sold and interest-bearing deposits	$	190,994	$	190,994	$	—	$	—	$	190,994
Loans, net		1,919,201		—		—		1,931,631		1,931,631
Accrued interest receivable		11,864		—		11,864		—		11,864
Nonmarketable equity securities		16,155		—		16,155		—		16,155
Financial liabilities:
Deposits	$	2,242,026	$	1,781,126	$	464,066	$	—	$	2,245,192
Securities sold under repurchase agreements		17,414		—		17,414		—		17,414
Accrued interest payable		1,227		—		1,227		—		1,227
Federal Home Loan Bank advances		100,610		—		100,665		—		100,665
Subordinated debentures		20,310		—		17,875		—		17,875

(Continued)

40.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

	Fair value measurements as of December 31, 2019 using:
	Carrying Amount		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
Financial assets:
Cash, due from banks, federal funds sold and interest-bearing deposits	$	90,714	$	90,714	$	—	$	—	$	90,714
Marketable securities held to maturity		155,458		—		160,460		—		160,460
Loans, net		1,690,794		—		—		1,705,155		1,705,155
Accrued interest receivable		9,151		—		9,151		—		9,151
Nonmarketable equity securities		12,301		—		12,301		—		12,301
Financial liabilities:
Deposits	$	1,956,804	$	1,438,509	$	520,469	$	—	$	1,958,978
Securities sold under repurchase agreements		11,100		—		11,100		—		11,100
Accrued interest payable		1,642		—		1,642		—		1,642
Federal Home Loan Bank advances		55,118		—		55,125		—		55,125
Subordinated debentures		10,810		—		8,677		—		8,677

The methods and assumptions, not previously presented, used to estimate fair values are described as follows:

Cash and Cash Equivalents

The carrying amounts of cash and short-term instruments approximate fair values (Level 1).

Loans, net

The fair value of fixed-rate loans and variable-rate loans that reprice on an infrequent basis is estimated by discounting future cash flows using the current interest rates at which similar loans with similar terms would be made to borrowers of similar credit quality (Level 3).

Cash Surrender Value of Life Insurance

The carrying amounts of bank-owned life insurance approximate their fair value (Level 2).

Nonmarketable Equity Securities

It is not practical to determine the fair value of Independent Bankers Financial Corporation, Federal Home Loan Bank, Federal Reserve Bank and other stock due to restrictions placed on its transferability.

Deposits and Securities Sold Under Repurchase Agreements

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount) (Level 1). The fair values of deposit liabilities with defined maturities are estimated by discounting future cash flows using interest rates currently offered for deposits of similar remaining maturities (Level 2).

Other Borrowings

The fair value of borrowings, consisting of lines of credit, Federal Home Loan Bank advances and Subordinated debentures is estimated by discounting future cash flows using currently available rates for similar financing (Level 2).

Accrued Interest Receivable/Payable

The carrying amounts of accrued interest approximate their fair values (Level 2).

Off-balance Sheet Instruments

Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

(Continued)

41.

GUARANTY BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

NOTE 14 - EARNINGS PER SHARE

Basic earnings per share is computed by dividing net earnings available to common shareholders by the weighted-average common shares outstanding for the period. Diluted earnings per share reflects the maximum potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and would then share in the net earnings of the Company. Dilutive share equivalents include stock-based awards issued to employees.

Stock options granted by the Company are treated as potential shares in computing earnings per share. Diluted shares outstanding include the dilutive effect of in-the-money awards which is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount that the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of tax impact that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.

The computations of basic and diluted earnings per share for the Company were as follows for the:

	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Numerator:
Net earnings (basic)	$	1,075	$	6,043	$	7,353	$	11,380
Net earnings (diluted)	$	1,075	$	6,043	$	7,353	$	11,380

Denominator:
Weighted-average shares outstanding (basic)		11,025,924		11,659,513		11,229,158		11,737,307
Effect of dilutive securities:
Common stock equivalent shares from stock options		—		70,545		—		57,093
Weighted-average shares outstanding (diluted)⁽¹⁾		11,025,924		11,730,058		11,229,158		11,794,400

Net earnings per share
Basic	$	0.10	$	0.52	$	0.65	$	0.97
Diluted	$	0.10	$	0.52	$	0.65	$	0.97

(1) Outstanding options and the closing price of the Company's stock as of June 30, 2020 had an anti-dilutive effect on the weighted-average common shares outstanding for the three and six months ended June 30, 2020; therefore, the effect of their conversion has been excluded from the calculation of the diluted weighted-average common shares outstanding for the period. The diluted EPS has been calculated using the basic weighted-average shares outstanding in order to comply with GAAP.

(Continued)

42.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing in Item 1 of Part I of this Quarterly Report on Form 10-Q (this “Report”) and any subsequent Quarterly Reports on Form 10-Q, the risk factors appearing in Item 1A of Part II of this Report, and the other risks and uncertainties listed from time to time in our reports and documents filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2019. Unless the context indicates otherwise, references in this Report to “we,” “our,” “us,” and the “Company” refer to Guaranty Bancshares, Inc., a Texas corporation, and its consolidated subsidiaries. References in this Report to “Guaranty Bank & Trust” and the “Bank” refer to Guaranty Bank & Trust, N.A., a national banking association and our wholly-owned consolidated subsidiary.

General

We were incorporated in 1990 to serve as the holding company for Guaranty Bank & Trust. Since our founding, we have built a reputation based on financial stability and community leadership. In May 2017, we consummated an initial public offering of our common stock, which is traded on the NASDAQ Global Select Market under the symbol “GNTY.”

We currently operate 31 banking locations in the East Texas, Dallas/Fort Worth, Central Texas and Greater Houston regions of the state. Our principal executive office is located at 16475 Dallas Parkway, Suite 600, Addison, Texas, 75001 and our telephone number is (888) 572-9881. Our website address is gnty.com. Information contained on our website does not constitute a part of this Report and is not incorporated by reference into this filing or any other report.

As a bank holding company that operates through one segment, we generate most of our revenue from interest on loans and investments, customer service and loan fees, fees related to the sale of mortgage loans, and trust and wealth management services. We incur interest expense on deposits and other borrowed funds, as well as noninterest expense, such as salaries and employee benefits and occupancy expenses. We analyze our ability to maximize income generated from interest earning assets and control the interest expenses of our liabilities, measured as net interest income, through our net interest margin and net interest spread. Net interest income is the difference between interest income on interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings, which are used to fund those assets. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities.

Changes in market interest rates and the interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as in the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and shareholders’ equity, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in Texas, as well as developments affecting the real estate, technology, financial services, insurance, transportation, manufacturing and energy sectors within our target markets and throughout the State of Texas.

Impact of COVID-19 and Quarterly Highlights

In March 2020, the outbreak of the novel Coronavirus Disease 2019 ("COVID-19") was recognized as a pandemic by the World Health Organization. Global health concerns relating to COVID-19 have had, and will likely continue to have, a severe impact on the macroeconomic environment, leading to lower interest rates, depressed equity market valuations, heightened financial market volatility and significant disruption in banking and other financial activity in the areas we serve. Governmental responses to the pandemic have included orders closing businesses not deemed essential and directing individuals to restrict their movements, observe social distancing and shelter in place. These actions, together with responses to the pandemic by businesses and individuals, have resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses that have led to a loss of revenues and a rapid increase in unemployment, material decreases in business valuations, disrupted global supply chains, market downturns and volatility, changes in consumer behavior related to pandemic fears, related emergency response legislation and an expectation that Federal Reserve policy will maintain a low interest rate environment for the foreseeable future.

The financial performance of the Company generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services that the Company offers and whose success it relies on to drive growth, are highly dependent

(Continued)

43.

upon the business environment in the primary markets in which we operate and in the United States as a whole. Unfavorable market conditions and uncertainty due to the COVID-19 pandemic have and are likely to continue to result in a deterioration in the credit quality of borrowers, an increase in the number of loan delinquencies, defaults and charge-offs, additional provisions for credit losses, adverse asset values of the collateral securing loans and an overall material adverse effect on the quality of the loan portfolio.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security ("CARES") Act was signed into law. It contains substantial tax and spending provisions intended to address the impact of the COVID-19 pandemic. The CARES Act included the Paycheck Protection Program ("PPP"), a program designed to aid small- and medium-sized businesses through federally guaranteed loans distributed through banks. PPP loans are intended to provide eligible businesses with funding for payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. PPP loans are forgivable to the extent that the borrower can demonstrate that the funds were used for such costs. PPP has been subject to amendments to increase the size of the program, extend the period in which loans could be made, extend the period for which costs could be forgiven and to provide additional flexibility to borrowers. It is expected that there may be further changes to PPP, either through legislation or through interim final rules and changes to forms and applications required under PPP.

Significant uncertainties as to future economic conditions exist, and we have taken measured actions to ensure that we have the balance sheet strength to serve our clients and communities, including increases in liquidity and reserves supported by a strong capital position. Additionally, the economic pressures, coupled with the implementation of an expected loss methodology for determining our provision for credit losses as required by the current expected credit loss (“CECL”) methodology, have contributed to an increased provision for credit losses for the first half of 2020. We continue to monitor the impact of COVID-19 closely, as well as any effects that may result from government stimulus and relief programs; however, the extent to which the COVID-19 pandemic will impact our operations and financial results during the remainder of 2020 remains uncertain.

Quarterly highlights of the Company include:

•

Steady Credit Quality. Non-performing assets as a percentage of total loans declined to 0.76% at June 30, 2020, compared to 1.00% at March 31, 2020 and 0.64% at June 30, 2019. Excluding PPP loans, our non-performing assets as a percentage of total loans was 0.85%^† at June 30, 2020. The Bank provided financial relief to many of its customers during the quarter due to the COVID-19 outbreak through a 3-month principal and interest payment deferral program or an up to 6-month interest only program, none of which were classified as past due or as TDRs under the CARES Act. At period-end, the Bank had outstanding loan balances of $247.8 million under the 3-month deferral program and $187.3 million under the interest only program.

•

COVID-19 Impact on Net Earnings. The Bank had a $12.1 million provision for loan losses in the quarter, for a total of $13.5 million for the first half of 2020, compared to $1.2 million for the first half of 2019. The $12.1 million provision resulted largely from additional qualitative factors considered under the Current Expected Credit Losses (CECL) standard adopted by the Bank on January 1, 2020, primarily derived from changes in national GDP, Texas unemployment rates and national industry-related CRE trends, all of which are impacted by the effects of COVID-19. Excluding PPP loans, our allowance for credit losses to total loans is 1.95%^†.

Net earnings for the quarter were $1.1 million, down from $6.3 million for the immediately prior quarter and $6.0 million for the same quarter of 2019. Net core earnings^†, which exclude provisions for loan losses and income tax, net PPP income, and interest on PPP-related borrowings was $9.6 million for the second quarter of 2020, an increase of $515,000, or 5.6%, compared to the immediately prior quarter and an increase of $1.6 million, or 20.4%, compared to the same quarter in 2019.

•

Paycheck Protection Program. As of June 30, 2020, the Bank has issued $208.8 million of PPP loans to 1,908 borrowers, which resulted in $2.1 million in net origination fees recognized by the Bank and $4.9 million in net deferred origination fees. The Bank found that many PPP borrowers deposited the proceeds of such loans into non-interest bearing demand accounts at the Bank, which were largely maintained during the quarter. Therefore, the $100.0 million Federal Home Loan advance that we obtained in May 2020 to provide additional liquidity if necessary was repaid with no prepayment penalty. $50 million of the advance was repaid in June 2020 and the remaining $50 million was repaid in July 2020.

† Non-GAAP financial metric. Calculations of this metric and reconciliations to GAAP are included in subsequent sections of this MD&A.

(Continued)

44.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with GAAP and with general practices within the financial services industry. Application of these principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under current circumstances. These assumptions form the basis for our judgments about the carrying values of assets and liabilities that are not readily available from independent, objective sources. We evaluate our estimates on an ongoing basis. Use of alternative assumptions may have resulted in significantly different estimates. Actual results may differ from these estimates.

We have identified the following accounting policies and estimates that, due to the difficult, subjective or complex judgments and assumptions inherent in those policies and estimates, and the potential sensitivity of our consolidated financial statements to those judgments and assumptions, is critical to an understanding of our financial condition and results of operations. We believe that the judgments, estimates and assumptions used in the preparation of our financial statements are appropriate.

Loans and Allowance for Credit Losses (ACL)

Loans are stated at the amount of unpaid principal, reduced by unearned income and an allowance for credit losses. Interest on loans is recognized using the simple-interest method on the daily balances of the principal amounts outstanding. Fees associated with the origination of loans and certain direct loan origination costs are netted and the net amount is deferred and recognized over the life of the loan as an adjustment of yield.

The accrual of interest on loans is discontinued when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, which is generally when a loan is 90 days past due. A loan may continue to accrue interest, even if it is more than 90 days past due, if the loan is both well collateralized and it is in the process of collection. When a loan is placed on nonaccrual status, all previously accrued and unpaid interest is reversed. Interest income is subsequently recognized on a cash basis as long as the remaining book balance of the asset is deemed to be collectible. If collectability is questionable, then cash payments are applied to principal. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured in accordance with the terms of the loan agreement.

The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Recoveries will not exceed the aggregate of loan amounts previously charged-off and expected to be charged-off.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. We use the weighted-average remaining maturity method (WARM method) as the basis for the estimation of expected credit losses. The WARM method uses a historical average annual charge-off rate. This average annual charge-off rate contains loss content over a historical lookback period and is used as a foundation for estimating the credit loss reserve for the remaining outstanding balances of loans in a pool or segment of our loan portfolio at the balance sheet date. The average annual charge-off rate is applied to the contractual term, further adjusted for estimated prepayments, to determine the unadjusted historical charge-off rate. The calculation of the unadjusted historical charge-off rate is then adjusted for current conditions and for reasonable and supportable forecast periods. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. These qualitative factors serve to compensate for additional areas of uncertainty inherent in the portfolio that are not reflected in our historic loss factors.

The allowance for credit losses is measured on a collective (pool or segment) basis when similar risk characteristics exist. Our loan portfolio segments include both regulatory call report codes and internally identified risk ratings for our commercial loan segments and delinquency status for our consumer loan segments. We also have separate segments for our warehouse lines of credit, for our internally originated SBA loans and for our SBA loans acquired from Westbound Bank.

(Continued)

45.

that the credit quality and current level of delinquencies and defaults represents the level of reserve needed in the allowance for credit losses. If delinquencies and defaults were to increase, we may be required to increase our provision for loan losses, which would adversely affect our results of operations and financial condition. Delinquency statistics are updated at least monthly.

Loans with unique risk characteristics are evaluated on an individual basis. Loans evaluated individually are not also included in the collective evaluation. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

For off-balance sheet credit exposures, we estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

From time to time, we modify our loan agreement with a borrower. A modified loan is considered a troubled debt restructuring (TDR) when two conditions are met: (i) the borrower is experiencing financial difficulty and (ii) concessions are made by us that would not otherwise be considered for a borrower with similar credit risk characteristics. Modifications to loan terms may include a lower interest rate, a reduction of principal, or a longer term to maturity. We review each troubled debt restructured loan and determine on a case by case basis if the loan can be grouped with its like segment for allowance consideration or whether it should be individually evaluated for a specific allowance for credit loss allocation. If individually evaluated, an allowance for credit loss allocation is based on either the present value of estimated future cash flows or the estimated fair value of the underlying collateral. Most modifications made as a direct result of COVID-19 are not TDRs pursuant to the CARES Act and the April 7, 2020 Interagency guidance.

We have certain lending policies and procedures in place that are designed to maximize loan income with an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis and makes changes as appropriate. Management receives frequent reports related to loan originations, quality, concentrations, delinquencies, non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions, both by type of loan and geography.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and effectively. Underwriting standards are designed to determine whether the borrower possesses sound business ethics and practices and to evaluate current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial and industrial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and include personal guarantees.

Real estate loans are also subject to underwriting standards and processes similar to commercial and industrial loans. These loans are underwritten primarily based on projected cash flows and, secondarily, as loans secured by real estate collateral. The repayment of real estate loans is generally largely dependent on the successful operation of the property securing the loans or the business conducted on the property securing the loan. Real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing our real estate portfolio are generally diverse in terms of type and geographic location throughout the State of Texas. This diversity helps us reduce the exposure to adverse economic events that affect any single market or industry.

We utilize methodical credit standards and analysis to supplement our policies and procedures in underwriting consumer loans. Our loan policy addresses types of consumer loans that may be originated as well as the underlying collateral, if secured, which must be perfected. The relatively small individual dollar amounts of consumer loans that are spread over numerous individual borrowers also minimizes risk.

Marketable Securities

Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other

(Continued)

46.

comprehensive income. Management determines the appropriate classification of securities at the time of purchase. Interest income includes amortization and accretion of purchase premiums and discounts. Gains and losses on sales are recorded on the trade date and determined using the specific identification method.

Management evaluates securities for an allowance for credit losses based on whether they are classified as held to maturity or available for sale. For held to maturity securities, management measures expected credit losses on a collective basis by major security type and credit rating. The estimate of expected credit losses considers historical credit loss information that is then adjusted for current conditions and reasonable and supportable forecasts. For available for sale securities in an unrealized loss position, we first assess whether we intend to sell, or it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available for sale that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically relate to the security, among other factors. Is this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit losses expense. Losses are charged against the allowance when management believes the uncollectibility of an available for sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Fair Values of Financial Instruments

Fair values of financial instruments are estimated using relevant market information and other assumptions. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates. The fair value estimates of existing on and off-balance sheet financial instruments do not include the value of anticipated future business or the value of assets and liabilities not considered financial instruments.

Emerging Growth Company

The Jumpstart our Business Startups Act of 2012 (“JOBS Act”) permits an “emerging growth company” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. However, we have “opted out” of this provision. As a result, we will comply with new or revised accounting standards to the same extent that compliance is required for non-emerging growth companies. Our decision to opt out of the extended transition period under the JOBS Act is irrevocable.

Discussion and Analysis of Results of Operations for the Six Months Ended June 30, 2020 and 2019

Results of Operations

The following discussion and analysis compares our results of operations for the six months ended June 30, 2020 with the six months ended June 30, 2019. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2020.

(Continued)

47.

Net earnings were $7.4 million for the six months ended June 30, 2020, as compared to $11.4 million for the six months ended June 30, 2019. The following table presents key earnings data for the periods indicated:

	For the Six Months Ended June 30,
	2020			2019
	(Dollars in thousands, except per share data)
Net earnings	$	7,353		$	11,380
Net earnings per common share
-basic		0.65			0.97
-diluted		0.65			0.97
Net interest margin⁽¹⁾		3.79	%		3.63	%
Net interest rate spread⁽²⁾		3.47	%		3.18	%
Return on average assets		0.59	%		1.00	%
Return on average equity		5.70	%		9.60	%
Average equity to average total assets		10.41	%		10.38	%
Dividend payout ratio		58.46	%		35.05	%

(1) Net interest margin is equal to net interest income divided by average interest-earning assets.
(2) Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

With the credit outlook still uncertain as a result of COVID-19 and other economic factors, the following table illustrates net earnings and net core earnings results, which are pre-tax, pre-provision and pre-extraordinary PPP income, as well as performance ratios for the six months ended June 30, 2020 and 2019.

	For the Six Months Ended June 30,
	2020			2019
Net earnings	$	7,353			$	11,380
Adjustments:
Provision for credit losses		13,500				1,150
Income tax provision		1,255				2,571
PPP loans, including fees		(2,540	)			—
Net interest expense on PPP-related borrowings		31				—
PPP-related deferred costs		(838	)			—
Net core earnings^†	$	19,599			$	15,101

Total average assets	$	2,491,614			$	2,302,747
Adjustments:
PPP loans average balance		(81,592	)			—
Excess fed funds sold due to PPP-related borrowings		(42,033	)			—
Total average assets, adjusted^†	$	2,367,989			$	2,302,747
Total average equity	$	259,275			$	239,014

PERFORMANCE RATIOS
Net earnings to average assets (annualized)		0.59	%			1.00	%
Net earnings to average equity (annualized)		5.70				9.60
Net core earnings to average assets, as adjusted (annualized)^†		1.66				1.32
Net core earnings to average equity (annualized)^†		15.20				12.74
PER COMMON SHARE DATA
Weighted-average common shares outstanding, basic		11,229,158				11,737,307
Earnings per common share, basic (annualized)	$	1.32			$	1.96
Net core earnings per common share, basic (annualized)^†		3.51				2.59

† Non-GAAP financial metric. Calculations of this metric and reconciliations to GAAP are included in the schedules accompanying this release.

(Continued)

48.

Net Interest Income

Our operating results depend primarily on our net interest income. Fluctuations in market interest rates impact the yield and rates paid on interest-earning assets and interest-bearing liabilities, respectively. Changes in the amount and type of interest-earning assets and interest-bearing liabilities also impact our net interest income. To evaluate net interest income, we measure and monitor (1) yields on our loans and other interest-earning assets, (2) the costs of our deposits and other funding sources, (3) our net interest spread and (4) our net interest margin. Because noninterest-bearing sources of funds, such as noninterest-bearing deposits and shareholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these noninterest-bearing sources.

Net interest income, before the provision for credit losses, was $43.8 million compared to $38.3 million for the six months ended June 30, 2020 and 2019, respectively, an increase of $5.5 million, or 14.3%. The increase in net interest income resulted from a $4.5 million, or 35.7%, decrease in interest expense and a $973,000, or 1.9%, increase in interest income. Although there was a $127.3 million, or 7.6%, increase in average loans outstanding for the six months ended June 30, 2020, compared to the six months ended June 30, 2019, that increase was offset by a 19 basis point decrease in the average yield on total loans. The increase in average loans outstanding was primarily due to organic growth and loans originated through the PPP. The $4.5 million decrease in interest expense for the six months ended June 30, 2020 was primarily related to an average deposit rate decrease of 55 basis points, despite a $16.4 million, or 1.1%, increase in average interest-bearing deposits over the same period in 2019. The majority of the average deposit balance increase was due to the deposit of related PPP funds into demand accounts at the Bank, as well as apparent changes in depositor spending habits during the quarter resulting from economic and other uncertainties due to COVID-19. The increases were primarily in noninterest-bearing demand accounts, offset by declines in certificates of deposit and NOW accounts. For the six months ended June 30, 2020, net interest margin and net interest spread were 3.79% and 3.47%, respectively, compared to 3.63% and 3.18% for the same period in 2019, which reflects the decreases in interest expense discussed above relative to the increases in interest income.

Average Balance Sheet Amounts, Interest Earned and Yield Analysis

The following table presents an analysis of net interest income and net interest spread for the periods indicated, including average outstanding balances for each major category of interest-earning assets and interest-bearing liabilities, the interest earned or paid on such amounts, and the average rate earned or paid on such assets or liabilities, respectively. The table also sets forth the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as nonaccrual is not recognized in income; however, the balances are reflected in average outstanding balances for the period. For the six months ended June 30, 2020 and 2019, the amount of interest income not recognized on nonaccrual loans was not material. Any nonaccrual loans have been included in the table as loans carrying a zero yield.

(Continued)

49.

	For the Six Months Ended June 30,
	2020								2019
	Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate			Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate
ASSETS
Interest-earnings assets:
Total loans⁽¹⁾	$	1,793,742		$	46,656		5.23	%	$	1,666,407		$	44,825		5.42	%
Securities available for sale		300,053			3,586		2.40			233,409			3,001		2.59
Securities held to maturity		72,266			956		2.66			161,109			2,041		2.55
Nonmarketable equity securities		10,545			222		4.23			12,154			309		5.13
Interest-bearing deposits in other banks		142,341			413		0.58			57,051			684		2.42
Total interest-earning assets		2,318,947			51,833		4.49			2,130,130			50,860		4.81
Allowance for credit losses		(24,250	)							(15,178	)
Noninterest-earning assets		196,917								187,795
Total assets	$	2,491,614							$	2,302,747
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing deposits	$	1,477,806		$	7,461		1.02	%	$	1,461,379		$	11,377		1.57	%
Advances from FHLB and fed funds purchased		78,957			205		0.52			68,517			828		2.44
Line of credit		5,599			75		2.69			—			—		—
Subordinated debentures		14,214			318		4.50			12,401			342		5.56
Securities sold under agreements to repurchase		15,466			23		0.30			10,792			20		0.37
Total interest-bearing liabilities		1,592,042			8,082		1.02			1,553,089			12,567		1.63
Noninterest-bearing liabilities:
Noninterest-bearing deposits		618,176								489,694
Accrued interest and other liabilities		22,121								20,950
Total noninterest-bearing liabilities		640,297								510,644
Shareholders’ equity		259,275								239,014
Total liabilities and shareholders’ equity	$	2,491,614							$	2,302,747
Net interest rate spread⁽²⁾							3.47	%							3.18	%
Net interest income				$	43,751							$	38,293
Net interest margin⁽³⁾							3.79	%							3.63	%
Net interest margin, fully taxable equivalent⁽⁴⁾							3.82	%							3.64	%

(1) Includes average outstanding balances of loans held for sale of $4.5 million and $1.9 million for the six months ended June 30, 2020 and 2019, respectively.
(2) Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
(3) Net interest margin is equal to net interest income divided by average interest-earning assets, annualized.
(4) Net interest margin on a taxable equivalent basis is equal to net interest income adjusted for nontaxable income divided by average interest-earning assets, annualized, using a marginal tax rate of 21%.

(Continued)

50.

To illustrate core net interest margin and remove the noise resulting from the PPP, the table below excludes PPP loans and their associated fees and costs, as well as the average balance of related FHLB borrowings and fed funds sold, for the six months ended June 30, 2020:

	For the Six Months Ended June 30, 2020
	Average Outstanding Balance			Interest Earned/ Interest Paid			Average Yield/ Rate
Total interest-earnings assets	$	2,318,947		$	51,833			4.49	%

Total loans⁽¹⁾		1,793,742			46,656			5.23
Adjustments:
PPP loans average balance and net fees⁽¹⁾		(81,592	)		(2,540	)		6.26
Total loans, net of PPP effects	$	1,712,150		$	44,116			5.18	%

Total interest-bearing deposits in other banks		142,341			413			0.58
Adjustments:
Excess fed funds sold due to PPP-related borrowings		(42,033	)		(21	)		0.10
Total interest-bearing deposits in other banks, net of PPP effects	$	100,308		$	392			0.79	%

Total interest-earnings assets, net of PPP effects^†	$	2,195,322		$	49,272			4.51	%

Total advances from FHLB and fed funds purchased		78,957			205			0.52
Interest expense adjustment:
PPP-related borrowings		(42,033	)		(52	)		0.25
Total advances from FHLB and fed funds purchased, net of PPP effects	$	36,924		$	153			0.83	%

Net interest income				$	43,751
Net interest margin								3.79	%
Net interest income, net of PPP effects^†					41,242
Net interest margin, net of PPP effects^†								3.78

† Non-GAAP financial metric. Calculations of this metric and reconciliations to GAAP are included in the schedules accompanying this release.
(1) Interest earned consists of interest income of $407,000 and net origination fees recognized in earnings of $2.1 million for the six months ended June 30, 2020.

The following table presents the change in interest income and interest expense for the periods indicated for each major component of interest-earning assets and interest-bearing liabilities and distinguishes between the changes attributable to changes in volume and interest rates. For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated to rate.

	For the Six Months Ended June 30, 2020 vs. 2019
	Increase (Decrease)
	Due to Change in						Total Increase
	Volume			Rate			(Decrease)
	(Dollars in thousands)
Interest-earning assets:
Total loans	$	3,451		$	(1,620	)	$	1,831
Securities available for sale		863			(278	)		585
Securities held to maturity		(1,133	)		48			(1,085	)
Nonmarketable equity securities		(41	)		(46	)		(87	)
Interest-earning deposits in other banks		1,032			(1,303	)		(271	)
Total increase (decrease) in interest income	$	4,172		$	(3,199	)	$	973

Interest-bearing liabilities:
Interest-bearing deposits	$	129		$	(4,045	)	$	(3,916	)
Advances from FHLB and fed funds purchased		127			(750	)		(623	)
Line of credit		—			75			75
Subordinated debentures		50			(74	)		(24	)
Securities sold under agreements to repurchase		9			(6	)		3
Total increase (decrease) in interest expense		315			(4,800	)		(4,485	)
Increase in net interest income	$	3,857		$	1,601		$	5,458

(Continued)

51.

Provision for Credit Losses

The provision for credit losses is a charge to income in order to bring our allowance for credit losses to a level deemed appropriate by management based on factors such as historical loss experience, trends in classified and past due loans, volume and growth in the loan portfolio, current economic conditions in our markets and value of the underlying collateral. Loans are charged off against the allowance for credit losses when determined appropriate. Although management believes it uses the best information available to make determinations with respect to the provision for loan losses, future adjustments may be necessary if economic conditions differ from the assumptions used in making the determination.

The provision for credit losses for the six months ended June 30, 2020 was $13.5 million compared to $1.2 million for the six months ended June 30, 2019. The provision results largely risk grade changes in the loan portfolio and from additional qualitative factors, primarily derived from changes in national GDP, Texas unemployment rates and national industry related CRE trends, all of which are impacted by the effects of COVID-19. Beginning in March 2020, the Bank has closely reviewed its loan portfolio and has spoken to borrowers about their financial hardships, if any. As a result, the Bank has downgraded additional loans in industries affected by this crisis to appropriate risk ratings given the expected impacts of COVID-19 on those industries. Management believes the provisions made in both the first and second quarter, as a result of loan downgrades and qualitative factor adjustments in the CECL model, appropriately capture the current credit risks associated with COVID-19 and do not anticipate provisions at these levels during the second half of 2020 at this time. However, the outbreak could worsen in the short term, leading to possible changes in customer and consumer behavior and stronger response measures by government officials, and the long term economic impacts of COVID-19 are still very much unknown.

Noninterest Income

Our primary sources of recurring noninterest income are service charges on deposit accounts, merchant and debit card fees, fiduciary income, gains on the sale of loans, and income from bank-owned life insurance. Noninterest income does not include loan origination fees to the extent they exceed the direct loan origination costs, which are generally recognized over the life of the related loan as an adjustment to yield using the interest method.

The following table presents components of noninterest income for the six months ended June 30, 2020 and 2019 and the period-over-period variations in the categories of noninterest income:

	For The Six Months Ended June 30,					Increase (Decrease)
	2020		2019			2020 vs. 2019
	(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts	$	1,479	$	1,715		$	(236	)
Merchant and debit card fees		2,465		2,028			437
Fiduciary and custodial income		988		859			129
Gain on sale of loans		2,697		1,160			1,537
Bank-owned life insurance income		425		313			112
Loss on sales of investment securities		—		(22	)		22
Loan processing fee income		280		276			4
Other noninterest income		1,614		1,343			271
Total noninterest income	$	9,948	$	7,672		$	2,276

Total noninterest income increased $2.3 million, or 29.7%, for the six months ended June 30, 2020 compared to the same period in 2019. Material changes in the components of noninterest income are discussed below.

Service Charges on Deposit Accounts. We earn fees from our customers for deposit related services, and these fees typically constitute a significant and generally predictable component of our non-interest income. Beginning in March 2020, as a result of COVID-19, we waived certain service charges in sensitivity to our customers through June 30, 2020. Service fee income was $1.5 million for the six months ended June 30, 2020 compared to $1.7 million for the same period in 2019, a decrease of $236,000, or 13.8%, resulting from the virus related fee waivers. The total number of DDAs as of June 30, 2020 increased to 49,095, an increase of 4,059 accounts from 45,036 as of June 30, 2019.

Merchant and Debit Card Fees. We earn interchange income related to the activity of our customers’ merchant debit card usage. Debit card interchange income was $2.5 million for the six months ended June 30, 2020, compared to

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52.

$2.0 million for the same period in 2019, an increase of $437,000, or 21.5%. The increase was primarily due to a change in contract terms with our debit card vendor and in growth in the number of DDAs and debit card usage volume during 2020.

Fiduciary Income. We have trust powers and provide fiduciary and custodial services through our trust and wealth management division. Fiduciary income was $988,000 and $859,000 for the six months ended June 30, 2020 and 2019, respectively, an increase of $129,000, or 15.0%. The revenue increase resulted primarily from 20 new accounts that opened during the first six months of 2020, which have generated additional income. Furthermore, revenue for our services fluctuates by month with the market value for all publicly-traded assets, which are primarily held in irrevocable trusts and investment management accounts that carry higher fees. Additionally, our custody-only assets are carried in a tiered percentage rate fee schedule charged against market value.

Gain on Sales of Loans. We originate long-term fixed-rate mortgage loans for resale into the secondary market. We also began selling Small Business Administration (SBA) loans on the secondary market during the second half of 2019. We sold 287 mortgage loans for $67.0 million during the six months ended June 30, 2020 compared to 166 mortgage loans for $33.3 million for the six months ended June 30, 2019. Gain on sale of loans was $2.7 million for the six months ended June 30, 2020, an increase of $1.5 million, or 132.5%, compared to $1.2 million for the same period in 2019. The gain consisted of $2.3 million in mortgage loans and $419,000 in SBA 7(a) loans sold during the six month period, compared to $1.3 million of mortgage loans and $33,000 in SBA 7(a) loans sold during the same period of the prior year.

Bank-Owned Life Insurance. We invest in bank-owned life insurance due to its attractive nontaxable return and protection against the loss of our key employees. We record income based on the growth of the cash surrender value of these policies as well as the annual yield net of fees and charges, including mortality charges. Income from bank-owned life insurance increased by $112,000, or 35.8%, for the six months ended June 30, 2020, compared to the same period in 2019. The increase in income is primarily due to additional policies purchased on the lives of existing officers of the Company.

Other. This category includes a variety of other income producing activities, including mortgage loan origination fees, wire transfer fees, loan administration fees, and other fee income. Other noninterest income increased $271,000, or 20.2%, for the six months ended June 30, 2020, compared to the same period in 2019 due primarily to an increase in warehouse lending fees of $147,000 and mortgage loan processing fees of $150,000.

Noninterest Expense

Generally, noninterest expense is composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships and providing bank services. The largest component of noninterest expense is salaries and employee benefits. Noninterest expense also includes operational expenses, such as occupancy expenses, depreciation and amortization of our facilities and our furniture, fixtures and office equipment, professional and regulatory fees, including FDIC assessments, data processing expenses, and advertising and promotion expenses.

For the six months ended June 30, 2020, noninterest expense totaled $31.6 million, an increase of $727,000, or 2.4%, compared to $30.9 million for the six months ended June 30, 2019. The following table presents, for the periods indicated, the major categories of noninterest expense:

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53.

	For The Six Months Ended June 30,				Increase (Decrease)
	2020		2019		2020 vs. 2019
	(Dollars in thousands)
Employee compensation and benefits	$	17,543	$	17,679	$	(136	)
Non-staff expenses:
Occupancy expenses		5,027		4,888		139
Amortization		671		698		(27	)
Software and technology		1,884		1,554		330
FDIC insurance assessment fees		317		173		144
Legal and professional fees		1,108		1,313		(205	)
Advertising and promotions		841		793		48
Telecommunication expense		389		343		46
ATM and debit card expense		897		581		316
Director and committee fees		384		465		(81	)
Other noninterest expense		2,530		2,377		153
Total noninterest expense	$	31,591	$	30,864	$	727

Material changes in the components of noninterest expense are discussed below.

Employee Compensation and Benefits. Salaries and employee benefits are the largest component of noninterest expense and include payroll expense, the cost of incentive compensation, benefit plans, health insurance and payroll taxes. Salaries and employee benefits were $17.5 million for the six months ended June 30, 2020, a decrease of $136,000, or 0.8%, compared to $17.7 million for the same period in 2019. The decrease resulted primarily from the effects of deferred origination costs associated with PPP loan originations, as well as a decline in bonus accrual expense during the period, which resulted from cost cutting measures due to the COVID-19 pandemic. The decrease was partially offset by an increase in salary expense due to annual salary adjustments.

Software and Technology. Software and technology expenses increased $330,000, or 21.2%, from $1.6 million for the six months ended June 30, 2019 to $1.9 million for the six months ended June 30, 2020. The increase is attributable primarily to new software investments to improve online deposit account opening, further enhance treasury management capabilities and improve connectivity to support remote working and other technology capabilities.

FDIC Insurance Assessment Fees. FDIC insurance assessment fees increased $144,000, or 83.2%, from $173,000 for the six months ended June 30, 2019 to $317,000 for the six months ended June 30, 2020. The increase was due to an improvement in our leverage ratio from prior year, which resulted in a reduction in the estimated quarterly assessment ratio used to calculate quarterly fees. Additionally, an FDIC assessment credit of $534,000 was received in January 2019, which was fully realized during the prior year.

Legal and Professional Fees. Legal and professional fees, which include audit, loan review and regulatory assessments, were $1.1 million and $1.3 million for the six months ended June 30, 2020 and 2019, respectively, a decrease of $205,000, or 15.6%. The decrease was primarily the result of professional recruiting fees paid during the six months ended June 30, 2019 that were not paid during the same period of 2020.

ATM and Debit Card Expense. We pay processing fees related to the activity of our customers’ ATM and debit card usage. ATM and debit card expenses were $897,000 for the six months ended June 30, 2020, an increase of $316,000, or 54.4%, compared to $581,000 for the same period in 2019 as a result of increased ATM and debit card usage by our customers.

Director and Committee Fees. Director and committee fees were $384,000 and $465,000 for the six months ended June 30, 2020 and 2019, respectively, a decrease of $81,000, or 17.4%, primarily due to reduced bonus accruals for incentive compensation.

Income Tax Expense

The amount of income tax expense we incur is influenced by the amounts of our pre-tax income, tax-exempt income and other nondeductible expenses. Deferred tax assets and liabilities are reflected at current income tax rates in effect for the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

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54.

Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

For the six months ended June 30, 2020 and 2019, income tax expense totaled $1.3 million and $2.6 million, respectively. The decrease in income tax expense was primarily due to a decrease in net earnings before taxes of $6.5 million. Our effective tax rates for the six months ended 2020 and 2019 were 14.58% and 18.43%, respectively.

Discussion and Analysis of Results of Operations for the Three Months Ended June 30, 2020 and 2019

Results of Operations

The following discussion and analysis of our results of operations compares our results of operations for the three months ended June 30, 2020 with the three months ended June 30, 2019. The results of operations for the three months ended June 30, 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2020.

Net earnings were $1.1 million for the three months ended June 30, 2020, as compared to $6.0 million for the three months ended June 30, 2019. Basic earnings per share were $0.10 for the three months ended June 30, 2020 compared to $0.52 during the same period in 2019.

The following table presents key earnings data for the periods indicated:

	For the Three Months Ended June 30,
	2020			2019
	(Dollars in thousands, except per share data)
Net earnings	$	1,075		$	6,043
Net earnings per common share
-basic		0.10			0.52
-diluted		0.10			0.52
Net interest margin⁽¹⁾		3.75	%		3.61	%
Net interest rate spread⁽²⁾		3.48	%		3.16	%
Return on average assets		0.16	%		1.05	%
Return on average equity		1.67	%		9.97	%
Average equity to average total assets		9.72	%		10.50	%
Dividend payout ratio		190.00	%		32.69	%

(1) Net interest margin is equal to net interest income divided by average interest-earning assets.
(2) Net interest rate spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

(Continued)

55.

	For the Three Months Ended June 30,
	2020			2019
Net earnings	$	1,075			$	6,043
Adjustments:
Provision for credit losses		12,100				575
Income tax (benefit) provision		(190	)			1,384
PPP loans, including fees		(2,540	)			—
Net interest expense on PPP-related borrowings		31				—
PPP-related deferred costs		(838	)			—
Net core earnings^†	$	9,638			$	8,002

Total average assets	$	2,657,609			$	2,314,628
Adjustments:
PPP loans average balance		(163,184	)			—
Excess fed funds sold due to PPP-related borrowings		(84,066	)			—
Total average assets, adjusted^†	$	2,410,359			$	2,314,628
Total average equity	$	258,225			$	240,401

PERFORMANCE RATIOS
Net earnings to average assets (annualized)		0.16	%			1.05	%
Net earnings to average equity (annualized)		1.67				9.97
Net core earnings to average assets, as adjusted (annualized)^†		1.61				1.39
Net core earnings to average equity (annualized)^†		15.01				13.35

PER COMMON SHARE DATA
Weighted-average common shares outstanding, basic		11,025,924				11,659,513
Earnings per common share, basic	$	0.10			$	0.52
Net core earnings per common share, basic^†		0.87				0.69

† Non-GAAP financial metric. Calculations of this metric and reconciliations to GAAP are included in the schedules accompanying this release.

Net Interest Income

Net interest income, before the provision for credit losses, in the second quarter of 2020 and 2019 was $23.2 million and $19.3 million, respectively, an increase of $3.9 million, or 20.2%, resulting primarily from the recognition of $2.1 million of net PPP loan origination fees and a decrease in deposit-related interest expense of $2.7 million, or 46.7%, compared to the same quarter of the prior year offset by the effects of the PPP loans, which earn only 1.00% interest, on the loan yield for the period. During the period, loan yield decreased from 5.39% for the second quarter of 2019 to 5.15% for the second quarter of 2020, a change of 24 basis points, while the cost of interest bearing deposits decreased from 1.56% to 0.83% during the same period, a change of 73 basis points. The decrease in loan yield was primarily due to the dilutive effect of the 1.00% yield on PPP loans originated during the second quarter of 2020, partially offset by the yield added from net PPP loan origination fees. The decrease in loan yield is also attributable to reductions in interest rates by the Federal Reserve at the end of the first quarter of 2020. For the three months ended June 30, 2020, net interest margin and net interest spread were 3.75% and 3.48%, respectively, compared to 3.61% and 3.16% for the same period in 2019, which reflects the increases in interest income discussed above relative to the decreases in interest expense.

Average Balance Sheet Amounts, Interest Earned and Yield Analysis

The following table presents an analysis of net interest income and net interest spread for the periods indicated, including average outstanding balances for each major category of interest-earning assets and interest-bearing liabilities, the interest earned or paid on such amounts, and the average rate earned or paid on such assets or liabilities, respectively. The table also sets forth the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as nonaccrual is not recognized in income; however, the balances are reflected in average outstanding balances for the period. For the three months ended June 30, 2020 and 2019, the amount of interest income not recognized on nonaccrual loans was not material. Any nonaccrual loans have been included in the table as loans carrying a zero yield.

(Continued)

56.

	For the Three Months Ended June 30,
	2020								2019
	Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate			Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate
ASSETS
Interest-earnings assets:
Total loans⁽¹⁾	$	1,885,959		$	24,139		5.15	%	$	1,681,043		$	22,581		5.39	%
Securities available for sale		379,803			2,273		2.41			233,196			1,471		2.53
Securities held to maturity		—			—		—			160,108			1,013		2.54
Nonmarketable equity securities		11,869			108		3.66			12,180			139		4.58
Interest-bearing deposits in other banks		209,005			61		0.12			56,863			349		2.46
Total interest-earning assets		2,486,636			26,581		4.30			2,143,390			25,553		4.78
Allowance for loan losses		(27,720	)							(15,448	)
Noninterest-earnings assets		198,693								186,686
Total assets	$	2,657,609							$	2,314,628
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing deposits	$	1,480,106		$	3,040		0.83	%	$	1,464,464		$	5,704		1.56	%
Advances from FHLB and fed funds purchased		134,677			123		0.37			62,403			381		2.45
Line of credit		7,791			47		2.43			—			—		—
Subordinated debentures		17,618			175		4.00			12,491			173		5.56
Securities sold under agreements to repurchase		18,106			14		0.31			10,521			9		0.34
Total interest-bearing liabilities		1,658,298			3,399		0.82			1,549,879			6,267		1.62
Noninterest-bearing liabilities:
Noninterest-bearing deposits		718,378								503,347
Accrued interest and other liabilities		22,708								21,001
Total noninterest-bearing liabilities		741,086								524,348
Shareholders’ equity		258,225								240,401
Total liabilities and shareholders’ equity	$	2,657,609							$	2,314,628
Net interest rate spread⁽²⁾							3.48	%							3.16	%
Net interest income				$	23,182							$	19,286
Net interest margin⁽³⁾							3.75	%							3.61	%
Net interest margin, fully taxable equivalent⁽⁴⁾							3.78	%							3.61	%

(1) Includes average outstanding balances of loans held for sale of $6.5 million and $1.2 million for the three months ended June 30, 2020 and 2019, respectively.
(2) Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.
(3) Net interest margin is equal to net interest income divided by average interest-earning assets, annualized.
(4) Net interest margin on a taxable equivalent basis is equal to net interest income adjusted for nontaxable income divided by average interest-earning assets, annualized, using a marginal tax rate of 21%.

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57.

	For the Three Months Ended June 30, 2020
	Average Outstanding Balance			Interest Earned/ Interest Paid			Average Yield/ Rate
Total interest-earnings assets	$	2,486,636		$	26,581			4.30	%

Total loans⁽¹⁾		1,885,959			24,139			5.15
Adjustments:
PPP loans average balance and net fees⁽¹⁾		(163,184	)		(2,540	)		6.26
Total loans, net of PPP effects	$	1,722,775		$	21,599			5.04	%

Total interest-bearing deposits in other banks		209,005			61			0.12
Adjustments:
Excess fed funds sold due to PPP-related borrowings		(84,066	)		(21	)		0.10
Total interest-bearing deposits in other banks, net of PPP effects	$	124,939		$	40			0.13	%

Total interest-earnings assets, net of PPP effects^†	$	2,239,386		$	24,020			4.31	%

Total advances from FHLB and fed funds purchased		134,677			123			0.37
Interest expense adjustment:
PPP-related borrowings		(84,066	)		(52	)		0.25
Total advances from FHLB and fed funds purchased, net of PPP effects	$	50,611		$	71			0.56	%

Net interest income				$	23,182
Net interest margin								3.75	%
Net interest income, net of PPP effects^†					20,673
Net interest margin, net of PPP effects^†								3.71
Efficiency ratio⁽²⁾								53.90
Efficiency ratio, net of PPP effects^†⁽³⁾								62.44

† Non-GAAP financial metric. Calculations of this metric and reconciliations to GAAP are included in the schedules accompanying this release.
(1) Interest earned consists of interest income of $407,000 and net origination fees recognized in earnings of $2.1 million for the three months ended June 30, 2020.
(2) The efficiency ratio was calculated by dividing total noninterest expense by net interest income plus noninterest income, excluding securities gains or losses. Taxes are not part of this calculation.
(3) The efficiency ratio was calculated by dividing total noninterest expense, net of PPP-related deferred costs, by net interest income, net of PPP effects, plus noninterest income, excluding securities gains or losses. Taxes are not part of this calculation.

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58.

	For the Three Months Ended June 30, 2020 vs. 2019
	Increase (Decrease)
	Due to Change in						Total Increase
	Volume			Rate			(Decrease)
	(Dollars in thousands)
Interest-earning assets:
Total loans	$	2,761		$	(1,203	)	$	1,558
Securities available for sale		927			(125	)		802
Securities held to maturity		(1,017	)		4			(1,013	)
Nonmarketable equity securities		(4	)		(27	)		(31	)
Interest-earning deposits in other banks		936			(1,224	)		(288	)
Total increase (decrease) in interest income	$	3,603		$	(2,575	)	$	1,028

Interest-bearing liabilities:
Interest-bearing deposits	$	61		$	(2,725	)	$	(2,664	)
Advances from FHLB and fed funds purchased		443			(701	)		(258	)
Line of credit		—			47			47
Subordinated debentures		71			(69	)		2
Securities sold under agreements to repurchase		6			(1	)		5
Total increase (decrease) in interest expense		581			(3,449	)		(2,868	)
Increase in net interest income	$	3,022		$	874		$	3,896

Provision for Credit Losses

The provision for credit losses for the three months ended June 30, 2020 was $12.1 million compared to $575,000 for the three months ended June 30, 2019. The $12.1 million provision this quarter results largely from additional qualitative factors, primarily derived from changes in national GDP, Texas unemployment rates and national industry related CRE trends, all of which are impacted by the effects of COVID-19. Beginning in March 2020, and through the date of this earnings release, the Bank has closely reviewed its loan portfolio and has spoken to borrowers about their financial hardships, if any. As a result, the Bank has downgraded additional loans in industries affected by this crisis to appropriate risk ratings given the expected impacts of COVID-19 on those industries. Management believes the provisions made in both the first and second quarter, as a result of loan downgrades and qualitative factor adjustments in the CECL model, appropriately capture the current credit risks associated with COVID-19 and do not anticipate provisions at these levels during the second half of 2020 at this time. However, the outbreak could worsen in the short term, leading to possible changes in customer and consumer behavior and stronger response measures by government officials, and the long term economic impacts of COVID-19 are still very much unknown. Net recoveries were $71,000 for the three months ended June 30, 2020 compared to net charge-offs of $22,000 for the same period in 2019.

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59.

Noninterest Income

The following table presents components of noninterest income for the three months ended June 30, 2020 and 2019 and the period-over-period variations in the categories of noninterest income:

	For The Three Months Ended June 30,					Increase (Decrease)
	2020		2019			2020 vs. 2019
	(Dollars in thousands)
Noninterest income:
Service charges on deposit accounts	$	571	$	889		$	(318	)
Merchant and debit card fees		1,334		1,069			265
Fiduciary and custodial income		474		434			40
Gain on sale of loans		1,508		683			825
Bank-owned life insurance income		207		155			52
Loss on sales of investment securities		—		(22	)		22
Loan processing fee income		130		148			(18	)
Other noninterest income		763		754			9
Total noninterest income	$	4,987	$	4,110		$	877

Total noninterest income increased $877,000, or 21.3%, for the three months ended June 30, 2020 compared to the same period in 2019. Material changes in the components of noninterest income are discussed below.

Service Charges on Deposit Accounts. We earn fees from our customers for deposit related services, and these fees constitute a significant and generally predictable component of our non-interest income. Service fee income was $571,000 for the three months ended June 30, 2020 compared to $889,000 for the same period in 2019, a decrease of $318,000, or 35.8%. The decrease was primarily due service charge waivers during the quarter due to COVID-19.

Merchant and Debit Card Fees. We earn interchange income related to the activity of our customers’ merchant debit card usage. Debit card interchange income was $1.3 million for the three months ended June 30, 2020 compared to $1.1 million for the same period in 2019, an increase of $265,000, or 24.8%. The increase was primarily due to a change in contract terms with our debit card vendor and in growth in the number of DDAs and debit card usage volume during 2020.

Gain on Sale of Loans. We originate long-term fixed-rate mortgage loans for resale into the secondary market. We also began selling Small Business Administration (SBA) loans on the secondary market during the second half of 2019. We sold 181 mortgage loans for $42.5 million for the three months ended June 30, 2020 compared to 91 mortgage loans for $18.9 million for the three months ended June 30, 2019. Gain on sale of loans was $1.5 million for the three months ended June 30, 2020, an increase of $825,000, or 120.8%, compared to $683,000 for the same period in 2019. The gain consisted of $1.5 million in mortgage loans and $48,000 in SBA 7(a) loans sold during the quarter ended June 30, 2020.

Bank-owned Life Insurance Income. We invest in bank-owned life insurance due to its attractive nontaxable return and protection against the loss of our key employees. We record income based on the growth of the cash surrender value of these policies as well as the annual yield net of fees and charges, including mortality charges. Income from bank-owned life insurance increased by $52,000, or 33.5%, for the three months ended June 30, 2020 compared to the same period in 2019, primarily due to $7.0 million of additional policies purchased in June of 2019 on the lives of existing officers of the Company.

Loan Processing Fee Income. Revenue earned from collection of loan processing fees was $130,000 for the three months ended June 30, 2020 compared to $148,000 for the same period in 2019, a decrease of $18,000, or 12.2%. The decrease in loan processing fee income is primarily attributable to a decrease in volume of newly originated or renewed loans compared to the prior period.

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60.

Noninterest Expense

For the three months ended June 30, 2020, noninterest expense totaled $15.2 million, a decrease of $210,000, or 1.4%, compared to $15.4 million for the three months ended June 30, 2019. The following table presents, for the periods indicated, the major categories of noninterest expense:

	For The Three Months Ended June 30,				Increase (Decrease)
	2020		2019		2020 vs. 2019
	(Dollars in thousands)
Employee compensation and benefits	$	8,077	$	8,693	$	(616	)
Non-staff expenses:
Occupancy expenses		2,550		2,437		113
Amortization		338		349		(11	)
Software and technology		945		772		173
FDIC insurance assessment fees		122		140		(18	)
Legal and professional fees		589		687		(98	)
Advertising and promotions		408		408		—
Telecommunication expense		209		169		40
ATM and debit card expense		479		303		176
Director and committee fees		165		226		(61	)
Other noninterest expense		1,302		1,210		92
Total noninterest expense	$	15,184	$	15,394	$	(210	)

Material changes in the components of noninterest expense are discussed below.

Employee Compensation and Benefits. Salaries and employee benefits are the largest component of noninterest expense and include payroll expense, the cost of incentive compensation, benefit plans, health insurance and payroll taxes. Salaries and employee benefits were $8.1 million for the three months ended June 30, 2020, a decrease of $616,000, or 7.1%, compared to $8.7 million for the same period in 2019. The decrease resulted primarily from the effects of deferred origination costs associated with PPP loan originations, as well as a decline in bonus accrual expense during the period, which resulted from cost cutting measures due to the COVID-19 pandemic. The decrease was partially offset by an increase in salary expense due to annual salary adjustments.

Software and Technology Fees. Software and technology fees consist of fees paid to third parties for support of software and technology products. Software support fee expense was $945,000 for the three months ended June 30, 2020, compared to $772,000 for the same period in 2019, an increase of $173,000, or 22.4%. The increase is attributable primarily to new software investments to improve online deposit account opening, further enhance treasury management capabilities and improve connectivity to support remote working and other technology capabilities.

FDIC Insurance Assessment Fees. There were $122,000 of FDIC insurance assessment fees booked in the second quarter of 2020, a decrease of $18,000, or 12.9%, from the $140,000 booked during the three months ended June 30, 2019. The decrease resulted from an FDIC assessment credit of $534,000 that was received in January 2019, which was fully realized during the prior year.

Legal and Professional Fees. Legal and professional fees, which include audit, loan review and regulatory assessments, were $589,000 for the three months ended June 30, 2020, a decrease of $98,000, or 14.3%, compared to $687,000 for the same period in 2019. The decrease was primarily the result of professional recruiting fees paid during the three months ended June 30, 2019 that were not paid during the same period of 2020.

ATM and Debit Card Expense. We pay processing fees related to the activity of our customers’ ATM and debit card usage. ATM and debit card expenses were $479,000 for the three months ended June 30, 2020, an increase of $176,000, or 58.1%, compared to $303,000 for the same period in 2019 as a result of increased ATM and debit card usage by our customers.

Director and Committee Fees. Director and committee fees were $165,000 and $226,000 for the three months ended June 30, 2020 and 2019, respectively, a decrease of $61,000, or 27.0%, primarily due to decreases in bonus accruals for incentive compensation.

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61.

Income Tax Expense

For the three months ended June 30, 2020 and 2019, income tax (benefit) expense totaled ($190,000) and $1.4 million, respectively. Our effective tax rates for the three months ended June 30, 2020 and 2019 were (21.47%) and 18.63%, respectively. The effective tax rates differ from the statutory federal tax rate of 21% for the three months ended June 30, 2020 and 2019, largely due to the effect of COVID-19 on the provision for credit losses recorded during the second quarter of 2020, tax exempt interest income earned on certain investment securities and loans and the nontaxable earnings on bank owned life insurance.

(Continued)

62.

Discussion and Analysis of Financial Condition as of June 30, 2020

Assets

Our total assets increased $348.8 million, or 15.0%, from $2.32 billion as of December 31, 2019 to $2.67 billion as of June 30, 2020. Our asset growth was primarily due to increases in total loans of $251.0 million, cash and cash equivalents of $100.3 million and investment securities of $8.2 million. The increase in loans resulted largely from our participation in the PPP loan program, and the increase in cash and cash equivalents resulted largely from the advance obtained from the FLHB.

Loan Portfolio

Our primary source of income is derived through interest earned on loans to small- to medium-sized businesses, commercial companies, professionals and individuals located in our primary market areas. A substantial portion of our loan portfolio consists of commercial and industrial loans and real estate loans secured by commercial real estate properties located in our primary market areas. Our loan portfolio represents the highest yielding component of our earning asset base.

Our loan portfolio is the largest category of our earning assets. As of June 30, 2020, total loans were $1.96 billion, an increase of $251.0 million, or 14.7%, from the December 31, 2019 balance of $1.71 billion. In addition to these amounts, $7.2 million and $2.4 million in loans were classified as held for sale as of June 30, 2020 and December 31, 2019, respectively.

The increase in gross loans during the second quarter of 2020 included outstanding PPP loan balances of $208.8 million, to 1,908 borrowers, as of June 30, 2020. Excluding the outstanding balance of PPP loans, gross loans increased 2.5%, or $42.2 million, from December 31, 2019, which was primarily due to period-end increases in our mortgage warehouse loan balances.

Total loans, excluding those held for sale, as a percentage of deposits, were 87.3% and 87.2% as of June 30, 2020 and December 31, 2019, respectively. Total loans, excluding those held for sale, as a percentage of total assets, were 73.4% and 73.6% as of June 30, 2020 and December 31, 2019, respectively.

The following table summarizes our loan portfolio by type of loan and dollar change and percentage change from December 31, 2019 to June 30, 2020:

	As of June 30, 2020		As of December 31, 2019		Dollar Change			Percent Change
	(Dollars in thousands)
Commercial and industrial	$	522,248	$	279,583	$	242,665			86.80	%
Real estate:
Construction and development		265,982		280,498		(14,516	)		(5.18	%)
Commercial real estate		606,061		567,360		38,701			6.82	%
Farmland		77,625		57,476		20,149			35.06	%
1-4 family residential		383,590		412,166		(28,576	)		(6.93	%)
Multi-family residential		29,692		37,379		(7,687	)		(20.57	%)
Consumer and overdrafts		53,261		53,574		(313	)		(0.58	%)
Agricultural		18,981		18,359		622			3.39	%
Total loans held for investment	$	1,957,440	$	1,706,395	$	251,045			14.71	%

Total loans held for sale	$	7,194	$	2,368	$	4,826			203.80	%

Nonperforming Assets

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. In general, we place loans on nonaccrual status when they become 90 days past due. We also place loans on nonaccrual status if they are less than 90 days past due if the collection of principal or interest is in doubt. When interest accrual is discontinued, all unpaid accrued interest is reversed from income. Interest income is subsequently recognized only to the

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63.

extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are, in management’s opinion, reasonably assured.

We believe our conservative lending approach and focused management of nonperforming assets has resulted in sound asset quality and timely resolution of problem assets. We have several procedures in place to assist us in maintaining the overall quality of our loan portfolio. We have established underwriting guidelines to be followed by our bankers, and we also monitor our delinquency levels for any negative or adverse trends. There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

We had $14.9 million in nonperforming assets as of June 30, 2020, compared to $12.3 million as of December 31, 2019. We had $14.5 million in nonperforming loans as of June 30, 2020, compared to $11.3 million as of December 31, 2019. The increase in nonperforming loans and assets resulted primarily from one SBA 7(a), partially guaranteed (75%) loan and one commercial loan, both of which were acquired in our June 2018 acquisition of Westbound Bank. To facilitate the workout of the SBA loan, we repurchased the guaranteed portion of the loan from a third party, resulting in an increased book balance of $3.1 million and a total book balance, which remains 75% SBA guaranteed, of $3.9 million. The increased book balance from the SBA loan of $3.1 million, combined with the commercial loan book balance of $1.2 million, comprises $4.3 million of the increase from December 31, 2019, which was partially offset by decreases in smaller dollar loans. Three SBA partially guaranteed loans relating to loans acquired from Westbound Bank, including the $3.1 million repurchased portion, are included in nonaccrual loans at June 30, 2020 and had combined book balances of $8.7 million. These loans were internally identified as problem assets prior to COVID-19 and are properly reserved using our CECL methodology. Management expects these three loans to be resolved in the second half of 2020. Excluding these partially guaranteed SBA loans, non-performing assets as a percentage of total loans at June 30, 2020 would be 0.30%.

The following table presents information regarding nonperforming assets and loans as of:

	June 30, 2020			December 31, 2019
	(Dollars in thousands)
Nonaccrual loans	$	14,480		$	11,262
Accruing loans 90 or more days past due		—			—
Total nonperforming loans		14,480			11,262
Other real estate owned:
Commercial real estate, construction and development, and farmland		105			105
Residential real estate		297			498
Total other real estate owned		402			603
Repossessed assets owned		38			392
Total other assets owned		440			995
Total nonperforming assets	$	14,920		$	12,257
TDR loans - nonaccrual	$	95		$	101
TDR loans - accruing	$	7,216		$	7,240
Ratio of nonperforming loans to total loans⁽¹⁾⁽²⁾		0.74	%		0.66	%
Ratio of nonperforming assets to total assets		0.56	%		0.53	%

(1) Excludes loans held for sale of $7.2 million and $2.4 million as of June 30, 2020 and December 31, 2019, respectively.
(2) Restructured loans on nonaccrual are included in nonaccrual loans, which are a component of nonperforming loans.

The following table presents nonaccrual loans by category as of:

	June 30, 2020		December 31, 2019
Commercial and industrial	$	86	$	46
Real estate:
Construction and development		—		—
Commercial real estate		11,267		6,860
Farmland		297		182
1-4 family residential		2,551		3,853
Multi-family residential		—		—
Consumer and overdrafts		223		279
Agricultural		56		42
Total	$	14,480	$	11,262

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64.

Potential Problem Loans

From a credit risk standpoint, we classify loans in one of five risk ratings: pass, special mention, substandard, doubtful or loss. Within the pass rating, we classify loans into one of the following five subcategories based on perceived credit risk, including repayment capacity and collateral security: superior, excellent, good, acceptable and acceptable/watch. The classifications of loans reflect a judgment about the risks of default and loss associated with the loan. We review the ratings on credits monthly. Ratings are adjusted to reflect the degree of risk and loss that is believed to be inherent in each credit as of each monthly reporting period. Our methodology is structured so that specific ACL allocations are increased in accordance with deterioration in credit quality (and a corresponding increase in risk and loss) or decreased in accordance with improvement in credit quality (and a corresponding decrease in risk and loss).

Credits rated special mention show clear signs of financial weaknesses or deterioration in creditworthiness; however, such concerns are not so pronounced that we generally expect to experience significant loss within the short-term. Such credits typically maintain the ability to perform within standard credit terms and credit exposure is not as prominent as credits with a lower rating.

Credits rated substandard are those in which the normal repayment of principal and interest may be, or has been, jeopardized by reason of adverse trends or developments of a financial, managerial, economic or political nature, or important weaknesses which exist in collateral. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed.

Credits rated as doubtful have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full questionable and there is a high probability of loss based on currently existing facts, conditions and values.

Credits rated as loss are charged-off. We have no expectation of the recovery of any payments in respect of credits rated as loss.

Modified loans that avoided TDR status are not currently required to pay, or are paying with interest only, but they are nevertheless considered performing so long as they are compliant with the terms of their modifications. They will be evaluated for classification, but the existence of a loan modification in accordance with CARES Act does not necessarily result in an adverse classification.

Social distancing, stay-at-home orders and other measures as a result of COVID-19 have particularly affected the restaurant, hospitality, retail commercial real estate (CRE) and energy sectors. Excluding SBA partially guaranteed (75%) loans, the Bank has direct exposure, through total loan commitments and weighted average loan-to-values (LTV), as of June 30, 2020, of $35.8 million and 64.6% weighted average LTV to restaurants, of $61.5 million and 52.17% weighted average LTV to retail CRE and $71.8 million and 56.8% weighted average LTV to hotel/hospitality borrowers. Many of the loans in these sectors have been downgraded to pass-acceptable/watch or special mention risk ratings during the second quarter of 2020. Management will continue to closely monitor these borrowing relationships and work with borrowers to achieve positive outcomes, when necessary.

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65.

The following tables summarize the internal ratings of our performing loans and our nonaccrual loans by category as of:

	June 30, 2020
	Pass		Special Mention		Substandard		Doubtful		Loss		Nonaccrual		Total
	(Dollars in thousands)
Commercial and industrial	$	516,135	$	5,737	$	290	$	—	$	—	$	86	$	522,248
Real estate:
Construction and development		258,342		3,457		4,183		—		—		—		265,982
Commercial real estate		558,105		24,939		11,750		—		—		11,267		606,061
Farmland		77,150		39		139		—		—		297		77,625
1-4 family residential		380,985		54		—		—		—		2,551		383,590
Multi-family residential		29,692		—		—		—		—		—		29,692
Consumer		52,968		70		—		—		—		223		53,261
Agricultural		18,742		56		127		—		—		56		18,981
Total	$	1,892,119	$	34,352	$	16,489	$	—	$	—	$	14,480	$	1,957,440

	December 31, 2019
	Pass		Special Mention		Substandard		Doubtful		Loss		Total
	(Dollars in thousands)
Commercial and industrial	$	279,217	$	153	$	213	$	—	$	—	$	279,583
Real estate:
Construction and development		278,679		600		1,219		—		—		280,498
Commercial real estate		548,662		1,071		17,627		—		—		567,360
Farmland		57,152		91		233		—		—		57,476
1-4 family residential		409,896		1,425		845		—		—		412,166
Multi-family residential		37,379		—		—		—		—		37,379
Consumer		53,327		192		55		—		—		53,574
Agricultural		18,101		126		132		—		—		18,359
Total	$	1,682,413	$	3,658	$	20,324	$	—	$	—	$	1,706,395

Allowance for Credit Losses

We maintain an allowance for credit losses (“ACL”) that represents management’s best estimate of the appropriate level of losses and risks inherent in our applicable financial assets under the current expected credit loss model. The amount of the allowance for credit losses should not be interpreted as an indication that charge-offs in future periods will necessarily occur in those amounts, or at all. The determination of the amount of allowance involves a high degree of judgement and subjectivity. Refer to Note 1 of the notes to the financial statements for discussion regarding our ACL methodologies for loans held for investment and available for sale securities.

For available for sale debt securities in an unrealized loss position, the Company evaluates the securities at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings through provision for credit loss expense. Upon adoption of ASC 326 on January 1, 2020, and as of June 30, 2020, the Company determined that all impaired available for sale securities that experienced a decline in fair value below the amortized costs basis were due to non-credit related factors, therefore no ACL was recorded and there was no provision expense recognized during the six months ended June 30, 2020.

In determining the ACL for loans held for investment, we primarily estimate losses on segments of loans with similar risk characteristics and where the potential loss can be identified and reasonably determined. For loans that do not share similar risk characteristics with our existing segments, they are evaluated individually for an ACL. Our portfolio is segmented by regulatory call report codes, with additional segments for warehouse mortgage loans, SBA loans acquired from Westbound Bank, and SBA loans originated by us. The segments are further disaggregated by internally assigned risk rating classifications. The balance of the ACL is determined using the current expected credit loss model,

(Continued)

66.

which considers historical loan loss rates, changes in the nature of our loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and reasonable and supportable forecasts of the impact of future economic conditions on loan loss rates. Please see “Critical Accounting Policies-Allowance for Credit Losses.”

In connection with the review of our loan portfolio, we consider risk elements attributable to particular loan types or categories in assessing the quality of individual loans. Some of the risk elements we consider include:

•

for commercial and industrial loans, the debt service coverage ratio (income from the business in excess of operating expenses compared to loan repayment requirements), the operating results of the commercial, industrial or professional enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category and the value, nature and marketability of collateral;

•

for commercial mortgage loans and multifamily residential loans, the debt service coverage ratio, operating results of the owner in the case of owner occupied properties, the loan to value ratio, the age and condition of the collateral and the volatility of income, property value and future operating results typical of properties of that type;

•

for 1-4 family residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability, the loan-to-value ratio, and the age, condition and marketability of the collateral; and

•

for construction and development loans, the perceived feasibility of the project including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, experience and ability of the developer and loan to value ratio.

As of June 30, 2020, the allowance for credit losses totaled $34.1 million, or 1.74%, of total loans, excluding those held for sale. As of December 31, 2019, the allowance for loan losses totaled $16.2 million, or 0.95%, of total loans, excluding those held for sale. The increase in the ACL of $17.9 million, or 110.6%, is due to additional qualitative factors considered under our CECL model, and primarily derived from changes in national GDP, Texas unemployment rates and national industry-related CRE trends, all of which are impacted by the effects of COVID-19. Additionally, the ACL increased $4.5 million upon adoption of ASC 326 on January 1, 2020. The $13.5 million provision for credit losses during 2020 was incurred specifically as a result of COVID-19 developments and changes in qualitative risk factor assumptions through June 30, 2020.

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67.

The following table presents, as of and for the periods indicated, an analysis of the allowance for credit losses and other related data:

	As of and for the Six Months Ended June 30,						As of and for the Year Ended December 31,
	2020			2019			2019
	(Dollars in thousands)
Average loans outstanding⁽¹⁾	$	1,793,742		$	1,666,407		$	1,689,108
Gross loans outstanding at end of period⁽²⁾		1,957,440			1,693,847			1,706,395
Allowance for credit losses at beginning of the period		16,202			14,651			14,651
Impact of adopting ASC 326		4,548			—			—
Provision for credit losses		13,500			1,150			1,250
Charge offs:
Commercial and industrial		43			49			86
Real estate:
1-4 family residential		59			6			14
Consumer		80			18			72
Agriculture		18			—			89
Overdrafts		83			92			192
Total charge-offs		283			165			453
Recoveries:
Commercial and industrial		86			12			508
Real estate:
Commercial real estate		—			1			1
1-4 family residential		2			3			3
Consumer		17			67			111
Agriculture		20			—			89
Overdrafts		27			24			42
Total recoveries		152			107			754
Net charge-offs (recoveries)		131			58			(301	)
Allowance for credit losses at end of period	$	34,119		$	15,743		$	16,202
Ratio of allowance to end of period loans⁽²⁾		1.74	%		0.93	%		0.95	%
Ratio of net (recoveries) charge-offs to average loans⁽¹⁾		0.01	%		0.00	%		(0.02	%)

(1) Includes average outstanding balances of loans held for sale of $4.5 million, $1.9 million and $2.4 million for the six months ended June 30, 2020 and 2019, and for the year ended December 31, 2019, respectively.
(2) Excludes loans held for sale of $7.2 million, $4.1 million and $2.4 million for the six months ended June 30, 2020 and 2019, and for the year ended December 31, 2019, respectively.

The ratio of allowance for credit losses to non-performing loans increased from 143.9% at December 31, 2019 to 235.6% at June 30, 2020. Non-performing loans increased to $14.5 million at June 30, 2020, compared to $11.3 million at December 31, 2019, as described in the preceding Nonperforming Assets section of Management’s Discussion and Analysis. The total balance of non-performing loans includes three SBA partially guaranteed loans with combined book balances of $8.7 million as of June 30, 2020 that were acquired from Westbound Bank in June 2018.

Although we believe that we have established our allowance for credit losses in accordance with GAAP and that the allowance for credit losses was adequate to provide for known and inherent losses in the portfolio at all times shown above, future provisions for credit losses will be subject to ongoing evaluations of the risks in our loan portfolio. If our primary market areas experience economic declines, if asset quality deteriorates or if we are successful in growing the size of our loan portfolio, our allowance could become inadequate and material additional provisions for credit losses could be required.

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68.

The following table shows the allocation of the allowance for credit losses among loan categories and certain other information as of the dates indicated. The allocation of the allowance for credit losses as shown in the table should neither be interpreted as an indication of future charge-offs, nor as an indication that charge-offs in future periods will necessarily occur in these amounts or in the indicated proportions. The total allowance is available to absorb losses from any loan category.

	As of June 30, 2020					As of December 31, 2019
	Amount		Percent to Total Loans			Amount		Percent to Total Loans
	(Dollars in thousands)
Commercial and industrial	$	4,136		12.12	%	$	2,056		12.69	%
Real estate:
Construction and development		4,894		14.34	%		2,378		14.68	%
Commercial real estate		15,648		45.86	%		6,853		42.30	%
Farmland		1,250		3.66	%		570		3.52	%
1-4 family residential		6,136		17.98	%		3,125		19.29	%
Multi-family residential		604		1.77	%		409		2.52	%
Total real estate		28,532		83.61	%		13,335		82.31	%
Consumer and overdrafts		982		2.88	%		614		3.79	%
Agricultural		386		1.15	%		197		1.21	%
Unallocated		83		0.24	%		—		—	%
Total allowance for credit losses	$	34,119		100.00	%	$	16,202		100.00	%

Securities

We use our securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements and meet regulatory capital requirements. As of June 30, 2020, the carrying amount of our investment securities totaled $376.4 million, an increase of $8.2 million, or 2.2%, compared to $368.2 million as of December 31, 2019. Investment securities represented 14.1% and 15.9% of total assets as of June 30, 2020 and December 31, 2019, respectively.

Our investment portfolio consists of securities classified as available for sale. During the first quarter of 2020, we transferred all of our investment securities classified as held-to-maturity to available-for-sale in order to provide maximum flexibility to address liquidity and capital needs that may result from COVID-19. We believe these transfers are allowable under existing GAAP due to the isolated, non-recurring and usual events resulting from the pandemic.

As of June 30, 2020, securities available for sale totaled $376.4 million, which includes the transfer of securities from our held to maturity portfolio, as well as purchases of municipal securities during the first quarter of 2020 at a cost of $19.6 million. As of December 31, 2019, securities available for sale and securities held to maturity totaled $212.7 million and $155.5 million, respectively. Held to maturity securities represented 42.2% of our investment portfolio as of December 31, 2019. The carrying values of our investment securities classified as available for sale are adjusted for unrealized gain or loss, and any gain or loss is reported on an after-tax basis as a component of other comprehensive income in shareholders’ equity. As of June 30, 2020, the Company determined that all impaired available for sale securities experienced a decline in fair value below their amortized cost basis due to noncredit-related factors, therefore the Company carried no ACL with respect to our securities portfolio at June 30, 2020.

The following tables summarize the amortized cost and estimated fair value of our investment securities:

	As of June 30, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(Dollars in thousands)
Corporate bonds	$	18,630	$	1,306	$	—	$	19,936
Municipal securities		170,817		10,378		—		181,195
Mortgage-backed securities		89,123		2,699		1		91,821
Collateralized mortgage obligations		80,556		2,876		3		83,429
Total	$	359,126	$	17,259	$	4	$	376,381

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69.

	As of December 31, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(Dollars in thousands)
Corporate bonds	$	19,667	$	592	$	—	$	20,259
Municipal securities		155,196		5,286		11		160,471
Mortgage-backed securities		98,332		748		348		98,732
Collateralized mortgage obligations		92,475		1,256		17		93,714
Total	$	365,670	$	7,882	$	376	$	373,176

We do not hold any Fannie Mae or Freddie Mac preferred stock, collateralized debt obligations, structured investment vehicles or second lien elements in our investment portfolio. As of June 30, 2020 and December 31, 2019, our investment portfolio did not contain any securities that are directly backed by subprime or Alt-A mortgages, non-U.S. agency mortgage-backed securities or corporate collateralized mortgage obligations.

Prior to adoption of ASC 326, management evaluated securities for OTTI at least on a quarterly basis, and more frequently when economic or market conditions warranted such an evaluation. As of December 31, 2019, no OTTI was recorded.

The following tables set forth the fair value of available for sale securities and the amortized cost of held to maturity securities and, maturities and approximated weighted average yield based on estimated annual income divided by the average amortized cost of our securities portfolio as of the dates indicated. The contractual maturity of a mortgage-backed security is the date at which the last underlying mortgage matures.

	As of June 30, 2020
	Within One Year					After One Year but Within Five Years					After Five Years but Within Ten Years					After Ten Years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Total		Yield
	(Dollars in thousands)
Corporate bonds	$	—		—		$	18,850		2.96	%	$	1,086		5.30	%	$	—		—		$	19,936		3.09	%
Municipal securities		6,280		2.67	%		34,909		3.13	%		53,819		3.38	%		86,187		3.19	%		181,195		3.22	%
Mortgage-backed securities		—		—			71,813		2.38	%		20,008		2.90	%		—		—			91,821		2.49	%
Collateralized mortgage obligations		1,212		3.45	%		82,217		2.60	%		—		—			—		—			83,429		2.61	%
Total	$	7,492		2.80	%	$	207,789		2.65	%	$	74,913		3.28	%	$	86,187		3.19	%	$	376,381		2.90	%

	As of December 31, 2019
	Within One Year					After One Year but Within Five Years					After Five Years but Within Ten Years					After Ten Years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Total		Yield
	(Dollars in thousands)
Corporate bonds	$	1,018		2.79	%	$	12,496		2.87	%	$	6,745		3.47	%	$	—		—		$	20,259		3.07	%
Municipal securities		2,189		3.10	%		31,497		3.02	%		39,951		3.40	%		82,127		3.07	%		155,764		3.14	%
Mortgage-backed securities		—		—			55,974		2.45	%		42,573		2.67	%		—		—			98,547		2.54	%
Collateralized mortgage obligations		1,652		3.44	%		91,952		2.70	%		—		—			—		—			93,604		2.72	%
Total	$	4,859		3.15	%	$	191,919		2.69	%	$	89,269		3.05	%	$	82,127		3.07	%	$	368,174		2.87	%

The contractual maturity of mortgage-backed securities and collateralized mortgage obligations is not a reliable indicator of their expected life because borrowers have the right to prepay their obligations at any time. Mortgage-backed securities and collateralized mortgage obligations are typically issued with stated principal amounts and are backed by pools of mortgage loans and other loans with varying maturities. The term of the underlying mortgages and loans may vary significantly due to the ability of a borrower to prepay. Monthly pay downs on mortgage-backed securities typically cause the average life of the securities to be much different than the stated contractual maturity. During a period of increasing interest rates, fixed rate mortgage-backed securities do not tend to experience heavy prepayments of principal, and, consequently, the average life of this security is typically lengthened. If interest rates begin to fall, prepayments may increase, thereby shortening the estimated life of this security. The weighted average life of our investment portfolio was 6.41 years with an estimated effective duration of 3.59 years as of June 30, 2020.

As of June 30, 2020 and December 31, 2019, respectively, we did not own securities of any one issuer, other than the U.S. government and its agencies, for which aggregate adjusted cost exceeded 10.0% of the consolidated shareholders’ equity.

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70.

The average yield of our securities portfolio was 2.90% as of June 30, 2020, up from 2.87% as of December 31, 2019. The improvement in average yields resulted primarily from an increase in municipal securities yields from 3.14% as of December 31, 2019 to 3.22% as of June 30, 2020. As of June 30, 2020, municipal securities and mortgage backed securities comprised 48.1% and 24.4% of the portfolio, respectively. As of December 31, 2019, municipal securities and mortgage backed securities comprised 42.3% and 26.8% of the portfolio, respectively.

Deposits

We offer a variety of deposit products, which have a wide range of interest rates and terms, including demand, savings, money market and time accounts. We rely primarily on competitive pricing policies, convenient locations and personalized service to attract and retain these deposits.

Total deposits as of June 30, 2020 were $2.24 billion, an increase of $285.2 million, or 14.6%, compared to $1.96 billion as of December 31, 2019. The majority of the deposit balance increase was due to the deposit of related PPP funds into demand accounts at the Bank, as well as apparent changes in depositor spending habits during the year resulting from economic and other uncertainties due to COVID-19.

The following table presents the average balances on deposits for the periods indicated:

	For the Six Months Ended June 30, 2020		For the Year Ended December 31, 2019		Dollar Change			Percent Change
	(Dollars in thousands)
NOW and interest-bearing demand accounts	$	284,774	$	264,483	$	20,291			7.67	%
Savings accounts		79,355		71,940		7,415			10.31	%
Money market accounts		618,004		609,741		8,263			1.36	%
Certificates and other time deposits		495,673		514,051		(18,378	)		(3.58	%)
Total interest-bearing deposits		1,477,806		1,460,215		17,591			1.20	%
Noninterest-bearing demand accounts		618,176		500,895		117,281			23.41	%
Total deposits	$	2,095,982	$	1,961,110	$	134,872			6.88	%

The aggregate amount of certificates and other time deposits in denominations of $100,000 or more as of June 30, 2020 and December 31, 2019 was $339.5 million and $387.5 million, respectively.

The scheduled maturities of certificates and other time deposits greater than $100,000 were as follows:

	As of June 30, 2020
	Amount		Weighted Average Interest Rate
	(Dollars in thousands)
Under 3 months	$	130,247		2.13	%
3 to 6 months		55,878		1.58	%
6 to 12 months		96,791		1.34	%
12 to 24 months		39,633		1.51	%
24 to 36 months		10,114		2.05	%
36 to 48 months		4,778		2.60	%
Over 48 months		2,020		1.63	%
Total	$	339,461		1.74	%

Borrowings

We utilize short-term and long-term borrowings to supplement deposits to fund our lending and investment activities, each of which is discussed below.

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71.

Federal Home Loan Bank (FHLB) Advances. The FHLB allows us to borrow on a blanket floating lien status collateralized by certain securities and loans. As of June 30, 2020 and December 31, 2019, total borrowing capacity of $476.0 million and $560.6 million, respectively, was available under this arrangement. Our outstanding FHLB advances mature within 4 years. As of June 30, 2020, approximately $1.34 billion in real estate loans were pledged as collateral for our FHLB borrowings. We utilize these borrowings to meet liquidity needs and to fund certain fixed rate loans in our portfolio.

The following table presents our FHLB borrowings by maturity and weighted average rate as of June 30, 2020:

	Balance		Weighted Average Interest Rate
	(Dollars in thousands)
Less than 90 days	$	41,500		0.38	%
90 days to less than one year		50,110		0.25	%
One to three years		3,000		1.93	%
After three to five years		6,000		1.76	%
After five years		—		—
Total	$	100,610		0.44	%

Federal Reserve Bank of Dallas. The Federal Reserve Bank of Dallas has an available borrower in custody arrangement, which allows us to borrow on a collateralized basis. Certain commercial and industrial and consumer loans are pledged under this arrangement. We maintain this borrowing arrangement to meet liquidity needs pursuant to our contingency funding plan. As of June 30, 2020 and December 31, 2019, $157.8 million and $178.7 million, respectively, were available under this arrangement. As of June 30, 2020 and December 31, 2019, approximately $232.5 million and $178.7 million, respectively, in consumer and commercial and industrial loans were pledged as collateral. As of June 30, 2020 and December 31, 2019, no borrowings were outstanding under this arrangement.

Trust Preferred Securities and Other Debentures. We have issued subordinated debentures relating to the issuance of trust preferred securities. In October 2002, we formed Guaranty (TX) Capital Trust II, which issued $3.0 million in trust preferred securities to a third party in a private placement. Concurrent with the issuance of the trust preferred securities, the trust issued common securities to the Company in the aggregate liquidation value of $93,000. The trust invested the total proceeds from the sale of the trust preferred securities and the common securities in $3.1 million of the Company’s junior subordinated debentures, which will mature on October 30, 2032. In July 2006, we formed Guaranty (TX) Capital Trust III, which issued $2.0 million in trust preferred securities to a third party in a private placement. Concurrent with the issuance of the trust preferred securities, the trust issued common securities to the Company in the aggregate liquidation value of $62,000. The trust invested the total proceeds from the sale of the trust preferred securities and the common securities in $2.1 million of the Company’s junior subordinated debentures, which will mature on October 1, 2036. In March 2015, we acquired DCB Trust I, which issued $5.0 million in trust preferred securities to a third party in a private placement. Concurrent with the issuance of the trust preferred securities, the trust issued common securities to the Company in the aggregate liquidation value of $155,000. The trust invested the total proceeds from the sale of the trust preferred securities and the common securities in $5.2 million of the Company’s junior subordinated debentures, which will mature on June 15, 2037.

With certain exceptions, the amount of the principal and any accrued and unpaid interest on the debentures are subordinated in right of payment to the prior payment in full of all of our senior indebtedness. The terms of the debentures are such that they qualify as Tier 1 capital under the Federal Reserve’s regulatory capital guidelines applicable to bank holding companies. Interest on Trust II Debentures is payable at a variable rate per annum, reset quarterly, equal to 3-month LIBOR plus 3.35%. Interest on the Trust III Debentures was payable at a fixed rate per annum equal to 7.43% until October 1, 2016 and is a variable rate per annum, reset quarterly, equal to 3-month LIBOR plus 1.67%. Interest on the DCB Trust I Debentures is payable at a variable rate per annum, reset quarterly, equal to 3-month LIBOR plus 1.80%. The interest is deferrable on a cumulative basis for up to five consecutive years following a suspension of dividend payments on all other capital stock. No principal payments are due until maturity for each of the debentures.

On any interest payment date on or after (1) June 15, 2012 for the DCB Trust I Debentures, (2) October 30, 2012 for the Trust II Debentures and (3) October 1, 2016 for the Trust III Debentures, and before their respective maturity dates, the debentures are redeemable, in whole or in part, for cash at our option on at least 30, but not more than 60, days’ notice at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the date of redemption.

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72.

In December 2015, the Company issued $5.0 million in debentures, of which $2.5 million were issued to directors and other related parties. As of December 31, 2019, $4.5 million of the debentures had been repaid. The remaining $500,000 debenture was repaid during the second quarter of 2020.

On May 1, 2020, the Company issued $10.0 million in debentures to directors and other related parties. The debentures have stated maturity dates between November 1, 2020 and November 1, 2024, and bear interest at fixed annual rates between 1.00% and 4.00%. The Company pays interest semi-annually on May 1st and November 1st in arrears during the term of the debentures. The debentures are redeemable by the Company at its option, in whole in or part, at any time on or before the due date of any debenture. The redemption price is equal to 100% of the face amount of the debenture redeemed, plus all accrued but unpaid interest.

Other Borrowings. We have historically used a line of credit with a correspondent bank as a source of funding for working capital needs, the payment of dividends when there is a temporary timing difference in cash flows, and repurchases of equity securities. In March 2017, we entered into an unsecured revolving line of credit for $25.0 million, and in March 2020, we renewed that line of credit. The line of credit bears interest at the prime rate of 3.25% and a floor of 3.50%, with quarterly interest payments, and matures in March 2021. As of June 30, 2020, there was a $2.0 million outstanding balance on the line of credit.

Liquidity and Capital Resources

Liquidity

Liquidity involves our ability to raise funds to support asset growth and acquisitions or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate on an ongoing basis and manage unexpected events, such as COVID-19. For the six months ended June 30, 2020 and the year ended December 31, 2019, liquidity needs were primarily met by core deposits, security and loan maturities and amortizing investment and loan portfolios. Although access to purchased funds from correspondent banks and overnight or longer term advances from the FHLB and the Federal Reserve Bank of Dallas are available, and have been utilized on occasion to take advantage of investment opportunities, we do not generally rely on these external funding sources. As of June 30, 2020 and December 31, 2019, we maintained two federal funds lines of credit with commercial banks that provide for the availability to borrow up to an aggregate $60.0 million in federal funds. There were no funds under these lines of credit outstanding as of June 30, 2020 and December 31, 2019. In addition to these federal funds lines of credit, our $25.0 million revolving line of credit discussed above in Other Borrowings provides an additional source of liquidity.

During the quarter, we obtained a six-month advance of $100.0 million from the FHLB at a fixed interest rate of 0.25%, a maturity date of October 13, 2020 and with no prepayment penalty in order to provide additional liquidity for the SBA Paycheck Protection Program. The PPP loans generally self-funded with the proceeds of the loans deposited into noninterest bearing demand accounts at our Bank. As result, the $100.0 million advance was not necessary for liquidity. $50.0 million of the FHLB advance was repaid in June and the remaining $50.0 million repaid in early July 2020.

(Continued)

73.

The following table illustrates, during the periods presented, the composition of our funding sources and the average assets in which those funds are invested as a percentage of average total assets for the period indicated. Average assets were $2.49 billion for the six months ended June 30, 2020 and $2.32 billion for the year ended December 31, 2019.

	For the Six Months Ended June 30, 2020			For the Year Ended December 31, 2019
Sources of Funds:
Deposits:
Noninterest-bearing		24.81	%		21.60	%
Interest-bearing		59.31	%		62.97	%
Advances from FHLB		3.17	%		2.50	%
Line of credit		0.22	%		—
Subordinated debentures		0.57	%		0.51	%
Securities sold under agreements to repurchase		0.62	%		0.47	%
Accrued interest and other liabilities		0.89	%		1.02	%
Shareholders’ equity		10.41	%		10.93	%
Total		100.00	%		100.00	%

Uses of Funds:
Loans		71.02	%		72.16	%
Securities available for sale		12.04	%		9.89	%
Securities held to maturity		2.90	%		6.86	%
Nonmarketable equity securities		0.42	%		0.49	%
Federal funds sold		5.05	%		1.89	%
Interest-bearing deposits in other banks		5.71	%		2.32	%
Other noninterest-earning assets		2.86	%		6.39	%
Total		100.00	%		100.00	%

Average noninterest-bearing deposits to average deposits		29.49	%		25.54	%
Average loans to average deposits		85.58	%		86.13	%

Our primary source of funds is deposits, and our primary use of funds is loans. We do not expect a change in the primary source or use of our funds in the foreseeable future. Our average loans, including average loans held for sale, increased $127.3 million, or 7.6%, for the six months ended June 30, 2020 compared to the same period in 2019. We predominantly invest excess deposits in overnight deposits with our correspondent banks, federal funds sold, securities, interest-bearing deposits at other banks or other short-term liquid investments until needed to fund loan growth.

As of June 30, 2020, we had $287.0 million in outstanding commitments to extend credit and $8.4 million in commitments associated with outstanding standby and commercial letters of credit. As of December 31, 2019, we had $440.7 million in outstanding commitments to extend credit and $9.1 million in commitments associated with outstanding standby and commercial letters of credit. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements.

As of June 30, 2020 and December 31, 2019, we had no exposure to future cash requirements associated with known uncertainties or capital expenditures of a material nature. As of June 30, 2020, we had cash and cash equivalents of $191.0 million, compared to $90.7 million as of December 31, 2019. The increase was primarily due to an increase in federal funds sold of $59.1 million and an increase in interest-bearing deposits of $45.6 million.

Capital Resources

Total shareholders’ equity decreased to $258.9 million as of June 30, 2020, compared to $261.6 million as of December 31, 2019, a decrease of $2.7 million, or 1.0%. The decrease from December 31, 2019 was primarily the result of decreased earnings caused by the increase in provision for credit losses recorded as a result of the COVID-19 pandemic, increases in the purchase of treasury stock, and partially offset by an increase in other comprehensive income for the six months ended June 30, 2020.

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74.

Capital management consists of providing equity and other instruments that qualify as regulatory capital to support current and future operations. Banking regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold. We are subject to certain regulatory capital requirements at the bank holding company and bank levels. As of June 30, 2020 and December 31, 2019, we were in compliance with all applicable regulatory capital requirements at the bank and bank holding company levels, and the Bank was classified as “well capitalized,” for purposes of the prompt corrective action regulations. As we deploy our capital and learn more about the economic impacts of COVID-19, our regulatory capital levels may decrease depending on our level of earnings and provisions for credit losses. However, we expect to closely monitor our loan portfolio, operating expenses and overall capital levels in order to remain in compliance with all regulatory capital standards applicable to us.

The following table presents our regulatory capital ratios as of:

	June 30, 2020					December 31, 2019
	Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
Guaranty Bancshares, Inc.

Total capital (to risk weighted assets)	$	251,243		11.77	%	$	253,793		13.29	%
Tier 1 capital (to risk weighted assets)		224,474		10.52	%		237,591		12.44	%
Tier 1 capital (to average assets)		224,474		8.60	%		237,591		10.29	%
Common equity tier 1 risk-based capital		214,164		10.04	%		227,281		11.90	%

Guaranty Bank & Trust, N.A.

Total capital (to risk weighted assets)	$	265,422		12.44	%	$	249,643		13.07	%
Tier 1 capital (to risk weighted assets)		238,650		11.18	%		233,441		12.22	%
Tier 1 capital (to average assets)		238,650		9.15	%		233,441		10.11	%
Common equity tier 1 risk-based capital		238,650		11.18	%		233,441		12.22	%

Contractual Obligations

The following table summarizes contractual obligations and other commitments to make future payments as of June 30, 2020 (other than non-time deposit obligations), which consist of future cash payments associated with our contractual obligations.

	As of June 30, 2020
	1 year or less		More than 1 year but less than 3 years		3 years or more but less than 5 years		5 years or more		Total
	(Dollars in thousands)
Time deposits	$	372,876	$	70,581	$	11,719	$	—	$	455,176
Advances from FHLB		91,610		3,000		6,000		—		100,610
Subordinated debentures		500		3,500		6,000		10,310		20,310
Operating leases		34		492		250		10,773		11,549
Total	$	465,020	$	77,573	$	23,969	$	21,083	$	587,645

Off-Balance Sheet Items

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in our consolidated balance sheets.

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75.

Our commitments associated with outstanding standby and commercial letters of credit and commitments to extend credit expiring by period as of June 30, 2020 are summarized below. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.

	As of June 30, 2020
	1 year or less		More than 1 year but less than 3 years		3 years or more but less than 5 years		5 years or more		Total
	(Dollars in thousands)
Standby and commercial letters of credit	$	2,884	$	2,039	$	375	$	3,075	$	8,373
Commitments to extend credit		164,275		51,755		17,574		53,382		286,986
Total	$	167,159	$	53,794	$	17,949	$	56,457	$	295,359

Standby and commercial letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. In the event of nonperformance by the customer, we have rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and/or marketable securities. Our credit risk associated with issuing letters of credit is essentially the same as the risk involved in extending loan facilities to our customers. Management evaluated the likelihood of funding the standby and commercial letters of credit as of January 1, 2020, the adoption date of ASC 326, and as of June 30, 2020, and determined the likelihood to be improbable. Therefore, no ACL was recorded for standby and commercial letters of credit as of June 30, 2020.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being fully drawn upon, the total commitment amounts disclosed above do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by us, upon extension of credit, is based on management’s credit evaluation of the customer.

Loan agreements executed in connection with construction loans and commercial lines of credit have standard conditions which must be met prior to the Company being required to provide additional funding, including conditions precedent that typically include: (i) no event of default or potential default has occurred; (ii) that no material adverse events have taken place that would materially affect the borrower or the value of the collateral, (iii) that the borrower remains in compliance with all loan obligations and covenants and has made no misrepresentations; (iv) that the collateral has not been damaged or impaired; (v) that the project remains on budget and in compliance with all laws and regulations; and (vi) that all management agreements, lease agreements and franchise agreements that affect the value of the collateral remain in force. If the conditions precedent have not been met, the Company retains the option to cease current draws and/or future funding. As a result of these conditions within our loan agreements, management believes the credit risk of these off balance sheet items is minimal and we recorded no ACL with respect to these loan agreements upon adoption of ASC 326 or as of June 30, 2020.

Interest Rate Sensitivity and Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our asset liability and funds management policy provides management with the guidelines for effective funds management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We have historically managed our sensitivity position within our established guidelines.

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. We do not enter into instruments such as leveraged derivatives, financial options, financial future contracts or forward delivery contracts for the purpose of reducing interest rate risk. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

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76.

Our exposure to interest rate risk is managed by the asset-liability committee of the Bank, in accordance with policies approved by its board of directors. The committee formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the committee considers the impact on earnings and capital on the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest-earning assets and interest-bearing liabilities and an interest rate shock simulation model.

We use interest rate risk simulation models and shock analyses to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model as are prepayment assumptions, maturity data and call options within the investment portfolio. Average life of non-maturity deposit accounts are based on standard regulatory decay assumptions and are incorporated into the model. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.

On a quarterly basis, we run two simulation models including a static balance sheet and dynamic growth balance sheet. These models test the impact on net interest income and fair value of equity from changes in market interest rates under various scenarios. Under the static and dynamic growth models, rates are shocked instantaneously and ramped rate changes over a twelve-month horizon based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the shape of the yield curve. Our internal policy regarding internal rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net income at risk for the subsequent one-year period should not decline by more than 15.0% for a 100 basis point shift, 20.0% for a 200 basis point shift and 30.0% for a 300 basis point shift.

The following table summarizes the simulated change in net interest income and fair value of equity over a 12-month horizon as of:

	June 30, 2020						December 31, 2019
Change in Interest Rates (Basis Points)	Percent Change in Net Interest Income			Percent Change in Fair Value of Equity			Percent Change in Net Interest Income			Percent Change in Fair Value of Equity
+300		0.92	%		(5.69	)%		0.25	%		(0.85	)%
+200		0.50	%		(1.19	)%		0.30	%		1.17	%
+100		0.23	%		0.91	%		0.14	%		0.93	%
Base		—			—			—			—
-100		(1.35	)%		0.78	%		(1.78	)%		(7.11	)%

The results are primarily due to behavior of demand, money market and savings deposits during such rate fluctuations. We have found that, historically, interest rates on these deposits change more slowly than changes in the discount and federal funds rates. This assumption is incorporated into the simulation model and is generally not fully reflected in a gap analysis. The assumptions incorporated into the model are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various strategies.

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this Report have been prepared in accordance with GAAP. GAAP requires the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or deflation.

Unlike many industrial companies, substantially all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services. However, other operating expenses do reflect general levels of inflation.

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77.

Non-GAAP Financial Measures

Our accounting and reporting policies conform to GAAP and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional financial measures discussed in this Report as being non-GAAP financial measures. We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Report may differ from that of other companies reporting measures with similar names. It is important to understand how other banking organizations calculate their financial measures with names similar to the non-GAAP financial measures we have discussed in this Report when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share. Tangible book value per common share is a non-GAAP measure generally used by investors, financial analysts and investment bankers to evaluate financial institutions. We calculate (1) tangible common equity as total shareholders’ equity, less goodwill, core deposit intangibles and other intangible assets, net of accumulated amortization, and (2) tangible book value per common share as tangible common equity divided by shares of common stock outstanding. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share.

We believe that the tangible book value per common share measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing our tangible book value.

The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible common equity and presents tangible book value per common share compared to book value per common share:

	As of June 30,						As of December 31,
	2020			2019			2019
	(Dollars in thousands, except per share data)
Tangible Common Equity
Total shareholders’ equity	$	258,875		$	250,121		$	261,551
Adjustments:
Goodwill		(32,160	)		(32,160	)		(32,160	)
Core deposit intangible, net		(3,426	)		(4,279	)		(3,853	)
Total tangible common equity	$	223,289		$	213,682		$	225,538
Common shares outstanding⁽¹⁾		11,013,804			11,560,058			11,547,443
Book value per common share	$	23.50		$	21.64		$	22.65
Tangible book value per common share	$	20.27		$	18.48		$	19.53

(1) Excludes the dilutive effect, if any, of 0, 66,202 and 57,093 shares of common stock issuable upon exercise of outstanding stock options as of June 30, 2020, December 31, 2019 and June 30, 2019, respectively.

Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by investors, financial analysts and investment bankers to evaluate financial institutions. We calculate tangible common equity, as described above, and tangible assets as total assets less goodwill, core deposit intangibles and other intangible assets, net of accumulated amortization. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common shareholders’ equity to total assets.

We believe that this measure is important to many investors in the marketplace who are interested in the relative changes from period to period of tangible common equity to tangible assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total shareholders’ equity and assets while not increasing our tangible common equity or tangible assets.

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78.

The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible common equity and total assets to tangible assets:

	As of June 30, 2020			As of December 31, 2019
	(Dollars in thousands)
Tangible Common Equity
Total shareholders’ equity	$	258,875		$	261,551
Adjustments:
Goodwill		(32,160	)		(32,160	)
Core deposit intangible, net		(3,426	)		(3,853	)
Total tangible common equity	$	223,289		$	225,538
Tangible Assets
Total assets	$	2,667,195		$	2,318,444
Adjustments:
Goodwill		(32,160	)		(32,160	)
Core deposit intangible, net		(3,426	)		(3,853	)
Total tangible assets	$	2,631,609		$	2,282,431

Total Shareholders' Equity to Total Assets		9.71	%		11.28	%
Tangible Common Equity to Tangible Assets		8.48	%		9.88	%

The following tables reconcile, as of and for the dates set forth below, various metrics impacted by the effects of COVID-19 on reported data.

Net Core Earnings and Net Core Earnings per Common Share

	Quarter Ended
	2020					2019
	June 30			March 31		December 31		September 30		June 30
Net earnings	$	1,075		$	6,278	$	7,369	$	7,530	$	6,043
Adjustments:
Provision for credit losses		12,100			1,400		—		100		575
Income tax (benefit) provision		(190	)		1,445		1,573		1,634		1,384
PPP loans, including fees		(2,540	)		—		—		—		—
Net interest expense on PPP-related borrowings		31			—		—		—		—
PPP-related deferred costs		(838	)		—		—		—		—
Net core earnings	$	9,638		$	9,123	$	8,942	$	9,264	$	8,002

Weighted-average common shares outstanding, basic		11,025,924			11,432,391		11,533,849		11,550,335		11,659,513
Earnings per common share, basic	$	0.10		$	0.55	$	0.64	$	0.65	$	0.52
Net core earnings per common share, basic		0.87			0.80		0.78		0.80		0.69

Net Core Earnings to Average Assets, as Adjusted, and Average Equity

	Quarter Ended
	2020					2019
	June 30			March 31		December 31		September 30		June 30
Net core earnings	$	9,638		$	9,123	$	8,942	$	9,264	$	8,002
Total average assets	$	2,657,609		$	2,325,618	$	2,341,766	$	2,328,603	$	2,314,628
Adjustments:
PPP loan average balance		(163,184	)		—		—		—		—
Excess fed funds sold due to PPP-related borrowings		(84,066	)		—		—		—		—
Total average assets, adjusted	$	2,410,359		$	2,325,618	$	2,341,766	$	2,328,603	$	2,314,628
Net core earnings to average assets, as adjusted (annualized)		1.61			1.56		1.51		1.58		1.39
Total average equity	$	258,225		$	251,159	$	260,160	$	254,788	$	240,401
Net core earnings to average equity (annualized)		15.01			14.45		13.64		14.43		13.35

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79.

Total Interest-Earning Assets and Borrowings, net of PPP Effects

	For the Three Months Ended June 30, 2020									For the Six Months Ended June 30, 2020
	Average Outstanding Balance			Interest Earned/ Interest Paid			Average Yield/ Rate			Average Outstanding Balance			Interest Earned/ Interest Paid			Average Yield/ Rate
Total interest-earnings assets	$	2,486,636		$	26,581			4.30	%	$	2,318,947		$	51,833			4.49	%
Adjustments:
PPP loan average balance and net fees⁽¹⁾		(163,184	)		(2,540	)		6.26			(81,592	)		(2,540	)		6.26
Excess fed funds sold due to PPP-related borrowings		(84,066	)		(21	)		0.10			(42,033	)		(21	)		0.10
Total interest-earnings assets, net of PPP effects	$	2,239,386		$	24,020			4.31	%	$	2,195,322		$	49,272			4.51	%

Total advances from FHLB and fed funds purchased		134,677			123			0.37			78,957			205			0.52
Interest expense adjustment:
PPP-related borrowings		(84,066	)		(52	)		0.25			(42,033	)		(52	)		0.25
Total advances from FHLB and fed funds purchased, net of PPP effects	$	50,611		$	71			0.56	%	$	36,924		$	153			0.83	%

(1) Interest earned consists of interest income of $407,000 and net origination fees recognized of $2.1 million for the three and six months ended June 30, 2020.

Net Interest Income and Net Interest Margin, Net of PPP Effects

	For the Three Months Ended June 30, 2020								For the Six Months Ended June 30, 2020
	Average Outstanding Balance		Interest Earned/ Interest Paid			Average Yield/ Rate			Average Outstanding Balance		Interest Earned/ Interest Paid			Average Yield/ Rate
Net interest income			$	23,182							$	43,751
Adjustments:
PPP-related interest income				(407	)							(407	)
PPP-related net origination fees				(2,133	)							(2,133	)
Excess fed funds sold due to PPP-related borrowings				(21	)							(21	)
PPP-related borrowings				52								52
Net interest income, net of PPP effects			$	20,673							$	41,242

Total interest-earnings assets	$	2,486,636							$	2,318,947
Total interest-earnings assets, net of PPP effects		2,239,386								2,195,322

Net interest margin							3.75	%							3.79	%
Net interest margin, net of PPP effects							3.71								3.78

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80.

Allowance to Total Loans, as Adjusted

	Quarter Ended
	2020						2019
	June 30			March 31			December 31			September 30			June 30
LOAN PORTFOLIO
Total loans	$	1,957,440		$	1,718,353		$	1,706,395		$	1,736,439		$	1,693,847
Adjustments:
PPP loans balance		(208,793	)		—			—			—			—
Total loans, adjusted	$	1,748,647		$	1,718,353		$	1,706,395		$	1,736,439		$	1,693,847

ALLOWANCE FOR CREDIT LOSSES
Balance at beginning of period	$	21,948		$	20,750		$	16,394		$	15,743		$	15,190
Loans charged-off		(59	)		(224	)		(221	)		(67	)		(87	)
Recoveries		130			22			29			618			65
Provision for credit loss expense		12,100			1,400			—			100			575
Balance at end of period	$	34,119		$	21,948		$	16,202		$	16,394		$	15,743

Allowance for credit losses / period-end loans		1.74	%		1.28	%		0.95	%		0.94	%		0.93	%
Allowance for credit losses / period-end loans, as adjusted		1.95	%		1.28	%		0.95	%		0.94	%		0.93	%

Nonperforming Assets to Total Loans, as Adjusted

	Quarter Ended
	2020						2019
	June 30			March 31			December 31			September 30			June 30
Total non-performing assets	$	14,920		$	17,129		$	12,257		$	11,932		$	10,792

Total loans⁽¹⁾⁽²⁾	$	1,957,440		$	1,718,353		$	1,706,395		$	1,736,439		$	1,693,847
Adjustments:
PPP loans balance		(208,793	)		—			—			—			—
Total loans, adjusted⁽¹⁾⁽²⁾	$	1,748,647		$	1,718,353		$	1,706,395		$	1,736,439		$	1,693,847

Non-performing assets as a percentage of:
Total loans⁽¹⁾⁽²⁾		0.76	%		1.00	%		0.72	%		0.69	%		0.64	%
Total loans, as adjusted⁽¹⁾⁽²⁾		0.85	%		1.00	%		0.72	%		0.69	%		0.64	%

(1) Excludes outstanding balances of loans held for sale of $7.2 million, $4.0 million, $2.4 million, $3.8 million, and $4.1 million as of June 30 and March 31, 2020 and December 31, September 30, and June 30, 2019, respectively.
(2) Excludes deferred loan fees of $4.1 million, $456,000, $601,000, $550,000, and $601,000 as of June 30 and March 31, 2020 and December 31, September 30, and June 30, 2019, respectively.

Cautionary Notice Regarding Forward-Looking Statements

This Report, our other filings with the SEC, and other press releases, documents, reports and announcements that we make, issue or publish may contain statements that we believe are “forward-looking statements” within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance, including our future revenues, income, expenses, provision for taxes, effective tax rate, earnings per share and cash flows, our future capital expenditures and dividends, our future financial condition and changes therein, including changes in our loan portfolio and allowance for credit losses, our future capital structure or changes therein, the plan and objectives of management for future operations, our future or proposed acquisitions, the future or expected effect of acquisitions on our operations, results of the operations and financial condition, our future economic performance and the statements of the assumptions underlying any such statement. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that

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81.

the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

•

the impact of COVID-19 on our business, including the impact of the actions taken by federal, state and local governmental authorities in response to COVID-19 (including, without limitation, interest rate policy, restrictions on the operation of businesses, the CARES Act and any other economic stimulus and recovery measures), and the resulting effect of all such items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers;

•

our ability to prudently manage our growth and execute our strategy;

•

risks associated with our acquisition and de novo branching strategy;

•

business and economic conditions generally and in the financial services industry, nationally and within our primary Texas markets;

•

concentration of our business within our geographic areas of operation in Texas;

•

deterioration of our asset quality and higher loan charge-offs;

•

changes in the value of collateral securing our loans;

•

inaccuracies in the assumptions and estimate we make in establishing the allowance for credit losses reserve and other estimates;

•

changes in management personnel and our ability to attract, motivate and retain qualified personnel;

•

liquidity risks associated with our business;

•

interest rate risk associated with our business that could decrease net interest income;

•

our ability to maintain important deposit customer relationships and our reputation;

•

operational risks associated with our business;

•

volatility and direction of market interest rates;

•

change in regulatory requirements to maintain minimum capital levels;

•

increased competition in the financial services industry, particularly from regional and national institutions;

•

institution and outcome of litigation and other legal proceeding against us or to which we become subject;

•

changes in the laws, rules, regulations, interpretations or policies relating to financial institution, accounting, tax, trade, monetary and fiscal matters;

•

further government intervention in the U.S. financial system;

•

changes in the scope and cost of FDIC insurance and other coverage;

•

natural disasters and adverse weather, acts of terrorism (including cyberattacks), an outbreak of hostilities or public health outbreaks (such as COVID-19), or other international or domestic calamities, and other matters beyond our control;

•

risks that the financial institutions we may acquire or de novo branches we may open will not be integrated successfully, or the integrations may be more time consuming or costly than expected;

•

technology related changes are difficult to make or are more expensive than expected; and

•

the other factors that are described under the caption “Risk Factors” or referenced in this report, our Annual Report on Form 10-K for the year ended December 31, 2019, and other risks included in the Company’s filings with the SEC.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company manages market risk, which, as a financial institution is primarily interest rate volatility, through the Asset-Liability Committee of the Bank, in accordance with policies approved by its board of directors. The Company uses an interest rate risk simulation model and shock analysis to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. See “Management’s Discussion and

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82.

Analysis of Financial Condition and Results of Operations-Interest Rate Sensitivity and Market Risk” herein for a discussion of how we manage market risk.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures:

As of the end of the period covered by this Report, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of the end of the period covered by this Report.

Changes in internal control over financial reporting:

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

(Continued)

83.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is from time to time subject to claims and litigation arising in the ordinary course of business. These claims and litigation may include, among other things, allegations of violation of banking and other applicable regulations, competition law, labor laws and consumer protection laws, as well as claims or litigation relating to intellectual property, securities, breach of contract and tort. The Company intends to defend itself vigorously against any pending or future claims and litigation.

At this time, in the opinion of management, the likelihood is remote that the impact of such proceedings, either individually or in the aggregate, would have a material adverse effect on the Company’s combined results of operations, financial condition or cash flows. However, one or more unfavorable outcomes in any claim or litigation against the Company could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may materially adversely affect the Company’s reputation, even if resolved in the Company’s favor.

Item 1A. Risk Factors

In evaluating an investment in the Company’s common stock, investors should consider carefully, among other things, the risk factors previously disclosed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and other risks included in the Company’s filings with the SEC. The Company’s business could be harmed by any of these risks. The trading price of the Company’s common stock could decline due to any of these risks, and you may lose all or part of your investment. There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, with the exception of:

The novel coronavirus disease 2019 (“COVID-19”) pandemic is adversely affecting us and our customers, employees and third-party service providers, and the adverse impacts on our business, financial position, operations and prospects could be significant.

The spread of COVID-19 has created a global public health crisis that has resulted in unprecedented uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States and globally. Governmental responses to the pandemic have included orders closing businesses not deemed essential and directing individuals to restrict their movements, observe social distancing and shelter in place. These actions, together with responses to the pandemic by businesses and individuals, have resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses that have led to loss of revenues and a rapid increase in unemployment, material decreases in oil and gas prices and in business valuations, disrupted global supply chains, market downturns and volatility, changes in consumer behavior related to pandemic fears, related emergency response legislation and an expectation that Federal Reserve policy will maintain a low interest rate environment for the foreseeable future. These changes have a significant adverse effect on the markets in which we conduct our business and the demand for our products and services.

Business and consumer customers of the Bank are experiencing varying degrees of financial distress, which is expected to increase over coming months and will likely adversely affect their ability to timely pay interest and principal on their loans and the value of the collateral securing their obligations. This in turn has influenced the recognition of credit losses in our loan portfolios and has increased our allowance for credit losses, particularly as businesses remain closed and as more customers are expected to draw on their lines of credit or seek additional loans to help finance their businesses. Disruptions to our customers' businesses could also result in declines in, among other things, wealth management revenue. These developments as a consequence of the pandemic are materially impacting our business and the businesses of our customers and are expected to have a material adverse effect on our financial results for 2020, as evidenced by our first quarter results.

In order to protect the health of our customers and employees, and to comply with applicable government directives, we have modified our business practices, including restricting employee travel, directing employees to work from home insofar as is possible, cancelling in-person meetings and implementing our business continuity plans and protocols to the extent necessary. We may take further such actions that we determine are in the best interest of our employees, customers and communities or as may be required by government order. These actions in response to the COVID-19 pandemic, and similar actions by our vendors and business partners, have not materially impaired our ability to support our employees, conduct our business and serve our customers, but there is no assurance that these actions will be sufficient to successfully mitigate the risks presented by COVID-19 or that our ability to operate will not be materially

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84.

affected going forward. For instance, our business operations may be disrupted if key personnel or significant portions of our employees are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the COVID-19 pandemic. Similarly, if any of our vendors or business partners become unable to continue to provide their products and services, which we rely upon to maintain our day-to-day operations, our ability to serve our customers could be impacted.

COVID-19 does not yet appear to be contained and could affect significantly more households and businesses. Given the ongoing and dynamic nature of the circumstances, it is not possible to accurately predict the extent, severity or duration of these conditions or when normal economic and operating conditions will resume. For this reason, the extent to which the COVID-19 pandemic affects our business, operations and financial condition, as well as our regulatory capital and liquidity ratios and credit ratings, is highly uncertain and unpredictable and depends on, among other things, new information that may emerge concerning the scope, duration and severity of the COVID-19 pandemic and actions taken by governmental authorities and other parties in response to the pandemic. If the pandemic is prolonged, the adverse impact on the markets in which we operate and on our business, operations and financial condition could deepen.

As a result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity and results of operations:

•

Demand for our products and services may decline, making it difficult to grow assets and income.

•

If the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income.

•

Collateral for loans, especially real estate, may decline in value, which could cause credit losses to increase.

•

Our allowance for credit losses may have to be increased if borrowers experience financial difficulties beyond any applicable modification periods, which will adversely affect our net income.

•

The net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

•

As the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income.

•

A material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend.

•

Our trust and wealth management revenues may decline with continuing market turmoil.

•

A prolonged weakness in economic conditions resulting in a reduction of future projected earnings could result in our recording a valuation allowance against our current outstanding deferred tax assets.

•

We rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us.

•

Federal Deposit Insurance Corporation premiums may increase and the agency experiences additional resolution costs.

•

We may be subject to litigation as a result of our participation in PPP, or changes in the terms of the program or in the forgiveness or guaranty processes may adversely affect our net income.

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85.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In In June 2019, the Company announced the adoption a stock repurchase program that authorized the repurchase of up to 500,000 shares of the Company’s common stock. On March 13, 2020, the Company announced the termination of that stock repurchase program and the adoption of a new stock repurchase program that authorized the repurchase of up to 1,000,000 shares of the Company common stock. The stock repurchase program will be effective until the earlier of March 13, 2022, or the date all shares authorized for repurchase under the program have been repurchased, unless shortened or extended by the board of directors. All repurchases shown in the table below were made pursuant to these stock repurchase programs in open market purchases, privately negotiated transactions or other means.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April, 2020		114,752	$	23.19		114,752		928,391
May, 2020		—	$	—		—		928,391
June, 2020		—	$	—		—		928,391
Total		114,752				114,752

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

(Continued)

86.

Item 6. Exhibits

Exhibit Number		Description of Exhibit

3.1		Amended and Restated Certificate of Formation of Guaranty Bancshares, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed May 1, 2017 (File No. 333-217176)).

3.2		Amended and Restated Bylaws of Guaranty Bancshares, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed April 6, 2017 (File No. 333-217176)).

4.1		Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on April 6, 2017, file number 333-217176).

		The other instruments defining the rights of the long-term debt securities of Guaranty Bancshares, Inc. and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. Guaranty Bancshares, Inc. hereby agrees to furnish copies of these instruments to the SEC upon request.

10.1		Renewal Revolving Promissory Note between Guaranty Bancshares, Inc. and Frost Bank, dated March 31, 2020 (incorporated by reference to Exhibit 10.2 to Guaranty Bancshares, Inc.'s Current Report on Form 8-K filed with the SEC on April 2, 2020, file number 001-38087).

10.2		Loan Agreement between Guaranty Bancshares, Inc. and Frost Bank, dated March 31, 2017, as amended (incorporated by reference to Exhibit 10.1 to Guaranty Bancshares, Inc.'s Current Report on Form 8-K filed with the SEC on April 2, 2020, file number 001-38087).

31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

______________________________

* Filed with this Quarterly Report on Form 10-Q

** Furnished with this Quarterly Report on Form 10-Q

(Continued)

87.

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.

		GUARANTY BANCSHARES, INC.
		(Registrant)

Date: August 7, 2020		/s/ Tyson T. Abston
		Tyson T. Abston
		Chairman of the Board & Chief Executive Officer

Date: August 7, 2020		/s/ Clifton A. Payne
		Clifton A. Payne
		Chief Financial Officer & Director

88.