Attached files

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10-K - GUARANTY FEDERAL BANCSHARES, INC. 10-K 12-31-2010 - GUARANTY FEDERAL BANCSHARES INCform10-k.htm
EX-23 - EXHIBIT 23 - GUARANTY FEDERAL BANCSHARES INCex23.htm
EX-32.2 - EXHIBIT 32.2 - GUARANTY FEDERAL BANCSHARES INCex32_2.htm
EX-32.1 - EXHIBIT 32.1 - GUARANTY FEDERAL BANCSHARES INCex32_1.htm
EX-31.1 - EXHIBIT 31(I).1 - GUARANTY FEDERAL BANCSHARES INCex31i_1.htm
EX-31.2 - EXHIBIT 31(I).2 - GUARANTY FEDERAL BANCSHARES INCex31i_2.htm
EX-99.1 - EXHIBIT 99.1 - GUARANTY FEDERAL BANCSHARES INCex99_1.htm
EX-99.2 - EXHIBIT 99.2 - GUARANTY FEDERAL BANCSHARES INCex99_2.htm

Exhibit 13
 
Guaranty Federal Bancshares, Inc.
2010 Annual Report


   
Investor Information
 
 
 
 
Contents
 
1  Investor Information
 
2  Common Stock Prices & Dividends
 
4  Selected Consolidated Financial and Other Data
 
5      Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
17    Consolidated Financial Statements
 
51    Report of Independent Registered Public Accounting Firm
 
52   Directors and Officers
 
 
ANNUAL MEETING OF STOCKHOLDERS:
The Annual Meeting of Stockholders of the Company will be held Wednesday, May 25, 2011 at 6:00 p.m., local time, at the Guaranty Bank Operations Center, 1414 W. Elfindale, Springfield, Missouri.
 
ANNUAL REPORT ON FORM 10-K:
Copies of the Company’s Annual Report on Form 10-K, including the financial statements, filed with the Securities and Exchange Commission are available without charge upon written request to:
Lorene Thomas, Secretary
Guaranty Federal Bancshares, Inc.,
1341 W. Battlefield St., Springfield, MO  65807-4181
 
TRANSFER AGENT:
Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ  07016
 
STOCK TRADING INFORMATION:
Symbol: GFED
 
SPECIAL LEGAL COUNSEL:
Husch Blackwell LLP
901 St. Louis St., Suite 1900
Springfield, MO  65806
 
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:
BKD, LLP
910 St. Louis St.
PO Box 1190
Springfield, MO  65801-1190
 
STOCKHOLDER AND FINANCIAL INFORMATION:
Carter Peters,
Executive Vice President, Chief Financial Officer
417-520-4333
 
 
1

 

Guaranty Federal Bancshares, Inc.
2010 Annual Report

 
Common Stock Prices & Dividends
   
 
The common stock of Guaranty Federal Bancshares, Inc. (the “Company”) is listed for trading on the NASDAQ Global Market under the symbol “GFED”.  As of March 7, 2011, there were approximately 1,054 holders of shares of the Company’s common stock.  At that date the Company had 6,779,800 shares of common stock issued and 2,660,087 shares of common stock outstanding.
 
During the years ended December 31, 2010 and 2009, the Company did not declare a cash dividend.  Any future dividends will be at the discretion of the Company’s Board of Directors and will depend on, among other things, the Company’s results of operations, cash requirements and surplus, financial condition, regulatory limitations and other factors that the Company’s Board of Directors may consider relevant.
 
The table below reflects the range of common stock high and low closing prices per the NASDAQ Global Market by quarter for the years ended December 31, 2010 and 2009.

   
Year ended
   
Year ended
 
   
December 31, 2010
   
December 31, 2009
 
   
High
   
Low
   
High
   
Low
 
Quarter ended:
                       
March 31
  $ 5.85       5.08     $ 5.95       3.85  
June 30
    6.50       5.30       7.50       4.61  
September 30
    6.31       5.15       7.00       5.05  
December 31
    5.18       4.30       6.74       5.04  
 
 
2

 

Guaranty Federal Bancshares, Inc.
2010 Annual Report

 
Set forth below is a stock performance graph comparing the cumulative total shareholder return on the Common Stock with (a) the cumulative total stockholder return on stocks included in The Nasdaq – Total U.S. Index and (b) the cumulative total stockholder return on stocks included in The Nasdaq Bank Index.  All three investment comparisons assume the investment of $100 as of the close of business on December 31, 2005 and the hypothetical value of that investment as of the Company’s fiscal years ended December 31, 2006, 2007, 2008, 2009, and 2010, assuming that all dividends were reinvested.  The graph reflects the historical performance of the Common Stock, and, as a result, may not be indicative of possible future performance of the Common Stock.  The data used to compile this graph was obtained from NASDAQ.
 

       
   
Period Ending
 
Index
 
12/31/2005
   
12/31/2006
   
12/31/2007
   
12/31/2008
   
12/31/2009
   
12/31/2010
 
Guaranty Federal Bancshares, Inc.
    100       102.9       102.94       19.03       18.21       17.22  
NASDAQ - Total US
    100       109.52       120.27       71.51       102.89       120.29  
NASDAQ Bank Index
    100       111.01       86.51       65.81       53.63       60.01  
 
 
3

 

Guaranty Federal Bancshares, Inc.
Selected Consolidated Financial and Other Data

The following tables include certain information concerning the financial position and results of operations of Guaranty Federal Bancshares, Inc. (including consolidated data from operations of Guaranty Bank) as of the dates indicated.  Dollar amounts are expressed in thousands except per share data.
 
Summary Balance Sheets
 
As of December 31,
 
   
2010
   
2009
   
2008
   
2007
   
2006
 
ASSETS
                             
Cash and cash equivalents
  $ 14,145     $ 33,017     $ 15,097     $ 12,046     $ 14,881  
Investments and interest-bearing deposits
    109,891       119,693       66,062       15,385       8,669  
Loans receivable, net
    504,665       528,503       558,327       516,242       480,269  
Accrued interest receivable
    2,670       2,671       2,632       3,323       2,910  
Prepaids and other assets
    18,982       25,249       16,573       8,613       10,075  
Foreclosed assets
    10,540       6,760       5,655       727       173  
Premises and equipment
    11,325       11,818       11,324       9,442       7,868  
Bank owned life insurance
    10,450       10,069       -       -       -  
    $ 682,668     $ 737,780     $ 675,670     $ 565,778     $ 524,845  
LIABILITIES
                                       
Deposits
  $ 480,694     $ 513,051     $ 447,079     $ 418,191     $ 352,230  
Federal Home Loan Bank advances
    93,050       116,050       132,436       76,086       108,000  
Securities sold under agreements to repurchase
    39,750       39,750       39,750       9,849       1,703  
Subordinated debentures
    15,465       15,465       15,465       15,465       15,465  
Other liabilities
    1,668       2,053       3,627       3,500       2,548  
      630,627       686,369       638,357       523,091       479,946  
                                         
STOCKHOLDERS' EQUITY
    52,041       51,411       37,313       42,687       44,899  
    $ 682,668     $ 737,780     $ 675,670     $ 565,778     $ 524,845  
 
Summary Statements of Operations
 
Years ended December 31,
 
   
2010
   
2009
   
2008
   
2007
   
2006
 
                               
Interest income
  $ 32,331     $ 33,873     $ 36,363     $ 37,972     $ 35,204  
Interest expense
    14,807       20,527       19,524       20,519       17,386  
Net interest income
    17,524       13,346       16,839       17,453       17,818  
Provision for loan losses
    5,200       6,900       14,744       840       750  
Net interest income after provision for loan losses
    12,324       6,446       2,095       16,613       17,068  
Noninterest income
    4,350       4,288       2,316       4,729       3,660  
Noninterest expense
    15,049       14,710       12,760       11,842       10,177  
Income (loss) before income taxes
    1,625       (3,976 )     (8,349 )     9,500       10,551  
Provision (credit) for income taxes
    494       (1,635 )     (2,989 )     3,400       4,042  
                                         
Net income (loss)
  $ 1,131     $ (2,341 )   $ (5,360 )   $ 6,100     $ 6,509  
Preferred stock dividends and discount accretion
    1,126       1,032       -       -       -  
Net income (loss) available to common shareholders
  $ 5     $ (3,373 )   $ (5,360 )   $ 6,100     $ 6,509  
                                         
Basic income (loss) per common share
  $ -     $ (1.29 )   $ (2.06 )   $ 2.25     $ 2.34  
Diluted income (loss) per common share
  $ -     $ (1.29 )   $ (2.06 )   $ 2.19     $ 2.25  
 
 
4

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

Guaranty Federal Bancshares, Inc. (the “Company”) is a Delaware corporation organized on December 30, 1997 that operates as a one-bank holding company. Guaranty Bank (the “Bank”) is a wholly-owned subsidiary of the Company.
 
The primary activity of the Company is to oversee its investment in the Bank.  The Company engages in few other activities, and the Company has no significant assets other than its investment in the Bank.  For this reason, unless otherwise specified, references to the Company include the operations of the Bank.  The Company’s principal business consists of attracting deposits from the general public and using such deposits to originate multi-family, construction and commercial real estate loans, mortgage loans secured by one- to four-family residences, and consumer and business loans.  The Company also uses these funds to purchase government sponsored mortgage-backed securities, US government and agency obligations, and other permissible securities.  When cash outflows exceed inflows, the Company uses borrowings and brokered deposits as additional financing sources.

The Company derives revenues principally from interest earned on loans and investments and, to a lesser extent, from fees charged for services.  General economic conditions and policies of the financial institution regulatory agencies, including the Missouri Division of Finance and the Federal Deposit Insurance Corporation (“FDIC”) significantly influence the Company’s operations.  Interest rates on competing investments and general market interest rates influence the Company’s cost of funds.  Lending activities are affected by the interest rates at which such financing may be offered.  The Company intends to focus on commercial, one- to four-family residential and consumer lending throughout southwestern Missouri.

The Company has two wholly-owned subsidiaries other than the Bank, its principal subsidiary: (i) Guaranty Statutory Trust I, a Delaware statutory trust; and (ii) Guaranty Statutory Trust II, a Delaware statutory trust.  These Trusts were formed in December 2005 for the exclusive purpose of issuing trust preferred securities to acquire junior subordinated debentures issued by the Company.  The Company’s banking operation conducted through the Bank is the Company’s only reportable segment.  See also the discussion contained in the section captioned “Segment Information” in Note 1 of the Notes to Consolidated Financial Statements in this report.

The discussion set forth below, and in any other portion of this report, may contain forward-looking statements. Such statements are based upon the information currently available to management of the Company and management’s perception thereof as of the date of this report.  When used in this document, words such as “anticipates,” “estimates,” “believes,” “expects,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.  Such statements are subject to risks and uncertainties.  Actual results of the Company’s operations could materially differ from those forward-looking comments. The differences could be caused by a number of factors or combination of factors including, but not limited to: changes in demand for banking services; changes in portfolio composition; changes in management strategy; increased competition from both bank and non-bank companies; changes in the general level of interest rates; and other factors set forth in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time including the risk factors of the Company set forth in Item 1A. of the Company’s Form 10-K.

FINANCIAL CONDITION

From December 31, 2009 to December 31, 2010, the Company’s total assets decreased $55,111,732 (7%) to $682,668,120, liabilities decreased $55,741,865 (8%) to $630,627,354, and stockholders' equity increased $630,133 (1%) to $52,040,766.  The ratio of stockholders’ equity to total assets increased to 7.6% during this period, compared to 7.0% as of December 31, 2009.

From December 31, 2009 to December 31, 2010, cash and cash equivalents decreased $18,871,368 (57%) to $14,145,329 and interest-bearing deposits decreased $3,775,802 (23%) to $12,785,000.

From December 31, 2009 to December 31, 2010, available-for-sale securities decreased $5,814,598 (6%). The decrease is primarily due to maturities and principal payments exceeding purchases for 2010. Gains on sales of investment securities decreased $414,644 (60%) to $275,125 for the year ended December 31, 2010. 
 
From December 31, 2009 to December 31, 2010, held-to-maturity securities decreased $211,827 (45%) to $260,956 due to principal repayments received during the year. Stock of the Federal Home Loan Bank of Des Moines (“FHLB”) was decreased by $951,400 (16%) to $5,025,200 due to lower stock requirements necessary from the reduction in FHLB advances. 

 
5

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

From December 31, 2009 to December 31, 2010, net loans receivable decreased by $23,057,668 (4%) to $501,980,385.  During this period, permanent loans secured by both owner and non-owner occupied one to four unit residential real estate decreased $5,069,537 (5%), multi-family permanent loans increased $8,233,793 (23%), construction loans decreased $12,082,642 (16%), permanent loans secured by commercial real estate decreased $837,639 (1%), commercial loans decreased $7,106,355 (8%), and installment loans decreased $7,142,154 (23%).

As of December 31, 2010, management identified loans totaling $27,211,000 as impaired with a related allowance for loan losses of $6,026,000.    Impaired loans decreased by $12,484,123 during 2010, compared to the balance of $40,009,123 at December 31, 2009.

From December 31, 2009 to December 31, 2010, the allowance for loan losses decreased $993,420 to $13,082,703.  In addition to the provision for loan loss of $5,200,000 recorded by the Company during the year ended December 31, 2010, loan charge-offs of specific loans (classified as nonperforming at December 31, 2009) exceeded recoveries by $6,193,420 for the twelve months ended December 31, 2010. Also, the Company experienced a significant decline in loan balances during fiscal year 2010 that has reduced allowance for loan loss reserve requirements. The allowance for loan losses as of December 31, 2010 and December 31, 2009 was 2.54% and 2.61% of gross loans outstanding (excluding mortgage loans held for sale), respectively.  As of December 31, 2010, the allowance for loan losses was 48% of impaired loans versus 35% as of December 31, 2009.   Management believes the allowance for loan losses is at a level to be sufficient in providing for potential loan losses in the Bank’s existing loan portfolio.

From December 31, 2009 to December 31, 2010, the prepaid FDIC deposit insurance premiums decreased $1,158,519 (28%) to $2,977,356 due to the utilization of credits for 2010 assessments.  The remaining balance consists of estimated insurance assessments to be incurred for fiscal years 2011 and 2012.

As of December 31, 2010, foreclosed assets held for sale consisted primarily of real estate related to single family residences, one commercial property located in Branson, MO of $2.2 million and one commercial development in northwest Arkansas of $3.5 million.

From December 31, 2009 to December 31, 2010, income taxes receivable decreased $3,781,970 (100%) to $0 primarily due to $3,726,331 of refunds received on prior year taxes paid from net operating loss carry backs.

From December 31, 2009 to December 31, 2010, deposits decreased $32,356,829 (6%) to $480,694,273.  During this period, checking and savings accounts increased by $5.5 million and certificates of deposit decreased by $37.9 million.  The increase in the checking and savings accounts was due to the Bank’s marketing efforts to obtain additional personal and commercial checking business.  At December 31, 2010, included in the certificates of deposit totals are $37.3 million in deposits classified as “brokered”, an increase of $17.5 million from December 31, 2009. This was primarily due to a reclassification of $18.4 million of deposits previously classified as “internet” certificates.

From December 31, 2009 to December 31, 2010, the Company’s borrowings from the FHLB decreased $23,000,000 (20%) to $93,050,000 due to principal repayments during the period.

From December 31, 2009 to December 31, 2010, stockholders’ equity (including unrealized appreciation on available-for-sale securities and interest rate swaps, net of tax) increased $630,133 (1%) to $52,040,766.  The Company earned net income for the year ended December 31, 2010 of $1,130,771.  In conjunction with the Series A Preferred Stock, the Company recorded $850,000 of dividends (5%) as of December 31, 2010.  On a per common share basis, stockholders’ equity increased $.02 from $13.49 as of December 31, 2009 to $13.51 as of December 31, 2010.
 
AVERAGE BALANCES, INTEREST AND AVERAGE YIELDS

The following table shows the balances as of December 31, 2010 of various categories of interest-earning assets and interest-bearing liabilities and the corresponding yields and costs, and, for the periods indicated: (1) the average balances of various categories of interest-earning assets and interest-bearing liabilities, (2) the total interest earned or paid thereon, and (3) the resulting weighted average yields and costs.  In addition, the table shows the Company’s rate spreads and net yields.  Average balances are based on daily balances.  Tax-free income is not material; accordingly, interest income and related average yields have not been calculated on a tax equivalent basis.  Average loan balances include non-accrual loans.  Dollar amounts are expressed in thousands.

 
6

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

   
As of 
December 31, 2010
   
Year Ended
 December 31, 2010
   
Year Ended
December 31, 2009
   
Year Ended
December 31, 2008
 
   
Balance
   
Yield / Cost
   
Average Balance
   
Interest
   
Yield / Cost
   
Average Balance
   
Interest
   
Yield / Cost
   
Average Balance
   
Interest
   
Yield / Cost
 
ASSETS
                                                                 
Interest-earning:
                                                                 
Loans
  $ 517,748       5.61 %   $ 517,133     $ 28,348       5.48 %   $ 548,847     $ 29,695       5.41 %   $ 555,828     $ 33,019       5.94 %
Investment securities
    97,106       3.06 %     110,149       3,477       3.16 %     102,096       3,744       3.67 %     58,727       3,125       5.32 %
Other assets
    29,040       0.82 %     48,054       506       1.05 %     65,853       434       0.66 %     7,869       219       2.78 %
Total interest-earning
    643,894       5.01 %     675,336       32,331       4.79 %     716,796       33,873       4.73 %     622,424       36,363       5.84 %
Noninterest-earning
    38,774               48,148                       25,294                       24,092                  
    $ 682,668             $ 723,484                     $ 742,090                     $ 646,516                  
                                                                                         
LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                         
Interest-bearing:
                                                                                       
Savings accounts
  $ 19,189       0.68 %   $ 17,322     $ 140       0.81 %   $ 13,069     $ 121       0.93 %   $ 12,980     $ 143       1.10 %
Transaction accounts
    258,676       1.16 %     257,629       3,968       1.54 %     215,494       6,152       2.85 %     102,341       1,806       1.76 %
Certificates of deposit
    176,195       2.42 %     201,090       5,520       2.75 %     262,719       9,108       3.47 %     285,845       12,270       4.29 %
FHLB advances
    93,050       2.64 %     110,613       2,989       2.70 %     112,851       3,152       2.79 %     119,957       3,238       2.70 %
Subordinated debentures
    15,465       6.62 %     15,465       1,024       6.62 %     15,465       1,024       6.62 %     15,465       1,024       6.62 %
Repurchase agreements
    39,750       3.10 %     39,750       1,166       2.93 %     39,750       970       2.44 %     38,604       1,043       2.70 %
Total interest-bearing
    602,325       2.01 %     641,869       14,807       2.31 %     659,348       20,527       3.11 %     575,192       19,524       3.39 %
Noninterest-bearing
    28,302               28,302                       30,467                       30,516                  
Total liabilities
    630,627               670,171                       689,815                       605,708                  
Stockholders' equity
    52,041               53,313                       52,275                       40,808                  
    $ 682,668             $ 723,484                     $ 742,090                     $ 646,516                  
Net earning balance
  $ 41,569             $ 33,467                     $ 57,448                     $ 47,232                  
Earning yield less costing rate
            3.00 %                     2.48 %                     1.62 %                     2.45 %
Net interest income, and net yield spread on interest-earning assets
                          $ 17,524       2.59 %           $ 13,346       1.86 %           $ 16,839       2.71 %
                                                                                         
Ratio of interest-earning assets to interest-bearing liabilities
    107 %             105 %                     109 %                     108 %                
 
 
7

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition And Results of Operations

The following table sets forth information regarding changes in interest income and interest expense for the periods indicated resulting from changes in average balances and average rates shown in the previous table.  For each category of interest-earning assets and interest-bearing liabilities information is provided with respect to changes attributable to:  (i) changes in balance (change in balance multiplied by the old rate), (ii) changes in interest rates (change in rate multiplied by the old balance); and (iii) the combined effect of changes in balance and interest rates (change in balance multiplied by change in rate). Dollar amounts are expressed in thousands.

   
Year ended
   
Year ended
 
   
December 31, 2010 versus December 31, 2009
   
December 31, 2009 versus December 31, 2008
 
             
   
Average Balance
   
Interest Rate
   
Rate & Balance
   
Total
   
Average Balance
   
Interest Rate
   
Rate & Balance
   
Total
 
Interest income:
                                               
Loans
  $ (1,716 )   $ 392     $ (23 )   $ (1,347 )   $ (415 )   $ (2,946 )   $ 37     $ (3,324 )
Investment securities
    295       (521 )     (41 )     (267 )     2,308       (972 )     (717 )     619  
Other assets
    (117 )     259       (70 )     72       1,614       (167 )     (1,232 )     215  
Net change in interest income
    (1,538 )     130       (134 )     (1,542 )     3,507       (4,085 )     (1,912 )     (2,490 )
                                                                 
Interest expense:
                                                               
Savings accounts
    39       (15 )     (5 )     19       1       (23 )     -       (22 )
Transaction accounts
    1,203       (2,833 )     (554 )     (2,184 )     1,997       1,115       1,234       4,346  
Certificates of deposit
    (2,137 )     (1,896 )     445       (3,588 )     (993 )     (2,360 )     191       (3,162 )
FHLB advances
    (62 )     (103 )     2       (163 )     (192 )     113       (7 )     (86 )
Subordinated debentures
    -       -       -       -       -       -       -       -  
Repurchase agreements
    -       196       -       196       31       (101 )     (3 )     (73 )
Net change in interest expense
    (957 )     (4,651 )     (112 )     (5,720 )     844       (1,256 )     1,415       1,003  
Change in net interest income
  $ (581 )   $ 4,781     $ (22 )   $ 4,178     $ 2,663     $ (2,829 )   $ (3,327 )   $ (3,493 )
 
RESULTS OF OPERATIONS - COMPARISON OF YEAR ENDED DECEMBER 31, 2010 AND DECEMBER 31, 2009

   
Average for the Year Shown
 
   
Prime
   
Ten-Year Treasury
   
One-Year Treasury
 
December 31, 2010
    3.25 %     3.22 %     0.32 %
December 31, 2009
    3.25 %     3.26 %     0.47 %
Change in rates
    0.00 %     -0.04 %     -0.15 %
 
Interest Rates.  The Bank charges borrowers and pays depositors interest rates that are largely a function of the general level of interest rates.  The above table sets forth the weekly average interest rates for the 52 weeks ending December 31, 2010 and December 31, 2009 as reported by the Federal Reserve. The Bank typically indexes its adjustable rate commercial loans to prime and its adjustable rate mortgage loans to the one-year treasury rate.  The ten-year treasury rate is a proxy for 30-year fixed rate home mortgage loans.

Rates were steady and remained low for 2010 as the Federal Reserve Open Market Committee (“FOMC”) left the discount rate at 25 basis points.  As of December 31, 2010, the prime rate was 3.25% and unchanged from December 31, 2009.

Interest Income.  Total interest income decreased $1,541,960 (5%).  The average balance of interest-earning assets decreased $41,460,000 (6%) while the yield on average interest earning assets increased 6 basis points to 4.79%.

 
8

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition And Results of Operations

Interest on loans decreased $1,347,485 (5%) and the average loan receivable balance decreased $31,714,000 (6%) while the average yield increased 7 basis points to 5.48%.  The Company’s yield on loans was negatively impacted due to the expiration of interest income being recognized on a matured interest rate swap as of June 30, 2010.  The effect for the year ending December 31, 2010 was approximately $510,000.  Another factor that has negatively impacted the Company’s yield on loans is the high level of nonaccrual loans which has decreased to $23.0 million as of December 31, 2010, as compared to $34.3 million as of December 31, 2009.

Interest Expense.  Total interest expense decreased $5,719,706 (28%) as the average balance of interest-bearing liabilities decreased $17,479,000 (3%) while the average cost of interest-bearing liabilities decreased 80 basis points to 2.31%.

Interest expense on deposits decreased $5,753,057 (37%) during 2010 as the average balance of interest bearing deposits decreased $15,241,000 (3%), but the average interest rate paid to depositors decreased 111 basis points to 2.02%.  The primary reason for the significant decrease in the average cost of interest bearing deposits was the reduction at the beginning of 2010 in the cost of money market deposits generated through an aggressive deposit campaign in the first quarter of 2009.

The average balance of FHLB advances decreased $2,238,000 (2%) while the average cost of those advances decreased 9 basis points to 2.70%.  As a result, interest expense on these advances decreased $163,806 (5%).  As of December 31, 2010, FHLB advances were 14% of total assets, compared to 16% of total assets as of December 31, 2009.

Net Interest Income.  The Company’s net interest income increased $4,177,746 (31%).  During the year ended December 31, 2010, the average balance of interest-earning assets exceeded the average balance of interest-bearing liabilities by $33,467,000, resulting in a decrease in the average net earning balance of $23,981,000 (42%), a result of management’s intent to roll off certain high priced deposits with low yielding assets.  In addition, the Company’s spread between the average yield on interest-earning assets and the average cost of interest-bearing liabilities increased by 86 basis points from 1.62% to 2.48%.

Provision for Loan Losses.  Provisions for loan losses are charged or credited to earnings to bring the total allowance for loan losses to a level considered adequate by the Company to provide for potential loan losses in the existing loan portfolio.  When making its assessment, the Company considers prior loss experience, volume and type of lending, local banking trends and impaired and past due loans in the Company’s loan portfolio.  In addition, the Company considers general economic conditions and other factors related to collectability of the Company’s loan portfolio.

Based on its internal analysis and methodology, management recorded a provision for loan losses of $5,200,000 and $6,900,000 for the years ended December 31, 2010 and 2009, respectively.  Provisions recorded in 2010 are due to the Bank’s charge-offs during the year, continuing concerns over the local and national economy and over certain specific borrowers.

The Bank will continue to monitor its allowance for loan losses and make future additions based on economic and regulatory conditions.  Management of the Company anticipates the need to continue increasing the allowance for loan losses through charges to the provision for loan losses if growth in the Bank’s loan portfolio is experienced or other circumstances warrant.  Although the Bank maintains its allowance for loan losses at a level which it considers to be sufficient to provide for potential loan losses in its existing loan portfolio, there can be no assurance that future loan losses will not exceed internal estimates.  In addition, the amount of the allowance for loan losses is subject to review by regulatory agencies which can order the establishment of additional loan loss provisions.

Non-Interest Income.  Non-interest income increased $62,537 (1%).  The gain on sale of loans of $1,749,857 for 2010, compared to $1,443,385 for 2009 was due to favorable mortgage rates resulting in increased volume on fixed rate mortgage loan sales.  Gains on investment securities for the year ended December 31, 2010 were $275,125 compared to $689,769 for the year ended December 31, 2009.  The gains in fiscal 2010 were the result of restructurings of the bond portfolio and to manage interest rate risk.  Deposit service charges decreased $249,665 (14%) due primarily to declines in overdraft charges, which is partially due to the adoption of Regulation E.  Regulation E has negatively impacted overdraft income due to new requirements on debit card and ATM transactions.  The long-term impact cannot be fully determined.  Loss on foreclosed assets decreased $31,015 (6%) in 2010, but remained elevated primarily due to the difficult market conditions causing sharp declines in real estate values on foreclosed properties held or sold by the Company.  Earnings from bank owned life insurance were $380,090 for 2010 compared to $69,539 for 2009.  This increase was due to the original purchase occurring on October 30, 2009.

 
9

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition And Results of Operations

Non-Interest Expense.  Non-interest expense increased $339,922 (2%).  This increase was primarily due to increases in salaries and employee benefits of $684,410 (9%) offsetting the decrease in FDIC deposit insurance premiums of $299,962 (20%).

The increase in compensation was due to normal salary and benefits increases for the Bank’s employees, along with a few key personnel additions in the latter half of the third quarter of 2009 and the second quarter of 2010.  The overall staff increased from 162 full-time equivalent employees as of December 31, 2009 to 170 full-time equivalent employees as of December 31, 2010.

Decreases in FDIC deposit insurance premiums were due to the special assessment of $341,000 that was incurred as of June 30, 2009 and paid on September 30, 2009.

Income Taxes.  The increase in income tax expense is a direct result of the Company’s increase in taxable income for the year ended December 31, 2010 compared to the taxable loss for the year ended December 31, 2009.

Cash Dividends Paid.  The Company did not pay dividends on its common shares during 2010.  During 2010, the Company paid $850,000 in dividends on its preferred stock.

RESULTS OF OPERATIONS - COMPARISON OF YEAR ENDED DECEMBER 31, 2009 AND DECEMBER 31, 2008

   
Average for the Year Shown
 
   
Prime
   
Ten-Year Treasury
   
One-Year Treasury
 
December 31, 2009
    3.25 %     3.26 %     0.47 %
December 31, 2008
    5.09 %     3.66 %     1.83 %
Change in rates
    -1.84 %     -0.40 %     -1.36 %

Interest Rates.  The above table sets forth the weekly average interest rates for the 52 weeks ending December 31, 2009 and December 31, 2008 as reported by the Federal Reserve.

Rates were steady and remained low for 2009 as the FOMC left the discount rate at 25 basis points.  As of December 31, 2009, the prime rate was 3.25% and unchanged from December 31, 2008.

Interest Income.  Total interest income decreased $2,489,956 (7%).  The average balance of interest-earning assets increased $94,372,000 (15%) while the yield on average interest earning assets decreased 111 basis points to 4.73%.

The impact of the Federal Reserve’s interest rate cuts throughout 2008 adversely impacted the Bank’s loan portfolio in 2009, specifically those loans which are directly tied to the prime rate.  Interest on loans decreased $3,323,730 (10%) and the average loan receivable balance decreased $6,981,000 (1%) while the average yield decreased 53 basis points to 5.41%.  Another factor that adversely impacted the Company’s yield on loans is the level of nonaccrual loans which had increased to $34.3 million as of December 31, 2009, as compared to $20.7 million as of December 31, 2008.  Also, during 2009, the Company increased its investment securities and interest-bearing deposits during the year which, because of the low interest rate environment for investment yields, decreased the average yield on investment securities by 165 basis points as compared to fiscal year 2008.

Interest Expense.  Total interest expense increased $1,002,361 (5%) as the average balance of interest-bearing liabilities increased $84,156,000 (15%) while the average cost of interest-bearing liabilities decreased 28 basis points to 3.11%.

 
10

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition And Results of Operations

The primary increase in interest-bearing liabilities was due to the Bank’s strong emphasis on increasing money market accounts through an aggressive deposit campaign.  This initiative to improve core deposit liquidity increased the Bank’s interest expense on deposits.  Interest expense on deposits increased $1,161,458 (8%) during 2009 as the average balance of interest bearing deposits increased $90,116,000 (22%), but the average interest rate paid to depositors decreased 41 basis points to 3.13%.

The average balance of FHLB advances decreased $7,106,000 (6%) while the average cost of those advances increased 9 basis points to 2.79%.  As a result, interest expense on these advances decreased $85,135 (3%).  As of December 31, 2009, FHLB advances were 16% of total assets, compared to 20% of total assets as of December 31, 2008.

Net Interest Income.  The Company’s net interest income decreased $3,492,317 (21%).  During the year ended December 31, 2009, the average balance of interest-earning assets exceeded the average balance of interest-bearing liabilities by $57,448,000, resulting in an increase in the average net earning balance of $10,216,000 (22%).    In addition, the Company’s spread between the average yield on interest-earning assets and the average cost of interest-bearing liabilities decreased by 83 basis points from 2.45% to 1.62%.

Provision for Loan Losses.  Provisions for loan losses are charged or credited to earnings to bring the total allowance for loan losses to a level considered adequate by the Company to provide for potential loan losses in the existing loan portfolio.  When making its assessment, the Company considers prior loss experience, volume and type of lending, local banking trends and past due loans in the Company’s loan portfolio.  In addition, the Company considers general economic conditions and other factors related to collectability of the Company’s loan portfolio.

Based on its internal analysis and methodology, management recorded a provision for loan losses of $6,900,000 and $14,744,079 for the years ended December 31, 2009 and 2008, respectively.  Provisions recorded in 2009 were due to the Bank’s charge-offs during the year, increases in nonperforming loans, continuing concerns over the local and national economy and certain specific borrowers.  However, despite growing nonperforming loan balances during 2009, the Company experienced a significant decline in overall loan balances as of December 31, 2009, as compared to December 31, 2008 (a decline of $32.5 million or 6%). The Company also experienced lower reserve requirements on newly classified nonperforming credits during the year ended December 31, 2009 and this was reflected in a lower provision requirement for fiscal year 2009, as compared to fiscal year 2008.

The Bank will continue to monitor its allowance for loan losses and make future additions based on economic and regulatory conditions.  Management of the Company anticipates the need to continue increasing the allowance for loan losses through charges to the provision for loan losses if growth in the Bank’s loan portfolio is experienced or other circumstances warrant.  Although the Bank maintains its allowance for loan losses at a level which it considers to be sufficient to provide for potential loan losses in its existing loan portfolio, there can be no assurance that future loan losses will not exceed internal estimates.  In addition, the amount of the allowance for loan losses is subject to review by regulatory agencies which can order the establishment of additional loan loss provisions.

Non-Interest Income.  Non-interest income increased $1,971,343 (85%).  The gain on sale of loans of $1,443,385 for 2009, compared to $875,010 for 2008, was the result of mortgage banking activities related to the sale of single-family conforming residential loans in the secondary market.  The Bank attempts to minimize its risk of price changes by committing to sell loans while the loans are in the origination process.  Gains on investment securities for the year ended December 31, 2009 were $689,769, compared to a loss of $563,615 for the year ended December 31, 2008.  The gains in fiscal 2009 were due to the Company recognizing certain gains in its available-for-sale portfolio to reduce potential credit and interest rate risk issues.  The losses in fiscal 2008 were attributable to other-than-temporary impairment charges on its equity securities associated with companies operating in the financial sector.  Deposit service charges decreased $225,403 (11%) due primarily to declines in overdraft charges.  Loss on foreclosed assets decreased $260,274 (33%) in 2009, but remained elevated primarily due to the difficult market conditions causing sharp declines in real estate values on foreclosed properties held or sold by the Company.

Non-Interest Expense.  Non-interest expense increased $1,949,873 (15%).  This increase was primarily due to increases in salaries and employee benefits of $434,820 (6%) and FDIC deposit insurance premiums of $1,135,555 (295%).

 
11

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition And Results of Operations

The increase in compensation was due to additions in several key managerial positions in the areas of commercial lending, credit administration, finance and risk management.  However, overall staff decreased from 163 full-time equivalent employees as of December 31, 2008 to 162 full-time equivalent employees as of December 31, 2009.

Increases in FDIC deposit insurance premiums were due to increases in premium rates that began in the first quarter of 2009 and the special assessment that was incurred as of June 30, 2009, and was paid on September 30, 2009.

Income Taxes.  The credit for income taxes was a direct result of the Company’s taxable loss for the year ended December 31, 2009.

Cash Dividends Paid.  The Company did not pay dividends on its common shares during 2009.  During 2009, the Company paid $672,917 in dividends on its preferred stock issued under the CPP.

ASSET / LIABILITY MANAGEMENT

The responsibility of managing and executing the Bank’s Asset Liability Policy falls to the Bank’s Asset/ Liability Committee (ALCO.)  ALCO seeks to manage interest rate risk so as to capture the highest net interest income, and to stabilize that net interest income, through changing interest rate environments.  Management attempts to position the Bank’s instrument repricing characteristics in line with probable rate movements in order to minimize the impact of changing interest rates on the Bank’s net interest income.  Since the relative spread between financial assets and liabilities is constantly changing, the Bank’s current net interest income may not be an indication of future net interest income.

The Bank has continued to emphasize the origination of commercial business, home equity, consumer and adjustable-rate, one- to four-family residential loans while originating fixed-rate, one- to four-family residential loans primarily for immediate resale in the secondary market.  Management continually monitors the loan portfolio for the purpose of product diversification and over concentration.
 
The Bank constantly monitors its deposits in an effort to prohibit them from adversely impacting the Bank’s interest rate sensitivity.  Rates of interest paid on deposits at the Bank are priced competitively in order to meet the Bank’s asset/liability management objectives and spread requirements.  As of December 31, 2010 and 2009, the Bank’s savings accounts, checking accounts, and money market deposit accounts totaled $304,499,807 or 63% of its total deposits and $298,995,433 or 58% of total deposits, respectively.  The weighted average rate paid on these accounts decreased 153 basis points from 2.49% on December 31, 2009 to 0.96% on December 31, 2010 primarily due to the Bank’s efforts to reprice its money market deposit accounts.  The Bank anticipates the ability to continue cautiously lowering its cost of funds in 2011 while maintaining its liquidity position.

INTEREST RATE SENSITIVITY ANALYSIS

The following table sets forth as of December 31, 2010, management’s estimates of the projected changes in Economic Value of Equity (“EVE”) in the event of instantaneous and permanent increases and decreases in market interest rates.  Dollar amounts are expressed in thousands.

BP Change
   
Estimated Net Portfolio Value
   
NPV as % of PV of Assets
 
in Rates
   
$ Amount
   
$ Change
   
% Change
   
NPV Ratio
   
Change
 
  +300       57,455       (7,063 )     -11 %     8.57 %     -0.75 %
  +200       59,563       (4,955 )     -8 %     8.79 %     -0.53 %
  +100       61,899       (2,619 )     -4 %     9.04 %     -0.28 %
NC
      64,518       -       0 %     9.32 %     0.00 %
  -100       67,669       3,151       5 %     9.66 %     0.34 %
  -200       71,831       7,313       11 %     10.13 %     0.82 %
 
Computations of prospective effects of hypothetical interest rate changes are based on an internally generated model using actual maturity and repricing schedules for the Bank’s loans and deposits, and are based on numerous assumptions, including relative levels of market interest rates, loan repayments and deposit run-offs, and should not be relied upon as indicative of actual results.  Further, the computations do not contemplate any actions the Bank may undertake in response to changes in interest rates.  All EVE and earnings projections are based on a point in time static balance sheet.

 
12

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition And Results of Operations

Management cannot predict future interest rates or their effect on the Bank’s EVE in the future.  Certain shortcomings are inherent in the method of analysis presented in the computation of EVE.  For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in differing degrees to changes in market interest rates.  Additionally, certain assets, such as floating-rate loans, which represent the Bank’s primary loan product, have an initial fixed rate period typically from one to five years and over the remaining life of the asset changes in the interest rate are restricted.  In addition, the proportion of adjustable-rate loans in the Bank’s loan portfolio could decrease in future periods due to refinancing activity if market interest rates remain constant or decrease in the future. Further, in the event of a change in interest rates, prepayment and early withdrawal levels could deviate significantly from those assumed in the table.  Finally, the ability of many borrowers to service their adjustable-rate debt may decrease in the event of an interest rate increase.

The Bank’s Board of Directors is responsible for reviewing the Bank’s asset and liability policies. The Bank’s management is responsible for administering the policies and determinations of the Board of Directors with respect to the Bank’s asset and liability goals and strategies.  Management expects that the Bank’s asset and liability policies and strategies will continue as described above so long as competitive and regulatory conditions in the financial institution industry and market interest rates continue as they have in recent years.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity refers to the ability to manage future cash flows to meet the needs of depositors and borrowers and fund operations.  Maintaining appropriate levels of liquidity allows the Company to have sufficient funds available for customer demand for loans, withdrawal of deposit balances and maturities of deposits and other liabilities.  The Company’s primary sources of liquidity include cash and cash equivalents, customer deposits and FHLB borrowings.  The Company also has established borrowing lines available from the Federal Reserve Bank which is considered a secondary source of funds.

The Company’s most liquid assets are cash and cash equivalents, which are cash on hand, amounts due from financial institutions, and certificates of deposit with other financial institutions that have an original maturity of three months or less.  The levels of such assets are dependent on the Bank’s operating, financing, and investment activities at any given time.  The Company’s cash and cash equivalents totaled $14,145,329 as of December 31, 2010 and $33,016,697 as of December 31, 2009, representing a decrease of $18,871,368.  The Company’s interest-bearing deposits totaled $12,785,000 as of December 31, 2010 and $16,560,802 as of December 31, 2009.  The variations in levels of cash and cash equivalents are influenced by deposit flows and anticipated future deposit flows, which are subject to, and influenced by, many factors.  Management has many policies and controls in place to attempt to manage the appropriate level of liquidity versus the need to invest in loans and securities needed to increase net interest income.

In addition to the capital necessary to meet the Company’s conditional commitments discussed under the caption “Off-Balance Sheet Arrangements” below, the Bank also has $121,003,245 in certificates of deposit that are scheduled to mature in one year or less.  Management anticipates that the majority of these certificates will renew in the normal course of operations. Based on existing collateral as well as the FHLB’s limitation of advances to 25% of assets, the Bank has the ability to borrow an additional $57,745,418 from the FHLB, as of December 31, 2010.  Based on existing collateral, the Bank has the ability to borrow $39,001,652 from the Federal Reserve Bank as of December 31, 2010.  The Bank plans to maintain its FHLB and Federal Reserve Bank borrowings to a level that will provide a borrowing capacity sufficient to provide for contingencies.

The Company’s Tier 1 capital position of $65,174,000 is 9.3% of average assets as of December 31, 2010. The Company has an excess of $37,182,000, $43,545,000, and $28,728,000 of required regulatory levels of tangible, core, and risk-based capital, respectively.  In addition, under current regulatory guidelines, the Bank is classified as well capitalized.  See also additional information provided under the caption “Regulatory Matters” in Note 1 of the Notes to Consolidated Financial Statements.

 
13

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition And Results of Operations

With regards to the securities sold to the Treasury under the Capital Purchase Program, if the Company is unable to redeem the Series A Preferred Stock within five years of its issuance, the cost of capital to the Company will increase significantly from 5% per annum ($850,000 annually) to 9% per annum ($1,530,000 annually).  Depending on the Company’s financial condition at the time, the increase in the annual dividend rate on the Series A Preferred Stock could have a material adverse effect on the Company’s liquidity and net income available to common stockholders.

OFF-BALANCE SHEET ARRANGEMENTS
 
Various commitments and contingent liabilities arise in the normal course of business, which are not required to be recorded on the balance sheet.  The most significant of these are loan commitments, lines of credit and standby letters of credit.  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.  As of December 31, 2010 and 2009, the Bank had outstanding commitments to originate loans of approximately $7,949,000 and $5,589,000, respectively.  Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  As of December 31, 2010 and 2009, unused lines of credit to borrowers aggregated approximately $50,473,000 and $32,539,000 for commercial lines and $17,525,000 and $17,820,000 for open-end consumer lines.  Since a portion of the loan commitment and line of credit may expire without being drawn upon, the total unused commitments and lines do not necessarily represent future cash requirements.

Standby letters of credit are irrevocable conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers.  The Bank had total outstanding standby letters of credit amounting to $12,261,000 and $15,623,000 as of December 31, 2010 and 2009, respectively.  The commitments extend over varying periods of time.

In connection with the Company’s issuance of the Trust Preferred Securities and pursuant to two guarantee agreements by and between the Company and Wilmington Trust Company, the Company issued a limited, irrevocable guarantee of the obligations of each Trust under the Trust Preferred Securities whereby the Company has guaranteed any and all payment obligations of the Trusts related to the Trust Preferred Securities including distributions on, and the liquidation or redemption price of, the Trust Preferred Securities to the extent each Trust does not have funds available.

AGGREGATE CONTRACTUAL OBLIGATIONS

The following table summarizes the Company’s fixed and determinable contractual obligations by payment date as of December 31, 2010.  Dollar amounts are expressed in thousands.

Contractual Obligations
 
Total
   
One Year or less
   
One to Three Years
   
Three to Five Years
   
More than Five Years
 
                               
Deposits without stated maturity
  $ 304,500       304,500       -       -       -  
Time and brokered certificates of deposit
    176,194       121,003       50,077       5,046       68  
Other borrowings
    39,750       -       -       -       39,750  
Federal Home Loan Bank advances
    93,050       25,000       15,700       250       52,100  
Subordinated debentures
    15,465       -       -       -       15,465  
Operating leases
    599       160       203       163       73  
Purchase obligations
    -       -       -       -       -  
Other long term obligations
    296,880       296,880       -       -       -  
Total
  $ 926,438       747,543       65,980       5,459       107,456  
 
IMPACT OF INFLATION AND CHANGING PRICES

The Company prepared the consolidated financial statements and related data presented herein in accordance with accounting principles generally accepted in the United States of America which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

 
14

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition And Results of Operations

Unlike most companies, the assets and liabilities of a financial institution are primarily monetary in nature.  As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation.  Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services, since such prices are affected by inflation.  In the current interest rate environment, liquidity and the maturity structure of the Bank’s assets and liabilities are critical to the maintenance of acceptable performance levels.

CRITICAL ACCOUNTING POLICIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s consolidated financial statements and the notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. On an on-going basis, management evaluates its estimates and judgments.

 Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  There can be no assurance that actual results will not differ from those estimates.  If actual results are different than management’s judgments and estimates, the Company’s financial results could change, and such change could be material to the Company.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans and fair values.  In connection with the determination of the allowance for loan losses and the valuation of foreclosed assets held for sale, management obtains independent appraisals for significant properties.

The Company has identified the accounting policies for the allowance for loan losses and related significant estimates and judgments as critical to its business operations and the understanding of its results of operations.  For a detailed discussion on the application of these significant estimates and judgments and our accounting policies, also see Note 1 of the notes to consolidated financial statements in this report.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board (FASB) issued ASC 810-10, “Amendments to FASB Interpretation No. 46R”.  The standard amends the tests for analyzing whether a company’s interest in a variable interest entity (“VIE”) gives it a controlling financial interest.  A company must assess whether it has an implicit financial responsibility to ensure that the VIE operates as designed when determining whether it has the power to direct the activities of the VIE that significantly impact its economic performance.  Ongoing reassessments of whether a company is the primary beneficiary are also required by the standard.  This standard was effective for the Company on January 1, 2010 and did not have a material impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements” which impacts ASC 820-10, “Fair Value Measurements and Disclosures”.  The amendments in this update require new disclosures about significant transfers in and out of Level 1 and Level 2 fair value measurements.  The amendment also requires a reporting entity to provide information about activity for purchases, sales, issuances and settlements in Level 3 fair value measurements and clarify disclosures about the level of disaggregation and disclosures about inputs and valuation techniques.  The ASU was effective for the Company on January 1, 2010 and did not have a material impact on the Company’s consolidated financial statements.

 
15

 

Guaranty Federal Bancshares, Inc.
Management’s Discussion and Analysis of Financial Condition And Results of Operations

In July 2010, the FASB issued ASU 2010-20, “Receivables: Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”, to improve disclosures about the credit quality of financing receivables and the allowance for credit losses.  Companies will be required to provide more information about the credit quality of their financing receivables in the disclosures to financial statements, such as aging information and credit quality indicators.  Both new and existing disclosures must be disaggregated by portfolio segment or class.  The disaggregation of information is based on how a company develops its allowance for credit losses and how it manages its credit exposure.  Required disclosures as of the end of a reporting period are effective for periods ending on or after December 15, 2010, while required disclosures about activity that occurs during a reporting period are effective for periods beginning on or after December 15, 2010.  The impact on our disclosures is reflected in Note 3 of the notes to consolidated financial statements.
 
SUMMARY OF UNAUDITED QUARTERLY OPERATING RESULTS

   
Year Ended December 31, 2010, Quarter ended
 
   
Mar-10
   
Jun-10
   
Sep-10
   
Dec-10
 
Interest income
  $ 8,265,282     $ 8,228,615     $ 7,845,909     $ 7,991,670  
Interest expense
    4,155,805       3,806,088       3,659,835       3,185,151  
Net interest income
    4,109,477       4,422,527       4,186,074       4,806,519  
Provision for loan losses
    950,000       950,000       850,000       2,450,000  
Gain on loans and investment securities
    458,592       372,835       513,553       680,002  
Other noninterest income, net
    733,450       687,764       665,568       238,267  
Noninterest expense
    3,635,938       3,758,731       3,706,621       3,948,315  
Income (loss) before income taxes
    715,581       774,395       808,574       (673,527 )
Provision (credit) for income taxes
    239,715       281,892       286,370       (313,725 )
Net income (loss)
    475,866       492,503       522,204       (359,802 )
Preferred stock dividends and discount accretion
    281,391       281,390       281,391       281,391  
Net income (loss) available to common shareholders
  $ 194,475     $ 211,113     $ 240,813     $ (641,193 )
Basic income (loss) per common share
  $ 0.07     $ 0.08     $ 0.09     $ (0.24 )
Diluted income (loss) per common share
  $ 0.07     $ 0.08     $ 0.09     $ (0.24 )
 
   
Year Ended December 31, 2009, Quarter ended
 
   
Mar-09
   
Jun-09
   
Sep-09
   
Dec-09
 
Interest income
  $ 8,323,301     $ 8,504,112     $ 8,534,335     $ 8,511,688  
Interest expense
    5,307,991       5,204,374       5,086,082       4,928,138  
Net interest income
    3,015,310       3,299,738       3,448,253       3,583,550  
Provision for loan losses
    980,000       3,300,000       670,000       1,950,000  
Gain on loans and investment securities
    355,410       759,812       656,036       361,896  
Other noninterest income, net
    453,562       762,651       674,332       263,795  
Noninterest expense
    3,744,565       4,035,322       3,391,956       3,537,840  
Income (loss) before income taxes
    (900,283 )     (2,513,121 )     716,665       (1,278,599 )
Provision (credit) for income taxes
    (308,163 )     (881,039 )     142,202       (587,620 )
Net income (loss)
    (592,120 )     (1,632,082 )     574,463       (690,979 )
Preferred stock dividends and discount accretion
    187,594       281,390       281,391       281,391  
Net income (loss) available to common shareholders
  $ (779,714 )   $ (1,913,472 )   $ 293,072     $ (972,370 )
Basic income (loss) per common share
  $ (0.30 )   $ (0.73 )   $ 0.11     $ (0.37 )
Diluted income (loss) per common share
  $ (0.30 )   $ (0.73 )   $ 0.11     $ (0.37 )
 
 
16

 

Guaranty Federal Bancshares, Inc.
Consolidated Balance Sheets
December 31, 2010 and 2009

   
December 31,
 2010
   
December 31, 
2009
 
ASSETS
           
Cash and due from banks
  $ 2,968,669     $ 4,527,813  
Interest-bearing deposits in other financial institutions
    11,176,660       28,488,884  
Cash and cash equivalents
    14,145,329       33,016,697  
Interest-bearing deposits
    12,785,000       16,560,802  
Available-for-sale securities
    96,844,653       102,659,251  
Held-to-maturity securities
    260,956       472,783  
Stock in Federal Home Loan Bank, at cost
    5,025,200       5,976,600  
Mortgage loans held for sale
    2,685,163       3,465,080  
Loans receivable, net of allowance for loan losses of December 31, 2010 and 2009 - $13,082,703 and $14,076,123, respectively
    501,980,385       525,038,053  
Accrued interest receivable:
               
Loans
    2,058,576       2,014,418  
Investments and interest-bearing deposits
    611,698       657,145  
Prepaid expenses and other assets
    6,161,861       6,731,409  
Prepaid FDIC deposit insurance premiums
    2,977,356       4,135,875  
Foreclosed assets held for sale
    10,539,867       6,759,648  
Premises and equipment
    11,324,685       11,817,516  
Bank owned life insurance
    10,449,630       10,069,540  
Income taxes receivable
    -       3,718,970  
Deferred income taxes
    4,817,761       4,686,065  
    $ 682,668,120     $ 737,779,852  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
LIABILITIES
               
Deposits
  $ 480,694,273     $ 513,051,102  
Federal Home Loan Bank advances
    93,050,000       116,050,000  
Securities sold under agreements to repurchase
    39,750,000       39,750,000  
Subordinated debentures
    15,465,000       15,465,000  
Advances from borrowers for taxes and insurance
    134,002       135,610  
Accrued expenses and other liabilities
    655,404       519,385  
Accrued interest payable
    878,675       1,398,122  
      630,627,354       686,369,219  
                 
COMMITMENTS AND CONTINGENCIES
    -       -  
                 
STOCKHOLDERS' EQUITY
               
Capital Stock:
               
Series A preferred stock, $0.01 par value; authorized 2,000,000 shares;issued and outstanding December 31, 2010 and 2009 - 17,000 shares
    16,150,350       15,874,788  
Common stock, $0.10 par value; authorized 10,000,000 shares;issued December 31, 2010 and 2009 - 6,779,800 shares;
    677,980       677,980  
Common stock warrants; December 31, 2010 and 2009 - 459,459 shares
    1,377,811       1,377,811  
Additional paid-in capital
    58,505,046       58,523,646  
Unearned ESOP shares
    (432,930 )     (660,930 )
Retained earnings, substantially restricted
    35,746,914       35,741,705  
Accumulated other comprehensive income                
Unrealized appreciation on available-for-sale securities and effect of interest rate swaps, net of income taxes; December 31, 2010 and 2009 - $1,082,399 and $996,342, respectively
    1,843,004       1,696,502  
      113,868,175       113,231,502  
                 
Treasury stock, at cost; December 31, 2010 and December 31, 2009 -4,080,220 and 4,079,067 shares, respectively
    (61,827,409 )     (61,820,869 )
      52,040,766       51,410,633  
    $ 682,668,120     $ 737,779,852  

See Notes to Consolidated Financial Statements

 
17

 
 
Guaranty Federal Bancshares, Inc.
Consolidated Statements of Operations
Years Ended December 31, 2010, 2009 and 2008

   
2010
   
2009
   
2008
 
                   
Interest Income
                 
Loans
  $ 28,348,002     $ 29,695,487     $ 33,019,217  
Investment securities
    3,476,721       3,743,688       3,124,862  
Other
    506,753       434,261       219,313  
      32,331,476       33,873,436       36,363,392  
Interest Expense
                       
Deposits
    9,628,133       15,381,190       14,219,732  
Federal Home Loan Bank advances
    2,988,548       3,152,354       3,237,489  
Subordinated debentures
    1,023,783       1,023,783       1,023,783  
Other
    1,166,415       969,258       1,043,220  
      14,806,879       20,526,585       19,524,224  
Net Interest Income
    17,524,597       13,346,851       16,839,168  
Provision for Loan Losses
    5,200,000       6,900,000       14,744,079  
Net Interest Income After Provision for Loan Losses
    12,324,597       6,446,851       2,095,089  
Noninterest Income
                       
Service charges
    1,552,623       1,802,288       2,027,691  
Other fees
    33,705       52,233       40,129  
Gain (loss) on investment securities
    275,125       689,769       (563,615 )
Gain on sale of loans
    1,749,857       1,443,385       875,010  
Loss on foreclosed assets
    (492,542 )     (523,557 )     (783,831 )
Other income
    1,231,263       823,376       720,767  
      4,350,031       4,287,494       2,316,151  
Noninterest Expense
                       
Salaries and employee benefits
    8,636,515       7,952,105       7,517,285  
Occupancy
    1,704,790       1,806,100       1,682,277  
FDIC deposit insurance premiums
    1,220,589       1,520,551       384,996  
Data processing
    454,611       423,205       374,123  
Advertising
    300,000       316,666       399,996  
Other expense
    2,733,100       2,691,056       2,401,133  
      15,049,605       14,709,683       12,759,810  
Income (Loss) Before Income Taxes
    1,625,023       (3,975,338 )     (8,348,570 )
Provision (Credit) for Income Taxes
    494,252       (1,634,620 )     (2,988,859 )
Net Income (Loss)
  $ 1,130,771     $ (2,340,718 )   $ (5,359,711 )
Preferred Stock Dividends and Discount Accretion
    1,125,563       1,031,766       -  
Net Income (Loss) Available to Common Shareholders
  $ 5,208     $ (3,372,484 )   $ (5,359,711 )
                         
Basic Income (Loss) Per Common Share
  $ -     $ (1.29 )   $ (2.06 )
Diluted Income (Loss) Per Common Share
  $ -     $ (1.29 )   $ (2.06 )

See Notes to Consolidated Financial Statements

 
18

 
 
Guaranty Federal Bancshares, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31, 2010, 2009 and 2008

   
2010
   
2009
   
2008
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net income (loss)
  $ 1,130,771     $ (2,340,718 )   $ (5,359,711 )
Items not requiring (providing) cash:
                       
Deferred income taxes
    (217,737 )     701,199       (4,143,816 )
Depreciation
    826,440       965,504       934,941  
Provision for loan losses
    5,200,000       6,900,000       14,744,079  
Gain on sale of loans and investment securities
    (2,024,982 )     (2,133,154 )     (777,222 )
Other than temporary impairment on investment securities
    -       -       465,827  
Loss on sale of foreclosed assets
    341,376       285,010       627,888  
Accretion of gain on termination of interest rate swaps
    (508,746 )     (1,017,492 )     (169,582 )
Amortization of deferred income, premiums and discounts, net
    587,769       352,345       (47,702 )
Stock award plans
    109,386       95,268       92,846  
Origination of loans held for sale
    (81,958,753 )     (78,535,230 )     (51,082,040 )
Proceeds from sale of loans held for sale
    84,488,527       78,447,333       52,165,250  
Release of ESOP shares
    100,014       121,219       408,388  
Increase in cash surrender value of bank owned life insurance
    (380,090 )     (69,540 )     -  
Changes in:
                       
Prepaid FDIC deposit insurance premiums
    1,158,519       (4,135,875 )     -  
Accrued interest receivable
    1,289       (39,113 )     690,998  
Prepaid expenses and other assets
    569,548       767,817       372,439  
Accrued expenses and other liabilities
    (551,779 )     (214,248 )     (67,163 )
Income taxes payable
    3,887,321       (3,333,407 )     (519,838 )
Net cash provided by (used in) operating activities
    12,758,873       (3,183,082 )     8,335,582  
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Net change in loans
    7,493,436       18,959,641       (64,369,071 )
Principal payments on held-to-maturity securities
    211,827       83,682       98,467  
Principal payments on available-for-sale securities
    13,855,527       13,087,448       2,373,721  
Purchase of available-for-sale securities
    (55,262,990 )     (82,769,479 )     (55,463,436 )
Proceeds from sales of available-for-sale securities
    17,516,564       25,356,214       -  
Proceeds from maturities of available-for-sale securities
    28,956,500       8,500,000       2,100,000  
Purchase of premises and equipment
    (333,609 )     (1,459,557 )     (2,816,054 )
Purchase of tax credit investments
    -       (3,433,867 )     (1,596,387 )
Purchase of interest bearing deposits
    -       (34,605,802 )     -  
Proceeds from maturities of interest bearing deposits
    5,000,000       18,045,000       -  
Purchase of bank owned life insurance
    -       (10,000,000 )     -  
Proceeds from termination of interest rate swaps
    -       -       1,695,836  
(Purchase) redemption of FHLB stock
    951,400       753,500       (2,715,400 )
Capitalized costs on foreclosed assets held for sale
    (737,336 )     (122,162 )     -  
Insurance proceeds on foreclosed assets held for sale
    637,427       -       -  
Proceeds from sale of foreclosed assets held for sale
    6,295,990       4,268,852       1,827,560  
Net cash provided by (used in) investing activities
    24,584,736       (43,336,530 )     (118,864,764 )

See Notes to Consolidated Financial Statements

 
19

 
 
Guaranty Federal Bancshares, Inc.
Consolidated Statements of Cash Flows (continued)
Years Ended December 31, 2010, 2009 and 2008

   
2010
   
2009
   
2008
 
                   
CASH FLOWS FROM FINANCING ACTIVITIES
                 
Net increase (decrease) in demand deposits, NOW accounts and savings accounts
  $ 5,504,374     $ 160,490,510     $ (3,267,786 )
Net increase (decrease) in certificates of deposit
    (37,861,203 )     (94,518,877 )     32,155,971  
Net increase in securities sold under agreements to repurchase
    -       -       29,900,705  
Proceeds from FHLB advances
    -       5,000,000       2,243,650,075  
Repayments of FHLB advances
    (23,000,000 )     (21,386,000 )     (2,187,300,075 )
Proceeds from issuance of notes payable
    -       -       1,064,000  
Repayments of notes payable
    -       (1,435,190 )     (347,000 )
Advances from borrowers for taxes and insurance
    (1,608 )     (30,717 )     8,516  
Proceeds from issuance preferred stock and warrants
    -       17,000,000       -  
Stock options exercised
    -       -       578,661  
Common and preferred cash dividends paid
    (850,000 )     (672,917 )     (1,397,922 )
Treasury stock purchased
    (6,540 )     (7,515 )     (1,465,150 )
Net cash provided by (used in) financing activities
    (56,214,977 )     64,439,294       113,579,995  
                         
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    (18,871,368 )     17,919,682       3,050,813  
                         
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    33,016,697       15,097,015       12,046,202  
                         
CASH AND CASH EQUIVALENTS,  END OF YEAR
  $ 14,145,329     $ 33,016,697     $ 15,097,015  
                         
Supplemental Cash Flows Information
                       
                         
Real estate acquired in settlement of loans
  $ 17,564,615     $ 5,536,091     $ 7,383,283  
                         
Interest paid
  $ 15,326,326     $ 20,705,742     $ 19,740,608  
                         
Income taxes paid, net of (refunds)
  $ (3,726,331 )   $ 496,661     $ 1,525,017  
                         
Sale and financing of foreclosed assets held for sale
  $ 7,246,939     $ 315,000     $ -  

See Notes to Consolidated Financial Statements

 
20

 
 
Guaranty Federal Bancshares, Inc.
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2010, 2009 and 2008

   
Preferred Stock
   
Common Stock
   
Common Stock Warrants
   
Additional Paid-In Capital
   
Unearned ESOP Shares
   
Treasury Stock
   
Retained Earnings
   
Accumulated Other Comprehensive Income
   
Total
 
Balance, January 1, 2008
    -       673,649       -       57,571,929       (1,116,930 )     (60,348,204 )     45,402,449       503,767       42,686,660  
Comprehensive income (loss)
                                                                       
Net loss
    -       -       -       -       -       -       (5,359,711 )     -       (5,359,711 )
Change in unrealized appreciation    on available-for-sale securities and interest rate swaps, net of income taxes of $695,418
    -       -       -       -       -       -       -       1,184,091       1,184,091  
Total comprehensive loss
                                                                    (4,175,620 )
Dividends ($0.36 per share)
    -       -       -       -       -       -       (928,549 )     -       (928,549 )
Stock award plans
    -       -       -       208,512       -       -       -       -       208,512  
Stock options exercised
    -       4,331       -       574,330       -       -       -       -       578,661  
Release of ESOP shares
    -       -       -       180,388       228,000       -       -       -       408,388  
Treasury stock purchased
    -       -       -       -       -       (1,465,150 )     -       -       (1,465,150 )
Balance, December 31, 2008
    -       677,980       -       58,535,159       (888,930 )     (61,813,354 )     39,114,189       1,687,858       37,312,902  
Comprehensive income (loss)
                                                                       
Net loss
    -       -       -       -       -       -       (2,340,718 )     -       (2,340,718 )
Change in unrealized appreciation  on available-for-sale securities and interest rate swaps, net of  income taxes of $5,061
    -       -       -       -       -       -       -       8,644       8,644  
Total comprehensive loss
                                                                    (2,332,074 )
Preferred stock issued
    15,622,189       -       -       -       -       -       -       -       15,622,189  
Common stock warrants issued
    -       -       1,377,811       -       -       -       -       -       1,377,811  
Preferred stock discount accretion
    252,599       -       -       -       -       -       (252,599 )     -       -  
Preferred stock dividends
    -       -       -       -       -       -       (779,167 )     -       (779,167 )
Stock award plans
    -       -       -       95,268       -       -       -       -       95,268  
Release of ESOP shares
    -       -       -       (106,781 )     228,000       -       -       -       121,219  
Treasury stock purchased
    -       -       -       -       -       (7,515 )     -       -       (7,515 )
Balance, December 31, 2009
    15,874,788       677,980       1,377,811       58,523,646       (660,930 )     (61,820,869 )     35,741,705       1,696,502       51,410,633  
Comprehensive income
                                                                       
Net income
    -       -       -       -       -       -       1,130,771       -       1,130,771  
Change in unrealized appreciation    on available-for-sale securities and interest rate swaps, net of  income taxes of $86,041
    -       -       -       -       -       -       -       146,502       146,502  
Total comprehensive income
                                                                    1,277,273  
Preferred stock discount accretion
    275,562       -       -       -       -       -       (275,562 )     -       -  
Preferred stock dividends (5%)
    -       -       -       -       -       -       (850,000 )     -       (850,000 )
Stock award plans
    -       -       -       109,386       -       -       -       -       109,386  
Release of ESOP shares
    -       -       -       (127,986 )     228,000       -       -       -       100,014  
Treasury stock purchased
    -       -       -       -       -       (6,540 )     -       -       (6,540 )
Balance, December 31, 2010
  $ 16,150,350     $ 677,980     $ 1,377,811     $ 58,505,046     $ (432,930 )   $ (61,827,409 )   $ 35,746,914     $ 1,843,004     $ 52,040,766  

See Notes to Consolidated Financial Statements

 
21

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

NOTE 1:                      NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations
The Company operates as a one-bank holding company. The Bank is primarily engaged in providing a full range of banking and mortgage services to individual and corporate customers in southwest Missouri.  The Bank is subject to competition from other financial institutions.  The Company and the Bank are also subject to the regulation of certain federal and state agencies and receive periodic examinations by those regulatory authorities.

Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Bank.  All significant intercompany profits, transactions and balances have been eliminated in consolidation.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 those estimates.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans and fair values.  In connection with the determination of the allowance for loan losses and the valuation of foreclosed assets held for sale, management obtains independent appraisals for significant properties.

 Securities
Certain debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost.  Securities not classified as held to maturity are classified as “available-for-sale” and are carried at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income.  Purchase premiums are recognized in interest income using the interest method over the terms of the securities.  Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Effective April 1, 2009, the Company adopted new accounting guidance related to recognition and presentation of other-than-temporary impairment (ASC 320-10).  When the Company does not intend to sell a debt security, and it is more likely than not, the Company will not have to sell the security before a recovery of its cost basis, it recognizes the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income.  For held-to-maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income for the noncredit portion of a previous other-than-temporary impairment is amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.

As a result of this guidance, the Company would recognize in its consolidated statements of operations the full impairment (that is, the difference between the security’s amortized cost basis and fair value) on debt securities that the Company intends to sell or would more likely than not be required to sell before the expected recovery of the amortized cost basis.  For available-for-sale and held-to-maturity debt securities that management has no intent to sell and believes that it more likely than not will not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the noncredit loss is recognized in accumulated other comprehensive income.  The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected based on cash flow projections.

 
22

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

Prior to the adoption of the recent accounting guidance on April 1, 2009, management considered, in determining whether other-than-temporary impairment exists, (1) the length of time and 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.
 
Mortgage Loans Held for Sale
Mortgage loans held for sale are carried at the lower of cost or fair value, determined using an aggregate basis.  Write-downs to fair value are recognized as a charge to earnings at the time a decline in value occurs.  Forward commitments to sell mortgage loans are sometimes acquired to reduce market risk on mortgage loans in the process of origination and mortgage loans held for sale.  Gains and losses resulting from sales of mortgage loans are recognized when the respective loans are sold to investors.  Gains and losses are determined by the difference between the selling price and the carrying amounts of the loans sold, and are recorded in noninterest income.  Direct loan origination costs and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan.

Loans
For loans amortized at cost, interest income is accrued based on the unpaid principal balance.  Loan origination fees net of certain direct origination costs, are deferred and amortized as a level yield adjustment over the respective term of the loan.

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection.  Past due status is based on contractual terms of the loan.  In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income.  The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual.  Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income.  Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.  Subsequent recoveries, if any, are credited to the allowance.
 
The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions.  This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
 
The allowance consists of allocated and general components.  The allocated component relates to loans that are classified as impaired.  For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.  The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Bank’s internal risk rating process.  Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.
 
A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed.  Impairment is measured on a loan-by-loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

 
23

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements
 
Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans.
 
Foreclosed Assets Held for Sale
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis.  Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated cost to sell.  Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets.

Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation.  Depreciation is charged to expense using the straight-line and accelerated methods over the estimated useful lives of the assets.  The estimated useful lives for each major depreciable classification of premises and equipment are as follows:

Buildings and improvements
35-40 years
Furniture and fixtures and vehicles
3-10 years

Bank Owned Life Insurance
Bank owned life insurance policies are carried at their cash surrender value.  The Company recognizes tax-free income from the periodic increases in cash surrender value of these policies and from death benefits.

Income Taxes
The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes).  The income tax accounting guidance results in two components of income tax expense: current and deferred.  Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues.  The Company determines deferred income taxes using the liability (or balance sheet) method.  Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods.  Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination.  The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any.  A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.  The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment.  Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.
 
The Company recognizes interest and penalties on income taxes as a component of income tax expense.

 
24

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

The Company files consolidated income tax returns with its subsidiary.  With a few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2007.

Cash Equivalents
The Company considers all liquid investments with original maturities of three months or less to be cash equivalents.  At December 31, 2010 and 2009, the Company had no cash equivalents.

One or more of the financial institutions holding the Company’s cash accounts is participating in the FDIC’s Transaction Account Guarantee Program.  Under the program, through December 31, 2010, all noninterest-bearing transaction accounts at these institutions are fully guaranteed by the FDIC for the entire amount in the account.  Pursuant to legislation enacted in 2010, the FDIC will fully insure all noninterest-bearing transaction accounts beginning December 31, 2010 through December 31, 2012, at all FDIC-insured institutions.

For financial institutions opting out of the FDIC’s Transaction Account Guarantee Program or interest-bearing cash accounts, the FDIC’s insurance limits were permanently increased to $250,000 effective July 21, 2010.

Restriction on Cash and Due From Banks
The Company is required to maintain reserve funds in cash and/or on deposit with the Federal Reserve Bank.  The reserve required on December 31, 2010 and 2009, was $5,933,000 and $4,063,000, respectively.

Comprehensive Income (Loss)
Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), net of applicable income taxes.  Other comprehensive income (loss) includes unrealized appreciation (depreciation) on available-for-sale securities, unrealized appreciation (depreciation) on available-for-sale securities for which a portion of an other-than-temporary impairment has been recognized in income, unrealized appreciation (depreciation) on held-to-maturity securities for which a portion of an other-than-temporary impairment has been recognized in income, and unrealized gains on interest rate swaps.
 
Regulatory Matters
The Company and the Bank are subject to various regulatory capital requirements administered by the 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 and material effect on the Company's financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.  The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below).  Management believes, as of December 31, 2010 and 2009, that the Company and the Bank meet all capital adequacy requirements to which they are subject.

As of December 31, 2010, the most recent notification from the Missouri Division of Finance and the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the following table.  There are no conditions or events since that notification that management believes have changed the Company’s or the Bank’s category.

The Company’s and the Bank's actual capital amounts and ratios are also presented in the table.  No amount was deducted from capital for interest-rate risk.  Dollar amounts are expressed in thousands.

 
25

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

   
Actual
   
For Capital Adequacy Purposes
   
To Be Well Capitalized  Under Prompt Corrective Action Provisions
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
As of December 31, 2010
                                   
                                     
Tier 1 (core) capital, and ratio to adjusted total assets
                                   
Company
  $ 65,174       9.3 %   $ 27,992       4.0 %     n/a       n/a  
Bank
  $ 63,306       9.1 %   $ 27,878       4.0 %   $ 34,847       5.0 %
                                                 
Tier 1 (core) capital, and ratio to risk-weighted assets
                                               
Company
  $ 65,174       12.1 %   $ 21,629       4.0 %     n/a       n/a  
Bank
  $ 63,306       11.7 %   $ 21,582       4.0 %   $ 32,374       6.0 %
                                                 
Total risk-based capital, and ratio to risk-weighted assets
                                               
Company
  $ 71,986       13.3 %   $ 43,258       8.0 %     n/a       n/a  
Bank
  $ 70,118       13.0 %   $ 43,165       8.0 %   $ 53,956       10.0 %


   
Actual
   
For Capital Adequacy Purposes
   
To Be Well Capitalized Under Prompt Corrective Action Provisions
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
 As of December 31, 2009
                                   
                                     
Tier 1 (core) capital, and ratio to adjusted total assets
                                   
 Company
  $ 64,678       8.8 %   $ 29,354       4.0 %     n/a       n/a  
 Bank
  $ 61,224       8.4 %   $ 29,311       4.0 %   $ 36,639       5.0 %
                                                 
 Tier 1 (core) capital, and ratio to risk-weighted assets
                                               
 Company
  $ 64,678       11.2 %   $ 23,116       4.0 %     n/a       n/a  
 Bank
  $ 61,224       10.6 %   $ 23,074       4.0 %   $ 34,611       6.0 %
                                                 
 Total risk-based capital, and ratio to risk-weighted assets
                                               
 Company
  $ 71,973       12.5 %   $ 46,233       8.0 %     n/a       n/a  
 Bank
  $ 68,519       11.9 %   $ 46,148       8.0 %   $ 57,685       10.0 %

The amount of dividends that the Company and Bank may pay is subject to various regulatory limitations.  As of December 31, 2010 and 2009 the Company and Bank exceeded its minimum capital requirements.  The Bank may not pay dividends which would reduce capital below the minimum requirements shown above.

 
26

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

Segment Information
The principal business of the Company is overseeing the business of the Bank.  The Company has no significant assets other than its investment in the Bank. The banking operation is the Company’s only reportable segment.  The banking segment is principally engaged in the business of originating mortgage loans secured by one-to-four family residences, multi-family, construction, commercial and consumer loans.  These loans are funded primarily through the attraction of deposits from the general public, borrowings from the Federal Home Loan Bank and brokered deposits. Selected information is not presented separately for the Company’s reportable segment, as there is no material difference between that information and the corresponding information in the consolidated financial statements.

Reclassifications
Certain reclassifications have been made to the 2009 financial statements to conform to the 2010 financial statement presentation.  These reclassifications had no effect on net income.

General Litigation
The Company and the Bank, from time to time, may be parties to ordinary routine litigation, which arises in the normal course of business, such as claims to enforce liens, and condemnation proceedings, on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans, and other issues incident to the business of the Company and the Bank.  After reviewing pending and threatened litigation with legal counsel, management believes that as of December 31, 2010, the outcome of any such litigation will not have a material adverse effect on the Company’s results of operations.
 
Earnings Per Common Share
The computation for earnings per common share for the years ended December 31, 2010, 2009 and 2008 is as follows:
 
   
Year Ended December 31, 2010
   
Year Ended December 31, 2009
   
Year Ended December 31, 2008
 
                   
Net income (loss) available to common shareholders
  $ 5,208     $ (3,372,484 )   $ (5,359,711 )
Average common shares outstanding
    2,644,355       2,622,895       2,604,440  
Effect of dilutive securities
    -       -       -  
Average diluted shares outstanding
    2,644,355       2,622,895       2,604,440  
Basic income (loss) per common share
  $ 0.00     $ (1.29 )   $ (2.06 )
Diluted income (loss) per common share
  $ 0.00     $ (1.29 )   $ (2.06 )
 
Stock options to purchase 365,579 shares of common stock were outstanding during the year ended December 31, 2010, but were not included in the computation of diluted income per common share because their exercise price was greater than the average market price of the common shares.  Due to the Company’s net loss for the years ended December 31, 2009 and 2008, no potentially dilutive shares were included in the computation of diluted earnings per share.

 
27

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

NOTE 2:                      SECURITIES

The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities classified as available-for-sale are as follows:

   
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized (Losses)
   
Approximate Fair Value
 
As of December 31, 2010
                       
Equity Securities
  $ 102,212     $ 7,089     $ (31,381 )   $ 77,920  
Debt Securities:
                               
U. S. government agencies
    27,409,482       222,014       (128,414 )     27,503,082  
Government sponsored  mortgage-backed securities
    66,407,555       2,865,745       (9,649 )     69,263,651  
    $ 93,919,249     $ 3,094,848     $ (169,444 )   $ 96,844,653  


   
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized (Losses)
   
Approximate Fair Value
 
As of December 31, 2009
                       
Equity Securities
  $ 102,212     $ 4,055     $ (41,219 )   $ 65,048  
Debt Securities:
                               
U. S. government agencies
    30,528,386       98,160       (86,326 )     30,540,220  
Government sponsored mortgage-backed securities
    69,844,555       2,209,428       -       72,053,983  
    $ 100,475,153     $ 2,311,643     $ (127,545 )   $ 102,659,251  
 
Maturities of available-for-sale debt securities as of December 31, 2010:

   
Amortized Cost
   
Approximate Fair Value
 
1-5 years
  $ 26,409,482     $ 26,549,593  
After five years
    1,000,000       953,489  
Government sponsored mortgage-backed securities not due on a single maturity date
    66,407,555       69,263,651  
    $ 93,817,037     $ 96,766,733  

 
28

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements
 
The amortized cost and approximate fair values, together with gross unrealized gains and losses, of securities classified as held to maturity are as follows:

   
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized (Losses)
   
Approximate Fair Value
 
As of December 31, 2010
                       
Debt Securities:
                       
Government sponsored mortgage-backed securities
  $ 260,956     $ 20,828     $ -     $ 281,784  
    $ 260,956     $ 20,828     $ -     $ 281,784  
 
   
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized (Losses)
   
Approximate Fair Value
 
As of December 31, 2009
                       
Debt Securities:
                       
U.S. government agencies
  $ 114,119     $ -     $ (535 )   $ 113,584  
Government sponsored mortgage-backed securities
    358,664       27,470       -       386,134  
    $ 472,783     $ 27,470     $ (535 )   $ 499,718  
 
Maturities of held-to-maturity securities as of December 31, 2010:

   
Amortized
Cost
   
Approximate
Fair Value
 
Government sponsored mortgage-backed  securities not due on a single maturity date
  $ 260,956     $ 281,784  
    $ 260,956     $ 281,784  

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $62,981,616 and $67,572,830 as of December 31, 2010 and 2009, respectively.

Gross gains of $275,125, $689,769 and $0 and gross losses of $0, $0 and $563,615 resulting from sale of available-for-sale securities and other than temporary impairment write-downs were realized for the years ended December 31, 2010, 2009 and 2008 respectively.  The tax effect of these net gains (losses) was $101,796, $255,215 and ($208,538) in 2010, 2009 and 2008, respectively.

The Company evaluates all securities quarterly to determine if any unrealized losses are deemed to be other than temporary.  Certain investment securities are valued less than their historical cost. These declines are primarily the result of the rate for these investments yielding less than current market rates, or declines in stock prices of equity securities. Based on evaluation of available evidence, management believes the declines in fair value for these securities are temporary. It is management’s intent to hold the debt securities to maturity or until recovery of the unrealized loss. Should the impairment of any of these debt securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified, to the extent the loss is related to credit issues, and to other comprehensive income to the extent the decline on debt securities is related to other factors and the Company does not intend to sell the security prior to recovery of the unrealized loss.

 
29

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

No securities were written down for other-than-temporary impairment during the years ended December 31, 2010 and 2009.  During the fourth quarter of 2008, the Company determined that one investment security in the other equity securities category had become other than temporarily impaired. As a result of this impairment, the Company charged down the security to its current market value. The total of this charge-down was $465,827 for fiscal year 2008.

Certain other investments in debt and equity securities are reported in the financial statements at an amount less than their historical cost.  Total fair value of these investments at December 31, 2010 and 2009, was $5,386,231 and $7,052,226, respectively, which is approximately 6% and 7% of the Company’s investment portfolio.  These declines primarily resulted from changes in market interest rates and failure of certain investments to meet projected earnings targets.

The following table shows gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2010 and 2009.

   
December 31, 2010
 
                   
   
Less than 12 Months
   
12 Months or More
   
Total
 
Description of Securities
 
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
                                     
Equity Securities
  $ -     $ -     $ 40,153     $ (31,381 )   $ 40,153     $ (31,381 )
U. S. government agencies
    4,374,049       (128,414 )     -       -       4,374,049       (128,414 )
Government sponsored mortgage-backed securities
    972,029       (9,649 )     -       -       972,029       (9,649 )
    $ 5,346,078     $ (138,063 )   $ 40,153     $ (31,381 )   $ 5,386,231     $ (169,444 )
 
   
December 31, 2009
 
                   
   
Less than 12 Months
   
12 Months or More
   
Total
 
Description of Securities
 
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
 
                                     
Equity Securities
  $ -     $ -     $ 30,315     $ (41,219 )   $ 30,315     $ (41,219 )
U. S. government agencies
    7,021,911       (86,861 )     -       -       7,021,911       (86,861 )
    $ 7,021,911     $ (86,861 )   $ 30,315     $ (41,219 )   $ 7,052,226     $ (128,080 )
 
 
30

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

NOTE 3:                      LOANS AND ALLOWANCE FOR LOAN LOSSES

Categories of loans at December 31, 2010 and 2009 include:

   
December 31,
 
   
2010
   
2009
 
Real estate - residential mortgage:
           
One to four family units
  $ 103,052,035     $ 108,121,572  
Multi-family
    44,138,034       35,904,241  
Real estate - construction
    63,308,397       75,391,039  
Real estate - commercial
    195,889,801       196,727,440  
Commercial loans
    85,427,589       92,533,944  
Consumer and other loans
    23,425,843       30,567,997  
Total loans
    515,241,699       539,246,233  
Less:
               
Allowance for loan losses
    (13,082,703 )     (14,076,123 )
Deferred loan fees/costs, net
    (178,611 )     (132,057 )
Net loans
  $ 501,980,385     $ 525,038,053  
 
Classes of loans by aging at December 31, 2010 were as follows:

   
30-59 Days
Past Due
   
60-89 Days
Past Due
   
Greater Than
90 Days
   
Total Past
Due
   
Current
   
Total Loans
Receivable
   
Total Loans >
90 Days and
Accruing
 
   
(In Thousands)
 
Real estate - residential mortgage:
                                         
One to four family units
  $ 1,158     $ 562     $ 1,591     $ 3,311     $ 99,741     $ 103,052     $ -  
Multi-family
    -       -       -       -       44,138       44,138       -  
Real estate - construction
    1,969       89       311       2,369       60,939       63,308       -  
Real estate - commercial
    -       234       -       234       195,656       195,890       -  
Commercial loans
    2,571       -       2,021       4,592       80,836       85,428       -  
Consumer and other loans
    100       25       29       154       23,272       23,426       -  
Total
  $ 5,798     $ 910     $ 3,952     $ 10,660     $ 504,582     $ 515,242     $ -  
 
Nonaccruing loans are summarized as follows:

   
December 31,
 
   
2010
   
2009
 
Real estate - residential mortgage:
           
One to four family units
  $ 3,119,760     $ 5,059,839  
Multi-family
    -       6,041,988  
Real estate - construction
    8,934,666       11,254,051  
Real estate - commercial
    2,980,117       920,603  
Commercial loans
    7,743,116       5,640,458  
Consumer and other loans
    234,475       5,367,839  
Total
  $ 23,012,134     $ 34,284,778  
 
 
31

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

Activity in the allowance for loan losses was as follows:

   
Years ended
 
   
December 31,
 
   
2010
   
2009
   
2008
 
                   
Balance, beginning of year
  $ 14,076,123     $ 16,728,492     $ 5,962,923  
Provision charged to expense
    5,200,000       6,900,000       14,744,079  
Losses charged off, net of recoveries of $1,191,644, $217,288 and $135,274 for the years ended December 31, 2010, 2009 and 2008 respectively
    (6,193,420 )     (9,552,369 )     (3,978,510 )
Balance, end of year
  $ 13,082,703     $ 14,076,123     $ 16,728,492  
 
The following table presents the activity in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of and for the year ended December 31, 2010:

   
Construction
   
Commercial
Real Estate
   
One to four
family
   
Multi-family
   
Commercial
   
Consumer
and Other
   
Total
 
Allowance for loan losses:
 
(In Thousands)
 
Balance, beginning of year
  $ 2,810     $ 2,923     $ 1,646     $ 393     $ 3,554     $ 2,750     $ 14,076  
Provision charged to expense
    5,620       563       948       135       716       (2,782 )   $ 5,200  
Losses charged off
    (3,893 )     (373 )     (906 )     -       (1,847 )     (366 )   $ (7,385 )
Recoveries
    10       12       25       -       60       1,085     $ 1,192  
Balance, end of year
  $ 4,547     $ 3,125     $ 1,713     $ 528     $ 2,483     $ 687     $ 13,083  
Ending balance: individually evaluated for impairment
  $ 3,134     $ 1,384     $ 149     $ -     $ 1,052     $ 307     $ 6,026  
Ending balance:  collectively evaluated for impairment
  $ 1,413     $ 1,741     $ 1,564     $ 528     $ 1,431     $ 380     $ 7,057  
Loans:
                                                       
Ending balance:  individually evaluated for impairment
  $ 9,281     $ 5,150     $ 3,363     $ -     $ 8,409     $ 1,008     $ 27,211  
Ending balance:  collectively evaluated for impairment
  $ 54,027     $ 190,740     $ 99,689     $ 44,138     $ 77,019     $ 22,418     $ 488,031  

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC-310-10-35-16), when based on current information and events, it is probable the Bank will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan.  Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties.  These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

 
32

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

The following summarized impaired loans at December 31, 2010:

   
Recorded
Balance
   
Unpaid
Principal
Balance
   
Specific
Allowance
   
Average
Investment
in Impaired
Loans
   
Interest
 Income
Recognized
 
   
(In Thousands)
 
Real estate - residential mortgage:
                             
One to four family units
  $ 3,363     $ 3,380     $ 149     $ 4,521     $ 185  
Mulit-family
    -       -       -       1,007       -  
Real estate - construction
    9,281       10,683       3,134       7,221       9  
Real estate -  commercail
    5,150       5,150       1,384       3,671       30  
Commercial loans
    8,409       10,364       1,052       8,383       41  
Consumer and other loans
    1,008       1,011       307       4,193       93  
Total
  $ 27,211     $ 30,588     $ 6,026     $ 28,996     $ 358  

Interest of approximately $1,223,789 and $960,075 was recognized on average impaired loans of $39,642,406 and $22,220,454 for the years ended December 31, 2009 and 2008, respectively.  The total impaired loans were $40,009,123 as of December 31, 2009.  The impaired loans with a valuation allowance were $26,774,139 with a related allowance of $7,240,708 and impaired loans without a valuation allowance were $13,234,984 as of December 31, 2009.

Included in certain loan categories in the impaired loans are troubled debt restructurings that were classified as impaired.  At December 31, 2010, the Bank did not have any troubled debt restructurings.  At December 31, 2009, the Bank had $783,573 of residential mortgages, $72,077 of commercial domestic loans and $5,995,497 of real estate loans that were modified in troubled debt restructurings and impaired.  The troubled debt restructurings as of December 31, 2009 consisted of three loans, of which the two commercial domestic and real estate loans of $6,067,574 were subsequently charged off.  The residential mortgage loan of $783,573 performed in accordance with the modified terms for a year and was removed from impaired loan and troubled debt restructurings categories.

As part of the on-going monitoring of the credit quality of the Bank’s loan portfolio, management tracks loans by an internal rating system.  All loans are assigned an internal credit quality rating based on an analysis of the borrower’s financial condition.  The criteria used to assign quality ratings to extensions of credit that exhibit potential problems or well-defined weaknesses are primarily based upon the degree of risk and the likelihood of orderly repayment, and their effect on the Bank’s safety and soundness.  The following are the internally assigned ratings:

Pass-This rating represents loans that have strong asset quality and liquidity along with a multi-year track record of profitability.

Special mention-This rating represents loans that are currently protected but are potentially weak.  The credit risk may be relatively minor, yet constitute an increased risk in light of the circumstances surrounding a specific loan.

Substandard-This rating represents loans that show signs of continuing negative financial trends and unprofitability and therefore, is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any.

 
33

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

The following table provides information about the credit quality of the loan portfolio using the Bank’s internal rating system as of December 31, 2010:

   
Construction
   
Commercial
Real Estate
   
One to four family
   
Multi-family
   
Commercial
   
Consumer
and Other
   
Total
 
   
(In Thousands)
 
Rating:
                                         
Pass
  $ 45,307     $ 173,210     $ 93,816     $ 44,138     $ 73,291     $ 21,580     $ 451,342  
Special Mention
    4,621       7,604       2,962       -       1,028       4       16,219  
Substandard
    13,380       15,076       6,274       -       11,109       1,842       47,681  
Total
  $ 63,308     $ 195,890     $ 103,052     $ 44,138     $ 85,428     $ 23,426     $ 515,242  
 
The weighted average interest rate on loans as of December 31, 2010 and 2009 was 5.61% and 5.53%, respectively.

The Bank serviced mortgage loans for others amounting to $237,605 and $279,849 as of December 31, 2010 and 2009, respectively.  The Bank serviced commercial loans for others amounting to $6,555,843 and $21,736,513 as of December 31, 2010 and 2009, respectively.

NOTE 4:                      PREMISES AND EQUIPMENT

Major classifications of premises and equipment, stated at cost, are as follows:

   
December 31,
2010
   
December 31,
2009
 
Land
  $ 2,250,789     $ 2,250,789  
Buildings and improvements
    11,503,087       11,489,655  
Automobile
    16,479       16,479  
Furniture, fixtures and equipment
    7,883,750       7,563,573  
Leasehold improvements
    271,799       271,799  
      21,925,904       21,592,295  
Less accumulated depreciation
    (10,601,219 )     (9,774,779 )
Net premises and equipment
  $ 11,324,685     $ 11,817,516  
 
Depreciation expense was $826,440, $965,504 and $934,941 for the years ended December 31, 2010, 2009, and 2008, respectively.
 
NOTE 5:                      BANK OWNED LIFE INSURANCE

In October 2009, the Company purchased $10 million of Bank owned life insurance on certain key members of management.  Such policies are recorded at their cash surrender value, or the amount that can be realized.  The increase in cash surrender value in excess of the single premium paid is reported as other noninterest income.  The balance at December 31, 2010 and 2009 was $10,449,630 and $10,069,540, respectively.

 
34

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

NOTE 6:                      OTHER COMPREHENSIVE INCOME

Other comprehensive income components and related taxes were as follows:

   
Year ended 
December 31,
 
   
2010
   
2009
   
2008
 
                   
Unrealized gains (losses) on available-for-sale securities
  $ 1,016,414     $ 1,720,966     $ (210,360 )
Unrealized gains on interest rate swaps
    -       -       1,695,836  
Accretion of gains on interest rate swaps
    (508,746 )     (1,017,492 )     (169,582 )
Less: Reclassification adjustment for realized (gains) losses and write-downs included in income
    (275,125 )     (689,769 )     563,615  
Other comprehensive income before tax effect
    232,543       13,705       1,879,509  
Tax expense
    86,041       5,061       695,418  
Other comprehensive income
  $ 146,502     $ 8,644     $ 1,184,091  
 
The components of accumulated other comprehensive income, included in stockholders’ equity, are as follows:

   
2010
   
2009
 
             
Unrealized gain on available-for-sale securities
  $ 2,925,403     $ 2,184,098  
Unrealized gain on interest rate swaps
    -       508,746  
      2,925,403       2,692,844  
Tax effect
    1,082,399       996,342  
Net of tax amount
  $ 1,843,004     $ 1,696,502  
 
NOTE 7:                      INVESTMENTS IN AFFORDABLE HOUSING PARTNERSHIPS

The Company has purchased investments in limited partnerships that were formed to operate low-income housing apartment complexes and single-family housing units throughout Missouri.  The investments are accounted for under the cost method as the Company does not have the ability to exert significant influence over the partnerships.  For a minimum 15 year compliance period, each partnership must adhere to affordable housing regulatory requirements in order to maintain the utilization of the tax credits. At December 31, 2010 and 2009, the net carrying value of the Company’s investments in these entities were $5,251,318 and $5,856,547, respectively, and are included in other assets on the Company’s Consolidated Balance Sheets.

The Company received federal tax credits of $551,000, $499,943 and $0 during 2010, 2009 and 2008, respectively.  Amortization of the investment costs were $480,322, $451,927 and $0 during 2010, 2009 and 2008, respectively.

 
35

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements
 
NOTE 8:                      DEPOSITS

   
December 31, 2010
   
December 31, 2009
 
   
Weighted Average Rate
   
Balance
   
Percentage of Deposits
   
Weighted Average Rate
   
Balance
   
Percentage of Deposits
 
 
                                   
Demand
    0.00 %   $ 26,634,448       5.5 %     0.00 %   $ 28,931,387       5.6 %
NOW
    0.78 %     74,984,520       15.6 %     1.19 %     55,453,004       10.8 %
Money market
    1.20 %     183,691,603       38.2 %     3.32 %     199,967,347       39.0 %
Savings
    0.69 %     19,189,236       4.0 %     0.99 %     14,643,695       2.9 %
      0.96 %     304,499,807       63.3 %     2.49 %     298,995,433       58.3 %
Certificates:
                                               
0% - 3.99%      1.64 %     144,008,702       30.0 %     2.16 %     137,610,825       26.8 %
4.00% - 5.99%      4.74 %     31,746,042       6.6 %     4.51 %     76,421,540       14.9 %
6.00% - 7.99%      6.00 %     439,722       0.1 %     7.77 %     23,304       0.0 %
      2.21 %     176,194,466       36.7 %     3.00 %     214,055,669       41.7 %
Total Deposits
    1.42 %   $ 480,694,273       100.0 %     2.70 %   $ 513,051,102       100.0 %
 
The aggregate amount of certificates of deposit with a minimum balance of $100,000 was approximately $67,264,000 and $70,308,000, as of December 31, 2010 and 2009, respectively.

A summary of certificates of deposit by maturity as of December 31, 2010, is as follows:

2011
  $ 121,003,245  
2012
    37,009,714  
2013
    13,066,883  
2014
    3,179,827  
2015
    1,866,679  
 Thereafter
    68,118  
    $ 176,194,466  
 
A summary of interest expense on deposits is as follows:

   
Years ended
December 31,
 
   
2010
   
2009
   
2008
 
                   
NOW and Money Market accounts
  $ 3,968,205     $ 6,151,371     $ 1,806,564  
Savings accounts
    140,382       121,362       142,739  
Certificate accounts
    5,536,701       9,140,075       12,341,918  
Early withdrawal penalties
    (17,155 )     (31,618 )     (71,489 )
    $ 9,628,133     $ 15,381,190     $ 14,219,732  
 
The Bank utilizes brokered deposits as an additional funding source.  The aggregate amount of brokered deposits was approximately $37,273,000 and $19,798,000 as of December 31, 2010 and 2009, respectively.

 
36

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

NOTE 9:                      BORROWINGS

Federal Home Loan Bank Advances

Federal Home Loan Bank advances consist of the following:

   
December 31, 2010
   
December 31, 2009
 
Maturity Date
 
Amount
   
Weighted Average Rate
   
Amount
   
Weighted Average Rate
 
2010
  $ -       -     $ 23,000,000       3.10 %
2011
    25,000,000       3.53 %     25,000,000       3.53 %
2013
    15,700,000       2.14 %     15,700,000       2.14 %
2015
    250,000       4.66 %     250,000       4.66 %
Thereafter
    52,100,000       2.25 %     52,100,000       2.25 %
    $ 93,050,000       2.58 %   $ 116,050,000       2.68 %
 
The FHLB requires the Bank to maintain collateral in relation to outstanding balances of advances.  For collateral purposes, the FHLB values mortgage loans free of other pledges, liens and encumbrances at 80% of their fair value, and investment securities free of other pledges, liens and encumbrances at 95% of their fair value.  Based on existing collateral as well as the FHLB’s limitation of advances to 25% of assets, the Bank has the ability to borrow an additional $57,745,000 from the FHLB, as of December 31, 2010.

Federal Reserve Bank Borrowings

During 2008, the Bank established a borrowing line with Federal Reserve Bank.  The Bank has the ability to borrow $39.0 million as of December 31, 2010.  The Federal Reserve Bank requires the Bank to maintain collateral in relation to borrowings outstanding.  The Bank had no borrowings outstanding on this line as of December 31, 2010 and 2009.

Securities Sold Under Agreements to Repurchase

The Company borrowed $9.8 million under a structured repurchase agreement in September 2007.  Effective in September 2009, interest is based on a fixed rate of 3.56% until maturity in September 2014.  The counterparty, Barclay’s Capital, Inc., has the option to terminate the agreement on a quarterly basis until maturity date.

The Company borrowed $30.0 million under three structured repurchase agreements in January 2008.  Interest is based on a fixed weighted average rate of 2.65% until maturity in January 2018.  Beginning in February 2010, the counterparty, Barclay’s Capital, Inc., has the option to terminate the agreements on a quarterly basis until maturity.

The Company has pledged certain investment securities with a fair value of $46.9 million and $47.1 million as of December 31, 2010 and 2009, respectively, to these repurchase agreements.
 
NOTE 10:                   SUBORDINATED DEBENTURES

During 2005, the Company formed two wholly owned grantor trust subsidiaries, Guaranty Statutory Trust I and Guaranty Statutory Trust II, to issue preferred securities representing undivided beneficial interests in the assets of the trusts and to invest the gross proceeds of the preferred securities in notes of the Company.  Trust I issued $5,000,000 of preferred securities and Trust II issued $10,000,000 of preferred securities.  The sole assets of Trust I were originally $5,155,000 aggregate principal amount of the Company’s fixed rate subordinated debenture notes due 2036, which are redeemable beginning in 2011.  The sole assets of Trust II were originally $10,310,000 aggregate principal amount of the Company’s fixed/variable rate subordinated debenture notes due 2036, which are redeemable beginning in 2011.  Trust II subordinated debenture notes bear interest at a fixed rate for five years and thereafter at a floating rate based on LIBOR.  The preferred securities qualify as either Tier I or Tier II capital for regulatory purposes, subject to certain limitations.

 
37

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

NOTE 11:                   INCOME TAXES

As of December 31, 2010 and 2009, retained earnings included approximately $5,075,000 for which no deferred income tax liability has been recognized.  This amount represents an allocation of income to bad debt deductions for tax purposes only.  Reduction of amounts so allocated for purposes other than tax bad debt losses or adjustments arising from carryback of net operating losses would create income for tax purposes only, which would be subject to the then current corporate income tax rate.  The unrecorded deferred income tax liability on the above amount was approximately $1,878,000 as of December 31, 2010 and 2009.

The provision (credit) for income taxes consists of:

   
Years Ended
December 31,
 
   
2010
   
2009
   
2008
 
                   
 Taxes currently payable
  $ 711,989     $ (2,335,819 )   $ 1,154,957  
 Deferred income taxes  
    (217,737 )     701,199       (4,143,816 )
    $ 494,252     $ (1,634,620 )   $ (2,988,859 )
 
The tax effects of temporary differences related to deferred taxes shown on the December 31, 2010 and 2009 balance sheets are:

   
2010
   
2009
 
Deferred tax assets:
           
Allowances for loan losses
  $ 4,840,600     $ 5,208,165  
Writedowns on foreclosed assets held for sale
    482,604       360,952  
State low income housing tax credits
    1,476,757       1,021,332  
Federal low income housing tax and other credits
    710,651       -  
Deferred loan fees/costs
    66,086       48,861  
Other
    164,610       18,500  
      7,741,308       6,657,810  
Deferred tax liabilities:
               
FHLB stock dividends
    (120,632 )     (120,632 )
Unrealized appreciation on available-for-sale securities
    (1,082,400 )     (808,116 )
Accumulated depreciation
    (175,448 )     (164,223 )
Other
    (68,310 )     (93,078 )
      (1,446,790 )     (1,186,049 )
Deferred tax asset before valuation allowance
    6,294,518       5,471,761  
Valuation allowance:
               
Beginning balance
    (785,696 )     -  
Increase for state low income housing tax credits during the period
    (691,061 )     (785,696 )
Ending balance
    (1,476,757 )     (785,696 )
Net deferred tax asset
  $ 4,817,761     $ 4,686,065  
 
 
38

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

A reconciliation of income tax expense at the statutory rate to income tax expense at the Company’s effective rate is shown below:

   
Years ended
December 31,
 
                   
   
2010
   
2009
   
2008
 
Computed at statutory rate
    34.0 %     (34.0 %)     (34.0 %)
Increase (reduction) in taxes resulting from:
                       
State financial institution tax and credits
    (26.2 %)     (30.6 %)     0.1 %
ESOP
    (4.4 %)     (1.9 %)     0.5 %
Cash surrender value of life insurance
    (8.0 %)     (0.8 %)        
Valuation allowance
    42.5 %     19.8 %     -  
Other
    (7.5 %)     6.4 %     (2.4 %)
Actual tax provision (credit)
    30.4 %     (41.1 %)     (35.8 %)
 
Missouri law provides that banks will be taxed based on an annual privilege tax of 7% of net income.  The privilege tax is included in the provision for income taxes.
 
NOTE 12:                    DISCLOSURES ABOUT FAIR VALUE OF ASSETS AND LIABILITIES

ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The standard describes three levels of inputs that may be used to measure fair value:
 
 
Level 1: Quoted prices in active markets for identical assets or liabilities
 
 
Level 2: 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 for substantially the full term of the assets or liabilities

 
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

The following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Available-for-sale securities:  Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy.  Level 1 securities include equity securities.  If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.  Level 2 securities include U.S. government agencies and government sponsored mortgage-backed securities.  The Company has no Level 3 securities.

 
39

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

The following table presents the fair value measurements of assets recognized in the accompanying balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2010 and 2009 (dollar amounts in thousands):

As of December 31, 2010
Financial assets:

   
Level 1 inputs
   
Level 2 inputs
   
Level 3 inputs
   
Total fair value
 
Equity securities:
                       
Other
  $ 78     $ -     $ -     $ 78  
Debt securities:
                               
U.S. government agencies
    -       27,503       -       27,503  
Government sponsored mortgage-backed securities
    -       69,264       -       69,264  
Available-for-sale securities
  $ 78     $ 96,767     $ -     $ 96,845  
 
As of December 31, 2009
Financial assets:

   
Level 1 inputs
   
Level 2 inputs
   
Level 3 inputs
   
Total fair value
 
Equity securities:
                       
Other
  $ 65     $ -     $ -     $ 65  
Debt securities:
                               
U.S. government agencies
    -       30,540       -       30,540  
Government sponsored mortgage-backed securities
    -       72,054       -       72,054  
Available-for-sale securities
  $ 65     $ 102,594     $ -     $ 102,659  

The following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Foreclosed Assets Held for Sale:   Fair value is estimated using recent appraisals, comparable sales and other estimates of value obtained principally from independent sources, adjusted for selling costs.  Foreclosed assets held for sale are classified within Level 3 of the valuation hierarchy.

 
Impaired loans (Collateral Dependent):   Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment.  Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral dependent loans.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized.  This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

 
40

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2010 and 2009 (dollar amounts in thousands):

Impaired loans:

   
Level 1 inputs
   
Level 2 inputs
   
Level 3 inputs
   
Total fair value
 
December 31, 2010
  $ -     $ -     $ 16,163     $ 16,163  
                                 
December 31, 2009
  $ -     $ -     $ 17,186     $ 17,186  
                                 
Foreclosed assets held for sale:
                               
   
Level 1 inputs
   
Level 2 inputs
   
Level 3 inputs
   
Total fair value
 
December 31, 2010
  $ -     $ -     $ 6,686     $ 6,686  
                                 
December 31, 2009
  $ -     $ -     $ 3,897     $ 3,897  

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value.

Cash and cash equivalents, interest-bearing deposits and Federal Home Loan Bank stock
The carrying amounts reported in the balance sheets approximate those assets' fair value.

Held-to-maturity securities
Fair value is based on quoted market prices, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

Loans
The fair value of loans is estimated by discounting the future cash flows using the market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.  Loans with similar characteristics were aggregated for purposes of the calculations.  The carrying amount of accrued interest approximates its fair value.

Deposits
Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits.  The carrying amount approximates fair value.  The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using rates currently offered for deposits of similar remaining maturities.
 
 
Federal Home Loan Bank advances and securities sold under agreements to repurchase
The fair value of advances and securities sold under agreements to repurchase is estimated by using rates on debt with similar terms and remaining maturities.

Subordinated debentures and notes payable
For these variable rate instruments, the carrying amount is a reasonable estimate of fair value.  There is currently a limited market for similar debt instruments and the Company has the option to call the subordinated debentures at an amount close to its par value.

Interest payable
The carrying amount approximates fair value.

Commitments to originate loans, letters of credit and lines of credit
The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counterparties.  For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.  The fair value of letters of credit and lines of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.

 
41

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

The following table presents estimated fair values of the Company’s financial instruments at December 31, 2010 and 2009.

   
December 31, 2010
   
December 31, 2009
 
   
Carrying Amount
   
Fair Value
   
Carrying Amount
   
Fair Value
 
Financial assets:
                       
Cash and cash equivalents
  $ 14,145,329     $ 14,145,329     $ 33,016,697     $ 33,016,697  
Interest-bearing deposits
    12,785,000       12,785,000       16,560,802       16,560,802  
Held-to-maturity securities
    260,956       281,784       472,783       499,718  
Federal Home Loan Bank stock
    5,025,200       5,025,200       5,976,600       5,976,600  
Mortgage loans held for sale
    2,685,163       2,685,163       3,465,080       3,465,080  
Loans, net
    501,980,385       508,839,154       525,038,053       529,941,646  
Interest receivable
    2,670,274       2,670,274       2,671,563       2,671,563  
Financial liabilities:
                               
Deposits
    480,694,273       482,094,550       513,051,102       517,380,184  
Federal Home Loan Bank advances
    93,050,000       92,694,525       116,050,000       112,377,239  
Securities sold under agreements to repurchase
    39,750,000       40,473,482       39,750,000       40,198,606  
Subordinated debentures
    15,465,000       15,465,000       15,465,000       15,465,000  
Interest payable
    878,675       878,675       1,398,122       1,398,122  
Unrecognized financial instruments (net of contractual value):
                               
Commitments to extend credit
    -       -       -       -  
Unused lines of credit
    -       -       -       -  

NOTE 13:                   SIGNIFICANT ESTIMATES AND CONCENTRATIONS

Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations.  Estimates related to the allowance for loan losses are reflected in the footnote regarding loans.  Current vulnerabilities due to certain concentrations of credit risk are discussed in the footnote regarding loans.

The current protracted economic decline continues to present financial institutions with circumstances and challenges which in some cases have resulted in large declines in the fair values of investments and other assets, constraints on liquidity and significant credit quality problems, including severe volatility in the valuation of real estate and other collateral supporting loans.  The financial statements have been prepared using the values and information currently available to the Company.

Given the volatility of current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for loan losses, or capital that could negatively impact the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity.
 
NOTE 14:                   EMPLOYEE BENEFIT PLANS

Equity Plans
On May 26, 2010, the Company’s stockholders voted to approve the Guaranty Federal Bancshares, Inc. 2010 Equity Plan (the ”Plan”).  The Plan provides for the grant of up to 200,000 shares of Common Stock under equity awards including stock options, stock awards, restricted stock, stock appreciation rights, performance units, or other equity-based awards payable in cash or stock to key employees and directors of the Company and the Bank.  As of December 31, 2010, non-incentive stock options for 25,000 shares of Common Stock have been granted under the Plan.

 
42

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

In addition, the Company established four stock option plans for the benefit of certain directors, officers and employees of the Company and its subsidiary.  A committee of the Company’s Board of Directors administers the plans.  The stock options under these plans may be either incentive stock options or nonqualified stock options.  Incentive stock options can be granted only to participants who are employees of the Company or its subsidiary.  The option price must not be less than the market value of the Company stock on the date of grant.  All options expire no later than ten years from the date of grant.  The options vest at the rate of 20% per year over a five-year period.

The table below summarizes transactions under the Company’s stock option plans:

   
Number of shares
       
   
Incentive Stock Option
   
Non-Incentive Stock Option
   
Weighted Average Exercise Price
 
Balance outstanding as of January 1, 2008
    118,033       114,206     $ 20.48  
Granted
    34,000       20,000       26.72  
Exercised
    (28,313 )     (15,002 )     13.36  
Forfeited
    (15,470 )     (2,500 )     21.17  
Balance outstanding as of December 31, 2008
    108,250       116,704       23.29  
Granted
    41,500       20,000       5.31  
Exercised
    -       -       -  
Forfeited
    (1,000 )     -       28.43  
Balance outstanding as of December 31, 2009
    148,750       136,704       19.40  
Granted
    46,000       45,000       5.24  
Exercised
    -       -       -  
Forfeited
    -       (10,875 )     10.50  
Balance outstanding as of December 31, 2010
    194,750       170,829       16.14  
Options exercisable as of December 31, 2010
    86,350       89,329       21.56  

Stock-based compensation expense recognized for the years ended December 31, 2010, 2009 and 2008 was $109,386, $95,268 and $92,846, respectively.  As of December 31, 2010, there was $275,788 of unrecognized compensation expense related to nonvested stock options, which will be recognized over the remaining vesting period.

As of December 31, 2010, total outstanding stock options of 365,579 had a remaining contractual life of 5.35 years.

The total intrinsic value of outstanding stock options was $0 at December 31, 2010 and 2009, respectively, and the total intrinsic value of outstanding exercisable stock options was $0 at December 31, 2010 and 2009, respectively.  There were no options exercised during fiscal years 2010 and 2009.  The total fair value of share awards vested was $144,347 and $179,736 during 2010 and 2009, respectively.

 
43

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

The fair value of each option granted is estimated on the date of the grant using the Black-Scholes pricing model with the following weighted-average assumptions:

   
December 31, 2010
   
December 31, 2009
   
December 31, 2008
 
Dividends per share
  $ -     $ -     $ 0.36  
Risk-free interest rate
    2.15 %     1.75 %     3.25 %
Expected life of options
 
5 years
   
5 years
   
5 years
 
Weighted-average volatility
    42.62 %     57.58 %     7.17 %
Weighted-average fair value of options granted during year
  $ 2.04     $ 1.31     $ 1.72  

Employee Stock Ownership Plan
The Bank sponsors an internally-leveraged Employee Stock Ownership Plan (ESOP).  All employees are eligible to participate after they attain age twenty-one and complete twelve consecutive months of service during which they work at least 1,000 hours. The ESOP borrowed $3,444,540 from the Company and purchased 344,454 shares of the common stock of the Company. The ESOP debt is secured by shares of the Company.  The loan will be repaid from contributions to the ESOP as approved annually by the Bank’s Board of Directors.  As the debt is repaid, shares are released from collateral and allocated to employees’ accounts. The shares pledged as collateral are reported as unearned ESOP shares in the consolidated balance sheets. When shares are committed for release, the shares become outstanding for earnings per share computations.  Dividends on allocated ESOP shares are recorded as a reduction of retained earnings and may be paid directly to participants or credited to their account; dividends are not paid on unallocated ESOP shares.  Compensation expense is recognized ratably based on the average fair value of shares committed to be released.  Compensation expense attributed to the ESOP was $100,014, $121,219 and $408,388 for the years ended December 31, 2010, 2009 and 2008, respectively.

The following is a summary of ESOP shares as of December 31, 2010:

Beginning ESOP shares
    344,454  
Released shares
    (276,599 )
Shares committed for release
    (22,618 )
Unreleased shares
    45,237  
         
Fair value of unreleased shares
  $ 215,328  
 
NOTE 15:                   DERIVATIVE FINANCIAL INSTRUMENTS

The Company recorded all derivative financial instruments at fair value in the financial statements.  Derivatives were used as a risk management tool to hedge the exposure to changes in interest rates or other identified market risks.

When a derivative is intended to be a qualifying hedged instrument, the Company prepares written hedge documentation that designates the derivative as 1) a hedge of fair value of a recognized asset or liability (fair value hedge) or 2) a hedge of a forecasted transaction, such as, the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge).  The written documentation includes identification of, among other items, the risk management objective, hedging instrument, hedged item, and methodologies for assessing and measuring hedge effectiveness and ineffectiveness, along with support for management’s assertion that the hedge will be highly effective.

On November 7, 2008, the Company elected to terminate three interest rate swap agreements with a total notional value of $90 million.  At termination, the swaps had a market value (gain) of approximately $1.7 million.  The gain was deferred and was accreted into income.  The Company recognized $508,746 and $1.0 million of this gain in 2010 and 2009, respectively.  As of June 30, 2010, the original gain at termination was fully accreted into income in accordance with the stated maturity date of the original agreement.

 
44

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

NOTE 16:                   PREFERRED STOCK AND COMMON STOCK WARRANTS

On January 30, 2009, as part of the U.S. Department of the Treasury's Troubled Asset Relief Program's Capital Purchase Program (“CPP”), the Company entered into a Securities Purchase Agreement - Standard Terms with the United States Department of the Treasury (the "Treasury") pursuant to which the Company sold to the Treasury 17,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the "Series A Preferred Stock") and issued a ten year warrant (the "Warrant") to purchase 459,459 shares of the Company's common stock (the "Common Stock") for $5.55 per share (the "Warrant Shares") for a total purchase price of $17.0 million (the "Transaction").

The Series A Preferred Stock qualifies as Tier 1 capital and is entitled to cumulative preferred dividends at a rate of 5% per year for the first five years, payable quarterly, and 9% thereafter. The Series A Preferred Stock has a liquidation preference of $1,000 per share, plus accrued and unpaid dividends.  The failure by the Company to pay a total of six quarterly dividends, whether or not consecutive, gives the holders of the Series A Preferred Stock the right to elect two directors to the Company's Board of Directors.

The Company may redeem the Series A Preferred Stock for $1,000 per share, plus accrued and unpaid dividends, in whole or in part, subject to regulatory approval.

The Warrant is exercisable immediately upon issuance and expires in ten years. The Warrant has anti-dilution protections and certain other protections for the holder of the Warrant, as well as potential registration rights upon written request from the Treasury.  The Treasury has agreed not to exercise voting rights with respect to the Warrant Shares that it may acquire upon exercise of the Warrant. If the Series A Preferred Stock is redeemed in whole, the Company has the right to purchase any shares of the Common Stock held by the Treasury at their fair market value at that time.

The Company is subject to certain contractual restrictions under the CPP and the Certificate of Designations for the Series A Preferred Stock that could prohibit the Company from declaring or paying dividends on its common stock or the Series A Preferred Stock.

The proceeds from the CPP were allocated between the Series A Preferred Stock and the Warrant based on a fair value assigned using a discounted cash flow model.  This resulted in an initial value of $15,622,189 for the Series A Preferred Stock and $1,377,811 for the Warrants.  The discount of approximately $1.4 million on the Series A Preferred Stock is being accreted over the straight-line method (which approximates the level-yield method) over five years ending February 28, 2014.

On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (the “ARRA”) was signed into law.  The ARRA imposes certain additional executive compensation and corporate expenditure limits on all current and future CPP recipients.  These limits are in addition to those previously imposed by the Treasury under the Emergency Economic Stabilization Act of 2008 (the “EESA”).  The Treasury released an interim final rule (the “IFR”) on TARP standards for compensation and corporate governance on June 10, 2009, which implemented and further expanded the limitations and restrictions imposed by EESA and ARRA.  The IFR applies to the Company as of the date of publication in the Federal Register on June 15, 2009, but was subject to comment which ended on August 14, 2009.  The Treasury has not yet published a final version of the IFR.

As a result of the Company’s participation in the CPP, the restrictions and standards established under EESA and ARRA are applicable to the Company.  Neither the ARRA nor the EESA restrictions shall apply to any CPP recipient, including the Company, at such time that the federal government no longer holds any of the Company’s Series A Preferred Stock.

 
45

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

NOTE 17:                   OTHER EXPENSES

Other expenses for the years ended December 31, 2010, 2009 and 2008 were as follows:

   
December 31,
 2010
   
December 31,
 2009
   
December 31,
2008
 
Directors compensation
  $ 178,376     $ 167,749     $ 165,407  
Outside services
    55,000       86,730       110,012  
Legal expense
    444,904       370,988       123,346  
Miscellaneous deposit expense
    44,864       103,752       58,483  
Office supplies
    109,424       126,844       120,329  
Telephone
    107,738       104,166       81,328  
Postage
    172,792       175,017       191,374  
Insurance
    68,628       62,971       70,318  
Supervisory exam
    60,115       57,271       46,013  
Accounting
    165,000       187,389       164,672  
Organization dues
    114,037       98,853       98,617  
Loan expense
    427,775       285,078       232,565  
Contributions
    40,140       40,302       40,147  
ATM expense
    200,224       260,375       229,356  
Other operating
    544,083       563,571       669,166  
    $ 2,733,100     $ 2,691,056     $ 2,401,133  

NOTE 18:                   RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Bank has granted loans to executive officers and directors and their affiliates.  Annual activity consisted of the following:

   
Year ended December 31,
 
   
2010
   
2009
   
2008
 
                   
Balance, beginning of year
  $ 6,829,498     $ 6,800,439     $ 3,590,630  
New Loans
    -       688,200       4,460,569  
Repayments
    (847,378 )     (659,141 )     (1,250,760 )
                         
Balance, end of year
  $ 5,982,120     $ 6,829,498     $ 6,800,439  

 In management's opinion, such loans and other extensions of credit and deposits were made in the ordinary course of business and were made on substantially the same terms as those prevailing at the time for comparable transactions with other persons.  Further, in management's opinion, these loans did not involve more than normal risk of collectability or present other unfavorable features.
 
NOTE 19:                   COMMITMENTS AND CREDIT RISK

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 a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Bank evaluates each customer's credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the counterparty.  Collateral held varies but may include accounts receivable, inventory, property and equipment, commercial real estate and residential real estate.

 
46

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

As of December 31, 2010 and 2009, the Bank had outstanding commitments to originate fixed-rate mortgage loans of approximately $7,949,000 and $5,589,000, respectively.  The commitments extend over varying periods of time with the majority being disbursed within a thirty-day period.

Standby letters of credit are irrevocable conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  Financial standby letters of credit are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions.  Performance standby letters of credit are issued to guarantee performance of certain customers under non-financial contractual obligations.  The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loans to customers.  Fees for letters of credit are initially recorded by the Bank as deferred revenue and are included in earnings at the termination of the respective agreements.  Should the Bank be obligated to perform under the standby letters of credit, the Bank may seek recourse from the customer for reimbursement of amounts paid.

The Bank had total outstanding standby letters of credit amounting to $12,261,000 and $15,623,000 as of December 31, 2010 and 2009, respectively, with terms ranging from 30 days to 4 years.

The Bank has confirming letters of credit from the FHLB issued to enhance Bank issued letters of credit granted to various customers for industrial revenue bond issues.  As of December 31, 2010 and 2009, these letters of credit aggregated approximately $10,984,000 and $6,613,000.  As of December 31, 2009, a portion of these letters of credit totaling approximately $4,148,000 were held with another correspondent bank, but were moved to the FHLB in 2010.  The terms of these letters of credit are one year from issuance

Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Lines of credit generally have fixed expiration dates.  Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements.  Each customer's credit worthiness is evaluated on a case-by-case basis.  The amount of collateral obtained, if deemed necessary, is based on management's credit evaluation of the counterparty.  Collateral held varies but may include accounts receivable, inventory, property and equipment, commercial real estate and residential real estate.  Management uses the same credit policies in granting lines of credit as it does for on balance sheet instruments.

As of December 31, 2010 and 2009, unused lines of credit to borrowers aggregated approximately $50,473,000 and $32,539,000, respectively, for commercial lines and $17,525,000 and $17,820,000, respectively, for open-end consumer lines.

As of December 31, 2010 and 2009, the Company had commitments to purchase $1.9 million and $2.0 million, respectively, in federal low income housing investments in southwest Missouri.

 
47

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

NOTE 20:                   CONDENSED PARENT COMPANY STATEMENTS

The condensed balance sheets as of December 31, 2010 and 2009, and statements of operations and cash flows for the years ended December 31, 2010, 2009 and 2008 for the parent company, Guaranty Federal Bancshares, Inc., are as follows:

Balance Sheets
 
December 31,
 
   
2010
   
2009
 
Assets
           
Cash
  $ 1,197,553     $ 2,813,094  
Available-for-sale securities
    77,920       65,048  
Due from subsidiary
    21,295       22,195  
Investment in subsidiary
    65,164,131       62,944,398  
Investment in Capital Trust I & II
    465,000       465,000  
Prepaid expenses and other assets
    287,684       391,471  
Refundable income taxes
    499,486       395,344  
Deferred income taxes
    38,833       43,596  
    $ 67,751,902     $ 67,140,146  
Liabilities
               
Subordinated debentures
  $ 15,465,000     $ 15,465,000  
Accrued expenses and other liabilities
    246,136       264,513  
Stockholders' equity
               
Series A preferred stock
    16,150,350       15,874,788  
Common stock
    677,980       677,980  
Common stock warrants
    1,377,811       1,377,811  
Additional paid-in capital
    58,505,046       58,523,646  
Unearned ESOP shares
    (432,930 )     (660,930 )
Retained earnings
    35,746,914       35,741,705  
Unrealized appreciation on available-for-sale securities and interest rate swaps, net
    1,843,004       1,696,502  
Treasury stock
    (61,827,409 )     (61,820,869 )
    $ 67,751,902     $ 67,140,146  
 
 
48

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements
 
Statements of Operations
 
Years ended December 31,
 
   
2010
   
2009
   
2008
 
                   
Income
                 
Dividends from subsidiary bank
  $ -     $ -     $ 2,537,098  
Gain (loss) on investment securities
    -       365,077       (563,615 )
Interest income:
                       
Related party
    25,933       36,726       70,165  
Other
    30,783       55,425       78,865  
      56,716       457,228       2,122,513  
Expense
                       
Interest expense:
                       
Other
    -       2,556       53,132  
Related party
    1,023,783       1,023,783       1,023,783  
Occupancy
    -       -       2,200  
Other
    463,502       458,947       686,676  
      1,487,285       1,485,286       1,765,791  
Income (loss) before income taxes and equity in undistributed losses of subsidiaries
    (1,430,569 )     (1,028,058 )     356,722  
Credit for income taxes
    (480,000 )     (302,528 )     (595,913 )
Income (loss) before equity in undistributed earnings of subsidiaries
    (950,569 )     (725,530 )     952,635  
Equity in undistributed income
                       
(losses) of subsidiaries
    2,081,340       (1,615,188 )     (6,312,346 )
Net income (loss)
  $ 1,130,771     $ (2,340,718 )   $ (5,359,711 )
 
 
49

 
 
Guaranty Federal Bancshares, Inc.
Notes to Consolidated Financial Statements

Statements of Cash Flows
 
Years ended December 31,
 
   
2010
   
2009
   
2008
 
                   
Cash Flows From Operating Activities
                 
                   
Net income (loss)
  $ 1,130,771     $ (2,340,718 )   $ (5,359,711 )
Items not requiring (providing) cash:
                       
Equity in undistributed (income) loss of subsidiaries
    (2,081,340 )     1,615,188       3,775,248  
Release of ESOP shares
    100,014       121,219       408,388  
Stock award plan expense
    109,386       95,268       92,846  
(Gain) Loss on investment securities
    -       (365,077 )     563,615  
Changes in:
                       
Prepaid expenses and other assets
    103,787       11,094       64,497  
Income taxes payable/refundable
    (104,143 )     (62,672 )     434,415  
Accrued expenses
    (18,376 )     (31,264 )     (34,475 )
Net cash used in operating activities
    (759,901 )     (956,962 )     (55,177 )
                         
Cash Flows From Investing Activities
                       
Capital contributions to subsidiary bank
    -       (13,000,000 )     -  
Purchase of AFS securities
    -       -       (717,512 )
Maturities of AFS securities
    -       -       300,000  
Proceeds from sales of AFS securities
    -       834,952       -  
Distributions in excess of net income of subsidiary
    -       -       2,537,098  
Net decrease in advance to subsidiary
    -       -       5,932  
Net cash provided by (used in) investing activities
    -       (12,165,048 )     2,125,518  
                         
Cash Flows From Financing Activities
                       
Stock options exercised
    -       -       578,661  
Cash dividends paid on common and preferred stock
    (850,000 )     (672,917 )     (1,397,922 )
Treasury stock purchased
    (6,540 )     (7,515 )     (1,465,150 )
Repayment of advances from subsidiary
    900       -       -  
Proceeds from issuance of notes payable
    -       -       1,064,000  
Repayment of notes payable
    -       (1,435,190 )     (347,000 )
Proceeds from issuance of preferred stock and warrants
    -       17,000,000       -  
Net cash provided by (used in) financing activities
    (855,640 )     14,884,378       (1,567,411 )
                         
Increase (decrease) in cash
    (1,615,541 )     1,762,368       502,930  
                         
Cash, beginning of year
    2,813,094       1,050,726       547,796  
                         
Cash, end of year
  $ 1,197,553     $ 2,813,094     $ 1,050,726  
 
 
50

 
 
Report of Independent Registered Public Accounting Firm
 
Audit Committee, Board of Directors and Stockholders
Guaranty Federal Bancshares, Inc.
Springfield, Missouri
 
We have audited the accompanying consolidated balance sheets of Guaranty Federal Bancshares, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2010.  The Company’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing auditing procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  Our audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Guaranty Federal Bancshares, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.


/s/BKD, LLP

Springfield, Missouri
March 30, 2011
 
 
51

 
 
Guaranty Federal Bancshares, Inc.
2010 Annual Report
 
Board of Directors
Executive Officers
Guaranty Federal Bancshares, Inc.
Guaranty Federal Bancshares, Inc.
and Guaranty Bank
and Guaranty Bank
   
Don M. Gibson
Shaun A. Burke
Chairman of the Board
President,
Guaranty Federal Bancshares and
Chief Executive Officer
Guaranty Bank
 
 
Carter M. Peters
Jack L. Barham
Executive Vice President,
Vice Chairman of the Board
Chief Financial Officer
Guaranty Federal Bancshares
 
 
Mark McFatridge
Officer
Executive Vice President,
Shaun A. Burke
Chief Operating Officer
President and CEO
 
Guaranty Federal Bancshares and
H. Michael Mattson
Guaranty Bank
Executive Vice President,
 
Chief Lending Officer
James R. Batten, CPA
 
Executive Vice President
Sheri Biser
Convoy of Hope
Executive Vice President,
 
Chief Credit Officer
Kurt D. Hellweg
 
President and CEO
E. Lorene Thomas
International Dehydrated Foods, Inc. and
Corporate Secretary
American Dehydrated Foods, Inc.
 
   
Gregory V. Ostergren
 
Chairman, President and CEO
 
American National Property and Casualty
 
Insurance Companies
 
   
Tim Rosenbury, AIA
 
Executive Vice President and Chairman
 
Butler, Rosenbury and Partners, Inc.
 
   
James L. Sivils, III, JD
 
Partner  - Morelock Ross Companies
 
   
John F. Griesemer
 
Executive Vice President and COO
Springfield Underground, Inc.
 
 
 
 52