SECURITIES AND EXCHANGE COMMISSIION
Washington, D.C. 20549

FORM 11-K

(MARK ONE)

x

 

ANNUAL REPORT PURSUANT TO SECTION 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended December 31, 2004

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to _____________.

 

Commission File Number:  000-23113

 

 

 

A.

 

FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:

 

 

 

GUARANTY BANCSHARES, INC.

EMPLOYEE STOCK OWNERSHIP PLAN (WITH 401 (K) PROVISIONS)

 

 

 

B.

 

NAME OF ISSUER OF THE SECURITIES HEL PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:

GUARANTY BANCSHARES, INC.
100 WEST ARKANSAS
MT. PLEASANT, TEXAS 75455



GUARANTY BANCSHARES, INC. EMPLOYEE
STOCK OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)

FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES

DECEMBER 31, 2004 AND 2003


GUARANTY BANCSHARES, INC. EMPLOYEE STOCK
OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

TABLE OF CONTENTS

 

Page(s)

 


Independent Auditors’ Report

3

 

 

Financial Statements:

 

 

 

Statements of Net Assets Available for Plan Benefits

4

 

 

Statement of Changes in Net Assets Available for Plan Benefits

5

 

 

Notes to Financial Statements

6 - 10

 

 

Supplemental Schedules

11 -13


INDEPENDENT AUDITORS’ REPORT

Trustees
Guaranty Bancshares, Inc. Employee
   Stock Ownership Plan
   (With 401(k) Provisions)
Mt. Pleasant, Texas

We have audited the accompanying statements of net assets available for benefits of Guaranty Bancshares, Inc. Employee Stock Ownership Plan (with 401(k) Provisions) (Plan) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits. 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Guaranty Bancshares, Inc. Employee Stock Ownership Plan (with 401(k) Provisions) as of December 31, 2004 and 2003, and the changes in its net assets available for benefits for the years then ended, in conformity with U. S. generally accepted accounting principles.

Message

Tyler, Texas
May 31, 2005


GUARANTY BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2004 AND 2003

 

 

2004

 

2003

 

 

 


 


 

 

 

Participant
Directed

 

Non-
Participant
Directed

 

Total

 

Participant
Directed

 

 Non-
 Participant 
Directed

 

Total

 

 

 


 


 


 


 


 


 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments, at fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Guaranty Bancshares, Inc. Stock Fund

 

$

4,343,613

 

$

7,423,510

 

$

11,767,123

 

$

3,741,259

 

$

6,832,388

 

$

10,573,647

 

Other collective investment funds

 

 

3,159,094

 

 

—  

 

 

3,159,094

 

 

2,878,816

 

 

—  

 

 

2,878,816

 

Loans to participants

 

 

4,658

 

 

—  

 

 

4,658

 

 

6,150

 

 

—  

 

 

6,150

 

 

 



 



 



 



 



 



 

Total investments

 

 

7,507,365

 

 

7,423,510

 

 

14,930,875

 

 

6,626,225

 

 

6,832,388

 

 

13,458,613

 

 

 



 



 



 



 



 



 

Net assets available for plan benefits

 

$

7,507,365

 

$

7,423,510

 

$

14,930,875

 

$

6,626,225

 

$

6,832,388

 

$

13,458,613

 

 

 



 



 



 



 



 



 

-4-


GUARANTY BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2004

 

 

Participant
 Directed

 

Non-
Participant
 Directed

 

Total

 

 

 


 


 


 

Additions to net assets attributed to:

 

 

 

 

 

 

 

 

 

 

Investment income:

 

 

 

 

 

 

 

 

 

 

Net appreciation in fair value of investments

 

$

504,866

 

$

451,814

 

$

956,680

 

Net investment gains

 

 

127,205

 

 

138,783

 

 

265,988

 

 

 



 



 



 

 

 

 

632,071

 

 

590,597

 

 

1,222,668

 

Contributions:

 

 

 

 

 

 

 

 

 

 

Participant

 

 

522,894

 

 

—  

 

 

522,894

 

Rollover

 

 

64,364

 

 

—  

 

 

64,364

 

Employer

 

 

—  

 

 

399,471

 

 

399,471

 

 

 



 



 



 

 

 

 

587,258

 

 

399,471

 

 

986,729

 

 

 



 



 



 

Total additions

 

 

1,219,329

 

 

990,068

 

 

2,209,397

 

Deductions from net assets attributed to:

 

 

 

 

 

 

 

 

 

 

Benefits paid to or for participants

 

 

314,064

 

 

308,411

 

 

622,475

 

Administrative expenses and other

 

 

53,746

 

 

60,914

 

 

114,660

 

 

 



 



 



 

Total deductions

 

 

367,810

 

 

369,325

 

 

737,135

 

 

 



 



 



 

Net increase in net assets available for benefits

 

 

851,519

 

 

620,743

 

 

1,472,262

 

Net assets available for benefits at beginning of year

 

 

6,655,846

 

 

6,802,767

 

 

13,458,613

 

 

 



 



 



 

Net assets available for benefits at end of year

 

$

7,507,365

 

$

7,423,510

 

$

14,930,875

 

 

 



 



 



 

-5-


GUARANTY BANCSHARES, INC. EMPLOYEE STOCK
OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003

NOTE 1 - DESCRIPTION OF PLAN

 

The following description of the Guaranty Bancshares, Inc. Employee Stock Ownership Plan (With 401(k) Provisions) (Plan) provides only general information.  Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

 

 

 

GENERAL

 

The Plan is a defined contribution plan and an employee stock ownership plan with 401(k) provisions whereby eligible employees of Guaranty Bancshares, Inc. (Company) are permitted to make contributions that are tax deferred under Section 401(k) of the Internal Revenue Code.

 

 

 

CONTRIBUTIONS

 

A participant may elect to defer a percentage of his or her pretax compensation (Elective Contributions) subject to certain maximum limitations imposed by the Internal Revenue Code ($13,000 and $12,000 for 2004 and 2003, respectively).  Participants age 50 or older are eligible for catch-up contributions and their elective deferral limitation for 2004 is $16,000.  Participants may also make eligible rollover contributions.

 

 

 

The Company may make two types of contributions to the Plan:  (1) A Matching Contribution of any amount up to $1.00 for every dollar of salary deferral a participant makes up to 4% of their compensation, and (2) An Optional Contribution (discretionary contribution made by the Company as determined by the Board of Directors).  The Company contributions are made to Guaranty Bancshares, Inc. Stock Fund and are non-participant directed.  The Optional Contributions were 1.50% and 2.25% of the participant’s salary for 2004 and 2003, respectively.

 

 

 

ELIGIBILITY

 

Employees hired after December 31, 1997 and before January 1, 2001 in a position that requires the completion of 1,000 hours of service per year, become a Participant in the Plan as of the January 1st or July 1st that is or that follows the date of their hire, at which time they are eligible to make Elective Contributions and receive Optional Contributions, Matching Contributions, and Forfeitures.

 

 

 

Employees hired after December 31, 2000 and before January 1, 2002, in a position that requires the completion of 1,000 hours of service per year, become a Participant in the Plan as of the first day of the first month that begins on or after their date of hire, at which time they are eligible to make Elective Contributions.  These employees become a Participant in the Plan as of the January 1st or July 1st that is or that follows the date of their completion of six consecutive months of service during which they are credited with at least 500 hours of service, at which time they are eligible to receive allocations of Optional Contributions, Matching Contributions and Forfeitures.

 

 

 

Employees hired on or after January 1, 2002, in a position that requires the completion of 1,000 hours of service per year, become a Participant in the Plan as of the first day of the first month that begins on or after their date of hire, at which time they are eligible to make Elective Contributions.  These employees become a Participant in the Plan as of the January 1st or July 1st that is or that follows their date of hire, at which they are eligible to receive allocations of Matching Contributions.  Furthermore, these employees become a Participant in the Plan as of the January 1st or July 1st that is or that follows the date of their completion of six consecutive months of service during which they are credited with at least 500 hours of service, at which time they are eligible to receive allocations of Optional Contributions and Forfeitures.

-6-


GUARANTY BANCSHARES, INC. EMPLOYEE STOCK
OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
CONTINUED

NOTE 1 - DESCRIPTION OF PLAN - CONTINUED

 

VESTING

 

The percentage of the participant’s account from Employer Optional Contributions and Matching Contributions to which they will be entitled is calculated as follows:

                    For Employer Contributions made prior to January 1, 2002:

Participant’s Years of Service

 

 

Vested Percentage

 


 

 


 

Less than three years

 

 

0%          

 

Three years

 

 

20%          

 

Four years

 

 

40%          

 

Five years

 

 

60%          

 

Six years

 

 

80%          

 

Seven or more years

 

 

100%          

 

Note:  For participants employed before December 31, 1997, 25% of their Matching Contributions account was automatically fully vested and the other 75% was subject to the schedule above.

                    For Employer Contributions made after December 31, 2001:

 

 

 

 

 

Participant’s Years of Service

 

 

Vested Percentage

 


 

 


 

Two years

 

 

20%          

 

Three years

 

 

40%          

 

Four years

 

 

60%          

 

Five years

 

 

80%          

 

Six years

 

 

100%          

 

 

 

Upon death, retirement, or total disability, participants are 100% vested in all employer contributions.

 

 

 

PARTICIPANT ACCOUNTS

 

Each participant’s account is credited with any salary deferrals as well as an allocation of the Company’s contributions, Plan earnings and forfeitures of terminated participants’ non-vested accounts, less an allocation of administrative expenses.  Allocations of the Company Optional Contributions are based on a participant’s compensation.  Company Matching Contributions are allocated based on a participant’s salary deferrals.

 

 

 

The benefit to which a participant is entitled is the benefit that can be provided from the vested portion of the participant’s account.

 

 

 

PLAN ADMINISTRATION

 

Plan assets are held in the custody of The Bank of New York.  Certain Plan administrative duties, such as 5500 preparation, compliance testing, preparation of quarterly statements, and enrollment and transaction processing, are performed by Pentegra Services, Inc.

 

 

 

Certain other administrative functions are performed by officers or employees of the Company.  However, such officers and employees receive no compensation from the Plan.

-7-


GUARANTY BANCSHARES, INC. EMPLOYEE STOCK
OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
CONTINUED

NOTE 1 - DESCRIPTION OF PLAN - CONTINUED

 

PARTICIPANTS’ INVESTMENT OPTIONS

 

Participants must direct their salary deferral contributions to selected investments as made available and determined by the Plan administrator.  Participants may change the percentage of their elective contributions only as of the January 1st or July 1st of any Plan Year.  Participants may change their investment options once per calendar quarter throughout the year via phone, paper document, or online access to Pentegra Services, Inc.

 

 

 

PARTICIPANT LOANS

 

The Plan allows participants to borrow from their participant accounts in cases of immediate and heavy financial need as defined by the Plan.  In such cases, participants may borrow up to a maximum of the lessor of $50,000 or 50% of their vested account balance.  Interest rates and terms of the loans, not to exceed five years, are determined by the committee of Trustees.

 

 

 

FORFEITURES

 

Any portion of the balance in a participant’s account that is not vested will become a forfeiture upon the occurrence of a break in service.  Forfeitures are used to pay administrative expenses of the plan and are also reallocated among the remaining participants of the Plan in the ratio that the participant’s compensation bears to the total compensation of all participants.  Forfeitures totaling $30,000 were allocated to participants in February, 2004.  At December 31, 2004 and 2003, unallocated forfeitures amounted to $37,621and $51,809, respectively.

 

 

 

PAYMENT OF BENEFITS

 

On termination of service, participants may elect to receive an amount equal to the value of the participant’s vested interest in his or her account in whole shares of Company stock, cash or a combination of both.

 

 

 

PLAN AMENDMENT

 

The Plan was amended and restated for the plan year beginning 2002 to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001.  As mentioned in Note 4, a favorable determination letter was obtained by the Company for this amendment.

 

 

 

PLAN TERMINATION

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, participants shall become 100% vested in their respective accounts.

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

 

The financial statements of the Plan are prepared under the accrual method of accounting in accordance with U. S. generally accepted accounting principles.

 

 

 

ESTIMATES

 

The preparation of financial statements requires the Custodian and the Trustee to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results may differ from those estimates.

 

 

 

INVESTMENT VALUATION AND INVESTMENT INCOME

 

The Plan’s investments are stated at fair value.  Quoted market prices are used to value investments.  Shares of collective investment funds are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end.  Purchases and sales of investments are recorded on a trade-date basis.  Dividends are recorded on the ex-dividend date.

-8-


GUARANTY BANCSHARES, INC. EMPLOYEE STOCK
OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
CONTINUED

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

 

BENEFITS PAID TO OR FOR PARTICIPANTS

 

Benefits are recorded when paid.

 

 

 

ADMINISTRATIVE EXPENSES

 

Administrative expenses are paid by the Plan.

 

 

 

PARTIES-IN-INTEREST

 

Parties-in-interest are defined under Department of Labor regulations as any fiduciary to the Plan, any party rendering services to the Plan, the employer, and certain others. As such, transactions conducted with Guaranty Bancshares, Inc., The Bank of New York, and Pentegra Services, Inc. qualify as exempt party-in-interest transactions.

 

 

NOTE 3 - INVESTMENTS

 

The Plan’s investments at December 31, 2004 and 2003 were as follows:

 

 

 

2004

 

2003

 

 

 


 


 

Investments in Collective Investment Funds:

 

 

 

 

 

 

 

Participant directed:

 

 

 

 

 

 

 

Shares

 

 

451,592

 

 

448,029

 

Cost

 

$

2,615,072

 

$

2,589,150

 

Fair value (including loans of $4,658 and $6,150 for 2004 and 2003, respectively)

 

$

3,163,752

 

$

2,884,966

 

Investments in Guaranty Bancshares, Inc. Stock Fund:

 

 

 

 

 

 

 

Participant directed:

 

 

 

 

 

 

 

Shares

 

 

163,337

 

 

152,095

 

Cost

 

$

1,898,476

 

$

1,646,518

 

Fair value

 

$

4,343,613

 

$

3,741,259

 

Non-participant directed:

 

 

 

 

 

 

 

Shares

 

 

279,152

 

 

277,759

 

Cost

 

$

3,244,617

 

$

3,006,915

 

Fair value

 

$

7,423,510

 

$

6,832,388

 

-9-


GUARANTY BANCSHARES, INC. EMPLOYEE STOCK
OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
CONTINUED

NOTE 3 - INVESTMENTS - CONTINUED

 

The fair values of investment at December 31, 2004 and 2003 are summarized below.  Investments that represent  5% or more of the Plan’s net assets are separately identified.

 

 

 

2004

 

2003

 

 

 


 


 

Guaranty Bancshares, Inc. Stock Fund *

 

$

11,767,123

 

$

10,573,647

 

Money Market Fund

 

 

271,045

 

 

264,598

 

Stable Value Fund

 

 

257,955

 

 

260,856

 

Government Bond Fund

 

 

145,930

 

 

128,486

 

S&P 500 Stock Fund

 

 

691,510

 

 

641,956

 

S&P 400 MidCap Stock Fund

 

 

505,788

 

 

418,714

 

International Stock Fund

 

 

46,345

 

 

42,805

 

Income Plus Fund

 

 

135,000

 

 

143,239

 

Growth and Income Fund

 

 

310,765

 

 

319,643

 

Growth Fund

 

 

466,126

 

 

415,746

 

S&P 500/Value Stock Fund

 

 

179,370

 

 

100,368

 

S&P 500/Growth Stock Fund

 

 

102,642

 

 

104,028

 

Russell 2000 Stock Fund

 

 

46,618

 

 

38,377

 

 

 



 



 

Total other collective investment funds

 

 

3,159,094

 

 

2,878,816

 

 

 



 



 

Loans to participants (interest rates 5.00 - 5.75%)

 

 

4,658

 

 

6,150

 

 

 



 



 

Total

 

$

14,930,875

 

$

13,458,613

 

 

 



 



 

 

 


 

*A portion of which is non-participant directed (see Note 1).

 

NOTE 4 - TAX STATUS   

 

The Company requested and received a favorable determination letter from the Internal Revenue Service, dated April 1, 2003, that the Plan and the related Trust, as amended and restated, are qualified under Section 401(a) and 501(a) of the Internal Revenue Code. 

-10-


SUPPLEMENTAL SCHEDULES


Schedule I

GUARANTY BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
SCHEDULE H, PART IV, 4(I) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2004

Name of Plan Sponsor:  Guaranty Bancshares, Inc.
Employer Identification Number:  75-1656431
Three Digit Plan Number:   001

(a)

 

Identity (b)
of Issuer

 

Description
(c) of Investment

 

(d) Cost

 

Current
(e) Value

 


 


 



 



 



 

 

 

Guaranty Bancshares, Inc

 

 

 

 

 

 

 

 

 

 

*

 

Guaranty Bancshares, Inc. Stock Fund

 

 

442,489 units

 

$

5,143,093

 

$

11,767,123

 

 

 

Pentegra Group:

 

 

 

 

 

 

 

 

 

 

*

 

Money Market Fund

 

 

271,045 units

 

 

271,045

 

 

271,045

 

*

 

Stable Value Fund

 

 

16,811 units

 

 

216,635

 

 

257,955

 

*

 

Government Bond Fund

 

 

7,636 units

 

 

107,574

 

 

145,930

 

*

 

S & P 500 Stock Fund

 

 

40,605 units

 

 

606,346

 

 

691,510

 

*

 

S & P 400 MidCap Stock Fund

 

 

20,031 units

 

 

342,600

 

 

505,788

 

*

 

International Stock Fund

 

 

2,175 units

 

 

34,083

 

 

46,345

 

*

 

Income Plus Fund

 

 

8,637 units

 

 

100,932

 

 

135,000

 

*

 

Growth and Income Fund

 

 

19,731 units

 

 

251,558

 

 

310,765

 

*

 

Growth Fund

 

 

30,808 units

 

 

387,220

 

 

466,126

 

*

 

S & P 500/Value Stock Fund

 

 

14,787 units

 

 

149,066

 

 

179,370

 

*

 

S & P 500/Growth Stock Fund

 

 

11,784 units

 

 

108,683

 

 

102,642

 

*

 

Russell 2000 Stock Fund

 

 

2,883 units

 

 

34,672

 

 

46,618

 

 

 

 

 

 

 

 



 



 

 

 

 

 

 

 

 

 

2,610,414

 

 

3,159,094

 

 

 

 

 

 

 

 



 



 

*

 

Loans to participants

 

 

 

 

 

—  

 

 

4,658

 

 

 

 

 

 

 

 



 



 

 

 

Total investments

 

 

 

 

$

7,753,507

 

$

14,930,875

 

 

 

 

 

 

 

 



 



 

 

 


 

* Parties-in-interest to Plan.

-12-


Schedule II

GUARANTY BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
SCHEDULE H, PART IV, 4(J) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2004

Name of Plan Sponsor:  Guaranty Bancshares, Inc.
Employer Identification Number:  75-1656431
Three Digit Plan Number: 001

Identity of
(a)  Party Involved

 

Description
(b) of Asset

 

Purchase
(c)  Price

 

Selling
(d)  Price 

 

Lease
(e)  Rental

 

Expense
Incurred
with
(f) Transaction

 

Cost of
(g) Asset

 

Current
Value on
Transaction
(h)  Date

 

Net
Gain or
(i) (loss)

 


 



 



 



 



 



 



 



 



 

Guaranty Bancshares, Inc.

 

 

Common Stock
11 purchases;  15,353 units

 

$

313,594

 

$

—  

 

$

—  

 

$

—  

 

$

—  

 

$

313,594

 

$

—  

 

Guaranty Bancshares, Inc.

 

 

Collective Short-term
Investment Fund 57 purchases;  860,943 units

 

 

860,943

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

860,943

 

 

—  

 

 

 

 

46 sales;  679,025 units

 

 

—  

 

 

679,025

 

 

—  

 

 

—  

 

 

679,025

 

 

—  

 

 

—  

 

-13-


The Plan, Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed in its behalf by the undersigned hereunto duly authorized.

June ____, 2005

 

GUARANTY BANCSHARES, INC.

 

EMPLOYEE OWNERSHIP

 

PLAN (WITH 401 (K) PROVISIONS)

 

 

 

/s/  CLIFTON A. PAYNE

 


 

Clifton A Payne

 

Trustee

 

 

 

/s/  WELDON MILLER

 


 

Weldon Miller

 

Trustee

 

 

 

/s/  KIRK LEE

 


 

Kirk Lee

 

Trustee

 

 

 

/s/  RICHARD PERRYMAN

 


 

Richard Perryman

 

Trustee

 

 

 

/s/  CARL JOHNSON, JR.

 


 

Carl Johnson, Jr.

 

Trustee


INDEX TO EXHIBITS

NUMBER

 

EXHIBIT


 


23.1

 

Consent from Henry & Peters, P.C.