Guaranty Financial Group Inc. - FORM 8-K - EX-99.1

Attached files

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8-K - FORM 8-K - Guaranty Financial Group Inc.	d70727e8vk.htm
EX-99.2 - EX-99.2 - Guaranty Financial Group Inc.	d70727exv99w2.htm
EX-99.3 - EX-99.3 - Guaranty Financial Group Inc.	d70727exv99w3.htm
EX-99.4 - EX-99.4 - Guaranty Financial Group Inc.	d70727exv99w4.htm

Exhibit 99.1

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CASE NAME:	Guaranty Financial Group Inc.	ACCRUAL BASIS

CASE NUMBER:	09-35582

JUDGE:	Judge Houser

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

MONTHLY OPERATING REPORT

MONTH ENDING: December 31, 2009

IN ACCORDANCE WITH TITLE 28, SECTION 1746, OF THE UNITED STATES CODE, I DECLARE UNDER PENALTY OF PERJURY THAT I HAVE EXAMINED THE FOLLOWING MONTHLY OPERATING REPORT (ACCRUAL BASIS — 1 THROUGH ACCRUAL BASIS — 7) AND THE ACCOMPANYING ATTACHMENTS AND, TO THE BEST OF MY KNOWLEDGE, THESE DOCUMENTS ARE TRUE, CORRECT AND COMPLETE. DECLARATION OF THE PREPARER (OTHER THAN RESPONSIBLE PARTY): IS BASED ON ALL INFORMATION OF WHICH PREPARER HAS ANY KNOWLEDGE.


RESPONSIBLE PARTY:

/s/ Dennis Faulkner				Chief Restructuring Officer

Original Signature of Responsible Party				Title

Dennis S. Faulkner				01/13/10

Printed Name of Responsible Party				Date

PREPARER:

Jason Rae				Accountant

Original Signature of Preparer				Title

Jason A. Rae				01/13/10

Printed Name of Preparer				Date

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CASE NAME:	Guaranty Financial Group Inc.	ACCRUAL BASIS — 1

CASE NUMBER:	09-35582


	AMENDED		(SEE GENERAL FOOTNOTE)
	SCHEDULED		MONTH			MONTH			MONTH
COMPARATIVE BALANCE SHEET	AMOUNT		Oct-09			Nov-09			Dec-09
ASSETS
1. Unrestricted Cash		11,143,730		11,137,053			11,135,902			10,699,340
2. Restricted Cash							97,771			97,776

3. Total Cash		11,143,730		11,137,053			11,233,673			10,797,116

4. Accounts Receivable (Net)
5. Inventory
6. Notes Receivable
7. Prepaid Expenses		673,704		336,852			350,852			350,852
8. Other (Attach List)		880,141		880,141			880,141			880,141

9. Total Current Assets		12,697,575		12,354,046			12,464,666			12,028,109

10. Property, Plant & Equipment
11. Less: Accumulated Depreciation/Depletion
12. Net Property, Plant & Equipment
13. Due From Insiders
14. Other Assets — Net of Amortization (Attach List)
15. Other (Attach List)

16. Total Assets		12,697,575		12,354,046			12,464,666			12,028,109

POST PETITION LIABILITIES
17. Accounts Payable							1,530			1,530
18. Taxes Payable
19. Notes Payable
20. Professional Fees				409,844			412,620			89,422
21. Secured Debt
22. Other (Attach List)

23. Total Post Petition Liabilities				409,844			414,150			90,952

PRE PETITION LIABILITIES
24. Secured Debt
25. Priority Debt		84,031		84,031			84,031			84,031
26. Unsecured Debt		328,632,433		328,632,433			328,632,433			328,632,433
27. Other (Attach List)
28. Total Pre Petition Liabilities		328,716,463		328,716,463			328,716,463			328,716,463

29. Total Liabilities		328,716,463		329,126,307			329,130,613			328,807,415

EQUITY
30. Pre Petition Owners’ Equity				(316,018,889	)		(316,018,889	)		(316,018,889	)
31. Post Petition Cumulative Profit Or (Loss)				(753,372	)		(661,058	)		(774,417.27	)
32. Direct Charges To Equity							14,000			14,000
33. Total Equity				(316,772,261	)		(316,665,947	)		(316,779,306	)

34. Total Liabilities and Equity				12,354,046			12,464,666			12,028,109

This form ý does o does not have related footnotes on Footnotes Supplement.

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CASE NAME:	Guaranty Financial Group Inc.	SUPPLEMENT TO

CASE NUMBER:	09-35582	ACCRUAL BASIS — 1

(SEE GENERAL FOOTNOTE)

SCHEDULED

MONTH

COMPARATIVE BALANCE SHEET

AMOUNT

Oct-09

Nov-09

Dec-09

ASSETS

A. 2008 Consolidated Return-Tax Refund

880,141

TOTAL OTHER ASSETS — LINE 8

880,141

TOTAL OTHER ASSETS NET OF AMORTIZATION — LINE 14

A. Shares of Guaranty Financial Group

Unknown

B. Shares of Guaranty Group Capital, Inc.

Unknown

C. Shares of Guaranty Group Ventures, Inc.

Unknown

D. Shares of Guaranty Bank (Preferred)

Unknown

E. Shares of Master Trust (Common)

Unknown

F. Guaranty Holdings Inc I (Subsidiary)

Unknown

TOTAL OTHER ASSETS — LINE 15

POST PETITION LIABILITIES

TOTAL OTHER POST PETITION LIABILITIES — LINE 22

PRE PETITION LIABILITIES

TOTAL OTHER PRE PETITION LIABILITIES — LINE 27

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CASE NAME:	Guaranty Financial Group Inc.	ACCRUAL BASIS — 2

CASE NUMBER:	09-35582


				(SEE GENERAL FOOTNOTE)
	MONTH			MONTH		MONTH			QUARTER
INCOME STATEMENT	Oct-09			Nov-09		Dec-09			TOTAL
REVENUES
1. Gross Revenues
2. Less: Returns & Discounts
3. Net Revenue
COST OF GOODS SOLD
4. Material
5. Direct Labor
6. Direct Overhead

7. Total Cost Of Goods Sold

8. Gross Profit
OPERATING EXPENSES
9. Officer / Insider Compensation
10. Selling & Marketing
11. General & Administrative
12. Rent & Lease
13. Other (Attach List)

14. Total Operating Expenses

15. Income Before Non-Operating Income & Expense
OTHER INCOME & EXPENSES
16. Non-Operating Income (Att List)		1,063			98,799		1,063			100,925
17. Non-Operating Expense (Att List)		(2,820	)		3,709		25,000			25,890
18. Interest Expense
19. Depreciation / Depletion
20. Amortization		168,426								168,426
21. Other (Attach List)
22. Net Other Income & Expenses		(164,544	)		95,090		(23,937	)		(93,391	)
REORGANIZATION EXPENSES
23. Professional Fees		100,471			2,776		89,422			192,669
24. U.S. Trustee Fees		325								325
25. Other (Attach List)

26. Total Reorganization Expenses		100,796			2,776		89,422			192,994

27. Income Tax

28. Net Profit (Loss)		(265,340	)		92,314		(113,359	)		(286,385	)

This form ý does o does not have related footnotes on Footnotes Supplement.

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CASE NAME:	Guaranty Financial Group Inc.	SUPPLEMENT TO

CASE NUMBER:	09-35582	ACCRUAL BASIS — 2

MONTH

QUARTER

INCOME STATEMENT

Oct-09

Nov-09

Dec-09

TOTAL

OPERATING EXPENSES

TOTAL OTHER OPERATING EXPENSES — LINE 13

OTHER INCOME & EXPENSES

A. Interest Income

1,063

1,030

1,063

3,156

B. Refund — Insurance Premiums

97,769

TOTAL NON-OPERATING INCOME — LINE 16

1,063

98,799

1,063

100,925

A. Bowne-Online Data Storage

(9,766

)

(9,766

)

B. Printing & Reproduction

6,946

3,709

10,656

C. Trustee Bond

25,000

TOTAL NON-OPERATING EXPENSE — LINE 17

(2,820

)

3,709

25,000

25,890

REORGANIZATION EXPENSES

TOTAL OTHER REORGANIZATION EXPENSES — LINE 25

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CASE NAME:	Guaranty Financial Group Inc.	ACCRUAL BASIS — 3

CASE NUMBER:	09-35582


	MONTH			MONTH		MONTH			QUARTER
CASH RECEIPTS AND DISBURSEMENTS	Oct-09			Nov-09		Dec-09			TOTAL
1. Cash — Beginning Of Month		11,143,262			11,137,053		11,233,673			11,143,262
RECEIPTS FROM OPERATIONS
2. Cash Sales
COLLECTION OF ACCOUNTS RECEIVABLE
3. Pre Petition
4. Post Petition
5. Total Operating Receipts
NON-OPERATING RECEIPTS
6. Loans & Advances (Attach List)
7. Sale of Assets
8. Other (Attach List)		1,062			98,799		1,063			100,924
9. Total Non-Operating Receipts		1,062			98,799		1,063			100,924

10. Total Receipts		1,062			98,799		1,063			100,924

11. Total Cash Available		11,144,324			11,235,852		11,234,736			11,244,187

OPERATING DISBURSEMENTS
12. Net Payroll
13. Payroll Taxes Paid
14. Sales, Use & Other Taxes Paid
15. Secured / Rental / Leases
16. Utilities
17. Insurance
18. Inventory Purchases
19. Vehicle Expenses
20. Travel
21. Entertainment
22. Repairs & Maintenance
23. Supplies
24. Advertising
25. Other (Attach List)		6,946			2,179		25,000			34,126
26. Total Operating Disbursements		6,946			2,179		25,000			34,126
REORGANIZATION DISBURSEMENTS
27. Professional Fees							412,620			412,620
28. U.S. Trustee Fees		325								325
29. Other (Attach List)
30. Total Reorganization Expenses		325					412,620			412,945

31. Total Disbursements		7,271			2,179		437,620			447,071

32. Net Cash Flow		(6,209	)		96,620		(436,557	)		(346,146	)
33. Cash — End of Month		11,137,053			11,233,673		10,797,116			10,797,116

This form ý does o does not have related footnotes on Footnotes Supplement.

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CASE NAME:	Guaranty Financial Group Inc.	SUPPLEMENT TO

CASE NUMBER:	09-35582	ACCRUAL BASIS — 3

MONTH

QUARTER

CASH RECEIPTS AND DISBURSEMENTS

Oct-09

Nov-09

Dec-09

TOTAL

NON-OPERATING RECEIPTS

TOTAL LOANS & ADVANCES — LINE 6

A. Interest

1,062

1,030

1,063

3,155

B. Refund — Insurance Premiums

97,769

TOTAL OTHER NON-OPERATING RECEIPTS — LINE 8

1,062

98,799

1,063

100,924

OPERATING DISBURSEMENTS

A. Printing & Reproduction

6,946

2,179

9,126

B. Trustee Bond

25,000

TOTAL OTHER OPERATING DISBURSEMENTS — LINE 25

6,946

2,179

25,000

34,126

REORGANIZATION DISBURSEMENTS

TOTAL OTHER REORGANIZATION DISBURSEMENTS — LINE 29

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CASE NAME:	Guaranty Financial Group Inc.	ACCRUAL BASIS — 4

CASE NUMBER:	09-35582

(SEE GENERAL FOOTNOTE)

SCHEDULED

MONTH

ACCOUNTS RECEIVABLE AGING

AMOUNT

Oct-09

Nov-09

Dec-09

1. 0 - 30

2. 31 - 60

3. 61 - 90

4. 91 +

5. Total Accounts Receivable

6. (Amount Considered Uncollectible)

7. Accounts Receivable (Net)

AGING OF POST PETITION TAXES AND PAYABLES

MONTH:

December-09

0 - 30

31 - 60

61 - 90

91 +

TAXES PAYABLE

DAYS

TOTAL

1. Federal

2. State

3. Local

4. Other (Attach List)

5. Total Taxes Payable

6. Accounts Payable

1,530

STATUS OF POST PETITION TAXES

MONTH:

BEGINNING TAX

AMOUNT WITHHELD

December-09

ENDING TAX

FEDERAL

LIABILITY *

AND/OR ACCRUED

(AMOUNT PAID)

LIABILITY

1. Withholding **

2. FICA - Employee **

3. FICA - Employer **

4. Unemployment

5. Other - Misc Adj

6. Other - Earned Income Credit

7. Total Federal Taxes

—

STATE AND LOCAL

8. Withholding

9. Sales

10. Excise

11. Unemployment

12. Real Property

13. Personal Property

14. Other (Attach List)

—

15. Total State And Local

—

16. Total Taxes

—


*		The beginning tax liability should represent the liability from the prior month or, if this is the first operating report, the amount should be zero.

**		Attach photocopies of IRS Form 6123 or your FTD coupon and payment receipt to verify payment of deposit.

This form o does ý does not have related footnotes on Footnotes Supplement.

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CASE NAME:	Guaranty Financial Group Inc.	ACCRUAL BASIS — 5

CASE NUMBER:	09-35582

The debtor in possession must complete the reconciliation below for each bank account, including all general, payroll and tax accounts, as well as all savings and investment accounts, money market accounts, certificates of deposit, government obligations, etc. Accounts with restricted funds should be identified by placing an asterisk next to the account number. Attach additional sheets if necessary.

MONTH:

December-09

Account # 1

Account # 2

Account # 3

Other Accounts

TOTAL

BANK RECONCILIATIONS

A. BANK:

Bank of America

(Attach List)

B. ACCOUNT NUMBER:

4429005271

4429005268

4429005284

C. PURPOSE (TYPE):

Operating

GFG Shareholder
Svcs-MMKT

GFG GB Cash
(Stanford Realty)
MMKT

1. Balance Per Bank Statement

0.00

586,786

1,794,280

8,416,050

10,797,116

2. Add: Total Deposits Not Credited

3. Subtract: Outstanding Checks

4. Other Reconciling Items

5. Month End Balance Per Books

0.00

586,786

1,794,280

8,416,050

10,797,116

6. Number of Last Check Written

3012

N/A

DATE OF

PURCHASE

CURRENT

INVESTMENT ACCOUNTS

PURCHASE

TYPE OF INSTRUMENT

PRICE

VALUE

BANK, ACCOUNT NAME & NUMBER

10. (Attach List)

11. Total Investments

CASH

12. Currency On Hand

13. Total Cash — End of Month

10,797,116

This form o does ý does not have related footnotes on Footnotes Supplement.

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CASE NAME:	Guaranty Financial Group Inc.	SUPPLEMENT TO

CASE NUMBER:	09-35582	ACCRUAL BASIS — 5

TOTAL

OTHER BANK

MONTH:

December-09

ACCOUNTS

BANK RECONCILIATIONS

A. BANK:

Bank of America

B. ACCOUNT NUMBER:

4429005297

4429005307

C. PURPOSE (TYPE):

GFG WCMA
Treasury Fund

GFG Operating
MMKT

GFG Reserve
MMKT

1. Balance Per Bank Statement

24,402

8,293,872

97,776

8,416,050

2. Add: Total Deposits Not Credited

3. Subtract: Outstanding Checks

4. Other Reconciling Items

5. Month End Balance Per Books

24,402

8,293,872

97,776

8,416,050

6. Number of Last Check Written

N/A

DATE OF

TYPE OF

PURCHASE

CURRENT

INVESTMENT ACCOUNTS

PURCHASE

INSTRUMENT

PRICE

VALUE

BANK, ACCOUNT NAME & NUMBER

E. Total Investments

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CASE NAME:	Guaranty Financial Group Inc.	ACCRUAL BASIS — 6

CASE NUMBER:	09-35582


						MONTH: December-09

PAYMENTS TO INSIDERS AND PROFESSIONALS

Of the Total Disbursements shown for the month, list the amount paid to Insiders (as defined in Section 101 (31) (A) — (F) of the U.S. Bankruptcy Code) and to Professionals. Also, for payments to Insiders, identify the type of compensation paid (e.g. salary, bonus, commissions, insurance, housing allowance, travel, car allowance, etc.). Attach additional sheets if necessary.


INSIDERS

	TYPE OF	AMOUNT	TOTAL PAID
NAME	PAYMENT	PAID	TO DATE
1.
2.
3.
4.
5.
6.
7.
8. (Attach List)
9. Total Payments To Insiders


PROFESSIONALS

	DATE OF COURT
	ORDER							TOTAL
	AUTHORIZING	AMOUNT		AMOUNT		TOTAL PAID		INCURRED
NAME	PAYMENT	APPROVED		PAID		TO DATE		& UNPAID *
1. Lain, Faulkner & Co.			127,331		127,331		127,331		12,005
2. Haynes & Boone			285,289		285,289		285,289		77,417
3.
4.
5. (Attach List)

6. Total Payments To Professionals			412,620		412,620		412,620		89,422


*		Include all fees incurred, both approved and unapproved

POST PETITION STATUS OF SECURED NOTES, LEASES PAYABLE AND ADEQUATE PROTECTION PAYMENTS

SCHEDULED

AMOUNTS

MONTHLY

PAID

TOTAL

PAYMENTS

DURING

UNPAID POST

NAME OF CREDITOR

DUE

MONTH

PETITION

—

5. (Attach List)

6. TOTAL

—

This form ý does o does not have related footnotes on Footnotes Supplement.

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CASE NAME:	Guaranty Financial Group Inc.	ACCRUAL BASIS — 7

CASE NUMBER:	09-35582


						MONTH: December-09

QUESTIONNAIRE


	YES	NO
1. Have any Assets been sold or transferred outside the normal course of business this reporting period?			X
2. Have any funds been disbursed from any account other than a debtor in possession account?			X
3. Are any Post Petition Receivables (accounts, notes, or loans) due from related parties?			X
4. Have any payments been made on Pre Petition Liabilities this reporting period?			X
5. Have any Post Petition Loans been received by the debtor from any party?			X
6. Are any Post Petition Payroll Taxes past due?			X
7. Are any Post Petition State or Federal Income Taxes past due?			X
8. Are any Post Petition Real Estate Taxes past due?			X
9. Are any other Post Petition Taxes past due?			X
10. Are any amounts owed to Post Petition creditors delinquent?			X
11. Have any Pre Petition Taxes been paid during the reporting period?			X

12. Are any wage payments past due?			X

If the answer to any of the above questions is “Yes”, provide a detailed explanation of each item. Attach additional sheets if necessary.

INSURANCE


	YES	NO
1. Are Worker’s Compensation, General Liability and other necessary insurance coverages in effect?	See Below
2. Are all premium payments paid current?	See Below
3. Please itemize policies below.

If the answer to any of the above questions is “No”, or if any policies have been canceled or not renewed during this reporting period, provide an explanation below. Attach additional sheets if necessary.


INSTALLMENT PAYMENTS

				PAYMENT
				AMOUNT &
TYPE OF POLICY		CARRIER	PERIOD COVERED	FREQUENCY
	See attached support schedule

This form o does ý does not have related footnotes on Footnotes Supplement.

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Guaranty Financial Group Inc.		Case No: 09-35582-BJH-11

Insurance Support Schedule


				Payment Amount
Type of Policy	Carrier	Period Coverd		& Frequency
D&O Liability Primary	XL Specialty Insurance		12/28/08 - 12/28/09	Paid in Full

Employment Practices Liability	Lloyds of London		12/28/08 - 12/28/09	Paid in Full

Fiduciary Liability	XL Specialty Insurance		12/28/08 - 12/28/09	Paid in Full

D&O Liability $15m	RSUI Indemnity		12/28/08 - 12/28/09	Paid in Full

D&O Liability $25m	Allied World National Assurance Co.		12/28/08 - 12/28/09	Paid in Full

General Liability	Indian Harbor Insurance Company		07/01/09 - 07/01/10	Paid in Full

General Liability — Mortgagee in Possession	Lexington Insurance Company		10/27/08 - 10/27/11	Paid in Full

Automobile Liability	The Hartford Insurance Company		07/01/09 - 07/01/10	Paid in Full

Workers’’ Compensation	The Hartford Insurance Company		12/28/08 - 12/28/09	Paid in Full

Umbrella Liability	The Travelers Companies, Inc.		07/01/09 - 07/01/10	Paid in Full

Umbrella Liability — Excess Coverage	Ohio Casualty Insurance Company		07/01/09 - 07/01/10	Paid in Full

Corporate Property	C N A Large Property		07/01/09 - 07/01/10	Paid in Full

REO & Force Placed Coverage (Property, General Liability & Flood)	Great Lakes Reinsurance Company		04/01/09 - 04/01/10	Paid in Full

Insurance Agents E&O	AIU Holdings		08/06/09 - 08/06/10	Paid in Full

Special Extortion	AIG World Source		10/01/07 - 10/01/10	Paid in Full

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CASE NAME:	Guaranty Financial Group Inc.	FOOTNOTES

CASE NUMBER:	09-35582	ACCRUAL BASIS


				MONTH:		September-09


ACCRUAL BASIS	LINE
FORM NUMBER	NUMBER		FOOTNOTE / EXPLANATION
General			The Office of Thrift Supervision appointed the FDIC as receiver for Guaranty Bank, an indirect subsidiary of the Debtor on August 21, 2009. The Debtor subsequently filed its petition with the U.S. Bankruptcy Court on August 27, 2009.

Accrual 1		1	Pursuant to the Order Implementing the Requirements of Section 345(B) of the Bankruptcy Code and the Region VI, Northern District of Texas, Guidelines for Chapter 11 Debtors-In-Possession filed on September 3, 2009, the Debtor’s transferred cash to its debtor-in-possession bank accounts.

Accrual 1		2	The Debtors and the FDIC contemplate that during the administration of this Chapter 11 case, certain assets, refunds and other recoveries, including, for example, tax refunds, insurance premium refunds and insurance recoveries (the “Reserve Funds”), will be paid to either the Debtors or the FDIC as receiver of Guaranty Bank. The Debtors and the FDIC may dispute the ownership of the Reserve Funds. They have agreed that the Reserve Funds will be deposited into a separate and segregated account at Bank of America. This amount represents the Reserve Funds plus accrued interest received through the filing of this report.

Accrual 1		8	Since the tax returns are filed on a consolidated basis, any refunds received should be allocated among the consolidating entities. The amount of the allocations are unknown at this time.

Accrual 1		17	The Debtor erroneously recorded a $9,766 expense payable to Bowne-Online Data Storage in
Accrual 2		17	the month of September. It was actually an obligation of Guaranty Bank as opposed to Guaranty Financial Group Inc. and was therefore reversed in the October 2009.

Accrual 1		7, 32	The payments listed on Item 9 “Payments Related to Debt Counseling or Bankruptcy” of the
Accrual 6			Debtor’s Statement of Financial Affairs include a residual retainer balance of $14,000 for Haynes & Boone. The retainer balance is disclosed in Haynes and Boone’s First Interim Fee Application that was filed in December 2009.

Guaranty Financial Group Inc. - FORM 8-K - EX-99.1 - January 21, 2010

Attached files