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

Guaranty Financial Group Inc. - FORM 8-K - EX-99.1 - December 16, 2010

Attached files

Attached files

file	filename
8-K - FORM 8-K - Guaranty Financial Group Inc.	d78376e8vk.htm
EX-99.3 - EX-99.3 - Guaranty Financial Group Inc.	d78376exv99w3.htm
EX-99.4 - EX-99.4 - Guaranty Financial Group Inc.	d78376exv99w4.htm
EX-99.2 - EX-99.2 - Guaranty Financial Group Inc.	d78376exv99w2.htm

Exhibit 99.1

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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF TEXAS

DALLAS DIVISION

MONTHLY OPERATING REPORT

MONTH ENDING: November 30, 2010

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 S. Faulkner		Chief Restructuring Officer

Original Signature of Responsible Party	Title

Dennis S. Faulkner		12/15/10

Printed Name of Responsible Party	Date

PREPARER:


/s/ Jason A. Rae		Accountant

Original Signature of Preparer	Title

Jason A. Rae		12/14/10

Printed Name of Preparer	Date

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

CASE NUMBER: 09-35582


COMPARATIVE BALANCE SHEET			(SEE GENERAL FOOTNOTE)
	AMENDED
	SCHEDULED		MONTH			MONTH			MONTH
ASSETS	AMOUNT		Oct-10			Nov-10			Dec-10

1. Unrestricted Cash		11,143,730		10,062,380			10,060,033
2. Restricted Cash				735,517			779,448

3. Total Cash		11,143,730		10,797,896			10,839,481

4. Accounts Receivable (Net)
5. Inventory
6. Notes Receivable
7. Prepaid Expenses		673,704		350,852			350,852
8. Other (Attach List)		880,141		880,141			3,521,805

9. Total Current Assets		12,697,575		12,028,889			14,712,138

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		12,028,889			14,712,138

POST PETITION LIABILITIES
17. Accounts Payable
18. Taxes Payable
19. Notes Payable
20. Professional Fees				334,788			397,840
21. Secured Debt
22. Other (Attach List)

23. Total Post Petition Liabilities				334,788			397,840

PRE PETITION LIABILITIES
24. Secured Debt
25. Priority Debt		84,031		84,031			84,031
26. Unsecured Debt		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

29. Total Liabilities		328,716,463		329,051,251			329,114,304

EQUITY
30. Pre Petition Owners’ Equity				(316,018,889	)		(316,018,889	)
31. Post Petition Cumulative Profit Or (Loss)				(1,017,473	)		(1,038,941	)
32. Direct Charges To Equity				14,000			2,655,664

33. Total Equity				(317,022,362	)		(314,402,166	)

34. Total Liabilities and Equity				12,028,889			14,712,138

This form _x__ does ___ 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

COMPARATIVE BALANCE SHEET

(SEE GENERAL FOOTNOTE)

SCHEDULED

MONTH

ASSETS

AMOUNT

Oct-10

Nov-10

Dec-10

A. 2008 Federal IncomeTax Refund

880,141

1,290,141

B. 2008 California Tax Refund

2,231,664

TOTAL OTHER ASSETS — LINE 8

880,141

3,521,805

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


INCOME STATEMENT				(SEE GENERAL FOOTNOTE)
	MONTH			MONTH			MONTH	QUARTER
REVENUES	Oct-10			Nov-10			Dec-10	TOTAL

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		8,411			3,300				11,711
12. Rent & Lease
13. Other (Attach List)

14. Total Operating Expenses		8,411			3,300				11,711

15. Income Before Non-Operating Income & Expense		(8,411	)		(3,300	)			(11,711	)
OTHER INCOME & EXPENSES
16. Non-Operating Income (Att List)		988			44,884				45,872
17. Non-Operating Expense (Att List)
18. Interest Expense
19. Depreciation / Depletion
20. Amortization
21. Other (Attach List)
22. Net Other Income & Expenses		988			44,884				45,872
REORGANIZATION EXPENSES
23. Professional Fees		148,290			63,052				211,343
24. U.S. Trustee Fees		4,875							4,875
25. Other (Attach List)

26. Total Reorganization Expenses		153,165			63,052				216,218

27. Income Tax

28. Net Profit (Loss)		(160,589	)		(21,468	)			(182,057	)

This form X does 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

INCOME STATEMENT

MONTH

QUARTER

OPERATING EXPENSES

Oct-10

Nov-10

Dec-10

TOTAL

TOTAL OTHER OPERATING EXPENSES — LINE 13

OTHER INCOME & EXPENSES

A. Interest Income

988

997

1,984

B. Refund — Michigan State Taxes

43,888

TOTAL NON-OPERATING INCOME — LINE 16

988

44,884

45,872

TOTAL NON-OPERATING EXPENSE — LINE 17

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


CASH RECEIPTS AND	MONTH			MONTH		MONTH	QUARTER
DISBURSEMENTS	Oct-10			Nov-10		Dec-10	TOTAL

1. Cash — Beginning Of Month		10,890,195			10,797,896			10,890,195
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)		988			44,884			45,872

9. Total Non-Operating Receipts		988			44,884			45,872

10. Total Receipts		988			44,884			45,872

11. Total Cash Available		10,891,182			10,842,781			10,936,067

OPERATING DISBURSEMENTS
12. Net Payroll
13. Payroll Taxes Paid
14. Sales, Use & Other Taxes Paid		5,114						5,114
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)		3,297			3,300			6,597

26. Total Operating Disbursements		8,411			3,300			11,711

REORGANIZATION DISBURSEMENTS
27. Professional Fees		80,000						80,000
28. U.S. Trustee Fees		4,875						4,875
29. Other (Attach List)

30. Total Reorganization Expenses		84,875						84,875

31. Total Disbursements		93,286			3,300			96,586

32. Net Cash Flow		(92,298	)		41,584			(50,714	)

33. Cash — End of Month		10,797,896			10,839,481			10,839,481

This form _X__ does ___ 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

CASH RECEIPTS AND DISBURSEMENTS

MONTH

QUARTER

NON-OPERATING RECEIPTS

Oct-10

Nov-10

Dec-10

TOTAL

TOTAL LOANS & ADVANCES- LINE 6

A. Interest

988

997

1,984

B. Refund — Michigan State Taxes

43,888

TOTAL OTHER NON-OPERATING RECEIPTS — LINE 8

988

44,884

45,872

OPERATING DISBURSEMENTS

A. Bowne

1,487

1,493

2,980

B. PCAOB

C. Computershare

1,810

1,807

3,617

D. FASB

E. Corporation Service Company

TOTAL OTHER OPERATING DISBURSEMENTS — LINE 25

3,297

3,300

6,597

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-10

Nov-10

Dec-10

1. 0 - 30

2. 31 - 60

3. 61 - 90

4. 91 +

5. Total Accounts Receivable

6. (Amount Considered Uncollectible)

7. Accounts Receivable (Net)

MONTH: November-10

AGING OF POST PETITION TAXES AND PAYABLES

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

MONTH: November-10

STATUS OF POST PETITION TAXES

BEGINNING TAX

AMOUNT WITHHELD

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 ___ does _X__ 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: November-10

BANK RECONCILIATIONS

Account # 1

Account # 2

Account # 3

Other Accounts

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

TOTAL

1. Balance Per Bank Statement

—

483,055

1,795,758

8,560,668

10,839,481

2. Add: Total Deposits Not Credited

3. Subtract: Outstanding Checks

4. Other Reconciling Items

5. Month End Balance Per Books

0.00

483,055

1,795,758

8,560,668

10,839,481

6. Number of Last Check Written

3059

N/A

INVESTMENT ACCOUNTS

DATE OF

PURCHASE

CURRENT

BANK, ACCOUNT NAME & NUMBER

PURCHASE

TYPE OF INSTRUMENT

PRICE

VALUE

10. (Attach List)

11. Total Investments

CASH

12. Currency On Hand

13. Total Cash — End of Month

10,839,481

This form ___ does _X__ 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

MONTH: November-10

BANK RECONCILIATIONS

A. BANK:

Bank of America

B. ACCOUNT NUMBER:

4429005297

4429005307

4429005501

TOTAL

C. PURPOSE (TYPE):

GFG WCMA Treasury Fund

GFG Operating MMKT

GFG Reserve MMKT

OTHER BANK
ACCOUNTS

1. Balance Per Bank Statement

24,409

7,756,811

779,448

8,560,668

2. Add: Total Deposits Not Credited

3. Subtract: Outstanding Checks

4. Other Reconciling Items

5. Month End Balance Per Books

24,409

7,756,811

779,448

8,560,668

6. Number of Last Check Written

N/A

INVESTMENT ACCOUNTS

DATE OF

TYPE OF

PURCHASE

CURRENT

BANK, ACCOUNT NAME & NUMBER

PURCHASE

INSTRUMENT

PRICE

VALUE

E. Total Investments

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

CASE NUMBER: 09-35582


MONTH: November-10

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		TOTAL PAID
NAME	PAYMENT	AMOUNT PAID	TO DATE

1.
2.
3.
4.
5.
6.
7.
8. (Attach List)

9. Total Payments To Insiders

PROFESSIONALS

DATE OF COURT

ORDER

AUTHORIZING

AMOUNT

TOTAL PAID

TOTAL INCURRED &

NAME

PAYMENT

APPROVED

PAID

TO DATE

UNPAID *

1. Lain, Faulkner & Co.

12/29/09

179,144

121,797

2. Haynes & Boone

12/29/09

507,800

276,043

3. Pope Shamsie & Dooley

08/13/10

80,000

245,000

5. (Attach List)

6. Total Payments To Professionals

80,000

931,944

397,840


*		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 X does 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: November-10

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
General Liability	Burlington Insurance Co.	7/1/10 — 7/1/11	Paid in Full
General Liability — Mortgagee in Possession	Lexington Insurance Co.	10/27/08 — 10/27/11	Paid in Full

This form ___ does _X__ does not have related footnotes on Footnotes Supplement.

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CASE NAME: Guaranty Financial Group Inc.		FOOTNOTES

CASE NUMBER: 09-35582		ACCRUAL BASIS


		MONTH: November-10


ACCRUAL BASIS
FORM NUMBER	LINE 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, 32		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. During November 2010 an additional refund from the IRS in the amount of $410,000 was recorded based upon a carryback claim bringing the total requested refund to $1,290,141. In addition, a refund from the State of California for Franchise / Income Taxes for 2008 in the amount of $2,231,664 was recorded based upon the 2008 return and the proof of claim filed by the State,

Accrual 1 Accrual 6	7, 32		The payments listed on Item 9 “Payments Related to Debt Counseling or Bankruptcy” of the 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.

CASE NAME: Guaranty Financial Group Inc.

ACCRUAL BASIS

CASE NUMBER: 09-35582

JUDGE: Judge Houser