Guaranty Financial Group Inc. - FORM 8-K - EX-99.3

Guaranty Financial Group Inc. - FORM 8-K - EX-99.3 - December 16, 2010

Attached files

Attached files

file	filename
8-K - FORM 8-K - Guaranty Financial Group Inc.	d78376e8vk.htm
EX-99.1 - EX-99.1 - Guaranty Financial Group Inc.	d78376exv99w1.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 99.3

Case 09-35582-bjh11 Doc 308 Filed 12/15/10 Entered 12/15/10 13:31:46 Desc
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CASE NAME: Guaranty Group Ventures Inc.		ACCRUAL BASIS

CASE NUMBER: 09-35583

JUDGE: Judge Houser

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 Group Ventures Inc.		ACCRUAL BASIS — 1

CASE NUMBER: 09-35583


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

1.	Unrestricted Cash		6,255,251		6,285,995		6,286,615
2.	Restricted Cash

3.	Total Cash		6,255,251		6,285,995		6,286,615

4.	Accounts Receivable (Net)
5.	Inventory
6.	Notes Receivable
7.	Prepaid Expenses
8.	Other (Attach List)

9.	Total Current Assets		6,255,251		6,285,995		6,286,615

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)		5,984,451		5,955,384		5,955,384

16.	Total Assets		12,239,702		12,241,379		12,241,999
POST PETITION LIABILITIES

17.	Accounts Payable
18.	Taxes Payable
19.	Notes Payable
20.	Professional Fees
21.	Secured Debt
22.	Other (Attach List)

23.	Total Post Petition Liabilities

PRE PETITION LIABILITIES
24.	Secured Debt
25.	Priority Debt
26.	Unsecured Debt		371,185		371,185		371,185
27.	Other (Attach List)
28.	Total Pre Petition Liabilities		371,185		371,185		371,185

29.	Total Liabilities		371,185		371,185		371,185

EQUITY
30.	Pre Petition Owners’ Equity				11,868,517		11,868,517
31.	Post Petition Cumulative Profit Or (Loss)				1,677		2,297
32.	Direct Charges To Equity
33.	Total Equity				11,870,194		11,870,814

34.	Total Liabilities and Equity				12,241,379		12,241,999

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

Case 09-35582-bjh11 Doc 308 Filed 12/15/10 Entered 12/15/10 13:31:46 Desc
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CASE NAME: Guaranty Group Ventures Inc.		SUPPLEMENT TO



CASE NUMBER: 09-35583		ACCRUAL BASIS — 1

COMPARATIVE BALANCE SHEET

(SEE GENERAL FOOTNOTE)

SCHEDULED

MONTH

ASSETS

AMOUNT

Oct-10

Nov-10

Dec-10

TOTAL OTHER ASSETS — LINE 8

TOTAL OTHER ASSETS NET OF AMORTIZATION — LINE 14

A. Intercompany — GFG

5,955,384

B. Trivest Funds (.6578% ownership)

29,067

TOTAL OTHER ASSETS — LINE 15

5,984,451

5,955,384

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 Group Ventures Inc.		ACCRUAL BASIS — 2



CASE NUMBER: 09-35583

INCOME STATEMENT

(SEE GENERAL FOOTNOTE)

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

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)

641

620

1,261

17. Non-Operating Expense (Att List)

18. Interest Expense

19. Depreciation / Depletion

20. Amortization

21. Other (Attach List)

22. Net Other Income & Expenses

641

620

1,261

REORGANIZATION EXPENSES

23. Professional Fees

24. U.S. Trustee Fees

325

25. Other (Attach List)

26. Total Reorganization Expenses

325

27. Income Tax

28. Net Profit (Loss)

316

620

936

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

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CASE NAME: Guaranty Group Ventures Inc.		SUPPLEMENT TO



CASE NUMBER: 09-35583		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

641

620

1,261

TOTAL NON-OPERATING INCOME — LINE 16

641

620

1,261

TOTAL NON-OPERATING EXPENSE — LINE 17

REORGANIZATION EXPENSES

TOTAL OTHER REORGANIZATION EXPENSES — LINE 25

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



CASE NUMBER: 09-35583

CASH RECEIPTS AND

MONTH

QUARTER

DISBURSEMENTS

Oct-10

Nov-10

Dec-10

TOTAL

1. Cash — Beginning Of Month

6,285,679

6,285,995

6,285,679

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)

641

620

1,261

9. Total Non-Operating Receipts

641

620

1,261

10. Total Receipts

641

620

1,261

11. Total Cash Available

6,286,320

6,286,615

6,286,940

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)

26. Total Operating Disbursements

REORGANIZATION DISBURSEMENTS

27. Professional Fees

28. U.S. Trustee Fees

325

29. Other (Attach List)

30. Total Reorganization Expenses

325

31. Total Disbursements

325

32. Net Cash Flow

316

620

936

33. Cash — End of Month

6,285,995

6,286,615

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

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CASE NAME: Guaranty Group Ventures Inc.		SUPPLEMENT TO



CASE NUMBER: 09-35583		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

641

620

1,261

TOTAL OTHER NON-OPERATING RECEIPTS — LINE 8

641

620

1,261

OPERATING DISBURSEMENTS

TOTAL OTHER OPERATING DISBURSEMENTS — LINE 25

REORGANIZATION DISBURSEMENTS

TOTAL OTHER REORGANIZATION DISBURSEMENTS — LINE 29

Case 09-35582-bjh11 Doc 308 Filed 12/15/10 Entered 12/15/10 13:31:46 Desc
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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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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: October-10

BANK RECONCILIATIONS

Account # 1

Account # 2

Account # 3

Other Accounts

A. BANK:

Bank of America

(Attach List)

B. ACCOUNT NUMBER:

4429005323

C. PURPOSE (TYPE):

Money Market

TOTAL

1. Balance Per Bank Statement

6,286,615

2. Add: Total Deposits Not Credited

3. Subtract: Outstanding Checks

4. Other Reconciling Items

5. Month End Balance Per Books

6,286,615

6. Number of Last Check Written

N/A

INVESTMENT ACCOUNTS

BANK, ACCOUNT NAME & NUMBER

DATE OF
PURCHASE

TYPE OF INSTRUMENT

PURCHASE
PRICE

CURRENT
VALUE

10. (Attach List)

11. Total Investments

CASH

12. Currency On Hand

13. Total Cash — End of Month

6,286,615

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

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



	CASE NUMBER: 09-35583

						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
NAME	TYPE OF PAYMENT	AMOUNT PAID	TOTAL PAID TO DATE

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

9. Total Payments To Insiders

PROFESSIONALS

DATE OF COURT ORDER

TOTAL INCURRED &

NAME

AUTHORIZING PAYMENT

AMOUNT APPROVED

AMOUNT PAID

TOTAL PAID TO DATE

UNPAID *

5. (Attach List)

6. Total Payments To Professionals


*		Include all fees incurred, both approved and unapproved

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

SCHEDULED MONTHLY

AMOUNTS PAID

TOTAL UNPAID

NAME OF CREDITOR

PAYMENTS DUE

DURING MONTH

POST PETITION

$—

5. (Attach List)

6. TOTAL

$—

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

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		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?		X
2. Are all premium payments paid current?		X
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	07/01/10 — 07/01/11	Paid in Full
General Liability-Mortgagee in Possession	Lexington	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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MONTH: November-10


ACCRUAL BASIS FORM	LINE
NUMBER	NUMBER		FOOTNOTE / EXPLANATION

General			The Office of Thrift Supervision appointed the FDIC as receiver for Guaranty Bank, an indirect subsidiary of Guaranty Financial Group Inc. 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.

CASE NAME: Guaranty Group Ventures Inc.

ACCRUAL BASIS — 4