Guaranty Financial Group Inc. - FORM 8-K - EX-99.4

Attached files

file	filename
8-K - FORM 8-K - Guaranty Financial Group Inc.	d82313e8vk.htm
EX-3.1 - EX-3.1 - Guaranty Financial Group Inc.	d82313exv3w1.htm
EX-3.2 - EX-3.2 - Guaranty Financial Group Inc.	d82313exv3w2.htm
EX-99.7 - EX-99.7 - Guaranty Financial Group Inc.	d82313exv99w7.htm
EX-99.3 - EX-99.3 - Guaranty Financial Group Inc.	d82313exv99w3.htm
EX-99.5 - EX-99.5 - Guaranty Financial Group Inc.	d82313exv99w5.htm
EX-99.2 - EX-99.2 - Guaranty Financial Group Inc.	d82313exv99w2.htm
EX-99.6 - EX-99.6 - Guaranty Financial Group Inc.	d82313exv99w6.htm
EX-99.1 - EX-99.1 - Guaranty Financial Group Inc.	d82313exv99w1.htm

Exhibit 99.4

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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: April 30, 2011

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		Title Chief Restructuring Officer

Original Signature of Responsible Party

Dennis S. Faulkner		Date 05/10/11

Printed Name of Responsible Party

PREPARER:

/s/ Jason A. Rae		Title Accountant

Original Signature of Preparer

Jason A. Rae		Date 05/09/11

Printed Name of Preparer

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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

ASSETS

AMOUNT

Apr-11

May-11

Jun-11

1. Unrestricted Cash

11,143,730

9,674,252

2. Restricted Cash

2,125,028

3. Total Cash

11,143,730

11,799,279

4. Accounts Receivable (Net)

5. Inventory

6. Notes Receivable

7. Prepaid Expenses

673,704

323,660

8. Other (Attach List)

880,141

2,233,668

9. Total Current Assets

12,697,575

14,356,607

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

14,356,607

POST PETITION LIABILITIES

17. Accounts Payable

18. Taxes Payable

19. Notes Payable

20. Professional Fees

689,002

21. Secured Debt

22. Other (Attach List)

23. Total Post Petition Liabilities

689,002

PRE PETITION LIABILITIES

24. Secured Debt

25. Priority Debt

84,031

26. Unsecured Debt

328,632,433

27. Other (Attach List)

28. Total Pre Petition Liabilities

328,716,464

29. Total Liabilities

328,716,464

329,405,465

EQUITY

30. Pre Petition Owners’ Equity

(316,018,889

)

31. Post Petition Cumulative Profit Or (Loss)

(1,685,633

)

32. Direct Charges To Equity

2,655,664

33. Total Equity

(315,048,859

)

34. Total Liabilities and Equity

14,356,607

This form þ 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

COMPARATIVE BALANCE SHEET

(SEE GENERAL FOOTNOTE)

SCHEDULED

MONTH

ASSETS

AMOUNT

Apr-11

May-11

Jun-11

A. 2008 Federal IncomeTax Refund

880,141

B. 2008 California Tax Refund

2,231,664

C. Due from Debtors-GGC, GGV & GHI

2,004

TOTAL OTHER ASSETS — LINE 8

880,141

2,233,668

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

QUARTER

REVENUES

Apr-11

May-11

Jun-11

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

28,290

12. Rent & Lease

13. Other (Attach List)

14. Total Operating Expenses

28,290

15. Income Before Non-Operating Income & Expense

(28,290

)

(28,290

)

OTHER INCOME & EXPENSES

16. Non-Operating Income (Att List)

28,081

17. Non-Operating Expense (Att List)

18. Interest Expense

19. Depreciation / Depletion

20. Amortization

21. Other (Attach List)

22. Net Other Income & Expenses

28,081

REORGANIZATION EXPENSES

23. Professional Fees

167,536

24. U.S. Trustee Fees

975

25. Other (Attach List)

26. Total Reorganization Expenses

168,511

27. Income Tax

28. Net Profit (Loss)

(168,720

)

(168,720

)

This form þ 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

INCOME STATEMENT

MONTH

QUARTER

OPERATING EXPENSES

Apr-11

May-11

Jun-11

TOTAL

TOTAL OTHER OPERATING EXPENSES — LINE 13

OTHER INCOME & EXPENSES

A. Interest Income-IRS Refund

28,081

TOTAL NON-OPERATING INCOME — LINE 16

28,081

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

QUARTER

DISBURSEMENTS

Apr-11

May-11

Jun-11

TOTAL

1. Cash — Beginning Of Month

10,924,722

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)

904,148

9. Total Non-Operating Receipts

904,148

10. Total Receipts

904,148

11. Total Cash Available

11,828,870

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)

28,615

26. Total Operating Disbursements

28,615

REORGANIZATION DISBURSEMENTS

27. Professional Fees

28. U.S. Trustee Fees

975

29. Other (Attach List)

30. Total Reorganization Expenses

975

31. Total Disbursements

29,590

32. Net Cash Flow

874,558

33. Cash — End of Month

11,799,279

This form þ 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

CASH RECEIPTS AND

DISBURSEMENTS

MONTH

QUARTER

NON-OPERATING RECEIPTS

Apr-11

May-11

Jun-11

TOTAL

TOTAL LOANS & ADVANCES- LINE 6

A. Interest

B. Refund — Michigan State Taxes

C. Refund — US Income Taxes & Interest

904,148

D. Refund — Insurance Premiums

TOTAL OTHER NON-OPERATING RECEIPTS — LINE 8

904,148

OPERATING DISBURSEMENTS

A. Bowne

B. International Sureties

25,000

C. Computershare

1,782

D. US Trustee Fees for GGC

325

E. Corporation Service Company

F. Elite Document Technology

G. RR Donnelley Financial

1,508

H. Miller Advertising

TOTAL OTHER OPERATING DISBURSEMENTS — LINE 25

28,615

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

Apr-11

May-11

Jun-11

1. 0 - 30

2. 31 - 60

3. 61 - 90

4. 91 +

5. Total Accounts Receivable

6. (Amount Considered Uncollectible)

7. Accounts Receivable (Net)

MONTH: April-11

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: April-11

STATUS OF POST PETITION TAXES

BEGINNING TAX

AMOUNT WITHHELD AND/OR

FEDERAL

LIABILITY *

ACCRUED

(AMOUNT PAID)

ENDING TAX 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 þ 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: April-11

BANK RECONCILIATIONS

Account # 1

Account # 2

Account # 3

Other Accounts

A. BANK:

Bank of America

(Attach List)

B. ACCOUNT NUMBER:

4429005271

4429005268

4429005284

GFG GB Cash

GFG Shareholder

(Stanford Realty)

C. PURPOSE (TYPE):

Operating

Svcs-MMKT

MMKT

TOTAL

1. Balance Per Bank Statement

—

452,745

1,796,032

9,550,502

11,799,279

2. Add: Total Deposits Not Credited

3. Subtract: Outstanding Checks

4. Other Reconciling Items

5. Month End Balance Per Books

—

452,745

1,796,032

9,550,502

11,799,279

6. Number of Last Check Written

3091

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

11,799,279

This form o does þ 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: April-11

BANK RECONCILIATIONS

A. BANK:

Bank of America

B. ACCOUNT NUMBER:

4429005297

4429005307

4429005501

TOTAL

GFG WCMA

GFG Operating

GFG Reserve

OTHER BANK

C. PURPOSE (TYPE):

Treasury Fund

MMKT

ACCOUNTS

1. Balance Per Bank Statement

24,411

7,401,064

2,125,028

9,550,502

2. Add: Total Deposits Not Credited

3. Subtract: Outstanding Checks

4. Other Reconciling Items

5. Month End Balance Per Books

24,411

7,401,064

2,125,028

9,550,502

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: April-11

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

TOTAL

AUTHORIZING

AMOUNT

TOTAL PAID

INCURRED

NAME

PAYMENT

APPROVED

PAID

TO DATE

& UNPAID *

1. Lain, Faulkner & Co.

12/29/09

179,144

139,886

2. Haynes & Boone

12/29/09

507,800

549,116

3. Pope Shamsie & Dooley

08/13/10

80,000

245,000

5. (Attach List)

6. Total Payments To Professionals

80,000

931,944

689,002


*		Include all fees incurred, both approved and unapproved

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

SCHEDULED

AMOUNTS

TOTAL

MONTHLY

PAID

UNPAID

PAYMENTS

DURING

POST

NAME OF CREDITOR

DUE

MONTH

PETITION

—

5. (Attach List)

6. TOTAL

—

This form þ 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: April-11


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 o does þ 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: April-11


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.

General			Effective February 1, 2011, all Bank of America Money Market Saving accounts over $250,000 were converted to Non-Interest Bearing accounts. This policy change was approved by the U.S. Trustee’s Office. During the month of February the final interest received was posted.

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. During the month of December 2010, $414,074 of this amount was received, 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. During the month of April, $904,148, the remaining amount due from the IRS, was received.

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-99.4 - May 13, 2011

Attached files