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

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file	filename
8-K - FORM 8-K - Guaranty Financial Group Inc.	d79049e8vk.htm
EX-99.4 - EX-99.4 - Guaranty Financial Group Inc.	d79049exv99w4.htm
EX-99.1 - EX-99.1 - Guaranty Financial Group Inc.	d79049exv99w1.htm
EX-99.2 - EX-99.2 - Guaranty Financial Group Inc.	d79049exv99w2.htm

Exhibit 99.3

Case 09-35582-bjh11 Doc 329 Filed 01/18/11 Entered 01/18/11 13:14:30 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: December 31, 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		1/18/11
Printed Name of Responsible Party		Date

PREPARER:

/s/ Jason A. Rae		Accountant

Original Signature of Preparer		Title

Jason A. Rae		1/14/11
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		6,289,887
2.	Restricted Cash
3.	Total Cash		6,255,251		6,285,995		6,286,615		6,289,887
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		6,289,887
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		5,955,384
16.	Total Assets		12,239,702		12,241,379		12,241,999		12,245,270
POST PETITION LIABILITIES
17.	Accounts Payable								200
18.	Taxes Payable
19.	Notes Payable
20.	Professional Fees
21.	Secured Debt
22.	Other (Attach List)
23.	Total Post Petition Liabilities								200
PRE PETITION LIABILITIES
24.	Secured Debt
25.	Priority Debt
26.	Unsecured Debt		371,185		371,185		371,185		371,185
27.	Other (Attach List)
28.	Total Pre Petition Liabilities		371,185		371,185		371,185		371,185
29.	Total Liabilities		371,185		371,185		371,185		371,385
EQUITY
30.	Pre Petition Owners’ Equity				11,868,517		11,868,517		11,868,517
31.	Post Petition Cumulative Profit Or (Loss)				1,677		2,297		2,738
32.	Direct Charges To Equity								2,631
33.	Total Equity				11,870,194		11,870,814		11,873,885
34.	Total Liabilities and Equity				12,241,379		12,241,999		12,245,270

This form þ does o 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 — 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

Intercompany — GFG

5,955,384

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		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						200			200
12.	Rent & Lease
13.	Other (Attach List)
14.	Total Operating Expenses						200			200
15.	Income Before Non-Operating Income & Expense						(200	)		(200	)
OTHER INCOME & EXPENSES
16.	Non-Operating Income (Att List)		641		620		641			1,901
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		641			1,901
REORGANIZATION EXPENSES
23.	Professional Fees
24.	U.S. Trustee Fees		325							325
25.	Other (Attach List)
26.	Total Reorganization Expenses		325							325
27.	Income Tax
28.	Net Profit (Loss)		316		620		441			1,376

This form o does þ 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

641

1,901

TOTAL NON-OPERATING INCOME — LINE 16

641

620

641

1,901

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		MONTH		MONTH		QUARTER
DISBURSEMENTS	Oct-10		Nov-10		Dec-10		TOTAL
1. Cash — Beginning Of Month		6,285,679		6,285,995		6,286,615		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		3,272		4,532
9. Total Non-Operating Receipts		641		620		3,272		4,532
10. Total Receipts		641		620		3,272		4,532
11. Total Cash Available		6,286,320		6,286,615		6,289,887		6,290,212
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						325
29. Other (Attach List)
30. Total Reorganization Expenses		325						325
31. Total Disbursements		325						325
32. Net Cash Flow		316		620		3,272		4,207
33. Cash — End of Month		6,285,995		6,286,615		6,289,887		6,289,887

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

Case 09-35582-bjh11 Doc 329 Filed 01/18/11 Entered 01/18/11 13:14:30 Desc
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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

641

1,901

B. Trivest return on investment

2,631

TOTAL OTHER NON-OPERATING RECEIPTS — LINE 8

641

620

3,272

4,532

OPERATING DISBURSEMENTS

TOTAL OTHER OPERATING DISBURSEMENTS — LINE 25

REORGANIZATION DISBURSEMENTS

TOTAL OTHER REORGANIZATION DISBURSEMENTS — LINE 29

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

CASE NUMBER:	09-35583	(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: December-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

200

MONTH: December-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 o does þ does not have related footnotes on Footnotes Supplement.

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

CASE NUMBER:	09-35583

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-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

6,289,887

2. Add: Total Deposits Not Credited

3. Subtract: Outstanding Checks

4. Other Reconciling Items

5. Month End Balance Per Books

6,289,887

6. Number of Last Check Written

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							6,289,887

This form o does þ 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: December-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

TOTAL

AUTHORIZING

AMOUNT

TOTAL PAID

INCURRED

NAME

PAYMENT

APPROVED

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

AMOUNTS

MONTHLY

PAID

TOTAL

PAYMENTS

DURING

UNPAID POST

NAME OF CREDITOR

DUE

MONTH

PETITION

—

5. (Attach List)

6. TOTAL

—

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

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

CASE NUMBER:	09-35583

MONTH: December-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 o does þ does not have related footnotes on Footnotes Supplement.

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CASE NAME:	Guaranty Group Ventures Inc.	FOOTNOTES

CASE NUMBER:	09-35583	ACCRUAL BASIS

		MONTH: December-10


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 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.

Accrual 1		32	During the month of December 2010 the Debtor’s investment in Trivest was liquidated. The total return on investment received was $2,631.

Guaranty Financial Group Inc. - FORM 8-K - EX-99.3 - January 19, 2011

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