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

Guaranty Financial Group Inc. - FORM 8-K - EX-99.3 - April 14, 2011

Attached files

Attached files

file	filename
EX-99.1 - EX-99.1 - Guaranty Financial Group Inc.	d81380exv99w1.htm
EX-99.4 - EX-99.4 - Guaranty Financial Group Inc.	d81380exv99w4.htm
8-K - FORM 8-K - Guaranty Financial Group Inc.	d81380e8vk.htm
EX-99.2 - EX-99.2 - Guaranty Financial Group Inc.	d81380exv99w2.htm

Exhibit 99.3

Case 09-35582-bjh11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:52:22 Desc
Main Document Page 1 of 12


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: March 31, 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		Chief Restructuring Officer

Original Signature of Responsible Party		Title

Dennis S. Faulkner		04/11/11

Printed Name of Responsible Party		Date

PREPARER:

/s/ Jason A. Rae		Accountant

Original Signature of Preparer		Title

Jason A. Rae		04/11/11

Printed Name of Preparer		Date

Case 09-35582-bjh11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:52:22 Desc
Main Document Page 2 of 12


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		Jan-11		Feb-11		Mar-11
1. Unrestricted Cash		6,255,251		6,290,203		6,290,203		6,290,203
2. Restricted Cash

3. Total Cash		6,255,251		6,290,203		6,290,203		6,290,203

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

9. Total Current Assets		6,255,251		6,290,203		6,290,203		6,290,203

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		12,245,586		12,245,586		12,245,586


POST PETITION LIABILITIES
17. Accounts Payable				200		200
18. Taxes Payable
19. Notes Payable
20. Professional Fees
21. Secured Debt
22. Other (Attach List)								200

23. Total Post Petition Liabilities				200		200		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		371,385		371,385		371,385


EQUITY
30. Pre Petition Owners’ Equity				11,868,517		11,868,517		11,868,517
31. Post Petition Cumulative Profit Or (Loss)				3,054		3,054		3,054
32. Direct Charges To Equity				2,631		2,631		2,631
33. Total Equity				11,874,201		11,874,201		11,874,201

34. Total Liabilities and Equity				12,245,586		12,245,586		12,245,586

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

Case 09-35582-bjh11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:52:22 Desc
Main Document Page 3 of 12


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

Jan-11

Feb-11

Mar-11

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

A. Due to Guaranty Financial Group

200

TOTAL OTHER POST PETITION LIABILITIES — LINE 22

200

PRE PETITION LIABILITIES

TOTAL OTHER PRE PETITION LIABILITIES — LINE 27

Case 09-35582-bjh11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:52:22 Desc
Main Document Page 4 of 12


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

CASE NUMBER: 09-35583

INCOME STATEMENT

(SEE GENERAL FOOTNOTE)

MONTH

QUARTER

Jan-11

Feb-11

Mar-11

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)

641

17. Non-Operating Expense (Att List)

18. Interest Expense

19. Depreciation / Depletion

20. Amortization

21. Other (Attach List)

22. Net Other Income & Expenses

641

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

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

Case 09-35582-bjh11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:52:22 Desc
Main Document Page 5 of 12


CASE NAME: Guaranty Group Ventures Inc.		SUPPLEMENT TO

CASE NUMBER: 09-35583	ACCRUAL BASIS — 2

INCOME STATEMENT

MONTH

QUARTER

OPERATING EXPENSES

Jan-11

Feb-11

Mar-11

TOTAL

TOTAL OTHER OPERATING EXPENSES — LINE 13

OTHER INCOME & EXPENSES

A. Interest Income

641

TOTAL NON-OPERATING INCOME — LINE 16

641

TOTAL NON-OPERATING EXPENSE — LINE 17

REORGANIZATION EXPENSES

TOTAL OTHER REORGANIZATION EXPENSES — LINE 25

Case 09-35582-bjh11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:52:22 Desc
Main Document Page 6 of 12


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

CASE NUMBER: 09-35583

CASH RECEIPTS AND

MONTH

QUARTER

DISBURSEMENTS

Jan-11

Feb-11

Mar-11

TOTAL

1. Cash — Beginning Of Month

6,289,887

6,290,203

6,289,887

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

9. Total Non-Operating Receipts

641

10. Total Receipts

641

11. Total Cash Available

6,290,528

6,290,203

6,290,528

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

33. Cash — End of Month

6,290,203

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

Case 09-35582-bjh11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:52:22 Desc
Main Document Page 7 of 12


CASE NAME: Guaranty Group Ventures Inc.		SUPPLEMENT TO

CASE NUMBER: 09-35583	ACCRUAL BASIS — 3

CASH RECEIPTS AND

DISBURSEMENTS

MONTH

QUARTER

NON-OPERATING RECEIPTS

Jan-11

Feb-11

Mar-11

TOTAL

TOTAL LOANS & ADVANCES — LINE 6

A. Interest

641

TOTAL OTHER NON-OPERATING RECEIPTS — LINE 8

641

OPERATING DISBURSEMENTS

TOTAL OTHER OPERATING DISBURSEMENTS — LINE 25

REORGANIZATION DISBURSEMENTS

TOTAL OTHER REORGANIZATION DISBURSEMENTS — LINE 29

Case 09-35582-bjh11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:52:22 Desc
Main Doucument Page 8 of 12


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

CASE NUMBER: 09-35583	(SEE GENERAL FOOTNOTE)

SCHEDULED

MONTH

ACCOUNTS RECEIVABLE AGING

AMOUNT

Jan-11

Feb-11

Mar-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:

March-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:

March-11

STATUS OF POST PETITION TAXES

BEGINNING TAX

AMOUNT WITHHELD

FEDERAL

LIABILITY *

AND/OR 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 ___ does _X__ does not have related footnotes on Footnotes Supplement.

Case 09-35582-bjh 11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:52:22 Desc
Main Document Page 9 of 12


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: March-11

BANK RECONCILIATIONS

Account # 1

Account # 2

Account # 3

Other Accounts

A. BANK:

Bank of America

(Attach List)

B. ACCOUNT NUMBER:

4429005323

TOTAL

C. PURPOSE (TYPE):

Money Market

1. Balance Per Bank Statement

6,290,203

2. Add: Total Deposits Not Credited

3. Subtract: Outstanding Checks

4. Other Reconciling Items

5. Month End Balance Per Books

6,290,203

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

6,290,203

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

Case 09-35582-bjh11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:54:57 Desc
Main Document Page 10 of 12

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 DURING		TOTAL UNPAID
NAME OF CREDITOR	PAYMENTS DUE		MONTH		POST PETITION
1.	$	—
2.
3.
5. (Attach List)

6. TOTAL			$	—	$	—

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

Case 09-35582-bjh11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:52:22 Desc
Main Document Page 11 of 12

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

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.

Case 09-35582-bjh 11 Doc 484 Filed 04/12/11 Entered 04/12/11 14:52:22 Desc
Main Document Page 12 of 12


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 Guaranty Financial Group Inc. 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.

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.

CASE NAME: Guaranty Group Ventures Inc.

ACCRUAL BASIS — 6

CASE NUMBER: 09-35583

MONTH: March-11