Guaranty Financial Group Inc. - FORM 8-K - EX-99.6

Guaranty Financial Group Inc. - FORM 8-K - EX-99.6 - May 13, 2011

Attached files

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-99.4 - EX-99.4 - Guaranty Financial Group Inc.	d82313exv99w4.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-99.1 - EX-99.1 - Guaranty Financial Group Inc.	d82313exv99w1.htm

Exhibit 99.6

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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: 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

Original Signature of Responsible Party				Title Chief Restructuring Officer

Dennis S. Faulkner

Printed Name of Responsible Party				Date 05/10/11

PREPARER:

/s/ Jason A. Rae

Original Signature of Preparer				Title Accountant

Jason A. Rae

Printed Name of Preparer				Date 05/09/11

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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

ASSETS

AMOUNT

Apr-11

May-11

Jun-11

1. Unrestricted Cash

6,255,251

6,289,878

2. Restricted Cash

3. Total Cash

6,255,251

6,289,878

4. Accounts Receivable (Net)

5. Inventory

6. Notes Receivable

7. Prepaid Expenses

8. Other (Attach List)

9. Total Current Assets

6,255,251

6,289,878

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

16. Total Assets

12,239,702

12,245,261

POST PETITION LIABILITIES

17. Accounts Payable

18. Taxes Payable

19. Notes Payable

20. Professional Fees

21. Secured Debt

22. Other (Attach List)

200

23. Total Post Petition Liabilities

200

PRE PETITION LIABILITIES

24. Secured Debt

25. Priority Debt

26. Unsecured Debt

371,185

27. Other (Attach List)

28. Total Pre Petition Liabilities

371,185

29. Total Liabilities

371,185

371,385

EQUITY

30. Pre Petition Owners’ Equity

11,868,517

31. Post Petition Cumulative Profit Or (Loss)

2,729

32. Direct Charges To Equity

2,631

33. Total Equity

11,873,876

34. Total Liabilities and Equity

12,245,261

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

Apr-11

May-11

Jun-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

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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

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

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)

17. Non-Operating Expense (Att List)

18. Interest Expense

19. Depreciation / Depletion

20. Amortization

21. Other (Attach List)

22. Net Other Income & Expenses

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)

(325

)

(325

)

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

Apr-11

May-11

Jun-11

TOTAL

TOTAL OTHER OPERATING EXPENSES — LINE 13

OTHER INCOME & EXPENSES

A. Interest Income

TOTAL NON-OPERATING INCOME — LINE 16

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

MONTH

QUARTER

CASH RECEIPTS AND DISBURSEMENTS

Apr-11

May-11

Jun-11

TOTAL

1. Cash — Beginning Of Month

6,290,203

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)

9. Total Non-Operating Receipts

10. Total Receipts

11. Total Cash Available

6,290,203

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

(325

)

(325

)

33. Cash — End of Month

6,289,878

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 — 3

CASH RECEIPTS AND
DISBURSEMENTS


	MONTH	MONTH	MONTH	QUARTER
NON-OPERATING RECEIPTS	Apr-11	May-11	Jun-11	TOTAL
A.
B.
C.
D.
E.
TOTAL LOANS & ADVANCES- LINE 6

A.
B.
C.
D.
E.
TOTAL OTHER NON-OPERATING RECEIPTS - LINE 8

OPERATING DISBURSEMENTS
A.
B.
C.
D.
E.
F.
G.
H.
TOTAL OTHER OPERATING DISBURSEMENTS - LINE 25

REORGANIZATION DISBURSEMENTS
A.
B.
C.
D.
E.
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

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

AMOUNT WITHHELD

ENDING TAX

FEDERAL

TAX 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: April-11

BANK RECONCILIATIONS

Account # 1

Account # 2

Account # 3

Other Accounts

TOTAL

A. BANK:

Bank of America

(Attach List)

B. ACCOUNT NUMBER:

4429005323

C. PURPOSE (TYPE):

Money Market

1. Balance Per Bank Statement

6,289,878

2. Add: Total Deposits Not Credited

3. Subtract: Outstanding Checks

4. Other Reconciling Items

5. Month End Balance Per Books

6,289,878

6. Number of Last Check Written

N/A

INVESTMENT ACCOUNTS

DATE OF

TYPE OF

PURCHASE

CURRENT

BANK, ACCOUNT NAME & NUMBER

PURCHASE

INSTRUMENT

PRICE

VALUE

10. (Attach List)

11. Total Investments

CASH

12. Currency On Hand

13. Total Cash — End of Month

6,289,878

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: 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

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
1.	$	—
2.
3.
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: 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.

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

TYPE OF POLICY	CARRIER	PERIOD COVERED	PAYMENT AMOUNT & FREQUENCY
General Liability	Burlington Insurance	07/01/10 — 07/01/11	Paid in Full
General Liability-Mortgagee in	Lexington	10/27/08 — 10/27/11	Paid in Full
Possession

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: 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 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.

INSURANCE

Are Worker’s Compensation, General Liability and other necessary insurance coverages in effect?

Are all premium payments paid current?

Please itemize policies below.