UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One):

x Form 10-K

o Form 20-F

o Form 11-K

o Form 10-Q

o Form 10-D

 

o Form N-SAR

o Form N-CSR

 

 

For Period Ended:

December 31, 2008        

 

o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-k

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR

For the Transition Period Ended:                                       

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

                                                                                                                                                                                

 

PART I

REGISTRANT INFORMATION

 

Guaranty Financial Group Inc.                                                                                                                            

Full Name of Registrant

 

                                                                                                                                                                                

Former Name if Applicable

 

1300 MoPac Expressway South                                                                                                                          

Address of Principal Executive Office (Street and Number)

 

Austin, Texas 78746                                                                                                                                             

City, State and Zip Code

 

 

 

 

PART II

RULE 12b-25 (b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

(a) The reasons described in reasonable detail in Part III of this form could not be eliminated

 

without unreasonable effort or expense;

 

 

 

(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,

 

 

Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the

 

x

fifteenth calendar day following the prescribed due date; or the subject quarterly report or

 

 

transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof

 

will be filed on or before the fifth calendar day following the prescribed due date; and

 

 

 

(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if

 

applicable.

 

 

PART III

NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Guaranty Financial Group Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “Form 10-K”). The Company is unable, without unreasonable effort and expense, to timely file the Form 10-K because the Company has not completed its financial statements for the fiscal year ended December 31, 2008. The Company is continuing to analyze and to discuss with its independent registered public accountants the appropriate valuation for balance sheet purposes of its mortgage-backed securities portfolio, including the extent of other than temporary impairment of this portfolio. The outcome of this analysis could affect, among other things, the adequacy of the Company's capital and the extent to which additional capital will be appropriate.  The Company is also discussing the extent, and potential terms and conditions, of required new capital with its board of directors and its principal stockholders, as well as with government authorities.  The Company currently expects to file the Form 10-K no later than the fifteenth calendar day following the prescribed due date.

 

 

 

 

PART IV

OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

              

Scott A. Almy                      

(214)                  

360-1932            

 

 

(Name)

(Area Code)

(Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

 

x Yes

o No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

 

x Yes

o No

 

The Company expects to report a loss of $444 million, or a loss of $8.84 per diluted share, for the year ended December 31, 2008, compared to earnings of $78 million, or $2.20 per diluted share, for the year ended December 31, 2007. Depending on the outcome of the Company's continuing review of the appropriate valuation for balance sheet purposes of its mortgage-backed securities portfolio, including the extent of other than temporary impairment of this portfolio, the loss actually reported by the Company could be higher.

 

Note: Certain matters discussed in this Form 12b-25 may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of terms and phrases such as "believe," "anticipate," "could," "estimate," "likely," "intent," "may," "plan," "project," "expect," and similar expressions, including references to assumptions or our plans and goals. Readers should not place undue reliance on these forward- looking statements. These statements reflect management's views with respect to events as of the date of the forward-looking statement and are subject to risks and uncertainties. Guaranty's actual results or performance may differ materially from those suggested, expressed, or implied by forward-looking statements due to a wide range of factors including, but not limited to: general economic, market, or business conditions; demand for new housing; competitive actions by other companies; changes in laws or regulations and actions or restrictions of regulatory agencies; deposit attrition, customer loss, or revenue loss in the ordinary course of business; cost or difficulties related to becoming a stand-alone public company; the inability to realize elements of our strategic plans; changes in the interest rate environment that expand or reduce margins or adversely affect critical estimates and projected returns on investments; unfavorable changes in economic conditions affecting housing markets, credit markets, real estate values and oil and gas prices and changes in market and/or general economic conditions, either nationally or regionally, that are less favorable than expected; natural disasters in primary market areas that may result in prolonged business disruption or materially impair the value of collateral securing loans; assumptions and estimates underlying critical accounting policies, particularly allowance for credit losses, mortgage-backed securities valuation and impairment assessments, ability to realize deferred tax assets, and goodwill and other intangible impairment assets, which may prove to be materially incorrect or may not be borne out by subsequent events; current or future litigation, regulatory investigations, proceedings or inquiries; strategies to manage interest rate risk that may yield results other than those anticipated; a significant change in the rate of inflation or deflation; changes in the securities markets; the ability to complete merger, acquisition or divestiture plans; regulatory or other limitations imposed as a result of any merger, acquisition or divestiture, and the success of our business following any merger, acquisition or divestiture; the final resolutions or outcomes with respect to our contingent and other corporate liabilities related to our business and any related actions for indemnification made pursuant to the various agreements with Temple-Inland Inc. and Forestar Real Estate Group Inc.; the ability to maintain capital ratios acceptable to the Office of Thrift Supervision; and changes in the value of real estate securing our loans. The Company disclaims any obligation to subsequently revise or update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

_____________________________________________________________________________________

 

 

         Guaranty Financial Group Inc.      

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: March 17, 2009

Guaranty Financial Group Inc.

 

 

By:

/s/ Ronald D. Murff                    

 

Name:

Ronald D. Murff                         

 

 

Title:

SEVP, Chief Financial Officer