EX-99.3 4 eplmayoperatingreport-exhi.htm EXHIBIT 99.3 EPL May Operating Report - Exhibit 99.3


Exhibit 99.3
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF
 
 
 
 
 
 
 
IN RE:
 
 
 
}
CASE NUMBER
 
 
 
 
 
}
13-11458
 
 
 
 
 
}
 
 
 
 
 
 
}
 
 
 
 
 
 
}
 
 
DEBTOR(S)
Endeavor Pipeline Inc.
}
CHAPTER 11
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DEBTOR'S STANDARD MONTHLY OPERATING REPORT (BUSINESS)
 
 
 
 
 
 
 
FOR THE PERIOD
 
 
FROM
May 1, 2013
TO
May 31, 2013
 
 
 
 
 
 
 
 
Comes now the above-named debtor and files its Monthly Operating Reports in accordance with the Guidelines established by the United States Trustee and FRBP 2015.
 
 
 
 
 
 
 
 
 
 
 
 
/s/ William H. Hock
 
 
 
 
 
Attorney for Debtor's Signature
 
 
 
 
 
 
 
Debtor's Address and Phone Number:
Attorney's Address and Phone Number:
Endeavor Pipeline Inc.
Crowe & Dunlevy
9400 N. Broadway, Suite 600
20 North Broadway, Suite 1800
Oklahoma City, OK 73114
Oklahoma City, OK 73102
405-600-0711
405-235-7700

Note: The original Monthly Operating Report is to be filed with the court and a copy simultaneously provided to the United States Trustee Office. Monthly Operating Reports must be filed by the 21st day of the following month.
 
 
 
 
 
For assistance in preparing the Monthly Operating Report, refer to the following resources on the United States Trustee Program Website, http://www.justice.gov/ust/r20/index.htm.
 
 
 
 
 
1.
Instructions for Preparations of Debtor’s Chapter 11 Monthly Operating Report
2.
Initial Filing Requirements
3.
Frequently Asked Questions (FAQs)



MOR-1



SCHEDULE OF RECEIPTS AND DISBURSEMENTS
FOR THE PERIOD BEGINNING May 1, 2013 AND ENDING May 31, 2013

Name of Debtor: Endeavor Pipeline Inc.     Case Number 13-11458
Date of Petition: April 1, 2013


CURRENT MONTH

CUMULATIVE PETITION TO DATE
1.
FUNDS AT BEGINNING OF PERIOD
5,254,094


1,361,471

2.
RECEIPTS:




A. Cash Sales




Minus: Cash Refunds




Net Cash Sales




B. Accounts Receivable
3,944,531


8,271,405


C. Other Receipts (See MOR-3)
2,815


2,815

3.
TOTAL RECEIPTS (Lines 2A+2B+2C)
3,947,346


8,274,220

4.
TOTAL FUNDS AVAILABLE FOR OPERATIONS (Line 1 + Line 3)
9,201,440


9,635,691

5.
DISBURSEMENTS




A. Advertising




B. Bank Charges




C. Contract Labor




D. Fixed Asset Payments (not incl. in “N”)




E. Insurance




F. Inventory Payments (See Attach. 2)




G. Leases




H. Manufacturing Supplies




I. Office Supplies




J. Payroll - Net (See Attachment 4B)
77,870


131,316


K. Professional Fees (Accounting & Legal)




L. Rent




M. Repairs & Maintenance




N. Secured Creditor Payments (See Attach. 2)




O. Taxes Paid - Payroll (See Attachment 4C)
33,557


55,256


P. Taxes Paid - Sales & Use (See Attachment 4C)




Q. Taxes Paid - Other (See Attachment 4C)




R. Telephone




S. Travel & Entertainment




Y. U.S. Trustee Quarterly Fees




U. Utilities




V. Vehicle Expenses




W. Other Operating Expenses (See MOR-3)
4,308,505


4,667,611

6.
TOTAL DISBURSEMENTS (Sum of 5A thru W)
4,419,932


4,854,183

7.
ENDING BALANCE (Line 4 Minus Line 6)
4,781,508


4,781,508


I declare under penalty of perjury that this statement and the accompanying documents and reports are true and correct to the best of my knowledge and belief.
This 25th day of June, 2013
/s/ James A. Merrill
 
James A. Merrill, Vice President and Secretary

(a)This number is carried forward from last month’s report. For the first report only, this number will be the balance as of the petition date.
(b)This figure will not change from month to month. It is always the amount of funds on hand as of the date of the petition.
(c)These two amounts will always be the same if form is completed correctly.


MOR-2



MONTHLY SCHEDULE OF RECEIPTS AND DISBURSEMENTS (cont’d)
                    
Detail of Other Receipts and Other Disbursements

OTHER RECEIPTS:
Describe Each Item of Other Receipt and List Amount of Receipt. Write totals on Page MOR-2, Line 2C.

Description
 
CURRENT MONTH

CUMULATIVE PETITION TO DATE
Miscellaneous refunds
 
$2,815

$2,815
 
 



 
 



 
 



 
 



 
 





“Other Receipts” includes Loans from Insiders and other sources (i.e. Officer/Owner, related parties directors, related corporations, etc.). Please describe below:

Loan Amount
 
Source of Funds
 
Purpose
 
Repayment Schedule
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



OTHER DISBURSEMENTS:

Describe Each Item of Other Disbursement and List Amount of Disbursement. Write totals on Page MOR-2, Line 5W.
Description
CURRENT MONTH
 
CUMULATIVE PETITION TO DATE
Distribution to Endeavor Gathering LLC for services and contractual fees
$
235,805

 
$
594,911

Payment of monthly Volumetric Production Payment
$
934,046

 
$
934,046

Intercompany transfer to GMX Resources Inc.
$
857,840

 
$
857,840

Intercompany transfer to GMX Resources Inc. ("GMX") for natural gas sales
$
2,280,814

 
$
2,280,814

Total
$
4,308,505

 
$
4,667,611



NOTE: Attach a current Balance Sheet and Income (Profit & Loss) Statement. See Exhibit I Attached

MOR-3



ATTACHMENT 1

MONTHLY ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

Name of Debtor: Endeavor Pipeline Inc. Case Number: 13-11458

Reporting Period beginning May 1, 2013 Period ending May 31, 2013

ACCOUNTS RECEIVABLE AT PETITION DATE: $(14,819,192)

ACCOUNTS RECEIVABLE RECONCILIATION
(Include all accounts receivable, pre-petition and post-petition, including charge card sales which have not been received):

Oil & Gas Sales

Joint Interest Billing

Other Accounts Receivable (1)

Intercompany Receivable/Payable (2)

Total
Beginning of Month Balance (a)
$
4,170,347


$


$
155,298


$
(18,863,136
)

$
(14,537,491
)
Plus: Current Month New Billings (b)
$
3,913,359


$


$
31,613


$
11,667


$
3,956,639

Minus: Collection During Month
$
(3,944,531
)

$


$


$


$
(3,944,531
)
Minus: Revenue Netting
$


$


$


$


$

Plus/Minus: Adjustments or Writeoffs
$


$


$
(121,339
)

$
21,088,466


$
20,967,127

End of Month Balance (c)
$
4,139,175


$


$
65,572


$
2,236,997


$
6,441,744

(1) Other accounts receivable contains accounts receivable due from/due to a third party for salt water disposal involving and other miscellaneous receivables/payables.
(2) Intercompany Receivable/Payable includes amounts due to or due from Endeavor Gathering LLC, which is a subsidiary of the Company that is not part of the consolidated bankruptcy filing.
        
*For any adjustments or Write-offs provide explanation and supporting documentation, if applicable: N/A
Adjustments include reclass of intercompany accounts.

POST PETITION ACCOUNTS RECEIVABLE AGING
(Show the total for each aging category for all accounts receivable)

 
0-30 Days

31-60 Days

61-90 Days

Over 90 Days

Total
Oil & Gas Sales - For the current reporting month
 
$
4,129,273


$


$


$


$
4,129,273

Other Accounts Receivable
 
$
15,757


$
15,856


$


$


$
31,613

Intercompany Receivable/Payable
 
$
11,667


$


$


$


$
11,667


For any receivables in the “Over 90 Days” category, please provide the following:
Customer

Receivable Date

Status
N/A

N/A

N/A

(a)This number is carried forward from last month’s report. For the first report only, this number will be the balance as of the petition date.
(b)This must equal the number reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 2B).
(c)These two amounts must equal.

MOR-4



ATTACHMENT 2

MONTHLY ACCOUNTS PAYABLE AND SECURED PAYMENTS REPORT

Name of Debtor: Endeavor Pipeline Inc. Case Number: 13-11458

Reporting Period beginning May 1, 2013 Period ending May 31, 2013

In the space below list all invoices or bills incurred and not paid since the filing of the petition. Do not include amounts owed prior to filing the petition. In the alternative, a computer generated list of payables may be attached provided all information requested below is included.

POST-PETITION ACCOUNTS PAYABLE
Date         Days
Incurred
Outstanding     Vendor        Description             Amount

N/A - All disbursements other than payroll flow through the GMX operating account and any outstanding payables or related payments are reflected in the intercompany balances between GMX and Endeavor Pipeline Inc.

þ Check here if pre-petition debts have been paid. Attach an explanation and copies of supporting documentation.
The Company paid $2,280,814 in pre-petition debts to GMX Resources Inc. for the purchase of natural gas and natural gas liquids ("NGL") production.
                                                                                                                                                                                
ACCOUNTS PAYABLE RECONCILIATION (Post Petition Unsecured Debt Only)

Opening Balance (a)
$—
PLUS: New Indebtedness Incurred This Month
$—
MINUS: Amount Paid on Post Petition Accounts Payable This Month
$—
PLUS/MINUS: Adjustments *
$—
Ending Month Balance (c)
$—


*For any adjustments provide explanation and supporting documentation, if applicable.
                                                                                                                                                                                 

MOR-5



SECURED PAYMENTS REPORT
List the status of Payments to Secured Creditors and Lessors (Post Petition Only). If you have entered into a modification agreement with a secured creditor/lessor, consult with your attorney and the United States Trustee Program prior to completing this section).

Secured Creditor/Lessor

Date Payment Due This Month

Amount Paid This Month

Number of Post Petition Payments Delinquent

Total Amount of Post Petition Payments Delinquent
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL (d)
 
 
 
 
 
 
 
 


(a)This number is carried forward from last month’s report. For the first report only, this number will be zero.
(b, c)The total of line (b) must equal line (c).
(d)This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements (Page MOR-2, Line 5N).

MOR-6



ATTACHMENT 3
    
INVENTORY AND FIXED ASSETS REPORT

Name of Debtor: Endeavor Pipeline Inc.     Case Number: 13-11458

Reporting Period beginning May 1, 2013 Period ending May 31, 2013

INVENTORY REPORT

Note: EPL does not have inventory.
Inventory Balance at Petition Date:
N/A
Inventory Reconciliation:
N/A
Inventory Balance at Beginning of Month
 
Plus: Inventory Purchased During Month
 
Minus: Inventory Used or Sold
 
Plus/Minus: Adjustments or Write-downs
 
Inventory on Hand at End of Month
N/A

METHOD OF COSTING INVENTORY: N/A

*For any adjustments or write-downs provide explanation and supporting documentation, if applicable. N/A
                                                                                                                                                                                
INVENTORY AGING

Less than 6 months old
 
6 months to 2 years old
 
Greater than 2 years old
 
Considered Obsolete
 
Total Inventory
N/A
 
N/A
 
N/A
 
N/A
 
N/A
* Aging Percentages must equal 100%.
o Check here if inventory contains perishable items.

Description of Obsolete Inventory: N/A

FIXED ASSET REPORT

FIXED ASSETS FAIR MARKET VALUE AT PETITION DATE (b): Fair market value of fixed assets at petition date is not available.
(Includes Property, Plant and Equipment)
BRIEF DESCRIPTION (First Report Only): Fixed assets include the Company's property, equipment and pipe used for salt water disposal and delivery of fresh water.
Fixed Asset Reconciliation:


Fixed Asset Book Value at Beginning of Month (a) (b)
$
4,155,445

Minus: Depreciation Expense
$
(59,693
)
Plus: New Purchases
$

Plus/Minus: Adjustments or Write-downs *
$

Ending Monthly Balance
$
4,095,752


*For any adjustments or write-downs, provide explanation and supporting documentation, if applicable. N/A
BRIEF DESCRIPTION OF FIXED ASSETS PURCHASED OR DISPOSED OF DURING THE REPORTING PERIOD: N/A
(a)This number is carried forward from last month’s report. For the first report only, this number will be the balance as of the petition date.
(b)Fair Market Value is the amount at which fixed assets could be sold under current economic conditions. Book Value is the cost of the fixed assets minus accumulated depreciation and other adjustments.

MOR-7



ATTACHMENT 4A

MONTHLY SUMMARY OF BANK ACTIVITY - OPERATING ACCOUNT

Name of Debtor: Endeavor Pipeline Inc. Case Number: 13-11458

Reporting Period beginning May 1, 2013 Period ending May 31, 2013

Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity (See Exhibit III). A standard bank reconciliation form can be found at http://www.justice.gov/ust/r20/index.htm. If bank accounts other than the three required by the United States Trustee Program are necessary, permission must be obtained from the United States Trustee prior to opening the accounts. Additionally, use of less than the three required bank accounts must be approved by the United States Trustee.
Name of Bank:
Capital One Bank
Branch:
N/A
Account Name:
EPL Operating Account
Account Number:
XXXXXX7615

PURPOSE OF ACCOUNT: OPERATING

Ending Balance per Bank Statement
$4,781,509
Plus: Total Amount of Outstanding Deposits
Minus: Total Amount of Outstanding Checks and Other Debits *
Minus Service Charges
Ending Balance per Check Register **(a)
$4,781,509

*Debit cards are used by: N/A

**If Closing Balance is negative, provide explanation: N/A

The following disbursements were paid in Cash (do not includes items reported as Petty Cash on Attachment 4D: ( o Check here if cash disbursements were authorized by United States Trustee)

Date Amount Payee Purpose Reason for Cash Disbursement

N/A - No disbursements were paid in Cash

TRANSFERS BETWEEN DEBTOR IN POSSESSION ACCOUNTS
“Total Amount of Outstanding Checks and other debits”, listed above, includes:


$____N/A________Transferred to Payroll Account
$____N/A________Transferred to Tax Account



(a) The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

MOR-8



ATTACHMENT 5A

CHECK REGISTER - OPERATING ACCOUNT


Name of Debtor: Endeavor Pipeline Inc. Case Number: 13-11458

Reporting Period beginning May 1, 2013 Period ending May 31, 2013

NAME OF BANK: Capital One Bank BRANCH: N/A

ACCOUNT NAME: EPL Operating Account

ACCOUNT NUMBER: XXXXXXX7615

PURPOSE OF ACCOUNT: OPERATING

Account for all disbursements, including voids, lost checks, stop payments, etc. In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.

CHECK
DATE     NUMBER     PAYEE         PURPOSE            AMOUNT
See Exhibit II
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

TOTAL
$

        

MOR-9



ATTACHMENT 4B

MONTHLY SUMMARY OF BANK ACTIVITY - PAYROLL ACCOUNT

Name of Debtor: Endeavor Pipeline Inc. Case Number: 13-11458

Reporting Period beginning May 1, 2013 Period ending May 31, 2013

Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity. A standard bank reconciliation form can be found at http://www.justice.gov/ust/r20/index.htm.

Note: The Company uses a payroll service (Paylocity) to provide payroll and does not have a separate payroll account. Total bi-weekly payroll amounts for the Company are drafted from the operating account by the payroll service and those withdrawals are included in the disbursements section of the Company's operating account.

NAME OF BANK: N/A BRANCH: N/A

ACCOUNT NAME: N/A ACCOUNT NUMBER: N/A
PURPOSE OF ACCOUNT: PAYROLL

Ending Balance per Bank Statement                $ N/A
Plus Total Amount of Outstanding Deposits
$ N/A
Minus Total Amount of Outstanding Checks and other debits
$ N/A *
Minus Service Charges
$ N/A
Ending Balance per Check Register                $ N/A **(a)

*Debit cards must not be issued on this account.

**If Closing Balance is negative, provide explanation: N/A
The following disbursements were paid by Cash: ( o Check here if cash disbursements were authorized by United States Trustee)

Date Amount Payee Purpose Reason for Cash Disbursement
N/A     
    
    
The following non-payroll disbursements were made from this account:

Date Amount Payee Purpose Reason for disbursement from this account
N/A     

(a)The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).        

                                            






MOR-10



ATTACHMENT 5B

CHECK REGISTER - PAYROLL ACCOUNT


Name of Debtor: Endeavor Pipeline Inc.     Case Number: 13-11458

Reporting Period beginning May 1, 2013 Period ending May 31, 2013

Note: The Company uses a payroll service (Paylocity) to service payroll and does not have a separate payroll account. The total funds are drafted from the parent company operating account by the payroll service and those withdrawals are included as an intercompany payable to the parent company.

NAME OF BANK: N/A BRANCH: N/A

ACCOUNT NAME: N/A

ACCOUNT NUMBER: N/A

PURPOSE OF ACCOUNT: PAYROLL

Account for all disbursements, including voids, lost payments, stop payment, etc. In the alternative, a computer generated check register can be attached to this report, provided all the information requested below is included.

CHECK
DATE     NUMBER     PAYEE         PURPOSE             AMOUNT
N/A
         
         
         
         
         
         
         
         
         
         
         
         
         
         

TOTAL
$


MOR-11




ATTACHMENT 4C

MONTHLY SUMMARY OF BANK ACTIVITY - TAX ACCOUNT

Name of Debtor: Endeavor Pipeline Inc. Case Number: 13-11458

Reporting Period beginning May 1, 2013 Period ending May 31, 2013

Attach a copy of current month bank statement and bank reconciliation to this Summary of Bank Activity. A standard bank reconciliation form can be found on the United States Trustee website, http://www.justice.gov/ust/r20/index.htm.

Note: The Company does not have a separate check register related to taxes. Payroll taxes are paid through the operating account. See taxes paid below.

NAME OF BANK: N/A     BRANCH: N/A

ACCOUNT NAME: N/A     ACCOUNT NUMBER: N/A

PURPOSE OF ACCOUNT: TAX

Ending Balance per Bank Statement
$ N/A
Plus Total Amount of Outstanding Deposits        $ N/A
Minus Total Amount of Oustanding Checks and other debits $ N/A *
Minus Service Charges                    $ N/A
Ending Balance per Check Register                    $ N/A **(a)
    
*Debit cards must not be issued on this account.

**If Closing Balance is negative, provide explanation: N/A
                                                                                                                                                                               

The following disbursements were paid by Cash: ( ☐ Check here if cash disbursements were authorized by
United States Trustee)
Date
Amount     Payee     Purpose         Reason for Cash Disbursement
N/A                    
                   
                   

The following non-tax disbursements were made from this account:

Date
Amount     Payee     Purpose        Reason for disbursement from this account
N/A                    
                   
                   

(a)The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as
“Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

MOR-12



ATTACHMENT 5C

CHECK REGISTER - TAX ACCOUNT


Name of Debtor: Endeavor Pipeline Inc.     Case Number: 13-11458

Reporting Period beginning May 1, 2013 Period ending May 31, 2013

Note: The Company does not have a separate check register related to taxes. Payroll taxes are paid through the operating account. See taxes paid below.

NAME OF BANK: N/A BRANCH: N/A

ACCOUNT NAME: N/A ACCOUNT # N/A

PURPOSE OF ACCOUNT: TAX

Account for all disbursements, including voids, lost checks, stop payments, etc. In the alternative, a computer-generated check register can be attached to this report, provided all the information requested below is included.

CHECK
DATE     NUMBER     PAYEE         PURPOSE            AMOUNT
N/A
         
         
         
         
         

TOTAL
(d)
SUMMARY OF TAXES PAID

Payroll Taxes Paid (a)
$33,557
Sales & Use Taxes Paid (b)
$—
Other Taxes Paid (c)
$—
Total (d)
$33,557

(a) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2, Line 5O).
(b) This number is reported in the “Current Month” column of Schedule or Receipts and Disbursements
(Page MOR-2, Line 5P).
(c) This number is reported in the “Current Month” column of Schedule of Receipts and Disbursements
(Page MOR-2, Line 5Q).
(d) These two lines must be equal.


MOR-13



ATTACHMENT 4D

INVESTMENT ACCOUNTS AND PETTY CASH REPORT

INVESTMENT ACCOUNTS

Each savings and investment account, i.e. certificates of deposits, money market accounts, stocks and bonds, etc., should be listed separately. Attach copies of account statements.

Instrument
 
Face Value
 
Purchase Price
 
Date of Purchase
 
Current Market Value
N/A
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total (a)
 
 
 
 
 
 
 
 


PETTY CASH REPORT

The following Petty Cash Drawers/Accounts are maintained:

 
 
(Column 2)
 
(Column 3)
 
(Column 4)
Location of Box/Account
 
Maximum Amount of Cash in Drawer/Acct
 
Amount of Petty Cash on Hand at End of Month
 
Difference between (Column 2) and (Column 3)
N/A
 
 
 
 
 
 
Total (b)
 
 
 
 
 
 


For any Petty Cash Disbursements over $100 per transaction, attach copies of receipts. If there are no receipts, provide an explanation:

N/A

Total Investments Accounts and Petty Cash (a + b) (c)
 
N/A
                    
(c)The total of this line on Attachment 4A, 4B and 4C plus the total of 4D must equal the amount reported as “Ending Balance” on Schedule of Receipts and Disbursements (Page MOR-2, Line 7).

MOR-14



ATTACHMENT 6

MONTHLY TAX REPORT

Name of Debtor: Endeavor Pipeline Inc. Case Number: 13-11458

Reporting Period beginning May 1, 2013 Period ending May 31, 2013

TAXES OWED AND DUE

Report all unpaid post-petition taxes including Federal and State withholding FICA, State sales tax, property tax, unemployment tax, State workmen's compensation, etc.

Name of Taxing Authority

Date Payment Due

Description

Amount

Date Last Tax Return File

Tax Return Period
Harrison Central

1/31/2014

Estimated Ad Valorem Taxes

 Unknown

4/15/2013

Year of 2013
Harrison County

1/31/2014

Estimated Ad Valorem Taxes

 Unknown

4/15/2013

Year of 2013





MOR-15



ATTACHMENT 7

SUMMARY OF OFFICER OR OWNER COMPENSATION

SUMMARY OF PERSONNEL AND INSURANCE COVERAGES

Name of Debtor: Endeavor Pipeline Inc. Case Number: 13-11458

Reporting Period beginning May 1, 2013 Period ending May 31, 2013

Report all forms of compensation received by or paid on behalf of the Officer or Owner during the month. Include car allowances, payments to retirement plans, loan repayments, payments of Officer/Owner’s personal expenses, insurance premium payments, etc. Do not include reimbursement for business expenses Officer or Owner incurred and for which detailed receipts are maintained in the accounting records.

Name of Officer or Owner

Title

Description

Amount Paid
Gilbert Keith Leffel

President Endeavor Pipeline

Salary

$29,062



MOR-16




                                                                                                                                                                                 
PERSONNEL REPORT



Full Time

Part Time
Number of employees at beginning of period

8

Number hired during the period


Number terminated or resigned during the period


Number of employees on payroll at end of period

8


                                                                                                                                                                                 
CONFIRMATION OF INSURANCE

List all policies of insurance in effect, including but not limited to workers' compensation, liability, fire, theft, comprehensive, vehicle, health and life. For the first report, attach a copy of the declaration sheet for each type of insurance. For subsequent reports, attach a certificate of insurance for any policy in which a change occurs during the month (new carrier, increased policy limits, renewal, etc.).


MOR-17



Agent and/or Carrier

Phone Number

Policy Number

Coverage Type

Expiration Date

Premium Due Date
Chubb Group of Insurance Companies (Federal Insurance Company) 15 Mountain View Road Warren NJ 07059

908-903-2000

35,863,507

Insurance policy covering property, general liability, inland marine, pollution, commercial auto and umbrella liability

2/17/2014

N/A, all premiums have been paid in full
Great American Insurance Company 301 E. 4th Street Cincinnati, OH 45202

513-369-5000

IMP847592804

Insurance Policy covering equipment floater on owned pipe

2/17/2014

N/A, all premiums have been paid in full
First Mercury Insurance Company 26600 Telegraph Road Southfield MI 48033

248-358-4010

TXEX000000598201

Insurance policy covering commerical excess liability

2/17/2014

N/A, all premiums have been paid in full
National Union Fire Ins. Co. C/O Chartis 175 Water Street, 9th Floor NY, NY 10038

212-770-7000

17,180,256

Directors and officers liability insurance

2/17/2014

N/A, all premiums have been paid in full
US Speciality Insurance Company 8144 Walnut Hill Lane Dallas TX 75231

713-744-3700

14MGU13A28644

Excess directors and officers liability insurance

2/17/2014

N/A, all premiums have been paid in full
Zurich American Insurance Co. 1400 American Lane Schaumburg, IL 60195

1-800-987-3373

WC9280982

Workers compensation and employers liability

12/22/2013

N/A, all premiums have been paid in full
Travelers Casualty and Surety Company of America One Town Square, Hartford, CT 06183

1-800-842-5075

105,536,833

Crime, fidelity insurance, employment practices & fiduciary liability

12/22/2013

N/A, all premiums have been paid in full
Lincoln National Life Insurance Company 8801 Indian Hills Drive Omaha NE 68114

402-361-7300

403,001,143

Group term life; accidental death & dismemberment and short-term disability

10/31/2013

N/A, all premiums have been paid in full
Vision Services Plan, Inc. Oklahoma

918-398-2600

30,010,641

Employee vision insurance

10/31/2013

N/A, all premiums have been paid in full
BlueCross BlueShield of Oklahoma

1-800-942-5837

Y01585

Group health insurance

10/31/2013

N/A, all premiums have been paid in full
Delta Dental

405-607-2100

939,600,001

Group dental insurance

10/31/2013

N/A, all premiums have been paid in full



The following lapse in insurance coverage occurred this month:

MOR-18




Policy Type
 
Date Lapsed
 
Date Reinstated
 
Reason for Lapse
N/A
 
 
 
 
 
 

Check here if U. S. Trustee has been listed as Certificate Holder for all insurance policies.

    

MOR-19



ATTACHMENT 8


SIGNIFICANT DEVELOPMENTS DURING REPORTING PERIOD

Information to be provided on this page, includes, but is not limited to: (1) financial transactions that are not reported on this report, such as the sale of real estate (attach closing statement); (2) non-financial transactions, such as the substitution of assets or collateral; (3) modifications to loan agreements; (4) change in senior management, etc. Attach any relevant documents.
                                                                                                                                                                                

N/A

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                

                                                                                                                                                                                



We anticipate filing a Plan of Reorganization and Disclosure Statement on or before (see note below) .

Note: The Company is conducting a 363 asset sale. The Asset Purchase Agreement was signed May 15, 2013.



MOR-20

Exhibit I
Endeavor Pipeline Inc.
Balance Sheet



ASSETS
 
 
May 31, 2013
CURRENT ASSETS:
 
Cash and cash equivalents
$
4,781,510

Accounts receivable - interest owners
65,572

Accounts receivable - oil and natural gas revenues
4,139,175

Accounts receivable - intercompany
2,236,997

Prepaid expenses and deposits
1,373

Total current assets
11,224,626

 
 
PROPERTY AND EQUIPMENT, AT COST, NET
4,095,752

 
 
TOTAL ASSETS
$
15,320,378

 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
CURRENT LIABILITIES
 
Accounts payable - Intercompany
$
29,662,494

Other Accrued Expenses
4,273,603

Total current liabilities
33,936,097

 
 
Shareholders' equity
(18,615,719
)
 
 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
15,320,378



MOR-21

Endeavor Pipeline Inc.
Income Statement

 
Month Ending
 
May 31, 2013
 
 
REVENUES
 
Gas Marketing
$
59,726

Salt Water Disposal
18,085

Gathering
1,877

Compression Income
792

TOTAL REVENUES
80,480

 
 
COSTS AND EXPENSES
 
Lease operating
664,112

Transportation and gathering
15,947

Production taxes

Depreciation, depletion and amortization
59,693

Impairment of natural gas and oil properties and other fixed assets

General and administrative
84,600

Total expenses
824,353

 
 
OPERATING INCOME
(743,872
)
 
 
NON-OPERATING INCOME (EXPENSE)
 
Interest expense

Interest and other income

Total non-operating expense

 
 
Income (loss) before income taxes
(743,872
)
 
 
PROVISION (BENEFIT) FOR INCOME TAXES

 
 
NET INCOME (LOSS)
$
(743,872
)



MOR-22

May 2013 Disbursements

Exhibit II

DATE
CHECK NUMBER
PAYEE
PURPOSE
AMOUNT
5/2/2013
WIRE
PAYLOCITY
PAYROLL
$
32,156.12

5/2/2013
WIRE
PAYLOCITY CORP.
TAXES & TRUST
14,038.39

5/8/2013
WIRE
GMX
Intercompany transfer to GMX Resources Inc. ("GMX") for natural gas purchases
857,839.79

5/8/2013
WIRE
GMX
Intercompany transfer to GMX Resources Inc. ("GMX") for natural gas purchases
2,280,813.59

5/16/2013
WIRE
PAYLOCITY
PAYROLL
23,211.30

5/16/2013
WIRE
PAYLOCITY CORP.
TAXES & TRUST
9,901.93

5/30/2013
WIRE
PAYLOCITY
PAYROLL
22,502.36

5/30/2013
WIRE
PAYLOCITY CORP. TAX
TAXES & TRUST
9,616.86

5/31/2013
WIRE
ENDEAVOR GAS GATHERING
Distribution to Endeavor Gathering LLC for services and contractual fees
235,804.54

5/31/2013
WIRE
EDF TRADING NORTH AMERICA
Payment of monthly Volumetric Production Payment
934,045.90

 
 
 
 
 
 
 
 
 
$
4,419,930.78




MOR-23

Bank Reconciliation and Copy of Bank Statement


Exhibit III



ENDEAVOR PIPELINE INC. BANK RECONCILIATION
OPERATING ACCOUNT
 
 
Ending Balance per Bank Statement
$
4,781,509

    Plus: Total Outstanding Deposits

    Less: Total Amounts of Outstanding

                Checks & Other Debits
 
    Less: Service Charges

Ending Balance per Check Register
$
4,781,509



The summary page of the Company's bank statement for the operating account is provided below.



MOR-24

Bank Reconciliation and Copy of Bank Statement


MOR-25