Exhibit 99.1

DEBTOR:	Dakota Plains Holdings, Inc.		MONTHLY OPERATING REPORT
			CHAPTER 11
CASE NUMBER:		16-43711

 

Form 2-A
COVER SHEET

 

For Period Ending 1/31/17

 

Accounting Method:     ☒ Accrual Basis     ☐ Cash Basis

 

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report bearing an original signature, to the U. S. Trustee. A copy of the Report must be  filed with the Clerk of Court. 11 U.S.C. § 704(8)

Report/Document Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	6.	Narrative (Form 2-G)
☒	☐	7.	Bank Statements for All Bank Accounts
☒	☐	8.	Bank Statement Reconciliations for all Bank Accounts

 

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:	2/21/17		Print Name:		Martin J Beskow
			Signature:
			Title:		Chief Financial Officer

 

 

DEBTOR:

Dakota Plains Holdings, Inc.

CASE NO:

16-43711

Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
	For Period:	1/1/17	to	1/31/17

CASH FLOW SUMMARY													Current
													Month			Accumulated
1.	Beginning Cash Balance											$	274,054	(1)	$	378,979	(1)
2.	Cash Receipts
		Operations											10,600			10,600
		Sale of Assets											0			0
		DIP Financing / Advances											200,000			200,000
		Account Funding Transfers											578,457			578,457
		Other											3,051			3,051
		Total Cash Receipts										$	792,108		$	792,108
3.	Cash Disbursements
		Operations											307,022			319,869
		DIP Financing Payments											844			844
		Professional Fees / U.S. Trustee Fees											109,047			109,047
		Account Funding Transfers											174,643			266,721
		Other											0			0
		Total Cash Disbursements										$	591,556		$	696,481
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)											200,552			95,627
5	Ending Cash Balance (to Form 2-C)											$	474,606	(2)	$	474,606	(2)
CASH BALANCE SUMMARY																Book
										Financial Institution						Balance
	Petty Cash									N/A					$	0
	DIP Operating Account									N/A						0
	DIP State Tax Account									N/A						0
	DIP Payroll Account									N/A						0
	Other Operating Account									Bank of America - Operating #8118						460,198
	Other Operating Account									Bank of America - Disbursement - ZBA #6449						0
	Other Operating Account									Wells Fargo - Operating #5118						14,408
	Other Interest-bearing Account									N/A						0
	TOTAL (must agree with Ending Cash Balance above)														$	474,606	(2)

(1)

Accumulated beginning cash balance is the cash available at the commencement of the case.

Current month beginning cash balance should equal the previous month’s ending balance.

Page 1 of 3

(2)

All cash balances should be the same.

 

  

DEBTOR:

Dakota Plains Holdings, Inc.

CASE NO:

16-43711

Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
	For Period:	1/1/17	to	1/31/17

 

CASH RECEIPTS DETAIL		Accounts: #8118, #6449, #5118
(attach additional sheets as necessary)

 

Date			Payer				Description					Amount
1/9/17			UNIMIN Corporation				Monthly rent of land for sand terminal				$	10,600
			Total Operations Cash Receipts								$	10,600
1/31/17			None								$	0
			Total Sale of Assets								$	0
1/12/17			SunTrust Bank				DIP Financing				$	200,000
			Total DIP Financing / Advances								$	200,000
1/13/17			Bank of America				Account Funding Transfer from #8132				$	200,000
Various			Bank of America				Account Funding Transfer from #8071					378,457
			Total Account Funding Receipts								$	578,457
1/3/17			Northwestern Mutual				Benefit Reimbursement				$	151
1/24/17			CBIZ Insurance Services				Insurance Adjustment Reimbursement					2,899
			Total Other Receipts								$	3,051
							Total Cash Receipts				$	792,108	(1)

 

(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1

Page 2 of 3

 

 

DEBTOR:

Dakota Plains Holdings, Inc.

CASE NO:

16-43711

Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
	For Period:	1/1/17	to	1/31/17

 

CASH DISBURSEMENTS DETAIL		Accounts: #8118, #6449, #5118
(attach additional sheets as necessary)

 

Date

Check No.

Payee

Description (Purpose)

Amount

1/3/17

1754

Boatworks II, LLC

Rent

$

13,013

1/3/17

ACH

Intuit Payroll

Payroll (Bi-weekly)

862

1/3/17

ACH

Health Partners

Employee Benefits

1,946

1/3/17

ACH

IRS

Payroll Taxes

3,373

1/3/17

Wire

Stone Phillips LLC

Director Fees

10,000

1/3/17

Wire

Applied Business Strategy LLC

Director Fees

10,000

1/6/17

ACH

ND Dept. of Human Services

Child Support Withholding

485

1/6/17

ACH

Northwestern Mutual

Employee Benefits

1,424

1/11/17

ACH

Wells Fargo

Bank Fees

499

1/12/17

Wire

Corporation Service Company

Consulting

427

1/12/17

ACH

Intuit Payroll

Payroll (Bi-weekly)

31,102

1/12/17

ACH

Intuit Payroll

Payroll (Monthly)

75,113

1/13/17

ACH

Integra Telecommunications

Telephone

296

1/13/17

ACH

IRS

Payroll Taxes

12,816

1/13/17

ACH

IRS

Payroll Taxes

40,497

1/17/17

ACH

Bank of America

Bank Fees

1,445

1/17/17

ACH

IRS

Payroll Taxes

553

1/17/17

ACH

MN Department of Revenue

Payroll Taxes

3,899

1/17/17

1757

Blue Cross Blue Shield of MN

Employee Benefits

16,956

1/18/17

1755

Goldleaf Partners

Employee Benefits

495

1/19/17

1756

Interwest Transfer Co.

Investor Relations

325

1/20/17

ACH

AFPI Inc.

Investor Relations

205

1/20/17

Wire

Merrill Communications LLC

DataSite

96

1/20/17

ACH

ND Dept. of Human Services

Child Support Withholding

485

1/20/17

Wire

Stone Phillips LLC

Director Expense Reimbursement

1,373

1/23/17

ACH

Mediacom

Internet/Media

441

1/23/17

#

1767

Delta Dental of MN

Employee Benefits

397

1/24/17

1766

Alerus Retirment & Benefits

Employee Benefits

116

1/26/17

Wire

The Nasdaq OMX Group Inc.

Investor Relations

1,930

1/26/17

Wire

Stone Phillips LLC

Director Expense Reimbursement

1,930

1/26/17

ACH

Intuit Payroll

Payroll (Bi-weekly)

35,762

1/26/17

1770

Gary Hagen

Employee Expense Reimbursement

287

1/27/17

ACH

IRS

Payroll Taxes

15,269

1/27/17

1768

BHG, Inc.

Dues & Subscriptions

48

1/31/17

ACH

Health Partners

Employee Benefits

2,117

1/31/17

ACH

Merrill Lynch

401k Employee Contribution

21,044

Total Operations Cash Disbursements

$

307,022

 

 

DEBTOR:

Dakota Plains Holdings, Inc.

CASE NO:

16-43711

Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
	For Period:	1/1/17	to	1/31/17

 

CASH DISBURSEMENTS DETAIL		Accounts: #8118, #6449, #5118
(attach additional sheets as necessary)

 

Date		Check No.		Payee				Description (Purpose)							Amount
1/31/17		Wire		SunTrust Bank										$	844
				Total DIP Financing Payments										$	844
1/20/17		Wire		Canaccord Genuity				Debtor’s Financial Advisor						$	35,000
1/20/17		Wire		Moore and Van Allen PLLC				Senior Secured Lender Counsel							71,122
1/24/17		1758		U.S. Trustee				Quarterly Fee							325
1/24/17		1759		U.S. Trustee				Quarterly Fee							975
1/24/17		1760		U.S. Trustee				Quarterly Fee							325
1/24/17		1761		U.S. Trustee				Quarterly Fee							325
1/24/17		1762		U.S. Trustee				Quarterly Fee							325
1/24/17		1763		U.S. Trustee				Quarterly Fee							325
1/24/17		1764		U.S. Trustee				Quarterly Fee							325
				Total Professional Fees / U.S. Trustee Fees										$	109,047
Various		Transfer		Bank of America				Account Funding Transfer to #8071						$	174,643
				Total Account Funding Transfers										$	174,643
1/31/17				None										$	0
				Total Other Cash Disbursements										$	0
								Total Cash Disbursements						$	591,556	(1)

 

(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1

Page 3 of 3

 

 

DEBTOR:

Dakota Plains Holdings, Inc.

CASE NO:

16-43711

 

Form 2-C COMPARATIVE BALANCE SHEET
	For Period Ended:		1/31/17

 

														Current			Petition
ASSETS														Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)												$	474,606		$	378,979
	Accounts Receivable (from Form 2-E)													9,648			9,648
	Receivable from Officers, Employees, Affiliates													0			0
	Inventory													0			0
	Other Current Assets :(List)					Prepaid Insurance								435,540			460,426
						Prepaid Expense								157,768			198,361
		Total Current Assets											$	1,077,562		$	1,047,414
Fixed Assets:
	Land												$	629,789		$	521,415
	Building													455,465			377,089
	Equipment, Furniture and Fixtures													71,201			58,949
		Total Fixed Assets												1,156,455			957,453
	Less:  Accumulated Depreciation												(	193,742	)	(	193,742)
		Net Fixed Assets											$	962,713		$	763,711
	Other Assets (List):					Finance Costs, Net								1,367,768			1,367,768
						Deposits								12,500			12,500
		TOTAL ASSETS											$	3,420,542		$	3,191,393
LIABILITIES
	Post-petition Accounts Payable (from Form 2-E)												$	5,372		$	0
	Post-petition Accrued Profesional Fees (from Form 2-E)													16,917			0
	Post-petition Taxes Payable (from Form 2-E)													21,806			0
	Post-petition Notes Payable													200,000			0
	Other Post-petition Payable(List):													0			0
														0			0
		Total Post Petition Liabilities											$	244,095		$	0
Pre Petition Liabilities:
	Secured Debt - SunTrust													63,193,377			63,193,377
	Priority Debt													0			0
	Secured Debt - Petroleum Transport Solutions LLC													11,627,608			11,627,608
	Unsecured Debt													586,036			565,328
		Total Pre Petition Liabilities											$	75,407,021		$	75,386,313
		TOTAL LIABILITIES											$	75,651,116		$	75,386,313
OWNERS’ EQUITY
	Owner’s/Stockholder’s Equity												$	54,892		$	54,892
	Retained Earnings - Prepetition													(71,954,036)			(72,249,812)
	Retained Earnings - Post-petition													(331,430)			0
		TOTAL OWNERS’ EQUITY											$	(72,230,574)		$	(72,194,920)
		TOTAL LIABILITIES AND OWNERS’ EQUITY											$	3,420,542		$	3,191,393

 

(1)

Petition date values are taken from the Debtor’s balance sheet as of the petition date or are the values listed on the Debtor’s schedules.

Page 1 of 1

 

 

DEBTOR:

Dakota Plains Holdings, Inc.

CASE NO:

16-43711

Form 2-D
PROFIT AND LOSS STATEMENT
	For Period:	1/1/17	to	1/31/17

 

											Current				Accumulated
											Month				Total (1)
Gross Operating Revenue										$	10,600			$	10,600
Less:  Discounts, Returns and Allowances										(	0	)		(	0	)
		Net Operating Revenue								$	10,600			$	10,600
Cost of Goods Sold											0				0
		Gross Profit								$	10,600			$	10,600
Operating Expenses
	Officer Compensation									$	72,167			$	90,678
	Selling, General and Administrative										404,461				431,879
	Rents and Leases										13,013				17,630
	Depreciation, Depletion and Amortization										0				0
	Other (list):										0				0
											0				0
	Total Operating Expenses									$	489,641			$	540,187
		Operating Income (Loss)								$	(479,041)			$	(529,587)
Non-Operating Income and Expenses
	Other Non-Operating Expenses									$	0			$	0
	Gains (Losses) on Sale of Assets										0				0
	Interest Income										0				0
	Interest Expense										(844)				(844)
	Other Non-Operating Income										199,002				199,002
	Net Non-Operating Income or (Expenses)									$	198,157			$	198,157
Reorganization Expenses
	Legal and Professional Fees									$	0			$	0
	Other Reorganization Expense										0				0
	Total Reorganization Expenses									$	0			$	0
		Net Income (Loss) Before Income Taxes								$	(280,884)			$	(331,430)
Federal and State Income Tax Expense (Benefit)											0				0
		NET INCOME (LOSS)								$	(280,884)			$	(331,430)

 

(1)  Accumulated Totals include all revenue and expenses since the petition date.

Page 1 of 1

 

 

DEBTOR:

Dakota Plains Holdings, Inc.

CASE NO:

16-43711

Form 2-E
SUPPORTING SCHEDULES
	For Period:	1/1/17	to	1/31/17

 

	POST PETITION TAXES PAYABLE SCHEDULE
					Beginning		Amount		Amount		Date		Check		Ending
					Balance (1)		Accrued		Paid		Paid		Number		Balance
Income Tax Withheld:
	Federal			$	3,373	$	0	$	3,373					$	0
	State				4,980		1,788		0						6,768
FICA Tax Withheld					0		0		0						0
Employer’s FICA Tax					0		0		0						0
Unemployment Tax
	Federal				84		959		0						1,043
	State				544		13,451		0						13,996
Sales, Use &
	Excise Taxes				0		0		0						0
Property Taxes					0		0		0						0
Accrued Income Tax:
	Federal				0		0		0						0
	State				0		0		0						0
	Other:				0		0		0						0
TOTALS				$	8,981	$	16,198	$	3,373					$	21,806

 

(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.

 

INSURANCE SCHEDULE

Premium

Carrier

Amount of

Expiration

Paid

Coverage

Date

Through

Workers’ Compensation

Various

$

12,500,000

3/23/17

2/28/17

General Liability

Various

$

50,000,000

7/30/17

2/28/17

Property (Fire, Theft)

Various

$

46,413,035

12/10/17

2/28/17

Vehicle

Security National

$

1,000,000

12/10/17

2/28/17

Pollution

Berkley-Nautilus

$

10,000,000

5/11/17

2/28/17

D&O

Various

$

20,000,000

3/23/20

3/23/20

 

Page 1 of 2

  

 

DEBTOR:

Dakota Plains Holdings, Inc.

CASE NO:

16-43711

Form 2-E
SUPPORTING SCHEDULES
	For Period:	1/1/17	to	1/31/17

 

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
											Accounts				Post Petition
Due											Receivable				Accounts Payable
Under 30 days										$	0			$	4,278
30 to 60 days											0				1,094
61 to 90 days											0				0
91 to 120 days											0				0
Over 120 days											0				0
Total Post Petition											0
Pre Petition Amounts											9,648
Total Accounts Receivable										$	9,648
Less:  Bad Debt Reserve											0
Net Accounts Receivable (to Form 2-C)										$	9,648
											Total Post Petition
											Accounts Payable			$	5,372

 

* Attach a detail listing of accounts receivable and post-petition accounts payable

 

SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
					Month-end		Current		Paid in
					Retainer		Month’s		Current		Date of				Month-end
					Balance		Accrual		Month		Court Approval				Balance Due *
Debtor’s Counsel				$	110,000	$	200,000	$	35,000					$	16,917
Senior Secured Lender
	Counsel				0		0		71,122						0
Counsel for Unsecured
	Creditors’ Committee				0		0		0						0
Trustee’s Counsel					0		0		0						0
Accountant					0		0		0						0
Other:					0		0		2,925						0
Total				$	110,000	$	200,000	$	109,047					$	16,917

*Balance due to include fees and expenses incurred but not yet paid.

 

SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**

Payee Name

Position

Nature of Payment

Amount

Gabriel Claypool

President, CEO & COO

Monthly Salary

$

29,167

Martin Beskow

CFO

Monthly Salary

23,000

Anna Phillips

Director

Director Fee

10,000

Tom Pratt

Director

Director Fee

10,000

Anna Phillips

Director

Expense Reimbursement

3,303

 

** List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner,  partner, shareholder, officer or director.

Page 2 of 2

 

 

DAKP AP Aging (Post-Petition)
Vendor	Under 30 Days	30 to 60 Days	61 to 90 Days	91 to 120 Days	Over 120 Days	Total
AFPI	2,100.00					2,100.00
Corporation Services Company	71.20					71.20
FedEx	45.50					45.50
Interwest	325.00					325.00
Northwestern Mutual	1,423.99					1,423.99
West Unified Communications	312.40					312.40
AIS		1,093.91				1,093.91
Total	4,278.09	1,093.91	0.00	0.00	0.00	5,372.00

 

 

DEBTOR:

Dakota Plains Holdings, Inc.

CASE NO:

16-43711

 

Form 2-F QUARTERLY FEE SUMMARY *
	For the Month Ended:		1/31/17

 

					Cash		Quarterly				Date
Month		Year			Disbursements **		Fee Due		Check No.		Paid
January		2017		$	416,913	(1)
February		2017			0
March		2017			0
	TOTAL 1st Quarter			$	416,913	$
April		2017		$	0
May		2017			0
June		2017			0
	TOTAL 2nd Quarter			$	0	$
July		2017		$	0
August		2017			0
September		2017			0
	TOTAL 3rd Quarter			$	0	$
October		2017		$	0
November		2017			0
December		2017			0
	TOTAL 4th Quarter			$	0	$

 

(1) Excludes “Account Funding Transfers” from line 3, Form 2-B since these are included in Disbursements of subsidiary.

 

FEE SCHEDULE
Quarterly Disbursements				Fee			Quarterly Disbursements				Fee
$0 to $14,999				$325			$1,000,000 to $1,999,999				$6,500
$15,000 to $74,999				$650			$2,000,000 to $2,999,999				$9,750
$75,000 to $149,999				$975			$3,000,000 to $4,999,999				$10,400
$150,000 to $224,999				$1,625			$5,000,000 to $14,999,999				$13,000
$225,000 to $299,999				$1,950			$15,000,000 to $29,999,999				$20,000
$300,000 to $999,999				$4,875			$30,000,000 or more				$30,000

 

*	This summary is to reflect the current calendar year’s information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
											Page 1 of 1

 

  

DEBTOR:

Dakota Plains Holdings, Inc.

CASE NO:

16-43711

 

Form 2-G NARRATIVE
	For Period Ending		1/31/17

 

Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.
There are no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no unusual or non-recurring accounting transactions that are reported in the financial statements. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date.

 

Page 1 of 1

 

 

DEBTOR:	Dakota Petroleum Transport Solutions, LLC		MONTHLY OPERATING REPORT
			CHAPTER 11
CASE NUMBER:		16-43718

 

Form 2-A
COVER SHEET

 

For Period Ending 1/31/17

 

Accounting Method:     ☒ Accrual Basis     ☐ Cash Basis

 

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report bearing an original signature, to the U. S. Trustee. A copy of the Report must be  filed with the Clerk of Court. 11 U.S.C. § 704(8)

Report/Document Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	6.	Narrative (Form 2-G)
☒	☐	7.	Bank Statements for All Bank Accounts
☒	☐	8.	Bank Statement Reconciliations for all Bank Accounts

 

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:	2/21/17		Print Name:		Martin J Beskow
			Signature:
			Title:		Chief Financial Officer

 

 

DEBTOR:

Dakota Petroleum Transport Solutions, LLC

CASE NO:

16-43718

 

Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
	For Period:	1/1/17	to	1/31/17

 

CASH FLOW SUMMARY													Current
													Month			Accumulated
1.	Beginning Cash Balance											$	0	(1)	$	0	(1)
2.	Cash Receipts
		Operations											374,964			374,964
		Sale of Assets											0			0
		DIP Financing / Advances											0			0
		Account Funding Transfers											174,643			266,721
		Other											3,493			3,493
		Total Cash Receipts										$	553,101		$	645,179
3.	Cash Disbursements
		Operations											174,643			266,721
		DIP Financing Payments											0			0
		Professional Fees / U.S. Trustee Fees											0			0
		Account Funding Transfers											378,457			378,457
		Other											0			0
		Total Cash Disbursements										$	553,101		$	645,179
4.	Net Cash Flow (Total Cash Receipts less Total Cash Disbursements)												0			0
5	Ending Cash Balance (to Form 2-C)											$	0	(2)	$	0	(2)
CASH BALANCE SUMMARY																Book
								Financial Institution								Balance
	Petty Cash							N/A							$	0
	DIP Operating Account							N/A								0
	DIP State Tax Account							N/A								0
	DIP Payroll Account							N/A								0
	Other Operating Account							Bank of America - Disbursement - ZBA #8071								0
	Other Interest-bearing Account							N/A								0
	TOTAL (must agree with Ending Cash Balance above)														$	0	(2)

 

(1) Accumulated beginning cash balance is the cash available at the commencement of the case.
	Current month beginning cash balance should equal the previous month’s ending balance.	Page 1 of 3
(2) All cash balances should be the same.

 

 

DEBTOR:

Dakota Petroleum Transport Solutions, LLC

CASE NO:

16-43718

 

Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
	For Period:	1/1/17	to	1/31/17

  

CASH RECEIPTS DETAIL							Account: #8071
(attach additional sheets as necessary)
	Date			Payer				Description					Amount
	1/19/17			US Oil				Ancillary Fees				$	59
	1/20/17			Global Companies				Railcar Storage Fees					22,000
	1/20/17			US Oil				Crude Oil Transloading Fees					160,813
	1/20/17			Murex				Ancillary Fees					2,292
	1/20/17			Murex				Crude Oil Transloading Fees					189,801
				Total Operations Cash Receipts								$	374,964
	1/31/17			None								$	0
				Total Sale of Assets								$	0
	1/31/17			None								$	0
				Total DIP Financing / Advances								$	0
	Various			Bank of America				Account Funding Transfer from #8118				$	174,643
				Total Account Funding Receipts								$	174,643
	1/24/17			John Crane, Inc.				Supply Invoice Reimbursement				$	3,493
				Total Other Receipts								$	3,493
								Total Cash Receipts				$	553,101	(1)

(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1

Page 2 of 3

 

 

DEBTOR:

Dakota Petroleum Transport Solutions, LLC

CASE NO:

16-43718

 

Form 2-B
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
	For Period:	1/1/17	to	1/31/17

 

CASH DISBURSEMENTS DETAIL

Account: #8071

(attach additional sheets as necessary)

Date

Check No.

Payee

Description (Purpose)

Amount

1/4/17

1754

Blue Cross Blue Shield of ND

Employee Benefits

$

6,024

1/5/17

ACH

Prairie Meadows

Employee Rent

1,275

1/10/17

Wire

First Insurance Funding

Insurance

19,399

1/11/17

Wire

First Insurance Funding

Insurance

8,008

1/12/17

Wire

Butler Machinery Company

Supplies

480

1/12/17

Wire

Northern Plains Rail Services

Signal Inspection

3,550

1/12/17

Wire

Dearman Systems, Inc.

Software License

5,150

1/17/17

ACH

Reservation Telephone

Telephone

550

1/17/17

ACH

Ally Auto

Auto Loan

684

1/17/17

ACH

United Quality Cooperative

Utilities

2,477

1/17/17

1758

Big John Portable Toilets

Equipment Rental

1,302

1/17/17

1760

Culligan Water Conditioning

Office Expense

201

1/18/17

1759

Hughes Network Systems

Internet/Media

115

1/19/17

1755

Border States Electric Supply

Supplies (Deposit)

5,000

1/19/17

1756

Border States Electric Supply

Supplies

1,485

1/19/17

1757

Border States Electric Supply

Supplies

3,803

1/20/17

Wire

Butler Machinery Company

Supplies

937

1/20/17

Wire

AmSpec LLC

Crude Oil Analysis

1,837

1/20/17

Wire

Salco Products, Inc.

Supplies

5,780

1/23/17

1762

Verizon Wireless

Telephone

263

1/24/17

1763

Acme Tools

Supplies

47

1/25/17

1764

ND Dept. of Transportation

Auto Expense

142

1/26/17

1761

United Quality Cooperative

Utilities (Deposit)

1,750

1/27/17

ACH

Mountrail Williams Electric

Utilities

7,350

1/30/17

Wire

First Insurance Funding

Insurance

88,753

1/31/17

1765

Blue Cross Blue Shield of ND

Employee Benefits

7,061

1/31/17

1766

James Tate

Employee Expense Reimbursement

1,218

Total Operations Cash Disbursements

$

174,643

12/31/16

None

$

0

Total DIP Financing Payments

$

0

12/31/16

None

$

0

Total Professional Fees / U.S. Trustee Fees

$

0

Various

Transfer

Bank of America

Account Funding Transfer to #8118

$

378,457

Total Account Funding Transfers

$

378,457

12/31/16

None

$

0

Total Other Cash Disbursements

$

0

Total Cash Disbursements

$

553,101

(1)

(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1

Page 3 of 3

 

 

DEBTOR:

Dakota Petroleum Transport Solutions, LLC

CASE NO:

16-43718

 

Form 2-C
COMPARATIVE BALANCE SHEET
	For Period Ended:	1/1/17

						Current			Petition
						Month			Date (1)
ASSETS
Current Assets:
Cash (from Form 2-B, line 5)					$	0		$	0
Accounts Receivable (from Form 2-E)						5,830,256			5,395,679
Receivable from Officers, Employees, Affiliates						0			0
Inventory						0			0
Other Current Assets :(List)	Prepaid Insurance					234,078			174,811
	Prepaid Expense					21,014			10,491
Total Current Assets					$	6,085,348		$	5,580,981
Fixed Assets:
Land					$	0		$	0
Building						4,925,129			4,077,616
Equipment, Furniture and Fixtures						7,284,343			6,030,858
Total Fixed Assets						12,209,472			10,108,474
Less:  Accumulated Depreciation					(	2,322,185	)	(	2,322,185	)
Net Fixed Assets					$	9,887,287		$	7,786,289
Other Assets (List):	Other Long-Term Assets					729,623			729,623
						0			0
TOTAL ASSETS					$	16,702,258		$	14,096,893
LIABILITIES
Post-petition Accounts Payable (from Form 2-E)					$	13,786		$	0
Post-petition Accrued Profesional Fees (from Form 2-E)						0			0
Post-petition Taxes Payable (from Form 2-E)						0			0
Post-petition Notes Payable						0			0
Other Post-petition Payable(List):	Accrued Salaries					32,509			0
	Accrued Expenses					19,116			0
Total Post Petition Liabilities					$	65,411		$	0
Pre Petition Liabilities:
Secured Debt						0			0
Priority Debt - Property Tax						579,476			437,754
Secured Debt - Notes Payable Vehicles						167,673			173,174
Unsecured Debt						71,097			32,802
Total Pre Petition Liabilities					$	818,246		$	643,730
TOTAL LIABILITIES					$	883,657		$	643,730
OWNERS’ EQUITY
Owner’s/Stockholder’s Equity					$	0		$	0
Retained Earnings - Prepetition						13,446,818			13,453,163
Retained Earnings - Post-petition						2,371,783			0
TOTAL OWNERS’ EQUITY					$	15,818,601		$	13,453,163
TOTAL LIABILITIES AND OWNERS’ EQUITY					$	16,702,258		$	14,096,893

 

(1)  Petition date values are taken from the Debtor’s balance sheet as of the petition date or are the values listed on the Debtor’s schedules.

Page 1 of 1

  

 

DEBTOR:

Dakota Petroleum Transport Solutions, LLC

CASE NO:

16-43718

											Current						Accumulated
											Month						Total (1)
Gross Operating Revenue										$	426,346					$	798,960
Less:  Discounts, Returns and Allowances										(	0	)				(	0	)
		Net Operating Revenue								$	426,346					$	798,960
Cost of Goods Sold											216,812						305,399
		Gross Profit								$	209,534					$	493,560
Operating Expenses
	Officer Compensation									$	0					$	0
	Selling, General and Administrative										141,405						222,389
	Rents and Leases										0						0
	Depreciation, Depletion and Amortization										0						0
	Other (list):										0						0
											0						0
	Total Operating Expenses									$	141,405					$	222,389
		Operating Income (Loss)								$	68,129					$	271,171
Non-Operating Income and Expenses
	Other Non-Operating Expenses									$	0					$	0
	Gains (Losses) on Sale of Assets										0						0
	Interest Income										0						0
	Interest Expense										(88	)					(386	)
	Other Non-Operating Income										2,100,998						2,100,998
	Net Non-Operating Income or (Expenses)									$	2,100,910					$	2,100,612
Reorganization Expenses
	Legal and Professional Fees									$	0					$	0
	Other Reorganization Expense										0						0
	Total Reorganization Expenses									$	0					$	0
		Net Income (Loss) Before Income Taxes								$	2,169,040					$	2,371,783
Federal and State Income Tax Expense (Benefit)											0						0
		NET INCOME (LOSS)								$	2,169,040					$	2,371,783
(1)  Accumulated Totals include all revenue and expenses since the petition date.																	Page 1 of 1

  

 

DEBTOR:

Dakota Petroleum Transport Solutions, LLC

CASE NO:

16-43718

 

Form 2-E
SUPPORTING SCHEDULES
	For Period:	1/1/17	to	1/31/17

	POST PETITION TAXES PAYABLE SCHEDULE
					Beginning		Amount		Amount		Date		Check		Ending
					Balance (1)		Accrued		Paid		Paid		Number		Balance
Income Tax Withheld:
	Federal			$	0	$	0	$	0					$	0
	State				0		0		0						0
FICA Tax Withheld					0		0		0						0
Employer’s FICA Tax					0		0		0						0
Unemployment Tax
	Federal				0		0		0						0
	State				0		0		0						0
Sales, Use &
	Excise Taxes				0		0		0						0
Property Taxes					0		0		0						0
Accrued Income Tax:
	Federal				0		0		0						0
	State				0		0		0						0
	Other:				0		0		0						0
TOTALS				$	0	$	0	$	0					$	0
(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.
	INSURANCE SCHEDULE
															Premium
					Carrier						Amount of		Expiration		Paid
											Coverage		Date		Through
Workers’ Compensation							Various			$	12,500,000		3/23/17		2/28/17
General Liability							Various			$	50,000,000		7/30/17		2/28/17
Property (Fire, Theft)							Various			$	46,413,035		12/10/17		2/28/17
Vehicle							Security National			$	1,000,000		12/10/17		2/28/17
Pollution							Berkley-Nautilus			$	10,000,000		5/11/17		2/28/17
D&O							Various			$	20,000,000		3/23/20		3/23/20
															Page 1 of 2

 

 

DEBTOR:

Dakota Petroleum Transport Solutions, LLC

CASE NO:

16-43718

 

Form 2-E
SUPPORTING SCHEDULES
	For Period:	1/1/17	to	1/31/17

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
											Accounts				Post Petition
Due											Receivable				Accounts Payable
Under 30 days										$	428,414			$	13,786
30 to 60 days											6,163				0
61 to 90 days											0				0
91 to 120 days											0				0
Over 120 days											0				0
Total Post Petition											434,577
Pre Petition Amounts											5,482,232
Total Accounts Receivable										$	5,916,809
Less:  Bad Debt Reserve											(86,553)
Net Accounts Receivable (to Form 2-C)										$	5,830,256
											Total Post Petition
											Accounts Payable			$	13,786
* Attach a detail listing of accounts receivable and post-petition accounts payable
SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
					Month-end		Current		Paid in
					Retainer		Month’s		Current		Date of				Month-end
					Balance		Accrual		Month		Court Approval				Balance Due *
Debtor’s Counsel				$	0	$	0	$	0					$	0
Senior Secured Lender
	Counsel				0		0		0						0
Counsel for Unsecured
	Creditors’ Committee				0		0		0						0
Trustee’s Counsel					0		0		0						0
Accountant					0		0		0						0
Other:					0		0		0						0
Total				$	0	$	0	$	0					$	0
*Balance due to include fees and expenses incurred but not yet paid.
SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**
Payee Name					Position				Nature of Payment					Amount
														$
**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner,
partner, shareholder, officer or director.															Page 2 of 2

 

 

DPTS, LLC AR Aging (Post-Petition)
	Under 30 days	30 to 60 days	61 to 90 days	91 to 120 days	Over 120 days	Total
4 Customers	428,414					428,414
1 Customer		6,163				6,163
Total	428,414	6,163	0	0	0	434,577
DPTS, LLC AR Aging (Pre-Petition)
	Under 30 days	30 to 60 days	61 to 90 days	91 to 120 days	Over 120 days	Total
2 Customers					5,482,232	5,482,232
Bad Debt Reserve					(86,553)	(86,553)
Total	0	0	0	0	5,395,679	5,395,679

 

 

DPTS AP Aging (Post-Petition)
Vendor	Under 30 Days	30 to 60 Days	61 to 90 Days	91 to 120 Days	Over 120 Days	Total
AmSpec	3,142					3,142
Big John	1,302					1,302
Border States	238					238
Culligan	131					131
Hughes	115					115
Rensch	344					344
Salco	3,419					3,419
United Quality	5,095					5,095
Total	13,786	0	0	0	0	13,786

 

 

DEBTOR:			Dakota Petroleum Transport Solutions, LLC						CASE NO:		16-43718
Form 2-F
QUARTERLY FEE SUMMARY *
					For the Month Ended:		1/31/17
					Cash		Quarterly				Date
Month		Year			Disbursements **		Fee Due		Check No.		Paid
January		2016		$	174,643	(1)
February		2016			0
March		2016			0
	TOTAL 1st Quarter			$	174,643	$
April		2016		$	0
May		2016			0
June		2016			0
	TOTAL 2nd Quarter			$	0	$
July		2016		$	0
August		2016			0
September		2016			0
	TOTAL 3rd Quarter			$	0	$
October		2016		$	0
November		2016			0
December		2016			0
	TOTAL 4th Quarter			$	0	$
(1) Excludes “Account Funding Transfers” from line 3, Form 2-B since these are included in Disbursements of entities.
FEE SCHEDULE
Quarterly Disbursements				Fee			Quarterly Disbursements				Fee
$0 to $14,999				$325			$1,000,000 to $1,999,999				$6,500
$15,000 to $74,999				$650			$2,000,000 to $2,999,999				$9,750
$75,000 to $149,999				$975			$3,000,000 to $4,999,999				$10,400
$150,000 to $224,999				$1,625			$5,000,000 to $14,999,999				$13,000
$225,000 to $299,999				$1,950			$15,000,000 to $29,999,999				$20,000
$300,000 to $999,999				$4,875			$30,000,000 or more				$30,000
*	This summary is to reflect the current calendar year’s information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
											Page 1 of 1

 

 

DEBTOR:	Dakota Petroleum Transport Solutions, LLC						CASE NO:	16-43718
				Form 2-G
				NARRATIVE
				For Period Ending		1/31/17
Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors,  or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.
Dakota Petroleum Transport Solutions, LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the “Parent Company”).  The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company.  There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.

 

Page 1 of 1

 

 

DEBTOR:	DPTS Sand, LLC		MONTHLY OPERATING REPORT
			CHAPTER 11
CASE NUMBER:		16-43721

 

Form 2-A
COVER SHEET

 

For Period Ending 1/31/17

 

Accounting Method:     ☒ Accrual Basis     ☐ Cash Basis

 

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report bearing an original signature, to the U. S. Trustee. A copy of the Report must be  filed with the Clerk of Court. 11 U.S.C. § 704(8)

Report/Document Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	6.	Narrative (Form 2-G)
☒	☐	7.	Bank Statements for All Bank Accounts
☒	☐	8.	Bank Statement Reconciliations for all Bank Accounts

 

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:	2/21/17		Print Name:		Martin J Beskow
			Signature:
			Title:		Chief Financial Officer

 

 

DEBTOR:

DPTS Sand, LLC

CASE NO:

16-43721

 

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:   1/1/17  to  1/31/17  

CASH FLOW SUMMARY													Current
													Month			Accumulated
1.	Beginning Cash Balance											$	1,629	(1)	$	1,629	(1)
2.	Cash Receipts
		Operations											300,220			300,220
		Sale of Assets											0			0
		DIP Financing / Advances											0			0
		Other											0			0
		Total Cash Receipts										$	300,220		$	300,220
3.	Cash Disbursements
		Operations											0			0
		DIP Financing Payments											0			0
		Professional Fees / U.S. Trustee Fees											0			0
		Account Funding Transfers											200,000			200,000
		Other											0			0
		Total Cash Disbursements										$	200,000		$	200,000
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)											100,220			100,220
5	Ending Cash Balance (to Form 2-C)											$	101,849	(2)	$	101,849	(2)

 

CASH BALANCE SUMMARY

Book

Financial Institution

Balance

Petty Cash

N/A

$

0

DIP Operating Account

N/A

0

DIP State Tax Account

N/A

0

DIP Payroll Account

N/A

0

Other Operating Account

Bank of America - Operating #8132

101,849

Other Interest-bearing Account

N/A

0

TOTAL (must agree with Ending Cash Balance above)

$

101,849

(2)

  

(1)  Accumulated beginning cash balance is the cash available at the commencement of the case.
Current month beginning cash balance should equal the previous month’s ending balance.	Page 1 of 3
(2)  All cash balances should be the same.

  

 

DEBTOR:		DPTS Sand, LLC								CASE NO:			16-43721
	Form 2-B
	CASH RECEIPTS AND DISBURSEMENTS STATEMENT
For Period:   1/1/17  to  1/31/17
CASH RECEIPTS DETAIL							Account: #8132
(attach additional sheets as necessary)
	Date			Payer				Description					Amount
	1/12/17			UNIMIN Corporation				Sand Transloading Revenue				$	200,357
	1/19/17			UNIMIN Corporation				Sand Transloading Revenue					61,655
	1/26/17			UNIMIN Corporation				Sand Transloading Revenue					38,208
				Total Operations Cash Receipts								$	300,220
	1/31/17			None								$	0
				Total Sale of Assets								$	0
	1/31/17			None								$	0
				Total DIP Financing / Advances								$	0
	1/31/17			None								$	0
				Total Other Receipts								$	0
								Total Cash Receipts				$	300,220	(1)

 

(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1

Page 2 of 3

 

 

DEBTOR:        DPTS Sand, LLC

CASE NO:         16-43721

 

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:   1/1/17   to   1/31/17  

CASH DISBURSEMENTS DETAIL								Account: #8132
(attach additional sheets as necessary)
	Date		Check No.		Payee				Description (Purpose)							Amount
	1/31/17				None											0
					Total Operations Cash Disbursements										$	0
	1/31/17				None										$	0
					Total DIP Financing Payments										$	0
	1/31/17				None										$	0
					Total Professional Fees / U.S. Trustee Fees										$	0
	1/13/17		Transfer		Bank of America				Account Funding Transfer to #6449							200,000
					Total Account Funding Transfers										$	200,000
	1/31/17				None											0
					Total Other Cash Disbursements										$	0
									Total Cash Disbursements						$	200,000	(1)

 

(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1

Page 3 of 3

 

 

 

DEBTOR:				DPTS Sand, LLC									CASE NO:				16-43721
Form 2-C
COMPARATIVE BALANCE SHEET
For Period Ended:    1/31/17
														Current			Petition
ASSETS														Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)												$	101,849		$	1,629
	Accounts Receivable (from Form 2-E)													266,037			262,013
	Receivable from Officers, Employees, Affiliates													0			0
	Inventory													0			0
	Other Current Assets :(List)													0			0
														0			0
		Total Current Assets											$	367,887		$	263,642
Fixed Assets:
	Land												$	0		$	0
	Building													0			0
	Equipment, Furniture and Fixtures													0			0
		Total Fixed Assets												0			0
	Less:  Accumulated Depreciation												(	0	)	(	0	)
		Net Fixed Assets											$	0		$	0
	Other Assets (List):													0			0
														0			0
		TOTAL ASSETS											$	367,887		$	263,642
LIABILITIES
	Post-petition Accounts Payable (from Form 2-E)												$	0		$	0
	Post-petition Accrued Profesional Fees (from Form 2-E)													0			0
	Post-petition Taxes Payable (from Form 2-E)													0			0
	Post-petition Notes Payable													0			0
	Other Post-petition Payable(List):													0			0
														0			0
		Total Post Petition Liabilities											$	0		$	0
Pre Petition Liabilities:
	Secured Debt													0			0
	Priority Debt - Property Tax													0			0
	Secured Debt - Notes Payable Vehicles													0			0
	Unsecured Debt													0			0
		Total Pre Petition Liabilities											$	0		$	0
		TOTAL LIABILITIES											$	0		$	0
OWNERS’ EQUITY
	Owner’s/Stockholder’s Equity												$	0		$	0
	Retained Earnings - Prepetition													263,642			263,642
	Retained Earnings - Post-petition													104,245			0
		TOTAL OWNERS’ EQUITY											$	367,887		$	263,642
		TOTAL LIABILITIES AND OWNERS’ EQUITY											$	367,887		$	263,642

 

(1)  Petition date values are taken from the Debtor’s balance sheet as of the petition date or are the values	Page 1 of 1
listed on the Debtor’s schedules.

 

DEBTOR:				DPTS Sand, LLC									CASE NO:				16-43721
Form 2-D
PROFIT AND LOSS STATEMENT
For Period:   1/1/17   to   1/31/17
											Current						Accumulated
											Month						Total (1)
Gross Operating Revenue										$	210,400					$	304,245
Less:  Discounts, Returns and Allowances										(	0	)				(	0	)
		Net Operating Revenue								$	210,400					$	304,245
Cost of Goods Sold											200,000						0
		Gross Profit								$	10,400					$	304,245
Operating Expenses
	Officer Compensation									$	0					$	0
	Selling, General and Administrative										0						0
	Rents and Leases										0						0
	Depreciation, Depletion and Amortization										0						0
	Other (list):										0						0
											0						0
	Total Operating Expenses									$	0					$	0
		Operating Income (Loss)								$	10,400					$	304,245
Non-Operating Income and Expenses
	Other Non-Operating Expenses									$	0					$	0
	Gains (Losses) on Sale of Assets										0						0
	Interest Income										0						0
	Interest Expense										0						0
	Other Non-Operating Income										0						0
	Net Non-Operating Income or (Expenses)									$	0					$	0
Reorganization Expenses
	Legal and Professional Fees									$	0					$	0
	Other Reorganization Expense										0						0
	Total Reorganization Expenses									$	0					$	0
		Net Income (Loss) Before Income Taxes								$	10,400					$	304,245
Federal and State Income Tax Expense (Benefit)											0						0
		NET INCOME (LOSS)								$	10,400					$	304,245
(1)  Accumulated Totals include all revenue and expenses since the petition date.

 

Page 1 of 1

 

 

DEBTOR:			DPTS Sand, LLC										CASE NO:		16-43721
Form 2-E
SUPPORTING SCHEDULES
For Period:   1/1/17   to   1/31/17
	POST PETITION TAXES PAYABLE SCHEDULE
					Beginning		Amount		Amount		Date		Check		Ending
					Balance (1)		Accrued		Paid		Paid		Number		Balance
Income Tax Withheld:
	Federal			$	0	$	0	$	0					$	0
	State				0		0		0						0
FICA Tax Withheld					0		0		0						0
Employer’s FICA Tax					0		0		0						0
Unemployment Tax
	Federal				0		0		0						0
	State				0		0		0						0
Sales, Use &
	Excise Taxes				0		0		0						0
Property Taxes					0		0		0						0
Accrued Income Tax:
	Federal				0		0		0						0
	State				0		0		0						0
	Other:				0		0		0						0
TOTALS				$	0	$	0	$	0					$	0

(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.

 

INSURANCE SCHEDULE

Premium

Carrier

Amount of

Expiration

Paid

Coverage

Date

Through

Workers’ Compensation

Various

$

12,500,000

3/23/17

2/28/17

General Liability

Various

$

50,000,000

7/30/17

2/28/17

Property (Fire, Theft)

Various

$

46,413,035

12/10/17

2/28/17

Vehicle

Security National

$

1,000,000

12/10/17

2/28/17

Pollution

Berkley-Nautilus

$

10,000,000

5/11/17

2/28/17

D&O

Various

$

20,000,000

3/23/20

3/23/20

Page 1 of 2

 

 

DEBTOR:        DPTS Sand, LLC

CASE NO:         16-43721

 

Form 2-E

SUPPORTING SCHEDULES

For Period:   1/1/17   to   1/31/17  

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
											Accounts				Post Petition
Due											Receivable				Accounts Payable
Under 30 days										$	222,506			$	0
30 to 60 days											43,531				0
61 to 90 days											0				0
91 to 120 days											0				0
Over 120 days											0				0
Total Post Petition											266,037
Pre Petition Amounts											0
Total Accounts Receivable										$	266,037
Less:  Bad Debt Reserve											0
Net Accounts Receivable (to Form 2-C)										$	266,037
											Total Post Petition
											Accounts Payable			$	0

* Attach a detail listing of accounts receivable and post-petition accounts payable

 

SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
					Month-end			Current			Paid in
					Retainer			Month’s			Current		Date of				Month-end
					Balance			Accrual			Month		Court Approval			Balance Due *
Debtor’s Counsel				$	0		$	0		$	0					$	0
Senior Secured Lender
	Counsel				0			0			0						0
Counsel for Unsecured
	Creditors’ Committee				0			0			0						0
Trustee’s Counsel					0			0			0						0
Accountant					0			0			0						0
Other:					0			0			0						0
Total				$	0		$	0		$	0					$	0

*Balance due to include fees and expenses incurred but not yet paid.

 

SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**

Payee Name

Position

Nature of Payment

Amount

$

 

**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner, partner, shareholder, officer or director.

Page 2 of 2

  

 

DPTS Sand, LLC AR Aging (Post-Petition)
Vendor - UNIMIN Invoice #	Under 30 Days	30 to 60 Days	61 to 90 Days	91 to 120 Days	Over 120 Days	Total
1138	21,370					21,370
1137	51,901					51,901
1136	51,829					51,829
1135	55,625					55,625
1134	41,781					41,781
1133		43,531				43,531
Total	222,506	43,531	0	0	0	266,037

 

 

DEBTOR:			DPTS Sand, LLC						CASE NO:		16-43721
Form 2-F
QUARTERLY FEE SUMMARY *
					For the Month Ended:		1/31/17
					Cash		Quarterly				Date
Month		Year			Disbursements **		Fee Due		Check No.		Paid
January		2016		$	0	(1)
February		2016			0
March		2016			0
	TOTAL 1st Quarter			$	0	$
April		2016		$	0
May		2016			0
June		2016			0
	TOTAL 2nd Quarter			$	0	$
July		2016		$	0
August		2016			0
September		2016			0
	TOTAL 3rd Quarter			$	0	$
October		2016		$	0
November		2016			0
December		2016			0
	TOTAL 4th Quarter			$	0	$
(1) Excludes “Account Funding Transfers” from line 3, Form 2-B since these are included in Disbursements of entities.
FEE SCHEDULE
Quarterly Disbursements				Fee			Quarterly Disbursements				Fee
$0 to $14,999				$325			$1,000,000 to $1,999,999				$6,500
$15,000 to $74,999				$650			$2,000,000 to $2,999,999				$9,750
$75,000 to $149,999				$975			$3,000,000 to $4,999,999				$10,400
$150,000 to $224,999				$1,625			$5,000,000 to $14,999,999				$13,000
$225,000 to $299,999				$1,950			$15,000,000 to $29,999,999				$20,000
$300,000 to $999,999				$4,875			$30,000,000 or more				$30,000
*	This summary is to reflect the current calendar year’s information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
											Page 1 of 1

 

 

	DEBTOR:	DPTS Sand, LLC						CASE NO:	16-43721
Form 2-G
NARRATIVE
For Period Ending         1/31/17
	Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors,or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.
	DPTS Sand, LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the “Parent Company”).The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company. There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.
										Page 1 of 1

 

 

DEBTOR:	DPTS Marketing LLC		MONTHLY OPERATING REPORT
			CHAPTER 11
CASE NUMBER:		16-43717

 

Form 2-A
COVER SHEET

 

For Period Ending 1/31/17

 

Accounting Method:     ☒  Accrual Basis     ☐ Cash Basis

 

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report bearing an original signature, to the U. S. Trustee. A copy of the Report must be  filed with the Clerk of Court. 11 U.S.C. § 704(8)

Report/Document Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	6.	Narrative (Form 2-G)
☒	☐	7.	Bank Statements for All Bank Accounts
☒	☐	8.	Bank Statement Reconciliations for all Bank Accounts

 

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:	2/21/17		Print Name:		Martin J Beskow
			Signature:
			Title:		Chief Financial Officer

 

 

DEBTOR:

DPTS Marketing LLC

CASE NO:

16-43717

 

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:    1/1/17   to   1/31/17  

 

CASH FLOW SUMMARY				Current
				Month			Accumulated
1.	Beginning Cash Balance		$	0	(1)	$	0	(1)
2.	Cash Receipts
	Operations			0			0
	Sale of Assets			0			0
	DIP Financing / Advances			0			0
	Other			0			0
	Total Cash Receipts		$	0		$	0
3.	Cash Disbursements
	Operations			0			0
	DIP Financing Payments			0			0
	Professional Fees / U.S. Trustee Fees			0			0
	Other			0			0
	Total Cash Disbursements		$	0		$	0
4.	Net Cash Flow (Total Cash Receipts less
	Total Cash Disbursements)			0			0
5	Ending Cash Balance (to Form 2-C)		$	0	(2)	$	0	(2)

 

CASH BALANCE SUMMARY						Book
			Financial Institution			Balance
	Petty Cash		N/A		$	0
	DIP Operating Account		N/A			0
	DIP State Tax Account		N/A			0
	DIP Payroll Account		N/A			0
	Other Operating Account		Bank of America - Disbursement - ZBA #8137			0
	Other Interest-bearing Account		N/A			0
	TOTAL (must agree with Ending Cash Balance above)				$	0	(2)

 

(1)	Accumulated beginning cash balance is the cash available at the commencement of the case. Current month beginning cash balance should equal the previous month’s ending balance.	Page 1 of 3
(2)	All cash balances should be the same.

 

 

DEBTOR:

DPTS Marketing LLC

CASE NO:

16-43717

 

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:   1/1/17   to   1/31/17  

 

CASH RECEIPTS DETAIL					Account: #8137
(attach additional sheets as necessary)
	Date			Payer		Description			Amount
	1/31/17			None				$	0
				Total Operations Cash Receipts				$	0
	1/31/17			None				$	0
				Total Sale of Assets				$	0
	1/31/17			None				$	0
				Total DIP Financing / Advances				$	0
	1/31/17			None				$	0
				Total Other Receipts				$	0
						Total Cash Receipts		$	0	(1)

 

(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1

Page 2 of 3

 

 

DEBTOR:

DPTS Marketing LLC

CASE NO:

16-43717

 

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:   1/1/17   to   1/31/17  

 

CASH DISBURSEMENTS DETAIL						Account: #8137
(attach additional sheets as necessary)
	Date		Check No.		Payee		Description (Purpose)			Amount
	1/31/17				None					0
					Total Operations Cash Disbursements				$	0
	1/31/17				None				$	0
					Total DIP Financing Payments				$	0
	1/31/17				None				$	0
					Total Professional Fees / U.S. Trustee Fees				$	0
	1/31/17				None					0
					Total Other Cash Disbursements				$	0
							Total Cash Disbursements		$	0	(1)

 

(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1

Page 3 of 3

 

DEBTOR:

DPTS Marketing LLC

CASE NO:

16-43717

 

Form 2-C

COMPARATIVE BALANCE SHEET

For Period Ended:    1/31/17  

					Current			Petition
ASSETS					Month			Date (1)
Current Assets:
Cash (from Form 2-B, line 5)				$	0		$	0
Accounts Receivable (from Form 2-E)					63,614			63,614
Receivable from Officers, Employees, Affiliates					0			0
Inventory					0			0
Other Current Assets :(List)					0			0
					0			0
Total Current Assets				$	63,614		$	63,614
Fixed Assets:
Land				$	0		$	0
Building					0			0
Equipment, Furniture and Fixtures					0			0
Total Fixed Assets					0			0
Less:  Accumulated Depreciation				(	0	)	(	0	)
Net Fixed Assets				$	0		$	0
Other Assets (List):					0			0
					0			0
TOTAL ASSETS				$	63,614		$	63,614
LIABILITIES
Post-petition Accounts Payable (from Form 2-E)				$	0		$	0
Post-petition Accrued Profesional Fees (from Form 2-E)					0			0
Post-petition Taxes Payable (from Form 2-E)					0			0
Post-petition Notes Payable					0			0
Other Post-petition Payable(List):					0			0
					0			0
Total Post Petition Liabilities				$	0		$	0
Pre Petition Liabilities:
Secured Debt - Western Petroleum Company					1,827,164			1,827,164
Unsecured Debt					831,211			831,211
Total Pre Petition Liabilities				$	2,658,375		$	2,658,375
TOTAL LIABILITIES				$	2,658,375		$	2,658,375
OWNERS’ EQUITY
Owner’s/Stockholder’s Equity				$	0		$	0
Retained Earnings - Prepetition					(2,594,761)			(2,594,761)
Retained Earnings - Post-petition					0			0
TOTAL OWNERS’ EQUITY				$	(2,594,761)		$	(2,594,761)
TOTAL LIABILITIES AND OWNERS’ EQUITY				$	63,614		$	63,614

 

(1)

Petition date values are taken from the Debtor’s balance sheet as of the petition date or are the values listed on the Debtor’s schedules.

Page 1 of 1

 

 

DEBTOR:

DPTS Marketing LLC

CASE NO:

16-43717

 

Form 2-D

PROFIT AND LOSS STATEMENT

For Period:     1/1/17   to   1/31/17  

 

					Current			Accumulated
					Month			Total (1)
Gross Operating Revenue				$	0		$	0
Less:  Discounts, Returns and Allowances				(	0	)	(	0	)
Net Operating Revenue				$	0		$	0
Cost of Goods Sold					0			0
Gross Profit				$	0		$	0
Operating Expenses
Officer Compensation				$	0		$	0
Selling, General and Administrative					0			0
Rents and Leases					0			0
Depreciation, Depletion and Amortization					0			0
Other (list):					0			0
					0			0
Total Operating Expenses				$	0		$	0
Operating Income (Loss)				$	0		$	0
Non-Operating Income and Expenses
Other Non-Operating Expenses				$	0		$	0
Gains (Losses) on Sale of Assets					0			0
Interest Income					0			0
Interest Expense					0			0
Other Non-Operating Income					0			0
Net Non-Operating Income or (Expenses)				$	0		$	0
Reorganization Expenses
Legal and Professional Fees				$	0		$	0
Other Reorganization Expense					0			0
Total Reorganization Expenses				$	0		$	0
Net Income (Loss) Before Income Taxes				$	0		$	0
Federal and State Income Tax Expense (Benefit)					0			0
NET INCOME (LOSS)				$	0		$	0

 

(1)  Accumulated Totals include all revenue and expenses since the petition date.
		Page 1 of 1

 

 

DEBTOR:

DPTS Marketing LLC

CASE NO:

16-43717

 

Form 2-E

SUPPORTING SCHEDULES

For Period:     1/1/17   to   1/31/17  

 

POST PETITION TAXES PAYABLE SCHEDULE
				Beginning		Amount		Amount		Date		Check		Ending
				Balance (1)		Accrued		Paid		Paid		Number		Balance
Income Tax Withheld:
Federal			$	0	$	0	$	0					$	0
State				0		0		0						0
FICA Tax Withheld				0		0		0						0
Employer’s FICA Tax				0		0		0						0
Unemployment Tax
Federal				0		0		0						0
State				0		0		0						0
Sales, Use &
Excise Taxes				0		0		0						0
Property Taxes				0		0		0						0
Accrued Income Tax:
Federal				0		0		0						0
State				0		0		0						0
Other:				0		0		0						0
TOTALS			$	0	$	0	$	0					$	0

 

(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.

 

	INSURANCE SCHEDULE
									Premium
	Carrier				Amount of		Expiration		Paid
					Coverage		Date		Through
Workers’ Compensation		Various		$	12,500,000		3/23/17		2/28/17
General Liability		Various		$	50,000,000		7/30/17		2/28/17
Property (Fire, Theft)		Various		$	46,413,035		12/10/17		2/28/17
Vehicle		Security National		$	1,000,000		12/10/17		2/28/17
Pollution		Berkley-Nautilus		$	10,000,000		5/11/17		2/28/17
D&O		Various		$	20,000,000		3/23/20		3/23/20

 

Page 1 of 2

 

 

DEBTOR:

DPTS Marketing LLC

CASE NO:

16-43717

 

Form 2-E 

SUPPORTING SCHEDULES

For Period:

1/1/17

to

1/31/17

 

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING 

Due		Accounts Receivable				Post Petition Accounts Payable
Under 30 days		$	0			$	0
30 to 60 days			0				0
61 to 90 days			0				0
91 to 120 days			0				0
Over 120 days			0				0
Total Post Petition			0
Pre Petition Amounts			63,614
Total Accounts Receivable		$	63,614
Less:   Bad Debt Reserve			0
Net Accounts Receivable (to Form 2-C)		$	63,614
			Total Post Petition Accounts Payable			$	0

 

* Attach a detail listing of accounts receivable and post-petition accounts payable

 

SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS 

			Month-end Retainer Balance				Current Month’s Accrual				Paid in Current Month			Date of Court Approval		Month-end Balance Due *
Debtor’s Counsel			$	0			$	0			$	0				$	0
Senior Secured Lender Counsel				0				0				0					0
Counsel for Unsecured Creditors’ Committee				0				0				0					0
Trustee’s Counsel				0				0				0					0
Accountant				0				0				0					0
Other:				0				0				0					0
Total			$	0			$	0			$	0				$	0

 

*Balance due to include fees and expenses incurred but not yet paid.  

 

SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**

 

Payee Name

Position

Nature of Payment

Amount

$

  

**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner,
partner, shareholder, officer or director.	Page 2 of 2

 

 

 

DPTS Marketing LLC AR Aging (Pre-Petition)
Customer	Under 30 days	30 to 60 days	61 to 90 days	91 to 120 days	Over 120 days	Total
4 Customers					63,614	63,614
Total	0	0	0	0	63,614	63,614

 

 

DEBTOR:			DPTS Marketing LLC						CASE NO:		16-43717
					Form 2-F
					QUARTERLY FEE SUMMARY *
					For the Month Ended:		1/31/17
					Cash		Quarterly				Date
Month		Year			Disbursements **		Fee Due		Check No.		Paid
January		2016		$	0
February		2016			0
March		2016			0
	TOTAL 1st Quarter			$	0	$
April		2016		$	0
May		2016			0
June		2016			0
	TOTAL 2nd Quarter			$	0	$
July		2016		$	0
August		2016			0
September		2016			0
	TOTAL 3rd Quarter			$	0	$
October		2016		$	0
November		2016			0
December		2016			0
	TOTAL 4th Quarter			$	0	$
FEE SCHEDULE
Quarterly Disbursements				Fee			Quarterly Disbursements				Fee
$0 to $14,999				$325			$1,000,000 to $1,999,999				$6,500
$15,000 to $74,999				$650			$2,000,000 to $2,999,999				$9,750
$75,000 to $149,999				$975			$3,000,000 to $4,999,999				$10,400
$150,000 to $224,999				$1,625			$5,000,000 to $14,999,999				$13,000
$225,000 to $299,999				$1,950			$15,000,000 to $29,999,999				$20,000
$300,000 to $999,999				$4,875			$30,000,000 or more				$30,000
*	This summary is to reflect the current calendar year’s information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
											Page 1 of 1

 

 

DEBTOR:	DPTS Marketing LLC						CASE NO:	16-43717
				Form 2-G
				NARRATIVE
				For Period Ending		1/31/17
Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.
DPTS Marketing LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the “Parent Company”). The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company. There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.

  

Page 1 of 1

 

 

DEBTOR:	Dakota Plains Transloading, LLC		MONTHLY OPERATING REPORT
			CHAPTER 11
CASE NUMBER:		16-43712

 

Form 2-A
COVER SHEET

 

For Period Ending 1/31/17

 

Accounting Method:     ☒ Accrual Basis     ☐ Cash Basis

 

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report bearing an original signature, to the U. S. Trustee. A copy of the Report must be  filed with the Clerk of Court. 11 U.S.C. § 704(8)

Report/Document Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	6.	Narrative (Form 2-G)
N/A	☐	7.	Bank Statements for All Bank Accounts
N/A	☐	8.	Bank Statement Reconciliations for all Bank Accounts

 

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:	2/21/17		Print Name:		Martin J Beskow
			Signature:
			Title:		Chief Financial Officer

 

 

DEBTOR:

Dakota Plains Transloading, LLC

CASE NO:

16-43712

 

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:

1/1/17

to

1/31/17

 

 

CASH FLOW SUMMARY				Current
				Month			Accumulated
1.	Beginning Cash Balance		$	0	(1)	$	0	(1)
2.	Cash Receipts
	Operations			0			0
	Sale of Assets			0			0
	DIP Financing / Advances			0			0
	Other			0			0
	Total Cash Receipts		$	0		$	0
3.	Cash Disbursements
	Operations			0			0
	DIP Financing Payments			0			0
	Professional Fees / U.S. Trustee Fees			0			0
	Other			0			0
	Total Cash Disbursements		$	0		$	0
4.	Net Cash Flow (Total Cash Receipts less
	Total Cash Disbursements)			0			0
5	Ending Cash Balance (to Form 2-C)		$	0	(2)	$	0	(2)

 

CASH BALANCE SUMMARY						Book
			Financial Institution			Balance
	Petty Cash		N/A		$	0
	DIP Operating Account		N/A			0
	DIP State Tax Account		N/A			0
	DIP Payroll Account		N/A			0
	Other Operating Account		N/A			0
	Other Interest-bearing Account		N/A			0
	TOTAL (must agree with Ending Cash Balance above)				$	0	(2)

 

(1)  Accumulated beginning cash balance is the cash available at the commencement of the case.       Current month beginning cash balance should equal the previous month’s ending balance.	Page 1 of 3
(2)  All cash balances should be the same.

 

 

DEBTOR:

Dakota Plains Transloading, LLC

CASE NO:

16-43712

 

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:

1/1/17

to

1/31/17

 

CASH RECEIPTS DETAIL					Account: N/A
(attach additional sheets as necessary)
	Date			Payer		Description			Amount
	1/31/17			None				$	0
				Total Operations Cash Receipts				$	0
	1/31/17			None				$	0
				Total Sale of Assets				$	0
	1/31/17			None				$	0
				Total DIP Financing / Advances				$	0
	1/31/17			None				$	0
				Total Other Receipts				$	0
						Total Cash Receipts		$	0	(1)

 

(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1	Page 2 of 3

 

 

DEBTOR:

Dakota Plains Transloading, LLC

CASE NO:

16-43712

 

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:

1/1/17

to

1/31/17

 

CASH DISBURSEMENTS DETAIL						Account: N/A
(attach additional sheets as necessary)
	Date		Check No.		Payee		Description (Purpose)			Amount
	1/31/17				None					0
					Total Operations Cash Disbursements				$	0
	1/31/17				None				$	0
					Total DIP Financing Payments				$	0
	1/31/17				None				$	0
					Total Professional Fees / U.S. Trustee Fees				$	0
	1/31/17				None					0
					Total Other Cash Disbursements				$	0
							Total Cash Disbursements		$	0	(1)

 

(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1	Page 3 of 3

 

 

DEBTOR:

Dakota Plains Transloading, LLC

CASE NO:

16-43712

 

Form 2-C

COMPARATIVE BALANCE SHEET

For Period Ended:

1/31/17

 

					Current			Petition
ASSETS					Month			Date (1)
Current Assets:
Cash (from Form 2-B, line 5)				$	0		$	0
Accounts Receivable (from Form 2-E)					0			0
Receivable from Officers, Employees, Affiliates					0			0
Inventory					0			0
Other Current Assets :(List)					0			0
					0			0
Total Current Assets				$	0		$	0
Fixed Assets:
Land				$	0		$	0
Building					0			0
Equipment, Furniture and Fixtures					0			0
Total Fixed Assets					0			0
Less:  Accumulated Depreciation				(	0	)	(	0	)
Net Fixed Assets				$	0		$	0
Other Assets (List):					0			0
					0			0
TOTAL ASSETS				$	0		$	0
LIABILITIES
Post-petition Accounts Payable (from Form 2-E)				$	0		$	0
Post-petition Accrued Profesional Fees (from Form 2-E)					0			0
Post-petition Taxes Payable (from Form 2-E)					0			0
Post-petition Notes Payable					0			0
Other Post-petition Payable(List):					0			0
					0			0
Total Post Petition Liabilities				$	0		$	0
Pre Petition Liabilities:
Secured Debt - Western Petroleum Company					0			0
Unsecured Debt					0			0
Total Pre Petition Liabilities				$	0		$	0
TOTAL LIABILITIES				$	0		$	0
OWNERS’ EQUITY
Owner’s/Stockholder’s Equity				$	0		$	0
Retained Earnings - Prepetition					0			0
Retained Earnings - Post-petition					0			0
TOTAL OWNERS’ EQUITY				$	0		$	0
TOTAL LIABILITIES AND OWNERS’ EQUITY				$	0		$	0

 

(1)  Petition date values are taken from the Debtor’s balance sheet as of the petition date or are the values listed on the Debtor’s schedules.

Page 1 of 1

 

 

DEBTOR:

Dakota Plains Transloading, LLC

CASE NO:

16-43712

 

Form 2-D

PROFIT AND LOSS STATEMENT

For Period:    1/1/17   to   1/31/17  

 

				Current				Accumulated
				Month				Total (1)
Gross Operating Revenue			$	0			$	0
Less:  Discounts, Returns and Allowances			(	0	)		(	0	)
Net Operating Revenue			$	0			$	0
Cost of Goods Sold				0				0
Gross Profit			$	0			$	0
Operating Expenses
Officer Compensation			$	0			$	0
Selling, General and Administrative				0				0
Rents and Leases				0				0
Depreciation, Depletion and Amortization				0				0
Other (list):				0				0
				0				0
Total Operating Expenses			$	0			$	0
Operating Income (Loss)			$	0			$	0
Non-Operating Income and Expenses
Other Non-Operating Expenses			$	0			$	0
Gains (Losses) on Sale of Assets				0				0
Interest Income				0				0
Interest Expense				0				0
Other Non-Operating Income				0				0
Net Non-Operating Income or (Expenses)			$	0			$	0
Reorganization Expenses
Legal and Professional Fees			$	0			$	0
Other Reorganization Expense				0				0
Total Reorganization Expenses			$	0			$	0
Net Income (Loss) Before Income Taxes			$	0			$	0
Federal and State Income Tax Expense (Benefit)				0				0
NET INCOME (LOSS)			$	0			$	0

 

(1)  Accumulated Totals include all revenue and expenses since the petition date.
	Page 1 of 1

 

 

DEBTOR:

Dakota Plains Transloading, LLC

CASE NO:

16-43712

 

Form 2-E

SUPPORTING SCHEDULES

For Period:    1/1/17   to   1/31/17  

 

POST PETITION TAXES PAYABLE SCHEDULE

 

				Beginning		Amount		Amount		Date		Check		Ending
				Balance (1)		Accrued		Paid		Paid		Number		Balance
Income Tax Withheld:
Federal			$	0	$	0	$	0					$	0
State				0		0		0						0
FICA Tax Withheld				0		0		0						0
Employer’s FICA Tax				0		0		0						0
Unemployment Tax
Federal				0		0		0						0
State				0		0		0						0
Sales, Use &
Excise Taxes				0		0		0						0
Property Taxes				0		0		0						0
Accrued Income Tax:
Federal				0		0		0						0
State				0		0		0						0
Other:				0		0		0						0
TOTALS			$	0	$	0	$	0					$	0

 

(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.

INSURANCE SCHEDULE

									Premium
	Carrier				Amount of		Expiration		Paid
					Coverage		Date		Through
Workers’ Compensation		Various		$	12,500,000		3/23/17		2/28/17
General Liability		Various		$	50,000,000		7/30/17		2/28/17
Property (Fire, Theft)		Various		$	46,413,035		12/10/17		2/28/17
Vehicle		Security National		$	1,000,000		12/10/17		2/28/17
Pollution		Berkley-Nautilus		$	10,000,000		5/11/17		2/28/17
D&O		Various		$	20,000,000		3/23/20		3/23/20

Page 1 of 2

 

 

DEBTOR:

Dakota Plains Transloading, LLC

CASE NO:

16-43712

 

Form 2-E

SUPPORTING SCHEDULES

For Period:    1/1/17   to   1/31/17  

 

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING

			Accounts				Post Petition
Due			Receivable				Accounts Payable
Under 30 days		$	0			$	0
30 to 60 days			0				0
61 to 90 days			0				0
91 to 120 days			0				0
Over 120 days			0				0
Total Post Petition			0
Pre Petition Amounts			0
Total Accounts Receivable		$	0
Less:  Bad Debt Reserve			0
Net Accounts Receivable (to Form 2-C)		$	0
			Total Post Petition
			Accounts Payable			$	0

 

* Attach a detail listing of accounts receivable and post-petition accounts payable

SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS

				Month-end		Current		Paid in
				Retainer		Month’s		Current		Date of			Month-end
				Balance		Accrual		Month		Court Approval			Balance Due *
Debtor’s Counsel			$	0	$	0	$	0				$	0
Senior Secured Lender Counsel				0		0		0					0
Counsel for Unsecured Creditors’ Committee				0		0		0					0
Trustee’s Counsel				0		0		0					0
Accountant				0		0		0					0
Other:				0		0		0					0
Total			$	0	$	0	$	0				$	0
*Balance due to include fees and expenses incurred but not yet paid.

SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**

Payee Name		Position		Nature of Payment		Amount
						$

 

**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner, partner, shareholder, officer or director.

Page 2 of 2

 

 

DEBTOR:

Dakota Plains Transloading, LLC

CASE NO:

16-43712

 

Form 2-F

QUARTERLY FEE SUMMARY *

For the Month Ended:     1/31/17  

 

			Cash		Quarterly				Date
Month	Year		Disbursements **		Fee Due		Check No.		Paid
January	2016	$	0
February	2016		0
March	2016		0
TOTAL 1st Quarter		$	0	$
April	2016	$	0
May	2016		0
June	2016		0
TOTAL 2nd Quarter		$	0	$
July	2016	$	0
August	2016		0
September	2016		0
TOTAL 3rd Quarter		$	0	$
October	2016	$	0
November	2016		0
December	2016		0
TOTAL 4th Quarter		$	0	$

 

FEE SCHEDULE
Quarterly Disbursements				Fee			Quarterly Disbursements				Fee
$0 to $14,999				$325			$1,000,000 to $1,999,999				$6,500
$15,000 to $74,999				$650			$2,000,000 to $2,999,999				$9,750
$75,000 to $149,999				$975			$3,000,000 to $4,999,999				$10,400
$150,000 to $224,999				$1,625			$5,000,000 to $14,999,999				$13,000
$225,000 to $299,999				$1,950			$15,000,000 to $29,999,999				$20,000
$300,000 to $999,999				$4,875			$30,000,000 or more				$30,000

 

*	This summary is to reflect the current calendar year’s information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts

  

Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]

 

Page 1 of 1

 

 

DEBTOR:

Dakota Plains Transloading, LLC

CASE NO:

16-43712

 

Form 2-G
NARRATIVE
For Period Ending    1/31/17
Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.

 

Dakota Plains Transloading, LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the “Parent Company”).  The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company.  There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.

 

Page 1 of 1

 

 

DEBTOR:	Dakota Plains Sand, LLC		MONTHLY OPERATING REPORT
			CHAPTER 11
CASE NUMBER:		16-43715

 

Form 2-A
COVER SHEET

 

For Period Ending 1/31/17

 

Accounting Method:     ☒  Accrual Basis     ☐ Cash Basis

 

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report bearing an original signature, to the U. S. Trustee. A copy of the Report must be filed with the Clerk of Court. 11 U.S.C. § 704(8)

Report/Document Attached	Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒	☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒	☐	2.	Balance Sheet (Form 2-C)
☒	☐	3.	Profit and Loss Statement (Form 2-D)
☒	☐	4.	Supporting Schedules (Form 2-E)
☒	☐	5.	Quarterly Fee Summary (Form 2-F)
☒	☐	6.	Narrative (Form 2-G)
N/A	☐	7.	Bank Statements for All Bank Accounts
N/A	☐	8.	Bank Statement Reconciliations for all Bank Accounts

 

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:	2/21/17		Print Name:		Martin J Beskow
			Signature:
			Title:		Chief Financial Officer

 

 

DEBTOR:

Dakota Plains Sand, LLC

CASE NO:

16-43715

 

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:      1/1/17     to     1/31/17    

 

CASH FLOW SUMMARY				Current
				Month			Accumulated
1.	Beginning Cash Balance		$	0	(1)	$	0	(1)
2.	Cash Receipts
	Operations			0			0
	Sale of Assets			0			0
	DIP Financing / Advances			0			0
	Other			0			0
	Total Cash Receipts		$	0		$	0
3.	Cash Disbursements
	Operations			0			0
	DIP Financing Payments			0			0
	Professional Fees / U.S. Trustee Fees			0			0
	Other			0			0
	Total Cash Disbursements		$	0		$	0
4.	Net Cash Flow (Total Cash Receipts less
	Total Cash Disbursements)			0			0
5	Ending Cash Balance (to Form 2-C)		$	0	(2)	$	0	(2)

 

CASH BALANCE SUMMARY						Book
			Financial Institution			Balance
	Petty Cash		N/A		$	0
	DIP Operating Account		N/A			0
	DIP State Tax Account		N/A			0
	DIP Payroll Account		N/A			0
	Other Operating Account		N/A			0
	Other Interest-bearing Account		N/A			0
	TOTAL (must agree with Ending Cash Balance above)				$	0	(2)

 

(1)  Accumulated beginning cash balance is the cash available at the commencement of the case.     Current month beginning cash balance should equal the previous month’s ending balance.	Page 1 of 3
(2)  All cash balances should be the same.

 

 

 

DEBTOR:

Dakota Plains Sand, LLC

CASE NO:

16-43715

 

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:      1/1/17     to     1/31/17    

 

CASH RECEIPTS DETAIL					Account: N/A
(attach additional sheets as necessary)
	Date			Payer		Description			Amount
	1/31/17			None				$	0
				Total Operations Cash Receipts				$	0
	1/31/17			None				$	0
				Total Sale of Assets				$	0
	1/31/17			None				$	0
				Total DIP Financing / Advances				$	0
	1/31/17			None				$	0
				Total Other Receipts				$	0
						Total Cash Receipts		$	0	(1)
(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1									Page 2 of 3

 

 

DEBTOR:

Dakota Plains Sand, LLC

CASE NO:

16-43715

 

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:      1/1/17     to     1/31/17    

 

CASH DISBURSEMENTS DETAIL						Account: N/A
(attach additional sheets as necessary)
	Date		Check No.		Payee		Description (Purpose)							Amount
	1/31/17				None									0
					Total Operations Cash Disbursements								$	0
	1/31/17				None								$	0
					Total DIP Financing Payments								$	0
	1/31/17				None								$	0
					Total Professional Fees / U.S. Trustee Fees								$	0
	1/31/17				None									0
					Total Other Cash Disbursements								$	0
							Total Cash Disbursements						$	0	(1)
(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1														Page 3 of 3

 

 

DEBTOR:

Dakota Plains Sand, LLC

CASE NO:

16-43715

 

Form 2-C

COMPARATIVE BALANCE SHEET

For Period Ended:    1/31/17  

 

					Current			Petition
ASSETS					Month			Date (1)
Current Assets:
Cash (from Form 2-B, line 5)				$	0		$	0
Accounts Receivable (from Form 2-E)					0			0
Receivable from Officers, Employees, Affiliates					0			0
Inventory					0			0
Other Current Assets :(List)					0			0
					0			0
Total Current Assets				$	0		$	0
Fixed Assets:
Land				$	0		$	0
Building					0			0
Equipment, Furniture and Fixtures					0			0
Total Fixed Assets					0			0
Less:  Accumulated Depreciation				(	0	)	(	0	)
Net Fixed Assets				$	0		$	0
Other Assets (List):					0			0
					0			0
TOTAL ASSETS				$	0		$	0
LIABILITIES
Post-petition Accounts Payable (from Form 2-E)				$	0		$	0
Post-petition Accrued Profesional Fees (from Form 2-E)					0			0
Post-petition Taxes Payable (from Form 2-E)					0			0
Post-petition Notes Payable					0			0
Other Post-petition Payable(List):					0			0
					0			0
Total Post Petition Liabilities				$	0		$	0
Pre Petition Liabilities:
Secured Debt - Western Petroleum Company					0			0
Unsecured Debt					0			0
Total Pre Petition Liabilities				$	0		$	0
TOTAL LIABILITIES				$	0		$	0
OWNERS’ EQUITY
Owner’s/Stockholder’s Equity				$	0		$	0
Retained Earnings - Prepetition					0			0
Retained Earnings - Post-petition					0			0
TOTAL OWNERS’ EQUITY				$	0		$	0
TOTAL LIABILITIES AND OWNERS’ EQUITY				$	0		$	0

 

(1)  Petition date values are taken from the Debtor’s balance sheet as of the petition date or are the values       listed on the Debtor’s schedules.

Page 1 of 1

 

 

DEBTOR:

Dakota Plains Sand, LLC

CASE NO:

16-43715

 

Form 2-D
PROFIT AND LOSS STATEMENT
							For Period:		1/1/17	to	1/31/17
											Current						Accumulated
											Month						Total (1)
Gross Operating Revenue										$	0					$	0
Less:  Discounts, Returns and Allowances										(	0	)				(	0	)
		Net Operating Revenue								$	0					$	0
Cost of Goods Sold											0						0
		Gross Profit								$	0					$	0
Operating Expenses
	Officer Compensation									$	0					$	0
	Selling, General and Administrative										0						0
	Rents and Leases										0						0
	Depreciation, Depletion and Amortization										0						0
	Other (list):										0						0
											0						0
	Total Operating Expenses									$	0					$	0
		Operating Income (Loss)								$	0					$	0
Non-Operating Income and Expenses
	Other Non-Operating Expenses									$	0					$	0
	Gains (Losses) on Sale of Assets										0						0
	Interest Income										0						0
	Interest Expense										0						0
	Other Non-Operating Income										0						0
	Net Non-Operating Income or (Expenses)									$	0					$	0
Reorganization Expenses
	Legal and Professional Fees									$	0					$	0
	Other Reorganization Expense										0						0
	Total Reorganization Expenses									$	0					$	0
		Net Income (Loss) Before Income Taxes								$	0					$	0
Federal and State Income Tax Expense (Benefit)											0						0
		NET INCOME (LOSS)								$	0					$	0
(1)  Accumulated Totals include all revenue and expenses since the petition date.
																	Page 1 of 1

 

 

DEBTOR:

Dakota Plains Sand, LLC

CASE NO:

16-43715

 

Form 2-E
SUPPORTING SCHEDULES
							For Period:		1/1/17	to	1/31/17
	POST PETITION TAXES PAYABLE SCHEDULE
					Beginning		Amount		Amount		Date		Check		Ending
					Balance (1)		Accrued		Paid		Paid		Number		Balance
Income Tax Withheld:
	Federal			$	0	$	0	$	0					$	0
	State				0		0		0						0
FICA Tax Withheld					0		0		0						0
Employer’s FICA Tax					0		0		0						0
Unemployment Tax
	Federal				0		0		0						0
	State				0		0		0						0
Sales, Use &
	Excise Taxes				0		0		0						0
Property Taxes					0		0		0						0
Accrued Income Tax:
	Federal				0		0		0						0
	State				0		0		0						0
	Other:				0		0		0						0
TOTALS				$	0	$	0	$	0					$	0
(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.
	INSURANCE SCHEDULE
															Premium
					Carrier						Amount of		Expiration		Paid
											Coverage		Date		Through
Workers’ Compensation							Various			$	12,500,000		3/23/17		2/28/17
General Liability							Various			$	50,000,000		7/30/17		2/28/17
Property (Fire, Theft)							Various			$	46,413,035		12/10/17		2/28/17
Vehicle							Security National			$	1,000,000		12/10/17		2/28/17
Pollution							Berkley-Nautilus			$	10,000,000		5/11/17		2/28/17
D&O							Various			$	20,000,000		3/23/20		3/23/20
															Page 1 of 2

 

 

DEBTOR:			Dakota Plains Sand, LLC								CASE NO:				16-43715
Form 2-E
SUPPORTING SCHEDULES
							For Period:		1/1/17	to	1/31/17
ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
											Accounts				Post Petition
Due											Receivable				Accounts Payable
Under 30 days										$	0			$	0
30 to 60 days											0				0
61 to 90 days											0				0
91 to 120 days											0				0
Over 120 days											0				0
Total Post Petition											0
Pre Petition Amounts											0
Total Accounts Receivable										$	0
Less:  Bad Debt Reserve											0
Net Accounts Receivable (to Form 2-C)										$	0
											Total Post Petition
											Accounts Payable			$	0
* Attach a detail listing of accounts receivable and post-petition accounts payable
SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
					Month-end		Current		Paid in
					Retainer		Month’s		Current		Date of				Month-end
					Balance		Accrual		Month		Court Approval				Balance Due *
Debtor’s Counsel				$	0	$	0	$	0					$	0
Senior Secured Lender
	Counsel				0		0		0						0
Counsel for Unsecured
	Creditors’ Committee				0		0		0						0
Trustee’s Counsel					0		0		0						0
Accountant					0		0		0						0
Other:					0		0		0						0
Total				$	0	$	0	$	0					$	0
*Balance due to include fees and expenses incurred but not yet paid.
SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**
Payee Name					Position				Nature of Payment					Amount
														$
**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner,
partner, shareholder, officer or director.															Page 2 of 2

 

 

DEBTOR:			Dakota Plains Sand, LLC						CASE NO:		16-43715
Form 2-F
QUARTERLY FEE SUMMARY *
					For the Month Ended:		1/31/17
					Cash		Quarterly				Date
Month		Year			Disbursements **		Fee Due		Check No.		Paid
January		2016		$	0
February		2016			0
March		2016			0
	TOTAL 1st Quarter			$	0	$
April		2016		$	0
May		2016			0
June		2016			0
	TOTAL 2nd Quarter			$	0	$
July		2016		$	0
August		2016			0
September		2016			0
	TOTAL 3rd Quarter			$	0	$
October		2016		$	0
November		2016			0
December		2016			0
	TOTAL 4th Quarter			$	0	$
FEE SCHEDULE
Quarterly Disbursements				Fee			Quarterly Disbursements				Fee
$0 to $14,999				$325			$1,000,000 to $1,999,999				$6,500
$15,000 to $74,999				$650			$2,000,000 to $2,999,999				$9,750
$75,000 to $149,999				$975			$3,000,000 to $4,999,999				$10,400
$150,000 to $224,999				$1,625			$5,000,000 to $14,999,999				$13,000
$225,000 to $299,999				$1,950			$15,000,000 to $29,999,999				$20,000
$300,000 to $999,999				$4,875			$30,000,000 or more				$30,000
*	This summary is to reflect the current calendar year’s information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
											Page 1 of 1

 

 

	DEBTOR:	Dakota Plains Sand, LLC						CASE NO:	16-43715
Form 2-G
NARRATIVE
For Period Ending        1/31/17
	Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors,
	or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in
	the financial statements, and any significant changes in the financial condition of the debtor which have occurred
	subsequent to the report date.
	Dakota Plains Sand, LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the “Parent Company”).  The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company.  There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.
										Page 1 of 1

 

 

DEBTOR:	Dakota Plains Marketing, LLC		MONTHLY OPERATING REPORT
			CHAPTER 11
CASE NUMBER:		16-43716

 

Form 2-A
COVER SHEET

 

For Period Ending 1/31/17

 

Accounting Method:     ☒ Accrual Basis     ☐ Cash Basis

 

THIS REPORT IS DUE 21 DAYS AFTER THE END OF THE MONTH
Mark One Box for Each Required Document:	Debtor must attach each of the following reports/documents unless the U. S. Trustee has waived the requirement in writing. Submit the original Monthly Operating Report bearing an original signature, to the U. S. Trustee. A copy of the Report must be  filed with the Clerk of Court. 11 U.S.C. § 704(8)

Report/Document Attached			Previously Waived	REQUIRED REPORTS/DOCUMENTS
☒			☐	1.	Cash Receipts and Disbursements Statement (Form 2-B)
☒			☐	2.	Balance Sheet (Form 2-C)
☒			☐	3.	Profit and Loss Statement (Form 2-D)
☒			☐	4.	Supporting Schedules (Form 2-E)
☒			☐	5.	Quarterly Fee Summary (Form 2-F)
☒			☐	6.	Narrative (Form 2-G)
	N/A		☐	7.	Bank Statements for All Bank Accounts
	N/A		☐	8.	Bank Statement Reconciliations for all Bank Accounts

 

I declare under penalty of perjury that the following Monthly Operating Report, and any attachments thereto are true, accurate and correct to the best of my knowledge and belief.

Executed on:	2/21/17		Print Name:		Martin J Beskow
			Signature:
			Title:		Chief Financial Officer

 

 

DEBTOR:

Dakota Plains Marketing, LLC

CASE NO:

16-43716

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:

1/1/17

to

1/31/17

 

CASH FLOW SUMMARY													Current
													Month			Accumulated
1.	Beginning Cash Balance											$	0	(1)	$	0	(1)
2.	Cash Receipts
		Operations											0			0
		Sale of Assets											0			0
		DIP Financing / Advances											0			0
		Other											0			0
		Total Cash Receipts										$	0		$	0
3.	Cash Disbursements
		Operations											0			0
		DIP Financing Payments											0			0
		Professional Fees / U.S. Trustee Fees											0			0
		Other											0			0
		Total Cash Disbursements										$	0		$	0
4.	Net Cash Flow (Total Cash Receipts less
		Total Cash Disbursements)											0			0
5	Ending Cash Balance (to Form 2-C)											$	0	(2)	$	0	(2)
CASH BALANCE SUMMARY																Book
								Financial Institution								Balance
	Petty Cash							N/A							$	0
	DIP Operating Account							N/A								0
	DIP State Tax Account							N/A								0
	DIP Payroll Account							N/A								0
	Other Operating Account							N/A								0
	Other Interest-bearing Account							N/A								0
	TOTAL (must agree with Ending Cash Balance above)														$	0	(2)

(1)  Accumulated beginning cash balance is the cash available at the commencement of the case.

Current month beginning cash balance should equal the previous month’s ending balance.

Page 1 of 3

(2)  All cash balances should be the same.

 

 

DEBTOR:

Dakota Plains Marketing, LLC

CASE NO:

16-43716

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:

1/1/17

to

1/31/17

  

CASH RECEIPTS DETAIL							Account: N/A
(attach additional sheets as necessary)
	Date			Payer				Description					Amount
	1/31/17			None								$	0
				Total Operations Cash Receipts								$	0
	1/31/17			None								$	0
				Total Sale of Assets								$	0
	1/31/17			None								$	0
				Total DIP Financing / Advances								$	0
	1/31/17			None								$	0
				Total Other Receipts								$	0
								Total Cash Receipts				$	0	(1)

 

(1)  Total for all accounts should agree with total cash receipts listed on Form 2-B, page 1

Page 2 of 3

 

 

DEBTOR:

Dakota Plains Marketing, LLC

CASE NO:

16-43716

Form 2-B

CASH RECEIPTS AND DISBURSEMENTS STATEMENT

For Period:

1/1/17

to

1/31/17

 

CASH DISBURSEMENTS DETAIL								Account: N/A
(attach additional sheets as necessary)
	Date		Check No.		Payee				Description (Purpose)					Amount
	1/31/17				None									0
					Total Operations Cash Disbursements								$	0
	1/31/17				None								$	0
					Total DIP Financing Payments								$	0
	1/31/17				None								$	0
					Total Professional Fees / U.S. Trustee Fees								$	0
	1/31/17				None									0
					Total Other Cash Disbursements								$	0
									Total Cash Disbursements				$	0	(1)

 

(1)  Total for all accounts should agree with total cash disbursements listed on Form 2-B, page 1

Page 3 of 3

 

 

 

DEBTOR:

Dakota Plains Marketing, LLC

CASE NO:

16-43716

Form 2-C

COMPARATIVE BALANCE SHEET

For Period Ended:

1/31/17

 

														Current			Petition
ASSETS														Month			Date (1)
Current Assets:
	Cash (from Form 2-B, line 5)												$	0		$	0
	Accounts Receivable (from Form 2-E)													0			0
	Receivable from Officers, Employees, Affiliates													0			0
	Inventory													0			0
	Other Current Assets :(List)													0			0
														0			0
	Total Current Assets												$	0		$	0
Fixed Assets:
	Land												$	0		$	0
	Building													0			0
	Equipment, Furniture and Fixtures													0			0
	Total Fixed Assets													0			0
	Less:  Accumulated Depreciation												(	0	)	(	0	)
	Net Fixed Assets												$	0		$	0
	Other Assets (List):													0			0
														0			0
	TOTAL ASSETS												$	0		$	0
LIABILITIES
	Post-petition Accounts Payable (from Form 2-E)												$	0		$	0
	Post-petition Accrued Profesional Fees (from Form 2-E)													0			0
	Post-petition Taxes Payable (from Form 2-E)													0			0
	Post-petition Notes Payable													0			0
	Other Post-petition Payable(List):													0			0
														0			0
	Total Post Petition Liabilities												$	0		$	0
Pre Petition Liabilities:
	Secured Debt - Western Petroleum Company													0			0
	Unsecured Debt													0			0
	Total Pre Petition Liabilities												$	0		$	0
	TOTAL LIABILITIES												$	0		$	0
OWNERS’ EQUITY
	Owner’s/Stockholder’s Equity												$	0		$	0
	Retained Earnings - Prepetition													0			0
	Retained Earnings - Post-petition													0			0
	TOTAL OWNERS’ EQUITY												$	0		$	0
	TOTAL LIABILITIES AND OWNERS’ EQUITY												$	0		$	0

 

(1)

Petition date values are taken from the Debtor’s balance sheet as of the petition date or are the values listed on the Debtor’s schedules.

Page 1 of 1

  

 

DEBTOR:

Dakota Plains Marketing, LLC

CASE NO:

16-43716

 

Form 2-D

PROFIT AND LOSS STATEMENT

For Period:

1/1/17

to

1/31/17

 

					Current			Accumulated
					Month			Total (1)
Gross Operating Revenue				$	0		$	0
Less:  Discounts, Returns and Allowances				(	0	)	(	0	)
Net Operating Revenue				$	0		$	0
Cost of Goods Sold					0			0
Gross Profit				$	0		$	0
Operating Expenses
Officer Compensation				$	0		$	0
Selling, General and Administrative					0			0
Rents and Leases					0			0
Depreciation, Depletion and Amortization					0			0
Other (list):					0			0
					0			0
Total Operating Expenses				$	0		$	0
Operating Income (Loss)				$	0		$	0
Non-Operating Income and Expenses
Other Non-Operating Expenses				$	0		$	0
Gains (Losses) on Sale of Assets					0			0
Interest Income					0			0
Interest Expense					0			0
Other Non-Operating Income					0			0
Net Non-Operating Income or (Expenses)				$	0		$	0
Reorganization Expenses
Legal and Professional Fees				$	0		$	0
Other Reorganization Expense					0			0
Total Reorganization Expenses				$	0		$	0
Net Income (Loss) Before Income Taxes				$	0		$	0
Federal and State Income Tax Expense (Benefit)					0			0
NET INCOME (LOSS)				$	0		$	0

 

(1)  Accumulated Totals include all revenue and expenses since the petition date.
		Page 1 of 1

 

 

DEBTOR:

Dakota Plains Marketing, LLC

CASE NO:

16-43716

 

Form 2-E

SUPPORTING SCHEDULES

For Period:

1/1/17

to

1/31/17

 

	POST PETITION TAXES PAYABLE SCHEDULE
					Beginning		Amount		Amount		Date		Check		Ending
					Balance (1)		Accrued		Paid		Paid		Number		Balance
Income Tax Withheld:
	Federal			$	0	$	0	$	0					$	0
	State				0		0		0						0
FICA Tax Withheld					0		0		0						0
Employer’s FICA Tax					0		0		0						0
Unemployment Tax
	Federal				0		0		0						0
	State				0		0		0						0
Sales, Use &
	Excise Taxes				0		0		0						0
Property Taxes					0		0		0						0
Accrued Income Tax:
	Federal				0		0		0						0
	State				0		0		0						0
	Other:				0		0		0						0
TOTALS				$	0	$	0	$	0					$	0

 

(1)  For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report.

 

	INSURANCE SCHEDULE
									Premium
	Carrier				Amount of		Expiration		Paid
					Coverage		Date		Through
Workers’ Compensation		Various		$	12,500,000		3/23/17		2/28/17
General Liability		Various		$	50,000,000		7/30/17		2/28/17
Property (Fire, Theft)		Various		$	46,413,035		12/10/17		2/28/17
Vehicle		Security National		$	1,000,000		12/10/17		2/28/17
Pollution		Berkley-Nautilus		$	10,000,000		5/11/17		2/28/17
D&O		Various		$	20,000,000		3/23/20		3/23/20

 

	Page 1 of 2

 

 

DEBTOR:

Dakota Plains Marketing, LLC

CASE NO:

16-43716

 

Form 2-E 

SUPPORTING SCHEDULES

For Period:

1/1/17

to

1/31/17

 

ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING 

Due		Accounts Receivable				Post Petition Accounts Payable
Under 30 days		$	0			$	0
30 to 60 days			0				0
61 to 90 days			0				0
91 to 120 days			0				0
Over 120 days			0				0
Total Post Petition			0
Pre Petition Amounts			0
Total Accounts Receivable		$	0
Less:   Bad Debt Reserve			0
Net Accounts Receivable (to Form 2-C)		$	0
			Total Post Petition Accounts Payable			$	0

 

* Attach a detail listing of accounts receivable and post-petition accounts payable

 

SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS 

			Month-end Retainer Balance				Current Month’s Accrual				Paid in Current Month			Date of Court Approval		Month-end Balance Due *
Debtor’s Counsel			$	0			$	0			$	0				$	0
Senior Secured Lender Counsel				0				0				0					0
Counsel for Unsecured Creditors’ Committee				0				0				0					0
Trustee’s Counsel				0				0				0					0
Accountant				0				0				0					0
Other:				0				0				0					0
Total			$	0			$	0			$	0				$	0

 

*Balance due to include fees and expenses incurred but not yet paid.  

 

SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES**

Payee Name

Position

Nature of Payment

Amount

$

  

**List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner,
partner, shareholder, officer or director.	Page 2 of 2

 

 

DEBTOR:

Dakota Plains Marketing, LLC

CASE NO:

16-43716

Form 2-F
QUARTERLY FEE SUMMARY *
					For the Month Ended:		1/31/17
					Cash		Quarterly				Date
Month		Year			Disbursements **		Fee Due		Check No.		Paid
January		2016		$	0
February		2016			0
March		2016			0
	TOTAL 1st Quarter			$	0	$
April		2016		$	0
May		2016			0
June		2016			0
	TOTAL 2nd Quarter			$	0	$
July		2016		$	0
August		2016			0
September		2016			0
	TOTAL 3rd Quarter			$	0	$
October		2016		$	0
November		2016			0
December		2016			0
	TOTAL 4th Quarter			$	0	$
FEE SCHEDULE
Quarterly Disbursements				Fee			Quarterly Disbursements				Fee
$0 to $14,999				$325			$1,000,000 to $1,999,999				$6,500
$15,000 to $74,999				$650			$2,000,000 to $2,999,999				$9,750
$75,000 to $149,999				$975			$3,000,000 to $4,999,999				$10,400
$150,000 to $224,999				$1,625			$5,000,000 to $14,999,999				$13,000
$225,000 to $299,999				$1,950			$15,000,000 to $29,999,999				$20,000
$300,000 to $999,999				$4,875			$30,000,000 or more				$30,000
*	This summary is to reflect the current calendar year’s information cumulative to the end of the reporting period
**	Should agree with line 3, Form 2-B.  Disbursements are net of transfers to other debtor in possession bank accounts
Failure to pay the quarterly fee is cause for conversion or dismissal of the chapter 11 case. [11 U.S.C. Sec. 1112(b)(10)]
											Page 1 of 1

 

 

DEBTOR:

Dakota Plains Marketing, LLC

CASE NO:

16-43716

				Form 2-G
				NARRATIVE
				For Period Ending		1/31/17
Please provide a brief description of any significant business and legal actions taken by the debtor, its creditors, or the court during the reporting period, any unusual or non-recurring accounting transactions that are reported in the financial statements, and any significant changes in the financial condition of the debtor which have occurred subsequent to the report date.
Dakota Plains Marketing, LLC is a wholly-owned, subsidiary of Dakota Plains Holdings, Inc. (the “Parent Company”). The results of operations for periods beginning after the December 20, 2016 petition date are reported on a consolidation basis with those of the Parent Company. There were no significant business or legal actions taken by the debtor, its creditors, or the court during the reporting period. There are no significant changes in the financial condition of the debtor which have ocurred subsequent to the report date. There were no unusual or non-recurring accounting transactions that are reported in the financial statements.

 

Page 1 of 1