Dakota Plains Holdings, Inc. Reports Fourth Quarter and Full Year 2012 Financial Results

    Dakota Plains Holdings, Inc. Reports Fourth Quarter and Full Year 2012
                              Financial Results

Adjusted EBITDA for 2012 Increased 110.7% to $11.8 Million

PR Newswire

WAYZATA, Minn., March 14, 2013

WAYZATA, Minn., March 14, 2013 /PRNewswire/ --Dakota Plains Holdings, Inc.
("Dakota Plains" and "DAKP"), (OTC: DAKP) today announced financial results
for the three and twelve months ended December 31, 2012.

Full Year 2012 Operational and Financial Summary

  o2012 marketing volumes increased approximately 526% over 2011 to 7.7
    million barrels sold.
  oTransloading volumes in 2012 increased 37% over 2011 to 7.6 million
    barrels.
  oAdjusted EBITDA was $11.8 million for 2012 representing a 110.7% gain
    compared to 2011.
  oTotal expenses for 2012 were $3.1 million, a 24.4% decrease compared 2011.
  oDakota Plains completed a $6.1 million debt offering, restructuring its
    liabilities and enabling the Company to end the period with positive
    working capital and net cash.
  oThe Company completed the purchase of 124 acres at its New Town facility
    in Mountrail County, North Dakota, increasing the contiguous acreage owned
    to 192 and facilitating a planned expansion of its transloading facility
    during 2013.
  oSub-contracted with a new operations partner for its transloading
    facility, increasing its efficiency in the last few months of 2012.

Craig M. McKenzie, Chairman and Chief Executive Officer, Dakota Plains, said:
"In 2012, our first year as a public company, our company achieved significant
volume increases and turned in an exceptional year of growth. Rapid increases
in Bakken crude oil production, shortfalls in pipeline capacity and the lack
of available new railcars have positioned us as a key provider of crude oil
infrastructure and logistics services in North Dakota's Williston Basin. We
experienced a 526% increase in total barrels marketed during the year,
achieved growth of 37% in our transloading volume, and more than doubled our
EBITDA for the year. We ended the 2012 with an average monthly marketing
volume of 642,000 barrels compared to 204,000 at the end of last year, and we
look forward to another year of significant growth in 2013."

Mr. McKenzie continued, "We are currently in the late stages of planning
another exciting phase of growth for our company which includes bringing
equipment, materials, and other freight into the region by rail to store and
distribute through state-of-the-art facilities. This expansion, when
completed, will further enable us to leverage our resources and generate
attractive returns for our shareholders."

Mr. McKenzie concluded, "We are confident that the long term fundamentals of
our business are strong, and that we are well-positioned to take advantage of
current and new opportunities that continue to emerge in this important
region. We enter 2013 with a strong balance sheet, powerful partnerships, and
continue to see robust demand for our services. We believe that our cash
flow, as we measure in EBITDA, will grow substantially in 2013 to the $25
million to $30 million range, based on only moderate increases in transloading
and trucking volumes."

Full Year 2012 Financial Results

Adjusted EBITDA for the full year ended December 31, 2012 more than doubled to
$11.8 million from $5.6 million in 2011. The increase in Adjusted EBITDA was
due primarily to increased volumes from the company's marketing and
transloading joint ventures. Loss from operations for 2012 declined by 25% to
$2.8 million compared to a loss from operations of $3.7 million for 2011. The
net loss for the full year of 2012 was $2.0 million compared to a net loss of
$3.1 million in 2011. The 2012 net loss was mainly driven by the expense
related to an embedded derivative. This charge was partially offset by the
$14.7 million reported as a gain on extinguishment of debt and by higher
income from the Company's indirect ownership interest in its marketing joint
venture, DPTS Marketing LLC.

Fourth Quarter 2012 Financial Results

Adjusted EBITDA for the fourth quarter of December 31, 2012 was $1.8 million
compared to $3.0 million for the fourth quarter of 2011. The decrease was
primarily due to the decrease in the income from our investments in our joint
ventures for the fourth quarter of 2012. The decrease in the income from our
transloading joint venture was due to an increase in expenses related to the
engagement and implementation of a new contractor to manage the operations.
The loss from operations for the fourth quarter was $0.7 million compared to a
loss from operations of $1.0 million for the fourth quarter of 2011. Net
income for the fourth quarter of 2012 was $10.3 million, or $0.24 per diluted
share compared to a net loss of $2.4 million, or $(0.07) per diluted share in
the fourth quarter of 2011. The net income for the fourth quarter of 2012 was
primarily the result of the gain on the extinguishment of debt realized due to
the restructuring of debt in November.

Balance Sheet Summary

As of December 31, 2012, the company had cash and cash equivalents of $2.3
million, compared to $1.8 million as of December 31, 2011. Working capital as
of December 31, 2012 was $2.3 million compared to a deficit of $1.7 million as
of December 31, 2011. At December 31, 2012, the current ratio was 2.54:1
compared to 0.71:1 as of December 31, 2011. Stockholders' equity was $12.4
million at December 31, 2012, compared to $7.1 million as of December 31,
2011.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP measure. A reconciliation of this measure to its
most directly comparable GAAP measure is included in the accompanying
financial tables found later in this release. Management believes the use of
this non-GAAP financial measure provides useful information to investors to
gain an overall understanding of current financial performance. Specifically,
management believes the non-GAAP results included herein provide useful
information to both management and investors by excluding certain expenses and
gains and losses on the extinguishment of debt that management believes are
not indicative of Dakota Plains' core operating results. In addition, this
non-GAAP financial measure is used by management for budgeting and forecasting
as well as subsequently measuring Dakota Plains' performance, and management
believes it is providing investors with a financial measure that most closely
aligns to its internal measurement processes.

About Dakota Plains Holdings, Inc.

Dakota Plains Holdings, Inc. (OTC: DAKP) is a vertically-integrated, midstream
energy company, which competes through its 50/50 joint ventures with
affiliates of World Fuel Services Corporation (NYSE: INT) and Prairie Field
Services, LLC, to provide customers with crude oil off take services that
include marketing, transloading and trucking of crude oil and related
products. Direct and indirect company assets include a proprietary trucking
fleet, a transloading facility located in Mountrail County, North Dakota,
which is centrally located within the Bakken formation, and 1,100 railroad
tank cars.

Cautionary Note Regarding Forward Looking Statements

This announcement contains forward-looking statements that reflect the current
views of Dakota Plains, including, but not limited to, statements regarding
our future growth and plans for our business and operations. We do not
undertake to update our forward-looking statements. These statements involve
risks and uncertainties. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of lack of
diversification, dependency upon strategic relationships, dependency on a
limited number of major customers, competition for the loading, marketing and
transporting of crude oil and related products, difficulty in obtaining
additional capital that will be needed to implement business plans,
difficulties in attracting and retaining talented personnel, risks associated
with building and operating a transloading facility, changes in commodity
prices and the demand for crude oil and natural gas, competition from other
energy sources, inability to obtain necessary facilities, difficulty in
obtaining crude oil to transport, increases in our operating expenses, an
economic downturn or change in government policy that negatively impacts
demand for our services, penalties we may incur, costs imposed by
environmental laws and regulations, inability to obtain or maintain necessary
licenses, challenges to our properties, technological unavailability or
obsolescence, and future acts of terrorism or war, as well as the threat of
war and other factors described from time to time in the company's reports
filed with the U.S. Securities and Exchange Commission, including the report
on Form 10-K, filed March 14, 2013, as amended and supplemented by subsequent
reports from time to time.

For more information, please contact:
Company Contact         Investor Contact
Tim Brady, CFO          Peter Seltzberg, Hayden IR
tbrady@dakotaplains.com peter@haydenir.com
Phone: 952.473.9950     Phone: 646.415.8972
www.dakotaplains.com    www.haydenir.com

- TABLES FOLLOW -







DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2012 AND 2011
ASSETS
                                                 December 31,
                                                 2012           2011
CURRENT ASSETS
 Cash and Cash Equivalents                     $ 2,340,083   $ 1,753,665
 Prepaid Expenses                              30,632         16,756
 Due from Related Party                        81,175         -
 Deferred Tax Asset                            1,414,000      2,307,000
  Total Current Assets                     3,865,890      4,077,421
PROPERTY AND EQUIPMENT
 Land                                          3,166,849      1,053,576
 Site Development                              2,329,660      2,329,660
 Other Property and Equipment                  45,292         42,075
  Total Property and Equipment             5,541,801      3,425,311
 Less - Accumulated Depreciation               424,833        259,520
  Total Property and Equipment, Net        5,116,968      3,165,791
PREFERRED DIVIDEND RECEIVABLE                  819,178        317,808
INVESTMENT IN DPTS MARKETING LLC               21,905,797     11,996,571
INVESTMENT IN DAKOTA PETROLEUM TRANSPORT                      
SOLUTIONS, LLC
                                                 5,331,599      2,890,280
FINANCE COSTS, NET                             184,225        -
DEFERRED TAX ASSET                             2,441,000      -
  Total Assets                             $ 39,664,657   $ 22,447,871
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
 Accounts Payable                              $   239,674  $    32,616
 Accrued Expenses                              232,905        80,661
 Income Tax Payable                            1,028,000      -
 Derivative Liability                          -              5,540,000
 Deferred Rental Income                        20,679         125,164
  Total Current Liabilities                1,521,258      5,778,441
LONG-TERM LIABILITIES
 Promissory Notes, Net of Debt Discount        25,614,683     9,000,000
 Deferred Rental Income                        165,434        125,163
 Deferred Tax Liability                        -              460,000
  Total Long-Term Liabilities              25,780,117     9,585,163
  Total Liabilities                        27,301,375     15,363,604
STOCKHOLDERS' EQUITY
 Preferred Stock - Par Value $.001; 10,000,000
 Shares Authorized;                             -              -
  None Issued or Outstanding
 Common Stock, Par Value $.001; 100,000,000                    
 Authorized, 41,839,433
  and 37,014,018 issued and outstanding,       41,839         37,014
 respectively
 Additional Paid-In Capital                     17,432,904     10,158,044
 Accumulated Deficit                            (5,111,461)    (3,110,791)
  Total Stockholders' Equity               12,363,282     7,084,267
  Total Liabilities and Stockholders'       $ 39,664,657   $ 22,447,871
 Equity







DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
                                Year Ended December 31,
                                2012             2011             2010
REVENUES
 Rental Income - Related       $  266,483     $  314,581     $  163,427
 Party
OPERATING EXPENSES
 General and Administrative    2,901,907        3,897,066        110,059
 Expenses
 Depreciation and              165,313          159,275          90,929
 Amortization
      Total Operating Expenses 3,067,220        4,056,341        200,988
LOSS FROM OPERATIONS          (2,800,737)      (3,741,760)      (37,561)
OTHER INCOME (EXPENSE)
 Income from Investment in
 Dakota Petroleum Transport     3,511,999        4,236,779        1,117,608
 Solutions, LLC
 Income from Investment in     10,410,596       2,314,279        -
 DPTS Marketing LLC
 Interest Expense (Net of      (29,211,978)     (3,371,812)      1,259
 Interest Income)
 Gain (Loss) on Extinguishment 14,708,909       (4,552,500)      -
 of Debt
 Other Expense                -                (2,777)          -
      Total Other Income        (580,474)        (1,376,031)      1,118,867
      (Expense)
INCOME (LOSS) BEFORE INCOME    (3,381,211)      (5,117,791)      1,081,306
TAXES
INCOME TAX PROVISION           (1,380,541)      (2,007,000)      416,000
(BENEFIT)
NET INCOME (LOSS)             $(2,000,670)     $(3,110,791)     $  665,306
Net Income (Loss) Per Common   $    (0.05)  $    (0.09)  $   
Share – Basic and Diluted                                        0.02
Weighted Average Shares
Outstanding – Basic and         39,792,973       35,214,940       30,122,634
Diluted







DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2012 AND 2011
(UNAUDITED)
                                         Three Months Ended December 31,
                                         2012               2011
REVENUES
 Rental Income - Related Party         $    56,864     $   80,280
OPERATING EXPENSES
 General and Administrative Expense    753,329            1,002,187
 Depreciation and Amortization         41,378             41,130
     Total Operating Expenses           794,707            1,043,317
LOSS FROM OPERATIONS                   (737,843)          (963,037)
OTHER INCOME (EXPENSE)
 Income from Investment in Dakota       921,124            1,548,046
 Petroleum Transport Solutions, LLC
 Income from Investment in DPTS         1,426,968          1,969,769
 Marketing LLC
 Interest Expense (Net of Interest      7,851              (1,888,655)
 Income)
 Gain (Loss) on Extinguishment of Debt 14,708,909         (4,552,500)
 Other Expense                         -                  (1)
     Total Other Income (Expense)       17,064,852         (2,923,341)
INCOME (LOSS) BEFORE INCOME TAXES      16,327,009         (3,886,378)
INCOME TAX PROVISION (BENEFIT)         5,985,000          (1,523,000)
NET INCOME (LOSS)                      $ 10,342,009       $(2,363,378)
Net Income (Loss) Per Common Share –    $            $      (0.07)
Basic                                   0.25
Net Income (Loss) Per Common Share –    $            $      (0.07)
Diluted                                 0.24
Weighted Average Shares Outstanding –   41,109,462         36,029,398
Basic
Weighted Average Shares Outstanding –   42,592,489         36,029,398
Diluted







DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
                                                                         Retained
                                             Additional   Stock         Earnings      Total
                         Common Stock        Paid-In      Subscriptions  (Accumulated  Stockholders'
                         Shares      Amount  Capital      Receivable     Deficit)      Equity
Balance – December 31,   29,766,462  $       $            $  (110,000)  $           $ 1,514,834
2009                                 29,766  1,650,361                  (55,293)
 Sale of Common Shares   700,000     700     541,800      -              -             542,500
 at $0.775 Per Share
 Issuance of Common
 Shares Related to       126,282     126     46,602       -              -             46,728
 Consulting Agreements
 Payment on Subscription -           -       -            110,000        -             110,000
 Receivable
 Net Income              -           -       -            -              665,306       665,306
Balance – December 31,   30,592,744  30,592  2,238,763    -              610,013       2,879,368
2010
 Sale of Common Shares   1,500,000   1,500   3,186,000    -              -             3,187,500
 at $2.125 Per Share
 Sale of Common Shares   500,000     500     1,999,500    -              -             2,000,000
 at $4.00 Per Share
 Issuance of Common
 Shares Related to       2,280,000   2,280   2,161,470    -              -             2,163,750
 Consulting Agreements
 Issuance of Common
 Shares Related to
 AdministrativeServices 2,000       2       4,248        -              -             4,250
 Agreement
 Issuance of Restricted  600,000     600     (600)        -              -             -
 Common Shares
 Issuance of Common
 Shares as a Stock       1,441,774   1,442   (1,442)      -              -             -
 Dividend
 Issuance of Common
 Shares to Board of      40,000      40      84,960       -              -             85,000
 Directors
 Issuance of Common
 Shares for Finance      7,500       8       29,992       -              -             30,000
 Costs
 Cash Dividend Paid      -           -       (1,331,619)  -              (610,013)     (1,941,632)
 Share-Based             -           -       425,756      -              -             425,756
 Compensation
 Issuance of Common
 Shares Pursuant to      50,000      50      14,200       -              -             14,250
 Exercise of Warrants
 Warrants Issue Included -           -       1,346,816    -              -             1,346,816
 in Debt Discount
 Net Loss                -           -       -            -              (3,110,791)   (3,110,791)
Balance – December 31,   37,014,018  37,014  10,158,044   -              (3,110,791)   7,084,267
2011
 Acquisition of MCT      640,200     640     (640)        -              -             -
 Holding Corporation
 Issuance of Common
 Shares Pursuant to      2,386,578   2,387   (2,387)      -              -             -
 Exercise of Warrants
 Share-Based             -           -       477,604      -              -             477,604
 Compensation
 Issuance of Restricted  38,437      38      (38)         -              -             -
 Common Shares
 Issuance of Common
 Shares Pursuant to Debt 1,757,075   1,757   6,130,435    -              -             6,132,192
 Restructure
 Issuance of Common
 Shares to Board of      3,125       3       24,997       -              -             25,000
 Directors
 Warrants Issued
 Included in Debt        -           -       644,889      -              -             644,889
 Discount
 Net Loss                -           -       -            -              (2,000,670)   (2,000,670)
Balance – December 31,   41,839,433  $       $            $         $             $ 12,363,282
2012                                 41,839  17,432,904   -             (5,111,461)







DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 AND 2010
                               Year Ended December 31,
                               2012             2011             2010
CASH FLOWS FROM OPERATING
ACTIVITIES
 Net Income (Loss)           $ (2,000,670)    $(3,110,791)     $  665,306
 Adjustments to Reconcile Net
 Income (Loss) to Net Cash
  Provided by (Used in)
 Operating Activities
 Depreciation and             165,313          159,275          90,929
 Amortization
 Amortization of Debt         58,272           1,346,816        -
 Discount
 Amortization of Finance      10,837           -                -
 Costs
 (Gain) Loss on               (14,708,909)     4,552,500        -
 Extinguishment of Debt
 Loss on Disposal of Property -                2,776            -
 and Equipment
 Loss on Derivative           27,311,802       1,167,500        -
 Liability
 Deferred Income Taxes       (2,412,000)      (2,010,000)      196,000
 Issuance of Common Stock for -                2,168,000        46,728
 Consulting Fees
 Increase (Decrease) in       40,271           (100,546)        225,709
 Deferred Rental Income
 Income from Investment in
 Dakota Petroleum Transport    (3,511,999)      (4,236,779)      (1,117,608)
 Solutions, LLC
 Income from Investment in    (10,410,596)     (2,314,279)      -
 DPTS Marketing LLC
 Non-Cash Rental Income      (42,783)         (80,986)         (20,246)
 Share-Based Compensation    502,604          510,756          -
 Changes in Working Capital
 and Other Items:
  Decrease in Trade         -                -                19,161
 Receivables
  Increase in Prepaid       (13,876)         (16,756)         -
 Expenses
  Increase in Due from      (81,175)         -                -
 Related Party
  Increase (Decrease) in    207,058          (6,184)          8,000
 Accounts Payable
  Increase (Decrease) in    1,028,000        (220,000)        220,000
 Income Taxes Payable
  Increase (Decrease) in    152,244          80,661           (19,147)
 Accrued Expenses
  Increase (Decrease) in    (104,485)        12,310           112,854
 Deferred Rental Income
 Net Cash Provided by
 (Used in) Operating           (3,810,092)      (2,095,727)      427,686
 Activities
CASH FLOWS FROM INVESTING
ACTIVITIES
 Purchases of Property and    (2,116,490)      (788,126)        (1,534,587)
 Equipment
 Cash Paid for Investment in
 Dakota Petroleum Transport    -                -                (50,000)
 Solutions, LLC
 Cash Paid for Investment in  -                (10,000,100)     -
 DPTS Marketing LLC
 Cash Received from Dakota
 Petroleum Transport           1,113,463        1,952,210        659,102
 Solutions, LLC
  Net Cash Used in          (1,003,027)      (8,836,016)      (925,485)
 Investing Activities
CASH FLOWS FROM FINANCING
ACTIVITIES
 Proceeds from Issuance of    -                5,187,500        652,500
 Common Stock
 Proceeds from Exercise of    -                14,250           -
 Warrants
 Repayments of Notes Payable  -                -                (240,000)
 - Related Parties
 Cash Paid for Finance Costs (195,062)        -                -
 Cash Paid for Debt           (45,401)         (150,000)        -
 Extinguishment Costs
 Cash Dividend Paid          -                (1,941,632)      -
 Repayment of Promissory      (500,000)        -                -
 Notes
 Proceeds from Promissory     6,140,000        -                -
 Notes
 Proceeds from Senior         -                3,500,000        -
 Promissory Notes
 Proceeds from Junior         -                5,500,000        -
 Promissory Notes
  Net Cash Provided by      5,399,537        12,110,118       412,500
 Financing Activities
NET INCREASE (DECREASE) IN    586,418          1,178,375        (85,299)
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS –   1,753,665        575,290          660,589
BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS –   $ 2,340,083     $ 1,753,665     $  575,290
END OF PERIOD
Supplemental Disclosure of
Cash Flow Information
 Cash Paid During the Period  $ 1,831,353     $  858,082     $  34,849
 for Interest
 Cash Paid During the Period  $            $  211,220     $      
 for Income Taxes             3,459                             -
 Non-Cash Financing and
 Investing Activities:
  Purchase of Property and
 Equipment Paid Subsequent to  $    30,800   $   30,800    $  73,078
 Period End
  Fair Value of Warrants    $ 1,048,889     $ 1,346,816     $      
 Issued for Debt Discount                                        -
  Payment of Debt           $                          $      
 Extinguishment Costs through    -            $    30,000   -
 Issuance of Common Stock
  Preferred Dividend        $   501,370   $   317,808   $      
 Receivable                                                      -
  Satisfaction of                            $         $      
 Derivative Liability with     $  6,132,192      -             -
 Common Stock
  Promissory Notes Issued                    $         $      
 to Satisfy Derivative         $ 11,965,300       -            -
 Liability
  Loss on Extinguishment of $                          $      
 Debt Related to Derivative      -           $ 4,372,500     -
 Liability





Dakota Plains Holdings, Inc.
Reconciliation of Adjusted EBITDA
               Three Months Ended         Year Ended
               December 31,               December 31,
               2012          2011         2012          2011         2010
Net Income     $ 10,342,009  $            $             $            $ 
(Loss)                       (2,363,378)  (2,000,670)   (3,110,791)  665,306
Add Back:
Income Tax
Provision      5,985,000     (1,523,000)  (1,380,541)   (2,007,000)  416,000
(Benefit)
Depreciation
and            41,378        41,130       165,313       159,275      90,929
Amortization
Share Based
Compensation - 128,644       123,252      502,604       510,756      -
Employees and
Directors
Share Based
Compensation - -             231,921      -             2,168,000    46,728
Consultants
Interest       (7,851)       1,888,655    29,211,978    3,371,812    -
Expense
Loss (Gain) on
Extinguishment (14,708,909)  4,552,500    (14,708,909)  4,552,500    -
of Debt
Adjusted       $            $            $ 11,789,775  $            $
EBITDA         1,780,270     2,951,080                 5,644,552   1,218,963



SOURCE Dakota Plains Holdings, Inc.

Website: http://www.dakotaplains.com
 
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