Dakota Plains Holdings, Inc. Reports First Quarter 2013 Financial Results

  Dakota Plains Holdings, Inc. Reports First Quarter 2013 Financial Results

Positive Earnings as Crude Oil Volumes Grow Across All Segments

Expansion of Pioneer Crude By Rail Terminal on Schedule

PR Newswire

WAYZATA, Minn., May 9, 2013

WAYZATA, Minn., May 9, 2013 /PRNewswire/ -- Dakota Plains Holdings, Inc.
("Dakota Plains" and "DAKP"), (OTC: DAKP), a provider of crude oil midstream
services that include marketing, transloading and trucking in the Bakken
region, today announced financial results for the three months ended March 31,
2013.

First Quarter 2013 Operational and Financial Highlights

  oNet Income was $0.6 million compared to a loss of $(15.9) million for the
    same period in 2012.
  oAdjusted EBITDA was $2.4 million compared sequentially to $1.8 million and
    $2.4 million for the same period in 2012.
  oJV transloading volumes were 2.4 million barrels of oil, an increase of
    15% sequentially and 45% compared to the same period in 2012.
  oJV marketing volumes were 2.6 million barrels of oil, an increase of 30%
    sequentially and 75% compared to the same period in 2012.
  oJV trucking volumes, which commenced in the fourth quarter of 2012, were
    1.1 million barrels of oil.
  oThe Pioneer Terminal expansion commenced on March 25 and will increase the
    throughput capacity to 80,000 barrels per day by year-end 2013.
  oRestricted cash totals $29 million, a portion of which will be utilized
    for funding of the Pioneer Terminal expansion.

Chairman and Chief Executive Officer, Craig McKenzie, said, "Demand for the
Company's three business segments continues to exceed our expectations. The
first quarter operational performance was our best to date, and our fifth
consecutive quarter of growth. Our trucking segment continues to build scale
with our fleet expanding in the quarter to 14 trucks. Profit contribution for
transloading and trucking met expectations, while marketing was below our
historic average. With Pioneer on track for year-end, we will expand
throughput capacity by 2014 and be well-positioned for additional lines of
business at the terminal."

First Quarter 2013 Financial Results
The Company experienced net income of $0.6 million for the three months ended
March 31, 2013, compared to a net loss of $(15.9) million for the three months
ended March 31, 2012. Net income for the first quarter was driven by an
increase in throughput crude oil volumes. The net loss for the three months
ended March 31, 2012 was primarily due to higher interest expense related to
the change in fair value of the additional payment provision in the Company's
outstanding promissory notes.

General and administrative expenses were $1.4 million for the three months
ended March 31, 2013, compared to $0.8 million for the three months ended
March 31, 2012. The increase was primarily due to additional staff hired and
related expenses. Of the $1.4 million expense, non-cash and one-time
provisions represent approximately $0.5 million.

Income from the Company's investment in the transloading joint venture was
$1.4 million for the three months ended March 31, 2013, compared to $1.1
million for the three months ended March 31, 2012. The transloading joint
venture experienced an increase in volume, as first quarter volume was 2.4
million barrels of oil compared to 1.7 million barrels of oil for the three
months ended March 31, 2012, a 45% increase. Cost of revenue was higher due to
the increased volume and the higher fee per barrel by the Company's new
contractor, however this was offset by the reduction in general and
administrative expenses, in particular professional fees. Income from the
Company's investment in the marketing joint venture was $1.8 million for the
three months ended March 31, 2013, compared to $1.9 million for the three
months ended March 31, 2012. Volumes for the marketing joint venture
increased, as first quarter volume was 2.6 million barrels of oil compared to
1.5 million barrels of oil for the three months ended March 31, 2012, a 75%
increase, but margins contracted. Income from the Company's investment in the
trucking joint venture was $62,000 for the three months ended March 31, 2013,
with 1.1 million of barrels hauled. The trucking joint venture increased its
trucking fleet to 14 trucks for the three months ended March 31, 2013. The
trucking joint venture was not operational during the first quarter of 2012.

The Company recognized rental income of $95,000 for the three months ended
March 31, 2013, compared to $80,279 for the three months ended March 31, 2012.
The increase in rental income is due to the June 2012 and January 2013
renegotiations of the lease agreement with Dakota Petroleum Transport
Solutions, LLC.

Adjusted EBITDA for the first quarter ended March 31, 2013 was $2.4 million
compared to $2.4 million for the first quarter of 2012.

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. ("Dakota Plains") (OTC: DAKP) is an 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 1,104 railroad
tank cars.

Dakota Plains is uniquely positioned to exploit crude oil 'export'
opportunities within the Williston Basin of North Dakota and Montana, which is
the largest onshore oil production source in North America, where the lack of
available pipeline capacity provides a long-term and increasing surplus of
crude oil available for core business of the company.

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 our annual
report on Form 10-K, filed March 14, 2013, as may be 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
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2013, AND DECEMBER 31, 2012
ASSETS
                                      March 31,           December 31,
                                      2013                 2012
CURRENT ASSETS
Cash and Cash Equivalents            $              $    2,340,083
                                      658,396
Accounts Receivable                  42,883               -
Prepaid Expenses                     326,714              30,632
Due from Related Party               61,742               81,175
Deferred Tax Asset                   1,334,000            1,414,000
Total Current Assets                 2,423,735            3,865,890
PROPERTY AND EQUIPMENT
Land                                 3,166,849            3,166,849
Site Development                     2,308,114            2,329,660
Other Property and Equipment         103,520              45,292
Total Property and Equipment         5,578,483            5,541,801
Less - Accumulated Depreciation      465,817              424,833
Total Property and Equipment, Net    5,112,666            5,116,968
PREFERRED DIVIDEND RECEIVABLE        941,096              819,178
INVESTMENT IN DPTS MARKETING LLC     23,550,442           21,905,797
INVESTMENT IN DAKOTA PETROLEUM       6,712,683            5,331,599
TRANSPORT SOLUTIONS, LLC
INVESTMENT IN DAKOTA PLAINS          62,055               -
SERVICES, LLC
FINANCE COSTS, NET                   167,970              184,225
DEFERRED TAX ASSET                   2,264,000            2,441,000
Total Assets                         $    41,234,647  $   39,664,657
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable                     $              $     239,674
                                      571,235
Accounts Payable - Related Party     21,546               -
Accrued Expenses                     156,243              232,905
Income Taxes Payable                 1,110,000            1,028,000
Deferred Rental Income               19,785               20,679
Promissory Notes                     4,605,300            -
Total Current Liabilities            6,484,109            1,521,258
LONG-TERM LIABILITIES
Promissory Notes, Net of Debt        21,096,791           25,614,683
Discount
Deferred Rental Income               154,932              165,434
Deferred Tax Liability               -                    -
Total Long-Term Liabilities          21,251,723           25,780,117
Total Liabilities                    27,735,832           27,301,375
STOCKHOLDERS' EQUITY
Preferred Stock - Par Value $.001;
10,000,000 Shares Authorized; None    -                    -
Issued or Outstanding
Common Stock - Par Value $.001;
100,000,000 Shares Authorized;        42,378               41,839
42,378,496 and 41,839,433 Issued and
Outstanding, Respectively
Additional Paid-In Capital           17,979,001           17,432,904
Accumulated Deficit                  (4,522,564)          (5,111,461)
Total Stockholders' Equity           13,498,815           12,363,282
Total Liabilities and Stockholders'  $    41,234,647  $   39,664,657
Equity



DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2013, AND 2012
                                  Three Months Ended
                                  March 31,
                                  2013                  2012
REVENUES
Rental Income - Related Party    $               $       80,279
                                  95,199
OPERATING EXPENSES
General and Administrative       1,444,391             759,452
Expenses
Depreciation and Amortization    40,984                41,217
Total Operating Expenses         1,485,375             800,669
LOSS FROM OPERATIONS             (1,390,176)           (720,390)
OTHER INCOME (EXPENSE)
Income from Investment in
Dakota Petroleum Transport        1,414,260             1,066,632
Solutions, LLC
Income from Investment in DPTS   1,766,563             1,888,727
Marketing LLC
Income from Investment in        62,055                -
Dakota Plains Services, LLC
Interest Expense (Net of         (890,805)             (27,580,244)
Interest Income)
Total Other Income (Expense)     2,352,073             (24,624,885)
INCOME (LOSS) BEFORE TAXES      961,897               (25,345,275)
INCOME TAX EXPENSE (BENEFIT)     373,000               (9,475,400)
NET INCOME (LOSS)                $      588,897  $  (15,869,875)
Net Income (Loss) Per Common     $             $        (0.43)
Share – Basic                     0.01
Net Income (Loss) Per Common     $             $        (0.43)
Share – Diluted                   0.01
Weighted Average Shares          41,418,606            37,237,143
Outstanding - Basic
Weighted Average Shares          42,827,077            37,237,143
Outstanding - Diluted



DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2013, AND 2012
                                  Three Months Ended
                                  March 31,
                                  2013                   2012
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Income (Loss)                $    588,897        $(15,869,875)
Adjustments to Reconcile Net
Income (Loss) to Net Cash Used in
Operating Activities
Depreciation and Amortization    40,984                 41,217
Amortization of Debt Discount    87,408                 -
Amortization of Finance Costs    16,255                 -
Loss on Derivative Liability     -                      27,311,800
Deferred Income Taxes            257,000                (9,478,000)
Share-Based Consulting Fees      130,769                -
Increase in Deferred Rental      (21,273)               (31,290)
Income
Income from Investment in Dakota
Petroleum Transport Solutions,    (1,414,260)            (1,066,632)
LLC
Income from Investment in DPTS   (1,766,563)            (1,888,727)
Marketing LLC
Income for Investment in Dakota  (62,055)               -
Plains Services, LLC
Non-Cash Rental Income           (3,875)                (20,247)
Share-Based Compensation         420,890                81,638
Changes in Working Capital and
Other Items:
Increase in Accounts Receivable  (42,883)               -
Increase in Prepaid Expenses     (201,105)              (122,942)
Decrease in Due from Related     19,433                 -
Party
Increase in Accounts Payable     362,361                450,338
Increase in Accounts Payable -   21,546                 -
Related Party
Increase in Income Taxes Payable 82,000                 -
Decrease in Accrued Expenses     (176,662)              (70,331)
Decrease in Deferred Rental      (894)                  -
Income
Net Cash Used In Operating       (1,662,027)            (663,051)
Activities
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchases of Property and        (67,482)               (3,199)
Equipment
Cash Received from Dakota
Petroleum Transport Solutions,    47,822                 982,718
LLC
Net Cash Used In Investing       (19,660)               979,519
Activities
NET INCREASE IN CASH AND CASH    (1,681,687)            316,468
EQUIVALENTS
CASH AND CASH EQUIVALENTS –      2,340,083              1,753,665
BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS – END  $    658,396        $  2,070,133
OF PERIOD
Supplemental Disclosure of Cash
Flow Information
Cash Paid During the Period for  $    787,225        $    268,515
Interest
Cash Paid During the Period for  $     34,000       $      2,600
Income Taxes
Non-Cash Financing and Investing
Activities:
Purchase of Property and
Equipment Paid Subsequent to      $          -  $     32,846
Period End
Fair Value of Warrants Issued    $    208,663        $          -
for Consulting Fees
Preferred Dividend Receivable    $    121,918        $    124,658



DAKOTA PLAINS HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2013, AND THE YEAR ENDED
DECEMBER 31, 2012
                                                  Retained
                                     Additional   Earnings      Total
                Common Stock         Paid-In      (Accumulated  Stockholders'
                Shares      Amount   Capital      Deficit)      Equity
Balance -                                         $ 
December 31,    37,014,018  $37,014  $10,158,044  (3,110,791)   $  7,084,267
2011
Acquisition of
MCT Holding     640,200     640      (640)        -             -
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     1,757,075   1,757    6,130,435    -             6,132,192
Debt
Restructure
Issuance of
Common Shares   3,125       3        24,997       -             25,000
to Board of
Directors
Warrants Issued
Included in     -           -        644,889      -             644,889
Debt Discount
Net Loss        -           -        -            (2,000,670)   (2,000,670)
Balance -
December 31,    41,839,433  41,839   17,432,904   (5,111,461)   12,363,282
2012
Share-Based     -           -        287,973      -             287,973
Compensation
Issuance of
Restricted      526,563     527      (527)        -             -
Common Shares
Issuance of
Shares to       12,500      12       49,988       -             50,000
Executive
Issuance of
Warrants
Pursuant to     -           -        208,663      -             208,663
Consulting
Agreements
Net Income      -           -        -            588,897       588,897
Balance - March 42,378,496  $42,378  $17,979,001  $            $ 13,498,815
31, 2013                                          (4,522,564)



NON-GAAP FINANCIAL MEASURES
ADJUSTED EBITDA
                                                   Three Months Ended
                                                   March 31,
                                                   2013         2012
Net Income (Loss)                                  $ 588,897    $ (15,869,875)
Add Back:
Income Tax Provision (Benefit)                       373,000      (9,475,400)
Depreciation and Amortization                        40,984       41,217
Share Based Compensation - Employees and Directors   420,890      81,638
Share Based Compensation - Consultants               130,769      -
Interest Expense                                     890,805      27,580,244
Adjusted EBITDA                                    $ 2,445,345  $ 2,357,824

SOURCE Dakota Plains Holdings, Inc.

Website: http://www.dakotaplains.com
 
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