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8-K/A - AMENDMENT #1 TO FORM 8-K DATED DECEMBER 5, 2014 - DAKOTA PLAINS HOLDINGS, INC.dakota150595_8ka.htm
EX-99.2 - UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS - DAKOTA PLAINS HOLDINGS, INC.dakota150595_ex99-2.htm

Exhibit 99.1

DAKOTA PLAINS HOLDINGS, INC.

Unaudited Financial Statements of the Acquired Companies

For the Nine-Month Period Ended September 30, 2014

 

On December 5, 2014, Dakota Plains Holdings, Inc. (“DAKP”, “our” or “we”) entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with Dakota Plains Transloading, LLC (“Dakota Plains Transloading”), Dakota Plains Sand, LLC (“Dakota Plains Sand”), Dakota Plains Marketing, LLC (“Dakota Plains Marketing”) and Petroleum Transport Solutions, LLC (“PTS”).  Pursuant to the Membership Interest Purchase Agreement, in exchange for $43 million and the Operational Override, as defined below (1) Dakota Plains Transloading, our wholly-owned subsidiary, acquired all of the limited liability company membership interests of Dakota Petroleum Transport Solutions, LLC owned by PTS, (2) Dakota Plains Sand, our wholly-owned subsidiary, acquired all of the limited liability company membership interests of DPTS Sand, LLC owned by PTS and (3) Dakota Plains Marketing, our wholly-owned subsidiary, acquired all of the limited liability company membership interests of DPTS Marketing LLC owned by PTS.  As a result of such transactions, Dakota Plains Transloading became the sole member of Dakota Petroleum Transport Solutions, LLC, Dakota Plains Sand became the sole member of DPTS Sand, LLC and Dakota Plains Marketing became the sole member of DPTS Marketing LLC.

 

In addition to $43 million in cash paid to PTS at closing, we agreed to pay to PTS an amount equal to $0.225 per barrel of crude oil arriving at the current transloading facility located on the DAKP property in New Town, North Dakota, up to a maximum of 80,000 barrels of crude oil per day (for a per day maximum payment of Eighteen Thousand Dollars ($18,000)) through December 31, 2026 (the “Operational Override”).  In the event such Operational Override payments, in the aggregate, are less than $10 million, we are obligated to pay PTS the difference on or before January 31, 2027.  Alternatively, at any time we may pay PTS an amount equal to the then-present value (using a nine percent (9%) discount rate) of remaining Operational Override payments assuming maximum volume for the period between the pre-payment date and December 31, 2026.  If we elect to make such early payment, we will have no further obligation related to the Operational Override.

 

The Membership Interest Purchase Agreement contains certain representations, warranties, covenants and indemnification obligations of the parties.

 

In connection with the Membership Interest Purchase Agreement, we entered into an Indemnification and Release Agreement dated December 5, 2014, with World Fuel Services Corporation (“WFS”) (the “Indemnification and Release Agreement”). Pursuant to the Indemnification and Release Agreement, WFS, on behalf of itself and its direct and indirect subsidiaries, agreed to indemnify DAKP, Dakota Petroleum Transport Solutions, LLC, DPTS Marketing LLC, and each of their respective officers, managers, directors, employees, affiliates, members, and stockholders, for third party claims in connection with, relating to, or otherwise arising from the train car derailment that occurred in Lac-Mégantic, Quebec, on July 6, 2013 (the “Derailment”). In addition, DAKP, Dakota Plains Transloading and Dakota Plains Marketing, on behalf of itself and each such entity’s direct and indirect subsidiaries, agreed to indemnify WFS and WFS’s officers, managers, directors, employees, affiliates, members, and stockholders for (i) fifty percent (50%) of the documented out-of-pocket costs and expenses incurred by any WFS party as a result of or arising out of certain obligations to railcar lessors; and (ii) fifty percent (50%) of the documented out-of-pocket defense costs and legal expenses incurred by any WFS party in connection with the Derailment. DAKP’s and its affiliates’ total exposure under the indemnification is limited to $10 million in the aggregate. All of the indemnification obligations are net of any insurance proceeds received. To support its indemnification obligations, DAKP placed $3 million in escrow.

 

In connection with the indemnification, each of DAKP and WFS, on its behalf and on behalf of its affiliates, released the other party and its affiliates from any claims arising in connection with the Derailment, other than those for which indemnification is provided under the Indemnification and Release Agreement.

 


 

Pursuant to a Guaranty and Security Agreement, dated December 5, 2014 (the “Seller Guaranty and Security Agreement”), made by Dakota Plains Transloading, Dakota Plains Sand, Dakota Plains Marketing, DAKP and certain subsidiaries of DAKP, DAKP’s obligations under Section 2.2(b) of the Membership Interest Purchase Agreement in respect of the Operational Override, DAKP’s obligations in the Indemnification and Release Agreement and the obligations of DPTS Marketing under five Amended and Restated Railcar Sublease Agreements between DPTS Marketing and Western Petroleum Company are guaranteed by Dakota Plains Transloading, Dakota Plains Sand, Dakota Plains Marketing, DAKP and certain subsidiaries of DAKP, and are secured by a second priority lien in all of the assets of such parties.

 

The acquisition was funded through cash on hand, proceeds from the recent dissolution of our marketing and trucking joint ventures and a $57.5 million credit facility provided pursuant to a Revolving Credit and Term Loan Agreement, dated December 5, 2014 (the “Credit Agreement”), by and among Dakota Plains Transloading, Dakota Plains Sand, Dakota Plains Marketing, DAKP, the lenders that become from time to time party thereto (the “Lenders”), and SunTrust Bank, as administrative agent for the lenders party from time to time thereto (the “Administrative Agent”).  Pursuant to the terms of the Credit Agreement, the Lenders will extend revolving credit facilities from time to time and term loans to Dakota Plains Transloading, Dakota Plains Sand and Dakota Plains Marketing (the “Borrowers”) to provide (i) funds for the closing in connection with the Membership Interest Purchase Agreement; (ii) refinancing for existing indebtedness; (iii) funds for future permitted acquisitions; (iv) funds for the Borrowers’ working capital and capital expenditures, and for other general corporate purposes; and (v) other permitted purposes.

 

The Credit Agreement provides for a revolving credit facility of $20 million (the “Revolving Loan Facility”) and one or more tranches of term loans in the aggregate amount of $37.5 million (the “Term Loans” and together with the Revolving Loan Facility, the “Credit Facility”).  A portion of the Revolving Loan Facility is available for the issuance of letters of credit, and the making of any such issuance of letters of credit will reduce the amount available under the Revolving Loan Facility.

 

The Revolving Loan Facility matures on December 5, 2017. All borrowings under the Revolving Loan Facility must be repaid in full upon maturity. Outstanding borrowings under the Revolving Loan Facility may be re-borrowed and repaid without penalty.  The first tranche of Term Loans is payable in quarterly installments with the first payment due on March 31, 2015 and a maturity date of December 5, 2017.  Repayment of the second tranche of Term Loans is due on December 5, 2015. Under the terms of the Credit Agreement, the Borrowers have the right to increase the commitments to the Revolving Loan Facility and/or the Term Loans in an aggregate amount not to exceed (x) $25,000,000 (such increased commitments, “Tranche B Replacement Commitments”) plus (y) solely after the full amount of all Tranche B Replacement Commitments have been made, $40,000,000, at any time on or before the final maturity date of the relevant facility. In such event, among other conditions, any new lenders would be approved by the Administrative Agent, and the Borrowers would be required to satisfy all conditions to credit extensions in the Credit Agreement, including by being in pro forma compliance with all financial covenants and delivering certain documents, opinions and certificates to the Administrative Agent in connection with the increased commitments.

 

Following are the unaudited financial statements of the acquired companies for the nine-month period ended September 30, 2014.


DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC
UNAUDITED STATEMENT OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

 

 

 

 

 

REVENUES

 

 

 

 

Transloading Revenue

 

$

19,103,521

 

 

 

 

 

 

COST OF GOODS SOLD

 

 

5,790,010

 

(exclusive of items shown separately below)

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

General and Administrative Expenses

 

 

1,749,537

 

Depreciation and Amortization

 

 

3,084,093

 

Total Operating Expenses

 

 

4,833,630

 

 

 

 

 

 

NET INCOME

 

$

8,479,881

 



DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC
UNAUDITED BALANCE SHEET
SEPTEMBER 30, 2014

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash and Cash Equivalents

 

$

4,457,943

 

Trade Receivables

 

 

1,611,620

 

Other Current Assets

 

 

86,939

 

Due from Related Party

 

 

848,520

 

Other Receivables

 

 

13,720

 

Total Current Assets

 

 

7,018,742

 

PROPERTY AND EQUIPMENT

 

 

 

 

Site Development

 

 

3,521,526

 

Terminal

 

 

21,105,863

 

Machinery

 

 

17,836,465

 

Construction in Progress

 

 

34,357

 

Other Property and Equipment

 

 

11,610,527

 

Total Property and Equipment

 

 

54,108,738

 

Less - Accumulated Depreciation

 

 

4,289,973

 

Total Property and Equipment, Net

 

 

49,818,765

 

 

 

 

 

 

OTHER ASSETS

 

 

409,300

 

 

 

 

 

 

Total Assets

 

$

57,246,807

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts Payable

 

$

2,416,837

 

Accounts Payable - Related Parties

 

 

297,974

 

Total Current Liabilities

 

 

2,714,811

 

 

 

 

 

 

Total Liabilities

 

 

2,714,811

 

 

 

 

 

 

MEMBERS’ EQUITY

 

 

54,531,996

 

 

 

 

 

 

Total Liabilities and Members’ Equity

 

$

57,246,807

 



DAKOTA PETROLEUM TRANSPORT SOLUTIONS, LLC
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net Income

 

$

8,479,881

 

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities

 

 

 

 

Depreciation and Amortization

 

 

3,103,019

 

Non-cash Member Contributions, Rental Expense

 

 

29,370

 

Changes in Working Capital and Other Items

 

 

 

 

Increase in Trade Receivables

 

 

(1,611,620

)

Decrease in Other Receivables

 

 

55,176

 

Decrease in Other Current Assets

 

 

394,200

 

Decrease in Due from Related Party

 

 

1,991,772

 

Decrease in Accounts Payable

 

 

(289,760

)

Increase in Accounts Payable, Related Party

 

 

262,095

 

Increase in Other Assets

 

 

(125,000

)

Net Cash Provided by Operating Activities

 

 

12,289,133

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

Purchases of Property and Equipment

 

 

(9,629,067

)

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

Cash Distributions Paid to Members

 

 

(5,123,387

)

 

 

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(2,463,321

)

 

 

 

 

 

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD

 

 

6,921,264

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS – END OF PERIOD

 

$

4,457,943

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

Cash Paid During the Period for Interest

 

$

-

 

Cash Paid During the Period for Income Taxes

 

$

-

 

 

 

 

 

 

Non-Cash Financing and Investing Activities:

 

 

 

 

Purchase of Property and Equipment Paid Subsequent to Period End

 

$

882,153

 



DPTS MARKETING LLC
UNAUDITED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

 

 

 

 

 

REVENUES

 

 

 

 

Trading Commission Income

 

$

41,637,411

 

 

 

 

 

 

COST OF GOODS SOLD

 

 

41,469,548

 

(exclusive of items shown separately below)

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

General and Administrative Expenses

 

 

2,745,601

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(2,577,738

)

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

Other Expense, Net

 

 

(10,225

)

 

 

 

 

 

NET LOSS

 

$

(2,587,963

)



DPTS MARKETING LLC
UNAUDITED BALANCE SHEET
SEPTEMBER 30, 2014

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash and Cash Equivalents

 

$

27,501,495

 

Trade Receivables

 

 

19,945

 

Other Current Assets

 

 

5,602,193

 

Total Current Assets

 

 

33,123,633

 

 

 

 

 

 

Total Assets

 

$

33,123,633

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts Payable

 

$

8,115,137

 

Accrued Expenses

 

 

1,252,054

 

Accounts Payable - Related Parties

 

 

4,174,674

 

Total Current Liabilities

 

 

13,541,865

 

 

 

 

 

 

Total Liabilities

 

 

13,541,865

 

 

 

 

 

 

MEMBERS’ EQUITY

 

 

19,581,768

 

 

 

 

 

 

Total Liabilities and Members’ Equity

 

$

33,123,633

 



DPTS MARKETING LLC
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net Loss

 

$

(2,587,963

)

Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities

 

 

 

 

Increase in Trade Receivables

 

 

(19,945

)

Decrease in Prepaid Fuel and Expenses

 

 

188,150

 

Decrease in Other Current Assets

 

 

487

 

Increase in Accounts Payable

 

 

855,397

 

Decrease in Accounts Payable - Related Parties

 

 

(735,811

)

Due to/Due from Trading Member

 

 

11,747,006

 

Net Cash Provided by Operating Activities

 

 

9,447,321

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

 

9,447,321

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD

 

 

18,054,174

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS – END OF PERIOD

 

$

27,501,495

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

Cash Paid During the Period for Interest

 

$

-

 

Cash Paid During the Period for Income Taxes

 

$

-

 



DPTS SAND, LLC
UNAUDITED STATEMENT OF INCOME
FOR THE PERIOD FROM JUNE 1, 2014 (DATE OF INCEPTION)
THROUGH SEPTEMBER 30, 2014

 

 

 

 

 

REVENUES

 

 

 

 

Sand Revenue

 

$

733,355

 

 

 

 

 

 

COST OF GOODS SOLD

 

 

343,723

 

(exclusive of items shown separately below)

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

General and Administrative Expenses

 

 

7,310

 

 

 

 

 

 

NET INCOME

 

$

382,322

 



DPTS SAND, LLC
UNAUDITED BALANCE SHEET
SEPTEMBER 30, 2014

 

 

 

 

 

ASSETS

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash and Cash Equivalents

 

$

225,045

 

Trade Receivables

 

 

248,893

 

Total Current Assets

 

 

473,938

 

 

 

 

 

 

Total Assets

 

$

473,938

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Accounts Payable

 

$

89,616

 

Total Current Liabilities

 

 

89,616

 

 

 

 

 

 

Total Liabilities

 

 

89,616

 

 

 

 

 

 

MEMBERS’ EQUITY

 

 

384,322

 

 

 

 

 

 

Total Liabilities and Members’ Equity

 

$

473,938

 



DPTS SAND, LLC
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JUNE 1, 2014 (DATE OF INCEPTION)
THROUGH SEPTEMBER 30, 2014

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net Income

 

$

382,322

 

Adjustments to Reconcile Net Income to Net Cash

 

 

 

 

Provided by Operating Activities

 

 

 

 

Increase in Trade Receivables

 

 

(248,893

)

Increase in Accounts Payable

 

 

89,616

 

Net Cash Provided by Operating Activities

 

 

223,045

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

Capital Contributions

 

 

2,000

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

 

225,045

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD

 

 

-

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS – END OF PERIOD

 

$

225,045

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

Cash Paid During the Period for Interest

 

$

-

 

Cash Paid During the Period for Income Taxes

 

$

-