UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 10, 2012
TRIANGLE PETROLEUM CORPORATION
(Exact name of registrant as specified in charter)
Delaware | 001-34945 | 98-0430762 |
(State or other jurisdiction of | (Commission | (I.R.S. Employer |
incorporation or organization) | file number) | Identification No.) |
1200 17th Street, Suite 2600, Denver, CO 80202
(Address of principal executive offices)
Registrant’s telephone number, including area code: (303) 260-7125
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. | Results of Operations and Financial Condition. |
On December 10, 2012, Triangle Petroleum Corporation (the “Company”) issued a press release announcing its financial results for its third fiscal quarter ended October 31, 2012. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 2.02 of this Current Report and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 99.1 | Press Release, dated December 10, 2012 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 10, 2012 | TRIANGLE PETROLEUM CORPORATION | |
By: | /s/ Jonathan Samuels | |
Jonathan Samuels | ||
President and Chief Executive Officer |
Index to Exhibits
Exhibit | |
Number | Description |
Exhibit 99.1* | Press Release, dated December 10, 2012 |
* Filed herewith.
EXHIBIT 99.1
Triangle Petroleum PROVIDES OPErational update, financial results of THIRD quarter fiscal 2013, and Fiscal year 2014 capital expenditure budget
DENVER – December 10, 2012 – Triangle Petroleum Corporation (“Triangle” or the “Company”) (NYSE MKT:TPLM) today provides an operational update, third quarter fiscal 2013 results for the three-month period ended October 31, 2012 (“Q3”), and its fiscal 2014 capital budget.
Operational Update
· | Exited Q3 with net production estimated at approximately 2,022 Boepd, using a 7-day average, from 10 gross operated wells and the non-operated portfolio |
· | Operating a two-rig program in McKenzie and Williams counties |
· | Two gross operated wells currently being zipper-fracked by RockPile Energy Services (“RPES”) |
― | Two additional gross operated wells waiting on completion |
· | Recent Well Results |
24-Hour Max Rate (Boe / d) | 24-Hour Actual (Boe / d) | 7-day Cum (Boe) | Wellhead pressure (PSI) | County | Frac Stages | Proppant Type | WI% | |
Larsen 157-101-28-33-1H | 1,656 | 833 | 5,145 | 678 | WIL | 31 | 25% Ceramic | 81.7% |
State 154-102-25-36-1H | 1,895 | 1,433 | 7,286 | 1,627 | WIL | 31 | 25% Ceramic | 36.9% |
State 154-102-25-36-3H | 3,660 | 2,617 | 7,837 | 1,160 | WIL | 31 | 25% Ceramic | 36.9% |
Larson 149-100-9-4-2H | 1,392 | 972 | 4,830 | 1,267 | WIL | 31 | 100% Ceramic | 51.4% |
Larson 149-100-9-4-3H | 1,968 | 1,477 | 6,748 | 1,970 | WIL | 31 | 100% Ceramic | 51.0% |
Gustafson 148-100-5-8-1H | 1,488 | 1,075 | (4 days) | 1,547 | MCK | 31 | 100% Ceramic | 55.6% |
· | Approximately 1,600 net operated acres acquired, including 1,200 net acres via swaps, primarily in McKenzie County for an average price of $2,765 per acre |
· | RPES completed five Triangle operated wells and one third-party well (183 stages) |
― | Successfully initiated 24-hour field operations |
― | Completed 62-stage zipper frac in <11 days |
― | Completed first 3rd party, 25-stage well in <42 hours |
― | Generated unconsolidated revenue of $23.9 million |
· | Caliber Midstream commenced construction operations in McKenzie County |
― | Currently setting pipelines for crude oil, natural gas, freshwater and produced water |
― | Broke ground on centralized processing facility |
Results for Third Quarter Fiscal 2013, ending October 31, 2012
· | Q3 total production of 127,783 BOE |
· | Q3 summary Consolidated Statement of Operations |
Three Months Ended October 31, | ||||||||
2012 | 2011 | |||||||
Revenues | ||||||||
Oil and natural gas sales | $ | 10,443,055 | $ | 3,462,471 | ||||
Pressure-pumping services* | 12,530,558 | — | ||||||
Other | 215,791 | — | ||||||
Total Revenues | 23,189,404 | 3,462,471 | ||||||
Costs and Expenses | ||||||||
Oil and gas operating expenses | 2,678,224 | 654,794 | ||||||
Pressure-pumping operating expenses* | 8,881,112 | — | ||||||
Depletion, depreciation and amortization | 3,983,549 | 1,231,817 | ||||||
Stock-based compensation | 1,506,635 | 1,998,586 | ||||||
Other general and administrative expenses | 4,868,285 | 1,819,172 | ||||||
Total operating expenses | 21,917,805 | 5,704,369 | ||||||
Operating Income (Loss) | 1,271,599 | (2,241,898 | ) | |||||
Other Income (Expense) | (54,162 | ) | 102,774 | |||||
Net Income (Loss) | $ | 1,217,437 | $ | (2,139,124 | ) | |||
Noncontrolling interest's net loss share | (224,571 | ) | 28,936 | |||||
Net Income (Loss) Attributable to Common Stockholders | $ | 992,866 | $ | (2,110,188 | ) |
*includes intercompany eliminations; reference footnote 3 in our Q3 Form 10-Q for additional details
· | 3Q EBITDA of $6.8 million |
· | October 31, 2012, cash position of approximately $45.0 million |
· | October 31, 2012 undrawn credit facility borrowing base of $52.5 million (next re-determination in January, 2013) |
· | Internal reserve assessment indicates 8,279 Mboe of proved reserves, 86% crude oil |
Fiscal 2014 Capital Budget Outlook
Triangle’s fiscal 2014 capital expenditure budget totals $190 million, consisting of $161 million for exploration and production (“E&P”) activities and $29 million for other items, including Caliber Midstream and RPES. The budgeted allocations are as follows:
· | $128 million of development capital for the Triangle operated 2-rig program |
· | $27 million for the non-operated portfolio |
· | $15 million for the construction of infrastructure assets |
· | $6 million for expanding and maintaining Triangle’s acreage position |
· | $5 million for RPES for equipment and facilities expansion |
· | $9 million for other capital expenditure items (e.g. additional land spend and infrastructure) |
About Triangle
Triangle (NYSE MKT:TPLM) is a growth oriented energy company with a current strategic focus on developing the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. Triangle has acquired approximately 86,000 net acres in the Williston Basin. For more information, visit Triangle’s website at www.trianglepetroleum.com.
Conference Call Information
As previously announced, Triangle will host a conference call today, December 10, 2012, at 8:30 AM MST (10:30 AM EST) to provide an operational update and Q3 financial results, followed immediately by a question and answer session. Interested parties may dial-in using the conference call number (866) 831-6247 (participant passcode # 57347435). International parties may dial-in using (617) 213-8856. A recording of the conference call will be available through December 13, 2012 at (888) 286-8010 (participant passcode # 95037695). For international participants, the encore dial-in number is (617) 801-6888 (participant passcode # 95037695).
Forward-Looking Statements Disclosure
Certain statements in this press release regarding strategic plans, expectations and objectives for future operations or results are "forward-looking statements" as defined by the Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements, including the risks discussed in the Company's annual report on Form 10-K and the Company's other filings with the Securities and Exchange Commission. Factors that could cause differences include, but are not limited to, history of losses; speculative nature of oil and natural gas exploration, particularly in the Bakken Shale and Three Forks formations on which the Company is focused; changes in estimates of proved reserves; substantial capital requirements and inability to access additional capital; reductions in the borrowing base under the Company's credit facility; reallocations or reductions in the fiscal 2014 capital budget; inability to meet the drilling schedule; changes in tax regulations applicable to the oil and natural gas industry; results of acquisitions; relationships with partners and service providers; inability to acquire additional leasehold interests or other oil and natural gas properties; defects in title to the Company's oil and natural gas interests; inability to manage growth in the Company's businesses, including the business of RockPile Energy Services and Caliber Midstream; inability to control properties that the Company does not operate; lack of diversification; competition in the oil and natural gas industry; global financial conditions; oil and natural gas realized prices; future production and development costs; inability to market and distribute oil and natural gas produced; delays or complications in Caliber Midstream’s construction operations; seasonal weather conditions; government regulation of the oil and natural gas industry, including potential regulations affecting hydraulic fracturing and environmental regulations such as climate change regulations; aboriginal claims; uninsured or underinsured risks; the effect of the Company’s commodity derivative instruments; and material weakness in internal accounting controls. The forward-looking statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise.
Contact
Triangle Petroleum Corporation
Mike Grijalva, VP of Capital Markets
303-260-7125
info@trianglepetroleum.com