8-K

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):April 13, 2015

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:
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On  April 13, 2015,the Companyissued a press release announcing its financial results for its fourth fiscal quarter and year ended January 31, 2015. 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 on Form 8-K and in Exhibit 99.1attached 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 in Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release,  dated April 13, 2015.

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: April 13, 2015	TRIANGLE PETROLEUM CORPORATION
	By:	/s/ Justin Bliffen
		Justin Bliffen
		Chief Financial Officer

Index to Exhibits

Exhibit

Number	Description
Exhibit 99.1*	Press Release,  dated April 13, 2015.

*Filed herewith.

EX-99.1

Exhibit 99.1

Triangle Petroleum PROVIDES Financial Results and operational update for all business segments for fOURTH Quarter and Full Fiscal year 2015

DENVER,  April13, 2015 /PR Newswire/  – Triangle Petroleum Corporation (“Triangle” or the “Company”) (NYSE MKT:TPLM) today provides an operational update andreports itsfourthquarter fiscal year 2015(“Q4 2015”) and full fiscal year 2015(“FY 2015”) results for the period ended January31, 2015.

Highlights for Fiscal Year 2015

· Increased volumes in FY 2015to 4,176 Mboe (+116%y/y) as compared to 1,929 Mboe in fiscal year 2014 (“FY 2014”).  Average daily production increased to 11,441 Boepd in FY 2015, or 2% above the high end of our FY 2015 guidance range of 10,200-11,200 Boepd, from 5,286 Boepd in FY 2014

· Total capital expenditures amounted to approximately $671.9 million, in line with guidance

· Increased consolidated adjusted net income in FY 2015 to $54.1 million, or $0.58 per fully diluted EPS (+21% y/y), as compared to $37.4 million, or $0.48 per fully diluted EPS in FY 2014

· Increased total estimated net proved reserves to 58,870 Mboe  (61% proved developed) at fiscal year-end 2015, a 46% increase over fiscal year-end 2014 total estimated net proved reserves, with an associated increase in SEC PV-10 toapproximately $983 million (+45% y/y)

· Repurchased and retired $20.5 million face value of Triangle USA Petroleum Corporation(“TUSA”) outstanding 6.75% bonds for $13.9 million

· Repurchased 6.5 million shares of common stock at an average price of $4.94 per share in Q4 2015, bringing cumulative repurchases during FY 2015 to approximately 11.4 million shares at an average price of $6.72 per share leaving a total of approximately 75.2 million shares outstanding at January 31, 2015

· $428.7 million of total liquidity as of January 31, 2015, including $67.9 million of cash on hand and available borrowing capacity on TUSA and RockPile Energy Services (“RockPile”) credit facilities

Segment Financial Results

FY 2015 and Q4 2015 stand-alone revenue and Adjusted-EBITDA  (referenceaccompanying “Reconciliation Tables”as well as “Use of Segment Information and Non-GAAP Measures”  disclosuresat end of press release)

FY 2015	Revenue	y/y % Change	Adj.-EBITDA	y/y % Change
E&P	$284.5	77%	$208.2	86%
RockPile	$418.1	116%	$95.1	127%
Total	$702.6	98%	$303.3	97%

*Dollars in U.S. millions

*Exploration and production operating segment (“E&P”) Adjusted-EBITDA includes all exploration and  production related business lines, and does not include TPC (parent company) other revenues andexpenses

Q4 2015	Revenue	y/y % Change	Adj.-EBITDA	y/y % Change
E&P	$63.0	28%	$54.2	69%
RockPile	$111.1	97%	$17.9	71%
Total	$174.2	65%	$72.1	70%

*Dollars in U.S. millions. Total amounts vary due to rounding

*Exploration and production operating segment (“E&P”) Adjusted-EBITDA includes all exploration and  production related business lines, and does not include TPC (parent company) other revenues andexpenses

Operational Update

· TUSA generated $284.5 million of revenuein FY 2015 (+77% y/y) as compared to $160.5 of revenue in FY 2014. In Q4 2015, TUSA generated $63.0 million of revenue (+28% y/y) as compared to $49.4 million in Q4 2014

· Increased Q4 2015 volumes to 1,357 Mboe (+103% y/y) from 667 Mboe in Q4 2014. Q4 2015 average daily volumes were 14,747 Boepd as compared to 7,249 Boepd in Q4 2014 

· Spud 62 gross (43.9 net) and completed 49 gross (34.5 net) operated wellswith a four-rig operated program in FY 2015

Incurred $435millionof operated and non-operated drilling and completion capex in FY 2015

§ Includes a consolidated elimination benefit from RockPile, Caliber Midstream Partners L.P. (“Caliber”),  and other services in FY 2015 resulting in an aggregate net reduction of $31.6 million in oil and natural gas property expenditures, which representsan approximate 7% cost savings

Reduced gross well costs to $10.2 million on average in FY 2015 (-14% y/y) with recent gross well AFEs coming in under $8 million and already exceeding the top end of our 10-20% FY 2016 well cost reduction target

Decreased drilling time to an average of 16 days in FY 2015 as a result of high grading drilling rig fleet and pad drilling efficiencies

84% of approximately 83,000 net core acres held by production as of fiscal year-end 2015

· Successful Bakken down spacing program across our core acreage supported an increase in gross operated remaining drilling inventoryto 673 locations assuming 8 Bakken (up from 6) and 4 Three Forks wells per drilling spacing unit (DSU); further evaluation and testing of Three Forks down spacing ongoing 

· As of January,  31 2015, approximately 90% of operated producing wells were connected to gas sales and 91% were connected to oil gathering infrastructure

· Reduced lease operating expense (LOE) to $6.15/boe (-18% y/y) in FY 2015 from $7.49/boe in FY 2014

· RockPilegenerated $418.1million (+116%y/y) of stand-alone revenue in FY 2015($288.5million of consolidated revenue)  as compared to $193.6 million in FY2014 ($98.2 million of consolidated revenue).  In Q4 2015,  RockPile generated $111.1 million (+97% y/y) of stand-alone revenue as compared to $56.5 million in Q4 2014

Increased year-over-year completions by 83%, completing 49 Triangle operated wells and 99 third-party wells in FY 2015 as compared to 31 Triangle operated wells and 50 third-party wells in FY 2014

Backlog of 39wells, including 37for third-party operators,  at the end of February2015

In FY 2015, RockPile paid total distributions of $89 million (95% cash) to Triangle

Q4Fiscal Year 2015 and Fiscal Year 2015Summary Consolidated Statement of Operations (in thousands)

	Three Months Ended January 31,				Year Ended January 31,
	2015		2014		2015		2014
Revenues
Oil, natural gas and natural gas liquids sales	$	63,023	$	49,372	$	284,502	$	160,548
Oilfield services(a)		93,965	$	36,138		288,453		98,199
Total Revenues		156,988		85,510		572,955		258,747
Expenses
Lease operating expenses		6,962		4,965		25,703		14,454
Gathering, transportation and processing		6,605		2,753		18,520		4,302
Production taxes		6,112		5,482		29,774		18,006
Depreciation and amortization		43,590		21,011		124,055		58,011
Accretion of asset retirement obligations		(157)		(944)		167		56
Oilfield services(a)		74,475		29,285		216,596		82,327
Corporate and other stock-based compensation		1,808		1,978		6,255		6,113
E&P stock-based compensation		323		230		1,155		1,127
RockPile stock-based compensation		146		132		509		590
Corporate and other cash G&A expenses		4,878		2,837		14,550		8,203
E&P cash G&A expenses		3,484		1,739		13,736		7,480
RockPile cash G&A expenses		7,560		3,541		25,218		11,116
System conversion costs		-		-		1,334		-
Total operating expenses		155,786		73,009		477,572		211,785
Operating Income		1,202		12,501		95,383		46,962
Interest expense, net		(9,164)		(1,698)		(25,100)		(7,132)
Amortization of deferrred loan costs		(1,372)		(554)		(3,149)		(554)
Gain on extinguishment of debt		6,610		-		6,610		-
Commodity derivatives gains (losses)		50,605		2,146		64,050		1,082
Equity investment income (loss)		(376)		-		81		-
Gain (loss) on equity investment derivatives		(3,109)		3,953		553		39,785
Other income		360		(126)		469		1,278
Total other income		43,553		3,720		43,514		34,459
Net Income Before Income Taxes		44,755		16,221		138,897		81,421
Income tax provision(b)		5,850		1,972		45,500		7,941
Net Income	$	38,905	$	14,249	$	93,397	$	73,480
Net Income per Common Share
Basic	$	0.50	$	0.17	$	1.12	$	1.07
Diluted(c)	$	0.42	$	0.15	$	0.97	$	0.91
Adjusted Net Income per Common Share(d)
Basic	$	0.06	$	0.12	$	0.65	$	0.55
Diluted(c)	$	0.06	$	0.11	$	0.58	$	0.48
Weighted Average Common Shares
Basic		77,207		85,677		83,611		68,579
Diluted		94,857		102,757		101,032		84,558

(a) Includes intercompany eliminations; reference Note 3 – Segment Reporting in our fiscal year 2015 Form 10-K for additional details

(b) The effective tax rate for the three months and year ended January 31, 2015 is approximately 13% and 33%, respectively, which differs from the statutory income tax rate due to permanent book to tax differences. Income tax provision is a non-cash expense

(c) Includes interest expense add-back of $1.0 million and $4.1 million net of income taxes and amounts capitalized for the 3 months and year ended January 31, 2015, respectively,  related to outstanding convertible note

(d) Reference accompanying Reconciliation Tables and Use of Segment Information and Non-GAAP Measures at end of press release for additional detail

Use of Segment Information and Non-GAAP Measures

(1) The Company often provides financial metrics for Triangle’s segments of operation. Revenues for each segment are disclosed in notes to the financial statements contained in the Company’s Form 10-K and Form 10-Q filings, but the sum of those stand-alone revenues differ from Triangle’s consolidated revenues for the corresponding reporting period. Triangle’s consolidated revenues would reflect segment revenues reduced for intercompany sales (i.e. for RockPile services to Triangle’s E&P segment).

Triangle also believes that stand-alone segment revenue assists investors in measuring RockPile’s performance as  a stand-alone company without eliminating, on a consolidated basis, certain revenues attributable to services for Triangle’s economic interests in wells operated by Triangle’s E&P segment. 

(2) Adjusted-EBITDA represents income before interest expense, income taxes, depreciation and amortization, other non-cash items, and non-recurring items. Adjusted-EBITDA is not a calculation based upon generally accepted accounting principles in the U.S. ("GAAP"). Triangle has presented Adjusted-EBITDA by segment because it regularly reviews Adjusted-EBITDA by segment as a measure of the segment’s operating performance. Triangle also believes Adjusted-EBITDA assists investors in comparing segment performance on a consistent basis without regard to interest expense, income taxes, depreciation and amortization, other non-cash items, and non-recurring items which can vary significantly depending upon many factors. 

The total of Adjusted-EBITDA by segment is not indicative of Triangle’s consolidated Adjusted-EBITDA, which reflects other matters such as (i) additional parent company administrative costs, (ii) intercompany eliminations, (iii) paid-in-kind interest expense on the convertible notes, and (iv) the use of the equity method, rather than consolidation, for Triangle’s investment in Caliber.  The Adjusted-EBITDA measures presented in the “Reconciliation Tables” may not always be comparable to similarly titled measures reported by other companies due to differences in the components of the calculation.

Triangle believes that net income before income taxes is the performance measure calculated and presented in accordance with GAAP that is most directly comparable to Adjusted-EBITDA. Net income before income taxes will be significantly affected by consolidated interest expense and full-cost pool amortization. Such amortization varies with changes in proved reserves, well costs during the year, and future plans in developing proved undeveloped reserves.

(3) Adjusted net income (loss) is defined as net income (loss) applicable to common stockholders adjusted to exclude certain charges or amounts in order to provide users of this financial information with additional meaningful comparisons between current results and the results of prior periods. Triangle presents this measure because (i) it is consistent with the manner in which the Company's performance is measured relative to the performance of its peers, (ii) this measure is more comparable to earnings estimates provided by securities analysts, and (iii) charges or amounts excluded cannot be reasonably estimated and guidance provided by the Company excludes information regarding these types of items. These adjusted amounts are not a measure of financial performance under GAAP.We believe that net income (loss) is the performance measure calculated and presented in accordance with GAAP that is most directly comparable to adjusted net income (loss).

About Triangle

Triangle (NYSE MKT: TPLM) is anindependent energy company with a strategic focus on developing the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. For more information, visit Triangle's website atwww.trianglepetroleum.com.

Conference Call Information

As previously announced, Triangle will host a conference call Tuesday,  April14, 2015 at 8:30 AM MT (10:30 AM ET) to provide an operational update and financial results of Triangle’s fourth quarter and full fiscal year 2015, followed immediately by a question and answer session.A live webcast of the conference call can be accessed by visiting the following link: http://www.videonewswire.com/event.asp?id=101935 or interested parties may dial-in using the conference call number (888) 347-6610. International parties may dial-in using (412) 902-4292. A recording of the conference call will be available through April 23, 2015 at (877) 344-7529 (conference # 10062769). For international participants, the replay dial-in number is (412) 317-0088 (conference # 10062769).

Fiscal Year 2015 Segment Income and Elimination (in thousands)

	Exploration and Production		Oilfield Services		Corporate and Other(a)		Eliminations and Other			Consolidated Total
Revenues
Oil, natural gas and natural gas liquids sales	$	284,502	$	-	$	-	$	-		$	284,502
Oilfield services for third parties		-		294,526		-		(6,073)			288,453
Intersegment revenues		-		123,577		-		(123,577)			-
Total Revenues		284,502		418,103		-		(129,650)			572,955
Expenses
LOE, GTP, Production Taxes and other expenses		74,164		-		-		-			74,164
Depreciation and amortization		116,633		22,008		921		(15,507)			124,055
Cost of oilfield services		-		301,142		308		(84,854)			216,596
General and administrative		16,225		25,727		20,805		-			62,757
Total operating expenses		207,022		348,877		22,034		(100,361)			477,572
Operating Income		77,480		69,226		(22,034)		(29,289)			95,383
Other income (expense), net		51,216		(3,024)		(2,356)		(2,322)			43,514
Net Income (Loss) Before Income Taxes	$	128,696	$	66,202	$	(24,390)	$	(31,611)	(b)	$	138,897

(a) Corporate and Other includes Triangle's corporate office and several subsidiaries that management does not consider to be part of the exploration and production or oilfield services segments.  Also included are results from Triangle's investment in Caliber, including any changes in the fair value of equity investment derivatives.  Other than Caliber, these subsidiaries have limited activity

(b) $31.6 million RockPile, Caliber, and other services consolidated elimination results in a $31.6 million reduction in oil and natural gas property expenditures.

*Reference Note 3 – Segment Reporting in our fiscal year 2015 Form 10-K for additional details

Q4 Fiscal Year 2015 Segment Income and Elimination (in thousands)

	Exploration and Production		Oilfield Services		Corporate and Other(a)		Eliminations and Other			Consolidated Total
Revenues
Oil, natural gas and natural gas liquids sales	$	63,023	$	-	$	-	$	-		$	63,023
Oilfield services for third parties		-		94,066		-		(101)			93,965
Intersegment revenues		-		17,075		-		(17,075)			-
Total Revenues		63,023		111,141		-		(17,176)			156,988
Expenses
LOE, GTP, Production Taxes and other expenses		19,522		-		-		-			19,522
Depreciation and amortization		39,903		7,608		304		(4,225)			43,590
Cost of oilfield services		-		86,015		256		(11,796)			74,475
General and administrative		3,807		7,706		6,686		-			18,199
Total operating expenses		63,232		101,329		7,246		(16,021)			155,786
Operating Income		(209)		9,812		(7,246)		(1,155)			1,202
Other income (expense), net		49,789		(1,489)		(4,619)		(128)			43,553
Net Income (Loss) Before Income Taxes	$	49,580	$	8,323	$	(11,865)	$	(1,283)	(b)	$	44,755

(a) Corporate and Other includes Triangle's corporate office and several subsidiaries that management does not consider to be part of the exploration and production or oilfield services segments.  Also included are results from Triangle's investment in Caliber, including any changes in the fair value of equity investment derivatives.  Other than Caliber, these subsidiaries have limited activity

(b) $1.3 million RockPile, Caliber, and other services consolidated elimination results in a $1.3 million reduction in oil and natural gas property expenditures.

*Reference Note 3 – Segment Reporting in our fiscal year 2015 Form 10-K for additional details

Reconciliation Tables (in thousands)

a) Consolidated Adjusted net income (loss) per common stockholder (reference disclosure (3) in “Use of Segment Information and Non-GAAP Measures”)

	Q4 Fiscal 2015		Q4 Fiscal 2014		Fiscal 2015		Fiscal 2014
Net income attributable to common stockholders	$	38,905	$	14,249	$	93,397	$	73,480
(Gain) loss on equity investment derivatives		3,109		(3,953)		(553)		(39,785)
(Gain) loss on commodity derivatives		(50,605)		(2,146)		(64,050)		(1,082)
Realized gain (loss) on commodity derivatives		14,506		-		11,422		-
Other		(6,610)		1,972		(5,276)		932
Tax impact(a)		5,176		502		19,149		3,895
Adjusted Net Income	$	4,481.2995	$	10,624	$	54,090	$	37,439
Adjusted Net Income Per Common Share
Basic	$	0.06	$	0.12	$	0.65	$	0.55
Diluted(b)	$	0.06	$	0.11	$	0.58	$	0.48
Weighted Average Common Shares
Basic		77,207		85,677		83,611		68,579
Diluted		94,857		102,757		101,032		84,558

(a) Tax impact is computed as pre tax-effected adjusting items multiplied by the Company's effective tax rate

(b) Includes interest expense add-back of $1.0 million and $4.1 million net of income taxes and amounts capitalized for the 3 months and year ended January 31, 2015, respectively,  related to outstanding convertible note

b) E&P stand-alone Adjusted-EBITDA (reference disclosure (1) and (2) in “Use of Segment Information and Non-GAAP Measures”)

	Q4 Fiscal 2015		Fiscal 2015
Net Income (Loss) Before Income Taxes	$	49,580	$	128,696
Depreciation and amortization		39,903		116,633
Net interest expense		7,730		19,574
Stock-based compensation		323		1,155
Accretion of asset retirement obligations		(157)		167
Other		(7,049)		(5,406)
(Gain) loss on commodity derivatives		(50,605)		(64,050)
Realized gain (loss) on commodity derivatives		14,506		11,422
Adjusted-EBITDA	$	54,231	$	208,191

c) Oilfield Services stand-alone Adjusted-EBITDA (reference disclosure (1) and (2) in “Use of Segment Information and Non-GAAP Measures”)

	Q4 Fiscal 2015		Fiscal 2015
Net Income (Loss) Before Income Taxes	$	8,323	$	66,202
Depreciation and amortization		7,608		22,008
Stock-based compensation		146		509
Net interest expense		1,061		2,704
Other		776		3,720
Adjusted-EBITDA	$	17,914	$	95,143

*Oilfield Services Adjusted-EBITDA calculated per RockPile credit facility

Forward-Looking Statements Disclosure

The information presented in this press release may contain "forward-looking statements" within the meaning of the Private 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. Factors that could cause actual results to differ materially from the results contemplated by the forward-looking statements include, but are not limited to, the risks discussed in the Company's annual report on Form 10-K and its other filings with the Securities and Exchange Commission. The forward-looking statements in this press release are made as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement as a result of new information, future developments, or otherwise.

Contact

Triangle Petroleum Corporation
Joe Magner,  Vice President, Capital Markets
303-260-7125
info@trianglepetroleum.com