Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Apr. 30, 2016 | Jun. 06, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 30, 2016 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 | |
Entity Registrant Name | Triangle Petroleum Corp | |
Entity Central Index Key | 1,281,922 | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 76,305,321 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 197,648 | $ 115,769 |
Accounts receivable | 53,786 | 53,302 |
Commodity derivatives | 6,681 | 12,370 |
Other current assets | 10,890 | 10,046 |
Total current assets | 269,005 | 191,487 |
Oil and natural gas properties, at cost, full cost method of accounting: | ||
Proved properties | 1,385,852 | 1,372,480 |
Unproved properties and properties under development, not being amortized | 77,238 | 78,367 |
Total oil and natural gas properties | 1,463,090 | 1,450,847 |
Accumulated amortization | (1,132,762) | (1,044,307) |
Net oil and natural gas properties | 330,328 | 406,540 |
Oilfield services equipment - net | 44,147 | 48,445 |
Other property and equipment, net | 40,498 | 42,874 |
Net property, plant and equipment | 414,973 | 497,859 |
Other Assets | ||
Equity investment | 45,700 | 45,600 |
Commodity derivatives | 2,916 | 9,012 |
Debt issuance costs | 3,604 | 3,877 |
Other | 5,218 | 5,313 |
Total other assets | 57,438 | 63,802 |
Total assets | 741,416 | 753,148 |
CURRENT LIABILITIES | ||
Accounts payable and accrued capital expenditures | 64,042 | 67,339 |
Other accrued liabilities | 32,308 | 34,065 |
Current portion of long-term debt | 826,797 | 114,088 |
Interest payable | 8,374 | 1,700 |
Total current liabilities | 931,521 | 217,192 |
LONG-TERM LIABILITIES | ||
Long-term debt | 155,964 | 789,043 |
Other | 10,850 | 11,495 |
Total liabilities | $ 1,098,335 | $ 1,017,730 |
COMMITMENT AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $0.00001 par value, 140,000,000 shares authorized; 75,807,111 and 76,300,464 shares issued and outstanding at January 31, 2016 and April 30, 2016, respectively | $ 1 | $ 1 |
Additional paid-in capital | 559,527 | 557,757 |
Retained earnings (accumulated deficit) | (916,447) | (822,340) |
Total stockholders' equity (deficit) | (356,919) | (264,582) |
Total liabilities and stockholders’ equity (deficit) | $ 741,416 | $ 753,148 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2016 | Jan. 31, 2016 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 140,000,000 | 140,000,000 |
Common stock, shares issued | 76,300,464 | 75,807,111 |
Common stock, shares outstanding | 76,300,464 | 75,807,111 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Revenues | ||
Oil, natural gas and natural gas liquids sales | $ 24,852 | $ 47,778 |
Oilfield services | 19,520 | 70,510 |
Total revenues | 44,372 | 118,288 |
Expenses | ||
Lease operating expenses | 8,602 | 10,923 |
Gathering, transportation and processing | 5,608 | 6,348 |
Production taxes | 2,079 | 4,787 |
Depreciation and amortization | 14,888 | 37,792 |
Impairment of oil and natural gas properties | 79,000 | 192,000 |
Accretion of asset retirement obligations | 123 | 57 |
Oilfield services | 16,671 | 64,226 |
General and administrative, net of amounts capitalized | 11,323 | 14,859 |
Total operating expenses | 138,294 | 330,992 |
INCOME (LOSS) FROM OPERATIONS | (93,922) | (212,704) |
OTHER INCOME (EXPENSE): | ||
Interest expense, net | (10,792) | (9,106) |
Amortization of debt issuance costs | (957) | (616) |
Gain on extinguishment of debt | 21,180 | |
Realized commodity derivative gains (losses) | 2,104 | 19,468 |
Unrealized commodity derivative gains (losses) | (11,785) | (33,442) |
Equity investment income (loss) | (48) | 188 |
Impairment of equity investment | 2,880 | |
Other income (expense), net | 113 | (308) |
Total other income (expense) | (185) | (20,936) |
INCOME (LOSS) BEFORE INCOME TAXES | (94,107) | (233,640) |
INCOME TAX PROVISION (BENEFIT) | (53,441) | |
NET INCOME (LOSS) | $ (94,107) | $ (180,199) |
Earnings (loss) per common share outstanding: | ||
Basic | $ (1.24) | $ (2.39) |
Diluted | $ (1.24) | $ (2.39) |
Weighted average common shares outstanding: | ||
Basic | 76,090 | 75,256 |
Diluted | 76,090 | 75,256 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (94,107) | $ (180,199) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, amortization and accretion | 15,011 | 37,849 |
Impairment of oil and natural gas properties | 79,000 | 192,000 |
Share-based compensation | 1,812 | 2,508 |
Interest expense paid-in-kind on 5% convertible note | 1,785 | 1,699 |
Amortization of debt issuance costs | 957 | 616 |
Gain on extinguishment of debt | (21,180) | |
Unrealized commodity derivative (gains) losses | 11,785 | 33,442 |
Equity investment (income) loss | 48 | (188) |
Gain on Caliber capital transactions | (2,880) | |
Deferred income taxes | (53,441) | |
Other | (82) | |
Changes in related current assets and current liabilities: | ||
Accounts receivable | (484) | 47,090 |
Other current assets | (824) | 4,347 |
Accounts payable and accrued liabilities | 1,042 | (42,955) |
Asset retirement expenditures | (30) | (5) |
Other | (790) | (628) |
Cash provided by (used in) operating activities | (6,057) | 39,255 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Oil and natural gas property expenditures | (11,034) | (74,834) |
Acquisitions of oil and natural gas properties | (157) | (222) |
Purchases of oilfield services equipment | (496) | (5,299) |
Purchases of other property and equipment | (19) | (2,251) |
Sale of oil and natural gas properties | 408 | 6,000 |
Proceeds from sale of equipment | 1,174 | |
Cash used in investing activities | (10,124) | (76,606) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from credit facilities | 103,700 | 51,000 |
Repayments of credit facilities | (29,871) | |
Repayments of other notes and mortgages payable | (679) | (125) |
Early extinguishment of repurchased debt | (4,640) | |
Debt issuance costs | (59) | (890) |
Payments to settle tax on vested restricted stock units | (187) | (357) |
Distributions to RockPile B unit holders | (75) | |
Cash provided by financing activities | 98,060 | 19,757 |
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 81,879 | (17,594) |
CASH AND EQUIVALENTS, BEGINNING OF PERIOD | 115,769 | 67,871 |
CASH AND EQUIVALENTS, END OF PERIOD | $ 197,648 | $ 50,277 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Parenthetical) | Apr. 30, 2016 | Jan. 31, 2016 | Apr. 30, 2015 |
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.00% | 5.00% | 5.00% |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Stockholders' Equity - 3 months ended Apr. 30, 2016 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Total |
Balance at Jan. 31, 2016 | $ 1 | $ 557,757 | $ (822,340) | $ (264,582) |
Balance, shares at Jan. 31, 2016 | 75,807,111 | 75,807,111 | ||
Vesting of restricted stock units (net of shares surrendered for taxes), value | (187) | $ (187) | ||
Vesting of restricted stock units (net of shares surrendered for taxes), shares | 493,353 | |||
Share-based compensation | 2,032 | 2,032 | ||
Distributions to RockPile B-Unit holders | (75) | (75) | ||
Net income (loss) for the period | (94,107) | (94,107) | ||
Balance at Apr. 30, 2016 | $ 1 | $ 559,527 | $ (916,447) | $ (356,919) |
Balance, shares at Apr. 30, 2016 | 76,300,464 | 76,300,464 |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. Description of Busines s . Triangle Petroleum Corporation (“Triangle,” the “Company,” “we,” “us,” “our,” or “ours”) is an independent energy holding company with three principal lines of business: oil and natural gas exploration, development, and production; oilfield services; and midstream services. We hold leasehold interests and conduct our operations in the Williston Basin of North Dakota and Montana. Our core focus area is predominantly located in McKenzie and Williams Counties, North Dakota, and eastern Roosevelt and Sheridan Counties, Montana. We conduct our exploration and production operations through our wholly-owned subsidiary, Triangle USA Petroleum Corporation (“TUSA”). RockPile Energy Services, LLC (“RockPile”), a wholly-owned subsidiary, provides oilfield and complementary well completion services to oil and natural gas exploration and production companies predominantly in the Williston and Permian Basin s . Caliber Midstream Partners, L.P. (“Caliber”), an unconsolidated joint venture with First Reserve Energy Infrastructure Fund, provides oil, natural gas and water transportation and related services to oil and natural gas exploration and production companies in the Williston Basin. The Company, through its wholly-owned subsidiary, Elmworth Energy Corporation (“Elmworth”), previously conducted insignificant exploration and production activities in Canada. Elmworth has since sold all leasehold interests except for acreage in the Maritimes Basin of Nova Scotia. Elmworth has ceased all exploration and production activities in Canada except for reclaiming five wells, the drilling site and brine ponds on its Nova Scotia acreage. Elmworth has no proved reserves and its oil and natural gas properties were fully impaired as of January 31, 2012. Basis of Presentation. These unaudited condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and are expressed in U.S. dollars. Preparation in accordance with GAAP requires us to (i) adopt accounting policies within accounting rules set by the Financial Accounting Standards Board (“FASB”) and by the Securities and Exchange Commission (“SEC”), and (ii) make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and other disclosed amounts. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. We believe the disclosures made are adequate to make the information not misleading. We recommend that these unaudited condensed consolidated financial statements be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016, as filed with the SEC (“Fiscal 2016 Form 10-K”). In the opinion of management, all material adjustments considered necessary for a fair presentation of the Company’s interim results have been reflected. All such adjustments are considered to be of a normal recurring nature. The results for interim periods are not necessarily indicative of annual results. No condensed consolidated statement of comprehensive income (loss) is presented because the Company had no comprehensive income or loss activity in the periods presented . Liquidity and Ability to Continue as a Going Concern . The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business. As such, the accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. Although the Company is continuing to minimize its capital expenditures, reduce costs and maximize cash flows from operations, continued low commodity prices are expected to result in significantly lower levels of cash flow from operating activities in the future and have limited the Company’s ability to access capital markets. These factors and the TUSA and RockPile covenant compliance issues discussed below raise substantial doubt about the Company’s ability to continue as a going concern. TUSA Liquidity and Covenants . On April 28, 2016, TUSA’s credit facility lenders significantly reduced the borrowing base under the credit facility from $350.0 million to $225.0 million, which was a greater reduction than we had anticipated. As of April 30, 2016, TUSA had $347.5 million of outstanding borrowings and $2.5 million of outstanding letters of credit under the credit facility, or $125.0 million in excess of the redetermined borrowing base (referred to as a borrowing base deficiency). TUSA had cash on hand of approximately $152.3 million at April 30, 2016. TUSA elected to repay the borrowing base deficiency in three equal monthly installments of $41.7 million, the first payment of which was paid on May 31, 2016. Any non-payment of the borrowing base deficiency could result in an event of default. As of April 30, 2016, TUSA was in breach of the credit facility’s minimum current ratio requirement. On May 27, 2016, TUSA entered into a Forbearance and Amendment No. 2 to Second Amended and Restated Credit Agreement (the “TUSA Forbearance Amendment”) with its credit facility lenders, pursuant to which the lenders agreed to forbear exercising any rights or remedies available to them arising from any breach related to the minimum required current ratio or the senior secured leverage ratio that may have occurred as of April 30, 2016. The forbearance is effective until the earlier of July 8, 2016 or specified forbearance termination events including the commencement of any bankruptcy or reorganization proceeding under applicable bankruptcy or insolvency law. Although it is difficult to forecast future operations in this low commodity price environment, TUSA may not comply with all of the financial covenants contained in its credit facility in future periods unless those requirements are waived or amended or unless TUSA can obtain new capital or equity cure financing. The greater than expected reduction in the borrowing base contributed to the breach of the minimum current ratio requirement at April 30, 2016, and will have a negative impact on TUSA’s expected financial covenant performance for the remainder of fiscal year 2017 and increase the amount of any needed equity cure. TUSA remains in discussions regarding strategic alternatives , but there are no guarantees these discussions or negotiations will be successful. If TUSA is unable to reach agreement with its lenders, obtain waivers, find acceptable alternative financing or obtain equity cure contributions, TUSA’s credit facility lenders could elect to declare some or all of the amounts outstanding under the facility to be immediately due and payable after the forbearance period ends. If this happens, the Company does not currently have sufficient liquidity to make the equity cure s for the credit facility that we expect may be necessary in the next 12 months. As more fully described in Note 3, i f the TUSA credit facility lenders declare any financial covenant breach or non-payment of the borrowing base deficiency an event of default, there are cross-default provisions in the Indenture of the TUSA 6.75% Notes (as defined below) that could enable holders of the TUSA 6.75% Notes to also declare some or all of the amounts outstanding under the TUSA 6.75% Notes to be immediately due and payable. TUSA does not have sufficient liquidity to repay the credit facility and the TUSA 6.75% Notes . Therefore, the condensed consolidated balance sheet reflects all of the amounts outstanding under the TUSA credit facility and the balance outstanding of the TUSA 6.75% Notes as current liabilities as of April 30, 2016. TUSA could then be required to pursue in- and out-of-court restructuring transactions and Triangle could lose control of TUSA. Triangle has not guaranteed TUSA’s obligations under the TUSA credit facility or the TUSA 6.75% Notes. RockPile Liquidity and Covenants . On April 13, 2016, RockPile entered into Amendment No. 2 to Credit Agreement ( the “ RockPile Waiver Amendment”), which waived any default or event of default in connection with the financial covenants that occurred as of January 31, 2016 and April 30, 2016. Following the execution of the RockPile Waiver Amendment, RockPile is precluded from drawing additional funds absent further amendment of the facility. Beginning with the second quarter and for the remainder of fiscal year 2017, RockPile does not expect to comply with all of the financial covenants contained in its credit facility unless those requirements are also waived or amended or unless RockPile can obtain new capital or equity cure financing as discussed further in Note 3. RockPile remains in discussions regarding strategic alternatives , but the success of these discussions and negotiations is uncertain. In addition, if RockPile is unable to reach agreement with its lenders, obtain waivers, find acceptable alternative financing or obtain equity cure contributions, RockPile’s credit facility lenders could elect to declare some or all of the amounts outstanding under the facility to be immediately due and payable. If this happens, the Company does not currently have sufficient liquidity to make the equity cure and RockPile does not have sufficient cash on hand to repay this outstanding debt. Therefore, the condensed consolidated balance sheet reflects all of the amounts outstanding under the RockPile credit facility as current liabilities as of April 30, 2016. RockPile could then be required to pursue in- and out-of-court restructuring transactions and Triangle could lose control of RockPile. Triangle has not guaranteed RockPile’s obligations under the credit facility, and there are no cross-default provisions in Triangle’s or TUSA’s other debt agreements that could cause the acceleration of such indebtedness as a result of the RockPile credit facility default. Triangle Liquidity . Triangle recently engaged certain professional advisors to assist it in the process of analyzing various strategic alternatives to address our liquidity and capital structure, including: (i) obtaining waivers or amendments from RockPile’s and TUSA’s lenders; (ii) obtaining additional sources of capital from asset sales, issuances of debt or equity securities, debt for equity swaps, or any combination thereof; and (iii) pursuing in- and out-of-court restructuring transactions. In connection with a debt restructuring or refinancing, we may seek to convert a significant portion of our outstanding debt to equity, including the exchange of debt for shares of our common stock or for shares of TUSA or RockPile . In addition, we may seek to reduce our cash interest cost and extend debt maturity dates by negotiating the exchange of outstanding debt for new debt with modified terms or other measures. While we anticipate engaging in active dialogue with our creditors, at this time we are unable to predict the outcome of such discussions, the outcome of any strategic transactions that we may pursue or whether any such efforts will be successful. As a result of the above, substantial doubt exists regarding the ability of Triangle to continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business. Use of Estimates. In the course of preparing its condensed consolidated financial statements, management makes various assumptions, judgments, and estimates to determine the reported amount of assets, liabilities, revenue, and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and, accordingly, actual results could differ from amounts initially established. Significant areas requiring the use of assumptions, judgments and estimates include (i) oil and natural gas reserves; (ii) cash flow estimates used in ceiling tests of oil and natural gas properties; (iii) depreciation and amortization; (iv) impairment of unproved properties, investment in equity method investees and other assets; (v) assigning fair value and allocating purchase price in connection with business combinations; (vi) accrued revenue and related receivables; (vii) valuation of commodity derivative instruments and equity derivative instruments; (viii) accrued expenses and related liabilities; (ix) valuation of share-based payments and (x) income taxes. Although management believes these estimates are reasonable, actual results could differ from these estimates. The Company has evaluated subsequent events and transactions for matters that may require recognition or disclosure in these condensed consolidated financial statements. Principles of Consolidation. The accounts of Triangle and its wholly-owned subsidiaries are presented in the accompanying condensed consolidated financial statements. All significant intercompany transactions and balances are eliminated in consolidation. Triangle generally uses the equity method of accounting for investments in entities in which Triangle has an ownership between 20% and 50% and exercises significant influence. The investment in Caliber is accounted for utilizing the equity method of accounting. Oil and Natural Gas Properties. We use the full cost method of accounting, which involves capitalizing all acquisition, exploration, exploitation and development costs of oil and natural gas properties. Once we incur costs, they are recorded in the amortizable pool of proved properties or in unproved properties, collectively, the full cost pool. We review our unproved oil and natural gas property costs on a quarterly basis to assess for impairment or the need to transfer unproved costs to proved properties as a result of extensions or discoveries from drilling operations. At the end of each quarterly period, we must compute a limitation on capitalized costs, which is equal to the sum of the present value of estimated future net revenues from our proved reserves by applying the average price as prescribed by the SEC (unweighted arithmetic average of commodity prices in effect on the first day of each of the previous twelve months), less estimated future expenditures (based on current costs) to develop and produce the proved reserves, discounted at 10% , plus the cost of properties not being amortized and the lower of cost or estimated fair value of unproved properties included in the costs being amortized, net of income tax effects. We then conduct a “ceiling test” that compares the net book value of the full cost pool, after taxes, to the full cost ceiling limitation. In the event the full cost ceiling limitation is less than the full cost pool, we are required to record an impairment of our oil and natural gas properties. The ceiling test for each period presented was based on the following average spot prices, in each case adjusted for quality factors and regional differentials to derive estimated future net revenues. Prices presented in the table below are the trailing 12 month simple average spot prices at the first of the month for natural gas at Henry Hub (“HH”) and West Texas Intermediate (“WTI”) crude oil at Cushing, Oklahoma. The fluctuations demonstrate the volatility in oil and natural gas prices between each of the periods and have a significant impact on our ceiling test limitation. January 31, 2016 April 30, 2016 Oil (per Bbl) $ $ Natural gas (per MMbtu) $ $ Natural gas liquids (per Bbl) $ $ We recognized impairments to our proved oil and natural gas properties of $79.0 million for the quarter ended April 30, 2016, primarily due to the decline in oil, natural gas and natural gas liquids prices. We will incur additional impairments to our oil and natural gas properties in future quarters if prices stay at current levels or decline further. The amount of any future impairment is difficult to predict, and will depend, in part, upon future oil, natural gas and natural gas liquids (“NGL”) prices to be utilized in the ceiling test, estimates of proved reserves and future capital expenditures and operating costs. The ceiling limitation is not intended to be indicative of the fair market value of our proved reserves or future results. Impairment charges do not affect cash flow from operating activities but do adversely affect our net income and stockholders’ equity. Any recorded impairment of oil and natural gas properties is not reversible at a later date. The evaluation of impairment of our oil and natural gas properties includes estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves, in projecting the future rates of production and in the timing of development activities. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revisions of such estimate. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered. Oilfield Services Equipment and Other Property and Equipment . Oilfield services equipment and other property and equipment consisted of the following as of: (in thousands) January 31, 2016 April 30, 2016 Oilfield services equipment $ $ Accumulated depreciation Depreciable assets, net Assets not placed in service Total oilfield services equipment, net $ $ Land $ $ Building and leasehold improvements Vehicles Software, computers and office equipment Capital leases Accumulated depreciation Depreciable assets, net Assets not placed in service Total other property and equipment, net $ $ Income Taxes. The Company computes its quarterly tax provision using the effective tax rate method based on applying the anticipated annual effective rate to its year-to-date income or loss, except for discrete items. Income tax on discrete items is computed and recorded in the period in which the specific transaction occurs. The carrying value of our oil and natural gas properties exceeded the calculated value of the ceiling limitation resulting in an impairment of $779.0 million for fiscal year 2016. This impairment resulted in Triangle having three years of cumulative historical pre-tax losses and a net deferred tax asset position. Triangle also had net operating loss carryovers (“NOLs”) for federal income tax purposes of $ 286.0 million at January 31, 2016. These losses and expected future losses resulting from the current low commodity price environment were a key consideration that led Triangle to provide a valuation allowance against its net deferred tax assets as of April 30, 2016, since it cannot conclude that it is more likely than not that its net deferred tax assets will be fully realized in future periods. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At each reporting period, management considers the scheduled reversal of deferred tax liabilities, available taxes in carryback periods, tax planning strategies and projected future taxable income in making this assessment. Future events or new evidence which may lead the Company to conclude that it is more likely than not that its net deferred tax assets will be realized include, but are not limited to, cumulative historical pre-tax earnings, sustained or continued improvements in oil prices, and taxable events that could result from one or more transactions. The Company will continue to evaluate whether the valuation allowance is needed in future reporting periods. In the first quarter of fiscal year 2016 the Company recorded the benefit of reversing its net deferred tax liability. As long as the Company concludes that it will continue to have a need for a valuation allowance against its net deferred tax assets, the Company likely will not have any additional income tax expense or benefit other than for federal alternative minimum tax expense or for state income taxes. As of April 30, 2016, the Company had no unrecognized tax benefits. The Company’s management does not believe that there are any new items or changes in facts or judgments that should impact the Company’s position during the first three months of fiscal year 2017. Given the substantial net operating loss carryforwards at both the federal and state levels, neither significant interest expense nor penalties charged for any examining agents’ tax adjustments of income tax returns are anticipated, as any such adjustments would very likely only adjust net operating loss carryforwards. Earnings per Share. Basic earnings per common share is computed by dividing net income (loss) attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share reflects increases in average shares outstanding from the potential dilution, under the treasury stock method, that could occur upon (i) exercise of stock options, (ii) vesting of restricted stock units, and (iii) conversion of convertible debt. The treasury stock method assumes exercise, vesting or conversion at the beginning of a period for securities outstanding at the end of a period. Also, the treasury stock method for calculating dilution assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company at the quarter’s average stock price using assumed proceeds from (a) the exercise cost of the options and (b) the foregone future compensation expense of hypothetical early vesting of the outstanding restricted stock units. The assumed proceeds are adjusted for income tax effects. In the event of a net loss, no potential common shares are included in the calculation of shares outstanding, as their inclusion would be anti-dilutive. The following table details the weighted average dilutive and anti-dilutive securities, which consist of options and unvested restricted stock, for the periods presented : For the Three Months Ended April 30, (in thousands) 2015 2016 Dilutive — — Anti-dilutive shares The table below sets forth the computations of net income (loss) per common share (basic and diluted) for the periods presented: For the Three Months Ended April 30, (in thousands, except per share data) 2015 2016 Net income (loss) attributable to common stockholders $ $ Effect of 5% convertible note conversion — — Net income (loss) attributable to common stockholders after effect of 5% convertible note conversion $ $ Basic weighted average common shares outstanding Effect of dilutive securities — — Diluted weighted average common shares outstanding Basic net income (loss) per share $ $ Diluted net income (loss) per share $ $ Adopted and Recently Issued Accounting Pronouncements . In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014 ‑ 09”). The objective of ASU 2014-09 is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 was effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 ; however, in August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date (“ASU 2015-14”), which deferred the effective date of ASU 2014 ‑ 09 for one year. ASU 2015-14 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The standards permit retrospective application using either of the following methodologies: (i) restatement of each prior reporting period presented or (ii) recognition of a cumulative-effect adjustment as of the date of initial application. The Company is currently evaluating the impact of adopting ASU 2014 ‑ 09 and ASU 2015-14, including the transition method to be applied, however the standards are not expected to have a significant effect on its condensed consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU No. 2016-02”). The guidance requires that lessees will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The ASU also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. For public companies, the standard will take effect for fiscal years, and interim periods within those fiscal years, beginning after Dec ember 15, 2018 with earlier application permitted. The Company is still evaluating the impact of ASU No. 2016-02 on its financial position and results of operations. Reclassifications . Certain prior period balances in the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statement of operations have been reclassified to conform to the current year presentation. Such reclassifications had no impact on net income, cash flows or shareholders’ equity previously reported. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Apr. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | 2. SEGMENT REPORTING. We conduct our operations within two reportable operating segments. We identified each segment based on management’s responsibility and the nature of their products, services, and costs. There are no major distinctions in geographical areas served as nearly all operations are in the Williston Basin of the United States. The Exploration and Production operating segment, consisting of TUSA and several insignificant oil and natural gas subsidiaries, is responsible for finding and producing oil and natural gas. The Oilfield Services segment, consisting of RockPile and its subsidiaries, is responsible for a variety of oilfield and well completion services for both TUSA-operated wells and wells operated by third-parties. Corporate and Other includes our corporate office and several subsidiaries that management does not consider to be part of the Exploration and Production or Oilfield Services segments. Also included in Corporate and Other are our results from our investment in Caliber, including any changes in the fair value of our equity investment derivatives. Management evaluates the performance of our segments based upon net income (loss) before income taxes. The following tables present selected financial information for our operating segments for the three months ended April 30, 2016 and 2015: For the Three Months Ended April 30, 2016 Exploration Corporate and Oilfield and Consolidated (in thousands) Production Services Other Eliminations Total Revenues: Oil, natural gas and natural gas liquids sales $ $ — $ — $ — $ Oilfield services for third parties — — Intersegment revenues — — — Total revenues — Expenses: Lease operating and production taxes — — — Gathering, transportation and processing — — — Depreciation and amortization Impairments — — — Accretion of asset retirement obligations — — — Oilfield services — — General and administrative, net of amounts capitalized: Salaries and benefits — Share-based compensation — Other general and administrative — Total operating expenses Income (loss) from operations Other income (expense) Income (loss) before income taxes $ $ $ $ $ As of April 30, 2016: Cash and cash equivalents $ $ $ $ — $ Net oil and natural gas properties $ $ — $ — $ $ Oilfield services equipment, net $ — $ $ — $ — $ Other property and equipment, net $ $ $ $ — $ Total assets $ $ $ $ $ Total liabilities $ $ $ $ $ For the Three Months Ended April 30, 2015 Exploration Corporate and Oilfield and Consolidated (in thousands) Production Services Other Eliminations Total Revenues: Oil, natural gas and natural gas liquids sales $ $ — $ — $ $ Oilfield services for third parties — — Intersegment revenues — — — Total revenues — Expenses: Lease operating and production taxes — — — Gathering, transportation and processing — — — Depreciation and amortization Impairments — — — Accretion of asset retirement obligations — — — Oilfield services — — General and administrative, net of amounts capitalized: Salaries and benefits — Share-based compensation — Other general and administrative — Total operating expenses Income (loss) from operations Other income (expense) Income (loss) before income taxes $ $ $ $ $ Eliminations and Other. For consolidation, intercompany revenues and expenses are eliminated with a corresponding reduction in Triangle’s capitalized well costs. Under the full cost method of accounting, we defer recognition of oilfield services income (intersegment revenues less cost of oilfield services and related depreciation) for wells that we operate and this deferred income is credited to proved oil and natural gas properties. In addition, we eliminate our non-operating partners’ share of oilfield services income for well completion activities on properties we operate. We also defer Caliber gross profit from our share of its income associated with services it provided that were capitalized by TUSA, by charging such gross profit against income from equity investment and crediting proved oil and natural gas properties. The above deferred income is indirectly recognized in future periods through a lower amortization rate as proved reserves are produced. For the three months ended April 30, 2015 and 2016, $0.5 million and $ 0.0 million, respectively, of the depreciation and amortization elimination relates to the Exploration and Production segment and the balance relates to the Oilfield Services segment. These differences, as well as differing amounts for impairments, result in basis differences between the net oil and gas property amounts presented in Triangle’s financial statements compared to those presented in TUSA’s standalone financial statements . |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Apr. 30, 2016 | |
Long-Term Debt [Abstract] | |
Long-term Debt | 3. LONG-TERM DEBT. T he Company’s long-term debt consisted of the following as of January 31, 2016 and April 30, 2016: (in thousands) January 31, 2016 April 30, 2016 TUSA credit facility due October 2018 $ $ RockPile credit facility due March 2019 TUSA 6.75% notes due July 2022 5% convertible note Other notes and mortgages payable Total principal Debt issuance costs Total debt Less current portion of debt: TUSA credit facility — RockPile credit facility TUSA 6.75% notes — Other notes and mortgages payable Debt issuance costs — Total current portion of long-term debt Total long-term debt $ $ TUSA Credit Facility. On April 11, 2013, TUSA entered into an Amended and Restated Credit Agreement, which was subsequently amended on various dates. On November 25, 2014, TUSA entered into a Second Amended and Restated Credit Agreement, which provides for a $1.0 billion senior secured revolving credit facility, with a sublimit for the issuance of letters of credit equal to $15.0 million. The TUSA credit facility has a maturity date of October 16, 2018. On April 30, 2015, TUSA entered into Amendment No. 1 to its Second Amended and Restated Credit Agreement (“Amendment No. 1”) to, among other things, replace the existing total funded debt leverage ratio with a senior secured leverage ratio, add an interest coverage ratio, and add an equity cure right for non-compliance with financial covenants. Borrowings under the TUSA credit facility bear interest, at TUSA’s option, at either (i) the adjusted base rate (the highest of (A) the administrative agent’s prime rate, (B) the federal funds rate plus 0.50% , or (C) the one month Eurodollar rate (as defined in the agreement) plus 1.0% ), plus an applicable margin that ranges between 0.50% and 1.50% , depending on TUSA’s utilization percentage of the then effective borrowing base, or (ii) the Eurodollar rate plus an applicable margin that ranges between 1.50% and 2.50% , depending on TUSA’s utilization percentage of the then effective borrowing base. The lenders redetermine the borrowing base under the TUSA credit facility on a semi-annual basis by May 1 and November 1. In addition, each of TUSA and the lenders may request an unscheduled borrowing base redetermination twice during each calendar year. If the new borrowing base resulting from any regularly scheduled, semi-annual redetermination is less than the amount of outstanding credit exposure under the credit facility, TUSA will be required to (i) pledge additional collateral, (ii) repay the principal amount of the loans in an amount sufficient to eliminate the excess, (iii) repay the excess in three equal monthly installments, or (iv) any combination of options (i) through (iii). In contrast, if a borrowing base deficiency results from an unscheduled redetermination, TUSA must immediately repay the excess and may not remedy such deficiency by pledging additional collateral or repaying the excess in installments. TUSA will pay a commitment fee that ranges between 0.375% and 0.50% per annum on the unused availability under the TUSA credit facility. The TUSA credit facility is collateralized by certain of TUSA’s assets, including (1) the adjusted engineered value of TUSA’s oil and natural gas interests evaluated in determining the borrowing base for the facility, and (2) all of the personal property of TUSA and its subsidiaries. The obligations under the TUSA credit facility are guaranteed by TUSA’s subsidiaries, but Triangle is not a guarantor. On April 28, 2016, the lenders significantly reduced the borrowing base under the credit facility from $350.0 million to $225.0 million, which was a greater reduction than we had anticipated. As of April 30, 2016, TUSA had $347.5 million of outstanding borrowings and $2.5 million of outstanding letters of credit under the credit facility, or $125.0 million in excess of the redetermined borrowing base (referred to as a borrowing base deficiency). TUSA had cash on hand of approximately $152.3 million at April 30, 2016. TUSA elected to repay the borrowing base deficiency in three equal monthly installments of $41.7 million, the first payment of which was paid on May 31, 2016. Any non-payment of the borrowing base deficiency could result in an event of default. The TUSA credit facility contains various covenants and restrictive provisions that may, among other things, limit TUSA’s ability to sell assets, incur additional indebtedness, pay dividends, make investments or loans and create liens. In addition, the facility contains financial covenants requiring TUSA to maintain specified ratios of consolidated current assets to consolidated current liabilities (current ratio), consolidated senior secured debt to consolidated EBITDAX (senior secured leverage ratio), and interest to consolidated EBITDAX (interest coverage ratio). On May 27, 2016, TUSA entered into the TUSA Forbearance Amendment, pursuant to which the lenders agreed to forbear exercising any rights or remedies available to them arising from any breach related to the minimum required current ratio or the senior secured leverage ratio that may have occurred as of April 30, 2016. The forbearance is conditioned upon , among other things, TUSA making the first borrowing base deficiency payment on May 31, 2016, maintaining minimum specified cash balances and agreeing not to prepay, redeem or purchase any other debt prior to its scheduled maturity other than certain refinancings. The forbearance is effective until the earlier of July 8, 2016 or specified forbearance termination events including the commencement of any bankruptcy or reorganization proceeding under applicable bankruptcy or insolvency law. As of April 30, 2016, TUSA was in breach of the minimum current ratio requirement. Although it is difficult to forecast future operations in this low commodity price environment, TUSA may not comply with all of the financial covenants contained in its credit facility in future periods unl ess those requirements are waived or amended or unless TUSA can obtain new capital or equity cure financing. The greater than expected reduction in the borrowing base contributed to the breach of the minimum current ratio requirement at April 30, 2016, and will have a negative impact on TUSA’s expected financial covenant performance for the remainder of fiscal year 2017 and increase the amount of any needed equity cure. TUSA remains in discussions regarding strategic alternatives , but there are no guarantees these discussions or negotiations will be successful. If TUSA is unable to reach agreement with its lenders, obtain waivers, find acceptable alternative financing or obtain equity cure contributions, TUSA’s credit facility lenders could elect to declare some or all of the amounts outstanding under the facility to be immediately due and payable after the forbearance period ends. If this happens, the Company does not currently have sufficient liquidity to make the TUSA equity cure s that we expect may be necessary in the next 12 months, and TUSA does not have sufficient cash on hand to repay this outstanding debt. Therefore, the condensed consolidated balance sheet reflects all of the amounts outstanding under the TUSA credit facility as current liabilities as of April 30, 2016. Triangle has not guaranteed TUSA’s obligations under the credit facility. RockPile Credit Facility . On March 25, 2014, RockPile entered into a Credit Agreement to provide a $100.0 million senior secured revolving credit facility. On November 13, 2014, RockPile entered into Amendment No. 1 to Credit Agreement and Incremental Commitment Agreement, which amended the credit facility to increase the borrowing capacity under the facility from $100.0 million to $150.0 million. The RockPile credit facility has a maturity date of March 25, 2019. Borrowings under the RockPile credit facility bear interest, at RockPile’s option, at either (i) the alternative base rate (the highest of (a) the administrative agent’s prime rate, (b) the federal funds rate plus 0.5% , or (c) the one-month adjusted Eurodollar rate (as defined in the agreement) plus 1.0% ), plus an applicable margin that ranges between 1.5% and 2.25% , depending on RockPile’s leverage ratio as of the last day of RockPile’s most recently completed fiscal quarter, or (ii) the Eurodollar rate plus an applicable margin that ranges between 2.50% and 3.25% , depending on RockPile’s leverage ratio as of the last day of RockPile’s most recently completed fiscal quarter. RockPile pays a commitment fee that ranges between 0.375% and 0.50% per annum on the unused availability under the RockPile credit facility. RockPile also pays a per annum fee on all letters of credit issued under the RockPile credit facility, which will equal the applicable margin for loans accruing interest based on the Eurodollar rate and a fronting fee to the issuing lender equal to 0.125% of the letter of credit amount. The obligations under the RockPile credit facility are guaranteed by RockPile’s subsidiaries, but Triangle is not a guarantor. The RockPile credit facility contains financial covenants requiring RockPile to maintain specified ratios of consolidated debt to EBITDA and Adjusted EBITDA to Fixed Charges. RockPile has a cure right to obtain a cash capital contribution from Triangle or another investor approved by Triangle on or before ten days following the date that its compliance certificates are due ( 45 days after quarter ends and 120 days after its fiscal year end) to cure such a breach (an equity cure). The cure amount is defined as the amount which, if added to EBITDA for the test period in which a default of the financial covenant occurred, would cause the financial covenant for such test period to be satisfied. RockPile may exercise this cure right in no more than two of any four consecutive fiscal quarters and no more than five times during the term of the credit facility. To date, RockPile has not exercised an equity cure right. On April 13, 2016, RockPile entered into the RockPile Waiver Amendment, which waived any default or event of default in connection with the financial covenants that occurred as of January 31, 2016 and April 30, 2016. The waivers are conditioned on RockPile agreeing to certain informational and process requirements and deadlines. Following the execution of the RockPile Waiver Amendment, RockPile is precluded from drawing additional funds absent further amendment of the facility. Beginning with the second quarter and for the remainder of fiscal year 2017, RockPile does not expect to comply with all of the financial covenants contained in its credit facility unless those requirements are also waived or amended or unless RockPile can obtain new capital or equity cure financing. RockPile remains in discussions regarding strategic alternatives , but there are no guarantees these discussions or negotiations will be successful. If RockPile is unable to reach agreement with its lenders, obtain waivers, find acceptable alternative financing or obtain equity cure contributions, RockPile’s credit facility lenders could elect to declare some or all of the amounts outstanding under the facility to be immediately due and payable. If this happens, the Company does not currently have sufficient liquidity to make the RockPile equity cure and RockPile does not have sufficient cash on hand to repay this outstanding debt. Therefore, the condensed consolidated balance sheet reflects all of the amounts outstanding under the RockPile credit facility as current liabilities as of January 31, 2016 and April 30, 2016. Triangle has not guaranteed RockPile’s obligations under the credit facility, and there are no cross-default provisions in Triangle’s or TUSA’s other debt agreements that could cause the acceleration of such indebtedness as a result of the RockPile credit facility default. TUSA 6.75% Notes . On July 18, 2014, TUSA and a wholly-owned subsidiary guarantor entered into an Indenture (the “Indenture”) governing the terms of TUSA’s $450.0 million aggregate principal amount of 6.75% Senior Notes due 2022 (the “TUSA 6.75% Notes”). The TUSA 6.75% Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act. The TUSA 6.75% Notes are senior unsecured obligations of TUSA and are guaranteed on a senior unsecured basis by the initial guarantor and another TUSA wholly-owned subsidiary that became a guarantor of the TUSA 6.75% Notes in early December 2014. The TUSA 6.75% Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The TUSA 6.75% Notes bear interest at a rate of 6.75% per year, accruing from July 18, 2014. Interest on the TUSA 6.75% Notes is payable semiannually in arrears on January 15 and July 15 of each year. The TUSA 6.75% Notes will mature on July 15, 2022, subject to earlier repurchase or redemption in accordance with the terms of the Indenture. The Company incurred $10.5 million of offering costs which have been deferred and are being recognized using the effective interest method over the life of the notes. TUSA may redeem some or all of the TUSA 6.75% Notes at any time prior to July 15, 2017 at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, to the redemption date and a make-whole premium set forth in the Indenture. On or after July 15, 2017, TUSA may redeem some or all of the TUSA 6.75% Notes at any time at a price equal to 105.063% of the principal amount of the notes redeemed ( 103.375% after July 15, 2018, 101.688% after July 15, 2019 and 100% on and after July 15, 2020), plus accrued and unpaid interest, if any, to the redemption date. In addition, at any time prior to July 15, 2017, TUSA may redeem up to 35% of the aggregate principal amount of the TUSA 6.75% Notes at 106.75% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of certain equity offerings and cash contributions to capital stock. If TUSA experiences certain change of control events, TUSA must offer to repurchase the TUSA 6.75% Notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. The Indenture permits the re purchase of TUSA 6.75% Notes in the open market. During the first quarter of fiscal year 2017, TUSA repurchased TUSA 6.75% Notes with a face valu e of $17.6 million for $3.2 m illion, and Triangle repurchased TUSA 6.75% Notes with a face value of $8.2 million for $1.4 million. TUSA immediately retired the TUSA 6.75% Notes repurchased during the first quarter, and Triangle continues to hold the TUSA 6.75% Notes that it repurchased. As a result of the repurchases, the Company recognized a gain on extinguishment of debt of $21.2 million for the quarter ended April 30, 2016 . The Indenture contains covenants that, among other things, restrict TUSA’s ability and the ability of any restricted subsidiary to sell certain assets; make certain dividends, distributions, investments and other restricted payments; incur certain additional indebtedness and issue preferred stock; create certain liens; enter into transactions with affiliates; designate subsidiaries as unrestricted subsidiaries, and consolidate, merge or sell substantially all of TUSA’s assets. These covenants are subject to a number of important exceptions and qualifications. As noted above, if the TUSA credit facility lenders declare any financial covenant breach an event of default, there are cross-default provisions in the Indenture of the TUSA 6.75% Notes that could enable holders of the TUSA 6.75% Notes to declare some or all of the amounts outstanding under the TUSA 6.75% Notes to be immediately due and payable and TUSA does not have sufficient cash on hand to repay this outstanding debt. Therefore, the condensed consolidated balance sheet reflects the balance outstanding of the TUSA 6.75% Notes as current liabilities as of April 30, 2016. Triangle has not guaranteed TUSA’s obligations under the TUSA 6.75% Notes. Convertible Note. On July 31, 2012, the Company sold to NGP Triangle Holdings, LLC a 5% convertible note with an initial principal amount of $120.0 million (the “Convertible Note”) that became convertible after November 16, 2012, in whole or in part, into the Company’s common stock at a conversion rate of one share per $8.00 of outstanding balance. The Convertible Note accrues interest at a rate of 5.0% per annum, compounded quarterly, on each December 31, March 31, June 30 and September 30, and on the date of any redemption, conversion or exchange of the Convertible Note. Such interest is paid-in-kind by adding to the principal balance of the Convertible Note, provided that, after September 30, 2017, the Company has the option to make such interest payments in cash. As of April 30, 2016, $24.6 million of accrued interest has been added to the principal balance of the Convertible Note. The Convertible Note does not have a stated maturity. Following July 31, 2017, if the trading price of the Company’s common stock exceeds $11.00 per share for 20 consecutive trading days and certain trading volume requirements are met, the Company can elect to redeem all (but not less than all) of the Convertible Note at a price equal to the outstanding principal amount plus accrued and unpaid interest, payable, at the Company’s option, in cash or common stock. Following July 31, 2020, the Company can elect to redeem all (but not less than all) of the Convertible Note at a price equal to the outstanding principal plus accrued and unpaid interest, payable in cash. Further, following July 31, 2022, a change of control of the Company, or certain other fundamental changes (as defined in the indenture), the holder of the Convertible Note will have the right to require the Company to redeem the Convertible Note at a price equal to the outstanding principal amount plus accrued and unpaid interest, with an additional make-whole payment for scheduled interest payments remaining if such right is exercised prior to July 31, 2017. If any creditor exercises their right to demand payment, it may reduce the amortization period of related unamortized debt issuance costs. |
Hedging And Commodity Derivativ
Hedging And Commodity Derivative Financial Instruments | 3 Months Ended |
Apr. 30, 2016 | |
Hedging And Commodity Derivative Financial Instruments [Abstract] | |
Commodity Derivative Instruments | 4. HEDGING AND COMMODITY DERIVATIVE FINANCIAL INSTRUMENTS. Through TUSA, the Company has entered into commodity derivative instruments utilizing costless collars and swaps to reduce the effect of price changes on a portion of our future oil production. A collar requires us to pay the counterparty if the settlement price is above the ceiling price, and requires the counterparty to pay us if the settlement price is below the floor price. The objective of the Company’s use of derivative financial instruments is to achieve more predictable cash flows in an environment of volatile oil and natural gas prices and to manage its exposure to commodity price risk. While the use of these derivative instruments limits the downside risk of adverse price movements, such use may also limit the Company’s ability to benefit from favorable price movements. The Company may, from time to time, add incremental derivatives to hedge additional production, restructure or reduce existing derivative contracts, or enter into new transactions to modify the terms of current contracts in order to realize the current value of the Company’s existing positions. The Company does not enter into derivative contracts for speculative purposes. The use of derivatives involves the risk that the counterparties to such instruments will be unable to meet the financial terms of such contracts. The Company’s derivative contracts are currently with six counterparties. The Company has netting arrangements with each counterparty that provide for the offset of payables against receivables from separate derivative arrangements with the same underlier with the counterparty in the event of contract termination. The derivative contracts may be terminated by a non-defaulting party in the event of default by one of the parties to the agreement. The Company’s commodity derivative instruments are measured at fair value. The Company has not designated any of its derivative contracts as fair value or cash flow hedges. Therefore, the Company does not apply hedge accounting to its commodity derivative instruments. Net gains and losses on derivative activities are recorded based on the changes in the fair values of the derivative instruments. The Company’s cash flows are only impacted when the actual settlements under the commodity derivative contracts result in a payment to or from the counterparty. These settlements under the commodity derivative contracts are reflected as operating activities in the Company’s condensed consolidated statements of cash flows. The components of commodity derivative gains (losses) in the condensed consolidated statements of operations are as follows: For the Three Months Ended April 30, (in thousands) 2015 2016 Realized commodity derivative gains (losses) $ $ Unrealized commodity derivative gains (losses) Commodity derivative gains (losses), net $ $ The Company’s commodity derivative contracts as of April 30, 2016 are summarized below: Weighted Weighted Weighted Contract Quantity Average Average Average Type Basis (1) (Bbl/d) Put Strike Call Strike Price May 1, 2016 to January 31, 2017 Swap NYMEX n/a n/a $ February 1, 2017 to January 31, 2018 Swap NYMEX n/a n/a $ (1) “NYMEX” refers to West Texas Intermediate crude oil prices at Cushing, Oklahoma as quoted on the New York Mercantile Exchange. The estimated fair values of commodity derivatives included in the condensed consolidated balance sheets at January 31, 2016 and April 30, 2016 are summarized below. The Company does not offset asset and liability positions with the same counterparties within the condensed consolidated financial statements; rather, all contracts are presented at their gross estimated fair value. (in thousands) January 31, 2016 April 30, 2016 Current Assets: Crude oil derivative contracts $ $ Other Long-Term Assets: Crude oil derivative contracts Total derivative asset $ $ |
Equity Investment And Equity In
Equity Investment And Equity Investment Derivatives | 3 Months Ended |
Apr. 30, 2016 | |
Equity Investment [Abstract] | |
Equity Investment | 5. EQUITY INVESTMENT AND EQUITY INVESTMENT DERIVATIVES. Equity Investment . The following summarizes the activities related to the Company’s equity investment in Caliber for the three months ended April 30, 2016: For the Three Months Ended April 30, (in thousands) 2016 Balance at beginning of year $ Capital contributions — Distributions — Equity investment share of net income before intra-company profit eliminations Change in fair value of warrants — Other than temporary impairment — Balance at end of year $ Fair value of trigger unit warrants and warrants at April 30, 2016 $ Equity Investment Derivatives. At January 31, 2016 and April 30, 2016, the Company held Class A (Series 1 through Series 4 and Series 6) Warrants to acquire additional ownership in Caliber. These instruments are considered to be equity investment derivatives and are valued at each reporting period using valuation techniques for which the inputs are generally less observable than from objective sources. |
Capital Stock
Capital Stock | 3 Months Ended |
Apr. 30, 2016 | |
Capital Stock [Abstract] | |
Capital Stock | 6. CAPITAL STOCK. At April 30, 2016, t he Company had 106.5 million shares of common stock issued or reserved for issuance and 76.3 million shares of common stock issued and outstanding . The Company also had 0.9 million shares of common stock reserved for issuance pursuant to outstanding awards under its 2011 Omnibus Incentive Plan, 6.0 million shares of common stock reserved for issuance under its CEO Stand-Alone Stock Option Agreement, 1.6 million shares of common stock reserved for issuance pursuant to outstanding awards under its 2014 Equity Incentive Plan (the “2014 Plan”), and 3.6 million shares of reserved common stock that remained available for issuance under the 201 4 Plan. Lastly, the Company had 18.1 million shares of common stock reserved for issuance pursuant to the Convertible Note. The Company’s Board of Directors (the “Board”) approved a program authorizing the repurchase of outstanding shares of the Company’s common stock in amounts equal to the aggregate of (i) $25.0 million of the Company’s common stock (“Tranche 1”), (ii) up to the number of shares of common stock authorized for issuance under the Company’s 2014 Equity Incentive Plan and its CEO Stand-Alone Stock Option Agreement (“Tranche 2”), and (iii) up to the number of shares of common stock potentially issuable, at any given time, pursuant to the paid-in-kind interest accrued on the Convertible Note (“Tranche 3”). The program stipulates that shares of common stock may be repurchased from time to time, in amounts and at prices that the Company deems appropriate, subject to market and business conditions and other considerations. The repurchase program has no expiration date and may be suspended or discontinued at any time without prior notice. There were no common stock repurchases for the three months ended April 30, 2016. As of April 30, 2016, the number of shares of common stock remaining available for repurchase under the Board approved program was 6,033,290 shares. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Apr. 30, 2016 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | 7. SHARE-BASED COMPENSATION. The Company has granted equity awards to officers, directors, and certain employees of the Company including restricted stock units and stock options. In addition, RockPile has granted Series B Units which represent interests in future RockPile profits. The Company measures its awards based on the award’s grant date fair value which is recognized on a straight-line basis over the applicable vesting period. On May 27, 2014, the Board approved the 2014 Plan, which was approved by the Company’s stockholders on July 17, 2014. No additional awards may be granted under prior plans but all outstanding awards under prior plans shall continue in accordance with their applicable terms and conditions. The 2014 Plan authorizes the Company to issue stock options, SARs, restricted stock, restricted stock units, cash awards, and other awards to any employees, officers, directors, and consultants of the Company and its subsidiaries. The maximum number of shares of common stock issuable under the 2014 Plan is 6.0 million shares, subject to adjustment for certain transactions. For the three months ended April 30, 2015 and 2016, the Company recorded share-based compensation as follows : For the Three Months Ended April 30, (in thousands) 2015 2016 Restricted stock units $ $ Stock options RockPile Series B Units Less amounts capitalized to oil and natural gas properties Compensation expense $ $ Restricted Stock Units . As of April 30, 2016 there was approximately $10.0 million of total unrecognized compensation expense related to unvested restricted stock units. This compensation expense is expected to be recognized over the remaining vesting period of the related awards of approximately 1.9 years on a weighted average basis. When restricted stock units vest, the holder has the right to receive one share of the Company’s common stock per vesting unit. The following table summarizes the activity for our restricted stock units during the three months ended April 30, 2016: Weighted Average Number of Award Date Shares Fair Value Restricted stock units outstanding - January 31, 2016 $ Units granted — $ — Units forfeited $ Units vested $ Restricted stock units outstanding - April 30, 2016 $ Stock Options. The following table summarizes the activity for our stock options during the three months ended April 30, 2016: Weighted Number of Average Shares Exercise Price Options outstanding - January 31, 2016 (1,433,334 exercisable) $ Options forfeited $ Options exercised — $ — Options granted — $ — Options outstanding - April 30, 2016 (1,433,334 exercisable) 6,233,334 $ The following table summarizes the stock options outstanding at April 30, 2016 : Remaining Exercise Price Contractual Life Number of Shares per Share (years) Outstanding Exercisable $ $ $ $ $ $ $ $ Weighted average exercise price per share $ $ Weighted average remaining contractual life As of April 30, 2016 there was approximately $8.0 million of total unrecognized compensation expense related to stock options. This compensation expense is expected to be recognized over the remaining vesting period of the related awards of approximately 2.2 years. RockPile Share-Based Compensation. RockPile currently has two classes of equity; Series A Units, which are voting units with an 8% preference, and Series B Units, which are non-voting equity awards that generally vest over a requisite service period of 3 to 5 years. RockPile approved a plan that includes provisions allowing RockPile to make equity grants in the form of restricted units (“Series B Units”) pursuant to Restricted Unit Agreements. The plan authorizes RockPile to issue an aggregate of up to 6.0 million Series B Units in multiple series designated by a sequential number with the right to reissue forfeited or redeemed Series B Units. The following table summarizes the activity for RockPile’s Series B Units for the three months ended April 30, 2016: Series Series Series Series Series Series B-1 units B-2 units B-3 units B-4 units B-5 units B-6 units Total Units outstanding - January 31, 2016 Units redeemed — — — — — — — Units granted — — — — — — — Units forfeited — — — — — — — Units outstanding - April 30, 2016 Vested — — Unvested — — Compensation costs are determined using a Black-Scholes option pricing model based upon the grant date calculated fair market value of the award and is recognized ratably over the applicable vesting period. As of April 30, 2016, there was approximately $1.7 million of unrecognized compensation expense related to unvested Series B Units. We expect to recognize such expense on a pro-rata basis on the Series B Units’ over the remaining vesting period of the related awards of 2.6 years. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 8. FAIR VALUE MEASUREMENTS. The FASB’s ASC 820, Fair Value Measurement and Disclosure , establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: · Level 1: Quoted prices are available in active markets for identical assets or liabilities; · Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; and · Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flows models or valuations. The financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The following table presents the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of January 31, 2016 and April 30, 2016, by level withi n the fair value hierarchy: As of January 31, 2016 (in thousands) Level 1 Level 2 Level 3 Total Assets: Commodity derivative assets $ — $ $ — $ Equity investment derivative assets $ — $ — $ $ Liabilities: Commodity derivative liabilities $ — $ — $ — $ — RockPile earn-out liability $ — $ $ — $ As of April 30, 2016 (in thousands) Level 1 Level 2 Level 3 Total Assets: Commodity derivative assets $ — $ $ — $ Equity investment derivative assets $ — $ — $ $ Liabilities: RockPile earn-out liability $ — $ $ — $ Commodity Derivative Instruments. The Company determines its estimate of the fair value of commodity derivative instruments using a market approach based on several factors, including quoted market prices in active markets, quotes from third-parties, the credit rating of each counterparty, and the Company’s own credit rating. In considering counterparty credit risk, the Company assessed the possibility of whether the counterparty to the derivative would default by failing to make any contractually required payments. The Company believes that each of its counterparties is creditworthy and has the financial resources and willingness to meet its potential repayment obligations associated with the derivative transactions. At April 30, 2016, commodity derivative instruments utilized by the Company consisted of swaps. The Company’s commodity derivative instruments are valued using public indices and are traded with third-party counterparties, but are not openly traded on an exchange. As such, the Company has classified these commodity derivative instruments as Level 2. Caliber Class A Warrants (Series 1 through Series 4 and Series 6). The Company determines its estimate of the fair value of Caliber Class A Warrants using a Monte Carlo Simulation (“MCS”) model. For each MCS, the values of the Class A Units and Class A Warrants were forecasted at the end of each quarter based on a predetermined yield, and the strike price for the warrant is adjusted accordingly. At April 30, 2016, the fair values of the underlying Class A Units and Class A Warrants were estimated employing an income approach using a MCS model and discounted cash flows, and a market approach based on observed valuation multiples for comparable public companies. Key inputs into these valuation approaches are generally less observable than those from objective sources. Therefore, the Company has classified these instruments as Level 3. Earn-out Liability. The Company determined the estimated fair value of the earn-out liability relating to RockPile’s acquisition of Team Well Service, Inc. using a market approach based on information derived from an analysis performed for RockPile by an independent third-party. This analysis used publicly available information from market participants in the same industry, generally accepted methods for estimating an investor’s return requirements, and quoted market prices in active markets. As such, the earn-out liability has been classified as Level 2. Fair Value of Financial Instruments . The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable and payable, derivatives and Caliber Class A Warrants (discussed above), and long-term debt. The carrying values of cash equivalents and accounts receivable and payable are representative of their fair values due to their short-term maturities. The carrying amount of the Company’s revolving credit facilities approximated fair value because the interest rate of the facilities is variable. The fair values of the other notes and mortgages payable is not significantly different than their carrying values. The fair value of the TUSA 6.75% Notes is derived from quoted market prices (Level 1). The Convertible Note’s estimated fair value is based on quoted market prices for similar debt instruments and option pricing (Level 3). This disclosure does not impact our financial position, results of operations or cash flows. The carrying values and fair values of the Company’s debt instruments are as follows : January 31, 2016 April 30, 2016 Carrying Estimated Carrying Estimated (in thousands) Value Fair Value Value Fair Value TUSA credit facility $ $ $ $ RockPile credit facility (A) (A) TUSA 6.75% notes (A) 5% convertible note (A) Other notes and mortgages payable (A) As described further in Notes 1 and 3, TUSA and RockPile are or are expected to be in breach of certain financial covenants and the Company has engaged professional advisors to advise it in restructuring certain debt instruments. Therefore, the Company is unable to reasonably determine the fair value for these financial instruments due to a lack of actively quoted market prices and uncertainties related to these restructuring activities . |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. RELATED PARTY TRANSACTIONS. TUSA and an affiliate of Caliber have entered into certain midstream services agreements for (i) crude oil gathering, stabilization, treating and redelivery; (ii) natural gas compression, gathering, dehydration, processing and redelivery; (iii) produced water transportation and disposal services; and (iv) fresh water transportation for TUSA’s oil and natural gas drilling and production operations. The agreements also include an acreage dedication from TUSA and a firm volume commitment by the Caliber affiliate for each service line. TUSA has agreed to deliver minimum monthly revenues derived from the fees paid by TUSA to the Caliber affiliate for volumes of oil, natural gas, produced water, and fresh water for a primary term of 15 years beginning in 2014. The aggregate minimum revenue commitment over the term of the agreements is $405.0 million, of which $293.7 million was outstanding at April 30, 2016. The agreements permit TUSA to build up credits against future monthly commitments for the excess of actual monthly revenues over the minimum monthly revenues. As of April 30, 2016, TUSA has built up a cumulative credit of $41.5 million. Credits may be carried forward for a period of four years from the date of the accrual. TUSA is required to pay Caliber for any deficiency of actual monthly revenues if no credits are available. TUSA and an affiliate of Caliber have also entered into a gathering services agreement, pursuant to which the Caliber affiliate will provide certain gathering-related measurement services to TUSA, and a fresh water sales agreement that will make available certain volumes of fresh water for purchase by TUSA at a set per barrel fee for a primary term of five years from the in-service date in March 2015. The fresh water sales agreement obligates TUSA to purchase all of the fresh water it requires for its drilling and operating activities exclusively from the Caliber affiliate, subject to availability, but it does not require TUSA to purchase a minimum volume of fresh water. TUSA had payables to Caliber of $ 14.6 million and $ 19.5 million at January 31, 2016 and April 30, 2016, respectively. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Apr. 30, 2016 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 10. CONTINGENCIES . On May 26, 2016, the Company received a demand for arbitration in connection with an exploration and development agreement entered into in August 2011 with a third party operator. The demand alleges damages in connection with non-payment of a promote fee established under the agreement for 10% of the cost of drilling wells in which the Company participated that were drilled in an area of mutual interest. The Company is assessing the merits of the claim but does not anticipate that it will have a material effect on its consolidated financial position, results of operations or liquidity. In addition, the Company is a party from time to time to other claims and legal actions that arise in the ordinary course of business. The Company believes that the ultimate impact, if any, of these other claims and legal actions will not have a material effect on its consolidated financial position, results of operations or liquidity. |
Supplemental Disclosures Of Cas
Supplemental Disclosures Of Cash Flow Information | 3 Months Ended |
Apr. 30, 2016 | |
Supplemental Disclosures of Cash Flow Information [Abstract] | |
Supplemental Disclosures of Cash Flow Information | 1 1 . SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION. For the Three Months Ended April 30, (in thousands) 2015 2016 Cash paid during the period for: Interest expense $ $ Income taxes $ — $ — Non-cash investing activities: Additions (reductions) to oil and natural gas properties through: Increase (decrease) in accounts payable and accrued liabilities $ $ Capitalized stock based compensation $ $ Change in asset retirement obligations $ $ — |
Summary Of Significant Accoun19
Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of Presentation. These unaudited condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and are expressed in U.S. dollars. Preparation in accordance with GAAP requires us to (i) adopt accounting policies within accounting rules set by the Financial Accounting Standards Board (“FASB”) and by the Securities and Exchange Commission (“SEC”), and (ii) make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and other disclosed amounts. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. We believe the disclosures made are adequate to make the information not misleading. We recommend that these unaudited condensed consolidated financial statements be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016, as filed with the SEC (“Fiscal 2016 Form 10-K”). In the opinion of management, all material adjustments considered necessary for a fair presentation of the Company’s interim results have been reflected. All such adjustments are considered to be of a normal recurring nature. The results for interim periods are not necessarily indicative of annual results. No condensed consolidated statement of comprehensive income (loss) is presented because the Company had no comprehensive income or loss activity in the periods presented . |
Liquidity and Ability to Continue as a Going Concern | Liquidity and Ability to Continue as a Going Concern . The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business. As such, the accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. Although the Company is continuing to minimize its capital expenditures, reduce costs and maximize cash flows from operations, continued low commodity prices are expected to result in significantly lower levels of cash flow from operating activities in the future and have limited the Company’s ability to access capital markets. These factors and the TUSA and RockPile covenant compliance issues discussed below raise substantial doubt about the Company’s ability to continue as a going concern. TUSA Liquidity and Covenants . On April 28, 2016, TUSA’s credit facility lenders significantly reduced the borrowing base under the credit facility from $350.0 million to $225.0 million, which was a greater reduction than we had anticipated. As of April 30, 2016, TUSA had $347.5 million of outstanding borrowings and $2.5 million of outstanding letters of credit under the credit facility, or $125.0 million in excess of the redetermined borrowing base (referred to as a borrowing base deficiency). TUSA had cash on hand of approximately $152.3 million at April 30, 2016. TUSA elected to repay the borrowing base deficiency in three equal monthly installments of $41.7 million, the first payment of which was paid on May 31, 2016. Any non-payment of the borrowing base deficiency could result in an event of default. As of April 30, 2016, TUSA was in breach of the credit facility’s minimum current ratio requirement. On May 27, 2016, TUSA entered into a Forbearance and Amendment No. 2 to Second Amended and Restated Credit Agreement (the “TUSA Forbearance Amendment”) with its credit facility lenders, pursuant to which the lenders agreed to forbear exercising any rights or remedies available to them arising from any breach related to the minimum required current ratio or the senior secured leverage ratio that may have occurred as of April 30, 2016. The forbearance is effective until the earlier of July 8, 2016 or specified forbearance termination events including the commencement of any bankruptcy or reorganization proceeding under applicable bankruptcy or insolvency law. Although it is difficult to forecast future operations in this low commodity price environment, TUSA may not comply with all of the financial covenants contained in its credit facility in future periods unless those requirements are waived or amended or unless TUSA can obtain new capital or equity cure financing. The greater than expected reduction in the borrowing base contributed to the breach of the minimum current ratio requirement at April 30, 2016, and will have a negative impact on TUSA’s expected financial covenant performance for the remainder of fiscal year 2017 and increase the amount of any needed equity cure. TUSA remains in discussions regarding strategic alternatives , but there are no guarantees these discussions or negotiations will be successful. If TUSA is unable to reach agreement with its lenders, obtain waivers, find acceptable alternative financing or obtain equity cure contributions, TUSA’s credit facility lenders could elect to declare some or all of the amounts outstanding under the facility to be immediately due and payable after the forbearance period ends. If this happens, the Company does not currently have sufficient liquidity to make the equity cure s for the credit facility that we expect may be necessary in the next 12 months. As more fully described in Note 3, i f the TUSA credit facility lenders declare any financial covenant breach or non-payment of the borrowing base deficiency an event of default, there are cross-default provisions in the Indenture of the TUSA 6.75% Notes (as defined below) that could enable holders of the TUSA 6.75% Notes to also declare some or all of the amounts outstanding under the TUSA 6.75% Notes to be immediately due and payable. TUSA does not have sufficient liquidity to repay the credit facility and the TUSA 6.75% Notes . Therefore, the condensed consolidated balance sheet reflects all of the amounts outstanding under the TUSA credit facility and the balance outstanding of the TUSA 6.75% Notes as current liabilities as of April 30, 2016. TUSA could then be required to pursue in- and out-of-court restructuring transactions and Triangle could lose control of TUSA. Triangle has not guaranteed TUSA’s obligations under the TUSA credit facility or the TUSA 6.75% Notes. RockPile Liquidity and Covenants . On April 13, 2016, RockPile entered into Amendment No. 2 to Credit Agreement ( the “ RockPile Waiver Amendment”), which waived any default or event of default in connection with the financial covenants that occurred as of January 31, 2016 and April 30, 2016. Following the execution of the RockPile Waiver Amendment, RockPile is precluded from drawing additional funds absent further amendment of the facility. Beginning with the second quarter and for the remainder of fiscal year 2017, RockPile does not expect to comply with all of the financial covenants contained in its credit facility unless those requirements are also waived or amended or unless RockPile can obtain new capital or equity cure financing as discussed further in Note 3. RockPile remains in discussions regarding strategic alternatives , but the success of these discussions and negotiations is uncertain. In addition, if RockPile is unable to reach agreement with its lenders, obtain waivers, find acceptable alternative financing or obtain equity cure contributions, RockPile’s credit facility lenders could elect to declare some or all of the amounts outstanding under the facility to be immediately due and payable. If this happens, the Company does not currently have sufficient liquidity to make the equity cure and RockPile does not have sufficient cash on hand to repay this outstanding debt. Therefore, the condensed consolidated balance sheet reflects all of the amounts outstanding under the RockPile credit facility as current liabilities as of April 30, 2016. RockPile could then be required to pursue in- and out-of-court restructuring transactions and Triangle could lose control of RockPile. Triangle has not guaranteed RockPile’s obligations under the credit facility, and there are no cross-default provisions in Triangle’s or TUSA’s other debt agreements that could cause the acceleration of such indebtedness as a result of the RockPile credit facility default. Triangle Liquidity . Triangle recently engaged certain professional advisors to assist it in the process of analyzing various strategic alternatives to address our liquidity and capital structure, including: (i) obtaining waivers or amendments from RockPile’s and TUSA’s lenders; (ii) obtaining additional sources of capital from asset sales, issuances of debt or equity securities, debt for equity swaps, or any combination thereof; and (iii) pursuing in- and out-of-court restructuring transactions. In connection with a debt restructuring or refinancing, we may seek to convert a significant portion of our outstanding debt to equity, including the exchange of debt for shares of our common stock or for shares of TUSA or RockPile . In addition, we may seek to reduce our cash interest cost and extend debt maturity dates by negotiating the exchange of outstanding debt for new debt with modified terms or other measures. While we anticipate engaging in active dialogue with our creditors, at this time we are unable to predict the outcome of such discussions, the outcome of any strategic transactions that we may pursue or whether any such efforts will be successful. As a result of the above, substantial doubt exists regarding the ability of Triangle to continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business. |
Use of Estimates | Use of Estimates. In the course of preparing its condensed consolidated financial statements, management makes various assumptions, judgments, and estimates to determine the reported amount of assets, liabilities, revenue, and expenses, and in the disclosures of commitments and contingencies. Changes in these assumptions, judgments and estimates will occur as a result of the passage of time and the occurrence of future events and, accordingly, actual results could differ from amounts initially established. Significant areas requiring the use of assumptions, judgments and estimates include (i) oil and natural gas reserves; (ii) cash flow estimates used in ceiling tests of oil and natural gas properties; (iii) depreciation and amortization; (iv) impairment of unproved properties, investment in equity method investees and other assets; (v) assigning fair value and allocating purchase price in connection with business combinations; (vi) accrued revenue and related receivables; (vii) valuation of commodity derivative instruments and equity derivative instruments; (viii) accrued expenses and related liabilities; (ix) valuation of share-based payments and (x) income taxes. Although management believes these estimates are reasonable, actual results could differ from these estimates. The Company has evaluated subsequent events and transactions for matters that may require recognition or disclosure in these condensed consolidated financial statements. |
Principles of Consolidation | Principles of Consolidation. The accounts of Triangle and its wholly-owned subsidiaries are presented in the accompanying condensed consolidated financial statements. All significant intercompany transactions and balances are eliminated in consolidation. Triangle generally uses the equity method of accounting for investments in entities in which Triangle has an ownership between 20% and 50% and exercises significant influence. The investment in Caliber is accounted for utilizing the equity method of accounting. |
Oil And Natural Gas Properties | Oil and Natural Gas Properties. We use the full cost method of accounting, which involves capitalizing all acquisition, exploration, exploitation and development costs of oil and natural gas properties. Once we incur costs, they are recorded in the amortizable pool of proved properties or in unproved properties, collectively, the full cost pool. We review our unproved oil and natural gas property costs on a quarterly basis to assess for impairment or the need to transfer unproved costs to proved properties as a result of extensions or discoveries from drilling operations. At the end of each quarterly period, we must compute a limitation on capitalized costs, which is equal to the sum of the present value of estimated future net revenues from our proved reserves by applying the average price as prescribed by the SEC (unweighted arithmetic average of commodity prices in effect on the first day of each of the previous twelve months), less estimated future expenditures (based on current costs) to develop and produce the proved reserves, discounted at 10% , plus the cost of properties not being amortized and the lower of cost or estimated fair value of unproved properties included in the costs being amortized, net of income tax effects. We then conduct a “ceiling test” that compares the net book value of the full cost pool, after taxes, to the full cost ceiling limitation. In the event the full cost ceiling limitation is less than the full cost pool, we are required to record an impairment of our oil and natural gas properties. The ceiling test for each period presented was based on the following average spot prices, in each case adjusted for quality factors and regional differentials to derive estimated future net revenues. Prices presented in the table below are the trailing 12 month simple average spot prices at the first of the month for natural gas at Henry Hub (“HH”) and West Texas Intermediate (“WTI”) crude oil at Cushing, Oklahoma. The fluctuations demonstrate the volatility in oil and natural gas prices between each of the periods and have a significant impact on our ceiling test limitation. January 31, 2016 April 30, 2016 Oil (per Bbl) $ $ Natural gas (per MMbtu) $ $ Natural gas liquids (per Bbl) $ $ We recognized impairments to our proved oil and natural gas properties of $79.0 million for the quarter ended April 30, 2016, primarily due to the decline in oil, natural gas and natural gas liquids prices. We will incur additional impairments to our oil and natural gas properties in future quarters if prices stay at current levels or decline further. The amount of any future impairment is difficult to predict, and will depend, in part, upon future oil, natural gas and natural gas liquids (“NGL”) prices to be utilized in the ceiling test, estimates of proved reserves and future capital expenditures and operating costs. The ceiling limitation is not intended to be indicative of the fair market value of our proved reserves or future results. Impairment charges do not affect cash flow from operating activities but do adversely affect our net income and stockholders’ equity. Any recorded impairment of oil and natural gas properties is not reversible at a later date. The evaluation of impairment of our oil and natural gas properties includes estimates of proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves, in projecting the future rates of production and in the timing of development activities. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify revisions of such estimate. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered. |
Oilfield Services Equipment and Other Property And Equipment | Oilfield Services Equipment and Other Property and Equipment . Oilfield services equipment and other property and equipment consisted of the following as of: (in thousands) January 31, 2016 April 30, 2016 Oilfield services equipment $ $ Accumulated depreciation Depreciable assets, net Assets not placed in service Total oilfield services equipment, net $ $ Land $ $ Building and leasehold improvements Vehicles Software, computers and office equipment Capital leases Accumulated depreciation Depreciable assets, net Assets not placed in service Total other property and equipment, net $ $ |
Income Taxes | Income Taxes. The Company computes its quarterly tax provision using the effective tax rate method based on applying the anticipated annual effective rate to its year-to-date income or loss, except for discrete items. Income tax on discrete items is computed and recorded in the period in which the specific transaction occurs. The carrying value of our oil and natural gas properties exceeded the calculated value of the ceiling limitation resulting in an impairment of $779.0 million for fiscal year 2016. This impairment resulted in Triangle having three years of cumulative historical pre-tax losses and a net deferred tax asset position. Triangle also had net operating loss carryovers (“NOLs”) for federal income tax purposes of $ 286.0 million at January 31, 2016. These losses and expected future losses resulting from the current low commodity price environment were a key consideration that led Triangle to provide a valuation allowance against its net deferred tax assets as of April 30, 2016, since it cannot conclude that it is more likely than not that its net deferred tax assets will be fully realized in future periods. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. At each reporting period, management considers the scheduled reversal of deferred tax liabilities, available taxes in carryback periods, tax planning strategies and projected future taxable income in making this assessment. Future events or new evidence which may lead the Company to conclude that it is more likely than not that its net deferred tax assets will be realized include, but are not limited to, cumulative historical pre-tax earnings, sustained or continued improvements in oil prices, and taxable events that could result from one or more transactions. The Company will continue to evaluate whether the valuation allowance is needed in future reporting periods. In the first quarter of fiscal year 2016 the Company recorded the benefit of reversing its net deferred tax liability. As long as the Company concludes that it will continue to have a need for a valuation allowance against its net deferred tax assets, the Company likely will not have any additional income tax expense or benefit other than for federal alternative minimum tax expense or for state income taxes. As of April 30, 2016, the Company had no unrecognized tax benefits. The Company’s management does not believe that there are any new items or changes in facts or judgments that should impact the Company’s position during the first three months of fiscal year 2017. Given the substantial net operating loss carryforwards at both the federal and state levels, neither significant interest expense nor penalties charged for any examining agents’ tax adjustments of income tax returns are anticipated, as any such adjustments would very likely only adjust net operating loss carryforwards. |
Earnings Per Share | Earnings per Share. Basic earnings per common share is computed by dividing net income (loss) attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per common share reflects increases in average shares outstanding from the potential dilution, under the treasury stock method, that could occur upon (i) exercise of stock options, (ii) vesting of restricted stock units, and (iii) conversion of convertible debt. The treasury stock method assumes exercise, vesting or conversion at the beginning of a period for securities outstanding at the end of a period. Also, the treasury stock method for calculating dilution assumes that the increase in the number of shares is reduced by the number of shares which could have been repurchased by the Company at the quarter’s average stock price using assumed proceeds from (a) the exercise cost of the options and (b) the foregone future compensation expense of hypothetical early vesting of the outstanding restricted stock units. The assumed proceeds are adjusted for income tax effects. In the event of a net loss, no potential common shares are included in the calculation of shares outstanding, as their inclusion would be anti-dilutive. The following table details the weighted average dilutive and anti-dilutive securities, which consist of options and unvested restricted stock, for the periods presented : For the Three Months Ended April 30, (in thousands) 2015 2016 Dilutive — — Anti-dilutive shares The table below sets forth the computations of net income (loss) per common share (basic and diluted) for the periods presented: For the Three Months Ended April 30, (in thousands, except per share data) 2015 2016 Net income (loss) attributable to common stockholders $ $ Effect of 5% convertible note conversion — — Net income (loss) attributable to common stockholders after effect of 5% convertible note conversion $ $ Basic weighted average common shares outstanding Effect of dilutive securities — — Diluted weighted average common shares outstanding Basic net income (loss) per share $ $ Diluted net income (loss) per share $ $ |
Adopted and Recently Issued Accounting Pronouncements | Adopted and Recently Issued Accounting Pronouncements . In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014 ‑ 09”). The objective of ASU 2014-09 is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 was effective for fiscal years, and interim periods within those years, beginning after December 15, 2016 ; however, in August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date (“ASU 2015-14”), which deferred the effective date of ASU 2014 ‑ 09 for one year. ASU 2015-14 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The standards permit retrospective application using either of the following methodologies: (i) restatement of each prior reporting period presented or (ii) recognition of a cumulative-effect adjustment as of the date of initial application. The Company is currently evaluating the impact of adopting ASU 2014 ‑ 09 and ASU 2015-14, including the transition method to be applied, however the standards are not expected to have a significant effect on its condensed consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU No. 2016-02”). The guidance requires that lessees will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The ASU also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. For public companies, the standard will take effect for fiscal years, and interim periods within those fiscal years, beginning after Dec ember 15, 2018 with earlier application permitted. The Company is still evaluating the impact of ASU No. 2016-02 on its financial position and results of operations. |
Reclassifications | Reclassifications . Certain prior period balances in the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statement of operations have been reclassified to conform to the current year presentation. Such reclassifications had no impact on net income, cash flows or shareholders’ equity previously reported. |
Summary Of Significant Accoun20
Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Schedule of 12 month simple average spot prices | January 31, 2016 April 30, 2016 Oil (per Bbl) $ $ Natural gas (per MMbtu) $ $ Natural gas liquids (per Bbl) $ $ |
Schedule of oilfield services equipment and other property and equipment | (in thousands) January 31, 2016 April 30, 2016 Oilfield services equipment $ $ Accumulated depreciation Depreciable assets, net Assets not placed in service Total oilfield services equipment, net $ $ Land $ $ Building and leasehold improvements Vehicles Software, computers and office equipment Capital leases Accumulated depreciation Depreciable assets, net Assets not placed in service Total other property and equipment, net $ $ |
Schedule of weighted average dilutive and anti-dilutive securities | For the Three Months Ended April 30, (in thousands) 2015 2016 Dilutive — — Anti-dilutive shares |
Schedule of computations of net income(loss) per common share (basic and diluted) | For the Three Months Ended April 30, (in thousands, except per share data) 2015 2016 Net income (loss) attributable to common stockholders $ $ Effect of 5% convertible note conversion — — Net income (loss) attributable to common stockholders after effect of 5% convertible note conversion $ $ Basic weighted average common shares outstanding Effect of dilutive securities — — Diluted weighted average common shares outstanding Basic net income (loss) per share $ $ Diluted net income (loss) per share $ $ |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Segment Reporting [Abstract] | |
Selected financial information for operating segments | For the Three Months Ended April 30, 2016 Exploration Corporate and Oilfield and Consolidated (in thousands) Production Services Other Eliminations Total Revenues: Oil, natural gas and natural gas liquids sales $ $ — $ — $ — $ Oilfield services for third parties — — Intersegment revenues — — — Total revenues — Expenses: Lease operating and production taxes — — — Gathering, transportation and processing — — — Depreciation and amortization Impairments — — — Accretion of asset retirement obligations — — — Oilfield services — — General and administrative, net of amounts capitalized: Salaries and benefits — Share-based compensation — Other general and administrative — Total operating expenses Income (loss) from operations Other income (expense) Income (loss) before income taxes $ $ $ $ $ As of April 30, 2016: Cash and cash equivalents $ $ $ $ — $ Net oil and natural gas properties $ $ — $ — $ $ Oilfield services equipment, net $ — $ $ — $ — $ Other property and equipment, net $ $ $ $ — $ Total assets $ $ $ $ $ Total liabilities $ $ $ $ $ For the Three Months Ended April 30, 2015 Exploration Corporate and Oilfield and Consolidated (in thousands) Production Services Other Eliminations Total Revenues: Oil, natural gas and natural gas liquids sales $ $ — $ — $ $ Oilfield services for third parties — — Intersegment revenues — — — Total revenues — Expenses: Lease operating and production taxes — — — Gathering, transportation and processing — — — Depreciation and amortization Impairments — — — Accretion of asset retirement obligations — — — Oilfield services — — General and administrative, net of amounts capitalized: Salaries and benefits — Share-based compensation — Other general and administrative — Total operating expenses Income (loss) from operations Other income (expense) Income (loss) before income taxes $ $ $ $ $ |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Long-Term Debt [Abstract] | |
Long-term debt | (in thousands) January 31, 2016 April 30, 2016 TUSA credit facility due October 2018 $ $ RockPile credit facility due March 2019 TUSA 6.75% notes due July 2022 5% convertible note Other notes and mortgages payable Total principal Debt issuance costs Total debt Less current portion of debt: TUSA credit facility — RockPile credit facility TUSA 6.75% notes — Other notes and mortgages payable Debt issuance costs — Total current portion of long-term debt Total long-term debt $ $ |
Hedging And Commodity Derivat23
Hedging And Commodity Derivative Financial Instruments (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Hedging And Commodity Derivative Financial Instruments [Abstract] | |
Schedule of components of commodity derivative gains (losses) | The components of commodity derivative gains (losses) in the condensed consolidated statements of operations are as follows: For the Three Months Ended April 30, (in thousands) 2015 2016 Realized commodity derivative gains (losses) $ $ Unrealized commodity derivative gains (losses) Commodity derivative gains (losses), net $ $ |
Commodity derivative contracts | The Company’s commodity derivative contracts as of April 30, 2016 are summarized below: Weighted Weighted Weighted Contract Quantity Average Average Average Type Basis (1) (Bbl/d) Put Strike Call Strike Price May 1, 2016 to January 31, 2017 Swap NYMEX n/a n/a $ February 1, 2017 to January 31, 2018 Swap NYMEX n/a n/a $ (1) “NYMEX” refers to West Texas Intermediate crude oil prices at Cushing, Oklahoma as quoted on the New York Mercantile Exchange. |
Fair values of commodity derivatives | (in thousands) January 31, 2016 April 30, 2016 Current Assets: Crude oil derivative contracts $ $ Other Long-Term Assets: Crude oil derivative contracts Total derivative asset $ $ |
Equity Investment And Equity 24
Equity Investment And Equity Investment Derivatives (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Equity Investment [Abstract] | |
Summary of activities related to company's equity investment | For the Three Months Ended April 30, (in thousands) 2016 Balance at beginning of year $ Capital contributions — Distributions — Equity investment share of net income before intra-company profit eliminations Change in fair value of warrants — Other than temporary impairment — Balance at end of year $ Fair value of trigger unit warrants and warrants at April 30, 2016 $ |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Share-Based Compensation [Abstract] | |
Share-based compensation expense | For the Three Months Ended April 30, (in thousands) 2015 2016 Restricted stock units $ $ Stock options RockPile Series B Units Less amounts capitalized to oil and natural gas properties Compensation expense $ $ |
Activity in restricted stock units | Weighted Average Number of Award Date Shares Fair Value Restricted stock units outstanding - January 31, 2016 $ Units granted — $ — Units forfeited $ Units vested $ Restricted stock units outstanding - April 30, 2016 $ |
Summary of stock options outstanding | The following table summarizes the activity for our stock options during the three months ended April 30, 2016: Weighted Number of Average Shares Exercise Price Options outstanding - January 31, 2016 (1,433,334 exercisable) $ Options forfeited $ Options exercised — $ — Options granted — $ — Options outstanding - April 30, 2016 (1,433,334 exercisable) 6,233,334 $ |
Stock options outstanding by exercise price | The following table summarizes the stock options outstanding at April 30, 2016 : Remaining Exercise Price Contractual Life Number of Shares per Share (years) Outstanding Exercisable $ $ $ $ $ $ $ $ Weighted average exercise price per share $ $ Weighted average remaining contractual life |
Series B unit activity | Series Series Series Series Series Series B-1 units B-2 units B-3 units B-4 units B-5 units B-6 units Total Units outstanding - January 31, 2016 Units redeemed — — — — — — — Units granted — — — — — — — Units forfeited — — — — — — — Units outstanding - April 30, 2016 Vested — — Unvested — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Financial assets and liabilities accounted for at fair value | As of January 31, 2016 (in thousands) Level 1 Level 2 Level 3 Total Assets: Commodity derivative assets $ — $ $ — $ Equity investment derivative assets $ — $ — $ $ Liabilities: Commodity derivative liabilities $ — $ — $ — $ — RockPile earn-out liability $ — $ $ — $ As of April 30, 2016 (in thousands) Level 1 Level 2 Level 3 Total Assets: Commodity derivative assets $ — $ $ — $ Equity investment derivative assets $ — $ — $ $ Liabilities: RockPile earn-out liability $ — $ $ — $ |
Carrying value and fair value of debt instruments | January 31, 2016 April 30, 2016 Carrying Estimated Carrying Estimated (in thousands) Value Fair Value Value Fair Value TUSA credit facility $ $ $ $ RockPile credit facility (A) (A) TUSA 6.75% notes (A) 5% convertible note (A) Other notes and mortgages payable (A) As described further in Notes 1 and 3, TUSA and RockPile are or are expected to be in breach of certain financial covenants and the Company has engaged professional advisors to advise it in restructuring certain debt instruments. Therefore, the Company is unable to reasonably determine the fair value for these financial instruments due to a lack of actively quoted market prices and uncertainties related to these restructuring activities |
Supplemental Disclosures of C27
Supplemental Disclosures of Cash Flow Information (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Supplemental Disclosures of Cash Flow Information [Abstract] | |
Supplemental cash flow information | For the Three Months Ended April 30, (in thousands) 2015 2016 Cash paid during the period for: Interest expense $ $ Income taxes $ — $ — Non-cash investing activities: Additions (reductions) to oil and natural gas properties through: Increase (decrease) in accounts payable and accrued liabilities $ $ Capitalized stock based compensation $ $ Change in asset retirement obligations $ $ — |
Summary Of Significant Accoun28
Summary Of Significant Accounting Policies - Description of business (Details) | 3 Months Ended |
Apr. 30, 2016item | |
Basis Of Presentation [Abstract] | |
Number of major focus lines of business | 3 |
Number of wells being reclaimed | 5 |
Summary Of Significant Accoun29
Summary Of Significant Accounting Policies - Liquidity & Going Concern - (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Apr. 30, 2016 | Apr. 30, 2015 | Jan. 31, 2016 | Jan. 31, 2015 | Jul. 18, 2014 | |
Line of Credit Facility [Line Items] | |||||
Long-term Line of Credit | $ 347,472 | $ 243,772 | |||
Borrowing Base Deficiency Amount | 125,000 | ||||
Cash | 197,648 | $ 50,277 | 115,769 | $ 67,871 | |
Proceeds from Lines of Credit | 103,700 | $ 51,000 | |||
Credit Agreement Borrowing Base | 225,000 | 350,000 | |||
TUSA [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Long-term Line of Credit | 347,472 | $ 243,772 | |||
Cash | 152,300 | ||||
Elected Monthly Repayment Amount, Borrowing Deficiency | 41,700 | ||||
Letter of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Letters of Credit Outstanding, Amount | $ 2,500 | ||||
TUSA 6.75% Notes [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | 6.75% | 6.75% |
Summary Of Significant Accoun30
Summary Of Significant Accounting Policies - Accounts Receivable - (Details) | Apr. 30, 2016 |
Minimum [Member] | |
Equity method ownership percentage | 20.00% |
Maximum [Member] | |
Equity method ownership percentage | 50.00% |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Consolidation (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2016USD ($)$ / MMBTU$ / bbl | Apr. 30, 2015USD ($) | Jan. 31, 2016USD ($)$ / MMBTU$ / bbl | |
Discount percentage rate on estimated future expenditures | |||
Discount percentage rate on future expenditures | 10.00% | ||
Impairment charges | |||
Impairment of oil and natural gas properties | $ | $ 79,000 | $ 192,000 | $ 779,000 |
Crude Oil Reserves [Member] | |||
Trailing 12 month simple average spot prices: | |||
Trailing 12 Month simple average spot prices | 45.16 | 48.93 | |
Natural Gas Reserves [Member] | |||
Trailing 12 month simple average spot prices: | |||
Trailing 12 Month simple average spot prices | $ / MMBTU | 2.33 | 2.53 | |
Natural Gas Liquids Reserves [Member] | |||
Trailing 12 month simple average spot prices: | |||
Trailing 12 Month simple average spot prices | 23.10 | 24.97 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Oilfield Services Equipment Schedule (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 31, 2016 | Jan. 31, 2015 | Jul. 18, 2014 |
Property, Plant and Equipment [Line Items] | ||||
Accumulated depreciation | $ (15,229) | $ (14,939) | $ (14,939) | |
Depreciable assets, net | 40,288 | 42,479 | 42,479 | |
Assets not placed in service | 210 | 395 | 395 | |
Total oilfield services equipment and other property and equipment, net | 40,498 | 42,874 | 42,874 | |
Oilfield services equipment - net | $ 44,147 | $ 48,445 | 48,445 | |
TUSA 6.75% Notes [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Debt instrument, interest rate | 6.75% | 6.75% | 6.75% | |
Oilfield Service Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Depreciable Assets | $ 111,644 | $ 110,992 | 110,992 | |
Accumulated depreciation | (68,229) | (63,367) | (63,367) | |
Depreciable assets, net | 43,415 | 47,625 | 47,625 | |
Assets not placed in service | 732 | 820 | 820 | |
Total oilfield services equipment and other property and equipment, net | 44,147 | 48,445 | ||
Land [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Depreciable Assets | 6,744 | 6,838 | 6,838 | |
Building And Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Depreciable Assets | 37,083 | 37,149 | 37,149 | |
Vehicles [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Depreciable Assets | 5,042 | 5,036 | 5,036 | |
Software, Computers And Office Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Depreciable Assets | 6,558 | 7,451 | 7,451 | |
Capital Leases [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Total Depreciable Assets | $ 90 | $ 944 | $ 944 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 31, 2016 |
Summary Of Significant Accounting Policies [Abstract] | ||
Unrecognized tax benefits | $ 0 | |
Operating Loss Carryforwards | $ 286,000 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Apr. 30, 2016 | Apr. 30, 2015 | Jan. 31, 2016 | |
Earnings Per Share, Diluted, Other Disclosures [Abstract] | |||
Anti-dilutive shares | 8,536 | 10,910 | |
Earnings Per Share Reconciliation [Abstract] | |||
Net income (loss) attributable to common stockholders | $ (94,107) | $ (180,199) | |
Net income (loss) attributable to common shareholders after effect of debt conversion | $ (94,107) | $ (180,199) | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||
Basic weighted average common shares outstanding | 76,090 | 75,256 | |
Diluted weighted average common shares outstanding | 76,090 | 75,256 | |
Basic net income (loss) per share | $ (1.24) | $ (2.39) | |
Diluted net income (loss) per share | $ (1.24) | $ (2.39) | |
Convertible Notes [Member] | |||
Debt instrument, interest rate | |||
Debt instrument, interest rate | 5.00% | 5.00% | 5.00% |
Segment Reporting - Selected fi
Segment Reporting - Selected financial information (Details) $ in Thousands | 3 Months Ended | |||
Apr. 30, 2016USD ($)segment | Apr. 30, 2015USD ($) | Jan. 31, 2016USD ($) | Jan. 31, 2015USD ($) | |
Information regarding reportable segments | ||||
Number of reportable segments | segment | 2 | |||
Revenues | ||||
Oil, natural gas and natural gas liquids sales | $ 24,852 | $ 47,778 | ||
Oilfield services for third parties | 19,520 | 70,510 | ||
Total revenues | 44,372 | 118,288 | ||
Expenses | ||||
Lease operating and production taxes | 10,681 | 15,710 | ||
Gathering, transportation and processing | 5,608 | 6,348 | ||
Depreciation and amortization | 14,888 | 37,792 | ||
Impairments | 79,000 | 192,000 | ||
Accretion of asset retirement obligations | 123 | 57 | ||
Oilfield services | 16,671 | 64,226 | ||
Salaries and benefits | 5,876 | 8,423 | ||
Share-based compensation | 1,812 | 2,508 | ||
Other general and administrative | 3,635 | 3,928 | ||
Total operating expenses | 138,294 | 330,992 | ||
INCOME (LOSS) FROM OPERATIONS | (93,922) | (212,704) | ||
Other income (expense) | (185) | (20,936) | ||
INCOME (LOSS) BEFORE INCOME TAXES | (94,107) | (233,640) | ||
Cash and cash equivalents | 197,648 | $ 115,769 | ||
Net oil and natural gas properties | 330,328 | 406,540 | ||
Oilfield services equipment, net | 44,147 | 48,445 | $ 48,445 | |
Other property and equipment, net | 40,498 | 42,874 | ||
Total assets | 741,416 | 753,148 | ||
Total liabilities | 1,098,335 | $ 1,017,730 | ||
Corporate, and Other [Member] | ||||
Expenses | ||||
Depreciation and amortization | 365 | 325 | ||
Salaries and benefits | 939 | 3,253 | ||
Share-based compensation | 867 | 2,136 | ||
Other general and administrative | 2,040 | 1,724 | ||
Total operating expenses | 4,211 | 7,438 | ||
INCOME (LOSS) FROM OPERATIONS | (4,211) | (7,438) | ||
Other income (expense) | (1,681) | 1,448 | ||
INCOME (LOSS) BEFORE INCOME TAXES | (5,892) | (5,990) | ||
Cash and cash equivalents | 28,264 | |||
Other property and equipment, net | 14,919 | |||
Total assets | 90,039 | |||
Total liabilities | 156,529 | |||
Consolidation, Eliminations [Member] | ||||
Revenues | ||||
Oilfield services for third parties | (100) | (580) | ||
Eliminations And Other [Member] | ||||
Revenues | ||||
Other | (5,696) | (9,504) | ||
Total revenues | (5,796) | (10,084) | ||
Expenses | ||||
Depreciation and amortization | (772) | (1,307) | ||
Oilfield services | (3,710) | (6,360) | ||
Total operating expenses | (4,482) | (7,667) | ||
INCOME (LOSS) FROM OPERATIONS | (1,314) | (2,417) | ||
Other income (expense) | (162) | (507) | ||
INCOME (LOSS) BEFORE INCOME TAXES | (1,476) | (2,924) | ||
Net oil and natural gas properties | (87,055) | |||
Total assets | (90,235) | |||
Total liabilities | (3,180) | |||
Exploration and Production [Member] | Operating Segments [Member] | ||||
Revenues | ||||
Oil, natural gas and natural gas liquids sales | 24,852 | 47,778 | ||
Total revenues | 24,852 | 47,778 | ||
Expenses | ||||
Lease operating and production taxes | 10,681 | 15,710 | ||
Gathering, transportation and processing | 5,608 | 6,348 | ||
Depreciation and amortization | 9,605 | 29,285 | ||
Impairments | 79,000 | 192,000 | ||
Accretion of asset retirement obligations | 123 | 57 | ||
Salaries and benefits | 1,649 | 341 | ||
Share-based compensation | 777 | 321 | ||
Other general and administrative | 388 | 407 | ||
Total operating expenses | 107,831 | 244,469 | ||
INCOME (LOSS) FROM OPERATIONS | (82,979) | (196,691) | ||
Other income (expense) | 2,908 | (21,002) | ||
INCOME (LOSS) BEFORE INCOME TAXES | (80,071) | (217,693) | ||
Cash and cash equivalents | 152,621 | |||
Net oil and natural gas properties | 417,383 | |||
Other property and equipment, net | 8,898 | |||
Total assets | 636,562 | |||
Total liabilities | 811,941 | |||
Exploration and Production [Member] | Eliminations And Other [Member] | ||||
Expenses | ||||
Depreciation and amortization | 0 | 500 | ||
Oilfield services revenue [Member] | Operating Segments [Member] | ||||
Revenues | ||||
Oilfield services for third parties | 19,620 | 71,090 | ||
Other | 5,696 | 9,504 | ||
Total revenues | 25,316 | 80,594 | ||
Expenses | ||||
Depreciation and amortization | 5,690 | 9,489 | ||
Oilfield services | 20,381 | 70,586 | ||
Salaries and benefits | 3,288 | 4,829 | ||
Share-based compensation | 168 | 51 | ||
Other general and administrative | 1,207 | 1,797 | ||
Total operating expenses | 30,734 | 86,752 | ||
INCOME (LOSS) FROM OPERATIONS | (5,418) | (6,158) | ||
Other income (expense) | (1,250) | (875) | ||
INCOME (LOSS) BEFORE INCOME TAXES | (6,668) | $ (7,033) | ||
Cash and cash equivalents | 16,763 | |||
Oilfield services equipment, net | 44,147 | |||
Other property and equipment, net | 16,681 | |||
Total assets | 105,050 | |||
Total liabilities | $ 133,045 |
Long-Term Debt - Schedule of lo
Long-Term Debt - Schedule of long-term debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Apr. 30, 2016 | Jan. 31, 2016 | Apr. 30, 2015 | Jul. 18, 2014 | |
Debt Instrument [Line Items] | ||||
Credit facility | $ 347,472 | $ 243,772 | ||
TUSA 6.75% notes | 372,599 | 398,419 | ||
5% Convertible Note | 144,584 | 142,799 | ||
Other notes and mortgages payable | 13,405 | 14,065 | ||
Total principal | 990,060 | 911,055 | ||
Deferred issuance costs | (7,299) | (7,924) | ||
Total debt | 982,761 | 903,131 | ||
Other notes and mortgages payable | (1,573) | (2,088) | ||
Debt issuance costs | 6,847 | |||
Total current portion of long-term debt | (826,797) | (114,088) | ||
Total long-term debt | 155,964 | $ 789,043 | ||
TUSA 6.75% Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 10,500 | |||
Total current portion of long-term debt | $ (372,599) | |||
Debt instrument, interest rate | ||||
Debt instrument, interest rate | 6.75% | 6.75% | 6.75% | |
Convertible Notes [Member] | ||||
Debt instrument, interest rate | ||||
Debt instrument, interest rate | 5.00% | 5.00% | 5.00% | |
TUSA [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility | $ 347,472 | $ 243,772 | ||
Total current portion of long-term debt | (347,472) | |||
Rockpile [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility | 112,000 | 112,000 | ||
Revolving Credit Facility [Member] | Rockpile [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility | 112,000 | 112,000 | ||
Total current portion of long-term debt | $ (112,000) | $ (112,000) |
Long-Term Debt - TUSA credit fa
Long-Term Debt - TUSA credit facility - (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Apr. 30, 2016 | Jan. 31, 2016 | Apr. 30, 2015 | Jan. 31, 2015 | Nov. 25, 2014 | |
Line of Credit Facility [Line Items] | |||||
Credit agreement borrowing base | $ 225,000 | $ 350,000 | |||
Borrowing base deficiency | 125,000 | ||||
Cash | 197,648 | $ 115,769 | $ 50,277 | $ 67,871 | |
Letter of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Letters of Credit Outstanding, Amount | 2,500 | ||||
TUSA [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, maximum borrowing capacity | $ 1,000,000 | ||||
Letter of credit sublimit | $ 15,000 | ||||
Cash | 152,300 | ||||
Monthly repayment amount, borrowing deficiency | $ 41,700 | ||||
Minimum [Member] | TUSA [Member] | Letter of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, commitment fee percentage | 0.375% | ||||
Maximum [Member] | TUSA [Member] | Letter of Credit [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, commitment fee percentage | 0.50% | ||||
Federal Funds Rate [Member] | TUSA [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, basis spread on interest rate | 0.50% | ||||
Eurodollar Rate Plus 1% [Member] | TUSA [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, margin on dollar amount based on usage | 1.00% | ||||
Eurodollar Rate Plus 1% [Member] | Minimum [Member] | TUSA [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, basis spread on interest rate | 0.50% | ||||
Eurodollar Rate Plus 1% [Member] | Maximum [Member] | TUSA [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, basis spread on interest rate | 1.50% | ||||
Eurodollar [Member] | Minimum [Member] | TUSA [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, basis spread on interest rate | 1.50% | ||||
Eurodollar [Member] | Maximum [Member] | TUSA [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, basis spread on interest rate | 2.50% |
Long-Term Debt - Rockpile credi
Long-Term Debt - Rockpile credit facility - (Details) - Rockpile [Member] $ in Millions | 3 Months Ended | ||
Apr. 30, 2016item | Nov. 13, 2014USD ($) | Mar. 25, 2014USD ($) | |
Debt Instrument [Line Items] | |||
Number of days before which cash capital contribution be obtained | 10 days | ||
Number of days from quarter end cash capital contribution be obtained | 45 days | ||
Number of days from fiscal year end cash capital contribution be obtained | 120 days | ||
Duration over which TUSA may exercise cure right | 4 | ||
Federal Funds Rate [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, basis spread on interest rate | 0.50% | ||
Eurodollar Rate Plus 1% [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, margin on dollar amount based on usage | 1.00% | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ | $ 150 | $ 100 | |
Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, fronting fee percentage | 0.125% | ||
Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.50% | ||
Number of fiscal quarters in which TUSA may exercise cure right | 2 | ||
Number of times TUSA may exercise cure rights | 5 | ||
Maximum [Member] | Eurodollar Rate Plus 1% [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, basis spread on interest rate | 2.25% | ||
Maximum [Member] | Eurodollar [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, basis spread on interest rate | 3.25% | ||
Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.375% | ||
Minimum [Member] | Eurodollar Rate Plus 1% [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, basis spread on interest rate | 1.50% | ||
Minimum [Member] | Eurodollar [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, basis spread on interest rate | 2.50% |
Long-Term Debt - TUSA 6.75% Not
Long-Term Debt - TUSA 6.75% Note - (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2016 | Jan. 31, 2016 | Jul. 18, 2014 | |
Debt Instrument [Line Items] | |||
Offering costs | $ 6,847 | ||
Face value of notes repurchased | 8,200 | ||
Repurchased amount | 1,400 | ||
Gain (loss) on extinguishment of debt | $ 21,180 | ||
TUSA 6.75% Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 450,000 | ||
Debt instrument, interest rate | 6.75% | 6.75% | 6.75% |
Offering costs | $ 10,500 | ||
Gain (loss) on extinguishment of debt | 21,200 | ||
TUSA 6.75% Notes [Member] | TUSA [Member] | |||
Debt Instrument [Line Items] | |||
Face value of notes repurchased | 17,600 | ||
Repurchased amount | $ 3,200 | ||
TUSA 6.75% Notes [Member] | Redemption prior to July 15, 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 100.00% | ||
Redemption price, percentage of principal amount redeemed | 35.00% | ||
Debt instrument redemption price percentage redeemed with cash proceeds | 106.75% | ||
TUSA 6.75% Notes [Member] | Redemption Due to Change in Control Events [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 101.00% | ||
TUSA 6.75% Notes [Member] | Redemption after july 15, 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 105.063% | ||
TUSA 6.75% Notes [Member] | Redemption after July 15, 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 103.375% | ||
TUSA 6.75% Notes [Member] | Redemption after July 15, 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 101.688% | ||
TUSA 6.75% Notes [Member] | Redemption after July 15, 2020 [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 100.00% |
Long-Term Debt - Convertible no
Long-Term Debt - Convertible note - (Details) - USD ($) | 3 Months Ended | ||
Apr. 30, 2016 | Jan. 31, 2016 | Apr. 30, 2015 | |
Debt Instrument [Line Items] | |||
Accrued interest | $ 8,374,000 | $ 1,700,000 | |
Convertible Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.00% | 5.00% | 5.00% |
Debt instrument, face amount | $ 120,000,000 | ||
Convertible note, conversion price | $ 8 | ||
Accrued interest | $ 24.6 | ||
Redemption criteria, share price for 20 consecutive days | $ 11 | ||
Redemption criteria, number of consecutive trading days | 20 days |
Hedging And Commodity Derivat41
Hedging And Commodity Derivative Financial Instruments - Components of commodity derivative gains (losses) (Details) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016USD ($)Counterparty | Apr. 30, 2015USD ($) | |
Hedging And Commodity Derivative Financial Instruments [Abstract] | ||
Number of counterparties | Counterparty | 6 | |
Realized commodity derivative gains (losses) | $ 2,104 | $ 19,468 |
Unrealized commodity derivative gains (losses) | (11,785) | (33,442) |
Commodity derivatives gains (losses), net | $ (9,681) | $ (13,974) |
Hedging And Commodity Derivat42
Hedging And Commodity Derivative Financial Instruments - Summary of commoodity derivative contracts - (Details) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016USD ($)bbl / item$ / bbl | Apr. 30, 2015USD ($) | |
Notional Disclosures [Abstract] | ||
Realized commodity derivative gains (losses) | $ | $ 2,104 | $ 19,468 |
Fiscal 2017 Swap [Member] | ||
Derivative [Line Items] | ||
End date | May 1, 2016 to January 31, 2017 | |
Contract type | Swap | |
Basis | NYMEX | |
Quantity, (bbls) | bbl / item | 2,558 | |
Weighted Average Price | $ / bbl | 55.64 | |
Fiscal 2018 Swap [Member] | ||
Derivative [Line Items] | ||
End date | February 1, 2017 to January 31, 2018 | |
Contract type | Swap | |
Basis | NYMEX | |
Quantity, (bbls) | bbl / item | 2,745 | |
Weighted Average Price | $ / bbl | 53.36 |
Hedging And Commodity Derivat43
Hedging And Commodity Derivative Financial Instruments - Fair values of commodity derivatives - (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 9,597 | $ 21,382 |
Crude Oil Derivative Contract [Member] | Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 6,681 | 12,370 |
Crude Oil Derivative Contract [Member] | Long-Term Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 2,916 | $ 9,012 |
Equity Investment And Equity 44
Equity Investment And Equity Investment Derivatives - Equity investment activity summary (Details) $ in Thousands | 3 Months Ended |
Apr. 30, 2016USD ($) | |
Summary of activity for equity method investments | |
Equity investment, beginning balance | $ 45,600 |
Equity investment, ending balance | 45,700 |
Caliber Midstream Partners, L.P. [Member] | |
Summary of activity for equity method investments | |
Equity investment, beginning balance | 45,600 |
Equity investment share of net income before intra-company profit eliminations | 100 |
Equity investment, ending balance | 45,700 |
Fair value of warrants | $ 3,600 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 30, 2016 | Jan. 31, 2016 | |
Common stock issued or reserved | 106,500,000 | |
Common stock, shares issued | 76,300,464 | 75,807,111 |
Common stock, shares outstanding | 76,300,464 | 75,807,111 |
Stock Repurchase authorized (Tranche 1) | $ 25 | |
Common stock repurchased (in shares) | 0 | |
Authorized shares remaining repurchase | 6,033,290 | |
2011 Omnibus Incentive Plan | ||
Shares reserved for issuance | 900,000 | |
2014 Plan | ||
Shares reserved for issuance | 1,600,000 | |
Shares reserved for future grants | 3,600,000 | |
CEO Stand-Alone Stock Option Agreement | ||
Shares reserved for issuance | 6,000,000 | |
Convertible Notes Payable [Member] | ||
Shares reserved for issuance | 18,100,000 |
Share-Based Compensation - Shar
Share-Based Compensation - Share based compensation expense by award type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Additional shares to be awarded under prior plans | 0 | |
Share-based compensation | ||
Compensation expense before capitalized amount | $ 2,032 | $ 2,828 |
Less amounts capitalized to oil and natural gas properties | (220) | (320) |
Compensation expense | 1,812 | 2,508 |
Restricted Stock Units | ||
Share-based compensation | ||
Compensation expense before capitalized amount | 830 | 2,079 |
Employee Stock Option | ||
Share-based compensation | ||
Compensation expense before capitalized amount | 1,034 | 698 |
Series B | ||
Share-based compensation | ||
Compensation expense before capitalized amount | $ 168 | $ 51 |
2014 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum shares reserved under Plan | 6,000,000 |
Share-Based Compensation - Acti
Share-Based Compensation - Activity for restricted stock units and stock options - (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Apr. 30, 2016 | Jan. 31, 2016 | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation | $ 10 | |
Unrecognized compensation, recognition period | 1 year 10 months 24 days | |
Number of shares per vesting unit | 1 | |
Activity for restricted stock units (number of shares) | ||
Outstanding, Unvested Beginning Balance | 3,455,845 | |
Units forfeited, Number of units | (444,254) | |
Units that vested, Number of Shares | (708,762) | |
Outstanding, Unvested Ending Balance | 2,302,829 | |
Activity for restricted stock units (weighted average award date fair value) | ||
Outstanding, Weighted-Average Award Date Fair Value, Beginning Balance | $ 6.35 | |
Units forfeited, Weighted Average Award Date Fair Value | 8.63 | |
Units that vested, Weighted Average Award Date Fair Value | 5.54 | |
Outstanding, Weighted-Average Grant Date Fair Value, Ending Balance | $ 6.16 | |
Activity for stock options (number of shares) | ||
Options outstanding, beginning balance | 6,700,000 | |
Options forfeited | (466,666) | |
Options outstanding, ending balance | 6,233,334 | |
Activity for stock options (weighted average award date fair value) | ||
Weighted average exercise price, options outstanding beginning balance | $ 11.54 | |
Weighted average exercise price, options forfeited | 14 | |
Weighted average exercise price, options outstanding ending balance | $ 11.35 | |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation, recognition period | 2 years 2 months 12 days | |
Activity for stock options (number of shares) | ||
Options outstanding, ending balance | 6,233,334 | |
Activity for stock options (weighted average award date fair value) | ||
Weighted average exercise price, options outstanding ending balance | $ 11.35 | |
Number of shares, exercisable | 1,433,334 | 1,433,334 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock options, Exercise Price Range - (Details) - Employee Stock Option - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Apr. 30, 2016 | Jan. 31, 2016 | |
Number of Shares, Outstanding | ||
Number of shares, outstanding | 6,233,334 | |
Weighted average exercise price per share | $ 11.35 | |
Weighted average exercise price per share (exercisable) | $ 11.70 | |
Number of Shares, Exercisable | ||
Number of shares, exercisable | 1,433,334 | 1,433,334 |
Weighted average remaining contractual life (years) | 7 years 1 month 24 days | |
Weighted average remaining contractual life (years) (exercisable) | 7 years 18 days | |
Unrecognized compensation cost related to stock options | $ 8 | |
Unrecognized compensation, recognition period | 2 years 2 months 12 days | |
$7.50 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price per Share | $ 7.50 | |
Remaining contractual life | 7 years 2 months 5 days | |
Number of Shares, Outstanding | ||
Number of shares, outstanding | 750,000 | |
Number of Shares, Exercisable | ||
Number of shares, exercisable | 150,000 | |
$8.50 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price per Share | $ 8.50 | |
Remaining contractual life | 7 years 2 months 5 days | |
Number of Shares, Outstanding | ||
Number of shares, outstanding | 750,000 | |
Number of Shares, Exercisable | ||
Number of shares, exercisable | 150,000 | |
$10.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price per Share | $ 10 | |
Remaining contractual life | 7 years 2 months 5 days | |
Number of Shares, Outstanding | ||
Number of shares, outstanding | 1,500,000 | |
Number of Shares, Exercisable | ||
Number of shares, exercisable | 300,000 | |
$12.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price per Share | $ 12 | |
Remaining contractual life | 7 years 2 months 5 days | |
Number of Shares, Outstanding | ||
Number of shares, outstanding | 1,500,000 | |
Number of Shares, Exercisable | ||
Number of shares, exercisable | 300,000 | |
$15.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price per Share | $ 15 | |
Remaining contractual life | 7 years 2 months 5 days | |
Number of Shares, Outstanding | ||
Number of shares, outstanding | 1,500,000 | |
Number of Shares, Exercisable | ||
Number of shares, exercisable | 300,000 | |
$12.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price per Share | $ 12 | |
Remaining contractual life | 5 years 4 months 10 days | |
Number of Shares, Outstanding | ||
Number of shares, outstanding | 77,778 | |
Number of Shares, Exercisable | ||
Number of shares, exercisable | 77,778 | |
$14.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price per Share | $ 14 | |
Remaining contractual life | 5 years 4 months 10 days | |
Number of Shares, Outstanding | ||
Number of shares, outstanding | 77,778 | |
Number of Shares, Exercisable | ||
Number of shares, exercisable | 77,778 | |
$16.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise Price per Share | $ 16 | |
Remaining contractual life | 8 years 4 months 13 days | |
Number of Shares, Outstanding | ||
Number of shares, outstanding | 77,778 | |
Number of Shares, Exercisable | ||
Number of shares, exercisable | 77,778 |
Share-Based Compensation - Rock
Share-Based Compensation - Rockpile share based compensation - (Details) $ in Millions | 3 Months Ended |
Apr. 30, 2016USD ($)classshares | |
Activity for RockPile's Seris B Units | |
Outstanding, Number of Units, Beginning Balance | 5,730,200 |
Outstanding, Number of Units, Ending Balance | 5,730,200 |
Grants, Number of Vested Units | 3,449,600 |
Grants, Number of Unvested Units | 2,280,600 |
Series B | |
Activity for RockPile's Seris B Units | |
Unrecognized compensation | $ | $ 1.7 |
Unrecognized compensation, recognition period | 2 years 7 months 6 days |
Series B-1 Unit [Member] | |
Activity for RockPile's Seris B Units | |
Outstanding, Number of Units, Beginning Balance | 2,920,000 |
Outstanding, Number of Units, Ending Balance | 2,920,000 |
Grants, Number of Vested Units | 2,920,000 |
Series B-2 Unit [Member] | |
Activity for RockPile's Seris B Units | |
Outstanding, Number of Units, Beginning Balance | 60,000 |
Outstanding, Number of Units, Ending Balance | 60,000 |
Grants, Number of Vested Units | 60,000 |
Series B-3 Unit [Member] | |
Activity for RockPile's Seris B Units | |
Outstanding, Number of Units, Beginning Balance | 814,000 |
Outstanding, Number of Units, Ending Balance | 814,000 |
Grants, Number of Vested Units | 352,000 |
Grants, Number of Unvested Units | 462,000 |
Series B-4 Unit [Member] | |
Activity for RockPile's Seris B Units | |
Outstanding, Number of Units, Beginning Balance | 1,321,200 |
Outstanding, Number of Units, Ending Balance | 1,321,200 |
Grants, Number of Vested Units | 117,600 |
Grants, Number of Unvested Units | 1,203,600 |
Series B-5 Unit [Member] | |
Activity for RockPile's Seris B Units | |
Outstanding, Number of Units, Beginning Balance | 397,500 |
Outstanding, Number of Units, Ending Balance | 397,500 |
Grants, Number of Unvested Units | 397,500 |
Series B-6 Unit [Member] | |
Activity for RockPile's Seris B Units | |
Outstanding, Number of Units, Beginning Balance | 217,500 |
Outstanding, Number of Units, Ending Balance | 217,500 |
Grants, Number of Unvested Units | 217,500 |
Rockpile [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of classes of equity | class | 2 |
Rockpile [Member] | Series A | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Preferred return on investment | 8.00% |
Rockpile [Member] | Series B | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum shares reserved under Plan | 6,000,000 |
Rockpile [Member] | Minimum [Member] | Series B | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Remaining vesting period | 3 years |
Activity for RockPile's Seris B Units | |
Share-based awards vesting period | 3 years |
Rockpile [Member] | Maximum [Member] | Series B | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Remaining vesting period | 5 years |
Activity for RockPile's Seris B Units | |
Share-based awards vesting period | 5 years |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities table - (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Apr. 30, 2016 | Jan. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Rockpile earn-out liability | $ (586) | $ (1,265) |
Crude Oil Derivative Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 9,597 | 21,382 |
Equity Investment Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 3,600 | 3,600 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Rockpile earn-out liability | (586) | (1,265) |
Fair Value, Inputs, Level 2 [Member] | Crude Oil Derivative Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | 9,597 | 21,382 |
Fair Value, Inputs, Level 3 [Member] | Equity Investment Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative assets | $ 3,600 | $ 3,600 |
Fair Value Measurements - Debt
Fair Value Measurements - Debt instruments carrying value - (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 31, 2016 | Apr. 30, 2015 | Jul. 18, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Revolving credit facilities, carrying value | $ 347,472 | $ 243,772 | ||
Revolving credit facilities, fair value | 347,472 | 243,772 | ||
TUSA 6.75% notes, carrying value | 372,599 | 398,419 | ||
TUSA 6.75% notes, fair value | 71,051 | |||
5% convertible note, carrying value | 144,584 | 142,799 | ||
5% convertible note, fair value | 22,564 | |||
Other notes and mortgages payable, carrying value | 13,405 | 14,065 | ||
Other notes and mortgages payable, fair value | $ 13,405 | $ 14,065 | ||
Convertible Notes [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt instrument, interest rate | 5.00% | 5.00% | 5.00% | |
TUSA 6.75% Notes [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Debt instrument, interest rate | 6.75% | 6.75% | 6.75% | |
Rockpile [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Revolving credit facilities, carrying value | $ 112,000 | $ 112,000 | ||
Revolving Credit Facility [Member] | Rockpile [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Revolving credit facilities, carrying value | $ 112,000 | $ 112,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2016 | Apr. 30, 2015 | Jan. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Term of gathering services agreements | 5 years | ||
Proceeds from sale of salt water disposal wells | $ 408 | $ 6,000 | |
TUSA [Member] | |||
Related Party Transaction [Line Items] | |||
Contractual Obligation, Cumulative Credit | $ 41,500 | ||
Term of carryforward of credit | 4 years | ||
Payables to related party | $ 19,500 | $ 14,600 | |
Caliber North Dakota LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Term of midstream agreements with Caliber | 15 years | ||
Minimum commitment over term of agreements | $ 405,000 | ||
Remaining commitment | $ 293,700 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Apr. 30, 2016 | |
Commitments And Contingencies [Abstract] | |
Promote fee percentage | 10.00% |
Supplemental Disclosures Of C54
Supplemental Disclosures Of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | Apr. 30, 2015 | |
Supplemental Disclosures of Cash Flow Information [Abstract] | ||
Interest expense | $ 15,674 | $ 1,890 |
Increase (decrease) in accounts payable and accrued liabilities | (67) | (7,932) |
Capitalized stock-based compensation | $ 220 | 320 |
Change in asset retirement obligations | $ 242 |