10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended October 31, 2015

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-34945

TRIANGLE PETROLEUM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	98-0430762
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1200 17th Street, Suite 2600

Denver, CO 80202

(Address of Principal Executive Offices)

(303) 260-7125

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☐
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ☒

As of December 7, 2015, there were 75,713,104 shares of the registrant’s common stock outstanding.

TRIANGLE PETROLEUM CORPORATION AND SUBSIDIARIES

INDEX TO FORM 10-Q FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2015

April
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
PART I.  FINANCIAL INFORMATION			2
	ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	2
		CONDENSED CONSOLIDATED BALANCE SHEETS	2
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	4
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	5
		CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)	6
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
	ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	25
	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37
	ITEM 4.	CONTROLS AND PROCEDURES	38
PART II.  OTHER INFORMATION			39
	ITEM 1.	LEGAL PROCEEDINGS	39
	ITEM 1A.	RISK FACTORS	39
	ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	39
	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	40
	ITEM 4.	MINE SAFETY DISCLOSURES	40
	ITEM 5.	OTHER INFORMATION	40
	ITEM 6.	EXHIBITS	41
SIGNATURES			42

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this report and other materials we file with the U.S. Securities and Exchange Commission (“SEC”), or in other written or oral statements made or to be made by us, other than statements of historical fact, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations or forecasts of future events. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” “continue,” “potential,” “likely,” “should,” and the negative of these terms or other comparable terminology, often identify forward-looking statements. Statements in this quarterly report that are not statements of historical facts are hereby identified as forward-looking statements for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”).

These forward-looking statements include, but are not limited to, statements about our:

· future capital expenditures and performance;

· future operating results;

· anticipated drilling and development;

· drilling results;

· results of acquisitions;

· relationships with partners; and

· plans for our subsidiaries.

Actual results or developments may be different than we anticipate or may have unanticipated consequences to, or effects on, us or our business or operations. All of the forward-looking statements made in this report are qualified by the discussion of risks and uncertainties under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015, and in our other public filings with the SEC. Although the expectations reflected in the forward-looking statements are based on our current beliefs and expectations, undue reliance should not be placed on any such forward-looking statements due to the risks and uncertainties noted above and because such statements speak only as of the date hereof. Except as required by federal and state securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this report and in our future reports filed with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report may not occur.

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PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

Triangle Petroleum Corporation

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

	January 31, 2015		October 31, 2015
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	67,871	$	36,250
Accounts receivable		171,911		63,494
Commodity derivatives		54,775		8,329
Other current assets		14,952		8,667
Total current assets		309,509		116,740
PROPERTY, PLANT AND EQUIPMENT, AT COST
Oil and natural gas properties, full cost method of accounting
Proved properties		1,159,584		1,332,121
Unproved properties and properties under development, not being amortized		142,896		107,226
Total oil and natural gas properties		1,302,480		1,439,347
Accumulated amortization		(176,390)		(909,998)
Net oil and natural gas properties		1,126,090		529,349
Oilfield services equipment, net		87,549		64,210
Other property and equipment, net		47,367		47,924
Net property, plant and equipment		1,261,006		641,483
OTHER ASSETS
Deferred loan costs		14,038		12,782
Equity investment		64,411		73,389
Commodity derivatives		—		463
Other		5,906		5,601
Total other assets		84,355		92,235
Total assets	$	1,654,870	$	850,458

See notes to condensed consolidated financial statements.

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Triangle Petroleum Corporation

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

	January 31, 2015		October 31, 2015
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued capital expenditures	$	176,182	$	82,670
Other accrued liabilities		73,440		46,006
Current portion of long-term debt		503		1,641
Interest payable		2,250		8,717
Deferred income taxes		19,467		—
Total current liabilities		271,842		139,034
LONG-TERM LIABILITIES
Borrowings on credit facilities		224,159		243,402
TUSA 6.75% notes		429,500		415,889
5% convertible note		135,877		141,037
Other notes and mortgages payable		10,102		12,566
Deferred income taxes		33,974		—
Commodity derivatives		—		470
Other		4,398		4,585
Total liabilities		1,109,852		956,983
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.00001 par value, 140,000,000 shares authorized; 75,174,442 and 75,679,808 shares issued and outstanding at January 31, 2015 and October 31, 2015, respectively		1		1
Additional paid-in capital		545,017		554,018
Retained earnings (accumulated deficit)		—		(660,544)
Total stockholders' equity (deficit)		545,018		(106,525)
Total liabilities and stockholders’ equity (deficit)	$	1,654,870	$	850,458

See notes to condensed consolidated financial statements.

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Triangle Petroleum Corporation

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share data)

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
	2014		2015		2014		2015
REVENUES:
Oil, natural gas and natural gas liquids sales	$	80,139	$	42,871	$	221,479	$	145,912
Oilfield services		94,057		22,273		194,488		147,253
Total revenues		174,196		65,144		415,967		293,165
EXPENSES:
Lease operating expenses		7,317		10,135		18,741		32,413
Gathering, transportation and processing		4,380		6,537		11,915		19,526
Production taxes		8,637		4,052		23,662		14,288
Depreciation and amortization		32,471		28,396		80,465		98,446
Impairment of oil and natural gas properties		—		261,000		—		659,000
Accretion of asset retirement obligations		259		75		324		222
Oilfield services		70,805		21,700		142,069		133,883
General and administrative, net of amounts capitalized		16,793		18,434		44,285		47,882
Total operating expenses		140,662		350,329		321,461		1,005,660
INCOME (LOSS) FROM OPERATIONS		33,534		(285,185)		94,506		(712,495)
OTHER INCOME (EXPENSE):
Interest expense, net		(8,984)		(9,877)		(15,874)		(28,849)
Amortization of deferred loan costs		(479)		(852)		(1,838)		(2,199)
Gain on extinguishment of debt		—		4,175		—		5,331
Realized commodity derivative gains (losses)		688		27,857		(3,084)		64,341
Unrealized commodity derivative gains (losses)		19,134		(21,044)		16,529		(46,453)
Equity investment income (loss)		393		450		457		1,848
Gain (loss) on equity investment derivatives		742		(1,118)		3,662		3,398
Gain on Caliber capital transactions		—		—		—		2,880
Other income (expense), net		(330)		(1,405)		(216)		(1,787)
Total other income (expense)		11,164		(1,814)		(364)		(1,490)
INCOME (LOSS) BEFORE INCOME TAXES		44,698		(286,999)		94,142		(713,985)
INCOME TAX PROVISION (BENEFIT)		19,300		—		39,650		(53,441)
NET INCOME (LOSS)	$	25,398	$	(286,999)	$	54,492	$	(660,544)
Earnings (loss) per common share outstanding:
Basic	$	0.30	$	(3.80)	$	0.64	$	(8.76)
Diluted	$	0.26	$	(3.80)	$	0.55	$	(8.76)
Weighted average common shares outstanding:
Basic		85,242		75,588		85,769		75,419
Diluted		102,954		75,588		103,421		75,419

See notes to condensed consolidated financial statements.

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Triangle Petroleum Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	For the Nine Months Ended October 31,
	2014		2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	54,492	$	(660,544)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		80,465		98,446
Impairment of oil and natural gas properties		—		659,000
Share-based compensation		5,642		13,900
Interest expense paid-in-kind on 5% convertible note		4,910		5,160
Amortization of deferred loan costs		1,838		2,199
Gain on extinguishment of debt		—		(5,331)
Accretion of asset retirement obligations		324		222
Unrealized commodity derivative (gains) losses		(16,529)		46,453
Equity investment (income) loss		(457)		(1,848)
Gain on equity investment derivatives		(3,662)		(3,398)
Gain on Caliber capital transactions		—		(2,880)
Loss on sale of equipment		—		1,077
Deferred income taxes		38,823		(53,441)
Changes in related current assets and current liabilities:
Accounts receivable		(92,317)		108,417
Other current assets		(157)		6,285
Accounts payable and accrued liabilities		28,854		(69,241)
Asset retirement expenditures		(137)		(1,521)
Other		334		(481)
Cash provided by operating activities		102,423		142,474
CASH FLOWS FROM INVESTING ACTIVITIES:
Oil and natural gas property expenditures		(218,313)		(182,198)
Acquisitions of oil and natural gas properties		(132,843)		(837)
Purchases of oilfield services equipment		(41,263)		(7,275)
Purchases of other property and equipment		(12,079)		(4,661)
Sale of oil and natural gas properties		1,500		6,000
Proceeds from sale of equipment		—		7,468
Other		188		—
Cash used in investing activities		(402,810)		(181,503)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facilities		313,616		183,367
Repayments of credit facilities		(433,515)		(164,124)
Proceeds from notes payable		450,000		4,032
Repayments of other notes and mortgages payable		(300)		(463)
Early extinguishment of repurchased debt		—		(8,280)
Debt issuance costs		(12,714)		(943)
Payments to settle tax on vested restricted stock units		(2,666)		(834)
Distributions to RockPile B unit holders		—		(4,318)
Purchase of vested RockPile B units from unit holders		—		(1,029)
Common stock repurchased and retired		(42,548)		—
Cash provided by financing activities		271,873		7,408
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		(28,514)		(31,621)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD		81,750		67,871
CASH AND EQUIVALENTS, END OF PERIOD	$	53,236	$	36,250

See notes to condensed consolidated financial statements.

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Triangle Petroleum Corporation

Condensed Consolidated Statement of Stockholders’ Equity(Deficit) (Unaudited)

For the Nine Months Ended October 31, 2015

(in thousands, except share data)

						Retained		Total
	Shares of	Common		Additional		Earnings		Stockholders'
	Common	Stock at		Paid-in		(Accumulated		Equity
	Stock	Par Value		Capital		Deficit)		(Deficit)
Balance - January 31, 2015	75,174,442	$	1	$	545,017	$	—	$	545,018
Vesting of restricted stock units (net of shares surrendered for taxes)	505,366		—		(834)		—		(834)
Share-based compensation	—		—		15,182		—		15,182
Distributions to RockPile B-Unit holders	—		—		(4,318)		—		(4,318)
Purchase of vested RockPile B units from unit holders	—		—		(1,029)		—		(1,029)
Net income (loss) for the period	—		—		—		(660,544)		(660,544)
Balance - October 31, 2015	75,679,808	$	1	$	554,018	$	(660,544)	$	(106,525)

See notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  DESCRIPTION OF BUSINESS

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”).

In June 2011, we formed RockPile Energy Services, LLC (“RockPile”), a wholly-owned subsidiary, which provides oilfield and complementary well completion services to oil and natural gas exploration and production companies predominantly in the Williston Basin. RockPile began operations in July 2012.

In September 2012, through our wholly-owned subsidiary, Triangle Caliber Holdings, LLC, we formed Caliber Midstream Partners, L.P. (“Caliber”), an unconsolidated joint venture with First Reserve Energy Infrastructure Fund. Caliber was formed for the purpose of providing 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.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, 2015, as filed with the SEC (“Fiscal 2015 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.

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 and other assets; (v) assigning fair value and allocating purchase price in connection with business combinations; (vi) accrued revenue and related receivables;

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(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.

	Trailing 12 Month Simple Average Spot Prices
	January 31, 2015		April 30, 2015		July 31, 2015		October 31, 2015
Oil (per Bbl)	$	91.22	$	78.58	$	67.65	$	55.37
Natural gas (per MMbtu)	$	4.20	$	3.69	$	3.23	$	2.89
Natural gas liquids (per Bbl)	$	50.07	$	41.96	$	34.98	$	26.60

We recognized impairments to our proved oil and natural gas properties of $261.0 million and $659.0 million for the three and nine months ended October 31, 2015, respectively, primarily due to the decline in oil, natural gas and natural gas liquids prices. We did not recognize impairments to our proved oil and natural gas properties for the three and nine months ended October 31, 2014. 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 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.

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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, 2015		October 31, 2015
Oilfield services equipment	$	105,938	$	110,703
Accumulated depreciation		(28,805)		(46,792)
Depreciable assets, net		77,133		63,911
Assets not placed in service		10,416		299
Total oilfield services equipment, net	$	87,549	$	64,210
Land	$	7,888	$	7,888
Building and leasehold improvements		33,625		36,843
Vehicles		4,811		5,036
Software, computers and office equipment		5,327		7,382
Capital leases		853		879
Accumulated depreciation		(6,384)		(10,488)
Depreciable assets, net		46,120		47,540
Assets not placed in service		1,247		384
Total other property and equipment, net	$	47,367	$	47,924

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.

As noted above, the carrying value of our oil and natural gas properties exceeded the calculated value of the ceiling limitation resulting in an impairment of $659.0 million for the nine months ended October 31, 2015. This impairment results in Triangle having three years of cumulative historical pre-tax losses and a net deferred tax asset position. Additionally, Triangle will likely be required to recognize additional impairments of its oil and natural gas properties in future periods if oil and natural gas prices remain at current levels or continue to decline and such impairments will likely be material. Triangle also had net operating loss carryovers (“NOLs”) for federal income tax purposes of $143.1 million at January 31, 2015. These losses and expected future losses were a key consideration that led Triangle to provide a valuation allowance against its net deferred tax assets as of April 30, July 31, and October 31, 2015 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 October 31, 2015, 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 nine months of fiscal year 2016. 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.

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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				For the Nine Months Ended
	October 31,				October 31,
(in thousands)	2014		2015		2014		2015
Dilutive		17,712		—		17,652		—
Anti-dilutive shares		6,740		10,819		6,776		10,819

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				For the Nine Months Ended
	October 31,				October 31,
(in thousands, except per share data)	2014		2015		2014		2015
Net income (loss) attributable to common stockholders	$	25,398	$	(286,999)	$	54,492	$	(660,544)
Effect of 5% convertible note conversion		919		—		2,852		—
Net income (loss) attributable to common stockholders after effect of 5% convertible note conversion	$	26,317	$	(286,999)	$	57,344	$	(660,544)
Basic weighted average common shares outstanding		85,242		75,588		85,769		75,419
Effect of dilutive securities		17,712		—		17,652		—
Diluted weighted average common shares outstanding		102,954		75,588		103,421		75,419
Basic net income (loss) per share	$	0.30	$	(3.80)	$	0.64	$	(8.76)
Diluted net income (loss) per share	$	0.26	$	(3.80)	$	0.55	$	(8.76)

Reclassifications.  Certain amounts in our unaudited condensed consolidated statements of operations for the three and nine months ended October 31, 2014 have been reclassified to conform to the financial statement presentation for the periods ended October 31, 2015. The unaudited condensed consolidated statements of operations reclassifications relate to the break out of amortization of deferred loan costs from interest expense and amounts related to revisions in the Elmworth abandonment obligation that were reclassified from accretion of asset retirement obligations to depreciation and amortization expense. Such reclassifications had no impact on consolidated total assets, stockholders’ equity or net income previously reported.

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3.  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 October 31, 2015 and 2014.

	For the Three Months Ended October 31, 2015
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	42,871	$	—	$	—	$	—	$	42,871
Oilfield services for third parties		—		21,922		—		351		22,273
Intersegment revenues		—		3,881		—		(3,881)		—
Total revenues		42,871		25,803		—		(3,530)		65,144
Expenses:
Lease operating and production taxes		14,187		—		—		—		14,187
Gathering, transportation and processing		6,537		—		—		—		6,537
Depreciation and amortization		21,394		6,797		420		(215)		28,396
Impairment of oil and natural gas properties		261,000		—		—		—		261,000
Accretion of asset retirement obligations		75		—		—		—		75
Oilfield services		—		24,664		—		(2,964)		21,700
General and administrative, net of amounts capitalized:
Salaries and benefits		450		4,138		2,338		—		6,926
Share-based compensation		390		117		7,259		—		7,766
Other general and administrative		405		1,198		2,139		—		3,742
Total operating expenses		304,438		36,914		12,156		(3,179)		350,329
Income (loss) from operations		(261,567)		(11,111)		(12,156)		(351)		(285,185)
Other income (expense)		2,991		(2,062)		(2,298)		(445)		(1,814)
Income (loss) before income taxes	$	(258,576)	$	(13,173)	$	(14,454)	$	(796)	$	(286,999)

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	For the Three Months Ended October 31, 2014
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	80,139	$	—	$	—	$	—	$	80,139
Oilfield services for third parties		—		96,810		—		(2,753)		94,057
Intersegment revenues		—		46,665		—		(46,665)		—
Total revenues		80,139		143,475		—		(49,418)		174,196
Expenses:
Lease operating and production taxes		15,954		—		—		—		15,954
Gathering, transportation and processing		4,380		—		—		—		4,380
Depreciation and amortization		30,291		6,119		255		(4,194)		32,471
Accretion of asset retirement obligations		259		—		—		—		259
Oilfield services		—		102,710		—		(31,905)		70,805
General and administrative, net of amounts capitalized:
Salaries and benefits		1,264		3,836		2,625		—		7,725
Share-based compensation		94		146		1,587		—		1,827
Other general and administrative		2,966		3,207		1,068		—		7,241
Total operating expenses		55,208		116,018		5,535		(36,099)		140,662
Income (loss) from operations		24,931		27,457		(5,535)		(13,319)		33,534
Other income (expense)		12,126		(628)		594		(928)		11,164
Net income (loss) before income taxes	$	37,057	$	26,829	$	(4,941)	$	(14,247)	$	44,698

The following tables present selected financial information for our operating segments for the nine months ended October 31, 2015 and 2014.

	For the Nine Months Ended October 31, 2015
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	145,912	$	—	$	—	$	—	$	145,912
Oilfield services for third parties		—		147,842		—		(589)		147,253
Intersegment revenues		—		27,986		—		(27,986)		—
Total revenues		145,912		175,828		—		(28,575)		293,165
Expenses:
Lease operating and production taxes		46,701		—		—		—		46,701
Gathering, transportation and processing		19,526		—		—		—		19,526
Depreciation and amortization		75,220		25,004		1,152		(2,930)		98,446
Impairment of oil and natural gas properties		659,000		—		—		—		659,000
Accretion of asset retirement obligations		222		—		—		—		222
Oilfield services		—		151,603		—		(17,720)		133,883
General and administrative, net of amounts capitalized:
Salaries and benefits		1,375		12,907		8,636		—		22,918
Share-based compensation		1,086		252		12,562		—		13,900
Other general and administrative		1,161		4,029		5,874		—		11,064
Total operating expenses		804,291		193,795		28,224		(20,650)		1,005,660
Income (loss) from operations		(658,379)		(17,967)		(28,224)		(7,925)		(712,495)
Other income (expense)		279		(3,782)		3,504		(1,491)		(1,490)
Income (loss) before income taxes	$	(658,100)	$	(21,749)	$	(24,720)	$	(9,416)	$	(713,985)
As of October 31, 2015:
Net oil and natural gas properties	$	613,547	$	—	$	—	$	(84,198)	$	529,349
Oilfield services equipment, net	$	—	$	64,210	$	—	$	—	$	64,210
Other property and equipment, net	$	9,072	$	21,398	$	17,454	$	—	$	47,924
Total assets	$	718,582	$	93,333	$	123,075	$	(84,532)	$	850,458
Total liabilities	$	720,821	$	82,164	$	154,332	$	(334)	$	956,983

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	For the Nine Months Ended October 31, 2014
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	221,479	$	—	$	—	$		$	221,479
Oilfield services for third parties		—		200,460		—		(5,972)		194,488
Intersegment revenues		—		106,502		—		(106,502)		—
Total revenues		221,479		306,962		—		(112,474)		415,967
Expenses:
Lease operating and production taxes		42,403		—		—		—		42,403
Gathering, transportation and processing		11,915		—		—		—		11,915
Depreciation and amortization		76,731		14,399		617		(11,282)		80,465
Accretion of asset retirement obligations		324		—		—		—		324
Oilfield services		—		215,288		—		(73,219)		142,069
General and administrative, net of amounts capitalized:
Salaries and benefits		4,065		9,496		6,958		—		20,519
Share-based compensation		832		363		4,447		—		5,642
Other general and administrative		7,385		7,895		2,844		—		18,124
Total operating expenses		143,655		247,441		14,866		(84,501)		321,461
Income (loss) from operations		77,824		59,521		(14,866)		(27,973)		94,506
Other income (expense)		1,292		(1,802)		2,340		(2,194)		(364)
Income (loss) before income taxes	$	79,116	$	57,719	$	(12,526)	$	(30,167)	$	94,142

Certain income statement reclassifications were made as previously noted, as well as changes to reflect the Exploration and Production depreciation and amortization expense gross rather than net of consolidating eliminations.

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 October 31, 2015 and 2014, $(0.4)million and $2.4 million, respectively, of the depreciation and amortization elimination relates to the Exploration and Production segment and the balance relates to the Oilfield Services segment. For the nine months ended October 31, 2015 and 2014, $0.2million and $6.7 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.

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4.  LONG-TERM DEBT

The Company’s long-term debt consisted of the following as of January 31, 2015 and October 31, 2015:

(in thousands)	January 31, 2015		October 31, 2015
TUSA credit facility due October 2018	$	119,272	$	189,272
RockPile credit facility due March 2019		104,887		54,130
TUSA 6.75% notes due July 2022		429,500		415,889
5% convertible note		135,877		141,037
Other notes and mortgages payable		10,605		14,207
Total debt		800,141		814,535
Less current portion of debt:
Other notes and mortgages payable		(503)		(1,641)
Total long-term debt	$	799,638	$	812,894

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. The May 2015 semi-annual redetermination of the borrowing base was conducted concurrently with the execution of Amendment No. 1, and the borrowing base was adjusted from $435.0 million to $350.0 million. The November 2015 semi-annual redetermination of the borrowing base was reaffirmed at $350.0 million.

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 will 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 at any time the borrowing base is less than the amount of outstanding credit exposure under the TUSA credit facility, TUSA will be required to (i) prepay the principal amount of the loans in an amount sufficient to eliminate the excess, (ii) pledge additional collateral, (iii) prepay the excess in three equal monthly installments, or (iv) any combination of options (i) through (iii). 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) at least 80% of 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.

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, consolidated senior secured debt to consolidated EBITDAX, and interest to consolidated EBITDAX. As of October 31, 2015, TUSA was in compliance with all covenants under the TUSA 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.

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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. Amendment No. 1 also modified covenants in the RockPile credit facility related to certain restrictions on the payment of dividends and distributions and increased the amount of permitted capital expenditures.

As of October 31, 2015, RockPile was in compliance with all financial covenants under the RockPile credit facility. Although it is difficult to forecast future operations in this low commodity price environment, RockPile could breach its ratio of consolidated debt to EBITDA (as defined in the credit agreement) in future quarters.  If RockPile were to breach this covenant in a future period, RockPile has a cure right to obtain a cash capital contribution from Triangle or another investor approved by Triangle (“Equity Cure”) 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. 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.

TUSA 6.75% Notes.  On July 18, 2014, TUSA entered into an Indenture (the “Indenture”) among TUSA, a TUSA wholly-owned subsidiary as guarantor, and Wells Fargo Bank, National Association, as trustee, governing the terms of TUSA’s $450.0 million aggregate principal amount of 6.75% 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.

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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% of the principal amount of the notes redeemed (103% after July 15, 2018, 102% after July 15, 2019 and 100% 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 a specified redemption price set forth in the Indenture plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of certain equity offerings. 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 redemption date.

The Indenture permits TUSA to purchase TUSA 6.75% Notes in the open market. In fiscal year 2015, TUSA repurchased TUSA 6.75% Notes with a face value of $20.5 million for $13.9 million, immediately retired the repurchased notes, and recognized a gain on extinguishment of debt of $6.6 million. During the nine months ended October 31, 2015, TUSA repurchased additional TUSA 6.75% Notes with a face value of $13.6 million for $8.3 million, immediately retired the repurchased notes, and recognized a gain on extinguishment of debt of $5.3 million.

The Indenture contains covenants that, among other things, restrict TUSA’s ability and the ability of any guarantor 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 of October 31, 2015, TUSA was in compliance with all covenants under the TUSA 6.75% Notes.

Convertible Note. On October 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 October 31, 2015, $21.0 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 or a change of control of the Company, 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.

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5.  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 consolidated statements of cash flows. 

The components of commodity derivative gains (losses) in the consolidated statements of operations are as follows:

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
(in thousands)	2014		2015		2014		2015
Realized commodity derivative gains (losses)	$	688	$	27,857	$	(3,084)	$	64,341
Unrealized commodity derivative gains (losses)		19,134		(21,044)		16,529		(46,453)
Commodity derivative gains (losses), net	$	19,822	$	6,813	$	13,445	$	17,888

The Company’s commodity derivative contracts as of October 31, 2015 are summarized below:

				Weighted		Weighted		Weighted
	Contract		Quantity	Average		Average		Average
	Type	Basis (1)	(Bbl/d)	Put Strike		Call Strike		Price
November 1, 2015 to January 31, 2016	Collar	NYMEX	995	$	80.00	$	95.78		n/a
November 1, 2015 to January 31, 2016	Swap	NYMEX	1,995		n/a		n/a	$	60.19
February 1, 2016 to January 31, 2017	Swap	NYMEX	2,175		n/a		n/a	$	56.13
February 1, 2017 to January 31, 2018	Swap	NYMEX	2,745		n/a		n/a	$	53.36

(1) “NYMEX” refers to West Texas Intermediate crude oil prices at Cushing, Oklahoma as quoted on the New York Mercantile Exchange.

In August 2015, the Company unwound certain commodity derivative swap contracts and realized a gain of $9.3 million. The early settled contracts were for 2,000 barrels of oil per day at an average fixed price of $60.34 for the period from January 1, 2016 to December 31, 2016.

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The estimated fair values of commodity derivatives included in the consolidated balance sheets at January 31, 2015 and October 31, 2015 are summarized below. The Company does not offset asset and liability positions with the same counterparties within the consolidated financial statements; rather, all contracts are presented at their gross estimated fair value. As of the dates indicated, the Company’s derivative assets and liabilities are presented below. These balances represent the estimated fair value of the contracts. The Company has not designated any of its derivative contracts as cash-flow hedging instruments for accounting purposes. The main headings represent the balance sheet captions for the contracts presented.

(in thousands)	January 31, 2015		October 31, 2015
Current Assets:
Crude oil derivative contracts	$	54,775	$	8,329
Other Long-Term Assets:
Crude oil derivative contracts		—		463
Total derivative asset	$	54,775	$	8,792
Long-Term Liabilities:
Crude oil derivative contracts	$	—	$	470
Total derivative liability	$	—	$	470

6.  ACQUISITIONS

In June 2014, we acquired from Marathon Oil Company (“Marathon”) certain oil and natural gas leaseholds and related producing properties located in Williams County, North Dakota, Sheridan County, Montana, and Roosevelt County, Montana comprising approximately 41,100 net acres and various other related rights, permits, contracts, equipment and other assets for approximately $90.4 million in cash, net of certain closing adjustments of $9.6 million.

The acquisition was accounted for using the acquisition method under ASC-805, Business Combinations, which requires the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date of June 30, 2014.

The following unaudited pro forma financial information represents the combined results for the Company and the properties acquired from Marathon, in June of 2014, as if the acquisitions had occurred on February 1, 2014.

	For the Nine Months Ended
(in thousands, except per share data)	October 31, 2014
Operating revenues	$	427,708
Net income (loss)	$	57,110
Earnings (loss) per common share
Basic	$	0.67
Diluted	$	0.58
Weighted average common shares outstanding:
Basic		85,769
Diluted		103,421

The pro forma information includes the effects of adjustments for depreciation and amortization expense of $3.4 millionfor the nine month period ended October 31, 2014. The pro forma results do not include any cost savings that may result from the acquisition or any estimated costs that have been or will be incurred by the Company to integrate the properties acquired. The pro forma results are not necessarily indicative of what actually would have occurred if the transactions had been completed as of the beginning of the period, nor are they necessarily indicative of future results.

7.  EQUITY INVESTMENT AND EQUITY INVESTMENT DERIVATIVES

Equity Investment.On October 1, 2012, Triangle Caliber Holdings, LLC (“Triangle Caliber Holdings”), a wholly-owned subsidiary of Triangle, entered into a joint venture with FREIF Caliber Holdings LLC (“FREIF”), a wholly-owned subsidiary of First Reserve Energy Infrastructure Fund. The joint venture entity, Caliber, was formed to provide crude oil, natural gas and water transportation and related services to the Company and third parties primarily within the Williston Basin of North Dakota and Montana.

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On January 31, 2015, Triangle Caliber Holdings entered into a series of agreements modifying its joint venture with FREIF. In connection with the modifications, Triangle Caliber Holdings entered into a Second Amended and Restated Contribution Agreement, dated January 31, 2015 (the “2nd A&R Contribution Agreement”), with FREIF and the general partner of Caliber, which is owned and controlled equally between Triangle Caliber Holdings and FREIF. Pursuant to the terms of the 2nd A&R Contribution Agreement, FREIF agreed to contribute an additional $34.0 million to Caliber in exchange for 2,720,000 Class A Units. FREIF funded the $34.0 million contribution, and the additional 2,720,000 Class A Units were issued, on February 2, 2015. Triangle made no capital contribution to Caliber in connection with the 2nd A&R Contribution Agreement or the issuance of the 2,720,000 Class A Units. Following the issuance, FREIF holds 17,720,000 Class A Units, representing an approximate 71.7% Class A Units ownership interest in Caliber, and Triangle Caliber Holdings holds 7,000,000 Class A Units, representing an approximate 28.3% Class A Units ownership interest in Caliber. Triangle recognized a gain in the first nine months of fiscal year 2016 of $2.9 million related to Caliber’s issuance of these 2,720,000 Class A Units to FREIF.

Also pursuant to the terms of the 2nd A&R Contribution Agreement, Triangle Caliber Holdings received warrants for the purchase of an additional 3,626,667 Class A Units, and FREIF received warrants (Series 5) for the purchase of an additional 906,667 Class A Units. The warrants received by Triangle Caliber Holdings on February 2, 2015 included 2,357,334 Class A (Series 1 through 4) Warrants at strike prices and expiration dates noted below and 1,269,333 Class A (Series 6) Warrants with a strike price of $12.50 and an expiration date of February 2, 2018.

The following summarizes the Company’s equity investment holdings in Caliber as of January 31, 2015 and October31, 2015 and the strike prices for exercising warrants as of October 31, 2015:

	Expiration		Strike Price at		As of	As of
	Date		October 31, 2015		January 31, 2015	October 31, 2015
Class A Units		—	$	—	7,000,000	7,000,000
Series 1 Warrants		October 1, 2024	$	12.78	5,600,000	6,615,467
Series 2 Warrants		October 1, 2024	$	22.09	2,400,000	2,835,200
Series 3 Warrants		September 12, 2025	$	22.09	3,000,000	3,544,000
Series 4 Warrants		September 12, 2025	$	28.09	2,000,000	2,362,667
Series 6 Warrants		February 2, 2018	$	12.50	—	1,269,333

The following summarizes the activities related to the Company’s equity investment in Caliber for the nine months ended October 31, 2015:

	For the Nine Months Ended
(in thousands)	October 31, 2015
Balance at January 31, 2015	$	64,411
Capital contributions		—
Distributions		—
Equity investment share of net income before intra-company profit eliminations		2,700
Change in fair value of warrants		3,398
Gain on Caliber capital transactions		2,880
Balance at October 31, 2015	$	73,389
Fair value of warrants at October 31, 2015	$	3,900

Equity Investment Derivatives. At January 31, 2015 and October 31, 2015, 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.

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8.  CAPITAL STOCK

The Company had 106.8 million shares of common stock issued or reserved for issuance at October 31, 2015. At October 31, 2015, the Company had 75.7 million shares of common stock issued and outstanding. The Company also had 1.7 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, 3.1 million shares of common stock reserved for issuance pursuant to outstanding awards under its 2014 Equity Incentive Plan (the “2014 Plan”), and 2.7 million shares of reserved common stock that remained available for issuance under the 2014 Plan. Lastly, the Company had 17.6 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 and nine months ended October 31, 2015. As of October 31, 2015, the number of shares of common stock remaining available for repurchase under the Board approved program was 5,591,645 shares.

9.  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 ratably over the applicable vesting period.

On May 27, 2014, the Board approved the 2014 Plan, which was approved by the Company’s stockholders on October 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 and nine months ended October 31, 2014 and 2015, the Company recorded share-based compensation as follows:

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
(in thousands)	2014		2015		2014		2015
Restricted stock units	$	1,298	$	4,078	$	4,572	$	8,741
Stock options		627		4,144		1,600		6,189
RockPile Series B Units		146		117		363		252
		2,071		8,339		6,535		15,182
Less amounts capitalized to oil and natural gas properties		(244)		(573)		(893)		(1,282)
Compensation expense	$	1,827	$	7,766	$	5,642	$	13,900

Restricted Stock Units. During the nine months ended October 31, 2015, the Company granted 1,983,843 restricted stock units as compensation to employees, officers, and directors which generally vest over one to five years. As of October31, 2015, there was approximately $19.7 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 3.2 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.

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The following table summarizes the activity for our restricted stock units during the nine months ended October31, 2015:  

		Weighted
		Average
	Number of	Award Date
	Shares	Fair Value
Restricted stock units outstanding - January 31, 2015	2,914,045	$	7.92
Units granted	1,983,843	$	4.74
Units forfeited	(78,788)	$	8.07
Units vested	(700,506)	$	8.27
Restricted stock units outstanding - October 31, 2015	4,118,594	$	6.33

Stock Options. There were no grants, exercises or forfeitures of stock options during the nine months ended October31, 2015. The following table summarizes the stock options outstanding at October 31, 2015:  

		Remaining
Exercise Price		Contractual Life	Number of Shares
per Share		(years)	Outstanding		Exercisable
$	7.50	7.68		750,000		150,000
$	8.50	7.68		750,000		150,000
$	10.00	7.68		1,500,000		300,000
$	12.00	7.68		1,500,000		300,000
$	15.00	7.68		1,500,000		300,000
$	12.00	5.86		233,333		77,770
$	14.00	5.86		233,333		77,770
$	16.00	8.87		233,334		77,770
				6,700,000		1,433,310
Weighted average exercise price per share			$	11.54	$	11.70
Weighted average remaining contractual life				7.59		7.55

As of October 31, 2015, there was approximately $12.4 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 2.6 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. 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 nine months ended October 31, 2015:

	Series	Series	Series	Series	Series	Series
	B-1units	B-2 units	B-3 units	B-4 units	B-5 units	B-6 units	Total
Units outstanding - January 31, 2015	2,920,000	60,000	910,000	1,412,000	—	—	5,302,000
Units redeemed	—	—	—	—	—	—	—
Units granted	—	—	—	—	397,500	257,500	655,000
Units forfeited	—	—	(96,000)	(74,000)	—	—	(170,000)
Units outstanding - October 31, 2015	2,920,000	60,000	814,000	1,338,000	397,500	257,500	5,787,000
Vested	2,920,000	60,000	352,000	117,600	—	—	3,449,600
Unvested	—	—	462,000	1,220,400	397,500	257,500	2,337,400

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Series B Units currently have a 1 to 44 month vesting schedule. 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 October 31, 2015, there was approximately $2.5 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’ remaining vesting schedule.

10.  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, 2015 and October 31, 2015, by level within the fair value hierarchy:

	As of January 31, 2015
(in thousands)	Level 1		Level 2		Level3		Total
Assets:
Commodity derivative assets	$	—	$	54,775	$	—	$	54,775
Equity investment derivative assets	$	—	$	—	$	504	$	504
Liabilities:
RockPile earn-out liability	$	—	$	(1,825)	$	—	$	(1,825)

	As of October 31, 2015
(in thousands)	Level1		Level 2		Level 3		Total
Assets:
Commodity derivative assets	$	—	$	8,792	$	—	$	8,792
Equity investment derivative assets	$	—	$	—	$	3,900	$	3,900
Liabilities:
Commodity derivative liabilities	$	—	$	(470)	$	—	$	(470)
RockPile earn-out liability	$	—	$	(1,257)	$	—	$	(1,257)

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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 October 31, 2015, commodity derivative instruments utilized by the Company consist of costless collars and 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 (Series 1 through Series 4 and Series 6) Warrants. 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 value of the Class A Units was forecasted at the end of each quarter based on a predetermined yield, and the strike price for the warrant is adjusted accordingly. At October 31, 2015, the fair value of the underlying Class A Units was 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 and 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 discounted cash flows analysis 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, 2015				October 31, 2015
	Carrying		Estimated		Carrying		Estimated
(in thousands)	Value		FairValue		Value		Fair Value
Revolving credit facilities	$	224,159	$	224,159	$	243,402	$	243,402
TUSA 6.75% notes		429,500		303,871		415,889		185,537
5% convertible note		135,877		137,790		141,037		123,940
Other notes and mortgages payable		10,605		10,605		14,207		14,207

11.  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 $315.4 million was outstanding at October 31, 2015.

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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.

During the nine months ended October 31, 2015, TUSA sold one salt water disposal well to an affiliate of Caliber for net proceeds of $6.0 million.

12.  SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

	For the Nine Months Ended October 31,
(in thousands)	2014		2015
Cash paid during the period for:
Interest expense	$	5,672	$	17,222
Income taxes	$	550	$	-
Non-cash investing activities:
Additions (reductions) to oil and natural gas properties through:
Increase (decrease) in accounts payable and accrued liabilities	$	103,415	$	(47,554)
Capitalized stock based compensation	$	893	$	1,282
Change in asset retirement obligations	$	1,519	$	425

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are 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 conduct these activities primarily in the Williston Basin of North Dakota and Montana through TUSA and RockPile, the Company’s two principal wholly-owned subsidiaries, and Caliber, our joint venture with FREIF.

Summary of results for the nine months ended October 31, 2015

· Average daily production volumes were 13,656  Boe/day for the nine months ended October 31, 2015, compared to 10,330  Boe/day for the nine months ended October 31, 2014, an increase of 32%.

· TUSA spud 16 gross (12.9 net) operated wells and completed 16 gross (11.6 net) operated wells during the nine months ended October 31, 2015. As of October 31, 2015, TUSA had 18 gross (15.8 net) operated wells that have been drilled and were pending completion.

· Lower average realized prices of $39.14per Boe for the nine months ended October 31, 2015, versus $78.56 per Boe for the nine months ended October 31, 2014, resulted in oil, natural gas and natural gas liquids sales for the nine months ended October 31, 2015 of $145.9 million compared to $221.5 million for the nine months ended October 31, 2014.

· RockPile completed 16 TUSA wells and 114 third-party wells in the nine months ended October 31, 2015, as compared to 41 TUSA wells and 62 third-party wells in the nine months ended October 31, 2014.

· Oilfield services revenue for the nine months ended October 31, 2015 was $147.3 million compared to $194.5 million for the nine months ended October 31, 2014.  

· The competitive oilfield services pricing environment resulted in a negative gross profit of $8.9 million for the nine months ended October 31, 2015 compared to a gross profit of $42.6 million for the nine months ended October 31, 2014 after eliminations of intercompany gross profit.

· The carrying value of our oil and natural gas properties exceeded the calculated value of the ceiling limitation  at  October 31, 2015, resulting in an impairment of $659.0 million for the nine months ended October 31, 2015.

· Cash flows provided by operating activities were $142.5 million for the nine months ended October 31, 2015 compared to $102.4 million for the nine months ended October 31, 2014.

· The borrowing base for TUSA’s credit facility was reaffirmed at $350.0 million for the November 2015 redetermination.

Drilling and Completions

The following tables summarize our wells spud and completed during the three and nine months ended October 31, 2015:

	For the Three Months Ended				For the Nine Months Ended
	October 31, 2015				October 31, 2015
	Spud		Completed		Spud		Completed
	Gross	Net	Gross	Net	Gross	Net	Gross	Net
Operated wells	—	—	2	1.7	16	12.9	16	11.6
Non-operated wells	—	—	1	0.0	4	0.1	32	0.9
	—	—	3	1.7	20	13.0	48	12.5

Properties, Plan of Operations and Capital Expenditures

We own operated and non-operated leasehold positions in the Williston Basin of North Dakota and Montana. As of October 31, 2015, we have completed a total of 112gross  (81.6net) operated wells in the Williston Basin and have an interest in approximately 474 gross (26.4 net) non-operated wells.

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We released our last drilling rig in August 2015 and have temporarily suspended our drilling program. We plan to periodically reassess the appropriate number of rigs for our future drilling program based on a variety of factors including, but not limited to, prevailing oil and natural gas prices and operational efficiencies.

Our oil and natural gas property expenditures during the nine months ended October 31, 2014 and 2015 are summarized below:

	For the Nine Months Ended
	October 31,
(in thousands)	2014		2015
Costs incurred during the period
Acquisition of properties:
Proved	$	91,075	$	770
Unproved		41,768		67
Exploration		150,985		55,358
Development		170,743		86,263
Oil and natural gas expenditures		454,571		142,458
Asset retirement obligations, net		1,519		425
	$	456,090	$	142,883

For the three and nine months ended October 31, 2015, we recorded impairments to our oil and natural gas properties of $261.0 million and $659.0 million, respectively, primarily due to the significant decline in oil, natural gas and natural gas liquids prices. The trailing twelve month reference prices at October 31, 2015 were $55.37 per Bbl of oil, $2.89 per MMbtu for natural gas and $26.60 per Bbl of natural gas liquids. For the three and nine months ended October 31, 2014, we did not record an impairment to our oil and natural gas properties.

Because the ceiling calculation requires rolling 12-month average commodity prices, the effect of lower quarter-over-quarter prices in fiscal year 2016 compared to fiscal year 2015 will be a lower ceiling limitation each quarter.  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 prices to be utilized in the ceiling test, estimates of proved reserves and future capital expenditures and operating costs.

If the simple average of oil, natural gas and natural gas liquids prices as of the first day of each month for the trailing 12-month period ended October 31, 2015 had been $50.12 per Bbl of oil, $2.48 per MMbtu for natural gas and $23.41 per Bbl of natural gas liquids and all other factors remained constant, our impairment for the nine months ended October 31, 2015 would have increased, on a pro forma basis, by approximately $108 million. The aforementioned prices were calculated based on a 12-month simple average, which includes the oil and natural gas prices on the first day of the month for the ten months ended November 30, 2015 and the prices for November 2015 were held constant for the remaining two months.

This calculation of the impact of lower commodity prices is prepared based on the presumption that all other inputs and assumptions are held constant with the exception of oil, natural gas and natural gas liquids prices. Therefore, this calculation strictly isolates the impact of commodity prices on our ceiling test limitation and proved reserves. The impact of price is only a single variable in the estimation of our proved reserves and other factors could have a significant impact on future reserves and the present value of future cash flows. The other factors that impact future estimates of proved reserves include, but are not limited to, extensions and discoveries, changes in costs, drilling results, revisions due to performance and other factors, changes in development plans and production. There are numerous uncertainties inherent in the estimation of proved reserves and accounting for oil and natural gas properties in subsequent periods and this pro forma estimate should not be construed as indicative of our development plans or future results.

The ceiling calculation 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.

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U.S. Leasehold

As of October 31, 2015, we have under lease approximately 234,108 gross and 104,137 net acres in the Williston Basin, with approximately 195,951 gross and 77,739 net acres in our core focus area located predominantly in McKenzie and Williams Counties, North Dakota, and eastern Roosevelt and Sheridan Counties, Montana. The following table sets forth our gross and net acres of developed and undeveloped oil and natural gas leases:

	DevelopedAcres		Undeveloped Acres		Total Acres
	Gross	Net	Gross	Net	Gross	Net
North Dakota	163,956	62,747	19,008	5,671	182,964	68,418
Montana	8,112	6,187	43,032	29,532	51,144	35,719
Total Williston Basin	172,068	68,934	62,040	35,203	234,108	104,137

Summary of Operating Results

The following table reflects the components of our production volumes, average realized prices, oil, natural gas and natural gas liquids revenues, and operating expenses for the periods indicated. No pro forma adjustments have been made for the acquisitions and divestitures of oil and natural gas properties, which will affect the comparability of the data below. The information set forth below is not necessarily indicative of future results.

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
Oil and Natural Gas Operations	2014		2015		2014		2015
Production volumes:
Crude oil (Mbbls)		947		987		2,382		3,027
Natural gas (MMcf)		654		814		1,589		2,304
Natural gas liquids (Mbbls)		69		136		173		317
Total barrels of oil equivalent (Mboe)		1,125		1,259		2,820		3,728
Average daily production volumes (Boe/d)		12,228		13,685		10,330		13,656
Average realized prices:
Crude oil ($ per Bbl)	$	79.11	$	40.74	$	86.17	$	45.31
Natural gas ($ per Mcf)	$	4.59	$	2.51	$	5.88	$	2.76
Natural gas liquids ($ per Bbl)	$	32.24	$	4.52	$	39.94	$	7.63
Total average realized price ($ per Boe)	$	71.22	$	34.05	$	78.56	$	39.14
Oil, natural gas and natural gas liquids revenues (in thousands):
Crude oil	$	74,896	$	40,210	$	205,251	$	137,142
Natural gas		3,004		2,046		9,337		6,352
Natural gas liquids		2,239		615		6,891		2,418
Total oil, natural gas and natural gas liquids revenues	$	80,139	$	42,871	$	221,479	$	145,912
Operating expenses (in thousands):
Lease operating expenses	$	7,317	$	10,135	$	18,741	$	32,413
Gathering, transportation and processing		4,380		6,537		11,915		19,526
Production taxes		8,637		4,052		23,662		14,288
Oil and natural gas amortization expense		27,876		21,728		70,015		74,634
Impairment of oil and natural gas properties		—		261,000		—		659,000
Accretion of asset retirement obligations		259		75		324		222
Total operating expenses	$	48,469	$	303,527	$	124,657	$	800,083
Operating expenses per Boe:
Lease operating expenses	$	6.50	$	8.05	$	6.65	$	8.69
Gathering, transportation and processing	$	3.89	$	5.19	$	4.23	$	5.24
Production taxes	$	7.68	$	3.22	$	8.39	$	3.83
Oil and natural gas amortization expense	$	24.78	$	17.26	$	24.83	$	20.02

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Comparison of Quarter Ended October 31, 2015 to Quarter Ended October 31, 2014

Oil, Natural Gas and Natural Gas Liquids Revenues.  Revenues from oil, natural gas and natural gas liquids for the three months ended October 31, 2015 decreased 47% to $42.9 million from $80.1 million for the three months ended October 31, 2014. Total production increased 12% due to our drilling and completion program. This increase in production was offset by a 52% decrease in weighted average realized prices from $71.22 per Boe for the three months ended October 31, 2014 to $34.05 per Boe for the three months ended October 31, 2015.

Lease Operating Expenses. Lease operating expenses increased to $8.05 per Boe for the three months ended October 31, 2015 from $6.50 per Boe for the three months ended October 31, 2014. The cost increase is primarily the result of increased workover expenses and higher produced water disposal costs. We expect that lease operating expenses on a per Boe basis will continue to be higher in the remainder of fiscal year 2016 than in the prior year due to the increased workover and higher produced water disposal costs and the fewer number of newly completed wells compared to fiscal year 2015.

Gathering, Transportation and Processing. Gathering, transportation and processing expenses increased to $5.19 per Boe for the three months ended October 31, 2015 compared to $3.89 per Boe for the three months ended October 31, 2014.  We began transporting and processing our oil, natural gas, and natural gas liquids through Caliber’s facilities in fiscal year 2015. We often receive higher average realized prices by using Caliber’s facilities, partly offset by higher gathering, transportation, and processing expenses.  We expect future expenses on a per Boe basis to be similar to those incurred to date in fiscal year 2016.

Production Taxes.  Production taxes decreased 53% in the third quarter of fiscal year 2016 to $4.1 million from $8.6 million for the third quarter of fiscal year 2015. The 47% decrease in oil, natural gas and natural gas liquids revenues for the three months ended October 31, 2015 versus the three months ended October 31, 2014 is the primary reason for the decrease.

Oil and Natural Gas Amortization.  Oil and natural gas amortization expense decreased 22% to $21.7 million for the three months ended October 31, 2015 from $27.9 million for the three months ended October 31, 2014. On a per Boe basis, our oil and natural gas amortization expense decreased by $7.52 from $24.78 for the three months ended October 31, 2014 to $17.26 for the three months ended October 31, 2015 primarily due to the impairments recorded in the first two quarters of fiscal year 2016.

Impairment Expense.During the third quarter of fiscal year 2016, we recorded a $261.0 million non-cash impairment of the carrying value of our proved oil and natural gas properties as a result of the ceiling test limitation. The impairment resulted primarily from lower realized oil prices. No provision for impairment was recorded during the third quarter of fiscal year 2015.

Oilfield Services Gross Profit. We formed RockPile with the strategic objective of having both greater control over one of our largest cost centers as well as to provide locally-sourced, high-quality completion services to TUSA and other operators in the Williston Basin. Since formation, RockPile has been focused on procuring new oilfield and complementary well completion equipment, building physical and supply chain infrastructure in North Dakota, recruiting and training employees, and establishing third-party customers. RockPile’s results of operations are affected by a number of variables including drilling and stimulation activity, pricing environment, service performance, equipment utilization, and the ability to secure and retain third-party customers. Pressure pumping direct costs include the cost of chemicals and proppant, labor (wages and benefits), logistics expenses, insurance, repairs and maintenance, and safety costs. Cost of goods sold as a percentage of revenue will vary based upon the pricing environment, completion design and equipment utilization.

For the three months ended October 31, 2015, RockPile performed hydraulic fracturing, cased-hole wireline, pressure pumping and workover services for TUSA and 13 third-party customers. Equipment utilized to perform these services consisted of four spreads, six wireline trucks, and five workover rigs. RockPile has increased its base of third-party customers; however, the competitive oilfield services pricing environment resulted in a 76% decrease in consolidated oilfield services revenues from $94.1 million for the three months ended October 31, 2014 to $22.3 million for the three months ended October 31, 2015. Hydraulic fracturing services resulted in 27 total well completions (2 for TUSA and 25 for third-parties) for the three months ended October 31, 2015 compared to 43 total well completions (17 for TUSA and 26 for third-parties) for the three months ended October 31, 2014.

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The current competitive oilfield services pricing environment has resulted in a negative gross profit of $5.5 million for the quarter ended October 31, 2015 compared to a gross profit of $18.9 million for the quarter ended October 31, 2014, after eliminations of $(0.1) million and $15.7 million of intercompany gross profit, respectively. We expect that the oilfield services pricing environment will continue to be very challenging as long as oil and natural gas prices remain near current levels, resulting in compressed profit levels compared to the prior year.

The table below summarizes the RockPile contribution to our consolidated results for the quarters ended October 31, 2014 and 2015:

	For the Three Months Ended October 31, 2014						For the Three Months Ended October 31, 2015
(inthousands)	OilfieldServices		Eliminations		Consolidated		OilfieldServices		Eliminations		Consolidated
Revenues
Oilfield services	$	143,475	$	(49,418)	$	94,057	$	25,803	$	(3,530)	$	22,273
Total revenues		143,475		(49,418)		94,057		25,803		(3,530)		22,273
Cost of sales
Oilfield services		102,710		(31,905)		70,805		24,664		(2,964)		21,700
Depreciation		6,119		(1,791)		4,328		6,797		(700)		6,097
Total cost of sales		108,829		(33,696)		75,133		31,461		(3,664)		27,797
Gross profit	$	34,646	$	(15,722)	$	18,924	$	(5,658)	$	134	$	(5,524)

General and Administrative Expenses.  The following table summarizes general and administrative expenses for the quarters ended October 31, 2014 and 2015:

	For the Three Months Ended October 31, 2014								For the Three Months Ended October 31, 2015
	Exploration								Exploration
	and		Oilfield				Consolidated		and		Oilfield				Consolidated
(in thousands)	Production		Services		Corporate		Total		Production		Services		Corporate		Total
Salaries and benefits	$	1,264	$	3,836	$	2,625	$	7,725	$	450	$	4,138	$	2,338	$	6,926
Share-based compensation		94		146		1,587		1,827		390		117		7,259		7,766
Other general and administrative		2,966		3,207		1,068		7,241		405		1,198		2,139		3,742
Total	$	4,324	$	7,189	$	5,280	$	16,793	$	1,245	$	5,453	$	11,736	$	18,434

Total general and administrative expenses increased $1.6 million to $18.4 million for the three months ended October 31, 2015 compared to $16.8 million for the three months ended October  31, 2014. The increase in corporate general and administrative expenses is primarily a result of higher share based compensation costspartly offset by lower other general and administrative expenses.

Commodity Derivatives.  We have entered into commodity derivative instruments, primarily costless collars and swaps, to reduce the effect of price changes on a portion of our future oil production. Our commodity derivative instruments are measured at fair value and are included in the accompanying consolidated balance sheets as derivative assets and liabilities. During the three months ended October 31, 2015, we recognized a gain of $6.8 million on our commodity derivative positions due to decreases in underlying crude oil prices, as compared to a gain of $19.8 million for the three months ended October 31, 2014. The fair values of the open commodity derivative instruments will continue to change in value until the transactions are settled. Therefore, we expect our net income to reflect the volatility of commodity price forward markets. Our cash flows will only be affected upon settlement of the transactions at the current market prices at that time. We recorded a realized commodity derivative gain of $27.9 million in the third quarter of fiscal year 2016, as compared to a realized commodity derivative gain of $0.7 million in the third quarter of fiscal year 2015.

In August 2015, the Company unwound certain commodity derivative swap contracts and realized a gain of $9.3 million. The early settled contracts were for 2,000 barrels of oil per day at an average fixed price of $60.34 for the period from January 1, 2016 to December 31, 2016.

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Income from Equity Investment. Our equity investment in Caliber consists of Class A Units and equity derivative instruments. The Company recognized a $1.1 million loss on its equity investment derivatives in the third quarter of fiscal year 2016 compared to a $0.7 million gain during the third quarter of fiscal year 2015 related to the change in the fair value of the equity investment derivatives. In addition, during the three months ended October 31, 2015, the Company recognized $0.8 million for its share of Caliber’s net income for the period.  This income was offset by $0.3 million of intra-company gross profit recorded as a reduction of Triangle’s capitalized well costs attributable to services provided by Caliber and capitalized by the Company, resulting in recognized income of $0.5 million. During the three months ended October 31, 2014, the Company recognized $1.0 million for its share of Caliber’s net income for the period.  This income was offset by $0.6 million of intra-company gross profit recorded as a reduction of Triangle’s capitalized well costs attributable to services provided by Caliber and capitalized by the Company, resulting in recognized income of $0.4 million.

Interest Expense.  The $9.9 million in interest expense for the three months ended October 31, 2015 consists of (i) approximately $1.2 million in interest related to the TUSA credit facility, (ii) approximately $0.8million in interest expense associated with RockPile’s credit facility and notes payable, (iii) approximately $7.1 million in interest related to the TUSA 6.75% Notes, (iv) approximately $1.8million in accrued interest related to the Convertible Note,  and (v)approximately $0.1 million in interest expense related to our other debt, all net of approximately $1.1 million of capitalized interest which is generally incurred as exploratory wells are drilled and completed. Approximately $2.2 million of interest expense and capitalized interest was paid in cash.

The $9.0 million in interest expense for the three months ended October 31, 2014 consists of (i) approximately $0.5 million in interest related to the TUSA credit facility, (ii) approximately $0.7 million in interest expense associated with RockPile’s credit facility and notes payable (iii) approximately $7.6 million in interest related to the TUSA 6.75% Notes, (iv) approximately $1.7 million in accrued interest related to our Convertible Note, and (v)approximately $0.1million in interest expense related to our other debt, all net of approximately $1.6 million of capitalized interest. Approximately $1.0 million of interest expense and capitalized interest was paid in cash.

Income Taxes.  We recorded a full valuation allowance against our net deferred tax assets in the first quarter of fiscal year 2016.  Therefore, we had no income tax provision for the three months ended October 31, 2015 compared to expense of $19.3 million for the three months ended October 31, 2014.

As previously noted, the carrying value of our oil and natural gas properties exceeded the calculated value of the ceiling limitation resulting in impairments of $192.0 million for the three months ended April 30, 2015, $206.0 million for three months ended July 31, 2015 and $261.0 million for the three months ended October 31, 2015. These impairments resulted in Triangle having three years of cumulative historical pre-tax losses and a net deferred tax asset position. Additionally, Triangle will likely be required to recognize additional impairments of its oil and natural gas properties in future periods if oil and natural gas prices remain at current levels or continue to decline and such impairments will likely be material. Triangle also had NOLs for federal income tax purposes of $143.1 million at January 31, 2015. These losses and expected future losses were a key consideration that led Triangle to provide a valuation allowance against its net deferred tax assets as of April 30, 2015, July 31, 2015 and October 31, 2015 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.

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.

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Comparison of the Nine Month Period Ended October 31, 2015 to the Nine Month Period Ended October 31, 2014

Oil, Natural Gas and Natural Gas Liquids Revenues.  Revenues from oil, natural gas and natural gas liquids for the nine months ended October 31, 2015 decreased 34% to $145.9 million from $221.5 million for the nine months ended October 31, 2014. Total production increased 32% for the nine months ended October 31, 2015 compared to the nine months ended October 31, 2014 due to our drilling and completion program. This increase in production was offset by a 50% decrease in weighted average realized prices from $78.56 per Boe for the nine months ended October 31, 2014 to $39.14 per Boe for the nine months ended October 31, 2015.

Lease Operating Expenses.  Lease operating expenses increased to $8.69 per Boe for the nine months ended October 31, 2015 from $6.65 per Boe for the nine months ended October 31, 2014. The cost increase is primarily the result of increased workover expenses and higher produced water disposal costs. We expect that lease operating expenses on a per Boe basis will be higher for full fiscal year 2016 than in the prior year due to the increased workover and higher produced water disposal costs and the fewer number of newly completed wells compared to fiscal year 2015.

Gathering, Transportation and Processing. Gathering, transportation and processing expenses increased to $5.24 per Boe for the nine months ended October 31, 2015 compared to $4.23 per Boe for the nine months ended October 31, 2014. We often receive higher average realized prices by using Caliber’s facilities, partly offset by higher gathering, transportation, and processing expenses.  We expect future expenses on a per Boe basis to be similar to those incurred to date in fiscal year 2016.

Production Taxes.  Production taxes decreased 40% in the first nine months of fiscal year 2016 to $14.3 million from $23.7 million for the first nine months of fiscal year 2015. The 34% decrease in oil, natural gas and natural gas liquids revenues for the nine months ended October 31, 2015 versus the nine months ended October 31, 2014 is the primary reason for the decrease.

Oil and Natural Gas Amortization.  Oil and natural gas amortization expense increased 7% to $74.6 million for the nine months ended October 31, 2015 from $70.0 million for the nine months ended October 31, 2014. The increase is primarily related to increased production in the first nine months of fiscal year 2016 as compared to the first nine months of fiscal year 2015. On a per Boe basis, our oil and natural gas amortization expense decreased by $4.81 from $24.83 for the nine months ended October 31, 2014 to $20.02 for the nine months ended October 31, 2015 primarily due to increases in proved reserves from successful development and field extensions, and to the impairments recorded in the first two quarters of fiscal year 2016.

Impairment Expense. During the first nine months of fiscal year 2016, we recorded a $659.0 million non-cash impairment of the carrying value of our proved oil and natural gas properties as a result of the ceiling test limitation. The impairment resulted primarily from lower realized oil prices. No provision for impairment was recorded during the first nine months of fiscal year 2015.

Oilfield Services Gross Profit.  For the nine months ended October 31, 2015, RockPile performed hydraulic fracturing, cased-hole wireline, pressure pumping and workover services for TUSA and 17 third-party customers. Equipment utilized to perform these services consisted of four spreads, six wireline trucks, and five workover rigs. RockPile has increased its base of third-party customers; however, the competitive oilfield service pricing environment resulted in a24%decrease in consolidated oilfield services revenues from $194.5 million for the nine months ended October 31, 2014 to $147.3 million for the nine months ended October 31, 2015. Hydraulic fracturing services resulted in 130 total well completions (16 for TUSA and 114 for third-parties) for the nine months ended October 31, 2015 compared to 103 total well completions (41 for TUSA and 62 for third-parties) for the nine months ended October 31, 2014.

The current competitive oilfield services pricing environment has resulted in a negative gross profit of $8.9 million for the nine months ended October 31, 2015 compared to a gross profit of $42.6 million for the nine months ended October 31, 2014, after eliminations of $8.1 million and $34.7 million of intercompany gross profit, respectively. We expect that the oilfield services pricing environment will continue to be very challenging as long as oil and natural gas prices remain near current levels, resulting in compressed profit levels compared to the prior year.

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The table below summarizes the RockPile contribution to our consolidated results for the nine months ended October 31,  2014 and 2015:

	For the Nine Months Ended October 31, 2014						For the Nine Months Ended October 31, 2015
(in thousands)	Oilfield Services		Eliminations		Consolidated		Oilfield Services		Eliminations		Consolidated
Revenues
Oilfield services	$	306,962	$	(112,474)	$	194,488	$	175,828	$	(28,575)	$	147,253
Total revenues		306,962		(112,474)		194,488		175,828		(28,575)		147,253
Cost of sales
Oilfield services		215,288		(73,219)		142,069		151,603		(17,720)		133,883
Depreciation		14,399		(4,600)		9,799		25,004		(2,766)		22,238
Total cost of sales		229,687		(77,819)		151,868		176,607		(20,486)		156,121
Gross profit	$	77,275	$	(34,655)	$	42,620	$	(779)	$	(8,089)	$	(8,868)

General and Administrative Expenses.  The following table summarizes general and administrative expenses for the nine months ended October 31, 2014 and 2015:

	For the Nine Months Ended October 31, 2014								For the Nine Months Ended October 31, 2015
	Exploration								Exploration
	and		Oilfield				Consolidated		and		Oilfield				Consolidated
(in thousands)	Production		Services		Corporate		Total		Production		Services		Corporate		Total
Salaries and benefits	$	4,065	$	9,496	$	6,958	$	20,519	$	1,375	$	12,907	$	8,636	$	22,918
Share-based compensation		832		363		4,447		5,642		1,086		252		12,562		13,900
Other general and administrative		7,385		7,895		2,844		18,124		1,161		4,029		5,874		11,064
Total	$	12,282	$	17,754	$	14,249	$	44,285	$	3,622	$	17,188	$	27,072	$	47,882

Total general and administrative expenses increased $3.6 million to $47.9 million for the nine months ended October 31, 2015 compared to $44.3 million for the nine months ended October 31, 2014. The increase in corporate general and administrative expenses is primarily a result of increased compensation and benefit costs for personnel due to the growth of the businesses, partly offset by lower other general and administrative expenses.

Commodity Derivatives.  We have entered into commodity derivative instruments, primarily costless collars and swaps, to reduce the effect of price changes on a portion of our future oil production. Our commodity derivative instruments are measured at fair value and are included in the accompanying consolidated balance sheets as derivative assets and liabilities. During the nine months ended October 31, 2015, we recognized a gain of $17.9 million on our commodity derivative positions due to decreases in underlying crude oil prices, as compared to a gain of $13.4 million for the nine months ended October 31, 2014. The fair values of the open commodity derivative instruments will continue to change in value until the transactions are settled. Therefore, we expect our net income to reflect the volatility of commodity price forward markets. Our cash flows will only be affected upon settlement of the transactions at the current market prices at that time. We recorded a realized commodity derivative gain of $64.3 million in the first nine months of fiscal year 2016, as compared to a realized commodity derivative loss of $3.1 million in the first nine months of fiscal year 2015.

In August 2015, the Company unwound certain commodity derivative swap contracts and realized a gain of $9.3 million. The early settled contracts were for 2,000 barrels of oil per day at an average fixed price of $60.34 for the period from January 1, 2016 to December 31, 2016.

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Income from Equity Investment.  Our equity investment in Caliber consists of Class A Units and equity derivative instruments. The Company recognized a $3.4 million gain on its equity investment derivatives in the first nine months of fiscal year 2016 compared to a $3.7 million gain during the first nine months of fiscal year 2015 related to the change in the fair value of the equity investment derivatives. In addition, during the nine months ended October 31, 2015, the Company recognized $2.7million for its share of Caliber’s net income for the period. This income was offset by $0.9 million of intra-company gross profit recorded as a reduction of Triangle’s capitalized well costs attributable to services provided by Caliber and capitalized by the Company, resulting in recognized income of $1.8 million. During the nine months ended October 31, 2014, the Company recognized $2.0 million for its share of Caliber’s net income for the period. This income was offset by $1.5 million of intra-company gross profit recorded as a reduction of Triangle’s capitalized well costs attributable to services provided by Caliber and capitalized by the Company, resulting in a recognized income of $0.5 million. In addition, we recognized a gain in the first nine months of fiscal year 2016 of $2.9 million related to Caliber’s issuance of 2,720,000 Class A Units to FREIF.  

Interest Expense.  The $28.8 million in interest expense for the nine months ended October 31, 2015 consists of (i) approximately $3.2 million in interest related to the TUSA credit facility, (ii) approximately $2.3million in interest expense associated with RockPile’s credit facility and notes payable, (iii) approximately $21.7 million in interest related to the TUSA 6.75% Notes, (iv) approximately $5.2 million in accrued interest related to the Convertible Note, and (v)approximately $0.2 million in interest expense related to our other debt, all net of approximately $3.8 million of capitalized interest which is generally incurred as exploratory wells are drilled and completed. Approximately $21.0 million of interest expense and capitalized interest was paid in cash.

The $15.9 million in interest expense for the nine months ended October 31, 2014 consists of (i) approximately $3.6 million in interest related to the TUSA credit facility, (ii) approximately $1.6million in interest expense associated with RockPile’s credit facility, (iii) approximately $9.0 million in interest related to the TUSA 6.75% Notes, (iv) approximately $4.9 million in accrued interest related to our Convertible Note,  and (v)approximately $0.2 million in interest expense related to our other debt, all net of approximately $3.4 million of capitalized interest. Approximately $5.7 million of interest expense and capitalized interest was paid in cash.

Income Taxes.  As noted above, we recorded a full valuation allowance against our net deferred tax assets in the first nine months of fiscal year 2016, and we recognized a benefit of $53.4 million compared to an expense of $39.7 million for the nine months ended October 31, 2014.

Liquidity and Capital Resources

Our liquidity is highly dependent on the prices we receive for the oil, natural gas and natural gas liquids we produce. Commodity prices are market driven and are historically volatile. Prices received for production heavily influence our revenue, cash flows, profitability, access to capital and future rate of growth. In addition, commodity prices received by exploration and production companies in the Williston Basin affect the level of drilling activity there, and therefore affect the demand for services provided by RockPile and/or Caliber.

In the first nine months of fiscal year 2016, our average realized price for oil was $45.31 per barrel, a decrease of 47% over the average realized price for the first nine months of fiscal year 2015. This reflected the dramatic decrease in the price of oil that occurred over the second half of fiscal year 2015 and has continued through the first nine months of fiscal year 2016. Future prices for oil will likely continue to fluctuate due to supply and demand factors, seasonality and other geopolitical and economic factors. We seek to manage the impact that volatility in commodity prices has on our liquidity by periodically hedging a portion of our oil production to mitigate our potential exposure to price declines and maintaining flexibility in our capital investment program.However, our commodity derivative contracts entered into prior to the aforementioned dramatic decrease in the price of oil expire by December 31, 2015.  Although we have entered into additional commodity derivative contracts for production in fiscal years 2017 and 2018, those contracts were entered into during the depressed commodity pricing environment, and we will be exposed to continued volatility in crude oil market prices, whether favorable or unfavorable.

As of October 31, 2015, we had cash of approximately $36.3 million consisting primarily of cash held in bank accounts, as compared to approximately $67.9 million at January 31, 2015. At October 31, 2015, we also had available borrowing capacity of $160.7 million under the TUSA credit facility and $95.9 million under the RockPile credit facility.

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As of October 31, 2015, we had approximately $814.5 million of debt outstanding, consisting of $189.3 million for the TUSA credit facility, $54.1 million for the RockPile credit facility,  $415.9 million for the TUSA 6.75% Notes, $141.0 million for the Convertible Note, and $14.2 million for other notes and mortgages.

Cash Flows

The following is a summary of our changes in cash and cash equivalents for the nine months ended October 31, 2014 and 2015:

	For the Nine Months Ended October 31,
(inthousands)	2014		2015
Net cash provided by operating activities	$	102,423	$	142,474
Net cash used in investing activities		(402,810)		(181,503)
Net cash provided by financing activities		271,873		7,408
Net increase (decrease) in cash and equivalents	$	(28,514)	$	(31,621)

Net Cash Provided by Operating Activities.  Cash flows provided by operating activities were $142.5 million for the nine months ended October 31, 2015, compared to $102.4 million for the nine months ended October 31, 2014. Cash flows from operating activities were unfavorably impacted in the nine months ended October 31, 2015 by lower realized oil prices and the competitive oilfield services pricing environment compared to the nine months ended October 31, 2014, offset by favorable changes in current assets and current liabilities in the nine months ended October 31, 2015.

Net Cash Used in Investing Activities.  During the nine months ended October 31, 2015, we used $181.5 million in cash in investing activities compared to $402.8 million during the nine months ended October 31, 2014. During the nine months ended October 31, 2015 and 2014, we used $182.2 million and $218.3 million, respectively, on oil and natural gas property expenditures and $0.8 million and $132.8 million, respectively, to acquire oil and natural gas properties. During the nine months ended October 31, 2015 and 2014, we also spent $7.3 million and $41.3 million, respectively, on purchases of oilfield services equipment and $4.7 million and $12.1 million, respectively, on other property and equipment, primarily facility construction and improvements. During the nine months ended October 31, 2015, we received net proceeds of $6.0 million from the sale of a salt water disposal well to Caliber and $7.5 million from the sale of equipment.

Net Cash Provided by Financing Activities.Cash flows provided by financing activities for the nine months ended October 31, 2015 totaled $7.4 million, as compared to $271.9 million for the nine months ended October 31, 2014. Our primary source of cash from financing activities during the nine months ended October 31, 2015 came from $19.2 million in net borrowings from our credit facilities. Our primary financing activities during the nine months ended October 31, 2014 included the issuance of $450.0 million of the TUSA 6.75% Notes and net repayments on our credit facilities of $119.9 million.

Capital Requirements Outlook

Our cash flows from operations for the first nine months of fiscal year 2016 were insufficient to cover our capital requirements, and we continued to rely on external financing activities. We believe that the lag time between initial investment and cash flows from such investment is typical of the oil and natural gas industry where upfront costs are significant and cash flows are delayed. This holds true across our businesses, including drilling and completion costs for TUSA and equipment costs for RockPile. While we are not obligated to fund any further equity commitment for Caliber, the lag time between investment in operations and cash flows is exacerbated in the midstream space where initial construction costs and project timelines are substantial. In a higher oil and natural gas pricing environment such as we experienced in recent years, we expect that our cash flows from operations would increase significantly as additional TUSA oil and natural gas wells commence production, RockPile’s oilfield services increase, and Caliber’s gathering and processing system becomes more fully utilized. However, we expect that current depressed oil and natural gas prices, which have temporarily deferred our drilling program and created a very challenging oilfield services market, will continue to limit our cash flows from operations in upcoming quarters.

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In response to the current oil and natural gas pricing environment, we have significantly reduced capital expenditures, and we may further adjust such expenditures as market dynamics warrant. While we work toward cash flow neutrality in fiscal year 2017, we will likely remain dependent on borrowings under our credit facilities and, to a lesser extent, potential additional financings to fund any difference between cash flows from operations and our capital expenditures budget and other contractual commitments. Although we expect that our operating cash flows and availability under our credit facilities will be largely sufficient for our capital requirements, any additional shortfall may be financed through additional debt or equity instruments. There can be no assurance that we will achieve our anticipated future cash flows from operations, that credit will be available when needed, or that we would be able to complete alternative transactions in the capital markets if needed.

We may continue to pursue significant acquisition opportunities, which may require additional financing. Our ability to obtain additional financing on commercially reasonable terms is dependent on a number of factors, many of which we cannot control, including changes in our credit rating, interest rates, market perceptions of us and the oil and natural gas industry, and tax burdens due to new tax laws.

If our existing and potential sources of liquidity are not sufficient to allow us to satisfy our commitments and to undertake our planned expenditures, particularly if commodity prices remain depressed for an extended period of time, we have the flexibility to further alter our development program or divest assets. Our operatorship of much of our acreage allows us the ability to adjust our drilling and completions schedules in response to changes in commodity prices or the oilfield services environment. Further, if we are not successful in achieving cash flow neutrality or obtaining sufficient funding on a timely basis on terms acceptable to us, we may be required to curtail our planned expenditures and/or restructure our operations, which may reduce anticipated future cash flows from operations.

Sources of Capital

Cash flows from operations.  Our produced volumes have increased significantly over the past three years as a result of the successful development of our operated properties. However, due to the current depressed oil and natural gas pricing environment, we have temporarily deferred our drilling program, and we plan to delay the completion of certain wells subject to a number of factors, including the price of oil and natural gas, development costs, and the availability of third party work for RockPile. Consequently, our production volume growth is expected to flatten or decrease throughout the remainder of fiscal year 2016, and the benefit we receive from our production will be less than it was in comparable periods of fiscal year 2015 due to lower realized prices. If oil and natural gas prices recover sufficiently during the remainder of fiscal year 2016, we may increase completion expenditures, which we expect would increase production volumes and cash flows from operations.

Cash flows from our oilfield services segment decreased significantly in the first nine months of fiscal year 2016 primarily due to efforts to remain competitive in the current oil and natural gas pricing environment by significantly reducing fees that RockPile charges to its customers. As a result of the margin compression on fees charged for services, as well as the likelihood for lower utilization of RockPile services by customers slowing the pace of their development operations, we anticipate that RockPile’s cash flows from operations throughout the remainder of fiscal year 2016 will be substantially lower than comparable periods in fiscal year 2015.

Credit facilities.As of October 31, 2015, our maximum credit available under the TUSA credit facility was $1.0 billion, subject to a borrowing base of $350.0 million. As of October 31, 2015, we had $160.7 million of borrowing capacity available. The borrowing base under the TUSA credit facility is subject to redetermination 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. TUSA’s borrowing base was reaffirmed at $350.0 million in the November 2015 redetermination. We anticipate that our borrowing base will be reduced in fiscal year 2017 if oil and natural gas prices do not rebound significantly.As of October 31, 2015, our maximum credit available under the RockPile credit facility was $150.0 million, and we had $95.9 million of borrowing capacity available. Notwithstanding a potential future borrowing base reduction under the TUSA credit facility, we expect that the borrowing capacity available under our credit facilities will be sufficient to finance any difference between our cash flows from operations and our anticipated capital expenditures, particularly as we drive toward cash flow neutrality in fiscal year 2017.

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As of October 31, 2015, RockPile was in compliance with all financial covenants under the RockPile credit facility. Although it is difficult to forecast future operations in this low commodity price environment, RockPile could breach its ratio of consolidated debt to EBITDA (as defined in the credit agreement) in future quarters.  If RockPile were to breach this covenant in a future period, RockPile has a cure right to obtain a cash capital contribution from Triangle or another investor approved by Triangle (“Equity Cure”) 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. 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.

Securities Offerings.Historically, we have financed our operations, property acquisitions and other capital investments in part from the proceeds of public and private offerings of our equity and debt securities. We may from time to time offer debt securities, common stock, preferred stock, warrants and other securities, or any combination of such securities, in amounts, at prices and on terms announced when and if the securities are offered. The specifics of any future public offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus or a prospectus supplement at the time of such offering.

Asset Sales.  In the past, our acquisition activities have significantly outpaced our asset sales, which have been generally limited to small, opportunistic divestitures or exchanges of leasehold interests. In the current depressed commodity pricing environment, we are strategically reviewing our assets to consider monetizing those that may garner attractive prices or are peripheral to our core businesses. Such assets include, but are not limited to, non-operated acreage, equity investments, equipment, and other real property interests. If commodity prices remain depressed for an extended period of time and we are unable to fund our operations from other sources of capital, we may be forced to sell portions of our operated core acreage or other assets at distressed prices.

Commodity Derivative Instruments

We utilize various derivative instruments in connection with anticipated crude oil sales to reduce the impact of product price fluctuations. Currently, we utilize costless collars and swaps. Current period settlements on commodity derivative instruments impact our liquidity, since we are either paying cash to, or receiving cash from, our counterparties. If actual commodity prices are higher than the fixed or ceiling prices in our derivative instruments, our cash flows will be lower than they would be if we had no derivative instruments. Conversely, if actual commodity prices are lower than the fixed or floor prices in our derivative instruments, our cash flows will be higher than if we had no derivative instruments.

Working Capital

As part of our cash management strategy, we periodically use available funds to reduce amounts borrowed under our credit facilities. However, due to certain restrictive covenants contained in our credit facilities regarding our ability to dividend or otherwise transfer funds from the borrower to Triangle, we seek to maintain sufficient liquidity at Triangle to manage foreseeable and unforeseeable consolidated cash requirements. Since our principal source of operating cash flows (proved reserves to be produced in later periods) is not considered working capital, we often have low or negative working capital. Our working capital was a  $22.3 million deficit as of October 31, 2015, as compared to $37.7 million of working capital at January 31, 2015.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk.  Our primary market risk is related to changes in oil prices. The market price of oil has been highly volatile and is likely to continue to be highly volatile in the future, which will impact our prospective revenues from the sale of products or properties. Currently, we utilize swaps and costless collars to reduce the effect of price changes on a portion of our future oil production. We do not enter into derivative instruments for trading purposes. For accounting purposes, we mark our derivatives to fair value and recognize the changes in fair value under the gain (loss) from derivative activities line on the consolidated statements of operations.

We use costless collars to establish floor and ceiling prices on our anticipated future oil production. We neither receive nor pay net premiums when we enter into these arrangements. These contracts are settled on a monthly basis. When the settlement price (the market price for oil or natural gas during the settlement period) for a period is above the ceiling price, we pay our counterparty. When the settlement price for a period is below the floor price, our counterparty is required to pay us.

The use of derivatives involves the risk that the counterparties to such instruments will be unable to meet the financial terms of such contracts. TUSA is currently a party to derivative contracts with six counterparties. The Company has a netting arrangement with each counterparty that provides for the offset of payables against receivables from separate derivative arrangements with the counterparty in the event of contract termination. Although the instruments are valued using indices published by established exchanges, the instruments are traded directly with the counterparty. The derivative contracts may be terminated by a non-defaulting party in the event of a default by one of the parties to the agreement.

The objective of the Company’s use of derivative financial instruments is to achieve more predictable cash flows in an environment of volatile oil prices and to manage its exposure to commodity price risk. While the use of these derivative instruments reduces the downside risk of adverse price movements, these instruments 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 forecasted 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’s commodity derivative contracts as of October 31, 2015 are summarized below:

				Weighted		Weighted		Weighted
	Contract		Quantity	Average		Average		Average
	Type	Basis (1)	(Bbl/d)	Put Strike		Call Strike		Price
November 1, 2015 to January 31, 2016	Collar	NYMEX	995	$	80.00	$	95.78		n/a
November 1, 2015 to January 31, 2016	Swap	NYMEX	1,995		n/a		n/a	$	60.19
February 1, 2016 to January 31, 2017	Swap	NYMEX	2,175		n/a		n/a	$	56.13
February 1, 2017 to January 31, 2018	Swap	NYMEX	2,745		n/a		n/a	$	53.36

(1) “NYMEX” refers to West Texas Intermediate crude oil prices at Cushing, Oklahoma as quoted on the New York Mercantile Exchange.

We have elected not to apply cash flow hedge accounting to any of our derivative transactions and we therefore recognize mark-to-market gains and losses in earnings currently, rather than deferring such amounts in accumulated other comprehensive income for those commodity derivatives that would qualify as cash flow hedges.

All derivative instruments are recorded on the balance sheet at fair value.  Fair value is generally determined based on the difference between the fixed contract price and the underlying market price at the determination date.  Changes in the fair value of derivatives are recorded in commodity derivative (gains) losses on the consolidated statements of operations.  As of October 31, 2015, the fair value of our commodity derivatives was a net asset of $8.3 million.  An assumed increase of 10% in the forward commodity prices used in the October31, 2015 valuation of our derivative instruments would result in a net derivative liability of approximately $1.3 million at October 31, 2015. Conversely, an assumed decrease of 10% in forward commodity prices would result in a net derivative asset of approximately $17.9 million at October 31, 2015.

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Interest Rate Risk.  As of October 31, 2015, we had $350.0 million of borrowing availability under the TUSA credit facility, of which $189.3 million was drawn at quarter-end. The credit facility bears interest at variable rates. Assuming we had the maximum amount outstanding at October 31, 2015 under the TUSA credit facility of $350.0 million, a 1.0% increase in interest rates would result in additional annualized interest expense of $3.5 million.

As of October 31, 2015, RockPile had an aggregate of $150.0 million available for borrowing under its credit facility of which approximately $54.1 million of principal was outstanding as of such date. The credit facility bears interest at variable rates. Assuming RockPile had the maximum amount outstanding at October 31, 2015 under the credit facility of $150.0 million, a 1.0% interest rate increase would result in additional annualized interest expense of approximately $1.5 million.

The TUSA 6.75% Notes and the Convertible Note bear interest at fixed rates.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of Jonathan Samuels, our President and Chief Executive Officer, and Justin Bliffen, our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of October31, 2015. Based on the evaluation, those officers believe that:

· our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms; and

· our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial reporting that occurred during the quarterly period ended October 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 1A.  Risk Factors.

There have been no material changes to the risk factors set forth in our Fiscal 2015 Form 10-K. Those risks, in addition to the other information set forth in this Quarterly Report on Form 10-Q and in our other filings with the SEC, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we deem to be immaterial could also materially adversely affect our business, financial condition or results of operations.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

The following table summarizes our purchases of shares of our common stock during the fiscal quarter ended October 31, 2015:

						Maximum number
					Total number of	of shares that may
	Total Number		Average		shares purchased	yet be purchased
	of Shares		Price Paid		as part of publicly	under the plans
	Purchased		Per Share		announced plans (2)	at month end
August 1, 2015 to August 31, 2015	8,647		$	3.56	—	5,374,890	(3)
September 1, 2015 to September 30, 2015	54,747			2.97	—	5,591,645	(4)
October 1, 2015 to October 31, 2015	11,204			1.50	—	5,591,645
	74,598	(1)	$	2.82	—

(1) Shares of common stock surrendered by certain employees to the Company in satisfaction of their tax liability upon the vesting of their restricted stock units. The number of shares of common stock actually issued to such employees upon the vesting of their restricted stock units was net of the shares surrendered in satisfaction of their tax liability. The withheld shares are not issued or considered common stock repurchased under the repurchase program described below.

(2) As reported in Current Reports on Form 8-K filed with the SEC on September 11, 2014 and October 17, 2014, the Company’s Board of Directors 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”). Shares of common stock repurchased under the program 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 may be executed using open market purchases pursuant to Rule 10b-18 under the Exchange Act, pursuant to a Rule 10b5-1 plan, in privately negotiated agreements, or other transactions. The repurchase program has no expiration date and may be suspended or discontinued at any time without prior notice. As of October 31, 2015, an aggregate of 11,431,744 shares of the Company’s common stock have been repurchased under the program.

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(3) Includes the number of shares of common stock remaining available for repurchase pursuant to Tranche 2, plus the number of shares of common stock available for repurchase pursuant to Tranche 3 based on the paid-in-kind interest accrued on the Convertible Note as of September 30, 2015. All shares of common stock authorized for repurchase under Tranche 1 have been exhausted.

(4) Includes an additional 216,755 shares of common stock potentially issuable pursuant to the paid-in-kind interest added to the principal balance of the Convertible Note on September 30, 2015.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

Not Applicable.

Item 5.  Other Information.

On August 1, 2015, new legislation took effect in the State of Delaware that expressly authorizes a Delaware corporation to adopt bylaws that provide that the sole and exclusive forum for certain legal actions involving such corporation will be courts located within Delaware. On December 2, 2015, the Board of Directors of the Company, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, approved an amendment and restatement of the Company’s Bylaws, which became effective immediately, to update the Company’s Bylaws to specify certain Delaware courts as the exclusive forum for certain legal actions (the “Forum Provisions”). With the exception of the Forum Provisions set forth in Article X, and corresponding changes to the Table of Contents, no other changes were made to the existing Bylaws.

The Company believes the Forum Provisions can greatly reduce the costs, complexities and inefficiencies associated with litigating certain types of legal actions in multiple jurisdictions. Moreover, acknowledging their expertise in adjudicating Delaware law, Delaware courts should provide greater consistency in litigation outcomes to the benefit of all the Company’s stockholders.  At the same time, the Company believes that maintaining the ability to consent to an alternative forum on a case-by-case basis offers flexibility to meet the best interest of its stockholders.

The description of the amendment and restatement of the Company’s Bylaws is qualified in its entirety by reference to the text of the Bylaws, as amended, attached hereto as Exhibit 3.3 and incorporated herein by reference.

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Item 6. Exhibits

3.1	Certificate of Incorporation of Triangle Petroleum Corporation, filed as Exhibit 3.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2014 and incorporated herein by reference.
3.2	Certificate of Amendment to the Certificate of Incorporation of Triangle Petroleum Corporation, filed as Exhibit 3.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2014 and incorporated herein by reference.
3.3*	Amended and Restated Bylaws of Triangle Petroleum Corporation.
31.1*	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRIANGLE PETROLEUM CORPORATION
Date:  December 8,  2015	By:	/s/ JONATHAN SAMUELS
	Jonathan Samuels
	President and Chief Executive Officer

USTIN,  2015
Date:  December 8,  2015	By:	/s/ JUSTIN BLIFFEN
	Justin Bliffen
	Chief Financial Officer

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EX-3.3

Exhibit 3.3

BYLAWS

OF

TRIANGLE PETROLEUM CORPORATION

A Delaware Corporation

(Amended and Restated  Effective as of December 2, 2015)

TABLE OF CONTENTS
		Page
ARTICLE I
OFFICES
Section 1.	Registered Office.	1
Section 2.	Other Offices.	1
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1.	Place of Meetings.	1
Section 2.	Annual Meetings.	1
Section 3.	Special Meetings.	1
Section 4.	Notice.	1
Section 5.	Adjournments.	2
Section 6.	Quorum.	2
Section 7.	Voting.	2
Section 8.	Proxies.	2
Section 9.	Consent of Stockholders in Lieu of Meeting.	3
Section 10.	List of Stockholders Entitled to Vote.	4
Section 11.	Record Date.	4
Section 12.	Stock Ledger.	5
Section 13.	Conduct of Meetings.	5
Section 14.	Inspectors of Election.	6
Section 15.	Nature of Business at Meetings of Stockholders.	6
Section 16.	Nomination of Directors.	8
ARTICLE III
DIRECTORS
Section 1.	Number and Election of Directors.	10
Section 2.	Vacancies.	10
Section 3.	Duties and Powers.	11
Section 4.	Meetings.	11
Section 5.	Organization.	11
Section 6.	Resignations and Removals of Directors.	11
Section 7.	Quorum.	12
Section 8.	Actions of the Board of Directors by Written Consent.	12
Section 9.	Meetings by Means of Conference Telephone.	12
Section 10.	Committees.	12
Section 11.	Compensation.	13
Section 12.	Interested Directors.	13

ARTICLE IV
OFFICERS
Section 1.	General.	13
Section 2.	Election, Qualification and Term of Office.	13
Section 3.	Voting Securities Owned by the Corporation.	14
Section 4.	Removal.	14
Section 5.	Resignation.	14
Section 6.	Vacancies.	14
Section 7.	Powers and Duties.	14
Section 8.	Salaries.	14
Section 9.	Other Officers.	14
ARTICLE V
STOCK
Section 1.	Shares of Stock.	14
Section 2.	Signatures.	15
Section 3.	Lost Certificates.	15
Section 4.	Transfers.	15
Section 5.	Dividend Record Date.	15
Section 6.	Record Owners.	16
Section 7.	Transfer and Registry Agents.	16
ARTICLE VI
NOTICES
Section 1.	Notices.	16
Section 2.	Waivers of Notice.	16
ARTICLE VII
GENERAL PROVISIONS
Section 1.	Dividends.	17
Section 2.	Disbursements.	17
Section 3.	Fiscal Year.	17
Section 4.	Corporate Seal.	17
ARTICLE VIII
INDEMNIFICATION
Section 1.	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation.	17
Section 2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation.	18
Section 3.	Authorization of Indemnification.	18

Section 4.	Good Faith Defined.	19
Section 5.	Indemnification by a Court.	19
Section 6.	Expenses Payable in Advance.	19
Section 7.	Nonexclusivity of Indemnification and Advancement of Expenses.	19
Section 8.	Insurance.	20
Section 9.	Certain Definitions.	20
Section 10.	Survival of Indemnification and Advancement of Expenses.	20
Section 11.	Limitation on Indemnification.	20
Section 12.	Indemnification of Employees and Agents.	21
ARTICLE IX
AMENDMENTS
Section 1.	Amendments.	21
Section 2.	Entire Board of Directors.	21
ARTICLE X
FORUM FOR ADJUDICATION OF CERTAIN DISPUTES
Section 1.	Forum.	21
Section 2.	Personal Jurisdiction and Service of Process.	21
Section 3.	Notice.	22
Section 4.	Enforceability.	22

BYLAWS
OF
TRIANGLE PETROLEUM CORPORATION
(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1.     Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle,State of Delaware or at such other place within Delaware as the board of directors of the Corporation (the “Board of Directors”) may from time to time determine.

Section 2.     Other Offices. The Corporation may also have offices at such other places, both within and without the State ofDelaware, as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.     Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held atsuch time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication in the manner authorized by the General Corporation Law of the State of Delaware (the “DGCL”).

Section 2.     Annual Meetings. The Annual Meeting of Stockholders for the election of directors shall be held on such date and atsuch time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 3.     Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amendedfrom time to time (the “Certificate of Incorporation”), Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, (ii) the President, (iii) the Secretary or (iv) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of (i) the Board of Directors or (ii) a committee of the Board of Directors that has been duly designated by the Board of Directors and whose powers and authority include the power to call such meetings. Such request shall state the purpose or purposes of the proposed meeting. At a Special Meeting of Stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).

Section 4.     Notice. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meetingshall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting,

1

and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.

Section 5.     Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or someother place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 4 hereof shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

Section 6.     Quorum. Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of one-third (1/3) ofthe Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 5 hereof, until a quorum shall be present or represented.

Section 7.     Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, or permitted by the rules ofany stock exchange on which the Corporation’s shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented at the meeting and entitled to vote on such question, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 11(a) of this Article II, each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 8 of this Article II. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 8.     Proxies. Each stockholder entitled to vote at a meeting of the stockholders or to express consent or dissent to corporateaction in writing without a meeting may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

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(a) A stockholder may execute a writing authorizing another person or persons to act for such stockholder asproxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(b) A stockholder may authorize another person or persons to act for such stockholder as proxy bytransmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 9.     Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any actionrequired or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of all of the outstanding capital stock of the Corporation entitled to vote on such action and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 9 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section 9, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (i) that the telegram, cablegram or other

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electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above in this Section 9.

Section 10.     List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of theCorporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or, if not so specified, at the place where the meeting is to be held or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 11.     Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which

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record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 12.     Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled toexamine the stock ledger, the list required by Section 10 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 13.     Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of anymeeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v)

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restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

Section 14.     Inspectors of Election. In advance of any meeting of the stockholders, the Board of Directors, by resolution, theChairman, or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

Section 15.     Nature of Business at Meetings of Stockholders. Only such business (other than nominations for election to the Boardof Directors, which must comply with the provisions of Section 16 of this Article II) may be transacted at an Annual Meeting of Stockholders as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (c) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 15 of this Article II and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 15 of this Article II.

In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

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To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before the Annual Meeting, a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, and (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection with the proposal of such business and any material interest of such person or any affiliates or associates of such person, in such business, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting; and (v) any other information relating to such person that would be required to be disclosed in a Proxy Statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the Annual Meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

A stockholder providing notice of business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 15 of this Article II shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of the Annual Meeting.

No business shall be conducted at the Annual Meeting of Stockholders except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 15 of this Article II; provided, however, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 15 of this Article II shall be deemed to preclude discussion by any stockholder of any such business. If the chairman

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of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Nothing contained in this Section 15 of this Article II shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s Proxy Statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 16.     Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligiblefor election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock, if any, of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 16 of this Article II and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting or Special Meeting and (ii) who complies with the notice procedures set forth in this Section 16 of this Article II.

In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation (a) in the case of an Annual Meeting, not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting of Stockholders; provided, however, that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and (b) in the case of a Special Meeting of Stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) (A) the class or series and

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number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; and (iv) any other information relating to such person that would be required to be disclosed in a Proxy Statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made, (i) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee or any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, and any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person; (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special Meeting to nominate the persons named in its notice; and (v) any other information relating to such person that would be required to be disclosed in a Proxy Statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and

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the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

A stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 16 of this Article II shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting or Special Meeting.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 16 of this Article II. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

ARTICLE III

DIRECTORS

Section 1.     Number and Election of Directors. The Board of Directors shall consist of not less than three nor more than fifteenmembers, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this Article III, a nominee for director shall be elected to the Board of Directors if the votes cast for such nominee's election exceed the votes cast against such nominee's election; provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which the Secretary of the Corporation determines that the number of nominees exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting. Each director so elected shall hold office until the next Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Directors need not be stockholders.

Section 2.     Vacancies. Unless otherwise required by law or the Certificate of Incorporation, vacancies on the Board of Directors orany committee thereof arising through death, resignation, removal, an increase in the number of directors constituting the Board of Directors or such committee or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall, in the case of the Board of Directors, hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal and, in the case of any committee of the Board of Directors, shall hold office until their successors are duly appointed by the Board of Directors or until their earlier death, resignation or removal.

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Section 3.     Duties and Powers.The business and affairs of the Corporation shall be managed by or under the direction of the Boardof Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.

Section 4.     Meetings. The Board of Directors and any committee thereof may hold meetings, both regular and special, either within orwithout the State of Delaware. Regular meetings of the Board of Directors or any committee thereof may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors or such committee, respectively. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President or the Chief Executive Officer. Special meetings of any committee of the Board of Directors may be called by the chairman of such committee, if there be one, the President, the Chief Executive Officer, or any director serving on such committee. Notice thereof stating the place, date and hour of the meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or electronic means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5.     Organization. At each meeting of the Board of Directors or any committee thereof, the Chairman of the Board of Directorsor the chairman of such committee, as the case may be, or, in his or her absence or if there be none, a director chosen by a majority of the directors present, shall act as chairman. Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors and of each committee thereof. In case the Secretary shall be absent from any meeting of the Board of Directors or of any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting. Notwithstanding the foregoing, the members of each committee of the Board of Directors may appoint any person to act as secretary of any meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.

Section 6.     Resignations and Removals of Directors. Any director of the Corporation may resign from the Board of Directors or anycommittee thereof at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board of Directors, if there be one, the President or the Secretary of the Corporation and, in the case of a committee, to the chairman of such committee, if there be one. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, if any, any director or the entire Board of Directors may be removed from office at any time by the affirmative vote of the holders of at least two-thirds (2/3) in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors. Any director serving on a committee of the Board of Directors may be removed from such committee at any time by the Board of Directors.

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Section 7.     Quorum. Except as otherwise required by law, the Certificate of Incorporation or the rules and regulations of anysecurities exchange or quotation system on which the Corporation’s securities are listed or quoted for trading, at all meetings of the Board of Directors or any committee thereof, one-third (1/3) of the entire Board of Directors or one-third (1/3) of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as applicable. If a quorum shall not be present at any meeting of the Board of Directors or any committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 8.     Actions of the Board of Directors by Written Consent. Unless otherwise provided in the Certificate of Incorporation orthese Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 9.     Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation or theseBylaws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting.

Section 10.     Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more ofthe directors of the Corporation. Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. Subject to the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors

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when required. Notwithstanding anything to the contrary contained in this Article III, the resolution of the Board of Directors establishing any committee of the Board of Directors and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these Bylaws and, to the extent that there is any inconsistency between these Bylaws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

Section 11.     Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directorsand may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary for service as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for service as committee members.

Section 12.     Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, orbetween the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 1.     General. The officers of the Corporation shall consist of a Chief Executive Officer, President, Chief Financial Officer and aSecretary, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. All officers must be natural persons and any natural person may hold two or more offices.

Section 2.     Election, Qualification and Term of Office. Each of the officers shall be elected by the Board of Directors. None of saidofficers need be a director. Except as hereinafter provided, each of said officers shall hold office from the date of his/her election until

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the next annual meeting of the Board of Directors and until his/her successor shall have been duly elected and qualified or until his or her removal or resignation.

Section 3.     Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents andother instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.     Removal. The Board of Directors shall have the right to remove, with or without cause, any officer whenever in itsjudgment the best interests of the Corporation will be served thereby.

Section 5.     Resignation. Any officer may resign at any time by giving notice to the Board of Directors, the President or the Secretary.Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.     Vacancies. The Board of Directors shall fill any office which becomes vacant with a successor who shall hold office forthe unexpired term and until his/her successor shall have been duly elected and qualified or until his/her removal or resignation.

Section 7.     Powers and Duties. The powers and duties of the respective corporate officers shall be determined by the Board ofDirectors.

Section 8.     Salaries. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 9.     Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powersas from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1.     Shares of Stock. The shares of capital stock of the Corporation shall be represented by a certificate, unless and until theBoard of Directors adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be

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entitled to have a certificate for shares of capital stock of the Corporation signed by, or in the name of the Corporation by, (a) the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Executive Vice President, and (b) the Chief Financial Officer, the Secretary or an Assistant Secretary, certifying the number of shares owned by such stockholder in the Corporation.

Section 2.     Signatures.Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrarwho has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3.     Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretoforeissued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to identify the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 4.     Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws.Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5.     Dividend Record Date. In order that the Corporation may determine the stockholders entitled to receive payment of anydividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to

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such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6.     Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books asthe owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 7.     Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agenciesand registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.

ARTICLE VI

NOTICES

Section 1.     Notices. Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to anydirector, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under applicable law, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission if consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed to be revoked if (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or Assistant Secretary, if any, of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by electronic transmission, as described above, shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder. Notice to directors or committee members may be given personally or by telegram, telex, cable or by means of electronic transmission.

Section 2.     Waivers of Notice. Whenever any notice is required by applicable law, the Certificate of Incorporation or these Bylaws, tobe given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or a waiver by electronic transmission by the person or persons entitled to notice, whether

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before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting of Stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these Bylaws.

ARTICLE VII

GENERAL PROVISIONS

Section 1.     Dividends. Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and theprovisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with Section 8 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2.     Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officersor such other person or persons as the Board of Directors may from time to time designate.

Section 3.     Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4.     Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organizationand the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1.     Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject toSection 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director,

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officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 2.     Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of thisArticle VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3.     Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made bythe Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

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Section 4.     Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed tohave acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

Section 5.     Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of thisArticle VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6.     Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or officer in defending anycivil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 7.     Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expensesprovided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the

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persons specified in Section 1 and Section 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

Section 8.     Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director orofficer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 9.     Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to theresulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10.     Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses providedby, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11.     Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except forproceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be

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obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.

Section 12.     Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Boardof Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

AMENDMENTS

Section 1.     Amendments. These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted bythe stockholders or by the Board of Directors; provided, however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting of the stockholders or Board of Directors, as the case may be. All such amendments must be approved by either the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of shares entitled to vote in connection with the election of directors of the Corporation or by a majority of the entire Board of Directors then in office.

Section 2.     Entire Board of Directors. As used in this Article IX and in these Bylaws generally, the term “entire Board of Directors”means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE X

FORUM FOR ADJUDICATION OF CERTAIN DISPUTES

Section 1.     Forum.Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for any stockholder (including any beneficial owner, within the meaning of Section 13(d) of the Exchange Act) to bring (a) any derivative action or proceeding on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL or the Certificate of Incorporation or Bylaws, in each case as amended from time to time, (d) any action asserting a claim governed by the internal affairs doctrine, or (e) any other action asserting an internal corporate claim, as defined in Section 115 of the DGCL, shall be the Court of Chancery in the State of Delaware (the “Court of Chancery”) (or, if theCourt of Chancery does nothave jurisdiction, the federal district court for the District of Delaware); in all cases subject to the court having personal jurisdiction over the indispensable parties named asdefendants.

Section 2.     Personal Jurisdiction and Service of Process.If any action, the subject matter of which is within the scope of Section 1 of Article X of these Bylaws, is filed in a court other than theCourt of Chancery (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) (a “Foreign Action”) in the name of any

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stockholder (including any beneficial owner, within the meaning of Section 13(d) of the Exchange Act), such stockholder shall be deemed to have consented to (a) the personal jurisdiction of the Court of Chancery and the federal district court for the District of Delaware in connection with any action brought in any such court to enforce Section 1 of Article X of these Bylaws, and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Section 3.     Notice. Any person (including any entity) purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X.

Section 4.     Enforceability. If any provision of this Article X shall be held to be invalid, illegal or unenforceable as applied to any person orentity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of suchprovision in any other circumstance and of the remaining provisions of this Article X (including, without limitation, each portion of any sentence of this Article X containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable), and the application of such provisions  to other persons or entities or circumstances, shall not in any way be affected or impaired thereby.

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Jonathan Samuels, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Triangle Petroleum Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:December  8, 2015

/s/ JONATHAN SAMUELS

Jonathan Samuels

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Justin Bliffen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Triangle Petroleum Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:December  8, 2015

/s/ JUSTIN BLIFFEN

Justin Bliffen

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jonathan Samuels, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Triangle Petroleum Corporation on Form 10-Q for the fiscal quarter ended October 31, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Triangle Petroleum Corporation.

Date: December  8, 2015	By:	/s/JONATHAN SAMUELS
	Name:	Jonathan Samuels
	Title:	President and Chief Executive Officer

I, Justin Bliffen, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Triangle Petroleum Corporation on Form 10-Q for the fiscal quarter ended October 31, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Triangle Petroleum Corporation.

Ju
Date: December  8, 2015	By:	/s/ JUSTIN BLIFFEN
	Name:	Justin Bliffen
	Title:	Chief Financial Officer

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Long-term Debt - TUSA 6.75% Note - (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Oct. 31, 2015	Oct. 31, 2015	Jan. 31, 2015	Jul. 18, 2014
Debt Instrument [Line Items]
Gain (loss) on extinguishment of debt	$ 4,175	$ 5,331
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%	6.75%
Offering costs		$ 10,500
Face value of notes repurchased	$ 13,600	13,600	$ 20,500
Repurchased amount	$ 8,300	8,300	13,900
Gain (loss) on extinguishment of debt		$ 5,300	$ 6,600
TUSA 6.75% Notes [Member] | Redemption prior to October 15, 2017 [Member]
Debt Instrument [Line Items]
Redemption price, percentage		100.00%
Redemption price, percentage of principal amount redeemed		35.00%
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 October 15, 2017 [Member]
Debt Instrument [Line Items]
Redemption price, percentage		105.00%
TUSA 6.75% Notes [Member] | Redemption after October 15, 2018 [Member]
Debt Instrument [Line Items]
Redemption price, percentage		103.00%
TUSA 6.75% Notes [Member] | Redemption after October 15, 2019 [Member]
Debt Instrument [Line Items]
Redemption price, percentage		102.00%
TUSA 6.75% Notes [Member] | Redemption after October 15, 2020 [Member]
Debt Instrument [Line Items]
Redemption price, percentage		100.00%

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Fair Value Measurements - Assets and liabilities table - (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Oct. 31, 2015	Jan. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity derivative Liabilities	$ (470)
Rockpile earn-out liability	(1,257)	$ (1,825)
Equity Investment Derivative [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	3,900	504
Crude Oil Derivative Contract [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	8,792	54,775
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Commodity derivative Liabilities	(470)
Rockpile earn-out liability	(1,257)	(1,825)
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	8,792	54,775
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	$ 3,900	$ 504

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Equity Investment And Equity Investment Derivatives - Equity investment activity summary (Details) $ in Thousands	9 Months Ended
	Oct. 31, 2015 USD ($)
Schedule of Equity Method Investments [Line Items]
Equity investment, Beginning balance	$ 64,411
Gain on Caliber capital transactions	2,880
Equity investment, Ending balance	73,389
Caliber Midstream Partners, L.P. [Member]
Schedule of Equity Method Investments [Line Items]
Equity investment, Beginning balance	64,411
Equity investment share of net income before intra-company profit eliminationsr	2,700
Change in fair value of warrants	3,398
Gain on Caliber capital transactions	2,880
Equity investment, Ending balance	73,389
Fair value of warrants	$ 3,900

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Equity Investment And Equity Investment Derivatives - Equity Investment - (Details) - USD ($)		9 Months Ended
	Feb. 02, 2015	Oct. 31, 2015	Jan. 31, 2015
Schedule of Equity Method Investments [Line Items]
Gain on Caliber capital transactions		$ 2,880,000
Caliber Midstream Partners, L.P. [Member]
Schedule of Equity Method Investments [Line Items]
Gain on Caliber capital transactions		2,880,000
Class A Units [Member] | Caliber Midstream Partners, L.P. [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investments, units held		7,000,000	$ 7,000,000
Class A Units [Member] | Caliber Midstream Partners, L.P. [Member] | FREIF Caliber Holdings [Member]
Schedule of Equity Method Investments [Line Items]
Capital contributions	$ 34,000,000
Equity method investments, Class A Units received	2,720,000
Equity method investments, units held		$ 17,720,000
Equity method ownership percentage		71.70%
Equity method investments, warrants received		906,667
Class A Units [Member] | Caliber Midstream Partners, L.P. [Member] | Triangle Caliber Holdings LLC [Member]
Schedule of Equity Method Investments [Line Items]
Capital contributions	$ 0
Equity method investments, units held		$ 7,000,000
Equity method ownership percentage		28.30%
Equity method investments, warrants received		3,626,667
Series 1 To 4 Warrants [Member] | Caliber Midstream Partners, L.P. [Member] | Triangle Caliber Holdings LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investments, warrants received		2,357,334
Series 6 Warrants [Member] | Caliber Midstream Partners, L.P. [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investments, units held		$ 1,269,333
Strike price		$ 12.50
Series 6 Warrants [Member] | Caliber Midstream Partners, L.P. [Member] | Triangle Caliber Holdings LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investments, warrants received		1,269,333
Strike price		$ 12.50

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Summary of Significant Accounting Policies - Earnings per Share- (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Oct. 31, 2014	Oct. 31, 2015	Oct. 31, 2014
Earnings Per Share, Diluted, Other Disclosures [Abstract]
Weighted Average Number Diluted Shares Outstanding Adjustment		17,712		17,652
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	10,819	6,740	10,819	6,776
Earnings Per Share Reconciliation [Abstract]
Net income	$ (286,999)	$ 25,398	$ (660,544)	$ 54,492
Effect of 5% Convertible Note conversion		919		2,852
Net income (loss) attributable to common shareholders after effect of debt conversion	$ (286,999)	$ 26,317	$ (660,544)	$ 57,344
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Basic weighted average common shares outstanding	75,588	85,242	75,419	85,769
Effect of dilutive securities		17,712		17,652
Diluted weighted average common shares outstanding	75,588	102,954	75,419	103,421
Basic net income (loss) per share	$ (3.80)	$ 0.30	$ (8.76)	$ 0.64
Diluted net income (loss) per share	$ (3.80)	$ 0.26	$ (8.76)	$ 0.55
Anitdilutive securities excluded from calculation of diluted net income	10,819	6,740	10,819	6,776

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Supplemental Disclosures Of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Oct. 31, 2014	Oct. 31, 2015	Oct. 31, 2014
Supplemental Disclosures of Cash Flow Information [Abstract]
Interest expense			$ 17,222	$ 5,672
Income taxes				550
Increase (decrease) in accounts payable and accrued liabilities			(47,554)	103,415
Capitalized stock-based compensation	$ 573	$ 244	1,282	893
Change in asset retirement obligations			$ 425	$ 1,519

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Equity Investment And Equity Investment Derivatives (Tables)

9 Months Ended

Oct. 31, 2015

Equity Investment [Abstract]

Schedule Of Equity Investment In Caliber

	Expiration		Strike Price at		As of	As of
	Date		October 31, 2015		January 31, 2015	October 31, 2015
Class A Units		—	$	—	7,000,000	7,000,000
Series 1 Warrants		October 1, 2024	$	12.78	5,600,000	6,615,467
Series 2 Warrants		October 1, 2024	$	22.09	2,400,000	2,835,200
Series 3 Warrants		September 12, 2025	$	22.09	3,000,000	3,544,000
Series 4 Warrants		September 12, 2025	$	28.09	2,000,000	2,362,667
Series 6 Warrants		February 2, 2018	$	12.50	—	1,269,333

Summary of activities related to company's equity investment

	For the Nine Months Ended
(in thousands)	October 31, 2015
Balance at January 31, 2015	$	64,411
Capital contributions		—
Distributions		—
Equity investment share of net income before intra-company profit eliminations		2,700
Change in fair value of warrants		3,398
Gain on Caliber capital transactions		2,880
Balance at October 31, 2015	$	73,389
Fair value of warrants at October 31, 2015	$	3,900

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Share-Based Compensation (Details) - USD ($) $ in Thousands, shares in Millions	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Oct. 31, 2014	Oct. 31, 2015	Oct. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense before capitalized amount	$ 8,339	$ 2,071	$ 15,182	$ 6,535
Less amounts capitalized to oil and natural gas properties	(573)	(244)	(1,282)	(893)
Stock-based compensation, net	$ 7,766	1,827	$ 13,900	5,642
Series B Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum shares reserved under Plan	6.0		6.0
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum shares reserved under Plan	6.0		6.0
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense before capitalized amount	$ 4,078	1,298	$ 8,741	4,572
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense before capitalized amount	4,144	627	6,189	1,600
RockPile Stock Based Compensation Related to Series [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense before capitalized amount	$ 117	$ 146	$ 252	$ 363

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Hedging And Commodity Derivative Financial Instruments - Notional - (Details) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2015 USD ($) bbl / item $ / bbl	Oct. 31, 2015 USD ($) bbl / item $ / bbl	Oct. 31, 2014 USD ($)	Oct. 31, 2015 USD ($) bbl / item $ / bbl	Oct. 31, 2014 USD ($)
Derivative [Line Items]
Quantity, (bbls)	2,000
Notional Disclosures [Abstract]
Realized commodity derivative gains (losses) | $	$ 9,300	$ 27,857	$ 688	$ 64,341	$ (3,084)
Notional amount per day (in Bbl)	2,000
Average fixed price | $ / bbl	60.34
Fiscal 2016 Collar [Member]
Derivative [Line Items]
End date				November 1, 2015 to January 31, 2016
Contract type				Collar
Basis				NYMEX
Quantity, (bbls)		995		995
Put strike price | $ / bbl		80.00		80.00
Call strike price | $ / bbl		95.78		95.78
Notional Disclosures [Abstract]
Notional amount per day (in Bbl)		995		995
Fiscal 2016 Swap [Member]
Derivative [Line Items]
End date				November 1, 2015 to January 31, 2016
Contract type				Swap
Basis				NYMEX
Quantity, (bbls)		1,995		1,995
Weighted average price | $ / bbl		60.19		60.19
Notional Disclosures [Abstract]
Notional amount per day (in Bbl)		1,995		1,995
Fiscal 2017 Swap [Member]
Derivative [Line Items]
End date				February 1, 2016 to January 31, 2017
Contract type				Swap
Basis				NYMEX
Quantity, (bbls)		2,175		2,175
Weighted average price | $ / bbl		56.13		56.13
Notional Disclosures [Abstract]
Notional amount per day (in Bbl)		2,175		2,175
Fiscal 2018 Swap [Member]
Derivative [Line Items]
End date				February 1, 2017 to January 31, 2018
Contract type				Swap
Basis				NYMEX
Quantity, (bbls)		2,745		2,745
Weighted average price | $ / bbl		53.36		53.36
Notional Disclosures [Abstract]
Notional amount per day (in Bbl)		2,745		2,745

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Long-term Debt - TUSA credit facility - (Details) - USD ($) $ in Millions	9 Months Ended
	Oct. 31, 2015	Apr. 30, 2015	Nov. 25, 2014	Apr. 30, 2014
Line of Credit Facility [Line Items]
Credit agreement borrowing base	$ 350.0	$ 350.0		$ 435.0
TUSA [Member]
Line of Credit Facility [Line Items]
Credit facility, maximum borrowing capacity			$ 1,000.0
Letter of credit sublimit			$ 15.0
Percentage of Oil and Gas Interests Used For Collateral	80.00%
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%

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Share-Based Compensation - Stock options - (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Oct. 31, 2015 USD ($) $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options forfeited	0
Employee Stock Option [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options granted	0
Options exercised	0
Outstanding options	6,700,000
Number of shares exercisable	1,433,310
Weighted average exercise price per share | $ / shares	$ 11.54
Weighted average remaining contractual life (years)	7 years 7 months 2 days
Weighted average exercise price per share (exercisable) | $ / shares	$ 11.70
Weighted average remaining contractual life (years) (exercisable)	7 years 6 months 18 days
Unrecognized compensation cost related to awards | $	$ 12.4
Unrecognized compensation, recognition period	2 years 7 months 6 days
Employee Stock Option [Member] | $7.50 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price per share | $ / shares	$ 7.50
Remaining contractual life	7 years 8 months 5 days
Outstanding options	750,000
Number of shares exercisable	150,000
Employee Stock Option [Member] | $8.50 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price per share | $ / shares	$ 8.50
Remaining contractual life	7 years 8 months 5 days
Outstanding options	750,000
Number of shares exercisable	150,000
Employee Stock Option [Member] | $10.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price per share | $ / shares	$ 10.00
Remaining contractual life	7 years 8 months 5 days
Outstanding options	1,500,000
Number of shares exercisable	300,000
Employee Stock Option [Member] | $12.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price per share | $ / shares	$ 12.00
Remaining contractual life	7 years 8 months 5 days
Outstanding options	1,500,000
Number of shares exercisable	300,000
Employee Stock Option [Member] | $15.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price per share | $ / shares	$ 15.00
Remaining contractual life	7 years 8 months 5 days
Outstanding options	1,500,000
Number of shares exercisable	300,000
Employee Stock Option [Member] | $12.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price per share | $ / shares	$ 12.00
Remaining contractual life	5 years 10 months 10 days
Outstanding options	233,333
Number of shares exercisable	77,770
Employee Stock Option [Member] | $14.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price per share | $ / shares	$ 14.00
Remaining contractual life	5 years 10 months 10 days
Outstanding options	233,333
Number of shares exercisable	77,770
Employee Stock Option [Member] | $16.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price per share | $ / shares	$ 16.00
Remaining contractual life	8 years 10 months 13 days
Outstanding options	233,334
Number of shares exercisable	77,770

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Equity Investment And Equity Investment Derivatives - Equity investment holdings summary - (Details) - Caliber Midstream Partners, L.P. [Member] - USD ($)	Oct. 31, 2015	Jan. 31, 2015
Class A Units [Member]
Schedule of Equity Method Investments [Line Items]
Warrants held	$ 7,000,000	$ 7,000,000
Series 1 Warrants [Member]
Schedule of Equity Method Investments [Line Items]
Strike price	$ 12.78
Warrants held	$ 6,615,467	5,600,000
Series 2 Warrants [Member]
Schedule of Equity Method Investments [Line Items]
Strike price	$ 22.09
Warrants held	$ 2,835,200	2,400,000
Series 3 Warrants [Member]
Schedule of Equity Method Investments [Line Items]
Strike price	$ 22.09
Warrants held	$ 3,544,000	3,000,000
Series 4 Warrants [Member]
Schedule of Equity Method Investments [Line Items]
Strike price	$ 28.09
Warrants held	$ 2,362,667	$ 2,000,000
Series 6 Warrants [Member]
Schedule of Equity Method Investments [Line Items]
Strike price	$ 12.50
Warrants held	$ 1,269,333

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Segment Reporting

9 Months Ended

Oct. 31, 2015

Segment Reporting [Abstract]

Segment Reporting

3.  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 October 31, 2015 and 2014.

	For the Three Months Ended October 31, 2015
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	42,871	$	—	$	—	$	—	$	42,871
Oilfield services for third parties		—		21,922		—		351		22,273
Intersegment revenues		—		3,881		—		(3,881)		—
Total revenues		42,871		25,803		—		(3,530)		65,144
Expenses:
Lease operating and production taxes		14,187		—		—		—		14,187
Gathering, transportation and processing		6,537		—		—		—		6,537
Depreciation and amortization		21,394		6,797		420		(215)		28,396
Impairment of oil and natural gas properties		261,000		—		—		—		261,000
Accretion of asset retirement obligations		75		—		—		—		75
Oilfield services		—		24,664		—		(2,964)		21,700
General and administrative, net of amounts capitalized:
Salaries and benefits		450		4,138		2,338		—		6,926
Share-based compensation		390		117		7,259		—		7,766
Other general and administrative		405		1,198		2,139		—		3,742
Total operating expenses		304,438		36,914		12,156		(3,179)		350,329
Income (loss) from operations		(261,567)		(11,111)		(12,156)		(351)		(285,185)
Other income (expense)		2,991		(2,062)		(2,298)		(445)		(1,814)
Income (loss) before income taxes	$	(258,576)	$	(13,173)	$	(14,454)	$	(796)	$	(286,999)

	For the Three Months Ended October 31, 2014
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	80,139	$	—	$	—	$	—	$	80,139
Oilfield services for third parties		—		96,810		—		(2,753)		94,057
Intersegment revenues		—		46,665		—		(46,665)		—
Total revenues		80,139		143,475		—		(49,418)		174,196
Expenses:
Lease operating and production taxes		15,954		—		—		—		15,954
Gathering, transportation and processing		4,380		—		—		—		4,380
Depreciation and amortization		30,291		6,119		255		(4,194)		32,471
Accretion of asset retirement obligations		259		—		—		—		259
Oilfield services		—		102,710		—		(31,905)		70,805
General and administrative, net of amounts capitalized:
Salaries and benefits		1,264		3,836		2,625		—		7,725
Share-based compensation		94		146		1,587		—		1,827
Other general and administrative		2,966		3,207		1,068		—		7,241
Total operating expenses		55,208		116,018		5,535		(36,099)		140,662
Income (loss) from operations		24,931		27,457		(5,535)		(13,319)		33,534
Other income (expense)		12,126		(628)		594		(928)		11,164
Net income (loss) before income taxes	$	37,057	$	26,829	$	(4,941)	$	(14,247)	$	44,698

The following tables present selected financial information for our operating segments for the nine months ended October 31, 2015 and 2014.

	For the Nine Months Ended October 31, 2015
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	145,912	$	—	$	—	$	—	$	145,912
Oilfield services for third parties		—		147,842		—		(589)		147,253
Intersegment revenues		—		27,986		—		(27,986)		—
Total revenues		145,912		175,828		—		(28,575)		293,165
Expenses:
Lease operating and production taxes		46,701		—		—		—		46,701
Gathering, transportation and processing		19,526		—		—		—		19,526
Depreciation and amortization		75,220		25,004		1,152		(2,930)		98,446
Impairment of oil and natural gas properties		659,000		—		—		—		659,000
Accretion of asset retirement obligations		222		—		—		—		222
Oilfield services		—		151,603		—		(17,720)		133,883
General and administrative, net of amounts capitalized:
Salaries and benefits		1,375		12,907		8,636		—		22,918
Share-based compensation		1,086		252		12,562		—		13,900
Other general and administrative		1,161		4,029		5,874		—		11,064
Total operating expenses		804,291		193,795		28,224		(20,650)		1,005,660
Income (loss) from operations		(658,379)		(17,967)		(28,224)		(7,925)		(712,495)
Other income (expense)		279		(3,782)		3,504		(1,491)		(1,490)
Income (loss) before income taxes	$	(658,100)	$	(21,749)	$	(24,720)	$	(9,416)	$	(713,985)
As of October 31, 2015:
Net oil and natural gas properties	$	613,547	$	—	$	—	$	(84,198)	$	529,349
Oilfield services equipment, net	$	—	$	64,210	$	—	$	—	$	64,210
Other property and equipment, net	$	9,072	$	21,398	$	17,454	$	—	$	47,924
Total assets	$	718,582	$	93,333	$	123,075	$	(84,532)	$	850,458
Total liabilities	$	720,821	$	82,164	$	154,332	$	(334)	$	956,983

	For the Nine Months Ended October 31, 2014
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	221,479	$	—	$	—	$		$	221,479
Oilfield services for third parties		—		200,460		—		(5,972)		194,488
Intersegment revenues		—		106,502		—		(106,502)		—
Total revenues		221,479		306,962		—		(112,474)		415,967
Expenses:
Lease operating and production taxes		42,403		—		—		—		42,403
Gathering, transportation and processing		11,915		—		—		—		11,915
Depreciation and amortization		76,731		14,399		617		(11,282)		80,465
Accretion of asset retirement obligations		324		—		—		—		324
Oilfield services		—		215,288		—		(73,219)		142,069
General and administrative, net of amounts capitalized:
Salaries and benefits		4,065		9,496		6,958		—		20,519
Share-based compensation		832		363		4,447		—		5,642
Other general and administrative		7,385		7,895		2,844		—		18,124
Total operating expenses		143,655		247,441		14,866		(84,501)		321,461
Income (loss) from operations		77,824		59,521		(14,866)		(27,973)		94,506
Other income (expense)		1,292		(1,802)		2,340		(2,194)		(364)
Income (loss) before income taxes	$	79,116	$	57,719	$	(12,526)	$	(30,167)	$	94,142

Certain income statement reclassifications were made as previously noted, as well as changes to reflect the Exploration and Production depreciation and amortization expense gross rather than net of consolidating eliminations.

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 October 31, 2015 and 2014, $(0.4)million and $2.4 million, respectively, of the depreciation and amortization elimination relates to the Exploration and Production segment and the balance relates to the Oilfield Services segment. For the nine months ended October 31, 2015 and 2014, $0.2million and $6.7 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.

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Hedging And Commodity Derivative Financial Instruments - Fair values of commodity derivatives - (Details) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015
Derivatives, Fair Value [Line Items]
Derivative Assets	$ 8,792	$ 54,775
Long-Term Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liabilities	470
Crude Oil Derivative Contract [Member] | Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets	8,329	$ 54,775
Crude Oil Derivative Contract [Member] | Long-Term Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets	463
Crude Oil Derivative Contract [Member] | Long-Term Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liabilities	$ 470

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Description of Business - (Details)	9 Months Ended
	Oct. 31, 2015 item
Basis Of Presentation [Abstract]
Number of major focus lines of business	3

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Supplemental Disclosures of Cash Flow Information (Tables)

9 Months Ended

Oct. 31, 2015

Supplemental Disclosures of Cash Flow Information [Abstract]

Schedule of Supplemental Cash Flow Disclosures

	For the Nine Months Ended October 31,
(in thousands)	2014		2015
Cash paid during the period for:
Interest expense	$	5,672	$	17,222
Income taxes	$	550	$	-
Non-cash investing activities:
Additions (reductions) to oil and natural gas properties through:
Increase (decrease) in accounts payable and accrued liabilities	$	103,415	$	(47,554)
Capitalized stock based compensation	$	893	$	1,282
Change in asset retirement obligations	$	1,519	$	425

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Related Party Transactions (Details) $ in Thousands	9 Months Ended
	Oct. 31, 2015 USD ($) item	Oct. 31, 2014 USD ($)
Related Party Transaction [Line Items]
Term of gathering services agreements	5 years
Number of salt water disposal wells sold | item	1
Proceeds from sale of salt water disposal wells	$ 6,000	$ 1,500
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	$ 315,400

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Oil And Natural Gas Properties - (Details) - Marathon Oil Company [Member] $ in Millions	1 Months Ended
	Jun. 30, 2014 USD ($) a
Capitalized Costs of Unproved Properties Excluded from Amortization [Line Items]
Number of acres purchased | a	41,100
Total consideration for acquisition	$ 90.4
Net downward adjustment included in the purchase price consideration	$ 9.6

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Summary of Significant Accounting Policies - Consolidation (Details) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Oct. 31, 2015 USD ($)	Apr. 30, 2015 $ / MMBTU $ / bbl	Jul. 31, 2015 $ / MMBTU $ / bbl	Oct. 31, 2015 USD ($) $ / MMBTU $ / bbl	Jan. 31, 2015 $ / MMBTU $ / bbl
Impairment charges
Impairment of oil and natural gas properties | $	$ 261,000			$ 659,000
Minimum [Member]
Equity Method Investment, Summarized Financial Information [Abstract]
Equity method ownership percentage	20.00%			20.00%
Maximum [Member]
Equity Method Investment, Summarized Financial Information [Abstract]
Equity method ownership percentage	50.00%			50.00%
Crude Oil Reserves [Member]
Trailing 12 month simple average spot prices:
Trailing 12 Month simple average spot prices		78.58	67.65	55.37	91.22
Natural Gas Reserves [Member]
Trailing 12 month simple average spot prices:
Trailing 12 Month simple average spot prices | $ / MMBTU		3.69	3.23	2.89	4.20
Natural Gas Liquids Reserves [Member]
Trailing 12 month simple average spot prices:
Trailing 12 Month simple average spot prices		41.96	34.98	26.60	50.07

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Summary of Significant Accounting Policies - Oilfield Services Equipment Schedule (Details) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015
Property, Plant and Equipment [Line Items]
Accumulated depreciation	$ (10,488)	$ (6,384)
Depreciable assets, net	47,540	46,120
Assets not placed in service	384	1,247
Total oilfield services equipment and other property and equipment, net	47,924	47,367
Oilfield services equipment - net	64,210	87,549
Land [Member]
Property, Plant and Equipment [Line Items]
Total Depreciable Assets	7,888	7,888
Building And Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total Depreciable Assets	36,843	33,625
Oilfield Service Equipment [Member]
Property, Plant and Equipment [Line Items]
Total Depreciable Assets	110,703	105,938
Accumulated depreciation	(46,792)	(28,805)
Depreciable assets, net	63,911	77,133
Assets not placed in service	299	10,416
Oilfield services equipment - net	64,210	87,549
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total Depreciable Assets	5,036	4,811
Software, Computers And Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Total Depreciable Assets	7,382	5,327
Capital Leases [Member]
Property, Plant and Equipment [Line Items]
Total Depreciable Assets	$ 879	$ 853

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Summary Of Significant Accounting Policies

9 Months Ended

Oct. 31, 2015

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, 2015, as filed with the SEC (“Fiscal 2015 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.

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 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.

	Trailing 12 Month Simple Average Spot Prices
	January 31, 2015		April 30, 2015		July 31, 2015		October 31, 2015
Oil (per Bbl)	$	91.22	$	78.58	$	67.65	$	55.37
Natural gas (per MMbtu)	$	4.20	$	3.69	$	3.23	$	2.89
Natural gas liquids (per Bbl)	$	50.07	$	41.96	$	34.98	$	26.60

We recognized impairments to our proved oil and natural gas properties of $261.0 million and $659.0 million for the three and nine months ended October 31, 2015, respectively, primarily due to the decline in oil, natural gas and natural gas liquids prices. We did not recognize impairments to our proved oil and natural gas properties for the three and nine months ended October 31, 2014. 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 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, 2015		October 31, 2015
Oilfield services equipment	$	105,938	$	110,703
Accumulated depreciation		(28,805)		(46,792)
Depreciable assets, net		77,133		63,911
Assets not placed in service		10,416		299
Total oilfield services equipment, net	$	87,549	$	64,210
Land	$	7,888	$	7,888
Building and leasehold improvements		33,625		36,843
Vehicles		4,811		5,036
Software, computers and office equipment		5,327		7,382
Capital leases		853		879
Accumulated depreciation		(6,384)		(10,488)
Depreciable assets, net		46,120		47,540
Assets not placed in service		1,247		384
Total other property and equipment, net	$	47,367	$	47,924

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.

As noted above, the carrying value of our oil and natural gas properties exceeded the calculated value of the ceiling limitation resulting in an impairment of $659.0 million for the nine months ended October 31, 2015. This impairment results in Triangle having three years of cumulative historical pre-tax losses and a net deferred tax asset position. Additionally, Triangle will likely be required to recognize additional impairments of its oil and natural gas properties in future periods if oil and natural gas prices remain at current levels or continue to decline and such impairments will likely be material. Triangle also had net operating loss carryovers (“NOLs”) for federal income tax purposes of $143.1 million at January 31, 2015. These losses and expected future losses were a key consideration that led Triangle to provide a valuation allowance against its net deferred tax assets as of April 30, July 31, and October 31, 2015 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 October 31, 2015, 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 nine months of fiscal year 2016. 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				For the Nine Months Ended
	October 31,				October 31,
(in thousands)	2014		2015		2014		2015
Dilutive		17,712		—		17,652		—
Anti-dilutive shares		6,740		10,819		6,776		10,819

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				For the Nine Months Ended
	October 31,				October 31,
(in thousands, except per share data)	2014		2015		2014		2015
Net income (loss) attributable to common stockholders	$	25,398	$	(286,999)	$	54,492	$	(660,544)
Effect of 5% convertible note conversion		919		—		2,852		—
Net income (loss) attributable to common stockholders after effect of 5% convertible note conversion	$	26,317	$	(286,999)	$	57,344	$	(660,544)
Basic weighted average common shares outstanding		85,242		75,588		85,769		75,419
Effect of dilutive securities		17,712		—		17,652		—
Diluted weighted average common shares outstanding		102,954		75,588		103,421		75,419
Basic net income (loss) per share	$	0.30	$	(3.80)	$	0.64	$	(8.76)
Diluted net income (loss) per share	$	0.26	$	(3.80)	$	0.55	$	(8.76)

Reclassifications.  Certain amounts in our unaudited condensed consolidated statements of operations for the three and nine months ended October 31, 2014 have been reclassified to conform to the financial statement presentation for the periods ended October 31, 2015. The unaudited condensed consolidated statements of operations reclassifications relate to the break out of amortization of deferred loan costs from interest expense and amounts related to revisions in the Elmworth abandonment obligation that were reclassified from accretion of asset retirement obligations to depreciation and amortization expense. Such reclassifications had no impact on consolidated total assets, stockholders’ equity or net income previously reported.

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Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2015	Jan. 31, 2015
Summary Of Significant Accounting Policies [Abstract]
Period of pre-tax losses	3 years
Domestic net losses carried forward		$ 143,100
Unrecognized tax benefits	$ 0

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Long-Term Debt - Convertible note- (Details) - USD ($)	9 Months Ended
	Oct. 31, 2015	Jan. 31, 2015
Debt Instrument [Line Items]
Accrued interest	$ 8,717,000	$ 2,250,000
Convertible Notes [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate	5.00%	5.00%
Debt instrument, face amount	$ 120,000,000
Convertible note, conversion price	$ 8.00
Accrued interest	$ 21,000,000
Redemption criteria, share price for 20 consecutive days	$ 11.00
Redemption criteria, number of consecutive trading days	20 days

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Share-Based Compensation - Rockpile share based compensation - (Details) $ in Millions	9 Months Ended
	Oct. 31, 2015 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Number of Units, Beginning Balance	5,302,000
Units granted	655,000
Units forfeited	(170,000)
Outstanding, Number of Units, Ending Balance	5,787,000
Grants, Number of Vested Units	3,449,600
Grants, Number of Unvested Units	2,337,400
Series B Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum shares reserved under Plan	6,000,000
Unrecognized compensation | $	$ 2.5
Series B-1 Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
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]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
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]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Number of Units, Beginning Balance	910,000
Units forfeited	(96,000)
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]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding, Number of Units, Beginning Balance	1,412,000
Units forfeited	(74,000)
Outstanding, Number of Units, Ending Balance	1,338,000
Grants, Number of Vested Units	117,600
Grants, Number of Unvested Units	1,220,400
Series B-5 Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted	397,500
Outstanding, Number of Units, Ending Balance	397,500
Grants, Number of Unvested Units	397,500
Series B-6 Unit [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Units granted	257,500
Outstanding, Number of Units, Ending Balance	257,500
Grants, Number of Unvested Units	257,500
Rockpile Series A Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Preferred return on investment	8.00%
Minimum [Member] | Series B Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	1 month
Maximum [Member] | Series B Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	44 months

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Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015
CURRENT ASSETS
Cash and cash equivalents	$ 36,250	$ 67,871
Accounts receivable	63,494	171,911
Commodity derivatives	8,329	54,775
Other current assets	8,667	14,952
Total current assets	116,740	309,509
Oil and natural gas properties, at cost, full cost method of accounting:
Proved properties	1,332,121	1,159,584
Unproved properties and properties under development, not being amortized	107,226	142,896
Total oil and natural gas properties	1,439,347	1,302,480
Accumulated amortization	(909,998)	(176,390)
Net oil and natural gas properties	529,349	1,126,090
Oilfield services equipment - net	64,210	87,549
Other property and equipment, net	47,924	47,367
Net property, plant and equipment	641,483	1,261,006
Other Assets
Deferred loan costs	12,782	14,038
Equity investment	73,389	64,411
Commodity derivatives	463
Other	5,601	5,906
Total other assets	92,235	84,355
Total assets	850,458	1,654,870
CURRENT LIABILITIES
Accounts payable and accrued capital expenditures	82,670	176,182
Other accrued liabilities	46,006	73,440
Current portion of long-term debt	1,641	503
Interest payable	8,717	2,250
Deferred income taxes		19,467
Total current liabilities	139,034	271,842
LONG-TERM LIABILITIES
Borrowings on credit facilities	243,402	224,159
TUSA 6.75% notes	415,889	429,500
5% convertible note	141,037	135,877
Other notes and mortgages payable	12,566	10,102
Deferred income taxes		33,974
Commodity derivatives	470
Other	4,585	4,398
Total liabilities	$ 956,983	$ 1,109,852
COMMITMENT AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.00001 par value, 140,000,000 shares authorized; 75,174,442 and 75,679,808 shares issued and outstanding at January 31, 2015 and October 31, 2015, respectively	$ 1	$ 1
Additional paid-in capital	554,018	545,017
Retained earnings (accumulated deficit)	(660,544)
Total stockholders' equity (deficit)	(106,525)	545,018
Total liabilities and stockholders’ equity (deficit)	$ 850,458	$ 1,654,870

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Oil And Natural Gas Properties - Proforma Financial Information - (Details) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Oct. 31, 2014 USD ($) $ / shares shares
Acquisitions [Abstract]
Operating revenue	$ 427,708
Net income (loss)	$ 57,110
Earnings (loss) per common share, basic | $ / shares	$ 0.67
Earnings (loss) per common share, diluted | $ / shares	$ 0.58
Weighted average common shares outstanding, basic | shares	85,769
Weighted average common shares outstanding, diluted | shares	103,421
Pro forma depreciation, amortization and accretion expense	$ 3,400

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Consolidated Statement of Stockholders' Equity - 9 months ended Oct. 31, 2015 - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Jan. 31, 2015	$ 1	$ 545,017		$ 545,018
Balance, shares at Jan. 31, 2015	75,174,442			75,174,442
Vesting of restricted stock units (net of shares surrendered for taxes)		(834)		$ (834)
Vesting of restricted stock units (net of shares surrendered for taxes), shares	505,366
Share-based compensation		15,182		15,182
Distributions to RockPile B-Unit holders		(4,318)		(4,318)
Purchase of vested RockPile B units from unit holders		(1,029)		(1,029)
Net income (loss) for the year			$ (660,544)	(660,544)
Balance at Oct. 31, 2015	$ 1	$ 554,018	$ (660,544)	$ (106,525)
Balance, shares at Oct. 31, 2015	75,679,808			75,679,808

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Segment Reporting - (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015 USD ($)	Oct. 31, 2014 USD ($)	Oct. 31, 2015 USD ($) segment	Oct. 31, 2014 USD ($)
Number of reportable segments | segment			2
Depreciation, Depletion and Amortization	$ 28,396	$ 32,471	$ 98,446	$ 80,465
Exploration and Production [Member]
Depreciation, Depletion and Amortization	21,394	30,291	75,220	76,731
Eliminations And Other [Member]
Depreciation, Depletion and Amortization	(215)	(4,194)	(2,930)	(11,282)
Eliminations And Other [Member] | Exploration and Production [Member]
Depreciation, Depletion and Amortization	$ (400)	$ 2,400	$ 200	$ 6,700

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Long-Term Debt (Tables)

9 Months Ended

Oct. 31, 2015

Long-Term Debt [Abstract]

Schedule Of Debt

(in thousands)	January 31, 2015		October 31, 2015
TUSA credit facility due October 2018	$	119,272	$	189,272
RockPile credit facility due March 2019		104,887		54,130
TUSA 6.75% notes due July 2022		429,500		415,889
5% convertible note		135,877		141,037
Other notes and mortgages payable		10,605		14,207
Total debt		800,141		814,535
Less current portion of debt:
Other notes and mortgages payable		(503)		(1,641)
Total long-term debt	$	799,638	$	812,894

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Long-Term Debt - Schedule of long term debt- (Details) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015	Jul. 18, 2014
Debt Instrument [Line Items]
Credit facility	$ 243,402	$ 224,159
TUSA 6.75% notes	415,889	429,500
5% Convertible Note	141,037	135,877
Other notes and mortgages payable	14,207	10,605
Total debt	814,535	800,141
Other notes and mortgages payable	(1,641)	(503)
Total long-term debt	$ 812,894	$ 799,638
TUSA 6.75% Notes [Member]
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%
TUSA [Member]
Debt Instrument [Line Items]
Credit facility	$ 189,272	$ 119,272
Rockpile [Member]
Debt Instrument [Line Items]
Credit facility	$ 54,130	$ 104,887

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Oil And Natural Gas Properties (Tables)

9 Months Ended

Oct. 31, 2015

Oil And Natural Gas Properties [Abstract]

Proforma Schedule For Oil And Natural Gas Acquisition

The following unaudited pro forma financial information represents the combined results for the Company and the properties acquired from Marathon, in June of 2014, as if the acquisitions had occurred on February 1, 2014.

	For the Nine Months Ended
(in thousands, except per share data)	October 31, 2014
Operating revenues	$	427,708
Net income (loss)	$	57,110
Earnings (loss) per common share
Basic	$	0.67
Diluted	$	0.58
Weighted average common shares outstanding:
Basic		85,769
Diluted		103,421

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Description Of Business

9 Months Ended

Oct. 31, 2015

Basis Of Presentation [Abstract]

Description Of Business

1.  DESCRIPTION OF BUSINESS

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”).

In June 2011, we formed RockPile Energy Services, LLC (“RockPile”), a wholly-owned subsidiary, which provides oilfield and complementary well completion services to oil and natural gas exploration and production companies predominantly in the Williston Basin. RockPile began operations in July 2012.

In September 2012, through our wholly-owned subsidiary, Triangle Caliber Holdings, LLC, we formed Caliber Midstream Partners, L.P. (“Caliber”), an unconsolidated joint venture with First Reserve Energy Infrastructure Fund. Caliber was formed for the purpose of providing 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.

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 31, 2015	Jan. 31, 2015
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	140,000,000	140,000,000
Common stock, shares issued	75,679,808	75,174,442
Common stock, shares outstanding	75,679,808	75,174,442
Convertible Notes [Member]
Debt instrument, interest rate	5.00%	5.00%
TUSA 6.75% Notes [Member]
Debt instrument, interest rate	6.75%	6.75%

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Related Party Transactions

9 Months Ended

Oct. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions

11.  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 $315.4 million was outstanding at October 31, 2015.

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.

During the nine months ended October 31, 2015, TUSA sold one salt water disposal well to an affiliate of Caliber for net proceeds of $6.0 million.

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Document And Entity Information - shares	9 Months Ended
	Oct. 31, 2015	Dec. 07, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 31, 2015
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2016
Entity Registrant Name	Triangle Petroleum Corp
Entity Central Index Key	0001281922
Current Fiscal Year End Date	--01-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		75,713,104

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Supplemental Disclosures Of Cash Flow Information

9 Months Ended

Oct. 31, 2015

Supplemental Disclosures of Cash Flow Information [Abstract]

Supplemental Disclosures of Cash Flow Information

12.  SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

	For the Nine Months Ended October 31,
(in thousands)	2014		2015
Cash paid during the period for:
Interest expense	$	5,672	$	17,222
Income taxes	$	550	$	-
Non-cash investing activities:
Additions (reductions) to oil and natural gas properties through:
Increase (decrease) in accounts payable and accrued liabilities	$	103,415	$	(47,554)
Capitalized stock based compensation	$	893	$	1,282
Change in asset retirement obligations	$	1,519	$	425

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Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Oct. 31, 2014	Oct. 31, 2015	Oct. 31, 2014
REVENUES
Oil, natural gas and natural gas liquids sales	$ 42,871	$ 80,139	$ 145,912	$ 221,479
Oilfield services	22,273	94,057	147,253	194,488
Total revenues	65,144	174,196	293,165	415,967
EXPENSES:
Lease operating expenses	10,135	7,317	32,413	18,741
Gathering, transportation and processing	6,537	4,380	19,526	11,915
Production taxes	4,052	8,637	14,288	23,662
Depreciation and amortization	28,396	32,471	98,446	80,465
Impairment of oil and natural gas properties	261,000		659,000
Accretion of asset retirement obligations	75	259	222	324
Oilfield services	21,700	70,805	133,883	142,069
General and administrative, net of amounts capitalized	18,434	16,793	47,882	44,285
Total operating expenses	350,329	140,662	1,005,660	321,461
INCOME (LOSS) FROM OPERATIONS	(285,185)	33,534	(712,495)	94,506
OTHER INCOME (EXPENSE):
Interest expense, net	(9,877)	(8,984)	(28,849)	(15,874)
Amortization of deferred loan costs	(852)	(479)	(2,199)	(1,838)
Gain on extinguishment of debt	4,175		5,331
Realized commodity derivative gains (losses)	27,857	688	64,341	(3,084)
Unrealized commodity derivative gains (losses)	(21,044)	19,134	(46,453)	16,529
Equity investment income (loss)	450	393	1,848	457
Gain (loss) on equity investment derivatives	(1,118)	742	3,398	3,662
Gain on Caliber capital transactions			2,880
Other income (expense), net	(1,405)	(330)	(1,787)	(216)
Total other income (expense)	(1,814)	11,164	(1,490)	(364)
INCOME (LOSS) BEFORE INCOME TAXES	(286,999)	44,698	(713,985)	94,142
INCOME TAX PROVISION (BENEFIT)		19,300	(53,441)	39,650
NET INCOME (LOSS)	(286,999)	25,398	(660,544)	54,492
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (286,999)	$ 25,398	$ (660,544)	$ 54,492
Earnings (loss) per common share outstanding:
Basic	$ (3.80)	$ 0.30	$ (8.76)	$ 0.64
Diluted	$ (3.80)	$ 0.26	$ (8.76)	$ 0.55
Weighted average common shares outstanding:
Basic	75,588	85,242	75,419	85,769
Diluted	75,588	102,954	75,419	103,421

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Oil And Natural Gas Properties

9 Months Ended

Oct. 31, 2015

Oil And Natural Gas Properties [Abstract]

Oil And Natural Gas Properties

6.  ACQUISITIONS

In June 2014, we acquired from Marathon Oil Company (“Marathon”) certain oil and natural gas leaseholds and related producing properties located in Williams County, North Dakota, Sheridan County, Montana, and Roosevelt County, Montana comprising approximately 41,100 net acres and various other related rights, permits, contracts, equipment and other assets for approximately $90.4 million in cash, net of certain closing adjustments of $9.6 million.

The acquisition was accounted for using the acquisition method under ASC-805, Business Combinations, which requires the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date of June 30, 2014.

The following unaudited pro forma financial information represents the combined results for the Company and the properties acquired from Marathon, in June of 2014, as if the acquisitions had occurred on February 1, 2014.

	For the Nine Months Ended
(in thousands, except per share data)	October 31, 2014
Operating revenues	$	427,708
Net income (loss)	$	57,110
Earnings (loss) per common share
Basic	$	0.67
Diluted	$	0.58
Weighted average common shares outstanding:
Basic		85,769
Diluted		103,421

The pro forma information includes the effects of adjustments for depreciation and amortization expense of $3.4 million for the nine month period ended October 31, 2014. The pro forma results do not include any cost savings that may result from the acquisition or any estimated costs that have been or will be incurred by the Company to integrate the properties acquired. The pro forma results are not necessarily indicative of what actually would have occurred if the transactions had been completed as of the beginning of the period, nor are they necessarily indicative of future results.

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Hedging And Commodity Derivative Financial Instruments

9 Months Ended

Oct. 31, 2015

Commodity Derivative Instruments [Abstract]

Commodity Derivative Instruments

5.  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 consolidated statements of cash flows. 

The components of commodity derivative gains (losses) in the consolidated statements of operations are as follows:

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
(in thousands)	2014		2015		2014		2015
Realized commodity derivative gains (losses)	$	688	$	27,857	$	(3,084)	$	64,341
Unrealized commodity derivative gains (losses)		19,134		(21,044)		16,529		(46,453)
Commodity derivative gains (losses), net	$	19,822	$	6,813	$	13,445	$	17,888

The Company’s commodity derivative contracts as of October 31, 2015 are summarized below:

				Weighted		Weighted		Weighted
	Contract		Quantity	Average		Average		Average
	Type	Basis (1)	(Bbl/d)	Put Strike		Call Strike		Price
November 1, 2015 to January 31, 2016	Collar	NYMEX	995	$	80.00	$	95.78		n/a
November 1, 2015 to January 31, 2016	Swap	NYMEX	1,995		n/a		n/a	$	60.19
February 1, 2016 to January 31, 2017	Swap	NYMEX	2,175		n/a		n/a	$	56.13
February 1, 2017 to January 31, 2018	Swap	NYMEX	2,745		n/a		n/a	$	53.36

(1) “NYMEX” refers to West Texas Intermediate crude oil prices at Cushing, Oklahoma as quoted on the New York Mercantile Exchange.

In August 2015, the Company unwound certain commodity derivative swap contracts and realized a gain of $9.3 million. The early settled contracts were for 2,000 barrels of oil per day at an average fixed price of $60.34 for the period from January 1, 2016 to December 31, 2016.

The estimated fair values of commodity derivatives included in the consolidated balance sheets at January 31, 2015 and October 31, 2015 are summarized below. The Company does not offset asset and liability positions with the same counterparties within the consolidated financial statements; rather, all contracts are presented at their gross estimated fair value. As of the dates indicated, the Company’s derivative assets and liabilities are presented below. These balances represent the estimated fair value of the contracts. The Company has not designated any of its derivative contracts as cash-flow hedging instruments for accounting purposes. The main headings represent the balance sheet captions for the contracts presented.

(in thousands)	January 31, 2015		October 31, 2015
Current Assets:
Crude oil derivative contracts	$	54,775	$	8,329
Other Long-Term Assets:
Crude oil derivative contracts		—		463
Total derivative asset	$	54,775	$	8,792
Long-Term Liabilities:
Crude oil derivative contracts	$	—	$	470
Total derivative liability	$	—	$	470

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Hedging And Commodity Derivative Financial Instruments (Tables)

9 Months Ended

Oct. 31, 2015

Commodity Derivative Instruments [Abstract]

Schedule of components of commodity derivative gains(losses)

The components of commodity derivative gains (losses) in the consolidated statements of operations are as follows:

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
(in thousands)	2014		2015		2014		2015
Realized commodity derivative gains (losses)	$	688	$	27,857	$	(3,084)	$	64,341
Unrealized commodity derivative gains (losses)		19,134		(21,044)		16,529		(46,453)
Commodity derivative gains (losses), net	$	19,822	$	6,813	$	13,445	$	17,888

Summary Of Derivative Instruments

The Company’s commodity derivative contracts as of October 31, 2015 are summarized below:

				Weighted		Weighted		Weighted
	Contract		Quantity	Average		Average		Average
	Type	Basis (1)	(Bbl/d)	Put Strike		Call Strike		Price
November 1, 2015 to January 31, 2016	Collar	NYMEX	995	$	80.00	$	95.78		n/a
November 1, 2015 to January 31, 2016	Swap	NYMEX	1,995		n/a		n/a	$	60.19
February 1, 2016 to January 31, 2017	Swap	NYMEX	2,175		n/a		n/a	$	56.13
February 1, 2017 to January 31, 2018	Swap	NYMEX	2,745		n/a		n/a	$	53.36

(1) “NYMEX” refers to West Texas Intermediate crude oil prices at Cushing, Oklahoma as quoted on the New York Mercantile Exchange.

Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value

The main headings represent the balance sheet captions for the contracts presented.

(in thousands)	January 31, 2015		October 31, 2015
Current Assets:
Crude oil derivative contracts	$	54,775	$	8,329
Other Long-Term Assets:
Crude oil derivative contracts		—		463
Total derivative asset	$	54,775	$	8,792
Long-Term Liabilities:
Crude oil derivative contracts	$	—	$	470
Total derivative liability	$	—	$	470

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Summary Of Significant Accounting Policies (Policies)

9 Months Ended

Oct. 31, 2015

Summary Of Significant Accounting Policies [Abstract]

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 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.

	Trailing 12 Month Simple Average Spot Prices
	January 31, 2015		April 30, 2015		July 31, 2015		October 31, 2015
Oil (per Bbl)	$	91.22	$	78.58	$	67.65	$	55.37
Natural gas (per MMbtu)	$	4.20	$	3.69	$	3.23	$	2.89
Natural gas liquids (per Bbl)	$	50.07	$	41.96	$	34.98	$	26.60

We recognized impairments to our proved oil and natural gas properties of $261.0 million and $659.0 million for the three and nine months ended October 31, 2015, respectively, primarily due to the decline in oil, natural gas and natural gas liquids prices. We did not recognize impairments to our proved oil and natural gas properties for the three and nine months ended October 31, 2014. 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 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, 2015		October 31, 2015
Oilfield services equipment	$	105,938	$	110,703
Accumulated depreciation		(28,805)		(46,792)
Depreciable assets, net		77,133		63,911
Assets not placed in service		10,416		299
Total oilfield services equipment, net	$	87,549	$	64,210
Land	$	7,888	$	7,888
Building and leasehold improvements		33,625		36,843
Vehicles		4,811		5,036
Software, computers and office equipment		5,327		7,382
Capital leases		853		879
Accumulated depreciation		(6,384)		(10,488)
Depreciable assets, net		46,120		47,540
Assets not placed in service		1,247		384
Total other property and equipment, net	$	47,367	$	47,924

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.

As noted above, the carrying value of our oil and natural gas properties exceeded the calculated value of the ceiling limitation resulting in an impairment of $659.0 million for the nine months ended October 31, 2015. This impairment results in Triangle having three years of cumulative historical pre-tax losses and a net deferred tax asset position. Additionally, Triangle will likely be required to recognize additional impairments of its oil and natural gas properties in future periods if oil and natural gas prices remain at current levels or continue to decline and such impairments will likely be material. Triangle also had net operating loss carryovers (“NOLs”) for federal income tax purposes of $143.1 million at January 31, 2015. These losses and expected future losses were a key consideration that led Triangle to provide a valuation allowance against its net deferred tax assets as of April 30, July 31, and October 31, 2015 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 October 31, 2015, 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 nine months of fiscal year 2016. 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				For the Nine Months Ended
	October 31,				October 31,
(in thousands)	2014		2015		2014		2015
Dilutive		17,712		—		17,652		—
Anti-dilutive shares		6,740		10,819		6,776		10,819

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				For the Nine Months Ended
	October 31,				October 31,
(in thousands, except per share data)	2014		2015		2014		2015
Net income (loss) attributable to common stockholders	$	25,398	$	(286,999)	$	54,492	$	(660,544)
Effect of 5% convertible note conversion		919		—		2,852		—
Net income (loss) attributable to common stockholders after effect of 5% convertible note conversion	$	26,317	$	(286,999)	$	57,344	$	(660,544)
Basic weighted average common shares outstanding		85,242		75,588		85,769		75,419
Effect of dilutive securities		17,712		—		17,652		—
Diluted weighted average common shares outstanding		102,954		75,588		103,421		75,419
Basic net income (loss) per share	$	0.30	$	(3.80)	$	0.64	$	(8.76)
Diluted net income (loss) per share	$	0.26	$	(3.80)	$	0.55	$	(8.76)

Reclassifications

Reclassifications.  Certain amounts in our unaudited condensed consolidated statements of operations for the three and nine months ended October 31, 2014 have been reclassified to conform to the financial statement presentation for the periods ended October 31, 2015. The unaudited condensed consolidated statements of operations reclassifications relate to the break out of amortization of deferred loan costs from interest expense and amounts related to revisions in the Elmworth abandonment obligation that were reclassified from accretion of asset retirement obligations to depreciation and amortization expense. Such reclassifications had no impact on consolidated total assets, stockholders’ equity or net income previously reported

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Share-Based Compensation

9 Months Ended

Oct. 31, 2015

Share-Based Compensation [Abstract]

Share-Based Compensation

9.  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 ratably over the applicable vesting period.

On May 27, 2014, the Board approved the 2014 Plan, which was approved by the Company’s stockholders on October 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 and nine months ended October 31, 2014 and 2015, the Company recorded share-based compensation as follows:

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
(in thousands)	2014		2015		2014		2015
Restricted stock units	$	1,298	$	4,078	$	4,572	$	8,741
Stock options		627		4,144		1,600		6,189
RockPile Series B Units		146		117		363		252
		2,071		8,339		6,535		15,182
Less amounts capitalized to oil and natural gas properties		(244)		(573)		(893)		(1,282)
Compensation expense	$	1,827	$	7,766	$	5,642	$	13,900

Restricted Stock Units. During the nine months ended October 31, 2015, the Company granted 1,983,843 restricted stock units as compensation to employees, officers, and directors which generally vest over one to five years. As of October 31, 2015, there was approximately $19.7 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 3.2 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 nine months ended October 31, 2015:  

		Weighted
		Average
	Number of	Award Date
	Shares	Fair Value
Restricted stock units outstanding - January 31, 2015	2,914,045	$	7.92
Units granted	1,983,843	$	4.74
Units forfeited	(78,788)	$	8.07
Units vested	(700,506)	$	8.27
Restricted stock units outstanding - October 31, 2015	4,118,594	$	6.33

Stock Options. There were nogrants,  exercises or forfeitures of stock options during the nine months ended October 31, 2015. The following table summarizes the stock options outstanding at October 31, 2015:

		Remaining
Exercise Price		Contractual Life	Number of Shares
per Share		(years)	Outstanding		Exercisable
$	7.50	7.68		750,000		150,000
$	8.50	7.68		750,000		150,000
$	10.00	7.68		1,500,000		300,000
$	12.00	7.68		1,500,000		300,000
$	15.00	7.68		1,500,000		300,000
$	12.00	5.86		233,333		77,770
$	14.00	5.86		233,333		77,770
$	16.00	8.87		233,334		77,770
				6,700,000		1,433,310
Weighted average exercise price per share			$	11.54	$	11.70
Weighted average remaining contractual life				7.59		7.55

As of October 31, 2015, there was approximately $12.4 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 2.6 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. 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 nine months ended October 31, 2015:

	Series	Series	Series	Series	Series	Series
	B-1units	B-2 units	B-3 units	B-4 units	B-5 units	B-6 units	Total
Units outstanding - January 31, 2015	2,920,000	60,000	910,000	1,412,000	—	—	5,302,000
Units redeemed	—	—	—	—	—	—	—
Units granted	—	—	—	—	397,500	257,500	655,000
Units forfeited	—	—	(96,000)	(74,000)	—	—	(170,000)
Units outstanding - October 31, 2015	2,920,000	60,000	814,000	1,338,000	397,500	257,500	5,787,000
Vested	2,920,000	60,000	352,000	117,600	—	—	3,449,600
Unvested	—	—	462,000	1,220,400	397,500	257,500	2,337,400

Series B Units currently have a 1 to 44 month vesting schedule. 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 October 31, 2015, there was approximately $2.5 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’ remaining vesting schedule.

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Equity Investment And Equity Investment Derivatives

9 Months Ended

Oct. 31, 2015

Equity Investment [Abstract]

Equity Investment

7.  EQUITY INVESTMENT AND EQUITY INVESTMENT DERIVATIVES

Equity Investment.On October 1, 2012, Triangle Caliber Holdings, LLC (“Triangle Caliber Holdings”), a wholly-owned subsidiary of Triangle, entered into a joint venture with FREIF Caliber Holdings LLC (“FREIF”), a wholly-owned subsidiary of First Reserve Energy Infrastructure Fund. The joint venture entity, Caliber, was formed to provide crude oil, natural gas and water transportation and related services to the Company and third parties primarily within the Williston Basin of North Dakota and Montana.

On January 31, 2015, Triangle Caliber Holdings entered into a series of agreements modifying its joint venture with FREIF. In connection with the modifications, Triangle Caliber Holdings entered into a Second Amended and Restated Contribution Agreement, dated January 31, 2015 (the “2nd A&R Contribution Agreement”), with FREIF and the general partner of Caliber, which is owned and controlled equally between Triangle Caliber Holdings and FREIF. Pursuant to the terms of the 2nd A&R Contribution Agreement, FREIF agreed to contribute an additional $34.0 million to Caliber in exchange for 2,720,000 Class A Units. FREIF funded the $34.0 million contribution, and the additional 2,720,000 Class A Units were issued, on February 2, 2015. Triangle made no capital contribution to Caliber in connection with the 2nd A&R Contribution Agreement or the issuance of the 2,720,000 Class A Units. Following the issuance, FREIF holds 17,720,000 Class A Units, representing an approximate 71.7% Class A Units ownership interest in Caliber, and Triangle Caliber Holdings holds 7,000,000 Class A Units, representing an approximate 28.3% Class A Units ownership interest in Caliber. Triangle recognized a gain in the first nine months of fiscal year 2016 of $2.9 million related to Caliber’s issuance of these 2,720,000 Class A Units to FREIF.

Also pursuant to the terms of the 2nd A&R Contribution Agreement, Triangle Caliber Holdings received warrants for the purchase of an additional 3,626,667 Class A Units, and FREIF received warrants (Series 5) for the purchase of an additional 906,667 Class A Units. The warrants received by Triangle Caliber Holdings on February 2, 2015 included 2,357,334 Class A (Series 1 through 4) Warrants at strike prices and expiration dates noted below and 1,269,333 Class A (Series 6) Warrants with a strike price of $12.50 and an expiration date of February 2, 2018.

The following summarizes the Company’s equity investment holdings in Caliber as of January 31, 2015 and October31, 2015 and the strike prices for exercising warrants as of October 31, 2015:

	Expiration		Strike Price at		As of	As of
	Date		October 31, 2015		January 31, 2015	October 31, 2015
Class A Units		—	$	—	7,000,000	7,000,000
Series 1 Warrants		October 1, 2024	$	12.78	5,600,000	6,615,467
Series 2 Warrants		October 1, 2024	$	22.09	2,400,000	2,835,200
Series 3 Warrants		September 12, 2025	$	22.09	3,000,000	3,544,000
Series 4 Warrants		September 12, 2025	$	28.09	2,000,000	2,362,667
Series 6 Warrants		February 2, 2018	$	12.50	—	1,269,333

The following summarizes the activities related to the Company’s equity investment in Caliber for the nine months ended October 31, 2015:

	For the Nine Months Ended
(in thousands)	October 31, 2015
Balance at January 31, 2015	$	64,411
Capital contributions		—
Distributions		—
Equity investment share of net income before intra-company profit eliminations		2,700
Change in fair value of warrants		3,398
Gain on Caliber capital transactions		2,880
Balance at October 31, 2015	$	73,389
Fair value of warrants at October 31, 2015	$	3,900

Equity Investment Derivatives. At January 31, 2015 and October 31, 2015, 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.

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Capital Stock

9 Months Ended

Oct. 31, 2015

Capital Stock [Abstract]

Capital Stock

8.  CAPITAL STOCK

The Company had 106.8 million shares of common stock issued or reserved for issuance at October 31, 2015. At October 31, 2015, the Company had 75.7 million shares of common stock issued and outstanding. The Company also had 1.7 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, 3.1 million shares of common stock reserved for issuance pursuant to outstanding awards under its 2014 Equity Incentive Plan (the “2014 Plan”), and 2.7 million shares of reserved common stock that remained available for issuance under the 2014 Plan. Lastly, the Company had 17.6 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 and nine months ended October 31, 2015. As of October 31, 2015, the number of shares of common stock remaining available for repurchase under the Board approved program was 5,591,645 shares.

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Fair Value Measurements

9 Months Ended

Oct. 31, 2015

Fair Value Measurements [Abstract]

Fair Value Measurements

10.  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, 2015 and October 31, 2015, by level within the fair value hierarchy:

	As of January 31, 2015
(in thousands)	Level 1		Level 2		Level3		Total
Assets:
Commodity derivative assets	$	—	$	54,775	$	—	$	54,775
Equity investment derivative assets	$	—	$	—	$	504	$	504
Liabilities:
RockPile earn-out liability	$	—	$	(1,825)	$	—	$	(1,825)

	As of October 31, 2015
(in thousands)	Level1		Level 2		Level 3		Total
Assets:
Commodity derivative assets	$	—	$	8,792	$	—	$	8,792
Equity investment derivative assets	$	—	$	—	$	3,900	$	3,900
Liabilities:
Commodity derivative liabilities	$	—	$	(470)	$	—	$	(470)
RockPile earn-out liability	$	—	$	(1,257)	$	—	$	(1,257)

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 October 31, 2015, commodity derivative instruments utilized by the Company consist of costless collars and 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 (Series 1 through Series 4 and Series 6) Warrants. 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 value of the Class A Units was forecasted at the end of each quarter based on a predetermined yield, and the strike price for the warrant is adjusted accordingly. At October 31, 2015, the fair value of the underlying Class A Units was 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 and 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 discounted cash flows analysis 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, 2015				October 31, 2015
	Carrying		Estimated		Carrying		Estimated
(in thousands)	Value		FairValue		Value		Fair Value
Revolving credit facilities	$	224,159	$	224,159	$	243,402	$	243,402
TUSA 6.75% notes		429,500		303,871		415,889		185,537
5% convertible note		135,877		137,790		141,037		123,940
Other notes and mortgages payable		10,605		10,605		14,207		14,207

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Segment Reporting - Selected Financial Information - (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Oct. 31, 2014	Oct. 31, 2015	Oct. 31, 2014	Jan. 31, 2015
REVENUES
Oil, natural gas and natural gas liquids sales	$ 42,871	$ 80,139	$ 145,912	$ 221,479
Oilfield services for third parties	22,273	94,057	147,253	194,488
Total revenues	65,144	174,196	293,165	415,967
EXPENSES:
Lease operating and production taxes	14,187	15,954	46,701	42,403
Gathering, transportation and processing	6,537	4,380	19,526	11,915
Depreciation and amortization	28,396	32,471	98,446	80,465
Impairment of oil and natural gas properties	261,000		659,000
Accretion of asset retirement obligations	75	259	222	324
Oilfield services	21,700	70,805	133,883	142,069
Salaries and benefits	6,926	7,725	22,918	20,519
Share-based compensation	7,766	1,827	13,900	5,642
Other general and administrative	3,742	7,241	11,064	18,124
Total operating expenses	350,329	140,662	1,005,660	321,461
INCOME (LOSS) FROM OPERATIONS	(285,185)	33,534	(712,495)	94,506
Other income (expense)	(1,814)	11,164	(1,490)	(364)
INCOME (LOSS) BEFORE INCOME TAXES	(286,999)	44,698	(713,985)	94,142
Net oil and natural gas properties	529,349		529,349		$ 1,126,090
Oilfield services equipment, net	64,210		64,210		87,549
Other property and equipment, net	47,924		47,924		47,367
Total assets	850,458		850,458		1,654,870
Total liabilities	956,983		956,983		$ 1,109,852
Eliminations And Other [Member]
REVENUES
Oilfield services for third parties	351	(2,753)	(589)	(5,972)
Total revenues	(3,530)	(49,418)	(28,575)	(112,474)
EXPENSES:
Depreciation and amortization	(215)	(4,194)	(2,930)	(11,282)
Oilfield services	(2,964)	(31,905)	(17,720)	(73,219)
Total operating expenses	(3,179)	(36,099)	(20,650)	(84,501)
INCOME (LOSS) FROM OPERATIONS	(351)	(13,319)	(7,925)	(27,973)
Other income (expense)	(445)	(928)	(1,491)	(2,194)
INCOME (LOSS) BEFORE INCOME TAXES	(796)	(14,247)	(9,416)	(30,167)
Net oil and natural gas properties	(84,198)		(84,198)
Total assets	(84,532)		(84,532)
Total liabilities	(334)		(334)
Intersegment Revenues [Member] | Eliminations And Other [Member]
REVENUES
Total revenues	(3,881)	(46,665)	(27,986)	(106,502)
Exploration and Production [Member]
REVENUES
Oil, natural gas and natural gas liquids sales	42,871	80,139	145,912	221,479
Total revenues	42,871	80,139	145,912	221,479
EXPENSES:
Lease operating and production taxes	14,187	15,954	46,701	42,403
Gathering, transportation and processing	6,537	4,380	19,526	11,915
Depreciation and amortization	21,394	30,291	75,220	76,731
Impairment of oil and natural gas properties	261,000		659,000
Accretion of asset retirement obligations	75	259	222	324
Salaries and benefits	450	1,264	1,375	4,065
Share-based compensation	390	94	1,086	832
Other general and administrative	405	2,966	1,161	7,385
Total operating expenses	304,438	55,208	804,291	143,655
INCOME (LOSS) FROM OPERATIONS	(261,567)	24,931	(658,379)	77,824
Other income (expense)	2,991	12,126	279	1,292
INCOME (LOSS) BEFORE INCOME TAXES	(258,576)	37,057	(658,100)	79,116
Net oil and natural gas properties	613,547		613,547
Other property and equipment, net	9,072		9,072
Total assets	718,582		718,582
Total liabilities	720,821		720,821
Exploration and Production [Member] | Eliminations And Other [Member]
EXPENSES:
Depreciation and amortization	(400)	2,400	200	6,700
Oilfield Services [Member]
REVENUES
Oilfield services for third parties	21,922	96,810	147,842	200,460
Total revenues	25,803	143,475	175,828	306,962
EXPENSES:
Depreciation and amortization	6,797	6,119	25,004	14,399
Oilfield services	24,664	102,710	151,603	215,288
Salaries and benefits	4,138	3,836	12,907	9,496
Share-based compensation	117	146	252	363
Other general and administrative	1,198	3,207	4,029	7,895
Total operating expenses	36,914	116,018	193,795	247,441
INCOME (LOSS) FROM OPERATIONS	(11,111)	27,457	(17,967)	59,521
Other income (expense)	(2,062)	(628)	(3,782)	(1,802)
INCOME (LOSS) BEFORE INCOME TAXES	(13,173)	26,829	(21,749)	57,719
Oilfield services equipment, net	64,210		64,210
Other property and equipment, net	21,398		21,398
Total assets	93,333		93,333
Total liabilities	82,164		82,164
Oilfield Services [Member] | Intersegment Revenues [Member]
REVENUES
Total revenues	3,881	46,665	27,986	106,502
Corporate And Other [Member]
EXPENSES:
Depreciation and amortization	420	255	1,152	617
Salaries and benefits	2,338	2,625	8,636	6,958
Share-based compensation	7,259	1,587	12,562	4,447
Other general and administrative	2,139	1,068	5,874	2,844
Total operating expenses	12,156	5,535	28,224	14,866
INCOME (LOSS) FROM OPERATIONS	(12,156)	(5,535)	(28,224)	(14,866)
Other income (expense)	(2,298)	594	3,504	2,340
INCOME (LOSS) BEFORE INCOME TAXES	(14,454)	$ (4,941)	(24,720)	$ (12,526)
Other property and equipment, net	17,454		17,454
Total assets	123,075		123,075
Total liabilities	$ 154,332		$ 154,332

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Share-Based Compensation - Restricted stock units - (Details) - Restricted Stock Units (RSUs) [Member] $ / shares in Units, $ in Millions	9 Months Ended
	Oct. 31, 2015 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation | $	$ 19.7
Unrecognized compensation, recognition period	3 years 2 months 12 days
Number of shares per vesting unit	1
Outstanding, Unvested Beginning Balance	2,914,045
Outstanding, Weighted-Average Award Date Fair Value, Beginning Balance | $ / shares	$ 7.92
Units granted, number of units	1,983,843
Units granted, Weighted Average Award Date Fair Value | $ / shares	$ 4.74
Units forfeited, Number of Shares	(78,788)
Units forfeited, Weighted Average Award Date Fair Value | $ / shares	$ 8.07
Units that vested, Number of Shares	(700,506)
Units that vested, Weighted Average Award Date Fair Value | $ / shares	$ 8.27
Outstanding, Unvested Ending Balance	4,118,594
Outstanding, Weighted-Average Grant Date Fair Value, Ending Balance | $ / shares	$ 6.33
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	1 year
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	5 years

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Segment Reporting (Tables)

9 Months Ended

Oct. 31, 2015

Segment Reporting [Abstract]

Schedule Of Segment Reporting

The following tables present selected financial information for our operating segments for the three months ended October 31, 2015 and 2014.

	For the Three Months Ended October 31, 2015
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	42,871	$	—	$	—	$	—	$	42,871
Oilfield services for third parties		—		21,922		—		351		22,273
Intersegment revenues		—		3,881		—		(3,881)		—
Total revenues		42,871		25,803		—		(3,530)		65,144
Expenses:
Lease operating and production taxes		14,187		—		—		—		14,187
Gathering, transportation and processing		6,537		—		—		—		6,537
Depreciation and amortization		21,394		6,797		420		(215)		28,396
Impairment of oil and natural gas properties		261,000		—		—		—		261,000
Accretion of asset retirement obligations		75		—		—		—		75
Oilfield services		—		24,664		—		(2,964)		21,700
General and administrative, net of amounts capitalized:
Salaries and benefits		450		4,138		2,338		—		6,926
Share-based compensation		390		117		7,259		—		7,766
Other general and administrative		405		1,198		2,139		—		3,742
Total operating expenses		304,438		36,914		12,156		(3,179)		350,329
Income (loss) from operations		(261,567)		(11,111)		(12,156)		(351)		(285,185)
Other income (expense)		2,991		(2,062)		(2,298)		(445)		(1,814)
Income (loss) before income taxes	$	(258,576)	$	(13,173)	$	(14,454)	$	(796)	$	(286,999)

	For the Three Months Ended October 31, 2014
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	80,139	$	—	$	—	$	—	$	80,139
Oilfield services for third parties		—		96,810		—		(2,753)		94,057
Intersegment revenues		—		46,665		—		(46,665)		—
Total revenues		80,139		143,475		—		(49,418)		174,196
Expenses:
Lease operating and production taxes		15,954		—		—		—		15,954
Gathering, transportation and processing		4,380		—		—		—		4,380
Depreciation and amortization		30,291		6,119		255		(4,194)		32,471
Accretion of asset retirement obligations		259		—		—		—		259
Oilfield services		—		102,710		—		(31,905)		70,805
General and administrative, net of amounts capitalized:
Salaries and benefits		1,264		3,836		2,625		—		7,725
Share-based compensation		94		146		1,587		—		1,827
Other general and administrative		2,966		3,207		1,068		—		7,241
Total operating expenses		55,208		116,018		5,535		(36,099)		140,662
Income (loss) from operations		24,931		27,457		(5,535)		(13,319)		33,534
Other income (expense)		12,126		(628)		594		(928)		11,164
Net income (loss) before income taxes	$	37,057	$	26,829	$	(4,941)	$	(14,247)	$	44,698

The following tables present selected financial information for our operating segments for the nine months ended October 31, 2015 and 2014.

	For the Nine Months Ended October 31, 2015
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	145,912	$	—	$	—	$	—	$	145,912
Oilfield services for third parties		—		147,842		—		(589)		147,253
Intersegment revenues		—		27,986		—		(27,986)		—
Total revenues		145,912		175,828		—		(28,575)		293,165
Expenses:
Lease operating and production taxes		46,701		—		—		—		46,701
Gathering, transportation and processing		19,526		—		—		—		19,526
Depreciation and amortization		75,220		25,004		1,152		(2,930)		98,446
Impairment of oil and natural gas properties		659,000		—		—		—		659,000
Accretion of asset retirement obligations		222		—		—		—		222
Oilfield services		—		151,603		—		(17,720)		133,883
General and administrative, net of amounts capitalized:
Salaries and benefits		1,375		12,907		8,636		—		22,918
Share-based compensation		1,086		252		12,562		—		13,900
Other general and administrative		1,161		4,029		5,874		—		11,064
Total operating expenses		804,291		193,795		28,224		(20,650)		1,005,660
Income (loss) from operations		(658,379)		(17,967)		(28,224)		(7,925)		(712,495)
Other income (expense)		279		(3,782)		3,504		(1,491)		(1,490)
Income (loss) before income taxes	$	(658,100)	$	(21,749)	$	(24,720)	$	(9,416)	$	(713,985)
As of October 31, 2015:
Net oil and natural gas properties	$	613,547	$	—	$	—	$	(84,198)	$	529,349
Oilfield services equipment, net	$	—	$	64,210	$	—	$	—	$	64,210
Other property and equipment, net	$	9,072	$	21,398	$	17,454	$	—	$	47,924
Total assets	$	718,582	$	93,333	$	123,075	$	(84,532)	$	850,458
Total liabilities	$	720,821	$	82,164	$	154,332	$	(334)	$	956,983

	For the Nine Months Ended October 31, 2014
	Exploration				Corporate
	and		Oilfield		and				Consolidated
(in thousands)	Production		Services		Other		Eliminations		Total
Revenues:
Oil, natural gas and natural gas liquids sales	$	221,479	$	—	$	—	$		$	221,479
Oilfield services for third parties		—		200,460		—		(5,972)		194,488
Intersegment revenues		—		106,502		—		(106,502)		—
Total revenues		221,479		306,962		—		(112,474)		415,967
Expenses:
Lease operating and production taxes		42,403		—		—		—		42,403
Gathering, transportation and processing		11,915		—		—		—		11,915
Depreciation and amortization		76,731		14,399		617		(11,282)		80,465
Accretion of asset retirement obligations		324		—		—		—		324
Oilfield services		—		215,288		—		(73,219)		142,069
General and administrative, net of amounts capitalized:
Salaries and benefits		4,065		9,496		6,958		—		20,519
Share-based compensation		832		363		4,447		—		5,642
Other general and administrative		7,385		7,895		2,844		—		18,124
Total operating expenses		143,655		247,441		14,866		(84,501)		321,461
Income (loss) from operations		77,824		59,521		(14,866)		(27,973)		94,506
Other income (expense)		1,292		(1,802)		2,340		(2,194)		(364)
Income (loss) before income taxes	$	79,116	$	57,719	$	(12,526)	$	(30,167)	$	94,142

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Share-Based Compensation (Tables)

9 Months Ended

Oct. 31, 2015

Share-Based Compensation [Abstract]

Non-Cash Stock-Based Compensation Cost

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
(in thousands)	2014		2015		2014		2015
Restricted stock units	$	1,298	$	4,078	$	4,572	$	8,741
Stock options		627		4,144		1,600		6,189
RockPile Series B Units		146		117		363		252
		2,071		8,339		6,535		15,182
Less amounts capitalized to oil and natural gas properties		(244)		(573)		(893)		(1,282)
Compensation expense	$	1,827	$	7,766	$	5,642	$	13,900

Restricted Stock Units Outstanding

The following table summarizes the activity for our restricted stock units during the nine months ended October 31, 2015:  

		Weighted
		Average
	Number of	Award Date
	Shares	Fair Value
Restricted stock units outstanding - January 31, 2015	2,914,045	$	7.92
Units granted	1,983,843	$	4.74
Units forfeited	(78,788)	$	8.07
Units vested	(700,506)	$	8.27
Restricted stock units outstanding - October 31, 2015	4,118,594	$	6.33

Stock Options Outstanding By Exercise Price

The following table summarizes the stock options outstanding at October 31, 2015:

		Remaining
Exercise Price		Contractual Life	Number of Shares
per Share		(years)	Outstanding		Exercisable
$	7.50	7.68		750,000		150,000
$	8.50	7.68		750,000		150,000
$	10.00	7.68		1,500,000		300,000
$	12.00	7.68		1,500,000		300,000
$	15.00	7.68		1,500,000		300,000
$	12.00	5.86		233,333		77,770
$	14.00	5.86		233,333		77,770
$	16.00	8.87		233,334		77,770
				6,700,000		1,433,310
Weighted average exercise price per share			$	11.54	$	11.70
Weighted average remaining contractual life				7.59		7.55

Summary Of Series B Unit Activity

	Series	Series	Series	Series	Series	Series
	B-1units	B-2 units	B-3 units	B-4 units	B-5 units	B-6 units	Total
Units outstanding - January 31, 2015	2,920,000	60,000	910,000	1,412,000	—	—	5,302,000
Units redeemed	—	—	—	—	—	—	—
Units granted	—	—	—	—	397,500	257,500	655,000
Units forfeited	—	—	(96,000)	(74,000)	—	—	(170,000)
Units outstanding - October 31, 2015	2,920,000	60,000	814,000	1,338,000	397,500	257,500	5,787,000
Vested	2,920,000	60,000	352,000	117,600	—	—	3,449,600
Unvested	—	—	462,000	1,220,400	397,500	257,500	2,337,400

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Capital Stock (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Oct. 31, 2015	Oct. 31, 2015	Jan. 31, 2015
Common stock issued or reserved		106,800,000
Common stock, shares issued	75,679,808	75,679,808	75,174,442
Common stock, shares outstanding	75,679,808	75,679,808	75,174,442
Stock Repurchase authorized (Tranche 1)	$ 25.0	$ 25.0
Common stock repurchased (in shares)	0	0
Authorized shares remaining repurchase	5,591,645	5,591,645
2011 Omnibus Incentive Plan
Shares reserved for issuance	1,700,000	1,700,000
2014 Plan
Shares reserved for issuance	3,100,000	3,100,000
Shares reserved for future grants	2,700,000	2,700,000
CEO Stand-Alone Stock Option Agreement
Shares reserved for issuance	6,000,000	6,000,000
Convertible Notes Payable [Member]
Shares reserved for issuance	17,600,000	17,600,000

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Hedging And Commodity Derivative Financial Instruments - (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2015	Oct. 31, 2015	Oct. 31, 2014	Oct. 31, 2015	Oct. 31, 2014
Derivative Instruments, Gain (Loss) [Line Items]
Realized commodity derivative gains (losses)	$ 9,300	$ 27,857	$ 688	$ 64,341	$ (3,084)
Unrealized commodity derivative gains (losses)		(21,044)	19,134	(46,453)	16,529
Commodity derivatives gains (losses)				$ 17,888	$ 13,445
Crude Oil Derivative Contract [Member] | Not Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Realized commodity derivative gains (losses)		27,857	688
Unrealized commodity derivative gains (losses)		(21,044)	19,134
Commodity derivatives gains (losses)		$ 6,813	$ 19,822

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 31, 2015	Oct. 31, 2014	Oct. 31, 2015	Oct. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (286,999)	$ 25,398	$ (660,544)	$ 54,492
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	28,396	32,471	98,446	80,465
Impairment of oil and natural gas properties	261,000		659,000
Share-based compensation			13,900	5,642
Interest expense not paid in cash			5,160	4,910
Amortization of deferred loan costs	852	479	2,199	1,838
Gain on extinguishment of debt	(4,175)		(5,331)
Accretion of asset retirement obligations	75	259	222	324
Unrealized commodity derivative (gains) losses	21,044	(19,134)	46,453	(16,529)
Equity investment income (loss)	(450)	(393)	(1,848)	(457)
Gain on equity investment derivatives			(3,398)	(3,662)
Gain on Caliber capital transactions			(2,880)
Loss on sale of equipment			1,077
Deferred income taxes			(53,441)	38,823
Changes in related current assets and current liabilities:
Accounts receivable			108,417	(92,317)
Other current assets			6,285	(157)
Accounts payable and accrued liabilities			(69,241)	28,854
Asset retirement expenditures			(1,521)	(137)
Other			(481)	334
Cash provided by operating activities			142,474	102,423
CASH FLOWS FROM INVESTING ACTIVITIES:
Oil and natural gas expenditures			(182,198)	(218,313)
Acquisitions of oil and natural gas properties			(837)	(132,843)
Purchase of oil field services equipment			(7,275)	(41,263)
Purchase of other property and equipment			(4,661)	(12,079)
Sale of oil and natural gas properties			6,000	1,500
Proceeds from sale of equipment			7,468
Other				188
Cash used in investing activities			(181,503)	(402,810)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from credit facilities			183,367	313,616
Repayments of credit facilities			(164,124)	(433,515)
Proceeds from notes payable			4,032	450,000
Repayments of other notes and mortgages payable			(463)	(300)
Early extinguishment of repurchased debt			(8,280)
Debt issuance costs			(943)	(12,714)
Payments to settle tax on vested restricted stock units			(834)	(2,666)
Distributions to RockPile B unit holders			(4,318)
Purchase of vested RockPile B units from unit holders			(1,029)
Common stock repurchased and retired				(42,548)
Cash provided by financing activities			7,408	271,873
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS					$ (31,621)	$ (28,514)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD			67,871	81,750	81,750
CASH AND EQUIVALENTS, END OF PERIOD	$ 36,250	$ 53,236	$ 36,250	$ 53,236	$ 67,871	$ 81,750

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Long-Term Debt

9 Months Ended

Oct. 31, 2015

Long-Term Debt [Abstract]

Long-term Debt

4.  LONG-TERM DEBT

The Company’s long-term debt consisted of the following as of January 31, 2015 and October 31, 2015:

(in thousands)	January 31, 2015		October 31, 2015
TUSA credit facility due October 2018	$	119,272	$	189,272
RockPile credit facility due March 2019		104,887		54,130
TUSA 6.75% notes due July 2022		429,500		415,889
5% convertible note		135,877		141,037
Other notes and mortgages payable		10,605		14,207
Total debt		800,141		814,535
Less current portion of debt:
Other notes and mortgages payable		(503)		(1,641)
Total long-term debt	$	799,638	$	812,894

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. The May 2015 semi-annual redetermination of the borrowing base was conducted concurrently with the execution of Amendment No. 1, and the borrowing base was adjusted from $435.0 million to $350.0 million. The November 2015 semi-annual redetermination of the borrowing base was reaffirmed at $350.0 million.

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 will 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 at any time the borrowing base is less than the amount of outstanding credit exposure under the TUSA credit facility, TUSA will be required to (i) prepay the principal amount of the loans in an amount sufficient to eliminate the excess, (ii) pledge additional collateral, (iii) prepay the excess in three equal monthly installments, or (iv) any combination of options (i) through (iii). 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) at least 80% of 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.

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, consolidated senior secured debt to consolidated EBITDAX, and interest to consolidated EBITDAX. As of October 31, 2015, TUSA was in compliance with all covenants under the TUSA 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. Amendment No. 1 also modified covenants in the RockPile credit facility related to certain restrictions on the payment of dividends and distributions and increased the amount of permitted capital expenditures.

As of October 31, 2015, RockPile was in compliance with all financial covenants under the RockPile credit facility. Although it is difficult to forecast future operations in this low commodity price environment, RockPile could breach its ratio of consolidated debt to EBITDA (as defined in the credit agreement) in future quarters.  If RockPile were to breach this covenant in a future period, RockPile has a cure right to obtain a cash capital contribution from Triangle or another investor approved by Triangle (“Equity Cure”) 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. 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.

TUSA 6.75% Notes.  On July 18, 2014, TUSA entered into an Indenture (the “Indenture”) among TUSA, a TUSA wholly-owned subsidiary as guarantor, and Wells Fargo Bank, National Association, as trustee, governing the terms of TUSA’s $450.0 million aggregate principal amount of 6.75%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% of the principal amount of the notes redeemed (103% after July 15, 2018, 102% after July 15, 2019 and 100% 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 a specified redemption price set forth in the Indenture plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds of certain equity offerings. 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 redemption date.

The Indenture permits TUSA to purchase TUSA 6.75% Notes in the open market. In fiscal year 2015, TUSA repurchased TUSA 6.75% Notes with a face value of $20.5 million for $13.9 million, immediately retired the repurchased notes, and recognized a gain on extinguishment of debt of $6.6 million. During the nine months ended October 31, 2015, TUSA repurchased additional TUSA 6.75% Notes with a face value of $13.6 million for $8.3 million, immediately retired the repurchased notes, and recognized a gain on extinguishment of debt of $5.3 million.

The Indenture contains covenants that, among other things, restrict TUSA’s ability and the ability of any guarantor 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 of October 31, 2015, TUSA was in compliance with all covenants under the TUSA 6.75% Notes.

Convertible Note. On October 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 October 31, 2015, $21.0 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 or a change of control of the Company, 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.

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Fair Value Measurements (Tables)

9 Months Ended

Oct. 31, 2015

Fair Value Measurements [Abstract]

Schedule Of Fair Value, Assets And Liabilities Measured On Recurring Basis

	As of January 31, 2015
(in thousands)	Level 1		Level 2		Level3		Total
Assets:
Commodity derivative assets	$	—	$	54,775	$	—	$	54,775
Equity investment derivative assets	$	—	$	—	$	504	$	504
Liabilities:
RockPile earn-out liability	$	—	$	(1,825)	$	—	$	(1,825)

	As of October 31, 2015
(in thousands)	Level1		Level 2		Level 3		Total
Assets:
Commodity derivative assets	$	—	$	8,792	$	—	$	8,792
Equity investment derivative assets	$	—	$	—	$	3,900	$	3,900
Liabilities:
Commodity derivative liabilities	$	—	$	(470)	$	—	$	(470)
RockPile earn-out liability	$	—	$	(1,257)	$	—	$	(1,257)

Summary Of Fair Value Of Financial Instruments

The carrying values and fair values of the Company’s debt instruments are as follows:

	January 31, 2015				October 31, 2015
	Carrying		Estimated		Carrying		Estimated
(in thousands)	Value		FairValue		Value		Fair Value
Revolving credit facilities	$	224,159	$	224,159	$	243,402	$	243,402
TUSA 6.75% notes		429,500		303,871		415,889		185,537
5% convertible note		135,877		137,790		141,037		123,940
Other notes and mortgages payable		10,605		10,605		14,207		14,207

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Long-term Debt - Rockpile credit facility - (Details) - Rockpile [Member] $ in Millions	9 Months Ended
	Oct. 31, 2015 item	Nov. 13, 2014 USD ($)	Mar. 25, 2014 USD ($)
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 | $		$ 150.0	$ 100.0
Debt covenant, maximum number of cure rights	5
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%
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%
Maximum [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt covenant, number of days, cure right, obtain cash capital contribution	10 days
Debt covenant, number of days, compliance certificates due	120 days
Debt covenant, number of quarters, cure right may be exercised within range	2
Debt covenant, number of consecutive quarters to exercise cure right	4
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%
Minimum [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt covenant, number of days, compliance certificates due	45 days

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Summary Of Significant Accounting Policies (Tables)

9 Months Ended

Oct. 31, 2015

Summary Of Significant Accounting Policies [Abstract]

Schedule of 12 month simple avgerage spot prices

	Trailing 12 Month Simple Average Spot Prices
	January 31, 2015		April 30, 2015		July 31, 2015		October 31, 2015
Oil (per Bbl)	$	91.22	$	78.58	$	67.65	$	55.37
Natural gas (per MMbtu)	$	4.20	$	3.69	$	3.23	$	2.89
Natural gas liquids (per Bbl)	$	50.07	$	41.96	$	34.98	$	26.60

Schedule of 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, 2015		October 31, 2015
Oilfield services equipment	$	105,938	$	110,703
Accumulated depreciation		(28,805)		(46,792)
Depreciable assets, net		77,133		63,911
Assets not placed in service		10,416		299
Total oilfield services equipment, net	$	87,549	$	64,210
Land	$	7,888	$	7,888
Building and leasehold improvements		33,625		36,843
Vehicles		4,811		5,036
Software, computers and office equipment		5,327		7,382
Capital leases		853		879
Accumulated depreciation		(6,384)		(10,488)
Depreciable assets, net		46,120		47,540
Assets not placed in service		1,247		384
Total other property and equipment, net	$	47,367	$	47,924

Schedule of weighted average dilutive and anti-dilutive securities

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				For the Nine Months Ended
	October 31,				October 31,
(in thousands)	2014		2015		2014		2015
Dilutive		17,712		—		17,652		—
Anti-dilutive shares		6,740		10,819		6,776		10,819

Schedule of computations of net income(loss) per common share (basic and diluted)

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
(in thousands, except per share data)	2014		2015		2014		2015
Net income (loss) attributable to common stockholders	$	25,398	$	(286,999)	$	54,492	$	(660,544)
Effect of 5% convertible note conversion		919		—		2,852		—
Net income (loss) attributable to common stockholders after effect of 5% convertible note conversion	$	26,317	$	(286,999)	$	57,344	$	(660,544)
Basic weighted average common shares outstanding		85,242		75,588		85,769		75,419
Effect of dilutive securities		17,712		—		17,652		—
Diluted weighted average common shares outstanding		102,954		75,588		103,421		75,419
Basic net income (loss) per share	$	0.30	$	(3.80)	$	0.64	$	(8.76)
Diluted net income (loss) per share	$	0.26	$	(3.80)	$	0.55	$	(8.76)