Past year: ▼ 53%(15.5c – 77.0c USD)
Each one in plain English, with the numbers worked through for a shareholder.
5 Aug 2013debt financing▲ GoodMajor
On July 30, 2013 Triangle USA Petroleum amended its April 2013 Wells Fargo credit agreement, raising the borrowing base from $110 million to $165 million. The amendment also allows hedging up to 85% of expected production and makes room for a future second-lien credit facility. Other terms are unchanged.
18 Apr 2013financial restatement▼ BadMajor
On April 17, 2013 Triangle's board concluded that its financial statements for the quarter ended October 31, 2012 should not be relied on and must be restated, after SEC staff comments on how RockPile's pumping work on wells Triangle has an interest in was accounted for. The company expects the restatement to cut net income by about $1.9 million and increase the loss per share by about $0.04, with no effect on cash or proved reserves. A corrected 10-Q/A will be filed once the SEC comments are resolved. This revises the $599 thousand net loss reported for that quarter in December 2012.
17 Apr 2013debt financing▲ GoodMajor
On April 11, 2013 Triangle's subsidiary Triangle USA Petroleum replaced its April 2012 $300 million Wells Fargo credit facility with a $500 million secured revolver maturing April 11, 2018. The borrowing base, the amount the banks will actually lend, was set at $110 million, and it is to be reviewed several times through May 2014. The covenants are the same as before: a current ratio of at least 1.0 and debt to EBITDAX of no more than 4.0.
13 Mar 2013capital raising announcement● NeutralMajor
The NGP share sale announced on March 4 closed on March 8, 2013: Triangle issued 8,118,407 shares to NGP Natural Resources X and 1,181,593 to its Parallel Fund for $55.8 million total. The investment agreement and registration rights were amended as previously described, with two demand registrations per year and five in total. The rest of the filing is a corporate presentation posted to the website.
4 Mar 2013capital raising announcement● NeutralMajor
On March 2, 2013 Triangle agreed to sell 9,300,000 new shares at $6.00 each ($55.8 million) to NGP Triangle Holdings, which already holds the $120 million convertible note it bought in July 2012. The press release says the shares have a six-month trading restriction, add no extra board seats, and raise the share count by 19.9%; it also says the sale lifts the fiscal 2014 capex budget from $190 million to $245 million, and it announces the RockPile $20 million Wells Fargo credit facility. The deal is subject to closing conditions and also expands NGP's registration rights.
1 Mar 2013debt financing● NeutralMajor
On February 25, 2013, Triangle's subsidiary RockPile Energy Services signed a Wells Fargo credit agreement covering a $7.5 million revolver, a $10.5 million equipment term loan and a $2.0 million capex term loan, maturing February 25, 2016. The full $10.5 million term loan was drawn at signing. Triangle guarantees the debt, though the lender will consider releasing that guarantee after reviewing RockPile's audited statements for the year to January 31, 2014. This is the first debt of RockPile, which Triangle took full ownership of in December 2012.
4 Jan 2013capital raising announcement● NeutralMajor
Triangle bought out the remaining minority owners of its pressure pumping subsidiary RockPile Energy Services, which it already held 83.33% of. It paid DCF Partners 1,900,000 new shares plus $609,000 cash for 3,500,000 units, and paid SourceRock 285,715 shares for 500,000 units. Triangle is now the sole holder of RockPile's Series A units. The filing also shows Triangle is now a Delaware company (previously Nevada); the filing does not explain the change.
1 Oct 2012material agreement▲ GoodMajor
On October 1, 2012, Triangle formed Caliber Midstream Partners, a Williston Basin pipeline and water-handling joint venture, with First Reserve's energy infrastructure fund (FREIF). Triangle contributes rights-of-way plus cash worth $30.0 million for 30% of the limited partner units, 4,000,000 trigger units and a 50% stake in the general partner; FREIF contributes $70.0 million for 70%. Triangle's units can rise to a 50% interest if operating targets are met, and the press release says Triangle has no required contributions beyond the initial $30 million, with $20 million reserved in the budget for the year to January 2013.
16 Apr 2012debt financing● NeutralMajor
On April 12, 2012, Triangle's subsidiary Triangle USA Petroleum signed a $300.0 million senior secured revolving credit agreement with Wells Fargo as agent, maturing April 12, 2017. The initial borrowing base is only $10.0 million and nothing was drawn at signing. It is secured by the subsidiary's assets and guaranteed by Triangle, and it requires a debt to EBITDAX ratio of no more than 4.0 to 1.0. This is the company's first bank facility in this history, after the earlier note that it was debt free.
12 Jan 2012auditor change● Neutral
Triangle switched its auditor on January 10, 2012, from the Canadian member firm of KPMG (KPMG Canada) to the U.S. member firm (KPMG USA). The filing says KPMG Canada's reports for fiscal years ended January 31, 2011 and 2010 were clean, with no disagreements. The audit committee approved the change.
29 July 2011material agreement● Neutral
Triangle signed an employment agreement with Jeremy Wagers as Senior Vice President, General Counsel and Secretary, effective June 1, 2011, at a $195,000 annual base salary with a one-year auto-renewing term. Severance is 12 months of salary (6 months if the company does not renew), and the same applies if he leaves within 60 days of a change in control. This is a routine executive hire.
16 Mar 2011material agreement▲ GoodMajor
Triangle sold 16,500,000 new common shares to underwriters led by Johnson Rice & Company at $7.50 per share, raising about $116.8 million after costs; the offering closed March 16, 2011. Underwriters also hold a 30-day option to buy up to 2,475,000 more shares. This completes the public offering the earlier prospectus filings were setting up, and it adds many new shares for existing holders (up from the small placements at $0.33 and $0.43 in 2010).
4 Nov 2010listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Triangle Petroleum Corp's securities for listing, clearing them to begin trading.
12 Aug 2010capital raising announcement● Neutral
On August 9, 2010 Triangle closed the 2,044,187-share placement at $0.43, raising about $880,000 gross and $836,000 net. A same-day operations update says it controls about 10,000 net acres in North Dakota and holds about 26% in two Kodiak-operated wells (Grizzly 13-H and 1-27H), alongside the XTO-operated Roedeske Federal well, with results expected late September or early October. In Nova Scotia it is still seeking an industry partner. Dr. Peter Hill is named CEO.
3 Aug 2010capital raising announcement● NeutralMajor
On July 30, 2010 Triangle priced a second, much smaller private placement of 2,044,187 shares at $0.43 each, with expected net proceeds of about $836,000. The attached investor memorandum says the company now focuses on shale oil, with a 30% working interest under a January 2010 agreement with Slawson Exploration on about 4,000 net acres in North Dakota's Bakken play. It also reports an 87% working interest in the 474,625-acre Windsor Block in Nova Scotia, still seeking a drilling partner. It describes a November 2009 memorandum of understanding with largest shareholder Palo Alto Investors that restructured the board and management. The company's address is now Denver, Colorado, replacing Calgary.
What it means for a shareholder
2.0m new shares at $0.430 to raise about $836,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
16 Mar 2010capital raising announcement● NeutralMajor
On March 16, 2010 Triangle completed the private placement announced days earlier: 27,993,939 shares at $0.33, giving about $9,238,000 gross and about $8,300,000 net. This closes the March 11 offering and adds those new shares to the total outstanding.
What it means for a shareholder
28.0m new shares at $0.330 to raise about $9.2m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
12 Mar 2010capital raising announcement● NeutralMajor
On March 11, 2010 Triangle priced a private placement of 27,993,939 new shares at $0.33 each, with expected net proceeds of about $8.3 million, well below the $1.40 paid in the June 2008 raise. Investors get rights to include their shares in certain future registration statements within 6 months of closing. The filing also records that authorized shares were raised to 150,000,000 effective July 10, 2009. The visible text shows the investor materials describe a newer Bakken Shale entry in North Dakota alongside the Nova Scotia interests (the rest of the filing is truncated).
What it means for a shareholder
28.0m new shares at $0.330 to raise about $8.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
20 Apr 2009material agreement▲ GoodMajor
On April 15, 2009 Triangle signed a 10-year production lease with the Province of Nova Scotia covering 474,625 gross acres (270,000 net per the press release) in the Windsor Block. To keep it, the company must drill seven wells by April 15, 2014 (two in the Kennetcook area by about March 2011), and undrilled or unevaluated areas can be surrendered. This follows the December 2008 approval in principle for a production lease and turns the earlier exploration agreement into longer-term tenure. The release also says the company is still looking for joint venture partners and that it and its partners have invested about $32 million in the block.
19 Dec 2008material agreement termination▲ GoodMajor
On December 18, 2008 Triangle settled the $10,000,000 of Oppenheim/Centrum debentures (plus $2,204,792 interest) from December 2005. The conversion price was cut from $4.00 to $1.40, 2,500,000 shares were issued at $1.40 for $3,500,000 of debentures, and the holders will take $6,500,000 in cash in full settlement. The press release says this leaves the company debt free, subject to regulatory approval. It also says Triangle will not proceed with a flow-through share offering and will not drill a test well on the Beech Hill Block in New Brunswick, and now lists on the TSX Venture Exchange as TPE. This resolves the Oppenheim/Centrum debenture thread and the $4.00 versus $5.00 conversion price question.
4 June 2008capital raising announcement▲ GoodMajor
On June 3, 2008 Triangle sold 18,257,500 units at $1.40 (each one share plus half a warrant at $2.25 for two years) to 31 investors, raising $25,560,500 ($23.6 million net per the press release). The release says proceeds will repay $4 million of secured convertible debentures, fund part of the Maritimes Basin drilling program and add working capital. The company must have the resale registration effective within 150 days and list on the Toronto Stock Exchange by December 31, 2008, or pay penalty fees. The business is now described as focused on shale gas in Nova Scotia and New Brunswick (584,000 gross acres), where earlier filings had Arkansas and Barnett; the filing does not explain the change. Shares are priced well below the $2.00 paid in February 2007.
24 Apr 2008financial restatement▼ BadMajor
On April 21, 2008 Triangle and its new auditor KPMG agreed that the accounting when the Cornell-type 5% debentures were converted was wrong, so the 10-Q reports for the quarters ended April 30, July 31 and October 31, 2007 must be restated again. The restatements increase the losses: nine-month net loss goes from $13,468,080 to $15,270,143, with the adjustment being non-cash. Amended filings are expected by May 8, 2008. This is a second restatement on top of the January 2008 one.
12 Mar 2008auditor change● NeutralMajor
On March 11, 2008 Triangle dismissed Manning Elliott LLP as auditor and hired KPMG LLP, a decision by the Audit Committee to consolidate accounting and outside accounting functions in Calgary. The filing reports no disagreements with Manning Elliott, and notes both its 2006 and 2007 audit reports included a going-concern doubt paragraph. This follows the January 2008 restatement announcement, although the filing itself gives only the Calgary consolidation as the reason.
25 Jan 2008financial restatement▼ BadMajor
On January 22, 2008 Triangle decided its financial statements for the years ended January 31, 2006 and 2007 and several quarters through October 31, 2007 can no longer be relied on, after its auditor Manning Elliott flagged errors in how the convertible debentures (the 2005 and 2006 Rowlings, Cornell and Oppenheim/Centrum deals) were accounted for. The company says it should have recorded derivative liabilities for the conversion features and warrants; the unrecorded amount is undetermined, and these are described as non-cash charges or credits. Restated reports are expected by February 28, 2008.
27 Feb 2007capital raising announcement▲ GoodMajor
On February 26, 2007 Triangle sold 10,412,000 common shares at $2.00 each to 24 investors, raising $20,824,000 (about $19.3 million net per the press release), with no warrants attached. The money is to fund the 2007 spending program, mostly Fayetteville drilling in Conway County, Arkansas, continuing the Kerogen project from September 2006. Existing shareholders are diluted by the new shares. Triangle must file a resale registration within 30 days and have it effective within 120 days, or pay 1% of the amount invested per 30 days of delay, up to 10%; placement agents received a 6.5% cash fee.
What it means for a shareholder
10.4m new shares at $2.00 to raise about $20.8m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
7 Nov 2006material agreement● Neutral
On November 1, 2006 Triangle hired Parabolic, LLC for marketing and public relations through December 2006. The stated purpose is to broaden its shareholder base beyond mainly European holders, improve liquidity in its stock and raise awareness among investors. Triangle has an option to pay Parabolic $250,000 for a further five months of service, January 1 to May 31, 2007.
2 Oct 2006material agreement● NeutralMajor
On September 19, 2006, through Triangle USA Petroleum Corporation, Triangle agreed with Kerogen Resources Inc. to buy 50% of Kerogen's land in the Fayetteville Shale of the Arkoma Basin in Arkansas and develop it jointly. Triangle will pay up to $9,609,039 for its half of the land and seismic work (extra costs split evenly), and up to $3,266,340 per area for test wells, with two test wells per area on or before December 31, 2007. This is a new project area, separate from the Hunter properties in Colorado, Wyoming and Montana. The press release calls it a second major shale gas project and cites about 17,000 acres and a minimum of four wells, with Triangle paying 66% of drilling costs up to $6.5 million; those press-release terms differ from the 8-K's wording.
30 Dec 2005capital raising announcement● NeutralMajor
On December 28, 2005 Triangle agreed to sell two investors (Bank Sal. Oppenheim Jr. & Cie. (Schweiz) AG and Centrum Bank) $10,000,000 of 7.5% convertible debentures maturing in three years, with $5,000,000 advanced now and $5,000,000 on filing a registration statement, plus warrants for 1,250,000 shares at $5.00 until December 28, 2006. The filing gives the conversion price as $5.00 in one place and $4.00 in another, so the true price is unclear; the registration statement is due by February 26, 2006, with 1% monthly damages if missed. Together with the Cornell deal, the company has announced $25 million of new funding, which the press release says covers land acquisitions and drilling in Alberta, Texas, Colorado, Wyoming and Montana. The release calls the debentures unsecured.
12 Dec 2005capital raising announcement● NeutralMajor
On December 8, 2005 Triangle agreed to sell Cornell Capital Partners $15,000,000 of 5% secured convertible debentures maturing in three years, with $5,000,000 advanced immediately and $5,000,000 each tied to the registration filing and its effectiveness. Conversion is at the lesser of $5.00 or 90% of the average of the three lowest daily volume weighted prices in the prior 10 trading days, so a lower share price would mean more shares issued. The debentures are secured by a first-priority interest in company assets, including its subsidiaries' assets, and Triangle must file a registration statement by January 22, 2006 and have it effective by June 30, 2006 or pay 2% monthly liquidated damages. The press release says proceeds fund exploration in Alberta, Colorado and Texas.
8 Nov 2005material agreement● NeutralMajor
On October 28, 2005, through its subsidiary Triangle USA Petroleum Corporation, Triangle agreed with Hunter Energy LLC to jointly develop three Hunter properties in Colorado, Wyoming and Montana. Triangle paid $1,000,000 on November 4, 2005 and owes another $1,000,000 by November 30, 2005, and will pay 25% of the first well's drilling cost plus a carried 8.333% (33.333% total); its share of extra first-well costs is estimated at about $2,500,000 per property. Hunter can back in for an additional 25% once Triangle recovers its costs, and not before Triangle recovers the initial $2,000,000. This is the first oil and gas property commitment since the company left mining.
19 July 2005capital raising announcement● NeutralMajor
On July 14, 2005 the investor exercised its option and put in the additional $5,000,000, taking an 8% convertible debenture of $5,000,000 and a warrant for 5,000,000 shares, on the same terms as June (due June 10, 2007, convertible at $1.00, warrants at $1.00 until June 15, 2008). With the June tranche, the company has now raised $6,000,000 of these debentures, and the filing deadline for the resale registration statement is August 18, 2005.
