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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Independence Contract Drilling Inc | NYSE:ICD | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.015 | 0.81% | 1.865 | 1.865 | 1.82 | 1.83 | 9,070 | 16:55:09 |
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
37-1653648
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
20475 State Highway 249, Suite 300
|
|
|
Houston, Texas
|
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77070
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(Address of principal executive offices)
|
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(Zip code)
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Title of Class
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
|
|
New York Stock Exchange
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Large accelerated filer
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☐
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Accelerated filer
|
þ
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|
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Non-accelerated filer
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☐
(Do not check if a smaller reporting company)
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Smaller reporting company
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þ
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Emerging growth company
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þ
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|
|
•
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a decline in or substantial volatility of crude oil and natural gas commodity prices;
|
•
|
a sustained decrease in domestic spending by the oil and natural gas exploration and production industry;
|
•
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our inability to implement our business and growth strategy, including plans to upgrade and convert SCR rigs acquired in the Sidewinder Drilling LLC combination;
|
•
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fluctuation of our operating results and volatility of our industry;
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•
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inability to maintain or increase pricing of our contract drilling services, or early termination of any term contract for which early termination compensation is not paid;
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•
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our backlog of term contracts declining rapidly;
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•
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the loss of any of our customers, financial distress or management changes of potential customers or failure to obtain contract renewals and additional customer contracts for our drilling services;
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•
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overcapacity and competition in our industry;
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•
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an increase in interest rates and deterioration in the credit markets;
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•
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our inability to comply with the financial and other covenants in debt agreements that we may enter into as a result of reduced revenues and financial performance;
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•
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unanticipated costs, delays and other difficulties in executing our long-term growth strategy;
|
•
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the loss of key management personnel;
|
•
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new technology that may cause our drilling methods or equipment to become less competitive;
|
•
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labor costs or shortages of skilled workers;
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•
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the loss of or interruption in operations of one or more key vendors;
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•
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the effect of operating hazards and severe weather on our rigs, facilities, business, operations and financial results, and limitations on our insurance coverage;
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•
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increased regulation of drilling in unconventional formations;
|
•
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the incurrence of significant costs and liabilities in the future resulting from our failure to comply with new or existing environmental regulations or an accidental release of hazardous substances into the environment; and
|
•
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the potential failure by us to establish and maintain effective internal control over financial reporting.
|
ITEM 1.
|
BUSINESS
|
•
|
AC Programmable
. AC rigs use a variable frequency drive that allows precise computer control of motor speed during operations. This greater control of motor speed provides more precise drilling of the wellbore. Among other attributes, when compared to electrical SCR rigs and mechanical rigs, AC rigs are electrically more efficient, produce consistent torque, utilize regenerative braking, and have digital controls and AC motors that require less maintenance. AC rigs allow our customers to drill faster, which, in general, eliminates reservoir permeability damage, and to drill wellbores that more precisely track planned trajectories without doglegs. This, in turn, minimizes open hole time and enables our customers to more effectively and efficiently run casing, cement and successfully complete their wells.
|
•
|
Pad Optimized, Omni-Directional Walking System
. Omni-directional walking systems are designed to optimize pad drilling economics for our customers. Pad drilling involves the drilling of multiple wells from a single location, which provides benefits to the E&P company in the form of cost savings and accelerated cash flows. Our walking rigs move in any direction quickly between wellheads, rapidly and efficiently adjust to misaligned wellbores, walk over raised wellheads, and increase operational safety due to fewer required rig up and rig down movements.
|
•
|
Efficient Mobilization Between Drilling Sites
. A rig that can rapidly move between drilling sites has become increasingly desired by, and impactful to, E&P companies because it reduces cycle times allowing them to drill more wells in the same period of time. Our ShaleDriller rigs move rapidly on conventional rig moves between drilling sites.
|
•
|
1500-HP Drawworks
. 1500-HP drawworks are well suited for the development of the vast majority of our customers’ unconventional resource assets. Compared to a 1000-HP or smaller rig, a 1500-HP rig has superior capability to handle extended drill string lengths required to drill long horizontal wells, which are becoming more common in the markets we serve. Our ShaleDriller fleet includes 33 1500-HP rigs and one 1000-HP rig.
|
•
|
7500psi Mud Systems
. The drilling of longer laterals necessitates the use of higher-pressure mud pumps to pump fluids through significantly longer wellbores. The competitive advantage of higher-pressure mud pumps grows as the lateral length gets longer, as only high pressure pumps can effectively address the severe pressure drop while providing the required hydraulic horsepower at the bit face and sufficient flow to remove drill cuttings and keep the hole clean. All ShaleDriller rigs are equipped with 7500psi mud systems, and all are capable of adding a third mud pump and fourth engine if a customer requires such additional equipment capacity.
|
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Quarter Ending
|
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Quarter Ending
|
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Quarter Ending
|
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Quarter Ending
|
|
Year Ending
|
|||||
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
|
2020
|
|||||
Weighted-Average Number of Rigs
(1)
|
30.3
|
|
|
18.6
|
|
|
8.2
|
|
|
2.6
|
|
|
0.8
|
|
•
|
drilling of oil and natural gas wells;
|
•
|
the relationships with our employees;
|
•
|
containment and disposal of hazardous materials, oilfield waste, other waste materials and acids; and
|
•
|
use of underground storage tanks.
|
•
|
current and past owners and operators of the site where the release occurred, and
|
•
|
persons who disposed of or arranged for the disposal of “hazardous substances” released at the site.
|
•
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the prevention of discharges of pollutants, including oil and produced water spills, into waters of the United States; and
|
•
|
liability for drainage into waters of the United States.
|
•
|
accidents at the work location;
|
•
|
blow-outs;
|
•
|
cratering;
|
•
|
fires; and
|
•
|
explosions.
|
•
|
personal injury or death;
|
•
|
suspension of drilling operations; or
|
•
|
damage or destruction of our equipment and that of others;
|
•
|
damage to producing formations and surrounding areas; and
|
•
|
environmental damage.
|
•
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oil or produced water spillage;
|
•
|
natural gas leaks; and
|
•
|
fires.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
our revenues, cash flows and profitability;
|
•
|
our ability to recontract drilling rigs upon expiration of existing contracts;
|
•
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our ability to recontract drilling rigs at profitable dayrates;
|
•
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our ability to invest in capital expenditures necessary to maintain our drilling fleet and respond to customer requirements;
|
•
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the fair market value of our drilling rig fleet and other assets;
|
•
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our ability to obtain additional debt and equity capital required to implement our operating strategy, and the cost of that capital; and
|
•
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our ability to retain skilled rig personnel whom we need to implement our growth strategy.
|
•
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the cost of exploring for, producing and delivering oil and natural gas;
|
•
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the discovery and development rate of new oil and natural gas reserves, especially shale and other unconventional natural gas resources for which we market our rigs;
|
•
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the rate of decline of existing and new oil and natural gas reserves;
|
•
|
available pipeline and other oil and natural gas transportation capacity;
|
•
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the levels of oil and natural gas storage;
|
•
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the ability of oil and natural gas exploration and production companies to raise capital;
|
•
|
economic conditions in the United States and elsewhere;
|
•
|
actions by the Organization of Petroleum Exporting Countries;
|
•
|
political instability in the Middle East and other major oil and natural gas producing regions;
|
•
|
governmental regulations, sanctions and trade restrictions, both domestic and foreign;
|
•
|
domestic and foreign tax policy;
|
•
|
the availability of and constraints in pipeline, storage and other transportation capacity in the basins in which we operate, including, for example, takeaway constraints experienced in the Permian Basin
|
•
|
weather conditions in the United States;
|
•
|
the pace adopted by foreign governments for the exploration, development and production of their national reserves;
|
•
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the price of foreign imports of oil and natural gas;
|
•
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the strength or weakness of the United States dollar;
|
•
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the overall supply and demand for oil and natural gas; and
|
•
|
the development of alternate energy sources and the long-term effects of worldwide energy conservation measures.
|
•
|
personal injury and loss of life;
|
•
|
blowouts;
|
•
|
cratering;
|
•
|
fires and explosions;
|
•
|
loss of well control;
|
•
|
collapse of the borehole;
|
•
|
damaged or lost drilling equipment; and
|
•
|
damage or loss from extreme weather and natural disasters.
|
•
|
suspension of operations;
|
•
|
damage to, or destruction of, our property and equipment and that of others;
|
•
|
damage to producing or potentially productive oil and natural gas formations through which we drill; and
|
•
|
environmental damage.
|
•
|
shortages of equipment, materials or skilled labor;
|
•
|
unscheduled delays in the delivery of ordered materials and equipment or shipyard construction;
|
•
|
failure of equipment to meet quality and/or performance standards;
|
•
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financial or operating difficulties of equipment vendors;
|
•
|
unanticipated actual or purported change orders;
|
•
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inability by us or our customer to obtain required permits or approvals, or to meet applicable regulatory standards in our areas of operations;
|
•
|
unanticipated cost increases between order and delivery;
|
•
|
adverse weather conditions and other events of force majeure;
|
•
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design or engineering changes; and
|
•
|
work stoppages and other labor disputes.
|
•
|
challenges in combining the cultural and management teams of two different companies;
|
•
|
challenges in combining rig product offerings, including integration of the underlying technology, and sales and marketing activities;
|
•
|
our inability to achieve the cost savings and operating synergies anticipated in the transaction, which would prevent us from achieving the positive earnings gains expected as a result of the transaction;
|
•
|
diversion of management attention from ongoing business concerns to integration matters;
|
•
|
difficulties in consolidating and rationalizing information technology platforms and administrative infrastructures;
|
•
|
complexities in managing a larger company than before the completion of transaction;
|
•
|
difficulties in the assimilation of the personnel and the integration of two business cultures;
|
•
|
challenges in demonstrating to our customers and to customers of Sidewinder that the transaction will not result in adverse changes in product and technology offerings, customer service standards or business focus; and
|
•
|
possible cash flow interruption or loss of revenue as a result of change of ownership transitional matters.
|
•
|
incur or guarantee additional indebtedness;
|
•
|
make loans to others;
|
•
|
make investments;
|
•
|
merge or consolidate with another entity;
|
•
|
transfer, lease or dispose of all or substantially all of our assets;
|
•
|
make certain payments;
|
•
|
create or incur liens;
|
•
|
purchase, hold or acquire capital stock or certain other types of securities;
|
•
|
pay cash dividends;
|
•
|
enter into certain transactions with affiliates; and
|
•
|
engage in certain other transactions without the prior consent of the lenders.
|
•
|
operating results that vary from the expectations of securities analysts and investors;
|
•
|
factors influencing the levels of global oil and natural gas exploration and exploitation activities, such as a downturn in oil prices;
|
•
|
the operating and securities price performance of companies that investors or analysts consider comparable to us;
|
•
|
announcements of strategic developments, acquisitions and other material events by us or our competitors; and
|
•
|
changes in global financial markets and global economies and general market conditions, such as interest rates, commodity and equity prices and the value of financial assets.
|
•
|
provisions regulating the ability of our stockholders to nominate candidates for election as directors or to bring matters for action at annual meetings of our stockholders;
|
•
|
limitations on the ability of our stockholders to call a special meeting and act by written consent; and
|
•
|
the authorization given to our board of directors to issue and set the terms of preferred stock.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
8/8/2014
|
|
9/30/2014
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
||||||||||||||
Independence Contract Drilling, Inc.
|
$
|
100.00
|
|
|
$
|
106.24
|
|
|
$
|
47.20
|
|
|
$
|
45.66
|
|
|
$
|
60.58
|
|
|
$
|
35.99
|
|
|
$
|
28.21
|
|
S&P 500 Index
|
$
|
100.00
|
|
|
$
|
102.42
|
|
|
$
|
107.47
|
|
|
$
|
108.91
|
|
|
$
|
121.81
|
|
|
$
|
148.22
|
|
|
$
|
141.51
|
|
Peer Index
|
$
|
100.00
|
|
|
$
|
92.85
|
|
|
$
|
56.16
|
|
|
$
|
43.34
|
|
|
$
|
70.06
|
|
|
$
|
55.87
|
|
|
$
|
30.17
|
|
S&P Oil & Gas Equipment Service Index
|
$
|
100.00
|
|
|
$
|
90.27
|
|
|
$
|
63.70
|
|
|
$
|
40.34
|
|
|
$
|
51.95
|
|
|
$
|
40.60
|
|
|
$
|
21.50
|
|
Philadelphia Stock Exchange Oil Service Sector Index
|
$
|
100.00
|
|
|
$
|
92.50
|
|
|
$
|
73.65
|
|
|
$
|
56.41
|
|
|
$
|
67.13
|
|
|
$
|
55.58
|
|
|
$
|
30.45
|
|
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Approximate Dollar Value of Shares That May Yet be Purchased Under the Program (1)
|
||||||
October 1 — October 31
|
|
175,872
|
|
|
$
|
4.71
|
|
|
—
|
|
|
$
|
—
|
|
November 1 — November 30
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
December 1 — December 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Year Ended
|
||||||||||||||||||
(In thousands, except per share data)
|
December 31,
2018 |
|
December 31,
2017 |
|
December 31,
2016 |
|
December 31,
2015 |
|
December 31,
2014 |
||||||||||
Statement of operations data
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
142,609
|
|
|
$
|
90,007
|
|
|
$
|
70,062
|
|
|
$
|
88,418
|
|
|
$
|
70,347
|
|
Operating costs
|
95,220
|
|
|
67,733
|
|
|
43,277
|
|
|
52,087
|
|
|
42,654
|
|
|||||
Selling, general and administrative
(2)
|
15,907
|
|
|
13,213
|
|
|
16,144
|
|
|
14,483
|
|
|
12,222
|
|
|||||
Merger related expenses
(3)
|
13,646
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Depreciation and amortization
|
30,891
|
|
|
25,844
|
|
|
23,808
|
|
|
21,151
|
|
|
16,181
|
|
|||||
Goodwill impairment and other charges
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,627
|
|
|||||
Asset impairments, net
(5)
|
25
|
|
|
2,568
|
|
|
3,822
|
|
|
2,708
|
|
|
1,711
|
|
|||||
(Gain) loss on disposition of assets, net
|
(740
|
)
|
|
1,677
|
|
|
1,942
|
|
|
2,940
|
|
|
19
|
|
|||||
Total cost and expenses
|
154,949
|
|
|
111,035
|
|
|
88,993
|
|
|
93,369
|
|
|
103,414
|
|
|||||
Operating loss
|
(12,340
|
)
|
|
(21,028
|
)
|
|
(18,931
|
)
|
|
(4,951
|
)
|
|
(33,067
|
)
|
|||||
Interest expense
|
(7,562
|
)
|
|
(2,983
|
)
|
|
(3,045
|
)
|
|
(3,254
|
)
|
|
(1,648
|
)
|
|||||
Gain on warrant derivative
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,189
|
|
|||||
Loss before income taxes
|
(19,902
|
)
|
|
(24,011
|
)
|
|
(21,976
|
)
|
|
(8,205
|
)
|
|
(31,526
|
)
|
|||||
Income tax expense (benefit)
|
91
|
|
|
287
|
|
|
202
|
|
|
(325
|
)
|
|
(3,358
|
)
|
|||||
Net loss
|
$
|
(19,993
|
)
|
|
$
|
(24,298
|
)
|
|
$
|
(22,178
|
)
|
|
$
|
(7,880
|
)
|
|
$
|
(28,168
|
)
|
Weighted-average number of shares outstanding (basic and diluted)
|
47,580
|
|
|
37,762
|
|
|
33,118
|
|
|
23,904
|
|
|
17,078
|
|
|||||
Net loss per share (basic and diluted)
|
$
|
(0.42
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(1.65
|
)
|
Cash flow data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
16,135
|
|
|
$
|
4,933
|
|
|
$
|
16,973
|
|
|
$
|
27,379
|
|
|
$
|
3,809
|
|
Net cash used in investing activities
|
(25,247
|
)
|
|
(30,094
|
)
|
|
(20,058
|
)
|
|
(72,219
|
)
|
|
(112,686
|
)
|
|||||
Net cash provided by financing activities
|
18,826
|
|
|
20,623
|
|
|
4,812
|
|
|
39,427
|
|
|
116,904
|
|
|||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
584,862
|
|
|
$
|
304,645
|
|
|
$
|
302,107
|
|
|
$
|
314,789
|
|
|
$
|
289,547
|
|
Long-term debt
|
130,012
|
|
|
49,278
|
|
|
26,078
|
|
|
62,708
|
|
|
—
|
|
|||||
Total liabilities
|
193,329
|
|
|
69,163
|
|
|
44,855
|
|
|
82,052
|
|
|
52,811
|
|
|||||
Total stockholders’ equity
|
391,533
|
|
|
235,482
|
|
|
257,252
|
|
|
232,737
|
|
|
236,736
|
|
(1)
|
There are no other components of comprehensive income or loss.
|
(2)
|
For the year ended December 31, 2016, includes a one-time retirement payment of $1.5 million.
|
(3)
|
Merger related expenses represent costs incurred in connection with the Sidewinder Merger that consist of legal and various other professional fees, $2.6 million of stock-based compensation awards that were accelerated in accordance with the change of control provisions of the awards and severance, including $3.5 million to be paid to our former Chief Executive Officer.
|
(4)
|
Represents the impairment of goodwill totaling $11.0 million and accelerated amortization of our rig manufacturing intellectual property totaling $19.6 million.
|
(5)
|
For the year ended December 31, 2018, primarily represents asset impairment expense associated with an increase in the estimated cost to sell the Galayda Facility, offset by insurance recoveries for damage to that facility sustained in Hurricane Harvey during 2017. For the year ended December 31, 2017, primarily represents asset impairment expense associated with the impairment of certain held for sale assets and the impairment of the Galayda Facility as a result of water damage attributable to Hurricane Harvey that affected the Houston area in late August of 2017. For the year ended December 31, 2016, represents asset impairment expense associated with the impairment of certain assets designated as held for sale. For the year ended December 31, 2015, represents asset impairment expense associated with the impairment of various rig components of our last remaining non-walking rig and asset impairment expense associated with damage to a driller's cabin, offset by final insurance recoveries. For the year ended December 31, 2014, represents asset impairment expense associated with damage sustained to the mast and other operating equipment on one of our non-walking rigs, net of insurance claim recoveries. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
|
(6)
|
Represents a non-cash gain associated with the decrease in the estimated fair value of a warrant to purchase 2.2 million shares issued to Global Energy Services, Inc. in the acquisition transaction that was completed in March 2012. The warrant expired unexercised on March 2, 2015.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
In connection with our initial decision to sell the Galayda Facility, at June 30, 2017, we reclassified an aggregate $4.0 million of land, buildings and equipment from property, plant and equipment to assets held for sale on our consolidated balance sheet and recognized a $0.5 million asset impairment charge representing the difference between the carrying value and the fair value, less the costs to sell the related property.
|
•
|
As a result of water-related damage caused by Hurricane Harvey, in the third quarter of 2017, we recorded an additional impairment on this group of assets totaling $0.6 million.
|
•
|
Following an evaluation of the Galayda Facility and our operating plans following Hurricane Harvey, during the first quarter of 2018, management changed its plan to sell all of the Galayda Facility assets and decided to improve and utilize a portion of the land and buildings on the property. Based on this decision, which was previously considered unlikely, certain land and buildings at the Galayda Facility were reclassified to assets held and used as of March 31, 2018. Accordingly, we reduced assets held for sale by $2.7 million and increased property, plant and equipment by $2.9 million on our March 31, 2018 consolidated balance sheet and recognized insurance recoveries, net of impairments of approximately $208 thousand in our consolidated statement of operations for the three months ended March 31, 2018.
|
•
|
During the third quarter of 2018, as a result of the pending merger with Sidewinder, management decided to again enter into a plan to sell the entire Galayda Facility and entered into an agreement with a third-party buyer to sell the Galayda Facility in “as-is” condition for $3.1 million. As a result, the $2.6 million of property, plant and equipment, representing the portion of the Galayda Facility that was classified as held and used, was reclassified as held for sale on our September 30, 2018 consolidated balance sheet and we recognized an impairment charge of $650 thousand representing the difference between the carrying value of the property and the fair value of the property, less costs to sell.
|
•
|
During the fourth quarter of 2018, we recorded insurance recoveries, net of impairments of $0.6 million on the Galayda Facility water damage incurred during Hurricane Harvey after receiving a proof of loss letter from our insurance carrier, offset by an increased impairment of $0.2 million related to increased estimated costs to sell the Galayda Facility.
|
•
|
not being required to comply with the auditor attestation requirements related to our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
•
|
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
|
•
|
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
|
•
|
Safety Performance
. Maintaining a strong safety record is a critical component of our business strategy. We measure safety by tracking the total recordable incident rate for our operations. In addition, we closely monitor and measure compliance with our safety policies and procedures, including "near miss" reports and job safety analysis compliance. We believe our Risk-Based HSE management system provides the required control, yet needed flexibility, to conduct all activities safely, efficiently and appropriately.
|
•
|
Utilization
. Rig utilization measures the total amount of time that our rigs are earning revenue under a contract during a particular period. We measure utilization by dividing the total number of Operating Days for a rig by the total number of days the rig is available for operation in the applicable calendar period. A rig is available for operation commencing on the earlier of the date it spuds its initial well following construction or when it has been completed and is actively marketed. “Operating Days” represent the total number of days a rig is earning revenue under a contract, beginning when the rig spuds its initial well under the contract and ending with the completion of the rig’s demobilization.
|
•
|
Revenue Per Day
. Revenue per day measures the amount of revenue that an operating rig earns on a daily basis during a particular period. We calculate revenue per day by dividing total contract drilling revenue earned during the applicable period by the number of Operating Days in the period. Revenues attributable to costs reimbursed by customers are excluded from this measure.
|
•
|
Operating Cost Per Day.
Operating cost per day measures the operating costs incurred on a daily basis during a particular period. We calculate operating cost per day by dividing total operating costs during the applicable period by the number of Operating Days in the period. Operating costs attributable to costs reimbursed by customers are excluded from this measure.
|
•
|
Operating Efficiency and Uptime
. Maintaining our rigs’ operational efficiency is a critical component of our business strategy. We measure our operating efficiency by tracking each drilling rig’s unscheduled downtime on a daily, monthly, quarterly and annual basis.
|
|
Year Ended
|
||||||||||
(In thousands, except per share data)
|
December 31, 2018
|
|
December 31,
2017 |
|
December 31,
2016 |
||||||
Revenues
|
$
|
142,609
|
|
|
$
|
90,007
|
|
|
$
|
70,062
|
|
Costs and expenses
|
|
|
|
|
|
||||||
Operating costs
|
95,220
|
|
|
67,733
|
|
|
43,277
|
|
|||
Selling, general and administrative
|
15,907
|
|
|
13,213
|
|
|
16,144
|
|
|||
Merger related expenses
|
13,646
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
30,891
|
|
|
25,844
|
|
|
23,808
|
|
|||
Asset impairment, net
|
25
|
|
|
2,568
|
|
|
3,822
|
|
|||
(Gain) loss on disposition of assets, net
|
(740
|
)
|
|
1,677
|
|
|
1,942
|
|
|||
Total cost and expenses
|
154,949
|
|
|
111,035
|
|
|
88,993
|
|
|||
Operating loss
|
(12,340
|
)
|
|
(21,028
|
)
|
|
(18,931
|
)
|
|||
Interest expense
|
(7,562
|
)
|
|
(2,983
|
)
|
|
(3,045
|
)
|
|||
Loss before income taxes
|
(19,902
|
)
|
|
(24,011
|
)
|
|
(21,976
|
)
|
|||
Income tax expense
|
91
|
|
|
287
|
|
|
202
|
|
|||
Net loss
|
$
|
(19,993
|
)
|
|
$
|
(24,298
|
)
|
|
$
|
(22,178
|
)
|
Other financial and operating data:
|
|
|
|
|
|
||||||
Number of marketed rigs (end of year)
(1)
|
32
|
|
|
14
|
|
|
14
|
|
|||
Rig operating days
(2)
|
6,687
|
|
|
4,707
|
|
|
3,385
|
|
|||
Average number of operating rigs
(3)
|
18.32
|
|
|
12.90
|
|
|
9.25
|
|
|||
Rig utilization
(4)
|
97.8
|
%
|
|
96.0
|
%
|
|
73.6
|
%
|
|||
Average revenue per operating day
(5)
|
$
|
20,001
|
|
|
$
|
18,137
|
|
|
$
|
19,661
|
|
Average cost per operating day
(6)
|
$
|
13,053
|
|
|
$
|
12,899
|
|
|
$
|
10,274
|
|
Average rig margin per operating day
|
$
|
6,948
|
|
|
$
|
5,238
|
|
|
$
|
9,387
|
|
Oil price per Bbl
(6)
(end of year)
|
$
|
45.15
|
|
|
$
|
60.46
|
|
|
$
|
53.75
|
|
Natural gas price per Mcf
(7)
(end of year)
|
$
|
3.25
|
|
|
$
|
3.69
|
|
|
$
|
3.71
|
|
(1)
|
Number of marketed rigs as of
December 31, 2018
increased by 18 rigs as compared to the number of marketed rigs as of
December 31, 2017
. Our 15th ShaleDriller rig was completed and commenced operations during the third quarter of 2018 and we acquired 17 marketed rigs and two idle non-operating rigs requiring upgrade as a result of the Sidewinder Merger in the fourth quarter of 2018.
|
(2)
|
Rig operating days represent the number of days our rigs are earning revenue under a contract during the period, including days that standby revenues are earned. During the twelve months ended
December 31, 2018
,
2017
and
2016
there were 4.3, 77.9 and 882.1 operating days in which the Company earned revenue on a standby basis, respectively, including zero, 69.0 and 839.0 standby-without-crew days, respectively.
|
(3)
|
Average number of operating rigs is calculated by dividing the total number of rig operating days in the period by the total number of calendar days in the period.
|
(4)
|
Rig utilization is calculated as rig operating days divided by the total number of days our drilling rigs are available during the applicable period.
|
(5)
|
Average revenue per operating day represents total contract drilling revenues earned during the period divided by rig operating days in the period. Excluded in calculating average revenue per operating day are revenues associated with the reimbursement of out-of-pocket costs paid by customers of
$6.8 million
,
$4.6 million
and
$3.5 million
during the years ended December 31,
2018
,
2017
and
2016
, respectively, and revenues associated with the amortization of intangible revenue acquired in the Sidewinder Merger of
$2.0 million
for the year ended December 31, 2018. Included
|
(6)
|
Average cost per operating day represents total operating costs incurred during the period divided by rig operating days in the period. The following costs are excluded in calculating average cost per operating day: (i) out-of-pocket costs reimbursed by customers of
$6.8 million
,
$4.6 million
and
$3.5 million
during the years ended December 31,
2018
,
2017
and
2016
, respectively, (ii) new crew training costs of
$0.1 million
,
$0.1 million
and
$0.5 million
during the years ended December 31,
2018
,
2017
and
2016
, respectively, (iii) construction overhead costs expensed due to reduced rig construction activity of
$1.0 million
,
$1.1 million
and
$1.5 million
during the years ended December 31,
2018
,
2017
and
2016
, respectively, (iv) rig reactivation costs associated with the redeployment of previously stacked rigs, excluding new crew training costs (included in (ii) above), of $1.0 million and $3.0 million during the years ended December 31, 2017 and 2016, respectively, and (v) out-of-pocket expenses of $0.1 million, net of insurance recoveries, during the year ended December 31, 2017.
|
(7)
|
WTI spot price as reported by the United States Energy Information Administration.
|
(8)
|
Henry Hub spot price as reported by the United States Energy Information Administration.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
$
|
16,135
|
|
|
$
|
4,933
|
|
|
$
|
16,973
|
|
Net cash used in investing activities
|
(25,247
|
)
|
|
(30,094
|
)
|
|
(20,058
|
)
|
|||
Net cash provided by financing activities
|
18,826
|
|
|
20,623
|
|
|
4,812
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
9,714
|
|
|
$
|
(4,538
|
)
|
|
$
|
1,727
|
|
(in thousands)
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||
Term Loan Facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130,000
|
|
|
$
|
130,000
|
|
ABL Credit Facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,566
|
|
|
2,566
|
|
|||||
Interest on Term Loan Facility
|
|
13,199
|
|
|
13,235
|
|
|
13,199
|
|
|
24,217
|
|
|
63,850
|
|
|||||
Interest on ABL Credit Facility
|
|
305
|
|
|
306
|
|
|
305
|
|
|
564
|
|
|
1,480
|
|
|||||
Lease obligations
|
|
1,431
|
|
|
1,014
|
|
|
537
|
|
|
761
|
|
|
3,743
|
|
|||||
Purchase obligations
|
|
16,292
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,292
|
|
|||||
Total contractual obligations
|
|
$
|
31,227
|
|
|
$
|
14,555
|
|
|
$
|
14,041
|
|
|
$
|
158,108
|
|
|
$
|
217,931
|
|
|
Estimated Useful Life
|
||
Buildings
|
20
|
-
|
39 years
|
Drilling rigs and related equipment
|
3
|
-
|
20 years
|
Machinery, equipment and other
|
3
|
-
|
7 years
|
Vehicles
|
2
|
-
|
5 years
|
ITEM 7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
Independence Contract Drilling, Inc.
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
12,247
|
|
|
$
|
2,533
|
|
Accounts receivable, net
|
41,987
|
|
|
18,056
|
|
||
Inventories
|
2,693
|
|
|
2,710
|
|
||
Assets held for sale
|
19,711
|
|
|
4,637
|
|
||
Prepaid expenses and other current assets
|
8,930
|
|
|
2,957
|
|
||
Total current assets
|
85,568
|
|
|
30,893
|
|
||
Property, plant and equipment, net
|
496,197
|
|
|
272,388
|
|
||
Goodwill
|
1,627
|
|
|
—
|
|
||
Other long-term assets, net
|
1,470
|
|
|
1,364
|
|
||
Total assets
|
$
|
584,862
|
|
|
$
|
304,645
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
587
|
|
|
$
|
533
|
|
Accounts payable
|
16,312
|
|
|
11,627
|
|
||
Accrued liabilities
|
29,219
|
|
|
6,969
|
|
||
Total current liabilities
|
46,118
|
|
|
19,129
|
|
||
Long-term debt
|
130,012
|
|
|
49,278
|
|
||
Deferred income taxes, net
|
774
|
|
|
683
|
|
||
Other long-term liabilities
|
16,425
|
|
|
73
|
|
||
Total liabilities
|
193,329
|
|
|
69,163
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
||||
Common stock, $0.01 par value, 200,000,000 shares authorized; 77,598,806 and 38,246,919 shares issued, respectively; and 77,078,252 and 37,985,225 shares outstanding, respectively
|
771
|
|
|
380
|
|
||
Additional paid-in capital
|
503,446
|
|
|
326,616
|
|
||
Accumulated deficit
|
(109,638
|
)
|
|
(89,645
|
)
|
||
Treasury stock, at cost, 520,554 and 261,694 shares, respectively
|
(3,046
|
)
|
|
(1,869
|
)
|
||
Total stockholders’ equity
|
391,533
|
|
|
235,482
|
|
||
Total liabilities and stockholders’ equity
|
$
|
584,862
|
|
|
$
|
304,645
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
$
|
142,609
|
|
|
$
|
90,007
|
|
|
$
|
70,062
|
|
Costs and expenses
|
|
|
|
|
|
||||||
Operating costs
|
95,220
|
|
|
67,733
|
|
|
43,277
|
|
|||
Selling, general and administrative
|
15,907
|
|
|
13,213
|
|
|
16,144
|
|
|||
Merger related expenses
|
13,646
|
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
30,891
|
|
|
25,844
|
|
|
23,808
|
|
|||
Asset impairment, net
|
25
|
|
|
2,568
|
|
|
3,822
|
|
|||
(Gain) loss on disposition of assets, net
|
(740
|
)
|
|
1,677
|
|
|
1,942
|
|
|||
Total cost and expenses
|
154,949
|
|
|
111,035
|
|
|
88,993
|
|
|||
Operating loss
|
(12,340
|
)
|
|
(21,028
|
)
|
|
(18,931
|
)
|
|||
Interest expense
|
(7,562
|
)
|
|
(2,983
|
)
|
|
(3,045
|
)
|
|||
Loss before income taxes
|
(19,902
|
)
|
|
(24,011
|
)
|
|
(21,976
|
)
|
|||
Income tax expense
|
91
|
|
|
287
|
|
|
202
|
|
|||
Net loss
|
$
|
(19,993
|
)
|
|
$
|
(24,298
|
)
|
|
$
|
(22,178
|
)
|
Loss per share:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(0.42
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.67
|
)
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic and diluted
|
47,580
|
|
|
37,762
|
|
|
33,118
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Treasury
Stock |
|
Total
Stockholders’ Equity |
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balances at December 31, 2015
|
24,403,659
|
|
|
$
|
244
|
|
|
$
|
276,948
|
|
|
$
|
(43,169
|
)
|
|
$
|
(1,286
|
)
|
|
$
|
232,737
|
|
Restricted stock forfeited
|
(8,182
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock units vested
|
74,968
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury stock
|
(77,525
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(409
|
)
|
|
(409
|
)
|
|||||
Public offering, net of offering costs
|
13,225,000
|
|
|
132
|
|
|
42,788
|
|
|
—
|
|
|
—
|
|
|
42,920
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
4,182
|
|
|
—
|
|
|
—
|
|
|
4,182
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,178
|
)
|
|
—
|
|
|
(22,178
|
)
|
|||||
Balances at December 31, 2016
|
37,617,920
|
|
|
$
|
376
|
|
|
$
|
323,918
|
|
|
$
|
(65,347
|
)
|
|
$
|
(1,695
|
)
|
|
$
|
257,252
|
|
Restricted stock forfeited
|
(3,195
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
RSUs vested, net of shares withheld for taxes
|
418,391
|
|
|
4
|
|
|
(867
|
)
|
|
—
|
|
|
—
|
|
|
(863
|
)
|
|||||
Purchase of treasury stock
|
(47,891
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
|
(174
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,565
|
|
|
—
|
|
|
—
|
|
|
3,565
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,298
|
)
|
|
—
|
|
|
(24,298
|
)
|
|||||
Balances at December 31, 2017
|
37,985,225
|
|
|
$
|
380
|
|
|
$
|
326,616
|
|
|
$
|
(89,645
|
)
|
|
$
|
(1,869
|
)
|
|
$
|
235,482
|
|
Restricted stock issued
|
1,385,973
|
|
|
14
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
RSUs vested, net of shares withheld for taxes
|
1,213,257
|
|
|
12
|
|
|
(722
|
)
|
|
—
|
|
|
—
|
|
|
(710
|
)
|
|||||
Purchase of treasury stock
|
(258,860
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(1,177
|
)
|
|
(1,180
|
)
|
|||||
Shares issued in connection with Sidewinder Merger
|
36,752,657
|
|
|
368
|
|
|
172,737
|
|
|
—
|
|
|
—
|
|
|
173,105
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
4,829
|
|
|
—
|
|
|
—
|
|
|
4,829
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,993
|
)
|
|
—
|
|
|
(19,993
|
)
|
|||||
Balances at December 31, 2018
|
77,078,252
|
|
|
$
|
771
|
|
|
$
|
503,446
|
|
|
$
|
(109,638
|
)
|
|
$
|
(3,046
|
)
|
|
$
|
391,533
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(19,993
|
)
|
|
$
|
(24,298
|
)
|
|
$
|
(22,178
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
30,891
|
|
|
25,844
|
|
|
23,808
|
|
|||
Asset impairment, net
|
25
|
|
|
2,568
|
|
|
3,822
|
|
|||
Stock-based compensation
|
4,829
|
|
|
3,565
|
|
|
4,249
|
|
|||
Stock-based compensation - executive retirement
|
—
|
|
|
—
|
|
|
(67
|
)
|
|||
(Gain) loss on disposition of assets, net
|
(740
|
)
|
|
1,677
|
|
|
1,942
|
|
|||
Amortization of deferred rent
|
105
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
91
|
|
|
287
|
|
|
203
|
|
|||
Amortization of deferred financing costs
|
492
|
|
|
434
|
|
|
532
|
|
|||
Write-off of deferred financing costs
|
856
|
|
|
—
|
|
|
504
|
|
|||
Bad debt expense
|
22
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of effects of Sidewinder Merger
|
|
|
|
|
|
||||||
Accounts receivable
|
(1,022
|
)
|
|
(6,588
|
)
|
|
6,772
|
|
|||
Inventories
|
250
|
|
|
(301
|
)
|
|
55
|
|
|||
Prepaid expenses and other assets
|
(4,681
|
)
|
|
133
|
|
|
212
|
|
|||
Accounts payable and accrued liabilities
|
5,010
|
|
|
1,612
|
|
|
(2,881
|
)
|
|||
Net cash provided by operating activities
|
16,135
|
|
|
4,933
|
|
|
16,973
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Cash acquired in Sidewinder Merger
|
10,743
|
|
|
—
|
|
|
—
|
|
|||
Purchases of property, plant and equipment
|
(37,550
|
)
|
|
(31,347
|
)
|
|
(21,106
|
)
|
|||
Proceeds from insurance claims
|
257
|
|
|
—
|
|
|
188
|
|
|||
Proceeds from the sale of assets
|
1,303
|
|
|
1,253
|
|
|
860
|
|
|||
Net cash used in investing activities
|
(25,247
|
)
|
|
(30,094
|
)
|
|
(20,058
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Borrowings under Term Loan Facility
|
130,000
|
|
|
—
|
|
|
—
|
|
|||
Borrowings under ABL Credit Facility
|
5,066
|
|
|
—
|
|
|
—
|
|
|||
Borrowings under CIT Credit Facility
|
50,666
|
|
|
44,451
|
|
|
49,048
|
|
|||
Repayments under ABL Credit Facility
|
(2,500
|
)
|
|
—
|
|
|
—
|
|
|||
Repayments under CIT Credit Facility
|
(99,207
|
)
|
|
(21,662
|
)
|
|
(86,004
|
)
|
|||
Repayment of Sidewinder debt
|
(58,512
|
)
|
|
—
|
|
|
—
|
|
|||
Public offering proceeds, net of offering costs
|
—
|
|
|
—
|
|
|
42,920
|
|
|||
Purchase of treasury stock
|
(1,180
|
)
|
|
(174
|
)
|
|
(409
|
)
|
|||
RSUs withheld for taxes
|
(710
|
)
|
|
(863
|
)
|
|
—
|
|
|||
Financing costs paid under Term Loan Facility
|
(3,371
|
)
|
|
—
|
|
|
—
|
|
|||
Financing costs paid under ABL Credit Facility
|
(676
|
)
|
|
—
|
|
|
—
|
|
|||
Financing costs paid under CIT Credit Facility
|
(114
|
)
|
|
(530
|
)
|
|
(217
|
)
|
|||
Payments of capital lease obligations
|
(636
|
)
|
|
(599
|
)
|
|
(526
|
)
|
|||
Net cash provided by financing activities
|
18,826
|
|
|
20,623
|
|
|
4,812
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
9,714
|
|
|
(4,538
|
)
|
|
1,727
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
||||||
Beginning of year
|
2,533
|
|
|
7,071
|
|
|
5,344
|
|
|||
End of year
|
$
|
12,247
|
|
|
$
|
2,533
|
|
|
$
|
7,071
|
|
•
|
In connection with our initial decision to sell the Galayda Facility, at June 30, 2017, we reclassified an aggregate
$4.0 million
of land, buildings and equipment from property, plant and equipment to assets held for sale on our consolidated balance sheet and recognized a
$0.5 million
asset impairment charge representing the difference between the carrying value and the fair value, less the costs to sell the related property.
|
•
|
As a result of water-related damage caused by Hurricane Harvey, in the third quarter of 2017, we recorded an additional impairment on this group of assets totaling
$0.6 million
.
|
•
|
Following an evaluation of the Galayda Facility and our operating plans following Hurricane Harvey, during the first quarter of 2018, management changed its plan to sell all of the Galayda Facility assets and decided to improve and utilize a portion of the land and buildings on the property. Based on this decision, which was previously considered unlikely, certain land and buildings at the Galayda Facility were reclassified to assets held and used as of March 31, 2018. Accordingly, we reduced assets held for sale by
$2.7 million
and increased property, plant and equipment by
$2.9 million
on our March 31, 2018 consolidated balance sheet and recognized
insurance recoveries, net of impairments
of approximately
$208 thousand
in our consolidated statement of operations for the three months ended March 31, 2018.
|
•
|
During the third quarter of 2018, as a result of the pending merger with Sidewinder, management decided to again enter into a plan to sell the entire Galayda Facility and entered into an agreement with a third-party buyer to sell the Galayda Facility in “as-is” condition for
$3.1 million
. As a result, the
$2.6 million
of property, plant and equipment, representing the portion of the Galayda Facility that was classified as held and used, was reclassified as held for sale on our September 30, 2018 consolidated balance sheet and we recognized an impairment charge of
$650 thousand
representing the difference between the carrying value of the property and the fair value of the property, less costs to sell.
|
•
|
During the fourth quarter of 2018, we recorded
insurance recoveries, net of impairments
of
$0.6 million
on the Galayda Facility water damage incurred during Hurricane Harvey after receiving a proof of loss letter from our insurance carrier, offset by an increased impairment of
$0.2 million
related to increased estimated costs to sell the Galayda Facility.
|
|
Estimated
Useful Life
|
||
Buildings
|
20
|
-
|
39 years
|
Drilling rigs and related equipment
|
3
|
-
|
20 years
|
Machinery, equipment and other
|
3
|
-
|
7 years
|
Vehicles
|
2
|
-
|
5 years
|
Level 1
|
Unadjusted quoted market prices for identical assets or liabilities in an active market;
|
Level 2
|
Quoted market prices for identical assets or liabilities in an active market that have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets; and
|
Level 3
|
Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(in thousands)
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Term Loan Facility
|
$
|
130,000
|
|
|
$
|
131,893
|
|
|
$
|
—
|
|
|
$
|
—
|
|
ABL Credit Facility
|
2,566
|
|
|
2,258
|
|
|
—
|
|
|
—
|
|
||||
CIT Credit Facility
|
—
|
|
|
—
|
|
|
48,541
|
|
|
49,871
|
|
||||
Long-term capital leases
|
648
|
|
|
759
|
|
|
737
|
|
|
747
|
|
||||
|
133,214
|
|
|
$
|
134,910
|
|
|
49,278
|
|
|
$
|
50,618
|
|
||
Less: Term Loan Facility deferred financing costs
|
(3,202
|
)
|
|
|
|
—
|
|
|
|
||||||
|
$
|
130,012
|
|
|
|
|
$
|
49,278
|
|
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Intangible liabilities
|
$
|
3,123
|
|
|
$
|
—
|
|
Accumulated amortization
|
(2,044
|
)
|
|
—
|
|
||
Intangible liabilities, net
|
$
|
1,079
|
|
|
$
|
—
|
|
(in thousands)
|
|
||
Cash
|
$
|
10,743
|
|
Other current assets
|
23,496
|
|
|
Assets held for sale
|
16,427
|
|
|
Property, plant and equipment
|
215,284
|
|
|
Other long-term assets
|
343
|
|
|
Total assets acquired
|
266,293
|
|
|
Accounts payable and accrued liabilities
|
(17,278
|
)
|
|
Unfavorable contract liabilities
|
(3,123
|
)
|
|
Contingent consideration
|
(15,902
|
)
|
|
Net assets acquired
|
229,990
|
|
|
Goodwill
|
1,627
|
|
|
Total consideration transferred
|
$
|
231,617
|
|
|
Year Ended December 31,
|
||||||
|
(Unaudited)
|
||||||
(in thousands, except per share amounts)
|
2018
|
|
2017
|
||||
Revenue
|
$
|
228,036
|
|
|
$
|
184,697
|
|
Net loss
|
$
|
(17,498
|
)
|
|
$
|
(46,134
|
)
|
Loss per share
|
$
|
(0.23
|
)
|
|
$
|
(0.62
|
)
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Dayrate drilling
|
$
|
133,278
|
|
|
$
|
84,834
|
|
|
$
|
60,383
|
|
Mobilization
|
2,100
|
|
|
2,235
|
|
|
2,228
|
|
|||
Reimbursables
|
4,970
|
|
|
2,828
|
|
|
1,990
|
|
|||
Capital modification
|
216
|
|
|
91
|
|
|
5,433
|
|
|||
Intangible
|
2,044
|
|
|
—
|
|
|
—
|
|
|||
Other
|
1
|
|
|
19
|
|
|
28
|
|
|||
Total revenue
|
$
|
142,609
|
|
|
$
|
90,007
|
|
|
$
|
70,062
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Receivables, which are included in "Accounts receivable, net"
|
$
|
41,988
|
|
|
$
|
18,028
|
|
Contract assets
|
$
|
—
|
|
|
$
|
—
|
|
Contract liabilities
|
$
|
(1,374
|
)
|
|
$
|
(836
|
)
|
|
2018
|
||||||
(in thousands)
|
Contract Assets
|
|
Contract Liabilities
|
||||
Revenue recognized that was included in contract liabilities at beginning of period
|
$
|
—
|
|
|
$
|
763
|
|
Increase in contract liabilities due to cash received, excluding amounts recognized as revenue
|
$
|
—
|
|
|
$
|
(1,301
|
)
|
Transferred to receivables from contract assets at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ending December 31,
|
||||||||||||||
(in thousands)
|
2019
|
|
2020
|
|
2021
|
|
Total
|
||||||||
Revenue
|
$
|
(1,374
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,374
|
)
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Rig components and supplies
|
$
|
2,693
|
|
|
$
|
2,710
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Land
|
$
|
487
|
|
|
$
|
—
|
|
Buildings
|
3,317
|
|
|
—
|
|
||
Drilling rigs and related equipment
|
594,871
|
|
|
332,338
|
|
||
Machinery, equipment and other
|
693
|
|
|
2,064
|
|
||
Capital leases
|
2,027
|
|
|
1,786
|
|
||
Vehicles
|
533
|
|
|
555
|
|
||
Construction in progress
|
7,736
|
|
|
20,706
|
|
||
Total
|
$
|
609,664
|
|
|
$
|
357,449
|
|
Less: Accumulated depreciation
|
(113,467
|
)
|
|
(85,061
|
)
|
||
Total Property, plant and equipment, net
|
$
|
496,197
|
|
|
$
|
272,388
|
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Accrued salaries and other compensation
(1)
|
$
|
12,379
|
|
|
$
|
2,442
|
|
Insurance
(2)
|
5,464
|
|
|
711
|
|
||
Deferred revenue
|
1,374
|
|
|
762
|
|
||
Property taxes and other
|
3,829
|
|
|
2,693
|
|
||
Intangible liability
|
1,079
|
|
|
—
|
|
||
Interest
(3)
|
3,318
|
|
|
95
|
|
||
Other
|
1,776
|
|
|
266
|
|
||
|
$
|
29,219
|
|
|
$
|
6,969
|
|
(1)
|
The increase is primarily attributable to the Sidewinder Merger, increased incentive compensation accruals, and accrued severance related to the Sidewinder Merger, including
$3.5 million
to be paid to our former Chief Executive Officer.
|
(2)
|
The increase is primarily attributable to the Sidewinder Merger, in part, as Sidewinder was self-insured for worker’s compensation and general liability insurance prior to the close of the transaction.
|
(3)
|
The increase is attributable to the Sidewinder Merger and is related to accrued interest on the new
$130.0 million
Term Loan Facility.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Cash paid during the year for interest
|
$
|
3,202
|
|
|
$
|
2,680
|
|
|
$
|
2,198
|
|
Cash paid (received) during the year for income taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(133
|
)
|
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
|
|
||||||
Change in property, plant and equipment purchases in accounts payable
|
$
|
1,175
|
|
|
$
|
(882
|
)
|
|
$
|
1,670
|
|
Additions to property, plant & equipment through capital leases
|
$
|
601
|
|
|
$
|
1,102
|
|
|
$
|
1,293
|
|
Additions to property, plant and equipment through tenant allowance on leasehold improvement
|
$
|
694
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sidewinder Merger consideration
|
$
|
231,617
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Term Loan Facility due October 1, 2023
|
|
$
|
130,000
|
|
|
$
|
—
|
|
ABL Credit Facility due October 1, 2023
|
|
2,566
|
|
|
—
|
|
||
CIT Credit Facility due November 5, 2020
|
|
—
|
|
|
48,541
|
|
||
Capital lease obligations
|
|
1,235
|
|
|
1,270
|
|
||
|
|
133,801
|
|
|
49,811
|
|
||
Less: current portion
|
|
(587
|
)
|
|
(533
|
)
|
||
Less: Term Loan Facility deferred financing costs
|
|
(3,202
|
)
|
|
—
|
|
||
Long-term debt
|
|
$
|
130,012
|
|
|
$
|
49,278
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
91
|
|
|
287
|
|
|
203
|
|
|||
|
$
|
91
|
|
|
$
|
287
|
|
|
$
|
203
|
|
Income tax expense
|
$
|
91
|
|
|
$
|
287
|
|
|
$
|
202
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Income tax benefit at the statutory federal rate (21%, 35% and 35%)
|
$
|
(4,233
|
)
|
|
$
|
(8,404
|
)
|
|
$
|
(7,691
|
)
|
Effect of federal rate change to ending deferred tax assets and liabilities
|
—
|
|
|
7,994
|
|
|
—
|
|
|||
Nondeductible expenses
|
(270
|
)
|
|
34
|
|
|
23
|
|
|||
Valuation allowance
|
3,625
|
|
|
(1,377
|
)
|
|
7,063
|
|
|||
State taxes, net of federal benefit
|
14
|
|
|
9
|
|
|
204
|
|
|||
Stock-based compensation and other
|
955
|
|
|
2,031
|
|
|
603
|
|
|||
Income tax expense
|
$
|
91
|
|
|
$
|
287
|
|
|
$
|
202
|
|
Effective tax rate
|
0.5
|
%
|
|
1.2
|
%
|
|
0.9
|
%
|
|
December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Deferred income tax assets
|
|
|
|
||||
Merger related expenses
|
$
|
1,731
|
|
|
$
|
—
|
|
Bad debts
|
—
|
|
|
2
|
|
||
Stock-based compensation
|
809
|
|
|
1,344
|
|
||
Accrued liabilities and other
|
1,295
|
|
|
29
|
|
||
Deferred revenue
|
321
|
|
|
180
|
|
||
Net operating losses
|
34,682
|
|
|
29,274
|
|
||
Total net deferred tax assets
|
$
|
38,838
|
|
|
$
|
30,829
|
|
Deferred income tax liabilities
|
|
|
|
||||
Prepaids
|
$
|
(1,027
|
)
|
|
$
|
(210
|
)
|
Property, plant and equipment
|
(22,525
|
)
|
|
(18,906
|
)
|
||
Intangible assets
|
(38
|
)
|
|
—
|
|
||
Total net deferred tax liabilities
|
$
|
(23,590
|
)
|
|
$
|
(19,116
|
)
|
Valuation allowance
|
$
|
(16,022
|
)
|
|
$
|
(12,396
|
)
|
Net deferred tax liability
|
$
|
(774
|
)
|
|
$
|
(683
|
)
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Compensation cost recognized:
|
|
|
|
|
|
||||||
Stock options
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
81
|
|
Restricted stock and restricted stock units
|
4,829
|
|
|
3,565
|
|
|
4,101
|
|
|||
Total stock-based compensation
|
$
|
4,829
|
|
|
$
|
3,565
|
|
|
$
|
4,182
|
|
|
Shares
|
|
Weighted
Average Grant-Date Fair Value Per Share |
|||
Outstanding at January 1, 2016
|
388,265
|
|
|
$
|
10.80
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(232,715
|
)
|
|
10.87
|
|
|
Forfeited/expired
|
(8,182
|
)
|
|
11.15
|
|
|
Outstanding at January 1, 2017
|
147,368
|
|
|
10.67
|
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(144,173
|
)
|
|
10.72
|
|
|
Forfeited/expired
|
(3,195
|
)
|
|
8.35
|
|
|
Outstanding at January 1, 2018
|
—
|
|
|
—
|
|
|
Granted – Former Sidewinder executives
(1)
|
646,646
|
|
|
3.22
|
|
|
Granted – Other
|
739,327
|
|
|
3.22
|
|
|
Vested
|
—
|
|
|
|
||
Forfeited/expired
|
—
|
|
|
|
||
Outstanding at December 31, 2018
|
1,385,973
|
|
|
$
|
3.22
|
|
(1)
|
Time-based restricted stock granted to former executives of Sidewinder Drilling, LLC relating to their becoming officers of ICD following the Sidewinder Merger.
|
|
Shares
|
|
Weighted
Average Grant-Date Fair Value Per Share |
|||
Outstanding at January 1, 2016
|
123,628
|
|
|
$
|
11.00
|
|
Granted
|
747,500
|
|
|
4.00
|
|
|
Vested and converted
|
(19,768
|
)
|
|
6.28
|
|
|
Forfeited/expired
|
(135,911
|
)
|
|
4.60
|
|
|
Outstanding at January 1, 2017
|
715,449
|
|
|
5.03
|
|
|
Granted
|
489,862
|
|
|
5.77
|
|
|
Vested and converted
|
(270,143
|
)
|
|
6.05
|
|
|
Forfeited/expired
|
(146,172
|
)
|
|
5.51
|
|
|
Outstanding at January 1, 2018
|
788,996
|
|
|
5.05
|
|
|
Granted – Former Sidewinder executives
(1)
|
409,607
|
|
|
4.79
|
|
|
Granted – Other
|
414,521
|
|
|
4.46
|
|
|
Vested and converted
|
(1,020,423
|
)
|
|
4.91
|
|
|
Forfeited/expired
|
(183,094
|
)
|
|
4.50
|
|
|
Outstanding at December 31, 2018
|
409,607
|
|
|
$
|
4.79
|
|
(1)
|
Time-based restricted stock unit awards granted to former executives of Sidewinder Drilling, LLC relating to their becoming officers of ICD following the Sidewinder Merger.
|
|
Shares
|
|
Weighted
Average Grant-Date Fair Value Per Share |
|||
Outstanding at January 1, 2016
|
339,785
|
|
|
$
|
13.69
|
|
Granted
|
66,670
|
|
|
4.15
|
|
|
Vested and converted
|
(46,677
|
)
|
|
13.98
|
|
|
Forfeited/expired
|
(44,569
|
)
|
|
10.60
|
|
|
Outstanding at January 1, 2017
|
315,209
|
|
|
12.07
|
|
|
Granted
|
166,769
|
|
|
5.71
|
|
|
Vested and converted
|
(80,752
|
)
|
|
16.48
|
|
|
Forfeited/expired
|
(196,903
|
)
|
|
11.84
|
|
|
Outstanding at January 1, 2018
|
204,323
|
|
|
5.35
|
|
|
Granted
|
226,520
|
|
|
4.72
|
|
|
Vested and converted
|
(162,938
|
)
|
|
5.04
|
|
|
Forfeited/expired
|
(267,905
|
)
|
|
5.00
|
|
|
Outstanding at December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
For the Years Ended December 31,
|
||||||||||
(in thousands, except for per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss (numerator)
|
$
|
(19,993
|
)
|
|
$
|
(24,298
|
)
|
|
$
|
(22,178
|
)
|
Loss per share:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
(0.42
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.67
|
)
|
Shares (denominator):
|
|
|
|
|
|
||||||
Weighted-average number of shares outstanding-basic
|
47,580
|
|
|
37,762
|
|
|
33,118
|
|
|||
Net effect of dilutive stock options and restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average common shares outstanding-diluted
|
47,580
|
|
|
37,762
|
|
|
33,118
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Quarter Ended
|
||||||||||||||
(in thousands, except for per share data)
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Revenue
|
$
|
20,236
|
|
|
$
|
21,285
|
|
|
$
|
23,445
|
|
|
$
|
25,041
|
|
Operating loss
|
(5,593
|
)
|
|
(5,584
|
)
|
|
(5,178
|
)
|
|
(4,673
|
)
|
||||
Income tax expense
|
46
|
|
|
34
|
|
|
30
|
|
|
177
|
|
||||
Net loss
|
(6,269
|
)
|
|
(6,304
|
)
|
|
(5,980
|
)
|
|
(5,745
|
)
|
||||
Loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
(0.17
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.15
|
)
|
(1)
|
Includes the operations of Sidewinder beginning on October 1, 2018.
|
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
|
|||||||||||||||
|
|
|
|
|
|
|
|||||||||
(in thousands)
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Deductions
|
|
Balance at End of Period
|
||||||||
Year Ended December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
8
|
|
|
$
|
22
|
|
|
$
|
(30
|
)
|
|
$
|
—
|
|
Valuation allowance for deferred tax assets
|
$
|
12,396
|
|
|
$
|
3,626
|
|
|
$
|
—
|
|
|
$
|
16,022
|
|
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Valuation allowance for deferred tax assets
|
$
|
13,773
|
|
|
$
|
(1,377
|
)
|
|
$
|
—
|
|
|
$
|
12,396
|
|
Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Valuation allowance for deferred tax assets
|
$
|
6,710
|
|
|
$
|
7,063
|
|
|
$
|
—
|
|
|
$
|
13,773
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
|
INDEPENDENCE CONTRACT DRILLING, INC.
|
||
Date:
|
March 1, 2019
|
By:
|
/s/ J. Anthony Gallegos Jr.
|
|
|
|
|
Name:
|
J. Anthony Gallegos Jr.
|
|
|
|
Title:
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
Date:
|
|
||
March 1, 2019
|
By:
|
/s/ J. Anthony Gallegos Jr.
|
|
|
|
Name:
|
J. Anthony Gallegos Jr.
|
|
|
Title:
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
|
|
|
March 1, 2019
|
By:
|
/s/ Philip A. Choyce
|
|
|
|
Name:
|
Philip A. Choyce
|
|
|
Title:
|
Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)
|
|
|
|
|
March 1, 2019
|
By:
|
/s/ Michael J. Harwell
|
|
|
|
Name:
|
Michael J. Harwell
|
|
|
Title:
|
Vice President - Finance and Chief Accounting Officer (Principal Accounting Officer)
|
|
|
|
|
March 1, 2019
|
By:
|
/s/ Thomas R. Bates, Jr.
|
|
|
|
Name:
|
Thomas R. Bates, Jr.
|
|
|
Title:
|
Director
|
|
|
|
|
March 1, 2019
|
By:
|
/s/ James D. Crandell
|
|
|
|
Name:
|
James D. Crandell
|
|
|
Title:
|
Director
|
|
|
|
|
March 1, 2019
|
By:
|
/s/ Matthew D. Fitzgerald
|
|
|
|
Name:
|
Matthew D. Fitzgerald
|
|
|
Title:
|
Director
|
|
|
|
|
March 1, 2019
|
By:
|
/s/ Daniel F. McNease
|
|
|
|
Name:
|
Daniel F. McNease
|
|
|
Title:
|
Director
|
|
|
|
|
March 1, 2019
|
By:
|
/s/ James G. Minmier
|
|
|
|
Name:
|
James G. Minmier
|
|
|
Title:
|
Director
|
|
|
|
|
March 1, 2019
|
By:
|
/s/ Adam Piekarski
|
|
|
|
Name:
|
Adam Piekarski
|
|
|
Title:
|
Director
|
AC programmable rig
|
An AC electric rig with programmable controls.
|
Basin
|
A large depression on the Earth’s surface in which sediments accumulate and may be a source of oil and natural gas.
|
Blowout
|
An uncontrolled flow of reservoir fluids into the wellbore, and in extreme cases to the surface.
|
BOP
|
Blowout preventer; a large valve at the top of a well that may be closed to prevent a loss of pressure.
|
Completion
|
The process of treating a drilled well followed by the installation of permanent equipment for the production of oil or natural gas, or in the case of a dry hole, abandonment.
|
Cratering
|
Caving in of a well that has already been drilled.
|
Dayrate
|
The daily fee paid to the drilling contractor, which includes the cost of renting the drilling rig.
|
Daywork contract
|
A contract under which the drilling contractor is paid a certain price or rate for work performed as requested by the operator over a 24-hour period, with the price determined by the location, depth and complexity of the well to be drilled, operating conditions, the duration of the contract and the competitive forces of the market.
|
E&P
|
Exploration and production.
|
GHG
|
Greenhouse gases.
|
Horizontal drilling
|
A subset of the more general term “directional drilling,” used where the departure of the wellbore from vertical exceeds about 80 degrees.
|
HP
|
Horsepower.
|
Hydraulic fracturing
|
A stimulation treatment routinely performed on oil and natural gas wells in low permeability reservoirs.
|
Pad
|
Location where well operators perform drilling operations on multiple wells from a single drilling site.
|
Reservoir
|
A subsurface body of rock having sufficient permeability to store and transmit fluids.
|
Rig down
|
To take apart equipment for storage and portability of the rig.
|
Rig up
|
To prepare and assemble the drilling rig for drilling; and to install tools and machinery before drilling is started.
|
Top drive
|
A device that turns the drillstring while suspended from the derrick above the rig floor.
|
Unconventional resource
|
A term for oil and natural gas that is produced from lower permeability reservoirs by unconventional means, such as horizontal drilling and multistage fracturing.
|
Utilization
|
Rig utilization percentage is calculated as rig operating days divided by the total number of days our drilling rigs are available in the applicable period.
|
Walking rig
|
A land drilling rig that is capable of lifting legs through hydraulic lifts and moving to a nearby location without having to rig down and disassembling the rig. A “multi-directional” or “omni-directional” walking rig has the ability to walk on either the X or Y axis. A “walking” rig is technologically superior to a “skidding” rig, which requires disconnecting the rig and engaging hydraulic cylinders to push the rig across steel skid beams.
|
Wellbore
|
The hole drilled by the bit that is equipped for oil or natural gas production on a completed well. Also called well or borehole.
|
*
|
Filed herewith.
|
**
|
Furnished, not filed.
|
†
|
Indicates a management contract or compensatory plan or arrangement filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.
|
1 Year Independence Contract Dr... Chart |
1 Month Independence Contract Dr... Chart |
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