Document_and_Entity_Informatio
Document and Entity Information Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 10, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Independence Contract Drilling, Inc. | ' |
Entity Central Index Key | '0001537028 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 24,629,490 |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $13,173 | $2,730 |
Accounts receivable, net | 12,622 | 9,089 |
Inventory | 1,871 | 1,128 |
Vendor advances | 0 | 6,168 |
Prepaid expenses and other current assets | 2,937 | 2,042 |
Total current assets | 30,603 | 21,157 |
Property, plant and equipment, net | 222,832 | 129,488 |
Goodwill | 11,007 | 11,007 |
Other intangible assets, net | 20,304 | 22,357 |
Other long-term assets, net | 1,701 | 959 |
Total assets | 286,447 | 184,968 |
Liabilities | ' | ' |
Accounts payable | 15,668 | 9,061 |
Accrued liabilities | 6,210 | 4,167 |
Deferred taxes | 149 | 149 |
Income taxes payable | 0 | 157 |
Total current liabilities | 22,027 | 13,534 |
Long-term debt | 0 | 19,780 |
Warrant derivative liability | 2,420 | 3,189 |
Deferred taxes | 2,022 | 3,593 |
Total liabilities | 26,469 | 40,096 |
Commitments and contingencies | ' | ' |
Stockholders’ equity | ' | ' |
Common stock, $0.01 par value, 100,000,000 shares authorized; 24,656,859 and 12,464,625 issued; 24,572,005 and 12,397,900 outstanding | 246 | 124 |
Additional paid-in capital | 271,386 | 152,615 |
Accumulated deficit | -10,683 | -7,121 |
Treasury shares, at cost, 84,854 and 66,725 shares | -971 | -746 |
Total stockholders’ equity | 259,978 | 144,872 |
Total liabilities and stockholders’ equity | $286,447 | $184,968 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Shares authorized | 100,000,000 | 100,000,000 |
Shares issued | 24,656,859 | 12,464,625 |
Shares outstanding | 24,572,005 | 12,397,900 |
Treasury stock | 84,854 | 66,725 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $19,123 | $11,604 | $47,333 | $29,645 |
Costs and expenses | ' | ' | ' | ' |
Operating costs | 11,909 | 7,239 | 29,969 | 19,963 |
Selling, general and administrative | 3,618 | 2,095 | 7,785 | 6,183 |
Depreciation and amortization | 4,216 | 2,511 | 11,533 | 7,002 |
Asset impairment, net | 0 | 0 | 2,612 | 0 |
Gain on disposition of assets | 52 | 0 | -139 | -41 |
Total costs and expenses | 19,795 | 11,845 | 51,760 | 33,107 |
Operating loss | -672 | -241 | -4,427 | -3,462 |
Interest expense | -482 | -23 | -1,474 | -120 |
Gain (loss) on warrant derivative | -611 | 351 | 769 | 273 |
Income (loss) before income taxes | -1,765 | 87 | -5,132 | -3,309 |
Income tax benefit | -352 | -489 | -1,570 | -1,520 |
Net income (loss) | ($1,413) | $576 | ($3,562) | ($1,789) |
Earnings (loss) per share: | ' | ' | ' | ' |
Basic | ($0.07) | $0.05 | ($0.24) | ($0.15) |
Diluted | ($0.07) | $0.05 | ($0.24) | ($0.15) |
Weighted-average number of shares outstanding - basic | 19,174 | 12,180 | 14,563 | 12,179 |
Weighted-average number of shares outstanding - diluted | 19,174 | 12,256 | 14,563 | 12,179 |
Statements_of_Stockholders_Equ
Statements of Stockholders’ Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock |
In Thousands, except Share data | |||||
Beginning balance at Dec. 31, 2013 | $144,872 | $124 | $152,615 | ($7,121) | ($746) |
Beginning balance (in shares) at Dec. 31, 2013 | ' | 12,397,900 | ' | ' | ' |
Restricted stock issued (shares) | ' | 692,235 | ' | ' | ' |
Restricted stock issued | 0 | 7 | -7 | ' | ' |
Public offering, net (shares) | ' | 11,500,000 | ' | ' | ' |
Public offering, net | 116,496 | 115 | 116,381 | ' | ' |
Purchase of treasury stock (shares) | ' | -18,130 | ' | ' | ' |
Purchase of treasury stock | -225 | ' | ' | ' | -225 |
Stock-based compensation | 2,397 | ' | 2,397 | ' | ' |
Net loss | -3,562 | ' | ' | -3,562 | ' |
Ending balance at Sep. 30, 2014 | $259,978 | $246 | $271,386 | ($10,683) | ($971) |
Ending balance (in shares) at Sep. 30, 2014 | ' | 24,572,005 | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities | ' | ' |
Net loss | ($3,562) | ($1,789) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Depreciation and amortization | 11,533 | 7,002 |
Asset impairment, net | 2,612 | 0 |
Stock-based compensation | 2,000 | 1,339 |
Gain on warrant derivative | -769 | -273 |
Gain on disposition of assets | -139 | -41 |
Deferred taxes | -1,570 | -1,657 |
Amortization of deferred financing costs | 508 | 99 |
Changes in assets and liabilities | ' | ' |
Accounts receivable | -3,533 | -3,148 |
Inventory | -1,003 | -348 |
Vendor advances | 0 | -1,627 |
Prepaid expenses and other assets | -897 | -465 |
Accounts payable and accrued liabilities | 5,549 | 712 |
Income taxes payable | -165 | 137 |
Related party receivable | 0 | 586 |
Net cash provided by operating activities | 10,564 | 527 |
Cash flows from investing activities | ' | ' |
Purchases of property, plant and equipment | -97,913 | -39,826 |
Proceeds from insurance claims | 2,038 | 0 |
Proceeds from the sale of property, plant and equipment | 501 | 275 |
Net cash used in investing activities | -95,374 | -39,551 |
Cash flows from financing activities | ' | ' |
Borrowings under credit facility | 104,972 | 10,704 |
Repayments under credit facility | -124,752 | -5,122 |
Repurchase of shares | -225 | 0 |
Initial public offering proceeds, net | 116,496 | 0 |
Deferred financing costs | -1,238 | -1,109 |
Net cash provided by financing activities | 95,253 | 4,473 |
Net increase (decrease) in cash and cash equivalents | 10,443 | -34,551 |
Beginning of period | 2,730 | 37,407 |
End of period | 13,173 | 2,856 |
Supplemental disclosure of cash flow information | ' | ' |
Cash paid during the period for taxes | 168 | 0 |
Cash paid during the period for interest | 1,741 | 4 |
Supplemental disclosure of non-cash investing and financing activity | ' | ' |
Stock-based compensation capitalized as property, plant and equipment | 397 | 299 |
Purchases of property plant and equipment in accounts payable | $4,682 | $7,069 |
Nature_of_Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2014 | |
Nature of operations [Abstract] | ' |
Nature of Operations | ' |
Nature of Operations | |
Independence Contract Drilling, Inc. (“we,” “us,” “our,” the “Company” or “ICD”) was incorporated in Delaware on November 4, 2011. We provide land-based contract drilling services for oil and natural gas producers targeting unconventional resource plays in the United States. We construct, own and operate a premium fleet comprised entirely of newly constructed, technologically advanced, custom designed ShaleDriller™ rigs that are specifically engineered and designed to optimize the development of our customers’ most technically demanding oil and gas properties. Our first rig began drilling in May 2012. | |
Our standardized fleet consisted of 12 premium rigs as of September 30, 2014. Of these 12 rigs, one was completed in August 2014, two are currently under construction and scheduled for completion in December of 2014 and the first quarter of 2015, and one was being upgraded with an integrated multi-directional walking system. This upgrade was completed in October 2014. Currently, ten of our twelve rigs contain our integrated multi-directional walking system that is specifically designed to optimize pad drilling for our customers. | |
Our business depends on the level of exploration and production activity by oil and gas companies operating in the U.S., and in particular, the regions where we actively market our contract drilling services. The oil and gas exploration and production industry is a historically cyclical industry characterized by significant changes in the levels of exploration and development activities. Oil and gas prices and market expectations of potential changes in those prices significantly affect the levels of those activities. Worldwide political, regulatory, economic, and military events as well as natural disasters have contributed to oil and gas price volatility and are likely to continue to do so in the future. Any prolonged reduction in the overall level of exploration and development activities in the U.S. and the regions where we market our contract drilling services, whether resulting from changes in oil and gas prices or otherwise, could materially and adversely affect our business. Subsequent to September 30, 2014, oil prices declined to near $80 per barrel. Further declines in oil prices, for a prolonged period, could adversely impact the level of exploration and production activity by our customers and the demand for our services. | |
Damage Sustained on Rig 102 | |
On March 9, 2014, one of our non-walking drilling rigs (Rig 102) suspended drilling operations due to damage to the rig’s mast and other operating equipment. We believe the cost to repair and replace this equipment is covered by insurance, subject to a $250,000 deductible. While under repair, we upgraded this rig by adding a substructure and other equipment that includes a multi-directional walking system. The cost of the upgrades will not be covered by insurance. The repairs and upgrades were completed in October 2014 and the upgraded rig was renamed Rig 208. We recorded an asset impairment charge of $4.7 million during the three months ended March 31, 2014, representing a preliminary estimate of the damage sustained to the rig. During the three months ended June 30, 2014, we recorded approximately $2.3 million in insurance proceeds related to repairing damage to the rig ($2.0 million) as well as the recovery of certain out-of-pocket expenses ($0.3 million), for which we had received a partial proof of loss from the insurance company. As of September 30, 2014, all of the $2.3 million had been collected. We expect to record additional insurance recoveries in future periods when the final proof of loss is obtained. We are currently unable to accurately estimate the total amount of the insurance recoveries related to this matter. | |
Stock Split | |
On July 14, 2014, our board of directors approved a resolution to effect a 1.57-for-1 stock split of our common stock in the form of a stock dividend. The dividend was distributed on July 24, 2014 to holders of record as of July 21, 2014. The earnings per share information and all common stock information in these financial statements have been retroactively restated for all periods presented to reflect this stock split. | |
Initial Public Offering | |
On August 7, 2014, our registration statement on Form S-1 (File No. 333-196914) (the "Form S-1") was declared effective by the Securities and Exchange Commission for our initial public offering pursuant to which we sold an aggregate of 11,500,000 shares of our common stock at a price to the public of $11.00 per share, which included 1,500,000 share of our common stock sold pursuant to the exercise by the underwriters in full of their option to purchase additional shares of common stock to cover over-allotments (the "Over-Allotment Option"). Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and Tudor, Pickering, Holt & Co. Securities, Inc. acted as book runners. We completed our initial public offering of 10,000,000 shares of our common stock on August 13, 2014 and subsequently closed the issuance and sale of the additional 1,500,000 shares of our common stock pursuant to the Over-Allotment Option on August 29, 2014. Our common stock trades on the New York Stock Exchange under the ticker symbol "ICD." Net proceeds from the offering were $116.5 million after deducting $7.6 million of underwriting discounts and commissions, as well as legal, accounting, printing and other expenses directly associated with the offering totaling $2.4 million. All of the outstanding borrowings on our revolving credit facility were repaid immediately following the offering. |
Interim_Financial_Information
Interim Financial Information | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Interim Financial Information | ' |
Interim Financial Information | |
These unaudited financial statements include all the accounts of ICD, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These financial statements should be read along with our audited financial statements for the year ended December 31, 2013, included in the Form S-1, as certain information and footnote disclosures included in annual financial statements prepared in accordance with GAAP have been omitted. In management’s opinion, these financial statements contain all adjustments necessary to fairly present our financial position, results of operations, cash flows and changes in equity for all periods presented. | |
As we had no items of other comprehensive income in any period presented, no other comprehensive income or comprehensive income is presented. | |
Interim results for the three and nine months ended September 30, 2014 may not be indicative of results that will be realized for the full year ending December 31, 2014. | |
Segment and Geographical Information | |
Our operations consist of one reportable segment because all of our drilling operations are located in the United States and have similar economic characteristics. Corporate management administers all properties as a whole rather than as discrete operating segments. Operational data is tracked by rig; however, financial performance is measured as a single enterprise and not on a rig-by-rig basis. Further, the allocation of capital resources is employed on a project-by-project basis across our entire asset base to maximize profitability without regard to individual geographic areas. | |
Recent Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board (FASB) issued an accounting standards update to provide guidance on the reporting of discontinued operations and the disclosures related to disposals of components of an entity. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. This guidance is effective for interim and annual periods that begin after December 15, 2014. Early application is permitted. We are currently evaluating the impact this will have on our consolidated financial statements. At this time, we do not believe it will materially impact our financial statements. | |
In May 2014, the FASB issued an accounting standards update to provide guidance on the recognition of revenue from customers. Under this guidance, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. This guidance also requires more detailed disclosures to enable users of the financial statements to understand the nature, amount, timing and uncertainty, if any, of revenue and cash flows arising from contracts with customers. This guidance is effective for interim and annual periods beginning after December 15, 2016. We are currently evaluating the impact this guidance will have on our consolidated financial statements. | |
In June 2014, the FASB issued an accounting standards update to provide guidance on the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. This guidance is effective for interim and annual periods beginning after December 15, 2015. We are currently evaluating the impact this guidance will have on our consolidated financial statements. | |
In August 2014, the FASB issued guidance requiring management to perform interim and annual assessments of an entity’s ability to continue as a going-concern within one year of the date the financial statements are issued. The standard also provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. An entity must provide certain disclosures if there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going-concern. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The new guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect that the adoption of this guidance will have an impact on our consolidated financial statements or disclosures. |
Financial_Instruments_and_Fair
Financial Instruments and Fair Value | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Financial Instruments and Fair Value | ' | |||||||||||||||
Financial Instruments and Fair Value | ||||||||||||||||
The carrying value of certain of our assets and liabilities, consisting primarily of cash and cash equivalents, accounts receivable and accounts payable, approximates their fair value due to the short-term nature of such instruments. Our financial instruments that are subject to fair value measurements consist of a warrant to purchase approximately 2.2 million shares of our common stock, held by Global Energy Services Operating, LLC (the "GES Warrant") and long-term debt. | ||||||||||||||||
The GES Warrant, which expires on March 2, 2015, contains a provision that protects the holder from a decline in the issue price of our common stock, or a “down-round” provision. Down-round provisions reduce the exercise or conversion price of a warrant or convertible instrument if a company either issues equity shares for a price that is lower than the exercise or conversion price of those instruments or issues new warrants or convertible instruments that have a lower exercise or conversion price. As a result of this provision, we account for this warrant as a liability. Following our initial public offering on August 13, 2014, and the full exercise of the Over-Allotment Option on August 29, 2014, the exercise price of the GES Warrant was reduced from $12.74 per share to $11.37 per share. | ||||||||||||||||
In accordance with Accounting Standards Codification 815 “Accounting for Derivative Instruments and Hedging Activities,” as amended, our warrant derivative liability is marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to earnings (loss) in the current period. Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||||||||||||||||
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. | ||||||||||||||||
This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. | ||||||||||||||||
The warrant liability was historically recorded at fair value using Level 3 inputs for the three and nine months ended September 30, 2013 and as of December 31, 2013. Significant Level 3 inputs used to calculate the fair value of the warrant include the estimated share price on the valuation date, expected volatility, risk-free interest rate and management’s assumptions regarding the likelihood of a future repricing of these warrants pursuant to the adjustment provision. Due to the initial public offering completed on August 13, 2014, the warrant liability was recorded at fair value using Level 1 inputs for the three and nine months ended September 30, 2014. It is expected that Level 1 inputs will be used going forward to value the warrant liability. | ||||||||||||||||
As of September 30, 2014 and December 31, 2013, the fair value of the GES Warrant was approximately $2.4 million and $3.2 million, respectively. We recorded a non-cash gain (loss) on warrant derivative associated with the changes in fair value of $(0.6) million and $0.8 million for the three and nine months ended September 30, 2014, respectively, and $0.4 million and $0.3 million for the three and nine months ended and September 30, 2013, respectively. | ||||||||||||||||
The following provides a reconciliation of financial liabilities measured at fair value on a recurring basis: | ||||||||||||||||
(in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Beginning balance | $ | 1,809 | $ | 4,302 | $ | 3,189 | $ | 4,224 | ||||||||
(Gain) loss on warrant derivative | 611 | (351 | ) | (769 | ) | (273 | ) | |||||||||
Ending balance | $ | 2,420 | $ | 3,951 | $ | 2,420 | $ | 3,951 | ||||||||
The fair value of our long-term debt is determined by Level 3 measurements based on quoted market prices and terms for similar instruments, where available, or on the amount of future cash flows associated with the debt, discounted using the current borrowing rate for comparable debt instruments. The estimated fair value of our long-term debt totaled $18.6 million as of December 31, 2013, compared to a carrying amount of $19.8 million as of December 31, 2013. We had no outstanding long-term debt as of September 30, 2014. | ||||||||||||||||
Fair value measurements were applied with respect to our non-financial assets and liabilities measured on a non-recurring basis, which would consist of measurements primarily related to goodwill, intangible assets and other long-lived assets, and assets acquired and liabilities assumed in the contribution transactions, completed March 2, 2012 pursuant to an asset contribution and share subscription agreement that involved the Company acquiring certain assets and liabilities of Global Energy Services Operating, LLC and Independence Contract Drilling, LLC. |
Inventory
Inventory | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory | ' | |||||||
Inventory | ||||||||
Inventory consisted of the following: | ||||||||
(in thousands) | September 30, 2014 | December 31, 2013 | ||||||
Rig components and supplies | $ | 1,871 | $ | 1,128 | ||||
We determined that no reserve for obsolescence was needed at September 30, 2014 or December 31, 2013. No inventory obsolescence expense was recognized during the three and nine months ended September 30, 2014 and 2013. |
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Liabilities | ' | |||||||
Accrued Liabilities | ||||||||
Accrued liabilities consisted of the following: | ||||||||
(in thousands) | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Accrued salaries and other compensation | $ | 1,840 | $ | 1,868 | ||||
Insurance | 1,169 | 485 | ||||||
Deferred mobilization revenues | 1,174 | 684 | ||||||
Property, sales and other taxes | 1,731 | 787 | ||||||
Other | 296 | 343 | ||||||
$ | 6,210 | $ | 4,167 | |||||
LongTerm_Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Long-Term Debt | ' |
Long-Term Debt | |
On May 10, 2013, we entered into a credit agreement (the “Credit Facility”) with a syndicate of financial institutions led by CIT Finance, LLC, that provided for a committed $60.0 million revolving credit facility and an additional uncommitted $20.0 million accordion feature that allowed for future increases in the facility. | |
On February 21, 2014 we amended our Credit Facility in order to increase the aggregate commitments from $60.0 million to $125.0 million. The final $25.0 million of commitments under the amended Credit Facility was subject to us obtaining additional equity or indebtedness, subordinated to the Credit Facility, of at least $40.0 million (“Junior Event”). The Credit Facility, as amended, also provided for an additional uncommitted $25.0 million accordion feature that allows for future increases in the facility. | |
On May 12, 2014, we amended our Credit Facility again, to expand the commitments not subject to the Junior Event from $100.0 million to $110.0 million. The amendment also adjusted the minimum EBITDA covenants contained in the Credit Facility to reflect the removal of Rig 102 from service during the pendency of its upgrade. As a result of our initial public offering completed on August 13, 2014, the final $25.0 of our $125.0 million Credit Facility became available to us. | |
On November 5, 2014, we amended our Credit Facility again to increase the commitments under the facility from $125.0 million to $155.0 million. In addition, the amendment provides for an additional uncommitted $125.0 million accordion feature that allows for future increases in borrowing availability. | |
Borrowings under the Credit Facility are subject to a borrowing base formula that allows for borrowings of up to 85% of eligible trade accounts receivable not more than 90 days outstanding, plus up to 75% of the appraised forced liquidation value of our eligible, completed and owned drilling rigs. Beginning on November 5, 2015, the 75% advance rate on our eligible completed and owned drilling rigs decreases by 1.25% per quarter. The amended Credit Facility matures on November 5, 2018. | |
At our election, interest under the Credit Facility is determined by reference at our option to either (i) the London Interbank Offered Rate (“LIBOR”), plus 4.5% or (ii) a “base rate” equal to the higher of the prime rate published by JP Morgan Chase Bank or three-month LIBOR plus 1%, plus in each case, 3.5%, the federal funds effective rate plus 0.05%. We also pay, on a quarterly basis, a commitment fee of 0.50% per annum on the unused portion of the Credit Facility commitment. The obligations under the Credit Facility are secured by all our assets and is unconditionally guaranteed by all of our future direct and indirect subsidiaries. | |
The amended Credit Facility contains various financial covenants including a leverage covenant, springing fixed charge coverage ratio and rig utilization ratio. Additionally, there are restrictive covenants that limit our ability to, among other things: incur or guarantee additional indebtedness or issue disqualified capital stock; transfer or sell assets; pay dividends or distributions, redeem subordinated indebtedness, make certain types of investments or make other restricted payments; create or incur liens; consummate a merger, consolidation or sale of all or substantially all assets; and engage in business other than a business that is the same or similar to the current business and reasonably related businesses. The Credit Facility does, however, permit us to incur up to$20.0 million of additional indebtedness for the purchase of additional rigs or rig equipment. | |
We had no outstanding borrowings under the Credit Facility at September 30, 2014. Remaining availability under the Credit Facility was $105.9 million at September 30, 2014, based on the borrowing base formula, and we are currently in compliance with all covenants under the Credit Facility. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||
Stock-Based Compensation | ||||||||||||||||
In March 2012, we adopted the 2012 Omnibus Long-Term Incentive Plan (the “2012 Plan”) providing for common stock-based awards to employees and to non-employee directors. The 2012 Plan permits the granting of various types of awards, including stock options, restricted stock and restricted stock units. Restricted stock and restricted stock units may be granted for no consideration other than prior and future services. The purchase price per share for stock options may not be less than the market price of the underlying stock on the date of grant. Stock options expire 10 years after the grant date. We have the right to satisfy option exercises from treasury shares and from authorized but unissued shares. | ||||||||||||||||
A summary of compensation cost recognized for stock-based payment arrangements is as follows: | ||||||||||||||||
(in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Compensation cost recognized: | ||||||||||||||||
Stock options | $ | 305 | $ | 278 | $ | 849 | $ | 813 | ||||||||
Restricted stock | 856 | 292 | 1,548 | 825 | ||||||||||||
Total stock-based compensation | $ | 1,161 | $ | 570 | $ | 2,397 | $ | 1,638 | ||||||||
Approximately $0.2 million and $0.4 million in stock-based compensation was capitalized in connection with rig construction activity during the three and nine months ended September 30, 2014, respectively. Approximately $0.1 million and $0.3 million in stock-based compensation was capitalized for the three and nine months ended September 30, 2013, respectively. | ||||||||||||||||
Stock Options | ||||||||||||||||
We use the Black-Scholes option pricing model to estimate the fair value of stock options granted to employees and non-employee directors. The fair value of the options are amortized to compensation expense on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. | ||||||||||||||||
There were no stock options granted during the nine month period ended September 30, 2014. The fair value calculations for options granted during the nine months ended September 30, 2013 are based on the following weighted-average assumptions: | ||||||||||||||||
2013 | ||||||||||||||||
Risk-free interest rate | 0.88 | % | ||||||||||||||
Expected volatility | 40 | % | ||||||||||||||
Dividend yield | — | |||||||||||||||
Expected term | 5.0 years | |||||||||||||||
Risk-Free Interest Rate | ||||||||||||||||
The risk-free interest rate was based on U.S. Treasury securities for the expected term of the option. | ||||||||||||||||
Expected Volatility Rate | ||||||||||||||||
Expected volatility was based on an analysis of volatilities for publicly traded companies engaged in the contract drilling business. | ||||||||||||||||
Expected Dividend Yield | ||||||||||||||||
We have no plans to pay dividends in the foreseeable future. | ||||||||||||||||
Expected Term | ||||||||||||||||
The expected term of the options granted represents the period of time that they are expected to be outstanding. We do not have any operating history with which to estimate the expected term, and have based our estimate upon the data available for other contract drilling companies and management estimates. | ||||||||||||||||
Based on these calculations, the weighted-average fair value per option granted during the nine months ended September 30, 2013 was $4.27. | ||||||||||||||||
A summary of stock option activity and related information for the nine months ended September 30, 2014 is as follows: | ||||||||||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||
Options | Weighted | |||||||||||||||
Average | ||||||||||||||||
Exercise | ||||||||||||||||
Price | ||||||||||||||||
Outstanding at January 1, 2014 | 963,196 | $ | 12.74 | |||||||||||||
Granted | — | — | ||||||||||||||
Exercised | — | — | ||||||||||||||
Forfeited/expired | — | — | ||||||||||||||
Outstanding at September 30, 2014 | 963,196 | $ | 12.74 | |||||||||||||
Exercisable September 30, 2014 | 602,880 | $ | 12.74 | |||||||||||||
A summary of our unvested stock options as of September 30, 2014, and the changes during the nine months then ended is presented below: | ||||||||||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||
Outstanding | Weighted | |||||||||||||||
Average | ||||||||||||||||
Grant-Date | ||||||||||||||||
Fair Value | ||||||||||||||||
Unvested as of January 1, 2014 | 620,412 | $ | 4.42 | |||||||||||||
Granted | — | — | ||||||||||||||
Vested | (260,096 | ) | 4.55 | |||||||||||||
Forfeited/expired | — | — | ||||||||||||||
Unvested as of September 30, 2014 | 360,316 | $ | 4.33 | |||||||||||||
The number of options vested at September 30, 2014 was 602,880 with a weighted average remaining contractual life of 7.6 years and a weighted-average exercise price of $12.74 per share. | ||||||||||||||||
As of September 30, 2014, the unrecognized compensation cost related to outstanding stock options was $1.0 million. This cost is expected to be recognized over a weighted-average period of 0.8 year. | ||||||||||||||||
Restricted Stock | ||||||||||||||||
Restricted stock awards consist of our common stock and vest over three to four years. We recognize compensation expense on a straight-line basis over the vesting period. The fair value of restricted stock awards is determined based on the fair market value of our shares on the grant date. As of September 30, 2014, there was $7.9 million of total unrecognized compensation cost related to unvested restricted stock awards. This cost is expected to be recognized over a weighted-average period of 1.5 years. | ||||||||||||||||
A summary of the status of our restricted stock awards as of September 30, 2014, and of changes in restricted stock outstanding during the nine months ended September 30, 2014, is as follows: | ||||||||||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||
Shares | Weighted | |||||||||||||||
Average | ||||||||||||||||
Grant-Date | ||||||||||||||||
Fair Value | ||||||||||||||||
Per Share | ||||||||||||||||
Outstanding at January 1, 2014 | 147,451 | $ | 12.48 | |||||||||||||
Granted | 692,235 | 11 | ||||||||||||||
Vested | (47,625 | ) | 12.38 | |||||||||||||
Forfeited/expired | — | — | ||||||||||||||
Outstanding at September 30, 2014 | 792,061 | $ | 11.19 | |||||||||||||
Restricted Stock Units | ||||||||||||||||
We have granted restricted stock units (RSUs) to key employees under the 2012 Plan. We have granted performance-based and market-based RSUs, where each unit represents the right to receive, at the end of a vesting period, up to two shares of ICD common stock with no exercise price. Vesting of the market-based RSUs is based on our three year total shareholder return (TSR) as measured against a three year TSR of a defined peer group and vesting of the performance-based RSUs is based on our cumulative EBITDA (CEBITDA), as defined in the restricted stock unit agreement, over a three year period. We use a Monte Carlo simulation model to value the TSR market-based RSUs. The fair value of the CEBITDA performance-based RSUs is based on the market price of our common stock on the date of grant. During the restriction period, the RSUs may not be transferred or encumbered, and the recipient does not receive dividend equivalents or have voting rights until the units vest. As of September 30, 2014, there was $4.1 million of total unrecognized compensation cost related to unvested RSUs. This cost is expected to be recognized over a weighted-average period of 1.5 years. | ||||||||||||||||
A summary of the status of our RSUs as of September 30, 2014, and of changes in RSUs outstanding during the nine months ended September 30, 2014, is as follows: | ||||||||||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||
RSUs | Weighted | |||||||||||||||
Average | ||||||||||||||||
Grant-Date | ||||||||||||||||
Fair Value | ||||||||||||||||
Per Share | ||||||||||||||||
Outstanding at January 1, 2014 | — | $ | — | |||||||||||||
Granted | 304,832 | 9.63 | ||||||||||||||
Vested and converted | — | — | ||||||||||||||
Forfeited/expired | — | — | ||||||||||||||
Outstanding at September 30, 2014 | 304,832 | $ | 9.63 | |||||||||||||
Stockholders_Equity_and_Earnin
Stockholders’ Equity and Earnings (loss) per Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Stockholders' Equity and Earnings (loss) per Share | ' | |||||||||||||||
Stockholders’ Equity and Earnings (loss) per Share | ||||||||||||||||
As of September 30, 2014, we had a total of 24,572,005 shares of common stock, $0.01 par value, issued and outstanding, including 792,061 shares of restricted stock and 84,854 shares held as treasury stock. Total authorized common stock is 100,000,000 shares. | ||||||||||||||||
Basic earnings (loss) per common share (“EPS”) is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. A reconciliation of the numerators and denominators of the basic and diluted losses per share computations is as follows: | ||||||||||||||||
(in thousands, except per share data) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net income (loss) (numerator): | $ | (1,413 | ) | $ | 576 | $ | (3,562 | ) | $ | (1,789 | ) | |||||
Earnings (loss) per share: | ||||||||||||||||
Basic | $ | (0.07 | ) | $ | 0.05 | $ | (0.24 | ) | $ | (0.15 | ) | |||||
Diluted | $ | (0.07 | ) | $ | 0.05 | $ | (0.24 | ) | $ | (0.15 | ) | |||||
Shares (denominator): | ||||||||||||||||
Weighted-average number of shares outstanding - basic | 19,174 | 12,180 | 14,563 | 12,179 | ||||||||||||
Net effect of dilutive stock options, warrants and restricted stock units | — | 76 | — | — | ||||||||||||
Weighted-average number of shares outstanding - diluted | 19,174 | 12,256 | 14,563 | 12,179 | ||||||||||||
For all periods presented, the computation of diluted earnings (loss) per share excludes the dilutive effect of certain outstanding stock options and warrants because their inclusion would be anti-dilutive. The number of options and warrants that were excluded from diluted earnings (loss) per share were 3,161,196 and 2,992,420 during the three months ended September 30, 2014 and 2013 respectively, and 3,161,196 and 3,205,548 during the nine months ended September 30, 2014 and 2013 respectively. Restricted stock units, which are not participating securities, excluded from our basic and diluted earnings (loss) per share, because they are anti-dilutive, were 304,832 and zero for the three months ended September 30, 2014 and 2013, respectively, and 304,832 and zero for the nine months ended September 30, 2014 and 2013, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
Purchase Commitments | ||||
As of September 30, 2014, we had outstanding purchase commitments to a number of suppliers totaling $77.0 million related primarily to the construction of drilling rigs. | ||||
Lease Commitments | ||||
We lease certain equipment and vehicles under non-cancelable operating leases. The minimum rental commitments under non-cancelable operating leases, with lease terms in excess of one year subsequent to September 30, 2014, were as follows: | ||||
(in thousands) | ||||
2014 | $ | 161 | ||
2015 | 637 | |||
2016 | 327 | |||
2017 | 139 | |||
2018 | 49 | |||
Thereafter | 50 | |||
$ | 1,363 | |||
Contingencies | ||||
Our operations inherently expose us to various liabilities and exposures that could result in third party lawsuits, claims and other causes of action. While we insure against the risk of these proceedings to the extent deemed prudent by our management, we can offer no assurance that the type or value of this insurance will meet the liabilities that may arise from any pending or future legal proceedings related to our business activities. |
Related_Parties
Related Parties | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Parties | ' |
Related Parties | |
During 2011, we entered into the Contribution Agreement with GES. Two of our directors as of September 30, 2014, also were directors of the parent company of GES. | |
We purchased certain items used in the construction of our drilling rigs from an affiliate of GES. Total purchases from this vendor during the nine months ended September 30, 2014 amounted to $1.5 million and we had outstanding payables totaling $14,300 with this vendor as of September 30, 2014. We did not transact any business with this vendor in the prior year periods. | |
One of our directors is also a director of Axon Pressure Products. Total purchases from this vendor were $5.7 million and $0.4 million during the nine months ended September 30, 2014 and the twelve months ended December 31, 2013, respectively. We had outstanding payables totaling $0.4 million as of September 30, 2014. We did not have any outstanding payables with this vendor as of December 31, 2013. | |
One of our directors is also a director of one of our customers. We recorded $1.4 million and $0.9 million in revenues with this customer for the nine months ended September 30, 2014 and the twelve months ended December 31, 2013, respectively. We had no outstanding trade receivables with this customer as of September 30, 2014 and we had $0.9 million in outstanding trade receivables as of December 31, 2013. |
Interim_Financial_Information_
Interim Financial Information (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Segment and Geographical Information | ' |
Segment and Geographical Information | |
Our operations consist of one reportable segment because all of our drilling operations are located in the United States and have similar economic characteristics. Corporate management administers all properties as a whole rather than as discrete operating segments. Operational data is tracked by rig; however, financial performance is measured as a single enterprise and not on a rig-by-rig basis. Further, the allocation of capital resources is employed on a project-by-project basis across our entire asset base to maximize profitability without regard to individual geographic areas. | |
Reclassification of Prior Year Presentation | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board (FASB) issued an accounting standards update to provide guidance on the reporting of discontinued operations and the disclosures related to disposals of components of an entity. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. This guidance is effective for interim and annual periods that begin after December 15, 2014. Early application is permitted. We are currently evaluating the impact this will have on our consolidated financial statements. At this time, we do not believe it will materially impact our financial statements. | |
In May 2014, the FASB issued an accounting standards update to provide guidance on the recognition of revenue from customers. Under this guidance, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. This guidance also requires more detailed disclosures to enable users of the financial statements to understand the nature, amount, timing and uncertainty, if any, of revenue and cash flows arising from contracts with customers. This guidance is effective for interim and annual periods beginning after December 15, 2016. We are currently evaluating the impact this guidance will have on our consolidated financial statements. | |
In June 2014, the FASB issued an accounting standards update to provide guidance on the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. This guidance is effective for interim and annual periods beginning after December 15, 2015. We are currently evaluating the impact this guidance will have on our consolidated financial statements. | |
In August 2014, the FASB issued guidance requiring management to perform interim and annual assessments of an entity’s ability to continue as a going-concern within one year of the date the financial statements are issued. The standard also provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. An entity must provide certain disclosures if there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going-concern. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. The new guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. We do not expect that the adoption of this guidance will have an impact on our consolidated financial statements or disclosures. |
Financial_Instruments_and_Fair1
Financial Instruments and Fair Value (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Reconciliation of Financial Liabilities | ' | |||||||||||||||
The following provides a reconciliation of financial liabilities measured at fair value on a recurring basis: | ||||||||||||||||
(in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Beginning balance | $ | 1,809 | $ | 4,302 | $ | 3,189 | $ | 4,224 | ||||||||
(Gain) loss on warrant derivative | 611 | (351 | ) | (769 | ) | (273 | ) | |||||||||
Ending balance | $ | 2,420 | $ | 3,951 | $ | 2,420 | $ | 3,951 | ||||||||
Inventory_Tables
Inventory (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory | ' | |||||||
Inventory consisted of the following: | ||||||||
(in thousands) | September 30, 2014 | December 31, 2013 | ||||||
Rig components and supplies | $ | 1,871 | $ | 1,128 | ||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accrued Liabilities | ' | |||||||
Accrued liabilities consisted of the following: | ||||||||
(in thousands) | ||||||||
September 30, 2014 | December 31, 2013 | |||||||
Accrued salaries and other compensation | $ | 1,840 | $ | 1,868 | ||||
Insurance | 1,169 | 485 | ||||||
Deferred mobilization revenues | 1,174 | 684 | ||||||
Property, sales and other taxes | 1,731 | 787 | ||||||
Other | 296 | 343 | ||||||
$ | 6,210 | $ | 4,167 | |||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Summary of Compensation Cost | ' | |||||||||||||||
A summary of compensation cost recognized for stock-based payment arrangements is as follows: | ||||||||||||||||
(in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Compensation cost recognized: | ||||||||||||||||
Stock options | $ | 305 | $ | 278 | $ | 849 | $ | 813 | ||||||||
Restricted stock | 856 | 292 | 1,548 | 825 | ||||||||||||
Total stock-based compensation | $ | 1,161 | $ | 570 | $ | 2,397 | $ | 1,638 | ||||||||
Schedule of Options, Valuation Assumptions | ' | |||||||||||||||
The fair value calculations for options granted during the nine months ended September 30, 2013 are based on the following weighted-average assumptions: | ||||||||||||||||
2013 | ||||||||||||||||
Risk-free interest rate | 0.88 | % | ||||||||||||||
Expected volatility | 40 | % | ||||||||||||||
Dividend yield | — | |||||||||||||||
Expected term | 5.0 years | |||||||||||||||
Schedule of Stock Options Activity | ' | |||||||||||||||
A summary of stock option activity and related information for the nine months ended September 30, 2014 is as follows: | ||||||||||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||
Options | Weighted | |||||||||||||||
Average | ||||||||||||||||
Exercise | ||||||||||||||||
Price | ||||||||||||||||
Outstanding at January 1, 2014 | 963,196 | $ | 12.74 | |||||||||||||
Granted | — | — | ||||||||||||||
Exercised | — | — | ||||||||||||||
Forfeited/expired | — | — | ||||||||||||||
Outstanding at September 30, 2014 | 963,196 | $ | 12.74 | |||||||||||||
Exercisable September 30, 2014 | 602,880 | $ | 12.74 | |||||||||||||
A summary of our unvested stock options as of September 30, 2014, and the changes during the nine months then ended is presented below: | ||||||||||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||
Outstanding | Weighted | |||||||||||||||
Average | ||||||||||||||||
Grant-Date | ||||||||||||||||
Fair Value | ||||||||||||||||
Unvested as of January 1, 2014 | 620,412 | $ | 4.42 | |||||||||||||
Granted | — | — | ||||||||||||||
Vested | (260,096 | ) | 4.55 | |||||||||||||
Forfeited/expired | — | — | ||||||||||||||
Unvested as of September 30, 2014 | 360,316 | $ | 4.33 | |||||||||||||
Schedule of Restricted Stock Activity | ' | |||||||||||||||
A summary of the status of our restricted stock awards as of September 30, 2014, and of changes in restricted stock outstanding during the nine months ended September 30, 2014, is as follows: | ||||||||||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||
Shares | Weighted | |||||||||||||||
Average | ||||||||||||||||
Grant-Date | ||||||||||||||||
Fair Value | ||||||||||||||||
Per Share | ||||||||||||||||
Outstanding at January 1, 2014 | 147,451 | $ | 12.48 | |||||||||||||
Granted | 692,235 | 11 | ||||||||||||||
Vested | (47,625 | ) | 12.38 | |||||||||||||
Forfeited/expired | — | — | ||||||||||||||
Outstanding at September 30, 2014 | 792,061 | $ | 11.19 | |||||||||||||
Stockholders_Equity_and_Earnin1
Stockholders’ Equity and Earnings (loss) per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Reconciliation of Numerators and Denominators of Basic and Diluted Losses Per Share | ' | |||||||||||||||
A reconciliation of the numerators and denominators of the basic and diluted losses per share computations is as follows: | ||||||||||||||||
(in thousands, except per share data) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net income (loss) (numerator): | $ | (1,413 | ) | $ | 576 | $ | (3,562 | ) | $ | (1,789 | ) | |||||
Earnings (loss) per share: | ||||||||||||||||
Basic | $ | (0.07 | ) | $ | 0.05 | $ | (0.24 | ) | $ | (0.15 | ) | |||||
Diluted | $ | (0.07 | ) | $ | 0.05 | $ | (0.24 | ) | $ | (0.15 | ) | |||||
Shares (denominator): | ||||||||||||||||
Weighted-average number of shares outstanding - basic | 19,174 | 12,180 | 14,563 | 12,179 | ||||||||||||
Net effect of dilutive stock options, warrants and restricted stock units | — | 76 | — | — | ||||||||||||
Weighted-average number of shares outstanding - diluted | 19,174 | 12,256 | 14,563 | 12,179 | ||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Minimum Rental Commitments Under Non-Cancelable Operating Leases | ' | |||
The minimum rental commitments under non-cancelable operating leases, with lease terms in excess of one year subsequent to September 30, 2014, were as follows: | ||||
(in thousands) | ||||
2014 | $ | 161 | ||
2015 | 637 | |||
2016 | 327 | |||
2017 | 139 | |||
2018 | 49 | |||
Thereafter | 50 | |||
$ | 1,363 | |||
Nature_of_Operations_Details
Nature of Operations (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | |||||||||||||
Jul. 14, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Oct. 01, 2014 | Sep. 30, 2014 | Aug. 13, 2014 | Aug. 07, 2014 | Aug. 13, 2014 | Aug. 07, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Mar. 09, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Subsequent event | IPO | IPO | IPO | Over-allotment option | Over-allotment option | Operating rig | Completed rig | Under repair rig | Under repair rig | Under repair rig | Multi-directional walking system | Construction in progress rig | ||||||
drilling_rig | drilling_rig | drilling_rig | drilling_rig | drilling_rig | ||||||||||||||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of rigs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 | 1 | ' | 1 | ' | 10 | 2 |
Price Per Barrel | ' | ' | ' | ' | ' | $80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating equipment insurance deductible | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' |
Impairment charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,700,000 | ' | ' | ' | ' |
Insurance proceeds related to damaged rig | ' | 2,300,000 | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of rig repairs | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Out of pocket expense, rig repair | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock split conversion ratio | 1.57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares outstanding | ' | ' | 24,572,005 | ' | 12,397,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | ' | ' | 24,656,859 | ' | 12,464,625 | ' | ' | 10,000,000 | 11,500,000 | 1,500,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' |
Share price | ' | ' | ' | ' | ' | ' | ' | ' | $11 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance initial public offering | ' | ' | 116,496,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Underwriting discounts and commissions expense | ' | ' | ' | ' | ' | ' | 7,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expenses directly associated with the offering | ' | ' | ' | ' | ' | ' | $2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interim_Financial_Information_1
Interim Financial Information (Details) | 9 Months Ended |
Sep. 30, 2014 | |
segment | |
Accounting Policies [Abstract] | ' |
Reportable segments | 1 |
Financial_Instruments_and_Fair2
Financial Instruments and Fair Value (Reconciliation of Financial Liabilities) (Details) (Derivative warrant, USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2013 |
Level 1 | Level 1 | Level 3 | Level 3 | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ' |
Beginning balance | $1,809 | ' | $4,302 | $4,224 | $3,189 |
(Gain) loss on warrant derivative | 611 | -769 | -351 | -273 | ' |
Ending balance | $2,420 | $2,420 | $3,951 | $3,951 | $3,189 |
Financial_Instruments_and_Fair3
Financial Instruments and Fair Value (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||||
Share data in Millions, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Aug. 29, 2014 | Aug. 28, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Exercise price GES Warrant | ' | ' | ' | ' | $11.37 | $12.74 | ' |
Gain (loss) on warrant derivative | ($611,000) | $351,000 | $769,000 | $273,000 | ' | ' | ' |
Long-term debt, fair value | ' | ' | ' | ' | ' | ' | 18,600,000 |
Long-term debt | $0 | ' | $0 | ' | ' | ' | $19,780,000 |
GES warrant | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right, outstanding | 2.2 | ' | 2.2 | ' | ' | ' | ' |
Inventory_Details
Inventory (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Rig components and supplies | $1,871 | $1,128 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Accrued salaries and other compensation | $1,840 | $1,868 |
Insurance | 1,169 | 485 |
Deferred mobilization revenues | 1,174 | 684 |
Property, sales and other taxes | 1,731 | 787 |
Other | 296 | 343 |
Accrued liabilities | $6,210 | $4,167 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | 12-May-14 | Sep. 30, 2014 | 12-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Aug. 13, 2014 | 12-May-14 | Feb. 21, 2014 | 10-May-13 | Nov. 05, 2014 | Feb. 21, 2014 | 10-May-13 | Nov. 05, 2014 | Aug. 13, 2014 | Feb. 21, 2014 | Feb. 21, 2015 | Nov. 05, 2014 |
Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Revolving credit facility | Scenario, forecast | Scenario, forecast | |||
Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Line of credit | Junior subordinated debt | Junior subordinated debt | Revolving credit facility | Revolving credit facility | ||||||
LIBOR | Three-month LIBOR | Federal Funds, Effective Rate | CIT Finance, LLC syndicate | CIT Finance, LLC syndicate | CIT Finance, LLC syndicate | CIT Finance, LLC syndicate | CIT Finance, LLC syndicate | CIT Finance, LLC syndicate | CIT Finance, LLC syndicate | CIT Finance, LLC syndicate | CIT Finance, LLC syndicate | CIT Finance, LLC syndicate | |||||||||
Subsequent event | Accordion feature | Accordion feature | Accordion feature | ||||||||||||||||||
Subsequent event | |||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | $125,000,000 | ' | $125,000,000 | $60,000,000 | $155,000,000 | ' | ' | $125,000,000 | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | 20,000,000 | ' | ' | ' | ' | ' |
Contingent commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | 25,000,000 | ' | ' |
Junior event | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' |
Maximum borrowing capacity not subject to restrictions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing limit based on eligible trade accounts | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Eligible trade accounts receivable days outstanding limit | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing limit based on appraised forced liquidation of eligible completed and owned drilling rigs | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% |
Decrease borrowing limit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' |
Interest rate, basis spread | ' | ' | ' | ' | ' | ' | 4.50% | 1.00% | 0.05% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, basis spread based on availability | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee on unused capacity (as a percentage) | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, higher borrowing capacity option | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | 0 | 19,780,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining availability | ' | ' | ' | ' | ' | $105,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Compen
Stock-Based Compensation (Compensation Cost) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | $1,161 | $570 | $2,397 | $1,638 |
Stock options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | 305 | 278 | 849 | 813 |
Restricted stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Total stock-based compensation | $856 | $292 | $1,548 | $825 |
StockBased_Compensation_Fair_V
Stock-Based Compensation (Fair Value Assumptions) (Details) (Stock options) | 9 Months Ended |
Sep. 30, 2013 | |
Stock options | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Risk-free interest rate | 0.88% |
Expected volatility | 40.00% |
Dividend yield | 0.00% |
Expected term | '5 years |
StockBased_Compensation_Stock_
Stock-Based Compensation (Stock Option Activity) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Options | ' |
Beginning balance | 963,196 |
Granted | 0 |
Exercised | 0 |
Forfeited/expired | 0 |
Ending balance | 963,196 |
Exercisable | 602,880 |
Weighted Average Exercise Price | ' |
Beginning balance | $12.74 |
Granted | $0 |
Exercised | $0 |
Forfeited/expired | $0 |
Ending balance | $12.74 |
Exercisable, Weighted-average exercise price | $12.74 |
StockBased_Compensation_Unvest
Stock-Based Compensation (Unvested Stock Option Activity) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Outstanding | ' | ' |
Beginning balance | 620,412 | ' |
Granted | 0 | ' |
Vested | -260,096 | ' |
Forfeited/expired | 0 | ' |
Ending balance | 360,316 | ' |
Weighted Average Grant-Date Fair Value | ' | ' |
Beginning balance | $4.42 | ' |
Granted | $0 | $4.27 |
Vested | $4.55 | ' |
Forfeited/expired | $0 | ' |
Ending balance | $4.33 | ' |
StockBased_Compensation_Restri
Stock-Based Compensation (Restricted Stock Activity) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Shares | ' |
Beginning balance | 0 |
Granted | 304,832 |
Vested | 0 |
Forfeited/expired | 0 |
Ending balance | 304,832 |
Weighted Average Grant-Date Fair Value Per Share | ' |
Beginning balance | $0 |
Granted | $9.63 |
Vested | $0 |
Forfeited/expired | $0 |
Ending balance | $9.63 |
Restricted stock | ' |
Shares | ' |
Beginning balance | 147,451 |
Granted | 692,235 |
Vested | -47,625 |
Forfeited/expired | 0 |
Ending balance | 792,061 |
Weighted Average Grant-Date Fair Value Per Share | ' |
Beginning balance | $12.48 |
Granted | $11 |
Vested | $12.38 |
Forfeited/expired | $0 |
Ending balance | $11.19 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Options granted | ' | ' | 0 | ' |
Employee service share-based compensation, allocation of recognized period costs, capitalized amount | $184,000 | $104,000 | $397,000 | $299,000 |
Exercisable | 602,880 | ' | 602,880 | ' |
Granted | ' | ' | $0 | $4.27 |
Equity instruments, other than options granted | ' | ' | 304,832 | ' |
Remaining contractual life | ' | ' | '7 years 7 months 6 days | ' |
Weighted-average exercise price | $12.74 | ' | $12.74 | ' |
Stock options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Unrecognized compensation costs | 1,000,000 | ' | 1,000,000 | ' |
Weighted average recognition period | ' | ' | '9 months 18 days | ' |
Restricted stock | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Equity instruments, other than options granted | ' | ' | 692,235 | ' |
Unrecognized compensation costs | 7,900,000 | ' | 7,900,000 | ' |
Weighted average recognition period | ' | ' | '1 year 6 months | ' |
Restricted stock | Minimum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Vesting period | ' | ' | '3 years | ' |
Restricted stock | Maximum | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Vesting period | ' | ' | '4 years | ' |
Restricted stock units (RSUs) | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Unrecognized compensation costs | $4,100,000 | ' | $4,100,000 | ' |
Weighted average recognition period | ' | ' | '1 year 6 months | ' |
Vesting period | '3 years | ' | ' | ' |
2012 Plan | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Options granted | ' | ' | 0 | ' |
2012 Plan | Stock options | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock option expiration period | ' | ' | '10 years | ' |
Stockholders_Equity_and_Earnin2
Stockholders’ Equity and Earnings (loss) per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Numerator [Abstract] | ' | ' | ' | ' | ' |
Net loss | ($1,413) | $576 | ($3,562) | ($1,789) | ' |
Basic | ($0.07) | $0.05 | ($0.24) | ($0.15) | ' |
Diluted | ($0.07) | $0.05 | ($0.24) | ($0.15) | ' |
Denominator [Abstract] | ' | ' | ' | ' | ' |
Weighted-average number of shares outstanding - basic | 19,174,000 | 12,180,000 | 14,563,000 | 12,179,000 | ' |
Net effect of dilutive stock options, warrants and restricted stock units | 0 | 76,000 | 0 | 0 | ' |
Weighted-average number of shares outstanding - diluted | 19,174,000 | 12,256,000 | 14,563,000 | 12,179,000 | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
Common stock, par value | $0.01 | ' | $0.01 | ' | $0.01 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 304,832 | ' | 304,832 | ' | 0 |
Treasury stock, number of shares held | 84,854 | ' | 84,854 | ' | ' |
Shares authorized | 100,000,000 | ' | 100,000,000 | ' | 100,000,000 |
Warrant and stock option | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
Antidilutive securities | 3,161,196 | 2,992,420 | 3,161,196 | 3,205,548 | ' |
Restricted stock | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
Antidilutive securities | 304,832 | 0 | 304,832 | 0 | ' |
Common Stock | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' |
Shares, Outstanding | 24,572,005 | ' | 24,572,005 | ' | 12,397,900 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Purchase commitments | $77,000,000 | ' |
2014 | ' | 161,000 |
2015 | ' | 637,000 |
2016 | ' | 327,000 |
2017 | ' | 139,000 |
Operating Leases, Future Minimum Payments, Due in Five Years | ' | 49,000 |
Operating Leases, Future Minimum Payments, Due Thereafter | ' | 50,000 |
Total future lease payments | ' | $1,363,000 |
Related_Parties_Details
Related Parties (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Affiliated entity | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Purchases | $1,500,000 | ' |
Outstanding payables | 14,300 | ' |
Axon Pressure Products | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Purchases | 5,700,000 | 400,000 |
Outstanding payables | 400,000 | ' |
Director | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Recorded revenue | 1,400,000 | 900,000 |
Trade receivables | $0 | $900,000 |