Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 13, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Independence Contract Drilling, Inc. | ||
Entity Central Index Key | 1537028 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 24,629,333 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $0 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 01, 2012 |
In Thousands, unless otherwise specified | |||
Assets | |||
Cash and cash equivalents | $10,757 | $2,730 | |
Accounts receivable, net | 19,127 | 9,089 | |
Inventory | 2,124 | 1,128 | |
Vendor advances | 0 | 6,168 | |
Deferred taxes | 323 | 0 | |
Prepaid expenses and other current assets | 3,969 | 2,042 | |
Total current assets | 36,300 | 21,157 | |
Property, plant and equipment, net | 250,498 | 129,488 | |
Goodwill | 0 | 11,007 | |
Other intangible assets, net | 0 | 22,357 | |
Other long-term assets, net | 2,749 | 959 | |
Total assets | 289,547 | 184,968 | |
Liabilities | |||
Accounts payable | 21,993 | 9,061 | |
Accrued liabilities | 6,970 | 4,167 | |
Deferred taxes | 0 | 149 | |
Income taxes payable | 408 | 157 | |
Total current liabilities | 29,371 | 13,534 | |
Long-term debt | 22,519 | 19,780 | |
Warrant derivative liability | 0 | 3,189 | |
Other long-term liabilities, net | 598 | 0 | |
Deferred taxes | 323 | 3,593 | |
Total liabilities | 52,811 | 40,096 | |
Commitments and contingencies (Note 12) | |||
Stockholders’ equity | |||
Common stock, $0.01 par value, 100,000,000 shares authorized; 24,714,344 and 12,464,625 issued, respectively; 24,629,333 and 12,397,900 outstanding, respectively | 246 | 124 | |
Additional paid-in capital | 272,750 | 152,615 | |
Accumulated deficit | -35,289 | -7,121 | |
Treasury shares, at cost, 85,011 shares | -971 | -746 | |
Total stockholders’ equity | 236,736 | 144,872 | |
Total liabilities and stockholders’ equity | 289,547 | 184,968 | |
GES Drilling Services | |||
Assets | |||
Cash and cash equivalents | 6,305 | ||
Accounts receivable, net | 1,326 | ||
Inventory | 6,057 | ||
Prepaid expenses and other current assets | 1,254 | ||
Total current assets | 14,942 | ||
Property, plant and equipment, net | 4,591 | ||
Goodwill | 1,002 | ||
Other intangible assets, net | 3,260 | ||
Total assets | 23,795 | ||
Liabilities | |||
Accounts payable | 7,107 | ||
Billings in excess of related costs and estimated earnings | 12,735 | ||
Customer deposits | 21 | ||
Accrued liabilities | 2,856 | ||
Current portion of long-term debt | 150 | ||
Total current liabilities | 22,869 | ||
Long-term debt | 1,975 | ||
Total liabilities | 24,844 | ||
Commitments and contingencies (Note 12) | |||
Stockholders’ equity | |||
Common stock, $0.01 par value, 100,000,000 shares authorized; 24,714,344 and 12,464,625 issued, respectively; 24,629,333 and 12,397,900 outstanding, respectively | 0 | ||
Additional paid-in capital | 5,827 | ||
Members' Equity | 6,207 | ||
Accumulated deficit | -13,083 | ||
Total stockholders’ and members’ equity | -1,049 | ||
Total liabilities and stockholders’ equity | $23,795 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 01, 2012 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 24,714,344 | 12,464,625 | |
Common stock, shares outstanding | 24,629,333 | 12,397,900 | |
Treasury Stock, shares | 85,011 | 85,011 | |
GES Drilling Services | |||
Common stock, par value (in dollars per share) | $0 | ||
Common stock, shares authorized | 5,000 | ||
Common stock, shares issued | 1,125 | ||
Common stock, shares outstanding | 1,125 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 2 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2012 |
Revenues | $70,347 | $42,786 | $15,123 | |
Costs and expenses | ||||
Operating costs | 42,654 | 28,401 | 15,400 | |
Selling, general and administrative | 12,222 | 8,911 | 7,813 | |
Depreciation and amortization | 16,181 | 10,186 | 5,904 | |
Goodwill impairment and other charges | 30,627 | 0 | 0 | |
Asset impairment, net of insurance recoveries | 1,711 | 0 | 0 | |
(Gain) loss on disposition of assets | 19 | -55 | 0 | |
Total cost and expenses | 103,414 | 47,443 | 29,117 | |
Operating loss | -33,067 | -4,657 | -13,994 | |
Interest expense | -1,648 | -257 | -10 | |
Gain on warrant derivative | 3,189 | 1,035 | 3,655 | |
Loss before income taxes | -31,526 | -3,879 | -10,349 | |
Income tax benefit | -3,358 | -1,882 | -5,401 | |
Net loss | -28,168 | -1,997 | -4,948 | |
Loss per share: | ||||
Basic (in dollars per share) | ($1.65) | ($0.16) | ($0.49) | |
Diluted (in dollars per share) | ($1.65) | ($0.16) | ($0.49) | |
Weighted average number of common shares outstanding: | ||||
Basic | 17,078 | 12,179 | 10,141 | |
Diluted | 17,078 | 12,179 | 10,141 | |
GES Drilling Services | ||||
Revenues | 7,698 | |||
Costs and expenses | ||||
OPERATING COSTS | 6,973 | |||
GROSS PROFIT | 725 | |||
Selling, general and administrative | 1,383 | |||
Depreciation and amortization | 92 | |||
Total cost and expenses | 1,475 | |||
Operating loss | -750 | |||
Interest expense | -15 | |||
Loss on forgiveness of related party balances | -6,063 | |||
Loss before income taxes | -6,828 | |||
Income tax benefit | -2,149 | |||
Net loss | ($4,679) |
Statements_of_Changes_in_Stock
Statements of Changes in Stockholders' Equity (USD $) | Total | GES Drilling Services | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Member Units [Member] | Accumulated Deficit | Accumulated Deficit | Treasury Stock |
In Thousands, except Share data, unless otherwise specified | GES Drilling Services | GES Drilling Services | GES Drilling Services | GES Drilling Services | ||||||
Beginning balance (in shares) at Dec. 31, 2011 | 1,125 | |||||||||
Stockholders’ and members’ equity, beginning balance at Dec. 31, 2011 | $3,630 | $0 | $5,827 | $6,207 | ($8,404) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | -4,679 | -4,679 | ||||||||
Ending balance (in shares) at Mar. 01, 2012 | 1,125 | |||||||||
Stockholders’ and members’ equity, ending balance at Mar. 01, 2012 | -1,049 | 0 | 5,827 | 6,207 | -13,083 | |||||
Beginning balance at Dec. 31, 2011 | -175 | 0 | 1 | -176 | 0 | |||||
Beginning balance (in shares) at Dec. 31, 2011 | 158 | 1,125 | ||||||||
Stockholders’ and members’ equity, beginning balance at Dec. 31, 2011 | 0 | 5,827 | 6,207 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock issued—contribution transaction (shares) | 3,923,038 | |||||||||
Stock issued—contribution transaction | 49,975 | 39 | 49,936 | |||||||
Stock issued (shares) | 8,264,323 | |||||||||
Stock issued | 98,358 | 83 | 98,275 | |||||||
Restricted stock issued (shares) | 246,490 | |||||||||
Restricted stock issued | 2 | -2 | ||||||||
Restricted stock forfeitures (shares) | -58,090 | |||||||||
Purchase of treasury stock (shares) | -66,725 | |||||||||
Purchase of treasury stock | -747 | -1 | -746 | |||||||
Stock-based compensation | 2,237 | 2,237 | ||||||||
Net loss | -4,948 | -4,948 | ||||||||
Ending balance at Dec. 31, 2012 | 144,700 | 123 | 150,447 | -5,124 | -746 | |||||
Ending balance (in shares) at Dec. 31, 2012 | 12,309,194 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Restricted stock issued (shares) | 88,706 | |||||||||
Restricted stock issued | 1 | -1 | ||||||||
Stock-based compensation | 2,169 | 2,169 | ||||||||
Net loss | -1,997 | -1,997 | ||||||||
Ending balance at Dec. 31, 2013 | 144,872 | 124 | 152,615 | -7,121 | -746 | |||||
Ending balance (in shares) at Dec. 31, 2013 | 12,397,900 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock issued (shares) | 11,500,000 | |||||||||
Stock issued | 116,458 | 115 | 116,343 | |||||||
Restricted stock issued (shares) | 749,720 | |||||||||
Restricted stock issued | 7 | -7 | ||||||||
Purchase of treasury stock (shares) | -18,287 | |||||||||
Purchase of treasury stock | -225 | -225 | ||||||||
Stock-based compensation | 3,799 | 3,799 | ||||||||
Net loss | -28,168 | -28,168 | ||||||||
Ending balance at Dec. 31, 2014 | $236,736 | $246 | $272,750 | ($35,289) | ($971) | |||||
Ending balance (in shares) at Dec. 31, 2014 | 24,629,333 |
Statements_of_Changes_in_Stock1
Statements of Changes in Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Statement of Stockholders' Equity [Abstract] | |
Initial public offering, offering costs | $10,042 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 2 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2012 |
Cash flows from operating activities | ||||
Net loss | ($28,168) | ($1,997) | ($4,948) | |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation and amortization | 16,181 | 10,186 | 5,904 | |
Goodwill impairment and other charges | 30,627 | 0 | 0 | |
Asset impairment, net of insurance recoveries | 1,711 | 0 | 0 | |
Stock-based compensation | 3,143 | 1,751 | 1,883 | |
Gain on warrant derivative | -3,189 | -1,035 | -3,655 | |
(Gain) loss on disposition of assets | 19 | -55 | 0 | |
Deferred taxes | -3,742 | -2,043 | -5,401 | |
Amortization of deferred financing costs | 668 | 251 | 0 | |
Bad debt provision | 123 | 93 | 256 | |
Accounts receivable | -10,161 | -3,802 | -5,638 | |
Inventory | -1,356 | -240 | -889 | |
Vendor advances | 0 | -3,977 | 546 | |
Prepaid expenses and other assets | -1,313 | -856 | -629 | |
Accounts payable and accrued liabilities | -985 | 6,978 | 3,402 | |
Income taxes payable | 251 | 157 | 0 | |
Related party receivable | 0 | 586 | 832 | |
Net cash provided by (used in) operating activities | 3,809 | 5,997 | -8,337 | |
Cash flows from investing activities | ||||
Cash acquired in contribution transaction | 0 | 0 | 17,082 | |
Purchases of property, plant and equipment | -115,388 | -59,689 | -66,864 | |
Proceeds from insurance claims | 2,038 | 0 | 0 | |
Proceeds from the sale of assets | 664 | 416 | 39 | |
Net cash used in investing activities | -112,686 | -59,273 | -49,743 | |
Cash flows from financing activities | ||||
Borrowings under credit facility | 137,681 | 36,986 | 0 | |
Repayments under credit facility | -134,942 | -17,206 | 0 | |
Repayment of other debt | 0 | 0 | -2,125 | |
Initial public offering proceeds, net of offering costs of $10,042 | 116,458 | 0 | 0 | |
Deferred financing costs | -2,068 | -1,181 | 0 | |
Purchase of treasury stock | -225 | 0 | -747 | |
Proceeds from 144A offering, net | 0 | 0 | 98,358 | |
Net cash provided by financing activities | 116,904 | 18,599 | 95,486 | |
Net increase (decrease) in cash and cash equivalents | 8,027 | -34,677 | 37,406 | |
Cash and cash equivalents | ||||
Beginning of period | 2,730 | 37,407 | 1 | 1 |
End of period | 10,757 | 2,730 | 37,407 | |
Supplemental disclosure of cash flow information | ||||
Cash paid during the period for taxes, net | 135 | 0 | 0 | |
Cash paid during the period for interest | 1,907 | 196 | 10 | |
GES Drilling Services | ||||
Cash flows from operating activities | ||||
Net loss | -4,679 | |||
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation and amortization | 169 | |||
Deferred taxes | -2,039 | |||
Bad debt provision | 343 | |||
Loss on forgiveness of related party balances | 6,063 | |||
Accounts receivable | 963 | |||
Inventory | -1,976 | |||
Prepaid expenses and other assets | -175 | |||
Accounts payable | 1,962 | |||
Billings in excess of related costs and estimated earnings | 2,011 | |||
Customer deposits | 2 | |||
Accrued liabilities | -328 | |||
Income taxes payable | -109 | |||
Related party payable | -6,064 | |||
Net cash provided by (used in) operating activities | -3,857 | |||
Cash flows from investing activities | ||||
Purchases of property, plant and equipment | -18 | |||
Net cash used in investing activities | -18 | |||
Cash flows from financing activities | ||||
Repayments under credit facility | -25 | |||
Net cash provided by financing activities | -25 | |||
Net increase (decrease) in cash and cash equivalents | -3,900 | |||
Cash and cash equivalents | ||||
Beginning of period | 10,205 | 10,205 | ||
End of period | 6,305 | |||
Supplemental disclosure of cash flow information | ||||
Cash paid during the period for taxes, net | 0 | |||
Cash paid during the period for interest | $15 |
Statements_of_Cash_Flows_Paren
Statements of Cash Flows (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Statement of Cash Flows [Abstract] | |
Initial public offering, offering costs | $10,042 |
Nature_of_Operations
Nature of Operations | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Nature of Operations [Line Items] | ||||
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 fourteen premium rigs as of December 31, 2014. Of these fourteen rigs, three are currently under construction and scheduled for completion in 2015. Currently, twelve of our fourteen 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. | ||||
In this regard, oil prices declined significantly during the second half of 2014 and have continued to decline in 2015. The closing price of oil was as high as $106.06 per barrel during the third quarter of 2014, as low as $44.08 per barrel in late January 2015 and around $49.84 per barrel during the last week in February 2015 (WTI spot price as reported by the United States Energy Information Administration). As a result of the decline in oil prices, our industry is now experiencing a severe downturn. Market conditions remain very dynamic and are changing quickly. Although the magnitude as well as the duration of this downturn are not yet known, we believe that 2015 will be a very challenging year for our industry. | ||||
We believe the vast majority of exploration and production companies, including our customers, have significantly reduced their 2015 capital spending plans. The initial impact of these spending reductions is evidenced by the published rig counts, which have declined more than 25% since their recent peak in October 2014, and we believe the rig count in the United States will significantly decline further in 2015. | ||||
As a result of this deterioration in market conditions, our customers are principally focused on their most economic wells and on maintaining their most cost efficient operations that deliver the overall lowest cost of producing their wells. As a result, operators are focusing more of their capital spending on horizontal drilling programs on multi-well pads compared to vertical drilling and are more focused on utilizing drilling equipment and techniques that optimize costs and efficiency. Thus, we believe this rapid market deterioration has significantly accelerated the pace of the ongoing land rig replacement cycle and continued shift to horizontal drilling from multi-well pads. | ||||
Although we believe that the current market downturn is rapidly increasing the focus of our customers towards the use of premium drilling rigs such as our ShaleDriller™, and that premium operations such as ours will be less affected by the downturn relative to operations conducted by legacy fleets, the rapid pace and level of the market decline has negatively impacted pricing, utilization and contract tenors for premium rigs, including our ShaleDriller™ rig. During 2014, we have operated our premium drilling fleet with 99.7% contractual utilization, but we do not expect to maintain this level of utilization while this current market downturn continues. Since December 31, 2014, one of our non-walking rigs has become idle and we are evaluating whether to continue marketing this rig or to upgrade it with our multi-directional walking system. We also have four other drilling rigs operating under contracts with terms expiring during the first half of 2015. We expect to market these rigs at substantially lower dayrates than their expiring contracts and at lower contractual utilization rates than where we historically have operated, and there can be no assurance that these rigs will remain operating at profitable levels. | ||||
Damage Sustained on Rig 102 | ||||
On March 9, 2014, one of our non-walking drilling rigs 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 were not covered by insurance. The repairs and upgrades were completed in October 2014 when the upgraded rig recommenced operations. 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 recoveries 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. In the fourth quarter of 2014, we recorded an additional $1.6 million in insurance recoveries related to repairing damage to the rig ($1.0 million) as well as the recovery of certain out-of-pocket expenses ($0.6 million), for which we had received a second partial proof of loss from the insurance company. We expect to record additional insurance recoveries estimated at approximately $1.3 million in the first quarter of 2015 when the final proof of loss is obtained. | ||||
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 shares of our common stock sold pursuant to the exercise by the underwriters in full of their Over-Allotment Option. 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. | ||||
Contribution Transactions | ||||
On March 2, 2012, certain contribution transactions were completed pursuant to an asset contribution and share subscription agreement (the “Contribution Agreement”) that involved the Company acquiring certain assets and liabilities of Global Energy Services Operating, LLC (“GES”), and Independence Contract Drilling LLC (“RigAssetCo”). Simultaneously with the closing of a private placement of the Company’s common stock, (the “Private Placement”) (i) GES contributed all of its rig manufacturing and related field service assets to us in exchange for $20.0 million of our common stock, the issuance of a warrant to purchase 2.2 million shares of our common stock (the “GES Warrant”) and the assumption by us of $2.1 million of long-term indebtedness; and (ii) RigAssetCo contributed substantially all of its assets to us in exchange for $29.98 million, payable in shares of our common stock (collectively, the “Contribution Transaction”). The assets contributed by RigAssetCo included (i) approximately $28.6 million of cash, reduced by cash payments made for management compensation, deposits on the manufacture of two drilling rigs and related equipment and (ii) two day rate drilling contracts. The common stock issued pursuant to the terms of the Contribution Agreement, as well as the exercise price under the GES Warrant, were determined using the same price as the stock issued in the “Private Placement.” In conjunction with the completion of the Contribution Transaction, GES was determined to be the predecessor for accounting purposes. | ||||
The transactions contemplated by the Contribution Agreement were structured with the intent that they qualify as a single tax-free contribution under Section 351 of the Internal Revenue Code of 1986. As a result, we did not receive a “step up” in taxable basis of the assets being transferred to us, but rather the historical tax basis of the assets contributed by GES and RigAssetCo were carried forward. | ||||
A summary of the assets acquired and liabilities assumed in connection with the GES transaction is set forth below: | ||||
Purchase price | ||||
Common stock issued (1,570,000 shares at approximately $12.74 per share) | $ | 20,000 | ||
GES warrant | 7,879 | |||
Total purchase price | $ | 27,879 | ||
Purchase price allocation | ||||
Cash | $ | 7,893 | ||
Accounts receivable | 1,426 | |||
Vendor deposits | 2,737 | |||
Land, buildings and equipment | 3,773 | |||
Construction in progress | 6,374 | |||
Intangibles | ||||
Rig manufacturing intellectual property | 27,376 | |||
Goodwill | 10,318 | |||
Total assets acquired | 59,897 | |||
Current liabilities | 19,252 | |||
Debt | 2,125 | |||
Deferred taxes | 10,641 | |||
Total liabilities assumed | 32,018 | |||
Allocated purchase price | $ | 27,879 | ||
The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair value on the transaction date. The allocation of fair value was based on third party appraisals and management’s estimates. The fair value of the GES warrant was estimated based upon the 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. The fair value calculation for the GES warrant included the following assumptions: | ||||
Risk-free interest rate | 0.64 | % | ||
Expected volatility | 40 | % | ||
Dividend yield | — | |||
Expected term | 3.0 years | |||
Risk-Free Interest Rate | ||||
The risk-free interest rate is based on U.S. Treasury securities with maturities that are the same as the expected term of the option. | ||||
Expected Volatility Rate | ||||
Expected volatilities are based on an analysis of volatilities for publicly traded companies engaged in the contract drilling business. | ||||
Expected Term | ||||
The expected term of the warrant represents the three year contractual term. The rig manufacturing intellectual property acquired in the GES transaction includes all rig designs, drawings, specifications and rig operation software and programming necessary for the Company to manufacture its various ShaleDriller™ rigs. The rig manufacturing intellectual property was valued using an avoided cost methodology that assumed $2.5 million in cost savings for each rig constructed as compared to buying rigs constructed by third parties. This savings is then discounted over our probability adjusted, planned rig construction schedule. This intellectual property was being amortized over a ten year period. | ||||
A term loan in the amount of $2.1 million was assumed in connection with the GES transaction and fully repaid on March 2, 2012. | ||||
A summary of the assets acquired and liabilities assumed in connection with the RigAssetCo transaction is set forth below: | ||||
Purchase price | ||||
Common stock issued (2,353,038 shares at approximately $12.74 per share) | $ | 29,975 | ||
Purchase price allocation | ||||
Cash | 9,236 | |||
Deposits | 19,131 | |||
Intangibles | ||||
Third party drilling contracts | 1,511 | |||
Goodwill | 689 | |||
Total assets acquired | 30,567 | |||
Deferred taxes | 592 | |||
Total liabilities assumed | 592 | |||
Allocated purchase price | $ | 29,975 | ||
The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair value on the transaction date. The allocation of fair value was based on third party appraisals and management’s estimates. | ||||
Third party drilling contracts represent an intangible asset that has a separate value apart from both the purchased tangible assets and other assets acquired in the RigAssetCo transaction. Two third party drilling contracts were acquired from RigAssetCo in the transaction, each with a term of six months with an optional six month renewal. The drilling contracts were valued using a discounted cash flow methodology and were amortized using the straight-line method over six months. The drilling contract intangible assets were fully amortized as of December 31, 2012. | ||||
Based on the purchase price allocations of the GES transaction and the RigAssetCo transaction it was determined that the fair values of the net assets acquired were less than the purchase price, resulting in the recording of $11.0 million in goodwill in total. This goodwill, all of which is nondeductible for tax purposes, was largely the result of efficiencies associated with constructing rigs for internal use. | ||||
Private Placement | ||||
As a condition of the closing of the Contribution Transaction, we completed the Private Placement of our common stock, pursuant to Rule 144A of the Securities Act of 1933, as amended. Pursuant to the Private Placement, a total of 8,264,323 shares of our common stock were issued at an offering price of $12.74 per share. | ||||
The following table summarizes the net proceeds we received in the Private Placement, after the deduction of applicable costs and expenses: | ||||
(in thousands) | ||||
Common stock (8,264,323 shares at approximately $12.74 per share) | $ | 105,278 | ||
Less: Initial purchasers discount | (5,419 | ) | ||
Other expenses | (1,501 | ) | ||
Net proceeds | $ | 98,358 | ||
Other expenses consisted of legal, accounting, printing and other closing costs directly associated with the Private Placement. | ||||
GES Drilling Services | ||||
Nature of Operations [Line Items] | ||||
Nature of Operations | Nature of Operations | |||
GES Drilling Services, A Division of GES Global Energy Services, Inc., is comprised of Global Energy Services Operating LLC (“GES LLC”) and Louisiana Electric Rig Services, Inc. (“LERS”), collectively referred to as “GES.” GES LLC is organized as a limited liability company in the state of Delaware and primarily engages in the engineering, design and construction of new land rigs and remanufactured complete land rig packages, and also sells and repairs related drilling equipment. Rigs, equipment and parts are sold primarily to oil, gas and energy-related companies. LERS is organized as a corporation in the state of Louisiana and is primarily engaged in the manufacture, repair, refurbishment, and modification of drilling rig generator controls, SCR systems, and power distribution systems. LERS components and parts are sold primarily to oil, gas and energy-related companies domestically and abroad. | ||||
Basis of Presentation | ||||
These combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All significant transactions and balances between the entities have been eliminated. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Nature of Operations [Line Items] | ||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | |||||||||||
Basis of Presentation | ||||||||||||
These audited 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”). As we had no items of other comprehensive income in any period presented, no other comprehensive income or comprehensive income is presented. | ||||||||||||
Cash and Cash Equivalents | ||||||||||||
We consider short term, highly liquid investments that have an original maturity of three months or less to be cash equivalents. | ||||||||||||
Accounts Receivable | ||||||||||||
Accounts receivable is comprised primarily of amounts due from our customers for contract drilling services. Accounts receivable are reduced to reflect estimated realizable values by an allowance for doubtful accounts based on historical collection experience and specific review of individual accounts. Receivables are written off when they are deemed to be uncollectible. The allowance for doubtful accounts totaled $0.1 million and $0.1 million as of December 31, 2014 and December 2013, respectively. | ||||||||||||
Inventory | ||||||||||||
Inventory is stated at lower of cost or market and consists primarily of replacement parts and supplies held for use in our drilling operations. Cost is determined on an average cost basis. | ||||||||||||
Property, Plant and Equipment, Net | ||||||||||||
Property, plant and equipment, including renewals and betterments, are stated at cost less accumulated depreciation. All property, plant and equipment are depreciated using the straight-line method based on the estimated useful lives of the assets. The cost of maintenance and repairs are expensed as incurred. Major overhauls and upgrades are capitalized and depreciated over their remaining useful life. | ||||||||||||
Depreciation of property, plant and equipment is recorded based on the estimated useful lives of the assets as follows: | ||||||||||||
Estimated | ||||||||||||
Useful Life | ||||||||||||
Buildings | 20 | - | 39 years | |||||||||
Drilling rigs and related equipment | 5 | - | 20 years | |||||||||
Machinery, equipment and other | 3 | - | 7 years | |||||||||
Vehicles | 2 | - | 5 years | |||||||||
Software | 2 | - | 7 years | |||||||||
We own substantially all of our rig assembly yard and corporate offices located in Houston, Texas. We lease a number of vehicles and land for equipment and inventory storage. Leases are evaluated at inception or at any subsequent material modification to determine if the lease should be classified as a capital or operating lease. We do not currently have any capital leases. | ||||||||||||
We review our assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets that are to be held and used is measured by comparison of the estimated future undiscounted cash flows associated with the asset to the carrying amount of the asset. If such assets are considered to be impaired, an impairment charge is recorded in the amount by which the carrying amount of the assets exceeds their estimated fair value determined using discounted cash flows. Other than the impairment associated with the damage to one of our non-walking rigs (Note 1), no impairments were recorded for the years ended December 31, 2014 or December 31, 2013. | ||||||||||||
Construction in progress represents the costs incurred for drilling rigs that remain under construction at the end of the period. This includes third party costs relating to the purchase of rig components as well as labor, material and other identifiable direct and indirect costs associated with the construction of the rig. | ||||||||||||
Capitalized Interest | ||||||||||||
We capitalize interest expense related to rig construction projects. Interest expense is capitalized during the construction period based on the weighted average interest rate of the related debt. Capitalized interest amounted to $1.0 million, $0.4 million and $0.0 million during the year ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Goodwill | ||||||||||||
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in connection with the Contribution Transaction. Goodwill is not amortized, but rather tested and assessed for impairment annually or more frequently if certain events or changes in circumstance indicate the carrying amount may exceed fair value. The annual test for goodwill impairment is performed during the fourth quarter of each year and begins with a qualitative assessment of whether it is “more likely than not” that the fair value of our business is less than its carrying value. If the qualitative analysis indicates that it is “more likely than not” that our business’ fair value is less than its carrying value, the resulting goodwill impairment test would consist of a two-step accounting test. The first step of the goodwill impairment test identifies the potential impairment, resulting if the fair value of a reporting unit (including goodwill) is less than its carrying amount. If during testing, it is determined that the fair value of net assets (including goodwill) exceeds its carrying amount, the goodwill of such net assets are not considered impaired and the second step of the goodwill impairment test is not applicable. However, if the fair value of net assets (including goodwill) is less than its carrying amount, we would then proceed to the second step in the goodwill impairment test. The second step includes hypothetically valuing the net assets as if they had been acquired in a business combination. Then, the implied fair value of the net assets’ goodwill is compared to the carrying value of that goodwill. If the carrying value of net assets’ goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess, not to exceed the carrying value. | ||||||||||||
Our analysis considered the discounted cash flow method, market capitalization and the guideline company method. Based on this analysis, we recorded a goodwill impairment of $11.0 million for the year ended December 31, 2014, which represents the impairment of 100% of the goodwill recorded in the Contribution Transaction (Note 1). This impairment was primarily the result of the significant downturn in industry conditions in late 2014 and the related uncertainty regarding demand for our contract drilling services and new rig construction, as well as the decline in the price of our common stock as of December 31, 2014. No goodwill impairment was recorded in 2013 or 2012. | ||||||||||||
Intangible Assets | ||||||||||||
Identified intangible assets with determinable lives have historically consisted of drilling contracts and rig manufacturing intellectual property obtained in connection with the Contribution Transaction. Intangibles related to the drilling contracts were amortized on a straight-line basis over their estimated useful lives of six months while the identified intangibles related to the rig manufacturing intellectual property were being amortized on a straight-line basis over their estimated useful lives of ten years. | ||||||||||||
The identifiable intangibles are evaluated for impairment at the end of each reporting period if events occur or circumstances change that would more likely than not reduce the fair value of the intangibles below their carrying amounts. During the fourth quarter of 2014, as a result of the significant downturn in industry conditions in late 2014 and the related uncertainty regarding demand for our drilling services and new rig construction, we re-evaluated the cost efficiencies to be realized in future rig construction. As a result of this evaluation, and current economic environment, management reassessed the remaining useful life of our rig manufacturing intellectual property reducing it from 7.2 years, to zero years. As a result of this revised estimate, we recorded additional amortization expense of $19.6 million which has been included in "Goodwill impairment and other charges" in the accompanying statement of operations. | ||||||||||||
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 the GES Warrant and long-term debt. | ||||||||||||
The GES Warrant, which expired 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, this warrant derivative liability is marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to 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 recorded at fair value using Level 3 inputs 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 in August 2014, the warrant liability was recorded at fair value using Level 1 inputs (our share price) for the year ended December 31, 2014. | ||||||||||||
Based on the price of our stock on December 31, 2014 and the short period of time until the expiration of the GES Warrant on March 2, 2015, the warrant had no value as of December 31, 2014. The fair value of the GES warrant as of December 31, 2013 was $3.2 million. We recorded non-cash gains on warrant derivative associated with the changes in fair value of $3.2 million, $1.0 million and $3.7 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. | ||||||||||||
The following provides a reconciliation of financial liabilities measured at fair value on a recurring basis using Level 3 inputs: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Beginning balance | $ | 3,189 | $ | 4,224 | $ | — | ||||||
Issuance of GES warrant | — | — | 7,879 | |||||||||
Gain on warrant derivative | (3,189 | ) | (1,035 | ) | (3,655 | ) | ||||||
Ending balance | $ | — | $ | 3,189 | $ | 4,224 | ||||||
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 our current borrowing rate for comparable debt instruments. The estimated fair value of our long-term debt totaled $22.9 million and $18.6 million as of December 31, 2014 and 2013, respectively, compared to a carrying amount of $22.5 million and $19.8 million as of December 31, 2014 and 2013, respectively. | ||||||||||||
Fair value measurements were applied with respect to our non-financial assets and liabilities measured on a nonrecurring 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 Transaction (Note 1). There were no transfers between levels of the hierarchy for the years ended December 31, 2014 and 2013. | ||||||||||||
Revenue and Cost Recognition | ||||||||||||
Our revenues are principally derived from contract drilling services, as well as product sales, and field services provided to third parties, and transitional services provided to GES pursuant to a transitional services agreement (the “Transition Services Agreement”) entered into in connection with the Contribution Agreement (Note 1). | ||||||||||||
We record contract drilling revenue for daywork contracts daily as work progresses, assuming collectability is assured. Daywork drilling contracts provide that revenue is earned daily based on a specified rate per day and the term of the contract which can be for a specific period of time or a specified number of wells. We generally receive lump-sum payments for the mobilization of rigs and other drilling equipment at the commencement of a new drilling contract. Revenue and costs associated with the mobilization are deferred and recognized ratably over the term of the related drilling contract once the rig spuds. Costs incurred to relocate rigs and other equipment to an area in which a contract has not been secured are expensed as incurred. | ||||||||||||
Stock-Based Compensation | ||||||||||||
We record compensation expense over the applicable vesting period for all stock-based compensation based on the grant date fair value of the award. The expense is included in selling, general and administrative expense in our statement of operations or capitalized in connection with rig construction activity. | ||||||||||||
Income Taxes | ||||||||||||
We use the asset and liability method of accounting for income taxes. Under this method, we record deferred income taxes based upon differences between the financial reporting basis and tax basis of assets and liabilities, and use enacted tax rates and laws that we expect will be in effect when we realize those assets or settle those liabilities. We review deferred tax assets for a valuation allowance based upon management’s estimates of whether it is more likely than not that a portion of the deferred tax asset will be fully realized in a future period. | ||||||||||||
We recognize the financial statement benefit of a tax position only after determining that the relevant taxing authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. | ||||||||||||
Our policy is to include interest and penalties related to the unrecognized tax benefits within the income tax expense (benefit) line item in our statement of operations. | ||||||||||||
Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses recognized during the reporting period. Actual results could differ from these estimates. | ||||||||||||
Recently Issued 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. | ||||||||||||
GES Drilling Services | ||||||||||||
Nature of Operations [Line Items] | ||||||||||||
Summary of Significant Accounting Policies | Cash and Cash Equivalents | |||||||||||
We consider short term, highly liquid investments that have an original maturity of three months or less to be cash equivalents. | ||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||
The allowance for doubtful accounts is based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires GES to make significant judgments. Allowances for doubtful accounts are determined based on a continuous process of assessing GES’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and financial condition of GES’s customers. Based on a review of these factors, GES will establish or adjust allowances for specific customers and the accounts receivable portfolio as a whole. At March 1, 2012 the allowance for doubtful accounts is $567. | ||||||||||||
Below is a rollforward of the allowance for doubtful accounts for the period from January 1, 2012 through March 1, 2012: | ||||||||||||
Beginning balance | $ | 224 | ||||||||||
Adjustment to bad debt provision | 343 | |||||||||||
Accounts written off | — | |||||||||||
Ending balance | $ | 567 | ||||||||||
Revenue and Cost Recognition | ||||||||||||
GES’s products and services are sold based upon purchase orders or contracts with the customer that include fixed or determinable prices and that do not generally include right of return or other similar provisions or other significant post-delivery obligations. | ||||||||||||
Except for certain long-term construction contract sales described below, GES records revenue from the sale of equipment, components and parts sold to the customers when title and risk of loss has passed to the customer, collectability is reasonably assured, pricing is fixed and the products have been shipped or delivered to customers, as applicable. GES records revenue from services performed when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, pricing is fixed or determinable and collectability is reasonably assured. GES’s policy on field service jobs is to require signoff from the customer regarding amounts billed before revenue is recognized. The agreement by the customer of the preliminary invoice indicates evidence that an arrangement exists. Customer advances or deposits are deferred and recognized as revenue as GES completes its performance obligations or final completion of the product related to the sale. Included in operating costs is $77 of depreciation expense for equipment directly related to manufacturing for the period from January 1, 2012 through March 1, 2012. | ||||||||||||
Revenue Recognition under Long-term Construction Contracts | ||||||||||||
GES recognizes revenues on construction of rigs using the percentage-of-completion method, with the estimated earnings generally being accrued on the percentage that costs-to-date bear to total estimated costs. Projected losses, if any, are provided for in their entirety without reference to the percentage of completion. Because of the inherent uncertainties in estimating costs, it is possible that GES’s estimates of costs and revenues may be revised prior to contract completion. Revisions in costs and estimated earnings precipitated by changing conditions and circumstances during the term of the contracts are reflected in the accounting period in which the need for such revisions becomes known. | ||||||||||||
Contract costs include all direct material, labor costs and those indirect costs related to contract performance. General and administrative costs are charged to expense as incurred. The current liability “billings in excess of related costs and estimated earnings” represents billings in excess of revenue recognized. | ||||||||||||
Inventory | ||||||||||||
Inventory is stated at lower of cost or market. Inventory consists primarily of purchased components for use in the manufacturing of drilling rigs. Cost is determined using the first-in, first-out (“FIFO”) method. Appropriate consideration is given to obsolescence, excess quantities and other factors in evaluating net realizable value. GES determines reserves for inventory based on historical usage of inventory, age of inventory on hand, assumptions about future demand and market conditions, and estimates about potential alternative uses. | ||||||||||||
Property, Plant and Equipment | ||||||||||||
Property, plant and equipment are stated at cost. Additions of new equipment and major renewals and replacements of existing equipment are capitalized. Repairs and minor replacements are charged to operations as incurred. Cost and accumulated depreciation and amortization are removed from the accounts when assets are sold or retired, and the resulting gains or losses are included in operations. | ||||||||||||
Depreciation of property, plant and equipment is provided using the straight-line method applied to the expected useful lives of the assets as follows: | ||||||||||||
Estimated | ||||||||||||
useful life | ||||||||||||
Buildings | 20 | - | 39 years | |||||||||
Machinery and equipment | 3 | - | 15 years | |||||||||
Office furniture, fixtures and fittings | 3 | - | 7 years | |||||||||
Vehicles | 2 | - | 5 years | |||||||||
Software | 5 years | |||||||||||
Intangible Assets, including Goodwill | ||||||||||||
Identified intangible assets with determinable lives consist primarily of trade names and customer relationships acquired in the LERS acquisition. Identified intangibles are being amortized on a straight-line basis over their estimated useful lives of 10 years. The identifiable intangibles are evaluated for impairment if events occur or circumstances change that would more likely than not reduce the fair value of the intangibles below its carrying amount. GES evaluated the identifiable intangibles due to broad economic indicators and no impairment was recorded. | ||||||||||||
GES evaluates the carrying value of goodwill on an annual basis and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, GES compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. No impairment loss was recognized for the period from January 1, 2012 through March 1, 2012. | ||||||||||||
Use of Estimates | ||||||||||||
Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the amounts reported in the combined financial statements and related disclosures. Actual results could differ from those estimates. | ||||||||||||
Income Taxes | ||||||||||||
GES uses the liability method of accounting for income taxes. Under this method, it records deferred income taxes based on temporary differences between the financial reporting and tax basis of assets and liabilities and uses enacted tax rates and laws that GES expects will be in effect when it recovers those assets or settles those liabilities, as the case may be, to measure those taxes. GES reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized. | ||||||||||||
GES recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. During the period ended March 1, 2012, GES did not identify any uncertain tax positions requiring recognition. | ||||||||||||
GES’s policy is to include interest and penalties related to the unrecognized tax benefits within the income tax expense (benefit) line item in the combined financial statements. | ||||||||||||
Financial Instruments | ||||||||||||
GES’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, billings in excess of related costs and estimated earnings, and debt. The carrying values of cash and cash equivalents, accounts, accounts payable, billings in excess of related costs and estimated earnings, and debt approximate fair value as these items are short term in nature. GES has no financial instruments that are required to be measured at fair value on a recurring basis. | ||||||||||||
Advertising Costs | ||||||||||||
GES expenses advertising costs as incurred. For the period from January 1, 2012 through March 1, 2012 advertising expense is $1. | ||||||||||||
Warranty Expense | ||||||||||||
GES offers a limited warranty on certain products and provides for estimated warranty costs at the time of sale. Generally, the warranty period is one year from the date of delivery. This warranty reserve is reviewed annually and is based on historical warranty claims. The warranty reserve at March 1, 2012 is $143. | ||||||||||||
Recent Accounting Pronouncements Issued | ||||||||||||
In September 2011, the FASB issued new guidance relative to the test for goodwill impairment. The new guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The new guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 with early adoption permitted. GES is in the process of evaluating the impact of the new guidance. | ||||||||||||
In December 2010, the FASB issued new guidance relative to the test for goodwill impairment. The new guidance pertains to entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. If it is more likely than not that goodwill impairment exists, the entity is required to perform Step 2 of the goodwill impairment test. This requires consideration of any adverse qualitative factors indicating that impairment may exist. The new guidance is effective for nonpublic entities for fiscal years, and interim periods within those years, beginning after December 15, 2011 with early adoption permitted. GES has considered this guidance in its assessment of reported goodwill and other intangible assets. | ||||||||||||
Other recent accounting pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of GES. |
Inventory
Inventory | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory [Line Items] | ||||||||
Inventory | Inventory | |||||||
Inventory consisted of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Raw materials and purchased components | $ | 2,124 | $ | 1,128 | ||||
We determined that no reserve for obsolescence was needed at December 31, 2014 or December 31, 2013. No inventory obsolescence expense was recognized during the year ended December 31, 2014 and December 31, 2013. | ||||||||
GES Drilling Services | ||||||||
Inventory [Line Items] | ||||||||
Inventory | INVENTORY, NET | |||||||
At March 1, 2012 inventory consisted of the following: | ||||||||
Raw materials and purchased components | $ | 4,986 | ||||||
Work-in process | 1,071 | |||||||
$ | 6,057 | |||||||
GES has a reserve for obsolescence of $6,517 at March 1, 2012. |
Percentage_of_Completion_Contr
Percentage of Completion Contracts (GES Drilling Services) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
GES Drilling Services | ||||
Revenue Recognition, Milestone Method [Line Items] | ||||
PERCENTAGE OF COMPLETION CONTRACTS | PERCENTAGE OF COMPLETION CONTRACTS | |||
Information with respect to contracts in progress at March 1, 2012 is summarized as follows: | ||||
Costs to date | $ | 18,825 | ||
Estimated earnings to date | 2,158 | |||
Less: Billings to date | (33,718 | ) | ||
$ | (12,735 | ) | ||
The net amount is included in the accompanying balance sheet under billings in excess of related costs and estimated earnings. |
Property_Plant_and_Equipment_N
Property, Plant and Equipment, Net | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net | |||||||
Property, plant, and equipment consisted of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Land | $ | 1,344 | $ | 1,344 | ||||
Buildings | 2,025 | 1,723 | ||||||
Drilling rigs and related equipment | 227,758 | 132,226 | ||||||
Machinery, equipment and other | 1,287 | 1,595 | ||||||
Vehicles | 266 | 374 | ||||||
Software | 714 | 743 | ||||||
Construction in progress | 38,974 | 954 | ||||||
$ | 272,368 | $ | 138,959 | |||||
Less: Accumulated depreciation | (21,870 | ) | (9,471 | ) | ||||
$ | 250,498 | $ | 129,488 | |||||
Repairs and maintenance expense included in operating costs in our statement of operations totaled $7.4 million, $3.9 million and $1.2 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. Depreciation expense was $13.4 million, $7.5 million and $2.1 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. | ||||||||
GES Drilling Services | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, Plant and Equipment, Net | PROPERTY, PLANT AND EQUIPMENT, NET | |||||||
At March 1, 2012 property, plant, and equipment consisted of the following: | ||||||||
Land | $ | 1,034 | ||||||
Buildings and improvements | 3,351 | |||||||
Machinery, equipment and other | 1,603 | |||||||
Office, furniture and fittings | 313 | |||||||
Vehicles | 38 | |||||||
6,339 | ||||||||
Less: Accumulated depreciation | (1,748 | ) | ||||||
$ | 4,591 | |||||||
Depreciation expense for the period from January 1, 2012 through March 1, 2012 is $88 which includes amounts recorded to cost of goods sold. |
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||
Intangible Assets | Intangible Assets | |||||||||||||
Intangible assets consisted of the following (in thousands except for estimated useful lives): | ||||||||||||||
31-Dec-14 | ||||||||||||||
Estimated | Gross | Accumulated | Net | |||||||||||
Useful | Amount | Amortization | Book Value | |||||||||||
Lives | ||||||||||||||
Rig manufacturing intellectual property | 10 years | $ | 27,376 | $ | 27,376 | $ | — | |||||||
31-Dec-13 | ||||||||||||||
Estimated | Gross | Accumulated | Net | |||||||||||
Useful | Amount | Amortization | Book Value | |||||||||||
Lives | ||||||||||||||
Rig manufacturing intellectual property | 10 years | $ | 27,376 | $ | 5,019 | $ | 22,357 | |||||||
The identifiable intangibles are evaluated for impairment at the end of each reporting period if events occur or circumstances change that would more likely than not reduce the fair value of the intangibles below their carrying amounts. During the fourth quarter of 2014, as a result of the significant downturn in industry conditions in late 2014 and the related uncertainty regarding demand for our drilling services and new rig construction, we re-evaluated the cost efficiencies to be realized in future rig construction. As a result of this evaluation, and current economic environment, management reassessed the remaining useful life of our rig manufacturing intellectual property reducing it from 7.2 years, to zero years. As a result of this revised estimate, we recorded additional amortization expense of $19.6 million which has been included in "Goodwill impairment and other charges" in the accompanying statement of operations. | ||||||||||||||
Amortization expense recorded in the caption depreciation and amortization in our statement of operations was was $2.7 million, $2.7 million and $3.8 million for the year ended December 31, 2014, December 31, 2013, and December 31, 2012, respectively. | ||||||||||||||
GES Drilling Services | ||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||
Intangible Assets | INTANGIBLE ASSETS | |||||||||||||
At March 1, 2012 intangible assets consisted of the following: | ||||||||||||||
Historical | Accumulated | |||||||||||||
cost | amortization | |||||||||||||
Trade names | $ | 780 | $ | 253 | ||||||||||
Customer relationships | 4,050 | 1,317 | ||||||||||||
$ | 4,830 | $ | 1,570 | |||||||||||
The weighted average remaining life of all intangible assets is 6.75 years. Amortization expense is $81 for the period from January 1, 2012 through March 1, 2012. | ||||||||||||||
Amortization expense of identified intangibles in each of the next five years, for the twelve month periods ended March 1, and thereafter is expected to be as follows: | ||||||||||||||
2013 | 483 | |||||||||||||
2014 | 483 | |||||||||||||
2015 | 483 | |||||||||||||
2016 | 483 | |||||||||||||
2017 | 483 | |||||||||||||
Thereafter | 845 | |||||||||||||
$ | 3,260 | |||||||||||||
Supplemental_Balance_Sheet_and
Supplemental Balance Sheet and Cash Flow Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Payables and Accruals [Abstract] | ||||||||||||
Supplemental Balance Sheet and Cash Flow Information | Supplemental Balance Sheet and Cash Flow Information | |||||||||||
Accrued liabilities consisted of the following: | ||||||||||||
December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | ||||||||||
Accrued salaries and other compensation | $ | 2,710 | $ | 1,868 | ||||||||
Insurance | 488 | 485 | ||||||||||
Deferred mobilization revenues | 1,281 | 684 | ||||||||||
Property, sales and other tax | 1,710 | 787 | ||||||||||
Other | 781 | 343 | ||||||||||
$ | 6,970 | $ | 4,167 | |||||||||
Supplemental cash flow information: | ||||||||||||
Year Ended December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Supplemental disclosure of cash flow information | ||||||||||||
Cash paid during the period for interest | $ | 1,907 | $ | 196 | $ | 10 | ||||||
Cash paid during the period for taxes | 135 | — | — | |||||||||
Supplemental disclosure of non-cash investing and financing activity | ||||||||||||
Stock-based compensation capitalized as property, plant and equipment | 656 | 418 | 354 | |||||||||
Purchases of property, plant and equipment in accounts payable | 19,292 | 1,974 | 8,262 | |||||||||
Common stock issued in connection with the contribution transactions | — | — | 49,975 | |||||||||
Warrant issued in connection with the contribution transactions | — | — | 7,879 | |||||||||
GES Drilling Services | ||||||||||||
Accrued Liabilities [Line Items] | ||||||||||||
Accrued Liabilities | ACCRUED LIABILITIES | |||||||||||
Accrued liabilities which are due within one year as of March 1, 2012 consist of the following: | ||||||||||||
Accrued salaries and other compensation | $ | 571 | ||||||||||
Accrued warranty reserve | 143 | |||||||||||
Property and sales tax | 93 | |||||||||||
Received not invoiced inventory | 2,049 | |||||||||||
$ | 2,856 | |||||||||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Debt Instrument [Line Items] | ||||
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 million of our $125.0 million Credit Facility became available to us. | ||||
On November 5, 2014, we amended and restated 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 $25.0 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 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, three-month LIBOR plus 1% or the federal funds effective rate plus 0.05%, plus in each case, 3.5%. 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 Credit Facility contains various financial and operating 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. | ||||
Remaining availability under the Credit Facility was $92.3 million as calculated as of December 31, 2014, based on the borrowing base formula. We are currently in compliance with all covenants under the Credit Facility and expect to remain in compliance throughout 2015. | ||||
GES Drilling Services | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt | DEBT | |||
Current portion of debt as of March 1, 2012 consists of the following: | ||||
Term loan—IBERIABANK | $ | 150 | ||
$ | 150 | |||
Long-term debt as of March 1, 2012 consists of the following: | ||||
Term loan—IBERIABANK | $ | 1,975 | ||
$ | 1,975 | |||
Scheduled maturities for each of the five years subsequent to March 1, 2012 are as follows: | ||||
2013 | $ | 150 | ||
2014 | 150 | |||
2015 | 150 | |||
2016 | 150 | |||
2017 | 1,525 | |||
$ | 2,125 | |||
Bank Financing | ||||
On May 9, 2011, GES entered into a financing arrangement with IBERIABANK that provides a term loan of $2,250. The term loan calls for monthly payments of principal of $12.5 plus accrued and unpaid interest due and payable monthly in arrears on the first day of each month commencing June 1, 2011 and continuing until the term loan maturity date of May 9, 2016. The term loan shall accrue interest at an annual rate equal to the sum of LIBOR plus 4.0%. The interest rate is 4.24% at March 1, 2012. The loan is collateralized by the assets of GES. | ||||
In March 2012, certain fixed assets, intellectual property and personnel of GES were sold to a newly formed company, at which point the debt was repaid. See Note M. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The components of the income tax benefit are as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Current: | ||||||||||||
Federal | $ | — | $ | 4 | $ | — | ||||||
State | 384 | 157 | — | |||||||||
384 | 161 | — | ||||||||||
Deferred: | ||||||||||||
Federal | $ | (3,656 | ) | $ | (1,506 | ) | $ | (4,818 | ) | |||
State | (86 | ) | (537 | ) | (583 | ) | ||||||
(3,742 | ) | (2,043 | ) | (5,401 | ) | |||||||
Income tax benefit | $ | (3,358 | ) | $ | (1,882 | ) | $ | (5,401 | ) | |||
The following is a reconciliation of the income tax benefit that was recorded compared to taxes provided at the U.S. statutory rate: | ||||||||||||
Year Ended December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Income tax benefit at the statutory federal rate (35%) | $ | (11,034 | ) | $ | (1,358 | ) | $ | (3,622 | ) | |||
Goodwill impairment | 3,852 | — | — | |||||||||
Warrant | (1,116 | ) | (362 | ) | (1,279 | ) | ||||||
Nondeductible expenses | 143 | 243 | 143 | |||||||||
Valuation allowance | 4,449 | — | (60 | ) | ||||||||
State taxes, net of federal benefit | 105 | (436 | ) | (574 | ) | |||||||
Other | 243 | 31 | (9 | ) | ||||||||
Income tax benefit | $ | (3,358 | ) | $ | (1,882 | ) | $ | (5,401 | ) | |||
Effective tax rate | 10.7 | % | 48.5 | % | 52.2 | % | ||||||
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows: | ||||||||||||
December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | ||||||||||
Deferred assets | ||||||||||||
Bad debts | $ | 46 | $ | 33 | ||||||||
Stock-based compensation | 2,061 | 1,326 | ||||||||||
Accrued vacation and other | 76 | — | ||||||||||
Deferred mobilization cost | 667 | 245 | ||||||||||
Net operating losses | 32,199 | 31,416 | ||||||||||
Total net deferred tax assets | 35,049 | 33,020 | ||||||||||
Deferred liabilities | ||||||||||||
Prepaids | $ | (300 | ) | $ | (428 | ) | ||||||
Property, plant and equipment | (30,300 | ) | (28,325 | ) | ||||||||
Intangible assets | — | (8,009 | ) | |||||||||
Total net deferred tax liabilities | (30,600 | ) | (36,762 | ) | ||||||||
Valuation allowance | $ | (4,449 | ) | $ | — | |||||||
Net deferred tax liability | $ | — | $ | (3,742 | ) | |||||||
At December 31, 2014, we had a total net operating loss (NOL) carryforward of $90.7 million of federal NOL carryforwards, which begin expiring in 2032. | ||||||||||||
Section 382 of the Internal Revenue Code (“Section 382”) imposes limitations on a corporation’s ability to utilize its NOLs if it experiences an ownership change. In general terms, an ownership change may result from transactions increasing the ownership percentage of certain shareholders in the stock of the corporation by more than 50 percentage points over a three year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382. Management will continue to monitor the potential impact of Section 382 with respect to its NOL carryforward. | ||||||||||||
Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of December 31, 2014, we had no unrecognized tax benefits. We file income tax returns in the U.S. and in various state jurisdictions. With few exceptions, we are subject to U.S. federal, state and local income tax examinations by tax authorities for tax periods 2011 and forward. Our federal and state tax returns for 2011 and subsequent years remain subject to examination by tax authorities. Although we cannot predict the outcome of future tax examinations, we do not anticipate that the ultimate resolution of these examinations will have a material impact on our financial position, results of operations, or cash flows. | ||||||||||||
In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future income in periods in which the deferred tax assets can be utilized. During 2014, we determined that the deferred tax assets did not meet the more likely than not threshold of being utilized and thus recorded a valuation allowance in the amount of $4.4 million. | ||||||||||||
Estimated interest and penalties related to potential underpayment on any unrecognized tax benefits are classified as a component of tax expense in the Consolidated Statement of Operations. We have not recorded any interest or penalties associated with unrecognized tax benefits. | ||||||||||||
GES Drilling Services | ||||||||||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||||||||||
Income Taxes | INCOME TAXES | |||||||||||
Income tax benefit for the period ended March 1, 2012 is as follows: | ||||||||||||
Deferred | ||||||||||||
Federal | $ | — | ||||||||||
State | (2,149 | ) | ||||||||||
Income tax benefit | $ | (2,149 | ) | |||||||||
The following is a reconciliation of the actual taxes to the statutory U.S. taxes for the period ended March 1, 2012 is as follows: | ||||||||||||
Income tax benefit at the statutory federal rate (34%) | $ | (2,323 | ) | |||||||||
Increase (decrease) resulting from: | ||||||||||||
Accumulated effect of deferred expenses | (109 | ) | ||||||||||
Change in valuation allowance | 283 | |||||||||||
Income tax benefit | $ | (2,149 | ) | |||||||||
Deferred incomes taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of GES’s deferred tax assets and liabilities at March 1, 2012 are as follows: | ||||||||||||
Deferred assets: | ||||||||||||
Bad debts | $ | 193 | ||||||||||
Obsolete inventory reserve | 2,067 | |||||||||||
Warranty reserve | 49 | |||||||||||
Accrued liabilities | 166 | |||||||||||
Tax losses | 5,864 | |||||||||||
Total net deferred tax assets | $ | 8,339 | ||||||||||
Deferred liabilities: | ||||||||||||
Property, plant and equipment | $ | (693 | ) | |||||||||
Amortizable asset basis differences | (1,108 | ) | ||||||||||
Cumulative effect of prior periods differences | (714 | ) | ||||||||||
Total net deferred tax liabilities | $ | (2,515 | ) | |||||||||
Net deferred tax asset | $ | 5,824 | ||||||||||
Valuation allowance | (5,824 | ) | ||||||||||
Total deferred taxes | $ | — | ||||||||||
At March 1, 2012, GES had a total of $17,248 of net operating loss carryforwards that will begin to expire in 2031. The net increase in net operating loss carryforwards is $7,476 for the period ended March 1, 2012. Should there be a change in ownership, the use of the net operating losses may be limited. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||
Dec. 31, 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 was subsequently amended in August of 2014. The 2012 Plan, as amended, permits the granting of various types of awards, including stock options, restricted stock and restricted stock unit awards, and up to 3,454,000 shares were authorized for issuance. 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 ten years after the grant date. We have the right to satisfy option exercises from treasury shares and from authorized but unissued shares. As of December 31, 2014, approximately 1,124,044 shares were available for future awards. | ||||||||||||
A summary of compensation cost recognized for stock-based payment arrangements is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Compensation cost recognized: | ||||||||||||
Stock options | $ | 1,133 | $ | 1,077 | $ | 1,549 | ||||||
Restricted stock and restricted stock units | 2,666 | 1,092 | 688 | |||||||||
Total stock-based compensation | $ | 3,799 | $ | 2,169 | $ | 2,237 | ||||||
Approximately $0.7 million, $0.4 million and $0.4 million in stock-based compensation was capitalized in connection with rig construction activity during the year ended December 31, 2014, December 31, 2013 and December 2012, respectively. | ||||||||||||
Stock Options | ||||||||||||
Certain options were granted on March 2, 2012 and began vesting on their date of grant, with 25% of such options vesting on the grant date, and 25% of such options vesting on each anniversary thereafter until fully vested on March 2, 2015. A subsequent grant of 15,700 options was made in August 2012, one third of which vest on each anniversary of the grant date over three years. In December 2012, we granted an additional 229,613 stock options that vest over five years in three equal tranches commencing on the third year anniversary date and each year thereafter. No options were exercised during the years ended December 31, 2014, 2013 or 2012. It is our policy that in the future any shares issued upon option exercise will be issued initially from any available treasury shares or otherwise as newly issued shares. | ||||||||||||
In February 2013, we granted an additional 119,320 stock options that vest over four years. No stock options were granted during the year ended December 31, 2014. | ||||||||||||
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 is amortized to compensation expense on a straight-line basis over the requisite service periods of the stock awards, which are generally the vesting periods. The fair value calculations for options granted are based on the following weighted-average assumptions: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Risk-free interest rate | 0.83 | % | 1.05 | % | ||||||||
Expected volatility | 40 | % | 40 | % | ||||||||
Dividend yield | — | — | ||||||||||
Expected term | 5.0 years | 5.8 years | ||||||||||
Risk-Free Interest Rate | ||||||||||||
The risk-free interest rate is based on U.S. Treasury securities with maturities that are the same as the expected term of the option. | ||||||||||||
Expected Volatility Rate | ||||||||||||
As we did not have a trading history in 2013 or 2012, we were required to estimate the potential volatility of our common stock price. The volatility calculation was based on the average volatility of a representative sample of four companies (the “Sample Companies”) that management believes to be engaged in the land contract drilling business. We referred to the average volatility of the Sample Companies because management believed that the average volatility of such companies was a reasonable benchmark to use in estimating the expected volatility of our common stock. | ||||||||||||
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. | ||||||||||||
Based on these calculations, the weighted-average fair value per option granted to acquire a share of common stock was $4.08 and $4.66 for options granted during the year ended December 31, 2013 and December 31, 2012, respectively. | ||||||||||||
The following summary reflects the stock option activity and related information for the year ended December 31, 2014: | ||||||||||||
Options | Weighted | |||||||||||
Average | ||||||||||||
Exercise | ||||||||||||
Price | ||||||||||||
Outstanding at January 1, 2014 | 963,196 | $ | 12.74 | |||||||||
Granted | — | — | ||||||||||
Exercised | — | — | ||||||||||
Forfeited/expired | — | — | ||||||||||
Outstanding at December 31, 2014 | 963,196 | $ | 12.74 | |||||||||
Exercisable at December 31, 2014 | 602,880 | $ | 12.74 | |||||||||
A summary of our unvested stock options and the changes during the year ended December 31, 2014 is presented below: | ||||||||||||
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 December 31, 2014 | 360,316 | $ | 4.32 | |||||||||
The number of options exercisable at December 31, 2014 was 602,880 with a weighted average remaining contractual life of 7.3 years and a weighted-average exercise price of $12.74 per share. | ||||||||||||
As of December 31, 2014, the unrecognized compensation cost related to outstanding stock options was $0.7 million. This cost is expected to be recognized over a weighted-average period of 0.8 years. The fair value of options that vested during the year ended December 31, 2014, December 31, 2013 and December 31, 2012 was $1.2 million, $0.9 million and $0.8 million, respectively. | ||||||||||||
Restricted Stock | ||||||||||||
Restricted stock awards consist of grants of our common stock that vest ratably 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 estimated fair market value of our shares on the grant date. As of December 31, 2014, there was $7.5 million of total unrecognized compensation cost related to unvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 1.3 years. | ||||||||||||
A summary of the status of our restricted stock awards and of changes in restricted stock outstanding for the year ended December 31, 2014 is as follows: | ||||||||||||
Shares | Weighted | |||||||||||
Average | ||||||||||||
Grant Date | ||||||||||||
Fair Value | ||||||||||||
Per Share | ||||||||||||
Outstanding at January 1, 2014 | 147,451 | $ | 12.48 | |||||||||
Granted | 749,720 | 10.8 | ||||||||||
Vested | (118,406 | ) | 12.54 | |||||||||
Forfeited/expired | — | — | ||||||||||
Outstanding at December 31, 2014 | 778,765 | $ | 10.85 | |||||||||
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 used 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 December 31, 2014, there was $4.4 million of total unrecognized compensation cost related to unvested RSUs. This cost is expected to be recognized over a weighted-average period of 1.4 years. | ||||||||||||
The assumptions used to value our TSR market-based RSUs granted during the year ended December 31, 2014 were a a risk-free interest rate of 0.08%, an expected volatility of 44.1% and an expected dividend yield of 0.0%. Based on the Monte Carlo simulation, these 171,577 RSUs were valued at $16.74. | ||||||||||||
A summary of the status of our RSUs as of December 31, 2014, and of changes in RSUs outstanding during the year ended December 31, 2014, is as follows: | ||||||||||||
RSUs | Weighted | |||||||||||
Average | ||||||||||||
Grant-Date | ||||||||||||
Fair Value | ||||||||||||
Per Share | ||||||||||||
Outstanding at January 1, 2014 | — | $ | — | |||||||||
Granted | 343,150 | 13.72 | ||||||||||
Vested and converted | — | — | ||||||||||
Forfeited/expired | — | — | ||||||||||
Outstanding at December 31, 2014 | 343,150 | $ | 13.72 | |||||||||
Stockholders_Equity_and_Loss_p
Stockholders' Equity and Loss per Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||
Stockholders' Equity and Loss per Share | Stockholders’ Equity and Loss per Share | |||||||||||
As of December 31, 2014, we had a total of 24,629,333 shares of common stock, $0.01 par value, issued and outstanding including 778,765 shares of restricted stock. We also had 85,011 shares held as treasury stock. Total authorized common stock is 100,000,000 shares. | ||||||||||||
Basic earnings (loss) per common share (“EPS”) are 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: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands, except for per share data) | ||||||||||||
Net loss (numerator) | $ | (28,168 | ) | $ | (1,997 | ) | $ | (4,948 | ) | |||
Loss per share: | ||||||||||||
Basic | $ | (1.65 | ) | $ | (0.16 | ) | $ | (0.49 | ) | |||
Diluted | $ | (1.65 | ) | $ | (0.16 | ) | $ | (0.49 | ) | |||
Shares (denominator): | ||||||||||||
Weighted-average number of shares outstanding-basic | 17,078 | 12,179 | 10,141 | |||||||||
Weighted-average common shares outstanding-diluted | 17,078 | 12,179 | 10,141 | |||||||||
The year ended December 31, 2014 per share calculations above exclude 963,196 stock options, 343,154 restricted stock units and 2.2 million warrants because they were anti-dilutive. The year ended December 31, 2013 per share calculations above exclude 963,196 stock options and 2.2 million warrants because they were anti-dilutive. The year ended December 31, 2012 per share calculations above exclude 888,228 stock options and 2.2 million warrants because they were anti-dilutive. |
Segment_and_Geographical_Infor
Segment and Geographical Information | 12 Months Ended |
Dec. 31, 2014 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographical Information |
We report one segment because all of our drilling operations are all located in the United States and have similar economic characteristics. We build rigs and engage in land contract drilling for oil and natural gas in the United States. 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. Allocation of capital resources is employed on a project-by-project basis across our entire asset base to maximize profitability without regard to individual areas. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Operating Leased Assets [Line Items] | ||||
Commitments and Contingencies | Commitments and Contingencies | |||
Purchase Commitments | ||||
As of December 31, 2014, we had outstanding purchase commitments to a number of suppliers totaling $90.1 million related primarily to the construction of drilling rigs. | ||||
Lease Commitments | ||||
We lease certain buildings, 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 December 31, 2014, were as follows: | ||||
(in thousands) | ||||
2015 | $ | 739 | ||
2016 | 427 | |||
2017 | 229 | |||
2018 | 49 | |||
2019 | 50 | |||
Thereafter | — | |||
$ | 1,494 | |||
Contingencies | ||||
Our operations inherently expose us to various liabilities and exposures that could result in third party lawsuits, claims and other causes of action. We are party to lawsuits, in the ordinary course of business, the outcome of which is not expected to have, either individually or in the aggregate, a material impact on our financial position, results of operations or cash flows. | ||||
GES Drilling Services | ||||
Operating Leased Assets [Line Items] | ||||
Commitments and Contingencies | Lease Commitments | |||
GES leases certain buildings, equipment and vehicles under non-cancelable operating leases. Total rent expense related to these leases included in the accompanying combined statement of operations for the period from January 1, 2012 through March 1, 2012 is $98. | ||||
Minimum future lease payments under non-cancelable operating lease agreements for the twelve month periods ended March 1 are as follows: | ||||
2013 | $ | 65 | ||
2014 | 19 | |||
$ | 84 | |||
Contingencies | ||||
GES is a defendant or otherwise involved in a number of legal proceedings in the ordinary course of their business. 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. While we cannot predict the outcome of any legal proceedings with certainty, in the opinion of management, our ultimate liability with respect to any of these pending lawsuits, is not expected to have a significant or material adverse effect on our combined financial position, results of operations, or cash flows. |
Concentration_of_Market_and_Cr
Concentration of Market and Credit Risk | 12 Months Ended |
Dec. 31, 2014 | |
Concentration Risk [Line Items] | |
Concentration of Market and Credit Risk | Concentration of Market and Credit Risk |
We derive all our revenues from drilling services contracts with companies in the oil and natural gas exploration and production industry, a historically cyclical industry with levels of activity that are significantly affected by the levels and volatility in oil and gas prices. We have a number of customers that account for 10% or more of our revenues. For 2014, these customers include Laredo Petroleum, Inc. (22%), Apache Corporation (21%), COG Operating, LLC, a subsidiary of Concho Resources, Inc. (21%) and BOPCO, L.P. (20%). For 2013, these customers include Apache Corporation (30%), BOPCO, LP (16%), Newfield Exploration Company (11%), W&T Offshore, Inc. (10%) and Anadarko Petroleum Corporation (10%). For 2012, these customers include Eagle Rock Mid-Continent Operating, LLC (30%) and GLB Exploration, Inc. (27%). As of December 31, 2014, Apache Corporation (22%), COG Operating, LLC, a subsidiary of Concho Resources, Inc. (20%), BOPCO, L.P. (18%), Laredo Petroleum, Inc. (16%) and Pioneer Natural Resources USA, Inc. (11%) accounted for 10% or more of our accounts receivable. As of December 31, 2013, Apache Corporation (27%), Laredo Petroleum, Inc. (22%), BOPCO, LP (17%) and Rosetta Resources Operating L.P. (10%) accounted for 10% or more of our accounts receivable. As of December 31, 2012, Eagle Rock Mid-Continent Operating, LLC (35%), GLB Exploration, Inc. (30%) and Sheridan Production Company (11%) accounted for 10% or more of our accounts receivable. We compete with large national and multi-national companies that have longer operating histories, greater financial, technical and other resources and greater name recognition than ICD. Our results of operations, cash flows and financial condition may be affected by these factors. Additionally, these factors could impact our ability to obtain additional debt and equity capital required to implement the our rig construction and growth strategy, and the cost of that capital. | |
We have concentrated credit risk for cash by maintaining deposits in a major bank, which may at times exceed amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation (“FDIC”). We monitor the financial health of the bank and have not experienced any losses in such accounts and believe we are not exposed to any significant credit risk. As of December 31, 2014, we had approximately $10.4 million in cash and cash equivalents in excess of FDIC limits. Our trade receivables are with a variety of E&P and other oilfield service companies. We perform ongoing credit evaluations of our customers, and we generally do not require collateral. We do occasionally require deposits from customers whose creditworthiness is in question prior to providing services to them. | |
GES Drilling Services | |
Concentration Risk [Line Items] | |
Concentration of Market and Credit Risk | CONCENTRATION OF CREDIT RISK |
GES primarily engages in the design and manufacture of land drilling rigs. GES’s products are sold primarily to oil, gas and energy related companies domestically and abroad. GES’s operations are largely dependent on the economic health of and level of business activity within the oil and gas industry. GES believes that changes in any of the following areas could have a material adverse effect on its future financial position or results of operations: changes in crude oil and natural gas prices, government legislation, regulatory and economic conditions, global political and military events, and fuel and environmental conservation. | |
As of March 1, 2012, accounts receivable from four customers account for 59% of the accounts receivable balance. | |
GES has concentrated credit risk for cash by maintaining deposits in a bank, which may at times exceed amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation (“FDIC”). GES monitors the financial health of the bank and has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk to cash. |
Related_Parties_and_Other_Matt
Related Parties and Other Matters | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |
Related Parties and Other Matters | Related Parties and Other Matters |
During 2011, we entered into the Contribution Agreement with GES and RigAssetCo. Two of our directors as of December 31, 2014, also were directors of the parent company of GES. | |
During the year ended December 31, 2012, we purchased inventory from GES for a total purchase price $0.8 million. | |
In connection with the Contribution Agreement, we also entered into an agreement with GES pursuant to which the we and GES provided various services to each other on a transitional basis in order to ensure an orderly transition of the operations acquired in the Contribution Transaction (the “Transition Services Agreement”). These transitional services included (i) ICD providing accounting and information technology support to GES, (ii) ICD completing certain warranty work and other services work relating to contracts not assumed in the Contribution Transaction, (iii) the lease of certain real estate by GES from ICD and (iv) GES providing various services and payroll assistance for ICD. We did not provide any of these services to GES during 2013 or 2014, but for the year ended December 31, 2012, we recorded $1.5 million in revenues related to the Transition Services Agreement. All amounts owed to us by GES pursuant to the Transition Services Agreement have been paid. | |
One of the 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 year ended December 31, 2014 and 2013, respectively. There were no outstanding trade receivables with this customer as of December 31, 2014 and totaled $0.9 million as of December 31, 2013. The outstanding trade receivable is included in accounts receivable, net in our accompanying balance sheet. We did not transact any business with this customer for the year ended December 31, 2012. | |
GES Drilling Services | |
Related Party Transaction [Line Items] | |
Related Parties and Other Matters | RELATED PARTIES |
During 2012, GES did business with entities under common ownership, and related party payables, receivables and debt was forgiven. The net amount of the debt forgiveness was $6,063 for March 1, 2012. | |
Lime Rock Partners III, L.P., an affiliated fund of Lime Rock Partners V, L.P., owns a majority stake in GES Global Energy Services, Inc. Global Energy Services, Inc. is a wholly owned subsidiary of IDM Group, Ltd. As of March 1, 2012, GES Global Energy Services, Inc. has four direct wholly owned subsidiaries, GES LLC, LERS, Southwest Oilfield Products, Inc. and SWOP Acquisition, LLC. | |
Lime Rock Partners III, L.P. owns a minority stake in Independence Contract Drilling, LLC (“RigAssetCo”). For the period ended March 1, 2012, GES had $5,756 of revenue from RigAssetCo. | |
At March 1, 2012 Lime Rock Partners V, L.P. held shares of common stock of Archer Limited. As of March 1, 2012, GES had receivables from Archer Limited of $278, and for the period ended March 1, 2012, GES had $175 of revenue from Archer Limited. |
Unaudited_Quarterly_Financial_
Unaudited Quarterly Financial Data | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Unaudited Quarterly Financial Data | Unaudited Quarterly Financial Data | |||||||||||||||
A summary of our unaudited quarterly financial data is as follows: | ||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||
Quarter Ended | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
Revenue | $ | 13,549 | $ | 14,661 | $ | 19,123 | $ | 23,014 | ||||||||
Operating income (loss) | (5,199 | ) | 1,444 | (672 | ) | (28,640 | ) | |||||||||
Net income (loss) | (3,705 | ) | 1,556 | (1,413 | ) | (24,606 | ) | |||||||||
Loss per share: | ||||||||||||||||
Basic | $ | (0.30 | ) | $ | 0.13 | $ | (0.07 | ) | $ | (1.00 | ) | |||||
Diluted | $ | (0.30 | ) | $ | 0.13 | $ | (0.07 | ) | $ | (1.00 | ) | |||||
Year Ended December 31, 2013 | ||||||||||||||||
Quarter Ended | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
Revenue | $ | 8,257 | $ | 9,784 | $ | 11,604 | $ | 13,141 | ||||||||
Operating loss | (1,862 | ) | (1,359 | ) | (241 | ) | (1,195 | ) | ||||||||
Net income (loss) | (1,696 | ) | (669 | ) | 576 | (208 | ) | |||||||||
Loss per share: | ||||||||||||||||
Basic | $ | (0.14 | ) | $ | (0.05 | ) | $ | 0.05 | $ | (0.02 | ) | |||||
Diluted | $ | (0.14 | ) | $ | (0.05 | ) | $ | 0.05 | $ | (0.02 | ) | |||||
Schedule_II_Valuation_and_Qual
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ||||||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||
Balance at Beginning of Period | Charged to Costs and Expenses | Deductions | Balance at End of Period | |||||||||||||
(in thousands) | ||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||
Allowance for doubtful accounts | $ | 93 | $ | 123 | $ | (87 | ) | $ | 129 | |||||||
Valuation allowance for deferred tax assets | $ | — | $ | 4,449 | $ | — | $ | 4,449 | ||||||||
Year Ended December 31, 2013 | ||||||||||||||||
Allowance for doubtful accounts | $ | 256 | $ | 93 | $ | (256 | ) | $ | 93 | |||||||
Valuation allowance for deferred tax assets | $ | — | $ | — | $ | — | $ | — | ||||||||
Year Ended December 31, 2012 | ||||||||||||||||
Allowance for doubtful accounts | $ | — | $ | 256 | $ | — | $ | 256 | ||||||||
Valuation allowance for deferred tax assets | $ | 60 | $ | (60 | ) | $ | — | — | ||||||||
Subsequent_Events_Notes
Subsequent Events (Notes) (GES Drilling Services) | 12 Months Ended |
Dec. 31, 2014 | |
GES Drilling Services | |
Subsequent Events | SUBSEQUENT EVENTS |
On March 2, 2012, certain fixed assets, intellectual property and personnel of GES were sold to a newly formed company, Independence Contract Drilling, Inc. (“ICD”), for $20 million of common stock of ICD, warrants to purchase 1.4 million shares of common stock of ICD and the assumption of approximately $2.2 million of long-term indebtedness. | |
GES evaluated all events and transactions that occurred after March 1, 2012 through the date of the transaction identified above. After the transaction GES ceased operations. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Nature of Operations [Line Items] | ||||||||||||
Basis of Presentation | Basis of Presentation | |||||||||||
These audited 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”). As we had no items of other comprehensive income in any period presented, no other comprehensive income or comprehensive income is presented. | ||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||
We consider short term, highly liquid investments that have an original maturity of three months or less to be cash equivalents. | ||||||||||||
Accounts Receivables | Accounts Receivable | |||||||||||
Accounts receivable is comprised primarily of amounts due from our customers for contract drilling services. Accounts receivable are reduced to reflect estimated realizable values by an allowance for doubtful accounts based on historical collection experience and specific review of individual accounts. Receivables are written off when they are deemed to be uncollectible. The allowance for doubtful accounts totaled $0.1 million and $0.1 million as of December 31, 2014 and December 2013, respectively. | ||||||||||||
Inventory | Inventory | |||||||||||
Inventory is stated at lower of cost or market and consists primarily of replacement parts and supplies held for use in our drilling operations. Cost is determined on an average cost basis. | ||||||||||||
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net | |||||||||||
Property, plant and equipment, including renewals and betterments, are stated at cost less accumulated depreciation. All property, plant and equipment are depreciated using the straight-line method based on the estimated useful lives of the assets. The cost of maintenance and repairs are expensed as incurred. Major overhauls and upgrades are capitalized and depreciated over their remaining useful life. | ||||||||||||
Depreciation of property, plant and equipment is recorded based on the estimated useful lives of the assets as follows: | ||||||||||||
Estimated | ||||||||||||
Useful Life | ||||||||||||
Buildings | 20 | - | 39 years | |||||||||
Drilling rigs and related equipment | 5 | - | 20 years | |||||||||
Machinery, equipment and other | 3 | - | 7 years | |||||||||
Vehicles | 2 | - | 5 years | |||||||||
Software | 2 | - | 7 years | |||||||||
We own substantially all of our rig assembly yard and corporate offices located in Houston, Texas. We lease a number of vehicles and land for equipment and inventory storage. Leases are evaluated at inception or at any subsequent material modification to determine if the lease should be classified as a capital or operating lease. We do not currently have any capital leases. | ||||||||||||
We review our assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets that are to be held and used is measured by comparison of the estimated future undiscounted cash flows associated with the asset to the carrying amount of the asset. If such assets are considered to be impaired, an impairment charge is recorded in the amount by which the carrying amount of the assets exceeds their estimated fair value determined using discounted cash flows. Other than the impairment associated with the damage to one of our non-walking rigs (Note 1), no impairments were recorded for the years ended December 31, 2014 or December 31, 2013. | ||||||||||||
Construction in progress represents the costs incurred for drilling rigs that remain under construction at the end of the period. This includes third party costs relating to the purchase of rig components as well as labor, material and other identifiable direct and indirect costs associated with the construction of the rig. | ||||||||||||
Property, Plant and Equipment, Impairment | We review our assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets that are to be held and used is measured by comparison of the estimated future undiscounted cash flows associated with the asset to the carrying amount of the asset. If such assets are considered to be impaired, an impairment charge is recorded in the amount by which the carrying amount of the assets exceeds their estimated fair value determined using discounted cash flows. | |||||||||||
Capitalized interest | Capitalized Interest | |||||||||||
We capitalize interest expense related to rig construction projects. Interest expense is capitalized during the construction period based on the weighted average interest rate of the related debt. Capitalized interest amounted to $1.0 million, $0.4 million and $0.0 million during the year ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
Goodwill | Goodwill | |||||||||||
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in connection with the Contribution Transaction. Goodwill is not amortized, but rather tested and assessed for impairment annually or more frequently if certain events or changes in circumstance indicate the carrying amount may exceed fair value. The annual test for goodwill impairment is performed during the fourth quarter of each year and begins with a qualitative assessment of whether it is “more likely than not” that the fair value of our business is less than its carrying value. If the qualitative analysis indicates that it is “more likely than not” that our business’ fair value is less than its carrying value, the resulting goodwill impairment test would consist of a two-step accounting test. The first step of the goodwill impairment test identifies the potential impairment, resulting if the fair value of a reporting unit (including goodwill) is less than its carrying amount. If during testing, it is determined that the fair value of net assets (including goodwill) exceeds its carrying amount, the goodwill of such net assets are not considered impaired and the second step of the goodwill impairment test is not applicable. However, if the fair value of net assets (including goodwill) is less than its carrying amount, we would then proceed to the second step in the goodwill impairment test. The second step includes hypothetically valuing the net assets as if they had been acquired in a business combination. Then, the implied fair value of the net assets’ goodwill is compared to the carrying value of that goodwill. If the carrying value of net assets’ goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess, not to exceed the carrying value. | ||||||||||||
Our analysis considered the discounted cash flow method, market capitalization and the guideline company method. Based on this analysis, we recorded a goodwill impairment of $11.0 million for the year ended December 31, 2014, which represents the impairment of 100% of the goodwill recorded in the Contribution Transaction (Note 1). This impairment was primarily the result of the significant downturn in industry conditions in late 2014 and the related uncertainty regarding demand for our contract drilling services and new rig construction, as well as the decline in the price of our common stock as of December 31, 2014. No goodwill impairment was recorded in 2013 or 2012. | ||||||||||||
Intangible Assets | Intangible Assets | |||||||||||
Identified intangible assets with determinable lives have historically consisted of drilling contracts and rig manufacturing intellectual property obtained in connection with the Contribution Transaction. Intangibles related to the drilling contracts were amortized on a straight-line basis over their estimated useful lives of six months while the identified intangibles related to the rig manufacturing intellectual property were being amortized on a straight-line basis over their estimated useful lives of ten years. | ||||||||||||
The identifiable intangibles are evaluated for impairment at the end of each reporting period if events occur or circumstances change that would more likely than not reduce the fair value of the intangibles below their carrying amounts. During the fourth quarter of 2014, as a result of the significant downturn in industry conditions in late 2014 and the related uncertainty regarding demand for our drilling services and new rig construction, we re-evaluated the cost efficiencies to be realized in future rig construction. As a result of this evaluation, and current economic environment, management reassessed the remaining useful life of our rig manufacturing intellectual property reducing it from 7.2 years, to zero years. As a result of this revised estimate, we recorded additional amortization expense of $19.6 million which has been included in "Goodwill impairment and other charges" in the accompanying statement of operations. | ||||||||||||
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 the GES Warrant and long-term debt. | ||||||||||||
The GES Warrant, which expired 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, this warrant derivative liability is marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to 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 recorded at fair value using Level 3 inputs 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 in August 2014, the warrant liability was recorded at fair value using Level 1 inputs (our share price) for the year ended December 31, 2014. | ||||||||||||
Based on the price of our stock on December 31, 2014 and the short period of time until the expiration of the GES Warrant on March 2, 2015, the warrant had no value as of December 31, 2014. The fair value of the GES warrant as of December 31, 2013 was $3.2 million. We recorded non-cash gains on warrant derivative associated with the changes in fair value of $3.2 million, $1.0 million and $3.7 million for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively. | ||||||||||||
The following provides a reconciliation of financial liabilities measured at fair value on a recurring basis using Level 3 inputs: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Beginning balance | $ | 3,189 | $ | 4,224 | $ | — | ||||||
Issuance of GES warrant | — | — | 7,879 | |||||||||
Gain on warrant derivative | (3,189 | ) | (1,035 | ) | (3,655 | ) | ||||||
Ending balance | $ | — | $ | 3,189 | $ | 4,224 | ||||||
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 our current borrowing rate for comparable debt instruments. The estimated fair value of our long-term debt totaled $22.9 million and $18.6 million as of December 31, 2014 and 2013, respectively, compared to a carrying amount of $22.5 million and $19.8 million as of December 31, 2014 and 2013, respectively. | ||||||||||||
Fair value measurements were applied with respect to our non-financial assets and liabilities measured on a nonrecurring 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 Transaction (Note 1). There were no transfers between levels of the hierarchy for the years ended December 31, 2014 and 2013. | ||||||||||||
Revenue and Cost Recognition | Revenue and Cost Recognition | |||||||||||
Our revenues are principally derived from contract drilling services, as well as product sales, and field services provided to third parties, and transitional services provided to GES pursuant to a transitional services agreement (the “Transition Services Agreement”) entered into in connection with the Contribution Agreement (Note 1). | ||||||||||||
We record contract drilling revenue for daywork contracts daily as work progresses, assuming collectability is assured. Daywork drilling contracts provide that revenue is earned daily based on a specified rate per day and the term of the contract which can be for a specific period of time or a specified number of wells. We generally receive lump-sum payments for the mobilization of rigs and other drilling equipment at the commencement of a new drilling contract. Revenue and costs associated with the mobilization are deferred and recognized ratably over the term of the related drilling contract once the rig spuds. Costs incurred to relocate rigs and other equipment to an area in which a contract has not been secured are expensed as incurred. | ||||||||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||||||
We record compensation expense over the applicable vesting period for all stock-based compensation based on the grant date fair value of the award. The expense is included in selling, general and administrative expense in our statement of operations or capitalized in connection with rig construction activity. | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
We use the asset and liability method of accounting for income taxes. Under this method, we record deferred income taxes based upon differences between the financial reporting basis and tax basis of assets and liabilities, and use enacted tax rates and laws that we expect will be in effect when we realize those assets or settle those liabilities. We review deferred tax assets for a valuation allowance based upon management’s estimates of whether it is more likely than not that a portion of the deferred tax asset will be fully realized in a future period. | ||||||||||||
We recognize the financial statement benefit of a tax position only after determining that the relevant taxing authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. | ||||||||||||
Our policy is to include interest and penalties related to the unrecognized tax benefits within the income tax expense (benefit) line item in our statement of operations. | ||||||||||||
Use of Estimates | Use of Estimates | |||||||||||
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses recognized during the reporting period. Actual results could differ from these estimates. | ||||||||||||
Recently Issued Accounting Pronouncements | Recently Issued 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. | ||||||||||||
GES Drilling Services | ||||||||||||
Nature of Operations [Line Items] | ||||||||||||
Basis of Presentation | Basis of Presentation | |||||||||||
These combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All significant transactions and balances between the entities have been eliminated. | ||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||
We consider short term, highly liquid investments that have an original maturity of three months or less to be cash equivalents. | ||||||||||||
Accounts Receivables | Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||
The allowance for doubtful accounts is based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires GES to make significant judgments. Allowances for doubtful accounts are determined based on a continuous process of assessing GES’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and financial condition of GES’s customers. Based on a review of these factors, GES will establish or adjust allowances for specific customers and the accounts receivable portfolio as a whole. At March 1, 2012 the allowance for doubtful accounts is $567. | ||||||||||||
Below is a rollforward of the allowance for doubtful accounts for the period from January 1, 2012 through March 1, 2012: | ||||||||||||
Beginning balance | $ | 224 | ||||||||||
Adjustment to bad debt provision | 343 | |||||||||||
Accounts written off | — | |||||||||||
Ending balance | $ | 567 | ||||||||||
Inventory | Inventory | |||||||||||
Inventory is stated at lower of cost or market. Inventory consists primarily of purchased components for use in the manufacturing of drilling rigs. Cost is determined using the first-in, first-out (“FIFO”) method. Appropriate consideration is given to obsolescence, excess quantities and other factors in evaluating net realizable value. GES determines reserves for inventory based on historical usage of inventory, age of inventory on hand, assumptions about future demand and market conditions, and estimates about potential alternative uses. | ||||||||||||
Property, Plant and Equipment, Net | Property, Plant and Equipment | |||||||||||
Property, plant and equipment are stated at cost. Additions of new equipment and major renewals and replacements of existing equipment are capitalized. Repairs and minor replacements are charged to operations as incurred. Cost and accumulated depreciation and amortization are removed from the accounts when assets are sold or retired, and the resulting gains or losses are included in operations. | ||||||||||||
Depreciation of property, plant and equipment is provided using the straight-line method applied to the expected useful lives of the assets as follows: | ||||||||||||
Estimated | ||||||||||||
useful life | ||||||||||||
Buildings | 20 | - | 39 years | |||||||||
Machinery and equipment | 3 | - | 15 years | |||||||||
Office furniture, fixtures and fittings | 3 | - | 7 years | |||||||||
Vehicles | 2 | - | 5 years | |||||||||
Software | 5 years | |||||||||||
Intangible Assets | Intangible Assets, including Goodwill | |||||||||||
Identified intangible assets with determinable lives consist primarily of trade names and customer relationships acquired in the LERS acquisition. Identified intangibles are being amortized on a straight-line basis over their estimated useful lives of 10 years. The identifiable intangibles are evaluated for impairment if events occur or circumstances change that would more likely than not reduce the fair value of the intangibles below its carrying amount. GES evaluated the identifiable intangibles due to broad economic indicators and no impairment was recorded. | ||||||||||||
GES evaluates the carrying value of goodwill on an annual basis and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, GES compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. No impairment loss was recognized for the period from January 1, 2012 through March 1, 2012. | ||||||||||||
Financial Instruments and Fair Value | Financial Instruments | |||||||||||
GES’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, billings in excess of related costs and estimated earnings, and debt. The carrying values of cash and cash equivalents, accounts, accounts payable, billings in excess of related costs and estimated earnings, and debt approximate fair value as these items are short term in nature. GES has no financial instruments that are required to be measured at fair value on a recurring basis. | ||||||||||||
Advertising Costs | Advertising Costs | |||||||||||
GES expenses advertising costs as incurred. For the period from January 1, 2012 through March 1, 2012 advertising expense is $1. | ||||||||||||
Warranty Expense | Warranty Expense | |||||||||||
GES offers a limited warranty on certain products and provides for estimated warranty costs at the time of sale. Generally, the warranty period is one year from the date of delivery. This warranty reserve is reviewed annually and is based on historical warranty claims. The warranty reserve at March 1, 2012 is $143. | ||||||||||||
Revenue and Cost Recognition | Revenue and Cost Recognition | |||||||||||
GES’s products and services are sold based upon purchase orders or contracts with the customer that include fixed or determinable prices and that do not generally include right of return or other similar provisions or other significant post-delivery obligations. | ||||||||||||
Except for certain long-term construction contract sales described below, GES records revenue from the sale of equipment, components and parts sold to the customers when title and risk of loss has passed to the customer, collectability is reasonably assured, pricing is fixed and the products have been shipped or delivered to customers, as applicable. GES records revenue from services performed when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, pricing is fixed or determinable and collectability is reasonably assured. GES’s policy on field service jobs is to require signoff from the customer regarding amounts billed before revenue is recognized. The agreement by the customer of the preliminary invoice indicates evidence that an arrangement exists. Customer advances or deposits are deferred and recognized as revenue as GES completes its performance obligations or final completion of the product related to the sale. Included in operating costs is $77 of depreciation expense for equipment directly related to manufacturing for the period from January 1, 2012 through March 1, 2012. | ||||||||||||
Revenue Recognition under Long-term Construction Contracts | ||||||||||||
GES recognizes revenues on construction of rigs using the percentage-of-completion method, with the estimated earnings generally being accrued on the percentage that costs-to-date bear to total estimated costs. Projected losses, if any, are provided for in their entirety without reference to the percentage of completion. Because of the inherent uncertainties in estimating costs, it is possible that GES’s estimates of costs and revenues may be revised prior to contract completion. Revisions in costs and estimated earnings precipitated by changing conditions and circumstances during the term of the contracts are reflected in the accounting period in which the need for such revisions becomes known. | ||||||||||||
Contract costs include all direct material, labor costs and those indirect costs related to contract performance. General and administrative costs are charged to expense as incurred. The current liability “billings in excess of related costs and estimated earnings” represents billings in excess of revenue recognized. | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
GES uses the liability method of accounting for income taxes. Under this method, it records deferred income taxes based on temporary differences between the financial reporting and tax basis of assets and liabilities and uses enacted tax rates and laws that GES expects will be in effect when it recovers those assets or settles those liabilities, as the case may be, to measure those taxes. GES reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized. | ||||||||||||
GES recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. During the period ended March 1, 2012, GES did not identify any uncertain tax positions requiring recognition. | ||||||||||||
GES’s policy is to include interest and penalties related to the unrecognized tax benefits within the income tax expense (benefit) line item in the combined financial statements. | ||||||||||||
Use of Estimates | Use of Estimates | |||||||||||
Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the amounts reported in the combined financial statements and related disclosures. Actual results could differ from those estimates. | ||||||||||||
Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements Issued | |||||||||||
In September 2011, the FASB issued new guidance relative to the test for goodwill impairment. The new guidance permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The new guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 with early adoption permitted. GES is in the process of evaluating the impact of the new guidance. | ||||||||||||
In December 2010, the FASB issued new guidance relative to the test for goodwill impairment. The new guidance pertains to entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. If it is more likely than not that goodwill impairment exists, the entity is required to perform Step 2 of the goodwill impairment test. This requires consideration of any adverse qualitative factors indicating that impairment may exist. The new guidance is effective for nonpublic entities for fiscal years, and interim periods within those years, beginning after December 15, 2011 with early adoption permitted. GES has considered this guidance in its assessment of reported goodwill and other intangible assets. | ||||||||||||
Other recent accounting pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of GES. |
Nature_of_Operations_Tables
Nature of Operations (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Nature of operations [Abstract] | ||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | A summary of the assets acquired and liabilities assumed in connection with the RigAssetCo transaction is set forth below: | |||
Purchase price | ||||
Common stock issued (2,353,038 shares at approximately $12.74 per share) | $ | 29,975 | ||
Purchase price allocation | ||||
Cash | 9,236 | |||
Deposits | 19,131 | |||
Intangibles | ||||
Third party drilling contracts | 1,511 | |||
Goodwill | 689 | |||
Total assets acquired | 30,567 | |||
Deferred taxes | 592 | |||
Total liabilities assumed | 592 | |||
Allocated purchase price | $ | 29,975 | ||
A summary of the assets acquired and liabilities assumed in connection with the GES transaction is set forth below: | ||||
Purchase price | ||||
Common stock issued (1,570,000 shares at approximately $12.74 per share) | $ | 20,000 | ||
GES warrant | 7,879 | |||
Total purchase price | $ | 27,879 | ||
Purchase price allocation | ||||
Cash | $ | 7,893 | ||
Accounts receivable | 1,426 | |||
Vendor deposits | 2,737 | |||
Land, buildings and equipment | 3,773 | |||
Construction in progress | 6,374 | |||
Intangibles | ||||
Rig manufacturing intellectual property | 27,376 | |||
Goodwill | 10,318 | |||
Total assets acquired | 59,897 | |||
Current liabilities | 19,252 | |||
Debt | 2,125 | |||
Deferred taxes | 10,641 | |||
Total liabilities assumed | 32,018 | |||
Allocated purchase price | $ | 27,879 | ||
Fair Value Calculation for GES Warrant | The fair value calculation for the GES warrant included the following assumptions: | |||
Risk-free interest rate | 0.64 | % | ||
Expected volatility | 40 | % | ||
Dividend yield | — | |||
Expected term | 3.0 years | |||
Summary of Net Proceeds, Private Placement | The following table summarizes the net proceeds we received in the Private Placement, after the deduction of applicable costs and expenses: | |||
(in thousands) | ||||
Common stock (8,264,323 shares at approximately $12.74 per share) | $ | 105,278 | ||
Less: Initial purchasers discount | (5,419 | ) | ||
Other expenses | (1,501 | ) | ||
Net proceeds | $ | 98,358 | ||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Nature of Operations [Line Items] | ||||||||||||
Schedule of Estimated Useful Lives of Assets | Depreciation of property, plant and equipment is recorded based on the estimated useful lives of the assets as follows: | |||||||||||
Estimated | ||||||||||||
Useful Life | ||||||||||||
Buildings | 20 | - | 39 years | |||||||||
Drilling rigs and related equipment | 5 | - | 20 years | |||||||||
Machinery, equipment and other | 3 | - | 7 years | |||||||||
Vehicles | 2 | - | 5 years | |||||||||
Software | 2 | - | 7 years | |||||||||
Property, plant, and equipment consisted of the following: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
(in thousands) | ||||||||||||
Land | $ | 1,344 | $ | 1,344 | ||||||||
Buildings | 2,025 | 1,723 | ||||||||||
Drilling rigs and related equipment | 227,758 | 132,226 | ||||||||||
Machinery, equipment and other | 1,287 | 1,595 | ||||||||||
Vehicles | 266 | 374 | ||||||||||
Software | 714 | 743 | ||||||||||
Construction in progress | 38,974 | 954 | ||||||||||
$ | 272,368 | $ | 138,959 | |||||||||
Less: Accumulated depreciation | (21,870 | ) | (9,471 | ) | ||||||||
$ | 250,498 | $ | 129,488 | |||||||||
Reconciliation of Financial Liabilities Measured at Fair Value on Recurring Basis | The following provides a reconciliation of financial liabilities measured at fair value on a recurring basis using Level 3 inputs: | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands) | ||||||||||||
Beginning balance | $ | 3,189 | $ | 4,224 | $ | — | ||||||
Issuance of GES warrant | — | — | 7,879 | |||||||||
Gain on warrant derivative | (3,189 | ) | (1,035 | ) | (3,655 | ) | ||||||
Ending balance | $ | — | $ | 3,189 | $ | 4,224 | ||||||
GES Drilling Services | ||||||||||||
Nature of Operations [Line Items] | ||||||||||||
Schedule of Estimated Useful Lives of Assets | Depreciation of property, plant and equipment is provided using the straight-line method applied to the expected useful lives of the assets as follows: | |||||||||||
Estimated | ||||||||||||
useful life | ||||||||||||
Buildings | 20 | - | 39 years | |||||||||
Machinery and equipment | 3 | - | 15 years | |||||||||
Office furniture, fixtures and fittings | 3 | - | 7 years | |||||||||
Vehicles | 2 | - | 5 years | |||||||||
Software | 5 years | |||||||||||
At March 1, 2012 property, plant, and equipment consisted of the following: | ||||||||||||
Land | $ | 1,034 | ||||||||||
Buildings and improvements | 3,351 | |||||||||||
Machinery, equipment and other | 1,603 | |||||||||||
Office, furniture and fittings | 313 | |||||||||||
Vehicles | 38 | |||||||||||
6,339 | ||||||||||||
Less: Accumulated depreciation | (1,748 | ) | ||||||||||
$ | 4,591 | |||||||||||
Allowance for Accounts Receivable | Below is a rollforward of the allowance for doubtful accounts for the period from January 1, 2012 through March 1, 2012: | |||||||||||
Beginning balance | $ | 224 | ||||||||||
Adjustment to bad debt provision | 343 | |||||||||||
Accounts written off | — | |||||||||||
Ending balance | $ | 567 | ||||||||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory [Line Items] | ||||||||
Schedule of Inventory | Inventory consisted of the following: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Raw materials and purchased components | $ | 2,124 | $ | 1,128 | ||||
GES Drilling Services | ||||||||
Inventory [Line Items] | ||||||||
Schedule of Inventory | At March 1, 2012 inventory consisted of the following: | |||||||
Raw materials and purchased components | $ | 4,986 | ||||||
Work-in process | 1,071 | |||||||
$ | 6,057 | |||||||
Percentage_of_Completion_Contr1
Percentage of Completion Contracts (Tables) (GES Drilling Services) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
GES Drilling Services | ||||
Revenue Recognition, Milestone Method [Line Items] | ||||
Contracts in Progress | Information with respect to contracts in progress at March 1, 2012 is summarized as follows: | |||
Costs to date | $ | 18,825 | ||
Estimated earnings to date | 2,158 | |||
Less: Billings to date | (33,718 | ) | ||
$ | (12,735 | ) |
Property_Plant_and_Equipment_N1
Property, Plant and Equipment, Net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, Plant and Equipment | Depreciation of property, plant and equipment is recorded based on the estimated useful lives of the assets as follows: | |||||||
Estimated | ||||||||
Useful Life | ||||||||
Buildings | 20 | - | 39 years | |||||
Drilling rigs and related equipment | 5 | - | 20 years | |||||
Machinery, equipment and other | 3 | - | 7 years | |||||
Vehicles | 2 | - | 5 years | |||||
Software | 2 | - | 7 years | |||||
Property, plant, and equipment consisted of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Land | $ | 1,344 | $ | 1,344 | ||||
Buildings | 2,025 | 1,723 | ||||||
Drilling rigs and related equipment | 227,758 | 132,226 | ||||||
Machinery, equipment and other | 1,287 | 1,595 | ||||||
Vehicles | 266 | 374 | ||||||
Software | 714 | 743 | ||||||
Construction in progress | 38,974 | 954 | ||||||
$ | 272,368 | $ | 138,959 | |||||
Less: Accumulated depreciation | (21,870 | ) | (9,471 | ) | ||||
$ | 250,498 | $ | 129,488 | |||||
GES Drilling Services | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, Plant and Equipment | Depreciation of property, plant and equipment is provided using the straight-line method applied to the expected useful lives of the assets as follows: | |||||||
Estimated | ||||||||
useful life | ||||||||
Buildings | 20 | - | 39 years | |||||
Machinery and equipment | 3 | - | 15 years | |||||
Office furniture, fixtures and fittings | 3 | - | 7 years | |||||
Vehicles | 2 | - | 5 years | |||||
Software | 5 years | |||||||
At March 1, 2012 property, plant, and equipment consisted of the following: | ||||||||
Land | $ | 1,034 | ||||||
Buildings and improvements | 3,351 | |||||||
Machinery, equipment and other | 1,603 | |||||||
Office, furniture and fittings | 313 | |||||||
Vehicles | 38 | |||||||
6,339 | ||||||||
Less: Accumulated depreciation | (1,748 | ) | ||||||
$ | 4,591 | |||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following (in thousands except for estimated useful lives): | |||||||||||||
31-Dec-14 | ||||||||||||||
Estimated | Gross | Accumulated | Net | |||||||||||
Useful | Amount | Amortization | Book Value | |||||||||||
Lives | ||||||||||||||
Rig manufacturing intellectual property | 10 years | $ | 27,376 | $ | 27,376 | $ | — | |||||||
31-Dec-13 | ||||||||||||||
Estimated | Gross | Accumulated | Net | |||||||||||
Useful | Amount | Amortization | Book Value | |||||||||||
Lives | ||||||||||||||
Rig manufacturing intellectual property | 10 years | $ | 27,376 | $ | 5,019 | $ | 22,357 | |||||||
GES Drilling Services | ||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||||||
Schedule of Finite-Lived Intangible Assets | At March 1, 2012 intangible assets consisted of the following: | |||||||||||||
Historical | Accumulated | |||||||||||||
cost | amortization | |||||||||||||
Trade names | $ | 780 | $ | 253 | ||||||||||
Customer relationships | 4,050 | 1,317 | ||||||||||||
$ | 4,830 | $ | 1,570 | |||||||||||
Schedule of Finite-lived Intangible Assets Amortization Expense | Amortization expense of identified intangibles in each of the next five years, for the twelve month periods ended March 1, and thereafter is expected to be as follows: | |||||||||||||
2013 | 483 | |||||||||||||
2014 | 483 | |||||||||||||
2015 | 483 | |||||||||||||
2016 | 483 | |||||||||||||
2017 | 483 | |||||||||||||
Thereafter | 845 | |||||||||||||
$ | 3,260 | |||||||||||||
Supplemental_Balance_Sheet_and1
Supplemental Balance Sheet and Cash Flow Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Payables and Accruals [Abstract] | ||||||||||||
Supplemental Cash Flow Disclosures | Supplemental cash flow information: | |||||||||||
Year Ended December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Supplemental disclosure of cash flow information | ||||||||||||
Cash paid during the period for interest | $ | 1,907 | $ | 196 | $ | 10 | ||||||
Cash paid during the period for taxes | 135 | — | — | |||||||||
Supplemental disclosure of non-cash investing and financing activity | ||||||||||||
Stock-based compensation capitalized as property, plant and equipment | 656 | 418 | 354 | |||||||||
Purchases of property, plant and equipment in accounts payable | 19,292 | 1,974 | 8,262 | |||||||||
Common stock issued in connection with the contribution transactions | — | — | 49,975 | |||||||||
Warrant issued in connection with the contribution transactions | — | — | 7,879 | |||||||||
Accrued Liabilities [Line Items] | ||||||||||||
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: | |||||||||||
December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | ||||||||||
Accrued salaries and other compensation | $ | 2,710 | $ | 1,868 | ||||||||
Insurance | 488 | 485 | ||||||||||
Deferred mobilization revenues | 1,281 | 684 | ||||||||||
Property, sales and other tax | 1,710 | 787 | ||||||||||
Other | 781 | 343 | ||||||||||
$ | 6,970 | $ | 4,167 | |||||||||
GES Drilling Services | ||||||||||||
Accrued Liabilities [Line Items] | ||||||||||||
Schedule of Accrued Liabilities | Accrued liabilities which are due within one year as of March 1, 2012 consist of the following: | |||||||||||
Accrued salaries and other compensation | $ | 571 | ||||||||||
Accrued warranty reserve | 143 | |||||||||||
Property and sales tax | 93 | |||||||||||
Received not invoiced inventory | 2,049 | |||||||||||
$ | 2,856 | |||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) (GES Drilling Services) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
GES Drilling Services | ||||
Debt Instrument [Line Items] | ||||
Schedule of Short-term Debt [Table Text Block] | Current portion of debt as of March 1, 2012 consists of the following: | |||
Term loan—IBERIABANK | $ | 150 | ||
$ | 150 | |||
Schedule of Long-term Debt Instruments [Table Text Block] | Long-term debt as of March 1, 2012 consists of the following: | |||
Term loan—IBERIABANK | $ | 1,975 | ||
$ | 1,975 | |||
Schedule of Maturities of Long-term Debt [Table Text Block] | Scheduled maturities for each of the five years subsequent to March 1, 2012 are as follows: | |||
2013 | $ | 150 | ||
2014 | 150 | |||
2015 | 150 | |||
2016 | 150 | |||
2017 | 1,525 | |||
$ | 2,125 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax benefit are as follows: | |||||||||||
Year Ended December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Current: | ||||||||||||
Federal | $ | — | $ | 4 | $ | — | ||||||
State | 384 | 157 | — | |||||||||
384 | 161 | — | ||||||||||
Deferred: | ||||||||||||
Federal | $ | (3,656 | ) | $ | (1,506 | ) | $ | (4,818 | ) | |||
State | (86 | ) | (537 | ) | (583 | ) | ||||||
(3,742 | ) | (2,043 | ) | (5,401 | ) | |||||||
Income tax benefit | $ | (3,358 | ) | $ | (1,882 | ) | $ | (5,401 | ) | |||
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the income tax benefit that was recorded compared to taxes provided at the U.S. statutory rate: | |||||||||||
Year Ended December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Income tax benefit at the statutory federal rate (35%) | $ | (11,034 | ) | $ | (1,358 | ) | $ | (3,622 | ) | |||
Goodwill impairment | 3,852 | — | — | |||||||||
Warrant | (1,116 | ) | (362 | ) | (1,279 | ) | ||||||
Nondeductible expenses | 143 | 243 | 143 | |||||||||
Valuation allowance | 4,449 | — | (60 | ) | ||||||||
State taxes, net of federal benefit | 105 | (436 | ) | (574 | ) | |||||||
Other | 243 | 31 | (9 | ) | ||||||||
Income tax benefit | $ | (3,358 | ) | $ | (1,882 | ) | $ | (5,401 | ) | |||
Effective tax rate | 10.7 | % | 48.5 | % | 52.2 | % | ||||||
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities are as follows: | |||||||||||
December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | ||||||||||
Deferred assets | ||||||||||||
Bad debts | $ | 46 | $ | 33 | ||||||||
Stock-based compensation | 2,061 | 1,326 | ||||||||||
Accrued vacation and other | 76 | — | ||||||||||
Deferred mobilization cost | 667 | 245 | ||||||||||
Net operating losses | 32,199 | 31,416 | ||||||||||
Total net deferred tax assets | 35,049 | 33,020 | ||||||||||
Deferred liabilities | ||||||||||||
Prepaids | $ | (300 | ) | $ | (428 | ) | ||||||
Property, plant and equipment | (30,300 | ) | (28,325 | ) | ||||||||
Intangible assets | — | (8,009 | ) | |||||||||
Total net deferred tax liabilities | (30,600 | ) | (36,762 | ) | ||||||||
Valuation allowance | $ | (4,449 | ) | $ | — | |||||||
Net deferred tax liability | $ | — | $ | (3,742 | ) | |||||||
GES Drilling Services | ||||||||||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | Income tax benefit for the period ended March 1, 2012 is as follows: | |||||||||||
Deferred | ||||||||||||
Federal | $ | — | ||||||||||
State | (2,149 | ) | ||||||||||
Income tax benefit | $ | (2,149 | ) | |||||||||
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the actual taxes to the statutory U.S. taxes for the period ended March 1, 2012 is as follows: | |||||||||||
Income tax benefit at the statutory federal rate (34%) | $ | (2,323 | ) | |||||||||
Increase (decrease) resulting from: | ||||||||||||
Accumulated effect of deferred expenses | (109 | ) | ||||||||||
Change in valuation allowance | 283 | |||||||||||
Income tax benefit | $ | (2,149 | ) | |||||||||
Schedule of Deferred Tax Assets and Liabilities | Significant components of GES’s deferred tax assets and liabilities at March 1, 2012 are as follows: | |||||||||||
Deferred assets: | ||||||||||||
Bad debts | $ | 193 | ||||||||||
Obsolete inventory reserve | 2,067 | |||||||||||
Warranty reserve | 49 | |||||||||||
Accrued liabilities | 166 | |||||||||||
Tax losses | 5,864 | |||||||||||
Total net deferred tax assets | $ | 8,339 | ||||||||||
Deferred liabilities: | ||||||||||||
Property, plant and equipment | $ | (693 | ) | |||||||||
Amortizable asset basis differences | (1,108 | ) | ||||||||||
Cumulative effect of prior periods differences | (714 | ) | ||||||||||
Total net deferred tax liabilities | $ | (2,515 | ) | |||||||||
Net deferred tax asset | $ | 5,824 | ||||||||||
Valuation allowance | (5,824 | ) | ||||||||||
Total deferred taxes | $ | — | ||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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: | |||||||||||
Year Ended December 31, | ||||||||||||
(in thousands) | 2014 | 2013 | 2012 | |||||||||
Compensation cost recognized: | ||||||||||||
Stock options | $ | 1,133 | $ | 1,077 | $ | 1,549 | ||||||
Restricted stock and restricted stock units | 2,666 | 1,092 | 688 | |||||||||
Total stock-based compensation | $ | 3,799 | $ | 2,169 | $ | 2,237 | ||||||
Schedule of Options, Valuation Assumptions | The fair value calculations for options granted are based on the following weighted-average assumptions: | |||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Risk-free interest rate | 0.83 | % | 1.05 | % | ||||||||
Expected volatility | 40 | % | 40 | % | ||||||||
Dividend yield | — | — | ||||||||||
Expected term | 5.0 years | 5.8 years | ||||||||||
Schedule of Stock Options Activity | The following summary reflects the stock option activity and related information for the year ended December 31, 2014: | |||||||||||
Options | Weighted | |||||||||||
Average | ||||||||||||
Exercise | ||||||||||||
Price | ||||||||||||
Outstanding at January 1, 2014 | 963,196 | $ | 12.74 | |||||||||
Granted | — | — | ||||||||||
Exercised | — | — | ||||||||||
Forfeited/expired | — | — | ||||||||||
Outstanding at December 31, 2014 | 963,196 | $ | 12.74 | |||||||||
Exercisable at December 31, 2014 | 602,880 | $ | 12.74 | |||||||||
A summary of our unvested stock options and the changes during the year ended December 31, 2014 is presented below: | ||||||||||||
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 December 31, 2014 | 360,316 | $ | 4.32 | |||||||||
Schedule of Restricted Stock Activity | A summary of the status of our restricted stock awards and of changes in restricted stock outstanding for the year ended December 31, 2014 is as follows: | |||||||||||
Shares | Weighted | |||||||||||
Average | ||||||||||||
Grant Date | ||||||||||||
Fair Value | ||||||||||||
Per Share | ||||||||||||
Outstanding at January 1, 2014 | 147,451 | $ | 12.48 | |||||||||
Granted | 749,720 | 10.8 | ||||||||||
Vested | (118,406 | ) | 12.54 | |||||||||
Forfeited/expired | — | — | ||||||||||
Outstanding at December 31, 2014 | 778,765 | $ | 10.85 | |||||||||
Schedule of Restricted Stock Unit Activity | A summary of the status of our RSUs as of December 31, 2014, and of changes in RSUs outstanding during the year ended December 31, 2014, is as follows: | |||||||||||
RSUs | Weighted | |||||||||||
Average | ||||||||||||
Grant-Date | ||||||||||||
Fair Value | ||||||||||||
Per Share | ||||||||||||
Outstanding at January 1, 2014 | — | $ | — | |||||||||
Granted | 343,150 | 13.72 | ||||||||||
Vested and converted | — | — | ||||||||||
Forfeited/expired | — | — | ||||||||||
Outstanding at December 31, 2014 | 343,150 | $ | 13.72 | |||||||||
Stockholders_Equity_and_Loss_p1
Stockholders' Equity and Loss per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||
Schedule of Earnings Per Share | A reconciliation of the numerators and denominators of the basic and diluted losses per share computations is as follows: | |||||||||||
For the Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
(in thousands, except for per share data) | ||||||||||||
Net loss (numerator) | $ | (28,168 | ) | $ | (1,997 | ) | $ | (4,948 | ) | |||
Loss per share: | ||||||||||||
Basic | $ | (1.65 | ) | $ | (0.16 | ) | $ | (0.49 | ) | |||
Diluted | $ | (1.65 | ) | $ | (0.16 | ) | $ | (0.49 | ) | |||
Shares (denominator): | ||||||||||||
Weighted-average number of shares outstanding-basic | 17,078 | 12,179 | 10,141 | |||||||||
Weighted-average common shares outstanding-diluted | 17,078 | 12,179 | 10,141 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Operating Leased Assets [Line Items] | ||||
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 December 31, 2014, were as follows: | |||
(in thousands) | ||||
2015 | $ | 739 | ||
2016 | 427 | |||
2017 | 229 | |||
2018 | 49 | |||
2019 | 50 | |||
Thereafter | — | |||
$ | 1,494 | |||
GES Drilling Services | ||||
Operating Leased Assets [Line Items] | ||||
Minimum Rental Commitments Under Non-Cancelable Operating Leases | Minimum future lease payments under non-cancelable operating lease agreements for the twelve month periods ended March 1 are as follows: | |||
2013 | $ | 65 | ||
2014 | 19 | |||
$ | 84 | |||
Unaudited_Quarterly_Financial_1
Unaudited Quarterly Financial Data (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Schedule of Quarterly Financial Data | A summary of our unaudited quarterly financial data is as follows: | |||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||
Quarter Ended | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
Revenue | $ | 13,549 | $ | 14,661 | $ | 19,123 | $ | 23,014 | ||||||||
Operating income (loss) | (5,199 | ) | 1,444 | (672 | ) | (28,640 | ) | |||||||||
Net income (loss) | (3,705 | ) | 1,556 | (1,413 | ) | (24,606 | ) | |||||||||
Loss per share: | ||||||||||||||||
Basic | $ | (0.30 | ) | $ | 0.13 | $ | (0.07 | ) | $ | (1.00 | ) | |||||
Diluted | $ | (0.30 | ) | $ | 0.13 | $ | (0.07 | ) | $ | (1.00 | ) | |||||
Year Ended December 31, 2013 | ||||||||||||||||
Quarter Ended | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
Revenue | $ | 8,257 | $ | 9,784 | $ | 11,604 | $ | 13,141 | ||||||||
Operating loss | (1,862 | ) | (1,359 | ) | (241 | ) | (1,195 | ) | ||||||||
Net income (loss) | (1,696 | ) | (669 | ) | 576 | (208 | ) | |||||||||
Loss per share: | ||||||||||||||||
Basic | $ | (0.14 | ) | $ | (0.05 | ) | $ | 0.05 | $ | (0.02 | ) | |||||
Diluted | $ | (0.14 | ) | $ | (0.05 | ) | $ | 0.05 | $ | (0.02 | ) | |||||
Nature_of_Operations_Rig_Discl
Nature of Operations (Rig Disclosures) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Mar. 31, 2014 | Mar. 09, 2014 | |
Property, Plant and Equipment [Line Items] | |||||||||
Price per barrel | 106.06 | ||||||||
Published rig count, decrease (as a percentage) | 25.00% | ||||||||
Drilling rigs, contractual utilization (as a percentage) | 99.70% | ||||||||
Proceeds from insurance recoveries | $1,600,000 | $2,300,000 | $2,300,000 | ||||||
Cost of rig repairs | 1,000,000 | 2,000,000 | |||||||
Out of pocket, rig repair charges | 600,000 | 300,000 | |||||||
Scenario, Forecast | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Proceeds from insurance recoveries | 1,300,000 | ||||||||
Subsequent event | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Price per barrel | 49.84 | 44.08 | |||||||
Operating rig | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of rigs | 14 | 14 | |||||||
Construction in progress | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of rigs | 3 | 3 | |||||||
Multi-directional walking system | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Number of rigs | 12 | 12 | |||||||
Rig, Under Repair | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Operating equipment insurance deductible | 250,000 | ||||||||
Impairment charge | $4,700,000 |
Nature_of_Operations_Stock_Spl
Nature of Operations (Stock Split and Initial Public Offering) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
Jul. 14, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 13, 2014 | Aug. 07, 2014 | |
Class of Stock [Line Items] | ||||||
Stock split conversion ratio | 1.57 | |||||
Common stock, shares issued | 24,714,344 | 12,464,625 | ||||
Proceeds from issuance initial public offering | $116,458,000 | $0 | $0 | |||
Expenses directly associated with the offering | 10,042,000 | |||||
IPO | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares issued | 10,000,000 | 11,500,000 | ||||
Share price | $11 | |||||
Underwriting discounts and commissions expense | 7,600,000 | |||||
Expenses directly associated with the offering | $2,400,000 | |||||
Over-allotment option | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares issued | 1,500,000 | 1,500,000 |
Nature_of_Operations_Contribut
Nature of Operations (Contribution Transactions) (Details) (USD $) | 0 Months Ended | ||
Mar. 02, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
Purchase price allocation | |||
Goodwill | $11,000,000 | $0 | $11,007,000 |
Global Energy Services Operating, LLC (GES) | |||
Business Acquisition [Line Items] | |||
Consideration transferred, shares issued | 1,570,000 | ||
Price per share issued (dollars per share) | $12.74 | ||
Consideration transferred, liabilities incurred | 2,100,000 | ||
Consideration transferred, value of equity interest | 20,000,000 | ||
Total purchase price | 27,879,000 | ||
Purchase price allocation | |||
Cash | 7,893,000 | ||
Accounts receivable | 1,426,000 | ||
Vendor deposits | 2,737,000 | ||
Land, buildings and equipment | 3,773,000 | ||
Construction in progress | 6,374,000 | ||
Rig manufacturing intellectual property | 27,376,000 | ||
Goodwill | 10,318,000 | ||
Total assets acquired | 59,897,000 | ||
Current liabilities | 19,252,000 | ||
Debt | 2,125,000 | ||
Deferred taxes | 10,641,000 | ||
Total liabilities assumed | 32,018,000 | ||
Allocated purchase price | 27,879,000 | ||
Global Energy Services Operating, LLC (GES) | Warrant | |||
Business Acquisition [Line Items] | |||
Consideration transferred, shares issued | 2,200,000 | ||
Consideration transferred, value of equity interest | 7,879,000 | ||
Independence Contract Drilling LLC (RigAssetCo) | |||
Business Acquisition [Line Items] | |||
Consideration transferred, shares issued | 2,353,038 | ||
Price per share issued (dollars per share) | $12.74 | ||
Deposits on manufacture, number of drilling rigs | 2 | ||
Number of day rate drilling contracts | 2 | ||
Consideration transferred, value of equity interest | 29,975,000 | ||
Gross cash acquired | 28,600,000 | ||
Purchase price allocation | |||
Cash | 9,236,000 | ||
Vendor deposits | 19,131,000 | ||
Rig manufacturing intellectual property | 1,511,000 | ||
Goodwill | 689,000 | ||
Total assets acquired | 30,567,000 | ||
Deferred taxes | 592,000 | ||
Total liabilities assumed | 592,000 | ||
Allocated purchase price | $29,975,000 | ||
Independence Contract Drilling LLC (RigAssetCo) | Customer Contracts | |||
Purchase price allocation | |||
Number of third party drilling contracts acquired | 2 |
Nature_of_Operations_Fair_Valu
Nature of Operations (Fair Value Assumptions) (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Mar. 02, 2012 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Valuation assumption, cost savings for each rig constructed | 2,500,000 | |
Global Energy Services Operating, LLC (GES) | ||
Business Acquisition [Line Items] | ||
Debt | 2,125,000 | |
Warrant | Global Energy Services Operating, LLC (GES) | ||
Business Acquisition [Line Items] | ||
Risk-free interest rate (as a percent) | 0.64% | |
Expected volatility (as a percent) | 40.00% | |
Dividend yield (as a percent) | 0.00% | |
Expected term (in years) | 3 years | 3 years |
Nature_of_Operations_Private_P
Nature of Operations (Private Placement) (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 02, 2012 |
Subsidiary, Sale of Stock [Line Items] | ||||
Net proceeds | $0 | $0 | $98,358 | |
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued in transaction | 8,264,323 | |||
Price per share issued (dollars per share) | $12.74 | |||
Value of shares in transaction | 105,278 | |||
Less: Initial purchasers discount | -5,419 | |||
Other expenses | -1,501 | |||
Net proceeds | $98,358 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Allowance for Doubtful Accounts Receivable) (Details) (USD $) | 12 Months Ended | 2 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2012 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Allowance for doubtful accounts receivable | $100 | |||
Adjustment to bad debt provision | 123 | 93 | 256 | |
Allowance for doubtful accounts receivable | 100 | 100 | ||
GES Drilling Services | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Allowance for doubtful accounts receivable | 224 | 224 | ||
Adjustment to bad debt provision | 343 | |||
Accounts written off | 0 | |||
Allowance for doubtful accounts receivable | $567 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (GES Additional Information) (Details) (USD $) | 12 Months Ended | 2 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2012 | Dec. 31, 2011 |
Deferred Revenue Arrangement [Line Items] | |||||
Allowance for Doubtful Accounts Receivable | $100 | $100 | |||
Depreciation | 13,400 | 7,500 | 2,100 | ||
GES Drilling Services | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Allowance for Doubtful Accounts Receivable | 567 | 224 | |||
Depreciation | 88 | ||||
Advertising expense | 1 | ||||
Accrued warranty reserve | 143 | ||||
GES Drilling Services | Operating Cost | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Depreciation | $77 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Property Plant and Equipment) (Details) | 12 Months Ended | 2 Months Ended |
Dec. 31, 2014 | Mar. 01, 2012 | |
Buildings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 20 years | |
Buildings | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 39 years | |
Drilling rigs and related equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | |
Drilling rigs and related equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 20 years | |
Machinery, equipment and other | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
Machinery, equipment and other | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 7 years | |
Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 2 years | |
Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | |
Software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 2 years | |
Software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 7 years | |
GES Drilling Services | Buildings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 20 years | |
GES Drilling Services | Buildings | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 39 years | |
GES Drilling Services | Machinery, equipment and other | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
GES Drilling Services | Machinery, equipment and other | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 15 years | |
GES Drilling Services | Office furniture, fixtures and fittings | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | |
GES Drilling Services | Office furniture, fixtures and fittings | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 7 years | |
GES Drilling Services | Vehicles | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 2 years | |
GES Drilling Services | Vehicles | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | |
GES Drilling Services | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Capitalized Interest) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Capitalized interest | $1 | $0.40 | $0 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Goodwill) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | |||
Goodwill impairment and other charges | $30,627 | $0 | $0 |
Global Energy Services Operating, LLC (GES) | |||
Business Acquisition [Line Items] | |||
Goodwill impairment and other charges | $11,000 | $0 | $0 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Intangible Assets) (Details) (USD $) | 12 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $2,700 | $2,700 | $3,800 | ||
Drilling contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 6 months | ||||
Rig manufacturing intellectual property | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives | 10 years | 10 years | |||
Remaining useful life | 0 years | 7 years 2 months 12 days | |||
Amortization expense | $19,600 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Financial Instruments and Fair Value) (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 29, 2014 | Aug. 28, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Exercise price of warrant | $11.37 | $12.74 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Gain on warrant derivative | ($3,189,000) | ($1,035,000) | ($3,655,000) | ||
Estimate of Fair Value Measurement [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Long-term debt, fair value | 22,900,000 | 18,600,000 | |||
Reported Value Measurement [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Long-term debt, fair value | 22,500,000 | 19,800,000 | |||
GES Warrant | Level 3 | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance | 3,189,000 | 4,224,000 | 0 | ||
Issuance of GES warrant | 0 | 0 | 7,879,000 | ||
Gain on warrant derivative | -3,189,000 | -1,035,000 | -3,655,000 | ||
Ending balance | $0 | $3,189,000 | $4,224,000 |
Inventory_Details
Inventory (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 01, 2012 | |
Inventory [Line Items] | |||
Rig components and supplies | $2,124,000 | $1,128,000 | |
Reserve for obsolescence | 0 | 0 | |
Inventory obsolescence expense | 0 | 0 | |
GES Drilling Services | |||
Inventory [Line Items] | |||
Raw materials and purchased components | 4,986,000 | ||
Work-in process | 1,071,000 | ||
Inventory, net | 6,057,000 | ||
Reserve for obsolescence | $6,517,000 |
Percentage_of_Completion_Contr2
Percentage of Completion Contracts (Details) (GES Drilling Services, USD $) | Mar. 01, 2012 |
In Thousands, unless otherwise specified | |
GES Drilling Services | |
Revenue Recognition, Milestone Method [Line Items] | |
Costs to date | $18,825 |
Estimated earnings to date | 2,158 |
Less: Billings to date | -33,718 |
Billings in Excess of Cost, Current | $12,735 |
Property_Plant_and_Equipment_N2
Property, Plant and Equipment, Net (Details) (USD $) | 12 Months Ended | 2 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2012 | |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $272,368,000 | $138,959,000 | ||
Less: Accumulated depreciation | -21,870,000 | -9,471,000 | ||
Property, plant and equipment, net | 250,498,000 | 129,488,000 | ||
Repairs and maintenance expense | 7,400,000 | 3,900,000 | 1,200,000 | |
Depreciation | 13,400,000 | 7,500,000 | 2,100,000 | |
GES Drilling Services | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 6,339,000 | |||
Less: Accumulated depreciation | -1,748,000 | |||
Property, plant and equipment, net | 4,591,000 | |||
Depreciation | 88,000 | |||
Land | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 1,344,000 | 1,344,000 | ||
Land | GES Drilling Services | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 1,034,000 | |||
Buildings | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 2,025,000 | 1,723,000 | ||
Buildings | GES Drilling Services | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 3,351,000 | |||
Drilling rigs and related equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 227,758,000 | 132,226,000 | ||
Machinery, equipment and other | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 1,287,000 | 1,595,000 | ||
Machinery, equipment and other | GES Drilling Services | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 1,603,000 | |||
Office furniture, fixtures and fittings | GES Drilling Services | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 313,000 | |||
Vehicles | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 266,000 | 374,000 | ||
Vehicles | GES Drilling Services | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 38,000 | |||
Software | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 714,000 | 743,000 | ||
Construction in progress | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $38,974,000 | $954,000 |
Intangible_Assets_Schedule_of_
Intangible Assets (Schedule of Intangible Assets) (Details) (USD $) | 2 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 01, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
GES Drilling Services | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Lives | 6 years 9 months | ||
Gross Amount | $4,830 | ||
Accumulated Amortization | 1,570 | ||
Net Book Value | 3,260 | ||
Rig manufacturing intellectual property | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Lives | 10 years | 10 years | |
Gross Amount | 27,376 | 27,376 | |
Accumulated Amortization | 27,376 | 5,019 | |
Net Book Value | 0 | 22,357 | |
Trade names | GES Drilling Services | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 780 | ||
Accumulated Amortization | 253 | ||
Customer relationships | GES Drilling Services | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Amount | 4,050 | ||
Accumulated Amortization | $1,317 |
Intangible_Assets_Amortization
Intangible Assets (Amortization Expense, Fiscal Year Maturity) (Details) (USD $) | 12 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2012 | Dec. 31, 2014 | Sep. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $2,700 | $2,700 | $3,800 | |||
GES Drilling Services | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | 81 | |||||
Amortization Expense, Fiscal Year Maturity | ||||||
2015 | 483 | |||||
2016 | 483 | |||||
2017 | 483 | |||||
2018 | 483 | |||||
2019 | 483 | |||||
Thereafter | 845 | |||||
Net Book Value | 3,260 | |||||
Rig manufacturing intellectual property | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Remaining useful life | 0 years | 7 years 2 months 12 days | ||||
Amortization expense | 19,600 | |||||
Amortization Expense, Fiscal Year Maturity | ||||||
Net Book Value | $0 | $22,357 | $0 |
Supplemental_Balance_Sheet_and2
Supplemental Balance Sheet and Cash Flow Information (Accured Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 01, 2012 |
In Thousands, unless otherwise specified | |||
Accrued Liabilities [Line Items] | |||
Accrued salaries and other compensation | $2,710 | $1,868 | |
Insurance | 488 | 485 | |
Deferred mobilization revenues | 1,281 | 684 | |
Property, sales and other tax | 1,710 | 787 | |
Other | 781 | 343 | |
Accrued liabilities | 6,970 | 4,167 | |
GES Drilling Services | |||
Accrued Liabilities [Line Items] | |||
Accrued salaries and other compensation | 571 | ||
Accrued warranty reserve | 143 | ||
Property, sales and other tax | 93 | ||
Received not invoiced inventory | 2,049 | ||
Accrued liabilities | $2,856 |
Supplemental_Balance_Sheet_and3
Supplemental Balance Sheet and Cash Flow Information (Supplemental Cash Flow) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental disclosure of cash flow information | |||
Cash paid during the period for interest | $1,907 | $196 | $10 |
Cash paid during the period for taxes, net | 135 | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activity | |||
Stock-based compensation capitalized as property, plant and equipment | 656 | 418 | 354 |
Purchases of property, plant and equipment in accounts payable | 19,292 | 1,974 | 8,262 |
Common stock issued in connection with the contribution transactions | 0 | 0 | 49,975 |
Warrant issued in connection with the contribution transactions | $0 | $0 | $7,879 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 2 Months Ended | 0 Months Ended | 12 Months Ended | |||||||
Mar. 01, 2012 | 12-May-14 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 05, 2015 | Nov. 05, 2014 | Aug. 13, 2014 | Feb. 21, 2014 | 10-May-13 | |
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $22,519,000 | $19,780,000 | ||||||||
GES Drilling Services | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Current portion of long-term debt | 150,000 | 150,000 | ||||||||
Long-term debt | 1,975,000 | 1,975,000 | ||||||||
Next twelve months | 150,000 | |||||||||
Due in two years | 150,000 | |||||||||
Due in three years | 150,000 | |||||||||
Due in four years | 150,000 | |||||||||
Due in five years | 1,525,000 | |||||||||
Long-term Debt | 2,125,000 | |||||||||
Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amount of term loan | 2,250,000 | |||||||||
LIBOR | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Periodic Payment, Principal | 12,500 | |||||||||
Interest rate, basis spread (as a percent) | 4.00% | |||||||||
Interest rate, basis spread based on availability (as a percent) | 4.24% | |||||||||
Revolving credit facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing limit based on eligible trade accounts (as a percent) | 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 (as a percent) | 75.00% | |||||||||
Revolving credit facility | Scenario, Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing limit based on appraised forced liquidation of eligible completed and owned drilling rigs (as a percent) | 75.00% | |||||||||
Decrease borrowing limit (as a percent) | 1.25% | |||||||||
Revolving credit facility | Line of credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, basis spread based on availability (as a percent) | 3.50% | |||||||||
Commitment fee on unused capacity (as a percent) | 0.50% | |||||||||
Line of credit facility, higher borrowing capacity option | 20,000,000 | |||||||||
Remaining availability | 92,300,000 | |||||||||
Revolving credit facility | Line of credit | LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, basis spread (as a percent) | 4.50% | |||||||||
Revolving credit facility | Line of credit | Three-month LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, basis spread (as a percent) | 1.00% | |||||||||
Revolving credit facility | Line of credit | Federal funds, effective rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, basis spread (as a percent) | 0.05% | |||||||||
Revolving credit facility | Line of credit | CIT Finance, LLC syndicate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Revolving credit facility, maximum borrowing capacity | 155,000,000 | 125,000,000 | 125,000,000 | 60,000,000 | ||||||
Accordion feature, increase limit | 25,000,000 | 25,000,000 | 20,000,000 | |||||||
Maximum borrowing capacity not subject to restrictions | 110,000,000 | 100,000,000 | ||||||||
Revolving credit facility | Junior subordinated debt | CIT Finance, LLC syndicate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Contingent commitments | 25,000,000 | |||||||||
Junior event | $40,000,000 |
Income_Taxes_Components_of_Inc
Income Taxes (Components of Income Tax Benefit) (Details) (USD $) | 12 Months Ended | 2 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2012 |
Current: | ||||
Federal | $0 | $4 | $0 | |
State | 384 | 157 | 0 | |
Current income tax expense (benefit) | 384 | 161 | 0 | |
Deferred: | ||||
Federal | -3,656 | -1,506 | -4,818 | |
State | -86 | -537 | -583 | |
Deferred income tax expense (benefit) | -3,742 | -2,043 | -5,401 | |
Income tax benefit | -3,358 | -1,882 | -5,401 | |
GES Drilling Services | ||||
Deferred: | ||||
Federal | 0 | |||
State | -2,149 | |||
Deferred income tax expense (benefit) | -2,149 | |||
Income tax benefit | ($2,149) |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Income Tax Benefit) (Details) (USD $) | 12 Months Ended | 2 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2012 |
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Income tax benefit at the statutory federal rate (35%) | ($11,034) | ($1,358) | ($3,622) | |
Goodwill impairment | 3,852 | 0 | 0 | |
Warrant | -1,116 | -362 | -1,279 | |
Nondeductible expenses | 143 | 243 | 143 | |
Valuation allowance | 4,449 | 0 | -60 | |
State taxes, net of federal benefit | 105 | -436 | -574 | |
Other | 243 | 31 | -9 | |
Income tax benefit | -3,358 | -1,882 | -5,401 | |
Effective tax rate (as a percent) | 10.70% | 48.50% | 52.20% | |
Statutory tax rate (as a percentage) | 35.00% | 35.00% | 35.00% | |
GES Drilling Services | ||||
Investments, Owned, Federal Income Tax Note [Line Items] | ||||
Income tax benefit at the statutory federal rate (35%) | -2,323 | |||
Nondeductible expenses | -109 | |||
Valuation allowance | 283 | |||
Income tax benefit | ($2,149) | |||
Statutory tax rate (as a percentage) | 34.00% |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 01, 2012 |
In Thousands, unless otherwise specified | |||
Deferred assets | |||
Bad debts | $46 | $33 | |
Stock-based compensation | 2,061 | 1,326 | |
Accrued vacation and other | 76 | 0 | |
Deferred mobilization cost | 667 | 245 | |
Net operating losses | 32,199 | 31,416 | |
Total net deferred tax assets | 35,049 | 33,020 | |
Deferred liabilities | |||
Prepaids | -300 | -428 | |
Property, plant and equipment | -30,300 | -28,325 | |
Intangible assets | 0 | -8,009 | |
Total net deferred tax liabilities | -30,600 | -36,762 | |
Valuation allowance | -4,449 | 0 | |
Net deferred tax liability | 0 | -3,742 | |
GES Drilling Services | |||
Deferred assets | |||
Bad debts | 193 | ||
Obsolete inventory reserve | 2,067 | ||
Warranty reserve | 49 | ||
Accrued liabilities | 166 | ||
Tax losses | 5,864 | ||
Total net deferred tax assets | 8,339 | ||
Deferred liabilities | |||
Property, plant and equipment | -693 | ||
Intangible assets | -1,108 | ||
Cumulative effect of prior periods differences | -714 | ||
Total net deferred tax liabilities | -2,515 | ||
Net deferred tax asset | 5,824 | ||
Valuation allowance | -5,824 | ||
Net deferred tax liability | $0 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 2 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 01, 2012 | Dec. 31, 2014 | Dec. 31, 2013 |
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Valuation allowance | ($4,449) | $0 | |
GES Drilling Services | |||
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Valuation allowance | -5,824 | ||
Federal | |||
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Net operating loss carryforwards | 90,700 | ||
Federal | GES Drilling Services | |||
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Net operating loss carryforwards | 17,248 | ||
Increase net operating loss carryforwards | $7,476 |
StockBased_Compensation_Compen
Stock-Based Compensation (Compensation Cost) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation | $3,799 | $2,169 | $2,237 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation | 1,133 | 1,077 | 1,549 |
Restricted stock and restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation | $2,666 | $1,092 | $688 |
StockBased_Compensation_Fair_V
Stock-Based Compensation (Fair Value Assumptions) (Details) (Stock options) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate (as a percent) | 0.83% | 1.05% |
Expected volatility (as a percent) | 40.00% | 40.00% |
Dividend yield (as a percent) | 0.00% | 0.00% |
Expected term (in years) | 5 years | 5 years 9 months 18 days |
Stock_Option_Activity_Details
(Stock Option Activity) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Options (in shares) | |||
Beginning balance | 963,196 | ||
Granted | 0 | ||
Exercised | 0 | 0 | 0 |
Forfeited/expired | 0 | ||
Ending balance | 963,196 | 963,196 | |
Exercisable | 602,880 | ||
Weighted Average Exercise Price | |||
Beginning balance | $12.74 | ||
Granted | $0 | ||
Exercised | $0 | ||
Forfeited/expired | $0 | ||
Ending balance | $12.74 | $12.74 | |
Exercisable | $12.74 |
StockBased_Compensation_Unvest
Stock-Based Compensation (Unvested Stock Option Activity) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Outstanding (in shares) | |||
Beginning balance | 620,412 | ||
Granted | 0 | ||
Vested | -260,096 | ||
Forfeited/expired | 0 | ||
Ending balance | 360,316 | 620,412 | |
Weighted Average Grant- Date Fair Value | |||
Beginning balance | $4.42 | ||
Granted | $0 | $4.08 | $4.66 |
Vested | $4.55 | ||
Forfeited/expired | $0 | ||
Ending balance | $4.32 | $4.42 |
StockBased_Compensation_Restri
Stock-Based Compensation (Restricted Stock Activity) (Details) (Restricted stock, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Restricted stock | |
Shares | |
Beginning balance | 147,451 |
Granted | 749,720 |
Vested | -118,406 |
Forfeited/expired | 0 |
Ending balance | 778,765 |
Weighted Average Grant Date Fair Value Per Share | |
Beginning balance | $12.48 |
Granted | $10.80 |
Vested | $12.54 |
Forfeited/expired | $0 |
Ending balance | $10.85 |
StockBased_Compensation_Restri1
Stock-Based Compensation (Restricted Stock Unit Activity) (Details) (Restricted stock units (RSUs), USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Restricted stock units (RSUs) | |
Shares | |
Beginning balance | 0 |
Granted | 343,150 |
Vested | 0 |
Forfeited/expired | 0 |
Ending balance | 343,150 |
Weighted Average Grant Date Fair Value Per Share | |
Beginning balance | $0 |
Granted | $13.72 |
Vested | $0 |
Forfeited/expired | $0 |
Ending balance | $13.72 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2012 | Dec. 31, 2012 | Feb. 28, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocation of recognized period costs, capitalized amount | $656,000 | $418,000 | $354,000 | |||
Options granted (in shares) | 0 | |||||
Exercisable (in shares) | 602,880 | |||||
Granted (in shares) | $0 | $4.08 | $4.66 | |||
Remaining contractual life (in years) | 7 years 3 months 12 days | |||||
Weighted-average exercise price (in dollars per share) | $12.74 | |||||
Options exercised during the period | 0 | 0 | 0 | |||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation costs | 700,000 | |||||
Weighted average recognition period (in years) | 0 years 9 months 6 days | |||||
Options vested in period, fair value | 1,200,000 | 900,000 | 800,000 | |||
Risk-free interest rate (as a percent) | 0.83% | 1.05% | ||||
Expected volatility (as a percent) | 40.00% | 40.00% | ||||
Dividend yield (as a percent) | 0.00% | 0.00% | ||||
Stock options | Granted on March 2, 2012 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting (as a percent) | 25.00% | |||||
Stock options | Granted in August 2012 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting (as a percent) | 33.33% | |||||
Options granted (in shares) | 15,700 | |||||
Vesting period (in years) | 3 years | |||||
Stock options | Granted in December 2012 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted (in shares) | 229,613 | |||||
Vesting period (in years) | 5 years | |||||
Stock options | Granted in February 2013 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted (in shares) | 119,320 | |||||
Vesting period (in years) | 4 years | |||||
Restricted stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSU's granted (in shares) | 749,720 | |||||
Unrecognized compensation costs | 7,500,000 | |||||
Weighted average recognition period (in years) | 1 year 3 months 0 days | |||||
Restricted stock units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSU's granted (in shares) | 343,150 | |||||
Unrecognized compensation costs | $4,400,000 | |||||
Weighted average recognition period (in years) | 1 year 5 months 0 days | |||||
TSR market-based RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
RSU's granted (in shares) | 171,577 | |||||
Risk-free interest rate (as a percent) | 0.08% | |||||
Expected volatility (as a percent) | 44.10% | |||||
Dividend yield (as a percent) | 0.00% | |||||
Fair value assumptions, exercise price (in dollars per share) | $16.74 | |||||
2012 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of additional shares authorized | 3,454,000 | |||||
Number of shares available for grant | 1,124,044 | |||||
2012 Plan | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option expiration period (in years) | 10 years |
Stockholders_Equity_and_Loss_p2
Stockholders' Equity and Loss per Share (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock, par value (in dollars per share) | 0.01 | 0.01 | ||
Treasury stock, number of shares held | 85,011 | |||
Shares authorized | 100,000,000 | 100,000,000 | ||
Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares, Outstanding | 24,629,333 | 12,397,900 | 12,309,194 | 158 |
Stockholders_Equity_and_Loss_p3
Stockholders' Equity and Loss per Share (Loss Per Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stockholders' Equity Note [Abstract] | |||||||||||
Net loss (numerator): | ($24,606) | ($1,413) | $1,556 | ($3,705) | ($208) | $576 | ($669) | ($1,696) | ($28,168) | ($1,997) | ($4,948) |
Loss per share: | |||||||||||
Total Basic (in dollars per share) | ($1) | ($0.07) | $0.13 | ($0.30) | ($0.02) | $0.05 | ($0.05) | ($0.14) | ($1.65) | ($0.16) | ($0.49) |
Total Diluted (in dollars per share) | ($1) | ($0.07) | $0.13 | ($0.30) | ($0.02) | $0.05 | ($0.05) | ($0.14) | ($1.65) | ($0.16) | ($0.49) |
Shares (denominator): | |||||||||||
Weighted-average number of shares outstanding-basic | 17,078,000 | 12,179,000 | 10,141,000 | ||||||||
Weighted-average common shares outstanding-diluted | 17,078,000 | 12,179,000 | 10,141,000 | ||||||||
Equity Option | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 963,196 | 963,196 | 888,228 | ||||||||
Restricted stock | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 343,154 | ||||||||||
Warrant | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,200,000 | 2,200,000 | 2,200,000 |
Segment_and_Geographical_Infor1
Segment and Geographical Information (Details) | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
Segment Reporting [Abstract] | |
Number of segments | 1 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 2 Months Ended |
Dec. 31, 2014 | Mar. 01, 2012 | |
Operating Leased Assets [Line Items] | ||
Purchase commitments | $90,100,000 | |
Future Minimum Payments: | ||
2015 | 739,000 | |
2016 | 427,000 | |
2017 | 229,000 | |
2018 | 49,000 | |
2019 | 50,000 | |
Thereafter | 0 | |
Total future lease payments | 1,494,000 | |
GES Drilling Services | ||
Operating Leased Assets [Line Items] | ||
Rent Expense, operating leases | 98,000 | |
Future Minimum Payments: | ||
2015 | 65,000 | |
2016 | 19,000 | |
Total future lease payments | $84,000 |
Concentration_of_Market_and_Cr1
Concentration of Market and Credit Risk (Details) (USD $) | 12 Months Ended | 2 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2012 |
Concentration Risk [Line Items] | ||||
Cash, uninsured amount | 10.4 | |||
Revenues | Customer Concentration Risk | Laredo Petroleum, Inc. | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 22.00% | |||
Revenues | Customer Concentration Risk | Apache Corporation | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 21.00% | 30.00% | ||
Revenues | Customer Concentration Risk | COG Operating, LLC | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 21.00% | |||
Revenues | Customer Concentration Risk | BOPCO, LP | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 20.00% | 16.00% | ||
Revenues | Customer Concentration Risk | Newfield Exploration Company | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.00% | |||
Revenues | Customer Concentration Risk | W&T Offshore, Inc. | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | |||
Revenues | Customer Concentration Risk | Anadarko Petroleum Corporation | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | |||
Revenues | Customer Concentration Risk | Eagle Rock Mid-Continent Operating, LLC | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 30.00% | |||
Revenues | Customer Concentration Risk | GLB Exploration, Inc. | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 27.00% | |||
Accounts Receivable | Customer Concentration Risk | Laredo Petroleum, Inc. | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 16.00% | 22.00% | ||
Accounts Receivable | Customer Concentration Risk | Apache Corporation | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 22.00% | 27.00% | ||
Accounts Receivable | Customer Concentration Risk | COG Operating, LLC | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 20.00% | |||
Accounts Receivable | Customer Concentration Risk | BOPCO, LP | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 18.00% | 17.00% | ||
Accounts Receivable | Customer Concentration Risk | Rosetta Resources Operating L.P. | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | |||
Accounts Receivable | Customer Concentration Risk | Pioneer Natural Resources USA, Inc. | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.00% | |||
Accounts Receivable | Customer Concentration Risk | Eagle Rock Mid-Continent Operating, LLC | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 35.00% | |||
Accounts Receivable | Customer Concentration Risk | GLB Exploration, Inc. | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 30.00% | |||
Accounts Receivable | Customer Concentration Risk | Sheridan Production Company | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.00% | |||
GES Drilling Services | Accounts Receivable | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 59.00% |
Related_Parties_and_Other_Matt1
Related Parties and Other Matters (Details) (USD $) | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 01, 2012 | Sep. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
GES Drilling Services | |||||
Related Party Transaction [Line Items] | |||||
Debt forgiven | $6,063,000 | ||||
Affiliated entity | Global Energy Services Operating, LLC (GES) | |||||
Related Party Transaction [Line Items] | |||||
Purchases | 800,000 | ||||
Recorded revenue | 1,500,000 | ||||
Affiliated entity | Independence Contract Drilling LLC (RigAssetCo) | GES Drilling Services | |||||
Related Party Transaction [Line Items] | |||||
Recorded revenue | 5,756,000 | ||||
Affiliated entity | Lime Rock Partners V, L.P. | GES Drilling Services | |||||
Related Party Transaction [Line Items] | |||||
Trade receivables | 278,000 | ||||
Affiliated entity | Archer Limited | GES Drilling Services | |||||
Related Party Transaction [Line Items] | |||||
Recorded revenue | 175,000 | ||||
Director | |||||
Related Party Transaction [Line Items] | |||||
Recorded revenue | 1,400,000 | 900,000 | |||
Trade receivables | $0 | $900,000 |
Unaudited_Quarterly_Financial_2
Unaudited Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $23,014 | $19,123 | $14,661 | $13,549 | $13,141 | $11,604 | $9,784 | $8,257 | $70,347 | $42,786 | $15,123 |
Operating income (loss) | -28,640 | -672 | 1,444 | -5,199 | -1,195 | -241 | -1,359 | -1,862 | -33,067 | -4,657 | -13,994 |
Net loss | ($24,606) | ($1,413) | $1,556 | ($3,705) | ($208) | $576 | ($669) | ($1,696) | ($28,168) | ($1,997) | ($4,948) |
Loss per share: | |||||||||||
Basic (in dollars per share) | ($1) | ($0.07) | $0.13 | ($0.30) | ($0.02) | $0.05 | ($0.05) | ($0.14) | ($1.65) | ($0.16) | ($0.49) |
Diluted (in dollars per share) | ($1) | ($0.07) | $0.13 | ($0.30) | ($0.02) | $0.05 | ($0.05) | ($0.14) | ($1.65) | ($0.16) | ($0.49) |
Schedule_II_Valuation_and_Qual1
Schedule II - Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $93 | $256 | $0 |
Charged to Costs and Expenses | 123 | 93 | 256 |
Deductions | -87 | -256 | 0 |
Balance at End of Period | 129 | 93 | 256 |
Valuation allowance for deferred tax assets | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 0 | 0 | 60 |
Charged to Costs and Expenses | 4,449 | 0 | -60 |
Deductions | 0 | 0 | 0 |
Balance at End of Period | $4,449 | $0 | $0 |
Subsequent_Events_Details
Subsequent Events (Details) (GES Drilling Services, USD $) | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 02, 2012 | Mar. 02, 2012 |
GES Drilling Services | ||
Subsequent Event [Line Items] | ||
Consideration transferred, value of equity interest | $20,000 | |
Consideration transferred, shares issued | 1,400,000 | |
Debt | $2,200 | $2,200 |