Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 02, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36590 | |
Entity Registrant Name | Independence Contract Drilling, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 37-1653648 | |
Entity Address, Address Line One | 20475 State Highway 249 | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77070 | |
City Area Code | 281 | |
Local Phone Number | 598-1230 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | ICD | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,175,818 | |
Entity Central Index Key | 0001537028 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 18,813 | $ 5,206 |
Accounts receivable, net | 9,316 | 35,834 |
Inventories | 1,162 | 2,325 |
Assets held for sale | 1,700 | 8,740 |
Prepaid expenses and other current assets | 3,725 | 4,640 |
Total current assets | 34,716 | 56,745 |
Property, plant and equipment, net | 418,557 | 457,530 |
Other long-term assets, net | 2,444 | 2,726 |
Total assets | 455,717 | 517,001 |
Liabilities | ||
Current portion of long-term debt | 3,141 | 3,685 |
Accounts payable | 3,595 | 22,674 |
Accrued liabilities | 10,438 | 16,368 |
Merger consideration payable to an affiliate | 0 | 3,022 |
Current portion of contingent consideration | 0 | 2,814 |
Total current liabilities | 17,174 | 48,563 |
Long-term debt | 143,440 | 134,941 |
Merger consideration payable to an affiliate | 2,902 | 0 |
Deferred income taxes, net | 568 | 652 |
Other long-term liabilities | 1,912 | 1,249 |
Total liabilities | 165,996 | 185,405 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity | ||
Common stock, $0.01 par value, 50,000,000 shares authorized; 6,245,298 and 3,876,196 shares issued, respectively, and 6,166,720 and 3,812,050 shares outstanding, respectively | 62 | 38 |
Additional paid-in capital | 517,540 | 505,831 |
Accumulated deficit | (223,968) | (170,426) |
Treasury stock, at cost, 78,589 shares and 64,146 shares, respectively | (3,913) | (3,847) |
Total stockholders’ equity | 289,721 | 331,596 |
Total liabilities and stockholders’ equity | $ 455,717 | $ 517,001 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (shares) | 6,245,298 | 3,876,196 |
Common stock, shares outstanding (shares) | 6,166,720 | 3,812,050 |
Treasury stock (shares) | 78,589 | 64,146 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 10,224 | $ 45,073 | $ 70,099 | $ 158,310 |
Costs and expenses | ||||
Operating costs | 8,663 | 34,246 | 52,987 | 111,032 |
Selling, general and administrative | 2,796 | 3,755 | 10,101 | 11,308 |
Severance and merger-related expenses | 0 | 320 | 1,076 | 2,688 |
Depreciation and amortization | 10,767 | 11,154 | 33,338 | 33,838 |
Asset impairment | 0 | 1,966 | 16,619 | 9,839 |
(Gain) loss on disposition of assets, net | (326) | 265 | (1,208) | 3,503 |
Other expense | 0 | 122 | 0 | 377 |
Total costs and expenses | 21,900 | 51,828 | 112,913 | 172,585 |
Operating loss | (11,676) | (6,755) | (42,814) | (14,275) |
Interest expense | (3,554) | (3,560) | (10,812) | (10,913) |
Loss before income taxes | (15,230) | (10,315) | (53,626) | (25,188) |
Income tax (benefit) expense | (31) | 232 | (84) | 590 |
Net loss | $ (15,199) | $ (10,547) | $ (53,542) | $ (25,778) |
Loss per share: | ||||
Basic and diluted (in dollars per share) | $ (2.67) | $ (2.80) | $ (11.91) | $ (6.82) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted (in shares) | 5,703 | 3,770 | 4,495 | 3,780 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock |
Beginning balance (shares) at Dec. 31, 2018 | 3,853,909 | ||||
Beginning balance at Dec. 31, 2018 | $ 391,533 | $ 39 | $ 504,178 | $ (109,638) | $ (3,046) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issuance costs | (177) | (177) | |||
Stock-based compensation | 387 | 387 | |||
Net loss | (2,373) | (2,373) | |||
Ending balance (shares) at Mar. 31, 2019 | 3,853,909 | ||||
Ending balance at Mar. 31, 2019 | 389,370 | $ 39 | 504,388 | (112,011) | (3,046) |
Beginning balance (shares) at Dec. 31, 2018 | 3,853,909 | ||||
Beginning balance at Dec. 31, 2018 | 391,533 | $ 39 | 504,178 | (109,638) | (3,046) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (25,778) | ||||
Ending balance (shares) at Sep. 30, 2019 | 3,833,087 | ||||
Ending balance at Sep. 30, 2019 | 366,635 | $ 39 | 505,384 | (135,416) | (3,372) |
Beginning balance (shares) at Mar. 31, 2019 | 3,853,909 | ||||
Beginning balance at Mar. 31, 2019 | 389,370 | $ 39 | 504,388 | (112,011) | (3,046) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Restricted stock forfeiture (in shares) | (6,478) | ||||
Stock-based compensation | 416 | 416 | |||
Net loss | (12,858) | (12,858) | |||
Ending balance (shares) at Jun. 30, 2019 | 3,847,431 | ||||
Ending balance at Jun. 30, 2019 | 376,928 | $ 39 | 504,804 | (124,869) | (3,046) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Purchase of treasury stock (shares) | (14,344) | ||||
Purchase of treasury stock | (328) | (2) | (326) | ||
Stock-based compensation | 582 | 582 | |||
Net loss | (10,547) | (10,547) | |||
Ending balance (shares) at Sep. 30, 2019 | 3,833,087 | ||||
Ending balance at Sep. 30, 2019 | 366,635 | $ 39 | 505,384 | (135,416) | (3,372) |
Beginning balance (shares) at Dec. 31, 2019 | 3,812,050 | ||||
Beginning balance at Dec. 31, 2019 | 331,596 | $ 38 | 505,831 | (170,426) | (3,847) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
RSUs vested, net of shares withheld for taxes (shares) | 11,941 | ||||
RSUs vested, net of shares withheld for taxes | (26) | (26) | |||
Purchase of treasury stock (shares) | (14,443) | ||||
Purchase of treasury stock | (66) | (66) | |||
Stock-based compensation | 570 | 570 | |||
Net loss | (28,223) | (28,223) | |||
Ending balance (shares) at Mar. 31, 2020 | 3,809,548 | ||||
Ending balance at Mar. 31, 2020 | 303,851 | $ 38 | 506,375 | (198,649) | (3,913) |
Beginning balance (shares) at Dec. 31, 2019 | 3,812,050 | ||||
Beginning balance at Dec. 31, 2019 | 331,596 | $ 38 | 505,831 | (170,426) | (3,847) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (53,542) | ||||
Ending balance (shares) at Sep. 30, 2020 | 6,166,720 | ||||
Ending balance at Sep. 30, 2020 | 289,721 | $ 62 | 517,540 | (223,968) | (3,913) |
Beginning balance (shares) at Mar. 31, 2020 | 3,809,548 | ||||
Beginning balance at Mar. 31, 2020 | 303,851 | $ 38 | 506,375 | (198,649) | (3,913) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Restricted stock forfeiture (in shares) | (5,716) | ||||
RSUs vested, net of shares withheld for taxes (shares) | 6,711 | ||||
RSUs vested, net of shares withheld for taxes | (52) | (52) | |||
Issuance of common stock (shares) | 1,192,566 | ||||
Issuance of common stock, net of offering costs | 6,801 | $ 12 | 6,789 | ||
Stock-based compensation | 290 | 290 | |||
Net loss | (10,120) | (10,120) | |||
Ending balance (shares) at Jun. 30, 2020 | 5,003,109 | ||||
Ending balance at Jun. 30, 2020 | 300,770 | $ 50 | 513,402 | (208,769) | (3,913) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock (shares) | 1,163,611 | ||||
Issuance of common stock, net of offering costs | 3,456 | $ 12 | 3,444 | ||
Stock-based compensation | 694 | 694 | |||
Net loss | (15,199) | (15,199) | |||
Ending balance (shares) at Sep. 30, 2020 | 6,166,720 | ||||
Ending balance at Sep. 30, 2020 | $ 289,721 | $ 62 | $ 517,540 | $ (223,968) | $ (3,913) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (53,542) | $ (25,778) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Depreciation and amortization | 33,338 | 33,838 |
Asset impairment | 16,619 | 9,839 |
Stock-based compensation | 1,554 | 1,385 |
(Gain) loss on disposition of assets, net | (1,208) | 3,503 |
Deferred income taxes | (84) | 590 |
Amortization of deferred financing costs | 709 | 610 |
Bad debt expense (recovery) | 16 | (42) |
Changes in operating assets and liabilities | ||
Accounts receivable | 26,985 | 9,265 |
Inventories | (7) | (586) |
Prepaid expenses and other assets | 660 | 3,330 |
Accounts payable and accrued liabilities | (17,948) | (8,786) |
Net cash provided by operating activities | 7,092 | 27,168 |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (12,688) | (34,974) |
Proceeds from the sale of assets | 2,445 | 7,806 |
Proceeds from insurance claims | 0 | 1,000 |
Collection of principal on note receivable | 145 | 0 |
Net cash used in investing activities | (10,098) | (26,168) |
Cash flows from financing activities | ||
Borrowings under PPP Loan | 10,000 | 0 |
Proceeds from issuance of common stock | 10,978 | 0 |
Common stock issuance costs | (721) | (177) |
Purchase of treasury stock | (66) | (328) |
RSUs withheld for taxes | (79) | 0 |
Payments for finance lease obligations | (3,499) | (1,003) |
Net cash provided by (used in) financing activities | 16,613 | (4,101) |
Net increase (decrease) in cash and cash equivalents | 13,607 | (3,101) |
Cash and cash equivalents | ||
Beginning of period | 5,206 | 12,247 |
End of period | 18,813 | 9,146 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for interest | 10,275 | 10,496 |
Supplemental disclosure of non-cash investing and financing activities | ||
Change in property, plant and equipment purchases in accounts payable | (7,488) | (1,320) |
Additions to property, plant and equipment through finance leases | 3,326 | 2,181 |
Extinguishment of finance lease obligations from sale of assets classified as finance leases | (1,504) | (141) |
Transfer of assets from held and used to held for sale | 0 | (5,327) |
Transfer from inventory to fixed assets | 0 | (357) |
Revolving Credit Facility | ||
Cash flows from financing activities | ||
Borrowings under Revolving Credit Facility | 11,038 | 2,511 |
Repayments under Revolving Credit Facility | (11,038) | (5,077) |
Financing costs paid | 0 | (22) |
Term Loan Facility | ||
Cash flows from financing activities | ||
Financing costs paid | $ 0 | $ (5) |
Nature of Operations and Recent
Nature of Operations and Recent Events | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Recent Events | Nature of Operations and Recent Events Except as expressly stated or the context otherwise requires, the terms “we,” “us,” “our,” “ICD,” and the “Company” refer to Independence Contract Drilling, Inc. and its subsidiary. We provide land-based contract drilling services for oil and natural gas producers targeting unconventional resource plays in the United States. We own and operate a premium fleet comprised of modern, technologically advanced drilling rigs. Our rig fleet includes 29 marketed AC powered (“AC”) rigs and a number of additional rigs requiring conversions or upgrades in order to meet our AC pad-optimal specifications. We currently focus our operations on unconventional resource plays located in geographic regions that we can efficiently support from our Houston, Texas and Midland, Texas facilities in order to maximize economies of scale. Currently, our rigs are operating in the Permian Basin, the Haynesville Shale and the Eagle Ford Shale; however, our rigs have previously operated in the Mid-Continent and Eaglebine regions as well. Our business depends on the level of exploration and production activity by oil and natural gas companies operating in the United States, and in particular, the regions where we actively market our contract drilling services. The oil and natural gas exploration and production industry is historically cyclical and characterized by significant changes in the levels of exploration and development activities. Oil and natural 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 natural gas price volatility historically, 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 United States and the regions where we market our contract drilling services, whether resulting from changes in oil and natural gas prices or otherwise, could materially and adversely affect our business. COVID-19 Pandemic and Market Conditions Update On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (“COVID-19”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The continued spread of the COVID-19 virus and the responses taken to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns, has caused significant declines in global demand for crude oil. This reduction in demand has occurred concurrent with the initiation of a crude oil price war between members of the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia (collectively, the “OPEC+” group). Even with the production cuts announced by the OPEC+ group and others on April 9, 2020, and the cessation to the crude oil price war, crude oil inventories have continued to rise and to test storage capacity and logistics networks. These factors led to a collapse in oil prices, with the WTI price for May delivery closing at negative $37.63 per barrel on April 20, 2020. In July 2020, OPEC+ agreed to taper oil production cuts, which will reduce production cuts from 9.7 Mmbpd to 7.7 Mmbpd between August 2020 and January 2021. Downward pressure on oil prices is expected to continue for the foreseeable future, and the long-term effects on production and demand are unknown at this time. Currently, there is considerable uncertainty regarding measures to contain the virus and what potential future measures may be put in place, therefore we cannot predict when worldwide demand for oil will stabilize and if or when it will begin to improve or reach pre-COVID-19 levels. As of October 26, 2020, the WTI spot price was $38.39. In response to these adverse market conditions, North American exploration companies, including our customers, have reduced planned capital expenditures and drilling activity. As a result, demand for our products and services began to rapidly decline late in the first and second quarters of 2020. During the first quarter of 2020, our operating rig count reached a peak of 22 rigs and temporarily reached a low of three rigs during the third quarter of 2020. During the third quarter, oil and natural gas prices began to stabilize, and demand for our products began to modestly improve from their historic lows, which allowed us to reactivate additional rigs during the back half of the third quarter 2020. As of September 30, 2020, we had six operating rigs and we have reactivated two additional rigs as of October 31, 2020. However, due to the lack of visibility and confidence towards customer intentions and the unknown future impacts of COVID-19 on economic conditions and oil and gas demand and drilling activity, we cannot assure you that we will be able to maintain this operating rig count or if our operating rig count will continue to improve in the future. Our current backlog of contracts with original terms of six months or longer stands at 4.4 average rigs during the fourth quarter of 2020, including two contracts expiring at the end of 2020 that have higher dayrates than prevailing spot rates. As a result, although our operating rig count has been increasing, we do expect to see our average revenue per day decline as a greater portion of our revenues are generated from rigs operating at prevailing spot rates as our two remaining higher dayrate contracts expire at the end of 2020. Availability under our revolving line of credit is based upon a borrowing base determined by the level of our accounts receivable, with uncollectable amounts or amounts greater than 90 days past due excluded from consideration. As a result, a continued reduction in the utilization of our rigs or delays in payment or payment defaults by any of our customers will continue to have a material adverse impact on our financial liquidity. Similarly, our suppliers may not extend credit to us or require less favorable payment terms or face similar challenges with their own suppliers. We also are reliant upon our third-party lenders’ ability to meet their commitments under our existing credit facilities. Given the dramatic impact of the COVID-19 pandemic across industries and geographic regions, we cannot predict the magnitude it may have on our lenders’ ability to meet their commitments to us, and any failure to do so would have a material adverse effect on our liquidity and financial position. Due to these rapidly declining market conditions, we took the following actions in order to reduce our cost structure: • Salary or compensation reductions for substantially all our employees, including members of executive management; • Suspension of all cash-based incentive compensation, including all members of executive management; • Reduced the number of executive management positions by two; • Reduced the number of directors from seven to five, which became effective following director elections at our 2020 Annual Meeting of Stockholders; • Annual compensation reductions for our directors; and • Reduced headcount for non-field-based personnel by approximately 40%. Depending upon the nature and duration of the COVID-19 pandemic and the nature of containment measures taken in the future, it could have a continued material adverse effect on our business, results of operations and financial condition. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security (CARES) Act.” The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. We deferred $0.5 million of employer side social security payments during the nine months ended September 30, 2020. On April 27, 2020, we entered into an unsecured loan in the aggregate principal amount of $10.0 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (the “PPP”), sponsored by the Small Business Administration (the “SBA”) as guarantor of loans under the PPP. The PPP is part of the CARES Act , and it provides for loans to qualifying businesses in a maximum amount equal to the lesser of $10.0 million and 2.5 times the average monthly payroll expenses of the qualifying business. The proceeds of the loan may only be used for payroll costs, rent, utilities, mortgage interests, and interest on other pre-existing indebtedness (the “permissible purposes”). The application for these funds required us to, in good faith, certify that current economic uncertainty made the loan request necessary to support our ongoing operations. The receipt of these funds, and the forgiveness of the loan attendant to these funds, is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on our future adherence to the forgiveness criteria. The PPP Loan is subject to any new guidance and new requirements released by the Department of the Treasury who has indicated that all companies that have received funds in excess of $2.0 million will be subject to a government (SBA) audit to further ensure PPP loans are limited to eligible borrowers in need. On October 7, 2020, the SBA released guidance clarifying the deferral period for PPP loan payments. The Paycheck Protection Flexibility Act of 2020 extended the deferral period for loan payments to either (1) the date that SBA remits the borrower's loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, ten months after the end of the borrower's loan forgiveness covered period. We intend to apply for forgiveness and we believe our first payment related to any unforgiven portion would be due during the fourth quarter of 2021, with a loan maturity date of April 27, 2022. We cannot predict the length of time that the market disruptions resulting from the COVID-19 pandemic will continue; or when, or if, oil and gas prices and demand for our contract drilling services will decline, continue to improve or return to pre-COVID-19 levels. The extent to which our operating and financial results are affected by the COVID-19 pandemic will depend on various factors and consequences beyond our control, such as the duration and scope of the pandemic; additional actions by businesses and governments in response to the pandemic; and the speed and effectiveness of responses to combat the virus. As a result, our business, operating results and financial conditions are subject to various risks, many of which are aggravated as a result of the declining market conditions and significant uncertainty caused by the COVID-19 pandemic. The CARES Act did not have a material impact on our income taxes. Management will continue to monitor future developments and interpretations for any further impacts on our financial condition, results of operations, or liquidity. Third Amendment to Term Loan Credit Agreement On June 4, 2020, we entered into a Third Amendment, dated as of June 4, 2020 (the “Third Amendment”), to the Credit Agreement, dated as of October 1, 2018 (the “Term Credit Loan Agreement”), to permit us, at our option, subject to required prior notice and a maximum available liquidity condition (including availability under our revolving credit agreement and available cash), to elect to pay accrued and unpaid interest, solely during one three-consecutive-month period immediately following such notice, in kind (the “PIK Amount”). In connection with the amendments, we agreed to pay an additional amount equal to 0.75% of the aggregate principal amount of the loans under the Term Loan Credit Agreement plus all PIK Amounts, if any, that are added to such principal amount being repaid or prepaid on either the maturity date or upon the occurrence of an acceleration of obligations under the Term Loan Credit Agreement. Merger Consideration Amendment On June 4, 2020, we entered into a letter agreement (the “Merger Consideration Amendment”) with MSD Credit Opportunity Master Fund, L.P. to allow for the deferral of payment of the Mechanical Rig Net Proceeds of $2.9 million, to the earlier of (i) June 30, 2022 and (ii) a Change of Control Transaction (the “Payment Date”), and requires us to pay an additional amount in connection with such deferred payment equal to interest accrued on the amount of Mechanical Rig Net Proceeds during the period between May 1, 2020 and the Payment Date, which interest shall accrue at a rate of 15% per annum, compounded quarterly, during the period beginning on May 1, 2020 and ending on December 31, 2020 and at a rate of 25% per annum, compounded quarterly, during any period following December 31, 2020. The Mechanical Rig Net Proceeds were previously payable in the second quarter of 2020. ATM Offering On June 5, 2020, we entered into an equity distribution agreement (the “Agreement”) with Piper Sandler & Co. (the “Agent”), through its Simmons Energy division. Pursuant to the Agreement, we were able to offer and sell through the Agent shares of our common stock, par value $0.01 per share, having an aggregate offering price of up to $11,000,000 (the “Shares”). We began offering shares under this program during the second quarter of 2020 and completed this offering process during the third quarter of 2020, raising $11 million of gross proceeds and issuing an aggregate of 2.4 million shares at an average gross offering price of $4.66 per share. Reverse Stock Split Following approval by our stockholders on February 6, 2020, our Board of Directors approved a 1-for-20 reverse stock split of our common stock. The reverse split was effective March 11, 2020, and all share and earnings per share information have been retroactively adjusted to reflect the reverse stock split and the associated decrease in par value was recorded with the offset to additional paid-in capital. |
Interim Financial Information
Interim Financial Information | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Interim Financial Information | Interim Financial Information These unaudited consolidated financial statements include the accounts of ICD and its subsidiary, and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These consolidated financial statements should be read along with our audited consolidated financial statements for the year ended December 31, 2019, included in our Annual Report on Form 10-K for the year ended December 31, 2019. In management’s opinion, these financial statements contain all adjustments necessary to fairly present our financial position, results of operations, cash flows and changes in stockholders’ equity for all periods presented. As we had no items of other comprehensive income in any period presented, no other components of comprehensive income is presented. Interim results for the three and nine months ended September 30, 2020 may not be indicative of results that will be realized for the full year ending December 31, 2020. Segment and Geographical Information Our operations consist of one reportable segment because all of our drilling operations are located in the United States and have similar economic characteristics. Corporate management administers all properties as a whole rather than as discrete operating segments. Operational data is tracked by rig; however, financial performance is measured as a single enterprise and not on a rig-by-rig basis. Further, the allocation of capital resources is employed on a project-by-project basis across our entire asset base to maximize profitability without regard to individual geographic areas. Asset Impairment As a result of the rapidly deteriorating market conditions described in " COVID-19 Pandemic and Market Conditions Update" , we concluded that a triggering event occurred as of March 31, 2020 and, accordingly, an interim asset impairment test was performed. As a result, we recognized impairment of $3.3 million associated with the decline in the market value of our assets held for sale based upon the market approach method and $13.3 million related to the remaining assets on rigs removed from our marketed fleet, as well as certain other component equipment and inventory; all of which was deemed to be unsaleable and of zero value based upon the current macroeconomic conditions and uncertainties surrounding COVID-19. We have not identified any additional triggering event and did not record any asset impairment during the three months ended June 30, 2020 or September 30, 2020. Due to the uncertainty around COVID-19 and current market conditions, we may have to make further impairment charges in future periods relating to, among other things, fixed assets and inventory. We performed an impairment test during the quarter ended September 30, 2019 and recorded an impairment charge of $2.3 million, which represented the impairment of 100% of our previously recorded goodwill. In June 2019, we reduced property, plant and equipment on our consolidated balance sheet by $3.1 million and recorded $3.1 million of asset impairment expense for certain drilling equipment on our silicon-controlled rectifier (“SCR”) rigs. Additionally, in the first and second quarters of 2019, we reduced property, plant and equipment on our consolidated balance sheet by $2.3 million and $1.7 million, respectively, and recorded $2.0 million and $1.1 million, respectively, of asset impairment expense in conjunction with the sale of miscellaneous drilling equipment and reduced assets held for sale on our consolidated balance sheet by $1.2 million and recorded $1.2 million of asset impairment expense related to miscellaneous drilling equipment previously held for sale, but deemed unsalable in the current market environment. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments , as additional guidance on the measurement of credit losses on financial instruments. The new guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. In addition, the guidance amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The new guidance is effective for public companies for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual periods beginning after December 15, 2018. In October 2019, the FASB approved a proposal which grants smaller reporting companies additional time to implement FASB standards on current expected credit losses (CECL) to January 2023. As a smaller reporting company, we will defer adoption of ASU 2016-13 until January 2023. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes , to simplify the accounting for income taxes. The amendments in the update are effective for public companies for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We plan to adopt this guidance on January 1, 2021 and are currently evaluating the impact of adoption on our consolidated financial statements. On April 1, 2020, we adopted the new standard, ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform (e.g., discontinuation of LIBOR) if certain criteria are met. As of September 30, 2020, we have not yet elected any optional expedients provided in the standard. We will apply the accounting relief as relevant contract and hedge accounting relationship modifications are made during the reference rate reform transition period. We do not expect the standard to have a material impact on our consolidated financial statements. |
Sidewinder Merger
Sidewinder Merger | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Sidewinder Merger | Sidewinder Merger We completed the merger with Sidewinder Drilling LLC (“Sidewinder”) on October 1, 2018 (the “Sidewinder Merger”). During the three and nine months ended September 30, 2019 we recorded $0.3 million and $2.7 million, respectively, of merger-related expenses comprised primarily of severance, professional fees and various other integration related expenses. There were no merger expenses recorded during the three and nine months ended September 30, 2020. Certain intangible liabilities were recorded in connection with the Sidewinder Merger for drilling contracts in place at the closing date of the transaction that had unfavorable contract terms as compared to then current market terms for comparable drilling rigs. The intangible liabilities were amortized to operating revenues over the remaining underlying contract terms. As of June 30, 2019, $1.1 million of intangible revenue was recognized as a result of this amortization and the intangible liabilities were fully amortized. In addition, at the time of consummation of the Sidewinder Merger, Sidewinder owned various mechanical rig assets and related equipment (the "Mechanical Rigs") located principally in the Utica and Marcellus plays. As these assets are not consistent with ICD’s core strategy or geographic focus, ICD agreed that these assets can be disposed of, with the Sidewinder unitholders receiving the net proceeds. As a result of this arrangement, on the merger date, we recorded the fair value of the Mechanical Rigs less costs to sell, as assets held for sale, with an offsetting liability in contingent consideration. Subsequently, a majority of these assets were sold at auction for substantially less than the appraised fair values on the merger date. As a result, the contingent consideration liability was reduced by the appraised fair values on the merger date and the proceeds were recorded as merger consideration payable to an affiliate on our consolidated balance sheets. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases We have multi-year operating and financing leases for corporate office space, field location facilities, land, vehicles and various other equipment used in our operations. We also have a significant number of rentals related to our drilling operations that are day-to-day or month-to-month arrangements. Our multi-year leases have remaining lease terms of greater than one year to four years. The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Operating lease expense $ 153 $ 127 $ 456 $ 376 Short-term lease expense 374 1,480 2,300 3,907 Variable lease expense 65 92 294 363 Finance lease expense: Amortization of right-of-use assets $ 285 $ 273 $ 997 $ 852 Interest expense on lease liabilities 228 41 680 120 Total finance lease expense 513 314 1,677 972 Total lease expense $ 1,105 $ 2,013 $ 4,727 $ 5,618 Supplemental cash flow information related to leases is as follows: Nine Months Ended Nine Months Ended (in thousands) September 30, 2020 September 30, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 469 $ 357 Operating cash flows from finance leases $ 672 $ 115 Financing cash flows from finance leases $ 3,499 $ 1,003 Right-of-use assets obtained or recorded in exchange for lease obligations: Operating leases $ 252 $ 1,205 Finance leases $ 3,326 $ 2,181 Supplemental balance sheet information related to leases is as follows: (in thousands) September 30, 2020 December 31, 2019 Operating leases: Other long-term assets, net $ 928 $ 1,033 Accrued liabilities $ 571 $ 475 Other long-term liabilities 937 1,250 Total operating lease liabilities $ 1,508 $ 1,725 Finance leases: Property, plant and equipment $ 14,549 $ 14,375 Accumulated depreciation (851) (1,425) Property, plant and equipment, net $ 13,698 $ 12,950 Current portion of long-term debt $ 3,141 $ 3,685 Long-term debt 6,343 7,472 Total finance lease liabilities $ 9,484 $ 11,157 Weighted-average remaining lease term Operating leases 2.8 years 3.6 years Finance leases 2.2 years 2.7 years Weighted-average discount rate Operating leases 8.14 % 8.07 % Finance leases 9.02 % 7.64 % Maturities of lease liabilities at September 30, 2020 were as follows: (in thousands) Operating Leases Finance Leases 2020 $ 193 $ 972 2021 625 3,846 2022 451 5,138 2023 370 262 2024 47 — Thereafter — — Total cash lease payment 1,686 10,218 Add: expected residual value — 564 Less: imputed interest (178) (1,298) Total lease liabilities $ 1,508 $ 9,484 |
Leases | Leases We have multi-year operating and financing leases for corporate office space, field location facilities, land, vehicles and various other equipment used in our operations. We also have a significant number of rentals related to our drilling operations that are day-to-day or month-to-month arrangements. Our multi-year leases have remaining lease terms of greater than one year to four years. The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Operating lease expense $ 153 $ 127 $ 456 $ 376 Short-term lease expense 374 1,480 2,300 3,907 Variable lease expense 65 92 294 363 Finance lease expense: Amortization of right-of-use assets $ 285 $ 273 $ 997 $ 852 Interest expense on lease liabilities 228 41 680 120 Total finance lease expense 513 314 1,677 972 Total lease expense $ 1,105 $ 2,013 $ 4,727 $ 5,618 Supplemental cash flow information related to leases is as follows: Nine Months Ended Nine Months Ended (in thousands) September 30, 2020 September 30, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 469 $ 357 Operating cash flows from finance leases $ 672 $ 115 Financing cash flows from finance leases $ 3,499 $ 1,003 Right-of-use assets obtained or recorded in exchange for lease obligations: Operating leases $ 252 $ 1,205 Finance leases $ 3,326 $ 2,181 Supplemental balance sheet information related to leases is as follows: (in thousands) September 30, 2020 December 31, 2019 Operating leases: Other long-term assets, net $ 928 $ 1,033 Accrued liabilities $ 571 $ 475 Other long-term liabilities 937 1,250 Total operating lease liabilities $ 1,508 $ 1,725 Finance leases: Property, plant and equipment $ 14,549 $ 14,375 Accumulated depreciation (851) (1,425) Property, plant and equipment, net $ 13,698 $ 12,950 Current portion of long-term debt $ 3,141 $ 3,685 Long-term debt 6,343 7,472 Total finance lease liabilities $ 9,484 $ 11,157 Weighted-average remaining lease term Operating leases 2.8 years 3.6 years Finance leases 2.2 years 2.7 years Weighted-average discount rate Operating leases 8.14 % 8.07 % Finance leases 9.02 % 7.64 % Maturities of lease liabilities at September 30, 2020 were as follows: (in thousands) Operating Leases Finance Leases 2020 $ 193 $ 972 2021 625 3,846 2022 451 5,138 2023 370 262 2024 47 — Thereafter — — Total cash lease payment 1,686 10,218 Add: expected residual value — 564 Less: imputed interest (178) (1,298) Total lease liabilities $ 1,508 $ 9,484 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customer | Revenue from Contracts with Customers The following table summarizes revenues from our contracts disaggregated by revenue generating activity contained therein for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Dayrate drilling $ 8,367 $ 39,894 $ 59,255 $ 144,478 Mobilization 300 2,010 2,753 4,447 Reimbursables 404 2,795 4,743 7,349 Early termination 1,153 314 3,348 815 Capital modification — 43 — 115 Intangible — — — 1,079 Other — 17 — 27 Total revenue $ 10,224 $ 45,073 $ 70,099 $ 158,310 The following table provides information about receivables and contract liabilities related to contracts with customers. We had no contract assets as of September 30, 2020 or December 31, 2019. (in thousands) September 30, 2020 December 31, 2019 Receivables, which are included in “Accounts receivable, net” $ 8,514 $ 35,378 Contract liabilities, which are included in “Accrued liabilities - deferred revenue” $ (212) $ (311) Significant changes in the contract liabilities balance during the period are as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Revenue recognized that was included in contract liabilities at beginning of period $ — $ 47 $ 311 $ 1,352 Decrease (increase) in contract liabilities due to cash received, excluding amounts recognized as revenue $ (212) $ 428 $ (212) $ (233) The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2020. The estimated revenue does not include amounts of variable consideration that are constrained. Year Ending December 31, (in thousands) 2020 2021 2022 2023 Revenue $ 179 $ 33 $ — $ — The amounts presented in the table above consist only of fixed consideration related to fees for rig mobilizations and demobilizations, if applicable, which are allocated to the drilling services performance obligation as such performance obligation is satisfied. We have elected the exemption from disclosure of remaining performance obligations for variable consideration. Therefore, dayrate revenue to be earned on a rate scale associated with drilling conditions and level of service provided for each fractional-hour time increment over the contract term and other variable consideration such as penalties and reimbursable revenues, have been excluded from the disclosure. If present, these amounts would consist only of fixed consideration related to fees for rig mobilizations and demobilizations, if applicable, which are allocated to the drilling services performance obligation as such performance obligation is satisfied. We have elected the exemption from disclosure of remaining performance obligations for variable consideration. Therefore, dayrate revenue to be earned on a rate scale associated with drilling conditions and level of service provided for each fractional-hour time increment over the contract term and other variable consideration such as penalties and reimbursable revenues, have been excluded from the disclosure. Contract Costs We capitalize costs incurred to fulfill our contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy our performance obligations under the contract and (iii) are expected to be recovered through revenue generated under the contract. These costs, which principally relate to rig mobilization costs at the commencement of a new contract, are deferred as a current or noncurrent asset (depending on the length of the contract term), and amortized ratably to contract drilling expense as services are rendered over the initial term of the related drilling contract. Such contract costs, recorded as “Prepaid expenses and other current assets”, amounted to $0.4 million and $0.1 million on our consolidated balance sheets at September 30, 2020 and December 31, 2019, respectively. During the three and nine months ended September 30, 2020, contract costs increased by $0.6 million and $1.8 million, respectively, and we amortized $0.2 million and $1.5 million of contract costs, respectively. During the three and nine months ended September 30, 2019, contract costs increased by $0.2 million and $1.7 million, respectively, and we amortized $1.0 million and $2.6 million of contract costs, respectively. |
Financial Instruments and Fair
Financial Instruments and Fair Value | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value | Financial Instruments and Fair Value 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 or liabilities; 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 carrying value of certain of our assets and liabilities, consisting primarily of cash and cash equivalents, accounts receivable, accounts payable and certain accrued liabilities approximates their fair value due to the short-term nature of such instruments. The fair value of our long-term debt and merger consideration payable to an affiliate are determined by Level 3 measurements based on quoted market prices and terms for similar instruments, where available, and on the amount of future cash flows associated with the debt, discounted using our current borrowing rate for comparable debt instruments (the Income Method). Based on our evaluation of the risk free rate, the market yield and credit spreads on comparable company publicly traded debt issues, we used an annualized discount rate, including a credit valuation allowance, of 28.0%. The following table summarizes the carrying value and fair value of our long-term debt and merger consideration payable to an affiliate as of September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility $ 130,000 $ 83,487 $ 130,000 $ 138,567 Revolving Credit Facility $ — $ — $ — $ — PPP Loan $ 10,000 $ 7,344 $ — $ — Merger consideration payable to an affiliate $ 2,902 $ 2,991 $ 3,022 $ 3,022 The fair value of our assets held for sale is determined using Level 3 measurements. In the first quarter of 2020, we obtained a third-party appraisal to determine the fair value of our assets held for sale. Fair value measurements are applied with respect to our non-financial assets and liabilities measured on a non-recurring basis, which would consist of measurements primarily of long-lived assets. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | InventoriesAll of our inventory as of September 30, 2020 and December 31, 2019 consisted of supplies held for use in our drilling operations. In the first quarter of 2020, we impaired $1.2 million of inventory deemed to have zero value based upon the current macroeconomic conditions and uncertainties surrounding COVID-19. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following: (in thousands) September 30, 2020 December 31, 2019 Accrued salaries and other compensation $ 1,169 $ 3,500 Insurance 1,636 2,861 Deferred revenues 212 701 Property and other taxes 2,373 4,716 Interest 3,072 3,244 Operating lease liability - current 571 475 Other (1) 1,405 871 $ 10,438 $ 16,368 (1) Accrued Liabilities - Other includes $0.8 million in accrued severance, as of September 30, 2020, in connection with our cost reduction measures instituted in response to the COVID-19 pandemic and current deteriorating market conditions. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Our long-term debt consisted of the following: (in thousands) September 30, 2020 December 31, 2019 Term Loan Facility due October 1, 2023 $ 130,000 $ 130,000 PPP Loan 10,000 — Finance lease obligations 9,484 11,157 149,484 141,157 Less: current portion of finance leases (3,141) (3,685) Less: Term Loan Facility deferred financing costs (2,903) (2,531) Long-term debt $ 143,440 $ 134,941 Credit Facilities On October 1, 2018, we entered into a term loan Credit Agreement (the “Term Loan Credit Agreement”) for an initial term loan in an aggregate principal amount of $130.0 million, (the “Term Loan Facility”) and (b) a delayed draw term loan facility in an aggregate principal amount of up to $15.0 million (the “DDTL Facility”, and together with the Term Loan Facility, the “Term Facilities”). The Term Facilities have a maturity date of October 1, 2023, at which time all outstanding principal under the Term Facilities and other obligations become due and payable in full. At our election, interest under the Term Loan Facility is determined by reference at our option to either (i) a “base rate” equal to the higher of (a) the federal funds effective rate plus 0.05%, (b) the London Interbank Offered Rate (“LIBOR”) with an interest period of one month, plus 1.0%, and (c) the rate of interest as publicly quoted from time to time by the Wall Street Journal as the “prime rate” in the United States, plus an applicable margin of 6.5%, or (ii) a “LIBOR rate” equal to LIBOR with an interest period of one month, plus an applicable margin of 7.5%. The Term Loan Credit Agreement contains financial covenants, including a liquidity covenant of $10.0 million and a springing fixed charge coverage ratio covenant of 1.00 to 1.00 that is tested when availability under the ABL Credit Facility (defined below) and the DDTL Facility is below $5.0 million at any time that a DDTL Facility loan is outstanding. The Term Loan Credit Agreement also contains other customary affirmative and negative covenants, including limitations on indebtedness, liens, fundamental changes, asset dispositions, restricted payments, investments and transactions with affiliates. The Term Loan Credit Agreement also provides for customary events of default, including breaches of material covenants, defaults under the ABL Credit Facility or other material agreements for indebtedness, and a change of control. We are in compliance with our covenants as of September 30, 2020. The obligations under the Term Loan Credit Agreement are secured by a first priority lien on collateral (the “Term Priority Collateral”) other than accounts receivable, deposit accounts and other related collateral pledged as first priority collateral (“Priority Collateral”) under the ABL Credit Facility (defined below) and a second priority lien on such Priority Collateral, and are unconditionally guaranteed by all of our current and future direct and indirect subsidiaries. MSD PCOF Partners IV, LLC (an affiliate of MSD Partners, L.P. "MSD Partners") is the lender of our $130.0 million Term Loan Facility. In July 2019, we revised our Term Loan Credit Agreement to explicitly permit the repurchase of equity interests by the Company pursuant to the stock purchase program that was approved by our Board of Directors. In June 2020, we revised our Term Loan Credit Agreement to elect to pay accrued and unpaid interest, solely during one three recorded as a direct deduction from the face amount of the Term Loan Facility and as a long-term payable on our consolidated balance sheets. The additional amount will be amortized as interest expense over the term of the Term Loan Facility. Additionally on October 1, 2018, we entered into a $40.0 million revolving Credit Agreement (the “ABL Credit Facility”), including availability for letters of credit in an aggregate amount at any time outstanding not to exceed $7.5 million. Availability under the ABL Credit Facility is subject to a borrowing base calculated based on 85% of the net amount of our eligible accounts receivable, minus reserves. The ABL Credit Facility has a maturity date of the earlier of October 1, 2023 or the maturity date of the Term Loan Credit Agreement. At our election, interest under the ABL Credit Facility is determined by reference at our option to either (i) a “base rate” equal to the higher of (a) the federal funds effective rate plus 0.05%, (b) LIBOR with an interest period of one month, plus 1.0%, and (c) the prime rate of Wells Fargo, plus in each case, an applicable base rate margin ranging from 1.0% to 1.5% based on quarterly availability, or (ii) a revolving loan rate equal to LIBOR for the applicable interest period plus an applicable LIBOR margin ranging from 2.0% to 2.5% based on quarterly availability. We also pay, on a quarterly basis, a commitment fee of 0.375% (or 0.25% at any time when revolver usage is greater than 50% of the maximum credit) per annum on the unused portion of the ABL Credit Facility commitment. The ABL Credit Facility contains a springing fixed charge coverage ratio covenant of 1.00 to 1.00 that is tested when availability is less than 10% of the maximum credit. The ABL Credit Facility also contains other customary affirmative and negative covenants, including limitations on indebtedness, liens, fundamental changes, asset dispositions, restricted payments, investments and transactions with affiliates. The ABL Credit Facility also provides for customary events of default, including breaches of material covenants, defaults under the Term Loan Agreement or other material agreements for indebtedness, and a change of control. We are in compliance with our covenants as of September 30, 2020. The obligations under the ABL Credit Facility are secured by a first priority lien on Priority Collateral, which includes all accounts receivable and deposit accounts, and a second priority lien on the Term Priority Collateral, and are unconditionally guaranteed by all of our current and future direct and indirect subsidiaries. As of September 30, 2020, the weighted-average interest rate on our borrowings was 8.50%. At September 30, 2020, the borrowing base under our ABL Credit Facility was $5.5 million, and we had $5.2 million of availability remaining of our $40.0 million commitment on that date. On April 27, 2020, we entered into an unsecured loan in the aggregate principal amount of $10.0 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (the “PPP”), sponsored by the Small Business Administration (the “SBA”) as guarantor of loans under the PPP. The PPP is part of the CARES Act, and it provides for loans to qualifying businesses in a maximum amount equal to the lesser of $10.0 million and 2.5 times the average monthly payroll expenses of the qualifying business. The proceeds of the loan may only be used for payroll costs, rent, utilities, mortgage interests, and interest on other pre-existing indebtedness (the “permissible purposes”) during the covered period that ended on or about October 13, 2020. Interest on the PPP loan is equal to 1.0% per annum. All or part of the loan is forgivable based upon the level of permissible expenses incurred during the covered period and changes to the Company's headcount during the covered period to headcount during the period from January 1, 2020 to February 15, 2020. On October 7, 2020, the SBA released guidance clarifying the deferral period for PPP loan payments. The Paycheck Protection Flexibility Act of 2020 extended the deferral period for loan payments to either (1) the date that SBA remits the borrower's loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, 10 months after the end of the borrower's loan forgiveness covered period. While there can be no assurance that such PPP loan can be forgiven, we intend to apply for forgiveness and we believe our first payment related to any unforgiven portion would be due during the fourth quarter of 2021, with a loan maturity date of April 27, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Prior to June 2019, we issued common stock-based awards to employees and non-employee directors under our 2012 Long-Term Incentive Plan adopted in March 2012 (the “2012 Plan”). In June 2019, we adopted the 2019 Omnibus Incentive Plan (the “2019 Plan”) providing for common stock-based awards to employees and non-employee directors. The 2019 Plan permits the granting of various types of awards, including stock options, restricted stock and restricted stock unit awards, and up to 275,000 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. As of September 30, 2020, approximately 105,055 shares were available for future awards under the 2019 Plan. In connection with the adoption of the 2019 Plan, no further awards will be made under the 2012 Plan. Our policy is to account for forfeitures of share-based compensation awards as they occur. A summary of compensation cost recognized for stock-based payment arrangements is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Compensation cost recognized: Restricted stock and restricted stock units $ 694 $ 582 $ 1,554 $ 1,385 Total stock-based compensation $ 694 $ 582 $ 1,554 $ 1,385 No stock-based compensation was capitalized in connection with rig construction activity during the three and nine months ended September 30, 2020 or 2019. Stock Options We use the Black-Scholes option pricing model to estimate the fair value of stock options granted to employees and non-employee directors. The fair value of the options 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. There were no stock options granted during the nine months ended September 30, 2020 or 2019. A summary of stock option activity and related information for the nine months ended September 30, 2020 is as follows: Nine Months Ended September 30, 2020 Options Weighted Outstanding at January 1, 2020 33,458 $ 254.80 Granted — — Exercised — — Forfeited/expired — — Outstanding at September 30, 2020 33,458 $ 254.80 Exercisable at September 30, 2020 33,458 $ 254.80 The number of options vested at September 30, 2020 was 33,458 with a weighted average remaining contractual life of 1.5 years and a weighted average exercise price of $254.80 per share. There were no unvested options or unrecognized compensation cost related to outstanding stock options at September 30, 2020. Time-based Restricted Stock and Restricted Stock Units We have granted time-based restricted stock and restricted stock units to key employees under the 2012 Plan and 2019 Plan. Time-based Restricted Stock Time-based restricted stock awards consist of grants of our common stock that vest over five 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 September 30, 2020, there was $1.7 million in unrecognized compensation cost related to unvested restricted stock awards. This cost is expected to be recognized over a weighted-average period of 1.7 years. A summary of the status of our time-based restricted stock awards and of changes in our time-based restricted stock awards outstanding for the nine months ended September 30, 2020 is as follows: Nine Months Ended September 30, 2020 Shares Weighted Outstanding at January 1, 2020 62,817 $ 64.40 Granted — — Vested (16,767) 64.40 Forfeited (5,716) 64.40 Outstanding at September 30, 2020 40,334 $ 64.40 Time-based Restricted Stock Units We have granted three-year time vested restricted stock unit awards where each unit represents the right to receive, at the end of a vesting period, one share of ICD common stock with no exercise price. The fair value of time-based restricted stock unit awards is determined based on the estimated fair market value of our shares on the grant date. As of September 30, 2020, there was $1.2 million of total unrecognized compensation cost related to unvested time-based restricted stock unit awards. This cost is expected to be recognized over a weighted-average period of 0.9 years. A summary of the status of our time-based restricted stock unit awards and of changes in our time-based restricted stock unit awards outstanding for the nine months ended September 30, 2020 is as follows: Nine Months Ended September 30, 2020 RSUs Weighted Outstanding at January 1, 2020 44,439 $ 59.71 Granted 64,914 12.96 Vested and converted (17,392) 33.06 Forfeited (16,152) 19.21 Outstanding at September 30, 2020 75,809 $ 34.42 Performance-Based and Market-Based Restricted Stock Units We have granted three-year performance-based and market-based restricted stock unit awards, 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. Exercisability of the market-based restricted stock unit awards is based on our total shareholder return ("TSR") as measured against the TSR of a defined peer group and vesting of the performance-based restricted stock unit awards is based on our cumulative return on invested capital ("ROIC") as measured against ROIC performance goals determined by the compensation committee of our Board of Directors. We used a Monte Carlo simulation model to value the TSR market-based restricted stock unit awards. The fair value of the performance-based restricted stock unit awards is based on the market price of our common stock on the date of grant. During the restriction period, the performance-based and market-based restricted stock unit awards may not be transferred or encumbered, and the recipient does not receive dividend equivalents or have voting rights until the units vest. As of September 30, 2020, there was unrecognized compensation cost related to unvested performance-based or market-based restricted stock unit awards totaling $0.3 million. This cost is expected to be recognized over a weighted-average period of 1.0 years. A summary of the status of our performance-based and market-based restricted stock unit awards and of changes in our restricted stock unit awards outstanding for the nine months ended September 30, 2020 is as follows: Nine Months Ended September 30, 2020 RSUs Weighted Outstanding at January 1, 2020 23,480 $ 33.90 Granted 24,854 12.42 Vested and converted (1,260) 30.89 Forfeited (8,515) 21.24 Outstanding at September 30, 2020 38,559 $ 22.95 |
Stockholders_ Equity and Earnin
Stockholders’ Equity and Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Stockholders' Equity and Earnings (Loss) per Share | Stockholders’ Equity and Earnings (Loss) per Share As of September 30, 2020, we had a total of 6,166,720 shares of common stock, $0.01 par value, outstanding. We also had 78,589 shares held as treasury stock. Total authorized common stock is 50,000,000 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: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2020 2019 2020 2019 Net loss (numerator): $ (15,199) $ (10,547) $ (53,542) $ (25,778) Loss per share: Basic and diluted $ (2.67) $ (2.80) $ (11.91) $ (6.82) Shares (denominator): Weighted average common shares outstanding - basic 5,703 3,770 4,495 3,780 Weighted average common shares outstanding - diluted 5,703 3,770 4,495 3,780 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesOur effective tax rate was 0.2%, (2.2)%, 0.2%, and (2.3)% for the three and nine months ended September 30, 2020 and 2019, respectively. Taxes in both periods relate to Louisiana state income tax and Texas margin tax. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments As of September 30, 2020, we had outstanding purchase commitments to a number of suppliers totaling $0.4 million related primarily to the operation of drilling rigs. All of these commitments relate to equipment and services currently scheduled for delivery in 2020. Contingencies We may be the subject of lawsuits and claims arising in the ordinary course of business from time to time. Management cannot predict the ultimate outcome of such lawsuits and claims. While lawsuits and claims are asserted for amounts that may be material should an unfavorable outcome be the result, management does not currently expect that the outcome of any of these known legal proceedings or claims will have a material adverse effect on our financial position or results of operations. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties In conjunction with the closing of the Sidewinder Merger on October 1, 2018, we entered into the Term Loan Credit Agreement for an initial term loan in an aggregate principal amount of $130.0 million and a delayed draw term loan facility in an aggregate principal amount of up to $15.0 million. MSD PCOF Partners IV, LLC (an affiliate of MSD Partners) is the lender of our $130.0 million Term Loan Facility. We made interest payments on the Term Loan Facility totaling $2.9 million, $9.2 million, $3.3 million and $9.9 million for the three and nine months ended September 30, 2020 and 2019, respectively. Additionally, we have recorded merger consideration payable to an affiliate of $2.9 million related to proceeds received from the sale of specific assets earmarked in the Sidewinder Merger agreement as assets held for sale with the Sidewinder unitholders receiving the net proceeds. On June 4, 2020, we entered into a letter agreement with MSD Credit Opportunity Master Fund, L.P. to allow for the deferral of payment of the merger consideration payable to an affiliate of $2.9 million (see “Merger Consideration Amendment” in Note 1 “ Nature of Operations” ). The merger consideration payable to an affiliate was previously payable in the second quarter of 2020. As of September 30, 2020, accrued interest payable to MSD Credit Opportunity Master Fund, L.P. was $0.2 million. |
Interim Financial Information (
Interim Financial Information (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting | These unaudited consolidated financial statements include the accounts of ICD and its subsidiary, and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These consolidated financial statements should be read along with our audited consolidated financial statements for the year ended December 31, 2019, included in our Annual Report on Form 10-K for the year ended December 31, 2019. In management’s opinion, these financial statements contain all adjustments necessary to fairly present our financial position, results of operations, cash flows and changes in stockholders’ equity for all periods presented. As we had no items of other comprehensive income in any period presented, no other components of comprehensive income is presented. |
Segment and Geographical Information | Segment and Geographical Information Our operations consist of one reportable segment because all of our drilling operations are located in the United States and have similar economic characteristics. Corporate management administers all properties as a whole rather than as discrete operating segments. Operational data is tracked by rig; however, financial performance is measured as a single enterprise and not on a rig-by-rig basis. Further, the allocation of capital resources is employed on a project-by-project basis across our entire asset base to maximize profitability without regard to individual geographic areas. |
Asset Impairments, net | Asset Impairment As a result of the rapidly deteriorating market conditions described in " COVID-19 Pandemic and Market Conditions Update" , we concluded that a triggering event occurred as of March 31, 2020 and, accordingly, an interim asset impairment test was performed. As a result, we recognized impairment of $3.3 million associated with the decline in the market value of our assets held for sale based upon the market approach method and $13.3 million related to the remaining assets on rigs removed from our marketed fleet, as well as certain other component equipment and inventory; all of which was deemed to be unsaleable and of zero value based upon the current macroeconomic conditions and uncertainties surrounding COVID-19. We have not identified any additional triggering event and did not record any asset impairment during the three months ended June 30, 2020 or September 30, 2020. Due to the uncertainty around COVID-19 and current market conditions, we may have to make further impairment charges in future periods relating to, among other things, fixed assets and inventory. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments , as additional guidance on the measurement of credit losses on financial instruments. The new guidance requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. In addition, the guidance amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The new guidance is effective for public companies for interim and annual periods beginning after December 15, 2019, with early adoption permitted for interim and annual periods beginning after December 15, 2018. In October 2019, the FASB approved a proposal which grants smaller reporting companies additional time to implement FASB standards on current expected credit losses (CECL) to January 2023. As a smaller reporting company, we will defer adoption of ASU 2016-13 until January 2023. We are currently evaluating the impact this guidance will have on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes , to simplify the accounting for income taxes. The amendments in the update are effective for public companies for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We plan to adopt this guidance on January 1, 2021 and are currently evaluating the impact of adoption on our consolidated financial statements. On April 1, 2020, we adopted the new standard, ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform (e.g., discontinuation of LIBOR) if certain criteria are met. As of September 30, 2020, we have not yet elected any optional expedients provided in the standard. We will apply the accounting relief as relevant contract and hedge accounting relationship modifications are made during the reference rate reform transition period. We do not expect the standard to have a material impact on our consolidated financial statements. |
Fair Value Measurement | 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 or liabilities; 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. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Lease, cost | The components of lease expense were as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Operating lease expense $ 153 $ 127 $ 456 $ 376 Short-term lease expense 374 1,480 2,300 3,907 Variable lease expense 65 92 294 363 Finance lease expense: Amortization of right-of-use assets $ 285 $ 273 $ 997 $ 852 Interest expense on lease liabilities 228 41 680 120 Total finance lease expense 513 314 1,677 972 Total lease expense $ 1,105 $ 2,013 $ 4,727 $ 5,618 Supplemental cash flow information related to leases is as follows: Nine Months Ended Nine Months Ended (in thousands) September 30, 2020 September 30, 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 469 $ 357 Operating cash flows from finance leases $ 672 $ 115 Financing cash flows from finance leases $ 3,499 $ 1,003 Right-of-use assets obtained or recorded in exchange for lease obligations: Operating leases $ 252 $ 1,205 Finance leases $ 3,326 $ 2,181 |
Assets and liabilities, lessee | Supplemental balance sheet information related to leases is as follows: (in thousands) September 30, 2020 December 31, 2019 Operating leases: Other long-term assets, net $ 928 $ 1,033 Accrued liabilities $ 571 $ 475 Other long-term liabilities 937 1,250 Total operating lease liabilities $ 1,508 $ 1,725 Finance leases: Property, plant and equipment $ 14,549 $ 14,375 Accumulated depreciation (851) (1,425) Property, plant and equipment, net $ 13,698 $ 12,950 Current portion of long-term debt $ 3,141 $ 3,685 Long-term debt 6,343 7,472 Total finance lease liabilities $ 9,484 $ 11,157 Weighted-average remaining lease term Operating leases 2.8 years 3.6 years Finance leases 2.2 years 2.7 years Weighted-average discount rate Operating leases 8.14 % 8.07 % Finance leases 9.02 % 7.64 % |
Maturity of operating lease liability | Maturities of lease liabilities at September 30, 2020 were as follows: (in thousands) Operating Leases Finance Leases 2020 $ 193 $ 972 2021 625 3,846 2022 451 5,138 2023 370 262 2024 47 — Thereafter — — Total cash lease payment 1,686 10,218 Add: expected residual value — 564 Less: imputed interest (178) (1,298) Total lease liabilities $ 1,508 $ 9,484 |
Maturity of finance lease liability | Maturities of lease liabilities at September 30, 2020 were as follows: (in thousands) Operating Leases Finance Leases 2020 $ 193 $ 972 2021 625 3,846 2022 451 5,138 2023 370 262 2024 47 — Thereafter — — Total cash lease payment 1,686 10,218 Add: expected residual value — 564 Less: imputed interest (178) (1,298) Total lease liabilities $ 1,508 $ 9,484 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes revenues from our contracts disaggregated by revenue generating activity contained therein for the three and nine months ended September 30, 2020 and 2019: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Dayrate drilling $ 8,367 $ 39,894 $ 59,255 $ 144,478 Mobilization 300 2,010 2,753 4,447 Reimbursables 404 2,795 4,743 7,349 Early termination 1,153 314 3,348 815 Capital modification — 43 — 115 Intangible — — — 1,079 Other — 17 — 27 Total revenue $ 10,224 $ 45,073 $ 70,099 $ 158,310 |
Summary of Contract with Customer, Asset and Liability | The following table provides information about receivables and contract liabilities related to contracts with customers. We had no contract assets as of September 30, 2020 or December 31, 2019. (in thousands) September 30, 2020 December 31, 2019 Receivables, which are included in “Accounts receivable, net” $ 8,514 $ 35,378 Contract liabilities, which are included in “Accrued liabilities - deferred revenue” $ (212) $ (311) Significant changes in the contract liabilities balance during the period are as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Revenue recognized that was included in contract liabilities at beginning of period $ — $ 47 $ 311 $ 1,352 Decrease (increase) in contract liabilities due to cash received, excluding amounts recognized as revenue $ (212) $ 428 $ (212) $ (233) |
Estimated Revenue Expected to be Recognized in the Future | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2020. The estimated revenue does not include amounts of variable consideration that are constrained. Year Ending December 31, (in thousands) 2020 2021 2022 2023 Revenue $ 179 $ 33 $ — $ — |
Financial Instruments and Fai_2
Financial Instruments and Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of liabilities | The following table summarizes the carrying value and fair value of our long-term debt and merger consideration payable to an affiliate as of September 30, 2020 and December 31, 2019. September 30, 2020 December 31, 2019 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Term Loan Facility $ 130,000 $ 83,487 $ 130,000 $ 138,567 Revolving Credit Facility $ — $ — $ — $ — PPP Loan $ 10,000 $ 7,344 $ — $ — Merger consideration payable to an affiliate $ 2,902 $ 2,991 $ 3,022 $ 3,022 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: (in thousands) September 30, 2020 December 31, 2019 Accrued salaries and other compensation $ 1,169 $ 3,500 Insurance 1,636 2,861 Deferred revenues 212 701 Property and other taxes 2,373 4,716 Interest 3,072 3,244 Operating lease liability - current 571 475 Other (1) 1,405 871 $ 10,438 $ 16,368 (1) Accrued Liabilities - Other includes $0.8 million in accrued severance, as of September 30, 2020, in connection with our cost reduction measures instituted in response to the COVID-19 pandemic and current deteriorating market conditions. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Our long-term debt consisted of the following: (in thousands) September 30, 2020 December 31, 2019 Term Loan Facility due October 1, 2023 $ 130,000 $ 130,000 PPP Loan 10,000 — Finance lease obligations 9,484 11,157 149,484 141,157 Less: current portion of finance leases (3,141) (3,685) Less: Term Loan Facility deferred financing costs (2,903) (2,531) Long-term debt $ 143,440 $ 134,941 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Compensation Cost | A summary of compensation cost recognized for stock-based payment arrangements is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2020 2019 2020 2019 Compensation cost recognized: Restricted stock and restricted stock units $ 694 $ 582 $ 1,554 $ 1,385 Total stock-based compensation $ 694 $ 582 $ 1,554 $ 1,385 |
Summary of Stock Option Activity and Related Information | A summary of stock option activity and related information for the nine months ended September 30, 2020 is as follows: Nine Months Ended September 30, 2020 Options Weighted Outstanding at January 1, 2020 33,458 $ 254.80 Granted — — Exercised — — Forfeited/expired — — Outstanding at September 30, 2020 33,458 $ 254.80 Exercisable at September 30, 2020 33,458 $ 254.80 |
Schedule of Restricted Stock Activity | A summary of the status of our time-based restricted stock awards and of changes in our time-based restricted stock awards outstanding for the nine months ended September 30, 2020 is as follows: Nine Months Ended September 30, 2020 Shares Weighted Outstanding at January 1, 2020 62,817 $ 64.40 Granted — — Vested (16,767) 64.40 Forfeited (5,716) 64.40 Outstanding at September 30, 2020 40,334 $ 64.40 A summary of the status of our time-based restricted stock unit awards and of changes in our time-based restricted stock unit awards outstanding for the nine months ended September 30, 2020 is as follows: Nine Months Ended September 30, 2020 RSUs Weighted Outstanding at January 1, 2020 44,439 $ 59.71 Granted 64,914 12.96 Vested and converted (17,392) 33.06 Forfeited (16,152) 19.21 Outstanding at September 30, 2020 75,809 $ 34.42 A summary of the status of our performance-based and market-based restricted stock unit awards and of changes in our restricted stock unit awards outstanding for the nine months ended September 30, 2020 is as follows: Nine Months Ended September 30, 2020 RSUs Weighted Outstanding at January 1, 2020 23,480 $ 33.90 Granted 24,854 12.42 Vested and converted (1,260) 30.89 Forfeited (8,515) 21.24 Outstanding at September 30, 2020 38,559 $ 22.95 |
Stockholders_ Equity and Earn_2
Stockholders’ Equity and Earnings (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerators and Denominators of Basic and Diluted (Loss) Earnings Per Share | A reconciliation of the numerators and denominators of the basic and diluted losses per share computations is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands, except per share data) 2020 2019 2020 2019 Net loss (numerator): $ (15,199) $ (10,547) $ (53,542) $ (25,778) Loss per share: Basic and diluted $ (2.67) $ (2.80) $ (11.91) $ (6.82) Shares (denominator): Weighted average common shares outstanding - basic 5,703 3,770 4,495 3,780 Weighted average common shares outstanding - diluted 5,703 3,770 4,495 3,780 |
Nature of Operations and Rece_2
Nature of Operations and Recent Events - Operations & Oil and Natural Gas Prices and Drilling Activity (Details) $ / shares in Units, shares in Millions | Jan. 01, 2021 | Oct. 26, 2020$ / bbl | Jun. 05, 2020USD ($)$ / shares | Jun. 04, 2020USD ($) | Apr. 20, 2020$ / bbl | Mar. 11, 2020 | Jun. 30, 2020drilling_rig | Sep. 30, 2020USD ($)drilling_rigexecutivenumber_of_directors$ / sharesshares | Dec. 31, 2020 | Sep. 30, 2020USD ($)drilling_rigexecutivenumber_of_directors$ / shares | Sep. 30, 2019USD ($) | Apr. 27, 2020USD ($) | Mar. 31, 2020drilling_rig | Dec. 31, 2019number_of_directors$ / shares |
Property, Plant and Equipment [Line Items] | ||||||||||||||
Market price of oil (in dollars per barrel) | $ / bbl | (37.63) | |||||||||||||
Number of oil and natural gas rigs | drilling_rig | 6 | 22 | ||||||||||||
Average number of oil and natural gas rigs | drilling_rig | 4.4 | 4.4 | ||||||||||||
Reduction in executive management positions | executive | 2 | 2 | ||||||||||||
Reduction in number of directors | number_of_directors | 5 | 5 | 7 | |||||||||||
Reduction of headcount for non-field based personnel, percent | 40.00% | |||||||||||||
Social security tax, employer, deferral, CARES Act | $ 500,000 | |||||||||||||
Line of credit, additional payment as a percentage of principal | 0.75% | 0.75% | ||||||||||||
Due to related party, deferred payment | $ 2,900,000 | |||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Maximum aggregate offering price for sale of stock | $ 11,000,000 | |||||||||||||
Proceeds from issuance of common stock | $ 11,000,000 | $ 10,978,000 | $ 0 | |||||||||||
Number of shares issued (in shares) | shares | 2.4 | |||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 4.66 | $ 4.66 | ||||||||||||
Stock split, conversion ratio | 0.05 | |||||||||||||
Subsequent Event | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Market price of oil (in dollars per barrel) | $ / bbl | 38.39 | |||||||||||||
Forecast | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Deferred payment, interest accrual rate | 25.00% | 15.00% | ||||||||||||
AC Powered Rigs | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Number of rigs | drilling_rig | 29 | 29 | ||||||||||||
Line of credit | PPP Loan | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Line of credit, maximum borrowing capacity | $ 10,000,000 |
Interim Financial Information -
Interim Financial Information - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2019USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2020segment | |
Accounting Policies [Abstract] | ||||||
Reportable segments | segment | 1 | |||||
Impairment of assets held for sale | $ 3.3 | $ 1.2 | ||||
Impairment of assets held for use | $ 3.1 | $ 13.3 | ||||
Goodwill impairment loss | $ 2.3 | |||||
Decrease in property, plant and equipment | $ 3.1 | 1.7 | $ 2.3 | |||
Asset impairment, sale of property plant and equipment | $ 1.1 | 2 | ||||
Decrease in assets held for sale | $ 1.2 |
Sidewinder Merger (Details)
Sidewinder Merger (Details) - USD ($) | Jan. 01, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 04, 2020 |
Business Acquisition [Line Items] | ||||||||
Severance and merger-related expenses | $ 0 | $ 320,000 | $ 1,076,000 | $ 2,688,000 | ||||
Revenues | 10,224,000 | 45,073,000 | 70,099,000 | 158,310,000 | ||||
Due to related party, deferred payment | $ 2,900,000 | |||||||
Forecast | ||||||||
Business Acquisition [Line Items] | ||||||||
Deferred payment, interest accrual rate | 25.00% | 15.00% | ||||||
Intangible | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues | 0 | 0 | $ 1,100,000 | 0 | 1,079,000 | |||
Sidewinder Drilling, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Severance and merger-related expenses | $ 0 | $ 300,000 | $ 0 | $ 2,700,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Sep. 30, 2020 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Term of lease, operating | 1 year |
Term of lease, finance | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Term of lease, operating | 4 years |
Term of lease, finance | 4 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||||
Operating lease expense | $ 153 | $ 127 | $ 456 | $ 376 |
Short-term lease expense | 374 | 1,480 | 2,300 | 3,907 |
Variable lease expense | 65 | 92 | 294 | 363 |
Finance lease expense: | ||||
Amortization of right-of-use assets | 285 | 273 | 997 | 852 |
Interest expense on lease liabilities | 228 | 41 | 680 | 120 |
Total finance lease expense | 513 | 314 | 1,677 | 972 |
Total lease expense | $ 1,105 | $ 2,013 | 4,727 | 5,618 |
Cash paid for amounts included in measurement of lease liabilities: | ||||
Operating cash flows from operating leases | 469 | 357 | ||
Operating cash flows from finance leases | 672 | 115 | ||
Financing cash flows from finance leases | 3,499 | 1,003 | ||
Right-of-use assets obtained or recorded in exchange for lease obligations: | ||||
Operating leases | 252 | 1,205 | ||
Finance leases | $ 3,326 | $ 2,181 |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating leases: | ||
Other long-term assets, net | $ 928 | $ 1,033 |
Accrued liabilities | 571 | 475 |
Other long-term liabilities | 937 | 1,250 |
Total operating lease liabilities | 1,508 | 1,725 |
Finance leases: | ||
Property, plant and equipment | 14,549 | 14,375 |
Accumulated depreciation | (851) | (1,425) |
Property, plant and equipment, net | 13,698 | 12,950 |
Current portion of long-term debt | 3,141 | 3,685 |
Long-term debt | 6,343 | 7,472 |
Total finance lease liabilities | $ 9,484 | $ 11,157 |
Weighted-average remaining lease term | ||
Operating leases | 2 years 9 months 18 days | 3 years 7 months 6 days |
Finance leases | 2 years 2 months 12 days | 2 years 8 months 12 days |
Weighted-average discount rate | ||
Operating leases | 8.14% | 8.07% |
Finance leases | 9.02% | 7.64% |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligations | us-gaap:LongTermDebtAndCapitalLeaseObligations |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent | us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2020 | $ 193 | |
2021 | 625 | |
2022 | 451 | |
2023 | 370 | |
2024 | 47 | |
Thereafter | 0 | |
Total cash lease payment | 1,686 | |
Less: imputed interest | (178) | |
Total lease liabilities | 1,508 | $ 1,725 |
Finance Leases | ||
2020 | 972 | |
2021 | 3,846 | |
2022 | 5,138 | |
2023 | 262 | |
2024 | 0 | |
Thereafter | 0 | |
Total cash lease payment | 10,218 | |
Add: expected residual value | 564 | |
Less: imputed interest | (1,298) | |
Total lease liabilities | $ 9,484 | $ 11,157 |
Revenue From Contracts with C_3
Revenue From Contracts with Customers - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 10,224 | $ 45,073 | $ 70,099 | $ 158,310 | |
Dayrate drilling | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 8,367 | 39,894 | 59,255 | 144,478 | |
Mobilization | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 300 | 2,010 | 2,753 | 4,447 | |
Reimbursables | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 404 | 2,795 | 4,743 | 7,349 | |
Early termination | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 1,153 | 314 | 3,348 | 815 | |
Capital modification | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 43 | 0 | 115 | |
Intangible | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 0 | 0 | $ 1,100 | 0 | 1,079 |
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 0 | $ 17 | $ 0 | $ 27 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Receivables and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Receivables, which are included in “Accounts receivable, net” | $ 8,514 | $ 35,378 |
Contract liabilities, which are included in “Accrued liabilities - deferred revenue” | $ (212) | $ (311) |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Assets and Liabilities Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue recognized that was included in contract liabilities at beginning of period | $ 0 | $ 47 | $ 311 | $ 1,352 |
Decrease (increase) in contract liabilities due to cash received, excluding amounts recognized as revenue | $ (212) | $ 428 | $ (212) | $ (233) |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Remaining Performance Obligations (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 179 |
Revenue, remaining performance obligation, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 33 |
Revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 0 |
Revenue, remaining performance obligation, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 0 |
Revenue, remaining performance obligation, period | 3 years |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||||
Capitalized contract cost, current | $ 0.4 | $ 0.4 | $ 0.1 | ||
Capitalized contract cost, increase | 0.6 | $ 0.2 | 1.8 | $ 1.7 | |
Amortization of contract costs | $ 0.2 | $ 1 | $ 1.5 | $ 2.6 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value - Narrative (Details) | Sep. 30, 2020 |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt instrument, measurement input | 0.280 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Merger consideration payable to an affiliate | $ 2,902 | $ 0 |
Sidewinder Drilling, Inc. | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Merger consideration payable to an affiliate | 2,900 | |
Carrying Value | Sidewinder Drilling, Inc. | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Merger consideration payable to an affiliate | 2,902 | 3,022 |
Carrying Value | Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 130,000 | 130,000 |
Carrying Value | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Carrying Value | PPP Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 10,000 | 0 |
Fair Value | Sidewinder Drilling, Inc. | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Merger consideration payable to an affiliate | 2,991 | 3,022 |
Fair Value | Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 83,487 | 138,567 |
Fair Value | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | 0 | 0 |
Fair Value | PPP Loan | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 7,344 | $ 0 |
Inventories (Details)
Inventories (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Inventory Disclosure [Abstract] | |
Inventory impairment | $ 1.2 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued salaries and other compensation | $ 1,169 | $ 3,500 |
Insurance | 1,636 | 2,861 |
Deferred revenues | 212 | 701 |
Property and other taxes | 2,373 | 4,716 |
Interest | 3,072 | 3,244 |
Operating lease liability - current | 571 | 475 |
Other | 1,405 | 871 |
Accrued liabilities | 10,438 | $ 16,368 |
Accrued severance | $ 800 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | $ 149,484 | $ 141,157 |
Less: current portion of finance leases | (3,141) | (3,685) |
Less: Term Loan Facility deferred financing costs | (2,903) | (2,531) |
Long-term debt | 143,440 | 134,941 |
Finance lease obligations | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | 9,484 | 11,157 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | 130,000 | 130,000 |
PPP Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, including current portion | $ 10,000 | $ 0 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Jun. 04, 2020 | Oct. 01, 2018USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Apr. 27, 2020USD ($) |
Debt Instrument [Line Items] | |||||
Accrued and unpaid interest only payment period | 3 months | ||||
Line of credit, additional payment as a percentage of principal | 0.75% | 0.75% | |||
Direct reduction from face amount | $ 1,000,000 | ||||
Line of credit | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 8.50% | ||||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 130,000,000 | ||||
Term Loan Facility | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Face amount | 130,000,000 | ||||
Liquidity covenant | $ 10,000,000 | ||||
Fixed charge coverage ratio | 1 | ||||
Term Loan Facility | Line of credit | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate, basis spread (as a percent) | 7.50% | ||||
Term Loan Facility | Line of credit | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate, basis spread (as a percent) | 6.50% | ||||
Delayed Draw Term Loan | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 15,000,000 | ||||
Delayed Draw Term Loan | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Face amount | 15,000,000 | ||||
ABL Credit Facility And Delayed Draw Facility | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Minimum availability | $ 5,000,000 | ||||
Revolving Credit Facility | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Fixed charge coverage ratio | 1 | ||||
Line of credit facility, borrowing base threshold, percentage | 85.00% | ||||
Commitment fee on unused capacity (as a percent) | 0.375% | ||||
Line of credit facility, unused commitment fee percentage, revolver contingency | 0.25% | ||||
Unused commitment fee percentage, maximum credit threshold | 50.00% | ||||
Fixed charge coverage ratio, maximum credit threshold | 10.00% | ||||
Borrowing base | $ 5,500,000 | ||||
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 | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate, basis spread (as a percent) | 1.00% | ||||
Revolving Credit Facility | Revolving credit facility | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility, maximum borrowing capacity | $ 40,000,000 | 40,000,000 | |||
Remaining availability | $ 5,200,000 | ||||
Revolving Credit Facility | Letter of Credit | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility, maximum borrowing capacity | $ 7,500,000 | ||||
PPP Loan | Line of credit | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility, maximum borrowing capacity | $ 10,000,000 | ||||
Minimum | Revolving Credit Facility | Line of credit | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate, basis spread (as a percent) | 1.00% | ||||
Minimum | Revolving Credit Facility | Revolving credit facility | Line of credit | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate, basis spread (as a percent) | 2.00% | ||||
Maximum | Term Loan Facility | Line of credit | Federal funds, effective rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate, basis spread (as a percent) | 0.05% | ||||
Maximum | Term Loan Facility | Line of credit | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate, basis spread (as a percent) | 1.00% | ||||
Maximum | Revolving Credit Facility | Line of credit | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate, basis spread (as a percent) | 1.50% | ||||
Maximum | Revolving Credit Facility | Revolving credit facility | Line of credit | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate, basis spread (as a percent) | 2.50% |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation capitalized due to rig construction activity | $ 0 | $ 0 | $ 0 | $ 0 |
Options, granted (in shares) | 0 | 0 | ||
Options, exercisable (in shares) | 33,458 | 33,458 | ||
Remaining contractual life (years) | 1 year 6 months | |||
Weighted-average exercise price (in dollars per share) | $ 254.80 | $ 254.80 | ||
Restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (years) | 5 years | |||
Unrecognized compensation costs | $ 1,700,000 | $ 1,700,000 | ||
Period for recognition | 1 year 8 months 12 days | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (years) | 3 years | |||
Unrecognized compensation costs | $ 1,200,000 | $ 1,200,000 | ||
Period for recognition | 10 months 24 days | |||
Exercise price (in dollars per share) | $ 0 | $ 0 | ||
Performance-based RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (years) | 3 years | |||
Unrecognized compensation costs | $ 300,000 | $ 300,000 | ||
Period for recognition | 1 year | |||
Shares received per restricted stock unit (in shares) | 2 | 2 | ||
2019 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 275,000 | 275,000 | ||
Number of shares available for future awards (in shares) | 105,055 | 105,055 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 694 | $ 582 | $ 1,554 | $ 1,385 |
Restricted stock and restricted stock units | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 694 | $ 582 | $ 1,554 | $ 1,385 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Options | ||
Options, beginning balance (in shares) | 33,458 | |
Options, granted (in shares) | 0 | 0 |
Options, exercised (in shares) | 0 | |
Options, forfeited/expired (in shares) | 0 | |
Options, ending balance (in shares) | 33,458 | |
Options, exercisable (in shares) | 33,458 | |
Weighted Average Exercise Price | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 254.80 | |
Weighted average exercise price, granted (in dollars per share) | 0 | |
Weighted average exercise price, exercised (in dollars per share) | 0 | |
Weighted average exercise price, forfeited/expired (in dollars per share) | 0 | |
Weighted average exercise price, ending balance (in dollars per share) | 254.80 | |
Weighted-average exercise price, exercisable (in dollars per share) | $ 254.80 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Restricted stock | |
Shares | |
Number, beginning balance (in shares) | shares | 62,817 |
Number, granted (in shares) | shares | 0 |
Number, vested and converted (in shares) | shares | (16,767) |
Number, forfeited (in shares) | shares | (5,716) |
Number, ending balance (in shares) | shares | 40,334 |
Weighted Average Grant-Date Fair Value Per Share | |
Weighted average grant date fair value per share, beginning balance (in dollars per share) | $ / shares | $ 64.40 |
Weighted average grant date fair value per share, granted (in dollars per share) | $ / shares | 0 |
Weighted average grant date fair value per share, vested and converted (in dollars per share) | $ / shares | 64.40 |
Weighted average grant date fair value per share, forfeited (in dollars per share) | $ / shares | 64.40 |
Weighted average grant date fair value per share, ending balance (in dollars per share) | $ / shares | $ 64.40 |
RSUs | |
Shares | |
Number, beginning balance (in shares) | shares | 44,439 |
Number, granted (in shares) | shares | 64,914 |
Number, vested and converted (in shares) | shares | (17,392) |
Number, forfeited (in shares) | shares | (16,152) |
Number, ending balance (in shares) | shares | 75,809 |
Weighted Average Grant-Date Fair Value Per Share | |
Weighted average grant date fair value per share, beginning balance (in dollars per share) | $ / shares | $ 59.71 |
Weighted average grant date fair value per share, granted (in dollars per share) | $ / shares | 12.96 |
Weighted average grant date fair value per share, vested and converted (in dollars per share) | $ / shares | 33.06 |
Weighted average grant date fair value per share, forfeited (in dollars per share) | $ / shares | 19.21 |
Weighted average grant date fair value per share, ending balance (in dollars per share) | $ / shares | $ 34.42 |
Performance-based RSUs | |
Shares | |
Number, beginning balance (in shares) | shares | 23,480 |
Number, granted (in shares) | shares | 24,854 |
Number, vested and converted (in shares) | shares | (1,260) |
Number, forfeited (in shares) | shares | (8,515) |
Number, ending balance (in shares) | shares | 38,559 |
Weighted Average Grant-Date Fair Value Per Share | |
Weighted average grant date fair value per share, beginning balance (in dollars per share) | $ / shares | $ 33.90 |
Weighted average grant date fair value per share, granted (in dollars per share) | $ / shares | 12.42 |
Weighted average grant date fair value per share, vested and converted (in dollars per share) | $ / shares | 30.89 |
Weighted average grant date fair value per share, forfeited (in dollars per share) | $ / shares | 21.24 |
Weighted average grant date fair value per share, ending balance (in dollars per share) | $ / shares | $ 22.95 |
Stockholders_ Equity and Earn_3
Stockholders’ Equity and Earnings (Loss) per Share - Narrative (Details) - $ / shares | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Jun. 05, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Treasury stock, number of shares held (in shares) | 78,589 | 78,589 | 64,146 | ||||||||
Common stock, shares authorized (shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||
Equity Option | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Antidilutive securities (in shares) | 33,458 | 33,458 | 33,458 | 33,458 | |||||||
Restricted Stock Units (RSUs) | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Antidilutive securities (in shares) | 114,368 | 72,218 | 114,368 | 72,218 | |||||||
Common Stock | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||
Shares outstanding (in shares) | 6,166,720 | 3,833,087 | 6,166,720 | 3,833,087 | 5,003,109 | 3,809,548 | 3,812,050 | 3,847,431 | 3,853,909 | 3,853,909 |
Stockholders_ Equity and Earn_4
Stockholders’ Equity and Earnings (Loss) per Share - Basic and Diluted Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net loss (numerator): | ||||||||
Net loss | $ (15,199) | $ (10,120) | $ (28,223) | $ (10,547) | $ (12,858) | $ (2,373) | $ (53,542) | $ (25,778) |
Loss per share: | ||||||||
Basic and diluted (in dollars per share) | $ (2.67) | $ (2.80) | $ (11.91) | $ (6.82) | ||||
Shares (denominator): | ||||||||
Weighted average common shares outstanding - basic (in shares) | 5,703 | 3,770 | 4,495 | 3,780 | ||||
Weighted average common shares outstanding - diluted (in shares) | 5,703 | 3,770 | 4,495 | 3,780 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate (as a percent) | 0.20% | 0.20% | (2.20%) | (2.30%) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Outstanding purchase commitments | $ 0.4 |
Related Parties (Details)
Related Parties (Details) - USD ($) | Jan. 01, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 04, 2020 | Dec. 31, 2019 | Oct. 01, 2018 |
Merger consideration payable to an affiliate | $ 2,902,000 | $ 2,902,000 | $ 0 | ||||||
Due to related party, deferred payment | $ 2,900,000 | ||||||||
MSD Credit Opportunity Master Fund, L.P. | |||||||||
Accrued interest payable | 200,000 | 200,000 | |||||||
Forecast | |||||||||
Deferred payment, interest accrual rate | 25.00% | 15.00% | |||||||
Sidewinder Drilling, Inc. | |||||||||
Merger consideration payable to an affiliate | 2,900,000 | 2,900,000 | |||||||
Term Loan Facility | |||||||||
Face amount | $ 130,000,000 | ||||||||
Interest payments | $ 2,900,000 | $ 3,300,000 | $ 9,200,000 | $ 9,900,000 | |||||
Delayed Draw Term Loan | |||||||||
Face amount | $ 15,000,000 |