Nature of Operations and Recent Developments | 1. Nature of Operations and Recent Developments Except as expressly stated or the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “ICD” 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. 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 and the Haynesville Shale; however, our rigs have previously operated in the Eagle Ford Shale, 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, Drilling Activity and Market Conditions Update During 2020, reduced demand for crude oil related to the COVID-19 pandemic, combined with production increases from OPEC+ early in the year, led to a significant reduction in oil prices and demand for drilling services in the United States. In response to these adverse conditions and uncertainty, our customers reduced planned capital expenditures and drilling activity throughout 2020. During the first quarter of 2020, our operating rig count reached a peak of rigs during the third quarter of 2020. During the third quarter of 2020, oil and natural gas prices began to stabilize and steadily improve, 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 2020 and throughout 2021. As market conditions improved, dayrates and our revenue per day also began to steadily improve for our contract drilling services, in particular during the second half of 2021. Recently, oil prices (WTI-Cushing) reached a high of Due to rapidly declining market conditions at the end of the first quarter of 2020, we took actions in order to reduce our cost structure including: salary or compensation reductions, suspension of all cash-based incentive compensation, reduction of the number of executive management and directors, reduction of annual director compensation and reduction of non-field-based personnel headcount. As market conditions improved in 2021, we reinstated our incentive compensation accruals and increased field pay in response to tighter labor markets. 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 $0.8 million of employer social security payments during the year ended December 31, 2020. We made the first required payment of $0.4 million on January 3, 2022. 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. PPP Loan During the second quarter of 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 was part of the CARES Act , monthly payroll expenses of the qualifying business. The proceeds of the loan could 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 was equal to 1.0% per annum. All or part of the loan was 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. In the third quarter of 2021, we received notice from the SBA that our loan was forgiven and paid in full. The loan is considered an extinguishment of debt and is recorded as “Gain on extinguishment of debt” in our 2021 Statements of Operations. We have not accrued any liability associated with the risk of an adverse SBA review. Common Stock Purchase Agreement On November 11, 2020, we entered into a Common Stock Purchase Agreement (the “Commitment Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with Tumim Stone Capital LLC (“Tumim”). Pursuant to the Commitment Purchase Agreement, the Company had the right to sell to Tumim up to $5.0 million (the “Total Commitment”) in shares of its common stock, par value $0.01 per share (the “Shares”) (subject to certain conditions and limitations) from time to time during the term of the Commitment Purchase Agreement. Sales of common stock pursuant to the Commitment Purchase Agreement, and the timing of any sales, were solely at our option and we were under no obligation to sell securities pursuant to this arrangement. Shares could be sold by the Company pursuant to this arrangement over a period of up to 24 months, commencing on December 1, 2020. We determined that the right to sell additional shares represented a freestanding put option under ASC 815 Derivatives and Hedging, but had a fair value of zero, and therefore no additional accounting was required. Transaction costs, of $0.5 million, incurred in connection with entering into the Purchase Agreement were expensed as selling, general and administrative expense during the fourth quarter of 2020. As of December 31, 2021, we had sold Amendments to Term Loan Credit Agreement On June 4, 2020, we revised our Term Loan Credit Agreement to elect to pay accrued and unpaid interest, solely during one three On September 28, 2021, we executed a Fourth Amendment (the “Fourth Amendment”) to the Term Loan Credit Agreement, dated as of October 1, 2018 (the “Term Loan Credit Agreement”), which amended the Term Loan Credit Agreement to permit us, at our option, subject to required prior notice, to elect to pay accrued and unpaid interest due October 1, 2021, in-kind (the “PIK Amount”). The payment-in-kind was in lieu of exercising a drawdown under the Accordion under the Term Loan Credit Agreement, thus, the amount of the Term Loan Accordion commitment of million was reduced by the PIK Amount. On September 29, 2021, we elected to pay in-kind the On December 30, 2021 we executed a Fifth Amendment (the “Fifth Amendment”) to the Term Loan Credit Agreement, dated as of October 1, 2018, to permit us, at our option, subject to prior notice, to elect to pay accrued and unpaid interest due January 1, 2022 in-kind. The payment-in-kind was in lieu of exercising a drawdown under the Accordion under the Term Loan Credit Agreement, thus the amount of the Term Loan Accordion commitment was further reduced by the PIK Amount. On December 30, 2021, we elected to pay in-kind the million January 3, 2022 interest payment. Following this payment-in-kind on January 1, 2022, the Term Loan Accordion commitment was 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 $11.0 million. We issued and sold approximately $11.0 million of common stock in the second and third quarters of 2020. On March 8, 2021, in conjunction with the ATM Distribution Agreement entered into on June 5, 2020, our board of directors authorized an additional $2.2 million of common stock to be sold in transactions that are deemed to be “at-the-market offerings.” We began offering shares under this program during the first quarter of 2021 and completed this offering process during the second quarter of 2021, raising On August 19, 2021, we entered into a new ATM Distribution Agreement relating to the offer and sale of an additional $7.5 million of common stock to be sold in transactions that are deemed to be “at-the-market offerings.” During the fourth quarter of 2021, we completed this offering process, raising On December 16, 2021, in conjunction with the ATM Distribution Agreement entered into on August 19, 2021, our board of directors authorized the sale of an additional $5.9 million of common stock to be sold in transactions that are deemed to be “at-the-market offerings.” We began offering shares under this program during the first quarter of 2022. As of March 4, 2022, we raised gross proceeds of Reverse Stock Split Following approval by our stockholders on February 6, 2020, our Board of Directors approved a 1-for-20 Sidewinder Merger and Merger Consideration Amendment We completed the merger with Sidewinder Drilling LLC on October 1, 2018. 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 were not consistent with ICD’s core strategy or geographic focus, ICD agreed that these assets could 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 a related liability in contingent consideration. Subsequently, these assets were sold at auction for substantially less than the appraised fair values on the merger date. As a result, in the second quarter of 2020, 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. 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 (such applicable date, 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. Accrued interest as of December 31, 2021 was $1.2 million. Asset Impairment, net During 2021, we impaired a damaged piece of drilling equipment for $0.3 million, net of insurance recoveries. We also sold miscellaneous drilling equipment. Accordingly, we impaired the drilling equipment to fair market value less cost to sell and recorded asset impairment expense of million in our consolidated statements of operations. During the first quarter of 2020, as a result of the rapidly deteriorating market conditions described in "COVID-19 Pandemic and Market Conditions Update" During the fourth quarter of 2020, due to the highly competitive market and in an effort to minimize capital spending, management drafted and approved a plan to upgrade our existing fleet by utilizing the primary components needed to complete the upgrades from five of our existing rigs and these five rigs were removed from our marketed fleet. We recorded an impairment charge of $21.9 million related to the remaining assets on these non-marketed rigs. Additionally, we recorded a $2.4 million asset impairment based upon the market approach method on certain capital spare parts, all of which were deemed to be incompatible with our upgraded fleet. |