HOUSTON, Aug. 2, 2018 /PRNewswire/ -- Independence
Contract Drilling, Inc. (the "Company") (NYSE: ICD) today reported financial results for the three months ended June 30, 2018.
Second Quarter 2018 Highlights
- Record quarterly revenues of $25.8 million.
- Net loss of $3.3 million, or $0.09 per share.
- Adjusted net loss, as defined below, of $3.2 million, or $0.08
per share.
- Adjusted EBITDA, as defined below, of $5.0 million.
- Fleet utilization of 99.3%.
- Record revenue days of 1,265.
- Fully-burdened margin per day of $6,377 per day.
- Net debt, excluding capitalized leases, of $56.2 million, on a borrowing base of $104.9 million.
In the second quarter of 2018, the Company reported record quarterly revenues of $25.8 million,
a net loss of $3.3 million, or $0.09 per share, an adjusted net loss
(defined below) of $3.2 million, or $0.08 per share, and adjusted
EBITDA (defined below) of $5.0 million. This compares to revenues of $25.6 million, a net loss of $4.1 million, or $0.11
per share, an adjusted net loss of $4.3 million, or $0.11 per share,
and adjusted EBITDA of $3.9 million in the first quarter of 2018, and revenues of $21.3 million, a net loss of $6.3 million, or $0.17
per share, an adjusted net loss of $5.0 million, or $0.13 per share,
and adjusted EBITDA of $3.2 million in the second quarter of 2017.
Chief Executive Officer Byron Dunn commented, "Demand for pad-optimal rigs is robust and
improved throughout the second quarter, driving sequential improvements in ICD revenue per day and average dayrate in backlog,
which now exceeds $21,000 per day. We also realized a full quarter of benefits associated
with efficiency efforts that drove improvements in cash costs at the rig level, which combined with our top-line growth,
contributed to sequential improvements in margin per day of over 20% during the second quarter. With rigs continuing to
roll to higher dayrates, and the completion of our 15th ShaleDriller® rig, which commenced operations in the Permian on budget
and ahead of schedule in July, we expect to again see sequential margin improvement in the upcoming quarter. We remain on
schedule with respect to our recently announced transaction with Sidewinder Drilling, and still expect a closing to occur early
in the fourth quarter of 2018."
Quarterly Operational Results
In the second quarter of 2018, the Company's fleet operated at 99.3% utilization and recorded 1,265 revenue days, compared to
100.0% utilization and recorded 1,259 revenue days in the first quarter of 2018, and 93.9% utilization and 1,111 revenue days in
the second quarter of 2017.
Operating revenues in the second quarter of 2018 totaled $25.8 million, compared to $25.6 million in the first quarter of 2018 and $21.3 million in the second
quarter of 2017. On a revenue-per-day basis, revenues were $19,411 per day in the second
quarter of 2018, compared to $19,055 in the first quarter of 2018 and $18,201 in the second quarter of 2017. Sequential revenue-per-day improvements were driven by increased
pricing on contract renewals.
Operating costs in the second quarter of 2018 totaled $18.0 million, compared to $18.9 million in the first quarter of 2018 and $15.8 million in the second
quarter of 2017. Fully-burdened operating costs, excluding reactivation and rig construction costs, were $13,034 per day in the second quarter of 2018, compared to $13,414 in the first
quarter of 2018 and $12,926 the second quarter of 2017. The sequential decrease in cost per
day related primarily to recently implemented labor efficiency initiatives.
Second quarter 2018 fully-burdened rig operating margins, excluding reactivation and rig construction costs, were $6,377 per day, compared to $5,641 per day in the first quarter of 2018 and
$5,275 per day in the second quarter of 2017.
Selling, general and administrative expenses in the second quarter of 2018 included $0.4 million
of costs directly associated with the recently announced merger agreement with Sidewinder Drilling LLC. Excluding these
costs, selling, general and administrative expenses in the second quarter of 2018 were $3.5 million
(including $0.7 million of non-cash stock-based compensation), compared to $3.5 million (including $0.6 million of non-cash stock-based compensation) in the
first quarter of 2018 and $3.4 million (including $1.2 million of
non-cash stock-based compensation) in the second quarter of 2017.
Drilling Operations Update
All 15 of the Company's ShaleDriller® rigs are contracted under term contracts. Fourteen ShaleDriller rigs were operating as
of June 30, 2018. Our 15th newly-completed ShaleDriller rig commenced operations in
July 2018.
The Company's June 30, 2018 backlog of revenues from contracts, with original terms of six
months or more was $103.7 million. Approximately 53% of this backlog is expected to be realized
during the remainder of 2018.
Capital Expenditures and Liquidity Update
Aggregate cash outlays for capital expenditures in the second quarter of 2018, net of disposals, were $6.6 million, including $4.6 million of payments for first quarter 2018
deliveries. The Company's aggregate capital expenditure budget for 2018 is $23.5 million,
including $10 million associated with the completion of the Company's 15th ShaleDriller rig, which
commenced operations in July 2018.
As of June 30, 2018, the Company had drawn $58.8 million on its
$85.0 million credit facility and had net debt, excluding capital leases, of $56.2 million. The borrowing base under the Company's credit facility was $104.9
million as of June 30, 2018.
Conference Call Details
A conference call for investors will be held today, August 2, 2018, at 11:00 a.m. Central Time (12:00 p.m. Eastern Time) to discuss the Company's second
quarter 2018 results.
The call can be accessed live over the telephone by dialing (855) 239-3115 or for international callers, (412) 542-4125.
A replay will be available shortly after the call and can be accessed by dialing (877) 344-7529 or for international callers,
(412) 317-0088. The passcode for the replay is 10122592. The replay will be available until August 9, 2018.
Interested parties may also listen to a simultaneous webcast of the conference call by logging onto the Company's website at
www.icdrilling.com in the Investor Relations section. A replay of
the webcast will also be available for approximately 30 days following the call.
About Independence Contract Drilling, Inc.
Independence Contract Drilling provides land-based contract drilling services for oil and natural gas producers in
the United States. The Company constructs, owns and operates a fleet of pad-optimal ShaleDriller
rigs that are specifically engineered and designed to accelerate its clients' production profiles and cash flows from their most
technically demanding and economically impactful oil and gas properties. For more information, visit www.icdrilling.com.
Forward-Looking Statements
This news release contains certain forward-looking statements within the meaning of the federal securities laws. Words such as
"anticipated," "estimated," "expected," "planned," "scheduled," "targeted," "believes," "intends," "objectives," "projects,"
"strategies" and similar expressions are used to identify such forward-looking statements. However, the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements relating to Independence Contract Drilling's
operations are based on a number of expectations or assumptions which have been used to develop such information and statements
but which may prove to be incorrect. These statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict, and there can be no assurance that actual outcomes and results will
not differ materially from those expected by management of Independence Contract Drilling. For more information concerning
factors that could cause actual results to differ materially from those conveyed in the forward-looking statements, please refer
to the "Risk Factors" section of the Company's Annual Report on Form 10-K, filed with the SEC and the information included in
subsequent amendments and other filings. These forward-looking statements are based on and include our expectations as of the
date hereof. Independence Contract Drilling does not undertake any obligation to update or revise such forward-looking statements
to reflect events or circumstances that occur, or which Independence Contract Drilling becomes aware of, after the date
hereof.
INDEPENDENCE CONTRACT DRILLING, INC.
|
Unaudited
|
(in thousands, except par value and share data)
|
|
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
Assets
|
|
|
|
|
|
|
Cash and cash equivalents
|
$ 2,554
|
|
$
2,533
|
Accounts receivable, net
|
19,702
|
|
18,056
|
Inventories
|
|
2,875
|
|
2,710
|
Assets held for sale
|
1,920
|
|
1,920
|
Prepaid expenses and other current assets
|
3,986
|
|
2,957
|
|
|
Total current assets
|
31,037
|
|
28,176
|
Property, plant and equipment, net
|
279,082
|
|
275,105
|
Other long-term assets, net
|
1,316
|
|
1,364
|
|
|
Total assets
|
$ 311,435
|
|
$
304,645
|
Liabilities and Stockholders' Equity
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current portion of long-term debt (1)
|
$ 541
|
|
$
533
|
|
Accounts payable
|
14,661
|
|
11,627
|
|
Accrued liabilities
|
7,070
|
|
6,969
|
|
|
Total current liabilities
|
22,272
|
|
19,129
|
|
Long-term debt (2)
|
59,490
|
|
49,278
|
|
Deferred income taxes, net
|
613
|
|
683
|
|
Other long-term liabilities
|
120
|
|
73
|
|
|
Total liabilities
|
82,495
|
|
69,163
|
Commitments and contingencies
|
|
|
|
Stockholders' equity
|
|
|
|
|
Common stock, $0.01 par value, 100,000,000 shares authorized;
38,597,447 and 38,246,919 shares issued, respectively; and 38,252,765 and 37,985,225 shares outstanding,
respectively
|
383
|
|
380
|
|
Additional paid-in capital
|
327,880
|
|
326,616
|
|
Accumulated deficit
|
(97,104)
|
|
(89,645)
|
|
Treasury stock, at cost, 344,682 and 261,694 shares,
respectively
|
(2,219)
|
|
(1,869)
|
|
|
Total stockholders' equity
|
228,940
|
|
235,482
|
|
|
Total liabilities and stockholders' equity
|
$ 311,435
|
|
$
304,645
|
|
|
(1)
|
Current portion of long-term debt relates to the current portion of vehicle
capital lease obligations.
|
(2)
|
As of June 30, 2018, long-term debt includes $708 thousand of
long-term vehicle capital lease obligations. As of December 31, 2017, long-term debt included $737 thousand of
long-term vehicle capital lease obligations.
|
INDEPENDENCE CONTRACT DRILLING, INC.
|
Unaudited
|
(in thousands, except per share amounts)
|
|
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
|
|
|
|
|
June 30,
|
|
March 31,
|
|
June 30,
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2018
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$ 25,754
|
|
$ 21,285
|
|
$ 25,627
|
|
$ 51,381
|
|
$ 41,521
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
|
Operating costs
|
17,966
|
|
15,808
|
|
18,926
|
|
36,892
|
|
30,706
|
|
Selling, general and administrative
|
3,938
|
|
3,435
|
|
3,479
|
|
7,417
|
|
7,153
|
|
Depreciation and amortization
|
6,579
|
|
6,335
|
|
6,591
|
|
13,170
|
|
12,591
|
|
Asset impairments, net
|
-
|
|
546
|
|
(35)
|
|
(35)
|
|
675
|
|
(Gain) loss on disposition of assets, net
|
(333)
|
|
745
|
|
(82)
|
|
(415)
|
|
1,573
|
|
|
Total cost and expenses
|
28,150
|
|
26,869
|
|
28,879
|
|
57,029
|
|
52,698
|
|
|
Operating loss
|
(2,396)
|
|
(5,584)
|
|
(3,252)
|
|
(5,648)
|
|
(11,177)
|
Interest expense
|
(938)
|
|
(686)
|
|
(943)
|
|
(1,881)
|
|
(1,316)
|
|
|
Loss before income taxes
|
(3,334)
|
|
(6,270)
|
|
(4,195)
|
|
(7,529)
|
|
(12,493)
|
Income tax (benefit) expense
|
(21)
|
|
34
|
|
(49)
|
|
(70)
|
|
80
|
|
|
Net loss
|
$ (3,313)
|
|
$ (6,304)
|
|
$ (4,146)
|
|
$ (7,459)
|
|
$ (12,573)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share:
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
$ (0.09)
|
|
$ (0.17)
|
|
$ (0.11)
|
|
$ (0.20)
|
|
$ (0.33)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
38,253
|
|
37,679
|
|
38,124
|
|
38,188
|
|
37,613
|
INDEPENDENCE CONTRACT DRILLING, INC.
|
Unaudited
|
(in thousands)
|
|
STATEMENTS OF CASH FLOWS
|
|
|
Six Months Ended June 30,
|
|
2018
|
|
2017
|
|
|
Cash flows from operating activities
|
|
|
|
Net loss
|
$ (7,459)
|
|
$ (12,573)
|
Adjustments to reconcile net loss to net cash provided by operating
activities
|
|
|
|
Depreciation and amortization
|
13,170
|
|
12,591
|
Asset impairments, net
|
(35)
|
|
675
|
Stock-based compensation
|
1,362
|
|
2,169
|
(Gain) loss on disposition of assets, net
|
(415)
|
|
1,573
|
Deferred income taxes
|
(70)
|
|
80
|
Amortization of deferred financing costs
|
185
|
|
250
|
Bad debt expense
|
22
|
|
-
|
Changes in operating assets and liabilities
|
|
|
|
Accounts receivable
|
(1,668)
|
|
(1,478)
|
Inventories
|
(136)
|
|
(3)
|
Prepaid expenses and other
assets
|
(951)
|
|
(644)
|
Accounts payable and accrued
liabilities
|
(539)
|
|
(392)
|
Net cash
provided by operating activities
|
3,466
|
|
2,248
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Purchases of property, plant and equipment
|
(13,023)
|
|
(17,367)
|
Proceeds from the sale of assets
|
327
|
|
1,060
|
Net cash
used in investing activities
|
(12,696)
|
|
(16,307)
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Borrowings under credit facility
|
27,441
|
|
22,611
|
Repayments under credit facility
|
(17,200)
|
|
(9,363)
|
Purchase of treasury stock
|
(350)
|
|
(24)
|
RSUs withheld for taxes
|
(95)
|
|
(455)
|
Financing costs paid
|
(215)
|
|
(8)
|
Payments for capital lease obligations
|
(330)
|
|
(308)
|
Net cash
provided by financing activities
|
9,251
|
|
12,453
|
Net
increase (decrease) in cash and cash equivalents
|
21
|
|
(1,606)
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
Beginning of period
|
2,533
|
|
7,071
|
End of period
|
$ 2,554
|
|
$ 5,465
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
Cash paid during the period for interest
|
$ 1,878
|
|
$ 1,157
|
Supplemental disclosure of non-cash investing and financing
activity
|
|
|
Change in property, plant and equipment purchases in accounts
payable
|
$ 3,621
|
|
$ (855)
|
Additions to property, plant and equipment through capital
leases
|
$ 309
|
|
$ 536
|
Additions to property, plant and equipment through tenant allowance on
leasehold improvement
|
$ 100
|
|
$ -
|
Transfer of assets from held for sale to held and used
|
$ 2,717
|
|
$ -
|
The following table provides various financial and operational data for the Company's operations the three months ending
June 30, 2018 and 2017 and March 31, 2018 and the six months ending
June 30, 2018 and 2017. This information contains non-GAAP financial measures of the
Company's operating performance. The Company believes this non-GAAP information is useful because it provides a means to
evaluate the operating performance of the Company on an ongoing basis using criteria that are used by our management.
Additionally, it highlights operating trends and aids analytical comparisons. However, this information has limitations and
should not be used as an alternative to operating income (loss) or cash flow performance measures determined in accordance with
GAAP, as this information excludes certain costs that may affect the Company's operating performance in future periods.
OTHER FINANCIAL & OPERATING DATA
|
Unaudited
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
June 30, 2018
|
|
June 30, 2017
|
|
March 31, 2018
|
|
June 30, 2018
|
|
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
Number of completed rigs end of period (1)
|
|
14
|
|
14
|
|
14
|
|
14
|
|
14
|
Rig operating days (2)
|
|
1,264.7
|
|
1,111.2
|
|
1,259.4
|
|
2,524.1
|
|
2,184.1
|
Average number of operating rigs (3)
|
|
13.9
|
|
12.2
|
|
14.0
|
|
13.9
|
|
12.1
|
Rig utilization (4)
|
|
99.3%
|
|
93.9%
|
|
100.0%
|
|
99.6%
|
|
92.8%
|
Average revenue per operating day (5)
|
|
$ 19,411
|
|
$ 18,201
|
|
$ 19,055
|
|
$ 19,233
|
|
$ 18,077
|
Average cost per operating day (6)
|
|
$ 13,034
|
|
$ 12,926
|
|
$ 13,414
|
|
$ 13,223
|
|
$ 12,435
|
Average rig margin per operating day
|
|
$ 6,377
|
|
$ 5,275
|
|
$ 5,641
|
|
$ 6,010
|
|
$ 5,642
|
|
|
(1)
|
Our 15th ShaleDriller rig was completed and commenced operations subsequent
to the end of the second quarter of 2018.
|
|
|
(2)
|
Rig operating days represent the number of days our rigs are earning
revenue under a contract during the period, including days that standby revenues are earned. During the three and
six months ended June 30, 2018 and March 31, 2018 we did not earn any revenue on a standby basis. During the
three and six months ended June 30, 2017, there were zero and 77.9 operating days, respectively, in which we earned
revenue on a standby basis, including zero and 69.0 standby-without-crew days, respectively.
|
|
|
(3)
|
Average number of operating rigs is calculated by dividing the total number
of rig operating days in the period by the total number of calendar days in the period.
|
|
|
(4)
|
Rig utilization is calculated as rig operating days divided by the total
number of days our drilling rigs are available during the applicable period.
|
|
|
(5)
|
Average revenue per operating day represents total contract drilling
revenues earned during the period divided by rig operating days in the period. Excluded in calculating average
revenue per operating day are revenues associated with the reimbursement of out-of-pocket costs paid by customers of $1.2
million, $1.1 million and $1.6 million during the three months ended June 30, 2018 and 2017 and March 31, 2018,
respectively, and $2.8 million and $2.0 million for the six months ended June 30, 2018 and 2017,
respectively.
|
|
|
(6)
|
Average cost per operating day represents operating costs incurred during
the period divided by rig operating days in the period. The following costs are excluded in calculating average
cost per operating day: (i) out-of-pocket costs reimbursed by customers of $1.2 million, $1.1 million and $1.6 million
during the three months ended June 30, 2018 and 2017 and March 31, 2018, respectively, and $2.8 million and $2.0 million
for the six months ended June 30, 2018 and 2017, respectively, (ii) new crew training costs of $68.0 thousand, $55.0
thousand and $25.0 thousand during the three months ended June 30, 2018 and 2017 and March 31, 2018, respectively, and
$0.1 million and $0.1 million during the six months ended June 30, 2018 and 2017, respectively, (iii) construction
overhead costs expensed due to reduced rig construction activity of $0.2 million, zero and $0.4 million during the three
months ended June 30, 2018 and 2017 and March 31, 2018, respectively, and $0.6 million and $0.2 million during the six
months ended June 30, 2018 and 2017, respectively, (iv) rig reactivation costs associated with the redeployment of
previously stacked rigs, excluding new crew training costs (included in (ii) above), of $0.3 million and $1.0 million
during the three and six months ended June 30, 2017, respectively, and (v) out-of-pocket expenses of $0.1 million,
net of insurance recoveries, incurred as a result of damage to one of our rig's mast during the six months ended
June 30, 2017.
|
Non-GAAP Financial Measures
Adjusted net loss, EBITDA and adjusted EBITDA are supplemental non-GAAP financial measures that are used by management and
external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. In addition,
adjusted EBITDA is consistent with how EBITDA is calculated under our credit facility for purposes of determining our compliance
with various financial covenants. We define "EBITDA" as earnings (or loss) before interest, taxes, depreciation, and
amortization, and we define "adjusted EBITDA" as EBITDA before stock-based compensation, non-cash asset impairments, gains or
losses on disposition of assets, and other non-recurring items added back to, or subtracted from, net income for purposes of
calculating EBITDA under our credit facility. Neither adjusted net loss, EBITDA or adjusted EBITDA is a measure of net
income as determined by U.S. generally accepted accounting principles ("GAAP").
Management believes adjusted net loss, EBITDA and adjusted EBITDA are useful because they allow our stockholders to more
effectively evaluate our operating performance and compliance with various financial covenants under our credit facility and
compare the results of our operations from period to period and against our peers without regard to our financing methods or
capital structure or non-recurring, non-cash transactions. We exclude the items listed above from net income (loss) in
calculating adjusted net loss, EBITDA and adjusted EBITDA because these amounts can vary substantially from company to company
within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the
assets were acquired. None of adjusted net loss, EBITDA or adjusted EBITDA should be considered an alternative to, or more
meaningful than, net income (loss), the most closely comparable financial measure calculated in accordance with GAAP, or as an
indicator of our operating performance or liquidity. Certain items excluded from adjusted net loss, EBITDA and adjusted EBITDA
are significant components in understanding and assessing a company's financial performance, such as a company's return on
assets, cost of capital and tax structure. Our presentation of adjusted net loss, EBITDA and adjusted EBITDA should not be
construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of
adjusted net loss, EBITDA and adjusted EBITDA may not be comparable to other similarly titled measures of other companies.
Reconciliation of Net Loss to Adjusted Net Loss:
|
|
|
(Unaudited)
|
|
(Unaudited)
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30, 2018
|
|
June 30, 2017
|
|
March 31, 2018
|
|
June 30, 2018
|
|
June 30, 2017
|
|
Amount
|
|
Per
Share
|
|
Amount
|
|
Per
Share
|
|
Amount
|
|
Per
Share
|
|
Amount
|
|
Per
Share
|
|
Amount
|
|
Per
Share
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$(3,313)
|
|
$(0.09)
|
|
$(6,304)
|
|
$(0.17)
|
|
$(4,146)
|
|
$(0.11)
|
|
$(7,459)
|
|
$(0.20)
|
|
$(12,573)
|
|
$(0.33)
|
Add back:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairments, net (1)
|
-
|
|
-
|
|
546
|
|
0.02
|
|
(35)
|
|
-
|
|
(35)
|
|
-
|
|
675
|
|
0.02
|
(Gain) loss on disposition of assets, net (2)
|
(333)
|
|
-
|
|
745
|
|
0.02
|
|
(82)
|
|
-
|
|
(415)
|
|
(0.01)
|
|
1,573
|
|
0.04
|
Merger transaction costs (3)
|
443
|
|
0.01
|
|
-
|
|
-
|
|
-
|
|
-
|
|
443
|
|
0.01
|
|
-
|
|
-
|
Adjusted net loss
|
$(3,203)
|
|
$(0.08)
|
|
$(5,013)
|
|
$(0.13)
|
|
$(4,263)
|
|
$(0.11)
|
|
$(7,466)
|
|
$(0.20)
|
|
$(10,325)
|
|
$(0.27)
|
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA:
|
|
|
(Unaudited)
|
|
(Unaudited)
|
Three Months Ended
|
|
Six Months Ended
|
|
June 30, 2018
|
|
June 30, 2017
|
|
March 31, 2018
|
|
June 30, 2018
|
|
June 30, 2017
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$ (3,313)
|
|
$ (6,304)
|
|
$ (4,146)
|
|
$ (7,459)
|
|
$ (12,573)
|
Add back:
|
|
|
|
|
|
|
|
|
|
Income tax (benefit) expense
|
(21)
|
|
34
|
|
(49)
|
|
(70)
|
|
80
|
Interest expense
|
938
|
|
686
|
|
943
|
|
1,881
|
|
1,316
|
Depreciation and amortization
|
6,579
|
|
6,335
|
|
6,591
|
|
13,170
|
|
12,591
|
Asset impairments, net (1)
|
-
|
|
546
|
|
(35)
|
|
(35)
|
|
675
|
EBITDA
|
4,183
|
|
1,297
|
|
3,304
|
|
7,487
|
|
2,089
|
(Gain) loss on disposition of assets, net (2)
|
(333)
|
|
745
|
|
(82)
|
|
(415)
|
|
1,573
|
Stock-based compensation
|
718
|
|
1,157
|
|
644
|
|
1,362
|
|
2,169
|
Merger transaction costs (3)
|
443
|
|
-
|
|
-
|
|
443
|
|
-
|
Adjusted EBITDA
|
$ 5,011
|
|
$ 3,199
|
|
$ 3,866
|
|
$ 8,877
|
|
$ 5,831
|
|
|
(1)
|
In the second quarter of 2017, we recorded a $0.5 million, or $0.02 per
share, non-cash impairment reflecting the estimated loss from the expected sale of our Galayda facility. In the
first quarter of 2018, we recorded a $208 thousand recovery of impairment expense as a result of the decision to hold and
use certain buildings and property previously held for sale, offset by the impairment of certain buildings of $173
thousand.
|
|
|
(2)
|
In the second quarter of 2018, we recorded a gain on disposition of assets
of $0.3 million, primarily due a gain on the sale or disposition of miscellaneous drilling equipment. In the second
quarter of 2017, we recorded a loss on disposition of assets of $0.7 million, or $0.02 per share, primarily due a loss on
the sale of drilling equipment previously designated as held for sale.
|
|
|
(3)
|
In the second quarter of 2018, we incurred $0.4 million of costs directly
associated with a merger agreement with Sidewinder Drilling LLC.
|
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This communication is being made in respect of the proposed merger transaction
involving Independence Contract Drilling, Inc. ("ICD"), Patriot Saratoga Merger Sub LLC ("Merger Sub") and Sidewinder Drilling
LLC. The issuance of the shares of ICD common stock in the proposed merger transaction will be submitted to the
stockholders of ICD for their consideration, and ICD will file relevant materials with the Securities and Exchange Commission
(the "SEC"), including a definitive proxy statement, which will be mailed to ICD stockholders. However, such documents are
not currently available. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF ICD ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED MERGER TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER TRANSACTION. Investors and security holders may obtain free copies of the definitive proxy statement, any
amendments or supplements thereto and other documents containing important information about each of ICD and Sidewinder, once
such documents are filed by ICD with the SEC, through the website maintained by the SEC at www.sec.gov. In addition, copies of the documents filed with the SEC by ICD will be available free of charge
under the heading "Independence Contract Drilling Special Meeting Proxy Statement" within the "Investor" section of ICD's website
at www.icdrilling.com or by contacting ICD's Investor Relations Department
at 11601 N. Galayda Street, Houston, TX 77086, Attn: Corporate Secretary; by telephone: (281)
598-1211; or by email: investor.relations@icdrilling.com.
Participants in the Solicitation
ICD and its respective directors and executive officers, certain other members of its respective management and certain
of its respective employees may be deemed to be participants in the solicitation of proxies in connection with the proposed
merger transaction. Information about the directors and executive officers of ICD is set forth in its annual report on
Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on
February 26, 2018 and in its proxy statement for its 2018 annual meeting of stockholders filed on
April 11, 2018. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to ICD's stockholders in connection with the proposed business combination will be
set forth in the proxy statement for the proposed merger transaction when available. Each of these documents, when
available, can be obtained free of charge from the sources indicated above. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the definitive proxy statement and other relevant materials to be filed with the SEC when they become available.
Cautionary Statements Regarding Forward-Looking Information
This communication may contain or incorporate by reference statements or information that are, include or are based on
forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements give expectations, intentions, beliefs or forecasts of future events or otherwise for the
future and can be identified by the fact that they relate to future actions, performance or results rather than relating strictly
to historical or current facts. Words such as "believe(s)," "goal(s)," "target(s)," "estimate(s)," "anticipate(s),"
"forecast(s)," "project(s)," "plan(s)," "intend(s)," "expect(s)," "might," "may," "could" and variations of such words and other
words and expressions of similar meaning are intended to identify such forward-looking statements. However, the absence of such
words or other words and expressions of similar meaning does not mean that a statement is not forward-looking.
Any or all forward-looking statements may turn out to be wrong, and, accordingly, readers are cautioned not to place undue
reliance on such statements. Forward-looking statements involve a number of risks and uncertainties that are difficult to
predict and are not guarantees or assurances of future performance. No assurances can be given that the results and
financial condition contemplated in any forward-looking statements will be achieved or will be achieved in any particular
timetable. Forward-looking statements involve a number of risks and uncertainties that are difficult to predict and can be
affected by inaccurate assumptions or by known or unknown risks and uncertainties that may be important in determining actual
future results and financial condition. The general factors that could cause actual results and financial condition to
differ materially from those expressed or implied include, without limitation, the following: (a) the satisfaction or waiver of
the conditions precedent to the consummation of the proposed merger transaction involving Merger Sub, a wholly-owned subsidiary
of ICD, and Sidewinder, including, without limitation, the receipt of stockholder and regulatory approvals (including approvals,
authorizations and clearance by antitrust authorities and insurance regulators necessary to complete such proposed merger
transaction) on the terms desired or anticipated (and the risk that such approvals may result in the imposition of conditions
that could adversely affect the combined company or the expected benefits of such proposed merger transaction); (b) unanticipated
difficulties or expenditures relating to such proposed merger transaction and in obtaining estimated synergies following
consummation of the proposed transaction; (c) risks relating to the value of the shares of ICD's common shares to be issued in
such proposed merger transaction; (d) disruptions of ICD's and Sidewinder's current plans, operations and relationships with
third persons caused by the announcement and pendency of such proposed merger transaction, including, without limitation, the
ability of the combined company to hire and retain any personnel; (e) legal proceedings that may be instituted against ICD and
Sidewinder following announcement of such proposed merger transaction; and (f) those factors listed in annual, quarterly and
periodic reports filed by ICD with the SEC, whether or not related to such proposed merger transaction.
ICD assumes no, and expressly disclaims any, duty or obligation to update or correct any forward-looking statement as a result
of events, changes, effects, states of facts, conditions, circumstances, occurrences or developments subsequent to the date of
this communication or otherwise, except as required by law. Readers are advised, however, to consult any further
disclosures ICD makes on related subjects in its filings with the SEC.
INVESTOR CONTACTS:
Independence Contract Drilling, Inc.
E-mail inquiries to: Investor.relations@icdrilling.com
Phone inquiries: (281) 598-1211
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SOURCE Independence Contract Drilling, Inc.