HOUSTON, Aug. 7, 2024
/PRNewswire/ -- Independence Contract Drilling, Inc. (the "Company"
or "ICD") (NYSE: ICD) today reported financial results for the
three months ended June 30, 2024.
Second quarter 2024 Highlights
- Net loss of $16.7 million, or
$1.15 per share
- Adjusted net loss, as defined below, of $10.6 million, or $0.73 per share
- Adjusted EBITDA, as defined below, of $8.5 million, representing a 28% sequential
decrease
- Adjusted net debt, as defined below, of $196.7 million, representing a 3% sequential
increase
- 14.5 average rigs working during the quarter, representing a 4%
sequential decrease
- Fully burdened margin per day of $9,675, representing a 18% sequential
decrease
In the second quarter of 2024, the Company reported revenues of
$43.3 million, net loss of
$16.7 million, or $1.15 per share, adjusted net loss (defined
below) of $10.6 million, or
$0.73 per share, and adjusted EBITDA
(defined below) of $8.5 million.
These results compare to revenues of $56.4
million, net loss of $4.2
million, or $0.30 per diluted
share, adjusted net loss of $1.0
million, or $0.07 per diluted
share, and adjusted EBITDA of $18.7
million in the second quarter of 2023, and revenues of
$46.6 million, net loss of
$9.0 million, or $0.62 per share, adjusted net loss of
$7.3 million, or $0.50 per share, and adjusted EBITDA of
$11.8 million in the first quarter of
2024.
Chief Executive Officer Anthony
Gallegos commented, "Our financial results for the second
quarter came in line with our expectations, as the overall U.S.
land contract drilling market continued to be impacted by elevated
rig churn from headwinds driven by customer consolidation,
accelerating drilling efficiencies and increased fiscal discipline
by E&P customers. These headwinds have continued into the third
quarter of 2024 and resulted in the delay or cancellation of
expected third quarter rig reactivation opportunities and
additional rig releases where our rigs will be required to be
placed with new customers. We are actively marketing all of these
rigs into identified contract opportunities in our Permian market
as well as our Haynesville/ East
Texas market where we were recently successful in adding a
third operating rig. However, we expect near term white space from
rig churn to result in a decline in our third quarter average
operating rig count to approximately 13 rigs. Assuming our
re-contracting efforts are successful, we expect our operating rig
count will return to second quarter levels by the end of the fourth
quarter of 2024."
Quarterly Operational Results
In the second quarter of 2024, operating days decreased 4%
compared to the first quarter of 2024. The Company's marketed
fleet operated at 56% utilization and recorded 1,315 revenue days,
compared to 58% utilization and 1,369 revenue days in the second
quarter of 2023, and 58% utilization and 1,376 revenue days in the
first quarter of 2024.
Operating revenues in the second quarter of 2024 totaled
$43.3 million, compared to
$56.4 million in the second quarter
of 2023 and $46.6 million in the
first quarter of 2024. Revenue per day in the second quarter
of 2024 was $28,899, compared to
$34,467 in the second quarter of 2023
and $30,313 in the first quarter of
2024. Sequential decreases in revenue per day were primarily
due to lower dayrates on contractual renewals. Looking
forward, the Company expects revenue per day during the third
quarter of 2024 to decline approximately 2% compared to second
quarter 2024 revenue per day levels.
Operating costs in the second quarter of 2024 totaled
$31.5 million, compared to
$33.8 million in the second quarter
of 2023 and $30.8 million in the
first quarter of 2024. Operating costs during the second
quarter included approximately $0.3
million associated with the closure of the Company's
Houston rig yard, which the
Company plans to exit during the fourth quarter of 2024. The
Company expects to incur approximately $1.0
million during the third quarter of 2024 relating to this
location and its full closure. Fully burdened operating
costs, which exclude costs associated with the Company's
Houston rig yard, were
$19,224 per day in the second quarter
of 2024, compared to $19,005 in the
second quarter of 2023 and $18,484 in
the first quarter of 2024. Sequential increases in cost per
day were primarily driven by fewer operating days absorbing fixed
costs during the quarter as well as elevated rig churn.
Fully burdened rig operating margins in the second quarter of
2024 were $9,675 per day, compared to
$15,462 per day in the second quarter
of 2023 and $11,829 per day in the
first quarter of 2024. Sequential declines in rig operating
margins were driven by lower dayrates on contractual renewals as
well as slightly higher operating costs per day during the second
quarter of 2024. Looking forward, the Company currently
expects per day operating margins in the third quarter of 2024 to
fall approximately 1% sequentially driven primarily by lower
average dayrates as rigs recontract in the current market
environment.
Selling, general and administrative expenses in the second
quarter of 2024 were $3.7 million
(including $0.4 million of non-cash
compensation), compared to $5.2
million (including $1.3
million of non-cash compensation) in the second quarter of
2023 and $4.3 million (including
$0.3 million of non-cash
compensation) in the first quarter of 2024. Included in selling,
general and administrative costs were approximately $0.6 million of costs relating to special
committee activities directed toward evaluating strategic
alternatives, including refinancing of the Company's outstanding
Convertible Notes. Overall sequential decreases in cash
selling, general and administrative expenses primarily related to
reduced incentive compensation accruals partially offset by the
costs associated with the strategic alternatives review.
Sequential decreases in non-cash compensation expenses related to
variable accounting on stock-based compensation that is tied to
changes in the market price for the Company's common stock at
period end. Looking forward, the Company expects overall
selling, general and administrative costs during the third quarter
of 2024 to be relatively flat compared to second quarter 2024
levels.
During the second quarter of 2024, the Company recorded interest
expense of $10.2 million, including
$2.9 million relating to non-cash
amortization of Convertible Note debt discount and debt issuance
costs. The Company has excluded this non-cash amortization
when presenting adjusted net loss. During the first and
second quarters of 2024, the Company redeemed $3.5 million and $3.5
million, respectively, of Convertible Notes at par plus
accrued interest and paid in-kind $13.3
million of interest on the Convertible Notes during the
first quarter of 2024. As of June 30,
2024, accrued but unpaid interest on the Convertible Notes
was $7.0 million.
Drilling Operations Update
The Company currently expects to operate approximately 13.0 net
average rigs during the third quarter of 2024. The Company's
backlog of drilling contracts with original terms of six months or
longer is $48.9 million.
Approximately 57% of this backlog expires in 2024. This
backlog excludes rigs operating on short-term pad-to-pad drilling
contracts with original terms of less than six months.
Capital Expenditures and Liquidity Update
Cash outlays for capital expenditures in the second quarter of
2024, net of asset sales and recoveries, were $5.5 million, and include payments of
$3.9 million relating to prior period
deliveries. On June 30, 2024,
there was approximately $4.1 million
of accrued liabilities relating to capital expenditures for which
the Company expects to make payment during the third quarter of
2024.
On June 30, 2024, the Company
repurchased $3.5 million of
Convertible Notes at par, plus accrued interest, pursuant to the
required mandatory purchase offers under the indenture governing
the Convertible Notes. The Company is required to make
similar offers to repurchase $3.5
million of Convertible Notes on each of September 30, 2024, December 31, 2024, and March 31, 2025.
As of June 30, 2024, the Company
had cash on hand of $5.5 million and
a revolving line of credit with availability of $15.5 million. Net working capital as of
June 30, 2024 was $10.0 million, representing a $0.7 million increase compared to March 31, 2024. The Company's revolving
line of credit has a maturity date of September 30, 2025. Net working capital as
of June 30, 2024 excludes outstanding
borrowings under the revolving line of credit of $9.8 million, as well as future mandatory offer
obligations to purchase Convertible Notes that would be funded
through the revolving line of credit. Beginning September 30, 2024, until such time as the
Company refinances the revolving line of credit or extends its
maturity, outstanding borrowings under the revolving credit
facility and related mandatory offer obligations will be classified
as current liabilities and will thus reduce reported net working
capital. There can be no assurance that the Company will be
successful in refinancing the revolving line of credit or extending
its maturity date.
The Company reported adjusted net debt as of June 30, 2024 of $196.7
million. This represents an increase of approximately
$6.4 million, or 3%, compared to
adjusted net debt as of March 31,
2024. Looking forward, to maintain liquidity, the Company has
elected to pay in-kind interest on the Convertible Notes that will
be due and payable on September 30,
2024, and expects to elect to pay interest in-kind
thereafter through maturity of the Convertible Notes.
In February 2024, our Board of
Directors established a committee of independent directors to
evaluate strategic alternatives, including a refinancing and
recapitalization of our outstanding Convertible Notes, which mature
on March 18, 2026. There can be
no assurance that the Company will be successful in refinancing or
recapitalizing the Convertible Notes.
Conference Call
The Company will not host a quarterly earnings conference call
relating to its financial results for the three months ended
June 30, 2024, and does not intend to
host future earnings calls until such time as the strategic review
by the Board of Directors has completed its review of strategic
alternatives.
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, including the Company's Quarterly Reports
on Form 10-Q. These forward-looking statements are
based on and include the Company's 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)
|
|
CONSOLIDATED BALANCE
SHEETS
|
|
|
|
|
|
|
|
|
|
June 30, 2024
|
|
December 31, 2023
|
Assets
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
5,542
|
|
$
|
5,565
|
Accounts
receivable
|
|
|
30,454
|
|
|
31,695
|
Inventories
|
|
|
1,528
|
|
|
1,557
|
Prepaid expenses and
other current assets
|
|
|
2,369
|
|
|
4,759
|
Total current
assets
|
|
|
39,893
|
|
|
43,576
|
Property, plant and
equipment, net
|
|
|
332,778
|
|
|
348,193
|
Other long-term assets,
net
|
|
|
2,279
|
|
|
2,908
|
Total
assets
|
|
$
|
374,950
|
|
$
|
394,677
|
Liabilities and Stockholders'
Equity
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current portion of
long-term debt (1)
|
|
$
|
1,400
|
|
$
|
1,226
|
Accounts
payable
|
|
|
20,716
|
|
|
22,990
|
Accrued
liabilities
|
|
|
7,770
|
|
|
16,371
|
Total current
liabilities
|
|
|
29,886
|
|
|
40,587
|
Long-term debt, net
(2)
|
|
|
170,948
|
|
|
154,549
|
Deferred income taxes,
net
|
|
|
8,322
|
|
|
9,761
|
Other long-term
liabilities
|
|
|
8,131
|
|
|
8,201
|
Total
liabilities
|
|
|
217,287
|
|
|
213,098
|
Commitments and
contingencies
|
|
|
|
|
|
|
Stockholders'
equity
|
|
|
|
|
|
|
Common stock, $0.01 par
value, 250,000,000 shares authorized; 15,369,536 and 14,523,124
shares issued, respectively, and 15,213,277 and 14,425,864 shares
outstanding, respectively
|
|
|
152
|
|
|
144
|
Additional paid-in
capital
|
|
|
624,107
|
|
|
622,169
|
Accumulated
deficit
|
|
|
(462,497)
|
|
|
(436,794)
|
Treasury stock, at
cost, 156,259 shares and 97,260 shares, respectively
|
|
|
(4,099)
|
|
|
(3,940)
|
Total stockholders'
equity
|
|
|
157,663
|
|
|
181,579
|
Total liabilities and
stockholders' equity
|
|
$
|
374,950
|
|
$
|
394,677
|
__________________________
|
(1)
|
As of June 30, 2024 and
December 31, 2023, current portion of long-term debt includes $1.4
million and $1.2 million, respectively, of finance lease
obligations.
|
|
|
(2)
|
As of June 30, 2024 and
December 31, 2023, long-term debt includes $1.9 million and $1.7
million, respectively, of long-term finance lease
obligations.
|
INDEPENDENCE
CONTRACT DRILLING, INC.
Unaudited
(in thousands,
except per share data)
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
June 30,
|
|
March 31,
|
|
June 30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
43,327
|
|
$
|
56,356
|
|
$
|
46,636
|
|
$
|
89,963
|
|
$
|
120,112
|
Costs and
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
costs
|
|
|
31,535
|
|
|
33,827
|
|
|
30,816
|
|
|
62,351
|
|
|
71,287
|
Selling, general and
administrative
|
|
|
3,731
|
|
|
5,224
|
|
|
4,337
|
|
|
8,068
|
|
|
11,951
|
Depreciation and
amortization
|
|
|
12,571
|
|
|
11,405
|
|
|
11,826
|
|
|
24,397
|
|
|
22,259
|
Asset impairment,
net
|
|
|
4,299
|
|
|
—
|
|
|
—
|
|
|
4,299
|
|
|
—
|
(Gain) loss on
disposition of assets, net
|
|
|
(1,130)
|
|
|
2,007
|
|
|
(1,004)
|
|
|
(2,134)
|
|
|
1,993
|
Total costs and
expenses
|
|
|
51,006
|
|
|
52,463
|
|
|
45,975
|
|
|
96,981
|
|
|
107,490
|
Operating (loss)
income
|
|
|
(7,679)
|
|
|
3,893
|
|
|
661
|
|
|
(7,018)
|
|
|
12,622
|
Interest
expense
|
|
|
(10,245)
|
|
|
(8,251)
|
|
|
(9,878)
|
|
|
(20,123)
|
|
|
(16,970)
|
Loss before income
taxes
|
|
|
(17,924)
|
|
|
(4,358)
|
|
|
(9,217)
|
|
|
(27,141)
|
|
|
(4,348)
|
Income tax
benefit
|
|
|
(1,207)
|
|
|
(197)
|
|
|
(231)
|
|
|
(1,438)
|
|
|
(199)
|
Net loss
|
|
$
|
(16,717)
|
|
$
|
(4,161)
|
|
$
|
(8,986)
|
|
$
|
(25,703)
|
|
$
|
(4,149)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and
diluted
|
|
$
|
(1.15)
|
|
$
|
(0.30)
|
|
$
|
(0.62)
|
|
$
|
(1.77)
|
|
$
|
(0.30)
|
Weighted average number
of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and
diluted
|
|
|
14,521
|
|
|
14,050
|
|
|
14,504
|
|
|
14,512
|
|
|
13,951
|
INDEPENDENCE
CONTRACT DRILLING, INC.
Unaudited
(in
thousands)
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
|
2024
|
|
2023
|
Cash flows from operating
activities
|
|
|
|
|
|
|
Net loss
|
|
$
|
(25,703)
|
|
$
|
(4,149)
|
Adjustments to
reconcile net loss to net cash provided by operating
activities
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
24,397
|
|
|
22,259
|
Asset impairment,
net
|
|
|
4,299
|
|
|
—
|
Stock-based
compensation
|
|
|
627
|
|
|
2,852
|
(Gain) loss on
disposition of assets, net
|
|
|
(2,134)
|
|
|
1,993
|
Non-cash interest
expense
|
|
|
13,439
|
|
|
11,619
|
Amortization of
deferred financing costs
|
|
|
55
|
|
|
55
|
Amortization of
Convertible Notes debt discount and issuance costs
|
|
|
5,639
|
|
|
3,546
|
Deferred income
taxes
|
|
|
(1,438)
|
|
|
(371)
|
Changes in operating
assets and liabilities
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
1,241
|
|
|
5,265
|
Inventories
|
|
|
(81)
|
|
|
(208)
|
Prepaid expenses and
other assets
|
|
|
2,777
|
|
|
157
|
Accounts payable and
accrued liabilities
|
|
|
(5,657)
|
|
|
(7,964)
|
Net cash provided by
operating activities
|
|
|
17,461
|
|
|
35,054
|
Cash flows from investing
activities
|
|
|
|
|
|
|
Purchases of property,
plant and equipment
|
|
|
(17,311)
|
|
|
(31,164)
|
Proceeds from the sale
of assets
|
|
|
3,616
|
|
|
1,546
|
Net cash used in
investing activities
|
|
|
(13,695)
|
|
|
(29,618)
|
Cash flows from financing
activities
|
|
|
|
|
|
|
Payments to redeem
Convertible Notes
|
|
|
(7,000)
|
|
|
(5,000)
|
Borrowings under
Revolving ABL Credit Facility
|
|
|
31,541
|
|
|
17,249
|
Repayments under
Revolving ABL Credit Facility
|
|
|
(27,291)
|
|
|
(15,560)
|
Proceeds from issuance
of common stock through at-the-market facility, net of issuance
costs
|
|
|
—
|
|
|
(34)
|
Purchase of treasury
stock
|
|
|
(160)
|
|
|
—
|
Taxes paid for vesting
of RSUs
|
|
|
(12)
|
|
|
(389)
|
Payments for finance
lease obligations
|
|
|
(867)
|
|
|
(1,444)
|
Net cash used in
financing activities
|
|
|
(3,789)
|
|
|
(5,178)
|
Net (decrease)
increase in cash and cash equivalents
|
|
|
(23)
|
|
|
258
|
Cash and cash equivalents
|
|
|
|
|
|
|
Beginning of
period
|
|
|
5,565
|
|
|
5,326
|
End of
period
|
|
$
|
5,542
|
|
$
|
5,584
|
|
|
|
|
|
|
|
|
|
Six Months Ended
June 30,
|
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow
information
|
|
|
|
|
|
|
Cash paid during the
period for interest
|
|
$
|
946
|
|
$
|
1,138
|
Cash paid during the
period for taxes
|
|
$
|
235
|
|
$
|
639
|
Supplemental disclosure of non-cash investing and
financing activities
|
|
|
|
|
|
|
Change in property,
plant and equipment purchases in accounts payable
|
|
$
|
(3,939)
|
|
$
|
(11,092)
|
Additions to property,
plant and equipment through finance leases
|
|
$
|
1,513
|
|
$
|
1,359
|
Extinguishment of
finance lease obligations from sale of assets classified as finance
leases
|
|
$
|
(418)
|
|
$
|
(100)
|
The following table provides various financial and operational
data for the Company's operations for the three months ended
June 30, 2024 and 2023 and
March 31, 2024 and the six months
ended June 30, 2024 and 2023.
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 the Company's
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,
|
|
March 31,
|
|
June 30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of marketed rigs
end of period
|
|
|
26
|
|
|
|
26
|
|
|
|
26
|
|
|
|
26
|
|
|
|
26
|
|
Rig operating days
(1)
|
|
|
1,315
|
|
|
|
1,369
|
|
|
|
1,376
|
|
|
|
2,691
|
|
|
|
3,113
|
|
Average number of
operating rigs (2)
|
|
|
14.5
|
|
|
|
15.0
|
|
|
|
15.1
|
|
|
|
14.8
|
|
|
|
17.2
|
|
Rig utilization
(3)
|
|
|
56
|
%
|
|
|
58
|
%
|
|
|
58
|
%
|
|
|
57
|
%
|
|
|
66
|
%
|
Average revenue per
operating day (4)
|
|
$
|
28,899
|
|
|
$
|
34,467
|
|
|
$
|
30,313
|
|
|
$
|
29,622
|
|
|
$
|
34,693
|
|
Average cost per
operating day (5)
|
|
$
|
19,224
|
|
|
$
|
19,005
|
|
|
$
|
18,484
|
|
|
$
|
18,846
|
|
|
$
|
19,117
|
|
Average rig margin per
operating day
|
|
$
|
9,675
|
|
|
$
|
15,462
|
|
|
$
|
11,829
|
|
|
$
|
10,776
|
|
|
$
|
15,576
|
|
__________________________
|
(1)
|
Rig operating days
represent the number of days the Company's rigs are earning revenue
under a contract during the period, including days that standby
revenue is earned. During the three months ended
June 30, 2024 and 2023 and March 31, 2024,
there were 3.0, 97.9 and 14.0 operating days in which we earned
revenue on a standby basis, respectively. During the six
months ended June 30, 2024 and 2023, there were 17.0 and
112.5 operating days in which we earned revenue on a standby basis,
respectively. During the second quarter ended June 30, 2023,
the Company recognized $5.1 million of early termination
revenue.
|
|
|
(2)
|
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.
|
|
|
(3)
|
Rig utilization is
calculated as rig operating days divided by the total number of
days the Company's marketed drilling rigs are available during the
applicable period.
|
|
|
(4)
|
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 (i)
out-of-pocket costs paid by customers of $5.3 million, $4.0 million
and $4.9 million during the three months ended June 30, 2024 and
2023, and March 31, 2024, respectively and $10.2 million and $7.0
million during the six months ended June 30, 2024 and 2023,
respectively, and (ii) early termination revenues of $5.1 million
during the three months ended June 30, 2023 and $5.1 million during
the six months ended June 30, 2023.
|
|
|
(5)
|
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 paid by customers of $5.3 million, $4.0
million and $4.9 million during the three months ended
June 30, 2024 and 2023, and March 31, 2024,
respectively, and $10.2 and $7.0 million during the six months
ended June 30, 2024 and 2023, respectively; (ii) overhead
costs of $0.9 million, $0.9 million and $0.4 million during the
three months ended June 30, 2024 and 2023, and
March 31, 2024, respectively, and $1.3 and $1.4 million
during the six months ended June 30, 2024 and 2023,
respectively; (iii) rig decommissioning costs of zero, $2.8 million
and zero during the three months ended June 30, 2024 and 2023, and
March 31, 2024, respectively, and zero and $3.4 million during the
six months ended June 30, 2024 and 2023, respectively.
|
Non-GAAP Financial Measures
Adjusted net debt, adjusted net (loss) income, EBITDA and
adjusted EBITDA are supplemental non-GAAP financial measures that
are used by management and external users of the Company's
financial statements, such as industry analysts, investors, lenders
and rating agencies. In addition, adjusted EBITDA is
consistent with how EBITDA is calculated under the Company's credit
facility for purposes of determining the Company's compliance with
various financial covenants. The Company defines "adjusted
net debt" as long-term notes (excluding long-term capital leases)
plus accrued interest on its Convertible Notes less cash. The
Company defines "adjusted net (loss) income" as net (loss) income
before: asset impairment, net; gain or loss on disposition of
assets, net; amortization of debt discount; amortization of
issuance costs; gain or loss on extinguishment of debt; change in
fair value of embedded derivative liability, gain on extinguishment
of derivative and other adjustments. The Company defines
"EBITDA" as earnings (or loss) before interest, taxes, depreciation
and amortization, and asset impairment, net and the Company defines
"adjusted EBITDA" as EBITDA before stock-based compensation, gain
or loss on disposition of assets, gain or loss on extinguishment of
debt, gain on extinguishment of derivative and other non-recurring
items added back to, or subtracted from, net income for purposes of
calculating EBITDA under the Company's credit facilities.
Neither adjusted net (loss) income, EBITDA or adjusted EBITDA is a
measure of net (loss) income as determined by U.S. generally
accepted accounting principles ("GAAP").
Management believes adjusted net debt, adjusted net (loss)
income, EBITDA and adjusted EBITDA are useful because they allow
the Company's stockholders to more effectively evaluate the
Company's operating performance and compliance with various
financial covenants under the Company's credit facility and compare
the results of the Company's operations from period to period and
against the Company's peers without regard to the Company's
financing methods or capital structure or non-recurring, non-cash
transactions. The Company excludes the items listed above from net
income (loss) in calculating adjusted net (loss) income, EBITDA and
adjusted EBITDA because these amounts can vary substantially from
company to company within the Company's 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) income, 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 the Company's operating
performance or liquidity. Certain items excluded from adjusted net
(loss) income, 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. The Company's presentation of adjusted net debt,
adjusted net (loss) income, EBITDA and adjusted EBITDA should not
be construed as an inference that the Company's results will be
unaffected by unusual or non-recurring items. The Company's
computations of adjusted net debt, adjusted net (loss) income,
EBITDA and adjusted EBITDA may not be comparable to other similarly
titled measures of other companies.
Calculation of Adjusted Net Debt:
|
|
|
|
(in thousands)
|
|
June 30, 2024
|
Convertible
Notes
|
|
$
|
185,523
|
Revolving ABL Credit
Facility
|
|
|
9,750
|
Accrued interest on
Convertible Notes to be paid in-kind on September 30,
2024
|
|
|
6,952
|
Less: Cash
|
|
|
(5,542)
|
Adjusted net debt
|
|
$
|
196,683
|
Reconciliation of Adjusted Net Debt to Reported Long-Term
Debt:
|
|
|
|
(in thousands)
|
|
June 30, 2024
|
Adjusted net
debt
|
|
$
|
196,683
|
Add back:
|
|
|
|
Cash
|
|
|
5,542
|
Long-term portion of
finance lease obligations
|
|
|
1,855
|
Less:
|
|
|
|
Debt discount and
issuance costs, net of amortization
|
|
|
(26,180)
|
Issuance of additional
Convertible Notes for PIK interest due on September 30,
2024
|
|
|
(6,952)
|
Total reported long-term debt
|
|
$
|
170,948
|
Reconciliation of Net Loss to Adjusted Net Loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
June 30,
|
|
March 31,
|
|
June 30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2024
|
|
2023
|
|
|
Amount
|
|
Amount
|
|
Amount
|
|
Amount
|
|
Amount
|
(in thousands, except per share
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(16,717)
|
|
$
|
(4,161)
|
|
$
|
(8,986)
|
|
$
|
(25,703)
|
|
$
|
(4,149)
|
Add back:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment, net
(1)
|
|
|
4,299
|
|
|
—
|
|
|
—
|
|
|
4,299
|
|
|
—
|
(Gain) loss on
disposition of assets, net (2)
|
|
|
(1,130)
|
|
|
2,007
|
|
|
(1,004)
|
|
|
(2,134)
|
|
|
1,993
|
Amortization of debt
discount and issuance costs - Convertible Notes
|
|
|
2,919
|
|
|
1,168
|
|
|
2,720
|
|
|
5,639
|
|
|
3,546
|
Adjusted net (loss) income
|
|
$
|
(10,629)
|
|
$
|
(986)
|
|
$
|
(7,270)
|
|
$
|
(17,899)
|
|
$
|
1,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net (loss) income per share -
Basic
|
|
$
|
(0.73)
|
|
$
|
(0.07)
|
|
$
|
(0.50)
|
|
$
|
(1.23)
|
|
$
|
0.10
|
Adjusted net (loss) income per share -
Diluted
|
|
$
|
(0.73)
|
|
$
|
(0.07)
|
|
$
|
(0.50)
|
|
$
|
(1.23)
|
|
$
|
0.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
-
Basic
|
|
|
14,521
|
|
|
14,050
|
|
|
14,504
|
|
|
14,512
|
|
|
13,951
|
Weighted average number of common shares outstanding
-
Diluted
|
|
|
14,521
|
|
|
14,050
|
|
|
14,504
|
|
|
14,512
|
|
|
13,983
|
Reconciliation of Net Loss to EBITDA and Adjusted
EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
June 30,
|
|
March 31,
|
|
June 30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2024
|
|
2023
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(16,717)
|
|
$
|
(4,161)
|
|
$
|
(8,986)
|
|
$
|
(25,703)
|
|
$
|
(4,149)
|
Add back:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
benefit
|
|
|
(1,207)
|
|
|
(197)
|
|
|
(231)
|
|
|
(1,438)
|
|
|
(199)
|
Interest
expense
|
|
|
10,245
|
|
|
8,251
|
|
|
9,878
|
|
|
20,123
|
|
|
16,970
|
Depreciation and
amortization
|
|
|
12,571
|
|
|
11,405
|
|
|
11,826
|
|
|
24,397
|
|
|
22,259
|
Asset impairment, net
(1)
|
|
|
4,299
|
|
|
—
|
|
|
—
|
|
|
4,299
|
|
|
—
|
EBITDA
|
|
|
9,191
|
|
|
15,298
|
|
|
12,487
|
|
|
21,678
|
|
|
34,881
|
(Gain) loss on
disposition of assets, net (2)
|
|
|
(1,130)
|
|
|
2,007
|
|
|
(1,004)
|
|
|
(2,134)
|
|
|
1,993
|
Stock-based and
deferred compensation cost
|
|
|
411
|
|
|
1,346
|
|
|
293
|
|
|
704
|
|
|
3,184
|
Adjusted EBITDA
|
|
$
|
8,472
|
|
$
|
18,651
|
|
$
|
11,776
|
|
$
|
20,248
|
|
$
|
40,058
|
__________________________
|
(1)
|
During the second
quarter of 2024, we began the process of exiting our Houston rig
yard by the end of the fourth quarter of 2024. Due to storage
capacity restrictions in our remaining yard locations, we deemed
certain assets to be more cost-efficient to temporarily store
awaiting sale. As such, during the three and six months ended
June 30, 2024, we recorded asset impairment on certain drilling
equipment of $4.3 million based on expected fair market value less
costs to sell.
|
|
|
(2)
|
Gain or loss on
disposition of assets, net, represents recognition of the sale or
disposition of miscellaneous drilling equipment in each respective
period.
|
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.