EX-99.1 3 icd-20240227xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

Independence Contract Drilling, Inc. Reports Financial Results for the

Fourth Quarter and Year Ended December 31, 2023

HOUSTON, TEXAS, February 28, 2024 / PRNewswire/ – Independence Contract Drilling, Inc. (the “Company” or “ICD”) (NYSE: ICD) today reported financial results for the three and twelve months ended December 31, 2023.

Fourth quarter 2023 Highlights

·

Net loss of $26.0 million, or $1.84 per share

·

Adjusted net loss, as defined below, of $8.6 million, or $0.61 per share

·

Adjusted EBITDA, as defined below, of $9.9 million, including $2.1 million of costs associated with rig reactivations and transitions

·

Adjusted net debt, as defined below, of $179.1 million

·

14.9 average rigs working during the quarter

·

Fully burdened margin per day of $12,313

In the fourth quarter of 2023, the Company reported revenues of $45.8 million, net loss of $26.0 million, or $1.84 per share, adjusted net loss (defined below) of $8.6 million, or $0.61 per share, and adjusted EBITDA (defined below) of $9.9 million. These results compare to revenues of $60.3 million, net income of $3.5 million, or $0.20 per diluted share, adjusted net loss of $0.1 million, or $0.01 per share, and adjusted EBITDA of $18.5 million in the fourth quarter of 2022, and revenues of $44.2 million, net loss of $7.6 million, or $0.54 per share, adjusted net loss of $5.2 million, or $0.37 per share, and adjusted EBITDA of $12.9 million in the third quarter of 2023.

For the year ended December 31, 2023, the Company reported revenues of $210.1 million, a net loss of $37.7 million, or $2.69 per share, an adjusted net loss of $12.5 million, or $0.89 per share, and adjusted EBITDA of $62.8 million. This compares to revenues of $186.7 million, a net loss of $65.3 million, or $5.01 per share, an adjusted net loss of $25.7 million, or $1.98 per share, and adjusted EBITDA of $43.8 million for the year ended December 31, 2022.

Chief Executive Officer Anthony Gallegos commented, “In spite of the market headwinds in 2023 associated with a declining overall rig count in our target markets, fiscal 2023 represented a period of significant accomplishments for ICD. In the Permian basin, while the overall rig count in this basin declined 15% in 2023, ICD grew its Permian rig count by more than 40% as we successfully transitioned a substantial portion of our Haynesville rigs into this market during the year. Our backlog of term contracts also increased at year end as we recently signed several attractive contracts with Permian operators, including two multi-year contracts.

During fiscal 2023, we also accelerated our 200-to-300 Series conversion program, delivering four conversions during the year and completing a fifth in January of 2024. Today, we only have one operating 200 Series rig that has not yet been converted, and we have budgeted for that conversion to occur later in 2024 depending upon customer requirements. On the technology side, as we exited 2023, over half of our operating rigs were earning revenue from some sort of technology bundle, and based upon customer demand, we expect this percentage to increase during 2024.

Looking forward into 2024, we expect to see more opportunities for ICD to drive incremental demand for our drilling rigs, even in an overall flat rig count in our target markets. Near term rig reactivations will likely be limited to rig replacement opportunities in the Permian basin, but we will also continue to evaluate opportunities in adjacent markets. With the expectations for a flatter near-term environment, we have compressed our 2024 capital expenditure budget, net of disposals, to $18.2 million, and our cash SG&A budget to $15.3 million. Strategically, although our Convertible Notes do not mature until March 2026, the refinancing window for these Convertible Notes will open later this year, and we want to

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be proactive in starting the process to begin reviewing potential refinancing and other strategic opportunities. Thus, our Board has appointed a special committee of independent directors to begin this review and evaluation process.”

Quarterly Operational Results

In the fourth quarter of 2023, operating days increased sequentially by 11% compared to the third quarter of 2023. The Company’s marketed fleet operated at 57% utilization and recorded 1,370 revenue days, compared to 1,704 revenue days in the fourth quarter of 2022, and 1,229 revenue days in the third quarter of 2023. During the third quarter of 2023, the Company also recognized early termination revenue of approximately $0.7 million. There was no early termination revenue recognized during the fourth quarter of 2023 or the fourth quarter of 2022.

Operating revenues in the fourth quarter of 2023 totaled $45.8 million, compared to $60.3 million in the fourth quarter of 2022 and $44.2 million in the third quarter of 2023. Revenue per day in the fourth quarter of 2023 was $31,508, compared to $32,778 in the fourth quarter of 2022 and $32,925 in the third quarter of 2023. Sequential decreases in revenue per day were primarily due to expiration and repricing of higher dayrate term contracts originally entered into during fiscal 2022. Revenue per day statistics exclude early termination revenue recognized during the quarter.

Operating costs in the fourth quarter of 2023 totaled $31.5 million, compared to $36.0 million in the fourth quarter of 2022 and $27.5 million in the third quarter of 2023. Fully burdened operating costs were $19,195 per day in the fourth quarter of 2023, compared to $18,261 in the fourth quarter of 2022 and $18,920 in the third quarter of 2023. Reported cost per day excludes reactivation costs of $2.1 million in the fourth quarter of 2023 and Haynesville-to-Permian rig transition costs of approximately $0.8 million in the third quarter of 2023. There were no reactivation costs or rig transition costs in the fourth quarter of 2022.

Fully burdened rig operating margins in the fourth quarter of 2023 were $12,313 per day, compared to $14,517 per day in the fourth quarter of 2022 and $14,005 per day in the third quarter of 2023. The Company currently expects per day operating margins in the first quarter of 2024 to fall approximately 12% to 14% sequentially driven primarily by lower average dayrates as rigs recontract in the current market environment.

Selling, general and administrative expenses in the fourth quarter of 2023 were $5.7 million (including $1.2 million of non-cash compensation), compared to $7.7 million (including $1.9 million of non-cash compensation) in the fourth quarter of 2022 and $6.9 million (including $2.0 million of non-cash compensation) in the third quarter of 2023. Cash selling, general and administrative expenses decreased sequentially due to a $1.1 million charge in the third quarter of 2023 associated with modification and extension of an existing drilling contract with a customer, which has been excluded in the Company’s calculation of adjusted net loss per share and adjusted EBITDA.

During the fourth quarter of 2023, the Company recorded interest expense of $9.8 million, including $2.6 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 fourth quarter of 2023, the Company redeemed $5.0 million of Convertible Notes at par plus accrued interest.

During the fourth quarter of 2023, the Company reviewed its idle equipment and recorded an impairment charge of $14.7 million associated with equipment and capital spares that it determined would no longer be utilized by the Company’s marketed fleet of 26 rigs.

Drilling Operations Update

The Company currently expects to operate approximately 15 net average rigs during the first quarter of 2024, with several rigs transitioning between customers during the quarter. The Company’s backlog of drilling contracts with original terms of six months or longer is $82.9 million. Approximately 75% 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.

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Capital Expenditures and Liquidity Update

Cash outlays for capital expenditures in the fourth quarter of 2023, net of asset sales and recoveries, were $2.7 million. The Company’s capital expenditure budget for 2024, net of disposals, is approximately $18.2 million.

As of December 31, 2023, the Company had cash on hand of $5.6 million and a revolving line of credit with availability of $20.6 million, and net working capital of $3.0 million. The Company reported adjusted net debt as of December 31, 2023 of $179.1 million, consisting of the full amount of the outstanding Convertible Notes and outstanding borrowings under the Company’s revolving line of credit.

The refinancing window under the Indenture governing the Company’s PIK Toggle Convertible Notes due 2026 opens September 18, 2024. In this regard, ICD’s Board of Directors has decided to initiate a formal review process to begin evaluating alternatives with respect to refinancing these Convertible Notes and any other strategic opportunities that present themselves in connection with this evaluation and has formed a committee of independent directors for that purpose. There can be no assurance that this process will result in the Company pursuing any particular transaction or strategic outcome.

Conference Call Details

A conference call for investors will be held today, February 28, 2024, at 11:00 a.m. Central Time (12:00 p.m. Eastern Time) to discuss the Company’s fourth quarter and year end 2023 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 4798268. The replay will be available until February 28, 2024.

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 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.

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INDEPENDENCE CONTRACT DRILLING, INC.

Unaudited

(in thousands, except par value and share data)

CONSOLIDATED BALANCE SHEETS

    

December 31, 2023

    

December 31, 2022

Assets

 

  

 

  

Cash and cash equivalents

$

5,565

$

5,326

Accounts receivable

 

31,695

 

39,775

Inventories

 

1,557

 

1,508

Assets held for sale

 

 

325

Prepaid expenses and other current assets

 

4,759

 

4,736

Total current assets

 

43,576

 

51,670

Property, plant and equipment, net

 

348,193

 

376,084

Other long-term assets, net

 

2,908

 

1,960

Total assets

$

394,677

$

429,714

Liabilities and Stockholders’ Equity

 

  

 

  

Liabilities

 

  

 

  

Current portion of long-term debt (1)

$

1,226

$

2,485

Accounts payable

 

22,990

 

31,946

Accrued liabilities

 

16,371

 

17,608

Total current liabilities

 

40,587

 

52,039

Long-term debt, net (2)

 

154,549

 

143,223

Deferred income taxes, net

 

9,761

 

12,266

Other long-term liabilities

 

8,201

 

7,474

Total liabilities

 

213,098

 

215,002

Commitments and contingencies

Stockholders’ equity

 

  

 

  

Common stock, $0.01 par value, 250,000,000 shares authorized; 14,523,124 and 13,698,851 shares issued, respectively, and 14,425,864 and 13,613,759 shares outstanding, respectively

 

144

 

136

Additional paid-in capital

 

622,169

 

617,606

Accumulated deficit

 

(436,794)

 

(399,097)

Treasury stock, at cost, 97,260 shares and 85,092 shares, respectively

 

(3,940)

 

(3,933)

Total stockholders’ equity

 

181,579

 

214,712

Total liabilities and stockholders’ equity

$

394,677

$

429,714


(1)As of December 31, 2023 and December 31, 2022, current portion of long-term debt includes $1.2 million and $2.5 million, respectively, of finance lease obligations.

(2)As of December 31, 2023 and December 31, 2022, long-term debt includes $1.7 million and $1.6 million, respectively, of long-term finance lease obligations.

4


INDEPENDENCE CONTRACT DRILLING, INC.

Unaudited

(in thousands, except per share data)

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Year Ended

 

December 31, 

 

September 30, 

December 31, 

    

2023

    

2022

    

2023

    

2023

    

2022

Revenues

$

45,830

$

60,259

$

44,164

$

210,106

$

186,710

Costs and expenses

 

  

 

  

 

  

 

  

 

  

Operating costs

 

31,472

 

35,950

 

27,494

 

130,253

 

123,399

Selling, general and administrative

 

5,683

 

7,714

 

6,865

 

24,499

 

24,809

Depreciation and amortization

 

11,055

 

10,724

 

10,229

 

43,543

 

40,443

Asset impairment, net

 

14,655

 

350

 

250

 

14,905

 

350

(Gain) loss on disposition of assets, net

 

(501)

 

469

 

(1,454)

 

38

 

(196)

Other expense

585

585

Total costs and expenses

 

62,949

 

55,207

 

43,384

 

213,823

 

188,805

Operating (loss) income

 

(17,119)

 

5,052

 

780

 

(3,717)

 

(2,095)

Interest expense

 

(9,763)

 

(8,570)

 

(9,222)

 

(35,955)

 

(29,575)

Loss on extinguishment of debt

 

(46,347)

Change in fair value of embedded derivative liability

(4,265)

Realized gain on extinguishment of derivative

10,765

Loss before income taxes

 

(26,882)

 

(3,518)

 

(8,442)

 

(39,672)

 

(71,517)

Income tax benefit

 

(932)

 

(6,979)

 

(844)

 

(1,975)

 

(6,196)

Net (loss) income

$

(25,950)

$

3,461

$

(7,598)

$

(37,697)

$

(65,321)

(Loss) income per share:

 

  

 

  

 

  

 

  

 

  

Basic

$

(1.84)

$

0.25

$

(0.54)

$

(2.69)

$

(5.01)

Diluted

$

(1.84)

$

0.20

$

(0.54)

$

(2.69)

$

(5.01)

Weighted average number of common shares outstanding:

 

  

 

  

 

  

 

  

 

  

Basic

14,072

13,617

14,071

14,012

13,026

Diluted

 

14,072

 

51,880

 

14,071

 

14,012

 

13,026

5


INDEPENDENCE CONTRACT DRILLING, INC.

Unaudited

(in thousands)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31, 

    

2023

    

2022

Cash flows from operating activities

 

  

 

  

Net loss

$

(37,697)

$

(65,321)

Adjustments to reconcile net loss to net cash provided by operating activities

 

  

 

  

Depreciation and amortization

 

43,543

 

40,443

Asset impairment, net

 

14,905

 

350

Stock-based compensation

 

5,671

 

4,644

Loss (gain) on disposition of assets, net

 

38

 

(196)

Non-cash interest expense

25,029

15,859

Non-cash loss on extinguishment of debt

46,347

Amortization of deferred financing costs

 

111

 

346

Amortization of Convertible Notes debt discount and issuance costs

8,534

6,714

Change in fair value of embedded derivative liability

4,265

Gain on extinguishment of derivative

(10,765)

Deferred income taxes

 

(2,505)

 

(6,771)

Non-cash cost to obtain revenue contract

585

Credit loss expense

 

1,177

 

256

Changes in operating assets and liabilities

 

  

 

  

Accounts receivable

 

6,318

 

(17,820)

Inventories

 

(249)

 

(365)

Prepaid expenses and other assets

 

(1,380)

 

266

Accounts payable and accrued liabilities

 

(3,058)

 

10,325

Net cash provided by operating activities

 

61,022

 

28,577

Cash flows from investing activities

 

  

 

  

Purchases of property, plant and equipment

 

(40,655)

 

(43,047)

Proceeds from the sale of assets

 

4,438

 

4,552

Proceeds from insurance claims

191

Net cash used in investing activities

 

(36,217)

 

(38,304)

Cash flows from financing activities

 

  

 

  

Proceeds from issuance of Convertible Notes

157,500

Payments to redeem Convertible Notes

(15,000)

Repayments under Term Loan Facility

(139,076)

Borrowings under Revolving ABL Credit Facility

34,672

5,589

Repayments under Revolving ABL Credit Facility

 

(40,983)

 

(78)

Payment of merger consideration

 

(2,902)

Proceeds from issuance of common stock through at-the-market facility, net of issuance costs

 

 

3,038

Purchase of treasury stock

 

(7)

 

(10)

Taxes paid for vesting of RSUs

 

(668)

 

(10)

Convertible Notes issuance costs

(6,986)

Financing costs paid under Revolving ABL Credit Facility

(341)

Payments for finance lease obligations

 

(2,580)

 

(5,811)

Net cash (used in) provided by financing activities

 

(24,566)

 

10,913

Net increase in cash and cash equivalents

 

239

 

1,186

Cash and cash equivalents

 

  

 

  

Beginning of year

 

5,326

 

4,140

End of year

$

5,565

$

5,326

6


Year Ended December 31, 

    

2023

    

2022

Supplemental disclosure of cash flow information

 

  

 

  

Cash paid during the period for interest

$

2,358

$

5,084

Cash paid during the period for taxes

$

804

$

Supplemental disclosure of non-cash investing and financing activities

 

  

 

  

Change in property, plant and equipment purchases in accounts payable

$

(8,093)

$

11,686

Additions to property, plant and equipment through finance leases

$

2,161

$

4,440

Extinguishment of finance lease obligations from sale of assets classified as finance leases

$

(513)

$

(281)

Transfer of assets from held and used to held for sale

$

$

(325)

Initial embedded derivative liability upon issuance of Convertible Notes

$

$

75,733

Extinguishment of embedded derivative liability

$

$

(69,232)

Shares issued for structuring fee

$

$

9,163

The following table provides various financial and operational data for the Company’s operations for the three months ended December 31, 2023 and 2022 and September 30, 2023 and the year ended December 31, 2023 and 2022. 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

Year Ended

 

December 31, 

September 30, 

December 31, 

    

2023

 

2022

 

2023

2023

 

2022

Number of marketed rigs end of period

 

26

 

26

 

26

26

 

26

 

Rig operating days (1)

 

1,370

 

1,704

 

1,229

5,711

 

6,308

 

Average number of operating rigs (2)

 

14.9

 

18.5

 

13.4

15.7

 

17.3

 

Rig utilization (3)

 

57

%

71

%

51

%

60

%

70

%

Average revenue per operating day (4)

$

31,508

$

32,778

$

32,925

$

33,548

$

27,258

Average cost per operating day (5)

$

19,195

$

18,261

$

18,920

$

19,093

$

16,940

Average rig margin per operating day

$

12,313

$

14,517

$

14,005

$

14,455

$

10,318


(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. Rig operating days exclude rigs earning revenue on an early termination basis. During the three months ended December 31, 2023 and 2022 and September 30, 2023, there were 21.3, 3.1 and 92.3 operating days in which we earned revenue on a standby basis, respectively. During the year ended December 31, 2023 and 2022, there were 226.1 and 30.8 operating days in which we earned revenue on a standby basis, respectively. During the three and twelve months ended December 31, 2023, the Company recognized $5.9 million of early termination revenue. There was no early termination revenue recognized during the twelve months ended December 31, 2022.

(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.

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(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 $2.7 million, $4.4 million and $3.0 million during the three months ended December 31, 2023 and 2022, and September 30, 2023, respectively and $12.6 million and $14.8 million during the year ended December 31, 2023 and 2022, respectively and (ii) early termination revenues of zero, zero and $0.7 million three months ended December 31, 2023 and 2022, and September 30, 2023, respectively, and $5.9 million and zero during the year ended December 31, 2023 and 2022, respectively.

(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 $2.7 million, $4.4 million and $3.0 million during the three months ended December 31, 2023 and 2022, and September 30, 2023, respectively, and $12.6 million and $14.8 million during the year ended December 31, 2023 and 2022; (ii) overhead costs of $0.5 million, $0.4 million and $0.4 million during the three months ended December 31, 2023 and 2022, and September 30, 2023, respectively, and $2.2 million and $1.8 million during the year ended December 31, 2023 and 2022; (iii) reactivation costs of $2.1 million, zero and zero during the three months ended December 31, 2023 and 2022, and September 30, 2023, respectively, and $2.1 million and zero during the year ended December 31, 2023 and 2022; and (iv) rig decommissioning and transition costs between basins of zero, zero and $0.8 million during the three months ended December 31, 2023 and 2022 and September 30, 2023, respectively, and $4.3 million and zero during the year ended December 31, 2023 and 2022, 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) 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.

8


Calculation of Adjusted Net Debt:

(in thousands)

    

December 31, 2023

Convertible Notes

 

$

179,209

Revolving ABL Credit Facility

5,500

Less: Cash

(5,565)

Adjusted net debt

$

179,144

Reconciliation of Adjusted Net Debt to Reported Long-Term Debt:

(in thousands)

    

December 31, 2023

Adjusted net debt

 

$

179,144

Add back:

Cash

 

5,565

Long-term portion of finance lease obligations

1,659

Less:

Debt discount and issuance costs, net of amortization

(31,819)

Total reported long-term debt

$

154,549

Reconciliation of Net (Loss) Income to Adjusted Net Loss:

(Unaudited)

   

(Unaudited)

Three Months Ended

Year Ended

December 31, 

 

September 30, 

December 31, 

2023

 

2022

 

2023

2023

 

2022

   

Amount

    

Amount

    

Amount

Amount

    

Amount

(in thousands, except per share data)

Net (loss) income

$

(25,950)

$

3,461

$

(7,598)

$

(37,697)

$

(65,321)

Add back:

 

  

 

  

 

  

 

  

 

  

Asset impairment, net (1)

 

14,655

 

350

 

250

 

14,905

 

350

(Gain) loss on disposition of assets, net (2)

 

(501)

 

469

 

(1,454)

 

38

 

(196)

Amortization of debt discount and issuance costs - Convertible Notes

2,567

2,406

2,420

8,534

6,347

Loss on extinguishment of debt (3)

46,347

Change in fair value of embedded derivative liability (4)

4,265

Gain on extinguishment of derivative (5)

(10,765)

Charge related to contract modification (6)

585

1,147

1,732

Non-cash income tax benefit related to deductibility of Convertible Note interest (7)

(6,773)

(6,773)

Adjusted net loss

$

(8,644)

$

(87)

$

(5,235)

$

(12,488)

$

(25,746)

Adjusted net loss per share

$

(0.61)

$

(0.01)

$

(0.37)

$

(0.89)

$

(1.98)

9


Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA:

(Unaudited)

(Unaudited)

Three Months Ended

  

Year Ended

December 31, 

 

September 30, 

  

December 31, 

   

2023

    

2022

    

2023

2023

    

2022

(in thousands)

 

  

 

  

 

  

  

 

  

Net (loss) income

$

(25,950)

$

3,461

$

(7,598)

$

(37,697)

$

(65,321)

Add back:

 

  

 

  

 

  

 

  

 

  

Income tax benefit

 

(932)

 

(6,979)

 

(844)

 

(1,975)

 

(6,196)

Interest expense

 

9,763

 

8,570

 

9,222

 

35,955

 

29,575

Depreciation and amortization

 

11,055

 

10,724

 

10,229

 

43,543

 

40,443

Asset impairment, net (1)

 

14,655

 

350

 

250

 

14,905

 

350

EBITDA

 

8,592

 

16,126

 

11,259

 

54,731

 

(1,149)

(Gain) loss on disposition of assets, net (2)

 

(501)

 

469

 

(1,454)

 

38

 

(196)

Stock-based and deferred compensation cost

 

1,201

 

1,890

 

1,953

 

6,338

 

5,251

Loss on extinguishment of debt (3)

46,347

Change in fair value of embedded derivative liability (4)

4,265

Gain on extinguishment of derivative (5)

(10,765)

Charge related to contract modification (6)

585

1,147

1,732

Adjusted EBITDA

$

9,877

$

18,485

$

12,905

$

62,839

$

43,753


(1)During the three months ended December 31, 2023, we recorded an asset impairment charge of $14.7 million relating to idle equipment and capital spares. During the three months ended September 30, 2023, we impaired a damaged piece of drilling equipment for $0.3 million, net of insurance recoveries. During the three months ended December 31, 2022, we impaired $0.4 million of drilling equipment that was designated held for sale.

(2)Gain or loss on disposition of assets, net, represents recognition of the sale or disposition of miscellaneous drilling equipment in each respective period.

(3)Loss on extinguishment of debt in the twelve months ended December 31, 2022 related to unamortized debt issuance costs on our prior term loan facility, non-cash structuring fees settled in shares to the affiliates of our prior term loan facility and the fair value of the embedded derivatives attributable to the affiliates of our prior term loan facility in the first quarter of 2022.

(4)Represents the change in fair value of embedded derivative liability between March 18, 2022 and June 8, 2022. The embedded derivative liability was extinguished on June 8, 2022.

(5)Represents the gain on extinguishment of the PIK interest rate feature of the derivative liability.

(6)Represents a contract modification and extension with a customer.

(7)During the fourth quarter of 2022, the Company recorded non-cash income tax benefit related to the determination of deductibility of the Convertible Note interest.

INVESTOR CONTACTS:

Independence Contract Drilling, Inc.

E-mail inquiries to: Investor.relations@icdrilling.com

Phone inquiries: (281) 598-1211

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