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Nature of Operations and Recent Events
6 Months Ended
Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations and Recent Events
Nature of Operations and Recent Events
Except as expressly stated or the context otherwise requires, the terms "we," "us," "our," "ICD," and the "Company" refer to Independence Contract Drilling, Inc.
We provide land-based contract drilling services for oil and natural gas producers targeting unconventional resource plays in the United States. We construct, own and operate a rig fleet comprised entirely of custom designed ShaleDriller® rigs.
Our standardized rig fleet consists of 15 premium 200 Series ShaleDriller rigs, all of which are equipped with our integrated omni-directional walking system that is specifically designed to optimize pad drilling for our customers. Our 15th ShaleDriller rig was completed and commenced operations subsequent to the end of the second quarter of 2018. Every rig in our fleet is a 1500-hp, AC programmable rig designed to be fast-moving between drilling sites and is equipped with 7500 psi mud systems, top drives, automated tubular handling systems and blowout preventer handling systems. All of our rigs are equipped with bi-fuel capabilities that enable the rig to operate on either diesel or a natural gas-diesel blend.
Our first rig commenced drilling in May 2012. We currently focus our operations on unconventional resource plays located in geographic regions that we can efficiently support from our Houston, Texas facilities in order to maximize economies of scale. Currently, our rigs are operating in the Permian Basin and the Haynesville Shale, however, our rigs have previously operated in the Eagle Ford Shale and the Mid-Continent and Eaglebine regions as well.
Our business depends on the level of exploration and production activity by oil and natural gas companies operating in the United States, and in particular, the regions where we actively market our contract drilling services. The oil and natural gas exploration and production industry is a historically cyclical industry characterized by significant changes in the levels of exploration and development activities. Oil and natural gas prices and market expectations of potential changes in those prices significantly affect the levels of those activities. Worldwide political, regulatory, economic, and military events, as well as natural disasters have contributed to oil and natural gas price volatility historically, and are likely to continue to do so in the future. Any prolonged reduction in the overall level of exploration and development activities in the United States and the regions where we market our contract drilling services, whether resulting from changes in oil and natural gas prices or otherwise, could materially and adversely affect our business.    
Oil and Natural Gas Prices and Drilling Activity
Oil prices declined from a high of $107.95 per barrel in the second quarter of 2014, to a low of $26.19 per barrel in the first quarter of 2016 (West Texas Intermediate - Cushing, Oklahoma (“WTI”) spot price as reported by the United States Energy Information Administration (the “EIA”). Similarly, natural gas prices (as measured at Henry Hub) declined from an average of $4.37 per MMBtu in 2014 to $2.52 per MMBtu in 2016. Oil and natural gas prices have slowly recovered from the lows experienced in 2016, with WTI oil prices reaching a three-year high of $75.23 per barrel in the second quarter of 2018. Similarly, natural gas prices at Henry Hub have averaged $2.96 per MMBtu in 2018 as of July 16, 2018.
Demand for our ShaleDriller rigs has improved year over year as market conditions have improved from trough levels in 2016. At June 30, 2018, all 15 of our rigs were under contract and 14 rigs were operating. Our 15th ShaleDriller rig was completed and commenced operations subsequent to the end of the second quarter of 2018. In addition to improving utilization, contract tenors improved with customers signing term contracts of six to twelve months or longer, and at higher dayrates compared to trough levels, with the potential to move higher if market conditions continue to improve. However, if oil prices were to fall for any sustained period of time, market conditions and demand for our services could deteriorate.
Announcement of Merger
On July 19, 2018, we announced our entry into a definitive merger agreement pursuant to which we will acquire all of the outstanding equity interests in Sidewinder Drilling LLC. The merger will combine two highly complementary pad-optimal drilling fleets and operations focused in the Permian Basin, Haynesville region and other basins in Texas and its contiguous states.
Upon closing of the transaction, we will more than double the size of our pad-optimal rig fleet to 34 rigs following modest upgrades to five Sidewinder rigs. The transaction is subject to customary regulatory approvals, approval by our stockholders of the issuance of our common stock in the merger transaction and other customary closing conditions. The transaction is expected to close early in the fourth quarter of 2018.
Under the terms of the transaction, the Sidewinder unitholders will receive an aggregate of 36,752,657 shares of our common stock, representing approximately 49% of the total outstanding shares immediately following the closing of the transaction. At the closing, we will repay $58.5 million of Sidewinder first lien notes.
Contemporaneously with the signing of the merger agreement, we received binding commitments for a $130 million, secured, 5-year-non-amortizing term loan and a $40 million revolving credit facility, both to be entered into at the closing of the transaction. Proceeds from the term loan will be used to refinance both our existing debt and the Sidewinder debt assumed in the transaction.
The combined company’s board of directors will consist of four of our existing board members, including our Chairman of the Board, Thomas R. Bates, as well as two members appointed by the controlling owners of Sidewinder. The combined company’s management team will be led by Anthony Gallegos, Sidewinder’s current President & Chief Executive Officer, who also will serve as a director of the combined company, and Philip Choyce, our current Executive Vice President & Chief Financial Officer.
The merger has been unanimously approved by the boards of directors of both companies and has received the requisite approval of the unitholders of Sidewinder. Completion of the merger is subject to customary closing conditions, including approval by our stockholders of the issuance of the shares in connection with the merger and approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Change in Plan of Sale of Assets
During the second quarter of 2017, our management committed to a plan to sell our corporate headquarters and rig assembly yard complex located at 11601 North Galayda Street, Houston, Texas (the "Galayda Facility"). As a result, we reclassified an aggregate $4.0 million of land, buildings and equipment from property, plant and equipment to assets held for sale on our balance sheet and recognized a $0.5 million asset impairment charge representing the difference between the carrying value and the fair value, less the costs to sell the related property.  In the third quarter of 2017, we recorded an additional impairment on this group of assets totaling $0.6 million, as a result of water-related damage sustained during the heavy rainfall that occurred during Hurricane Harvey in August 2017.
During the first quarter of 2018, management changed its plan to sell all of the Galayda Facility assets and decided to improve and utilize a portion of the land and buildings on the property. Based on this decision, which was previously considered unlikely, certain land and buildings at the Galayda Facility were reclassified to assets held and used as of March 31, 2018. Accordingly, we reduced assets held for sale by $2.7 million and increased property, plant and equipment by $2.9 million on our March 31, 2018 balance sheet and recognized a recovery of asset impairment expense of approximately $208 thousand in our statement of operations for the three months ended March 31, 2018. Additionally, our December 31, 2017 balance sheet was adjusted to reflect a reduction in assets held for sale of $2.7 million and an increase in property, plant and equipment of $2.7 million.
In conjunction with the decision to hold and use a portion of the Galayda Facility in the first quarter of 2018, management concluded that four dilapidated buildings on the property would likely be torn down. As such, we impaired the carrying value of these buildings to zero, reducing property, plant and equipment $173 thousand and recognizing asset impairment expense of $173 thousand.