Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 10, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | NCS Multistage Holdings, Inc. | |
Entity Central Index Key | 1,692,427 | |
Trading Symbol | ncsm | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 43,911,636 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 20,222 | $ 18,275 |
Accounts receivable - trade, net | 55,174 | 32,116 |
Inventories | 35,529 | 17,017 |
Prepaid expenses and other current assets | 1,358 | 2,445 |
Other current receivables | 2,621 | 3,053 |
Deferred income taxes, net | 2,116 | |
Total current assets | 114,904 | 75,022 |
Noncurrent assets | ||
Property and equipment, net | 23,906 | 9,759 |
Goodwill | 185,339 | 122,077 |
Identifiable intangibles, net | 142,966 | 118,697 |
Deposits and other assets | 1,682 | 1,272 |
Total noncurrent assets | 353,893 | 251,805 |
Total assets | 468,797 | 326,827 |
Current liabilities | ||
Accounts payable—trade | 10,485 | 10,258 |
Accrued expenses | 7,374 | 3,290 |
Income taxes payable | 11,656 | |
Other current liabilities | 1,960 | 3,223 |
Current maturities of long-term debt | 3,204 | 772 |
Total current liabilities | 34,679 | 17,543 |
Noncurrent liabilities | ||
Long-term debt, less current maturities | 21,051 | 88,394 |
Other long-term liabilities | 10,226 | 717 |
Deferred income taxes, net | 30,436 | 42,695 |
Total noncurrent liabilities | 61,713 | 131,806 |
Total liabilities | 96,392 | 149,349 |
Commitments and contingencies (Note 8) | ||
Stockholders' Equity | ||
Preferred stock, $0.01 par value, 1 share authorized, issued, and outstanding at September 30, 2017 and December 31, 2016, respectively. | ||
Common stock, $0.01 par value, 225,000,000 shares authorized, 43,929,984 shares issued and 43,911,636 shares outstanding at September 30, 2017 and 54,000,000 shares authorized, 34,024,326 shares issued and 34,005,978 shares outstanding at December 31, 2016 | 439 | 340 |
Additional paid-in capital | 397,199 | 237,566 |
Accumulated other comprehensive loss | (64,918) | (82,015) |
Retained earnings | 27,207 | 21,762 |
Treasury stock, at cost; 18,348 shares at September 30, 2017 and at December 31, 2016 | (175) | (175) |
Total stockholders’ equity | 359,752 | 177,478 |
Non-controlling interest | 12,653 | |
Total equity | 372,405 | 177,478 |
Total liabilities and stockholders' equity | $ 468,797 | $ 326,827 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1 | 1 |
Preferred stock, shares issued (in shares) | 1 | 1 |
Preferred stock, shares outstanding (in shares) | 1 | 1 |
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 225,000,000 | 54,000,000 |
Common stock, shares issued (in shares) | 43,929,984 | 34,024,326 |
Common stock, shares outstanding (in shares) | 43,911,636 | 34,005,978 |
Treasury stock, shares (in shares) | 18,348 | 18,348 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Product sales | $ 39,391 | $ 21,346 | $ 114,362 | $ 47,305 |
Services | 16,566 | 7,304 | 37,088 | 15,733 |
Total revenues | 55,957 | 28,650 | 151,450 | 63,038 |
Cost of sales | ||||
Cost of product sales, exclusive of depreciation and amortization expense shown below | 19,326 | 11,013 | 59,774 | 25,498 |
Cost of services, exclusive of depreciation and amortization expense shown below | 6,632 | 3,700 | 14,423 | 8,399 |
Total cost of sales, exclusive of depreciation and amortization expense shown below | 25,958 | 14,713 | 74,197 | 33,897 |
Selling, general and administrative expenses | 17,637 | 8,491 | 46,572 | 25,363 |
Depreciation | 812 | 433 | 2,054 | 1,335 |
Amortization | 6,486 | 6,030 | 18,481 | 17,893 |
Change in fair value of contingent consideration | (182) | 585 | ||
Income (loss) from operations | 5,246 | (1,017) | 9,561 | (15,450) |
Other income (expense) | ||||
Interest expense, net | (235) | (1,682) | (3,751) | (4,739) |
Other income (expense), net | 94 | (18) | 1,132 | (29) |
Foreign currency exchange (loss) gain | (787) | 1,615 | 224 | (4,714) |
Total other expense | (928) | (85) | (2,395) | (9,482) |
Income (loss) before income tax | 4,318 | (1,102) | 7,166 | (24,932) |
Income tax expense (benefit) | 777 | (822) | 2,022 | (7,935) |
Net income (loss) | 3,541 | (280) | 5,144 | (16,997) |
Net income (loss) attributable to non-controlling interest | 155 | (301) | ||
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ 3,386 | $ (280) | $ 5,445 | $ (16,997) |
Earnings (loss) per common share | ||||
Basic earnings (loss) per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | $ 0.07 | $ (0.01) | $ 0.13 | $ (0.50) |
Diluted earnings (loss) per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | $ 0.07 | $ (0.01) | $ 0.13 | $ (0.50) |
Weighted average common shares outstanding | ||||
Basic | 43,676,000 | 34,005,000 | 39,329,000 | 34,008,000 |
Diluted | 47,119,000 | 34,005,000 | 42,537,000 | 34,008,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Net income (loss) | $ 3,541 | $ (280) | $ 5,144 | $ (16,997) |
Foreign currency translation adjustments, net of tax of $0 | 9,504 | (3,642) | 17,097 | 11,682 |
Comprehensive income (loss) | 13,045 | (3,922) | 22,241 | (5,315) |
Less: Comprehensive income (loss) attributable to non-controlling interest | 155 | (301) | ||
Comprehensive income (loss) attributable to NCS Multistage Holdings, Inc. | $ 12,890 | $ (3,922) | $ 22,542 | $ (5,315) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Non-controlling Interest [Member] | Total |
Beginning balance at Dec. 31, 2016 | $ 340 | $ 237,566 | $ (82,015) | $ 21,762 | $ (175) | $ 177,478 | ||
Beginning balance, shares at Dec. 31, 2016 | 1 | 34,024,326 | 18,348 | |||||
Acquisitions | $ 4 | 6,903 | $ 12,954 | 19,861 | ||||
Acquisitions, shares | 355,658 | |||||||
Share-based compensation | 3,889 | 3,889 | ||||||
Net income (loss) | 5,445 | (301) | 5,144 | |||||
Issuance of common stock upon IPO, net of offering costs | $ 95 | 148,841 | 148,936 | |||||
Issuance of common stock upon IPO, net of offering costs, shares | 9,550,000 | |||||||
Currency translation adjustment | 17,097 | 17,097 | ||||||
Ending balance at Sep. 30, 2017 | $ 439 | $ 397,199 | $ (64,918) | $ 27,207 | $ (175) | $ 12,653 | $ 372,405 | |
Ending balance, shares at Sep. 30, 2017 | 1 | 43,929,984 | 18,348 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net income (loss) | $ 5,144 | $ (16,997) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 20,535 | 19,228 |
Amortization of deferred loan cost | 360 | 545 |
Share-based compensation | 3,889 | 1,006 |
Provision for inventory obsolescence | 600 | |
Deferred income tax benefit | (12,902) | (7,630) |
(Gain) loss on sale of property and equipment | (40) | 57 |
Foreign exchange (gain) loss on financing item | (1,760) | 4,640 |
Write-off of deferred loan costs | 1,422 | |
Change in fair value of contingent consideration | 585 | |
Changes in operating assets and liabilities: | ||
Accounts receivable—trade | (16,101) | 1,862 |
Inventories | (12,690) | 2,756 |
Prepaid expenses and other assets | (169) | (30) |
Accounts payable—trade | (983) | 745 |
Accrued expenses | 3,531 | 622 |
Other liabilities | 129 | (138) |
Income taxes receivable/payable | 11,919 | (130) |
Net cash provided by operating activities | 2,869 | 7,136 |
Cash flows from investing activities | ||
Purchases of property and equipment | (5,332) | (434) |
Proceeds from sales of property and equipment | 181 | 231 |
Proceeds (funding) of short-term note receivable | 1,000 | (1,000) |
Acquisitions of businesss, net of cash acquired | (80,928) | |
Net cash used in investing activities | (85,079) | (1,203) |
Cash flows from financing activities | ||
Equipment note borrowings | 1,533 | |
Payments on equipment note | (158) | |
Promissory note borrowings | 6,541 | |
Payments on promissory note | (3,661) | |
Line of credit borrowings | 20,000 | |
Payment of deferred loan cost related to new credit agreement | (971) | |
Payments related to public offering | (2,178) | |
Proceeds from related party note receivable | 752 | |
Repayment of term note | (89,077) | |
Purchases of treasury stock | (175) | |
Proceeds from issuance of common stock, net of offering costs | 151,356 | 102 |
Net cash provided by (used in) financing activities | 84,137 | (73) |
Effect of exchange rate changes on cash and cash equivalents | 20 | 679 |
Net change in cash and cash equivalents | 1,947 | 6,539 |
Cash and cash equivalents beginning of period | 18,275 | 9,545 |
Cash and cash equivalents end of period | 20,222 | $ 16,084 |
Noncash investing and financing activities | ||
Issuance of common stock for business acquisition | $ 6,907 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | N ote 1. Basis of Presentation Nature of Business NCS Multistage Holdings, Inc., through its wholly owned subsidiaries and subsidiaries for which we have a controlling voting interest (collectively referred to as the “Company,” “NCS,” “we” or “us”), is primarily engaged in providing engineered products and support services for oil and natural gas well completions and field development strategies. We offer our products and services primarily to exploration and production companies for use in onshore wells. We operate through service facilities principally located in Houston, Midland and Corpus Christi, Texas; Tulsa and Oklahoma City, Oklahoma; and Calgary, Red Deer, Grande Prairie and Estevan, Canada. We changed our name from Pioneer Super Holdings, Inc. to NCS Multistage Holdings, Inc. on December 13, 2016. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), issued by the Securities Exchange Commission (“SEC”) and have not been audited by our independent registered public accounting firm. The Condensed Consolidated Balance Sheet at December 31, 2016 is derived from our audited financial statements. However, certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted or condensed as permitted by the rules and regulations of the SEC, and, therefore, these interim financial statements should be read in conjunction with our audited financial statements included in the prospectus, dated April 27, 2017 (the “Prospectus”), filed by us with the SEC on May 1, 2017 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements. Initial Public Offering On April 13, 2017, in connection with the initial public offering of shares of our common stock (“IPO”), our board of directors and stockholders approved an amendment to the amended and restated certificate of incorporation effecting a 3.00 for 1.00 stock split of our issued and outstanding shares of common stock. The stock split was implemented on April 13, 2017 and the par value of the common and preferred stock was not adjusted as a result of the stock split. All other common stock share amounts disclosed in this Form 10-Q have been adjusted to reflect this stock split for all periods presented. On May 3, 2017, we completed the initial public offering of 9.5 million shares of our common stock, $0.01 par value, at a price to the public of $17.00 per share pursuant to a Registration Statement on Form S-1, as amended (File No. 333-216580) (the “Registration Statement”). The underwriters exercised their option to purchase an additional 1.425 million shares of our common stock from certain selling stockholders and the closing of the over-allotment option occurred on May 3, 2017 concurrently with the closing of the IPO. We received $148.9 million in net proceeds after deducting underwriting discounts and commissions and other offering expenses of $12.6 million . We used a portion of the net proceeds from the IPO to repay our indebtedness under our Prior Senior Secured Credit Facilities (see “Note 7. De bt”). After the repayment of indebtedness under our Prior Senior Secured Credit Facilities, we used the remaining net proceeds from the IPO to acquire Spectrum Tracer Services, LLC, an Oklahoma limited liability company (“Spectrum”), on August 31, 2017 . In addition, in connection with the IPO, our certificate of incorporation was amended and restated to increase our authorized capital stock to consist of 225.0 million shares of common stock, par value $0.01 per share, and 10.0 million shares of preferred stock, par value $0.01 per share. Summary of New Significant Accounting Policies Business combinations Business combinations are accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations . Under the acquisition method of accounting, the total consideration transferred in connection with the acquisition is allocated to the tangible and intangible assets acquired, liabilities assumed, and any non-controlling interest in the acquiree based on their fair values. Goodwill acquired in connection with business combinations represents the excess of consideration transferred over the net tangible and identifiable intangible assets acquired. Certain assumptions and estimates are employed in evaluating the fair value of assets acquired and liabilities assumed. These estimates may be affected by factors such as changing market conditions, technological advances in the oil and natural gas industry or changes in regulations governing that industry. The most significant assumptions requiring judgment involve identifying and estimating the fair value of intangible assets and the associated useful lives for establishing amortization periods. To finalize purchase accounting for significant acquisitions, we utilize the services of independent valuation specialists to assist in the determination of the fair value of acquired intangible assets. Costs related to the acquisition, other than those associated with the issuance of debt or equity securities, that we incur in connection with a business combination are expensed as incurred. Any contingent consideration payable is recognized at fair value at the acquisition date. Liability-classified contingent consideration is remeasured each reporting period with changes in fair value recognized in earnings until the contingent consideration is settled. Share-Based Compensation We account for our stock-based compensation awards in accordance with ASC Topic 718, Compensation — S tock Compensation (“ASC 718”). We measure all share-based compensation awards at fair value on the date they are granted and recognize the compensation expense in the financial statements over the requisite period. Fair value of the share-based compensation was measured using the fair value of the common stock for restricted stock units and the Black-Scholes model for options. We also have an e mployee stock p urchase p lan, which allows eligible employees to purchase shares of our common stock. The purchase price of the stock will be 85% of the lower of the stock price at the beginning or end of the plan period. The fair value of the employees’ purchase rights under the e mployee stock p urchase p lan will be estimated using the Black-Scholes model. The Black-Scholes model for both options and the shares purchased under the e mployee stock p urchase p lan requires assumptions and estimates for inputs, especially the estimate of volatility, that affect the resultant values and hence the amount of compensation expense recognized. Prior to our IPO, we were a private company. Therefore, we estimated our expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expect to continue to do so until such time as we have adequate historical data regarding the volatility of our own traded stock price. Recent Accounting Pronouncements Pronouncements Adopted in 2017 In May 201 7, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-09, Scope of Modification Accounting (Topic 718) , which clarifies when to account for a change to the terms and conditions of a share-based payment award as a modification. Under the new guidance, an entity should apply modification accounting unless the modified award has the same fair value, vesting conditions, and classification of equity or liability as the original award. We have elected to early adopt this ASU in the second quarter of 2017. The adoption of this ASU had no material impact on our consolidated financial statements. In January 201 7, the FASB issued ASU No. 2017-04, Simplifying the Accounting for Goodwill Impairment (Topic 350). This new standard simplifies the test for goodwill impairment. In the original guidance, an entity is required to perform additional analysis in Step 2, which measures a goodwill impairment loss by comparing the implied fair value of a report unit’s goodwill with the carrying amount of that goodwill. The FASB simplifies the subsequent measurement of goodwill by eliminating Step 2. Instead, under the amendments in this update, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount with excess carrying value over the fair value recognized as a loss on impairment. In addition, income tax effects from any tax deductible goodwill should be considered in measuring the goodwill impairment loss, if applicable. The amendments in this update are effective for public companies for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2020, with early adoption permitted. We elected to adopt the guidance in ASU 2017-04 effective April 1, 201 7, and as a result, will apply the new guidance to our annual goodwill impairment tests performed as of December 31, 201 7. In March 201 6, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) , to simplify the accounting for share-based payment transactions, including accounting for forfeitures, excess tax benefit/expense, and tax withholding requirements. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 31, 201 6. We adopted this guidance on January 1, 2017 and have elected to recognize actual forfeitures when they occur. The adoption did not have a material impact on our consolidated financial statements. In November 201 5, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740) . This standard requires all deferred taxes, along with any related valuation allowance, to be presented as a noncurrent deferred asset or liability. The guidance is effective for fiscal years beginning after December 15, 2016, and includes interim periods within those fiscal years. Early adoption is permitted and the guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively by reclassifying the comparative balance sheet. We adopted this ASU in the first quarter of 2017 on a prospective basis. Pronouncements Not Yet Effective In January 201 7, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (Topic 805) , to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. For public entities, this guidance will be effective for annual periods beginning after December 15, 201 7, including interim periods within those periods, and is not expected to have a material impact on our consolidated financial statements. In August 201 6, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) . The objective of the guidance is to reduce the existing diversity in practice related to the presentation and classification of certain cash receipts and cash payments. The guidance addresses eight specific cash flow issues including but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and proceeds from the settlement of corporate-owned life insurance policies. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is retrospective for all periods presented. Early adoption is permitted including for interim periods. We are evaluating the provisions of this new accounting guidance, including which period to adopt, and have not determined what impact the adoption will have on our consolidated statements of cash flows . In February 201 6, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which replaces the existing guidance in ASC 840, Leases . ASC 842 requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. The new lease standard does not substantially change lessor accounting. The new standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact of the adoption of this guidance. In May 201 4, the FASB issued ASU No. 2014-09 , Revenue from Contracts with Customers (Topic 606) . The new standard is effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted, however, not before fiscal years beginning after December 15, 2016. Subsequent to ASU 2014-09’s issuance, Topic 606 was amended for FASB updates that changed the effective date as well as addressed certain aspects regarding new revenue standards. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which entities expect to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The guidance permits the use of either a full retrospective or modified retrospective transition method. We are assessing the impacts of the new standard on our revenues and financial statement disclosures. We put in place a team during the second quarter of 2017, including a third-party consultant, to develop and carry out our implementation plan. The team has reviewed our revenue streams, compared our historical accounting policies and practices to the new accounting guidance and continues to finalize our application of the new standard. Following the acquisition s of Spectrum and Repeat Precision, LLC (“Repeat Precision”) , we are incorporating an analysis of their revenue streams and accounting policies into our implementation plan. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Acquisitions [Abstract] | |
Acquisitions | Note 2. Acquisition s Spectrum Tracer Services On August 31, 2017, we acquired 100% of the equity interests in Spectrum in exchange for approximately $ 83 million , subject to certain adjustments, which was comprised of (i) approximately $76 million in cash and (ii) 0.4 million shares of our common stock using a fair market value of $19.42 per share. The cash portion was funded with available cash and borrowings under our New Senior Secured Credit Facility. We believe Spectrum’s tracer diagnostics services will strengthen our ability to provide our customers with actionable data and analysis to optimize oil and natural gas well completions and field development strategies. The acquisition of Spectrum includes an earn-out provision that could provide up to $12.5 million in ad ditional cash consideration to Spectrum’s former unitholders if Spectrum’s actual gross profit during the earn-out period that commence d on October 1, 2017 and ends on December 31, 2018 is greater than the earn-out threshold. The fair value of the earn-out recognized on the acquisition date was $0.4 million and is included in long-term liabilities on the balance sheet. We estimated the fair value of the earn-out using a Black-Scholes closed form option pricing model. The earn-out is subject to re-measurement each reporting period using Level 3 inputs until the full amount of the liability has been satisfied. Subsequent changes in the fair value of the liability are reflected in our condensed consolidated statements of operations as a change in fair value of contingent consideration. As of September 30, 2017, the earn-out had a value of $ 0.3 million . During the three and nine months ended September 30, 2017, we recognized $ (9) thousand as a change in fair value of contingent consideration in the condensed consolidated statements of operations related to the change in fair value of the Spectrum earn-out. The cash payment, if any, is expected to be paid during the second quarter of 2019. Spectrum contributed revenues of $3.1 million and net income of $0.8 million to the Company for the period from September 1, 201 7 to September 30, 201 7. The following unaudited pro forma summary presents our select financial information as if the acquisition had occurred on January 1, 2016. The below information reflects pro forma adjustments based on available information and certain assumptions we believe are reasonable, including: (i) adjustments related to the depreciation and amortization of the fair value of acquired intangibles and fixed assets, (ii) removal of the historical interest expense of Spectrum as well as the addition of the interest expense of the borrowings under our Senior Secured Credit Facility in connection with the acquisition , (iii) tax effect related to historical U.S. operations and the aforementioned pro forma adjustments, (iv) adjustments related to the number of shares of our common stock outstanding to reflect the 0.4 million shares issued in connection with the acquisition and (v) accounting policy conformity changes. In addition, acquisition related costs were excluded from the unaudited pro forma financial information. The pro forma condensed combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Spectrum acquisition taken place on January 1, 2016; furthermore, the financial information is not intended to be a projection of future results. The following table summarizes our selected financial information on a pro forma basis (in thousands , except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenue $ 61,516 $ 34,510 $ 170,294 $ 77,148 Net income (loss) attributable to NCS Multistage Holdings, Inc. $ 1,971 $ 857 $ 5,625 $ (17,369) Diluted earnings (loss) per share $ 0.04 $ 0.02 $ 0.13 $ (0.51) The purchase price is allocated to the estimated fair value of assets acquired and liabilities assumed as of the acquisition date. G oodwill is calculated as the excess of the consideration transferred over the fair value of the net assets recognized. The assets and liabilities of Spectrum have been measured based on various preliminary estimates using assumptions that we believe are reasonable based on information that is currently available. The purchase price allocation is preliminary and adjustments to provisional amounts may occur as we continue to analyze information. We have recognized $40.3 million of goodwill as a result of the transaction of which approximately $6 million will be non-deductible for tax purposes. Additional changes to the purchase price allocation may result in a corresponding change to goodwill in the period of the change, however, we do not expect such adjustments to materially change the purchase price allocation. We also incurred acquisition costs of $0.7 million and $0.8 million during the nine months ended September 30, 2017 and 2016 , respectively, which were included in general and administrative expense on our condensed consolidated statements of operations. The following table summarizes the consideration and the assets acquired at the Spectrum closing date (in thousands ): Consideration Cash consideration $ 76,258 Equity consideration 6,907 Earn-out liability recognized 352 Total consideration $ 83,517 Preliminary purchase price allocation Cash $ 1,326 Accounts receivable 4,648 Inventories 3,661 Other current assets 211 Property and equipment 4,725 Intangible assets 31,900 Other long-term assets 10 Total identifiable assets acquired 46,481 Accounts payable—trade 459 Accrued expenses 420 Income taxes payable 222 Other current liabilities 44 Deferred tax liability 956 Other long-term liabilities 1,191 Total liabilities assumed 3,292 Net identifiable assets acquired 43,189 Goodwill 40,328 Net assets acquired $ 83,517 The amount allocated to intangible assets was attributed to the following categories (in thousands ): Estimated Useful Fair Value Lives (Years) Technology $ 5,600 16 Trademark 1,600 10 Customer relationships 24,700 21 Total intangible assets $ 31,900 These intangible assets are amortized on a straight-line basis, which is presented in amortization in our condensed consolidated statements of operations. Amortization expense for the intangible assets for the Spectrum acquisition was $ 0.1 million for the three and nine months ended September 30, 2017 . Repeat Precision On February 1, 2017, we acquired a 50% interest in Repeat Precision for $6 . 0 million . Historically, the business has been a supplier to NCS. Our strategic purchase of 50% of this business ensures that we have continued access to these services and allows us greater control of the allocation of their capacity, ensuring that we can scale their operations together with ours. In addition, Repeat Precision also markets certain completion products on a wholesale basis, providing an additional revenue opportunity. Concurrent with entering into the transaction, the previous owner of the 50% interest repaid a $1.0 million promissory note to us. We also recorded an earn-out as a contingent adjustment to the p urchase price in the amount of $7.0 million , which is included in other long-term liabilities on the balance sheet. We estimated the fair value of the earn-out using a Monte Carlo simulation on the acquisition date. The earn-out equity value was based on 2018 EBITDA, multiplied by three, which was then reduced by debt and increased by cash. The earn-out equity value was then discounted at the adjusted cost of equity. The earn-out is subject to re-measurement each reporting period using Level 3 inputs until the full amount of the liability has been satisfied. Subsequent changes in the fair value of the liability are reflected in our condensed consolidated statements of operations as a change in fair value of contingent consideration. As of September 30, 2017 , the earn-out had a value of $7. 6 million . During the three and nine months ended September 30, 2017 , we recognized $(0.2) million and $0. 6 million , respectively, as a change in fair value of contingent consideration in the condensed consolidated statements of operations related to the change in fair value of the earn-out. The cash payment, if any, is expected to be paid during the first quarter of 2019 and will not exceed $10.0 million . As NCS has the controlling voting interest in the joint venture, we accounted for the acquisition as a business combination and have included Repeat Precision in our consolidated financial statements from the acquisition date. As a result, the other party’s ownership percentage is presented separately as a non-controlling interest. The purchase price is allocated to the fair value of assets acquired and liabilities assumed as of the acquisition date and goodwill is recognized for the excess consideration transferred over the fair value of the net assets. The purchase price allocation is preliminary and adjustments to the working capital provisional amounts may continue to occur as we analyze information. We have recognized $15.2 million of goodwill as a result of the transaction and expect the full amount to be deductible for tax purposes. Additional changes to the purchase price allocation may result in a corresponding change to goodwill in the period of the change, however, we do not expect such adjustments to materially change the purchase price allocation. We also incurred acquisition costs of $0.3 million during the first quarter of 2017, which were included in general and administrative expense on our condensed consolidated statements of operations. The following table summarizes the consideration and the assets acquired at the Repeat Precision closing date (in thousands ): Consideration Cash paid by NCS $ 5,996 Earn-out liability recognized 6,958 Total consideration $ 12,954 Preliminary purchase price allocation Other net assets $ 174 Inventory 662 Property and equipment 5,750 Intangible assets 4,100 Goodwill 15,222 Total assets acquired $ 25,908 Less: non-controlling interest (12,954) Net assets acquired $ 12,954 The unaudited pro forma operating results pursuant to ASC 805 related to the Repeat Precision acquisition have been excluded due to immateriality. In connection with the Repeat Precision acquisition, we acquired intangible assets in the amount of $4.1 million related to customer relationships. The intangible assets are amortized over their estimated ten year useful lives. Amortization expense for the intangible assets for the Repeat Precision acquisition was $0.1 million and $0.3 million for the three and nine months ended September 30, 2017 . |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventories [Abstract] | |
Inventories | Note 3. Inventories Inventories consist of the following as of September 30, 2017 and December 31, 2016 (in thousands ): September 30, December 31, 2017 2016 Raw materials $ 2,594 $ 695 Work in process 1,130 688 Finished goods 31,805 15,634 $ 35,529 $ 17,017 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 4. Property and Equipment Property and equipment by major asset class consist of the following as of September 30, 2017 and December 31, 2016 (in thousands ): September 30, December 31, 2017 2016 Land $ 2,181 $ 2,026 Building and improvements 4,970 4,517 Machinery and equipment 13,079 1,983 Computers and software 1,940 1,345 Furniture and fixtures 883 916 Vehicles 5,298 2,475 Service equipment 449 1,964 28,800 15,226 Less: Accumulated depreciation and amortization (6,149) (5,763) 22,651 9,463 Construction in progress 1,255 296 Property and equipment, net $ 23,906 $ 9,759 |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangibles | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Goodwill and Identifiable Intangibles | Note 5. Goodwill and Identifiable Intangibles Changes in the carrying amount of goodwill are as follows (in thousands ): At December 31, 2016 $ 122,077 Acquisitions 55,550 Currency translation adjustment 7,712 At September 30, 2017 $ 185,339 Identifiable intangibles by major asset class consist of the following (in thousands ) : September 30, 2017 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 14 - 16 $ 152,133 $ (50,298) $ 101,835 Trademark 5 - 10 2,593 (968) 1,625 In-process research and development 5 38,049 (36,551) 1,498 Customer relationships 10 - 21 41,145 (4,315) 36,830 Noncompete agreements 5 29,888 (28,710) 1,178 Total identifiable intangibles $ 263,808 $ (120,842) $ 142,966 December 31, 2016 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 14 $ 138,026 $ (39,956) $ 98,070 Trademark 5 936 (759) 177 In-process research and development 5 35,306 (28,621) 6,685 Customer relationships 15 11,577 (3,128) 8,449 Noncompete agreements 5 28,065 (22,749) 5,316 Total identifiable intangibles $ 213,910 $ (95,213) $ 118,697 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 6. Accrued Expenses Accrued expenses consist of the following as of September 30, 2017 and December 31, 2016 (in thousands ): September 30, December 31, 2017 2016 Accrued payroll $ 5,880 $ 850 Property and franchise taxes accrual 322 322 Accrual related to public offering — 1,153 Accrued acquisition related costs 486 618 Accrued other miscellaneous liabilities 686 347 $ 7,374 $ 3,290 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt [Abstract] | |
Debt | Note 7. Debt Our long-term debt is as follows (in thousands ): September 30, December 31, 2017 2016 Term loan under Prior Senior Secured Credit Facilities $ — $ 90,836 Senior secured revolving credit facility 20,000 — Promissory note 2,880 — Equipment notes 1,375 — Total 24,255 90,836 Less debt issuance costs — 1,670 Total debt, net 24,255 89,166 Less: current portion (3,204) (772) Long-term debt $ 21,051 $ 88,394 The estimated fair value of total debt for the periods ended September 30, 2017 and December 31, 2016 was $24.2 million and $92.8 million, respectively. The carrying value of the senior secured revolving credit facility as of September 30, 2017 approximated the fair value of debt as it can be paid at any time . The fair value was estimated using Level 2 inputs by calculating the sum of the discounted future interest and principal payments through the date of maturity . Below is a description of our prior and new credit agreements and other financing arrangements. Prior Senior Secured Credit Facilities Effective August 7, 2014, we entered into a credit agreement (the “Prior Credit Agreement”) with a group of financial institutions which was denominated in Canadian dollars (“CAD”) and allowed for a term loan of up to $197.6 million CAD ( $180.0 million USD), and a $38.4 million CAD ( $35.0 million USD) revolving line of credit of which $5.0 million CAD was available for letters of credit and $5.0 million CAD was available for swingline loans (together, the “Credit Facility”). We entered into Amendment No. 1, effective April 15, 2015, and Amendment No. 2, effective December 22, 2015, which modified the original credit agreement governing the Credit Facility. The modifications changed various defined terms as well as the covenants. These amendments also revised the revolving credit commitment to $27.8 million CAD ( $20.0 million USD) and evidenced the prepayment of the Term Loan in an amount of $55.8 million CAD. The term loan accrued interest at the adjusted base rate or Canadian base rate plus an applicable margin, as defined in the credit agreement governing the Credit Facility, with quarterly interest payments. The term loan was collateralized by certain assets of the Company and guaranteed by certain wholly owned subsidiaries of the Company. The interest on the term loan was payable in quarterly installments. All unpaid principal and interest was scheduled to mature on August 7, 2019 . As of December 31, 2016 , the term loan had an outstanding balance of $90.8 million . We incurred interest expense of $1.4 million for the three months ended September 30, 2016 and $1.7 million and $3.9 million for the nine months ended September 30, 2017 and 2016 , respectively. No interest expense was recognized for the three months ended September 30, 2017 . The revolving line of credit was collateralized by certain assets of the Company and guaranteed by certain wholly owned subsidiaries of the Company. Interest on the revolving line of credit was payable quarterly at the adjusted base rate or Canadian base rate plus an applicable margin, as defined in the agreement governing the Credit Facility. Direct costs incurred in connection with the term loan were capitalized and amortized over the term of the debt using the effective interest method. Net fees attributable to the lenders of $1.7 million were presented as a discount to the carrying value of debt as of December 31, 201 6. As a result of the payment of the loan in full on May 4, 2017, we wrote off the remainder of the deferred loan costs of $1.4 million as a component of interest expense, net in the condensed consolidated statements of operations during the second quarter of 2017. In February 201 7, to ensure compliance with non-financial covenants per the Credit Facility, we made a $3.0 million term loan prepayment. On May 4, 2017, the term loan was paid in full and terminated using a portion of the proceeds from our IPO and we also entered into a new Amended and Restated Credit Agreement (the “Credit Agreement”). New Senior Secured Credit Facility On May 4, 2017, we entered into an Amended and Restated Credit Agreement with Pioneer Investment, Inc., as borrower (the “U.S. Borrower ”), NCS Multistage Inc., as borrower (the “Canadian Borrower”), Pioneer Intermediate, Inc. (together with the Company, the “Parent Guarantors”) and the lenders party thereto, Wells Fargo Bank, National Association as administrative agent in respect of the U.S. Facility (as defined below) and Wells Fargo Bank, National Association, Canadian Branch, as administrative agent in respect of the Canadian Facility (as defined below) (the senior secured revolving credit facilities provided thereunder, the “New Senior Secured Credit Facility”). The Credit Agreement amended and restated the Prior Credit Agreement in its entirety. The New Senior Secured Credit Facility will mature on May 4, 2020 . The New Senior Secured Credit Facility consists of a (i) senior secured revolving credit facility in an aggregate principal amount of $25.0 million made available to the U.S. Borrower (the “U.S. Facility”), of which up to $5.0 million may be made available for letters of credit and up to $5.0 million may be made available for swingline loans and (ii) senior secured revolving credit facility in an aggregate principal amount of $25.0 million made available to the Canadian Borrower (the “Canadian Facility”). We entered into Amendment No. 1 to the Credit Agreement on August 31, 2017. The Amendment increased the loan commitment available to $50.0 million from $25.0 million under the U.S. Facility. The loan commitment available under the Canadian Facility remained at $25.0 million . At September 30, 2017 , we had $20.0 million in outstanding indebtedness under the U.S. Facility. We incurred interest expense related to the New Senior Secured Credit Facility of $0.1 million for the three and nine months ended September 30, 2017. Borrowings under the U.S. Facility may be made in U.S. dollars, Canadian dollars or Euros and bear interest at a rate equal to the Adjusted Base Rate or Eurocurrency Rate (each as defined in the Credit Agreement), in each case, plus an applicable interest margin as set forth in the Credit Agreement. Borrowings under the Canadian Facility may be made in U.S. dollars or Canadian dollars and bear interest at the Canadian (Cdn) Base Rate, Canadian (U.S.) Base Rate, Eurocurrency Rate or Discount Rate (each as defined in the Credit Agreement), in each case, plus an applicable interest margin as set forth in the Credit Agreement. The Adjusted Base Rate, Canadian (U.S.) Base Rate and Canadian (Cdn) Base Rate applicable margin will be between 2.25% and 3.00% and Eurocurrency Rate applicable margin will be between 3.25% and 4.00% , in each case, depending on our leverage ratio. The applicable interest rate at September 30, 2017 was 5.50% . The obligations of the U.S. Borrower under the U.S. Facility are guaranteed by the Parent Guarantors and each of the other existing and future direct and indirect restricted subsidiaries of the Company organized under the laws of the United States (subject to certain exceptions) and are secured by substantially all of the assets of the Parent Guarantors, the U.S. Borrower and such other subsidiary guarantors, in each case, subject to certain exceptions and permitted liens. The obligations of the Canadian Borrower under the Canadian Facility are guaranteed by the Parent Guarantors, the U.S. Borrower and each of the future direct and indirect restricted subsidiaries of the Company organized under the laws of the United States and Canada (subject to certain exceptions) and are secured by substantially all of the assets of the Parent Guarantors, the U.S. Borrower, the Canadian Borrower and such subsidiary guarantors, if any, in each case, subject to certain exceptions and permitted liens. The Credit Agreement contains financial covenants that require (i) commencing with the fiscal quarter ending June 30, 2017, compliance with a leverage ratio test set at (A) 3.00 to 1.00 as of the last day of each fiscal quarter ending prior to March 31, 2018 and (B) 2.50 to 1.00 as of the last day of each fiscal quarter ending on or after March 31, 2018, (ii) commencing with the fiscal quarter ending June 30, 2017, compliance with an interest coverage ratio test set at 2.75 to 1.00 as of the last day of each fiscal quarter, (iii) if the leverage ratio as of the end of any fiscal quarter is greater than 2.00 to 1.00 and the amount outstanding under the Canadian Facility at any time during such fiscal quarter was greater than $0, compliance as of the end of such fiscal quarter with a Canadian asset coverage ratio test set at 1.00 to 1.00 and (iv) if the leverage ratio as of the end of any fiscal quarter is greater than 2.00 to 1.00 and the amount outstanding under the U.S. Facility at any time during such fiscal quarter was greater than $0, compliance as of the end of such fiscal quarter with a U.S. asset coverage ratio test set at 1.00 to 1.00. The Credit Agreement also contains customary affirmative and negative covenants, including, among other things, restrictions on the creation of liens, the incurrence of indebtedness, investments, dividends and other restricted payments, dispositions and transactions with affiliates. As of September 30, 2017 , we were in compliance with these covenants. The Credit Agreement also includes customary events of default for facilities of this type (with customary grace periods, as applicable). If an event of default occurs, the lenders under each of the U.S. Facility and the Canadian Facility may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings under such facility, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable, The lenders under each of the U.S. Facility and the Canadian Facility also have the right upon an event of default thereunder to terminate any commitments they have to provide further borrowings under such facility. Further, following an event of default under each of the U.S. Facility and the Canadian Facility, the lenders thereunder will have the right to proceed against the collateral granted to them to secure such facility. Direct costs of $1.0 million were incurred in connection with the New Senior Secured Credit Facility. The costs were capitalized as an asset as they represent the benefit of being able to access capital over the contractual term. The costs are being amortized over the term of the credit facilities using the straight-line method. Amortization expense of the deferred financing charges of $71 thousand and $0.1 million , respectively, were included in interest expense, net for the three and nine months ended September 30, 2017 . Promissory Note In connection with the acquisition , Repeat Precision entered into a promissory note with Security State Bank & Trust, Fredericksburg on February 27, 2017, for an aggregate borrowing capacity of $3.8 million . The promissory note is secured against equipment, inventory and receivables. It bears interest at a variable interest rate based on prime plus 1% and matures on February 27, 2018 . Any principal amount not paid by the maturity date bears interest at the lesser of the maximum rate allowed per law or 18% per annum. As of September 30, 2017 , the outstanding balance on the promissory note was $2.9 million . Equipment Notes In February 201 7, Repeat Precision entered into an equipment note in the amount of $0.8 million with Security State Bank & Trust, Fredericksburg also in connection with the acquisition. The equipment note bears interest at prime plus 1% , matures on February 27, 2021 and is collateralized by certain property. Any principal amount not paid by the maturity date bears interest at the lesser of the maximum rate allowed per law or 18% per annum. As of September 30, 2017 , the outstanding balance on the equipment note was $0.6 million . In April 201 7, Repeat Precision entered into another equipment note in the amount of $0.8 million with Security State Bank & Trust, Fredericksburg. The equipment note bears interest at prime plus 1% , matures on December 21, 2018 and is collateralized by certain property. Any principal amount not paid by the maturity date bears interest at the lesser of the maximum rate allowed per law or 18% per annum. As of September 30, 2017 , the outstanding balance on the equipment note was $0.7 million . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Litigation In the ordinary course of our business, from time to time, we have various claims, lawsuits and administrative proceedings that are pending or threatened with respect to commercial, product liability and employee matters. Our management currently does not expect that the results of any of these legal proceedings, either individually or in the aggregate, would have a material adverse effect on our financial position, results of operations or cash flows. On March 3, 2017, we received $0.9 million resulting from an arbitration case that was decided in our favor in February 201 7. This was recorded as other income (expense), net in our condensed consolidated statements of operations for the nine months ended September 30, 2017 . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 9. Stockholders’ Equity As disclosed in “Note 1 . Basis of Presentation”, on April 13, 2017 our board of directors and stockholders approved an amendment to the amended and restated certificate of incorporation effecting a 3.00 for 1.00 stock split of our issued and outstanding shares of common stock. The stock split was implemented on April 13, 2017. The par value of the common and preferred stock was not adjusted as a result of the stock split. All other issued and outstanding shares and per share amounts included in the accompanying financial statements have been adjusted to reflect this stock split for all periods presented. On April 27, 2017, our certificate of incorporation was amended and restated and the number of shares of common stock authorized to be issued by the Company was increased from 54.0 million to 225.0 million and the number of our authorized shares of preferred stock was increased from one share to 10.0 million shares. As of September 30, 2017 and December 31, 2016 , one share of preferred stock, designated as the “Special Voting Share” in our amended and restated certificate of incorporation, was issued and outstanding . The holders of common stock are entitled to one vote for each share of common stock held. The holder of the Special Voting Share shall be entitled to vote on all matters that a holder of common stock is entitled to vote on and shall be entitled to cast a number of votes equal to the number of exchangeable shares of NCS Multistage, Inc. (“NCS Canada”), a subsidiary of the Company, then outstanding that are not owned by us, multiplied by the exchange ratio (as defined in the articles of incorporation of NCS Canada). In connection with our stock split, the exchange ratio was adjusted to three from one. As of December 31, 2016 , the number of shares of common stock issuable for the exchangeable shares totaled 1,819,247 and was held by the preferred stockholder. On May 3, 201 7, the preferred stockholder sold shares of our common stock in our initial public offering, which reduced the number of shares of common stock issuable for the exchangeable shares. As of September 30, 2017 , the number of shares of common stock issuable for the exchangeable shares totaled 1,769,247 . The exchangeable shares are convertible upon demand at the stock price on the conversion date. The holders of common stock are entitled to receive dividends as declared from time-to-time by our board of directors. The holder of the Special Voting Share is not entitled to receive dividends. No dividends were declared during the periods ended September 30, 2017 or December 31, 2016 . |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 10. Share- Based Compensation Liquidity Awards In connection with the IPO, certain options that were to vest only in connection with a change of control (the “Liquidity Awards”) were amended to provide that such awards will vest in three equal installments on each of the first three anniversaries of the consummation of our IPO, which occurred on May 3, 2017, subject to certain requirements including, as applicable, the recipient’s continued employment on the vesting date. The Liquidity Awards are still subject to accelerated vesting upon a company sale , as defined in our 2012 Equity Incentive Plan . As a result of the modification, we estimated the fair value of the Liquidity Awards on April 27, 2017, the amendment date, using the Black-Scholes option-pricing model, which required estimates of key assumptions based on both historical information and management judgment regarding market factors and trends. The weighted average assumptions used to estimate the fair value of the Liquidity Awards were as follows: Expected volatility 44.4 % Average risk free interest rate 1.7 % Expected term (in years) 4.6 Expected dividends 0.0 % As of April 27, 2017, the total unamortized compensation expense was valued at $17.2 million compared to $10.1 million at December 31, 2016. The unamortized compensation expense of the Liquidity Awards is being recognized over a period of three years from the date of the modification. The total share-based compensation expense for all awards was $2.1 million and $0.3 million for the three months ended September 30, 2017 and 2016 , respectively, and $3.9 million and $1.0 million for the nine months ended September 30, 2017 and 2016 , respectively. Employee Stock Purchase Plan On August 3, 201 7, our board of directors adopted the Company’s Employee Stock Purchase Plan (the “U.S. ESPP”) and an employee stock purchase plan specifically applicable to non-U.S. employees on substantially the same terms as the ESPP (the “Non-U.S. ESPP” and together with the U.S. ESPP, the “ESPP”). There are an aggregate of 2.0 million shares of our common stock reserved for issuance and sale pursuant to the ESPP. The first offering period under our ESPP beg an on October 16, 201 7 and ends on December 31, 2018. We believe f uture offering periods will span a calendar year. The ESPP allows eligible employees to contribute, subject to any other plan limitations, up to 18% of their base salary, up to a maximum of $25 thousand per calendar year ( $50 thousand for the first offering period), toward the purchase of our common stock at a discounted price. The purchase price of the shares on each purchase date is equal to 85% of the lower of the fair market value of our common stock on the first and last trading days of each offering period. The U.S. ESPP is designed to be qualified under Section 423 of the Internal Revenue Code. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 11. Income Taxes The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including , but not limited to, the expected operating income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired or additional information is obtained. The computation of the annual effective rate would include applicable modifications, which were projected for the year, such as certain book expenses not deductible for tax, the domestic manufacturing deduction, tax credits and foreign deemed dividends. We recorded a tax expense (benefit) of $0.8 million and $(0.8) million for the three months ended September 30, 2017 and 2016 , respectively. For the three months ended September 30, 2017 and 2016 , our effective tax rates were 18.0% and (74.6)% , respectively. For the nine months ended September 30, 2017 and 2016 , we recorded a tax expense (benefit) of $2.0 million and $(7.9) million , respectively. The effective tax rates for the nine months ended September 30, 2017 and 2016 were 28.2% and (31.8)% , respectively. The primary difference in these effective tax rates was due to the effect of not providing U.S. income taxes on the undistributed earnings of foreign subsidiaries because we intend to permanently reinvest such earnings outside the U.S. D uring the first quarter of 2017 , w e changed our assertion to state that undistributed foreign earnings are indefinitely or permanently reinvested as a result of cash proceeds received from the IPO during May 201 7, a portion of which was used to pay off existing debt. Our effective tax rate for the nine months ended September 30, 201 7 was also impacted by a $0.6 million tax expense recorded for provision to return estimates of prior year tax returns. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The impact of an uncertain income tax position on the income tax returns must be recognized at the largest amount that is more-likely-than-not to be required to be recognized upon audit by the relevant taxing authority. This standard also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition issues with respect to tax positions. We include interest and penalties as a component of other income (expense), net in the condensed consolidated statements of operations and recognized $2 thousand and $0.1 million for the nine months ended September 30, 2017 and 2016 , respectively . |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings (Loss) Per Common Share [Abstract] | |
Earnings (Loss) Per Common Share | Note 12. Earnings (Loss) Per Common Share The following table presents the reconciliation of the numerator and denominator for calculating earnings (loss) per common share from net income (loss) ( in thousands , except per share data) : Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator—Basic Net income (loss) $ 3,541 $ (280) $ 5,144 $ (16,997) Less: income attributable to participating shares 138 — 224 — Less: income (loss) attributable to non-controlling interest 155 — (301) — Net income (loss) attributable to NCS Multistage Holdings, Inc.––Basic $ 3,248 $ (280) 5,221 (16,997) Numerator—Diluted Net income (loss) $ 3,541 $ (280) $ 5,144 $ (16,997) Less: loss (income) attributable to non-controlling interest 155 — (301) — Net income (loss) attributable to NCS Multistage Holdings, Inc.––Diluted $ 3,386 $ (280) $ 5,445 $ (16,997) Denominator Basic weighted average number of shares 43,676 34,005 39,329 34,008 Exchangeable shares for common stock 1,769 — 1,792 — Dilutive effect of other equity awards 1,674 — 1,416 — Diluted weighted average number of shares 47,119 34,005 42,537 34,008 Earnings (loss) per common share Basic $ 0.07 $ (0.01) $ 0.13 $ (0.50) Diluted $ 0.07 $ (0.01) $ 0.13 $ (0.50) Potentially dilutive securities excluded as anti-dilutive - 2,561 - 2,526 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions As of December 31, 2016 , we held a long-term note receivable in the amount of $0.8 million due from a related party. During the first quarter of 2017, the long-term note receivable was paid in full. We also purchased services and grease from a related party in the amount of $21 thousand and $49 thousand for the nine months ended September 30, 2017 and 2016 , respectively. We had no purchases from a related party for the three months ended September 30, 2017 and 2016. On May 3, 201 7, the preferred stockholder, a related party, sold 50,000 shares of our common stock in our initial public offering. See “Note 9. Stockholders’ Equity.” |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment and Geographic Information [Abstract] | |
Segment and Geographic Information | Note 14. Segment and Geographic Information We have determined that we operate in one reportable segment that has been identified based on how our chief operating decision maker manages our business. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Spectrum Tracer Services [Member] | |
Summary of Selected Financial Information on Pro Forma Basis | Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenue $ 61,516 $ 34,510 $ 170,294 $ 77,148 Net income (loss) attributable to NCS Multistage Holdings, Inc. $ 1,971 $ 857 $ 5,625 $ (17,369) Diluted earnings (loss) per share $ 0.04 $ 0.02 $ 0.13 $ (0.51) |
Summary of Consideration and Assets Acquired | Consideration Cash consideration $ 76,258 Equity consideration 6,907 Earn-out liability recognized 352 Total consideration $ 83,517 Preliminary purchase price allocation Cash $ 1,326 Accounts receivable 4,648 Inventories 3,661 Other current assets 211 Property and equipment 4,725 Intangible assets 31,900 Other long-term assets 10 Total identifiable assets acquired 46,481 Accounts payable—trade 459 Accrued expenses 420 Income taxes payable 222 Other current liabilities 44 Deferred tax liability 956 Other long-term liabilities 1,191 Total liabilities assumed 3,292 Net identifiable assets acquired 43,189 Goodwill 40,328 Net assets acquired $ 83,517 |
Schedule of Amount Allocated to Intangible Assets | Estimated Useful Fair Value Lives (Years) Technology $ 5,600 16 Trademark 1,600 10 Customer relationships 24,700 21 Total intangible assets $ 31,900 |
Repeat Precision [Member] | |
Summary of Consideration and Assets Acquired | Consideration Cash paid by NCS $ 5,996 Earn-out liability recognized 6,958 Total consideration $ 12,954 Preliminary purchase price allocation Other net assets $ 174 Inventory 662 Property and equipment 5,750 Intangible assets 4,100 Goodwill 15,222 Total assets acquired $ 25,908 Less: non-controlling interest (12,954) Net assets acquired $ 12,954 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventories [Abstract] | |
Schedule of Inventories | September 30, December 31, 2017 2016 Raw materials $ 2,594 $ 695 Work in process 1,130 688 Finished goods 31,805 15,634 $ 35,529 $ 17,017 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment by Major Asset Class | September 30, December 31, 2017 2016 Land $ 2,181 $ 2,026 Building and improvements 4,970 4,517 Machinery and equipment 13,079 1,983 Computers and software 1,940 1,345 Furniture and fixtures 883 916 Vehicles 5,298 2,475 Service equipment 449 1,964 28,800 15,226 Less: Accumulated depreciation and amortization (6,149) (5,763) 22,651 9,463 Construction in progress 1,255 296 Property and equipment, net $ 23,906 $ 9,759 |
Goodwill and Identifiable Int26
Goodwill and Identifiable Intangible (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Changes in Carrying Amount of Goodwill | At December 31, 2016 $ 122,077 Acquisitions 55,550 Currency translation adjustment 7,712 At September 30, 2017 $ 185,339 |
Schedule of Identifiable Intangibles by Major Asset Class | September 30, 2017 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 14 - 16 $ 152,133 $ (50,298) $ 101,835 Trademark 5 - 10 2,593 (968) 1,625 In-process research and development 5 38,049 (36,551) 1,498 Customer relationships 10 - 21 41,145 (4,315) 36,830 Noncompete agreements 5 29,888 (28,710) 1,178 Total identifiable intangibles $ 263,808 $ (120,842) $ 142,966 December 31, 2016 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 14 $ 138,026 $ (39,956) $ 98,070 Trademark 5 936 (759) 177 In-process research and development 5 35,306 (28,621) 6,685 Customer relationships 15 11,577 (3,128) 8,449 Noncompete agreements 5 28,065 (22,749) 5,316 Total identifiable intangibles $ 213,910 $ (95,213) $ 118,697 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Liabilities | September 30, December 31, 2017 2016 Accrued payroll $ 5,880 $ 850 Property and franchise taxes accrual 322 322 Accrual related to public offering — 1,153 Accrued acquisition related costs 486 618 Accrued other miscellaneous liabilities 686 347 $ 7,374 $ 3,290 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt [Abstract] | |
Schedule of Long-term Debt | September 30, December 31, 2017 2016 Term loan under Prior Senior Secured Credit Facilities $ — $ 90,836 Senior secured revolving credit facility 20,000 — Promissory note 2,880 — Equipment notes 1,375 — Total 24,255 90,836 Less debt issuance costs — 1,670 Total debt, net 24,255 89,166 Less: current portion (3,204) (772) Long-term debt $ 21,051 $ 88,394 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Liquidity Awards [Member] | |
Notes Tables | |
Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Liquidity Awards | Expected volatility 44.4 % Average risk free interest rate 1.7 % Expected term (in years) 4.6 Expected dividends 0.0 % |
Earnings (Loss) Per Common Sh30
Earnings (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings (Loss) Per Common Share [Abstract] | |
Reconciliation of Numerator and Denominator for Calculating Earnings (Loss) Per Common Share from Net Income (Loss) | Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator—Basic Net income (loss) $ 3,541 $ (280) $ 5,144 $ (16,997) Less: income attributable to participating shares 138 — 224 — Less: income (loss) attributable to non-controlling interest 155 — (301) — Net income (loss) attributable to NCS Multistage Holdings, Inc.––Basic $ 3,248 $ (280) 5,221 (16,997) Numerator—Diluted Net income (loss) $ 3,541 $ (280) $ 5,144 $ (16,997) Less: loss (income) attributable to non-controlling interest 155 — (301) — Net income (loss) attributable to NCS Multistage Holdings, Inc.––Diluted $ 3,386 $ (280) $ 5,445 $ (16,997) Denominator Basic weighted average number of shares 43,676 34,005 39,329 34,008 Exchangeable shares for common stock 1,769 — 1,792 — Dilutive effect of other equity awards 1,674 — 1,416 — Diluted weighted average number of shares 47,119 34,005 42,537 34,008 Earnings (loss) per common share Basic $ 0.07 $ (0.01) $ 0.13 $ (0.50) Diluted $ 0.07 $ (0.01) $ 0.13 $ (0.50) Potentially dilutive securities excluded as anti-dilutive - 2,561 - 2,526 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Aug. 03, 2017 | May 03, 2017USD ($)$ / sharesshares | Apr. 13, 2017 | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Apr. 27, 2017shares | Mar. 31, 2017shares | Dec. 31, 2016$ / sharesshares |
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Proceeds from issuance of common stock, net of offering costs | $ | $ 151,356 | $ 102 | ||||||
Underwriting discounts and commissions and other offering expenses | $ | $ 2,178 | |||||||
Common stock, shares authorized (in shares) | 225,000,000 | 225,000,000 | 54,000,000 | |||||
Preferred stock, shares authorized (in shares) | 1 | 10,000,000 | 1 | 1 | ||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||||
Employee Stock Purchase Plan [Member] | ||||||||
Purchase price of common stock expressed as a percentage of its fair value | 85.00% | |||||||
IPO [Member] | ||||||||
Stock split ratio of all issued and outstanding shares of common stock | 3 | |||||||
Number of shares issued | 9,500,000 | |||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | |||||||
Shares issued price per share | $ / shares | $ 17 | |||||||
Proceeds from issuance of common stock, net of offering costs | $ | $ 148,900 | |||||||
Underwriting discounts and commissions and other offering expenses | $ | $ 12,600 | |||||||
Common stock, shares authorized (in shares) | 225,000,000 | |||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | |||||||
Over-Allotment Option [Member] | ||||||||
Options exercised by underwriters to purchase additional shares | 1,425,000 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Aug. 31, 2017 | Feb. 01, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||||
Change in fair value of contingent consideration | $ (182) | $ 585 | |||||||
Goodwill | $ 185,339 | 185,339 | 185,339 | $ 122,077 | |||||
Amortization of intangible assets | 6,486 | $ 6,030 | $ 18,481 | $ 17,893 | |||||
Business combination goodwill not deductible for tax purpose | $ 6,000 | ||||||||
Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible asset, useful life | 15 years | ||||||||
Customer Relationships [Member] | Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible asset, useful life | 10 years | ||||||||
Customer Relationships [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible asset, useful life | 21 years | ||||||||
Spectrum Tracer Services [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership interest acquired, percent | 100.00% | ||||||||
Business combination consideration transferred | $ 83,517 | ||||||||
Common stock issued in business acquisition | 0.4 | ||||||||
Common stock price per share | $ 19.42 | ||||||||
Cash payment for acquisition | $ 76,258 | ||||||||
Business combination, earn-out amount | 400 | 300 | 300 | $ 300 | |||||
Change in fair value of contingent consideration | (9) | (9) | |||||||
Goodwill | $ 40,328 | ||||||||
Acquisition costs | 700 | $ 800 | |||||||
Amortization of intangible assets | 100 | 100 | |||||||
Revenue contributed by acquiree since acquisition date | 3,100 | ||||||||
Net income contributed by acquiree since acquisition date | 800 | ||||||||
Spectrum Tracer Services [Member] | If Actual Gross Profit Greater Than Earn-Out Threshold During October 1, 2017 and December 31, 2018 [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Maximum earn-out contingent consideration | 12,500 | 12,500 | 12,500 | ||||||
Spectrum Tracer Services [Member] | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible asset, useful life | 21 years | ||||||||
Repeat Precision [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership interest acquired, percent | 50.00% | ||||||||
Business combination consideration transferred | $ 12,954 | ||||||||
Cash payment for acquisition | 5,996 | ||||||||
Proceeds from promissory note | 1,000 | ||||||||
Earn-out as a contingent adjustment to asset purchase price | 7,000 | ||||||||
Business combination, earn-out amount | 7,600 | 7,600 | 7,600 | ||||||
Change in fair value of contingent consideration | (200) | 600 | |||||||
Maximum earn-out contingent consideration | $ 10,000 | 10,000 | $ 10,000 | ||||||
Goodwill | 15,222 | ||||||||
Acquisition costs | $ 300 | ||||||||
Repeat Precision [Member] | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived intangible assets acquired | $ 4,100 | ||||||||
Finite-lived intangible asset, useful life | 10 years | ||||||||
Amortization of intangible assets | $ 100 | $ 300 |
Acquisition (Summary of Selecte
Acquisition (Summary of Selected Financial Information on Pro Forma Basis) (Details) - Spectrum Tracer Services [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | $ 61,516 | $ 34,510 | $ 170,294 | $ 77,148 |
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ 1,971 | $ 857 | $ 5,625 | $ (17,369) |
Diluted earnings (loss) per share | $ 0.04 | $ 0.02 | $ 0.13 | $ (0.51) |
Acquisitions (Summary of Consid
Acquisitions (Summary of Consideration and Assets Acquired) (Details) - USD ($) $ in Thousands | Aug. 31, 2017 | Feb. 01, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Preliminary purchase price allocation | ||||
Goodwill | $ 185,339 | $ 122,077 | ||
Spectrum Tracer Services [Member] | ||||
Consideration | ||||
Cash consideration | $ 76,258 | |||
Equity consideration | 6,907 | |||
Earn-out liability recognized | 352 | |||
Total consideration | 83,517 | |||
Preliminary purchase price allocation | ||||
Cash | 1,326 | |||
Accounts receivable | 4,648 | |||
Inventories | 3,661 | |||
Other current assets | 211 | |||
Property and equipment | 4,725 | |||
Intangible assets | 31,900 | |||
Other long-term assets | 10 | |||
Total assets acquired | 46,481 | |||
Accounts payable—trade | 459 | |||
Accrued expenses | 420 | |||
Income taxes payable | 222 | |||
Other current liabilities | 44 | |||
Deferred tax liability | 956 | |||
Other long-term liabilities | 1,191 | |||
Total liabilities assumed | 3,292 | |||
Net identifiable assets acquired | 43,189 | |||
Goodwill | 40,328 | |||
Net assets acquired | $ 83,517 | |||
Repeat Precision [Member] | ||||
Consideration | ||||
Cash consideration | $ 5,996 | |||
Earn-out liability recognized | 6,958 | |||
Total consideration | 12,954 | |||
Preliminary purchase price allocation | ||||
Other net assets | 174 | |||
Inventories | 662 | |||
Property and equipment | 5,750 | |||
Intangible assets | 4,100 | |||
Total assets acquired | 25,908 | |||
Goodwill | 15,222 | |||
Less: non-controlling interest | (12,954) | |||
Net assets acquired | $ 12,954 |
Acquisitions (Schedule of Amoun
Acquisitions (Schedule of Amount Allocated to Intangible Assets) (Details) - USD ($) $ in Thousands | Aug. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Spectrum Tracer Services [Member] | |||
Intangibles assets, fair value | $ 31,900 | ||
Technology [Member] | |||
Estimated useful lives | 14 years | ||
Technology [Member] | Minimum [Member] | |||
Estimated useful lives | 14 years | ||
Technology [Member] | Maximum [Member] | |||
Estimated useful lives | 16 years | ||
Technology [Member] | Spectrum Tracer Services [Member] | |||
Intangibles assets, fair value | $ 5,600 | ||
Estimated useful lives | 16 years | ||
Trademark [Member] | |||
Estimated useful lives | 5 years | ||
Trademark [Member] | Minimum [Member] | |||
Estimated useful lives | 5 years | ||
Trademark [Member] | Maximum [Member] | |||
Estimated useful lives | 10 years | ||
Trademark [Member] | Spectrum Tracer Services [Member] | |||
Intangibles assets, fair value | $ 1,600 | ||
Estimated useful lives | 10 years | ||
Customer Relationships [Member] | |||
Estimated useful lives | 15 years | ||
Customer Relationships [Member] | Minimum [Member] | |||
Estimated useful lives | 10 years | ||
Customer Relationships [Member] | Maximum [Member] | |||
Estimated useful lives | 21 years | ||
Customer Relationships [Member] | Spectrum Tracer Services [Member] | |||
Intangibles assets, fair value | $ 24,700 | ||
Estimated useful lives | 21 years |
Inventories (Schedule of Invent
Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Raw materials | $ 2,594 | $ 695 |
Work in process | 1,130 | 688 |
Finished goods | 31,805 | 15,634 |
Total inventories | $ 35,529 | $ 17,017 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment by Major Asset Class) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 28,800 | $ 15,226 |
Less: Accumulated depreciation and amortization | (6,149) | (5,763) |
Property and equipment, net, excluding construction in progress | 22,651 | 9,463 |
Construction in progress | 1,255 | 296 |
Property and equipment, net | 23,906 | 9,759 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,181 | 2,026 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 4,970 | 4,517 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 13,079 | 1,983 |
Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,940 | 1,345 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 883 | 916 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 5,298 | 2,475 |
Service equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 449 | $ 1,964 |
Goodwill and Identifiable Int38
Goodwill and Identifiable Intangibles (Changes in Carrying Amount of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill and Identifiable Intangibles [Abstract] | |
Goodwill, beginning balance | $ 122,077 |
Acquisitions | 55,550 |
Currency translation adjustment | 7,712 |
Goodwill, ending balance | $ 185,339 |
Goodwill and Identifiable Int39
Goodwill and Identifiable Intangibles (Schedule of Identifiable Intangibles by Major Asset Class) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 263,808 | $ 213,910 |
Finite-lived intangible assets, Accumulated Amortization | (120,842) | (95,213) |
Finite-lived intangible assets, Net Balance | 142,966 | $ 118,697 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 14 years | |
Finite-lived intangible assets, Gross Carrying Amount | 152,133 | $ 138,026 |
Finite-lived intangible assets, Accumulated Amortization | (50,298) | (39,956) |
Finite-lived intangible assets, Net Balance | $ 101,835 | $ 98,070 |
Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 14 years | |
Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 16 years | |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years | |
Finite-lived intangible assets, Gross Carrying Amount | $ 2,593 | $ 936 |
Finite-lived intangible assets, Accumulated Amortization | (968) | (759) |
Finite-lived intangible assets, Net Balance | $ 1,625 | $ 177 |
Trademark [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years | |
Trademark [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 10 years | |
In-Process Research and Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years | 5 years |
Finite-lived intangible assets, Gross Carrying Amount | $ 38,049 | $ 35,306 |
Finite-lived intangible assets, Accumulated Amortization | (36,551) | (28,621) |
Finite-lived intangible assets, Net Balance | 1,498 | $ 6,685 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 15 years | |
Finite-lived intangible assets, Gross Carrying Amount | 41,145 | $ 11,577 |
Finite-lived intangible assets, Accumulated Amortization | (4,315) | (3,128) |
Finite-lived intangible assets, Net Balance | $ 36,830 | $ 8,449 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 10 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 21 years | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years | 5 years |
Finite-lived intangible assets, Gross Carrying Amount | $ 29,888 | $ 28,065 |
Finite-lived intangible assets, Accumulated Amortization | (28,710) | (22,749) |
Finite-lived intangible assets, Net Balance | $ 1,178 | $ 5,316 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accrued Expenses [Abstract] | ||
Accrued payroll | $ 5,880 | $ 850 |
Property and franchise taxes accrual | 322 | 322 |
Accrual related to public offering | 1,153 | |
Accrued acquisition related costs | 486 | 618 |
Accrued other miscellaneous liabilities | 686 | 347 |
Accrued Expenses | $ 7,374 | $ 3,290 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) CAD in Millions | May 04, 2017USD ($) | Feb. 27, 2017USD ($) | Apr. 15, 2015CAD | Apr. 30, 2017USD ($) | Feb. 28, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Aug. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 15, 2015USD ($) | Aug. 07, 2014CAD | Aug. 07, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, gross | $ 24,255,000 | $ 24,255,000 | $ 90,836,000 | ||||||||||||
Debt issuance cost | 1,670,000 | ||||||||||||||
Write off of remainder of deferred loan cost | 1,422,000 | ||||||||||||||
Amortization expense of deferred financing charges | 360,000 | $ 545,000 | |||||||||||||
Letter of Credit [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | CAD | CAD 5 | ||||||||||||||
Swingline Loans [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | CAD | 5 | ||||||||||||||
Fair Value, Inputs, Level 2 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, fair value | 24,200,000 | $ 24,200,000 | 92,800,000 | ||||||||||||
Term Loan Under Prior Senior Secured Credit Facilities [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, maximum borrowing capacity | 197.6 | $ 180,000,000 | |||||||||||||
Long-term debt, gross | 90,836,000 | ||||||||||||||
Debt maturity date | Aug. 7, 2019 | ||||||||||||||
Interest expense on debt | 0 | $ 1,400,000 | $ 1,700,000 | $ 3,900,000 | |||||||||||
Prepayment of debt | $ 3,000,000 | ||||||||||||||
Debt issuance cost | $ 1,700,000 | ||||||||||||||
Write off of remainder of deferred loan cost | $ 1,400,000 | ||||||||||||||
Term Loan Under Prior Senior Secured Credit Facilities [Member] | Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Prepayment of debt | CAD | CAD 55.8 | ||||||||||||||
Senior Secured Revolving Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | CAD 38.4 | $ 35,000,000 | |||||||||||||
Long-term debt, gross | 20,000,000 | 20,000,000 | |||||||||||||
Senior Secured Revolving Credit Facility [Member] | Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | CAD 27.8 | $ 20,000,000 | |||||||||||||
Promissory Note [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, gross | 2,880,000 | 2,880,000 | |||||||||||||
Promissory Note [Member] | Repeat Precision [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, maximum borrowing capacity | $ 3,800,000 | ||||||||||||||
Long-term debt, gross | 2,900,000 | $ 2,900,000 | |||||||||||||
Debt maturity date | Feb. 27, 2018 | ||||||||||||||
Promissory Note [Member] | Repeat Precision [Member] | Prime Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument variable interest rate | 1.00% | ||||||||||||||
Promissory Note [Member] | Repeat Precision [Member] | Maximum [Member] | If Not Paid by Maturity Date [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument stated interest rate | 18.00% | ||||||||||||||
Equipment Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, gross | 1,375,000 | $ 1,375,000 | |||||||||||||
Equipment Notes [Member] | Repeat Precision [Member] | If Not Paid by Maturity Date [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument stated interest rate | 18.00% | ||||||||||||||
Equipment Notes [Member] | Repeat Precision [Member] | February 2017 Note [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, gross | 600,000 | $ 600,000 | |||||||||||||
Debt instrument, face amount | $ 800,000 | ||||||||||||||
Debt maturity date | Feb. 27, 2021 | ||||||||||||||
Equipment Notes [Member] | Repeat Precision [Member] | February 2017 Note [Member] | Prime Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument variable interest rate | 1.00% | ||||||||||||||
Equipment Notes [Member] | Repeat Precision [Member] | April 2017 Note [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term debt, gross | $ 700,000 | $ 700,000 | |||||||||||||
Debt instrument, face amount | $ 800,000 | ||||||||||||||
Debt maturity date | Dec. 21, 2018 | ||||||||||||||
Equipment Notes [Member] | Repeat Precision [Member] | April 2017 Note [Member] | Prime Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument variable interest rate | 1.00% | ||||||||||||||
Equipment Notes [Member] | Repeat Precision [Member] | Maximum [Member] | February 2017 Note [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument stated interest rate | 18.00% | ||||||||||||||
Amended And Restated Credit Agreement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument stated interest rate | 5.50% | 5.50% | |||||||||||||
Debt issuance cost | $ 1,000,000 | ||||||||||||||
Amortization expense of deferred financing charges | $ 71,000 | $ 100,000 | |||||||||||||
Amended And Restated Credit Agreement [Member] | Revolving Credit U.S. Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | 25,000,000 | $ 50,000,000 | |||||||||||||
Interest expense on debt | 100,000 | 100,000 | |||||||||||||
Line of credit outstanding | $ 20,000,000 | $ 20,000,000 | |||||||||||||
Credit facility maturity date | May 4, 2020 | ||||||||||||||
Amended And Restated Credit Agreement [Member] | Revolving Credit Canadian Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | 25,000,000 | ||||||||||||||
Amended And Restated Credit Agreement [Member] | Letter of Credit [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | 5,000,000 | ||||||||||||||
Amended And Restated Credit Agreement [Member] | Swingline Loans [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 5,000,000 | ||||||||||||||
Amended And Restated Credit Agreement [Member] | Commencing on Quarter Ending June 30, 2017 through Quarter Ending Prior to March 31, 2018 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Leverage ratio | 3.00% | ||||||||||||||
Amended And Restated Credit Agreement [Member] | Commencing on Quarter Ending June 30, 2017 through Quarter Ending on or After March 31, 2018 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Leverage ratio | 2.50% | ||||||||||||||
Amended And Restated Credit Agreement [Member] | Commencing on Quarter Ending June 30, 2017 through Last Day of Each Fiscal Quarter [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest coverage ratio | 2.75% | ||||||||||||||
Amended And Restated Credit Agreement [Member] | If Leverage Ratio as of End of Any Fiscal Quarter is Greater than 2.00 to 1.00 and Amount Outstanding Under U.S. Facility at Any Time During such Fiscal Quarter was Greater than $0 [Member] | Revolving Credit U.S. Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Asset coverage ratio | 1.00% | ||||||||||||||
Amended And Restated Credit Agreement [Member] | If Leverage Ratio as of End of Any Fiscal Quarter is Greater than 2.00 to 1.00 and the Amount Outstanding Under the Canadian Facility at Any Time During such Fiscal Quarter was Greater than $0 [Member] | Revolving Credit Canadian Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Asset coverage ratio | 1.00% | ||||||||||||||
Amended And Restated Credit Agreement [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Leverage ratio | 2.00% | ||||||||||||||
Amended And Restated Credit Agreement [Member] | Minimum [Member] | US And Canadian Base Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument variable interest rate | 2.25% | ||||||||||||||
Amended And Restated Credit Agreement [Member] | Minimum [Member] | Eurocurrency Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument variable interest rate | 3.25% | ||||||||||||||
Amended And Restated Credit Agreement [Member] | Maximum [Member] | US And Canadian Base Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument variable interest rate | 3.00% | ||||||||||||||
Amended And Restated Credit Agreement [Member] | Maximum [Member] | Eurocurrency Rate [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument variable interest rate | 4.00% |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 24,255 | $ 90,836 |
Less debt issuance costs | 1,670 | |
Total debt, net | 24,255 | 89,166 |
Less: current portion | (3,204) | (772) |
Long-term debt | 21,051 | 88,394 |
Term Loan Under Prior Senior Secured Credit Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 90,836 | |
Less debt issuance costs | $ 1,700 | |
Senior Secured Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 20,000 | |
Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 2,880 | |
Equipment Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 1,375 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Mar. 03, 2017USD ($) |
Commitments and Contingencies [Abstract] | |
Proceeds from an arbitration case | $ 0.9 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Apr. 13, 2017 | Sep. 30, 2017item$ / sharesshares | Dec. 31, 2016$ / sharesshares | May 03, 2017shares | Apr. 27, 2017shares | Mar. 31, 2017shares |
Equity, Class of Treasury Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 225,000,000 | 54,000,000 | 225,000,000 | |||
Preferred stock, shares authorized (in shares) | 1 | 1 | 10,000,000 | 1 | ||
Preferred stock, shares issued (in shares) | 1 | 1 | ||||
Preferred stock, shares outstanding (in shares) | 1 | 1 | ||||
Voting rights entitled for each common stockholders | The holders of common stock are entitled to one vote for each share of common stock held. | |||||
Voting right for each share of common stock held | item | 1 | |||||
Common stock issuable for the exchangeable shares | 1,769,247 | 1,819,247 | ||||
Dividends declared | $ / shares | $ 0 | $ 0 | ||||
IPO [Member] | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock split ratio of all issued and outstanding shares of common stock | 3 | |||||
Common stock, shares authorized (in shares) | 225,000,000 | |||||
Preferred stock, shares authorized (in shares) | 10,000,000 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) $ in Thousands | Aug. 03, 2017 | Apr. 27, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Allocated share-based compensation expense | $ 2,100 | $ 300 | $ 3,900 | $ 1,000 | |||
Liquidity Awards [Member] | |||||||
Dividend yield | 0.00% | ||||||
2012 Equity Incentive Plan [Member] | Liquidity Awards [Member] | |||||||
Share-based compensation vesting period | 3 years | ||||||
Share-based compensation cost not yet recognized | $ 17,200 | $ 10,100 | |||||
Share-based compensation cost recognition period | 3 years | ||||||
Employee Stock Purchase Plan [Member] | |||||||
Aggregate number of shares of common stock reserved for issuance and sale pursuant to the ESPP | 2,000,000 | ||||||
Maximum annual contributions per employee (percent) | 18.00% | ||||||
Maximum annual contributions amount per employee | $ 25 | ||||||
Purchase price of common stock expressed as a percentage of its fair value | 85.00% | ||||||
Employee Stock Purchase Plan [Member] | First Offering Period Under ESPP November 1, 2017 - December 31, 2018 [Member] | |||||||
Maximum annual contributions amount per employee | $ 50 |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Liquidity Awards) (Details) - Liquidity Awards [Member] | Apr. 27, 2017 |
Expected volatility | 44.40% |
Average risk free interest rate | 1.70% |
Expected term (in years) | 4 years 7 months 6 days |
Expected dividends | 0.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Contingency [Line Items] | ||||
Income tax expense (benefit) | $ 777 | $ (822) | $ 2,022 | $ (7,935) |
Effective tax rate | 18.00% | (74.60%) | 28.20% | (31.80%) |
Income tax interest and penalties | $ 2 | $ 100 | ||
Tax Expense Impacted Effective Tax Rate As Result Of Filing Of Prior Year Canadian Tax Returns [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Income tax expense (benefit) | $ 600 |
Earnings (Loss) Per Common Sh48
Earnings (Loss) Per Common Share (Reconciliation of Numerator and Denominator for Calculating Earnings (Loss) Per Common Share from Net Income (Loss)) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator—Basic | ||||
Net income (loss) | $ 3,541 | $ (280) | $ 5,144 | $ (16,997) |
Less: income attributable to participating shares | 138 | 224 | ||
Less: income (loss) attributable to non-controlling interest | 155 | (301) | ||
Net income (loss) attributable to NCS Multistage Holdings, Inc.—Basic | 3,248 | (280) | 5,221 | (16,997) |
Numerator—Diluted | ||||
Net income (loss) | 3,541 | (280) | 5,144 | (16,997) |
Less: income (loss) attributable to non-controlling interest | 155 | (301) | ||
Net income (loss) attributable to NCS Multistage Holdings, Inc.—Diluted | $ 3,386 | $ (280) | $ 5,445 | $ (16,997) |
Denominator | ||||
Basic weighted average number of shares (in shares) | 43,676,000 | 34,005,000 | 39,329,000 | 34,008,000 |
Exchangeable shares for common stock (in shares) | 1,769,000 | 1,792,000 | ||
Dilutive effect of other equity awards (in shares) | 1,674,000 | 1,416,000 | ||
Diluted weighted average number of shares (in shares) | 47,119,000 | 34,005,000 | 42,537,000 | 34,008,000 |
Earnings (loss) per common share | ||||
Basic (in dollars per share) | $ 0.07 | $ (0.01) | $ 0.13 | $ (0.50) |
Diluted (in dollars per share) | $ 0.07 | $ (0.01) | $ 0.13 | $ (0.50) |
Potentially dilutive securities excluded as anti-dilutive | 2,561,000 | 2,526,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | May 03, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||||||
Long-term note receivable due from related party | $ 800 | |||||
Purchase of services and grease from related party | $ 0 | $ 0 | $ 21 | $ 49 | ||
IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 9,500,000 | |||||
IPO [Member] | Preferred Stockholder [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 50,000 |
Segment and Geographic Inform50
Segment and Geographic Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2017segment | |
Segment and Geographic Information [Abstract] | |
Number of reportable segments | 1 |