Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 07, 2018 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 44,482,948 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 274.7 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 33,809 | $ 18,275 |
Accounts receivable - trade, net | 47,880 | 32,116 |
Inventories | 33,135 | 17,017 |
Prepaid expenses and other current assets | 1,616 | 2,445 |
Other current receivables | 1,369 | 3,053 |
Deferred income taxes, net | 2,116 | |
Total current assets | 117,809 | 75,022 |
Noncurrent assets | ||
Property and equipment, net | 23,651 | 9,759 |
Goodwill | 184,478 | 122,077 |
Identifiable intangibles, net | 136,412 | 118,697 |
Deposits and other assets | 1,563 | 1,272 |
Total noncurrent assets | 346,104 | 251,805 |
Total assets | 463,913 | 326,827 |
Current liabilities | ||
Accounts payable—trade | 7,448 | 10,258 |
Accrued expenses | 6,673 | 3,290 |
Income taxes payable | 10,561 | |
Other current liabilities | 1,673 | 3,223 |
Current maturities of long-term debt | 5,334 | 772 |
Total current liabilities | 31,689 | 17,543 |
Noncurrent liabilities | ||
Long-term debt, less current maturities | 21,702 | 88,394 |
Contingent consideration | 12,835 | |
Other long-term liabilities | 4,513 | 717 |
Deferred income taxes, net | 24,183 | 42,695 |
Total noncurrent liabilities | 63,233 | 131,806 |
Total liabilities | 94,922 | 149,349 |
Commitments and contingencies (Note 9) | ||
Stockholders' Equity | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, one share issued and outstanding at December 31, 2017 and one share authorized, issued and outstanding at December 31, 2016 | ||
Common stock, $0.01 par value, 225,000,000 shares authorized, 43,931,484 shares issued and 43,913,136 shares outstanding at December 31, 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 | 399,426 | 237,566 |
Accumulated other comprehensive loss | (66,707) | (82,015) |
Retained earnings | 23,864 | 21,762 |
Treasury stock, at cost; 18,348 shares at December 31, 2017 and at December 31, 2016 | (175) | (175) |
Total stockholders’ equity | 356,847 | 177,478 |
Non-controlling interest | 12,144 | |
Total equity | 368,991 | 177,478 |
Total liabilities and stockholders' equity | $ 463,913 | $ 326,827 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 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) | 43,931,484 | 34,024,326 |
Common stock, shares outstanding (in shares) | 43,913,136 | 34,005,978 |
Treasury stock, shares (in shares) | 18,348 | 18,348 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | |||
Product sales | $ 144,666 | $ 73,220 | $ 80,079 |
Services | 56,968 | 25,259 | 33,926 |
Total revenues | 201,634 | 98,479 | 114,005 |
Cost of sales | |||
Cost of product sales, exclusive of depreciation and amortization expense shown below | 76,288 | 40,511 | 40,160 |
Cost of services, exclusive of depreciation and amortization expense shown below | 22,504 | 13,322 | 14,553 |
Total cost of sales, exclusive of depreciation and amortization expense shown below | 98,792 | 53,833 | 54,713 |
Selling, general and administrative expenses | 64,707 | 37,061 | 37,804 |
Depreciation | 3,193 | 1,766 | 2,695 |
Amortization | 24,458 | 23,801 | 24,576 |
Change in fair value of contingent consideration | 5,525 | ||
Income (loss) from operations | 4,959 | (17,982) | (5,783) |
Other income (expense) | |||
Interest expense, net | (4,306) | (6,286) | (8,064) |
Other income (expense), net | 1,085 | 45 | (131) |
Foreign currency exchange gain (loss) | 224 | (2,522) | 25,779 |
Total other (expense) income | (2,997) | (8,763) | 17,584 |
Income (loss) before income tax | 1,962 | (26,745) | 11,801 |
Income tax expense (benefit) | 670 | (8,818) | (16,224) |
Net income (loss) | 1,292 | (17,927) | 28,025 |
Net loss attributable to non-controlling interest | (810) | ||
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ 2,102 | $ (17,927) | $ 28,025 |
Earnings (loss) per common share | |||
Basic earnings (loss) per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | $ 0.05 | $ (0.53) | $ 0.88 |
Diluted earnings (loss) per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | $ 0.05 | $ (0.53) | $ 0.86 |
Weighted average common shares outstanding | |||
Basic | 40,484 | 34,008 | 29,966 |
Diluted | 43,583 | 34,008 | 32,433 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | |||
Net income (loss) | $ 1,292 | $ (17,927) | $ 28,025 |
Foreign currency translation adjustments, net of tax of $0 | 15,308 | 6,655 | (43,280) |
Comprehensive income (loss) | 16,600 | (11,272) | (15,255) |
Comprehensive loss attributable to non-controlling interest | (810) | ||
Comprehensive income (loss) attributable to NCS Multistage Holdings, Inc. | $ 17,410 | $ (11,272) | $ (15,255) |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | |||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Non-controlling Interest [Member] | Total |
Beginning balance at Dec. 31, 2014 | $ 298 | $ 194,840 | $ (45,390) | $ 11,664 | $ 161,412 | |||
Beginning balance, shares at Dec. 31, 2014 | 1 | 29,826,669 | ||||||
Share-based compensation | 1,313 | 1,313 | ||||||
Net income (loss) | 28,025 | 28,025 | ||||||
Contributions/Issuance of common stock upon IPO, net of offering costs | $ 42 | 39,957 | 39,999 | |||||
Contributions/Issuance of common stock upon IPO, net of offering costs, shares | 4,187,022 | |||||||
Currency translation adjustment | (43,280) | (43,280) | ||||||
Ending balance at Dec. 31, 2015 | $ 340 | 236,110 | (88,670) | 39,689 | 187,469 | |||
Ending balance, shares at Dec. 31, 2015 | 1 | 34,013,691 | ||||||
Share-based compensation | 1,354 | 1,354 | ||||||
Treasury shares purchased at cost | $ (175) | (175) | ||||||
Treasury shares purchased at cost. shares | 18,348 | |||||||
Net income (loss) | (17,927) | (17,927) | ||||||
Contributions/Issuance of common stock upon IPO, net of offering costs | 102 | 102 | ||||||
Contributions/Issuance of common stock upon IPO, net of offering costs, shares | 10,635 | |||||||
Currency translation adjustment | 6,655 | 6,655 | ||||||
Ending balance at Dec. 31, 2016 | $ 340 | 237,566 | (82,015) | 21,762 | $ (175) | 177,478 | ||
Ending 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 | 6,108 | 6,108 | ||||||
Net income (loss) | 2,102 | (810) | 1,292 | |||||
Contributions/Issuance of common stock upon IPO, net of offering costs | $ 95 | 148,841 | 148,936 | |||||
Contributions/Issuance of common stock upon IPO, net of offering costs, shares | 9,550,000 | |||||||
Exercise of stock options | 8 | 8 | ||||||
Exercise of stock options, shares | 1,500 | |||||||
Currency translation adjustment | 15,308 | 15,308 | ||||||
Ending balance at Dec. 31, 2017 | $ 439 | $ 399,426 | $ (66,707) | $ 23,864 | $ (175) | $ 12,144 | $ 368,991 | |
Ending balance, shares at Dec. 31, 2017 | 1 | 43,931,484 | 18,348 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net income (loss) | $ 1,292 | $ (17,927) | $ 28,025 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 27,651 | 25,567 | 27,271 |
Amortization of deferred loan cost | 444 | 740 | 945 |
Share-based compensation | 6,108 | 1,354 | 1,313 |
Provision for doubtful accounts receivable | 113 | ||
Provision for inventory obsolescence | 2,415 | 1,544 | |
Deferred income tax benefit | (18,959) | (9,266) | (11,300) |
(Gain) loss on sale of property and equipment | (33) | (143) | 744 |
Foreign exchange (gain) loss on financing item | (1,760) | 2,576 | (26,277) |
Deferred loan costs | 1,422 | ||
Change in fair value of contingent consideration | 5,525 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable—trade | (9,490) | (6,482) | 16,297 |
Inventories | (10,608) | 3,540 | 4,159 |
Prepaid expenses and other assets | (114) | (119) | (195) |
Accounts payable—trade | (3,755) | 5,131 | (3,130) |
Accrued expenses | 2,843 | 1,861 | (6,672) |
Other liabilities | (247) | 1,209 | (2,842) |
Income taxes receivable/payable | 15,795 | 228 | (25,626) |
Net cash provided by operating activities | 16,114 | 10,684 | 4,369 |
Cash flows from investing activities | |||
Purchases of property and equipment | (5,366) | (1,157) | (890) |
Proceeds from sales of property and equipment | 354 | 317 | 424 |
Purchases of intangible assets | (54) | ||
Issuance of note receivable—related party | (755) | ||
Proceeds (funding) from short-term note receivable | 1,000 | (1,000) | |
Acquisitions of businesss, net of cash acquired | (81,155) | ||
Net cash used in investing activities | (85,221) | (1,840) | (1,221) |
Cash flows from financing activities | |||
Debt issuance cost | (1,195) | ||
Equipment note borrowings | 1,533 | ||
Payments on equipment note and capital leases | (704) | ||
Promissory note borrowings | 8,995 | ||
Payments on promissory note | (5,682) | ||
Line of credit borrowings | 20,000 | ||
Payment of deferred loan cost related to new credit agreement | (971) | ||
Payments related to public offering | (2,178) | (242) | |
Proceeds from related party note receivable | 752 | ||
Repayment of term note | (89,077) | (51,570) | |
Proceeds from the exercise of options for common stock, net | 9 | ||
Purchases of treasury stock | (175) | ||
Proceeds from issuance of common stock, net of offering costs | 151,356 | 102 | 39,999 |
Net cash provided (used) by financing activities | 84,033 | (315) | (12,766) |
Effect of exchange rate changes on cash and cash equivalents | 608 | 201 | (1,008) |
Net change in cash and cash equivalents | 15,534 | 8,730 | (10,626) |
Cash and cash equivalents beginning of period | 18,275 | 9,545 | 20,171 |
Cash and cash equivalents end of period | 33,809 | 18,275 | 9,545 |
Supplemental cash flow information | |||
Cash paid for interest, net of amounts capitalized | 3,023 | 5,447 | 9,381 |
Cash paid for income taxes (net of refunds) | 4,033 | 130 | $ 20,476 |
Noncash investing and financing activities | |||
Unpaid costs related to public offering | $ 708 | ||
Issuance of common stock for business acquisition | 6,907 | ||
Assets obtained by entering into a capital lease | $ 1,092 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization and Basis of Presentation [Abstract] | |
Organization and Basis of Presentation | Note 1. Organiz ation and Basis of Presentation Organization 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 are a Delaware corporation. We changed our name from Pioneer Super Holdings, Inc. to NCS Multistage Holdings, Inc. on December 13, 2016. Basis of Presentation Our accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany transactions have been eliminated in consolidation 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 Annual Report on Form 10-K (this “Form 10-K”) have been adjusted to reflect this stock split for all periods presented. 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. 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 Facility (see “Note 8. Debt”). 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 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include but are not limited to estimated losses on accounts receivables, estimated realizable value on excess and obsolete inventories, estimates related to fair value of reporting units for purposes of assessing possible goodwill impairment, expected future cash flows from long lived assets to support impairment tests, share based compensation, amounts of deferred taxes and income tax contingencies. Actual results could materially differ from those estimates. Foreign Currency Our functional currency is the U.S. Dollar (“USD”). The financial position and results of operations of our Canadian subsidiary are measured using the local currency as the functional currency. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters , revenues and expenses of the subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the consolidated balance sheet date. The resulting translation gain and loss adjustments have been recorded directly as a separate component of other comprehensive (loss) in the accompanying consolidated statements of comprehensive (loss), and changes in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations as incurred. Revenue Recognition We recognize revenue when it is determined that the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. We recognize revenue based upon a purchase order, contract or other persuasive evidence of an arrangement with the customer that includes a fixed or determinable price, provided that collectability is reasonably assured, but it does not include right of return or other similar provisions or other significant post-delivery obligations. Revenue is recognized generally for products upon installation and when the customer assumes the risks and rewards of ownership. In cases where services are being performed, we generally do not recognize revenue until a job has been completed, which includes a customer signature or acknowledgement and that there are no additional services or future performance obligation required by us. Rates for services are typically priced on a per day, per man-hour or similar basis that include both the cost of utilizing our downhole frac isolation assembly and our personnel required to supervise the operation of the assembly. Cash and Cash Equivalents We consider all highly liquid instruments purchased with an original maturity date of three months or less to be cash equivalents. These items are carried at cost, which approximates fair value. In accordance with ASC 230, Statements of Cash Flow , cash flows from our Canadian subsidiary are calculated based on our functional currency. As a result, amounts related to changes in assets and liabilities reported in the consolidated statements of cash flows will not necessarily agree to changes in the corresponding balances on the consolidated balance sheets. Concentration of Credit Risk Financial instruments that potentially subject us to credit risk are cash and cash equivalents and trade accounts receivable. Cash balances are maintained in financial institutions which, at times, exceed federally insured limits. We monitor the financial condition of the financial institutions in which the accounts are maintained and have not experienced any losses in such accounts. Substantially all of our sales are to customers whose activities are directly or indirectly related to the oil and gas industry. We generally extend credit to these customers and, therefore, collection of receivables is affected by the oil and gas industry economy. We perform ongoing credit evaluations as to the financial condition of our customers with respect to trade accounts receivables. Generally, no collateral is required as a condition of sale. For the years ended December 31, 2017, 2016 and 2015, there was one customer that accounted for 10% or more of the total revenue or 10% or more of the total accounts receivable balance at the end of the respective periods. We recognized revenue from this customer totaling $27.4 million, or 14% of 2017 total revenue for the year ended December 31, 2017, $25.5 million, or 26% of 2016 total revenue for the year ended December 31, 2016 and $35.1 million or 31% of 2015 total revenue for the year ended December 31, 2015. Amounts due from this customer included in trade accounts receivable in the accompanying consolidated balance sheets was $2.0 million as of December 31, 2017 and $7.8 million as of December 31, 2016. No other customer individually accounted for 10% or more of our consolidated revenue during 2017, 2016 and 2015 or trade receivable balance as of December 31, 2017 and 2016. Accounts Receivable, Trade and Allowance for Doubtful Accounts Trade accounts receivable are recorded at their invoiced amounts and do not bear interest. We perform ongoing credit evaluations of our clients and monitor collections and payments. We maintain an allowance for doubtful accounts for estimated losses that may result from the inability of our customers to make required payments. Earnings are charged with a provision for doubtful accounts based on a current review of the collectability of customer accounts by management. Such allowances are based upon several factors including, but not limited to credit approval practices, industry and customer historical experience as well as the current and projected financial condition of the specific customer. Accounts deemed uncollectible are applied against the allowance for doubtful accounts. As of December 31, 2017 and 2016, we have recorded $11 thousand and $0.1 million, respectively, in provisions for doubtful accounts. Inventories Inventories consist primarily of raw material, sliding sleeves components, assembled sliding sleeves, certain components used to internally construct our frac isolation assemblies and chemicals, in raw material or finished goods, used for frac diagnostics testing and reporting. Inventories are stated at the lower of cost or estimated net realizable value. Cost is determined at standard costs approximating the first-in first-out basis with the exception of chemical costs, which are determined using average costing. We continuously evaluate inventories, based on an analysis of inventory levels, historical sales experience and future sales forecasts, to determine obsolete, slow-moving and excess inventory. Adjustments to reduce such inventory to its estimated recoverable value have been recorded as an adjustment to cost of sales. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Equipment held under capital leases are stated at the present value of minimum lease payments. Expenditures for property and equipment and for items which substantially increase the useful lives of existing assets are capitalized at cost and depreciated over their estimated useful life utilizing the straight-line method. Routine expenditures for repairs and maintenance are expensed as incurred. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Leasehold improvements and property under capital leases are amortized over the shorter of the remaining lease term or useful life of the related asset. Depreciation expense includes amortization of assets under capital leases. The cost and related accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts, and any resulting gains or losses are recognized in other (expense) income, net in the year of disposal. Depreciation on property and equipment, including assets held under capital leases, is calculated using the straight-line method over the following useful service lives or lease term (which includes reasonably assured renewal periods): Years Buildings 30 Building equipment 5-15 Machinery and equipment 5-12 Furniture and fixtures 3-5 Computers and software 3-5 Vehicles and rental equipment 3-4 Leasehold improvements Lease term ( 1 - 4 ) We periodically assess potential impairment of our property and equipment, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on our overall valuation calculation using forward looking as well as historical computations to measure the value of our long-lived assets. If the overall valuation results are less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value. No impairment loss has been recognized for the years ended December 31, 2017, 2016 and 2015. Business Combinations, Goodwill and Intangible Assets Business combinations are accounted for under the acquisition method of accounting in accordance with FASB 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. For goodwill, an assessment for impairment is performed annually or, more frequently, when there is an indication an impairment may have occurred. We complete our annual impairment test for goodwill using an assessment date in the fourth quarter of each fiscal year. Goodwill is reviewed for impairment by comparing the carrying value of the reporting unit’s net assets (including allocated goodwill) to the fair value of the reporting unit. The fair value of the reporting unit is determined using a discounted cash flow approach. Determining the fair value of a reporting unit requires the use of estimates and assumptions. The principal estimates and assumptions that we use include revenue growth rates, operating margins, weighted average costs of capital, a terminal growth rate, and future market conditions. We believe that the estimates and assumptions used in impairment assessments are reasonable. All identifiable intangibles are amortized on a straight-line basis over the estimated useful life or term of related agreements. Deferred loan costs are amortized to interest expense using the effective interest method. These assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. We concluded that there was no impairment of goodwill or identifiable assets for the years ended December 31, 2017, 2016 or 2015. Income Taxes NCS Multistage Holdings, Inc. is taxed as a corporation as defined under the Internal Revenue Code. The liability method is used in accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when these differences are expected to reverse. The realizability of deferred tax assets are evaluated annually and a valuation allowance is provided if it is more likely than not that the deferred tax assets will not give rise to future benefits. We follow guidance in ASC 740 “Income Taxes” for uncertainty in income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. A valuation allowance to reduce deferred tax assets is established when is more likely than not that some portion or all the deferred tax assets will not be realized. As of December 31, 2017 and 2016, our valuation allowance was $18 thousand and $63 thousand, respectively. We recognize accrued interest and penalties related to uncertain tax positions in other income (expense) on the statements of operations. During the years ended December 31, 2017, 2016 and 2015, respectively, we recognized $0.2 million, $0.1 million and $0.1 million in interest and penalties. We had $0.6 milli on and $0.4 million in interest and penalties accrued at December 31, 2017 and 2016, respectively. We completed our analysis of our tax positions and believe there are no material uncertain tax positions that would require recognition in the consolidated financial statements as of December 31, 2017 and 2016. We believe that there are no tax positions taken or expected to be taken as of December 31, 2017 and 2016 that would significantly increase or decrease unrecognized tax benefits within the next twelve months following the balance sheet date. As of December 31, 2017 and 2016, there were no material amounts that had been accrued with respect to uncertain tax positions. One of our Canadian subsidiaries guaranteed the credit facilities of our U.S. entities until May 2017 when cash proceeds were received from the IPO, a portion of which was used to pay off the existing debt. Under U.S. federal income tax rules, this guarantee resulted in all of the earnings and profits of our Canadian subsidiary being subject to current U.S. tax. As a result of the 2017 Tax Act and a change in our permanent earnings reinvestment assertion, we have recognized a $3.9 million U.S. tax benefit for the reversal of our deferred tax liability on a portion of our differences between book value and tax basis in our Canadian subsidiary for which we are now asserting indefinite reinvestment. Therefore, as of December 31, 2017 no U.S. deferred tax liabilities have been recognized on the differences between book value and tax basis that we continue to indefinitely reinvest. As of December 31, 2016, we have recognized a U.S. deferred tax liability of $3.9 related to a portion of our book value and tax basis differences in our Canadian subsidiary for which we are unable to assert indefinite reinvestment. No U.S. deferred taxes have been recognized on $91.3 million and $52.1 million as of December 31, 2017 and 2016, respectively, of our book value and tax basis differences that we continue to indefinitely reinvest. Upon reversal of these book value and tax basis differences through dividends or otherwise, we may be subject to foreign withholding taxes. It is not practical, however, to estimate the amount of taxes that may be payable on the eventual remittance of these temporary differences after consideration of available foreign tax credits. We file income tax returns in the U.S., Canada and various state and foreign jurisdictions. Our U.S. income tax returns for 2011 and subsequent years remain open for examination. The Internal Revenue Service (“IRS”) commenced an examination of our U.S. income tax returns for 2011 through 2012 in the first quarter of 2014 which was completed in 2015. No tax adjustments were proposed. Additionally, the IRS commenced an examination of our U.S. income tax return for 2014 in the second quarter of 2016 which was completed in the second quarter of 2017. No tax adjustments were proposed. Share-Based Compensation We account for our stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock 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. We record forfeitures as they occur. Fair value of the share-based compensation was measured using the market price of the common stock for restricted stock units and the Black-Scholes model for options. We also have an employee stock purchase plan, 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 employee stock purchase plan will also be estimated using the Black-Scholes model. The Black-Scholes model for both options and the shares purchased under the employee stock purchase plan requires assumptions and estimates that affect the resultant values and hence the amount of compensation recognized. These assumptions include our stock price, expected stock price volatility over the term of the awards, expected term, risk free interest rate and expected dividends. 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. Shipping and Handling Fees and Cost Shipping and handling fees, if billed to customers, are included in revenues. Shipping and handling costs are classified as cost of revenues. Fair Value The carrying amounts for financial instruments classified as current assets and current liabilities approximate fair value, due to the short maturity of such instruments. The book values of other financial instruments, such as our debt under our Senior Credit Facility, approximates fair value because interest rates charged are similar to other financial instruments with similar terms and maturities and the rates vary in accordance with a market index in accordance with ASC 820—Fair Value measurement. For the financial assets and liabilities disclosed at fair value, fair value is determined as the exit price, or the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The established fair value hierarchy divides fair value measurement into three broad levels: · Level 1—inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; · Level 2—inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly or indirectly; and · Level 3—inputs are unobservable for the asset or liability, which reflect the best judgment of management. The financial assets and liabilities that are disclosed at fair value for disclosure purposes are categorized in one of the above three levels based on the lowest level input that is significant to the fair value measurement in its entirety. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment . For additional information on our Level 3 liabilities, see “Note 3. Acquisitions.” Earnings Per Share Basic income per share is calculated by dividing net income (loss) attributable to NCS Multistage Holdings, Inc., reduced for the allocation of net income (loss) attributable to participating security holders of exchangeable securities held in our indirect subsidiary, by the weighted-average number of common shares outstanding during the period. The participating security holders were allocated 4.2% , 0.0% and 5.7% of the net income for December 31, 2017, 2016 and 2015, respectively. The participating security holders are not contractually obligated to share in our losses, therefore, losses are not allocated to the participating security holders. The diluted income per share computation is calculated by dividing net income (loss) attributable to NCS Multistage Holdings, Inc. by the weighted-average number of common shares outstanding during the period, taking into effect, if any, of shares that would be issuable upon the exercise of outstanding stock options, unvested restricted stock units, purchases under the employee stock purchase plan and conversion of the participating security holders exchangeable securities, reduced by the number of shares purchased by us at cost, when such amounts are dilutive to the income per share calculation. Research and Development Research and development (“R&D”) costs are incurred both through engaging third parties to perform development activities under our coordination and management as well as through the utilization of our employees to create and develop new ideas and product. We incurred approximately $3.0 million, $3.3 million and $3.0 million in R&D costs for the years ended December 31, 2017, 2016 and 2015, respectively. These costs are recorded in selling, general and administrative expense on the consolidated statements of operations. Recent Accounting Pronouncements Pronouncements Adopted in 2017 In May 2017, the FASB issued Accounting Standards Update (“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 2017, 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 are 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 adopted the guidance in ASU 2017-04 effective April 1, 2017. In March 2016, 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 2015, 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 2017, 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, 2017, including interim periods within those periods. We will adopt ASU 2017-01 on January 1, 2018 and do not expect to have a material impact on our consolidated financial statements. In August 2016, 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 will adopt ASU 2016-15 on January 1, 2018 and do not expect to have a material impact on our consolidated financial statements. In February 2016, 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 2014, 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 put in place a team during the second quarter of 2017, including a third-party consultant, to assess the impacts of the new standard and to develop and carry out our implementation plan. The team reviewed our revenue streams and compared our historical accounting policies and practices to the new accounting guidance. The review also included our acquisitions of Spectrum and Repeat Precision, LLC (“Repeat Precision”). Based upon the analysis, we will adopt and apply the modified retrospective method of transition on January 1, 2018. We have concluded that the adoption of this ASU will not have a material impact on our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Acquisitions [Abstract] | |
Acquisitions | Note 3. Acquisitions 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 Senior Secured Credit Facility. We believe Spectrum’s tracer diagnostics services strengthens 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 additional cash consideration to Spectrum’s former unitholders if Spectrum’s actual gross profit during the earn-out period that commenced 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 contingent consideration 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 consolidated statements of operations as a change in fair value of contingent consideration. As of December 31, 2017, the earn-out had a value of $3.4 million. During the year ended December 31, 2017, we recognized $ 3.0 million as a change in fair value of contingent consideration expense in the 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 $ 12.8 million and net income of $0.3 million to us for the period from September 1, 2017 to December 31, 2017. The net income included a one-time charge of $0.4 million of income tax expense related to the U.S. transition tax on its unremitted foreign earnings. 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. The pro forma 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 unaudited selected financial information on a pro forma basis (in thousands, except per share data): Pro Forma (Unaudited) Year Ended December 31, 2017 2016 Revenue $ 220,478 $ 117,211 Net income (loss) attributable to NCS Multistage Holdings, Inc. $ 1,664 $ (19,442) Diluted earnings (loss) per share $ 0.04 $ (0.57) The purchase price is allocated to the estimated fair value of assets acquired and liabilities assumed as of the acquisition date. Goodwill 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 in formation. We have recognized $40.2 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 $1.0 million during the years ended December 31, 2017 and 2016, respectively, which were included in general and administrative expense on our consolidated statements of operations. The following table summarizes the consideration and the assets acquired at the Spectrum closing date (in thousands): Consideration Cash consideration $ 76,485 Equity consideration 6,907 Earn-out liability recognized 352 Total consideration $ 83,744 Preliminary purchase price allocation Cash $ 1,326 Accounts receivable 4,648 Inventories 3,761 Other current assets 480 Property and equipment 4,725 Intangible assets 31,900 Other long-term assets 26 Total identifiable assets acquired 46,866 Accounts payable—trade 454 Accrued expenses 436 Income taxes payable 228 Other current liabilities 44 Deferred tax liability 956 Other long-term liabilities 1,191 Total liabilities assumed 3,309 Net identifiable assets acquired 43,557 Goodwill 40,187 Net assets acquired $ 83,744 The amount allocated to intangible assets was attributed to the following categories (in thousands): Estimated Useful Fair Value Lives (Years) Technology $ 5,600 16 Trademarks 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 consolidated statements of operations. Amortization expense for the intangible assets for the Spectrum acquisition was $0.6 million for the year ended December 31, 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 at the acquisition date as a contingent adjustment to the purchase price in the amount of $7.0 million, which was included in contingent consideration 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 Repeat Precision’s 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 consolidated statements of operations as a change in fair value of contingent consideration. As of December 31, 2017, the earn-out had a value of $ 9.4 million. During the year ended December 31, 2017, we recognized $ 2.5 million as a change in fair value of contingent consideration expense in the 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 determined that the transaction was a business combination and used the acquisition method of accounting 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 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 $0.4 million for the year ended December 31, 2017. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventories [Abstract] | |
Inventories | Note 4. Inventories Inventories consist of the following as of December 31, 2017 and 2016 (in thousands): December 31, December 31, 2017 2016 Raw materials $ 2,412 $ 695 Work in process 623 688 Finished goods 30,100 15,634 $ 33,135 $ 17,017 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment Property and equipment by major asset class consist of the following as of December 31, 2017 and 2016 (in thousands): December 31, December 31, 2017 2016 Land $ 2,167 $ 2,026 Building and improvements 5,155 4,517 Machinery and equipment 13,418 1,983 Computers and software 2,157 1,345 Furniture and fixtures 1,013 916 Vehicles 5,751 2,475 Service equipment 244 1,964 29,905 15,226 Less: Accumulated depreciation and amortization (7,012) (5,763) 22,893 9,463 Construction in progress 758 296 Property and equipment, net $ 23,651 $ 9,759 Depreciation expense and amortization for property and equipment totaled $3.2 million, $1.8 million and $2.7 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. We lease vehicles for our transportation fleet, which are included in the table above. See “Note 8. Debt” for the related amortization expense. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangibles | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Goodwill and Identifiable Intangibles | Note 6. Goodwill and Identifiable Intangibles Changes in the carrying amount of goodwill is as follows (in thousands): At December 31, 2015 $ 119,283 Currency translation adjustment 2,794 At December 31, 2016 $ 122,077 Acquisitions 55,409 Currency translation adjustment 6,992 At December 31, 2017 $ 184,478 Identifiable intangibles by major asset class consist of the following (in thousands): December 31, 2017 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 14 - 16 $ 151,433 $ (52,730) $ 98,703 Trademarks 5 - 10 2,588 (1,042) 1,546 Customer relationships 10 - 21 41,058 (4,895) 36,163 Total identifiable intangibles $ 195,079 $ (58,667) $ 136,412 December 31, 2016 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 14 $ 138,026 $ (39,956) $ 98,070 Trademarks 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 Total amortization expense for the years ended December 31, 2017 , 2016 and 2015 was $24.5 million, $23.8 million and $24.0 million, respectively. The total weighted average amortization period is 15 years and estimated future amortization expense is as follows (in thousands): 2018 $ 13,327 2019 13,327 2020 13,327 2021 13,327 2022 13,327 Thereafter 69,777 Total $ 136,412 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 7. Accrued Expenses Accrued expenses consist of the following as of December 31, 2017 and 2016 (in thousands): December 31, December 31, 2017 2016 Accrued payroll and bonus $ 5,167 $ 850 Property and franchise taxes accrual 390 322 Accrual related to public offering — 1,153 Accrued acquisition related costs 25 618 Accrued other miscellaneous liabilities 1,091 347 $ 6,673 $ 3,290 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
Debt | Note 8. Debt Our long-term debt is as follows (in thousands): December 31, December 31, 2017 2016 Term loan under Prior Senior Secured Credit Facility $ — $ 90,836 Senior Secured Revolving Credit Facility 20,000 — Promissory note 3,313 — Equipment notes 1,295 — Capital leases 2,428 — Total 27,036 90,836 Less debt issuance costs — 1,670 Total debt, net 27,036 89,166 Less: current portion (5,334) (772) Long-term debt $ 21,702 $ 88,394 The estimated fair value of total debt for the periods ended December 31, 2017 and December 31, 2016 was $26.7 million and $92.8 million, respectively. The carrying value of the Senior Secured Revolving Credit Facility as of December 31, 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 Facility 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 “Prior 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 Prior 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 Prior 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 Prior 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 $1.7 million and $5.5 million for the years ended December 31, 2017 and 2016, respectively. 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 Prior 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, 2016. As a result of the payment of the loan in full on May 4, 2017, we expensed the remainder of the deferred loan costs of $1.4 million as a component of interest expense, net in the consolidated statements of operations. In February 2017, to ensure compliance with non-financial covenants per the Prior 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”). 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 “Senior Secured Credit Facility”). The Credit Agreement amended and restated the Prior Credit Agreement in its entirety. The Senior Secured Credit Facility will mature on May 4, 2020 . The Senior Secured Credit Facility originally consisted 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”). The Amendment increased the loan commitment available to the U.S. Borrower 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 December 31, 2017 , we had $20.0 million in outstanding indebtedness under the U.S. Facility. We incurred interest expense related to the Senior Secured Credit Facility of $0.4 million for the year ended December 31, 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 the Company’s leverage ratio. The applicable interest rate at December 31, 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, 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 December 31, 2017, we were in compliance with these financial 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 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 $0.2 million was included in interest expense, net for the year ended December 31, 2017. Promissory Note On February 27, 2017, Repeat Precision entered into a promissory note with Security State Bank & Trust, Fredericksburg, 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 December 31, 2017, the outstanding balance on the promissory note was $3.3 million. Equipment Notes In February 2017, Repeat Precision entered into an 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 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 December 31, 2017, the outstanding balance on the equipment note was $0.6 million. In April 2017, 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 December 31, 2017, the outstanding balance on the equipment note was $0.7 million. Future principal payments on the Senior Secured Credit Facility, promissory note and equipment notes for each of the years ending December 31, are as follows (in thousands): 2018 $ 4,184 2019 190 2020 20,200 2021 34 $ 24,608 Capital Leases We have entered into various capital lease agreements which expire at various dates through 2021. Total capital lease amortization expense was $0.4 million for the year ended December 31, 2017 and $0.2 million for each of the years ended December 31, 2016 and 2015. Future minimum lease payments under capital leases at December 31, 2017, together with the present value of the minimum lease payments, are as follows (in thousands): 2018 $ 1,286 2019 847 2020 332 2021 196 Subtotal 2,661 Less: amount representing interest (233) Present value of payments $ 2,428 Property under capital leases included within property and equipment consisted of the following at December 31, 2017 and 2016 (in thousands): December 31, December 31, 2017 2016 Vehicles $ 3,584 $ 1,025 Assets under capital leases 3,584 1,025 Less: accumulated amortization (785) (439) Net assets under capital leases $ 2,799 $ 586 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 9. 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 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 2017. This was recorded as other income (expense), net in our consolidated statements of operations for the year ended December 31, 2017. Operating Leases We have entered into certain operating lease commitments for buildings and office equipment, which expire at various dates through December 2022. Total rental expense charged to consolidated statements of operations was $2.4 million for the year ended December 31, 2017 and $2.1 million for each of the years ended December 31, 2016 and 2015. Minimum rental payments under non-cancelable operating leases which have terms in excess of one year as of December 31, 2017, are as follows (in thousands): 2018 $ 2,983 2019 1,738 2020 485 2021 298 2022 93 Total payments $ 5,597 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 10. Stockholders’ Equity As disclosed in “Note 1 . Basis of Presentation”, on April 13, 2017 our board of directors (“Board”) 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 consolidated financial statements have been adjusted to reflect this stock split for all periods presented. We currently have common stock and preferred stock outstanding. 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 us was increased from 54,000,000 to 225,000,000 and the number of our authorized shares of preferred stock was increased from one share to 10,000,000 shares. As of December 31, 2017 and 2016, 43,913,136 and 34,005,978 shares of common stock were outstanding, respectively. Additionally, one share of preferred stock, designated as the “Special Voting Share” in our amended and restated certificate of incorporation, was issued and outstanding as of December 31, 2017 and December 31, 2016. 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, 2017, 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 December 31, 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 December 31, 2017 or December 31, 2016. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 11. Share-Based Compensation Equity Incentive Plans We maintain three equity incentive plans for the benefit of our employees, directors and other service providers: our 2011 Equity Incentive Plan (the “2011 Plan”), our 2012 Equity Incentive Plan ( the “2012 Plan”) and our 2017 Equity Incentive Plan (the “2017 Plan”). The following is a summary of certain features of the 2011 Plan, 2012 Plan and the 2017 Plan. 2011 Plan The 2011 Plan provided awards to employees, directors and consultants of NCS Energy Holdings, LLC . In connection with Advent’s acquisition on December 20, 2012 , we assumed the options under the 2011 Plan and converted them into options to purchase shares of our common stock. There remains 649,047 options outstanding and exercisable that were granted pursuant to the 2011 Plan as of December 31, 2017. 2012 Plan The 2012 Plan provided awards to our employees, directors and consultants prior to our IPO. We no longer grant awards under the 2012 Plan. The 2012 Plan is administered by the Compensation, Nominating and Governance Committee of our Board. The 2012 Plan has a total of 2,463,501 shares authorized for issuance. Awards granted under the 2012 Plan will remain outstanding until the earlier of exercise, forfeiture, cancellation or expiration. There remains 2,462,001 options outstanding and 934,323 options exercisable that were granted pursuant to the 2012 Plan as of December 31, 2017. 2017 Plan The 2017 Plan was adopted in connection with our IPO and provides for awards of stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock awards and performance awards. Awards under the 2017 Plan may be granted to any employee, non-employee director, consultant or other personal service provider to us or any of our subsidiaries. The 2017 Plan is administered by a plan administrator, which is the Compensation, Nominating and Governance Committee or such other committee of the Board or the Board as a whole, in each case as determined by the Board. The 2017 Plan was established with the authorization for grants of up to of 4,532,523 shares of authorized but unissued shares of common stock. As of December 31, 2017, the total number of shares available for future issuance under the 2017 Plan is 4,352,382 . Stock Options Stock options granted under the 2012 Plan and the 2017 Plan generally vest annually in equal increments over three or five years and have a 10 - year term. Before our IPO, we issued certain stock options that were to vest only in connection with a change of control (the “Liquidity Options”). In connection with the IPO, the Liquidity Options were amended for 22 employees 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 modified Liquidity Options are still subject to accelerated vesting upon a company sale , as defined in our 2012 Equity Incentive Plan . We estimate the fair value of each option grant using the Black-Scholes option-pricing model. The Black-Scholes option pricing model requires estimates of key assumptions based on both historical information and management judgment regarding market factors and trends. Determining the appropriate fair value model and calculating the fair value of options requires the input of highly subjective assumptions, including the expected volatility of the price of our stock, the risk-free rate, the expected term of the options and the expected dividend yield of our common stock. 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. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our share-based compensation expense could be materially different in the future. The weighted average assumptions used to estimate the fair value of stock options granted in 2017, 2016 and 2015 are as follows: Year Ended December 31, 2017 2016 2015 Expected volatility 44.4 % 42 - 44.7 % 43.0 % Average risk free interest rate 2.0 % 1.7 % 2.3 % Expected term (in years) 6.0 6.5 6.5 Expected dividends — % — % — % As a result of the modification of the terms of the Liquidity Options, we estimated the fair value of the Liquidity Options on April 27, 2017, the amendment date, using the Black -Scholes option-pricing model. T he total unamortized compensation expense was valued at $17.2 million at April 27, 2017, the amendment date, compared to $10.1 million at December 31, 2016. The weighted average assumptions used to estimate the fair value of the Liquidity Options were as follows: Expected volatility 44.4 % Average risk free interest rate 1.7 % Expected term (in years) 4.6 Expected dividends — % The following table summarizes stock option activity during the years ended December 31, 2017, 2016, and 2015: 2012 Equity Plan and 2017 Equity Plan Service Based Options Liquidity Options Total Options Service Based Weighted Average Exercise Price Liquidity Based Weighted Average Exercise Price Service Based Weighted Average Remaining Contractual Life (Years) Liquidity Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2015 973,173 1,436,073 2,409,246 $ 6.13 $ 6.35 7.05 7.03 Granted during the year 24,348 46,533 70,881 9.55 9.58 Exercised during the year — — — — — Forfeited during the year (6,651) (9,975) (16,626) 5.88 5.88 Outstanding at December 31, 2016 990,870 1,472,631 2,463,501 $ 6.01 $ 6.19 6.19 6.19 Granted during the year 12,647 — 12,647 17.00 — Exercised during the year (1,500) — (1,500) 5.88 — Forfeited during the year — — — — — Outstanding at December 31, 2017 1,002,017 1,472,631 2,474,648 $ 6.15 $ 6.19 5.24 5.19 Unvested as of December 31, 2017 67,694 1,472,631 1,540,325 10.01 6.19 Exercisable as of December 31, 2017 934,323 — 934,323 $ 5.87 $ — 5.07 — The weighted average grant-date fair value of service-based option awards granted during the years 2017, 2016, and 2015 was $7.61 , $4.58 and $6.62 , respectively. The weighted average grant-date fair value of the Liquidity Options at the amendment date of April 27, 2017 was $11.69 . Aggregate intrinsic value represents the difference between our estimated fair value of common stock and the exercise price of outstanding in the money options. As of December 31, 2017, our outstanding, unvested and exercisable aggregate intrinsic values were $21.2 million, $12.9 million and $8.3 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2017 was $14 thousand. No shares were exercised during the years ended December 31, 2016 and 2015. Restricted Stock Units Upon completion of our IPO and pursuant to the 2017 Plan, we began granting restricted stock units (“RSUs”). We account for RSUs granted to employees at fair value on the date of grant, which we measure as the closing price of our stock on the date of grant, and recognize the compensation expense in the financial statements over the requisite service period. Currently outstanding RSUs generally vest over a period of one or three years from the date of grant. The following is a summary of RSU activity under the 2017 Plan: Number of Awards Weighted Average Grant Date Fair Value Non-vested at December 31, 2016 — $ — Granted 167,494 18.78 Non-vested at December 31, 2017 167,494 $ 18.78 Employee Stock Purchase Plan On August 3, 2017, our board of directors adopted our 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 2,000,000 shares of our common stock reserved for issuance and sale pursuant to the ESPP. The first offering period under our ESPP began on October 16, 2017 and ends on December 31, 2018. We believe future 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. The fair value of the ESPP was estimated using the Black-Scholes model with the following assumptions and resulting weighted-average fair value per share: Year Ended December 31, 2017 Expected volatility 38.8 % Average risk free interest rate 1.4 % Expected dividends — % Weighted-average fair value per share $ 7.16 Total Share Based Compensation Expense The following table summarizes share-based compensation expense recognized in selling, general and administrative expense in our consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, respectively (in thousands): Year Ended December 31, 2017 2016 2015 Stock options $ 5,218 $ 1,354 $ 1,313 Restricted stock units 775 - - ESPP 115 - - $ 6,108 $ 1,354 $ 1,313 At December 31, 2017, there was $16.0 million of total unrecognized compensation cost related to options and restricted stock, which we expect to recognize over approximately two years. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Employee Benefit Plan | Note 12. Employee Benefit Plan Our U.S. employees are eligible to participate in a 401(k) plan sponsored by us. All eligible employees may contribute a percentage of their compensation subject to a maximum imposed by the Internal Revenue Code. All of our contributions are discretionary. We suspended the matching program on April 30, 2015 but reinitiated it on January 1, 2016. Similarly, our Canadian employees are eligible to participate in the Group Registered Retirement Savings Program. All eligible employees may make tax deferred contributions to the plan. This matching program was also suspended on April 30, 2015 until January 1, 2016. Contributions made on behalf of Canadian employees by NCS are taxable income to the employee and may not exceed the Canadian Revenue Agency’s deduction limit for the given year. Our contributions were $0.8 million for the year ended December 31, 2017 and $0.6 million for each of the years ended December 31, 2016 and 2015, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | Note 13. Income Taxes The provision (benefit) from income taxes consists of the following for the years ended December 31, 2017, 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 Current tax expense (benefit) U.S. Federal $ 11,786 $ (505) $ (9,047) State 628 (145) 189 Foreign 7,215 1,098 3,934 Total current 19,629 448 (4,924) Deferred tax expense (benefit) U.S. Federal $ (14,389) $ (4,190) $ (7,608) State (299) (133) 253 Foreign (4,271) (4,943) (3,945) Total deferred (18,959) (9,266) (11,300) Total income taxes $ 670 $ (8,818) $ (16,224) The following is the domestic and foreign components of our income (loss) before income taxes for the years ended December 31, 2017, 2016 and 2015 (in thousands): Year Ended December 31, 2017 2016 2015 U.S. Federal $ (6,337) $ (15,221) $ 18,047 Foreign 8,299 (11,524) (6,246) Income (loss) before income tax $ 1,962 $ (26,745) $ 11,801 The following is a summary of the items that caused recorded income taxes to differ from income taxes computed using the statutory federal income tax rate for the years ended December 31, 2017, 2016 and 2015: Year Ended December 31, 2017 2016 2015 Income tax expense at federal statutory rate 35.0% 35.0% 35.0% Increase (decrease) in income taxes resulting from Noncontrolling interest losses 35.5% 0.0% 0.0% U.S. tax on foreign earnings 200.5% (3.6)% 20.2% Deferred tax adjustment for foreign book value and tax basis differences (197.3)% 1.8% (99.6)% Change in tax year for subsidiary 0.0% 0.0% (105.9)% Nondeductible expenses 36.6% (0.2)% 2.1% Non U.S. income taxed at different rates (16.9)% (3.6)% 4.3% Research and other tax credits (44.0)% 3.0% (6.3)% Effect of rate change on deferred tax (24.3)% 0.0% 16.2% Stock-based compensation 22.1% (0.5)% 1.0% Manufacturing deduction (23.8)% 0.3% (7.6)% State taxes 8.6% 0.8% 3.1% Change in valuation allowance (2.3)% 0.0% 0.0% Other 4.4% 0.0% 0.0% Income tax 34.1% 33.0% (137.5)% We recorded a tax expense (benefit) of $0.7 million, $(8.8) million and $(16.2) million for the years ended December 31, 2017, 2016 and 2015, respectively. For the years ended December 31, 2017, 2016 and 2015, our effective tax rate was 34.1% , 33.0% and ( 137.5% ) . The primary differences between these effective tax rates were due to several offsetting items, including the effects of recording tax expense for the 2017 Tax Act of $3.9 million, 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. and a tax benefit for the reversal of our deferred tax liability due to the change in our foreign unremitted earnings assertion of $3.9 million. During the first quarter of 2017, we 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 2017, a portion of which was used to pay off existing debt. The negative effective tax rate in 2015 was primarily due to a tax planning strategy and the effect of an adjustment of our deferred taxes liability on differences between book value and tax basis in our Canadian subsidiary. The tax planning strategy resulted in the Company receiving permission from a foreign tax authority to change the year end to conform to U.S. income tax reporting The 2017 Tax Act was signed into law on December 22, 2017. The 2017 Tax Act significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21% , eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries as of 2017, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. We recorded a tax benefit of $0.5 million for the remeasurement of federal net deferred tax liabilities resulting from the permanent reduction in the U.S. statutory corporate tax rate to 21% from 35% and recorded a mandatory one-time tax on the accumulated earnings of our foreign subsidiaries of $4.4 million. Our preliminary estimate of the 2017 Tax Act and the remeasurement of our deferred tax assets and liabilities is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the 2017 Tax Act, changes to certain estimates and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the 2017 Tax Act may require further adjustments and changes in our estimates. The final determination of the 2017 Tax Act and the remeasurement of our deferred assets and liabilities will be completed as additional information becomes available, but no later than one year from the enactment of the 2017 Tax Act in accordance with SAB 118. Those adjustments may impact our provision for income taxes in the period in which the adjustments are made. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities as of December 31, 2017 and 2016 are as follows (in thousands): December 31, 2017 2016 Deferred tax assets Accruals not currently deductible $ 3,344 $ 2,829 Tax credit carryforwards — 872 Other 871 1,221 4,215 4,922 Valuation allowance for deferred tax assets (18) (63) Total deferred tax assets 4,197 4,859 Deferred tax liabilities Depreciation and amortization (27,404) (33,913) Foreign currency translation (358) (6,843) Foreign unremitted earnings — (3,869) Other (618) (813) Total deferred tax liabilities (28,380) (45,438) Net deferred tax liabilities $ (24,183) $ (40,579) The above are included in the accompanying consolidated balance sheet as follows (in thousands): December 31, 2017 2016 Deferred income tax assets—current $ — $ 2,116 Deferred income tax liabilities—noncurrent (24,183) (42,695) $ (24,183) $ (40,579) |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 14. Earnings Per Share The following table presents the reconciliation of the numerator and denominator for calculating earnings per share from net income (loss) (in thousands): Year Ended December 31, 2017 2016 2015 Numerator—Basic Net income (loss) $ 1,292 $ (17,927) $ 28,025 Less: income attributable to participating shares 55 — 1,604 Less: loss attributable to non-controlling interest (810) — — Net income (loss) attributable to NCS Multistage Holdings, Inc.––Basic $ 2,047 $ (17,927) 26,421 Numerator—Diluted Net income (loss) $ 1,292 $ (17,927) $ 28,025 Less: loss attributable to non-controlling interest (810) — — Net income (loss) attributable to NCS Multistage Holdings, Inc.––Diluted $ 2,102 $ (17,927) $ 28,025 Denominator Basic weighted average number of shares 40,484 34,008 29,966 Exchangeable shares for common stock 1,786 — 1,819 Dilutive effect of stock options, restricted stock and ESPP 1,313 — 648 Diluted weighted average number of shares 43,583 34,008 32,433 Earnings (loss) per common share Basic $ 0.05 $ (0.53) $ 0.88 Diluted $ 0.05 $ (0.53) $ 0.86 Potentially dilutive securities excluded as anti-dilutive — 2,601 — |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. 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. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment and Geographic Information [Abstract] | |
Segment and Geographic Information | Note 16. 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 (see “Note 1. Organization and Basis of Presentation”). Revenue by country for 2017, 2016 and 2015 is attributed based on the current billing address of the customer. The following table summarizes revenue by geographic area (in thousands): Year Ended December 31, 2017 2016 2015 United States Product Sales $ 41,261 $ 17,595 $ 24,857 Services 22,659 4,747 8,645 Total United States 63,920 22,342 33,502 Canada Product Sales 96,716 53,088 53,108 Services 31,183 16,994 21,801 Total Canada 127,899 70,082 74,909 Other Countries Product Sales 6,689 2,537 2,114 Services 3,126 3,518 3,480 Total Other Countries 9,815 6,055 5,594 Total Product Sales 144,666 73,220 80,079 Services 56,968 25,259 33,926 Total $ 201,634 $ 98,479 $ 114,005 The following table summarizes long-lived assets by geographic area (in thousands): December 31, December 31, 2017 2016 United States $ 14,714 $ 2,819 Canada 8,710 6,940 Other Countries 227 — $ 23,651 $ 9,759 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data (Unaudited) | Note 17. Quarterly Financial Data (Unaudited) The table below sets forth unaudited financial information for each quarter of the last two years (in thousands, except per share amounts): First Second Third Fourth Quarter Quarter Quarter Quarter 2017 Revenue $ 58,636 $ 36,857 $ 55,957 $ 50,184 Cost of sales 29,354 18,885 25,958 24,595 Income (loss) from operations 9,924 (5,609) 5,246 (4,602) Net income (loss) 6,348 (4,745) 3,541 (3,852) Net income (loss) attributable to NCS Multistage Holdings, Inc. 6,550 (4,491) 3,386 (3,343) Earnings (loss) per share: Basic (1) $ 0.18 $ (0.11) $ 0.07 $ (0.08) Diluted (1) $ 0.18 $ (0.11) $ 0.07 $ (0.08) 2016 Revenue $ 23,107 $ 11,281 $ 28,650 $ 35,441 Cost of sales 12,695 6,489 14,713 19,936 Loss from operations (4,266) (10,167) (1,017) (2,532) Net loss (8,126) (8,590) (280) (931) Net loss attributable to NCS Multistage Holdings, Inc. (8,126) (8,590) (280) (931) Loss per share: Basic (1) $ (0.24) $ (0.25) $ (0.01) $ (0.03) Diluted (1) $ (0.24) $ (0.25) $ (0.01) $ (0.03) ___________________________ (1) The sum of the individual quarterly earnings per share amounts may not agree with the annual amount reported as each quarterly computation is based on the weighted average number of common shares outstanding during the period . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent Events On February 14, 2018, we issued 442,312 shares of common stock to Cemblend Systems, Inc. (“Cemblend”) in exchange for shares of one of our wholly-owned subsidiaries. On February 16, 2018, we entered into Amendment No. 2 to the Credit Agreement. The amendment amends certain negative covenants contained in the Credit Agreement. |
Schedule I - Financial Statemen
Schedule I - Financial Statements | 12 Months Ended |
Dec. 31, 2017 | |
Schedule I - Financial Statements [Abstract] | |
Schedule I - Financial Statements | NCS MULTISTAGE HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS (In thousands, except share data) December 31, December 31, 2017 2016 Assets Current assets Cash and cash equivalents $ 1,498 $ 131 Accounts receivable—trade, net 4 4 Total current assets 1,502 135 Noncurrent assets Investment in subsidiaries 187,413 169,889 Loans to subsidiary companies 168,018 6,723 Long term note receivable — 751 Total noncurrent assets 355,431 177,363 Total assets $ 356,933 $ 177,498 Liabilities and Stockholders’ Equity Current liabilities Accrued expenses $ 86 $ 20 Total current liabilities 86 20 Total liabilities 86 20 Stockholders’ equity Preferred stock, $0.01 par value, 10,000,000 shares authorized, one share issued and outstanding at December 31, 2017 and one share authorized, issued and outstanding at December 31, 2016 — — Common stock, $0.01 par value, 225,000,000 shares authorized, 43,931,484 shares issued and 43,913,136 shares outstanding at December 31, 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 399,426 237,566 Accumulated other comprehensive loss (66,707) (82,015) Retained earnings 23,864 21,762 Treasury stock, at cost; 18,348 shares at December 31, 2017 and at December 31, 2016 (175) (175) Total stockholders’ equity 356,847 177,478 Total liabilities and stockholders' equity $ 356,933 $ 177,498 The accompanying notes are an integral part of these consolidated financial statements. NCS MULTISTAGE HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS (In thousands) Year Ended December 31, 2017 2016 2015 Equity in net income (loss) of subsidiaries $ 2,216 $ (17,840) $ 28,122 Other loss (114) (87) (97) Net income (loss) $ 2,102 $ (17,927) $ 28,025 The accompanying notes are an integral part of these consolidated financial statements. NCS MULTISTAGE HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS) (In thousands) Year Ended December 31, 2017 2016 2015 Net income (loss) $ 2,102 $ (17,927) $ 28,025 Foreign currency translation adjustments, net of tax of $0 15,308 6,655 (43,280) Comprehensive income (loss) $ 17,410 $ (11,272) $ (15,255) The accompanying notes are an integral part of these consolidated financial statements. NCS MULTISTAGE HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2017 2016 2015 Cash flows from operating activities Net income (loss) $ 2,102 $ (17,927) $ 28,025 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity in net (loss) income of subsidiaries (2,216) 17,840 (28,122) Accrued expenses 65 80 97 Net cash used by operating activities (49) (7) — Cash flows from investing activities Investment in subsidiaries — — (40,000) Issuance of note receivable—related party — — (755) Loans to affiliated company (151,196) — — Net cash used by investing activities (151,196) — (40,755) Cash flows from financing activities Contributions from shareholders — 102 39,999 Proceeds from related party note receivable 752 — — Proceeds from issuance of common stock, net of offering costs 151,860 — — Net cash provided by financing activities 152,612 102 39,999 Net change in cash and cash equivalents 1,367 95 (756) Cash and cash equivalents beginning of period 131 36 792 Cash and cash equivalents end of period $ 1,498 $ 131 $ 36 The accompanying notes are an integral part of these consolidated financial statements. NCS MULTISTAGE HOLDINGS, INC. (PARENT COMPANY ONLY) NOTES TO CONDENSED FINANCIAL STATEMENTS Note 1. Background and basis of presentation NCS Multistage Holdings, Inc. (the “Parent Company”) is a holding company that conducts substantially all of its business operations through its subsidiaries. The ability of the Parent Company’s subsidiaries to pay dividends is currently restricted by the terms of its credit agreement with a group of financial institutions. Substantially all of the net assets of the Parent Company’s consolidated subsidiaries are restricted. The accompanying condensed financial information includes the accounts of the Parent Company and, on an equity method basis, its investment in subsidiaries. Accordingly, these condensed financial statements have been presented on a “parent only” basis. These parent only financial statements should be read in conjunction with NCS Multistage Holdings, Inc. consolidated financial statements and related notes thereto included elsewhere herein. The condensed parent-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the subsidiaries of the Parent Company exceeds 25% of the consolidated net assets of the Parent Company. The ability of the Parent Company’s operating subsidiaries to pay dividends may be restricted due to terms of the subsidiaries financing arrangements (see “Note 8. Debt” of our consolidated financial statements). Note 2. Related Party Transactions As of December 31, 2016, the Company 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. As of December 31, 2017 and 2016, the Parent Company has total subsidiary loans between the subsidiaries and the Parent Company in the amount of $168.0 million and $6.7 million, respectively. Note 3. Commitments and Contingencies For discussion of the commitments and contingencies of the subsidiaries of the Parent Company see “Note 9. Commitments and Contingencies” of our consolidated financial statements. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | NCS MULTISTAGE HOLDINGS, INC. SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2017, 2016, AND 2015 (In thousands) Balance at Charges to Recoveries and Balance at Beginning of Period Costs and Expenses Write-Offs End of Period Accrued obsolescence for inventory December 31, 2017 $ 3,992 $ 1,192 $ (3,884) $ 1,300 December 31, 2016 1,577 5,082 (2,667) 3,992 December 31, 2015 83 1,494 — 1,577 |
Organization and Basis of Pre29
Organization and Basis of Presentation (Policy) | 12 Months Ended |
Dec. 31, 2017 | |
Organization and Basis of Presentation [Abstract] | |
Organization | Organization 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 are a Delaware corporation. We changed our name from Pioneer Super Holdings, Inc. to NCS Multistage Holdings, Inc. on December 13, 2016. |
Basis of Presentation | Basis of Presentation Our accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All intercompany transactions have been eliminated in consolidation |
Significant Accounting Policies
Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include but are not limited to estimated losses on accounts receivables, estimated realizable value on excess and obsolete inventories, estimates related to fair value of reporting units for purposes of assessing possible goodwill impairment, expected future cash flows from long lived assets to support impairment tests, share based compensation, amounts of deferred taxes and income tax contingencies. Actual results could materially differ from those estimates. |
Foreign Currency | Foreign Currency Our functional currency is the U.S. Dollar (“USD”). The financial position and results of operations of our Canadian subsidiary are measured using the local currency as the functional currency. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters , revenues and expenses of the subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the consolidated balance sheet date. The resulting translation gain and loss adjustments have been recorded directly as a separate component of other comprehensive (loss) in the accompanying consolidated statements of comprehensive (loss), and changes in stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations as incurred. |
Revenue Recognition | Revenue Recognition We recognize revenue when it is determined that the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. We recognize revenue based upon a purchase order, contract or other persuasive evidence of an arrangement with the customer that includes a fixed or determinable price, provided that collectability is reasonably assured, but it does not include right of return or other similar provisions or other significant post-delivery obligations. Revenue is recognized generally for products upon installation and when the customer assumes the risks and rewards of ownership. In cases where services are being performed, we generally do not recognize revenue until a job has been completed, which includes a customer signature or acknowledgement and that there are no additional services or future performance obligation required by us. Rates for services are typically priced on a per day, per man-hour or similar basis that include both the cost of utilizing our downhole frac isolation assembly and our personnel required to supervise the operation of the assembly. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid instruments purchased with an original maturity date of three months or less to be cash equivalents. These items are carried at cost, which approximates fair value. In accordance with ASC 230, Statements of Cash Flow , cash flows from our Canadian subsidiary are calculated based on our functional currency. As a result, amounts related to changes in assets and liabilities reported in the consolidated statements of cash flows will not necessarily agree to changes in the corresponding balances on the consolidated balance sheets. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject us to credit risk are cash and cash equivalents and trade accounts receivable. Cash balances are maintained in financial institutions which, at times, exceed federally insured limits. We monitor the financial condition of the financial institutions in which the accounts are maintained and have not experienced any losses in such accounts. Substantially all of our sales are to customers whose activities are directly or indirectly related to the oil and gas industry. We generally extend credit to these customers and, therefore, collection of receivables is affected by the oil and gas industry economy. We perform ongoing credit evaluations as to the financial condition of our customers with respect to trade accounts receivables. Generally, no collateral is required as a condition of sale. For the years ended December 31, 2017, 2016 and 2015, there was one customer that accounted for 10% or more of the total revenue or 10% or more of the total accounts receivable balance at the end of the respective periods. We recognized revenue from this customer totaling $27.4 million, or 14% of 2017 total revenue for the year ended December 31, 2017, $25.5 million, or 26% of 2016 total revenue for the year ended December 31, 2016 and $35.1 million or 31% of 2015 total revenue for the year ended December 31, 2015. Amounts due from this customer included in trade accounts receivable in the accompanying consolidated balance sheets was $2.0 million as of December 31, 2017 and $7.8 million as of December 31, 2016. No other customer individually accounted for 10% or more of our consolidated revenue during 2017, 2016 and 2015 or trade receivable balance as of December 31, 2017 and 2016. |
Accounts Receivable, Trade and Allowance for Doubtful | Accounts Receivable, Trade and Allowance for Doubtful Accounts Trade accounts receivable are recorded at their invoiced amounts and do not bear interest. We perform ongoing credit evaluations of our clients and monitor collections and payments. We maintain an allowance for doubtful accounts for estimated losses that may result from the inability of our customers to make required payments. Earnings are charged with a provision for doubtful accounts based on a current review of the collectability of customer accounts by management. Such allowances are based upon several factors including, but not limited to credit approval practices, industry and customer historical experience as well as the current and projected financial condition of the specific customer. Accounts deemed uncollectible are applied against the allowance for doubtful accounts. As of December 31, 2017 and 2016, we have recorded $11 thousand and $0.1 million, respectively, in provisions for doubtful accounts. |
Inventories | Inventories Inventories consist primarily of raw material, sliding sleeves components, assembled sliding sleeves, certain components used to internally construct our frac isolation assemblies and chemicals, in raw material or finished goods, used for frac diagnostics testing and reporting. Inventories are stated at the lower of cost or estimated net realizable value. Cost is determined at standard costs approximating the first-in first-out basis with the exception of chemical costs, which are determined using average costing. We continuously evaluate inventories, based on an analysis of inventory levels, historical sales experience and future sales forecasts, to determine obsolete, slow-moving and excess inventory. Adjustments to reduce such inventory to its estimated recoverable value have been recorded as an adjustment to cost of sales. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Equipment held under capital leases are stated at the present value of minimum lease payments. Expenditures for property and equipment and for items which substantially increase the useful lives of existing assets are capitalized at cost and depreciated over their estimated useful life utilizing the straight-line method. Routine expenditures for repairs and maintenance are expensed as incurred. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Leasehold improvements and property under capital leases are amortized over the shorter of the remaining lease term or useful life of the related asset. Depreciation expense includes amortization of assets under capital leases. The cost and related accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts, and any resulting gains or losses are recognized in other (expense) income, net in the year of disposal. Depreciation on property and equipment, including assets held under capital leases, is calculated using the straight-line method over the following useful service lives or lease term (which includes reasonably assured renewal periods): Years Buildings 30 Building equipment 5-15 Machinery and equipment 5-12 Furniture and fixtures 3-5 Computers and software 3-5 Vehicles and rental equipment 3-4 Leasehold improvements Lease term ( 1 - 4 ) We periodically assess potential impairment of our property and equipment, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on our overall valuation calculation using forward looking as well as historical computations to measure the value of our long-lived assets. If the overall valuation results are less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value. No impairment loss has been recognized for the years ended December 31, 2017, 2016 and 2015. |
Business Combinations, Goodwill and Intangible Assets | Business Combinations, Goodwill and Intangible Assets Business combinations are accounted for under the acquisition method of accounting in accordance with FASB 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. For goodwill, an assessment for impairment is performed annually or, more frequently, when there is an indication an impairment may have occurred. We complete our annual impairment test for goodwill using an assessment date in the fourth quarter of each fiscal year. Goodwill is reviewed for impairment by comparing the carrying value of the reporting unit’s net assets (including allocated goodwill) to the fair value of the reporting unit. The fair value of the reporting unit is determined using a discounted cash flow approach. Determining the fair value of a reporting unit requires the use of estimates and assumptions. The principal estimates and assumptions that we use include revenue growth rates, operating margins, weighted average costs of capital, a terminal growth rate, and future market conditions. We believe that the estimates and assumptions used in impairment assessments are reasonable. All identifiable intangibles are amortized on a straight-line basis over the estimated useful life or term of related agreements. Deferred loan costs are amortized to interest expense using the effective interest method. These assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. We concluded that there was no impairment of goodwill or identifiable assets for the years ended December 31, 2017, 2016 or 2015. |
Income Taxes | Income Taxes NCS Multistage Holdings, Inc. is taxed as a corporation as defined under the Internal Revenue Code. The liability method is used in accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when these differences are expected to reverse. The realizability of deferred tax assets are evaluated annually and a valuation allowance is provided if it is more likely than not that the deferred tax assets will not give rise to future benefits. We follow guidance in ASC 740 “Income Taxes” for uncertainty in income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. A valuation allowance to reduce deferred tax assets is established when is more likely than not that some portion or all the deferred tax assets will not be realized. As of December 31, 2017 and 2016, our valuation allowance was $18 thousand and $63 thousand, respectively. We recognize accrued interest and penalties related to uncertain tax positions in other income (expense) on the statements of operations. During the years ended December 31, 2017, 2016 and 2015, respectively, we recognized $0.2 million, $0.1 million and $0.1 million in interest and penalties. We had $0.6 milli on and $0.4 million in interest and penalties accrued at December 31, 2017 and 2016, respectively. We completed our analysis of our tax positions and believe there are no material uncertain tax positions that would require recognition in the consolidated financial statements as of December 31, 2017 and 2016. We believe that there are no tax positions taken or expected to be taken as of December 31, 2017 and 2016 that would significantly increase or decrease unrecognized tax benefits within the next twelve months following the balance sheet date. As of December 31, 2017 and 2016, there were no material amounts that had been accrued with respect to uncertain tax positions. One of our Canadian subsidiaries guaranteed the credit facilities of our U.S. entities until May 2017 when cash proceeds were received from the IPO, a portion of which was used to pay off the existing debt. Under U.S. federal income tax rules, this guarantee resulted in all of the earnings and profits of our Canadian subsidiary being subject to current U.S. tax. As a result of the 2017 Tax Act and a change in our permanent earnings reinvestment assertion, we have recognized a $3.9 million U.S. tax benefit for the reversal of our deferred tax liability on a portion of our differences between book value and tax basis in our Canadian subsidiary for which we are now asserting indefinite reinvestment. Therefore, as of December 31, 2017 no U.S. deferred tax liabilities have been recognized on the differences between book value and tax basis that we continue to indefinitely reinvest. As of December 31, 2016, we have recognized a U.S. deferred tax liability of $3.9 related to a portion of our book value and tax basis differences in our Canadian subsidiary for which we are unable to assert indefinite reinvestment. No U.S. deferred taxes have been recognized on $91.3 million and $52.1 million as of December 31, 2017 and 2016, respectively, of our book value and tax basis differences that we continue to indefinitely reinvest. Upon reversal of these book value and tax basis differences through dividends or otherwise, we may be subject to foreign withholding taxes. It is not practical, however, to estimate the amount of taxes that may be payable on the eventual remittance of these temporary differences after consideration of available foreign tax credits. We file income tax returns in the U.S., Canada and various state and foreign jurisdictions. Our U.S. income tax returns for 2011 and subsequent years remain open for examination. The Internal Revenue Service (“IRS”) commenced an examination of our U.S. income tax returns for 2011 through 2012 in the first quarter of 2014 which was completed in 2015. No tax adjustments were proposed. Additionally, the IRS commenced an examination of our U.S. income tax return for 2014 in the second quarter of 2016 which was completed in the second quarter of 2017. No tax adjustments were proposed. |
Share-Based Compensation | Share-Based Compensation We account for our stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock 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. We record forfeitures as they occur. Fair value of the share-based compensation was measured using the market price of the common stock for restricted stock units and the Black-Scholes model for options. We also have an employee stock purchase plan, 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 employee stock purchase plan will also be estimated using the Black-Scholes model. The Black-Scholes model for both options and the shares purchased under the employee stock purchase plan requires assumptions and estimates that affect the resultant values and hence the amount of compensation recognized. These assumptions include our stock price, expected stock price volatility over the term of the awards, expected term, risk free interest rate and expected dividends. 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. |
Shipping and Handling Fees and Cost | Shipping and Handling Fees and Cost Shipping and handling fees, if billed to customers, are included in revenues. Shipping and handling costs are classified as cost of revenues. |
Fair Value | Fair Value The carrying amounts for financial instruments classified as current assets and current liabilities approximate fair value, due to the short maturity of such instruments. The book values of other financial instruments, such as our debt under our Senior Credit Facility, approximates fair value because interest rates charged are similar to other financial instruments with similar terms and maturities and the rates vary in accordance with a market index in accordance with ASC 820—Fair Value measurement. For the financial assets and liabilities disclosed at fair value, fair value is determined as the exit price, or the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The established fair value hierarchy divides fair value measurement into three broad levels: · Level 1—inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; · Level 2—inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly or indirectly; and · Level 3—inputs are unobservable for the asset or liability, which reflect the best judgment of management. The financial assets and liabilities that are disclosed at fair value for disclosure purposes are categorized in one of the above three levels based on the lowest level input that is significant to the fair value measurement in its entirety. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. For additional information on our Level 3 liabilities, see “Note 3. Acquisitions.” |
Earnings Per Share | Earnings Per Share Basic income per share is calculated by dividing net income (loss) attributable to NCS Multistage Holdings, Inc., reduced for the allocation of net income (loss) attributable to participating security holders of exchangeable securities held in our indirect subsidiary, by the weighted-average number of common shares outstanding during the period. The participating security holders were allocated 4.2% , 0.0% and 5.7% of the net income for December 31, 2017, 2016 and 2015, respectively. The participating security holders are not contractually obligated to share in our losses, therefore, losses are not allocated to the participating security holders. The diluted income per share computation is calculated by dividing net income (loss) attributable to NCS Multistage Holdings, Inc. by the weighted-average number of common shares outstanding during the period, taking into effect, if any, of shares that would be issuable upon the exercise of outstanding stock options, unvested restricted stock units, purchases under the employee stock purchase plan and conversion of the participating security holders exchangeable securities, reduced by the number of shares purchased by us at cost, when such amounts are dilutive to the income per share calculation. |
Research and Development | Research and Development Research and development (“R&D”) costs are incurred both through engaging third parties to perform development activities under our coordination and management as well as through the utilization of our employees to create and develop new ideas and product. We incurred approximately $3.0 million, $3.3 million and $3.0 million in R&D costs for the years ended December 31, 2017, 2016 and 2015, respectively. These costs are recorded in selling, general and administrative expense on the consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Pronouncements Adopted in 2017 In May 2017, the FASB issued Accounting Standards Update (“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 2017, 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 are 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 adopted the guidance in ASU 2017-04 effective April 1, 2017. In March 2016, 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 2015, 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 2017, 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, 2017, including interim periods within those periods. We will adopt ASU 2017-01 on January 1, 2018 and do not expect to have a material impact on our consolidated financial statements. In August 2016, 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 will adopt ASU 2016-15 on January 1, 2018 and do not expect to have a material impact on our consolidated financial statements. In February 2016, 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 2014, 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 put in place a team during the second quarter of 2017, including a third-party consultant, to assess the impacts of the new standard and to develop and carry out our implementation plan. The team reviewed our revenue streams and compared our historical accounting policies and practices to the new accounting guidance. The review also included our acquisitions of Spectrum and Repeat Precision, LLC (“Repeat Precision”). Based upon the analysis, we will adopt and apply the modified retrospective method of transition on January 1, 2018. We have concluded that the adoption of this ASU will not have a material impact on our consolidated financial statements. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies [Abstract] | |
Property and Equipment Estimated Useful Service Lives or Lease Term | Years Buildings 30 Building equipment 5-15 Machinery and equipment 5-12 Furniture and fixtures 3-5 Computers and software 3-5 Vehicles and rental equipment 3-4 Leasehold improvements Lease term ( 1 - 4 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Selected Financial Information on Pro Forma Basis | Pro Forma (Unaudited) Year Ended December 31, 2017 2016 Revenue $ 220,478 $ 117,211 Net income (loss) attributable to NCS Multistage Holdings, Inc. $ 1,664 $ (19,442) Diluted earnings (loss) per share $ 0.04 $ (0.57) |
Schedule of Amount Allocated to Intangible Assets | Estimated Useful Fair Value Lives (Years) Technology $ 5,600 16 Trademarks 1,600 10 Customer relationships 24,700 21 Total intangible assets $ 31,900 |
Spectrum [Member] | |
Summary of Consideration and Assets Acquired | Consideration Cash consideration $ 76,485 Equity consideration 6,907 Earn-out liability recognized 352 Total consideration $ 83,744 Preliminary purchase price allocation Cash $ 1,326 Accounts receivable 4,648 Inventories 3,761 Other current assets 480 Property and equipment 4,725 Intangible assets 31,900 Other long-term assets 26 Total identifiable assets acquired 46,866 Accounts payable—trade 454 Accrued expenses 436 Income taxes payable 228 Other current liabilities 44 Deferred tax liability 956 Other long-term liabilities 1,191 Total liabilities assumed 3,309 Net identifiable assets acquired 43,557 Goodwill 40,187 Net assets acquired $ 83,744 |
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) | 12 Months Ended |
Dec. 31, 2017 | |
Inventories [Abstract] | |
Schedule of Inventories | December 31, December 31, 2017 2016 Raw materials $ 2,412 $ 695 Work in process 623 688 Finished goods 30,100 15,634 $ 33,135 $ 17,017 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment by Major Asset Class | December 31, December 31, 2017 2016 Land $ 2,167 $ 2,026 Building and improvements 5,155 4,517 Machinery and equipment 13,418 1,983 Computers and software 2,157 1,345 Furniture and fixtures 1,013 916 Vehicles 5,751 2,475 Service equipment 244 1,964 29,905 15,226 Less: Accumulated depreciation and amortization (7,012) (5,763) 22,893 9,463 Construction in progress 758 296 Property and equipment, net $ 23,651 $ 9,759 |
Goodwill and Identifiable Int35
Goodwill and Identifiable Intangible (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Changes in Carrying Amount of Goodwill | At December 31, 2015 $ 119,283 Currency translation adjustment 2,794 At December 31, 2016 $ 122,077 Acquisitions 55,409 Currency translation adjustment 6,992 At December 31, 2017 $ 184,478 |
Schedule of Identifiable Intangibles | December 31, 2017 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 14 - 16 $ 151,433 $ (52,730) $ 98,703 Trademarks 5 - 10 2,588 (1,042) 1,546 Customer relationships 10 - 21 41,058 (4,895) 36,163 Total identifiable intangibles $ 195,079 $ (58,667) $ 136,412 December 31, 2016 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 14 $ 138,026 $ (39,956) $ 98,070 Trademarks 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 |
Schedule of Estimated Future Amortization Expense | 2018 $ 13,327 2019 13,327 2020 13,327 2021 13,327 2022 13,327 Thereafter 69,777 Total $ 136,412 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | December 31, December 31, 2017 2016 Accrued payroll and bonus $ 5,167 $ 850 Property and franchise taxes accrual 390 322 Accrual related to public offering — 1,153 Accrued acquisition related costs 25 618 Accrued other miscellaneous liabilities 1,091 347 $ 6,673 $ 3,290 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt [Abstract] | |
Schedule of Long-term Debt | December 31, December 31, 2017 2016 Term loan under Prior Senior Secured Credit Facility $ — $ 90,836 Senior Secured Revolving Credit Facility 20,000 — Promissory note 3,313 — Equipment notes 1,295 — Capital leases 2,428 — Total 27,036 90,836 Less debt issuance costs — 1,670 Total debt, net 27,036 89,166 Less: current portion (5,334) (772) Long-term debt $ 21,702 $ 88,394 |
Future Principal Payments on Senior Secured Credit Facility, Promissory Note and Equipment Notes | 2018 $ 4,184 2019 190 2020 20,200 2021 34 $ 24,608 |
Future Minimum Lease Payments Under Capital Leases Together with Present Value of Minimum Lease Payments | 2018 $ 1,286 2019 847 2020 332 2021 196 Subtotal 2,661 Less: amount representing interest (233) Present value of payments $ 2,428 |
Property Under Capital Leases Included within Property and Equipment | December 31, December 31, 2017 2016 Vehicles $ 3,584 $ 1,025 Assets under capital leases 3,584 1,025 Less: accumulated amortization (785) (439) Net assets under capital leases $ 2,799 $ 586 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |
Schedule of Minimum Rental Payments under Non-Cancelable Operating Leases | 2018 $ 2,983 2019 1,738 2020 485 2021 298 2022 93 Total payments $ 5,597 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Summary of Stock Option Activity | 2012 Equity Plan and 2017 Equity Plan Service Based Options Liquidity Options Total Options Service Based Weighted Average Exercise Price Liquidity Based Weighted Average Exercise Price Service Based Weighted Average Remaining Contractual Life (Years) Liquidity Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2015 973,173 1,436,073 2,409,246 $ 6.13 $ 6.35 7.05 7.03 Granted during the year 24,348 46,533 70,881 9.55 9.58 Exercised during the year — — — — — Forfeited during the year (6,651) (9,975) (16,626) 5.88 5.88 Outstanding at December 31, 2016 990,870 1,472,631 2,463,501 $ 6.01 $ 6.19 6.19 6.19 Granted during the year 12,647 — 12,647 17.00 — Exercised during the year (1,500) — (1,500) 5.88 — Forfeited during the year — — — — — Outstanding at December 31, 2017 1,002,017 1,472,631 2,474,648 $ 6.15 $ 6.19 5.24 5.19 Unvested as of December 31, 2017 67,694 1,472,631 1,540,325 10.01 6.19 Exercisable as of December 31, 2017 934,323 — 934,323 $ 5.87 $ — 5.07 — |
Summary of Share-Based Compensation Expense Recognized in Selling, General and Administrative Expense | Year Ended December 31, 2017 2016 2015 Stock options $ 5,218 $ 1,354 $ 1,313 Restricted stock units 775 - - ESPP 115 - - $ 6,108 $ 1,354 $ 1,313 |
Employee Stock Option [Member] | |
Notes Tables | |
Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted | Year Ended December 31, 2017 2016 2015 Expected volatility 44.4 % 42 - 44.7 % 43.0 % Average risk free interest rate 2.0 % 1.7 % 2.3 % Expected term (in years) 6.0 6.5 6.5 Expected dividends — % — % — % |
Liquidity Options [Member] | |
Notes Tables | |
Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted | Expected volatility 44.4 % Average risk free interest rate 1.7 % Expected term (in years) 4.6 Expected dividends — % |
2017 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |
Notes Tables | |
Summary of RSU Activity | Number of Awards Weighted Average Grant Date Fair Value Non-vested at December 31, 2016 — $ — Granted 167,494 18.78 Non-vested at December 31, 2017 167,494 $ 18.78 |
Employee Stock Purchase Plan [Member] | |
Notes Tables | |
Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Stock Options Granted | Year Ended December 31, 2017 Expected volatility 38.8 % Average risk free interest rate 1.4 % Expected dividends — % Weighted-average fair value per share $ 7.16 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes [Abstract] | |
Provision (Benefit) from Income Taxes | Year Ended December 31, 2017 2016 2015 Current tax expense (benefit) U.S. Federal $ 11,786 $ (505) $ (9,047) State 628 (145) 189 Foreign 7,215 1,098 3,934 Total current 19,629 448 (4,924) Deferred tax expense (benefit) U.S. Federal $ (14,389) $ (4,190) $ (7,608) State (299) (133) 253 Foreign (4,271) (4,943) (3,945) Total deferred (18,959) (9,266) (11,300) Total income taxes $ 670 $ (8,818) $ (16,224) |
Domestic and Foreign Components of Income (Loss) Before Income Taxes | Year Ended December 31, 2017 2016 2015 U.S. Federal $ (6,337) $ (15,221) $ 18,047 Foreign 8,299 (11,524) (6,246) Income (loss) before income tax $ 1,962 $ (26,745) $ 11,801 |
Summary of Items that Caused Recorded Income Taxes to Differ from Income Taxes Computed Using Statutory Federal Income Tax Rate | Year Ended December 31, 2017 2016 2015 Income tax expense at federal statutory rate 35.0% 35.0% 35.0% Increase (decrease) in income taxes resulting from Noncontrolling interest losses 35.5% 0.0% 0.0% U.S. tax on foreign earnings 200.5% (3.6)% 20.2% Deferred tax adjustment for foreign book value and tax basis differences (197.3)% 1.8% (99.6)% Change in tax year for subsidiary 0.0% 0.0% (105.9)% Nondeductible expenses 36.6% (0.2)% 2.1% Non U.S. income taxed at different rates (16.9)% (3.6)% 4.3% Research and other tax credits (44.0)% 3.0% (6.3)% Effect of rate change on deferred tax (24.3)% 0.0% 16.2% Stock-based compensation 22.1% (0.5)% 1.0% Manufacturing deduction (23.8)% 0.3% (7.6)% State taxes 8.6% 0.8% 3.1% Change in valuation allowance (2.3)% 0.0% 0.0% Other 4.4% 0.0% 0.0% Income tax 34.1% 33.0% (137.5)% |
Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities | December 31, 2017 2016 Deferred tax assets Accruals not currently deductible $ 3,344 $ 2,829 Tax credit carryforwards — 872 Other 871 1,221 4,215 4,922 Valuation allowance for deferred tax assets (18) (63) Total deferred tax assets 4,197 4,859 Deferred tax liabilities Depreciation and amortization (27,404) (33,913) Foreign currency translation (358) (6,843) Foreign unremitted earnings — (3,869) Other (618) (813) Total deferred tax liabilities (28,380) (45,438) Net deferred tax liabilities $ (24,183) $ (40,579) The above are included in the accompanying consolidated balance sheet as follows (in thousands): December 31, 2017 2016 Deferred income tax assets—current $ — $ 2,116 Deferred income tax liabilities—noncurrent (24,183) (42,695) $ (24,183) $ (40,579) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator for Calculating Earnings Per Share from Net Income (Loss) | Year Ended December 31, 2017 2016 2015 Numerator—Basic Net income (loss) $ 1,292 $ (17,927) $ 28,025 Less: income attributable to participating shares 55 — 1,604 Less: loss attributable to non-controlling interest (810) — — Net income (loss) attributable to NCS Multistage Holdings, Inc.––Basic $ 2,047 $ (17,927) 26,421 Numerator—Diluted Net income (loss) $ 1,292 $ (17,927) $ 28,025 Less: loss attributable to non-controlling interest (810) — — Net income (loss) attributable to NCS Multistage Holdings, Inc.––Diluted $ 2,102 $ (17,927) $ 28,025 Denominator Basic weighted average number of shares 40,484 34,008 29,966 Exchangeable shares for common stock 1,786 — 1,819 Dilutive effect of stock options, restricted stock and ESPP 1,313 — 648 Diluted weighted average number of shares 43,583 34,008 32,433 Earnings (loss) per common share Basic $ 0.05 $ (0.53) $ 0.88 Diluted $ 0.05 $ (0.53) $ 0.86 Potentially dilutive securities excluded as anti-dilutive — 2,601 — |
Segment and Geographic Inform42
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment and Geographic Information [Abstract] | |
Summary of Revenue and Long-Lived Assets by Geographical Area | Year Ended December 31, 2017 2016 2015 United States Product Sales $ 41,261 $ 17,595 $ 24,857 Services 22,659 4,747 8,645 Total United States 63,920 22,342 33,502 Canada Product Sales 96,716 53,088 53,108 Services 31,183 16,994 21,801 Total Canada 127,899 70,082 74,909 Other Countries Product Sales 6,689 2,537 2,114 Services 3,126 3,518 3,480 Total Other Countries 9,815 6,055 5,594 Total Product Sales 144,666 73,220 80,079 Services 56,968 25,259 33,926 Total $ 201,634 $ 98,479 $ 114,005 The following table summarizes long-lived assets by geographic area (in thousands): December 31, December 31, 2017 2016 United States $ 14,714 $ 2,819 Canada 8,710 6,940 Other Countries 227 — $ 23,651 $ 9,759 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data | First Second Third Fourth Quarter Quarter Quarter Quarter 2017 Revenue $ 58,636 $ 36,857 $ 55,957 $ 50,184 Cost of sales 29,354 18,885 25,958 24,595 Income (loss) from operations 9,924 (5,609) 5,246 (4,602) Net income (loss) 6,348 (4,745) 3,541 (3,852) Net income (loss) attributable to NCS Multistage Holdings, Inc. 6,550 (4,491) 3,386 (3,343) Earnings (loss) per share: Basic (1) $ 0.18 $ (0.11) $ 0.07 $ (0.08) Diluted (1) $ 0.18 $ (0.11) $ 0.07 $ (0.08) 2016 Revenue $ 23,107 $ 11,281 $ 28,650 $ 35,441 Cost of sales 12,695 6,489 14,713 19,936 Loss from operations (4,266) (10,167) (1,017) (2,532) Net loss (8,126) (8,590) (280) (931) Net loss attributable to NCS Multistage Holdings, Inc. (8,126) (8,590) (280) (931) Loss per share: Basic (1) $ (0.24) $ (0.25) $ (0.01) $ (0.03) Diluted (1) $ (0.24) $ (0.25) $ (0.01) $ (0.03) ___________________________ (1) The sum of the individual quarterly earnings per share amounts may not agree with the annual amount reported as each quarterly computation is based on the weighted average number of common shares outstanding during the period . |
Organization and Basis of Pre44
Organization and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | May 03, 2017USD ($)$ / sharesshares | Apr. 13, 2017 | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | Apr. 27, 2017shares |
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 | $ 39,999 | |||
Underwriting discounts and commissions and other offering expenses | $ | $ 2,178 | $ 242 | ||||
Common stock, shares authorized (in shares) | 225,000,000 | 54,000,000 | 225,000,000 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 1 | 10,000,000 | |||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Common Stock [Member] | ||||||
Number of shares issued | 9,550,000 | 10,635 | 4,187,022 | |||
IPO [Member] | ||||||
Stock split ratio of all issued and outstanding shares of common stock | 3 | |||||
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 | |||||
IPO [Member] | Common Stock [Member] | ||||||
Number of shares issued | 9,500,000 | |||||
Over-Allotment Option [Member] | ||||||
Options exercised by underwriters to purchase additional shares | 1,425,000 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)customer | Dec. 31, 2016USD ($)customer | Dec. 31, 2015USD ($)customer | |
Number of customer that accounted for 10% or more of the total revenue or 10% or more of the total accounts receivable balance | customer | 1 | 1 | 1 | ||||||||
Accounts receivable | $ 47,880 | $ 32,116 | $ 47,880 | $ 32,116 | |||||||
Revenues | 50,184 | $ 55,957 | $ 36,857 | $ 58,636 | 35,441 | $ 28,650 | $ 11,281 | $ 23,107 | 201,634 | 98,479 | $ 114,005 |
Provisions for doubtful accounts | 11 | 100 | 11 | 100 | |||||||
Impairment of property and equipment | 0 | 0 | 0 | ||||||||
Goodwill, impairment loss | 0 | 0 | 0 | ||||||||
Impairment loss of identifiable intangible assets | 0 | 0 | 0 | ||||||||
Deferred tax assets, valuation allowance | 18 | 63 | 18 | 63 | |||||||
Deferred tax liability | 28,380 | 45,438 | 28,380 | 45,438 | |||||||
Income tax interest and penalties | 200 | 100 | $ 100 | ||||||||
Accrued income tax interest and penalties | 600 | 400 | 600 | $ 400 | |||||||
Tax Act of 2017 change in tax rate deferred tax liability income tax benefit | $ 3,900 | ||||||||||
Percentage of net income allocated to participating security holders | 4.20% | 0.00% | 5.70% | ||||||||
Research and development expense | $ 3,000 | $ 3,300 | $ 3,000 | ||||||||
Portion Outside Basis Differences In Canadian Subsidiary Unable To Assert Indefinite Reinvestment [Member] | |||||||||||
Deferred tax liability | 3,900 | 3,900 | |||||||||
Portion Outside Basis Differences To Be Indefinitely Reinvested [Member] | |||||||||||
Deferred tax liability | 0 | 0 | 0 | 0 | |||||||
Income tax reconciliation repatriation of foreign earnings amount | 91,300 | 52,100 | |||||||||
One Customer [Member] | Trade Accounts Receivable [Member] | Customer concentration risk [Member] | |||||||||||
Accounts receivable | $ 2,000 | $ 7,800 | $ 2,000 | $ 7,800 | |||||||
One Customer [Member] | Revenue [Member] | Customer concentration risk [Member] | |||||||||||
Concentration risk, percentage | 14.00% | 26.00% | 31.00% | ||||||||
Revenues | $ 27,400 | $ 25,500 | $ 35,100 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Property and Equipment Estimated Useful Service Lives or Lease Term (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful service lives | 30 years |
Maximum [Member] | Building Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful service lives | 15 years |
Maximum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful service lives | 12 years |
Maximum [Member] | Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful service lives | 5 years |
Maximum [Member] | Computers and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful service lives | 5 years |
Maximum [Member] | Vehicles and rental equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful service lives | 4 years |
Maximum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Lease term | 4 years |
Minimum [Member] | Building Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful service lives | 5 years |
Minimum [Member] | Machinery and equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful service lives | 5 years |
Minimum [Member] | Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful service lives | 3 years |
Minimum [Member] | Computers and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful service lives | 3 years |
Minimum [Member] | Vehicles and rental equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful service lives | 3 years |
Minimum [Member] | Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Lease term | 1 year |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Aug. 31, 2017 | Feb. 01, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||||
Business combination, earn-out amount | $ 12,835 | $ 12,835 | |||||
Change in fair value of contingent consideration | 5,525 | ||||||
Goodwill | 184,478 | 184,478 | $ 122,077 | $ 119,283 | |||
Income tax expense (benefit) | 670 | (8,818) | (16,224) | ||||
Amortization of intangible assets | $ 24,458 | $ 23,801 | $ 24,576 | ||||
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 | $ 83,744 | ||||||
Common stock issued in business acquisition | 0.4 | ||||||
Common stock price per share | $ 19.42 | ||||||
Cash payment for acquisition | $ 76,485 | ||||||
Business combination, earn-out amount | 400 | 3,400 | $ 3,400 | ||||
Change in fair value of contingent consideration | 3,000 | ||||||
Goodwill | 40,187 | ||||||
Acquisition costs | 700 | $ 1,000 | |||||
Revenue contributed by acquiree since acquisition date | 12,800 | ||||||
Net income contributed by acquiree since acquisition date | 300 | ||||||
Business combination goodwill not deductible for tax purpose | $ 6,000 | ||||||
Amortization of intangible assets | 600 | ||||||
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 | |||||
Spectrum Tracer Services [Member] | U.S. Transition Tax On Unremitted Foreign Earnings [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Income tax expense (benefit) | 400 | ||||||
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 | ||||||
Business combination, earn-out amount | 7,000 | 9,400 | $ 9,400 | ||||
Change in fair value of contingent consideration | 2,500 | ||||||
Goodwill | 15,222 | ||||||
Acquisition costs | $ 300 | ||||||
Repeat Precision [Member] | Cash Payment, If Any, Expected To Be Paid During First Quarter Of 2019 [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Maximum earn-out contingent consideration | $ 10,000 | $ 10,000 | |||||
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 | $ 400 |
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 | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 220,478 | $ 117,211 |
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ 1,664 | $ (19,442) |
Diluted earnings (loss) per share | $ 0.04 | $ (0.57) |
Acquisitions (Summary of Consid
Acquisitions (Summary of Consideration and Assets Acquired) (Details) - USD ($) $ in Thousands | Aug. 31, 2017 | Feb. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Preliminary purchase price allocation | |||||
Goodwill | $ 184,478 | $ 122,077 | $ 119,283 | ||
Spectrum Tracer Services [Member] | |||||
Consideration | |||||
Cash consideration | $ 76,485 | ||||
Equity consideration | 6,907 | ||||
Earn-out liability recognized | 352 | ||||
Total consideration | 83,744 | ||||
Preliminary purchase price allocation | |||||
Cash | 1,326 | ||||
Accounts receivable | 4,648 | ||||
Inventories | 3,761 | ||||
Other current assets | 480 | ||||
Property and equipment | 4,725 | ||||
Intangible assets | 31,900 | ||||
Other long-term assets | 26 | ||||
Total identifiable assets acquired | 46,866 | ||||
Accounts payable—trade | 454 | ||||
Accrued expenses | 436 | ||||
Income taxes payable | 228 | ||||
Other current liabilities | 44 | ||||
Deferred tax liability | 956 | ||||
Other long-term liabilities | 1,191 | ||||
Total liabilities assumed | 3,309 | ||||
Net identifiable assets acquired | 43,557 | ||||
Goodwill | 40,187 | ||||
Net assets acquired | $ 83,744 | ||||
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 identifiable 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 | 12 Months Ended | |
Dec. 31, 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 | |
Trademarks [Member] | ||
Estimated useful lives | 5 years | |
Trademarks [Member] | Minimum [Member] | ||
Estimated useful lives | 5 years | |
Trademarks [Member] | Maximum [Member] | ||
Estimated useful lives | 10 years | |
Trademarks [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 | Dec. 31, 2017 | Dec. 31, 2016 |
Inventories [Abstract] | ||
Raw materials | $ 2,412 | $ 695 |
Work in process | 623 | 688 |
Finished goods | 30,100 | 15,634 |
Total inventories | $ 33,135 | $ 17,017 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property and Equipment [Abstract] | |||
Depreciation | $ 3,193 | $ 1,766 | $ 2,695 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment by Major Asset Class) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 29,905 | $ 15,226 |
Less: Accumulated depreciation and amortization | (7,012) | (5,763) |
Property and equipment, net, excluding construction in progress | 22,893 | 9,463 |
Property and equipment, net | 23,651 | 9,759 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,167 | 2,026 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 5,155 | 4,517 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 13,418 | 1,983 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,157 | 1,345 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,013 | 916 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 5,751 | 2,475 |
Service equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 244 | 1,964 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 758 | $ 296 |
Goodwill and Identifiable Int54
Goodwill and Identifiable Intangibles (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Identifiable Intangibles [Abstract] | |||
Amortization of intangible assets | $ 24,458 | $ 23,801 | $ 24,576 |
Weighted average amortization period | 15 years |
Goodwill and Identifiable Int55
Goodwill and Identifiable Intangibles (Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Identifiable Intangibles [Abstract] | ||
Goodwill, beginning balance | $ 122,077 | $ 119,283 |
Acquisitions | 55,409 | |
Currency translation adjustment | 6,992 | 2,794 |
Goodwill, ending balance | $ 184,478 | $ 122,077 |
Goodwill and Identifiable Int56
Goodwill and Identifiable Intangibles (Schedule of Identifiable Intangibles) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 195,079 | $ 213,910 |
Finite-lived intangible assets, Accumulated Amortization | (58,667) | (95,213) |
Finite-lived intangible assets, Net Balance | 136,412 | $ 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 | 151,433 | $ 138,026 |
Finite-lived intangible assets, Accumulated Amortization | (52,730) | (39,956) |
Finite-lived intangible assets, Net Balance | $ 98,703 | $ 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 | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years | |
Finite-lived intangible assets, Gross Carrying Amount | $ 2,588 | $ 936 |
Finite-lived intangible assets, Accumulated Amortization | (1,042) | (759) |
Finite-lived intangible assets, Net Balance | $ 1,546 | $ 177 |
Trademarks [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years | |
Trademarks [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 | |
Finite-lived intangible assets, Gross Carrying Amount | $ 35,306 | |
Finite-lived intangible assets, Accumulated Amortization | (28,621) | |
Finite-lived intangible assets, Net Balance | $ 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 | $ 41,058 | $ 11,577 |
Finite-lived intangible assets, Accumulated Amortization | (4,895) | (3,128) |
Finite-lived intangible assets, Net Balance | $ 36,163 | $ 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 | |
Finite-lived intangible assets, Gross Carrying Amount | $ 28,065 | |
Finite-lived intangible assets, Accumulated Amortization | (22,749) | |
Finite-lived intangible assets, Net Balance | $ 5,316 |
Goodwill and Identifiable Int57
Goodwill and Identifiable Intangibles (Schedule of Estimated Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Identifiable Intangibles [Abstract] | ||
Finite-lived intangible assets, amortization expense, 2018 | $ 13,327 | |
Finite-lived intangible assets, amortization expense, 2019 | 13,327 | |
Finite-lived intangible assets, amortization expense, 2020 | 13,327 | |
Finite-lived intangible assets, amortization expense, 2021 | 13,327 | |
Finite-lived intangible assets, amortization expense, 2022 | 13,327 | |
Finite-lived intangible assets, amortization expense, thereafter | 69,777 | |
Finite-lived intangible assets, net | $ 136,412 | $ 118,697 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses [Abstract] | ||
Accrued payroll and bonus | $ 5,167 | $ 850 |
Property and franchise taxes accrual | 390 | 322 |
Accrual related to public offering | 1,153 | |
Accrued acquisition related costs | 25 | 618 |
Accrued other miscellaneous liabilities | 1,091 | 347 |
Accrued Expenses | $ 6,673 | $ 3,290 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) CAD in Millions | May 04, 2017USD ($) | Feb. 27, 2017USD ($) | Apr. 15, 2015CAD | Apr. 30, 2017USD ($) | Feb. 28, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Aug. 31, 2017USD ($) | Apr. 15, 2015USD ($) | Aug. 07, 2014CAD | Aug. 07, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Debt issuance cost | $ 1,670,000 | |||||||||||
Amortization expense of deferred financing charges | $ 444,000 | 740,000 | $ 945,000 | |||||||||
Capital lease amortization expense | 400,000 | 200,000 | $ 200,000 | |||||||||
Fair Value, Inputs, Level 2 [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, fair value | $ 26,700,000 | 92,800,000 | ||||||||||
Promissory Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt maturity date | Feb. 27, 2018 | |||||||||||
Promissory Note [Member] | Repeat Precision [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, maximum borrowing capacity | $ 3,800,000 | |||||||||||
Long-term debt, gross | $ 3,300,000 | |||||||||||
Debt instrument variable interest rate | 1.00% | |||||||||||
Promissory Note [Member] | Repeat Precision [Member] | Maximum [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 | |||||||||||
Debt instrument, face amount | $ 800,000 | |||||||||||
Debt instrument variable interest rate | 1.00% | |||||||||||
Debt maturity date | Feb. 27, 2021 | |||||||||||
Equipment Notes [Member] | Repeat Precision [Member] | April 2017 Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt, gross | $ 700,000 | |||||||||||
Debt instrument, face amount | $ 800,000 | |||||||||||
Debt instrument variable interest rate | 1.00% | |||||||||||
Debt instrument stated interest rate | 18.00% | |||||||||||
Debt maturity date | Dec. 21, 2018 | |||||||||||
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% | |||||||||||
Debt issuance cost | $ 1,000,000 | |||||||||||
Amortization expense of deferred financing charges | $ 200,000 | |||||||||||
Amended And Restated Credit Agreement [Member] | Revolving Credit U.S. Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest expense on debt | 400,000 | |||||||||||
Line of credit outstanding | $ 20,000,000 | |||||||||||
Credit facility maturity date | May 4, 2020 | |||||||||||
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] | ||||||||||||
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] | ||||||||||||
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% | |||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member] | Revolving Credit U.S. Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 25,000,000 | $ 50,000,000 | ||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member] | Revolving Credit Canadian Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 25,000,000 | |||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member] | Letter of Credit [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 5,000,000 | |||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Revolving Credit Facility [Member] | Swingline Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||||||
Prior Senior Secured Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, maximum borrowing capacity | CAD 197.6 | $ 180,000,000 | ||||||||||
Debt maturity date | Aug. 7, 2019 | |||||||||||
Interest expense on debt | $ 1,700,000 | 5,500,000 | ||||||||||
Prepayment of debt | CAD 55.8 | $ 3,000,000 | ||||||||||
Debt issuance cost | $ 1,700,000 | |||||||||||
Amortization expense of deferred financing charges | $ 1,400,000 | |||||||||||
Prior Senior Secured Credit Facility [Member] | Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | CAD 27.8 | $ 20,000,000 | 38.4 | $ 35,000,000 | ||||||||
Prior Senior Secured Credit Facility [Member] | Letter of Credit [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | CAD | 5 | |||||||||||
Prior Senior Secured Credit Facility [Member] | Swingline Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | CAD | CAD 5 |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | $ 27,036 | $ 90,836 |
Less debt issuance costs | 1,670 | |
Total debt, net | 27,036 | 89,166 |
Less: current portion | (5,334) | (772) |
Long-term debt | 21,702 | 88,394 |
Term Loan Under Prior Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | $ 90,836 | |
Senior Secured Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 20,000 | |
Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 3,313 | |
Equipment Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | 1,295 | |
Capital Leases [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt and capital lease obligations | $ 2,428 |
Debt (Future Principal Payments
Debt (Future Principal Payments on Senior Secured Credit Facility, Promissory Note and Equipment Notes) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Maturities of Long-term Debt [Abstract] | |
2,018 | $ 4,184 |
2,019 | 190 |
2,020 | 20,200 |
2,021 | 34 |
Total debt, net | $ 24,608 |
Debt (Future Minimum Lease Paym
Debt (Future Minimum Lease Payments Under Capital Leases Together with Present Value of Minimum Lease Payments) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Capital Leases, Future Minimum Payments, Net Present Value [Abstract] | |
2,018 | $ 1,286 |
2,019 | 847 |
2,020 | 332 |
2,021 | 196 |
Subtotal | 2,661 |
Less: amount representing interest | (233) |
Present value of payments | $ 2,428 |
Debt (Property Under Capital Le
Debt (Property Under Capital Leases Included within Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets under capital leases | $ 3,584 | $ 1,025 |
Less: accumulated amortization | (785) | (439) |
Net assets under capital leases | 2,799 | 586 |
Vehicles [Member] | ||
Assets under capital leases | $ 3,584 | $ 1,025 |
Commitments and Contingencies64
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | Mar. 03, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Commitments and Contingencies [Abstract] | ||||
Proceeds from an arbitration case | $ 0.9 | |||
Operating lease rental expense | $ 2.4 | $ 2.1 | $ 2.1 |
Commitments and Contingencies -
Commitments and Contingencies - (Future Minimum Payments Under Non-Cancelable Operating Leases) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies [Abstract] | |
2,018 | $ 2,983 |
2,019 | 1,738 |
2,020 | 485 |
2,021 | 298 |
2,022 | 93 |
Operating Leases, Future Minimum Payments Due | $ 5,597 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) | Apr. 13, 2017 | Dec. 31, 2017item$ / sharesshares | Dec. 31, 2016$ / sharesshares | May 03, 2017shares | Apr. 27, 2017shares |
Equity, Class of Treasury Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 225,000,000 | 54,000,000 | 225,000,000 | ||
Common stock, shares outstanding (in shares) | 43,913,136 | 34,005,978 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 1 | 10,000,000 | ||
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) $ / shares in Units, $ in Thousands | Aug. 03, 2017USD ($)shares | May 03, 2017item | Apr. 27, 2017USD ($)$ / shares | Dec. 31, 2017USD ($)item$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares |
Number of equity incentive plans | item | 3 | |||||
Share-based compensation cost not yet recognized | $ | $ 16,000 | |||||
Share-based compensation cost recognition period | 2 years | |||||
Allocated share-based compensation expense | $ | $ 6,108 | $ 1,354 | $ 1,313 | |||
Employee Stock Option [Member] | ||||||
Share-based compensation arrangement outstanding aggregate intrinsic values | $ | 21,200 | |||||
Share-based compensation arrangement unvested aggregate intrinsic value | $ | 12,900 | |||||
Share-based compensation arrangement exercisable aggregate intrinsic values | $ | 8,300 | |||||
Total intrinsic value of options exercised | $ | 14 | |||||
Share-based compensation arrangement shares excercised | 0 | 0 | ||||
Allocated share-based compensation expense | $ | 5,218 | $ 1,354 | $ 1,313 | |||
Restricted Stock Units (RSUs) [Member] | ||||||
Allocated share-based compensation expense | $ | $ 775 | |||||
Estimated fair value at date of grant | $ / shares | $ 18.78 | |||||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | ||||||
Share-based compensation vesting period | 1 year | |||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||||||
Share-based compensation vesting period | 3 years | |||||
Service-Based Option Awards [Member] | ||||||
Weighted-average grant date fair value on the date of grant | $ / shares | $ 7.61 | $ 4.58 | $ 6.62 | |||
Liquidity Options [Member] | ||||||
Weighted-average grant date fair value on the date of grant | $ / shares | $ 11.69 | |||||
Allocated share-based compensation expense | $ | $ 17,200 | $ 10,100 | ||||
2011 Plan [Member] | ||||||
Share-based compensation arrangement options remain exercisable | 649,047 | |||||
2012 Plan [Member] | ||||||
Share-based compensation arrangement options outstanding | 2,462,001 | |||||
Share-based compensation arrangement options remain exercisable | 934,323 | |||||
Number of shares authorized | 2,463,501 | |||||
2017 Plan [Member] | ||||||
Share-based compensation arrangement shares available for grant | 4,352,382 | |||||
2017 Plan [Member] | Maximum [Member] | ||||||
Number of shares authorized | 4,532,523 | |||||
2012 Equity Plan and 2017 Equity Plan [Member] | ||||||
Share-based compensation arrangement options outstanding | 2,474,648 | 2,463,501 | 2,409,246 | |||
Share-based compensation arrangement options remain exercisable | 934,323 | |||||
Aggregate number of shares issued | 12,647 | 70,881 | ||||
Share-based compensation arrangement shares excercised | 1,500 | |||||
2012 Equity Plan and 2017 Equity Plan [Member] | Employee Stock Option [Member] | ||||||
Share-based compensation arrangement term | 10 years | |||||
2012 Equity Plan and 2017 Equity Plan [Member] | Employee Stock Option [Member] | Minimum [Member] | ||||||
Share-based compensation vesting period | 3 years | |||||
2012 Equity Plan and 2017 Equity Plan [Member] | Employee Stock Option [Member] | Maximum [Member] | ||||||
Share-based compensation vesting period | 5 years | |||||
2012 Equity Plan and 2017 Equity Plan [Member] | Liquidity Options [Member] | ||||||
Share-based compensation arrangement options outstanding | 1,472,631 | 1,472,631 | 1,436,073 | |||
Aggregate number of shares issued | 46,533 | |||||
Weighted average remaining contractual life (years) | 5 years 2 months 9 days | 6 years 2 months 9 days | 7 years 11 days | |||
Number of employees for which liquidity awards were amended in connection with Ipo | item | 22 | |||||
Number of vesting equal installments | item | 3 | |||||
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% | |||||
Allocated share-based compensation expense | $ | $ 115 | |||||
Employee Stock Purchase Plan [Member] | First Offering Period Under ESPP October 16, 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) - $ / shares | Apr. 27, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Employee Stock Option [Member] | ||||
Expected volatility, minimum | 42.00% | |||
Expected volatility, maximum | 44.70% | |||
Expected volatility | 44.40% | 43.00% | ||
Average risk free interest rate | 2.00% | 1.70% | 2.30% | |
Expected term (in years) | 6 years | 6 years 6 months | 6 years 6 months | |
Liquidity Options [Member] | ||||
Expected volatility | 44.40% | |||
Average risk free interest rate | 1.70% | |||
Expected term (in years) | 4 years 7 months 6 days | |||
Employee Stock Purchase Plan [Member] | ||||
Expected volatility | 38.80% | |||
Average risk free interest rate | 1.40% | |||
Weighted-average fair value per share | $ 7.16 |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Stock Option Activity) (Details) - 2012 Equity Plan and 2017 Equity Plan [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Beginning balance, Outstanding (in shares) | 2,463,501 | 2,409,246 | |
Granted | 12,647 | 70,881 | |
Exercised (in shares) | (1,500) | ||
Forfeited (in shares) | (16,626) | ||
Ending balance, Outstanding (in shares) | 2,474,648 | 2,463,501 | 2,409,246 |
Unvested at end of period (in shares) | 1,540,325 | ||
Exercisable at end of period (in shares) | 934,323 | ||
Service Based [Member] | |||
Beginning balance, Outstanding (in shares) | 990,870 | 973,173 | |
Beginning balance, Weighted average exercise price (in dollars per share) | $ 6.01 | $ 6.13 | |
Granted | 12,647 | 24,348 | |
Granted, Weighted average exercise price | $ 17 | $ 9.55 | |
Exercised (in shares) | (1,500) | ||
Exercised, Weighted average exercise price (in dollars per share) | $ 5.88 | ||
Forfeited (in shares) | (6,651) | ||
Forfeited, Weighted average exercise price (in dollars per share) | $ 5.88 | ||
Ending balance, Outstanding (in shares) | 1,002,017 | 990,870 | 973,173 |
Ending balance, Weighted average exercise price (in dollars per share) | $ 6.15 | $ 6.01 | $ 6.13 |
Weighted average remaining contractual life (years) | 5 years 2 months 27 days | 6 years 2 months 9 days | 7 years 18 days |
Unvested at end of period (in shares) | 67,694 | ||
Unvested at end of period, Weighted average exercise price (in dollars per share) | $ 10.01 | ||
Exercisable at end of period (in shares) | 934,323 | ||
Exercisable at end of period, Weighted average exercise price (in dollars per share) | $ 5.87 | ||
Exercisable, Weighted average remaining contractual life (years) | 5 years 26 days | ||
Liquidity Options [Member] | |||
Beginning balance, Outstanding (in shares) | 1,472,631 | 1,436,073 | |
Beginning balance, Weighted average exercise price (in dollars per share) | $ 6.19 | $ 6.35 | |
Granted | 46,533 | ||
Granted, Weighted average exercise price | $ 9.58 | ||
Forfeited (in shares) | (9,975) | ||
Forfeited, Weighted average exercise price (in dollars per share) | $ 5.88 | ||
Ending balance, Outstanding (in shares) | 1,472,631 | 1,472,631 | 1,436,073 |
Ending balance, Weighted average exercise price (in dollars per share) | $ 6.19 | $ 6.19 | $ 6.35 |
Weighted average remaining contractual life (years) | 5 years 2 months 9 days | 6 years 2 months 9 days | 7 years 11 days |
Unvested at end of period (in shares) | 1,472,631 | ||
Unvested at end of period, Weighted average exercise price (in dollars per share) | $ 6.19 |
Share-Based Compensation (Sum70
Share-Based Compensation (Summary of RSU Activity) (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Beginning balance, Non-vested awards (in shares) | shares | |
Granted (in shares) | shares | 167,494 |
Ending balance, Non-vested awards (in shares) | shares | 167,494 |
Beginning balance, Non-vested awards weighted average grant date fair value (in dollars per share) | $ / shares | |
Granted, Non-vested awards weighted average grant date fair value (in dollars per share) | $ / shares | 18.78 |
Ending balance, Non-vested awards weighted average grant date fair value (in dollars per share) | $ / shares | $ 18.78 |
Share-Based Compensation (Sum71
Share-Based Compensation (Summary of Share-Based Compensation Expense Recognized in Selling, General and Administrative Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based compensation expense | $ 6,108 | $ 1,354 | $ 1,313 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based compensation expense | 775 | ||
Employee Stock Option [Member] | |||
Share-based compensation expense | 5,218 | $ 1,354 | $ 1,313 |
Employee Stock Purchase Plan [Member] | |||
Share-based compensation expense | $ 115 |
Employee Benefit Plan (Narrativ
Employee Benefit Plan (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
401(k) plan [Member] | |||
Employer discretionary contribution amount | $ 0.8 | $ 0.6 | $ 0.6 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | ||||
Income tax expense (benefit) | $ 670 | $ (8,818) | $ (16,224) | |
Effective tax rate | 34.10% | 33.00% | (137.50%) | |
Tax Act of 2017 income tax expense | $ 3,900 | |||
2017 Tax Act measurement period adjustment income tax expense benefit | 3,900 | |||
Tax Act of 2017 income tax benefit | 500 | |||
2017 Tax Act accumulated earnings of foreign subsidiaries | $ 4,400 | |||
Statutory corporate tax rate | 35.00% | 35.00% | 35.00% | |
Scenario, Plan [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Statutory corporate tax rate | 21.00% |
Income Taxes (Provision (Benefi
Income Taxes (Provision (Benefit) from Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current tax expense (benefit): | |||
U.S. Federal | $ 11,786 | $ (505) | $ (9,047) |
State | 628 | (145) | 189 |
Foreign | 7,215 | 1,098 | 3,934 |
Total current | 19,629 | 448 | (4,924) |
Deferred tax expense (benefit): | |||
U.S. Federal | (14,389) | (4,190) | (7,608) |
State | (299) | (133) | 253 |
Foreign | (4,271) | (4,943) | (3,945) |
Total deferred | (18,959) | (9,266) | (11,300) |
Total income tax expense (benefit) | $ 670 | $ (8,818) | $ (16,224) |
Income Taxes (Domestic and Fore
Income Taxes (Domestic and Foreign Components of Income (Loss) Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
U.S. | $ (6,337) | $ (15,221) | $ 18,047 |
Foreign | 8,299 | (11,524) | (6,246) |
Income (loss) before income tax | $ 1,962 | $ (26,745) | $ 11,801 |
Income Taxes (Summary of Items
Income Taxes (Summary of Items that Caused Recorded Income Taxes to Differ from Income Taxes Computed Using Statutory Federal Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||
Income tax expense at federal statutory rate | 35.00% | 35.00% | 35.00% |
Noncontrolling interest losses | 35.50% | 0.00% | 0.00% |
U.S. tax on foreign earnings | 200.50% | (3.60%) | 20.20% |
Deferred tax adjustment for foreign book value and tax basis differences | (197.30%) | 1.80% | (99.60%) |
Change in tax year for subsidiary | 0.00% | 0.00% | (105.90%) |
Effect of rate change on deferred tax | (24.30%) | 0.00% | 16.20% |
Nondeductible expenses | 36.60% | (0.20%) | 2.10% |
Non U.S. income taxed at different rates | (16.90%) | (3.60%) | 4.30% |
Research and other tax credits | (44.00%) | 3.00% | (6.30%) |
Stock-based compensation | 22.10% | (0.50%) | 1.00% |
Manufacturing deduction | (23.80%) | 0.30% | (7.60%) |
State taxes | 8.60% | 0.80% | 3.10% |
Change in valuation allowance | (2.30%) | 0.00% | 0.00% |
Other | 4.40% | 0.00% | 0.00% |
Total income tax expense (benefit) | 34.10% | 33.00% | (137.50%) |
Income Taxes (Tax Effects of Te
Income Taxes (Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Accruals not currently deductible | $ 3,344 | $ 2,829 |
Tax credit carryforwards | 872 | |
Other | 871 | 1,221 |
Total deferred tax assets | 4,215 | 4,922 |
Valuation allowance for deferred tax assets | (18) | (63) |
Total deferred tax assets | 4,197 | 4,859 |
Deferred tax liabilities: | ||
Depreciation and amortization | (27,404) | (33,913) |
Foreign currency translation | (358) | (6,843) |
Foreign unremitted earnings | (3,869) | |
Other | (618) | (813) |
Total deferred tax liabilities | (28,380) | (45,438) |
Net deferred tax liabilities | (24,183) | (40,579) |
Deferred income tax assets—current | 2,116 | |
Deferred income tax liabilities—noncurrent | $ (24,183) | $ (42,695) |
Earnings Per Share (Reconciliat
Earnings Per Share (Reconciliation of Numerator and Denominator for Calculating Earnings Per Share from Net Income (Loss)) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator—Basic | |||||||||||
Net income (loss) | $ (3,852) | $ 3,541 | $ (4,745) | $ 6,348 | $ (931) | $ (280) | $ (8,590) | $ (8,126) | $ 1,292 | $ (17,927) | $ 28,025 |
Less: income attributable to participating shares | 55 | 1,604 | |||||||||
Less: loss attributable to non-controlling interest | (810) | ||||||||||
Net income (loss) attributable to NCS Multistage Holdings, Inc.—Basic | 2,047 | (17,927) | 26,421 | ||||||||
Numerator—Diluted | |||||||||||
Net income (loss) | (3,852) | 3,541 | (4,745) | 6,348 | (931) | (280) | (8,590) | (8,126) | 1,292 | (17,927) | 28,025 |
Less: loss attributable to non-controlling interest | (810) | ||||||||||
Net income (loss) attributable to NCS Multistage Holdings, Inc.—Diluted | $ (3,343) | $ 3,386 | $ (4,491) | $ 6,550 | $ (931) | $ (280) | $ (8,590) | $ (8,126) | $ 2,102 | $ (17,927) | $ 28,025 |
Denominator | |||||||||||
Basic weighted average number of shares (in shares) | 40,484 | 34,008 | 29,966 | ||||||||
Exchangeable shares for common stock (in shares) | 1,786 | 1,819 | |||||||||
Dilutive effect of stock options, restricted stock and ESPP | 1,313 | 648 | |||||||||
Diluted weighted average number of shares (in shares) | 43,583 | 34,008 | 32,433 | ||||||||
Earnings (loss) per common share | |||||||||||
Basic (in dollars per share) | $ (0.08) | $ 0.07 | $ (0.11) | $ 0.18 | $ (0.03) | $ (0.01) | $ (0.25) | $ (0.24) | $ 0.05 | $ (0.53) | $ 0.88 |
Diluted (in dollars per share) | $ (0.08) | $ 0.07 | $ (0.11) | $ 0.18 | $ (0.03) | $ (0.01) | $ (0.25) | $ (0.24) | $ 0.05 | $ (0.53) | $ 0.86 |
Potentially dilutive securities excluded as anti-dilutive | 2,601 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) $ in Millions | Dec. 31, 2016USD ($) |
Related Party Transactions [Abstract] | |
Long-term note receivable due from related party | $ 0.8 |
Segment and Geographic Inform80
Segment and Geographic Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2017segment | |
Segment and Geographic Information [Abstract] | |
Number of reportable segments | 1 |
Segment and Geographic Inform81
Segment and Geographic Information (Summary of Revenue and Long-Lived Assets by Geographical Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Product sales | $ 144,666 | $ 73,220 | $ 80,079 | ||||||||
Services | 56,968 | 25,259 | 33,926 | ||||||||
Revenue | $ 50,184 | $ 55,957 | $ 36,857 | $ 58,636 | $ 35,441 | $ 28,650 | $ 11,281 | $ 23,107 | 201,634 | 98,479 | 114,005 |
Property and equipment, net | 23,651 | 9,759 | 23,651 | 9,759 | |||||||
United States [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Product sales | 41,261 | 17,595 | 24,857 | ||||||||
Services | 22,659 | 4,747 | 8,645 | ||||||||
Revenue | 63,920 | 22,342 | 33,502 | ||||||||
Property and equipment, net | 14,714 | 2,819 | 14,714 | 2,819 | |||||||
Canada [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Product sales | 96,716 | 53,088 | 53,108 | ||||||||
Services | 31,183 | 16,994 | 21,801 | ||||||||
Revenue | 127,899 | 70,082 | 74,909 | ||||||||
Property and equipment, net | 8,710 | $ 6,940 | 8,710 | 6,940 | |||||||
Other Countries [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Product sales | 6,689 | 2,537 | 2,114 | ||||||||
Services | 3,126 | 3,518 | 3,480 | ||||||||
Revenue | 9,815 | $ 6,055 | $ 5,594 | ||||||||
Property and equipment, net | $ 227 | $ 227 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenues | $ 50,184 | $ 55,957 | $ 36,857 | $ 58,636 | $ 35,441 | $ 28,650 | $ 11,281 | $ 23,107 | $ 201,634 | $ 98,479 | $ 114,005 |
Cost of sales | 24,595 | 25,958 | 18,885 | 29,354 | 19,936 | 14,713 | 6,489 | 12,695 | 98,792 | 53,833 | 54,713 |
Income (loss) from operations | (4,602) | 5,246 | (5,609) | 9,924 | (2,532) | (1,017) | (10,167) | (4,266) | 4,959 | (17,982) | (5,783) |
Net income (loss) | (3,852) | 3,541 | (4,745) | 6,348 | (931) | (280) | (8,590) | (8,126) | 1,292 | (17,927) | 28,025 |
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ (3,343) | $ 3,386 | $ (4,491) | $ 6,550 | $ (931) | $ (280) | $ (8,590) | $ (8,126) | $ 2,102 | $ (17,927) | $ 28,025 |
Basic (in dollars per share) | $ (0.08) | $ 0.07 | $ (0.11) | $ 0.18 | $ (0.03) | $ (0.01) | $ (0.25) | $ (0.24) | $ 0.05 | $ (0.53) | $ 0.88 |
Diluted (in dollars per share) | $ (0.08) | $ 0.07 | $ (0.11) | $ 0.18 | $ (0.03) | $ (0.01) | $ (0.25) | $ (0.24) | $ 0.05 | $ (0.53) | $ 0.86 |
Subsequent Events (Details)
Subsequent Events (Details) - Common Stock [Member] - shares | Feb. 14, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Events [Line Items] | ||||
Number of shares issued | 9,550,000 | 10,635 | 4,187,022 | |
Cemblend Systems, Inc. [Member] | Subsequent Event [Member] | ||||
Subsequent Events [Line Items] | ||||
Number of shares issued | 442,312 |
Schedule I - Financial Statem84
Schedule I - Financial Statements (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term note receivable due from related party | $ 0.8 | |
Parent Company [Member] | ||
Long-term note receivable due from related party | 0.8 | |
Total subsidiary loans | $ 168 | $ 6.7 |
Schedule I - Financial Statem85
Schedule I - Financial Statements (Condensed Balance Sheets) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||||
Cas and cash equivalents | $ 33,809 | $ 18,275 | $ 9,545 | $ 20,171 |
Accounts receivable - trade, net | 47,880 | 32,116 | ||
Total current assets | 117,809 | 75,022 | ||
Noncurrent assets | ||||
Total noncurrent assets | 346,104 | 251,805 | ||
Assets | 463,913 | 326,827 | ||
Current liabilities | ||||
Accrued expenses | 6,673 | 3,290 | ||
Total current liabilities | 31,689 | 17,543 | ||
Liabilities | 94,922 | 149,349 | ||
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, one share issued and outstanding at December 31, 2017 and one share authorized, issued and outstanding at December 31, 2016 | ||||
Common stock, $.01 par value, 54,000,000 shares authorized, 34,024,326 shares issued and 34,005,978 shares outstanding at | 439 | 340 | ||
Additional paid-in capital | 399,426 | 237,566 | ||
Accumulated other comprehensive loss | (66,707) | (82,015) | ||
Retained earnings | 23,864 | 21,762 | ||
Treasury stock, at cost; 18,348 shares at December 31, 2017 and at December 31, 2016 | (175) | (175) | ||
Total stockholders’ equity | 356,847 | 177,478 | ||
Total liabilities and stockholders' equity | 463,913 | 326,827 | ||
Parent Company [Member] | ||||
Current assets | ||||
Cas and cash equivalents | 1,498 | 131 | $ 36 | $ 792 |
Accounts receivable - trade, net | 4 | 4 | ||
Total current assets | 1,502 | 135 | ||
Noncurrent assets | ||||
Investment in subsidiaries | 187,413 | 169,889 | ||
Loans to subsidiary companies | 168,018 | 6,723 | ||
Long term note receivable | 751 | |||
Total noncurrent assets | 355,431 | 177,363 | ||
Assets | 356,933 | 177,498 | ||
Current liabilities | ||||
Accrued expenses | 86 | 20 | ||
Total current liabilities | 86 | 20 | ||
Liabilities | 86 | 20 | ||
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Common stock, $.01 par value, 54,000,000 shares authorized, 34,024,326 shares issued and 34,005,978 shares outstanding at | 439 | 340 | ||
Additional paid-in capital | 399,426 | 237,566 | ||
Accumulated other comprehensive loss | (66,707) | (82,015) | ||
Retained earnings | 23,864 | 21,762 | ||
Treasury stock, at cost; 18,348 shares at December 31, 2017 and at December 31, 2016 | (175) | (175) | ||
Total stockholders’ equity | 356,847 | 177,478 | ||
Total liabilities and stockholders' equity | $ 356,933 | $ 177,498 |
Schedule I - Financial Statem86
Schedule I - Financial Statements (Condensed Balance Sheets Additional Information) (Details) - $ / shares | Dec. 31, 2017 | Apr. 27, 2017 | Dec. 31, 2016 |
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 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 | 225,000,000 | 54,000,000 |
Common stock, shares issued (in shares) | 43,931,484 | 34,024,326 | |
Common stock, shares outstanding (in shares) | 43,913,136 | 34,005,978 | |
Parent Company [Member] | |||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 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) | 43,931,484 | 34,024,326 | |
Common stock, shares outstanding (in shares) | 43,913,136 | 34,005,978 |
Schedule I - Financial Statem87
Schedule I - Financial Statements (Condensed Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net income (loss) | $ (3,343) | $ 3,386 | $ (4,491) | $ 6,550 | $ (931) | $ (280) | $ (8,590) | $ (8,126) | $ 2,102 | $ (17,927) | $ 28,025 |
Parent Company [Member] | |||||||||||
Equity in net income (loss) of subsidiaries | 2,216 | (17,840) | 28,122 | ||||||||
Other Loss | (114) | (87) | (97) | ||||||||
Net income (loss) | $ 2,102 | $ (17,927) | $ 28,025 |
Schedule I - Financial Statem88
Schedule I - Financial Statements (Condensed Statements of Consolidated Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net income (loss) | $ (3,343) | $ 3,386 | $ (4,491) | $ 6,550 | $ (931) | $ (280) | $ (8,590) | $ (8,126) | $ 2,102 | $ (17,927) | $ 28,025 |
Foreign currency translation adjustments, net of tax of $0 | 15,308 | 6,655 | (43,280) | ||||||||
Comprehensive income (loss) | 16,600 | (11,272) | (15,255) | ||||||||
OtherComprehensiveIncomeLossForeignCurrencyTranslationAdjustmentTax | 17,410 | (11,272) | (15,255) | ||||||||
Parent Company [Member] | |||||||||||
Net income (loss) | 2,102 | (17,927) | 28,025 | ||||||||
Foreign currency translation adjustments, net of tax of $0 | 15,308 | 6,655 | (43,280) | ||||||||
Comprehensive income (loss) | 17,410 | (11,272) | (15,255) | ||||||||
OtherComprehensiveIncomeLossForeignCurrencyTranslationAdjustmentTax | $ 0 | $ 0 | $ 0 |
Schedule I - Financial Statem89
Schedule I - Financial Statements (Condensed Statements of Cash Flows) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||||||||||
Net income (loss) | $ (3,343) | $ 3,386 | $ (4,491) | $ 6,550 | $ (931) | $ (280) | $ (8,590) | $ (8,126) | $ 2,102 | $ (17,927) | $ 28,025 |
Adjustments to reconcile net income (loss) to net cash | |||||||||||
Accrued expenses | 2,843 | 1,861 | (6,672) | ||||||||
Net cash provided by operating activities | 16,114 | 10,684 | 4,369 | ||||||||
Cash flows from investing activities | |||||||||||
Issuance of note receivable—related party | (755) | ||||||||||
Net cash used in investing activities | (85,221) | (1,840) | (1,221) | ||||||||
Cash flows from financing activities | |||||||||||
Proceeds from related party note receivable | 752 | ||||||||||
Proceeds from issuance of common stock, net of offering costs | 151,356 | 102 | 39,999 | ||||||||
Net cash provided by financing activities | 84,033 | (315) | (12,766) | ||||||||
Net change in cash and cash equivalents | 15,534 | 8,730 | (10,626) | ||||||||
Cash and cash equivalents beginning of period | 18,275 | 9,545 | 18,275 | 9,545 | 20,171 | ||||||
Cash and cash equivalents end of period | 33,809 | 18,275 | 33,809 | 18,275 | 9,545 | ||||||
Parent Company [Member] | |||||||||||
Cash flows from operating activities | |||||||||||
Net income (loss) | 2,102 | (17,927) | 28,025 | ||||||||
Adjustments to reconcile net income (loss) to net cash | |||||||||||
Equity in net (loss) income of subsidiaries | (2,216) | 17,840 | (28,122) | ||||||||
Accrued expenses | 65 | 80 | 97 | ||||||||
Net cash provided by operating activities | (49) | (7) | |||||||||
Cash flows from investing activities | |||||||||||
Investment in subsidiaries | (40,000) | ||||||||||
Issuance of note receivable—related party | (755) | ||||||||||
Loans to affiliated company | (151,196) | ||||||||||
Net cash used in investing activities | (151,196) | (40,755) | |||||||||
Cash flows from financing activities | |||||||||||
Contributions from shareholders | 102 | 39,999 | |||||||||
Proceeds from related party note receivable | 752 | ||||||||||
Proceeds from issuance of common stock, net of offering costs | 151,860 | ||||||||||
Net cash provided by financing activities | 152,612 | 102 | 39,999 | ||||||||
Net change in cash and cash equivalents | 1,367 | 95 | (756) | ||||||||
Cash and cash equivalents beginning of period | $ 131 | $ 36 | 131 | 36 | 792 | ||||||
Cash and cash equivalents end of period | $ 1,498 | $ 131 | $ 1,498 | $ 131 | $ 36 |
Schedule II - Valuation and Q90
Schedule II - Valuation and Qualifying Accounts (Schedule II - Valuation and Qualifying Accounts) (Details) - Accrued obsolescence for inventory [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Balance at Beginning of Period | $ 3,992 | $ 1,577 | $ 83 |
Charges to Costs and Expenses | 1,192 | 5,082 | 1,494 |
Recoveries and Write-Offs | (3,884) | (2,667) | |
Balance at End of Period | $ 1,300 | $ 3,992 | $ 1,577 |