Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 06, 2019 | Jun. 30, 2018 | |
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 | Smaller Reporting Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 46,669,205 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 173.2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 25,131 | $ 33,809 |
Accounts receivable - trade, net | 49,984 | 47,880 |
Inventories | 32,753 | 33,135 |
Prepaid expenses and other current assets | 2,037 | 1,616 |
Other current receivables | 4,685 | 1,369 |
Total current assets | 114,590 | 117,809 |
Noncurrent assets | ||
Property and equipment, net | 32,296 | 23,651 |
Goodwill | 23,112 | 184,478 |
Identifiable intangibles, net | 48,985 | 136,412 |
Deposits and other assets | 1,392 | 1,563 |
Deferred income taxes, net | 9,326 | |
Total noncurrent assets | 115,111 | 346,104 |
Total assets | 229,701 | 463,913 |
Current liabilities | ||
Accounts payable—trade | 7,167 | 7,448 |
Accrued expenses | 4,084 | 6,673 |
Income taxes payable | 184 | 10,561 |
Current contingent consideration | 9,963 | |
Other current liabilities | 1,991 | 1,673 |
Current maturities of long-term debt | 2,236 | 5,334 |
Total current liabilities | 25,625 | 31,689 |
Noncurrent liabilities | ||
Long-term debt, less current maturities | 23,455 | 21,702 |
Noncurrent contingent consideration | 12,835 | |
Other long-term liabilities | 1,258 | 4,513 |
Deferred income taxes, net | 3,132 | 24,183 |
Total noncurrent liabilities | 27,845 | 63,233 |
Total liabilities | 53,470 | 94,922 |
Commitments and contingencies (Note 10) | ||
Stockholders' Equity | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, one share issued and outstanding at December 31, 2018 and 2017 | ||
Common stock, $0.01 par value, 225,000,000 shares authorized, 45,100,771 shares issued and 45,072,463 shares outstanding at December 31, 2018 and 43,931,484 shares issued and 43,913,136 shares outstanding at December 31, 2017 | 451 | 439 |
Additional paid-in capital | 411,423 | 399,426 |
Accumulated other comprehensive loss | (84,030) | (66,707) |
Retained (deficit) earnings | (166,206) | 23,864 |
Treasury stock, at cost; 28,308 shares at December 31, 2018 and 18,348 shares at December 31, 2017 | (337) | (175) |
Total stockholders’ equity | 161,301 | 356,847 |
Non-controlling interest | 14,930 | 12,144 |
Total equity | 176,231 | 368,991 |
Total liabilities and stockholders' equity | $ 229,701 | $ 463,913 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 10,000,000 |
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 |
Common stock, shares issued (in shares) | 45,100,771 | 43,931,484 |
Common stock, shares outstanding (in shares) | 45,072,463 | 43,913,136 |
Treasury stock, shares (in shares) | 28,308 | 18,348 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||
Revenues | $ 226,963 | $ 201,634 | $ 98,479 |
Cost of sales | |||
Cost of product sales, exclusive of depreciation and amortization expense shown below | 74,892 | 76,288 | 40,511 |
Cost of services, exclusive of depreciation and amortization expense shown below | 33,414 | 22,504 | 13,322 |
Total cost of sales, exclusive of depreciation and amortization expense shown below | 108,306 | 98,792 | 53,833 |
Selling, general and administrative expenses | 82,813 | 64,707 | 37,061 |
Depreciation | 4,747 | 3,193 | 1,766 |
Amortization | 13,090 | 24,458 | 23,801 |
Change in fair value of contingent consideration | (2,872) | 5,525 | |
Impairments | 227,543 | ||
(Loss) income from operations | (206,664) | 4,959 | (17,982) |
Other income (expense) | |||
Interest expense, net | (1,963) | (4,306) | (6,286) |
Other income, net | 182 | 1,085 | 45 |
Foreign currency exchange gain (loss) | 162 | 224 | (2,522) |
Total other expense | (1,619) | (2,997) | (8,763) |
(Loss) income before income tax | (208,283) | 1,962 | (26,745) |
Income tax (benefit) expense | (23,052) | 670 | (8,818) |
Net (loss) income | (185,231) | 1,292 | (17,927) |
Net income (loss) attributable to non-controlling interest | 5,086 | (810) | |
Net (loss) income attributable to NCS Multistage Holdings, Inc. | $ (190,317) | $ 2,102 | $ (17,927) |
(Loss) earnings per common share | |||
Basic (loss) earnings per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | $ (4.25) | $ 0.05 | $ (0.53) |
Diluted (loss) earnings per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | $ (4.25) | $ 0.05 | $ (0.53) |
Weighted average common shares outstanding | |||
Basic | 44,788 | 40,484 | 34,008 |
Diluted | 44,788 | 43,583 | 34,008 |
Product sales [Member] | |||
Revenues | |||
Revenues | $ 156,781 | $ 144,666 | $ 73,220 |
Services [Member] | |||
Revenues | |||
Revenues | $ 70,182 | $ 56,968 | $ 25,259 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME [Abstract] | |||
Net (loss) income | $ (185,231) | $ 1,292 | $ (17,927) |
Foreign currency translation adjustments, net of tax of $0 | (17,323) | 15,308 | 6,655 |
Comprehensive (loss) income | (202,554) | 16,600 | (11,272) |
Comprehensive income (loss) attributable to non-controlling interest | 5,086 | (810) | |
Comprehensive (loss) income attributable to NCS Multistage Holdings, Inc. | $ (207,640) | $ 17,410 | $ (11,272) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME [Abstract] | |||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings (Deficit) [Member] | Treasury Stock [Member] | Non-controlling Interest [Member] | Total |
Beginning balance at Dec. 31, 2015 | $ 340,000 | $ 236,110,000 | $ (88,670,000) | $ 39,689,000 | $ 187,469,000 | |||
Beginning balance, shares at Dec. 31, 2015 | 1 | 34,013,691 | ||||||
Contributions/Issuance of common stock upon IPO, net of offering costs | 102,000 | 102,000 | ||||||
Contributions/Issuance of common stock upon IPO, net of offering costs, shares | 10,635 | |||||||
Share-based compensation | 1,354,000 | 1,354,000 | ||||||
Shares withheld/Treasury shares purchased at cost | $ (175,000) | (175,000) | ||||||
Shares withheld/Treasury shares purchased at cost, shares | (18,348) | |||||||
Net income (loss) | (17,927,000) | (17,927,000) | ||||||
Currency translation adjustment | 6,655,000 | 6,655,000 | ||||||
Ending balance at Dec. 31, 2016 | $ 340,000 | 237,566,000 | (82,015,000) | 21,762,000 | $ (175,000) | 177,478,000 | ||
Ending balance, shares at Dec. 31, 2016 | 1 | 34,024,326 | ||||||
Ending balance, Treasury Stock, shares at Dec. 31, 2016 | (18,348) | |||||||
Contributions/Issuance of common stock upon IPO, net of offering costs | $ 95,000 | 148,841,000 | 148,936,000 | |||||
Contributions/Issuance of common stock upon IPO, net of offering costs, shares | 9,550,000 | |||||||
Share-based compensation | 6,108,000 | 6,108,000 | ||||||
Acquisitions | $ 4,000 | 6,903,000 | $ 12,954,000 | 19,861,000 | ||||
Acquisitions, shares | 355,658 | |||||||
Net income (loss) | 2,102,000 | (810,000) | 1,292,000 | |||||
Exercise of stock options | $ 1,500 | 8,000 | 8,000 | |||||
Currency translation adjustment | 15,308,000 | 15,308,000 | ||||||
Ending balance at Dec. 31, 2017 | $ 439,000 | 399,426,000 | (66,707,000) | 23,864,000 | $ (175,000) | 12,144,000 | $ 368,991,000 | |
Ending balance, shares at Dec. 31, 2017 | 1 | 43,931,484 | ||||||
Ending balance, Treasury Stock, shares at Dec. 31, 2017 | (18,348) | (18,348) | ||||||
Adoption of ASC 606 at Dec. 31, 2017 | 247,000 | $ 247,000 | ||||||
Share-based compensation | 10,930,000 | 10,930,000 | ||||||
Shares withheld/Treasury shares purchased at cost | $ (162,000) | (162,000) | ||||||
Shares withheld/Treasury shares purchased at cost, shares | (9,960) | |||||||
Net income (loss) | (190,317,000) | 5,086,000 | (185,231,000) | |||||
Distribution to noncontrolling interest | (2,300,000) | (2,300,000) | ||||||
Exercise of stock options | $ 8,000 | 1,071,000 | 1,079,000 | |||||
Exercise of stock options, shares | 690,254 | |||||||
Vesting of restricted stock | $ 36,721 | |||||||
Cemblend exchangeable shares | $ 4,000 | (4,000) | ||||||
Cemblend exchangeable shares, shares | 442,312 | |||||||
Currency translation adjustment | (17,323,000) | (17,323,000) | ||||||
Ending balance at Dec. 31, 2018 | $ 451,000 | $ 411,423,000 | $ (84,030,000) | $ (166,206,000) | $ (337,000) | $ 14,930,000 | $ 176,231,000 | |
Ending balance, shares at Dec. 31, 2018 | 1 | 45,100,771 | ||||||
Ending balance, Treasury Stock, shares at Dec. 31, 2018 | (28,308) | (28,308) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net (loss) income | $ (185,231) | $ 1,292 | $ (17,927) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 17,837 | 27,651 | 25,567 |
Impairments | 227,543 | ||
Amortization of deferred loan cost | 334 | 444 | 740 |
Share-based compensation | 10,930 | 6,108 | 1,354 |
Provision for inventory obsolescence | 1,673 | 2,415 | |
Deferred income tax benefit | (28,840) | (18,959) | (9,266) |
Loss (gain) on sale of property and equipment | 74 | (33) | (143) |
Foreign exchange (gain) loss on financing item | (1,760) | 2,576 | |
Write-off of deferred loan costs | 1,422 | ||
Change in fair value of contingent consideration | (2,872) | 5,525 | |
Provision for doubtful accounts | 304 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable—trade | (4,213) | (9,490) | (6,482) |
Inventories | (2,949) | (10,608) | 3,540 |
Prepaid expenses and other assets | (624) | (114) | (119) |
Accounts payable—trade | 219 | (3,755) | 5,131 |
Accrued expenses | (2,430) | 2,843 | 1,861 |
Other liabilities | (620) | (247) | 1,209 |
Income taxes receivable/payable | (17,109) | 15,795 | 228 |
Net cash provided by operating activities | 14,026 | 16,114 | 10,684 |
Cash flows from investing activities | |||
Purchases of property and equipment | (11,134) | (5,366) | (1,157) |
Purchase and development of software and technology | (4,675) | (54) | |
Proceeds from sales of property and equipment | 399 | 354 | 317 |
Proceeds (funding) from short-term note receivable | 1,000 | (1,000) | |
Acquisition of businesses, net of cash acquired | (81,155) | ||
Net cash used by investing activities | (15,410) | (85,221) | (1,840) |
Cash flows from financing activities | |||
Equipment note borrowings | 1,988 | 1,533 | |
Payments on equipment note and capital leases | (2,422) | (704) | |
Promissory note borrowings | 5,360 | 8,995 | |
Payments on promissory note | (8,673) | (5,682) | |
Line of credit borrowings | 20,000 | ||
Payment of deferred loan cost related to senior secured credit facility | (971) | ||
Payments related to public offering | (2,178) | (242) | |
Proceeds from related party note receivable | 752 | ||
Repayment of term note | (89,077) | ||
Proceeds from issuance of common stock, net of offering costs | 151,356 | 102 | |
Proceeds from the exercise of options for common stock, net | 1,079 | 9 | |
Purchases of treasury stock | (175) | ||
Treasury shares withheld | (162) | ||
Distribution to noncontrolling interest | (2,300) | ||
Net cash (used) provided by financing activities | (5,130) | 84,033 | (315) |
Effect of exchange rate changes on cash and cash equivalents | (2,164) | 608 | 201 |
Net change in cash and cash equivalents | (8,678) | 15,534 | 8,730 |
Cash and cash equivalents beginning of period | 33,809 | 18,275 | |
Cash and cash equivalents end of period | 25,131 | 33,809 | 18,275 |
Supplemental cash flow information | |||
Cash paid for interest, net of amounts capitalized | 1,373 | 3,023 | 5,447 |
Cash paid for income taxes (net of refunds) | 22,356 | 4,033 | 130 |
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 capital leases | 2,603 | $ 1,092 | |
Changes in accounts payable related to capital expenditures | $ 783 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization and Basis of Presentation [Abstract] | |
Organization and Basis of Presentation | Note 1. Organiz ation and Basis of Presentation Organization NCS Multistage Holdings, Inc., a Delaware corporation, 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; Billings, Montana; and Calgary, Red Deer, Grande Prairie and Estevan, Canada. Basis of Presentation Our accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany transactions have been eliminated in consolidation . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 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 significant foreign subsidiaries 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 significant foreign subsidiaries 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 derive our revenues primarily from highly engineered products and support services. Revenues are 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 such arrangements do not generally include right of return or other similar provisions or other significant post-delivery obligations. Sales and value added taxes that we collect concurrent with revenue-producing activities are excluded from revenue. We determine revenue recognition through the following steps: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price and (v) satisfy the performance obligation. On occasion, we issue credits to our customers that are related specifically to the performance of our products or the services we provide, with such credits reducing the amount of revenue for that sale or job. Such credits are infrequent, situation-specific and cannot be estimated in advance. The payment terms and conditions in our customer contracts vary. We do not have contracts that contain a financing component and do not accept noncash consideration from customers. NCS has elected to recognize shipping and handling costs when the control of the product transfers to the customer. These costs are included in cost of sales in our consolidated statements of operations. Product Sales Revenues For product sale arrangements that are standard inventory products or modified inventory products with an alternative use, revenue is recognized at a point in time when control transfers. Control generally transfers upon shipment or delivery, and delivery is based on the customer instructions. Customers may also request bill and hold arrangements in writing. Once we have completed the bill and hold order, the products are segregated from the rest of inventory in the warehouse. The transaction price for product sales having a performance obligation is the price per unit times the unit quantity ordered and shipped to the customer or consumed at the well site. Services Revenue For service arrangements that do not have a contract provision with a right to a payment for services up to the date of termination, revenue is recognized when the job has been completed, which usually includes a customer signature or acknowledgement and when there are no additional services or future obligations required by us. The transaction price is determined by the contract unit day rate times the cumulative number of days of service provided upon the completion of the service and upon customer acceptance. For service arrangements that do have a contract provision with a right to payment for services up to the date of termination, revenue is recognized over time using a unit rate (labor and materials) output method that corresponds to the value we would receive upon termination of the contract at a reporting period. In applying the output method at the end of a quarter, we check that there is no material work in progress that is not in the measurement of the output. The transaction price for the period end is determined by the contract unit rate times the cumulative number of units earned up to the reporting period less any revenue recognized in prior periods. 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 significant foreign subsidiaries 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. No single customer individually accounted for 10% or more of our consolidated revenue during 2018. One customer accounted for 12% of our trade receivable accounts balance as of December 31, 2018, with the majority of the balance collected in January 2019. For the years ended December 31, 2017 and 2016 , there was one customer that accounted for 10% or more of the total revenue 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 and $25.5 million, or 26% of 2016 total revenue for the year ended December 31, 2016 . The a mount due from this customer included in trade accounts receivable in the accompanying consolidated balance sheets was $2.0 million as of December 31, 2017 . No other customer individually accounted for 10% or more of our consolidated revenue during 2018, 2017 and 2016 or trade receivable balance as of December 31, 2018 and 2017. 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, 2018 and 2017 , we have recorded $0.3 million and $11 thousand, respectively, in provisions for doubtful accounts. Inventories Inventories consist primarily of raw material, product components, assembled products, certain components used to internally construct our frac isolation assemblies and chemicals, in raw material or finished goods, used in our tracer diagnostics services. 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. Impairments We evaluate our property and equipment and finite-lived intangible assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We assess recoverability based on undiscounted future net cash flows. Should the review indicate that the carrying value is not fully recoverable, the amount of the impairment loss is determined by comparing the carrying value to the estimated fair value. Estimating future net cash flows requires us to make judgements regarding long-term forecasts of future revenues and costs related to the assets subject to review. These forecasts are uncertain in that they require assumptions about our revenue growth, operating margins, capital expenditures, future market conditions and technological developments. If changes in these assumptions occur, our expectations regarding future net cash flows may change such that a material impairment could result. We recorded an impairment of $73.5 million related to identifiable intangible assets, which we recorded in the fourth quarter of 2018. For additional information, s ee “Note 7. Goodwill and Intangibles”. There was no impairment related to fixed assets in 2018. No fixed asset or finite-lived intangible impairments were recorded in 2017 or 2016. An assessment for goodwill impairment is performed annually or when there is an indication an impairment may have occurred. We typically 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 combination of a market multiple and a discounted cash flow approach. Determining the fair value of a reporting unit requires the use of estimates, assumptions and judgement. The principal estimates and assumptions that we use include revenue growth, operating margins, capital expenditures, future market conditions, weighted average costs of capital, a terminal growth rate, the set of comparable companies utilized, and the earnings metrics and multiples utilized. We believe that the estimates and assumptions used in impairment assessments are reasonable . If the reporting unit’s carrying value is greater than its calculated fair value, we recognize a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds the calculated fair value. We recorded an impairment charge of $154.0 million for the year ended December 31, 2018. For additional information, s ee “Note 7. Goodwill and Intangibles”. No impairments were recorded in 2017 or 2016. 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 - 5 ) 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. 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. Certain costs incurred in the development of internal-use software applications are capitalized and costs incurred outside of the software application development stage are expensed as incurred. The amounts capitalized are included in intangibles, categorized as internally developed software, and will be amortized on a straight-line basis over the estimated useful life of the software when it is ready for its intended use. These assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Income Taxes We are 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 it is more likely than not that some portion or all the deferred tax assets will not be realized. As of December 31, 2018 and 2017 , our valuation allowance was $1.1 million and $18 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, 2018 , 2017 and 2016 , respectively, we recognized $0.1 million, $0.2 million and $0.1 million in interest and penalties. We had $0.6 million and $0.6 million in interest and penalties accrued at December 31, 2018 and 2017 , 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, 2018 and 2017. We believe that there are no tax positions taken or expected to be taken as of December 31, 2018 and 2017 that would significantly increase or decrease unrecognized tax benefits within the next twelve months following the balance sheet date. As of December 31, 2018 and 2017, 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 our initial public offering (“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, 2018 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 $4.4 million and $91.3 million as of December 31, 2018 and 2017, respectively, of our book value in excess of 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. During 2018, the Canada Revenue Agency (“CRA”) commenced an examination of our transfer pricing on Canadian income tax returns for the 2012 through 2015 filings and no tax adjustments have been 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 and 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 (“RSUs”), the Black-Scholes model for options and a Monte Carlo simulation for the performance stock unit awards (“PSUs”). We also have an 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”), which allows eligible employees to purchase shares of our common stock. The purchase price of the stock is 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 ESPP is also estimated using the Black-Scholes model. 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 Measurements . 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 4. 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 0.0% , 4.2% and 0.0% of the net income for December 31, 2018, 2017 and 2016 , 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 RSUs and PSUs, purchases under the ESPP 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 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 products. We incurred approximately $3.8 million, $3.0 million and $3.3 million in research and development costs for the years ended December 31, 2018 , 2017 and 2016 , respectively. These costs are recorded in selling, general and administrative (“SG&A”) expenses on the consolidated statements of operations. Recent Accounting Pronouncements Pronouncements Adopted in 2018 In June 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-07 , Improvements to Nonemployee Share-Based Payment Accounting (Topic 718). The ASU is intended to reduce the cost and complexity and to improve financial reporting for nonemployee share-based payments. The ASU expands the scope of Topic 718 to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU is for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606, Revenue from Contracts with Customers . We elected to early adopt this ASU effective April 1, 2018. The adoption of this ASU did not have a material impact on our consolidated financial statements. 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 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We adopted ASU 2017-01 effective January 1, 2018, which did not 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 adopted ASU 2016-15 effective January 1, 2018, which did not have a material impact on our consolidated financial statements. 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 supersedes existing revenue recognition guidance and requires 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. On January 1, 2018, we adopted ASU 2014-09 and its related amendments (collectively known as “ASC 606”), using the modified retrospective method. We have concluded that the adoption of this ASU did not have a material impact on our consolidated financial statements. See “Note 3. Revenue” for the required disclosures related to the impact of adopting this standard. Pronouncements Not Yet Effective In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) . The ASU aligns the requirements to capitalize implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements to capitalize implementation costs incurred to develop or obtain internal-use software. For public entities, this guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. We are currently evaluating the impact of the adoption of this guidance. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) . The ASU modifies, removes and adds certain disclosure requirements on fair value measurements. For public entities, this guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted for all amendments. Further, entities may early adopt eliminated or modified disclosure requirements and delay the adoption of all new disclosure requirements until the effective date. We are currently evaluating the impact of the adoption of this guidance. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . Under ASC 842, lessees will need to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use (“ROU”) assets. The new lease standard also changes the definition of a lease and requires expanded quantitative and qualitative disclosures for both lessees and lessors. NCS elected to adopt ASC 842 effective January 1, 2019, using the modified retrospective transition method and applying certain optional practical expedients. We elected an optional transition method that allowed application of the new standard at the adoption date and the recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption with no adjustment to previously reported results. We also elected practical ex |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Revenues [Abstract] | |
Revenues | Note 3. Revenues On January 1, 2018, we adopted ASC 606 and elected to use the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance of ASC 605, Revenue Recognition. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services if certain criteria are met. Financial Statement Impact of Adopting ASC 606 The cumulative effect of the changes made to our consolidated balance sheet at January 1, 2018 for the adoption of ASC 606 using the modified retrospective method was as follows (in thousands): Balance at Adjustments December 31, due to Balance at 2017 ASC 606 January 1, 2018 Assets Accounts receivable—trade, net $ 47,880 $ 313 $ 48,193 Liabilities Income taxes payable $ 10,561 $ 66 $ 10,627 Equity Retained earnings $ 23,864 $ 247 $ 24,111 The following tables compare the reported consolidated balance sheet as of December 31, 2018 and statements of operations for the year ended December 31, 2018 , to the balances without the adoption of ASC 606 (in thousands): As of December 31, 2018 Balances Effect of without Adoption Change As Reported of ASC 606 Higher/(Lower) Balance Sheet Assets Accounts receivable—trade, net $ 49,984 $ 49,806 $ 178 Liabilities Income taxes payable $ 184 $ 147 $ 37 Equity Retained deficit $ (166,206) $ (166,347) $ 141 Year Ended December 31, 2018 Balances without Adoption Effect of Change As Reported of ASC 606 Higher/(Lower) Income Statement Revenues Services $ 70,182 $ 70,317 $ (135) Costs and expenses Income tax expense $ (23,052) $ (23,024) $ (28) Net income $ (185,231) $ (185,124) $ (107) Net income attributable to NCS Multistage Holdings, Inc. $ (190,317) $ (190,210) $ (107) Disaggregation of Revenue We sell our products and services primarily in North America and in selected international markets. Revenue by geography is attributed based on the current billing address of the customer . See “Note 16. Segment and Geographic Information” for our disaggregated revenue. Contract Balances When the timing of the delivery of products and provision of services is different from the timing of the customer payments, we recognize either a contract asset (performance precedes contractual due date in connection with estimates of variable consideration) or a contract liability (customer payment precedes performance) on our consolidated balance sheet. The following table includes the contract assets and liabilities as of December 31, 2018 and January 1, 2018 (in thousands): Contract Assets Contract Liabilities Current Non-Current Current Non-Current Balance at January 1, 2018 $ — $ — $ 170 $ — Additions — — 887 — Revenue recognized — — (542) — Balance at December 31, 2018 $ — $ — $ 515 $ — Our contract liability as of December 31, 2018 is included in current liabilities on our consolidated balance sheet. Our performance obligations for our product and service revenues are usually satisfied before the customer’s payment although prepayments may occasionally be required for international sales. Contracts with Multiple Performance Obligations Approximately 99% of our product and service revenues are considered a single performance obligation. Our self-service product line, which is less than one percent of our revenue for the year ended December 31, 2018, is made up of two performance obligations: (i) the delivery of tracer materials to a customer well site and (ii) the creation of diagnostic reports ordered by customers when we do not perform an integrated service. For these contracts, we do not allocate the transaction price as the individual performance obligations are sold at standalone prices in the customer order. The transaction prices for our self-service product line that have two performance obligations are (i) the price per unit times the quantity of tracer materials and (ii) prices charged for diagnostic reports ordered by and delivered to the customer. Practical Expedients and Exemptions We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within SG&A expenses on the consolidated statements of operations. We do not disclose the value of unsatisfied performance obligations when the related contract has a duration of one year or less or we recognize revenue equal to what we have the right to invoice when that amount corresponds directly with the value to the customer of our performance to date. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions [Abstract] | |
Acquisitions | Note 4. Acquisitions Spectrum Tracer Services On August 31, 2017, we acquired 100% of the equity interests in Spectrum Tracer Services, LLC (“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 (as defined below). We believe Spectrum’s tracer diagnostics services offering 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 end ed 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. We first estimated the fair value of the earn-out using a Black-Scholes closed form option pricing model and then began using a risk-neutral option pricing analysis within a Monte Carlo simulation framework. The earn-out is subject to re-measurement each reporting period using Level 3 inputs until it has been paid. 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, 2018 , the earn-out had no value. As of December 31, 2017, the earn-out had a value of $3.4 million and was included in noncurrent contingent consideration on the consolidated balance sheet. We recognized a benefit of $(3.4) million and an expense of $3.0 million for the years ended December 31, 2018 and 2017, respectively, as a change in fair value of contingent consideration expense in the consolidated statements of operations related to the fair value adjustment 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 condensed combined financial information has been included for comparative purposes and is not necessarily indicative of the results that might have actually occurred had the Spectrum acquisition taken place on January 1, 2016; furthermore, the financial information is not intended to be a projection of future results. The following table summarizes our 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) 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. By combining Spectrum’s tracer diagnostics services offering with our existing portfolio of completions products and services, we believe we have an opportunity to increase our revenue through the cross-selling of tracer diagnostics services to current NCS customers and to sell NCS’s completions products and services to current Spectrum customers. This expected synergy gives rise to goodwill being recorded as part of the purchase price of Spectrum. The purchase price allocation was finalized during the third quarter of 2018. We have recognized $40.2 million of goodwill as a result of the transaction of which approximately $6 million, including deferred taxes, will be non-deductible for tax purposes. As a result of unfavorable oil and gas industry market conditions in late 2018 that have continued to persist into early 2019, and the related impact on expected customer activity levels, particularly in Canada, as well as a decline in the quoted price of our common stock, NCS concluded that the carrying amount of our goodwill exceeded the fair value and we recorded a goodwill impairment charge of approximately $ 31.9 million for the business unit that includes our tracer diagnostics services. See “Note 2. Summary of Significant Accounting Policies” for additional information. We also incurred acquisition costs of $0.7 million and $1.0 million related to this acquisition during the years ended December 31, 2017 and 2 016, 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 1,010 Other long-term liabilities 1,191 Total liabilities assumed 3,363 Net identifiable assets acquired 43,503 Goodwill 40,241 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 $1.7 million and $0.6 million for the years ended December 31, 2018 and 2017, respectively . Repeat Precision On February 1, 2017, we acquired a 50% interest in Repeat Precision, LLC (“Repeat Precision”) for $6 .0 million. Historically, the business had 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 composite frac plugs and related products, 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. 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 it has been paid. 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, 2018 , the earn-out had a value o f $ 10. 0 million. We recognized an expense of $0.5 million and $2.5 million for the years ended December 31, 2018 and 2017, respectively, as a change in fair value of contingent consideration expense in the consolidated statements of operations related to the fair value of the Repeat earn-out. On January 31, 2019, the cash payment of $10.0 million for the Repeat Precision earn-out consideration was paid to the joint venture partner. As NCS has the controlling voting interest in Repeat Precision, 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. By combining Repeat Precision’s expertise in providing high-quality machining services with NCS’s engineering capabilities, product development expertise and customer relationships, we believe that we have additional revenue opportunities for NCS to leverage the vertically integrated supply chain by developing and marketing new completions products. This expected synergy gives rise to goodwill being recorded as part of the purchase price of Repeat. The purchase price allocation was finalized during the first quarter of 2018. 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. We also incurred acquisition costs of $0.3 million related to this acquisition for the year ended December 31, 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, Business Combinations , 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 Repeat Precision acquisition was $0.5 million and $0.4 million for the years ended December 31, 2018 and 2017, respectively . |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventories [Abstract] | |
Inventories | Note 5. Inventories Inventories consist of the following as of December 31, 2018 and 2017 (in thousands): December 31, December 31, 2018 2017 Raw materials $ 2,470 $ 2,412 Work in process 57 623 Finished goods 30,226 30,100 $ 32,753 $ 33,135 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 6. Property and Equipment Property and equipment by major asset class consist of the following as of December 31, 2018 and 2017 (in thousands): December 31, December 31, 2018 2017 Land $ 1,995 $ 2,167 Building and improvements 5,185 5,155 Machinery and equipment 18,135 13,418 Computers and software 2,373 2,157 Furniture and fixtures 1,097 1,013 Vehicles 6,980 5,751 Service equipment 244 244 36,009 29,905 Less: Accumulated depreciation and amortization (10,270) (7,012) 25,739 22,893 Construction in progress 6,557 758 Property and equipment, net $ 32,296 $ 23,651 Depreciation expense and amortization for property and equipment totaled $4.7 million, $3.2 million and $1.8 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. We lease vehicles for our transportation fleet, which are included in the table above. See “Note 9. Debt” for the related amortization expense. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangibles | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Goodwill and Identifiable Intangibles | Note 7. Goodwill and Identifiable Intangibles Changes in the carrying amount of goodwill is as follows (in thousands): At December 31, 2016 $ 122,077 Acquisitions 55,409 Currency translation adjustment 6,992 At December 31, 2017 $ 184,478 Purchase price allocation adjustment 54 Impairments (154,003) Currency translation adjustment (7,417) At December 31, 2018 $ 23,112 An assessment for goodwill impairment is performed annually or when there is an indication an impairment may have occurred. On December 31, 2018, we performed our annual impairment test for goodwill on each of our three reporting units and as a result of unfavorable oil and gas industry market conditions in late 2018 that have continued to persist into early 2019 and the related impact on expected customer activity levels, particularly in Canada, as well as a decline in the quoted price of our common stock, we concluded that there had been an impairment because the carrying value exceeded the estimated fair values for two reporting units . The total impairment charge of $154.0 million included the following reporting units, f racturing systems and well construction of $122.1 million and our tracer diagnostic services of $31.9 million. As a result of the impairment loss, we have no remaining goodwill for our fracturing systems and well construction business unit and our goodwill was $7.9 million for our tracer diagnostic services at December 31, 2018. In completing our annual evaluation, we also determined that Repeat Precision, which has goodwill of $15.2 million, did not have a fair value below its net carrying value, and therefore, no impairment was required. No impairments were recorded in 2017 or 2016. All goodwill impairment charges are included in “Impairments” in the consolidated statements of operations. See “Note 2. Summary of Significant Accounting Policies” for additional information. Identifiable intangibles by major asset class consist of the following (in thousands): December 31, 2018 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 8 - 18 $ 17,289 $ (516) $ 16,773 Trademarks 5 - 10 1,600 (213) 1,387 Customer relationships 10 - 21 28,544 (2,339) 26,205 Internally developed software 5 4,620 - 4,620 Total identifiable intangibles $ 52,053 $ (3,068) $ 48,985 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 Identifiable intangibles with definite lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. As a result of unfavorable oil and gas industry market conditions in late 2018 that have continued to persist into early 2019 and the related impact on expected customer activity levels, particularly in Canada, as well as a decline in the quoted price of our common stock, we determined that the carrying values of certain intangible assets were no longer recoverable, which resulted in an impairment charge of $73.5 million in our asset group that includes fracturing systems and well construction , which we recorded in the fourth quarter of 2018. No finite-lived intangible impairments were recorded in 2017 or 2016. Impairment charges related to identifiable intangibles with definite lives are included in “Impairments” in the consolidated statements of operations. See “Note 2. Summary of Significant Accounting Policies” for additional information. Total amortization expense for the years ended December 31, 2018 , 2017 and 2016 was $13.1 million, $24.5 million and $23.8 million, respectively. The total weighted average amortization period is 15 years and estimated future amortization expense is as follows (in thousands): 2019 $ 4,468 2020 4,458 2021 4,458 2022 4,458 2023 4,458 Thereafter 26,685 Total $ 48,985 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 8. Accrued Expenses Accrued expenses consist of the following as of December 31, 2018 and 2017 (in thousands): December 31, December 31, 2018 2017 Accrued payroll and bonus $ 2,627 $ 5,167 Property and franchise taxes accrual 424 390 Accrued acquisition related costs - 25 Accrued other miscellaneous liabilities 1,033 1,091 $ 4,084 $ 6,673 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt [Abstract] | |
Debt | Note 9. Debt Our long-term debt consists of the following as of December 31, 2018 and 2017 (in thousands): December 31, December 31, 2018 2017 Senior Secured Credit Facility $ 20,000 $ 20,000 Promissory note — 3,313 Equipment notes 2,412 1,295 Capital leases 3,279 2,428 Total debt 25,691 27,036 Less: current portion (2,236) (5,334) Long-term debt $ 23,455 $ 21,702 The estimated fair value of total debt for the years ended December 31, 2018 and 2017 was $25.3 million and $26.7 million, respectively. The carrying value of the Senior Secured Credit Facility and the lines of credit approximated the fair value of debt as they can be paid at any time. The fair value for the remaining debt 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 credit agreement and other financing arrangements. Senior Secured Credit Facility On May 4, 2017, we entered into an Amended and Restated Credit Agreement (the “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, which 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. On February 16, 2018 and October 9, 2018, we entered into Amendments No. 2 and No. 3, respectively, to the Credit Agreement, which amended certain negative covenants contained in the Credit Agreement. As of December 31, 2018 and 2017, we had $20.0 million in outstanding indebtedness under the U.S. Facility and no outstanding indebtedness under the Canadian Facility. We incurred interest expense related to the Senior Secured Credit Facility, including commitment fees, of $1.3 million and $0.4 million for the years ended December 31, 2018 and 2017, respectively. 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, 2018 was 5.88% . 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. As of December 31, 2018 , we were in compliance with these financial covenants. 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. 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 Senior Secured Credit Facility using the straight-line method. Amortization expense of the deferred financing charges of $0.3 million and $0.2 million was included in interest expense, net for the years ended December 31, 2018 and 2017, respectively. 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. It bears interest at a variable interest rate based on prime plus 1.00% . The promissory note is secured against equipment, inventory and receivables. The promissory note was renewed on February 16, 2018 for an aggregate borrowing capacity of $4.3 million and was renewed again on February 15, 2019. The note is scheduled to mature on February 16, 2020 . No other terms were changed. As of December 31, 2018, we had no outstanding indebtedness under the promissory note. 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 1.00% , matures on February 27, 2021 and is collateralized by certain property. As of December 31, 2018 and 2017, the outstanding balance on the equipment note was $0.4 million and $0.6 million, respectively. In April 2017, Repeat Precision entered into an equipment note in the amount of $0.8 million with Security State Bank & Trust, Fredericksburg. The equipment note incurred interest at prime plus 1.00% and was collateralized by certain property. The note matured on December 21, 2018 and was paid in full. As of December 31, 2017, the outstanding balance on the equipment note was $0.7 million. In September 2018, Repeat Precision entered into an equipment note for an aggregate borrowing capacity of $3.8 million with Security State Bank & Trust, Fredericksburg. The equipment note bears interest at prime plus 1.00% , matures on June 7, 2023 and is collateralized by certain property. As of December 31, 2018, the outstanding balance on the equipment note was $2.0 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): 2019 $ 666 2020 21,195 2021 551 $ 22,412 Capital Leases We have entered into various capital lease agreements which expire at various dates through 2022. Total capital lease amortization expense was $1.1 million, $0.4 million and $0.2 million for the years ended December 31, 2018, December 31, 2017 and 2016 , respectively. Future minimum lease payments under capital leases at December 31, 2018, together with the present value of the minimum lease payments, are as follows (in thousands): 2019 $ 1,768 2020 973 2021 686 2022 198 Subtotal 3,625 Less: amount representing interest (346) Present value of payments $ 3,279 Property under capital leases included within property and equipment consisted of the following at December 31, 2018 and 2017 (in thousands): December 31, December 31, 2018 2017 Vehicles $ 5,265 $ 3,584 Assets under capital leases 5,265 3,584 Less: accumulated amortization (1,411) (785) Net assets under capital leases $ 3,854 $ 2,799 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 10. 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, intellectual property and employee matters. On July 24, 2018, we filed a patent infringement lawsuit against Kobold Corporation, Kobold Completions Inc. and 2039974 Alberta Ltd. (“Kobold”) in the Federal Court of Canada, alleging that Kobold’s fracturing tools and methods infringe on several of our Canadian patents. We previously filed a breach of contract lawsuit on March 16, 2018, against Kobold Corporation in the Court of Queen’s Bench of Alberta, alleging breach of a prior settlement agreement. Both of these lawsuit s seek unspecified monetary damages and injunctive relief. In early February 2019, we filed a lawsuit against Diamondback Industries, Inc. (“Diamondback”) in the United States District Court for the Western District of Texas, Waco Division, alleging patent infringement, breach of contract and related claims stemming from Diamondback’s breach of an exclusive license, granted by Diamondback to Repeat Precision, to a patent necessary for the manufacture and sale of a disposable setting tool. Around the same time, Diamondback filed a lawsuit against Repeat Precision and various NCS entities in an effort to invalidate the exclusive license agreement and request ed monetary damages. We believe the exclusive license is enforceable and there is no basis to support the claims asserted by Diamondback and we intend to vigorously enforce our rights under the license agreement. While the outcome of any legal proceedings cannot be predicted with any certainty, based on a consideration of relevant facts and circumstances, our management currently does not expect that the results of these legal proceedings 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 May 2028. Total rental expense charged to consolidated statements of operations was $3.4 million, $ 2.4 million and $2.1 million for the years ended December 31, 2018 , 2017 and 2016 . Minimum rental payments under non-cancelable operating leases which have terms in excess of one year as of December 31, 2018, are as follows (in thousands): 2019 $ 2,867 2020 1,276 2021 757 2022 434 2023 292 Thereafter 398 Total payments $ 6,024 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 11. Stockholders’ Equity Initial Public Offering On May 3, 2017, we completed our IPO 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 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 credit agreement. We used the remaining net proceeds from the IPO to acquire Spectrum on August 31, 2017 (see “Note 4. Acquisitions”). Stock Split 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. Authorized and Outstanding Shares 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, 2018 and 2017 , 45,072,463 and 43,913,136 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, 2018 and December 31, 2017. Voting 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, 2017 , the number of shares of common stock issuable for the exchangeable shares totaled 1,769,247 and was held by the preferred stockholder. On February 14, 2018, we issued 442,312 shares of common stock to the preferred stockholder in exchange for shares of NCS Canada. As of December 31, 2018 , the number of shares of common stock issuable for the exchangeable shares totaled 1,326,935 . The exchangeable shares are convertible upon demand at the stock price on the conversion date. Dividends The holders of common stock are entitled to receive dividends as declared from time-to-time by our Board. The holder of the Special Voting Share is not entitled to receive dividends. No dividends were declared during the periods ended December 31, 2018 or December 31, 2017 . |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 12. 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. No options remain outstanding and exercisable that were granted pursuant to the 2011 Plan as all 649,047 options were exercised during the year ended December 31, 2018. 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 remain 2,410,048 options outstanding and 1,414,200 options exercisable that were granted pursuant to the 2012 Plan as of December 31, 2018 . 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, RSUs, 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, 2018 , the total number of shares available for future issuance under the 2017 Plan is 3,634, 419 . 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 Plan . Determining fair market value 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. 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. Expected volatility —As we were a private company prior to our IPO, we estimate our expected volatility by using the historical volatilities of our peer group of public companies for a period equal to the expected life of the option by taking the median of the annualized weekly ten-year standard deviation of their stock prices. We will continue to use this method until we have adequate historical data regarding the volatility of our own traded stock price. Risk-free interest rate —The risk-free interest rates for options granted are based on the constant maturity Treasury bond rates whose term is consistent with the expected life of an option from the date of grant. Expected term —As we do not have sufficient historical experience for determining the expected term of the stock option awards granted, we based our expected term for awards issued to employees on the “simplified” method under the provisions of ASC Topic 718-10, Compensation-Stock Compensation. The expected term is based on the midpoint between the vesting date and contractual term of an option. The expected term represents the period that our stock-based awards are expected to be outstanding. Expected dividend yield —We do not anticipate paying cash dividends on our shares of common stock; therefore, the expected dividend yield is assumed to be zero. The weighted average assumptions used to estimate the fair value of stock options granted in 2017 and 2016 were as follows: 2017 2016 Expected volatility 44.4 % 42 - 44.7 % Average risk free interest rate 2.0 % 1.7 % Expected term (in years) 6.0 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 year ended December 31, 2018 : 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, 2017 1,002,017 1,472,631 2,474,648 $ 6.15 $ 6.19 5.24 5.19 Granted during the year — — — — — Exercised during the year (27,503) (13,704) (41,207) 6.22 7.59 Forfeited during the year (1,080) (9,666) (10,746) 9.56 6.57 Outstanding at December 31, 2018 973,434 1,449,261 2,422,695 $ 6.14 $ 6.18 4.21 4.17 Unvested as of December 31, 2018 32,191 972,088 1,004,279 11.89 6.19 Exercisable as of December 31, 2018 941,243 477,173 1,418,416 $ 5.95 $ 6.15 4.11 4.14 The weighted average grant-date fair value of service-based option awards granted during the years 2017 and 2016 was $7.61 and $4.58 , 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, 2018 , our outstanding and exercisable aggregate intrinsic values were each $0.1 million. The unvested aggregate intrinsic value had no value at December 31, 2018. The total intrinsic value of options exercised during the years ended December 31, 2018 and 2017 for all three equity incentive plans was $9.8 million and $14 thousand, respectively. No shares were exercised during the year ended December 31, 2016 . The income tax benefit realized from stock options exercised was $ 0.5 million for the year ended December 31, 2018. As of December 31, 2018, there was $7.7 million of total unrecognized compensation cost related to options, which we expect to recognize over approximately one year. Restricted Stock Units Upon completion of our IPO and pursuant to the 2017 Plan, we began granting 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. RSUs generally vest over a period of three years from the date of grant other than those issued to members of our Board. The RSUs for the members of our Board generally vest over a period of one year but settle for shares of common stock on a one-for-one basis within thirty days following the earliest of (i) one year following the termination of the person’s service for any reason other than cause, (ii) a change of control or (iii) the fifth anniversary of the grant date. The following table summarizes RSU activity during the year ended December 31, 2018: Number of Awards Weighted Average Grant Date Fair Value Non-vested at December 31, 2017 167,494 $ 18.78 Granted 586,832 14.55 Vested (including 45,585 shares that have not been released) (82,306) 18.21 Forfeited (25,385) 14.53 Non-vested at December 31, 2018 646,635 $ 15.18 The total value of shares vested and released was $0.6 million during the year ended December 31, 2018. For 2018, the income tax benefit recognized for RSUs was $0.1 million. No RSUs vested during the years ended December 31, 2017 and 2016. As of December 31, 2018, there was $6.9 million of total unrecognized compensation cost related to RSUs, which we expect to recognize over approximately two years. Performance Stock Unit Awards During the first quarter of 2018, we granted 156,516 of PSUs with a performance period from January 1, 2018 to December 31, 2020. The fair value of the PSUs of $17.37 was measured using a Monte Carlo simulation on the date the PSUs were granted. PSUs provide the recipient the ability to earn a number of shares of stock between 0% and 200% of the number of units granted based on our Total Shareholder Return (“TSR”) relative to our performance peer group. The threshold performance level (25 th percentile relative TSR) starts to earn PSUs, the mid-point performance level (50 th percentile relative TSR) earns 65% of the target PSUs and the maximum performance level (90 th percentile relative TSR) or greater earns 200% of the target PSUs. Payments are calculated by linear interpolation for performance between the threshold and mid-point and between the mid-point and maximum. In no event shall the participant earn more than 200% of the target PSUs. The weighted average assumptions for the PSUs granted in 2018 are as follows: 2018 Grant date March 1, 2018 Performance period January 1, 2018 to December 31, 2020 Volatility 54.3 % Risk-free interest rate 2.3 % Expected dividends — % Grant date price $ 14.53 As of December 31, 2018, there was $1.9 million of total unrecognized compensation cost related to PSUs, which we expect to recognize over approximately two years. Employee Stock Purchase Plan On August 3, 2017, our Board adopted our ESPP. Before the issuance of shares in January 2019, there were an aggregate of 2,000,000 shares of our common stock reserved for issuance and sale pursuant to the ESPP as of December 31, 2018. The first offering period under our ESPP began on October 16, 2017 and ended on December 31, 2018. In January 2019, we issued 156,486 shares of our common stock to our employees in connection with the settlement of the purchase of shares for this offering period, which increased our common stock outstanding. Starting with the offering period beginning January 1, 2019, offering periods run for six months, with a new offering period beginning on the first day of January and July each year. The ESPP allows eligible employees to contribute, subject to any other plan limitations including a maximum share purchase cap of 1,041 shares per offering period, up to 18% of their base salary, up to a maximum of $12.5 thousand per 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 for the October 16, 2017 to December 31, 2018 offering period was estimated using the Black-Scholes model with the following assumptions and resulting weighted-average fair value per share: 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 SG&A expense in our consolidated statements of operations and our related tax benefit for the years ended December 31, 2018 , 2017 and 2016 , respectively (in thousands): Year Ended December 31, 2018 2017 2016 Stock options $ 5,865 $ 5,218 $ 1,354 Restricted stock units 3,672 775 - Performance stock unit awards 800 - - ESPP 593 115 - Total share-based compensation expense $ 10,930 $ 6,108 $ 1,354 Related income tax benefit $ 1,698 $ 2,529 $ 325 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Employee Benefit Plan [Abstract] | |
Employee Benefit Plan | Note 13. 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. Under the terms of the 401(k) plan, we match 100% of the first 3% of eligible compensation an employee contributes. Additionally, we provide a 50% match on any employee contribution up to 5% of eligible compensation. 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. 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 to these benefit plans were $1.3 million, $0.8 million and $0.6 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | Note 14. Income Taxes The (benefit) provision from income taxes consists of the following for the years ended December 31, 2018 , 2017 and 2016 (in thousands): Year Ended December 31, 2018 2017 2016 Current tax expense (benefit) U.S. Federal $ 1,241 $ 11,786 $ (505) State 240 628 (145) Foreign 4,307 7,215 1,098 Total current 5,788 19,629 448 Deferred tax expense (benefit) U.S. Federal $ (9,525) $ (14,389) $ (4,190) State (599) (299) (133) Foreign (18,716) (4,271) (4,943) Total deferred (28,840) (18,959) (9,266) Total income taxes $ (23,052) $ 670 $ (8,818) The following is the domestic and foreign components of our (loss) inc ome before income taxes for the years ended December 31, 2018 , 2017 and 2016 (in thousands): Year Ended December 31, 2018 2017 2016 U.S. Federal $ (52,523) $ (6,337) $ (15,221) Foreign (155,760) 8,299 (11,524) (Loss) income before income tax $ (208,283) $ 1,962 $ (26,745) 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, 2018 , 2017 and 2016 : Year Ended December 31, 2018 2017 2016 Income tax expense at federal statutory rate 21.0 % 35.0 % 35.0 % Increase (decrease) in income taxes resulting from Impairment expense (15.7) % - % - % Non-controlling interest losses 0.5 % 35.5 % - % U.S. tax on foreign earnings 1.5 % 200.5 % (3.6) % Deferred tax adjustment for foreign book value and tax basis differences - % (197.3) % 1.8 % Nondeductible expenses (0.2) % 36.6 % (0.2) % Non U.S. income taxed at different rates 4.5 % (16.9) % (3.6) % Research and other tax credits 0.4 % (44.0) % 3.0 % Effect of rate change on deferred tax - % (24.3) % - % Stock-based compensation (0.2) % 22.1 % (0.5) % Manufacturing deduction - % (23.8) % 0.3 % State taxes 0.2 % 8.6 % 0.8 % Change in valuation allowance (0.5) % (2.3) % - % Other (0.4) % 4.4 % - % Income tax 11.1 % 34.1 % 33.0 % We recorded a tax (benefit) expense of $(23.1) million, $0.7 million and $(8.8) million for the years ended December 31, 2018 , 2017 and 2016 , respectively. For the years ended December 31, 2018 , 2017 and 2016 , our effective tax rate was 11.1% , 34.1% and 33.0% . The income tax benefit and effective tax rate for the year ended December 31, 2018 was significantly impacted by the income tax rate change from 35% to 21% and the one time impairment charge which resulted in a corresponding decrease in the effective tax rate of 15.7% . During the year ended December 31, 2017 the income tax expense and effective tax rate differences included several offsetting items, including the effect of recording a tax expense for the enacted U.S. tax reform legislation commonly referred to as the U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act ”) of $3.9 million, not providing U.S. income taxes on the undistributed earnings of foreign subsidiaries because we intended 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 2017 Tax Act was signed into law on December 22, 2017. The 2017 Tax Act significantly revised 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. Those adjustments may impact our provision for income taxes in the period in which the adjustments are made. For our calendar year beginning in 2018 we are subject to several provisions of the 2017 Tax Act including computations under Global Intangible Low Taxed Income (“GILTI”) and Foreign Derived Intangible Income (“FDII”). We were able to make a reasonable estimate of the impact of each provision of the 2017 Tax Act on our effective tax rate for the year ended December 31, 2018. The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities as of December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 2017 Deferred tax assets Accruals not currently deductible $ 4,045 $ 3,344 Depreciation and amortization 667 — Foreign tax credit carryforward 1,120 — Other 1,587 871 7,419 4,215 Valuation allowance for deferred tax assets (1,120) (18) Total deferred tax assets 6,299 4,197 Deferred tax liabilities Depreciation and amortization — (27,404) Foreign currency translation (105) (358) Other — (618) Total deferred tax liabilities (105) (28,380) Net deferred tax assets(liabilities) $ 6,194 $ (24,183) The above are included in the accompanying consolidated balance sheet as follows (in thousands): December 31, 2018 2017 Deferred income tax assets—noncurrent $ 9,326 $ — Deferred income tax liabilities—noncurrent (3,132) (24,183) $ 6,194 $ (24,183) No valuation allowances have been provided for the $9.3 million U . S . deferred tax asset as of December 31, 2018. The C ompany believes it is more likely than not to realize the benefit of this asset. The C ompany has historically been a U . S . taxpayer and projects future operations will generate sufficient taxable income. A valuation allowance has been recorded for a foreign tax credit carryforward as of December 31, 2018 in the amount of $1.1 million. The foreign tax credit carryforward will expire in 2027. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
(Loss) Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | Note 15. (Loss) Earnings Per Share The following table presents the reconciliation of the numerator and denominator for calculating loss (earnings) per share from net (loss) income (in thousands): Year Ended December 31, 2018 2017 2016 Numerator—Basic Net (loss) income $ (185,231) $ 1,292 $ (17,927) Less: (loss) income attributable to participating shares — 55 — Less: income (loss) attributable to non-controlling interest 5,086 (810) — Net (loss) income attributable to NCS Multistage Holdings, Inc.––Basic $ (190,317) $ 2,047 (17,927) Numerator—Diluted Net (loss) income $ (185,231) $ 1,292 $ (17,927) Less: income (loss) attributable to non-controlling interest 5,086 (810) — Net (loss) income attributable to NCS Multistage Holdings, Inc.––Diluted $ (190,317) $ 2,102 $ (17,927) Denominator Basic weighted average number of shares 44,788 40,484 34,008 Exchangeable shares for common stock — 1,786 — Dilutive effect of stock options, RSUs, PSUs and ESPP — 1,313 — Diluted weighted average number of shares 44,788 43,583 34,008 (Loss) earnings per common share Basic $ (4.25) $ 0.05 $ (0.53) Diluted $ (4.25) $ 0.05 $ (0.53) Potentially dilutive securities excluded as anti-dilutive 3,572 — 2,601 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 , 2017 and 2016 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, 2018 2017 2016 United States Product sales $ 67,458 $ 41,261 $ 17,595 Services 35,984 22,659 4,747 Total United States 103,442 63,920 22,342 Canada Product sales 80,871 96,716 53,088 Services 28,607 31,183 16,994 Total Canada 109,478 127,899 70,082 Other Countries Product sales 8,452 6,689 2,537 Services 5,591 3,126 3,518 Total Other Countries 14,043 9,815 6,055 Total Product sales 156,781 144,666 73,220 Services 70,182 56,968 25,259 Total $ 226,963 $ 201,634 $ 98,479 The following table summarizes long-lived assets by geographic area (in thousands): December 31, December 31, 2018 2017 United States $ 16,475 $ 14,714 Canada 15,292 8,710 Other Countries 529 227 $ 32,296 $ 23,651 |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data | 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 2018 Revenue $ 70,686 $ 43,398 $ 62,691 $ 50,188 Cost of sales 33,592 19,912 28,817 25,985 Impairments — — — 227,543 Income (loss) from operations 13,000 (3,291) 11,954 (228,327) Net income (loss) 11,865 (2,818) 7,766 (202,044) Net income (loss) attributable to NCS Multistage Holdings, Inc. 10,978 (4,053) 6,323 (203,565) Earnings (loss) per common share Basic (1) $ 0.24 $ (0.09) $ 0.14 $ (4.51) Diluted (1) $ 0.23 $ (0.09) $ 0.13 $ (4.51) 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 common share Basic (1) $ 0.18 $ (0.11) $ 0.07 $ (0.08) Diluted (1) $ 0.18 $ (0.11) $ 0.07 $ (0.08) ___________________________ (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, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. Subsequent Events On February 15, 2019, we issued 1,326,935 shares of common stock to Cemblend Systems, Inc. in exchange for shares of one of our wholly-owned subsidiaries. There are no remaining exchangeable shares. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policy) | 12 Months Ended |
Dec. 31, 2018 | |
Organization and Basis of Presentation [Abstract] | |
Nature of Business | Organization NCS Multistage Holdings, Inc., a Delaware corporation, 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; Billings, Montana; and Calgary, Red Deer, Grande Prairie and Estevan, Canada. |
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 (“GAAP”). All intercompany transactions have been eliminated in consolidation . |
Significant Accounting Policies
Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with 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 significant foreign subsidiaries 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 significant foreign subsidiaries 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 derive our revenues primarily from highly engineered products and support services. Revenues are 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 such arrangements do not generally include right of return or other similar provisions or other significant post-delivery obligations. Sales and value added taxes that we collect concurrent with revenue-producing activities are excluded from revenue. We determine revenue recognition through the following steps: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price and (v) satisfy the performance obligation. On occasion, we issue credits to our customers that are related specifically to the performance of our products or the services we provide, with such credits reducing the amount of revenue for that sale or job. Such credits are infrequent, situation-specific and cannot be estimated in advance. The payment terms and conditions in our customer contracts vary. We do not have contracts that contain a financing component and do not accept noncash consideration from customers. NCS has elected to recognize shipping and handling costs when the control of the product transfers to the customer. These costs are included in cost of sales in our consolidated statements of operations. Product Sales Revenues For product sale arrangements that are standard inventory products or modified inventory products with an alternative use, revenue is recognized at a point in time when control transfers. Control generally transfers upon shipment or delivery, and delivery is based on the customer instructions. Customers may also request bill and hold arrangements in writing. Once we have completed the bill and hold order, the products are segregated from the rest of inventory in the warehouse. The transaction price for product sales having a performance obligation is the price per unit times the unit quantity ordered and shipped to the customer or consumed at the well site. Services Revenue For service arrangements that do not have a contract provision with a right to a payment for services up to the date of termination, revenue is recognized when the job has been completed, which usually includes a customer signature or acknowledgement and when there are no additional services or future obligations required by us. The transaction price is determined by the contract unit day rate times the cumulative number of days of service provided upon the completion of the service and upon customer acceptance. For service arrangements that do have a contract provision with a right to payment for services up to the date of termination, revenue is recognized over time using a unit rate (labor and materials) output method that corresponds to the value we would receive upon termination of the contract at a reporting period. In applying the output method at the end of a quarter, we check that there is no material work in progress that is not in the measurement of the output. The transaction price for the period end is determined by the contract unit rate times the cumulative number of units earned up to the reporting period less any revenue recognized in prior periods. |
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 significant foreign subsidiaries 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. No single customer individually accounted for 10% or more of our consolidated revenue during 2018. One customer accounted for 12% of our trade receivable accounts balance as of December 31, 2018, with the majority of the balance collected in January 2019. For the years ended December 31, 2017 and 2016 , there was one customer that accounted for 10% or more of the total revenue 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 and $25.5 million, or 26% of 2016 total revenue for the year ended December 31, 2016 . The a mount due from this customer included in trade accounts receivable in the accompanying consolidated balance sheets was $2.0 million as of December 31, 2017 . No other customer individually accounted for 10% or more of our consolidated revenue during 2018, 2017 and 2016 or trade receivable balance as of December 31, 2018 and 2017. |
Accounts Receivable, Trade and Allowance for Doubtful Accounts | 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, 2018 and 2017 , we have recorded $0.3 million and $11 thousand, respectively, in provisions for doubtful accounts. |
Inventories | Inventories Inventories consist primarily of raw material, product components, assembled products, certain components used to internally construct our frac isolation assemblies and chemicals, in raw material or finished goods, used in our tracer diagnostics services. 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. |
Impairments | Impairments We evaluate our property and equipment and finite-lived intangible assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We assess recoverability based on undiscounted future net cash flows. Should the review indicate that the carrying value is not fully recoverable, the amount of the impairment loss is determined by comparing the carrying value to the estimated fair value. Estimating future net cash flows requires us to make judgements regarding long-term forecasts of future revenues and costs related to the assets subject to review. These forecasts are uncertain in that they require assumptions about our revenue growth, operating margins, capital expenditures, future market conditions and technological developments. If changes in these assumptions occur, our expectations regarding future net cash flows may change such that a material impairment could result. We recorded an impairment of $73.5 million related to identifiable intangible assets, which we recorded in the fourth quarter of 2018. For additional information, s ee “Note 7. Goodwill and Intangibles”. There was no impairment related to fixed assets in 2018. No fixed asset or finite-lived intangible impairments were recorded in 2017 or 2016. An assessment for goodwill impairment is performed annually or when there is an indication an impairment may have occurred. We typically 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 combination of a market multiple and a discounted cash flow approach. Determining the fair value of a reporting unit requires the use of estimates, assumptions and judgement. The principal estimates and assumptions that we use include revenue growth, operating margins, capital expenditures, future market conditions, weighted average costs of capital, a terminal growth rate, the set of comparable companies utilized, and the earnings metrics and multiples utilized. We believe that the estimates and assumptions used in impairment assessments are reasonable . If the reporting unit’s carrying value is greater than its calculated fair value, we recognize a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds the calculated fair value. We recorded an impairment charge of $154.0 million for the year ended December 31, 2018. For additional information, s ee “Note 7. Goodwill and Intangibles”. No impairments were recorded in 2017 or 2016. |
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 - 5 ) |
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. 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. Certain costs incurred in the development of internal-use software applications are capitalized and costs incurred outside of the software application development stage are expensed as incurred. The amounts capitalized are included in intangibles, categorized as internally developed software, and will be amortized on a straight-line basis over the estimated useful life of the software when it is ready for its intended use. These assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. |
Income Taxes | Income Taxes We are 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 it is more likely than not that some portion or all the deferred tax assets will not be realized. As of December 31, 2018 and 2017 , our valuation allowance was $1.1 million and $18 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, 2018 , 2017 and 2016 , respectively, we recognized $0.1 million, $0.2 million and $0.1 million in interest and penalties. We had $0.6 million and $0.6 million in interest and penalties accrued at December 31, 2018 and 2017 , 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, 2018 and 2017. We believe that there are no tax positions taken or expected to be taken as of December 31, 2018 and 2017 that would significantly increase or decrease unrecognized tax benefits within the next twelve months following the balance sheet date. As of December 31, 2018 and 2017, 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 our initial public offering (“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, 2018 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 $4.4 million and $91.3 million as of December 31, 2018 and 2017, respectively, of our book value in excess of 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. During 2018, the Canada Revenue Agency (“CRA”) commenced an examination of our transfer pricing on Canadian income tax returns for the 2012 through 2015 filings and no tax adjustments have been 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 and 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 (“RSUs”), the Black-Scholes model for options and a Monte Carlo simulation for the performance stock unit awards (“PSUs”). We also have an 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”), which allows eligible employees to purchase shares of our common stock. The purchase price of the stock is 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 ESPP is also estimated using the Black-Scholes model. |
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 Measurements . 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 4. 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 0.0% , 4.2% and 0.0% of the net income for December 31, 2018, 2017 and 2016 , 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 RSUs and PSUs, purchases under the ESPP 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 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 products. We incurred approximately $3.8 million, $3.0 million and $3.3 million in research and development costs for the years ended December 31, 2018 , 2017 and 2016 , respectively. These costs are recorded in selling, general and administrative (“SG&A”) expenses on the consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Pronouncements Adopted in 2018 In June 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-07 , Improvements to Nonemployee Share-Based Payment Accounting (Topic 718). The ASU is intended to reduce the cost and complexity and to improve financial reporting for nonemployee share-based payments. The ASU expands the scope of Topic 718 to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU is for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606, Revenue from Contracts with Customers . We elected to early adopt this ASU effective April 1, 2018. The adoption of this ASU did not have a material impact on our consolidated financial statements. 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 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. We adopted ASU 2017-01 effective January 1, 2018, which did not 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 adopted ASU 2016-15 effective January 1, 2018, which did not have a material impact on our consolidated financial statements. 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 supersedes existing revenue recognition guidance and requires 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. On January 1, 2018, we adopted ASU 2014-09 and its related amendments (collectively known as “ASC 606”), using the modified retrospective method. We have concluded that the adoption of this ASU did not have a material impact on our consolidated financial statements. See “Note 3. Revenue” for the required disclosures related to the impact of adopting this standard. Pronouncements Not Yet Effective In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) . The ASU aligns the requirements to capitalize implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements to capitalize implementation costs incurred to develop or obtain internal-use software. For public entities, this guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. We are currently evaluating the impact of the adoption of this guidance. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) . The ASU modifies, removes and adds certain disclosure requirements on fair value measurements. For public entities, this guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted for all amendments. Further, entities may early adopt eliminated or modified disclosure requirements and delay the adoption of all new disclosure requirements until the effective date. We are currently evaluating the impact of the adoption of this guidance. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . Under ASC 842, lessees will need to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use (“ROU”) assets. The new lease standard also changes the definition of a lease and requires expanded quantitative and qualitative disclosures for both lessees and lessors. NCS elected to adopt ASC 842 effective January 1, 2019, using the modified retrospective transition method and applying certain optional practical expedients. We elected an optional transition method that allowed application of the new standard at the adoption date and the recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption with no adjustment to previously reported results. We also elected practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the carry forward of historical lease classification as well as additional practical expedients related to land easements, short-term leases, and non-lease components. We did not elect the practical expedient related to hindsight. The standard had a material impact on our consolidated balance sheet but did not materially impact our consolidated statements of operations and cash flows. Adoption of the standard will result in the recognition of additional ROU assets and lease liabilities for operating leases of $7.5 million on January 1, 2019. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 - 5 ) |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenues [Abstract] | |
Financial Statement Impact of Adopting ASC 606 | Balance at Adjustments December 31, due to Balance at 2017 ASC 606 January 1, 2018 Assets Accounts receivable—trade, net $ 47,880 $ 313 $ 48,193 Liabilities Income taxes payable $ 10,561 $ 66 $ 10,627 Equity Retained earnings $ 23,864 $ 247 $ 24,111 The following tables compare the reported consolidated balance sheet as of December 31, 2018 and statements of operations for the year ended December 31, 2018 , to the balances without the adoption of ASC 606 (in thousands): As of December 31, 2018 Balances Effect of without Adoption Change As Reported of ASC 606 Higher/(Lower) Balance Sheet Assets Accounts receivable—trade, net $ 49,984 $ 49,806 $ 178 Liabilities Income taxes payable $ 184 $ 147 $ 37 Equity Retained deficit $ (166,206) $ (166,347) $ 141 Year Ended December 31, 2018 Balances without Adoption Effect of Change As Reported of ASC 606 Higher/(Lower) Income Statement Revenues Services $ 70,182 $ 70,317 $ (135) Costs and expenses Income tax expense $ (23,052) $ (23,024) $ (28) Net income $ (185,231) $ (185,124) $ (107) Net income attributable to NCS Multistage Holdings, Inc. $ (190,317) $ (190,210) $ (107) |
Schedule of Contract Assets and Liabilities | Contract Assets Contract Liabilities Current Non-Current Current Non-Current Balance at January 1, 2018 $ — $ — $ 170 $ — Additions — — 887 — Revenue recognized — — (542) — Balance at December 31, 2018 $ — $ — $ 515 $ — |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) |
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 1,010 Other long-term liabilities 1,191 Total liabilities assumed 3,363 Net identifiable assets acquired 43,503 Goodwill 40,241 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, 2018 | |
Inventories [Abstract] | |
Schedule of Inventories | December 31, December 31, 2018 2017 Raw materials $ 2,470 $ 2,412 Work in process 57 623 Finished goods 30,226 30,100 $ 32,753 $ 33,135 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment by Major Asset Class | December 31, December 31, 2018 2017 Land $ 1,995 $ 2,167 Building and improvements 5,185 5,155 Machinery and equipment 18,135 13,418 Computers and software 2,373 2,157 Furniture and fixtures 1,097 1,013 Vehicles 6,980 5,751 Service equipment 244 244 36,009 29,905 Less: Accumulated depreciation and amortization (10,270) (7,012) 25,739 22,893 Construction in progress 6,557 758 Property and equipment, net $ 32,296 $ 23,651 |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Changes in Carrying Amount of Goodwill | At December 31, 2016 $ 122,077 Acquisitions 55,409 Currency translation adjustment 6,992 At December 31, 2017 $ 184,478 Purchase price allocation adjustment 54 Impairments (154,003) Currency translation adjustment (7,417) At December 31, 2018 $ 23,112 |
Schedule of Identifiable Intangibles | December 31, 2018 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 8 - 18 $ 17,289 $ (516) $ 16,773 Trademarks 5 - 10 1,600 (213) 1,387 Customer relationships 10 - 21 28,544 (2,339) 26,205 Internally developed software 5 4,620 - 4,620 Total identifiable intangibles $ 52,053 $ (3,068) $ 48,985 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 |
Schedule of Estimated Future Amortization Expense | 2019 $ 4,468 2020 4,458 2021 4,458 2022 4,458 2023 4,458 Thereafter 26,685 Total $ 48,985 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | December 31, December 31, 2018 2017 Accrued payroll and bonus $ 2,627 $ 5,167 Property and franchise taxes accrual 424 390 Accrued acquisition related costs - 25 Accrued other miscellaneous liabilities 1,033 1,091 $ 4,084 $ 6,673 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt [Abstract] | |
Schedule of Long-term Debt | December 31, December 31, 2018 2017 Senior Secured Credit Facility $ 20,000 $ 20,000 Promissory note — 3,313 Equipment notes 2,412 1,295 Capital leases 3,279 2,428 Total debt 25,691 27,036 Less: current portion (2,236) (5,334) Long-term debt $ 23,455 $ 21,702 |
Future Principal Payments on Senior Secured Credit Facility, Promissory Note and Equipment Notes | 2019 $ 666 2020 21,195 2021 551 $ 22,412 |
Future Minimum Lease Payments Under Capital Leases Together with Present Value of Minimum Lease Payments | 2019 $ 1,768 2020 973 2021 686 2022 198 Subtotal 3,625 Less: amount representing interest (346) Present value of payments $ 3,279 |
Property Under Capital Leases Included within Property and Equipment | December 31, December 31, 2018 2017 Vehicles $ 5,265 $ 3,584 Assets under capital leases 5,265 3,584 Less: accumulated amortization (1,411) (785) Net assets under capital leases $ 3,854 $ 2,799 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies [Abstract] | |
Minimum Rental Payments under Non-Cancelable Operating Leases | 2019 $ 2,867 2020 1,276 2021 757 2022 434 2023 292 Thereafter 398 Total payments $ 6,024 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2017 1,002,017 1,472,631 2,474,648 $ 6.15 $ 6.19 5.24 5.19 Granted during the year — — — — — Exercised during the year (27,503) (13,704) (41,207) 6.22 7.59 Forfeited during the year (1,080) (9,666) (10,746) 9.56 6.57 Outstanding at December 31, 2018 973,434 1,449,261 2,422,695 $ 6.14 $ 6.18 4.21 4.17 Unvested as of December 31, 2018 32,191 972,088 1,004,279 11.89 6.19 Exercisable as of December 31, 2018 941,243 477,173 1,418,416 $ 5.95 $ 6.15 4.11 4.14 |
Summary of Share-Based Compensation Expense Recognized in Selling, General and Administrative Expense | Year Ended December 31, 2018 2017 2016 Stock options $ 5,865 $ 5,218 $ 1,354 Restricted stock units 3,672 775 - Performance stock unit awards 800 - - ESPP 593 115 - Total share-based compensation expense $ 10,930 $ 6,108 $ 1,354 Related income tax benefit $ 1,698 $ 2,529 $ 325 |
Employee Stock Option [Member] | |
Notes Tables | |
Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Awards | 2017 2016 Expected volatility 44.4 % 42 - 44.7 % Average risk free interest rate 2.0 % 1.7 % Expected term (in years) 6.0 6.5 Expected dividends — % — % |
Liquidity Options [Member] | |
Notes Tables | |
Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Awards | Expected volatility 44.4 % Average risk free interest rate 1.7 % Expected term (in years) 4.6 Expected dividends — % |
Performance Stock Unit Awards (“PSUs”) [Member] | |
Notes Tables | |
Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Awards | 2018 Grant date March 1, 2018 Performance period January 1, 2018 to December 31, 2020 Volatility 54.3 % Risk-free interest rate 2.3 % Expected dividends — % Grant date price $ 14.53 |
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, 2017 167,494 $ 18.78 Granted 586,832 14.55 Vested (including 45,585 shares that have not been released) (82,306) 18.21 Forfeited (25,385) 14.53 Non-vested at December 31, 2018 646,635 $ 15.18 |
Employee Stock Purchase Plan [Member] | |
Notes Tables | |
Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Awards | 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, 2018 | |
Income Taxes [Abstract] | |
(Benefit) Provision from Income Taxes | Year Ended December 31, 2018 2017 2016 Current tax expense (benefit) U.S. Federal $ 1,241 $ 11,786 $ (505) State 240 628 (145) Foreign 4,307 7,215 1,098 Total current 5,788 19,629 448 Deferred tax expense (benefit) U.S. Federal $ (9,525) $ (14,389) $ (4,190) State (599) (299) (133) Foreign (18,716) (4,271) (4,943) Total deferred (28,840) (18,959) (9,266) Total income taxes $ (23,052) $ 670 $ (8,818) |
Domestic and Foreign Components of (Loss) Income Before Income Taxes | Year Ended December 31, 2018 2017 2016 U.S. Federal $ (52,523) $ (6,337) $ (15,221) Foreign (155,760) 8,299 (11,524) (Loss) income before income tax $ (208,283) $ 1,962 $ (26,745) |
Summary of Items that Caused Recorded Income Taxes to Differ from Income Taxes Computed Using Statutory Federal Income Tax Rate | Year Ended December 31, 2018 2017 2016 Income tax expense at federal statutory rate 21.0 % 35.0 % 35.0 % Increase (decrease) in income taxes resulting from Impairment expense (15.7) % - % - % Non-controlling interest losses 0.5 % 35.5 % - % U.S. tax on foreign earnings 1.5 % 200.5 % (3.6) % Deferred tax adjustment for foreign book value and tax basis differences - % (197.3) % 1.8 % Nondeductible expenses (0.2) % 36.6 % (0.2) % Non U.S. income taxed at different rates 4.5 % (16.9) % (3.6) % Research and other tax credits 0.4 % (44.0) % 3.0 % Effect of rate change on deferred tax - % (24.3) % - % Stock-based compensation (0.2) % 22.1 % (0.5) % Manufacturing deduction - % (23.8) % 0.3 % State taxes 0.2 % 8.6 % 0.8 % Change in valuation allowance (0.5) % (2.3) % - % Other (0.4) % 4.4 % - % Income tax 11.1 % 34.1 % 33.0 % |
Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities | December 31, 2018 2017 Deferred tax assets Accruals not currently deductible $ 4,045 $ 3,344 Depreciation and amortization 667 — Foreign tax credit carryforward 1,120 — Other 1,587 871 7,419 4,215 Valuation allowance for deferred tax assets (1,120) (18) Total deferred tax assets 6,299 4,197 Deferred tax liabilities Depreciation and amortization — (27,404) Foreign currency translation (105) (358) Other — (618) Total deferred tax liabilities (105) (28,380) Net deferred tax assets(liabilities) $ 6,194 $ (24,183) The above are included in the accompanying consolidated balance sheet as follows (in thousands): December 31, 2018 2017 Deferred income tax assets—noncurrent $ 9,326 $ — Deferred income tax liabilities—noncurrent (3,132) (24,183) $ 6,194 $ (24,183) |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
(Loss) Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator for Calculating Earnings Per Share from Net Income | Year Ended December 31, 2018 2017 2016 Numerator—Basic Net (loss) income $ (185,231) $ 1,292 $ (17,927) Less: (loss) income attributable to participating shares — 55 — Less: income (loss) attributable to non-controlling interest 5,086 (810) — Net (loss) income attributable to NCS Multistage Holdings, Inc.––Basic $ (190,317) $ 2,047 (17,927) Numerator—Diluted Net (loss) income $ (185,231) $ 1,292 $ (17,927) Less: income (loss) attributable to non-controlling interest 5,086 (810) — Net (loss) income attributable to NCS Multistage Holdings, Inc.––Diluted $ (190,317) $ 2,102 $ (17,927) Denominator Basic weighted average number of shares 44,788 40,484 34,008 Exchangeable shares for common stock — 1,786 — Dilutive effect of stock options, RSUs, PSUs and ESPP — 1,313 — Diluted weighted average number of shares 44,788 43,583 34,008 (Loss) earnings per common share Basic $ (4.25) $ 0.05 $ (0.53) Diluted $ (4.25) $ 0.05 $ (0.53) Potentially dilutive securities excluded as anti-dilutive 3,572 — 2,601 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment and Geographic Information [Abstract] | |
Summary of Revenue and Long-Lived Assets by Geographical Area | Year Ended December 31, 2018 2017 2016 United States Product sales $ 67,458 $ 41,261 $ 17,595 Services 35,984 22,659 4,747 Total United States 103,442 63,920 22,342 Canada Product sales 80,871 96,716 53,088 Services 28,607 31,183 16,994 Total Canada 109,478 127,899 70,082 Other Countries Product sales 8,452 6,689 2,537 Services 5,591 3,126 3,518 Total Other Countries 14,043 9,815 6,055 Total Product sales 156,781 144,666 73,220 Services 70,182 56,968 25,259 Total $ 226,963 $ 201,634 $ 98,479 The following table summarizes long-lived assets by geographic area (in thousands): December 31, December 31, 2018 2017 United States $ 16,475 $ 14,714 Canada 15,292 8,710 Other Countries 529 227 $ 32,296 $ 23,651 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Data | First Second Third Fourth Quarter Quarter Quarter Quarter 2018 Revenue $ 70,686 $ 43,398 $ 62,691 $ 50,188 Cost of sales 33,592 19,912 28,817 25,985 Impairments — — — 227,543 Income (loss) from operations 13,000 (3,291) 11,954 (228,327) Net income (loss) 11,865 (2,818) 7,766 (202,044) Net income (loss) attributable to NCS Multistage Holdings, Inc. 10,978 (4,053) 6,323 (203,565) Earnings (loss) per common share Basic (1) $ 0.24 $ (0.09) $ 0.14 $ (4.51) Diluted (1) $ 0.23 $ (0.09) $ 0.13 $ (4.51) 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 common share Basic (1) $ 0.18 $ (0.11) $ 0.07 $ (0.08) Diluted (1) $ 0.18 $ (0.11) $ 0.07 $ (0.08) ___________________________ (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 . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Narrative) (Details) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)customer | Dec. 31, 2016USD ($)customer | Jan. 01, 2018USD ($) |
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 | |||||||||||
Accounts receivable | $ 49,984,000 | $ 47,880,000 | $ 49,984,000 | $ 47,880,000 | $ 48,193,000 | ||||||||
Revenues | 50,188,000 | $ 62,691,000 | $ 43,398,000 | $ 70,686,000 | 50,184,000 | $ 55,957,000 | $ 36,857,000 | $ 58,636,000 | 226,963,000 | 201,634,000 | $ 98,479,000 | ||
Provisions for doubtful accounts | 300,000 | 11,000 | 300,000 | 11,000 | |||||||||
Goodwill impairment charge | 154,003,000 | 0 | 0 | ||||||||||
Impairment loss of identifiable intangible assets | 73,500,000 | 73,500,000 | 0 | 0 | |||||||||
Impairment of property and equipment | 0 | 0 | 0 | ||||||||||
Deferred tax assets, valuation allowance | 1,120,000 | 18,000 | 1,120,000 | 18,000 | |||||||||
Deferred tax liability | 105,000 | 28,380,000 | 105,000 | 28,380,000 | |||||||||
Income tax interest and penalties | 100,000 | 200,000 | $ 100,000 | ||||||||||
Accrued income tax interest and penalties | 600,000 | 600,000 | 600,000 | $ 600,000 | |||||||||
Tax Act of 2017 change in tax rate deferred tax liability income tax benefit | $ 3,900,000 | ||||||||||||
Percentage of net income allocated to participating security holders | 0.00% | 4.20% | 0.00% | ||||||||||
Research and development expense | $ 3,800,000 | $ 3,000,000 | $ 3,300,000 | ||||||||||
Accounting Standards Update 2016-02 [Member] | Subsequent Event [Member] | |||||||||||||
Operating Lease, Expense | $ 7,500,000 | ||||||||||||
Portion Outside Basis Differences In Canadian Subsidiary Unable To Assert Indefinite Reinvestment [Member] | |||||||||||||
Deferred tax liability | $ 3,900,000 | ||||||||||||
Portion Outside Basis Differences To Be Indefinitely Reinvested [Member] | |||||||||||||
Deferred tax liability | $ 0 | 0 | 0 | 0 | |||||||||
Income tax reconciliation repatriation of foreign earnings amount | $ 4,400,000 | 91,300,000 | |||||||||||
One Customer [Member] | Trade Accounts Receivable [Member] | Customer concentration risk [Member] | |||||||||||||
Accounts receivable | $ 2,000,000 | $ 2,000,000 | |||||||||||
One Customer [Member] | Revenue [Member] | Customer concentration risk [Member] | |||||||||||||
Concentration risk, percentage | 14.00% | 26.00% | |||||||||||
Revenues | $ 27,400,000 | $ 25,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Property and Equipment Estimated Useful Service Lives or Lease Term (Details) | 12 Months Ended |
Dec. 31, 2018 | |
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 | 5 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 |
Revenues (Financial Statement I
Revenues (Financial Statement Impact of Adopting ASC 606) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Accounts receivable - trade, net | $ 49,984 | $ 47,880 | $ 49,984 | $ 47,880 | $ 48,193 | |||||||
Income taxes payable | 184 | 10,561 | 184 | 10,561 | 10,627 | |||||||
Retained (deficit) earnings | (166,206) | 23,864 | (166,206) | 23,864 | 24,111 | |||||||
Revenues | 50,188 | $ 62,691 | $ 43,398 | $ 70,686 | 50,184 | $ 55,957 | $ 36,857 | $ 58,636 | 226,963 | 201,634 | $ 98,479 | |
Income tax (benefit) expense | (23,052) | 670 | (8,818) | |||||||||
Net (loss) income | (202,044) | 7,766 | (2,818) | 11,865 | (3,852) | 3,541 | (4,745) | 6,348 | (185,231) | 1,292 | (17,927) | |
Net income attributable to NCS Multistage Holdings, Inc.—Diluted | (203,565) | $ 6,323 | $ (4,053) | $ 10,978 | $ (3,343) | $ 3,386 | $ (4,491) | $ 6,550 | (190,317) | 2,102 | (17,927) | |
Balances Without Adoption of ASC 606 [Member] | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Accounts receivable - trade, net | 49,806 | 49,806 | ||||||||||
Income taxes payable | 147 | 147 | ||||||||||
Retained (deficit) earnings | (166,347) | (166,347) | ||||||||||
Income tax (benefit) expense | (23,024) | |||||||||||
Net (loss) income | (185,124) | |||||||||||
Net income attributable to NCS Multistage Holdings, Inc.—Diluted | (190,210) | |||||||||||
Effect of Change Higher/(Lower) [Member] | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Accounts receivable - trade, net | 178 | 178 | ||||||||||
Income taxes payable | 37 | 37 | ||||||||||
Retained (deficit) earnings | $ 141 | 141 | ||||||||||
Income tax (benefit) expense | (28) | |||||||||||
Net (loss) income | (107) | |||||||||||
Net income attributable to NCS Multistage Holdings, Inc.—Diluted | (107) | |||||||||||
Adjustments due to ASC 606 [Member] | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Accounts receivable - trade, net | 313 | |||||||||||
Income taxes payable | 66 | |||||||||||
Retained (deficit) earnings | $ 247 | |||||||||||
Services [Member] | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Revenues | 70,182 | $ 56,968 | $ 25,259 | |||||||||
Services [Member] | Balances Without Adoption of ASC 606 [Member] | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Revenues | 70,317 | |||||||||||
Services [Member] | Effect of Change Higher/(Lower) [Member] | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Revenues | $ (135) |
Revenues (Schedule of Contract
Revenues (Schedule of Contract Assets and Liabilities) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Change in Contract with Customer, Asset and Liability [Abstract] | |
Contract Liabilities Current Beginning Balance | $ 170 |
Additions | 887 |
Revenue recognized | (542) |
Contract Liabilities Current Ending Balance | $ 515 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) | Aug. 31, 2017 | Feb. 01, 2017 | Jan. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Common stock issued in business acquisition | 400,000 | ||||||
Business combination, earn-out amount | $ 12,835,000 | $ 12,835,000 | |||||
Goodwill | 184,478,000 | $ 23,112,000 | 184,478,000 | $ 122,077,000 | |||
Goodwill, Impairment Loss | 154,003,000 | 0 | 0 | ||||
Income tax expense (benefit) | (23,052,000) | 670,000 | (8,818,000) | ||||
Amortization of intangible assets | $ 13,090,000 | $ 24,458,000 | 23,801,000 | ||||
Customer Relationships [Member] | Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible asset, useful life | 10 years | 10 years | |||||
Customer Relationships [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible asset, useful life | 21 years | 21 years | |||||
Spectrum Tracer Services [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Ownership interest acquired, percent | 100.00% | ||||||
Business combination consideration transferred | $ 83,744,000 | ||||||
Common stock issued in business acquisition | 400,000 | ||||||
Cash payment for acquisition | $ 76,485,000 | ||||||
Common stock price per share | $ 19.42 | ||||||
Business combination, earn-out amount | $ 400,000 | 3,400,000 | $ 0 | $ 3,400,000 | |||
Goodwill | 40,241,000 | ||||||
Business combination goodwill not deductible for tax purpose | 6,000,000 | ||||||
Goodwill, Impairment Loss | $ 31,900,000 | ||||||
Acquisition costs | 700,000 | $ 1,000,000 | |||||
Revenue contributed by acquiree since acquisition date | 12,800,000 | ||||||
Net income contributed by acquiree since acquisition date | 300,000 | ||||||
Income tax expense (benefit) | (3,400,000) | 3,000,000 | |||||
Amortization of intangible assets | 1,700,000 | 600,000 | |||||
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 | $ 12,500,000 | ||||||
Spectrum Tracer Services [Member] | U.S. Transition Tax On Unremitted Foreign Earnings [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Income tax expense (benefit) | $ 400,000 | ||||||
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 | $ 12,954,000 | ||||||
Cash payment for acquisition | 5,996,000 | ||||||
Business combination, earn-out amount | 7,000,000 | $ 10,000,000 | |||||
Proceeds from promissory note | 1,000,000 | ||||||
Goodwill | 15,222,000 | ||||||
Acquisition costs | 300,000 | ||||||
Income tax expense (benefit) | 500,000 | 2,500,000 | |||||
Amortization of intangible assets | $ 500,000 | $ 400,000 | |||||
Repeat Precision [Member] | Subsequent Event [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash payment for acquisition | $ 10,000,000 | ||||||
Repeat Precision [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | $ 4,100,000 | ||||||
Finite-lived intangible asset, useful life | 10 years |
Acquisition (Summary of Selecte
Acquisition (Summary of Selected Financial Information on Pro Forma Basis) (Details) - Spectrum Tracer Services [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 220,478 | $ 117,211 |
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ 1,664 | $ (19,442) |
Acquisitions (Summary of Consid
Acquisitions (Summary of Consideration and Assets Acquired) (Details) - USD ($) $ in Thousands | Aug. 31, 2017 | Feb. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Preliminary purchase price allocation | |||||
Goodwill | $ 23,112 | $ 184,478 | $ 122,077 | ||
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 | 1,010 | ||||
Other long-term liabilities | 1,191 | ||||
Total liabilities assumed | 3,363 | ||||
Net identifiable assets acquired | 43,503 | ||||
Goodwill | 40,241 | ||||
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, 2018 | Dec. 31, 2017 | |
Spectrum Tracer Services [Member] | ||
Intangibles assets, fair value | $ 31,900 | |
Technology [Member] | Minimum [Member] | ||
Estimated useful lives | 8 years | 14 years |
Technology [Member] | Maximum [Member] | ||
Estimated useful lives | 18 years | 16 years |
Technology [Member] | Spectrum Tracer Services [Member] | ||
Intangibles assets, fair value | $ 5,600 | |
Estimated useful lives | 16 years | |
Trademarks [Member] | Minimum [Member] | ||
Estimated useful lives | 5 years | 5 years |
Trademarks [Member] | Maximum [Member] | ||
Estimated useful lives | 10 years | 10 years |
Trademarks [Member] | Spectrum Tracer Services [Member] | ||
Intangibles assets, fair value | $ 1,600 | |
Estimated useful lives | 10 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Estimated useful lives | 10 years | 10 years |
Customer Relationships [Member] | Maximum [Member] | ||
Estimated useful lives | 21 years | 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, 2018 | Dec. 31, 2017 |
Inventories [Abstract] | ||
Raw materials | $ 2,470 | $ 2,412 |
Work in process | 57 | 623 |
Finished goods | 30,226 | 30,100 |
Total inventories | $ 32,753 | $ 33,135 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and Equipment [Abstract] | |||
Depreciation | $ 4,747 | $ 3,193 | $ 1,766 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment by Major Asset Class) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 36,009 | $ 29,905 |
Less: Accumulated depreciation and amortization | (10,270) | (7,012) |
Property and equipment, net, excluding construction in progress | 25,739 | 22,893 |
Construction in progress gross | 6,557 | 758 |
Property and equipment, net | 32,296 | 23,651 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,995 | 2,167 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 5,185 | 5,155 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 18,135 | 13,418 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,373 | 2,157 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,097 | 1,013 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 6,980 | 5,751 |
Service equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 244 | $ 244 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangibles (Narrative) (Details) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 01, 2017USD ($) | |
Goodwill [Line Items] | |||||
Number of Reporting Units | segment | 3 | ||||
Goodwill impairment charge | $ 154,003,000 | $ 0 | $ 0 | ||
Goodwill | $ 23,112,000 | 23,112,000 | 184,478,000 | 122,077,000 | |
Impairment loss of identifiable intangible assets | 73,500,000 | 73,500,000 | 0 | 0 | |
Amortization of intangible assets | $ 13,090,000 | 24,458,000 | $ 23,801,000 | ||
Weighted average amortization period | 15 years | ||||
Fracturing Systems and Well Construction [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill impairment charge | $ 122,100,000 | ||||
Goodwill | 0 | 0 | |||
Tracer Diagnostic Services [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill impairment charge | 31,900,000 | ||||
Goodwill | $ 7,900,000 | 7,900,000 | |||
Repeat Precision [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill | $ 15,222,000 | ||||
Amortization of intangible assets | $ 500,000 | $ 400,000 |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangibles (Changes in Carrying Amount of Goodwill) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Identifiable Intangibles [Abstract] | |||
Goodwill, beginning balance | $ 184,478,000 | $ 122,077,000 | |
Acquisitions | 55,409,000 | ||
Purchase price allocation adjustment | 54,000 | ||
Impairments | (154,003,000) | 0 | $ 0 |
Currency translation adjustment | (7,417,000) | 6,992,000 | |
Goodwill, ending balance | $ 23,112,000 | $ 184,478,000 | $ 122,077,000 |
Goodwill and Identifiable Int_5
Goodwill and Identifiable Intangibles (Schedule of Identifiable Intangibles) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 52,053 | $ 195,079 |
Finite-lived intangible assets, Accumulated Amortization | (3,068) | (58,667) |
Finite-lived intangible assets, Net Balance | 48,985 | 136,412 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | 17,289 | 151,433 |
Finite-lived intangible assets, Accumulated Amortization | (516) | (52,730) |
Finite-lived intangible assets, Net Balance | $ 16,773 | $ 98,703 |
Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 8 years | 14 years |
Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 18 years | 16 years |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 1,600 | $ 2,588 |
Finite-lived intangible assets, Accumulated Amortization | (213) | (1,042) |
Finite-lived intangible assets, Net Balance | $ 1,387 | $ 1,546 |
Trademarks [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years | 5 years |
Trademarks [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 10 years | 10 years |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 28,544 | $ 41,058 |
Finite-lived intangible assets, Accumulated Amortization | (2,339) | (4,895) |
Finite-lived intangible assets, Net Balance | $ 26,205 | $ 36,163 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 10 years | 10 years |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 21 years | 21 years |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years | |
Finite-lived intangible assets, Gross Carrying Amount | $ 4,620 | |
Finite-lived intangible assets, Net Balance | $ 4,620 |
Goodwill and Identifiable Int_6
Goodwill and Identifiable Intangibles (Schedule of Estimated Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Identifiable Intangibles [Abstract] | ||
Finite-lived intangible assets, amortization expense, 2019 | $ 4,468 | |
Finite-lived intangible assets, amortization expense, 2020 | 4,458 | |
Finite-lived intangible assets, amortization expense, 2021 | 4,458 | |
Finite-lived intangible assets, amortization expense, 2022 | 4,458 | |
Finite-lived intangible assets, amortization expense, 2023 | 4,458 | |
Finite-lived intangible assets, amortization expense, thereafter | 26,685 | |
Finite-lived intangible assets, net | $ 48,985 | $ 136,412 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Expenses [Abstract] | ||
Accrued payroll and bonus | $ 2,627 | $ 5,167 |
Property and franchise taxes accrual | 424 | 390 |
Accrued acquisition related costs | 25 | |
Accrued other miscellaneous liabilities | 1,033 | 1,091 |
Total accrued expenses | $ 4,084 | $ 6,673 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | May 04, 2017 | Feb. 27, 2017 | Sep. 30, 2018 | Apr. 30, 2017 | Feb. 28, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 16, 2018 | Aug. 31, 2017 |
Debt Instrument [Line Items] | ||||||||||
Amortization expense of deferred financing charges | $ 334,000 | $ 444,000 | $ 740,000 | |||||||
Capital lease amortization expense | 1,100,000 | 400,000 | $ 200,000 | |||||||
Fair Value, Inputs, Level 2 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, fair value | $ 25,300,000 | 26,700,000 | ||||||||
Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity date | Feb. 16, 2020 | |||||||||
Promissory Note [Member] | Repeat Precision [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, maximum borrowing capacity | $ 3,800,000 | $ 4,300,000 | ||||||||
Long-term debt, gross | $ 0 | 3,300,000 | ||||||||
Debt instrument variable interest rate | 1.00% | |||||||||
Equipment Notes [Member] | Repeat Precision [Member] | February 2017 Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, gross | $ 400,000 | 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 maturity date | Dec. 21, 2018 | |||||||||
Equipment Notes [Member] | Repeat Precision [Member] | September 2018 Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, maximum borrowing capacity | $ 3,800,000 | |||||||||
Long-term debt, gross | $ 2,000,000 | |||||||||
Debt instrument variable interest rate | 1.00% | |||||||||
Debt maturity date | Jun. 7, 2023 | |||||||||
Amended And Restated Credit Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument stated interest rate | 5.88% | |||||||||
Debt issuance cost | $ 1,000,000 | |||||||||
Amortization expense of deferred financing charges | $ 300,000 | 200,000 | ||||||||
Amended And Restated Credit Agreement [Member] | Revolving Credit U.S. Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expense on debt | 1,300,000 | 400,000 | ||||||||
Line of credit outstanding | $ 20,000,000 | 20,000,000 | ||||||||
Credit facility maturity date | May 4, 2020 | |||||||||
Amended And Restated Credit Agreement [Member] | Revolving Credit Canadian Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit outstanding | $ 0 | $ 0 | ||||||||
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 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 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 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 Credit Facility [Member] | Swingline Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 5,000,000 |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 25,691 | $ 27,036 |
Less: current portion | (2,236) | (5,334) |
Long-term debt | 23,455 | 21,702 |
Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 20,000 | 20,000 |
Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,313 | |
Equipment Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,412 | 1,295 |
Capital Leases [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 3,279 | $ 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, 2018USD ($) |
Future Principal Payments of Long-term Debt [Abstract] | |
2,019 | $ 666 |
2,020 | 21,195 |
2,021 | 551 |
Total debt, net | $ 22,412 |
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, 2018USD ($) |
Capital Leases, Future Minimum Payments, Net Present Value [Abstract] | |
2,019 | $ 1,768 |
2,020 | 973 |
2,021 | 686 |
2,022 | 198 |
Subtotal | 3,625 |
Less: amount representing interest | (346) |
Present value of payments | $ 3,279 |
Debt (Property Under Capital Le
Debt (Property Under Capital Leases Included within Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets under capital leases | $ 5,265 | $ 3,584 |
Less: accumulated amortization | (1,411) | (785) |
Net assets under capital leases | 3,854 | 2,799 |
Vehicles [Member] | ||
Assets under capital leases | $ 5,265 | $ 3,584 |
Commitments and Contingencies_2
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | Mar. 03, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Commitments and Contingencies [Abstract] | ||||
Proceeds from an arbitration case | $ 0.9 | |||
Operating lease rental expense | $ 3.4 | $ 2.4 | $ 2.1 |
Commitments and Contingencies -
Commitments and Contingencies - (Minimum Renatl Payments Under Non-Cancelable Operating Leases) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies [Abstract] | |
2,019 | $ 2,867 |
2,020 | 1,276 |
2,021 | 757 |
2,022 | 434 |
2,023 | 292 |
Thereafter | 398 |
Operating Leases, Future Minimum Payments Due | $ 6,024 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) $ / shares in Units, $ in Thousands | Feb. 14, 2018shares | May 03, 2017USD ($)$ / sharesshares | Apr. 13, 2017 | Dec. 31, 2018item$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares | Apr. 27, 2017shares |
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 1 | 10,000,000 | |||
Preferred stock, shares issued (in shares) | 1 | 1 | |||||
Preferred stock, shares outstanding (in shares) | 1 | 1 | |||||
Common stock, shares authorized (in shares) | 225,000,000 | 225,000,000 | 54,000,000 | 225,000,000 | |||
Common stock, shares outstanding (in shares) | 45,072,463 | 43,913,136 | |||||
Proceeds from issuance of common stock, net of offering costs | $ | $ 151,356 | $ 102 | |||||
Underwriting discounts and commissions and other offering expenses | $ | $ 2,178 | $ 242 | |||||
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 | 1,326,935 | 1,769,247 | |||||
Shares of common stock issued to Cemblend in exchange for shares of NCS Canada | 442,312 | ||||||
Dividends declared | $ / shares | $ 0 | $ 0 | |||||
IPO [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Stock split ratio of outstanding shares of common stock | 3 | ||||||
Common Stock [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Issuance of common stock upon IPO, net of offering costs, shares | 9,550,000 | 10,635 | |||||
Shares of common stock issued to Cemblend in exchange for shares of NCS Canada | 442,312 | ||||||
Common Stock [Member] | IPO [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Issuance of common stock upon IPO, net of offering costs, shares | 9,500,000 | ||||||
Common stock par value (in dollars per share) | $ / shares | $ 0.01 | ||||||
Shares issued price per share | $ / shares | $ 17 | ||||||
Proceeds from issuance of common stock, net of offering costs | $ | $ 148,900 | ||||||
Underwriting discounts and commissions and other offering expenses | $ | $ 12,600 | ||||||
Common Stock [Member] | Over-Allotment Option [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Options exercised by underwriters to purchase additional shares | 1,425,000 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) | Jan. 01, 2019shares | Aug. 03, 2017USD ($) | May 03, 2017item | Apr. 27, 2017USD ($)$ / shares | Mar. 31, 2018$ / sharesshares | Dec. 31, 2018USD ($)item$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Number of equity incentive plans | item | 3 | |||||||
Allocated share-based compensation expense | $ | $ 10,930,000 | $ 6,108,000 | $ 1,354,000 | |||||
Employee Stock Option [Member] | ||||||||
Share-based compensation arrangement shares excercised | 0 | |||||||
Allocated share-based compensation expense | $ | 5,865,000 | 5,218,000 | $ 1,354,000 | |||||
Share-based compensation arrangement outstanding aggregate intrinsic values | $ | 100,000 | |||||||
Share-based compensation arrangement unvested aggregate intrinsic value | $ | 0 | |||||||
Total intrinsic value of options exercised | $ | 9,800,000 | 14,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ | 7,700,000 | |||||||
Income tax benefit realized from compensation expense | $ | $ 500,000 | |||||||
Employee Stock Option [Member] | Minimum [Member] | ||||||||
Share-based compensation cost recognition period | 1 year | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based compensation shares granted | 586,832 | |||||||
Weighted average grant date fair value | $ / shares | $ 14.55 | |||||||
Allocated share-based compensation expense | $ | $ 3,672,000 | 775,000 | ||||||
Share-based compensation cost recognition period | 2 years | |||||||
Share-based compensation cost not yet recognized share-based awards Other than options | $ | $ 6,900,000 | |||||||
Income tax benefit realized from compensation expense | $ | 100,000 | |||||||
Total value of shares vested and released | $ | $ 600,000 | $ 0 | $ 0 | |||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||||||||
Share-based compensation vesting period | 3 years | |||||||
Restricted Stock Units (RSUs) [Member] | Non-Employee Board Of Directors [Member] | ||||||||
Share-based compensation vesting period | 1 year | |||||||
Performance Stock Unit Awards (“PSUs”) [Member] | ||||||||
Share-based compensation shares granted | 156,516 | |||||||
Weighted average grant date fair value | $ / shares | $ 17.37 | |||||||
Allocated share-based compensation expense | $ | $ 800,000 | |||||||
Share-based compensation cost not yet recognized share-based awards Other than options | $ | $ 1,900,000 | |||||||
Performance Stock Unit Awards (“PSUs”) [Member] | Minimum [Member] | ||||||||
Share-based compensation cost recognition period | 2 years | |||||||
Performance Stock Unit Awards (“PSUs”) [Member] | Performance period from January 1, 2018 to December 31, 2020 [Member] | Minimum [Member] | ||||||||
Percentage of vesting of share-based compensation awards | 0.00% | |||||||
Performance Stock Unit Awards (“PSUs”) [Member] | Performance period from January 1, 2018 to December 31, 2020 [Member] | Maximum [Member] | ||||||||
Percentage of vesting of share-based compensation awards | 200.00% | |||||||
Service-Based Option Awards [Member] | ||||||||
Weighted-average grant date fair value on the date of grant | $ / shares | $ 7.61 | $ 4.58 | ||||||
Liquidity Options [Member] | ||||||||
Allocated share-based compensation expense | $ | $ 17,200,000 | $ 10,100,000 | ||||||
Weighted-average grant date fair value on the date of grant | $ / shares | $ 11.69 | |||||||
2011 Plan [Member] | ||||||||
Share-based compensation arrangement shares excercised | 649,047 | |||||||
Share-based compensation arrangement options remain exercisable | 0 | |||||||
2012 Plan [Member] | ||||||||
Number of shares authorized | 2,463,501 | |||||||
Share-based compensation arrangement options outstanding | 2,410,048 | |||||||
Share-based compensation arrangement options remain exercisable | 1,414,200 | |||||||
2017 Plan [Member] | ||||||||
Share-based compensation arrangement shares available for grant | 3,634,419 | |||||||
2017 Plan [Member] | Maximum [Member] | ||||||||
Number of shares authorized | 4,532,523 | |||||||
2012 Equity Plan and 2017 Equity Plan [Member] | ||||||||
Share-based compensation arrangement shares excercised | 41,207 | |||||||
Share-based compensation arrangement options outstanding | 2,422,695 | 2,474,648 | ||||||
Share-based compensation arrangement options remain exercisable | 1,418,416 | |||||||
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 shares excercised | 13,704 | |||||||
Share-based compensation arrangement options outstanding | 1,449,261 | 1,472,631 | ||||||
Share-based compensation arrangement options remain exercisable | 477,173 | |||||||
Weighted average remaining contractual life (years) | 4 years 2 months 1 day | 5 years 2 months 9 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] | ||||||||
Allocated share-based compensation expense | $ | $ 593,000 | $ 115,000 | ||||||
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 share purchase cap per offering period | 1,041 | |||||||
Maximum annual contributions amount per employee | $ | $ 12,500 | |||||||
Purchase price of common stock expressed as a percentage of its fair value | 85.00% | |||||||
Employee Stock Purchase Plan [Member] | Subsequent Event [Member] | ||||||||
Stock issued during period unnder employee stock purchase plans | 156,486 |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Awards) (Details) - $ / shares | Apr. 27, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Employee Stock Option [Member] | ||||
Expected volatility, minimum | 44.40% | 42.00% | ||
Expected volatility, maximum | 44.70% | |||
Expected volatility | 44.40% | |||
Average risk free interest rate | 2.00% | 1.70% | ||
Expected term (in years) | 6 years | 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 | |||
Performance Stock Unit Awards (“PSUs”) [Member] | ||||
Grant date | Mar. 1, 2018 | |||
Performance period start date | Jan. 1, 2018 | |||
Performance period end date | Dec. 31, 2020 | |||
Expected volatility | 54.30% | |||
Average risk free interest rate | 2.30% | |||
Weighted-average fair value per share | $ 14.53 | |||
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, 2018 | Dec. 31, 2017 | |
Beginning balance, Outstanding (in shares) | 2,474,648 | |
Exercised (in shares) | (41,207) | |
Forfeited (in shares) | (10,746) | |
Ending balance, Outstanding (in shares) | 2,422,695 | 2,474,648 |
Unvested at end of period (in shares) | 1,004,279 | |
Exercisable at end of period (in shares) | 1,418,416 | |
Service Based Options [Member] | ||
Beginning balance, Outstanding (in shares) | 1,002,017 | |
Beginning balance, Weighted average exercise price (in dollars per share) | $ 6.15 | |
Exercised (in shares) | (27,503) | |
Exercised, Weighted average exercise price (in dollars per share) | $ 6.22 | |
Forfeited (in shares) | (1,080) | |
Forfeited, Weighted average exercise price (in dollars per share) | $ 9.56 | |
Ending balance, Outstanding (in shares) | 973,434 | 1,002,017 |
Ending balance, Weighted average exercise price (in dollars per share) | $ 6.14 | $ 6.15 |
Weighted average remaining contractual life (years) | 4 years 2 months 16 days | 5 years 2 months 27 days |
Unvested at end of period (in shares) | 32,191 | |
Unvested at end of period, Weighted average exercise price (in dollars per share) | $ 11.89 | |
Exercisable at end of period (in shares) | 941,243 | |
Exercisable at end of period, Weighted average exercise price (in dollars per share) | $ 5.95 | |
Exercisable, Weighted average remaining contractual life (years) | 4 years 1 month 10 days | |
Liquidity Options [Member] | ||
Beginning balance, Outstanding (in shares) | 1,472,631 | |
Beginning balance, Weighted average exercise price (in dollars per share) | $ 6.19 | |
Exercised (in shares) | (13,704) | |
Exercised, Weighted average exercise price (in dollars per share) | $ 7.59 | |
Forfeited (in shares) | (9,666) | |
Forfeited, Weighted average exercise price (in dollars per share) | $ 6.57 | |
Ending balance, Outstanding (in shares) | 1,449,261 | 1,472,631 |
Ending balance, Weighted average exercise price (in dollars per share) | $ 6.18 | $ 6.19 |
Weighted average remaining contractual life (years) | 4 years 2 months 1 day | 5 years 2 months 9 days |
Unvested at end of period (in shares) | 972,088 | |
Unvested at end of period, Weighted average exercise price (in dollars per share) | $ 6.19 | |
Exercisable at end of period (in shares) | 477,173 | |
Exercisable at end of period, Weighted average exercise price (in dollars per share) | $ 6.15 | |
Exercisable, Weighted average remaining contractual life (years) | 4 years 1 month 21 days |
Share-Based Compensation (Sum_2
Share-Based Compensation (Summary of RSU Activity) (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Beginning balance, Non-vested awards (in shares) | 167,494 |
Granted (in shares) | 586,832 |
Vested (including 45,585 shares that have not been released) | (82,306) |
Forfeited (in shares) | (25,385) |
Ending balance, Non-vested awards (in shares) | 646,635 |
Beginning balance, Non-vested awards weighted average grant date fair value (in dollars per share) | $ / shares | $ 18.78 |
Granted, Non-vested awards weighted average grant date fair value (in dollars per share) | $ / shares | 14.55 |
Vested, Non-vested awards weighted average grant date fair value (in dollars per share) | $ / shares | 18.21 |
Forfeited, Non-vested awards weighted average grant date fair value (in dollars per share) | $ / shares | 14.53 |
Ending balance, Non-vested awards weighted average grant date fair value (in dollars per share) | $ / shares | $ 15.18 |
Shares held in Employee Stock Option Plan, Suspense Shares | 45,585 |
Share-Based Compensation (Sum_3
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based compensation expense | $ 10,930 | $ 6,108 | $ 1,354 |
Related income tax benefit | 1,698 | 2,529 | 325 |
Restricted Stock Units (RSUs) [Member] | |||
Share-based compensation expense | 3,672 | 775 | |
Employee Stock Option [Member] | |||
Share-based compensation expense | 5,865 | 5,218 | $ 1,354 |
Performance Stock Unit Awards (“PSUs”) [Member] | |||
Share-based compensation expense | 800 | ||
Employee Stock Purchase Plan [Member] | |||
Share-based compensation expense | $ 593 | $ 115 |
Employee Benefit Plan (Narrativ
Employee Benefit Plan (Narrative) (Details) - 401(k) plan [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employer matching contribution, percent of match | 100.00% | ||
Employer matching contribution, percent of employees' gross pay | 3.00% | ||
Employer discretionary matching contribution, percent of match | 50.00% | ||
Employer discretionary maximum matching contribution, percent of employee' gross pay | 5.00% | ||
Employer discretionary contribution amount | $ 1.3 | $ 0.8 | $ 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 | |
Income Taxes [Abstract] | |||
Income tax (benefit) expense | $ (23,052) | $ 670 | $ (8,818) |
Effective tax rate | 11.10% | 34.10% | 33.00% |
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 mandatory one-time tax on the accumulated earnings of our foreign subsidiaries | $ 4,400 | ||
Statutory corporate tax rate | 21.00% | 35.00% | 35.00% |
Decrease in effective tax rate | (15.70%) | ||
Deferred tax asset | $ 9,326 | ||
Deferred tax assets, valuation allowance | $ 1,120 | $ 18 |
Income Taxes ((Benefit) Provisi
Income Taxes ((Benefit) Provision from Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current tax expense (benefit): | |||
U.S. Federal | $ 1,241 | $ 11,786 | $ (505) |
State | 240 | 628 | (145) |
Foreign | 4,307 | 7,215 | 1,098 |
Total current | 5,788 | 19,629 | 448 |
Deferred tax expense (benefit): | |||
U.S. Federal | (9,525) | (14,389) | (4,190) |
State | (599) | (299) | (133) |
Foreign | (18,716) | (4,271) | (4,943) |
Total deferred | (28,840) | (18,959) | (9,266) |
Total income taxes | $ (23,052) | $ 670 | $ (8,818) |
Income Taxes (Domestic and Fore
Income Taxes (Domestic and Foreign Components of (Loss) Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | |||
U.S. Federal | $ (52,523) | $ (6,337) | $ (15,221) |
Foreign | (155,760) | 8,299 | (11,524) |
(Loss) income before income tax | $ (208,283) | $ 1,962 | $ (26,745) |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | |||
Income tax expense at federal statutory rate | 21.00% | 35.00% | 35.00% |
Impairment expense | (15.70%) | ||
Non-controlling interest losses | 0.50% | 35.50% | |
U.S. tax on foreign earnings | 1.50% | 200.50% | (3.60%) |
Deferred tax adjustment for foreign book value and tax basis differences | (197.30%) | 1.80% | |
Nondeductible expenses | (0.20%) | 36.60% | (0.20%) |
Non U.S. income taxed at different rates | 4.50% | (16.90%) | (3.60%) |
Research and other tax credits | 0.40% | (44.00%) | 3.00% |
Effect of rate change on deferred tax | (24.30%) | ||
Stock-based compensation | (0.20%) | 22.10% | (0.50%) |
Manufacturing deduction | (23.80%) | 0.30% | |
State taxes | 0.20% | 8.60% | 0.80% |
Change in valuation allowance | (0.50%) | (2.30%) | |
Other | (0.40%) | 4.40% | |
Income tax | 11.10% | 34.10% | 33.00% |
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, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Accruals not currently deductible | $ 4,045 | $ 3,344 |
Depreciation and amortization | 667 | |
Foreign tax credit carryforward | 1,120 | |
Other | 1,587 | 871 |
Total deferred tax assets | 7,419 | 4,215 |
Valuation allowance for deferred tax assets | (1,120) | (18) |
Total deferred tax assets | 6,299 | 4,197 |
Deferred tax liabilities: | ||
Depreciation and amortization | (27,404) | |
Foreign currency translation | (105) | (358) |
Other | (618) | |
Total deferred tax liabilities | (105) | (28,380) |
Net deferred tax liabilities | 24,183 | |
Net deferred tax assets | 6,194 | |
Deferred income tax assets—noncurrent | 9,326 | |
Deferred income tax liabilities—noncurrent | $ (3,132) | $ (24,183) |
(Loss) Earnings Per Share (Reco
(Loss) Earnings Per Share (Reconciliation of Numerator and Denominator for Calculating Earnings Per Share from Net Income) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||||||
Numerator—Basic | |||||||||||||||||||
Net (loss) income | $ (202,044) | $ 7,766 | $ (2,818) | $ 11,865 | $ (3,852) | $ 3,541 | $ (4,745) | $ 6,348 | $ (185,231) | $ 1,292 | $ (17,927) | ||||||||
Less: (loss) income attributable to participating shares | 55 | ||||||||||||||||||
Less: income (loss) attributable to non-controlling interest | 5,086 | (810) | |||||||||||||||||
Net (loss) income attributable to NCS Multistage Holdings, Inc.—Basic | (190,317) | 2,047 | (17,927) | ||||||||||||||||
Numerator—Diluted | |||||||||||||||||||
Net (loss) income | (202,044) | 7,766 | (2,818) | 11,865 | (3,852) | 3,541 | (4,745) | 6,348 | (185,231) | 1,292 | (17,927) | ||||||||
Less: income (loss) attributable to non-controlling interest | 5,086 | (810) | |||||||||||||||||
Net income attributable to NCS Multistage Holdings, Inc.—Diluted | $ (203,565) | $ 6,323 | $ (4,053) | $ 10,978 | $ (3,343) | $ 3,386 | $ (4,491) | $ 6,550 | $ (190,317) | $ 2,102 | $ (17,927) | ||||||||
Denominator | |||||||||||||||||||
Basic weighted average number of shares (in shares) | 44,788 | 40,484 | 34,008 | ||||||||||||||||
Exchangeable shares for common stock (in shares) | 1,786 | ||||||||||||||||||
Dilutive effect of stock options, RSUs, PSUs and ESPP | 1,313 | ||||||||||||||||||
Diluted weighted average number of shares (in shares) | 44,788 | 43,583 | 34,008 | ||||||||||||||||
(Loss) earnings per common share | |||||||||||||||||||
Basic (in dollars per share) | $ (4.51) | [1] | $ 0.14 | [1] | $ (0.09) | [1] | $ 0.24 | [1] | $ (0.08) | [1] | $ 0.07 | [1] | $ (0.11) | [1] | $ 0.18 | [1] | $ (4.25) | $ 0.05 | $ (0.53) |
Diluted (in dollars per share) | $ (4.51) | [1] | $ 0.13 | [1] | $ (0.09) | [1] | $ 0.23 | [1] | $ (0.08) | [1] | $ 0.07 | [1] | $ (0.11) | [1] | $ 0.18 | [1] | $ (4.25) | $ 0.05 | $ (0.53) |
Potentially dilutive securities excluded as anti-dilutive | 3,572 | 2,601 | |||||||||||||||||
[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. |
Segment and Geographic Inform_3
Segment and Geographic Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2018segment | |
Segment and Geographic Information [Abstract] | |
Number of reportable segments | 1 |
Segment and Geographic Inform_4
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | $ 50,188 | $ 62,691 | $ 43,398 | $ 70,686 | $ 50,184 | $ 55,957 | $ 36,857 | $ 58,636 | $ 226,963 | $ 201,634 | $ 98,479 |
Property and equipment, net | 32,296 | 23,651 | 32,296 | 23,651 | |||||||
Product sales [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | 156,781 | 144,666 | 73,220 | ||||||||
Services [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | 70,182 | 56,968 | 25,259 | ||||||||
United States [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | 103,442 | 63,920 | 22,342 | ||||||||
Property and equipment, net | 16,475 | 14,714 | 16,475 | 14,714 | |||||||
United States [Member] | Product sales [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | 67,458 | 41,261 | 17,595 | ||||||||
United States [Member] | Services [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | 35,984 | 22,659 | 4,747 | ||||||||
Canada [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | 109,478 | 127,899 | 70,082 | ||||||||
Property and equipment, net | 15,292 | 8,710 | 15,292 | 8,710 | |||||||
Canada [Member] | Product sales [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | 80,871 | 96,716 | 53,088 | ||||||||
Canada [Member] | Services [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | 28,607 | 31,183 | 16,994 | ||||||||
Other Countries [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | 14,043 | 9,815 | 6,055 | ||||||||
Property and equipment, net | $ 529 | $ 227 | 529 | 227 | |||||||
Other Countries [Member] | Product sales [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | 8,452 | 6,689 | 2,537 | ||||||||
Other Countries [Member] | Services [Member] | |||||||||||
Revenue and Long-Lived Assets by Country [Line Items] | |||||||||||
Revenue | $ 5,591 | $ 3,126 | $ 3,518 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||||||
Quarterly Financial Data [Abstract] | |||||||||||||||||||
Revenues | $ 50,188 | $ 62,691 | $ 43,398 | $ 70,686 | $ 50,184 | $ 55,957 | $ 36,857 | $ 58,636 | $ 226,963 | $ 201,634 | $ 98,479 | ||||||||
Cost of sales | 25,985 | 28,817 | 19,912 | 33,592 | 24,595 | 25,958 | 18,885 | 29,354 | 108,306 | 98,792 | 53,833 | ||||||||
Impairments | 227,543 | 227,543 | |||||||||||||||||
Income (loss) from operations | (228,327) | 11,954 | (3,291) | 13,000 | (4,602) | 5,246 | (5,609) | 9,924 | (206,664) | 4,959 | (17,982) | ||||||||
Net income (loss) | (202,044) | 7,766 | (2,818) | 11,865 | (3,852) | 3,541 | (4,745) | 6,348 | (185,231) | 1,292 | (17,927) | ||||||||
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ (203,565) | $ 6,323 | $ (4,053) | $ 10,978 | $ (3,343) | $ 3,386 | $ (4,491) | $ 6,550 | $ (190,317) | $ 2,102 | $ (17,927) | ||||||||
Basic (in dollars per share) | $ (4.51) | [1] | $ 0.14 | [1] | $ (0.09) | [1] | $ 0.24 | [1] | $ (0.08) | [1] | $ 0.07 | [1] | $ (0.11) | [1] | $ 0.18 | [1] | $ (4.25) | $ 0.05 | $ (0.53) |
Diluted (in dollars per share) | $ (4.51) | [1] | $ 0.13 | [1] | $ (0.09) | [1] | $ 0.23 | [1] | $ (0.08) | [1] | $ 0.07 | [1] | $ (0.11) | [1] | $ 0.18 | [1] | $ (4.25) | $ 0.05 | $ (0.53) |
[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 (Details)
Subsequent Events (Details) - shares | Feb. 15, 2019 | Aug. 31, 2017 |
Subsequent Events [Line Items] | ||
Shares issued in exchange for shares of wholly-owned subsidiaries | 400,000 | |
Common Stock [Member] | Cemblend Systems, Inc. [Member] | Subsequent Event [Member] | ||
Subsequent Events [Line Items] | ||
Shares issued in exchange for shares of wholly-owned subsidiaries | 1,326,935 |