Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Cover [Abstract] | ||
Entity Registrant Name | NCS Multistage Holdings, Inc. | |
Entity Central Index Key | 0001692427 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | NCSM | |
Security Exchange Name | NASDAQ | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 46,813,117 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 4,518 | $ 25,131 |
Accounts receivable—trade, net of allowances of $846 and $311 at 2019 and 2018, respectively | 57,826 | 49,984 |
Inventories | 40,614 | 32,753 |
Prepaid expenses and other current assets | 2,069 | 2,037 |
Other current receivables | 5,328 | 4,685 |
Total current assets | 110,355 | 114,590 |
Noncurrent assets | ||
Property and equipment, net | 33,670 | 32,296 |
Goodwill | 15,222 | 23,112 |
Identifiable intangibles, net | 46,146 | 48,985 |
Deposits and other assets | 7,672 | 1,392 |
Deferred income taxes, net | 9,326 | |
Total noncurrent assets | 102,710 | 115,111 |
Total assets | 213,065 | 229,701 |
Current liabilities | ||
Accounts payable—trade | 18,122 | 7,167 |
Accrued expenses | 3,194 | 4,084 |
Income taxes payable | 470 | 184 |
Current contingent consideration | 9,963 | |
Other current liabilities | 5,094 | 1,991 |
Current maturities of long-term debt | 1,609 | 2,236 |
Total current liabilities | 28,489 | 25,625 |
Noncurrent liabilities | ||
Long-term debt, less current maturities | 14,693 | 23,455 |
Other long-term liabilities | 4,856 | 1,258 |
Deferred income taxes, net | 3,180 | 3,132 |
Total noncurrent liabilities | 22,729 | 27,845 |
Total liabilities | 51,218 | 53,470 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at September 30, 2019 and one share issued and outstanding at December 31, 2018 | ||
Common stock, $0.01 par value, 225,000,000 shares authorized, 46,904,232 shares issued and 46,811,855 shares outstanding at September 30, 2019 and 45,100,771 shares issued and 45,072,463 shares outstanding at December 31, 2018 | 469 | 451 |
Additional paid-in capital | 421,583 | 411,423 |
Accumulated other comprehensive loss | (82,025) | (84,030) |
Retained deficit | (196,852) | (166,206) |
Treasury stock, at cost; 92,377 shares at September 30, 2019 and 28,308 shares at December 31, 2018 | (667) | (337) |
Total stockholders’ equity | 142,508 | 161,301 |
Non-controlling interest | 19,339 | 14,930 |
Total equity | 161,847 | 176,231 |
Total liabilities and stockholders' equity | $ 213,065 | $ 229,701 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Allowance for doubtful accounts | $ 846 | $ 311 |
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) | 0 | 1 |
Preferred stock, shares outstanding (in shares) | 0 | 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) | 46,904,232 | 45,100,771 |
Common stock, shares outstanding (in shares) | 46,811,855 | 45,072,463 |
Treasury stock, shares (in shares) | 92,377 | 28,308 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | ||||
Revenues | $ 60,773 | $ 62,691 | $ 153,391 | $ 176,775 |
Cost of sales | ||||
Cost of product sales and services, exclusive of depreciation and amortization expense shown below | 32,209 | 28,817 | 82,053 | 82,321 |
Selling, general and administrative expenses | 20,441 | 19,356 | 66,360 | 62,508 |
Depreciation | 1,461 | 1,174 | 4,382 | 3,429 |
Amortization | 1,153 | 3,255 | 3,451 | 9,859 |
Change in fair value of contingent consideration | (1,865) | 37 | (3,005) | |
Impairment | 7,919 | |||
Income (loss) from operations | 5,509 | 11,954 | (10,811) | 21,663 |
Other income (expense) | ||||
Interest expense, net | (424) | (317) | (1,497) | (1,382) |
Other income, net | 259 | 28 | 349 | 68 |
Foreign currency exchange loss | (131) | (688) | (678) | (399) |
Total other expense | (296) | (977) | (1,826) | (1,713) |
Income (loss) before income tax | 5,213 | 10,977 | (12,637) | 19,950 |
Income tax (before) expense | (1,396) | 3,211 | 10,200 | 3,137 |
Net income (loss) | 6,609 | 7,766 | (22,837) | 16,813 |
Net income attributable to non-controlling interest | 2,988 | 1,443 | 7,809 | 3,565 |
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ 3,621 | $ 6,323 | $ (30,646) | $ 13,248 |
Earnings (loss) per common share | ||||
Basic earnings (loss) per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | $ 0.08 | $ 0.14 | $ (0.66) | $ 0.29 |
Diluted earnings (loss) per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | $ 0.08 | $ 0.13 | $ (0.66) | $ 0.28 |
Weighted average common shares outstanding | ||||
Basic | 46,892,000 | 44,943,000 | 46,552,000 | 44,660,000 |
Diluted | 46,921,000 | 47,404,000 | 46,552,000 | 47,254,000 |
Product sales [Member] | ||||
Revenues | ||||
Revenues | $ 43,756 | $ 44,633 | $ 110,933 | $ 122,514 |
Cost of sales | ||||
Cost of product sales and services, exclusive of depreciation and amortization expense shown below | 23,796 | 20,275 | 57,032 | 57,600 |
Services [Member] | ||||
Revenues | ||||
Revenues | 17,017 | 18,058 | 42,458 | 54,261 |
Cost of sales | ||||
Cost of product sales and services, exclusive of depreciation and amortization expense shown below | $ 8,413 | $ 8,542 | $ 25,021 | $ 24,721 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Net income (loss) | $ 6,609 | $ 7,766 | $ (22,837) | $ 16,813 |
Foreign currency translation adjustments, net of tax of $0 | (1,017) | 4,371 | 2,005 | (6,553) |
Comprehensive income (loss) | 5,592 | 12,137 | (20,832) | 10,260 |
Less: Comprehensive income attributable to non-controlling interest | 2,988 | 1,443 | 7,809 | 3,565 |
Comprehensive income (loss) attributable to NCS Multistage Holdings, Inc. | $ 2,604 | $ 10,694 | $ (28,641) | $ 6,695 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Deficit [Member] | Treasury Stock [Member] | Non-controlling Interest [Member] | Total |
Beginning balance at Dec. 31, 2017 | $ 439 | $ 399,426 | $ (66,707) | $ 23,864 | $ (175) | $ 12,144 | $ 368,991 | |
Beginning balance, shares at Dec. 31, 2017 | 1 | 43,931,484 | ||||||
Beginning balance, Treasury Stock, shares at Dec. 31, 2017 | (18,348) | |||||||
Adoption of ASC 606 | 247 | 247 | ||||||
Share-based compensation | 2,374 | 2,374 | ||||||
Net income (loss) | 10,978 | 887 | 11,865 | |||||
Exercise of stock options | $ 3 | 350 | 353 | |||||
Exercise of stock options, shares | 275,653 | |||||||
Cemblend exchangeable shares | $ 4 | (4) | ||||||
Cemblend exchangeable shares, shares | 442,312 | |||||||
Currency translation adjustment | (6,689) | (6,689) | ||||||
Ending balance at Mar. 31, 2018 | $ 446 | 402,146 | (73,396) | 35,089 | $ (175) | 13,031 | 377,141 | |
Ending balance, shares at Mar. 31, 2018 | 1 | 44,649,449 | ||||||
Ending balance, Treasury Stock, shares at Mar. 31, 2018 | (18,348) | |||||||
Beginning balance at Dec. 31, 2017 | $ 439 | 399,426 | (66,707) | 23,864 | $ (175) | 12,144 | 368,991 | |
Beginning balance, shares at Dec. 31, 2017 | 1 | 43,931,484 | ||||||
Beginning balance, Treasury Stock, shares at Dec. 31, 2017 | (18,348) | |||||||
Net income (loss) | 16,813 | |||||||
Currency translation adjustment | (6,553) | |||||||
Ending balance at Sep. 30, 2018 | $ 450 | 408,613 | (73,260) | 37,359 | $ (337) | 15,209 | 388,034 | |
Ending balance, shares at Sep. 30, 2018 | 1 | 45,038,934 | ||||||
Ending balance, Treasury Stock, shares at Sep. 30, 2018 | (28,308) | |||||||
Beginning balance at Mar. 31, 2018 | $ 446 | 402,146 | (73,396) | 35,089 | $ (175) | 13,031 | 377,141 | |
Beginning balance, shares at Mar. 31, 2018 | 1 | 44,649,449 | ||||||
Beginning balance, Treasury Stock, shares at Mar. 31, 2018 | (18,348) | |||||||
Share-based compensation | 2,958 | 2,958 | ||||||
Net income (loss) | (4,053) | 1,235 | (2,818) | |||||
Exercise of stock options | $ 3 | 446 | 449 | |||||
Exercise of stock options, shares | 277,216 | |||||||
Currency translation adjustment | (4,235) | (4,235) | ||||||
Ending balance at Jun. 30, 2018 | $ 449 | 405,550 | (77,631) | 31,036 | $ (175) | 14,266 | 373,495 | |
Ending balance, shares at Jun. 30, 2018 | 1 | 44,926,665 | ||||||
Ending balance, Treasury Stock, shares at Jun. 30, 2018 | (18,348) | |||||||
Share-based compensation | 2,865 | 2,865 | ||||||
Net income (loss) | 6,323 | 1,443 | 7,766 | |||||
Shares withheld | $ (162) | (162) | ||||||
Shares withheld, shares | (9,960) | |||||||
Distribution to noncontrolling interest | (500) | (500) | ||||||
Exercise of stock options | $ 1 | 198 | 199 | |||||
Exercise of stock options, shares | 75,548 | |||||||
Vesting of restricted stock, shares | 36,721 | |||||||
Currency translation adjustment | 4,371 | 4,371 | ||||||
Ending balance at Sep. 30, 2018 | $ 450 | 408,613 | (73,260) | 37,359 | $ (337) | 15,209 | 388,034 | |
Ending balance, shares at Sep. 30, 2018 | 1 | 45,038,934 | ||||||
Ending balance, Treasury Stock, shares at Sep. 30, 2018 | (28,308) | |||||||
Beginning balance at Dec. 31, 2018 | $ 451 | 411,423 | (84,030) | (166,206) | $ (337) | 14,930 | $ 176,231 | |
Beginning balance, shares at Dec. 31, 2018 | 1 | 45,100,771 | ||||||
Beginning balance, Treasury Stock, shares at Dec. 31, 2018 | (28,308) | (28,308) | ||||||
Share-based compensation | 2,968 | $ 2,968 | ||||||
Net income (loss) | (11,966) | 2,088 | (9,878) | |||||
Shares withheld | $ (309) | (309) | ||||||
Shares withheld, shares | (54,529) | |||||||
Distribution to noncontrolling interest | (600) | (600) | ||||||
Vesting of restricted stock | $ 2 | (2) | ||||||
Vesting of restricted stock, shares | 168,563 | |||||||
Cemblend exchangeable shares | $ 13 | (13) | ||||||
Cemblend exchangeable shares, shares | (1) | 1,326,935 | ||||||
Proceeds from the issuance of ESPP | $ 2 | 675 | 677 | |||||
Proceeds from the issuance of ESPP, shares | 156,486 | |||||||
Currency translation adjustment | 1,537 | 1,537 | ||||||
Ending balance at Mar. 31, 2019 | $ 468 | 415,051 | (82,493) | (178,172) | $ (646) | 16,418 | 170,626 | |
Ending balance, shares at Mar. 31, 2019 | 46,752,755 | |||||||
Ending balance, Treasury Stock, shares at Mar. 31, 2019 | (82,837) | |||||||
Beginning balance at Dec. 31, 2018 | $ 451 | 411,423 | (84,030) | (166,206) | $ (337) | 14,930 | $ 176,231 | |
Beginning balance, shares at Dec. 31, 2018 | 1 | 45,100,771 | ||||||
Beginning balance, Treasury Stock, shares at Dec. 31, 2018 | (28,308) | (28,308) | ||||||
Net income (loss) | $ (22,837) | |||||||
Currency translation adjustment | 2,005 | |||||||
Ending balance at Sep. 30, 2019 | $ 469 | 421,583 | (82,025) | (196,852) | $ (667) | 19,339 | $ 161,847 | |
Ending balance, shares at Sep. 30, 2019 | 46,904,232 | |||||||
Ending balance, Treasury Stock, shares at Sep. 30, 2019 | (92,377) | (92,377) | ||||||
Beginning balance at Mar. 31, 2019 | $ 468 | 415,051 | (82,493) | (178,172) | $ (646) | 16,418 | $ 170,626 | |
Beginning balance, shares at Mar. 31, 2019 | 46,752,755 | |||||||
Beginning balance, Treasury Stock, shares at Mar. 31, 2019 | (82,837) | |||||||
Share-based compensation | 3,314 | 3,314 | ||||||
Net income (loss) | (22,301) | 2,733 | (19,568) | |||||
Currency translation adjustment | 1,485 | 1,485 | ||||||
Ending balance at Jun. 30, 2019 | $ 468 | 418,365 | (81,008) | (200,473) | $ (646) | 19,151 | 155,857 | |
Ending balance, shares at Jun. 30, 2019 | 46,752,755 | |||||||
Ending balance, Treasury Stock, shares at Jun. 30, 2019 | (82,837) | |||||||
Share-based compensation | 2,872 | 2,872 | ||||||
Net income (loss) | 3,621 | 2,988 | 6,609 | |||||
Shares withheld | $ (21) | (21) | ||||||
Shares withheld, shares | (9,540) | |||||||
Distribution to noncontrolling interest | (2,800) | (2,800) | ||||||
Vesting of restricted stock, shares | 36,285 | |||||||
Proceeds from the issuance of ESPP | $ 1 | 346 | 347 | |||||
Proceeds from the issuance of ESPP, shares | 115,192 | |||||||
Currency translation adjustment | (1,017) | (1,017) | ||||||
Ending balance at Sep. 30, 2019 | $ 469 | $ 421,583 | $ (82,025) | $ (196,852) | $ (667) | $ 19,339 | $ 161,847 | |
Ending balance, shares at Sep. 30, 2019 | 46,904,232 | |||||||
Ending balance, Treasury Stock, shares at Sep. 30, 2019 | (92,377) | (92,377) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net (loss) income | $ (22,837) | $ 16,813 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 7,833 | 13,288 |
Impairment | 7,919 | |
Amortization of deferred loan cost | 236 | 251 |
Share-based compensation | 9,380 | 8,197 |
Provision for inventory obsolescence | 417 | 1,219 |
Deferred income tax expense (benefit) | 9,281 | (2,148) |
Gain on sale of property and equipment | (300) | (39) |
Change in fair value of contingent consideration | 37 | (3,005) |
Provision for doubtful accounts | 1,715 | |
Payment of contingent consideration | (3,042) | |
Changes in operating assets and liabilities: | ||
Accounts receivable—trade | (9,552) | (10,787) |
Inventories | (8,218) | (1,529) |
Prepaid expenses and other assets | 723 | (2,237) |
Accounts payable—trade | 12,272 | 6,959 |
Accrued expenses | (915) | (2,371) |
Other liabilities | (805) | 816 |
Income taxes receivable/payable | 671 | (17,812) |
Net cash provided by operating activities | 4,815 | 7,615 |
Cash flows from investing activities | ||
Purchases of property and equipment | (4,990) | (7,352) |
Purchase and development of software and technology | (251) | (2,588) |
Proceeds from sales of property and equipment | 816 | 298 |
Net cash used in investing activities | (4,425) | (9,642) |
Cash flows from financing activities | ||
Equipment note borrowings | 835 | 1,001 |
Payments on equipment note and finance leases | (4,552) | (1,437) |
Promissory note borrowings | 5,053 | |
Payments on promissory note | (8,366) | |
Payments on revolver | (7,000) | |
Payment of contingent consideration | (6,958) | |
Proceeds from the exercise of options for common stock | 1,001 | |
Treasury shares withheld | (330) | (161) |
Distribution to noncontrolling interest | (3,400) | (500) |
Proceeds from the issuance of ESPP shares | 1,025 | |
Payment of deferred loan cost related to senior secured credit facility | (871) | |
Net cash used in financing activities | (21,251) | (3,409) |
Effect of exchange rate changes on cash and cash equivalents | 248 | (933) |
Net change in cash and cash equivalents | (20,613) | (6,369) |
Cash and cash equivalents beginning of period | 25,131 | 33,809 |
Cash and cash equivalents end of period | 4,518 | 27,440 |
Supplemental cash flow information | ||
Cash paid for income taxes (net of refunds) | $ 210 | $ 22,922 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation Nature of Business 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,” “ our ” and “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; Morgantown, West Virginia; Calgary, Red Deer, Grande Prairie and Estevan, Canada; Neuquén, Argentina and Stavanger, Norway. Basis of Presentation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), issued by the Securities Exchange Commission (“SEC”) and have not been audited by our independent registered public accounting firm. The Condensed Consolidated Balance Sheet at December 31, 2018 is derived from our audited financial statements. However, certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted or condensed as permitted by the rules and regulations of the SEC, and, therefore, these interim financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 8, 2019. In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements. Summary of New Significant Accounting Policy 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. 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. Recent Accounting Pronouncements Pronouncement Adopted in 2019 In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability for all leases with terms longer than 12 months. Under the new standard, lessees need to recognize leases on their balance sheets as lease liabilities with corresponding ROU assets. We adopted the standard effective January 1, 2019, using a modified retrospective transition method and applying certain optional practical expedients. NCS 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 the package of 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 condensed consolidated balance sheet but did not materially impact our condensed consolidated statements of operations or condensed consolidated statements of cash flows. Adoption of the new standard resulted in the recording of ROU assets and lease liabilities of $7.5 million on January 1, 2019. See “Note 8. Leases” for more information. 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 but do not currently expect that the adoption of this guidance will have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326). This ASU introduces a new impairment model that is based on expected credit losses rather than incurred credit losses for financial instruments, including trade accounts receivable. It requires an entity to measure expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The new standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. On October 16, 2019, the FASB affirmed its decision on amendments to the effective dates for certain ASUs. The effective date for ASU 2016-13 will remain the same for public business entities that are SEC filers, excluding entities eligible to be small reporting companies (“SRC”). The effective date for all other entities, including SRCs, will begin after December 15, 2022, including interim periods within those fiscal years. The FASB expects the final ASU on effective dates will be issued in mid-November 2019. We are currently evaluating the impact of the adoption of this guidance. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2019 | |
Revenues [Abstract] | |
Revenues | Note 2. Revenues 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. The following table depicts the disaggregation of revenue by geographic region (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 United States Product sales $ 21,639 $ 18,125 $ 62,272 $ 48,011 Services 6,915 8,157 18,370 27,976 Total United States 28,554 26,282 80,642 75,987 Canada Product sales 18,531 21,215 43,953 67,653 Services 7,590 7,958 18,670 22,567 Total Canada 26,121 29,173 62,623 90,220 Other Countries Product sales 3,586 5,293 4,708 6,850 Services 2,512 1,943 5,418 3,718 Total Other Countries 6,098 7,236 10,126 10,568 Total Product sales 43,756 44,633 110,933 122,514 Services 17,017 18,058 42,458 54,261 Total revenues $ 60,773 $ 62,691 $ 153,391 $ 176,775 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 condensed consolidated balance sheet. We currently do not have any contract assets. The following table includes the contract liabilities as of September 30, 2019 and December 31, 2018 (in thousands): Contract Liabilities Current Non-Current Balance at December 31, 2018 $ 515 $ — Additions 99 — Revenue recognized (560) — Balance at September 30, 2019 $ 54 $ — Our contract liability as of September 30, 2019 and December 31, 2018 is included in current liabilities on our condensed consolidated balance sheet. Our performance obligations for our product and service revenues are satisfied before the customer’s payment however prepayments may occasionally be required for international sales . Revenue recognized from the contract liability balance was $31 thousand and $0.1 million for the three months ended September 30, 2019 and 2018 , respectively, and $0.6 million and $0.2 million for the nine months ended September 30, 2019 and 2018 , respectively. Practical Exemption 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. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventories [Abstract] | |
Inventories | Note 3. Inventories Inventories consist of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, December 31, 2019 2018 Raw materials $ 2,235 $ 2,470 Work in process 431 57 Finished goods 37,948 30,226 Total inventories $ 40,614 $ 32,753 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 4. Property and Equipment Property and equipment by major asset class consist of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, December 31, 2019 2018 Land $ 2,054 $ 1,995 Building and improvements 11,663 5,185 Machinery and equipment 21,158 18,135 Computers and software 2,466 2,373 Furniture and fixtures 1,191 1,097 Vehicles 7,226 6,980 Service equipment 244 244 46,002 36,009 Less: Accumulated depreciation and amortization (13,594) (10,270) 32,408 25,739 Construction in progress 1,262 6,557 Property and equipment, net $ 33,670 $ 32,296 The following table presents the depreciation expense associated with the following income statement line items for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Cost of sales Cost of product sales $ 682 $ 489 $ 2,015 $ 1,422 Cost of services 320 278 951 785 Selling, general and administrative expenses 459 407 1,416 1,222 Total depreciation $ 1,461 $ 1,174 $ 4,382 $ 3,429 |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangibles | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Goodwill and Identifiable Intangibles | Note 5. Goodwill and Identifiable Intangibles Changes in the carrying amount of goodwill are as follows (in thousands): Gross Value Accumulated Impairment Net At December 31, 2017 $ 184,478 $ — $ 184,478 Purchase price allocation adjustment 54 — 54 Impairment — (154,003) (154,003) Currency translation adjustment (7,417) — (7,417) At December 31, 2018 $ 177,115 $ (154,003) $ 23,112 Impairment — (7,937) (7,937) Currency translation adjustment 47 — 47 At September 30, 2019 $ 177,162 $ (161,940) $ 15,222 We perform our annual impairment tests of goodwill as of December 31, 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. As a result of unfavorable oil and gas industry market conditions in late 2018 that continued to persist into 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 values exceeded the estimated fair values. We recorded impairment charges in the fourth quarter of 2018 in two reporting units, totaling $154.0 million. As a result of the impairment loss, we have no remaining goodwill in the fracturing systems and well construction reporting unit. During the second quarter of 2019, we performed an impairment test for goodwill and determined that the carrying value of one of our reporting units exceeded its fair value. We recorded an impairment charge of $ 7.9 million for our tracer diagnostic services reporting unit as a result of a further deterioration in customer activity levels in North America. This resulted in lower demand for oilfield services driving a decrease in our market share and increased customer and competitor-driven pricing pressures in addition to a decline in the quoted price of our common stock. Following the impairment, our tracer diagnostic services reporting unit has no remaining goodwill balance. There was no impairment recorded at any reporting unit for the three months ended September 30, 2019, and no impairment recorded in any other reporting unit for the nine months ended September 30, 2019. Identifiable intangibles by major asset class consist of the following (in thousands) : September 30, 2019 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 8 - 18 $ 17,559 $ (1,933) $ 15,626 Trademarks 5 - 10 1,600 (333) 1,267 Customer relationships 10 - 21 28,634 (3,527) 25,107 Internally developed software 5 4,881 (735) 4,146 Total identifiable intangibles $ 52,674 $ (6,528) $ 46,146 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 Total amortization expense, which is associated with the s elling, general and administrative expenses income statement line item, was $1.2 million and $3.3 million for the three months ended September 30, 2019 and 2018 , respectively, and $3.5 million and $9.9 million for the nine months ended September 30, 2019 and 2018 , respectively. Identifiable intangibles with definite lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. On December 31, 2018, as a result of unfavorable oil and gas industry market conditions in late 2018 that 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. There were no impairments recorded for our identifiable intangibles for the three and nine months ended September 30, 2019 . |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 6. Accrued Expenses Accrued expenses consist of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, December 31, 2019 2018 Accrued payroll and bonus $ 2,128 $ 2,627 Property and franchise taxes accrual 425 424 Accrued other miscellaneous liabilities 641 1,033 Total accrued expenses $ 3,194 $ 4,084 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt [Abstract] | |
Debt | Note 7. Debt Our long-term debt consists of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, December 31, 2019 2018 Prior Senior Secured Credit Facility $ — $ 20,000 New Senior Secured Credit Facility 13,000 — Equipment notes — 2,412 Finance leases 3,302 3,279 Total debt 16,302 25,691 Less: current portion (1,609) (2,236) Long-term debt $ 14,693 $ 23,455 The estimated fair value of total debt for the periods ended September 30, 2019 and December 31, 2018 was $15.8 million and $25.3 million, respectively. The carrying value of the senior secured revolving 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 prior and new credit agreements and other financing arrangements. Prior Senior Secured Credit Facility On May 4, 2017, we entered into a credit agreement (the “Prior Credit Agreement”) with a group of financial institutions which originally consisted of a (i) senior secured revolving credit facility (the “Prior U.S. Facility”) in an aggregate principal amount of $25.0 million made available to Pioneer Investment, Inc. (the “U.S. Borrower”), of which up to $5.0 million was available for letters of credit and up to $5.0 million was available for swingline loans and (ii) senior secured revolving credit facility (the “Prior Canadian Facility”) (together, the “Prior Senior Secured Credit Facility”) in an aggregate principal amount of $25.0 million made available to NCS Multistage Inc. (the “Canadian Borrower”) . We entered into Amendment No. 1 to the Prior 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 Prior U.S. Facility. The loan commitment available under the Prior 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 Prior Credit Agreement, which amended certain negative covenants contained in the Prior Credit Agreement. As of December 31, 2018 , we had $20.0 million in outstanding indebtedness under the Prior U.S. Facility and no outstanding indebtedness under the Prior Canadian Facility. Borrowings under the Prior U.S. Facility were available in U.S. dollars, Canadian dollars or Euros and had an interest rate equal to the Adjusted Base Rate or Eurocurrency Rate (each as defined in the Prior Credit Agreement), in each case, plus an applicable interest margin as set forth in the Prior Credit Agreement. Borrowings under the Prior Canadian Facility were available in U.S. dollars or Canadian dollars and accrued interest at the Canadian (Cdn) Base Rate, Canadian (U.S.) Base Rate, Eurocurrency Rate or Discount Rate (each as defined in the Prior Credit Agreement), in each case, plus an applicable interest margin as set forth in the Prior Credit Agreement. The Adjusted Base Rate, Canadian (U.S.) Base Rate and Canadian (Cdn) Base Rate applicable margin could have been between 2.25% and 3.00% and the Eurocurrency Rate applicable margin could have been between 3.25% and 4.00% , in each case, depending on the Company’s leverage ratio. We incurred interest expense related to the Prior Senior Secured Credit Facility, including commitment fees, of $ 0.5 million and $0.9 million for the nine months ended September 30, 2019 and 2018 , respectively. The obligations of the U.S. Borrower under the Prior U.S. Facility were guaranteed by Pioneer Intermediate, Inc. and the Company (together, 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 were 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 Prior Canadian Facility were 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 were 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. Direct costs of $1.0 million were incurred in connection with the Prior Senior Secured Credit Facility . The costs were capitalized as an asset as they represented the benefit of being able to access capital over the contractual term. The costs were amortized over the term of the Prior Senior Secured Credit Facility using the straight-line method. As a result of our New Credit Agreement (as defined below), which was a modification of our revolving credit facility, unamortized deferred costs of $0.3 million related to the Prior Senior Secured Credit Facility were deferred and are being amortized over the term of the new arrangement. On May 1, 2019, we entered into a new Second Amended and Restated Credit Agreement (the “New Credit Agreement”) amending and restating the Prior Credit Agreement. New Senior Secured Credit Facility On May 1, 2019, we entered into the New Credit Agreement with Pioneer Investment, Inc., as U.S. borrower, NCS Multistage Inc., as Canadian borrower, Pioneer Intermediate, Inc. and the lenders party thereto, Wells Fargo Bank, National Association as administrative agent in respect of the New U.S. Facility (as defined below) and Wells Fargo Bank, National Association, Canadian Branch, as administrative agent in respect of the New Canadian Facility (as defined below) (the senior secured revolving credit facilities provided thereunder, the “New Senior Secured Credit Facility”). The New Credit Agreement amended and restated the Prior Credit Agreement in its entirety. The New Senior Secured Credit Facility consists of a (i) senior secured revolving credit facility in an aggregate principal amount of $50.0 million made available to the U.S. Borrower (the “New 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 “New Canadian Facility”). The New Senior Secured Credit Facility will mature on May 1, 2023. As of September 30, 2019 , we had $13.0 million in outstanding indebtedness under the New U.S. Facility and no outstanding indebtedness under the New Canadian Facility. Borrowings under the New U.S. Facility may be made in U.S. dollars for Adjusted Base Rate Advances, and in U.S. dollars, Canadian dollars or Euros for Eurocurrency Rate Advances (each as defined in the New Credit Agreement). Such advances bear interest at the Adjusted Base Rate or at the Eurocurrency Rate plus an applicable interest margin as set forth in the New Credit Agreement. Borrowings under the New 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 New Credit Agreement), in each case, plus an applicable interest margin as set forth in the New Credit Agreement. The applicable interest rate at September 30, 2019 was 5.125% . We incurred interest expense related to the New Senior Secured Credit Facility, including commitment fees, of $0.3 million and $0.5 million for the three and nine months ended September 30, 2019 , respectively. The obligations of the U.S. Borrower under the New 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 New Canadian Facility are guaranteed by the Parent Guarantors, the U.S. Borrower and each of the other 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 other subsidiary guarantors, in each case, subject to certain exceptions and permitted liens. The New Credit Agreement contains financial covenants that require (i) commencing with the fiscal quarter ending June 30, 2019, compliance with a maximum leverage ratio test set at 2.50 to 1.00 as of the last day of each fiscal quarter, (ii) commencing with the fiscal quarter ending June 30, 2019, compliance with an interest coverage ratio test set at not more than 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 New 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 of at least 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 New 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 of at least 1.00 to 1.00. As of September 30, 2019 , we were in compliance with these financial covenants. The New 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 New 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 New U.S. Facility and the New 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 New U.S. Facility and the New 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 New U.S. Facility and the New Canadian Facility, the lenders thereunder will have the right to proceed against the collateral granted to them to secure such facility Direct costs of $0.9 million were incurred in connection with the New Senior Secured Credit Facility. The costs were capitalized as an asset as they represent the benefit of being able to access capital over the contractual term. Additionally, $0.3 million of unamortized deferred costs related to the Prior Senior Secured Credit Facility are also being amortized over the term of the New Senior Secured Credit Facility using the straight-line method. Amortization expense of the deferred financing charges of $0.1 million was included in interest expense, net for the three and nine months ended September 30, 2019 . Promissory Note On February 27, 2017, Repeat Precision, LLC (“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 s cheduled to mature on February 16, 20 20. No other terms were changed. As of September 30, 2019 and December 31, 2018 , we had no outstanding indebtedness under the promissory note. 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. During the first quarter of 2019, the equipment note was paid in full and we had no outstanding indebtedness under the equipment note a s of September 30, 2019 . As of December 31, 2018 , the outstanding balance on the equipment note was $0. 4 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 September 30, 2019 , we had no outstanding indebtedness under the equipment note. At December 31, 2018 , the outstanding balance on the equipment note was $2.0 million. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 8. Leases We determine if a contract contains a lease at the inception of an arrangement. If so, ROU assets representing the right to use an underlying asset for the lease term and lease liabilities representing an obligation to make lease payments arising from the lease are included on the condensed consolidated balance sheet. We have operating and finance leases for facilities, vehicles, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from five to ten years with exercise of lease renewal options being at the sole discretion of NCS as lessee. Certain leases also include options to purchase the leased property. Some leases may include an option to terminate the contract with notice. ROU assets and lease liabilities with a term of longer than 12 months are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, our interest rate under the s enior secured credit facility is used as an incremental borrowing rate applied to the present value calculation at the lease commencement date unless the implicit rate is readily determinable. Lease expense for operating leases is recognized on a straight-line basis over the lease term. At adoption, ROU assets included any lease payments already made and excluded any initial direct costs. Our lease agreements are from a lessee perspective and do not contain (i) any leases with variable lease payments (e.g., payments that depend on a percentage of sales of a lessee or payments that increase based upon an index such as a consumer price index), (ii) residual value guarantees probable of being paid or (iii) material restrictive covenants. Lease agreements with lease and non-lease components are generally accounted for separately when practical. For leases where the lease and non-lease component are comingled and the non-lease component is determined to be insignificant when compared to the lease component, the lease and non-lease components are treated as a single lease component for all asset classes. As of September 30, 2019 , we do not have any lessor leases. We do have additional operating leases that have not yet commenced in the amount of $8.6 million. Supplemental balance sheet information related to leases are as follows (in thousands): September 30, Leases Condensed Consolidated Balance Sheet Classification 2019 Assets Operating lease right-of-use assets Deposits and other assets $ 5,507 Finance lease right-of-use assets (1) Property and equipment, net 3,810 Total leased right-of-use assets $ 9,317 Liabilities Current Operating lease liabilities Other current liabilities $ 2,217 Finance lease liabilities Current maturities of long-term debt 1,609 Noncurrent Operating lease liabilities Other long-term liabilities 3,448 Finance lease liabilities Long-term debt, less current maturities 1,693 Total lease liabilities $ 8,967 _______________ (1) Finance lease right-of-use assets are recorded net of accumulated amortization of $2.2 million as of September 30, 2019 . The components of lease expense are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Lease Cost Condensed Consolidated Statements of Operations Classification 2019 2019 Operating lease cost Cost of sales; Selling, general and administrative expenses $ 764 $ 2,140 Finance lease cost Amortization of right-of-use assets Depreciation 365 1,055 Interest on lease liabilities Interest expense, net 63 196 Short-term lease cost Cost of sales; Selling, general and administrative expenses 221 646 Total lease cost $ 1,413 $ 4,037 Maturities of lease liabilities are as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2019 (excluding the nine months ended September 30, 2019) $ 783 $ 575 2020 2,220 1,538 2021 1,584 1,041 2022 781 449 2023 267 — Thereafter 590 — Total lease payments $ 6,225 $ 3,603 Less: interest 560 301 Present value of lease liabilities $ 5,665 $ 3,302 Lease term and discount rate consist of the following: September 30, Lease Term and Discount Rate 2019 Weighted-average remaining lease term (years): Operating leases 3.4 Finance leases 1.6 Weighted-average discount rate: Operating leases 5.9 % Finance leases 5.5 % Supplemental cash flow and other information related to leases are as follows (in thousands): Nine Months Ended September 30, Other Information 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 2,492 Operating cash flows from finance leases 196 Financing cash flows from finance leases 1,304 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 336 Finance leases 1,371 Future annual commitments at December 31, 2018 under ASC 840 are as follows: Year Ending December 31, Operating Leases Finance Leases 2019 $ 2,867 $ 1,768 2020 1,276 973 2021 757 686 2022 434 198 2023 292 — Thereafter 398 — Total lease payments $ 6,024 $ 3,625 Less: interest — 346 Present value of lease liabilities $ 6,024 $ 3,279 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Litigation In the ordinary course of our business, from time to time, we have various claims, lawsuits and administrative proceedings that are pending or threatened with respect to commercial, 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. On July 12, 2019, Kobold filed a counterclaim seeking unspecified damages alleging that our fracturing tools and methods infringe on their patent and that we made false and misleading statements about Kobold. 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 requested 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. In accordance with GAAP, we accrue for contingencies where the occurrence of a material loss is probable and can be reasonably estimated, based on our estimate of the expected liability. If we have any outstanding legal accruals, we may increase or decrease these in the future, on a matter-by-matter basis, to account for developments. Our assessment of the likely outcome of litigation matters is based on our judgment of a number of factors, including experience with similar matters, past history, precedents, relevant financial information and other evidence and facts specific to the matter. While the outcome of any legal proceeding 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. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 10. Share- Based Compensation During the nine months ended September 30, 2019 , we granted 1,030,216 equity-classified restricted stock units (“RSUs”) with a weighted average grant date fair value of $5.28 . Of the RSUs granted, 842,236 RSUs will vest and settle ratably in three equal annual installments beginning on the anniversary of the date of grant and 187,980 RSUs, which were granted to the nonemployee members of the Board of Directors, will generally vest on the one year anniversary of the grant date. T he RSUs for the members of the Board of Directors either settle at vesting or, if the director has elected to defer the RSUs, within thirty days following the earlier of the termination of the director’s service for any reason or a change of control. During the nine months ended September 30, 2019 , we granted 625,488 equivalent stock units, or cash-settled, liability-classified RSUs (“ESUs”), with a weighted average grant date fair value of $5.51 , which will vest and settle ratably in three equal annual installments beginning on the anniversary of the date of grant. The ESUs will be settled in cash and the cash settled for any ESU will not exceed two times the fair market value of our common stock as of the day before the grant date. Compensation cost is remeasured each reporting period at fair value based upon the closing stock price of our common stock until the awards are settled. In addition, during the nine months ended September 30, 2019 , we granted 377,334 performance stock unit awards (“PSUs”), which have a performance period from January 1, 2019 to December 31, 2021. The grant date fair value of the PSUs of $6.50 was measured using a Monte Carlo simulation. The number of PSUs ultimately issued under the program is dependent upon our total shareholder return relative to our performance peer group (“relative TSR”) over the three -year performance period. Each PSU will settle for between zero and two shares of our common stock in the first quarter of 2021. The threshold performance level (25th percentile relative TSR) starts to earn PSUs, the mid-point performance level (50th percentile relative TSR) earns 65% of the target PSUs and the maximum performance level (90th percentile relative TSR) or greater earns 200% of the target PSUs. Our Employee Stock Purchase Plan for U.S. Employees and our Employee Stock Purchase Plan for non-U.S. Employees (together, the “ESPP”) allows eligible employees to purchase shares of our common stock at a discounted price. In July 2019, we issued 115,19 2 shares of our common stock to our employees in connection with the settlement of the purchase of shares for the January 1, 2019 to June 30, 2019 offering period, which increased our common stock outstanding. The ESPP was temporarily suspended for future offering periods beginning on July 1, 2019. The total share-based compensation expense for all awards was $2.9 million for each of the three months ended September 30, 2019 and 2018 and $9.4 million and $8.2 million for the nine months ended September 30, 2019 and 2018 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Taxes [Abstract] | |
Income Taxes | Note 11. Income Taxes The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including , but not limited to, the expected operating income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired or additional information is obtained. The computation of the annual effective rate would include applicable modifications, which were projected for the year, such as certain book expenses not deductible for tax, tax credits and foreign deemed dividends. We recorded a tax (benefit) expense of $(1.4) million and $3.2 million for the three months ended September 30, 2019 and 2018 , respectively. For the nine months ended September 30, 2019 and 2018 , we recorded a tax expense of $10.2 million and $3.1 million, respectively. Included in tax expense for the nine months ended September 30, 2019 was a valuation allowance against our U.S. deferred tax asset based on management’s position that we have not met the more likely than not condition of realizing the deferred tax asset based on the existence of sufficient projected U.S. taxable income of the appropriate character to recognize the tax benefit as well as the tax effect of a non-deductible goodwill impairment. These adjustments resulted in additional tax (benefit) expense for the three and nine months ended September 30, 2019 of approximately $(6.9) million and $11.7 million, respectively . For the three and nine months ended September 30, 2018 , our effective rates were 29.3% and 15.7% , respectively. The income tax expense and effective tax rates for the three and nine months ended September 30, 2018 were significantly impacted by the U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act ”) including administrative guidance issued by the Internal Revenue Service on April 2, 2018. This guidance along with other updates resulted in a change to the calculation of the mandatory one-time tax on accumulated earnings of foreign subsidiaries in 2017 and a tax expense (benefit) of approximately $0.5 million and $(2.1) million for the three and nine months ended September 30, 2018 , respectively. Additionally, the effective tax rate for the nine months ended September 30, 2019 and 2018 included a tax expense (benefit) of $0.4 million and $(0. 4 ) million, respectively, for the tax effect of stock awards. 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. 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 three and nine months ended September 30, 2019 and 2018. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The impact of an uncertain income tax position on the income tax returns must be recognized at the largest amount that is more-likely-than-not to be required to be recognized upon audit by the relevant taxing authority. This standard also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition issues with respect to tax positions. We include interest and penalties as a component of other income (expense), net in the condensed consolidated statements of operations and recognized $42 thousand and $58 thousand for the nine months ended September 30, 2019 and 2018, respectively. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings (Loss) Per Common Share [Abstract] | |
Earnings (Loss) Per Common Share | Note 12. Earnings (Loss) Per Common Share The following table presents the reconciliation of the numerator and denominator for calculating earnings (loss) per common share from net income (loss) ( in thousands, except per share data) : Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator—Basic Net income (loss) $ 6,609 $ 7,766 $ (22,837) $ 16,813 Less: income attributable to participating shares — 223 — 510 Less: income attributable to non-controlling interest 2,988 1,443 7,809 3,565 Net income (loss) attributable to NCS Multistage Holdings, Inc.––Basic $ 3,621 $ 6,100 $ (30,646) $ 12,738 Numerator—Diluted Net income (loss) $ 6,609 $ 7,766 $ (22,837) $ 16,813 Less: income attributable to non-controlling interest 2,988 1,443 7,809 3,565 Net income (loss) attributable to NCS Multistage Holdings, Inc.––Diluted $ 3,621 $ 6,323 $ (30,646) $ 13,248 Denominator Basic weighted average number of shares 46,892 44,943 46,552 44,660 Exchangeable shares for common stock — 1,327 — 1,398 Dilutive effect of stock options, RSUs, PSUs and ESPP 29 1,134 — 1,196 Diluted weighted average number of shares 46,921 47,404 46,552 47,254 Earnings (loss) per common share Basic $ 0.08 $ 0.14 $ (0.66) $ 0.29 Diluted $ 0.08 $ 0.13 $ (0.66) $ 0.28 Potentially dilutive securities excluded as anti-dilutive 4,184 54 4,357 187 |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment and Geographic Information [Abstract] | |
Segment and Geographic Information | Note 13. 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 . Subsequent Events As a result of events that occurred with our customers subsequent to September 30, 2019, we expect to record a provision for doubtful accounts of up to $1.8 million in the fourth quarter. |
Basis of Presentation (Policy)
Basis of Presentation (Policy) | 9 Months Ended |
Sep. 30, 2019 | |
Basis of Presentation [Abstract] | |
Nature of Business | Nature of Business 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,” “ our ” and “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; Morgantown, West Virginia; Calgary, Red Deer, Grande Prairie and Estevan, Canada; Neuquén, Argentina and Stavanger, Norway. |
Basis of Presentation | Basis of Presentation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), issued by the Securities Exchange Commission (“SEC”) and have not been audited by our independent registered public accounting firm. The Condensed Consolidated Balance Sheet at December 31, 2018 is derived from our audited financial statements. However, certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted or condensed as permitted by the rules and regulations of the SEC, and, therefore, these interim financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 8, 2019. In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements. |
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. 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Pronouncement Adopted in 2019 In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability for all leases with terms longer than 12 months. Under the new standard, lessees need to recognize leases on their balance sheets as lease liabilities with corresponding ROU assets. We adopted the standard effective January 1, 2019, using a modified retrospective transition method and applying certain optional practical expedients. NCS 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 the package of 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 condensed consolidated balance sheet but did not materially impact our condensed consolidated statements of operations or condensed consolidated statements of cash flows. Adoption of the new standard resulted in the recording of ROU assets and lease liabilities of $7.5 million on January 1, 2019. See “Note 8. Leases” for more information. 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 but do not currently expect that the adoption of this guidance will have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326). This ASU introduces a new impairment model that is based on expected credit losses rather than incurred credit losses for financial instruments, including trade accounts receivable. It requires an entity to measure expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The new standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. On October 16, 2019, the FASB affirmed its decision on amendments to the effective dates for certain ASUs. The effective date for ASU 2016-13 will remain the same for public business entities that are SEC filers, excluding entities eligible to be small reporting companies (“SRC”). The effective date for all other entities, including SRCs, will begin after December 15, 2022, including interim periods within those fiscal years. The FASB expects the final ASU on effective dates will be issued in mid-November 2019. We are currently evaluating the impact of the adoption of this guidance. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenues [Abstract] | |
Disaggregation of Revenue by Geographic Region | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 United States Product sales $ 21,639 $ 18,125 $ 62,272 $ 48,011 Services 6,915 8,157 18,370 27,976 Total United States 28,554 26,282 80,642 75,987 Canada Product sales 18,531 21,215 43,953 67,653 Services 7,590 7,958 18,670 22,567 Total Canada 26,121 29,173 62,623 90,220 Other Countries Product sales 3,586 5,293 4,708 6,850 Services 2,512 1,943 5,418 3,718 Total Other Countries 6,098 7,236 10,126 10,568 Total Product sales 43,756 44,633 110,933 122,514 Services 17,017 18,058 42,458 54,261 Total revenues $ 60,773 $ 62,691 $ 153,391 $ 176,775 |
Schedule of Contract Liabilities | Contract Liabilities Current Non-Current Balance at December 31, 2018 $ 515 $ — Additions 99 — Revenue recognized (560) — Balance at September 30, 2019 $ 54 $ — |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventories [Abstract] | |
Schedule of Inventories | September 30, December 31, 2019 2018 Raw materials $ 2,235 $ 2,470 Work in process 431 57 Finished goods 37,948 30,226 Total inventories $ 40,614 $ 32,753 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment by Major Asset Class | September 30, December 31, 2019 2018 Land $ 2,054 $ 1,995 Building and improvements 11,663 5,185 Machinery and equipment 21,158 18,135 Computers and software 2,466 2,373 Furniture and fixtures 1,191 1,097 Vehicles 7,226 6,980 Service equipment 244 244 46,002 36,009 Less: Accumulated depreciation and amortization (13,594) (10,270) 32,408 25,739 Construction in progress 1,262 6,557 Property and equipment, net $ 33,670 $ 32,296 |
Schedule of Depreciation Expense Associated Income Statement Line Items | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Cost of sales Cost of product sales $ 682 $ 489 $ 2,015 $ 1,422 Cost of services 320 278 951 785 Selling, general and administrative expenses 459 407 1,416 1,222 Total depreciation $ 1,461 $ 1,174 $ 4,382 $ 3,429 |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Changes in Carrying Amount of Goodwill | Gross Value Accumulated Impairment Net At December 31, 2017 $ 184,478 $ — $ 184,478 Purchase price allocation adjustment 54 — 54 Impairment — (154,003) (154,003) Currency translation adjustment (7,417) — (7,417) At December 31, 2018 $ 177,115 $ (154,003) $ 23,112 Impairment — (7,937) (7,937) Currency translation adjustment 47 — 47 At September 30, 2019 $ 177,162 $ (161,940) $ 15,222 |
Schedule of Identifiable Intangibles | September 30, 2019 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 8 - 18 $ 17,559 $ (1,933) $ 15,626 Trademarks 5 - 10 1,600 (333) 1,267 Customer relationships 10 - 21 28,634 (3,527) 25,107 Internally developed software 5 4,881 (735) 4,146 Total identifiable intangibles $ 52,674 $ (6,528) $ 46,146 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 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | September 30, December 31, 2019 2018 Accrued payroll and bonus $ 2,128 $ 2,627 Property and franchise taxes accrual 425 424 Accrued other miscellaneous liabilities 641 1,033 Total accrued expenses $ 3,194 $ 4,084 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt [Abstract] | |
Schedule of Long-term Debt | September 30, December 31, 2019 2018 Prior Senior Secured Credit Facility $ — $ 20,000 New Senior Secured Credit Facility 13,000 — Equipment notes — 2,412 Finance leases 3,302 3,279 Total debt 16,302 25,691 Less: current portion (1,609) (2,236) Long-term debt $ 14,693 $ 23,455 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Supplemental Balance Sheet Information Related to Leases | September 30, Leases Condensed Consolidated Balance Sheet Classification 2019 Assets Operating lease right-of-use assets Deposits and other assets $ 5,507 Finance lease right-of-use assets (1) Property and equipment, net 3,810 Total leased right-of-use assets $ 9,317 Liabilities Current Operating lease liabilities Other current liabilities $ 2,217 Finance lease liabilities Current maturities of long-term debt 1,609 Noncurrent Operating lease liabilities Other long-term liabilities 3,448 Finance lease liabilities Long-term debt, less current maturities 1,693 Total lease liabilities $ 8,967 _______________ (1) Finance lease right-of-use assets are recorded net of accumulated amortization of $2.2 million as of September 30, 2019 . |
Components of Lease Expense | Three Months Ended Nine Months Ended September 30, September 30, Lease Cost Condensed Consolidated Statements of Operations Classification 2019 2019 Operating lease cost Cost of sales; Selling, general and administrative expenses $ 764 $ 2,140 Finance lease cost Amortization of right-of-use assets Depreciation 365 1,055 Interest on lease liabilities Interest expense, net 63 196 Short-term lease cost Cost of sales; Selling, general and administrative expenses 221 646 Total lease cost $ 1,413 $ 4,037 |
Lease Term and Discount Rate | September 30, Lease Term and Discount Rate 2019 Weighted-average remaining lease term (years): Operating leases 3.4 Finance leases 1.6 Weighted-average discount rate: Operating leases 5.9 % Finance leases 5.5 % |
Supplemental Cash Flow and Other Information Related to Leases | Nine Months Ended September 30, Other Information 2019 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 2,492 Operating cash flows from finance leases 196 Financing cash flows from finance leases 1,304 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 336 Finance leases 1,371 |
Schedule of Future Annual Commitments Under ASC 840 | Year Ending December 31, Operating Leases Finance Leases 2019 $ 2,867 $ 1,768 2020 1,276 973 2021 757 686 2022 434 198 2023 292 — Thereafter 398 — Total lease payments $ 6,024 $ 3,625 Less: interest — 346 Present value of lease liabilities $ 6,024 $ 3,279 |
Accounting Standards Update 2016-02 [Member] | |
Maturities of Lease Liabilities | Year Ending December 31, Operating Leases Finance Leases 2019 (excluding the nine months ended September 30, 2019) $ 783 $ 575 2020 2,220 1,538 2021 1,584 1,041 2022 781 449 2023 267 — Thereafter 590 — Total lease payments $ 6,225 $ 3,603 Less: interest 560 301 Present value of lease liabilities $ 5,665 $ 3,302 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings (Loss) Per Common Share [Abstract] | |
Reconciliation of Numerator and Denominator for Calculating Earnings (loss) Per Share from Net Income (loss) | Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator—Basic Net income (loss) $ 6,609 $ 7,766 $ (22,837) $ 16,813 Less: income attributable to participating shares — 223 — 510 Less: income attributable to non-controlling interest 2,988 1,443 7,809 3,565 Net income (loss) attributable to NCS Multistage Holdings, Inc.––Basic $ 3,621 $ 6,100 $ (30,646) $ 12,738 Numerator—Diluted Net income (loss) $ 6,609 $ 7,766 $ (22,837) $ 16,813 Less: income attributable to non-controlling interest 2,988 1,443 7,809 3,565 Net income (loss) attributable to NCS Multistage Holdings, Inc.––Diluted $ 3,621 $ 6,323 $ (30,646) $ 13,248 Denominator Basic weighted average number of shares 46,892 44,943 46,552 44,660 Exchangeable shares for common stock — 1,327 — 1,398 Dilutive effect of stock options, RSUs, PSUs and ESPP 29 1,134 — 1,196 Diluted weighted average number of shares 46,921 47,404 46,552 47,254 Earnings (loss) per common share Basic $ 0.08 $ 0.14 $ (0.66) $ 0.29 Diluted $ 0.08 $ 0.13 $ (0.66) $ 0.28 Potentially dilutive securities excluded as anti-dilutive 4,184 54 4,357 187 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
ROU assets | $ 5,507 | |
Lease liabilities | $ 5,665 | |
Accounting Standards Update 2016-02 [Member] | ||
ROU assets | $ 7,500 | |
Lease liabilities | $ 7,500 |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues [Abstract] | ||||
Revenue recognized from the contract liability balance | $ 31 | $ 100 | $ 560 | $ 200 |
Revenues (Disaggregation of Rev
Revenues (Disaggregation of Revenue by Geographic Region) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 60,773 | $ 62,691 | $ 153,391 | $ 176,775 |
Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 43,756 | 44,633 | 110,933 | 122,514 |
Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,017 | 18,058 | 42,458 | 54,261 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 28,554 | 26,282 | 80,642 | 75,987 |
United States [Member] | Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 21,639 | 18,125 | 62,272 | 48,011 |
United States [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,915 | 8,157 | 18,370 | 27,976 |
Canada [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 26,121 | 29,173 | 62,623 | 90,220 |
Canada [Member] | Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 18,531 | 21,215 | 43,953 | 67,653 |
Canada [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,590 | 7,958 | 18,670 | 22,567 |
Other Countries [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,098 | 7,236 | 10,126 | 10,568 |
Other Countries [Member] | Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,586 | 5,293 | 4,708 | 6,850 |
Other Countries [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,512 | $ 1,943 | $ 5,418 | $ 3,718 |
Revenues (Schedule of Contract
Revenues (Schedule of Contract Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Change in Contract with Customer, Asset and Liability [Abstract] | ||||
Contract Liabilities Current Beginning Balance | $ 515 | |||
Additions | 99 | |||
Revenue recognized | $ (31) | $ (100) | (560) | $ (200) |
Contract Liabilities Current Ending Balance | $ 54 | $ 54 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventories [Abstract] | ||
Raw materials | $ 2,235 | $ 2,470 |
Work in process | 431 | 57 |
Finished goods | 37,948 | 30,226 |
Total inventories | $ 40,614 | $ 32,753 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment by Major Asset Class) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 46,002 | $ 36,009 |
Less: Accumulated depreciation and amortization | (13,594) | (10,270) |
Property and equipment, net, excluding construction in progress | 32,408 | 25,739 |
Construction in progress | 1,262 | 6,557 |
Property and equipment, net | 33,670 | 32,296 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,054 | 1,995 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11,663 | 5,185 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 21,158 | 18,135 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,466 | 2,373 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,191 | 1,097 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 7,226 | 6,980 |
Service equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 244 | $ 244 |
Property and Equipment (Sched_2
Property and Equipment (Schedule of Depreciation Expense Associated Income Statement Line Items) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Depreciation expense | $ 1,461 | $ 1,174 | $ 4,382 | $ 3,429 |
Cost of product sales [Member] | ||||
Depreciation expense | 682 | 489 | 2,015 | 1,422 |
Cost of services [Member] | ||||
Depreciation expense | 320 | 278 | 951 | 785 |
Selling, general and administrative expenses [Member] | ||||
Depreciation expense | $ 459 | $ 407 | $ 1,416 | $ 1,222 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangibles (Narrative) (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($)segment | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | |
Goodwill [Line Items] | ||||||||
Number of reporting units | segment | 2 | 3 | ||||||
Goodwill impairment charge | $ 7,937,000 | $ 154,003,000 | ||||||
Goodwill | $ 15,222,000 | $ 23,112,000 | 15,222,000 | $ 23,112,000 | $ 184,478,000 | |||
Amortization expense | 1,153,000 | $ 3,255,000 | 3,451,000 | $ 9,859,000 | ||||
Impairment loss of identifiable intangible assets | 0 | $ 73,500,000 | 0 | |||||
Tracer Diagnostic Services [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill impairment charge | $ 7,900,000 | |||||||
Goodwill | 0 | 0 | ||||||
Other Reporting Unit [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Goodwill impairment charge | $ 0 | $ 0 |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangibles (Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill and Identifiable Intangibles [Abstract] | ||
Goodwill gross beginning balance | $ 177,115 | $ 184,478 |
Goodwill gross, Purchase price allocation adjustments | 54 | |
Goodwill gross, Currency translation adjustment | 47 | (7,417) |
Goodwill gross ending balance | 177,162 | 177,115 |
Accumulated Impairment beginning balance | (154,003) | |
Accumulated impairment, Impairment | (7,937) | (154,003) |
Accumulated Impairment ending balance | (161,940) | (154,003) |
Goodwill net beginning balance | 23,112 | 184,478 |
Goodwill net, Purchase price allocation adjustment | 54 | |
Goodwill net, Impairment | (7,937) | (154,003) |
Goodwill net, Currency translation adjustment | 47 | (7,417) |
Goodwill net ending balance | $ 15,222 | $ 23,112 |
Goodwill and Identifiable Int_5
Goodwill and Identifiable Intangibles (Schedule of Identifiable Intangibles) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 52,674 | $ 52,053 |
Finite-lived intangible assets, Accumulated Amortization | (6,528) | (3,068) |
Finite-lived intangible assets, Net Balance | 46,146 | 48,985 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | 17,559 | 17,289 |
Finite-lived intangible assets, Accumulated Amortization | (1,933) | (516) |
Finite-lived intangible assets, Net Balance | $ 15,626 | $ 16,773 |
Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 8 years | 8 years |
Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 18 years | 18 years |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 1,600 | $ 1,600 |
Finite-lived intangible assets, Accumulated Amortization | (333) | (213) |
Finite-lived intangible assets, Net Balance | $ 1,267 | $ 1,387 |
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 | $ 28,634 | $ 28,544 |
Finite-lived intangible assets, Accumulated Amortization | (3,527) | (2,339) |
Finite-lived intangible assets, Net Balance | $ 25,107 | $ 26,205 |
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 | 5 years |
Finite-lived intangible assets, Gross Carrying Amount | $ 4,881 | $ 4,620 |
Finite-lived intangible assets, Accumulated Amortization | (735) | |
Finite-lived intangible assets, Net Balance | $ 4,146 | $ 4,620 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accrued Expenses [Abstract] | ||
Accrued payroll and bonus | $ 2,128 | $ 2,627 |
Property and franchise taxes accrual | 425 | 424 |
Accrued other miscellaneous liabilities | 641 | 1,033 |
Total accrued expenses | $ 3,194 | $ 4,084 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | May 01, 2019 | May 04, 2017 | Feb. 27, 2017 | Sep. 30, 2018 | Feb. 28, 2017 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Feb. 16, 2018 | Aug. 31, 2017 |
Debt Instrument [Line Items] | |||||||||||
Amortization expense of deferred financing charges | $ 236,000 | $ 251,000 | |||||||||
Fair Value, Inputs, Level 2 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, fair value | $ 15,800,000 | 15,800,000 | $ 25,300,000 | ||||||||
Prior Senior Secured Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest expense and commitment fees | 500,000 | 900,000 | |||||||||
Debt issuance cost | $ 1,000,000 | ||||||||||
Unamortized deferred costs | 300,000 | 300,000 | |||||||||
Prior Senior Secured Credit Facility [Member] | Revolving Credit U.S. Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 25,000,000 | ||||||||||
Prior Senior Secured Credit Facility [Member] | Revolving Credit Canadian Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 25,000,000 | ||||||||||
Prior Senior Secured Credit Facility [Member] | Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 5,000,000 | ||||||||||
Prior Senior Secured Credit Facility [Member] | Swingline Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 5,000,000 | ||||||||||
Prior Senior Secured Credit Facility [Member] | Minimum [Member] | US And Canadian Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable interest rate | 2.25% | ||||||||||
Prior Senior Secured Credit Facility [Member] | Minimum [Member] | Eurocurrency Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable interest rate | 3.25% | ||||||||||
Prior Senior Secured Credit Facility [Member] | Maximum [Member] | US And Canadian Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable interest rate | 3.00% | ||||||||||
Prior Senior Secured Credit Facility [Member] | Maximum [Member] | Eurocurrency Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable interest rate | 4.00% | ||||||||||
New Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest expense and commitment fees | 300,000 | 500,000 | |||||||||
Debt issuance cost | $ 900,000 | ||||||||||
Unamortized deferred costs | 300,000 | ||||||||||
Amortization expense of deferred financing charges | 100,000 | 100,000 | |||||||||
New Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | Revolving Credit U.S. Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 50,000,000 | ||||||||||
Line of credit outstanding | 13,000,000 | 13,000,000 | |||||||||
New Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | Revolving Credit Canadian Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 25,000,000 | ||||||||||
Line of credit outstanding | 0 | 0 | |||||||||
New Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 5,000,000 | ||||||||||
New Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | Swingline Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 5,000,000 | ||||||||||
New Senior Secured Credit Facility [Member] | Minimum [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] | Wells Fargo Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Asset coverage ratio | 1.00% | ||||||||||
New Senior Secured Credit Facility [Member] | Minimum [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] | Wells Fargo Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Asset coverage ratio | 1.00% | ||||||||||
New Senior Secured Credit Facility [Member] | Maximum [Member] | Commencing on Quarter Ending June 30, 2019 through Last Day of Each Fiscal Quarter [Member] | Wells Fargo Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Leverage ratio | 2.50% | ||||||||||
Interest coverage ratio | 2.75% | ||||||||||
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 | 0 | 0 | ||||||||
Promissory Note [Member] | Repeat Precision [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable interest rate | 1.00% | ||||||||||
Equipment Notes [Member] | Repeat Precision [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 800,000 | ||||||||||
Equipment Notes [Member] | Repeat Precision [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
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 | 0 | $ 0 | 400,000 | ||||||||
Debt maturity date | Feb. 27, 2021 | ||||||||||
Equipment Notes [Member] | Repeat Precision [Member] | September 2018 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maximum borrowing capacity | $ 3,800,000 | $ 3,800,000 | |||||||||
Long-term debt, gross | $ 0 | $ 0 | 2,000,000 | ||||||||
Debt maturity date | Jun. 7, 2023 | ||||||||||
Equipment Notes [Member] | Repeat Precision [Member] | September 2018 Note [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable interest rate | 1.00% | ||||||||||
Amended And Restated Credit Agreement [Member] | New Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument stated interest rate | 5.125% | 5.125% | |||||||||
Amendment [Member] | Prior Senior Secured Credit Facility [Member] | Revolving Credit U.S. Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 50,000,000 | ||||||||||
Line of credit outstanding | 20,000,000 | ||||||||||
Amendment [Member] | Prior Senior Secured Credit Facility [Member] | Revolving Credit Canadian Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit outstanding | $ 0 |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Debt and finance leases | $ 16,302 | $ 25,691 |
Less: current portion | (1,609) | (2,236) |
Long-term debt | 14,693 | 23,455 |
Prior Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 20,000 | |
New Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 13,000 | |
Equipment Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,412 | |
Finance Leases [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 3,302 | $ 3,279 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) $ in Millions | Sep. 30, 2019USD ($) |
Additional operating leases not yet commenced | $ 8.6 |
Maximum [Member] | |
Operating lease renewal terms | 10 years |
Minimum [Member] | |
Operating lease renewal terms | 5 years |
Leases (Supplemental Balance Sh
Leases (Supplemental Balance Sheet Information Related to Leases) (Details) $ in Thousands | Sep. 30, 2019USD ($) | |
Operating lease right-of-use assets | $ 5,507 | |
Finance lease right-of-use assets | 3,810 | [1] |
Total leased right-of-use assets | 9,317 | |
Liabilities Current | ||
Operating lease liabilities | 2,217 | |
Finance lease liabilities | 1,609 | |
Liabilities Noncurrent | ||
Operating lease liabilities | 3,448 | |
Finance lease liabilities | 1,693 | |
Total lease liabilities | 8,967 | |
Finance Lease Right-of-Use Assets [Member] | ||
Liabilities Noncurrent | ||
Accumulated amortization | $ 2,200 | |
[1] | Finance lease right-of-use assets are recorded net of accumulated amortization of $2.2 million as of September 30, 2019. |
Leases (Components of Lease Exp
Leases (Components of Lease Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 764 | $ 2,140 |
Finance lease cost | ||
Amortization of right-of-use assets | 365 | 1,055 |
Interest on lease liabilities | 63 | 196 |
Short-term lease cost | 221 | 646 |
Total lease cost | $ 1,413 | $ 4,037 |
Leases (Maturities of Lease Lia
Leases (Maturities of Lease Liabilities) (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Operating Leases | |
2019 (excluding the nine months ended June 30, 2019) | $ 783 |
2020 | 2,220 |
2021 | 1,584 |
2022 | 781 |
2023 | 267 |
Thereafter | 590 |
Total lease payments | 6,225 |
Less: interest | 560 |
Present value of lease liabilities | 5,665 |
Finance Leases | |
2019 (excluding the nine months ended June30, 2019) | 575 |
2020 | 1,538 |
2021 | 1,041 |
2022 | 449 |
Total lease payments | 3,603 |
Less: interest | 301 |
Present value of lease liabilities | $ 3,302 |
Leases (Lease Term and Discount
Leases (Lease Term and Discount Rate) (Details) | Sep. 30, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term (years): Operating leases | 3 years 4 months 24 days |
Weighted-average remaining lease term (years): Finance leases | 1 year 7 months 6 days |
Weighted-average discount rate: Operating leases | 5.90% |
Weighted-average discount rate: Finance leases | 5.50% |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow and Other Information Related to Leases) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases | $ 2,492 |
Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from finance leases | 196 |
Cash paid for amounts included in measurement of lease liabilities: Financing cash flows from finance leases | 1,304 |
Right-of-use assets obtained in exchange for new lease liabilities: Operating leases | 336 |
Right-of-use assets obtained in exchange for new lease liabilities: Finance leases | $ 1,371 |
Leases (Scheduel of Future Annu
Leases (Scheduel of Future Annual Commitments Under ASC 840) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases | |
2019 | $ 2,867 |
2020 | 1,276 |
2021 | 757 |
2022 | 434 |
2023 | 292 |
Thereafter | 398 |
Total lease payments | 6,024 |
Present value of lease liabilities | 6,024 |
Finance Leases | |
2019 | 1,768 |
2020 | 973 |
2021 | 686 |
2022 | 198 |
Total lease payments | 3,625 |
Less: interest | 346 |
Present value of lease liabilities | $ 3,279 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Allocated share-based compensation expense | $ 2.9 | $ 2.9 | $ 9.4 | $ 8.2 | |
Restricted Stock Units (RSUs) [Member] | |||||
Share-based compensation shares granted | 1,030,216 | ||||
Weighted average grant date fair value | $ 5.28 | ||||
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 | ||||
Restricted Stock Units (RSUs) [Member] | Vest on One Year Anniversary [Member] | |||||
Share-based compensation shares granted | 842,236 | ||||
Restricted Stock Units (RSUs) [Member] | Vest on One Year Anniversary [Member] | Non-Employee Board Of Directors [Member] | |||||
Share-based compensation shares granted | 187,980 | ||||
Equivalent Stock Units (ESUs) [Member] | |||||
Share-based compensation shares granted | 625,488 | ||||
Weighted average grant date fair value | $ 5.51 | ||||
Share-based compensation vesting period | 3 years | ||||
Performance Stock Unit Awards (PSUs) [Member] | |||||
Share-based compensation shares granted | 377,334 | ||||
Weighted average grant date fair value | $ 6.50 | ||||
Share-based compensation award vesting period | 3 years | ||||
Performance Stock Unit Awards (PSUs) [Member] | Minimum [Member] | |||||
Number of common stock shares issued for each PSU | 0 | ||||
Performance Stock Unit Awards (PSUs) [Member] | Maximum [Member] | |||||
Number of common stock shares issued for each PSU | 2 | ||||
Performance Stock Unit Awards (PSUs) [Member] | 50th percentile relative TSR [Member] | |||||
Percentage of vesting of share-based compensation awards | 65.00% | ||||
Performance Stock Unit Awards (PSUs) [Member] | 90th percentile relative TSR [Member] | |||||
Percentage of vesting of share-based compensation awards | 200.00% | ||||
Employee Stock Purchase Plan (ESPP) [Member] | |||||
Shares of common stock issued in connection with settlement of purchase of shares | 115,192 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Abstract] | ||||||
Income tax (before) expense | $ (1,396,000) | $ 3,211,000 | $ 10,200,000 | $ 3,137,000 | ||
Effective tax rate | 29.30% | 15.70% | ||||
Additional income tax expense resulted from adjustments | $ (6,900,000) | 11,700,000 | ||||
Tax expense (benefit) from exercise of stock option awards | (400,000) | $ 400,000 | ||||
Tax benefit as result of U.S. Tax Cuts and Jobs Act of 2017 | $ 500,000 | (2,100,000) | ||||
Statutory corporate tax rate | 21.00% | 35.00% | ||||
Income tax interest and penalties | $ 42,000 | $ 58,000 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (Reconciliation of Numerator and Denominator for Calculating Earnings (loss) Per Share from Net Income (loss)) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator—Basic | ||||||||
Net income (loss) | $ 6,609 | $ (19,568) | $ (9,878) | $ 7,766 | $ (2,818) | $ 11,865 | $ (22,837) | $ 16,813 |
Less: income attributable to participating shares | 223 | 510 | ||||||
Less: income attributable to non-controlling interest | 2,988 | 1,443 | 7,809 | 3,565 | ||||
Net income (loss) attributable to NCS Multistage Holdings, Inc.—Basic | 3,621 | 6,100 | (30,646) | 12,738 | ||||
Numerator—Diluted | ||||||||
Net income (loss) | 6,609 | $ (19,568) | $ (9,878) | 7,766 | $ (2,818) | $ 11,865 | (22,837) | 16,813 |
Less: income attributable to non-controlling interest | 2,988 | 1,443 | 7,809 | 3,565 | ||||
Net income (loss) attributable to NCS Multistage Holdings, Inc.—Diluted | $ 3,621 | $ 6,323 | $ (30,646) | $ 13,248 | ||||
Denominator | ||||||||
Basic weighted average number of shares (in shares) | 46,892,000 | 44,943,000 | 46,552,000 | 44,660,000 | ||||
Exchangeable shares for common stock (in shares) | 1,327,000 | 1,398,000 | ||||||
Dilutive effect of stock options, RSUs, PSUs and ESPP | 29,000 | 1,134,000 | 1,196,000 | |||||
Diluted weighted average number of shares (in shares) | 46,921,000 | 47,404,000 | 46,552,000 | 47,254,000 | ||||
Earnings (loss) per common share | ||||||||
Basic (in dollars per share) | $ 0.08 | $ 0.14 | $ (0.66) | $ 0.29 | ||||
Diluted (in dollars per share) | $ 0.08 | $ 0.13 | $ (0.66) | $ 0.28 | ||||
Potentially dilutive securities excluded as anti-dilutive | 4,184,000 | 54,000 | 4,357,000 | 187,000 |
Segment and Geographic Inform_2
Segment and Geographic Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2019segment | |
Segment and Geographic Information [Abstract] | |
Number of reportable segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Subsequent Events [Line Items] | |||
Provision for doubtful accounts | $ 846 | $ 311 | |
Subsequent Event [Member] | |||
Subsequent Events [Line Items] | |||
Provision for doubtful accounts | $ 1,800 |