Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 001-38071 | |
Entity Registrant Name | NCS Multistage Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-1527455 | |
Entity Address, Address Line One | 19350 State Highway 249 | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77070 | |
City Area Code | 281 | |
Local Phone Number | 453-2222 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | NCSM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001692427 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 2,380,353 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 13,899 | $ 15,545 |
Accounts receivable—trade, net | 17,808 | 21,925 |
Inventories, net | 35,040 | 34,871 |
Prepaid expenses and other current assets | 3,555 | 2,975 |
Other current receivables | 7,290 | 8,358 |
Total current assets | 77,592 | 83,674 |
Noncurrent assets | ||
Property and equipment, net | 24,164 | 24,435 |
Goodwill | 15,222 | 15,222 |
Identifiable intangibles, net | 6,079 | 6,413 |
Operating lease assets | 5,536 | 5,170 |
Deposits and other assets | 3,421 | 3,559 |
Deferred income taxes, net | 280 | 205 |
Total noncurrent assets | 54,702 | 55,004 |
Total assets | 132,294 | 138,678 |
Current liabilities | ||
Accounts payable—trade | 6,008 | 4,943 |
Accrued expenses | 4,058 | 3,347 |
Income taxes payable | 537 | 653 |
Operating lease liabilities | 1,907 | 1,826 |
Current maturities of long-term debt | 1,447 | 1,347 |
Other current liabilities | 1,960 | 2,768 |
Total current liabilities | 15,917 | 14,884 |
Noncurrent liabilities | ||
Long-term debt, less current maturities | 4,576 | 4,442 |
Operating lease liabilities, long-term | 4,223 | 3,989 |
Other long-term liabilities | 1,944 | 1,864 |
Deferred income taxes, net | 52 | 13 |
Total noncurrent liabilities | 10,795 | 10,308 |
Total liabilities | 26,712 | 25,192 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2021 and December 31, 2020 | ||
Common stock, $0.01 par value, 11,250,000 shares authorized, 2,397,735 shares issued and 2,380,353 shares outstanding at June 30, 2021 and 2,371,992 shares issued and 2,359,918 shares outstanding at December 31, 2020 | 24 | 24 |
Additional paid-in capital | 435,022 | 432,801 |
Accumulated other comprehensive loss | (80,957) | (81,780) |
Retained deficit | (265,820) | (256,628) |
Treasury stock, at cost; 17,382 shares at June 30, 2021 and 12,074 shares at December 31, 2020 | (1,006) | (809) |
Total stockholders’ equity | 87,263 | 93,608 |
Non-controlling interest | 18,319 | 19,878 |
Total equity | 105,582 | 113,486 |
Total liabilities and stockholders' equity | $ 132,294 | $ 138,678 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 11,250,000 | 11,250,000 |
Common stock, shares issued (in shares) | 2,397,735 | 2,371,992 |
Common stock, shares outstanding (in shares) | 2,380,353 | 2,359,918 |
Treasury stock, shares (in shares) | 17,382 | 12,074 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Revenues | |||||
Revenues | $ 21,461 | $ 8,732 | $ 49,975 | $ 63,282 | |
Cost of sales | |||||
Cost of product sales and services, exclusive of depreciation and amortization expense shown below | 13,927 | 6,393 | 32,205 | 37,007 | |
Selling, general and administrative expenses | 11,823 | 15,473 | 24,607 | 36,308 | |
Depreciation | 935 | 994 | 1,872 | 2,446 | |
Amortization | 167 | 104 | 334 | 1,237 | |
Impairment | 50,194 | ||||
Loss from operations | (5,391) | (14,232) | (9,043) | (63,910) | |
Other income (expense) | |||||
Interest expense, net | (198) | (424) | (366) | (746) | |
Other income, net | 529 | 8 | 870 | 166 | |
Foreign currency exchange gain (loss), net | 242 | (217) | 392 | (207) | |
Total other income (expense) | 573 | (633) | 896 | (787) | |
Loss before income tax | (4,818) | (14,865) | (8,147) | (64,697) | |
Income tax expense | 726 | (5,973) | 854 | (6,898) | |
Net loss | (5,544) | (8,892) | (9,001) | (57,799) | |
Net income (loss) attributable to non-controlling interest | 251 | (135) | 191 | 2,507 | |
Net loss attributable to NCS Multistage Holdings, Inc. | $ (5,795) | $ (8,757) | $ (9,192) | $ (60,306) | |
Loss per common share | |||||
Basic loss per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | [1] | $ (2.41) | $ (3.70) | $ (3.85) | $ (25.56) |
Diluted loss per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | [1] | $ (2.41) | $ (3.70) | $ (3.85) | $ (25.56) |
Weighted average common shares outstanding | |||||
Basic | [1] | 2,401 | 2,366 | 2,391 | 2,359 |
Diluted | [1] | 2,401 | 2,366 | 2,391 | 2,359 |
Product sales [Member] | |||||
Revenues | |||||
Revenues | $ 15,764 | $ 4,858 | $ 35,938 | $ 44,288 | |
Cost of sales | |||||
Cost of product sales and services, exclusive of depreciation and amortization expense shown below | 10,668 | 3,869 | 24,589 | 27,317 | |
Services [Member] | |||||
Revenues | |||||
Revenues | 5,697 | 3,874 | 14,037 | 18,994 | |
Cost of sales | |||||
Cost of product sales and services, exclusive of depreciation and amortization expense shown below | $ 3,259 | $ 2,524 | $ 7,616 | $ 9,690 | |
[1] | Amounts in 2020 have been retrospectively adjusted for the 1-for- 20 reverse stock split that was effective on December 1, 2020. |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Parentheticals) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||
Reverse stock split ratio | 0.05 | |
Reverse stock split, description | 1-for-20 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | ||||
Net loss | $ (5,544) | $ (8,892) | $ (9,001) | $ (57,799) |
Foreign currency translation adjustments, net of tax of $0 | 530 | 1,592 | 823 | (3,657) |
Comprehensive loss | (5,014) | (7,300) | (8,178) | (61,456) |
Less: Comprehensive income (loss) attributable to non-controlling interest | 251 | (135) | 191 | 2,507 |
Comprehensive loss attributable to NCS Multistage Holdings, Inc. | $ (5,265) | $ (7,165) | $ (8,369) | $ (63,963) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE 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, 2019 | $ 23 | [1] | $ 425,079 | [1] | $ (80,811) | $ (199,029) | $ (652) | $ 18,935 | $ 163,545 | ||
Beginning balance, shares at Dec. 31, 2019 | 2,345,289 | [1] | (4,633) | [1] | |||||||
Share-based compensation | 2,950 | [1] | 2,950 | ||||||||
Net (loss) income | (51,549) | 2,642 | (48,907) | ||||||||
Distribution to noncontrolling interest | (3,050) | (3,050) | |||||||||
Vesting of restricted stock | $ 1 | [1] | (1) | [1] | |||||||
Vesting of restricted stock, shares | 24,099 | [1] | |||||||||
Shares withheld | $ (151) | (151) | |||||||||
Shares withheld, shares | (6,892) | [1] | |||||||||
Currency translation adjustment | (5,249) | (5,249) | |||||||||
Ending balance at Mar. 31, 2020 | $ 24 | [1] | 428,028 | [1] | (86,060) | (250,578) | $ (803) | 18,527 | 109,138 | ||
Ending balance, shares at Mar. 31, 2020 | 2,369,388 | [1] | (11,525) | [1] | |||||||
Beginning balance at Dec. 31, 2019 | $ 23 | [1] | 425,079 | [1] | (80,811) | (199,029) | $ (652) | 18,935 | 163,545 | ||
Beginning balance, shares at Dec. 31, 2019 | 2,345,289 | [1] | (4,633) | [1] | |||||||
Net (loss) income | (57,799) | ||||||||||
Currency translation adjustment | (3,657) | ||||||||||
Ending balance at Jun. 30, 2020 | $ 24 | [1] | 429,750 | [1] | (84,468) | (259,335) | $ (805) | 18,392 | 103,558 | ||
Ending balance, shares at Jun. 30, 2020 | 2,370,729 | [1] | (11,749) | [1] | |||||||
Beginning balance at Mar. 31, 2020 | $ 24 | [1] | 428,028 | [1] | (86,060) | (250,578) | $ (803) | 18,527 | 109,138 | ||
Beginning balance, shares at Mar. 31, 2020 | 2,369,388 | [1] | (11,525) | [1] | |||||||
Share-based compensation | 1,722 | [1] | 1,722 | ||||||||
Net (loss) income | (8,757) | (135) | (8,892) | ||||||||
Exercise of stock options | |||||||||||
Exercise of stock options, shares | 675 | [1] | |||||||||
Vesting of restricted stock | |||||||||||
Vesting of restricted stock, shares | 666 | [1] | |||||||||
Shares withheld | $ (2) | (2) | |||||||||
Shares withheld, shares | (224) | [1] | |||||||||
Currency translation adjustment | 1,592 | 1,592 | |||||||||
Ending balance at Jun. 30, 2020 | $ 24 | [1] | 429,750 | [1] | (84,468) | (259,335) | $ (805) | 18,392 | 103,558 | ||
Ending balance, shares at Jun. 30, 2020 | 2,370,729 | [1] | (11,749) | [1] | |||||||
Beginning balance at Dec. 31, 2020 | $ 24 | 432,801 | (81,780) | (256,628) | $ (809) | 19,878 | 113,486 | ||||
Beginning balance, shares at Dec. 31, 2020 | 2,371,992 | (12,074) | |||||||||
Share-based compensation | 1,170 | 1,170 | |||||||||
Net (loss) income | (3,397) | (60) | (3,457) | ||||||||
Distribution to noncontrolling interest | (1,250) | (1,250) | |||||||||
Vesting of restricted stock | |||||||||||
Vesting of restricted stock, shares | 24,050 | ||||||||||
Shares withheld | $ (191) | (191) | |||||||||
Shares withheld, shares | (5,089) | ||||||||||
Currency translation adjustment | 293 | 293 | |||||||||
Ending balance at Mar. 31, 2021 | $ 24 | 433,971 | (81,487) | (260,025) | $ (1,000) | 18,568 | 110,051 | ||||
Ending balance, shares at Mar. 31, 2021 | 2,396,042 | (17,163) | |||||||||
Beginning balance at Dec. 31, 2020 | $ 24 | 432,801 | (81,780) | (256,628) | $ (809) | 19,878 | 113,486 | ||||
Beginning balance, shares at Dec. 31, 2020 | 2,371,992 | (12,074) | |||||||||
Net (loss) income | (9,001) | ||||||||||
Currency translation adjustment | 823 | ||||||||||
Ending balance at Jun. 30, 2021 | $ 24 | 435,022 | (80,957) | (265,820) | $ (1,006) | 18,319 | 105,582 | ||||
Ending balance, shares at Jun. 30, 2021 | 2,397,735 | (17,382) | |||||||||
Beginning balance at Mar. 31, 2021 | $ 24 | 433,971 | (81,487) | (260,025) | $ (1,000) | 18,568 | 110,051 | ||||
Beginning balance, shares at Mar. 31, 2021 | 2,396,042 | (17,163) | |||||||||
Share-based compensation | 1,051 | 1,051 | |||||||||
Net (loss) income | (5,795) | 251 | (5,544) | ||||||||
Distribution to noncontrolling interest | (500) | (500) | |||||||||
Vesting of restricted stock | |||||||||||
Vesting of restricted stock, shares | 1,693 | ||||||||||
Shares withheld | $ (6) | (6) | |||||||||
Shares withheld, shares | (219) | ||||||||||
Currency translation adjustment | 530 | 530 | |||||||||
Ending balance at Jun. 30, 2021 | $ 24 | $ 435,022 | $ (80,957) | $ (265,820) | $ (1,006) | $ 18,319 | $ 105,582 | ||||
Ending balance, shares at Jun. 30, 2021 | 2,397,735 | (17,382) | |||||||||
[1] | Amounts as of December 31, 2019 and in 2020 have been retrospectively adjusted for the 1-for- 20 reverse stock split that was effective on December 1, 2020. |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parentheticals) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY [Abstract] | ||
Reverse stock split ratio | 0.05 | |
Reverse stock split, description | 1-for-20 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (9,001) | $ (57,799) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 2,206 | 3,683 |
Impairment | 50,194 | |
Amortization of deferred loan costs | 141 | 149 |
Share-based compensation | 3,810 | 4,737 |
Provision for inventory obsolescence | 1,295 | 657 |
Deferred income tax benefit | (29) | (2,140) |
Gain on sale of property and equipment | (292) | (112) |
Provision for doubtful accounts | (73) | 622 |
Proceeds from note receivable | 126 | 299 |
Changes in operating assets and liabilities: | ||
Accounts receivable—trade | 4,425 | 28,819 |
Inventories, net | (1,119) | (432) |
Prepaid expenses and other assets | (307) | (2,700) |
Accounts payable—trade | 927 | (4,665) |
Accrued expenses | 685 | 596 |
Other liabilities | (2,112) | 1,065 |
Income taxes receivable/payable | 408 | (2,825) |
Net cash provided by operating activities | 1,090 | 20,148 |
Cash flows from investing activities | ||
Purchases of property and equipment | (238) | (687) |
Purchase and development of software and technology | (276) | |
Proceeds from sales of property and equipment | 198 | 66 |
Net cash used by investing activities | (316) | (621) |
Cash flows from financing activities | ||
Payments on equipment note and finance leases | (633) | (843) |
Line of credit borrowings | 360 | 5,000 |
Payments on revolver | (360) | |
Treasury shares withheld | (197) | (153) |
Distribution to noncontrolling interest | (1,750) | (3,050) |
Net cash (used in) provided by financing activities | (2,580) | 954 |
Effect of exchange rate changes on cash and cash equivalents | 160 | (465) |
Net change in cash and cash equivalents | (1,646) | 20,016 |
Cash and cash equivalents beginning of period | 15,545 | 11,243 |
Cash and cash equivalents end of period | 13,899 | 31,259 |
Noncash investing and financing activities | ||
Leased assets obtained in exchange for new finance lease liabilities | 1,108 | 4,560 |
Leased assets obtained in exchange for new operating lease liabilities | $ 1,190 | $ 2,573 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
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 it has 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 and Odessa, Texas; Tulsa, 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, issued by the Securities Exchange Commission (“SEC”) and have not been audited by our independent registered public accounting firm. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with our financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (“Annual Report”). As NCS has the controlling voting interest in Repeat Precision, LLC (“Repeat Precision”), the other party’s ownership is presented separately as a non-controlling interest. In the opinion of management, these condensed consolidated financial statements reflect all normal, recurring adjustments 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. Significant Accounting Policies Our significant accounting policies are detailed in "Note 2. Summary of Significant Accounting Policies" in our Annual Report. Recent Accounting Pronouncements Pronouncements Adopted in 2021 In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or other interest rates used globally that could be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We adopted ASU No. 2020-04 on January 1, 2021, with no material impact on our condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. For public entities, this guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We adopted ASU No. 2019-12 on a prospective basis on January 1, 2021, with no material impact on our condensed consolidated financial statements . Pronouncements Not Yet Effective In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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 was to become effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective dates for certain accounting guidance. The effective date for ASU No. 2016-13 remained the same for public business entities that are SEC filers, except for entities who are deemed smaller reporting companies (“SRC”). The effective date for all other entities, including SRCs, begins during the first interim period of fiscal years beginning after December 15, 2022. NCS qualifies as an SRC. We are currently evaluating the impact of the adoption of this guidance. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2021 | |
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 Six Months Ended June 30, June 30, 2021 2020 2021 2020 United States Product sales $ 7,142 $ 3,687 $ 13,438 $ 21,127 Services 2,086 917 3,613 4,445 Total United States 9,228 4,604 17,051 25,572 Canada Product sales 7,321 1,171 21,199 21,978 Services 1,873 329 8,230 8,888 Total Canada 9,194 1,500 29,429 30,866 Other Countries Product sales 1,301 — 1,301 1,183 Services 1,738 2,628 2,194 5,661 Total Other Countries 3,039 2,628 3,495 6,844 Total Product sales 15,764 4,858 35,938 44,288 Services 5,697 3,874 14,037 18,994 Total revenues $ 21,461 $ 8,732 $ 49,975 $ 63,282 Contract Balances If 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. The following table includes the current contract liabilities as of June 30, 2021 and December 31, 2020 (in thousands): Balance at December 31, 2020 $ 51 Additions 756 Revenue recognized ( 756 ) Balance at June 30, 2021 $ 51 We currently do not have any contract assets or non-current contract liabilities. Our contract liability as of June 30, 2021 and December 31, 2020 is included in current liabilities on our condensed consolidated balance sheets. Our performance obligations for our product and service revenues are satisfied before the customer’s payment; however, prepayments may occasionally be required. Revenue recognized from the contract liability balance was $ 0.2 million and $ 3 thousand for the three months ended June 30, 2021 and 2020, respectively, and $ 0.8 million and $ 8 thousand for the six months ended June 30, 2021 and 2020, respectively. Practical Expedient We do not disclose the value of unsatisfied performance obligations when the related contract has a duration of one year or less. 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, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2021 | |
Inventories, Net [Abstract] | |
Inventories, Net | Note 3. Inventories, net Inventories consist of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, 2021 2020 Raw materials $ 2,154 $ 1,752 Work in process 216 287 Finished goods 32,670 32,832 Total inventories, net $ 35,040 $ 34,871 |
Other Current Receivables
Other Current Receivables | 6 Months Ended |
Jun. 30, 2021 | |
Other Current Receivables [Abstract] | |
Other Current Receivables | Note 4. Other Current Receivables Other current receivables consist of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, 2021 2020 Current income tax receivables $ 5,733 $ 6,295 Employee receivables 573 544 Other receivables 984 1,519 Total other receivables, net $ 7,290 $ 8,358 Employee receivables relate primarily to amounts paid by us for foreign withholding tax paid on behalf of employees working on international assignments, which is expected to be reimbursed to us by the employees when refunded as foreign tax credits on home-country tax returns. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment Property and equipment by major asset class consist of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, 2021 2020 Land $ 1,743 $ 1,695 Building and improvements 8,834 8,511 Machinery and equipment 18,324 18,211 Computers and software 2,441 2,374 Furniture and fixtures 1,167 1,150 Vehicles 345 442 Right of use assets - finance leases 8,139 8,020 Service equipment 244 244 41,237 40,647 Less: Accumulated depreciation and amortization ( 17,441 ) ( 16,312 ) 23,796 24,335 Construction in progress 368 100 Property and equipment, net $ 24,164 $ 24,435 In May 2021, we renewed our laboratory lease in Tulsa, Oklahoma, which is now being treated as a finance lease. We recorded a long-term asset totaling $ 0.8 million and a corresponding lease liability. The lease has a five year term through May 2026. The following table presents the depreciation expense associated with the following income statement line items for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Cost of sales Cost of product sales $ 351 $ 374 $ 701 $ 1,083 Cost of services 175 270 372 560 Selling, general and administrative expenses 409 350 799 803 Total depreciation $ 935 $ 994 $ 1,872 $ 2,446 We evaluate our property and equipment for impairment whenever changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We determined there were no triggering events that indicated potential impairment of our property, plant and equipment for the three and six months ended June 30, 2021, and accordingly no impairment loss was recorded. During the first quarter of 2020, we performed an impairment analysis to assess the recoverability of the carrying values for our property and equipment because we determined that a triggering event had occurred. Evidence that led to a triggering event included the industry conditions, such as a reduction in global economic growth expectations, a significantly reduced demand for crude oil and refined products, the significant decline in commodity prices and the corresponding impact on future expectations of demand for our products and services primarily related to the Coronavirus disease 2019 (“ COVID-19”) pandemic as well as the resulting decline in the quoted price of our common stock . As a result of the analysis, we recorded an impairment charge of $ 9.7 million in our property and equipment, primarily related to our land, building and improvements and machinery and equipment, to the extent the carrying value exceeded the estimated fair value as of March 31, 2020. We did not identify any triggering events during the second quarter of 2020 that required further impairment testing. Therefore, we did no t record any impairment charges during the three months ended June 30, 2020. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangibles | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Goodwill and Identifiable Intangibles | Note 6. Goodwill and Identifiable Intangibles Changes in the carrying amount of goodwill are as follows (in thousands): June 30, December 31, 2021 2020 Gross value $ 177,162 $ 177,162 Accumulated impairment ( 161,940 ) ( 161,940 ) Net $ 15,222 $ 15,222 We perform our annual impairment analysis of goodwill as of December 31, or whenever there is a triggering event that indicates an impairment loss may have been incurred. As of June 30, 2021, we did not identify any triggering events that would indicate potential impairment of goodwill at Repeat Precision, our only reportable unit with goodwill which totaled $ 15.2 million. Therefore, no impairment has been recorded for the three and six months ended June 30, 2021. As of March 31, 2020, we performed a quantitative impairment analysis for goodwill utilizing a market participant perspective and determined that the fair value exceeded the carrying value of our reporting unit. During the second quarter of 2020, we did not identify any triggering events that indicated impairment of goodwill. Accordingly, there was no impairment charge recorded for goodwill for the three and six months ended June 30, 2020. Identifiable intangibles by major asset class consist of the following (in thousands) : June 30, 2021 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 216 ) $ 3,742 Customer relationships 10 4,100 ( 1,811 ) 2,289 Total amortizable intangible assets $ 8,058 $ ( 2,027 ) $ 6,031 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 2,027 ) $ 6,079 December 31, 2020 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 87 ) $ 3,871 Customer relationships 10 4,100 ( 1,606 ) 2,494 Total amortizable intangible assets $ 8,058 $ ( 1,693 ) $ 6,365 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 1,693 ) $ 6,413 Total amortization expense, which is associated with s elling, general and administrative expenses on the condensed consolidated statements of operations , was $ 0.2 million and $ 0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $ 0.3 million and $ 1.2 million for the six months ended June 30, 2021 and 2020, respectively . Identifiable intangibles are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. T here were no impairment charges recorded for our identifiable intangibles for the three and six months ended June 30, 2021. On March 31, 2020, we evaluated our intangible assets for impairment due to current industry conditions including a reduction in global economic growth expectations, a significantly reduced demand for crude oil and refined products, the significant decline in commodity prices and the corresponding impact on future expectations of demand for our products and services primarily related to the COVID-19 pandemic as well as the resulting decline in the quoted price of our common stock. As a result of the analysis, we determined that the carrying values of certain intangible assets were no longer recoverable, which resulted in an impairment charge of $ 11.9 million in the asset group that includes fracturing systems and well construction related to technology and internally-developed software and an impairment charge of $ 28.6 million in our tracer diagnostics asset group related to customer relationships, technology, internally-developed software and trademarks, each recorded on March 31, 2020. Following the impairment charges in the first quarter of 2020, we had no remaining identifiable intangible balances in the asset group that includes our fracturing systems and well construction or our tracer diagnostics asset group . There were no impairment charges recorded for our identifiable intangibles for the three months ended June 30, 2020. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 7. Accrued Expenses Accrued expenses consist of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, 2021 2020 Accrued payroll and bonus $ 2,726 $ 999 Property and franchise taxes accrual 402 505 Severance and other termination benefits (Note 10) — 730 Accrued other miscellaneous liabilities 930 1,113 Total accrued expenses $ 4,058 $ 3,347 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt [Abstract] | |
Debt | Note 8. Debt Our long-term debt consists of the following as of June 30, 2021 and December 31, 2020 (in thousands): June 30, December 31, 2021 2020 Senior Secured Credit Facility $ — $ — Promissory notes — — Finance leases 6,023 5,789 Total debt 6,023 5,789 Less: current portion ( 1,447 ) ( 1,347 ) Long-term debt $ 4,576 $ 4,442 The estimated fair value of total debt as of June 30, 2021 and December 31, 2020 was $ 5.7 million and $ 5.6 million, respectively. The fair value for the finance leases was estimated using Level 2 inputs by calculating the sum of the discounted future interest and principal payments at our incremental borrowing rate through the date of maturity. Below is a description of our credit agreement and other financing arrangements. Senior Secured Credit Facility On May 1, 2019, we entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) with Pioneer Investment, Inc., as U.S. borrower (the “U.S. Borrower”), NCS Multistage Inc., as Canadian borrower (the “Canadian Borrower”; together with the U.S. Borrower, the “Borrowers”), Pioneer Intermediate, Inc. (together with the Company, the “Parent Guarantors”), the lenders party thereto, Wells Fargo Bank, National Association as administrative agent (the “U.S. Agent”) in respect of the U.S. facility provided therein and Wells Fargo Bank, National Association, Canadian Branch, as administrative agent (the “Canadian Agent”) in respect of the Canadian Facility provided therein. The 2019 Credit Agreement amended and restated our prior credit agreement in its entirety. On August 6, 2020, we entered into Amendment No. 1 to the Second Amended and Restated Credit Agreement (the “Amendment”; the 2019 Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”) with the Borrowers, Pioneer Intermediate, Inc., certain subsidiaries of the Borrowers, the lenders party thereto, the U.S. Agent and the Canadian Agent. The facility provided pursuant to the Amended Credit Agreement is referred to herein as the “Senior Secured Credit Facility”. The Senior Secured Credit Facility consists of a senior secured revolving credit facility in an aggregate principal amount of $ 25.0 million made available to the U.S. Borrower, of which up to $ 2.5 million may be made available for letters of credit and up to $ 2.5 million may be made available for swingline loans. The Canadian Borrower may make borrowings under the Senior Secured Credit Facility , subject to a $ 15.0 million sublimit. Total borrowings available to the Borrowers under the Senior Secured Credit Facility may be limited subject to a borrowing base calculated on eligible receivables, which does not include receivables at Repeat Precision. Our borrowing base under the Senior Secured Credit Facility as of June 30, 2021 was $ 10.2 million. The Senior Secured Credit Facility will mature on May 1, 2023 . As of June 30, 2021 and December 31, 2020, we had no outstanding indebtedness under the Senior Secured Credit Facility other than letter of credit commitments of less than $ 0.1 million. Borrowings under the Senior Secured Credit 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 Amended Credit Agreement). Such advances bear interest at the Adjusted Base Rate or at the Eurocurrency Rate (each as defined in the Amended Credit Agreement) plus an applicable interest margin between 2.75 % and 3.75 %, depending on our leverage ratio . The applicable interest rate at June 30, 2021 was 4.5 %. We incurred interest expense related to the Senior Secured Credit Facility, including commitment fees, of $ 0.1 million and $ 0.3 million for the three months ended June 30, 2021 and 2020, respectively, and $ 0.1 million and $ 0.5 million for the six months ended June 30, 2021 and 2020, respectively. The obligations of the Borrowers under the Senior Secured Credit Facility are guaranteed by the Parent Guarantors, as well as each of the other existing and future direct and indirect restricted subsidiaries of NCS 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 Borrowers and such other subsidiary guarantors, in each case, subject to certain exceptions and permitted liens. The Amended Credit Agreement requires us to (i) maintain liquidity (defined as availability under the Senior Secured Credit Facility plus certain cash deposits) of at least $ 7.5 million as of the date of each borrowing base certificate due to be delivered either monthly (if availability is greater than or equal to 12 %) or weekly (if availability is less than 12 %) thereunder, (ii) maintain, for quarters during which availability is less than 20 % of the borrowing base, a fixed charge coverage ratio of at least 1.0 to 1.0 and (iii) on the last business day of each week, prepay advances to the extent that available cash exceeds $ 12.0 million. As of June 30, 2021, we were in compliance with these financial covenants. The Amended 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 Amended Credit Agreement includes customary events of default for facilities of this type (with customary materiality thresholds and grace periods, as applicable). If an event of default occurs, the lenders party to the Amended Credit Agreement 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 party to the Amended Credit Agreement also have the right upon an event of default thereunder to terminate any commitments to provide further borrowings and to proceed against the collateral securing the Senior Secured Credit Facility. We believe that our cash on hand, cash flows from operations and potential borrowings under our Senior Secured Credit Facility will be sufficient to fund our capital expenditure and liquidity requirements for the next twelve months. However, if the depressed market conditions, including reduced demand for oil, lower customer spending and the resulting low level of demand for our products and services, continue or worsen, it will have a material negative impact on our financial performance. We can make no assurances that the current actions taken by us will provide us with adequate future liquidity if the current economic environment worsens. We capitalized direct costs of $ 1.2 million in connection with the Senior Secured Credit Facility and prior amendment, which were being amortized over the term of the Senior Secured Credit Facility using the straight-line method. The Amendment reduced the overall potential capacity under the Amended Credit Agreement from $ 75.0 million to $ 25.0 million. Therefore, we expensed $ 0.6 million of deferred loan costs during the third quarter of 2020, which was commensurate with the reduction in potential capacity. We capitalized new deferred loan costs associated with the Amendment totaling $ 0.6 million, which is being amortized over the remaining term of the facility. Amortization expense of the deferred financing charges of $ 0.1 million was included in interest expense, net for each of the three and six months ended June 30, 2021 and 2020, respectively. Promissory Notes On February 27, 2017, Repeat Precision entered into a promissory note with Security State Bank & Trust, Fredericksburg. The note bears interest at a variable interest rate based on prime plus 1.00 %. The promissory note is collateralized by certain equipment, inventory and receivables. The promissory note was renewed on February 16, 2018 for an aggregate borrowing capacity of $ 4.3 million and continues to be renewed on an annual basis. The note is currently s cheduled to mature on February 12, 2022. Total borrowings may be limited subject to a borrowing base calculation which includes a portion of Repeat Precision’s eligible receivables, inventory and equipment. As of June 30, 2021 and December 31, 2020, Repeat Precision had no outstanding indebtedness under the promissory note. On April 30, 2020, Repeat Precision entered into a promissory note with Security State Bank & Trust, Fredericksburg, for an aggregate borrowing capacity of $ 5.0 million. The note bore interest at a variable interest rate based on prime plus 1.00 %. The promissory note was collateralized by certain equipment and inventory. Total borrowings were potentially limited subject to a borrowing base calculation which included a portion of Repeat Precision’s eligible receivables, inventory and equipment. As of December 31, 2020, Repeat Precision had no outstanding indebtedness under the promissory note. The note matured on April 30, 2021 and no payment was due. Finance Leases Finance leases include a building in Odessa, Texas and a laboratory in Tulsa, Oklahoma. We also maintain a vehicle leasing arrangement with a fleet management company through which we lease light vehicles and trucks that meet the finance lease criteria. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
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. The patent infringement litigation against Kobold and their counterclaim is currently scheduled for trial beginning January 10, 2022. On April 8, 2020, we filed a lawsuit alleging infringement of U.S. Patent No. 10,465,445 (the “‘445 Patent”) against Nine Energy Service, Inc. (“Nine”) in the Western District of Texas, Waco Division (“Waco District Court”). On July 9, 2020, we filed a lawsuit against TCO AS (“TCO”) also alleging infringement of the ‘445 Patent. The claim construction hearings for the Nine and TCO lawsuits were heard in the Waco District Court on January 14, 2021 and June 4, 2021, respectively. On February 18, 2021 and March 24, 2021, respectively, the Patent Trial and Appeal Board decided to not institute a trial with regards to TCO’s request for a ‘445 Patent post-grant review and Nine’s request for a ‘445 Patent inter partes review. The litigation against Nine and TCO is currently scheduled for trial beginning January 18, 2022 and March 6, 2022, respectively. On February 12, 2021, Nine filed a lawsuit against us alleging infringement of their U.S. Patent No. 10,871,053 in the Waco District Court and Nine voluntarily dismissed this claim without prejudice on April 16, 2021. All of these lawsuits seek unspecified monetary damages and injunctive relief. 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. Patent Infringement Settlement As further disclosed in our Annual Report, we recorded a $ 25.7 million gain on a patent infringement settlement in our consolidated financial statements in the fourth quarter of 2020 related to litigation with Diamondback Industries, Inc. (“Diamondback”). During the six months ended June 30, 2021, we have received less than $ 0.1 million of preference claims related to this patent infringement settlement which are included as other income, net in the accompanying condensed consolidated statements of operations. In April 2020, we received $ 1.1 million of proceeds from our directors’ and officers’ liability insurance related to the reimbursement of legal expenses that we incurred to defend a director and officer in the Diamondback litigation. The legal fees incurred exceeded the amount of the insurance proceeds as of June 30, 2020, both of which were recorded in the condensed consolidated statements of operations under general and administrative expenses for the three and six months ended June 30, 2020. These legal fees and insurance proceeds were components of the overall gain on patent infringement settlement recorded during the fourth quarter of 2020. Employee Retention Credit The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in 2020 in response to the COVID-19 pandemic provided certain employee retention tax credits for qualified employers who continued to employ personnel despite government-mandated shutdowns or work stoppages, and for which the employer suffered year-over-year revenue declines of at least 50%. On December 27, 2020, the Taxpayer Certainty and Disaster Tax Relief Act of 2020 was enacted, which modified and expanded eligibility for the employee retention credit (“ERC”), among other provisions. This new law refined the definition of small business employers to those who had fewer than 500 employees during 2019, and provided that such small business employers were eligible for a credit if year-over-year revenue (using 2019 as a base year compared to 2021) declined by more than 20%. Under the new law, qualified employers could claim a refundable tax credit up to 70% of $10 thousand in eligible wages per U.S. employee, or a maximum benefit of $7 thousand per employee per quarter, for the first and second quarters of 2021. This credit would reduce the employer’s portion of social security tax. On March 11, 2021, the American Rescue Plan Act of 2021 was enacted, which extended the ERC under the same terms for the third and fourth quarters of 2021. We have evaluated our eligibility for the ERC and determined that we are eligible for the refundable tax credits for the first and second quarters of 2021, which aggregate to approximately $ 1.7 million. We are in the process of amending our payroll tax filings to apply the credit and will request a refund from the Internal Revenue Service for the amount by which the credit exceeds our required employer social security tax remittances for these periods. Further, we believe our 50 % owned joint venture, Repeat Precision, is eligible for a refundable tax credit under the ERC for the first and second quarters of 2021, which aggregate to approximately $ 0.3 million. We expect to record these benefits as a reduction of payroll expense during the third quarter of 2021. In addition, we continue to evaluate any potential benefit under the provisions of the CARES Act related to 2020, given the subsequent tax law changes. Our eligibility for the ERC for the third and fourth quarters of 2021 for us and Repeat Precision, is dependent upon qualifying revenue declines as compared to 2019. Operating Leases In May 2021, we renewed operating leases for our office and manufacturing facilities in Tulsa, Oklahoma. We recorded long-term right-of-use assets totaling approximately $ 1.1 million and corresponding operating lease liabilities. The leases have five year terms extending through May 2026. |
Severance and Other Termination
Severance and Other Termination Benefits | 6 Months Ended |
Jun. 30, 2021 | |
Severance and Other Termination Benefits [Abstract] | |
Severance and Other Termination Benefits | Note 10. Severance and Other Termination Benefits During 2020, we implemented various workforce reductions resulting in the termination of approximately 190 employees, temporary furloughs for certain employees and lower compensation levels for executives and employees not participating in furloughs in response to the decrease in crude oil pricing, customer capital spending plans and activity as a result of the decline in market conditions primarily related to the COVID-19 pandemic and reduced demand for oil . In connection with these reductions in workforce and executive departures, we incurred a cumulative $ 5.7 million in one-time severance costs, of which $ 3.5 million and $ 4.8 million were recorded in the condensed consolidated statement of operations under general and administrative expenses for the three and six months ended June 30, 2020. We did not incur any significant severance or termination benefits during the three and six months ended June 30, 2021. Below is a reconciliation of the beginning and ending liability balance (in thousands): Beginning balance, December 31, 2020 $ 730 Severance payments ( 730 ) Ending balance, June 30, 2021 $ — We paid our obligations pursuant to this severance and other termination benefits liability as of April 2021. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 11. Share- Based Compensation During the six months ended June 30, 2021, we granted 67,839 equity-classified restricted stock units (“RSUs”) with a weighted average grant date fair value of $ 38.50 . We account for RSUs granted to employees at fair value on the date of grant, which we measure as the closing price of our common stock on the date of grant, and we recognize the compensation expense in the financial statements over the requisite service period. The RSUs granted to our employees generally vest over a period of three equal annual installments beginning on the anniversary of the date of grant. The RSUs granted to the members of our Board will vest on the one year anniversary of the grant date and will 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 six months ended June 30, 2021, we granted 50,864 equivalent stock units, or cash-settled, liability-classified RSUs (“ESUs”), with a weighted average grant date fair value of $ 37.59 . When the ESUs are originally granted to employees, they are valued at fair value, which we measure as the closing price of our common stock on the date of grant. As the ESUs will be settled in cash, we record a liability, which is remeasured each reporting period at fair value based upon the closing price of our common stock until the awards are settled. The ESUs will vest and settle ratably in three equal annual installments beginning on the anniversary of the date of grant. The cash settled for any ESU will not exceed the maximum payout established by our Compensation, Nominating and Governance Committee. In addition, during the six months ended June 30, 2021, we granted 17,004 performance stock unit awards (“PSUs”), which have a performance period from January 1, 2021 to December 31, 2023. The PSUs grant date fair value of $ 66.14 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 a 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 2024. The threshold performance level (25th percentile relative TSR) starts to earn PSUs, the mid-point performance level (50th percentile relative TSR) earns 100 % of the target PSUs and the maximum performance level (90th percentile relative TSR) or greater earns 200 % of the target PSUs. Total share-based compensation expense for all awards was $ 1.6 million and $ 1.9 million for the three months ended June 30, 2021 and 2020, respectively, and $ 3.8 million and $ 4.7 million for the six months ended June 30, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | Note 12. Income Taxes The computation of the annual estimated 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 estimated effective tax rate includes applicable modifications, which were projected for the year, such as certain book expenses not deductible for tax, tax credits and foreign deemed dividends. Our effective tax rate (“ETR”) from continuing operations was ( 15.1 )% and ( 10.5 )% for the three and six months ended June 30, 2021, respectively, and 40.2 % and 10.7 % for the three and six months ended June 30, 2020, respectively. The following items caused the quarterly or year-to-date ETR to be significantly different from the applicable statutory tax rate: During the three and six months ended June 30, 2021, we recorded an income tax expense of approximately $ 1.2 million and $ 1.9 million, respectively, for an increase in valuation allowance on deferred tax assets not expected to be realized, which reduced the ETR by 24.2 % and 23.5 %, respectively. During the three and six months ended June 30, 2020, we recorded an income tax benefit of approximately $ 1.1 million and an expense of approximately $ 10.8 million, respectively, for changes in valuation allowance on deferred tax assets not expected to be realized, which increased the ETR by 7.4 % and reduced the ETR by 16.7 %, respectively. |
Loss Per Common Share
Loss Per Common Share | 6 Months Ended |
Jun. 30, 2021 | |
Loss Per Common Share [Abstract] | |
Loss Per Common Share | Note 13. Loss Per Common Share The following table presents the reconciliation of the numerator and denominator for calculating loss per common share from net loss ( in thousands, except per share data) : Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Numerator Net loss $ ( 5,544 ) $ ( 8,892 ) $ ( 9,001 ) $ ( 57,799 ) Less: income (loss) attributable to non-controlling interest 251 ( 135 ) 191 2,507 Net loss attributable to NCS Multistage Holdings, Inc. $ ( 5,795 ) $ ( 8,757 ) $ ( 9,192 ) $ ( 60,306 ) Denominator Basic weighted average number of shares (1) 2,401 2,366 2,391 2,359 Dilutive effect of stock options, RSUs and PSUs — — — — Diluted weighted average number of shares (1) 2,401 2,366 2,391 2,359 Loss per common share Basic (1) $ ( 2.41 ) $ ( 3.70 ) $ ( 3.85 ) $ ( 25.56 ) Diluted (1) $ ( 2.41 ) $ ( 3.70 ) $ ( 3.85 ) $ ( 25.56 ) Potentially dilutive securities excluded as anti-dilutive (1) 266 241 250 230 _______________ (1) Amounts in 2020 have been retrospectively adjusted for the 1-for- 20 reverse stock split that was effective on December 1, 2020. |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment and Geographic Information [Abstract] | |
Segment and Geographic Information | Note 14. Segment and Geographic Information We have determined that we operate in one reportable segment that has been identified based on how our chief operating decision maker manages our business. See “Note 2. Revenues” for our disaggregated revenue by geographic area. |
Basis of Presentation (Policy)
Basis of Presentation (Policy) | 6 Months Ended |
Jun. 30, 2021 | |
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 it has 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 and Odessa, Texas; Tulsa, 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, issued by the Securities Exchange Commission (“SEC”) and have not been audited by our independent registered public accounting firm. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with our financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (“Annual Report”). As NCS has the controlling voting interest in Repeat Precision, LLC (“Repeat Precision”), the other party’s ownership is presented separately as a non-controlling interest. In the opinion of management, these condensed consolidated financial statements reflect all normal, recurring adjustments 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. |
Significant Accounting Policies | Significant Accounting Policies Our significant accounting policies are detailed in "Note 2. Summary of Significant Accounting Policies" in our Annual Report. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Pronouncements Adopted in 2021 In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or other interest rates used globally that could be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We adopted ASU No. 2020-04 on January 1, 2021, with no material impact on our condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. For public entities, this guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We adopted ASU No. 2019-12 on a prospective basis on January 1, 2021, with no material impact on our condensed consolidated financial statements . Pronouncements Not Yet Effective In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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 was to become effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective dates for certain accounting guidance. The effective date for ASU No. 2016-13 remained the same for public business entities that are SEC filers, except for entities who are deemed smaller reporting companies (“SRC”). The effective date for all other entities, including SRCs, begins during the first interim period of fiscal years beginning after December 15, 2022. NCS qualifies as an SRC. We are currently evaluating the impact of the adoption of this guidance. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenues [Abstract] | |
Disaggregation of Revenue by Geographic Region | Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 United States Product sales $ 7,142 $ 3,687 $ 13,438 $ 21,127 Services 2,086 917 3,613 4,445 Total United States 9,228 4,604 17,051 25,572 Canada Product sales 7,321 1,171 21,199 21,978 Services 1,873 329 8,230 8,888 Total Canada 9,194 1,500 29,429 30,866 Other Countries Product sales 1,301 — 1,301 1,183 Services 1,738 2,628 2,194 5,661 Total Other Countries 3,039 2,628 3,495 6,844 Total Product sales 15,764 4,858 35,938 44,288 Services 5,697 3,874 14,037 18,994 Total revenues $ 21,461 $ 8,732 $ 49,975 $ 63,282 |
Schedule of Contract Liabilities | Balance at December 31, 2020 $ 51 Additions 756 Revenue recognized ( 756 ) Balance at June 30, 2021 $ 51 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventories, Net [Abstract] | |
Schedule of Inventories | June 30, December 31, 2021 2020 Raw materials $ 2,154 $ 1,752 Work in process 216 287 Finished goods 32,670 32,832 Total inventories, net $ 35,040 $ 34,871 |
Other Current Receivables (Tabl
Other Current Receivables (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Current Receivables [Abstract] | |
Schedule of Other Current Receivables | June 30, December 31, 2021 2020 Current income tax receivables $ 5,733 $ 6,295 Employee receivables 573 544 Other receivables 984 1,519 Total other receivables, net $ 7,290 $ 8,358 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment by Major Asset Class | June 30, December 31, 2021 2020 Land $ 1,743 $ 1,695 Building and improvements 8,834 8,511 Machinery and equipment 18,324 18,211 Computers and software 2,441 2,374 Furniture and fixtures 1,167 1,150 Vehicles 345 442 Right of use assets - finance leases 8,139 8,020 Service equipment 244 244 41,237 40,647 Less: Accumulated depreciation and amortization ( 17,441 ) ( 16,312 ) 23,796 24,335 Construction in progress 368 100 Property and equipment, net $ 24,164 $ 24,435 |
Schedule of Depreciation Expense Associated Income Statement Line Items | Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Cost of sales Cost of product sales $ 351 $ 374 $ 701 $ 1,083 Cost of services 175 270 372 560 Selling, general and administrative expenses 409 350 799 803 Total depreciation $ 935 $ 994 $ 1,872 $ 2,446 |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Changes in Carrying Amount of Goodwill | June 30, December 31, 2021 2020 Gross value $ 177,162 $ 177,162 Accumulated impairment ( 161,940 ) ( 161,940 ) Net $ 15,222 $ 15,222 |
Schedule of Identifiable Intangibles | June 30, 2021 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 216 ) $ 3,742 Customer relationships 10 4,100 ( 1,811 ) 2,289 Total amortizable intangible assets $ 8,058 $ ( 2,027 ) $ 6,031 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 2,027 ) $ 6,079 December 31, 2020 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 87 ) $ 3,871 Customer relationships 10 4,100 ( 1,606 ) 2,494 Total amortizable intangible assets $ 8,058 $ ( 1,693 ) $ 6,365 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 1,693 ) $ 6,413 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | June 30, December 31, 2021 2020 Accrued payroll and bonus $ 2,726 $ 999 Property and franchise taxes accrual 402 505 Severance and other termination benefits (Note 10) — 730 Accrued other miscellaneous liabilities 930 1,113 Total accrued expenses $ 4,058 $ 3,347 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt [Abstract] | |
Schedule of Long-term Debt | June 30, December 31, 2021 2020 Senior Secured Credit Facility $ — $ — Promissory notes — — Finance leases 6,023 5,789 Total debt 6,023 5,789 Less: current portion ( 1,447 ) ( 1,347 ) Long-term debt $ 4,576 $ 4,442 |
Severance and Other Terminati_2
Severance and Other Termination Benefits (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Severance and Other Termination Benefits [Abstract] | |
Schedule of Reconciliation of Beginning and Ending Liability Balance | Beginning balance, December 31, 2020 $ 730 Severance payments ( 730 ) Ending balance, June 30, 2021 $ — |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Loss Per Common Share [Abstract] | |
Reconciliation of Numerator and Denominator for Calculating Loss Per Share from Net Loss | Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Numerator Net loss $ ( 5,544 ) $ ( 8,892 ) $ ( 9,001 ) $ ( 57,799 ) Less: income (loss) attributable to non-controlling interest 251 ( 135 ) 191 2,507 Net loss attributable to NCS Multistage Holdings, Inc. $ ( 5,795 ) $ ( 8,757 ) $ ( 9,192 ) $ ( 60,306 ) Denominator Basic weighted average number of shares (1) 2,401 2,366 2,391 2,359 Dilutive effect of stock options, RSUs and PSUs — — — — Diluted weighted average number of shares (1) 2,401 2,366 2,391 2,359 Loss per common share Basic (1) $ ( 2.41 ) $ ( 3.70 ) $ ( 3.85 ) $ ( 25.56 ) Diluted (1) $ ( 2.41 ) $ ( 3.70 ) $ ( 3.85 ) $ ( 25.56 ) Potentially dilutive securities excluded as anti-dilutive (1) 266 241 250 230 _______________ (1) Amounts in 2020 have been retrospectively adjusted for the 1-for- 20 reverse stock split that was effective on December 1, 2020. |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues [Abstract] | ||||
Revenue recognized from the contract liability balance | $ 200 | $ 3 | $ (756) | $ 8 |
Revenues (Disaggregation of Rev
Revenues (Disaggregation of Revenue by Geographic Region) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 21,461 | $ 8,732 | $ 49,975 | $ 63,282 |
Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 15,764 | 4,858 | 35,938 | 44,288 |
Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,697 | 3,874 | 14,037 | 18,994 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,228 | 4,604 | 17,051 | 25,572 |
United States [Member] | Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,142 | 3,687 | 13,438 | 21,127 |
United States [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,086 | 917 | 3,613 | 4,445 |
Canada [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,194 | 1,500 | 29,429 | 30,866 |
Canada [Member] | Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 7,321 | 1,171 | 21,199 | 21,978 |
Canada [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,873 | 329 | 8,230 | 8,888 |
Other Countries [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,039 | 2,628 | 3,495 | 6,844 |
Other Countries [Member] | Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,301 | 1,301 | 1,183 | |
Other Countries [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,738 | $ 2,628 | $ 2,194 | $ 5,661 |
Revenues (Schedule of Contract
Revenues (Schedule of Contract Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Current Contract Liabilities [Abstract] | ||||
Contract Liabilities Current Beginning Balance | $ 51 | |||
Additions | 756 | |||
Revenue recognized | $ 200 | $ 3 | (756) | $ 8 |
Contract Liabilities Current Ending Balance | $ 51 | $ 51 |
Inventories, Net (Schedule of I
Inventories, Net (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventories, Net [Abstract] | ||
Raw materials | $ 2,154 | $ 1,752 |
Work in process | 216 | 287 |
Finished goods | 32,670 | 32,832 |
Total inventories, net | $ 35,040 | $ 34,871 |
Other Current Receivables (Sche
Other Current Receivables (Schedule Of Other Current Receivables) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Current Receivables [Abstract] | ||
Current income tax receivables | $ 5,733 | $ 6,295 |
Employee receivables | 573 | 544 |
Other receivables | 984 | 1,519 |
Total other receivables, net | $ 7,290 | $ 8,358 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | May 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Impairment charge of property and equipment | $ 0 | $ 0 | $ 0 | ||
Impact of COVID -19 [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairment charge of property and equipment | $ 9,700,000 | ||||
Tulsa, Oklahoma [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Finance lease right-of-use assets | $ 800,000 | ||||
Finance lease liabilities | $ 800,000 | ||||
Finance lease term of contract | 5 years |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment by Major Asset Class) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 41,237 | $ 40,647 |
Less: Accumulated depreciation and amortization | (17,441) | (16,312) |
Property and equipment, net, excluding construction in progress | 23,796 | 24,335 |
Construction in progress | 368 | 100 |
Property and equipment, net | 24,164 | 24,435 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,743 | 1,695 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 8,834 | 8,511 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 18,324 | 18,211 |
Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,441 | 2,374 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,167 | 1,150 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 345 | 442 |
Right Of Use Assets - Finance Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 8,139 | 8,020 |
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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Depreciation expense | $ 935 | $ 994 | $ 1,872 | $ 2,446 |
Cost of product sales [Member] | ||||
Depreciation expense | 351 | 374 | 701 | 1,083 |
Cost of services [Member] | ||||
Depreciation expense | 175 | 270 | 372 | 560 |
Selling, general and administrative expenses [Member] | ||||
Depreciation expense | $ 409 | $ 350 | $ 799 | $ 803 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangibles (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||||||
Goodwill, gross | $ 177,162,000 | $ 177,162,000 | $ 177,162,000 | |||
Goodwill | 15,222,000 | 15,222,000 | 15,222,000 | |||
Remaining identifiable intangible balances | 6,031,000 | 6,031,000 | 6,365,000 | |||
Finite-lived intangible assets impairment charge | 0 | $ 0 | 0 | |||
Amortization expense | 167,000 | 104,000 | 334,000 | $ 1,237,000 | ||
Fracturing Systems and Well Construction [Member] | ||||||
Goodwill [Line Items] | ||||||
Remaining identifiable intangible balances | $ 0 | |||||
Tracer Diagnostic Services [Member] | ||||||
Goodwill [Line Items] | ||||||
Remaining identifiable intangible balances | 0 | |||||
Impact of COVID -19 [Member] | Fracturing Systems and Well Construction [Member] | ||||||
Goodwill [Line Items] | ||||||
Finite-lived intangible assets impairment charge | 11,900,000 | |||||
Impact of COVID -19 [Member] | Tracer Diagnostic Services [Member] | ||||||
Goodwill [Line Items] | ||||||
Finite-lived intangible assets impairment charge | $ 28,600,000 | |||||
Repeat Precision [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment charge | 0 | 0 | 0 | 0 | ||
Goodwill | 15,200,000 | 15,200,000 | ||||
Technology [Member] | ||||||
Goodwill [Line Items] | ||||||
Remaining identifiable intangible balances | 3,742,000 | 3,742,000 | $ 3,871,000 | |||
Customer Relationships And Technology [Member] | ||||||
Goodwill [Line Items] | ||||||
Amortization expense | $ 200,000 | $ 100,000 | $ 300,000 | $ 1,200,000 |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangibles (Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill and Identifiable Intangibles [Abstract] | ||
Goodwill value | $ 177,162 | $ 177,162 |
Accumulated impairment | (161,940) | (161,940) |
Net | $ 15,222 | $ 15,222 |
Goodwill and Identifiable Int_5
Goodwill and Identifiable Intangibles (Schedule of Identifiable Intangibles) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 8,058 | $ 8,058 |
Finite-lived intangible assets, Accumulated Amortization | (2,027) | (1,693) |
Finite-lived intangible assets, Net Balance | 6,031 | 6,365 |
Intangible Assets, Gross (Excluding Goodwill), Total | 8,106 | 8,106 |
Intangible Assets, Net (Excluding Goodwill), Total | 6,079 | 6,413 |
Technology Not Subject To Amortization [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 48 | 48 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | 3,958 | 3,958 |
Finite-lived intangible assets, Accumulated Amortization | (216) | (87) |
Finite-lived intangible assets, Net Balance | $ 3,742 | $ 3,871 |
Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 1 year | |
Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 20 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 10 years | 10 years |
Finite-lived intangible assets, Gross Carrying Amount | $ 4,100 | $ 4,100 |
Finite-lived intangible assets, Accumulated Amortization | (1,811) | (1,606) |
Finite-lived intangible assets, Net Balance | $ 2,289 | $ 2,494 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 1 year | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 20 years |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses [Abstract] | ||
Accrued payroll and bonus | $ 2,726 | $ 999 |
Property and franchise taxes accrual | 402 | 505 |
Severance and other termination benefits (Note 10) | 730 | |
Accrued other miscellaneous liabilities | 930 | 1,113 |
Total accrued expenses | $ 4,058 | $ 3,347 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Aug. 06, 2020USD ($) | Apr. 30, 2020USD ($) | Feb. 27, 2017 | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Aug. 05, 2020USD ($) | Feb. 16, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||||
Amortization expense of deferred financing charges | $ 141,000 | $ 149,000 | |||||||||
Fair Value, Inputs, Level 2 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, fair value | $ 5,700,000 | 5,700,000 | $ 5,600,000 | ||||||||
Senior Secured Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Unamortized deferred costs | 1,200,000 | 1,200,000 | |||||||||
Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 75,000,000 | ||||||||||
Amortization expense of deferred financing charges | 100,000 | $ 100,000 | 100,000 | 100,000 | |||||||
Promissory Notes [Member] | Repeat Precision [Member] | February 2017 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maximum borrowing capacity | $ 4,300,000 | ||||||||||
Long-term debt, gross | 0 | 0 | 0 | ||||||||
Promissory Notes [Member] | Repeat Precision [Member] | February 2017 Note [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable interest rate | 1.00% | ||||||||||
Promissory Notes [Member] | Repeat Precision [Member] | April 2020 Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, maximum borrowing capacity | $ 5,000,000 | ||||||||||
Long-term debt, gross | 0 | ||||||||||
Promissory Notes [Member] | Repeat Precision [Member] | April 2020 Note [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable interest rate | 1.00% | ||||||||||
Amended And Restated Credit Agreement [Member] | Maximum [Member] | Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Letter of credit outstanding amount | 100,000 | $ 100,000 | 100,000 | ||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||||||
Debt maturity date | May 1, 2023 | ||||||||||
Interest expense including commitment fees | 100,000 | $ 300,000 | $ 100,000 | $ 500,000 | |||||||
Minimum liquidity amount required under new financial covenants | $ 7,500,000 | ||||||||||
Fixed charge coverage ratio | 1 | ||||||||||
Unamortized deferred costs | $ 600,000 | $ 600,000 | |||||||||
Expensed deferred loan costs | $ 600,000 | ||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | U.S. Borrower [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||||||
Debt instrument stated interest rate | 4.50% | 4.50% | |||||||||
Line of credit outstanding | $ 0 | $ 0 | $ 0 | ||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Letter of Credit [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 2,500,000 | ||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Swingline Loans [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 2,500,000 | ||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Credit Facility Subject To Sublimit [Member] | Canadian Borrower [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | 15,000,000 | ||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Borrowing Subject To Borrowing Base Limitations [Member] | US And Canadian Base Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 10,200,000 | $ 10,200,000 | |||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Cash availabilty on last business day of each week | $ 12,000,000 | ||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Minimum [Member] | Eurocurrency Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable interest rate | 2.75% | ||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Minimum [Member] | Monthly Availability [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of availability in relation to the borrowing base | 12.00% | ||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Maximum [Member] | Eurocurrency Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument variable interest rate | 3.75% | ||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Maximum [Member] | Weekly Availability [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of availability in relation to the borrowing base | 12.00% | ||||||||||
Amended And Restated Credit Agreement [Member] | Senior Secured Credit Facility [Member] | Maximum [Member] | Quarterly Availability [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of availability in relation to the borrowing base | 20.00% |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt and finance leases | $ 6,023 | $ 5,789 |
Less: current portion | (1,447) | (1,347) |
Long-term debt | 4,576 | 4,442 |
Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | ||
Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | ||
Finance Leases [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 6,023 | $ 5,789 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | May 31, 2021 | |
Loss Contingencies [Line Items] | |||||||
Other income, net | $ 529 | $ 8 | $ 870 | $ 166 | |||
Operating lease right-of-use assets | $ 5,536 | $ 5,170 | 5,536 | ||||
Patent Infringement Settlement [Member] | Settlement Agreement with Diamondback [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Gain on patent infringement settlement | $ 25,700 | ||||||
Proceeds received from insurance | $ 1,100 | ||||||
Patent Infringement Settlement [Member] | Settlement Agreement with Diamondback [Member] | Maximum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Other income, net | $ 100 | ||||||
Tulsa, Oklahoma [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Operating lease right-of-use assets | $ 1,100 | ||||||
Operating lease liabilities | $ 1,100 | ||||||
Operating lease renewal terms | 5 years | 5 years | |||||
CARES Act [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Refundable tax credits amount under employee retention credit | $ 1,700 | ||||||
Repeat Precision [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Equity ownership interest acquired, percent | 50.00% | 50.00% | |||||
Repeat Precision [Member] | CARES Act [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Refundable tax credits amount under employee retention credit | $ 300 |
Severance and Other Terminati_3
Severance and Other Termination Benefits (Narrative) (Details) - One-time Termination Benefits [Member] - Impact of COVID -19 [Member] $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)employee | |
Restructuring Cost and Reserve [Line Items] | |||
Number of workforce reduced | employee | 190 | ||
One-time cash severance costs | $ 5,700 | ||
General and Administrative Expense [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
One-time cash severance costs | $ 3,500 | $ 4,800 |
Severance and Other Terminati_4
Severance and Other Termination Benefits (Schedule of Reconciliation of Beginning and Ending Liability Balance) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Severance and Other Termination Benefits [Abstract] | |
Beginning balance | $ 730 |
Severance payments | (730) |
Ending balance |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)item$ / sharesshares | Jun. 30, 2020USD ($) | |
Share-based compensation | $ | $ 1,600 | $ 1,900 | $ 3,800 | $ 4,700 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based compensation shares granted | 67,839 | |||
Weighted average grant date fair value | $ / shares | $ 38.50 | |||
Number of vesting equal annual installments | item | 3 | |||
Restricted Stock Units (RSUs) [Member] | Non-Employee Board Of Directors [Member] | ||||
Share-based compensation vesting period | 1 year | |||
Equivalent Stock Units (ESUs) [Member] | ||||
Share-based compensation shares granted | 50,864 | |||
Weighted average grant date fair value | $ / shares | $ 37.59 | |||
Number of vesting equal annual installments | item | 3 | |||
Performance Stock Unit Awards (PSUs) [Member] | ||||
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] | ||||
Share-based compensation arrangement performance obligations, percentage | 100.00% | |||
Performance Stock Unit Awards (PSUs) [Member] | 90th percentile relative TSR [Member] | ||||
Share-based compensation arrangement performance obligations, percentage | 200.00% | |||
Performance Stock Unit Awards (PSUs) [Member] | Performance Period from January 1, 2020 to December 31, 2023 [Member] | ||||
Share-based compensation shares granted | 17,004 | |||
Weighted average grant date fair value | $ / shares | $ 66.14 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Taxes [Abstract] | ||||
Effective tax rate | (15.10%) | 40.20% | (10.50%) | 10.70% |
Income tax expense resulted from for changes in valuation allowance on deferred tax assets not expected to be realized | $ 1,200 | $ 1,100 | $ 1,900 | $ 10,800 |
Decrease in effective tax rate | (24.20%) | 7.40% | (23.50%) | 16.70% |
Loss Per Common Share (Reconcil
Loss Per Common Share (Reconciliation of Numerator and Denominator for Calculating Loss Per Share from Net Loss) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020 | ||
Numerator | ||||||||
Net loss | $ | $ (5,544) | $ (3,457) | $ (8,892) | $ (48,907) | $ (9,001) | $ (57,799) | ||
Less: Income (loss) attributable to non-controlling interest | $ | 251 | (135) | 191 | 2,507 | ||||
Net loss attributable to NCS Multistage Holdings, Inc. | $ | $ (5,795) | $ (8,757) | $ (9,192) | $ (60,306) | ||||
Denominator | ||||||||
Basic weighted average number of shares (in shares) | [1] | 2,401 | 2,366 | 2,391 | 2,359 | |||
Dilutive effect of stock options, RSUs and PSUs | ||||||||
Diluted weighted average number of shares (in shares) | [1] | 2,401 | 2,366 | 2,391 | 2,359 | |||
Loss per common share | ||||||||
Basic (in dollars per share) | $ / shares | [1] | $ (2.41) | $ (3.70) | $ (3.85) | $ (25.56) | |||
Diluted (in dollars per share) | $ / shares | [1] | $ (2.41) | $ (3.70) | $ (3.85) | $ (25.56) | |||
Potentially dilutive securities excluded as anti-dilutive | 266 | 241 | 250 | 230 | ||||
Reverse stock split ratio | 0.05 | |||||||
Reverse stock split, description | 1-for-20 | |||||||
[1] | Amounts in 2020 have been retrospectively adjusted for the 1-for- 20 reverse stock split that was effective on December 1, 2020. |
Segment and Geographic Inform_2
Segment and Geographic Information (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Segment and Geographic Information [Abstract] | |
Number of reportable segments | 1 |