Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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, $0.01 par value | |
Trading Symbol | NCSM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001692427 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 2,408,474 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 9,877 | $ 22,168 |
Accounts receivable—trade, net | 34,393 | 24,392 |
Inventories, net | 34,115 | 33,917 |
Prepaid expenses and other current assets | 2,749 | 3,290 |
Other current receivables | 4,304 | 4,726 |
Total current assets | 85,438 | 88,493 |
Noncurrent assets | ||
Property and equipment, net | 23,363 | 24,708 |
Goodwill | 15,222 | 15,222 |
Identifiable intangibles, net | 5,243 | 5,744 |
Operating lease assets | 4,617 | 4,809 |
Deposits and other assets | 2,833 | 3,113 |
Deferred income taxes, net | 432 | 236 |
Total noncurrent assets | 51,710 | 53,832 |
Total assets | 137,148 | 142,325 |
Current liabilities | ||
Accounts payable—trade | 8,641 | 7,502 |
Accrued expenses | 5,965 | 6,323 |
Income taxes payable | 369 | 294 |
Operating lease liabilities | 1,295 | 1,556 |
Current maturities of long-term debt | 1,438 | 1,483 |
Other current liabilities | 2,355 | 2,660 |
Total current liabilities | 20,063 | 19,818 |
Noncurrent liabilities | ||
Long-term debt, less current maturities | 6,391 | 6,335 |
Operating lease liabilities, long-term | 3,780 | 3,779 |
Other long-term liabilities | 1,193 | 1,612 |
Deferred income taxes, net | 297 | 114 |
Total noncurrent liabilities | 11,661 | 11,840 |
Total liabilities | 31,724 | 31,658 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at September 30, 2022 and December 31, 2021 | ||
Common stock, $0.01 par value, 11,250,000 shares authorized, 2,434,722 shares issued and 2,408,413 shares outstanding at September 30, 2022 and 2,397,766 shares issued and 2,380,374 shares outstanding at December 31, 2021 | 24 | 24 |
Additional paid-in capital | 439,522 | 437,022 |
Accumulated other comprehensive loss | (86,212) | (82,094) |
Retained deficit | (264,443) | (261,362) |
Treasury stock, at cost, 26,309 shares at September 30, 2022 and 17,392 shares at December 31, 2021 | (1,388) | (1,006) |
Total stockholders’ equity | 87,503 | 92,584 |
Non-controlling interest | 17,921 | 18,083 |
Total equity | 105,424 | 110,667 |
Total liabilities and stockholders' equity | $ 137,148 | $ 142,325 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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) | 2,434,722 | 2,397,766 |
Common stock, shares outstanding (in shares) | 2,408,413 | 2,380,374 |
Treasury stock, shares (in shares) | 26,309 | 17,392 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Revenues | $ 48,870 | $ 32,411 | $ 115,446 | $ 82,386 |
Cost of sales | ||||
Cost of sales, exclusive of depreciation | 28,394 | 17,636 | 71,120 | 49,841 |
Selling, general and administrative expenses | 15,379 | 10,982 | 45,148 | 35,589 |
Depreciation | 882 | 985 | 2,742 | 2,857 |
Amortization | 168 | 168 | 502 | 502 |
Income (loss) from operations | 4,047 | 2,640 | (4,066) | (6,403) |
Other income (expense) | ||||
Interest expense, net | (204) | (163) | (794) | (529) |
Other income, net | 564 | 176 | 1,556 | 1,046 |
Foreign currency exchange (loss) gain | (563) | (236) | (562) | 156 |
Total other (expense) income | (203) | (223) | 200 | 673 |
Income (loss) before income tax | 3,844 | 2,417 | (3,866) | (5,730) |
Income tax (benefit) expense | (120) | (809) | (623) | 45 |
Net income (loss) | 3,964 | 3,226 | (3,243) | (5,775) |
Net income (loss) attributable to non-controlling interest | 29 | 430 | (162) | 621 |
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ 3,935 | $ 2,796 | $ (3,081) | $ (6,396) |
Earnings (loss) per common share | ||||
Basic earnings (loss) per common share attributable to NCS Multistage Holdings, Inc. | $ 1.61 | $ 1.16 | $ (1.27) | $ (2.67) |
Diluted earnings (loss) per common share attributable to NCS Multistage Holdings, Inc. | $ 1.58 | $ 1.14 | $ (1.27) | $ (2.67) |
Weighted average common shares outstanding | ||||
Basic | 2,438 | 2,401 | 2,430 | 2,394 |
Diluted | 2,488 | 2,445 | 2,430 | 2,394 |
Product sales [Member] | ||||
Revenues | ||||
Revenues | $ 33,965 | $ 21,229 | $ 79,549 | $ 57,167 |
Cost of sales | ||||
Cost of sales, exclusive of depreciation | 20,754 | 12,898 | 51,910 | 37,487 |
Services [Member] | ||||
Revenues | ||||
Revenues | 14,905 | 11,182 | 35,897 | 25,219 |
Cost of sales | ||||
Cost of sales, exclusive of depreciation | $ 7,640 | $ 4,738 | $ 19,210 | $ 12,354 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Net income (loss) | $ 3,964 | $ 3,226 | $ (3,243) | $ (5,775) |
Foreign currency translation adjustments, net of tax of $0 | (3,359) | (1,007) | (4,118) | (184) |
Comprehensive income (loss) | 605 | 2,219 | (7,361) | (5,959) |
Less: Comprehensive income (loss) attributable to non-controlling interest | 29 | 430 | (162) | 621 |
Comprehensive income (loss) attributable to NCS Multistage Holdings, Inc. | $ 576 | $ 1,789 | $ (7,199) | $ (6,580) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Deficit [Member] | Treasury Stock [Member] | Non-controlling Interest [Member] | Total |
Beginning balance at Dec. 31, 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 income (loss) | (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 income (loss) | (5,775) | |||||||
Currency translation adjustment | (184) | |||||||
Ending balance at Sep. 30, 2021 | $ 24 | 436,040 | (81,964) | (263,024) | $ (1,006) | 18,249 | 108,319 | |
Ending balance, shares at Sep. 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 income (loss) | (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) | ||||||
Share-based compensation | 1,018 | 1,018 | ||||||
Net income (loss) | 2,796 | 430 | 3,226 | |||||
Distribution to noncontrolling interest | (500) | (500) | ||||||
Currency translation adjustment | (1,007) | (1,007) | ||||||
Ending balance at Sep. 30, 2021 | $ 24 | 436,040 | (81,964) | (263,024) | $ (1,006) | 18,249 | 108,319 | |
Ending balance, shares at Sep. 30, 2021 | 2,397,735 | (17,382) | ||||||
Beginning balance at Dec. 31, 2021 | $ 24 | 437,022 | (82,094) | (261,362) | $ (1,006) | 18,083 | 110,667 | |
Beginning balance, shares at Dec. 31, 2021 | 2,397,766 | (17,392) | ||||||
Share-based compensation | 805 | 805 | ||||||
Net income (loss) | (1,535) | (194) | (1,729) | |||||
Vesting of restricted stock | ||||||||
Vesting of restricted stock, shares | 34,066 | |||||||
Shares withheld | $ (372) | (372) | ||||||
Shares withheld, shares | (8,694) | |||||||
Currency translation adjustment | 541 | 541 | ||||||
Ending balance at Mar. 31, 2022 | $ 24 | 437,827 | (81,553) | (262,897) | $ (1,378) | 17,889 | 109,912 | |
Ending balance, shares at Mar. 31, 2022 | 2,431,832 | (26,086) | ||||||
Beginning balance at Dec. 31, 2021 | $ 24 | 437,022 | (82,094) | (261,362) | $ (1,006) | 18,083 | 110,667 | |
Beginning balance, shares at Dec. 31, 2021 | 2,397,766 | (17,392) | ||||||
Net income (loss) | (3,243) | |||||||
Currency translation adjustment | (4,118) | |||||||
Ending balance at Sep. 30, 2022 | $ 24 | 439,522 | (86,212) | (264,443) | $ (1,388) | 17,921 | 105,424 | |
Ending balance, shares at Sep. 30, 2022 | 2,434,722 | (26,309) | ||||||
Beginning balance at Mar. 31, 2022 | $ 24 | 437,827 | (81,553) | (262,897) | $ (1,378) | 17,889 | 109,912 | |
Beginning balance, shares at Mar. 31, 2022 | 2,431,832 | (26,086) | ||||||
Share-based compensation | 841 | 841 | ||||||
Net income (loss) | (5,481) | 3 | (5,478) | |||||
Vesting of restricted stock | ||||||||
Vesting of restricted stock, shares | 2,723 | |||||||
Shares withheld | $ (8) | (8) | ||||||
Shares withheld, shares | (173) | |||||||
Currency translation adjustment | (1,300) | (1,300) | ||||||
Ending balance at Jun. 30, 2022 | $ 24 | 438,668 | (82,853) | (268,378) | $ (1,386) | 17,892 | 103,967 | |
Ending balance, shares at Jun. 30, 2022 | 2,434,555 | (26,259) | ||||||
Share-based compensation | 854 | 854 | ||||||
Net income (loss) | 3,935 | 29 | 3,964 | |||||
Vesting of restricted stock | ||||||||
Vesting of restricted stock, shares | 167 | |||||||
Shares withheld | $ (2) | (2) | ||||||
Shares withheld, shares | (50) | |||||||
Currency translation adjustment | (3,359) | (3,359) | ||||||
Ending balance at Sep. 30, 2022 | $ 24 | $ 439,522 | $ (86,212) | $ (264,443) | $ (1,388) | $ 17,921 | $ 105,424 | |
Ending balance, shares at Sep. 30, 2022 | 2,434,722 | (26,309) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (3,243) | $ (5,775) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 3,244 | 3,359 |
Amortization of deferred loan costs | 180 | 211 |
Write-off of deferred loan costs | 196 | |
Share-based compensation | 4,490 | 5,208 |
Provision for inventory obsolescence | 1,885 | 1,715 |
Deferred income tax expense | 109 | 79 |
Gain on sale of property and equipment | (339) | (310) |
Provision for doubtful accounts | (60) | (129) |
Proceeds from note receivable | 474 | 223 |
Changes in operating assets and liabilities: | ||
Accounts receivable—trade | (12,534) | (761) |
Inventories, net | (4,013) | (613) |
Prepaid expenses and other assets | 1,868 | 39 |
Accounts payable—trade | 2,274 | 902 |
Accrued expenses | (161) | 2,606 |
Other liabilities | (2,509) | (2,706) |
Income taxes receivable/payable | (897) | 2,673 |
Net cash (used in) provided by operating activities | (9,036) | 6,721 |
Cash flows from investing activities | ||
Purchases of property and equipment | (768) | (342) |
Purchase and development of software and technology | (78) | (324) |
Proceeds from sales of property and equipment | 406 | 369 |
Net cash used in investing activities | (440) | (297) |
Cash flows from financing activities | ||
Payments on finance leases | (1,090) | (958) |
Line of credit borrowings | 10,214 | 360 |
Payments of line of credit borrowings | (10,189) | (360) |
Treasury shares withheld | (382) | (197) |
Distribution to noncontrolling interest | (2,250) | |
Payment of deferred loan cost related to ABL facility | (940) | |
Net cash used in financing activities | (2,387) | (3,405) |
Effect of exchange rate changes on cash and cash equivalents | (428) | (120) |
Net change in cash and cash equivalents | (12,291) | 2,899 |
Cash and cash equivalents beginning of period | 22,168 | 15,545 |
Cash and cash equivalents end of period | 9,877 | 18,444 |
Noncash investing and financing activities | ||
Leased assets obtained in exchange for new finance lease liabilities | 1,477 | 3,711 |
Leased assets obtained in exchange for new operating lease liabilities | $ 1,205 | $ 1,736 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
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 construction, well completions and field development strategies. We offer our products and services primarily to exploration and production companies for use in onshore and offshore 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 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, 2021 (“Annual Report”). We consolidate Repeat Precision, LLC (“Repeat Precision”), a 50 % owned entity, because NCS has a controlling voting interest. 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 described in “Note 2. Summary of Significant Accounting Policies” in our Annual Report. Recent Accounting Pronouncements Pronouncement Adopted in 2022 In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ ASU”) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , to increase transparency of disclosure regarding government assistance including the types of assistance, an entity’s method of accounting for the assistance, and the effect of the assistance on an entity’s financial statements. This standard became effective for fiscal years beginning after December 15, 2021. We adopted ASU No. 2021-10 on a prospective basis on January 1, 2022, with no material impact on our condensed consolidated financial statements . Pronouncement 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 | 9 Months Ended |
Sep. 30, 2022 | |
Revenues [Abstract] | |
Revenues | Note 2. Revenues Disaggregation of Revenue We sell our products and services primarily in North America and in selected international markets. Revenue by geography is attributed based on the current billing address of the customer. The following table depicts the disaggregation of revenue by geographic region (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 United States Product sales $ 8,217 $ 5,324 $ 24,551 $ 18,762 Services 3,294 2,715 8,171 6,328 Total United States 11,511 8,039 32,722 25,090 Canada Product sales 25,748 15,678 54,455 36,877 Services 9,011 6,423 21,681 14,653 Total Canada 34,759 22,101 76,136 51,530 Other Countries Product sales — 227 543 1,528 Services 2,600 2,044 6,045 4,238 Total Other Countries 2,600 2,271 6,588 5,766 Total Product sales 33,965 21,229 79,549 57,167 Services 14,905 11,182 35,897 25,219 Total revenues $ 48,870 $ 32,411 $ 115,446 $ 82,386 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 September 30, 2022 and December 31, 2021 (in thousands): Balance at December 31, 2021 $ 71 Additions 1,963 Revenue recognized ( 1,983 ) Balance at September 30, 2022 $ 51 We currently do no t have any contract assets or non-current contract liabilities. Our contract liability as of September 30, 2022 and December 31, 2021 is included in current liabilities on our condensed consolidated balance sheets. Our performance obligations for our product and services revenues are satisfied before the customer’s payment; however, prepayments may occasionally be required. Revenue recognized from the contract liability balance was $ 0.4 million for the three months ended September 30, 2022, with no such revenue recognized for the three months ended September 30, 2021, and $ 2.0 million and $ 0.8 million for the nine months ended September 30, 2022 and 2021, 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 | 9 Months Ended |
Sep. 30, 2022 | |
Inventories, Net [Abstract] | |
Inventories, Net | Note 3. Inventories, net Inventories consist of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Raw materials $ 1,923 $ 1,844 Work in process 280 14 Finished goods 31,912 32,059 Total inventories, net $ 34,115 $ 33,917 |
Other Current Receivables
Other Current Receivables | 9 Months Ended |
Sep. 30, 2022 | |
Other Current Receivables [Abstract] | |
Other Current Receivables | Note 4. Other Current Receivables Other current receivables consist of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Current income tax receivables $ 2,937 $ 2,226 Employee receivables 284 238 Other receivables 1,083 2,262 Total other receivables, net $ 4,304 $ 4,726 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. The other receivables balance as of September 30, 2022 and December 31, 2021 includes the U.S. employee retention credit (“ERC”) claims we have filed but for which we have not yet received renumeration. See “Note 9. Commitments and Contingencies” for additional information. The other receivables balance at December 31, 2021 includes $ 0.7 million associated with our technical services and assistance agreement with Special Oilfield Services Co., LLC, which is more fully described in our Annual Report. This receivable was collected in May 2022. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Land $ 1,562 $ 1,701 Building and improvements 7,203 8,099 Machinery and equipment 17,864 18,152 Computers and software 2,026 2,256 Furniture and fixtures 706 1,037 Vehicles 257 313 Right of use assets - finance leases 10,978 10,228 Service equipment 57 244 40,653 42,030 Less: Accumulated depreciation and amortization ( 17,884 ) ( 17,752 ) 22,769 24,278 Construction in progress 594 430 Property and equipment, net $ 23,363 $ 24,708 The following table presents the depreciation expense associated with the following income statement line items for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Cost of sales Cost of product sales $ 344 $ 349 $ 1,068 $ 1,050 Cost of services 118 168 414 540 Selling, general and administrative expenses 420 468 1,260 1,267 Total depreciation $ 882 $ 985 $ 2,742 $ 2,857 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. Despite general volatility of the U.S. equities markets, we determined there were no triggering events that indicated potential impairment of our property and equipment for the three and nine months ended September 30, 2022 and 2021, respectively, and accordingly no impairment loss was recorded. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangibles | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Goodwill and Identifiable Intangibles | Note 6. Goodwill and Identifiable Intangibles The carrying amount of goodwill is summarized as follows (in thousands): September 30, December 31, 2022 2021 Gross value $ 177,162 $ 177,162 Accumulated impairment ( 161,940 ) ( 161,940 ) Net $ 15,222 $ 15,222 We perform an 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 September 30, 2022 and 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 nine months ended September 30, 2022 and 2021, respectively. Identifiable intangibles by major asset class consist of the following (in thousands) : September 30, 2022 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 540 ) $ 3,418 Customer relationships 10 4,100 ( 2,323 ) 1,777 Total amortizable intangible assets $ 8,058 $ ( 2,863 ) $ 5,195 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 2,863 ) $ 5,243 December 31, 2021 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 346 ) $ 3,612 Customer relationships 10 4,100 ( 2,016 ) 2,084 Total amortizable intangible assets $ 8,058 $ ( 2,362 ) $ 5,696 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 2,362 ) $ 5,744 Total amortization expense, which is associated with s elling, general and administrative expenses on the condensed consolidated statements of operations , was $ 0.2 million for each of the three months ended September 30, 2022 and 2021 and $ 0.5 million for each of the nine months ended September 30, 2022 and 2021, 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 indicators of impairment identified during the three and nine months ended September 30, 2022 or 2021. Therefore, we did no t record any impairment charges related to our identifiable intangibles for the three or nine months ended September 30, 2022 and 2021. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 7. Accrued Expenses Accrued expenses consist of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Accrued payroll and bonus $ 3,905 $ 4,208 Property and franchise taxes accrual 421 550 Accrued other miscellaneous liabilities 1,639 1,565 Total accrued expenses $ 5,965 $ 6,323 We paid our annual incentive bonus totaling $ 3.2 million during the first quarter of 2022. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt [Abstract] | |
Debt | Note 8. Debt Our long-term debt consists of the following as of September 30, 2022 and December 31, 2021 (in thousands): September 30, December 31, 2022 2021 Prior Senior Secured Credit Facility $ — $ — ABL Facility — — Repeat Precision Promissory Note 25 — Finance leases 7,804 7,818 Total debt 7,829 7,818 Less: current portion ( 1,438 ) ( 1,483 ) Long-term debt $ 6,391 $ 6,335 The estimated fair value of total debt as of September 30, 2022 and December 31, 2021 was $ 7.1 million and $ 7.5 million, respectively. At September 30, 2022, the fair value of the Repeat Precision Promissory Note (as defined below) approximated the carrying value due to a variable interest rate and the ability to repay the note at any time. The fair value of 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 financing arrangements. Prior Senior Secured Credit Facility On May 1, 2019, we entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) by and among NCS Multistage Holdings, Inc. (“NCSH”) with Pioneer Investment, Inc., as U.S. borrower (“Pioneer”), NCS Multistage Inc., as Canadian borrower (“NCS Canada”; together with Pioneer, the “Borrowers”), Pioneer Intermediate, Inc. (together with NCSH, the “Parent Guarantors”), the lenders party thereto, Wells Fargo Bank, National Association as administrative agent (the “Prior U.S. Agent”) in respect of the U.S. facility provided therein and Wells Fargo Bank, National Association, Canadian Branch, as administrative agent (the “Prior Canadian Agent”) in respect of the Canadian Facility provided therein. The 2019 Credit Agreement amended and restated our then-existing credit agreement in its entirety. On August 6, 2020, we entered into Amendment No. 1 to the Second Amended and Restated Credit Agreement (the “the 2020 Amendment”; the 2019 Credit Agreement, as amended by the 2020 Amendment, the “Prior Amended Credit Agreement”) with the Borrowers, Pioneer Intermediate, Inc., certain subsidiaries of the Borrowers, the lenders party thereto, the Prior U.S. Agent and the Prior Canadian Agent. The facility provided pursuant to the Prior Amended Credit Agreement is referred to herein as the “Prior Senior Secured Credit Facility”. The Prior Senior Secured Credit Facility consisted of a senior secured revolving credit facility in an aggregate principal amount of $ 25.0 million made available to Pioneer, of which up to $ 2.5 million was available for letters of credit and up to $ 2.5 million was available for swingline loans. NCS Canada could borrow under the Prior Senior Secured Credit Facility , subject to a $ 15.0 million sublimit. Total borrowings available to the Borrowers under the Prior Senior Secured Credit Facility were limited subject to a borrowing base calculated on eligible receivables, which did not include receivables at Repeat Precision. As of December 31, 2021, we had no outstanding indebtedness under the Prior Senior Secured Credit Facility, and we utilized letter of credit commitments of less than $ 0.1 million. Borrowings under the Prior Senior Secured Credit Facility could 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 Prior Amended Credit Agreement). Such advances bore interest at the Adjusted Base Rate or at the Eurocurrency Rate (each as defined in the Prior Amended Credit Agreement) plus an applicable interest margin between 2.75 % and 3.75 %, depending on our leverage ratio . We incurred interest expense related to the Prior Senior Secured Credit Facility, including commitment fees, of $ 28 thousand for the three months ended September 30, 2021 and $ 47 thousand and $ 0.1 million for the nine months ended September 30, 2022 and 2021, respectively. We incurred no interest expense, including commitment fees, pursuant to the Prior Senior Secured Credit Facility for the three months ended September 30, 2022. The obligations of the Borrowers under the Prior Senior Secured Credit Facility were 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 were 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. We capitalized direct costs of $ 1.2 million in connection with the Prior Amended Credit Agreement, which were being amortized over the term of the Prior Senior Secured Credit Facility using the straight-line method. Concurrent with our entry on May 3, 2022, into a replacement asset-based revolving credit facility discussed below, the Prior Senior Secured Credit Facility and the Prior Amended Credit Agreement were terminated. Of the unamortized remaining deferred loan costs associated with the Prior Senior Secured Credit Facility totaling $ 0.3 million, we charged $ 0.2 million to interest expense, net during the second quarter of 2022, associated with the members of the lender group who did not continue with the new facility, and deferred $ 0.1 million, along with new deferred loan costs associated with the replacement facility , to be amortized over the term of the new facility. ABL Facility On May 3, 2022, we entered into a new secured asset-based revolving credit facility (the “ABL Facility”) under which credit availability is subject to a borrowing base calculation. The ABL Facility is governed by the Credit Agreement dated as of May 3, 2022, by and between NCSH, Pioneer, NCS Multistage, LLC, NCS Canada, the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as a lender under the facility provided therein (the “Credit Agreement”). The ABL Facility consists of a revolving credit facility in an aggregate principal amount of $ 35.0 million made available to borrowers, of which up to $ 10.0 million may be made in Canadian dollars and $ 7.5 million may be made available for letters of credit. Total borrowings available to the borrowers under the ABL Facility may be limited subject to a borrowing base calculated on the sum of cash in a specified pledged account, eligible accounts receivable and eligible inventory, provided it does not include credit for the assets of Repeat Precision. Our borrowing base under the ABL Facility at September 30, 2022 was $ 23.8 million. The ABL Facility will mature on May 3, 2027 . As of September 30, 2022, we had no outstanding indebtedness under the ABL Facility. Borrowings under the ABL Facility may be made in U.S. dollars with interest calculated using either the “ABR”, the “Adjusted Daily Simple SOFR” or the “Adjusted Term SOFR Rate”, and in Canadian dollars with interest calculated using the “Canadian Prime Rate” or the “CDOR Rate” (each as defined in the Credit Agreement). Borrowings bear interest plus a margin that varies depending on our leverage ratio as follows: (i) for ABR based loans, between 1.40 % and 2.40 %, and (ii) for Adjusted Daily Simple SOFR, Adjusted Term SOFR Rate, Canadian Prime Rate, and CDOR Rate, between 2.40 % and 3.40 %. We must also pay a monthly commitment fee of 0.25 % to 0.50 % per year, based on unused commitments. The applicable interest rate at September 30, 2022 was 5.4 %. We incurred interest expense related to the ABL Facility, including commitment fees, of $ 44 thousand and $ 0.1 million for the three and nine months ended September 30, 2022. The obligations of the borrowers under the ABL Facility are guaranteed by NCSH and each of our U.S. and Canada subsidiaries (other than Repeat Precision), as well as each of our future direct and indirect subsidiaries organized under the laws of the United States or Canada (subject to certain exceptions), and are secured by substantially all of the assets of NCSH and its subsidiaries, in each case, subject to certain exceptions and permitted liens. The Credit Agreement requires, as a condition to borrowing, that available cash on hand after borrowings does not exceed $ 10.0 million. The Credit Agreement also requires us to (i) maintain, for quarters during which liquidity is less than 20 % of the aggregate revolving commitments, a fixed charge coverage ratio of at least 1.0 to 1.0 and (ii) to prepay advances to the extent that the outstanding loans and letter of credit amounts exceed the most recently calculated borrowing base. As of September 30, 2022, we were in compliance with these financial covenants. The Credit Agreement also contains customary affirmative and negative covenants, including, among other things, restrictions on the creation of liens, the incurrence of indebtedness, investments, dividends and other restricted payments, dispositions and transactions with affiliates. The Credit Agreement 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 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 Credit Agreement also have the right upon an event of default thereunder to terminate any commitments to provide further borrowings, or to provide additional financing in excess of the borrowing base limit, or to proceed against the collateral securing the ABL Facility. We capitalized direct costs of $ 1.0 million in connection with the Credit Agreement, which are being amortized over the term of the ABL Facility using the straight-line method. Amortization of the deferred financing charges of $ 0.1 million was included in interest expense, net for the three and nine months ended September 30, 2022. Repeat Precision Promissory Note On February 27, 2017, Repeat Precision entered into a promissory note with Security State Bank & Trust, Fredericksburg (the “Repeat Precision Promissory Note”). The note bears interest at a variable interest rate based on prime plus 1.00 %. The Repeat Precision Promissory Note is collateralized by certain equipment, inventory and receivables. The Repeat Precision 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 11, 2023 . 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 September 30, 2022, Repeat Precision had $ 25 thousand of outstanding indebtedness under the note. There was no outstanding indebtedness under the Repeat Precision Promissory Note at December 31, 2021. Repeat Precision’s indebtedness is not guaranteed by the other NCS entities. Finance Leases Finance leases cover buildings including an office and laboratory in Tulsa, Oklahoma, as well as facilities in Odessa, Texas. 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 | 9 Months Ended |
Sep. 30, 2022 | |
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. 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 will have a material adverse effect on our financial position, results of operations or cash flows. Employee Retention Credit As disclosed in our Annual Report, w e evaluated our eligibility for the ERC and determined that we were eligible for refundable tax credits totaling $ 3.2 million for the year ended December 31, 2021 , which included $ 0.5 million pertaining to Repeat Precision, of which $ 0.1 million is associated with credits earned for activity in 2020. Of the aggregate credits claimed during 2021, we received $ 2.1 million in 2021 and $ 0.2 million during the nine months ended September 30, 2022. We have included $ 0.9 million and $ 1.1 million, respectively, in other current receivables on our condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. See “Note 4. Other Current Receivables.” Operating Leases During the nine months ended September 30, 2022, we entered into two operating leases and renewed four others for our facilities in various locations. We recorded long-term right-of-use assets totaling approximately $ 1.2 million and corresponding operating lease liabilities. The leases have renewal terms from three to five years . |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 10. Share- Based Compensation During the nine months ended September 30, 2022, we granted 70,938 equity-classified restricted stock units (“RSUs”) with a weighted average grant date fair value of $ 42.16 . 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 February 28, 2023. The RSUs granted to the members of our Board of Directors will vest on February 28, 2023 or 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 nine months ended September 30, 2022, we granted 48,565 equivalent stock units, or cash-settled, liability-classified RSUs (“ESUs”), with a weighted average grant date fair value of $ 42.90 . 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. Since 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 February 28, 2023. The cash settled for any ESU will not exceed the maximum payout established by our Compensation, Nominating and Governance Committee of the Board of Directors. In addition, during the nine months ended September 30, 2022, we granted 17,454 performance stock unit awards (“PSUs”), which have a performance period from January 1, 2022 to December 31, 2024. The PSUs grant date fair value of $ 71.28 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 2025. 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 $ 1.0 million and $ 1.4 million for the three months ended September 30, 2022 and 2021, respectively, and $ 4.5 million and $ 5.2 million for the nine months ended September 30, 2022 and 2021, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | Note 11. 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 ( 3.1 )% and ( 33.5 )% for the three months ended September 30, 2022 and 2021, respectively, and 16.1 % and ( 0.8 )% for the nine months ended September 30, 2022 and 2021, respectively. During the three and nine months ended September 30, 2022, our ETR differed from the statutory federal income tax rate primarily due to the tax benefit recorded related to changes in valuation allowance on deferred tax assets not expected to be realized, the expense recorded for foreign taxes, and the tax expense recorded related to stock awards. D uring the three and nine months ended September 30, 2021, our ETR differed from the statutory federal tax rate primarily due to the amount recorded related to changes in the valuation allowance on deferred tax assets not expected to be realized and the tax expense recorded related to stock awards. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings (Loss) Per Common Share [Abstract] | |
Earnings (Loss) Per Common Share | Note 12. Earnings (Loss) Per Common Share The following table presents the reconciliation of the numerator and denominator for calculating earnings (loss) per common share from net income (loss) ( in thousands, except per share data) : Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Numerator Net income (loss) $ 3,964 $ 3,226 $ ( 3,243 ) $ ( 5,775 ) Less: income (loss) attributable to non-controlling interest 29 430 ( 162 ) 621 Net income (loss) attributable to NCS Multistage Holdings, Inc. $ 3,935 $ 2,796 $ ( 3,081 ) $ ( 6,396 ) Denominator Basic weighted average number of shares 2,438 2,401 2,430 2,394 Dilutive effect of stock options, RSUs and PSUs 50 44 — — Diluted weighted average number of shares 2,488 2,445 2,430 2,394 Earnings (loss) per common share Basic $ 1.61 $ 1.16 $ ( 1.27 ) $ ( 2.67 ) Diluted $ 1.58 $ 1.14 $ ( 1.27 ) $ ( 2.67 ) Potentially dilutive securities excluded as anti-dilutive 210 173 275 255 |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment and Geographic Information [Abstract] | |
Segment and Geographic Information | Note 13. Segment and Geographic Information We have determined that we operate in one reportable segment that has been identified based on how our chief operating decision maker manages our business. See “Note 2. Revenues” for our disaggregated revenue by geographic area. |
Basis of Presentation (Policy)
Basis of Presentation (Policy) | 9 Months Ended |
Sep. 30, 2022 | |
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 construction, well completions and field development strategies. We offer our products and services primarily to exploration and production companies for use in onshore and offshore 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 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, 2021 (“Annual Report”). We consolidate Repeat Precision, LLC (“Repeat Precision”), a 50 % owned entity, because NCS has a controlling voting interest. 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 described in “Note 2. Summary of Significant Accounting Policies” in our Annual Report. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Pronouncement Adopted in 2022 In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ ASU”) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , to increase transparency of disclosure regarding government assistance including the types of assistance, an entity’s method of accounting for the assistance, and the effect of the assistance on an entity’s financial statements. This standard became effective for fiscal years beginning after December 15, 2021. We adopted ASU No. 2021-10 on a prospective basis on January 1, 2022, with no material impact on our condensed consolidated financial statements . Pronouncement 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) | 9 Months Ended |
Sep. 30, 2022 | |
Revenues [Abstract] | |
Disaggregation of Revenue by Geographic Region | Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 United States Product sales $ 8,217 $ 5,324 $ 24,551 $ 18,762 Services 3,294 2,715 8,171 6,328 Total United States 11,511 8,039 32,722 25,090 Canada Product sales 25,748 15,678 54,455 36,877 Services 9,011 6,423 21,681 14,653 Total Canada 34,759 22,101 76,136 51,530 Other Countries Product sales — 227 543 1,528 Services 2,600 2,044 6,045 4,238 Total Other Countries 2,600 2,271 6,588 5,766 Total Product sales 33,965 21,229 79,549 57,167 Services 14,905 11,182 35,897 25,219 Total revenues $ 48,870 $ 32,411 $ 115,446 $ 82,386 |
Schedule of Contract Liabilities | Balance at December 31, 2021 $ 71 Additions 1,963 Revenue recognized ( 1,983 ) Balance at September 30, 2022 $ 51 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventories, Net [Abstract] | |
Schedule of Inventories | September 30, December 31, 2022 2021 Raw materials $ 1,923 $ 1,844 Work in process 280 14 Finished goods 31,912 32,059 Total inventories, net $ 34,115 $ 33,917 |
Other Current Receivables (Tabl
Other Current Receivables (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Current Receivables [Abstract] | |
Schedule of Other Current Receivables | September 30, December 31, 2022 2021 Current income tax receivables $ 2,937 $ 2,226 Employee receivables 284 238 Other receivables 1,083 2,262 Total other receivables, net $ 4,304 $ 4,726 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment by Major Asset Class | September 30, December 31, 2022 2021 Land $ 1,562 $ 1,701 Building and improvements 7,203 8,099 Machinery and equipment 17,864 18,152 Computers and software 2,026 2,256 Furniture and fixtures 706 1,037 Vehicles 257 313 Right of use assets - finance leases 10,978 10,228 Service equipment 57 244 40,653 42,030 Less: Accumulated depreciation and amortization ( 17,884 ) ( 17,752 ) 22,769 24,278 Construction in progress 594 430 Property and equipment, net $ 23,363 $ 24,708 |
Schedule of Depreciation Expense Associated Income Statement Line Items | Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Cost of sales Cost of product sales $ 344 $ 349 $ 1,068 $ 1,050 Cost of services 118 168 414 540 Selling, general and administrative expenses 420 468 1,260 1,267 Total depreciation $ 882 $ 985 $ 2,742 $ 2,857 |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Changes in Carrying Amount of Goodwill | September 30, December 31, 2022 2021 Gross value $ 177,162 $ 177,162 Accumulated impairment ( 161,940 ) ( 161,940 ) Net $ 15,222 $ 15,222 |
Schedule of Identifiable Intangibles | September 30, 2022 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 540 ) $ 3,418 Customer relationships 10 4,100 ( 2,323 ) 1,777 Total amortizable intangible assets $ 8,058 $ ( 2,863 ) $ 5,195 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 2,863 ) $ 5,243 December 31, 2021 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 346 ) $ 3,612 Customer relationships 10 4,100 ( 2,016 ) 2,084 Total amortizable intangible assets $ 8,058 $ ( 2,362 ) $ 5,696 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 2,362 ) $ 5,744 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | September 30, December 31, 2022 2021 Accrued payroll and bonus $ 3,905 $ 4,208 Property and franchise taxes accrual 421 550 Accrued other miscellaneous liabilities 1,639 1,565 Total accrued expenses $ 5,965 $ 6,323 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt [Abstract] | |
Schedule of Long-term Debt | September 30, December 31, 2022 2021 Prior Senior Secured Credit Facility $ — $ — ABL Facility — — Repeat Precision Promissory Note 25 — Finance leases 7,804 7,818 Total debt 7,829 7,818 Less: current portion ( 1,438 ) ( 1,483 ) Long-term debt $ 6,391 $ 6,335 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings (Loss) Per Common Share [Abstract] | |
Reconciliation of Numerator and Denominator for Calculating Earnings (Loss) Per Common Share from Net Income (Loss) | Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Numerator Net income (loss) $ 3,964 $ 3,226 $ ( 3,243 ) $ ( 5,775 ) Less: income (loss) attributable to non-controlling interest 29 430 ( 162 ) 621 Net income (loss) attributable to NCS Multistage Holdings, Inc. $ 3,935 $ 2,796 $ ( 3,081 ) $ ( 6,396 ) Denominator Basic weighted average number of shares 2,438 2,401 2,430 2,394 Dilutive effect of stock options, RSUs and PSUs 50 44 — — Diluted weighted average number of shares 2,488 2,445 2,430 2,394 Earnings (loss) per common share Basic $ 1.61 $ 1.16 $ ( 1.27 ) $ ( 2.67 ) Diluted $ 1.58 $ 1.14 $ ( 1.27 ) $ ( 2.67 ) Potentially dilutive securities excluded as anti-dilutive 210 173 275 255 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) | Sep. 30, 2022 |
Repeat Precision [Member] | |
Equity ownership interest, percent | 50% |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues [Abstract] | |||
Contract assets | $ 0 | $ 0 | |
Non-current contract liabilities | 0 | 0 | |
Revenue recognized from the contract liability balance | $ 400,000 | $ 1,983,000 | $ 800,000 |
Revenues (Disaggregation of Rev
Revenues (Disaggregation of Revenue by Geographic Region) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 48,870 | $ 32,411 | $ 115,446 | $ 82,386 |
Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 33,965 | 21,229 | 79,549 | 57,167 |
Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 14,905 | 11,182 | 35,897 | 25,219 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 11,511 | 8,039 | 32,722 | 25,090 |
United States [Member] | Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 8,217 | 5,324 | 24,551 | 18,762 |
United States [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,294 | 2,715 | 8,171 | 6,328 |
Canada [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 34,759 | 22,101 | 76,136 | 51,530 |
Canada [Member] | Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25,748 | 15,678 | 54,455 | 36,877 |
Canada [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,011 | 6,423 | 21,681 | 14,653 |
Other Countries [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,600 | 2,271 | 6,588 | 5,766 |
Other Countries [Member] | Product sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 227 | 543 | 1,528 | |
Other Countries [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 2,600 | $ 2,044 | $ 6,045 | $ 4,238 |
Revenues (Schedule of Contract
Revenues (Schedule of Contract Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Current Contract Liabilities [Abstract] | |||
Current contract liabilities: Beginning balance | $ 71 | ||
Additions | 1,963 | ||
Revenue recognized | $ (400) | (1,983) | $ (800) |
Current contract liabilities: Ending balance | $ 51 | $ 51 |
Inventories, Net (Schedule of I
Inventories, Net (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventories, Net [Abstract] | ||
Raw materials | $ 1,923 | $ 1,844 |
Work in process | 280 | 14 |
Finished goods | 31,912 | 32,059 |
Total inventories, net | $ 34,115 | $ 33,917 |
Other Current Receivables (Narr
Other Current Receivables (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other current receivables | $ 4,304 | $ 4,726 |
Special Oilfield Services Co. LLC [Member] | Technical Services And Assistance Agreement [Member] | ||
Other current receivables | $ 700 |
Other Current Receivables (Sche
Other Current Receivables (Schedule Of Other Current Receivables) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Current Receivables [Abstract] | ||
Current income tax receivables | $ 2,937 | $ 2,226 |
Employee receivables | 284 | 238 |
Other receivables | 1,083 | 2,262 |
Total other receivables, net | $ 4,304 | $ 4,726 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property and Equipment [Abstract] | ||||
Impairment charge of property and equipment | $ 0 | $ 0 | $ 0 | $ 0 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment by Major Asset Class) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 40,653 | $ 42,030 |
Less: Accumulated depreciation and amortization | (17,884) | (17,752) |
Property and equipment, net, excluding construction in progress | 22,769 | 24,278 |
Construction in progress | 594 | 430 |
Property and equipment, net | 23,363 | 24,708 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,562 | 1,701 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 7,203 | 8,099 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 17,864 | 18,152 |
Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,026 | 2,256 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 706 | 1,037 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 257 | 313 |
Right Of Use Assets - Finance Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 10,978 | 10,228 |
Service Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 57 | $ 244 |
Property and Equipment (Sched_2
Property and Equipment (Schedule of Depreciation Expense Associated Income Statement Line Items) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Depreciation expense | $ 882 | $ 985 | $ 2,742 | $ 2,857 |
Cost of product sales [Member] | ||||
Depreciation expense | 344 | 349 | 1,068 | 1,050 |
Cost of services [Member] | ||||
Depreciation expense | 118 | 168 | 414 | 540 |
Selling, general and administrative expenses [Member] | ||||
Depreciation expense | $ 420 | $ 468 | $ 1,260 | $ 1,267 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangibles (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||||
Goodwill | $ 15,222,000 | $ 15,222,000 | $ 15,222,000 | ||
Finite-lived intangible assets impairment charge | 0 | $ 0 | 0 | $ 0 | |
Amortization expense | 168,000 | 168,000 | 502,000 | 502,000 | |
Repeat Precision [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill impairment charge | 0 | 0 | 0 | 0 | |
Goodwill | 15,200,000 | 15,200,000 | 15,200,000 | 15,200,000 | |
Customer Relationships And Technology [Member] | |||||
Goodwill [Line Items] | |||||
Amortization expense | $ 200,000 | $ 200,000 | $ 500,000 | $ 500,000 |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangibles (Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Identifiable Intangibles [Abstract] | ||
Gross 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 8,058 | $ 8,058 |
Finite-lived intangible assets, Accumulated Amortization | (2,863) | (2,362) |
Finite-lived intangible assets, Net Balance | 5,195 | 5,696 |
Intangible Assets, Gross (Excluding Goodwill), Total | 8,106 | 8,106 |
Intangible Assets, Net (Excluding Goodwill), Total | 5,243 | 5,744 |
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 | (540) | (346) |
Finite-lived intangible assets, Net Balance | $ 3,418 | $ 3,612 |
Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 1 year | 1 year |
Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 20 years | 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 | (2,323) | (2,016) |
Finite-lived intangible assets, Net Balance | $ 1,777 | $ 2,084 |
Accrued Expenses (Narrative) (D
Accrued Expenses (Narrative) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Accrued Expenses [Abstract] | |
Annual incentive bonus, paid | $ 3,200 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Expenses [Abstract] | ||
Accrued payroll and bonus | $ 3,905 | $ 4,208 |
Property and franchise taxes accrual | 421 | 550 |
Accrued other miscellaneous liabilities | 1,639 | 1,565 |
Total accrued expenses | $ 5,965 | $ 6,323 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |||||||
May 03, 2022 USD ($) item | Feb. 27, 2017 | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Aug. 06, 2020 USD ($) | Feb. 16, 2018 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Amortization expense of deferred financing charges | $ 180,000 | $ 211,000 | |||||||
Fair Value, Inputs, Level 2 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, fair value | $ 7,100,000 | 7,100,000 | $ 7,500,000 | ||||||
Prior Senior Secured Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred loan costs | 1,200,000 | 1,200,000 | |||||||
Interest expense on debt | 200,000 | ||||||||
Unamortized deferred | $ 300,000 | ||||||||
Prior Senior Secured Credit Facility [Member] | Maximum [Member] | Letter of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit outstanding | 100,000 | ||||||||
Repeat Precision Promissory Note [Member] | Repeat Precision [Member] | February 2017 Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit outstanding | 25,000,000 | $ 25,000,000 | |||||||
Debt maturity date | Feb. 11, 2023 | ||||||||
Debt instrument, maximum borrowing capacity | $ 4,300,000 | ||||||||
Repeat Precision Promissory Note [Member] | Repeat Precision [Member] | February 2017 Note [Member] | Prime Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable interest rate | 1% | ||||||||
Amended And Restated Credit Agreement [Member] | Prior Senior Secured Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense including commitment fees | 0 | $ 28,000,000 | $ 47,000 | $ 100,000 | |||||
Amended And Restated Credit Agreement [Member] | Prior Senior Secured Credit Facility [Member] | U.S. Borrower [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||||
Line of credit outstanding | $ 0 | ||||||||
Amended And Restated Credit Agreement [Member] | Prior 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] | Prior Senior Secured Credit Facility [Member] | Swingline Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 2,500,000 | ||||||||
Amended And Restated Credit Agreement [Member] | Prior 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] | Prior 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] | Prior Senior Secured Credit Facility [Member] | Maximum [Member] | Eurocurrency Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable interest rate | 3.75% | ||||||||
ABL Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit outstanding | 0 | $ 0 | |||||||
Interest expense on debt | 44,000 | 100,000 | |||||||
Unamortized deferred | 1,000,000 | 1,000,000 | |||||||
Debt instrument, borrowing base | $ 23,800,000 | $ 23,800,000 | |||||||
Debt maturity date | May 03, 2027 | ||||||||
Interest rate, effective percentage | 5.40% | 5.40% | |||||||
Condition to borrow, maximum cash on hand after borrowings | $ 10,000,000 | $ 10,000,000 | |||||||
Fixed charge coverage ratio | item | 1 | ||||||||
Amortization expense of deferred financing charges | 100,000 | 100,000 | |||||||
ABL Facility [Member] | Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 35,000,000 | ||||||||
ABL Facility [Member] | Letter of Credit [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | 7,500,000 | ||||||||
ABL Facility [Member] | Borrowing Allowed in Canadian Dollars [Member] | Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||
ABL Facility [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee, percentage | 0.25% | ||||||||
ABL Facility [Member] | Minimum [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable interest rate | 1.40% | ||||||||
ABL Facility [Member] | Minimum [Member] | Adjusted Daily Simple SOFR, Adjusted Term SOFR Rate, Canadian Prime Rate, and CDOR Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable interest rate | 2.40% | ||||||||
ABL Facility [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee, percentage | 0.50% | ||||||||
Minimum liquidity percentage required under new financial covenants | 20% | ||||||||
ABL Facility [Member] | Maximum [Member] | Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable interest rate | 2.40% | ||||||||
ABL Facility [Member] | Maximum [Member] | Adjusted Daily Simple SOFR, Adjusted Term SOFR Rate, Canadian Prime Rate, and CDOR Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable interest rate | 3.40% | ||||||||
ABL Facility [Member] | Prior Senior Secured Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred loan costs | $ 100,000 | $ 100,000 |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Finance leases | $ 7,804 | $ 7,818 |
Total debt | 7,829 | 7,818 |
Less: current portion | (1,438) | (1,483) |
Long-term debt, less current maturities | 6,391 | 6,335 |
Repeat Precision Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt | $ 25 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) item | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Loss Contingencies [Line Items] | |||
Other current receivables | $ 4,304 | $ 4,726 | |
Number of new operating leases | item | 2 | ||
Operating lease assets | $ 4,617 | 4,809 | |
Operating lease liabilities | 3,780 | 3,779 | |
CARES Act [Member] | |||
Loss Contingencies [Line Items] | |||
Refundable tax credits amount under employee retention credit | 3,200 | $ 100 | |
Proceeds from refundable tax credits | 200 | 2,100 | |
Other current receivables | $ 900 | 1,100 | |
Various Locations [Member] | |||
Loss Contingencies [Line Items] | |||
Number of leases renewed | item | 4 | ||
Operating lease assets | $ 1,200 | ||
Various Locations [Member] | Minimum [Member] | |||
Loss Contingencies [Line Items] | |||
Operating lease, term of contract | 3 years | ||
Various Locations [Member] | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Operating lease, term of contract | 5 years | ||
Repeat Precision [Member] | CARES Act [Member] | |||
Loss Contingencies [Line Items] | |||
Refundable tax credits amount under employee retention credit | $ 500 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) item $ / shares shares | Sep. 30, 2021 USD ($) | |
Share-based compensation | $ | $ 1,000 | $ 1,400 | $ 4,500 | $ 5,200 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based compensation shares granted | 70,938 | |||
Weighted average grant date fair value | $ / shares | $ 42.16 | |||
Number of vesting equal annual installments | item | 3 | |||
Equivalent Stock Units (ESUs) [Member] | ||||
Share-based compensation shares granted | 48,565 | |||
Weighted average grant date fair value | $ / shares | $ 42.90 | |||
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% | |||
Performance Stock Unit Awards (PSUs) [Member] | 90th percentile relative TSR [Member] | ||||
Share-based compensation arrangement performance obligations, percentage | 200% | |||
Performance Stock Unit Awards (PSUs) [Member] | Performance Period from January 1, 2020 to December 31, 2023 [Member] | ||||
Share-based compensation shares granted | 17,454 | |||
Weighted average grant date fair value | $ / shares | $ 71.28 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes [Abstract] | ||||
Effective tax rate | (3.10%) | (33.50%) | 16.10% | (0.80%) |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (Reconciliation of Numerator and Denominator for Calculating Earnings (Loss) Per Common Share from Net Income (Loss)) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||||||||
Net income (loss) | $ 3,964 | $ (5,478) | $ (1,729) | $ 3,226 | $ (5,544) | $ (3,457) | $ (3,243) | $ (5,775) |
Less: income (loss) attributable to non-controlling interest | 29 | 430 | (162) | 621 | ||||
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ 3,935 | $ 2,796 | $ (3,081) | $ (6,396) | ||||
Denominator | ||||||||
Basic weighted average number of shares (in shares) | 2,438 | 2,401 | 2,430 | 2,394 | ||||
Dilutive effect of stock options, RSUs and PSUs | 50 | 44 | ||||||
Diluted weighted average number of shares (in shares) | 2,488 | 2,445 | 2,430 | 2,394 | ||||
Earnings (loss) per common share | ||||||||
Basic (in dollars per share) | $ 1.61 | $ 1.16 | $ (1.27) | $ (2.67) | ||||
Diluted (in dollars per share) | $ 1.58 | $ 1.14 | $ (1.27) | $ (2.67) | ||||
Potentially dilutive securities excluded as anti-dilutive | 210 | 173 | 275 | 255 |
Segment and Geographic Inform_2
Segment and Geographic Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Segment and Geographic Information [Abstract] | |
Number of reportable segments | 1 |