Debt | Note 8. Debt Our long-term debt consists of the following as of June 30, 2023 and December 31, 2022 (in thousands): June 30, December 31, 2023 2022 ABL Facility $ — $ — Repeat Precision Promissory Note 791 56 Finance leases 7,963 7,870 Total debt 8,754 7,926 Less: current portion ( 2,350 ) ( 1,489 ) Long-term debt $ 6,404 $ 6,437 The estimated fair value of total debt as of June 30, 2023 and December 31, 2022 was $ 7.5 million and $ 6.8 million, respectively. 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. ABL Facility On May 3, 2022, we entered into a 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 NCS Multistage Holdings, Inc. (“ NCSH”), Pioneer Investment, Inc. (“ Pioneer”), NCS Multistage, LLC, NCS Multistage Inc. (“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”). Concurrent with the entry into our Credit Agreement on May 3, 2022, our prior ABL facility was terminated as more fully described in our Annual Report . 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 receivables and eligible inventory, provided it does not include the assets of Repeat Precision. Our available borrowing base under the ABL Facility at June 30, 2023 was $ 12.6 million. The ABL Facility will mature on May 3, 2027 . As of June 30, 2023 and December 31, 2022, we had no outstanding indebtedness under the ABL Facility, except for outstanding letters of credit totaling less than $ 0.1 million as of June 30, 2023. 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 June 30, 2023 was 7.5 %. We incurred interest expense related to the ABL Facility, including commitment fees, of $ 0.1 million and less than $ 0.1 million for the three months ended June 30, 2023 and 2022 and $ 0.1 million and less than $ 0.1 million for the six months ended June 30, 2023 and 2022. The obligations of the borrowers under the ABL Facility are guaranteed by NCSH and each of our U.S. and Canadian 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 June 30, 2023, 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 and less than $ 0.1 million for the three months ended June 30, 2023 and 2022, respectively, and $ 0.1 million and less than $ 0.1 million for the six months ended June 30, 2023 and 2022, respectively, was included in interest expense, net. Repeat Precision Promissory Note On February 16, 2018, Repeat Precision entered into a promissory note for an aggregate borrowing capacity of $ 4.3 million with Security State Bank & Trust, Fredericksburg (the “Repeat Precision Promissory Note”). The Repeat Precision Promissory Note was originally scheduled to mature on February 11, 2023 but was extended to August 10, 2024 . The note bears interest at a variable interest rate based on prime plus 1.00 %. The applicable interest rate at June 30, 2023 was 9.3 %. The Repeat Precision Promissory Note is collateralized by certain equipment, inventory and receivables of Repeat Precision. 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, 2023 and December 31, 2022, Repeat Precision had $ 0.8 million and $ 0.1 million, respectively, of outstanding indebtedness under the note. Repeat Precision’s indebtedness is guaranteed by Repeat Precision and is not guaranteed by any other NCS entity. Finance Leases We lease assets under finance lease arrangements 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. |