Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
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, $0.01 par value | |
Trading Symbol | NCSM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001692427 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 2,439,126 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 11,398 | $ 16,234 |
Accounts receivable—trade, net | 30,252 | 27,846 |
Inventories, net | 42,035 | 37,042 |
Prepaid expenses and other current assets | 2,342 | 2,815 |
Other current receivables | 4,037 | 3,726 |
Total current assets | 90,064 | 87,663 |
Noncurrent assets | ||
Property and equipment, net | 24,390 | 23,316 |
Goodwill | 15,222 | 15,222 |
Identifiable intangibles, net | 4,574 | 5,076 |
Operating lease assets | 5,138 | 4,515 |
Deposits and other assets | 2,057 | 2,761 |
Deferred income taxes, net | 257 | 46 |
Total noncurrent assets | 51,638 | 50,936 |
Total assets | 141,702 | 138,599 |
Current liabilities | ||
Accounts payable—trade | 9,402 | 7,549 |
Accrued expenses | 5,065 | 4,391 |
Income taxes payable | 16 | 468 |
Operating lease liabilities | 1,562 | 1,274 |
Current maturities of long-term debt | 1,755 | 1,489 |
Other current liabilities | 2,031 | 2,522 |
Total current liabilities | 19,831 | 17,693 |
Noncurrent liabilities | ||
Long-term debt, less current maturities | 6,543 | 6,437 |
Operating lease liabilities, long-term | 4,125 | 3,680 |
Accrual for legal contingencies | 40,750 | |
Other long-term liabilities | 1,281 | 1,328 |
Deferred income taxes, net | 486 | 199 |
Total noncurrent liabilities | 53,185 | 11,644 |
Total liabilities | 73,016 | 29,337 |
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, 2023 and December 31, 2022 | ||
Common stock, $0.01 par value, 11,250,000 shares authorized, 2,476,465 shares issued and 2,438,994 shares outstanding at September 30, 2023 and 2,434,809 shares issued and 2,408,474 shares outstanding at December 31, 2022 | 25 | 24 |
Additional paid-in capital | 443,759 | 440,475 |
Accumulated other comprehensive loss | (86,253) | (85,617) |
Retained deficit | (305,256) | (262,464) |
Treasury stock, at cost, 37,471 shares at September 30, 2023 and 26,335 shares at December 31, 2022 | (1,654) | (1,389) |
Total stockholders’ equity | 50,621 | 91,029 |
Non-controlling interest | 18,065 | 18,233 |
Total equity | 68,686 | 109,262 |
Total liabilities and stockholders' equity | $ 141,702 | $ 138,599 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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) | 2,476,465 | 2,434,809 |
Common stock, shares outstanding (in shares) | 2,438,994 | 2,408,474 |
Treasury stock, shares (in shares) | 37,471 | 26,335 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Revenues | $ 38,279 | $ 48,870 | $ 107,224 | $ 115,446 |
Cost of sales | ||||
Cost of sales, exclusive of depreciation and amortization expense shown below | 22,567 | 28,394 | 64,509 | 71,120 |
Selling, general and administrative expenses | 12,669 | 15,379 | 43,297 | 45,148 |
Depreciation | 1,001 | 882 | 2,892 | 2,742 |
Amortization | 168 | 168 | 502 | 502 |
Income (loss) from operations | 1,874 | 4,047 | (3,976) | (4,066) |
Other income (expense) | ||||
Interest expense, net | (27) | (204) | (447) | (794) |
Provision for litigation, net of recoveries | (98) | (42,498) | ||
Other income, net | 1,983 | 564 | 3,753 | 1,556 |
Foreign currency exchange loss, net | (157) | (563) | (79) | (562) |
Total other income (expense) | 1,701 | (203) | (39,271) | 200 |
Income (loss) before income tax | 3,575 | 3,844 | (43,247) | (3,866) |
Income tax benefit | (537) | (120) | (287) | (623) |
Net income (loss) | 4,112 | 3,964 | (42,960) | (3,243) |
Net (loss) income attributable to non-controlling interest | (296) | 29 | (168) | (162) |
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ 4,408 | $ 3,935 | $ (42,792) | $ (3,081) |
Earnings (loss) per common share | ||||
Basic earnings (loss) per common share attributable to NCS Multistage Holdings, Inc. | $ 1.78 | $ 1.61 | $ (17.33) | $ (1.27) |
Diluted earnings (loss) per common share attributable to NCS Multistage Holdings, Inc. | $ 1.77 | $ 1.58 | $ (17.33) | $ (1.27) |
Weighted average common shares outstanding | ||||
Basic | 2,479 | 2,438 | 2,469 | 2,430 |
Diluted | 2,489 | 2,488 | 2,469 | 2,430 |
Product Sales [Member] | ||||
Revenues | ||||
Revenues | $ 27,286 | $ 33,965 | $ 76,149 | $ 79,549 |
Cost of sales | ||||
Cost of sales, exclusive of depreciation and amortization expense shown below | 17,118 | 20,754 | 47,945 | 51,910 |
Services [Member] | ||||
Revenues | ||||
Revenues | 10,993 | 14,905 | 31,075 | 35,897 |
Cost of sales | ||||
Cost of sales, exclusive of depreciation and amortization expense shown below | $ 5,449 | $ 7,640 | $ 16,564 | $ 19,210 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | ||||
Net income (loss) | $ 4,112 | $ 3,964 | $ (42,960) | $ (3,243) |
Foreign currency translation adjustments, net of tax of $0 | (979) | (3,359) | (636) | (4,118) |
Comprehensive income (loss) | 3,133 | 605 | (43,596) | (7,361) |
Less: Comprehensive (loss) income attributable to non-controlling interest | (296) | 29 | (168) | (162) |
Comprehensive income (loss) attributable to NCS Multistage Holdings, Inc. | $ 3,429 | $ 576 | $ (43,428) | $ (7,199) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
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, 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) | ||||||
Beginning balance at Dec. 31, 2022 | $ 24 | 440,475 | (85,617) | (262,464) | $ (1,389) | 18,233 | 109,262 | |
Beginning balance, shares at Dec. 31, 2022 | 2,434,809 | (26,335) | ||||||
Share-based compensation | 913 | 913 | ||||||
Net income (loss) | (14,969) | (27) | (14,996) | |||||
Vesting of restricted stock | $ 1 | (1) | ||||||
Vesting of restricted stock, shares | 41,489 | |||||||
Shares withheld | $ (264) | (264) | ||||||
Shares withheld, shares | (11,086) | |||||||
Currency translation adjustment | (99) | (99) | ||||||
Ending balance at Mar. 31, 2023 | $ 25 | 441,387 | (85,716) | (277,433) | $ (1,653) | 18,206 | 94,816 | |
Ending balance, shares at Mar. 31, 2023 | 2,476,298 | (37,421) | ||||||
Beginning balance at Dec. 31, 2022 | $ 24 | 440,475 | (85,617) | (262,464) | $ (1,389) | 18,233 | 109,262 | |
Beginning balance, shares at Dec. 31, 2022 | 2,434,809 | (26,335) | ||||||
Net income (loss) | (42,960) | |||||||
Currency translation adjustment | (636) | |||||||
Ending balance at Sep. 30, 2023 | $ 25 | 443,759 | (86,253) | (305,256) | $ (1,654) | 18,065 | 68,686 | |
Ending balance, shares at Sep. 30, 2023 | 2,476,465 | (37,471) | ||||||
Beginning balance at Mar. 31, 2023 | $ 25 | 441,387 | (85,716) | (277,433) | $ (1,653) | 18,206 | 94,816 | |
Beginning balance, shares at Mar. 31, 2023 | 2,476,298 | (37,421) | ||||||
Share-based compensation | 1,044 | 1,044 | ||||||
Net income (loss) | (32,231) | 155 | (32,076) | |||||
Currency translation adjustment | 442 | 442 | ||||||
Ending balance at Jun. 30, 2023 | $ 25 | 442,431 | (85,274) | (309,664) | $ (1,653) | 18,361 | 64,226 | |
Ending balance, shares at Jun. 30, 2023 | 2,476,298 | (37,421) | ||||||
Share-based compensation | 1,328 | 1,328 | ||||||
Net income (loss) | 4,408 | (296) | 4,112 | |||||
Vesting of restricted stock | ||||||||
Vesting of restricted stock, shares | 167 | |||||||
Shares withheld | $ (1) | (1) | ||||||
Shares withheld, shares | (50) | |||||||
Currency translation adjustment | (979) | (979) | ||||||
Ending balance at Sep. 30, 2023 | $ 25 | $ 443,759 | $ (86,253) | $ (305,256) | $ (1,654) | $ 18,065 | $ 68,686 | |
Ending balance, shares at Sep. 30, 2023 | 2,476,465 | (37,471) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (42,960) | $ (3,243) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,394 | 3,244 |
Amortization of deferred loan costs | 153 | 180 |
Write-off of deferred loan costs | 196 | |
Share-based compensation | 4,198 | 4,490 |
Provision for inventory obsolescence | 256 | 1,885 |
Deferred income tax expense | 147 | 109 |
Gain on sale of property and equipment | (423) | (339) |
Provision for (recovery of) credit losses | 112 | (60) |
Provision for litigation, net of recoveries | 42,498 | |
Proceeds from note receivable | 338 | 474 |
Changes in operating assets and liabilities: | ||
Accounts receivable—trade | (2,593) | (12,534) |
Inventories, net | (6,356) | (4,013) |
Prepaid expenses and other assets | 544 | 1,868 |
Accounts payable—trade | 2,824 | 2,274 |
Accrued expenses | (1,025) | (161) |
Other liabilities | (2,334) | (2,509) |
Income taxes receivable/payable | (219) | (897) |
Net cash used in operating activities | (1,446) | (9,036) |
Cash flows from investing activities | ||
Purchases of property and equipment | (1,704) | (768) |
Purchase and development of software and technology | (263) | (78) |
Proceeds from sales of property and equipment | 454 | 406 |
Net cash used in investing activities | (1,513) | (440) |
Cash flows from financing activities | ||
Payments on finance leases | (1,159) | (1,090) |
Line of credit borrowings | 11,702 | 10,214 |
Payments of line of credit borrowings | (11,758) | (10,189) |
Treasury shares withheld | (265) | (382) |
Payment of deferred loan cost related to ABL facility | (940) | |
Net cash used in financing activities | (1,480) | (2,387) |
Effect of exchange rate changes on cash and cash equivalents | (397) | (428) |
Net change in cash and cash equivalents | (4,836) | (12,291) |
Cash and cash equivalents beginning of period | 16,234 | 22,168 |
Cash and cash equivalents end of period | 11,398 | 9,877 |
Noncash investing and financing activities | ||
Assets obtained in exchange for new finance lease liabilities | 1,665 | 1,477 |
Assets obtained in exchange for new operating lease liabilities | $ 1,791 | $ 1,205 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
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 both in onshore and offshore wells. We operate through service facilities principally located in Houston and Odessa, Texas; Tulsa, Oklahoma; 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, 2022 (“Annual Report”). We consolidate Repeat Precision, LLC and its subsidiary (“Repeat Precision”), a 50 % owned entity, with operations in the United States and Mexico , 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 Pronouncement 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 of 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 SRCs began during the first interim period of fiscal years after December 15, 2022. NCS qualifies as an SRC. We adopted ASU No. 2016-13 on January 1, 2023, with no material impact on our condensed consolidated financial statements . |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 2022 2023 2022 United States Product sales $ 5,200 $ 8,217 $ 20,202 $ 24,551 Services 2,812 3,294 8,511 8,171 Total United States 8,012 11,511 28,713 32,722 Canada Product sales 21,531 25,748 54,062 54,455 Services 6,613 9,011 19,074 21,681 Total Canada 28,144 34,759 73,136 76,136 Other Countries Product sales 555 — 1,885 543 Services 1,568 2,600 3,490 6,045 Total Other Countries 2,123 2,600 5,375 6,588 Total Product sales 27,286 33,965 76,149 79,549 Services 10,993 14,905 31,075 35,897 Total revenues $ 38,279 $ 48,870 $ 107,224 $ 115,446 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 presents the current contract liabilities as of September 30, 2023 and December 31, 2022 (in thousands): Balance at December 31, 2022 $ 51 Additions 423 Revenue recognized ( 5 ) Balance at September 30, 2023 $ 469 We currently do no t have any contract assets or non-current contract liabilities. Our contract liability as of September 30, 2023 and December 31, 2022 is included in current liabilities on the 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 less than $ 0.1 million and $ 0.4 million for the three months ended September 30, 2023 and 2022, respectively, and less than $ 0.1 million and $ 2.0 million for the nine months ended September 30, 2023 and 2022, 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, 2023 | |
Inventories, Net [Abstract] | |
Inventories, Net | Note 3. Inventories, net Inventories consist of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, 2023 2022 Raw materials $ 2,957 $ 2,135 Work in process 4 38 Finished goods 39,074 34,869 Total inventories, net $ 42,035 $ 37,042 |
Other Current Receivables
Other Current Receivables | 9 Months Ended |
Sep. 30, 2023 | |
Other Current Receivables [Abstract] | |
Other Current Receivables | Note 4. Other Current Receivables Other current receivables consist of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, 2023 2022 Current income tax receivables $ 1,074 $ 1,868 Employee receivables 253 354 Other receivables 2,710 1,504 Total other current receivables $ 4,037 $ 3,726 Employee receivables primarily consist of 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 primary components of the other receivables balances include $ 1.9 million due as of September 30, 2023, pursuant to a research and development contract, for which there is a corresponding accounts payable related to outside service provider costs incurred, as well as amounts associated with U.S. employee retention credit (“ERC”) claims totaling $ 0.9 million at December 31, 2022, of which $ 0.7 million was collected in September 2023, along with $ 0.1 million of interest, with a remaining receivable of $ 0.1 million at September 30, 2023. In addition, we had a $ 0.7 million receivable at December 31, 2022 associated with our technical services and assistance agreement with Special Oilfield Services Co., LLC. This receivable, net of withholding tax, was collected in June 2023. In 2023, we began recording the receivable earned associated with this technical services and assistance agreement quarterly, for which the receivable totaled $ 0.5 million as of September 30, 2023. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and December 31, 2022 (in thousands): September 30, December 31, 2023 2022 Land $ 1,589 $ 1,592 Building and improvements 7,420 7,462 Machinery and equipment 19,401 18,156 Computers and software 2,344 2,107 Furniture and fixtures 707 748 Vehicles 273 262 Right of use assets - finance leases 12,423 11,231 Service equipment 57 57 44,214 41,615 Less: Accumulated depreciation and amortization ( 20,740 ) ( 18,844 ) 23,474 22,771 Construction in progress 916 545 Property and equipment, net $ 24,390 $ 23,316 The following table presents the depreciation expense associated with the respective income statement line items for the three and nine months ended September 30, 2023 and 2022 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Cost of sales Cost of product sales $ 414 $ 344 $ 1,158 $ 1,068 Cost of services 144 118 443 414 Selling, general and administrative expenses 443 420 1,291 1,260 Total depreciation $ 1,001 $ 882 $ 2,892 $ 2,742 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. As of September 30, 2023, we evaluated potential triggering events, including the Texas Matter discussed in “Note 9. Commitments and Contingencies” and the decline in the quoted price of our common stock. However, we determined that there were no triggering events that indicated potential impairment of our property and equipment for the three and nine months ended September 30, 2023 and 2022, respectively, and accordingly no impairment loss has been recorded. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangibles | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 2022 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, 2023 and 2022, we did not identify any triggering events for Repeat Precision, our only reportable unit with goodwill, that would indicate potential impairment. Therefore, no goodwill impairment has been recorded for the three and nine months ended September 30, 2023 and 2022, respectively. Identifiable intangibles by major asset class consist of the following (in thousands) : September 30, 2023 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 798 ) $ 3,160 Customer relationships 10 4,100 ( 2,734 ) 1,366 Total amortizable intangible assets $ 8,058 $ ( 3,532 ) $ 4,526 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 3,532 ) $ 4,574 December 31, 2022 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 604 ) $ 3,354 Customer relationships 10 4,100 ( 2,426 ) 1,674 Total amortizable intangible assets $ 8,058 $ ( 3,030 ) $ 5,028 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 3,030 ) $ 5,076 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, 2023 and 2022 and $ 0.5 million for each of the nine months ended September 30, 2023 and 2022, respectively. Identifiable intangibles are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. As of September 30, 2023, we evaluated potential triggering events, including the Texas Matter discussed in “Note 9. Commitments and Contingencies” and the decline in the quoted price of our common stock. However, we determined that there were no triggering events which indicated potential impairment of our intangibles, which are substantially related to our Repeat Precision asset group. Therefore, we did no t record any impairment charges related to our identifiable intangibles for the three and nine months ended September 30, 2023 and 2022. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 7. Accrued Expenses Accrued expenses consist of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, 2023 2022 Accrued payroll and bonus $ 2,342 $ 3,227 Property and franchise taxes accrual 292 340 Severance and other termination benefits 473 — Accrual for legal contingencies (See Note 9) 1,743 — Accrued other miscellaneous liabilities 215 824 Total accrued expenses $ 5,065 $ 4,391 In June 2023, we implemented efforts to streamline our tracer diagnostics operations, which involved employee terminations or relocations, as well as the consolidation of certain leased facilities. Similarly, Repeat Precision consolidated its two manufacturing facilities in Mexico. In connection with these efforts, we recognized severance and moving costs totaling $ 0.1 million and $ 0.4 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2023, we have no t recognized any lease termination costs associated with these efforts, but we may incur such costs in the future if we decide to terminate the operating leases or cannot sublet the facilities. Repeat Precision has agreed to sublet the former facility in Mexico beginning in October 2023. In July 2023, an executive officer and NCS agreed that he would leave his position. In connection therewith and pursuant to an employment agreement, we incurred severance and other charges of $ 1.0 million in July 2023. Of these charges, $ 0.4 million represents the acceleration of expense recognition under stock-based compensation arrangements because these long-term incentive awards will continue to vest in accordance with the underlying agreements, but there is no further service requirement. The cash payments to the former executive of $ 0.6 million commenced in July 2023 and we paid $ 0.1 million for the quarter ended September 30, 2023, resulting in a remaining severance and other termination benefits accrual of $ 0.5 million as of September 30, 2023. We expect this severance and other termination benefits liability to be fully paid by July 2024. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt [Abstract] | |
Debt | Note 8. Debt Our long-term debt consists of the following as of September 30, 2023 and December 31, 2022 (in thousands): September 30, December 31, 2023 2022 ABL Facility $ — $ — Repeat Precision Promissory Note — 56 Finance leases 8,298 7,870 Total debt 8,298 7,926 Less: current portion ( 1,755 ) ( 1,489 ) Long-term debt $ 6,543 $ 6,437 The estimated fair value of total debt as of September 30, 2023 and December 31, 2022 was $ 7.0 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 September 30, 2023 was $ 19.7 million. The ABL Facility will mature on May 3, 2027 . As of September 30, 2023 and December 31, 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, 2023 was 7.7 %. We incurred interest expense related to the ABL Facility, including commitment fees, of less than $ 0.1 million for each of the three months ended September 30, 2023 and 2022 and $ 0.2 million and $ 0.1 million for the nine months ended September 30, 2023 and 2022, respectively. 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 September 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 for each of the three months ended September 30, 2023 and 2022 and $ 0.2 million and $ 0.1 million for the nine months ended September 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 has a one year term that has been renewed several times and is scheduled to mature on August 10, 2024 . The note bears interest at a variable interest rate based on prime plus 1.00 %. The applicable interest rate at September 30, 2023 was 9.5 %. 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 September 30, 2023, there was no outstanding indebtedness under the promissory note. As of December 31, 2022, Repeat Precision had $ 0.1 million of outstanding indebtedness under the promissory 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 , and certain operating equipment and software . 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, 2023 | |
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. Texas Matter NCS was a defendant in a lawsuit in the District Court of Winkler County, Texas, for which the trial began in late April 2023 (the “Texas Matter”). The lawsuit was filed in September 2019 by plaintiffs Boyd & McWilliams Energy Group, Inc. et. al. claiming damage to their wells in 2018 resulting from an alleged product defect related to components provided by a third-party supplier. On May 2, 2023, the jury returned a verdict against us, and included damages figures in favor of the plaintiff for $ 17.5 million and up to $ 42.5 million, net of amounts owed to us. On May 15, 2023, a judgment was rendered which awarded the plaintiffs total damages of $ 42.5 million, inclusive of pre-judgment interest, further subject to court costs and post-judgment interest. We believe that existing established case law supports a strong ground to appeal the judgment with regards to the proper measure of damages. We intend to appeal the judgment and believe we have strong arguments that may lead to a reversal of some or all the awarded damages. In addition, we expect a large portion, up to all, of any resultant liability to be covered by our insurance carrier. The parties in the Texas Matter, including our insurance carrier, attended a mediation meeting in late August 2023. While no agreement has yet been reached, all parties have continued with settlement negotiations. If the Texas Matter is not settled through the mediation effort, the appeals process could take more than a year and could result in a new trial or further appeals, which may not conclude for several years thereafter. As of September 30, 2023, we have accrued a provision for litigation of $ 40.8 million associated with the Texas Matter. This represents the total judgment rendered plus court costs, net of $ 2.0 million previously paid by our insurance carrier to the plaintiff. The judgment in the Texas Matter also included an award of post-judgment interest, to be calculated at 8 %, compounded annually, until payment of the final judgment. This post-judgment interest totals approximately $ 1.2 million for the period May 16, 2023 through September 30, 2023. H owever, in light of mediation discussions, NCS’s intent to appeal the matter if not settled at a mutually-agreed amount that aligns with a more appropriate measure of damages, and the expectation that a large portion, up to all post-judgment interest will be covered by our insurance provider, we do not believe the payment of this post-judgment interest is probable, and therefore, have no t accrued this amount as of September 30, 2023. If we successfully appeal or settle the Texas Matter for an amount less than the total judgment, we will reduce our accrual for legal contingencies and reverse such portion of the provision for litigation expense during the applicable period. Conversely, we could increase the accrual for legal contingencies and corresponding provision for liabilities if we determined that the payment of post-judgment interest is probable or if there are additional court fees associated with the Texas Matter. Further, except as noted above for the amounts previously paid by our insurance carrier in the Texas Matter , we have no t recognized expected but unpaid insurance recoveries as an asset or an offsetting benefit to the provision for legal contingencies as of September 30, 2023. Any such insurance proceeds will reduce our accrual for legal contingencies and reverse such portion of the provision for litigation expense in the period received or when determined to be realizable. Wyoming Matter NCS was the defendant in a lawsuit in a state district court in Wyoming, which settled in August 2023 (the “Wyoming Matter”). The claim related to an alleged service issue by our personnel during completion operations. The parties agreed to a settlement that included a payment to the plaintiff of $ 2.0 million, which was paid on NCS’s behalf under a policy of insurance and NCS received $ 0.6 million as reimbursement of unpaid invoices from the plaintiff. During the three months ended September 30, 2023, we reversed our previous accrual for this legal contingency of $ 1.7 million, and we recorded the benefit from payment of the aged invoices as other income in the accompanying condensed consolidated statement of operations. Canada Patent Matters On July 24, 2018, we filed a patent infringement lawsuit seeking unspecified damages against Kobold Corporation, Kobold Completions Inc. and 2039974 Alberta Ltd. (“Kobold”) in the Federal Court of Canada (“Canada Court”), alleging that Kobold’s fracturing tools and methods infringe on several of our Canadian patents. On July 12, 2019, Kobold filed a counterclaim seeking unspecified damages alleging that our fracturing tools and methods infringe on their patent. The patent infringement litigation against Kobold and their counterclaim was heard in early 2022. On October 10, 2023, the judge rendered a decision against us holding that our asserted patents are invalid and that we are infringing the Kobold asserted patent. The Canada Court ordered us to pay Kobold approximately $ 1.7 million ($ 2.4 million in Canadian dollars) in costs and disbursements, as well as taxes payable thereon, and granted an injunction prohibiting us from any further infringement of their patent. This amount is included in provision for litigation in the accompanying condensed consolidated statement of operations and in our accrued expenses in the accompanying condensed unaudited balance sheet. See “Note 7. Accrued Expenses”. We believe that applicable law supports strong grounds to appeal the decision by the Canada Court as well as to reduce the costs award significantly. We intend to appeal the judgment and believe we have strong arguments that may lead to a reversal of substantial portions of the decision. In addition, we do not know what damages, if any, the Canada Court will award to Kobold as the damages portion was bifurcated and will likely be heard by the Canada Court only after we complete our appeal of the liability phase. We expect the appeal to be heard in late 2024, and a decision granted in early to mid-2025. If we do not prevail in the appeal phase, we would expect any damages awarded to be more modest because of the relative ease and minimal cost in implementing changes to our product to comply with the injunction, with such changes having resulted to date in insignificant commercial impact . On April 6, 2020, Kobold filed a separate patent infringement lawsuit seeking unspecified damages against us in Canadian Court, alleging that our fracturing tools infringe on their Canadian patents. In the summary judgment phase, we have successfully dismissed some of the asserted products. However, we were not able to dismiss all of the claims because there remained factual determinations that were not possible in a summary judgment proceeding for our other products. We believe we have strong arguments of invalidity and non-infringement in this matter. This patent infringement litigation has not yet been assigned a trial date. Other Patent Matters In connection with our patent infringement jury verdict against Nine Energy Services, Inc. (“Nine”), the Western District of Texas, Waco Division (“Waco District Court”) entered final judgment in June 2022 and awarded NCS approximately $ 0.5 million in damages for Nine’s infringement of U.S. Patent No. 10,465,445 (“the ’445 Patent”). At a hearing in December 2022, the Waco District Court announced it would be awarding hundreds of thousands of dollars in supplemental damages, interest, and costs and ordered Nine to pay an ongoing royalty for the sale of infringing casing flotation devices for the life of the ’445 Patent. In addition, in August 2022 in connection with our patent infringement jury verdict against TCO AS, the jury awarded NCS approximately $ 1.9 million in damages for TCO AS’s infringement of the ’445 Patent. The Waco District Court has entered the final judgment in that case, and we are seeking an award of ongoing royalties for TCO AS’s continued post-judgment infringement, supplemental damages, interest, and cost. Both cases remain subject to appeal. Therefore, we have not recorded any potential gain contingencies associated with these matters in the accompanying condensed consolidated statements of operations. In accordance with GAAP, we accrue for contingencies where the occurrence of a material loss is probable and can be reasonably estimated. Our legal contingencies may increase or decrease, on a matter-by-matter basis, to account for future developments. Although the outcome of any legal proceeding cannot be predicted with any certainty, 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 each matter. Operating Leases In April 2023, we relocated to a new facility in Red Deer, Alberta, Canada, for which we recorded an operating lease right of use asset and leasehold improvement and corresponding liability of $ 1.7 million. This operating lease has a term of approximately five years . |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 10. Share- Based Compensation During the nine months ended September 30, 2023, we granted 81,021 equity-classified restricted stock units (“RSUs”) with a weighted average grant date fair value of $ 24.49 . We account for RSUs granted to employees at fair value, 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 or around the anniversary of the date of grant. The RSUs granted to the members of our Board of Directors generally vest on the one year anniversary of the grant date and 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, 2023, we granted 90,041 equivalent stock units, or cash-settled, liability-classified RSUs (“ESUs”), with a weighted average grant date fair value of $ 24.49 . 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 generally vest and settle over a period of three equal annual installments beginning on or around 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 of the Board of Directors. In addition, during the nine months ended September 30, 2023, we granted 13,681 performance stock unit awards (“PSUs”), which have a performance period from January 1, 2023 to December 31, 2025. The PSUs grant date fair value of $ 36.02 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 associated with the March 2023 award will settle for between zero and two shares of our common stock in the first quarter of 2026. 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 $ 1.7 million and $ 1.0 million for the three months ended September 30, 2023 and 2022, respectively, and $ 4.2 million and $ 4.5 million for the nine months ended September 30, 2023 and 2022, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
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 ( 15.0 )% and ( 3.1 )% for the three months ended September 30, 2023 and 2022, respectively , and 0.7 % and 16.1 % for the nine months ended September 30, 2023 and 2022, respectively . During these periods, our ETR differed from the statutory federal income tax rate primarily due to the tax effects of changes in valuation allowance on deferred tax assets not expected to be realized and the tax expense recorded related to stock awards and foreign taxes. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 2022 2023 2022 Numerator Net income (loss) $ 4,112 $ 3,964 $ ( 42,960 ) $ ( 3,243 ) Less: (loss) income attributable to non-controlling interest ( 296 ) 29 ( 168 ) ( 162 ) Net income (loss) attributable to NCS Multistage Holdings, Inc. $ 4,408 $ 3,935 $ ( 42,792 ) $ ( 3,081 ) Denominator Basic weighted average number of shares 2,479 2,438 2,469 2,430 Dilutive effect of stock options, RSUs and PSUs 10 50 — — Diluted weighted average number of shares 2,489 2,488 2,469 2,430 Earnings (loss) per common share Basic $ 1.78 $ 1.61 $ ( 17.33 ) $ ( 1.27 ) Diluted $ 1.77 $ 1.58 $ ( 17.33 ) $ ( 1.27 ) Potentially dilutive securities excluded as anti-dilutive 114 210 147 275 |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 | |
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 both in onshore and offshore wells. We operate through service facilities principally located in Houston and Odessa, Texas; Tulsa, Oklahoma; 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, 2022 (“Annual Report”). We consolidate Repeat Precision, LLC and its subsidiary (“Repeat Precision”), a 50 % owned entity, with operations in the United States and Mexico , 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 Pronouncement | Recent Accounting Pronouncement 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 of 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 SRCs began during the first interim period of fiscal years after December 15, 2022. NCS qualifies as an SRC. We adopted ASU No. 2016-13 on January 1, 2023, with no material impact on our condensed consolidated financial statements . |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenues [Abstract] | |
Disaggregation of Revenue by Geographic Region | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 United States Product sales $ 5,200 $ 8,217 $ 20,202 $ 24,551 Services 2,812 3,294 8,511 8,171 Total United States 8,012 11,511 28,713 32,722 Canada Product sales 21,531 25,748 54,062 54,455 Services 6,613 9,011 19,074 21,681 Total Canada 28,144 34,759 73,136 76,136 Other Countries Product sales 555 — 1,885 543 Services 1,568 2,600 3,490 6,045 Total Other Countries 2,123 2,600 5,375 6,588 Total Product sales 27,286 33,965 76,149 79,549 Services 10,993 14,905 31,075 35,897 Total revenues $ 38,279 $ 48,870 $ 107,224 $ 115,446 |
Schedule of Contract Liabilities | Balance at December 31, 2022 $ 51 Additions 423 Revenue recognized ( 5 ) Balance at September 30, 2023 $ 469 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventories, Net [Abstract] | |
Schedule of Inventories | September 30, December 31, 2023 2022 Raw materials $ 2,957 $ 2,135 Work in process 4 38 Finished goods 39,074 34,869 Total inventories, net $ 42,035 $ 37,042 |
Other Current Receivables (Tabl
Other Current Receivables (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Current Receivables [Abstract] | |
Schedule of Other Current Receivables | September 30, December 31, 2023 2022 Current income tax receivables $ 1,074 $ 1,868 Employee receivables 253 354 Other receivables 2,710 1,504 Total other current receivables $ 4,037 $ 3,726 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment by Major Asset Class | September 30, December 31, 2023 2022 Land $ 1,589 $ 1,592 Building and improvements 7,420 7,462 Machinery and equipment 19,401 18,156 Computers and software 2,344 2,107 Furniture and fixtures 707 748 Vehicles 273 262 Right of use assets - finance leases 12,423 11,231 Service equipment 57 57 44,214 41,615 Less: Accumulated depreciation and amortization ( 20,740 ) ( 18,844 ) 23,474 22,771 Construction in progress 916 545 Property and equipment, net $ 24,390 $ 23,316 |
Schedule of Depreciation Expense Associated Income Statement Line Items | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Cost of sales Cost of product sales $ 414 $ 344 $ 1,158 $ 1,068 Cost of services 144 118 443 414 Selling, general and administrative expenses 443 420 1,291 1,260 Total depreciation $ 1,001 $ 882 $ 2,892 $ 2,742 |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Changes in Carrying Amount of Goodwill | September 30, December 31, 2023 2022 Gross value $ 177,162 $ 177,162 Accumulated impairment ( 161,940 ) ( 161,940 ) Net $ 15,222 $ 15,222 |
Schedule of Identifiable Intangibles | September 30, 2023 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 798 ) $ 3,160 Customer relationships 10 4,100 ( 2,734 ) 1,366 Total amortizable intangible assets $ 8,058 $ ( 3,532 ) $ 4,526 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 3,532 ) $ 4,574 December 31, 2022 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 20 $ 3,958 $ ( 604 ) $ 3,354 Customer relationships 10 4,100 ( 2,426 ) 1,674 Total amortizable intangible assets $ 8,058 $ ( 3,030 ) $ 5,028 Technology - not subject to amortization Indefinite 48 — 48 Total identifiable intangibles $ 8,106 $ ( 3,030 ) $ 5,076 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | September 30, December 31, 2023 2022 Accrued payroll and bonus $ 2,342 $ 3,227 Property and franchise taxes accrual 292 340 Severance and other termination benefits 473 — Accrual for legal contingencies (See Note 9) 1,743 — Accrued other miscellaneous liabilities 215 824 Total accrued expenses $ 5,065 $ 4,391 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt [Abstract] | |
Schedule of Long-term Debt | September 30, December 31, 2023 2022 ABL Facility $ — $ — Repeat Precision Promissory Note — 56 Finance leases 8,298 7,870 Total debt 8,298 7,926 Less: current portion ( 1,755 ) ( 1,489 ) Long-term debt $ 6,543 $ 6,437 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 2022 2023 2022 Numerator Net income (loss) $ 4,112 $ 3,964 $ ( 42,960 ) $ ( 3,243 ) Less: (loss) income attributable to non-controlling interest ( 296 ) 29 ( 168 ) ( 162 ) Net income (loss) attributable to NCS Multistage Holdings, Inc. $ 4,408 $ 3,935 $ ( 42,792 ) $ ( 3,081 ) Denominator Basic weighted average number of shares 2,479 2,438 2,469 2,430 Dilutive effect of stock options, RSUs and PSUs 10 50 — — Diluted weighted average number of shares 2,489 2,488 2,469 2,430 Earnings (loss) per common share Basic $ 1.78 $ 1.61 $ ( 17.33 ) $ ( 1.27 ) Diluted $ 1.77 $ 1.58 $ ( 17.33 ) $ ( 1.27 ) Potentially dilutive securities excluded as anti-dilutive 114 210 147 275 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) | Sep. 30, 2023 |
Repeat Precision [Member] | |
Equity ownership interest, percent | 50% |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Contract assets | $ 0 | $ 0 | ||
Non-current contract liabilities | 0 | 0 | ||
Revenue recognized from the contract liability balance | $ 400,000 | 5,000 | $ 2,000,000 | |
Maximum [Member] | ||||
Revenue recognized from the contract liability balance | $ 100,000 | $ 100,000 |
Revenues (Disaggregation of Rev
Revenues (Disaggregation of Revenue by Geographic Region) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 38,279 | $ 48,870 | $ 107,224 | $ 115,446 |
Product Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 27,286 | 33,965 | 76,149 | 79,549 |
Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 10,993 | 14,905 | 31,075 | 35,897 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 8,012 | 11,511 | 28,713 | 32,722 |
United States [Member] | Product Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,200 | 8,217 | 20,202 | 24,551 |
United States [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,812 | 3,294 | 8,511 | 8,171 |
Canada [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 28,144 | 34,759 | 73,136 | 76,136 |
Canada [Member] | Product Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 21,531 | 25,748 | 54,062 | 54,455 |
Canada [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 6,613 | 9,011 | 19,074 | 21,681 |
Other Countries [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,123 | 2,600 | 5,375 | 6,588 |
Other Countries [Member] | Product Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 555 | 1,885 | 543 | |
Other Countries [Member] | Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,568 | $ 2,600 | $ 3,490 | $ 6,045 |
Revenues (Schedule of Contract
Revenues (Schedule of Contract Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Current Contract Liabilities [Abstract] | |||
Current contract liabilities: Beginning balance | $ 51 | ||
Additions | 423 | ||
Revenue recognized | $ (400) | (5) | $ (2,000) |
Current contract liabilities: Ending balance | $ 469 |
Inventories, Net (Schedule of I
Inventories, Net (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventories, Net [Abstract] | ||
Raw materials | $ 2,957 | $ 2,135 |
Work in process | 4 | 38 |
Finished goods | 39,074 | 34,869 |
Total inventories, net | $ 42,035 | $ 37,042 |
Other Current Receivables (Narr
Other Current Receivables (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Other current receivables | $ 4,037 | $ 3,726 |
Special Oilfield Services Co. LLC [Member] | Research and Development Contract [Member] | ||
Other current receivables | 1,900 | |
Special Oilfield Services Co. LLC [Member] | Employee Retention Credit [Member] | ||
Other current receivables | 100 | 900 |
Receivables collected | 700 | |
Interest collected | 100 | |
Special Oilfield Services Co. LLC [Member] | Technical Services And Assistance Agreement [Member] | ||
Other current receivables | $ 500 | $ 700 |
Other Current Receivables (Sche
Other Current Receivables (Schedule Of Other Current Receivables) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current income tax receivables | $ 1,074 | $ 1,868 |
Other receivables | 2,710 | 1,504 |
Total other current receivables | 4,037 | 3,726 |
Employee [Member] | ||
Total other current receivables | $ 253 | $ 354 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
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, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 44,214 | $ 41,615 |
Less: Accumulated depreciation and amortization | (20,740) | (18,844) |
Property and equipment, net, excluding construction in progress | 23,474 | 22,771 |
Construction in progress | 916 | 545 |
Property and equipment, net | 24,390 | 23,316 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,589 | 1,592 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 7,420 | 7,462 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 19,401 | 18,156 |
Computer and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,344 | 2,107 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 707 | 748 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 273 | 262 |
Right Of Use Assets - Finance Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 12,423 | 11,231 |
Service Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 57 | $ 57 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Selling, general and administrative expenses | $ 443 | $ 420 | $ 1,291 | $ 1,260 |
Total depreciation | 1,001 | 882 | 2,892 | 2,742 |
Product Sales [Member] | ||||
Cost of sales | 414 | 344 | 1,158 | 1,068 |
Services [Member] | ||||
Cost of sales | $ 144 | $ 118 | $ 443 | $ 414 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangibles (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Identifiable Intangibles [Abstract] | ||||
Goodwill impairment charge | $ 0 | $ 0 | $ 0 | $ 0 |
Finite-lived intangible assets impairment charge | 0 | 0 | 0 | 0 |
Amortization expense | $ 168,000 | $ 168,000 | $ 502,000 | $ 502,000 |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangibles (Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 8,058 | $ 8,058 |
Finite-lived intangible assets, Accumulated Amortization | (3,532) | (3,030) |
Total | 4,526 | 5,028 |
Intangible Assets, Gross (Excluding Goodwill), Total | 8,106 | 8,106 |
Intangible Assets, Net (Excluding Goodwill), Total | 4,574 | 5,076 |
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 | (798) | (604) |
Total | $ 3,160 | $ 3,354 |
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 | (2,734) | (2,426) |
Total | $ 1,366 | $ 1,674 |
Accrued Expenses (Narrative) (D
Accrued Expenses (Narrative) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2023 USD ($) | Jun. 30, 2023 item | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Accrued expenses | $ 5,065 | $ 5,065 | $ 4,391 | ||
Mexico [Member] | Repeat Precision [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of manufacturing facility | item | 2 | ||||
Severance and other costs | 100 | 400 | |||
Lease termination costs | 0 | ||||
Executive Officer [Member] | Employee Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance and other costs | $ 1,000 | ||||
Acceleration of expense recognition under stock-based compensation | 400 | ||||
Restructuring reserve | $ 600 | 500 | $ 500 | ||
Cash payments | $ 100 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses [Abstract] | ||
Accrued payroll and bonus | $ 2,342 | $ 3,227 |
Property and franchise taxes accrual | 292 | 340 |
Severance and other termination benefits | 473 | |
Accrual for legal contingencies (See Note 9) | 1,743 | |
Accrued other miscellaneous liabilities | 215 | 824 |
Total accrued expenses | $ 5,065 | $ 4,391 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||||
Feb. 16, 2018 USD ($) | Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||
Amortization expense of deferred financing charges | $ 153,000 | $ 180,000 | ||||
Fair Value, Inputs, Level 2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, fair value | $ 7,000,000 | 7,000,000 | $ 6,800,000 | |||
ABL Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit outstanding | 0 | 0 | 0 | |||
Unamortized deferred | 1,000,000 | 1,000,000 | ||||
Debt instrument, borrowing base | $ 19,700,000 | $ 19,700,000 | ||||
Debt maturity date | May 03, 2027 | |||||
Interest rate, effective percentage | 7.70% | 7.70% | ||||
Credit commitment fee amount | $ 200,000 | |||||
Condition to borrow, maximum cash on hand after borrowings | $ 10,000,000 | $ 10,000,000 | ||||
Fixed charge coverage ratio | item | 1 | 1 | ||||
Amortization expense of deferred financing charges | $ 100,000 | $ 100,000 | $ 200,000 | 100,000 | ||
ABL Facility [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 35,000,000 | 35,000,000 | ||||
ABL Facility [Member] | Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 7,500,000 | 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 | $ 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% | |||||
Credit commitment fee amount | 100,000 | $ 100,000 | $ 100,000 | |||
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% | |||||
Repeat Precision Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit outstanding | $ 0 | $ 0 | $ 100,000 | |||
Debt instrument variable interest rate | 1% | |||||
Debt maturity date | Aug. 10, 2024 | |||||
Interest rate, effective percentage | 9.50% | 9.50% | ||||
Debt instrument, maximum borrowing capacity | $ 4,300,000 |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance leases | $ 8,298 | $ 7,870 |
Total debt | 8,298 | 7,926 |
Less: current portion | (1,755) | (1,489) |
Long-term debt | 6,543 | 6,437 |
Repeat Precision Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt | $ 56 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) $ in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||||||
Oct. 10, 2023 USD ($) | Oct. 10, 2023 CAD ($) | May 15, 2023 USD ($) | May 02, 2023 USD ($) | Aug. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Apr. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |||||||||||
Provision for litigation, net of recoveries | $ 98 | $ 42,498 | |||||||||
Operating lease right-of-use assets | 5,138 | $ 5,138 | 5,138 | $ 1,700 | $ 4,515 | ||||||
Operating lease, term of contract | 5 years | ||||||||||
Texas Matter [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Provision for litigation, net of recoveries | $ 40,800 | ||||||||||
Award of post-judgment interest rate | 8% | ||||||||||
Award of post-judgment interest amount | 1,200 | ||||||||||
Award of post-judgment interest accrued | 0 | 0 | $ 0 | ||||||||
Unpaid insurance recoveries recognized | 0 | $ 0 | 0 | ||||||||
Texas Matter [Member] | Damages from Product Defects [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount awarded to other party | $ 42,500 | $ 17,500 | |||||||||
Texas Matter [Member] | Insurance Claims [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, paid by insurance carrier | 2,000 | ||||||||||
Texas Matter [Member] | Maximum [Member] | Damages from Product Defects [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount awarded to other party | $ 42,500 | ||||||||||
Wyoming Matter [Member] | Alleged Service Issue [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Reversal of accrual of legal contingency | $ 1,700 | ||||||||||
Wyoming Matter [Member] | Insurance Claims [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Loss contingency, paid by insurance carrier | 2,000 | ||||||||||
Nine Patent Infringement [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount awarded from other party | $ 500 | ||||||||||
TCO AS Patent Infringement [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount awarded from other party | $ 1,900 | ||||||||||
Subsequent Events [Member] | Patent Infringement [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Amount awarded to other party | $ 1,700 | $ 2,400 | |||||||||
Services [Member] | Wyoming Matter [Member] | Alleged Service Issue [Member] | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Proceeds from customers | $ 600 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) item $ / shares shares | Sep. 30, 2022 USD ($) | |
Share-based compensation | $ | $ 1,700 | $ 1,000 | $ 4,200 | $ 4,500 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based compensation shares granted | 81,021 | |||
Weighted average grant date fair value | $ / shares | $ 24.49 | |||
Number of vesting equal annual installments | item | 3 | |||
Restricted Stock Units (RSUs) [Member] | Board of Directors [Member] | ||||
Share-based compensation vesting period | 1 year | |||
Restricted Stock Units (RSUs) [Member] | Director [Member] | ||||
Share-based compensation arrangement, settlement period | 30 days | |||
Equivalent Stock Units (ESUs) [Member] | ||||
Share-based compensation shares granted | 90,041 | |||
Weighted average grant date fair value | $ / shares | $ 24.49 | |||
Number of vesting equal annual installments | item | 3 | |||
Performance Stock Unit Awards (PSUs) [Member] | ||||
Share-based compensation shares granted | 13,681 | |||
Weighted average grant date fair value | $ / shares | $ 36.02 | |||
Share-based compensation award service 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% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes [Abstract] | ||||
Effective tax rate | (15.00%) | (3.10%) | 0.70% | 16.10% |
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, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator | ||||||||
Net loss | $ 4,112 | $ (32,076) | $ (14,996) | $ 3,964 | $ (5,478) | $ (1,729) | $ (42,960) | $ (3,243) |
Less: (loss) income attributable to non-controlling interest | (296) | 29 | (168) | (162) | ||||
Net income (loss) attributable to NCS Multistage Holdings, Inc. | $ 4,408 | $ 3,935 | $ (42,792) | $ (3,081) | ||||
Denominator | ||||||||
Basic weighted average number of shares (in shares) | 2,479 | 2,438 | 2,469 | 2,430 | ||||
Dilutive effect of stock options, RSUs and PSUs | 10 | 50 | ||||||
Diluted weighted average number of shares (in shares) | 2,489 | 2,488 | 2,469 | 2,430 | ||||
Earnings (loss) per common share | ||||||||
Basic (in dollars per share) | $ 1.78 | $ 1.61 | $ (17.33) | $ (1.27) | ||||
Diluted (in dollars per share) | $ 1.77 | $ 1.58 | $ (17.33) | $ (1.27) | ||||
Potentially dilutive securities excluded as anti-dilutive | 114 | 210 | 147 | 275 |
Segment and Geographic Inform_2
Segment and Geographic Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2023 segment | |
Segment and Geographic Information [Abstract] | |
Number of reportable segments | 1 |