Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 08, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Entity File Number | 001-38071 | |
Entity Registrant Name | NCS Multistage Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-1527455 | |
Entity Address, Address Line One | 19350 State Highway 249 | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77070 | |
City Area Code | 281 | |
Local Phone Number | 453-2222 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | NCSM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Central Index Key | 0001692427 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 47,166,089 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 15,485 | $ 11,243 |
Accounts receivable—trade, net | 42,007 | 41,960 |
Inventories, net | 38,592 | 39,921 |
Prepaid expenses and other current assets | 2,394 | 2,444 |
Other current receivables | 5,047 | 5,028 |
Total current assets | 103,525 | 100,596 |
Noncurrent assets | ||
Property and equipment, net | 21,132 | 32,974 |
Goodwill | 15,222 | 15,222 |
Identifiable intangibles, net | 2,848 | 45,248 |
Operating lease assets | 6,932 | 5,071 |
Deposits and other assets | 2,950 | 3,460 |
Deferred income taxes, net | 72 | 6 |
Total noncurrent assets | 49,156 | 101,981 |
Total assets | 152,681 | 202,577 |
Current liabilities | ||
Accounts payable—trade | 7,818 | 8,549 |
Accrued expenses | 3,784 | 3,451 |
Income taxes payable | 2,318 | 1,883 |
Operating lease liabilities | 2,210 | 2,052 |
Current maturities of long-term debt | 1,502 | 1,481 |
Other current liabilities | 1,692 | 2,364 |
Total current liabilities | 19,324 | 19,780 |
Noncurrent liabilities | ||
Long-term debt, less current maturities | 16,184 | 11,436 |
Operating lease liabilities, long-term | 5,248 | 3,487 |
Other long-term liabilities | 1,242 | 1,373 |
Deferred income taxes, net | 1,545 | 2,956 |
Total noncurrent liabilities | 24,219 | 19,252 |
Total liabilities | 43,543 | 39,032 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at March 31, 2020 and December 31, 2019 | ||
Common stock, $0.01 par value, 225,000,000 shares authorized, 47,387,778 shares issued and 47,157,258 shares outstanding at March 31, 2020 and 46,905,782 shares issued and 46,813,117 shares outstanding at December 31, 2019 | 474 | 469 |
Additional paid-in capital | 427,578 | 424,633 |
Accumulated other comprehensive loss | (86,060) | (80,811) |
Retained deficit | (250,578) | (199,029) |
Treasury stock, at cost; 230,520 shares at March 31, 2020 and 92,665 shares at December 31, 2019 | (803) | (652) |
Total stockholders’ equity | 90,611 | 144,610 |
Non-controlling interest | 18,527 | 18,935 |
Total equity | 109,138 | 163,545 |
Total liabilities and stockholders' equity | $ 152,681 | $ 202,577 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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) | 225,000,000 | 225,000,000 |
Common stock, shares issued (in shares) | 47,387,778 | 46,905,782 |
Common stock, shares outstanding (in shares) | 47,157,258 | 46,813,117 |
Treasury stock, shares (in shares) | 230,520 | 92,665 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||
Revenues | $ 54,550 | $ 52,850 |
Cost of sales | ||
Cost of product sales and services, exclusive of depreciation and amortization expense shown below | 30,614 | 26,763 |
Selling, general and administrative expenses | 20,835 | 23,026 |
Depreciation | 1,452 | 1,426 |
Amortization | 1,133 | 1,161 |
Change in fair value of contingent consideration | 37 | |
Impairment | 50,194 | |
(Loss) income from operations | (49,678) | 437 |
Other income (expense) | ||
Interest expense, net | (322) | (517) |
Other (expense) income, net | 158 | 73 |
Foreign currency exchange loss | 10 | (297) |
Total other expense | (154) | (741) |
Loss before income tax | (49,832) | (304) |
Income tax (benefit) expense | (925) | 9,574 |
Net loss | (48,907) | (9,878) |
Net income attributable to non-controlling interest | 2,642 | 2,088 |
Net loss attributable to NCS Multistage Holdings, Inc. | $ (51,549) | $ (11,966) |
Loss per common share | ||
Basic loss per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | $ (1.10) | $ (0.26) |
Diluted loss per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share) | $ (1.10) | $ (0.26) |
Weighted average common shares outstanding | ||
Basic | 47,049,000 | 45,974,000 |
Diluted | 47,049,000 | 45,974,000 |
Product sales [Member] | ||
Revenues | ||
Revenues | $ 39,430 | $ 37,232 |
Cost of sales | ||
Cost of product sales and services, exclusive of depreciation and amortization expense shown below | 23,448 | 16,746 |
Services [Member] | ||
Revenues | ||
Revenues | 15,120 | 15,618 |
Cost of sales | ||
Cost of product sales and services, exclusive of depreciation and amortization expense shown below | $ 7,166 | $ 10,017 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME [Abstract] | ||
Net loss | $ (48,907) | $ (9,878) |
Foreign currency translation adjustments, net of tax of $0 | (5,249) | 1,537 |
Comprehensive loss | (54,156) | (8,341) |
Less: Comprehensive income attributable to non-controlling interest | 2,642 | 2,088 |
Comprehensive loss attributable to NCS Multistage Holdings, Inc. | $ (56,798) | $ (10,429) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME [Abstract] | ||
Foreign currency translation adjustments, tax | $ 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, 2018 | $ 451 | $ 411,423 | $ (84,030) | $ (166,206) | $ (337) | $ 14,930 | $ 176,231 | |
Beginning balance, shares at Dec. 31, 2018 | 1 | 45,100,771 | ||||||
Beginning balance, Treasury Stock, shares at Dec. 31, 2018 | (28,308) | |||||||
Share-based compensation | 2,968 | 2,968 | ||||||
Net (loss) income | (11,966) | 2,088 | (9,878) | |||||
Distribution to noncontrolling interest | (600) | (600) | ||||||
Vesting of restricted stock | $ 2 | (2) | ||||||
Vesting of restricted stock, shares | 168,563 | |||||||
Shares withheld | $ (309) | (309) | ||||||
Shares withheld, shares | (54,529) | |||||||
Cemblend exchangeable shares | $ 13 | (13) | ||||||
Cemblend exchangeable shares, shares | (1) | 1,326,935 | ||||||
Proceeds from the issuance of ESPP | $ 2 | 675 | 677 | |||||
Proceeds from the issuance of ESPP, shares | 156,486 | |||||||
Currency translation adjustment | 1,537 | 1,537 | ||||||
Ending balance at Mar. 31, 2019 | $ 468 | 415,051 | (82,493) | (178,172) | $ (646) | 16,418 | 170,626 | |
Ending balance, shares at Mar. 31, 2019 | 46,752,755 | |||||||
Ending balance, Treasury Stock, shares at Mar. 31, 2019 | (82,837) | |||||||
Beginning balance at Dec. 31, 2019 | $ 469 | 424,633 | (80,811) | (199,029) | $ (652) | 18,935 | $ 163,545 | |
Beginning balance, shares at Dec. 31, 2019 | 46,905,782 | |||||||
Beginning balance, Treasury Stock, shares at Dec. 31, 2019 | (92,665) | (92,665) | ||||||
Share-based compensation | 2,950 | $ 2,950 | ||||||
Net (loss) income | (51,549) | 2,642 | (48,907) | |||||
Distribution to noncontrolling interest | (3,050) | (3,050) | ||||||
Vesting of restricted stock | $ 5 | (5) | ||||||
Vesting of restricted stock, shares | 481,996 | |||||||
Shares withheld | $ (151) | (151) | ||||||
Shares withheld, shares | (137,855) | |||||||
Currency translation adjustment | (5,249) | (5,249) | ||||||
Ending balance at Mar. 31, 2020 | $ 474 | $ 427,578 | $ (86,060) | $ (250,578) | $ (803) | $ 18,527 | $ 109,138 | |
Ending balance, shares at Mar. 31, 2020 | 47,387,778 | |||||||
Ending balance, Treasury Stock, shares at Mar. 31, 2020 | (230,520) | (230,520) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (48,907) | $ (9,878) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,585 | 2,587 |
Impairment | 50,194 | |
Amortization of deferred loan cost | 75 | 83 |
Share-based compensation | 2,883 | 3,058 |
Provision for inventory obsolescence | 237 | (98) |
Deferred income tax (benefit) expense | (1,238) | 9,136 |
Loss (gain) on sale of property and equipment | 46 | (50) |
Change in fair value of contingent consideration | 37 | |
Provision for doubtful accounts | 383 | 573 |
Payment of contingent consideration | (3,042) | |
Proceeds from note receivable | 276 | |
Changes in operating assets and liabilities: | ||
Accounts receivable—trade | (2,716) | (6,312) |
Inventories, net | (442) | (1,303) |
Prepaid expenses and other assets | (2,645) | 326 |
Accounts payable—trade | 343 | 3,462 |
Accrued expenses | 494 | (1,177) |
Other liabilities | 1,758 | (777) |
Income taxes receivable/payable | 282 | 364 |
Net cash provided by (used in) operating activities | 3,608 | (3,011) |
Cash flows from investing activities | ||
Purchases of property and equipment | (458) | (2,505) |
Purchase and development of software and technology | (491) | |
Proceeds from sales of property and equipment | 20 | 169 |
Net cash used by investing activities | (438) | (2,827) |
Cash flows from financing activities | ||
Equipment note borrowings | 835 | |
Payments on equipment note and finance leases | (432) | (1,319) |
Line of credit borrowings | 5,000 | |
Payment of contingent consideration | (6,958) | |
Treasury shares withheld | (151) | (309) |
Distribution to noncontrolling interest | (3,050) | (600) |
Proceeds from the issuance of ESPP shares | 677 | |
Net cash provided by (used in) financing activities | 1,367 | (7,674) |
Effect of exchange rate changes on cash and cash equivalents | (295) | 365 |
Net change in cash and cash equivalents | 4,242 | (13,147) |
Cash and cash equivalents beginning of period | 11,243 | 25,131 |
Cash and cash equivalents end of period | 15,485 | 11,984 |
Noncash investing and financing activities | ||
Leased assets obtained in exchange for new finance lease liabilities | 301 | 837 |
Leased assets obtained in exchange for new operating lease liabilities | $ 2,572 | $ 179 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation Nature of Business NCS Multistage Holdings, Inc., a Delaware corporation, through its wholly owned subsidiaries and subsidiaries for which we have a controlling voting interest (collectively referred to as the “Company,” “NCS,” “we,” “ our ” and “us”), is primarily engaged in providing engineered products and support services for oil and natural gas well completions and field development strategies. We offer our products and services primarily to exploration and production companies for use in onshore wells. We operate through service facilities principally located in Houston and Midland, Texas; Tulsa and Oklahoma City, Oklahoma; Billings, Montana; Morgantown, West Virginia; Calgary, Red Deer, Grande Prairie and Estevan, Canada; Neuquén, Argentina and Stavanger, Norway. Basis of Presentation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Act of 1934, as amended, issued by the Securities Exchange Commission (“SEC”) and have not been audited by our independent registered public accounting firm. The Condensed Consolidated Balance Sheet at December 31, 2019 is derived from our audited financial statements. However, certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted or condensed as permitted by the rules and regulations of the SEC, and, therefore, these interim financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 3, 2020. In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all 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. Certain reclassifications have been made to conform 2019 balances to our 2020 presentation on the condensed consolidated balance sheets. All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements. Recent Accounting Pronouncements Pronouncements Adopted in 2020 In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40) . The ASU aligns the requirements to capitalize implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements to capitalize implementation costs incurred to develop or obtain internal-use software. For public entities, this guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. We adopted ASU No. 2018-15 on a prospective basis on January 1, 2020, with no material impact on our condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) . The ASU modifies, removes and adds certain disclosure requirements on fair value measurements. For public entities, this guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted for all amendments. Further, entities may early adopt eliminated or modified disclosure requirements and delay the adoption of all new disclosure requirements until the effective date. We adopted ASU No. 2018-13 on January 1, 2020, with no material impact on our condensed consolidated financial statements. Pronouncements Not Yet Effective In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848). The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or other interest rates used globally that could be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We are currently evaluating the impact of the adoption of this guidance. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. For public entities, this guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. We are currently evaluating the impact of the adoption of this guidance. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326). This ASU introduces a new impairment model that is based on expected credit losses rather than incurred credit losses for financial instruments, including trade accounts receivable. It requires an entity to measure expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The new standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which deferred effective dates for certain ASUs. The effective date for ASU No. 2016-13 will remain the same for public business entities that are SEC filers, except for entities who are deemed smaller reporting companies (“SRC”). The effective date for all other entities, including SRCs, will begin after December 15, 2022 and interim periods within those fiscal years. NCS qualifies as a SRC. We are currently evaluating the impact of the adoption of this guidance. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 2019 United States Product sales $ 17,440 $ 19,564 Services 3,528 5,781 Total United States 20,968 25,345 Canada Product sales 20,807 16,621 Services 8,559 8,375 Total Canada 29,366 24,996 Other Countries Product sales 1,183 1,047 Services 3,033 1,462 Total Other Countries 4,216 2,509 Total Product sales 39,430 37,232 Services 15,120 15,618 Total revenues $ 54,550 $ 52,850 Contract Balances When the timing of the delivery of products and provision of services is different from the timing of the customer payments, we recognize either a contract asset (performance precedes contractual due date in connection with estimates of variable consideration) or a contract liability (customer payment precedes performance) on our condensed consolidated balance sheet. We currently do not have any contract assets or non-current contract liabilities . The following table includes the current contract liabilities as of March 31, 2020 and December 31, 2019 (in thousands): Balance at December 31, 2019 $ 59 Additions - Revenue recognized (5) Balance at March 31, 2020 $ 54 Our contract liability as of March 31, 2020 and December 31, 2019 is included in current liabilities on our condensed consolidated balance sheet. Our performance obligations for our product and service revenues are satisfied before the customer’s payment however prepayments may occasionally be required for international sales . Revenue recognized from the contract liability balance was $5 thousand and $0.5 million for the three months ended March 31, 2020 and 2019 , 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 or we recognize revenue equal to what we have the right to invoice when that amount corresponds directly with the value to the customer of our performance to date. |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2020 | |
Inventories, Net [Abstract] | |
Inventories, Net | Note 3. Inventories, net Inventories consist of the following as of March 31, 2020 and December 31, 2019 (in thousands): March 31, December 31, 2020 2019 Raw materials $ 1,788 $ 1,986 Work in process 230 523 Finished goods 36,574 37,412 Total inventories, net $ 38,592 $ 39,921 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 4. Property and Equipment Property and equipment by major asset class consist of the following as of March 31, 2020 and December 31, 2019 (in thousands): March 31, December 31, 2020 2019 Land $ 1,524 $ 2,090 Building and improvements 7,264 12,242 Machinery and equipment 16,556 21,469 Computers and software 2,397 2,694 Furniture and fixtures 1,248 1,208 Vehicles 6,400 6,385 Service equipment 244 244 35,633 46,332 Less: Accumulated depreciation and amortization (14,956) (14,333) 20,677 31,999 Construction in progress 455 975 Property and equipment, net $ 21,132 $ 32,974 The following table presents the depreciation expense associated with the following income statement line items for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Cost of sales Cost of product sales $ 709 $ 642 Cost of services 290 306 Selling, general and administrative expenses 453 478 Total depreciation $ 1,452 $ 1,426 We evaluate our property and equipment for impairment whenever changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We performed an impairment analysis to assess the recoverability of the carrying values for our property and equipment as of March 31, 2020 because we determined that a triggering event had occurred . Evidence of a triggering event included the current industry conditions , such as a reduction in global economic growth expectations, a significantly reduced demand for crude oil and refined products, the significant decline in commodity prices and the corresponding impact on future expectations of demand for our products and services primarily related to the Coronavirus disease 2019 (“ COVID-19”) pandemic as well as the resulting decline in the quoted price of our common stock . As a result of the analysis, we recorded an impairment charge of $9.7 million in our property and equipment, primarily related to our land, building and improvements and machinery and equipment, because the carrying value exceeded the estimated fair values as of March 31, 2020. There was no impairment charge recorded on our property and equipment for the three months ended March 31, 2019. |
Goodwill and Identifiable Intan
Goodwill and Identifiable Intangibles | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Goodwill and Identifiable Intangibles | Note 5. Goodwill and Identifiable Intangibles Changes in the carrying amount of goodwill are as follows (in thousands): Gross Value Accumulated Impairment Net At December 31, 2018 $ 177,115 $ (154,003) $ 23,112 Impairment — (7,937) (7,937) Currency translation adjustment 47 — 47 At December 31, 2019 $ 177,162 $ (161,940) $ 15,222 Impairment — — — At March 31, 2020 $ 177,162 $ (161,940) $ 15,222 We perform our annual impairment analysis of goodwill as of December 31, or when there is an indication an impairment may have occurred. As of March 31, 2020, we performed a quantitative impairment analysis for goodwill utilizing a market participant perspective and determined that the fair value exceeded the carrying value of our Repeat Precision reporting unit. Accordingly, t here was no impairment charge recorded for the three months ended March 31, 2020 . There was no impairment charge recorded for goodwill for the three months ended March 31, 2019. During the second quarter of 2019, we performed an impairment analysis for goodwill and determined that the carrying value of one of our reporting units exceeded its fair value. We recorded an impairment charge of $7.9 million for our tracer diagnostic services reporting unit as a result of a further deterioration in customer activity levels in North America at the time of our analysis. This resulted in lower demand for oilfield services driving a decrease in our market share and increased customer and competitor-driven pricing pressures in addition to a decline in the quoted price of our common stock. Following the impairment, our tracer diagnostic services reporting unit has no remaining goodwill balance as of June 30, 2019. Identifiable intangibles by major asset class consist of the following (in thousands) : March 31, 2020 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 18 $ 109 $ (63) $ 46 Customer relationships 10 4,100 (1,298) 2,802 Total identifiable intangibles $ 4,209 $ (1,361) $ 2,848 December 31, 2019 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 8 - 18 $ 17,721 $ (2,380) $ 15,341 Trademarks 5 - 10 1,600 (373) 1,227 Customer relationships 10 - 21 28,689 (3,928) 24,761 Internally developed software 5 4,904 (985) 3,919 Total identifiable intangibles $ 52,914 $ (7,666) $ 45,248 Total amortization expense, which is associated with the s elling, general and administrative expenses income statement line item, was $1.1 million and $1.2 million for the three months ended March 31, 2020 and 2019 , respectively. Identifiable intangibles with definite lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. On March 31, 2020, we evaluated our finite-lived intangible assets for impairment due to current industry conditions including a reduction in global economic growth expectations, a significantly reduced demand for crude oil and refined products, the significant decline in commodity prices and the corresponding impact on future expectations of demand for our products and services primarily related to the COVID-19 pandemic as well as the resulting decline in the quoted price of our common stock. As a result of the analysis, we determined that the carrying values of certain intangible assets were no longer recoverable, which resulted in an impairment charge of $ 11.9 million in the asset group that includes fracturing systems and well construction related to technology and internally-developed software and an impairment charge of $28.6 million in our tracer diagnostics asset grou p related to customer relationships, technology, internally developed software and trademarks, each recorded on March 31, 2020. Following the impairment charges, as of March 31, 2020 we had no remaining identifiable intangible balances in the asset group that includes our fracturing systems and well construction or our tracer diagnostics asset group. T here were no impairment charges recorded for our identifiable intangibles for the three months ended March 31, 2019 . |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Note 6. Accrued Expenses Accrued expenses consist of the following as of March 31, 2020 and December 31, 2019 (in thousands): March 31, December 31, 2020 2019 Accrued payroll and bonus $ 1,519 $ 2,558 Property and franchise taxes accrual 362 462 Severance and other termination benefits (Note 9) 1,346 — Accrued other miscellaneous liabilities 557 431 Total accrued expenses $ 3,784 $ 3,451 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt [Abstract] | |
Debt | Note 7. Debt Our long-term debt consists of the following as of March 31, 2020 and December 31, 2019 (in thousands): March 31, December 31, 2020 2019 Senior Secured Credit Facility $ 15,000 $ 10,000 Equipment notes — — Finance leases 2,686 2,917 Total debt 17,686 12,917 Less: current portion (1,502) (1,481) Long-term debt $ 16,184 $ 11,436 The estimated fair value of total debt for the periods ended March 31, 2020 and December 31, 2019 was $16.9 million and $12.5 million, respectively. The carrying value of the senior secured revolving credit facility and the lines of credit approximated the fair value of debt since these facilities have variable interest rates and can be paid at any time. The fair value for the remaining debt was estimated using Level 2 inputs by calculating the sum of the discounted future interest and principal payments through the date of maturity. Below is a description of our credit agreement and other financing arrangements. Senior Secured Credit Facility On May 1, 2019, we entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with Pioneer Investment, Inc., as U.S. borrower, NCS Multistage Inc., as Canadian borrower, Pioneer Intermediate, Inc. and the lenders party thereto, Wells Fargo Bank, National Association as administrative agent in respect of the U.S. Facility (as defined below) and Wells Fargo Bank, National Association, Canadian Branch, as administrative agent in respect of the Canadian Facility (as defined below) (the senior secured revolving credit facilities provided thereunder, the “Senior Secured Credit Facility”). The Credit Agreement amended and restated our prior credit agreement in its entirety. The Senior Secured Credit Facility consists of a (i) senior secured revolving credit facility in an aggregate principal amount of $50.0 million made available to the U.S. Borrower (the “U.S. Facility”), of which up to $5.0 million may be made available for letters of credit and up to $5.0 million may be made available for swingline loans and (ii) senior secured revolving credit facility in an aggregate principal amount of $25.0 million made available to the Canadian Borrower (the “Canadian Facility”). On March 31, 2020, we borrowed an additional $5.0 million under our Senior Secured Credit Facility to fund severance costs associated with reductions in force in response to the actual and projected decline in demand for our products and services as a result of the decline in market conditions primarily related to the COVID-19 pandemic. As of March 31, 2020, due to limits imposed by certain financial covenants, the total amount available to be drawn was an additional $11.7 million, which is significantly less than the $75.0 million lender commitments under our Senior Secured Credit Facility . The amount available may further decline if our business continues to be adversely impacted as a result of a decline in market conditions, primarily related to the COVID-19 pandemic. The Senior Secured Credit Facility will mature on May 1, 2023 . As of March 31, 2020 , we had $10.0 million in outstanding indebtedness under the U.S. Facility and $5.0 million in outstanding indebtedness under the Canadian Facility. Borrowings under the U.S. Facility may be made in U.S. dollars for Adjusted Base Rate Advances, and in U.S. dollars, Canadian dollars or Euros for Eurocurrency Rate Advances (each as defined in the Credit Agreement). Such advances bear interest at the Adjusted Base Rate or at the Eurocurrency Rate plus an applicable interest margin as set forth in the Credit Agreement. Borrowings under the Canadian Facility may be made in U.S. dollars or Canadian dollars and bear interest at the Canadian (Cdn) Base Rate, Canadian (U.S.) Base Rate, Eurocurrency Rate or Discount Rate (each as defined in the Credit Agreement), in each case, plus an applicable interest margin as set forth in the Credit Agreement. The applicable interest rate at March 31, 2020 was 4.88% . We incurred interest expense related to the Senior Secured Credit Facility, including commitment fees, of $0.2 million for the three months ended March 31, 2020 . The obligations of the U.S. Borrower under the U.S. Facility are guaranteed by the Parent Guarantors (as defined in the Credit Agreement) and each of the other existing and future direct and indirect restricted subsidiaries of the Company organized under the laws of the United States (subject to certain exceptions) and are secured by substantially all of the assets of the Parent Guarantors, the U.S. Borrower and such other subsidiary guarantors, in each case, subject to certain exceptions and permitted liens. The obligations of the Canadian Borrower under the Canadian Facility are guaranteed by the Parent Guarantors, the U.S. Borrower and each of the other future direct and indirect restricted subsidiaries of the Company organized under the laws of the United States and Canada (subject to certain exceptions) and are secured by substantially all of the assets of the Parent Guarantors, the U.S. Borrower, the Canadian Borrower and such other subsidiary guarantors, in each case, subject to certain exceptions and permitted liens. The Credit Agreement contains financial covenants that require (i) commencing with the fiscal quarter ending June 30, 2019, compliance with a maximum leverage ratio test set at 2.50 to 1.00 as of the last day of each fiscal quarter, (ii) commencing with the fiscal quarter ending June 30, 2019, compliance with an interest coverage ratio test set at not more than 2.75 to 1.00 as of the last day of each fiscal quarter, (iii) if the leverage ratio as of the end of any fiscal quarter is greater than 2.00 to 1.00 and the amount outstanding under the Canadian Facility at any time during such fiscal quarter was greater than $0, compliance as of the end of such fiscal quarter with a Canadian asset coverage ratio test of at least 1.00 to 1.00 and (iv) if the leverage ratio as of the end of any fiscal quarter is greater than 2.00 to 1.00 and the amount outstanding under the U.S. Facility at any time during such fiscal quarter was greater than $0, compliance as of the end of such fiscal quarter with a U.S. asset coverage ratio test of at least 1.00 to 1.00. As of March 31, 2020 , 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 also includes customary events of default for facilities of this type (with customary grace periods, as applicable). If an event of default occurs, the lenders under each of the U.S. Facility and the Canadian Facility may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings under such facility, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. The lenders under each of the U.S. Facility and the Canadian Facility also have the right upon an event of default thereunder to terminate any commitments they have to provide further borrowings under such facility. Further, following an event of default under either of the U.S. Facility and the Canadian Facility, the lenders under the applicable facility will have the right to proceed against the collateral granted to them to secure such facility. We believe that our cash on hand, cash flows from operations and potential borrowings under our Senior Secured Credit Facility will be sufficient to fund our capital expenditures and liquidity requirements for the next twelve months. However, if the depressed market conditions, primarily related to the COVID-19 pandemic on the demand for oil, customer spending and the resulting demand for the Company’s products and services continues, it will have a material negative impact on the Company’s financial performance, which current internal projections indicate would result in noncompliance with the Credit Agreement’s leverage ratio covenant and thus a default under the Credit Agreement in late 2020. In the event of a default, the lenders may elect to declare all outstanding borrowings under the facility immediately due and payable. The Company is currently engaged with its lenders regarding possible amendments to the Credit Agreement, including a replacement facility. In addition, the Company has taken actions to enhance its liquidity to allow for sufficient cash availability to repay borrowings under the Senior Secured Credit Facility should they become due following an event of default. However, we can make no assurances that the current actions taken by the Company will provide us with enough liquidity in the future if the current economic decline worsens. Direct costs of $0.9 million were incurred in connection with the Senior Secured Credit Facility. The costs were capitalized as an asset as they represent the benefit of being able to access capital over the contractual term. Additionally, $0.3 million of unamortized deferred costs related to the modification of the prior senior secured credit facility are also being amortized over the term of the Senior Secured Credit Facility using the straight-line method. Amortization expense of the deferred financing charges of $0.1 million was included in interest expense, net for the three months ended March 31, 2020 . Promissory Note On February 27, 2017, Repeat Precision, LLC (“Repeat Precision”) entered into a promissory note with Security State Bank & Trust, Fredericksburg, for an aggregate borrowing capacity of $3.8 million. The note bears interest at a variable interest rate based on prime plus 1.00% . The promissory note is collateralized by certain equipment, inventory and receivables. The promissory note was renewed on February 16, 2018 for an aggregate borrowing capacity of $4.3 million and was renewed again on February 14, 2020. The note is s cheduled to mature on February 14, 20 21. No other terms were changed. As of March 31, 2020 and December 31, 2019 , we had no outstanding indebtedness under the promissory note. Equipment Notes In February 2017, Repeat Precision entered into an equipment note in the amount of $0.8 million with Security State Bank & Trust, Fredericksburg. The equipment note bears interest at prime plus 1.00% , matures on February 27, 2021 and is collateralized by certain property. As of March 31, 2020 and December 31, 2019 , we had no outstanding balance on the equipment note and the loan was closed upon repayment on March 19, 2019 . In September 2018, Repeat Precision entered into an equipment note for an aggregate borrowing capacity of $3.8 million with Security State Bank & Trust, Fredericksburg. The equipment note bears interest at prime plus 1.00% , matures on June 7, 2023 and is collateralized by certain property. As of March 31, 2020 and December 31, 2019, we had no outstanding indebtedness under the equipment not e and the loan was closed upon repayment on May 31, 2019 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies Litigation In the ordinary course of our business, from time to time, we have various claims, lawsuits and administrative proceedings that are pending or threatened with respect to commercial, intellectual property and employee matters. On July 24, 2018, we filed a patent infringement lawsuit against Kobold Corporation, Kobold Completions Inc. and 2039974 Alberta Ltd. (“Kobold”) in the Federal Court of Canada, alleging that Kobold’s fracturing tools and methods infringe on several of our Canadian patents. We previously filed a breach of contract lawsuit on March 16, 2018, against Kobold Corporation in the Court of Queen’s Bench of Alberta, alleging breach of a prior settlement agreement. Both of these lawsuit s seek unspecified monetary damages and injunctive relief. On July 12, 2019, Kobold filed a counterclaim seeking unspecified damages alleging that our fracturing tools and methods infringe on their patent and that we made false and misleading statements about Kobold. On April 3, 2020, the United States District Court for the Western District of Texas, Waco Division (“District Court”) issued a final judgment in connection with the litigation with Diamondback Industries, Inc (“Diamondback”) awarding Repeat Precision approximately $39.9 million plus attorneys’ fees in connection with its breach of exclusive license, patent infringement and tortious interference claims. In its ruling, the District Court validated the terms of Repeat Precision’s exclusive license agreement with respect to the setting tool technology practicing U.S. Patent No. 9,810,035 and enjoined Diamondback from selling its infringing SS line of setting tools. As the judgment remains subject to appeal, and any monetary award subject to collection, we have not recorded any amount in our condensed consolidated financial statements related to this gain contingency as of March 31, 2020. In addition, on April 21, 2020, Diamondback filed for Chapter 11 bankruptcy protection. We also received $1.1 million of proceeds from our directors and officers liability insurance in April 2020 related to the reimbursement of legal expenses that we incurred to defend a director and officer in the Diamondback litigation. In accordance with GAAP, we accrue for contingencies where the occurrence of a material loss is probable and can be reasonably estimated, based on our estimate of the expected liability. If we have any outstanding legal accruals, we may increase or decrease these in the future, on a matter-by-matter basis, to account for developments. Our assessment of the likely outcome of litigation matters is based on our judgment of a number of factors, including experience with similar matters, past history, precedents, relevant financial information and other evidence and facts specific to the matter. While the outcome of any legal proceeding cannot be predicted with any certainty, based on a consideration of relevant facts and circumstances, our management currently does not expect that the results of these legal proceedings would have a material adverse effect on our financial position, results of operations or cash flows. |
Severance and Other Termination
Severance and Other Termination Benefits | 3 Months Ended |
Mar. 31, 2020 | |
Severance and Other Termination Benefits [Abstract] | |
Severance and Other Termination Benefits | Note 9. Severance and Other Termination Benefits On March 31 and April 1, 2020, we implemented, effective immediately, a workforce reduction resulting in termination of over 80 employees, furloughs for certain employees and lower compensation levels for executives and employees not participating in furloughs in response to the decrease in crude oil pricing, customer capital spending plans and activity as a result of the decline in market conditions primarily related to the COVID-19 pandemic. In connection with this reduction in workforce and executive departures, we expect to incur one-time cash severance costs of approximately $ 3.6 million, $1.3 million of which is reflected in the condensed consolidated statements of operations under general and administrative expenses for the three months ended March 31, 2020, with the remainder accrued for and to be reflected in the condensed consolidated statements of operations under general and administrative expenses for the three months ended June 30, 2020. Below is a reconciliation of the beginning and ending liability balance (in thousands): Beginning balance, December 31, 2019 $ — Additions for costs expensed 1,346 Severance and other payments — Ending balance, March 31, 2020 $ 1,346 We expect to finish paying off the severance and other terminations liability by April 2021, with the majority to be paid during the second quarter of 2020. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-Based Compensation [Abstract] | |
Share-Based Compensation | Note 10. Share- Based Compensation During the three months ended March 31, 2020 , we granted 501,049 equity-classified restricted stock units (“RSUs”) with a weighted average grant date fair value of $1.11 , granted primarily to the nonemployee members of the Board of Directors. We account for RSUs granted to employees at fair value on the date of grant, which we measure as the closing price of our stock on the date of grant, and recognize the compensation expense in the financial statements over the requisite service period. RSUs generally vest over a period of three equal annual installments beginning on the anniversary of the date of grant other than those issued in connection with yearly award grants to members of our Board of Directors. The RSUs for the members of our Board will vest on the one year anniversary of the grant date and will either settle at vesting or, if the director has elected to defer the RSUs, within thirty days following the earlier of the termination of the director’s service for any reason or a change of control. During the three months ended March 31, 2020 , we granted 2,962,773 equivalent stock units, or cash-settled, liability-classified RSUs (“ESUs”), with a weighted average grant date fair value of $1.09 . When the ESUs are originally granted to employees, they are valued at fair value, which we measure as the closing price of our common stock on the date of grant. As the ESUs will be settled in cash, they are remeasured each reporting period at fair value based upon the closing price of our common stock until the awards are settled. The ESUs will vest and settle ratably in three equal annual installments beginning on the anniversary of the date of grant. The cash settled for any ESU will not exceed the maximum payout established by our Compensation, Nominating and Governance Committee, which is generally two times the fair market value of our common stock as of a day near the grant date . In addition, during the three months ended March 31, 2020 , we granted 1,036,185 performance stock unit awards (“PSUs”), which have a performance period from January 1, 2020 to December 31, 2022. The grant date fair value of the PSUs of $1.31 was measured using a Monte Carlo simulation. The number of PSUs ultimately issued under the program is dependent upon our total shareholder return relative to our performance peer group (“relative TSR”) over the three -year performance period. Each PSU will settle for between zero and two shares of our common stock in the first quarter of 2023. The threshold performance level (25th percentile relative TSR) starts to earn PSUs, the mid-point performance level (50th percentile relative TSR) earns 65% of the target PSUs and the maximum performance level (90th percentile relative TSR) or greater earns 200% of the target PSUs. The total share-based compensation expense for all awards was $2.9 million and $3.1 million for each of the three months ended March 31, 2020 and 2019 , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Taxes [Abstract] | |
Income Taxes | Note 11. Income Taxes The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including , but not limited to, the expected operating income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired or additional information is obtained. The computation of the annual effective rate would include applicable modifications, which were projected for the year, such as certain book expenses not deductible for tax, tax credits and foreign deemed dividends. We recorded a tax (benefit) expense of $(0.9) million and $9.6 million for the three months ended March 31, 2020 and 2019 , respectively. Included in the tax benefit for the three months ended March 31, 2020 were several U.S. tax (benefit) expense adjustments related to the enactment of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) including: (1) a tax benefit of $1.4 million from a decision to elect bonus depreciation in a prior year resulting in a Net Operating Loss (“NOL”) carryback and (2) tax expense of $10.3 million for an increase in a valuation allowance on deferred tax assets not expected to be realized. Also, included in tax benefit for the three months ended March 31, 2020 was a tax expense in the amount of $1.6 million for a valuation allowance against our Canadian deferred tax asset based on management’s position that the Company has not met the more likely than not condition of realizing part of the deferred tax asset based on the existence of sufficient projected Canadian taxable income of the appropriate character to recognize the tax benefit. Included in tax expense for the three months ended March 31, 2019 was a tax expense for a valuation allowance in the amount of $9.8 million against our U.S. deferred tax asset based on management’s position that the Company has not met the more likely than not condition of realizing the deferred tax asset based on the existence of sufficient projected U.S. taxable income of the appropriate character to recognize the tax benefit. Without the valuation allowance, the net income tax benefit is approximately $0.2 million. Additionally, the effective tax rate for the three months ended March 31, 2020 and 2019 included a tax expense (benefit) of $1.1 million and $0. 3 million, respectively, for the tax effect of stock awards. On March 27, 2020, the CARES Act was enacted and signed into law and includes several provisions for corporations including allowing companies to carryback certain NOLs and increasing the amount of NOLs that corporations can use to offset income. Corporate taxpayers may carryback NOLs originating during 2018 through 2020 for up to five years and the CARES Act removes the 80% taxable income limitation on utilization of those NOLs if carried back to prior tax years or utilized in tax years beginning before 2021, which was not previously allowed under the U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). The 2017 Tax Act was signed into law on December 22, 2017. The 2017 Tax Act significantly revised the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21% , eliminating certain deductions, imposing a mandatory one-time tax on accumulated earnings of foreign subsidiaries as of 2017, introducing new tax regimes, and changing how foreign earnings are subject to U.S. tax. Our preliminary estimate of the 2017 Tax Act and the remeasurement of our deferred tax assets and liabilities is subject to the finalization of management’s analysis related to certain matters, such as developing interpretations of the provisions of the 2017 Tax Act, changes to certain estimates and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the 2017 Tax Act may require further adjustments and changes in our estimates. Those adjustments may impact our provision for income taxes in the period in which the adjustments are made. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The impact of an uncertain income tax position on the income tax returns must be recognized at the largest amount that is more-likely-than-not to be required to be recognized upon audit by the relevant taxing authority. This standard also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting for interim periods, disclosure and transition issues with respect to tax positions. We include interest and penalties as a component of other income (expense), net in the condensed consolidated statements of operations . There were no interest and penalties for the three months ended March 31, 2020. We recognized $26 thousand in interest and penalties for the three months ended March 31, 2019 . |
(Loss) Earnings Per Common Shar
(Loss) Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2020 | |
(Loss) Earnings Per Common Share [Abstract] | |
(Loss) Earnings Per Common Share | Note 12. (Loss) Earnings Per Common Share The following table presents the reconciliation of the numerator and denominator for calculating (loss) earnings per common share from net (loss) income ( in thousands, except per share data) : Three Months Ended March 31, 2020 2019 Numerator—Basic Net loss $ (48,907) $ (9,878) Less: income attributable to non-controlling interest 2,642 2,088 Net loss attributable to NCS Multistage Holdings, Inc.––Basic $ (51,549) $ (11,966) Numerator—Diluted Net loss $ (48,907) $ (9,878) Less: income attributable to non-controlling interest 2,642 2,088 Net loss attributable to NCS Multistage Holdings, Inc.––Diluted $ (51,549) $ (11,966) Denominator Basic weighted average number of shares 47,049 45,974 Exchangeable shares for common stock — — Dilutive effect of stock options, RSUs, PSUs and ESPP — — Diluted weighted average number of shares 47,049 45,974 Loss per common share Basic $ (1.10) $ (0.26) Diluted $ (1.10) $ (0.26) Potentially dilutive securities excluded as anti-dilutive 4,370 4,391 |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2020 | |
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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 . Subsequent Events Severance and Other Termination Benefits As discussed in “Note 9. Severance and Other Termination Benefits” above, on March 31 and April 1, 2020, we implemented, effective immediately, a workforce reduction resulting in termination of over 80 employees, furloughs for certain employees and lower compensation levels for executives and employees not participating in furloughs in response to the decrease in crude oil pricing, customer capital spending plans and activity as a result of the decline in market conditions primarily related to the COVID-19 pandemic . In connection with this reduction in workforce, we expect to incur a one-time cash severance cost of approximately $ 3.6 million, $1.3 million of which is reflected in the condensed consolidated statements of operations under general and administrative expenses for the three months ended March 31, 2020, with the remainder accrued for and to be reflected in the condensed consolidated statements of operations under general and administrative expenses for the three months ended June 30, 2020. On May 4, 2020, we implemented, effective immediately, an additional workforce reduction resulting in the termination of approximately 50 employees in response to the decrease in crude oil pricing, customer capital spending plans and activity as a result of the decline in market conditions primarily related to the COVID-19 pandemic. In connection with this reduction in workforce, we expect to incur a one-time cash severance cost between $1.2 million and $1.4 million, which will be reflected in the condensed consolidated statements of operations under selling, general and administrative expenses for the three months ended June 30, 2020. Financing On April 30 , 2020, Repeat Precision entered into a promissory note with Security State Bank & Trust, Fredericksburg, for an aggregate borrowing capacity of $5.0 million. The note bears interest at a variable interest rate based on prime plus 1.00% . The promissory note is collateralized by certain equipment and inventory . The note is s cheduled to mature on April 30 , 2021 . |
Basis of Presentation (Policy)
Basis of Presentation (Policy) | 3 Months Ended |
Mar. 31, 2020 | |
Basis of Presentation [Abstract] | |
Nature of Business | Nature of Business NCS Multistage Holdings, Inc., a Delaware corporation, through its wholly owned subsidiaries and subsidiaries for which we have a controlling voting interest (collectively referred to as the “Company,” “NCS,” “we,” “ our ” and “us”), is primarily engaged in providing engineered products and support services for oil and natural gas well completions and field development strategies. We offer our products and services primarily to exploration and production companies for use in onshore wells. We operate through service facilities principally located in Houston and Midland, Texas; Tulsa and Oklahoma City, Oklahoma; Billings, Montana; Morgantown, West Virginia; Calgary, Red Deer, Grande Prairie and Estevan, Canada; Neuquén, Argentina and Stavanger, Norway. |
Basis of Presentation | Basis of Presentation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Act of 1934, as amended, issued by the Securities Exchange Commission (“SEC”) and have not been audited by our independent registered public accounting firm. The Condensed Consolidated Balance Sheet at December 31, 2019 is derived from our audited financial statements. However, certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted or condensed as permitted by the rules and regulations of the SEC, and, therefore, these interim financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 3, 2020. In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all 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. Certain reclassifications have been made to conform 2019 balances to our 2020 presentation on the condensed consolidated balance sheets. All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Pronouncements Adopted in 2020 In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40) . The ASU aligns the requirements to capitalize implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements to capitalize implementation costs incurred to develop or obtain internal-use software. For public entities, this guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. We adopted ASU No. 2018-15 on a prospective basis on January 1, 2020, with no material impact on our condensed consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) . The ASU modifies, removes and adds certain disclosure requirements on fair value measurements. For public entities, this guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted for all amendments. Further, entities may early adopt eliminated or modified disclosure requirements and delay the adoption of all new disclosure requirements until the effective date. We adopted ASU No. 2018-13 on January 1, 2020, with no material impact on our condensed consolidated financial statements. Pronouncements Not Yet Effective In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848). The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or other interest rates used globally that could be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We are currently evaluating the impact of the adoption of this guidance. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU No. 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. For public entities, this guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. We are currently evaluating the impact of the adoption of this guidance. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326). This ASU introduces a new impairment model that is based on expected credit losses rather than incurred credit losses for financial instruments, including trade accounts receivable. It requires an entity to measure expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The new standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which deferred effective dates for certain ASUs. The effective date for ASU No. 2016-13 will remain the same for public business entities that are SEC filers, except for entities who are deemed smaller reporting companies (“SRC”). The effective date for all other entities, including SRCs, will begin after December 15, 2022 and interim periods within those fiscal years. NCS qualifies as a SRC. We are currently evaluating the impact of the adoption of this guidance. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenues [Abstract] | |
Disaggregation of Revenue by Geographic Region | Three Months Ended March 31, 2020 2019 United States Product sales $ 17,440 $ 19,564 Services 3,528 5,781 Total United States 20,968 25,345 Canada Product sales 20,807 16,621 Services 8,559 8,375 Total Canada 29,366 24,996 Other Countries Product sales 1,183 1,047 Services 3,033 1,462 Total Other Countries 4,216 2,509 Total Product sales 39,430 37,232 Services 15,120 15,618 Total revenues $ 54,550 $ 52,850 |
Schedule of Contract Liabilities | Balance at December 31, 2019 $ 59 Additions - Revenue recognized (5) Balance at March 31, 2020 $ 54 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventories, Net [Abstract] | |
Schedule of Inventories | March 31, December 31, 2020 2019 Raw materials $ 1,788 $ 1,986 Work in process 230 523 Finished goods 36,574 37,412 Total inventories, net $ 38,592 $ 39,921 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment by Major Asset Class | March 31, December 31, 2020 2019 Land $ 1,524 $ 2,090 Building and improvements 7,264 12,242 Machinery and equipment 16,556 21,469 Computers and software 2,397 2,694 Furniture and fixtures 1,248 1,208 Vehicles 6,400 6,385 Service equipment 244 244 35,633 46,332 Less: Accumulated depreciation and amortization (14,956) (14,333) 20,677 31,999 Construction in progress 455 975 Property and equipment, net $ 21,132 $ 32,974 |
Schedule of Depreciation Expense Associated Income Statement Line Items | Three Months Ended March 31, 2020 2019 Cost of sales Cost of product sales $ 709 $ 642 Cost of services 290 306 Selling, general and administrative expenses 453 478 Total depreciation $ 1,452 $ 1,426 |
Goodwill and Identifiable Int_2
Goodwill and Identifiable Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Identifiable Intangibles [Abstract] | |
Changes in Carrying Amount of Goodwill | Gross Value Accumulated Impairment Net At December 31, 2018 $ 177,115 $ (154,003) $ 23,112 Impairment — (7,937) (7,937) Currency translation adjustment 47 — 47 At December 31, 2019 $ 177,162 $ (161,940) $ 15,222 Impairment — — — At March 31, 2020 $ 177,162 $ (161,940) $ 15,222 |
Schedule of Identifiable Intangibles | March 31, 2020 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 1 - 18 $ 109 $ (63) $ 46 Customer relationships 10 4,100 (1,298) 2,802 Total identifiable intangibles $ 4,209 $ (1,361) $ 2,848 December 31, 2019 Estimated Gross Useful Carrying Accumulated Net Lives (Years) Amount Amortization Balance Technology 8 - 18 $ 17,721 $ (2,380) $ 15,341 Trademarks 5 - 10 1,600 (373) 1,227 Customer relationships 10 - 21 28,689 (3,928) 24,761 Internally developed software 5 4,904 (985) 3,919 Total identifiable intangibles $ 52,914 $ (7,666) $ 45,248 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Expenses [Abstract] | |
Schedule of Accrued Expenses | March 31, December 31, 2020 2019 Accrued payroll and bonus $ 1,519 $ 2,558 Property and franchise taxes accrual 362 462 Severance and other termination benefits (Note 9) 1,346 — Accrued other miscellaneous liabilities 557 431 Total accrued expenses $ 3,784 $ 3,451 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt [Abstract] | |
Schedule of Long-term Debt | March 31, December 31, 2020 2019 Senior Secured Credit Facility $ 15,000 $ 10,000 Equipment notes — — Finance leases 2,686 2,917 Total debt 17,686 12,917 Less: current portion (1,502) (1,481) Long-term debt $ 16,184 $ 11,436 |
Severance and Other Terminati_2
Severance and Other Termination Benefits (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Severance and Other Termination Benefits [Abstract] | |
Schedule of Reconciliation of Beginning and Ending Liability Balance | Beginning balance, December 31, 2019 $ — Additions for costs expensed 1,346 Severance and other payments — Ending balance, March 31, 2020 $ 1,346 |
(Loss) Earnings Per Common Sh_2
(Loss) Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
(Loss) Earnings Per Common Share [Abstract] | |
Reconciliation of Numerator and Denominator for Calculating (loss) Earnings Per Share from Net (loss) Income | Three Months Ended March 31, 2020 2019 Numerator—Basic Net loss $ (48,907) $ (9,878) Less: income attributable to non-controlling interest 2,642 2,088 Net loss attributable to NCS Multistage Holdings, Inc.––Basic $ (51,549) $ (11,966) Numerator—Diluted Net loss $ (48,907) $ (9,878) Less: income attributable to non-controlling interest 2,642 2,088 Net loss attributable to NCS Multistage Holdings, Inc.––Diluted $ (51,549) $ (11,966) Denominator Basic weighted average number of shares 47,049 45,974 Exchangeable shares for common stock — — Dilutive effect of stock options, RSUs, PSUs and ESPP — — Diluted weighted average number of shares 47,049 45,974 Loss per common share Basic $ (1.10) $ (0.26) Diluted $ (1.10) $ (0.26) Potentially dilutive securities excluded as anti-dilutive 4,370 4,391 |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues [Abstract] | ||
Revenue recognized from the contract liability balance | $ 5 | $ 500 |
Revenues (Disaggregation of Rev
Revenues (Disaggregation of Revenue by Geographic Region) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 54,550 | $ 52,850 |
Product sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 39,430 | 37,232 |
Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 15,120 | 15,618 |
United States [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 20,968 | 25,345 |
United States [Member] | Product sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 17,440 | 19,564 |
United States [Member] | Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,528 | 5,781 |
Canada [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 29,366 | 24,996 |
Canada [Member] | Product sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 20,807 | 16,621 |
Canada [Member] | Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,559 | 8,375 |
Other Countries [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 4,216 | 2,509 |
Other Countries [Member] | Product sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,183 | 1,047 |
Other Countries [Member] | Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 3,033 | $ 1,462 |
Revenues (Schedule of Contract
Revenues (Schedule of Contract Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Change in Contract with Customer, Asset and Liability [Abstract] | ||
Contract Liabilities Current Beginning Balance | $ 59 | |
Revenue recognized | (5) | $ (500) |
Contract Liabilities Current Ending Balance | $ 54 |
Inventories, Net (Schedule of I
Inventories, Net (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventories, Net [Abstract] | ||
Raw materials | $ 1,788 | $ 1,986 |
Work in process | 230 | 523 |
Finished goods | 36,574 | 37,412 |
Total inventories, net | $ 38,592 | $ 39,921 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Impairment charge of property and equipment | $ 0 | |
Impact of COVID -19 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Impairment charge of property and equipment | $ 9,700 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment by Major Asset Class) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 35,633 | $ 46,332 |
Less: Accumulated depreciation and amortization | (14,956) | (14,333) |
Property and equipment, net, excluding construction in progress | 20,677 | 31,999 |
Construction in progress | 455 | 975 |
Property and equipment, net | 21,132 | 32,974 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,524 | 2,090 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 7,264 | 12,242 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 16,556 | 21,469 |
Computers and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 2,397 | 2,694 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,248 | 1,208 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 6,400 | 6,385 |
Service Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 244 | $ 244 |
Property and Equipment (Sched_2
Property and Equipment (Schedule of Depreciation Expense Associated Income Statement Line Items) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Depreciation expense | $ 1,452 | $ 1,426 |
Cost of product sales [Member] | ||
Depreciation expense | 709 | 642 |
Cost of services [Member] | ||
Depreciation expense | 290 | 306 |
Selling, general and administrative expenses [Member] | ||
Depreciation expense | $ 453 | $ 478 |
Goodwill and Identifiable Int_3
Goodwill and Identifiable Intangibles (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | |||||
Goodwill impairment charge | $ 7,937,000 | ||||
Goodwill | $ 15,222,000 | $ 15,222,000 | $ 23,112,000 | ||
Amortization expense | 1,133,000 | $ 1,161,000 | |||
Finite-lived intangible assets impairment charge | 0 | ||||
Tracer Diagnostic Services [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill impairment charge | $ 7,900,000 | ||||
Goodwill | $ 0 | ||||
Repeat Precision Reporting Unit [Member] | |||||
Goodwill [Line Items] | |||||
Goodwill impairment charge | 0 | $ 0 | |||
Impact of COVID -19 [Member] | Fracturing Systems and Well Construction [Member] | |||||
Goodwill [Line Items] | |||||
Finite-lived intangible assets impairment charge | 11,900,000 | ||||
Impact of COVID -19 [Member] | Tracer Diagnostic Services [Member] | |||||
Goodwill [Line Items] | |||||
Finite-lived intangible assets impairment charge | $ 28,600,000 |
Goodwill and Identifiable Int_4
Goodwill and Identifiable Intangibles (Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Identifiable Intangibles [Abstract] | ||
Goodwill gross beginning balance | $ 177,162 | $ 177,115 |
Goodwill gross, Currency translation adjustment | 47 | |
Goodwill gross ending balance | 177,162 | 177,162 |
Accumulated Impairment beginning balance | (161,940) | (154,003) |
Accumulated impairment, Impairment | (7,937) | |
Accumulated Impairment ending balance | (161,940) | (161,940) |
Goodwill net beginning balance | 15,222 | 23,112 |
Goodwill net, Impairment | (7,937) | |
Goodwill net, Currency translation adjustment | 47 | |
Goodwill net ending balance | $ 15,222 | $ 15,222 |
Goodwill and Identifiable Int_5
Goodwill and Identifiable Intangibles (Schedule of Identifiable Intangibles) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 4,209 | $ 52,914 |
Finite-lived intangible assets, Accumulated Amortization | (1,361) | (7,666) |
Finite-lived intangible assets, Net Balance | 2,848 | 45,248 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | 109 | 17,721 |
Finite-lived intangible assets, Accumulated Amortization | (63) | (2,380) |
Finite-lived intangible assets, Net Balance | $ 46 | $ 15,341 |
Technology [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 1 year | 8 years |
Technology [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 18 years | 18 years |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, Gross Carrying Amount | $ 1,600 | |
Finite-lived intangible assets, Accumulated Amortization | (373) | |
Finite-lived intangible assets, Net Balance | $ 1,227 | |
Trademarks [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years | |
Trademarks [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 10 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 10 years | |
Finite-lived intangible assets, Gross Carrying Amount | $ 4,100 | $ 28,689 |
Finite-lived intangible assets, Accumulated Amortization | (1,298) | (3,928) |
Finite-lived intangible assets, Net Balance | $ 2,802 | $ 24,761 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 10 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 21 years | |
Internally Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 5 years | |
Finite-lived intangible assets, Gross Carrying Amount | $ 4,904 | |
Finite-lived intangible assets, Accumulated Amortization | (985) | |
Finite-lived intangible assets, Net Balance | $ 3,919 |
Accrued Expenses (Schedule of A
Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued Expenses [Abstract] | ||
Accrued payroll and bonus | $ 1,519 | $ 2,558 |
Property and franchise taxes accrual | 362 | 462 |
Severance and other termination benefits (Note 9) | 1,346 | |
Accrued other miscellaneous liabilities, including severance (See Note 9) | 557 | 431 |
Total accrued expenses | $ 3,784 | $ 3,451 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | May 01, 2019 | Feb. 27, 2017 | Sep. 30, 2018 | Feb. 28, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Feb. 16, 2018 |
Debt Instrument [Line Items] | ||||||||
Amortization expense of deferred financing charges | $ 75,000 | $ 83,000 | ||||||
Fair Value, Inputs, Level 2 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, fair value | 16,900,000 | $ 12,500,000 | ||||||
Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maximum borrowing capacity | $ 75,000,000 | |||||||
Interest expense and commitment fees | 200,000 | |||||||
Debt issuance cost | 900,000 | |||||||
Unamortized deferred costs | 300,000 | |||||||
Amortization expense of deferred financing charges | $ 100,000 | |||||||
Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | Revolving Credit U.S. Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 50,000,000 | |||||||
Debt instrument stated interest rate | 4.88% | |||||||
Line of credit outstanding | $ 10,000,000 | |||||||
Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | Revolving Credit Canadian Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 25,000,000 | |||||||
Line of credit outstanding | 5,000,000 | |||||||
Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 5,000,000 | |||||||
Senior Secured Credit Facility [Member] | Wells Fargo Bank [Member] | Swingline Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||
Senior Secured Credit Facility [Member] | Impact of COVID -19 [Member] | Wells Fargo Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, additional maximum borrowing capacity | 11,700,000 | |||||||
Debt instrument, face amount | $ 5,000,000 | |||||||
Debt maturity date | May 1, 2023 | |||||||
Senior Secured Credit Facility [Member] | Minimum [Member] | If Leverage Ratio as of End of Any Fiscal Quarter is Greater than 2.00 to 1.00 and the Amount Outstanding Under the Canadian Facility at Any Time During such Fiscal Quarter was Greater than $0 [Member] | Wells Fargo Bank [Member] | Revolving Credit Canadian Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Asset coverage ratio | 1.00% | |||||||
Senior Secured Credit Facility [Member] | Minimum [Member] | If Leverage Ratio as of End of Any Fiscal Quarter is Greater than 2.00 to 1.00 and Amount Outstanding Under U.S. Facility at Any Time During such Fiscal Quarter was Greater than $0 [Member] | Wells Fargo Bank [Member] | Revolving Credit U.S. Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Asset coverage ratio | 1.00% | |||||||
Senior Secured Credit Facility [Member] | Maximum [Member] | Commencing on Quarter Ending June 30, 2019 through Last Day of Each Fiscal Quarter [Member] | Wells Fargo Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio | 2.50% | |||||||
Interest coverage ratio | 2.75% | |||||||
Promissory Note [Member] | Repeat Precision [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maximum borrowing capacity | $ 3,800,000 | $ 4,300,000 | ||||||
Long-term debt, gross | $ 0 | 0 | ||||||
Promissory Note [Member] | Repeat Precision [Member] | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable interest rate | 1.00% | |||||||
Equipment Notes [Member] | Repeat Precision [Member] | February 2017 Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, gross | $ 0 | 0 | ||||||
Debt instrument, face amount | $ 800,000 | |||||||
Debt maturity date | Feb. 27, 2021 | |||||||
Equipment Notes [Member] | Repeat Precision [Member] | February 2017 Note [Member] | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable interest rate | 1.00% | |||||||
Equipment Notes [Member] | Repeat Precision [Member] | September 2018 Note [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maximum borrowing capacity | $ 3,800,000 | |||||||
Long-term debt, gross | $ 0 | $ 0 | ||||||
Debt maturity date | Jun. 7, 2023 | |||||||
Equipment Notes [Member] | Repeat Precision [Member] | September 2018 Note [Member] | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable interest rate | 1.00% |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Debt and finance leases | $ 17,686 | $ 12,917 |
Less: current portion | (1,502) | (1,481) |
Long-term debt | 16,184 | 11,436 |
Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 15,000 | 10,000 |
Finance Leases [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,686 | $ 2,917 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - Repeat Precision [Member] - Subsequent Events [Member] - USD ($) $ in Thousands | Apr. 03, 2020 | Apr. 30, 2020 |
Loss Contingencies [Line Items] | ||
Loss contingency damages awarded value | $ 39,900 | |
Proceeds received from insurance | $ 1,100 |
Severance and Other Terminati_3
Severance and Other Termination Benefits (Narrative) (Details) - One-time Termination Benefits [Member] - Impact of COVID -19 [Member] $ in Thousands | May 04, 2020employee | Apr. 01, 2020USD ($)employee | Mar. 31, 2020USD ($) |
Restructuring Cost and Reserve [Line Items] | |||
One-time cash severance costs | $ 3,600 | ||
General and Administrative Expense [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
One-time cash severance costs | $ 1,300 | ||
Subsequent Events [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of workforce reduced | employee | 50 | 80 | |
One-time cash severance costs | $ 3,600 |
Severance and Other Terminati_4
Severance and Other Termination Benefits (Schedule of Reconciliation of Beginning and Ending Liability Balance) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Severance and Other Termination Benefits [Abstract] | |
Beginning balance, December 31, 2019 | |
Additions for costs expensed | 1,346 |
Ending balance, March 31, 2020 | $ 1,346 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based compensation | $ 2,883 | $ 3,058 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based compensation shares granted | 501,049 | |
Weighted average grant date fair value | $ 1.11 | |
Restricted Stock Units (RSUs) [Member] | Non-Employee Board Of Directors [Member] | ||
Share-based compensation vesting period | 1 year | |
Equivalent Stock Units (ESUs) [Member] | ||
Share-based compensation shares granted | 2,962,773 | |
Weighted average grant date fair value | $ 1.09 | |
Performance Stock Unit Awards (PSUs) [Member] | ||
Share-based compensation award vesting period | 3 years | |
Performance Stock Unit Awards (PSUs) [Member] | Minimum [Member] | ||
Number of common stock shares issued for each PSU | 0 | |
Performance Stock Unit Awards (PSUs) [Member] | Maximum [Member] | ||
Number of common stock shares issued for each PSU | 2 | |
Performance Stock Unit Awards (PSUs) [Member] | Performance Period from January 1, 2020 to December 31, 2022 [Member] | ||
Share-based compensation shares granted | 1,036,185 | |
Weighted average grant date fair value | $ 1.31 | |
Performance Stock Unit Awards (PSUs) [Member] | 50th percentile relative TSR [Member] | ||
Percentage of vesting of share-based compensation awards | 65.00% | |
Performance Stock Unit Awards (PSUs) [Member] | 90th percentile relative TSR [Member] | ||
Percentage of vesting of share-based compensation awards | 200.00% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |||
Income tax (benefit) expense | $ (925,000) | $ 9,574,000 | |
Deferred tax assets, valuation allowance | 9,800,000 | ||
Tax expense (benefit) from exercise of stock option awards | $ 1,100,000 | 300,000 | |
Statutory corporate tax rate | 21.00% | 35.00% | |
Income tax interest and penalties | $ 0 | 26,000 | |
Decision To Elect Bonus Depreciation In Prior Year [Member] | |||
Income Tax Contingency [Line Items] | |||
Income tax (benefit) expense | (1,400,000) | ||
Increase In Valuation Allowance On Deferred Tax Assets [Member] | |||
Income Tax Contingency [Line Items] | |||
Income tax (benefit) expense | 10,300,000 | ||
Partial Valuation Allowance Against Canadian Deferred Tax Assets [Member] | |||
Income Tax Contingency [Line Items] | |||
Income tax (benefit) expense | $ 1,600,000 | ||
Without Valuation Allowance [Member] | |||
Income Tax Contingency [Line Items] | |||
Net income tax (benefit) without valuation allowance | $ (200,000) |
(Loss) Earnings Per Common Sh_3
(Loss) Earnings Per Common Share (Reconciliation of Numerator and Denominator for Calculating (loss) Earnings Per Share from Net (loss) Income) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator—Basic | ||
Net loss | $ (48,907) | $ (9,878) |
Less: income attributable to non-controlling interest | 2,642 | 2,088 |
Net loss attributable to NCS Multistage Holdings, Inc.—Basic | (51,549) | (11,966) |
Numerator—Diluted | ||
Net loss | (48,907) | (9,878) |
Less: income attributable to non-controlling interest | 2,642 | 2,088 |
Net loss attributable to NCS Multistage Holdings, Inc.—Diluted | $ (51,549) | $ (11,966) |
Denominator | ||
Basic weighted average number of shares (in shares) | 47,049,000 | 45,974,000 |
Diluted weighted average number of shares (in shares) | 47,049,000 | 45,974,000 |
Loss per common share | ||
Basic (in dollars per share) | $ (1.10) | $ (0.26) |
Diluted (in dollars per share) | $ (1.10) | $ (0.26) |
Potentially dilutive securities excluded as anti-dilutive | 4,370,000 | 4,391,000 |
Segment and Geographic Inform_2
Segment and Geographic Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Segment and Geographic Information [Abstract] | |
Number of reportable segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | May 04, 2020USD ($)employee | Apr. 30, 2020USD ($) | Apr. 01, 2020USD ($)employee | Mar. 31, 2020USD ($) |
Promissory Note Collateralized By Certain Equipment And Inventory [Member] | Security State Bank & Trust, Fredericksburg [Member] | Subsequent Events [Member] | ||||
Subsequent Events [Line Items] | ||||
Debt instrument, maximum borrowing capacity | $ 5,000 | |||
Debt instrument variable interest rate | 1.00% | |||
Debt maturity date | Apr. 30, 2021 | |||
One-time Termination Benefits [Member] | Impact of COVID -19 [Member] | ||||
Subsequent Events [Line Items] | ||||
One-time cash severance costs | $ 3,600 | |||
One-time Termination Benefits [Member] | Subsequent Events [Member] | Impact of COVID -19 [Member] | ||||
Subsequent Events [Line Items] | ||||
Number of workforce reduced | employee | 50 | 80 | ||
One-time cash severance costs | $ 3,600 | |||
One-time Termination Benefits [Member] | Subsequent Events [Member] | Minimum [Member] | Impact of COVID -19 [Member] | ||||
Subsequent Events [Line Items] | ||||
One-time cash severance costs | $ 1,200 | |||
One-time Termination Benefits [Member] | Subsequent Events [Member] | Maximum [Member] | Impact of COVID -19 [Member] | ||||
Subsequent Events [Line Items] | ||||
One-time cash severance costs | $ 1,400 | |||
One-time Termination Benefits [Member] | General and Administrative Expense [Member] | Impact of COVID -19 [Member] | ||||
Subsequent Events [Line Items] | ||||
One-time cash severance costs | $ 1,300 |