NCS Multistage Holdings, Inc. Announces Fourth Quarter and Full Year 2018 Results
Fourth Quarter Highlights
- Total revenue of
$50.2 million , consistent with the prior year fourth quarter - U.S. revenue of
$27.5 million , a 36% increase from the prior year fourth quarter - Net loss of
$(203.6) million and adjusted net loss of$(2.5) million - Loss per diluted share of
$(4.51) and adjusted loss per diluted share of$(0.06) - Adjusted EBITDA of
$7.8 million and a 15% Adjusted EBITDA margin - Total liquidity of
$80.1 million , comprised of$25.1 million in cash on hand and$55.0 million of revolver availability
Financial Review
Fourth Quarter 2018 Financial Results
Revenues were
During the fourth quarter of 2018, the Company recorded impairment charges of
Net loss was
Adjusted EBITDA was
Full Year 2018 Financial Results
For the year ended December 31, 2018, the Company reported revenues of
Capital Expenditures and Liquidity
The Company incurred capital expenditures of
As of December 31, 2018, the Company had
Review and Outlook
NCS’s Chief Executive Officer,
- Sequential growth in U.S. product revenues in each quarter of 2018;
- Our entry into the
North Sea through our Frame Agreement with AkerBP for fracturing systems; - The commercialization of water soluble tracers in our tracer diagnostics business;
- Expanding our tracer diagnostics offering into
Latin America ; - Introducing a new line of toe initiation sleeves within well construction; and
- Introducing the Purple Seal Express frac plug deployment system.
We currently expect that customer budgets in the U.S. for 2019 will be below 2018 levels and that customer budgets in
As we did in 2018, we expect to continue to bring new technologies to our customers that help them save money and operate more efficiently, providing us with the opportunity to enhance our market share. We also plan to penetrate new geographic markets and expand our presence in those markets that we recently entered.
These growth initiatives will be undertaken in a disciplined manner, as we expect to moderate the growth of our SG&A in 2019, reflecting the realization of investments that we have been making in our international footprint, our sales and business development teams and our research and development efforts.
In addition, we currently expect that our capital spending will be significantly reduced in 2019, having substantially completed the work on both our Tech Centre and our new enterprise resource planning system during 2018. We expect that this will allow us to generate free cash flow in 2019, which will serve to further enhance our strong balance sheet. By generating free cash flow and making disciplined investments in our business, we expect to be able to continue to improve our return on invested capital over time.
I’d like to thank our employees for their dedication and contributions, and I’d also like to thank our partners at Repeat Precision. We have the best team in the business and the right strategies in place to deliver value to our customers and create value for our shareholders.”
Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net (Loss) Income, Adjusted Net (Loss) Earnings per Diluted Share and Free Cash Flow are non-GAAP financial measures. For an explanation of these measures and a reconciliation, refer to “Non-GAAP Financial Measures” below.
Conference Call
The Company will host a conference call to discuss its fourth quarter and full year 2018 results on
An audio replay of the conference call will be available shortly after the conclusion of the call and will remain available for approximately seven days. It can be accessed by dialing (855) 859-2056 within
About
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: declines in the level of oil and natural gas exploration and production activity within
Contact
Chief Financial Officer
(281) 453-2222
IR@ncsmultistage.com
NCS MULTISTAGE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) |
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Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
Revenues | ||||||||||||||||
Product sales | $ | 34,267 | $ | 30,304 | $ | 156,781 | $ | 144,666 | ||||||||
Services | 15,921 | 19,880 | 70,182 | 56,968 | ||||||||||||
Total revenues | 50,188 | 50,184 | 226,963 | 201,634 | ||||||||||||
Cost of sales | ||||||||||||||||
Cost of product sales, exclusive of depreciation and amortization expense shown below |
17,292 | 16,514 | 74,892 | 76,288 | ||||||||||||
Cost of services, exclusive of depreciation and amortization expense shown below |
8,693 | 8,081 | 33,414 | 22,504 | ||||||||||||
Total cost of sales, exclusive of depreciation and amortization expense shown below |
25,985 | 24,595 | 108,306 | 98,792 | ||||||||||||
Selling, general and administrative expenses | 20,305 | 18,135 | 82,813 | 64,707 | ||||||||||||
Depreciation | 1,318 | 1,139 | 4,747 | 3,193 | ||||||||||||
Amortization | 3,231 | 5,977 | 13,090 | 24,458 | ||||||||||||
Change in fair value of contingent consideration | 133 | 4,940 | (2,872 | ) | 5,525 | |||||||||||
Impairments | 227,543 | — | 227,543 | — | ||||||||||||
(Loss) income from operations | (228,327 | ) | (4,602 | ) | (206,664 | ) | 4,959 | |||||||||
Other income (expense) | ||||||||||||||||
Interest expense, net | (581 | ) | (555 | ) | (1,963 | ) | (4,306 | ) | ||||||||
Other income (expense), net | 114 | (47 | ) | 182 | 1,085 | |||||||||||
Foreign currency exchange gain | 561 | — | 162 | 224 | ||||||||||||
Total other income (expense) | 94 | (602 | ) | (1,619 | ) | (2,997 | ) | |||||||||
(Loss) income before income tax | (228,233 | ) | (5,204 | ) | (208,283 | ) | 1,962 | |||||||||
Income tax (benefit) expense | (26,189 | ) | (1,352 | ) | (23,052 | ) | 670 | |||||||||
Net (loss) income | (202,044 | ) | (3,852 | ) | (185,231 | ) | 1,292 | |||||||||
Net income attributable to non-controlling interest | 1,521 | (509 | ) | 5,086 | (810 | ) | ||||||||||
Net (loss) income attributable to NCS Multistage Holdings, Inc. |
$ | (203,565 | ) | $ | (3,343 | ) | $ | (190,317 | ) | $ | 2,102 | |||||
(Loss) earnings per common share | ||||||||||||||||
Basic (loss) earnings per common share attributable to NCS Multistage Holdings, Inc. |
$ | (4.51 | ) | (0.08 | ) | $ | (4.25 | ) | $ | 0.05 | ||||||
Diluted (loss) earnings per common share attributable to NCS Multistage Holdings, Inc. |
$ | (4.51 | ) | (0.08 | ) | $ | (4.25 | ) | $ | 0.05 | ||||||
Weighted average common shares outstanding | ||||||||||||||||
Basic | 45,088 | 43,912 | 44,788 | 40,484 | ||||||||||||
Diluted | 45,088 | 43,912 | 44,788 | 43,583 |
NCS MULTISTAGE HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) |
||||||||
December 31, | December 31, | |||||||
2018 |
2017 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | 25,131 | $ | 33,809 | ||||
Accounts receivable—trade, net | 49,984 | 47,880 | ||||||
Inventories | 32,753 | 33,135 | ||||||
Prepaid expenses and other current assets | 2,037 | 1,616 | ||||||
Other current receivables | 4,685 | 1,369 | ||||||
Total current assets | 114,590 | 117,809 | ||||||
Noncurrent assets | ||||||||
Property and equipment, net | 32,296 | 23,651 | ||||||
Goodwill | 23,112 | 184,478 | ||||||
Identifiable intangibles, net | 48,985 | 136,412 | ||||||
Deposits and other assets | 1,392 | 1,563 | ||||||
Deferred income taxes, net | 9,326 | — | ||||||
Total noncurrent assets | 115,111 | 346,104 | ||||||
Total assets | $ | 229,701 | $ | 463,913 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current liabilities | ||||||||
Accounts payable—trade | $ | 7,167 | $ | 7,448 | ||||
Accrued expenses | 4,084 | 6,673 | ||||||
Income taxes payable | 184 | 10,561 | ||||||
Current contingent consideration | 9,963 | — | ||||||
Other current liabilities | 1,991 | 1,673 | ||||||
Current maturities of long-term debt | 2,236 | 5,334 | ||||||
Total current liabilities | 25,625 | 31,689 | ||||||
Noncurrent liabilities | ||||||||
Long-term debt, less current maturities | 23,455 | 21,702 | ||||||
Noncurrent contingent consideration | — | 12,835 | ||||||
Other long-term liabilities | 1,258 | 4,513 | ||||||
Deferred income taxes, net | 3,132 | 24,183 | ||||||
Total noncurrent liabilities | 27,845 | 63,233 | ||||||
Total liabilities | 53,470 | 94,922 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity | ||||||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, one share issued and outstanding at | — | — | ||||||
December 31, 2018 and 2017 | ||||||||
Common stock, $0.01 par value, 225,000,000 shares authorized, 45,100,771 shares issued | ||||||||
and 45,072,463 shares outstanding at December 31, 2018 and 43,931,484 shares issued | ||||||||
and 43,913,136 shares outstanding at December 31, 2017 | 451 | 439 | ||||||
Additional paid-in capital | 411,423 | 399,426 | ||||||
Accumulated other comprehensive loss | (84,030 | ) | (66,707 | ) | ||||
Retained (deficit) earnings | (166,206 | ) | 23,864 | |||||
Treasury stock, at cost; 28,308 shares at December 31, 2018 and 18,348 shares | ||||||||
at December 31, 2017 | (337 | ) | (175 | ) | ||||
Total stockholders’ equity | 161,301 | 356,847 | ||||||
Non-controlling interest | 14,930 | 12,144 | ||||||
Total equity | 176,231 | 368,991 | ||||||
Total liabilities and stockholders' equity | $ | 229,701 | $ | 463,913 |
NCS MULTISTAGE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) |
|||||||
Year Ended December 31, | |||||||
2018 | 2017 | ||||||
(Unaudited) | |||||||
Cash flows from operating activities | |||||||
Net (loss) income | $ | (185,231 | ) | $ | 1,292 | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
|||||||
Depreciation and amortization | 17,837 | 27,651 | |||||
Impairments | 227,543 | — | |||||
Amortization of deferred loan cost | 334 | 444 | |||||
Share-based compensation | 10,930 | 6,108 | |||||
Provision for inventory obsolescence | 1,673 | — | |||||
Deferred income tax benefit | (28,840 | ) | (18,959 | ) | |||
Loss (gain) on sale of property and equipment | 74 | (33 | ) | ||||
Foreign exchange gain on financing item | — | (1,760 | ) | ||||
Write-off of deferred loan costs | — | 1,422 | |||||
Change in fair value of contingent consideration | (2,872 | ) | 5,525 | ||||
Provision for doubtful accounts | 304 | — | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable—trade | (4,213 | ) | (9,490 | ) | |||
Inventories | (2,949 | ) | (10,608 | ) | |||
Prepaid expenses and other assets | (624 | ) | (114 | ) | |||
Accounts payable—trade | 219 | (3,755 | ) | ||||
Accrued expenses | (2,430 | ) | 2,843 | ||||
Other liabilities | (620 | ) | (247 | ) | |||
Income taxes receivable/payable | (17,109 | ) | 15,795 | ||||
Net cash provided by operating activities | 14,026 | 16,114 | |||||
Cash flows from investing activities | |||||||
Purchases of property and equipment | (11,134 | ) | (5,366 | ) | |||
Purchase and development of software and technology | (4,675 | ) | (54 | ) | |||
Proceeds from sales of property and equipment | 399 | 354 | |||||
Proceeds from short-term note receivable | — | 1,000 | |||||
Acquisitions of businesses, net of cash acquired | — | (81,155 | ) | ||||
Net cash used by investing activities | (15,410 | ) | (85,221 | ) | |||
Cash flows from financing activities | |||||||
Equipment note borrowings | 1,988 | 1,533 | |||||
Payments on equipment note and capital leases | (2,422 | ) | (704 | ) | |||
Promissory note borrowings | 5,360 | 8,995 | |||||
Payments on promissory note | (8,673 | ) | (5,682 | ) | |||
Line of credit borrowings | — | 20,000 | |||||
Payment of deferred loan cost related to senior secured credit facility | — | (971 | ) | ||||
Payments related to public offering | — | (2,178 | ) | ||||
Proceeds from related party note receivable | — | 752 | |||||
Repayment of term note | — | (89,077 | ) | ||||
Proceeds from issuance of common stock, net of offering costs | — | 151,356 | |||||
Proceeds from the exercise of options for common stock, net | 1,079 | 9 | |||||
Treasury shares withheld | (162 | ) | — | ||||
Distribution to non-controlling interest | (2,300 | ) | — | ||||
Net cash (used) provided by financing activities | (5,130 | ) | 84,033 | ||||
Effect of exchange rate changes on cash and cash equivalents | (2,164 | ) | 608 | ||||
Net change in cash and cash equivalents | (8,678 | ) | 15,534 | ||||
Cash and cash equivalents beginning of period | 33,809 | 18,275 | |||||
Cash and cash equivalents end of period | $ | 25,131 | $ | 33,809 | |||
Supplemental cash flow information | |||||||
Cash paid for interest, net of amounts capitalized | $ | 1,373 | $ | 3,023 | |||
Cash paid for income taxes (net of refunds) | $ | 22,356 | $ | 4,033 | |||
Noncash investing and financing activities | |||||||
Issuance of common stock for business acquisition | $ | — | $ | 6,907 | |||
Assets obtained by entering into capital leases | $ | 2,603 | $ | 1,092 | |||
Changes in accounts payable related to capital expenditures | $ | 783 | $ | — | |||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share data)
(Unaudited)
Non-GAAP Financial Measures
EBITDA is defined as net (loss) income before interest expense, net, income tax expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude certain items which we believe are not reflective of ongoing operating performance or which, in the case of impairments and share-based compensation, are non-cash in nature. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenues. Adjusted Net (Loss) Income is defined as net (loss) income attributable to
EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net (Loss) Income, Adjusted Net (Loss) Earnings per Diluted Share and Free Cash Flow (our “non-GAAP financial measures”) are not defined under generally accepted accounting principles (“GAAP”), are not measures of net income, income from operations, cash provided by operating activities or any other performance measure derived in accordance with GAAP, and are subject to important limitations. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies in our industry and are not measures of performance calculated in accordance with GAAP. Our non-GAAP financial measures have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our financial performance as reported under GAAP and they should not be considered as alternatives to net income (loss), cash provided by operating activities or any other performance measures derived in accordance with GAAP as measures of operating performance or as alternatives to cash flow from operating activities as measures of our liquidity.
The tables below set forth reconciliations of our non-GAAP financial measures to the most directly comparable measure of financial performance calculated under GAAP:
ADJUSTED NET (LOSS) INCOME AND ADJUSTED NET (LOSS) EARNINGS PER DILUTED SHARE
Three Months Ended | Year Ended | ||||||||||||||||||||||||||||||
December 31, 2018 | December 31, 2017 | December 31, 2018 | December 31, 2017 | ||||||||||||||||||||||||||||
Effect on Net Loss (After- Tax) |
Impact on Diluted Loss Per Share |
Effect on Net (Loss) Income (After- Tax) |
Impact on Diluted (Loss) Earnings Per Share |
Effect on Net (Loss) Income (After- Tax) |
Impact on Diluted (Loss) Earnings Per Share |
Effect on Net Income (After- Tax) |
Impact on Diluted Earnings Per Share |
||||||||||||||||||||||||
Net (loss) income attributable to NCS Multistage Holdings, Inc. |
$ | (203,565 | ) | $ | (4.51 | ) | $ | (3,343 | ) | $ | (0.08 | ) | $ | (190,317 | ) | $ | (4.25 | ) | $ | 2,102 | $ | 0.05 | |||||||||
Adjustments (after tax) | |||||||||||||||||||||||||||||||
Impairments (a) | 201,433 | 4.46 | — | — | 202,359 | 4.52 | — | — | |||||||||||||||||||||||
Write-off of debt issuance costs (b) | — | — | — | — | — | — | 936 | 0.02 | |||||||||||||||||||||||
IPO-related professional expense (c) | — | — | 32 | — | — | — | 1,517 | 0.03 | |||||||||||||||||||||||
Acquisition and merger costs (d) | — | — | (18 | ) | — | — | — | 669 | 0.02 | ||||||||||||||||||||||
Realized and unrealized (gains) losses (e) | (478 | ) | (0.01 | ) | 49 | — | (153 | ) | (0.01 | ) | (169 | ) | — | ||||||||||||||||||
Change in fair value of contingent consideration (f) | 118 | — | 3,657 | 0.09 | (2,554 | ) | (0.06 | ) | 3,638 | 0.08 | |||||||||||||||||||||
Adjusted net (loss) income attributable to NCS Multistage Holdings, Inc. |
$ | (2,492 | ) | $ | (0.06 | ) | $ | 377 | $ | 0.01 | $ | 9,335 | $ | 0.20 | $ | 8,693 | $ | 0.20 |
- Represents non-cash impairment charges for goodwill and intangible assets as the fair values were lower than the carrying values.
- Includes the remaining deferred loan costs of
$1,422 related to the prior credit agreement that were expensed when the debt was repaid with a portion of our net proceeds from the initial public offering (“IPO”) during the second quarter of 2017. - Represents non-capitalizable costs of professional services incurred in connection with our IPO.
- Represents costs of professional services incurred in connection with our acquisitions of
Spectrum Tracer Services, LLC and a 50% interest inRepeat Precision, LLC . - Represents realized and unrealized foreign currency translation gains and losses primarily in respect of our indebtedness.
- Represents the change in the fair value of the earn-outs associated with our acquisitions.
NCS MULTISTAGE HOLDINGS, INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION (In thousands) (Unaudited) ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN |
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Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Net (loss) income | $ | (202,044 | ) | $ | (3,852 | ) | $ | (185,231 | ) | $ | 1,292 | |||||
Income tax (benefit) expense | (26,189 | ) | (1,352 | ) | (23,052 | ) | 670 | |||||||||
Interest expense, net (a) | 581 | 555 | 1,963 | 4,306 | ||||||||||||
Depreciation | 1,318 | 1,139 | 4,747 | 3,193 | ||||||||||||
Amortization | 3,231 | 5,977 | 13,090 | 24,458 | ||||||||||||
EBITDA | (223,103 | ) | 2,467 | (188,483 | ) | 33,919 | ||||||||||
Impairments (b) | 227,543 | — | 227,543 | — | ||||||||||||
Share-based compensation (c) | 2,733 | 2,219 | 10,930 | 6,108 | ||||||||||||
Professional fees (d) | 294 | 533 | 1,542 | 3,870 | ||||||||||||
Unrealized foreign currency (gain) loss (e) | (693 | ) | (3,169 | ) | 1,479 | 17,006 | ||||||||||
Realized foreign currency loss (gain) (f) | 132 | 3,169 | (1,641 | ) | (17,230 | ) | ||||||||||
Change in fair value of contingent consideration (g) | 133 | 4,940 | (2,872 | ) | 5,525 | |||||||||||
Other (h) | 713 | 234 | 1,241 | 300 | ||||||||||||
Adjusted EBITDA | $ | 7,752 | $ | 10,393 | $ | 49,739 | $ | 49,498 | ||||||||
Adjusted EBITDA Margin | 15 | % | 21 | % | 22 | % | 25 | % |
- Includes the remaining deferred loan costs of
$1,422 related to the prior credit agreement that were expensed when the debt was repaid with a portion of our net proceeds from the IPO during the second quarter of 2017. - Represents non-cash impairment charges for goodwill and intangible assets as the fair values were lower than the carrying values.
- Represents non-cash compensation charges related to share-based compensation granted to our officers, employees and directors.
- Represents non-capitalizable costs of professional services incurred in connection with our IPO, financings, refinancings, legal proceedings and the evaluation of proposed and completed acquisitions.
- Represents unrealized foreign currency translation gains and losses primarily in respect of our indebtedness.
- Represents realized foreign currency translation gains and losses with respect to principal and interest payments related to our indebtedness.
- Represents the change in the fair value of the earn-outs associated with our acquisitions.
- Represents the impact of a research and development subsidy that is included in income tax (benefit) expense in accordance with GAAP, fees incurred in connection with refinancing our credit facilities, arbitration awards, board of directors fees and travel expenses prior to our IPO, as permitted by the terms of our prior credit agreement, and other charges and credits.
NCS MULTISTAGE HOLDINGS, INC. REVENUE BY GEOGRAPHIC AREA (In thousands) (Unaudited) |
||||||||||||
Three Months Ended | Year Ended | |||||||||||
December 31, | December 31, | |||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||
United States | ||||||||||||
Product sales | $ | 19,447 | $ | 8,525 | $ | 67,458 | $ | 41,261 | ||||
Services | 8,008 | 11,616 | 35,984 | 22,659 | ||||||||
Total United States | 27,455 | 20,141 | 103,442 | 63,920 | ||||||||
Canada | ||||||||||||
Product sales | 13,218 | 21,762 | 80,871 | 96,716 | ||||||||
Services | 6,040 | 7,611 | 28,607 | 31,183 | ||||||||
Total Canada | 19,258 | 29,373 | 109,478 | 127,899 | ||||||||
Other Countries | ||||||||||||
Product sales | 1,602 | 17 | 8,452 | 6,689 | ||||||||
Services | 1,873 | 653 | 5,591 | 3,126 | ||||||||
Total Other Countries | 3,475 | 670 | 14,043 | 9,815 | ||||||||
Total | ||||||||||||
Product sales | 34,267 | 30,304 | 156,781 | 144,666 | ||||||||
Services | 15,921 | 19,880 | 70,182 | 56,968 | ||||||||
Total | $ | 50,188 | $ | 50,184 | $ | 226,963 | $ | 201,634 |