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Debt (Tables)

12 Months Ended

Dec. 31, 2019



	December 31,		December 31,
	2019		2018
Prior Senior Secured Credit Facility	$	—	$	20,000
New Senior Secured Credit Facility		10,000		—
Equipment notes		—		2,412
Finance leases		2,917		3,279
Total debt		12,917		25,691
Less: current portion		(1,481)		(2,236)
Long-term debt	$	11,436	$	23,455

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 11,243	$ 25,131
Accounts receivable—trade, net	41,960	49,984
Inventories, net	39,921	32,753
Prepaid expenses and other current assets	2,444	2,037
Other current receivables	5,028	4,685
Total current assets	100,596	114,590
Noncurrent assets
Property and equipment, net	32,974	32,296
Goodwill	15,222	23,112
Identifiable intangibles, net	45,248	48,985
Deposits and other assets	8,531	1,392
Deferred income taxes, net	6	9,326
Total noncurrent assets	101,981	115,111
Total assets	202,577	229,701
Current liabilities
Accounts payable—trade	8,549	7,167
Accrued expenses	3,451	4,084
Income taxes payable	1,883	184
Current contingent consideration		9,963
Current maturities of long-term debt	1,481	2,236
Other current liabilities	4,416	1,991
Total current liabilities	19,780	25,625
Noncurrent liabilities
Long-term debt, less current maturities	11,436	23,455
Other long-term liabilities	4,860	1,258
Deferred income taxes, net	2,956	3,132
Total noncurrent liabilities	19,252	27,845
Total liabilities	39,032	53,470
Commitments and contingencies (Note10)
Stockholders' equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at December 31, 2019 and one share issued and outstanding at December 31, 2018
Common stock, $0.01 par value, 225,000,000 shares authorized, 46,905,782 shares issued and 46,813,117 shares outstanding at December 31, 2019 and 45,100,771 shares issued and 45,072,463 shares outstanding at December 31, 2018	469	451
Additional paid-in capital	424,633	411,423
Accumulated other comprehensive loss	(80,811)	(84,030)
Retained deficit	(199,029)	(166,206)
Treasury stock, at cost; 92,665 shares at December 31, 2019 and 28,308 shares at December 31, 2018	(652)	(337)
Total stockholders’ equity	144,610	161,301
Non-controlling interest	18,935	14,930
Total equity	163,545	176,231
Total liabilities and stockholders' equity	$ 202,577	$ 229,701

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME [Abstract]
Net (loss) income	$ (22,818)	$ (185,231)	$ 1,292
Foreign currency translation adjustments, net of tax of $0	3,219	(17,323)	15,308
Comprehensive (loss) income	(19,599)	(202,554)	16,600
Comprehensive income (loss) attributable to non-controlling interest	10,005	5,086	(810)
Comprehensive (loss) income attributable to NCS Multistage Holdings, Inc.	$ (29,604)	$ (207,640)	$ 17,410

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=118930883&loc=SL7669625-108580

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=116874947&loc=SL4591551-111686

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=118932676&loc=d3e3000-108585

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=116874947&loc=SL4591552-111686

+ Details

Goodwill and Identifiable Intangibles (Changes in Carrying Amount of Goodwill) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Goodwill and Identifiable Intangibles [Abstract]
Goodwill gross beginning balance		$ 177,115,000	$ 184,478,000
Goodwill gross, Purchase price allocation adjustments			54,000
Goodwill gross, Impairment
Goodwill gross, Currency translation adjustment		47,000	(7,417,000)
Goodwill gross ending balance	$ 177,115,000	177,162,000	177,115,000	$ 184,478,000
Accumulated Impairment beginning balance		(154,003,000)
Accumulated impairment, Impairment	(154,000,000)	(7,937,000)	(154,003,000)	0
Accumulated Impairment ending balance	(154,003,000)	(161,940,000)	(154,003,000)
Goodwill net beginning balance		23,112,000	184,478,000
Goodwill net, Purchase price allocation adjustment			54,000
Goodwill net, Impairment			(154,003,000)
Goodwill net, Currency translation adjustment		47,000	(7,417,000)
Goodwill net ending balance	$ 23,112,000	$ 15,222,000	$ 23,112,000	$ 184,478,000

Income Taxes (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Contingency [Line Items]
Income tax expense (benefit)	$ 10,752	$ (23,052)	$ 670
Effective tax rate	(89.10%)	11.10%	34.10%
2017 Tax Act, income tax expense			$ 3,900
Tax Cuts and Jobs Act, measurement period adjustment, income tax expense (benefit)			3,900
Tax Act of 2017 income tax benefit			500
2017 Tax Act mandatory one-time tax on the accumulated earnings of our foreign subsidiaries			$ 4,400
Statutory corporate tax rate	21.00%	21.00%	35.00%
Decrease in effective tax rate	(15.70%)
Deferred tax assets, valuation allowance	$ 14,226	$ 1,120
Domestic Tax Authority [Member]
Income Tax Contingency [Line Items]
Deferred tax assets, valuation allowance	$ 13,100

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities
Net (loss) income	$ (22,818)	$ (185,231)	$ 1,292
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	10,436	17,837	27,651
Impairments	7,919	227,543
Amortization of deferred loan cost	312	334	444
Share-based compensation	12,542	10,930	6,108
Provision for inventory obsolescence	895	1,673
Deferred income tax expense (benefit)	9,000	(28,840)	(18,959)
(Gain) loss on sale of property and equipment	(312)	74	(33)
Foreign exchange (gain) loss on financing item			(1,760)
Write-off of deferred loan costs			1,422
Change in fair value of contingent consideration	37	(2,872)	5,525
Provision for doubtful accounts	3,500	304
Payment of contingent consideration	(3,042)
Changes in operating assets and liabilities:
Accounts receivable—trade	4,735	(4,213)	(9,490)
Inventories, net	(7,639)	(2,949)	(10,608)
Prepaid expenses and other assets	488	(624)	(114)
Accounts payable—trade	2,580	219	(3,755)
Accrued expenses	(681)	(2,430)	2,843
Other liabilities	(1,606)	(620)	(247)
Income taxes receivable/payable	1,603	(17,109)	15,795
Net cash provided by operating activities	17,949	14,026	16,114
Cash flows from investing activities
Purchases of property and equipment	(6,123)	(11,134)	(5,366)
Purchase and development of software and technology	(251)	(4,675)	(54)
Proceeds from sales of property and equipment	1,372	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	(5,002)	(15,410)	(85,221)
Cash flows from financing activities
Equipment note borrowings	835	1,988	1,533
Payments on equipment note and finance leases	(5,021)	(2,422)	(704)
Promissory note borrowings		5,360	8,995
Payments on promissory note		(8,673)	(5,682)
Payments on revolver	(10,000)
Payment of contingent consideration	(6,958)
Line of credit borrowings			20,000
Payment of deferred loan cost related to senior secured revolving credit facility	(871)		(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	(315)	(162)
Distribution to non-controlling interest	(6,000)	(2,300)
Proceeds from the issuance of ESPP shares	1,025
Net cash (used) provided by financing activities	(27,305)	(5,130)	84,033
Effect of exchange rate changes on cash and cash equivalents	470	(2,164)	608
Net change in cash and cash equivalents	(13,888)	(8,678)	15,534
Cash and cash equivalents beginning of period	25,131	33,809	18,275
Cash and cash equivalents end of period	11,243	25,131	33,809
Supplemental cash flow information
Cash paid for interest, net of amounts capitalized	1,070	1,373	3,023
Cash paid for income taxes (net of refunds)	122	22,356	4,033
Noncash investing and financing activities
Issuance of common stock for business acquisition			6,907
Assets obtained by entering into finance leases	1,383	2,603	$ 1,092
Changes in accounts payable related to capital expenditures	$ (599)	$ 783

Leases (Supplemental Balance Sheet Information Related to Leases) (Details)
$ in Thousands

Dec. 31, 2019

USD ($)

Leases [Abstract]

Operating lease right-of-use assets

$ 5,071

Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]

us-gaap:OtherAssetsNoncurrent

Finance lease right-of-use assets

$ 3,379

^[1]

Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]

us-gaap:PropertyPlantAndEquipmentNet

Total leased right-of-use assets

$ 8,450

Liabilities Current

Operating lease liabilities

$ 2,052

Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]

us-gaap:OtherLiabilitiesCurrent

Finance lease liabilities

$ 1,481

Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]

us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent

Liabilities Noncurrent

Operating lease liabilities

$ 3,487

Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]

us-gaap:OtherLiabilitiesNoncurrent

Finance lease liabilities

$ 1,436

Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]

us-gaap:LongTermDebtAndCapitalLeaseObligations

Total lease liabilities

$ 8,456

Accumulated amortization

$ 2,400

[1]	Finance lease right-of-use assets are recorded net of accumulated amortization of $2.4 million as of December 31, 2019.

(Loss) Earnings Per Share (Reconciliation of Numerator and Denominator for Calculating Earnings (loss) Per Share from Net Income (loss)) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2019

Sep. 30, 2019

Jun. 30, 2019

Mar. 31, 2019

Dec. 31, 2018

Sep. 30, 2018

Jun. 30, 2018

Mar. 31, 2018

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Numerator—Basic

Net (loss) income

$ 19

$ 6,609

$ (19,568)

$ (9,878)

$ (202,044)

$ 7,766

$ (2,818)

$ 11,865

$ (22,818)

$ (185,231)

$ 1,292

Less: income attributable to participating shares

Less: income (loss) attributable to non-controlling interest

10,005

5,086

(810)

Net (loss) income attributable to NCS Multistage Holdings, Inc.—Basic

(32,823)

(190,317)

2,047

Numerator—Diluted

Net (loss) income

6,609

(19,568)

(9,878)

(202,044)

7,766

(2,818)

11,865

(22,818)

(185,231)

1,292

Less: income (loss) attributable to non-controlling interest

10,005

5,086

(810)

Net (loss) income attributable to NCS Multistage Holdings, Inc.—Diluted

$ (2,177)

$ 3,621

$ (22,301)

$ (11,966)

$ (203,565)

$ 6,323

$ (4,053)

$ 10,978

$ (32,823)

$ (190,317)

$ 2,102

Denominator

Basic weighted average number of shares (in shares)

46,643

44,788

40,484

Exchangeable shares for common stock (in shares)

1,786

Dilutive effect of stock options, RSUs, PSUs and ESPP

1,313

Diluted weighted average number of shares (in shares)

46,643

44,788

43,583

(Loss) earnings per common share

Basic (in dollars per share)

$ (0.05)

^[1]

$ 0.08

^[1]

$ (0.48)

^[1]

$ (0.26)

^[1]

$ (4.51)

^[1]

$ 0.14

^[1]

$ (0.09)

^[1]

$ 0.24

^[1]

$ (0.70)

$ (4.25)

$ 0.05

Diluted (in dollars per share)

$ (0.05)

^[1]

$ 0.08

^[1]

$ (0.48)

^[1]

$ (0.26)

^[1]

$ (4.51)

^[1]

$ 0.13

^[1]

$ (0.09)

^[1]

$ 0.23

^[1]

$ (0.70)

$ (4.25)

$ 0.05

Potentially dilutive securities excluded as anti-dilutive

4,272

3,572

[1]	The sum of the individual quarterly earnings per share amounts may not agree with the annual amount reported as each quarterly computation is based on the weighted average number of common shares outstanding during the period.

Property and Equipment (Schedule of Property and Equipment by Major Asset Class) (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Property and equipment	$ 46,332	$ 36,009
Less: Accumulated depreciation and amortization	(14,333)	(10,270)
Property and equipment, net, excluding construction in progress	31,999	25,739
Construction in progress	975	6,557
Property and equipment, net	32,974	32,296
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	2,090	1,995
Building and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	12,242	5,185
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	21,469	18,135
Computer and Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	2,694	2,373
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	1,208	1,097
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	6,385	6,980
Service Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 244	$ 244

Goodwill and Identifiable Intangibles

12 Months Ended

Dec. 31, 2019

Goodwill and Identifiable Intangibles [Abstract]

Goodwill and Identifiable Intangibles

Note 7. Goodwill and Identifiable Intangibles

Changes in the carrying amount of goodwill is as follows (in thousands):



	Gross Value		Accumulated Impairment		Net
At December 31, 2017	$	184,478	$	—	$	184,478
Purchase price allocation adjustment		54		—		54
Impairment		—		(154,003)		(154,003)
Currency translation adjustment		(7,417)		—		(7,417)
At December 31, 2018	$	177,115	$	(154,003)	$	23,112
Impairments		—		(7,937)		(7,937)
Currency translation adjustment		47		—		47
At December 31, 2019	$	177,162	$	(161,940)	$	15,222

We perform our annual impairment tests of goodwill as of December 31, or when there is an indication an impairment may have occurred. Under generally accepted accounting principles, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of one or more of our reporting units is greater than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, there is no need to perform any further testing. However, if we conclude otherwise, then we are required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded based on that difference. We also have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test.

During the second quarter of 2019, we performed an impairment test for goodwill using the quantitative method 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. 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. In completing our annual evaluation, we elected to perform a qualitative assessment and determined that Repeat Precision, which has goodwill of $15.2 million, did not have a fair value below its net carrying value, and therefore, no impairment was required for this reporting unit for the year ended December 31, 2019.

On December 31, 2018, we performed our annual impairment test for goodwill using the quantitative method on each of our three reporting units. As a result of unfavorable oil and gas industry market conditions in late 2018 that continued to persist into 2019 and the related impact on expected customer activity levels, particularly in Canada, as well as a decline in the quoted price of our common stock, we concluded that there had been an impairment because the carrying values exceeded the estimated fair values. We recorded impairment charges in the fourth quarter of 2018 in two reporting units, totaling $154.0 million. As a result of the impairment loss, we have no remaining goodwill in the fracturing systems and well construction reporting unit.

No goodwill impairments were recorded in 2017.

All goodwill impairment charges are included in “Impairments” in the consolidated statements of operations. See “Note 2. Summary of Significant Accounting Policies” for additional information.

Identifiable intangibles by major asset class consist of the following (in thousands):



		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



		December 31, 2018
	Estimated	Gross
	Useful	Carrying		Accumulated		Net
	Lives (Years)	Amount		Amortization		Balance
Technology	8 - 18	$	17,289	$	(516)	$	16,773
Trademarks	5 - 10		1,600		(213)		1,387
Customer relationships	10 - 21		28,544		(2,339)		26,205
Internally developed software	5		4,620		—		4,620
Total identifiable intangibles		$	52,053	$	(3,068)	$	48,985

Identifiable intangibles with definite lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. No finite-lived intangible impairments were recorded in 2019 or 2017.

On December 31, 2018, as a result of unfavorable oil and gas industry market conditions in late 2018 that continued to persist into early 2019 and the related impact on expected customer activity levels, particularly in Canada, as well as a decline in the quoted price of our common stock, we determined that the carrying values of certain intangible assets were no longer recoverable, which resulted in an impairment charge of $73.5 million in our asset group that includes fracturing systems and well construction, which we recorded in the fourth quarter of 2018. Impairment charges related to identifiable intangibles with definite lives are included in “Impairments” in the consolidated statements of operations. See “Note 2. Summary of Significant Accounting Policies” for additional information.

Total amortization expense, which is associated with the selling, general and administrative expenses income statement line item, for the years ended December 31, 2019, 2018 and 2017 was $4.6 million, $13.1 million and $24.5 million, respectively.

The total weighted average amortization period is 15 years and estimated future amortization expense is as follows (in thousands):


2020	$	4,576
2021		4,576
2022		4,576
2023		4,576
2024		3,591
Thereafter		23,353
Total	$	45,248

Employee Benefit Plan (Narrative) (Details) - 401(k) plan [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Employer matching contribution, percent of match	100.00%
Employer matching contribution, percent of employees' gross pay	3.00%
Employer discretionary matching contribution, percent of match	50.00%
Employer discretionary maximum matching contribution, percent of employee' gross pay	5.00%
Employer discretionary contribution amount	$ 1.5	$ 1.3	$ 0.8

Quarterly Financial Data (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2019

Sep. 30, 2019

Jun. 30, 2019

Mar. 31, 2019

Dec. 31, 2018

Sep. 30, 2018

Jun. 30, 2018

Mar. 31, 2018

Dec. 31, 2019

Dec. 31, 2018

Dec. 31, 2017

Quarterly Financial Data [Abstract]

Revenues

$ 52,094

$ 60,773

$ 39,768

$ 52,850

$ 50,188

$ 62,691

$ 43,398

$ 70,686

$ 205,485

$ 226,963

$ 201,634

Cost of sales

25,977

32,209

23,081

26,763

25,985

28,817

19,912

33,592

108,030

108,306

98,792

Gross profit

^[1]

25,106

27,562

15,671

25,139

23,337

33,107

22,749

36,391

Impairments

7,919

227,543

7,919

227,543

Income (loss) from operations

1,320

5,509

(16,757)

437

(228,327)

11,954

(3,291)

13,000

(9,491)

(206,664)

4,959

Net (loss) income

6,609

(19,568)

(9,878)

(202,044)

7,766

(2,818)

11,865

(22,818)

(185,231)

1,292

Net (loss) income attributable to NCS Multistage Holdings, Inc.

$ (2,177)

$ 3,621

$ (22,301)

$ (11,966)

$ (203,565)

$ 6,323

$ (4,053)

$ 10,978

$ (32,823)

$ (190,317)

$ 2,102

Basic (in dollars per share)

$ (0.05)

^[2]

$ 0.08

^[2]

$ (0.48)

^[2]

$ (0.26)

^[2]

$ (4.51)

^[2]

$ 0.14

^[2]

$ (0.09)

^[2]

$ 0.24

^[2]

$ (0.70)

$ (4.25)

$ 0.05

Diluted (in dollars per share)

$ (0.05)

^[2]

$ 0.08

^[2]

$ (0.48)

^[2]

$ (0.26)

^[2]

$ (4.51)

^[2]

$ 0.13

^[2]

$ (0.09)

^[2]

$ 0.23

^[2]

$ (0.70)

$ (4.25)

$ 0.05

[1]	Gross profit is defined as total revenue less cost of sales less depreciation and amortization attributed to cost of sales.
[2]	The sum of the individual quarterly earnings per share amounts may not agree with the annual amount reported as each quarterly computation is based on the weighted average number of common shares outstanding during the period.

Goodwill and Identifiable Intangibles (Schedule of Identifiable Intangibles) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Carrying Amount	$ 52,914	$ 52,053
Finite-lived intangible assets, Accumulated Amortization	(7,666)	(3,068)
Finite-lived intangible assets, Net Balance	45,248	48,985
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Carrying Amount	17,721	17,289
Finite-lived intangible assets, Accumulated Amortization	(2,380)	(516)
Finite-lived intangible assets, Net Balance	$ 15,341	$ 16,773
Technology [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	8 years	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	$ 1,600
Finite-lived intangible assets, Accumulated Amortization	(373)	(213)
Finite-lived intangible assets, Net Balance	$ 1,227	$ 1,387
Trademarks [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years	5 years
Trademarks [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	10 years	10 years
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Carrying Amount	$ 28,689	$ 28,544
Finite-lived intangible assets, Accumulated Amortization	(3,928)	(2,339)
Finite-lived intangible assets, Net Balance	$ 24,761	$ 26,205
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	10 years	10 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	21 years	21 years
Internally Developed Software [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	5 years	5 years
Finite-lived intangible assets, Gross Carrying Amount	$ 4,904	$ 4,620
Finite-lived intangible assets, Accumulated Amortization	(985)
Finite-lived intangible assets, Net Balance	$ 3,919	$ 4,620

Leases (Maturities of Lease Liabilities) (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Operating Leases
2020	$ 2,301
2021	1,722
2022	929
2023	423
2024	321
Thereafter	416
Total lease payments	6,112
Less: interest	573
Present value of lease liabilities	5,539
Finance Leases
2020	1,653
2021	1,049
2022	453
Total lease payments	3,155
Less: interest	238
Present value of lease liabilities	$ 2,917

(Loss) Earnings Per Share

12 Months Ended

Dec. 31, 2019

(Loss) Earnings Per Share [Abstract]

(Loss) Earnings Per Share

Note 16. (Loss) Earnings Per Share

The following table presents the reconciliation of the numerator and denominator for calculating loss (earnings) per share from net (loss) income (in thousands, except per share data):


	Year Ended December 31,
	2019		2018		2017
Numerator—Basic
Net (loss) income	$	(22,818)	$	(185,231)	$	1,292
Less: income attributable to participating shares		—		—		55
Less: income (loss) attributable to non-controlling interest		10,005		5,086		(810)
Net (loss) income attributable to NCS Multistage Holdings, Inc.––Basic	$	(32,823)	$	(190,317)		2,047

Numerator—Diluted
Net (loss) income	$	(22,818)	$	(185,231)	$	1,292
Less: income (loss) attributable to non-controlling interest		10,005		5,086		(810)
Net (loss) income attributable to NCS Multistage Holdings, Inc.––Diluted	$	(32,823)	$	(190,317)	$	2,102

Denominator
Basic weighted average number of shares		46,643		44,788		40,484
Exchangeable shares for common stock		—		—		1,786
Dilutive effect of stock options, RSUs, PSUs and ESPP		—		—		1,313
Diluted weighted average number of shares		46,643		44,788		43,583

(Loss) earnings per common share
Basic	$	(0.70)	$	(4.25)	$	0.05
Diluted	$	(0.70)	$	(4.25)	$	0.05

Potentially dilutive securities excluded as anti-dilutive		4,272		3,572		—

Revenues (Narrative) (Details) $ in Thousands	12 Months Ended
Revenues (Narrative) (Details) $ in Thousands	Dec. 31, 2019 USD ($) item	Dec. 31, 2018 USD ($) item
Revenue recognized from the contract liability balance \| $	$ 560	$ 500
Percentage of product and service revenues single performance obligation	99.00%	99.00%
Percentage of self-service product line revenues performance obligation	1.00%	1.00%
Number of performance obligations in self-service product line revenue	2	2
Revenue performance obligation product and services description	Approximately 99% of our product and service revenues are considered a single performance obligation. Our self-service product line, which is around one percent of our revenue for the years ended December 31, 2019 and 2018 is made up of two performance obligations: (i) the delivery of tracer materials to a customer well site and (ii) the creation of diagnostic reports ordered by customers when we do not perform an integrated service. For these contracts, we do not allocate the transaction price as the individual performance obligations are sold at standalone prices in the customer order. The transaction prices for our self-service product line that have two performance obligations are (i) the price per unit times the quantity of tracer materials and (ii) prices charged for diagnostic reports ordered by and delivered to the customer.
Maximum [Member]
Number of performance obligations in product and service revenue	2	2

Leases (Narrative) (Details) $ in Millions	Dec. 31, 2019 USD ($)
Additional operating leases not yet commenced	$ 8.0
Maximum [Member]
Operating lease renewal terms	10 years
Minimum [Member]
Operating lease renewal terms	5 years

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Taxes [Abstract]

Income Taxes

Note 15. Income Taxes

The provision (benefit) from income taxes consists of the following for the years ended December 31, 2019, 2018 and 2017 (in thousands):


	Year Ended December 31,
	2019		2018		2017
Current tax expense (benefit)
U.S. Federal	$	(382)	$	1,241	$	11,786
State		221		240		628
Foreign		1,913		4,307		7,215
Total current		1,752		5,788		19,629
Deferred tax expense (benefit)
U.S. Federal	$	8,746	$	(9,525)	$	(14,389)
State		580		(599)		(299)
Foreign		(326)		(18,716)		(4,271)
Total deferred		9,000		(28,840)		(18,959)
Total income taxes	$	10,752	$	(23,052)	$	670

The following is the domestic and foreign components of our (loss) income before income taxes for the years ended December 31, 2019, 2018 and 2017 (in thousands):


	Year Ended December 31,
	2019		2018		2017
U.S. Federal	$	(13,762)	$	(52,523)	$	(6,337)
Foreign		1,696		(155,760)		8,299
(Loss) income before income tax	$	(12,066)	$	(208,283)	$	1,962

The following is a summary of the items that caused recorded income taxes to differ from income taxes computed using the statutory federal income tax rate for the years ended December 31, 2019, 2018 and 2017:


	Year Ended December 31,
	2019		2018		2017
Income tax at federal statutory rate	21.0	%	21.0	%	35.0	%
Increase (decrease) in income taxes resulting from
Impairment expense	(2.6)	%	(15.7)	%	-	%
Foreign taxes on U.S. income	(12.1)	%	-	%	-	%
Non-controlling interest gain/losses	15.7	%	0.5	%	35.5	%
U.S. tax on foreign earnings	(5.7)	%	1.5	%	200.5	%
Deferred tax adjustment for foreign book value and tax basis differences	-	%	-	%	(197.3)	%
Nondeductible expenses	(3.7)	%	(0.2)	%	36.6	%
Deductible foreign taxes	2.7	%	-	%	-	%
Non U.S. income taxed at different rates	(1.2)	%	4.5	%	(16.9)	%
Research and other tax credits	6.4	%	0.4	%	(44.0)	%
Effect of rate change on deferred tax	1.9	%	-	%	(24.3)	%
Stock-based compensation	(7.7)	%	(0.2)	%	22.1	%
Manufacturing deduction	-	%	-	%	(23.8)	%
State taxes	4.1	%	0.2	%	8.6	%
Change in valuation allowance	(108.6)	%	(0.5)	%	(2.3)	%
Other	0.7	%	(0.4)	%	4.4	%
Income tax	(89.1)	%	11.1	%	34.1	%

We recorded a tax expense (benefit) of $10.8 million, $(23.1) million and $0.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. For the years ended December 31, 2019, 2018 and 2017, our effective tax rate was (89.1)%, 11.1% and 34.1%. Included in tax expense for the year ended December 31, 2019 of approximately $13.1 million was a valuation allowance against our U.S. deferred tax asset based on management’s position that we have 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 as well as the tax effect of a non-deductible goodwill impairment. The income tax benefit and effective tax rate for the year ended December 31, 2018 was significantly impacted by the income tax rate change from 35% to 21% and the one time impairment charge which resulted in a corresponding decrease in the effective tax rate of 15.7%. During the year ended December 31, 2017 the income tax expense and effective tax rate differences included several offsetting items, including the effect of recording a tax expense for the enacted U.S. tax reform legislation commonly referred to as the 2017 Tax Act of $3.9 million, not providing U.S. income taxes on the undistributed earnings of foreign subsidiaries because we intended to permanently reinvest such earnings outside the U.S. and a tax benefit for the reversal of our deferred tax liability due to the change in our foreign unremitted earnings assertion of $3.9 million. During the first quarter of 2017, we changed our assertion to state that undistributed foreign earnings are indefinitely or permanently reinvested as a result of cash proceeds received from the IPO during May 2017, a portion of which was used to pay off existing debt.

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. We recorded a tax benefit of $0.5 million for the remeasurement of federal net deferred tax liabilities resulting from the permanent reduction in the U.S. statutory corporate tax rate to 21% from 35% and recorded a mandatory one-time tax on the accumulated earnings of our foreign subsidiaries of $4.4 million. 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.

For our calendar year beginning in 2018 we are subject to several provisions of the 2017 Tax Act including computations under Global Intangible Low Taxed Income (“GILTI”) and Foreign Derived Intangible Income (“FDII”). We were able to make a reasonable estimate of the impact of each provision of the 2017 Tax Act on our effective tax rate for the years ended December 31, 2019 and 2018.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities as of December 31, 2019 and 2018 are as follows (in thousands):


	December 31,
	2019		2018
Deferred tax assets
Accruals not currently deductible	$	6,076	$	4,045
Depreciation and amortization		5,097		667
Foreign tax credit carryforward		778		1,120
Other		2,343		1,587
		14,294		7,419
Valuation allowance for deferred tax assets		(14,226)		(1,120)
Total deferred tax assets		68		6,299
Deferred tax liabilities
Depreciation and amortization		(3,006)		—
Foreign currency translation		(7)		(105)
Other		(5)		—
Total deferred tax liabilities		(3,018)		(105)
Net deferred tax assets(liabilities)	$	(2,950)	$	6,194

The above are included in the accompanying consolidated balance sheet as follows (in thousands):


	December 31,
	2019		2018
Deferred income tax assets—noncurrent	$	6	$	9,326
Deferred income tax liabilities—noncurrent		(2,956)		(3,132)
	$	(2,950)	$	6,194

A valuation allowance has been provided for the $14.2 million U.S. deferred tax asset as of December 31, 2019. We believe we have not met the more likely than not condition of realizing the benefit of this asset based on management’s position on the existence of sufficient projected U.S. taxable income of the appropriate character to recognize the tax benefit as well as the tax effect of a non-deductible goodwill impairment. A valuation allowance has also been recorded for a foreign tax credit carryforward as of December 31, 2019 in the amount of $0.8 million. The foreign tax credit carryforward will expire beginning in 2028.

Property and Equipment (Schedule of Depreciation Expense Associated Income Statement Line Items) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Depreciation expense	$ 5,877	$ 4,747	$ 3,193
Cost of product sales [Member]
Depreciation expense	2,711	2,003	1,234
Cost of services [Member]
Depreciation expense	1,266	1,070	677
Selling, general and administrative expenses [Member]
Depreciation expense	$ 1,900	$ 1,674	$ 1,282

Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Accrued Expenses [Abstract]
Accrued payroll and bonus	$ 2,558	$ 2,627
Property and franchise taxes accrual	462	424
Accrued other miscellaneous liabilities	431	1,033
Total accrued expenses	$ 3,451	$ 4,084

Debt (Narrative) (Details) - USD ($)				1 Months Ended	12 Months Ended
Debt (Narrative) (Details) - USD ($)	May 01, 2019	May 04, 2017	Feb. 27, 2017	Feb. 28, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Mar. 31, 2019	Sep. 30, 2018	Feb. 16, 2018	Aug. 31, 2017
Debt Instrument [Line Items]
Amortization expense of deferred financing charges					$ 312,000	$ 334,000	$ 444,000
Fair Value, Inputs, Level 2 [Member]
Debt Instrument [Line Items]
Debt instrument, fair value					12,500,000	25,300,000
Prior Senior Secured Credit Facility [Member]
Debt Instrument [Line Items]
Interest expense and commitment fees					500,000	1,300,000
Debt issuance cost		$ 1,000,000
Unamortized deferred costs					300,000
Prior Senior Secured Credit Facility [Member] \| Revolving Credit U.S. Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		25,000,000
Prior Senior Secured Credit Facility [Member] \| Revolving Credit Canadian Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		25,000,000
Prior Senior Secured Credit Facility [Member] \| Letter of Credit [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		5,000,000
Prior Senior Secured Credit Facility [Member] \| Swingline Loans [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 5,000,000
Prior Senior Secured Credit Facility [Member] \| Minimum [Member] \| US And Canadian Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate		2.25%
Prior Senior Secured Credit Facility [Member] \| Minimum [Member] \| Eurocurrency Rate [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate		3.25%
Prior Senior Secured Credit Facility [Member] \| Maximum [Member] \| US And Canadian Base Rate [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate		3.00%
Prior Senior Secured Credit Facility [Member] \| Maximum [Member] \| Eurocurrency Rate [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate		4.00%
New Senior Secured Credit Facility [Member] \| Wells Fargo Bank [Member]
Debt Instrument [Line Items]
Interest expense and commitment fees					700,000
Debt issuance cost	$ 900,000
Unamortized deferred costs	300,000
Amortization expense of deferred financing charges					200,000
New 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
Line of credit outstanding					10,000,000
New 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					$ 0
New Senior Secured Credit Facility [Member] \| Wells Fargo Bank [Member] \| Letter of Credit [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	5,000,000
New Senior Secured Credit Facility [Member] \| Wells Fargo Bank [Member] \| Swingline Loans [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5,000,000
New 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]
Debt Instrument [Line Items]
Asset coverage ratio	1.00%
New 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]
Debt Instrument [Line Items]
Asset coverage ratio	1.00%
New 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]
Debt Instrument [Line Items]
Debt maturity date					Feb. 14, 2021
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
Debt instrument variable interest rate			1.00%
Equipment Notes [Member] \| February 2017 Note [Member]
Debt Instrument [Line Items]
Long-term debt, gross						400,000
Equipment Notes [Member] \| September 2018 Note [Member]
Debt Instrument [Line Items]
Debt instrument, maximum borrowing capacity									$ 3,800,000
Equipment Notes [Member] \| Repeat Precision [Member] \| February 2017 Note [Member]
Debt Instrument [Line Items]
Long-term debt, gross								$ 0
Debt instrument, face amount				$ 800,000
Debt instrument variable interest rate				1.00%
Debt maturity date					Feb. 27, 2021
Equipment Notes [Member] \| Repeat Precision [Member] \| September 2018 Note [Member]
Debt Instrument [Line Items]
Long-term debt, gross					$ 0	2,000,000
Debt maturity date					Jun. 07, 2023
Amended And Restated Credit Agreement [Member] \| New Senior Secured Credit Facility [Member] \| Wells Fargo Bank [Member]
Debt Instrument [Line Items]
Debt instrument stated interest rate					5.375%
Amendment No.1 [Member] \| Prior Senior Secured Credit Facility [Member] \| Revolving Credit U.S. Facility [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity											$ 50,000,000
Line of credit outstanding						$ 20,000,000

Acquisition (Narrative) (Details) - USD ($) $ / shares in Units, shares in Millions			1 Months Ended	4 Months Ended	12 Months Ended
	Aug. 31, 2017	Feb. 01, 2017	Jan. 31, 2019	Dec. 31, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Income tax expense (benefit)					$ 10,752,000	$ (23,052,000)	$ 670,000
Spectrum Tracer Services [Member]
Business Acquisition [Line Items]
Ownership interest acquired, percent	100.00%
Business combination consideration transferred	$ 83,000,000
Common stock issued in business acquisition	0.4
Cash payment for acquisition	$ 76,000,000
Common stock price per share	$ 19.42
Business combination, earn-out amount	$ 400,000					0
Acquisition costs							700,000
Revenue contributed by acquiree since acquisition date				$ 12,800,000
Net income contributed by acquiree since acquisition date				$ 300,000
Income tax expense (benefit)						(3,400,000)	3,000,000
Spectrum Tracer Services [Member] \| If Actual Gross Profit Greater Than Earn-Out Threshold During October 1, 2017 and December 31, 2018 [Member]
Business Acquisition [Line Items]
Maximum earn-out contingent consideration	$ 12,500,000
Repeat Precision [Member]
Business Acquisition [Line Items]
Ownership interest acquired, percent		50.00%
Business combination consideration transferred		$ 6,000,000
Cash payment for acquisition			$ 10,000,000
Business combination, earn-out amount		7,000,000				10,000,000
Proceeds from promissory note		$ 1,000,000
Acquisition costs							300,000
Income tax expense (benefit)					$ 37,000	$ 500,000	$ 2,500,000

Share-Based Compensation (Summary of Stock Option Activity) (Details) - 2012 Equity Plan and 2017 Equity Plan [Member] - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Beginning balance, Outstanding (in shares)	2,422,695
Forfeited (in shares)	(62,781)
Expired (in shares)	(236,336)
Ending balance, Outstanding (in shares)	2,123,578	2,422,695
Unvested at end of period (in shares)	439,212
Exercisable at end of period (in shares)	1,684,366
Service Based Options [Member]
Beginning balance, Outstanding (in shares)	973,434
Beginning balance, Weighted average exercise price (in dollars per share)	$ 6.14
Forfeited (in shares)	(2,472)
Forfeited, Weighted average exercise price (in dollars per share)	$ 10.68
Expired (in shares)	(115,718)
Expired, Weighted average exercise price (in dollars per share)	$ 6.22
Ending balance, Outstanding (in shares)	855,244	973,434
Ending balance, Weighted average exercise price (in dollars per share)	$ 6.12	$ 6.14
Weighted average remaining contractual life (years)	3 years 2 months 19 days	4 years 2 months 16 days
Unvested at end of period (in shares)	13,477
Unvested at end of period, Weighted average exercise price (in dollars per share)	$ 12.13
Exercisable at end of period (in shares)	841,767
Exercisable at end of period, Weighted average exercise price (in dollars per share)	$ 6.02
Exercisable, Weighted average remaining contractual life (years)	3 years 1 month 28 days
Liquidity Options [Member]
Beginning balance, Outstanding (in shares)	1,449,261
Beginning balance, Weighted average exercise price (in dollars per share)	$ 6.18
Forfeited (in shares)	(60,309)
Forfeited, Weighted average exercise price (in dollars per share)	$ 6.31
Expired (in shares)	(120,618)
Expired, Weighted average exercise price (in dollars per share)	$ 6.31
Ending balance, Outstanding (in shares)	1,268,334	1,449,261
Ending balance, Weighted average exercise price (in dollars per share)	$ 6.16	$ 6.18
Weighted average remaining contractual life (years)	3 years 1 month 28 days	4 years 2 months 1 day
Unvested at end of period (in shares)	425,735
Unvested at end of period, Weighted average exercise price (in dollars per share)	$ 6.17
Exercisable at end of period (in shares)	842,599
Exercisable at end of period, Weighted average exercise price (in dollars per share)	$ 6.15
Exercisable, Weighted average remaining contractual life (years)	3 years 1 month 24 days

Leases (Scheduel of Future Annual Commitments Under ASC 840) (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Operating Leases
2019	$ 2,867
2020	1,276
2021	757
2022	434
2023	292
Thereafter	398
Total lease payments	6,024
Present value of lease liabilities	6,024
Finance Leases
2019	1,768
2020	973
2021	686
2022	198
Total lease payments	3,625
Less: interest	346
Present value of lease liabilities	$ 3,279

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2019
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 10. 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 lawsuits 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. In early February 2019, we filed a lawsuit against Diamondback Industries, Inc. (“Diamondback”) in the United States District Court for the Western District of Texas, Waco Division, alleging patent infringement, breach of contract and related claims stemming from Diamondback’s breach of an exclusive license, granted by Diamondback to Repeat Precision, to a patent necessary for the manufacture and sale of a disposable setting tool. Around the same time, Diamondback filed a lawsuit against Repeat Precision and various NCS entities in an effort to invalidate the exclusive license agreement and requested monetary damages. We believe the exclusive license is enforceable and there is no basis to support the claims asserted by Diamondback and have vigorously enforced our rights under the license agreement and at law, including claims for injunctive relief and monetary damages. The lawsuit was heard by the court in early 2020 and we are awaiting the judgment. 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. On March 3, 2017, we received $0.9 million resulting from an arbitration case that was decided in our favor in February 2017. This was recorded as other income, net in our consolidated statements of operations for the year ended December 31, 2017.

Inventories, net (Schedule of Inventories) (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Inventories, Net [Abstract]
Raw materials	$ 1,986	$ 2,470
Work in process	523	57
Finished goods	37,412	30,226
Total inventories, net	$ 39,921	$ 32,753

Inventories, Net

12 Months Ended

Dec. 31, 2019

Inventories, Net [Abstract]

Inventories, Net

Note 5. Inventories, net

Inventories consist of the following as of December 31, 2019 and 2018 (in thousands):


	December 31,		December 31,
	2019		2018
Raw materials	$	1,986	$	2,470
Work in process		523		57
Finished goods		37,412		30,226
Total inventories, net	$	39,921	$	32,753

Segment and Geographic Information (Summary of Revenue and Long-Lived Assets by Geographical Area) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenue and Long-Lived Assets by Country [Line Items]
Revenue	$ 52,094	$ 60,773	$ 39,768	$ 52,850	$ 50,188	$ 62,691	$ 43,398	$ 70,686	$ 205,485	$ 226,963	$ 201,634
Property and equipment, net	32,974				32,296				32,974	32,296
Product sales [Member]
Revenue and Long-Lived Assets by Country [Line Items]
Revenue									145,826	156,781	144,666
Services [Member]
Revenue and Long-Lived Assets by Country [Line Items]
Revenue									59,659	70,182	56,968
United States [Member]
Revenue and Long-Lived Assets by Country [Line Items]
Revenue									103,291	103,442	63,920
Property and equipment, net	15,939				16,475				15,939	16,475
United States [Member] \| Product sales [Member]
Revenue and Long-Lived Assets by Country [Line Items]
Revenue									79,128	67,458	41,261
United States [Member] \| Services [Member]
Revenue and Long-Lived Assets by Country [Line Items]
Revenue									24,163	35,984	22,659
Canada [Member]
Revenue and Long-Lived Assets by Country [Line Items]
Revenue									86,563	109,478	127,899
Property and equipment, net	16,246				15,292				16,246	15,292
Canada [Member] \| Product sales [Member]
Revenue and Long-Lived Assets by Country [Line Items]
Revenue									59,895	80,871	96,716
Canada [Member] \| Services [Member]
Revenue and Long-Lived Assets by Country [Line Items]
Revenue									26,668	28,607	31,183
Other Countries [Member]
Revenue and Long-Lived Assets by Country [Line Items]
Revenue									15,631	14,043	9,815
Property and equipment, net	$ 789				$ 529				789	529
Other Countries [Member] \| Product sales [Member]
Revenue and Long-Lived Assets by Country [Line Items]
Revenue									6,803	8,452	6,689
Other Countries [Member] \| Services [Member]
Revenue and Long-Lived Assets by Country [Line Items]
Revenue									$ 8,828	$ 5,591	$ 3,126

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2019
Employee Benefit Plan [Abstract]
Employee Benefit Plan	Note 13. Employee Benefit Plan Our U.S. employees are eligible to participate in a 401(k) plan sponsored by us. All eligible employees may contribute a percentage of their compensation subject to a maximum imposed by the Internal Revenue Code. Under the terms of the 401(k) plan, we match 100% of the first 3% of eligible compensation an employee contributes. Additionally, for contributing in excess of the first 3% of eligible compensation we provide a 50% match on any employee contribution up to 5% of eligible compensation. Similarly, our Canadian employees are eligible to participate in the Group Registered Retirement Savings Program. All eligible employees may make tax deferred contributions to the plan. Contributions made on behalf of Canadian employees by NCS are taxable income to the employee and may not exceed the Canadian Revenue Agency’s deduction limit for the given year. Our contributions to these benefit plans were $1.5 million, $1.3 million and $0.8 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Property and Equipment

12 Months Ended

Dec. 31, 2019

Property and Equipment [Abstract]

Property and Equipment

Note 6. Property and Equipment

Property and equipment by major asset class consist of the following as of December 31, 2019 and 2018 (in thousands):



	December 31,		December 31,
	2019		2018
Land	$	2,090	$	1,995
Building and improvements		12,242		5,185
Machinery and equipment		21,469		18,135
Computers and software		2,694		2,373
Furniture and fixtures		1,208		1,097
Vehicles		6,385		6,980
Service equipment		244		244
		46,332		36,009
Less: Accumulated depreciation and amortization		(14,333)		(10,270)
		31,999		25,739
Construction in progress		975		6,557
Property and equipment, net	$	32,974	$	32,296

The following table presents the depreciation expense associated with the following income statement line items for the years ended December 31, 2019, 2018 and 2017 (in thousands):


	Year Ended December 31,
	2019		2018		2017
Cost of sales
Cost of product sales	$	2,711	$	2,003	$	1,234
Cost of services		1,266		1,070		677
Selling, general and administrative expenses		1,900		1,674		1,282
Total depreciation	$	5,877	$	4,747	$	3,193

We lease vehicles for our transportation fleet, which are included in the table above. See “Note 14. Leases” for the related amortization expense.

Income Taxes (Summary of Items that Caused Recorded Income Taxes to Differ from Income Taxes Computed Using Statutory Federal Income Tax Rate) (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Taxes [Abstract]
Income tax expense at federal statutory rate	21.00%	21.00%	35.00%
Impairment expense	(2.60%)	(15.70%)
Foreign taxes on U.S. income	(12.10%)
Non-controlling interest gain/losses	15.70%	0.50%	35.50%
U.S. tax on foreign earnings	(5.70%)	1.50%	200.50%
Deferred tax adjustment for foreign book value and tax basis differences			(197.30%)
Nondeductible expenses	(3.70%)	(0.20%)	36.60%
Deductible foreign taxes	2.70%
Non U.S. income taxed at different rates	(1.20%)	4.50%	(16.90%)
Research and other tax credits	6.40%	0.40%	(44.00%)
Effect of rate change on deferred tax	1.90%		(24.30%)
Stock-based compensation	(7.70%)	(0.20%)	22.10%
Manufacturing deduction			(23.80%)
State taxes	4.10%	0.20%	8.60%
Change in valuation allowance	(108.60%)	(0.50%)	(2.30%)
Other	0.70%	(0.40%)	4.40%
Income tax	(89.10%)	11.10%	34.10%

Goodwill and Identifiable Intangibles (Schedule of Estimated Future Amortization Expense) (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Goodwill and Identifiable Intangibles [Abstract]
Finite-lived intangible assets, amortization expense, 2020	$ 4,576
Finite-lived intangible assets, amortization expense, 2021	4,576
Finite-lived intangible assets, amortization expense, 2022	4,576
Finite-lived intangible assets, amortization expense, 2023	4,576
Finite-lived intangible assets, amortization expense, 2024	3,591
Finite-lived intangible assets, amortization expense, thereafter	23,353
Finite-lived intangible assets, net	$ 45,248	$ 48,985

(Loss) Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2019

(Loss) Earnings Per Share [Abstract]

Reconciliation of Numerator and Denominator for Calculating Earnings (loss) Per Share from Net Income (loss)


	Year Ended December 31,
	2019		2018		2017
Numerator—Basic
Net (loss) income	$	(22,818)	$	(185,231)	$	1,292
Less: income attributable to participating shares		—		—		55
Less: income (loss) attributable to non-controlling interest		10,005		5,086		(810)
Net (loss) income attributable to NCS Multistage Holdings, Inc.––Basic	$	(32,823)	$	(190,317)		2,047

Numerator—Diluted
Net (loss) income	$	(22,818)	$	(185,231)	$	1,292
Less: income (loss) attributable to non-controlling interest		10,005		5,086		(810)
Net (loss) income attributable to NCS Multistage Holdings, Inc.––Diluted	$	(32,823)	$	(190,317)	$	2,102

Denominator
Basic weighted average number of shares		46,643		44,788		40,484
Exchangeable shares for common stock		—		—		1,786
Dilutive effect of stock options, RSUs, PSUs and ESPP		—		—		1,313
Diluted weighted average number of shares		46,643		44,788		43,583

(Loss) earnings per common share
Basic	$	(0.70)	$	(4.25)	$	0.05
Diluted	$	(0.70)	$	(4.25)	$	0.05

Potentially dilutive securities excluded as anti-dilutive		4,272		3,572		—

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2019

Accrued Expenses [Abstract]

Schedule of Accrued Expenses



	December 31,		December 31,
	2019		2018
Accrued payroll and bonus	$	2,558	$	2,627
Property and franchise taxes accrual		462		424
Accrued other miscellaneous liabilities		431		1,033
	$	3,451	$	4,084

Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2019

Quarterly Financial Data [Abstract]

Quarterly Financial Data


	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
2019
Revenue	$	52,850	$	39,768	$	60,773	$	52,094
Cost of sales		26,763		23,081		32,209		25,977
Gross profit (1)		25,139		15,671		27,562		25,106
Impairment		—		7,919		—		—
Income (loss) from operations		437		(16,757)		5,509		1,320
Net (loss) income		(9,878)		(19,568)		6,609		19
Net (loss) income attributable to NCS Multistage Holdings, Inc.		(11,966)		(22,301)		3,621		(2,177)
(Loss) earnings per common share
Basic (2)	$	(0.26)	$	(0.48)	$	0.08	$	(0.05)
Diluted (2)	$	(0.26)	$	(0.48)	$	0.08	$	(0.05)

2018
Revenue	$	70,686	$	43,398	$	62,691	$	50,188
Cost of sales		33,592		19,912		28,817		25,985
Gross profit (1)		36,391		22,749		33,107		23,337
Impairments		-		-		-		227,543
Income (loss) from operations		13,000		(3,291)		11,954		(228,327)
Net income (loss)		11,865		(2,818)		7,766		(202,044)
Net income (loss) attributable to NCS Multistage Holdings, Inc.		10,978		(4,053)		6,323		(203,565)
Earnings (loss) per common share
Basic (2)	$	0.24	$	(0.09)	$	0.14	$	(4.51)
Diluted (2)	$	0.23	$	(0.09)	$	0.13	$	(4.51)

___________________________

(1)

Gross profit is defined as total revenue less cost of sales less depreciation and amortization attributed to cost of sales.

(2)

The sum of the individual quarterly earnings per share amounts may not agree with the annual amount reported as each quarterly computation is based on the weighted average number of common shares outstanding during the period.

Document And Entity Information - USD ($) $ in Millions	12 Months Ended
Document And Entity Information - USD ($) $ in Millions	Dec. 31, 2019	Feb. 28, 2020	Jun. 30, 2019
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2019
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity File Number	001-38071
Entity Central Index Key	0001692427
Amendment Flag	false
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 Registrant Name	NCS Multistage Holdings, Inc.
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 45.3
Entity Common Stock, Shares Outstanding (in shares)		46,813,117
Documents Incorporated by Reference	Portions of the definitive proxy statement for the registrant’s 2020 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2019.

Inventories, Net (Tables)

12 Months Ended

Dec. 31, 2019

Inventories, Net [Abstract]

Schedule of Inventories


	December 31,		December 31,
	2019		2018
Raw materials	$	1,986	$	2,470
Work in process		523		57
Finished goods		37,412		30,226
Total inventories, net	$	39,921	$	32,753

Share-Based Compensation

12 Months Ended

Dec. 31, 2019

Share-Based Compensation [Abstract]

Share-Based Compensation

Note 12. Share-Based Compensation

Equity Incentive Plans

We maintain two equity incentive plans for the benefit of our employees, directors and other service providers: our 2012 Equity Incentive Plan (the “2012 Plan”) and our 2017 Equity Incentive Plan (the “2017 Plan”). The following is a summary of certain features of the 2012 Plan and the 2017 Plan.

2012 Plan

The 2012 Plan provided awards to our employees, directors and consultants prior to our IPO. We no longer grant awards under the 2012 Plan. The 2012 Plan is administered by the Compensation, Nominating and Governance Committee of our Board. The 2012 Plan has a total of 2,463,501 shares authorized for issuance. Awards granted under the 2012 Plan will remain outstanding until the earlier of exercise, forfeiture, cancellation or expiration. There remain 2,110,931 options outstanding and 1,675,934 options exercisable that were granted pursuant to the 2012 Plan as of December 31, 2019.

2017 Plan

The 2017 Plan was adopted in connection with our IPO and provides for awards of stock options, stock appreciation rights, restricted stock awards, RSUs, stock awards and performance awards. Awards under the 2017 Plan may be granted to any employee, non-employee director, consultant or other personal service provider to us or any of our subsidiaries. The 2017 Plan is administered by a plan administrator, which is the Compensation, Nominating and Governance Committee or such other committee of the Board or the Board as a whole, in each case as determined by the Board. The 2017 Plan was established with the authorization for grants of up to of 4,532,523 shares of authorized but unissued shares of common stock. As of December 31, 2019, the total number of shares available for future issuance under the 2017 Plan is 2,305,841.

Stock Options

Stock options granted under the 2012 Plan and the 2017 Plan generally vest annually in equal increments over three or five years and have a 10-year term. Before our IPO, we issued certain stock options that were to vest only in connection with a change of control (the “Liquidity Options”). In connection with the IPO, the Liquidity Options were amended for 22 employees to provide that such awards will vest in three equal installments on each of the first three anniversaries of the consummation of our IPO, which occurred on May 3, 2017, subject to certain requirements including, as applicable, the recipient’s continued employment on the vesting date. The modified Liquidity Options are still subject to accelerated vesting upon a company sale, as defined in our 2012 Plan.

Determining fair market value

We estimate the fair value of each option grant using the Black-Scholes option-pricing model. The Black-Scholes option pricing model requires estimates of key assumptions based on both historical information and management judgment regarding market factors and trends. Determining the appropriate fair value model and calculating the fair value of options requires the input of highly subjective assumptions, including the expected volatility of the price of our stock, the risk-free rate, the expected term of the options and the expected dividend yield of our common stock. These estimates involve inherent uncertainties and the application of management’s judgment. If factors change and different assumptions are used, our share-based compensation expense could be materially different in the future.

Expected volatility—As we were a private company prior to our IPO, we estimate our expected volatility by using the historical volatilities of our peer group of public companies for a period equal to the expected life of the option by taking the median of the annualized weekly ten-year standard deviation of their stock prices. We will continue to use this method until we have adequate historical data regarding the volatility of our own traded stock price.

Risk-free interest rate—The risk-free interest rates for options granted are based on the constant maturity Treasury bond rates whose term is consistent with the expected life of an option from the date of grant.

Expected term—As we do not have sufficient historical experience for determining the expected term of the stock option awards granted, we based our expected term for awards issued to employees on the “simplified” method under the provisions of ASC Topic 718-10, Compensation-Stock Compensation. The expected term is based on the midpoint between the vesting date and contractual term of an option. The expected term represents the period that our stock-based awards are expected to be outstanding.

Expected dividend yield—We do not anticipate paying cash dividends on our shares of common stock; therefore, the expected dividend yield is assumed to be zero.

The weighted average assumptions used to estimate the fair value of stock options granted in 2017 were as follows:


Expected volatility	44.4	%
Average risk free interest rate	2.0	%
Expected term (in years)	6.0
Expected dividends	—	%

As a result of the modification of the terms of the Liquidity Options, we estimated the fair value of the Liquidity Options on April 27, 2017, the amendment date, using the Black-Scholes option-pricing model. The total unamortized compensation expense was valued at $17.2 million at April 27, 2017, the amendment date, compared to $10.1 million at December 31, 2016. The weighted average assumptions used to estimate the fair value of the Liquidity Options were as follows:


Expected volatility	44.4	%
Average risk free interest rate	1.7	%
Expected term (in years)	4.6
Expected dividends	—	%

The following table summarizes stock option activity during the year ended December 31, 2019:



2012 Equity Plan and 2017 Equity Plan	Service Based Options	Liquidity Options	Total Options	Service Based Weighted Average Exercise Price		Liquidity Based Weighted Average Exercise Price		Service Based Weighted Average Remaining Contractual Life (Years)	Liquidity Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2018	973,434	1,449,261	2,422,695	$	6.14	$	6.18	4.21	4.17
Granted during the year	—	—	—		—		—
Exercised during the year	—	—	—		—		—
Forfeited during the year	(2,472)	(60,309)	(62,781)		10.68		6.31
Expired during the year	(115,718)	(120,618)	(236,336)		6.22		6.31
Outstanding at December 31, 2019	855,244	1,268,334	2,123,578	$	6.12	$	6.16	3.22	3.16
Unvested as of December 31, 2019	13,477	425,735	439,212		12.13		6.17
Exercisable as of December 31, 2019	841,767	842,599	1,684,366	$	6.02	$	6.15	3.16	3.15

The weighted average grant-date fair value of service-based option awards granted during the year 2017 was $7.61. The weighted average grant-date fair value of the Liquidity Options at the amendment date of April 27, 2017 was $11.69.

Aggregate intrinsic value represents the difference between our estimated fair value of common stock and the exercise price of outstanding in the money options. As of December 31, 2019, our outstanding and exercisable aggregate intrinsic values were each $46 thousand. The unvested aggregate intrinsic value had no value at December 31, 2019. No options were exercised during the years ended December 31, 2019. The total intrinsic value of options exercised during the years ended December 31, 2018 and 2017 for all equity incentive plans was $9.8 million and $14 thousand, respectively. The income tax benefit realized from stock options exercised was $0.5 million for the year ended December 31, 2018.

As of December 31, 2019, there was $1.7 million of total unrecognized compensation cost related to options, which we expect to recognize over a weighted average period of less than one year.

Restricted Stock Units

Upon completion of our IPO and pursuant to the 2017 Plan, we began granting RSUs. 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 to members of our Board. Prior to 2019, the RSUs for the members of our Board generally vested on the one year anniversary of the grant date but will settle for shares of common stock on a one-for-one basis within thirty days following the earliest of (i) one year following the termination of the person’s service for any reason other than cause, (ii) a change of control or (iii) the fifth anniversary of the grant date. Beginning in 2019, the RSUs for the members of our Board either settle within thirty days of 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.

The following table summarizes RSU activity during the year ended December 31, 2019:


	Number of Awards	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2018	646,635	$	15.18
Granted	1,030,216		5.28
Vested (including 52,053 shares that have not been released)	(258,451)		15.33
Forfeited	(78,972)		8.71
Non-vested at December 31, 2019	1,339,428	$	7.92

The total value of shares vested and released was $1.0 million and $0.6 million during the years ended December 31, 2019 and 2018. For 2019 and 2018, the income tax benefit recognized for RSUs was $0.2 million and $0.1 million, respectively. No RSUs vested during the year ended December 31, 2017. As of December 31, 2019, there was $6.6 million of total unrecognized compensation cost related to RSUs, which we expect to recognize over a weighted average period of two years.

Equivalent Stock Unit Awards

During 2019, we began granting ESUs. 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 two times the fair market value of our common stock as of the day before the grant date. 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 following table summarizes ESU activity during the year ended December 31, 2019:


	Number of Awards	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2018	—	$	-
Granted	625,488		5.51
Vested	—		—
Forfeited	(48,428)		5.51
Non-vested at December 31, 2019	577,060	$	5.51

As of December 31, 2019, the total liability for ESUs was $0.3 million.

Performance Stock Unit Awards

We have granted PSUs to certain executives on an annual basis since 2018. PSUs provide for the recipients to receive a grant of shares of common stock based upon the achievement of certain performance goals over a specified period established by the Compensation, Nominating, and Corporate Governance Committee. The number of PSUs ultimately issued is dependent upon our total shareholder return relative to our performance peer group (“relative TSR”) over a three-year performance period. Each PSU will settle for between zero and two shares of our common stock. 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 grant date fair value of the PSUs in 2019 and 2018 were measured using a Monte Carlo simulation with the following assumptions with the resulting weighted-average fair value per share:


	2019			2018
Grant date		February 28, 2019			March 1, 2018
Performance period		January 1, 2019 to December 31, 2021			January 1, 2018 to December 31, 2020
Volatility		63.2	%		54.3	%
Risk-free interest rate		2.5	%		2.3	%
Expected dividends		—	%		—	%
Grant date price	$	5.51		$	14.53
Weighted-average fair value per share	$	6.50		$	17.37

The following table summarizes PSU activity during the year ended December 31, 2019:


	Number of Awards	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2018	156,516	$	17.37
Granted	377,334		6.50
Vested	—		—
Forfeited	—		—
Non-vested at December 31, 2019	533,850	$	9.69

As of December 31, 2019, there was $2.7 million of total unrecognized compensation cost related to PSUs, which we expect to recognize over a weighted average period of two years.

Employee Stock Purchase Plan

On August 3, 2017, our Board adopted our ESPP. When adopted, there were an aggregate of 2,000,000 shares of our common stock reserved for issuance and sale pursuant to the ESPP. The ESPP allows eligible employees to contribute, subject to any other plan limitations including a maximum share purchase cap of 1,041 shares per offering period, up to 18% of their base salary, up to a maximum of $12.5 thousand per offering period, toward the purchase of our common stock at a discounted price. The purchase price of the shares on each purchase date is equal to 85% of the lower of the fair market value of our common stock on the first and last trading days of each offering period. The U.S. ESPP is designed to be qualified under Section 423 of the Internal Revenue Code. As of December 31, 2019, there were 1,728,322 shares available for issuance in the ESPP. In January 2019, we issued 156,486 shares of our common stock to our employees in connection with the settlement of the purchase of shares for the October 16, 2017 to December 31, 2018 offering period. In July 2019, we issued 115,192 shares of our common stock to our employees in connection with the settlement of the purchase of shares for the January 1, 2019 to June 30, 2019 offering period. Both of these issuances increased our common stock outstanding. The ESPP was temporarily suspended for future offering periods beginning on July 1, 2019.

The fair values of the ESPP for the January 1, 2019 to June 30, 2019 and October 16, 2017 to December 31, 2018 offering periods were estimated using the Black-Scholes model with the following assumptions and resulting weighted-average fair value per share:


		January 1, 2019 to June 30, 2019			October 16, 2017 to December 31, 2018
Expected volatility		82.8	%		38.8	%
Average risk free interest rate		2.5	%		1.4	%
Expected dividends		—	%		—	%
Weighted-average fair value per share	$	2.02		$	7.16

Total Share Based Compensation Expense

The following table summarizes share-based compensation expense recognized in SG&A expense in our consolidated statements of operations and our related tax benefit for the years ended December 31, 2019, 2018 and 2017, respectively (in thousands):


	Year Ended December 31,
	2019		2018		2017
Stock options	$	5,263	$	5,865	$	5,218
Restricted stock units		5,032		3,672		775
Equivalent stock units		338		-		-
Performance stock unit awards		1,682		800		-
ESPP		227		593		115
Total share-based compensation expense	$	12,542	$	10,930	$	6,108
Related income tax benefit	$	157	$	1,698	$	2,529

Income Taxes (Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Accruals not currently deductible	$ 6,076	$ 4,045
Depreciation and amortization	5,097	667
Foreign tax credit carryforward	778	1,120
Other	2,343	1,587
Total deferred tax assets	14,294	7,419
Valuation allowance for deferred tax assets	(14,226)	(1,120)
Total deferred tax assets	68	6,299
Deferred tax liabilities:
Depreciation and amortization	(3,006)
Foreign currency translation	(7)	(105)
Other	(5)
Total deferred tax liabilities	(3,018)	(105)
Net deferred tax liabilities	(2,950)
Net deferred tax assets		6,194
Deferred income tax assets—noncurrent	6	9,326
Deferred income tax liabilities—noncurrent	$ (2,956)	$ (3,132)

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
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	1
Preferred stock, shares outstanding (in shares)	0	1
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)	46,905,782	45,100,771
Common stock, shares outstanding (in shares)	46,813,117	45,072,463
Treasury stock, shares (in shares)	92,665	28,308

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Paid-In Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Non-controlling Interest [Member]	Total
Beginning balance at Dec. 31, 2016		$ 340	$ 237,566	$ (82,015)	$ 21,762	$ (175)		$ 177,478
Beginning balance, shares at Dec. 31, 2016	1	34,024,326
Beginning balance, Treasury Stock, shares at Dec. 31, 2016						(18,348)
Share-based compensation			6,108					6,108
Net (loss) income					2,102		$ (810)	1,292
Issuance of common stock upon IPO, net of offering costs		$ 95	148,841					148,936
Issuance of common stock upon IPO, net of offering costs, shares		9,550,000
Acquisitions		$ 4	6,903				12,954	19,861
Acquisitions, shares		355,658
Exercise of stock options			8					8
Exercise of stock options, shares		1,500
Currency translation adjustment				15,308				15,308
Ending balance at Dec. 31, 2017		$ 439	399,426	(66,707)	23,864	$ (175)	12,144	368,991
Ending balance, shares at Dec. 31, 2017	1	43,931,484
Ending balance, Treasury Stock, shares at Dec. 31, 2017						(18,348)
Adoption of ASC 606					247			247
Share-based compensation			10,930					10,930
Net (loss) income					(190,317)		5,086	(185,231)
Shares withheld						$ (162)		(162)
Shares withheld, shares						(9,960)
Distribution to noncontrolling interest							(2,300)	(2,300)
Exercise of stock options		$ 8	1,071					1,079
Exercise of stock options, shares		690,254
Vesting of restricted stock, shares		36,721
Cemblend exchangeable shares		$ 4	(4)
Cemblend exchangeable shares, shares		442,312
Currency translation adjustment				(17,323)				(17,323)
Ending balance at Dec. 31, 2018		$ 451	411,423	(84,030)	(166,206)	$ (337)	14,930	$ 176,231
Ending balance, shares at Dec. 31, 2018	1	45,100,771
Ending balance, Treasury Stock, shares at Dec. 31, 2018						(28,308)		(28,308)
Share-based compensation			12,204					$ 12,204
Net (loss) income					(32,823)		10,005	(22,818)
Shares withheld						$ (315)		(315)
Shares withheld, shares						(64,357)
Distribution to noncontrolling interest							(6,000)	(6,000)
Vesting of restricted stock		$ (2)	2
Vesting of restricted stock, shares		206,398
Cemblend exchangeable shares		$ 13	(13)
Cemblend exchangeable shares, shares	(1)	1,326,935
Proceeds from the issuance of ESPP		$ 3	1,021					1,024
Proceeds from the issuance of ESPP, shares		271,678
Currency translation adjustment				3,219				3,219
Ending balance at Dec. 31, 2019		$ 469	$ 424,633	$ (80,811)	$ (199,029)	$ (652)	$ 18,935	$ 163,545
Ending balance, shares at Dec. 31, 2019		46,905,782
Ending balance, Treasury Stock, shares at Dec. 31, 2019						(92,665)		(92,665)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Taxes [Abstract]

Provision (Benefit) from Income Taxes


	Year Ended December 31,
	2019		2018		2017
Current tax expense (benefit)
U.S. Federal	$	(382)	$	1,241	$	11,786
State		221		240		628
Foreign		1,913		4,307		7,215
Total current		1,752		5,788		19,629
Deferred tax expense (benefit)
U.S. Federal	$	8,746	$	(9,525)	$	(14,389)
State		580		(599)		(299)
Foreign		(326)		(18,716)		(4,271)
Total deferred		9,000		(28,840)		(18,959)
Total income taxes	$	10,752	$	(23,052)	$	670

Domestic and Foreign Components of (Loss) Income Before Income Taxes


	Year Ended December 31,
	2019		2018		2017
U.S. Federal	$	(13,762)	$	(52,523)	$	(6,337)
Foreign		1,696		(155,760)		8,299
(Loss) income before income tax	$	(12,066)	$	(208,283)	$	1,962

Summary of Items that Caused Recorded Income Taxes to Differ from Income Taxes Computed Using Statutory Federal Income Tax Rate


	Year Ended December 31,
	2019		2018		2017
Income tax at federal statutory rate	21.0	%	21.0	%	35.0	%
Increase (decrease) in income taxes resulting from
Impairment expense	(2.6)	%	(15.7)	%	-	%
Foreign taxes on U.S. income	(12.1)	%	-	%	-	%
Non-controlling interest gain/losses	15.7	%	0.5	%	35.5	%
U.S. tax on foreign earnings	(5.7)	%	1.5	%	200.5	%
Deferred tax adjustment for foreign book value and tax basis differences	-	%	-	%	(197.3)	%
Nondeductible expenses	(3.7)	%	(0.2)	%	36.6	%
Deductible foreign taxes	2.7	%	-	%	-	%
Non U.S. income taxed at different rates	(1.2)	%	4.5	%	(16.9)	%
Research and other tax credits	6.4	%	0.4	%	(44.0)	%
Effect of rate change on deferred tax	1.9	%	-	%	(24.3)	%
Stock-based compensation	(7.7)	%	(0.2)	%	22.1	%
Manufacturing deduction	-	%	-	%	(23.8)	%
State taxes	4.1	%	0.2	%	8.6	%
Change in valuation allowance	(108.6)	%	(0.5)	%	(2.3)	%
Other	0.7	%	(0.4)	%	4.4	%
Income tax	(89.1)	%	11.1	%	34.1	%

Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities


	December 31,
	2019		2018
Deferred tax assets
Accruals not currently deductible	$	6,076	$	4,045
Depreciation and amortization		5,097		667
Foreign tax credit carryforward		778		1,120
Other		2,343		1,587
		14,294		7,419
Valuation allowance for deferred tax assets		(14,226)		(1,120)
Total deferred tax assets		68		6,299
Deferred tax liabilities
Depreciation and amortization		(3,006)		—
Foreign currency translation		(7)		(105)
Other		(5)		—
Total deferred tax liabilities		(3,018)		(105)
Net deferred tax assets(liabilities)	$	(2,950)	$	6,194

The above are included in the accompanying consolidated balance sheet as follows (in thousands):


	December 31,
	2019		2018
Deferred income tax assets—noncurrent	$	6	$	9,326
Deferred income tax liabilities—noncurrent		(2,956)		(3,132)
	$	(2,950)	$	6,194

Segment and Geographic Information

12 Months Ended

Dec. 31, 2019

Segment and Geographic Information [Abstract]

Segment and Geographic Information

Note 17. 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 1. Organization and Basis of Presentation”).

Revenue by country for 2019, 2018 and 2017 is attributed based on the current billing address of the customer. The following table summarizes revenue by geographic area (in thousands):


	Year Ended December 31,
	2019		2018		2017
United States
Product sales	$	79,128	$	67,458	$	41,261
Services		24,163		35,984		22,659
Total United States		103,291		103,442		63,920
Canada
Product sales		59,895		80,871		96,716
Services		26,668		28,607		31,183
Total Canada		86,563		109,478		127,899
Other Countries
Product sales		6,803		8,452		6,689
Services		8,828		5,591		3,126
Total Other Countries		15,631		14,043		9,815
Total
Product sales		145,826		156,781		144,666
Services		59,659		70,182		56,968
Total revenues	$	205,485	$	226,963	$	201,634

The following table summarizes long-lived assets by geographic area (in thousands):


	December 31,		December 31,
	2019		2018
United States	$	15,939	$	16,475
Canada		16,246		15,292
Other Countries		789		529
	$	32,974	$	32,296

Goodwill and Identifiable Intangibles (Tables)

12 Months Ended

Dec. 31, 2019

Goodwill and Identifiable Intangibles [Abstract]

Changes in Carrying Amount of Goodwill



	Gross Value		Accumulated Impairment		Net
At December 31, 2017	$	184,478	$	—	$	184,478
Purchase price allocation adjustment		54		—		54
Impairment		—		(154,003)		(154,003)
Currency translation adjustment		(7,417)		—		(7,417)
At December 31, 2018	$	177,115	$	(154,003)	$	23,112
Impairments		—		(7,937)		(7,937)
Currency translation adjustment		47		—		47
At December 31, 2019	$	177,162	$	(161,940)	$	15,222

Schedule of Identifiable Intangibles



		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



		December 31, 2018
	Estimated	Gross
	Useful	Carrying		Accumulated		Net
	Lives (Years)	Amount		Amortization		Balance
Technology	8 - 18	$	17,289	$	(516)	$	16,773
Trademarks	5 - 10		1,600		(213)		1,387
Customer relationships	10 - 21		28,544		(2,339)		26,205
Internally developed software	5		4,620		—		4,620
Total identifiable intangibles		$	52,053	$	(3,068)	$	48,985

Schedule of Estimated Future Amortization Expense


2020	$	4,576
2021		4,576
2022		4,576
2023		4,576
2024		3,591
Thereafter		23,353
Total	$	45,248

Debt

12 Months Ended

Dec. 31, 2019

Debt [Abstract]

Debt

Note 9. Debt

Our long-term debt consists of the following as of December 31, 2019 and 2018 (in thousands):



	December 31,		December 31,
	2019		2018
Prior Senior Secured Credit Facility	$	—	$	20,000
New Senior Secured Credit Facility		10,000		—
Equipment notes		—		2,412
Finance leases		2,917		3,279
Total debt		12,917		25,691
Less: current portion		(1,481)		(2,236)
Long-term debt	$	11,436	$	23,455

The estimated fair value of total debt for the years ended December 31, 2019 and 2018 was $12.5 million and $25.3 million, respectively. The carrying value of the senior secured revolving credit facility and the lines of credit approximated the fair value of debt as they 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 prior and new credit agreements and other financing arrangements.

Prior Senior Secured Credit Facility

On May 4, 2017, we entered into a credit agreement (the “Prior Credit Agreement”) with a group of financial institutions which originally consisted of a (i) senior secured revolving credit facility (the “Prior U.S. Facility”) in an aggregate principal amount of $25.0 million made available to Pioneer Investment, Inc. (the “U.S. Borrower”), of which up to $5.0 million was available for letters of credit and up to $5.0 million was available for swingline loans and (ii) senior secured revolving credit facility (the “Prior Canadian Facility”) (together, the “Prior Senior Secured Credit Facility”) in an aggregate principal amount of $25.0 million made available to NCS Multistage Inc. (the “Canadian Borrower”).

We entered into Amendment No. 1 to the Prior Credit Agreement on August 31, 2017, which increased the loan commitment available to the U.S. Borrower to $50.0 million from $25.0 million under the Prior U.S. Facility. The loan commitment available under the Prior Canadian Facility remained at $25.0 million. On February 16, 2018 and October 9, 2018, we entered into Amendments No. 2 and No. 3, respectively, to the Prior Credit Agreement, which amended certain negative covenants contained in the Prior Credit Agreement. As of December 31, 2018, we had $20.0 million in outstanding indebtedness under the Prior U.S. Facility and no outstanding indebtedness under the Prior Canadian Facility.

Borrowings under the Prior U.S. Facility were available in U.S. dollars, Canadian dollars or Euros and had an interest rate equal to the Adjusted Base Rate or Eurocurrency Rate (each as defined in the Prior Credit Agreement), in each case, plus an applicable interest margin as set forth in the Prior Credit Agreement. Borrowings under the Prior Canadian Facility were available in U.S. dollars or Canadian dollars and accrued interest at the Canadian (Cdn) Base Rate, Canadian (U.S.) Base Rate, Eurocurrency Rate or Discount Rate (each as defined in the Prior Credit Agreement), in each case, plus an applicable interest margin as set forth in the Prior Credit Agreement. The Adjusted Base Rate, Canadian (U.S.) Base Rate and Canadian (Cdn) Base Rate applicable margin could have been between 2.25% and 3.00% and the Eurocurrency Rate applicable margin could have been between 3.25% and 4.00%, in each case, depending on the Company’s leverage ratio.

We incurred interest expense related to the Prior Senior Secured Credit Facility, including commitment fees, of $0.5 million and $1.3 million for the years ended December 31, 2019 and 2018, respectively.

The obligations of the U.S. Borrower under the Prior U.S. Facility were guaranteed by Pioneer Intermediate, Inc. and the Company (together, the “Parent Guarantors”) 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 were 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 Prior Canadian Facility were guaranteed by the Parent Guarantors, the U.S. Borrower and each of the future direct and indirect restricted subsidiaries of the Company organized under the laws of the United States and Canada (subject to certain exceptions) and were secured by substantially all of the assets of the Parent Guarantors, the U.S. Borrower, the Canadian Borrower and such subsidiary guarantors, in each case, subject to certain exceptions and permitted liens.

Direct costs of $1.0 million were incurred in connection with the Prior Senior Secured Credit Facility. The costs were capitalized as an asset as they represented the benefit of being able to access capital over the contractual term. The costs were amortized over the term of the Prior Senior Secured Credit Facility using the straight-line method. As a result of our New Credit Agreement (as defined below), which was a modification of our revolving credit facility, unamortized deferred costs of $0.3 million related to the Prior Senior Secured Credit Facility were deferred and are being amortized over the term of the new arrangement.

On May 1, 2019, we entered into a new Second Amended and Restated Credit Agreement (the “New Credit Agreement”) amending and restating the Prior Credit Agreement.

New Senior Secured Credit Facility

On May 1, 2019, we entered into the New 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 New U.S. Facility (as defined below) and Wells Fargo Bank, National Association, Canadian Branch, as administrative agent in respect of the New Canadian Facility (as defined below) (the senior secured revolving credit facilities provided thereunder, the “New Senior Secured Credit Facility”). The New Credit Agreement amended and restated the Prior Credit Agreement in its entirety.

The New 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 “New 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 “New Canadian Facility”). The New Senior Secured Credit Facility will mature on May 1, 2023, which is the day we expect to repay it. As of December 31, 2019, we had $10.0 million in outstanding indebtedness under the New U.S. Facility and no outstanding indebtedness under the New Canadian Facility.

Borrowings under the New 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 New 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 New Credit Agreement. Borrowings under the New 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 New Credit Agreement), in each case, plus an applicable interest margin as set forth in the New Credit Agreement. The applicable interest rate at December 31, 2019 was 5.375%. We incurred interest expense related to the New Senior Secured Credit Facility, including commitment fees, of $0.7 million for the year ended December 31, 2019.

The obligations of the U.S. Borrower under the New U.S. Facility are guaranteed by the Parent Guarantors 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 New 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 New 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 New 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 New 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 December 31, 2019, we were in compliance with these financial covenants. The New 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 New 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 New U.S. Facility and the New 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 New U.S. Facility and the New 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 each of the New U.S. Facility and the New Canadian Facility, the lenders thereunder will have the right to proceed against the collateral granted to them to secure such facility.

Direct costs of $0.9 million were incurred in connection with the New 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 Prior Senior Secured Credit Facility are also being amortized over the term of the New Senior Secured Credit Facility using the straight-line method. Amortization expense of the deferred financing charges of $0.2 million was included in interest expense, net for the year ended December 31, 2019.

Promissory Note

On February 27, 2017, Repeat Precision entered into a promissory note with Security State Bank & Trust, Fredericksburg, for an aggregate borrowing capacity of $3.8 million. It bears interest at a variable interest rate based on prime plus 1.00%. The promissory note is secured against 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 scheduled to mature on February 14, 2021. No other terms were changed. For the years ended December 31, 2019 and 2018, 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. During the first quarter of 2019, the equipment note was paid in full and we had no outstanding indebtedness under the equipment note as of December 31, 2019. As of December 31, 2018, the outstanding balance on the equipment note was $0.4 million.

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 December 31, 2019, we had no outstanding indebtedness under the equipment note. At December 31, 2018, the outstanding balance on the equipment note was $2.0 million.

Quarterly Financial Data

12 Months Ended

Dec. 31, 2019

Quarterly Financial Data [Abstract]

Quarterly Financial Data

Note 18. Quarterly Financial Data (Unaudited)

The table below sets forth unaudited financial information for each quarter of the last two years (in thousands, except per share amounts):


	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
2019
Revenue	$	52,850	$	39,768	$	60,773	$	52,094
Cost of sales		26,763		23,081		32,209		25,977
Gross profit (1)		25,139		15,671		27,562		25,106
Impairment		—		7,919		—		—
Income (loss) from operations		437		(16,757)		5,509		1,320
Net (loss) income		(9,878)		(19,568)		6,609		19
Net (loss) income attributable to NCS Multistage Holdings, Inc.		(11,966)		(22,301)		3,621		(2,177)
(Loss) earnings per common share
Basic (2)	$	(0.26)	$	(0.48)	$	0.08	$	(0.05)
Diluted (2)	$	(0.26)	$	(0.48)	$	0.08	$	(0.05)

2018
Revenue	$	70,686	$	43,398	$	62,691	$	50,188
Cost of sales		33,592		19,912		28,817		25,985
Gross profit (1)		36,391		22,749		33,107		23,337
Impairments		-		-		-		227,543
Income (loss) from operations		13,000		(3,291)		11,954		(228,327)
Net income (loss)		11,865		(2,818)		7,766		(202,044)
Net income (loss) attributable to NCS Multistage Holdings, Inc.		10,978		(4,053)		6,323		(203,565)
Earnings (loss) per common share
Basic (2)	$	0.24	$	(0.09)	$	0.14	$	(4.51)
Diluted (2)	$	0.23	$	(0.09)	$	0.13	$	(4.51)

___________________________

(1)

Gross profit is defined as total revenue less cost of sales less depreciation and amortization attributed to cost of sales.

(2)

Accrued Expenses

12 Months Ended

Dec. 31, 2019

Accrued Expenses [Abstract]

Accrued Expenses

Note 8. Accrued Expenses

Accrued expenses consist of the following as of December 31, 2019 and 2018 (in thousands):



	December 31,		December 31,
	2019		2018
Accrued payroll and bonus	$	2,558	$	2,627
Property and franchise taxes accrual		462		424
Accrued other miscellaneous liabilities		431		1,033
	$	3,451	$	4,084

Leases

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Leases

Note 14. Leases

We determine if a contract contains a lease at the inception of an arrangement. If so, ROU assets representing the right to use an underlying asset for the lease term and lease liabilities representing an obligation to make lease payments arising from the lease are included on the consolidated balance sheet.

We have operating and finance leases for facilities, vehicles, and equipment. Some leases include one or more options to renew, with renewal terms that can extend the lease term from five to ten years with exercise of lease renewal options being at the sole discretion of NCS as lessee. Certain leases also include options to purchase the leased property. Some leases may include an option to terminate the contract with notice. ROU assets and lease liabilities with a term of longer than 12 months are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, our interest rate under the senior secured revolving credit facility, adjusted on an annual basis, is used as an incremental borrowing rate applied to the present value calculation at the lease commencement date unless the implicit rate is readily determinable. Lease expense for operating leases is recognized on a straight-line basis over the lease term. At adoption, ROU assets included any lease payments already made and excluded any initial direct costs.

Our lease agreements are from a lessee perspective and do not contain (i) any leases with variable lease payments (e.g., payments that depend on a percentage of sales of a lessee or payments that increase based upon an index such as a consumer price index), (ii) residual value guarantees probable of being paid or (iii) material restrictive covenants. Lease agreements with lease and non-lease components are generally accounted for separately when practical. For leases where the lease and non-lease component are comingled and the non-lease component is determined to be insignificant when compared to the lease component, the lease and non-lease components are treated as a single lease component for all asset classes.

As of December 31, 2019, we do not have any lessor leases. We do have additional operating leases that have not yet commenced in the amount of $8.0 million.

Supplemental balance sheet information related to leases are as follows (in thousands):


			December 31,
Leases	Consolidated Balance Sheet Classification		2019
Assets
Operating lease right-of-use assets	Deposits and other assets	$	5,071
Finance lease right-of-use assets (1)	Property and equipment, net		3,379
Total leased right-of-use assets		$	8,450

Liabilities
Current
Operating lease liabilities	Other current liabilities	$	2,052
Finance lease liabilities	Current maturities of long-term debt		1,481

Noncurrent
Operating lease liabilities	Other long-term liabilities		3,487
Finance lease liabilities	Long-term debt, less current maturities		1,436
Total lease liabilities		$	8,456

_______________

(1)

Finance lease right-of-use assets are recorded net of accumulated amortization of $2.4 million as of December 31, 2019.

The components of lease expense are as follows (in thousands):


		Year Ended
Lease Cost	Consolidated Statements of Operations Classification	December 31, 2019
Operating lease cost	Cost of sales; Selling, general and administrative expenses	$	2,891
Finance lease cost
Amortization of right-of-use assets	Depreciation		1,409
Interest on lease liabilities	Interest expense, net		257
Short-term lease cost	Cost of sales; Selling, general and administrative expenses		898
Total lease cost		$	5,455

Maturities of lease liabilities are as follows (in thousands):


Year Ending December 31,	Operating Leases		Finance Leases
2020	$	2,301	$	1,653
2021		1,722		1,049
2022		929		453
2023		423		—
2024		321		—
Thereafter		416		—
Total lease payments	$	6,112	$	3,155
Less: interest		573		238
Present value of lease liabilities	$	5,539	$	2,917

Lease term and discount rate consist of the following:


	December 31,
Lease Term and Discount Rate	2019
Weighted-average remaining lease term (years):
Operating leases		2.9
Finance leases		1.6
Weighted-average discount rate:
Operating leases		5.9	%
Finance leases		5.5	%

Supplemental cash flow and other information related to leases are as follows (in thousands):


	Year Ended
	December 31,
Other Information	2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	3,278
Operating cash flows from finance leases		257
Financing cash flows from finance leases		1,705
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	328
Finance leases		1,383

Future annual commitments at December 31, 2018 under ASC 840 are as follows:


Year Ending December 31,	Operating Leases		Finance Leases
2019	$	2,867	$	1,768
2020		1,276		973
2021		757		686
2022		434		198
2023		292		—
Thereafter		398		—
Total lease payments	$	6,024	$	3,625
Less: interest		—		346
Present value of lease liabilities	$	6,024	$	3,279

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenues
Revenues	$ 205,485	$ 226,963	$ 201,634
Cost of sales
Cost of product sales and services, exclusive of depreciation and amortization expense shown below	108,030	108,306	98,792
Selling, general and administrative expenses	88,554	82,813	64,707
Depreciation	5,877	4,747	3,193
Amortization	4,559	13,090	24,458
Change in fair value of contingent consideration	37	(2,872)	5,525
Impairments	7,919	227,543
Income (loss) from operations	(9,491)	(206,664)	4,959
Other income (expense)
Interest expense, net	(1,925)	(1,963)	(4,306)
Other income, net	308	182	1,085
Foreign currency exchange (loss) gain	(958)	162	224
Total other expense	(2,575)	(1,619)	(2,997)
(Loss) income before income tax	(12,066)	(208,283)	1,962
Income tax expense (benefit)	10,752	(23,052)	670
Net (loss) income	(22,818)	(185,231)	1,292
Net income (loss) attributable to non-controlling interest	10,005	5,086	(810)
Net (loss) income attributable to NCS Multistage Holdings, Inc.	$ (32,823)	$ (190,317)	$ 2,102
(Loss) earnings per common share
Basic (loss) earnings per common share attributable to	$ (0.70)	$ (4.25)	$ 0.05
Diluted (loss) earnings per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share)	$ (0.70)	$ (4.25)	$ 0.05
Weighted average common shares outstanding
Basic	46,643	44,788	40,484
Diluted	46,643	44,788	43,583
Product sales [Member]
Revenues
Revenues	$ 145,826	$ 156,781	$ 144,666
Cost of sales
Cost of product sales and services, exclusive of depreciation and amortization expense shown below	75,081	74,892	76,288
Services [Member]
Revenues
Revenues	59,659	70,182	56,968
Cost of sales
Cost of product sales and services, exclusive of depreciation and amortization expense shown below	$ 32,949	$ 33,414	$ 22,504

Commitments and Contingencies (Narrative) (Details) $ in Millions	Mar. 03, 2017 USD ($)
Commitments and Contingencies [Abstract]
Proceeds from an arbitration case	$ 0.9

Income Taxes (Domestic and Foreign Components of (Loss) Income Before Income Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Taxes [Abstract]
U.S. Federal	$ (13,762)	$ (52,523)	$ (6,337)
Foreign	1,696	(155,760)	8,299
(Loss) income before income tax	$ (12,066)	$ (208,283)	$ 1,962

Leases (Lease Term and Discount Rate) (Details)	Dec. 31, 2019
Leases [Abstract]
Weighted-average remaining lease term (years): Operating leases	2 years 10 months 24 days
Weighted-average remaining lease term (years): Finance leases	1 year 7 months 6 days
Weighted-average discount rate: Operating leases	5.90%
Weighted-average discount rate: Finance leases	5.50%

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2019
Stockholders' Equity [Abstract]
Stockholders' Equity	Note 11. Stockholders’ Equity Initial Public Offering On May 3, 2017, we completed our IPO of 9.5 million shares of our common stock, $0.01 par value, at a price to the public of $17.00 per share pursuant to a Registration Statement on Form S-1, as amended (File No. 333-216580). The underwriters exercised their option to purchase an additional 1.425 million shares of our common stock from certain selling stockholders and the closing of the over-allotment option occurred on May 3, 2017, concurrently with the closing of the IPO. We received $148.9 million in net proceeds after deducting underwriting discounts and commissions and other offering expenses of $12.6 million. We used a portion of the net proceeds from the IPO to repay our indebtedness under our prior credit agreement. We used the remaining net proceeds from the IPO to acquire Spectrum on August 31, 2017 (see “Note 4. Acquisitions”). Stock Split On April 13, 2017, our board of directors (“Board”) and stockholders approved an amendment to the amended and restated certificate of incorporation effecting a 3.00 for 1.00 stock split of our issued and outstanding shares of common stock. The stock split was implemented on April 13, 2017. The par value of the common and preferred stock was not adjusted as a result of the stock split. All other issued and outstanding shares and per share amounts included in the accompanying consolidated financial statements have been adjusted to reflect this stock split for all periods presented. Authorized and Outstanding Shares On April 27, 2017, our certificate of incorporation was amended and restated and the number of shares of common stock authorized to be issued by us was increased from 54,000,000 to 225,000,000 and the number of our authorized shares of preferred stock was increased from one share to 10,000,000 shares. As of December 31, 2019 and 2018, 46,813,117 and 45,072,463 shares of common stock were outstanding, respectively. Additionally, one share of preferred stock, designated as the “Special Voting Share” in our amended and restated certificate of incorporation, was issued and outstanding as of December 31, 2018. No shares of preferred stock were outstanding as of December 31, 2019. Voting The holders of common stock are entitled to one vote for each share of common stock held. The holder of the Special Voting Share was entitled to vote on all matters that a holder of common stock is entitled to vote on and was entitled to cast a number of votes equal to the number of exchangeable shares of NCS Multistage Inc. (“NCS Canada”), a subsidiary of the Company, then outstanding that are not owned by us, multiplied by the exchange ratio (as defined in the articles of incorporation of NCS Canada). In connection with our stock split, the exchange ratio was adjusted to three from one. As of December 31, 2018, the number of shares of common stock issuable for the exchangeable shares totaled 1,326,935 and was held by the preferred stockholder. On February 15, 2019, we issued 1,326,935 shares of common stock to Cemblend Systems, Inc. in exchange for shares of one of our wholly-owned subsidiaries. There are no remaining exchangeable shares. Dividends The holders of common stock are entitled to receive dividends as declared from time-to-time by our Board. The holder of the Special Voting Share was not entitled to receive dividends. No dividends were declared during the periods ended December 31, 2019 or December 31, 2018.

Share-Based Compensation (Narrative) (Details)				1 Months Ended		12 Months Ended
Share-Based Compensation (Narrative) (Details)	Aug. 03, 2017 USD ($) shares	May 03, 2017 item	Apr. 27, 2017 USD ($) $ / shares	Jul. 31, 2019 shares	Jan. 31, 2019 shares	Dec. 31, 2019 USD ($) item shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($) $ / shares	Dec. 31, 2016 USD ($)
Allocated share-based compensation expense \| $						$ 12,542,000	$ 10,930,000	$ 6,108,000
Employee Stock Option [Member]
Share-based compensation arrangement shares excercised \| shares						0
Allocated share-based compensation expense \| $						$ 5,263,000	5,865,000	5,218,000
Share-based compensation arrangement outstanding aggregate intrinsic values \| $						46,000
Share-based compensation arrangement unvested aggregate intrinsic value \| $						0
Total intrinsic value of options exercised \| $							9,800,000	14,000
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount \| $						$ 1,700,000
Income tax benefit realized from compensation expense \| $							500,000
Employee Stock Option [Member] \| Minimum [Member]
Share-based compensation cost recognition weighted average period						1 year
Restricted Stock Units (RSUs) [Member]
Allocated share-based compensation expense \| $						$ 5,032,000	3,672,000	775,000
Share-based compensation cost recognition weighted average period						2 years
Share-based compensation cost not yet recognized share-based awards Other than options \| $						$ 6,600,000
Share-based compensation shares granted \| shares						1,030,216
Income tax benefit realized from compensation expense \| $						$ 200,000	100,000
Total value of shares vested and released \| $						$ 1,000,000	600,000	$ 0
Restricted Stock Units (RSUs) [Member] \| Maximum [Member]
Share-based compensation vesting period						3 years
Equivalent Stock Units (ESUs) [Member]
Allocated share-based compensation expense \| $						$ 338,000
Performance Stock Unit Awards (PSUs) [Member]
Allocated share-based compensation expense \| $						$ 1,682,000	$ 800,000
Share-based compensation cost recognition weighted average period						3 years
Share-based compensation cost not yet recognized share-based awards Other than options \| $						$ 2,700,000
Performance Stock Unit Awards (PSUs) [Member] \| Minimum [Member]
Number of common stock shares issued for each PSU \| shares						0
Share-based compensation cost recognition weighted average period						2 years
Performance Stock Unit Awards (PSUs) [Member] \| Maximum [Member]
Number of common stock shares issued for each PSU \| shares						2
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] \| Maximum [Member]
Percentage of vesting of share-based compensation awards						200.00%
Service-Based Option Awards [Member]
Weighted-average grant date fair value on the date of grant \| $ / shares								$ 7.61
Liquidity Options [Member]
Allocated share-based compensation expense \| $			$ 17,200,000						$ 10,100,000
Weighted-average grant date fair value on the date of grant \| $ / shares			$ 11.69
2012 Plan [Member]
Number of equity incentive plans \| item						2
Number of shares authorized \| shares						2,463,501
Share-based compensation arrangement options outstanding \| shares						2,110,931
Share-based compensation arrangement options remain exercisable \| shares						1,675,934
2017 Plan [Member]
Share-based compensation arrangement shares available for grant \| shares						2,305,841
2017 Plan [Member] \| Maximum [Member]
Number of shares authorized \| shares						4,532,523
2012 Equity Plan and 2017 Equity Plan [Member]
Share-based compensation arrangement options outstanding \| shares						2,123,578	2,422,695
Share-based compensation arrangement options remain exercisable \| shares						1,684,366
2012 Equity Plan and 2017 Equity Plan [Member] \| Employee Stock Option [Member]
Share-based compensation arrangement term						10 years
2012 Equity Plan and 2017 Equity Plan [Member] \| Employee Stock Option [Member] \| Minimum [Member]
Share-based compensation vesting period						3 years
2012 Equity Plan and 2017 Equity Plan [Member] \| Employee Stock Option [Member] \| Maximum [Member]
Share-based compensation vesting period						5 years
2012 Equity Plan and 2017 Equity Plan [Member] \| Liquidity Options [Member]
Share-based compensation arrangement options outstanding \| shares						1,268,334	1,449,261
Share-based compensation arrangement options remain exercisable \| shares						842,599
Weighted average remaining contractual life (years)						3 years 1 month 28 days	4 years 2 months 1 day
Number of employees for which liquidity awards were amended in connection with IPO \| item		22
Number of vesting equal installments \| item		3
Employee Stock Purchase Plan (ESPP) [Member]
Allocated share-based compensation expense \| $						$ 227,000	$ 593,000	$ 115,000
Aggregate number of shares of common stock reserved for issuance and sale pursuant to the ESPP \| shares	2,000,000					1,728,322
Maximum annual contributions per employee (percent)	18.00%
Maximum share purchase cap per offering period \| shares	1,041
Maximum annual contributions amount per employee \| $	$ 12,500
Purchase price of common stock expressed as a percentage of its fair value	85.00%					85.00%
Employee Stock Purchase Plan (ESPP) [Member] \| Offering Period Under ESPP October 16, 2017 - December 31, 2018 [Member]
Share-based compensation shares granted \| shares					156,486
Employee Stock Purchase Plan (ESPP) [Member] \| Offering Period Under ESPP January 1, 2019 to June 30, 2019 [Member]
Share-based compensation shares granted \| shares				115,192

Summary of Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include but are not limited to estimated losses on accounts receivables, estimated realizable value on excess and obsolete inventories, estimates related to fair value of reporting units for purposes of assessing possible goodwill impairment, expected future cash flows from long lived assets to support impairment tests, share based compensation, amounts of deferred taxes and income tax contingencies. Actual results could materially differ from those estimates.

Foreign Currency

Our functional currency is the U.S. Dollar (“USD”). The financial position and results of operations of our significant foreign subsidiaries are generally measured using the local currency as the functional currency. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters, revenues and expenses of the significant foreign subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the consolidated balance sheet date. The resulting translation gain and loss adjustments have been recorded directly as a separate component of other comprehensive (loss) in the accompanying consolidated statements of comprehensive (loss) income, and changes in stockholders’ equity.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the consolidated statements of operations as incurred.

Revenue Recognition

We derive our revenues primarily from highly engineered products and support services. Revenues are based upon a purchase order, contract or other persuasive evidence of an arrangement with the customer that includes a fixed or determinable price, provided that collectability is reasonably assured, but such arrangements do not generally include right of return or other similar provisions or other significant post-delivery obligations. Sales and value added taxes that we collect concurrent with revenue-producing activities are excluded from revenue. We determine revenue recognition through the following steps: (i) identify the contract, (ii) identify the performance obligations, (iii) determine the transaction price, (iv) allocate the transaction price and (v) satisfy the performance obligation.

On occasion, we issue credits to our customers that are related specifically to the performance of our products or the services we provide, with such credits reducing the amount of revenue for the completed sales. These credits cannot be estimated in advance. Such credits are infrequent and situation-specific.

The payment terms and conditions in our customer contracts vary. We do not have contracts that contain a financing component and do not accept noncash consideration from customers.

NCS has elected to recognize shipping and handling costs when the control of the product transfers to the customer. These costs are included in cost of sales in our consolidated statements of operations.

Product Sales Revenues

For product sale arrangements that are standard inventory products or modified inventory products with an alternative use, revenue is recognized at a point in time when control transfers. Control generally transfers upon shipment or delivery, and delivery is based on the customer instructions. Customers may also request bill and hold arrangements in writing. Once we have completed the bill and hold order, the products are segregated from the rest of inventory in the warehouse. The transaction price for product sales having a performance obligation is the price per unit times the unit quantity ordered and shipped to the customer or consumed at the well site.

Services Revenues

For service arrangements that do not have a contract provision with a right to a payment for services up to the date of termination, revenue is recognized when the job has been completed, which usually includes a customer signature or acknowledgement and when there are no additional services or future obligations required by us. The transaction price is determined by the contract unit day rate times the cumulative number of days of service provided upon the completion of the service and upon customer acceptance.

For service arrangements that do have a contract provision with a right to payment for services up to the date of termination, revenue is recognized over time using a unit rate (labor and materials) output method that corresponds to the value we would receive upon termination of the contract at a reporting period. In applying the output method at the end of a quarter, we check that there is no material work in progress that is not in the measurement of the output. The transaction price for the period end is determined by the contract unit rate times the cumulative number of units earned up to the reporting period less any revenue recognized in prior periods.

Cash and Cash Equivalents

We consider all highly liquid instruments purchased with an original maturity date of three months or less to be cash equivalents. These items are carried at cost, which approximates fair value.

In accordance with ASC 230, Statements of Cash Flow, cash flows from our significant foreign subsidiaries are calculated based on our functional currency. As a result, amounts related to changes in assets and liabilities reported in the consolidated statements of cash flows will not necessarily agree to changes in the corresponding balances on the consolidated balance sheets.

Concentration of Credit Risk

Financial instruments that potentially subject us to credit risk are cash and cash equivalents and trade accounts receivable. Cash balances are maintained in financial institutions which, at times, exceed federally insured limits. We monitor the financial condition of the financial institutions in which the accounts are maintained and have not experienced any losses in such accounts.

Substantially all of our sales are to customers whose activities are directly or indirectly related to the oil and gas industry. We generally extend credit to these customers and, therefore, collection of receivables is affected by the oil and gas industry economy. We perform ongoing credit evaluations as to the financial condition of our customers with respect to trade accounts receivables. Generally, no collateral is required as a condition of sale.

No single customer individually accounted for 10% or more of our consolidated revenue during 2019 and 2018. For the year ended December 31, 2017, there was one customer that accounted for 10% or more of the total revenue. We recognized revenue from this customer totaling $27.4 million, or 14% of 2017 total revenue for the year ended December 31, 2017. One customer accounted for 10% of our trade receivable accounts balance as of December 31, 2019 and another customer accounted for 12% of our trade receivable accounts balance as of December 31, 2018.

Accounts Receivable, Trade and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at their invoiced amounts and do not bear interest. We perform ongoing credit evaluations of our clients and monitor collections and payments.

We maintain an allowance for doubtful accounts for estimated losses that may result from the inability of our customers to make required payments. Earnings are charged with a provision for doubtful accounts based on a current review of the collectability of customer accounts by management. Such allowances are based upon several factors including, but not limited to credit approval practices, industry and customer historical experience as well as the current and projected financial condition of the specific customer. Accounts deemed uncollectible are applied against the allowance for doubtful accounts. As of December 31, 2019 and 2018, we have recorded $0.5 million and $0.3 million, respectively, in provisions for doubtful accounts.

Inventories

Inventories consist primarily of raw material, product components, assembled products, certain components used to internally construct our frac isolation assemblies and chemicals, in raw material or finished goods, used in our tracer diagnostics services. Inventories are stated at the lower of cost or estimated net realizable value. Cost is determined at standard costs approximating the first-in first-out basis. We continuously evaluate inventories, based on an analysis of inventory levels, historical sales experience and future sales forecasts, to determine obsolete, slow-moving and excess inventory. Adjustments to reduce such inventory to its estimated recoverable value have been recorded as an adjustment to cost of sales.

Impairments

We evaluate our property and equipment and finite-lived intangible assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Should the review indicate that the carrying value is not fully recoverable, the amount of the impairment loss is determined by comparing the carrying value to the estimated fair value. We assess recoverability based on undiscounted future net cash flows. Estimating future net cash flows requires us to make judgements regarding long-term forecasts of future revenues and costs related to the assets subject to review. These forecasts are uncertain in that they require assumptions about our revenue growth, operating margins, capital expenditures, future market conditions and technological developments. If changes in these assumptions occur, our expectations regarding future net cash flows may change such that a material impairment could result. No fixed asset or finite-lived intangible impairments were recorded in 2019 or 2017. We recorded an impairment of $73.5 million related to identifiable intangible assets, which we recorded in the fourth quarter of 2018. For additional information, see “Note 7. Goodwill and Intangibles”. There was no impairment related to fixed assets in 2018.

An assessment for goodwill impairment is performed annually or when there is an indication an impairment may have occurred. We typically complete our annual impairment test for goodwill using an assessment date in the fourth quarter of each fiscal year. Under generally accepted accounting principles, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of one or more of our reporting units is greater than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, there is no need to perform any further testing. However, if we conclude otherwise, then we are required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying value of the reporting unit. We also have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the quantitative goodwill impairment test. The fair value of the reporting unit is determined using a combination of a market multiple and a discounted cash flow approach. Determining the fair value of a reporting unit requires the use of estimates, assumptions and judgement. The principal estimates and assumptions that we use include revenue growth, operating margins, capital expenditures, future market conditions, weighted average costs of capital, a terminal growth rate, the set of comparable companies utilized, and the earnings metrics and multiples utilized. We believe that the estimates and assumptions used in impairment assessments are reasonable. If the fair value of the reporting unit is less than its carrying amount, an impairment charge is recorded based on that difference. We recorded an impairment charge of $7.9 million and $154.0 million for the years ended December 31, 2019 and 2018, respectively. For additional information, see “Note 7. Goodwill and Intangibles”. No impairments were recorded in 2017.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Equipment held under finance leases are stated at the present value of minimum lease payments. Expenditures for property and equipment and for items which substantially increase the useful lives of existing assets are capitalized at cost and depreciated over their estimated useful life utilizing the straight-line method. Routine expenditures for repairs and maintenance are expensed as incurred. Depreciation is calculated over the estimated useful lives of the related assets using the straight-line method. Leasehold improvements and property under finance leases are amortized over the shorter of the remaining lease term or useful life of the related asset. Depreciation expense includes amortization of assets under finance leases. The cost and related accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts, and any resulting gains or losses are recognized in other income, net in the year of disposal.

Depreciation on property and equipment, including assets held under finance leases, is calculated using the straight-line method over the following useful service lives or lease term (which includes reasonably assured renewal periods):



	Years
Buildings	30
Building equipment	5-15
Machinery and equipment	5-12
Furniture and fixtures	3-5
Computers and software	3-5
Vehicles and rental equipment	2-4
Leasehold improvements	Lease term (1-5)

Business Combinations, Goodwill and Intangible Assets

Business combinations are accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. Under the acquisition method of accounting, the total consideration transferred in connection with the acquisition is allocated to the tangible and intangible assets acquired, liabilities assumed, and any non-controlling interest in the acquiree based on their fair values. Goodwill acquired in connection with business combinations represents the excess of consideration transferred over the net tangible and identifiable intangible assets acquired. Certain assumptions and estimates are employed in evaluating the fair value of assets acquired and liabilities assumed. These estimates may be affected by factors such as changing market conditions, technological advances in the oil and natural gas industry or changes in regulations governing that industry. The most significant assumptions requiring judgment involve identifying and estimating the fair value of intangible assets and the associated useful lives for establishing amortization periods. To finalize purchase accounting for significant acquisitions, we utilize the services of independent valuation specialists to assist in the determination of the fair value of acquired intangible assets.

Costs related to the acquisition, other than those associated with the issuance of debt or equity securities, that we incur in connection with a business combination are expensed as incurred.

Any contingent consideration payable is recognized at fair value at the acquisition date. Liability-classified contingent consideration is remeasured each reporting period with changes in fair value recognized in earnings until the contingent consideration is settled.

All identifiable intangibles are amortized on a straight-line basis over the estimated useful life or term of related agreements. Deferred loan costs are amortized to interest expense using the effective interest method. Certain costs incurred in the development of internal-use software applications are capitalized and costs incurred outside of the software application development stage are expensed as incurred. The amounts capitalized are included in intangibles, categorized as internally developed software, and will be amortized on a straight-line basis over the estimated useful life of the software when it is ready for its intended use. These assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

Income Taxes

We are taxed as a corporation as defined under the Internal Revenue Code. The liability method is used in accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when these differences are expected to reverse. The realizability of deferred tax assets are evaluated annually and a valuation allowance is provided if it is more likely than not that the deferred tax assets will not give rise to future benefits. We follow guidance in ASC 740, Income Taxes, for uncertainty in income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some portion or all the deferred tax assets will not be realized. As of December 31, 2019 and 2018, our valuation allowance was $14.2 million and $1.1 million, respectively. We recognize accrued interest and penalties related to uncertain tax positions in other income, net on the statements of operations. During the years ended December 31, 2019, 2018 and 2017, respectively, we recognized $0.1 million, $0.1 million and $0.2 million in interest and penalties. We had $0.7 million and $0.6 million in interest and penalties accrued at December 31, 2019 and 2018, respectively.

We completed our analysis of our tax positions and believe there are no material uncertain tax positions that would require recognition in the consolidated financial statements as of December 31, 2019 and 2018. We believe that there are no tax positions taken or expected to be taken as of December 31, 2019 and 2018 that would significantly increase or decrease unrecognized tax benefits within the next twelve months following the balance sheet date. As of December 31, 2019 and 2018, there were no material amounts that had been accrued with respect to uncertain tax positions.

One of our Canadian subsidiaries guaranteed the credit facilities of our U.S. entities until May 2017 when cash proceeds were received from our initial public offering (“IPO”), a portion of which was used to pay off the existing debt. Under U.S. federal income tax rules, this guarantee resulted in all of the earnings and profits of our Canadian subsidiary being subject to current U.S. tax. As a result of the U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) and a change in our permanent earnings reinvestment assertion, we have recognized a $3.9 million U.S. tax benefit for the reversal of our deferred tax liability on a portion of our differences between book value and tax basis in our Canadian subsidiary for which we are now asserting indefinite reinvestment. No U.S. deferred tax assets were recognized as of December 31, 2019 and 2018, respectively, on our tax basis in excess of our book value. Upon reversal of these book value and tax basis differences through dividends or otherwise, we may be subject to foreign withholding taxes. It is not practical, however, to estimate the amount of taxes that may be payable on the eventual remittance of these temporary differences after consideration of available foreign tax credits.

Included in tax expense for the year ended December 31, 2019 of approximately $13.1 million was a valuation allowance against our U.S. deferred tax asset based on management’s position that we have 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 as well as the tax effect of a non-deductible goodwill impairment.

We file income tax returns in the U.S., Canada and various state and foreign jurisdictions. Our U.S. income tax returns for 2015 and subsequent years remain open for examination. The Internal Revenue Service (“IRS”) commenced an examination of our U.S. income tax returns for 2017 in the second quarter of 2019. No tax adjustments are proposed. During 2018, the Canada Revenue Agency (“CRA”) commenced an examination of our transfer pricing on Canadian income tax returns for the 2012 through 2015 filings and no tax adjustments have been proposed.

Share-Based Compensation

We account for our stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). To measure the fair value of share-based compensation we used the market price of our common stock for equity-classified restricted stock units (“RSUs”) and equivalent stock units, or cash-settled, liability-classified RSUs (“ESUs”), the Black-Scholes model for options and a Monte Carlo simulation for the performance stock unit awards (“PSUs”). We measure all share-based compensation awards at fair value on the date they are granted and recognize the compensation expense in the financial statements over the requisite period and record forfeitures as they occur. As the ESUs will be settled in cash, the compensation cost is remeasured each reporting period at fair value based upon the closing stock price of our common stock until the awards are settled.

We also have an Employee Stock Purchase Plan (the “U.S. ESPP”) and an employee stock purchase plan specifically applicable to non-U.S. employees on substantially the same terms as the ESPP (the “Non-U.S. ESPP” and together with the U.S. ESPP, the “ESPP”), which allows eligible employees to purchase shares of our common stock. The purchase price of the stock is 85% of the lower of the stock price at the beginning or end of the plan period. The fair value of the employees’ purchase rights under the ESPP is also estimated using the Black-Scholes model. The ESPP was temporarily suspended for future offering periods beginning on July 1, 2019.

Fair Value

The carrying amounts for financial instruments classified as current assets and current liabilities approximate fair value due to the short maturity of such instruments. The book values of other financial instruments, such as our debt under our senior secured revolving credit facility, approximates fair value because interest rates charged are similar to other financial instruments with similar terms and maturities and the rates vary in accordance with a market index in accordance with ASC 820, Fair Value Measurements.

For the financial assets and liabilities disclosed at fair value, fair value is determined as the exit price, or the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The established fair value hierarchy divides fair value measurement into three broad levels:

Level 1—inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

Level 2—inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly or indirectly; and

Level 3—inputs are unobservable for the asset or liability, which reflect the best judgment of management.

The financial assets and liabilities that are disclosed at fair value for disclosure purposes are categorized in one of the above three levels based on the lowest level input that is significant to the fair value measurement in its entirety. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. For additional information on our Level 3 liabilities, see “Note 4. Acquisitions.”

Earnings Per Share

Basic income per share is calculated by dividing net income (loss) attributable to NCS Multistage Holdings, Inc., reduced for the allocation of net income (loss) attributable to participating security holders of exchangeable securities held in our indirect subsidiary, by the weighted-average number of common shares outstanding during the period. The participating security holders were allocated 0.0% of the net loss for the years ended December 31, 2019 and 2018, respectively, and 4.2% of the net income for the year ended December 31, 2017. The participating security holders are not contractually obligated to share in our losses, therefore, losses are not allocated to the participating security holders. The diluted income per share computation is calculated by dividing net income (loss) attributable to NCS Multistage Holdings, Inc. by the weighted-average number of common shares outstanding during the period, taking into effect, if any, of shares that would be issuable upon the exercise of outstanding stock options, unvested RSUs and PSUs, purchases under the ESPP and conversion of the participating security holders exchangeable securities, reduced by the number of shares purchased by us at cost, when such amounts are dilutive to the income per share calculation.

Research and Development

Research and development costs are incurred both through engaging third parties to perform development activities under our coordination and management as well as through the utilization of our employees to create and develop new ideas and products. We incurred approximately $2.8 million, $3.8 million and $3.0 million in research and development costs for the years ended December 31, 2019, 2018 and 2017, respectively. These costs are recorded in selling, general and administrative (“SG&A”) expenses on the consolidated statements of operations.

Recent Accounting Pronouncements

Pronouncement Adopted in 2019

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use (“ROU”) asset and a lease liability for all leases with terms longer than 12 months. Under the new standard, lessees need to recognize leases on their balance sheets as lease liabilities with corresponding ROU assets. We adopted the standard effective January 1, 2019, using a modified retrospective transition method and applying certain optional practical expedients. NCS elected an optional transition method that allowed application of the new standard at the adoption date and the recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption with no adjustment to previously reported results. We also elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the carry forward of historical lease classification as well as additional practical expedients related to land easements, short-term leases, and non-lease components. We did not elect the practical expedient related to hindsight. The standard had a material impact on our consolidated balance sheet but did not materially impact our consolidated statements of operations or consolidated statements of cash flows. Adoption of the new standard resulted in the recording of ROU assets and lease liabilities of $7.5 million on January 1, 2019. See “Note 14. Leases” for more information.

Pronouncements Not Yet Effective

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 August 2018, the FASB issued 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 are currently evaluating the impact of the adoption of this guidance.

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 are currently evaluating the impact of the adoption of this guidance but do not currently expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

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 2019-10, which deferred effective dates for certain ASUs. The effective date for ASU 2016-13 will remain the same for public business entities that are the Securities and Exchange Commission (the “SEC”) filers, excluding entities eligible to be smaller reporting companies (“SRC”). The effective date for all other entities, including SRCs, will begin after December 15, 2022, including interim periods within those fiscal years. NCS qualifies as a SRC. We are currently evaluating the impact of the adoption of this guidance.

Organization and Basis of Presentation	12 Months Ended
Organization and Basis of Presentation	Dec. 31, 2019
Organization and Basis of Presentation [Abstract]
Organization and Basis of Presentation	Note 1. Organization and Basis of Presentation Organization 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, Midland and Corpus Christi, 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany transactions have been eliminated in consolidation.

Revenues

12 Months Ended

Dec. 31, 2019

Revenues [Abstract]

Revenues

Note 3. Revenues

On January 1, 2018, we adopted ASC 606 and elected to use the modified retrospective method for all contracts not completed as of the date of adoption. The reported results beginning after January 1, 2018 reflect the application of ASC 606 guidance while the reported results for 2017 were prepared under the guidance of ASC 605, Revenue Recognition. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services if certain criteria are met.

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. See “Note 17. Segment and Geographic Information” for our disaggregated revenue by geographic area.

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 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 December 31, 2019 and 2018 (in thousands):


Balance at December 31, 2018	$	515
Additions		104
Revenue recognized		(560)
Balance at December 31, 2019	$	59

Our contract liability as of December 31, 2019 and 2018 is included in current liabilities on our 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 $0.6 million and $0.5 million for the years ended December 31, 2019 and 2018, respectively.

Contracts with Multiple Performance Obligations

Approximately 99% of our product and service revenues are considered a single performance obligation. Our self-service product line, which is around one percent of our revenue for the years ended December 31, 2019 and 2018 is made up of two performance obligations: (i) the delivery of tracer materials to a customer well site and (ii) the creation of diagnostic reports ordered by customers when we do not perform an integrated service. For these contracts, we do not allocate the transaction price as the individual performance obligations are sold at standalone prices in the customer order. The transaction prices for our self-service product line that have two performance obligations are (i) the price per unit times the quantity of tracer materials and (ii) prices charged for diagnostic reports ordered by and delivered to the customer.

Practical Expedients and Exemptions

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within SG&A expenses on the consolidated statements of operations.

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.

Stockholders' Equity (Narrative) (Details) $ / shares in Units, $ in Thousands				12 Months Ended
	Feb. 15, 2019 shares	May 03, 2017 USD ($) $ / shares shares	Apr. 13, 2017	Dec. 31, 2019 item $ / shares shares	Dec. 31, 2018 $ / shares shares	Dec. 31, 2017 USD ($) shares	Apr. 27, 2017 shares
Equity, Class of Treasury Stock [Line Items]
Common stock par value (in dollars per share) \| $ / shares				$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)				10,000,000	10,000,000	1	10,000,000
Preferred stock, shares issued (in shares)				0	1
Preferred stock, shares outstanding (in shares)				0	1	1
Common stock, shares authorized (in shares)				225,000,000	225,000,000	54,000,000	225,000,000
Common stock, shares outstanding (in shares)				46,813,117	45,072,463
Proceeds from issuance of common stock, net of offering costs \| $						$ 151,356
Underwriting discounts and commissions and other offering expenses \| $						$ 2,178
Voting rights entitled for each common stockholders				The holders of common stock are entitled to one vote for each share of common stock held.
Voting right for each share of common stock held \| item				1
Common stock issuable for the exchangeable shares				0	1,326,935
Dividends declared \| $ / shares				$ 0	$ 0
IPO [Member]
Equity, Class of Treasury Stock [Line Items]
Stock split ratio of outstanding shares of common stock			3.00
Common Stock [Member]
Equity, Class of Treasury Stock [Line Items]
Issuance of common stock upon IPO, net of offering costs, shares						9,550,000
Shares of common stock issued to Cemblend in exchange for shares of NCS Canada	1,326,935			1,326,935	442,312
Common Stock [Member] \| IPO [Member]
Equity, Class of Treasury Stock [Line Items]
Issuance of common stock upon IPO, net of offering costs, shares		9,500,000
Common stock par value (in dollars per share) \| $ / shares		$ 0.01
Shares issued price per share \| $ / shares		$ 17.00
Proceeds from issuance of common stock, net of offering costs \| $		$ 148,900
Underwriting discounts and commissions and other offering expenses \| $		$ 12,600
Common Stock [Member] \| Over-Allotment Option [Member]
Equity, Class of Treasury Stock [Line Items]
Options exercised by underwriters to purchase additional shares		1,425,000

Revenues (Schedule of Contract Liabilities) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Change in Contract with Customer, Asset and Liability [Abstract]
Contract Liabilities Current Beginning Balance	$ 515
Additions	104
Revenue recognized	(560)	$ (500)
Contract Liabilities Current Ending Balance	$ 59	$ 515

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Summary of Significant Accounting Policies [Abstract]

Property and Equipment Estimated Useful Service Lives or Lease Term



	Years
Buildings	30
Building equipment	5-15
Machinery and equipment	5-12
Furniture and fixtures	3-5
Computers and software	3-5
Vehicles and rental equipment	2-4
Leasehold improvements	Lease term (1-5)

Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Total debt	$ 12,917	$ 25,691
Less: current portion	(1,481)	(2,236)
Long-term debt	11,436	23,455
Prior Senior Secured Credit Facility [Member]
Debt Instrument [Line Items]
Total debt		20,000
New Senior Secured Credit Facility [Member]
Debt Instrument [Line Items]
Total debt	10,000
Equipment Notes [Member]
Debt Instrument [Line Items]
Total debt		2,412
Finance Leases [Member]
Debt Instrument [Line Items]
Total debt	$ 2,917	$ 3,279

Organization and Basis of Presentation (Policy)	12 Months Ended
Organization and Basis of Presentation (Policy)	Dec. 31, 2019
Organization and Basis of Presentation [Abstract]
Organization	Organization 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, Midland and Corpus Christi, 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany transactions have been eliminated in consolidation.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME [Abstract]
Foreign currency translation adjustments, tax	$ 0	$ 0	$ 0

Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2019

Segment and Geographic Information [Abstract]

Summary of Revenue and Long-Lived Assets by Geographical Area


	Year Ended December 31,
	2019		2018		2017
United States
Product sales	$	79,128	$	67,458	$	41,261
Services		24,163		35,984		22,659
Total United States		103,291		103,442		63,920
Canada
Product sales		59,895		80,871		96,716
Services		26,668		28,607		31,183
Total Canada		86,563		109,478		127,899
Other Countries
Product sales		6,803		8,452		6,689
Services		8,828		5,591		3,126
Total Other Countries		15,631		14,043		9,815
Total
Product sales		145,826		156,781		144,666
Services		59,659		70,182		56,968
Total revenues	$	205,485	$	226,963	$	201,634

The following table summarizes long-lived assets by geographic area (in thousands):


	December 31,		December 31,
	2019		2018
United States	$	15,939	$	16,475
Canada		16,246		15,292
Other Countries		789		529
	$	32,974	$	32,296

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2019

Property and Equipment [Abstract]

Schedule of Property and Equipment by Major Asset Class



	December 31,		December 31,
	2019		2018
Land	$	2,090	$	1,995
Building and improvements		12,242		5,185
Machinery and equipment		21,469		18,135
Computers and software		2,694		2,373
Furniture and fixtures		1,208		1,097
Vehicles		6,385		6,980
Service equipment		244		244
		46,332		36,009
Less: Accumulated depreciation and amortization		(14,333)		(10,270)
		31,999		25,739
Construction in progress		975		6,557
Property and equipment, net	$	32,974	$	32,296

Schedule of Depreciation Expense Associated Income Statement Line Items


	Year Ended December 31,
	2019		2018		2017
Cost of sales
Cost of product sales	$	2,711	$	2,003	$	1,234
Cost of services		1,266		1,070		677
Selling, general and administrative expenses		1,900		1,674		1,282
Total depreciation	$	5,877	$	4,747	$	3,193

Summary of Significant Accounting Policies (Narrative) (Details)		3 Months Ended								12 Months Ended
	Aug. 03, 2017	Dec. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2019 USD ($) customer	Dec. 31, 2018 USD ($) customer	Dec. 31, 2017 USD ($) customer	Jan. 01, 2019 USD ($)
Number of customer that accounted for 10% or more of the total revenue or 10% or more of the total accounts receivable balance \| customer										0	0	1
Revenues		$ 52,094,000	$ 60,773,000	$ 39,768,000	$ 52,850,000	$ 50,188,000	$ 62,691,000	$ 43,398,000	$ 70,686,000	$ 205,485,000	$ 226,963,000	$ 201,634,000
Provision for doubtful accounts		500,000				300,000				500,000	300,000
Goodwill impairment charge						154,000,000				7,937,000	154,003,000	0
Impairment loss of identifiable intangible assets						73,500,000				0		0
Fixed asset or finite-lived intangible impairments										0	0	0
Deferred tax assets, valuation allowance		14,226,000				1,120,000				14,226,000	1,120,000
Deferred tax liability		3,018,000				105,000				3,018,000	105,000
Income tax interest and penalties										100,000	100,000	$ 200,000
Accrued income tax interest and penalties		700,000				600,000				$ 700,000	600,000
Tax Act of 2017 change in tax rate deferred tax liability income tax benefit											$ 3,900,000
Percentage of net income allocated to participating security holders										0.00%	0.00%	4.20%
Research and development expense										$ 2,800,000	$ 3,800,000	$ 3,000,000
ROU assets		5,071,000								5,071,000
Lease liabilities		5,539,000								5,539,000
Accounting Standards Update 2016-02 [Member]
ROU assets													$ 7,500,000
Lease liabilities													$ 7,500,000
Portion Outside Basis Differences To Be Indefinitely Reinvested [Member]
Deferred tax liability						$ 0					$ 0
Domestic Tax Authority [Member]
Deferred tax assets, valuation allowance		$ 13,100,000								$ 13,100,000
Employee Stock Purchase Plan (ESPP) [Member]
Purchase price of common stock expressed as a percentage of its fair value	85.00%									85.00%
Customer One [Member] \| Trade Accounts Receivable [Member] \| Customer concentration risk [Member]
Concentration risk, percentage										10.00%
Customer One [Member] \| Sales revenue, net [Member] \| Customer concentration risk [Member]
Concentration risk, percentage												14.00%
Revenues												$ 27,400,000
Customer Two [Member] \| Trade Accounts Receivable [Member] \| Customer concentration risk [Member]
Concentration risk, percentage											12.00%

Segment and Geographic Information (Narrative) (Details)	12 Months Ended
	Dec. 31, 2019 segment
Segment and Geographic Information [Abstract]
Number of reportable segments	1

Share-Based Compensation (Summary of Share-Based Compensation Expense Recognized in Selling, General and Administrative Expense) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based compensation expense	$ 12,542	$ 10,930	$ 6,108
Related income tax benefit	157	1,698	2,529
Employee Stock Option [Member]
Share-based compensation expense	5,263	5,865	5,218
Restricted Stock Units (RSUs) [Member]
Share-based compensation expense	5,032	3,672	775
Equivalent Stock Units (ESUs) [Member]
Share-based compensation expense	338
Performance Stock Unit Awards (PSUs) [Member]
Share-based compensation expense	1,682	800
Employee Stock Purchase Plan (ESPP) [Member]
Share-based compensation expense	$ 227	$ 593	$ 115

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Summary of Stock Option Activity



2012 Equity Plan and 2017 Equity Plan	Service Based Options	Liquidity Options	Total Options	Service Based Weighted Average Exercise Price		Liquidity Based Weighted Average Exercise Price		Service Based Weighted Average Remaining Contractual Life (Years)	Liquidity Weighted Average Remaining Contractual Life (Years)
Outstanding at December 31, 2018	973,434	1,449,261	2,422,695	$	6.14	$	6.18	4.21	4.17
Granted during the year	—	—	—		—		—
Exercised during the year	—	—	—		—		—
Forfeited during the year	(2,472)	(60,309)	(62,781)		10.68		6.31
Expired during the year	(115,718)	(120,618)	(236,336)		6.22		6.31
Outstanding at December 31, 2019	855,244	1,268,334	2,123,578	$	6.12	$	6.16	3.22	3.16
Unvested as of December 31, 2019	13,477	425,735	439,212		12.13		6.17
Exercisable as of December 31, 2019	841,767	842,599	1,684,366	$	6.02	$	6.15	3.16	3.15

Summary of Share-Based Compensation Expense Recognized in Selling, General and Administrative Expense


	Year Ended December 31,
	2019		2018		2017
Stock options	$	5,263	$	5,865	$	5,218
Restricted stock units		5,032		3,672		775
Equivalent stock units		338		-		-
Performance stock unit awards		1,682		800		-
ESPP		227		593		115
Total share-based compensation expense	$	12,542	$	10,930	$	6,108
Related income tax benefit	$	157	$	1,698	$	2,529

Employee Stock Option [Member]

Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Awards


Expected volatility	44.4	%
Average risk free interest rate	2.0	%
Expected term (in years)	6.0
Expected dividends	—	%

Liquidity Options [Member]

Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Awards


Expected volatility	44.4	%
Average risk free interest rate	1.7	%
Expected term (in years)	4.6
Expected dividends	—	%

Equivalent Stock Unit Awards [Member]

Summary of Stock Unit Activity


	Number of Awards	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2018	—	$	-
Granted	625,488		5.51
Vested	—		—
Forfeited	(48,428)		5.51
Non-vested at December 31, 2019	577,060	$	5.51

Performance Stock Unit Awards (PSUs) [Member]

Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Awards


	2019			2018
Grant date		February 28, 2019			March 1, 2018
Performance period		January 1, 2019 to December 31, 2021			January 1, 2018 to December 31, 2020
Volatility		63.2	%		54.3	%
Risk-free interest rate		2.5	%		2.3	%
Expected dividends		—	%		—	%
Grant date price	$	5.51		$	14.53
Weighted-average fair value per share	$	6.50		$	17.37

Summary of Stock Unit Activity


	Number of Awards	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2018	156,516	$	17.37
Granted	377,334		6.50
Vested	—		—
Forfeited	—		—
Non-vested at December 31, 2019	533,850	$	9.69

2017 Plan [Member] | Restricted Stock Units (RSUs) [Member]

Summary of Stock Unit Activity


	Number of Awards	Weighted Average Grant Date Fair Value
Non-vested at December 31, 2018	646,635	$	15.18
Granted	1,030,216		5.28
Vested (including 52,053 shares that have not been released)	(258,451)		15.33
Forfeited	(78,972)		8.71
Non-vested at December 31, 2019	1,339,428	$	7.92

Employee Stock Purchase Plan (ESPP) [Member]

Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Awards


		January 1, 2019 to June 30, 2019			October 16, 2017 to December 31, 2018
Expected volatility		82.8	%		38.8	%
Average risk free interest rate		2.5	%		1.4	%
Expected dividends		—	%		—	%
Weighted-average fair value per share	$	2.02		$	7.16

Goodwill and Identifiable Intangibles (Narrative) (Details)	3 Months Ended		12 Months Ended
	Jun. 30, 2019 USD ($)	Dec. 31, 2018 USD ($) segment	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($) segment	Dec. 31, 2017 USD ($)
Goodwill [Line Items]
Number of reporting units \| segment		2		3
Goodwill impairment charge		$ 154,000,000	$ 7,937,000	$ 154,003,000	$ 0
Goodwill		23,112,000	15,222,000	23,112,000	184,478,000
Amortization expense			4,559,000	$ 13,090,000	24,458,000
Impairment loss of identifiable intangible assets		73,500,000	$ 0		$ 0
Weighted average amortization period			15 years
Fracturing Systems and Well Construction [Member]
Goodwill [Line Items]
Impairment loss of identifiable intangible assets		$ 73,500,000
Tracer Diagnostic Services [Member]
Goodwill [Line Items]
Goodwill impairment charge	$ 7,900,000
Goodwill	$ 0
Repeat Precision [Member]
Goodwill [Line Items]
Goodwill impairment charge			$ 0
Goodwill			$ 15,200,000

Share-Based Compensation (Schedule of Weighted Average Assumptions Used to Estimate Fair Value of Awards) (Details) - $ / shares		9 Months Ended	12 Months Ended			15 Months Ended
	Apr. 27, 2017	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2018
Employee Stock Option [Member]
Expected volatility					44.40%
Average risk free interest rate					2.00%
Expected term (in years)					6 years
Liquidity Options [Member]
Expected volatility	44.40%
Average risk free interest rate	1.70%
Expected term (in years)	4 years 7 months 6 days
Performance Stock Unit Awards (PSUs) [Member]
Grant date			Feb. 28, 2019	Mar. 01, 2018
Performance period start date			Jan. 01, 2019	Jan. 01, 2018
Performance period end date			Dec. 31, 2021	Dec. 31, 2020
Expected volatility			63.20%	54.30%
Average risk free interest rate			2.50%	2.30%
Grant date price			$ 5.51	$ 14.53		$ 14.53
Weighted-average fair value per share			$ 6.50	17.37		$ 17.37
Employee Stock Purchase Plan (ESPP) [Member]
Expected volatility		82.80%				38.80%
Average risk free interest rate		2.50%				1.40%
Weighted-average fair value per share		$ 2.02		$ 7.16		$ 7.16

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Use of Estimates

Foreign Currency

Revenue Recognition

The payment terms and conditions in our customer contracts vary. We do not have contracts that contain a financing component and do not accept noncash consideration from customers.

Product Sales Revenues

Services Revenues

Cash and Cash Equivalents

We consider all highly liquid instruments purchased with an original maturity date of three months or less to be cash equivalents. These items are carried at cost, which approximates fair value.

Concentration of Credit Risk

Accounts Receivable, Trade and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at their invoiced amounts and do not bear interest. We perform ongoing credit evaluations of our clients and monitor collections and payments.

Inventories

Impairments

Property and Equipment



	Years
Buildings	30
Building equipment	5-15
Machinery and equipment	5-12
Furniture and fixtures	3-5
Computers and software	3-5
Vehicles and rental equipment	2-4
Leasehold improvements	Lease term (1-5)

Business Combinations, Goodwill and Intangible Assets

Costs related to the acquisition, other than those associated with the issuance of debt or equity securities, that we incur in connection with a business combination are expensed as incurred.

Income Taxes

Share-Based Compensation

Fair Value

Level 1—inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

Level 2—inputs other than quoted prices included within Level 1 that are observable for the assets or liability, either directly or indirectly; and

Level 3—inputs are unobservable for the asset or liability, which reflect the best judgment of management.

Earnings Per Share

Research and Development

Recent Accounting Pronouncements

Pronouncement Adopted in 2019

Pronouncements Not Yet Effective

Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases [Abstract]

Supplemental Balance Sheet Information Related to Leases


			December 31,
Leases	Consolidated Balance Sheet Classification		2019
Assets
Operating lease right-of-use assets	Deposits and other assets	$	5,071
Finance lease right-of-use assets (1)	Property and equipment, net		3,379
Total leased right-of-use assets		$	8,450

Liabilities
Current
Operating lease liabilities	Other current liabilities	$	2,052
Finance lease liabilities	Current maturities of long-term debt		1,481

Noncurrent
Operating lease liabilities	Other long-term liabilities		3,487
Finance lease liabilities	Long-term debt, less current maturities		1,436
Total lease liabilities		$	8,456

_______________

(1)

Finance lease right-of-use assets are recorded net of accumulated amortization of $2.4 million as of December 31, 2019.

Components of Lease Expense


		Year Ended
Lease Cost	Consolidated Statements of Operations Classification	December 31, 2019
Operating lease cost	Cost of sales; Selling, general and administrative expenses	$	2,891
Finance lease cost
Amortization of right-of-use assets	Depreciation		1,409
Interest on lease liabilities	Interest expense, net		257
Short-term lease cost	Cost of sales; Selling, general and administrative expenses		898
Total lease cost		$	5,455

Maturities of Lease Liabilities


Year Ending December 31,	Operating Leases		Finance Leases
2020	$	2,301	$	1,653
2021		1,722		1,049
2022		929		453
2023		423		—
2024		321		—
Thereafter		416		—
Total lease payments	$	6,112	$	3,155
Less: interest		573		238
Present value of lease liabilities	$	5,539	$	2,917

Lease Term and Discount Rate


	December 31,
Lease Term and Discount Rate	2019
Weighted-average remaining lease term (years):
Operating leases		2.9
Finance leases		1.6
Weighted-average discount rate:
Operating leases		5.9	%
Finance leases		5.5	%

Supplemental Cash Flow and Other Information Related to Leases


	Year Ended
	December 31,
Other Information	2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	3,278
Operating cash flows from finance leases		257
Financing cash flows from finance leases		1,705
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	328
Finance leases		1,383

Scheduel of Future Annual Commitments Under ASC 840


Year Ending December 31,	Operating Leases		Finance Leases
2019	$	2,867	$	1,768
2020		1,276		973
2021		757		686
2022		434		198
2023		292		—
Thereafter		398		—
Total lease payments	$	6,024	$	3,625
Less: interest		—		346
Present value of lease liabilities	$	6,024	$	3,279

Leases (Components of Lease Expense) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Leases [Abstract]
Operating lease cost	$ 2,891
Finance lease cost
Amortization of right-of-use assets	1,409
Interest on lease liabilities	257
Short-term lease cost	898
Total lease cost	$ 5,455

Share-Based Compensation (Summary of Stock Unit Awards Activity) (Details)	12 Months Ended
	Dec. 31, 2019 $ / shares shares
Restricted Stock Units (RSUs) [Member]
Beginning balance, Non-vested awards (in shares)	646,635
Granted (in shares)	1,030,216
Vested (including 52,053 shares that have not been released)	(258,451)
Forfeited (in shares)	(78,972)
Ending balance, Non-vested awards (in shares)	1,339,428
Beginning balance, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares	$ 15.18
Granted, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares	5.28
Vested, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares	15.33
Forfeited, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares	8.71
Ending balance, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares	$ 7.92
Shares held in Employee Stock Option Plan, Suspense Shares	52,053
Equivalent Stock Unit Awards [Member]
Beginning balance, Non-vested awards (in shares)
Granted (in shares)	625,488
Forfeited (in shares)	(48,428)
Ending balance, Non-vested awards (in shares)	577,060
Beginning balance, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares
Granted, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares	5.51
Forfeited, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares	5.51
Ending balance, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares	$ 5.51
Performance Based Restricted Stock Units [Member]
Beginning balance, Non-vested awards (in shares)	156,516
Granted (in shares)	377,334
Ending balance, Non-vested awards (in shares)	533,850
Beginning balance, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares	$ 17.37
Granted, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares	6.50
Ending balance, Non-vested awards weighted average grant date fair value (in dollars per share) \| $ / shares	$ 9.69

Revenues (Tables)

12 Months Ended

Dec. 31, 2019

Revenues [Abstract]

Schedule of Contract Liabilities


Balance at December 31, 2018	$	515
Additions		104
Revenue recognized		(560)
Balance at December 31, 2019	$	59

Acquisitions	12 Months Ended
Acquisitions	Dec. 31, 2019
Acquisitions [Abstract]
Acquisitions	Note 4. Acquisitions Spectrum Tracer Services On August 31, 2017, we acquired 100% of the equity interests in Spectrum Tracer Services, LLC (“Spectrum”) in exchange for approximately $83 million, subject to certain adjustments, which was comprised of (i) approximately $76 million in cash and (ii) 0.4 million shares of our common stock using a fair market value of $19.42 per share. The cash portion was funded with available cash and borrowings under our Prior Senior Secured Credit Facility (as defined below). The intention of this acquisition was to offer Spectrum’s tracer diagnostics services and strengthen our ability to provide our customers with actionable data and analysis to optimize oil and natural gas well completions and field development strategies. The acquisition of Spectrum included an earn-out provision that could have provided up to $12.5 million in additional cash consideration to Spectrum’s former unitholders if Spectrum’s actual gross profit during the earn-out period that commenced on October 1, 2017 and ended on December 31, 2018 was greater than the earn-out threshold. The fair value of the earn-out recognized on the acquisition date was $0.4 million. We first estimated the fair value of the earn-out using a Black-Scholes closed form option pricing model and then began using a risk-neutral option pricing analysis within a Monte Carlo simulation framework. The earn-out was subject to re-measurement each reporting period using Level 3 inputs until payment. Subsequent changes in the fair value of the liability were reflected in our consolidated statements of operations as a change in fair value of contingent consideration. As of December 31, 2018, the earn-out had no value. We recognized a benefit of $(3.4) million and an expense of $3.0 million for the years ended December 31, 2018 and 2017, respectively, as a change in fair value of contingent consideration expense in the consolidated statements of operations related to the fair value adjustment of the Spectrum earn-out. During 2019, we did not pay the sellers an earn-out as specified targets were not met. Spectrum contributed revenues of $12.8 million and net income of $0.3 million to us for the period from September 1, 2017 to December 31, 2017. We also incurred acquisition costs of $0.7 million related to this acquisition during the year ended December 31, 2017, which were included in general and administrative expense on our consolidated statements of operations. Repeat Precision On February 1, 2017, we acquired a 50% interest in Repeat Precision, LLC (“Repeat Precision”) for $6.0 million. Historically, the business had been a supplier to NCS. Our strategic purchase of 50% of this business ensures that we have continued access to these services and allows us greater control of the allocation of their capacity, ensuring that we can scale their operations together with ours. In addition, Repeat Precision also markets composite frac plugs and related products, providing an additional revenue opportunity. Concurrent with entering into the transaction, the previous owner of the 50% interest repaid a $1.0 million promissory note to us. We also recorded an earn-out at the acquisition date as a contingent adjustment to the purchase price in the amount of $7.0 million. We estimated the fair value of the earn-out using a Monte Carlo simulation on the acquisition date. The earn-out equity value was based on Repeat Precision’s 2018 EBITDA, multiplied by three, which was then reduced by debt and increased by cash. The earn-out equity value was then discounted at the adjusted cost of equity. The earn-out was subject to re-measurement each reporting period using Level 3 inputs until it was paid. Subsequent changes in the fair value of the liability are reflected in our consolidated statements of operations as a change in fair value of contingent consideration. As of December 31, 2018, the earn-out had a value of $10.0 million. We recognized an expense of $37 thousand, $0.5 million and $2.5 million for the years ended December 31, 2019, 2018 and 2017, respectively, as a change in fair value of contingent consideration expense in the consolidated statements of operations related to the fair value of the Repeat earn-out. On January 31, 2019, the cash payment of $10.0 million for the Repeat Precision earn-out consideration was paid to the joint venture partner. As NCS has the controlling voting interest in Repeat Precision, we determined that the transaction was a business combination and used the acquisition method of accounting and have included Repeat Precision in our consolidated financial statements from the acquisition date. As a result, the other party’s ownership percentage is presented separately as a non-controlling interest. Repeat Precision’s results of operations were included in NCS’s financial statements for periods subsequent to the closing of the acquisition on February 1, 2017. The unaudited pro forma operating results pursuant to ASC 805, Business Combinations, have been excluded due to immateriality. We also incurred acquisition costs of $0.3 million related to this acquisition for the year ended December 31, 2017, which were included in general and administrative expense on our consolidated statements of operations.

Summary of Significant Accounting Policies (Property and Equipment Estimated Useful Service Lives or Lease Term) (Details)	12 Months Ended
	Dec. 31, 2019
Buildings [Member]
Property, Plant and Equipment [Line Items]
Useful service lives	30 years
Maximum [Member] \| Building Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful service lives	15 years
Maximum [Member] \| Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful service lives	12 years
Maximum [Member] \| Computer and Software [Member]
Property, Plant and Equipment [Line Items]
Useful service lives	5 years
Maximum [Member] \| Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Useful service lives	5 years
Maximum [Member] \| Vehicles and Rental Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful service lives	4 years
Maximum [Member] \| Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Lease term	5 years
Minimum [Member] \| Building Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful service lives	5 years
Minimum [Member] \| Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful service lives	5 years
Minimum [Member] \| Computer and Software [Member]
Property, Plant and Equipment [Line Items]
Useful service lives	3 years
Minimum [Member] \| Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Useful service lives	3 years
Minimum [Member] \| Vehicles and Rental Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful service lives	2 years
Minimum [Member] \| Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Lease term	1 year

Income Taxes (Provision (Benefit) from Income Taxes) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Current tax expense (benefit):
U.S. Federal	$ (382)	$ 1,241	$ 11,786
State	221	240	628
Foreign	1,913	4,307	7,215
Total current	1,752	5,788	19,629
Deferred tax expense (benefit):
U.S. Federal	8,746	(9,525)	(14,389)
State	580	(599)	(299)
Foreign	(326)	(18,716)	(4,271)
Total deferred	9,000	(28,840)	(18,959)
Total income taxes	$ 10,752	$ (23,052)	$ 670

Leases (Supplemental Cash Flow and Other Information Related to Leases) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Leases [Abstract]
Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases	$ 3,278
Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from finance leases	257
Cash paid for amounts included in measurement of lease liabilities: Financing cash flows from finance leases	1,705
Right-of-use assets obtained in exchange for new lease liabilities: Operating leases	328
Right-of-use assets obtained in exchange for new lease liabilities: Finance leases	$ 1,383