0001692427-21-000026 | 10-Q | XBRL Viewer | NCS Multistage Holdings INC

Cost of product sales and services, exclusive of depreciation and amortization expense shown below

$ 21,461

$ 8,732

$ 49,975

$ 63,282

Cost of sales

13,927

6,393

32,205

37,007

Selling, general and administrative expenses

11,823

15,473

24,607

36,308

Depreciation

935

994

1,872

2,446

Amortization

167

104

334

1,237

Impairment

50,194

Loss from operations

(5,391)

(14,232)

(9,043)

(63,910)

Other income (expense)

Interest expense, net

(198)

(424)

(366)

(746)

Other income, net

529

870

166

Foreign currency exchange gain (loss), net

242

(217)

392

(207)

Total other income (expense)

573

(633)

896

(787)

Loss before income tax

(4,818)

(14,865)

(8,147)

(64,697)

Income tax expense

726

(5,973)

854

(6,898)

Net loss

(5,544)

(8,892)

(9,001)

(57,799)

Net income (loss) attributable to non-controlling interest

251

(135)

191

2,507

Net loss attributable to NCS Multistage Holdings, Inc.

$ (5,795)

$ (8,757)

$ (9,192)

$ (60,306)

Loss per common share

Basic loss per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share)

^[1]

$ (2.41)

$ (3.70)

$ (3.85)

$ (25.56)

Diluted loss per common share attributable to NCS Multistage Holdings, Inc. (in dollars per share)

^[1]

$ (2.41)

$ (3.70)

$ (3.85)

$ (25.56)

Weighted average common shares outstanding

Basic

^[1]

2,401

2,366

2,391

2,359

Diluted

^[1]

2,401

2,366

2,391

2,359

Product sales [Member]

Revenues

Cost of product sales and services, exclusive of depreciation and amortization expense shown below

$ 15,764

$ 4,858

$ 35,938

$ 44,288

Cost of sales

10,668

3,869

24,589

27,317

Services [Member]

Revenues

Cost of product sales and services, exclusive of depreciation and amortization expense shown below

5,697

3,874

14,037

18,994

Cost of sales

$ 3,259

$ 2,524

$ 7,616

$ 9,690

[1]	Amounts in 2020 have been retrospectively adjusted for the 1-for-20 reverse stock split that was effective on December 1, 2020.

CONSOLIDATED STATEMENTS OF OPERATIONS (Parentheticals)	6 Months Ended	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS (Parentheticals)	Jun. 30, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Reverse stock split ratio		0.05
Reverse stock split, description	1-for-20

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract]
Net loss	$ (5,544)	$ (8,892)	$ (9,001)	$ (57,799)
Foreign currency translation adjustments, net of tax of $0	530	1,592	823	(3,657)
Comprehensive loss	(5,014)	(7,300)	(8,178)	(61,456)
Less: Comprehensive income (loss) attributable to non-controlling interest	251	(135)	191	2,507
Comprehensive loss attributable to NCS Multistage Holdings, Inc.	$ (5,265)	$ (7,165)	$ (8,369)	$ (63,963)

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

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

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Beginning balance at Dec. 31, 2019

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract]
Foreign currency translation adjustments, tax	$ 0	$ 0	$ 0	$ 0

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands

Preferred Stock [Member]

Common Stock [Member]

Additional Paid-In Capital [Member]

Accumulated Other Comprehensive Loss [Member]

Retained Deficit [Member]

Treasury Stock [Member]

Non-controlling Interest [Member]

Total

$ 23

^[1]

$ 425,079

^[1]

$ (80,811)

$ (199,029)

$ (652)

$ 18,935

$ 163,545

Beginning balance, shares at Dec. 31, 2019

2,345,289

^[1]

(4,633)

^[1]

2,950

^[1]

2,950

Distribution to noncontrolling interest

(51,549)

2,642

(48,907)

(3,050)

$ 1

^[1]

(1)

^[1]

24,099

^[1]

$ (151)

(151)

(6,892)

^[1]

Ending balance at Mar. 31, 2020

(5,249)

$ 24

^[1]

428,028

^[1]

(86,060)

(250,578)

$ (803)

18,527

109,138

Ending balance, shares at Mar. 31, 2020

2,369,388

^[1]

(11,525)

^[1]

Beginning balance at Dec. 31, 2019

$ 23

^[1]

425,079

^[1]

(80,811)

(199,029)

$ (652)

18,935

163,545

Beginning balance, shares at Dec. 31, 2019

2,345,289

^[1]

(4,633)

^[1]

(57,799)

Ending balance at Jun. 30, 2020

(3,657)

$ 24

^[1]

429,750

^[1]

(84,468)

(259,335)

$ (805)

18,392

103,558

Ending balance, shares at Jun. 30, 2020

2,370,729

^[1]

(11,749)

^[1]

Beginning balance at Mar. 31, 2020

$ 24

^[1]

428,028

^[1]

(86,060)

(250,578)

$ (803)

18,527

109,138

Beginning balance, shares at Mar. 31, 2020

2,369,388

^[1]

(11,525)

^[1]

1,722

^[1]

1,722

Exercise of stock options

(8,757)

(135)

(8,892)

Exercise of stock options, shares

675

^[1]

666

^[1]

$ (2)

(2)

(224)

^[1]

Ending balance at Jun. 30, 2020

1,592

$ 24

^[1]

429,750

^[1]

(84,468)

(259,335)

$ (805)

18,392

103,558

Ending balance, shares at Jun. 30, 2020

2,370,729

^[1]

(11,749)

^[1]

Beginning balance at Dec. 31, 2020

$ 24

432,801

(81,780)

(256,628)

$ (809)

19,878

113,486

Beginning balance, shares at Dec. 31, 2020

2,371,992

(12,074)

1,170

Distribution to noncontrolling interest

(3,397)

(60)

(3,457)

(1,250)

24,050

$ (191)

(191)

(5,089)

Ending balance at Mar. 31, 2021

293

$ 24

433,971

(81,487)

(260,025)

$ (1,000)

18,568

110,051

Ending balance, shares at Mar. 31, 2021

2,396,042

(17,163)

Beginning balance at Dec. 31, 2020

$ 24

432,801

(81,780)

(256,628)

$ (809)

19,878

113,486

Beginning balance, shares at Dec. 31, 2020

2,371,992

(12,074)

(9,001)

Ending balance at Jun. 30, 2021

823

$ 24

435,022

(80,957)

(265,820)

$ (1,006)

18,319

105,582

Ending balance, shares at Jun. 30, 2021

2,397,735

(17,382)

Beginning balance at Mar. 31, 2021

$ 24

433,971

(81,487)

(260,025)

$ (1,000)

18,568

110,051

Beginning balance, shares at Mar. 31, 2021

2,396,042

(17,163)

1,051

Distribution to noncontrolling interest

(5,795)

251

(5,544)

(500)

1,693

$ (6)

(6)

(219)

Ending balance at Jun. 30, 2021

530

$ 24

$ 435,022

$ (80,957)

$ (265,820)

$ (1,006)

$ 18,319

$ 105,582

Ending balance, shares at Jun. 30, 2021

2,397,735

(17,382)

[1]	Amounts as of December 31, 2019 and in 2020 have been retrospectively adjusted for the 1-for-20 reverse stock split that was effective on December 1, 2020.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parentheticals)	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY [Abstract]
Reverse stock split ratio		0.05
Reverse stock split, description	1-for-20

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash flows from operating activities
Net loss	$ (9,001)	$ (57,799)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	2,206	3,683
Impairment		50,194
Amortization of deferred loan costs	141	149
Share-based compensation	3,810	4,737
Provision for inventory obsolescence	1,295	657
Deferred income tax benefit	(29)	(2,140)
Gain on sale of property and equipment	(292)	(112)
Provision for doubtful accounts	(73)	622
Proceeds from note receivable	126	299
Changes in operating assets and liabilities:
Accounts receivable—trade	4,425	28,819
Inventories, net	(1,119)	(432)
Prepaid expenses and other assets	(307)	(2,700)
Accounts payable—trade	927	(4,665)
Accrued expenses	685	596
Other liabilities	(2,112)	1,065
Income taxes receivable/payable	408	(2,825)
Net cash provided by operating activities	1,090	20,148
Cash flows from investing activities
Purchases of property and equipment	(238)	(687)
Purchase and development of software and technology	(276)
Proceeds from sales of property and equipment	198	66
Net cash used by investing activities	(316)	(621)
Cash flows from financing activities
Payments on equipment note and finance leases	(633)	(843)
Line of credit borrowings	360	5,000
Payments on revolver	(360)
Treasury shares withheld	(197)	(153)
Distribution to noncontrolling interest	(1,750)	(3,050)
Net cash (used in) provided by financing activities	(2,580)	954
Effect of exchange rate changes on cash and cash equivalents	160	(465)
Net change in cash and cash equivalents	(1,646)	20,016
Cash and cash equivalents beginning of period	15,545	11,243
Cash and cash equivalents end of period	13,899	31,259
Noncash investing and financing activities
Leased assets obtained in exchange for new finance lease liabilities	1,108	4,560
Leased assets obtained in exchange for new operating lease liabilities	$ 1,190	$ 2,573

Basis of Presentation	6 Months Ended
Basis of Presentation	Jun. 30, 2021
Basis of Presentation [Abstract]
Basis of Presentation	Note 1. Basis of Presentation Nature of Business NCS Multistage Holdings, Inc., a Delaware corporation, through its wholly owned subsidiaries and subsidiaries for which it has a controlling voting interest (collectively referred to as the “Company,” “NCS,” “we,” “our” and “us”), is primarily engaged in providing engineered products and support services for oil and natural gas well completions and field development strategies. We offer our products and services primarily to exploration and production companies for use in onshore wells. We operate through service facilities principally located in Houston and Odessa, Texas; Tulsa, Oklahoma; Billings, Montana; Morgantown, West Virginia; Calgary, Red Deer, Grande Prairie and Estevan, Canada; Neuquén, Argentina and Stavanger, Norway. Basis of Presentation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Act of 1934, as amended, issued by the Securities Exchange Commission (“SEC”) and have not been audited by our independent registered public accounting firm. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with our financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (“Annual Report”). As NCS has the controlling voting interest in Repeat Precision, LLC (“Repeat Precision”), the other party’s ownership is presented separately as a non-controlling interest. In the opinion of management, these condensed consolidated financial statements reflect all normal, recurring adjustments necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements. Significant Accounting Policies Our significant accounting policies are detailed in "Note 2. Summary of Significant Accounting Policies" in our Annual Report. Recent Accounting Pronouncements Pronouncements Adopted in 2021 In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or other interest rates used globally that could be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We adopted ASU No. 2020-04 on January 1, 2021, with no material impact on our condensed consolidated financial statements. 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 clarifies and amends existing guidance to improve consistent application. For public entities, this guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We adopted ASU No. 2019-12 on a prospective basis on January 1, 2021, with no material impact on our condensed consolidated financial statements. Pronouncements Not Yet Effective In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU introduces a new impairment model that is based on expected credit losses rather than incurred credit losses for financial instruments, including trade accounts receivable. It requires an entity to measure expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The new standard was to become effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective dates for certain accounting guidance. The effective date for ASU No. 2016-13 remained the same for public business entities that are SEC filers, except for entities who are deemed smaller reporting companies (“SRC”). The effective date for all other entities, including SRCs, begins during the first interim period of fiscal years beginning after December 15, 2022. NCS qualifies as an SRC. We are currently evaluating the impact of the adoption of this guidance.

Revenues

6 Months Ended

Jun. 30, 2021

Revenues [Abstract]

Note 2. Revenues

Disaggregation of Revenue

We sell our products and services primarily in North America and in selected international markets. Revenue by geography is attributed based on the current billing address of the customer. The following table depicts the disaggregation of revenue by geographic region (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
United States
Product sales	$	7,142	$	3,687	$	13,438	$	21,127
Services		2,086		917		3,613		4,445
Total United States		9,228		4,604		17,051		25,572
Canada
Product sales		7,321		1,171		21,199		21,978
Services		1,873		329		8,230		8,888
Total Canada		9,194		1,500		29,429		30,866
Other Countries
Product sales		1,301		—		1,301		1,183
Services		1,738		2,628		2,194		5,661
Total Other Countries		3,039		2,628		3,495		6,844
Total
Product sales		15,764		4,858		35,938		44,288
Services		5,697		3,874		14,037		18,994
Total revenues	$	21,461	$	8,732	$	49,975	$	63,282

Contract Balances

If the timing of the delivery of products and provision of services is different from the timing of the customer payments, we recognize either a contract asset (performance precedes contractual due date in connection with estimates of variable consideration) or a contract liability (customer payment precedes performance) on our condensed consolidated balance sheet.

The following table includes the current contract liabilities as of June 30, 2021 and December 31, 2020 (in thousands):


Balance at December 31, 2020	$	51
Additions		756
Revenue recognized		(756)
Balance at June 30, 2021	$	51

We currently do not have any contract assets or non-current contract liabilities. Our contract liability as of June 30, 2021 and December 31, 2020 is included in current liabilities on our condensed consolidated balance sheets. Our performance obligations for our product and service revenues are satisfied before the customer’s payment; however, prepayments may occasionally be required. Revenue recognized from the contract liability balance was $0.2 million and $3 thousand for the three months ended June 30, 2021 and 2020, respectively, and $0.8 million and $8 thousand for the six months ended June 30, 2021 and 2020, respectively.

Practical Expedient

We do not disclose the value of unsatisfied performance obligations when the related contract has a duration of one year or less. We recognize revenue equal to what we have the right to invoice when that amount corresponds directly with the value to the customer of our performance to date.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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Other Current Receivables [Abstract]

Inventories, Net

6 Months Ended

Jun. 30, 2021

Inventories, Net [Abstract]

Inventories, Net

Note 3. Inventories, net

Inventories consist of the following as of June 30, 2021 and December 31, 2020 (in thousands):


	June 30,		December 31,
	2021		2020
Raw materials	$	2,154	$	1,752
Work in process		216		287
Finished goods		32,670		32,832
Total inventories, net	$	35,040	$	34,871

Other Current Receivables

6 Months Ended

Jun. 30, 2021

Other Current Receivables

Note 4. Other Current Receivables

Other current receivables consist of the following as of June 30, 2021 and December 31, 2020 (in thousands):


	June 30,		December 31,
	2021		2020
Current income tax receivables	$	5,733	$	6,295
Employee receivables		573		544
Other receivables		984		1,519
Total other receivables, net	$	7,290	$	8,358

Employee receivables relate primarily to amounts paid by us for foreign withholding tax paid on behalf of employees working on international assignments, which is expected to be reimbursed to us by the employees when refunded as foreign tax credits on home-country tax returns.

Property and Equipment

6 Months Ended

Jun. 30, 2021

Property and Equipment [Abstract]

Property and Equipment

Note 5. Property and Equipment

Property and equipment by major asset class consist of the following as of June 30, 2021 and December 31, 2020 (in thousands):



	June 30,		December 31,
	2021		2020
Land	$	1,743	$	1,695
Building and improvements		8,834		8,511
Machinery and equipment		18,324		18,211
Computers and software		2,441		2,374
Furniture and fixtures		1,167		1,150
Vehicles		345		442
Right of use assets - finance leases		8,139		8,020
Service equipment		244		244
		41,237		40,647
Less: Accumulated depreciation and amortization		(17,441)		(16,312)
		23,796		24,335
Construction in progress		368		100
Property and equipment, net	$	24,164	$	24,435

In May 2021, we renewed our laboratory lease in Tulsa, Oklahoma, which is now being treated as a finance lease. We recorded a long-term asset totaling $0.8 million and a corresponding lease liability. The lease has a five year term through May 2026.

The following table presents the depreciation expense associated with the following income statement line items for the three and six months ended June 30, 2021 and 2020 (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Cost of sales
Cost of product sales	$	351	$	374	$	701	$	1,083
Cost of services		175		270		372		560
Selling, general and administrative expenses		409		350		799		803
Total depreciation	$	935	$	994	$	1,872	$	2,446

We evaluate our property and equipment for impairment whenever changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. We determined there were no triggering events that indicated potential impairment of our property, plant and equipment for the three and six months ended June 30, 2021, and accordingly no impairment loss was recorded.

During the first quarter of 2020, we performed an impairment analysis to assess the recoverability of the carrying values for our property and equipment because we determined that a triggering event had occurred. Evidence that led to a triggering event included the industry conditions, such as a reduction in global economic growth expectations, a significantly reduced demand for crude oil and refined products, the significant decline in commodity prices and the corresponding impact on future expectations of demand for our products and services primarily related to the Coronavirus disease 2019 (“COVID-19”) pandemic as well as the resulting decline in the quoted price of our common stock. As a result of the analysis, we recorded an impairment charge of $9.7 million in our property and equipment, primarily related to our land, building and improvements and machinery and equipment, to the extent the carrying value exceeded the estimated fair value as of March 31, 2020. We did not identify any triggering events during the second quarter of 2020 that required further impairment testing. Therefore, we did not record any impairment charges during the three months ended June 30, 2020.

Goodwill and Identifiable Intangibles

6 Months Ended

Jun. 30, 2021

Goodwill and Identifiable Intangibles [Abstract]

Goodwill and Identifiable Intangibles

Note 6. Goodwill and Identifiable Intangibles

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


	June 30,		December 31,
	2021		2020
Gross value	$	177,162	$	177,162
Accumulated impairment		(161,940)		(161,940)
Net	$	15,222	$	15,222

We perform our annual impairment analysis of goodwill as of December 31, or whenever there is a triggering event that indicates an impairment loss may have been incurred. As of June 30, 2021, we did not identify any triggering events that would indicate potential impairment of goodwill at Repeat Precision, our only reportable unit with goodwill which totaled $15.2 million. Therefore, no impairment has been recorded for the three and six months ended June 30, 2021.

As of March 31, 2020, we performed a quantitative impairment analysis for goodwill utilizing a market participant perspective and determined that the fair value exceeded the carrying value of our reporting unit. During the second quarter of 2020, we did not identify any triggering events that indicated impairment of goodwill. Accordingly, there was no impairment charge recorded for goodwill for the three and six months ended June 30, 2020.

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



		June 30, 2021
	Estimated	Gross
	Useful	Carrying		Accumulated		Net
	Lives (Years)	Amount		Amortization		Balance
Technology	1 - 20	$	3,958	$	(216)	$	3,742
Customer relationships	10		4,100		(1,811)		2,289
Total amortizable intangible assets		$	8,058	$	(2,027)	$	6,031
Technology - not subject to amortization	Indefinite		48		—		48
Total identifiable intangibles		$	8,106	$	(2,027)	$	6,079



		December 31, 2020
	Estimated	Gross
	Useful	Carrying		Accumulated		Net
	Lives (Years)	Amount		Amortization		Balance
Technology	1 - 20	$	3,958	$	(87)	$	3,871
Customer relationships	10		4,100		(1,606)		2,494
Total amortizable intangible assets		$	8,058	$	(1,693)	$	6,365
Technology - not subject to amortization	Indefinite		48		—		48
Total identifiable intangibles		$	8,106	$	(1,693)	$	6,413

Total amortization expense, which is associated with selling, general and administrative expenses on the condensed consolidated statements of operations, was $0.2 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $0.3 million and $1.2 million for the six months ended June 30, 2021 and 2020, respectively.

Identifiable intangibles are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. There were no impairment charges recorded for our identifiable intangibles for the three and six months ended June 30, 2021.

On March 31, 2020, we evaluated our intangible assets for impairment due to current industry conditions including a reduction in global economic growth expectations, a significantly reduced demand for crude oil and refined products, the significant decline in commodity prices and the corresponding impact on future expectations of demand for our products and services primarily related to the COVID-19 pandemic as well as the resulting decline in the quoted price of our common stock. As a result of the analysis, we determined that the carrying values of certain intangible assets were no longer recoverable, which resulted in an impairment charge of $11.9 million in the asset group that includes fracturing systems and well construction related to technology and internally-developed software and an impairment charge of $28.6 million in our tracer diagnostics asset group related to customer relationships, technology, internally-developed software and trademarks, each recorded on March 31, 2020. Following the impairment charges in the first quarter of 2020, we had no remaining identifiable intangible balances in the asset group that includes our fracturing systems and well construction or our tracer diagnostics asset group. There were no impairment charges recorded for our identifiable intangibles for the three months ended June 30, 2020.

Accrued Expenses

6 Months Ended

Jun. 30, 2021

Accrued Expenses [Abstract]

Accrued Expenses

Note 7. Accrued Expenses

Accrued expenses consist of the following as of June 30, 2021 and December 31, 2020 (in thousands):



	June 30,		December 31,
	2021		2020
Accrued payroll and bonus	$	2,726	$	999
Property and franchise taxes accrual		402		505
Severance and other termination benefits (Note 10)		—		730
Accrued other miscellaneous liabilities		930		1,113
Total accrued expenses	$	4,058	$	3,347

Debt

6 Months Ended

Jun. 30, 2021

Debt [Abstract]

Debt

Note 8. Debt

Our long-term debt consists of the following as of June 30, 2021 and December 31, 2020 (in thousands):



	June 30,		December 31,
	2021		2020
Senior Secured Credit Facility	$	—	$	—
Promissory notes		—		—
Finance leases		6,023		5,789
Total debt		6,023		5,789
Less: current portion		(1,447)		(1,347)
Long-term debt	$	4,576	$	4,442

The estimated fair value of total debt as of June 30, 2021 and December 31, 2020 was $5.7 million and $5.6 million, respectively. The fair value for the finance leases was estimated using Level 2 inputs by calculating the sum of the discounted future interest and principal payments at our incremental borrowing rate through the date of maturity.

Below is a description of our credit agreement and other financing arrangements.

Senior Secured Credit Facility

On May 1, 2019, we entered into a Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”) with Pioneer Investment, Inc., as U.S. borrower (the “U.S. Borrower”), NCS Multistage Inc., as Canadian borrower (the “Canadian Borrower”; together with the U.S. Borrower, the “Borrowers”), Pioneer Intermediate, Inc. (together with the Company, the “Parent Guarantors”), the lenders party thereto, Wells Fargo Bank, National Association as administrative agent (the “U.S. Agent”) in respect of the U.S. facility provided therein and Wells Fargo Bank, National Association, Canadian Branch, as administrative agent (the “Canadian Agent”) in respect of the Canadian Facility provided therein. The 2019 Credit Agreement amended and restated our prior credit agreement in its entirety.

On August 6, 2020, we entered into Amendment No. 1 to the Second Amended and Restated Credit Agreement (the “Amendment”; the 2019 Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”) with the Borrowers, Pioneer Intermediate, Inc., certain subsidiaries of the Borrowers, the lenders party thereto, the U.S. Agent and the Canadian Agent. The facility provided pursuant to the Amended Credit Agreement is referred to herein as the “Senior Secured Credit Facility”.

The Senior Secured Credit Facility consists of a senior secured revolving credit facility in an aggregate principal amount of $25.0 million made available to the U.S. Borrower, of which up to $2.5 million may be made available for letters of credit and up to $2.5 million may be made available for swingline loans. The Canadian Borrower may make borrowings under the Senior Secured Credit Facility, subject to a $15.0 million sublimit. Total borrowings available to the Borrowers under the Senior Secured Credit Facility may be limited subject to a borrowing base calculated on eligible receivables, which does not include receivables at Repeat Precision. Our borrowing base under the Senior Secured Credit Facility as of June 30, 2021 was $10.2 million. The Senior Secured Credit Facility will mature on May 1, 2023. As of June 30, 2021 and December 31, 2020, we had no outstanding indebtedness under the Senior Secured Credit Facility other than letter of credit commitments of less than $0.1 million.

Borrowings under the Senior Secured Credit 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 Amended Credit Agreement). Such advances bear interest at the Adjusted Base Rate or at the Eurocurrency Rate (each as defined in the Amended Credit Agreement) plus an applicable interest margin between 2.75% and 3.75%, depending on our leverage ratio. The applicable interest rate at June 30, 2021 was 4.5%. We incurred interest expense related to the Senior Secured Credit Facility, including commitment fees, of $0.1 million and $0.3 million for the three months ended June 30, 2021 and 2020, respectively, and $0.1 million and $0.5 million for the six months ended June 30, 2021 and 2020, respectively.

The obligations of the Borrowers under the Senior Secured Credit Facility are guaranteed by the Parent Guarantors, as well as each of the other existing and future direct and indirect restricted subsidiaries of NCS 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 Borrowers and such other subsidiary guarantors, in each case, subject to certain exceptions and permitted liens.

The Amended Credit Agreement requires us to (i) maintain liquidity (defined as availability under the Senior Secured Credit Facility plus certain cash deposits) of at least $7.5 million as of the date of each borrowing base certificate due to be delivered either

monthly (if availability is greater than or equal to 12%) or weekly (if availability is less than 12%) thereunder, (ii) maintain, for quarters during which availability is less than 20% of the borrowing base, a fixed charge coverage ratio of at least 1.0 to 1.0 and (iii) on the last business day of each week, prepay advances to the extent that available cash exceeds $12.0 million. As of June 30, 2021, we were in compliance with these financial covenants. The Amended 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 Amended Credit Agreement includes customary events of default for facilities of this type (with customary materiality thresholds and grace periods, as applicable). If an event of default occurs, the lenders party to the Amended Credit Agreement may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings under such facility, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. The lenders party to the Amended Credit Agreement also have the right upon an event of default thereunder to terminate any commitments to provide further borrowings and to proceed against the collateral securing the Senior Secured Credit Facility.

We believe that our cash on hand, cash flows from operations and potential borrowings under our Senior Secured Credit Facility will be sufficient to fund our capital expenditure and liquidity requirements for the next twelve months. However, if the depressed market conditions, including reduced demand for oil, lower customer spending and the resulting low level of demand for our products and services, continue or worsen, it will have a material negative impact on our financial performance. We can make no assurances that the current actions taken by us will provide us with adequate future liquidity if the current economic environment worsens.

We capitalized direct costs of $1.2 million in connection with the Senior Secured Credit Facility and prior amendment, which were being amortized over the term of the Senior Secured Credit Facility using the straight-line method. The Amendment reduced the overall potential capacity under the Amended Credit Agreement from $75.0 million to $25.0 million. Therefore, we expensed $0.6 million of deferred loan costs during the third quarter of 2020, which was commensurate with the reduction in potential capacity. We capitalized new deferred loan costs associated with the Amendment totaling $0.6 million, which is being amortized over the remaining term of the facility. Amortization expense of the deferred financing charges of $0.1 million was included in interest expense, net for each of the three and six months ended June 30, 2021 and 2020, respectively.

Promissory Notes

On February 27, 2017, Repeat Precision entered into a promissory note with Security State Bank & Trust, Fredericksburg. The note bears interest at a variable interest rate based on prime plus 1.00%. The promissory note is collateralized by certain equipment, inventory and receivables. The promissory note was renewed on February 16, 2018 for an aggregate borrowing capacity of $4.3 million and continues to be renewed on an annual basis. The note is currently scheduled to mature on February 12, 2022. Total borrowings may be limited subject to a borrowing base calculation which includes a portion of Repeat Precision’s eligible receivables, inventory and equipment. As of June 30, 2021 and December 31, 2020, Repeat Precision had no outstanding indebtedness under the promissory note.

On April 30, 2020, Repeat Precision entered into a promissory note with Security State Bank & Trust, Fredericksburg, for an aggregate borrowing capacity of $5.0 million. The note bore interest at a variable interest rate based on prime plus 1.00%. The promissory note was collateralized by certain equipment and inventory. Total borrowings were potentially limited subject to a borrowing base calculation which included a portion of Repeat Precision’s eligible receivables, inventory and equipment. As of December 31, 2020, Repeat Precision had no outstanding indebtedness under the promissory note. The note matured on April 30, 2021 and no payment was due.

Finance Leases

Finance leases include a building in Odessa, Texas and a laboratory in Tulsa, Oklahoma. We also maintain a vehicle leasing arrangement with a fleet management company through which we lease light vehicles and trucks that meet the finance lease criteria.

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2021
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 9. Commitments and Contingencies Litigation In the ordinary course of our business, from time to time, we have various claims, lawsuits and administrative proceedings that are pending or threatened with respect to commercial, intellectual property and employee matters. 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. The patent infringement litigation against Kobold and their counterclaim is currently scheduled for trial beginning January 10, 2022. On April 8, 2020, we filed a lawsuit alleging infringement of U.S. Patent No. 10,465,445 (the “‘445 Patent”) against Nine Energy Service, Inc. (“Nine”) in the Western District of Texas, Waco Division (“Waco District Court”). On July 9, 2020, we filed a lawsuit against TCO AS (“TCO”) also alleging infringement of the ‘445 Patent. The claim construction hearings for the Nine and TCO lawsuits were heard in the Waco District Court on January 14, 2021 and June 4, 2021, respectively. On February 18, 2021 and March 24, 2021, respectively, the Patent Trial and Appeal Board decided to not institute a trial with regards to TCO’s request for a ‘445 Patent post-grant review and Nine’s request for a ‘445 Patent inter partes review. The litigation against Nine and TCO is currently scheduled for trial beginning January 18, 2022 and March 6, 2022, respectively. On February 12, 2021, Nine filed a lawsuit against us alleging infringement of their U.S. Patent No. 10,871,053 in the Waco District Court and Nine voluntarily dismissed this claim without prejudice on April 16, 2021. All of these lawsuits seek unspecified monetary damages and injunctive relief. 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. Patent Infringement Settlement As further disclosed in our Annual Report, we recorded a $25.7 million gain on a patent infringement settlement in our consolidated financial statements in the fourth quarter of 2020 related to litigation with Diamondback Industries, Inc. (“Diamondback”). During the six months ended June 30, 2021, we have received less than $0.1 million of preference claims related to this patent infringement settlement which are included as other income, net in the accompanying condensed consolidated statements of operations. In April 2020, we received $1.1 million of proceeds from our directors’ and officers’ liability insurance related to the reimbursement of legal expenses that we incurred to defend a director and officer in the Diamondback litigation. The legal fees incurred exceeded the amount of the insurance proceeds as of June 30, 2020, both of which were recorded in the condensed consolidated statements of operations under general and administrative expenses for the three and six months ended June 30, 2020. These legal fees and insurance proceeds were components of the overall gain on patent infringement settlement recorded during the fourth quarter of 2020. Employee Retention Credit The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in 2020 in response to the COVID-19 pandemic provided certain employee retention tax credits for qualified employers who continued to employ personnel despite government-mandated shutdowns or work stoppages, and for which the employer suffered year-over-year revenue declines of at least 50%. On December 27, 2020, the Taxpayer Certainty and Disaster Tax Relief Act of 2020 was enacted, which modified and expanded eligibility for the employee retention credit (“ERC”), among other provisions. This new law refined the definition of small business employers to those who had fewer than 500 employees during 2019, and provided that such small business employers were eligible for a credit if year-over-year revenue (using 2019 as a base year compared to 2021) declined by more than 20%. Under the new law, qualified employers could claim a refundable tax credit up to 70% of $10 thousand in eligible wages per U.S. employee, or a maximum benefit of $7 thousand per employee per quarter, for the first and second quarters of 2021. This credit would reduce the employer’s portion of social security tax. On March 11, 2021, the American Rescue Plan Act of 2021 was enacted, which extended the ERC under the same terms for the third and fourth quarters of 2021. We have evaluated our eligibility for the ERC and determined that we are eligible for the refundable tax credits for the first and second quarters of 2021, which aggregate to approximately $1.7 million. We are in the process of amending our payroll tax filings to apply the credit and will request a refund from the Internal Revenue Service for the amount by which the credit exceeds our required employer social security tax remittances for these periods. Further, we believe our 50% owned joint venture, Repeat Precision, is eligible for a refundable tax credit under the ERC for the first and second quarters of 2021, which aggregate to approximately $0.3 million. We expect to record these benefits as a reduction of payroll expense during the third quarter of 2021. In addition, we continue to evaluate any potential benefit under the provisions of the CARES Act related to 2020, given the subsequent tax law changes. Our eligibility for the ERC for the third and fourth quarters of 2021 for us and Repeat Precision, is dependent upon qualifying revenue declines as compared to 2019. Operating Leases In May 2021, we renewed operating leases for our office and manufacturing facilities in Tulsa, Oklahoma. We recorded long-term right-of-use assets totaling approximately $1.1 million and corresponding operating lease liabilities. The leases have five year terms extending through May 2026.

Severance and Other Termination Benefits

6 Months Ended

Jun. 30, 2021

Severance and Other Termination Benefits [Abstract]

Severance and Other Termination Benefits

Note 10. Severance and Other Termination Benefits

During 2020, we implemented various workforce reductions resulting in the termination of approximately 190 employees, temporary furloughs for certain employees and lower compensation levels for executives and employees not participating in furloughs in response to the decrease in crude oil pricing, customer capital spending plans and activity as a result of the decline in market conditions primarily related to the COVID-19 pandemic and reduced demand for oil. In connection with these reductions in workforce and executive departures, we incurred a cumulative $5.7 million in one-time severance costs, of which $3.5 million and $4.8 million were recorded in the condensed consolidated statement of operations under general and administrative expenses for the three and six months ended June 30, 2020. We did not incur any significant severance or termination benefits during the three and six months ended June 30, 2021.

Below is a reconciliation of the beginning and ending liability balance (in thousands):


Beginning balance, December 31, 2020	$	730
Severance payments		(730)
Ending balance, June 30, 2021	$	—

We paid our obligations pursuant to this severance and other termination benefits liability as of April 2021.

Share-Based Compensation

6 Months Ended

Jun. 30, 2021

Share-Based Compensation [Abstract]

Share-Based Compensation

Note 11. Share-Based Compensation

During the six months ended June 30, 2021, we granted 67,839 equity-classified restricted stock units (“RSUs”) with a weighted average grant date fair value of $38.50. We account for RSUs granted to employees at fair value on the date of grant, which we measure as the closing price of our common stock on the date of grant, and we recognize the compensation expense in the financial statements over the requisite service period. The RSUs granted to our employees generally vest over a period of three equal annual installments beginning on the anniversary of the date of grant. The RSUs granted to the members of our Board will vest on the one year anniversary of the grant date and will either settle at vesting or, if the director has elected to defer the RSUs, within thirty days following the earlier of the termination of the director’s service for any reason or a change of control.

During the six months ended June 30, 2021, we granted 50,864 equivalent stock units, or cash-settled, liability-classified RSUs (“ESUs”), with a weighted average grant date fair value of $37.59. 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, we record a liability, which is remeasured each reporting period at fair value based upon the closing price of our common stock until the awards are settled. The ESUs will vest and settle ratably in three equal annual installments beginning on the anniversary of the date of grant. The cash settled for any ESU will not exceed the maximum payout established by our Compensation, Nominating and Governance Committee.

In addition, during the six months ended June 30, 2021, we granted 17,004 performance stock unit awards (“PSUs”), which have a performance period from January 1, 2021 to December 31, 2023. The PSUs grant date fair value of $66.14 was measured using a Monte Carlo simulation. The number of PSUs ultimately issued under the program is dependent upon our total shareholder return relative to a performance peer group (“relative TSR”) over the three year performance period. Each PSU will settle for between zero and two shares of our common stock in the first quarter of 2024. The threshold performance level (25th percentile relative TSR) starts to earn PSUs, the mid-point performance level (50th percentile relative TSR) earns 100% of the target PSUs and the maximum performance level (90th percentile relative TSR) or greater earns 200% of the target PSUs.

Total share-based compensation expense for all awards was $1.6 million and $1.9 million for the three months ended June 30, 2021 and 2020, respectively, and $3.8 million and $4.7 million for the six months ended June 30, 2021 and 2020, respectively.

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2021
Income Taxes [Abstract]
Income Taxes	Note 12. Income Taxes The computation of the annual estimated effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired or additional information is obtained. The computation of the annual estimated effective tax rate includes applicable modifications, which were projected for the year, such as certain book expenses not deductible for tax, tax credits and foreign deemed dividends. Our effective tax rate (“ETR”) from continuing operations was (15.1)% and (10.5)% for the three and six months ended June 30, 2021, respectively, and 40.2% and 10.7% for the three and six months ended June 30, 2020, respectively. The following items caused the quarterly or year-to-date ETR to be significantly different from the applicable statutory tax rate: During the three and six months ended June 30, 2021, we recorded an income tax expense of approximately $1.2 million and $1.9 million, respectively, for an increase in valuation allowance on deferred tax assets not expected to be realized, which reduced the ETR by 24.2% and 23.5%, respectively. During the three and six months ended June 30, 2020, we recorded an income tax benefit of approximately $1.1 million and an expense of approximately $10.8 million, respectively, for changes in valuation allowance on deferred tax assets not expected to be realized, which increased the ETR by 7.4 % and reduced the ETR by 16.7%, respectively.

Segment and Geographic Information [Abstract]

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Loss Per Common Share

6 Months Ended

Jun. 30, 2021

Loss Per Common Share [Abstract]

Loss Per Common Share

Note 13. Loss Per Common Share

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




	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Numerator
Net loss	$	(5,544)	$	(8,892)	$	(9,001)	$	(57,799)
Less: income (loss) attributable to non-controlling interest		251		(135)		191		2,507
Net loss attributable to NCS Multistage Holdings, Inc.	$	(5,795)	$	(8,757)	$	(9,192)	$	(60,306)

Denominator
Basic weighted average number of shares (1)		2,401		2,366		2,391		2,359
Dilutive effect of stock options, RSUs and PSUs		—		—		—		—
Diluted weighted average number of shares (1)		2,401		2,366		2,391		2,359

Loss per common share
Basic (1)	$	(2.41)	$	(3.70)	$	(3.85)	$	(25.56)
Diluted (1)	$	(2.41)	$	(3.70)	$	(3.85)	$	(25.56)

Potentially dilutive securities excluded as anti-dilutive (1)		266		241		250		230

_______________

(1)Amounts in 2020 have been retrospectively adjusted for the 1-for-20 reverse stock split that was effective on December 1, 2020.

Segment and Geographic Information

6 Months Ended

Jun. 30, 2021

Segment and Geographic Information

Note 14. Segment and Geographic Information

We have determined that we operate in one reportable segment that has been identified based on how our chief operating decision maker manages our business. See “Note 2. Revenues” for our disaggregated revenue by geographic area.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Disaggregation of Revenue by Geographic Region

Basis of Presentation (Policy)	6 Months Ended
Basis of Presentation (Policy)	Jun. 30, 2021
Basis of Presentation [Abstract]
Nature of Business	Nature of Business NCS Multistage Holdings, Inc., a Delaware corporation, through its wholly owned subsidiaries and subsidiaries for which it has a controlling voting interest (collectively referred to as the “Company,” “NCS,” “we,” “our” and “us”), is primarily engaged in providing engineered products and support services for oil and natural gas well completions and field development strategies. We offer our products and services primarily to exploration and production companies for use in onshore wells. We operate through service facilities principally located in Houston and Odessa, Texas; Tulsa, Oklahoma; Billings, Montana; Morgantown, West Virginia; Calgary, Red Deer, Grande Prairie and Estevan, Canada; Neuquén, Argentina and Stavanger, Norway.
Basis of Presentation	Basis of Presentation Our accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities Exchange Act of 1934, as amended, issued by the Securities Exchange Commission (“SEC”) and have not been audited by our independent registered public accounting firm. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with our financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (“Annual Report”). As NCS has the controlling voting interest in Repeat Precision, LLC (“Repeat Precision”), the other party’s ownership is presented separately as a non-controlling interest. In the opinion of management, these condensed consolidated financial statements reflect all normal, recurring adjustments necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements.
Significant Accounting Policies	Significant Accounting Policies Our significant accounting policies are detailed in "Note 2. Summary of Significant Accounting Policies" in our Annual Report.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Pronouncements Adopted in 2021 In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or other interest rates used globally that could be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We adopted ASU No. 2020-04 on January 1, 2021, with no material impact on our condensed consolidated financial statements. 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 clarifies and amends existing guidance to improve consistent application. For public entities, this guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We adopted ASU No. 2019-12 on a prospective basis on January 1, 2021, with no material impact on our condensed consolidated financial statements. Pronouncements Not Yet Effective In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU introduces a new impairment model that is based on expected credit losses rather than incurred credit losses for financial instruments, including trade accounts receivable. It requires an entity to measure expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The new standard was to become effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU No. 2019-10, which deferred the effective dates for certain accounting guidance. The effective date for ASU No. 2016-13 remained the same for public business entities that are SEC filers, except for entities who are deemed smaller reporting companies (“SRC”). The effective date for all other entities, including SRCs, begins during the first interim period of fiscal years beginning after December 15, 2022. NCS qualifies as an SRC. We are currently evaluating the impact of the adoption of this guidance.

Revenues (Tables)

6 Months Ended

Jun. 30, 2021

Revenues [Abstract]


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
United States
Product sales	$	7,142	$	3,687	$	13,438	$	21,127
Services		2,086		917		3,613		4,445
Total United States		9,228		4,604		17,051		25,572
Canada
Product sales		7,321		1,171		21,199		21,978
Services		1,873		329		8,230		8,888
Total Canada		9,194		1,500		29,429		30,866
Other Countries
Product sales		1,301		—		1,301		1,183
Services		1,738		2,628		2,194		5,661
Total Other Countries		3,039		2,628		3,495		6,844
Total
Product sales		15,764		4,858		35,938		44,288
Services		5,697		3,874		14,037		18,994
Total revenues	$	21,461	$	8,732	$	49,975	$	63,282

Schedule of Contract Liabilities


Balance at December 31, 2020	$	51
Additions		756
Revenue recognized		(756)
Balance at June 30, 2021	$	51

Inventories, Net (Tables)

6 Months Ended

Jun. 30, 2021

Inventories, Net [Abstract]

Schedule of Inventories


	June 30,		December 31,
	2021		2020
Raw materials	$	2,154	$	1,752
Work in process		216		287
Finished goods		32,670		32,832
Total inventories, net	$	35,040	$	34,871

Other Current Receivables (Tables)

6 Months Ended

Jun. 30, 2021

Other Current Receivables [Abstract]

Schedule of Other Current Receivables


	June 30,		December 31,
	2021		2020
Current income tax receivables	$	5,733	$	6,295
Employee receivables		573		544
Other receivables		984		1,519
Total other receivables, net	$	7,290	$	8,358

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2021

Property and Equipment [Abstract]

Schedule of Property and Equipment by Major Asset Class



	June 30,		December 31,
	2021		2020
Land	$	1,743	$	1,695
Building and improvements		8,834		8,511
Machinery and equipment		18,324		18,211
Computers and software		2,441		2,374
Furniture and fixtures		1,167		1,150
Vehicles		345		442
Right of use assets - finance leases		8,139		8,020
Service equipment		244		244
		41,237		40,647
Less: Accumulated depreciation and amortization		(17,441)		(16,312)
		23,796		24,335
Construction in progress		368		100
Property and equipment, net	$	24,164	$	24,435

Schedule of Depreciation Expense Associated Income Statement Line Items


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Cost of sales
Cost of product sales	$	351	$	374	$	701	$	1,083
Cost of services		175		270		372		560
Selling, general and administrative expenses		409		350		799		803
Total depreciation	$	935	$	994	$	1,872	$	2,446

Goodwill and Identifiable Intangibles (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Identifiable Intangibles [Abstract]

Changes in Carrying Amount of Goodwill


	June 30,		December 31,
	2021		2020
Gross value	$	177,162	$	177,162
Accumulated impairment		(161,940)		(161,940)
Net	$	15,222	$	15,222

Schedule of Identifiable Intangibles



		June 30, 2021
	Estimated	Gross
	Useful	Carrying		Accumulated		Net
	Lives (Years)	Amount		Amortization		Balance
Technology	1 - 20	$	3,958	$	(216)	$	3,742
Customer relationships	10		4,100		(1,811)		2,289
Total amortizable intangible assets		$	8,058	$	(2,027)	$	6,031
Technology - not subject to amortization	Indefinite		48		—		48
Total identifiable intangibles		$	8,106	$	(2,027)	$	6,079



		December 31, 2020
	Estimated	Gross
	Useful	Carrying		Accumulated		Net
	Lives (Years)	Amount		Amortization		Balance
Technology	1 - 20	$	3,958	$	(87)	$	3,871
Customer relationships	10		4,100		(1,606)		2,494
Total amortizable intangible assets		$	8,058	$	(1,693)	$	6,365
Technology - not subject to amortization	Indefinite		48		—		48
Total identifiable intangibles		$	8,106	$	(1,693)	$	6,413

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2021

Accrued Expenses [Abstract]

Schedule of Accrued Expenses



	June 30,		December 31,
	2021		2020
Accrued payroll and bonus	$	2,726	$	999
Property and franchise taxes accrual		402		505
Severance and other termination benefits (Note 10)		—		730
Accrued other miscellaneous liabilities		930		1,113
Total accrued expenses	$	4,058	$	3,347

Debt (Tables)

6 Months Ended

Jun. 30, 2021

Debt [Abstract]

Schedule of Long-term Debt



	June 30,		December 31,
	2021		2020
Senior Secured Credit Facility	$	—	$	—
Promissory notes		—		—
Finance leases		6,023		5,789
Total debt		6,023		5,789
Less: current portion		(1,447)		(1,347)
Long-term debt	$	4,576	$	4,442

Severance and Other Termination Benefits (Tables)

6 Months Ended

Jun. 30, 2021

Severance and Other Termination Benefits [Abstract]

Schedule of Reconciliation of Beginning and Ending Liability Balance


Beginning balance, December 31, 2020	$	730
Severance payments		(730)
Ending balance, June 30, 2021	$	—

Loss Per Common Share (Tables)

6 Months Ended

Jun. 30, 2021

Loss Per Common Share [Abstract]

Reconciliation of Numerator and Denominator for Calculating Loss Per Share from Net Loss




	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Numerator
Net loss	$	(5,544)	$	(8,892)	$	(9,001)	$	(57,799)
Less: income (loss) attributable to non-controlling interest		251		(135)		191		2,507
Net loss attributable to NCS Multistage Holdings, Inc.	$	(5,795)	$	(8,757)	$	(9,192)	$	(60,306)

Denominator
Basic weighted average number of shares (1)		2,401		2,366		2,391		2,359
Dilutive effect of stock options, RSUs and PSUs		—		—		—		—
Diluted weighted average number of shares (1)		2,401		2,366		2,391		2,359

Loss per common share
Basic (1)	$	(2.41)	$	(3.70)	$	(3.85)	$	(25.56)
Diluted (1)	$	(2.41)	$	(3.70)	$	(3.85)	$	(25.56)

Potentially dilutive securities excluded as anti-dilutive (1)		266		241		250		230

_______________

(1)Amounts in 2020 have been retrospectively adjusted for the 1-for-20 reverse stock split that was effective on December 1, 2020.

Revenues (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenues (Narrative) (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenues [Abstract]
Revenue recognized from the contract liability balance	$ 200	$ 3	$ (756)	$ 8

Revenues (Disaggregation of Revenue by Geographic Region) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disaggregation of Revenue [Line Items]
Revenues	$ 21,461	$ 8,732	$ 49,975	$ 63,282
Product sales [Member]
Disaggregation of Revenue [Line Items]
Revenues	15,764	4,858	35,938	44,288
Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	5,697	3,874	14,037	18,994
United States [Member]
Disaggregation of Revenue [Line Items]
Revenues	9,228	4,604	17,051	25,572
United States [Member] \| Product sales [Member]
Disaggregation of Revenue [Line Items]
Revenues	7,142	3,687	13,438	21,127
United States [Member] \| Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	2,086	917	3,613	4,445
Canada [Member]
Disaggregation of Revenue [Line Items]
Revenues	9,194	1,500	29,429	30,866
Canada [Member] \| Product sales [Member]
Disaggregation of Revenue [Line Items]
Revenues	7,321	1,171	21,199	21,978
Canada [Member] \| Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,873	329	8,230	8,888
Other Countries [Member]
Disaggregation of Revenue [Line Items]
Revenues	3,039	2,628	3,495	6,844
Other Countries [Member] \| Product sales [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,301		1,301	1,183
Other Countries [Member] \| Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 1,738	$ 2,628	$ 2,194	$ 5,661

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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