0001562762-22-000225 | 10-Q | XBRL Viewer | NCS Multistage Holdings INC

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Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2022	May 04, 2022
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Document Transition Report	false
Entity File Number	001-38071
Entity Registrant Name	NCS Multistage Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-1527455
Entity Address, Address Line One	19350 State Highway 249
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77070
City Area Code	281
Local Phone Number	453-2222
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	NCSM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Central Index Key	0001692427
Amendment Flag	false
Entity Common Stock, Shares Outstanding (in shares)		2,408,296

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 15,529	$ 22,168
Accounts receivable—trade, net	28,463	24,392
Inventories, net	34,494	33,917
Prepaid expenses and other current assets	2,615	3,290
Other current receivables	4,554	4,726
Total current assets	85,655	88,493
Noncurrent assets
Property and equipment, net	24,350	24,708
Goodwill	15,222	15,222
Identifiable intangibles, net	5,577	5,744
Operating lease assets	4,555	4,809
Deposits and other assets	2,798	3,113
Deferred income taxes, net	239	236
Total noncurrent assets	52,741	53,832
Total assets	138,396	142,325
Current liabilities
Accounts payable—trade	8,056	7,502
Accrued expenses	3,849	6,323
Income taxes payable	317	294
Operating lease liabilities	1,367	1,556
Current maturities of long-term debt	1,777	1,483
Other current liabilities	1,569	2,660
Total current liabilities	16,935	19,818
Noncurrent liabilities
Long-term debt, less current maturities	6,190	6,335
Operating lease liabilities, long-term	3,683	3,779
Other long-term liabilities	1,542	1,612
Deferred income taxes, net	134	114
Total noncurrent liabilities	11,549	11,840
Total liabilities	28,484	31,658
Commitments and contingencies (Note 9)
Stockholders' equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at March 31, 2022 and December 31, 2021
Common stock, $0.01 par value, 11,250,000 shares authorized, 2,431,832 shares issued and 2,405,746 shares outstanding at March 31, 2022 and 2,397,766 shares issued and 2,380,374 shares outstanding at December 31, 2021	24	24
Additional paid-in capital	437,827	437,022
Accumulated other comprehensive loss	(81,553)	(82,094)
Retained deficit	(262,897)	(261,362)
Treasury stock, at cost, 26,086 shares at March 31, 2022 and 17,392 shares at December 31, 2021	(1,378)	(1,006)
Total stockholders’ equity	92,023	92,584
Non-controlling interest	17,889	18,083
Total equity	109,912	110,667
Total liabilities and stockholders' equity	$ 138,396	$ 142,325

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract]
Preferred stock par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	11,250,000	11,250,000
Common stock, shares issued (in shares)	2,431,832	2,397,766
Common stock, shares outstanding (in shares)	2,405,746	2,380,374
Treasury stock, shares (in shares)	26,086	17,392

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues
Revenues	$ 39,112	$ 28,514
Cost of sales
Cost of product sales and services, exclusive of depreciation and amortization expense shown below	24,203	18,278
Selling, general and administrative expenses	16,024	12,784
Depreciation	921	937
Amortization	167	167
Loss from operations	(2,203)	(3,652)
Other income (expense)
Interest expense, net	(183)	(168)
Other income, net	379	341
Foreign currency exchange gain, net	256	150
Total other income	452	323
Loss before income tax	(1,751)	(3,329)
Income tax (benefit) expense	(22)	128
Net loss	(1,729)	(3,457)
Net income attributable to non-controlling interest	(194)	(60)
Net loss attributable to NCS Multistage Holdings, Inc.	$ (1,535)	$ (3,397)
Loss per common share
Basic loss per common share attributable to NCS Multistage Holdings, Inc.	$ (0.64)	$ (1.43)
Diluted loss per common share attributable to NCS Multistage Holdings, Inc.	$ (0.64)	$ (1.43)
Weighted average common shares outstanding
Basic	2,414	2,380
Diluted	2,414	2,380
Product sales [Member]
Revenues
Revenues	$ 26,213	$ 20,174
Cost of sales
Cost of product sales and services, exclusive of depreciation and amortization expense shown below	17,757	13,921
Services [Member]
Revenues
Revenues	12,899	8,340
Cost of sales
Cost of product sales and services, exclusive of depreciation and amortization expense shown below	$ 6,446	$ 4,357

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract]
Net loss	$ (1,729)	$ (3,457)
Foreign currency translation adjustments, net of tax of $0	541	293
Comprehensive loss	(1,188)	(3,164)
Less: Comprehensive loss attributable to non-controlling interest	(194)	(60)
Comprehensive loss attributable to NCS Multistage Holdings, Inc.	$ (994)	$ (3,104)

- Definition

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.

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- Definition

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

- Definition

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

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parentheticals) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract]
Foreign currency translation adjustments, tax	$ 0	$ 0

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Retained Deficit [Member]	Treasury Stock [Member]	Non-controlling Interest [Member]	Total
Beginning balance at Dec. 31, 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)
Share-based compensation		1,170					1,170
Net (loss) income				(3,397)		(60)	(3,457)
Distribution to noncontrolling interest						(1,250)	(1,250)
Vesting of restricted stock
Vesting of restricted stock, shares	24,050
Shares withheld					$ (191)		(191)
Shares withheld, shares					(5,089)
Currency translation adjustment			293				293
Ending balance at Mar. 31, 2021	$ 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, 2021	$ 24	437,022	(82,094)	(261,362)	$ (1,006)	18,083	110,667
Beginning balance, shares at Dec. 31, 2021	2,397,766				(17,392)
Share-based compensation		805					805
Net (loss) income				(1,535)		(194)	(1,729)
Vesting of restricted stock
Vesting of restricted stock, shares	34,066
Shares withheld					$ (372)		(372)
Shares withheld, shares					(8,694)
Currency translation adjustment			541				541
Ending balance at Mar. 31, 2022	$ 24	$ 437,827	$ (81,553)	$ (262,897)	$ (1,378)	$ 17,889	$ 109,912
Ending balance, shares at Mar. 31, 2022	2,431,832				(26,086)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (1,729)	$ (3,457)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,088	1,104
Amortization of deferred loan costs	70	70
Share-based compensation	2,236	2,239
Provision for inventory obsolescence	591	404
Deferred income tax expense	27	54
Gain on sale of property and equipment	(2)	(79)
Provision for doubtful accounts		(66)
Proceeds from note receivable	138	48
Changes in operating assets and liabilities:
Accounts receivable—trade	(3,695)	(42)
Inventories, net	(1,012)	(18)
Prepaid expenses and other assets	1,088	114
Accounts payable—trade	448	746
Accrued expenses	(2,498)	(11)
Other liabilities	(2,929)	(2,781)
Income taxes receivable/payable	81	(140)
Net cash used in operating activities	(6,098)	(1,815)
Cash flows from investing activities
Purchases of property and equipment	(194)	(46)
Purchase and development of software and technology	(33)	(80)
Proceeds from sales of property and equipment	82	62
Net cash used in investing activities	(145)	(64)
Cash flows from financing activities
Payments on finance leases	(337)	(324)
Line of credit borrowings	3,221	32
Payments on line of credit	(2,918)
Treasury shares withheld	(372)	(191)
Distribution to noncontrolling interest		(1,250)
Net cash used in financing activities	(406)	(1,733)
Effect of exchange rate changes on cash and cash equivalents	10	29
Net change in cash and cash equivalents	(6,639)	(3,583)
Cash and cash equivalents beginning of period	22,168	15,545
Cash and cash equivalents end of period	15,529	11,962
Noncash investing and financing activities
Leased assets obtained in exchange for new finance lease liabilities	214	246
Leased assets obtained in exchange for new operating lease liabilities	$ 217	$ 26

Basis of Presentation	3 Months Ended
Basis of Presentation	Mar. 31, 2022
Basis of Presentation [Abstract]
Basis of Presentation	Note 1. Basis of Presentation Nature of Business NCS Multistage Holdings, Inc., a Delaware corporation, through its wholly owned subsidiaries and subsidiaries for which it has a controlling voting interest (collectively referred to as the “Company,” “NCS,” “we,” “our” and “us”), is primarily engaged in providing engineered products and support services for oil and natural gas well construction, well completions and field development strategies. We offer our products and services primarily to exploration and production companies for use 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 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, 2021 (“Annual Report”). We consolidate Repeat Precision, LLC (“Repeat Precision”), a 50% owned entity, because NCS has a controlling voting interest. The other party’s ownership is presented separately as a non-controlling interest. In the opinion of management, these condensed consolidated financial statements reflect all normal, recurring adjustments necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements. Significant Accounting Policies Our significant accounting policies are described in “Note 2. Summary of Significant Accounting Policies” in our Annual Report. Recent Accounting Pronouncements Pronouncements Adopted in 2022 In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, to increase transparency of disclosure regarding government assistance including the types of assistance, an entity’s method of accounting for the assistance, and the effect of the assistance on an entity’s financial statements. This standard is effective for fiscal years beginning after December 15, 2021 and should be applied either prospectively or retrospectively. Early adoption is permitted. We adopted ASU No. 2021-10 on a prospective basis on January 1, 2022, 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

3 Months Ended

Mar. 31, 2022

Revenues [Abstract]

Revenues

Note 2. Revenues

Disaggregation of Revenue

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


	Three Months Ended
	March 31,
	2022		2021
United States
Product sales	$	7,161	$	6,296
Services		1,917		1,527
Total United States		9,078		7,823
Canada
Product sales		19,052		13,878
Services		9,477		6,357
Total Canada		28,529		20,235
Other Countries
Product sales		—		—
Services		1,505		456
Total Other Countries		1,505		456
Total
Product sales		26,213		20,174
Services		12,899		8,340
Total revenues	$	39,112	$	28,514

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 March 31, 2022 and December 31, 2021 (in thousands):


Balance at December 31, 2021	$	71
Additions		1,129
Revenue recognized		(1,139)
Balance at March 31, 2022	$	61

We currently do not have any contract assets or non-current contract liabilities. Our contract liability as of March 31, 2022 and December 31, 2021 is included in current liabilities on our condensed consolidated balance sheets. Our performance obligations for our product and services revenues are satisfied before the customer’s payment; however, prepayments may occasionally be required. Revenue recognized from the contract liability balance was $1.1 million and $0.6 million for the three months ended March 31, 2022 and 2021, 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.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Inventories, Net

3 Months Ended

Mar. 31, 2022

Inventories, Net [Abstract]

Inventories, Net

Note 3. Inventories, net

Inventories consist of the following as of March 31, 2022 and December 31, 2021 (in thousands):


	March 31,		December 31,
	2022		2021
Raw materials	$	1,770	$	1,844
Work in process		331		14
Finished goods		32,393		32,059
Total inventories, net	$	34,494	$	33,917

Other Current Receivables

3 Months Ended

Mar. 31, 2022

Other Current Receivables [Abstract]

Other Current Receivables

Note 4. Other Current Receivables

Other current receivables consist of the following as of March 31, 2022 and December 31, 2021 (in thousands):


	March 31,		December 31,
	2022		2021
Current income tax receivables	$	2,168	$	2,226
Employee receivables		230		238
Other receivables		2,156		2,262
Total other receivables, net	$	4,554	$	4,726

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. The other receivables balance as of March 31, 2022 and December 31, 2021 includes the U.S. employee retention credit (“ERC”) claims we have filed but for which we have not yet received renumeration. See “Note 9. Commitments and Contingencies” for additional information. The other receivables balance for both periods also includes $0.7 million associated with our technical services and assistance agreement with Special Oilfield Services Co., LLC, which is more fully described in our Annual Report.

Property and Equipment

3 Months Ended

Mar. 31, 2022

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 March 31, 2022 and December 31, 2021 (in thousands):



	March 31,		December 31,
	2022		2021
Land	$	1,728	$	1,701
Building and improvements		8,290		8,099
Machinery and equipment		18,349		18,152
Computers and software		2,336		2,256
Furniture and fixtures		1,058		1,037
Vehicles		273		313
Right of use assets - finance leases		10,368		10,228
Service equipment		244		244
		42,646		42,030
Less: Accumulated depreciation and amortization		(18,735)		(17,752)
		23,911		24,278
Construction in progress		439		430
Property and equipment, net	$	24,350	$	24,708

The following table presents the depreciation expense associated with the following income statement line items for the three months ended March 31, 2022 and 2021 (in thousands):


	Three Months Ended
	March 31,
	2022		2021
Cost of sales
Cost of product sales	$	350	$	350
Cost of services		147		197
Selling, general and administrative expenses		424		390
Total depreciation	$	921	$	937

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 and equipment for the three months ended March 31, 2022 and 2021, respectively, and accordingly no impairment loss was recorded.

Goodwill and Identifiable Intangibles

3 Months Ended

Mar. 31, 2022

Goodwill and Identifiable Intangibles [Abstract]

Goodwill and Identifiable Intangibles

Note 6. Goodwill and Identifiable Intangibles

The carrying amount of goodwill is summarized as follows (in thousands):


	March 31,		December 31,
	2022		2021
Gross value	$	177,162	$	177,162
Accumulated impairment		(161,940)		(161,940)
Net	$	15,222	$	15,222

We perform an annual impairment analysis of goodwill as of December 31, or whenever there is a triggering event that indicates an impairment loss may have been incurred. As of March 31, 2022 and 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 months ended March 31, 2022 and 2021, respectively.

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



		March 31, 2022
	Estimated	Gross
	Useful	Carrying		Accumulated		Net
	Lives (Years)	Amount		Amortization		Balance
Technology	1 - 20	$	3,958	$	(410)	$	3,548
Customer relationships	10		4,100		(2,119)		1,981
Total amortizable intangible assets		$	8,058	$	(2,529)	$	5,529
Technology - not subject to amortization	Indefinite		48		—		48
Total identifiable intangibles		$	8,106	$	(2,529)	$	5,577



		December 31, 2021
	Estimated	Gross
	Useful	Carrying		Accumulated		Net
	Lives (Years)	Amount		Amortization		Balance
Technology	1 - 20	$	3,958	$	(346)	$	3,612
Customer relationships	10		4,100		(2,016)		2,084
Total amortizable intangible assets		$	8,058	$	(2,362)	$	5,696
Technology - not subject to amortization	Indefinite		48		—		48
Total identifiable intangibles		$	8,106	$	(2,362)	$	5,744

Total amortization expense, which is associated with selling, general and administrative expenses on the condensed consolidated statements of operations, was $0.2 million for each of the three months ended March 31, 2022 and 2021.

Identifiable intangibles are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. There were no indicators of impairment identified during the three months ended March 31, 2022 or 2021. Therefore, we did not record any impairment charges related to our identifiable intangibles for the three months ended March 31, 2022 and 2021.

Accrued Expenses

3 Months Ended

Mar. 31, 2022

Accrued Expenses [Abstract]

Accrued Expenses

Note 7. Accrued Expenses

Accrued expenses consist of the following as of March 31, 2022 and December 31, 2021 (in thousands):



	March 31,		December 31,
	2022		2021
Accrued payroll and bonus	$	2,065	$	4,208
Property and franchise taxes accrual		384		550
Accrued other miscellaneous liabilities		1,400		1,565
Total accrued expenses	$	3,849	$	6,323

We paid our annual incentive bonus totaling $3.2 million during the three months ended March 31, 2022.

Debt

3 Months Ended

Mar. 31, 2022

Debt [Abstract]

Debt

Note 8. Debt

Our long-term debt consists of the following as of March 31, 2022 and December 31, 2021 (in thousands):



	March 31,		December 31,
	2022		2021
Prior Senior Secured Credit Facility	$	—	$	—
Promissory notes		303		—
Finance leases		7,664		7,818
Total debt		7,967		7,818
Less: current portion		(1,777)		(1,483)
Long-term debt	$	6,190	$	6,335

The estimated fair value of total debt as of March 31, 2022 and December 31, 2021 was $7.2 million and $7.5 million, respectively. At March 31 2022, the fair value of the promissory note approximated the carrying value due to a variable interest rate and the ability to repay the note at any time. The fair value of the finance leases was estimated using Level 2 inputs by calculating the sum of the discounted future interest and principal payments at our incremental borrowing rate through the date of maturity.

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

Prior 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 (“Pioneer”), NCS Multistage Inc., as Canadian borrower (“NCS Canada”; together with Pioneer, 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 “Prior U.S. Agent”) in respect of the U.S. facility provided therein and Wells Fargo Bank, National Association, Canadian Branch, as administrative agent (the “Prior 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 “the 2020 Amendment”; the 2019 Credit Agreement, as amended by the 2020 Amendment, the “Prior Amended Credit Agreement”) with the Borrowers, Pioneer Intermediate, Inc., certain subsidiaries of the Borrowers, the lenders party thereto, the Prior U.S. Agent and the Prior Canadian Agent. The facility provided pursuant to the Prior Amended Credit Agreement is referred to herein as the “Prior Senior Secured Credit Facility”.

The Prior Senior Secured Credit Facility consists of a senior secured revolving credit facility in an aggregate principal amount of $25.0 million made available to Pioneer, 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. NCS Canada may make borrowings under the Prior Senior Secured Credit Facility, subject to a $15.0 million sublimit. Total borrowings available to the Borrowers under the Prior 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 Prior Senior Secured Credit Facility as of March 31, 2022 was $17.5 million. The Prior Senior Secured Credit Facility matures on May 1, 2023. As of March 31, 2022 and December 31, 2021, we had no outstanding indebtedness under the Prior Senior Secured Credit Facility, and we utilized letter of credit commitments of less than $0.1 million.

Borrowings under the Prior 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 Prior Amended Credit Agreement). Such advances bear interest at the Adjusted Base Rate or at the Eurocurrency Rate (each as defined in the Prior Amended Credit Agreement) plus an applicable interest margin between 2.75% and 3.75%, depending on our leverage ratio. The applicable interest rate at March 31, 2022 was 3.5%. We incurred interest expense related to the Prior Senior Secured Credit Facility, including commitment fees, of $24 thousand and $32 thousand for the three months ended March 31, 2022 and 2021, respectively.

The obligations of the Borrowers under the Prior 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 Prior Amended Credit Agreement requires us to (i) maintain liquidity (defined as availability under the Prior 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 March 31, 2022, we were in compliance with these financial covenants. The Prior 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 Prior 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 Prior 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 Prior 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 Prior Senior Secured Credit Facility.

We capitalized direct costs of $1.2 million in connection with the Prior Amended Credit Agreement, which are being amortized over the term of the Prior Senior Secured Credit Facility using the straight-line method. Amortization of the deferred financing charges of $0.1 million was included in interest expense, net for each of the three months ended March 31, 2022 and 2021.

Concurrent with our entry on May 3, 2022, into the replacement asset-based revolving credit facility discussed below, the Prior Senior Secured Credit Facility and the Prior Amended Credit Agreement were terminated.

ABL Facility

On May 3, 2022, we entered into a new $35.0 million secured asset-based revolving credit facility (the “ABL Facility”). See “Note 14. Subsequent Events.”

Promissory Note

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 11, 2023. 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 March 31, 2022, Repeat Precision had $0.3 million of outstanding indebtedness under the promissory note. There was no outstanding indebtedness under the promissory note at December 31, 2021. Repeat Precision’s indebtedness is not secured by the other NCS entities.

Finance Leases

Finance leases cover two buildings 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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

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.

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 will have a material adverse effect on our financial position, results of operations or cash flows.

Employee Retention Credit

As disclosed in our Annual Report, we evaluated our eligibility for the ERC and determined that we were eligible for refundable tax credits totaling $3.2 million for the year ended December 31, 2021, which included $0.5 million pertaining to Repeat Precision, of which $0.1 million is associated with credits earned for activity in 2020. Of the aggregate credits claimed during 2021, we received $2.1 million in 2021 and $0.1 million during the three months ended March 31, 2022. We have included $1.0 million and $1.1 million, respectively, in other current receivables on our condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. See “Note 4. Other Current Receivables.”

Share-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-Based Compensation [Abstract]

Share-Based Compensation

Note 10. Share-Based Compensation

During the three months ended March 31, 2022, we granted 66,793 equity-classified restricted stock units (“RSUs”) with a weighted average grant date fair value of $42.90. 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 February 28, 2023. The RSUs granted to the members of our Board of Directors will vest on February 28, 2023 and will either settle at vesting or, if the director has elected to defer the RSUs, within thirty days following the earlier of the termination of the director’s service for any reason or a change of control.

During the three months ended March 31, 2022, we granted 48,565 equivalent stock units, or cash-settled, liability-classified RSUs (“ESUs”), with a weighted average grant date fair value of $42.90. When the ESUs are originally granted to employees, they are valued at fair value, which we measure as the closing price of our common stock on the date of grant. Since the ESUs will be settled in cash, we record a liability, which is remeasured each reporting period at fair value based upon the closing price of our common stock until the awards are settled. The ESUs will vest and settle ratably in three equal annual installments beginning on February 28, 2023. The cash settled for any ESU will not exceed the maximum payout established by our Compensation, Nominating and Governance Committee of the Board of Directors.

In addition, during the three months ended March 31, 2022, we granted 17,454 performance stock unit awards (“PSUs”), which have a performance period from January 1, 2022 to December 31, 2024. The PSUs grant date fair value of $71.28 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 2025. 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 $2.2 million for each of the three months ended March 31, 2022 and 2021.

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Taxes [Abstract]

Income Taxes

Note 11. Income Taxes

The computation of the annual estimated effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired or additional information is obtained. The computation of the annual estimated effective tax rate includes applicable modifications, which were projected for the year, such as certain book expenses not deductible for tax, tax credits and foreign deemed dividends.

Our effective tax rate (“ETR”) from continuing operations was 1.3% and (3.8)% for the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, our ETR differed from the statutory federal income tax rate primarily due to the benefit recorded related to changes in valuation allowance on deferred tax assets not expected to be realized, and the tax expense recorded related to stock awards. During the three months ended March 31, 2021, our ETR differed from the statutory federal tax rate primarily due to the tax benefit recorded related to changes in the valuation allowance on deferred tax assets not expected to be realized.

- Definition

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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Loss Per Common Share

3 Months Ended

Mar. 31, 2022

Loss Per Common Share [Abstract]

Loss Per Common Share

Note 12. 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
	March 31,
	2022		2021
Numerator
Net loss	$	(1,729)	$	(3,457)
Less: loss attributable to non-controlling interest		(194)		(60)
Net loss attributable to NCS Multistage Holdings, Inc.	$	(1,535)	$	(3,397)

Denominator
Basic weighted average number of shares		2,414		2,380
Dilutive effect of stock options, RSUs and PSUs		—		—
Diluted weighted average number of shares		2,414		2,380

Loss per common share
Basic	$	(0.64)	$	(1.43)
Diluted	$	(0.64)	$	(1.43)

Potentially dilutive securities excluded as anti-dilutive		256		235

Segment and Geographic Information

3 Months Ended

Mar. 31, 2022

Segment and Geographic Information [Abstract]

Segment and Geographic Information

Note 13. Segment and Geographic Information

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

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 14. Subsequent Event

On May 3, 2022, we entered into the ABL Facility under which credit availability is subject to a borrowing base calculation. Concurrently with our entry into the new ABL Facility, we terminated our Prior Amended Credit Agreement as well as the Prior Senior Secured Credit Facility arising thereunder.

The ABL Facility is governed by the Credit Agreement dated as of May 3, 2022, by and between the Company, Pioneer, NCS Multistage, LLC, NCS Canada, the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and as a lender under the facility provided therein (the “Credit Agreement”).

The ABL Facility consists of a revolving credit facility in an aggregate principal amount of $35.0 million made available to borrowers, of which up to $10.0 million may be made in Canadian dollars and $7.5 million may be made available for letters of credit.

Total borrowings available to the borrowers under the ABL Facility may be limited subject to a borrowing base calculated on the sum of cash in a specified pledged account, eligible accounts receivable and eligible inventory, provided it does not include credit for the assets of Repeat Precision. Our borrowing base under the ABL Facility on the date we entered into the facility was $19.7 million. The ABL Facility will mature on May 3, 2027.

Borrowings under the ABL Facility may be made in U.S. dollars priced based on “ABR”, the “Adjusted Daily Simple SOFR” or the “Adjusted Term SOFR Rate”, and in Canadian dollars priced at the “Canadian Prime Rate” or the “CDOR Rate” (each as defined in the Credit Agreement). Borrowings bear interest plus a margin that varies depending on our leverage ratio as follows: (i) for ABR based loans, between 1.40% and 2.40%, and (ii) for Adjusted Daily Simple SOFR, Adjusted Term SOFR Rate, Canadian Prime Rate, and CDOR Rate, between 2.40% and 3.40%. We must also pay a monthly commitment fee of 0.25% to 0.50% per year, based on unused commitments.

The obligations of the borrowers under the ABL Facility are guaranteed by the Company and each of our subsidiaries (other than Repeat Precision), as well as each of our future direct and indirect subsidiaries organized under the laws of the United States or Canada (subject to certain exceptions), and are secured by substantially all of the assets of the Company and its subsidiaries, in each case, subject to certain exceptions and permitted liens.

The Credit Agreement requires us to (i) maintain, for quarters during which liquidity is less than 20% of the aggregate revolving commitments, a fixed charge coverage ratio of at least 1.0 to 1.0 and (ii) to prepay advances to the extent that the outstanding loans and letter of credit amounts exceed the most recently calculated borrowing base. The Credit Agreement also contains customary affirmative and negative covenants, including, among other things, restrictions on the creation of liens, the incurrence of indebtedness, investments, dividends and other restricted payments, dispositions and transactions with affiliates.

The Credit Agreement includes customary events of default for facilities of this type (with customary materiality thresholds and grace periods, as applicable). If an event of default occurs, the lenders party to the Credit Agreement may elect (after the expiration of any applicable notice or grace periods) to declare all outstanding borrowings under such facility, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. The lenders party to the Credit Agreement also have the right upon an event of default thereunder to terminate any commitments to provide further borrowings, or to provide additional financing in excess of the borrowing base limit, or to proceed against the collateral securing the ABL Facility.

Basis of Presentation (Policy)	3 Months Ended
Basis of Presentation (Policy)	Mar. 31, 2022
Basis of Presentation [Abstract]
Nature of Business	Nature of Business NCS Multistage Holdings, Inc., a Delaware corporation, through its wholly owned subsidiaries and subsidiaries for which it has a controlling voting interest (collectively referred to as the “Company,” “NCS,” “we,” “our” and “us”), is primarily engaged in providing engineered products and support services for oil and natural gas well construction, well completions and field development strategies. We offer our products and services primarily to exploration and production companies for use 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 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, 2021 (“Annual Report”). We consolidate Repeat Precision, LLC (“Repeat Precision”), a 50% owned entity, because NCS has a controlling voting interest. The other party’s ownership is presented separately as a non-controlling interest. In the opinion of management, these condensed consolidated financial statements reflect all normal, recurring adjustments necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year. All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements.
Significant Accounting Policies	Significant Accounting Policies Our significant accounting policies are described in “Note 2. Summary of Significant Accounting Policies” in our Annual Report.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Pronouncements Adopted in 2022 In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, to increase transparency of disclosure regarding government assistance including the types of assistance, an entity’s method of accounting for the assistance, and the effect of the assistance on an entity’s financial statements. This standard is effective for fiscal years beginning after December 15, 2021 and should be applied either prospectively or retrospectively. Early adoption is permitted. We adopted ASU No. 2021-10 on a prospective basis on January 1, 2022, 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)

3 Months Ended

Mar. 31, 2022

Revenues [Abstract]

Disaggregation of Revenue by Geographic Region


	Three Months Ended
	March 31,
	2022		2021
United States
Product sales	$	7,161	$	6,296
Services		1,917		1,527
Total United States		9,078		7,823
Canada
Product sales		19,052		13,878
Services		9,477		6,357
Total Canada		28,529		20,235
Other Countries
Product sales		—		—
Services		1,505		456
Total Other Countries		1,505		456
Total
Product sales		26,213		20,174
Services		12,899		8,340
Total revenues	$	39,112	$	28,514

Schedule of Contract Liabilities


Balance at December 31, 2021	$	71
Additions		1,129
Revenue recognized		(1,139)
Balance at March 31, 2022	$	61

Inventories, Net (Tables)

3 Months Ended

Mar. 31, 2022

Inventories, Net [Abstract]

Schedule of Inventories


	March 31,		December 31,
	2022		2021
Raw materials	$	1,770	$	1,844
Work in process		331		14
Finished goods		32,393		32,059
Total inventories, net	$	34,494	$	33,917

Other Current Receivables (Tables)

3 Months Ended

Mar. 31, 2022

Other Current Receivables [Abstract]

Schedule of Other Current Receivables


	March 31,		December 31,
	2022		2021
Current income tax receivables	$	2,168	$	2,226
Employee receivables		230		238
Other receivables		2,156		2,262
Total other receivables, net	$	4,554	$	4,726

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2022

Property and Equipment [Abstract]

Schedule of Property and Equipment by Major Asset Class



	March 31,		December 31,
	2022		2021
Land	$	1,728	$	1,701
Building and improvements		8,290		8,099
Machinery and equipment		18,349		18,152
Computers and software		2,336		2,256
Furniture and fixtures		1,058		1,037
Vehicles		273		313
Right of use assets - finance leases		10,368		10,228
Service equipment		244		244
		42,646		42,030
Less: Accumulated depreciation and amortization		(18,735)		(17,752)
		23,911		24,278
Construction in progress		439		430
Property and equipment, net	$	24,350	$	24,708

Schedule of Depreciation Expense Associated Income Statement Line Items


	Three Months Ended
	March 31,
	2022		2021
Cost of sales
Cost of product sales	$	350	$	350
Cost of services		147		197
Selling, general and administrative expenses		424		390
Total depreciation	$	921	$	937

Goodwill and Identifiable Intangibles (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Identifiable Intangibles [Abstract]

Changes in Carrying Amount of Goodwill


	March 31,		December 31,
	2022		2021
Gross value	$	177,162	$	177,162
Accumulated impairment		(161,940)		(161,940)
Net	$	15,222	$	15,222

Schedule of Identifiable Intangibles



		March 31, 2022
	Estimated	Gross
	Useful	Carrying		Accumulated		Net
	Lives (Years)	Amount		Amortization		Balance
Technology	1 - 20	$	3,958	$	(410)	$	3,548
Customer relationships	10		4,100		(2,119)		1,981
Total amortizable intangible assets		$	8,058	$	(2,529)	$	5,529
Technology - not subject to amortization	Indefinite		48		—		48
Total identifiable intangibles		$	8,106	$	(2,529)	$	5,577



		December 31, 2021
	Estimated	Gross
	Useful	Carrying		Accumulated		Net
	Lives (Years)	Amount		Amortization		Balance
Technology	1 - 20	$	3,958	$	(346)	$	3,612
Customer relationships	10		4,100		(2,016)		2,084
Total amortizable intangible assets		$	8,058	$	(2,362)	$	5,696
Technology - not subject to amortization	Indefinite		48		—		48
Total identifiable intangibles		$	8,106	$	(2,362)	$	5,744

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2022

Accrued Expenses [Abstract]

Schedule of Accrued Expenses



	March 31,		December 31,
	2022		2021
Accrued payroll and bonus	$	2,065	$	4,208
Property and franchise taxes accrual		384		550
Accrued other miscellaneous liabilities		1,400		1,565
Total accrued expenses	$	3,849	$	6,323

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt [Abstract]

Schedule of Long-term Debt



	March 31,		December 31,
	2022		2021
Prior Senior Secured Credit Facility	$	—	$	—
Promissory notes		303		—
Finance leases		7,664		7,818
Total debt		7,967		7,818
Less: current portion		(1,777)		(1,483)
Long-term debt	$	6,190	$	6,335

Loss Per Common Share (Tables)

3 Months Ended

Mar. 31, 2022

Loss Per Common Share [Abstract]

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



	Three Months Ended
	March 31,
	2022		2021
Numerator
Net loss	$	(1,729)	$	(3,457)
Less: loss attributable to non-controlling interest		(194)		(60)
Net loss attributable to NCS Multistage Holdings, Inc.	$	(1,535)	$	(3,397)

Denominator
Basic weighted average number of shares		2,414		2,380
Dilutive effect of stock options, RSUs and PSUs		—		—
Diluted weighted average number of shares		2,414		2,380

Loss per common share
Basic	$	(0.64)	$	(1.43)
Diluted	$	(0.64)	$	(1.43)

Potentially dilutive securities excluded as anti-dilutive		256		235

Basis of Presentation (Narrative) (Details)	Mar. 31, 2022
Repeat Precision [Member]
Equity ownership interest, percent	50.00%

Revenues (Narrative) (Details) - USD ($)	3 Months Ended
Revenues (Narrative) (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Revenues [Abstract]
Contract assets	$ 0
Non-current contract liabilities	0
Revenue recognized from the contract liability balance	$ (1,139,000)	$ 600,000

Revenues (Disaggregation of Revenue by Geographic Region) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 39,112	$ 28,514
Product sales [Member]
Disaggregation of Revenue [Line Items]
Revenues	26,213	20,174
Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	12,899	8,340
United States [Member]
Disaggregation of Revenue [Line Items]
Revenues	9,078	7,823
United States [Member] \| Product sales [Member]
Disaggregation of Revenue [Line Items]
Revenues	7,161	6,296
United States [Member] \| Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,917	1,527
Canada [Member]
Disaggregation of Revenue [Line Items]
Revenues	28,529	20,235
Canada [Member] \| Product sales [Member]
Disaggregation of Revenue [Line Items]
Revenues	19,052	13,878
Canada [Member] \| Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	9,477	6,357
Other Countries [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,505	456
Other Countries [Member] \| Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 1,505	$ 456

- Definition

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).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
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+ Details

Revenues (Schedule of Contract Liabilities) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Current Contract Liabilities [Abstract]
Current contract liabilities: Beginning balance	$ 71
Additions	1,129
Revenue recognized	1,139	$ (600)
Current contract liabilities: Ending balance	$ 61

Inventories, Net (Schedule of Inventories) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventories, Net [Abstract]
Raw materials	$ 1,770	$ 1,844
Work in process	331	14
Finished goods	32,393	32,059
Total inventories, net	$ 34,494	$ 33,917

Other Current Receivables (Narrative) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Other current receivables	$ 4,554	$ 4,726
Special Oilfield Services Co. LLC [Member] \| Technical Services And Assistance Agreement [Member]
Other current receivables	$ 700	$ 700

Other Current Receivables (Schedule Of Other Current Receivables) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Other Current Receivables [Abstract]
Current income tax receivables	$ 2,168	$ 2,226
Employee receivables	230	238
Other receivables	2,156	2,262
Total other receivables, net	$ 4,554	$ 4,726

Property and Equipment (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property and Equipment [Abstract]
Impairment charge of property and equipment	$ 0	$ 0

Property and Equipment (Schedule of Property and Equipment by Major Asset Class) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment	$ 42,646	$ 42,030
Less: Accumulated depreciation and amortization	(18,735)	(17,752)
Property and equipment, net, excluding construction in progress	23,911	24,278
Construction in progress	439	430
Property and equipment, net	24,350	24,708
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	1,728	1,701
Building and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	8,290	8,099
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	18,349	18,152
Computer and software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	2,336	2,256
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	1,058	1,037
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	273	313
Right Of Use Assets - Finance Leases [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	10,368	10,228
Service Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 244	$ 244

Property and Equipment (Schedule of Depreciation Expense Associated Income Statement Line Items) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Depreciation expense	$ 921	$ 937
Cost of product sales [Member]
Depreciation expense	350	350
Cost of services [Member]
Depreciation expense	147	197
Selling, general and administrative expenses [Member]
Depreciation expense	$ 424	$ 390

Goodwill and Identifiable Intangibles (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Goodwill [Line Items]
Goodwill	$ 15,222,000		$ 15,222,000
Finite-lived intangible assets impairment charge	0	$ 0
Amortization expense	167,000	167,000
Repeat Precision [Member]
Goodwill [Line Items]
Goodwill impairment charge	0	0
Goodwill	15,200,000
Customer Relationships And Technology [Member]
Goodwill [Line Items]
Amortization expense	$ 200,000	$ 200,000

Goodwill and Identifiable Intangibles (Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Identifiable Intangibles [Abstract]
Gross value	$ 177,162	$ 177,162
Accumulated impairment	(161,940)	(161,940)
Net	$ 15,222	$ 15,222

Goodwill and Identifiable Intangibles (Schedule of Identifiable Intangibles) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Carrying Amount	$ 8,058	$ 8,058
Finite-lived intangible assets, Accumulated Amortization	(2,529)	(2,362)
Finite-lived intangible assets, Net Balance	5,529	5,696
Intangible Assets, Gross (Excluding Goodwill), Total	8,106	8,106
Intangible Assets, Net (Excluding Goodwill), Total	5,577	5,744
Technology Not Subject To Amortization [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets (Excluding Goodwill)	48	48
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, Gross Carrying Amount	3,958	3,958
Finite-lived intangible assets, Accumulated Amortization	(410)	(346)
Finite-lived intangible assets, Net Balance	$ 3,548	$ 3,612
Technology [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	1 year	1 year
Technology [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	20 years	20 years
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	10 years	10 years
Finite-lived intangible assets, Gross Carrying Amount	$ 4,100	$ 4,100
Finite-lived intangible assets, Accumulated Amortization	(2,119)	(2,016)
Finite-lived intangible assets, Net Balance	$ 1,981	$ 2,084

Accrued Expenses (Narrative) (Details) $ in Thousands	3 Months Ended
Accrued Expenses (Narrative) (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Accrued Expenses [Abstract]
Annual incentive bonus, paid	$ 3,200

Accrued Expenses (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued Expenses [Abstract]
Accrued payroll and bonus	$ 2,065	$ 4,208
Property and franchise taxes accrual	384	550
Accrued other miscellaneous liabilities	1,400	1,565
Total accrued expenses	$ 3,849	$ 6,323

Debt (Narrative) (Details)			3 Months Ended
Debt (Narrative) (Details)	Aug. 06, 2020 USD ($)	Feb. 27, 2017	Mar. 31, 2022 USD ($) property	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Feb. 16, 2018 USD ($)
Debt Instrument [Line Items]
Amortization expense of deferred financing charges			$ 70,000	$ 70,000
Number of buildings under finance leases \| property			2
Fair Value, Inputs, Level 2 [Member]
Debt Instrument [Line Items]
Debt instrument, fair value			$ 7,200,000		$ 7,500,000
Prior Senior Secured Credit Facility [Member]
Debt Instrument [Line Items]
Unamortized deferred costs			1,200,000
Prior Senior Secured Credit Facility [Member] \| Wells Fargo Bank [Member]
Debt Instrument [Line Items]
Amortization expense of deferred financing charges			100,000	100,000
Prior Senior Secured Credit Facility [Member] \| Maximum [Member] \| Letter of Credit [Member]
Debt Instrument [Line Items]
Line of credit outstanding			100,000
Promissory Notes [Member] \| Repeat Precision [Member] \| February 2017 Note [Member]
Debt Instrument [Line Items]
Debt instrument, maximum borrowing capacity						$ 4,300,000
Line of credit outstanding			$ 300,000
Promissory Notes [Member] \| Repeat Precision [Member] \| February 2017 Note [Member] \| Prime Rate [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate		1.00%
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member]
Debt Instrument [Line Items]
Debt maturity date			May 01, 2023
Interest expense including commitment fees			$ 24,000	$ 32,000,000
Minimum liquidity amount required under new financial covenants	$ 7,500,000
Fixed charge coverage ratio	1.0
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member] \| U.S. Borrower [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 25,000,000.0
Interest rate, effective percentage			3.50%
Line of credit outstanding			$ 0		$ 0
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member] \| Letter of Credit [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	2,500,000
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member] \| Swingline Loans [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	2,500,000
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member] \| Credit Facility Subject To Sublimit [Member] \| Canadian Borrower [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity	15,000,000.0
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member] \| Borrowing Subject To Borrowing Base Limitations [Member] \| US And Canadian Base Rate [Member]
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 17,500,000
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Cash availabilty on last business day of each week	$ 12,000,000.0
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member] \| Minimum [Member] \| Eurocurrency Rate [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate			2.75%
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member] \| Minimum [Member] \| Monthly Availability [Member]
Debt Instrument [Line Items]
Percentage of availability in relation to the borrowing base	12.00%
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member] \| Maximum [Member] \| Eurocurrency Rate [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate			3.75%
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member] \| Maximum [Member] \| Weekly Availability [Member]
Debt Instrument [Line Items]
Percentage of availability in relation to the borrowing base	12.00%
Amended And Restated Credit Agreement [Member] \| Prior Senior Secured Credit Facility [Member] \| Maximum [Member] \| Quarterly Availability [Member]
Debt Instrument [Line Items]
Percentage of availability in relation to the borrowing base	20.00%

Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Finance leases	$ 7,664	$ 7,818
Total debt	7,967	7,818
Less: current portion	(1,777)	(1,483)
Long-term debt, less current maturities	6,190	6,335
Prior Senior Secured Credit Facility [Member]
Debt Instrument [Line Items]
Debt
Promissory Notes [Member]
Debt Instrument [Line Items]
Debt	$ 303

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
Other current receivables	$ 4,554	$ 4,726
CARES Act [Member]
Loss Contingencies [Line Items]
Refundable tax credits amount under employee retention credit		3,200	$ 100
Proceeds from refundable tax credits	100	2,100
Other current receivables	$ 1,000	1,100
Repeat Precision [Member] \| CARES Act [Member]
Loss Contingencies [Line Items]
Refundable tax credits amount under employee retention credit		$ 500

Share-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) item $ / shares shares
Share-based compensation \| $	$ 2,200
Restricted Stock Units (RSUs) [Member]
Share-based compensation shares granted	66,793
Weighted average grant date fair value \| $ / shares	$ 42.90
Number of vesting equal annual installments \| item	3
Equivalent Stock Units (ESUs) [Member]
Share-based compensation shares granted	48,565
Weighted average grant date fair value \| $ / shares	$ 42.90
Number of vesting equal annual installments \| item	3
Performance Stock Unit Awards (PSUs) [Member]
Share-based compensation award vesting period	3 years
Performance Stock Unit Awards (PSUs) [Member] \| Minimum [Member]
Number of common stock shares issued for each PSU	0
Performance Stock Unit Awards (PSUs) [Member] \| Maximum [Member]
Number of common stock shares issued for each PSU	2
Performance Stock Unit Awards (PSUs) [Member] \| 50th percentile relative TSR [Member]
Share-based compensation arrangement performance obligations, percentage	100.00%
Performance Stock Unit Awards (PSUs) [Member] \| 90th percentile relative TSR [Member]
Share-based compensation arrangement performance obligations, percentage	200.00%
Performance Stock Unit Awards (PSUs) [Member] \| Performance Period from January 1, 2020 to December 31, 2023 [Member]
Share-based compensation shares granted	17,454
Weighted average grant date fair value \| $ / shares	$ 71.28

Income Taxes (Narrative) (Details)	3 Months Ended
Income Taxes (Narrative) (Details)	Mar. 31, 2022	Mar. 31, 2021
Income Taxes [Abstract]
Effective tax rate	1.30%	(3.80%)

Loss Per Common Share (Reconciliation of Numerator and Denominator for Calculating Earnings (Loss) Per Common Share from Net Income (Loss)) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator
Net income (loss)	$ (1,729)	$ (3,457)
Less: Income attributable to non-controlling interest	(194)	(60)
Net income (loss) attributable to NCS Multistage Holdings, Inc.	$ (1,535)	$ (3,397)
Denominator
Basic weighted average number of shares (in shares)	2,414	2,380
Dilutive effect of stock options, RSUs and PSUs
Diluted weighted average number of shares (in shares)	2,414	2,380
Loss per common share
Basic (in dollars per share)	$ (0.64)	$ (1.43)
Diluted (in dollars per share)	$ (0.64)	$ (1.43)
Potentially dilutive securities excluded as anti-dilutive	256	235

Segment and Geographic Information (Narrative) (Details)	3 Months Ended
	Mar. 31, 2022 segment
Segment and Geographic Information [Abstract]
Number of reportable segments	1

Subsequent Events (Narrative) (Details) - ABL Facility [Member] - Subsequent Events [Member]	May 03, 2022 USD ($) item
Subsequent Events [Line Items]
Debt instrument, borrowing base	$ 19,700,000
Debt maturity date	May 03, 2027
Fixed charge coverage ratio \| item	1.0
Minimum [Member]
Subsequent Events [Line Items]
Commitment fee, percentage	0.25%
Maximum [Member]
Subsequent Events [Line Items]
Commitment fee, percentage	0.50%
Minimum liquidity percentage required under new financial covenants	20.00%
Revolving Credit Facility [Member]
Subsequent Events [Line Items]
Maximum borrowing capacity	$ 35,000,000.0
Letter of Credit [Member]
Subsequent Events [Line Items]
Maximum borrowing capacity	$ 7,500,000
Base Rate [Member] \| Minimum [Member]
Subsequent Events [Line Items]
Debt instrument variable interest rate	1.40%
Base Rate [Member] \| Maximum [Member]
Subsequent Events [Line Items]
Debt instrument variable interest rate	2.40%
Adjusted Daily Simple SOFR, Adjusted Term SOFR Rate, Canadian Prime Rate, and CDOR Rate [Member] \| Minimum [Member]
Subsequent Events [Line Items]
Debt instrument variable interest rate	2.40%
Adjusted Daily Simple SOFR, Adjusted Term SOFR Rate, Canadian Prime Rate, and CDOR Rate [Member] \| Maximum [Member]
Subsequent Events [Line Items]
Debt instrument variable interest rate	3.40%
Borrowing Allowed in Canadian Dollars [Member] \| Revolving Credit Facility [Member]
Subsequent Events [Line Items]
Maximum borrowing capacity	$ 10,000,000.0