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United States securities and exchange commission logo
December 1, 2023
Mike Morrison
Chief Financial Officer
NCS Multistage Holdings, Inc.
19350 State Highway 249
Suite 600
Houston, TX 77070
Re: NCS Multistage
Holdings, Inc.
Form 10-K for the
Fiscal Year ended December 31, 2022
Filed March 7, 2023
File No. 001-38071
Dear Mike Morrison:
We have reviewed your
filing and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Management's Discussion and Analysis
Results of Operations, page 41
1. We note your
disclosures in the second and fifth paragraphs on page 40 explaining that
competition amongst
oilfield services companies has increased as E&P companies are
increasingly focused on
operational efficiencies and lowering costs, which has limited
your pricing power,
while further clarifying that you lower the prices of your products and
services in order to
compete in certain markets.
However, in describing
the changes in revenues on pages 41 and 42 you indicate the
increase in 2022
"...largely resulted from higher drilling and completion activity," and
more specifically,
reflects higher product sales and services volumes in Canada and the
United States, and
higher service volumes internationally offset by lower product sales
internationally,
without indicating the change associated with changes in prices.
Mike Morrison
FirstName LastNameMike Morrison
NCS Multistage Holdings, Inc.
Comapany1,
December NameNCS
2023 Multistage Holdings, Inc.
December
Page 2 1, 2023 Page 2
FirstName LastName
Please address the requirement in Item 303(b) of Regulation S-K,
regarding material
changes in one or more line items, including material changes within a
line item that
offset one another, to describe the underlying reasons for the
material changes in
quantitative and qualitative terms; and the requirement in Item
303(b)(2)(iii) of Regulation
S-K, to disclose the extent to which material changes in revenues are
attributable to
changes in prices or to changes in the volume or the amount of goods
or services being
sold, or to the introduction of new products or services.
Please also clarify how the volumetric activity underlying your
present disclosures had
been assessed and expand your disclosures to include quantification of
the volumes of
products and services sold in each period.
Adjusted EBITDA and Adjusted EBITDA Less Share-Based Compensation, page 43
2. We note that your measure of Adjusted EBITDA excludes costs of
professional services
related to financings, legal proceedings and the evaluation of
potential acquisitions, which
you assert "...are not reflective of [your] ongoing operating
performance."
However, as these appear to be normal, recurring cash operating
expenses that are
necessary to operate the business, tell us how you considered the the
guidance in the
answer to Question 100.01 of our non-GAAP Compliance & Disclosure
Interpretations, in
compiling and disclosing Adjusted EBITDA as a measure of performance.
For example, explain to us why you would not need to discuss and
analyze the excluded
professional fees along with your disclosure of the non-GAAP measure,
to clarify (i) the
utility and necessity of the costs in supporting your ongoing
operations, and (ii) the
limitations of the non-GAAP measure in assessing your operating
performance.
Financial Statements
Report of Independent Registered Public Accounting Firm, page 50
3. Please ask your auditor to clarify or reconcile between the reference
made in the first
sentence of the audit report to a singular period in describing the
financial statements that
were subject to audit (i.e. "the period ended December 31, 2022"), and
the multiple
periods referenced in expressing an opinion in the second sentence of
the audit report.
Note 17 - Segment and Geographic Information, page 75
4. Given the various product and service offerings described on pages 6
and 7, please
address the requirement to separately report the amounts of revenues
from external
customers for each product and service, or each group of similar
products and services, in
FASB ASC 280-10-50-40, and clarify your rationale for any aggregation
of revenues
based on the similarity of the products or services.
For example, identify the particular products and services for which
aggregated revenue
information has been or would be disclosed and describe the particular
economic and
Mike Morrison
NCS Multistage Holdings, Inc.
December 1, 2023
Page 3
functional attributes or characteristics that you considered and
assessed in formulating a
view on similarity in fulfilling this disclosure requirement.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Mark Wojciechowski at 202-551-3759 or Karl Hiller at
202-551-3686 if
you have questions regarding comments on the financial statements and related
matters.
FirstName LastNameMike Morrison Sincerely,
Comapany NameNCS Multistage Holdings, Inc.
Division of
Corporation Finance
December 1, 2023 Page 3 Office of Energy
& Transportation
FirstName LastName