ncsm20260515_8k.htm
false 0001692427 0001692427 2026-07-30 2026-07-30
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
July 30, 2026
Date of Report (Date of earliest event reported)
 
NCS Multistage Holdings, Inc.
(Exact name of Registrant as specified in its charter)
 
Delaware
001-38071
46-1527455
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
19350 State Highway 249, Suite 600
Houston, Texas 77070
(Address of principal executive offices) (Zip code)
 
(281) 453-2222
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
NCSM
Nasdaq Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
Emerging growth company  
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 

 
Item 2.02 Results of Operations and Financial Condition.
 
On July 30, 2026, NCS Multistage Holdings, Inc. (the “Company”) issued a press release announcing its results for the quarter ended June 30, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The information contained in this Item 2.02 and the accompanying exhibit is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 2.02 and the accompanying exhibit shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
 
(d)
 
Exhibits.
       
 
Exhibit
   
 
Number
 
Description of the Exhibit
 
99.1
 
 
104
 
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:  July 30, 2026
NCS Multistage Holdings, Inc.
     
 
By:  
/s/ Mike Morrison
   
Mike Morrison
   
Chief Financial Officer and Treasurer
 
 
ex_963797.htm
 

    Exhibit 99.1

 

https://cdn.kscope.io/5853546c56ed802c2ce7ea9db5709038-logo.jpg

NCS Multistage Holdings, Inc. 

19350 State Highway 249, Suite 600

Houston, Texas 77070



PRESS RELEASE



NCS MULTISTAGE HOLDINGS, INC. ANNOUNCES SECOND QUARTER 2026 RESULTS



Second Quarter Results



 

Total revenues of $38.4 million, a 5% year-over-year improvement

 

 

Net loss of $(4.6) million and loss per share of $(1.71), compared to net income of $0.9 million and diluted earnings per share of $0.34 in the same quarter of 2025

 

 

Adjusted EBITDA of $1.9 million, compared to $2.2 million in the same quarter of 2025

 

 

$31.3 million in cash and $7.5 million of total debt, consisting entirely of finance lease obligations, as of June 30, 2026



HOUSTON, July 30, 2026 – NCS Multistage Holdings, Inc. (Nasdaq: NCSM) (the “Company,” “NCS,” “we” or “us”), a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completions and field development strategies, today announced its results for the quarter ended June 30, 2026.

 

NCS’s Chief Executive Officer, Ryan Hummer, commented, “Our second quarter results reflect the continued execution of our strategy in a dynamic market environment, with revenue growth driven by our portfolio of differentiated, technologically advanced products and services, led by a strong performance from Repeat Precision and our U.S. tracer diagnostics offerings.

 

We remain focused on delivering exceptional service to our customers and supporting our employees and other stakeholders as we progress toward our pending combination with Weatherford. The tremendous efforts, dedication and focus from our team at NCS has not wavered as we continue to bring world-class products and service to our customers and plan for the exciting opportunities ahead with Weatherford. We thank our employees, customers, vendors, and shareholders for their continued trust and support.”

 

Financial Review



Total revenues were $38.4 million for the quarter ended June 30, 2026 compared to $36.5 million for the second quarter of 2025. Overall product sales contribution was consistent when comparing these periods. In the United States, there was an increase of $6.1 million related to Repeat Precision stemming from a growing customer base and the successful commercialization of new products, partially offset by a decrease in sliding sleeve sales, as the prior year included a large sale to a multinational customer which did not recur in 2026. In Canada, fracturing systems activity was lower in 2026 than in prior year, due in part to customer delays of planned projects and the impact of customer consolidation. International product sales remained consistent with the prior year. Services revenue increased overall largely due to the contribution of ResMetrics, acquired in July 2025, which provided $2.3 million of services revenue for the quarter ended June 30, 2026, as well as an increase in fracturing systems service revenue in the United States, partially offset by declines in Canada and internationally.

 

Compared to the first quarter of 2026, total revenues decreased by 16%, primarily due to a 42% decline in Canada, attributable in part to the normal seasonal decline associated with spring break-up, partially offset by a 37% increase in international revenues which are more project-specific, and a 7% increase in U.S. revenues.

 

1

 

Gross profit was $13.1 million, or a gross margin of 34%, for the second quarter of 2026, compared to $12.3 million, or a gross margin of 34%, for the second quarter of 2025. Gross margin for the second quarter modestly improved, reflecting the mix of products and services provided, including the contribution from ResMetrics. The improvement was partially offset by activities in the prior year that did not recur at the same levels in 2026, including the year-over-year decline in revenue in Canada and a reduction in higher-margin international tracer diagnostics projects in the Middle East. Adjusted gross profit, which we define as total revenues less total cost of sales, exclusive of depreciation and amortization ("DD&A"), was $13.9 million, or an adjusted gross margin of 36%, for the second quarter of 2026, compared to $13.0 million, and 36%, respectively, for the second quarter of 2025.

 

Selling, general and administrative expenses totaled $18.0 million for the second quarter of 2026, an increase of $4.3 million compared to the same period in 2025. The increase was primarily driven by higher professional fees associated with strategic acquisition-related activities, including the Weatherford transaction, as well as incremental expenses of $0.7 million associated with ResMetrics.

 

Other income was $1.6 million for each of the quarters ended June 30, 2026 and 2025, primarily consisting of royalty income earned from licensees.

 

Net loss was $(4.6) million, or $(1.71) per share, for the quarter ended June 30, 2026 compared to net income of $0.9 million, or $0.34 per diluted share for the quarter ended June 30, 2025

 

Adjusted EBITDA was $1.9 million for the quarter ended June 30, 2026, a decrease of $0.3 million compared to the same period a year ago. Adjusted EBITDA margin of 5% for the quarter ended June 30, 2026, compared to 6% for the same period a year ago. 

 

Cash flow from operating activities for the six months ended June 30, 2026 was a use of cash of $(0.6) million, compared to a source of cash of $1.9 million for the same period in 2025. For the six months ended June 30, 2026, free cash flow less distributions to non-controlling interest was $(1.6) million, compared to $0.5 million for the same period in 2025. The overall change in cash flow from operating activities was primarily attributable to lower net income, an increase in inventory, payment of a deposit of approximately $1.4 million in connection with our objections to the Canadian tax reassessments, and the timing of payments for materials and other components, partially offset by a decrease in accounts receivable due in part to favorable collection of trade receivables.


Liquidity and Capital Expenditures



As of June 30, 2026, NCS had $31.3 million in cash, $7.5 million in total indebtedness related to finance lease obligations, and a borrowing base under the undrawn asset-based revolving credit facility (“ABL Facility”) of $14.5 million. Our working capital, defined as current assets minus current liabilities, was $89.9 million and $93.4 million as of June 30, 2026 and December 31, 2025, respectively.

 

Net working capital, calculated as working capital, less cash and excluding the current maturities of long-term debt, was $60.9 million and $59.1 million as of June 30, 2026 and December 31, 2025, respectively. The increase in net working capital was primarily driven by higher inventory levels and a decrease in accrued expenses related to the payment of our 2025 bonus in the first quarter of 2026, as well as a decrease in other current liabilities associated with payments for cash settled share-based awards, partially offset by a decrease in accounts receivable and an increase in accounts payable. 



NCS incurred capital expenditures, net of proceeds from the sale of property and equipment, of $1.0 million and $0.5 million for the six months ended June 30, 2026 and 2025, respectively.

 

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital are non-GAAP financial measures. For an explanation of these measures and a reconciliation, refer to Non-GAAP Financial Measures” below.

 

2

 

Acquisition of NCS by Weatherford

 

As previously disclosed on the Form 8-K filed on June 2, 2026, on May 31, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Weatherford International plc (“Weatherford”), pursuant to which a wholly owned subsidiary of Weatherford will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Weatherford (the “Merger”). Upon completion of the transaction, our stockholders will have the right to receive Weatherford ordinary shares or a combination of cash and Weatherford ordinary shares, in each case subject to the terms of the Merger Agreement. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second half of 2026. The holder of more than 50% of our outstanding common stock has approved the transaction by written consent; accordingly, no further stockholder approval is required. 

 

About NCS Multistage Holdings, Inc.



NCS Multistage Holdings, Inc. is a leading provider of highly engineered products and support services that facilitate the optimization of oil and natural gas well construction, well completions and field development strategies. NCS provides products and services primarily to exploration and production companies for use in onshore and offshore wells, predominantly those that have been drilled with horizontal laterals in both unconventional and conventional oil and natural gas formations. NCS’s products and services are utilized in oil and natural gas basins throughout North America and in selected international markets, including the North Sea, the Middle East and Argentina. NCS’s common stock is traded on the Nasdaq Capital Market under the symbol “NCSM.” Additional information is available on the website, www.ncsmultistage.com.



3

 

Forward Looking Statements



This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as anticipates, intends, plans, seeks, believes, estimates, expects and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause our actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following: the ability of the Company and Weatherford to satisfy the conditions to complete the proposed merger, the timing of the proposed merger, the risk that the proposed merger may not be completed, the effects of the proposed merger on our business, operations and relationships with customers, suppliers and employees, and the risk of litigation and/or enforcement proceedings arising out of the proposed merger; declines in the level of oil and natural gas exploration and production activity in Canada, the United States and internationally; oil and natural gas price fluctuations; significant competition for our products and services that results in pricing pressures, reduced sales, or reduced market share; inability to successfully implement our strategy of increasing sales of products and services into the U.S. and international markets; loss of significant customers; losses and liabilities from uninsured or underinsured business activities and litigation; additional income tax liabilities and reassessments; change in trade policy, including the impact of tariffs; our failure to identify and consummate potential acquisitions; the financial health of our customers including their ability to pay for products or services provided; our inability to integrate or realize the expected benefits from acquisitions; our inability to achieve suitable price increases to offset the impacts of cost inflation; loss of any of our key suppliers or significant disruptions negatively impacting our supply chain; risks in attracting and retaining qualified employees and key personnel; risks resulting from the operations of our joint venture arrangement; currency exchange rate fluctuations; impact of severe weather conditions; our inability to accurately predict customer demand, which may result in excess or obsolete inventory; failure to comply with or changes to federal, state and local and non-U.S. laws and other regulations, including tax policies, anti-corruption and environmental regulations, guidelines and regulations for the use of explosives; impairment in the carrying value of long-lived assets including goodwill; system interruptions or failures, including complications with our enterprise resource planning system, cybersecurity breaches, identity theft or other disruptions that could compromise our information; our inability to successfully develop and implement new technologies, products and services that align with the needs of our customers, including addressing the shift to more non-traditional energy markets as part of the energy transition and the adoption of artificial intelligence and machine learning; our inability to protect and maintain critical intellectual property assets, the inability to protect our current royalty income, or the losses and liabilities from adverse decisions in intellectual property disputes; loss of, or interruption to, our information and computer systems; our failure to establish and maintain effective internal control over financial reporting; restrictions on the availability of our customers to obtain water essential to the drilling and hydraulic fracturing processes; changes in legislation or regulation governing the oil and natural gas industry, including restrictions on emissions of greenhouse gases; our inability to meet regulatory requirements for use of certain chemicals by our tracer diagnostics business; the reduction in our ABL Facility borrowing base or our inability to comply with the covenants in our debt agreements; and our inability to obtain sufficient liquidity on reasonable terms, or at all and other factors discussed or referenced in our filings made from time to time with the Securities and Exchange Commission. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

Contact

 

Mike Morrison

Chief Financial Officer and Treasurer

(281) 453-2222

IR@ncsmultistage.com 

 

4

 

NCS MULTISTAGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)



   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2026

   

2025

   

2026

   

2025

 

Revenues

                               

Product sales

  $ 27,678     $ 27,776     $ 60,261     $ 62,842  

Services

    10,686       8,678       23,740       23,617  

Total revenues

    38,364       36,454       84,001       86,459  

Cost of sales

                               

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

    18,059       18,214       37,788       38,566  

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

    6,358       5,242       14,095       13,040  

Total cost of sales, exclusive of depreciation and amortization expense shown below

    24,417       23,456       51,883       51,606  

Selling, general and administrative expenses

    17,958       13,626       33,686       29,821  

Depreciation

    1,289       1,235       2,582       2,439  

Amortization

    303       167       605       334  

(Loss) income from operations

    (5,603 )     (2,030 )     (4,755 )     2,259  

Other income (expense)

                               

Interest expense, net

    (84 )     (68 )     (110 )     (110 )

Other income, net

    1,558       1,563       3,421       2,446  

Foreign currency exchange (loss) gain

    (275 )     1,201       (385 )     1,198  

Total other income

    1,199       2,696       2,926       3,534  

(Loss) income before income tax

    (4,404 )     666       (1,829 )     5,793  

Income tax benefit

    (1,367 )     (1,032 )     (533 )     (359 )

Net (loss) income

    (3,037 )     1,698       (1,296 )     6,152  

Net income attributable to non-controlling interest

    1,569       774       3,681       1,172  

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

  $ (4,606 )   $ 924     $ (4,977 )   $ 4,980  

(Loss) earnings per common share

                               

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

  $ (1.71 )   $ 0.36     $ (1.87 )   $ 1.93  

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

  $ (1.71 )   $ 0.34     $ (1.87 )   $ 1.84  

Weighted average common shares outstanding

                               

Basic

    2,687       2,594       2,658       2,581  

Diluted

    2,687       2,734       2,658       2,704  



5

 

NCS MULTISTAGE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)



   

June 30,

   

December 31,

 
   

2026

   

2025

 

Assets

               

Current assets

               

Cash and cash equivalents

  $ 31,318     $ 36,725  

Accounts receivable—trade, net

    33,101       40,507  

Inventories, net

    44,544       39,011  

Prepaid expenses and other current assets

    2,986       2,031  

Other current receivables

    5,486       3,644  

Total current assets

    117,435       121,918  

Noncurrent assets

               

Property and equipment, net

    19,568       19,849  

Goodwill

    16,387       16,387  

Identifiable intangibles, net

    5,384       5,989  

Operating lease assets

    4,857       4,817  

Deposits and other assets

    1,889       586  

Deferred income taxes, net

    12,036       11,653  

Total noncurrent assets

    60,121       59,281  

Total assets

  $ 177,556     $ 181,199  

Liabilities and Stockholders’ Equity

               

Current liabilities

               

Accounts payable—trade

  $ 12,879     $ 8,517  

Accrued expenses

    7,129       9,461  

Income taxes payable

    841       1,151  

Operating lease liabilities

    1,732       1,587  

Contingent purchase consideration

          1,250  

Current maturities of long-term debt

    2,326       2,385  

Other current liabilities

    2,605       4,175  

Total current liabilities

    27,512       28,526  

Noncurrent liabilities

               

Long-term debt, less current maturities

    5,195       5,259  

Operating lease liabilities, long-term

    3,527       3,716  

Other long-term liabilities

    197       202  

Deferred income taxes, net

    375       398  

Total noncurrent liabilities

    9,294       9,575  

Total liabilities

    36,806       38,101  

Commitments and contingencies

               

Stockholders’ equity

               

Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at June 30, 2026 and December 31, 2025

           

Common stock, $0.01 par value, 11,250,000 shares authorized, 2,719,733 shares issued and 2,624,523 shares outstanding at June 30, 2026 and 2,613,603 shares issued and 2,545,535 shares outstanding at December 31, 2025

    27       26  

Additional paid-in capital

    451,015       449,890  

Accumulated other comprehensive loss

    (87,236 )     (86,132 )

Retained deficit

    (240,253 )     (235,276 )

Treasury stock, at cost, 95,210 shares at June 30, 2026 and 68,068 shares at December 31, 2025

    (3,343 )     (2,269 )

Total stockholders' equity

    120,210       126,239  

Non-controlling interest

    20,540       16,859  

Total equity

    140,750       143,098  

Total liabilities and equity

  $ 177,556     $ 181,199  

 

6

 

NCS MULTISTAGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



   

Six Months Ended

 
   

June 30,

 
   

2026

   

2025

 

Cash flows from operating activities

               

Net (loss) income

  $ (1,296 )   $ 6,152  

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

               

Depreciation and amortization

    3,187       2,773  

Amortization of deferred loan costs

    124       104  

Share-based compensation

    2,551       2,837  

Provision for inventory obsolescence

    286       191  

Deferred income tax benefit

    (439 )     (1,398 )

Gain on sale of property and equipment

    (84 )     (475 )

Provision for credit losses

          19  

Net foreign currency unrealized loss (gain)

    264       (1,854 )

Changes in operating assets and liabilities:

               

Accounts receivable—trade

    6,992       (1,827 )

Inventories, net

    (6,675 )     (1,476 )

Prepaid expenses and other assets

    (2,227 )     972  

Accounts payable—trade

    4,384       1,719  

Accrued expenses

    (2,262 )     (1,680 )

Other liabilities

    (3,908 )     (4,101 )

Income taxes receivable/payable

    (1,533 )     (80 )

Net cash (used in) provided by operating activities

    (636 )     1,876  

Cash flows from investing activities

               

Purchases of property and equipment

    (1,084 )     (745 )

Purchase and development of software and technology

    (68 )      

Proceeds from sales of property and equipment

    144       271  

Net cash used in investing activities

    (1,008 )     (474 )

Cash flows from financing activities

               

Payments on finance leases

    (1,216 )     (1,072 )

Line of credit borrowings

    8,355       2,338  

Payments of line of credit borrowings

    (8,355 )     (2,338 )

Payment of contingent consideration

    (1,250 )      

Treasury shares withheld

    (1,074 )     (268 )

Distribution to noncontrolling interest

          (900 )

Net cash used in financing activities

    (3,540 )     (2,240 )

Effect of exchange rate changes on cash and cash equivalents

    (223 )     330  

Net change in cash and cash equivalents

    (5,407 )     (508 )

Cash and cash equivalents beginning of period

    36,725       25,880  

Cash and cash equivalents end of period

  $ 31,318     $ 25,372  

Noncash investing and financing activities

               

Assets obtained in exchange for new finance lease liabilities

  $ 1,287     $ 723  

Assets obtained in exchange for new operating lease liabilities

  $ 869     $ 247  

 

7

 

NCS MULTISTAGE HOLDINGS, INC.

REVENUES BY GEOGRAPHIC AREA

(In thousands)

(Unaudited)



   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2026

   

2025

   

2026

   

2025

 

United States

                               

Product sales

  $ 15,220     $ 11,930     $ 29,429     $ 18,797  

Services

    5,244       1,682       10,175       4,187  

Total United States

    20,464       13,612       39,604       22,984  

Canada

                               

Product sales

    9,737       13,021       25,901       39,864  

Services

    3,677       4,948       10,724       15,823  

Total Canada

    13,414       17,969       36,625       55,687  

Other Countries

                               

Product sales

    2,721       2,825       4,931       4,181  

Services

    1,765       2,048       2,841       3,607  

Total other countries

    4,486       4,873       7,772       7,788  

Total

                               

Product sales

    27,678       27,776       60,261       62,842  

Services

    10,686       8,678       23,740       23,617  

Total revenues

  $ 38,364     $ 36,454     $ 84,001     $ 86,459  



8

 

NCS MULTISTAGE HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(In thousands)

(Unaudited)



Non-GAAP Financial Measures 



EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital (our “non-GAAP financial measures”) are not defined under generally accepted accounting principles (“GAAP”), are not measures of net income (loss), income (loss) from operations, gross profit and gross margin (inclusive of DD&A), cash provided by (used in) operating activities, working capital or any other performance measure derived in accordance with GAAP, and are subject to important limitations. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies in our industry and are not measures of performance calculated in accordance with GAAP. Our non-GAAP financial measures have important limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our financial performance as reported under GAAP, and they should not be considered as alternatives to net income (loss), income (loss) from operations, gross profit, gross margin, cash provided by (used in) operating activities, working capital or any other performance measures derived in accordance with GAAP as measures of operating performance or as alternatives to cash flow from operating activities as measures of our liquidity.

 

However, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Less Share-Based Compensation, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Less Distributions to Non-Controlling Interest and Net Working Capital are key metrics that management uses to assess the period-to-period performance of our core business operations or metrics that enable investors to assess our performance from period to period relative to the performance of other companies that are not subject to such factors, or who may provide similar non-GAAP measures in their public disclosures.

 

The tables below set forth reconciliations of our non-GAAP financial measures to the most directly comparable measures of financial performance calculated under GAAP:

 

NET WORKING CAPITAL

 

Net working capital is defined as total current assets, excluding cash and cash equivalents, minus total current liabilities, excluding current maturities of long-term debt. Net working capital excludes cash and cash equivalents and current maturities of long-term debt in order to evaluate the investments in working capital that we believe are required to support our business. We believe that net working capital is useful in analyzing the cash flow and working capital needs of the Company, including determining the efficiencies of our operations and our ability to readily convert assets into cash.



   

June 30,

   

December 31,

 
   

2026

   

2025

 

Working capital

  $ 89,923     $ 93,392  

Cash and cash equivalents

    (31,318 )     (36,725 )

Current maturities of long term debt

    2,326       2,385  

Net working capital

  $ 60,931     $ 59,052  



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NCS MULTISTAGE HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(In thousands)

(Unaudited)

 

FREE CASH FLOW AND FREE CASH FLOW LESS DISTRIBUTIONS TO NON-CONTROLLING INTEREST

 

Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment (inclusive of the purchase and development of software and technology) plus proceeds from sales of property and equipment, as presented in our consolidated statement of cash flows. We define free cash flow less distributions to non-controlling interest as free cash flow less amounts reported in the financing activities section of the statement of cash flows as distributions to non-controlling interest. We believe free cash flow is useful because it provides information to investors regarding the cash that was available in the period that was in excess of our needs to fund our capital expenditures and other investment needs. We believe that free cash flow less distributions to non-controlling interest is useful because it provides information to investors regarding the cash that was available in the period that was in excess of our needs to fund our capital expenditures, other investment needs, and cash distributions to our joint venture partner.



   

Six Months Ended

 
   

June 30,

 
   

2026

   

2025

 

Net cash (used in) provided by operating activities

  $ (636 )   $ 1,876  

Purchases of property and equipment

    (1,084 )     (745 )

Purchase and development of software and technology

    (68 )      

Proceeds from sales of property and equipment

    144       271  

Free cash flow

  $ (1,644 )   $ 1,402  

Distributions to non-controlling interest

          (900 )

Free cash flow less distributions to non-controlling interest

  $ (1,644 )   $ 502  

 

ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN

 

Adjusted gross profit is defined as total revenues minus cost of sales, exclusive of depreciation and amortization expense, which we present as a separate line item in our statement of operations. Adjusted gross margin represents adjusted gross profit as a percentage of total revenues.

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2026

   

2025

   

2026

   

2025

 

Total revenues

  $ 38,364     $ 36,454     $ 84,001     $ 86,459  

Total cost of sales, exclusive of depreciation and amortization expense

    24,417       23,456       51,883       51,606  

Total depreciation and amortization associated with cost of sales

    845       729       1,645       1,444  

Gross Profit

  $ 13,102     $ 12,269     $ 30,473     $ 33,409  

Gross Margin

    34 %     34 %     36 %     39 %

Exclude total depreciation and amortization associated with cost of sales

    (845 )     (729 )     (1,645 )     (1,444 )

Adjusted Gross Profit

  $ 13,947     $ 12,998     $ 32,118     $ 34,853  

Adjusted Gross Margin

    36 %     36 %     38 %     40 %

 

10

 

NCS MULTISTAGE HOLDINGS, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(In thousands)

(Unaudited)



EBITDA, ADJUSTED EBITDA, ADJUSTED EBITDA MARGIN, AND ADJUSTED EBITDA LESS SHARE-BASED COMPENSATION

 

EBITDA is defined as net income (loss) before interest expense, net, income tax expense and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude certain items which we believe are not reflective of ongoing operating performance or which, in the case of share-based compensation, is non-cash in nature. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenues. Adjusted EBITDA Less Share-Based Compensation is defined as Adjusted EBITDA minus share-based compensation expense. We believe that Adjusted EBITDA is an important measure that excludes costs that do not reflect the Company's ongoing operating performance, legal proceedings for intellectual property as further described below, and certain costs incurred on strategic transactions, including the Weatherford transaction. We believe that Adjusted EBITDA Less Share-Based Compensation presents our financial performance in a manner that is comparable to the presentation provided by many of our peers.

 

We periodically incur legal costs associated with the assertion of, or defense of, intellectual property, which we exclude from our definition of Adjusted EBITDA and Adjusted EBITDA Less Share-Based Compensation, unless we believe that settlement will occur prior to any material legal spend (included in the table below as “Professional Fees”). Although these costs may recur between periods, depending on legal matters then outstanding or in process, we believe the timing of when these costs are incurred does not typically match the settlement or recoveries associated with such matters, and therefore, can distort our operating results. Similarly, we exclude from Adjusted EBITDA and Adjusted EBITDA Less Share-Based Compensation the one-time settlement or recovery payment associated with these excluded legal matters when realized but would not exclude any go forward royalties or payments, if applicable. We expect to continue to incur these legal costs for current matters under appeal and for any future cases that may go to trial, provided that the amount will vary by period. 



   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2026

   

2025

   

2026

   

2025

 

Net (loss) income

  $ (3,037 )   $ 1,698     $ (1,296 )   $ 6,152  

Income tax benefit

    (1,367 )     (1,032 )     (533 )     (359 )

Interest expense, net

    84       68       110       110  

Depreciation

    1,289       1,235       2,582       2,439  

Amortization

    303       167       605       334  

EBITDA

    (2,728 )     2,136       1,468       8,676  

Share-based compensation (a)

    636       646       1,126       1,198  

Professional fees (b)

    3,490       370       4,050       1,359  

Foreign currency exchange loss (gain) (c)

    275       (1,201 )     385       (1,198 )

Other (d)

    200       272       433       402  

Adjusted EBITDA

  $ 1,873     $ 2,223     $ 7,462     $ 10,437  

Adjusted EBITDA Margin

    5 %     6 %     9 %     12 %

Adjusted EBITDA Less Share-Based Compensation

  $ 1,237     $ 1,577     $ 6,336     $ 9,239  

___________________

(a)

Represents non-cash compensation charges related to share-based compensation granted to our officers, employees and directors.

(b)

Represents non-capitalizable costs of professional services incurred or reversed in connection with our legal proceedings associated with the assertion of, or defense of, intellectual property as further described above, as well as costs incurred for the evaluation of actual and potential strategic transactions, including the Weatherford transaction. 

(c)

Represents realized and unrealized foreign currency exchange gains and losses primarily due to movement in the foreign currency exchange rates during the applicable periods.

(d)

Represents the impact of a research and development subsidy that is included in income tax expense in accordance with GAAP along with other charges and credits.



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