ncsm20260331

ncsm20260331_10q.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ Quarterly Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2026

☐ Transition Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the transition period from ______ to ______

Commission file number: 001-38071

NCS Multistage Holdings, Inc.

(Exact name of registrant as specified in its charter)

	Delaware		46-1527455
	(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification number)

	19350 State Highway 249, Suite 600
	Houston, Texas		77070
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 453-2222

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☑
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of April 27, 2026, there were 2,624,523 shares of common stock outstanding.

Table of Contents

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive (Loss) Income	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

Signatures		37

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NCS MULTISTAGE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	*March 31,*			*December 31,*
	*2026*			*2025*
Assets
Current assets
Cash and cash equivalents	$	34,458		$	36,725
Accounts receivable—trade, net		35,798			40,507
Inventories, net		40,780			39,011
Prepaid expenses and other current assets		1,698			2,031
Other current receivables		4,258			3,644
Total current assets		116,992			121,918
Noncurrent assets
Property and equipment, net		19,266			19,849
Goodwill		16,387			16,387
Identifiable intangibles, net		5,686			5,989
Operating lease assets		4,472			4,817
Deposits and other assets		524			586
Deferred income taxes, net		11,256			11,653
Total noncurrent assets		57,591			59,281
Total assets	$	174,583		$	181,199
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable—trade	$	10,567		$	8,517
Accrued expenses		4,882			9,461
Income taxes payable		969			1,151
Operating lease liabilities		1,534			1,587
Contingent purchase consideration		—			1,250
Current maturities of long-term debt		2,291			2,385
Other current liabilities		1,635			4,175
Total current liabilities		21,878			28,526
Noncurrent liabilities
Long-term debt, less current maturities		4,909			5,259
Operating lease liabilities, long-term		3,385			3,716
Other long-term liabilities		200			202
Deferred income taxes, net		407			398
Total noncurrent liabilities		8,901			9,575
Total liabilities		30,779			38,101
Commitments and contingencies (Note 11)
Stockholders’ equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding at March 31, 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 March 31, 2026 and 2,613,603 shares issued and 2,545,535 shares outstanding at December 31, 2025		27			26
Additional paid-in capital		450,379			449,890
Accumulated other comprehensive loss		(86,583	)		(86,132	)
Retained deficit		(235,647	)		(235,276	)
Treasury stock, at cost, 95,210 shares at March 31, 2026 and 68,068 shares at December 31, 2025		(3,343	)		(2,269	)
Total stockholders' equity		124,833			126,239
Non-controlling interest		18,971			16,859
Total equity		143,804			143,098
Total liabilities and stockholders' equity	$	174,583		$	181,199

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NCS MULTISTAGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	*Three Months Ended*
	*March 31,*
	*2026*			*2025*
Revenues
Product sales	$	32,583		$	35,066
Services		13,054			14,939
Total revenues		45,637			50,005
Cost of sales
Cost of product sales, exclusive of depreciation and amortization expense shown below		19,729			20,352
Cost of services, exclusive of depreciation and amortization expense shown below		7,737			7,798
Total cost of sales, exclusive of depreciation and amortization expense shown below		27,466			28,150
Selling, general and administrative expenses		15,728			16,195
Depreciation		1,293			1,204
Amortization		302			167
Income from operations		848			4,289
Other income (expense)
Interest expense, net		(26	)		(42	)
Other income, net		1,863			883
Foreign currency exchange loss, net		(110	)		(3	)
Total other income		1,727			838
Income before income tax		2,575			5,127
Income tax expense		834			673
Net income		1,741			4,454
Net income attributable to non-controlling interest		2,112			398
Net (loss) income attributable to NCS Multistage Holdings, Inc.	$	(371	)	$	4,056
(Loss) earnings per common share
Basic (loss) earnings per common share attributable to NCS Multistage Holdings, Inc.	$	(0.14	)	$	1.58
Diluted (loss) earnings per common share attributable to NCS Multistage Holdings, Inc.	$	(0.14	)	$	1.51
Weighted average common shares outstanding
Basic		2,629			2,568
Diluted		2,629			2,686

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NCS MULTISTAGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands)

(Unaudited)

	*Three Months Ended*
	*March 31,*
	*2026*			*2025*
Net income	$	1,741		$	4,454
Foreign currency translation adjustments, net of tax of $0		(451	)		(11	)
Comprehensive income		1,290			4,443
Less: Comprehensive income attributable to non-controlling interest		2,112			398
Comprehensive (loss) income attributable to NCS Multistage Holdings, Inc.	$	(822	)	$	4,045

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NCS MULTISTAGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

	Three Months Ended March 31, 2026
	Preferred Stock				Common Stock				Additional Paid-In			Accumulated Other Comprehensive			Retained			Treasury Stock						Non-controlling		Total Stockholders'
	Shares		Amount		Shares		Amount		Capital			Loss			Deficit			Shares			Amount			Interest		Equity
Balances as of December 31, 2025		—	$	—		2,613,603	$	26	$	449,890		$	(86,132	)	$	(235,276	)		(68,068	)	$	(2,269	)	$	16,859	$	143,098
Share-based compensation		—		—		—		—		490			—			—			—			—			—		490
Net (loss) income		—		—		—		—		—			—			(371	)		—			—			2,112		1,741
Vesting of restricted stock		—		—		106,130		1		(1	)		—			—			—			—			—		—
Shares withheld		—		—		—		—		—			—			—			(27,142	)		(1,074	)		—		(1,074	)
Currency translation adjustment		—		—		—		—		—			(451	)		—			—			—			—		(451	)
Balances as of March 31, 2026		—	$	—		2,719,733	$	27	$	450,379		$	(86,583	)	$	(235,647	)		(95,210	)	$	(3,343	)	$	18,971	$	143,804

	Three Months Ended March 31, 2025
	Preferred Stock				Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Retained			Treasury Stock						Non-controlling		Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Loss			Deficit			Shares			Amount			Interest		Equity
Balances as of December 31, 2024		—	$	—		2,563,979	$	26	$	447,384	$	(87,604	)	$	(259,024	)		(56,549	)	$	(1,943	)	$	17,270	$	116,109
Share-based compensation		—		—		—		—		552		—			—			—			—			—		552
Net income		—		—		—		—		—		—			4,056			—			—			398		4,454
Vesting of restricted stock		—		—		43,383		—		—		—			—			—			—			—		—
Shares withheld		—		—		—		—		—		—			—			(9,964	)		(268	)		—		(268	)
Currency translation adjustment		—		—		—		—		—		(11	)		—			—			—			—		(11	)
Balances as of March 31, 2025		—	$	—

SEC Form 10-Q filed by NCS Multistage Holdings Inc.