v3.26.1
Note 1 - Basis of Presentation
6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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 completion and field development strategies. We offer our products and services primarily to exploration and production (“E&P”) companies for use both in onshore and offshore wells. We operate through service facilities principally located in Houston and Odessa, Texas; Tulsa and Oklahoma City, Oklahoma; Calgary, Red Deer, Grande Prairie and Estevan, Canada; Neuquén, Argentina; Aberdeen, United Kingdom 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 and 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, 2025 (“Annual Report”). We consolidate Repeat Precision, LLC and its subsidiary (“Repeat Precision”), an entity in which we own a 50% interest and have a controlling voting interest, operating in the United States and Mexico. The other party’s 50% ownership interest 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. 

 

Weatherford Transaction

 

As previously disclosed on Form 8-K filed on June 2, 2026, on May 31, 2026, NCS entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Weatherford International plc (“Weatherford”) and Trinity Bell Sub, Inc., a wholly owned subsidiary of Weatherford (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the terms and conditions therein, Merger Sub will merge with and into NCS (the “Merger”), with NCS continuing as the surviving corporation, becoming a wholly owned subsidiary of Weatherford. 

 

On July 6, 2026 (as amended on July 17, 2026), Weatherford filed a Registration Statement on Form S-4 with the SEC, which was declared effective on July 21, 2026. At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive, at the election of the holder: (i) 0.5537 Weatherford ordinary shares (the “Share Consideration”), or (ii) a combination of cash and Weatherford ordinary shares consisting of (a) cash in an amount equivalent to 0.1371 Weatherford ordinary shares (subject to a maximum cash election amount) and (b) 0.2392 Weatherford ordinary shares (together with the Share Consideration, the “Merger Consideration”). Shares for which no election is made will be converted into the right to receive the Share Consideration. 

 

The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including required regulatory approvals and other customary conditions. On May 31, 2026, the holder of more than 50% of our outstanding common stock executed a written consent approving and adopting the Merger Agreement; accordingly, no further stockholder approval is required. The Merger is expected to close in the second half of 2026. The descriptions of the Merger contained in this Quarterly Report on Form 10-Q, including the descriptions of the Merger Agreement, Merger Consideration and related election mechanics and the treatment of outstanding equity awards, do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement. 

 

The Merger Agreement contains customary representations, warranties, covenants, and termination provisions, including termination rights for each party under certain circumstances. The Merger Agreement also provides for the payment of termination fees under specified conditions, including a fee of $9.7 million payable by Weatherford or $5.5 million payable by NCS, as applicable. 

 

During the three and six months ended June 30, 2026, we recorded approximately $2.3 million of transaction-related costs associated with the Merger, which are included in selling, general and administrative expenses in the condensed consolidated statements of operations.

 

Significant Accounting Policies

 

Our significant accounting policies are described in “Note 2. Summary of Significant Accounting Policies” in our Annual Report.

 

Recent Accounting Pronouncements

 

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU modernizes the accounting for internal-use software costs to be less prescriptive, allowing capitalization once management has authorized and committed to a software project that is deemed probable to complete, without significant development uncertainty. In addition, this pronouncement clarifies that certain disclosures for capitalized internal-use software intangible assets are not required and amends existing guidance on website development cost. The new standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance.

 

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires additional disclosure of certain costs and expenses within the notes to the financial statements. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of the adoption of this guidance.