NCSM — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-07-31

• As previously disclosed on 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, wi…

• We have incurred, and expect to incur additional, transaction-related costs in connection with the proposed merger and may experience disruptions to our business, operations and relationships with customers, suppliers and employees as the transaction progresses. While the Merger is pending, we are s…

• Based on year-to-date E&P company drilling and completion activity, expected capital budgets for the remainder of 2026, and recent industry reports, we believe that Canadian and U.S. activity levels will increase modestly in 2026 compared to 2025, and overall industry spending in international marke…

• Revenues were $38.4 million for the three months ended June 30, 2026 compared to $36.5 million for the three months ended June 30, 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 Preci…

• Selling, general and administrative expenses were $18.0 million for the three months ended June 30, 2026, compared to $13.6 million for the three months ended June 30, 2025. The increase was primarily driven by higher professional fees of $3.4 million, which includes $2.7 million of fees related to …

Text removed vs the prior filing · source: 10-Q · 2026-04-30

• Based on year-to-date E&P company drilling and completion activity, expected capital budgets for the remainder of 2026, and recent industry reports, we believe: (i) Canadian and U.S. activity levels will remain stable relative to 2025, as many North American E&P operators continue to emphasize capit…

• Revenues were $45.6 million for the three months ended March 31, 2026 compared to $50.0 million for the three months ended March 31, 2025. Product sales and services revenue declined year-over year. The decrease was primarily attributable to lower Canada-based revenues resulting from decreases in ma…

• Selling, general and administrative expenses were $15.7 million for the three months ended March 31, 2026, compared to $16.2 million for the three months ended March 31, 2025. The decrease was primarily driven by annual incentive bonus accruals which were $0.7 million lower in 2026, as well as lower…

• Other income, net was $1.9 million for the three months ended March 31, 2026, compared to $0.9 million for the three months ended March 31, 2025. The year-over-year increase was primarily attributable to more royalty income from licensees and higher scrap sales.

• Income tax expense was $0.8 million for the three months ended March 31, 2026 as compared to $0.7 million for the three months ended March 31, 2025. Our effective tax rate (“ETR”) from continuing operations was 32.4% and 13.1% for the three months ended March 31, 2026 and 2025, respectively. The inc…

Text added vs the prior filing · source: 10-Q · 2026-07-31

• The proposed merger with Weatherford is subject to closing conditions and may not be completed, which could adversely affect our business and operating results.

• The completion of the proposed merger with Weatherford is subject to the satisfaction or waiver of various closing conditions, including the receipt of required regulatory approvals. These conditions may not be satisfied or waived in a timely manner, or at all, and the merger may be delayed or not c…

• The business relationships of NCS and its subsidiaries may be subject to disruption due to uncertainty associated with the proposed merger with Weatherford, which could have an adverse effect on the results of operations, cash flows, and financial position of NCS.

• Parties with which NCS, or its subsidiaries, do business may be uncertain as to the effects the proposed merger with Weatherford may have on them, including with respect to current or future business relationships with NCS, or its subsidiaries. These relationships may be subject to disruption as cus…

• Failure to complete the proposed merger with Weatherford could negatively affect the stock price and the future business and financial results of NCS.