What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-11 compared with 2025-05-12 · 127 added, 75 removed, 386 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except par value)

March 31, December 31,

June 30, December 31,

Current Assets:

4 unchanged sentences

Prepaid expenses and other 2,846 1,075

Assets held for sale 2,227 —

Total current assets 48,882 48,176

28 unchanged sentences

(in thousands, except earnings per share)

Three months ended

Three months ended Six months ended

June 30, June 30,

2025 2024 2025 2024

Rental $ 39,580 $ 34,926 $ 78,490 $ 68,660

11 unchanged sentences

Retirement of rental equipment — — 728 5

Gain on sale of assets, net ( 54 ) —

Gain on disposition of assets, net ( 124 ) ( 229 ) ( 178 ) ( 229 )

Total operating costs and expenses 31,458 29,985 63,334 57,573

24 unchanged sentences

March 31, 2024 — $ — 13,694 $ 137 $ 116,754 $ 139,379 1,310 $ ( 15,004 ) $ 241,266

Stock-based compensation — — — — 242 — — — 242

Taxes paid related to net shares settlement of equity awards — — 33 — ( 98 ) — — — ( 98 )

Net income — — — — — 4,250 — — 4,250

June 30, 2024 — $ — 13,727 $ 137 $ 116,898 $ 143,629 1,310 $ ( 15,004 ) $ 245,660

Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Total Stockholders’ Equity

6 unchanged sentences

March 31, 2025 — $ — 13,784 $ 138 $ 118,768 $ 156,362 1,310 $ ( 15,004 ) $ 260,264

Stock-based compensation — — — — 579 — — — 579

Vesting of restricted stock/units — — 22 — 108 — — — 108

Exercise of common stock options — — 5 — 75 — — — 75

Net income — — — — — 5,188 — — 5,188

June 30, 2025 — $ — 13,811 $ 138 $ 119,530 $ 161,550 1,310 $ ( 15,004 ) $ 266,214

See accompanying notes to these unaudited condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three months ended

Six months ended

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Retirement of rental equipment 728 5

Gain on sale of assets, net ( 54 ) —

Gain on disposition of assets, net ( 178 ) ( 229 )

Amortization of debt issuance costs 506 315

2 unchanged sentences

Provision for credit losses 208 287

Loss (gain) on company owned life insurance 17 ( 184 )

Gain on company owned life insurance ( 17 ) ( 173 )

Changes in operating assets and liabilities:

8 unchanged sentences

Purchase of company owned life insurance — ( 17 )

Proceeds received from insurance for damages to equipment 99 —

Proceeds from disposition of assets, net 4 355

Proceeds from surrender of company owned life insurance — 43

NET CASH USED IN INVESTING ACTIVITIES ( 44,962 ) ( 27,881 )

3 unchanged sentences

Payments of other long-term liabilities — ( 385 )

Payments of debt issuance costs ( 1,187 ) ( 885 )

Proceeds from exercise of stock options 75 —

Taxes paid related to net share settlement of equity awards ( 6 ) ( 98 )

NET CASH (USED IN) / PROVIDED BY FINANCING ACTIVITIES ( 2,006 ) 7,825

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 10,882 ( 2,368 )

NET CHANGE IN CASH AND CASH EQUIVALENTS ( 1,817 ) 870

6 unchanged sentences

Accrued purchases of property and equipment $ 7,254 $ —

Right of use asset acquired through an finance lease $ — $ 532

Right of use assets acquired through an finance lease $ — $ 1,751

See accompanying notes to these unaudited condensed consolidated financial statements.

11 unchanged sentences

All significant intercompany accounts and transactions for the periods presented have been eliminated in consolidation.

These financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for the fair presentation of our financial position at March 31, 2025, and the results of our operations for the three months ended March 31, 2025, and 2024.

These financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for the fair presentation of our financial position as of June 30, 2025, and the results of our operations for the three and six months ended June 30, 2025, and 2024, respectively.

As permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”), the accompanying Condensed Consolidated Financial Statements do not include all disclosures normally required by GAAP.

These financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

In our opinion, the Condensed Consolidated Financial Statements represent a fair representation of our financial position, results of operations, changes in stockholders’ equity and cash flows for the periods presented.

Although we review our products to analyze the nature of our revenue, costs and expenses, the net income and non-GAAP financial measures including EBITDA and Adjusted gross margin are not captured or analyzed by these categories.

Our chief executive officer (“CEO”) serves as the CODM and does not make resource allocation decisions or assess the performance of the business based on these categories, but rather on the entire entity in the aggregate.

In our opinion, the Condensed Consolidated Financial Statements provide a fair representation of our financial position, results of operations, changes in stockholders’ equity and cash flows for the periods presented.

Although we review our service and product offerings to analyze the nature of our revenue, costs and expenses, the net income and non-GAAP financial measures including EBITDA and Adjusted gross margin are not captured or analyzed by these categories.

Our chief executive officer (“CEO”) serves as the chief operating decision maker and does not make resource allocation decisions or assess the performance of the business based on these categories, but rather on the entire entity in the aggregate.

Accordingly, the measures of profit and loss and total assets are effectively those of the Company as a whole as reflected in these Condensed Consolidated Financial Statements.

2 unchanged sentences

In our Condensed Consolidated Statements of Operations, (gains) and losses on the sale of assets have been reclassified from selling, general and administrative expenses to a stand-alone caption included within total operating income.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2025.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2025.

Recently Issued Accounting Pronouncements

5 unchanged sentences

The following table summarizes our trade accounts receivable from customers as of the dates presented:

March 31, December 31,

June 30, December 31,

Trade accounts receivable

2 unchanged sentences

14,260 16,875

Allowance for credit losses

Provision for credit losses

( 518 ) ( 1,249 )

3 unchanged sentences

Rental revenue and sales from Occidental Permian, LTD.

(“Oxy”) in the three months ended March 31, 2025 and 2024 amounted to 46 percent and 51 percent of revenue, respectively.

(“Oxy”) in the six months ended June 30, 2025 and 2024 amounted to 47 percent and 51 percent of revenue, respectively.

No other single customer accounted for more than 10 percent of our revenues during these periods.

Likewise, Oxy’s accounts receivable balances amounted to 47 percent and 52 percent of our accounts receivable as of March 31, 2025, and December 31, 2024, respectively.

Likewise, Oxy’s accounts receivable balances amounted to 50 percent and 52 percent of our accounts receivable as of June 30, 2025, and December 31, 2024, respectively.

No other customers amounted to more than 10 percent of our accounts receivable as of these dates.

Allowance for Credit Losses

The following table summarizes the changes in our allowance for credit losses for the periods presented:

Three months ended Year ended

March 31, December 31,

Provision for Credit Losses

The following table summarizes the changes in our provision for credit losses for the periods presented:

Six months ended Year ended

June 30, December 31,

Beginning balance $ 1,249 $ 823

2 unchanged sentences

Ending balance $ 518 $ 1,249

Management believes that the allowance is adequate;

however, actual write-offs may exceed the recorded allowance.

The substantial write-off of the allowance for credit losses during the three months ended March 31, 2025 reflects certain aged receivables that are no longer deemed collectible.

Management believes that the provision is adequate;

however, actual write-offs may exceed the recorded provision.

The substantial write-off of the provision for credit losses during the six months ended June 30, 2025 reflects certain aged receivables that are no longer deemed collectible.

The following table summarizes the components of our inventory, net of allowance for obsolescence, as of the dates presented:

March 31, December 31,

June 30, December 31,

Raw materials, net of allowance of $ 1,499 and $ 4,379 , respectively

6 unchanged sentences

The following table summarizes the changes in our allowance for obsolescence for the periods presented:

March 31, December 31,

June 30, December 31,

Beginning balance $ 5,867 $ 4,004

2 unchanged sentences

Ending balance $ 2,519 $ 5,867

The substantial write-off of the allowance for obsolescence during the three months ended March 31, 2025 reflects the disposal of inventory items, including engines, frames and coolers, among other items that were previously held and reserved at our former Midland, Texas fabrication facility.

The substantial write-off of the allowance for obsolescence during the six months ended June 30, 2025 reflects the disposal of inventory items, including engines, frames and coolers, among other items that were previously held and reserved at our former Midland, Texas fabrication facility.

Assets Held for Sale

During the second quarter of 2025, we completed all activities necessary to terminate operations at our fabrication, repair and overhaul facility in Midland, Texas (the (“Midland Facility”) and prepared the site, which includes an industrial building and land, for sale.

Accordingly, depreciation of the facility was suspended and the combined net carrying value of the building and land, or $ 2.2 million, was reclassified from property and equipment to an asset held for sale included as a component of current assets on our Condensed Consolidated Balance Sheet as of June 30, 2025.

We have engaged a broker and are actively marketing the facility.

The closure of the Midland Facility was part of our strategy to streamline and outsource our assembly operations and monetize company-owned real estate as disclosed previously.

We anticipated that we will complete a sale transaction for the Midland Facility within the next twelve months.

Beginning in the first quarter of 2025, all equipment with continuing productive value was transferred from the Midland Facility to certain of our other regional service centers.

By the end of April 2025, the Midland Facility was completely vacant in anticipation of the eventual sale.

In addition, we disposed of all inventory items, including engines, frames and coolers, among other items that were fully reserved (see Note 4 ).

In connection with complete closure of the Midland Facility, we terminated eight employees and incurred $ 0.1 million of severance and termination benefits all of which were paid and settled during April 2025.

Rental Equipment

The following table summarizes our rental equipment and accumulated depreciation as of the dates presented:

March 31, December 31,

June 30, December 31,

Compressor units $ 627,823 $ 579,373

3 unchanged sentences

Rental equipment, net of accumulated depreciation $ 446,952 $ 415,021

We evaluated our rental equipment for potential impairments as of March 31, 2025, and December 31, 2024 and determined that none were present.

Depreciation expense for rental equipment was $ 7.7 million and $ 6.5 million for the three months ended March 31, 2025, and 2024, respectively.

We capitalized interest totaling approximately $ 0.6 million a nd $ 1.2 million , for the three months ended March 31, 2025, and 2024, respe ctively.

As of March 31, 2025, we had approximately $ 30.0 million of compressor units in work-in-process that were substantially complete, but awaiting final shipment to our customer locations, upon which we did not capitalize interest at the end of the period.

The reduction in capitalized interest for the 2025 period was due to the cessation of capitalization on the large number of units that were substantially complete as noted.

We evaluated our rental equipment for potential impairments as of June 30, 2025, and December 31, 2024 and determined that none were present.

Depreciation expense for rental equipment was $ 8.0 million and $ 6.9 million for the three months ended June 30, 2025, and 2024, respectively and $ 15.7 million and $ 13.4 million for the six months ended June 30, 2025, and 2024, respectively.

We capitalized interest totaling approximately $ 0.5 million and $ 1.3 million for the three months ended June 30, 2025, and 2024, respectively, and $ 1.1 million a nd $ 2.4 million , for the six months ended June 30, 2025, and 2024, respe ctively.

Property and Equipment

The following table summarizes our property and equipment as of the dates presented:

March 31, December 31,

June 30, December 31,

Land $ 1,562 $ 1,680

9 unchanged sentences

Total $ 22,664 $ 22,989

Depreciation expense for property and equipment was $ 0.9 million and $ 0.5 million for the three months ended March 31, 2025, and 2024, respectively.

Depreciation expense for property and equipment was $ 0.9 million and $ 0.8 million for the three months ended June 30, 2025, and 2024, respectively, and $ 1.9 million and $ 1.3 million for the six months ended June 30, 2025, and 2024, respectively.

During the quarter ended June 30, 2025, we reclassified certain items of property and equipment attributable to our former Midland Facility with a carrying value of $ 2.2 million to assets held for sale (see Note 5 ).

Supplemental Balance Sheet Disclosures

The following table summarizes the components of accrued liabilities as of the dates presented:

March 31, December 31,

June 30, December 31,

Accrued purchases $ 3,529 $ 2,085

7 unchanged sentences

Our outstanding long-term debt consists of the following, as of the dates presented:

March 31, December 31,

June 30, December 31,

Credit facility $ 182,000 $ 170,000

5 unchanged sentences

provided, however, the aggregate commitment amount is not permitted to exceed $ 500.0 million.

The obligations under the Credit Facility are secured by a first priority lien on most of our assets, including inventory and certain accounts receivable as well as a variable number of our leased compressor units.

The accordion feature is subject to certain conditions, including the absence of a default, the consent of new or existing lenders willing to provide additional commitments, and our pro forma compliance with the Credit Facility ’ s financial covenants.The obligations under the Credit Facility are secured by a first priority lien on most of our assets, including inventory and certain accounts receivable as well as a variable number of our leased compressor units.

The maturity date of the Credit Facility is February 28, 2028.

As of March 31, 2025, we had $ 168.0 million outstanding under our Credit Facility with a weighted average interest rate of 7.93 %.

As of March 31, 2025, prior to the effective date of the Fourth Amendment, we had approximately $ 132.0 million available for borrowing under the Credit Facility, subject to a borrowing base determination.

As of March 31, 2025, we were in compliance with all financial covenants in our Credit Facility.

As of June 30, 2025, we had $ 182.0 million outstanding under our Credit Facility with a weighted average interest rate of 7.23 %.

As of June 30, 2025 we had approximately $ 172.3 million available for borrowing under the Credit Facility, subject to a borrowing base determination.

As of June 30, 2025, we were in compliance with all financial covenants in our Credit Facility.

Borrowing Base .

20 unchanged sentences

or change the nature of our business.

In addition, we are subject to certain financial covenants in the Credit Facility that require us to maintain (i) a leverage ratio, as defined, less than or equal to (a) 3.75 to 1.00 for fiscal quarters ending on March 31, 2025 and June 30, 2025, (b) and 3.50 to 1.00 for each fiscal quarter thereafter and (ii) a fixed charge coverage ratio greater than or equal to 1.25 to 1.00 as of the last day of each fiscal quarter.

In addition, we are subject to certain financial covenants in the Credit Facility that require us to maintain (i) a leverage ratio, as defined, less than or equal to (a) 3.75 to 1.00 for fiscal quarter ending on June 30, 2025, (b) and 3.50 to 1.00 for each fiscal quarter thereafter and (ii) a fixed charge coverage ratio greater than or equal to 1.25 to 1.00 as of the last day of each fiscal quarter.

Events of Default and Acceleration .

13 unchanged sentences

We generated significant NOLs during 2018 and 2019 and filed carryback claims for these losses to the preceding five years.

In connection with the filing of these claims, we initially recorded a federal income tax receivable of approximately $ 15.0 million and an increase of approximately $ 10.1 million to our deferred tax liability as of March 31, 2020.

During 2020, we received federal income tax refunds corresponding to the 2018 NOL carryback leaving approximately $ 11.3 million remaining to be refunded.

In conjunction with the remaining $ 11.3 million income tax refund claim, we received a notice from the Internal Revenue Service (“IRS”) on March 8, 2023, stating that our income tax returns for 2015, 2016, 2017 and 2019 were selected for examination.

During 2020, we received federal income tax refunds corresponding to the 2018 NOL carryback leaving approximately $ 11.4 million remaining to be refunded in connection with the 2019 NOL carryback.

In conjunction with the remaining income tax refund claim, we received a notice from the Internal Revenue Service (“IRS”) on March 8, 2023, stating that our income tax returns for 2015, 2016, 2017 and 2019 were selected for examination.

Furthermore and as is customary for income tax refunds of this magnitude, the IRS is required to review the refund claim and provide a report to the Joint Committee on Taxation of the U.S.

Congress (“JCT”).

Our request for refund was formally submitted to the JCT for their review and we are currently awaiting their response.

Our request for refund was formally submitted to the JCT for their review during the second quarter of 2025 and we are currently awaiting their response.

As a result of the submission of the refund claim to the JCT, the IRS has effectively completed their review of the income tax returns for 2015, 2016 and 2017;

however, the tax return for 2019 remains technically subject to review until a response is received from the JCT.

Commitments and Contingencies

6 unchanged sentences

The following table summarizes our revenue disaggregated by product or service type for the periods presented:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Rental $ 39,580 $ 34,926 $ 78,490 $ 68,660

1 unchanged sentence

Other (Parts/Rebuilds) 621 2,212 1,727 3,432

750 2,270 2,677 4,773

Aftermarket services 1,052 1,295 1,598 1,965

Total revenue $ 41,382 $ 38,491 $ 82,765 $ 75,398

No amounts were recognized in revenue attributable to deferred revenue during the three months ended March 31, 2025.

We recognized $ 0.4 million in revenue for the three months ended March 31, 2024, that was included in accrued liabilities as deferred revenue at the beginning of 2024.

No amounts were recognized in revenue attributable to deferred revenue during the six months ended June 30, 2025.

We recognized $ 0.4 million in revenue for the six months ended June 30, 2024, that was included in accrued liabilities as deferred revenue at the beginning of 2024.

Transaction Price Allocated to the Remaining Performance Obligations

As of March 31, 2025, and December 31, 2024, we had no deferred revenue related to unsatisfied performance obligations.

As of June 30, 2025, and December 31, 2024, we had no deferred revenue related to unsatisfied performance obligations.

Contract Costs

5 unchanged sentences

The following table summarizes the total stock-based compensation expense recognized during the periods presented:

Three months ended March 31,

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Equity-classified $ 579 $ 242 $ 938 $ 516

Liability-classified (1)

(1) Represents compensation expense associated with awards that may be settled in cash at the option of the grantee including a nominal amount (less than $ 1 thousand) during the 2025 period and none during the 2024 period.

137 16 137 16

$ 716 $ 258 $ 1,075 $ 532

(1) Represents compensation expense associated with awards that may be settled in cash at the option of the grantee.

1998 Stock Option Plan

The Stock Option Plan provides for the granting of incentive and non-qualified stock options to our employees for up to 1,000,000 shares of common stock.

After consideration of the activity described in the table below, a total of 370,002 shares remained available for grant under the Stock Option Plan as of March 31, 2025.

After consideration of the activity described in the table below, a total of 395,669 shares remained available for grant under the Stock Option Plan as of June 30, 2025.

The last date that grants can be made under the Stock Option Plan is February 28, 2026.

A summary of all option activity during the three months ended March 31, 2025 is presented below:

A summary of all option activity during the six months ended June 30, 2025 is presented below:

Number of Shares Underlying

7 unchanged sentences

Expired ( 23,167 ) $ 22.90 $ —

Outstanding, March 31, 2025 151,168 $ 20.89 6.69 $ 344

Exercisable, March 31, 2025 64,921 $ 19.98 3.08 $ 261

The following table summarizes information about our stock options outstanding as of March 31, 2025:

Outstanding, June 30, 2025 120,234 $ 20.86 7.73 $ 634

Exercisable, June 30, 2025 49,819 $ 19.79 5.52 $ 339

The following table summarizes information about our stock options outstanding as of June 30, 2025:

Range of Exercise Prices:

8 unchanged sentences

120,234 7.73 $ 20.86 49,819 $ 19.79

The following table summarizes changes in our unvested stock options during the three months ended March 31, 2025:

The following table summarizes changes in our unvested stock options during the six months ended June 30, 2025:

Shares Weighted Average Grant Date Fair Value Per Share

4 unchanged sentences

Canceled/Forfeited ( 4,000 ) $ 12.46

Unvested, March 31, 2025

Unvested, June 30, 2025

70,415 $ 11.70

As of March 31, 2025, there was a total of approximately $ 0.6 million of unrecognized compensation cost related to unvested options which is expected to be recognized over the next 2.54 years.

As of June 30, 2025, there was a total of approximately $ 0.6 million of unrecognized compensation cost related to unvested options which is expected to be recognized over the next 2.33 years.

2019 Equity Incentive Plan

The Equity Incentive Plan provides for up to 1,150,000 shares of common stock for issuance in the form of awards for:

(i) stock options, (ii) stock appreciation rights, (iii) restricted awards in the form of restricted stock and restricted stock units (“RSUs ”) , (iv) performance share awards, including performance share unit (“PSUs ” ) and (v) other equity-based awards.

After consideration of the activity described in detail below, a total of 166,975 shares remained available for grant under the Equity Incentive Plan as of March 31, 2025.

On June 5, 2025, our stockholders approved an amendment to the Equity Incentive Plan (the “Amendment ” ) to increase the number of shares available by 500,000 shares up to a total of 1,650,000 shares of common stock for issuance in the form of awards for:

In addition, the Amendment extended the term of the Equity Incentive Plan by five years to June 20, 2034.

After consideration of the activity described in detail below, a total of 643,514 shares remained available for grant under the Equity Incentive Plan as of June 30, 2025.

Time-Vested RSUs

The following table summarizes all restricted stock and RSU activity during the three months ended March 31, 2025 is presented below:

The following table summarizes all restricted stock and RSU activity during the six months ended June 30, 2025 is presented below:

Shares Weighted Average

3 unchanged sentences

Granted 69,672 $ 22.67 $ 1,579

Exercised ( 22,891 ) $ 15.46 $ 580

Vested ( 53,094 ) $ 15.35 $ 1,327

Canceled/Forfeited ( 910 ) $ 22.19 $ 17

Outstanding, March 31, 2025 164,151 $ 18.50 4.81 $ 3,606

As of March 31, 2025, there was a total of approximately $ 2.1 million of unrecognized compensation cost related to unvested restricted stock and RSUs which is expected to be recognized over the next 2.5 years.

Outstanding, June 30, 2025 146,851 $ 19.71 4.27 $ 3,790

As of June 30, 2025, there was a total of approximately $ 2.1 million of unrecognized compensation cost related to unvested restricted stock and RSUs which is expected to be recognized over the next 2.12 years.

Cash Settled RSUs

The 2024 grant of RSUs to the independent Board members that can be settled in cash represent liability-classified awards.

The 2025 and 2024 grants of RSUs to the independent Board members that can be settled in cash represent liability-classified awards.

Compensation expense associated with these awards is based upon the fair value of NGS common stock at each reporting period relative to that portion of the service period that has passed.

5 unchanged sentences

Granted 13,368 $ 24.69 $ 330

Vested ( 8,430 ) $ 19.57 $ 165

Canceled/Forfeited ( 2,810 ) $ 19.57 $ 55

Outstanding, March 31, 2025 12,259 $ 19.50 0.30 $ 239

Outstanding, June 30, 2025 17,197 $ 23.50 0.78 $ 445

Performance Share Units

3 unchanged sentences

Due to the presence of the TSR measurement for the common equity of the peer companies, including NGS common stock, which is deemed a “market condition,” the grant-date fair values of the PSUs have been determined using a binomial pricing model, or a Monte Carlo simulation model.

The following table summarizes the weighted average grant date fair values of PSUs granted and the assumptions used in the Monte Carlo simulation model for the determination of the grant date fair values of our PSUs granted during the three months ended March 31, 2025:

Weighted-average grant date fair value of PSUs granted $ 28.05

2 unchanged sentences

Expected dividend yield — %

The following table summarizes all PSU activity during the three months ended March 31, 2025:

The following table summarizes all PSU activity during the six months ended June 30, 2025:

Shares Weighted Average

4 unchanged sentences

Canceled/Forfeited — $ —

Outstanding, March 31, 2025 96,198 $ 24.76 2.38 $ —

As of March 31, 2024, there was a total of approximately $ 2.0 million of unrecognized compensation cost related to the unvested portion of the PSUs which is expected to be recognized over the next 2.38 years.

Outstanding, June 30, 2025 96,198 $ 24.76 2.38 $ —

As of June 30, 2025 , there was a total of approximately $ 1.8 million of unrecognized compensation cost related to the unvested portion of the PSUs which is expected to be recognized over the next 2.13 years.

Earnings per Share

The following table reconciles the numerators and denominators of the basic and diluted earnings per share computation for the periods presented:

Three months ended

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Numerator for basic and diluted earnings per share:

9 unchanged sentences

Diluted $ 0.41 $ 0.34 $ 0.80 $ 0.75

The following table summarizes the actual number of stock-based compensation awards that were excluded from the determination of diluted earnings per share due to their anti-dilutive effect for the periods presented:

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Stock options 94,000 92,417 94,000 92,417

Restricted stock and RSUs 20,963 5,750 7,595 18,635

PSUs 47,029 — 47,029 —

161,992 98,167 148,624 111,052

Subsequent Events

We have evaluated all events subsequent to the balance sheet date as of March 31, 2025, and through the date this report was issued and determined that, other than the completion of the Fourth Amendment to the Credit Facility on April 18, 2025 (see Note 8 ), there have been no events that would require adjustments or additional disclosures to our Condensed Consolidated Financial Statements.

On July 30, 2025, our Board of Directors declared a cash dividend of $ 0.10 per share to stockholders of record as of August 8, 2025 expected to be paid on August 22, 2025.

On August 5, 2025, Brian Tucker, NGS management, and the Board, collectively reached the difficult decision that Mr.

Tucker will transition out of his role as President and COO.

This was driven solely by an unfortunate and unexpected family loss which changed Mr.

Tucker's personal circumstances.

His transition will take place over the next several months with a target end date of October 31, 2025.

Tucker remains fully committed to NGS during this time and beyond, if necessary.

On August 8, 2025, our Board of Directors approved a share repurchase program (the “Repurchase Plan”).

The Repurchase Plan provides for the repurchase of shares of our common stock from time to time in the open market as conditions, cash reserves, cash flows and the evaluation of uses of cash for operations, growth and share repurchase may allow.

The Repurchase Plan is limited to $ 6 million and expires on August 6, 2027.

We have evaluated all events subsequent to the balance sheet date as of June 30, 2025, and through the date this report was issued and determined that there have been no other events that would require adjustments or additional disclosures to our Condensed Consolidated Financial Statements.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

30 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements