NPK International Inc.: Form 10-Q for the period ended Jun 30, 2025

The following discussion of our financial condition, results of operations, liquidity, and capital resources should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this report as well as our Annual Report on Form 10-K for the year ended December 31, 2024. Our second quarter represents the three-month period ended June 30 and our first half represents the six-month period ended June 30. Unless otherwise noted, all currency amounts are stated in U.S. dollars. The reference to a “Note” herein refers to the accompanying Notes to Unaudited Condensed Consolidated Financial Statements contained in Item 1 “Financial Statements.”

Overview

NPK International Inc. (“NPK,” the “Company,” “we,” “our,” or “us”) is a temporary worksite access solutions company that manufactures, sells, and rents recyclable composite matting products, along with a full suite of services, including planning, logistics, and site restoration. For the first half of 2025, 67% of our revenues were generated from the rental of our recyclable composite matting systems, along with related site construction and services to customers in various markets including power transmission, oil and natural gas exploration and production, pipeline, renewable energy, petrochemical, construction and other industries within the United States and United Kingdom. The remaining 33% of our revenues for the first half of 2025 were generated from the sale of our manufactured recyclable composite mats to customers around the world, with power transmission being the primary end market.

We previously operated a Fluids Systems business, which was historically reported as a separate operating segment, that provided drilling and completion fluids products and related technical services to customers for oil, natural gas, and geothermal projects primarily in Europe, the Middle East and Africa, and North America, as well as certain countries in Asia Pacific. On September 13, 2024, we completed the sale of substantially all of the Company’s Fluids Systems segment (the “Sale Transaction”) to SCF Partners, a leading private equity firm serving the global energy industry (the “Purchaser”). The results of operations of Fluids Systems are reported in discontinued operations in the consolidated statements of operations. All results and information in the consolidated financial statements and related notes are presented for our continuing operations and exclude Fluids Systems unless otherwise noted specifically as discontinued operations. See Note 2 for additional information.

2025 Priorities

Our long-term strategy includes key foundational elements that are intended to enhance long-term shareholder value creation:

• Accelerate Organic Growth – We seek to accelerate revenue growth primarily through the expansion of our rental business, which includes a combination of geographic expansion to new growth territories, primarily within the U.S., while also expanding customer market share within currently-served markets, and/or expanding our offering into adjacent products or services that are valued by our customers and leverage our core competencies. We prioritize investment capital to support this objective, where over the past several years, we have seen the strong market adoption of our specialty rental products and differentiated service offering. During the first half of 2025, we made net investments of $16 million in the expansion of our rental fleet, expanding the rental fleet by approximately 8%. Rental and service revenues increased $18 million, or 25%, year-over-year for the first half of 2025.
• Pursue Inorganic Growth – We seek to accelerate our growth and enhance shareholder value through strategically-aligned inorganic actions, leveraging our scale to increase our value and relevance to customers.
• Drive Operational Efficiency – We are focused on efficiency improvements and operating cost optimization across every aspect of our business. With a simplified business model, we continue to evaluate and execute actions intended to streamline the organization and our cost structure, driving improvements in profitability, with the goal of driving SG&A as a percentage of revenue to a mid-teens range by early 2026. During the first half of 2025, we incurred $0.4 million of severance expense associated with our streamlining efforts. SG&A as a percentage of revenues was 19.1% for the first half of 2025 compared to 21.0% for the first half of 2024.
• Enhance Return on Capital – We are committed to maintaining a strong balance sheet, prioritizing organic investment to expand our rental business while evaluating accretive inorganic growth opportunities to accelerate growth and returning excess cash generation via programmatic share repurchases. In 2024, our share repurchase program was restricted due to the Fluids Systems sale process. In April 2025, our Board of Directors increased the remaining authorization under the repurchase program to $100.0 million. During the first half of 2025, we utilized $17.0 million to repurchase 2.6 million shares (3% of our outstanding shares) under our repurchase program.

Second Quarter of 2025 Compared to Second Quarter of 2024

Consolidated Results of Operations

Summarized results of operations for the second quarter of 2025 compared to the second quarter of 2024 are as follows:

(In thousands)

The following table presents further disaggregated revenues by type:

(In thousands)

Revenues

Revenues increased 2% to $68.2 million for the second quarter of 2025, compared to $66.8 million for the second quarter of 2024, including a 27% increase in rental and service revenues partially offset by a 28% decrease in product sales revenues. Rental revenues increased $8.0 million (34%), primarily due to higher rental volume driven by our organic growth efforts, partially offset by lower average pricing resulting primarily from a higher mix of large-scale, longer-term rental projects. Service revenues increased $1.9 million (15%), primarily attributable to the increased level of customer rental projects. Product sales revenues decreased $8.4 million (28%), as sales volumes typically fluctuate based on the timing of customer projects and orders. The majority of the 2025 and 2024 revenues were derived from customers in the power transmission sector.

Cost of revenues

Cost of revenues increased 3% to $43.1 million for the second quarter of 2025 (36.9% gross profit margin), compared to $42.0 million for the second quarter of 2024 (37.2% gross profit margin), primarily driven by the 2% increase in revenues described above. The slight decline in gross profit margin is primarily attributable to elevated cross-rent costs required to meet the significant surge in customer project activity in the second quarter of 2025, partially offset by the effect of an improved mix, including a higher proportion of rental revenues and a lower proportion of service revenues.

Selling, general and administrative expenses

Selling, general and administrative expenses increased to $13.7 million for the second quarter of 2025, compared to $12.8 million for the second quarter of 2024. Selling, general and administrative expenses as a percentage of revenues was 20.0% for the second quarter of 2025 compared to 19.1% for the second quarter of 2024. The second quarter of 2025 includes a $1.2 million charge related to performance-based awards measured on the Company’s total shareholder return (“TSR”) as compared to the TSR of a designated peer group, while the second quarter of 2024 included a $0.8 million charge. The second quarter of 2025 and 2024 both also included $0.3 million of severance costs.

Other operating (income) loss, net

Other operating (income) loss, net primarily includes gains and losses on sales of non-rental assets.

Foreign currency exchange

Foreign currency exchange for the second quarter of 2025 and 2024 reflects the impact of currency translation on assets and liabilities (including intercompany balances) that are denominated in currencies other than functional currencies, principally related to our U.K. operations.

Interest (income) expense, net

Interest income, net was minimal for the second quarter of 2025 compared to $0.9 million of interest expense, net for the second quarter of 2024. The decrease in interest expense is primarily due to interest income of $0.6 million earned in the second quarter of 2025 as well as a decrease in average debt outstanding. In the second quarter of 2025, we recognized a charge of $0.2 million in interest expense for the write-off of debt issuance costs in connection with the termination of our Amended ABL Facility. Discontinued operations in the second quarter of 2024 also included an allocation of interest expense of $0.5 million on corporate debt.

Provision for income taxes from continuing operations

The provision for income taxes from continuing operations was $3.5 million for the second quarter of 2025, reflecting an effective tax rate of 28%, compared to income taxes of $2.5 million for the second quarter of 2024, reflecting an effective tax rate of 22%. The increase in effective tax rate is primarily attributable to a higher tax benefit recognized in 2024 for stock based compensation compared to 2025.

Income (loss) from discontinued operations, net of tax

Income (loss) from discontinued operations, net of tax reflects the former Fluids Systems segment, which was sold in the third quarter of 2024. See Note 2 for additional information.

First Half of 2025 Compared to First Half of 2024

Consolidated Results of Operations

Summarized results of operations for the first half of 2025 compared to the first half of 2024 are as follows:

(In thousands)

The following table presents further disaggregated revenues by type:

(In thousands)

Revenues

Revenues increased 15% to $133.0 million for the first half of 2025, compared to $115.8 million for the first half of 2024, including a 25% increase in rental and service revenues partially offset by a 2% decrease in product sales revenues. Rental revenues increased $14.8 million (33%), primarily due to higher rental volume driven by our organic growth efforts, slightly offset by lower pricing. Service revenues increased $3.3 million (12%), primarily attributable to the increased level of customer rental projects. Product sales revenues decreased slightly (2%), reflecting continued strength in customer adoption of manufactured composite matting products relative to timber-based products that continue to be the primary solution used for temporary worksite access. The majority of the 2025 and 2024 revenues were derived from customers in the power transmission sector.

Cost of revenues

Cost of revenues increased 13% to $82.6 million for the first half of 2025 (37.9% gross profit margin), compared to $73.3 million for the first half of 2024 (36.7% gross profit margin), primarily driven by the 15% increase in revenues described above. The improvement in gross profit margin is primarily attributable to the effects of an improved revenue mix, including a higher proportion of rental revenues and a lower proportion of service revenues.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $1.1 million to $25.4 million for the first half of 2025, compared to $24.3 million for the first half of 2024. Selling, general and administrative expenses as a percentage of revenues was 19.1% for the first half of 2025 compared to 21.0% for the first half of 2024. The first half of 2025 includes a $1.2 million charge related to performance-based awards measured on the Company’s TSR as compared to the TSR of a designated peer group, while the second half of 2024 included a $0.8 million charge. The first half of 2025 also included $0.4 million of severance costs, compared to $0.6 million in the first half of 2024.

Other operating (income) loss, net

Other operating (income) loss, net primarily includes gains and losses on sales of non-rental assets. The first half of 2024 included a $0.6 million gain related to a legal settlement.

Foreign currency exchange

Foreign currency exchange for the first half of 2025 and 2024 reflects the impact of currency translation on assets and liabilities (including intercompany balances) that are denominated in currencies other than functional currencies, principally related to our U.K. operations.

Interest (income) expense, net

Interest income, net was minimal for the first half of 2025 compared to $1.7 million of interest expense, net for the first half of 2024. The decrease in interest expense is primarily due to interest income of $1.0 million earned in the first half of 2025 as well as a decrease in average debt outstanding. Discontinued operations in the first half of 2024 also included an allocation of interest expense of $0.9 million on corporate debt.

Provision for income taxes from continuing operations

The provision for income taxes from continuing operations was $7.0 million for the first half of 2025, reflecting an effective tax rate of 27%, compared to income taxes of $4.4 million for the first half of 2024, reflecting an effective tax rate of 26%.

Income (loss) from discontinued operations, net of tax

Income (loss) from discontinued operations, net of tax reflects the former Fluids Systems segment, which was sold in the third quarter of 2024. See Note 2 for additional information.

Liquidity and Capital Resources

We elected not to adjust the consolidated statements of cash flows to separately present cash flows attributable to discontinued operations. As a result, the below descriptions of net cash provided by or used in operating, investing, and financing activities represent the consolidated cash flows of the Company for such activities.

Net cash provided by operating activities was $30.3 million for the first half of 2025 compared to $39.5 million for the first half of 2024. Net income adjusted for non-cash items provided cash of $38.2 million in the first half of 2025, compared to $30.5 million in 2024. Changes in working capital used cash of $7.9 million in the first half of 2025, compared to $9.1 million of cash provided in 2024.

Net cash used in investing activities was $0.8 million for the first half of 2025, which includes $21.7 million in capital expenditures partially offset by $14.5 million in additional proceeds from the sale of the Fluids Systems business. The substantial majority of our capital expenditures for the first half of 2025 and 2024 were directed to expanding our mat rental fleet. In addition, we received $3.3 million in proceeds from the sale of assets in the first half of 2025, which includes the sale of used mats from our mat rental fleet. Net cash used in investing activities was $17.0 million for the first half of 2024 primarily related to capital expenditures.

Net cash used in financing activities was $21.8 million for the first half of 2025, primarily reflecting $19.3 million in purchases of treasury stock, including purchases under our repurchase program and shares withheld upon vesting of employee equity awards for the settlement of tax obligations. Net cash used in financing activities was $25.0 million for the first half of 2024.

Substantially all of the $26.0 million of cash on hand at June 30, 2025 resides in the U.S. We primarily manage our liquidity utilizing cash on hand and availability under our Credit Facility and other existing financing arrangements.

We expect future working capital requirements for our operations will generally fluctuate directionally with revenues, and we expect capital expenditures in 2025 to be $35 million to $40 million, with spending primarily focused on the expansion of our mat rental fleet to further support our market penetration efforts. We also expect to use a portion of our existing liquidity to return value to our shareholders and pursue our long-term strategic initiatives. We expect cash on hand and cash generated by operations, as well as the projected availability under our Credit Facility and other existing financing arrangements, to be adequate to fund our current operations during the next 12 months.

Our capitalization is as follows:

(In thousands)

Credit Facility. On June 20, 2025, we entered into a U.S. senior secured revolving credit agreement (the “Credit Facility”) with a group of lenders that provides financing of up to $150 million available for borrowings (inclusive of letters of credit), which can be increased up to $250 million, subject to certain conditions. The Credit Facility and the loans made under the Credit Facility are secured by a first priority lien on substantially all of the personal property of the Company and its significant U.S. subsidiaries as guarantors (subject to customary exceptions and exclusions). The Credit Facility will mature on June 20, 2030. The Credit Facility replaced the Amended ABL Facility (as defined below).

As of June 30, 2025, we had no outstanding borrowings and $2.0 million in outstanding letters of credit, resulting in $148.0 million of remaining availability under the Credit Facility.

Under the terms of the Credit Facility, we may elect to borrow at a variable interest rate based on either the Term SOFR rate or an alternate base rate plus, in each case, a per annum applicable margin. The applicable margin will range from 1.75% to 2.25% for Term SOFR loans and 0.75% to 1.25% for alternate base rate loans, based on the consolidated leverage ratio (as defined in the Credit Facility) as of the last day of the most recent fiscal quarter. We are also required to pay a commitment fee on the unused portion of the Credit Facility ranging from 0.25% to 0.35% per annum based on the consolidated leverage ratio.

As of June 30, 2025, the applicable margin for loans under the Credit Facility was 1.75% for Term SOFR loans and 0.75% for alternate base rate loans, and the applicable commitment fee was 0.25% per annum.

The Credit Facility requires compliance with a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio, each as defined in the Credit Facility. In addition, at our option, we may choose to increase the maximum consolidated leverage ratio for a certain period following a significant acquisition, subject to certain limitations, as defined in the Credit Facility. As of June 30, 2025, we were in compliance with required ratios.

The Credit Facility contains various customary representations, warranties and covenants that, among other things and subject to certain specified circumstances and exceptions, restrict or limit the ability of the Company and its subsidiaries to incur indebtedness (including guarantees), grant liens, make investments, pay dividends or distributions with respect to capital stock or make other restricted payments, make prepayments on other indebtedness, engage in mergers or other fundamental changes, dispose of property, or change the nature of their business.

The Credit Facility includes various events of default (subject to certain materiality thresholds and/or grace periods), including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross-default to other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests or invalidity of loan documents, certain ERISA events, unsatisfied or unstayed judgments and change of control.

Asset-Based Loan Facility. Our U.S. asset-based revolving credit agreement, as amended and restated in September 2024 (the “Amended ABL Facility”) provided financing of up to $100 million available for borrowings (inclusive of letters of credit), with a term expiring May 2027. We terminated the Amended ABL Facility in June 2025 and replaced it with the Credit Facility, as discussed above. As of the date of termination, we had no outstanding borrowings under the Amended ABL Facility. In the second quarter of 2025, we recognized a charge of $0.2 million in interest expense for the write-off of debt issuance costs in connection with the termination of the Amended ABL Facility.

Other Financing Arrangements. We maintain finance leases primarily related to transportation equipment. During the first half of 2025, we entered into $3.3 million of new finance lease liabilities in exchange for leased assets.

In addition, at June 30, 2025, we had $5.8 million in outstanding letters of credit (inclusive of the amount outstanding under the Credit Facility as described above), performance bonds, and other guarantees.

Critical Accounting Estimates and Policies

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), which requires management to make estimates and assumptions that affect the reported amounts and disclosures. Significant estimates used in preparing our consolidated financial statements include estimated cash flows and fair values used for impairments of long-lived assets, including goodwill and other intangibles, and valuation allowances for deferred tax assets. Our estimates are based on historical experience and on our future expectations that we believe to be reasonable. The combination of these factors forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from our current estimates and those differences may be material.

For additional discussion of our critical accounting estimates and policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024. Our critical accounting estimates and policies have not materially changed since December 31, 2024.

We are exposed to market risk from changes in interest rates and changes in foreign currency exchange rates. A discussion of our primary market risk exposure in financial instruments is presented below.

Interest Rate Risk

We are primarily exposed to interest rate risk through our Credit Facility, which is subject to variable interest rates as determined by the debt agreement. At June 30, 2025, we had no borrowings under our Credit Facility.

Foreign Currency Risk

Following the Fluids Systems sale in September 2024, our principal foreign operations are currently conducted in the U.K., which contributed approximately 7% of our consolidated revenues for the first half of 2025. We have foreign currency exchange risks associated with these operations, which are conducted principally in British pounds. Historically, we have not used off-balance sheet financial hedging instruments to manage foreign currency risks when we enter into a transaction denominated in a currency other than our local currencies.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this quarterly report in accordance with Rules 13a-15 and 15d-15 under the Exchange Act. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025, the end of the period covered by this quarterly report.

Changes in Internal Control Over Financial Reporting

There were no changes in internal control over financial reporting during the quarter ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no material changes during the period ended June 30, 2025 to our “Risk Factors” as discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.