NPK INTERNATIONAL INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
For the quarterly period ended
June 30, 2025
or
For the transition period from __________ to __________
Commission File Number:
001-02960
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
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| (Address of principal executive offices) | (Zip Code) | |||||||
(
281
)
362-6800
(Registrant’s telephone number, including area code)
| Not Applicable | ||
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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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.
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).
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 | ☐ |
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☑ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company |
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| Emerging growth company |
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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 Exchange Act).
Yes
☐
No
☑
As of August 4, 2025, a total of
84,432,766
shares of common stock, $0.01 par value per share, were outstanding.
NPK INTERNATIONAL INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2025
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. We also may provide oral or written forward-looking statements in other materials we release to the public. Words such as “will,” “may,” “could,” “would,” “should,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” and similar expressions are intended to identify these forward-looking statements but are not the exclusive means of identifying them. These forward-looking statements reflect the current views of our management as of the filing date of this Quarterly Report on Form 10-Q; however, various risks, uncertainties, contingencies, and other factors, some of which are beyond our control, are difficult to predict and could cause our actual results, performance, or achievements to differ materially from those expressed in, or implied by, these statements.
We assume no obligation to update, amend, or clarify publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities laws. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed in this Quarterly Report on Form 10-Q might not occur.
For further information regarding these and other factors, risks, and uncertainties that could cause actual results to differ, we refer you to the risk factors set forth in Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.
1
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
NPK International Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| (In thousands, except share data) | June 30, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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Receivables, net of allowance of $
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| Inventories |
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Property, plant and equipment, net |
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| Operating lease assets |
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| Goodwill |
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| Other intangible assets, net |
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| Deferred tax assets |
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| Other assets |
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| Total assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current debt | $ |
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$ |
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| Accounts payable |
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| Accrued liabilities |
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| Total current liabilities |
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| Long-term debt, less current portion |
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| Noncurrent operating lease liabilities |
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| Deferred tax liabilities |
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| Other noncurrent liabilities |
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| Total liabilities |
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| Commitments and contingencies (Note 10) |
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Common stock, $
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| Paid-in capital |
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| Accumulated other comprehensive loss |
(
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(
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| Retained earnings (deficit) |
(
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(
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Treasury stock, at cost (
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(
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(
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| Total stockholders’ equity |
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| Total liabilities and stockholders’ equity | $ |
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$ |
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See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
2
NPK International Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||||||||||||
| (In thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | $ |
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$ |
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$ |
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$ |
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| Cost of revenues |
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| Selling, general and administrative expenses |
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| Other operating (income) loss, net |
(
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(
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(
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(
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| Operating income from continuing operations |
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| Foreign currency exchange (gain) loss |
(
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(
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| Interest (income) expense, net |
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(
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| Income from continuing operations before income taxes |
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| Provision for income taxes from continuing operations |
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| Income from continuing operations |
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| Income (loss) from discontinued operations, net of tax |
(
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(
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(
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| Net income | $ |
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$ |
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$ |
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$ |
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| Income (loss) per common share - basic | |||||||||||||||||||||||
| Income from continuing operations | $ |
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$ |
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$ |
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$ |
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| Income (loss) from discontinued operations |
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(
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| Net income | $ |
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$ |
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$ |
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$ |
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| Income (loss) per common share - diluted | |||||||||||||||||||||||
| Income from continuing operations | $ |
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$ |
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$ |
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$ |
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| Income (loss) from discontinued operations |
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(
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| Net income | $ |
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$ |
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$ |
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$ |
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See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
3
NPK International Inc.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
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| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income | $ |
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$ |
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$ |
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$ |
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Foreign currency translation adjustments (net of tax benefit of $
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(
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(
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| Comprehensive income | $ |
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$ |
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$ |
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$ |
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See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
4
NPK International Inc.
Condensed Consolidated Statements of Stockholders
’
Equity
(Unaudited)
| (In thousands) | Common Stock | Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings (Deficit) | Treasury Stock | Total | |||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ |
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$ |
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$ |
(
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$ |
(
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$ |
(
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$ |
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| Net income | — | — | — |
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— |
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| Employee stock options, restricted stock and employee stock purchase plan | — |
(
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— | — |
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(
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| Stock-based compensation expense | — |
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— | — | — |
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| Treasury shares purchased at cost | — | — | — | — |
(
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(
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| Foreign currency translation, net of tax | — | — |
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— | — |
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| Balance at June 30, 2025 | $ |
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$ |
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$ |
(
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$ |
(
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$ |
(
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$ |
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| Balance at March 31, 2024 | $ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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| Net income | — | — | — |
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— |
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| Employee stock options, restricted stock and employee stock purchase plan | — |
(
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— |
(
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(
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|||||||||||||||||||||||||||||
| Stock-based compensation expense | — |
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— | — | — |
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|||||||||||||||||||||||||||||
| Treasury shares purchased at cost | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Foreign currency translation, net of tax | — | — |
(
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— | — |
(
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|||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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| Balance at December 31, 2024 | $ |
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$ |
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$ |
(
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$ |
(
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$ |
(
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$ |
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| Net income | — | — | — |
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— |
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|||||||||||||||||||||||||||||
| Employee stock options, restricted stock and employee stock purchase plan | — |
(
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— | — |
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(
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| Stock-based compensation expense | — |
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— | — | — |
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| Treasury shares purchased at cost | — | — | — | — |
(
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(
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|||||||||||||||||||||||||||||
| Foreign currency translation, net of tax | — | — |
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— | — |
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| Balance at June 30, 2025 | $ |
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$ |
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$ |
(
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$ |
(
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$ |
(
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$ |
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| Balance at December 31, 2023 | $ |
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$ |
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$ |
(
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$ |
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$ |
(
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$ |
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| Net income | — | — | — |
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— |
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| Employee stock options, restricted stock and employee stock purchase plan | — |
(
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— |
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(
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| Stock-based compensation expense | — |
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— | — | — |
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| Treasury shares purchased at cost | — | — | — | — |
(
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(
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|||||||||||||||||||||||||||||
| Foreign currency translation, net of tax | — | — |
(
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— | — |
(
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|||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ |
|
$ |
|
$ |
(
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$ |
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$ |
(
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$ |
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See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
5
NPK International Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Depreciation and amortization |
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| Stock-based compensation expense |
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| Provision for deferred income taxes |
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(
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| Credit loss expense |
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| Gain on sale of assets |
(
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(
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| Gain on insurance recovery |
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(
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| Amortization of original issue discount and debt issuance costs |
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| Change in assets and liabilities: | |||||||||||
| (Increase) decrease in receivables |
(
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| Decrease in inventories |
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| Increase in other assets |
(
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(
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| Increase in accounts payable |
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| Decrease in accrued liabilities and other |
(
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(
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| Net cash provided by operating activities |
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| Cash flows from investing activities: | |||||||||||
| Capital expenditures |
(
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(
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| Proceeds from divestitures |
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| Proceeds from sale of property, plant and equipment |
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| Proceeds from insurance property claim |
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| Other investing activities |
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| Net cash provided by (used in) investing activities |
(
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(
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| Cash flows from financing activities: | |||||||||||
| Borrowings on lines of credit |
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| Payments on lines of credit |
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(
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| Debt issuance costs |
(
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| Purchases of treasury stock |
(
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(
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| Proceeds from employee stock plans |
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| Other financing activities |
(
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(
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| Net cash used in financing activities |
(
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(
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| Effect of exchange rate changes on cash |
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(
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| Net increase (decrease) in cash, cash equivalents, and restricted cash |
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(
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| Cash, cash equivalents, and restricted cash at beginning of period |
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| Cash, cash equivalents, and restricted cash at end of period | $ |
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$ |
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See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements
6
NPK INTERNATIONAL INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 –
Basis of Presentation and Significant Accounting Policies
NPK International Inc. 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. We previously operated a Fluids Systems business which was exited upon the sale of the business in September 2024 (as further described below).
The accompanying unaudited condensed consolidated financial statements of NPK International Inc. and our wholly-owned subsidiaries, which we collectively refer to as “NPK,” the “Company,” “we,” “our,” or “us,” have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the Securities and Exchange Commission, and do not include all information and footnotes required by the accounting principles generally accepted in the United States (“U.S. GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. Our fiscal year end is December 31, our second quarter represents the three-month period ended June 30, and our first half represents the six-month period ended June 30. The results of operations for the second quarter and first half of 2025 are not necessarily indicative of the results to be expected for the entire year. Unless otherwise noted, all currency amounts are stated in U.S. dollars.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to present fairly our financial position as of June 30, 2025, our results of operations for the second quarter and first half of 2025 and 2024, and our cash flows for the first half of 2025 and 2024. All adjustments are of a normal recurring nature. Our balance sheet at December 31, 2024 is derived from the audited consolidated financial statements at that date.
Our business provides temporary worksite access solutions, including 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. We also sell our manufactured recyclable composite mats to customers around the world, with power transmission being the primary end market.
7
New Accounting Pronouncements
Standards Not Yet Adopted
Income Taxes: Improvements to Income Tax Disclosures.
In December 2023, the FASB issued new guidance intended to enhance the transparency and decision usefulness of income tax disclosures. This guidance is effective for us for the year ending December 31, 2025. These requirements are not expected to have an impact on our consolidated financial statements but will impact our income tax disclosures.
Disaggregation of Income Statement Expenses.
In November 2024, the FASB issued new guidance which requires entities to disclose additional information about specific expense categories, such as employee compensation and depreciation. This guidance will be effective for us for years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted on either a prospective or retrospective basis. We are currently evaluating the impact of the new guidance on our consolidated financial statements and related disclosures.
Note 2 –
Discontinued Operations
Sale of Fluids Systems Business
As discussed above, on September 13, 2024, we completed the Sale Transaction. As of June 30, 2025 and December 31, 2024, approximately $
3.6
million and $
18.0
million, respectively, of net assets were included within the consolidated balance sheet, reflecting receivables and deferred consideration due from the Purchaser net of estimated liabilities due to the Purchaser.
Net assets related to the Sale Transaction consisted of the following:
| (In thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Receivables due from the Purchaser | $ |
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$ |
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| Estimated deferred consideration due from the Purchaser |
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| Note receivable due from the Purchaser |
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| Estimated liabilities due to the Purchaser |
(
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(
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| Net assets due from the Purchaser | $ |
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$ |
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Receivables due from the Purchaser primarily reflects additional consideration for the actual working capital delivered at closing, of which $
15.6
million was received in the first half of 2025. Estimated deferred consideration due from the Purchaser reflects certain pre-closing tax assets and other receivables that are expected to be substantially realized in the second half of 2025. The note receivable due from the Purchaser matures in March 2030 and bears interest at a rate of
12.5
% per year. The receivables and deferred consideration due from the Purchaser are included in other receivables and the note receivable due from the Purchaser is included in other noncurrent assets in the consolidated balance sheet.
Estimated liabilities due to the Purchaser includes certain payables for pre-closing tax liabilities and obligations attributable to the Fluids Systems business that are expected to be substantially settled in 2025, as well as an estimated liability for contractual indemnifications related to various pre-closing contingencies of the Fluids Systems business. These estimated liabilities due to the Purchaser are included in accrued liabilities and other noncurrent liabilities in the consolidated balance sheet.
Our estimates for the fair value of deferred consideration due from the Purchaser and liabilities due to the Purchaser may change and any income or expense associated with such changes will be presented in discontinued operations.
The criteria for discontinued operations presentation were met during the third quarter of 2024, and consequently, the results of the former Fluids Systems segment are reported as income (loss) from discontinued operations within the consolidated statements of operations for all periods presented. We elected not to adjust the consolidated statements of cash flows to separately present cash flows attributable to discontinued operations. Accordingly, we have disclosed the depreciation, capital expenditures and significant operating and investing non-cash items related to discontinued operations below.
8
The following table summarizes the significant items included in income (loss) from discontinued operations in the condensed consolidated statements of operations.
| Second Quarter | First Half | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | $ |
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$ |
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$ |
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$ |
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| Cost of revenues |
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| Selling, general and administrative expenses |
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| Other operating (income) loss, net |
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(
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(
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| Operating income (loss) from discontinued operations |
(
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(
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| Foreign currency exchange (gain) loss |
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(
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(
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| Interest expense, net |
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| Income (loss) from discontinued operations before income taxes |
(
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(
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| Provision (benefit) for income taxes from discontinued operations |
(
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(
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| Income (loss) from discontinued operations | $ |
(
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$ |
(
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$ |
(
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$ |
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For the first half of 2025 and 2024, significant operating and investing items related to the former Fluids Systems segment were as follows:
| First Half | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Operating activities of discontinued operations: | |||||||||||
| Depreciation and amortization | $ |
|
$ |
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|||||||
| Investing activities of discontinued operations: | |||||||||||
| Capital expenditures | $ |
|
$ |
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9
Note 3 –
Earnings Per Share
The following table presents the reconciliation of the numerator and denominator for calculating net income per share:
| Second Quarter | First Half | ||||||||||||||||||||||
| (In thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Numerator | |||||||||||||||||||||||
| Income from continuing operations | $ |
|
$ |
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$ |
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$ |
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| Income (loss) from discontinued operations |
(
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(
|
(
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|||||||||||||||||||
| Net income | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Denominator | |||||||||||||||||||||||
| Weighted average common shares outstanding - basic |
|
|
|
|
|||||||||||||||||||
| Dilutive effect of stock options and restricted stock awards |
|
|
|
|
|||||||||||||||||||
| Weighted average common shares outstanding - diluted |
|
|
|
|
|||||||||||||||||||
| Income (loss) per common share - basic: | |||||||||||||||||||||||
| Income from continuing operations | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Income (loss) from discontinued operations |
|
(
|
|
|
|||||||||||||||||||
| Net income | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Income (loss) per common share - diluted: | |||||||||||||||||||||||
| Income from continuing operations | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Income (loss) from discontinued operations |
|
(
|
|
|
|||||||||||||||||||
| Net income | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
We excluded the following weighted-average potential shares from the calculations of diluted net income (loss) per share during the applicable periods because their inclusion would have been anti-dilutive for continuing operations:
| Second Quarter | First Half | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Restricted stock awards and stock options |
|
|
|
|
|||||||||||||||||||
Note 4 –
Repurchase Program
Our Board of Directors has authorized a securities repurchase program available for repurchases of our common stock. On April 30, 2025, our Board of Directors increased the remaining authorization under the repurchase program to $
100.0
million.
Our repurchase program authorizes us to purchase outstanding shares of our common stock in the open market or as otherwise determined by management, subject to certain limitations under the Credit Facility (as defined in Note 8) and other factors. The repurchase program has no specific term. Repurchases are expected to be funded from operating cash flows and available cash on hand. As part of the share repurchase program, our management has been authorized to establish trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934.
During the first half of 2025, we repurchased an aggregate of
2.6
million shares of our common stock under the repurchase program for a cost of $
17.0
million. Due to restrictions associated with the Fluids Systems sale process and other events,
no
shares of common stock were repurchased under the repurchase program during the first half of 2024.
Note 5 –
Stock-Based and Other Long-Term Incentive Compensation
During the second quarter of 2025, the Compensation Committee of our Board of Directors (“Compensation Committee”) approved equity-based compensation awards to executive officers and other key employees consisting of an aggregate of
0.6
million restricted stock units, which will vest in equal installments over a
three-year
period. In addition, non-employee directors received grants of an aggregate of
0.1
million restricted stock awards, which will vest in full on the earlier
10
of the day prior to the next annual meeting of stockholders following the grant date or the first anniversary of the grant date. The weighted average grant-date fair value was $
8.45
per share for the restricted stock units and $
8.28
per share for the restricted stock awards. At June 30, 2025,
3.0
million shares remained available for awards under the 2015 Plan and
0.3
million shares remained available for awards under the 2014 Director Plan.
Also, during the second quarter of 2025, the Compensation Committee approved the issuance of
0.4
million performance-based restricted stock units to certain executive officers with the payout of shares for each executive ranging from
0
% to
200
% of target. The performance-based restricted stock units will be settled in shares of common stock, with
70
% to be settled based on the relative ranking of the Company’s total shareholder return (“TSR”) as compared to the TSR of a designated peer group and
30
% to be settled based on the Company’s consolidated return on net capital employed (“RONCE”), each measured over a
three-year
performance period. TSR performance for the 2025 grants will be determined based on the Company’s and peer group’s average closing share price for the 30-calendar day period ending May 31, 2028, adjusted for dividends, as compared to the 30-calendar day period ending June 1, 2025. RONCE performance for the 2025 grants will be determined based on the Company’s average
three-year
RONCE performance for the fiscal years ending December 31, 2025, 2026 and 2027.
The TSR portion of the performance-based restricted stock units had a grant-date fair value of $
11.57
per share using a Monte-Carlo valuation model, which will be recognized ratably over the service period. Assumptions used in the model included a risk-free interest rate of
4.0
%, an expected life of
3
years, and an expected volatility of
49.8
%. The RONCE portion of the performance-based restricted stock units had a grant-date fair value of $
8.45
per share, which will be recognized ratably over the service period using the probable number of shares expected to vest based on the RONCE performance condition.
Note 6 –
Receivables
Receivables consisted of the following:
| (In thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Trade receivables: | |||||||||||
| Gross trade receivables | $ |
|
$ |
|
|||||||
| Allowance for credit losses |
(
|
(
|
|||||||||
| Net trade receivables |
|
|
|||||||||
| Income tax receivables |
|
|
|||||||||
| Other receivables |
|
|
|||||||||
| Total receivables, net | $ |
|
$ |
|
|||||||
Other receivables as of June 30, 2025 and December 31, 2024 included $
4.1
million and $
23.2
million, respectively, for amounts due from the Purchaser, including the receivables and estimated deferred consideration related to the Sale Transaction (see Note 2) as well as amounts due under the transition services agreement. Other receivables as of June 30, 2025 and December 31, 2024 also included an insurance receivable of $
0.2
million and $
1.7
million related to a cybersecurity event.
Changes in our allowance for credit losses were as follows:
| First Half | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Balance at beginning of period | $ |
|
$ |
|
|||||||
| Credit loss expense |
|
|
|||||||||
| Write-offs, net of recoveries |
(
|
(
|
|||||||||
| Balance at end of period | $ |
|
$ |
|
|||||||
Note 7 –
Inventories
Inventories consisted of the following:
| (In thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Raw materials | $ |
|
$ |
|
|||||||
| Finished goods |
|
|
|||||||||
| Total inventories | $ |
|
$ |
|
|||||||
Raw materials consist primarily of resins and other materials used to manufacture composite mats, as well as materials that are consumed in providing spill containment and other services to our customers. Finished goods consist primarily of our composite mats.
11
Note 8 –
Financing Arrangements and Fair Value of Financial Instruments
Financing arrangements consisted of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| (In thousands) | Principal Amount | Unamortized Discount and Debt Issuance Costs | Total Debt | Principal Amount | Unamortized Discount and Debt Issuance Costs | Total Debt | |||||||||||||||||||||||||||||
| Credit Facility | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||||||||
| Amended ABL Facility |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Finance leases |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Other debt |
|
|
|
|
(
|
|
|||||||||||||||||||||||||||||
| Total debt |
|
|
|
|
(
|
|
|||||||||||||||||||||||||||||
| Less: current portion |
(
|
|
(
|
(
|
|
(
|
|||||||||||||||||||||||||||||
| Long-term debt | $ |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||
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.
12
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.
Interest (income) expense, net of $
47
thousand for the first half of 2025 includes interest income of $
1.0
million, net of interest expense of $
1.0
million.
Fair Value of Financial Instruments.
Our financial instruments include cash and cash equivalents, receivables, payables, and debt. We believe the carrying values of these instruments approximated their fair values at June 30, 2025 and December 31, 2024. Cash equivalents primarily consist of money market accounts which are measured at fair value on a recurring basis using a market approach based on quoted prices in active markets.
Note 9 –
Income Taxes
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
%.
Note 10 –
Commitments and Contingencies
In the ordinary course of conducting our business, we become involved in litigation and other claims from private party actions, as well as judicial and administrative proceedings involving governmental authorities at the federal, state, and local levels. In addition, in connection with the Sale Transaction, we have indemnified the Purchaser for certain pre-closing contingencies of the Fluids Systems business. While the outcome of litigation or other proceedings against us, including pre-closing contingencies of the Fluids Systems business, cannot be predicted with certainty, management does not expect that any loss resulting from such litigation or other proceedings, in excess of any amounts accrued or covered by insurance, will have a material adverse impact on our consolidated financial statements.
The first half of 2024 included a $
0.6
million gain related to a legal settlement as well as a $
0.1
million gain related to the final insurance settlement associated with Hurricane Ida in August 2021.
13
Note 11 –
Supplemental Disclosures to the Statements of Cash Flows
Supplemental disclosures to the statements of cash flows are presented below:
| First Half | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Cash paid (received) for: | |||||||||||
| Income taxes (net of refunds) | $ |
|
$ |
|
|||||||
| Interest | $ |
(
|
$ |
|
|||||||
The amounts above for 2024 include payments for our former Fluids Systems segment, as we elected not to adjust the consolidated statements of cash flows to separately present cash flows attributable to discontinued operations. A substantial majority of cash tax payments in 2024 related to our former Fluids Systems segment’s international operations.
Cash, cash equivalents, and restricted cash in the consolidated statements of cash flows consisted of the following:
| (In thousands) | June 30, 2025 | December 31, 2024 | |||||||||
| Cash and cash equivalents | $ |
|
$ |
|
|||||||
| Restricted cash (included in prepaid expenses and other current assets) |
|
|
|||||||||
| Cash, cash equivalents, and restricted cash | $ |
|
$ |
|
|||||||
14
Note 12 –
Segment Data
Following the sale of the Fluids Systems segment in September 2024, we have
one
reportable segment. See Note 2 for financial information for our previously reported Fluids Systems segment, now reported as discontinued operations. The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, allocates resources and assesses financial performance on a consolidated basis. Consolidated income from continuing operations as presented in the consolidated statements of operations is used to measure performance.
The following table presents further disaggregated revenues by type:
| Second Quarter | First Half | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Rental revenues | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Service revenues |
|
|
|
|
|||||||||||||||||||
| Product sales revenues |
|
|
|
|
|||||||||||||||||||
| Total revenues | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The following table presents further disaggregated revenues by geography, based on the country in which the sale originates:
| Second Quarter | First Half | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| United States | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| United Kingdom |
|
|
|
|
|||||||||||||||||||
| Total revenues | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The following table presents disaggregated expense information:
| Second Quarter | First Half | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Depreciation and amortization - Included in cost of revenues | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Depreciation and amortization - Included in selling, general and administrative expenses |
|
|
|
|
|||||||||||||||||||
| Total depreciation and amortization | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
15
ITEM 2. Management
’
s Discussion and Analysis of Financial Condition and Results of Operations
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.
16
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:
| Second Quarter | 2025 vs 2024 | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | $ | % | |||||||||||||||||||
| Revenues | $ | 68,233 | $ | 66,791 | $ | 1,442 | 2 | % | |||||||||||||||
| Cost of revenues | 43,052 | 41,966 | 1,086 | 3 | % | ||||||||||||||||||
| Selling, general and administrative expenses | 13,657 | 12,750 | 907 | 7 | % | ||||||||||||||||||
| Other operating (income) loss, net | (105) | (432) | 327 | NM | |||||||||||||||||||
| Operating income from continuing operations | 11,629 | 12,507 | (878) | (7) | % | ||||||||||||||||||
| Foreign currency exchange (gain) loss | (626) | 487 | (1,113) | NM | |||||||||||||||||||
| Interest (income) expense, net | 1 | 909 | (908) | NM | |||||||||||||||||||
| Income from continuing operations before income taxes | 12,254 | 11,111 | 1,143 | 10 | % | ||||||||||||||||||
| Provision for income taxes from continuing operations | 3,470 | 2,483 | 987 | NM | |||||||||||||||||||
| Income from continuing operations | 8,784 | 8,628 | 156 | NM | |||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | (106) | (588) | 482 | NM | |||||||||||||||||||
| Net income | $ | 8,678 | $ | 8,040 | $ | 638 | NM | ||||||||||||||||
The following table presents further disaggregated revenues by type:
| Second Quarter | 2025 vs 2024 | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | $ | % | |||||||||||||||||||
| Rental and service revenues | $ | 46,312 | $ | 36,396 | $ | 9,916 | 27 | % | |||||||||||||||
| Product sales revenues | 21,921 | 30,395 | (8,474) | (28) | % | ||||||||||||||||||
| Total revenues | $ | 68,233 | $ | 66,791 | $ | 1,442 | 2 | % | |||||||||||||||
| Second Quarter | Change | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Total gross profit margin | 36.9 | % | 37.2 | % | (30) | bps | |||||||||||||||||
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
17
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.
18
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:
| First Half | 2025 vs 2024 | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | $ | % | |||||||||||||||||||
| Revenues | $ | 133,010 | $ | 115,758 | $ | 17,252 | 15 | % | |||||||||||||||
| Cost of revenues | 82,579 | 73,291 | 9,288 | 13 | % | ||||||||||||||||||
| Selling, general and administrative expenses | 25,403 | 24,330 | 1,073 | 4 | % | ||||||||||||||||||
| Other operating (income) loss, net | (129) | (1,336) | 1,207 | NM | |||||||||||||||||||
| Operating income from continuing operations | 25,157 | 19,473 | 5,684 | 29 | % | ||||||||||||||||||
| Foreign currency exchange (gain) loss | (940) | 732 | (1,672) | NM | |||||||||||||||||||
| Interest (income) expense, net | (47) | 1,669 | (1,716) | NM | |||||||||||||||||||
| Income from continuing operations before income taxes | 26,144 | 17,072 | 9,072 | 53 | % | ||||||||||||||||||
| Provision for income taxes from continuing operations | 6,985 | 4,390 | 2,595 | NM | |||||||||||||||||||
| Income from continuing operations | 19,159 | 12,682 | 6,477 | NM | |||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | (478) | 2,651 | (3,129) | NM | |||||||||||||||||||
| Net income | $ | 18,681 | $ | 15,333 | $ | 3,348 | NM | ||||||||||||||||
The following table presents further disaggregated revenues by type:
| First Half | 2025 vs 2024 | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | $ | % | |||||||||||||||||||
| Rental and service revenues | 89,705 | $ | 71,577 | $ | 18,128 | 25 | % | ||||||||||||||||
| Product sales revenues | 43,305 | 44,181 | (876) | (2) | % | ||||||||||||||||||
| Total revenues | $ | 133,010 | $ | 115,758 | $ | 17,252 | 15 | % | |||||||||||||||
| First Half | Change | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Total gross profit margin | 37.9 | % | 36.7 | % | 120 | bps | |||||||||||||||||
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
19
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.
20
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) | June 30, 2025 | December 31, 2024 | |||||||||
| Credit Facility | $ | — | $ | — | |||||||
| Other debt | 9,336 | 7,728 | |||||||||
| Unamortized discount and debt issuance costs | — | (1) | |||||||||
| Total debt | $ | 9,336 | $ | 7,727 | |||||||
| Stockholders’ equity | 328,835 | 326,495 | |||||||||
| Total capitalization | $ | 338,171 | $ | 334,222 | |||||||
| Total debt to capitalization | 2.8 | % | 2.3 | % | |||||||
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
21
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.
22
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
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.
ITEM 4. Controls and Procedures
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.
23
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
In the ordinary course of conducting our business, we become involved in litigation and other claims from private party actions, as well as judicial and administrative proceedings involving governmental authorities at the federal, state, and local levels. While the outcome of litigation or other proceedings against us cannot be predicted with certainty, management does not expect that any loss resulting from such litigation or other proceedings, in excess of any amounts accrued or covered by insurance, will have a material adverse impact on our consolidated financial statements.
ITEM 1A. Risk Factors
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.
24
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
a)
Not applicable
b)
Not applicable
c)
The following table details our repurchases of shares of our common stock for the three months ended June 30, 2025:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under Plans or Programs ($ in Millions) | |||||||||||||||||||
| April 2025 | 212,210 | $ | 5.78 | 212,210 | $ | 100.0 | |||||||||||||||||
| May 2025 | 290,876 | $ | 7.89 | 290,876 | $ | 97.7 | |||||||||||||||||
| June 2025 | 597,188 | $ | 8.28 | 314,520 | $ | 95.0 | |||||||||||||||||
| Total | 1,100,274 | 817,606 | |||||||||||||||||||||
Our Board of Directors has authorized a securities repurchase program available for repurchases of our common stock. On April 30, 2025, our Board of Directors increased the remaining authorization under the repurchase program to $100.0 million.
Our repurchase program authorizes us to purchase outstanding shares of our common stock in the open market or as otherwise determined by management, subject to certain limitations under the Credit Facility (as defined in Note 8) and other factors. The repurchase program has no specific term. Repurchases are expected to be funded from operating cash flows and available cash on hand. As part of the share repurchase program, our management has been authorized to establish trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934.
There were 817,606 shares of common stock repurchased under the repurchase program during the three months ended June 30, 2025. As of June 30, 2025, we had $95.0 million remaining under the program.
In addition, during the three months ended June 30, 2025, we purchased an aggregate of 282,668 shares surrendered in lieu of taxes under vesting of restricted shares. These shares were not acquired pursuant to our securities repurchase program described above. All of the shares purchased are held as treasury stock.
In July 2025, we repurchased an aggregate of 0.4 million shares of our common stock under the repurchase program for a cost of $3.4 million.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
Insider Trading Arrangements
During the quarter ended June 30, 2025, no director or officer of the Company
adopted
or
terminated
any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K, except as follows:
On
May 23, 2025
,
Matthew Lanigan
, the Company’s
chief executive officer
,
adopted
a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934 (a “10b5-1 Plan”). Mr. Lanigan’s 10b5-1 Plan provides for the aggregate sale of up to
69,896
shares of the Company’s common stock issuable upon the exercise of options previously granted to Mr. Lanigan, commencing on August 22, 2025, and will be effective until
May 19, 2026
.
25
ITEM 6. Exhibits
The exhibits listed are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| 10.1 | |||||
| †*10.2 | |||||
| †*10.3 | |||||
| †*10.4 | |||||
| *31.1 | |||||
| *31.2 | |||||
| **32.1 | |||||
| **32.2 | |||||
| *101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| *101.SCH | Inline XBRL Schema Document | ||||
| *101.CAL | Inline XBRL Calculation Linkbase Document | ||||
| *101.DEF | Inline XBRL Definition Linkbase Document | ||||
| *101.LAB | Inline XBRL Label Linkbase Document | ||||
| *101.PRE | Inline XBRL Presentation Linkbase Document | ||||
| *104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||||
† Management compensation plan or agreement.
* Filed herewith.
** Furnished herewith.
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 6, 2025
| NPK International Inc. | |||||
| (Registrant) | |||||
| By: | /s/ Matthew S. Lanigan | ||||
|
Matthew S. Lanigan
President and Chief Executive Officer (Principal Executive Officer) |
|||||
| By: | /s/ Gregg S. Piontek | ||||
|
Gregg S. Piontek
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
|||||
| By: | /s/ Douglas L. White | ||||
|
Douglas L. White
Vice President, Chief Accounting Officer and Treasurer (Principal Accounting Officer) |
|||||
27
TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsNote 1 Basis Of Presentation and Significant Accounting PoliciesNote 2 Discontinued OperationsNote 3 Earnings Per ShareNote 4 Repurchase ProgramNote 5 Stock-based and Other Long-term Incentive CompensationNote 6 ReceivablesNote 7 InventoriesNote 8 Financing Arrangements and Fair Value Of Financial InstrumentsNote 9 Income TaxesNote 10 Commitments and ContingenciesNote 11 Supplemental Disclosures To The Statements Of Cash FlowsNote 12 Segment DataItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 2. ManagementItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits