NPK International Inc.

10/31/2025 | Press release | Distributed by Public on 10/31/2025 09:51

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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 third quarter represents the three-month period ended September 30 and our first nine months represents the nine-month period ended September 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 nine months of 2025, 66% 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 34% of our revenues for the first nine months 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. As part of this effort, we have placed a particular emphasis on penetrating larger-scale, longer-term (six months or longer) projects, which we believe will help drive improvements in revenue stability and operational efficiency. Due in part to the success of these efforts, rental and service revenues increased $30 million, or 29%, year-over-year for the first nine months of 2025, including a 40% increase in rental revenues. The elevated growth in rental revenues has been primarily attributable to our success on larger-scale, longer-term projects with a key utilities customer, and consequently, this customer contributed 18% of our total revenues in the first nine months of 2025 compared to less than 10% in 2024. We prioritize investment capital to support our organic growth 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 nine months of 2025, we made net investments of $26 million in the expansion of our rental fleet, expanding the rental fleet by approximately 13%. Further, with our revenue growth and the favorable macro-environment, we have also accelerated our manufacturing capacity expansion planning efforts. As a result, during the third quarter of 2025, cost of revenues includes $0.3 million of expense associated with these efforts, with additional total costs of up to approximately $0.5 million anticipated during the fourth quarter of 2025 and into early 2026.
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. Throughout 2025, we have continually evaluated inorganic opportunities that align with our objectives. As a result, during the third quarter of 2025, selling, general and administrative expenses expense ("SG&A") includes $0.3 million of costs in support of this effort.
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 nine months of 2025, we incurred $0.5 million of severance expense associated with our streamlining efforts. Additionally, during the third quarter of 2025, we began the rollout of our new cloud-based enterprise resource planning ("ERP") system, which is expected to be substantially completed in the first quarter of 2026. During the third quarter of 2025, SG&A includes
$0.2 million of expenses associated with the ERP rollout. In addition, we have capitalized $3.6 million of implementation costs for our cloud-based ERP system during the first nine-months of 2025 that are included in prepaid expenses and other current assets, as well as other assets, on the balance sheet. SG&A as a percentage of revenues was 19.2% for the first nine months of 2025 compared to 22.1% for the first nine months 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. During the first nine months of 2025, we utilized $20.4 million to repurchase 3.0 million shares (4% of our outstanding shares) under our repurchase program.
Third Quarter of 2025 Compared to Third Quarter of 2024
Consolidated Results of Operations
Summarized results of operations for the third quarter of 2025 compared to the third quarter of 2024 are as follows:
Third Quarter 2025 vs 2024
(In thousands) 2025 2024 $ %
Revenues $ 68,838 $ 44,207 $ 24,631 56 %
Cost of revenues 46,870 32,067 14,803 46 %
Selling, general and administrative expenses 13,279 11,005 2,274 21 %
Other operating (income) loss, net (368) (99) (269) NM
Operating income from continuing operations 9,057 1,234 7,823 NM
Foreign currency exchange (gain) loss 31 (562) 593 NM
Interest (income) expense, net (47) 943 (990) NM
Income from continuing operations before income taxes 9,073 853 8,220 NM
Provision (benefit) for income taxes from continuing operations 3,010 (14,016) 17,026 NM
Income from continuing operations 6,063 14,869 (8,806) NM
Loss from discontinued operations, net of tax (409) (189,167) 188,758 NM
Net income (loss) $ 5,654 $ (174,298) $ 179,952 NM
The following table presents further disaggregated revenues by type:
Third Quarter 2025 vs 2024
(In thousands) 2025 2024 $ %
Revenues
Rental and service revenues $ 44,279 $ 32,408 $ 11,871 37 %
Product sales revenues 24,559 11,799 12,760 108 %
Total revenues $ 68,838 $ 44,207 $ 24,631 56 %
Third Quarter Change
2025 2024
Total gross profit margin 31.9 % 27.5 % 440 bps
Revenues
Revenues increased 56% to $68.8 million for the third quarter of 2025, compared to $44.2 million for the third quarter of 2024, including a 37% increase in rental and service revenues and a 108% increase in product sales revenues. Rental revenues increased $10.7 million (57%), 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 larger-scale, longer-term rental projects. Service revenues increased $1.2 million (9%), primarily attributable to the increased level of customer rental projects, though at a lower rate than rental revenues, due to the lower relative service requirements on the higher mix of larger-scale, longer term rental projects. Product sales revenues increased $12.8 million (108%), 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 in the market. The majority of the 2025 and 2024 revenues were derived from customers in the power transmission sector.
Cost of revenues
Cost of revenues increased 46% to $46.9 million for the third quarter of 2025 (31.9% gross profit margin), compared to $32.1 million for the third quarter of 2024 (27.5% gross profit margin), primarily driven by the 56% 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. Cost of revenues in the third quarter of 2025 was negatively impacted by elevated cross-rent costs required to meet customer demand, approximately $1.0 million of elevated transportation costs required to meet customer project timelines, as well as $0.3 million of costs incurred with our manufacturing capacity planning efforts as described above. Cost of revenues for the third quarter of 2024 was negatively impacted by an unscheduled downtime event on one of the production lines at our manufacturing facility.
Selling, general and administrative expenses
Selling, general and administrative expenses increased to $13.3 million for the third quarter of 2025, compared to $11.0 million for the third quarter of 2024. Selling, general and administrative expenses as a percentage of revenues was 19.3% for the third quarter of 2025 compared to 24.9% for the third quarter of 2024. The increase in expense was primarily driven by higher performance-based incentives, including a $0.5 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. Additionally, the third quarter of 2025 includes $0.5 million of strategic planning and ERP implementation costs as described above.
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 third 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 third quarter of 2025 compared to $0.9 million of interest expense, net for the third quarter of 2024. The decrease in interest expense is primarily due to interest income of $0.5 million earned in the third quarter of 2025 as well as a decrease in average debt outstanding. Discontinued operations in the third quarter of 2024 also included an allocation of interest expense of $0.5 million on corporate debt.
Provision (benefit) for income taxes from continuing operations
The provision for income taxes from continuing operations was $3.0 million for the third quarter of 2025, reflecting an effective tax rate of 33%, compared to a benefit for income taxes from continuing operations of $14.0 million for the third quarter of 2024. The third quarter of 2024 included a $14.6 million benefit primarily related to the release of valuation allowances on U.S. net operating losses and tax credit carryforwards that are expected to be realized following the sale of the Fluids Systems business.
Loss from discontinued operations, net of tax
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 Nine Months of 2025 Compared to First Nine Months of 2024
Consolidated Results of Operations
Summarized results of operations for the first nine months of 2025 compared to the first nine months of 2024 are as follows:
First Nine Months 2025 vs 2024
(In thousands) 2025 2024 $ %
Revenues $ 201,848 $ 159,965 $ 41,883 26 %
Cost of revenues 129,449 105,358 24,091 23 %
Selling, general and administrative expenses 38,682 35,335 3,347 9 %
Other operating (income) loss, net (497) (1,435) 938 NM
Operating income from continuing operations 34,214 20,707 13,507 NM
Foreign currency exchange (gain) loss (909) 170 (1,079) NM
Interest (income) expense, net (94) 2,612 (2,706) NM
Income from continuing operations before income taxes 35,217 17,925 17,292 NM
Provision (benefit) for income taxes from continuing operations 9,995 (9,626) 19,621 NM
Income from continuing operations 25,222 27,551 (2,329) NM
Loss from discontinued operations (887) (186,516) 185,629 NM
Net income (loss) $ 24,335 $ (158,965) $ 183,300 NM
The following table presents further disaggregated revenues by type:
First Nine Months 2025 vs 2024
(In thousands) 2025 2024 $ %
Revenues
Rental and service revenues $ 133,984 $ 103,985 $ 29,999 29 %
Product sales revenues 67,864 55,980 11,884 21 %
Total revenues $ 201,848 $ 159,965 $ 41,883 26 %
First Nine Months Change
2025 2024
Total gross profit margin 35.9 % 34.1 % 180 bps
Revenues
Revenues increased 26% to $201.8 million for the first nine months of 2025, compared to $160.0 million for the first nine months of 2024, including a 29% increase in rental and service revenues and a 21% increase in product sales revenues. Rental revenues increased $25.6 million (40%), primarily due to higher rental volume driven by our organic growth efforts, partially offset by lower pricing resulting primarily from a higher mix of larger-scale, longer-term rental projects. Service revenues increased $4.4 million (11%), primarily attributable to the increased level of customer rental projects, though at a lower rate than rental revenues, due to the lower relative service requirements on the higher mix of larger-scale, longer-term rental projects. Product sales revenues increased $11.9 million (21%), 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 in the market. The majority of the 2025 and 2024 revenues were derived from customers in the power transmission sector.
Cost of revenues
Cost of revenues increased 23% to $129.4 million for the first nine months of 2025 (35.9% gross profit margin), compared to $105.4 million for the first nine months of 2024 (34.1% gross profit margin), primarily driven by the 26% 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. Cost of revenues in 2025 was negatively impacted by elevated cross-rent costs required to meet customer demand, approximately $1.6 million of elevated transportation costs required to meet customer project timelines, as well as $0.6 million of costs incurred with our manufacturing capacity planning efforts as described above. Cost of revenues for the third quarter of 2024 was negatively impacted by an unscheduled downtime event on one of the production lines at our manufacturing facility.
Selling, general and administrative expenses
Selling, general and administrative expenses increased to $38.7 million for the first nine months of 2025, compared to $35.3 million for the first nine months of 2024. Selling, general and administrative expenses as a percentage of revenues was 19.2% for the first nine months of 2025 compared to 22.1% for the first nine months of 2024. The increase in expense was primarily driven by higher performance-based incentives, including $1.5 million in charges related to performance-based awards measured on the Company's TSR as compared to the TSR of a designated peer group, while the first nine months of 2024 included a $0.8 million charge. Additionally, the third quarter of 2025 includes $0.5 million of strategic planning and ERP implementation costs as described above. The first nine months of 2025 also included $0.4 million of severance costs, compared to $0.6 million in the first nine months of 2024.
Other operating (income) loss, net
Other operating (income) loss, net primarily includes gains and losses on sales of non-rental assets. In addition, the first nine months of 2024 included a $0.6 million gain related to a legal settlement.
Foreign currency exchange
Foreign currency exchange for the first nine months 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 $0.1 million for the first nine months of 2025 compared to $2.6 million of interest expense, net for the first nine months of 2024. The decrease in interest expense is primarily due to interest income of $1.5 million earned in the first nine months of 2025 as well as a decrease in average debt outstanding. Discontinued operations in the first nine months of 2024 also included an allocation of interest expense of $1.4 million on corporate debt.
Provision (benefit) for income taxes from continuing operations
The provision for income taxes from continuing operations was $10.0 million for the first nine months of 2025, reflecting an effective tax rate of 28%, compared to a benefit for income taxes from continuing operations of $9.6 million for the first nine months of 2024. The third quarter of 2024 included a $14.6 million benefit primarily related to the release of valuation allowances on U.S. net operating losses and tax credit carryforwards that are now expected to be realized following the sale of the Fluids Systems business.
Loss from discontinued operations, net of tax
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 $55.0 million for the first nine months of 2025 compared to $42.3 million for the first nine months of 2024. Net income adjusted for non-cash items provided cash of $54.3 million in the first nine months of 2025, compared to $39.0 million in 2024. Changes in working capital provided cash of $0.7 million in the first nine months of 2025, compared to $3.3 million of cash provided in 2024.
Net cash used in investing activities was $13.0 million for the first nine months of 2025, which includes $34.4 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 nine months of 2025 and 2024 were directed to expanding our mat rental fleet. In addition, we received $3.8 million in proceeds from the sale of assets in the first nine months of 2025, primarily reflecting the sale of used mats from our mat rental fleet. Net cash provided by investing activities was $23.1 million for the first nine months of 2024, which included $48.5 million in initial net proceeds from the sale of the Fluids Systems business.
Net cash used in financing activities was $24.6 million for the first nine months of 2025, primarily reflecting $22.7 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 $60.8 million for the first nine months of 2024, primarily reflecting net repayments on our Amended ABL Facility and other existing financing arrangements.
Substantially all of the $35.6 million of cash on hand at September 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 $45 million to $50 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) September 30, 2025 December 31, 2024
Credit Facility $ - $ -
Other debt 9,542 7,728
Unamortized discount and debt issuance costs - (1)
Total debt $ 9,542 $ 7,727
Stockholders' equity
333,923 326,495
Total capitalization $ 343,465 $ 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 September 30, 2025, we had no outstanding borrowings and $5.7 million in outstanding letters of credit, resulting in $144.3 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 September 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 September 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 described 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 also maintain finance leases primarily related to transportation equipment. During the first nine months of 2025, we entered into $4.4 million of new finance lease liabilities in exchange for leased assets.
In addition, at September 30, 2025, we had $9.5 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.
NPK International Inc. published this content on October 31, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 31, 2025 at 15:52 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]