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What changed in NPK International Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NPK International Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+214 added−199 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in NPK International Inc.'s 2025 10-K

214 paragraphs added · 199 removed · 146 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

18 edited+4 added−8 removed11 unchanged
Biggest changeThe reference to a “Note” herein refers to the accompanying Notes to Consolidated Financial Statements contained in Item 8 “Financial Statements and Supplementary Data.” 3 Strategy 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 through the expansion of our high-return 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.
Biggest changeThe reference to a “Note” herein refers to the accompanying Notes to Consolidated Financial Statements contained in Item 8 “Financial Statements and Supplementary Data.” 3 Strategy 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 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. • 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. • Enhance Return on Invested 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.
Product sales largely reflect sales to service companies supporting the power transmission market as well as utility companies, with product sales levels and customer mix typically fluctuating based on the timing of customer projects and orders.
Product sales largely reflect sales to utility companies as well as service companies supporting the power transmission market, with product sales levels and customer mix typically fluctuating based on the timing of customer projects and orders.
Our activities are impacted by various federal, state, local, and foreign laws, regulations, and policies related to pollution control, health, and safety programs that are administered and enforced by regulatory agencies. We have implemented various procedures designed to ensure compliance with applicable regulations and reduce the risk of damage or loss.
Our activities are impacted by various federal, state, local, and foreign laws, regulations, and policies related to pollution control, health, and safety programs that are administered and enforced by regulatory agencies. We have implemented various procedures designed to promote compliance with applicable regulations and reduce the risk of damage or loss.
We believe the lightweight design of our recyclable matting system provides a distinct environmental benefit for our customers as compared to alternative wood mat products in the market, by eliminating deforestation required to produce wood mat products and also reducing CO 2 emissions associated with product transportation.
We believe the design of our recyclable matting system provides a distinct environmental benefit for our customers as compared to alternative wood mat products in the market, by avoiding deforestation required to produce wood mat products and also reducing CO 2 emissions associated with product transportation.
These reports are available as soon as reasonably practicable after we electronically file these materials with, or furnish them to, the SEC. Our Code of Ethics, our Corporate Governance Guidelines, our Audit Committee Charter, our Compensation Committee Charter, and our Environmental, Social and Governance Committee Charter are also posted to the governance section of our website.
These reports are available as soon as reasonably practicable after we electronically file these materials with, or furnish them to, the SEC. Our Code of Ethics, our Corporate Governance Guidelines, our Audit Committee Charter, our Compensation Committee Charter, and our Nominating and Corporate Governance Committee Charter are also posted to the governance section of our website.
Approximately 55% of our 2024 rental and service revenues were derived from customers in the power transmission sector and we expect customer activity in this sector will grow over the next several years, driven in part by the impacts of increasing energy demand and required investments in grid reliance initiatives, due to the aging grid infrastructure.
Approximately 60% of our 2025 rental and service revenues were derived from customers in the power transmission sector and we expect customer activity in this sector will grow over the next several years, driven in part by the impacts of increasing energy demand and required investments in grid reliance initiatives, due to the aging grid infrastructure.
Yak Mat (United Rentals) is the largest competitor in the rental market, primarily using wood mats. We believe that our recyclable composite mats provide superior work surface and economics relative to timber-based products, providing a meaningful opportunity to expand our market share within the temporary worksite access ma rket.
United Rentals is the largest competitor in the rental market, primarily using wood mats. We believe that our recyclable composite mats provide superior work surface and economics relative to timber-based products, providing a meaningful opportunity to expand our market share within the temporary worksite access market.
In 1991, we changed our state of incorporation to Delaware. On December 9, 2024, we changed our name to NPK International Inc. Our principal executive offices are located at 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381. Our telephone number is (281) 362-6800. You can find more information about us on our website located at www.npki.com.
On December 9, 2024, we changed our name to NPK International Inc. Our principal executive offices are located at 9320 Lakeside Boulevard, Suite 100, The Woodlands, Texas 77381. Our telephone number is (281) 362-6800. You can find more information about us on our website located at www.npki.com.
In 2024, 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 (“E&P”), pipeline, renewable energy, petrochemical, construction and other industries within the United States and United Kingdom.
In 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.
At December 31, 2024, we employed approximately 460 full and part-time personnel, including 410 in the United States and 50 in the United Kingdom. None of our employees are represented by labor unions.
At December 31, 2025, we employed approximately 510 full and part-time personnel, including 410 in the United States and 100 in the United Kingdom. None of our employees are represented by labor unions.
We consider our relations with our employees to be satisfactory and through various company-culture initiatives, strive to reinforce our commitment to our Core Values of safety, integrity, respect, excellence, and accountability. • Safety: Protecting each other like family while sustaining the environment in which we work. • Integrity: Acting honestly, ethically, and responsibly in all aspects of our business. • Respect: Dealing fairly and openly with employees, customers, suppliers and community. • Excellence: Delivering value through performance, innovation and service quality. • Accountability: Using good judgment and taking responsibility for our actions.
We consider our relations with our employees to be satisfactory and through various company-culture initiatives, strive to reinforce our commitment to our Core Values of safety, integrity, respect, excellence, and accountability. • Safety: Protecting each other like family while sustaining the environment in which we work. • Integrity: Acting honestly, ethically, and responsibly in all aspects of our business. • Respect: Dealing fairly and openly with employees, customers, suppliers and community. • Excellence: Delivering value through performance, innovation and service quality. • Accountability: Using good judgment and taking responsibility for our actions. 5 Governmental Regulations Our business exposes us to regulatory risks associated with the various industries that we serve, including governmental regulations relating to the utilities and oil and natural gas industries in general, as well as environmental, health, and safety regulations that have specific application to our business.
We believe that our sources of supply for materials used in our business are adequate for our needs. We are not dependent upon any one supplier, and we have not encountered significant shortages or delays in obtaining any raw materials.
We are not dependent upon any one supplier, and we have not encountered significant shortages or delays in obtaining any raw materials.
We do not derive a significant portion of our revenues from government contracts. 4 Raw Materials The resins, chemicals, and other materials used to manufacture our recyclable composite mats are widely available. High Density Polyethylene (“HDPE”) is the largest material component in the manufacturing of our recyclable composite mat products.
Raw Materials The resins, chemicals, and other materials used to manufacture our recyclable composite mats are widely available. High Density Polyethylene (“HDPE”) is the largest material component in the manufacturing of our recyclable composite mat products. We believe that our sources of supply for materials used in our business are adequate for our needs.
Technology We have certain patents related to the design and manufacturing of our recyclable DURA-BASE® mats and several of the components, as well as other products and systems related to these mats (including the connecting pins and the EPZ Grounding System™). Using proprietary technology and systems is an important aspect of our business strategy.
In recent years, we have also expanded the use of alternative materials, including recycled materials in our manufacturing process, which we believe provides further protection against potential shortages of virgin raw materials. 4 Technology We have certain patents related to the design and manufacturing of our recyclable DURA-BASE® mats and several of the components, as well as other products and systems related to these mats (including the connecting pins and the EPZ Grounding System™).
The remaining 33% of our 2024 revenues were generated from the sale of our manufactured recyclable composite mats to customers around the world, with power transmission being the primary end-market.
The remaining 34% of our 2025 revenues were generated from the sale of our manufactured recyclable composite mats to customers around the world, with power transmission being the primary end market. NPK International Inc., formerly known as Newpark Resources, Inc., was organized in 1932 as a Nevada corporation. In 1991, we changed our state of incorporation to Delaware.
We believe that the principal competitive factors in our business includes reputation, product capabilities, price, innovation through R&D, and reliability, and that our competitive position is enhanced by our proprietary products, manufacturing expertise, services, and experience. 5 Human Capital We believe our greatest assets are our people, and our long-term success depends on our ability to attract, motivate, and retain the highly talented individuals that make up the NPK team, while protecting each other like family and sustaining the environment in which we work.
Human Capital We believe our greatest assets are our people, and our long-term success depends on our ability to attract, motivate, and retain the highly talented individuals that make up the NPK team.
For 2024, 67% of our revenues were derived from rental and service activities while 33% of our revenues were derived from the sale of our manufactured worksite access products. During 2024, approximately 67% of our revenues were derived from our 20 largest customers, of which our largest customer represented 19% of our revenues.
For 2025, 66% of our revenues were derived from rental and service activities while 34% of our revenues were derived from the sale of our manufactured worksite access products. We generated 93% of our revenues domestically during 2025. Typically, we perform services either under short-term contracts or rental service agreements.
Revenues from our largest customer were driven by product sales, which vary from year to year, as discussed above. We also generated 94% of our revenues domestically during 2024. Typically, we perform services either under short-term contracts or rental service agreements. As most agreements with our customers are cancellable upon short notice, our backlog is not significant.
As most agreements with our customers are cancellable upon short notice, our backlog is not significant. We do not derive a significant portion of our revenues from government contracts. During 2025, approximately 74% of our revenues were derived from our 20 largest customers, of which our three largest customers represented 19%, 15%, and 10%, respectively, of our revenues.
Removed
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.
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See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - 2025 Strategic Actions” for a discussion of our execution against this strategy during 2025.
Removed
On September 13, 2024, we completed the sale of the equity interests in 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.
Added
Revenues from our largest customer were attributable to the rental of our recyclable composite matting systems, along with related services. Revenues from our second and third largest customers were primarily driven by product sales, which vary from year to year, as discussed above.
Removed
All results and information in the consolidated financial statements and related notes in this Form 10-K are presented for our continuing operations and exclude Fluids Systems unless otherwise noted specifically as discontinued operations. See Note 2 for additional information. NPK International Inc., formerly known as Newpark Resources, Inc., was organized in 1932 as a Nevada corporation.
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In recent years, we have launched newer generation matting systems that offer a reduction in weight. Using proprietary technology and systems is an important aspect of our business strategy.
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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. • 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.
Added
We believe that the principal competitive factors in our business include quality of service, reliability, price, product capabilities, and innovation through research and development, and that our competitive position is enhanced by our proprietary products, scale of rental and manufacturing operations, and experience.
Removed
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. • 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.
Removed
In recent years, we have also expanded the use of alternative materials, including recycled materials in our manufacturing process, which we believe provides further protection against potential shortages of virgin raw materials. During 2024, our manufacturing operations consumed approximately 1.1 million pounds of recycled resin.
Removed
In 2023, we launched our newest generation matting system, the DURA-BASE 800 Series TM , which fully integrates into our DURABASE® format and offers a nearly 15% reduction in weight.
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Governmental Regulations Our business exposes us to regulatory risks associated with the various industries that we serve, including governmental regulations relating to the utilities and oil and natural gas industries in general, as well as environmental, health, and safety regulations that have specific application to our business.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

60 edited+23 added−16 removed72 unchanged
Biggest changeA failure of or breach in our information systems and information technology infrastructure, or those of our third-party vendors, could expose us and our employees, customers, and suppliers to risks of misuse of information or systems, transaction errors, the compromise of confidential information, manipulation and destruction of data, the loss of sales and customers and operations disruptions. 14 There can be no assurance that security incidents will not occur.
Biggest changeThese cybersecurity incidents can cause deliberate or unintentional damage, destruction, misuse, manipulation, alteration, corruption, loss, denial of access to or disclosure of confidential or important data or systems, which could expose us and our employees, customers, and suppliers to risks, such as transaction errors, compromise or loss of confidential information, loss of sales and customers, operational disruptions and other adverse business impacts.
Our operations, and those of our customers, are subject to hazards present in the electrical utility industry, such as exposure to wildfires, high voltage electrocution, among other risks, as well as hazards in the oil and natural gas industry, such as fires, explosions, blowouts, oil spills, and leaks or spills of hazardous materials.
Our operations, and those of our customers, are subject to hazards present in the electrical utility industry, such as exposure to wildfires and high voltage electrocution, among other risks, as well as hazards in the oil and natural gas industry, such as fires, explosions, blowouts, oil spills, and leaks or spills of hazardous materials.
The extent to which our operating and financial results are affected by a public health crisis, epidemic or pandemic will depend on various factors beyond our control, such as the duration and scope of such event, including any resurgences and the emergence and spread of a subject pathogen; actions taken by businesses and governments in response to such event; and the speed and effectiveness of responses to combat the subject pathogen, including the availability and public acceptance of effective treatments or vaccines, and how quickly and to what extent normal economic activity can resume, all of which are highly uncertain and cannot be predicted.
The extent to which our operating and financial results are affected by a public health crisis, epidemic or pandemic will depend on various factors beyond our control, such as the duration and scope of such event, including any resurgences and the emergence and spread of a 11 subject pathogen; actions taken by businesses and governments in response to such event; and the speed and effectiveness of responses to combat the subject pathogen, including the availability and public acceptance of effective treatments or vaccines, and how quickly and to what extent normal economic activity can resume, all of which are highly uncertain and cannot be predicted.
We also utilize third-party vendors and their systems and technology to support our business activities, including secure processing of confidential, sensitive, proprietary and other types of information. Failures of or interference with access to these systems, such as communication disruptions, could have an adverse effect on our ability to conduct operations or directly impact financial reporting.
We also utilize third-party vendors and their systems and technology to support our business activities, including the secure processing of confidential, sensitive, proprietary and other types of information. Failures of or interference with access to these systems, such as communication disruptions, could have an adverse effect on our ability to conduct operations or directly impact financial reporting.
Non-compliance could also result in significant fines, damages, and other criminal sanctions against us, our officers or our employees, prohibitions or additional requirements on the conduct of our business and damage our reputation. Certain violations of law could also result in 13 suspension or debarment from government contracts. We also incur additional legal compliance costs associated with global regulations.
Non-compliance could also result in significant fines, damages, and other criminal sanctions against us, our officers or our employees, prohibitions or additional requirements on the conduct of our business and damage our reputation. Certain violations of law could also result in suspension or debarment from government contracts. We also incur additional legal compliance costs associated with global regulations.
In addition, there can be no assurance that the policies and procedures we or our third-party vendors have in place, including system monitoring and data back-up processes, to prevent or mitigate the effects of these potential disruptions or incidents will be sufficient to prevent, detect and limit the impact of disruptions or incidents.
In addition, there can be no assurance that the policies and procedures we or our third-party vendors have in place, including system monitoring and data back-up processes, to prevent or mitigate the effects of these potential disruptions or cybersecurity incidents will be sufficient to prevent, detect and limit the impact of disruptions or incidents.
We could be exposed to strict, joint and several liability for cleanup costs, natural resource damages and other damages as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties.
We could be exposed to strict, joint and several liability for remediation or cleanup costs, natural resource damages and other damages as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties.
These risks could have a material adverse effect on our business, results of operations, and financial condition. Risks Related to Complications with the Design or Implementation of Our Updated Enterprise Resource Planning System We rely extensively on information systems and technology to manage our business and summarize operating results.
These risks could have a material adverse effect on our business, results of operations, and financial condition. Risks Related to Complications with the Design or Implementation of Our Updated Enterprise Resource Planning (“ERP”) System We rely extensively on information systems and technology to manage our business and summarize operating results.
Managing our fleet is a critical element to our rental business. Rental equipment asset management requires anticipating customer needs as well as changes in legislation, regulations, and local permitting in the various markets in which we or our customers operate.
Managing our fleet is a critical element to our rental business. Rental fleet asset management requires anticipating customer needs as well as changes in legislation, regulations, and local permitting in the various markets in which we or our customers operate.
However, any changes in the current legal and regulatory environment could impact industry activity and the demand for our products and services, the scope of products and services that we provide, or our cost structure required to provide our products and services, or the costs incurred by our customers.
However, any changes in the current legal and regulatory 12 environment could impact industry activity and the demand for our products and services, the scope of products and services that we provide, or our cost structure required to provide our products and services, or the costs incurred by our customers.
Risks Related to Activist Stockholders that May Attempt to Effect Changes at Our Company or Acquire Control Over Our Company We have been the subject of campaigns by activist stockholders and may continue to be so in the future.
Risks Related to Activist Stockholders that May Attempt to Effect Changes at Our Company or Acquire Control Over Our Company We have been the subject of campaigns by activist stockholders in the past and may continue to be so in the future.
Risks Related to Expanding Our Services in the Utilities Sector, Which May Require Unionized Labor Although none of our employees are currently represented by labor unions, we may expand our services offered in the utilities sector, the customers of which may require unionized labor.
Risks Related to Expanding Our Services in the Utilities Sector, Which May Require Unionized Labor 9 Although none of our employees are currently represented by labor unions, we may expand our services offered in the utilities sector, the customers of which may require unionized labor.
The use of cash for acquisitions may adversely affect our cash available for capital investments and other uses, the incurrence of additional debt may limit our financial flexibility, and the issuance of additional equity or convertible securities could be dilutive to existing stockholders. Risks Related to Market Competition We face competition and compete vigorously on product performance and/or price.
The use of cash for acquisitions may adversely affect our cash available for capital investments and other uses, the incurrence of additional debt may limit our financial flexibility, and the issuance of additional equity or other securities could be dilutive to existing stockholders. Risks Related to Market Competition 10 We face competition and compete vigorously on product performance and/or price.
In addition, inflation has also resulted in higher interest rates, which could cause an increase in the cost of debt borrowing in the future, as well as supply chain shortages, an increase in the costs of labor, currency fluctuations and other similar effects.
In addition, inflation has also resulted in higher interest rates in recent years, which could cause an increase in the cost of debt borrowing in the future, as well as supply chain shortages, an increase in the costs of labor, currency fluctuations and other similar effects.
The continued expansion of revenues in end-markets that are likely to benefit from increasing demand from electricity, such as power transmission and renewable energy, remains a strategic priority going forward, and we anticipate that our capital investments will primarily focus on supporting this objective.
The continued expansion of operations in markets that are likely to benefit from increasing demand from electricity, such as power transmission and renewable energy, remains a strategic priority going forward, and we anticipate that our capital investments will primarily focus on supporting this objective.
Risks Related to Our Ability to Generate Organic Growth Our ability to generate organic growth may be affected by, among other factors, our ability to: • attract new customers; • increase the number of projects performed for existing customers; • successfully qualify and bid for new projects; • hire and retain qualified personnel; • obtain necessary levels of equipment; and • adapt the range of products and services we offer to address our customers’ evolving needs.
Business and Industry Risks Risks Related to Our Ability to Generate Organic Growth Our ability to generate organic growth may be affected by, among other factors, our ability to: • attract new customers; • increase the number of projects performed for existing customers; • successfully qualify and bid for new projects; • hire and retain qualified personnel; • obtain necessary levels of rental assets and equipment; and • adapt the range of products and services we offer to address our customers’ evolving needs.
We may incur substantial indebtedness to make capital investments or finance future acquisitions, and we also may issue equity, debt or convertible securities in connection with any such acquisitions.
We may incur substantial indebtedness to make capital investments or finance future acquisitions, and we also may issue equity, debt or other securities in connection with any such acquisitions.
While we believe the design and manufacturing quality of our products provide a differentiated value to our customers, many of our competitors seek to compete on pricing. In addition, certain patents related to our DURA-BASE® matting system have expired, and competitors may begin offering mats that include features described in those patents.
While we believe the design and manufacturing quality of our products provide a differentiated value to our customers, many of our competitors seek to compete on pricing. In addition, certain patents related to our DURA-BASE® matting system have expired, and competitors offer mats that include features described in those patents.
If we fail to comply with the various covenants and other requirements of the Amended ABL Facility, we would be in default thereunder, which would permit the holders of the indebtedness to accelerate the maturity thereof and proceed against their collateral.
If we fail to comply with the various covenants and other requirements of the Credit Facility, we would be in default thereunder, which would permit the holders of the indebtedness to accelerate the maturity thereof and proceed against their collateral.
It is unclear whether initiatives from federal, state, and local legislative bodies and administrative agencies, when implemented, will have a material adverse effect on the demand for our products and services.
It is unclear whether initiatives from federal, state, and local legislative bodies and administrative agencies, when implemented, will have a material adverse effect on the demand for our products and services and the costs of our operations.
These investments and acquisitions are subject to a number of risks and uncertainties, including: ▪ incorrect assumptions regarding business activity levels or results from our capital investments, acquired operations, or assets; ▪ potential loss of significant revenue and income streams; ▪ increased or unexpected expenses; ▪ inadequate return of capital; ▪ regulatory or compliance issues; ▪ potential loss of key employees, customers, or suppliers of the acquired company; ▪ the triggering of certain covenants in our debt agreements (including accelerated repayment); 10 ▪ unidentified issues not discovered in due diligence; ▪ failure to complete a planned acquisition transaction or to successfully integrate the operations or management of any acquired businesses or assets in a timely manner; ▪ diversion of management’s attention from existing operations or other priorities; ▪ unanticipated disruptions to our business associated with the implementation of our enterprise-wide operational and financial system; and ▪ delays in completion and cost overruns associated with large capital investments.
These investments and acquisitions are subject to a number of risks and uncertainties, including: ▪ incorrect assumptions regarding business activity levels or results from our capital investments, acquired operations, or assets; ▪ potential loss of significant revenue and income streams; ▪ increased or unexpected expenses; ▪ inadequate return of capital; ▪ regulatory or compliance issues; ▪ potential loss of key employees, customers, or suppliers of the acquired company; ▪ the triggering of certain covenants in our debt agreements (including accelerated repayment); ▪ unidentified issues not discovered in due diligence; ▪ failure to complete a planned acquisition transaction or to successfully integrate the operations or management of any acquired businesses or assets in a timely manner; ▪ diversion of management’s attention from existing operations or other priorities; and ▪ delays in completion and cost overruns associated with large capital investments.
These raw materials may be impacted by periodic supply chain disruptions and, particularly during times of high demand, there may be delays in the arrival of or otherwise constrain our supply of raw materials. These constraints could have a material adverse effect on our business and consolidated results of operations.
These raw materials may be impacted by periodic supply chain disruptions and, particularly during times of high demand, there may be delays in the supply of raw materials. These constraints could have a material adverse effect on our business and consolidated results of operations.
A potential result of climate change is more frequent or more severe weather events or natural disasters. To the extent such weather events or natural disasters become more frequent or severe, disruptions to our business and costs to repair damaged facilities could increase.
To the extent such weather events or natural disasters become more frequent or severe (including as a result of climate change), disruptions to our business and costs to repair damaged facilities could increase.
The Amended ABL Facility contains certain financial covenants, customary representations, warranties and covenants that, among other things, and subject to certain specified circumstances and exceptions, restrict or limit the ability of the borrowers and certain of their subsidiaries to incur indebtedness (including guarantees), grant liens, make investments, pay dividends or 12 distributions with respect to capital stock and make other restricted payments, make prepayments on certain indebtedness, engage in mergers or other fundamental changes, dispose of property, and change the nature of their business.
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.
General Risks Risks Related to Cybersecurity Incidents or Business System Disruptions We utilize various management information systems and information technology infrastructure to manage or support a variety of our business operations, as well as the operations of our recently-divested Fluids Systems business, and to maintain various records, which may include confidential business or proprietary information as well as information regarding our customers, business partners, employees or other third parties.
General Risks Risks Related to Cybersecurity Incidents or Business System Disruptions We utilize various management information systems and information technology infrastructure to manage or support our business operations and to maintain various records, which may include confidential business or proprietary information as well as information regarding our customers, business partners, employees or other third parties.
Legal and Regulatory Risks Risks Related to Environmental Laws and Regulations We are responsible for complying with numerous federal, state, local, and foreign laws, regulations and policies that govern environmental protection, zoning and other matters applicable to our current and past business activities, including the activities of our former subsidiaries.
Legal and Regulatory Risks Risks Related to Environmental Laws and Regulations We are subject to federal, state, local, and foreign laws, regulations and policies that govern environmental protection, zoning and other matters applicable to our current and past business activities, including the activities of our former subsidiaries.
In addition, international operations are subject to a number of risks and uncertainties which could negatively impact our results from operations, including among others: ▪ difficulties and cost associated with complying with a wide variety of complex foreign laws, treaties, and regulations; ▪ risks associated with failing to comply with the U.S. Foreign Corrupt Practices Act, the U.K.
In addition, international operations are subject to a number of risks and uncertainties, including among others: ▪ difficulties and cost associated with complying with a wide variety of complex foreign laws, treaties, and regulations; ▪ risks associated with failing to comply with the U.S. Foreign Corrupt Practices Act, the U.K.
In addition, price increases, whether as a result of inflation, geopolitical issues, or otherwise, imposed by our vendors for raw materials used in our business and the inability to pass these increases through to our customers could have a material adverse effect on our business and results of operations.
In addition, price increases, whether as a result of inflation, geopolitical issues, changes in global trade policies, including the termination of trade agreements and the imposition of tariffs, or otherwise, imposed by our vendors for raw materials used in our business and the inability to pass these increases through to our customers could have a material adverse effect on our business and results of operations.
These incidents as well as accidents or problems in normal operations can cause personal injury or death and damage to property or the environment. From time to time, customers seek recovery for damage to their equipment or property that occurred during the course of our service obligations.
These incidents as well as accidents or problems in normal operations can cause personal injury or death and damage to property or the environment and may result in investigations, litigation, and other legal, regulatory, and reputational risks. From time to time, customers seek recovery for damage to their equipment or property that occurred during the course of our service obligations.
Damage to our customers’ property and any related spills of hazardous materials could be extensive if a major problem occurs. Generally, we rely on contractual indemnities, releases, limitations on liability with our customers, and insurance to protect us from potential liability related to such events.
Damage to our customers’ property, for example from spills of hazardous materials or plastic materials, such as pellets, from broken mats, could be extensive if a major problem occurs. Generally, we rely on contractual indemnities, releases, limitations on liability with our customers, and insurance to protect us from potential liability related to such events.
Risks Related to the Effective Management of Our Fleet, Including Our Ability to Properly Manufacture, Safeguard, and Maintain Our Fleet As of December 31, 2024, our property, plant and equipment includes $122.8 million of rental fleet assets, net of accumulated depreciation, including $112.0 million in the United States and $10.8 million in the United Kingdom.
Risks Related to the Effective Management of Our Fleet, Including Our Ability to Properly Manufacture, Safeguard, and Maintain Our Fleet As of December 31, 2025, our property, plant and equipment includes $163.8 million of rental fleet assets, net of accumulated depreciation, including $138.9 million in the United States and $24.9 million in the United Kingdom.
Risks Related to Capital Investments and Business Acquisitions Our ability to successfully execute our business strategy will depend, among other things, on our ability to make capital investments and complete acquisitions which provide us with financial benefits and operational synergies.
Risks Related to Capital Investments and Business Acquisitions Our ability to successfully execute our business strategy will depend, among other things, on our ability to make capital investments and complete acquisitions which provide us with financial benefits and operational synergies. In November 2025, we completed the acquisition of Grassform.
We may be unable to successfully implement the updated ERP system or the new cloud-based platform without experiencing delays, increased costs and other difficulties.
We may be unable to successfully implement the new cloud-based ERP platform without experiencing delays, increased costs and other 14 difficulties with certain processes.
Infrastructure construction and maintenance historically has experienced cyclical fluctuations and unpredictable changes in project timing due to economic recessions, downturns in business cycles of our customers, material shortages, labor shortages, price increases by subcontractors, interest rate fluctuations and other economic factors beyond our control.
Infrastructure construction and maintenance historically has experienced cyclical fluctuations and unpredictable changes in project timing due to economic recessions, downturns in business cycles of our customers, rejection of proposed utility rate increases, project permitting challenges, material or labor shortages, price increases by subcontractors, interest rate fluctuations, the imposition of new or additional tariffs, government shutdowns, and other economic factors beyond our control.
If our ESG disclosures and practices do not meet regulatory, investor or other stakeholder expectations and standards, which continue to evolve, it could have a material adverse effect on our business or demand for our services.
If our sustainability disclosures and practices do not meet regulatory, investor or other stakeholder expectations and standards, which continue to evolve and may conflict, we could become the target of litigation, investigations or other proceedings, and it could have a material adverse effect on our business or demand for our services.
In addition, our ability to continue to obtain insurance coverage on commercially reasonable terms is dependent upon a variety of factors impacting the insurance industry in general, which are outside our control.
In addition, our ability to continue to obtain insurance coverage on commercially reasonable terms is dependent upon a variety of factors impacting the insurance industry in general, including a recent rise in exceptionally high jury awards for auto-related claims, which are outside our control.
Private parties may also pursue legal actions against us based on alleged non-compliance with or liability under certain of these laws, rules and regulations.
Private parties may also pursue legal actions against us based on spills of hazardous materials or plastic materials, such as pellets, from broken mats, or alleged non-compliance with or liability under certain of these laws, rules and regulations.
If we are unsuccessful, we may not be able to achieve organic growth, expand our operations or grow our business. 7 Risks Related to Economic and Market Conditions that May Impact Our Customers’ Future Spending A substantial portion of our operating income, cash flows, and financial returns are generated from infrastructure construction and maintenance projects, the awarding of which we do not directly control.
Risks Related to Economic and Market Conditions that May Impact Our Customers’ Future Spending A substantial portion of our operating income and cash flows are generated from infrastructure construction and maintenance projects, the awarding of which we do not directly control.
In addition, economic, regulatory, and market conditions affecting our specific end markets, including import tariffs and other laws and regulations that impact our customers’ ability to obtain materials necessary for their operations, may adversely impact the demand for our services, resulting in the delay, reduction or cancellation of certain projects and these conditions may continue to adversely affect us in the future.
The utilization of these kinds of cost saving measures by our customers could reduce the demand or pricing for our products and services and have a material adverse effect on our business, financial condition, and results of operations. 7 In addition, economic, regulatory, and market conditions affecting our specific end markets, including import tariffs and other laws and regulations that impact our customers’ ability to obtain materials necessary for their operations, may adversely impact the demand for our services, resulting in the delay, reduction or cancellation of certain projects and these conditions may continue to adversely affect us in the future.
Risks Related to Income Taxes Our future effective tax rates could be adversely affected by changes in tax laws, both domestically and internationally, or the interpretation or application thereof. From time to time, U.S. and foreign tax authorities, including state and local governments, consider legislation that could increase our effective tax rate.
Risks Related to Income Taxes Our future effective tax rates could be adversely affected by changes in tax laws, both domestically and internationally, or the interpretation or application thereof.
While none of the cybersecurity events have been material to date, a successful breach or attack could have a material negative impact on our operations or business reputation, harm our reputation and relationships with our customers, business partners, employees or other third parties, and subject us to consequences such as litigation and direct costs associated with incident response.
While no cybersecurity incidents have materially impacted our business to date, a successful breach or attack could have a material negative impact on our operations, business reputation, financial conditions and relationships with our customers, business partners, employees or other third parties, and could subject us to consequences such as regulatory inquiries and enforcement actions, litigation, contractual liability and direct and indirect costs associated with incident response, remediation, notification obligations, loss of revenue and reputational harm.
Many of our competitors provide various forms of worksite access products and services. More recently, several competitors have begun marketing composite products to compete with our DURA-BASE® matting system. In addition, there have been recent acquisitions of certain key competitors that provide temporary worksite access product manufacturing and rentals by larger, well-capitalized companies, potentially heightening this competition.
Many of our competitors provide various forms of worksite access products and services. More recently, several competitors have begun marketing composite products to compete with our DURA-BASE® matting system. In addition, we compete for rental and services with larger, well-capitalized companies.
As such, new market entry is subject to a number of risks and uncertainties, which could have an adverse effect on our business, financial condition, or results of operations. 9 Risks Related to Our Ability to Attract, Retain, and Develop Qualified Leaders, Key Employees, and Skilled Personnel Our business is highly dependent on our ability to attract and retain highly-skilled product specialists, technical sales personnel, and service personnel.
Risks Related to Our Ability to Attract, Retain, and Develop Qualified Leaders, Key Employees, and Skilled Personnel Our business is highly dependent on our ability to attract and retain highly-skilled product specialists, technical sales personnel, and service personnel. Our failure to attract, retain, and develop qualified leaders and key employees could have a material adverse effect on our business.
Failure to remain compliant with these laws, regulations and policies may result in, among other things, fines, penalties, costs, investigation and/or cleanup of contaminated sites and site closure obligations, costs of remedying noncompliance, termination or suspension of certain operations, or other expenditures.
Failure to remain compliant with these evolving laws, regulations and policies or to maintain compliance with permits obtained under such legal and regulatory schemes may result in, among other things, sanctions, fines, penalties, criminal prosecution, imposition of costs, investigatory and/or remedial or corrective actions relating to contaminated sites and site closure obligations, costs of remedying noncompliance, termination or suspension of certain operations, or other expenditures.
In addition, our information systems and information technology infrastructure are subject to security threats and sophisticated cyber-based attacks, including, but not limited to, denial-of-service attacks, hacking, “phishing” attacks, computer viruses, ransomware, malware, employee or insider error, malfeasance, social engineering, or physical breaches, that can cause deliberate or unintentional damage, destruction or misuse, manipulation, denial of access to or disclosure of confidential or important information or intellectual property.
In addition, our information systems and information technology infrastructure are subject to security threats and increasingly sophisticated cybersecurity incidents, including, but not limited to, denial-of-service attacks, hacking, “phishing” attacks, computer viruses, ransomware, malware, employee or insider error, malfeasance, social engineering or physical breaches, including cyber-based attacks that may leverage artificial intelligence technologies to increase speed, scale, or effectiveness.
Risks Related to International Operations Our United Kingdom operations generated approximately 6% of our 2024 consolidated revenues, and represented 6% of our total assets at December 31, 2024. A decline or slowed growth in this region could result in reduced demand for our products and services, which may adversely affect our business, results of operations, and financial condition.
A decline or slowed growth in this region could result in reduced demand for our products and services, which may adversely affect our business, results of operations, and financial condition.
In addition, any elimination of, or downward revision in, our repurchase program could have an adverse effect on the market price of our common stock. 15 Our Amended and Restated Bylaws, Which Designate the Court of Chancery of the State of Delaware as the Sole and Exclusive Forum for Certain Types of Actions and Proceedings that May Be Initiated by Our Stockholders, and the U.S.
Our Amended and Restated Bylaws, Which Designate the Court of Chancery of the State of Delaware as the Sole and Exclusive Forum for Certain Types of Actions and Proceedings that May Be Initiated by Our Stockholders, and the U.S.
Also, a significant increase in wages paid by competing employers could result in a reduction in our skilled labor force or an increase in our operating costs. We have experienced, and expect to continue to experience, a shortage of labor for certain functions, which has increased our labor costs and negatively impacted our profitability.
We have experienced, and expect to continue to experience, a shortage of labor for certain functions, which has increased our labor costs and negatively impacted our profitability.
We are in the process of a multi-year phased upgrade to our digital capabilities, including replacing our enterprise resource planning ("ERP") system to enhance operating efficiencies and transitioning to a cloud-based platform. The ERP system implementation update and cloud-based platform transition will require the training of personnel, migration of data, and the execution of certain new processes and procedures.
We are in the process of a multi-year phased upgrade to our digital capabilities and have recently transitioned the majority of our operational and financial processes to a cloud-based ERP platform. The ongoing ERP system implementation and transition requires the training of personnel and the development and execution of certain new processes and procedures.
Share repurchases under our repurchase program could diminish our available liquidity, which may impact our ability to finance future growth and to pursue possible future strategic growth projects.
Share repurchases under our repurchase program could diminish our available liquidity, which may impact our ability to finance future growth and to pursue possible future strategic growth projects. In addition, any elimination of, or downward revision in, our repurchase program could have an adverse effect on the market price of our common stock.
If a license were not available, we might not be able to continue providing a particular service or product, which could adversely affect our financial condition, results of operations and cash flows. 11 Risks Related to Severe Weather, Natural Disasters, and Seasonality We have significant operations located in market areas that are negatively impacted by severe adverse weather events or natural disasters.
Additionally, developing non-infringing technologies could increase our costs. If a license were not available, we might not be able to continue providing a particular service or product, which could adversely affect our financial condition, results of operations and cash flows.
Such environmental activism and initiatives aimed at limiting climate change and reducing air pollution could interfere with our business activities, operations, and ability to access capital. Furthermore, some members of the investment community have increased their focus on Environmental, Social, and Governance (“ESG”) practices and disclosures by public companies in recent years.
Such environmental activism and initiatives aimed at limiting climate change and reducing air pollution could interfere with our business activities, operations, and ability to access capital.
If the distribution of our assets is not aligned with regional demand, we may be unable to take advantage of rental opportunities in certain regions, despite excess inventory in other regions. If we are not able to successfully manage our mat rental fleet, our business, results of operations and financial condition may be materially adversely affected.
If the distribution of our assets is not aligned with regional demand, we may be unable to take advantage of rental opportunities in certain regions, or may incur additional costs to relocate assets from other regions.
Our failure to attract, retain, and develop qualified leaders and key employees could have a material adverse effect on our business. The market for qualified employees is extremely competitive. If we cannot attract and retain qualified personnel, our ability to compete effectively and grow our business will be severely limited.
The market for qualified employees is extremely competitive. If we cannot attract and retain qualified personnel, our ability to compete effectively and grow our business will be severely limited. Also, a significant increase in wages paid by competing employers could result in a reduction in our skilled labor force or an increase in our operating costs.
If you hold our securities or are considering an investment in our securities, you should carefully consider the following risks, together with the other information contained in this Annual Report. Risks in this section are grouped in the following categories: (1) Business and Industry Risks; (2) Indebtedness Risks; (3) Legal and Regulatory Risks; (4) Financial Risks; and (5) General Risks.
If you hold our securities or are considering an investment in our securities, you should carefully consider the following risks, together with the other information contained in this Annual Report. The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.
In addition, as cyber-based attacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts or on terms we view as appropriate for our operations. On October 29, 2024, we experienced a ransomware cybersecurity incident, and we expect such cybersecurity threats and incidents involving our systems and third-party systems to continue.
In addition, as cyberattacks and other cybersecurity incidents increase in frequency and magnitude, including as threat actors increasingly leverage artificial intelligence technologies, we may be unable to obtain cybersecurity insurance in amounts or on terms we view as appropriate for our operations.
Even when an incident has been detected, it is not always immediately apparent what the full nature and scope of any potential harm may be, or how best to remediate it. We invest in security technology, perform penetration tests from time to time, and design our business processes to attempt to mitigate the risk of such incidents.
Even when a cybersecurity incident has been detected, it may not be immediately apparent what the full nature, scope and potential impact may be, or how best to mitigate its effects or remediate it.
This, in turn, is subject to competitive, economic, financial, and other factors that are beyond our control. We primarily fund our ongoing operational needs through a $100 million asset-based revolving credit agreement (the “Amended ABL Facility”). The Amended ABL Facility terminates in May 2027.
This, in turn, is subject to competitive, economic, financial, and other factors that are beyond our control.
Bribery Act, export laws, and other similar laws applicable to our operations in international markets; ▪ our inexperience in certain international markets; ▪ political and economic instability; ▪ ongoing conflicts in Europe and the Middle East; and ▪ fluctuations in foreign currency exchange rates. 8 These risks and uncertainties may also have the effect of heightening many of the other risks specified in our risk factors or disclosed in our public filings, any of which could materially and adversely affect our business and results of operations.
Bribery Act, export laws, and other similar laws applicable to our operations in international markets; ▪ our inexperience in certain international markets; ▪ political and economic instability; ▪ changes in global trade policies, including the termination of trade agreements, the imposition of tariffs on certain imports into the United States, and other regulations affecting trade between the United States and countries in which we conduct business; and ▪ fluctuations in foreign currency exchange rates.
The Amended ABL Facility is a senior secured obligation of the Company and certain of our U.S. subsidiaries constituting borrowers thereunder, secured by a first priority lien on substantially all of the personal property and certain real property of the borrowers, including a first priority lien on certain equity interests of direct subsidiaries of the borrowers.
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 in June 2030.
Removed
Business and Industry Risks Risks Related to our Recently Completed Sale of the Fluids Systems Business On September 13, 2024, we completed the sale of the equity interests in one of our subsidiaries which held substantially all of the Company’s previously operated Fluids Systems business.
Added
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past Risks in this section are grouped in the following categories: (1) Business and Industry Risks; (2) Indebtedness Risks; (3) Legal and Regulatory Risks; (4) Financial Risks; and (5) General Risks.
Removed
We are subject to a number of risks associated with the sale of the Fluids Systems business, including risks associated with (i) our requirement to provide certain transition services in connection with the Sale Transaction and any issues, delays or complications in completing such services, including the incurrence of unanticipated costs to complete such services, (ii) the diversion of management’s attention away from the operations of our retained business; and (iii) any required payments of indemnification obligations under the Sale Transaction agreement for retained liabilities.
Added
If we are unsuccessful, we may not be able to achieve organic growth, expand our operations or grow our business.
Removed
As a result of the Sale Transaction, we may incur or experience various adverse effects, including but not limited to (i) greater costs or realize fewer benefits than anticipated under the Sale Transaction agreement, (ii) operational or commercial difficulties segregating the divested assets from our retained assets, (iii) disputes with the Purchaser regarding the nature and sufficiency of the transition services we provide, (iv) higher vendor costs due to reduced economies of scale or other similar dis-synergies, (v) modified, terminated or scaled back relationships with our existing customers or difficulty in attracting prospective customers, (vi) loss or difficulty in retaining employees due to concerns over future job security or responsibilities, or (vii) losses or increased inefficiencies from stranded or underutilized assets.
Added
Risks Related to Customer Concentration During 2025, approximately 74% of our revenues were derived from our 20 largest customers, of which our three largest customers represented 19%, 15%, and 10%, respectively, of our revenues. Typically, we perform services either under short-term contracts or rental service agreements, and most agreements with our customers are cancellable upon short notice.
Removed
Any of these risks could have a material adverse effect on our business, financial condition, results of operations, and cash flows. For 2024, through the closing date of the Sale Transaction in September 2024, the Fluids Systems business generated approximately 68% of total combined company revenue (72% and 76% for 2023 and 2022, respectively).
Added
The loss of one or more of our significant customers could have an adverse effect on our results of operations and financial condition. As part of our growth strategy, we seek to diversify our customers with a particular emphasis on penetrating larger-scale, longer-term (six months or longer) projects.
Removed
Accordingly, our future financial results will differ materially from our previous results since our future financial results are dependent solely on our remaining business. Any downturn in our business could have a material adverse effect on our future financial condition, results of operations, and cash flows.
Added
We may not be effective in executing this or any other aspect of our growth strategy.
Removed
There can be no guarantee that the sale of the Fluids Systems business will result in stronger long-term financial and operational results for our remaining business.
Added
If we are not able to successfully manage our mat rental fleet, our business, results of operations and financial condition may be materially adversely affected. Risks Related to International Operations Our United Kingdom operations generated approximately 7% of our 2025 consolidated revenues and represented 21% of our total assets at December 31, 2025.
Removed
The utilization of these kinds of cost saving measures by our customers could reduce the demand or pricing for our products and services and have a material adverse effect on our business, financial condition, and results of operations.
Added
In November 2025, we completed the acquisition of Grassform Plant Hire Limited (“Grassform”), a U.K. market leader in ground protection and temporary roadway solutions and services, for estimated net consideration of £34.9 ($46.0) million.
Removed
Such risks include, but are not limited to, our customers’ activity levels, spending for our products and services, and their ability to pay amounts owed us that could be impacted by the ability of our customers to access equity or credit markets; the cost and continued availability of borrowed funds; and cybersecurity incidents or business system disruptions.
Added
These risks and uncertainties could materially and adversely affect our business and results of operations. Risks Related to Manufacturing Capacity Expansion Projects As part of our growth strategy, we intend to make investments to expand our composite mat production capacity.
Removed
Additionally, developing non-infringing technologies could increase our costs.
Added
Such manufacturing capacity expansion projects may be delayed, interrupted, or otherwise limited due to unexpected cost increases, availability of labor and materials, unforeseen hazards, and other risks associated with construction projects. The costs of these activities could have a negative impact on our results of operations and financial condition.
Removed
Borrowing availability under the Amended ABL Facility is calculated based on the level of eligible U.S. accounts receivable, inventory and composite mats included in the rental fleet, net of reserves and subject to limits on certain of the assets included in the borrowing base calculation, and accordingly, the total availability under the Amended ABL Facility may fluctuate.
Added
In addition, the expected benefits of such future manufacturing operations are subject to a number of risks and uncertainties which could negatively impact our results from operations, including among other items, incorrect assumptions 8 regarding future business activity levels, future per unit manufacturing cost assumptions, including expectations of the cost and availability of raw materials, as well as the diversion of management’s attention from existing operations or other priorities.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+1 added−0 removed12 unchanged
Biggest changeAdditionally, we have a set of Company-wide policies and procedures regarding cybersecurity matters, which include an Information Security best practices intranet site, as well as other policies that directly or indirectly relate to cybersecurity, such as policies related to email usage, remote network access, internet usage, passphrase usage, information technology acceptable use, data governance and privacy, and information security.
Biggest changeAdditionally, we have Company-wide policies and procedures regarding cybersecurity matters, which include an Information Security best practices intranet site, as well as other policies that directly or indirectly relate to cybersecurity, such as policies related to email usage, remote network access, internet usage, passphrase usage, information technology acceptable use, data governance and privacy, and information security.
Risk Management and Strategy Our CIO receives reports on cybersecurity threats from experienced information security personnel and third-party consultants and resources, and regularly reviews risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Our processes and systems include automated tools and technical safeguards 16 managed and monitored by our cybersecurity team.
Risk Management and Strategy Our CIO receives reports on cybersecurity threats from experienced information security personnel and third-party consultants and resources, and regularly reviews risk management measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. Our processes and systems include automated tools and technical safeguards managed and monitored by our cybersecurity team.
ITEM 1C. Cybersecurity We believe that cybersecurity is a critical component of our enterprise risk management process, and as such, we have implemented a cybersecurity program to assess, identify, and manage risks from cybersecurity threats that may result in adverse effects on the confidentiality, integrity, and availability of our information systems.
ITEM 1C. Cybersecurity 15 We believe that cybersecurity is a critical component of our enterprise risk management process, and as such, we have implemented a cybersecurity program to assess, identify, and manage risks from cybersecurity threats that may result in adverse effects on the confidentiality, integrity, and availability of our information systems.
Added
Additional information on risks we face from cybersecurity threats can be found in Item 1A. “Risk Factors” under “Risks Related to Cybersecurity Incidents or Business System Disruptions”. 16

Item 2. Properties

Properties — owned and leased real estate

2 edited+1 added−0 removed0 unchanged
Biggest changeProperties We own a facility containing approximately 108,000 square feet of office space (approximately 81,000 square feet of which is currently being leased to third parties) on approximately 11 acres of land in Katy, Texas, which houses certain administrative offices, and we own a facility containing approximately 93,000 square feet of industrial and office space on approximately 34 acres of land in Carencro, Louisiana, which houses our DURA-BASE® mats manufacturing facilities and technology center.
Biggest changeITEM 2. Properties We own a facility containing approximately 93,000 square feet of industrial and office space on approximately 34 acres of land in Carencro, Louisiana, which houses our DURA-BASE® mats manufacturing facilities and technology center.
We also lease and own office and warehouse space to support our field operations, as well as our administrative offices throughout the U.S. and U.K.
In addition, we lease and own various offices, yards, and warehouse spaces throughout the United States and United Kingdom to support our operations.
Added
We also own a facility containing approximately 108,000 square feet of office space (approximately 85,000 square feet of which is currently being leased or available to be leased to third parties) on approximately 11 acres of land in Katy, Texas, which houses certain administrative offices.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+1 added−2 removed1 unchanged
Biggest changeDue to restrictions associated with the Fluids Systems sale process and other events, no shares of common stock were repurchased under the repurchase program during 2024. During the three months ended December 31, 2024, we purchased no shares surrendered in lieu of taxes under vesting of restricted stock awards.
Biggest changeAll shares purchased are held as treasury stock. There were no shares of common stock repurchased under the repurchase program during the three months ended December 31, 2025. There were 3.0 million shares of common stock repurchased under the repurchase program during the year ended December 31, 2025.
This information shall be deemed furnished but not filed in this Form 10-K, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference. 19 Issuer Purchases of Equity Securities The following table details our repurchases of shares of our common stock for the three months ended December 31, 2024: 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) October 2024 — $ — — $ 50.0 November 2024 — $ — — $ 50.0 December 2024 — $ — — $ 50.0 Total — — Our Board of Directors has authorized a securities repurchase program available for repurchases of our common stock.
This information shall be deemed furnished but not filed in this Form 10-K, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, or the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference. 18 Issuer Purchases of Equity Securities The following table details our repurchases of shares of our common stock for the three months ended December 31, 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) October 2025 — $ — — $ 91.7 November 2025 — $ — — $ 91.7 December 2025 — $ — — $ 91.7 Total — — Our Board of Directors has authorized a securities repurchase program available for repurchases of our common stock.
As of February 1, 2025, we had 1,061 stockholders of record as determined by our transfer agent. We have not paid any dividends during the three most recent fiscal years or any subsequent interim period, and we do not intend to pay any cash dividends in the foreseeable future.
As of February 1, 2026, we had 995 stockholders of record as determined by our transfer agent. We have not paid any dividends during the three most recent fiscal years or any subsequent interim period, and we do not intend to pay any cash dividends in the foreseeable future.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Asset-Based Loan Facility.” 18 Stock Performance Graph The following graph reflects a comparison of the cumulative total stockholder return of our common stock from January 1, 2020 through December 31, 2024, with the Russell 2000 Index, a broad equity market index comprised of companies with comparable market capitalization to NPK, and the S&P SmallCap 600 Capped Industrials Index, an index comprised of industrial sector companies with comparable market capitalization to NPK.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Credit Facility.” Stock Performance Graph The following graph reflects a comparison of the cumulative total stockholder return of our common stock from January 1, 2021 through December 31, 2025, with the Russell 2000 Index, a broad equity market index comprised of companies with comparable market capitalization to NPK, and the S&P SmallCap 600 Capped Industrials Index, an index comprised of industrial sector companies with comparable market capitalization to NPK.
In addition, our Amended ABL Facility contains covenants which limit the payment of dividends on our common stock. See Item 7.
In addition, our Credit Facility contains covenants which limit the payment of dividends on our common stock. See Item 7.
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. As of December 31, 2024, we had $50.0 million of authorization remaining under the program.
The repurchase program has no specific term. Repurchases are expected to be funded from operating cash flows, available cash on hand, and borrowings under our Credit Facility. 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.
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 Amended ABL Facility (as defined in Note 6) and other factors. The repurchase program has no specific term.
In April 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 6) and other factors.
During 2024, we purchased an aggregate of 529,067 shares surrendered in lieu of taxes under vesting of restricted stock awards. These shares were not acquired pursuant to our securities repurchase program described above. All of the shares purchased are held as treasury stock. ITEM 6. [Reserved] 20
During 2025, we purchased an aggregate of 282,668 shares surrendered in lieu of taxes under vesting of restricted stock awards. When these purchases occur, such shares are not acquired pursuant to our securities repurchase program described above. ITEM 6. [Reserved] 19
The New York Stock Exchange Market Value Index and the Philadelphia Oil Service Sector Index have been included through this transition year. The graph assumes the investment of $100 on January 1, 2020 in our common stock and each index and the reinvestment of all dividends, if any.
The graph assumes the investment of $100 on January 1, 2021 in our common stock and each index and the reinvestment of all dividends, if any.
Removed
The Russell 2000 Index and the S&P SmallCap 600 Capped Industrials Index replace the New York Stock Exchange Market Value Index and the Philadelphia Oil Service Sector Index, respectively, in this analysis and going forward, as these indexes are more representative of our current business following the sale of the Fluids Systems business in September 2024.
Added
As of December 31, 2025, we had $91.7 million of authorization remaining under the program. In addition, we did not purchase any shares surrendered in lieu of taxes under vesting of restricted shares during the three months ended December 31, 2025.
Removed
In February 2024, our Board of Directors replaced the prior program with a new repurchase program for repurchases of common stock up to $50.0 million.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

52 edited+37 added−27 removed13 unchanged
Biggest changeSee Note 2 for additional information. 23 Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Consolidated Results of Operations Summarized results of operations for 2023 compared to 2022 are as follows: Year Ended December 31, 2023 vs 2022 (In thousands) 2023 2022 $ % Revenues $ 207,648 $ 192,993 $ 14,655 8 % Cost of revenues 135,094 133,002 2,092 2 % Selling, general and administrative expenses 51,083 48,780 2,303 5 % Other operating (income) loss, net (1,469) (3,226) 1,757 NM Impairments and other charges — 7,905 (7,905) NM Operating income from continuing operations 22,940 6,532 16,408 NM Foreign currency exchange (gain) loss (889) 1,276 (2,165) NM Interest expense, net 4,107 3,510 597 17 % Income from continuing operations before income taxes 19,722 1,746 17,976 NM Provision for income taxes from continuing operations 5,573 924 4,649 NM Income from continuing operations 14,149 822 13,327 NM Income (loss) from discontinued operations 367 (21,656) 22,023 NM Net income $ 14,516 $ (20,834) $ 35,350 NM The following table presents further disaggregated revenues by type: Year Ended December 31, 2023 vs 2022 (In thousands) 2023 2022 $ % Rental and service revenues $ 149,954 $ 134,301 $ 15,653 12 % Product sales revenues 57,694 58,692 (998) (2) % Total revenues $ 207,648 $ 192,993 $ 14,655 8 % The following table presents gross profit margins by type: Year Ended December 31, Change (In thousands) 2023 2022 Rental and service - Gross profit margin 34.3 % 31.9 % 240 bps Product sales - Gross profit margin 36.7 % 29.3 % 740 bps Total gross profit margin 34.9 % 31.1 % 380 bps Revenues Revenues increased 8% to $207.6 million for 2023, compared to $193.0 million for 2022, including a 12% increase in rental and service revenues, partially offset by a 2% decline in product sales revenues.
Biggest changeDuring 2025, we utilized $20.4 million to repurchase 3.0 million shares (4% of our outstanding shares) under our share repurchase program. 21 Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Consolidated Results of Operations Summarized results of operations for 2025 compared to 2024 are as follows: Year Ended December 31, 2025 vs 2024 (In thousands) 2025 2024 $ % Revenues $ 277,043 $ 217,489 $ 59,554 27 % Cost of revenues 176,283 140,359 35,924 26 % Selling, general and administrative expenses 54,034 46,048 7,986 17 % Other operating (income) loss, net (53) (1,269) 1,216 NM Operating income from continuing operations 46,779 32,351 14,428 45 % Foreign currency exchange (gain) loss (884) 869 (1,753) NM Interest expense, net 13 2,621 (2,608) NM Income from continuing operations before income taxes 47,650 28,861 18,789 65 % Provision (benefit) for income taxes from continuing operations 11,705 (6,738) 18,443 Income from continuing operations 35,945 35,599 346 Income (loss) from discontinued operations 2,994 (185,861) 188,855 Net income (loss) $ 38,939 $ (150,262) $ 189,201 The following table presents further disaggregated revenues by type: Year Ended December 31, 2025 vs 2024 (In thousands) 2025 2024 $ % Revenues Rental and service revenues $ 183,709 $ 145,785 $ 37,924 26 % Product sales revenues 93,334 71,704 21,630 30 % Total revenues $ 277,043 $ 217,489 $ 59,554 27 % The following table presents gross profit margins by type: Year Ended December 31, Change (In thousands) 2025 2024 Gross profit margin Rental and service - Gross profit margin 36.7 % 35.3 % 140 bps Product sales - Gross profit margin 35.7 % 35.8 % (10) bps Total gross profit margin 36.4 % 35.5 % 90 bps Revenues Revenues increased 27% to $277.0 million for 2025, compared to $217.5 million for 2024, including a 26% increase in rental and service revenues and a 30% increase in product sales revenues.
Net cash provided by investing activities was $8.3 million for 2024, which includes $48.5 million in initial net proceeds from the sale of the Fluids Systems business, partially offset by capital expenditures of $43.5 million in 2024, the substantial majority of which were directed to expanding our mat rental fleet.
Net cash provided by investing activities was $8.3 million for 2024, which includes $48.5 million in initial net proceeds from the sale of the Fluids Systems business, partially offset by capital expenditures of $43.5 million. The substantial majority of our capital expenditures for 2025 and 2024 were directed to expanding our mat rental fleet.
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. 2024 Strategic Actions As aligned with our Strategy described in Part I. Item I.
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 Strategic Actions As aligned with our Strategy described in Part I. Item I.
The majority of the 2024 and 2023 revenues were derived from customers in the power transmission sector. 22 Cost of revenues Cost of revenues increased 4% to $140.4 million for 2024 (35.5% gross profit margin), compared to $135.1 million for 2023 (34.9% gross profit margin), primarily driven by the 5% increase in revenues described above.
The majority of the 2024 and 2023 revenues were derived from customers in the power transmission sector. 24 Cost of revenues Cost of revenues increased 4% to $140.4 million for 2024 (35.5% gross profit margin), compared to $135.1 million for 2023 (34.9% gross profit margin), primarily driven by the 5% increase in revenues described above.
We anticipate that the obligations and commitments listed above that are due in less than one year will be paid from available cash on-hand, cash generated by operations, and the projected availability under our Amended ABL Facility, subject to covenant compliance and certain restrictions as further discussed above.
We anticipate that the obligations and commitments listed above that are due in less than one year will be paid from available cash on-hand, cash generated by operations, and the projected availability under our Credit Facility, subject to covenant compliance and certain restrictions as further discussed above.
On September 13, 2024, we completed the sale of the equity interests in 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.
In September 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.
Product sales margins decreased partially due to an approximately $1 million impact of an unscheduled downtime event on one of the production lines at our manufacturing facility in the third quarter 2024. Selling, general and administrative expenses Selling, general and administrative expenses decreased $5.0 million to $46.0 million for 2024, compared to $51.1 million for 2023.
Product sales gross profit margin decreased partially due to an approximately $1 million impact of an unscheduled downtime event on one of the production lines at our manufacturing facility in the third quarter 2024. Selling, general and administrative expenses Selling, general and administrative expenses decreased $5.0 million to $46.0 million for 2024, compared to $51.1 million for 2023.
The loss from discontinued operations for 2024 includes the loss on sale of the segment of $195.7 million. Discontinued operations also include $8.9 million and $12.7 million in charges for 2024 and 2023, respectively, primarily related to the Sale Transaction, impairments, and other items.
The loss from discontinued operations for 2024 included the loss on sale of the segment of $195.7 million. Discontinued operations also included $8.9 million and $12.7 million in charges for 2024 and 2023, respectively, primarily related to the Sale Transaction, impairments, and other items.
We expect cash on hand and cash generated by operations, as well as the projected availability under our Amended ABL Facility and other existing financing arrangements, to be adequate to fund our current operations during the next 12 months.
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.
The Amended ABL Facility contains customary representations, warranties and covenants that, among other things, and subject to certain specified circumstances and exceptions, restrict or limit the ability of the borrowers and certain of their subsidiaries to incur indebtedness (including guarantees), grant liens, make investments, pay dividends or distributions with respect to capital stock and make other restricted payments, make prepayments on certain indebtedness, engage in mergers or other fundamental changes, dispose of property, and change the nature of their business.
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.
In 2024, 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 (“E&P”), pipeline, renewable energy, petrochemical, construction and other industries within the United States and United Kingdom.
In 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 2024 benefit includes a $15.9 million benefit primarily related to the release of valuation allowances on U.S. federal and state net operating losses and tax credit carryforwards that are now expected to be realized following the sale of the Fluids Systems business.
The 2024 benefit included a $15.9 million benefit primarily related to the release of valuation allowances on U.S. federal and state net operating losses and tax credit carryforwards expected to be realized following the sale of the Fluids Systems business.
The improvement in gross profit margin is primarily attributable to the effects of an improved revenue mix. Rental and service margins increased primarily due to a higher proportion of rental revenues and a lower proportion of service revenues.
The improvement in gross profit margin is primarily attributable to the effects of an improved revenue mix. Rental and service gross profit margin increased 100 basis points primarily due to a higher proportion of rental revenues and a lower proportion of service revenues.
See Note 2 for additional information. 25 Liquidity and Capital Resources We elected not to adjust the consolidated statements of cash flows for the years ended December 31, 2024, 2023, and 2022 to exclude cash flows attributable to discontinued operations.
See Note 2 for additional information. 25 Liquidity and Capital Resources We elected not to adjust the consolidated statements of cash flows for the years ended December 31, 2025, 2024, and 2023 to separately present cash flows attributable to discontinued operations.
At December 31, 2024, we had a total valuation allowance of $34.3 million, which includes valuation allowances of $20.3 million for U.S. capital loss carryforwards, $9.2 million for certain U.S. state and foreign net operating loss carryforwards, as well as $4.8 million for foreign tax credits.
At December 31, 2025, we had a total valuation allowance of $25.8 million, which includes valuation allowances of $17.2 million for U.S. capital loss carryforwards, $3.8 million for certain U.S. state and foreign net operating loss carryforwards as well as $4.8 million for foreign tax credits.
With the recent completion of the sale of the Fluids Systems business and 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. 21 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Consolidated Results of Operations Summarized results of operations for 2024 compared to 2023 are as follows: Year Ended December 31, 2024 vs 2023 (In thousands) 2024 2023 $ % Revenues $ 217,489 $ 207,648 $ 9,841 5 % Cost of revenues 140,359 135,094 5,265 4 % Selling, general and administrative expenses 46,048 51,083 (5,035) (10) % Other operating (income) loss, net (1,269) (1,469) 200 NM Operating income from continuing operations 32,351 22,940 9,411 41 % Foreign currency exchange (gain) loss 869 (889) 1,758 NM Interest expense, net 2,621 4,107 (1,486) (36) % Income from continuing operations before income taxes 28,861 19,722 9,139 46 % Provision (benefit) for income taxes from continuing operations (6,738) 5,573 (12,311) NM Income from continuing operations 35,599 14,149 21,450 NM Income (loss) from discontinued operations (185,861) 367 (186,228) NM Net income (loss) $ (150,262) $ 14,516 $ (164,778) NM The following table presents further disaggregated revenues by type: Year Ended December 31, 2024 vs 2023 (In thousands) 2024 2023 $ % Rental and service revenues $ 145,785 $ 149,954 $ (4,169) (3) % Product sales revenues 71,704 57,694 14,010 24 % Total revenues $ 217,489 $ 207,648 $ 9,841 5 % The following table presents gross profit margins by type: Year Ended December 31, Change (In thousands) 2024 2023 Rental and service - Gross profit margin 35.3 % 34.3 % 100 bps Product sales - Gross profit margin 35.8 % 36.7 % (90) bps Total gross profit margin 35.5 % 34.9 % 60 bps Revenues Revenues increased 5% to $217.5 million for 2024, compared to $207.6 million for 2023, including a 24% increase in product sales revenues, partially offset by a 3% decline in rental and service revenues.
See Note 2 for additional information. 23 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Consolidated Results of Operations Summarized results of operations for 2024 compared to 2023 are as follows: Year Ended December 31, 2024 vs 2023 (In thousands) 2024 2023 $ % Revenues $ 217,489 $ 207,648 $ 9,841 5 % Cost of revenues 140,359 135,094 5,265 4 % Selling, general and administrative expenses 46,048 51,083 (5,035) (10) % Other operating (income) loss, net (1,269) (1,469) 200 NM Operating income from continuing operations 32,351 22,940 9,411 41 % Foreign currency exchange (gain) loss 869 (889) 1,758 NM Interest expense, net 2,621 4,107 (1,486) (36) % Income from continuing operations before income taxes 28,861 19,722 9,139 46 % Provision (benefit) for income taxes from continuing operations (6,738) 5,573 (12,311) Income from continuing operations 35,599 14,149 21,450 Income (loss) from discontinued operations (185,861) 367 (186,228) Net income (loss) $ (150,262) $ 14,516 $ (164,778) The following table presents further disaggregated revenues by type: Year Ended December 31, 2024 vs 2023 (In thousands) 2024 2023 $ % Revenues Rental and service revenues $ 145,785 $ 149,954 $ (4,169) (3) % Product sales revenues 71,704 57,694 14,010 24 % Total revenues $ 217,489 $ 207,648 $ 9,841 5 % The following table presents gross profit margins by type: Year Ended December 31, Change (In thousands) 2024 2023 Gross profit margin Rental and service - Gross profit margin 35.3 % 34.3 % 100 bps Product sales - Gross profit margin 35.8 % 36.7 % (90) bps Total gross profit margin 35.5 % 34.9 % 60 bps Revenues Revenues increased 5% to $217.5 million for 2024, compared to $207.6 million for 2023, including a 24% increase in product sales revenues, partially offset by a 3% decline in rental and service revenues.
Selling, general and administrative expenses as a percentage of revenues was 21.2% for 2024 compared to 24.6% for 2023. Other operating (income) loss, net Other operating (income) loss, net primarily reflects gains and losses associated with the sale of assets. In addition, 2024 includes a $0.6 million gain related to a legal settlement.
Selling, general and administrative expenses as a percentage of revenues was 21.2% for 2024 compared to 24.6% for 2023. Other operating (income) loss, net Other operating (income) loss, net primarily includes gains and losses on sales of non-rental assets. In addition, 2024 included a $0.6 million gain related to a legal settlement.
Discontinued operations also includes an allocation of interest expense on corporate debt. Such interest expense totaled $1.4 million and $2.4 million for 2024 and 2023, respectively. Provision (benefit) for income taxes from continuing operations The benefit for income taxes from continuing operations was $6.7 million for 2024 compared to a provision for income taxes of $5.6 million for 2023.
Such interest expense totaled $1.4 million and $2.4 million for 2024 and 2023, respectively. Provision (benefit) for income taxes from continuing operations The benefit for income taxes from continuing operations was $6.7 million for 2024 compared to a provision for income taxes of $5.6 million for 2023.
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.
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.
The Amended ABL Facility includes customary events of default 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 security interests or invalidity of loan documents, certain ERISA events, unsatisfied or unstayed judgments and change of control. Other Financing Arrangements.
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.
As part of our annual goodwill review, we first perform a qualitative assessment based on company performance and future business outlook to determine if indicators of impairment exist.
Goodwill Goodwill is tested for impairment annually as of November 1, or more frequently, if indicators of impairment exist. As part of our annual goodwill review, we first perform a qualitative assessment based on company performance and future business outlook to determine if indicators of impairment exist.
Foreign currency exchange Foreign currency exchange was a $0.9 million loss for 2024 compared to a $0.9 million gain for 2023 and reflects the impact of currency translation for assets and liabilities (including intercompany balances) that are denominated in currencies other than functional currencies, principally related to our U.K. operations.
Foreign currency exchange Foreign currency exchange for 2024 and 2023 reflects the impact of currency translation for assets and liabilities (including intercompany balances) that are denominated in currencies other than functional currencies, principally related to our U.K. operations. Interest expense, net Interest expense, net was $2.6 million for 2024 compared to $4.1 million for 2023.
Net cash provided by operating activities was $38.2 million for 2024 compared to $100.0 million for 2023. Net income adjusted for non-cash items provided cash of $54.5 million in 2024, compared to $57.2 million in 2023, while changes in working capital used cash of $16.3 million in 2024, compared to $42.8 million of cash provided in 2023.
Net cash provided by operating activities was $73.0 million for 2025 compared to $38.2 million for 2024. Net income adjusted for non-cash items provided cash of $75.4 million in 2025, compared to $54.5 million in 2024. Changes in working capital used cash of $2.4 million in 2025, compared to $16.3 million in 2024.
Although we believe all tax positions are reasonable and properly reported in accordance with applicable tax laws and regulations in effect during the periods involved, the final determination of these matters could be materially different than that which is reflected in historical income tax provisions and accruals. New Accounting Pronouncements See Note 1 in Item 8.
Although we believe all tax positions are reasonable and properly reported in accordance with applicable tax laws and regulations in effect during the periods involved, the final determination of these matters could be materially different than that which is reflected in historical income tax provisions and accruals. 29 Sale of Fluids Systems Business In September 2024, we completed the sale of the Fluids Systems business.
Interest expense, net Interest expense was $2.6 million for 2024 compared to $4.1 million for 2023. The decrease in interest expense is primarily due to a decrease in average debt outstanding. The 2024 expense includes a $0.5 million non-cash write off of debt issuance costs associated with the amendment of our Amended ABL Facility.
The decrease in interest expense is primarily due to interest income of $1.8 million earned in 2025 as well as a decrease in average debt outstanding. The 2024 expense included a $0.5 million non-cash write off of debt issuance costs associated with the amendment of our Amended ABL Facility.
The applicable margin ranges from 1.50% to 2.00% per annum for Term SOFR borrowings, and 0.50% to 1.00% per annum for base rate borrowings, based on the consolidated leverage ratio (as defined in the Amended ABL Facility) as of the last day of the most recent fiscal quarter.
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.
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. See Note 1 in Item 8. “Financial Statements and Supplementary Data” for a discussion of the accounting policies for each of these matters.
Significant estimates used in preparing our consolidated financial statements include the fair values of assets acquired and liabilities assumed at the dates of acquisition for business combinations, 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. See Note 1 in Item 8.
Foreign currency exchange Foreign currency exchange was a $0.9 million gain for 2023 compared to a $1.3 million loss for 2022 and reflects the impact of currency translation for assets and liabilities (including intercompany balances) that are denominated in currencies other than functional currencies, principally related to our U.K. operations.
Foreign currency exchange Foreign currency exchange for 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 expense, net Interest expense, net was minimal for 2025 compared to $2.6 million for 2024.
At December 31, 2024, we had $6.2 million in outstanding letters of credit, performance bonds, and other guarantees for which certain of the letters of credit are collateralized by $0.5 million in restricted cash. We also enter into normal short-term operating leases for office and warehouse space, as well as certain operating equipment.
At December 31, 2025, we had $10.3 million in outstanding letters of credit (inclusive of the amount outstanding under the Credit Facility as described above), performance bonds, and other guarantees. We also enter into normal short-term operating leases for office and warehouse space, as well as certain operating equipment.
We fully cooperate with all audits but defend existing positions vigorously. We evaluate the potential exposure associated with various filing positions and record a liability for uncertain tax positions as circumstances warrant.
From time to time, we are examined by various tax authorities in countries where we operate. We fully cooperate with all audits but defend existing positions vigorously. We evaluate the potential exposure associated with various filing positions and record a reduction to the related net operating loss or a liability for uncertain tax positions, as circumstances warrant.
During 2024, we entered $3.5 million of new finance lease liabilities in exchange for leased assets. Off-Balance Sheet Arrangements We do not have any special purpose entities.
Other Financing Arrangements. We maintain finance leases primarily related to transportation equipment. During 2025, we entered into $4.7 million of new finance lease liabilities in exchange for leased assets. Off-Balance Sheet Arrangements We do not have any special purpose entities.
We file income tax returns in the U.S. and certain non-U.S. jurisdictions and are subject to examination in the various jurisdictions in which we file.
We file income tax returns in the U.S. and certain non-U.S. jurisdictions and are subject to examination in the various jurisdictions in which we file. We are no longer subject to income tax examinations for U.S. federal and substantially all state jurisdictions for years prior to 2021 and for substantially all foreign jurisdictions for years prior to 2019.
A valuation allowance must be established to offset a deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax asset will not be realized. We have considered future taxable income and tax planning strategies in assessing the need for our valuation allowance.
Income Taxes We had total deferred tax assets of $72.9 million and $78.6 million at December 31, 2025 and 2024, respectively. A valuation allowance must be established to offset a deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax asset will not be realized.
The remaining 33% of our 2024 revenues were generated from the sale of our manufactured recyclable composite mats to customers around the world, with power transmission being the primary end-market.
The remaining 34% of our 2025 revenues 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.
Rental revenues increased $7.8 million (10%) primarily due to higher rental volume, driven by our organic growth efforts, partially offset by lower pricing. Service revenues increased $7.9 million (13%), reflecting a modestly higher level of services included within customer rental projects.
Rental revenues increased $34.7 million (39%), 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.
None of these off-balance sheet arrangements either has, or is expected to have, a material effect on our financial statements. 27 Contractual Obligations A summary of our outstanding contractual and other obligations and commitments at December 31, 2024 is as follows: (In thousands) 2025 2026 2027 2028 2029 Thereafter Total Amended ABL Facility $ — $ — $ — $ — $ — $ — $ — Financing obligation (1) 106 — — — — — 106 Finance lease liabilities (1) 3,278 2,909 1,791 519 — — 8,497 Operating lease liabilities (1) 2,724 2,696 2,552 2,178 2,029 3,056 15,235 Trade accounts payable and accrued liabilities (2) 39,597 — — — — — 39,597 Other long-term liabilities (3) — 2,279 402 — — 2,921 5,602 Performance bond obligations 3,312 — — 435 — — 3,747 Letter of credit commitments 2,487 — — — — — 2,487 Total contractual obligations $ 51,504 $ 7,884 $ 4,745 $ 3,132 $ 2,029 $ 5,977 $ 75,271 (1) Financing obligations, finance lease liabilities, and operating lease liabilities represent the undiscounted future payments.
None of these off-balance sheet arrangements either has, or is expected to have, a material effect on our financial statements. 27 Contractual Obligations A summary of our outstanding contractual and other obligations and commitments at December 31, 2025 is as follows: (In thousands) 2026 2027 2028 2029 2030 Thereafter Total Credit Facility $ — $ — $ — $ — $ 5,300 $ — $ 5,300 Finance lease liabilities (1) 5,967 4,120 1,909 764 131 — 12,891 Operating lease liabilities (1) 3,072 2,940 2,604 2,301 1,934 1,322 14,173 Trade accounts payable and accrued liabilities (2) 49,532 — — — — — 49,532 Other long-term liabilities (3) — 1,801 — — — 2,613 4,414 Performance bond obligations 4,176 50 490 — — — 4,716 Letter of credit commitments 5,540 — — — — — 5,540 Total contractual obligations $ 68,287 $ 8,911 $ 5,003 $ 3,065 $ 7,365 $ 3,935 $ 96,566 (1) Financing obligations, finance lease liabilities, and operating lease liabilities represent the undiscounted future payments.
Our capitalization is as follows: (In thousands) December 31, 2024 December 31, 2023 Amended ABL Facility $ — $ 45,000 Other debt 7,728 17,085 Unamortized discount and debt issuance costs (1) (56) Total debt $ 7,727 $ 62,029 Stockholders’ equity 326,495 415,364 Total capitalization $ 334,222 $ 477,393 Total debt to capitalization 2.3 % 13.0 % Asset-Based Loan Facility.
Our capitalization is as follows: (In thousands) December 31, 2025 December 31, 2024 Credit Facility $ 5,300 $ — Other debt 11,562 7,728 Unamortized discount and debt issuance costs — (1) Total debt $ 16,862 $ 7,727 Stockholders’ equity 351,156 326,495 Total capitalization $ 368,018 $ 334,222 Total debt to capitalization 4.6 % 2.3 % Credit Facility.
As of December 31, 2024, the applicable margin for borrowings under the Amended ABL Facility was 1.50% with respect to Term SOFR borrowings and 0.50% with respect to base rate borrowings, and the applicable commitment fee on the unused portion of the Amended ABL Facility was 0.375% per annum.
As of December 31, 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. As of December 31, 2025, the weighted average interest rate for the Credit Facility was 7.5%.
The effective tax rate for 2022 was negatively impacted by the level of pretax income from continuing operations. Income (loss) from discontinued operations Income (loss) from discontinued operations reflects the former Fluids Systems segment, which was sold in the third quarter of 2024.
Excluding this valuation allowance benefit, the effective tax rate was 27.7% for 2025 and 31.7% for 2024, primarily attributable to the increase in U.S. earnings. Income (loss) from discontinued operations Income (loss) from discontinued operations, net of tax reflects the former Fluids Systems segment, which was sold in the third quarter of 2024.
In completing the annual evaluation during the fourth quarter of 2024, we determined that the fair value was significantly more than the net carrying value, and therefore, no impairment was required. Income Taxes We had total deferred tax assets of $78.6 million and $56.0 million at December 31, 2024 and 2023, respectively.
In completing the annual evaluation during the fourth quarter of 2025, we determined that the fair value was significantly more than the net carrying value, and therefore, no impairment was required. As of December 31, 2025, our consolidated balance sheet includes $76.3 million of goodwill, including $28.2 million from the November 2025 Grassform acquisition.
In 2024, we recognized a valuation allowance of $20.3 million on capital losses related to the sale of the Fluids Systems business that are not expected to be realized, partially offset by $15.9 million tax benefit recognized primarily related to the release of valuation allowances on U.S. federal and state net operating losses and tax credit carryforwards that are now expected to be realized following the sale of the Fluids Systems business.
The years ended 2025 and 2024 include income tax benefits of $1.5 million and $15.9 million, respectively, primarily reflecting the release of valuation allowances on U.S. federal and state net operating losses and other tax credit carryforwards following the sale of the Fluids Systems business.
The Amended ABL Facility provides financing of up to $100.0 million available for borrowings (inclusive of letters of credit), which can be increased up to $250.0 million, subject to certain conditions.
In June 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.
Under the terms of the Amended ABL Facility, we may elect to borrow at a variable interest rate based on either, (1) the Term SOFR rate (subject to a floor of zero) or (2) the base rate (subject to a floor of zero), equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A., and (c) Term SOFR for a one-month interest period plus 1.00%, plus, in each case, an applicable margin per annum.
As of December 31, 2025, we had $5.3 million in outstanding borrowings and $5.5 million in outstanding letters of credit, resulting in $139.2 million of remaining availability under the Credit Facility. 26 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.
Following completion of the Sale Transaction in September 2024, substantially all our $17.8 million of cash on hand at December 31, 2024 resides in the U.S. We primarily manage our liquidity utilizing cash on hand and availability under our Amended ABL Facility and other existing financing arrangements.
Net cash used in financing activities was $66.9 million for 2024, primarily reflecting net repayments on our Amended ABL Facility and other existing financing arrangements. Substantially all the $5.1 million of cash on hand at December 31, 2025 resides in the U.K., primarily related to the November 2025 Grassform acquisition.
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 the utilities market penetration. 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 also intend to make investments to expand our composite mat production capacity and expect to use a portion of our existing liquidity to return value to our shareholders and pursue our long-term strategic initiatives.
We believe the critical accounting policies described below affect our more significant judgments and estimates used in preparing the consolidated financial statements. Sale of Fluids Systems Business In September 2024, we completed the sale of the Fluids Systems business. See Note 2 for additional information.
We believe the critical accounting policies described below affect our more significant judgments and estimates used in preparing the consolidated financial statements. Business Combinations We use the acquisition method of accounting to allocate costs of acquired businesses to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition.
Interest expense, net Interest expense was $4.1 million for 2023 compared to $3.5 million for 2022. The increase in interest expense is primarily due to an increase in benchmark borrowing rates in 2023 partially offset by a decrease in average debt outstanding. Discontinued operations also includes an allocation of interest expense on corporate debt.
The decrease was primarily due to a decrease in average debt outstanding. The 2024 expense included a $0.5 million non-cash write off of debt issuance costs associated with the amendment of our Amended ABL Facility. Discontinued operations also included an allocation of interest expense on corporate debt.
We are also required to pay a commitment fee equal to (i) 0.375% per annum at any time the average daily unused portion of the commitments is greater than 50% and (ii) 0.25% per annum at any time the average daily unused portion of the commitments is less than 50%.
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.
Discontinued operations also include $12.7 million and $29.8 million in charges for 2023 and 2022, respectively, primarily related to impairments and other items.
The loss from discontinued operations for 2024 included the loss on sale of the segment of $195.7 million, as well as $8.9 million in charges related to the Sale Transaction, impairments, and other items.
Provision (benefit) for income taxes from continuing operations The provision for income taxes from continuing operations was $5.6 million for 2023, representing an effective tax rate of 28.3%, compared to a provision for income taxes of $0.9 million for 2022, representing an effective tax rate of 52.9%.
Discontinued operations in 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 $11.7 million for 2025 compared to a benefit for income taxes of $6.7 million for 2024.
We expect future working capital requirements for our operations will generally fluctuate directionally with revenues, and total availability under the Amended ABL Facility to fluctuate directionally based on the level of eligible U.S. accounts receivable, inventory, and composite mats included in the rental fleet.
We expect future working capital requirements for our operations will generally fluctuate directionally with revenues, and we expect capital expenditures in 2026 to be $45 million to $55 million, exclusive of any manufacturing expansion or acquisition, with spending primarily focused on the expansion of our mat rental fleet to further support our market penetration efforts.
The Amended ABL Facility is a senior secured obligation of the Company and certain of our U.S. subsidiaries constituting borrowers thereunder, secured by a first priority lien on substantially all of the personal property and certain real property of the borrowers, including a first priority lien on certain equity interests of direct subsidiaries of the borrowers.
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 in June 2030.
Removed
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.
Added
Business, the following reflect our strategic priorities intended to enhance long-term shareholder value as well as our actions and achievements in 2025. • Accelerated Organic Growth – We seek to accelerate revenue growth 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.
Removed
Business, the following strategic actions were taken in 2024. • Completed the Fluids Systems Sale Transaction – The September 2024 sale marked an important strategic milestone for our company, simplifying our business model while meaningfully improving our margin profile, return on investment and profitability potential, as we focus on growing our scale as a leading, pure-play specialty rental and services business in the global worksite access and critical infrastructure markets.
Added
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.
Removed
The estimated total consideration of the Sale Transaction was $88.2 million, which includes $70.2 million of cash proceeds received at closing, $16.0 million of receivables, primarily reflecting an adjustment for the final working capital conveyed at closing, and a $5 million interest-bearing note receivable, partially offset by net deferred consideration liabilities. • Rebranded as NPK – In December 2024, we announced our new brand identity, aligning with our strategic focus on specialty rental solutions for the global access market, and launched a new company website (www.npki.com).
Added
Due in part to the success of our efforts, rental and service revenues increased $38 million, or 26%, year-over-year for 2025, including a 39% increase in rental revenues.
Removed
NPK International commenced trading on the NYSE under the ticker symbol “NPKI” beginning December 19, 2024. • Strengthened Balance Sheet – We ended 2024 with total cash of $17.8 million, total debt of $7.7 million, and available liquidity under our ABL credit facility of $65.8 million, positioning the Company to pursue our stated organic and inorganic growth strategy. • Accelerated Organic Growth – In support of our efforts to accelerate revenue growth through the expansion of our high-return rental business, approximately $37 million of our 2024 capital expenditures were directed to the expansion of our mat rental fleet, expanding the rental fleet by approximately 11%, driving a 7% year-over-year increase in rental revenues. • Drove Operational Efficiency – During 2024, we continually took actions to streamline our overhead structure, which contributed to a $5.0 million year-over-year reduction in selling, general and administrative expenses (“SG&A”) for 2024.
Added
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, the revenue contribution from this customer grew substantially to 19% of our total revenues in 2025.
Removed
SG&A as a percentage of revenues was 21.2% for 2024 compared to 24.6% for 2023. We plan to maintain our focus on efficiency improvements and operating cost optimization across every aspect of our business.
Added
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 2025, we made net investments of $37 million in the expansion of our composite rental fleet, expanding the fleet by approximately 16% (excludes Grassform, as discussed below).
Removed
Product sales revenues decreased slightly for 2023, with continued strong demand across sectors, including utilities. 24 Cost of revenues Cost of revenues increased 2% to $135.1 million for 2023 (34.9% gross profit margin), compared to $133.0 million for 2022 (31.1% gross profit margin).
Added
Further, with our revenue growth and the favorable macro-environment, we have also accelerated our manufacturing capacity expansion planning efforts. As a result, 2025 cost of revenues includes $0.9 million of expense associated with these efforts.
Removed
The improvement in gross profit margin is primarily associated with revenue growth, including the effects of improved operating cost leverage from increased manufacturing, rental, and service activity. Selling, general and administrative expenses Selling, general and administrative expenses increased $2.3 million to $51.1 million for 2023, compared to $48.8 million for 2022.
Added
In 2026, we intend to make investments to expand our composite mat production capacity, with additional capacity expected to come online in the first half of 2027. • Pursued 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.
Removed
This increase was primarily driven by $1.4 million of costs related to strategic planning projects and a $1.3 million increase in severance costs. Selling, general and administrative expenses as a percentage of revenues was 24.6% for 2023 compared to 25.3% for 2022.
Added
We continually evaluated inorganic opportunities that align with our objectives throughout 2025, and our 2025 selling, general and administrative expenses expense (“SG&A”) includes $1.1 million of costs in support of this effort.
Removed
Other operating (income) loss, net Other operating (income) loss, net primarily includes gains associated with the sale of assets. Other operating (income) loss, net for 2022 includes a gain on divestiture of $2.6 million for the sale of the Conroe, Texas blending facility. See Note 13 for additional details.
Added
In November 2025, we completed the acquisition of Grassform Plant Hire Limited (“Grassform”), a U.K. market leader in ground protection and temporary roadway solutions and services with a fleet of over 20,000 composite mats.
Removed
Impairments and other charges For 2022, we recognized a $7.9 million non-cash impairment charge related to the exit of our Industrial Blending operations. See Note 13 for additional details.
Added
We anticipate that the acquisition will meaningfully increase the scale and capabilities of our U.K. operations. • Drove Operational Efficiency – We are focused on efficiency improvements and operating cost optimization across every aspect of our business.
Removed
Such interest expense totaled $2.4 million and $2.3 million for 2024 and 2023, respectively.
Added
Throughout 2025, we continued 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 2025, we incurred $1.2 million of severance expense associated with our streamlining efforts.
Removed
The cash provided by changes in working capital in 2023 benefited from the wind down of working capital associated with certain fourth quarter 2022 divestiture transactions.
Added
Additionally, during the second half 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. SG&A includes $0.5 million of expenses associated with the ERP rollout in 2025.
Removed
Net cash used in investing activities was $5.7 million for 2023, including $29.2 million in capital expenditures partially offset by $19.8 million in proceeds received related to our fourth quarter 2022 divestiture transactions. Net cash used in financing activities was $66.9 million for 2024 and primarily relates to net repayments on our Amended ABL Facility and other financing arrangements.
Added
In addition, we have capitalized $5.1 million of implementation costs for our cloud-based ERP system during 2025 that are included in prepaid expenses and other current assets, as well as other assets, on the balance sheet. We also 20 incurred $1.1 million in acquisition-related transaction costs primarily attributable to the Grassform acquisition.
Removed
Net cash used in financing activities was $81.0 million for 2023, which includes $47.4 million in net repayments on our Amended ABL Facility and other financing arrangements and $32.0 million in share purchases under our repurchase program.
Added
SG&A as a percentage of revenues was 19.5% for 2025 compared to 21.2% for 2024. • Enhanced Return on Invested 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+1 added−0 removed2 unchanged
Biggest changeForeign Currency Risk Following the Fluids Systems sale in September 2024, our principal foreign operations are currently conducted in the U.K., which contributed approximately 6% of our consolidated revenues. We have foreign currency exchange risks associated with these operations, which are conducted principally in British pounds.
Biggest changeFollowing the November 2025 Grassform acquisition, our U.K. operations represented 21% of our total assets at December 31, 2025. We have foreign currency exchange risks associated with these operations, which are conducted principally in British pounds.
Interest Rate Risk We are primarily exposed to interest rate risk through our Amended ABL Facility, which is subject to variable interest rates as determined by the debt agreement. At December 31, 2024, we had no borrowings under our Amended ABL Facility.
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 December 31, 2025, we had $5.3 million of borrowings under our Credit Facility. The weighted average interest rate at December 31, 2025 for the Credit Facility was 7.5%.
Added
Based on the balance of variable rate debt at December 31, 2025, a 100 basis-point increase in short-term interest rates would have increased annual pre-tax interest expense by $0.1 million. 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 2025 consolidated revenues.

Other NPKI 10-K year-over-year comparisons