RPC INC
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
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Item 8. Financial Statements and Supplementary Data
MANAGEMENT’S REPORT ON INTER****NAL CONTROL OVER FINANCIAL REPORTING
To the Stockholders of RPC, Inc.:
The management of RPC, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. RPC, Inc. maintains a system of internal accounting controls designed to provide reasonable assurance, at a reasonable cost, that assets are safeguarded against loss or unauthorized use and that the financial records are adequate and can be relied upon to produce financial statements in accordance with accounting principles generally accepted in the United States of America. The internal control system is augmented by written policies and procedures, an internal audit program and the selection and training of qualified personnel. This system includes policies that require adherence to ethical business standards and compliance with all applicable laws and regulations.
There are inherent limitations to the effectiveness of any controls system. A controls system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the controls system are met. Also, no evaluation of controls can provide absolute assurance that all control issues and any instances of fraud, if any, within the Company will be detected. Further, the design of a controls system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our internal control over financial reporting as of December 31, 2024, based on criteria established in the2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management’s assessment is that RPC, Inc. maintained effective internal control over financial reporting as of December 31, 2024.
The independent registered public accounting firm, Grant Thornton LLP, has audited the consolidated financial statements as of and for the year ended December 31, 2024, and has also issued their report on the effectiveness of the Company’s internal control over financial reporting, included in this report on page 33.
| /s/ Ben M. Palmer | | /s/ Michael L. Schmit |
|---|---|---|
| Ben M. PalmerPresident and Chief Executive Officer | Michael L. SchmitVice President, Chief Financial Officer and Corporate Secretary | |
| | | |
| | | |
| Atlanta, Georgia | | |
| February 28, 2025 | | |
REPORT OF INDEPEN****DENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
RPC, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of RPC, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated February 28, 2025 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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| /s/ | GRANT THORNTON LLP | |
|---|---|---|
| | | |
| Atlanta, Georgia | | |
| February 28, 2025 | | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
RPC, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of RPC, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 28, 2025 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
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| /s/ | GRANT THORNTON LLP | |
|---|---|---|
| | | |
| We have served as the Company’s auditor since 2004. | | |
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| Atlanta, Georgia | | |
| February 28, 2025 | | |
CONSOLIDATED BALANCE SHEET
(in thousands except share information)
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|---|---|---|---|---|---|---|
| · · December 31, · · December 31, | ||||||
| | 2024 | 2023 | ||||
| ASSETS | | | | | | |
| Cash and cash equivalents | | $325,975 | | $223,310 | ||
| Accounts receivable, net of allowance for credit losses of $7,906 as of December 31, 2024 and $7,109 as of December 31, 2023 | | | 276,577 | | | 324,915 |
| Inventories | | 107,628 | | 110,904 | ||
| Income taxes receivable | | 4,332 | | 52,269 | ||
| Prepaid expenses | | 16,136 | | 12,907 | ||
| Other current assets | | 2,194 | | 2,768 | ||
| Total current assets | | 732,842 | | 727,073 | ||
| Property, plant and equipment, less accumulated depreciation of $860,227 as of December 31, 2024 and $810,933 as of December 31, 2023 | | | 513,516 | | | 435,139 |
| Operating lease right-of-use assets | | | 27,465 | | | 24,537 |
| Finance lease right-of-use assets | | | 4,400 | | | 1,036 |
| Goodwill | | 50,824 | | 50,824 | ||
| Other intangibles, net | | | 13,843 | | | 12,825 |
| Retirement plan assets | | | 30,666 | | | 26,772 |
| Other assets | | 12,933 | | 8,639 | ||
| Total assets | | $1,386,489 | | $1,286,845 | ||
| | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | ||||
| LIABILITIES | | | ||||
| Accounts payable | | $84,494 | | $85,036 | ||
| Accrued payroll and related expenses | | 25,243 | | 30,956 | ||
| Accrued insurance expenses | | 7,942 | | 5,340 | ||
| Accrued state, local and other taxes | | 3,234 | | 4,461 | ||
| Income taxes payable | | 446 | | 275 | ||
| Unearned revenue | | | 45,376 | | | 15,743 |
| Current portion of operating lease liabilities | | | 7,108 | | | 7,367 |
| Current portion of finance lease liabilities and finance obligations | | | 3,522 | | | 375 |
| Accrued expenses and other liabilities | | 4,548 | | 2,304 | ||
| Total current liabilities | | 181,913 | | 151,857 | ||
| Long-term accrued insurance expenses | | 12,175 | | 10,202 | ||
| Retirement plan liabilities | | 24,539 | | 23,724 | ||
| Deferred income taxes | | 58,189 | | 51,290 | ||
| Long-term operating lease liabilities | | 21,724 | | 18,600 | ||
| Long-term finance lease liabilities | | | 559 | | | 819 |
| Other long-term liabilities | | | 9,099 | | | 7,840 |
| Total liabilities | | 308,198 | | 264,332 | ||
| Commitments and contingencies (Note 15) | | | | | ||
| | | | | | | |
| STOCKHOLDERS’ EQUITY | | | ||||
| Preferred stock, $0.10 par value, 1,000,000 shares authorized, none issued | | — | | — | ||
| Common stock, $0.10 par value, 349,000,000 shares authorized, 214,942,138 and 215,026,458 shares issued and outstanding in 2024 and 2023, respectively | | 21,494 | | 21,502 | ||
| Capital in excess of par value | | — | | — | ||
| Retained earnings | | 1,059,625 | | 1,003,380 | ||
| Accumulated other comprehensive loss | | (2,828) | | (2,369) | ||
| Total stockholders’ equity | | 1,078,291 | | 1,022,513 | ||
| Total liabilities and stockholders’ equity | | $1,386,489 | | $1,286,845 | ||
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
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|---|---|---|---|---|---|---|---|---|---|
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| · · · · · · · · | |||||||||
| Years ended December 31, · · 2024 · 2023 · 2022 | |||||||||
| Revenues | | $1,414,999 | | $1,617,474 | | $1,601,762 | |||
| COSTS AND EXPENSES: | | | | | | | |||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | | 1,036,648 | | 1,089,519 | | 1,088,115 | |||
| Selling, general and administrative expenses | | 156,437 | | 165,940 | | 148,573 | |||
| Pension settlement charges | | | — | | | 18,286 | | | 2,921 |
| Depreciation and amortization | | 132,575 | | 108,123 | | 83,017 | |||
| Gain on disposition of assets, net | | (8,199) | | (9,344) | | (8,804) | |||
| Operating income | | 97,538 | | 244,950 | | 287,940 | |||
| Interest expense | | (724) | | (341) | | (614) | |||
| Interest income | | 13,134 | | 8,599 | | 1,171 | |||
| Other income, net | | 2,854 | | 3,035 | | 1,135 | |||
| Income before income taxes | | 112,802 | | 256,243 | | 289,632 | |||
| Income tax provision | | 21,358 | | 61,130 | | 71,269 | |||
| Net income | | $91,444 | | $195,113 | | $218,363 | |||
| | | | | | | | | | |
| Earnings per share | | | | | | | |||
| Basic | | $0.43 | | $0.90 | | $1.01 | |||
| Diluted | | $0.43 | | $0.90 | | $1.01 | |||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
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| | | | | | | | | | |
| | | | | | | | | | |
| Years ended December 31, · 2024 · 2023 · 2022 | |||||||||
| Net income | | $91,444 | | $195,113 | | $218,363 | |||
| Other comprehensive income (loss): | | | | | | | |||
| Pension settlement and adjustment, net of tax | | — | | 17,307 | | 764 | |||
| Foreign currency translation | | (459) | | 263 | | 5 | |||
| Comprehensive income | | $90,985 | | $212,683 | | $219,132 | |||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · Accumulated · · | |||||||||||||||||
| · · · · · · · Capital in · · · · · Other · · · | |||||||||||||||||
| · · Common Stock · · Excess of · · Retained · · Comprehensive · · · | |||||||||||||||||
| · · Shares · · Amount · · Par Value · · Earnings · · Loss · · Total | |||||||||||||||||
| Balance, December 31, 2021 | | 215,629 | $21,563 | $— | $640,936 | $(20,708) | | $641,791 | |||||||||
| Stock issued for stock incentive plans, net | | 1,139 | | 114 | | 6,261 | | — | | — | | 6,375 | |||||
| Stock purchased and retired | | (159) | | (16) | | (6,261) | | 5,359 | | — | | (918) | |||||
| Net income | — | | — | | — | | 218,363 | | — | | 218,363 | ||||||
| Pension adjustment, net of taxes | — | | — | | — | | — | | 764 | | 764 | ||||||
| Foreign currency translation | — | | — | | — | | — | | 5 | | 5 | ||||||
| Dividends ($0.04 per share) | — | | — | | — | | (8,645) | | — | | (8,645) | ||||||
| Balance, December 31, 2022 | 216,609 | | 21,661 | | — | | 856,013 | | (19,939) | | 857,735 | ||||||
| Stock issued for stock incentive plans, net | 1,143 | | | 114 | | | 7,767 | | | — | | | — | | 7,881 | ||
| Stock purchased and retired | (2,726) | | | (273) | | | (7,767) | | | (13,184) | | | — | | (21,224) | ||
| Net income | — | | | — | | | — | | | 195,113 | | | — | | 195,113 | ||
| Pension settlement and adjustment, net of tax | — | | | — | | | — | | | — | | | 17,307 | | 17,307 | ||
| Foreign currency translation | — | | | — | | | — | | | — | | | 263 | | 263 | ||
| Dividends ($0.16 per share) | — | | — | | — | | (34,562) | | — | | (34,562) | ||||||
| Balance, December 31, 2023 | 215,026 | | | 21,502 | | | — | | | 1,003,380 | | | (2,369) | | | 1,022,513 | |
| Stock issued for stock incentive plans, net | 1,260 | | | 126 | | | 9,060 | | | — | | | — | | 9,186 | ||
| Stock purchased and retired | (1,344) | | | (134) | | | (9,060) | | | (766) | | | — | | (9,960) | ||
| Net income | — | | | — | | | — | | | 91,444 | | | — | | 91,444 | ||
| Foreign currency translation | — | | | — | | | — | | | — | | | (459) | | (459) | ||
| Dividends ($0.16 per share) | — | | — | | — | | (34,433) | | — | | (34,433) | ||||||
| Balance, December 31, 2024 | 214,942 | | $21,494 | | $— | | $1,059,625 | | $(2,828) | | $1,078,291 | ||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
RPC, INC. AND SUBSIDIARIES
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|---|---|---|---|---|---|---|---|---|---|
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| Years ended December 31, · 2024 · 2023 · 2022 | |||||||||
| OPERATING ACTIVITIES · · · · · · | |||||||||
| Net income | | $91,444 | | $195,113 | | $218,363 | |||
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | ||||
| Depreciation and amortization | | 132,575 | | 108,123 | | 83,017 | |||
| Stock-based compensation expense | | 9,186 | | 7,881 | | 6,375 | |||
| Gain on disposition of assets, net | | (8,199) | | (9,344) | | (8,804) | |||
| Gain due to benefit plan financing arrangement | | (1,151) | | — | | — | |||
| Deferred income tax provision | | 6,899 | | 8,647 | | 19,496 | |||
| Pension settlement charges | | — | | 18,286 | | 2,921 | |||
| Other non-cash adjustments | | | 709 | | | 126 | | | 647 |
| Decrease (increase) in assets: | | | | | | | |||
| Accounts receivable | | 48,032 | | 104,574 | | (157,894) | |||
| Income taxes receivable | | 47,937 | | (9,866) | | 16,101 | |||
| Inventories | | 2,958 | | (12,341) | | (18,413) | |||
| Prepaid expenses | | (1,579) | | 5,233 | | (7,980) | |||
| Other current assets | | (1) | | 311 | | 406 | |||
| Other non-current assets | | (2,181) | | (1,285) | | 9,306 | |||
| Increase (decrease) in liabilities: | | | | | | | |||
| Accounts payable | | 278 | | (34,519) | | 35,759 | |||
| Income taxes payable | | 171 | | (224) | | (157) | |||
| Unearned revenue | | | 29,633 | | | 15,743 | | | — |
| Accrued payroll and related expenses | | (5,652) | | (2,223) | | 17,864 | |||
| Pension liabilities | | | — | | | (5,419) | | | — |
| Accrued insurance expenses | | 2,602 | | 2,108 | | (6,897) | |||
| Accrued state, local and other taxes | | (1,227) | | 165 | | 2,391 | |||
| Other accrued expenses | | | (6,489) | | | (5,732) | | | (3,703) |
| Pension and retirement plan liabilities | | 815 | | 618 | | (4,589) | |||
| Long-term accrued insurance expenses | | 1,973 | | 3,053 | | (4,621) | |||
| Other long-term liabilities | | 653 | | 5,735 | | 1,698 | |||
| Net cash provided by operating activities | | 349,386 | | 394,763 | | 201,286 | |||
| | | | | | | | | | |
| INVESTING ACTIVITIES | | | | ||||||
| Capital expenditures | | (219,930) | | (181,005) | | (139,552) | |||
| Proceeds from sale of assets | | 18,379 | | 18,091 | | 15,837 | |||
| Purchase of business | | — | | (78,798) | | — | |||
| Proceeds from benefit plan financing arrangement | | 2,380 | | — | | — | |||
| Re-investment in benefit plan financing arrangement | | (2,380) | | — | | — | |||
| Net cash used for investing activities | | (201,551) | | (241,712) | | (123,715) | |||
| | | | | | | | | | |
| FINANCING ACTIVITIES | | | | ||||||
| Payment of dividends | | (34,433) | | (34,562) | | (8,645) | |||
| Cash paid for common stock purchased and retired | | (9,938) | | (21,088) | | (918) | |||
| Cash paid for finance lease and finance obligations | | | (799) | | | (515) | | | (24,017) |
| Net cash used for financing activities | | (45,170) | | (56,165) | | (33,580) | |||
| | | | | | | | | | |
| Net increase in cash and cash equivalents | | 102,665 | | 96,886 | | 43,991 | |||
| Cash and cash equivalents at beginning of period | | 223,310 | | 126,424 | | 82,433 | |||
| Cash and cash equivalents at end of period | | $325,975 | | $223,310 | | $126,424 | |||
| | | | | | | | | | |
| Supplemental cash flows disclosure: | | | | | | | | | |
| Interest paid | | $170 | | $166 | | $170 | |||
| Supplemental disclosure of noncash investing activities: | | | | | | | | | |
| Capital expenditures included in accounts payable | | $8,199 | | $9,036 | | $9,334 | |||
Note 1: Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of RPC, Inc. and its wholly owned subsidiaries (RPC or the Company). All significant intercompany accounts and transactions have been eliminated.
Certain prior year amounts have been reclassified to conform to the presentation in the current year.
Common Stock
RPC is authorized to issue 349,000,000 shares of common stock, $0.10 par value. Holders of common stock are entitled to receive dividends when, as, and if declared by the Board of Directors out of legally available funds. Each share of common stock is entitled toone vote on all matters submitted to a vote of stockholders. Holders of common stock do not have cumulative voting rights. In the event of any liquidation, dissolution or winding up of the Company, holders of common stock are entitled to ratable distribution of the remaining assets available for distribution to stockholders.
Preferred Stock
RPC is authorized to issue up to 1,000,000 shares of preferred stock, $0.10 par value. As of December 31, 2024, there wereno shares of preferred stock issued. The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of preferred stock as a class without series or, if so determined from time to time, in one or more series, and by filing a certificate pursuant to the applicable laws of the state of Delaware and to fix the designations, powers, preferences and rights, exchangeability for shares of any other class or classes of stock. Any preferred stock to be issued could rank prior to the common stock with respect to dividend rights and rights on liquidation.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates are used in the determination of the credit loss allowance, income taxes, goodwill and other impairment assessments, accrued insurance expenses and acquisition of businesses.
Revenues
RPC recognizes revenues from contracts with its customers based on the amount of consideration it receives in exchange for the services provided. See note to the consolidated financial statements titled Revenues for additional information.
Concentration of Credit Risk
Substantially all of the Company’s customers are engaged in the oil and gas industry. This concentration of customers may impact overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. The Company provided oilfield services to several hundred customers during each of the past three years. One of our customers, a private E&P company, accounted for approximately 13% of the Company’s revenues in 2024, another private E&P company accounted for approximately 11% of the Company’s revenues in 2022. There wereno other customers in 2022 or 2024, andno customers in 2023 exceeding 10% of revenues. Amounts for customers that exceeded 10% of the Company’s revenues in 2024 and 2022 were primarily associated with the Company’s Technical Services segment. In addition, there wasone customer that accounted for approximately 10% of accounts receivable as of December 31, 2023. There wereno customers that accounted for 10% or more of accounts receivable as of December 31, 2024.
Cash and Cash Equivalents
Highly liquid investments with original maturities of three months or less when acquired are considered to be cash equivalents. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits. RPC maintains cash equivalents and investments in one or more large financial institutions, and RPC’s policy restricts investment in any securities rated less than investment grade by national rating services.
Investments
Investments classified as available-for-sale securities are stated at their fair values, with all gains and losses included in other income. The Company recorded gains on its available-for-sale securities of $4 thousand in 2024, $18 thousand in 2023, and $107 thousand in 2022. During 2024, the Company sold all of its investments in equity securities. The Securities that are held in the non-qualified SERP are classified as trading. See note titled Employee Benefit Plans for further information regarding the SERP. The change in fair value of trading securities is presented as compensation cost in selling, general and administrative expenses on the Consolidated Statements of Operations.
Management determines the appropriate classification of investments at the time of purchase and re-evaluates such designations as of each balance sheet date.
Accounts Receivable
The majority of the Company’s accounts receivable is due principally from major and independent oil and natural gas E&P’s. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are considered past due after 60 days and are stated at amounts due from customers, net of a credit loss allowance.
Credit Loss Allowance for Accounts Receivable
Accounts receivable are carried at the amounts due from customers, reduced by an allowance for estimated amounts that may not be collectible in the future. The estimated credit loss allowance is based on an evaluation of industry trends, financial condition of customers, historical write-off experience, current economic conditions, and in the case of international customers, judgments about the economic and political environment of the related country and region. Accounts receivable balances are written off when determined to be uncollectible and recoveries of amounts previously written off are recorded when collected.
Inventories
Inventories, which consist principally of (i) raw materials and supplies that are consumed providing services to the Company’s customers, (ii) spare parts for equipment used in providing these services and (iii) components and attachments for manufactured equipment used in providing services, are recorded at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method or the weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company regularly reviews inventory quantities on hand and records a write-down for excess or obsolete inventory based primarily on its estimated forecast of product demand, market conditions, production requirements and technological developments.
Property, Plant and Equipment
Property, plant and equipment, including software costs, are reported at cost less accumulated depreciation and amortization, which is provided on a straight-line basis over the estimated useful lives of the assets. Annual depreciation and amortization expenses are computed using the following useful lives: operating equipment,3 to 20 years; buildings and leasehold improvements,15 to 39 years or the life of the lease; furniture and fixtures,5 to 7 years; software,5 years; and vehicles,3 to 5 years. The cost of assets retired or otherwise disposed of, and the related accumulated depreciation and amortization are eliminated from the accounts in the year of disposal with the resulting gain or loss credited or charged to income from operations. Expenditures for additions, major renewals, and betterments are capitalized. Expenditures for restoring an identifiable asset to working condition or for maintaining the asset in good working order constitute repairs and maintenance and are expensed as incurred.
RPC records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of
those assets. The Company periodically reviews the values assigned to long-lived assets, such as property, plant and equipment, to determine if any impairments should be recognized. There wasno impairment recorded during 2024, 2023 or 2022.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets of businesses acquired. The carrying amount of goodwill by reporting segment was as follows:
| · · · · · · | ||||
|---|---|---|---|---|
| Years Ended December 31, | 2024 | 2023 | ||
| (in thousands) | | | | |
| Technical Services | | $49,666 | | $49,666 |
| Support Services | | 1,158 | | 1,158 |
| Goodwill | | $50,824 | | $50,824 |
Goodwill is reviewed annually, or more frequently, if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount, for impairment. In both 2024 and 2023, due to improved industry conditions, its reporting units’ performance and public market indications of value, the Company elected to perform a qualitative assessment of its goodwill and concluded that it is more likely than not that fair value of each of its reporting units is more than the carrying amounts, including goodwill. Based on these assessments the Company concluded that the fair value of its reporting units exceeded their carrying amounts and thereforeno impairment of goodwill occurred during the years ended December 31, 2024, and 2023.
Other intangibles, net
Oher intangibles with finite lives include customer relationships, Trade names and Trademarks and software licenses. These assets are amortized over their legal or estimated useful lives based on methods that approximate the pattern in which the economic benefits are expected to be realized. The amortization periods range from three to 10 years.
Software Licenses
The Company accounts for costs related to internal-use software as follows: (1) hosting arrangement where the Company obtains access to a software license and it is feasible for the Company to take possession and run the software on its own hardware, the Company records an intangible asset and a liability to the extent that all or a portion of the software fees have not been paid, see note titled Other intangibles, net for details of software licenses recorded as part of intangible assets, (2) capitalizes costs related to application development stage after the preliminary project stage is completed and management has authorized and committed to funding the project and it is probable that the project will be completed, and the software will be used to perform as intended, and (3) expenses costs related to arrangements considered software as a service where the Company has access to a vendor managed software that do not meet the criteria for software purchase or license.
Insurance Expenses
RPC self-insures certain risks related to general liability, workers’ compensation, vehicle, property, and employee health insurance costs, up to policy-specified deductible limits. For employee health insurance, RPC maintains stop-loss coverage to limit its financial exposure on high-cost claims. The estimated cost of claims under these self-insurance programs is accrued as incurred, though actual settlement may occur in future periods. These estimates may be adjusted over time based on claim developments. Any portion of outstanding claims expected to be paid beyond one year is classified as long-term accrued insurance expenses.
Income Taxes
Deferred tax liabilities and assets are determined based on the difference between the financial and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance against the carrying value of deferred tax assets when the Company determines that it is more likely than not that the asset will not be realized through future taxable income.
Share Repurchases
The Company records the cost of share repurchases in stockholders’ equity as a reduction to common stock to the extent of par value of the shares acquired and the remainder is allocated to capital in excess of par value and retained earnings if capital in excess of par value is depleted. The Company tracks capital in excess of par value on a cumulative basis for each reporting period and discloses the excess over capital in excess of par value as part of stock purchased and retired in the consolidated statements of stockholders’ equity.
Earnings per Share
Basic and diluted earnings per share are computed by dividing net income by the weighted average number of shares outstanding during the respective periods. In addition, the Company has periodically issued share-based payment awards that contain non-forfeitable rights to dividends and are therefore considered participating securities. See note titled Employee Benefit Plans for further information on restricted stock granted to employees.
Restricted shares of common stock (participating securities) outstanding and a reconciliation of weighted average shares outstanding is as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | |
| | | | | | | | | | |
| · · 2024 · 2023 · 2022 | |||||||||
| (in thousands) | | | | | | | | | |
| Net income available for stockholders | | $91,444 | | $195,113 | | $218,363 | |||
| Less: Adjustments for earnings attributable to participating securities | | | (1,547) | | | (3,099) | | | (3,197) |
| Net income used in calculating earnings per share | | $89,897 | | $192,014 | | $215,166 | |||
| | | | | | | | | | |
| Weighted average shares outstanding (including participating securities) | | 214,942 | | 216,472 | | 216,518 | |||
| Adjustment for participating securities | | (3,584) | | (3,545) | | (3,187) | |||
| Shares used in calculating basic and diluted earnings per share | | 211,358 | | 212,927 | | 213,331 | |||
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, investments, accounts payable, and debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to the short-term nature of such instruments. The Company’s investments as of December 31, 2024, are classified as trading securities. Trading securities are comprised of the SERP assets, as described in the note titled Employee Benefit Plans, and are recorded primarily at their net cash surrender values, calculated using their net asset values, which approximates fair value, as provided by the issuing insurance or investment company. See note titled Fair Value Disclosures for additional information.
Stock-Based Compensation
Stock-based compensation expense is recognized for all share-based payment awards, net of estimated forfeitures. Thus, compensation cost is amortized for those shares expected to vest on a straight-line basis over the requisite service period of the award. See note titled Employee Benefit Plans for additional information.
Advertising
Advertising expenses are charged to expense during the period in which they are incurred. Advertising expenses totaled $2.3 million in 2024, $2.4 million in 2023, and $2.0 million in 2022.
Leases
The Company determines at contract inception if an arrangement is a lease or contains a lease based on whether the Company obtains the right to control the use of specifically identifiable property, plant and equipment for a period of time in exchange for consideration. The Company’s lease population consists primarily of real estate including its corporate headquarters, office space and warehouses, in addition to vehicles, storage containers and office equipment. The Company’s population of month-to-month real estate leases have been classified as short-term leases. The Company has elected not to separate non-lease components from lease components for its leases. Variable lease payments relate primarily to taxes and insurance on real estate contracts and are recognized as expense when incurred.
Recent Accounting Pronouncements
The Financial Accounting Standards Board issued the following applicable Accounting Standards Updates (ASU):
Recently Adopted Accounting Standards:
**Accounting Standards Update (ASU) No. 2023-07:**Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures: The amendments in this ASU require an entity to disclose the title and position of the Chief Operating Decision Maker (CODM) and the significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss. The Company hastwo reportable segments and adopted these provisions in the fourth quarter of 2024. The updated disclosure is reflected in the footnote titled Business Segment and Entity Wide Disclosures.
**ASU No. 2023-09:**Income Taxes (Topic 740): Improvements to Income Tax Disclosures: The amendments in this ASU require an entity to include consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid, disaggregated by jurisdiction. The Company early adopted these provisions in the fourth quarter of 2024. The updated disclosures are reflected in the footnote titled Income Taxes.
Recently Issued Accounting Standards Not Yet Adopted:
Securities and Exchange Commission (SEC) Final Rules: Climate related Disclosure: The SEC adopted final rules designed to enhance public company disclosures related to the risks and impacts of climate-related matters. The new rules require disclosures relating to climate-related risks and risk management as well as the board and management’s governance of such risks. In addition, the rules include requirements to disclose the financial effects of severe weather events and other natural conditions in the audited financial statements and disclose information about greenhouse gas emissions, which will be subject to a phased-in assurance requirement. On April 4, 2024, the SEC stayed its climate disclosure rules to “facilitate the orderly judicial resolution” of pending legal challenges. If litigation is resolved in favor of the SEC, a majority of the final rules are effective for the Company beginning in the year 2026.
**ASU 2024-03:**Income Statement (Topic 220): Disaggregation of Income Statement Expenses:
The amendments in this ASU require public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently assessing the potential impacts of adoption on the consolidated financial statements.
Note 2: Business Acquisition
Effective July 1, 2023, the Company completed its acquisition of all of the outstanding equity interests in Spinnaker Oilwell Services, LLC (Spinnaker), pursuant to a Merger Agreement with Catapult Energy Services Group, LLC, as the representative of the Sellers. Spinnaker, headquartered in Oklahoma City, Oklahoma, is a leading provider of oilfield cementing services in the Permian and Mid-Continent basins. This acquisition significantly expanded RPC's cementing business from its presence in South Texas to basins in which it currently provides other services. Spinnaker is included in our Technical Services Segment.
The supplemental pro forma financial information presented below was prepared using the acquisition method of accounting and was based on the historical financial information of Spinnaker and RPC. This proforma financial information does not necessarily represent what the combined company’s revenues or results of operations would have been had the acquisition been completed on January 1, 2023, nor do they intend to be a projection of future operating results of the combined company.
The following table provides unaudited supplemental pro forma financial information as if the acquisition had occurred on January 1, 2023.
| | | | |
|---|---|---|---|
| · · Twelve Months Ended | |||
| · · December 31, 2023 | |||
| (in thousands) | | | |
| Revenues | | $1,669,231 | |
| Net income | | | 204,222 |
Note 3: Revenues
Accounting Policy
RPC’s contract revenues are generated principally from providing oilfield services. These services are based on mutually agreed upon pricing with the customer prior to the services being delivered and given the nature of the services, do not include the right of return. Pricing for these services is a function of rates based on the nature of the specific job, with consideration for the extent of equipment, labor, and consumables needed for the job. RPC satisfies its performance obligations over time as the services are performed and records revenues accordingly. RPC records revenues based on the transaction price agreed upon with its customers.
Sales tax charged to customers is presented on a net basis within the Consolidated Statements of Operations and therefore excluded from revenues.
Nature of services
RPC provides a broad range of specialized oilfield services to independent and major oil and gas companies engaged in the exploration, production and development of oil gas properties throughout the United States and in selected international markets. RPC manages its business as either (1) services offered on the well site with equipment and personnel (Technical Services) or (2) services and tools offered off the well site (Support Services). For more detailed information about operating segments, see note titled Business Segment and Entity Wide Disclosures.
RPC contracts with its customers to provide the following services by reportable segment:
Technical Services
| ● | Includes pressure pumping, downhole tools, coiled tubing, cementing, snubbing, nitrogen, well control, wireline and fishing. |
Support Services
| ● | Rental tools – RPC rents tools to its customers for use with onshore and offshore oil and gas well drilling, completion and workover activities. |
| ● | Other support services include pipe handling and pipe inspection and storage services, and well control training. |
Our contracts with customers are generally short-term in nature and consist of a single performance obligation – the provision of oilfield services.
Payment terms
RPC’s contracts with customers state the final terms of the sales, including the description, quantity, and price of each service to be delivered. The Company’s contracts are generally short-term in nature and in most situations, RPC provides services ahead of payment - i.e., RPC has fulfilled the performance obligation prior to submitting a customer invoice. RPC invoices the customer upon completion of the specified services and collection generally occurs between 30 to 60 days after invoicing. As the Company enters into contracts with its customers, it generally expects there to be no significant timing difference between the date the services are provided to the customer (satisfaction of the performance obligation) and the date cash consideration is received. Accordingly, there is no financing component to our arrangements with customers.
Significant judgments
RPC believes the output method is a reasonable measure of progress for the satisfaction of our performance obligations, which are satisfied over time, as it provides a faithful depiction of (1) our performance toward complete satisfaction of the performance obligation under the contract and (2) the value transferred to the customer of the services performed under the contract. RPC has elected the right to invoice practical expedient for recognizing revenue related to its performance obligations.
Disaggregation of revenues
See note titled Business Segment and Entity Wide Disclosures for disaggregation of revenue by operating segment and services offered in each of them and by geographic regions.
Contract balances
Contract assets representing the Company’s rights to consideration for work completed but not billed are included in Accounts receivable, net on the Consolidated Balance Sheet are shown below:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| December 31, · 2024 · 2023 · 2022 | ||||||
| (in thousands) · · · · · · · · · | ||||||
| Unbilled trade receivables | | $60,951 | | $59,831 | | $103,498 |
Substantially all of the unbilled trade receivables as of December 31, 2024, and December 31, 2023, were invoiced during the following quarter.
Unearned Revenue
Contract liabilities represent the payments received in advance of satisfying the Company’s performance obligation and are recognized over time as the service is performed. As of December 31, 2024, and 2023, such amounts were $45.4 million and $15.7 million respectively and were recorded as unearned revenue on the Consolidated Balance Sheet. All of the $15.7 million recorded as unearned revenue as of December 31, 2023, was recognized during 2024. There wasno unearned revenue recorded for the year ended December 31, 2022.
Note 4: Depreciation and Amortization
Depreciation and amortization disclosed in the Consolidated Statements of Operations related to the following components:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| Years ended December 31, · · 2024 · · · 2023 · · · 2022 · | ||||||||||
| (in thousands) | | | | | | | | | | |
| Cost of revenues | | $120,647 | | $97,685 | | $74,294 | | |||
| Selling, general and administrative expenses | | | 11,928 | | | 10,438 | | | 8,723 | |
| Total | | $132,575 | | $108,123 | | $83,017 | | |||
Note 5: Accounts Receivable
Accounts receivable, net consists of the following:
| · · · · · · | ||||
|---|---|---|---|---|
| December 31, | 2024 | 2023 | ||
| (in thousands) | | | | |
| Trade receivables: · · | ||||
| Billed | | $221,025 | | $271,515 |
| Unbilled | | 60,951 | | 59,831 |
| Other receivables | | 2,507 | | 678 |
| Total | | 284,483 | | 332,024 |
| Less: allowance for credit losses | | (7,906) | | (7,109) |
| Accounts receivable, net | | $276,577 | | $324,915 |
Trade receivables relate to revenues generated from equipment and services, for which credit is extended based on our evaluation of the customer’s credit worthiness. Unbilled receivables represent revenues earned but not billed to the customer until future dates, usually within one month. Other receivables consist primarily of net amounts receivable from an agent that operates internationally, as well as amounts due from the favorable resolution of state tax audits and rebates due from suppliers.
Note 6: Current Expected Credit Losses
The Company utilizes an expected credit loss model for valuing its accounts receivable, a financial asset measured at amortized cost. The Company is exposed to credit losses primarily from providing oilfield services. The Company’s expected credit loss allowance for accounts receivable is based on historical collection experience, current and future economic and market conditions and a review of the current status of customers’ account receivable balances. Due to the short-term nature of such receivables, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers’ financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible and recoveries of amounts previously written off are recorded when collected.
The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Years Ended December 31, · 2024 · 2023 · 2022 | |||||||||
| (in thousands) · · · · · · | |||||||||
| Beginning balance | | $7,109 | | $7,078 | | $6,765 | |||
| Provision for current expected credit losses | | 1,527 | | 2,656 | | 2,029 | |||
| Write-offs | | (814) | | (2,737) | | (1,752) | |||
| Recoveries collected (net of expenses) | | | 84 | | | 112 | | | 36 |
| Ending balance | | $7,906 | | $7,109 | | $7,078 | |||
Note 7: Inventories
Inventories consist of (i) raw materials and supplies that are consumed providing services to the Company’s customers, (ii) spare parts for equipment used in providing these services and (iii) components and attachments for manufactured equipment used in
providing services. In the table below, spare parts and components are included as part of raw materials and supplies; tools that are assembled using components are reported as finished goods. Inventories are recorded at the lower of cost or net realizable value. Cost is determined using either the first-in, first-out, or the weighted average cost method.
| · · · · · · | ||||
|---|---|---|---|---|
| December 31, | 2024 | 2023 | ||
| (in thousands) | | | | |
| Raw materials and supplies | | $97,857 | | $101,194 |
| Finished goods | | 9,771 | | 9,710 |
| Total inventory | | $107,628 | | $110,904 |
Note 8: Property, Plant and Equipment
Property, plant and equipment are presented at cost net of accumulated depreciation and consist of the following:
| · · · · · · | ||||
|---|---|---|---|---|
| December 31, | 2024 | 2023 | ||
| (in thousands) | | | | |
| Land | | $19,802 | | $18,165 |
| Buildings and leasehold improvements | | 132,871 | | 129,513 |
| Operating equipment | | 884,793 | | 784,826 |
| Computer software | | 19,297 | | 19,535 |
| Furniture and fixtures | | 5,157 | | 5,298 |
| Vehicles | | 311,823 | | 288,735 |
| Gross property, plant and equipment | | 1,373,743 | | 1,246,072 |
| Less: accumulated depreciation | | (860,227) | | (810,933) |
| Net property, plant and equipment | | $513,516 | | $435,139 |
Depreciation expense was $130.5 million in 2024, $107.3 million in 2023, and $82.2 million in 2022. The Company transferred inventory to property, plant and equipment totaling $17.0 million in 2024 and $10.9 million in 2023 and $9.9 million in 2022.
Note 9: Other Intangibles, net
The following table provides a summary of the gross carrying value and accumulated amortization by each major intangible class:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · December 31, 2024 · · · December 31, 2023 | ||||||||||||||
| | | Estimated Useful Life (in years) | | | Gross Carrying Amount | | | Accumulated Amortization | | | Gross Carrying Amount | | | Accumulated Amortization |
| (in thousands) | | | | | | | | | | | | | | |
| Finite-lived Intangibles: | | | | | | | | | | | | | | |
| Customer relationships | | 10 | | $10,000 | | $(1,500) | | $10,000 | | $(500) | ||||
| Trade names and trademarks | | 10 | | | 3,519 | | | (799) | | | 3,519 | | | (479) |
| Software licenses | | 3 | | | 5,350 | | | (2,727) | | | 2,202 | | | (1,917) |
| | | | | $18,869 | | $(5,026) | | $15,721 | | $(2,896) | ||||
Amortization expense for each of the periods presented was as follows:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, · · 2024 · · · 2023 · · 2022 | ||||||
| (in thousands) · · · · · · · · · | ||||||
| Amortization of finite-lived intangible assets | | $1,843 | | $1,459 | | $796 |
Estimated future amortization expense based on balances as of December 31, 2024, is as follows; $2.4 million for the years 2025 and 2026; $1.8 million for the year 2027 and $1.3 million for the years 2028 and 2029.
Note 10: Income Taxes
For financial reporting purposes, income before income taxes includes the following components:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| Years ended December 31, · 2024 · 2023 · 2022 | ||||||
| (in thousands) · · · · · · · · · | ||||||
| United States | | $102,415 | | $253,407 | | $287,987 |
| Foreign | | 10,387 | | 2,836 | | 1,645 |
| Income before income taxes | | $112,802 | | $256,243 | | $289,632 |
The following table lists the components of the provision for income taxes:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Years ended December 31, | 2024 | 2023 | 2022 | ||||||
| (in thousands) | | | | | | | | | |
| Current provision: · · · · · · | |||||||||
| Federal | | $11,468 | | $45,146 | | $47,744 | |||
| State | | 2,310 | | 6,502 | | 3,164 | |||
| Foreign | | 681 | | 835 | | 865 | |||
| Deferred provision (Benefit): | | | | | | | |||
| Federal | | 8,067 | | 7,116 | | 14,026 | |||
| State | | 1 | | 1,531 | | 5,470 | |||
| Foreign | | | (1,169) | | | — | | | — |
| Total income tax provision | | $21,358 | | $61,130 | | $71,269 | |||
The Organization for Economic Co-operation and Development (OECD) has released the Base Erosion and Profit Shifting framework 2.0 (Pillar Two) to introduce a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds. As of December 31, 2024, certain countries we operate in have enacted legislation related to the global minimum tax rules under Pillar Two. The United States has not yet enacted legislation to adopt Pillar Two. There are no recorded effects for Pillar Two in our 2024 financial statements as we do not estimate a material impact, if any, to our consolidated financial statements. We will continue to monitor the impact as additional countries enact legislation going forward.
Reconciliation between the federal statutory rate and RPC’s effective tax rate is as follows:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Years ended December 31, | | 2024 | | 2023 | | 2022 | ||||||||||||
| (in thousands) | | | | | | | | | | | | | | | | | | |
| Federal statutory rate | | $23,688 | | 21.0% | | $53,811 | | 21.0% | | $60,823 | | 21.0% | ||||||
| State income taxes, net of federal benefit (a) | | | 2,491 | | 2.2 | | | | 5,401 | | 2.1 | | | | 5,148 | | 1.8 | |
| Foreign taxes, net of federal benefit | | | | | | | | | | | | | | | | | | |
| Canada | | | | | | | | | | | | | | | | |||
| Change in valuation allowance | | | (1,187) | | (1.1) | | | | 614 | | 0.2 | | | | 573 | | 0.2 | |
| Other | | 61 | | 0.1 | | | (500) | | (0.2) | | | (541) | | (0.2) | | |||
| Other foreign jurisdiction | | | 436 | | 0.4 | | | | 721 | | 0.3 | | | | 833 | | 0.3 | |
| Tax credits | | | (1,036) | | (0.9) | | | | (703) | | (0.3) | | | | (424) | | (0.1) | |
| Change in unrecognized tax benefits | | | (1,637) | | (1.5) | | | | 251 | | 0.1 | | | | 144 | | — | |
| Non-deductible expenses | | | 1,833 | | 1.6 | | | | 2,154 | | 0.9 | | | | 2,254 | | 0.8 | |
| Cross-border tax laws | | (315) | | (0.3) | | | (256) | | (0.1) | | | (250) | | (0.1) | | |||
| Change in valuation allowance | | — | | — | | | — | | — | | | (174) | | (0.1) | | |||
| Interest related to tax matters | | (2,189) | | (1.9) | | | (1,757) | | (0.7) | | | (1,306) | | (0.5) | | |||
| Other | | (787) | | (0.7) | | | 1,394 | | 0.6 | | | 4,189 | | 1.5 | | |||
| Income tax provision and effective tax rate | | $21,358 | | 18.9% | | $61,130 | | 23.9% | | $71,269 | | 24.6% | ||||||
(a) Income taxes in Texas, Oklahoma, and New Mexico made up the majority (greater than 50 percent) of the state tax effect.
Significant components of the Company’s deferred tax assets and liabilities are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| December 31, | 2024 | 2023 | ||||
| (in thousands) | | | | | | |
| Deferred tax assets: · · | ||||||
| Self-insurance | | $3,386 | | $4,303 | ||
| Long-term retirement plan | | 5,276 | | 5,101 | ||
| State net operating loss carryforwards | | 2,010 | | 1,520 | ||
| Allowance for credit losses | | 1,826 | | 1,634 | ||
| Stock-based compensation | | 1,995 | | 1,414 | ||
| Inventory reserve | | | 3,178 | | | 3,330 |
| Lease liability | | | 7,067 | | | 5,777 |
| Capitalized research and development | | | 4,721 | | | 3,066 |
| All others, net | | 1,959 | | 1,535 | ||
| Gross deferred tax assets | | 31,418 | | 27,680 | ||
| Deferred tax liabilities: | | | | | ||
| Depreciation | | (75,559) | | (66,784) | ||
| Right of use asset | | | (7,013) | | | (5,461) |
| Goodwill amortization | | (7,035) | | (6,725) | ||
| Gross deferred tax liabilities | | (89,607) | | (78,970) | ||
| Net deferred tax liabilities | | $(58,189) | | $(51,290) | ||
Total net income tax (refunds) payments were $(31.7) million in 2024, $62.2 million in 2023, and $35.8 million in 2022. The following table lists the components of the payments for income taxes:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Years ended December 31, | 2024 | 2023 | 2022 | ||||||
| (in thousands) | | | | | | | | | |
| Federal | | $(35,538) | | $56,000 | | $33,852 | |||
| State | | | | | | | |||
| Texas | | | 2,021 | | | 1,823 | | | 400 |
| Oklahoma | | | — | | | 1,000 | | | (668) |
| Other | | | 1,330 | | | 2,345 | | | 1,203 |
| Foreign | | 511 | | 1,058 | | 1,022 | |||
| Total net (refunds) payments | | $(31,676) | | $62,226 | | $35,809 | |||
As of December 31, 2024, the Company has net operating loss carryforwards recorded related to state income taxes of $37.2 million (gross) that will expire between 2025 and 2045.
The Company’s policy is to record interest and penalties related to income tax matters, as part of income tax expense. Accrued interest and penalties were $2.5 million as of December 31, 2024, and $1.8 million as of December 31, 2023.
During 2024, the Company recognized a decrease in its liability for unrecognized tax benefits primarily due to the true-up of tax accruals related to refunds received during the year. The liability is recorded as part of other long-term liabilities on the Consolidated Balance Sheet. This liability, if released, would affect our effective rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| | 2024 | 2023 | ||||
| (in thousands) | | | | | | |
| Balance at January 1 | | $2,168 | | $1,917 | ||
| Additions based on tax positions related to the current year | | 167 | | 337 | ||
| (Reductions) for tax positions of prior years | | (1,804) | | (86) | ||
| Balance at December 31 | | $531 | | $2,168 | ||
The Company and its subsidiaries are subject to U.S. federal and state and foreign income tax in multiple jurisdictions. In many cases, the uncertain tax positions are related to tax years that remain open and subject to examination by the relevant taxing
authorities. In general, the Company’s 2021 through 2023 tax years remain open to examination. Additional years may be open to the extent attributes are being carried forward to an open year.
Note 11: Long-Term Debt
The Company has a revolving Credit Agreement with Bank of America andfour other lenders which provides for a line of credit of up to $100 million, including a $35 million letter of credit sub-facility, and a $35 million swingline sub-facility. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. The revolving credit facility includes a full and unconditional guarantee by the Company's 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is June 22, 2027, and the interest rate is based on Term Secured Overnight Financing Rate (Term SOFR). In addition, the terms of the agreement have a 1.00% per annum floor for Base Rate borrowings and permits the issuance of letters of credit in currencies other than U.S. dollars.
Under the Credit Agreement, when RPC’s trailing four quarter Adjusted EBITDA (as calculated under the Credit Agreement) is equal to or greater than $50 million: (i) the consolidated leverage ratio cannot exceed 2.50:1.00 and (ii) the debt service coverage ratio must be equal to or greater than 2.00:1.00; otherwise, the minimum tangible net worth must be greater than or equal to $400 million. As of both December 31, 2024, and December 31, 2023, the Company was in compliance with these covenants.
Revolving loans under the amended revolving credit facility bear interest at one of the following two rates at the Company’s election:
| ● | Term SOFR; plus, a margin ranging from 1.25% to 2.25%, based on a quarterly consolidated leverage ratio calculation, and an additional SOFR Adjustment ranging from 10 to 30 basis points depending upon maturity length; or |
| ● | the Base Rate, which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) Bank of America’s publicly announced “prime rate,” and (c) the Term SOFR plus 1.00%, or (d) 1.00%; in each case plus a margin that ranges from 0.25% to 1.25% based on a quarterly consolidated leverage ratio calculation. |
In addition, the Company pays an annual fee ranging from 0.20% to 0.30%, based on a quarterly consolidated leverage ratio calculation, on the unused portion of the credit facility.
As of December 31, 2024, RPC hadno outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $16.3 million; therefore, a total of $83.7 million of the facility was available. Interest incurred, which includes facility fees on the unused portion of the revolving credit facility and the amortization of loan cost, and interest paid on the credit facility were as follows for the periods indicated:
| · · · · · · · · · | ||||||
|---|---|---|---|---|---|---|
| · · · · · · · · · | ||||||
| · · · · · · · · · | ||||||
| Years Ended December 31, · · 2024 · 2023 · 2022 | ||||||
| (in thousands) · · · · · | ||||||
| Interest incurred | $244 | | $242 | | $246 | |
| Interest paid | | $170 | | $166 | | $170 |
Note 12: Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · Foreign · · | |||||||||
| · · Pension · · Currency · · · | |||||||||
| | Adjustment | Translation | Total | ||||||
| (in thousands) | | | | | | | | | |
| Balance at December 31, 2022 | | $(17,307) | | $(2,632) | | $(19,939) | |||
| Change during 2023: | | | | | |||||
| Before-tax amount | | | 3,964 | | 263 | | 4,227 | ||
| Tax benefit | | (911) | | — | | (911) | |||
| Pension settlement loss, net of taxes | | | 14,080 | | | — | | | 14,080 |
| Reclassification adjustment, net of taxes: | | | | ||||||
| Amortization of net loss (1) | | 174 | | — | | 174 | |||
| Total activity in 2023 | | 17,307 | | 263 | | 17,570 | |||
| Balance at December 31, 2023 | | | — | | | (2,369) | | | (2,369) |
| Change during 2024: | | | | ||||||
| Before-tax amount | | | — | | (459) | | (459) | ||
| Total activity in 2024 | | — | | (459) | | (459) | |||
| Balance at December 31, 2024 | | $— | | $(2,828) | | $(2,828) | |||
(1) Reported as selling, general and administrative expenses.
Note 13: Cash Paid for Common Stock Purchased and Retired
The Company has a stock buyback program to repurchase up to 49,578,125 shares in the open market. As of December 31, 2024,12,768,870 shares remained available to be repurchased under the current authorizations. The program does not have a preset expiration date. Repurchases of shares of the Company’s common stock may be made from time to time in the open market, by block purchases, in privately negotiated transactions or in such other manner as determined by the Company. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company's shares, general market and economic conditions, and other factors. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or discontinued at any time.
Shares purchased for withholding taxes represent taxes due upon vesting of time-lapse restricted shares granted to employees. Total share repurchases for 2024 and 2023 year-to-date are detailed below:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · | ||||||||||||||||||
| · · Year ended December 31, 2024 · · Year ended December 31, 2023 | ||||||||||||||||||
| · No. of Shares · · · Avg. Price · · · Total Cost · No. of Shares · · · Avg. Price · · Total Cost | ||||||||||||||||||
| (in thousands except per share data) | | | | | | | | | | | | | | | | | | |
| Shares purchased for withholding taxes | | | 333 | | $7.28 | | $2,426 | | | 257 | | $9.24 | | $2,370 | ||||
| Open market purchases | | | 1,010 | | | 7.44 | | | 7,512 | | | 2,469 | | | 7.58 | | | 18,718 |
| Total | | | 1,343 | | $7.40 | | $9,938 | | | 2,726 | | $7.74 | | $21,088 | ||||
Excise tax payable on share repurchases totaling $136 thousand in 2024 and $22 thousand in 2023 has not been included in the amounts shown above.
Note 14: Fair Value Disclosures
The various inputs used to measure assets at fair value establish a hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three broad levels as follows:
| 1. | Level 1 – Quoted market prices in active markets for identical assets or liabilities. |
| 2. | Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| 3. | Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use. |
The following table shows investments measured at net asset value as of December 31, 2024, and 2023:
| · · · · · · | ||||
|---|---|---|---|---|
| December 31, | 2024 | 2023 | ||
| (in thousands) | | | | |
| Investments measured at net asset value | | $30,666 | | $26,772 |
The Company determines the fair value of equity securities that have a readily determinable fair value through quoted market prices. The total fair value is the final closing price, as defined by the exchange in which the asset is actively traded, on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs.
Trading securities are comprised of the SERP assets, as described in the note titled Employee Benefit Plans, and are recorded primarily at their net cash surrender values, calculated using their net asset values which approximates fair value, as provided by the issuing insurance or investment company. Significant observable inputs, in addition to quoted market prices, were used to value the equity securities. The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the year ended December 31, 2024, there were no significant transfers in or out of levels 1, 2 or 3.
The carrying amounts of other financial instruments reported in the balance sheet for current assets and current liabilities approximate their fair values because of the short maturity of these instruments. The Company currently does not use the fair value option to measure any of its existing financial instruments and has not determined whether or not it will elect this option for financial instruments it may acquire in the future.
Note 15: Commitments and Contingencies
Income Taxes - The amount of income taxes the Company pays is subject to ongoing audits by federal and state tax authorities, which often result in proposed assessments. Other long-term liabilities included the Company’s estimated liabilities for probable assessments and totaled approximately $0.5 million as of December 31, 2024, compared to $2.2 million as of December 31, 2023. See note titled Income Taxes for further information related to those liabilities.
Sales and Use Taxes - The Company has ongoing sales and use tax audits in various jurisdictions and may be subjected to varying interpretations of statute that could result in unfavorable outcomes. In accordance with ASC 450-20,Loss Contingencies, any probable and reasonable estimate of assessment costs have been included in accrued state, local and other taxes.
The Company has received a state tax notification of audit results related to sales and use tax and, with its outside legal counsel, has evaluated the perceived merits of this tax assessment. The Company believes the likelihood of a material loss related to this contingency is remote and cannot be reasonably estimated at this time. Therefore, no loss has been recorded and the Company currently does not believe the resolution of this claim will have a material impact on its consolidated financial position, results of operations or cash flows.
Litigation - RPC is a party to various routine legal proceedings primarily involving commercial claims, employee liability and workers’ compensation claims and claims for personal injury. RPC insures against these risks to the extent deemed prudent by its management, but no assurance can be given that the nature and amount of such insurance will, in every case, fully indemnify RPC against liabilities arising out of pending and future legal proceedings related to its business activities. RPC is also subject to sales and use tax audits in various jurisdictions. While the outcome of these lawsuits, legal proceedings, claims and audits cannot be predicted
with certainty, management believes that the outcome of all such proceedings, even if determined adversely, would not have a material adverse effect on RPC’s business or financial condition.
Note 16: Employee Benefit Plans
Defined Benefit Pension Plan
The Company’s multiemployer Retirement Income Plan (the Plan), a trusteed defined benefit pension plan, in which Marine Products Corporation (Marine Products) also participated, was fully terminated in 2023. As part of termination, the Company settled its participant liabilities in one of the following ways – (i) through a lump-sum settlement at the election of the participants; or (ii) transfer to a commercial annuity provider or a government agency. The Company funded this transfer through the liquidation of investments in the Plan assets and additional cash contributions. The Company recognized a pre-tax, non-cash settlement charge of$18.3 million during 2023 which represented the accelerated recognition of net actuarial loss that was previously recorded in accumulated other comprehensive loss (net of tax) and deferred taxes (tax effect). In addition, the Company utilized funds related to Marine Products’ plan assets to settle its participant liabilities.
The following table sets forth the funded status of the Plan and the amounts recognized in RPC’s Consolidated Balance Sheet:
| | | | |
|---|---|---|---|
| December 31, | 2023 | ||
| (in thousands) · · | |||
| Accumulated benefit obligation at end of year | | $— | |
| | | | |
| Change in projected benefit obligation: | | ||
| Benefit obligation at beginning of year | | $29,651 | |
| Service cost | | — | |
| Interest cost | | 22 | |
| Actuarial gain | | (3,715) | |
| Benefits paid | | (836) | |
| Settlement | | | (25,122) |
| Projected benefit obligation at end of year | | $— | |
| Change in Plan assets: | | | |
| Fair value of Plan assets at beginning of year | | $20,041 | |
| Actual return on Plan assets | | 249 | |
| Employer contribution | | 5,454 | |
| Benefits paid | | (836) | |
| Transfer of assets | | | 524 |
| Refund related to Plan trust dissolution | | | (310) |
| Settlement | | | (25,122) |
| Fair value of Plan assets at end of year | | $— | |
| Funded status at end of year | | $— | |
The components of net periodic cost of the Retirement Income Plan are summarized as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · 2023 · · 2022 | ||||||
| (in thousands) | | | | | | |
| Interest cost (1) | | $22 | $972 | |||
| Amortization of net losses (1) | | | 226 | | 1,010 | |
| Settlement loss | | | 18,286 | | | 2,921 |
| Net periodic benefit cost | | $18,534 | | $4,903 | ||
| (1) | Reported as part of Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. |
The pre-tax amounts recognized in accumulated other comprehensive (loss) income for the years ended December 31, 2023, and 2022 are summarized as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| December 31, · 2023 · 2022 | |||||||
| (in thousands) | | | | | | | |
| Net (loss) gain | | | $(3,964) | | $2,939 | ||
| Amortization of net loss | | | | (226) | | | (1,010) |
| Settlement loss | | | | (18,286) | | | (2,921) |
| Amount recognized in accumulated other comprehensive (loss) income | | | $(22,476) | | $(992) | ||
The weighted average assumptions as of December 31 used to determine the projected benefit obligation and net benefit cost were as follows:
| · · · · · | ||||
|---|---|---|---|---|
| December 31, · 2023 · 2022 | ||||
| Net Benefit Cost: · | ||||
| Discount rate | N/A | | 4.86% | |
| Expected return on Plan assets | N/A | | 0.0% | |
| Rate of compensation increase | N/A | | N/A | |
Supplemental Executive Retirement Plan (SERP)
The Company permitted through December 31, 2024, selected highly compensated employees to defer a portion of their compensation to the SERP. The liabilities related to these deferrals are recognized as retirement plan liabilities in the Consolidated Balance Sheet.
The SERP assets are invested primarily in company-owned life insurance (COLI) policies as a funding source to satisfy the obligations of the SERP. The assets are subject to claims by creditors, and the Company can designate them for another purpose at any time. Investments in COLI policies consisted of variable life insurance policies totaling $49.9 million as of December 31, 2024, and $49.3 million as of December 31, 2023. In the COLI policies, the Company is able to allocate the investment of the assets across a set of choices provided by the insurance underwriters, including fixed income securities and equity funds. The COLI policies are recorded at their net cash surrender values, which approximates fair value, as provided by the issuing insurance company, whose Standard & Poor’s credit rating was A+.
The Company classifies the SERP assets as trading securities as described in the note titled Significant Accounting Policies. The fair value of these assets totaled $30.7 million as of December 31, 2024, and $26.8 million as of December 31, 2023. The SERP assets are reported as part of retirement plan assets in the Consolidated Balance Sheet. The changes in the fair value of these assets, and normal insurance expenses are recorded in the Consolidated Statements of Operations as compensation cost within selling, general and administrative expenses. Trading gains (losses) related to the SERP assets totaled $2.7 million in 2024, $2.6 million in 2023, and $(4.4 million) in 2022. The SERP liability includes participant deferrals net of distributions and is recorded on the Consolidated Balance Sheet as part of retirement plan liabilities with any change in the fair value of the liabilities recorded as compensation cost within selling, general and administrative expenses in the Consolidated Statements of Operations. Trading gains (losses) related to the SERP liability totaled $2.6 million in 2024, $2.8 million in 2023, and $(4.1 million) in 2022.
In the fourth quarter of 2024, the Board of Directors approved the termination of the SERP and deferrals ceased effective December 31, 2024. Pursuant to the Internal Revenue Service rules, participant balances will be distributed between 12 and 24 months after termination. The Company is currently evaluating its funding options and timing to distribute participant balances.
401(k) Plan
RPC sponsors a defined contribution 401(k) Plan that is available to substantially all full-time employees with more than three months of service. This Plan allows employees to make tax-deferred contributions fromone to 25 percent of their annual compensation, not exceeding the permissible contribution imposed by the Internal Revenue Code. The Company makes 100 percent matching contributions for each dollar $(1.00) of a participant’s contribution to the 401(k) Plan for the first three percent of his or her
annual compensation andfifty cents $(0.50) for each dollar $(1.00) of a participant’s contribution to the 401(k) Plan for the next three percent of his or her annual compensation. Employees vest in the RPC contributions aftertwo years of service. The charges to expense for the Company’s contributions to the 401(k) Plan were $11.6 million in 2024, $11.3 million in 2023, and $9.8 million in 2022.
Stock Incentive Plans
The Company has issued various forms of stock-based incentives, including incentive and non-qualified stock options, time-lapse restricted shares and performance share unit awards under its Stock Incentive Plans to officers, selected employees and non-employee directors. In April 2024, the Company reserved 8,000,000 shares of common stock under the 2024 Stock Incentive Plan with a term of 10 years expiring in April 2034. As of December 31, 2024, there were 7,324,824 shares available for grant under the Company’s 2024 Stock Incentive Plan (SIP).
The Company recognizes compensation expense for the unvested portion of awards outstanding over the remainder of the service period. The compensation cost recorded for these awards is based on their fair value at the grant date less the cost of estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods to reflect actual forfeitures.
Pre-tax stock-based employee compensation expense included as part of selling, general and administrative expense was $9.2 million in 2024 $(7.4 million after tax), $7.9 million in 2023 $(6.1 million after tax) and $6.4 million in 2022 $(4.9 million after tax).
Restricted Stock
The Company grants certain employees and non-employee directors time-lapse restricted stock which vests after a stipulated number of years from the grant date in the case of employees and vests immediately for non-employee directors, depending on the terms of the issue. Time-lapse restricted shares granted to employees in 2024 and thereafter vest ratably over aperiod ofthree years; the shares granted to employees in 2023 vest ratably over a period offour years; and the shares granted in 2022 vest ratably over a period offive years. Prior to 2022, the time-lapse restricted shares vestedone-fifth per year beginning on the second anniversary of the grant date. Grantees receive dividends declared and retain voting rights for the granted shares. The agreement under which the restricted stock is issued provides that shares awarded may not be sold or otherwise transferred until restrictions established under the stock plans have lapsed. Upon termination of employment from the Company, with the exception of death (fully vests) or normal retirement/disability (partially vests based on pre-approved formula), shares with restrictions are forfeited in accordance with the SIP.
In addition to time-lapse restricted stock, officers and selected employees are granted Performance Share Unit (PSU) awards that vest at different levels based on pre-established financial performance targets with a modifier for stock performance based on total shareholder return (TSR). The Company periodically evaluates the portion of performance share unit awards that are probable to vest and updates compensation expense accruals accordingly. The PSUs typically cliff-vest at the end of athree-year performance period. Upon termination of employment (other than due to death or disability as defined in the agreements), the unvested PSUs will be forfeited. In the event of death or disability as defined in the agreements, all unvested PSUs shall vest immediately at 100% of target levels, without regard to the actual EBITDA performance, and with no adjustment for the TSR modifier. PSU awards also include the right to dividend equivalents with respect to the underlying shares which are accrued over the performance period, based upon target payout level and paid out in cash upon vesting of the PSUs. To the extent the awards fail to vest or are forfeited, or the performance goals are not met, no such dividend equivalents will be payable. PSUs confer no voting rights with respect to the underlying shares prior to vesting and payout.
The following is a summary of the changes in non-vested restricted shares for the year ended December 31, 2024:
| | | | | | |
|---|---|---|---|---|---|
| · · · · Weighted Average | |||||
| · Shares · Grant-Date Fair Value | |||||
| Non-vested shares at January 1, 2024 | | 3,532,185 | | $7.35 | |
| Granted | 1,414,376 | | 7.27 | ||
| Vested | (1,102,849) | | 8.08 | ||
| Forfeited | (154,995) | | 6.81 | ||
| Non-vested shares at December 31, 2024 | 3,688,717 | | $7.13 | ||
The following is a summary of the changes in non-vested restricted shares for the year ended December 31, 2023:
| | | | | | |
|---|---|---|---|---|---|
| · · · Weighted Average | |||||
| · Shares · Grant-Date Fair Value | |||||
| Non-vested shares at January 1, 2023 | | 3,248,728 | | $6.87 | |
| Granted | 1,235,728 | | 9.50 | ||
| Vested | (859,485) | | 8.63 | ||
| Forfeited | (92,786) | | 7.74 | ||
| Non-vested shares at December 31, 2023 | 3,532,185 | | $7.35 | ||
The fair value of restricted share awards is based on the market price of the Company’s stock on the date of the grant and is amortized to compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period. The weighted average grant date fair value per share of these restricted stock awards was $7.27 for 2024, $9.50 for 2023 and $6.72 for 2022. The total fair value of shares vested was $7.6 million during 2024, $7.8 million during 2023 and $2.9 million during 2022. The above table does not include any activity related to PSUs since they are not currently granted or vested.
For the year ending December 31, 2024, approximately $57 thousand of net tax deficits for stock-based compensation awards were recorded as a discrete tax adjustment and classified within operating activities in the consolidated statements of cash flows compared to approximately $222 thousand of excess tax benefits for the year ending December 31, 2023.
Other Information
As of December 31, 2024, total unrecognized compensation cost related to non-vested restricted shares was $16.6 million which is expected to be recognized over a weighted-average period of 2.0 years.
Note 17: Related Party Transactions
Marine Products Corporation
In conjunction with RPC’s spin-off of its powerboat manufacturing business, RPC and Marine Products entered into various agreements that define the companies’ relationship. Per the terms of their Transition Support Services agreement, which may be terminated by either party, RPC provides certain administrative services, including financial reporting and income tax administration, acquisition assistance, etc., to Marine Products. Charges from the Company (or from corporations that are subsidiaries of the Company) for such services were$1.1 million in 2024, $1.0 million in 2023, and $922 thousand in 2022. The Company’s receivable due from Marine Products for these services was $99 thousand as of December 31, 2024, and $120 thousand as of December 31, 2023. During 2023, the Company owed $524 thousand to Marine Products for using Marine Products’ assets in the Plan to settle its participant liabilities, which was fully settled in 2024. All of the Company’s directors are also directors of Marine Products, and the executive officers are employees of both the Company and Marine Products.
Other
The Company periodically purchases, in the ordinary course of business, products or services from suppliers that are owned by officers or significant stockholders of or affiliated with certain directors of RPC. The total amounts paid to these affiliated parties were $1.6 million in 2024, $1.8 million in 2023 and $1.8 million in 2022. All of the related party transactions are reviewed and approved by a subcommittee of the Nominating and Corporate Governance Committee consisting of independent members.
Prior to 2024, RPC received certain administrative services from Rollins, Inc. (a company that has a significant shareholder group that includes Gary W. Rollins, Pamela R. Rollins, Amy Rollins Kreisler and Timothy C. Rollins, each of whom is a director of the Company). That significant shareholder group had a controlling interest in Rollins, Inc. prior to June 2023. The service agreement between Rollins, Inc. and the Company provided for the provision of services on a cost reimbursement basis; the agreement was terminated in November 2023. The services covered by these agreements included administration services for certain employee benefit programs and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent totaled $3 thousand in 2023 and $71 thousand in 2022.
A group that includes Gary W. Rollins, Pamela R. Rollins, Amy Rollins Kreisler and Timothy C. Rollins, each of whom is a director of the Company, and certain companies under their control, controls in excess of 50% of the Company’s voting power.
RPC and Marine Products own 50%each of a limited liability company called 255 RC, LLC that was created for the joint purchase and ownership of a corporate aircraft. The purchase of the aircraft was completed in January 2015, and the purchase was funded primarily by a $2,554,000 contribution by each company to 255 RC, LLC. Each of RPC and Marine Products is currently a party to an operating lease agreement with 255 RC, LLC for a period offive years. RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $230 thousand in 2024, $200 thousand in 2023 and $200 thousand in 2022 for the corporate aircraft. The Company had a payable to 255 RC, LLC of $2.0 million as of December 31, 2024, and $1.8 million as of December 31, 2023. The Company accounts for this investment using the equity method and its proportionate share of income or loss is recorded in selling, general and administrative expenses. As of December 31, 2024, the investment closely approximates the underlying equity in the net assets of 255 RC, LLC and the undistributed earnings represented in retained earnings were approximately $675 thousand.
Note 18: Business Segment and Entity Wide Disclosures
RPC’s reportable segments are the same as its operating segments. RPC manages its business under Technical Services and Support Services. Technical Services is comprised of service lines that generate revenue based on equipment, personnel or materials at the well site and are closely aligned with completion and production activities of the customers. Support Services is comprised of service lines which generate revenue from services and equipment offered off the well site and are closely aligned with the customers’ drilling activities. Selected overhead including centralized support services and regulatory compliance are classified as Corporate.
Technical Services consists primarily of pressure pumping, downhole tools, coiled tubing, cementing, snubbing, nitrogen, well control, wireline and fishing. The services offered under Technical Services are high capital and personnel intensive businesses. The Company considers all of these services to be closely integrated oil and gas well servicing businesses and makes resource allocation and performance assessment decisions based on this operating segment as a whole across these various services.
Support Services consist primarily of drill pipe and related tools, pipe handling, pipe inspection and storage services, and oilfield training services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels.
The Company’s Chief Operating Decision Maker (CODM) assesses performance and makes resource allocation decisions regarding, among others, staffing, growth and maintenance capital expenditures and key initiatives based on the operating segments outlined above.
The accounting policies of the reportable segments are the same as those described in the note titled Significant Accounting Policies. Gains or losses on disposition of assets are reviewed on a consolidated basis, and accordingly the Company does not report gains or losses at the segment level. Intersegment revenues are generally recorded in segment operating results at prices that management believes approximate prices for arm’s length transactions and are not material to operating results.
RPC's CODM is its Chief Executive Officer. For each of the reportable segments, the CODM uses operating income to allocate resources (equipment, financial, and human resources).
Significant segment expense by reportable segment for the years ended December 31, 2024, 2023 and 2022 are shown in the following tables:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · · | |||||||||
| · · Technical · · Support · · | |||||||||
| | Services | Services | Total | ||||||
| (in thousands except headcount) | | | | | | | | | |
| 2024 · · · · · · | |||||||||
| Revenues | | $1,326,005 | | $88,994 | | $1,414,999 | |||
| | | | | | | | | | |
| Employment costs (1) | | | 303,327 | | | 20,458 | | | 323,785 |
| Materials and supplies | | | 332,781 | | | 3,519 | | | 336,300 |
| Maintenance & repairs | | | 190,996 | | | 11,540 | | | 202,536 |
| Fleet and transportation | | | 61,148 | | | 3,097 | | | 64,245 |
| Other cost of revenues (2) | | | 104,340 | | | 5,442 | | | 109,782 |
| Cost of revenues (exclusive of depreciation and amortization) | $992,592 | | $44,056 | | $1,036,648 | ||||
| | | | | | | | | | |
| Employment costs (1) | | | 57,649 | | | 9,170 | | | 66,819 |
| Enterprise shared services (3) | | | 35,357 | | | 1,486 | | | 36,843 |
| Other selling, general and administrative expenses (4) | | | 31,080 | | | 6,174 | | | 37,254 |
| Selling, general and administrative expenses | | $124,086 | | $16,830 | | $140,916 | |||
| | | | | | | | | | |
| Segment depreciation and amortization | | | 120,226 | | | 12,272 | | | 132,498 |
| Segment operating income | | $89,101 | | $15,836 | | $104,937 | |||
| Unallocated corporate expenses (5) | | | | | | | | | 15,598 |
| (Gain) on sale of assets | | | | | | | | | (8,199) |
| Operating income | | | | | | | | $97,538 | |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · · | |||||||||
| · · Technical · · Support · · | |||||||||
| | Services | Services | Total | ||||||
| (in thousands except headcount) | | | | | | | | | |
| 2023 | | | | | | | | | |
| Revenues | | $1,516,137 | | $101,337 | | $1,617,474 | |||
| | | | | | | | | | |
| Employment costs (1) | | | 307,396 | | | 22,186 | | | 329,582 |
| Materials and supplies | | | 337,006 | | | 3,416 | | | 340,422 |
| Maintenance & repairs | | | 186,703 | | | 12,031 | | | 198,734 |
| Fleet and transportation | | | 102,723 | | | 4,114 | | | 106,837 |
| Other cost of revenues (2) | | | 108,925 | | | 5,019 | | | 113,944 |
| Cost of revenues (exclusive of depreciation and amortization) | $1,042,753 | | $46,766 | | $1,089,519 | ||||
| | | | | | | | | | |
| Employment costs (1) | | 61,158 | | 9,922 | | | 71,080 | ||
| Enterprise shared services (3) | | | 29,179 | | | 2,225 | | | 31,404 |
| Other selling, general and administrative expenses (4) | | | 39,370 | | | 5,670 | | | 45,040 |
| Selling, general and administrative expenses | | $129,707 | | $17,817 | | $147,524 | |||
| | | | | | | | | | |
| Segment depreciation and amortization | | | 97,773 | | | 10,293 | | | 108,066 |
| Segment operating income | | $245,904 | | $26,461 | | $272,365 | |||
| Unallocated corporate expenses (5) | | | | | | | | | 18,473 |
| Pension settlement charges | | | | | | | | | 18,286 |
| (Gain) on sale of assets | | | | | | | | | (9,344) |
| Operating income | | | | | | | | $244,950 | |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · · · | |||||||||
| · · Technical · · Support · · | |||||||||
| | Services | Services | Total | ||||||
| (in thousands except headcount) | | | | | | | | | |
| 2022 | | | | | | | | | |
| Revenues | | $1,516,363 | | $85,399 | | $1,601,762 | |||
| | | | | | | | | | |
| Employment costs (1) | | 284,439 | | | 18,321 | | | 302,760 | |
| Materials and supplies | | | 356,538 | | | 4,045 | | | 360,583 |
| Maintenance & repairs | | 194,178 | | 9,638 | | 203,816 | |||
| Fleet and transportation | | | 127,206 | | | 3,898 | | | 131,104 |
| Other cost of revenues (2) | | | 84,221 | | | 5,631 | | | 89,852 |
| Cost of revenues (exclusive of depreciation and amortization) | | $1,046,582 | | $41,533 | | $1,088,115 | |||
| | | | | | | | | | |
| Employment costs (1) | | | 58,723 | | | 9,026 | | | 67,749 |
| Enterprise shared services (3) | | | 26,767 | | | 2,167 | | | 28,934 |
| Other selling, general and administrative expenses (4) | | | 29,653 | | | 4,738 | | | 34,391 |
| Selling, general and administrative expenses | | $115,143 | | $15,931 | $131,074 | ||||
| | | | | | | | | | |
| Segment depreciation and amortization | | | 73,016 | | | 9,840 | | | 82,856 |
| Segment operating income | | $281,622 | | $18,095 | | $299,717 | |||
| Unallocated corporate expenses (5) | | | | | | | | | 17,660 |
| Pension settlement charges | | | | | | | | | 2,921 |
| (Gain) on sale of assets | | | | | | | | | (8,804) |
| Operating income | | | | | | | | $287,940 | |
| (1) | Employment costs include employee payroll, share-based compensation, bonuses and amounts related to benefits for each of the income statement items. Additional employment costs are included within the shared services amount. |
| (2) | Includes expenses related to rent, travel, insurance and other costs. |
| (3) | Includes costs incurred at the enterprise level that are allocated to each reportable segment based on payroll cost, headcount and revenues. |
| (4) | Includes professional fees, utilities, travel & entertainment and other costs. |
| (5) | Unallocated corporate expenses are included in selling general and administrative expenses at the consolidated level. |
The table below shows the reconciliation of segment totals to the consolidated level for the years ended December 31, 2024, 2023, and 2022:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · | |||||||||||||||
| · · Technical · · Support · · Segment · · Unallocated · · Consolidated | |||||||||||||||
| · Services · Services · Total · Total · Total | |||||||||||||||
| (in thousands) | | | | | | | | | | | | | | | |
| 2024 · · · · · · · · · · · · | |||||||||||||||
| Selling, general and administrative expenses | | $124,086 | | $16,830 | | $140,916 | | $15,521 | | $156,437 | |||||
| Depreciation and amortization | | | 120,226 | | | 12,272 | | | 132,498 | | | 77 | | | 132,575 |
| Capital expenditures (1) | | | 195,263 | | | 21,119 | | | 216,382 | | | 3,548 | | | 219,930 |
| Total assets (2) | | $895,067 | | $85,803 | | $980,870 | | $405,619 | | $1,386,489 | |||||
| 2023 | | | | | | | | | | | | | | | |
| Selling, general and administrative expenses | | $129,707 | | $17,817 | | $147,524 | | $18,416 | | $165,940 | |||||
| Depreciation and amortization | | | 97,773 | | | 10,293 | | | 108,066 | | | 57 | | | 108,123 |
| Capital expenditures (1) | | | 160,799 | | | 15,634 | | | 176,433 | | | 4,572 | | | 181,005 |
| Total assets (2) | | $867,550 | | $81,754 | | $949,304 | | $337,541 | | $1,286,845 | |||||
| 2022 | | | | | | | | | | | | | | | |
| Selling, general and administrative expenses | | $115,143 | | $15,931 | | $131,074 | | $17,499 | | $148,573 | |||||
| Depreciation and amortization | | | 73,016 | | | 9,840 | | | 82,856 | | | 161 | | | 83,017 |
| Capital expenditures (1) | | | 126,327 | | | 12,320 | | | 138,647 | | | 905 | | | 139,552 |
| Total assets (2) | | $823,434 | | $80,104 | | $903,538 | | $225,475 | | $1,129,013 | |||||
| (1) | Primarily related to unallocated corporate capital expenditures. |
| (2) | Unallocated total primarily consists of cash and cash equivalents of $326.0 million, $223.3 million and $126.4 million managed at corporate for the years ended December 31, 2024, 2023, and 2022, respectively. |
The following summarizes revenues for the United States and separately for all international locations combined for the years ended December 31, 2024, 2023 and 2022. The revenues are presented based on the location of the use of the equipment or services. Assets related to international operations are less than 10% of RPC’s consolidated assets and therefore are not presented.
| · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · | ||||||||
| · · · · · · · · · | ||||||||
| · · 2024 · 2023 · 2022 | ||||||||
| (in thousands) · · · · · · · · · | ||||||||
| United States revenues | | $1,375,398 | | $1,588,774 | | $1,569,160 | ||
| International revenues | | | 39,601 | | 28,700 | | 32,602 | |
| Total revenues | | $1,414,999 | | $1,617,474 | | $1,601,762 | ||
Segment Revenues:
RPC’s reportable segment revenues by major service lines are shown in the following table:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | |
| | | | | | | | | | |
| · · 2024 · · 2023 · · 2022 | |||||||||
| (in thousands) | | | | | | | | | |
| Technical Services: · · · · · · | |||||||||
| Pressure Pumping | | $587,051 | | $771,542 | | $846,939 | |||
| Downhole Tools | | | 386,085 | | 397,341 | | 374,081 | ||
| Coiled Tubing | | | 135,175 | | 152,484 | | 140,889 | ||
| Cementing | | | 110,730 | | | 64,481 | | | 21,178 |
| Nitrogen | | | 34,963 | | 47,306 | | 39,596 | ||
| Snubbing | | | 27,057 | | 26,345 | | 28,028 | ||
| All other | | | 44,944 | | 56,638 | | 65,652 | ||
| Total Technical Services | | $1,326,005 | | $1,516,137 | | $1,516,363 | |||
| | | | | | | | | | |
| Support Services: | | | | ||||||
| Rental Tools | | $65,207 | | $73,301 | | $62,780 | |||
| All other | | 23,787 | | 28,036 | | 22,619 | |||
| Total Support Services | | $88,994 | | $101,337 | | $85,399 | |||
| | | | | | | | | | |
| Total revenues | | $1,414,999 | | $1,617,474 | | $1,601,762 | |||
Note 19: Leases
The Company recognizes operating and finance leases with a duration greater than 12 months on the Consolidated Balance Sheet with a Right-Of-Use (ROU) asset and liability at the present value of lease payments over the term. Leases that include rental escalation clauses or renewal options are factored into the determination of lease payments when appropriate. There are no residual value guarantees on the existing leases. The Company estimates its incremental borrowing rate at lease commencement to determine the present value of lease payments, since most of the Company’s leases do not provide an implicit rate of return. ROU assets exclude lessor incentives received.
The Company subleases certain real estate to third parties. Our sublease portfolio consists solely of operating leases. As of December 31, 2024, the Company had no operating leases that had not yet commenced. During the year ended December 31, 2024, the Company entered into new leases or modified existing leases that resulted in an increase of ROU assets in exchange for operating lease liabilities as disclosed below.
During the year ended December 31, 2024, the Company assumed certain leases as part of its acquisition of Spinnaker. The disclosures below include the information related to the leases after the acquisition. See note titled Business Acquisition for further information related to those leases.
Lease Position:
The table below represents the assets and liabilities related to operating leases recorded on the Consolidated Balance Sheet:
| | | | | | | |
|---|---|---|---|---|---|---|
| December 31, | 2024 | 2023 | ||||
| (in thousands) | | | | | | |
| Assets: · | ||||||
| Operating lease right-of-use assets | | $27,465 | | $24,537 | ||
| Finance lease right-of-use assets | | | 4,400 | | | 1,036 |
| Total lease assets | | $31,865 | | $25,573 | ||
| | | | | | | |
| Liabilities: | | | | | | |
| Current portion of operating leases | | $7,108 | | $7,367 | ||
| Current portion of finance lease liabilities and finance obligations | | | 3,522 | | | 375 |
| Long-term finance lease liabilities | | | 559 | | | 819 |
| Long-term operating lease liabilities | | | 21,724 | | | 18,600 |
| Total lease liabilities | | $32,913 | | $27,161 | ||
Lease costs:
The components of finance lease are included in depreciation and amortization and interest expense; operating lease expense are included in costs of goods sold, and selling, general and administrative expenses in the Consolidated Statements of Operations as disclosed below.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, · 2024 · · 2023 · · 2022 | |||||||||
| (in thousands) | | | | | | | | | |
| Finance lease cost | | | | | | | | | |
| Amortization of leased assets | | $265 | | $129 | | $3,390 | |||
| Interest on lease liabilities | | | 174 | | | 48 | | | 283 |
| Total finance lease cost | | $439 | | $177 | | $3,673 | |||
| | | | | | | | | | |
| Operating lease cost | | $17,206 | | $15,096 | | $9,615 | |||
| Short-term lease cost | | | 2,289 | | 1,862 | | 9,192 | ||
| Variable lease cost | | | 855 | | 774 | | 647 | ||
| Sublease income | | | (1,943) | | (1,400) | | (1,021) | ||
| Total operating lease cost | | $18,407 | | $16,332 | | $18,433 | |||
| | | | | | | | | | |
| Total lease cost | | $18,846 | | $16,509 | | $22,106 | |||
Other Information:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| As of December 31, · · 2024 · · 2023 · | |||||||
| Cash paid for amounts included in the measurement of lease liabilities – operating leases (in thousands) | | $12,230 | | $12,475 | | ||
| Cash paid for amounts included in the measurement of lease liabilities – finance lease and finance obligations (in thousands) | | $799 | | $515 | | ||
| ROU assets obtained in exchange for operating lease liabilities (in thousands) | | $15,094 | | $8,151 | | ||
| ROU assets obtained in exchange for finance lease liabilities (in thousands) | | $3,622 | | $1,036 | | ||
| Weighted average remaining lease term – finance lease (years) | | | 3.00 | | | 4.00 | |
| Weighted average remaining lease term – operating leases (years) | | | 5.96 | | | 5.06 | |
| Weighted average discount rate – finance lease | | | 2.3% | | 2.3% | ||
| Weighted average discount rate – operating leases | | | 4.57% | | 4.42% | ||
Lease Commitments:
Maturity of lease liabilities and finance obligations:
| | | | | | | |
|---|---|---|---|---|---|---|
| As of December 31, · · 2024 | ||||||
| (in thousands) | | | Operating | | | Finance |
| 2025 | $8,231 | | 4,095 | |||
| 2026 | | 7,216 | | 283 | ||
| 2027 | | 4,733 | | 288 | ||
| 2028 | | 3,036 | | — | ||
| 2029 | | 2,040 | | — | ||
| Thereafter | | 7,784 | | — | ||
| Total lease payments | | 33,040 | | 4,666 | ||
| Less: Amounts representing interest | | (4,208) | | (585) | ||
| Present value of lease liabilities | | $28,832 | | $4,081 | ||
Note 20. Subsequent Event
On January 28, 2025, the Board of Directors declared a $0.04 per share cash dividend payable March 10, 2025, to stockholders of record at the close of business on February 10, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.