RPC INC
For the period ended Jun 30, 2025. Filed Jul 24, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 24, 2025
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Notes to Consolidated Financial Statements
- GENERAL
The accompanying unaudited consolidated financial statements include the accounts of RPC, Inc. and its wholly-owned subsidiaries (RPC or the Company) and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These consolidated financial statements have been prepared in accordance with Accounting Standards Codification (ASC) Topic 810, “Consolidation” and Rule 3A-02(a) of Regulation S-X. In accordance with ASC Topic 810 and Rule 3A-02 (a) of Regulation S-X, the Company’s policy is to consolidate all subsidiaries and investees where it has voting control.
In the opinion of management, all adjustments (all of which consisted of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025.
The balance sheet at December 31, 2024, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024.
A group that includes Amy R. Kreisler and Timothy C. Rollins, each of whom is a director of the Company, certain of their family members, and certain companies under their and/or their family members’ control, controls in excess offifty percent of the Company’s voting power.
Certain prior year amounts have been reclassified to conform to the presentation in the current year.
- RECENT ACCOUNTING STANDARDS
Recently Issued Accounting Standards Update (ASU) Not Yet Adopted:
**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 year-end reporting periods, additional information about certain expenses in the financial statements. These disclosures are effective beginning with 2027 annual reports, and interim reports beginning with the second quarter of 2028. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.
- ACQUISITION
On April 1, 2025 (the “Closing Date”), RPC, through its wholly owned subsidiary, Thru Tubing Solutions, Inc., completed its previously announced acquisition of Pintail Alternative Energy, L.L.C (“Pintail”). Pursuant to the terms of the Membership Interest Purchase Agreement dated as of April 1, 2025 (the “Merger Agreement”), by and among RPC and Pintail, on the Closing Date, Pintail merged with and into RPC (the “Merger”), and Pintail continued as a wholly owned subsidiary of RPC. Pintail, headquartered in Midland, Texas, is a leading provider of oilfield wireline perforating services in the Permian Basin. Pintail operates more than 30 active fleets, and its conventional and electric wireline units are among the newest in the industry. The acquisition will build on RPC’s diversified oilfield services platform with geographic concentration in the most active oil producing region in the U.S. land market. Pintail is included in our Technical Services Segment.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, on the Closing Date,100% of Pintail’s equity was automatically canceled and converted into the right to receive (i) $170 million in cash, without interest (“the Closing Cash”), (ii) $25 million of RPC common stock, which was paid by the issuance of 4,545,454 shares of restricted common stock of RPC (“Stock Consideration”) to one of the previous owners (the “Seller”), and (iii) $50 million in the form of a secured note payable to Houston LP (the “Seller Note”). Interest on the Seller Note accrues at a variable rate equal to the Simple Secured
Overnight Financing Rate (“SOFR”), for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate.
The Stock Consideration and 50% of the Seller Note (together “Contingent Consideration”) are subject to continued employment of Seller for a period ofthree years and is subject to automatic forfeiture in the event of Seller termination. In accordance with US GAAP, the Contingent Consideration is not accounted for as part of purchase price. As of Closing Date, the Company evaluated the fair value of the Seller Note using a market interest rate based on the Company’s IBR (“Incremental Borrowing Rate”). As the contractual interest rate on the Seller Note (6.0% based on prevailing SOFR) was materially consistent with the estimated market rate, the Seller Note was recorded on the Consolidated Balance Sheet at the estimated present value of $50.0 million as Current portion of notes payable and Notes payable in the non-current section of Total liabilities, as appropriate. The Company recognized an acquisition related employment obligation asset for $25 million, related to the 50% of the Seller Note, that is part of the Contingent Consideration. This asset is being amortized over thethree-year service period on a straight-line basis and reflected as part of Other assets in the current and non-current sections of Total assets on the Consolidated Balance Sheet.
An additional net of tax amount totaling $28.7 million, (“Redistribution Payments”) paid by the Seller out of Closing Cash, is subject to continued employment obligation with RPC for a period of three years from the Closing Date. The Stock Consideration and Redistribution Payments are being amortized over thethree-year service period and recorded as Acquisition related employment costs and Additional Paid in Capital.
Non-cash expenses related to the Contingent Consideration and the Redistribution Payments are reflected as Acquisition related employment costs in the Consolidated Statement of Operations. For the three months ended June 30, 2025, this amount totaled $6.6 million.
The Company incurred transaction expenses of approximately $698 thousand and $977 thousand for the three and six months ended June 30, 2025, respectively, which are included in Selling, general and administrative expenses within the Company’s Consolidated Statements of Operations.
The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”), primarily using Level 3 inputs. The preliminary purchase price allocation was based upon valuation information that was available to determine the preliminary fair value of certain assets and liabilities, including goodwill. The preliminary purchase price allocation is subject to change, as additional information about the fair value of the individual assets and liabilities becomes available and adjustments to net working capital are finalized. The Company expects to finalize the purchase price allocation within the measurement period, which will not exceed one year from the acquisition date.
The purchase price under US GAAP was $193.7 million, which consisted of Closing Cash of $170.0 million and $25.0 million of the Seller Note not contingent on continued service, offset by $1.3 million of contractual adjustments for Pintail’s net working capital, cash and debt. The Merger Agreement contains a post-closing adjustment for an agreed-upon level of Pintail’s working capital, as well as other usual and customary items, which the Company expects to finalize by the end of fiscal year 2025, which will be reflected as part of purchase price allocation.
The Company assumed finance leases related to trucks and operating leases for both vehicles and certain real estate. There were no favorable or unfavorable market terms for the leases.
The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, which is being amortized over 15 years for income tax purposes. Goodwill is attributable to synergies expected to be achieved from the combined operations of the Company and Pintail and the assembled workforce. The accompanying Consolidated Balance Sheet includes the assets and liabilities of Pintail, which have been measured at fair value as of the acquisition date.
The preliminary allocation of purchase price recorded for Pintail under US GAAP was as follows:
| | | | | |
|---|---|---|---|---|
| | Amount | |||
| Cash and cash equivalents | | $3,000 | | |
| Accounts receivable | | 66,268 | | |
| Inventories | | 7,544 | | |
| Prepaid expenses | | 302 | | |
| Property, plant and equipment, net | | 49,310 | | |
| Operating lease right-of-use assets | | 541 | | |
| Finance lease right-of-use assets | | 1,134 | | |
| Other intangibles, net | | 96,900 | | |
| Other assets | | 6 | | |
| Total assets | | | 225,005 | |
| | | | | |
| Accounts payable | | | (52,601) | |
| Accrued payroll and related expenses | | (4,911) | | |
| Accrued state, local and other taxes | | (1,498) | | |
| Current portion of notes payable | | | (4,375) | |
| Current portion of operating lease liabilities | | (514) | | |
| Accrued expenses and other liabilities | | | (8,673) | |
| Long-term finance lease liabilities | | (1,159) | | |
| Total liabilities | | (73,731) | | |
| Net assets acquired | | | 151,274 | |
| Preliminary purchase price allocation | | | 193,656 | |
| Goodwill recorded | | $42,382 | | |
The purchase price allocation above excludes the contingent portion of total consideration consisting of $25 million of the Seller Note and $25 million of Stock Consideration.
The following table summarizes the amounts allocated to identifiable intangible assets acquired:
| | | | | | |
|---|---|---|---|---|---|
| | | Preliminary Fair Value | | | Estimated Useful Life |
| (in thousands) | | | | | |
| Customer relationships | $86,800 | | | 10 | |
| Trade names and trademarks | | 10,100 | | | 10 |
| Intangible assets acquired | $96,900 | | | |
The fair value of customer relationships was estimated using the multi-period excess earnings method. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the customer relationships intangible assets, net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets.
The fair value of trade names was valued using the relief-from-royalty method, which presumes the owner of the asset avoids hypothetical royalty payments that would need to be made for the use of the asset if the asset was not owned.
Pintail recognizes revenue in an amount equal to consideration received for transferred goods or services to customers. In addition, Pintail has elected the right to invoice practical expedient for recognizing revenue related to its performance obligations.
Pintail’s revenues were $98.9 million for the period from April 1, 2025 to June 30, 2025. Pintail’s Net income for the period from April 1, 2025 to June 30, 2025, excluding Acquisition related employment costs was $6.9 million using an estimated effective tax rate. Pintail’s Net income includes the impact of the amortization of intangibles totaling$2.4 million as well as other
purchase accounting adjustments. Pintail’s operating results are included in the Consolidated Statements of Operations for the period from Apil 1, 2025 to June 30, 2025.
The following unaudited pro forma financial information presents the Company’s results of operations for the three and six months ended June 30, 2025, and 2024, as if the acquisition of Pintail had occurred on January 1, 2024. The unaudited pro forma information includes adjustments for intangible assets acquired, step-ups in the fair value of Property, plant and equipment, removal of non-recurring transaction costs directly associated with the Merger, and interest expense on the Seller Note, as well as the Acquisition related employment costs of $6.6 million and $13.2 million, respectively, associated with the Contingent Consideration and Redistribution Payments. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have actually occurred had the acquisition of Pintail been completed on January 1, 2024. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Pintail.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · Six months ended | ||||||||||||
| · · June 30, · · June 30, | ||||||||||||
| · · 2025 · 2024 · 2025 · 2024 | ||||||||||||
| (in thousands) | | | | | | | | | | | | |
| Revenues | | $420,809 | | $466,513 | | $861,438 | | $944,873 | ||||
| Net income | | | 10,644 | | | 44,408 | | | 26,331 | | | 75,736 |
- 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 typically satisfies its performance obligations over time as the services are performed. 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 accompanying 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 and 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.
Our contracts with customers are generally short-term in nature and generally consist of a single performance obligation– the provision of oilfield services. RPC contracts with its customers to provide the following services by reportable segment:
Technical Services
| ● | Includes pressure pumping, downhole tools, wireline, coiled tubing, cementing, snubbing, nitrogen, well control 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. |
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 is generally expected 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 in the accompanying Consolidated Balance Sheets and are shown below:
| · · · · · · · | |||||
|---|---|---|---|---|---|
| | | June 30, | | December 31, | |
| · 2025 · 2024 | |||||
| (in thousands) · · · · · · · | |||||
| Unbilled trade receivables | | $37,424 | | $60,951 | |
Substantially all of the unbilled trade receivables disclosed were, or are expected to be, invoiced during the following quarter.
Unearned revenue
Contract liabilities represent payments received in advance of satisfying the Company’s performance obligation and are recognized over time as the service is performed. All of the$45.4 million recorded as unearned revenue as of December 31, 2024, has been recognized as revenues during the six months ended June 30, 2025.
- STOCK-BASED COMPENSATION
The Company has issued various forms of stock 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.
As of June 30, 2025, there were 5,731,305 shares available for grant under the Company’s 2024 Stock Incentive Plan. In addition, there were 367,640 shares available under the 2014 Stock Incentive plan that are reserved for the potential vesting of performance stock unit awards granted in 2023.
- DEPRECIATION AND AMORTIZATION
Depreciation and amortization disclosed in the Consolidated Statements of Operations related to the following components:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · Six months ended | ||||||||||||
| · · June 30, · · June 30, | ||||||||||||
| · · 2025 · · · 2024 · · 2025 · · · 2024 | ||||||||||||
| (in thousands) | | | | | | | | | | | | |
| Cost of revenues | | $36,595 | | $29,524 | | $69,025 | | $56,844 | ||||
| Selling, general and administrative expenses | | | 5,752 | | | 2,809 | | | 8,945 | | | 5,493 |
| Total | | $42,347 | | $32,333 | | $77,970 | | $62,337 | ||||
- INCOME TAXES
The Company generally determines its periodic income tax expense or benefit based upon the current period income or loss and the annual estimated tax rate for the Company adjusted for discrete items including changes to prior period estimates. In certain instances, the Company uses the discrete method when it believes the actual year-to-date effective rate provides a more reliable estimate of its income tax rate for the period. The estimated tax rate is revised, if necessary, at the end of each successive interim period to the Company’s current annual estimated tax rate.
For the three months ended June 30, 2025, the effective rate reflects a provision of 41.3% compared to a provision of 17.8% for the comparable period in the prior year. For the six months ended June 30, 2025, the effective rate reflects a provision of 34.5% compared to a provision of 20.5% for the comparable period in the prior year. The increase in effective tax rate is primarily due to Acquisition related employment costs which both contributed to a lower pre-tax income and included a non-deductible component.
On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated depreciation on fixed asset additions. As the legislation was signed into law after the close of our second quarter, our operating results for the six months ended June 30, 2025, does not include any adjustments related to it. The Company is in the process of evaluating the OBBBA and has not estimated its financial impact at this time.
- 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. The following table shows the
restricted shares of common stock (participating securities) outstanding and a reconciliation of outstanding weighted average shares:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · Six months ended | ||||||||||||
| · · June 30, · · June 30, | ||||||||||||
| | 2025 | 2024 | 2025 | 2024 | ||||||||
| (in thousands) | | | | | | | | | | | | |
| Net income available for stockholders | | $10,148 | | $32,419 | | $22,178 | | $59,886 | ||||
| Less: Adjustments for earnings attributable to participating securities | | | (21) | | | (533) | | | (256) | | | (953) |
| Net income used in calculating earnings per share | | $10,127 | | $31,886 | | $21,922 | | $58,933 | ||||
| | | | | | | | | | | | | |
| Weighted average shares outstanding (including participating securities) | | 220,610 | | 214,844 | | 218,150 | | 214,922 | ||||
| Adjustment for participating securities | | (8,390) | | (3,603) | | (6,080) | | (3,457) | ||||
| Shares used in calculating basic and diluted earnings per share | | 212,220 | | 211,241 | | 212,070 | | 211,465 | ||||
- 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 allowance for credit losses 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:
| · · · · · · | |||||
|---|---|---|---|---|---|
| · · · · | |||||
| · · Six months ended | |||||
| · · June 30, | |||||
| · 2025 · · 2024 | |||||
| (in thousands) · · · · · · | |||||
| Beginning balance | | $7,906 | | $7,109 | |
| Provision for current expected credit losses | | | 207 | | 294 |
| Write-offs | | | (1,264) | | (673) |
| Recoveries collected (net of expenses) | | | 58 | | 23 |
| Ending balance | | $6,907 | | $6,753 | |
- 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 the first-in, first-out method or the weighted average cost method.
| · · · · · · | |||||
|---|---|---|---|---|---|
| · · June 30, · · December 31, | |||||
| (in thousands) · · 2025 · · 2024 | |||||
| Raw materials and supplies | | $102,250 | | $97,857 | |
| Finished goods | | | 15,451 | | 9,771 |
| Total Inventory | | $117,701 | | $107,628 | |
- OTHER INTANGIBLES, NET
Intangible assets are amortized over their legal or estimated useful life. The following table provides a summary of the gross carrying value and accumulated amortization by each major intangible class as of June 30, 2025, and December 31, 2024:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · June 30, 2025 · · · December 31, 2024 | ||||||||||||||
| | | Estimated Useful Life (in years) | | | Gross Carrying Amount | | | Accumulated Amortization | | | Gross Carrying Amount | | | Accumulated Amortization |
| (in thousands) | | | | | | | | | | | | | | |
| Finite-lived Intangibles: | | | | | | | | | | | | | | |
| Customer relationships | | 10 | | $96,800 | | $(4,170) | | $10,000 | | $(1,500) | ||||
| Trade names and trademarks | | 10 | | | 13,619 | | | (1,211) | | | 3,519 | | | (799) |
| Software licenses | | 3 | | | 5,350 | | | (3,253) | | | 5,350 | | | (2,727) |
| | | | | $115,769 | | $(8,634) | | $18,869 | | $(5,026) | ||||
During the second quarter of 2025, the Company acquired intangible assets; see Note 3 for additional details related to the intangible assets acquired.
Amortization expense for each of the periods presented follows:
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| · · Three months ended · · Six months ended | ||||||||
| · · June 30, · · June 30, | ||||||||
| · · 2025 · · · 2024 · · 2025 · · · 2024 | ||||||||
| (in thousands) · · · · · · · · · · · · | ||||||||
| Amortization of finite-lived intangible assets | | $3,017 | | $422 | | $3,610 | | $945 |
Estimated future amortization expense based on balances as of June 30, 2025, were as follows:$6.0 million for the remainder of 2025 and approximately $12 million for the years 2026 through 2029.
- COMMITMENTS AND CONTINGENCIES
Sales and Use Taxes - The Company has ongoing sales and use tax audits in various jurisdictions and may be subjected to varying interpretations of statutes that could result in unfavorable outcomes. In accordance with ASC 450-20, Loss Contingencies, any probable and reasonable estimates of assessment costs have been included in Accrued state, local and other taxes in the accompanying Consolidated Balance Sheet.
The Company has outstanding state tax notifications 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 these contingencies is remote and the amount of liability cannot be reasonably estimated at this time. Therefore, no loss has been recorded and the Company currently does not believe the resolution of these claims 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.
- RETIREMENT PLANS
In the fourth quarter of 2024, the Board of Directors approved the termination of the Supplemental Retirement Plan (SERP). Pursuant to the Internal Revenue Service rules, participant balances are required to be distributed between 12 and 24 months after termination. The Company currently expects to distribute the participant balances within the next 12 months by liquidating assets
currently held in the Rabbi Trust. As of June 30, 2025, the Retirement plan assets and Retirement plan liabilities related to the SERP are reported as part of current assets and current liabilities in the accompanying Consolidated Balance Sheet.
The Company permitted, through December 31, 2024, selected highly compensated employees to defer a portion of their compensation to the SERP. The Company maintains certain securities primarily in mutual funds and company-owned life insurance policies as a funding source to satisfy the obligations of the SERP that have been classified as trading and are stated at fair value totaling$31.5 million as of June 30, 2025, and $30.7 million as of December 31, 2024. Trading gains related to the SERP assets totaled $789 thousand during the three months ended June 30, 2025, compared to trading gains of $425 thousand during the three months ended June 30, 2024. Trading gains related to the SERP assets totaled $769 thousand during the six months ended June 30, 2025, compared to trading gains of $1.7 million during the six months ended June 30, 2024. As of June 30, 2025, the SERP assets are reported in Current retirement plan assets in the accompanying Consolidated Balance Sheets. Changes in the fair value of these assets are reported in the accompanying Consolidated Statements of Operations as compensation cost in Selling, general and administrative expenses.
The SERP liabilities include participant deferrals, net of distributions, and are stated at fair value of approximately $23.8 million as of June 30, 2025, and $24.5 million as of December 31, 2024. As of June 30, 2025 the SERP liabilities are reported in the accompanying Consolidated Balance Sheets in current retirement plan liabilities. Changes in fair value is recorded as compensation cost within Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. Changes in the fair value of the SERP liabilities was the result of an increase of $804 thousand due to unrealized gains on participant balances during the three months ended June 30, 2025, compared to an increase of $454 thousand due to unrealized gains on participant balances during the three months ended June 30, 2024. Changes in the fair value of the SERP liabilities resulted in unrealized gains of $815 thousand during the six months ended June 30, 2025, compared to unrealized gains of $1.7 million during the six months ended June 30, 2024.
- NOTES PAYABLE
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 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 June 30, 2025, and June 30, 2024, 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 June 30, 2025, RPC hadno outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $15.8 million; therefore, a total of $84.2 million of the facility was available. During the second quarter of 2025, the Company assumed a Seller Note as part of the Pintail acquisition; see Note 3 for additional details related to the Seller Note. Interest incurred, which includes interest on the Seller Note, facility fees on the unused portion of the revolving credit facility and the amortization of loan costs, and interest paid on the Seller Note and the credit facility were as follows for the periods indicated:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · Six months ended | ||||||||||||
| · · June 30, · · June 30, | ||||||||||||
| (in thousands) · · 2025 · 2024 · 2025 · 2024 | ||||||||||||
| Interest incurred | | $878 | | $74 | | $951 | | $147 | ||||
| Interest paid | | | 832 | | | 42 | | | 875 | | | 84 |
- 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:
Level 1 – Quoted market prices in active markets for identical assets or liabilities.
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.
Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.
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 Retirement 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 quarter ended June 30, 2025, there were no significant transfers in or out of levels 1, 2 or 3.
Under the Company’s revolving credit facility, there wasno balance outstanding at June 30, 2025, and December 31, 2024. Borrowings under our revolving credit facility are typically based on the quote from the lender (level 2 inputs), which approximates fair value, and bear variable interest rates as described in the note titled Notes Payable. The Company is subject to interest rate risk, to the extent there are outstanding borrowings on the variable component of the interest rate.
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 it will elect this option for financial instruments acquired in the future.
- ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss consists of the following:
| · · · | ||
|---|---|---|
| · · · Foreign | ||
| · · · Currency | ||
| | | Translation |
| (in thousands) · · · | ||
| Balance at December 31, 2024 | | $(2,828) |
| Change during the period: | | |
| Before-tax amount | | 298 |
| Balance at June 30, 2025 | | $(2,530) |
| · · · | ||
|---|---|---|
| · · · Foreign | ||
| · · · Currency | ||
| | | Translation |
| (in thousands) · · · | ||
| Balance at December 31, 2023 | | $(2,369) |
| Change during the period: | | |
| Before-tax amount | | (166) |
| Balance at June 30, 2024 | | $(2,535) |
- 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. During the three months ended June 30, 2025, there wereno shares repurchased by the Company in the open market. As of June 30, 2025, there were 12,768,870 shares remaining available to be repurchased. 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 each of the periods presented are detailed below:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · | ||||||||||||||||||
| · · Six months ended June 30, 2025 · · Six months ended June 30, 2024 | ||||||||||||||||||
| · 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 | | | 424 | | $6.76 | | $2,868 | | | 323 | | $9.24 | | $2,346 | ||||
| Open market purchases | | | — | | | — | | | — | | | 1,010 | | | 7.58 | | | 7,512 |
| Total | | | 424 | | $6.76 | | $2,868 | | | 1,333 | | $7.74 | | $9,858 | ||||
Excise tax payable on share repurchases totaling $24 thousand in 2024 is not included in the amounts shown above.
- 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 our customers. Support Services is comprised of service lines which generate revenue from services and tools offered off the well site and are more closely aligned with the customers’ drilling activities. Selected overhead including certain 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, fishing and water management. 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 referenced in Note 1 to the consolidated financial statements. 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 three and six months ended June 30, 2025 and 2024 are shown in the following tables:
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · · · Six months ended | |||||||||||||||||||
| · · · June 30, · · · June 30, | |||||||||||||||||||
| · · · Technical · · Support · · · · Technical · · Support · · | |||||||||||||||||||
| · · Services · Services · Total · Services · Services · Total | |||||||||||||||||||
| (in thousands) | | | | | | | | | | | | | | | | | | | |
| 2025 · · · · · · · · · · · · · · · · | |||||||||||||||||||
| Revenues | | $396,754 | | $24,055 | | $420,809 | | | $708,598 | | $45,088 | | $753,686 | ||||||
| | | | | | | | | | | | | | | | | | | | |
| Employment costs (1) | | | 97,550 | | | 5,314 | | | 102,864 | | | | 174,886 | | | 10,567 | | | 185,453 |
| Materials and supplies | | | 110,998 | | | 955 | | | 111,953 | | | | 185,467 | | | 1,795 | | | 187,262 |
| Maintenance & repairs | | | 50,055 | | | 2,924 | | | 52,979 | | | | 95,516 | | | 5,546 | | | 101,062 |
| Fleet and transportation | | | 13,458 | | | 683 | | | 14,141 | | | | 23,609 | | | 1,488 | | | 25,097 |
| Other cost of revenues (2) | | | 34,484 | | | 1,325 | | | 35,809 | | | | 60,316 | | | 2,451 | | | 62,767 |
| Cost of revenues (exclusive of depreciation and amortization) | $306,545 | | $11,201 | | $317,746 | | | $539,794 | | $21,847 | | $561,641 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| Employment costs (1) | | | 15,498 | | | 2,628 | | | 18,126 | | | | 30,550 | | | 5,117 | | | 35,667 |
| Enterprise shared services (3) | | | 9,286 | | | 416 | | | 9,702 | | | | 19,145 | | | 885 | | | 20,030 |
| Other selling, general and administrative expenses (4) | | | 7,058 | | | 1,786 | | | 8,844 | | | | 14,476 | | | 3,213 | | | 17,689 |
| Selling, general and administrative expenses | | $31,842 | | $4,830 | | $36,672 | | | $64,171 | | $9,215 | | $73,386 | ||||||
| | | | | | | | | | | | | | | | | | | | |
| Segment depreciation and amortization | | | 36,403 | | | 4,226 | | | 40,629 | | | | 68,666 | | | 7,567 | | | 76,233 |
| Segment operating income | | $21,964 | | $3,798 | | $25,762 | | | $35,967 | | $6,459 | | $42,426 | ||||||
| Unallocated corporate expenses (5) | | | | | | | | | 5,871 | | | | | | | | | | 11,675 |
| Acquisition related employment costs | | | | | | | | | 6,554 | | | | | | | | | | 6,554 |
| (Gain) on sale of assets | | | | | | | | | (2,199) | | | | | | | | | | (3,725) |
| Operating income | | | | | | | | $15,536 | | | | | | | | | $27,922 | ||
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · · · Six months ended | |||||||||||||||||||
| · · · June 30, · · · June 30, | |||||||||||||||||||
| · · · Technical · · Support · · · · Technical · · Support · · | |||||||||||||||||||
| · · Services · Services · Total · Services · Services · Total | |||||||||||||||||||
| (in thousands) | | | | | | | | | | | | | | | | | | | |
| 2024 | | | | | | | | | | | | | | | | | | | |
| Revenues | | $341,484 | | $22,669 | | $364,153 | | | $697,878 | | $44,108 | | $741,986 | ||||||
| | | | | | | | | | | | | | | | | | | | |
| Employment costs (1) | | | 77,617 | | | 5,149 | | | 82,766 | | | | 154,769 | | | 10,336 | | | 165,105 |
| Materials and supplies | | | 84,708 | | | 764 | | | 85,472 | | | | 179,198 | | | 1,549 | | | 180,747 |
| Maintenance & repairs | | | 50,654 | | | 2,651 | | | 53,305 | | | | 100,960 | | | 5,447 | | | 106,407 |
| Fleet and transportation | | | 11,918 | | | 778 | | | 12,696 | | | | 29,753 | | | 1,570 | | | 31,323 |
| Other cost of revenues (2) | | | 26,202 | | | 1,843 | | | 28,045 | | | | 52,211 | | | 3,100 | | | 55,311 |
| Cost of revenues (exclusive of depreciation and amortization) | $251,099 | | $11,185 | | $262,284 | | | $516,891 | | $22,002 | | $538,893 | |||||||
| | | | | | | | | | | | | | | | | | | | |
| Employment costs (1) | | 13,982 | | | 2,292 | | | 16,274 | | | | 29,559 | | | 4,737 | | | 34,296 | |
| Enterprise shared services (3) | | | 8,940 | | | 329 | | | 9,269 | | | | 17,512 | | | 742 | | | 18,254 |
| Other selling, general and administrative expenses (4) | | | 8,645 | | | 1,622 | | | 10,267 | | | | 15,972 | | | 2,972 | | | 18,944 |
| Selling, general and administrative expenses | | $31,567 | | $4,243 | | $35,810 | | | $63,043 | | $8,451 | | $71,494 | ||||||
| | | | | | | | | | | | | | | | | | | | |
| Segment depreciation and amortization | | | 28,620 | | | 2,862 | | | 31,482 | | | | 55,790 | | | 5,677 | | | 61,467 |
| Segment operating income | | $30,198 | | $4,379 | | $34,577 | | | $62,154 | | $7,978 | | $70,132 | ||||||
| Unallocated corporate expenses (5) | | | | | | | | | 2,447 | | | | | | | | | | 6,867 |
| (Gain) on sale of assets | | | | | | | | | (3,338) | | | | | | | | | | (4,552) |
| Operating income | | | | | | | | $35,468 | | | | | | | | | $67,817 | ||
| (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 three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended June 30, · | ||||||||||||||||
| · · Technical · · Support · · Segment · · Unallocated · · Consolidated · | ||||||||||||||||
| · Services · Services · Total · Total · Total · | ||||||||||||||||
| (in thousands) | | | | | | | | | | | | | | | | |
| 2025 | | | | | | | | | | | | | | | | |
| Selling, general and administrative expenses | | $31,842 | | $4,830 | | $36,672 | | $4,153 | | $40,825 | | |||||
| Depreciation and amortization | | | 36,403 | | | 4,226 | | | 40,629 | | | 1,718 | | | 42,347 | |
| Capital expenditures (1) | | | 32,451 | | | 6,343 | | | 38,794 | | | 4,259 | | | 43,053 | |
| Total assets, end of period (2) | | $1,102,165 | | $97,089 | | $1,199,254 | | $265,142 | | $1,464,396 | | |||||
| 2024 | | | | | | | | | | | | | | | | |
| Selling, general and administrative expenses | | $31,567 | | $4,243 | | $35,810 | | $1,596 | | $37,406 | | |||||
| Depreciation and amortization | | | 28,620 | | | 2,862 | | | 31,482 | | | 851 | | | 32,333 | |
| Capital expenditures (1) | | | 71,348 | | | 3,107 | | | 74,455 | | | 566 | | | 75,021 | |
| Total assets, end of period (2) | | $914,418 | | $81,375 | | $995,793 | | $329,453 | | $1,325,246 | | |||||
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Six months ended June 30, | |||||||||||||||
| · · Technical · · Support · · Segment · · Unallocated · · Consolidated | |||||||||||||||
| · Services · Services · Total · Total · Total | |||||||||||||||
| (in thousands) | | | | | | | | | | | | | | | |
| 2025 | | | | | | | | | | | | | | | |
| Selling, general and administrative expenses | | $64,171 | | $9,215 | | $73,386 | | $9,938 | | $83,324 | |||||
| Depreciation and amortization | | | 68,666 | | | 7,567 | | | 76,233 | | | 1,737 | | | 77,970 |
| Capital expenditures (1) | | | 54,994 | | | 14,744 | | | 69,738 | | | 5,585 | | | 75,323 |
| 2024 | | | | | | | | | | | | | | | |
| Selling, general and administrative expenses | | $63,043 | | $8,451 | | $71,494 | | $5,997 | | $77,491 | |||||
| Depreciation and amortization | | | 55,790 | | | 5,677 | | | 61,467 | | | 870 | | | 62,337 |
| Capital expenditures (1) | | | 115,217 | | | 10,920 | | | 126,137 | | | 1,662 | | | 127,799 |
| (1) | Unallocated total primarily related to corporate and enterprise services capital expenditures. |
| (2) | Unallocated total primarily consists of cash and cash equivalents of $162.1 million and $261.5 million managed at corporate for the months ended June 30, 2025 and 2024, respectively. |
The following summarizes revenues for the United States and separately for all international locations combined for the three and six months ended June 30, 2025, and 2024. 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.
| · · · · · · · · · · · · | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| · Three months ended · Six months ended | |||||||||||
| · · June 30, · · June 30, | |||||||||||
| · 2025 · 2024 · 2025 · 2024 | |||||||||||
| (in thousands) · · · · · · · · · · · · | |||||||||||
| United States revenues | | $412,347 | | $353,478 | | $737,226 | | $721,416 | |||
| International revenues | | 8,462 | | 10,675 | | | 16,460 | | 20,570 | ||
| Total revenues | | $420,809 | | $364,153 | | $753,686 | | $741,986 | |||
Segment Revenues:
RPC’s operating segment revenues by major service lines are shown in the following table:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended · · Six months ended | ||||||||||||
| · · June 30, · · June 30, | ||||||||||||
| | 2025 | 2024 | 2025 | 2024 | ||||||||
| (in thousands) | | | | | | | | | | | | |
| Technical Services: · · · · · · · · | ||||||||||||
| Pressure Pumping | | $109,197 | | $147,156 | | $242,814 | | $323,412 | ||||
| Downhole Tools | | 99,587 | | 100,670 | | | 193,452 | | 194,464 | |||
| Coiled Tubing | | 35,690 | | 38,984 | | | 67,620 | | 72,152 | |||
| Wireline | | | 103,924 | | 5,193 | | | 107,842 | | | 9,400 | |
| Cementing | | | 27,625 | | | 28,038 | | | 55,287 | | | 55,789 |
| Nitrogen | | 8,150 | | 8,346 | | | 16,062 | | 17,896 | |||
| Snubbing | | 7,416 | | 5,278 | | | 14,752 | | 10,134 | |||
| All other | | 5,165 | | 7,819 | | | 10,769 | | 14,631 | |||
| Total Technical Services | | | 396,754 | | | 341,484 | | | 708,598 | | | 697,878 |
| | | | | | | | | | | | | |
| Support Services: | | | | | ||||||||
| Rental Tools | | | 17,955 | | | 17,422 | | | 33,357 | | | 33,396 |
| All other | | | 6,100 | | | 5,247 | | 11,731 | | 10,712 | ||
| Total Support Services | | | 24,055 | | | 22,669 | | | 45,088 | | | 44,108 |
| | | | | | | | | | | | | |
| Total revenues | | $420,809 | | $364,153 | | $753,686 | | $741,986 | ||||
- SUBSEQUENT EVENT
Dividends
On July 22, 2025, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable September 10, 2025, to common stockholders of record at the close of business on August 11, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.