UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

 (Mark One)
xAnnual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

¨Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 20152018

 

Commission File No. 1-8726

 

RPC, INC.

 

Delaware
58-1550825
 (State(State of Incorporation) (I.R.S.58-1550825
(I.R.S. Employer Identification No.)

 

2801 BUFORD HIGHWAY NE, SUITE 520

ATLANTA, GEORGIA 30329

(404) 321-2140

 

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
COMMON STOCK, $0.10 PAR VALUE
Name of each exchange on which registered

COMMON STOCK, $0.10 PAR VALUE
NEW YORK STOCK EXCHANGE

 

Securities registered pursuant to Section 12(g) of the Act: NONE

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

xYes¨No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.¨YesxNo

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNo¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filerxAccelerated filer¨Non-accelerated filer¨x      Accelerated filer¨      Non-accelerated filer¨Smaller reporting company¨Emerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨Nox

 

The aggregate market value of RPC, Inc. Common Stock held by non-affiliates on June 30, 2015,2018, the last business day of the registrant’s most recently completed second fiscal quarter, was $793,711,327$814,644,000 based on the closing price on the New York Stock Exchange on June 30, 201529, 2018 of $13.83$14.57 per share.

 

RPC, Inc. had 217,616,291215,210,657 shares of Common Stock outstanding as of February 18, 2016.15, 2019.

 

Documents Incorporated by Reference

Portions of the Proxy Statement for the 20152019 Annual Meeting of Stockholders of RPC, Inc. are incorporated by reference into Part III, Items 10 through 14 of this report.

 

 

 

 

PART I

 

Throughout this report, we refer to RPC, Inc., together with its subsidiaries, as “we,” “us,” “RPC” or “the Company.”

 

Forward-Looking Statements

Certain statements made in this report that are not historical facts are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements that relate to our business strategy, plans and objectives, and our beliefs and expectations regarding future demand for our productsequipment and services and other events and conditions that may influence the oilfield services market and our performance in the future. Forward-looking statements made elsewhere in this report include without limitation statements regarding our beliefs regarding natural gas prices, production levels and drilling activities; our belief that petroleum prices carry significant negative implications for RPC’s customer activity levels over the near term; our belief that oil-directed drilling will continue to represent the majority of the total drilling rig activity; our belief that the long-term demand outlook for natural gas is favorable and that natural gas-directed drilling will increase over the long-term; our continued belief in the long-term growth opportunities for our business; our expectation to continue to focus on the development of international business opportunities in current and other international markets; our expectations regarding acquisition targets in our industry and our ability to consummate certain transactions;industry; the adequacy of our insurance coverage; the impact of lawsuits, legal proceedings and claims on our business and financial condition; our expectations regarding payment of cash dividendsbelief that industry factors will continue to common stockholders;depress natural gas directed drilling activity during the near-term; our belief that U.S. oilfield activity will remain at its current level or decline during the near-term; our belief that the price of oil early in the first quarter of 2019 carries negative implications for RPC’s near-term activity level, revenues and earnings; our belief that oil-directed drilling will remain the majority of domestic drilling and that natural gas-directed drilling will remain a low percentage of U.S. domestic drilling in the near-term; our belief that indications early in 2019 are that the rig count will continue to decline; our belief that we will not enter into additional long-term contractual arrangements with customers during 2016; our statement that most industry analysts believe that the U.S. domestic rig count will continue to decline during the first halfnear-term; the fact that drilling and completion activities continue to be highly service-intensive and require a large amount of 2016 before stabilizing in the second half of the year; our statement that industry trends have negativeequipment and raw materials carries favorable implications for our near-term activity levels; our belief that low commodity pricesoperators will continuecomplete many of previously drilled but not completed wells in the near-term and that this may provide potential revenue for our completion-directed services; higher industry efficiencies have caused the market for several oil completion services including pressure pumping to depressbe oversupplied and that this development carries negative consequences for pricing of our services, utilization of our equipment and our financial results induring the near term; our cautious view about the market for our services;near-term; our belief that the steep declinenewly acquired and ordered equipment will provide acceptable financial returns when placed in oil-directed drilling in the U.S. domestic marketservice; our plans to undertake moderate fleet expansions which will reduce U.S. domestic oil production and over the long term serve asallow us to maintain a catalyst for oil prices to increase;strong balance sheet; our belief regarding potential revenue related to uncompleted wells;that declining activity levels may reduce the costs of providing our services and reduce logistical constraints; our expectations regarding competition in our market; our expectations regarding the return of assets to service when markets improve; our statement that we do not plan additional increases in our fleet of revenue-producing equipment during 2016; our ability to maintain sufficient liquidity and a conservative capital structure; our belief about the amount of the contributioncontributions to the defined benefit pension plan in 2016;2019; our ability to fund capital requirements in the future; the estimated amount of our capital expenditures and contractual obligations for future periods; our expectations to continue to pay regular quarterly cash dividends; our expectations regarding the pricescosts of skilled labor and many of the raw materials used in providing our services; our belief that it will be difficult to realize higher operating profits from anticipated cost decreases; estimates made with respect to our critical accounting policies; the effect of new accounting standards; and the effect of the changes in foreign exchange rates on our consolidated results of operationoperations or financial condition.

 

The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “estimate,” and similar expressions generally identify forward-looking statements. Such statements are based on certain assumptions and analyses made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. We caution you that such statements are only predictions and not guarantees of future performance and that actual results, developments and business decisions may differ from those envisioned by the forward-looking statements. See “Risk Factors” contained in Item 1A. for a discussion of factors that may cause actual results to differ from our projections.

 

Item 1. Business

 

Organization and Overview

 

RPC is a Delaware corporation originally organized in 1984 as a holding company for several oilfield services companies and is headquartered in Atlanta, Georgia.

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RPC provides a broad range of specialized oilfield services and equipment primarily to independent and major oil and gas companies engaged in the exploration, production and development of oil and gas properties throughout the United States, including the southwest, mid-continent, Gulf of Mexico, Rocky Mountain and Appalachian regions, and in selected international markets. The services and equipment provided include, among others, (1) pressure pumping services, (2) downhole tool services, (3) coiled tubing services, (4) snubbing services (also referred to as hydraulic workover services), (5) nitrogen services, (6) the rental of drill pipe and other specialized oilfield equipment, and (7) well control. RPC acts as a holding company for its operating units,the following legal entity groupings: Cudd Energy Services, Patterson Rental and Fishing Tools, Bronco Oilfield Services, Thru Tubing Solutions Well Control School, and others.Patterson Services. Selected overhead including centralized support services and regulatory compliance are classified as Corporate. RPC is further organized into Technical Services and Support Services which are its operating segments. As of December 31, 2015,2018, RPC had approximately 3,1003,600 employees.

 

Business Segments

 

RPC’s service lines have been aggregated into two reportable oilRPC manages its business as either services offered on the well site with equipment and gaspersonnel (Technical Services) or services business segments,and equipment offered off the well site (Support Services). The businesses under Technical Services generate revenues based on equipment, personnel operating the equipment and the materials utilized to provide the service. They are all managed, analyzed and reported based on the similarities of the operational characteristics and costs associated with providing the service. The businesses under Support Services because ofare primarily able to generate revenues through equipment or services offered off the similarities between the financial performance and approach to managing the service lines within each of the segments, as well as the economic and business conditions impacting their business activity levels.

site. During 2015, less than one2018, approximately three percent of RPC’s consolidated revenues were generated from offshore operations in the U.S. Gulf of Mexico and in the Gulf of Alaska.  WeMexico. In 2018, we also estimate that 7085 percent of our 2015 revenues were related to drilling and production activities for oil, and 30while 15 percent of revenues were related to drilling and production activities for natural gas.

 

Technical Services include RPC’s oil and gas service linesservices that utilize people and equipment to perform value-added completion, production and maintenance services directly to a customer’s well. The demand for these services is generally influenced by customers’ decisions to invest capital toward initiating production in a new oil or natural gas well, improving production flows in an existing formation, or to address well control issues. This businessoperating segment consists primarily of pressure pumping, downhole tools, coiled tubing, snubbing, nitrogen, well control, wireline and fishing. Customers include major multi-national and independent oil and gas producers, and selected nationally owned oil companies. The services offered under Technical Services are high capital and personnel intensive businesses. The common drivers of operational and financial success of these services include diligent equipment maintenance, strong logistical processes, and appropriately trained personnel who function well in a team environment. 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. The principal markets for this business segment include the United States, including the southwest, mid-continent, Gulf of Mexico, Rocky Mountain and Appalachian regions, and in selected international markets. Customers include major multi-national and independent oil and gas producers, and selected nationally owned oil companies.

 

Support Services include RPC’s oilall of the services that provide (i) equipment offered off the well site without RPC personnel and gas service lines(ii) services that primarily provideare provided in support of customer operations off the well site such as classroom and computer training, and other consulting services. The primary drivers of operational success for services and equipment provided off the well site without RPC personnel are offering safe, high quality and in-demand equipment appropriate for the well design characteristics. The drivers of operational success for the other Support Services relate to meeting customer use or services to assist customer operations.needs off the well site and competitive marketing of such services. The equipment and services offered include rental tools, drill pipe and related tools, pipe handling, pipe inspection and storage services, and oilfield training and consulting services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels. The principal markets for this segment include the United States, including the Gulf of Mexico, mid-continent, Rocky Mountain and Appalachian regions and project work in selected international locations in the last three years, including primarily Canada, Latin America and the Middle East. Customers primarily include domestic operations of major multi-national and independent oil and gas producers and major multi-nationals and selected nationally owned oil companies.

 

Technical Services

The following is aA brief description of the primary service linesservices conducted within each of the operating segments follows:

Technical Services business segment:

 

Pressure Pumping. Pressure pumping services, which accounted for approximately 54 percent of 2015 revenues, 57 percent of 2014 revenues and 55 percent of 20132018 revenues, 62 percent of 2017 revenues and 46 percent of 2016 revenues are provided to customers throughout Texas, and the Appalachian, mid-continent and Rocky Mountain regions of the United States. We primarily provide these services to customers in order to enhance the initial production of hydrocarbons in formations that have low permeability. Pressure pumping services involve using complex, truck or skid-mounted equipment designed and constructed for each specific pumping service offered. The mobility of this equipment permits pressure pumping services to be performed in varying geographic areas. Principal materials utilized in the pressure pumping businessoperations include fracturing proppants, acid and bulk chemical additives. Generally, these items are available from several suppliers, and the Company utilizes more than one supplier for each item. Pressure pumping services offered include:

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Fracturing — Fracturing services are performed to stimulate production of oil and natural gas by increasing the permeability of a formation. Fracturing is particularly important in shale formations, which have low permeability, and unconventional completion, because the formation containing hydrocarbons is not concentrated in one area and requires multiple fracturing operations. The fracturing process consists of pumping fluid gel and sometimes nitrogen into a cased well at sufficient pressure to fracture the formation at desired locations and depths. Sand, bauxiteceramics, or synthetic proppant,materials, which isare often suspended in gel, iscoated with a material to increase their resistance to crushing, are pumped into the fracture. When the pressure is released at the surface, the fluid gel returns to the well surface, but the proppant remains in the fracture, thus keeping it open so that oil and natural gas can flow through the fracture into the production tubing and ultimately to the well surface. In some cases, fracturing is performed in formations with a high amount of carbonate rock by an acid solution pumped under pressure without a proppant or with small amounts of proppant.

 

Acidizing — Acidizing services are also performed to stimulate production of oil and natural gas, but they are used in wells that have undergone formation damage due to the buildup of various materials that block the formation. Acidizing entails pumping large volumes of specially formulated acids into reservoirs to dissolve barriers and enlarge crevices in the formation, thereby eliminating obstacles to the flow of oil and natural gas. Acidizing services can also enhance production in limestone formations. Acid is also frequently used in the beginning of a fracturing operation.

 

Downhole Tools. Thru Tubing Solutions (“TTS”) accounted for approximately 1825 percent of 20152018 revenues, 1519 percent of 20142017 revenues and 1623 percent of 20132016 revenues. TTS provides services and proprietary downhole motors, fishing tools and other specialized downhole tools and processes to operators and service companies in drilling and production operations, including casing perforation and bridge plug drilling at the completion stage of an oil or gas well. The services that TTS provides are especially suited for unconventional drilling and completion activities. TTS’ experience providing reliable tool services allows it to work in a pressurized environment with virtually any coiled tubing unit or snubbing unit.

 

Coiled Tubing. Coiled tubing services, which accounted for approximately ninesix percent of revenues in 2015, 20142018, seven percent of revenues in 2017 and 2013,10 percent of revenues in 2016, involve the injection of coiled tubing into wells to perform various applications and functions for use principally in well-servicing operations and to facilitate completion of horizontal wells. Coiled tubing is a flexible steel pipe with a diameter of less than four inches manufactured in continuous lengths of thousands of feet and wound or coiled around a large reel. It can be inserted through existing production tubing and used to perform workovers without using a larger, more costlycostlier workover rig. Principal advantages of employing coiled tubing in a workover operation include: (i) not having to “shut-in” the well during such operations, (ii) the ability to reel continuous coiled tubing in and out of a well significantly faster than conventional pipe, (iii) the ability to direct fluids into a wellbore with more precision, and (iv) enhanced access to remote or offshore fields due to the smaller size and mobility of a coiled tubing unit compared to a workover rig. Increasingly, coiled tubing units are also used to support completion activities in directional and horizontal wells. Such completion activities usually require multiple entrances in a wellbore in order to complete multiple fractures induring a pressure pumping operation. A coiled tubing unit can accomplish this type of operation because its flexibility allows it to be steered in a direction other than vertical, which is necessary in this type of wellbore. At the same time, the strength of the coiled tubing string allows various types of tools or motors to be conveyed into the well effectively. The uses for coiled tubing in directional and horizontal wells have been enhanced by improved fabrication techniques and higher-diameter coiled tubing which allows coiled tubing units to be used effectively over greater distances, thus allowing them to function in more of the completion activities currently taking place in the U.S. domestic market. There are several manufacturers of flexible steel pipe used in coiled tubing services, and the Company believes that its sources of supply are adequate.

 

Snubbing. Snubbing (also referred to as hydraulic workover services), which accounted for approximatelyone percent of revenues in 2018, two percent of revenues in 2017 and three percent of revenues in 2015 and 2014 and four percent of revenues in 2013,2016, involves using a hydraulic workover rig that permits an operator to repair damaged casing, production tubing and downhole production equipment in a high-pressure environment. A snubbing unit makes it possible to remove and replace downhole equipment while maintaining pressure on the well. Customers benefit because these operations can be performed without removing the pressure from the well, which stops production and can damage the formation, and because a snubbing rigunit can perform many applications at a lower cost than other alternatives. Because this service involves a very hazardous process that entails high risk, the snubbing segment of the oil and gas services industry is limited to a relative few operators who have the experience and knowledge required to perform such services safely and efficiently. Increasingly, snubbing units are used for unconventional completions at the outer reaches of long wellbores which cannot be serviced by coiled tubing because coiled tubing has a more limited range than drill pipe conveyed by a snubbing unit.

 

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Nitrogen. Nitrogen accounted for approximately four percent of revenues in 2015, three percent of revenues in 2014 and four2018, two percent of revenues in 2013.2017 and five percent of revenues in 2016. There are a number of uses for nitrogen, an inert, non-combustible element, in providing services to oilfield customers and industrial users outside of the oilfield. For our oilfield customers, nitrogen can be used to clean drilling and production pipe and displace fluids in various drilling applications. Increasingly, it is used as a displacement medium to increase production in older wells in which production has depleted. It also can be used to create a fire-retardant environment in hazardous blowout situations and as a fracturing medium for our fracturing service line.service. In addition, nitrogen can be complementary to our snubbing and coiled tubing service lines,services, because it is a non-corrosive medium and is frequently injected into a well using coiled tubing. Nitrogen is complementary to our pressure pumping service line as well, because foam-based nitrogen stimulation is appropriate in certain sensitive formations in which the fluids used in fracturing or acidizing would damage a customer's well.

 

For non-oilfield industrial users, nitrogen can be used to purge pipelines and create a non-combustible environment. RPC stores and transports nitrogen and has a number of pumping unit configurations that inject nitrogen in its various applications. Some of these pumping units are set up for use on offshore platforms or inland waters. RPC purchases its nitrogen in liquid form from several suppliers and believes that these sources of supply are adequate.

 

Well Control. Cudd Energy Services specializes in responding to and controlling oil and gas well emergencies, including blowouts and well fires, domestically and internationally. In connection with these services, Cudd Energy Services, along with Patterson Services, has the capacity to supply the equipment, expertise and personnel necessary to restore affected oil and gas wells to production. During the past several years, the Company has responded to numerous well control situations in the domestic U.S. oilfield and in various international locations.

 

The Company’s professional firefighting staff has many years of aggregate industry experience in responding to well fires and blowouts. This team of experts responds to well control situations where hydrocarbons are escaping from a wellbore, regardless of whether a fire has occurred. In the most critical situations, there are explosive fires, the destruction of drilling and production facilities, substantial environmental damage and the loss of hundreds of thousands of dollars per day in well operators’ production revenue. Since these events ordinarily arise from equipment failures or human error, it is impossible to predict accurately the timing or scope of this work. Additionally, less critical events frequently occur in connection with the drilling of new wells in high-pressure reservoirs. In these situations, the Company is called upon to supervise and assist in the well control effort so that drilling operations can resume as promptly as safety permits.

 

Wireline Services. Wireline is classified into two types of services: slick or braided line and electric line. In both, a spooled wire is unwound and lowered into a well, conveying various types of tools or equipment. Slick or braided line services use a non-conductive line primarily for jarring objects into or out of a well, as in fishing or plug-setting operations. Electric line services lower an electrical conductor line into a well allowing the use of electrically-operated tools such as perforators, bridge plugs and logging tools. Wireline services can be an integral part of the plug and abandonment process near the end of the life cycle of a well.

 

Pump Down Services. Pump down services are an integral part of the well completion process and are critical in multiple-stage, unconventional well completions which use various types of bridge plugs and perforation techniques. Pump down services use fluids and low-capacity pressure pumping equipment, and work in coordination with wireline services, to place completion equipment at the desired location in a well bore. This process is repeated for each stage, moving from the most distant end of the wellbore to the end that is closest to the wellhead.

Fishing. Fishing involves the use of specialized tools and procedures to retrieve lost equipment from a well drilling operation and producing wells. It is a service required by oil and gas operators who have lost equipment in a well. Oil and natural gas production from an affected well typically declines until the lost equipment can be retrieved. In some cases, the Company creates customized tools to perform a fishing operation. The customized tools are maintained by the Company after the particular fishing job for future use if a similar need arises.

 

Support Services

The following is a description of the primary service lines conducted within the Support Services business segment:

 

Rental Tools. Rental tools accounted for approximately fourthree percent of revenues in 2015, 20142018, two percent of revenues in 2017 and 2013.three percent of revenues in 2016. The Company rents specialized equipment for use with onshore and offshore oil and gas well drilling, completion and workover activities. The drilling and subsequent operation of oil and gas wells generally require a variety of equipment. The equipment needed is in large part determined by the geological features of the production zone and the size of the well itself. As a result, operators and drilling contractors often find it more economical to supplement their tool and tubular assets with rental items instead of owning a complete set of assets. The Company’s facilities are strategically located to serve the major staging points for oil and gas activities in Texas, the Gulf of Mexico, mid-continent region, Appalachian region and the Rocky Mountains.

 

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Patterson Rental Tools offers a broad range of rental tools including:

 

Blowout PreventorsDiverters
High Pressure Manifolds and ValvesDrill Pipe  
Hevi-wate Drill PipeDrill Collars
TubingHandling Tools
 
Production Related Rental ToolsCoflexip® Hoses
PumpsWear KnotTM Drill Pipe

 

Oilfield Pipe Inspection Services, Pipe Management and Pipe Storage.Pipe inspection services include Full Body Electromagnetic and Phased Array Ultrasonic inspection of pipe used in oil and gas wells. These services are provided at both the Company’s inspection facilities and at independent tubular mills in accordance with negotiated sales and/or service contracts. Our customers are major oil companies and steel mills, for which we provide in-house inspection services, inventory management and process control of tubing, casing and drill pipe. Our locations in Channelview, Texas and Morgan City, Louisiana are equipped with large capacity cranes, specially designed forklifts and a computerized inventory system to serve a variety of storage and handling services for both oilfield and non-oilfield customers.

 

Well Control School. Well Control School provides industry and government accredited training for the oil and gas industry both in the United States and in limited international locations. Well Control School provides training in various formats including conventional classroom training, interactive computer training including training delivered over the internet, and mobile simulator training.

 

Energy Personnel International. Energy Personnel International provides drilling and production engineers, well site supervisors, project management specialists, and workover and completion specialists on a consulting basis to the oil and gas industry to meet customers’ needs for staff engineering and well site management.

 

Refer to Note 1213 in the Notes to the Consolidated Financial Statements for additional financial information on our business segments.

 

Industry

 

United States. RPC provides its services to its domestic customers through a network of facilities strategically located to serve oil and gas drilling and production activities of its customers in Texas, the Gulf of Mexico, the mid-continent, the southwest, the Rocky Mountains and the Appalachian regions. Demand for RPC’s services in the U.S. tends to be extremely volatile and fluctuates with current and projected price levels of oil and natural gas and activity levels in the oil and gas industry. Customer activity levels are influenced by their decisions about capital investment toward the development and production of oil and gas reserves.

 

Due to aging oilfields and lower-cost sources of oil internationally, the drilling rig count in the U.S. has declined by approximately 8977 percent from its peak in 1981. However, due to continuously enhanced technology,rig and other technologies, more wells are drilled during periods of strong industry activity, and these wells are increasingly productive. For these reasons, the domestic production of natural gas rose to record levels in the third quarter of 2015, and domestic production of crude oil in the third quarter of 2015 reached its highest level since the third quarter of 1971. DomesticWith the decline in domestic drilling and completion activities beginning in early 2015, domestic production of both natural gas and oil began to decline during the third and fourth quarters of 2015, however, duealthough production continues to the declineremain high in domestic drilling and completion activities.comparison to historical levels. Oil and gas industry activity levels have historically been volatile, experiencing multiple cycles, including six down cycle troughs in 1986, 1992, 1999 (with April 1999 recordingbetween 1981 and 2016, with May 2016 marking the lowest U.S. drillingdomestic rig count in the industry’s history), 2002 and again in 2009.U.S. oilfield history. The rig count during the peak of the most recent cycle occurred at the end of the third quarter of 2014, and began to decline sharply during the fourth quarter of 2014. The rig count continued to decline in 2015 and 2016.2016, until June of 2016 when it stabilized and began to increase. Early in 2019, the rig count had recovered by approximately 159 percent from the historical low set during the second quarter of 2016, but was still approximately 46 percent lower than the cyclical peak in the third quarter of 2014.

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Because of the increased efficiency of drilling rigs, the Company also monitors well completions in the U.S. domestic drilling rig count had declinedoilfield. Well completions are particularly important to RPC because the majority of its services are utilized during the completion stage of an oil or gas well’s life cycle, so they are an important indicator of the demand for RPC’s services. As reported by approximately 73 percentthe U.S. Energy Information Administration during the first quarter of 2019, annual well completions fell from its most recenta cyclical peak of 21,370 in 2014 to 8,106 in 2016. Between 2016 and was only five2018, annual well completions increased by 6,456 or 79.7 percent. In spite of the increase in well completions during the past two years, annual well completions in 2018 were 31.9 percent higherlower than the April 1999 record low drilling rig count.2014 cyclical peak.

 

The fluctuations in domestic drilling activity since the most recent peak in the third quarter of 2014 peak are consistent with global supply of and demand for oil, the domestic supply of and demand for natural gas, U.S. domestic storage levels of oil and natural gas, fluctuations in the value of the U.S. dollar on world currency markets, and projected near-term economic growth. During 2015 the average price of natural gas decreased by approximately 39 percent compared to the prior year, but during the first quarter of 2016 stabilized at a price approximately equal to the average price in the fourth quarter of 2015. The average price of oil decreased by approximately 48 percent during 2015 compared to 2014. Early inand into the first quarter of 2016, the price of oil decreasedfell by approximately 2678 percent comparedfrom the cyclical peak in the third quarter of 2014. From its low price in early 2016, the price of oil had risen approximately 155 percent to its recent cyclical peak early in the fourth quarter of 2015.2018. Between this cyclical peak and early in the first quarter of 2019, the price of oil fell by approximately 28 percent. RPC believes that the decreaseincrease in the price of oil during this period has been caused by the actions of the OPEC cartel, increased supply from the domestic U.S. market, weakbetween 2016 and 2018 was due to increasing global demand and a perceived moderation of global supply, and that the strength of the U.S. dollar on global currency markets and high storage levels of oil. The precipitousrecent decline in the price of oil that has taken place sincewas due to a change in sentiment regarding supply and demand. The average price of natural gas increased by approximately 6.4 percent during 2018 as compared with 2017 and early in the thirdfirst quarter of 2014 has caused2019, the price of natural gas was approximately 18 percent lower than the price at the end of 2018. RPC does not believe that the current price of natural gas is sufficient to encourage natural gas-directed drilling, and we note that many oil-directed wells produce a significant decrease in oil-directed drilling activity. During this period the U.S. domestic oil-directed drilling rig count has fallen by approximately 70 percent.great deal of natural gas and natural gas liquids as well. In addition to oil and natural gas, the price of natural gas liquids has becomeplays a determinant ofminor role in determining our customers’ activity levels, since it is produced in many of the shale resource plays which also produce oil, and production of various natural gas liquids has increased to a level comparable to that of natural gas. During 20152018 the average price of natural gas liquids decreasedincreased by approximately 5615 percent compared to 2014, and earlywith 2017. Early in the first quarter of 2016 had declined2019, the price of natural gas liquids increased by approximately 2629 percent compared to the average price in 2015.2018. During 2018, the price of oil was high enough to encourage increased drilling and production activity, but the unexpected and significant drop in the price of oil during the fourth quarter of 2018 has caused many of RPC’s customers to delay or curtail their drilling and completion plans for the near term. The declinesfluctuations in the prices of these commodities, and in particular, the extreme volatility in the price of oil, natural gas, and natural gas liquids during 2015 and the first quarter of 2016 to date carry significant negative implications forsignificantly impact RPC’s customer activity levels over the near term.financial results.

 

From 2001 to 2009, gas drilling rigs represented over 80 percent of the drilling rig count. In 2010, the percentage of drilling rigs drilling for natural gas began to decline, and by early in the first quarter of 2015 had fallen to approximately 18 percent of total drilling activity. In absolute terms, the natural gas drilling rig count early in the firstthird quarter of 2016 was the lowest natural gas drilling rig count ever recorded. During 2018 and early into the first quarter of 2019, the natural gas drilling rig count as a percentage of the total rig count remained steady at approximately 18 percent of total drilling. Although the demand for natural gas has remained stable, the price of natural gas has fallen in recent years due to increased domestic reserves, productivity of new wells, and high associated natural gas production from oil-directed wells. The price of natural gas has declined in 2015 and early in the first quarter of 2016, and has fallen to a level not observed since the fourth quarter of 1998. We have observed that these natural gas market dynamics discourage our customers from conducting natural gas-directed drilling activities. In spite of these unfavorable near-term dynamics, the long-term demand outlook for natural gas is still favorable because, unlike oil, foreign imports of natural gas do not compete with domestic production to a meaningful degree, and in the fourth quarter of 2015,for several years, the United States began to exporthas exported increasing volumes of natural gas for the first time.to other countries. We anticipate that oil-directed drilling will continue to represent the majority of the total drilling rig count in spite ofduring the fact that the price of oil has declined tremendously from the third quarter of 2014 through the first quarter of 2016 to date.near term. Over the long term, we believe that natural gas-directed drilling will increase due to the lack of natural gas production from oil-directed drilling and increased natural gas demand from U.S. exports of natural gas andin addition to changes in demand due to increased use of natural gas as a transportation fuel or for other purposes. We continue to believe in the long-term growth opportunities for our business due to the continued high demand for hydrocarbons generally and the growing production of oil in the domestic U.S. market in particular. Furthermore, we note that the techniques used to extract oil and natural gas in the U.S. domestic market increasingly require the types of services that RPC provides to its customers.

 

There are certain types ofUnconventional wells being drilled in the U.S. domestic market for which there isgenerate a higher demand for RPC’s services. Known as either directional or horizontal wells, these wellsservices because they are more difficult and costly to complete. They have become an increasingly large percentage of the U.S. domestic market, and since the third quarter of 2008, have consistently comprisedcomprise the majority of U.S. domestic drilling and during the fourth quarter of 2018 and early in the first quarter of 2019, have reached a historical high of approximately 94 percent of total drilling. Because they are drilled through a typically narrow and relatively impermeable formation such as shale, they require additional stimulation when they are completed. Also, many of these formations require high pumping rates of stimulation fluids under high pressures, which in turn require a great deal of pressure pumping horsepower on location to complete the well. Furthermore, since they are not drilled in a straight vertical direction from the Earth’s surface, they require tools and drilling mechanisms that are flexible, rather than rigid, and can be steered once they are downhole. Specifically, these types of wells require RPC’s pressure pumping and coiled tubing services, as well as our downhole tools and services.

 

 7 

 

 

International. RPC has historically operated in several countries outside of the United States, and international revenues accounted for approximately sixfive percent of RPC’s consolidated revenues in 2015 and2018, four percent in 20142017 and 2013.seven percent in 2016. RPC’s equipment investmentsallocation of growth capital over the last several years have emphasized domestic rather than international expansion because of higher domestic activity levels and expected financial returns. International revenues decreasedincreased 61.9 percent in 2018 compared to the prior year primarily due to lowerhigher customer activity levels in Canada, Australia, BoliviaArgentina and to a lesser extent, Mexico in 2015and Pakistan, partially offset by increasedlower activity in Argentina compared to the prior year.Gabon. During 2015,2018, RPC provided snubbing, well control and oilfield training services in several countries including Gabon and Australia. We also provided downhole motors and tools in Argentina, Canada, ChinaMexico and Oman, andas well as rental tools in Equatorial Guinea.Pakistan. We also provided snubbing services in Gabon. We continue to focus on the selected development of international opportunities in these and other markets, although we believe that it will continue to be less than ten percent of total revenues in 2016.2019.

 

RPC provides services to its international customers through branch locations or wholly owned foreign subsidiaries. The international market is prone to political uncertainties, including the risk of civil unrest and conflicts. However, due to the significant investment requirement and complexity of international projects, customers’ drilling decisions relating to such projects tend to be evaluated and monitored with a longer-term perspective with regard to oil and natural gas pricing, and therefore have the potential to be more stable than most U.S. domestic operations. Additionally, the international market is dominated by major oil companies and national oil companies which tend to have different objectives and more operating stability than the typical independent oil and gas producer in the U.S. Predicting the timing and duration of contract work is not possible. Refer to Note 1213 in the Notes to Consolidated Financial Statements for further information on our international operations.

 

Growth Strategies

 

RPC’s primary objective is to generate excellent long-term returns on investment through the effective and conservative management of its invested capital to generate strong cash flow. This objective continues to be pursued through strategic investments and opportunities designed to enhance the long-term value of RPC while improving market share, product offerings and the profitability of existing businesses. Growth strategies are focused on selected customers and markets in which we believe there exist opportunities for higher growth, customer and market penetration, or enhanced returns achieved through consolidations or through providing proprietary value-added productsequipment and services. RPC intends to focus on specific market segments in which it believes that it has a competitive advantage and on potential large customers who have a long-term need for our services in markets in which we operate.

 

RPC seeks to expand its service capabilities through a combination of internal growth, acquisitions, joint ventures and strategic alliances. Historically, we have found that we generate higher financial returns from organic growth in service lineswith our services and geographical locations in which we have experience. Because of the fragmented nature of the oil and gas services industry, RPC believes a number of acquisition opportunities exist, and we frequently consider such opportunities. We have consummated relatively few acquisitions, however, due to high seller valuation expectations and the risk of integrating acquired businesses into our existing operations. As the current industry downturn continues, we believe that many financial investors who have provided capital to smaller oilfield service companies in the past several years are seeking to liquidate their investments. This development, along with continued depressed financial results in our industry, may make valuations for acquisition targets more attractive. We will continue to consider the acquisitions of existing businesses but will also continue to maintain a conservative capital structure, which may limit our ability to consummate large transactions.

 

RPC has a revolving credit facility which can be used to fund the purchase of revenue-producing equipment and other working capital requirements. In January 2014,The borrowing base for this credit facility was extended for five years, and in Novemberis $125 million less the amount of 2015, RPC voluntarily reduced the borrowing capacityany outstanding letters of the facility. We have pursued this capital source because of the high returns on investment that have been generated by many of our service lines during the previous several years, and because of the low cost and ready availability of debt capital. During 2014, we purchased additional revenue-producing equipment to support high industry activity levels. We took delivery of this equipment during the third and fourth quarters of 2014 and the first and second quarters of 2015. We hadcredit. There was no outstanding balance on ourthis credit facility at the endas of 2015 due to a decrease in capital expenditures and working capital.December 31, 2018. Our capital structure is more conservative than that of many of our peers.

 

Customers

 

Demand for RPC’s services and productsequipment depends primarily upon the number of oil and natural gas wells being drilled, the depth and drilling conditions of such wells, the number of well completions and the level of production enhancement activity worldwide. RPC’s principal customers consist of major and independent oil and natural gas producing companies. During 2015,2018, RPC provided oilfield services to several hundred customers. Of these customers, only one, Anadarko Petroleum Corporation (Anadarko) at approximately 23 percent of revenues,there was no customer in 2018 or 2017 that accounted for more than 10 percent of revenues. RPC believes that the relationship with this customer is good, but the loss of this customer could have a material adverse effect on Company revenues in the near term.

 

Sales are generated by RPC’s sales force and through referrals from existing customers. Over the past three years we have from time to time entered into agreements, with terms beyond one year, to provide services to certain domestic customers. We monitor closely the financial condition of these customers, their capital expenditure plans, and other indications of their drilling and completion activities. Due to the short lead time between ordering services or equipment and providing services or delivering equipment, there is no significant sales backlog in most of our service lines.backlog.

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Competition

 

RPC operates in highly competitive areas of the oilfield services industry. Our productsWe sell our equipment and services are sold in highly competitive markets, and the revenues and earnings generated are affected by changes in prices for our services, fluctuations in the level of customer activity in major markets, general economic conditions and governmental regulation. RPC competes with many large and small oilfield industry competitors, including the largest integrated oilfield services companies. StrongDuring the oilfield activitydownturn of 2015 and 2016, a number of smaller oilfield services companies as well as several of our publicly traded peers reduced the scope of their operations or became insolvent. During 2017, however, an improving industry environment and the positive outlook on the industry from the financial markets facilitated the formation of new companies and allowed existing companies to expand their operations. RPC believes that these expanded or newly formed companies increased competitive pressures during the past several yearsnear term, since they began to provide services to our existing customers at lower prices, and the availability of capital have encouraged several new, smallerhired experienced personnel from more established companies to seek debt and equity capital and accelerate their growth rates. The presence of these new competitors has increased competitive pricing pressuressuch as domestic oilfield activity moderated during 2013, 2014 and 2015. Although the growth in the overall domestic fleet of revenue-producing equipment has moderated, pricingRPC. Pricing for our services remains competitive.improved significantly during 2017, but began to decline during the fourth quarter of 2017 and throughout 2018. RPC believes that the principal competitive factors in the market areas that it serves are product availability and quality of our equipment and raw materials used to provide our services, service quality, reputation for safety and technical proficiency, and price.

 

The oil and gas services industry includes a small number of dominant global competitors including, among others, Halliburton Energy Services Group, a division of Halliburton Company, Baker Hughes, a GE Company, and Schlumberger Ltd., and The industry also includes a significant number of other publicly traded peers whose operations are more similar to RPC, including Basic Energy Services, C&J Energy Services, Keane Group, Inc., Liberty Oilfield Services, Mammoth Energy Services, Inc., NCS Multistage Holdings, Inc., Nine Energy Service, Patterson-UTI Energy, Inc., ProPetro Holding Corporation and Superior Energy Services, as well as numerous smaller, locally oriented businesses.owned competitors.

 

Facilities/Equipment

 

RPC’s equipment consists primarily of oil and gas services equipment used either in servicing customer wells or provided on a rental basis for customer use. Substantially all of this equipment is Company owned. RPC purchases oilfield service equipment from a limited number of manufacturers. These manufacturers of our oilfield service equipment may not be able to meet our requests for timely delivery during periods of high demand which may result in delayed deliveries of equipment and higher prices for equipment.

 

RPC both owns and leases regional and district facilities from which its oilfield services are provided to land-based and offshore customers. RPC’s principal executive offices in Atlanta, Georgia are leased. The Company has two primary administrative buildings, one it leasesleased facility in The Woodlands, Texas that includes the Company’s operations, engineering, sales and marketing headquarters, and one it ownsowned facility in Houma, Louisiana that includes certain administrative functions. RPC believes that its facilities are adequate for its current operations. For additional information with respect to RPC’s lease commitments, see Note 910 of the Notes to Consolidated Financial Statements.

 

Governmental Regulation

 

RPC’s business is affected by state, federal and foreign laws and other regulations relating to the oil and gas industry, as well as laws and regulations relating to worker safety and environmental protection. RPC cannot predict the level of enforcement of existing laws and regulations or how such laws and regulations may be interpreted by enforcement agencies or court rulings, whether additional laws and regulations will be adopted, or the effect such changes may have on it, its businesses or financial condition.

 

In addition, our customers are affected by laws and regulations relating to the exploration for and production of natural resources such as oil and natural gas. These regulations are subject to change, and new regulations may curtail or eliminate our customers’ activities in certain areas where we currently operate.activities. We cannot determine the extent to which new legislation may impact our customers’ activity levels, and ultimately, the demand for our services.

 

Intellectual Property

 

RPC uses several patented items in its operations which management believes are important, but are not indispensable, to RPC’s success. Although RPC anticipates seeking patent protection when possible, it relies to a greater extent on the technical expertise and know-how of its personnel to maintain its competitive position.

 

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Availability of Filings

 

RPC makes available, free of charge, on its website, www.rpc.net, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports on the same day as they are filed with the Securities and Exchange Commission.

 

Item 1A. Risk Factors

 

Demand for our productsequipment and services is affected by the volatility of oil and natural gas prices.

 

Oil and natural gas prices affect demand throughout the oil and gas industry, including the demand for our productsequipment and services. Our business depends in large part on the conditions of the oil and gas industry, and specifically on the capital investments of our customers related to the exploration and production of oil and natural gas. When these capital investments decline, our customers’ demand for our services declines.

 

The price of oil, a world-wide commodity, is affected by, among other things, the potential of armed conflict in politically unstable areas such as the Middle East as well as the actions of the Organization of the Petroleum Exporting Countries (OPEC),OPEC, an oil cartel which controls slightly less than 40 percent of global oil production. OPEC’s actions have historically been unpredictable and can contribute to the volatility of the price of oil on the world market.

 

Although the production sector of the oil and gas industry is less immediately affected by changing prices, and, as a result, less volatile than the exploration sector, producers react to declining oil and gas prices by curtailing capital spending, which would adversely affect our business. A prolonged low level of customer activity in the oil and gas industry has adversely affectedaffects the demand for our productsequipment and services and our financial condition and results of operations.

 

Reliance upon a large customer may adversely affect our revenues and operating results.

 

At times our business has had a concentration of one or more major customers. One of our largest customers, Anadarko, accounted for approximately 23 percent of revenues in 2015, and there wereThere was no other customers during 2015 and no customers in 2014 and 2013customer that accounted for more than 10 percent of the Company’s revenues.revenues in 2018, 2017 or 2016. In addition, Anadarko accounted for approximately 14 percent of accounts receivablethere was no customer as of December 31, 2015, and there were no other customers as of December 31, 2015 and no customers as of December 31, 20142018 or 2017 that accounted for more than 10 percent of accounts receivable. ThisThe reliance on a large customer for a significant portion of our total revenues exposes us to the risk that the loss or reduction in revenues from this customer, which could occur unexpectedly, could have a material and disproportionate adverse impact upon our revenues and operating results.

 

Our concentrationbusiness depends on capital spending by our customers, many of customers in one industry and decreased demand for petroleum may impact our overall exposurewhom rely on outside financing to credit risk and cause us to experience increased losses for doubtful accounts.fund their operations.

 

Substantially allMany of our customers operaterely on their ability to raise equity capital and debt financing from capital markets to fund their operations. Their ability to raise outside capital depends upon, among other things, the availability of capital, near-term operating prospects of oil and gas companies, current and projected prices of oil and natural gas, and relative attractiveness of competing investments for available investment capital. These factors are outside of our control, and in the energy industry. This concentrationevent our customers cannot continue to raise outside capital to fund their operations, RPC’s financial results would be negatively impacted.

Our business depends on capital spending by our customers, many of customers in one industry may impact our overall exposurewhom rely on outside financing to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economicfund their operations.

Many oil and industry conditions. We perform ongoing credit evaluationsgas companies do not generate sufficient operating cash flow to cover their capital expenditures. Because of this deficiency, many of our customers rely on their ability to raise equity capital and do not generally require collateraldebt financing from capital markets in supportorder to continue their operations. Their ability to raise outside capital to fund their operations depends upon, among other things, the availability of capital, near-term operating prospects of oil and gas companies, current and projected prices of oil and natural gas, and attractiveness of competing investments for available investment capital. These factors are outside of our trade receivables. Recent decreased demand for petroleum adversely affectingcontrol, and in the event that our customers cannot continue to raise outside capital to fund their operations, RPC’s financial results would be negatively impacted.

RPC’s success will depend on its key personnel, and the loss of any key personnel may affect its revenues.

RPC’s success will depend to a significant extent on the continued service of key management personnel. The loss or interruption of the services of any senior management personnel or the inability to attract and retain other qualified management, sales, marketing and technical employees could disrupt RPC’s operations and cause us to experience increased losses for doubtful accounts.a decrease in its revenues and profit margins.

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We may be unable to compete in the highly competitive oil and gas industry in the future.

 

We operate in highly competitive areas of the oilfield services industry. The productsequipment and services in our industry segments are sold in highly competitive markets, and our revenues and earnings have in the past been affected by changes in competitive prices, fluctuations in the level of activity in major markets and general economic conditions. We compete with the oil and gas industry’s many large and small industry competitors, including the largest integrated oilfield service providers. We believe that the principal competitive factors in the market areas that we serve are product and service quality and availability, reputation for safety, technical proficiency and price. Although we believe that our reputation for safety and quality service is good, we cannot assure you that we will be able to maintain our competitive position.

 

We may be unable to identify or complete acquisitions.

 

Acquisitions have been and may continue to be a key element of our business strategy. We cannot assure you that we will be able to identify and acquire acceptable acquisition candidates on terms favorable to us in the future. We may be required to incur substantial indebtedness to finance future acquisitions and also may issue equity securities in connection with such acquisitions. The issuance of additional equity securities could result in significant dilution to our stockholders. We cannot assure you that we will be able to integrate successfully the operations and assets of any acquired business with our own business. Any inability on our part to integrate and manage the growth from acquired businesses could have a material adverse effect on our results of operations and financial condition.

 

Our operations are affected by adverse weather conditions.

 

Our operations are directly affected by the weather conditions in several domestic regions, including the Gulf of Mexico, the Gulf Coast, the mid-continent, the Rocky Mountains and the Appalachian region. Hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf Coast during certain times of the year may also affect our operations, and severe hurricanes may affect our customers' activities for a period of several years. While the impact of these storms may increase the need for certain of our services over a longer period of time, such storms can also decrease our customers' activities immediately after they occur. Such hurricanes may also affect the prices of oil and natural gas by disrupting supplies in the short term, which may increase demand for our services in geographic areas not damaged by the storms. Prolonged rain, snow or ice in many of our locations may temporarily prevent our crews and equipment from reaching customer work sites. Due to seasonal differences in weather patterns, our crews may operate more days in some periods than others. Accordingly, our operating results may vary from quarter to quarter, depending on the impact of these weather conditions.

 

Our ability to attract and retain skilled workers may impact growth potential and profitability.

 

Our ability to be productive and profitable will depend substantially on our ability to attract and retain skilled workers. Our ability to expand our operations is, in part, impacted by our ability to increase our labor force. A significant increase in the wages paid by competing employers could result in a reduction in our skilled labor force, increases in the wage rates paid by us, or both. If either of these events occurred, our capacity and profitability could be diminished, and our growth potential could be impaired.

 

Our business has potential liability for litigation, personal injury and property damage claims assessments.

RPC’s subsidiaries have a number of agreements of various types in place with our customers. In general, these agreements indemnify RPC and its subsidiaries against damage or liabilities that arise from the actions of our employees or the operation of our equipment. The provisions in these agreements do not make a distinction among the types of services that RPC provides or the location of the work. These agreements also require that RPC maintain a certain level and type of insurance coverage against any claims that are determined to be our responsibility. RPC has insurance coverage in place with several well-capitalized insurance companies for accidental environmental claims.

 

Our operations involve the use of heavy equipment and exposure to inherent risks, including blowouts, explosions and fires. If any of these events were to occur, it could result in liability for personal injury and property damage, pollution or other environmental hazards or loss of production. Litigation may arise from a catastrophic occurrence at a location where our equipment and services are used. This litigation could result in large claims for damages. The frequency and severity of such incidents will affect our operating costs, insurability and relationships with customers, employees and regulators. These occurrences could have a material adverse effect on us. We maintain what we believe is prudent insurance protection. We cannot assure you that we will be able to maintain adequate insurance in the future at rates we consider reasonable or that our insurance coverage will be adequate to cover future claims and assessments that may arise.

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Our operations may be adversely affected if we are unable to comply with regulations and environmental laws.

 

Our business is significantly affected by stringent environmental laws and other regulations relating to the oil and gas industry and by changes in such laws and the level of enforcement of such laws. We are unable to predict the level of enforcement of existing laws and regulations, how such laws and regulations may be interpreted by enforcement agencies or court rulings, or whether additional laws and regulations will be adopted. The adoption of laws and regulations curtailing exploration and development of oil and gas fields in our areas of operations for economic, environmental or other policy reasons would adversely affect our operations by limiting demand for our services. We also have potential environmental liabilities with respect to our offshore and onshore operations, and could be liable for cleanup costs, or environmental and natural resource damage due to conduct that was lawful at the time it occurred, but is later ruled to be unlawful. We also may be subject to claims for personal injury and property damage due to the generation of hazardous substances in connection with our operations. We believe that our present operations substantially comply with applicable federal and state pollution control and environmental protection laws and regulations. We also believe that compliance with such laws has had no material adverse effect on our operations to date. However, such environmental laws are changed frequently. We are unable to predict whether environmental laws will, in the future, materially adversely affect our operations and financial condition. Penalties for noncompliance with these laws may include cancellation of permits, fines, and other corrective actions, which would negatively affect our future financial results.

 

Compliance with federal and state regulations relating to hydraulic fracturing and designation of economic development zones related to natural gas-directed drilling from shale formations could increase our operating costs, cause operational delays, and could reduce or eliminate the demand for our pressure pumping services.

 

RPC’s pressure pumping services are the subject of continuing federal, state and local regulatory oversight. This scrutiny is prompted in part by public concern regarding the potential impact on drinking and ground water and other environmental issues arising from the growing use of hydraulic fracturing. Among these regulatory entities is the White House Council on Environmental Quality, which is coordinatingcoordinated a review of hydraulic fracturing practices. In addition, a committee of the United States House of Representatives has investigated hydraulic fracturing practices and publicized information regarding the materials used in hydraulic fracturing. The U.S. Environmental Protection Agency (EPA) has also undertaken a study of the environmental impact of hydraulic fracturing practices. In the second quarter of 2015, the EPA issued a report which concluded that hydraulic fracturing had not caused a measureable impact on drinking water sources in the U.S. While this conclusion and other conclusions from similar efforts are favorable for our industry, we are unable to predict whether future scrutiny of RPC’s pressure pumping business and any resulting regulatory change will impact our business through increased operational costs, operational delays, or a reduction in demand for hydraulic fracturing services.

 

10 

Our international operations could have a material adverse effect on our business.

 

Our operations in various countriesinternational markets including, but not limited to, Africa, Canada, Argentina, China, Mexico, Eastern Europe, Latin America and the Middle East are subject to risks. These risks include, but are not limited to, political changes, expropriation, currency restrictions and changes in currency exchange rates, taxes, boycotts and other civil disturbances. The occurrence of any one of these events could have a material adverse effect on our operations.

 

Our common stock price has been volatile.

 

Historically, the market price of common stock of companies engaged in the oil and gas services industry has been highly volatile. Likewise, the market price of our common stock has varied significantly in the past.

 

Our management has a substantial ownership interest, and public stockholders may have no effective voice in the management of the Company.

 

The Company has elected the “Controlled Corporation” exemption under Section 303A of the New York Stock Exchange (“NYSE”) Listed Company Manual. The Company is a “Controlled Corporation” because a group that includes the Company’s Chairman of the Board, R. Randall Rollins and his brother, Gary W. Rollins, who is also a director of the Company, and certain companies under their control, controls in excess of fifty percent of the Company’s voting power. As a “Controlled Corporation,” the Company need not comply with certain NYSE rules including those requiring a majority of independent directors.

 

RPC’s executive officers, directors and their affiliates hold directly or through indirect beneficial ownership, in the aggregate, approximately 74 percent of RPC’s outstanding shares of common stock. As a result, these stockholders effectively control the operations of RPC, including the election of directors and approval of significant corporate transactions such as acquisitions and other matters requiring stockholder approval. This concentration of ownership could also have the effect of delaying or preventing a third party from acquiring control over the Company at a premium.

 

Our management has a substantial ownership interest, and the availability of the Company’s common stock to the investing public may be limited.

 

The availability of RPC’s common stock to the investing public may be limited to those shares not held by the executive officers, directors and their affiliates, which could negatively impact RPC’s stock trading prices and affect the ability of minority stockholders to sell their shares. Future sales by executive officers, directors and their affiliates of all or a portion of their shares could also negatively affect the trading price of our common stock.

12

 

Provisions in RPC's certificate of incorporation and bylaws may inhibit a takeover of RPC.

 

RPC’s certificate of incorporation, bylaws and other documents contain provisions including advance notice requirements for stockholder proposals and staggered terms for the Board of Directors. These provisions may make a tender offer, change in control or takeover attempt that is opposed by RPC’s Board of Directors more difficult or expensive.

 

Some of our equipment and several types of materials used in providing our services are available from a limited number of suppliers.

 

We purchase equipment provided by a limited number of manufacturers who specialize in oilfield service equipment. During periods of high demand, these manufacturers may not be able to meet our requests for timely delivery, resulting in delayed deliveries of equipment and higher prices for equipment. There are a limited number of suppliers for certain materials used in pressure pumping services, our largest service line. While these materials are generally available, supply disruptions can occur due to factors beyond our control. Such disruptions, delayed deliveries, and higher prices may limit our ability to provide services, or increase the costs of providing services, which could reduce our revenues and profits.

 

We have used outside financing in prior years to accomplish our growth strategy, and outside financing may become unavailable or may be unfavorable to us.

 

Our business requires a great deal of capital in order to maintain our equipment and increase our fleet of equipment to expand our operations, and we have access to our $125 million credit facility to fund our necessary working capital and equipment requirements. MostOur credit facility, as amended July 26, 2018, provides a borrowing base of our existing$125 million less the amount of any outstanding letters of credit, facilityand bears interest at a floating rate, which exposes us to market risks as interest rates rise. If our existing capital resources become unavailable, inadequate or unfavorable for purposes of funding our capital requirements, we would need to raise additional funds through alternative debt or equity financings to maintain our equipment and continue our growth. Such additional financing sources may not be available when we need them, or may not be available on favorable terms. If we fund our growth through the issuance of public equity, the holdings of stockholders will be diluted. If capital generated either by cash provided by operating activities or outside financing is not available or sufficient for our needs, we may be unable to maintain our equipment, expand our fleet of equipment, or take advantage of other potentially profitable business opportunities, which could reduce our future revenues and profits.

 

11 

Our operations are subject to cyber-attacks that could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.

 

Our operations are increasingly dependent on digital technologies and services. We use these technologies for internal purposes, including data storage, processing and transmissions, as well as in our interactions with customers and suppliers. Digital technologies are subject to the risk of cyber-attacks. If our systems for protecting against cybersecurity risks prove to be insufficient, we could be adversely affected by, among other things, loss of or damage to intellectual property, proprietary or confidential information, or customer, supplier, or employee data, as well as, interruption of our business operations, and increased costs required to prevent, respond to, or mitigate cybersecurity attacks. These risks could harm our reputation and our relationships with customers, suppliers, employees and other third parties, and may result in claims against us. These risks could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition.

 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2. Properties

 

RPC owns or leases approximately 120 offices and operating facilities. The Company leases approximately 18,600 square feet of office space in Atlanta, Georgia that serves as its headquarters, a portion of which is allocated and charged to Marine Products Corporation. See “Related Party Transactions” contained in Item 7. TheAs of December 31, 2018, the lease agreement on the headquarters is effective through October 2020. Effective January 2019, the Company signed a new lease agreement for the office space at its headquarters that has substantially similar terms as the previous lease and extends the term of the lease from October 2020 to May 2031. RPC believes its current operating facilities are suitable and adequate to meet current and reasonably anticipated future needs. Descriptions of the major facilities used in our operations are as follows:

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Owned Locations

Broussard, Louisiana — Operations, sales and equipment storage yards

Vilonia, Arkansas — Maintenance and rebuild facilities

Elk City, Oklahoma — Operations, sales and equipment storage yards

Houma, Louisiana — Administrative office

Houston, Texas — Pipe storage terminal and inspection sheds

Kilgore, Texas — Operations, sales and equipment storage yards

Odessa, Texas — Operations, sales and equipment storage yards

Rock Springs, Wyoming — Operations, sales and equipment storage yards

Vernal, Utah — Operations, sales and equipment storage yards

Vilonia, Arkansas — Maintenance and rebuild facilities

Williston, North Dakota — Operations, sales and equipment storage yards

Leased Locations

Canton, Pennsylvania — Operations, sales and equipment storage yards

Hobbs, New Mexico — Pumping services facility

Midland, Texas — Operations, sales and equipment storage yards

Montgomery, Pennsylvania — Operations, sales and administrative office

Oklahoma City, Oklahoma — Operations, sales and administrative office

San Antonio, Texas — Operations, sales and equipment storage yards

Seminole, Oklahoma — Pumping services facility

The Woodlands, Texas — Operations, sales and administrative office

Washington, Pennsylvania — Operations, sales and equipment storage yards

Williston, North Dakota — Operations, sales and equipment storage yards

 

Item 3. Legal Proceedings

 

RPC is a party to various routine legal proceedings primarily involving commercial claims, 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. While the outcome of these lawsuits, legal proceedings and claims 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.

12 

 

Item 4. Mine Safety Disclosures

 

The information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Form 10-K.

 

Item 4A. Executive Officers of the Registrant

 

Each of the executive officers of RPC was elected by the Board of Directors to serve until the Board of Directors’ meeting immediately following the next annual meeting of stockholders or until his or her earlier removal by the Board of Directors or his or her resignation. The following table lists the executive officers of RPC and their ages, offices, and terms of office with RPC.

 

Name and Office with RegistrantAgeDate First Elected to Present Office
R. Randall Rollins(1)84871/24/84
Chairman of the Board  
Richard A. Hubbell (2)Chairman of the Board714/22/03
President and  
Chief Executive Officer  
Linda H. Graham (3)Richard A. Hubbell(2)791/27/87744/22/03
Vice President and  
SecretaryPresident and Chief Executive Officer  
Ben M. Palmer (4)557/8/96
Vice President,  
Chief Financial Officer andBen M. Palmer(3)587/8/96
  
TreasurerVice President, Chief Financial Officer and Corporate Secretary  

 

(1)R. Randall Rollins began working for Rollins, Inc. (consumer services) in 1949. Mr. Rollins has served as Chairman of the Board of RPC since the spin-off of RPC from Rollins, Inc. in 1984. He has served as Chairman of the Board of Marine Products Corporation (boat manufacturing) since it was spun off from RPC in 2001 and as Chairman of the Board of Rollins, Inc. since October 1991. He is also a director of Dover Downs Gaming and Entertainment, Inc. and Dover Motorsports, Inc.

14

 

(2)Richard A. Hubbell has been the President of RPC since 1987 and Chief Executive Officer since 2003. He has also been the President and Chief Executive Officer of Marine Products Corporation since it was spun off from RPC in 2001. Mr. Hubbell serves on the Board of Directors of both of these companies.

 

(3)Linda H. GrahamBen M. Palmer has been the Vice President and SecretaryChief Financial Officer of RPC since 1987. She1996. He has also been the Vice President and SecretaryChief Financial Officer of Marine Products Corporation since it was spun off from RPC in 2001. Ms. Graham serves onHe assumed the Board of Directors of both of these companies.

(4)Ben M. Palmer has been the Vice President, Chief Financial Officer and Treasurerresponsibilities as Corporate Secretary of RPC since 1996. He has also been the Vice President, Chief Financial Officer and Treasurer of Marine Products Corporation since it was spun off from RPC in 2001.July 2017.

13 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

RPC’s common stock is listed for trading on the New York Stock Exchange under the symbol RES. As of February 18, 201615, 2019 there were 217,616,291215,210,657 shares of common stock outstanding and approximately 19,40024,000 beneficial holders of our common stock. The following table sets forth the high and low prices of RPC’s common stock and dividends paid for each quarter in the years ended December 31, 2015 and 2014:

  2015  2014 
Quarter High  Low  Dividends  High  Low  Dividends 
First $14.15  $10.58  $0.105  $21.09  $16.16  $0.105 
Second  16.66   12.81   0.050   23.75   19.27   0.105 
Third  13.85   8.54   -   25.15   20.67   0.105 
Fourth  13.69   8.45   -   22.15   11.55   0.105 

On July 28, 2015, RPC’s Board of Directors voted to temporarily suspend RPC’s quarterly dividend to common stockholders. The Company expects to resume cash dividends to common stockholders in the future, subject to the earnings and financial condition of the Company and other relevant factors.

 

Issuer Purchases of Equity Securities

TheShares repurchased by the Company has a stock buyback program initially adoptedand affiliated purchases in 1998 and subsequently amended in 2014 that authorizes the repurchasefourth quarter of up to 31,578,125 shares. There were no shares repurchased as part of this program during 2015. As of December 31, 2015, there2018 are 2,050,154 shares available to be repurchased under the current authorization. Currently the program does not have a predetermined expiration date.outlined below.

Period 

Total Number of

Shares

(or Units)

Purchased  

  

Average Price

Paid Per Share

(or Unit)

  

Total Number of

Shares (or Units)

Purchased as Part

of Publicly

Announced Plans

or Programs

  

Maximum Number (or

Approximate Dollar

Value) of Shares (or

Units) that May Yet Be

Purchased Under the

Plans or Programs(1)

 
             
October 1, 2018 to October 31, 2018  778(1) (2) $14.51   300   9,072,553 
                 
November 1, 2018 to November 30, 2018  100,000(1)  13.67   100,000   8,972,553 
                 
December 1, 2018 to December 31, 2018  129,010(1) (2)  11.34   128,784   8,843,769 
Totals  229,788  $12.36   229,084   8,843,769 

(1)The Company has a stock buyback program initially adopted in 1998 and subsequently amended in 2013 and 2018 that authorizes the repurchase of up to 41,578,125 shares. On February 12, 2018, the Board of Directors increased the number of shares authorized for repurchase by 10,000,000 shares. There were 229,084 shares repurchased as part of this program during the fourth quarter of 2018. As of December 31, 2018, there are 8,843,769 shares available to be repurchased under the current authorization. Currently the program does not have a predetermined expiration date.
(2)Shares purchased by the Company in addition to those purchased as part of publicly announced plans or programs, represent shares repurchased in connection with taxes related to the vesting of certain restricted shares.

 

Performance Graph

 

The following graph shows a five-year comparison of the cumulative total stockholder return based on the performance of the stock of the Company, assuming dividend reinvestment, as compared with both a broad equity market index and an industry or peer group index. The indices included in the following graph are the Russell 1000 Index (“Russell 1000”), the Philadelphia Stock Exchange’s Oil Service Index (“OSX”), and a peer group which includes companies that are considered peers of the Company (the “Peer Group”). The Company has voluntarily chosen to provide both an industry and a peer group index.

 

The Company was a component of the Russell 1000 during 2015.2018. The Russell 1000 is a stock index representing large capitalization U.S. stocks with high historical growth in revenues and earnings. The components of the index had a weighted average market capitalization in 20152018 of $125$193 billion, and a median market capitalization of $7.7$9.9 billion. The Russell 1000 was chosen because it represents companies with comparable market capitalizations to the Company, and because the Company is a component of the index. The OSX is a stock index of 15 companies that provide oil drilling and production services, oilfield equipment, support services and geophysical/reservoir services. The Company is not a component of the OSX, but this index was chosen because it represents a large group of companies that provide the same or similar productsequipment and services as the Company. The companies included in the Peer Group are Weatherford International, Inc., BasicSuperior Energy Services, Inc., SuperiorPatterson-UTI Energy, Services, Inc., and Halliburton Company. The companies included in the Peer Group have been weighted according to each respective issuer's stock market capitalization at the beginning of each year.

 

 14 15 

 

 

 

 15 16 

 

 

Item 6. Selected Financial Data

 

The following table summarizes certain selected financial data of the Company. The historical information may not be indicative of the Company’s future results of operations. The information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and the notes thereto included elsewhere in this document.

 

STATEMENT OF OPERATIONS DATA:Statements of Operations Data:

 

Years Ended December 31, 2015  2014  2013  2012  2011  2018  2017  2016  2015  2014 
 (in thousands, except employee and per share amounts)  (in thousands, except employee and per share amounts) 
Revenues $1,263,840  $2,337,413  $1,861,489  $1,945,023  $1,809,807  $1,721,005  $1,595,227  $728,974  $1,263,840  $2,337,413 
Cost of revenues  986,144   1,493,082   1,178,412   1,105,886   992,704   1,183,048   1,050,809   607,888   986,144   1,493,082 
Selling, general and administrative expenses  156,579   197,117   183,139   174,397   151,480   168,151   159,194   150,690   156,579   197,117 
Depreciation and amortization  270,977   230,813   213,128   214,899   179,905   163,120   163,537  ��217,258   270,977   230,813 
Loss on disposition of assets, net  6,417   15,472   9,371   6,099   3,831 
Operating (loss) profit  (156,277)  400,929   277,439   443,742   481,887 
(Gain) loss on disposition of assets, net  (3,344)  (4,530)  (7,920)  6,417   15,472 
Operating profit (loss)  210,030   226,217   (238,942)  (156,277)  400,929 
Interest expense  (2,032)  (1,431)  (1,822)  (1,976)  (3,453)  (489)  (426)  (681)  (2,032)  (1,431)
Interest income  83   19   408   28   16   2,426   1,494   467   83   19 
Other income (expense), net  5,185   (131)  245   825   365   9,313   5,531   (204)  5,185   (131)
(Loss) income before income taxes  (153,041)  399,386   276,270   442,619   478,815 
Income tax (benefit) provision  (53,480)  154,193   109,375   168,183   182,434 
Net (loss) income $(99,561) $245,193  $166,895  $274,436  $296,381 
(Loss) earnings per share :                    
Income (loss) before income taxes  221,280   232,816   (239,360)  (153,041)  399,386 
Income tax provision (benefit)(1)  45,878   70,305   (98,114)  (53,480)  154,193 
Net income (loss)(1) $175,402  $162,511  $(141,246) $(99,561) $245,193 
Earnings (loss) per share :(1)                    
Basic $(0.47) $1.14  $0.77  $1.28  $1.36  $0.82  $0.75  $(0.66) $(0.47) $1.14 
Diluted $(0.47) $1.14  $0.77  $1.27  $1.35  $0.82  $0.75  $(0.66) $(0.47) $1.14 
Dividends paid per share $0.155  $0.420  $0.400  $0.520  $0.210  $0.47  $0.200  $0.050  $0.155  $0.420 
                                        
OTHER DATA:                    
Operating margin percent  (12.4)%  17.2%  14.9%  22.8%  26.6%
Other Data:           
Operating profit (loss) margin percent  12.2%  14.2%  (32.8)%  (12.4)%  17.2%
Net cash provided by operating activities $473,792  $322,757  $365,624  $559,933  $386,007  $389,009  $133,704  $101,704  $473,792  $322,757 
Net cash used for investing activities  (157,583)  (355,349)  (207,654)  (315,838)  (391,637)  (219,727)  (104,386)  (21,339)  (157,583)  (355,349)
Net cash (used for) provided by financing activities  (260,785)  33,664   (163,433)  (237,325)  3,988   (144,070)  (70,103)  (13,726)  (260,785)  33,664 
Capital expenditures $167,426  $371,502  $201,681  $328,936  $416,400  $242,610  $117,509  $33,938  $167,426  $371,502 
Employees at end of period  3,100   4,500   3,900   3,600   3,400   3,600   3,500   2,500   3,100   4,500 
                                        
BALANCE SHEET DATA AT END OF YEAR:                    
Balance Sheet Data at Year End:           
Accounts receivable, net $232,187  $634,730  $437,132  $387,530  $461,272  $323,533  $377,853  $169,166  $232,187  $634,730 
Working capital  384,744   612,616   436,873   403,316   447,089   475,701   494,775   377,589   384,744   612,616 
Property, plant and equipment, net  688,335   849,383   726,307   756,326   675,360   517,982   443,928   497,986   688,335   849,383 
Total assets  1,237,094   1,759,358   1,383,860   1,367,163   1,338,211   1,199,580   1,147,224   1,035,452   1,237,094   1,759,358 
Long-term debt  -   224,500   53,300   107,000   203,300               224,500 
Total stockholders’ equity $952,281  $1,078,382  $968,702  $899,232  $762,592  $950,419  $911,697  $806,799  $952,281  $1,078,382 

(1)The indicated data for 2017 includes the impact of a net discrete tax benefit of $19.3 million, or $0.09 per share, recorded as a result of the Tax Cuts and Jobs Act enacted during the fourth quarter of 2017.

 

 16 17 

 

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

The following discussion should be read in conjunction with “Selected Financial Data,”Data” and the Consolidated Financial Statements included elsewhere in this document. See also “Forward-Looking Statements” on page 2.

 

RPC, Inc. (“RPC”) provides a broad range of specialized oilfield services primarily to independent and major oilfield companies engaged in exploration, production and development of oil and gas properties throughout the United States, including the southwest, mid-continent, Gulf of Mexico, Rocky Mountain and Appalachian regions, and in selected international markets. The Company’s revenues and profits are generated by providing equipment and services to customers who operate oil and gas properties and invest capital to drill new wells and enhance production or perform maintenance on existing wells.

 

Our key business and financial strategies are:

 

-To focus our management resources on and invest our capital in equipment and geographic markets that we believe will earn high returns on capital.

 

-To maintain a flexible cost structure that can respond quickly to volatile industry conditions and business activity levels.

 

-To maintain an efficient, low-cost capital structure which includes an appropriate use of debt financing.

 

-To maintain highoptimize asset utilization which leads to increasedwith the goal of increasing revenues and generating leverage of direct and overhead costs, while also ensuring that increasedbalanced against increasingly high maintenance resulting from high utilization does not interfere withrequirements and low financial returns experienced during times of low customer performance requirements or jeopardize safety.pricing for our services.

 

-To deliver equipmentproduct and services to our customers safely.

 

-To secure adequate sources of supplies of certain high-demand raw materials used in our operations, both in order to conduct our operations and to enhance our competitive position.

 

-To maintain and selectively increase market share.

 

-To maximize stockholder return by optimizing the balance between cash invested in the Company's productive assets, the payment of dividends to stockholders, and the repurchase of our common stock on the open market.

 

-To align the interests of our management and stockholders.

 

In assessing the outcomes of these strategies and RPC’s financial condition and operating performance, management generally reviews periodic forecast data, monthly actual results, and other similar information. We also consider trends related to certain key financial data, including revenues, utilization of our equipment and personnel, maintenance and repair expenses, pricing for our services and equipment, profit margins, selling, general and administrative expenses, cash flows and the return on our invested capital. Additionally, we compare our trends to those of our peers. We continuously monitor factors that impact current and expected customer activity levels, such as the price of oil and natural gas, changes in pricing for our services and equipment and utilization of our equipment and personnel. Our financial results are affected by geopolitical factors such as political instability in the petroleum-producing regions of the world, overall economic conditions and weather in the United States, the prices of oil and natural gas, and our customers’ drilling and production activities.

 

18

Current industry conditions are characterized by oil prices which have declined rapidlyfallen from more than $100a cyclical peak of $75 per barrel in the thirdfourth quarter of 20142018 to approximately $30$54 per barrel early in the first quarter of 2016, a level not observed since2019. In spite of this significant decrease in the fourth quarterprice of 2008. As a result,oil, the U.S. domestic rig count has declined, and early inwell completion counts have not fallen significantly during the fourth quarter of 2018 and into the first quarter of 2016 had declined by approximately 73 percent since2019. However, many of our customers indicate that they are curtailing or delaying their drilling and completion plans early in 2019, and we believe that this will have a negative impact on RPC’s revenues and earnings during the third quarter of 2014. The catalystsnear term. One catalyst for the recent steep declinedecrease in the price of oil includerelates to global supply and demand for the industry estimates that globalcommodity. Early in 2019, a potential slowdown in economic growth is perceived to be a catalyst for lower oil supplies are higher than demand, the forecasted declineprices, a factor which is exacerbated by continued growth in oil demand growth rates, and the strength of the U.S. dollar on global currency markets. The declineproduction, particularly in both the price of oil and our customers’ drilling and completion activities began during the third quarter of 2014 and accelerated following an announcement by OPEC during the fourth quarter of 2014 that the oil cartel would not limit its production in response to falling prices and excess supply. We anticipate that the U.S. domestic rig count will continue to decline until world oil prices increase due to a combination of increased global demand, declining production, or an increase in political instability in the world’s oil-producing regions outside of the United States. RPC believes that the most predictable catalyst for an increase in world oil prices is declining production in the United States. We believe thisStates has also become an increasingly important determinant of global oil prices, because the United States grew to be the world’s largest producer of oil during the second quarter of 2015, and the increase in2016. Following its recent peak, U.S. oil production was duefell by 25 percent as of the third quarter of 2017. Since that time, however, improving drilling and completion activity have caused U.S. domestic oil production to the growthrise, and as of oil-directed drilling in shale formations. These wells produce a large amount of oil immediately following their completion, but typically experience large production declines within two years. Therefore, the declining production of these wells, and the rapid decline in drilling of new wells of this type beginning in 2015 are the most likely initial catalystsrecent monthly reported statistics, current U.S. oil production has increased to a level that is 42 percent higher than the cyclical low production recorded during the third quarter of 2016. During the fourth quarter of 2018, U.S. oil production rose to its highest level on record. We believe that record U.S. oil production is a catalyst for improving industry conditions.lower oil prices during the near term. Customer activities directed towards natural gas drilling and production have been weak for several years, with the U.S. domestic natural gas rig count during the first quarter of 20162017 falling to the lowest level ever recorded. The U.S. domestic natural gas rig count has increased from this historic low but is still low by historical standards. We believe that customer activities directed towards drilling for natural gas havehas been weak because of the high production of shale-directed natural gas wells, the high amount of natural gas production associated with oil-directed shale wells in the U.S. domestic market, and relatively constant consumption of natural gas in the United States, andStates. We believe that these factors will continue to depress natural gas-directed drilling during the fact that natural gas has not historically been exported fromnear term. From a low of $1.72 per Mcf during the United States to other markets in which demand and prices are higher. The price of natural gas continued its decline during 2015 and the firstsecond quarter of 2016. Early in the first quarter of 2016,2017, the price of natural gas had fallenrisen to approximately $2.00$2.65 per Mcf its lowest level sinceearly in the secondfirst quarter of 1998.

17 

RPC monitors the number of horizontal and directional wells drilled in the U.S. domestic market, because this type of well is more service-intensive than a vertical oil or gas well, thus requiring more of the Company’s services provided for a longer period of time. During 2015, the average number of horizontal and directional wells drilled in the United States decreased by approximately 43 percent, and was 86 percent of total wells drilled during the year. During the first part of 2016, the percentage of horizontal and directional wells drilled as a percentage of total wells rose to approximately 88 percent. While the increase in horizontal and directional drilling as a percentage of total drilling is favorable, the absolute declines in drilling directed towards all types of wells makes this trend significantly less meaningful. We also monitor the U.S. domestic well count, which is a measure of wells drilled by the existing drilling rig fleet.2019. We believe that the well count is an important measureprice of our potential activity levels because it reflects changes in rig efficiencies. During 2015, the total U.S. domestic well count decreased by approximately 50 percent. In the markets in which RPC has operational locations, the well count decreased by approximately 47 percent. Pricing for our services declined significantly during 2015, as drilling and completion activities declined, creating a significant oversupply of service capacity. This impact was partially offset by greater service intensity within many of the services provided by RPC’s pressure pumping and downhole motors and tools service lines, among others. During previous years, a number ofnatural gas remains too low to encourage our customers entered into contractual relationships with us to provide services to support their completion programs. All of these arrangements expired during 2014. We did not enter into any new contractual arrangements during 2015, nor do we expect to enter into any such contractual arrangements in 2016.conduct exploration and production activities directed exclusively towards natural gas.

 

In 2018, the Company’s strategy of utilizing equipment in unconventional basins has continued. During 2015 the Company decreased our purchases of2018, we made capital expenditures totaling $242.6 million primarily for new revenue-producing equipment and temporarily suspended the quarterly dividend to common stockholders. Cash flows from operating activities as well as borrowings undercapitalized maintenance of our revolving credit facility have been sufficient to fund the Company’s lower capital expenditures which decreased to $167.4 million in 2015 compared to $371.5 million in 2014. The Company has a syndicated revolving credit facility in order to maintain sufficient liquidity to fund its capital expenditure and other funding requirements.existing equipment.

 

Revenues during 20152018 totaled $1.3$1.7 billion, a decreasean increase of 45.97.9 percent compared to 2014 due2017 primarily to loweras a result of higher activity levels and improved pricing for our services.certain service lines. Cost of revenues decreased $506.9increased $132.2 million in 20152018 compared to the prior year due to lowerhigher employment costs, resulting from lowermaintenance and repairs expenses and other costs, all of which were driven by higher activity levels, reduced personnel headcount and incentive compensation, and price reductions from suppliers, partially offset by the impact of increasing service intensity.levels. As a percentage of revenue,revenues, cost of revenues increased due to competitive pricing for our services and inefficiencies resulting from lower activity levels. 68.7 percent in 2018 compared to 65.9 percent in 2017.

Selling, general and administrative expenses as a percentage of revenues increaseddecreased slightly to 12.49.8 percent of revenues in 20152018 compared to 8.410.0 percent in 2017 due to the leverage of higher revenues in 2014.over primarily fixed expenses.

 

(Loss) incomeIncome before income taxes decreasedwas $221.3 million for 2018 compared to a loss of $153.0$232.8 million in 2015 compared to2017. Net income of $399.4for 2018 was $175.4 million, in the prior year. Diluted (loss)or $0.82 earnings per share were $(0.47) in 2015 compared to $1.14$162.5 million, or $0.75 earnings per share in 2017. Net income in 2018 and 2017 reflect the prior year.lower income rates as a result of the Tax Cuts and Jobs Act. Additionally, net income in 2017 includes a discrete tax benefit of $19.3 million, or $0.09 per share, related to the implementation of the Tax Cuts and Jobs Act enacted in 2017.

 

Cash flows from operating activities increased to $473.8$389.0 million in 20152018 compared to $322.8$133.7 million in 20142017 primarily due to reductionshigher earnings coupled with favorable changes in working capital requirements coupled with lower earnings.capital. As of December 31, 2015,2018, there were no outstanding borrowings under our credit facility, a decrease from $224.5 million at December 31, 2014.facility.

 

Outlook

 

Drilling activity in the U.S. domestic oilfields, as measured by the rotary drilling rig count, reached a recent cyclical peak of 1,931 during the third quarter of 2014. Between the third quarter of 2014 and early in the firstsecond quarter of 2016, the drilling rig count has fallenfell by approximately 7379 percent. During the second quarter of 2016, the U.S. domestic drilling rig count reached the lowest level ever recorded. The principal catalyst for this steep rig count decline iswas the declinedecrease in the price of oil in the world markets, which began in the second quarter of 2014. The price of oil began to fall at thisthat time due to the perceived oversupply of oil, weak global demand growth, and the strength of the U.S. dollar on world currency markets. The price of oil fell by approximately 73 percent from its peak duringDuring the second quarter of 2014 until early in2016, the first quarterprice of 2016. Early in the first quarter of 2016, most industry analysts believe thatoil and the U.S. domestic rig count began to increase, and increased steadily throughout the remainder of 2016, throughout 2017 and 2018. Early in 2019, the U.S. domestic rig count had fallen by approximately three percent compared with the end of 2018. RPC monitors rig count efficiencies and well completion trends because the majority of our services are directed toward well completions. Improvements in drilling rig efficiencies have increased the number of potential well completions for a given drilling rig count; therefore, the statistics regarding well completions are more meaningful indicators of the outlook for RPC’s activity levels and revenues. Annual well completions in the U.S. domestic market fell from 21,355 in 2014 to 8,060 in 2016. Annual well completions increased by approximately 40 percent to 11,277 in 2017, and by approximately 31 percent to 14,756 during 2018. RPC believes that U.S. oilfield well completion activity will decrease furtherremain at its current level or decline during the first two quarters of 2016 before stabilizing in the last two quarters of the year.near term.

19

 

The current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity. As ofDuring the first quartertwo quarters of 2016, the priceprices of oil has fallen toand natural gas remained at low levels that discouragediscouraged our customers from undertaking most of their potential exploration and production activities. The prices of oil and natural gas increased during the third and fourth quarters of 2016, throughout 2017 and continued during the first three quarters of 2018. The price of natural gas also fellcontinued to rise during 2015. Althoughthe fourth quarter of 2018 and into the first quarter of 2019, due to low natural gas storage levels, cold weather and increasing demand for natural gas exports. In spite of the recent increase in the price of natural gas, we do not believe that it has stabilizedrisen to a level that encourages our customers to increase their natural gas directed drilling and production activities. By contrast, the price of oil began to fall significantly during the firstfourth quarter of 2016, it remains2018, and at levels that discourage exploration and production activities directed towards natural gas.the end of the quarter, was approximately 38 percent lower than at the end of the third quarter of 2018. Early in the first quarter of 20162019, the natural gas-directed rig count fell to its lowest level duringprice of oil had risen by approximately 19 percent when compared with the time that this statistic has been recorded.end of the fourth quarter of 2018. The average price of natural gas liquids during 2015 declinedin 2018 increased by approximately 5614.7 percent compared to the prioraverage price for the full year and by an additional approximately 25 percent2017. The price of oil early in the first quarter of 2016 compared to the average price in 2015. These trends have2019 carries negative implications for ourRPC’s near-term activity levels. The low price of oil should continue to have a negative impact on our customers’ activity levels and our financial results, since the majority of the U.S. domestic drilling rig count is directed towards oil. It is likely that these low commodity prices will continue to depress our financial results during the near term.

18 

 

The majority of the U.S. domestic rig count remains directed towards oil. At the endbeginning of 2015,the first quarter of 2019, approximately 7781 percent of the U.S. domestic rig count was directed towards oil, a decrease compared to approximately 82 percent atconsistent with the end of 2014.prior year. We believe that oil-directed drilling will remain the majority of domestic drilling, and that natural gas-directed drilling will remain a low percentage of U.S. domestic drilling in the near term. We believe that this relationship will continue due to relatively low prices for natural gas, high production from existing natural gas wells, and industry projections of limited increases in domestic natural gas demand during the near term. During the first quarter of 2016, the rig count continued to decline, and approached the historic low for U.S. domestic drilling activity set in the second quarter of 1999.

 

We continue to monitor the market for our services and the competitive environment in 2016. We are cautious about the market for our services because of the decline in theenvironment. The U.S. domestic rig count andhas increased sharply since the priceshistorical low recorded during the second quarter of oil and natural gas during 2016, and the highly competitive nature of pricing for our servicesthough there are indications early in the current environment. The current low prices of oil and natural gas discourage us from believing2019 that the U.S. domestic rig count will recoverdecline during the near term. Over the long term, we believe that the steep decline in oil-directed drilling in the U.S. domestic market will reduce U.S. domestic oil production and serve as a catalyst for oil prices to increase. This belief is due to theThe fact that oil-directed wells drilled in shale resource plays typically exhibit high initial production soon after being completed followed by a decline in production in later years. We note that both U.S. domestic oil and natural gas production peaked in the third quarter of 2015, and have declined through the first quarter of 2016. We are also encouraged by the fact that the drilling and completion activities that took place during 2015 and continue in 2016 areto be highly service-intensive and require a large amount of equipment and raw materials.materials carries favorable implications for our activity levels. Furthermore, we note that a large number ofsome wells in the U.S. domestic market have been drilled but not completed. These uncompletedAt the end of 2018, the number of wells representin this category had increased by approximately 15 percent since the beginning of the year. We believe that operators will complete many of these wells in the near term, and that they may provide potential revenue for RPC’s completion-directed service lines, which compriseservices. During 2018, we noted that oilfield completion crews and equipment were providing services with increasing efficiency, and we believe that this higher efficiency has caused the majority of RPC’s revenues. Finally, we are encouraged by our beliefmarket for several oilfield completion services, including pressure pumping, to become oversupplied. We believe that our competitors are not increasing the size of their revenue-producing fleets of equipment during this period, and furthermore, that somedevelopment carries negative consequences for pricing of our competitors are not maintaining theirservices, utilization of our equipment to a level that allows them to provide services to their customers. Duringand our financial results during the first three quarters of 2015, we responded to the significant declines in industry activitynear term.

Activity levels and pricing for ouroilfield services by reducing costs by seeking price concessions from our suppliers. In addition, wereached a level during 2018 that allowed the industry to maintain its equipment and encouraged oilfield service providers to expand their fleets of revenue-producing equipment and hire additional personnel. The prospect of improved financial returns also provided access to the capital markets and allowed previously insolvent service companies to resume operations and add equipment. As a result, competition increased during 2018. Increased competition and improved service efficiency, coupled with the significant decline in oil prices during the fourth quarter of 2018, have reduced employee headcount, closed selected operational locations and revised our variable compensation programs.

As we monitor the competitive environment during 2016, we note that many of our smaller competitors have high levels of debt, higher cost structures, and less-developed logistical capabilities than RPC. These characteristics have forced these competitors to cease operations because currentbecome catalysts for lower pricing and activity levels do not allow them to generate enough cash to service their debt and fund their working capital and capital expenditure requirements. During 2015 several smaller competitors ceased operations and initiated the process of selling their equipment, and this trend has accelerated early in the first quarter of 2016. These observations encourage us to believe that our markets will eventually become less competitive. In the fourth quarter of 2015 we initiated a process whereby we more closely scrutinize the maintenance status of our currently idled revenue-producing assets. Through this process, we are attempting to ensure that our idle equipment is prepared to return to service as soon as market conditions encourage us to do so. We believe that this process will provide an advantage to RPC, in contrast to many competitors who do not have the liquidity to maintain their fleets, and thus will not be able to return their assets to service in a timely manner when market conditions improve. In this environment RPC also monitors the financial stability of our customers, due to the fact that many of them have also financed their operations with a large amount of debt, and this type of financing is less available in 2016 than in previous years.2019. RPC expanded its pressure pumping fleet during 2014 and the first two quarterssize of 2015, but we do not plan additional increases in ourits fleet of revenue-producing equipment modestly during 2016.2018 and has placed orders for a small amount of new equipment to be delivered in 2019. The equipment we placed in service in 2018 and the new equipment we have ordered in 2019 is more powerful and efficient than earlier generations of oilfield service equipment, and we believe that it will produce acceptable financial returns when placed in service. Our consistent response to the industry'snear-term potential uncertaintyof lower activity levels and pricing is to maintain sufficient liquidity and a conservative capital structure and monitor our discretionary spending. Although we have used our bank credit facility to finance our current expansion, weundertake moderate fleet expansions which will continueallow us to maintain a conservative financialstrong balance sheet, even if near-term pricing and capital structureactivity levels generated by industry standards.such new equipment are modest.

The negative implications for RPC’s near-term activity levels from low oil prices and increased competition are partially offset by improved availability and lower cost for some of the critical raw materials used in providing RPC’s services. In addition, lower activity levels reduce the cost, and increase the availability of, skilled labor. These factors may reduce the cost of providing RPC’s services and reduce logistical constraints.

 

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Results of Operations

 

Years Ended December 31, 2015  2014  2013  2018  2017  2016 
(in thousands except per share amounts and industry data)              
       
Consolidated revenues $1,263,840  $2,337,413  $1,861,489  $1,721,005  $1,595,227  $728,974 
Revenues by business segment:                        
Technical $1,175,293  $2,180,457  $1,729,732  $1,647,213  $1,538,351  $679,654 
Support  88,547   156,956   131,757   73,792   56,876   49,320 
                        
Consolidated operating (loss) profit $(156,277) $400,929  $277,439 
Operating (loss) profit by business segment:            
Consolidated operating profit (loss) $210,030  $226,217  $(238,942)
Operating profit (loss) by business segment:            
Technical $(132,982) $390,004  $276,246  $216,703  $251,476  $(203,804)
Support  (2,363)  42,510   26,223   4,612   (12,228)  (26,021)
Corporate expenses  (14,515)  (16,113)  (15,659)  (14,629)  (17,561)  (17,037)
Loss on disposition of assets, net  (6,417)  (15,472)  (9,371)
Gain on disposition of assets, net  3,344   4,530   7,920 
                        
Net (loss) income $(99,561) $245,193  $166,895 
(Loss) earnings per share — diluted $(0.47) $1.14  $0.77 
Net income (loss) (1) $175,402  $162,511  $(141,246)
Earnings (loss) per share — diluted (1) $0.82  $0.75  $(0.66)
Percentage of cost of revenues to revenues  78%  64%  63%  69%  66%  83%
Percentage of selling, general and administrative expenses to revenues  12%  8%  10%  10%  10%  21%
Percentage of depreciation and amortization expenses to revenues  21%  10%  11%  10%  10%  30%
Effective income tax rate  34.9%  38.6%  39.6%
Effective income tax rate (1)  20.7%  30.2%  41.0%
Average U.S. domestic rig count  982   1,862   1,762   1,032   877   509 
Average natural gas price (per thousand cubic feet (mcf)) $2.58  $4.25  $3.71  $3.18  $2.99  $2.52 
Average oil price (per barrel) $48.77  $93.25  $98.06  $65.02  $50.84  $43.49 

(1)The indicated data for 2017 includes the impact of a net discrete tax benefit of $19.3 million, or $0.09 per share, recorded as a result of the Tax Cuts and Jobs Act enacted during the fourth quarter of 2017.

 

Year Ended December 31, 20152018 Compared Toto Year Ended December 31, 20142017

 

Revenues.Revenues in 2015 decreased $1.1 billion2018 increased $125.8 million or 45.97.9 percent compared to 2014.2017. The Technical Services segment revenues for 2015 decreased 46.1in 2018 increased $108.9 million or 7.1 percent compared to the prior yearyear. The increase is due primarily to lowerhigher activity levels and improved pricing in a few of our services lines as compared to the prior year, partially offset by increasing service intensity in our pressure pumping service line, which is the largest service line within this segment.year. The Support Services segment revenues for 2015 decreased 43.6in 2018 increased $16.9 million or 29.7 percent compared to 20142017 due principallyprimarily to lower pricing andimproved activity levels and pricing in the rental tool service line, which is the largest service line within this segment. BothTechnical Services reported an operating profit of $216.7 million during 2018 compared to $251.5 million in the Technical andprior year, while Support Services reported an operating losses dueincome of $4.6 million in 2018 compared to lower revenues, partially offset by cost control efforts undertaken throughoutan operating loss of $12.2 million in the Company.prior year. The average price of oil decreased 47.7increased 27.9 percent while the average price of natural gas decreased 39.3increased 6.4 percent during 20152018 compared to the prior year. The average domestic rig count during 20152018 was 47.317.7 percent lowerhigher than 2014. We believe that our activity levels are affected primarily by the price of oil, since oil-directed activity has become the majority of total U.S. drilling activity. The prices of natural gas and natural gas liquids also impact our activity levels because of the service-intensive nature of this type of drilling and completion. We also believe that the total number of directional and horizontal wells more directly affect our activity levels, regardless of whether the wells are directed towards oil or natural gas. This belief is based on the fact that directional and horizontal wells require more of the services within our technical services segment.2017. International revenues, which decreasedincreased from $88.2$55.9 million in 20142017 to $72.1$90.4 million in 2015,2018, were as a percentagefive percent of consolidated revenues six percent in 2015 and2018 compared to four percent of consolidated revenues in 2014.2017. International revenues decreasedincreased primarily due to lowerhigher customer activity levels in Canada, Australia, BoliviaArgentina and to a lesser extent, Mexico and Pakistan in 20152018, partially offset by increasedlower activity in ArgentinaGabon compared to the prior year. Our international revenues are impacted by the timing of project initiation and their ultimate duration.

 

Cost of revenues.Cost of revenues in 20152018 was $1.0$1.2 billion compared to $1.5$1.1 billion in 2014, a decrease2017, an increase of $506.9$132.2 million or 34.0 percent. The decrease in these costs was12.6 percent due to lowerhigher employment costs, resulting from lowermaintenance and repair expenses and other costs, all of which were driven by higher activity levels, reduced personnel headcount and incentive compensation, and price reductions from suppliers, partially offset by the impact of increasing service intensity. Also during 2015, replacement parts totaling approximately $41.9 million were charged to cost of revenues rather than capitalized as a result of a change in accounting estimate.levels. As a percentage of revenues, cost of revenues increased to 68.7 percent in 20152018 compared to 2014 due to competitive pricing for our services and inefficiencies resulting from lower activity levels.65.9 percent in 2017.

 

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Selling, general and administrative expenses.Selling, general and administrative expensesdecreased 20.6 percent to $156.6 million in 2015 compared to $197.1 million in 2014.  This decrease was due to lower total employment costs and other cost reduction efforts as well as decreases in expenses which vary with activity and profitability.  As a percentage of revenues, selling, general and administrative expenses increased 5.6 percent to 12.4 percent$168.2 million in 20152018 compared to 8.4$159.2 million in 2017. These expenses increased due to higher salaries and wages expense consistent with higher activity levels as well as an increase in information technology costs. Selling, general and administrative expenses as a percentage of revenues decreased slightly to 9.8 percent of revenues in 20142018 compared to 10.0 percent of revenues in 2017 due to the relativelyleverage of higher revenues over primarily fixed nature of some of these costs during the short term.expenses.

Depreciation and amortization.Depreciation and amortization were $271.0$163.1 million in 2015, an increase2018, a decrease of $40.2$0.4 million, compared to $230.8$163.5 million in 20142017 due to assets placedlower capital expenditures in service during late 2014 and the first six months of 2015.prior year. As a percentage of revenues, depreciation and amortization increased to 21.4 percentdecreased in 20152018 compared to 9.9 percent in 2014.2017 primarily due to higher revenues.

LossGain on disposition of assets, net.LossGain on disposition of assets, net was $6.4$3.3 million in 20152018 compared to $15.5$4.5 million in 2014.2017. The lossdecrease is due to the sale of operating equipment related to its oilfield pipe inspection service line during the second quarter of 2017 that did not recur in the current period. The gain on disposition of assets, net is generally comprised of gains or losses related to various property and equipment dispositions or sales to customers of lost or damaged rental equipment. The decrease in losses compared to the prior year resulted from a change in accounting estimate beginning in 2015 whereby the cost of replacing certain pressure pumping unit components was recorded as cost of revenues upon installation rather than being capitalized. During 2014, the remaining net book value of these components damaged beyond repair was recorded as a loss on disposition.

 

Other income (expense),net.Other income, net was $5.2$9.3 million in 20152018 compared to other expense, net of $131 thousand$5.5 million in 2014. Proceeds from2017. Other income recorded in 2018 includes property insurance proceeds totaling $9.6 million. Income recorded in 2017 included a legalfavorable settlement totaling $6.3of $2.0 million was recorded during 2015.associated with the resolution of a sales tax matter, as well as a property insurance proceeds of $1.9 million.

Interest expense and interest income.Interest expense was $2.0increased to $0.5 million in 20152018 compared to $1.4$0.4 million in 2014.2017. Interest expense in 2015 included2018 and 2017 principally consists of fees on the accelerated amortizationunused portion of loan fees totaling $0.6 million associated with RPC’s voluntary reduction of the borrowing capacity under its syndicated credit facility from $350 million to $125 million. This cost was partially offset by lower interest expense due to a lower average debt balance on our revolving credit facility. Interest income increased to $83$2.4 million in 2018 compared to $1.5 thousand in 2015 compared2017 due to $19 thousand in 2014.higher investable cash balances.

 

Income tax provision (benefit) provision.The income tax benefitprovision was $53.5$45.9 million in 20152018 compared to an$70.3 million in 2017. The effective tax rate was 20.7 percent in 2018 compared to 30.2 percent in 2017. The decrease in the income tax provision of $154.2 million in 2014. The benefit in 2015 resulted from the pretax loss. The effective rate was 34.9 percent in 2015 compared to 38.6 percent in 2014;for 2018 primarily reflects the decrease is due primarilyin Federal income tax rates from 35 percent to state tax calculations based on revenues.21 percent as enacted by the 2017 Tax Cuts and Jobs Act.

Net (loss) income and diluted (loss) earnings per share. Net lossincome was $99.6$175.4 million in 2015,2018, or $(0.47)$0.82 earnings per diluted share, compared to net income of $245.2$162.5 million in 2017, or $1.14$0.75 earnings per diluted shareshare. This improvement in 2014. This decreaseearnings per share was due to lower profitabilityhigher net income as average shares outstanding was essentially unchanged.

 

Year Ended December 31, 20142017 Compared Toto Year Ended December 31, 20132016

 

Revenues.Revenues in 20142017 increased $475.9$866.3 million or 25.6118.8 percent compared to 2013.2016. The Technical Services segment revenues for 2014in 2017 increased 26.1$858.7 million or 126.3 percent compared to the prior yearyear. The increase was due primarily to increasedimproved pricing, higher service intensity in the service lines within this segmentand activity levels and a larger active fleet of revenue-producing equipment as compared to prior year, particularly within our pressure pumping equipment.service. The Support Services segment revenues for 2014in 2017 increased 19.1$7.6 million or 15.3 percent compared to 20132016 due principallyprimarily to an improved job mix and higher activity levels and pricing in the rental tool service line, which is the largest service line within this segment, as well as higher activity levelssegment. Technical Services reported an operating profit during 2017 compared to an operating loss in the other service lines which comprise this segment. Operating profit in both the Technical andprior year, while Support Services segments increased duereported a smaller operating loss in 2017 compared to higher revenues and greater utilization of personnel and equipment.

the prior year. The average price of oil decreased 4.9increased 16.9 percent while the average price of natural gas increased 14.618.8 percent during 20142017 compared to the prior year. The average domestic rig count during 20142017 was 5.772.2 percent higher than 2013.2016. International revenues, which increased from $65.9$51.2 million in 20132016 to $88.2$55.8 million in 2014,2017, were as a percentagethree percent of consolidated revenues fourin 2017 compared to seven percent of consolidated revenues in 2014 and 2013.2016. International revenues in 2014 increased primarily due primarily to higher customer activity levels in Australia, GabonCanada and SingaporeArgentina in 20142017, partially offset by decreasedlower activity in Mexico, CongoGabon and Tunisia,Bolivia compared to the prior year. Our international revenues are impacted by the timing of project initiation and their ultimate duration.

 

Cost of revenues.Cost of revenues in 20142017 was $1.5$1.1 billion compared to $1.2 billion$607.9 million in 2013,2016, an increase of $314.7$442.9 million or 26.7 percent. The increase in these costs was72.9 percent due to the variable nature of these expenses especiallyhigher materials and supplies expenses, and employment costs, associated withmaintenance and repairs expenses and fuel costs, all of which were driven by higher activity levels. CostAs a percentage of revenues, as a percentcost of revenues increased slightly in 2014 compareddecreased due to 2013 due primarily to competitiveleverage of higher revenues over direct employment costs and improved pricing for our services.

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Selling, general and administrative expenses.Selling, general and administrative expensesincreased 7.6expenses increased 5.6 percent to $197.1$159.2 million in 20142017 compared to $183.1$150.7 million in 2013. This increase was2016. These expenses increased due to higher compensation costs, primarily to increases in total employment costs partially offset by a decrease in bad debt expense.  Asincentive compensation, as well as other expenses consistent with higher activity levels and improved profitability. Selling, general and administrative expenses as a percentage of revenues selling, general and administrative expenses decreased to 8.410.0 percent of revenues in 20142017 compared to 9.820.7 percent of revenues in 20132016 due to costthe leverage achieved withof higher revenues.revenues over primarily fixed expenses.

Depreciation and amortization.Depreciation and amortization were $230.8$163.5 million in 2014, an increase2017, a decrease of $17.7$53.7 million, compared to $213.1$217.3 million in 2013.2016 due to lower capital expenditures in the prior year. As a percentage of revenues, depreciation and amortization decreased to 9.9 percent in 20142017 compared to 11.4 percent in 2013.2016 primarily due to higher revenues.

LossGain on disposition of assets, net.LossGain on disposition of assets, net was $15.5$4.5 million in 20142017 compared to $9.4$7.9 million in 2013.2016. RPC recorded a gain on disposition of assets of $4.0 million during the fourth quarter of 2016 resulting from the sale of operating equipment related to its oilfield pipe inspection service. The lossremaining gain on disposition of assets, net includesin 2016 and 2017 is comprised of gains or losses related to various property and equipment dispositions including certain equipment components experiencing increased wear and tear which requires early dispositions or sales to customers of lost or damaged rental equipment.

 

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Other income (expense),net.Other (expense),income, net was $131 thousand$5.5 million in 20142017 compared to other income,expense, net of $245$204 thousand in 2013.2016. Income recorded in 2017 includes a favorable settlement of $2.0 million associated with the resolution of a sales tax matter, as well as a property insurance recovery of $1.9 million.

Interest expense and interest income.Interest expense was $1.4decreased to $0.4 million in 20142017 compared to $1.8$0.7 million in 2013. The decrease2016. Interest expense in 2014 is due to lower interest rates net2017 and 2016 principally consists of interest capitalizedfees on equipment and facilities under construction partially offset by a higher average debt balance on our revolvingthe unused portion of the credit facility. Interest income decreasedincreased to $19$1.5 million in 2017 compared to $467 thousand in 2014 compared2016 due to $408 thousand in 2013.higher investable cash balances.

 

Income tax provision.provision (benefit). The income tax provision was $154.2$70.3 million in 20142017 compared to $109.4an income tax benefit of $98.1 million in 2013. This increase was due to higher income before taxes partially offset by a decrease in the2016. The effective tax rate to 38.6was 30.2 percent in 20142017 compared to 39.641.0 percent in 2013.2016. The income tax provision for 2017 includes a discrete benefit of $19.3 million, due to the implementation of the recently enacted “Tax Cuts and Jobs Act.” The income tax benefit in 2016 includes a discrete tax benefit of $15.7 million recorded in connection with the favorable resolution of an open income tax matter. 

Net income (loss) and diluted earnings (loss) per share. Net income was $245.2$162.5 million in 2014,2017, or $1.14$0.75 earnings per diluted share, compared to a net incomeloss of $166.9$141.2 million in 2016, or $0.77$0.66 loss per diluted shareshare. This improvement in 2013. This increaseearnings per share was due to higher profitability as average shares outstanding was essentially unchanged.

 

Liquidity and Capital Resources

Cash and Cash Flows

 

The Company’s cash and cash equivalents were $65.2$116.3 million as of December 31, 2015, $9.82018, $91.1 million as of December 31, 20142017 and $8.7$131.8 million as of December 31, 2013.2016.

The following table sets forth the historical cash flows for the years ended December 31:

 

 (in thousands)  (in thousands) 
 2015  2014  2013  2018  2017  2016 
Net cash provided by operating activities $473,792  $322,757  $365,624  $389,009  $133,704  $101,704 
Net cash used for investing activities  (157,583)  (355,349)  (207,654)  (219,727)  (104,386)  (21,339)
Net cash (used for) provided by financing activities  (260,785)  33,664   (163,433)
Net cash used for financing activities  (144,070)  (70,103)  (13,726)

 

2015

2018

 

Cash provided by operating activities in 2018 increased $151.0by $255.3 million in 2015 compared to the prior yearyear. This increase is due primarily to an increase in net income of $12.9 million, net favorable changes in working capital of $196.7 million and the deferred income tax provision of $64.0 million partially offset by gains due to an insurance recovery and a benefit plan financing arrangement. The net favorable change in working capital of $506.8 million partially offset by a decrease in net income (loss) of $344.8 million, an increase in depreciation and amortization of $41.3 million, and an unfavorable change in deferred taxes of $45.4 million due to a decrease in tax benefits resulting from lower capital expenditures.

The favorable change in working capital wasis primarily due to favorable changes of $599.8$262.6 million in accounts receivable due to lower activity levels and $56.4revenues in the third and fourth quarters 2018, $4.3 million in inventory as a result of lower business activity levelsaccrued expenses and $6.1 million in 2015 compared to the prior year. Also, there was a favorable change in income taxes receivable/payable of $3.9 million due to the timing of payments.prepaid expenses/ other current assets. These favorable changes were partially offset by unfavorable working capital changes of $9.3 million in net income taxes receivable/ payable, $9.4 million in inventories, $36.9 million in accounts payable, of $98.9$11.1 million in accrued state and local taxes and $9.2 million in accrued payroll of $46.4 million and accrued state, local and other taxes of $5.8 million due to lower business activity levels coupled with the timing of payments.related expenses.

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Cash used for investing activities in 2015 decreased2018 increased by $197.8$115.3 million, compared to 2014,2017, primarily as a resultbecause of lowerhigher capital expenditures in response to weaker industry conditions.partially offset by property insurance proceeds.

 

Cash provided byused for financing activities in 20152018 increased by $294.4$74.0 million primarily as a result of primarily as a result of increased cash dividends to common stockholders coupled with the higher net loan payments funded primarily bycost of repurchases of the favorable changes in working capital, partially offset by lowerCompany’s shares on the open market share repurchases and common stock dividends during 2015 comparedfor taxes related to the prior year. The Company reduced and then suspended its common stock dividend during 2015.vesting of restricted shares.

 

2014

2017

 

Cash provided by operating activities decreased $42.9in 2017 increased by $32.0 million in 2014 compared to the prior yearyear. This increase is due primarily to an unfavorable change in working capital of $173.0 million partially offset by an increase in net income of $78.3$303.8 million, and an increase in other long-term liabilities of $15.6 million primarily related to the favorable resolution of an income tax matter in 2016. These changes were partially offset by net unfavorable changes in working capital of $234.7 million coupled with a decrease in depreciation and amortization expenses of $18.1 million, and a favorable change in deferred taxes of $25.4 million due to tax benefits resulting from higher capital expenditures.

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$54.5 million. The net unfavorable change in working capital was primarily due to unfavorable changes of $148.1$273.4 million in accounts receivable and $26.6 million in inventories due to higher business activity levels, in 2014 compared to prior year, $43.8$5.7 million in inventories due to an increase in materialsprepaid expenses and supplies that require longer lead times, and $3.4 million in other current assets, due to lower deposits for raw materials. Also, there was an unfavorable net change of $13.4and $10.4 million in net current income taxes receivable/payableaccrued expenses due to the timing of payments. Theseservices performed. This unfavorable changes werechange was partially offset by favorable changes in working capital of $35.4 million in accounts payable, of $22.4$23.3 million in income taxes receivable/ payable, net and $15.9 million in accrued payroll of $8.6 million and accrued state, local and other taxes of $4.1 million due torelated expenses consistent with higher business activity levels coupled with the timing of payments.payments and receipts of tax refunds.

 

Cash used for investing activities in 20142017 increased by $147.7$83.0 million, compared to 2013,2016, primarily as a resultbecause of higher capital expenditures primarily directedin response to expand or maintain our revenue-producing equipment.improved industry conditions.

 

Cash provided byused for financing activities in 20142017 increased by $197.1$56.4 million primarily as a result of higher net loan borrowings coupledcash dividends to common stockholders consistent with lowerimproved financial results, and increased repurchases of the Company’s common stock on the open market share repurchases, partially offset by a 5 percent increase in the per share common stock dividend declared during 2014 comparedand for taxes related to the prior year.vesting of certain restricted shares.

Financial Condition and Liquidity

The Company’s financial condition as of December 31, 2015,2018 remains strong. We believe the liquidity provided by our existing cash and cash equivalents and our overall strong capitalization which includes a revolving credit facility and cash expected to be generated from operations will provide sufficient capitalliquidity to meet our requirements for at least the next twelve months. On January 17, 2014, theThe Company amended the $350currently has a $125 million revolving credit facility which extended the maturity of the loan to January 2019. On November 3, 2015, RPC reduced the revolving credit facility by $225 million to $125 million.that matures in July 2023. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. On July 26, 2018, the Company amended the revolving credit facility to, among other matters, (1) replace the existing minimum tangible net worth covenant, as well as, (2) extend the maturity date of the revolving credit facility to July 26, 2023, (3) eliminate any borrowing base limitations on revolving loans when certain financial covenants including covenants restricting RPC's abilitycriteria exist, (4) reduce the commitment fees payable by RPC and (5) reduce the letter of credit sublimit from $50 million to incur liens, merge or consolidate with another entity. A total$35 million. As of $95.7 million was availableDecember 30, 2018, RPC had no outstanding borrowings under the revolving credit facility, asand letters of December 31, 2015; $29.3credit outstanding relating to self-insurance programs and contract bids totaled $19.5 million; therefore, a total of $105.5 million of the facility supports outstanding letters of credit related to self-insurance programs or contract bids. Subsequent to year end, the Company obtained a separate letter of credit facility totaling $35 million; accordingly, $125 million is now available under the revolving credit facility.was available. For additional information with respect to RPC’s facility, see Note 67 of the Notes to Consolidated Financial Statements.Statements included in this report.

 

The Company’s decisions about the amount of cash to be used for investing and financing purposes are influenced by its capital position, including access to borrowings under our facility, and the expected amount of cash to be provided by operations.operations and access to borrowings under our facility. We believe our liquidity will continue to provide the opportunity to grow our asset base and revenues during periods with positive business conditions and strong customer activity levels. TheIn addition, the Company's decisions about the amount of cash to be used for investing and financing activities couldmay also be influenced by the financial covenants in our credit facility but we do not expect the covenants to restrict our planned activities. The Company is in compliance with these financial covenants.

 

Cash Requirements

Capital expenditures were $167.4$242.6 million in 2015,2018, and we currently expect capital expenditures to be approximately $60$289 million in 2016.2019. We expect that a majority of these expenditures in 20162019 will be directed towards new revenue-producing equipment and capitalized equipment maintenance.  The remaining capital expenditures will be directed towards the purchasemaintenance of revenue-producingour existing equipment. The actual amount of capital expenditures will depend primarily on equipment maintenance requirements, expansion opportunities, and equipment delivery schedules.

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The Company’s Retirement Income Plan, a multiple employer trusteed defined benefit pension plan, provides monthly benefits upon retirement at age 65 to eligible employees. During 2015,2018, the Company contributed $0.9$5.0 million to the pension plan. Theplan and although not required, Company expects that additional contributionsmanagement will evaluate contributing to the defined benefit pension plan of approximately $0.9 million will be required in 2016 to achieve the Company’s funding objective.during 2019.

 

The Company has a stock buyback program, initially adopted in 1998 and subsequently amended in 2013 and 2018, that authorizes the repurchase of up to 26,578,12541,578,125 shares.On June 5, 2013,February 12, 2018, the Board of Directors increased the number of shares authorized an additional 5,000,000 shares for repurchase under this program.by 10 million shares. There were no2,131,496 shares purchased on the open market by the Company during 2015,2018, and 2,050,1548,843,769 shares remain available to be repurchased under the current authorization as of December 31, 2015.2018. The Company may repurchase outstanding common shares periodically based on market conditions and our capital allocation strategies considering restrictions under our credit facility. The stock buyback program does not have a predetermined expiration date.

 

On July 28, 2015,January 22, 2019, the Board of Directors voted to temporarily suspend RPC’sdeclared a regular quarterly cash dividend of $0.10 per share payable March 11, 2019 to common stockholders. Thestockholders of record at the close of business on February 11, 2019. Subject to industry conditions and RPC’s earnings, financial condition, and other relevant factors, the Company expects to resumecontinue to pay regular quarterly cash dividends to common stockholders in the future, subject to the earnings and financial condition of the Company and other relevant factors.stockholders.

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Contractual Obligations

 

The Company’s obligations and commitments that require future payments include our credit facility, certain non-cancelable operating leases, purchase obligations and other long-term liabilities. The following table summarizes the Company’s significant contractual obligations as of December 31, 2015:2018:

 

Contractual obligations Payments due by period 
Contractual Obligations Payments due by period 
(in thousands) Total  

Less than

1 year

 

1-3

years

 

3-5

years

 

More than

5 years

  Total  

Less than

1 year   

  

1-3

years

  

3-5

years

  

More than

5 years  

 
Long-term debt obligations $  $  $  $  $  $  $  $  $  $ 
Interest on long-term debt obligations                              
Capital lease obligations                              
Operating leases (1)  54,305   13,873   20,797   12,229   7,406   44,945   11,819   18,409   8,547   6,170 
Purchase obligations (2)  26,968   10,525   10,962   5,481      72,805   72,805          
Other long-term liabilities (3)  1,164   100   1,026   38      8,071   7,180   891       
Total contractual obligations $82,437  $24,498  $32,785  $17,748  $7,406  $125,821  $91,804  $19,300  $8,547  $6,170 

(1)Operating leases include agreements for various office locations, office equipment, and certain operating equipment.
(2)Includes agreements to purchase raw materials, goods or services that have been approved and that specify all significant terms (pricing, quantity, and timing). As part of the normal course of business the Company occasionally enters into purchase commitments to manage its various operating needs.
(3)Includes expected cash payments for long-term liabilities reflected on the balance sheet where the timing of the payments areis known. These amounts include incentive compensation. These amounts exclude pension obligations with uncertain funding requirements and deferred compensation liabilities.

 

Fair Value Measurements

 

The Company’s assets and liabilities measured at fair value are classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation. Assets and liabilities that are traded on an exchange with a quoted price are classified as Level 1. Assets and liabilities that are valued using significant observable inputs in addition to quoted market prices are classified as Level 2. The Company currently has no assets or liabilities measured on a recurring basis that are valued using unobservable inputs and therefore no assets or liabilities measured on a recurring basis are classified as Level 3. For defined benefit plan assets classified as Level 3,and Supplemental Executive Retirement Plan (“SERP”) investments measured at net asset value, the values are computed using inputs such as cost, discounted future cash flows, independent appraisals and market based comparable data or on net asset values calculated by the fund or when not publicly available.

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Inflation

 

The Company purchases its equipment and materials from suppliers who provide competitive prices, and employs skilled workers from competitive labor markets. If inflation in the general economy increases, the Company’s costs for equipment, materials and labor could increase as well. Also,In addition, increases in activity in the domestic oilfield can cause upward wage pressures in the labor markets from which it hires employees, as well asespecially if employment in the general economy increases. In addition, activity increases can cause increases in the costs of certain materials and key equipment components used to provide services to the Company’s customers. During 2014, weSince oilfield activity began to increase in the second quarter of 2016, the Company has experienced high employment costsupward pressure on the price of labor due to the demand forshortage of skilled laboremployees as well as occasional increases in our markets. In addition, we experienced continued high cost for certain raw materials the Company uses to provide its services, in spite of our efforts to secure raw materials from alternative sources. During 2015, however, supplies of raw materials became more readily available as domestic oilfield activity decreased. In addition, skilled labor became more available, and the upward wage pressures that the Company experienced in 2014 subsided. By way of illustration, during this time the price index of one of the most critical raw materials the Company uses to provide its services declined by more than 20 percent. The Company also uses a large amount of diesel fuel to operate its fleet of revenue-producing equipment, and the cost of diesel fuel has declined significantly in 2015 and early in 2016. In fact, during this period, the overall retail price of diesel fuel in the U.S. declined by approximately 36 percent. At the end of the fourth quarter of 2015 and early in the first quarter of 2016, there were many indications that the prices of both skilled labor and many of thecertain raw materials used in providing our services would continueservices. During 2018, however, prices for the raw material comprising the Company’s single largest raw material purchase began to decline due to increased sources of supply of the material, particularly in geographic markets located close to the largest U.S. oil and gas basin. In addition, labor cost pressures during the near term. Because customers are pressuring the prices we charge for our services, we have not gained any benefit from these declining prices. On the contrary, because competitive market pressures have forced usfourth quarter of 2018 began to decrease our pricesabate due to customers, the Company expects that it will be difficult to realize higher operating profit from these anticipated cost decreases.lower oilfield activity.

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Off Balance Sheet Arrangements

 

The Company does not have any material off balance sheet arrangements.

 

Related Party Transactions

Marine Products Corporation

 

Effective in 2001, the Company spun off the business conducted through Chaparral Boats, Inc. (“Chaparral”), RPC’s former powerboat manufacturing segment. RPC accomplished the spin-off by contributing 100 percent of the issued and outstanding stock of Chaparral to Marine Products Corporation (a Delaware corporation) (“Marine Products”), a newly formed wholly owned subsidiary of RPC, and then distributing the common stock of Marine Products to RPC stockholders. In conjunction with the spin-off, RPC and Marine Products entered into various agreements that define the companies’ relationship.

 

In accordance with a 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 $753,000$873,000 in 2015, $663,0002018, $849,000 in 2014,2017, and $670,000$739,000 in 2013.2016. The Company’s (payable) receivable due (to) from Marine Products for these services was $(11,000)$28,000 as of December 31, 20152018 and $47,000 as of December 31, 2014. The2017. Many of the Company’s directors are also directors of Marine Products and all of the executive officers are employees of both the Company and Marine Products.

Other

 

The Company periodically purchases in the ordinary course of business productsequipment or services from suppliers, who are owned by significant officers or stockholders, or affiliated with the directors of RPC. The total amounts paid to these affiliated parties were $1,127,000in 2015, $1,092,000$1,467,000 in 20142018, $1,372,000 in 2017 and $1,039,000$890,000 in 2013.2016.

 

RPC receives certain administrative services and rents office space from Rollins, Inc. (a company of which Mr. R. Randall Rollins is also Chairman and which is otherwise affiliated with RPC). The service agreements between Rollins, Inc. and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include office space, administration of 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 $100,000$101,000 in 2015, $84,0002018, $104,000 in 20142017 and $83,000$111,000 in 2013.2016.

 

A group that includes the Company’s Chairman of the Board, R. Randall Rollins and his brother Gary W. Rollins, who is also a director of the Company, and certain companies under their control, controls in excess of fifty percent of the Company’s voting power.

 

RPC and Marine Products own 50 percent 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 a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2015, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $186,000$199,000 in 2018 and $197,000 in 2017 and 2016 for the corporate aircraft. 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, 2015,2018, the investment closely approximates the underlying equity in the net assets of 255 RC, LLC.

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Critical Accounting Policies

 

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require significant judgment by management in selecting the appropriate assumptions for calculating accounting estimates. These judgments are based on our historical experience, terms of existing contracts, trends in the industry, and information available from other outside sources, as appropriate. Senior management has discussed the development, selection and disclosure of its critical accounting estimates with the Audit Committee of our Board of Directors. The Company believes the following critical accounting policies involve estimates that require a higher degree of judgment and complexity:

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Allowance for doubtful accounts — Substantially all of the Company’s receivables are due from oil and gas exploration and production companies in the United States, selected international locations and foreign, nationally owned oil companies. Our allowance for doubtful accounts is determined using a combination of factors to ensure that our receivables are not overstated due to uncollectibility. Our established credit evaluation procedures seek to minimize the amount of business we conduct with higher risk customers. Our customers’ ability to pay is directly related to their ability to generate cash flow on their projects and is significantly affected by the volatility in the price of oil and natural gas. Provisions for doubtful accounts are recorded in selling, general and administrative expenses. Accounts are written off against the allowance for doubtful accounts when the Company determines that amounts are uncollectible and recoveries of amounts previously written off are recorded when collected. Significant recoveries will generally reduce the required provision in the period of recovery. Therefore, the provision for doubtful accounts can fluctuate significantly from period to period. Recoveries were $1.0 million in 2015 and insignificant in 20142018, 2017 and 2013.2016. We record specific provisions when we become aware of a customer's inability to meet its financial obligations to us, such as in the case of bankruptcy filings or deterioration in the customer's operating results or financial position. If circumstances related to customers change,a customer changes, our estimatesestimate of the realizability of receivablesthe receivable would be further adjusted, either upward or downward.

 

The estimated allowance for doubtful accounts is based on our evaluation of the overall trends in the oil and gas industry, financial condition of our customers, our historical write-off experience, current economic conditions, and in the case of international customers, our judgments about the economic and political environment of the related country and region. In addition to reserves established for specific customers, we establish general reserves by using different percentages depending on the age of the receivables which we adjust periodically based on management judgment and the economic strength of our customers. The net provisions for doubtful accounts as a percentage of revenues have ranged from (0.2)0.03 percent to 0.50.8 percent over the last three years. Increasing or decreasing the estimated general reserve percentages by 0.50 percentage points as of December 31, 20152018 would have resulted in a change of approximately $1.2$1.9 million to the allowance for doubtful accounts and a corresponding change to selling, general and administrative expenses.

Income taxes— The effective income tax rates were 34.920.7 percent in 2015, 38.62018, 30.2 percent in 20142017 and 39.641.0 percent in 2013.2016. Our effective tax rates vary due to changes in estimates of our future taxable income or losses, fluctuations in the tax jurisdictions in which our earnings and deductions are realized, and favorable or unfavorable adjustments to our estimated tax liabilities related to proposed or probable assessments. As a result, our effective tax rate may fluctuate significantly on a quarterly or annual basis. The effective tax rate for 2018 reflects the change in Federal income tax rates from 35 percent to 21 percent, as required by the Tax Cuts and Jobs Act (TCJA), as well as other beneficial adjustments.

 

We establishThe Company establishes a valuation allowance against the carrying value of deferred tax assets when we determineit is determined that it is more likely than not that the asset will not be realized through future taxable income. Such amounts are charged to earnings in the period in which we make such determination.the determination is made. Likewise, if we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance. We have consideredallowance is reversed. The Company considers future market growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate,the Company operates, and prudent and feasible tax planning strategies in determining the need for a valuation allowance.

 

We calculate ourThe Company calculates the current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are recorded when identified, which is generally in the third quarter of the subsequent year for U.S. federal and state provisions. Deferred tax liabilities and assets are determined based on the differences between the financial and tax bases of assets and liabilities using enacted tax rates in effect in the year the differences are expected to reverse. In 2017, the Company revalued its deferred tax assets and liabilities to reflect the change in Federal income tax rates, as required by the TCJA. All deferred tax assets and liabilities from December 31, 2017 forward reflect the changed rate.

27

 

The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. We believe we haveThe Company believes it has adequately provided for any reasonably foreseeable outcome related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. Additionally, the jurisdictions in which our earnings or deductions are realized may differ from our current estimates.

 

Insurance expenses – The—The Company self insures,self-insures, up to certain policy-specified limits, certain risks related to general liability, workers’ compensation, vehicle and equipment liability. The cost of claims under these self-insurance programs is estimated and accrued using individual case-based valuations and statistical analysis and is based upon judgment and historical experience; however, the ultimate cost of many of these claims may not be known for several years. These claims are monitored and the cost estimates are revised as developments occur relating to such claims. The Company has retained an independent third party actuary to assist in the calculation of a range of exposure for these claims. As of December 31, 2015,2018, the Company estimates the range of exposure to be from $13.8$15.9 million to $17.6$20.8 million. The Company has recorded liabilities at December 31, 20152018 of approximately $15.6$18.3 million which represents management’s best estimate of probable loss.

 

Depreciable life of assets — RPC’s net property, plant and equipment at December 31, 20152018 was $688.3$518.0 million representing 55.643.2 percent of the Company’s consolidated assets. Depreciation and amortization expenses for the year ended December 31, 20152018 were $271.0$163.1 million. Management judgment is required in the determination of the estimated useful lives used to calculate the annual and accumulated depreciation and amortization expense.

26 

 

Property, plant and equipment 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. The estimated useful life represents the projected period of time that the asset will be productively employed by the Company and is determined by management based on many factors including historical experience with similar assets. Assets are monitored to ensure changes in asset lives are identified and prospective depreciation and amortization expense is adjusted accordingly. During 2015 the Company reassessed the useful life of a specific component of its pressure pumping equipment that prior to 2015 had an expected useful life of 18 months. As a result of this reassessment, the Company concluded that this component is no longer a long-lived asset, but instead a consumable supply inventory item. Accordingly, effective January 1, 2015, the cost of this component is being expensed as repairs and maintenance as part of cost of revenues at the time of installation. Management deemed the change preferable because it more closely reflects the pattern of consumption of this component as a result of continual increases in wear and tear resulting from harsher geological environments. We did not make any changes to the estimated lives of assets resulting in a material impact in 2014 and 2013.2018 or 2017.

 

Defined benefit pension plan– In 2002, the Company ceased all future benefit accruals under the defined benefit plan, although the Company remains obligated to provide employees benefits earned through March 2002. The Company accounts for the defined benefit plan in accordance with the provisions of FASBFinancial Accounting Standards Board (FASB) ASC 715, “Compensation – Retirement Benefits” and engages an outside actuary to calculate its obligations and costs. With the assistance of the actuary, the Company evaluates the significant assumptions used on a periodic basis including the estimated future return on plan assets, the discount rate, and other factors, and makes adjustments to these liabilities as necessary.

 

The Company chooses an expected rate of return on plan assets based on historical results for similar allocations among asset classes, the investments strategy, and the views of our investment advisor. Differences between the expected long-term return on plan assets and the actual return are amortized over future years. Therefore, the net deferral of past asset gains (losses) ultimately affects future pension expense. The Company’s assumption for the expected return on plan assets was seven percent for 2015, 20142018, 2017 and 2013.2016.

 

The discount rate reflects the current rate at which the pension liabilities could be effectively settled at the end of the year. In estimating this rate, the Company utilizes a yield curve approach. The approach utilizes an economic model whereby the Company’s expected benefit payments over the life of the plan are forecasted and then compared to a portfolio of investment grade corporate bonds that will mature at the same time that the benefit payments are due in any given year. The economic model then calculates the one discount rate to apply to all benefit payments over the life of the plan which will result in the same total lump sum as the payments from the corporate bonds. A lower discount rate increases the present value of benefit obligations. The discount rate was 4.704.65 percent as of December 31, 20152018 compared to 4.154.00 percent as of December 31, 20142017 and 5.204.45 percent in 2013.2016.

 

As set forth in Note 1011 to the Company’s financial statements, included among the asset categories for the Plan’s investments are real estate and alternative/ opportunistic/ special fund investments comprised of real estate funds and private equity funds. These investments are categorized as Level 3 investmentsmeasured at net asset value and are valued using significant non-observable inputs which do not have a readily determinable fair value. In accordance with ASU No. 2009-12 “Investments In Certain Entities That Calculate Net Asset Value per Share (Or Its Equivalent),” these investments are valued based on the net asset value per share calculated by the funds in which the plan has invested. These valuations are subject to judgments and assumptions of the funds which may prove to be incorrect, resulting in risks of incorrect valuation of these investments. The Company seeks to mitigate these risks by evaluating the appropriateness of the funds’ judgments and assumptions by reviewing the financial data included in the funds’ financial statements for reasonableness.

 

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As of December 31, 2015,2018, the defined benefit plan was under-funded and the recorded change within accumulated other comprehensive loss increaseddecreased stockholders’ equity by approximately $1.0$2.0 million after tax. Holding all other factors constant, a change in the discount rate used to measure plan liabilities by 0.25 percentage points would result in a pre-tax increase or decrease of approximately $1.2$1.1 million to the net loss related to pension reflected in accumulated other comprehensive loss.

 

The Company recognized pre-tax pension (income) expense of $(0.2) million in 2018, $0.4 million in 2015, $0.22017 and $0.7 million in 2014 and $0.5 million in 2013.2016. Based on the under-funded status of the defined benefit plan as of December 31, 2015,2018, the Company expects to recognize pension expense of $0.6 million$261 thousand in 2016.2019. Holding all other factors constant, a change in the expected long-term rate of return on plan assets by 0.50 percentage points would result in an increase or decrease in pension expense of approximately $0.2 million$185 thousand in 2016.2019. Holding all other factors constant, a change in the discount rate used to measure plan liabilities by 0.25 percentage points would result in an increase or decrease in pension expense of an immaterial amount$10 thousand in 2016.2019.

27 

 

Recent Accounting Pronouncements

 

During the year ended December 31, 2015, theThe Financial Accounting Standards Board (FASB) issued the following applicable Accounting Standards Updates (ASU):

Recently Adopted Accounting Pronouncements:Standards:

Accounting Standards Update 2014-08, Presentation(ASU) No. 2014-09, Revenue from Contacts with Customers (Topic 606): On January 1, 2018, the Company adoptedASC 606, Revenue from Contracts with Customersand all the related amendments (“new revenue standard”) for all contracts using the modified retrospective method, with no cumulative-effect adjustment to retained earnings upon adoption since most of the Company’s services are primarily short-term in nature and the pattern of transfer under ASC 605 is consistent with the pattern of transfer when evaluated under ASC 606. The comparative information has not been restated and continues to be reported under the accounting standards that were in effect for those periods. The adoption of the new revenue standard did not have a material impact on our consolidated financial statements. See Note 2 for expanded disclosures.

ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Statements (Topic 205)Assets and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.Financial Liabilities.The amendments in the ASU require that only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operationsmake targeted improvements to existing U.S. GAAP and affects accounting for equity investments and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets,instruments and liabilities income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting.related disclosures. The Company adopted these provisions in the first quarter of 20152018 and recognize the change in fair value of its equity securities as part of other income. In addition, as of the beginning of the first quarter of 2018, the Company adjusted opening retained earnings to recognize the cumulative impact of the adoption of these amendments. The Company does not expect the adoption of these provisions to have an ongoing material impact on its consolidated financial statements.

ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. The Company adopted these provisions in the first quarter of 2018 and has presented the accompanying statements of cash flow in conformity with these provisions. The Company does not expect the adoption of these provisions to have an ongoing material impact on its consolidated financial statements.

ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.The amendments require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments eliminate the exception for an intra-entity transfer of an asset other than inventory. The Company adopted these provisions in the first quarter of 2018, and since the Company’s intra-entity transfers of property, plant and equipment are carried out at net book values, the adoption did not have a material impact on the Company’sits consolidated financial statements.

Accounting Standards Update No. 2015-15, Interest—Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.In April 2015, the FASB issued ASU No. 2015-03,Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires the presentation of debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff has approved deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company currently reports its debt issuance costs as part of non-current other assets and therefore is in compliance with this guidance.

Accounting Standards Updates No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The amendments in this ASU eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet and now requires that all deferred tax assets and liabilities be classified as noncurrent.The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, with early application permitted. The Company elected to early adopt the provisions of this ASU and classified its deferred tax balances as a non-current liability as of December 31, 2015. Deferred tax balances for prior periods have not been retrospectively adjusted.

Recently Issued Accounting Pronouncements Not Yet Adopted:

Accounting Standards Update No. 2015-16,2017-01, Business Combinations (Topic 805): SimplifyingClarifying the Accounting for Measurement-Period Adjustments.To simplify the accounting for adjustments made to provisional amounts recognized inDefinition of a business combination, the amendments in this ASU eliminate the requirement to retrospectively account for those adjustments.Instead, an acquirer is required to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. All of the changes are to be recorded in the reporting period and calculated as if the accounting had been completed at the acquisition date and either disclosed on the face of the income statement or in the notes by each category. These amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years.Business. The amendments are intended to help companies and other organizations evaluate whether transactions should be applied prospectivelyaccounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments provide a more robust framework to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued.use in determining when a set of assets and activities is a business. The Company plans to adopt theadopted these provisions in the first quarter of 20162018 and will apply these provisions as it completes future acquisitions. The Company does not expect the adoption of these provisions to have an ongoing material impact on its consolidated financial statements.

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ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.The provisions are applicable when there are changes to the terms or conditions of a share-based payment award. The amendments require an entity to apply modification accounting for all business combinations completed thereafterthe effects of changes to the terms and conditions of a share-based payment award unless certain conditions including fair value, vesting conditions and classification are met. The Company adopted these provisions in the first quarter of 2018 and will apply these provisions if changes to the terms or conditions of a share-based payment award are made. The Company does not expect the adoption of these provisions to have an ongoing material impact on its consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted:

To be adopted in 2019:

ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.The amendments provide an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded and require expanded disclosures regarding the Company’s accounting policy decisions on such reclassification. The amendments are effective starting in the first quarter of 2019, with early adoption permitted. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.The amendments expand the scope of ASU 718 to include share-based payments issued to nonemployees for goods or services, thereby substantially aligning the accounting for share-based payments to nonemployees and employees. The amendments are effective starting in the first quarter of 2019. The Company currently does not expect the adoption of these provisions to have a material impact on its consolidated financial statements.

Leases (Topic 842). Under this guidance, lessees will need to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease), at the commencement of the lease term. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to certain adjustments, including initial direct costs and lessor provided incentives. The Company adopted the standard on January 1, 2019 using the optional transition method and the cumulative-effect adjustment to the opening balance of retained earnings was not material. All of the Company’s leases are currently classified as operating leases and the Company expects to record approximately $47 million in right-of-use assets and lease liabilities from operating leases.

To be adopted in 2020 and later:

Accounting Standards UpdateASU No. 2015-11, Inventory2016-13, Financial Instruments - Credit Losses (Topic 330)326): Simplifying the Measurement of Inventory.Credit Losses on Financial Instruments.Current guidance requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The amendments in this ASU simplifyrequire the measurement processcredit losses on available-for-sale debt securities and allows inventorypurchased financial assets with credit deterioration to be measured at lowerpresented as an allowance rather than a write-down. It also allows recording of cost orcredit loss reversals in current period net realizable value and eliminates the market requirement. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments do not apply to inventory that is measured using last-in, first-out or the retail inventory method.income. The amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments are to be applied prospectively with earlier application permitted. The Company plans to adopt the provisionsstarting in the first quarter of 2017 and currently does not expect the adoption to have a material impact on its consolidated financial statements.

28 

Accounting Standards Update No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The amendments apply to the fair value of an investment that is measured using the net asset value per share (or its equivalent) practical expedient. The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. The amendments are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years and are required to be applied retrospectively to all periods presented, with earlier application permitted. The Company plans to adopt the provisions in the first quarter of 2016 and currently does not expect the adoption to have a material impact on its consolidated financial statements.

Accounting Standards Update No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The Company plans to adopt the provisions in the first quarter of 2016 and currently does not expect the adoption to have a material impact on its consolidated financial statements.

Accounting Standards Update No. 2014-15, Presentation of Financial Statements —Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.The provisions in this ASU are intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Currently, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. This going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. This ASU provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern and the related footnote disclosures. The amendments are effective for the year ending December 31, 2016, and for interim periods beginning the first quarter of 2017,2020 with early application permitted. The Company plans to adopt these provisions in the first quarter of 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about its ability to continue aspermitted a going concern. The Company currently does not expect the adoption to have a material impact on its consolidated financial statements.

Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606).This ASU affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply a five step process – (i) identifying the contract(s) with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The Company plans to adopt these provisions in the first quarter of 2018 in accordance with ASU 2015-14 that deferred the effective date of ASU 2014-09 for all entities by one year.year earlier. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments are effective for annual or any interim goodwill impairment tests beginning in 2020 applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

30

ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.The amendments reduce the complexity for the accounting for costs of implementing a cloud computing service arrangement and align the requirements for capitalizing implementation costs that are incurred in a hosting arrangement that is a service contract with the costs incurred to develop or obtain internal-use software. The provisions may be applied prospectively or retrospectively. The amendments are effective starting in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

The Company is subject to interest rate risk exposure through borrowings on its revolving credit agreement.facility. As of December 31, 2015,2018, there are no outstanding interest-bearing advances on our credit facility which bear interest at a floating rate.

 

Additionally, the Company is exposed to market risk resulting from changes in foreign exchange rates. However, since the majority of the Company’s transactions occur in U.S. currency, this risk is not expected to have a material effect on its consolidated results of operations or financial condition.

 

 29 31 

 

 

MANAGEMENT’S REPORT ON INTERNAL 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. The Company intends to continually improve and refine its internal controls.

 

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, 20152018 based on criteria established in the 2013Internal 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, 2015.2018.

 

The independent registered public accounting firm, Grant Thornton LLP, has audited the consolidated financial statements as of and for the year ended December 31, 2015,2018, and has also issued their report on the effectiveness of the Company’s internal control over financial reporting, included in this report on page 31.33.

 

/s/ Richard A. Hubbell /s/ Ben M. Palmer
Richard A. HubbellBen M. Palmer

President and Chief Executive Officer
 Ben M. Palmer
Vice President, Chief Financial Officer and TreasurerCorporate Secretary

 

Atlanta, Georgia

February 29, 201628, 2019

 

 30 32 

 

 

Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT 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, 2015,2018, based on criteria established in the 2013Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, 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, 2018, and our report dated February 28, 2019 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 Public Company Accounting Oversight Board (United States).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.

 

/s/ GRANT THORNTON LLP

Atlanta, Georgia

February 28, 2019

33

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, 2018 and 2017, and the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement schedule under Item 15(2) (collectively referred to as the “financial statements”). In our opinion, the Company maintained,financial statements present fairly, in all material respects, effective internal control overthe financial reportingposition of the Company as of December 31, 2015, based on criteria established2018 and 2017, and the results of its operations and its cash flows for each of the three years in the 2013Internal Control—Integrated Frameworkissued by COSO.period ended December 31, 2018, 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 consolidatedCompany’s internal control over financial statementsreporting as of December 31, 2018, based on criteria established in the 2013Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Company as of and for the year ended December 31, 2015,Treadway Commission (“COSO”), and our report dated February 29, 201628, 2019 expressed an unqualified opinionon those financial statements.opinion.

 

/s/ GRANT THORNTON LLPBasis for opinion

 

Atlanta, Georgia

February 29, 2016

31 

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

RPC, Inc.

We have audited the accompanying consolidated balance sheets of RPC, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and 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, 2015. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(2). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements and financial statement schedule 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 Public Company Accounting Oversight Board (United States).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. An audit includesmisstatement, 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 supporting the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RPC, Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, 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 29, 2016 expressed an unqualified opinion thereon.

/s/ GRANT THORNTON LLP

 

We have served as the Company’s auditor since 2004.

Atlanta, Georgia

February 29, 201628, 2019

 

 32 34 

 

 

Item 8. Financial Statements and Supplementary Data

 

CONSOLIDATED BALANCE SHEETS


RPC, INC. AND SUBSIDIARIES

(in thousands except share information)

 

December 31, 2015  2014  2018  2017 
ASSETS                
Cash and cash equivalents $65,196  $9,772  $116,262  $91,050 
Accounts receivable, net  232,187   634,730   323,533   377,853 
Inventories  128,441   155,611   130,083   114,866 
Deferred income taxes     9,422 
Income taxes receivable  51,392   29,115   35,832   40,243 
Prepaid expenses  8,961   9,135   9,766   8,992 
Other current assets  6,031   3,843   3,462   7,131 
Current assets  492,208   851,628   618,938   640,135 
Property, plant and equipment, net  688,335   849,383   517,982   443,928 
Goodwill  32,150   32,150   32,150   32,150 
Other assets  24,401   26,197   30,510   31,011 
Total assets $1,237,094  $1,759,358  $1,199,580  $1,147,224 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
LIABILITIES                
Accounts payable $75,811  $175,416  $103,401  $103,462 
Accrued payroll and related expenses  16,654   49,798   25,715   23,577 
Accrued insurance expenses  4,296   5,632   6,183   5,299 
Accrued state, local and other taxes  2,838   6,821   3,081   8,655 
Income taxes payable  7,639   944   4,706   3,224 
Other accrued expenses  226   401   151   1,143 
Current liabilities  107,464   239,012   143,237   145,360 
Long-term accrued insurance expenses  11,348   10,099   12,072   10,376 
Notes payable to banks     224,500 
Long-term pension liabilities  33,009   34,399   29,638   35,635 
Deferred income taxes  115,495   156,977   60,375   39,437 
Other long-term liabilities  17,497   15,989   3,839   4,719 
Total liabilities  284,813   680,976   249,161   235,527 
Commitments and contingencies (Note 9)                
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, 216,991,357 and 216,539,015 shares issued and outstanding in 2015 and 2014, respectively  21,699   21,654 
Common stock, $0.10 par value, 349,000,000 shares authorized, 214,543,511 and 216,543,552 shares issued and outstanding in 2018 and 2017, respectively  21,454   21,654 
Capital in excess of par value            
Retained earnings  948,551   1,074,561   947,711   906,745 
Accumulated other comprehensive loss  (17,969)  (17,833)  (18,746)  (16,702)
Total stockholders’ equity  952,281   1,078,382   950,419   911,697 
Total liabilities and stockholders’ equity $1,237,094  $1,759,358  $1,199,580  $1,147,224 

 

The accompanying notes are an integral part of these statements.

 

 33 35 

 

 

CONSOLIDATED STATEMENTS OF OPERATIONS


RPC, INC. AND SUBSIDIARIES

(in thousands except per share data)

 

Years ended December 31, 2015  2014  2013 
REVENUES $1,263,840  $2,337,413  $1,861,489 
COSTS AND EXPENSES:            
Cost of revenues (exclusive of items shown separately below)  986,144   1,493,082   1,178,412 
Selling, general and administrative expenses  156,579   197,117   183,139 
Depreciation and amortization  270,977   230,813   213,128 
Loss on disposition of assets, net  6,417   15,472   9,371 
Operating (loss) profit  (156,277)  400,929   277,439 
Interest expense  (2,032)  (1,431)  (1,822)
Interest income  83   19   408 
Other income (expense), net  5,185   (131)  245 
(Loss) income before income taxes  (153,041)  399,386   276,270 
Income tax (benefit) provision  (53,480)  154,193   109,375 
Net (loss) income $(99,561) $245,193  $166,895 
(LOSS) EARNINGS PER SHARE            
Basic $(0.47) $1.14  $0.77 
Diluted $(0.47) $1.14  $0.77 
Dividends paid per share $0.155  $0.420  $0.400 

The accompanying notes are an integral part of these statements.

34 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

RPC, INC. AND SUBSIDIARIES

(in thousands except per share data)

Years ended December 31, 2015  2014  2013 
NET (LOSS) INCOME $(99,561) $245,193  $166,895 
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAXES:            
Pension adjustment  1,531   (6,486)  4,928 
Foreign currency translation  (1,801)  (1,124)  (778)
Unrealized gain (loss) on securities, net reclassification adjustments  134   (108)  (19)
COMPREHENSIVE (LOSS) INCOME $(99,697) $237,475  $171,026 

The accompanying notes are an integral part of these statements.

35 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

RPC, INC. AND SUBSIDIARIES

(in thousands)

Three Years Ended Common Stock  

Capital in

Excess of

  Retained  

Accumulated

Other

Comprehensive

    
December 31, 2015 Shares  Amount  Par Value  Earnings  Income (Loss)  Total 
Balance, December 31, 2012  220,144  $22,014  $  $891,464  $(14,246) $899,232 
Stock issued for stock incentive plans, net  699   70   8,107         8,177 
Stock purchased and retired  (1,857)  (185)  (11,285)  (13,652)     (25,122)
Net income           166,895      166,895 
Pension adjustment, net of taxes              4,928   4,928 
Foreign currency translation              (778)  (778)
Unrealized loss on securities, net of taxes              (19)  (19)
Dividends declared           (87,789)     (87,789)
Excess tax benefits for share-based payments        3,178         3,178 
Balance, December 31, 2013  218,986   21,899      956,918   (10,115)  968,702 
Stock issued for stock incentive plans, net  569   57   9,017         9,074 
Stock purchased and retired  (3,016)  (302)  (13,353)  (35,942)     (49,597)
Net income           245,193      245,193 
Pension adjustment, net of taxes              (6,486)  (6,486)
Foreign currency translation              (1,124)  (1,124)
Unrealized loss on securities, net of taxes              (108)  (108)
Dividends declared           (91,608)     (91,608)
Excess tax benefits for share-based payments        4,336         4,336 
Balance, December 31, 2014  216,539   21,654      1,074,561   (17,833)  1,078,382 
Stock issued for stock incentive plans, net  791   79   9,802         9,881 
Stock purchased and retired  (339)  (34)  (11,212)  7,153      (4,093)
Net (loss)           (99,561)     (99,561)
Pension adjustment, net of taxes              1,531   1,531 
Foreign currency translation              (1,801)  (1,801)
Unrealized gain on securities, net of taxes and reclassification adjustment              134   134 
Dividends declared           (33,602)     (33,602)
Excess tax benefits for share-based payments        1,410         1,410 
Balance, December 31, 2015  216,991  $21,699  $  $948,551  $(17,969) $952,281 
Years ended December 31, 2018  2017  2016 
REVENUES $1,721,005  $1,595,227  $728,974 
COSTS AND EXPENSES:            
Cost of revenues (exclusive of items shown separately below)  1,183,048   1,050,809   607,888 
Selling, general and administrative expenses  168,151   159,194   150,690 
Depreciation and amortization  163,120   163,537   217,258 
Gain on disposition of assets, net  (3,344)  (4,530)  (7,920)
Operating profit (loss)  210,030   226,217   (238,942)
Interest expense  (489)  (426)  (681)
Interest income  2,426   1,494   467 
Other income (expense), net  9,313   5,531   (204)
Income (loss) before income taxes  221,280   232,816   (239,360)
Income tax provision (benefit)  45,878   70,305   (98,114)
Net income (loss) $175,402  $162,511  $(141,246)
EARNINGS (LOSS) PER SHARE            
 Basic $0.82  $0.75  $(0.66)
 Diluted $0.82  $0.75  $(0.66)
Dividends paid per share $0.47  $0.20  $0.05 

 

The accompanying notes are an integral part of these statements.

 

 36 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWSCOMPREHENSIVE INCOME (LOSS)

RPC, Inc. and SubsidiariesINC. AND SUBSIDIARIES

(in thousands)thousands except per share data)

 

Years ended December 31, 2015  2014  2013 
OPERATING ACTIVITIES            
Net (loss) income $(99,561) $245,193  $166,895 
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation, amortization and other non-cash charges  275,413   233,940   215,812 
Stock-based compensation expense  9,960   9,074   8,177 
Loss on disposition of assets, net  6,417   15,472   9,371 
Deferred income tax (benefit) provision  (33,013)  12,354   (13,060)
Excess tax benefits for share-based payments  (1,410)  (4,336)  (3,178)
(Increase) decrease in assets:            
Accounts receivable  401,753   (198,021)  (49,959)
Income taxes receivable  (20,867)  (19,059)  1,692 
Inventories  26,667   (29,708)  14,078 
Prepaid expenses  161   2   1,519 
Other current assets  (2,881)  (749)  1,114 
Other non-current assets  1,768   (2,238)  (1,881)
Increase (decrease) in liabilities:            
Accounts payable  (62,446)  36,421   14,062 
Income taxes payable  6,695   944   (6,428)
Accrued payroll and related expenses  (33,143)  13,221   4,585 
Accrued insurance expenses  (1,336)  (440)  (80)
Accrued state, local and other taxes  (3,983)  1,819   (2,324)
Other accrued expenses  (180)  (775)  (1,548)
Pension liabilities  1,021   2,219   3,183 
Long-term accrued insurance expenses  1,249   (126)  (175)
Other long-term liabilities  1,508   7,550   3,769 
Net cash provided by operating activities  473,792   322,757   365,624 
INVESTING ACTIVITIES            
Capital expenditures  (167,426)  (371,502)  (201,681)
Proceeds from sale of assets  9,843   18,707   11,071 
Purchase of business        (17,044)
Investment in joint venture     (2,554)   
Net cash used for investing activities  (157,583)  (355,349)  (207,654)
FINANCING ACTIVITIES            
Payment of dividends  (33,602)  (91,608)  (87,789)
Borrowings from notes payable to banks  613,300   1,168,100   686,700 
Repayments of notes payable to banks  (837,800)  (996,900)  (740,400)
Debt issue costs for notes payable to banks     (667)   
Excess tax benefits for share-based payments  1,410   4,336   3,178 
Cash paid for common stock purchased and retired  (4,093)  (49,597)  (25,122)
Net cash (used for) provided by financing activities  (260,785)  33,664   (163,433)
Net increase (decrease) in cash and cash equivalents  55,424   1,072   (5,463)
Cash and cash equivalents at beginning of year  9,772   8,700   14,163 
Cash and cash equivalents at end of year $65,196  $9,772  $8,700 
Years ended December 31, 2018  2017  2016 
NET INCOME (LOSS) $175,402  $162,511  $(141,246)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES:            
Pension adjustment  (1,408)  1,033   (788)
Foreign currency translation  (621)  391   652 
Unrealized (loss) gain on securities, net reclassification adjustments     (24)  3 
COMPREHENSIVE INCOME (LOSS) $173,373  $163,911  $(141,379)

 

The accompanying notes are an integral part of these statements.

 

 37 

 

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
RPC, INC. AND SUBSIDIARIES

(in thousands)

           Accumulated    
     Capital in     Other    
Three Years Ended Common Stock  Excess of  Retained  Comprehensive    

December 31, 2018 

 Shares  Amount  

Par Value

  

Earnings

  

Income (Loss)

  Total 
Balance, December 31, 2015  216,991  $21,699  $  $948,551  $(17,969) $952,281 
Stock issued for stock incentive plans, net  796   80   9,508         9,588 
Stock purchased and retired  (298)  (30)  (9,935)  6,708      (3,257)
Net loss           (141,246)     (141,246)
Pension adjustment, net of taxes              (788)  (788)
Foreign currency translation              652   652 
Unrealized gain on securities, net of taxes and reclassification adjustment              3   3 
Dividends declared           (10,861)     (10,861)
Excess tax benefits for share-based payments        427         427 
Balance, December 31, 2016  217,489   21,749      803,152   (18,102)  806,799 
Stock issued for stock incentive plans, net  420   42   11,048         11,090 
Stock purchased and retired  (1,365)  (137)  (11,048)  (15,599)     (26,784)
Net income           162,511      162,511 
Pension adjustment, net of taxes              1,033   1,033 
Foreign currency translation              391   391 
Unrealized loss on securities, net of taxes and reclassification adjustment              (24)  (24)
Dividends declared           (43,319)     (43,319)
Balance, December 31, 2017  216,544   21,654      906,745   (16,702)  911,697 
Adoption of accounting standard (Note 1)           15   (15)   
Stock issued for stock incentive plans, net  367   37   9,382         9,419 
Stock purchased and retired  (2,367)  (237)  (9,382)  (33,382)     (43,001)
Net income           175,402      175,402 
Pension adjustment, net of taxes              (1,408)  (1,408)
Foreign currency translation              (621)  (621)
Dividends declared           (101,069)     (101,069)
Balance, December 31, 2018  214,544  $21,454  $  $947,711  $(18,746) $950,419 

The accompanying notes are an integral part of these statements.

38

CONSOLIDATED STATEMENTS OF CASH FLOWS
RPC, Inc. and Subsidiaries

(in thousands)

Years ended December 31, 2018  2017  2016 
OPERATING ACTIVITIES            
Net income (loss) $175,402  $162,511  $(141,246)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:            
Depreciation, amortization and other non-cash charges  166,789   166,558   221,038 
Stock-based compensation expense  9,419   11,090   10,218 
Gain on disposition of assets, net  (3,344)  (4,530)  (7,920)
Gain due to insurance recovery  (9,646)      
Gain due to benefit plan financing arrangement  (1,020)      
Deferred income tax provision (benefit)  21,395   (42,609)  (34,209)
Excess tax benefits for share-based payments        (427)
(Increase) decrease in assets:            
Accounts receivable  53,982   (208,642)  64,715 
Income taxes receivable  4,410   16,931   (5,355)
Inventories  (15,660)  (6,275)  20,294 
Prepaid expenses  (778)  (2,272)  2,244 
Other current assets  3,375   (1,222)  2 
Other non-current assets  1,494   (4,779)  (1,851)
Increase (decrease) in liabilities:            
Accounts payable  (7,754)  29,176   (6,250)
Income taxes payable  1,482   (1,705)  (2,710)
Accrued payroll and related expenses  2,193   11,408   (4,540)
Accrued insurance expenses  884   1,200   (197)
Accrued state, local and other taxes  (5,574)  5,561   256 
Other accrued expenses  (994)  (5,335)  5,017 
Pension liabilities  (7,862)  4,398   (1,385)
Long-term accrued insurance expenses  1,696   839   (1,811)
Other long-term liabilities  (880)  1,401   (14,179)
Net cash provided by operating activities  389,009   133,704   101,704 
INVESTING ACTIVITIES            
Capital expenditures  (242,610)  (117,509)  (33,938)
Proceeds from sale of assets  13,237   13,123   12,599 
Proceeds from insurance recovery  9,646       
Proceeds from benefit plan financing arrangement  2,218       
Re-investment in benefit plan financing arrangement  (2,218)      
Net cash used for investing activities  (219,727)  (104,386)  (21,339)
FINANCING ACTIVITIES            
Payment of dividends  (101,069)  (43,319)  (10,861)
Debt issue costs for notes payable to banks        (35)
Excess tax benefits for share-based payments        427 
Cash paid for common stock purchased and retired  (43,001)  (26,784)  (3,257)
Net cash used for financing activities  (144,070)  (70,103)  (13,726)
Net increase (decrease) in cash and cash equivalents  25,212   (40,785)  66,639 
Cash and cash equivalents at beginning of year  91,050   131,835   65,196 
Cash and cash equivalents at end of year $116,262  $91,050  $131,835 

The accompanying notes are an integral part of these statements.

39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2015, 20142018, 2017 and 20132016

 

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.

Nature of Operations

RPC provides a broad range of specialized oilfield services and equipment primarily to independent and major oil and gas companies engaged in the exploration, production and development of oil and gas properties throughout the United States of America, including the southwest, mid-continent, Gulf of Mexico, Rocky Mountain and Appalachian regions, and in selected international markets. The services and equipment provided include Technical Services such as pressure pumping services, coiled tubing services, snubbing services (also referred to as hydraulic workover services), nitrogen services, and firefighting and well control, and Support Services such as the rental of drill pipe and other specialized oilfield equipment and oilfield training and consulting.

Reclassifications

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 to one 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, 2015,2018, there were no 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.

 

Dividends

 

On July 28, 2015,January 22, 2019, the Board of Directors voteddeclared a regular quarterly cash dividend of $0.10 per share payable March 11, 2019 to temporarily suspendcommon stockholders of record at the close of business on February 11, 2019. Subject to industry conditions and RPC’s earnings, financial condition, and other relevant factors, the Company expects to continue to pay regular quarterly dividendcash dividends to common stockholders.

 

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 allowance for doubtful accounts, income taxes, accrued insurance expenses, depreciable lives of assets, and pension liabilities.

 

Revenues

 

RPC’sRPC recognizes revenues are generated principally from providing services andcontracts with its customers based on the related equipment. Revenues are recognized whenamount of consideration it receives in exchange for the services are rendered and collectibility is reasonably assured. Revenues from services and equipment are based on fixed or determinable priced purchase orders or contracts with the customer and do not include the right of return. Ratesprovided. See Note 2 for services and equipment are priced on a per day, per unit of measure, per man hour or similar basis. Sales tax charged to customers is presented on a net basis within the consolidated statement of operations and excluded from revenues.

38 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31 2015, 2014 and 2013additional 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 last three years. OneThere was no customer accounted for approximately 23 percent of revenues in 2015, and there were no customers that accounted for more than 10 percent of the Company’s revenues in 2014 and 2013.2018, 2017 or 2016. Additionally, onethere was no customer accounted for approximately 14 percent of accounts receivable as of December 31, 2015, and there were no customers that accounted for more than 10 percent of accounts receivable as of December 31, 2014.2018 or 2017.

 

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.

 

40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016

Investments

 

Investments classified as available-for-sale securities are stated at their fair values, with the unrealized gains and losses, net of tax, reported as a separate component of stockholders’ equity. The cost of securities sold is based on the specific identification method. Realized gains and losses, declines in value judged to be other than temporary, interest, and dividends with respect to available-for-sale securities are included in interest income. The Company realized no gains or losses on its available-for-sale securities during 2018 and 2017, and an immaterial realized loss during 2015 and no gains or losses during 2014 or 2013 on its available-for-sale securities.2016. Securities that are held in the non-qualified Supplemental Executive Retirement Plan (“SERP”) are classified as trading. See Note 1011 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 exploration and production companies. 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 an allowance for doubtful accounts.

 

Allowance for Doubtful Accounts

 

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 allowance for doubtful accounts 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 are written off against the allowance for doubtful accounts when the Company determines that amounts are uncollectible and recoveries of previously written-off accounts 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 marketand net realizable value.  Cost is determined using first-in, first-out (“FIFO”) method or the weighted average cost method. MarketNet realizable value is determined based on replacement cost for materialsthe estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and supplies.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, 15 to 39 years;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.

 

39 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31 2015, 2014 and 2013

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, and other assets, to determine if any impairments should be recognized. Management believes that the long-lived assets in the accompanying balance sheets have not been impaired. During 2015,2016, RPC recorded immaterial write-downs on certain equipment to comply with the Company’s policy to store and maintain key equipment in an efficient manner.

 

41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016

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 reportable segment was $32,150,000 at December 31, 2015 and 2014. as follows:

Years Ended December 31, 2018  2017 
(in thousands)      
Technical Services $30,992  $30,992 
Support Services  1,158   1,158 
Goodwill $32,150  $32,150 

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 2018 and 2017, the Company performed a quantitative impairment test by estimating the fair value of each of its reporting units using a discounted cash flow analysis based on management’s short-term and long-term forecast of operating results. The discounted cash flow analysis for each reporting unit includes assumptions regarding discount rates, revenue growth rates, expected profitability margins, forecasted capital expenditures, and the timing of expected future cash flows. Based on the analysis, the Company concluded that the fair value of its reporting units exceeded their carrying amount and therefore no impairment of goodwill occurred for the years ended December 31, 2018 and 2017. The Company completes on an annual basiscompleted a comprehensive qualitative assessment of the various factors that impact goodwill for the year ended December 31, 2016, and concluded it is more likely than not that the fair value of its reporting units exceedsexceeded their carrying amounts as of the annual test date.  Therefore the Company did not proceed to Step 1 of the goodwill impairment test in 2015, 2014date and 2013.  Based on the qualitative assessment, the Company concluded thattherefore no impairment of its goodwill occurred for the yearsyear ended December 31, 2015, 2014 and 2013.2016.

 

Advertising

 

Advertising expenses are charged to expense during the period in which they are incurred. Advertising expenses totaled $2,058,000$2,220,000 in 2015, $3,959,0002018, $1,696,000 in 2014,2017, and $3,458,000$1,296,000 in 2013.2016.

 

Insurance Expenses

 

RPC self insures,self-insures, up to certain policy-specified limits, certain risks related to general liability, workers’ compensation, vehicle and equipment liability, and employee health insurance plan costs. The estimated cost of claims under these self-insurance programs is estimated and accrued as the claims are incurred (although actual settlement of the claims may not be made until future periods) and may subsequently be revised based on developments relating to such claims. The portion of these estimated outstanding claims expected to be paid more than one year in the future 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 newly enacted Tax Cuts and Jobs Act required the revaluation of our deferred tax assets and liabilities to reflect the change in Federal income tax rates from 35 percent to 21 percent. The Company’s net deferred tax liability as of December 31, 2018 has been reduced through a discrete income tax provision adjustment of $19.3 million related to this rate change. 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.

The Company elected to early adopt the provisions of Accounting Standards Update 2015-17 that requires all deferred tax balances to be classified as non-current. Accordingly, net deferred tax balances have been reflected as a non-current liability in the accompanying balance sheet as of December 31, 2015. Deferred tax balances for prior periods have not been retrospectively adjusted.

 

Defined Benefit Pension Plan

 

The Company has a defined benefit pension plan that provides monthly benefits upon retirement at age 65 to eligible employees with at least one year of service prior to 2002. In 2002, the Company’s Board of Directors approved a resolution to cease all future retirement benefit accruals under the defined benefit pension plan. See Note 1011 for a full description of this plan and the related accounting and funding policies.

 

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, discloses the excess over capital in excess of par value as part of stock purchased and retired in the consolidated statements of stockholders’ equity.

 

 40 42 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2015, 20142018, 2017 and 20132016

 

Earnings per Share

 

FASB ASC Topic 260-10 “Earnings Per Share-Overall,” requires a basic earnings per shareBasic and diluted earnings per share presentation. The Company considers allare computed by dividing net income by the weighted average number of shares outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, to be participating securities. Theduring the respective periods. In addition, the Company has periodically issued share-based payment awards that contain non-forfeitable rights to dividends and are therefore are considered participating securities. See Note 1011 for further information on restricted stock granted to employees.

 

The basicRestricted shares of common stock (participating securities) outstanding and diluted calculations differ as a result of the dilutive effect of stock options, time lapse restricted shares and performance restricted shares included in diluted earnings per share, but excluded from basic (loss) earnings per share. Basic and diluted (loss) earnings per share are computed by dividing net (loss) income by the weighted average number of shares outstanding during the respective periods.

A reconciliation of weighted average shares outstanding along with the (losses) earnings per share attributable to restricted shares of common stock (participating securities) is as follows:

 

(In thousands except per share data ) 2015  2014  2013 
Net (loss) income available for stockholders: $(99,561) $245,193  $166,895 
Less:  Dividends paid            
Common stock  (33,120)  (90,231)  (86,282)
Restricted shares of common stock  (482)  (1,377)  (1,507)
(Over distributed loss) Undistributed earnings $(133,163) $153,585  $79,106 
             
Allocation of (over distributed loss) undistributed earnings:            
Common stock $(131,130) $151,049  $77,620 
Restricted shares of common stock  (2,033)  2,536   1,486 
             
Basic shares outstanding:            
Common stock  210,273   211,208   211,305 
Restricted shares of common stock  3,359   3,632   4,199 
   213,632   214,840   215,504 
Diluted shares outstanding :            
Common stock  210,273   211,208   211,305 
Dilutive effect of stock-based awards     1,049   1,229 
   210,273   212,257   212,534 
Restricted shares of common stock  3,359   3,632   4,199 
   213,632   215,889   216,733 
Basic (loss) earnings per share:            
Common stock:            
Distributed (loss) earnings $0.16  $0.43  $0.40 
(Over distributed loss) undistributed earnings  (0.63)  0.71   0.37 
  $(0.47) $1.14  $0.77 
Restricted shares of common stock:            
Distributed (loss) earnings $0.14  $0.38  $0.36 
(Over distributed loss) Undistributed earnings  (0.61)  0.70   0.35 
  $(0.47) $1.08  $0.71 
Diluted (loss) earnings per share:            
Common Stock:            
Distributed earnings $0.16  $0.43  $0.40 
Undistributed (loss) earnings  (0.63)  0.71   0.37 
  $(0.47) $1.14  $0.77 

(In thousands except per share data )

 2018  2017  2016 
Net income (loss) available for stockholders $175,402  $162,511  $(141,246)
Less: Adjustments for losses attributable to participating securities  (1,839)  (2,102)  (147)
Net income (loss) used in calculating per share amounts $173,563  $160,409  $(141,393)
             
Weighted average shares outstanding (including participating securities)  215,198   217,194   217,509 
Adjustment for participating securities  (2,453)  (2,891)  (3,282)
Shares used in calculating basic and diluted earnings (loss) per share  212,745   214,303   214,227 

 

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���sCompany’s investments are classified as available-for-sale securities with the exception of investments held in the non-qualified Supplemental Executive Retirement Plan (“SERP”) which are classified as trading securities. All of these securities are carried at fair value in the accompanying consolidated balance sheets. See Note 89 for additional information.

Stock-Based Compensation

Stock-based compensation expense is recognized for all share-based payment awards, net 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 11 for additional information.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued the following applicable Accounting Standards Updates (ASU):

Recently Adopted Accounting Standards:

Accounting Standards Update (ASU) No. 2014-09, Revenue from Contacts with Customers (Topic 606): On January 1, 2018, the Company adoptedASC 606, Revenue from Contracts with Customersand all the related amendments (“new revenue standard”) for all contracts using the modified retrospective method, with no cumulative-effect adjustment to retained earnings upon adoption since most of the Company’s services are primarily short-term in nature and the pattern of transfer under ASC 605 is consistent with the pattern of transfer when evaluated under ASC 606. The comparative information has not been restated and continues to be reported under the accounting standards that were in effect for those periods. The adoption of the new revenue standard did not have a material impact on our consolidated financial statements. See Note 2 for expanded disclosures.

ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.The amendments make targeted improvements to existing U.S. GAAP and affects accounting for equity investments and financial instruments and liabilities and related disclosures. The Company adopted these provisions in the first quarter of 2018 and recognize the change in fair value of its equity securities as part of other income. In addition, as of the beginning of the first quarter of 2018, the Company adjusted opening retained earnings to recognize the cumulative impact of the adoption of these amendments. The Company does not expect the adoption of these provisions to have an ongoing material impact on its consolidated financial statements.

 

 41 43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016

ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. The Company adopted these provisions in the first quarter of 2018 and has presented the accompanying statements of cash flow in conformity with these provisions. The Company does not expect the adoption of these provisions to have an ongoing material impact on its consolidated financial statements.

ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.The amendments require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments eliminate the exception for an intra-entity transfer of an asset other than inventory. The Company adopted these provisions in the first quarter of 2018, and since the Company’s intra-entity transfers of property, plant and equipment are carried out at net book values, the adoption did not have a material impact on its consolidated financial statements.

ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments provide a more robust framework to use in determining when a set of assets and activities is a business. The Company adopted these provisions in the first quarter of 2018 and will apply these provisions as it completes future acquisitions. The Company does not expect the adoption of these provisions to have an ongoing material impact on its consolidated financial statements.

ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.The provisions are applicable when there are changes to the terms or conditions of a share-based payment award. The amendments require an entity to apply modification accounting for the effects of changes to the terms and conditions of a share-based payment award unless certain conditions including fair value, vesting conditions and classification are met. The Company adopted these provisions in the first quarter of 2018 and will apply these provisions if changes to the terms or conditions of a share-based payment award are made. The Company does not expect the adoption of these provisions to have an ongoing material impact on its consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted:

To be adopted in 2019:

ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.The amendments provide an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded and require expanded disclosures regarding the Company’s accounting policy decisions on such reclassification. The amendments are effective starting in the first quarter of 2019, with early adoption permitted. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.The amendments expand the scope of ASU 718 to include share-based payments issued to nonemployees for goods or services, thereby substantially aligning the accounting for share-based payments to nonemployees and employees. The amendments are effective starting in the first quarter of 2019. The Company currently does not expect the adoption of these provisions to have a material impact on its consolidated financial statements.

Leases (Topic 842). Under this guidance, lessees will need to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease), at the commencement of the lease term. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to certain adjustments, including initial direct costs and lessor provided incentives. The Company adopted the standard on January 1, 2019 using the optional transition method and the cumulative-effect adjustment to the opening balance of retained earnings was not material. All of the Company’s leases are currently classified as operating leases and the Company expects to record approximately $47 million in right-of-use assets and lease liabilities from operating leases.

44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016

To be adopted in 2020 and later:

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.The amendments require the credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration to be presented as an allowance rather than a write-down. It also allows recording of credit loss reversals in current period net income. The amendments are effective starting in the first quarter of 2020 with early application permitted a year earlier. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments are effective for annual or any interim goodwill impairment tests beginning in 2020 applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.The amendments reduce the complexity for the accounting for costs of implementing a cloud computing service arrangement and align the requirements for capitalizing implementation costs that are incurred in a hosting arrangement that is a service contract with the costs incurred to develop or obtain internal-use software. The provisions may be applied prospectively or retrospectively. The amendments are effective starting in the first quarter of 2020, with early adoption permitted. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

Note 2: 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 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 13.

RPC contracts with its customers to provide the following services by reportable segment:

Technical Services

·Includes pressure pumping, downhole tools services, coiled tubing, nitrogen, snubbing and other oilfield related services including wireline, well control, fishing and pump down services.

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016

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 oilfield pipe inspection services, pipe management and pipe storage; well control training and consulting.

Our contracts with customers are generally very short-term in nature and generally consist of a single performance obligation – the provision of oil field services.

Payment terms

RPC’s contracts with the customer states 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 13 for disaggregation of revenue by operating segment and services offered in each of them and by geographic regions. Timing of revenue recognition for each of the periods presented is shown below:

(in thousands) 2018  2017  2016 
Oil field services transferred at a point in time $-  $-  $- 
Oil field services transferred over time  1,721,005   1,595,227   728,974 
Total revenues $1,721,005  $1,595,227  $728,974 

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 Sheets are shown below:

(in thousands) 2018  2017 
Unbilled trade receivables $56,408  $68,494 

Substantially all of the unbilled trade receivables as of December 31, 2018 and December 31, 2017 were invoiced during the following quarter.

46 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2015, 2014 and 2013

Stock-Based Compensation

Stock-based compensation expense is recognized for all share-based payment awards, net of an estimated forfeiture rate. 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 10 for additional information.

Recent Accounting Pronouncements

During the year ended December 31, 2015, the Financial Accounting Standards Board (FASB) issued the following applicable Accounting Standards Updates (ASU):

Recently Adopted Accounting Pronouncements:

Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.The amendments in the ASU require that only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Examples include a disposal of a major geographic area, a major line of business, or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The Company adopted these provisions in the first quarter of 2015 and the adoption did not have a material impact on the Company’s consolidated financial statements.

Accounting Standards Update No. 2015-15, Interest—Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.In April 2015, the FASB issued ASU No. 2015-03,Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires the presentation of debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff has approved deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company currently reports its debt issuance costs as part of non-current other assets and therefore is in compliance with this guidance.

Accounting Standards Updates No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The amendments in this ASU eliminates the current requirement to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet and now requires that all deferred tax assets and liabilities be classified as noncurrent.The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, with early application permitted. The Company elected to early adopt the provisions of this ASU and classified its deferred tax balances as a non-current liability as of December 31, 2015. Deferred tax balances for prior periods have not been retrospectively adjusted.

Recently Issued Accounting Pronouncements Not Yet Adopted:

Accounting Standards Update No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments in this ASU eliminate the requirement to retrospectively account for those adjustments.Instead, an acquirer is required to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. All of the changes are to be recorded in the reporting period and calculated as if the accounting had been completed at the acquisition date and either disclosed on the face of the income statement or in the notes by each category. These amendments are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments are to be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. The Company plans to adopt the provisions in the first quarter of 2016 for all business combinations completed thereafter and currently does not expect the adoption to have a material impact on its consolidated financial statements.

42 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31 2015, 2014 and 2013

Accounting Standards Update No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory.Current guidance requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The amendments in this ASU simplify the measurement process and allows inventory to be measured at lower of cost or net realizable value and eliminates the market requirement. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendments do not apply to inventory that is measured using last-in, first-out or the retail inventory method. The amendments are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments are to be applied prospectively with earlier application permitted. The Company plans to adopt the provisions in the first quarter of2018, 2017 and currently does not expect the adoption to have a material impact on its consolidated financial statements.

Accounting Standards Update No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The amendments apply to the fair value of an investment that is measured using the net asset value per share (or its equivalent) practical expedient. The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient.The amendments are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years and are required to be applied retrospectively to all periods presented, with earlier application permitted. The Company plans to adopt the provisions in the first quarter of 2016 and currently does not expect the adoption to have a material impact on its consolidated financial statements.

Accounting Standards Update No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments should be applied on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. These disclosures include the nature of and reason for the change in accounting principle, the transition method, a description of the prior-period information that has been retrospectively adjusted, and the effect of the change on the financial statement line items (i.e., debt issuance cost asset and the debt liability). The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments is permitted for financial statements that have not been previously issued. The Company plans to adopt the provisions in the first quarter of 2016 and currently does not expect the adoption to have a material impact on its consolidated financial statements.

Accounting Standards Update No. 2014-15, Presentation of Financial Statements —Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.The provisions in this ASU are intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Currently, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. This going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. This ASU provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern and the related footnote disclosures. The amendments are effective for the year ending December 31, 2016, and for interim periods beginning the first quarter of 2017, with early application permitted. The Company plans to adopt these provisions in the first quarter of 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about its ability to continue as a going concern. The Company currently does not expect the adoption to have a material impact on its consolidated financial statements.

Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606).This ASU affects any entity using U.S. GAAP that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply a five step process – (i) identifying the contract(s) with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The Company plans to adopt these provisions in the first quarter of 2018 in accordance with ASU 2015-14 that deferred the effective date of ASU 2014-09 for all entities by one year. The Company is currently evaluating the impact of these provisions on its consolidated financial statements.

43 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31 2015, 2014 and 2013

 

Note 2:3: Accounts Receivable

 

Accounts receivable, net consists of the following:

 

December 31, 2015  2014  2018  2017 
(in thousands)             
Trade receivables:                
Billed $190,567  $521,693  $266,660  $296,588 
Unbilled  40,731   125,363   56,408   68,494 
Other receivables  11,494   3,025   5,278   17,242 
Total  242,792   650,081   328,346   382,324 
Less: allowance for doubtful accounts  (10,605)  (15,351)  (4,813)  (4,471)
Accounts receivable, net $232,187  $634,730  $323,533  $377,853 

 

Trade receivables relate to sale of ourrevenues generated from equipment and services, and products, 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 consistconsists primarily of net amounts receivable from an agent, that operates internationally, as well as amounts due from purchasesthe favorable resolution of Company propertystate tax audits and rebates due from suppliers.

 

Changes in the Company’s allowance for doubtful accounts are as follows:

 

Years Ended December 31, 2015  2014  2018  2017 
(in thousands)             
Beginning balance $15,351  $13,497  $4,471  $2,553 
Bad debt  (2,958)  2,280 
Bad debt expense  588   1,441 
Accounts written-off  (2,825)  (1,225)  (260)  (105)
Recoveries  1,037   799   14   582 
Ending balance $10,605  $15,351  $4,813  $4,471 

 

Note 3:4: Inventories

 

Inventories are $128,441,000$130,083,000 at December 31, 20152018 and $155,611,000$114,866,000 at December 31, 20142017 and consist of raw materials, parts and supplies. The reserve for obsolete and slow moving inventory is $10,168,000 at December 31, 2018 and $3,875,000 at December 31, 2017.

 

Note 4:5: Property, Plant and Equipment

 

Property, plant and equipment are presented at cost net of accumulated depreciation and consist of the following:

 

December 31, 2015  2014  2018  2017 
(in thousands)             
Land $19,056  $18,563  $21,159  $19,991 
Buildings and leasehold improvements  142,715   134,994   140,269   138,072 
Operating equipment  1,440,508   1,425,846   1,429,906   1,419,670 
Computer software  19,650   19,005   24,619   23,017 
Furniture and fixtures  8,043   7,835   7,606   7,656 
Vehicles  480,899   479,628   528,250   494,833 
Construction in progress  6   2,675 
Gross property, plant and equipment  2,110,877   2,088,546   2,151,809   2,103,239 
Less: accumulated depreciation  (1,422,542)  (1,239,163)  (1,633,827)  (1,659,311)
Net property, plant and equipment $688,335  $849,383  $517,982  $443,928 

 

Depreciation expense was $274.4$166.2 million in 2015, $233.42018, $166.9 million in 2014,2017, and $215.4$220.6 million in 2013,2016, and includes amounts recorded as costs of sales and inventory.revenues. There were no capital leases outstanding as of December 31, 20152018 and December 31, 2014.2017. The Company had accounts payable for purchases of property and equipment of $2.4$14.8 million as of December 31, 2015, $38.52018, $7.1 million as of December 31, 2014,2017, and $19.7$3.4 million as of December 31, 2013.2016.

 

 44 47 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2015, 20142018, 2017 and 20132016

 

Effective January 1, 2015, the Company reassessed the useful life of a specific component of its pressure pumping equipment. Prior to January 1, 2015, this component was recorded as property, plant and equipment and depreciated over an expected useful life of 18 months. As a result of this reassessment, the Company has concluded that this component is no longer a long-lived asset, but instead a consumable supply inventory item. Accordingly, effective January 1, 2015, the cost of this component is being expensed as repairs and maintenance as part of cost of revenues at the time of installation. Management deemed the change preferable because it more closely reflects the pattern of consumption of this component as a result of continual increases in wear and tear resulting from harsher geological environments.

This change was accounted for as a change in accounting estimate effected by a change in accounting principle. The net impact of this change in accounting estimate effected by a change in accounting principle on operating income and net income is not material. The change has resulted in an increase in the cost of revenues of $41,919,000 during 2015, while loss on dispositions and depreciation expense relating to this component decreased by a comparable amount during the period. Additionally, due to the change in accounting estimate effected by a change in accounting principle, purchases and deployment of this component will no longer be reflected as a capital expenditure under the investing activities section in the consolidated statement of cash flows, but instead will be reflected within cash flows from operating activities. The remaining net book value of these components at December 31, 2014 was $16,406,000 and was depreciated over an estimated weighted average remaining useful life of approximately 12 months. Loss on disposition related to this component totaled $21,408,000 in 2014.

Note 5:6: Income Taxes

 

The following table lists Tax Cuts and Jobs Act (“the Act”) effective January 1, 2018, included a reduction to the US federal tax rate from 35 percent to 21 percent, a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, adjustment of deferred tax assets and liabilities for the new corporate tax rate, and adjustments to deductible compensation of our executive officers. The Act also imposes a new tax on foreign earnings and profits in excess of a deemed return on tangible assets of foreign subsidiaries referred to as Global Low Taxed Intangible Income (“GILTI”), a new tax on certain payments between a U.S. corporation and its foreign subsidiaries referred to as Base Erosion and Anti-Abuse Minimum Tax (“BEAT”), and a tax deduction on certain qualifying income related to export sales of property or services referred to as Foreign Derived Intangible Income (“FDII”).

The Company applied the guidance in SAB 118 when accounting for the enactment-date effects of the Act in 2017 and throughout 2018. In 2017, the Company recorded a discrete tax benefit of $19.3 million related to the enactment-date effects of the Act that included adjustments to the Company’s net deferred tax liabilities. In 2018, the Company adjusted the enactment-date provisional amounts by decreasing tax expense by an additional $5.1 million, recorded as a discrete tax benefit. These adjustments were recorded as components of income tax expense from continuing operations. As of December 31, 2018, the provisionCompany has completed its accounting for all of the enactment-date income taxes:tax effects of the Act. Discussion of specific provisions of the Act follows:

 

Years ended December 31, 2015  2014  2013 
(in thousands)         
Current (benefit) provision:            
Federal $(24,727) $119,074  $104,890 
State  (3,638)  19,858   15,627 
Foreign  7,898   2,907   1,918 
Deferred (benefit) provision:            
Federal  (31,178)  11,514   (12,025)
State  (1,835)  840   (1,035)
Total income tax (benefit) provision $(53,480) $154,193  $109,375 

One-time transition tax

 

Reconciliation betweenThe one-time transition tax is based on the federal statutory rateCompany’s total post-1986 foreign earnings and RPC’sprofits (E&P), a tax that was previously deferred until repatriation of those earnings and profits. At December 31, 2017, the Company estimated the one-time transitional tax to be not material and no provision was included as a component of tax expense in 2017.

Based on further analysis of the Act, and notices and regulations issued by the US Department of the Treasury and the Internal Revenue Service, the Company concluded that the tax impact of the Act from un-repatriated earnings and profits of our foreign subsidiaries was not material.

Executive compensation arrangements

As of December 31, 2017, we evaluated the deductibility of our executive compensation arrangements and the related impacts on both current and deferred taxes based on the guidance that was available at that time. At December 31, 2017, we recorded tax expense related to executive compensation of approximately $1.3 million. During 2018, with additional guidance from the US Department of Treasury and the Internal Revenue Service, we refined our calculations, and reduced our 2017 provisional expense by approximately $0.5 million.

GILTI

Our analysis at December 31, 2017, related to GILTI was incomplete, and therefore did not record a GILTI-related adjustment. Under FASB guidance, the Company elected to treat tax related to GILTI as a period expense rather than create a deferred tax for the temporary differences that are expected to reverse in future years. As of December 31, 2018, the impact of the Act on the Company related to Global Low Taxed Intangible Income was not material.

BEAT

The Company has analyzed the Act’s provisions related to Base Erosion and Profit Shifting, and has determined the impact to our financial statements to be not material. No provision was included as a component of tax expense in either 2017 or 2018.

In summary, due to the complexity of the FDII, GILTI, and BEAT provisions of the Act, the Company is continuing to evaluate their impact in 2018. At this time, the Company has incorporated its best estimate for each of these provisions within the annual effective tax rate isfor 2018. The Company will continue to monitor developments as follows:new information becomes available with respect to each of FDII, GILTI or BEAT and anticipates refining the calculations in connection with the filing of its 2018 US federal income tax return.

Years ended December 31, 2015  2014  2013 
Federal statutory rate  35.0%  35.0%  35.0%
State income taxes, net of federal benefit     3.3   3.8 
Tax credits  0.3   (0.7)  (0.3)
Non-deductible expenses  (1.3)  0.4   0.5 
Other  0.9   0.6   0.6 
Effective tax rate  34.9%  38.6%  39.6%

 

 45 48 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2015, 20142018, 2017 and 20132016

The following table lists the components of the provision (benefit) for income taxes:

Years ended December 31, 2018  2017  2016 
(in thousands)         
Current provision (benefit):            
Federal $13,708  $95,995  $(43,993)
State  3,932   13,966   (24,479)
Foreign  6,843   2,953   4,567 
Deferred provision (benefit):            
Federal  23,203   (39,710)  (31,505)
State  (1,808)  (2,899)  (2,704)
Total income tax provision (benefit) $45,878  $70,305  $(98,114)

Reconciliation between the federal statutory rate and RPC’s effective tax rate is as follows:

Years ended December 31, 2018  2017  2016 
Federal statutory rate  21.0%  35.0%  35.0%
State income taxes, net of federal benefit  2.6   1.9   1.3 
Tax credits  (0.1)  (0.7)  0.1 
Non-deductible expenses  1.8   2.0   (0.7)
Change in contingencies        6.6 
Adjustments related to the Act  (2.3)  (8.3)   
Adjustments related to vesting of restricted stock  (0.8)  (1.2)   
Other  (1.5)  1.5   (1.3)
Effective tax rate  20.7%  30.2%  41.0%

 

Significant components of the Company’s deferred tax assets and liabilities are as follows:

 

December 31, 2015  2014  2018  2017 
(in thousands)          
Deferred tax assets:                
Self-insurance $7,274  $7,675  $5,055  $4,660 
Pension  12,048   12,555   7,261   8,730 
State net operating loss carry forwards  370   451 
Bad debts  4,041   5,755 
State net operating loss carryforwards  1,663   4,048 
Bad debt  1,291   1,149 
Accrued payroll  1,330   2,833   1,416   1,117 
Stock-based compensation  5,885   5,583   3,501   3,612 
Foreign tax credits     3,592 
All others  4,704   2,121   3,166   1,681 
Valuation allowance  (276)  (2)  (445)  (3,994)
Gross deferred tax assets  35,376   36,971   22,908   24,595 
Deferred tax liabilities:                
Depreciation  (137,606)  (172,813)  (71,647)  (53,119)
Goodwill amortization  (8,887)  (7,974)  (6,587)  (6,450)
Basis differences in consolidated limited liability company  (4,636)  (4,102)
Basis differences in joint ventures  (408)  (355)
All others  (4,378)  (3,739)  (5)  (6)
Gross deferred tax liabilities  (150,871)  (184,526)  (83,283)  (64,032)
Net deferred tax liabilities $(115,495) $(147,555) $(60,375) $(39,437)

49

 

As ofNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2015, undistributed earnings of the Company's foreign subsidiaries totaled $12.6 million. Additional U.S. taxes due upon full repatriation would be approximately $500 thousand. However, those earnings are considered to be indefinitely reinvested2018, 2017 and accordingly, no U.S. federal and state income taxes have been provided thereon. Upon distribution of these earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes and withholding taxes payable to the foreign countries. 2016

The Company's current intention is to permanently reinvest funds held in our foreign subsidiaries outside of the U.S., with the possible exception of repatriation of funds that have been previously subject to U.S. federal and state taxation or when it would be tax effective through the utilization of foreign tax credits, or would otherwise create no additional U.S. tax cost.

 

As of December 31, 2015,2018, the Company has net operating loss carry forwardscarryforwards related to state income taxes of approximately $9.6$27.6 million (gross) that will expire between 20162019 and 2034.2035. As of December 31, 2015,2018, the Company has a valuation allowance of approximately $280$390 thousand, representing the tax affectedtax-affected amount of loss carry forwardscarryforwards that the Company does not expect to utilize, against the corresponding deferred tax asset.

 

Additionally, as of December 31, 2018, the Company has capital loss carryforwards of $56 thousand that are not expected to be utilized, and have a full valuation allowance against the corresponding deferred tax assets.

Total net income tax payments (refunds) payments were $(7.9)$18.0 million in 2015, $152.22018, $98.0 million in 2014,2017, and $122.9$(42.4) million in 2013.2016.

 

The Company and its subsidiaries are subject to U.S. federal and state income taxes in multiple jurisdictions. In many cases, our uncertain tax positions are related to tax years that remain open and subject to examination by the relevant taxing authorities. TheIn general, the Company’s 20122015 through 20152018 tax years remain open to examination. Additional years may be open to the extent attributes are being carried forward to an open year.

In 2015,March 2017, the Internal Revenue Service (IRS) completedinitiated an examination of the Company’s U.S. federal income tax return and related mattersFederal Income Tax Returns for the 2011 tax year that yielded no adjustments.years 2013 through 2016. The IRS concluded it examinations, without adjustment, in the fourth quarter 2018.

 

During 2015As of December 31, 2018 and 2014, the Company recognized an increase in its2017, our liability for unrecognized tax benefits in the current year related primarily to refund claims filed for state income taxes. Iftaxes did not change and remained at $2,215,000, and is recognized as a component of other long-term liabilities in the accompanying consolidated balance sheet. The liability, if recognized, would affect our effective rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

 2015  2014  2018  2017 
Balance at January 1 $23,267,000  $16,345,000  $2,215,000  $2,215,000 
Additions based on tax positions related to the current year  2,171,000   5,193,000       
Additions for tax positions of prior years  714,000   1,729,000       
Reductions for tax positions of prior years      
Balance at December 31 $26,152,000  $23,267,000  $2,215,000  $2,215,000 

 

The Company’s policy is to record interest and penalties related to income tax matters as income tax expense. Accrued interest and penalties as of December 31, 20152018 and 20142017 were approximately $411$263 thousand and $146$193 thousand, respectively.

46 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31 2015, 2014 and 2013

 

It is reasonably possible that the amount of the unrecognized tax benefits with respect to our unrecognized tax positions will significantlyincrease or decrease in the next 12 months. These changes may result from, among other things, state tax settlements under voluntary disclosure agreements, or conclusions of ongoing examinations or reviews, however,reviews. However, quantification of an estimated range cannot be made at this time.

 

The Protecting Americans from Tax Hikes Act of 2015 (“PATH”) was signed into law on December 18, 2015 and retroactively reinstated the bonus depreciation deduction for 2015 and future years. The acceleration of deductions on 2015 qualifying capital expenditures resulting from the bonus depreciation provision had no impact on our 2015 effective tax rate.

In September 2013, the U.S. Department of the Treasury issued final regulations under Internal Revenue Code Sections 162(a), 263(a), and 168 that provide guidance on the deduction and capitalization of expenditures related to tangible property. Adoption of these regulations required certain mandatory and elective accounting methods with respect to property and equipment, inventory and supplies. RPC adopted these regulations as of January 1, 2014 and filed all required method changes. The adoption resulted in accelerated deductions totaling approximately $21.8 million (gross) for assets placed in service before December 31, 2013, approximately $16.2 million (gross) for assets placed in service during 2014, and approximately $13.5 million (gross) for assets placed in service in 2015.

Note 6:7: Long-Term Debt

 

The Company has a revolving credit facility with BancBank of America Securities, LLC, SunTrust Robinson Humphrey, Inc., and Regions Capital Markets as Joint Lead Arrangers and Joint Book Managers, and a syndicate offive other lenders. The facility has a general term of five years andlenders which provides for an unsecureda line of credit of up to $125 million, including a $50$35 million letter of credit subfacility, and a $35 million swingline subfacility. The revolving credit 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 percent owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of RPCthe Company and its subsidiaries. TheCertain of the Company’s minor subsidiaries that are not guarantors are considered minor.guarantors.

 

On November 30, 2015,July 26, 2018, the Company gave noticeentered into Amendment No. 4 to Credit Agreement (the “Amendment”). The Amendment, among other matters, replaces the syndicate it was reducingexisting minimum tangible net worth covenant with the sizefollowing covenants: (i) when RPC’s trailing four quarter EBITDA (as calculated under the Credit Agreement) is equal to or greater than $50 million, a maximum consolidated leverage ratio of 2.50:1.00 and a minimum debt service coverage ratio of 2.00:1.00, and (ii) otherwise, a minimum tangible net worth covenant of no less than $600 million. The Amendment additionally (1) extends the facility, which was previously $350 million, to $125 million. No other terms were changed.

OnCredit Agreement maturity date from January 17, 2014, the Company amended the revolving credit facility extending the maturity date of all the2019 to July 26, 2023, (2) eliminates any borrowing base limitations on revolving loans from August 31, 2015 to January 17, 2019.  Interest rates on the amended loans were reduced by 0.125% at all pricing levelswhen RPC’s trailing four quarter EBITDA (as calculated under the amended revolvingCredit Agreement) is equal to or greater than $50 million, (3) reduces the commitment fees payable by RPC by 7.5 basis points at each pricing level and (4) reduces the letter of credit facility.  The amount of the swing line sub-facility as a result of the amendment was increasedsublimit from $25$50 million to $35 million. RPC incurred commitment fees and other debt related costs associated with the amendmentAs of approximately $0.7 million. 

The Company has incurred loan origination fees and other debt related costs associated with the revolving credit facility in the aggregate of approximately $3.0 million.  These costs, net of amounts written off as a result of the reduction in the revolving credit facility in 2015, are being amortized to interest expense over the remaining term of the five year loan, and the net amount of $0.3 million at December 31, 2015 is classified as non-current other assets.

Revolving loans under2018, the Revolving Credit Agreement bear interest at one of the following two rates, at the Company's election:

·the Base Rate, which is the highest of Bank of America’s "prime rate" for the day of the borrowing, a fluctuating rate per annum equal to the Federal Funds Rate plus 0.50%, and a rate per annum equal to the one (1) month LIBOR rate plus 1.00%; in each case plus a margin that ranges from 0.125% to 1.125% based on a quarterly debt covenant calculation; or

·with respect to any Eurodollar borrowings, Adjusted LIBOR (which equals LIBOR as increased to account for the maximum reserve percentages established by the U.S. Federal Reserve) plus a margin ranging from 1.125% to 2.125%, based upon a quarterly debt covenant calculation. 

In addition, the Company pays an annual fee ranging from 0.225% to 0.325%, based on a quarterly debt covenant calculation, on the unused portion of the credit facility.

The revolving credit facility contains customary terms and conditions, including certain financial covenants and restrictions on indebtedness, dividend payments, business combinations and other related items. Further, the revolving credit facility contains financial covenants limiting the ratio of the Company's consolidated debt-to-EBITDA to no more than 2.5 to 1, and limiting the ratio of the Company's consolidated EBITDA to debt service coverage to no less than 2 to 1. The Company was in compliance with these covenants for the year ended December 31, 2015.covenants.

 

 47 50 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2015, 20142018, 2017 and 20132016

Revolving loans under the amended revolving credit facility bear interest at one of the following two rates at the Company’s election:

·The Eurodollar Rate, which is the rate per annum equal to the London Interbank Offering Rate (“LIBOR”); plus, a margin ranging from 1.125% to 2.125%, based on a quarterly consolidated leverage ratio calculation; 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 Eurodollar Rate plus 1.00%; in each case plus a margin that ranges from 0.125% to 1.125% based on a quarterly consolidated leverage ratio calculation.

In addition, the Company pays an annual fee ranging from 0.15% to 0.25%, based on a quarterly consolidated leverage ratio calculation, on the unused portion of the credit facility.

The Company has incurred total loan origination fees and other debt related costs associated with this revolving credit facility in the aggregate of approximately $3.3 million. These costs are being amortized to interest expense over the remaining term of the loan, and the remaining net balance of $0.3 million at December 31, 2018 is classified as part of non-current other assets.

 

As of December 31, 2015,2018, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaling $29.3totaled $19.5 million; therefore, a total of $95.7$105.5 million of the facility was available underavailable. Interest incurred, which includes facility fees on the unused portion of the revolving credit facility. Interest incurredfacility and the amortization of loan cost, and interest paid on the credit facility interest capitalized related to facilities and equipment under construction, and the related weighted average interest rates were as follows for the periods indicated:

 

Years Ended December 31, 2015  2014  2013 
(in thousands except interest rate data)         
Interest incurred $1,913  $2,295  $2,090 
Capitalized interest $534  $563  $935 
Interest paid (net of capitalized interest) $1,169  $1,314  $618 
Weighted average interest rate  2.2%  2.2%  3.7%

 

Years Ended December 31,

 2018  2017  2016 
(in thousands)         
Interest incurred $390  $415  $449 
Interest paid $241  $181  $284 

51

 

On January 4,NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016 the Company entered into a one year $35 million uncommitted letter of credit facility with Bank of America, N.A; accordingly, $125 million is now available under the revolving credit facility. Under the terms of the letter of credit facility, the Company will pay 0.75% per annum on outstanding letters of credit. No origination fees were incurred in connection with this facility.

 

Note 7:8: Accumulated Other Comprehensive (Loss) Income

 

Accumulated other comprehensive (loss) income consists of the following (in thousands):

 

 

Pension  

Adjustment

 

Unrealized  

Gain (Loss) On

Securities

  Foreign
Currency Translation
  Total  Pension  
Adjustment
  Unrealized 
Gain (Loss) On
Securities
  Foreign
Currency
Translation
  Total 
Balance at December 31, 2013 $(9,760) $10  $(365) $(10,115)
Change during 2014:                
Before-tax amount  (10,745)  (170)  (1,124)  (12,039)
Tax benefit  3,922   62      3,984 
Reclassification adjustment, net of taxes:                
Amortization of net loss(1)  337         337 
Total activity in 2014  (6,486)  (108)  (1,124)  (7,718)
Balance at December 31, 2014  (16,246)  (98)  (1,489)  (17,833)
Change during 2015:                
Balance at December 31, 2016 $(15,503) $39  $(2,638) $(18,102)
Change during 2017:                
Before-tax amount  1,621   (16)  (1,801)  (196)  776   (38)  391   1,129 
Tax (expense) benefit  (592)  6      (586)  (283)  14      (269)
Reclassification adjustment, net of taxes:                                
Realized loss on securities     144      144             
Amortization of net loss(1)  502         502   540         540 
Total activity in 2015  1,531   134   (1,801)  (136)
Balance at December 31, 2015 $(14,715) $36  $(3,290) $(17,969)
Total activity in 2017  1,033   (24)  391   1,400 
Balance at December 31, 2017 $(14,470) $15  $(2,247) $(16,702)
Change during 2018:                
Before-tax amount  (2,712)  (15)  (621)  (3,348)
Tax (expense) benefit  665         665 
Reclassification adjustment, net of taxes:                
Realized loss on securities            
Amortization of net loss(1)  639         639 
Total activity in 2018  (1,408)  (15)  (621)  (2,044)
Balance at December 31, 2018 $(15,878) $  $(2,868) $(18,746)

(1)Reported as part of selling, general and administrative expenses.

 

Note 8:9: 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.

 

48 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31 2015, 2014 and 2013

The following table summarizes the valuation of financial instruments measured at fair value on a recurring basis on the balance sheet as of December 31, 20152018 and 2014:2017:

 

 Fair Value Measurements at December 31, 2015 with:  Fair Value Measurements at December 31, 2018 with: 
(in thousands) Quoted prices in
active markets for
identical assets
 Significant other
observable inputs
 Significant
unobservable inputs
  Total Quoted prices in
active markets
for identical
assets
 Significant
other
observable
inputs
 Significant
unobservable
inputs
 
 (Level 1) (Level 2) (Level 3)    (Level 1) (Level 2) (Level 3) 
Assets:                            
Trading securities $  $16,081  $ 
Available-for-sale securities – equity securities $259  $  $  $211  $211  $  $ 
            
 Fair Value Measurements at December 31, 2014 with: 
(in thousands) Quoted prices in
active markets for
identical assets
 Significant other
observable inputs
 Significant
unobservable inputs
 
 (Level 1) (Level 2) (Level 3) 
Assets:            
Trading securities $  $16,491  $ 
Available-for-sale securities – equity securities $275  $  $ 
Investments measured at net asset value - trading securities $22,815             

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016

  Fair Value Measurements at December 31, 2017 with: 
(in thousands) Total  Quoted prices in
active markets
for identical
assets
  

Significant
other

observable
inputs

  

Significant

unobservable
inputs

 
     (Level 1)  (Level 2)  (Level 3) 
Assets:                
Available-for-sale securities – equity securities $270  $270  $  $ 
Investments measured at net asset value - trading securities $23,463             

 

The Company determines the fair value of marketable securities classified as available-for-sale 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. Marketable securities classified as trading are comprised of the SERP assets, as described in Note 10,11, 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 company. Significant observable inputs, in addition to quoted market prices, were used to value the trading securities. As a result, the Company measured the fair value of these investments using level 2 inputs. The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the year ended December 31, 20152018 there were no significant transfers in or out of levels 1, 2 or 3.

 

Under the Company’s revolving credit facility, there was no balance outstanding at December 31, 2015. The balance outstanding at December 31, 2014 was $224,500,000,2018 and 2017. Outstanding balances based on the quote from the lender (level 2 inputs) is similar to the fair value atas of the same date. The borrowings under our revolving credit facility bear variable interest rates as described in Note 6.7. The Company is subject to interest rate risk 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 or not it will elect this option for financial instruments it may acquire in the future.

 

Note 9:10: Commitments and Contingencies

Lease Commitments - Minimum annual rentals, principally for noncancelable real estate and equipment leases with terms in excess of one year, in effect at December 31, 2015,2018, are summarized in the following table:

 

(in thousands)      
2016 $12,013 
2017  10,974 
2018  9,823 
2019  7,521  $11,819 
2020  4,708   10,651 
2021  7,758 
2022  5,618 
2023  2,929 
Thereafter  7,406   6,170 
Total rental commitments $52,445  $44,945 

 

Total rental expense, including short-term rentals, charged to operations was $20,658,000$21,576,000 in 2015, $22,968,0002018, $17,112,000 in 2014,2017, and $20,582,000$15,723,000 in 2013.2016.

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.

49 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31 2015, 2014 and 2013

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. Any probable and estimable assessment costs are included in accrued state, local and other taxes.

Litigation- RPC is a party to various routine legal proceedings primarily involving commercial claims, 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. While the outcome of these lawsuits, legal proceedings and claims cannot be predicted with certainty, management, after consultation with legal counsel, believes that it is not reasonably possible that the outcome of all such proceedings, even if determined adversely, would have a material adverse effect on the Company’s business or financial condition.

53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016

 

Note 10:11: Employee Benefit Plans

 

Defined Benefit Pension Plan

 

The Company’s Retirement Income Plan, a trusteed defined benefit pension plan, provides monthly benefits upon retirement at age 65 to substantially all employees with at least one year of service prior to 2002. During 2001, the plan became a multiple employer plan, with Marine Products Corporation as an adopting employer.

 

The Company’s projected benefit obligation exceeds the fair value of the plan assets under its pension plan by $12.0$5.1 million and thus the plan was under-funded as of December 31, 2015.2018. The following table sets forth the funded status of the Retirement Income Plan and the amounts recognized in RPC’s consolidated balance sheets:

 

December 31, 2015  2014  2018  2017 
(in thousands)          
Accumulated benefit obligation at end of year $42,894  $47,410  $43,417  $46,397 
                
CHANGE IN PROJECTED BENEFIT OBLIGATION:                
Benefit obligation at beginning of year $47,410  $37,528  $46,397  $44,315 
Service cost            
Interest cost  1,898   1,946   1,832   1,932 
Amendments            
Actuarial loss (gain)  (4,593)  9,725 
Actuarial loss  (2,658)  2,206 
Benefits paid  (1,821)  (1,789)  (2,154)  (2,056)
Projected benefit obligation at end of year $42,894  $47,410  $43,417  $46,397 
CHANGE IN PLAN ASSETS:                
Fair value of plan assets at beginning of year $32,622  $32,426  $38,050  $34,745 
Actual return on plan assets  (714)  1,220   (2,532)  5,361 
Employer contribution  850   765   5,000    
Benefits paid  (1,821)  (1,789)  (2,154)  (2,056)
Fair value of plan assets at end of year $30,937  $32,622  $38,364  $38,050 
        
Funded status at end of year $(11,957) $(14,788) $(5,053) $(8,347)

December 31, 2018  2017 
(in thousands)      
AMOUNTS (PRE-TAX) RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) CONSIST OF:        
Net loss $24,650  $22,762 
Prior service cost (credit)      
Net transition obligation (asset)      
  $24,650  $22,762 

The accumulated benefit obligation for the Retirement Income Plan at December 31, 2018 and 2017 has been disclosed above. The Company uses a December 31 measurement date for this qualified plan.

 

 50 54 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2015, 20142018, 2017 and 20132016

December 31, 2015  2014 
(in thousands)      
AMOUNTS RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS CONSIST OF:        
Noncurrent assets $  $ 
Current liabilities      
Noncurrent liabilities  (11,957)  (14,788)
  $(11,957) $(14,788)

December 31, 2015  2014 
(in thousands)      
AMOUNTS (PRE-TAX) RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) CONSIST OF:        
Net loss (gain) $23,172  $25,583 
Prior service cost (credit)      
Net transition obligation (asset)      
  $23,172  $25,583 

The accumulated benefit obligation for the Retirement Income Plan at December 31, 2015 and 2014 has been disclosed above. The Company uses a December 31 measurement date for this qualified plan.

 

Amounts recognized in the consolidated balance sheets consist of:

 

December 31, 2015  2014  2018  2017 
(in thousands)          
Funded status $(11,957) $(14,788)
Funded status of the Retirement Income Plan $(5,053) $(8,347)
SERP liability  (21,052)  (19,611)  (24,585)  (27,288)
Long-term pension liability $(33,009) $(34,399)
Long-term pension liabilities $(29,638) $(35,635)

 

RPC’s funding policy is to contribute to the defined benefit pension plan the amount required, if any, under the Employee Retirement Income Security Act of 1974. Amounts contributed to the plan totaled $850,000$5.0 million in 20152018 and $765,000no contributions were made in 2014.2017.

 

The components of net periodic benefit cost of the Retirement Income Plan are summarized as follows:

 

Years ended December 31, 2015  2014  2013  2018  2017  2016 
(in thousands)              
Service cost for benefits earned during the period $  $  $  $  $  $ 
Interest cost on projected benefit obligation  1,898   1,946   1,741   1,832   1,932   2,006 
Expected return on plan assets  (2,259)  (2,240)  (2,043)  (2,837)  (2,356)  (2,131)
Amortization of net loss  790   531   784   824   851   799 
Net periodic benefit plan cost $429  $237  $482  $(181) $427  $674 

 

The Company recognized pre-tax (increases) decreases to the funded status in accumulated other comprehensive loss of $(2,411,000)$1,888,000 in 2015, $10,214,0002018, $(1,650,000) in 2014,2017, and $(7,760,000)$1,240,000 in 2014.2016. There were no previously unrecognized prior service costs as of December 31, 2015, 20142018, 2017 and 2013.2016. The pre-tax amounts recognized in accumulated other comprehensive loss for the years ended December 31, 2015, 20142018, 2017 and 20132016 are summarized as follows:

 

(in thousands) 2015  2014  2013 
Net loss (gain) $(1,621) $10,745  $(6,976)
Amortization of net loss  (790)  (531)  (784)
Net transition obligation (asset)         
Amount recognized in accumulated other comprehensive loss $(2,411) $10,214  $(7,760)

51 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31 2015, 2014 and 2013

(in thousands) 2018  2017  2016 
Net (gain) loss $2,712  $(799) $2,039 
Amortization of net loss  (824)  (851)  (799)
Net transition obligation (asset)         
Amount recognized in accumulated other comprehensive loss $1,888  $(1,650) $1,240 

 

The amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost in 20162019 are as follows:

 

(in thousands) 2016  2019 
Amortization of net loss $753  $897 
Prior service cost (credit)      
Net transition obligation (asset)      
Estimated net periodic benefit plan cost $753  $897 

 

The weighted average assumptions as of December 31 used to determine the projected benefit obligation and net benefit cost were as follows:

 

December 31, 2015  2014  2013  2018  2017  2016 
Projected Benefit Obligation:                        
Discount rate  4.70%  4.15%  5.20%  4.65%  4.00%  4.45%
Rate of compensation increase  N/A   N/A   N/A   N/A   N/A   N/A 
Net Benefit Cost:                        
Discount rate  4.15%  5.20%  4.16%  4.00%  4.45%  4.70%
Expected return on plan assets  7.00%  7.00%  7.00%  7.00%  7.00%  7.00%
Rate of compensation increase  N/A   N/A   N/A   N/A   N/A   N/A 

55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016

 

The Company’s expected return on assets assumption is derived from a detailed periodic assessment conducted by its management and its investment advisor. It includes a review of anticipated future long-term performance of individual asset classes and consideration of the appropriate asset allocation strategy given the anticipated requirements of the plan to determine the average rate of earnings expected on the funds invested to provide for the pension plan benefits. While the study gives appropriate consideration to recent fund performance and historical returns, the rate of return assumption is derived primarily from a long-term, prospective view. Based on its recent assessment, the Company has concluded that its expected long-term return assumption of seven percent is reasonable.

 

The plan’s weighted average asset allocation at December 31, 20152018 and 20142017 by asset category along with the target allocation for 20162019 are as follows: 

 

Asset Category Target
Allocation
for 2016
  Percentage of
Plan Assets as of
December 31,
2015
  Percentage of
Plan Assets as of
December 31,
2014
 
Cash and Cash Equivalents  0% -   5%  0.7%  1.0%
Debt Securities – Core Fixed Income  15% - 50%  25.8%  24.3%
Domestic Equity Securities  0% - 40%  38.5%  37.0%
International Equity Securities  0% - 30%  23.2%  22.8%
Real Estate  0% - 20%  7.2%  10.5%
Real Return  0% - 20%  —    %  1.6%
Alternative/Opportunistic/Special funds  0% - 20%  4.6%  2.8%
Total  100%  100.0%  100.0%
  Target Allocation  Percentage of Plan Assets 
December 31, 2019  2018  2017 
Asset Category            
Cash and cash equivalents  0% - 3%   3.0%  2.8%
Fixed income securities  15% - 100%   29.1%  20.7%
Domestic equity securities  0% - 40%   39.5%  23.8%
International equity securities  0% - 30%   19.0%  42.4%
Investments measured at net asset value  0% - 12%   9.4%  10.3%
Total��     100.0%  100.0%

 

The Company’s overall investment strategy is to achieve a mix of approximately 70 percent of investments for long-term growth and 30 percent for near-term benefit payments, with a wide diversification of asset types, fund strategies and fund managers. Equity securities primarily include investments in large-cap and small-cap companies domiciled domestically and internationally. Fixed-income securities include corporate bonds, mortgage-backed securities, sovereign bonds, and U.S. Treasuries. Other types of investments include real estate funds and private equity funds that follow several different investment strategies. For each of the asset categories in the pension plan, the investment strategy is identical – maximize the long-term rate of return on plan assets with an acceptable level of risk in order to minimize the cost of providing pension benefits. The investment policy establishes a target allocation for each asset class which is rebalanced as required. The plan utilizes a number of investment approaches, including but not limited to individual market securities, equity and fixed income funds in which the underlying securities are marketable, and debt funds to achieve this target allocation. Although not required, Company management expects to make a contributionwill evaluate contributing to the pension plan of approximately $900,000 during fiscal year 2016.

52 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31 2015, 2014 and 20132019.

 

Some of our assets, primarily our private equity and real estate funds, do not have readily determinable market values given the specific investment structures involved and the nature of the underlying investments. For theplan asset reporting as of December 31, 2015 plan asset reporting,2018, publicly traded asset pricing was used where possible. For assets without readily determinable values, estimates were derived from investment manager statements combined with discussions focusing on underlying fundamentals and significant events. Additionally, these investments are categorized as level 3 investments and are valued using significant non-observable inputs which do not have a readily determinable fair value.  In accordance with ASU No. 2009-12 “Investments In Certain Entities That Calculate Net Asset Value per Share (Or Its Equivalent),” these investments are valued based on the net asset value per share calculated by the funds in which the plan has invested. Theseinvested and the valuation is based on significant non-observable inputs which do not have a readily determinable fair value. The valuations are subject to judgments and assumptions of the funds which may prove to be incorrect, resulting in risks of incorrect valuation of these investments. The Company seeks to mitigate against these risks by evaluating the appropriateness of the funds’ judgments and assumptions by reviewing the financial data included in the funds’ financial statements for reasonableness.

 

The following tables present our plan assets using the fair value hierarchy as of December 31, 20152018 and 2014.2017. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. See Note 89 for a brief description of the three levels under the fair value hierarchy.

 

Fair Value Hierarchy as of December 31, 2015:2018:

 

Investments (in thousands)    Total  Level 1  Level 2  Level 3 
Investments (in thousands)   Total  Level 1  Level 2 
Cash and Cash Equivalents  (1) $210  $210  $  $  (1) $1,140  $1,140  $ 
Fixed Income Securities  (2)  7,987      7,987     (2)  11,163      11,163 
Domestic Equity Securities  (3)  11,908   4,285   7,623     (3)  15,182   5,602   9,581 
International Equity Securities  (4)  7,163      7,163     (4)  7,279      7,279 
Real Estate  (5)  2,224         2,224 
Real Return  (6)            
Alternative/Opportunistic/Special funds  (7)  1,445         1,445 
     $30,937  $4,495  $22,773  $3,669 
Total Assets in the Fair Value Hierarchy   $34,764  $6,742  $28,023 
Investments measured at Net Asset Value    3,600         
Investments at Fair Value   $38,364         

56

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016

 

Fair Value Hierarchy as of December 31, 2014:2017:

 

Investments (in thousands)    Total  Level 1  Level 2  Level 3 
Investments (in thousands)   Total  Level 1  Level 2 
Cash and Cash Equivalents  (1) $329  $329  $  $  (1) $1,084  $1,084  $ 
Fixed Income Securities  (2)  7,915   3,194   4,721     (2)  9,064      9,064 
Domestic Equity Securities  (3)  12,076   4,324   7,752     (3)  16,103   5,930   10,173 
International Equity Securities  (4)  7,442      7,442     (4)  7,889      7,889 
Real Estate  (5)  3,420         3,420 
Real Return  (6)  515      515    
Alternative/Opportunistic/Special funds  (7)  925         925 
     $32,622  $7,847  $20,430  $4,345 
Total Assets in the Fair Value Hierarchy   $34,140  $7,014  $27,126 
Investments measured at Net Asset Value    3,910         
Investments at Fair Value   $38,050         

 

(1)Cash and cash equivalents, which are used to pay benefits and plan administrative expenses, are held in Rule 2a-7 money market funds.
(2)Fixed income securities are primarily valued using a market approach with inputs that include broker quotes, benchmark yields, base spreads and reported trades.
(3)Domestic equity securities are valued using a market approach based on the quoted market prices of identical instruments in their respective markets.
(4)International equity securities are valued using a market approach based on the quoted market prices of identical instruments in their respective markets.
(5)Real estate fund values are primarily reported by the fund manager and are based on valuation of the underlying investments, which include inputs such as cost, discounted future cash flows, independent appraisals and market based comparable data.
(6)Real return funds invest in global equities, commodities and inflation protected core bonds that are valued primarily using a market approach based on the quoted market prices of identical instruments in their respective markets.
(7)Alternative/Opportunistic/Special funds can invest across the capital structure in both liquid and illiquid securities that are valued using a market approach based on the quoted market prices of identical instruments, or if no market price is available, instruments will be held at their fair market value (which may be cost) as reasonably determined by the investment manager, independent dealers, or pricing services.

53 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31 2015, 2014 and 2013

The following table presents a reconciliation of Level 3 assets held during the year ended December 31, 2015:

Investments (in thousands) Balance at
December
31, 2014
  Net Realized
and
Unrealized
Gains/(Losses)
  Net
Purchases,
Issuances
and
Settlements
  Net
Transfers In
to (Out of)
Level 3
  Balance at
December
31, 2015
 
Real Estate $3,420  $279  $(1,475) $  $2,224 
Alternative/Opportunistic/Special funds  925   70   450      1,445 
  $4,345  $349  $(1,025) $  $3,669 

The following table presents a reconciliation of Level 3 assets held during the year ended December 31, 2014:

Investments (in thousands) Balance at
December
31, 2013
  Net Realized
and
Unrealized
Gains/(Losses)
  Net
Purchases,
Issuances
and
Settlements
  Net
Transfers In
to (Out of)
Level 3
  Balance at
December
31, 2014
 
Real Estate $2,705  $133  $582  $  $3,420 
Alternative/Opportunistic/Special funds     21   904      925 
  $2,705  $154  $1,486  $  $4,345 

 

The Company estimates that the future benefits payable for the Retirement Income Plan over the next ten years are as follows:

 

(in thousands)   
2016 $2,228 
2017  2,328 
2018  2,449 
2019  2,510 
2020  2,546 
2021-2025  13,818 
(in thousands)   
2019 $2,693 
2020  2,741 
2021  2,828 
2022  2,868 
2023  2,886 
2024-2028 $14,971 

 

Supplemental Executive Retirement Plan (SERP)

 

The Company permits selected highly compensated employees to defer a portion of their compensation into the SERP. 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 to another purpose at any time. Investments in COLI policies consisted of $46.8$47.9 million in variable life insurance policies as of December 31, 20152018 and $48.0$51.0 million as of December 31, 2014.2017. In the COLI policies, the Company is able to allocate the investment of the assets across a set of choices provided by the insurance company,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 Note 1. The fair value of these assets totaled $16,081,000$22,815,000 as of December 31, 20152018 and $16,491,000$23,463,000 as of December 31, 2014.2017. The SERP assets are reported in other assets on the balance sheet. The changes in the fair value of these assets, and normal insurance expenses are recorded in the consolidated statement of operations as compensation cost within selling, general and administrative expenses. Trading (losses) gains related to the SERP assets totaled $(519,000)$(2,282,000) in 2015, $959,0002018, $3,156,000 in 2014,2017, and $2,026,000$966,000 in 2013.2016. The SERP liability includes participant deferrals net of distributions is recorded on the balance sheet in long-term pension liabilities with any change in the fair value of the liabilities recorded as compensation cost within selling, general and administrative expenses in the statementconsolidated statements of operations.

 

54 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc.As a result of Company-owned life insurance policy claims, the Company received insurance proceeds of $2,218,000 less a cash surrender value of $1,182,000 and Subsidiaries

Years ended December 31 2015, 2014recorded tax-free gains of $1,020,000 during 2018; these gains are recorded as an adjustment to compensation cost within selling, general and 2013administrative expenses in the consolidated statements of operations. Proceeds received have been reinvested into mutual funds held as supplemental retirement plan assets.

 

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 from one to 25 percent of their annual compensation, not exceeding the permissible contribution imposed by the Internal Revenue Code. RPC matches 50 percentAs of December 31, 2018, the Company made matching contributions of fifty cents ($0.50) for each employee’s contributionsdollar ($1.00) of a participant’s contribution to the 401(k) Plan that dodoes not exceed six percent of his or her annual compensation. Effective January 1, 2019, the employee’sCompany 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 as defined byand fifty cents ($0.50) for each dollar ($1.00) of a participant’s contribution to the plan.401(k) Plan for the next three percent of his or her annual compensation. Employees vest in the RPC contributions after three years of service. The charges to expense for the Company’s contributions to the 401(k) plan were $4,796,000$5,704,000 in 2015, $6,970,0002018, $4,509,000 in 2014,2017, and $5,451,000$3,250,000 in 2013.2016.

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016

 

Stock Incentive Plans

 

The Company has issued stock options and restricted stock to employees under three 10 year10-year stock incentive plans that were approved by stockholders in 1994, 2004 and 2014. The 1994 plan expired in 2004 and the 2004 Plan expired in 2014. In April 2014, the Company reserved 8,000,000 shares of common stock under the 2014 Stock Incentive Plan with a term of 10 years expiring in April 2024. This plan provides for the issuance of various forms of stock incentives, including, among others, incentive and non-qualified stock options and restricted shares. As of December 31, 2015, 7,120,5252018, 5,402,634 shares were available for grant.

 

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. Cash flows related to share-based payment awards to employees that result in tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) are classified as a financing activity in the accompanying consolidated statements of cash flows.

 

Pre-tax stock-based employee compensation expense was $9,960,000$9,419,000 in 20152018 ($6,325,0007,111,000 after tax), $9,074,000$11,090,000 in 20142017 ($5,762,0007,042,000 after tax), and $8,177,000$10,218,000 in 20132016 ($5,192,0006,488,000 after tax).

 

Stock Options

 

Stock options are granted at an exercise price equal to the fair market value of the Company’s common stock at the date of grant except for grants of incentive stock options to owners of greater than 10 percent of the Company’s voting securities which must be made at 110 percent of the fair market value of the Company’s common stock. Options generally vest ratably over a period of five years and expire in 10 years, except incentive stock options granted to owners of greater than 10 percent of the Company’s voting securities, which expire in five years.

 

The Company estimates the fair value of stock options as of the date of grant using the Black-Scholes option pricing model. The Company has not granted stock options to employees since 2003 and there are none outstanding. There were no stock options exercised during 2015, 20142018, 2017 or 20132016 and there are no stock options outstanding as of December 31, 2015.2018.

 

Restricted Stock

 

The Company has granted employees time lapse restricted stock which vest after a stipulated number of years from the grant date, depending on the terms of the issue. Time lapse restricted shares issued vest in 20 percent increments annually starting with the second anniversary of the grant. 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 RPC, (other than due towith the exception of death (fully vests), disability or retirement (partially vests based on or after age 65)duration of service), shares with restrictions must be returned toare forfeited in accordance with the Company.plan.

 

The following is a summary of the changes in non-vested restricted shares for the year ended December 31, 2015:2018:

 

 Shares  Weighted Average Grant-
Date Fair Value
  Shares  Weighted Average Grant-
Date Fair Value
 
Non-vested shares at January 1, 2015  3,575,150  $12.04 
Non-vested shares at January 1, 2018  2,736,365  $14.50 
Granted  895,725   12.30   522,800   25.13 
Vested  (1,054,625)  8.66   (750,880)  13.06 
Forfeited  (104,075)  12.78   (156,135)  17.10 
Non-vested shares at December 31, 2015  3,312,175  $13.17 
Non-vested shares at December 31, 2018  2,352,150  $17.15 

 

 55 58 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2015, 20142018, 2017 and 20132016

 

The following is a summary of the changes in non-vested restricted shares for the year ended December 31, 2014:2017:

 

 Shares  Weighted Average Grant-
Date Fair Value
  Shares  Weighted Average Grant-
Date Fair Value
 
Non-vested shares at January 1, 2014  4,114,800  $9.67 
Non-vested shares at January 1, 2017  3,217,075  $12.91 
Granted  657,375   18.84   563,065   21.66 
Vested  (1,108,790)  7.20   (900,051)  13.34 
Forfeited  (88,235)  12.83   (143,724)  14.25 
Non-vested shares at December 31, 2014  3,575,150  $12.04 
Non-vested shares at December 31, 2017  2,736,365  $14.50 

 

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 $12.30$25.13 for 2015, $18.842018, $21.66 for 20142017 and $13.68$10.77 for 2013.2016. The total fair value of shares vested was $12,727,000$16,483,000 during 2015, $20,664,0002018, $19,480,000 during 20142017 and $15,471,000$9,751,000 during 2013. The2016.

Pursuant to the adoption of ASU 2017-09 in 2017, the classification of excess tax benefit forbenefits realized from tax compensation tax deductions in excess of compensation expense was credited to capital in excess of par value aggregating $1,410,000 for 2015, $4,336,000 for 2014 and $3,178,000 for 2013. The excess tax deductions are classifiedhave been reflected as a financing activity in the accompanying consolidated statements of cash flows.follows:

·$1,899,000 for 2018 and $2,803,000 for 2017 have been recorded as a discrete income tax adjustments and classified within operating activities as part of net income in the consolidated statements of cash flows; and

·$427,000 for 2016 was credited to capital in excess of par value and classified within financing activities as an inflow in addition to being disclosed as an outflow within operating activities in the consolidated statements of cash flows. 

Other Information

 

As of December 31, 2015,2018, total unrecognized compensation cost related to non-vested restricted shares was $38,982,000$43,498,000 which is expected to be recognized over a weighted-average period of 3.2 years.

 

Note 11:12: Related Party Transactions

Marine Products Corporation

 

Effective in 2001, the Company spun off the business conducted through Chaparral Boats, Inc. (“Chaparral”), RPC’s former powerboat manufacturing segment. RPC accomplished the spin-off by contributing 100 percent of the issued and outstanding stock of Chaparral to Marine Products Corporation (a Delaware corporation) (“Marine Products”), a newly formed wholly owned subsidiary of RPC, and then distributing the common stock of Marine Products to RPC stockholders. In conjunction with the spin-off, RPC and Marine Products entered into various agreements that define the companies’ relationship.

 

In accordance with a 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 $753,000$873,000 in 2015, $663,0002018, $849,000 in 2014,2017, and $670,000$739,000 in 2013.2016. The Company’s (payable) receivable due (to) from Marine Products for these services was $(11,000)$28,000 as of December 31, 20152018 and $47,000 as of December 31, 2014. The2017. Many of the Company’s directors are also directors of Marine Products and all of the executive officers are employees of both the Company and Marine Products.

Other

 

The Company periodically purchases in the ordinary course of business productsequipment or services from suppliers, who are owned by significant officers or stockholders, or affiliated with the directors of RPC. The total amounts paid to these affiliated parties were $1,127,000in 2015, $1,092,000$1,467,000 in 20142018, $1,372,000 in 2017 and $1,039,000$890,000 in 2013.2016.

 

RPC receives certain administrative services and rents office space from Rollins, Inc. (a company of which Mr. R. Randall Rollins is also Chairman and which is otherwise affiliated with RPC). The service agreements between Rollins, Inc. and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include office space, administration of 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 $100,000$101,000 in 2015, $84,0002018, $104,000 in 20142017 and $83,000$111,000 in 2013.2016.

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2018, 2017 and 2016

 

A group that includes the Company’s Chairman of the Board, R. Randall Rollins and his brother Gary W. Rollins, who is also a director of the Company, and certain companies under their control, controls in excess of fifty percent of the Company’s voting power.

 

RPC and Marine Products own 50 percent 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 a party to an operating lease agreement with 255 RC, LLC for a period of five years. During 2015, RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of approximately $186,000$199,000 in 2018 and $197,000 in 2017 and 2016 for the corporate aircraft. 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, 2015,2018, the investment closely approximates the underlying equity in the net assets of 255 RC, LLC.

 

Note 13: 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, 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 and consulting 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.

Segment Revenues:

RPC’s operating segment revenues by major service lines are shown in the following table:

(in thousands) 2018  2017  2016 
Technical Services:            
Pressure Pumping $945,919  $993,538  $336,550 
Downhole Tools  423,811   294,606   169,754 
Coiled Tubing  100,049   109,462   70,511 
Nitrogen  49,198   38,961   37,172 
Snubbing  17,818   23,838   18,903 
All other  110,418   77,946   46,764 
Total Technical Services $1,647,213  $1,538,351  $679,654 
             
Support Services:            
Rental Tools $50,809  $30,264  $21,443 
All other  22,983   26,612   27,877 
Total Support Services $73,792  $56,876  $49,320 
             
Total Revenues $1,721,005  $1,595,227  $728,974 

 56 60 

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2015, 20142018, 2017 and 20132016

Note 12: Business Segment Information

RPC’s service lines have been aggregated into two reportable oil and gas services segments — Technical Services and Support Services — because of the similarities between the financial performance and approach to managing the service lines within each of the segments, as well as the economic and business conditions impacting their business activity levels. Corporate includes selected administrative costs incurred by the Company.

Technical Services include RPC’s oil and gas service lines that utilize people and equipment to perform value-added completion, production and maintenance services directly to a customer’s well. These services include pressure pumping services, coiled tubing, snubbing, nitrogen pumping, well control consulting and firefighting, downhole tools, wireline, and fluid pumping services. These Technical Services are primarily used in the completion, production and maintenance of oil and gas wells. The principal markets for this segment include the United States, including the Gulf of Mexico, the mid-continent, southwest, Rocky Mountain and Appalachian regions, and international locations including primarily Africa, Canada, China, Latin America, the Middle East and New Zealand. Customers include major multi-national and independent oil and gas producers, and selected nationally-owned oil companies.

Support Services include RPC’s oil and gas service lines that primarily provide equipment for customer use or services to assist customer operations. The equipment and services include drill pipe and related tools, pipe handling, 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 principal markets for this segment include the United States, including the Gulf of Mexico, the mid-continent and Appalachian regions, and international locations, including primarily Canada, Latin America, and the Middle East. Customers include domestic operations of major multi-national and independent oil and gas producers, and selected nationally-owned oil companies.

 

The accounting policies of the reportable segments are the same as those described in Note 1 to these consolidated financial statements. RPC evaluates the performance of its segments based on revenues, operating profits and return on invested capital. Gains or losses on disposition of assets are reviewed by the Company’s chief decision makerCODM on a consolidated basis, and accordingly the Company does not report gains or losses at the segment level. Inter-segment 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.

 

Summarized financial information concerning RPC’s reportable segments for the years ended December 31, 2015, 20142018, 2017 and 20132016 are shown in the following table:

 

(in thousands) Technical
Services
  Support
Services
  Corporate  Loss on disposition of
assets, net
  Total 
2015                    
Revenues $1,175,293  $88,547  $  $  $1,263,840 
Operating (loss)  (132,982)  (2,363)  (14,515)  (6,417)  (156,277)
Capital expenditures  155,361   11,055   1,010      167,426 
Depreciation and amortization  237,778   32,697   502      270,977 
Identifiable assets  976,761   108,262   152,071      1,237,094 
2014                    
Revenues $2,180,457  $156,956  $  $  $2,337,413 
Operating profit (loss)  390,004   42,510   (16,113)  (15,472)  400,929 
Capital expenditures  342,932   27,148   1,422      371,502 
Depreciation and amortization  198, 636   31,578   599      230,813 
Identifiable assets  1,514,084   157,688   87,586      1,759,358 
2013                    
Revenues $1,729,732  $131,757  $  $  $1,861,489 
Operating profit (loss)  276,246   26,223   (15,659)  (9,371)  277,439 
Capital expenditures  167,586   32,250   1,845      201,681 
Depreciation and amortization  181,026   31,417   685      213,128 
Identifiable assets  1,113,877   202,243   67,740      1,383,860 

57 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31 2015, 2014 and 2013

(in thousands) Technical
Services
  Support
Services
  Corporate  Gain (loss) on
disposition of
assets, net
  Total 
2018                    
Revenues $1,647,213  $73,792  $  $  $1,721,005 
Operating profit (loss)  216,703   4,612   (14,629)  3,344   210,030 
Capital expenditures  230,262   10,364   1,984      242,610 
Depreciation and amortization  150,508   12,174   438      163,120 
Identifiable assets  925,305   78,413   195,862      1,199,580 
2017                    
Revenues $1,538,351  $56,876  $  $  $1,595,227 
Operating (loss) profit  251,476   (12,228)  (17,561)  4,530   226,217 
Capital expenditures  106,131   9,949   1,429      117,509 
Depreciation and amortization  145,507   17,570   460      163,537 
Identifiable assets  896,803   75,568   174,853      1,147,224 
2016                    
Revenues $679,654  $49,320  $  $  $728,974 
Operating loss  (203,804)  (26,021)  (17,037)  7,920   (238,942)
Capital expenditures  28,380   2,928   2,630      33,938 
Depreciation and amortization  191,181   25,606   471      217,258 
Identifiable assets  733,008   76,876   225,568      1,035,452 

 

The following summarizes selected information betweenrevenues for the United States and separately for all international locations combined for the years ended December 31, 2015, 20142018, 2017 and 2013.2016. The revenues are presented based on the location of the use of the productequipment or service.services. Assets related to international operations are less than 10 percent of RPC’s consolidated assets, and therefore are not presented.

 

Years ended December 31, 2015  2014  2013  2018  2017  2016 
(in thousands)              
United States Revenues $1,191,704  $2,249,260  $1,795,592  $1,630,569  $1,539,462  $677,755 
International Revenues  72,136   88,153   65,897   90,436   55,765   51,219 
 $1,263,840  $2,337,413  $1,861,489  $1,721,005  $1,595,227  $728,974 

 

 58 61 

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures

Evaluation of disclosure controls and procedures— The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to its management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this report, December 31, 20152018 (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the Evaluation Date.

Management’s report on internal control over financial reporting— Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management’s report on internal control over financial reporting is included on page 3032 of this report. Grant Thornton LLP, the Company’s independent registered public accounting firm, has audited the effectiveness of internal control as of December 31, 20152018 and issued a report thereon which is included on page 3133 of this report.

Changes in internal control over financial reporting— Management’s evaluation of changes in internal control did not identify any changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. Other Information

 

None.

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

Information concerning directors and executive officers will be included in the RPC Proxy Statement for its 20162019 Annual Meeting of Stockholders, in the section titled “Election of Directors.” This information is incorporated herein by reference. Information about executive officers is contained on page 13Page 14 of this document.

 

Audit Committee and Audit Committee Financial Expert

 

Information concerning the Audit Committee of the Company and the Audit Committee Financial Expert(s) will be included in the RPC Proxy Statement for its 20162019 Annual Meeting of Stockholders, in the section titled “Corporate Governance and Board of Directors, Committees and Meetings – Audit Committee.” This information is incorporated herein by reference.

 

Code of Ethics

 

RPC, Inc. has a Code of Business Conduct that applies to all employees. In addition, the Company has a Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transaction Policy. Both of these documents are available on the Company’s Web site at www.rpc.net. Copies are available at no charge by writing to Attention: Human Resources, RPC, Inc., 2801 Buford Highway, Suite 520, N.E., Atlanta, GA 30329.

 

RPC, Inc. intends to satisfy the disclosure requirement under Item 10 of Form 8-K regarding an amendment to, or waiver from, a provision of its code that relates to any elements of the code of ethics definition enumerated in SEC rules by posting such information on its internet website, the address of which is provided above.

62

Section 16(a) Beneficial Ownership Reporting Compliance

 

Information regarding compliance with Section 16(a) of the Exchange Act will be included under “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement for its 20162019 Annual Meeting of Stockholders, which is incorporated herein by reference.

59 

 

Item 11. Executive Compensation

 

Information concerning director and executive compensation will be included in the RPC Proxy Statement for its 20162019 Annual Meeting of Stockholders, in the sections titled “Compensation Committee Interlocks and Insider Participation,” “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report” and “Executive Compensation.” This information is incorporated herein by reference.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Information concerning security ownership will be included in the RPC Proxy Statement for its 20162019 Annual Meeting of Stockholders, in the sections “Capital Stock” and “Election of Directors.” This information is incorporated herein by reference.

 

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information regarding equity compensation plans as of December 31, 2015.2018.

 

Plan Category (A)
Number of Securities To
Be Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
  (B)
Weighted Average Exercise Price of
Outstanding Options, Warrants and
Rights
  (C)
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column (A))
 
Equity compensation plans approved by securityholders    $   7,120,525(1)
Equity compensation plans not approved by securityholders         
Total    $   7,120,525 

Plan category

(A)

Number of Securities
To Be Issued Upon
Exercise of Outstanding
Options, Warrants and
Rights

(B)

Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights

(C)

Number of Securities Remaining
Available for Future Issuance Under
Equity Compensation Plans
(Excluding Securities Reflected in
Column (A))

Equity compensation plans approved by securityholders$5,402,634(1)
Equity compensation plans not approved by securityholders
Total$5,402,634

 

(1)All of the securities can be issued in the form of restricted stock or other stock awards.

 

See Note 1011 to the Consolidated Financial Statements for information regarding the material terms of the equity compensation plans.

 

Item 13. Certain Relationships and Related Party Transactions and Director Independence

 

Information concerning certain relationships and related party transactions will be included in the RPC Proxy Statement for its 20162019 Annual Meeting of Stockholders, in the sections titled, “Certain Relationships and Related Party Transactions.” Information regarding director independence will be included in the RPC Proxy Statement for its 20162019 Annual Meeting of Stockholders in the section titled “Director Independence and NYSE Requirements.” This information is incorporated herein by reference.

 

Item 14. Principal Accounting Fees and Services

 

Information regarding principal accountant fees and services will be included in the section titled “Independent Registered Public Accounting Firm” in the RPC Proxy Statement for its 20162019 Annual Meeting of Stockholders. This information is incorporated herein by reference.

 

 60 63 

 

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

Consolidated Financial Statements, Financial Statement Schedule and Exhibits

 

1.Consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements and Schedule are filed as part of this report.

 

2.The financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Schedule is filed as part of this report.

 

3.Exhibits listed in the accompanying Index to Exhibits are filed as part of this report. The following such exhibits are management contracts or compensatory plans or arrangements:

 

10.12004 Stock Incentive Plan (incorporated herein by reference to Appendix B to the Registrant’s definitive Proxy Statement filed on March 24, 2004).

 

10.6Form of Time Lapse Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.2 to Form 10-Q filed on November 2, 2004).

 

10.7Form of Performance Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.3 to Form 10-Q filed on November 2, 2004).

 

10.8Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.11 to the Form 10-K filed on March 16, 2005).

 

10.9First Amendment to 1994 Employee Stock Incentive Plan and 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Form 10-K filed on March 2, 2007).

 

10.10Performance-Based Incentive Cash Compensation Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed April 28, 2006).

 

10.11Summary of Compensation Arrangements with Executive Officers (incorporated herein by reference to Exhibit 10.17 to the Form 10-K filed on March 3, 2010).

 

10.14Form of Time Lapse Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed on May 2, 2012).

 

10.15Summary of Compensation Arrangements with Non-Employee Directors (incorporated herein by reference to Exhibit 10.15 to the Form 10-K filed on February 27, 2015).Directors.

 

10.172014 Stock Incentive Plan (incorporated herein by reference to Appendix A to the Registrant’s definitive Proxy Statement filed on March 17, 2014).

 

10.20Form of award agreement under Performance-Based Incentive Cash Compensation Plan (incorporated herein by reference to Exhibit 10.20 to the Form 10-K filed on February 28, 2017).

 61 64 

 

 

Exhibits (inclusive of item 3 above):

 

Exhibit


Number

 Description
3.1A Restated certificate of incorporation of RPC, Inc. (incorporated herein by reference to exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
3.1B 
3.1BCertificate of Amendment of Certificate of Incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(B) to the Quarterly Report on Form 10-Q filed May 8, 2006).
3.1C 
3.1CCertificate of Amendment of Certificate of Incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(C) to the Quarterly Report on Form 10-Q filed August 2, 2011).
3.2 
3.2Amended and Restated Bylaws of RPC, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 3, 2014)April 28, 2017).
4 
4Form of Stock Certificate (incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 1998).
10.1 
10.12004 Stock Incentive Plan (incorporated herein by reference to Appendix B to the Registrant’s definitive Proxy Statement filed on March 24, 2004).
10.2 
10.2Agreement Regarding Distribution and Plan of Reorganization, dated February 12, 2001, by and between RPC, Inc. and Marine Products Corporation (incorporated herein by reference to Exhibit 10.2 to the Marine Products Corporation Form 10-K10 filed on February 13, 2001).
10.3 
10.3Employee Benefits Agreement dated February 12, 2001, by and between RPC, Inc., Chaparral Boats, Inc. and Marine Products Corporation (incorporated herein by reference to Exhibit 10.3 to the Marine Products Corporation Form 10-K10 filed on February 13, 2001).
10.4 
10.4Transition Support Services Agreement dated February 12, 2001 by and between RPC, Inc. and Marine Products Corporation (incorporated herein by reference to Exhibit 10.4 to the Marine Products Corporation Form 10-K10 filed on February 13, 2001).
10.5 
10.5Tax Sharing Agreement dated February 12, 2001, by and between RPC, Inc. and Marine Products Corporation (incorporated herein by reference to Exhibit 10.5 to the Marine Products Corporation Form 10-K10 filed on February 13, 2001).
10.6 
10.6Form of Time Lapse Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed on November 2, 2004).
10.7 
10.7Form of Performance Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed on November 2, 2004).
10.8 
10.8Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.11 to the Form 10-K filed on March 16, 2005).
10.9 
10.9First Amendment to 1994 Employee Stock Incentive Plan and 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Form 10-K filed on March 2, 2007).
10.10 
10.10Performance-Based Incentive Cash Compensation Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed April 28, 2006).
10.11 
10.11Summary of Compensation Arrangements with Executive Officers (incorporated herein by reference to Exhibit 10.17 to the Form 10-K filed on March 3, 2010).
10.12 
10.12Credit Agreement dated August 31, 2010 between the Company, Banc of America, N.A., SunTrust Bank, Regions Bank and certain other lenders party thereto (incorporated herein by reference to Exhibit 99.1 to the Form 8-K filed on September 7, 2010).
10.13 
10.13Amendment No. 1 to Credit Agreement dated as of June 16, 2011 between the Company, the Subsidiary Loan Parties party thereto, Bank of America, N.A. and certain other lenders party thereto (incorporated herein by reference to Exhibit 10.16 to the Form 10-K filed on February 29, 2012).
10.14 
10.14Form of Time Lapse Restricted Stock Agreement (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed on May 2, 2012).
10.15 
10.15Summary of Compensation Arrangements with Non-Employee Directors (incorporated herein by reference to Exhibit 10.15 to the Form 10-K filed on February 27, 2015).Directors.
10.16 
10.16Amendment No. 2 to Credit Agreement and Amendment No. 1 to Subsidiary Guaranty Agreement dated as of January 17, 2014 between RPC, Bank of America, N.A., certain other Lenders party thereto, and the Subsidiary Loan Parties party thereto (incorporated herein by reference to Exhibit 99.1 to the Company’s Form 8-K dated January 17, 2014). 
10.17 
10.172014 Stock Incentive Plan (incorporated herein by reference to Appendix A to the Registrant’s definitive Proxy Statement filed on March 17, 2014).
10.18 
10.18Reduction of Commitment Notice, dated November 3, 2015 (incorporated herein by reference to Exhibit 99.1 to the Form 8-K filed on November 6, 2015).
10.19 
18Preferability Letter from Independent Registered Public Accounting FirmAmendment No. 3 to Credit Agreement dated as of June 30, 2016 among RPC, Bank of America, N.A., certain other lenders party thereto, and the Subsidiary Loan Parties party thereto (incorporated herein by reference to Exhibit 1899.1 to the Company’s Form 8-K filed on July 7, 2016).
10.20Form of award agreement under Performance-Based Incentive Cash Compensation Plan (incorporated herein by reference to Exhibit 10.20 to the Form 10-K filed on February 28, 2017).
10.21Amendment No. 4 to Credit Agreement dated as of July 26, 2018 among RPC, Bank of America, N.A., certain other lenders party thereto, and the Subsidiary Loan Parties party thereto (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 1, 2015)July 31, 2018).
21 Subsidiaries of RPC
2123 Subsidiaries of RPC
23Consent of Grant Thornton LLP
24 
24Powers of Attorney for Directors
31.1 
31.1Section 302 certification for Chief Executive Officer
31.2 
31.2Section 302 certification for Chief Financial Officer
32.1 
32.1Section 906 certifications for Chief Executive Officer and Chief Financial Officer
95.1 
95.1Mine Safety Disclosure
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document

 

 62 65 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 RPC, Inc.
  
 /s/ Richard A. Hubbell
 
 Richard A. Hubbell
 President and Chief Executive Officer
 (Principal Executive Officer)
  
 February 29, 201628, 2019

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Name Title Date
Date 
 
/s/ Richard A. Hubbell   
Richard A. Hubbell 

President and Chief Executive Officer

(Principal Executive Officer)

February 29, 201628, 2019
    
/s/ Ben M. Palmer   
Ben M. Palmer 

Vice President, Chief Financial Officer and TreasurerCorporate

(PrincipalSecretary (Principal Financial and Accounting Officer)

February 29, 201628, 2019

 

The Directors of RPC (listed below) executed a power of attorney, appointing Richard A. Hubbell their attorney-in-fact, empowering him to sign this report on their behalf.

 

R. Randall Rollins, DirectorJames A. Lane, Jr.,Amy Rollins Kreisler, Director
Gary W. Rollins, DirectorLinda H. Graham,Pamela R. Rollins, Director
Henry B. Tippie, DirectorBill J. Dismuke, Director
James B. Williams, DirectorLarry L. Prince, Director

 

/s/ Richard A. Hubbell 
Richard A. Hubbell 
Director and as Attorney-in-fact 
February 29, 201628, 2019 

 

 63 66 

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS, REPORTS AND SCHEDULE

 

The following documents are filed as part of this report.

 

FINANCIAL STATEMENTS AND REPORTSPAGE
Management’s Report on Internal Control Over Financial Reporting3032
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting3133
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements3234
Consolidated Balance Sheets as of December 31, 20152018 and 201420173335
Consolidated Statements of Operations for the three years ended December 31, 201520183436
Consolidated Statements of Comprehensive Income (Loss) for the three years ended December 31, 201520183537
Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 201520183638
Consolidated Statements of Cash Flows for the three years ended December 31, 201520183739
Notes to Consolidated Financial Statements40 - 61
  
Notes to Consolidated Financial Statements38 - 58

SCHEDULE 
 
Schedule II — Valuation and Qualifying Accounts6467

 

Schedules not listed above have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

 

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

 

  For the years ended
December 31, 2015, 2014 and 2013
 
(in thousands) Balance at
Beginning
of Period
  Charged to
Costs and
Expenses
  Net (Deductions)
Recoveries
  Balance
at End of
Period
 
Year ended December 31, 2015                
Allowance for doubtful accounts $15,351  $(2,958)  $(1,788) (1)  $10,605 
Deferred tax asset valuation allowance $2  $274  $—   (2)  $276 
Year ended December 31, 2014                
Allowance for doubtful accounts $13,497  $2,280   $(426) (1)  $15,351 
Deferred tax asset valuation allowance $83  $   $(81) (2)  $2 
Year ended December 31, 2013                
Allowance for doubtful accounts $9,110  $8,815   $(4,428) (1)  $13,497 
Deferred tax asset valuation allowance $1,003  $           $(920) (2)  $83 

  For the years ended
December 31, 2018, 2017 and 2016
 
(in thousands) Balance at
Beginning
of Period
  Charged to
Costs and
Expenses
  Net (Deductions)
Recoveries
  Balance
at End of
Period
 
Year ended December 31, 2018                
Allowance for doubtful accounts $4,471  $588  $(246)(1) $4,813 
Deferred tax asset valuation allowance $3,994  $(2) $(3,549) $445 
Reserve for obsolete or slow moving inventory $3,875  $8,088  $(1,794)(3) $10,169 
Year ended December 31, 2017                
Allowance for doubtful accounts $2,553  $1,441  $477(1) $4,471 
Deferred tax asset valuation allowance $356  $3,638(2) $  $3,994 
Reserve for obsolete or slow moving inventory $3,052  $5,869  $(5,046)(3) $3,875 
Year ended December 31, 2016                
Allowance for doubtful accounts $10,605  $6,021  $(14,073)(1) $2,553 
Deferred tax asset valuation allowance $276  $80(2) $  $356 
Reserve for obsolete or slow moving inventory $2,588  $6,401  $(5,937)(3) $3,052 

 

(1)Net (deductions) recoveries in the allowance for doubtful accounts principally reflect the write-off of previously reserved accounts net of recoveries.
(2)The valuation allowance for deferred tax assets is increased or decreased each year to reflect the state net operating losses, foreign tax credits and capital losses that management believes will not be utilized before they expire.
(3)Net (deductions) recoveries in the reserve for obsolete or slow moving inventory principally reflect the write-off and/ or disposal of previously reserved inventory.

 

 64 67 

 

 

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

 

Quarters ended March 31  June 30  September 30  December 31  March 31  June 30  September 30  December 31 
(in thousands except per share data)                  
2015                
2018                
Revenues $406,270  $297,560  $291,924  $268,086  $436,334  $467,926  $439,994  $376,751 
Operating profit (loss) $6,374  $(52,347) $(52,899) $(57,405)
Net income (loss) $7,548  $(34,055) $(35,173) $(37,881)
Net income (loss) per share — basic(a) $0.04  $(0.16) $(0.16) $(0.18)
Net income (loss) per share — diluted(a) $0.04  $(0.16) $(0.16) $(0.18)
2014                
Operating profit $60,798  $75,029  $54,553  $19,650 
Net income $52,130  $59,943  $49,967  $13,362 
Net income per share — basic(a) $0.24  $0.28  $0.23  $0.06 
Net income per share — diluted(a) $0.24  $0.28  $0.23  $0.06 
2017                
Revenues $501,692  $582,831  $620,684  $632,206  $298,119  $398,810  $470,999  $427,299 
Operating profit $65,416  $103,484  $106,408  $125,621  $1,574  $67,002  $97,357  $60,284 
Net income(b) $39,388  $63,283  $64,885  $77,637  $3,634  $43,840  $57,334  $57,703 
Net income per share — basic(a) $0.18  $0.29  $0.30  $0.36 
Net income per share — diluted(a) $0.18  $0.29  $0.30  $0.36 
Net income per share — basic(a) (b) $0.02  $0.20  $0.26  $0.27 
Net income per share — diluted(a) (b) $0.02  $0.20  $0.26  $0.27 

(a)The sum of the income (loss) per share for the four quarters may differ from annual amounts due to the required method of computing the weighted average shares for the respective periods.
(b)The indicated Statement of Operations data for 2017 includes the impact of a net discrete tax benefit of $19.3 million, or $0.09 per share, recorded as a result of the Tax Cuts and Jobs Act enacted during the fourth quarter of 2017.

 

 65 68