Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 21, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RPC INC | |
Entity Central Index Key | 742,278 | |
Trading Symbol | res | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 217,779,939 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 104,498 | $ 131,835 |
Accounts receivable, net of allowance for doubtful accounts of $2,956 in 2017 and $2,553 in 2016 | 246,583 | 169,166 |
Inventories | 111,945 | 108,316 |
Income taxes receivable | 48,461 | 57,174 |
Prepaid expenses | 6,897 | 6,718 |
Other current assets | 6,269 | 5,848 |
Total current assets | 524,653 | 479,057 |
Property, plant and equipment, less accumulated depreciation of $1,631,602 in 2017 and $1,595,508 in 2016 | 465,249 | 497,986 |
Goodwill | 32,150 | 32,150 |
Other assets | 27,002 | 26,259 |
Total assets | 1,049,054 | 1,035,452 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 92,270 | 70,536 |
Accrued payroll and related expenses | 17,528 | 12,130 |
Accrued insurance expenses | 4,681 | 4,099 |
Accrued state, local and other taxes | 4,746 | 3,094 |
Income taxes payable | 3,805 | 4,929 |
Other accrued expenses | 1,740 | 6,680 |
Total current liabilities | 124,770 | 101,468 |
Long-term accrued insurance expenses | 9,882 | 9,537 |
Long-term pension liabilities | 33,637 | 32,864 |
Deferred income taxes | 69,869 | 81,466 |
Other long-term liabilities | 3,288 | 3,318 |
Total liabilities | 241,446 | 228,653 |
Common stock | 21,778 | 21,749 |
Capital in excess of par value | ||
Retained earnings | 803,770 | 803,152 |
Accumulated other comprehensive loss | (17,940) | (18,102) |
Total stockholders' equity | 807,608 | 806,799 |
Total liabilities and stockholders' equity | $ 1,049,054 | $ 1,035,452 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,956 | $ 2,553 |
Accumulated depreciation of property, plant and equipment | $ 1,631,602 | $ 1,595,508 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 298,119 | $ 189,095 |
Cost of revenues (exclusive of items shown below) | 216,242 | 161,256 |
Selling, general and administrative expenses | 37,157 | 43,546 |
Depreciation and amortization | 44,663 | 60,636 |
Gain on disposition of assets, net | (1,517) | (1,256) |
Operating income (loss) | 1,574 | (75,087) |
Interest expense | (103) | (325) |
Interest income | 129 | 23 |
Other income, net | 212 | 342 |
Income (loss) before income taxes | 1,812 | (75,047) |
Income tax benefit | (1,822) | (42,536) |
Net income (loss) | $ 3,634 | $ (32,511) |
Earnings (loss) per share | ||
Basic (in dollars per share) | $ 0.02 | $ (0.15) |
Diluted (in dollars per share) | 0.02 | (0.15) |
Dividends per share (in dollars per share) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income and Comprehensive Income [Abstract] | ||
Net income (loss) | $ 3,634 | $ (32,511) |
Other comprehensive income (loss): | ||
Pension adjustment and reclassification adjustment, net of taxes | 135 | 127 |
Foreign currency translation | 42 | 692 |
Unrealized loss on securities, net of taxes | (15) | (9) |
Comprehensive income (loss) | $ 3,796 | $ (31,701) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) shares in Thousands, $ in Thousands | Common Stock | Capital in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Total |
Balance at Dec. 31, 2016 | $ 21,749 | $ 803,152 | $ (18,102) | $ 806,799 | |
Balance (in shares) at Dec. 31, 2016 | 217,489 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued for stock incentive plans, net | $ 55 | 2,632 | 2,687 | ||
Stock issued for stock incentive plans, net (in shares) | 550 | ||||
Stock purchased and retired | $ (26) | $ (2,632) | (3,016) | (5,674) | |
Stock purchased and retired (in shares) | (259) | ||||
Net income | 3,634 | 3,634 | |||
Pension adjustment, net of taxes | 135 | 135 | |||
Foreign currency translation | 42 | 42 | |||
Unrealized loss on securities, net of taxes | (15) | (15) | |||
Balance at Mar. 31, 2017 | $ 21,778 | $ 803,770 | $ (17,940) | $ 807,608 | |
Balance (in shares) at Mar. 31, 2017 | 217,780 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ 3,634 | $ (32,511) |
Adjustments to reconcile net income (loss) to net cash (used for) provided by operating activities: | ||
Depreciation, amortization and other non-cash charges | 45,412 | 61,418 |
Stock-based compensation expense | 2,687 | 2,660 |
Gain on disposition of assets, net | (1,517) | (1,256) |
Deferred income tax benefit | (11,667) | (8,423) |
Excess tax benefits for share-based payments | (403) | |
(Increase) decrease in assets: | ||
Accounts receivable | (77,406) | 56,887 |
Income taxes receivable | 8,713 | 10,501 |
Inventories | (3,595) | 3,674 |
Prepaid expenses | (179) | 1,581 |
Other current assets | (429) | 241 |
Other non-current assets | (749) | 117 |
Increase (decrease) in liabilities: | ||
Accounts payable | 19,775 | (29,410) |
Income taxes payable | (1,124) | 1,065 |
Accrued payroll and related expenses | 5,399 | (595) |
Accrued insurance expenses | 582 | 668 |
Accrued state, local and other taxes | 1,652 | 1,140 |
Other accrued expenses | (4,938) | 2,069 |
Pension liabilities | 986 | (732) |
Long-term accrued insurance expenses | 345 | (1,099) |
Other long-term liabilities | (30) | (14,120) |
Net cash (used for) provided by operating activities | (12,449) | 53,472 |
INVESTING ACTIVITIES | ||
Capital expenditures | (11,707) | (9,581) |
Proceeds from sale of assets | 2,493 | 2,010 |
Net cash used for investing activities | (9,214) | (7,571) |
FINANCING ACTIVITIES | ||
Excess tax benefits for share-based payments | 403 | |
Cash paid for common stock purchased and retired | (5,674) | (3,191) |
Net cash used for financing activities | (5,674) | (2,788) |
Net (decrease) increase in cash and cash equivalents | (27,337) | 43,113 |
Cash and cash equivalents at beginning of period | 131,835 | 65,196 |
Cash and cash equivalents at end of period | 104,498 | 108,309 |
Supplemental cash flows disclosure: | ||
Interest paid, net of amounts capitalized | 282 | |
Income taxes paid (received), net | 2,199 | (32,487) |
Supplemental disclosure of noncash investing activities: | ||
Capital expenditures included in accounts payable | $ 5,322 | $ 1,862 |
GENERAL
GENERAL | 3 Months Ended |
Mar. 31, 2017 | |
General [Abstract] | |
GENERAL | 1. GENERAL The accompanying unaudited consolidated financial statements include the accounts of RPC, Inc. and its wholly-owned subsidiaries (“RPC” or the “Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These consolidated financial statements have been prepared in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 810, “Consolidation” and Rule 3A-02(a) of Regulation S-X. In accordance with ASC Topic 810 and Rule 3A-02 (a) of Regulation S-X, the Company’s policy is to consolidate all subsidiaries and investees where it has voting control. In the opinion of management, all adjustments (all of which consisted of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The balance sheet at December 31, 2016 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 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. |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2017 | |
REVENUES | |
REVENUES | 2. REVENUES RPC’s revenues are generated principally from providing services and the related equipment. Revenues are recognized when the services are rendered and collectability 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. Rates 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. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
RECENT ACCOUNTING PRONOUNCEMENTS | 3. RECENT ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board (FASB) issued the following applicable Accounting Standards Updates (ASU): Recently Adopted Accounting Pronouncements: Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU No. 2016-07, Investments — Equity Method and Joint Ventures (Topic 323) Simplifying the Transition to the Equity Method of Accounting. ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That are under Common Control. the adoption did not have a material impact on its consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted: To be adopted in 2018: REVENUE RECOGNITION: The Financial Accounting Standards Board and International Accounting Standards Board issued their converged standard on revenue recognition in May 2014. The standard provides a comprehensive, industry-neutral revenue recognition model intended to increase financial statement comparability across companies and industries and significantly reduce the complexity inherent in today’s revenue recognition guidance. The various ASUs related to Revenue from Contracts with Customers (Topic 606) ● ASU No. 2014-09. ● ASU No. 2015-14 ● ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ● ASU No. 2016-10, Identifying Performance Obligations and Licensing. ● ASU No. 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ● ASU No. 2016-12, Narrow - Scope Improvements and Practical Expedients. ● ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. Current status of implementation: The Company is currently analyzing the effect of the standard across all of its revenue streams to evaluate the impact of the new standard on revenue contracts. This includes reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements under the new standard. ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. ASU No. 2016-18, Statement of Cash Flows (230): Restricted Cash. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements. ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To be adopted in 2019 and later: ASU No. 2016-02, Leases (Topic 842). ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
EARNINGS (LOSS) PER SHARE | |
EARNINGS (LOSS) PER SHARE | 4. EARNINGS (LOSS) PER SHARE Basic and diluted earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares outstanding during the respective periods. In addition, the Company has periodically issued share-based payment awards that contain non-forfeitable rights to dividends and are therefore considered participating securities. Restricted shares of common stock (participating securities) outstanding and a reconciliation of weighted average shares outstanding is as follows: Three months ended March 31, (In thousands) 2017 2016 Net income (loss) available for stockholders: $ 3,634 $ (32,511 ) Less: Adjustments for earnings attributable to participating securities (51 ) - Net income (loss) used in calculating losses per share $ 3,583 $ (32,511 ) Weighted average shares outstanding (including participating securities) 217,713 217,433 Adjustment for participating securities (3,042 ) (3,322 ) Shares used in calculating basic and diluted earnings (loss) per share 214,671 214,111 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2017 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 5. STOCK-BASED COMPENSATION 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 March 31, 2017, there were 5,696,000 shares available for grant. Stock-based employee compensation expense was as follows for the periods indicated: Three months ended March 31, (in thousands) 2017 2016 Pre-tax expense $ 2,687 $ 2,660 After tax expense $ 1,706 $ 1,689 Restricted Stock The following is a summary of the changes in non-vested restricted shares for the three months ended March 31, 2017: Shares Weighted Average Grant-Date Fair Value Non-vested shares at December 31, 2016 3,217,075 $ 12.91 Granted 563,065 21.66 Vested (800,225 ) 13.22 Forfeited (13,500 ) 13.50 Non-vested shares at March 31, 2017 2,966,415 $ 14.49 The total fair value of shares vested was approximately $17,527,000 during the three months ended March 31, 2017 and $9,527,000 during the three months ended March 31, 2016. Excess tax benefits realized from tax compensation deductions in excess of compensation expense have been reflected as follows: ● $2,536,000 for the three months ended March 31, 2017 has been recorded as a discrete tax adjustment and classified within operating activities in the consolidated statements of cash flows; and ● $403,000 for the three months ended March 31, 2016 were 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. The change in classification for the first quarter of 2017 was in accordance with the amendments of ASU 2016-09. As of March 31, 2017, total unrecognized compensation cost related to non-vested restricted shares was $48,182,000, which is expected to be recognized over a weighted-average period of 4.0 years. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
BUSINESS SEGMENT INFORMATION | |
BUSINESS SEGMENT INFORMATION | 6. BUSINESS SEGMENT INFORMATION RPC’s reportable segments are the same as its operating segments. RPC manages its business as either services offered on the well site with equipment and personnel (Technical Services) or services and equipment offered off the well site (Support Services). The businesses under Technical Services generate revenue 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 are primarily able to generate revenue through one source, which is either a hard asset or a personnel resource. Selected overhead including certain centralized support services and regulatory compliance are classified under Corporate. Technical Services include RPC’s oil and gas services 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 operating segment 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 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 service 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 segment include the United States, including the Gulf of Mexico, the mid-continent, southwest, Rocky Mountain and Appalachian regions, and international locations including primarily Argentina, Canada, Gabon, China, Colombia and the Middle East. Customers include major multi-national and independent oil and gas producers, and selected nationally-owned oil companies. Support Services include all of the services that provide (i) equipment for customers’ use on the well site without RPC personnel and (ii) services that are 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 equipment provided for customers’ use on 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 needs off the well site and competitive marketing of such services. The equipment and services offered include 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 equipment and services offered include drill pipe and related tools, pipe handling, inspection and storage services, and oilfield training services. The principal markets for this segment include the United States, including the Gulf of Mexico, the mid-continent and Appalachian regions, and selected international locations. Customers include domestic operations of major multi-national and independent oil and gas producers, and selected nationally-owned oil companies. 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 operating segments outlined above. 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 CODM 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 with respect RPC’s reportable segments for the three months ended March 31, 2017 and 2016 are shown in the following table: Three months ended March 31, (in thousands) 2017 2016 Revenues: Technical Services $ 286,198 $ 175,472 Support Services 11,921 13,623 Total revenues $ 298,119 $ 189,095 Operating income (loss): Technical Services $ 9,205 $ (63,264 ) Support Services (5,221 ) (6,636 ) Corporate (3,927 ) (6,443 ) Gain on disposition of assets, net 1,517 1,256 Total operating income (loss) $ 1,574 $ (75,087 ) Interest expense (103 ) (325 ) Interest income 129 23 Other income, net 212 342 Income (loss) before income taxes $ 1,812 $ (75,047 ) As of and for the three months ended March 31, 2017 Technical Support Corporate Total (in thousands) Depreciation and amortization $ 39,494 $ 5,052 $ 117 $ 44,663 Capital expenditures 9,766 1,909 32 11,707 Identifiable assets $ 782,778 $ 74,631 $ 191,645 $ 1,049,054 As of and three months ended March 31, 2016 Technical Support Corporate Total (in thousands) Depreciation and amortization $ 53,618 $ 6,899 $ 119 $ 60,636 Capital expenditures 8,032 858 691 9,581 Identifiable assets $ 875,622 $ 94,667 $ 184,907 $ 1,155,196 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2017 | |
INVENTORIES | |
INVENTORIES | 7. INVENTORIES Inventories of $111,945,000 at March 31, 2017 and $108,316,000 at December 31, 2016 consist of raw materials, parts and supplies. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 3 Months Ended |
Mar. 31, 2017 | |
EMPLOYEE BENEFIT PLAN | |
EMPLOYEE BENEFIT PLAN | 8. EMPLOYEE BENEFIT PLAN The following represents the net periodic benefit cost and related components of the Company’s multiple employers Retirement Income Plan: Three months ended March 31 (in thousands) 2017 2016 Interest cost $ 483 $ 502 Expected return on plan assets (589 ) (534 ) Amortization of net losses 213 200 Net periodic benefit cost $ 107 $ 168 The Company did not contribute to this plan during the three months ended March 31, 2017 and contributed $900,000 during the three months ended March 31, 2016. The Company permits selected highly compensated employees to defer a portion of their compensation into the non-qualified Supplemental Retirement Plan (“SERP”). The SERP assets are marked to market and totaled $19,313,000 as of March 31, 2017 and $18,367,000 as of December 31, 2016. The SERP assets are reported in non-current other assets on the consolidated balance sheets and changes in the fair value of these assets are reported in the consolidated statements of operations as compensation cost in selling, general and administrative expenses. Trading gains (losses) related to the SERP assets were approximately as follows: Three months ended March 31 (in thousands) 2017 2016 Trading gains (losses), net $ 616 $ (327 ) The SERP liability includes participant deferrals net of distributions and is recorded on the consolidated balance sheets 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 consolidated statements of operations. |
NOTES PAYABLE TO BANKS
NOTES PAYABLE TO BANKS | 3 Months Ended |
Mar. 31, 2017 | |
NOTES PAYABLE TO BANKS | |
NOTES PAYABLE TO BANKS | 9. NOTES PAYABLE TO BANKS The Company has a revolving credit facility with Banc of America Securities, LLC, SunTrust Robinson Humphrey, Inc., and Regions Capital Markets as Joint Lead Arrangers and Joint Book Managers, and a syndicate of four other lenders. The facility has a general term of five years ending January 17, 2019 and provides for a line of credit of up to $125 million, including a $50 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 the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. On June 30, 2016, the Company amended the revolving credit facility to (1) establish a borrowing base to be the lesser of (a) $125 million or (b) the difference between (i) a specified percentage (ranging from 70% to 80%) of eligible accounts receivable less (ii) the amount of any outstanding letters of credit, (2) secure payment obligations under the credit facility with a security interest in the consolidated accounts receivable, and (3) replace the financial covenants related to minimum leverage and debt service coverage ratios with a covenant to maintain a minimum tangible net worth of not less than $700 million. As of March 31, 2017, the Company was in compliance with this covenant. Revolving loans under the amended revolving credit facility bear interest at one of the following two rates at the Company’s election: ● 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; or ● 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 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 consolidated leverage ratio calculation, on the unused portion of the credit facility. 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 a reduction in the size of the revolving credit facility in 2015, are being amortized to interest expense over the remaining term of the five-year loan, and the remaining net balance of $0.2 million at March 31, 2017 is classified as part of non-current other assets. On January 4, 2016, the Company entered into a separate one year $35 million uncommitted letter of credit facility with Bank of America, N.A. Under the terms of the letter of credit facility, the Company paid 0.75% per annum on outstanding letters of credit. This letter of credit facility expired on January 3, 2017. All letters of credit are currently issued under RPC’s $125 million credit facility. Letters of credit outstanding totaled $19.1 million as of December 31, 2017 and 2016. As of March 31, 2017, RPC had no outstanding borrowings under the revolving credit facility. Interest incurred, which includes facility fees on the unused portion of the revolving credit facility and the amortization of loan costs, was as follows: Three months ended March 31 2017 2016 (in thousands) Interest incurred $ 103 $ 109 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
INCOME TAXES | |
INCOME TAXES | 10. INCOME TAXES The Company determines its periodic income tax benefit or expense based upon the current period income and the annual estimated tax rate for the Company adjusted for any change to prior period estimates. The estimated tax rate is revised, if necessary, as of the end of each successive interim period during the fiscal year to the Company’s current annual estimated tax rate. For the three months ended March 31, 2017, the effective rate reflects an income tax benefit of 100.6 percent compared to an income tax benefit of 56.7 percent for the comparable period in the prior year. The Company adopted the provisions of ASU 2016-09 in the first quarter of 2017 that requires excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than stockholders’ equity. This resulted in a beneficial discrete adjustment of $2.5 million to the provision for income taxes in the first quarter of 2017. The 2016 beneficial rate was the result of operational losses and the one-time beneficial impact of a resolution of a tax matter with a state taxing authority, offset by the detrimental effect of non-deductible permanent items |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 3 Months Ended |
Mar. 31, 2017 | |
FAIR VALUE DISCLOSURES | |
FAIR VALUE DISCLOSURES | 11. FAIR VALUE DISCLOSURES The various inputs used to measure assets at fair value establish a hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three broad levels as follows: 1. Level 1 – Quoted market prices in active markets for identical assets or liabilities. 2. Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. 3. Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use. The following table summarizes the valuation of financial instruments measured at fair value on a recurring basis in the balance sheets as of March 31, 2017 and December 31, 2016: Fair Value Measurements at March 31, 2017 (in thousands) Total Quoted prices Significant Significant (Level 1) (Level 2) (Level 3) Assets: Available-for-sale securities – equity securities $ 240 $ 240 $ — $ — Investments measured at net asset value - trading securities $ 19,313 Fair Value Measurements at December 31, (in thousands) Total Quoted prices Significant Significant (Level 1) (Level 2) (Level 3) Assets: Available-for-sale securities – equity securities $ 264 $ 264 $ — $ — Investments measured at net asset value - trading securities $ 18,367 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 8, 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. The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the period ended March 31, 2017, 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 March 31, 2017 and December 31, 2016. Outstanding balances based on the quote from the lender (level 2 inputs) is similar to the fair value at the same date. The borrowings under our revolving credit facility bear variable interest rates as described in Note 9. 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 it will elect this option for financial instruments acquired in the future. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 3 Months Ended |
Mar. 31, 2017 | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 12. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Accumulated other comprehensive (loss) income consists of the following (in thousands): Pension Unrealized Foreign Total Balance at December 31, 2016 $ (15,503 ) $ 39 $ (2,638 ) $ (18,102 ) Change during the period: Before-tax amount - (24 ) 42 18 Tax benefit - 9 - 9 Reclassification adjustment, net of taxes: Amortization of net loss (1) 135 - - 135 Total activity for the period 135 (15 ) 42 162 Balance at March 31, 2017 $ (15,368 ) $ 24 $ (2,596 ) $ (17,940 ) (1) Reported as part of selling, general and administrative expenses. Pension Unrealized Foreign Total Balance at December 31, 2015 $ (14,715 ) $ 36 $ (3,290 ) $ (17,969 ) Change during the period: Before-tax amount - (14 ) 692 678 Tax benefit - 5 - 5 Reclassification adjustment, net of taxes: Amortization of net loss (1) 127 - - 127 Total activity for the period 127 (9 ) 692 810 Balance at March 31, 2016 $ (14,588 ) $ 27 $ (2,598 ) $ (17,159 ) (1) Reported as part of selling, general and administrative expenses. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board (FASB) issued the following applicable Accounting Standards Updates (ASU): Recently Adopted Accounting Pronouncements: Accounting Standards Update (ASU) No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU No. 2016-07, Investments — Equity Method and Joint Ventures (Topic 323) Simplifying the Transition to the Equity Method of Accounting. ASU No. 2016-09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That are under Common Control. the adoption did not have a material impact on its consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted: To be adopted in 2018: REVENUE RECOGNITION: The Financial Accounting Standards Board and International Accounting Standards Board issued their converged standard on revenue recognition in May 2014. The standard provides a comprehensive, industry-neutral revenue recognition model intended to increase financial statement comparability across companies and industries and significantly reduce the complexity inherent in today’s revenue recognition guidance. The various ASUs related to Revenue from Contracts with Customers (Topic 606) ● ASU No. 2014-09. ● ASU No. 2015-14 ● ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ● ASU No. 2016-10, Identifying Performance Obligations and Licensing. ● ASU No. 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. ● ASU No. 2016-12, Narrow - Scope Improvements and Practical Expedients. ● ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. Current status of implementation: The Company is currently analyzing the effect of the standard across all of its revenue streams to evaluate the impact of the new standard on revenue contracts. This includes reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements under the new standard. ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. ASU No. 2016-18, Statement of Cash Flows (230): Restricted Cash. The Company is currently evaluating the impact of adopting these provisions on its consolidated financial statements. ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To be adopted in 2019 and later: ASU No. 2016-02, Leases (Topic 842). ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
EARNINGS (LOSS) PER SHARE | |
Schedule of reconciliation of weighted average shares outstanding | Three months ended March 31, (In thousands) 2017 2016 Net income (loss) available for stockholders: $ 3,634 $ (32,511 ) Less: Adjustments for earnings attributable to participating securities (51 ) - Net income (loss) used in calculating losses per share $ 3,583 $ (32,511 ) Weighted average shares outstanding (including participating securities) 217,713 217,433 Adjustment for participating securities (3,042 ) (3,322 ) Shares used in calculating basic and diluted earnings (loss) per share 214,671 214,111 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
STOCK-BASED COMPENSATION | |
Schedule of stock-based employee compensation expense | Three months ended March 31, (in thousands) 2017 2016 Pre-tax expense $ 2,687 $ 2,660 After tax expense $ 1,706 $ 1,689 |
Schedule of summary of changes in non-vested restricted shares | Shares Weighted Average Grant-Date Fair Value Non-vested shares at December 31, 2016 3,217,075 $ 12.91 Granted 563,065 21.66 Vested (800,225 ) 13.22 Forfeited (13,500 ) 13.50 Non-vested shares at March 31, 2017 2,966,415 $ 14.49 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
BUSINESS SEGMENT INFORMATION | |
Schedule of segment reporting information by segment | Three months ended March 31, (in thousands) 2017 2016 Revenues: Technical Services $ 286,198 $ 175,472 Support Services 11,921 13,623 Total revenues $ 298,119 $ 189,095 Operating income (loss): Technical Services $ 9,205 $ (63,264 ) Support Services (5,221 ) (6,636 ) Corporate (3,927 ) (6,443 ) Gain on disposition of assets, net 1,517 1,256 Total operating income (loss) $ 1,574 $ (75,087 ) Interest expense (103 ) (325 ) Interest income 129 23 Other income, net 212 342 Income (loss) before income taxes $ 1,812 $ (75,047 ) As of and for the three months ended March 31, 2017 Technical Support Corporate Total (in thousands) Depreciation and amortization $ 39,494 $ 5,052 $ 117 $ 44,663 Capital expenditures 9,766 1,909 32 11,707 Identifiable assets $ 782,778 $ 74,631 $ 191,645 $ 1,049,054 As of and three months ended March 31, 2016 Technical Support Corporate Total (in thousands) Depreciation and amortization $ 53,618 $ 6,899 $ 119 $ 60,636 Capital expenditures 8,032 858 691 9,581 Identifiable assets $ 875,622 $ 94,667 $ 184,907 $ 1,155,196 |
EMPLOYEE BENEFIT PLAN (Tables)
EMPLOYEE BENEFIT PLAN (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
EMPLOYEE BENEFIT PLAN | |
Schedule of net periodic benefit cost and related components | Three months ended March 31 (in thousands) 2017 2016 Interest cost $ 483 $ 502 Expected return on plan assets (589 ) (534 ) Amortization of net losses 213 200 Net periodic benefit cost $ 107 $ 168 |
Schedule of trading gains (losses) related to SERP assets | Three months ended March 31 (in thousands) 2017 2016 Trading gains (losses), net $ 616 $ (327 ) |
NOTES PAYABLE TO BANKS (Tables)
NOTES PAYABLE TO BANKS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
NOTES PAYABLE TO BANKS | |
Schedule of interest incurred on the credit facility, interest capitalized related to facilities and equipment under construction and the related weighted average interest rates | Three months ended March 31 2017 2016 (in thousands) Interest incurred $ 103 $ 109 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
FAIR VALUE DISCLOSURES | |
Schedule of valuation of financial instruments measured at fair value on a recurring basis | Fair Value Measurements at March 31, 2017 (in thousands) Total Quoted prices Significant Significant (Level 1) (Level 2) (Level 3) Assets: Available-for-sale securities – equity securities $ 240 $ 240 $ — $ — Investments measured at net asset value - trading securities $ 19,313 Fair Value Measurements at December 31, (in thousands) Total Quoted prices Significant Significant (Level 1) (Level 2) (Level 3) Assets: Available-for-sale securities – equity securities $ 264 $ 264 $ — $ — Investments measured at net asset value - trading securities $ 18,367 |
ACCUMULATED OTHER COMPREHENSI27
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | |
Schedule of accumulated other comprehensive (loss) income | Pension Unrealized Foreign Total Balance at December 31, 2016 $ (15,503 ) $ 39 $ (2,638 ) $ (18,102 ) Change during the period: Before-tax amount - (24 ) 42 18 Tax benefit - 9 - 9 Reclassification adjustment, net of taxes: Amortization of net loss (1) 135 - - 135 Total activity for the period 135 (15 ) 42 162 Balance at March 31, 2017 $ (15,368 ) $ 24 $ (2,596 ) $ (17,940 ) (1) Reported as part of selling, general and administrative expenses. Pension Unrealized Foreign Total Balance at December 31, 2015 $ (14,715 ) $ 36 $ (3,290 ) $ (17,969 ) Change during the period: Before-tax amount - (14 ) 692 678 Tax benefit - 5 - 5 Reclassification adjustment, net of taxes: Amortization of net loss (1) 127 - - 127 Total activity for the period 127 (9 ) 692 810 Balance at March 31, 2016 $ (14,588 ) $ 27 $ (2,598 ) $ (17,159 ) (1) Reported as part of selling, general and administrative expenses. |
EARNINGS (LOSS) PER SHARE - Rec
EARNINGS (LOSS) PER SHARE - Reconciliation of weighted average shares outstanding (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
EARNINGS (LOSS) PER SHARE | ||
Net income (loss) available for stockholders: | $ 3,634 | $ (32,511) |
Less: Adjustments for earnings attributable to participating securities | (51) | |
Net income (loss) used in calculating losses per share | $ 3,583 | $ (32,511) |
Weighted average shares outstanding (including participating securities) | 217,713 | 217,433 |
Adjustment for participating securities | (3,042) | (3,322) |
Shares used in calculating basic and diluted earnings (loss) per share | 214,671 | 214,111 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-based employee compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
STOCK-BASED COMPENSATION | ||
Pre-tax expense | $ 2,687 | $ 2,660 |
After tax expense | $ 1,706 | $ 1,689 |
STOCK-BASED COMPENSATION - Non-
STOCK-BASED COMPENSATION - Non-vested restricted shares activity (Details 1) - Restricted Stock | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Shares | |
Non-vested shares at December 31, 2016 | shares | 3,217,075 |
Granted | shares | 563,065 |
Vested | shares | (800,225) |
Forfeited | shares | (13,500) |
Non-vested shares at March 31, 2017 | shares | 2,966,415 |
Weighted Average Grant-Date Fair Value | |
Non-vested shares at December 31, 2016 | $ / shares | $ 12.91 |
Granted | $ / shares | 21.66 |
Vested | $ / shares | 13.22 |
Forfeited | $ / shares | 13.50 |
Non-vested shares at March 31, 2017 | $ / shares | $ 14.49 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Detail Textuals) - 2014 Stock Incentive Plan - shares | 1 Months Ended | |
Apr. 30, 2014 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Reserved shares of common stock | 8,000,000 | |
Term of reserved shares | 10 years | |
Shares available for grant | 5,696,000 |
STOCK-BASED COMPENSATION (Det32
STOCK-BASED COMPENSATION (Detail Textuals 1) - Restricted Stock - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total fair value of shares vested | $ 17,527,000 | $ 9,527,000 |
Tax benefits for compensation expense for restricted stock | 2,536,000 | $ 403,000 |
Unrecognized compensation cost related to non-vested restricted shares | $ 48,182,000 | |
Unrecognized compensation cost related to non-vested restricted shares recognized period | 4.0 years |
BUSINESS SEGMENT INFORMATION -
BUSINESS SEGMENT INFORMATION - Summary of information with respect to RPC's business segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Revenues: | |||
Total revenues | $ 298,119 | $ 189,095 | |
Operating (loss) profit: | |||
Total operating income (loss) | 1,574 | (75,087) | |
Interest expense | (103) | (325) | |
Interest income | 129 | 23 | |
Other income, net | 212 | 342 | |
Income (loss) before income taxes | 1,812 | (75,047) | |
Depreciation and amortization | 44,663 | 60,636 | |
Capital expenditures | 11,707 | 9,581 | |
Identifiable assets | 1,049,054 | $ 1,035,452 | |
Operating Segments | |||
Revenues: | |||
Total revenues | 298,119 | 189,095 | |
Operating (loss) profit: | |||
Total operating income (loss) | 1,574 | (75,087) | |
Interest expense | (103) | (325) | |
Interest income | 129 | 23 | |
Other income, net | 212 | 342 | |
Income (loss) before income taxes | 1,812 | (75,047) | |
Depreciation and amortization | 44,663 | 60,636 | |
Capital expenditures | 11,707 | 9,581 | |
Identifiable assets | 1,049,054 | 1,155,196 | |
Operating Segments | Technical Services | |||
Revenues: | |||
Total revenues | 286,198 | 175,472 | |
Operating (loss) profit: | |||
Total operating income (loss) | 9,205 | (63,264) | |
Depreciation and amortization | 39,494 | 53,618 | |
Capital expenditures | 9,766 | 8,032 | |
Identifiable assets | 782,778 | 875,622 | |
Operating Segments | Support Services | |||
Revenues: | |||
Total revenues | 11,921 | 13,623 | |
Operating (loss) profit: | |||
Total operating income (loss) | (5,221) | (6,636) | |
Depreciation and amortization | 5,052 | 6,899 | |
Capital expenditures | 1,909 | 858 | |
Identifiable assets | 74,631 | 94,667 | |
Corporate | |||
Operating (loss) profit: | |||
Total operating income (loss) | (3,927) | (6,443) | |
Depreciation and amortization | 117 | 119 | |
Capital expenditures | 32 | 691 | |
Identifiable assets | 191,645 | 184,907 | |
Gain on disposition of assets, net | |||
Operating (loss) profit: | |||
Total operating income (loss) | $ 1,517 | $ 1,256 |
INVENTORIES (Detail Textuals)
INVENTORIES (Detail Textuals) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
INVENTORIES | ||
Raw materials, parts and supplies of inventories | $ 111,945 | $ 108,316 |
EMPLOYEE BENEFIT PLAN - Net per
EMPLOYEE BENEFIT PLAN - Net periodic benefit cost and related components (Details) - Multiple Employers Retirement Income Plan - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Interest cost | $ 483 | $ 502 |
Expected return on plan assets | (589) | (534) |
Amortization of net losses | 213 | 200 |
Net periodic benefit cost | $ 107 | $ 168 |
EMPLOYEE BENEFIT PLAN - Trading
EMPLOYEE BENEFIT PLAN - Trading results related to SERP (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Non-qualified Supplemental Retirement Plan ("SERP") | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Trading gains (losses), net | $ 616 | $ (327) |
EMPLOYEE BENEFIT PLAN (Detail T
EMPLOYEE BENEFIT PLAN (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | |
Multiple Employers Retirement Income Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Contribution by employer for retirement income plan | $ 900,000 | ||
Non-qualified Supplemental Retirement Plan ("SERP") | |||
Defined Benefit Plan Disclosure [Line Items] | |||
SERP assets | $ 19,313,000 | $ 18,367,000 |
NOTES PAYABLE TO BANKS - Intere
NOTES PAYABLE TO BANKS - Interest incurred on credit facility, interest capitalized related to facilities and equipment under construction, and related weighted average interest rates (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Interest incurred | $ 103 | $ 109 |
NOTES PAYABLE TO BANKS (Detail
NOTES PAYABLE TO BANKS (Detail Textuals) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Revolving credit facility | |
Line of Credit Facility [Line Items] | |
Amount of credit facility | $ 125 |
Percentage of ownership | 100.00% |
Term of line of credit facility | 5 years |
Loan origination fees and other debt related costs | $ 3 |
Non-current other assets net | $ 0.2 |
Description of variable rate basis of debt instrument | Revolving loans under the amended revolving credit facility bear interest at one of the following two rates at the Company’s election: ● 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; or ● 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 upon a quarterly debt covenant calculation. |
Borrowing base of line of credit | $ 125 |
Borrowing capacity description | Company amended the revolving credit facility to (1) establish a borrowing base to be the lesser of (a) $125 million or (b) the difference between (i) a specified percentage (ranging from 70% to 80%) of eligible accounts receivable less (ii) the amount of any outstanding letters of credit, (2) secure payment obligations under the credit facility with a security interest in the consolidated accounts receivable, and (3) replace the financial covenants related to minimum leverage and debt service coverage ratios with a covenant to maintain a minimum tangible net worth of not less than $700 million. |
Minimum tangible net worth | $ 700 |
Revolving credit facility | Minimum | |
Line of Credit Facility [Line Items] | |
Fees on unused portion of facility | 0.225% |
Account receivable percentage for line of credit determination | 70.00% |
Revolving credit facility | Maximum | |
Line of Credit Facility [Line Items] | |
Fees on unused portion of facility | 0.325% |
Account receivable percentage for line of credit determination | 80.00% |
Revolving credit facility | Option 1 A | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.50% |
Description of reference rate basis | Federal Funds Rate |
Revolving credit facility | Option 1 A | Minimum | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.125% |
Revolving credit facility | Option 1 A | Maximum | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.125% |
Revolving credit facility | Option 1 B | |
Line of Credit Facility [Line Items] | |
Description of reference rate basis | Prime rate |
Revolving credit facility | Option 1 C | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.00% |
Description of reference rate basis | Eurodollar Rate |
Letter of credit subfacility | |
Line of Credit Facility [Line Items] | |
Amount of credit facility | $ 50 |
Swingline subfacility | |
Line of Credit Facility [Line Items] | |
Amount of credit facility | $ 35 |
NOTES PAYABLE TO BANKS (Detai40
NOTES PAYABLE TO BANKS (Detail Textuals 1) - Revolving credit facility - Option 2 - Eurodollar Borrowings | 3 Months Ended |
Mar. 31, 2017 | |
Line of Credit Facility [Line Items] | |
Description of reference rate basis | London Interbank Offering Rate ("LIBOR") |
Minimum | |
Line of Credit Facility [Line Items] | |
Range of margin based on quarterly debt covenant calculation | 1.125% |
Maximum | |
Line of Credit Facility [Line Items] | |
Range of margin based on quarterly debt covenant calculation | 2.125% |
NOTES PAYABLE TO BANKS (Detai41
NOTES PAYABLE TO BANKS (Detail Textuals 2) - Uncommitted letter of credit facility - USD ($) $ in Millions | Jan. 04, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Line Of Credit Facility [Line Items] | |||
Amount of credit facility | $ 35 | ||
Term of letter of credit facility | 1 year | ||
Commitment fee percentage, per annum on outstanding letters of credit | 0.75% | ||
Available borrowing under the facility | $ 125 | ||
Letters of credit outstanding amount | $ 19.1 | $ 19.1 |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
INCOME TAXES | ||
Effective tax rate | 100.60% | 56.70% |
Discrete income tax benefit for adjustment in the provision for income taxes | $ 2.5 |
FAIR VALUE DISCLOSURES - Valuat
FAIR VALUE DISCLOSURES - Valuation of financial instruments measured at fair value on a recurring basis (Details) - Fair value on a recurring basis - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Available-for-sale securities - equity securities | $ 240 | $ 264 |
Investments measured at net asset value - trading securities | 19,313 | 18,367 |
Quoted prices in active markets for identical assets (Level 1) | ||
Assets: | ||
Available-for-sale securities - equity securities | 240 | 264 |
Significant other observable inputs (Level 2) | ||
Assets: | ||
Available-for-sale securities - equity securities | ||
Significant unobservable inputs (Level 3) | ||
Assets: | ||
Available-for-sale securities - equity securities |
FAIR VALUE DISCLOSURES (Detail
FAIR VALUE DISCLOSURES (Detail Textuals) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Outstanding borrowings under the facility | $ 0 | $ 0 |
ACCUMULATED OTHER COMPREHENSI45
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME - Summary of components of accumulated other comprehensive (loss) income (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
Accumulated Other Comprehensive Income Loss [Roll Forward] | |||
Balance | $ (18,102) | $ (17,969) | |
Change during the period: | |||
Before-tax amount | 18 | 678 | |
Tax benefit | 9 | 5 | |
Reclassification adjustment, net of taxes: | |||
Amortization of net loss | [1] | 135 | 127 |
Total activity for the period | 162 | 810 | |
Balance | (17,940) | (17,159) | |
Pension Adjustment | |||
Accumulated Other Comprehensive Income Loss [Roll Forward] | |||
Balance | (15,503) | (14,715) | |
Change during the period: | |||
Before-tax amount | |||
Tax benefit | |||
Reclassification adjustment, net of taxes: | |||
Amortization of net loss | [1] | 135 | 127 |
Total activity for the period | 135 | 127 | |
Balance | (15,368) | (14,588) | |
Unrealized Gain (Loss) On Securities | |||
Accumulated Other Comprehensive Income Loss [Roll Forward] | |||
Balance | 39 | 36 | |
Change during the period: | |||
Before-tax amount | (24) | (14) | |
Tax benefit | 9 | 5 | |
Reclassification adjustment, net of taxes: | |||
Amortization of net loss | |||
Total activity for the period | (15) | (9) | |
Balance | 24 | 27 | |
Foreign Currency Translation | |||
Accumulated Other Comprehensive Income Loss [Roll Forward] | |||
Balance | (2,638) | (3,290) | |
Change during the period: | |||
Before-tax amount | 42 | 692 | |
Tax benefit | |||
Reclassification adjustment, net of taxes: | |||
Amortization of net loss | |||
Total activity for the period | 42 | 692 | |
Balance | $ (2,596) | $ (2,598) | |
[1] | Reported as part of selling, general and administrative expenses. |