SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 / / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 1-8726 RPC, INC. DELAWARE 58-1550825 (State of Incorporation) (I.R.S. Employer Identification Number) 2170 Piedmont Road, NE, Atlanta, Georgia 30324 Telephone Number -- (404) 888-2950 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. Yes X No --- --- As of June 30, 1996, RPC, Inc. had 14,567,413 shares of common stock outstanding (excluding 61,841 treasury shares). 1 of 9 RPC, INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1996 AND DECEMBER 31, 1995 (In thousands except stock information) June 30, December 31, 1996 1995 (Unaudited) (Audited) - -------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $18,853 $18,126 Marketable securities 2,841 4,468 Accounts receivable, net of allowance for doubtful accounts of $5,283 and $4,205, respectively 26,976 20,802 Inventories, at lower of cost or market 15,196 14,445 Deferred income taxes 6,604 7,241 Prepaid expenses and other current assets 1,094 1,848 - -------------------------------------------------------------------------------- Current assets 71,564 66,930 - -------------------------------------------------------------------------------- Equipment and property, net 42,557 36,225 Marketable securities 18,144 19,280 Goodwill, net 8,494 7,900 Deferred income taxes 428 714 Other assets 1,385 1,607 - -------------------------------------------------------------------------------- Total assets $142,572 $132,656 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $5,340 $5,035 Accrued payroll and related expenses 4,359 3,899 Accrued insurance expenses 4,794 5,039 Accrued state, local and other taxes 2,991 2,315 Federal income taxes payable 86 38 Accrued discounts 1,407 635 Other accrued expenses 8,051 8,026 - -------------------------------------------------------------------------------- Current liabilities 27,028 24,987 - -------------------------------------------------------------------------------- Long-term accrued insurance expenses 3,978 3,308 Long-term debt 536 0 - -------------------------------------------------------------------------------- Total liabilities 31,542 28,295 - -------------------------------------------------------------------------------- Commitments and contingencies - -------------------------------------------------------------------------------- Common stock 1,463 1,461 Capital in excess of par value 34,746 34,599 Earnings retained 75,024 68,526 Common stock in treasury, at cost, 61,841 shares and 68,723 shares, respectively (203) (225) - -------------------------------------------------------------------------------- Total stockholders' equity 111,030 104,361 - -------------------------------------------------------------------------------- Total liabilities and stockholders' equity $142,572 $132,656 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 of 9 RPC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (In thousands except per share data) (Unaudited) Three months ended Six months ended June 30, June 30, --------------------------- ------------------------- 1996 1995 1996 1995 - ------------------------------------------------------------------ ------------------------- Revenue $52,204 $44,576 $101,921 $86,796 - ----------------------------------------------------------------------------------------------- Costofgoodssold 22,257 20,669 43,087 37,946 Operatingexpenses 23,320 18,735 45,388 38,621 Depreciation and amortization 2,250 1,698 4,282 3,315 Interest income (414) (547) (852) (1,069) - ----------------------------------------------------------------------------------------------- Income before income taxes 4,791 4,021 10,016 7,983 Income tax provision 1,630 1,415 3,405 2,810 - ----------------------------------------------------------------------------------------------- NET INCOME $3,161 $2,606 $6,611 $5,173 - ----------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------- EARNINGS PER SHARE $0.22 $0.18 $0.46 $0.36 - ----------------------------------------------------------------------------------------------- Average shares outstanding 14,567,413 14,541,331 14,556,050 14,515,580 - ----------------------------------------------------------------------------------------------- 3 of 9 RPC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1996 and 1995 (In thousands) (Unaudited) Six months ended June 30, ------------------------- 1996 1995 - -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES $8,130 $11,866 - -------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (10,722) (6,397) Proceeds from sale of equipment and property 1,009 680 Net sale (purchase) of marketable securities 2,763 (6,863) Other (457) (481) - -------------------------------------------------------------------------------- Net cash (used for) investing activities (7,407) (13,061) - -------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Stock issued for benefit plans 4 74 - -------------------------------------------------------------------------------- Net cash provided by financing activities 4 74 - -------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 727 (1,121) Cash and cash equivalents at beginning of period 18,126 15,038 - -------------------------------------------------------------------------------- Cash and cash equivalents at end of period $18,853 $13,917 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4 of 9 RPC, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The consolidated financial statements included herein have been prepared by the Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1995. In the opinion of management, the consolidated financial statements included herein contain all adjustments necessary to present fairly the financial position of the Registrant as of June 30, 1996, the results of operations for the quarter and six months then ended and the changes in cash flows for the six months then ended. 2. Earnings per share are computed by dividing net income by the weighted average number of shares outstanding during the respective periods. 3. The results of operations for the quarter and the six months ended June 30, 1996 are not necessarily indicative of the results to be expected for the full year. 5 of 9 RPC, INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO THREE MONTHS ENDED JUNE 30, 1995 Revenue for the first quarter ended June 30, 1996 was $52,204,000 compared with $44,576,000 for the quarter ended June 30, 1995 and $49,717,000 for the previous quarter ended March 31, 1996. Revenue for the quarter ended June 30, 1996 increased $7,628,000 or 17% from the same period one year ago and increased $2,487,000 or 5% from the quarter ended March 31, 1996. The oil and gas services segment revenue of $23,700,000 increased 26% from last year's second quarter primarily due to a 41% increase in the price of natural gas in the second quarter of 1996 compared to the second quarter of 1995. This price increase caused a significant increase in natural gas activity, particularly in the Gulf of Mexico, the area where most of our business is centered. A rising world energy demand and a favorable economic climate in the United States have had a favorable impact on the industry. The oil and gas services segment revenue increased 4% from the quarter ended March 31, 1996. The boat manufacturing segment revenue for the quarter ended June 30, 1996 of $25,519,000 increased 9% from last year's second quarter of $23,418,000 as the result of a strong trend in the boating industry combined with an increase in Chaparral's market share. The majority of the increase was due to a higher sales mix of deckboats and cruisers. The boat manufacturing segment revenue increased 10% from the quarter ended March 31, 1996 as a result of a normal seasonal upturn. Net income for the quarter ended June 30, 1996 was $3,161,000 or 22 cents per share versus net income of $2,606,000 or 18 cents per share for the quarter ended June 30, 1995 and net income of $3,450,000 or 24 cents per share for the quarter ended March 31, 1996. The increase in earnings from the same period one year ago was due to the revenue increase for both the oil and gas services and the boat manufacturing segments as well as improved margins for the boat manufacturing segment. 6 of 9 RPC, INC. AND SUBSIDIARIES ITEM 2. CONT'D SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995 Revenue for the six months ended June 30, 1996 increased 17% to $101,921,000 compared to $86,796,000 for the six months ended June 30, 1995. An increase of 20% occurred in the oil and gas services segment and a 14% increase occurred in the boat manufacturing segment. In the oil and gas services segment, the revenue improvement was due to the significant increase in the price of natural gas. An unusually severe winter in the United States and a rising world energy demand had a favorable impact on the industry. A strong trend in the boating industry combined with an increase in Chaparral's market share caused the increase in the boat manufacturing segment for the first six months of 1996. Chaparral had a higher sales mix of the larger boat lines this year which include deckboats and cruisers. Net income for the six months ended June 30, 1996 was $6,611,000 or 46 cents per share compared to net income of $5,173,000 or 36 cents per share for the six months ended June 30, 1996. The 28% increase was due to the revenue increases for both the oil and gas services and the boat manufacturing segments as well as improved margins for both segments. FINANCIAL CONDITION The Registrant's current ratio remained strong as of June 30, 1996 with current assets of $71,564,000 exceeding current liabilities of $27,028,000 by a ratio of 2.6-to-1. This compares to a current ratio of 2.7-to-1 at December 31, 1995. Capital expenditures during the first six months of $10,722,000 included approximately $9,829,000 spent on revenue equipment and vehicles in the oil and gas services segment. The remainder was spent on various purchases for the other business segments. Funding for future capital requirements will be provided from operations. 7 of 9 RPC, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed or required to be filed during the quarter ended June 30, 1996. 8 of 9 SIGNATURES Pursuant to the requirements of the Securities and 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 -------------------------------------- Date: August 9, 1996 Richard A. Hubbell President and Chief Operating Officer /s/ Ben M. Palmer -------------------------------------- Date: August 9, 1996 Ben M. Palmer Treasurer and Chief Financial Officer 9 of 9