UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

Annual 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 2019, 2021

Commission File No. 1-8726

RPC, INC.

Delaware
(State of Incorporation)

58-1550825
(I.R.S. Employer Identification No.)

2801 BUFORD HIGHWAY NE, SUITE 300

ATLANTA, GEORGIA 30329

(404) 321-2140

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

Title of each class
COMMON STOCK, $0.10 PAR VALUE

Trading Symbol(s)
RES

Name of each exchange on which registered
 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. Yes 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. Yes No

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 No

Indicate by check mark whether the registrant has submitted electronically every interactive data file required to be submitted 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 such files). Yes No

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

Large accelerated filer

Accelerated Filerfiler

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

The aggregate market value of RPC, Inc. Common Stock held by non-affiliates on June 30, 2019,2021, the last business day of the registrant’s most recently completed second fiscal quarter, was $410,695,775$355,427,058 based on the closing price on the New York Stock Exchange on June 28, 201930, 2021 of $7.21$4.95 per share.

RPC, Inc. had 214,432,084216,586,626 shares of Common Stock outstanding as of February 14, 2020.18, 2022.

Documents Incorporated by Reference

Portions of the Proxy Statement for the 20202022 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,and financial strategies, plans and objectives, and our beliefs and expectations regarding future demand for our equipment 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 also include without limitation statements regardingregarding: our belief that the demand for our oil and gas 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 addressing well control issues; our belief that the common drivers of operational and financial success of Technical Services include diligent equipment maintenance, strong logistical processes, and appropriately trained personnel who function well in a team environment; our belief that the primary drivers of operational success for services and equipment provided off the well site without our personnel are offering safe, high quality and in-demand equipment appropriate for the well design characteristics; our belief that the primary drivers of operational success for other Support Services relate to meeting customer needs off the well site and competitive marketing of such services; our belief that demand for equipment and services offered tends to be influenced primarily by customer drilling-related activity levels; our belief that our supply sources are adequate; our belief that customer activity levels are influenced by their decisions about capital investment toward the development and product of oil and gas reserves; natural gas prices, production levels and drilling activities; our belief that oil-directed drilling will continue to represent the majority of the total drilling rig activity; our belief thatcount for the long-term demand outlook for natural gas is favorable and that natural gas-directed drilling will increase over the long-term;foreseeable future; our continued belief in the long-term growth opportunitiesimportance of our business due to continued worldwide demand for hydrocarbons generally and the high production of oil in the domestic U.S. market; our belief that unconventional wells will continue to comprise the majority of drilling activity because of their high initial production rates; our belief that the advent of unconventional drilling in the U.S. domestic market will be a permanent change and will continue to have a positive impact on the demand for our business;services; our expectation to continue to focus on the selected development of international business opportunities in current and other international markets;markets and our belief that international revenues will continue to be less than ten percent of total revenues in 2022; our primary objective, which is to generate excellent long-term returns on investment through the effective and conservative management of our invested capital to generate strong cash flow; our plans to continue to pursue such primary objective through strategic investments and opportunities designed to enhance the long-term value of our company while improving market share, product offerings and the profitability of existing businesses; our expectations regarding acquisition targets in our industry; our belief that the passingprincipal competitive factors in the market areas that we serve 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; our belief that our facilities are adequate for our current operations and reasonably anticipated future needs; our belief that oil production in the United States has become an increasingly important determinant of global oil prices; our belief that statistics regarding well completions are meaningful indicators of the proposed ban on hydraulic fracturing would reduce the demandoutlook for our services;activity levels and revenues; our belief that current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity; the adequacy of our insurance coverage; the impact of lawsuits, legal proceedings and claims on our business and financial condition; our belief that industry factors will continuerecent price increases have encouraged our customers to depress natural gas directedincrease drilling activity during the near-term; our belief that U.S. oilfield activity will have a negative impact on RPC’s revenues and earnings during the near-term;completion activities; 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 oilfield well completion activitynatural gas-directed drilling has increased and will decline during the near-term; the fact that drilling and completion activities continue to be highly service-intensiveincrease in natural gas-directed basins in the United States due to the current and require a large amountprojected high prices of equipmentnatural gas and raw materials carries favorable implications for our activity levels; higher industry efficiencies have caused the market for several oil completion services including pressure pumping to be oversupplied and that this development carries negative consequences for pricing of our services, utilization of our equipment and our financial results during the near-term; our belief that newly acquiredthis trend should be favorable for the demand for our services in such basins; our belief that the competitive market for our services will improve during the near term; our belief that our response to the near-term potential of lower activity levels and ordered equipment will provide acceptable financial returns when placed in service at high utilization levels; our plans to undertake moderate fleet expansions whichcompetitive pricing will allow us to maintain a strong balance sheet;sheet and position us for long-term growth and strong financial results;; our belief that declining activity levels may reduce the costs of providingliquidity provided by our servicescash and reduce logistical constraints;cash equivalents and our overall strong capitalization will provide sufficient liquidity to meet our requirements for at least the next twelve months; our expectation that we will not need our revolving credit facility to meet liquidity requirements in the near term; our expectations about cash contributions to the defined benefit pension plan in 2020;2022; 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 resume payments of cash dividends; our expectations regarding the costs of skilled labor and many of the raw materials used in providing our services; 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 operations 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.projections..

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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.

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. RPC acts as a holding company for the following legal entity groupings: Cudd Energy Services, Cudd Pressure Control, Thru Tubing Solutions and 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, 2019,2021, RPC had approximately 2,7002,250 employees.

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Business 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 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 are primarily able to generate revenues through equipment or services offered off the well site. During 2019, approximately four2021, less than five percent of RPC’s consolidated revenues were generated from offshore operations in the U.S. Gulf of Mexico. In 2019,2021, we also estimate that 8265 percent of our revenues were related to drilling and production activities for oil, while 1835 percent of revenues were related to drilling and production activities for natural gas.

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. 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 selected international markets.

Support Services include all of the services that provide (i) equipment offered off 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 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 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.locations. Customers primarily include domestic operations of independent oil and gas producers and major multi-nationals and selected nationally owned oil companies.

A brief description of the primary services conducted within each of the operating segments follows:

Technical Services

Pressure Pumping. Pressure pumping services, which accounted for 43 percent of 2021 revenues, 37 percent of 2020 revenues and 42 percent of 2019 revenues, 55 percent of 2018 revenues and 62 percent of 2017 revenues are provided to customers throughout Texas, and the 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 pressure pumping operations include fracturing proppants, acid and bulk chemical

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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:

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 gelfluids and sometimes nitrogen into a cased well at sufficient pressure to fracture the formation at desired locations and depths. Sand, ceramics, or synthetic materials, which are often coated 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 thatto allow oil and natural gas canto 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.

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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.

Cementing — Cementing services are used at the completion stage of an oil or natural gas well to seal the wellbore after the casing string has been run. The process of cementing includes developing a cement slurry formulated for a well’s unique characteristics, pumping the cement through the wellbore and into the space between the well casing and well bore, and allowing it to harden. In addition to completion uses, cementing can also be used to seal a lost circulation zone in an existing well, and to plug a well at the end of its life cycle.

Downhole Tools. Thru Tubing Solutions (“TTS”) accounted for 29 percent of revenues in 2021, 34 percent of revenues in 2020 and 34 percent of 2019 revenues, 25 percent of 2018 revenues and 19 percent of 2017 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 seventen percent of revenues in 2019, six2021, nine percent of revenues in 20182020 and seven percent of revenues in 2017,2019, 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, costlier 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. 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 during 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, and the Company believes that its sources of supply are adequate.

Snubbing. Snubbing (also referred to as hydraulic workover services), which accounted for two percent of revenues in 2021, one percent of revenues in 2020 and one percent of revenues in 2019, one percent of revenues in 2018 and two percent of revenues in 2017, 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 unit can perform many applications at a lower cost than other alternatives. Because this service involvesthe well being serviced by a veryhydraulic workover unit is often under pressure, which is hazardous process that entails high risk,by nature, the snubbing segment of the oil and gas services industry is limited to a relativerelatively few operators who have the experience and knowledge required to perform such services safely and efficiently.safely. 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 four percent of revenues in 2019, three2021, five percent of revenues in 20182020 and twofour percent of revenues in 2017.2019. 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. In addition, nitrogen can be complementary to our snubbing and coiled tubing 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 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.

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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 ServicesPressure Control 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,Pressure Control, 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

Rental Tools. Rental tools accounted for four percent of revenues in 2019, three2021, four percent of revenues in 20182020 and twofour percent of revenues in 2017.2019. 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.Appalachian region.

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Patterson Rental Tools offers a broad range of rental tools including:including drill pipe and associated handling tools, blowout preventers and a variety of tool assemblages that provide well control.

Blowout Preventors

Diverters

High Pressure Manifolds and Valves

Drill Pipe  

Hevi-wate Drill Pipe

Drill Collars

Tubing

Handling Tools  

Production Related Rental Tools

Coflexip® Hoses

Pumps

Wear 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 1415 in the Notes to the Consolidated Financial Statementsconsolidated 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 mid-continent, the southwest, the Gulf of Mexico the Rocky Mountains and the Appalachian regions. Demand for RPC’s services in the U.S. tends to beis 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,improved drilling technology, the drilling rig count in the U.S. has declined by approximately 83 percent from its peak in 1981. However, duedramatically since the early 1980’s. Due to continuously enhanced rig and other technologies moreduring the last decade, an increased number of wells arehave been drilled during periods of strong industry activity, and these wells are increasingly productive. For these reasons, the domestic production of both oil and natural gas in these wells rose to record levels in the fourth quarter of 2019. Oil and gas industry activity levels have historically been volatile, experiencing multiple cycles, including sixseven down cycle troughs between 1981 and 2016,2020, with May 2016August 2020 marking the lowest U.S. domestic rig count in U.S. oilfield history. In the current cycle, the rig count peaked late in the fourth quarter of 2018,Between August 2020 and by early in the first quarter of 2020, had fallen by approximately 27 percent.

Because of the increased efficiency of drilling rigs, the Company also monitors well completions in2022, the U.S. domestic oilfield. Well completions are particularly important to RPC becauserig count rose by approximately 138 percent.

Since the majority of itsRPC’s services are utilized duringat 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.Company closely monitors well completion trends in the U.S. domestic oilfield. As recently reported by the U.S. Energy Information Administration, during the first quarter of 2020, annual well completions fell from a cyclical peak of 21,38121,382 in 2014 to 8,1238,135 in 2016. Between 2016 and 2019, annual well completions increased by 7,6846,227 or 94.676.6 percent. In spiteDuring the oilfield downturn that occurred in 2020, only 7,387 wells were completed, the lowest number of the increase in well completions during the past three years, annual well completions in 2019 were 26.1recorded during the seven years that these data have been reported. During 2021, reported well completions increased to 9,810, an increase of 2,423 wells or 32.8 percent lower than the 2014 cyclical peak.compared to 2020.

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TheHistorical fluctuations in domestic drilling and completions activity since the recent cyclical peak in late 2018 are consistent with the prices of oil and natural gas, global supply and demand for oil and natural gas, the domestic supply of natural gas, capital availability to fund the operations of exploration and production companies, projected near-term economic growth and fluctuations in the value of the U.S. dollar on world currency markets. Following athe most recent cyclical peak in the fourth quarter of 2018, the price of oil had fallenfell by approximately 25 percent as ofby the first quarter of 2020. Although total worldDuring 2020, the historic collapse in oil production was unchanged in 2019,prices discouraged drilling and production increased slightly during this period, expectations for slowingactivity as our customers faced a potential collapse in global economic growth have causedoil demand. Fluctuations in the prices of these commodities, particularly the price of oil, to decline.significantly impact RPC’s financial results.

The average price of natural gas decreasedincreased by approximately 19.293 percent during 20192021 as compared with 2018 and early2020. Early in the first quarter of 2020,2022, the price of natural gas was approximately 4.919.9 percent lowerhigher than the price at the end of 2019.2021. RPC does not believebelieves that the currentrecent increase in the price of natural gas is sufficient to encourage increasing levels of natural gas-directed drilling, and we note that many oil-directed wells produce a great deal of natural gas and natural gas liquids as well. In addition to oil and natural gas, the priceprices of various natural gas liquids plays a minor role in determiningalso determine 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 20192021 the average price of benchmark natural gas liquids decreasedincreased by approximately 37.997 percent compared with 2018.2020. Early in the first quarter of 2020,2022, the price of natural gas liquids decreasedincreased by approximately 26.17.0 percent compared to the average price in 2019. During 2019, the declining price of oil began to discourage drilling and production activity as our customers increasingly began to scrutinize their projected financial returns. This scrutiny has increased early in 2020 due to continued lower commodity prices and budget pressure imposed by capital sources. Fluctuations in the prices of these commodities, particularly the price of oil, significantly impact RPC’s financial results.2021.

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 18since that time has consistently comprised less than 50 percent of total drilling activity. In absolute terms, the natural gas drilling rig count in the third quarter of 2016 was the lowest natural gas drilling rig count ever recorded. During this time period the natural gas drilling rig count as a percentage of the total rig count remained steady at approximately 18 percent of total drilling, though it declined to approximately 15 percent of total drilling early in 2020. U.S. drilling.

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Although U.S. domestic demand for natural gas has increased, and U.S. exports of liquified natural gas have become approximately three percenta source of demand for U.S. natural gas, production, the price of natural gas generally has fallen in recent years due to increased domestic reserves, productivity of new wells, and high associated natural gas production from oil-directed wells. In spite of these unfavorable near-term dynamics,years. Unlike oil demand, which is impacted by numerous global factors, the long-term demand outlook for natural gas is still favorable because, unlike oil, foreign imports of natural gas do not compete withdetermined by U.S. domestic production to a meaningful degree. In addition, liquified natural gas exports, which began in 2013, have increased tremendously and now account for a meaningful use of U.S. natural gas production.export demand. We anticipate that oil-directed drilling will continue to represent the majority of the total drilling rig count for the foreseeable future. We do not believe that natural gas-directed drilling will increase during the near term because of the tremendous productivity of existing natural gas wells, as well as the associated production of natural gas in wells that are directed towards oil drilling. We continue to believe in the long-term growth opportunities forimportance of our business due to the continued highworldwide demand for hydrocarbons generally and the growinghigh production of oil in the domestic U.S. market in particular.market.

Unconventional wells generateare drilled in a higher demand for RPC’s services because they are difficult and costly to complete. They comprisedirection other than a straight vertical direction from the majority of U.S. domestic drilling and during the fourth quarter of 2019 and early in the first quarter of 2020, have reached a historical high of approximately 95 percent of total drilling.Earth’s surface. Because they are drilled through a typically narrow and relatively impermeable formationformations 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 requirecan only be accomplished by using a great deal of pressure pumping horsepower on location to complete the well. Furthermore, since theythese types of wells 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. For these reasons, unconventional wells require more of RPC’s services than conventional wells. Specifically, these types of wells require RPC’s pressure pumping and coiled tubing services, as well as our downhole tools and services. Since 2016, unconventional oil and gas wells have comprised greater than 80 percent of U.S. domestic drilling and RPC believes that they will continue to comprise the majority of drilling activity because of their high initial production rates. The advent of unconventional drilling in the U.S. domestic market, which RPC believes to be a permanent change, continues to have a positive impact on the demand for RPC’s services.

International.RPC has historically operated in several countries outside of the United States, and international revenues accounted for fivefour percent of RPC’s consolidated revenues in 2019,2021, six percent in 2020 and five percent in 2018 and four percent in 2017.2019. RPC’s allocation 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 increased 61.9decreased 13.0 percent in 20192021 compared to the prior year primarily due to higherlower customer activity levels in Algeria and to a lesser extent, Mexico and Pakistan,Saudi Arabia, partially offset by lowerhigher activity in Gabon.Canada. During 2019,2021, RPC provided downhole motors and tools in Argentina, Canada, Mexico and Oman, as well as rental tools in Pakistan. We also provided snubbing services in Gabon.Saudi Arabia. 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 2020.2022.

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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 1415 in the Notes to Consolidated Financial Statementsconsolidated 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 equipment 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 with 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 in recent years, however, due to high seller valuation expectations and the risk of integrating acquired businesses into our existing operations. 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 working capital and other capital requirements. The borrowing base for this credit facility is $125$100 million, less the amountincluding a $35 million letter of any outstanding letters of credit.credit sublimit, and a $35 million swingline sublimit. There was

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no outstanding balance on this credit facility as of December 31, 2019.2021. Our capital structure is more conservative than that of many of our peers.

Customers

Demand for RPC’s services and equipment 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 2019,2021, RPC provided oilfield services to several hundred customers. Of these customers, there was no customer in 20192021 or 20182020 that accounted for more than 10 percent or more of revenues.

Sales are generated by RPC’s sales force and through referrals from existing 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.

Competition

RPC operates in highly competitive areas of the oilfield services industry. We sell our equipment and services 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. During the oilfield downturn ofthat began in 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 onmost recent downturn that began in 2019, fewer oilfield services companies became insolvent than in the industry from the financial markets facilitated the formationprevious downturn, partially because of new companies and allowed existing companies to expand their operations. RPC believesCOVID-19 – related Federal stimulus that these expanded or newly formed companies increased competitive pressures during the near term, since theysupported operations that would otherwise have become insolvent. Oilfield activity levels began to provide services to our existing customers at lower prices, and hired experienced personnel from more established companies such as RPC. Pricing for our services improved significantly during 2017, but began to declineimprove during the fourth quarter of 20172020, and throughout 2019. Rising oilpricing for our services began to improve during the fourth quarter of 2021, both of which supported the operations of oilfield services companies that remained in operation. In addition, improving completion services efficiency during this period served to increase effective capacity and gas production becauseimpose another catalyst for declining pricing and utilization. The combination of completion efficiencies is contributinga large number of oilfield services companies and the increased efficiency with which these companies provide services have caused the oilfield services business to competitive pricing.remain competitive. 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.

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

Human Capital

The table below shows the number of employees at December 31, 2021 and 2020:

At December 31,

    

2021

    

2020

Employees

 

2,250

 

2,005

The Company operates in a cyclical business where financial performance and headcount is influenced by, among other things, changes in oil and natural gas prices. The Company’s key human capital management objectives are focused on fostering talent in the following areas:

Diversity and Equality - The Company’s workforce reflects the diversity of the communities in which it operates. Our dedicated team of employees works towards a common purpose. Our Company is strong in its values, relationships and consistency in management. We have long been dedicated to recruiting and hiring recently discharged military personnel, and dedicated resources undertake this recruiting effort at our company. The Company received the U.S. Department of Labor's "2019 Hire Vets Medallion Award" in recognition of this effort and its success. The Board of Directors has a Human Capital Management and Compensation Committee that monitors compliance with applicable non-discrimination laws related to race, gender and other protected classes. The Committee provides a report of such incidences to the Board on an annual basis.

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Development and Training - The Company’s management team and all its employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. We have implemented and maintained a corporate compliance program to provide guidance for everyone associated with the Company, including its employees, officers and directors (the "Code"). Annual review of the Code is required, and the code prohibits unlawful or unethical activity, including discrimination, and directs our employees, officers, and directors to avoid actions that, even if not unlawful or unethical, might create an appearance of illegality or impropriety. In addition, the Company provides annual training for preventing, identifying, reporting and ending any type of unlawful discrimination. The Company also provides a wide variety of opportunities for professional growth for all employees with in-classroom and online training, on-the-job experience and counseling.

Compensation and Benefits - The Company focuses on attracting and retaining employees by providing compensation and benefit packages that are competitive in the market, taking into account the location and responsibilities of the job. We provide competitive financial benefits such as a 401(k) retirement plan with a company match, and generally grant awards of restricted stock for certain of our salaried employees. We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs that support their physical and mental health by providing tools and resources to help them improve or maintain their health status.

RPC has always believed in the long-term value of education, and has demonstrated this belief through a college scholarship program for the children of employees. This program, which awards four-year college scholarships based on merit, parents' tenure, and need has invested more than $1 million to support hundreds of children of employees as they earn college degrees. A number of these college graduates have come to work for RPC and have followed their parents to become valuable employees.

RPC and its subsidiaries have regularly participated in efforts to support the communities in which we live. We have participated in the United Way Campaign in the city in which our corporate headquarters is located for more than 30 years. In addition, we have sponsored several emergency relief efforts following natural disasters, such as hurricanes and tornados, in communities in which our field offices are located.

Safety - The Company adheres to a comprehensive safety program to promote a safe working environment for its employees, contractors and customers at its operational locations and active job sites. This program complies with applicable regulatory guidelines for oilfield operations and is enhanced by our analysis of workplace-related incidents and evolving preventative measures. We monitor our workplace safety record and compare it to industry benchmarks and our internal metrics to find areas for improvement. In addition, a component of our field employee compensation plans is based on safety measures.

RPC is making technology and process investments which reduce the number of employees on a job location and change the roles of the remaining employees in ways that reduce their exposure to safety hazards. We believe that this reduced exposure to active areas of a job location has led to fewer safety incidents in a service line which has a high concentration of employees.

In response to the COVID-19 pandemic, we implemented a response plan that we believe was in the best interest of our employees and the communities in which we operate. This included transitioning our workforce to a remote work model where possible, while implementing additional safety measures for essential employees continuing critical on-site work.

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 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 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 twofour primary administrative buildings, two leased facilities, one leased facility in each of The Woodlands, Texas, and Midland, Texas, that includesinclude the Company’s operations, engineering, sales and marketing headquarters, and onetwo owned facilityfacilities, one in Houma, Louisiana that includes certain administrative functions.functions and one in Newcastle, Oklahoma that includes certain administrative functions, operations, engineering, sales and equipment storage yards. RPC believes that its facilities are adequate for its current operations. For additional information with respect to RPC’s lease commitments, see Note 1016 of the Notes to Consolidatedconsolidated 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

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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. More stringent environmental standards compel the Company to buy more expensive equipment to meet those standards and also renders older equipment obsolete.

In addition, our customers are affected by laws and regulations relating to the exploration 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. 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.

Availability of Filings

RPC makes available, free of charge, on its website, 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 they are filed with the Securities and Exchange Commission.

Item 1A. Risk Factors

Risks Related to our Business.

Demand for our equipment 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 equipment 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 OPEC, an oil cartel which controls approximately 3240 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 adversely affects the demand for our equipment and services and our financial condition and results of operations.

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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. There was no customer that accounted for more than 10 percent or more of the Company’s revenues in 2019, 20182021, 2020 or 2017.2019. In addition, there was no customer as of December 31, 20192021 or 20182020 that accounted for more than 10 percent or more of accounts receivable. The 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 concentration of customers in one industry and periodic downturns may impact our overall exposure to credit risk and cause us to experience increased lossescredit loss allowance for doubtful accounts.accounts receivable.

Substantially all of our customers operate in the energy industry. This concentration of customers in one industry may impact our overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. The periodic downturns that our industry experiences may adversely affect our customers' operations which could cause us to experience increased credit losses for doubtful accounts.accounts receivable.

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Our business depends on capital spending by our customers, many of whom rely on outside financing to fund their operations.

Many of our customers rely 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 event 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 a decrease in its revenues and profit margins.

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 equipment 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.

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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. Early in the first quarter of 2022, the Company and our industry is being affected by shortages of skilled labor. If either of these events occurred,labor shortages continue or a significant increase in wages occur, our capacity and profitability could be diminished, and our growth potential could be impaired.

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

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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 to maintain our equipment and increase our fleet of equipment to expand our operations, and we have access to our credit facility to fund our necessary working capital and other capital requirements. Our credit facility, as amended September 25, 2020, provides a borrowing base of $100 million less the amount of any outstanding letters of credit, and 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.

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

Our operations in various international 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 financial results could continue to be negatively impacted by the COVID-19 pandemic.

The oil and gas industry experienced an unprecedented disruption during 2020 due to the substantial decline in global oil demand caused partly by the COVID-19 pandemic. Although global demand began to rebound in 2021, a worsening of the pandemic could continue to impact the economic conditions in the United States, as federal, state and local governments react to the public health crisis, creating uncertainties in the United States, as well as the global economy. RPC instituted strict procedures to assess employee health and safety while in its facilities or on operational locations and attempted to hire redundant crews in order to continue to provide services to its customers. These measures increased the Company’s operating expenses, and such higher operating expenses could continue if the COVID-19 pandemic continues during 2022.

Risk Management Risks.

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

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.

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

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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.

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Compliance with federal and state regulations relating to hydraulic fracturing 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 coordinated a review of hydraulic fracturing practices. In addition, a committee of the United States House of Representatives investigated hydraulic fracturing practices and publicized information regarding the materials used in hydraulic fracturing. The U.S. Environmental Protection Agency (EPA) also conducted a study of the environmental impact of hydraulic fracturing practices, and in 2015, issued a report which concluded that hydraulic fracturing had not caused a measurable impact on drinking water sources in the U.S. This and similar conclusions from similar investigations carry positive implications for our industry. In spite of these favorable empirical data, however, two presidential candidates in onethe current administration imposed a temporary suspension of the major U.S. political parties have stated that they will ban hydraulic fracturing early in their presidential terms, which will begin in the first quarter of 2021. Furthermore, one of those candidates, in his current position as a U.S. senator, introduced a bill during the first quarter of 2020 which, if passed, would commission a study ofnew oil and natural gas wells in the United States and would institute a permanent banleasing permits on all hydraulic fracturing by the year 2025. We believe that such a ban, if it occurs, would be less comprehensive than this bill contemplates. One possibility is that the legislation would only impact Federalfederal oil and gas drilling areas,areas. This suspension has been challenged in court and was blocked in the fourth quarter of 2021. Early in 2022 a final decision was still pending. This legislation has had a minimal impact on RPC’s Technical Services Segment’s revenues. Furthermore, we do not believe that this ban, or any similar future ban, would impact RPC’s Technical Services Segment’s revenues because this or similar bans would only apply to drilling and completion on Federal lands, which at the present time representaccount for less than 2010 percent of U.S. drilling and completion activities. We are unable to predict the outcome of the 2020 U.S. presidential election, the probability of the passing of the proposed ban on hydraulic fracturing, and the scope of this ban if it is passed. If this or similar legislation is passed, however, we believe that such legislation would reduce the demand for RPC’s hydraulic fracturing services, as well as the other services within RPC’s Technical Segment.oilfield activity.

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

Our operations in various international 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.

Risks Related to our Capital and Ownership Structure.

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 theirhis control (the “Controlling Group”), 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.directors, and independent compensation and nominating committees.

RPC’s executive officers, directors and their affiliates hold directly or through indirect beneficial ownership, in the aggregate, 7367 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.

The Controlling Group could take actions that could negatively impact our results of operations, financial condition or stock price.

The Controlling Group may from time to time and at any time, in their sole discretion, acquire or cause to be acquired, additional equity or other instruments of the Company, its subsidiaries or affiliates, or derivative instruments the value of which is linked to Company securities, or dispose or cause to be disposed, such equity or other securities or instruments, in any amount that the Controlling Group may determine in their sole discretion, through open market transactions, privately negotiated transactions or otherwise. In addition, depending upon a variety of factors, the Controlling Group may at any time engage in discussions with the

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Company and its affiliates, and other persons, including retained outside advisers, concerning the Company’s business, management, strategic alternatives and direction, and in their sole discretion, consider, formulate and implement various plans or proposals intended to enhance the value of their investment in the Company. In the event the Controlling Group were to engage in any of these actions, our common stock price could be negatively impacted, such actions could cause volatility in the market for our common stock or could have a material adverse effect on our results of operations and our financial condition.

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.

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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 director nominations, 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 equipmentRisks Related to Digital operations, Cybersecurity and several types of materials used in providing our services are available from a limited number of suppliers.Business Disruption.

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 credit facility to fund our necessary working capital and equipment requirements. Our credit facility, as amended July 26, 2018, provides a borrowing base of $125 million less the amount of any outstanding letters of credit, and 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.

Our operations rely on digital systems and processes that are subject to cyber-attacks or other threats 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 and services 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. cyber-attacks, both from internal and external threats. Internal threats in cybersecurity are caused by the misuse of access to networks and assets by individuals within the Company by maliciously or negligently disclosing, modifying or deleting sensitive information. Individuals within the Company include current employees, contractors and partners. External threats in cybersecurity are caused by unauthorized parties attempting to gain access to our networks and assets by exploiting security vulnerabilities or through the introduction of malicious code, such as viruses, worms, Trojan horses and ransomware. In response to the risk of cyber-attacks, we regularly review and update processes to prevent unauthorized access to our networks and assets and misuse of data. We provide regular security awareness training for all employees, simulate phishing assessments and closely manage the accounts and privileges of all employees and contractors. We also maintain an up-to-date incident response plan to quickly address cybersecurity incidents. We have experienced cyberattacks, including phishing and other attempts to gain unauthorized access to our network. To date, these attacks have not had a material impact on our operations.

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.

1314

Item 2. Properties

RPC owns or leases approximately 10065 offices and operating facilities. The Company leases approximately 21,200 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. As of December 31, 2019,2021, the lease agreement on the headquarters is effective through 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:

Owned Locations

Broussard, Louisiana — Operations, sales and equipment storage yardsyard

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

Houma, Louisiana — Administrative office

Houston,Channelview, Texas — Pipe storage terminalyard and inspection sheds

Kilgore, Texas — Operations, sales and equipment storage yardsservices

Odessa, Texas — Operations, sales and equipment storage yardsPumping services facility

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

Vernal, Utah — Operations, sales and equipment storage yards

Newcastle, Oklahoma — Operations, sales and administrative offices

Leased Locations

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 officeoffices

Seminole, Oklahoma — Pumping services facility

The Woodlands, Texas — Operations, sales and administrative office

Washington, PennsylvaniaOdessa, TexasOperations, sales and equipment storage yardsPumping services facility

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.

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. Information About Our Executive Officers

EachIn April of 2021, the Executive Officers of the executive officers of RPC wasCompany were elected by the Board of Directors to serve at least one year, or until the April 2022 Board of Directors’ meeting, immediately following the next annual meeting of stockholders or until histheir earlier removal by the Board of Directors or histheir resignation. The following table lists the executive officers of RPC and their ages, offices, and terms of office with RPC.

Name and Office with Registrant

    

Age

    

Date First Elected to Present Office

R. Randall Rollins (1)

88

1/24/84

Chairman of the Board

Richard A. Hubbell (2)(1)

 

7577

 

4/22/03

President and Chief Executive Officer

Ben M. Palmer (3)(2)

 

5961

 

7/8/96

Vice President, Chief Financial Officer and Corporate Secretary

14

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

(1)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.

15

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

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 14, 202018, 2022 there were 214,432,084216,586,626 shares of common stock outstanding and approximately 13,50010,700 beneficial holders of our common stock.

Issuer Purchases of Equity Securities

Shares repurchased by the Company and affiliated purchases in the fourth quarter of 20192021 are outlined below.

    

    

    

Total Number of 

    

Maximum Number (or

 

 

 

Shares (or Units)

 

Approximate Dollar 

 

Total Number of 

 

 

Purchased as Part 

 

Value) of Shares (or 

 

Shares 

Average Price 

 

of Publicly 

 

Units) that May Yet Be 

(or Units)

Paid Per Share

 

Announced Plans 

 

Purchased Under the 

Period

Purchased

(or Unit)

 

or Programs

 

Plans or Programs (1)

October 1, 2019 to October 31, 2019

 

$

 

 

8,248,184

 

  

 

  

 

  

 

  

November 1, 2019 to November 30, 2019

 

548

(2)

 

4.12

 

 

8,248,184

 

  

 

  

 

  

 

  

December 1, 2019 to December 31, 2019

 

 

 

 

8,248,184

Totals

 

548

$

4.12

 

 

8,248,184

Total Number

Maximum

of Shares (or

Number (or

Units)

Approximate

Purchased as

Dollar Value) of 

Part of

Shares (or Units)

Total Number of 

Average Price 

Publicly 

that May Yet Be 

Shares 

Paid Per

Announced

Purchased Under

(or Units)

Share

Plans or

the Plans or

Period

Purchased

(or Unit)

Programs (1)

Programs (1)

October 1, 2021 to October 31, 2021

$

8,248,184

November 1, 2021 to November 30, 2021

8,248,184

December 1, 2021 to December 31, 2021

8,248,184

Totals

$

8,248,184

(1)The Company has a stock buyback program initially adopted in 1998 and subsequently amended in 2013 and 2019 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 no shares repurchased as part of this program during the fourth quarter of 2021. As of December 31, 2021, there are 8,248,184 shares available to be repurchased under the current authorization. Currently the program does not have a predetermined expiration date.

(1)The Company has a stock buyback program initially adopted in 1998 and subsequently amended in 2013 and 2019 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 no shares repurchased as part of this program during the fourth quarter of 2019. As of December 31, 2019, there are 8,248,184 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 2000 Index (“Russell 2000”), 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.

16

The Company was a component of the Russell 2000 during 2019.2021. The Russell 2000 is a stock index measuring the performance of the small-cap segment of the US equity universe. The components of the index had a weighted average market capitalization in 20192021 of $2.5$3.0 billion, and a median market capitalization of $821 million.$1.3 billion. The Russell 2000 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 equipment and services as the Company. The companies included in the Peer Group are Weatherford International Inc., Superior Energy Services,plc, Oil States International, Inc., Patterson-UTI Energy, 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. The peer group used in the immediately preceding fiscal year (“the Former Peer Group”) included Weatherford International, Inc., Superior Energy Services, Inc., Patterson-UTI Energy, Inc., and Halliburton Company. Superior Energy Services, Inc., was included in the Former Peer Group but not the Peer Group because its common stock no longer trades on a recognized exchange. The Company included Oil States International, Inc. in the Peer Group because it engages in similar oilfield businesses.

Graphic

Graphic

Item 6. Selected Financial DataReserved

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.

17

Statements of Operations Data:

Years Ended December 31,

    

2019

    

2018

    

2017

    

2016

    

2015

 

(in thousands, except employee and per share amounts)

Revenues

$

1,222,409

$

1,721,005

$

1,595,227

$

728,974

$

1,263,840

Cost of revenues

 

919,595

 

1,183,048

 

1,050,809

 

607,888

 

986,144

Selling, general and administrative expenses

 

168,127

 

168,151

 

159,194

 

150,690

 

156,579

Impairment and other charges

 

82,273

 

-

 

-

 

-

 

-

Depreciation and amortization

 

170,409

 

163,120

 

163,537

 

217,258

 

270,977

(Gain) loss on disposition of assets, net

 

(3,707)

 

(3,344)

 

(4,530)

 

(7,920)

 

6,417

Operating (loss) profit

 

(114,288)

 

210,030

 

226,217

 

(238,942)

 

(156,277)

Interest expense

 

(334)

 

(489)

 

(426)

 

(681)

 

(2,032)

Interest income

 

1,906

 

2,426

 

1,494

 

467

 

83

Other (expense) income, net

 

(385)

 

9,313

 

5,531

 

(204)

 

5,185

(Loss) income before income taxes

 

(113,101)

 

221,280

 

232,816

 

(239,360)

 

(153,041)

Income tax (benefit) provision (1)

(25,990)

45,878

70,305

(98,114)

(53,480)

Net (loss) income (1)

$

(87,111)

$

175,402

$

162,511

$

(141,246)

$

(99,561)

(Loss) earnings per share: (1)

Basic

$

(0.41)

$

0.82

$

0.75

$

(0.66)

$

(0.47)

Diluted

$

(0.41)

$

0.82

$

0.75

$

(0.66)

$

(0.47)

Dividends paid per share

$

0.150

$

0.470

$

0.200

$

0.050

$

0.155

Other Data:

 

 

  

 

  

 

  

 

  

Operating (loss) profit margin percent

 

(9.3)

%  

 

12.2

%  

 

14.2

%  

 

(32.8)

%  

 

(12.4)

%

Net cash provided by operating activities

$

209,141

$

389,009

$

133,704

$

101,704

$

473,792

Net cash used for investing activities

 

(235,788)

 

(219,727)

 

(104,386)

 

(21,339)

 

(157,583)

Net cash used for financing activities

 

(39,592)

 

(144,070)

 

(70,103)

 

(13,726)

 

(260,785)

Capital expenditures

$

250,629

$

242,610

$

117,509

$

33,938

$

167,426

Employees at end of period

 

2,700

 

3,600

 

3,500

 

2,500

 

3,100

 

  

 

  

 

  

 

  

 

  

Balance Sheet Data at Year End:

 

  

 

  

 

  

 

  

 

  

Accounts receivable, net

$

242,574

$

323,533

$

377,853

$

169,166

$

232,187

Working capital

 

335,456

 

475,701

 

494,775

 

377,589

 

384,744

Property, plant and equipment, net

 

516,727

 

517,982

 

443,928

 

497,986

 

688,335

Total assets

 

1,053,218

 

1,199,580

 

1,147,224

 

1,035,452

 

1,237,094

Long-term debt

 

 

 

 

 

Total stockholders’ equity

$

830,333

$

950,419

$

911,697

$

806,799

$

952,281

(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.

18

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” and the Consolidated Financial Statementsconsolidated financial statements included elsewhere in this document. See also “Forward-Looking Statements” on page 2. Discussions of year-to-year comparisons of 2020 and 2019 items that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 on our Annual report on Form 10-K for the year ended December 31, 2020, which Item is incorporated herein by reference.

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 capital strength sufficient to allow us to remain a going concern and maintain our operational strength during protracted industry downturns.
-To maintain an efficient, low-cost capital structure which includes an appropriate use of debt financing.
-To optimize asset utilization with the goal of increasing revenues and generating leverage of direct and overhead costs, balanced against increasingly high maintenance requirements and low financial returns experienced during times of low customer pricing for our services.
-To deliver product 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.operations.
-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.

The oil and gas industry experienced an unprecedented disruption during 2020 due to the substantial decline in global oil demand caused partly by the COVID-19 pandemic. Although global demand began to rebound in 2021, the pandemic could continue to impact the economic conditions in the United States, as federal, state and local governments react to the public health crisis, creating uncertainties in the United States, as well as the global economy. RPC instituted strict procedures to assess employee health and

1918

safety in its facilities and operational locations and attempted to hire redundant crews in order to continue to provide services to its customers.

Current industry conditions are characterized by oil prices which have fallenrisen from a cyclical peak of $75less than $20 per barrel in the fourthsecond quarter of 20182020 to $53approximately $86 per barrel early in the first quarter of 2022, the highest recorded oil price since the fourth quarter of 2014. While there are many factors influencing the price of oil, we note that the global oil market was oversupplied by approximately six percent during the second and third quarters of 2020 but was undersupplied by approximately two percent during the third and fourth quarters of 2020 and throughout 2021. We believe that the imbalance in global supply and demand have been an important catalyst for the significant increase in the price of oil since the cyclical low during the second quarter of 2020. In spite ofresponse to this significant decreaseincrease in the price of oil, the U.S. domestic rig count andhas risen from a low of 244 in the third quarter of 2020 to 610 early in the first quarter of 2022. In addition, well completion countscompletions have not fallen significantly duringincreased from 1,110 in the third quarter of 2020 to 2,578 in the fourth quarter of 2019 and into the first quarter of 2020. However, many of our customers indicate that they are curtailing or delaying their drilling and completion plans early in 2020, and we believe that this will have a negative impact on RPC’s revenues and earnings during the near term. One catalyst for the recent decrease in the price of oil relates to global supply and demand for the commodity. Early in 2020, a potential slowdown in economic growth is perceived to be a catalyst for lower oil prices, a factor which is exacerbated by continued growth in oil production, particularly in the United States. 2021.

RPC believes that oil production in the United States has also become an increasingly important determinant of global oil prices, because the United States grewhas grown to be the world’s largest producer of oil duringand is more flexible in its ability to increase or decrease drilling and production activities more rapidly than the second quarter of 2016. Following its recent peak, U.S.state-owned oil production fell by 25 percent as ofcompanies which comprise OPEC membership. During the third quarter of 2017. Since that time, however,past several years, improving drilling and completion activity have caused U.S. domestic oil production to continue to rise and as of the most recent monthly reported statistics, current U.S. oil production has increased to a record production level that is 42in December 2019. Oil production fell during 2020 during the downturn caused by the COVID-19 pandemic, but by the end of 2021 had increased by approximately 17 percent higher thancompared to the cyclical lowlowest oil production recorded during the thirdsecond 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 lower oil prices during the near term.2020. 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 2017 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 has 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. We believe thatOne of these factors will continue to depresshas been mitigated by the decline in oil-directed drilling. As a result, the price of natural gas-directed drilling during the near term. Fromgas has recovered from a low of $1.72$1.63 per Mcf during the second quarter of 2017, the price of natural gas had risen2020 to $1.95$4.30 per Mcf early in the first quarter of 2020. While current2022. The price increases in natural gas pricesduring the 2021 and early 2022 are higher than at the recent cyclical trough, we believeencouraging, and RPC believes that they are still too low to encouragehave encouraged our customers to conduct explorationincrease drilling and production activities directed exclusively towards natural gas.completion activities.

In 2019, theThe Company’s strategy of utilizing equipment in unconventional basins has continued. During 2019,2021, we made capital expenditures, excluding the equipment acquired under a finance lease, totaling $250.6$67.6 million, an increase of $2.6 million compared to the prior year. Capital expenditures during 2021 were primarily for new revenue-producing equipment anddirected towards capitalized maintenance of our existing equipment.and selected growth opportunities.

Revenues during 20192021 totaled $1.2 billion, a decrease$864.9 million, an increase of 29.044.6 percent compared to 20182020. This increase was primarily as a result of lowerdue to higher customer activity levels and lower pricing for certain service lines. Cost of revenues decreased $263.5 million in 2019during 2021 compared to the prior year which was negatively impacted by COVID-19 shutdowns. Cost of revenues increased $182.5 million in 2021 compared to the prior year primarily due to lower employment costs, maintenance and repairsincreases in expenses consistent with higher activity levels, such as materials and supplies expenseexpenses, employment costs and fuel costs. In addition, these costs increased due to higher market prices for materials and supplies, fuel and other costs, all of which were driven by lower activity levels.raw materials. As a percentage of revenues, cost of revenues increaseddecreased to 75.276.7 percent in 20192021 compared to 68.780.4 percent in 2018.2020 due to the leverage of higher revenues over direct employment costs and improved pricing for RPC’s services.

Selling, general and administrative expenses as a percentage of revenues increaseddecreased to 13.814.3 percent in 20192021 compared to 9.820.7 percent in 2018 due to lower revenues over primarily fixed expenses.

Impairment and other charges were $82.3 million in 2019,2020, primarily due to equipment disposals, closing operating locations and reducing employee staffing.leverage of higher revenues over costs that are relatively fixed during the short term.

LossIncome before income taxes was $113.1$16.4 million for 20192021 compared to incomeloss before income taxes of $221.3$309.4 million in 2018.2020. Net lossincome for 20192021 was $87.1$7.2 million, or $0.41 loss$0.03 earnings per share compared to net incomeloss of $175.4$212.2 million, or $0.82 earnings$1.00 loss per share in 2018. Net income2020. The net loss in 2019 and 2018 reflect the lower income tax rates as a result2020 includes non cash charges of the Tax Cuts and Jobs Act enacted in 2017.$211.0 million related primarily to asset impairments.

Cash flows from operating activities decreased to $209.1$47.7 million in 20192021 compared to $389.0$78.0 million in 20182020 primarily due to lower earnings, partially offset by a favorable changesincreased working capital requirements in 2021 compared to decreased working capital.capital requirements in 2020. As of December 31, 2019,2021, there were no outstanding borrowings under our credit facility.

Outlook

Drilling activity in the U.S. domestic oilfields, as measured by the rotary drilling rig count, reached a cyclical peak of 1,9311,083 during the fourth quarter of 2018. Between the fourth quarter of 2018 and the third quarter of 2014. Between the third quarter of 2014 and the second quarter of 2016,2020, the drilling rig count fell by 7977 percent. During the secondthird quarter of 2016,2020, the U.S. domestic drilling rig count reached the lowest level ever recorded.recorded up to that time. The principal catalyst for this steep rig count decline was the decrease in the price of oil in the world markets resulting from the decline in global oil demand associated with the COVID-19 pandemic which began in the thirdfirst quarter of 2014. The price of oil began to fall at that time due to the perceived oversupply of oil, weak global demand growth, and the strength of the U.S. dollar on world currency markets. During the second quarter of 2016, the price of oil and the U.S. domestic rig count began to increase, and increased steadily throughout the remainder of 2016, 2017 and 2018. At the end of 2019, the U.S. domestic rig count had fallen by approximately 26 percent compared with the end of 2018. 2020.

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

19

count; therefore, we believe 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. completions

20

during 2018 increased by approximately 3025 percent to 14,655 in 2018 compared to 11,277 in 2017, and by approximately sevenfive percent in 2019 compared to 15,734 during2018. Well completions in 2020 decreased by approximately 49 percent compared to 2019. However, we believe that U.S. oilfield well completion activity will decline during the near term.completions in 2021 increased by approximately 33 percent compared to 2020.

The current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity. DuringFollowing the trough of the most recent oilfield downturn in the second quarter of 2020, the price of oil has risen by more than 215 percent early in the first two quartersquarter of 2016,2022 compared to the pricesaverage price of oil and natural gas remained at low levels that discouraged our customers from undertaking mostin the second quarter 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 2018.2020. The price of natural gas declinedhas risen by approximately 150 percent during 2019the same time period, due to steady demand for natural gas and we do not believenormal seasonal demand in the first quarter of 2022. Following a low price of $0.23 per gallon in the first quarter of 2020, the price of benchmark natural gas liquids has risen to $1.18 per gallon early in the first quarter of 2022. The price increases in these commodities during the past year are encouraging, and RPC believes that it is at a level that encouragesthey have encouraged our customers to increase their natural gas directed drilling and productioncompletion activities. The price of oil began to increase during 2019, and at the end of the fourth quarter of 2019 was approximately 35 percent higher than at the end of the fourth quarter of 2018. The average price of natural gas liquids in 2019 decreased by 19.2 percent compared to the average price for the full year 2018.

The majority of the U.S. domestic rig count remains directed towards oil. AtEarly in the beginningfirst quarter of 2020,2022, approximately 8582 percent of the U.S. domestic rig count was directed towards oil, a slightan increase compared towith approximately 77 percent during the same period in the 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. WeHowever, we believe that this relationshipnatural gas-directed drilling has increased and will continue to increase in natural gas-directed basins in the United States due to relatively lowthe current and projected high prices of natural gas. This trend should be favorable for natural gas, high production from existing natural gas wells, and industry projections of limited increasesthe demand for RPC’s services in domestic natural gas demand during the near term.these basins.

We continue to monitor the market for our services and the competitive environment.environment, including the current trends and expectations with regard to environmental concerns and related impact on our fleets. The U.S. domestic rig count had increased sharply sincegrowing efficiency with which oilfield completion crews are providing services is a catalyst for the historical low recordedoversupplied nature of the oilfield services market. We believe that most of the feasible efficiency gains have been realized, and a number of our smaller competitors have ceased operations. These factors, combined with the increase in drilling and completion and the improvement in commodity prices, leads us to believe that the competitive market for our services will improve during the near term.

During the third quarter of 2016 and continuing until2021, RPC entered into an agreement for a new Tier IV dual-fuel pressure pumping fleet, which immediately went to work at the fourth quarter of 2018, though the rig count has declined during 2019. The fact that drilling and completion activities continue to be highly service-intensive and require a large amount of equipment and raw materials carries favorable implications for our activity levels. Furthermore, we note that some wells in the U.S. domestic market have been drilled but not completed. At the endbeginning of the fourth quarter ofquarter. In 2019, the number of wells in this category had decreased by approximately ten percent since the beginning of 2019. These moderately positive economic factors are offset by indications from our customers that they intend to reduce drilling and completion activity during 2020 because they are managing their operations to maximize near-term cash flow. Also, during 2018, we began to observe that oilfield completion crews and equipment were providing services with increasing efficiency, and we believe that this higher efficiency has caused the market for several oilfield completion services, including pressure pumping, to become oversupplied. This trend continued during 2019, and we believe that this development carries negative consequences for pricing of our services, utilization of our equipment and our financial results during the near term.

Activity levels and pricing for oilfield services reached 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, became catalysts for lower pricing and activity levels in 2019. RPC expanded the size of its fleet of revenue-producing equipment, modestly during 2018while also retiring older equipment which could no longer function effectively in service-intensive operating environments. We continue to selectively upgrade our existing equipment to operate using multiple fuel sources and placed ordersto take advantage of advances in the latter part of 2018 for a small amount of new equipment that was delivered in 2019. The equipment we placed in service in 2018technology and 2019 is more powerfuldata collection. We will continue to monitor current and efficient than earlier generations of oilfield service equipment,expected customer activity levels and we believe that it will produce acceptableprojected financial returns as it is placed in service at high utilization levels.we consider activating additional idle equipment during the near term. Our consistent response to the near-term potential of lower activity levels and competitive pricing ishas been to undertake moderate fleet expansions which we believe will allow us to maintain a strong balance sheet, even if near-term pricingwhile also positioning RPC for long-term growth and activity levels generated by 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.

The Company recorded impairment and other charges in 2019 of $82.3 million primarily related to equipment disposals, closing operating locations and reducing employee staffing. We made operational decisions resulting in these impairments and other charges because the U.S. oilfield has undergone fundamental changes in the past few years. These changes require equipment which is capable of operating continuously, over long periods of time, and much of our older equipment is not able to fulfill this requirement, no matter how well maintained. We believe that the oilfield will require less pressure pumping equipment in the foreseeable future based on the fact that U.S. oil production has reached record levels while not fully utilizing the pressure pumping capacity that has been available during the period. In addition, we are aware that our customers have been forced to conduct their operations with little or no access to outside capital for the first time in many years, and we assume that this aspect of exploration and production financing will remain in place for the foreseeable future, thereby reducing the volume of future drilling and completion of new wells.strong financial returns.

2120

Results of Operations

Years Ended December 31,

    

2019

    

2018

    

2017

(in thousands except per share amounts and industry data)

 

  

Consolidated revenues

$

1,222,409

$

1,721,005

$

1,595,227

Revenues by business segment:

 

 

 

Technical

$

1,145,554

$

1,647,213

$

1,538,351

Support

76,855

 

73,792

 

56,876

 

  

 

 

Consolidated operating (loss) profit

$

(114,288)

$

210,030

$

226,217

Operating (loss) profit by business segment:

 

 

 

Technical

$

(32,993)

$

216,703

$

251,476

Support

 

10,016

 

4,612

 

(12,228)

Corporate expenses

 

(12,745)

 

(14,629)

 

(17,561)

Impairment and other charges (1)

(82,273)

-

-

Gain on disposition of assets, net

 

3,707

 

3,344

 

4,530

 

 

 

Net (loss) income (2)

$

(87,111)

$

175,402

$

162,511

(Loss) Earnings per share — diluted (2)

$

(0.41)

$

0.82

$

0.75

Percentage of cost of revenues to revenues

 

75

%  

 

69

%  

 

66

%

Percentage of selling, general and administrative expenses to revenues

 

14

%  

 

10

%  

 

10

%

Percentage of depreciation and amortization expenses to revenues

 

14

%  

 

10

%  

 

10

%

Effective income tax rate (2)

 

23.0

%  

 

20.7

%  

 

30.2

%

Average U.S. domestic rig count

 

943

 

1,032

 

877

Average natural gas price (per thousand cubic feet (mcf))

$

2.57

$

3.18

$

2.99

Average oil price (per barrel)

$

56.90

$

65.02

$

50.84

    

2021

    

2020

    

2019

Consolidated revenues [in thousands]

$

864,929

$

598,302

$

1,222,409

Revenues by business segment [in thousands]:

 

 

 

Technical

$

815,046

$

556,488

$

1,145,554

Support

$

49,883

$

41,814

 

76,855

 

  

 

  

 

  

Consolidated operating income (loss) [in thousands]

$

16,291

$

(309,635)

$

(114,288)

Operating income (loss) by business segment [in thousands]:

 

 

 

Technical

$

24,434

$

(82,525)

$

(32,993)

Support

 

(2,725)

 

(6,714)

 

10,016

Corporate

 

(13,300)

 

(12,426)

 

(12,745)

Impairment and other charges (1)(2)

(217,493)

(82,273)

Gain on disposition of assets, net

$

10,882

$

9,523

$

3,707

 

 

 

Net income (loss)

$

7,217

$

(212,192)

$

(87,111)

Earnings (Loss) per share — diluted

$

0.03

$

(1.00)

$

(0.41)

Percentage cost of revenues to revenues

 

77

%  

 

80

%  

 

75

%  

Percentage selling, general & administrative expenses to revenues

 

14

%  

 

21

%  

 

14

%  

Percentage depreciation and amortization expense to revenues

 

8

%  

 

16

%  

 

14

%  

Effective income tax rate

 

56.1

%  

 

31.4

%  

 

23.0

%

Average U.S. domestic rig count

 

478

 

436

 

943

Average natural gas price (per thousand cubic feet (mcf))

$

3.92

$

2.03

$

2.57

Average oil price (per barrel)

$

68.13

$

39.50

$

56.90

(1)Amount in 2019 represents $80,263 related to technical services and $2,010 related to corporate services.
(2)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.
(1)Amount in 2020 includes $212,292 related to technical services, $4,660 related to pension settlement loss and the remainder related to corporate expenses.
(2)Amount in 2019 includes $80,263 related to technical services and $2,010 related to corporate expenses.

Year Ended December 31, 20192021 Compared to Year Ended December 31, 20182020

Revenues.Revenues in 2019 decreased $498.62021 increased $266.6 million or 29.044.6 percent compared to 2018.2020 primarily due to higher activity levels as 2020 was negatively impacted by COVID-19 shutdowns. The Technical Services segment revenues in 2019 decreased $501.72021 increased $258.6 million or 30.546.5 percent compared to the prior year. The decreaseincrease is due primarily to lowerhigher activity levels and lowerhigher pricing in severalwithin most of our service lines as compared to the prior year. The Support Services segment revenues in 20192021 increased $3.1$8.1 million or 4.219.3 percent compared to 20182020 due primarily to improvedhigher activity levels and pricing in the rental tools service line, which is the largest service line within this segment. Technical Services reported operating income of $24.4 million during 2021 compared to an operating loss of $33.0 million during 2019 compared to a profit of $216.7$82.5 million in the prior year, while Support Services reported an operating incomeloss of $10.0$5.7 million in 20192021 compared to $4.6an operating loss of $6.7 million in the prior year. The average price of oil decreased 12.5increased 72.5 percent and the average price of natural gas decreased 19.2increased 93.0 percent during 20192021 compared to the prior year. The average domestic rig count during 20192021 was 8.69.5 percent lowerhigher than 2018.2020. International revenues, which decreased from $90.4$35.9 million in 20182020 to $64.6$31.2 million in 2019,2021, were fivefour percent of consolidated revenues in both 2019 and 2018.2021 compared to six percent in 2020. International revenues decreased in 20192021 primarily due to lower customer activity levels in ArgentinaAlgeria, and to a lesser extent, Canada and Gabon,Saudi Arabia, partially offset by higher activity in AlgeriaCanada 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 2019 was $919.62021 increased $182.5 million or 38.0 percent compared to $1.2 billion in 2018, a decrease of $22.3 percent2020 primarily due to lower employment costs, maintenance and repairincreases in expenses consistent with higher activity levels, such as materials and supplies expenseexpenses, employment costs and fuel costs. In addition, these costs increased due to higher market prices for materials and supplies, fuel and other costs, all of which were driven by lower activity levels.raw materials. As a percentage of revenues, cost of revenues increaseddecreased to 75.276.7 percent in 20192021 compared to 68.780.4 percent in 2018 primarily2020 due to lower activity levelsthe leverage of higher revenues over direct employment costs and more competitive pricing.improved pricing for RPC’s services.

Selling, general and administrative expenses.expenses. Selling, general and administrative expenses decreased slightly to $168.1$123.6 million in 20192021 compared to $168.2$123.7 million in 2018.2020. Selling, general and administrative expenses as a percentage of revenues increaseddecreased to 13.814.3 percent of revenues in 20192021 compared to 9.820.7 percent of revenues in 20182020 due to the negative leverage of lowerhigher revenues over primarilycosts that are relatively fixed expenses.during the short term.

Depreciation and amortization.Depreciation and amortization were $170.4$72.7 million in 2019, an increase2021, a decrease of $7.3$22.8 million, compared to $163.1$95.5 million in 2018 due to capital expenditures made during 2019. As a percentage of revenues, depreciation2020. Depreciation and amortization increased in 2019 compared to 2018 primarily due to lower revenues.decreased significantly because of the asset impairment charges recorded during the first quarter of 2020.

2221

Impairment and other charges. There were no impairment and other charges for the year ended December 31, 2021 compared to $217.5 million in 2020. Impairment and other charges were $82.3 million in 2019,2020 was comprised primarily dueof the total amount by which several of our asset groups’ carrying amounts exceeded their fair value, a non-cash pension settlement loss, costs to equipment disposals, closing operating locationsfinalize the disposal of our former sand facility and reducing employee staffing.severance costs.

Gain on disposition of assets, net.Gain on disposition of assets, net was $3.7$10.9 million in 20192021 compared to $3.3$9.5 million in 2018.2020. 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.

Otherincome (expense),net. Other income, net. Other expense, net was $0.4$2.0 million in 20192021 compared to other income,expense, net of $9.3$0.1 million in 2018. Other income recorded in 2018 includes property insurance proceeds totaling $9.6 million.2020.

Interest expense and interest income.Interest expense was $0.3$1.9 million in 20192021 compared to $0.5$0.4 million in 2018.2020. The increase in interest expense during 2021compared to the same period in the prior year is primarily due to interest expense related to the resolution of a long-term contractual dispute with a vendor and an indirect tax audit assessment. Interest expense in 20192021 and 2018 principally consists of2020 also includes fees on the unused portion of the credit facility. Interest income decreased to $1.9$0.1 million in 20192021 compared to $2.4 million in 2018 due to lower investable cash balances.

Income tax (benefit) provision. The income tax benefit was $26.0 million in 2019 compared to a provision of $45.9 million in 2018. The effective tax rate was 23.0 percent in 2019 compared to 20.7 percent in 2018. The increase in the effective tax rate in 2019 is due primarily to certain state taxes based on revenues rather than taxable income or losses and unfavorable discrete adjustments in 2019 compared to 2018.

Net (loss) income and diluted (loss) earnings per share. Net loss was $87.1 million in 2019, or $0.41 loss per diluted share, compared to net income of $175.4 million in 2018, or $0.82 earnings per diluted share. This decrease in earnings per share was due to lower profitability as average shares outstanding was essentially unchanged.

Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Revenues. Revenues in 2018 increased $125.8 million or 7.9 percent compared to 2017. The Technical Services segment revenues in 2018 increased $108.9 million or 7.1 percent compared to the prior year. The increase is due primarily to higher activity levels and improved pricing in a few of our services lines as compared to the prior year. The Support Services segment revenues in 2018 increased $16.9 million or 29.7 percent compared to 2017 due primarily to improved activity levels and pricing in the rental tool service line, which is the largest service line within this segment. Technical Services reported an operating profit of $216.7 million during 2018 compared to $251.5 million in the prior year, while Support Services reported an operating income of $4.6 million in 2018 compared to an operating loss of $12.2 million in the prior year. The average price of oil increased 27.9 percent while the average price of natural gas increased 6.4 percent during 2018 compared to the prior year. The average domestic rig count during 2018 was 17.7 percent higher than 2017. International revenues, which increased from $55.9 million in 2017 to $90.4 million in 2018, were five percent of consolidated revenues in 2018 compared to four percent of consolidated revenues in 2017. International revenues increased primarily due to higher customer activity levels in Argentina and to a lesser extent, Mexico and Pakistan in 2018, partially offset by lower activity in Gabon 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 2018 was $1.2 billion compared to $1.1 billion in 2017, an increase of $132.2 million or 12.6 percent due to higher employment costs, maintenance and repair expenses and other costs, all of which were driven by higher activity levels. As a percentage of revenues, cost of revenues increased to 68.7 percent in 2018 compared to 65.9 percent in 2017.

Selling, general and administrative expenses. Selling, general and administrative expenses increased 5.6 percent to $168.2 million in 2018 compared to $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 2018 compared to 10.0 percent of revenues in 2017 due to the leverage of higher revenues over primarily fixed expenses.

Depreciation and amortization. Depreciation and amortization were $163.1 million in 2018, a decrease of $0.4 million, compared to $163.5 million in 2017 due to lower capital expenditures in the prior year. As a percentage of revenues, depreciation and amortization decreased in 2018 compared to 2017 primarily due to higher revenues.

Gain on disposition of assets, net. Gain on disposition of assets, net was $3.3 million in 2018 compared to $4.5 million in 2017. The decrease 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.

Other income (expense), net. Other income, net was $9.3 million in 2018 compared to of $5.5 million in 2017. Other income recorded in 2018 includes property insurance proceeds totaling $9.6 million. Income recorded in 2017 included a favorable settlement of $2.0 million associated with the resolution of a sales tax matter, as well as a property insurance proceeds of $1.9 million.

23

Interest expense and interest income. Interest expense increased to $0.5 million in 2018 compared to $0.4 million in 2017. Interest expense in 2018 and 2017 principally consists of fees on the unused portion of the credit facility. Interest income increased to $2.4 million in 2018 compared to $1.5 million in 20172020 due to higher investablelower interest rates earned on cash balances.

Income tax provision (benefit).The incomeIncome tax provision was $45.9$9.2 million in 20182021, compared to $70.3an income tax benefit of $97.2 million in 2017.2020. The effective tax rate was 20.756.1 percent in 2018for 2021 compared to 30.231.4 percent for 2020. The effective tax rate in 2017. The decrease in the2021 results from low income before income taxes coupled with unfavorable discrete tax provision for 2018 primarily reflects the decrease in Federal income tax rates from 35 percent to 21 percent as enacted by the 2017 Tax Cuts and Jobs Act.adjustments.

Net income (loss) and diluted earnings (loss) per share. Net income was $175.4$7.2 million in 2018,2021, or $0.82$0.03 diluted earnings per diluted share, compared to $162.5net loss of $212.2 million in 2017,2020, or $0.75 earnings$1.00 diluted loss per diluted share. This improvement in earnings per share was due to higher net incomeprofitability, partially due to impairment charges recorded in 2020, as average shares outstanding was essentially unchanged.

Liquidity and Capital Resources

Cash and Cash Flows

The Company’s cash and cash equivalents were $82.4 million as of December 31, 2021, $84.5 million as of December 31, 2020 and $50.0 million as of December 31, 2019, $116.3 million as of December 31, 2018 and $91.1 million as of December 31, 2017.2019.

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

 

(in thousands)

 

(in thousands)

    

2019 

    

2018

    

2017

    

2021

    

2020

    

2019

 

(In thousands)

 

Net cash provided by operating activities

$

209,141

$

389,009

$

133,704

$

47,719

$

77,958

$

209,141

Net cash used for investing activities

 

(235,788)

 

(219,727)

 

(104,386)

 

(47,631)

 

(42,659)

 

(235,788)

Net cash used for financing activities

 

(39,592)

 

(144,070)

 

(70,103)

 

(2,151)

 

(826)

 

(39,592)

2019

Cash provided by operating activities in 2019for 2021 decreased by $179.9$30.2 million compared to the prior year. This decrease is due primarily to a decrease inCash provided by operating activities during 2021 resulted from net income (loss) of $262.5$7.2 million the deferred income tax benefitcoupled with an unfavorable change in accounts receivable of $22.2$91.1 million, and gains due to benefit plan financing arrangement in 2018. These decreases were partially offset by a net favorable changechanges in other components of our working capital (accounts payable and taxes receivable) of $24.9$57.3 million. The net favorable change in workingWorking capital isincreased primarily due to favorable changes of $27.1 million in accounts receivable due to lowerhigher activity levels, and revenues in the third and fourth quarters of 2019 and $36.6 million in inventories due to lower activity levels. These favorable changes were partially offset by unfavorable working capital changesreceipts of $34.5 million in accounts payable and $8.3 million in accrued payroll andincome tax refunds related expenses.to net operating loss carrybacks.

Cash used for investing activities in 2019for 2021 increased by $16.1$4.0 million compared to 20182021, primarily because of higherdue to an increase in capital expenditures, partially offset by a decrease in 2019 and property insurance proceeds in 2018.from the sale of assets.

Cash used for financing activities in 2019 decreasedfor 2021 increased by $104.5$1.3 million primarily as a result of cash paid for a reduction in cash dividends to common stockholders,finance lease, partially offset by the lower cost of repurchases of the Company’s shares on both the open market and for taxes related to the vesting of restricted shares.

2018

Cash provided by operating activities in 2018 increased by $255.3 million compared to the prior year. 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 is primarily due to favorable changes of $262.6 million in accounts receivable due to lower activity levels and revenues in the third and fourth quarters 2018, $4.3 million in accrued expenses and $6.1 million in prepaid expenses/ other current assets. These favorable changes There 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, $11.1 million in accrued state and local taxes and $9.2 million in accrued payroll and related expenses.

Cash used for investing activities in 2018 increased by $115.3 million, compared to 2017, primarily because of higher capital expenditures partially offset by property insurance proceeds.

24

Cash used for financing activities in 2018 increased by $74.0 million primarily as a result of increased cashno dividends paid to common stockholders coupled with the higher cost of repurchases of the Company’s shares on the open market and for taxes related to the vesting of restricted shares.in 2021 or 2020.

Financial Condition and Liquidity

The Company’s financial condition as of December 31, 20192021 remains strong. We believe the liquidity provided by our existing cash and cash equivalents and our overall strong capitalization will provide sufficient liquidity to meet our requirements for at least the

22

next twelve months. The Company’s decisions about the amount of cash to be used for investing and financing activities are influenced by our capital position, and the expected amount of cash to be provided by operations. RPC does not expect to need our revolving credit facility to meet these liquidity requirements in the near term.

The Company currently has a $125$100 million revolving credit facility that matures in July 2023.October 2023, as recently amended. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. On July 26, 2018,September 25, 2020, the Company further amended the revolving credit facility to, amongfacility. Among other matters, the amendment (1) replacereduced the existingmaximum amount available for borrowing from $125 million to $100 million, (2) decreased the minimum tangible net worth covenant as well as, (2) extendlevel from not less than $600 million to not less than $400 million, and (3) increased the maturity date of the revolving credit facility to July 26, 2023, (3) eliminate any borrowing base limitations on revolving loans when certain criteria exist, (4) reduce themargin spreads and commitment fees payable by RPC37.5 and (5) reduce5 basis points, respectively, at each pricing level of the letter of credit sublimit from $50 millionapplicable rate without any changes to $35 million.the leverage ratios used to calculate such spreads. As of December 31, 2019,2021, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $19.5$16.3 million; therefore, a total of $105.5$83.7 million of the facility was available. The Company was in compliance with the credit facility financial covenants as of December 31, 2021. For additional information with respect to RPC’s facility, see Note 89 of the Notes to Consolidated Financial 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 the expected amount of cash to be provided by 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. In addition, the Company's decisions about the amount of cash to be used for investing and financing activities may also be influenced by theconsolidated 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.statements.

Cash Requirements

Capital expenditures were $250.6$67.6 million in 2019,2021, and we currently expect capital expenditures to be approximately $80$120 million in 2020. We expect that a majority2022, comprised primarily of these expenditures in 2020 will be directed towards capitalized maintenance for existing equipment and selected growth opportunities. During the third quarter of our existing equipment.2021, RPC made the strategic decision to add a Tier IV dual-fuel fleet. This fleet was put into service late in the third quarter and is reflected as a finance lease with a balloon payment at the end of 12 months. The actual amount of capital expenditures will depend primarily on equipment maintenance requirements, expansion opportunities, and equipment delivery schedules.

The Company’s Retirement Income Plan, a multiple employer trusteedCompany has ongoing sales and use tax audits in various jurisdictions subject to varying interpretations of statutes. The Company has recorded the exposure from these audits to the extent issues are resolved or can be reasonably estimated. There are issues that could result in unfavorable outcomes that cannot be currently estimated. See Note 12 for additional information.

During the fourth quarter of 2021, the Company initiated actions to terminate the defined benefit pension plan provides monthly benefits upon retirement at age 65and as such, the year-end pension obligation has been valued on a termination basis. Specifically, the actuaries utilized an approach based on their experience with other plan terminations that (i) estimated a take rate for lump sums; (ii) for those participants electing a lump-sum, calculated the amount using the November 2021 IRS segment rates and (iii) for those participants with annuities purchased, calculated the amount using estimated insurance settlement rates. The Company currently expects to eligible employees. During 2019, the Company did not make anyno cash contributions to the plan in 2022 and does not expect to make any contributionsapproximately $6.0 million in final cash contribution to the benefit plan during 2020.in early 2023 as part of termination.

The Company has aAs of December 31, 2021, the Company’s stock buyback program initially adopted in 1998 and subsequently amended in 2013 and 2018, that authorizes the aggregate repurchase of up to 41,578,125 shares. On February 12, 2018, the Board of Directors increased the number ofshares, including an additional 10,000,000 shares authorized for repurchase by 10 million shares. Therethe Board of Directors on February 12, 2018. No shares were 595,585 shares repurchasedpurchased on the open market byduring the Company during 2019,twelve months ended December 31, 2021, and 8,248,184 shares remain available to be repurchased under the current authorization as of December 31, 2019.authorization. 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.

The Company recorded impairment and other charges of $82.3 million during 2019, of which $8.7 million is expected to have a cash impact during 2020.

On July 22, 2019, the Board of Directors voted to suspend RPC’s dividend to common stockholders. The Company expects to resume cash dividends to common stockholders, subject to the earnings and financial condition of the Company and other relevant factors. The Company has no timetable for the resumption of dividends.

25

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, 2019:

Contractual Obligations

 

Payments due by period

    

    

Less than

    

1-3

    

3-5

    

More than

(in thousands)

Total

 

1 year   

 

years

 

years

 

5 years   

Long-term debt obligations

$

$

$

$

$

Interest on long-term debt obligations

 

 

 

 

 

Capital lease obligations

 

 

 

 

 

Operating leases (1)

 

44,685

 

12,091

 

16,231

 

7,231

 

9,132

Purchase obligations (2)

 

229

 

229

 

 

 

Other long-term liabilities (3)

 

11,294

 

7,903

 

3,007

 

384

 

Total contractual obligations

$

56,208

$

20,223

$

19,238

$

7,615

$

9,132

(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 is known. These amounts include incentive compensation, severance costs and estimated charges related to disposal of impaired assets. Also includes amounts related to the usage of corporate aircraft. These amounts exclude pension obligations with uncertain funding requirementsaircraft and deferred compensationother long-term liabilities.
See note 16 for details regarding RPC’s lease obligations.

FFairair 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 and Supplemental Executive

23

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 when not publicly available.

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. In addition, increases in activity in the domestic oilfield can cause upward wage pressures in the labor markets from which it hires employees, especially if employment in the general economy increases. Also, activity increases can cause increases in the costs of certain materials and key equipment components used to provide services to the Company’s customers. When oilfield activity began to increaseBeginning in the third quarter of 2016, the Company experienced upward pressure on the price of labor due to the shortage of skilled employees as well as occasional increases in the prices of certain raw materials used in providing our services. 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 pressurescosts declined throughout 2020 due to the significant decline in oilfield activity. However, during the fourth quarter of 20182020 and throughout 2021, the price of labor began to abaterise due to lowerincreasing oilfield activity. These cost pressures continuedactivity and the departure of skilled labor from the domestic oilfield industry during 2020. Early in the first quarter of 2022, market prices of some raw materials have increased significantly. We have successfully passed some of these costs to decline during 2019.customers, but due to the competitive nature of the oilfield services business, there is no assurance that we will continue to so in the future.

Off Balance Sheet Arrangements

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

26

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 percentSee “NOTE 14: RELATED PARTY TRANSACTIONS” 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, includingconsolidated 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 $865,000 in 2019, $873,000 in 2018, and $849,000 in 2017. The Company’s receivable due from Marine Products for these services was $55,000 as of December 31, 2019 and $28,000 as of December 31, 2018. 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 equipment 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 $1,625,000 in 2019, $1,467,000 in 2018 and $1,372,000 in 2017.

RPC receives certain administrative services and rents office space from Rollins, Inc. (a company of which Mr. R. Randall Rollins is also Chairman andstatements, 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 coveredincorporated herein 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 $104,000 in 2019, $101,000 in 2018 and $104,000 in 2017.

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 currently a party to an operating lease agreement with 255 RC, LLCreference, for a perioddescription of five years. RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of $199,000 in 2019 and 2018 and $197,000 in 2017 for the corporate aircraft. The Company has a payable to 255 RC, LLC of $1.0 million as of December 31, 2019 and $0.8 million as of December 31, 2018. 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, 2019, the investment closely approximates the underlying equity in the net assets of 255 RC, LLC.related party transactions.

Critical Accounting Policies and Estimates

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 policies requiring significant judgements and 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:

27

AllowanceCredit loss allowance for doubtful accounts receivable — 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 credit loss 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. ProvisionsCredit loss allowance for doubtful accounts receivable 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 canrecovery, thereby causing credit loss allowance to fluctuate significantly from period to period. Recoveries were insignificant in 2019, 20182021, 2020 and 2017.2019. 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 a customer changes, our estimate of the realizability of the receivable would be further adjusted, either upward or downward.

The estimated credit loss 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 accountscredit loss allowance as a percentage of revenues ranged from 0.03 percent to 0.8 percent over the last three years. Increasing or decreasing the estimated general reserve percentages by 0.50 percentage points as of December 31, 20192021 would have resulted in a change of $1.1$4.3 million to the allowance for doubtful accounts and a corresponding change to selling, general and administrative expenses.

Income taxes — The effective income tax benefits were 23.0 percent in 2019, compared to an income tax provision of 20.7 percent in 2018 and 30.2 percent in 2017. 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 raterecorded provision for 2019 reflects the decrease in favorable discrete adjustments, along with a higher percentage of permanent adjustments compared to income (loss).

The Company establishes a valuation allowance against the carrying value of deferred tax assets when it 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 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, the applicable portion of the previously provided valuation allowance is reversed. The Company considers future market growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which the Company operates, and prudent and feasible tax planning strategies in determining the need for a valuation allowance.

The 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.credit losses.

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. The 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 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.24

Insurance expenses —The Company 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, 2019,2021, the Company estimates the range of exposure to be from $19.0$19.4 million to $24.2$24.5 million. The Company has recorded liabilities at December 31, 20192021 of $21.6$21.9 million which represents management’s best estimate of probable loss.

28

Depreciable life of assets — RPC’s net property, plant and equipment at December 31, 2019 was $516.7 million representing 49.1 percent of the Company’s consolidated assets. Depreciation and amortization expense for the year ended December 31, 2019 was $170.4 million. Management judgment is required in the determination of the estimated useful lives used to calculate the annual and accumulated depreciation and amortization expense.

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. We did not make any changes to the estimated lives of assets resulting in a material impact in 2019 or 2018.

Long-lived assets including goodwillRPC carries a variety of long-lived assets on ourits balance sheet including property, plant and equipment and goodwill. Impairment is the condition that exists when the carrying amount of a long-lived asset exceeds its fair value. Goodwill is the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed. The Company conducts impairment tests on goodwill annually, during the fourth quarter, or more frequently if events or changes in circumstances indicate an impairment may exist. In addition, the Company conducts impairment tests on long-lived assets, other than goodwill, whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

For the impairment testing on long-lived assets, other than goodwill, a long-lived asset is grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset group are compared to its carrying amount. If the undiscounted cash flows are less than the asset group'sgroup’s carrying amount, then the Company is required to determine the asset group's fair value by using a discounted cash flow analysis. This analysis is based on estimates such as management'smanagement’s short-term and long-term forecast of operating performance, including revenue growth rates and expected profitability margins, estimates of the remaining useful life and service potential of the assets within the asset group, and a discount rate based on weighted average cost of capital. An impairment loss is measured and recorded as the amount by which the asset group's carrying amount exceeds its fair value. Assessment of goodwill impairment is conducted at the level of each reporting unit, which is the same as our reportable segments, Technical Services and Support Services, comparing the estimated fair value of each reporting unit to the reporting unit'sunit’s carrying value, including goodwill. The fair value of each reporting unit is estimated using an income approach and a market approach. The income approach uses discounted cash flow analysis based on management'smanagement’s short-term and long-term forecast of operating performance. This analysis includes significant assumptions regarding discount rates, revenue growth rates, expected profitability margins, forecasted capital expenditures and the timing of expected future cash flows based on market conditions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, an impairment loss is measured and recorded.

TheDuring the year ended December 31, 2020, the Company recorded an asset impairment assessments discussed above incorporate inherent uncertainties, including projected commodity pricing, supplyloss totaling $204.8 million related to its long-lived asset groups, in response to the drastic decline in oilfield drilling and demand forcompletion activities that began in the Company's services and future market conditions, which are difficult to predict in volatile economic environments and could result in impairment charges in future periods if actual results materially differ from the estimated assumptions utilized in our forecasts. If market conditions further deteriorate, including crude oil prices significantly declining and remaining at low levels for a sustained periodfirst quarter of time, we could be required to record additional impairments2020. See Note 3 of the carrying value of our long-lived assets in the future which could have a material adverse impact on our operating results.

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 Financial 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 2019, 2018 and 2017.

29

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 3.60 percent as of December 31, 2019 compared to 4.65 percent as of December 31, 2018 and 4.00 percent in 2017.

As set forth in Note 12 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 measured at net asset value and are valued using significant non-observable inputs which do not have a readily determinable fair value. 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’consolidated financial statements for reasonableness.

As of December 31, 2019, the defined benefit plan was under-funded and the recorded change within accumulated other comprehensive loss decreased stockholders’ equityadditional information which is incorporated herein by $3.0 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 $1.3 million to the net loss related to pension reflected in accumulated other comprehensive loss.

The Company recognized pre-tax pension expense (income) of $0.3 million in 2019, $(0.2) million in 2018 and $0.4 million in 2017. Based on the under-funded status of the defined benefit plan as of December 31, 2019, the Company expects to recognize pension income of $15 thousand in 2020. 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 $194 thousand in 2020. 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 $19 thousand in 2020.reference.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issuedSee Note 1 of the following applicable Accounting Standards Updates (ASU):

Recently Adopted Accounting Standards:

Accounting Standards Update (ASU) 2016-02, Leases (Topic 842). The Company adopted ASC 842, Leases, and all the related amendments on January 1, 2019, by recognizing on its balance sheet, a right-of-use asset and lease liabilities totaling approximately $44 million, for allconsolidated financial statements, which is incorporated herein by reference for a description of recent accounting standards, including the expected dates of its leases with terms greater than 12 months. The Company adopted the standard using the optional transition method, with an immaterial adjustment to retained earnings upon adoption. 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 standard did not have a material impact on the Company’s consolidated statements of operations and consolidated statements of cash flows. See “Leases” in the Notes to Consolidated Financial Statements for expanded disclosures
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 is recorded. The Company adopted the standard in the first quarter of 2019 and elected to reclassify approximately $2.7 million of stranded tax effects related to its pension plan from AOCI to retained earnings.
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 Company adopted these provisions in the first quarter of 2019 and the adoption did not have a material impact on its consolidated financial statements.

30

Recently Issued Accounting Standards Not Yet Adopted:

To be adopted in 2020 and later:estimated effects on results of operations and financial condition.

ASU No. 2016-13, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The ASU introduced a new accounting model, the Current Expected Credit Losses model (CECL), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for recognition in place of the current incurred loss model. The Company adopted the provisions of the standard in the first quarter of 2020 and currently expects the adoption to have an immaterial cumulative-effect adjustment to the opening balance of retained earnings. The Company plans to continue to record an allowance on its trade receivables based on aging at the end of each reporting period using current reasonable and supportable forecasted economic conditions.
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 Company adopted these provisions in the first quarter of 2020, on a prospective basis.
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 Company adopted these provisions in the first quarter of 2020 and the adoption did not have a material impact on its consolidated financial statements.
ASU No. 2019-12 — Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing the exceptions to the incremental approach for intra-period tax allocation in certain situations, requirement to recognize a deferred tax liability for a change in the status of a foreign investment, and the general methodology for computing income taxes in an interim period when year-to date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes with regard to franchise tax, evaluation of step up in the tax basis goodwill in certain business combinations, allocating current and deferred tax expense to legal entities that are not subject to tax and enacted change in tax laws or rates. The amendments are effective for fiscal years beginning after December 15, 2020, and for interim periods within those fiscal years. 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 facility. As of December 31, 2019,2021, 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.

3125

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, 20192021 based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management’s assessment is that RPC, Inc. maintained effective internal control over financial reporting as of December 31, 2019.2021.

The independent registered public accounting firm, Grant Thornton LLP, has audited the consolidated financial statements as of and for the year ended December 31, 2019,2021, and has also issued their report on the effectiveness of the Company’s internal control over financial reporting, included in this report on page 33.27.

/s/ Richard A. Hubbell

/s/ Ben M. Palmer

Richard A. Hubbell
President and Chief Executive Officer

 

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

Atlanta, Georgia

February 28, 20202022

3226

REPORT 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, 2019,2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2021, based on criteria established in the 2013 Internal 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, 2019,2021, and our report dated February 28, 20202022 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/

GRANT THORNTON LLP

Atlanta, Georgia

February 28, 20202022

3327

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, 20192021 and 2018,2020, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2019,2021, and the related notes and financial statement schedule included under Item 15(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192021 and 2018,2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2021, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2019,2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 28, 20202022 expressed an unqualified opinion.

Change in accounting principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to the adoption of Accounting Standards Codification Topic 842, Leases.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/

GRANT THORNTON LLP

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

Atlanta, Georgia

February 28, 20202022

3428

Item 8. Financial Statements and Supplementary Data

CONSOLIDATED BALANCE SHEETS

RPC, INC. AND SUBSIDIARIES

(in thousands except share information)

December 31,

    

2019

    

2018

    

2021

    

2020

ASSETS

  

  

Cash and cash equivalents

$

50,023

$

116,262

$

82,433

$

84,496

Accounts receivable, net

 

242,574

 

323,533

Accounts receivable, net of allowance for doubtful accounts of $6,765 in 2021 and $4,815 in 2020

258,635

161,771

Inventories

 

100,947

 

130,083

 

78,983

 

82,918

Income taxes receivable

 

24,145

 

35,832

 

58,504

 

82,943

Prepaid expenses

 

10,459

 

9,766

 

9,773

 

9,124

Assets held for sale

5,385

692

4,032

Other current assets

 

3,325

 

3,462

 

2,990

 

3,075

Current assets

 

436,858

 

618,938

Property, plant and equipment, net

 

516,727

 

517,982

Total current assets

 

492,010

 

428,359

Property, plant and equipment, less accumulated depreciation of $763,304 in 2021 and $790,712 in 2020

254,408

264,411

Operating lease right-of-use assets

33,850

24,572

27,270

Finance lease right-of-use assets

20,327

Goodwill

 

32,150

 

32,150

 

32,150

 

32,150

Other assets

 

33,633

 

30,510

 

40,898

 

38,315

Total assets

$

1,053,218

$

1,199,580

$

864,365

$

790,505

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

 

  

 

  

LIABILITIES

 

  

 

  

 

  

 

  

Accounts payable

$

53,147

$

103,401

$

74,404

$

41,080

Accrued payroll and related expenses

 

19,641

 

25,715

 

15,350

 

18,428

Accrued insurance expenses

 

7,540

 

6,183

 

10,129

 

5,489

Accrued state, local and other taxes

 

2,427

 

3,081

 

1,905

 

2,788

Income taxes payable

 

1,534

 

4,706

 

656

 

1,115

Current portion of operating lease liabilities

10,625

6,387

9,192

Current portion of finance lease liabilities

20,194

Other accrued expenses

 

6,488

 

151

 

1,824

 

1,473

Current liabilities

 

101,402

 

143,237

Total current liabilities

 

130,849

 

79,565

Long-term accrued insurance expenses

 

14,040

 

12,072

 

11,770

 

11,822

Long-term pension liabilities

 

39,254

 

29,638

 

35,376

 

33,080

Deferred income taxes

 

37,319

 

60,375

 

17,749

 

13,332

Long-term operating lease liabilities

28,378

19,719

21,090

Other long-term liabilities

 

2,492

 

3,839

 

7,111

 

49

Total liabilities

 

222,885

 

249,161

 

222,574

 

158,938

Commitments and contingencies (Note 11)

 

  

 

  

Commitments and contingencies (Note 12)

 

 

  

STOCKHOLDERS’ EQUITY

 

  

 

  

 

  

 

  

Preferred stock, $0.10 par value, 1,000,000 shares authorized, NaN issued

 

 

 

 

Common stock, $0.10 par value, 349,000,000 shares authorized, 214,422,979 and 214,543,511 shares issued and outstanding in 2019 and 2018, respectively

 

21,443

 

21,454

Common stock, $0.10 par value, 349,000,000 shares authorized, 215,628,716 and 214,951,093 shares issued and outstanding in 2021 and 2020, respectively

 

21,563

 

21,495

Capital in excess of par value

 

 

 

0

 

0

Retained earnings

 

832,113

 

947,711

 

640,936

 

627,778

Accumulated other comprehensive loss

 

(23,223)

 

(18,746)

 

(20,708)

 

(17,706)

Total stockholders’ equity

 

830,333

 

950,419

 

641,791

 

631,567

Total liabilities and stockholders’ equity

$

1,053,218

$

1,199,580

$

864,365

$

790,505

The accompanying notes are an integral part of these statements.

3529

CONSOLIDATED STATEMENTS OF OPERATIONS

RPC, INC. AND SUBSIDIARIES

(in thousands except per share data)

Years ended December 31,

    

2019

    

2018

    

2017

    

2021

    

2020

    

2019

REVENUES

$

1,222,409

$

1,721,005

$

1,595,227

Revenues

$

864,929

$

598,302

$

1,222,409

COSTS AND EXPENSES:

  

  

  

  

  

  

Cost of revenues (exclusive of items shown separately below)

 

919,595

 

1,183,048

 

1,050,809

Cost of revenues (exclusive of items shown below)

 

663,262

 

480,739

 

919,595

Selling, general and administrative expenses

 

168,127

 

168,151

 

159,194

 

123,572

 

123,698

 

168,127

Impairment and other charges

82,273

217,493

82,273

Depreciation and amortization

 

170,409

 

163,120

 

163,537

 

72,686

 

95,530

 

170,409

Gain on disposition of assets, net

 

(3,707)

 

(3,344)

 

(4,530)

 

(10,882)

 

(9,523)

 

(3,707)

Operating (loss) profit

 

(114,288)

 

210,030

 

226,217

Operating income (loss)

 

16,291

 

(309,635)

 

(114,288)

Interest expense

 

(334)

 

(489)

 

(426)

 

(1,929)

 

(373)

 

(334)

Interest income

 

1,906

 

2,426

 

1,494

 

59

 

496

 

1,906

Other (expense) income, net

 

(385)

 

9,313

 

5,531

(Loss) income before income taxes

 

(113,101)

 

221,280

 

232,816

Income tax (benefit) provision

 

(25,990)

 

45,878

 

70,305

Net (loss) income

$

(87,111)

$

175,402

$

162,511

(LOSS) EARNINGS PER SHARE

 

 

  

 

  

Other income (expense), net

 

2,027

 

81

 

(385)

Income (loss) before income taxes

 

16,448

 

(309,431)

 

(113,101)

Income tax provision (benefit)

 

9,231

 

(97,239)

 

(25,990)

Net income (loss)

$

7,217

$

(212,192)

$

(87,111)

Earnings (loss) per share

 

 

 

Basic

$

(0.41)

$

0.82

$

0.75

$

0.03

$

(1.00)

$

(0.41)

Diluted

$

(0.41)

$

0.82

$

0.75

$

0.03

$

(1.00)

$

(0.41)

Dividends paid per share

$

0.15

$

0.47

$

0.20

$

$

0.15

The accompanying notes are an integral part of these statements.

3630

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

RPC, INC. AND SUBSIDIARIES

(in thousands except per share data)

Years ended December 31,

    

2019

    

2018

    

2017

NET (LOSS) INCOME

$

(87,111)

$

175,402

$

162,511

OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAXES:

  

  

  

Pension adjustment

 

(5,030)

 

(1,408)

 

1,033

Foreign currency translation

 

553

 

(621)

 

391

Unrealized loss on securities, net reclassification adjustments

 

 

 

(24)

COMPREHENSIVE (LOSS) INCOME

$

(91,588)

$

173,373

$

163,911

Years ended December 31, 

    

2021

    

2020

    

2019

Net income (loss)

$

7,217

$

(212,192)

$

(87,111)

Other comprehensive income (loss):

  

  

  

Pension adjustment and reclassification adjustment, net of taxes

 

(2,890)

 

5,727

 

(5,030)

Foreign currency translation

 

(112)

 

(210)

 

553

Comprehensive income (loss)

$

4,215

$

(206,675)

$

(91,588)

The accompanying notes are an integral part of these statements.

3731

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

RPC, INC. AND SUBSIDIARIES

(in thousands)

    

    

    

    

    

Accumulated

    

    

    

    

    

    

Accumulated

    

Capital in

Other

Capital in

Other

Common Stock

Excess of

Retained

Comprehensive

Common Stock

Excess of

Retained

Comprehensive

Shares

Amount

Par Value

Earnings

Income (Loss)

Total

Shares

Amount

Par Value

Earnings

Income (Loss)

Total

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

214,544

$

21,454

$

$

947,711

$

(18,746)

$

950,419

Adoption of accounting standard (Note 1)

 

 

 

 

2,464

 

(2,732)

 

(268)

 

 

 

2,464

 

(2,732)

 

(268)

Stock issued for stock incentive plans, net

 

667

 

66

 

8,564

 

 

 

8,630

667

 

66

 

8,564

 

 

 

8,630

Stock purchased and retired

 

(788)

 

(77)

 

(8,564)

 

1,280

 

 

(7,361)

(788)

 

(77)

 

(8,564)

 

1,280

 

 

(7,361)

Net loss

 

 

 

 

(87,111)

 

 

(87,111)

 

 

 

 

(87,111)

 

 

(87,111)

Pension adjustment, net of taxes

 

 

 

 

 

(2,298)

 

(2,298)

 

 

 

 

 

(2,298)

 

(2,298)

Foreign currency translation

 

 

 

 

 

553

 

553

 

 

 

 

 

553

 

553

Dividends declared

 

 

 

 

(32,231)

 

 

(32,231)

 

 

 

 

(32,231)

 

 

(32,231)

Balance, December 31, 2019

 

214,423

$

21,443

$

$

832,113

$

(23,223)

$

830,333

 

214,423

 

21,443

 

 

832,113

 

(23,223)

 

830,333

Stock issued for stock incentive plans, net

 

716

 

71

 

8,664

 

 

 

8,735

Stock purchased and retired

 

(188)

 

(19)

 

(8,664)

 

7,857

 

 

(826)

Net loss

 

 

 

 

(212,192)

 

 

(212,192)

Pension adjustment, net of taxes

 

 

 

 

 

5,727

 

5,727

Foreign currency translation

 

 

 

 

 

(210)

 

(210)

Balance, December 31, 2020

 

214,951

21,495

627,778

(17,706)

631,567

Stock issued for stock incentive plans, net

 

819

 

82

 

6,494

 

 

 

6,576

Stock purchased and retired

 

(141)

 

(14)

 

(6,494)

 

5,941

 

 

(567)

Net income

 

 

 

 

7,217

 

 

7,217

Pension adjustment, net of taxes

 

 

 

 

 

(2,890)

 

(2,890)

Foreign currency translation

 

 

 

 

 

(112)

 

(112)

Balance, December 31, 2021

 

215,629

$

21,563

$

$

640,936

$

(20,708)

$

641,791

The accompanying notes are an integral part of these statements.

3832

CONSOLIDATED STATEMENTS OF CASH FLOWS

RPC, Inc. and Subsidiaries

(in thousands)

Years ended December 31,

    

2019

    

2018

    

2017

OPERATING ACTIVITIES

  

  

  

Net (loss) income

$

(87,111)

$

175,402

$

162,511

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

  

 

  

 

  

Depreciation, amortization and other non-cash charges

 

172,607

 

166,789

 

166,558

Stock-based compensation expense

 

8,630

 

9,419

 

11,090

Gain on disposition of assets, net

 

(2,645)

 

(3,344)

 

(4,530)

Gain due to insurance recovery

 

 

(9,646)

 

Gain due to benefit plan financing arrangement

 

(126)

 

(1,020)

 

Deferred income tax (benefit) provision

 

(22,225)

 

21,395

 

(42,609)

Impairment and other charges

 

73,560

 

 

(Increase) decrease in assets:

 

  

 

  

 

  

Accounts receivable

 

81,094

 

53,982

 

(208,642)

Income taxes receivable

 

11,687

 

4,410

 

16,931

Inventories

 

20,962

 

(15,660)

 

(6,275)

Prepaid expenses

 

(692)

 

(778)

 

(2,272)

Other current assets

 

300

 

3,375

 

(1,222)

Other non-current assets

 

(3,024)

 

1,494

 

(4,779)

Increase (decrease) in liabilities:

 

  

 

  

 

  

Accounts payable

 

(42,241)

 

(7,754)

 

29,176

Income taxes payable

 

(3,172)

 

1,482

 

(1,705)

Accrued payroll and related expenses

 

(6,103)

 

2,193

 

11,408

Accrued insurance expenses

 

1,357

 

884

 

1,200

Accrued state, local and other taxes

 

(654)

 

(5,574)

 

5,561

Other accrued expenses

 

(2,089)

 

(994)

 

(5,335)

Pension liabilities

 

6,575

 

(7,862)

 

4,398

Long-term accrued insurance expenses

 

1,968

 

1,696

 

839

Other long-term liabilities

 

483

 

(880)

 

1,401

Net cash provided by operating activities

 

209,141

 

389,009

 

133,704

INVESTING ACTIVITIES

 

  

 

  

 

  

Capital expenditures

 

(250,629)

 

(242,610)

 

(117,509)

Proceeds from sale of assets

 

14,841

 

13,237

 

13,123

Proceeds from insurance recovery

 

 

9,646

 

Proceeds from benefit plan financing arrangement

 

507

 

2,218

 

Re-investment in benefit plan financing arrangement

 

(507)

 

(2,218)

 

Net cash used for investing activities

 

(235,788)

 

(219,727)

 

(104,386)

FINANCING ACTIVITIES

 

  

 

  

 

  

Payment of dividends

 

(32,231)

 

(101,069)

 

(43,319)

Cash paid for common stock purchased and retired

 

(7,361)

 

(43,001)

 

(26,784)

Net cash used for financing activities

 

(39,592)

 

(144,070)

 

(70,103)

Net (decrease) increase in cash and cash equivalents

 

(66,239)

 

25,212

 

(40,785)

Cash and cash equivalents at beginning of year

 

116,262

 

91,050

 

131,835

Cash and cash equivalents at end of year

$

50,023

$

116,262

$

91,050

Years ended December 31, 

    

2021

    

2020

    

2019

OPERATING ACTIVITIES

  

  

  

Net income (loss)

$

7,217

$

(212,192)

$

(87,111)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

  

 

  

 

  

Depreciation, amortization and other non-cash charges

 

72,506

 

95,309

 

172,607

Stock-based compensation expense

 

6,576

 

8,735

 

8,630

Gain on disposition of assets, net

 

(10,882)

 

(9,523)

 

(2,645)

Gain due to benefit plan financing arrangement

 

 

(891)

 

(126)

Deferred income tax provision (benefit)

 

4,888

 

(25,845)

 

(22,225)

Impairment and other non-cash charges

 

 

211,043

 

73,560

(Increase) decrease in assets:

 

 

 

  

Accounts receivable

 

(91,082)

 

80,769

 

81,094

Income taxes receivable

 

24,439

 

(58,798)

 

11,687

Inventories

 

3,951

 

18,076

 

20,962

Prepaid expenses

 

(650)

 

1,337

 

(692)

Other current assets

 

90

 

227

 

300

Other non-current assets

 

(1,170)

 

(3,819)

 

(3,024)

Increase (decrease) in liabilities:

 

 

 

  

Accounts payable

 

32,900

 

(9,130)

 

(42,241)

Income taxes payable

 

(459)

 

(419)

 

(3,172)

Accrued payroll and related expenses

 

(3,080)

 

(1,219)

 

(6,103)

Accrued insurance expenses

 

4,640

 

(2,051)

 

1,357

Accrued state, local and other taxes

 

(883)

 

361

 

(654)

Other accrued expenses

 

(4,061)

 

(6,541)

 

(2,089)

Pension liabilities

 

(1,065)

 

(3,249)

 

6,575

Long-term accrued insurance expenses

 

(52)

 

(2,218)

 

1,968

Other long-term liabilities

 

3,896

 

(2,004)

 

483

Net cash provided by operating activities

 

47,719

 

77,958

 

209,141

INVESTING ACTIVITIES

 

  

 

  

 

  

Capital expenditures

 

(67,645)

 

(65,065)

 

(250,629)

Proceeds from sale of assets

 

20,014

 

22,406

 

14,841

Proceeds from benefit plan financing arrangement

 

 

1,566

 

507

Re-investment in benefit plan financing arrangement

 

 

(1,566)

 

(507)

Net cash used for investing activities

 

(47,631)

 

(42,659)

 

(235,788)

FINANCING ACTIVITIES

 

  

 

  

 

  

Payment of dividends

 

 

 

(32,231)

Cash paid for common stock purchased and retired

 

(567)

 

(826)

 

(7,361)

Cash paid for finance lease

(1,584)

Net cash used for financing activities

 

(2,151)

 

(826)

 

(39,592)

Net (decrease) increase in cash and cash equivalents

 

(2,063)

 

34,473

 

(66,239)

Cash and cash equivalents at beginning of period

 

84,496

 

50,023

 

116,262

Cash and cash equivalents at end of period

$

82,433

$

84,496

$

50,023

Supplemental cash flows disclosure:

Income taxes refund, net

$

(20,903)

$

(10,051)

$

(11,817)

Interest paid

166

160

162

Supplemental disclosure of noncash investing activities:

Capital expenditures included in accounts payable

$

4,282

$

3,859

$

6,795

The accompanying notes are an integral part of these statements.

3933

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

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.

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, 2019,2021, there were 0 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 22, 2019, the Board of Directors voted to suspend RPC’s dividend to common stockholders. The Company expects to resume cash dividends to common stockholders, subject to the earnings and financial condition of the Company and other relevant factors. The Company has no timetable for the resumption of dividends.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates are used in the determination of the credit loss allowance, for doubtful accounts, income taxes, goodwill impairment, accrued insurance expenses, depreciable lives of assets, and pension liabilities.

Revenues

RPC recognizes revenues from contracts with its customers based on the amount of consideration it receives in exchange for the services provided. See Note 2 for additional information.

Concentration of Credit Risk

Substantially all of the Company’s customers are engaged in the oil and gas industry. This concentration of customers may impact overall exposure to credit risk, either positively or negatively, in that customers may be similarly affected by changes in economic and industry conditions. The Company provided oilfield services to several hundred customers during each of the last three years. There was 0 customer that accounted for more than 10 percent or more of the Company’s revenues in 2019, 20182021, 2020 or 2017.2019. Additionally, there was 0 customer that accounted for more than 10 percent or more of accounts receivable as of December 31, 20192021 or 2018.2020.

4034

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

Cash and Cash Equivalents

Highly liquid investments with original maturities of three months or less when acquired are considered to be cash equivalents. The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits. RPC maintains cash equivalents and investments in one or more large financial institutions, and RPC’s policy restricts investment in any securities rated less than “investment grade” by national rating services.

Investments

Investments classified as available-for-sale securities are stated at their fair values, with 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 0 gains or losses on its available-for-sale securities during 2019, 20182021, 2020 and 2017.2019. Securities that are held in the non-qualified Supplemental Executive Retirement Plan (“SERP”) are classified as trading. See Note 1213 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.a credit loss allowance.

Credit Loss Allowance for Doubtful Accounts Receivable

Accounts receivable are carried at the amounts due from customers, reduced by an allowance for estimated amounts that may not be collectible in the future. The estimated credit loss allowance 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 receivable balances are written off against the allowance for doubtful accounts when the Company determines that amounts aredetermined to be uncollectible and recoveries of amounts previously written-off accountswritten off are recorded when collected.

Inventories

Inventories, which consist principally of (i) raw materials and supplies that are consumed providing services to the Company’s customers, (ii) spare parts for equipment used in providing these services and (iii) components and attachments for manufactured equipment used in providing services, are recorded at the lower of cost or net realizable value. Cost is determined using first-in, first-out (“FIFO”) method or the weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The Company regularly reviews inventory quantities on hand and records a write-down for excess or obsolete inventory based primarily on its estimated forecast of product demand, market conditions, production requirements and technological developments.

41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 2018 and 2017

Property, Plant and Equipment

Property, plant and equipment, including software costs, are reported at cost less accumulated depreciation and amortization, which is provided on a straight-line basis over the estimated useful lives of the assets. Annual depreciation and amortization expenses are computed using the following useful lives: operating equipment, 3 to 20 years; buildings and leasehold improvements, 15 to 39  years or the life of the lease; furniture and fixtures, 5 to 7 years; software, 5 years; and vehicles, 3 to 5 years. The cost of assets retired or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the accounts in the year of disposal with the resulting gain or loss credited or charged to income from operations. Expenditures for additions, major renewals, and betterments are capitalized. Expenditures for restoring an identifiable asset to working condition or for maintaining the asset in good working order constitute repairs and maintenance and are expensed as incurred.

35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2021, 2020 and 2019

RPC records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. The Company periodically reviews the values assigned to long-lived assets, such as property, plant and equipment, to determine if any impairments should be recognized. Management believes that the long-lived assets in the accompanying balance sheets have not been impaired.

During the year ended December 31, 2019,2020, the Company recorded accelerated depreciation related to certain operating equipment that was retired. In addition, the Company recorded a write down for certain real estate that werewas classified as held for sale. See Note 3 for additional information. The Company did not record accelerated depreciation related to impairment for the year ended December 31, 2021.

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 segmentreporting unit was as follows:

Years Ended December 31,

    

2019

    

2018

    

2021

    

2020

(in thousands)

  

  

  

  

Technical Services

$

30,992

$

30,992

$

30,992

$

30,992

Support Services

 

1,158

 

1,158

 

1,158

 

1,158

Goodwill

$

32,150

$

32,150

$

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 20192021 and 2018,2020, the Company performed a quantitative impairment test by estimating the fair value of each of its reporting units by considering both comparable public company multiples (a market approach) and projected discounted future cash flows (an income approach). The discounted cash flow analysis is based on management’s short-term and long-term forecast of operating results for each reporting unit and includes assumptions regarding discount rates, revenue growth rates, expected profitability margins, forecasted capital expenditures, and the timing of expected future cash flows. Based on this analysis, the Company concluded that the fair value of its reporting units exceeded their carrying amount and therefore 0 impairment of goodwill occurred forduring the years ended December 31, 20192021 and 2018.2020.

Advertising

Advertising expenses are charged to expense during the period in which they are incurred. Advertising expenses totaled $1,099,000 in 2021, $806,000 in 2020, and $2,003,000 in 2019 $2,220,000 in 2018, and $1,696,000 in 2017.

Insurance Expenses

RPC 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.

4236

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

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, 2017 was 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.

Defined Benefit Pension Plan

The Company has a defined benefit pension plan that provides monthly benefits upon normal retirement at age 65, or reduced early retirement benefits at age 59 ½ or at age 55 or older with 15 or more years of service, to eligiblesubstantially all employees with at least one year of service prior to 2002. In 2002, the Company’sRPC’s Board of Directors approved a resolution to cease all future retirement benefit accruals under the defined benefit pension plan. During the fourth quarter of 2021, the Company resolved to terminate the defined benefit pension plan. See Note 1113 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, and discloses the excess over capital in excess of par value as part of stock purchased and retired in the consolidated statements of stockholders’ equity.

Earnings per Share

Basic and diluted earnings per share are computed by dividing net income by the weighted average number of shares outstanding during the respective periods. In addition, the Company has periodically issued share-based payment awards that contain non-forfeitable rights to dividends and are therefore considered participating securities. See Note 1213 for further information on restricted stock granted to employees.

Restricted shares of common stock (participating securities) outstanding and a reconciliation of weighted average shares outstanding is as follows:

(In thousands except per share data )

    

2019

    

2018

    

2017

Net (loss) income available for stockholders

$

(87,111)

$

175,402

$

162,511

Less: Adjustments for losses attributable to participating securities

(334)

(1,839)

(2,102)

Net (loss) income used in calculating per share amounts

$

(87,445)

$

173,563

$

160,409

Weighted average shares outstanding (including participating securities)

 

214,730

 

215,198

 

217,194

Adjustment for participating securities

 

(2,509)

 

(2,453)

 

(2,891)

Shares used in calculating basic and diluted (loss) earnings per share

 

212,221

 

212,745

 

214,303

(In thousands)

2021

    

2020

    

2019

Net income (loss) available for stockholders:

$

7,217

$

(212,192)

$

(87,111)

Less: Adjustments for earnings attributable to participating securities

(89)

(334)

Net income (loss) used in calculating earnings per share

$

7,128

$

(212,192)

$

(87,445)

Weighted average shares outstanding (including participating securities)

 

215,646

 

215,063

 

214,730

Adjustment for participating securities

 

(2,656)

 

(2,571)

 

(2,509)

Shares used in calculating basic and diluted earnings per share

 

212,990

 

212,492

 

212,221

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, investments, accounts payable, and debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to the short-term nature of such instruments. The Company’s investments 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 1011 for additional information.

4337

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

Stock-Based Compensation

Stock-based compensation expense is recognized for all share-based payment awards, net of estimated forfeitures. Thus, compensation cost is amortized for those shares expected to vest on a straight-line basis over the requisite service period of the award. See Note 1213 for additional information.

Leases

The Company determines at contract inception, if an arrangement is a lease or contains a lease based on whether the Company obtains the right to control the use of specifically identifiable property, plant and equipment for a period of time in exchange for consideration. The Company’s lease population consists primarily of real estate including its corporate headquarters, office space and warehouses, in addition to vehicles, storage containers, office equipment and operating equipment. The Company’s population of month-to-month real estate leases have been classified as short-term leases, and therefore the Company has not recognized a right-of-use (ROU) asset or lease liability related to them. The Company has elected not to separate non-lease components from lease components for its leases. Variable lease payments relate primarily to taxes and insurance on real estate contracts and are recognized as expense when incurred. During 2021, the Company entered into an agreement with an industrial manufacturer for certain operating equipment rentals. This agreement is classified as a finance lease. See note 16 for additional information.

Recent Accounting Pronouncements

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

Recently Adopted Accounting Standards:

Accounting Standards Update (ASU) 2016-02, Leases (Topic 842).The Company adopted ASC 842, Leases, and all the related amendments on January 1, 2019, by recognizing on its balance sheet, a right-of-use asset and lease liabilities totaling approximately $44 million, for all of its leases with terms greater than 12 months. The Company adopted the standard using the optional transition method, with an immaterial adjustment to retained earnings upon adoption. 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 standard did not have a material impact on the Company’s consolidated statements of operations and consolidated statements of cash flows. See Note 15 “Leases” in the Notes to Consolidated Financial Statements for expanded disclosures

• Accounting Standards Update (ASU) No. 2019-12 — Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing the exceptions to the incremental approach for intra-period tax allocation in certain situations, requirement to recognize a deferred tax liability for a change in the status of a foreign investment, and the general methodology for computing income taxes in an interim period when year-to date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes with regard to franchise tax, evaluation of step up in the tax basis goodwill in certain business combinations, allocating current and deferred tax expense to legal entities that are not subject to tax and enacted change in tax laws or rates. The Company adopted these provisions in the first quarter of 2021 and the adoption did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted:

ASU No. 2018-02—Income Statement—Reporting Comprehensive Income2020-04 — Reference Rate Reform (Topic 220)—Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.848): The amendments provide an optionin this ASU, provides optional guidance for a limited time to reclassify stranded tax effects within AOCI to retained earnings in each period in whichease the effectimpact of the change inreference rate reform on financial reporting. The amendments, which are elective, provide expedients to contract modifications, affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or other reference rate that is expected to be discontinued due to reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Actbeginning of an interim period that includes or is recorded.subsequent to March 12, 2020. The Company adopted the standard in the first quarter of 2019 and elected to reclassify approximately $2.7 million of stranded tax effects related to its pension plan from AOCI to retained earnings.
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 Company adoptedwill adopt these provisions in the first quarter of 2019when LIBOR is discontinued and thedoes not expect adoption did notto have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted:

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 affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The ASU introduced a new accounting model, the Current Expected Credit Losses model (CECL), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for recognition in place of the current incurred loss model. The Company adopted the provisions of the standard in the first quarter of 2020 and currently expects the adoption to have an immaterial cumulative-effect adjustment to the opening balance of retained earnings. The Company plans to continue to record an allowance on its trade receivables based on aging at the end of each reporting period using current reasonable and supportable forecasted economic conditions.
ASU No. 2017-042021-08: Business Combinations (Topic 805): —Intangibles —GoodwillAccounting for Contract Assets and Other (Topic 350): SimplifyingContract Liabilities from Contracts with Customers: The amendments in this ASU address diversity in practice related to the Testaccounting for Goodwill Impairment. To simplifyrevenue contracts with customers acquired in a business combination, by adopting guidance requiring an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the subsequent measurement of goodwill,acquisition date, an acquirer would recognize and measure the acquired contract assets and contract liabilities in the same manner that they were recognized and measured in the acquiree's financial statements before the acquisition. These 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 Company adopted these provisionsare effective beginning in the first quarter of 2020,2023 with early implementation permitted and should be applied prospectively to business combinations occurring on a prospective basis.or after January 1, 2023. The company is currently evaluating the impact of adopting these provisions on its consolidated financial statements.

4438

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

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 Company adopted these provisions in the first quarter of 2020 and the adoption did not have a material impact on its consolidated financial statements.
ASU No. 2019-12 — Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.The amendments in this ASU simplify the accounting for income taxes by removing the exceptions to the incremental approach for intra-period tax allocation in certain situations, requirement to recognize a deferred tax liability for a change in the status of a foreign investment, and the general methodology for computing income taxes in an interim period when year-to date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes with regard to franchise tax, evaluation of step up in the tax basis goodwill in certain business combinations, allocating current and deferred tax expense to legal entities that are not subject to tax and enacted change in tax laws or rates. The amendments are effective for fiscal years beginning after December 15,2020, and for interim periods within those fiscal years. 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 14.15.

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.

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, management and 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 oilfield services.

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 2018 and 2017

Payment terms

RPC’s contracts with the customercustomers 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.

39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2021, 2020 and 2019

Disaggregation of revenues

See Note 1415 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)

    

2019

    

2018

    

2017

2021

    

2020

    

2019

Oilfield services transferred at a point in time

$

$

$

$

0

$

0

$

0

Oilfield services transferred over time

 

1,222,409

 

1,721,005

 

1,595,227

864,929

 

598,302

 

1,222,409

Total revenues

$

1,222,409

$

1,721,005

$

1,595,227

$

864,929

$

598,302

$

1,222,409

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 Sheetsconsolidated balance sheets are shown below:

(in thousands)

    

2019

    

2018

    

2021

    

2020

Unbilled trade receivables

$

52,052

$

56,408

$

70,353

$

29,574

Substantially all of the unbilled trade receivables as of December 31, 20192021 and December 31, 20182020 were invoiced during the following quarter.

Note 3: Impairment and Other Charges

In response to the decline in customer activities and expectation for it to continue in the near term, theThe Company recorded the following estimated pre-tax charges during 2019. These charges are reflected in2021 and 2020 as impairment and other charges in the consolidated statements of operations.

December 31,

    

2019

    

2018

(in thousands)

 

  

 

  

2021

    

2020

Long lived asset impairments (1)

$

$

204,765

Abandonment of assets (1)(2)

$

35,861

$

5,976

Assets held for sale write down(2)

 

14,326

 

Retirement of equipment (3)

 

17,218

 

Inventory write-downs

 

9,077

 

Pension settlement loss (3)

 

 

4,660

Severance costs

 

5,748

 

 

 

1,882

Assets held for sale write down (4)

 

 

192

Other

 

43

 

 

 

18

Total

$

82,273

$

$

$

217,493

(1).

Relates solely to the Technical Services segment and primarily includes pressure pumping and coiled tubing assets.

(2).

Represents the final disposition of assets that were ceased to be used during 2019 and recorded at salvage value. Also includes interest costs related to leased assets that were impaired in 2019.

(3).

Represents the non-cash settlement loss related to the lump-sum payment window offered to certain participants in connection with the Company’s Retirement Income Plan. See Note 13 for further details.

(4).

Represents the final settlement on certain real estate properties that were recorded as held for sale. The Company continues to disclose the remaining real estate properties that are being held for sale at their carrying value on the consolidated balance sheets under the caption Assets held for sale.

During the first half of 2020, the Company experienced drastic declines in oilfield drilling and completion activities, with low levels of revenues not experienced by RPC or the industry for many years. This unprecedented disruption was caused by the substantial decline in global demand for oil caused by the COVID-19 pandemic as well as macroeconomic events such as the geopolitical tensions between the Organization of Petroleum Exporting Countries and Russia, regarding limits on oil production. These factors resulted in a significant drop in oil prices and a substantial deterioration of the Company’s public market capitalization. In response, the Company reduced headcount, furloughed employees and implemented compensation reductions for remaining active employees with the goal of adjusting its cost structure caused by low revenue levels. The Company determined these events constituted a triggering event that required a review of the recoverability of its long-lived assets and performed an interim goodwill impairment assessment as of March 31, 2020.

4640

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

(1)

Includes accelerated depreciation for assets that were ceased to be used during 2019 and were abandoned before the end of their previously estimated useful lives. These assets have been recorded at salvage value. Also includes Right-Of-Use (ROU) assets related to leased real estate locations that were abandoned; see Note 15 for additional information on leased assets.

(2)

Represents real estate properties that are expected to be sold within the next 12 months. In connection with the plan of sale, the Company determined that the carrying values of some of the underlying assets exceeded their fair values. The impairment loss of $14,326,000 represents the estimated excess of the carrying values of the assets over their fair values, less cost to sell. The carrying value of the assets that are held for sale is separately presented in the Consolidated Balance Sheets in the caption "Assets held for sale," and these assets are no longer being depreciated.

(3)

Represents accelerated depreciation of older pressure pumping equipment being retired because it no longer effectively meets the industry’s current market requirements, requires costly maintenance, and is not expected to generate adequate returns in the future, and the related cost of disposal.

The Company used both income based and market based approaches to determine the fair value of its long-lived asset groups and its reporting units for goodwill impairment assessment. Under the income approach, the fair value for each of its asset groups and reporting units was determined based on the present value of estimated charges listed above are subjectfuture cash flows, discounted at an appropriate risk-adjusted rate. The Company used internal forecasts, updated for recent events, to change inestimate future cash flows and terminal value calculation, which incorporates historical and forecasted trends, including an estimate of long-term future growth rates, based on its most recent views of the near term aslong-term outlook for each asset group and reporting units. For the transactions are settled including asset disposals and payment of severence asmarket based valuation, the Company continuesused comparable public company multiples. The selection of comparable businesses was based on the markets in which the asset groups and reporting units operate giving consideration to position itselfrisk profiles, size, geography, and diversity of products and services. Based on the concluded fair value of the asset groups, the Company measured and recorded an impairment loss that represents the amount by which the asset groups' carrying amounts exceeded their fair value. For purposes of the goodwill impairment assessment, the fair value of each reporting unit exceeded its net book value and therefore, goodwill was deemed to compete in this difficult market environment. See Note 14 for details of impairment and other charges by segment.be not impaired.

Note 4: Accounts Receivable

Accounts receivable, net consists of the following:

December 31,

    

2019

    

2018

    

2021

    

2020

(in thousands)

  

  

  

  

Trade receivables:

 

  

 

  

 

  

 

  

Billed

$

191,579

$

266,660

$

181,500

$

135,201

Unbilled

 

52,052

 

56,408

 

70,353

 

29,754

Other receivables

 

4,124

 

5,278

 

13,547

 

1,631

Total

 

247,755

 

328,346

 

265,400

 

166,586

Less: allowance for doubtful accounts

 

(5,181)

 

(4,813)

Less: allowance for credit losses

 

(6,765)

 

(4,815)

Accounts receivable, net

$

242,574

$

323,533

$

258,635

$

161,771

Trade receivables relate to revenues generated from equipment and services, for which credit is extended based on our evaluation of the customer’s credit worthiness. Unbilled receivables represent revenues earned but not billed to the customer until future dates, usually within one month. Other receivables consists primarily of net amounts receivable from an agent, that operates internationally, as well as amounts due from the favorable resolution of state tax audits and rebates due from suppliers.

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

Years Ended December 31,

    

2019

    

2018

(in thousands)

  

  

Beginning balance

$

4,813

$

4,471

Bad debt expense

 

1,481

 

588

Accounts written-off

 

(1,142)

 

(260)

Recoveries

 

29

 

14

Ending balance

$

5,181

$

4,813

Note 5: InventoriesCurrent Expected Credit Losses

InventoriesThe Company adopted ASU No 2016-13, Current Expected Credit Losses (Topic 326) on January 1, 2020 on a prospective basis with an immaterial cumulative-effect adjustment to the opening balance of retained earnings. This ASU replaces the current loss model with an expected credit loss model for financial assets measured at amortized cost that includes accounts (trade) receivable. The Company is exposed to credit losses primarily from providing oilfield services. The Company’s expected credit loss allowance for accounts receivable is based on historical collection experience, current and future economic and market conditions and a review of the current status of customers’ account receivable balances. Due to the short-term nature of such receivables, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are $100,947,000 at December 31, 2019established to record the appropriate provision for customers that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers' financial condition and $130,083,000 at December 31, 2018macroeconomic conditions. Balances are written off when determined to be uncollectible and consistrecoveries of raw materials, partsamounts previously written off are recorded when collected. The Company considered the current and supplies. expected future economic and market conditions surrounding the COVID-19 pandemic and determined that the estimate of current expected credit losses was not significantly impacted. Estimates used to determine the allowance for current expected credit losses are based on an assessment of anticipated payment and all other historical, current and future information that is reasonably available.

The reservefollowing table provides a roll-forward of the allowance for obsolete and slow moving inventorycredit losses that is $10,467,000 at December 31, 2019 and $10,168,000 at December 31, 2018.deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected:

4741

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

Years Ended December 31, 

    

2021

    

2020

(in thousands)

  

  

Beginning balance

$

4,815

$

5,181

Provision for current expected credit losses

 

4,019

 

342

Write-offs

 

(2,098)

 

(739)

Recoveries collected (net of expenses)

29

31

Ending balance

$

6,765

$

4,815

Note 6: Inventories

Inventories consist of (i) raw materials and supplies that are consumed providing services to the Company’s customers, (ii) spare parts for equipment used in providing these services and (iii) components and attachments for manufactured equipment used in providing services. In the table below, spare parts and components are included as part of raw materials and supplies; tools that are assembled using components are reported as finished goods. Inventories are recorded at the lower of cost or net realizable value. Cost is determined using either the first-in, first-out, or the weighted average cost method.

December 31, 

    

2021

    

2020

(in thousands)

  

  

Raw materials and supplies

$

77,709

$

81,403

Finished goods

 

1,274

 

1,515

Total Inventory

$

78,983

$

82,918

Note 6:7: Property, Plant and Equipment

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

December 31,

    

2019

    

2018

    

2021

    

2020

(in thousands)

  

  

  

  

Land

$

18,945

$

21,159

$

18,180

$

19,474

Buildings and leasehold improvements

 

114,318

 

140,269

 

120,649

 

122,289

Operating equipment

 

1,194,071

 

1,429,906

 

606,089

 

645,576

Computer software

 

25,247

 

24,619

 

22,925

 

24,681

Furniture and fixtures

 

7,086

 

7,606

 

6,222

 

6,692

Vehicles

 

553,968

 

528,250

 

243,647

 

236,411

Gross property, plant and equipment

 

1,913,635

 

2,151,809

 

1,017,712

 

1,055,123

Less: accumulated depreciation

 

(1,396,908)

 

(1,633,827)

 

(763,304)

 

(790,712)

Net property, plant and equipment

$

516,727

$

517,982

$

254,408

$

264,411

Depreciation expense was $172.6 million in 2019, $166.2 million in 2018, and $166.9 million in 2017, and includes amounts recorded as costs of revenues. There were 0 capital leases outstanding as of December 31, 2019 and December 31, 2018. The Company had accounts payable for purchases of property and equipment of $6.8 million as of December 31, 2019, $14.8 million as of December 31, 2018, and $7.1 million as of December 31, 2017. The Company transferred inventory to property, plant and equipment totaling $20.8 million in 2019 and $23.1 million in 2018.

Note 7: Income Taxes

The 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 Company has completed its accounting for all of the enactment-date income tax effects of the Act. Discussion of specific provisions of the Act follows:

One-time transition tax

The one-time transition tax is based on the Company’s total post-1986 foreign earnings and profits (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.

4842

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

Depreciation expense was $72.7 million in 2021, $95.3 million in 2020, and $172.6 million in 2019. The Company had accounts payable for purchases of property and equipment of $4.3 million as of December 31, 2021 and $3.9 million as of December 31, 2020. The Company transferred inventory to property, plant and equipment totaling $11.1 million in 2021 and $8.6 million in 2020.

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.Note 8: Income Taxes

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 GILTI 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, 2018 or 2019.

In summary, the Company completed its evaluation of the impact of FDII, GILTI, and BEAT provisions of the Act in 2018. The Company has incorporated each of these provisions within the annual effective tax rate for 2019.

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

Years ended December 31,

    

2019

    

2018

    

2017

    

2021

    

2020

    

2019

(in thousands)

  

  

  

  

  

  

Current provision (benefit):

  

  

  

  

  

  

Federal

$

(3,548)

$

13,708

$

95,995

$

4,946

$

(74,841)

$

(3,548)

State

 

(3,185)

 

3,932

 

13,966

 

(1,387)

 

2,200

 

(3,185)

Foreign

 

2,968

 

6,843

 

2,953

 

784

 

1,247

 

2,968

Deferred provision (benefit):

 

  

 

  

 

  

 

 

 

  

Federal

 

(26,493)

 

23,203

 

(39,710)

 

2,287

 

(16,376)

 

(26,493)

State

 

4,268

 

(1,808)

 

(2,899)

 

2,601

 

(9,469)

 

4,268

Total income tax (benefit) provision

$

(25,990)

$

45,878

$

70,305

Total income tax provision (benefit)

$

9,231

$

(97,239)

$

(25,990)

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), enacted in 2020, among other changes, eliminated the taxable income limit for certain net operating losses (“NOL”). This allowed businesses to carryback NOLs arising in 2018, 2019 and 2020 to the five prior years, and provided a payment delay of employer payroll taxes during 2020 after the date of enactment. These provisions enabled a carryback of federal tax losses related to 2019 and 2020. The Company recorded net tax benefits totaling $29 million in 2020 related to certain of these provisions.

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

Years ended December 31,

    

2019

    

2018

    

2017

 

    

2021

    

2020

    

2019

 

Federal statutory rate

21.0

%  

21.0

%  

35.0

%

21.0

%  

21.0

%  

21.0

%

State income taxes, net of federal benefit

(0.3)

2.6

1.9

 

2.9

1.5

(0.3)

 

Foreign taxes, net of federal benefit

5.1

(0.4)

(0.2)

Tax credits

 

0.3

 

(0.1)

 

(0.7)

 

(3.5)

 

0.1

 

0.3

Change in contingencies

8.6

 

Non-deductible expenses

 

(1.9)

 

1.8

 

2.0

 

(2.8)

 

(0.1)

 

(1.9)

Adjustments related to the Act

 

 

(2.3)

 

(8.3)

Adjustments related to CARES Act

 

3.2

 

8.5

 

Change in estimated deferred rate

 

10.2

 

 

Adjustments related to vesting of restricted stock

 

(0.4)

 

(0.8)

 

(1.2)

 

7.1

 

(0.8)

 

(0.4)

Other

 

4.3

 

(1.5)

 

1.5

 

4.3

 

1.6

 

4.5

Effective tax rate

 

23.0

%  

20.7

%  

30.2

%

 

56.1

%  

31.4

%  

23.0

%

4943

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

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

December 31,

    

2019

    

2018

    

2021

    

2020

(in thousands)

  

  

  

  

Deferred tax assets:

 

  

 

  

 

  

 

  

Self-insurance

$

5,729

$

5,055

$

5,673

$

4,773

Pension

 

9,617

 

7,261

 

7,982

 

8,105

State net operating loss carryforwards

 

1,445

 

1,663

 

5,558

 

5,853

Bad debt

 

1,392

 

1,291

Allowance for credit losses

 

1,692

 

1,302

Stock-based compensation

 

3,358

 

3,501

 

2,532

 

2,291

Inventory reserve

2,478

2,447

2,868

3,226

Impairment reserve

2,802

Foreign tax credit carryforwards

 

3,086

 

Federal net operating loss carryforwards

19,664

Basis differences in consolidated limited liability company

5,778

Lease liability

5,620

7,125

Employee retention credit

1,360

Valuation allowance

(865)

(546)

All others

 

2,191

 

1,690

 

1,850

 

1,763

Gross deferred tax assets

 

57,540

 

22,908

 

34,270

 

33,892

Deferred tax liabilities:

 

 

  

 

 

Depreciation

 

(87,647)

 

(71,647)

 

(39,253)

 

(33,486)

Right of use asset

(5,834)

(6,392)

Goodwill amortization

 

(6,763)

 

(6,587)

 

(6,556)

 

(6,893)

Basis differences in consolidated limited liability company

 

 

(4,636)

Basis differences in joint ventures

 

(444)

 

(408)

All others

 

(5)

 

(5)

 

(376)

 

(453)

Gross deferred tax liabilities

 

(94,859)

 

(83,283)

 

(52,019)

 

(47,224)

Net deferred tax liabilities

$

(37,319)

$

(60,375)

$

(17,749)

$

(13,332)

The Company’sCompany'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.

Total income tax refunds, net were $20.9 million in 2021, $10.1 million in 2020, and $11.8 million in 2019. As of December 31, 2019,2021, the Company had net operating losses related to 2020 federal income taxes of $82 million which were carried back to 2017 as allowed by the CARES Act. As of December 31, 2021, the Company has net operating loss carryforwards related to federal income taxes of $93.6 million with an indefinite carryforward. As of December 31, 2019, the Company has 0 valuation allowance against the corresponding deferred tax asset. As of December 31, 2019, the Company has net operating loss carryforwardsrecorded related to state income taxes of $23.9$89.9 million (gross) that will expire between 20202022 and 2035. As2040, net of December 31, 2019, the Company has a valuation allowance of $415 thousand, representingtotaling $537 thousand. The valuation allowance is recorded and represents the tax-affected amount of loss carryforwards related to state income taxes that the Company does not expect to utilize, against the corresponding deferred tax asset.assets.

AsThe Company’s policy is to record interest and penalties related to income tax matters as income tax expense. Accrued interest and penalties were immaterial as of December 31, 2019,2021 and 2020.

During 2021, the Company has foreignrecognized an increase in its liability for unrecognized tax credit carryforwardsbenefits related primarily to current year positions. This liability, if released, would affect our effective rate. A reconciliation of $3.1 millionthe beginning and ending amount of unrecognized tax benefits is as follows:

    

2021

    

2020

(in thousands)

Balance at January 1

$

0

$

2,215

Additions (reductions) based on tax positions related to the current year

 

1,737

 

0

Additions (reductions) for tax positions of prior years

 

0

 

(2,215)

Balance at December 31

$

1,737

$

0

It is reasonably possible that the amount of the unrecognized benefits with respect to the Company’s unrecognized tax positions will expireincrease or decrease in 2029. Asthe next 12 months. These changes may be the result of, December 31, 2019, the Company has 0 valuation allowance against the corresponding deferred tax asset.

Total net income tax payments (refunds) were $(11.8) million in 2019, $18.0 million in 2018, and $98.0 million in 2017.among other things, expiration of stature of limitations, or conclusions of ongoing examinations or reviews. However, quantification of an estimated range cannot be made at this time.

The Company and its subsidiaries are subject to U.S. federal and state income taxestax in multiple jurisdictions. In many cases, ourthe uncertain tax positions are related to tax years that remain open and subject to examination by the relevant taxing authorities. In

44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2021, 2020 and 2019

general, the Company’s 20162018 through 20192020 tax years remain open to examination. Additional years may be open to the extent attributes are being carried forward to an open year.

50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 2018 and 2017

As of December 31, 2019 and 2018, our liability for unrecognized tax benefits related primarily to state income taxes 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:

    

2019

    

2018

Balance at January 1

$

2,215,000

$

2,215,000

Additions based on tax positions related to the current year

 

 

Additions for tax positions of prior years

 

 

Reductions for tax positions of prior years

 

 

Balance at December 31

$

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, 2019 and 2018 were $203 thousand and $263 thousand, respectively.

It is reasonably possible that the amount of the unrecognized tax benefits with respect to our unrecognized tax positions will increase 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, quantification of an estimated range cannot be made at this time.

Note 8:9: Long-Term Debt

The Company has a revolving credit facilityCredit Agreement with Bank of America and 5 other lenders which provides for a line of credit of up to $125$100 million, including a $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 the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors.

OnThe Credit Agreement's maturity date is July 26, 2018,2023. On September 25, 2020, the Company entered into Amendment No. 45 to Credit Agreement (the “Amendment”). TheThis Amendment among other matters, replaces(1) reduced the existingmaximum amount available for borrowing under the credit facility from $125 million to $100 million, (2) decreased the minimum tangible net worth covenant withlevel from not less than $600 million to not less than $400 million, and (3) increased the margin spreads and commitment fees payable by RPC by 37.5 and 5 basis points, respectively, at each pricing level of the applicable rate without any changes to the leverage ratios used to calculate such spreads.

The Credit Agreement includes the following 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,when RPC's trailing fourth quarter EBITDA is less than $50 million, a minimum tangible net worth covenant of no less than $600 million. The Amendment additionally (1) extends the Credit Agreement maturity date from January 17, 2020 to July 26, 2023, (2) eliminates any borrowing base limitations on revolving loans when RPC’s trailing four quarter EBITDA (as calculated under the Credit 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 sublimit from $50 million to $35$400 million. As of both December 31, 2019,2021 and December 31, 2020, the Company was in compliance with these covenants.

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

Thethe 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%0.20% to 0.25%0.30%, 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.facility. These costs are being amortized to interest expense over the remaining term of the loan, and the remaining net balance of $0.2 million at December 31, 20192021 is classified as part of non-current other assets.

51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended The remaining net balance of these costs was $0.2 million as of December 31, 2019, 2018 and 20172020.

As of December 31, 2019,2021, RPC had 0 outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $21.6$17.3 million; therefore, a total of $103.4$82.7 million of the facility was available. Interest incurred, which includes facility fees on the unused portion of the revolving credit facility and the amortization of loan cost, and interest paid on the credit facility were as follows for the periods indicated:

 

Years Ended December 31,

    

2019

    

2018

    

2017

2021

    

2020

    

2019

(in thousands)

  

  

  

 

  

  

  

Interest incurred

$

256

$

390

$

415

 

$

257

$

276

$

256

Interest paid

$

162

$

241

$

181

$

166

$

160

$

162

45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2021, 2020 and 2019

Note 9:10: Accumulated Other Comprehensive (Loss) Income

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

    

    

Unrealized  

    

Foreign 

    

    

    

Foreign 

    

Pension  

Gain (Loss) On

Currency 

Pension  

Currency 

    

Adjustment

    

 Securities

    

Translation

    

Total

    

Adjustment

    

Translation

    

Total

Balance at December 31, 2017

$

(14,470)

$

15

$

(2,247)

$

(16,702)

Change during 2018:

  

  

  

  

Balance at December 31, 2019

$

(20,908)

$

(2,315)

$

(23,223)

Change during 2020:

  

  

  

Before-tax amount

1,940

 

(210)

 

1,730

Tax (expense) benefit

 

(475)

 

 

(475)

Pension settlement loss

3,518

3,518

Reclassification adjustment, net of taxes:

 

  

 

  

 

  

Amortization of net loss (1)

 

744

 

 

744

Total activity in 2020

 

5,727

 

(210)

 

5,517

Balance at December 31, 2020

$

(15,181)

$

(2,525)

$

(17,706)

Change during 2021:

 

  

 

  

 

  

Before-tax amount

(2,712)

(15)

(621)

(3,348)

 

(3,500)

 

(112)

 

(3,612)

Tax (expense) benefit

 

665

 

 

 

665

 

1,220

 

 

1,220

Reclassification adjustment, net of taxes:

 

  

 

  

 

  

 

  

 

 

  

 

  

Amortization of net loss (1)

 

639

 

 

 

639

 

(610)

 

 

(610)

Total activity in 2018

 

(1,408)

 

(15)

 

(621)

 

(2,044)

Balance at December 31, 2018

$

(15,878)

$

$

(2,868)

$

(18,746)

Change during 2019:

 

  

 

  

 

  

 

  

Before-tax amount

 

(3,962)

 

 

553

 

(3,409)

Tax (expense) benefit

 

970

 

 

 

970

Adoption of accounting standard (note 1)

(2,732)

(2,732)

Reclassification adjustment, net of taxes:

 

  

 

  

 

  

 

  

Amortization of net loss (1)

 

694

 

 

 

694

Total activity in 2019

 

(5,030)

 

 

553

 

(4,477)

Balance at December 31, 2019

$

(20,908)

$

$

(2,315)

$

(23,223)

Total activity in 2021

 

(2,890)

 

(112)

 

(3,002)

Balance at December 31, 2021

$

(18,071)

$

(2,637)

$

(20,708)

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

Note 10:11: 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 on the balance sheet as of December 31, 2021 and 2020:

Fair Value Measurements at December 31, 2021 with:

Quoted prices in

Significant 

active markets

 other 

Significant 

 for identical

observable

unobservable 

(in thousands)

    

Total

    

assets

    

 inputs

    

inputs

  

(Level 1)

(Level 2)

(Level 3)

Assets:

Equity securities

$

197

$

197

$

0

$

0

Investments measured at net asset value

$

31,738

 

  

 

  

 

  

5246

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

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, 2019 and 2018:

    

    

Fair Value Measurements at December 31, 2019 with:

Quoted prices in 

Significant 

active markets

 other 

Significant 

 for identical 

observable

unobservable 

(in thousands)

    

Total

    

assets

    

 inputs

    

inputs

  

(Level 1)

(Level 2)

(Level 3)

Assets:

Available-for-sale securities – equity securities

$

237

$

237

$

$

Investments measured at net asset value - trading securities

$

28,476

 

  

 

  

 

  

    

    

Fair Value Measurements at December 31, 2018 with:

Fair Value Measurements at December 31, 2020 with:

Quoted prices in  

Significant 

Quoted prices in

Significant 

active markets

other

Significant 

active markets

 other 

Significant 

 for identical  

 observable 

unobservable

 for identical

observable

unobservable 

(in thousands)

    

Total

    

assets

    

inputs

    

 inputs

    

Total

    

assets

    

 inputs

    

inputs

 

  

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

  

 

(Level 1)

 

(Level 2)

 

(Level 3)

Assets:

Available-for-sale securities – equity securities

$

211

$

211

$

$

Investments measured at net asset value - trading securities

$

22,815

 

  

 

  

 

  

Equity securities

$

132

$

132

$

0

$

0

Investments measured at net asset value

$

32,039

 

  

 

  

 

  

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 12,13, 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. The expected holding period for these assets measured at net asset value is unknown. 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 year ended December 31, 20192021 there were no0 significant transfers in or out of levels 1, 2 or 3.

Under the Company’s revolving credit facility, there was no0 balance outstanding at December 31, 20192021 and 2018.2020. Outstanding balances based on the quote from the lender (level 2 inputs) is similar to the fair value as of the same date. The borrowings under our revolving credit facility bear variable interest rates as described in Note 8.9. 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 or not it will elect this option for financial instruments it may acquire in the future.

The Company’s real estate classified as held for sale has been stated at fair value less costs to sell since the fair value less costs to sell is lower than its carrying amount. The non-recurring fair value measurement was completed in the third quarterquarters of 20192021 and 2020 and determined based on observable market data that includes price per square foot involving comparable properties in similar locations and reflected in the tabletables below:

Fair Value Measurements at December 31, 2021 with:

    

    

Quoted prices in

    

Significant

    

    

    

Quoted prices in

    

Significant

    

active markets

other

Significant

active markets

other

Significant

for identical

observable

unobservable

for identical

observable

unobservable

(in thousands)

Total

assets

inputs

inputs

Total

assets

inputs

inputs

(Level 1)

(Level 2)

(Level 3)

(Level 1)

(Level 2)

(Level 3)

Assets:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Assets held for sale

$

5,385

$

$

5,385

$

$

692

$

0

$

692

$

0

Fair Value Measurements at December 31, 2020 with:

    

    

Quoted prices in

    

Significant

    

active markets

other

Significant

for identical

observable

unobservable

(in thousands)

Total

assets

inputs

inputs

(Level 1)

(Level 2)

(Level 3)

Assets:

  

  

  

  

Assets held for sale

$

4,032

$

$

4,032

$

53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 2018 and 2017

Note 11:12: Commitments and Contingencies

Income Taxes - The amount of income taxes the Company pays is subject to ongoing audits by federal and state tax authorities, which often result in proposed assessments.

47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2021, 2020 and 2019

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 estimablereasonable estimate of assessment costs are included in accrued state, local and other taxes.

The Company received a state tax notification of audit results related to sales and use tax on July 12, 2021. The Company and its outside legal counsel continue to evaluate the perceived merits of the tax assessment. The Company believes the likelihood of a material loss related to this contingency is remote and cannot be reasonably estimated at this time. Therefore, no loss has been recorded and the Company currently does not believe the resolution of this claim will have a material impact on its consolidated financial position, results of operations or cash flows.

Litigation - RPC is a party to various routine legal proceedings primarily involving commercial claims, 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.

Note 12:13: Employee Benefit Plans

Defined Benefit Pension Plan

The Company’s Retirement Income Plan, a trusteed defined benefit pension plan, provides monthly benefits upon normal retirement at age 65, toor reduced early retirement benefits at age 591/2, or 55 or older with 15 or more years of service.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 projectedDuring the fourth quarter of 2021, the Company initiated actions to terminate the defined benefit obligation exceeds the fair value of the plan assets under its pension plan by $8.4 million and thusas such, the year-end pension obligation has been valued on a termination basis. Specifically, the actuaries utilized an approach based on their experience with other plan was under-funded as of December 31, 2019. The following table sets forthterminations that (i) estimated a take rate for lump sums; (ii) for those participants electing a lump-sum, calculated the funded status ofamount using the Retirement Income PlanNovember 2021 IRS segment rates and the amounts recognized in RPC’s consolidated balance sheets:

December 31,

    

2019

    

2018

(in thousands)

  

  

Accumulated benefit obligation at end of year

$

48,519

$

43,417

CHANGE IN PROJECTED BENEFIT OBLIGATION:

 

  

 

  

Benefit obligation at beginning of year

$

43,417

$

46,397

Service cost

 

 

Interest cost

 

1,960

 

1,832

Amendments

 

 

Actuarial loss (gain)

 

5,521

 

(2,658)

Benefits paid

 

(2,379)

 

(2,154)

Projected benefit obligation at end of year

$

48,519

$

43,417

CHANGE IN PLAN ASSETS:

 

 

  

Fair value of plan assets at beginning of year

$

38,364

$

38,050

Actual return (loss) on plan assets

 

4,157

 

(2,532)

Employer contribution

 

 

5,000

Benefits paid

 

(2,379)

 

(2,154)

Fair value of plan assets at end of year

$

40,142

$

38,364

Funded status at end of year

$

(8,377)

$

(5,053)

(iii) for those participants with annuities purchased, calculated

5448

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

December 31,

    

2019

    

2018

(in thousands)

  

  

AMOUNTS (PRE-TAX) RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) CONSIST OF:

 

  

 

  

Net loss

$

27,693

$

24,650

Prior service cost (credit)

 

 

Net transition obligation (asset)

 

 

$

27,693

$

24,650

the amount using estimated insurance settlement rates. The Company currently expects to make a final cash contribution of approximately $6.0 million to the benefit plan as part of the termination in early 2023.

The Company’s projected benefit obligation exceeds the fair value of the plan assets under its pension plan by $5.7 million as of December 31, 2021. 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, 

    

2021

    

2020

(in thousands)

  

  

Accumulated benefit obligation at end of year

$

41,038

$

41,120

CHANGE IN PROJECTED BENEFIT OBLIGATION:

 

  

 

  

Benefit obligation at beginning of year

$

41,120

$

48,519

Service cost

 

0

 

0

Interest cost

 

988

 

1,645

Actuarial loss

 

1,365

 

3,066

Benefits paid

 

(2,435)

 

(2,581)

Settlement

(9,529)

Projected benefit obligation at end of year

$

41,038

$

41,120

CHANGE IN PLAN ASSETS:

 

 

Fair value of plan assets at beginning of year

$

39,068

$

40,142

Actual return on plan assets

 

(1,294)

 

6,586

Employer contribution

 

 

4,450

Benefits paid

 

(2,435)

 

(2,581)

Settlement

(9,529)

Fair value of plan assets at end of year

$

35,339

$

39,068

Funded status at end of year

$

(5,699)

$

(2,052)

December 31, 

    

2021

    

2020

(in thousands)

  

  

AMOUNTS (PRE-TAX) RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) CONSIST OF:

 

  

 

  

Net loss

$

23,468

$

20,108

Prior service cost (credit)

 

0

 

0

Net transition obligation (asset)

 

0

 

0

$

23,468

$

20,108

The accumulated benefit obligation for the Retirement Income Plan at December 31, 20192021 and 20182020 has been disclosed above. The Company uses a December 31 measurement date for this qualified plan. As part of the plan termination, the Company expects to recognize a non-cash settlement charge of the remaining balance in the accumulated other comprehensive loss at the time.

Amounts recognized in the consolidated balance sheets consist of:

December 31,

    

2019

    

2018

(in thousands)

  

  

Funded status of the Retirement Income Plan

$

(8,377)

$

(5,053)

SERP liability

 

(30,877)

 

(24,585)

Long-term pension liabilities

$

(39,254)

$

(29,638)

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. There were 0 contributions to the plan in 2019 and $5.0 million contributions were made in 2018.

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

Years ended December 31,

    

2019

    

2018

    

2017

(in thousands)

  

  

  

Service cost for benefits earned during the period

$

$

$

Interest cost on projected benefit obligation

 

1,960

 

1,832

 

1,932

Expected return on plan assets

 

(2,598)

 

(2,837)

 

(2,356)

Amortization of net loss

 

919

 

824

 

851

Net periodic benefit plan cost

$

281

$

(181)

$

427

The Company recognized pre-tax (increases) decreases to the funded status in accumulated other comprehensive loss of $3,043,000 in 2019, $1,888,000 in 2018, and $(1,650,000) in 2017. There were no previously unrecognized prior service costs as of December 31, 2019, 2018 and 2017. The pre-tax amounts recognized in accumulated other comprehensive loss for the years ended December 31, 2019, 2018 and 2017 are summarized as follows:

(in thousands)

    

2019

    

2018

    

2017

Net (gain) loss

$

3,962

$

2,712

$

(799)

Amortization of net loss

(919)

(824)

(851)

Net transition obligation (asset)

 

 

 

Amount recognized in accumulated other comprehensive loss

$

3,043

$

1,888

$

(1,650)

The amounts in accumulated other comprehensive loss expected to be recognized as components of net periodic benefit cost in 2020 are as follows:

(in thousands)

    

2020

Amortization of net loss

$

1,002

Prior service cost (credit)

 

Net transition obligation (asset)

 

Estimated net periodic benefit plan cost

$

1,002

December 31, 

    

2021

    

2020

(in thousands)

  

  

Funded status of the Retirement Income Plan

$

(5,699)

$

(2,052)

SERP liability

 

(29,677)

 

(31,028)

Long-term pension liabilities

$

(35,376)

$

(33,080)

5549

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

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. The Company made 0 cash contributions in 2021 and a cash contribution of $4,450,000 in 2020.

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

(in thousands)

2021

2020

2019

Service cost for benefits earned during the period

$

0

$

0

$

0

Interest cost

988

 

1,645

 

1,960

Expected return on plan assets

(1,509)

 

(1,581)

 

(2,598)

Amortization of net losses

808

 

986

 

919

Settlement loss

4,660

Net periodic benefit cost

$

287

$

5,710

$

281

The Company recognized pre-tax decreases (increases) to the funded status in accumulated other comprehensive loss of $3,361,000 in 2021, ($6,863,000) in 2020, and $3,043,000 in 2019. There were no previously unrecognized prior service costs as of December 31, 2021, 2020 and 2019. In 2020, the Company offered a limited lump-sum payment window for vested terminated participants who had terminated employment before July 1, 2020 and for active employees who reached age 59 ½ by December 1, 2020, with a vested balance. The participants at their election, could receive their vested balance either immediately as a lump-sum or as a monthly annuity payment. Non-cash settlement charges of $4.7 million recorded for the year ended December 31, 2020 and shown above represents the accelerated recognition of actuarial losses previously reflected in accumulated other comprehensive loss.

The pre-tax amounts recognized in accumulated other comprehensive loss for the years ended December 31, 2021, 2020 and 2019 are summarized as follows:

(in thousands)

    

2021

    

2020

    

2019

Net loss (gain)

$

4,169

$

(1,217)

$

3,962

Amortization of net loss

(808)

(986)

(919)

Net transition obligation (asset)

 

0

 

0

 

0

Settlement loss

0

(4,660)

Amount recognized in accumulated other comprehensive loss

$

3,361

$

(6,863)

$

3,043

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

December 31,

    

2019

    

2018

    

2017

 

    

2021

    

2020

    

2019

 

Projected Benefit Obligation:

  

  

  

 

Projected Benefit Obligation:

  

  

  

 

Discount rate

3.60

%  

4.65

%  

4.00

%

Note (1)

%  

2.50

%  

3.60

%

Rate of compensation increase

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

Net Benefit Cost:

 

  

 

  

 

  

 

  

 

  

 

  

Discount rate

 

4.65

%  

4.00

%  

4.45

%

 

2.50

%  

3.60

%  

4.65

%

Expected return on plan assets

 

7.00

%  

7.00

%  

7.00

%

 

4.00

%  

4.00

%  

7.00

%

Rate of compensation increase

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

 

N/A

(1)Projected benefit obligation as of December 31, 2021 reflects proposed termination of the Plan and is calculated based on various assumptions in accordance with the Plan agreement.

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 2021 expected long-term return assumption of 7four percent is reasonable.

The plan’s weighted average asset allocation at December 31, 2019 and 2018 by asset category along with the target allocation for 2020 are as follows: 

    

Target Allocation

    

Percentage of Plan Assets

 

December 31, 

2020

2019

2018

 

Asset Category

  

  

  

 

Cash and cash equivalents

 

0% - 5%

1.3

%  

3.0

%

Fixed income securities

 

15% - 100%

91.7

%  

29.1

%

Domestic equity securities

 

0% - 40%

%  

39.5

%

International equity securities

 

0% - 20%

%  

19.0

%

Investments measured at net asset value

 

0% - 12%

7.0

%  

9.4

%

Total

 

100.0

%  

100.0

%  

The Company’s investments consist primarily of fixed income securities that 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 while minimizing the 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 will evaluate contributing to the pension plan during 2020.

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 plan asset reporting as of December 31, 2019, 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 valued based on the net asset value per share calculated by the funds in which the plan has invested 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 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.

5650

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

The plan’s weighted average asset allocation at December 31, 2021 and 2020 by asset category along with the target allocation for 2022 are as follows: 

    

Target Allocation

    

Percentage of Plan Assets

 

December 31, 

2022

2021

2020

 

Asset Category

  

  

  

 

Cash and cash equivalents

 

0% - 5

%  

1.3

%  

2.0

%

Fixed income securities

 

15% - 100

%  

98.7

%  

98.0

%

Total

 

100.0

%  

100.0

%  

The Company’s investments consist primarily of fixed-income securities that include corporate bonds, mortgage-backed securities, sovereign bonds, and U.S. Treasuries. 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 while minimizing the level of risk 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.

The following tables present our plan assets using the fair value hierarchy as of December 31, 20192021 and 2018.2020. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. See Note 1011 for a brief description of the three levels under the fair value hierarchy.

Fair Value Hierarchy as of December 31, 2019:2021:

Investments (in thousands)

    

    

Total

    

Level 1

    

Level 2

    

    

Total

    

Level 1

    

Level 2

Cash and Cash Equivalents

(1)

$

505

$

505

$

(1)

$

444

$

444

$

0

Fixed Income Securities

(2)

36,813

36,813

(2)

34,895

0

34,895

Domestic Equity Securities

 

(3)

 

3

 

3

 

Total Assets in the Fair Value Hierarchy

$

37,321

$

508

$

36,813

$

35,339

$

444

$

34,895

Investments measured at Net Asset Value

 

 

2,821

 

  

 

  

 

 

0

 

  

 

  

Investments at Fair Value

$

40,142

 

  

 

  

$

35,339

 

  

 

  

Fair Value Hierarchy as of December 31, 2018:2020:

Investments (in thousands)

    

    

Total

    

Level 1

Level 2

    

    

Total

    

Level 1

Level 2

Cash and Cash Equivalents

(1)

$

1,140

$

1,140

$

(1)

$

736

$

736

$

Fixed Income Securities

(2)

11,163

11,163

(2)

38,332

38,332

Domestic Equity Securities

(3)

15,182

5,602

9,581

International Equity Securities

 

(4)

 

7,279

 

 

7,279

Total Assets in the Fair Value Hierarchy

$

34,764

$

6,742

$

28,023

$

39,068

$

736

$

38,332

Investments measured at Net Asset Value

 

3,600

  

 

  

 

  

 

 

  

 

  

Investments at Fair Value

$

38,364

  

 

  

 

  

$

39,068

 

  

 

  

(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.

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

(in thousands)

    

    

2020

$

2,764

2021

 

2,858

2022

 

2,899

$

9,026,000

2023

 

2,919

 

35,511,000

2024

 

2,987

 

0

2025‑2029

$

15,211

2025

 

0

2026

 

0

2027‑2031

$

0

51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2021, 2020 and 2019

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 $55.3 million in variable life insurance policies as of December 31, 2019 and $47.9totaling $60.7 million as of December 31, 2018.2021 and $58.0 million as of December 31, 2020. In the COLI policies, the Company is able to allocate the investment of the assets across a set of choices provided by the insurance underwriters, including fixed income securities and equity funds. The COLI policies are recorded at their net cash surrender values, which approximates fair value, as provided by the issuing insurance company, whose Standard & Poor’s credit rating was A+.

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 2018 and 2017

The Company classifies the SERP assets as trading securities as described in Note 1. The fair value of these assets totaled $28,476,000$31,738,000 as of December 31, 20192021 and $22,815,000$32,039,000 as of December 31, 2018.2020. 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 gains (losses) related to the SERP assets totaled $5,524,000$2,624,000 in 2019, $(2,282,000)2021, $2,620,000 in 2018,2020, and $3,156,000$(5,524,000) in 2017.2019. The SERP liability includes participant deferrals net of distributions and 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 consolidated statements of operations.

As a result of Company-owned life insurance policy claims, the Company received insurance proceeds of $507,000 less a cash surrender value of $377,000 and recorded tax-free gains of $126,000$891,000 during 2019;2020; these gains arewere recorded as an adjustment to compensation cost within selling, general and administrative expenses in the consolidated statements of operations. Proceeds received have beentotaling $1,566,000 were reinvested intoin mutual funds held as supplemental retirement planSERP 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 1 to 25 percent of their annual compensation, not exceeding the permissible contribution imposed by the Internal Revenue Code. During 2018, the Company made matching contributions of 50 cents ($0.50) for each dollar ($1.00) of a participant’s contribution to the 401(k) Plan that did not exceed 6 percent of his or her annual compensation. Effective January 1, 2019,2020, the Company began making 100 percent matching contributions for each dollar ($1.00)$(1.00) of a participant’s contribution to the 401(k) Plan for the first three3 percent of his or her annual compensation and 50 cents ($0.50)$(0.50) for each dollar ($1.00)$(1.00) of a participant’s contribution to the 401(k) Plan for the next three percent of his or her annual compensation. During 2019, the Company made matching contributions of 50 cents $(0.50) for each dollar $(1.00) of a participant's contribution to the 401(k) Plan that did not exceed six percent of his or her annual compensation. Employees vest in the RPC contributions after two years of service. The charges to expense for the Company’s contributions to the 401(k) Plan were $6,910,000 in 2021, $5,641,000 in 2020, and $10,805,000 in 2019, $5,704,000 in 2018, and $4,509,000 in 2017.2019.

Stock Incentive Plans

The Company has issued stock options and restricted stock to employees under three 10-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, 2019, 4,729,8632021, 3,194,060 shares were available for grant. As of December 31, 2020, 4,012,780 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.

Pre-tax stock-based employee compensation expense was $6,576,000 in 2021 $(5,064,000 after tax), $8,735,000 in 2020 $(6,595,000 after tax) and $8,630,000 in 2019 ($$(6,516,000 after tax), $9,419,000 in 2018 ($7,111,000 after tax) and $11,090,000 in 2017 ($7,042,000 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

52

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2021, 2020 and 2019

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. There were no0 stock options exercised during 2019, 20182021, 2020 or 20172019 and there are no0 stock options outstanding as of December 31, 20192021 and 2018.2020.

58

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 2018 and 2017

Restricted Stock

The Company has granted certain 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 to date 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, with the exception of death (fully vests), disability or retirement (partially vests based on duration of service), shares with restrictions are forfeited in accordance with the plan.

The following is a summary of the changes in non-vested restricted shares for the year ended December 31, 2019:2021:

    

    

Weighted Average Grant- 

Weighted Average 

    

Shares

    

Date Fair Value

    

Shares

    

Grant-Date Fair Value

Non-vested shares at January 1, 2019

2,352,150

$

17.15

Non-vested shares at January 1, 2021

2,235,179

$

6.81

Granted

 

858,150

 

11.39

 

1,010,700

 

3.87

Vested

 

(625,465)

 

14.73

 

(434,208)

 

14.96

Forfeited

 

(191,278)

 

15.90

 

(191,980)

 

7.71

Non-vested shares at December 31, 2019

 

2,393,557

$

13.23

Non-vested shares at December 31, 2021

 

2,619,691

$

7.89

The following is a summary of the changes in non-vested restricted shares for the year ended December 31, 2018:2020:

    

    

Weighted Average Grant- 

    

Weighted Average 

    

Shares

    

Date Fair Value

    

Shares

    

Grant-Date Fair Value

Non-vested shares at January 1, 2018

2,736,365

$

14.50

Non-vested shares at January 1, 2020

2,393,557

$

13.23

Granted

 

522,800

 

25.13

 

1,085,875

 

4.59

Vested

 

(750,880)

 

13.06

 

(875,202)

 

14.96

Forfeited

 

(156,135)

 

17.10

 

(369,051)

 

13.60

Non-vested shares at December 31, 2018

 

2,352,150

$

17.15

Non-vested shares at December 31, 2020

 

2,235,179

$

6.81

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 $3.87 for 2021, $4.59 for 2020 and $11.39 for 2019, $25.13 for 2018 and $21.66 for 2017.2019. The total fair value of shares vested was $1,757,000 during 2021, $3,474,000 during 2020 and $7,026,000 during 2019, $16,483,000 during 2018 and $19,480,000 during 2017.2019.

The consolidated statementstatements of cash flows reflect discrete income tax adjustments that resultedexpense of $1,164,000 in $442,000 of detrimental impact2021 and $0 in 2019 and $1,889,000 of beneficial impact in 2018 realized from2020 related to tax compensation deductions and classified within operating activities as part of net income.

Other Information

As of December 31, 2019,2021, total unrecognized compensation cost related to non-vested restricted shares was $44,642,000$38,227,000 which is expected to be recognized over a weighted-average period of 3.43.9 years.

53

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2021, 2020 and 2019

Note 13:14: 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.

59

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 2018 and 2017

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 $867,000 in 2021, $846,000 in 2020, and $865,000 in 2019, $873,000 in 2018, and $849,000 in 2017.2019. The Company’s receivable due from Marine Products for these services was $55,000$87,000 as of December 31, 20192021 and $28,000$49,000 as of December 31, 2018. Many2020. The majority 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 equipment 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 $1,275,000 in 2021, $1,030,000 in 2020 and $1,625,000 in 2019, $1,467,000 in 2018 and $1,372,000 in 2017.2019.

RPC receives certain administrative services and rents office space from Rollins, Inc. (a company of which Mr. R. RandallGary W. Rollins is also Chairman, and which is otherwise affiliated with RPC)controlled by Mr. Rollins and his affiliates). 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,selected administration ofservices for certain employee benefit programs and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent totaled $104,000 in 2019, $101,0002021, $104,000 in 20182020 and $104,000 in 2017.2019.

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 theirhis control, controls in excess of 50 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 currently a party to an operating lease agreement with 255 RC, LLC for a period of five years. RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of $200,000 in 2021, $200,000 in 2020 and $199,000 in 2019 and 2018 and $197,000 in 2017 for the corporate aircraft. The Company has a payable to 255 RC, LLC of $1.0$1.4 million as of December 31, 20192021 and $0.8$1.2 million as of December 31, 2018.2020. 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, 2019,2021, the investment closely approximates the underlying equity in the net assets of 255 RC, LLC.LLC and the undistributed earnings represented in retained earnings was approximately $521,000.

Note 14:15: Business Segment and Entity wideWide 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.

54

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2021, 2020 and 2019

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.

60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 2018 and 2017

Segment Revenues:

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

(in thousands)

    

2019

2018

2017

2021

2020

2019

Technical Services:

  

  

  

  

  

  

Pressure Pumping

$

519,543

$

945,919

$

993,538

$

369,028

$

221,597

$

519,543

Downhole Tools

 

414,352

 

423,811

 

294,606

247,019

 

195,052

 

414,352

Coiled Tubing

 

80,758

 

100,049

 

109,462

88,946

 

51,616

 

80,758

Nitrogen

 

45,658

 

49,198

 

38,961

38,773

 

30,213

 

45,658

Snubbing

 

14,520

 

17,818

 

23,838

15,408

 

8,016

 

14,520

All other

 

70,723

 

110,418

 

77,946

55,872

 

49,994

 

70,723

Total Technical Services

$

1,145,554

$

1,647,213

$

1,538,351

$

815,046

$

556,488

$

1,145,554

Support Services:

 

  

 

  

 

  

 

  

 

  

 

  

Rental Tools

$

51,792

$

50,809

$

30,264

$

32,167

$

25,280

$

51,792

All other

 

25,063

 

22,983

 

26,612

 

17,716

 

16,534

 

25,063

Total Support Services

$

76,855

$

73,792

$

56,876

$

49,883

$

41,814

$

76,855

Total Revenues

$

1,222,409

$

1,721,005

$

1,595,227

Total revenues

$

864,929

$

598,302

$

1,222,409

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 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 concerning RPC’s reportable segments for the years ended December 31, 2019, 2018 and 2017 are shown in the following table:

    

    

    

    

    

    

Gain on  

    

Impairment

    

    

Technical 

Support

 disposition of 

and other

(in thousands)

    

Services

    

 Services

    

Corporate

    

assets, net

    

charges

    

Total

2019

  

  

  

  

  

Revenues

$

1,145,554

$

76,855

$

$

$

$

1,222,409

Operating (loss) profit

(32,993)

10,016

(12,745)

3,707

(82,273)

(1)

(114,288)

Capital expenditures

237,950

10,330

2,349

250,629

Depreciation and amortization

 

154,776

 

15,328

 

305

 

 

 

170,409

Identifiable assets

 

848,264

 

72,351

 

132,603

 

 

 

1,053,218

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 profit (loss)

 

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

(1)Represents $80,263 related to technical services and $2,010 related to corporate services.

6155

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

Summarized financial information concerning RPC’s reportable segments for the years ended December 31, 2021, 2020 and 2019 are shown in the following table:

    

    

    

    

    

    

Gain on  

    

Impairment

    

    

Technical 

Support

 disposition of 

and other

(in thousands)

    

Services

    

 Services

    

Corporate

    

assets, net

    

charges

    

Total

2021

  

  

  

  

  

Revenues

$

815,046

$

49,883

$

$

$

$

864,929

Operating profit (loss)

24,434

(5,725)

(13,300)

10,882

16,291

Capital expenditures

59,316

7,012

1,317

67,645

Depreciation and amortization

 

62,667

 

9,752

 

267

 

 

 

72,686

Identifiable assets

 

580,406

 

69,345

 

214,614

 

 

 

864,365

2020

 

  

 

  

 

  

 

  

 

 

  

Revenues

$

556,488

$

41,814

$

$

$

$

598,302

Operating (loss) profit

 

(82,525)

(6,714)

(12,426)

9,523

(217,493)

(1)

(309,635)

Capital expenditures

 

54,327

10,224

514

65,065

Depreciation and amortization

 

80,877

 

14,377

 

276

 

 

 

95,530

Identifiable assets

 

499,764

 

64,457

 

226,284

 

 

 

790,505

2019

 

  

 

  

 

  

 

  

 

 

  

Revenues

$

1,145,554

$

76,855

$

$

$

$

1,222,409

Operating profit (loss)

 

(32,993)

10,016

(12,745)

3,707

(82,273)

(2)

(114,288)

Capital expenditures

 

237,950

10,330

2,349

250,629

Depreciation and amortization

 

154,776

 

15,328

 

305

 

 

 

170,409

Identifiable assets

 

848,264

 

72,351

 

132,603

 

 

 

1,053,218

(1)Represents $212,292 related to technical services, $4,660 related to pension settlement loss and the remainder related to corporate expenses.

(2)Represents $80,263 related to technical services and $2,010 related to corporate expenses.

The following summarizes revenues for the United States and separately for all international locations combined for the years ended December 31, 2019, 20182021, 2020 and 2017.2019. The revenues are presented based on the location of the use of the equipment or services. Assets related to international operations are less than 10 percent of RPC’s consolidated assets, and therefore are not presented.

Years ended December 31,

    

2019

    

2018

    

2017

(in thousands)

  

  

  

2021

    

2020

    

2019

United States Revenues

$

1,157,760

$

1,630,569

$

1,539,462

International Revenues

 

64,649

 

90,436

 

55,765

$

1,222,409

$

1,721,005

$

1,595,227

United States revenues

$

833,686

$

562,390

$

1,157,760

International revenues

31,243

 

35,912

 

64,649

Total revenues

$

864,929

$

598,302

$

1,222,409

Note 15: Leases:16: Leases

The Company adopted ASU No. 2016-02, Leases (Topic 842) on January 1, 2019 and recognized leases with duration greater than 12 months on the balance sheet using the modified retrospective approach. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed for a carry-forward of the historical lease classification. For leases with terms greater than 12 months, the Company has recorded the related Right-Of-Use (ROU) asset and liability at the present value of lease payments over the term. A few of theterm, for leases with terms greater than 12 months. Leases that include rental escalation clauses or renewal options and they have beenare factored into the determination of lease payments when appropriate. There are no residual value guarantees on the existing leases. The Company estimates its incremental borrowing rate, based on the interest rate in the Company’s current credit facility, at lease commencement to determine the present value of lease payments, since most of the Company’s leases do not provide an implicit rate of return. ROU assets exclude lessor incentives received.

The Company’s lease population consists primarily of real estate including its corporate headquarters, office space and warehouses, in addition to vehicles, railcars, storage containers and office equipment. The Company does not have any finance leases. The Company has a significant population of month-to-month real estate leases that have been classified as short-term leases, and therefore has not recognized a related ROU asset or lease liability. The Company determines at contract inception, if an arrangement is a lease or contains a lease based on whether the Company obtains the right to control the use of specifically identifiable property, plant and equipment for a period of time in exchange for consideration. The Company has elected not to separate non-lease components from lease components for its leases. Variable lease payments relate primarily to taxes and insurance on real estate contracts and are recognized as expense when incurred.

The Company subleases certain real estate to third parties. Our sublease portfolio consists solely of operating leases. As of December 31, 2019,2021, the Company had no operating leases that had not yet commenced. During the year ended December 31, 2019,2021, the Company entered into new leases or modified existing leases that resulted in an increase of ROU assets in exchange for operating lease liabilities as disclosed below.

Lease position:

The table below presents the assets and liabilities related to operating leases recorded on the balance sheet:

(in thousands)

    

December 31,2019

Assets:

 

  

Operating lease right-of-use assets

$

33,850

Liabilities:

 

  

Current portion of operating leases

$

10,625

Long-term operating lease liabilities

 

28,378

Total lease liabilities

$

39,003

During the year ended December 31, 2019,2021, the Company recordedentered into 2 Agreements (Agreement 1 and Agreement 2) for certain operating equipment rentals with an impairment totaling $4,903 representingindustrial manufacturer. Per the accelerationterms of depreciation onAgreement 1, the remaining balance of the ROU assets related to leases that have been abandoned. The Company has not terminated these leases and continues to carry the present value of lease liabilities related to these payments.equipment is being rented for

6256

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2019, 20182021, 2020 and 20172019

one year and RPC is required to purchase the assets at the end of the lease term for the guaranteed purchase price less the monthly amounts paid during the year. As a result, the Company classified this arrangement as a finance lease and recorded the lease liability using its one-year incremental borrowing rate. Per the terms of Agreement 2, certain operating equipment is being rented for one year with variable lease payments based on usage, which has been recognized as a short-term lease. Amounts totaling $2.1 million related to this lease are included in the short-term lease costs disclosed below.

Lease Position:

The table below represents the assets and liabilities related to operating leases recorded on the balance sheet:

December 31, 

    

2021

    

2020

(in thousands)

Assets:

 

 

 

 

  

Finance lease right-of-use assets

$

20,327

Operating lease right-of-use assets

$

24,572

$

27,270

Liabilities:

 

Current portion of finance lease

20,194

Current portion of operating leases

$

6,387

$

9,192

Long-term operating lease liabilities

19,719

 

21,090

Total operating lease liabilities

$

26,106

$

30,282

Lease costs:

The cos components of the finance lease are included in depreciation and amortization, and interest expense; operating lease expense are included in costs of goods sold, and selling, general and administrative expenses in the consolidated statements of operations.operations as disclosed below.

Year ended December 31,

    

2021

2020

(in thousands)

Finance lease cost

Amortization of leased assets

$

1,452

$

Interest on lease liabilities

116

Total finance lease cost

$

1,568

$

Year ended

(in thousands)

    

December 31,2019

Operating lease cost

$

14,109

$

7,580

$

8,373

Short-term lease cost

 

7,254

3,626

 

2,577

Variable lease cost

 

521

772

 

624

Sublease income

 

(72)

(831)

 

(295)

Total operating lease cost

$

11,147

$

11,279

Total lease cost

$

21,812

$

12,715

$

11,279

Other information:

    

  

 

As of December 31, 

2021

2020

Cash paid for amounts included in the measurement of lease liabilities – operating leases (in thousands)

$

10,151

$

11,922

ROU assets obtained in exchange for operating lease liabilities (in thousands)

$

5,974

$

3,202

ROU assets obtained in exchange for finance lease liabilities (in thousands)

$

21,778

Weighted average remaining lease term – finance lease (months)

8

Weighted average remaining lease term – operating leases (years)

5.41

5.20

Weighted average discount rate – finance lease

1.7

%

 

Weighted average discount rate – operating leases

2.29

%

 

2.82

%

57

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RPC, Inc. and Subsidiaries

Years ended December 31, 2021, 2020 and 2019

Total rental expense, including short-term rentals charged to operations related to operating leases under the previousLease Commitments:

Maturity of lease standard, were $21.6 million in 2018 and $17.1 million in 2017.liabilities - Operating Leases:

Other information:

    

  

 

Cash paid for amounts included in the measurement of lease liabilities – operating leases (in thousands)

$

12,863

ROU assets obtained in exchange for operating lease liabilities (in thousands)

$

7,992

Weighted average remaining lease term – operating leases

 

5.5 years

Weighted average discount rate – operating leases

 

3.58

%

As of December 31, 

    

2021

    

2020

(in thousands)

2021

$

$

9,911

2022

 

7,015

 

6,889

2023

 

4,483

 

4,135

2024

 

3,619

 

3,127

2025

 

2,667

 

2,181

2026

 

2,421

 

Thereafter

 

7,742

 

6,404

Total lease payments

 

27,947

 

32,647

Less: Amounts representing interest

 

(1,841)

 

(2,365)

Present value of lease liabilities

$

26,106

$

30,282

Maturity of lease liabilities (in thousands)

    

Operating Leases

2020

 

12,091

2021

 

9,623

2022

 

6,608

2023

 

4,153

2024

 

3,078

Thereafter

 

9,132

Total lease payments

 

44,685

Less: Amounts representing interest

 

(5,682)

Present value of lease liabilities

$

39,003

Maturity of lease liabilities - Finance Lease:

As of December 31, 2018,2021, projected future lease payments on the finance lease total rentals on our non- cancellable operating leases under$20,400,000 and are scheduled to be paid in 2022, with amounts representing interest of $206,000 over the previous lease standard were $44.9 million in the aggregate, which consistedterm of the following: $11.8 million in 2019; $10.6 million in 2020; $7.8 million in 2021; $5.6 million in 2022; $2.9 million in 2023; and $6.2 million thereafter.lease.

6358

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, 20192021 (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 3226 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, 20192021 and issued a report thereon which is included on page 3327 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.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable

6459

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information concerning directors and executive officersdirector nominees will be included in the RPC Proxy Statement for its 20202022 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 1415 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 20202022 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 website at rpc.net. Copies are available at no charge by writing to Attention: Human Resources, RPC, Inc., 2801 Buford Highway, Suite 300, N.E., Atlanta, GA 30329.

RPC, Inc. intends to satisfy the disclosure requirement under Item 105.05 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.

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 20202022 Annual Meeting of Stockholders, which is incorporated herein by reference.

Item 11. Executive Compensation

Information concerning director and executive compensation will be included in the RPC Proxy Statement for its 20202022 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 of certain beneficial owners and management, and such all officers and directors as a group, will be included in the RPC Proxy Statement for its 20202022 Annual Meeting of Stockholders, in the sections “Capital Stock”section titled “Stock Ownership of Certain Beneficial Owners and Management.” Such ownership information with respect to individual directors and nominees shall be set forth in the same document in the section titled “Election of Directors.” This information is incorporated herein by reference. Arrangements known to the Company, if any, the operation of which may at a subsequent date result in a change in

60

control of the Company will be included in the RPC Proxy Statement for its 2022 Annual Meeting of Stockholders in the section titled “Certain Relationships and Related Party Transactions.” Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth certain information regarding equity compensation plans as of December 31, 2019.2021..

    

(A)

    

    

(C)

 

Number of Securities

 

(B)

Number of Securities Remaining

 

To Be Issued Upon

 

Weighted Average 

Available for Future Issuance Under

 

Exercise of Outstanding

 

Exercise Price of 

Equity Compensation Plans

 

Options, Warrants and

 

Outstanding Options, 

(Excluding Securities Reflected in

Plan category

 

Rights

Warrants and Rights

 

Column (A))

Equity compensation plans approved by securityholders

 

$

 

4,729,8633,194,060

(1)

Equity compensation plans not approved by securityholders

 

 

 

Total

 

$

 

4,729,8633,194,060

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

65

See Note 1213 to the Consolidated Financial Statementsconsolidated 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 20202022 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 20202022 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 20202022 Annual Meeting of Stockholders. This information is incorporated herein by reference.

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 Statementsconsolidated financial statements and Schedule are filed as part of this report.
2.The financial statement schedule listed in the accompanying Index to Consolidated Financial Statementsconsolidated 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).

61

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

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

10.11

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

10.14

Form 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

Summary 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.)28, 2019)

10.17

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

10.20

Form 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).

66

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

 

Certificate 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

 

Certificate 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

 

Amended and Restated Bylaws of RPC, Inc. (incorporated by reference to Exhibit 3.299 to the Registrant’s QuarterlyCurrent Report on Form 10-Q8-K filed on April 28, 2017)February 2, 2021).

4

 

Form of Stock Certificate (incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 1998).

4.2

Description of Registrant's Securities. (incorporated herein by reference to Exhibit 4.2 to the Form 10-K filed on February 28, 2020).

10.1

 

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

10.2

 

Agreement 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 filed on February 13, 2001).

10.3

 

Employee 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 filed on February 13, 2001).

10.4

 

Transition 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 filed on February 13, 2001).

10.5

 

Tax 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 filed on February 13, 2001).

10.6

 

Form 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

 

Form 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

 

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

10.9

 

First 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).

62

Exhibit
Number

Description

10.10

 

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

10.11

 

Summary 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

 

Credit 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

 

Amendment 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

 

Form 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

 

Summary of Compensation Arrangements with Non-Employee Directors (incorporated herein by reference to Exhibit 10.15 to the form 10-K filed on February 28, 2019)

10.16

 

Amendment 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

 

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

10.18

 

Reduction 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).

67

Exhibit
Number

Description

10.19

 

Amendment 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 99.1 to the Company’s Form 8-K filed on July 7, 2016).

10.20

 

Form 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).

10.21

 

Amendment 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 July 31, 2018).

10.22

Amendment to No. 5 to Credit Agreement dated as of July 26, 2020 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 99 to the Registrants Current Report on Form 8-K filed on October 1, 2020).

21

 

Subsidiaries of RPC

23

 

Consent of Grant Thornton LLP

24

 

Powers of Attorney for Directors

31.1

 

Section 302 certification for Chief Executive Officer

31.2

 

Section 302 certification for Chief Financial Officer

32.1

 

Section 906 certifications for Chief Executive Officer and Chief Financial Officer

95.1

 

Mine Safety Disclosure

101.INS

 

Inline XBRL Instance Document

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension DefinitionPresentation Linkbase Document

104

The cover page from the Company’s Annual Report for the year ended December 31, 2021, formatted in Inline XBRL

6863

Item 16. Form 10-K Summary

Not Applicable

64

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 28, 20202022

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

 

 

 

 

 

/s/ Richard A. Hubbell

 

 

Richard A. Hubbell

President and Chief Executive Officer
(Principal Executive Officer)

February 28, 20202022

 

 

 

 

 

/s/ Ben M. Palmer

 

 

Ben M. Palmer

Vice President, Chief Financial Officer and Corporate
Secretary (Principal Financial and Accounting Officer)

February 28, 20202022

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. RandallGary W. Rollins, Director

Amy RollinsR. Kreisler, Director

GaryJerry W. Rollins,Nix, Director

Pamela R. Rollins, Director

Henry B. Tippie,Susan R. Bell, Director

BillPatrick J. Dismuke,Gunning, Director

James B. Williams, Director

/s/

Richard A. Hubbell

 

Richard A. Hubbell

 

Director and as Attorney-in-fact

 

February 28, 20202022

 

6965

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS, REPORTS AND SCHEDULE

The following documents are filed as part of this report.

FINANCIAL STATEMENTS AND REPORTS

 

PAGE

Management’s Report on Internal Control Over Financial Reporting

 

3226

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) on Internal Control Over Financial Reporting

 

3327

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) on Consolidated Financial Statements

 

3428

Consolidated Balance Sheets as of December 31, 20192021 and 20182020

 

3529

Consolidated Statements of Operations for each of the three years ended December 31, 20192021

 

3630

Consolidated Statements of Comprehensive Income (Loss) Income for each of the three years ended December 31, 20192021

 

3731

Consolidated Statements of Stockholders’ Equity for each of the three years ended December 31, 20192021

 

3832

Consolidated Statements of Cash Flows for each of the three years ended December 31, 20192021

 

3933

Notes to Consolidated Financial Statements

 

40 - 6334

 

 

SCHEDULE

 

Schedule II — Valuation and Qualifying Accounts

 

7167

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.

7066

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

    

For the years ended

    

For the years ended

December 31, 2019, 2018 and 2017 

December 31, 2021, 2020 and 2019

Balance at 

Charged to 

Balance

Balance at 

Charged to 

Balance

 Beginning

 Costs and

Net (Deductions) 

at End of

 Beginning

 Costs and

Net (Deductions) 

at End of

(in thousands)

 of Period

Expenses

 Recoveries

Period

 of Period

Expenses

 Recoveries

Period

Year ended December 31, 2019

  

  

  

  

Allowance for doubtful accounts

$

4,813

$

1,481

$

(1,113)

(1)

$

5,181

Year ended December 31, 2021

  

  

  

  

Credit loss allowance for accounts receivable

$

4,815

$

4,019

$

(2,069)

(1)

$

6,765

Deferred tax asset valuation allowance

$

445

$

$

26

$

471

$

490

$

$

375

(2)

$

865

Reserve for obsolete or slow moving inventory

$

10,169

$

6,467

$

(6,169)

(3)

$

10,467

$

13,829

$

5,016

$

(5,609)

(3)

$

13,236

Year ended December 31, 2018

 

 

  

 

  

 

  

Allowance for doubtful accounts

$

4,471

$

588

$

(246)

(1)

$

4,813

Year ended December 31, 2020

 

 

  

 

  

 

  

Credit loss allowance for accounts receivable

$

5,181

$

342

$

(708)

(1)

$

4,815

Deferred tax asset valuation allowance

$

3,994

$

$

(3,549)

$

445

$

471

$

$

19

(2)

$

490

Reserve for obsolete or slow moving inventory

$

3,875

$

8,088

$

(1,794)

(3)

$

10,169

$

10,467

$

5,826

$

(2,464)

(3)

$

13,829

Year ended December 31, 2017

 

 

  

 

  

 

  

Allowance for doubtful accounts

$

2,553

$

1,441

$

477

(1)

$

4,471

Year ended December 31, 2019

 

 

  

 

  

 

  

Credit loss allowance for accounts receivable

$

4,813

$

1,481

$

(1,113)

(1)

$

5,181

Deferred tax asset valuation allowance

$

356

$

3,638

(2)

$

$

3,994

$

445

$

$

26

(2)

$

471

Reserve for obsolete or slow moving inventory

$

3,052

$

5,869

$

(5,046)

(3)

$

3,875

$

10,169

$

6,467

$

(6,169)

(3)

$

10,467

(1)Net (deductions) recoveries in the credit loss 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 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.

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

Quarters ended

    

March 31

    

June 30

    

September 30

    

December 31

(in thousands except per share data)

2019

Revenues

$

334,656

$

358,516

$

293,240

$

235,997

Operating (loss) profit

$

(2,161)

$

8,387

$

(92,639)

$

(27,875)

Net (loss) income

$

(739)

$

6,171

$

(69,181)

$

(23,362)

Net income per share — basic (a)

$

0.00

$

0.03

$

(0.33)

$

(0.11)

Net income per share — diluted (a)

$

0.00

$

0.03

$

(0.33)

$

(0.11)

2018

 

 

 

 

Revenues

$

436,334

$

467,926

$

439,994

$

376,751

Operating profit

$

60,798

$

75,029

$

54,553

$

19,650

Net income (b)

$

52,130

$

59,943

$

49,967

$

13,362

Net income per share — basic (a) (b)

$

0.24

$

0.28

$

0.23

$

0.06

Net income per share — diluted (a) (b)

$

0.24

$

0.28

$

0.23

$

0.06

(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.

7167