<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/x/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
/x/ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No. 1-8726
RPC, INC.
DELAWARE 58-1550825
(State of Incorporation) (I.R.S. Employer Identification No.)
2170 Piedmont Road, N.E., Atlanta, Georgia 30324
Telephone Number--(404) 888-2950
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
COMMON STOCK, $0.10 PAR VALUE THE NEW YORK STOCK EXCHANGE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
As of February 29, 1996, RPC, Inc. had 14,544,508 shares of common stock
outstanding (excluding 65,546 treasury shares), and the aggregate market value
of this stock (based on the closing price on The New York Stock Exchange of
$9.50 per share) held by nonaffiliates was $51,671,000.
Documents Incorporated by Reference:
Portions of the Proxy Statement for the 1996 Annual Meeting of Stockholders of
RPC, Inc. are incorporated by reference into Part III, Items 10 through 13.
<PAGE>
PART I
ITEM 1. BUSINESS
PRINCIPAL PRODUCTS AND SERVICES
RPC, Inc. ("RPC") was incorporated in the state of Delaware on January 20,
1984. RPC has two major business segments: boat manufacturing and oil and gas
services.
At the 1995 Annual Meeting of Stockholders, stockholders approved an
amendment to the Articles of Incorporation changing the company's name from RPC
Energy Services, Inc. to RPC, Inc. This change was made because the words
"Energy Services" no longer accurately describe the business conducted by RPC.
BOAT MANUFACTURING
Chaparral Boats, Inc. ("Chaparral"), a wholly owned subsidiary of RPC,
sells 4 lines of powerboats to a nationwide network of independent dealers.
These lines consist of 2 different runabout lines, a deckboat line, and a
cruiser line. New models are introduced at the end of each summer. Operations
are seasonal in nature with the second quarter recording the highest sales
volume for the year. This business segment contributed 44 percent of RPC's
consolidated revenue in 1995, 46 percent in 1994, and 38 percent in 1993.
Research and development activities, totaling $1,559,000 in 1995, $1,514,000 in
1994, and $1,152,000 in 1993, were necessary to generate new product
innovations.
OIL AND GAS SERVICES
The oil and gas services segment provides a variety of services, equipment,
and personnel to the oil and gas industry. Service locations include Belle
Chasse, Houma, Lafayette, Venice, Lake Charles, Fourchon, and Morgan City,
Louisiana; Alice, Corpus Christi, Houston, Longview, and Odessa, Texas; Elk
City, Woodward, Lindsay, and McAlester, Oklahoma; Farmington, New Mexico; and
Rock Springs, Wyoming. The oil and gas services business is not generally
seasonal. However, severe weather conditions will increase the demand for oil
and natural gas, which generally results in an increase in the demand for our
services. There were no material expenditures for research and development in
this business segment.
The services provided by the oil and gas services segment of RPC include
the following:
OIL FIELD SERVICES
Cudd Pressure Control, Inc., a wholly owned subsidiary of RPC, provides a
wide range of well services throughout the southwestern United States and other
countries. These oil field services include coiled tubing, snubbing, nitrogen
pumping, wireline, marine, and well control. This portion of the business
segment contributed 29 percent of RPC's consolidated revenue in 1995, 26 percent
in 1994, and 29 percent in 1993.
EQUIPMENT RENTAL SERVICES
Patterson Services, Inc., a wholly owned subsidiary of RPC, offers
specialized tools and equipment on a rental basis. These include drill pipe,
drill collars, tubing, and blowout preventors. In addition, Patterson Services
provides experienced personnel both to install and remove customer-owned casing
at well sites and to operate company-owned diesel-driven hammers and welding
machines used to weld and drive pipe into the ground. On average, approximately
19 percent of rental equipment was rented on a daily basis in 1995 and 20
percent in 1994. In the rental business, maximum capacity is approximately 50
percent due to transportation, inspection, and cleaning requirements. The
decreased level of activity in the oil and gas industry as a whole has caused
utilization rates to remain below the 50 percent level. This portion of the
business segment contributed 12 percent of RPC's consolidated revenue in 1995,
14 percent in 1994, and 17 percent in 1993.
TRANSPORTATION SERVICES
Patterson Truck Line, Inc., a wholly owned subsidiary of RPC, offers line
haul services on a 24-hour basis to customers primarily in Louisiana and Texas.
Line haul operations involve transportation of oil field pipe and equipment as
well as nonoil field liquid and dry bulk commodities.
<PAGE>
STORAGE AND INSPECTION SERVICES
Patterson Tubular Services, Inc. ("PTS"), a wholly owned subsidiary of RPC,
performs tubular inspection and stores and inventories pipe using an on-line
computerized inventory system. Waterfront dock facilities enable PTS to service
a wide variety of offshore and inland vessels.
In January 1996, PTS opened a state-of-the-art internal pipe coating
facility in Channelview, Texas. The plant uses CERAM-KOTE 54-Registered
Trademark-, a high-performance ceramic-epoxy coating system, which gives pipe
more abrasion and corrosion protection than was previously available in the oil
field.
Neither business segment is significantly affected by the availability of
raw materials or the existence of licenses, patents, and trademarks.
CUSTOMERS
RPC's business is not dependent on any one customer, but on a variety of
customers in both major industry segments. No one customer accounts for more
than 10 percent of consolidated revenue.
The oil and gas services segment provides services to drilling contractors,
oil field supply stores and service companies, major oil and gas producers, and
independent exploration companies. Sales are generated by RPC's sales force and
from customer referrals. RPC has no written contracts of a material nature with
any of its oil and gas services segment customers. Also, there is no material
sales backlog due to the short-term nature of the rental and services industry.
The boat manufacturing segment produces 4 lines of boats with distribution
to a nationwide network of independent dealers. Sales to these dealers are
generated by a 5-person sales force. A 5-year boat structure warranty is
provided for boats, beginning in the 1992 model year. These warranty terms,
though, have no material impact on working capital. Although production is
scheduled from orders placed by dealers, these are not firm orders and are
frequently changed or canceled. As a result, there is not an amount in this
segment identified as backlog.
COMPETITION
There are many companies that compete with RPC's subsidiaries in each
segment, some of which are larger and have been established in the industries
for longer periods of time.
In the oil and gas services segment, the relatively low level of drilling
activities has resulted in intense competition and has historically led to
substantial price reductions for services offered. Industry conditions will
continue to be influenced by such factors as weather, economic and political
conditions, as well as worldwide demand for, and prices of, oil and natural gas.
The notable competitive factors in this segment are quality, availability, and
price of equipment and service. This segment's predominant markets are the Gulf
of Mexico, the southwestern United States, and Algeria.
Boat manufacturing competition comes from small independent companies as
well as large vertically integrated public companies that have both engine and
boat manufacturing subsidiaries. Major markets include the southeastern and Gulf
states, the northeastern states, and California. The sources of competition in
this industry are the quality of materials, the quality of the construction
process, the design features, and the selling prices. Selling prices are set by
management and vary from dealer to dealer based upon volume. The sales prices of
Chaparral's boats are similar to equivalent competitors' models.
EMPLOYEES
At December 31, 1995, RPC employed 1,367 persons.
ENVIRONMENTAL CONSIDERATIONS
The capital expenditures, earnings, and competitive position of RPC are not
materially affected by compliance with federal, state, and local provisions
which have been enacted or adopted regulating the discharge of materials into
the environment, or otherwise relating to the protection of the environment.
<PAGE>
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Information about RPC's operations by segment, as well as financial
information about foreign and domestic operations for the 3 years ended December
31, 1995, is set forth in Note 8 on page 19.
ITEM 2. PROPERTIES
RPC owns or leases 43 offices and operating facilities. Considered
individually, the only facility that represents a materially important physical
property is the boat manufacturing plant in Nashville, Georgia. RPC believes
its current operating facilities are suitable and adequate to meet current and
reasonably anticipated future needs. Descriptions of the major facilities are
as follows:
OWNED LOCATIONS
Houston, Texas--Pipe storage terminal, and inspection shed, and pipe coating
facility
Nashville, Georgia--Boat manufacturing facility
Irving, Texas--Crane fabrication plant
Houma, Louisiana--Administrative office
LEASED LOCATIONS
Morgan City, Louisiana--Pipe storage terminal and inspection shed
Expiration date of lease: January 31, 2002
ITEM 3. LEGAL PROCEEDINGS
RPC is involved in various legal proceedings encountered in the ordinary
course of business. In the opinion of management, any judgment or settlement
arising from these proceedings will not, individually or in the aggregate, have
a material adverse effect on its business or its financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of 1995.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Each of the executive officers of RPC was elected by the Board of Directors
to serve until the Board of Directors' meeting immediately following the next
annual meeting of stockholders or until his or her earlier removal by the Board
of Directors or his or her resignation. The following table lists the executive
officers of RPC and their ages, offices, and terms of office with RPC.
NAME AND OFFICE DATE FIRST
WITH REGISTRANT AGE ELECTED TO OFFICE
R. Randall Rollins 64
Chairman of the Board 1/24/84
Chief Executive Officer
Richard A. Hubbell 51
President 1/27/87
Chief Operating Officer
Bobby Joe Cudd 66
Executive Vice President 1/24/84
James A. Lane, Jr. 53
Executive Vice President 1/27/87
William S. Pegg 53
Executive Vice President 1/27/87
Linda H. Graham 59
Vice President 1/27/87
Secretary
Debra G. Herron 37
Chief Financial Officer 1/24/90
Treasurer 1/27/87
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
RPC common stock is listed for trading on the New York Stock Exchange under
the symbol RES. At the close of business on December 31, 1995, there were 1,530
holders of record of common stock. Prices of RPC's common stock for the years
ended December 31, 1995 and 1994, were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------
1995 1994
- -----------------------------------------------------------------
- -----------------------------------------------------------------
Quarter High Low High Low
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
First $ 7.875 $ 6.750 $ 9.000 $ 7.875
Second 9.250 7.125 8.500 7.875
Third 9.125 7.500 8.250 7.125
Fourth 9.625 7.500 8.500 6.250
- -----------------------------------------------------------------
- -----------------------------------------------------------------
</TABLE>
ITEM 6. SELECTED FINANCIAL DATA
RPC has not paid dividends on its common stock in the two most recent
years.
- --------------------------------------------------------------------------------
RPC, INC. AND SUBSIDIARIES (IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1995 1994 1993 1992 1991
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATIONS SUMMARY
Revenue $ 161,379 $ 155,765 $ 123,481 $ 100,731 $ 97,339
Net costs and expenses 145,228 142,583 113,534 95,276 89,040
- -------------------------------------------------------------------------------------------------------------------------
Income before income taxes, extraordinary
credit, and cumulative effect of accounting change 16,151 13,182 9,947 5,455 8,299
Income tax provision 5,396 4,404 3,270 2,116 2,979
- -------------------------------------------------------------------------------------------------------------------------
Income before extraordinary credit and
cumulative effect of accounting change $ 10,755 $ 8,778 $ 6,677 $ 3,339 $ 5,320
Extraordinary credit - utilization
of loss carryforward -- -- -- 765 2,822
Cumulative effect of a change in
accounting for income taxes -- -- 150 -- --
- -------------------------------------------------------------------------------------------------------------------------
Net income $ 10,755 $ 8,778 $ 6,827 $ 4,104 $ 8,142
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Earnings per share:
Before extraordinary credit
and accounting change $ .74 $ .61 $ .46 $ .23 $ .37
After extraordinary credit
and accounting change $ .74 $ .61 $ .47 $ .28 $ .57
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES $ 15,529 $ 10,618 $ 6,630 $ 9,406 $ 5,123
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION
Total assets $ 132,656 $ 122,242 $ 109,992 $ 102,889 $ 97,350
Working capital 41,943 37,827 33,943 32,965 38,991
Stockholders' equity 104,361 93,499 84,614 77,710 73,602
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
CONSOLIDATED
RPC's revenue and net income both increased in 1995. This was RPC's eighth
consecutive year of profitable operations. The oil and gas services segment
experienced a 31 percent increase in operating profit in 1995, in spite of
unfavorable trends in the price of natural gas and the average U.S. rig count.
This was due primarily to a strong performance by the service lines in this
segment that are less dependent on drilling activity. Improvement in
international operations also had a significant impact on results.
The boat manufacturing segment recorded only a 3 percent increase in
operating profit due to an overall slowdown in the boating industry offset by an
increase in sales of the larger models in all boat lines, most notably in the SS
line of family runabouts. There was a slight increase in margins and market
share in spite of continued price competition in this segment.
Consolidated revenue increased 4 percent in 1995 to $161,379,000 compared
to $155,765,000 in 1994. Revenue in 1994 was 26 percent higher than 1993 revenue
of $123,481,000.
Income before income taxes and accounting change was $16,151,000 in 1995,
$13,182,000 in 1994, and $9,947,000 in 1993. This represented an increase of
$2,969,000 or 23 percent in 1995 and an increase of $3,235,000 or 33 percent in
1994.
Consolidated net income was $10,755,000 or 74 cents per share in 1995
compared to $8,778,000 or 61 cents per share in 1994. The net income in 1993 was
$6,827,000 or 47 cents per share. This represented an increase of $1,977,000 or
23 percent in 1995 and an increase of $1,951,000 or 29 percent in 1994.
OPERATING SEGMENTS--REVENUE
The oil and gas services segment contributed $79,943,000 or 50 percent of
total 1995 revenue. Revenue was $73,098,000 in 1994 and $67,099,000 in 1993. The
9 percent increase in 1995 can be attributed to a number of factors. Even though
the average U.S. rig count (including both oil and natural gas wells)decreased,
domestic revenue increased due to Cudd Pressure Control's workover programs and
Patterson Truck Line's commodities hauling, which are not dependent on drilling
activity. Also, international operations continued to grow. Most of the revenue
increase in this segment was from higher volume; no significant price increases
occurred.
The revenue increase of 9 percent in 1994 was due to the rise of natural
gas prices that began in early 1993 and peaked in the first quarter of 1994.
This resulted in increased production and drilling in the Gulf of Mexico, the
most significant market for the oil and gas services segment. Also, Patterson
Truck Line increased its line haul fleet to meet the demand of its customers.
Most of the revenue increase was from higher volume; no significant price
increases occurred.
The boat manufacturing segment reported a 3 percent or $2,011,000 decrease
in revenue from $72,229,000 in 1994 to $70,218,000 in 1995. Revenue for 1993
was $47,372,000.
The total number of boats sold by Chaparral in 1995 decreased 15 percent
due to high dealer inventory of prior year models. This resulted in lower
production levels of the new models, especially during the second half of 1995.
However, the SS line of family runabouts, introduced in 1993, and the Sunesta,
the deckboat line introduced in 1992, continued to be very popular. The average
price of boats sold in 1995 increased 13 percent due to price increases and an
increase in sales of larger models. These price increases, which ranged between
6 and 7 percent, were the result of higher material costs and upgrades of model
features.
The 52 percent revenue increase for Chaparral in 1994 resulted from the 50
percent increase in the number of boats sold. This was due to an improvement in
the boating industry combined with a strong, favorable reaction to several of
the newer models, most notably the SS line of family runabouts. There was a
price increase in July 1994 that averaged between 2 and 3 percent as a result of
higher material costs.
<PAGE>
EXPENSES
Cost of goods sold for the boat manufacturing segment was $55,826,000 in
1995 compared with $57,594,000 in 1994 and $38,032,000 in 1993. This represents
a decrease of $1,768,000 or 3 percent in 1995, which is the same as the decrease
in revenue. As a percent of revenue, cost of goods sold for this segment was 80
percent in 1995, 1994, and 1993. The remaining cost of goods sold was incurred
by other subsidiaries.
Consolidated operating expenses were $76,412,000 in 1995, $71,965,000 in
1994, and $65,408,000 in 1993. Expenses were 6 percent higher in 1995 than in
1994 because operating expenses were incurred primarily in the oil and gas
services segment, where revenue increased 9 percent.
The oil and gas services segment's operating expenses were $62,622,000
or 78 percent of this segment's revenue in 1995. Operating expenses were
$59,055,000 or 81 percent of this segment's revenue in 1994 and $55,099,000
or 82 percent of this segment's revenue in 1993. Operating expenses as a
percent of revenue decreased 3 percentage points between 1994 and 1995. The
boat manufacturing segment's operating expenses were $6,527,000 which as a
percent of revenue was a 1 percentage point decrease from 1994.
The portion of depreciation and amortization not included in cost of goods
sold was $6,843,000 in 1995, $6,215,000 in 1994, and $5,778,000 in 1993. The
majority of this expense represents oil and gas services segment depreciation of
$5,961,000 in 1995, $5,369,000 in 1994, and $4,913,000 in 1993. The 1995
increase of $592,000 or 11 percent is due to operating equipment purchases by
Cudd Pressure Control. Chaparral's depreciation expense for production
equipment is a component of cost of goods sold, so this category includes only
amortization of goodwill and depreciation of nonproduction assets. Chaparral's
depreciation and amortization was $769,000 for 1995, $781,000 for 1994, and
$806,000 for 1993. Amortization of goodwill was $709,000 in 1995 and $684,000 in
1994 and 1993.
Interest income was $2,181,000 in 1995, $1,489,000 in 1994, and $1,462,000
in 1993. Even though total cash and marketable securities only increased from
$41,214,000 at December 31, 1994, to $41,874,000 at December 31, 1995, interest
income increased $692,000 or 46 percent in 1995 due to higher investment returns
this year.
FINANCIAL CONDITION
At the end of 1995, RPC's cash and cash equivalents and short-term
marketable securities increased $671,000 to $22,594,000. Cash provided by
operating activities was $13,727,000 compared to $12,344,000 in 1994. Accounts
receivable were $20,802,000 at December 31, 1995, compared to $20,577,000 at
December 31, 1994, an increase of $225,000. Inventories were $2,103,000 higher
than the prior year mainly due to raw materials purchases made in December in
the boat manufacturing segment before 1996 vendor price increases occurred.
During 1995, current assets increased $3,803,000 while current liabilities
decreased $313,000, a combined increase in working capital of $4,116,000.
Working capital at December 31, 1995, was $41,943,000 compared to $37,827,000 in
the prior year. The current ratio remained strong at the end of 1995 with a
ratio of 2.7-to-1, increasing slightly from the 1994 ratio of 2.5-to-1. The 1993
current ratio was 2.6-to-1.
Capital expenditures for 1995 were $15,529,000, an increase of $4,911,000
from $10,618,000 in 1994. $14,726,000 of these expenditures were in the oil and
gas services segment for revenue-producing equipment. Capital expenditures in
1994 were $8,645,000 for the oil and gas services segment. Part of the increase
between 1994 and 1995 was due to the construction cost of the pipe coating
facility in Houston.
RPC expects that funding for future capital requirements will be
provided by cash flows from operations.
<PAGE>
<TABLE>
<CAPTION>
BALANCE ---------------------------------------------------------------------
SHEETS RPC, INC. AND SUBSIDIARIES (IN THOUSANDS EXCEPT STOCK INFORMATION)
---------------------------------------------------------------------
At December 31, 1995 1994
---------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 18,126 $ 15,038
Marketable securities 4,468 6,885
Accounts receivable, net 20,802 20,577
Inventories 14,445 12,342
Deferred income taxes 7,241 6,811
Prepaid expenses and other current assets 1,848 1,474
---------------------------------------------------------------------
Current assets 66,930 63,127
---------------------------------------------------------------------
Equipment and property, net 36,225 28,837
Marketable securities 19,280 19,291
Goodwill, net of accumulated amortization
of $6,297 in 1995 and $5,588 in 1994 7,900 8,098
Deferred income taxes 714 825
Other assets 1,607 2,064
---------------------------------------------------------------------
Total assets $ 132,656 $ 122,242
---------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 5,035 $ 5,387
Accrued payroll and related expenses 3,899 3,441
Accrued insurance expenses 5,039 5,227
Accrued state, local, and other taxes 2,315 2,567
Federal income taxes payable 38 198
Accrued discounts 635 824
Other accrued expenses 8,026 7,656
---------------------------------------------------------------------
Current liabilities 24,987 25,300
---------------------------------------------------------------------
Long-term accrued insurance expenses 3,308 3,443
---------------------------------------------------------------------
Total liabilities 28,295 28,743
---------------------------------------------------------------------
Commitments and contingencies
---------------------------------------------------------------------
Common stock, $.10 par value, 35,000,000 shares
authorized, 14,610,054 shares issued 1,461 1,461
Capital in excess of par value 34,599 34,228
Earnings retained 68,526 58,296
Common stock in treasury, at cost, 68,723
shares in 1995, 147,723 shares in 1994 (225) (486)
---------------------------------------------------------------------
Total stockholders' equity 104,361 93,499
---------------------------------------------------------------------
Total liabilities and stockholders' equity $ 132,656 $ 122,242
---------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
RPC, INC. AND SUBSIDIARIES (IN THOUSANDS EXCEPT PER SHARE DATA) STATEMENTS OF
- ---------------------------------------------------------------------------------------------------------------- INCOME
Years ended December 31, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUE $ 161,379 $ 155,765 $ 123,481
- ----------------------------------------------------------------------------------------------------------------
Cost of goods sold 64,154 65,892 43,810
Operating expenses 76,412 71,965 65,408
Depreciation and amortization 6,843 6,215 5,778
Interest income (2,181) (1,489) (1,462)
- ----------------------------------------------------------------------------------------------------------------
Income before income taxes and cumulative
effect of accounting change 16,151 13,182 9,947
Income tax provision 5,396 4,404 3,270
- ----------------------------------------------------------------------------------------------------------------
Income before cumulative effect of accounting change 10,755 8,778 6,677
Cumulative effect of a change in accounting
for income taxes -- -- 150
- ----------------------------------------------------------------------------------------------------------------
Net income $ 10,755 $ 8,778 $ 6,827
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE
Before accounting change $ .74 $ .61 $ .46
- ----------------------------------------------------------------------------------------------------------------
After accounting change $ .74 $ .61 $ .47
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
RPC, INC. AND SUBSIDIARIES (IN THOUSANDS) STATEMENTS OF
- ---------------------------------------------------------------------------------------------------------------- STOCKHOLDERS'
Years ended December 31, 1995 1994 1993 EQUITY
- ----------------------------------------------------------------------------------------------------------------
COMMON STOCK
Balance at beginning and end of year $ 1,461 $ 1,461 $ 1,461
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
CAPITAL IN EXCESS OF PAR VALUE
Balance at beginning of year $ 34,228 $ 34,228 $ 34,228
Stock issued for benefit plans 371 -- --
- ----------------------------------------------------------------------------------------------------------------
Balance at end of year $ 34,599 $ 34,228 $ 34,228
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
EARNINGS RETAINED
Balance at beginning of year $ 58,296 $ 49,518 $ 42,691
Net income 10,755 8,778 6,827
Stock issued for benefit plans, net (525) -- --
- ----------------------------------------------------------------------------------------------------------------
Balance at end of year $ 68,526 $ 58,296 $ 49,518
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
TREASURY STOCK
Balance at beginning of year $ 486 $ 593 $ 670
Stock issued for benefit plans (261) (107) (77)
- ----------------------------------------------------------------------------------------------------------------
Balance at end of year $ 225 $ 486 $ 593
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF RPC, INC. AND SUBSIDIARIES (IN THOUSANDS)
CASH FLOWS -------------------------------------------------------------------------------------------------
Years ended December 31, 1995 1994 1993
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 10,755 $ 8,778 $ 6,827
Noncash charges (credits) to earnings
Depreciation and amortization 7,474 6,679 6,164
(Gain) on sale of equipment and property (1,383) (1,517) (1,297)
(Increase) decrease in deferred income taxes (319) (1,744) (71)
(Increases) decreases in assets:
Accounts receivable (225) (2,619) (2,021)
Inventories (2,103) (2,106) (391)
Prepaid expenses and other current assets (374) 2,073 (1,731)
Other noncurrent assets 457 (565) 928
Increases (decreases) in liabilities:
Accounts payable (352) 1,390 (521)
Accrued payroll and related expenses 458 924 228
Insurance expenses (323) (73) 716
Other accrued expenses (231) 1,124 (224)
-------------------------------------------------------------------------------------------------
Net cash provided by operating activities 13,834 12,344 8,607
-------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Capital expenditures (15,529) (10,618) (6,630)
Proceeds from sale of equipment and property 2,866 2,684 1,804
Net sale (purchase) of marketable securities 2,428 (2,775) (2,843)
Other (511) -- --
-------------------------------------------------------------------------------------------------
Net cash (used for) investing activities (10,746) (10,709) (7,669)
-------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Cash received upon exercise of stock options -- 107 77
-------------------------------------------------------------------------------------------------
Net cash provided by financing activities -- 107 77
-------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 3,088 1,742 1,015
Cash and cash equivalents at beginning of year 15,038 13,296 12,281
-------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 18,126 $ 15,038 $ 13,296
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
RPC, INC. AND SUBSIDIARIES
Years ended December 31, 1995, 1994, and 1993
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION--The consolidated financial statements include the
accounts of RPC, Inc. and its wholly owned subsidiaries. All material
intercompany accounts and transactions have been eliminated.
NATURE OF OPERATIONS--RPC is principally engaged in two businesses: providing a
variety of services, equipment, and personnel to the oil and gas industry and
the manufacture of powerboats. The principal markets for the oil and gas
services segment are domestic customers comprised of drilling contractors, oil
field supply stores and service companies, major oil and gas producers, and
independent exploration companies. The boat manufacturing segment distributes
boats to a nationwide network of independent dealers.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS--The preparation of
financial statements in conformity with generally accepted accounting principles
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.
REVENUE--Revenue is recognized at the time services are performed or goods are
delivered.
CASH EQUIVALENTS--Highly liquid investments with original maturities of 3
months or less are considered to be cash equivalents.
MARKETABLE SECURITIES--Effective January 1, 1994, RPC adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." Under this statement, RPC determined that
marketable securities should be classified as either "trading" or
"available-for-sale," which require reporting at fair value on the balance
sheet. Any unrealized gains and losses on trading securities are included in
earnings. For available-for-sale securities, any unrealized gains and losses are
excluded from earnings and reported in a separate component of stockholders'
equity. As of December 31, 1995, the difference between fair value and cost for
both classifications was not material.
Investments with original maturities between 3 and 12 months are considered
to be current marketable securities. Investments with original maturities
greater than 12 months are considered to be noncurrent marketable securities.
INVENTORIES--Inventories are recorded at the lower of cost (first-in, first-out
basis) or market value.
EQUIPMENT AND PROPERTY--Depreciation is provided principally on a straight-line
basis over the estimated useful lives of assets. Annual provisions for
depreciation are computed using the following useful lives: operating equipment
and property, 5 to 10 years; buildings and leasehold improvements, 15 to 30
years; furniture and fixtures, 5 to 7 years; and vehicles, 3 to 5 years. The
cost of assets retired or otherwise disposed of and the related accumulated
depreciation are eliminated from the accounts in the year of disposal with the
resulting gain or loss credited or charged to income. Expenditures for
additions, major renewals, and betterments are capitalized. Depreciation expense
on production equipment in the manufacturing businesses is included in the "cost
of goods sold" caption in the income statement. All other depreciation is
included in the "depreciation and amortization" caption.
GOODWILL--Goodwill represents the excess of the purchase price over the fair
value of net assets of a business acquired. Goodwill is presented net of
accumulated amortization and is amortized using the straight-line method over a
period not exceeding 20 years.
<PAGE>
INSURANCE EXPENSES-RPC self-insures, up to specified limits, certain risks
related to general liability, product liability, workers' compensation, and
vehicle liability. The estimated cost of claims under the self-insurance program
is 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 noncurrent portion of these estimated
outstanding claims is classified as long-term accrued insurance expenses.
INCOME TAXES-Income taxes are accounted for in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." See Note
5.
EARNINGS PER SHARE-Earnings per share have been calculated based on weighted
average shares outstanding of 14,528,561 for 1995, 14,442,852 for 1994, and
14,416,932 for 1993. Stock options outstanding do not have a material dilutive
effect.
NOTE 2: ACCOUNTS RECEIVABLE
Accounts receivable, net, at December 31, 1995 of $20,802,000 and at
December 31, 1994 of $20,577,000 are net allowances for doubtful accounts of
$4,205,000 in 1995 and $6,300,000 in 1994.
NOTE 3: INVENTORIES
Inventories are recorded at the lower of cost (first-in, first-out basis)
or market value and are detailed as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
December 31, 1995 1994
- -------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Raw materials and supplies $ 8,478 $ 7,071
Work in process 1,586 845
Finished goods 4,381 4,426
- -------------------------------------------------------------------
Total inventories $ 14,445 $ 12,342
- -------------------------------------------------------------------
- -------------------------------------------------------------------
</TABLE>
NOTE 4: EQUIPMENT AND PROPERTY
Equipment and property are presented at cost net of accumulated depreciation and
are detailed as follows:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
December 31, 1995 1994
- -------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Operating equipment
and property $ 146,781 $ 141,501
Buildings 12,476 12,005
Furniture and fixtures 3,500 3,471
Vehicles 12,878 10,964
Land 4,806 4,806
- -------------------------------------------------------------------
Gross equipment and property 180,441 172,747
Less: accumulated depreciation 144,216 143,910
- -------------------------------------------------------------------
Net equipment and property $ 36,225 $ 28,837
- -------------------------------------------------------------------
- -------------------------------------------------------------------
</TABLE>
NOTE 5: INCOME TAXES
The following table lists the components of the provision for income taxes:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
December 31, 1995 1994 1993
- -----------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Current:
Federal $ 5,475 $ 5,879 $ 3,031
State 240 269 161
Deferred (319) (1,744) 78
- -----------------------------------------------------------------------------
Total income tax provision $ 5,396 $ 4,404 $ 3,270
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
In 1993, RPC adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," which requires recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this
method, 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. These differences are more inclusive in nature than differences
determined under previously applicable accounting principles. The cumulative
effect of the change in the method of accounting for income taxes attributable
to years prior to 1993 was an increase in net income of $150,000.
<PAGE>
A reconciliation between the federal statutory rate and RPC's effective tax rate
is as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
December 31, 1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Federal statutory rate 34.6 % 34.2 % 34.0 %
State income taxes 1.5 2.0 1.6
Other (2.7) (2.8) (2.7)
- -----------------------------------------------------------------------------
Effective tax rate 33.4 % 33.4 % 32.9 %
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
The components of the net deferred tax assets are as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------
December 31, 1995 1994
- --------------------------------------------------------------
(in thousands)
<S> <C> <C>
Current deferred tax asset:
Self-insurance reserves $ 1,689 $ 1,790
Bad debt reserves 2,789 2,152
State, local, and other taxes 635 723
Payroll accruals 557 536
Warranty reserves 427 425
All others 1,144 1,185
Valuation allowance -- --
- --------------------------------------------------------------
Total current deferred tax asset $ 7,241 $ 6,811
- --------------------------------------------------------------
- --------------------------------------------------------------
Noncurrent deferred tax asset:
Self-insurance reserves $ 1,125 $ 1,171
Depreciation (448) (371)
All others 37 25
Valuation allowance -- --
- --------------------------------------------------------------
Total noncurrent deferred tax asset $ 714 $ 825
- --------------------------------------------------------------
- --------------------------------------------------------------
</TABLE>
Total income tax payments were $5,511,000 in 1995, $5,494,000 in 1994, and
$3,857,000 in 1993.
NOTE 6: COMMITMENTS AND CONTINGENCIES
Minimum annual rentals, principally for noncancelable real estate and
truck leases with terms in excess of one year, in effect at December 31, 1995,
are summarized in the accompanying table.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------
Year Amount
- ------------------------------------------------------------------
(in thousands)
<S> <C>
1996 $ 710
1997 596
1998 501
1999 329
2000 186
2001-2005 67
- ------------------------------------------------------------------
Total rental commitments $ 2,389
- ------------------------------------------------------------------
- ------------------------------------------------------------------
</TABLE>
Total rental expense charged to operations was $2,418,000 in 1995,
$2,002,000 in 1994, and $1,664,000 in 1993.
RPC is a defendant in a number of lawsuits which allege that plaintiffs
have been damaged as a result of the rendering of services by RPC personnel and
equipment, in vehicle accidents, or from the use of RPC's products. RPC is
vigorously contesting these actions. Management is of the opinion that the
outcome of these lawsuits will not have a material adverse effect on the
financial position or results of operations or liquidity of RPC.
To assist dealers in obtaining financing for the purchase of its boats,
Chaparral has entered into agreements with various dealers and financing
institutions to guarantee varying amounts of the dealers' purchase debt
obligations. Chaparral's obligation under its guarantee becomes effective in the
case of default in payments by the dealer. The agreements provide for the return
of all repossessed boats to Chaparral in new condition, in exchange for
Chaparral's assumption of the unpaid debt obligation on those boats. As of
December 31, 1995, guarantees outstanding totaled $3,398,000.
<PAGE>
NOTE 7: EMPLOYEE BENEFIT PLANS
RPC has a tax-qualified defined benefit, noncontributory, trusteed
retirement income plan which covers substantially all employees with at least
one year of service. Benefits are based on an employee's years of service and
compensation near retirement. RPC has the right to terminate or modify the plan
at any time.
Total retirement plan cost was $135,000 in 1995 and $95,000 in 1994. Plan
income was $52,000 in 1993. The following table details the components:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
December 31, 1995 1994 1993
- -----------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Services cost for benefits
earned during the period $ 429 $ 482 $ 422
Interest cost on projected
benefit obligation 907 842 763
Actual (return) loss on
plan assets (2,817) 68 (977)
Net amortization and deferral 1,616 (1,297) (260)
- -----------------------------------------------------------------------------
Total pension cost (income) $ 135 $ 95 $ (52)
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
RPC's funding policy is to contribute to the plan the amount required, if
any, under the Employee Retirement Income Security Act of 1974. No contributions
were required in 1995, 1994, or 1993. The funded status of the pension plan was
as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------
December 31, 1995 1994
- --------------------------------------------------------------
(in thousands)
<S> <C> <C>
Actuarial present value of:
Vested benefits $ 10,416 $ 8,561
Nonvested benefits 431 427
- --------------------------------------------------------------
Accumulated benefit obligation 10,847 8,988
Effect of projected future
compensation increases 1,875 1,401
- --------------------------------------------------------------
Projected benefit obligation 12,722 10,389
Plan assets at fair value 13,543 11,187
- --------------------------------------------------------------
Plan assets in excess of
projected benefit obligation 821 798
Unrecognized net losses 898 1,249
Unrecognized net transition
assets (1,252) (1,445)
- --------------------------------------------------------------
Prepaid pension cost $ 467 $ 602
- --------------------------------------------------------------
- --------------------------------------------------------------
</TABLE>
In 1995, the projected benefit obligation was calculated using a discount
rate of 7.5 percent, and in 1994 a rate of 8.5 percent was used. In 1995, a 5.0
percent annual rate of increase in future compensation levels was used compared
to a 1994 rate of 5.5 percent. Plan assets are invested in a diversified
portfolio that consists of equity and debt securities, including U.S. government
obligations. The expected long-term rate of return on plan assets is 9.5
percent.
RPC sponsors a deferred compensation 401(k) plan that is available to
substantially all full-time employees with more than 6 months of service. This
plan allows employees to make tax-deferred contributions of up to 15 percent of
their annual compensation, not exceeding the permissible deduction imposed by
the Internal Revenue Code. RPC matches 40 percent of each employee's
contributions up to 3 percent of the employee's compensation. Employees vest in
the RPC contributions after five years of service. The charges to expense for
RPC's contributions were $238,000 in 1995, $193,900 in 1994, and $181,000 in
1993.
RPC has an Employee Incentive Stock Option Plan (the "1984 Plan") under
which 500,000 shares of common stock were reserved for issuance upon the
exercise of options granted under this plan. The 1984 Plan expired in October
1994. There were options outstanding to purchase 259,588 shares as of December
31, 1995, 265,588 shares as of December 31, 1994, and 295,388 as of December 31,
1993. The weighted average exercise price at December 31, 1995, was $4.70. All
of these options are currently exercisable.
Options for 129,488 shares expire on January 27, 1997, 84,100 shares expire
on January 24,1999, and 46,000 shares expire on January 23, 2000. During 1995,
no options to purchase shares were exercised and options to purchase 6,000
shares were canceled.
<PAGE>
On January 25, 1994, RPC adopted a new 10-year Employee Stock Incentive Plan
(the "1994 Plan") under which 500,000 shares of common stock are subject to
grants under various stock incentive programs. There were no grants under this
plan in 1995. There were stock options outstanding to purchase 75,900 shares as
of December 31, 1995, and 78,900 shares as of December 31, 1994. There were
15,180 shares exercisable as of December 31, 1995, at a price of $8.00. During
1995, no options to purchase shares were exercised and options to purchase 3,000
shares were canceled.
There were 115,000 grant units awarded under 2 restricted stock programs of
the 1994 Plan during 1994, but no additional units were granted during 1995. As
of December 31, 1995, all 115,000 units were outstanding, but none were vested.
NOTE 8: BUSINESS SEGMENT INFORMATION
Certain information with respect to RPC's business segments is set forth in
the accompanying table.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
December 31, 1995 1994 1993
- -----------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
REVENUE:
Oil and gas services $ 79,943 $ 73,098 $ 67,099
Boat manufacturing 70,218 72,229 47,372
Other 11,218 10,438 9,010
- -----------------------------------------------------------------------------
Total revenue $ 161,379 $ 155,765 $ 123,481
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
OPERATING INCOME(LOSS):
Oil and gas services $ 11,360 $ 8,678 $ 7,087
Boat manufacturing 7,096 6,866 3,726
Other (1,971) (1,428) (575)
- -----------------------------------------------------------------------------
Total operating income $ 16,485 $ 14,116 $ 10,238
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
IDENTIFIABLE ASSETS:
Oil and gas services $ 51,145 $ 44,224 $ 40,531
Boat manufacturing 23,019 23,601 22,138
Other, including
corporate assets 58,492 54,417 47,323
- -----------------------------------------------------------------------------
Total identifiable assets $ 132,656 $ 122,242 $ 109,992
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
In 1995, RPC had revenue of $7,159,000 and an operating profit of
$1,680,000 from international operations in the oil and gas services segment.
In 1994, oil and gas services revenue from international operations was
$4,161,000 and the operating profit was $176,000. In 1993, oil and gas services
revenue from international operations was $4,365,000 and the operating loss was
$1,542,000. There were $4,709,000 in identifiable assets attributable to these
operations in 1995, $6,353,000 in 1994, and $6,893,000 in 1993. There were no
international operations in the boat manufacturing segment.
NOTE 9: UNAUDITED QUARTERLY DATA
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Quarter First Second Third Fourth
- -----------------------------------------------------------------------------
(in thousands except per share data)
<S> <C> <C> <C> <C>
1995
Revenue $ 42,220 $ 44,576 $ 35,756 $ 38,827
Net income $2,567 2,606 2,262 3,320
Earnings per
share .18 .18 .15 .23
1994
Revenue $ 37,333 $39,871 $ 38,561 $ 40,000
Net income 2,148 2,142 1,754 2,734
Earnings per
share .15 .15 .12 .19
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
<PAGE>
PART III
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
This item is not applicable to RPC because there has been no change in or
disagreements with independent auditors.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning directors and executive officers is included in the
RPC Proxy for its 1996 Annual Meeting of Stockholders, in the sections entitled
"Election of Directors" and "Section 16 Compliance." This information is
incorporated herein by reference. Information about executive officers is
contained on page 8.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning executive compensation is included in the RPC Proxy
for its 1996 Annual Meeting of Stockholders, in the section entitled "Executive
Compensation." This information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership is included in the RPC Proxy for
its 1996 Annual Meeting of Stockholders, in the sections entitled "Capital
Stock" and "Election of Directors." This information is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions is
included in the RPC Proxy for its 1996 Annual Meeting of Stockholders, in the
section entitled "Certain Relationships and Related Transactions." This
information is incorporated herein by reference.
Part IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The following documents are filed as part of this report.
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS PAGE
<S> <C>
Balance Sheets as of December 31, 1995 12
and 1994
Statements of Income for the 3 years ended 13
December 31, 1995
Statements of Stockholders' Equity for the 3 13
years ended December 31, 1995
Statements of Cash Flows for the 3 years 14
ended December 31, 1995
Notes to Financial Statements 15-19
SCHEDULES
Schedule II-Valuation and Qualifying Accounts 21
</TABLE>
EXHIBITS
EXHIBITS
NUMBER DESCRIPTION
(3)(i)(a) RPC's Certificate of Incorporation is incorporated herein by
reference to Exhibit (3)(a) to the fiscal 1992 Form 10-K.
(3)(i)(b) RPC's Certificate of Amendment of the Certificate of Incorporation.
(3)(ii) By-laws of RPC are incorporated herein by reference to Exhibit
(3)(b) to the fiscal 1993 Form 10-K.
(10) RPC's 1994 Employee Stock Incentive Plan is incorporated herein by
reference to Exhibit A of the 1994 Proxy Statement.
(21) Subsidiaries of RPC.
(23) Consent of Arthur Andersen LLP.
(24) Powers of Attorney for Directors.
(27) Financial Data Schedule.
REPORTS ON FORM 8-K
No reports on Form 8-K were required to be filed by RPC for the quarter
ended December 31, 1995.
Any schedules or exhibits not shown above have been omitted because they
are not applicable.
<PAGE>
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
RPC, INC. AND SUBSIDIARIES (IN THOUSANDS)
- -------------------------------------------------------------------------------------------------
For the years ended December 31, 1995, 1994, and 1993
- -------------------------------------------------------------------------------------------------
Balance at Charged to Balance at
Beginning Costs and End of
Description of Period Expenses Deductions* Period
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Year ended December 31, 1995
Allowance for doubtful accounts $6,300 $1,339 $3,434 $4,205
- -------------------------------------------------------------------------------------------------
Year ended December 31, 1994
Allowance for doubtful accounts $2,279 $4,431 $410 $6,300
- -------------------------------------------------------------------------------------------------
Year ended December 31, 1993
Allowance for doubtful accounts $1,684 $1,442 $847 $2,279
- -------------------------------------------------------------------------------------------------
</TABLE>
*DEDUCTIONS REPRESENT THE WRITE-OFF OF UNCOLLECTIBLE RECEIVABLES, NET OF
RECOVERIES.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Directors and Stockholders of RPC, Inc.:
We have audited the accompanying consolidated balance sheets of RPC, Inc.
(a Delaware corporation) and subsidiaries as of December 31, 1995 and 1994 and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements and schedule referred to below are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of RPC, Inc. and subsidiaries
as of December 31, 1995 and 1994 and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
As explained in Note 1 to the financial statements, effective January 1,
1993, the Company changed its method of accounting for income taxes.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in Item 14 is
presented for the purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements and, in our
opinion, fairly states in all material respects, the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ATLANTA, GEORGIA Arthur Andersen LLP
MARCH 6, 1996
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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.
By:
/s/ R. Randall Rollins
----------------------
R. Randall Rollins
Chairman of the Board of Directors
(Principal Executive Officer)
March 6, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
/s/ R. Randall Rollins /s/ Debra G. Herron
---------------------- ----------------------
R. Randall Rollins Chief Financial Officer and
Chairman of the Board of Directors Treasurer
(Principal Executive Officer) (Principal Financial and Accounting
March 6, 1996 Officer)
March 6, 1996
The Directors of RPC, Inc. (listed below) executed a power of attorney
appointing Richard A. Hubbell their attorney-in-fact, empowering him to sign
this report on their behalf.
Bobby Joe Cudd, Director
James A. Lane, Jr., Director
Wilton Looney, Director
Charles R. Patterson, Jr., Director
Gary W. Rollins, Director
John W. Rollins, Director
Henry B. Tippie, Director
James B. Williams, Director
/s/ Richard A. Hubbell
----------------------
Richard A. Hubbell
Director and as Attorney-in-fact
March 6, 1996
<PAGE>
EXHIBIT 3(i)(b)
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
RPC, INC.
It is hereby certified that:
1. The name of the corporation is RPC Energy Services, Inc. (the
"Corporation").
2. The Certificate in Incorporation of the Corporation (the "Certificate
of Incorporation") is hereby amended by striking out the FIRST
paragraph, in its entirety, and substituting in lieu thereof, the
following new paragraph:
"FIRST. The name of this corporation is RPC, Inc."
3. The amendment of the Certificate of Incorporation herein certified was
duly adopted in accordance with the provisions of Section 242 of the
Delaware general Corporation Law on April 25, 1995 at the Annual
Meeting of the Stockholders of the Corporation.
Dated this 25th day of April, 1995.
Richard A. Hubbell, President
-----------------------------------
Richard A. Hubbell, President
ATTEST:
Linda H. Graham, Secretary
- -----------------------------------
Linda H. Graham, Secretary
[CORPORATE SEAL]
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF RPC, INC.
NAME STATE OF INCORPORATION
---- ----------------------
Cudd Pressure Control, Inc. Delaware
Pressure Control, Inc. Delaware
South Texas Swabbing, Inc. Texas
Coiled Tubing, Inc. Delaware
Patterson Services, Inc. Delaware
Patterson Truck Line, Inc. Louisiana
Patterson Tubular Services, Inc. Texas
Chaparral Boats, Inc. Georgia
RPC Investment Company Delaware
RPC Waste Management Services, Inc. Georgia
Anchor Crane & Hoist Service Company, Inc. Georgia
RPC Data Link, Inc. Georgia
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K, into RPC, Inc.'s previously filed
Form S-8 Registration Statement (No. 33-5527) and its previously filed Form
S-8 Registration Statement (No. 33-75652).
Arthur Andersen LLP
--------------------------
Atlanta, Georgia
March 18, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned constitutes and
appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in
any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports
and any and all amendments thereto (including post-effective amendments) and to
file the same, with all exhibits, and any other documents in connection
therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this 15th day of February, 1996.
Bobby Joe Cudd, Director
------------------------------
Bobby Joe Cudd, Director
Witness:
Joyce Hamilton
- ---------------------
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned constitutes and
appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in
any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports
and any and all amendments thereto (including post-effective amendments) and to
file the same, with all exhibits, and any other documents in connection
therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this 6th day of February, 1996.
James A. Lane, Jr., Director
----------------------------------
James A. Lane, Jr., Director
Witness:
Vicky Weaver
- ---------------------
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned constitutes and
appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in
any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports
and any and all amendments thereto (including post-effective amendments) and to
file the same, with all exhibits, and any other documents in connection
therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this 6th day of February, 1996.
Wilton Looney, Director
----------------------------------
Wilton Looney, Director
Witness:
Norma Cook
- ---------------------
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned constitutes and
appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in
any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports
and any and all amendments thereto (including post-effective amendments) and to
file the same, with all exhibits, and any other documents in connection
therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this 7th day of March, 1996.
Charles R. Patterson, Jr., Director
-----------------------------------------
Charles R. Patterson, Jr., Director
Witness:
Anne Hamilton Abouchar
- -------------------------
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned constitutes and
appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in
any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports
and any and all amendments thereto (including post-effective amendments) and to
file the same, with all exhibits, and any other documents in connection
therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this 7th day of February, 1996.
Gary W. Rollins, Director
-------------------------------
Gary W. Rollins, Director
Witness:
Anne Hamilton Abouchar
- -------------------------
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned constitutes and
appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in
any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports
and any and all amendments thereto (including post-effective amendments) and to
file the same, with all exhibits, and any other documents in connection
therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this 7th day of February, 1996.
John W. Rollins, Director
-------------------------------
John W. Rollins, Director
Witness:
Cindy Alfano
- -------------------------
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned constitutes and
appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in
any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports
and any and all amendments thereto (including post-effective amendments) and to
file the same, with all exhibits, and any other documents in connection
therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this 7th day of February, 1996.
Henry B. Tippie, Director
---------------------------------
Henry B. Tippie, Director
Witness:
Linda M. Potts
- -------------------------
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned constitutes and
appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in
any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports
and any and all amendments thereto (including post-effective amendments) and to
file the same, with all exhibits, and any other documents in connection
therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the
capacities indicated, as of this 8th day of February, 1996.
John B. Williams, Director
---------------------------------
John B. Williams, Director
Witness:
Mary H. Walden
- -------------------------
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