RPC INC
10-Q, 1999-11-15
SHIP & BOAT BUILDING & REPAIRING
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


   /X/        Quarterly report pursuant to Section 13 or 15(d)of the
                         Securities Exchange Act of 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

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



                           Commission File No. 1-8726


                                    RPC, INC.
             (exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
                       DELAWARE                                                       58-1550825
<S>                                                                      <C>
(State or other jurisdiction of incorporation or organization)           (I.R.S. Employer Identification Number)
</TABLE>

                 2170 PIEDMONT ROAD, NE, ATLANTA, GEORGIA 30324
               (Address of principal executive offices) (zip code)

      Registrant's telephone number, including area code -- (404) 321-2140



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X   No
                                      ---    ---

As of September 30, 1999, RPC, Inc. had 28,563,763 shares of common stock
outstanding.


<PAGE>
                           RPC, INC. AND SUBSIDIARIES
                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                            CONSOLIDATED BALANCE SHEETS
                     AS OF SEPTEMBER 30, 1999, AND DECEMBER 31, 1998
                         (In thousands except share information)
<TABLE>
<CAPTION>
                                                             SEPTEMBER 30,                  December 31,
                                                                 1999                           1998
                                                              (UNAUDITED)                    (Audited)
- -----------------------------------------------------------------------------------------------------------
<S>                                                          <C>                            <C>
ASSETS

Cash and cash equivalents                                            $10,750                       $10,029
Marketable securities                                                  4,718                         3,414
Accounts receivable, net of allowance for doubtful
  accounts of $5,150 and $7,004, respectively                         28,320                        25,266
Inventories, at lower of cost or market                               19,999                        17,446
Deferred income taxes                                                  9,155                        10,787
Federal income taxes receivable                                        1,875                         3,673
Prepaid expenses and other current assets                              1,436                         1,909
- -----------------------------------------------------------------------------------------------------------
Current assets                                                        76,253                        72,524
- -----------------------------------------------------------------------------------------------------------
Equipment and property, net                                           69,253                        70,206
Marketable securities                                                 30,742                        29,507
Intangibles, net                                                       9,299                         7,401
Other assets                                                           1,280                         1,053
- -----------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                        $186,827                      $180,691
===========================================================================================================



LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                     $10,276                        $5,859
Accrued payroll and related expenses                                   5,457                         4,192
Accrued insurance expenses                                             6,578                         6,329
Accrued state, local and other taxes                                   4,458                         4,063
Accrued discounts                                                        722                         1,053
Current portion of long-term debt                                        403                           659
Other accrued expenses                                                 8,912                        10,270
- -----------------------------------------------------------------------------------------------------------
Current liabilities                                                   36,806                        32,425
- -----------------------------------------------------------------------------------------------------------
Long-term accrued insurance expenses                                   4,542                         3,308
Long-term debt                                                         1,535                           636
Deferred income taxes                                                    941                         1,256
- -----------------------------------------------------------------------------------------------------------
Total liabilities                                                     43,824                        37,625
- -----------------------------------------------------------------------------------------------------------
Commitments and contingencies
- -----------------------------------------------------------------------------------------------------------
Common stock                                                           2,857                         2,888
Capital in excess of par value                                        24,402                        26,538
Earnings retained                                                    115,744                       113,640
- -----------------------------------------------------------------------------------------------------------
Total stockholders' equity                                           143,003                       143,066
- -----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $186,827                      $180,691
===========================================================================================================
</TABLE>
The accompanying notes are an integral part of these statements.


                                    2 of 12

<PAGE>
                           RPC, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
     FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1999, AND 1998
                      (In thousands except per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                 Three months ended September 30,              Nine months ended September 30,
                                           ------------------------------------------    -----------------------------------------
                                                 1999                   1998                  1999                  1998
- -------------------------------------------------------------------------------------    -----------------------------------------
<S>                                         <C>                        <C>                 <C>                      <C>
REVENUE                                              $53,105                 $56,977            $168,018                 $190,292
- ----------------------------------------------------------------------------------------------------------------------------------

Cost  of  goods  sold                                 21,924                  20,405              76,310                   68,236
Operating  expenses                                   25,320                  27,053              71,833                   86,759
Depreciation and amortization                          4,153                   4,074              12,350                   11,439
Interest  income                                        (548)                   (610)             (1,396)                  (1,653)
- ----------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                             2,256                   6,055               8,921                   25,511
Income tax provision                                     856                   2,302               3,388                    9,694
- ----------------------------------------------------------------------------------------------------------------------------------
NET INCOME                                            $1,400                  $3,753              $5,533                  $15,817
==================================================================================================================================


EARNINGS PER SHARE
Basic                                                  $0.05                   $0.13               $0.20                    $0.54
- ----------------------------------------------------------------------------------------------------------------------------------
Diluted                                                $0.05                   $0.13               $0.19                    $0.54
- ----------------------------------------------------------------------------------------------------------------------------------

AVERAGE SHARES OUTSTANDING
Basic                                                 28,150                  29,030              28,211                   29,110
- ----------------------------------------------------------------------------------------------------------------------------------
Diluted                                               28,449                  29,387              28,462                   29,507
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


The accompanying notes are an integral part of these statements.



                                    3 of 12

<PAGE>
                           RPC, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999, and 1998
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                             Nine months ended September 30,
                                                                                      --------------------------------------------
                                                                                            1999                        1998
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                                                                                     $5,533                     $15,817
Noncash charges (credits) to earnings:
   Depreciation and amortization                                                               13,001                      12,012
   (Gain) on sale of equipment and property                                                    (1,279)                     (1,938)
   Deferred income tax provision (benefit)                                                      1,317                        (614)
(Increase) decrease in assets:
   Accounts receivable                                                                         (3,054)                     (1,005)
   Federal income tax receivable                                                                1,798                      (2,963)
   Inventories                                                                                 (2,553)                     (1,257)
   Prepaid expenses and other current assets                                                      473                       1,071
   Other non-current assets                                                                      (294)                         50
Increase (decrease) in liabilities:
   Accounts payable                                                                             4,451                      (1,334)
   Accrued payroll and related expenses                                                         1,265                        (681)
   Accrued insurance expenses                                                                   1,483                      (2,068)
   Other accrued expenses                                                                      (1,295)                       (325)
- ----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                      20,846                      16,765
- ----------------------------------------------------------------------------------------------------------------------------------


CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                                                          (11,604)                    (24,360)
Proceeds from sale of equipment and property                                                    1,722                       3,132
Net purchase of marketable securities                                                          (2,538)                      6,245
Other                                                                                          (2,564)                          -
- ----------------------------------------------------------------------------------------------------------------------------------
Net cash used for investing activities                                                        (14,984)                    (14,983)
- ----------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Payment of dividends                                                                           (3,002)                     (3,094)
Reduction of long-term debt                                                                      (474)                       (779)
Increase in long-term debt                                                                      1,168                           -
Cash paid for common stock purchased and retired                                               (2,885)                     (7,038)
Proceeds from exercise of stock options                                                            52                          73
- ----------------------------------------------------------------------------------------------------------------------------------
Net cash used for financing activities                                                         (5,141)                    (10,838)
- ----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                                              721                      (9,056)
Cash and cash equivalents at beginning of period                                               10,029                      17,409
- ----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                                                    $10,750                      $8,353
==================================================================================================================================
</TABLE>
The accompanying notes are an integral part of these statements.

                                            4 of 12



<PAGE>

                           RPC, INC. AND SUBSIDIARIES

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       The consolidated financial statements included herein have been
         prepared by the Company, without audit, pursuant to the rules and
         regulations of the Securities and Exchange Commission. Footnote
         disclosures normally included in financial statements prepared in
         accordance with generally accepted accounting principles have been
         condensed or omitted pursuant to such rules and regulations. These
         consolidated financial statements should be read in conjunction with
         the financial statements and related notes contained in the Company's
         annual report on Form 10-K for the fiscal year ended December 31, 1998.

         In the opinion of management, the consolidated financial statements
         included herein contain all adjustments necessary to present fairly the
         financial position of the Company as of September 30, 1999, the results
         of operations for the quarter and the nine months ended September 30,
         1999 and 1998, and the cash flows for the nine months ended September
         30, 1999 and 1998.

2.       Basic and diluted earnings per share are computed by dividing net
         income by the respective weighted average number of shares outstanding
         during the respective periods.

3.       The results of operations for the quarter ended September 30, 1999, are
         not necessarily indicative of the results to be expected for the full
         year.

4.       In June 1998, the Financial Accounting Standards Board (FASB) issued
         Statement of Financial Accounting Standards No. 133, "Accounting for
         Derivative Instruments and Hedging Activities" (SFAS No. 133), which
         establishes standards for reporting and disclosing information about
         derivative instruments. In the second quarter of 1999, the FASB voted
         to delay the effective date of this standard to fiscal years beginning
         after June 15, 2000. The adoption of SFAS No. 133 is not expected to
         have a material impact.

5.       RPC has two reportable segments: oil and gas services and boat
         manufacturing. The oil and gas services segment provides a variety of
         services, equipment, and personnel to the oil and gas industry. The
         boat manufacturing segment manufactures and sells powerboats to a
         nationwide network of independent dealers.

         RPC evaluates performance based on profit or loss from operations
         before income taxes. RPC accounts for intersegment sales and transfers
         as if the sales or

                                      5 of 12



<PAGE>
                             RPC, INC. AND SUBSIDIARIES

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

transfers were to third parties, that is, at current market prices. RPC's
reportable segments are strategic business units that offer different
products and services. They are managed separately because each business
requires different technology and marketing strategies. Each of these
businesses was acquired as a unit, and the management at the time of
acquisition was retained.

Certain information with respect to RPC's business segments is set forth in
the following table:

<TABLE>
<CAPTION>
                                    Three months ended September 30,     Nine months ended September 30,
                                    --------------------------------     -------------------------------
                                         1999             1998               1999               1998
                                       --------------------------         -----------------------------
                                           (IN THOUSANDS)                      (IN THOUSANDS)
<S>                                    <C>               <C>               <C>                <C>
REVENUE:
  Oil and gas services                 $ 24,918          $ 30,633          $  67,191          $ 100,127
  Boat manufacturing                     25,224            22,420             91,592             77,963
  Other segments                          2,963             3,924              9,235             12,202
- -------------------------------        --------          --------          ---------          ---------
Total revenue                          $ 53,105          $ 56,977          $ 168,018          $ 190,292
===============================        ========          ========          =========          =========
OPERATING INCOME (LOSS):
  Oil and gas services                 $     20          $  4,642          $  (1,424)         $  18,771
  Boat manufacturing                      2,955             2,780             12,375             10,348
  Other segments                           (306)           (1,173)              (629)            (2,321)
- -------------------------------        --------          --------          ---------          ---------
Total operating income                    2,669             6,249             10,322             26,798
- -------------------------------        --------          --------          ---------          ---------
CORPORATE EXPENSES                         (961)             (804)            (2,797)            (2,940)
INTEREST INCOME                             548               610              1,396              1,653
- -------------------------------        --------          --------          ---------          ---------
Income before income taxes             $  2,256          $  6,055          $   8,921          $  25,511
===============================        ========          ========          =========          =========
</TABLE>

The identifiable assets for the powerboat manufacturing segment increased by
$3,022,000 from $28,085,000 at December 31, 1998 to $31,107,000 at September 30,
1999. The identifiable assets for the oil and gas services segment increased by
$5,016,000 from $89,891,000 at December 31, 1998 to $94,907,000 at September 30,
1999.


                                         6 of 12

<PAGE>

                        ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
                      OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

THREE MONTHS ENDED SEPTEMBER 30, 1999, COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1998

Revenue for the third quarter ended September 30, 1999, was $53,105,000
compared with $56,977,000 for the quarter ended September 30, 1998, a
decrease of $3,872,000 or 7%. The oil and gas services segment revenue of
$24,918,000 decreased 19% from last year's third quarter. During the last
year, oilfield services revenues have significantly declined and have
remained at these lower levels. In 1999, oil prices have increased to levels
above last year's third quarter while natural gas prices have remained
relatively stable. Despite this improved commodity price environment,
exploration and production spending has remained approximately the same while
the number of active drilling rigs in the United States is 3 percent less
than the number of drilling rigs at September 30, 1998. Recently, there has
been modest improvement in the demand for our equipment and services;
however, pricing remains highly competitive. The powerboat manufacturing
segment revenue for the quarter ended September 30, 1999, of $25,224,000
increased 13% from last year's third quarter of $22,420,000 as the result of
an increase in the average unit sales price. The increase in the average unit
sales price is the result of an overall price increase and an increase in the
number of larger, higher priced boats sold versus prior year, while sales of
smaller model boats have decreased versus prior year.

Cost of goods sold for the third quarter ended September 30, 1999, was
$21,924,000 compared to $20,405,000 for the third quarter ended September 30,
1998, an increase of $1,519,000 or 7%. Cost of goods sold relates primarily
to the powerboat manufacturing segment. This increase is somewhat less than
the increase in sales due to a change in product mix with a greater
percentage of larger, higher margin boats being sold.

Net income for the quarter ended September 30, 1999, was $1,400,000 or $0.05
diluted earnings per share versus net income of $3,753,000 or $0.13 diluted
earnings per share for the quarter ended September 30, 1998. Basic earnings
per share was the same as diluted earnings per share at $0.05 cents per share
versus $0.13 cents per share last year. The decrease in earnings per share
from the same period one year ago was due to the decreased operating income
for the oil and gas services segment offset to some extent by the increase in
operating income for the powerboat manufacturing segment.

NINE MONTHS ENDED SEPTEMBER 30, 1999, COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1998

Revenue for the nine months ended September 30, 1999 was $168,018,000
compared with $190,292,000 for the nine months ended September 30, 1998, a
decrease of $22,274,000 or 12%. The oil and gas services segment revenue
decreased 33% and the

                                      7 of 12

<PAGE>
                               RPC, INC. AND SUBSIDIARIES

                                   ITEM 2. CONT'D

powerboat manufacturing segment increased 18%.  The oil and gas services
revenue decreased for the reasons discussed above.  The powerboat
manufacturing revenue increased despite an overall decline in sales in the
powerboat market. The increase in revenue for the powerboat manufacturing
segment is attributable to an increase in the average unit sales price versus
the prior year for the reasons discussed above.

Cost of goods sold for the nine months was $76,310,000 compared to
$68,236,000 for the prior year, an increase of $8,074,000 or 12%. Cost of
goods sold relates primarily to the powerboat manufacturing segment. The
increase is somewhat less than the increase in sales due to a change in
product mix with a greater percentage of larger, higher margin boats being
sold.

Net income for the nine months ended September 30, 1999 was $5,533,000 or
$0.19 diluted earnings per share versus net income of $15,817,000 or $0.54
diluted earnings per share for the nine months ended September 30, 1998.
Basic earnings per share was $0.20 cents per share versus $0.54 cents per
share last year. The decrease in earnings per share from the same period one
year ago was due to the decreased operating income for the oil and gas
services segment offset to some extent by the increase in operating income
for the powerboat manufacturing segment.

FINANCIAL CONDITION

The Company's current ratio remained strong as of September 30, 1999, with
current assets of $76,253,000 exceeding current liabilities of $36,806,000 by
a ratio of 2.1-to-1. This compares to a current ratio of 2.2-to-1 at December
31, 1998.

Capital expenditures during the first nine months of 1999 were $11,604,000
compared to $24,360,000 in the prior year. The capital expenditures for 1999
were primarily for various types of revenue-producing equipment in the oil
and gas services segment. During the first nine months of 1998, there were
several large capital expenditures including the purchase of oilfield rental
items and the delivery of the first of two marine liftboats constructed
during 1998. Funding for future capital requirements will be provided by cash
flow from operations.


                                    8 of 12

<PAGE>

                           RPC, INC. AND SUBSIDIARIES

                                  ITEM 2. CONT'D

YEAR 2000 ISSUE

The Company began its assessment and remediation processes related to the
Year 2000 (Y2K) information technology programming issue in 1997. RPC's
assessment activities have included (1) identifying all software and
operating systems -both information technology (IT) and non-IT systems with
embedded technology, which are critical to operations and/or financial
reporting, (2) testing of such software and systems for Y2K compliance, and
(3) obtaining assurances from its vendors and its large commercial customers.
RPC's remediation activities have included replacing certain software and
operating systems, followed by testing to ensure the Y2K compliance of the
replacements.

Based on its assessment and remediation activities to date, RPC believes that
its critical internal software and operating systems are Y2K compliant with
the exception of a subsidiary billing system. The total cost of Y2K
expenditures to date have not been material. The remaining Y2K remediation
costs are anticipated to be less than $50,000.

RPC is taking all reasonable steps (including obtaining written Y2K
compliance assurances from the majority of vendors that RPC believes to be
critical to its operations and/or financial reporting) to mitigate the risk
of major interruptions in day-to-day operations due to Y2K issues.
Nevertheless, due to the uncertainty inherent in Y2K issues generally and
those that are beyond RPC's control in particular (e.g. the final Y2K
readiness of RPC's large commercial customers and its vendors, including
banks and other financial institutions; the U.S. Postal Service; common
freight, parcel and communications carriers, and electric, gas, water and
other public utilities), there can be no assurance that a failure of RPC
and/or its major suppliers or customers to adequately address the Y2K issue
would not have a material impact on RPC's results of operations, liquidity or
financial condition. RPC believes the worst case scenario will be the
widespread failure of electrical, gas, water and similar supplies by
utilities serving RPC, its suppliers and customers; widespread disruption
of the services of banks and other financial institutions, the U.S. Postal
Service, and common freight, parcel and communications carriers; widespread
disruption in the operations of RPC's commercial customers; widespread
disruption to the means and modes of transportation used by RPC and its
suppliers' and commercial customers' ability to gain access to, and remain
working in, office buildings and other facilities; the failure of a
substantial number of RPC's critical information hardware and software
systems; and the failure of outside systems, the effects of which would have
a cumulative material adverse impact on RPC's critical systems. RPC believes
that the scenario described above is unlikely in some or many respects and
that the most reasonable likely worst case scenario will be temporary delays
in billing and collection of customer receivables. RPC expects to have
contingency plans in place by the end of 1999 that address any potential Y2K
issues.

FORWARD-LOOKING STATEMENTS

Management's discussion and analysis of results of operations and financial
condition include "forward looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical facts, included or incorporated by
reference which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including statements
regarding the impact of the year 2000 programming issue, funding of future
capital requirements, potential exposure to market risk, and anticipated
trends and similar expressions concerning matters that are not historical
facts, are forward-looking statements. These statements are based on certain
assumptions and analyses made by the Company in light of its experience and
its perception of historical trends, current conditions and expected future
developments as well as other factors it believes are appropriate in the
circumstances. However, whether actual results and developments will



                                  9 of 12

<PAGE>
                           RPC, INC. AND SUBSIDIARIES

                                ITEM 2. CONT'D

conform with the Company's expectations are influenced by a number of
factors, including economic conditions, conditions in the industries in which
the Company operates including the impact of the worldwide supply and demand
for oil and natural gas, competition, unanticipated failure of the Company's
or its vendors' or customers' financial or other systems as a result of Y2K
issues, and other factors, many of which are beyond the control of the
Company. Consequently, all of the forward-looking statements made are
qualified by these cautionary statements and there can be no assurance that
the actual results or developments anticipated by the Company will be
realized or, even if substantially realized, that they will have the expected
consequences to or effects on the Company or its business or operations. The
Company assumes no obligation to update publicly any such forward-looking
statements, whether as a result of new information, future events, or
otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

RPC maintains an investment portfolio, comprised of U.S. Government and
corporate debt securities, which is subject to interest rate risk exposure.
This risk is managed through conservative policies to invest in high-quality
obligations. RPC has performed an interest rate sensitivity analysis using a
duration model over the near term with a 10 percent change in interest rates.
RPC's portfolio is not subject to material interest rate risk exposure based
on this analysis. RPC does not expect any material changes in market risk
exposures or how those risks are managed.



                             PART II. OTHER INFORMATION

                              ITEM 1. LEGAL PROCEEDINGS

                                       None

                             ITEM 2. CHANGES IN SECURITIES

                                        None

                           ITEM 3. DEFAULTS UPON SENIOR SECURITIES

                                        None


                                      10 of 12

<PAGE>
                            RPC, INC. AND SUBSIDIARIES

                         PART II. OTHER INFORMATION CONT'D


             ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                                         None

                              ITEM 5. OTHER INFORMATION

                                         None

                        ITEM 6. Exhibits and Reports on Form 8-K

             (a)   Exhibits

<TABLE>
<CAPTION>
                   EXHIBIT NUMBER    DESCRIPTION
                   --------------    -----------
<S>                                  <C>
                   3(i)(a)           RPC's Certificate of Incorporation
                                     is incorporated herein by reference
                                     to Exhibit (3)(1)(a) to the 1998
                                     Third Quarter Form 10-Q.

                   3(i)(b)           RPC's Certificate of Amendment of
                                     the Certificate of Incorporation is
                                     incorporated herein by reference to
                                     Exhibit (3)(1)(b) to the 1998 Third
                                     Quarter Form 10-Q.

                   3(ii)             By-laws of RPC are incorporated
                                     herein by reference to the 1999
                                     First Quarter Form 10-Q.

                   4                 RPC's Form of Stock Certificate is
                                     incorporated herein by reference to
                                     the 1998 Form 10-K.

                   27                Financial Data Schedule
</TABLE>

             (b)   Reports on Form 8-K

                   No reports on Form 8-K were filed or required to be filed
                   during the quarter ended September 30, 1999.


                                       11 of 12

<PAGE>

                                       SIGNATURES



Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        RPC, INC.

                                        /s/ Richard A. Hubbell
                                        ----------------------------------
Date:  November 15, 1999                Richard A. Hubbell
                                        President and Chief Operating Officer

                                        /s/ Ben M. Palmer
                                        ----------------------------------
Date:  November 15, 1999                Ben M. Palmer
                                        Vice President, Treasurer and Chief
                                        Financial Officer





                                   12 of 12

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                          10,750
<SECURITIES>                                     4,718
<RECEIVABLES>                                   33,470
<ALLOWANCES>                                     5,150
<INVENTORY>                                     19,999
<CURRENT-ASSETS>                                76,253
<PP&E>                                         226,959
<DEPRECIATION>                                 157,706
<TOTAL-ASSETS>                                 186,827
<CURRENT-LIABILITIES>                           36,806
<BONDS>                                          1,535
                                0
                                          0
<COMMON>                                         2,857
<OTHER-SE>                                     140,146
<TOTAL-LIABILITY-AND-EQUITY>                   186,827
<SALES>                                              0
<TOTAL-REVENUES>                                53,105
<CGS>                                           21,924
<TOTAL-COSTS>                                   47,244
<OTHER-EXPENSES>                                 4,153
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  2,256
<INCOME-TAX>                                       856
<INCOME-CONTINUING>                              1,400
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,400
<EPS-BASIC>                                       0.05
<EPS-DILUTED>                                     0.05


</TABLE>


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