-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DG9PCnJ/2ZmyY/9Xc6R0kgfxm0wFuLaTDe4K6KQlkve3k/dXy3RvI4Pmvk/sY/Qg nZ8ujtLKdrQ15jgT+g27WA== 0000891092-05-000325.txt : 20050216 0000891092-05-000325.hdr.sgml : 20050216 20050216070824 ACCESSION NUMBER: 0000891092-05-000325 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050216 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050216 DATE AS OF CHANGE: 20050216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RPC INC CENTRAL INDEX KEY: 0000742278 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 581550825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08726 FILM NUMBER: 05619118 BUSINESS ADDRESS: STREET 1: 2170 PIEDMONT RD NE CITY: ATLANTA STATE: GA ZIP: 30324 BUSINESS PHONE: 4048882950 MAIL ADDRESS: STREET 1: 2170 PIEDMONT ROAD CITY: ATLANTA STATE: GA ZIP: 30324 FORMER COMPANY: FORMER CONFORMED NAME: RPC ENERGY SERVICES INC DATE OF NAME CHANGE: 19920703 8-K 1 e20465_8k.txt FORM 8-K - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K ---------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 16, 2005 RPC, INC. (Exact name of registrant as specified in its charter) ---------- Delaware 1-8726 58-1550825 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 2170 Piedmont Road, NE, Atlanta, Georgia 30324 (Address of principal executive office) (zip code) Registrant's telephone number, including area code: (404) 321-2140 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- Item 2.02 Results of Operations and Financial Condition. On February 16, 2005, RPC, Inc. issued a press release entitled "RPC, Inc. Reports 2004 Fourth Quarter and Annual Results," that announced the results of the fourth quarter ended December 31, 2004. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit 99 - Press Release dated February 16, 2005. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, RPC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Marine Products Corporation. Date: February 16, 2005 /s/ BEN M. PALMER ------------------------------- Ben M. Palmer Vice President, Chief Financial Officer and Treasurer -3- EX-99. 2 e20465ex99.txt PRESS RELEASE Exibit 99 [LOGO] RPC An Oil & Gas Services Company FOR IMMEDIATE RELEASE RPC, Inc. Reports 2004 Fourth Quarter and Annual Results o Revenues for the Fourth Quarter Increased 22.8 Percent over Prior Year o Diluted EPS for the Fourth Quarter Increased to $0.32, Excluding a $0.07 per share Gain from Sale of Assets , Compared to $0.11 in the Prior Year o Three-for-two stock split and 100 percent dividend increase announced January 25, 2005 ATLANTA, February 16, 2005 -- RPC, Incorporated (NYSE: RES) announced its unaudited results for the fourth quarter and twelve months ended December 31, 2004. RPC provides a broad range of specialized oilfield services and equipment primarily to independent and major oilfield companies engaged in the exploration, production and development of oil and gas properties throughout the United States and in selected international markets. For the quarter ended December 31, 2004, revenues increased 22.8 percent to $85,643,000 compared to $69,719,000 last year. Operating profit for the quarter was $12,118,000 compared to $4,772,000 in the prior year. Net income was $11,261,000, or $0.39 diluted earnings per share ($0.26 adjusted for three-for-two split announced January 25, 2005), compared to $3,306,000 or $0.11 diluted earnings per share last year ($0.08 adjusted for the three-for-two-split). Diluted earnings per share during the quarter included a gain from sale of assets of $0.07 ($0.05 adjusted for the three-for-two split), resulting from the sale of RPC's domestic liftboat fleet during the quarter. For the twelve months ended December 31, 2004, revenues increased 25.6 percent to $339,792,000, compared to $270,527,000 last year. Operating profit for the twelve months ending December 31, 2004 was $45,789,000 compared to an operating profit of $16,399,000 last year. Net income was $34,773,000, or $1.20 diluted earnings per share ($0.80 adjusted for the three-for-two split), an increase from $10,893,000, or $0.38 diluted earnings per share last year ($0.25 adjusted for the three-for-two split). Cost of services rendered and goods sold was $47,130,000, or 55.0 percent of revenues, during the fourth quarter of 2004, compared to $42,968,000, or 61.6 percent of revenues, in the prior year. The increase in these costs was due to the variable nature of many of these expenses, including incentive compensation and equipment maintenance, and increased fuel costs. As a percentage of revenues, however, these costs decreased because of improved pricing and higher equipment and personnel utilization. Selling, general and administrative expenses increased by 29.2 percent in the fourth quarter of 2004 to $17,658,000 from $13,669,000 in the prior year. This increase was due to higher salary and wage expenses and public company compliance costs, and increased incentive compensation consistent with improved profitability. These costs increased as a percentage of revenues to 20.6 percent in 2004 compared to 19.6 percent last year because of higher business activity levels, improved profitability, and increased compliance requirements. Depreciation and amortization were $8,737,000 during the quarter, 5.1 percent higher than last year. Page 2 4th Quarter and Annual 2004 Press Release Other income, net increased to $5,158,000 during the quarter, compared to $577,000 in the prior year, the majority of which related to the gain on sale of RPC's domestic liftboat fleet. Net income increased due to higher revenues and other income, a lower effective tax rate, partially offset by the higher costs of services rendered, and selling, general and administrative expenses. The effective tax rate during the quarter was 34.8 percent compared to 38.0 percent in the prior year. The decrease in the effective tax rate was due to higher estimated full year foreign tax credit utilization, and an adjustment to the liability for foreign taxes. "RPC's fourth quarter results reflect continued high activity levels, an increase in pricing, and growth in our capacity," stated Richard A. Hubbell, RPC's President and Chief Executive Officer. "The average domestic rig count during the fourth quarter was 1,248, 13 percent higher than the same period in 2003. Our domestic revenues grew at a higher rate than the rig count because of our continuing investment in our operating capacity and a shift in our focus from the weaker Gulf of Mexico region, to the relatively stronger mid continent region. Although we performed well, bad weather in the fourth quarter impacted our results, particularly in several of our pressure pumping markets in Texas and Oklahoma. Our international revenues declined compared to the prior year. However, we continued our activities in various international markets, such as West Africa, China and the Middle East. We invested over $13,000,000 in capital expenditures during the quarter to improve our existing fleet of equipment and purchase new equipment." Hubbell continued, "This was an exceptional year for RPC, marked by a strong domestic market, success in the international arena, and a renewed focus on areas in which we have already been successful. As we announced on January 25, the Board of Directors has approved a three-for-two stock split of RPC's common stock, which is the first split since 1997. This decision is a response to our strong earnings and stock price performance. The Board also increased the dividend by 100 percent. Both of these actions will reward our current stockholders and, we believe, increase the liquidity and investment appeal of our common stock. "However, we are always mindful of the volatility of this industry and will continue throughout 2005 to focus on internal processes and controls, maintaining a conservative balance sheet, and investing in capital expenditures, with the goal of assuring the optimization of resources within our markets. Specifically, we will also continue to focus on the areas where we have been strong over the past year, these areas primarily include our mid-continent expansion, international business development and our top performing service lines." Summary of Segment Operating Performance RPC's business segments are Technical Services and Support Services. Technical Services includes RPC's oilfield service lines that utilize people and equipment to perform value-added completion, production and maintenance services directly to a customer's well. These services are generally directed toward improving the flow of oil and natural gas from producing formations or to address well control issues. The Technical Services include pressure pumping, snubbing, coiled tubing, nitrogen, wireline, well control, downhole tools, surface production equipment, casing installation services, and fishing tool operations. Page 3 4th Quarter and Annual 2004 Press Release Support Services includes RPC's oilfield service lines that provide equipment for customer use or services to assist customer operations. The equipment and services offered include rental of drill pipe and related tools, pipe handling, inspection and storage services and oilfield training services. Both Technical Services and Support Services experienced stronger results due to the increased drilling, rig count and related customer activity. Technical Services revenues rose 22.4 percent for the quarter compared to the prior year, driven by pricing increases, additional capacity, and higher activity levels in a majority of its service lines. Support Services revenues rose by 54.3 percent during the quarter compared to the prior year. This increase was driven by increased utilization in the rental tool division, which is the largest service line within Support Services; this increase was partially offset by lower utilization and pricing within our marine liftboats division and the elimination of activity within this division subsequent to the sale of the domestic fleet. During the fourth quarter, we received an offer and sold the domestic marine liftboats. We intend to invest the proceeds in more productive assets. Other revenues were immaterial this quarter due to the sale of the non-oilfield business unit that comprised the majority of the revenues in this segment, which occurred during the second quarter of 2004.
Three Months Twelve Months Ended December 31, Ended December 31, ------------------------------------------------ 2004 2003 2004 2003 ------------------------------------------------ (in thousands) Revenues: Technical services $ 69,547 $ 56,827 $ 279,070 $ 216,321 Support services 16,069 10,416 56,917 43,909 Other 27 2,476 3,805 10,297 - ------------------------------------------ --------- --------- --------- --------- Total revenues $ 85,643 $ 69,719 $ 339,792 $ 270,527 - ------------------------------------------ --------- --------- --------- --------- Operating profit (loss): Technical services $ 11,321 $ 7,279 $ 47,027 $ 22,433 Support services 3,658 (432) 8,287 2,641 Other (172) (155) (975) (1,355) Corporate expenses (2,689) (1,920) (8,550) (7,320) - ------------------------------------------ --------- --------- --------- --------- Total operating profit $ 12,118 $ 4,772 $ 45,789 $ 16,399 - ------------------------------------------ --------- --------- --------- --------- Other income, net 5,158 577 7,482 1,324 Interest (income) expense, net (7) 16 68 153 - ------------------------------------------ --------- --------- --------- --------- Income before income taxes $ 17,283 $ 5,333 $ 53,203 $ 17,570 - ------------------------------------------ --------- --------- --------- ---------
RPC provides a broad range of specialized oilfield services and equipment primarily to independent and major oilfield companies engaged in the exploration, production and development of oil and gas properties throughout the United States, including the Gulf of Mexico, mid-continent, southwest and Rocky Mountain regions, and in selected international markets. RPC's investor website can be found at www.rpc.net. Certain statements and information included in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding RPC's expected activity and performance in the future. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of RPC to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Such risks include the possibility of declines in the price of oil and natural gas, which tend to result in a decrease in drilling activity and therefore a decline in the demand for our services, the actions of the OPEC cartel, the ultimate impact of current and potential political unrest and armed conflict in the oil-producing regions of the world, which could impact drilling activity, adverse weather conditions in oil or gas producing regions, including the Gulf of Mexico, competition in the oil and gas industry, Page 4 4th Quarter and Annual 2004 Press Release and risks of international operations. Additional discussion of factors that could cause the actual results to differ materially from management's projections, forecasts, estimates and expectations is contained in RPC's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2003. For information about RPC, Inc., please contact: BEN M. PALMER Chief Financial Officer 404.321.2140 irdept@rpc.net JIM LANDERS Corporate Finance 404.321.2162 Page 5 4th Quarter and Annual 2004 Press Release RPC INCORPORATED AND SUBSIDIARIES
- ------------------------------------------------------------------------------ ---------------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per share data) - ------------------------------------------------------------------------------ ---------------------------------- Periods ended December 31, (Unaudited) Fourth Quarter Twelve Months - ------------------------------------------------------------------------------ ---------------------------------- % BETTER % BETTER 2004 2003 (WORSE) 2004 2003 (WORSE) - ------------------------------------------------------------------------------ ---------------------------------- REVENUES $ 85,643 $ 69,719 22.8% $339,792 270,527 25.6 % COSTS AND EXPENSES: Cost of services rendered and goods sold 47,130 42,968 (9.7) 193,659 168,766 (14.8) Selling, general and administrative expenses 17,658 13,669 (29.2) 65,871 52,268 (26.0) Depreciation and amortization 8,737 8,310 (5.1) 34,473 33,094 (4.2) - ------------------------------------------------------------------------------ ---------------------------------- Operating profit 12,118 4,772 153.9 45,789 16,399 179.2 Interest (income) expense, net (7) 16 NM 68 153 55.6 Other income, net 5,158 577 NM 7,482 1,324 N/M - ------------------------------------------------------------------------------ ---------------------------------- Income before income taxes 17,283 5,333 NM 53,203 17,570 N/M Income tax provision 6,022 2,027 (197.1) 18,430 6,677 (176.0) - ------------------------------------------------------------------------------ ---------------------------------- NET INCOME $ 11,261 $ 3,306 NM% $ 34,773 $ 10,893 NM% ============================================================================== ================================== EARNINGS PER SHARE Basic $ 0.40 $ 0.12 NM% $ 1.23 $ 0.38 N/M% ================================ =================================== Diluted $ 0.39 $ 0.11 NM% $ 1.20 $ 0.38 N/M% ================================ ===================================
AVERAGE SHARES OUTSTANDING Basic 28,351 28,340 28,309 28,370 ================= =============== Diluted 29,231 28,775 28,953 28,769 ================= =============== ADJUSTED FOR THE THREE-FOR-TWO STOCK SPLIT EFFECTIVE MARCH 10, 2005 EARNINGS PER SHARE
Basic $ 0.26 $ 0.08 NM% $ 0.82 $ 0.26 N/M% ================================ =================================== Diluted $ 0.26 $ 0.08 NM% $ 0.80 $ 0.25 N/M% ================================ ===================================
AVERAGE SHARES OUTSTANDING Basic 42,527 42,510 42,464 42,555 ================= =============== Diluted 43,846 43,163 43,429 43,154 ================= =============== Page 6 4th Quarter and Annual 2004 Press Release RPC INCORPORATED AND SUBSIDIARIES - -------------------------------------------------------------------------------- CONSOLIDATED BALANCE SHEETS - -------------------------------------------------------------------------------- At December 31, (Unaudited) (In thousands) - -------------------------------------------------------------------------------- 2004 2003 - -------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $ 29,636 $ 22,302 Accounts receivable, net 75,793 53,719 Inventories 10,587 10,057 Deferred income taxes 6,144 6,394 Income taxes receivable -- 4,263 Prepaid expenses and other current assets 3,638 3,614 - -------------------------------------------------------------------------------- Total current assets 125,798 100,349 - -------------------------------------------------------------------------------- Property, plant and equipment, net 114,222 109,163 Intangibles, net 20,183 15,488 Other assets 2,739 1,864 - -------------------------------------------------------------------------------- Total assets $ 262,942 $ 226,864 ================================================================================ LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 23,389 $ 19,603 Accrued payroll and related expenses 10,842 8,526 Accrued insurance expenses 3,875 2,852 Accrued state, local and other taxes 2,183 1,663 Income taxes payable 113 -- Current portion of long-term debt 2,700 1,110 Other accrued expenses 5,187 3,369 - -------------------------------------------------------------------------------- Total current liabilities 48,289 37,123 - -------------------------------------------------------------------------------- Accrued insurance expenses 6,451 5,856 Long-term debt 2,100 4,800 Pension liabilities 11,379 12,972 Deferred income taxes 11,945 13,296 Other long-term liabilities 1,355 1,711 - -------------------------------------------------------------------------------- Total liabilities 81,519 75,758 - -------------------------------------------------------------------------------- Common stock 2,881 2,862 Capital in excess of par value 28,766 26,796 Retained earnings 160,189 128,824 Deferred compensation (3,527) (1,076) Accumulated other comprehensive loss (6,886) (6,300) - -------------------------------------------------------------------------------- Total stockholders' equity 181,423 151,106 - -------------------------------------------------------------------------------- Total liabilities and stock$olders' equity 262,942 $ 226,864 ================================================================================ Certain prior year balances have been reclassified to conform with the current year presentation Page 7 4th Quarter and Annual 2004 Press Release RPC INCORPORATED AND SUBSIDIARIES - -------------------------------------------------------------------------------- CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- Twelve months ended December 31, (Unaudited) (In thousands) - -------------------------------------------------------------------------------- 2004 2003 - -------------------------------------------------------------------------------- Operating Activities: Net income $ 34,773 $ 10,893 Depreciation, amortization and other non-cash charges 35,054 33,182 Other net changes in operating activities (19,454) 6,556 - -------------------------------------------------------------------------------- Net cash provided by operating activities 50,373 50,631 - -------------------------------------------------------------------------------- Investing Activities: Capital expenditures (49,869) (30,356) Other investing activities 12,654 (4,314) - -------------------------------------------------------------------------------- Net cash used for investing activities (37,215) (34,670) - -------------------------------------------------------------------------------- Financing Activities: Payment of dividends (3,408) (2,874) Cash paid for common stock purchased and retired (2,329) (1,870) Other financing activities (87) (448) - -------------------------------------------------------------------------------- Net cash used for financing activities (5,824) (5,192) - -------------------------------------------------------------------------------- Net increase in cash and cash equivalents 7,334 10,769 Cash and cash equivalents at beginning of period 22,302 11,533 - -------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 29,636 $ 22,302 ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----