-----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, WEj6v3pyS1zaOOS+AdQH93GmBtpuiSnWKNYN4hYbm6/9U1STCtFUatywJQ7ioVGO xb1Xfg2DN4zREJhDYmPgpA== 0001047469-98-040822.txt : 19981116 0001047469-98-040822.hdr.sgml : 19981116 ACCESSION NUMBER: 0001047469-98-040822 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19981030 FILED AS OF DATE: 19981113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RPC INC CENTRAL INDEX KEY: 0000742278 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 581550825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08726 FILM NUMBER: 98748928 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 10-Q 1 FORM 10-Q 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, 1998 / / 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) Delaware 58-1550825 (State or other juridsiction (I.R.S. Employer of incorporation or organization) Identification Number) 2170 Piedmont Road, NE, Atlanta, Georgia 30324 (Address of principal executive offices) (zip code) Telephone Number -- (404) 321-2140 (Registrant's telephone number, including area code) 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, 1998, RPC, Inc. had 28,971,872 shares of common stock issued and outstanding. 1 of 11 RPC, INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1998, AND DECEMBER 31, 1997 (In thousands except share information)
September 30, December 31, 1998 1997 (Unaudited) (Audited) - -------------------------------------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $8,353 $17,409 Marketable securities 3,841 11,276 Accounts receivable, net of allowance for doubtful accounts of $7,388 and $6,967, respectively 33,158 32,153 Inventories, at lower of cost or market 17,282 16,025 Deferred income taxes 9,504 8,626 Federal income taxes receivable 2,963 -- Prepaid expenses and other current assets 1,416 2,390 - -------------------------------------------------------------------------------------------------------------- Current assets 76,517 87,879 - -------------------------------------------------------------------------------------------------------------- Equipment and property, net 67,817 55,673 Marketable securities 30,689 29,499 Intangibles, net 7,625 8,289 Other assets 975 1,178 - -------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- Total assets $183,623 $182,518 - -------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $6,939 $7,437 Accrued payroll and related expenses 5,145 5,826 Accrued insurance expenses 5,793 7,422 Accrued state, local and other taxes 4,934 4,211 Federal income taxes payable -- 1,061 Accrued discounts 718 826 Current portion of long-term debt 589 857 Other accrued expenses 10,046 9,844 - -------------------------------------------------------------------------------------------------------------- Current liabilities 34,164 37,484 - ----------------------------------------------------------------------------------------------------------- Deferred income taxes 573 309 Long-term accrued insurance expenses 3,595 4,034 Long-term debt 804 1,315 - -------------------------------------------------------------------------------------------------------------- Total liabilities 39,136 43,142 - -------------------------------------------------------------------------------------------------------------- Commitments and contingencies - -------------------------------------------------------------------------------------------------------------- Common stock 2,897 2,978 Capital in excess of par value 27,200 35,211 Earnings retained 114,390 101,805 Common stock in treasury, at cost, 0 shares and 169,392 shares, respectively -- (618) - -------------------------------------------------------------------------------------------------------------- Total stockholders' equity 144,487 139,376 - -------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $183,623 $182,518 - -------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements. 2 of 11 RPC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1998, AND 1997 (In thousands except per share data) (Unaudited)
Three months ended September 30, Nine months ended September 30, -------------------------------- -------------------------------- 1998 1997 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------------- Revenue $56,977 $57,856 $190,292 $183,092 - ---------------------------------------------------------------------------------------------------------------------------------- Cost of goods sold 20,405 17,191 68,236 64,574 Operating expenses 27,053 29,539 86,759 86,985 Depreciation and amortization 4,074 3,512 11,439 9,408 Interest income (610) (645) (1,653) (1,735) - ---------------------------------------------------------------------------------------------------------------------------------- Income before income taxes 6,055 8,259 25,511 23,860 Income tax provision 2,302 2,850 9,694 8,232 - ---------------------------------------------------------------------------------------------------------------------------------- Net income $3,753 $5,409 $15,817 $15,628 - ---------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- Earnings per share Basic $0.13 $0.19 $0.54 $0.54 - ---------------------------------------------------------------------------------------------------------------------------------- Diluted $0.13 $0.18 $0.54 $0.53 - ---------------------------------------------------------------------------------------------------------------------------------- Average shares outstanding Basic 29,030 29,186 29,110 29,092 - ---------------------------------------------------------------------------------------------------------------------------------- Diluted 29,387 29,937 29,507 29,469 - ----------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements. 3 of 11 RPC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998, and 1997 (In thousands) (Unaudited)
Nine months ended September 30, -------------------------------------- 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES $16,765 $21,775 - ----------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (24,360) (16,904) Proceeds from sale of equipment and property 3,132 1,932 Net sale (purchase) of marketable securities 6,245 (4,648) Other 0 (1,048) - ----------------------------------------------------------------------------------------------------------------------------- Net cash used for investing activities (14,983) (20,668) - ----------------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Dividend distributions (3,094) (736) (Decrease) increase in long term debt, net of repayments (779) 1,760 Common stock purchased and retired (7,038) 0 Proceeds from exercise of stock options 73 249 - ----------------------------------------------------------------------------------------------------------------------------- Net cash (used for) provided by financing activities (10,838) 1,273 - ----------------------------------------------------------------------------------------------------------------------------- Net (decrease) increase in cash and cash equivalents (9,056) 2,380 Cash and cash equivalents at beginning of period 17,409 13,124 - ----------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $8,353 $15,504 - ----------------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements. 4 of 11 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, 1997. 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, 1998, the results of operations for the quarter and the nine months ended September 30, 1998 and 1997, and the cash flows for the nine months ended September 30, 1998 and 1997. 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, 1998, are not necessarily indicative of the results to be expected for the full year. 4. In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS No. 130), which establishes standards for displaying comprehensive income and its components in a full set of general purpose financial statements. SFAS No. 130 is effective for fiscal years beginning after December 15, 1997. The adoption of SFAS No. 130 does not have a material impact. 5. In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" (SFAS No. 131), which establishes standards for reporting information about operating segments in annual financial statements and requires reporting selected information about operating segments in interim financial reports issued to stockholders. SFAS No. 131 is effective for fiscal years beginning after December 15, 1997. 5 of 11 6. In June, 1998, the Financial Accounting Standards Board 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. SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. The adoption of SFAS No. 133 is not expected to have a material impact. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION THREE MONTHS ENDED SEPTEMBER 30, 1998, COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1997 Revenue for the third quarter ended September 30, 1998, was $56,977,000 compared with $57,856,000 for the quarter ended September 30, 1997, a decrease of $879,000 or 2%. The oil and gas services segment revenue of $30,633,000 decreased 14% from last year's third quarter of $35,512,000. This was due, in large part, to decreased foreign activity, primarily in Venezuela due to the reorganization of the Venezuelan national oil company, coupled with an overall decrease in domestic activity. In addition, oil and natural gas prices have decreased 24 and 26 percent, respectively, compared to the comparable period in the prior year and the number of working rigs in the United States has decreased approximately 25 percent from the third quarter of 1997. The third quarter oil and gas services segment revenue was also negatively impacted by poor weather conditions in the Gulf of Mexico and gulf states region. The powerboat manufacturing segment revenue for the quarter ended September 30, 1998, increased to $22,420,000 or 17% from last year's third quarter of $19,136,000 as the result of an increase in Chaparral's market share. Cost of goods sold for the third quarter ended September 30, 1998, was $20,405,000 compared to $17,191,000 for the third quarter ended September 30, 1997, an increase of $3,214,000 or 19%. This increase is comparable to the increase in sales for the third quarter for the powerboat manufacturing segment. Net income for the quarter ended September 30, 1998, was $3,753,000 or $0.13 diluted earnings per share versus net income of $5,409,000 or $0.18 diluted earnings per share for the quarter ended September 30, 1997. Basic earnings per share was $0.13 cents per share versus $0.19 cents per share last year. The decrease in earnings from the same period one year ago was due to the decreased revenues coupled with decreased profit margins for the oil and gas services segment offset to some extent by the increase in the profit margins for the powerboat manufacturing segment. 6 of 11 RPC, INC. AND SUBSIDIARIES ITEM 2. CONT'D NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1997 Revenue for the nine months ended September 30, 1998 was $190,292,000 compared with $183,092,000 for the nine months ended September 30, 1997, an increase of $7,200,000 or 4%. The oil and gas services segment revenue decreased by less than 1% and the powerboat manufacturing segment increased 7%. The oil and gas services revenue has experienced a slight decrease for the nine months as a result of the overall declines in drilling activity and decreased foreign activity, primarily in Venezuela, due to the reorganization of the Venezuelan national oil company. The powerboat manufacturing revenue increased due to Chaparral's increased market share. Cost of goods sold for the nine months ended September 30, 1998, was $68,236,000 compared to $64,574,000 for the third quarter ended September 30, 1997, an increase of $3,662,000 or 6%. This increase is comparable to the increase in sales for the nine months for the powerboat manufacturing segment. Net income for the nine months ended September 30, 1998 was $15,817,000 or $0.54 diluted earnings per share versus net income of $15,628,000 or $0.53 diluted earnings per share for the nine months ended September 30, 1997. Basic earnings per share was $0.54 compared to $0.54 for the comparable period last year. The increase in earnings from the same period one year ago was due to the overall revenue increase coupled with the improved profit margins for both the oil and gas services and the powerboat manufacturing segments, offset by an increase in the effective income tax rate from 34.5% last year to 38% this year. FINANCIAL CONDITION The Company's current ratio remained strong as of September 30, 1998, with current assets of $76,517,000 exceeding current liabilities of $34,164,000 by a ratio of 2.2-to-1. This compares to a current ratio of 2.3-to-1 at December 31, 1997. Capital expenditures during the first nine months of 1998 totaling $24,360,000 were primarily for revenue-producing equipment in the oil and gas services segment. The remainder was spent on various purchases for the other business segments. Funding for future capital requirements will be provided from operations. The Company is in the process of assessing the effect of Year 2000 on the Company's operating plans and systems. The Company is developing a plan for identifying, 7 of 11 RPC, INC. AND SUBSIDIARIES ITEM 2. CONT'D renovating, testing and implementing its systems for Year 2000 processing and internal control requirements. The Company is also in the process of developing strategies for evaluating the risks associated with the Year 2000 issue with respect to its major customers and suppliers. The cost of becoming Year 2000 compliant has not yet been determined; however, management feels such cost will not be material to the Company's financial 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 trends in the boating industry, 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 conform with the Company's expectations, including economic conditions, conditions in the industries in which the Company operates, competition, 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 & QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company has not entered into transactions or contracts which require disclosure pursuant to this item. 8 of 11 RPC, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION Appropriate proposals of stockholders intended to be presented at the Company's 1999 Annual Meeting of Stockholders pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the Company by December 2, 1998 for inclusion in its Proxy Statement and form of proxy relating to that meeting. If the date of the 1999 Annual Meeting is subsequently advanced or delayed by more than 30 calendar days from the 1998 Annual Meeting, the Company shall, in a timely manner, inform its stockholders of the change and the date by which such proposals of stockholders must be received. In addition, all stockholder proposals submitted outside of the stockholder proposal rules promulgated pursuant to Rule 14a-8 under the Exchange Act must be received by the Company by February 15, 1999 in order to be considered timely. If such stockholder proposals are not timely received, proxyholders will have discretionary voting authority with regard to any such stockholder proposals which may come before the Annual Meeting. With regard to such stockholder proposals, if the date of the 1999 annual meeting is subsequently advanced or delayed by more than 30 days from the date of the 1998 Annual Meeting to which the Proxy Statement relates, the Company shall, in a timely manner, inform stockholders of the change and the date by which proposals must be received. 9 of 11 RPC, INC. AND SUBSIDIARIES ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits (3)(1)(a) The Company's Certificate of Incorporation (3)(1)(b) The Company's Certificates of Amendment of the Certificate of Incorporation Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed or required to be filed during the quarter ended September 30, 1998. 10 of 11 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 13, 1998 Richard A. Hubbell President and Chief Operating Officer /s/ Ben M. Palmer --------------------------------------------- Date: November 13, 1998 Ben M. Palmer Vice President, Treasurer and Chief Financial Officer 11 of 11 EX-99.(3)(1)(A) 2 EXHIBIT 99(3)(1)(A) Exhibit (3)(1)(a) RPC's Certificate of Incorporation CERTIFICATE OF INCORPORATION OF RPC ENERGY SERVICES, INC. The undersigned, acting as incorporator of a corporation under the General Corporation Law of Delaware, adopts the following Certificate of Incorporation for such corporation: FIRST. The names of this corporation is RPC Energy Services, Inc. SECOND: Its registered office in the State of Delaware is located at No. 100 West Tenth street, in the city of Wilmington, County of New Castle, and the name of its registered agent at such address in charge thereof is The Corporation Trust Company. THIRD. The nature of the business and the objects and purposes to be transacted, promoted and carried on are to do any or all of the things herein mentioned as fully and to the same extent as natural persons might or could do, and in any part of the world, viz.: To carry on business in the United States or elsewhere as consignees, factors, agents, commission merchants or merchants to buy, sell, manipulate and deal in at wholesale or retail, drilling muds, chemicals, cements, and/or other additives used by or in connection with the business of exploring, mining, drilling for oil, gas, sulphur, liquid and gaseous hydrocarbons and other minerals. To purchase, acquire, or dispose of, construct, lease, maintain and operate in this state and elsewhere, factories, plants, machinery, equipment, supplies, warehouses, trucks, tugs, barges, ships, or marsh equipment which may be necessary, convenient or incidental to engage in the business of oil field drilling. To engage in the general manufacturing (or contracting) business and especially the business of designing, building and erecting barges, boats, tugs, ships, or vessels, marsh equipment, including but not limited to marsh buggies, sleds, tractors, and plows; to engage in the general building business and to obtain, buy, sell, lease or otherwise deal in patents, patent rights, equipment, engines, and machinery of all kinds; to acquire, purchase, construct, manufacture, fabricate, process and prepare in any fashion whatsoever all of the above named or any other buildings, machines, machinery, equipment, in any and all manners, methods or ways whatsoever, whether now in existence or hereafter conceived, patented, developed or devised. To search for, explore, mine, drill and otherwise seek oil, gas, sulphur, liquid ad gaseous hydrocarbons and other minerals in any manner whatsoever, either for its own account as owners, mineral owners or lessees, or for the account of others under contracts or otherwise, and generally do all and everything necessary, desirable or proper in connection with the exploration for or production of oil, gas and other minerals. To purchase, construct, devise, maintain, operate, lease, lend or borrow oil and gas well machinery, equipment, rigs, derricks, barges, dredges, boats, mining machinery and equipment of any nature or kinds, whether now in existence or hereafter devised, designed or invented; To refine, distill, or otherwise process oil, gas and all other minerals in any fashion whatsoever, either by contract or by construction, operation and maintenance of refineries, distilling units or other plants, factories or methods, whether now in existence of hereafter conceived, developed, patented or devised. To engage in the leasing, rental, handling and servicing of pipe, equipment and tools used by drilling contractors and oil and gas companies, and in connection therewith, to invent, design, develop, exploit, improve, alter, manufacture, fabricate, assemble, install, repair, service, maintain, buy, sell, import, export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, receive, obtain, hold, grant, assign, and transfer contracts, selling rights, licensing arrangements, options, franchises, and other rights, in respect of, and generally deal in and with, at wholesale and retail, as agent, representative, broker, merchant, distributor, jobber, advisor, or in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, and without limiting the generality of the foregoing, oil field, pipe line and refinery tools, dies, instruments, machinery, appliances, devices, accessories, and related and unrelated products and objects of all kinds, together with the components thereof, and machines, facilities, devices, supplies and equipment for fabricating, preparing, sharpening, repairing, altering, and producing oil field, pipe line and refinery tools, dies, instruments, machinery, appliances, devised, accessories, and related and unrelated products and objects of all kinds. To engage in and conduct the business of swabbing, to remove fluids and solids from well bores to stimulate the natural flow of oil and to provide related services necessary to appropriate to the general business of the corporation. To engage in the oil services industry generally and to work with all materials, machinery, implements and articles necessary or appropriate thereto. To purchase, take, own, hold, deal in, mortgage or otherwise lien and to lease, sell, exchange, convey, transfer or in any manner whatsoever dispose of real property, within or without the State of Delaware. To manufacture, purchase or otherwise acquire and to hold, own, mortgage or otherwise lien, pledge, lease, sell, assign, exchange, transfer or in any manner dispose of, and to invest, deal and trade in and with goods, wares, merchandise and personal property of any and every class and description, within or without the State of Delaware. To acquire the good will, rights and property and to undertake the whole or any part of the assets and liabilities of any person, firm, association or corporation; to pay for the same in cash, the stock of this company, bonds or otherwise; to hold or in any manner to dispose of the whole or any part of the property so purchased; to conduct in any lawful manner the whole or any part of any business so acquired and to exercise all the powers necessary or convenient in and about the conduct and management of such business. To guarantee, purchase or otherwise acquire, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of the capital stock, bonds or other evidences of indebtedness created by other corporations and while the holder of such stock to exercise all the rights and privileges of ownership, including the right to vote thereon, to the same extent as a natural person might or could do. To purchase or otherwise acquire, apply for, register, hold, use, sell or in any manner dispose of and to grant licenses or other rights in and in any manner deal with patents, inventions, improvements, processes, formulas, trademarks, trade names, rights and licenses secured under letters patent copyrights or otherwise. To enter into, make and perform contracts of any kind for any lawful purpose, with any person, firm, association or corporation, town, city, county, body politic, state, territory, government or colony or dependency thereof. To borrow money for any of the purposes of the corporation and to draw, make, accept, endorse, discount, execute, issue, sell, pledge or otherwise dispose of promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable, transferable or non-transferable instruments and evidences of indebtedness and to secure the payment thereof and the interest thereon by mortgage or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation at the time owned or thereafter acquired. To purchase, hold, sell and transfer the shares of its capital stock. To engage in any business or transaction permitted by the General Corporation Law of Delaware. To have one or more offices and to conduct any and all of its operations and business and to promote its objects, within or without the State of Delaware, without restriction as to place or amount. To carry on any other business in connection therewith. To do any or all of the things herein set forth as principal, agent, contractor, trustee or otherwise, alone or in company with others. The objects and purposes specified herein shall be regarded as independent objects and purposes and, except where otherwise expressed, shall in in no way limited nor restricted by reference to or inference from the terms of any other clause or paragraph of the Certificate of Incorporation. The foregoing shall be construed both as objects and powers and the enumeration thereof shall not be held to limit or restrict in any manner the general powers conferred on this corporation by the laws of the State of Delaware. FOURTH. The Total number of shares of stock which this corporation shall have authority to issue is Fifty-One Million (51,000,000) shares, divided into two classes, namely, Preferred Stock and Common Stock. The number of shares of Preferred Stock which this corporation is authorized to issue is One Million (1,000,000) shares of the par value of Ten Cents ($0.10) per share, and the number of shares of Common Stock which this corporation is authorized to issue is Fifty Million (50,000,000) shares of the par value of Ten Cents ($0.10) per share. There is hereby expressly granted to the board of directors of the corporation the power and authority to issue the Preferred Stock as a class without series, or if so determined from time to time, in one or more series, and to fix the voting powers, full or limited, or not voting powers, and such designations, preferences and relative, participating, optional or other special rights of the class of the Preferred Stock or of one or more series thereof and the qualifications, limitations or restrictions thereof with respect to the Preferred Stock authorized herein in a resolution or resolutions adopted by the board of directors providing for the issue of said stock. The holders of preferred Stock shall have no preemptive rights to subscribe for any shares of any class of stock of the corporation whether now or hereafter authorized. The board of directors is further authorized to provide that the Preferred Stock, when issued, may be convertible into or exchangeable for shares of any other class or classes of stock of the corporation or of any series of the same at such price or prices or rates of exchange and with such adjustments as shall be stated or expressed in the resolution or resolutions providing for the issue of such Preferred Stock adopted by the board of directors as hereinabove provided. Each and every resolution adopted by the board of directors providing for the issuance of the preferred Stock as a class or in series within such class from time to time shall be, under certificate of the proper officers of the corporation, filed with the Secretary of State of Delaware and a certified copy thereof shall be recorded in the same manner as certificates of incorporation are required to be filed and recorded. No holder of Common Stock shall be entitled as such, as a matter of right, to subscribe for or to purchase any part of any new or additional issue of stock of any class whatsoever. FIFTH. The minimum amount of capital with which the Corporation will commence business is one thousand dollars ($1,000). SIXTH. This corporation is to have perpetual existence. SEVENTH The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever. EIGHTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized: To make, alter, amend and repeal the bylaws; To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to alter or abolish any such reserve; to authorize and cause to be executed mortgage and liens upon the property and franchises of this corporation; To designate, by resolution passed by a majority of the whole board, one or more committees, each to consist of one or more directors, to the extent provided in such resolution or in the bylaws of the corporation, shall have and may exercise any or all of the powers of the board of directors in the management of the business and affairs of this corporation and have power to authorize the seal of this corporation to be affixed to all papers which may require it. From time to time to determine whether and to what extent and at what times and places and under what conditions and regulations the books and accounts of this corporation, or any of them other than the stock ledger, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account or book or documents of the corporation, except as conferred by law or authorized by resolution of the directors or of the stockholders. To sell, lease or exchange all of its property and assets, including its good-will and its corporate franchises, upon such terms and conditions and for such consideration, which may be in whole or in part shares of stock in, and/or other securities of, any other corporation or corporations, when and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders' meeting duly called for that purpose. This corporation may in its bylaws confer powers additional to the foregoing upon the directors, in addition to the powers and authorities expressly conferred upon them by law. NINTH. If the bylaws so provide, the stockholders and directors shall have power to hold their meetings, to have an office or offices and to keep the books of this corporation (subject to the provisions of the statute) outside of the State of Delaware at such places as may from time to time be designated by the bylaws or by resolution of the directors. TENTH. This corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed by law and all rights conferred on officers, directors and stockholders herein are granted subject to this reservation. ELEVENTH. Any action required or permitted to be taken at any annual or special meeting of stockholders shall be taken only at such a meeting and shall not be taken by the written consent of stockholders in lieu of a meeting. TWELFTH. The name and address of the initial sole director is: Name Address ---- ------- O. Wayne Rollins 2170 Piedmont Road, N.E. Atlanta, Georgia THIRTEENTH. The name and address of the incorporator is: Name Address ---- ------- V.A. Brookens 100 West Tenth Street Wilmington, Delaware 19801 IN WITHNESS WHEREOF, the undersigned executes this Certificate of Incorporation this 20th day of January, 1984. ---------------- Incorporator V.A. Brookens EX-99.(3)(1)(B) 3 EXHIBIT 99(3)(1)(B) Exhibit (3)(1)(b) RPC's Certificates of Amendment of the Certificate of Incorporation CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF RPC ENERGY SERVICES, INC. IT IS HEREBY CERTIFIED THAT: FIRST: The name of the corporation is RPC Energy Services, Inc., a Delaware Corporation (the " Corporation"). SECOND: That at a meeting of the Board of Directors of RPC Energy Services, Inc, resolutions were duly adopted setting forth a proposed amendment "FIFTEENTH" (the "Amendment") to the Certificate of Incorporation of the Corporation, declaring said Amendment to be advisable and calling a meeting of the stockholder of the Corporation for consideration. THIRD: That thereafter, pursuant to the resolution of its Board of Directors, a regular meeting of the Stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the Amendment. FOURTH: The certificate of Incorporation of the Corporation is hereby amended by adding the following new article FIFTEENTH: FIFTEENTH: A director of this corporation shall not be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of this corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. Any repeal or modification of this paragraph by the stockholders of this corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of this corporation existing at the time of such repeal or modification." FIFTH: The Amendment of the Certification of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Richard A. Hubbell, its President and attested by Linda H. Graham, its Secretary this 20th day of August, 1987. RPC ENERGY SERVICES, INC. - -------------------------------------------------------------------------------- Richard A. Hubbell, President Attest: - -------------------------------------------------------------------------------- Linda Graham, Secretary CERTIFICATE OF CORRECTION FILED TO CORRECT CERTAIN ERRORS IN THE CERTIFICATE OF RPC ENERGY SERVICES, INC. OF DELAWARE FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON JANUARY 20, 1984, AND RECORDED IN THE OFFICE OF THE RECORDER OF DEEDS FOR NEW CASTLE COUNTY, DELAWARE, ON JANUARY 20, 1984. RPC Energy Services, Inc. (the "Company"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. The name of the Company is RPC Energy Services, Inc. 2. That a Certificate of Incorporation was filed by the Secretary of State of Delaware on January 20, 1984 recorded in the office of the Recorder of Deeds of New Castle county on January 20, 1984 and that said Certificate requires correction as permitted by subsection (F) of section 103 of The General Corporation Law of the State of Delaware. 3. The inaccuracies or defects of said Certificate to be corrected are as follows: a) the second line of the fourth paragraph of Article THIRD found on page 2 of the Certificate contains the typographical error "ad," which should read "and". b) the twenty-fourth line of the seventh paragraph of Article THIRD found on page 2 of the Certificate contained the typographical error "devised," which should read "devices." 4. Article THIRD of the Certificate is hereby corrected as follows: a) The second line of the fourth paragraph is corrected in its entirety as follows: "gas, sulphur, liquid and gaseous hydrocarbons and other minerals" b) The twenty-fourth line of the seventh paragraph is corrected to read in its entirety as follows: "devices, accessories, and related products and unrelated products and". IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by R. Randall Rollins, its Chairman and President and attested by Harrison Jones II, its Secretary this 12th day of April, 1984. RPC ENERGY SERVICES, INC. - -------------------------------------------------------------------------------- R. Randall Rollins Attest: - -------------------------------------------------------------------------------- Harrison Jones II CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF RPC ENERGY SERVICES, INC. IT IS HEREBY CERTIFIED THAT: 1. The name of the corporation (the " Corporation") is RPC Energy Services, Inc. 2. The Certificate of Incorporation of the Corporation (the " Certificate of Incorporation") is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article the following Article: "FOURTH. The total number of shares of stock which this corporation shall have authority to issue is 36,000,000 shares, divided into two classes, namely, Preferred Stock and Common Stock. The number of shares of Preferred Stock which this corporation is authorized to issue is One Million (1,000,000) shares of the par value of Ten Cents ($0.10) per share, and the number of shares of Common Stock which this corporation is authorized to issue is Thirty-five Million (35,000,000) shares of the par value of Ten Cents ($0.10) per share." 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 of the State of Delaware. IN WITNESS WHEREOF, RPC Energy Services, Inc. has caused this certificate to be signed by its President and attested by its Secretary this 3rd day of June, 1992. - -------------------------------------------------------------------------------- Richard A. Hubbell, President Attest: - -------------------------------------------------------------------------------- Linda Graham, Secretary CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF RPC ENERGY SERVICES, INC. IT IS HEREBY CERTIFIED THAT: 1. The name of the corporation is RPC Energy Services, Inc. (the "Corporation"). 2. The Certificate of 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 Attest: - -------------------------------------------------------------------------------- Linda Graham, Secretary [CORPORATE SEAL] CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF RPC, INC. IT IS HEREBY CERTIFIED THAT: 1. The name of the corporation is RPC, Inc., a corporation organized and existing under the Delaware General Corporation Law (the "Corporation"). 2. The Certificate of Incorporation of the Corporation, as amended (the "Certificate of Incorporation") is hereby amended by striking out the Article FOURTH, in its entirety, and substituting in lieu thereof, the following new paragraph: "FOURTH. The total number of shares of stock which this corporation shall have authority to issue is Eighty Million (80,000,000) shares, divided into two (2) classes, namely, Preferred Stock and Common Stock, This corporation is authorized to issue One Million (1,000,000) shares of Ten Cents ($0.10) par value Preferred Stock, and Seventy-Nine Million (79,000,000) shares of Ten Cents ($0.10) par value Common Stock." 3. The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law. In WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its President and attested by its Secretary as of this 4th day of June, 1998. ` RPC, Inc. - -------------------------------------------------------------------------------- Richard A. Hubbell, President Attest: - -------------------------------------------------------------------------------- Linda Graham, Secretary CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF RPC ENERGY SERVICES, INC. RPC Energy Services, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY; FIRST: That the sole director of said corporation, by written consent, filed with the minutes of the Board of Directors, duly adopted a resolution proposing and declaring advisable the following amendment: RESOLVED, that the Certificate of Incorporation of this corporation be amended by adding Article FOURTEENTH which shall read as follows: "FOURTEENTH. (1) For purposes of this Article, the following terms shall have the following meanings: (a) "Acquiring Entity' means any corporation, person, group, firm, trust, partnership or other entity, or any parent, subsidiary or other affiliate of such entity, which is the beneficial owner, directly or indirectly, or 20% or more of this corporation's outstanding voting securities (taken together as a single class) and which first becomes beneficial owner of 20% or more of such securities after August 1, 1984. Any corporation, person, group, firm, trust, partnership or other entity will be deemed to be the beneficial owner of any voting securities of this corporation: (i) which it owns directly, whether or not of record. (ii) which it has the right to acquire pursuant to any agreement or arrangement or understanding or upon exercise of conversion rights, exchange rights, warrants or options or otherwise, (iii) which are beneficially owned, directly or indirectly (including shares deemed to be owned through application of clause (ii) above), by any `affiliate' or `associate' as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1984, or (iv) which are beneficially owned, directly or indirectly (including shares deemed owned through application of clause (ii) above), by any other corporation, person, group, firm, trust, partnership or other entity with which it or any of its subsidiaries, `affiliates' or `associates' has any agreement or arrangement or understanding for the purpose of acquiring, holding, voting or disposing of this corporation's voting securities. For the purpose of this Article FOURTEENTH, in determining whether a corporation, person, group, firm, trust, partnership of other entity owns beneficially, directly or indirectly, 20% or more of this corporation's outstanding voting securities, this corporation's outstanding voting securities will be deemed to include any voting securities that may be issuable pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, exchange rights, warrants, options or otherwise which are deemed to be beneficially owned by such corporation, person, group, firm, trust, partnership or other entity pursuant to the foregoing provisions of this paragraph 1 notwithstanding the inability of such entity to vote such shares. (b) `Continuing Director' means any member of the Board of Directors of this corporation who is unaffiliated with the Acquiring Entity and who was a member of the Board of Directors of the Corporation prior to the time that the Acquiring Entity became an Acquiring Entity, and any successor of a Continuing Director who is unaffiliated with the Acquiring Entity and is recommended to succeed a Continuing Director by a majority of Continuing Directors than on the Board of Directors of this corporation. (c) `Special Business Combination' means: (i) any merger or consolidation of this corporation with or into an Acquiring Entity; (ii) any sale, lease, exchange or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of this corporation to an Acquiring Entity; (iii) any sale, lease, exchange, or other disposition (in one transaction or a series of related transactions) by an Acquiring Entity to this corporation or any subsidiary of this corporation of any assets (except assets having an aggregate fair market value at the time of such transaction of less than $10,000,000) in exchange for any voting securities (or securities convertible into or exchangeable for voting securities, or options, warrants or rights to purchase voting securities or securities convertible into or exchangeable for voting securities) of this corporation or any subsidiary of this corporation; or (iv) any reclassification of securities, reverse stock split or combination of shares, recapitalization or other transaction designed to decrease the number of holders of this corporation's voting securities remaining after any other corporation, person, group, firm, trust, partnership or other entity has become an Acquiring Entity. Notwithstanding the foregoing, any transaction which would otherwise consititue a Special Business Combination shall not constitute a Special Business Combination if the conditions specified in subsection (x) or subsection (y) of this paragraph 1(C)are satisfied: (x) a majority of the Continuing Directors approve the transaction, provided that this condition (x) shall not be capable of satisfaction unless there is at lease one Continuing Director; or (y) the transaction (i) does not change any voting security holder's percentage ownership of voting securities in any successor to this corporation from the percentage of voting securities beneficially owned by such holder in this corporation; and (ii) provides that the provisions of this Article, without any amendment, change, alteration, or deletion, will apply to any successor to this corporation; and (iii) does not transfer all or substantially all of this corporation's assets, other than to a wholly owned subsidiary of this corporation. (2) No Special Business Combination shall be effected unless it is approved at a meeting of this corporation's stockholders called for that purpose. This presence in person or by proxy of the holders of at least 80% of the outstanding voting securities of this corporation entitled to vote at such meeting shall be required to constitute a quorum at any such meeting. The affirmative vote of the holders of at least 75% of the outstanding voting securities of this corporation entitled to vote at such meeting shall be required for approval of any such Special Business Combination. (3) The quorum and affirmative vote required by this Article will be in addition to any vote of this Corporation's security holders otherwise required by law, this Certificate of Incorporation, a resolution providing for the issuance of a class or series of stock which has been adopted by the Board of Directors, or any agreement between this corporation and any national securities exchange. (4) No amendment, alteration, change or repeal of any provision of this Article may be effected unless it is approved at a meeting of this Corporation's stockholders called for that purpose. The presence in person or by proxy of the holders of at least 80% of the outstanding voting securities of this corporation entitled to vote at such meeting shall be required to constitute a quorum at any such meeting. Notwithstanding any other provision of this Certificate of Incorporation, the affirmative vote of the holders of at least 75% of the outstanding voting securities entitled to vote at such meeting shall be required to amend, alter, change, or repeal, directly or indirectly, any provision of this Article." SECOND: That in lieu of a meeting and vote of stockholder, the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware. IN WITNESS THEREOF, said corporation, RPC Energy Services, Inc. has caused this certificate to be signed: by: R. Randall Rollins its Chairman and President and attested by: Harrison Jones II its Secretary this 12th day of April, 1984. RPC Energy Services, Inc. by: R. Randall Rollins ATTEST: by: Harrison Jones II EX-27 4 EXHIBIT 27
5 1,000 3-MOS DEC-31-1998 JUL-01-1998 SEP-30-1998 8,353 3,841 40,546 7,388 17,282 76,517 216,322 148,505 183,623 34,164 804 0 0 2,897 141,590 183,623 0 56,977 20,405 47,458 4,074 0 0 6,055 2,302 3,753 0 0 0 3,753 0.13 0.13
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