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Proc-Type: 2001,MIC-CLEAR
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[X] |
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
[ ] |
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware (State of Incorporation) |
58-1550825 (I.R.S. Employer Identification No.) |
Title of
each class COMMON STOCK, $0.10 PAR VALUE |
Name of each exchange on which registered NEW YORK STOCK EXCHANGE |
Blowout
Preventors |
Diverters |
|||||
High Pressure
Manifolds and valves |
Drill
Pipe |
|||||
Hevi-wate Drill
Pipe |
Drill
Collars |
|||||
Tubing |
Handling Tools |
|||||
Production
Related Rental Tools |
Coflexip Hoses |
|||||
Pumps |
Name and Office with Registrant |
Age |
Date First Elected to Present Office |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
R. Randall
Rollins (1) |
76 |
1/24/84 | ||||||||
Chairman of
the Board |
||||||||||
Richard A.
Hubbell (2) |
63 |
4/22/03 | ||||||||
President
and Chief Executive Officer |
||||||||||
Linda H.
Graham (3) |
71 |
1/27/87 | ||||||||
Vice
President and Secretary |
||||||||||
Ben M.
Palmer (4) |
47 |
7/8/96 | ||||||||
Vice
President, Chief Financial Officer and Treasurer |
(1) |
R. Randall Rollins began working for Rollins, Inc. (consumer services) in 1949. At the time of the spin-off of RPC from Rollins, in 1984, Mr. Rollins was elected Chairman of the Board and Chief Executive Officer of RPC. He remains Chairman of RPC and stepped down as the Chief Executive Officer effective April 22, 2003. He has served as Chairman of the Board of Marine Products Corporation (boat manufacturing) since it was spun-off in February 2001 and Chairman of the Board of Rollins, Inc. since October 1991. He is also a director of Dover Downs Gaming and Entertainment, Inc. and Dover Motorsports, Inc. |
(2) |
Richard A. Hubbell has been the President of RPC since 1987 and Chief Executive Officer since April 22, 2003. He has also been the President and Chief Executive Officer of Marine Products Corporation since it was spun-off in February 2001. Mr. Hubbell serves on the Board of Directors for both of these companies. |
(3) |
Linda H. Graham has been the Vice President and Secretary of RPC since 1987. She has also been the Vice President and Secretary of Marine Products Corporation since it was spun-off in February 2001. Ms. Graham serves on the Board of Directors for both of these companies. |
(4) |
Ben M. Palmer has been the Vice President, Chief Financial Officer and Treasurer of RPC since 1996. He has also been the Vice President, Chief Financial Officer and Treasurer of Marine Products Corporation since it was spun-off in February 2001. |
2007 |
2006 |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quarter |
|
High |
|
Low |
|
Dividends |
|
High |
|
Low |
|
Dividends |
|||||||||||||||
First
|
$ | 18.35 | $ | 14.20 | $ | 0.05 | $ | 23.72 | $ | 12.33 | $ | 0.033 | |||||||||||||||
Second
|
18.94 | 15.77 | 0.05 | 23.19 | 12.83 | 0.033 | |||||||||||||||||||||
Third
|
17.25 | 11.34 | 0.05 | 16.97 | 11.53 | 0.033 | |||||||||||||||||||||
Fourth |
14.40 | 10.65 | 0.05 | 17.95 | 11.17 | 0.033 |
Period |
|
Total Number of Shares (or Units) Purchased |
|
Average Price Paid Per Share (or Unit) |
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet be Purchased Under the Plans or Programs |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
October 1,
2007 to October 31, 2007 |
296,900 | (1) | $ | 11.10 | | 4,066,965 | ||||||||||||
November 1,
2007 to November 30, 2007 |
1,132,200 | (1) | 10.94 | | 4,066,965 | |||||||||||||
December 1,
2007 to December 31, 2007 |
137,300 | (1) | 10.92 | | 4,066,965 | |||||||||||||
Totals
|
1,566,400 | $ | 10.97 | | 4,066,965 |
(1) |
Consists of shares purchased by affiliated purchasers under Rule 10b - 18 of the Securities Exchange Act in open market transactions. These affiliated purchases were made by RFT Investment Co. LLC of which LOR, Inc. is the manager. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. |
Years Ended December 31, |
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
2003 |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(in thousands, except employee and per share
amounts) |
|
|||||||||||||||||||||
Revenues
|
$ | 690,226 | $ | 596,630 | $ | 427,643 | $ | 339,792 | $ | 270,527 | |||||||||||||
Cost of
services rendered and goods sold |
368,175 | 287,037 | 227,492 | 193,659 | 168,766 | ||||||||||||||||||
Selling,
general and administrative expenses |
107,800 | 91,051 | 75,478 | 65,871 | 52,268 | ||||||||||||||||||
Depreciation
and amortization |
78,506 | 46,711 | 39,129 | 34,473 | 33,094 | ||||||||||||||||||
Gain on
disposition of assets, net(a) |
(6,293 | ) | (5,969 | ) | (12,169 | ) | (5,551 | ) | (36 | ) | |||||||||||||
Operating
profit |
142,038 | 177,800 | 97,713 | 51,340 | 16,435 | ||||||||||||||||||
Interest
expense |
(4,179 | ) | (356 | ) | (127 | ) | (311 | ) | (284 | ) | |||||||||||||
Interest
income |
70 | 319 | 1,077 | 243 | 131 | ||||||||||||||||||
Other income,
net |
1,905 | 1,085 | 2,077 | 1,931 | 1,288 | ||||||||||||||||||
Income before
income taxes |
139,834 | 178,848 | 100,740 | 53,203 | 17,570 | ||||||||||||||||||
Income tax
provision(b) |
52,785 | 68,054 | 34,256 | 18,430 | 6,677 | ||||||||||||||||||
Net income(b) |
$ | 87,049 | $ | 110,794 | $ | 66,484 | $ | 34,773 | $ | 10,893 | |||||||||||||
Earnings per
share: |
|||||||||||||||||||||||
Basic
|
$ | 0.90 | $ | 1.16 | $ | 0.70 | $ | 0.36 | $ | 0.11 | |||||||||||||
Diluted
|
$ | 0.89 | $ | 1.13 | $ | 0.67 | $ | 0.36 | $ | 0.11 | |||||||||||||
Dividends paid
per share |
$ | 0.200 | $ | 0.133 | $ | 0.071 | $ | 0.036 | $ | 0.030 | |||||||||||||
OTHER
DATA: |
|||||||||||||||||||||||
Operating
margin percent |
20.6 | % | 29.8 | % | 22.8 | % | 15.1 | % | 6.1 | % | |||||||||||||
Net cash
provided by operations |
$ | 141,872 | $ | 118,228 | $ | 66,362 | $ | 50,374 | $ | 50,631 | |||||||||||||
Net cash used
for investing activities |
(239,624 | ) | (151,085 | ) | (62,415 | ) | (37,215 | ) | (34,670 | ) | |||||||||||||
Net cash
provided by (used for) financing activities |
101,361 | 22,777 | (20,774 | ) | (5,825 | ) | (5,192 | ) | |||||||||||||||
Depreciation
and amortization(c) |
78,506 | 46,711 | 39,129 | 34,500 | 33,182 | ||||||||||||||||||
Capital
expenditures |
$ | 248,758 | $ | 159,831 | $ | 72,808 | $ | 49,869 | $ | 30,356 | |||||||||||||
Employees at
end of period |
2,370 | 2,000 | 1,649 | 1,596 | 1,529 | ||||||||||||||||||
BALANCE SHEET DATA AT END OF YEAR: |
|||||||||||||||||||||||
Accounts
receivable, net |
$ | 176,154 | $ | 148,469 | $ | 107,428 | $ | 75,793 | $ | 53,719 | |||||||||||||
Working
capital |
144,338 | 111,302 | 95,215 | 77,509 | 63,226 | ||||||||||||||||||
Property,
plant and equipment, net |
433,126 | 262,797 | 141,218 | 114,222 | 109,163 | ||||||||||||||||||
Total assets
|
701,015 | 478,007 | 311,785 | 262,942 | 226,864 | ||||||||||||||||||
Current
portion of long-term debt |
| | | 2,700 | 1,110 | ||||||||||||||||||
Long-term
debt(d) |
156,400 | 35,600 | | 2,100 | 4,800 | ||||||||||||||||||
Total
stockholders equity |
$ | 409,272 | $ | 335,287 | $ | 232,501 | $ | 181,423 | $ | 151,106 |
(a) |
Gain on disposition of assets, net in 2005 includes a $10.7 million pre-tax gain ($0.07 after tax per diluted share) on the sale of certain assets during third quarter of 2005. In 2004 the gain on disposition, net includes a $3.3 million pre-tax gain ($0.02 after tax per diluted share) on the sale of certain operating assets during the fourth quarter of 2004. |
(b) |
During the fourth quarter of 2005, the income tax provision and net income reflect the receipt of tax refunds of $3.5 million related to the successful resolution of certain tax matters, which had a positive impact of $0.04 after tax per diluted share. |
(c) |
Prior to the sale of our overhead crane fabricator in April 2004, depreciation and amortization differed from depreciation and amortization presented in the statements of operations. This difference is due to depreciation related to the manufacturing of goods which was included in cost of services rendered and goods sold. |
(d) |
Effective September 2006, the Company closed on a new revolving credit facility for up to $250 million. In 2005, the Company prepaid a $2.8 million promissory note and the remaining balance was paid in full upon maturity of a promissory note in July 2005. |
|
To focus our management resources on and invest our capital in equipment and geographic markets that we believe will earn high returns on capital, and maintain an appropriate capital structure. |
|
To maintain a flexible cost structure that can respond quickly to volatile industry conditions and business activity levels. |
|
To deliver equipment and services to our customers safely. |
|
To maintain and increase market share. |
|
To maximize shareholder return by optimizing the balance between cash invested in the Companys productive assets, the payment of dividends to shareholders, and the repurchase of our common stock on the open market. |
|
To align the interests of our management and shareholders. |
|
To maintain an efficient, low-cost capital structure, which includes an appropriate use of debt. |
Years Ended December 31, ($ in thousands except per share data, average natural gas prices, average oil prices) |
|
2007 |
|
2006 |
|
2005 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Consolidated
revenues |
$ | 690,226 | $ | 596,630 | $ | 427,643 | ||||||||
Revenues by
business segment: |
||||||||||||||
Technical
|
$ | 574,723 | $ | 495,090 | $ | 363,139 | ||||||||
Support
|
115,503 | 101,540 | 64,487 | |||||||||||
Other
|
| | 17 | |||||||||||
Consolidated
operating profit |
$ | 142,038 | $ | 177,800 | $ | 97,713 | ||||||||
Operating
profit by business segment: |
||||||||||||||
Technical
|
$ | 116,493 | $ | 153,126 | $ | 84,048 | ||||||||
Support
|
29,955 | 30,953 | 11,990 | |||||||||||
Other
|
| | (273 | ) | ||||||||||
Corporate
expenses |
(10,703 | ) | (12,248 | ) | (10,221 | ) | ||||||||
Gain on
disposition of assets, net |
6,293 | 5,969 | 12,169 | |||||||||||
Net income
|
$ | 87,049 | $ | 110,794 | $ | 66,484 | ||||||||
Earnings per
share diluted |
$ | 0.89 | $ | 1.13 | $ | 0.67 | ||||||||
Percentage of
cost of services rendered and goods sold to revenues |
53 | % | 48 | % | 53 | % | ||||||||
Percentage of
selling, general and administrative expenses to revenues |
16 | % | 15 | % | 18 | % | ||||||||
Percentage of
depreciation and amortization expense to revenues |
11 | % | 8 | % | 9 | % | ||||||||
Effective
income tax rate |
37.7 | % | 38.1 | % | 34.0 | % | ||||||||
Average U.S.
domestic rig count |
1,768 | 1,649 | 1,383 | |||||||||||
Average
natural gas price (per thousand cubic feet (mcf)) |
$ | 6.93 | $ | 6.65 | $ | 8.86 | ||||||||
Average oil price (per barrel) |
$ | 72.78 | $ | 66.36 | $ | 56.61 |
(in thousands) |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2007 |
2006 |
2005 |
|||||||||||||
Net cash
provided by operating activities |
$ | 141,872 | $ | 118,228 | $ | 66,362 | |||||||||
Net cash used
for investing activities |
(239,624 | ) | (151,085 | ) | (62,415 | ) | |||||||||
Net cash
provided by (used for) financing activities |
101,361 | 22,777 | (20,774 | ) |
Contractual obligations |
|
Payments due by period |
|
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
|
Total |
|
Less than 1 year |
|
13 years |
|
35 years |
|
More than 5 years |
|||||||||||||
Long-term debt
obligations |
$ | 156,400 | $ | | $ | | $ | 156,400 | $ | | |||||||||||||
Interest on
long-term debt obligations |
34,596 | 8,649 | 25,947 | | | ||||||||||||||||||
Capital lease
obligations |
| | | | | ||||||||||||||||||
Operating
leases (1) |
11,148 | 182 | 7,632 | 2,298 | 1,036 | ||||||||||||||||||
Purchase
obligations (2) |
34,181 | 34,181 | | | | ||||||||||||||||||
Other
long-term liabilities (3) |
2,673 | | 2,673 | | | ||||||||||||||||||
Total
contractual obligations |
$ | 238,998 | $ | 43,012 | $ | 36,252 | $ | 158,698 | $ | 1,036 |
(1) |
Operating leases include agreements for various office locations, office equipment, and certain operating equipment. |
(2) |
Includes agreements to purchase goods or services that have been approved and that specify all significant terms (pricing, quantity, and timing). As part of the normal course of business the Company enters into purchase commitments to manage its various operating needs. |
(3) |
Includes expected cash payments for long-term liabilities reflected on the balance sheet where the timing of the payments are known. These amounts include incentive compensation. These amounts exclude pension obligations with uncertain funding requirements and deferred compensation liabilities. |
/s/ Richard A.
Hubbell _______________________________ Richard A. Hubbell President and Chief Executive Officer |
/s/
Ben M. Palmer _______________________________ Ben M. Palmer Chief Financial Officer and Treasurer |
December 31, |
|
2007 |
|
2006 |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
ASSETS |
||||||||||||||
Cash and cash
equivalents |
$ | 6,338 | $ | 2,729 | ||||||||||
Accounts
receivable, net |
176,154 | 148,469 | ||||||||||||
Inventories |
29,602 | 21,188 | ||||||||||||
Deferred
income taxes |
3,974 | 4,384 | ||||||||||||
Income taxes
receivable |
12,296 | 3,939 | ||||||||||||
Prepaid
expenses and other current assets |
6,696 | 5,245 | ||||||||||||
Current
assets |
235,060 | 185,954 | ||||||||||||
Property,
plant and equipment, net |
433,126 | 262,797 | ||||||||||||
Goodwill |
24,093 | 24,093 | ||||||||||||
Other
assets |
8,736 | 5,163 | ||||||||||||
Total
assets |
$ | 701,015 | $ | 478,007 | ||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||
LIABILITIES |
||||||||||||||
Accounts
payable |
$ | 61,371 | $ | 50,568 | ||||||||||
Accrued
payroll and related expenses |
17,972 | 13,289 | ||||||||||||
Accrued
insurance expenses |
4,753 | 3,327 | ||||||||||||
Accrued state,
local and other taxes |
1,719 | 2,797 | ||||||||||||
Income taxes
payable |
4,340 | 4,217 | ||||||||||||
Other accrued
expenses |
567 | 454 | ||||||||||||
Current
liabilities |
90,722 | 74,652 | ||||||||||||
Long-term
accrued insurance expenses |
8,166 | 6,892 | ||||||||||||
Notes payable
to banks |
156,400 | 35,600 | ||||||||||||
Long-term
pension liabilities |
4,527 | 9,185 | ||||||||||||
Deferred
income taxes |
29,236 | 12,073 | ||||||||||||
Other
long-term liabilities |
2,692 | 4,318 | ||||||||||||
Total
liabilities |
291,743 | 142,720 | ||||||||||||
Commitments
and contingencies |
||||||||||||||
STOCKHOLDERS EQUITY |
||||||||||||||
Preferred
stock, $0.10 par value, 1,000,000 shares authorized, none issued |
| | ||||||||||||
Common stock,
$0.10 par value, 159,000,000 shares authorized, 98,039,336 and 97,213,668 shares issued and outstanding in 2007 and 2006,
respectively |
9,804 | 9,721 | ||||||||||||
Capital in
excess of par value |
16,728 | 13,595 | ||||||||||||
Retained
earnings |
385,281 | 317,705 | ||||||||||||
Accumulated
other comprehensive loss |
(2,541 | ) | (5,734 | ) | ||||||||||
Total
stockholders equity |
409,272 | 335,287 | ||||||||||||
Total
liabilities and stockholders equity |
$ | 701,015 | $ | 478,007 |
Years ended December 31, |
|
2007 |
|
2006 |
|
2005 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
REVENUES |
$ | 690,226 | $ | 596,630 | $ | 427,643 | ||||||||
COSTS AND
EXPENSES: |
||||||||||||||
Cost of
services rendered and goods sold |
368,175 | 287,037 | 227,492 | |||||||||||
Selling,
general and administrative expenses |
107,800 | 91,051 | 75,478 | |||||||||||
Depreciation
and amortization |
78,506 | 46,711 | 39,129 | |||||||||||
Gain on
disposition of assets, net |
(6,293 | ) | (5,969 | ) | (12,169 | ) | ||||||||
Operating
profit |
142,038 | 177,800 | 97,713 | |||||||||||
Interest
expense |
(4,179 | ) | (356 | ) | (127 | ) | ||||||||
Interest
income |
70 | 319 | 1,077 | |||||||||||
Other
income, net |
1,905 | 1,085 | 2,077 | |||||||||||
Income
before income taxes |
139,834 | 178,848 | 100,740 | |||||||||||
Income tax
provision |
52,785 | 68,054 | 34,256 | |||||||||||
Net
income |
$ | 87,049 | $ | 110,794 | $ | 66,484 | ||||||||
EARNINGS
PER SHARE |
||||||||||||||
Basic |
$ | 0.90 | $ | 1.16 | $ | 0.70 | ||||||||
Diluted |
$ | 0.89 | $ | 1.13 | $ | 0.67 | ||||||||
Dividends
paid per share |
$ | 0.200 | $ | 0.133 | $ | 0.071 |
Three Years Ended | Comprehensive | Common Stock | Capital in Excess of |
Deferred | Retained | Accumulated Other Comprehensive |
||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
December 31, 2007 |
|
Income (Loss) |
|
Shares |
|
Amount |
|
Par Value |
|
Compensation |
|
Earnings |
|
Loss |
|
Total |
||||||||||||||||||
Balance, December 31, 2004 |
97,234 | $ | 9,723 | $ | 21,924 | $ | (3,527 | ) | $ | 160,189 | $ | (6,886 | ) | $ | 181,423 | |||||||||||||||||||
Stock issued
for stock incentive plans, net |
417 | 42 | 5,344 | (3,125 | ) | | | 2,261 | ||||||||||||||||||||||||||
Stock
purchased and retired |
(739 | ) | (74 | ) | (11,332 | ) | | | | (11,406 | ) | |||||||||||||||||||||||
Net
income |
$ | 66,484 | | | | | 66,484 | | 66,484 | |||||||||||||||||||||||||
Minimum
pension liability, net of taxes |
(987 | ) | | | | | | (987 | ) | (987 | ) | |||||||||||||||||||||||
Unrealized
gain on securities, net of taxes |
178 | | | | | | 178 | 178 | ||||||||||||||||||||||||||
Comprehensive income |
$ | 65,675 | ||||||||||||||||||||||||||||||||
Dividends
declared |
| | | | (6,766 | ) | | (6,766 | ) | |||||||||||||||||||||||||
Stock-based
compensation |
| | | 1,261 | | | 1,261 | |||||||||||||||||||||||||||
Excess tax
benefits for share- based payments |
| | 53 | | | | 53 | |||||||||||||||||||||||||||
Three-for-two stock split |
(234 | ) | (23 | ) | 23 | | | | | |||||||||||||||||||||||||
Balance, December 31, 2005 |
96,678 | 9,668 | 16,012 | (5,391 | ) | 219,907 | (7,695 | ) | 232,501 | |||||||||||||||||||||||||
Stock issued
for stock incentive plans, net |
491 | 49 | 2,533 | | | | 2,582 | |||||||||||||||||||||||||||
Stock
purchased and retired |
(119 | ) | (12 | ) | (3,252 | ) | | | | (3,264 | ) | |||||||||||||||||||||||
Net
income |
$ | 110,794 | | | | | 110,794 | | 110,794 | |||||||||||||||||||||||||
Minimum
pension liability, net of taxes |
2,108 | | | | | | 2,108 | 2,108 | ||||||||||||||||||||||||||
Unrealized
loss on securities, net of taxes |
(147 | ) | | | | | | (147 | ) | (147 | ) | |||||||||||||||||||||||
Comprehensive income |
$ | 112,755 | ||||||||||||||||||||||||||||||||
Dividends
declared |
| | | | (12,996 | ) | | (12,996 | ) | |||||||||||||||||||||||||
Stock-based
compensation |
| | 2,384 | | | | 2,384 | |||||||||||||||||||||||||||
Excess tax
benefits for share- based payments |
| | 1,325 | | | | 1,325 | |||||||||||||||||||||||||||
Adoption of
SFAS 123(R) |
| | (5,391 | ) | 5,391 | | | | ||||||||||||||||||||||||||
Three-for-two stock split |
164 | 16 | (16 | ) | | | | | ||||||||||||||||||||||||||
Balance, December 31, 2006 |
97,214 | 9,721 | 13,595 | | 317,705 | (5,734 | ) | 335,287 | ||||||||||||||||||||||||||
Stock issued
for stock incentive plans, net |
989 | 99 | 1,654 | | | | 1,753 | |||||||||||||||||||||||||||
Stock
purchased and retired |
(163 | ) | (16 | ) | (2,838 | ) | | | | (2,854 | ) | |||||||||||||||||||||||
Net
income |
$ | 87,049 | | | | | 87,049 | | 87,049 | |||||||||||||||||||||||||
Pension
adjustment, net of taxes |
2,535 | | | | | | 2,535 | 2,535 | ||||||||||||||||||||||||||
Unrealized
gain on securities, net of taxes |
486 | | | | | | 486 | 486 | ||||||||||||||||||||||||||
Foreign
currency translation, net of taxes |
172 | | | | | | 172 | 172 | ||||||||||||||||||||||||||
Comprehensive income |
$ | 90,242 | ||||||||||||||||||||||||||||||||
Dividends
declared |
| | | | (19,473 | ) | | (19,473 | ) | |||||||||||||||||||||||||
Stock-based
compensation |
| | 3,189 | | | | 3,189 | |||||||||||||||||||||||||||
Excess tax benefits for share- based payments |
| | 1,128 | | | | 1,128 | |||||||||||||||||||||||||||
Balance, December 31, 2007 |
98,040 | $ | 9,804 | $ | 16,728 | $ | | $ | 385,281 | $ | (2,541 | ) | $ | 409,272 |
Years ended December 31, |
|
2007 |
|
2006 |
|
2005 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
OPERATING
ACTIVITIES |
||||||||||||||
Net
income |
$ | 87,049 | $ | 110,794 | $ | 66,484 | ||||||||
Adjustments to
reconcile net income to net cash provided by operating activities: |
||||||||||||||
Depreciation
and amortization |
78,493 | 46,726 | 39,129 | |||||||||||
Stock-based
compensation |
3,189 | 2,384 | 1,261 | |||||||||||
Gain on
disposition of assets, net |
(6,293 | ) | (5,969 | ) | (12,169 | ) | ||||||||
Deferred
income tax provision (benefit) |
15,738 | 2,817 | (1,851 | ) | ||||||||||
Excess tax
benefits for share-based payments |
(1,128 | ) | (1,325 | ) | | |||||||||
Changes in
current assets and liabilities: |
||||||||||||||
Accounts
receivable |
(27,497 | ) | (41,093 | ) | (31,635 | ) | ||||||||
Income taxes
receivable |
(7,229 | ) | (1,347 | ) | | |||||||||
Inventories |
(8,316 | ) | (7,886 | ) | (2,445 | ) | ||||||||
Prepaid
expenses and other current assets |
(568 | ) | (1,463 | ) | (81 | ) | ||||||||
Accounts
payable |
7,826 | 8,958 | 7,048 | |||||||||||
Income taxes
payable |
123 | 774 | 796 | |||||||||||
Accrued
payroll and related expenses |
4,683 | 3,713 | (49 | ) | ||||||||||
Accrued
insurance expenses |
1,426 | (368 | ) | (180 | ) | |||||||||
Accrued state,
local and other taxes |
(1,078 | ) | 1,597 | 402 | ||||||||||
Other accrued
expenses |
46 | (90 | ) | (381 | ) | |||||||||
Changes in
working capital |
(30,584 | ) | (37,205 | ) | (26,525 | ) | ||||||||
Changes in
other assets and liabilities: |
||||||||||||||
Accrued
pension |
(3,067 | ) | (802 | ) | 643 | |||||||||
Accrued
insurance expenses |
1,274 | 724 | (283 | ) | ||||||||||
Other
non-current assets |
(1,173 | ) | (1,118 | ) | (871 | ) | ||||||||
Other
non-current liabilities |
(1,626 | ) | 1,202 | 544 | ||||||||||
Net cash
provided by operating activities |
141,872 | 118,228 | 66,362 | |||||||||||
INVESTING
ACTIVITIES |
||||||||||||||
Capital
expenditures |
(248,758 | ) | (159,831 | ) | (72,808 | ) | ||||||||
Purchase of
businesses |
| | (8,836 | ) | ||||||||||
Proceeds from
sale of assets |
9,134 | 8,746 | 19,229 | |||||||||||
Net cash used
for investing activities |
(239,624 | ) | (151,085 | ) | (62,415 | ) | ||||||||
FINANCING
ACTIVITIES |
||||||||||||||
Payment of
dividends |
(19,473 | ) | (12,996 | ) | (6,766 | ) | ||||||||
Borrowings
from notes payable to banks |
478,600 | 115,171 | | |||||||||||
Repayments of
notes payable to banks |
(357,800 | ) | (79,571 | ) | | |||||||||
Debt issue
costs for notes payable to banks |
| (469 | ) | | ||||||||||
Payments on
debt |
| | (4,800 | ) | ||||||||||
Excess tax
benefits for share-based payments |
1,128 | 1,325 | | |||||||||||
Cash paid for
common stock purchased and retired |
(1,730 | ) | (2,024 | ) | (10,268 | ) | ||||||||
Proceeds
received upon exercise of stock options |
636 | 1,341 | 1,060 | |||||||||||
Net cash
provided by (used for) financing activities |
101,361 | 22,777 | (20,774 | ) | ||||||||||
Net increase
(decrease) in cash and cash equivalents |
3,609 | (10,080 | ) | (16,827 | ) | |||||||||
Cash and cash
equivalents at beginning of year |
2,729 | 12,809 | 29,636 | |||||||||||
Cash and cash
equivalents at end of year |
$ | 6,338 | $ | 2,729 | $ | 12,809 |
Note 1: |
Significant Accounting Policies |
1. |
Federal taxes receivable have been reported gross on the current asset section of the balance sheet rather than being netted with state taxes payable. |
2. |
State taxes payable is reported as part of income taxes payable on the current liabilities section of the balance sheet rather than being netted with federal taxes receivable. Foreign taxes payable is reported as part of income taxes payable on the current liabilities section of the balance sheet rather than as part of accrued state, local and other taxes. |
3. |
Certain administrative expenses related to investment earnings have been presented as part of interest income rather than interest expense on the consolidated statements of operations. |
December 31, |
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
|
2007 |
|
2006 |
||||||||
Non-compete
agreements |
$ | 300,000 | $ | 300,000 | |||||||
Less:
accumulated amortization |
(300,000 | ) | (300,000 | ) | |||||||
$ | | $ | |
|
2007 |
|
2006 |
|
2005 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Basic |
96,267,732 | 95,242,593 | 95,052,283 | |||||||||||
Dilutive
effect of stock options and restricted shares |
2,094,333 | 2,953,428 | 3,457,083 | |||||||||||
Diluted |
98,362,065 | 98,196,021 | 98,509,366 |
December 31, |
|
2007 |
|
2006 |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
||||||||||||||
Trade
receivables: |
||||||||||||||
Billed |
$ | 134,522 | $ | 118,018 | ||||||||||
Unbilled |
43,513 | 34,624 | ||||||||||||
Other
receivables |
3,336 | 731 | ||||||||||||
Total |
181,371 | 153,373 | ||||||||||||
Less:
Allowance for doubtful accounts |
(5,217 | ) | (4,904 | ) | ||||||||||
Accounts
receivable, net |
$ | 176,154 | $ | 148,469 |
Years Ended December 31, |
|
2007 |
|
2006 |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
||||||||||||||
Beginning
balance |
$ | 4,904 | $ | 4,080 | ||||||||||
Bad debt
expense |
3,119 | 1,492 | ||||||||||||
Accounts
written-off |
(2,940 | ) | (1,379 | ) | ||||||||||
Recoveries |
134 | 711 | ||||||||||||
Ending
balance |
$ | 5,217 | $ | 4,904 |
December 31, |
|
2007 |
|
2006 |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
||||||||||||||
Land |
$ | 14,817 | $ | 9,715 | ||||||||||
Buildings and
leasehold improvements |
43,959 | 33,650 | ||||||||||||
Operating
equipment |
496,216 | 347,230 | ||||||||||||
Capitalized
software |
14,300 | 13,457 | ||||||||||||
Furniture and
fixtures |
3,764 | 3,545 | ||||||||||||
Vehicles |
170,647 | 110,714 | ||||||||||||
Construction
in progress |
9,926 | 8,396 | ||||||||||||
Gross
property, plant and equipment |
753,629 | 526,707 | ||||||||||||
Less:
accumulated depreciation |
(320,503 | ) | (263,910 | ) | ||||||||||
Net property,
plant and equipment |
$ | 433,126 | $ | 262,797 |
Years ended December 31, |
|
2007 |
|
2006 |
|
2005 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
||||||||||||||
Current
provision: |
||||||||||||||
Federal |
$ | 29,589 | $ | 56,104 | $ | 31,563 | ||||||||
State |
4,857 | 8,155 | 4,305 | |||||||||||
Foreign |
2,601 | 978 | 239 | |||||||||||
Deferred
provision (benefit): |
||||||||||||||
Federal |
14,531 | 2,429 | (1,890 | ) | ||||||||||
State |
1,207 | 388 | 39 | |||||||||||
Total income
tax provision |
$ | 52,785 | $ | 68,054 | $ | 34,256 |
Years ended December 31, |
|
2007 |
|
2006 |
|
2005 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Federal
statutory rate |
35.0 | % | 35.0 | % | 35.0 | % | ||||||||
State income
taxes, net of federal benefit |
2.8 | 3.2 | 2.9 | |||||||||||
Tax
credits |
(1.6 | ) | (0.6 | ) | (1.1 | ) | ||||||||
Federal and
state refunds |
0.1 | | (3.4 | ) | ||||||||||
Adjustments
to foreign tax liabilities |
| (1.1 | ) | (0.7 | ) | |||||||||
Other |
1.4 | 1.6 | 1.3 | |||||||||||
Effective
tax rate |
37.7 | % | 38.1 | % | 34.0 | % |
December 31, |
|
2007 |
|
2006 |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
||||||||||||||
Deferred tax
assets: |
||||||||||||||
Self-insurance |
$ | 5,220 | $ | 4,298 | ||||||||||
Pension |
| 3,427 | ||||||||||||
State net
operating loss carryforwards |
1,704 | 1,560 | ||||||||||||
Bad
debts |
2,099 | 1,875 | ||||||||||||
Accrued
payroll |
857 | 1,730 | ||||||||||||
Stock-based
compensation |
1,785 | 1,238 | ||||||||||||
All
others |
52 | | ||||||||||||
Valuation
allowance |
(1,503 | ) | (1,342 | ) | ||||||||||
Gross deferred
tax assets |
10,214 | 12,786 | ||||||||||||
Deferred tax
liabilities: |
||||||||||||||
Depreciation |
(30,909 | ) | (18,164 | ) | ||||||||||
Goodwill
amortization |
(2,954 | ) | (2,258 | ) | ||||||||||
Pension |
(962 | ) | | |||||||||||
All
others |
(651 | ) | (53 | ) | ||||||||||
Gross deferred
tax liabilities |
(35,476 | ) | (20,475 | ) | ||||||||||
Net deferred
tax liabilities |
$ | (25,262 | ) | $ | (7,689 | ) |
(in thousands) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance as of
January 1, 2007 |
$ | 922 | ||||||||||||
Additions
based on tax positions related to current year |
$ | 0 | ||||||||||||
Additions for
tax positions of prior years |
$ | 3 | ||||||||||||
Reductions for
tax positions of prior years |
$ | 915 | ||||||||||||
Balance at
December 31, 2007 |
$ | 10 |
|
the Base Rate, which is the greater of SunTrust Banks prime rate for the day of the borrowing and a fluctuating rate per annum equal to the Federal Funds Rate plus .50%; or |
|
with respect to any Eurodollar borrowings, Adjusted LIBOR (which equals LIBOR as increased to account for the maximum reserve percentages established by the U.S. Federal Reserve) plus a margin ranging from .40% to ..80%, based upon RPCs then-current consolidated debt-to-EBITDA |
ratio. In addition, RPC will pay an annual fee ranging from .10% to .20% of the total credit facility based upon RPCs then-current consolidated debt-to-EBITDA ratio. |
|
Pension Adjustment |
|
Unrealized Gain (Loss) On Securities |
|
Foreign Currency Translation |
|
Total |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Balance at
December 31, 2005 |
$ | (8,070 | ) | $ | 375 | $ | | $ | (7,695 | ) | ||||||||
Change during
2006: |
||||||||||||||||||
Before-tax
amount |
3,627 | (248 | ) | | 3,379 | |||||||||||||
Tax (expense)
benefit |
(1,519 | ) | 101 | | (1,418 | ) | ||||||||||||
Total activity
in 2006 |
2,108 | (147 | ) | | 1,961 | |||||||||||||
Balance at
December 31, 2006 |
$ | (5,962 | ) | $ | 228 | | $ | (5,734 | ) | |||||||||
Change during
2007: |
||||||||||||||||||
Before-tax
amount |
3,992 | 757 | 271 | 5,027 | ||||||||||||||
Tax expense
|
(1,457 | ) | (271 | ) | (99 | ) | (1,834 | ) | ||||||||||
Total activity
in 2007 |
2,535 | 486 | 172 | 3,193 | ||||||||||||||
Balance at
December 31, 2007 |
$ | (3,427 | ) | $ | 714 | $ | 172 | $ | (2,541 | ) |
(in thousands) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2008 |
$ | 2,805 | ||||||||||||
2009 |
2,661 | |||||||||||||
2010 |
2,166 | |||||||||||||
2011 |
1,557 | |||||||||||||
2012 |
741 | |||||||||||||
Thereafter |
1,036 | |||||||||||||
Total rental
commitments |
$ | 10,966 |
December 31, |
|
2007 |
|
2006 |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
||||||||||||||
Accumulated
Benefit Obligation at end of year |
$ | 30,149 | $ | 32,172 | ||||||||||
CHANGE IN
PROJECTED BENEFIT OBLIGATION: |
||||||||||||||
Benefit
obligation at beginning of year |
$ | 32,172 | $ | 33,801 | ||||||||||
Service
cost |
| | ||||||||||||
Interest
cost |
1,759 | 1,705 | ||||||||||||
Amendments |
| | ||||||||||||
Actuarial
(gain) loss |
(2,415 | ) | (2,131 | ) | ||||||||||
Benefits
paid |
(1,367 | ) | (1,203 | ) | ||||||||||
Projected
benefit obligation at end of year |
$ | 30,149 | $ | 32,172 | ||||||||||
CHANGE IN PLAN
ASSETS: |
||||||||||||||
Fair value of
plan assets at beginning of year |
$ | 26,127 | $ | 22,344 | ||||||||||
Actual return
on plan assets |
3,038 | 2,386 | ||||||||||||
Employer
contribution |
4,750 | 2,600 | ||||||||||||
Benefits
paid |
(1,367 | ) | (1,203 | ) | ||||||||||
Fair value of
plan assets at end of year |
32,548 | 26,127 | ||||||||||||
Funded status
at end of year |
$ | 2,399 | $ | (6,045 | ) |
December 31, |
|
2007 |
|
2006 |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
||||||||||||||
AMOUNTS
RECOGNIZED IN THE CONSOLIDATED BALANCE SHEETS CONSIST OF: |
||||||||||||||
Noncurrent
assets |
$ | 2,399 | $ | | ||||||||||
Current
liabilities |
| | ||||||||||||
Noncurrent
liabilities |
| (6,045 | ) | |||||||||||
$ | 2,399 | $ | (6,045 | ) |
AMOUNTS
(PRE-TAX) RECOGNIZED IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) CONSIST OF: |
||||||||||||||
(in
thousands) |
||||||||||||||
Net
Loss |
$ | 5,398 | $ | 9,389 | ||||||||||
Prior service
cost |
| | ||||||||||||
Net transition
obligation |
| | ||||||||||||
$ | 5,398 | $ | 9,389 |
December 31, |
|
2007 |
|
2006 |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
||||||||||||||
Funded
status |
$ | 2,399 | (1) | $ | (6,045 | ) | ||||||||
SERP employer
contributions/deferrals |
(4,525 | ) | (3,140 | ) | ||||||||||
Long-term
pension liabilities |
$ | (4,525 | ) | $ | (9,185 | ) |
(1) |
The defined benefit pension plan is over-funded and has been included as part of other assets for 2007. |
Years ended December 31, |
|
2007 |
|
2006 |
2005 |
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
||||||||||||||
Service cost
for benefits earned during the period |
$ | | $ | | $ |
|||||||||
Interest
cost on projected benefit obligation |
1,759 | 1,705 | 1,744 |
|||||||||||
Expected
return on plan assets |
(2,321 | ) | (1,888 | ) | (1,714) |
|||||||||
Amortization
of net loss (gain) |
860 | 998 | 1,054 |
|||||||||||
Net periodic
benefit cost |
$ | 298 | $ | 815 | $1,084 |
(in thousands) |
|
2007 |
|
2006 |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net loss
(gain) |
$ | (3,132 | ) | $ | (2,629 | ) | ||||||||
Amortization
of net (loss) gain |
(860 | ) | (998 | ) | ||||||||||
Net transition
obligation (asset) |
| | ||||||||||||
Amount
recognized in other comprehensive income |
$ | (3,992 | ) | $ | (3,627 | ) |
(in thousands) |
|
2008 |
||||
---|---|---|---|---|---|---|
Amortization
of net loss (gain) |
$ | 277 | ||||
Prior service
cost (credit) |
| |||||
Net transition
obligation (asset) |
| |||||
Estimated net
periodic cost |
$ | 277 |
December 31, |
|
2007 |
|
2006 |
2005 |
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Projected
Benefit Obligation: |
||||||||||||||
Discount
rate |
6.25 | % | 5.50 | % | 5.50% |
|||||||||
Rate of
compensation increase |
N/A | N/A | N/A |
|||||||||||
Net
Benefit Cost: |
||||||||||||||
Discount
rate |
5.50 | % | 5.50 | % | 5.75% |
|||||||||
Expected
return on plan assets |
8.00 | % | 8.00 | % | 8.00% |
|||||||||
Rate of compensation increase |
N/A | N/A | N/A |
Asset Category |
|
Target Allocation for 2008 |
|
Percentage of Plan Assets as of December 31, 2007 |
Percentage of Plan Assets as of December 31, 2006 |
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity
Securities |
42.2 | % | 48.1 | % | 49.6% |
|||||||||
Debt
Securities Core Fixed Income |
8.9 | % | 27.1 | % | 28.6% |
|||||||||
Tactical
Fund of Equity and Debt Securities |
7.8 | % | 5.2 | % | 5.4% |
|||||||||
Real
Estate |
11.1 | % | 5.7 | % | 5.5% |
|||||||||
Other |
30.0 | % | 13.9 | % | 10.9% |
|||||||||
Total |
100.0 | % | 100.0 | % | 100.0% |
(in thousands) |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2008 |
$ | 1,568 | ||||||||||||
2009 |
1,598 | |||||||||||||
2010 |
1,681 | |||||||||||||
2011 |
1,698 | |||||||||||||
2012 |
1,780 | |||||||||||||
2013-2017 |
10,131 |
Year ended December 31, |
|
2005 |
||||
---|---|---|---|---|---|---|
(in thousands) |
||||||
Net income
as reported |
$ | 66,484 | ||||
Add:
Stock-based employee compensation expense included in reported net income, net of related tax effect |
781 | |||||
Deduct: Total
stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effect |
(1,859 | ) | ||||
Pro forma net
income |
$ | 65,406 | ||||
Pro forma
income per share would have been as follows: |
||||||
Basic
as reported |
$ | 0.70 | ||||
Basic
pro forma |
$ | 0.69 | ||||
Diluted
as reported |
$ | 0.67 | ||||
Diluted
pro forma |
$ | 0.66 |
|
Shares |
|
Weighted Average Exercise Price |
|
Weighted Average Remaining Contractual Life |
|
Aggregate Intrinsic Value |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outstanding
at January 1, 2007 |
2,471,846 | $ | 3.10 | 4.41 | years | |||||||||||||
Granted |
| | N/A | |||||||||||||||
Exercised |
(571,659 | ) | 3.19 | N/A | ||||||||||||||
Forfeited |
(21,935 | ) | 3.14 | N/A | ||||||||||||||
Expired |
| | N/A | |||||||||||||||
Outstanding
at December 31, 2007 |
1,878,252 | $ | 3.11 | 3.32 | years | $ | 16,153,000 | |||||||||||
Exercisable
at December 31, 2007 |
1,605,888 | $ | 3.16 | 3.02 | years | $ | 13,730,000 |
|
Shares |
|
Weighted Average Grant-Date Fair Value |
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Non-vested
shares at January 1, 2007 |
1,437,859 | $ | 7.70 | |||||||||||
Granted |
463,750 | 17.61 | ||||||||||||
Vested |
(284,780 | ) | 4.67 | |||||||||||
Forfeited |
(46,597 | ) | 13.45 | |||||||||||
Non-vested
shares at December 31, 2007 |
1,570,232 | $ | 11.01 |
|
Technical Services |
|
Support Services |
|
Other |
|
Corporate |
|
Gain on disposition of assets, net |
|
Total |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
||||||||||||||||||||||||||
2007 |
||||||||||||||||||||||||||
Revenues |
$ | 574,723 | $ | 115,503 | $ | | $ | | $ | | $ | 690,226 | ||||||||||||||
Operating
profit (loss) |
116,493 | 29,955 | | (10,703 | ) | 6,293 | 142,038 | |||||||||||||||||||
Capital
expenditures |
211,389 | 35,138 | | 2,231 | | 248,758 | ||||||||||||||||||||
Depreciation
and amortization |
59,436 | 18,106 | | 964 | | 78,506 | ||||||||||||||||||||
Identifiable
assets |
480,840 | 168,027 | | 52,148 | | 701,015 | ||||||||||||||||||||
2006 |
||||||||||||||||||||||||||
Revenues |
$ | 495,090 | $ | 101,540 | $ | | $ | | $ | | $ | 596,630 | ||||||||||||||
Operating
profit (loss) |
153,126 | 30,953 | | (12,248 | ) | 5,969 | 177,800 | |||||||||||||||||||
Capital
expenditures |
125,138 | 28,902 | | 5,791 | | 159,831 | ||||||||||||||||||||
Depreciation
and amortization |
31,805 | 13,974 | | 932 | | 46,711 | ||||||||||||||||||||
Identifiable
assets |
320,637 | 125,627 | | 31,743 | | 478,007 | ||||||||||||||||||||
2005 |
||||||||||||||||||||||||||
Revenues |
$ | 363,139 | $ | 64,487 | $ | 17 | $ | | $ | | $ | 427,643 | ||||||||||||||
Operating
profit (loss) |
84,048 | 11,990 | (273 | ) | (10,221 | ) | 12,169 | 97,713 | ||||||||||||||||||
Capital
expenditures |
43,626 | 28,280 | | 902 | | 72,808 | ||||||||||||||||||||
Depreciation
and amortization |
27,510 | 10,453 | | 1,166 | | 39,129 | ||||||||||||||||||||
Identifiable assets |
192,172 | 88,067 | | 31,546 | | 311,785 |
Years ended December 31, |
|
2007 |
|
2006 |
|
2005 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
||||||||||||||
United States
Revenues |
$ | 649,116 | $ | 566,636 | $ | 413,315 | ||||||||
International
Revenues |
41,110 | 29,994 | 14,328 | |||||||||||
$ | 690,226 | $ | 596,630 | $ | 427,643 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Plan Category |
|
(A) Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
(B) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
|
(C) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity
compensation plans approved by securityholders |
1,878,252 | $ | 3.11 | 3,437,668 | (1) | |||||||||
Equity
compensation plans not approved by securityholders |
| | | |||||||||||
Total |
1,878,252 | $ | 3.11 | 3,437,668 |
(1) |
All of the securities can be issued in the form of restricted stock or other stock awards. |
1. |
Consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements and Schedule are filed as part of this report. |
2. |
The financial statement schedule listed in the accompanying Index to Consolidated Financial Statements and Schedule is filed as part of this report. |
3. |
Exhibits listed in the accompanying Index to Exhibits are filed as part of this report. The following such exhibits are management contracts or compensatory plans or arrangements: |
10.1 |
2004 Stock Incentive Plan (incorporated herein by reference to Appendix B to the Registrants definitive Proxy Statement filed on March 24, 2004). |
10.6 |
Form of stock option grant agreement (incorporated herein by reference to Exhibit 10.1 to Form 10-Q filed on November 2, 2004). |
10.7 |
Form of time lapse restricted stock grant agreement (incorporated herein by reference to Exhibit 10.2 to Form 10-Q filed on November 2, 2004). |
10.8 |
Form of performance restricted stock grant agreement (incorporated herein by reference to Exhibit 10.3 to Form 10-Q filed on November 2, 2004). |
10.9 |
Summary of ‘at will compensation arrangements with the Executive Officers as of February 28, 2006 (incorporated by reference to Exhibit 10.9 to the Form 10-K filed on March 13, 2006). |
10.10 |
Summary of compensation arrangements with the Directors as of February 28, 2005 (incorporated herein by reference to Exhibit 10.10 to the Form 10-K filed on March 16, 2005). |
10.11 |
Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.11 to the Form 10-K filed on March 16, 2005). |
10.12 |
Summary of ‘At-Will compensation arrangements with the Executive Officers as of February 28, 2007 (incorporated herein by reference to Exhibit 10.12 to the Form 10-K filed on March 2, 2007). |
10.13 |
Summary of Compensation Arrangements with Non-Employee Directors as of February 28, 2007 (incorporated herein by reference to Exhibit 10.13 to the Form 10-K filed on March 2, 2007). |
10.14 |
First Amendment to 1994 Employee Stock Incentive Plan and 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Form 10-K filed on March 2, 2007). |
10.15 |
Performance-Based Incentive Cash Compensation Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed April 28, 2006). |
10.16 |
Summary of At-Will of Compensation Arrangements with Executive Officers as of February 28, 2008. |
10.17 |
Summary of Compensation Arrangements with Non-Employee Directors as of February 28, 2008. |
Exhibit Number |
|
Description |
||||
---|---|---|---|---|---|---|
3.1A | Restated certificate of incorporation of RPC, Inc. (incorporated herein by reference to exhibit 3.1 to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1999). |
|||||
3.1B | Certificate of Amendment of Certificate of Incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(B) to the Quarterly Report on
Form 10-Q filed May 8, 2006). |
|||||
3.2 | Bylaws
of RPC, Inc. (incorporated herein by reference to Exhibit 3.1 to the Form 8-K filed on October 25, 2007). |
|||||
4 | Form
of Stock Certificate (incorporated herein by reference to the Annual Report on Form 10-K for the fiscal year ended December 31,
1998). |
|||||
10.1 | 2004
Stock Incentive Plan (incorporated herein by reference to Appendix B to the Registrants definitive Proxy Statement filed on March 24,
2004). |
|||||
10.2 | Agreement Regarding Distribution and Plan of Reorganization, dated February 12, 2001, by and between RPC, Inc. and Marine Products Corporation
(incorporated herein by reference to Exhibit 10.2 to the Form 10-K filed on February 13, 2001). |
|||||
10.3 | Employee Benefits Agreement dated February 12, 2001, by and between RPC, Inc., Chaparral Boats, Inc. and Marine Products Corporation
(incorporated herein by reference to Exhibit 10.3 to the Form 10-K filed on February 13, 2001). |
|||||
10.4 | Transition Support Services Agreement dated February 12, 2001 by and between RPC, Inc. and Marine Products Corporation (incorporated herein by
reference to Exhibit 10.4 to the Form 10-K filed on February 13, 2001). |
|||||
10.5 | Tax
Sharing Agreement dated February 12, 2001, by and between RPC, Inc. and Marine Products Corporation (incorporated herein by reference to Exhibit 10.5
to the Form 10-K filed on February 13, 2001). |
|||||
10.6 | Form
of stock option grant agreement (incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed on November 2, 2004). |
|||||
10.7 | Form
of time lapse restricted stock grant agreement (incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed on November 2,
2004). |
|||||
10.8 | Form
of performance restricted stock grant agreement (incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed on November 2,
2004). |
|||||
10.9 | Summary of ‘at will compensation arrangements with the Executive Officers as of February 28, 2006 (incorporated by reference to
Exhibit 10.9 to the Form 10-K filed on March 13, 2006). |
|||||
10.10 | Summary of compensation arrangements with the Directors as of February 28, 2005 (incorporated herein by reference to Exhibit 10.10 to the Form
10-K filed on March 16, 2005). |
|||||
10.11 | Supplemental Retirement Plan (incorporated herein by reference to Exhibit 10.11 to the Form 10-K filed on March 16, 2005). |
|||||
10.12 | Summary of ‘At-Will compensation arrangements with the Executive Officers as of February 28, 2007 (incorporated herein by
reference to Exhibit 10.12 to the Form 10-K filed on March 2, 2007). |
|||||
10.13 | Summary of Compensation Arrangements with Non-Employee Directors as of February 28, 2007 (incorporated herein by reference to Exhibit 10.13 to
the Form 10-K filed on March 2, 2007). |
|||||
10.14 | First
Amendment to 1994 Employee Stock Incentive Plan and 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.14 to the Form 10-K filed
on March 2, 2007). |
|||||
10.15 | Performance-Based Incentive Cash Compensation Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed April 28,
2006). |
Exhibit Number |
|
Description | ||||
---|---|---|---|---|---|---|
10.16 | Summary of At-Will of Compensation Arrangements with Executive Officers as of February 28, 2008. |
|||||
10.17 | Summary of Compensation Arrangements with Non-Employee Directors as of February 28, 2008 |
|||||
10.18 | Revolving Credit Agreement dated September 8, 2006 between RPC, Banc of America, N.A., SunTrust Bank and certain other Lenders party thereto
(incorporated by reference to Exhibit 99.1 to the Form 8-K dated September 8, 2006). |
|||||
21 | Subsidiaries of RPC |
|||||
23 | Consent of Grant Thornton LLP |
|||||
24 | Powers
of Attorney for Directors |
|||||
31.1 | Section 302 certification for Chief Executive Officer |
|||||
31.2 | Section 302 certification for Chief Financial Officer |
|||||
32.1 | Section 906 certifications for Chief Executive Officer and Chief Financial Officer |
Name |
Title |
Date |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
/s/ Richard A.
Hubbell ________________________ |
|||||||||||
Richard A.
Hubbell |
President and Chief Executive Officer (Principal Executive Officer) |
March 4, 2008 |
|||||||||
/s/ Ben M.
Palmer ________________________ |
|||||||||||
Ben M.
Palmer |
Chief
Financial Officer (Principal Financial and Accounting Officer) |
March 4, 2008 |
R. Randall
Rollins, Director |
James B. Williams, Director |
|||||
Wilton
Looney, Director |
James A. Lane, Jr., Director |
|||||
Gary W.
Rollins, Director |
Linda H. Graham, Director |
|||||
Henry B.
Tippie, Director |
Bill J. Dismuke, Director |
FINANCIAL STATEMENTS AND REPORTS |
|
PAGE |
|
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Managements Report on Internal Control Over Financial Reporting |
31 | |||||||||||||||||||||
Report of
Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting |
32 | |||||||||||||||||||||
Report of
Independent Registered Public Accounting Firm on Consolidated Financial Statements |
33 | |||||||||||||||||||||
Consolidated
Balance Sheets as of December 31, 2007 and 2006 |
34 | |||||||||||||||||||||
Consolidated
Statements of Operations for the three years ended December 31, 2007 |
35 | |||||||||||||||||||||
Consolidated
Statements of Stockholders Equity for the three years ended December 31, 2007 |
36 | |||||||||||||||||||||
Consolidated
Statements of Cash Flows for the three years ended December 31, 2007 |
37 | |||||||||||||||||||||
Notes to
Consolidated Financial Statements |
3859 |
SCHEDULE |
|
|
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Schedule II
Valuation and Qualifying Accounts |
66 |
For the years ended December 31, 2007, 2006 and 2005 |
|
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands) |
|
Balance at Beginning of Period |
|
Charged to Costs and Expenses |
|
Net (Deductions) Recoveries |
|
Balance at End of Period |
|||||||||||
Year ended
December 31, 2007 |
|||||||||||||||||||
Allowance for
doubtful accounts |
$ | 4,904 | $ | 3,119 | $ | (2,806 | )(1) | $ | 5,217 | ||||||||||
Deferred tax
asset valuation allowance |
$ | 1,342 | $ | 161 | $ | 0 | (2) | $ | 1,503 | ||||||||||
Year ended
December 31, 2006 |
|||||||||||||||||||
Allowance for
doubtful accounts |
$ | 4,080 | $ | 1,492 | $ | (668 | )(1) | $ | 4,904 | ||||||||||
Deferred tax
asset valuation allowance |
$ | 1,945 | $ | 54 | $ | (657 | )(2) | $ | 1,342 | ||||||||||
Year ended
December 31, 2005 |
|||||||||||||||||||
Allowance for
doubtful accounts |
$ | 2,576 | $ | 1,618 | $ | (114 | )(1) | $ | 4,080 | ||||||||||
Deferred tax
asset valuation allowance |
$ | 2,451 | $ | 129 | $ | (635 | )(2) | $ | 1,945 |
(1) |
Deductions in the allowance for doubtful accounts principally reflect the write-off of previously reserved accounts net of recoveries. |
(2) |
In 2007, the valuation allowance was increased by $161,000 to reflect state net operating losses that management does not believe will be utilized before they expire. No reductions to the deferred tax asset valuation allowance were recorded. In 2006, the valuation allowance was increased by $54,000 to reflect state net operating losses that management does not believe will be utilized before they expire, and reduced by $657,000 to reflect previously reserved foreign tax credit carry forwards expected to be realized. In 2005, the valuation allowance was increased by $129,000 to reflect state net operating losses that management does not believe will be utilized before they expire, and reduced by $635,000 to reflect previously reserved foreign tax credit carry forwards expected to be realized. |
Quarters ended |
|
March 31 |
|
June 30 |
|
September 30 |
|
December 31 |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(in thousands except per share
data) |
||||||||||||||||||
2007 |
||||||||||||||||||
Revenues |
$ | 171,045 | $ | 171,031 | $ | 161,961 | $ | 186,189 | ||||||||||
Net
income |
$ | 28,045 | $ | 23,815 | $ | 14,893 | $ | 20,296 | ||||||||||
Net income
per share basic: |
$ | 0.29 | $ | 0.25 | $ | 0.15 | $ | 0.21 | ||||||||||
Net income
per share diluted: |
$ | 0.29 | $ | 0.24 | $ | 0.15 | $ | 0.21 | ||||||||||
2006 |
||||||||||||||||||
Revenues |
$ | 136,024 | $ | 146,065 | $ | 154,209 | $ | 160,332 | ||||||||||
Net
income |
$ | 24,900 | $ | 27,614 | $ | 28,770 | $ | 29,510 | ||||||||||
Net income
per share basic: |
$ | 0.26 | $ | 0.29 | $ | 0.30 | $ | 0.31 | ||||||||||
Net income
per share diluted: |
$ | 0.25 | $ | 0.28 | $ | 0.29 | $ | 0.30 |
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RPC, Inc.
Exhibit 10.16
Summary of At-Will Compensation Arrangements with Executive Officers
As of February 28, 2008
The following summarizes the current compensation and benefits received by the Chief Executive Officer and Chief Financial Officer of RPC, Inc. (the Company) and the Companys other most highly compensated executive officers (the Named Executive Officers) as of February 28, 2008. Compensation paid with respect to fiscal 2007 will be described in the Companys 2008 Proxy Statement.
This document is intended to be a summary of existing oral, at will arrangements, and in no way is intended to provide any additional rights to any of the Named Executive Officers.
Base Salaries
The 2008 annual base salaries for the Companys Named Executive Officers as of February 28, 2008 are as follows:
R. Randall Rollins, Chairman of the Board |
$600,000 |
Richard A. Hubbell, President and Chief Executive Officer |
$700,000 |
Linda H. Graham Vice President and Secretary |
$165,000 |
Ben M. Palmer, Vice President, Chief Financial Officer and Treasurer |
$250,000 |
Bonuses
All of the Named Executive Officers are eligible for annual cash bonuses under the Companys Performance-Based Incentive Cash Compensation Plan (the Plan).
Bonuses were paid in the first quarter of 2008 for the year ended December 31, 2007 for all of the executive officers in accordance with the terms of the Plan as follows:
R. Randall Rollins, Chairman of the Board |
$750,000 |
Richard A. Hubbell, President and Chief Executive Officer |
$900,000 |
Linda H. Graham Vice President and Secretary |
$ 97,500 |
Ben M. Palmer, Vice President, Chief Financial Officer and Treasurer |
$260,000 |
Stock Options and Other Equity Awards
The Named Executive Officers are eligible to receive options and restricted stock under the Companys stock incentive plan, in such amounts and with such terms and conditions as determined by the Committee at the time of grant.
Supplemental Retirement Plan
Salary and Bonus Deferrals
All of the Named Executive Officers are eligible to participate in the Companys Supplemental Retirement Plan (Plan).
The Plan allows participants to defer up to 50% of base salary and up to 100% of annual bonus, subject to other terms and conditions set forth in the Plan.
Company Contributions
The Company makes certain Enhanced Benefit Contributions under the Plan on behalf of certain Participants of long service to the Company who were 40 - 65 years of age or older on December 31, 2002. The Company makes the Enhanced Benefit Contributions (as disclosed in the Companys last filed annual proxy statement) in lieu of the benefits that previously accrued under the RPC, Inc. Retirement Income Plan. Additional benefits ceased to accrue under the RPC, Inc. Retirement Income Plan effective March 31, 2002. Enhanced Benefit Contributions are discretionary and may be made annually, for a maximum of seven years, subject to the Participants continued employment with the Company.
Automobile Usage
The Company provides an automobile or an automobile allowance to Messrs. Hubbell and Palmer.
Other Benefits
The Named Executive Officers are eligible to participate in the Companys regular employee benefit programs, including the 401(k) plan with Company match, group life insurance, group medical and dental coverage and other group benefit plans. All of the Named Executives are eligible for the Retirement Income Plan that was frozen in March 2002. See Supplemental Retirement Plan above for further discussion.
All of the Named Executive Officers are also executive officers of Marine Products Corporation (MPC) and receive compensation from that company. Disclosure regarding such compensation can be found in MPCs filings with the Securities and Exchange Commission.
RPC, Inc.
EXHIBIT 10.17
SUMMARY OF COMPENSATION ARRANGEMENTS WITH NON-EMPLOYEE DIRECTORS
AS OF FEBRUARY 28, 2008
The following summarizes the current compensation and benefits received by the Companys non-employee directors as of February 28, 2008. This document is intended to be a summary of existing oral, at will arrangements, and in no way is intended to provide any additional rights to any non-employee director.
Retainer
Non-employee directors each receive an annual retainer fee of $24,000. The Chairman of the Audit Committee receives an annual retainer of $16,000, the Chairman of the Compensation Committee receives an annual retainer of $9,000 and the Chairman of each of the Corporate Governance/Nominating Committee and Diversity Committee receives an annual retainer of $6,000. A director that chairs more than one committee receives a retainer with respect to each Committee he chairs. All of the retainers are paid on a quarterly basis.
Meeting Fees
|
Per meeting fees for non-employee directors are as follows: |
|
For meetings of the Board of Directors, Compensation Committee, Corporate Governance/Nominating Committee and Diversity Committee, $1,500. |
|
For in person meetings of the Audit Committee, $2,500, and for telephone meetings of the Audit Committee, $1,250. In addition, the Chairman gets an additional $1,500 for preparing to conduct each quarterly meeting. |
Equity Compensation
Under the terms of the Companys Stock Incentive Plan, directors are eligible to receive stock options, stock awards, and other types of equity-based compensation awards. However, the Company does not make any such awards to non-employee directors under its current compensation practices.
All non-employee directors are entitled to reimbursement of expenses for all services as a director, including committee participation or special assignments.
EXHIBIT 21 |
|
|
|
|
|
SUBSIDIARIES OF RPC, INC. |
|
|
|
|
|
NAME |
|
STATE OF INCORPORATION |
|
|
|
RPC Crane Liquidation, LLC |
|
Texas |
|
|
|
Cudd Pressure Control, Inc. |
|
Delaware |
|
|
|
Cudd Pumping Services, Inc. |
|
Delaware |
|
|
|
International Training Services, Inc. |
|
Georgia |
|
|
|
Patterson Services, Inc. |
|
Delaware |
|
|
|
Patterson Truck Line, Inc.
RPC Energy de Mexico |
|
Louisiana
Ciudad del Carmen, Mexico |
|
|
|
RPC Energy International, Inc.
RPC Energy Services of Canada, Ltd |
|
Delaware
New Brunswick, Canada |
|
|
|
RPC Investment Company |
|
Delaware |
|
|
|
RPC Waste Management Services, Inc.
Well Control School de Venezuela, SA |
|
Georgia
Venezuela |
|
|
|
Bronco Oilfield Services, Inc.
RPC Energy Services (Chengdu) Ltd.
Thru Tubing Solutions |
|
Delaware
Chengdu, Sichuan P.R. China
Delaware |
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We have issued our reports dated February 29, 2008, accompanying the consolidated financial statements and schedule (which report expresses an unqualified opinion and contains an explanatory paragraph relating to the adoption of new accounting standards during 2007 and 2006) and managements assessment of the effectiveness of internal control over financial reporting included in the Annual Report of RPC, Inc. (the Company) on Form 10-K for the year ended December 31, 2007. We hereby consent to the incorporation by reference of said reports in the Registration Statements of the Company on Forms S-8 (File No. 333-40223, effective November 14, 1997 and File No. 333-117836, effective July 30, 2004).
/s/ Grant Thornton LLP
Atlanta, Georgia
February 29, 2008
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25 day of February 2008.
|
/s/ Wilton Looney |
|
_________________________ |
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25 day of February 2008.
|
/s/ Bill J. Dismuke |
|
_________________________ |
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25 day of February 2008.
|
/s/ Gary W. Rollins |
|
_________________________ |
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25 day of February 2008.
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/s/ Henry B. Tippie |
|
_________________________ |
EXHIBIT 24 |
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25 day of February , 2008.
|
/s/ James A. Lane, Jr. |
|
_________________________ |
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25 day of February 2008.
|
/s/ James B. Williams |
|
_________________________ |
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25 day of February 2008.
|
/s/ Linda H. Graham |
|
_________________________ |
EXHIBIT 24
|
POWER OF ATTORNEY |
Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. on Form 10-K, Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 25 day of February 2008.
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/s/ R. Randall Rollins |
|
_________________________ |
EXHIBIT 31.1
CERTIFICATIONS
I, Richard A. Hubbell, certify that:
|
1. |
I have reviewed this annual report on Form 10-K of RPC, Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
|
/s/ Richard A. Hubbell |
|
Date: March 4, 2008 |
Richard A. Hubbell |
|
President and Chief Executive Officer |
|
(Principal Executive Officer) |
EXHIBIT 31.2
I, Ben M. Palmer, certify that:
|
1. |
I have reviewed this annual report on Form 10-K of RPC, Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
|
/s/ Ben M. Palmer |
|
Date: March 4, 2008 |
Ben M. Palmer |
|
Vice President, Chief Financial Officer, and Treasurer |
|
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
To the best of their knowledge the undersigned hereby certify that the Annual Report on Form 10-K of RPC, Inc. for the period ended December 31, 2007, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78m) and that the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of RPC, Inc.
Date: March 4, 2008 |
|
/s/ Richard A. Hubbell |
|
Richard A. Hubbell |
|
President and Chief Executive Officer |
|
(Principal Executive Officer) |
Date: March 4, 2008 |
|
/s/ Ben M. Palmer |
|
Ben M. Palmer |
|
Vice President, Chief Financial Officer and Treasurer |
|
(Principal Financial and Accounting Officer) |