Delaware
(State or other jurisdiction of incorporation or organization)
|
58-1550825 (I.R.S. Employer Identification Number) |
Large accelerated filer x | Accelerated filer o | |
Non-accelerated filer o | (Do not check if a smaller reporting company) | Smaller reporting company o |
|
Page No.
|
||
Part I. Financial Information
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|||
Item 1.
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Financial Statements (Unaudited)
|
||
Consolidated Balance Sheets –
As of March 31, 2012 and December 31, 2011
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3
|
||
Consolidated Statements of Operations –
For the three months ended March 31, 2012 and 2011
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4
|
||
Consolidated Statements of Comprehensive Income – for the three months ended March 31, 2012 and 2011
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5
|
||
Consolidated Statement of Stockholders’ Equity –
For the three months ended March 31, 2012
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6
|
||
Consolidated Statements of Cash Flows –
For the three months ended March 31, 2012 and 2011
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7
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||
Notes to Consolidated Financial Statements
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8 – 20
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||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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21 – 31
|
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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31
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Item 4.
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Controls and Procedures
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32
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Part II. Other Information
|
|||
Item 1.
|
Legal Proceedings
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33
|
|
Item 1A.
|
Risk Factors
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33
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
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33
|
|
Item 3.
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Defaults upon Senior Securities
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34
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Item 4.
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(Removed and Reserved)
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34
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|
Item 5.
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Other Information
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34
|
|
Item 6.
|
Exhibits
|
35
|
|
Signatures
|
36
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March 31,
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December 31,
|
|||||||
2012
|
2011
|
|||||||
ASSETS
|
(Note 1)
|
|||||||
Cash and cash equivalents
|
$ | 5,734 | $ | 7,393 | ||||
Accounts receivable, net
|
425,766 | 461,272 | ||||||
Inventories
|
111,813 | 100,438 | ||||||
Deferred income taxes
|
10,035 | 7,183 | ||||||
Income taxes receivable
|
561 | 10,805 | ||||||
Prepaid expenses
|
7,325 | 8,478 | ||||||
Other current assets
|
30,393 | 30,986 | ||||||
Total current assets
|
591,627 | 626,555 | ||||||
Property, plant and equipment, net
|
736,888 | 675,360 | ||||||
Goodwill
|
24,093 | 24,093 | ||||||
Other assets
|
16,399 | 12,203 | ||||||
Total assets
|
$ | 1,369,007 | $ | 1,338,211 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Accounts payable
|
$ | 132,383 | $ | 122,987 | ||||
Accrued payroll and related expenses
|
26,751 | 33,680 | ||||||
Accrued insurance expenses
|
6,138 | 5,744 | ||||||
Accrued state, local and other taxes
|
5,701 | 5,066 | ||||||
Income taxes payable
|
35,403 | 10,705 | ||||||
Other accrued expenses
|
384 | 1,284 | ||||||
Total current liabilities
|
206,760 | 179,466 | ||||||
Long-term accrued insurance expenses
|
9,254 | 9,000 | ||||||
Notes payable to banks
|
180,800 | 203,300 | ||||||
Long-term pension liabilities
|
22,418 | 24,445 | ||||||
Other long-term liabilities
|
1,938 | 3,480 | ||||||
Deferred income taxes
|
147,439 | 155,928 | ||||||
Total liabilities
|
568,609 | 575,619 | ||||||
Common stock
|
21,949 | 22,119 | ||||||
Retained earnings
|
790,893 | 753,119 | ||||||
Accumulated other comprehensive loss
|
(12,444 | ) | (12,646 | ) | ||||
Total stockholders’ equity
|
800,398 | 762,592 | ||||||
Total liabilities and stockholders’ equity
|
$ | 1,369,007 | $ | 1,338,211 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Three months ended March 31,
|
||||||||
|
2012
|
2011
|
||||||
Revenues
|
$ | 502,557 | $ | 381,761 | ||||
Cost of revenues
|
273,799 | 201,252 | ||||||
Selling, general and administrative expenses
|
44,927 | 36,057 | ||||||
Depreciation and amortization
|
51,570 | 39,537 | ||||||
Loss (gain) on disposition of assets, net
|
1,404 | (1,411 | ) | |||||
Operating profit
|
130,857 | 106,326 | ||||||
Interest expense
|
(596 | ) | (1,079 | ) | ||||
Interest income
|
5 | 4 | ||||||
Other income, net
|
920 | 334 | ||||||
Income before income taxes
|
131,186 | 105,585 | ||||||
Income tax provision
|
50,431 | 40,061 | ||||||
Net income
|
$ | 80,755 | $ | 65,524 | ||||
Earnings per share
|
||||||||
Basic
|
$ | 0.37 | $ | 0.30 | ||||
Diluted
|
$ | 0.37 | $ | 0.30 | ||||
Dividends per share
|
$ | 0.08 | $ | 0.05 | ||||
Average shares outstanding
|
||||||||
Basic
|
215,620 | 217,522 | ||||||
Diluted
|
217,350 | 220,544 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Three months ended March 31,
|
||||||||
|
2012
|
2011
|
||||||
Net income
|
$ | 80,755 | $ | 65,524 | ||||
Other comprehensive income, net of taxes:
|
||||||||
Pension adjustment
|
106 | 74 | ||||||
Cash flow hedge, net
|
— | 132 | ||||||
Foreign currency translation
|
101 | 103 | ||||||
Unrealized gain(loss) on securities and reclassification adjustments
|
(5 | ) | 20 | |||||
Comprehensive income
|
$ | 80,957 | $ | 65,853 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Common Stock
|
Capital in Excess
|
Retained
|
Accumulated
Other Comprehensive |
|
||||||||||||||||||||
Shares
|
Amount
|
of Par Value | Earnings | Loss |
Total
|
|||||||||||||||||||
Balance, December 31, 2011
|
221,188 | $ | 22,119 | $ | — | $ | 753,119 | ($ | 12,646 | ) | $ | 762,592 | ||||||||||||
Stock issued for stock incentive plans, net
|
800 | 80 | 1,966 | — | — | 2,046 | ||||||||||||||||||
Stock purchased and retired
|
(1,932 | ) | (193 | ) | (4,090 | ) | (25,410 | ) | — | (29,693 | ) | |||||||||||||
Net income
|
— | — | — | 80,755 | — | 80,755 | ||||||||||||||||||
Pension adjustment, net of taxes
|
— | — | — | — | 106 | 106 | ||||||||||||||||||
Foreign currency translation, net of taxes
|
— | — | — | — | 101 | 101 | ||||||||||||||||||
Unrealized loss on securities, net of taxes
|
— | — | — | — | (5 | ) | (5 | ) | ||||||||||||||||
Dividends declared
|
— | — | — | (17,571 | ) | — | (17,571 | ) | ||||||||||||||||
Excess tax benefits for share-based payments
|
— | — | 2,067 | — | — | 2,067 | ||||||||||||||||||
Three-for-two stock split
|
(563 | ) | (57 | ) | 57 | — | — | — | ||||||||||||||||
Balance, March 31, 2012
|
219,493 | $ | 21,949 | $ | — | $ | 790,893 | ($ | 12,444 | ) | $ | 800,398 | ||||||||||||
The accompanying notes are an integral part of this consolidated financial statement.
|
Three months ended March 31,
|
||||||||
2012
|
2011
|
|||||||
OPERATING ACTIVITIES
|
||||||||
Net income
|
$ | 80,755 | $ | 65,524 | ||||
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
|
||||||||
Depreciation, amortization and other non-cash charges
|
51,605 | 39,249 | ||||||
Stock-based compensation expense
|
1,901 | 2,215 | ||||||
Loss (gain) on disposition of assets, net
|
1,404 | (1,411 | ) | |||||
Deferred income tax benefit
|
(11,290 | ) | (2,210 | ) | ||||
Excess tax benefits for share-based payments
|
(2,067 | ) | (2,278 | ) | ||||
(Increase) decrease in assets:
|
||||||||
Accounts receivable
|
35,600 | (62,909 | ) | |||||
Income taxes receivable
|
12,311 | 18,793 | ||||||
Inventories
|
(11,291 | ) | (7,218 | ) | ||||
Prepaid expenses
|
1,153 | 1,090 | ||||||
Other current assets
|
578 | (1,993 | ) | |||||
Other non-current assets
|
(4,197 | ) | (157 | ) | ||||
Increase (decrease) in liabilities:
|
||||||||
Accounts payable
|
12,583 | 15,438 | ||||||
Income taxes payable
|
24,698 | 20,509 | ||||||
Accrued payroll and related expenses
|
(6,929 | ) | (882 | ) | ||||
Accrued insurance expenses
|
394 | 783 | ||||||
Accrued state, local and other taxes
|
635 | 1,671 | ||||||
Other accrued expenses
|
(908 | ) | (69 | ) | ||||
Pension liabilities
|
(2,027 | ) | 417 | |||||
Accrued insurance expenses
|
254 | (193 | ) | |||||
Other non-current liabilities
|
(1,542 | ) | (737 | ) | ||||
Net cash provided by operating activities
|
183,620 | 85,632 | ||||||
INVESTING ACTIVITIES
|
||||||||
Capital expenditures
|
(121,408 | ) | (92,318 | ) | ||||
Proceeds from sale of assets
|
3,680 | 6,030 | ||||||
Net cash used for investing activities
|
(117,728 | ) | (86,288 | ) | ||||
FINANCING ACTIVITIES
|
||||||||
Payment of dividends
|
(17,571 | ) | (10,354 | ) | ||||
Borrowings from notes payable to banks
|
282,100 | 190,300 | ||||||
Repayments of notes payable to banks
|
(304,600 | ) | (161,750 | ) | ||||
Excess tax benefits for share-based payments
|
2,067 | 2,278 | ||||||
Cash paid for common stock purchased and retired
|
(29,675 | ) | (17,499 | ) | ||||
Proceeds received upon exercise of stock options
|
128 | 324 | ||||||
Net cash (used for) provided by financing activities
|
(67,551 | ) | 3,299 | |||||
Net (decrease) increase in cash and cash equivalents
|
(1,659 | ) | 2,643 | |||||
Cash and cash equivalents at beginning of period
|
7,393 | 9,035 | ||||||
Cash and cash equivalents at end of period
|
$ | 5,734 | $ | 11,678 | ||||
Supplemental Information:
|
||||||||
Interest paid, net
|
$ | 678 | $ | 1,200 | ||||
Income taxes paid, net
|
$ | 24,879 | $ | 2,826 | ||||
Change in accounts payable for capital expenditures
|
$ | (3,190 | ) | $ | 3,519 | |||
The accompanying notes are an integral part of these consolidated financial statements.
|
1.
|
GENERAL
|
2.
|
REVENUES
|
3.
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
4.
|
EARNINGS PER SHARE
|
Three months ended March 31,
|
||||||||
(In thousands except per share data )
|
2012
|
2011
|
||||||
Net income available for stockholders:
|
$ | 80,755 | $ | 65,524 | ||||
Less: Dividends paid
|
||||||||
Common stock
|
(17,245 | ) | (10,171 | ) | ||||
Restricted shares of common stock
|
(326 | ) | (183 | ) | ||||
Undistributed earnings
|
$ | 63,184 | $ | 55,170 | ||||
Allocation of undistributed earnings:
|
||||||||
Common stock
|
$ | 61,864 | $ | 54,012 | ||||
Restricted shares of common stock
|
1,320 | 1,158 | ||||||
Basic shares outstanding:
|
||||||||
Common stock
|
211,079 | 212,912 | ||||||
Restricted shares of common stock
|
4,541 | 4,610 | ||||||
215,620 | 217,522 | |||||||
Diluted shares outstanding:
|
||||||||
Common stock
|
211,079 | 212,912 | ||||||
Dilutive effect of options
|
1,730 | 3,022 | ||||||
212,809 | 215,934 | |||||||
Restricted shares of common stock
|
4,541 | 4,610 | ||||||
217,350 | 220,544 | |||||||
Basic earnings per share:
|
||||||||
Common stock:
|
||||||||
Distributed earnings
|
$ | 0.08 | $ | 0.05 | ||||
Undistributed earnings
|
0.29 | 0.25 | ||||||
$ | 0.37 | $ | 0.30 | |||||
Restricted shares of common stock:
|
||||||||
Distributed earnings
|
$ | 0.07 | $ | 0.04 | ||||
Undistributed earnings
|
0.29 | 0.25 | ||||||
$ | 0.36 | $ | 0.29 | |||||
Diluted earnings per share:
|
||||||||
Common Stock:
|
||||||||
Distributed earnings
|
$ | 0.08 | $ | 0.05 | ||||
Undistributed earnings
|
0.29 | 0.25 | ||||||
$ | 0.37 | $ | 0.30 | |||||
5.
|
STOCK-BASED COMPENSATION
|
Three months ended
|
||||||||
March 31,
|
||||||||
(in thousands)
|
2012
|
2011
|
||||||
Pre-tax expense
|
$ | 1,901 | 2,215 | |||||
After tax expense
|
1,207 | 1,407 |
Shares
|
Weighted Average
Exercise Price |
Weighted Average Remaining Contractual
Life |
Aggregate Intrinsic Value | ||||||||||||
Outstanding at January 1, 2012
|
704,689 | $ | 1.31 |
0.99 years
|
|||||||||||
Granted
|
- | - | N/A | ||||||||||||
Exercised
|
(83,530 | ) | 1.74 | N/A | |||||||||||
Forfeited
|
- | - | N/A | ||||||||||||
Expired
|
- | - | N/A | ||||||||||||
Outstanding and exercisable at March 31, 2012
|
621,159 | $ | 1.25 |
0.83 years
|
$ | 5,814,048 |
Shares
|
Weighted Average
Grant-Date Fair Value |
|||||||
Non-vested shares at January 1, 2012
|
4,440,831 | $ | 5.37 | |||||
Granted
|
1,146,750 | 11.69 | ||||||
Vested
|
(980,140 | ) | 5.81 | |||||
Forfeited
|
(20,250 | ) | 7.16 | |||||
Non-vested shares at March 31, 2012
|
4,587,191 | $ | 6.85 |
Three months ended March 31,
|
||||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Revenues
|
||||||||
Technical Services
|
$ | 461,521 | $ | 349,402 | ||||
Support Services
|
41,036 | 32,359 | ||||||
Total revenues
|
$ | 502,557 | $ | 381,761 | ||||
Operating profit:
|
||||||||
Technical Services
|
$ | 123,531 | $ | 99,916 | ||||
Support Services
|
13,985 | 9,935 | ||||||
Corporate
|
(5,255 | ) | (4,936 | ) | ||||
(Loss) gain on disposition of assets, net
|
(1,404 | ) | 1,411 | |||||
Total operating profit
|
$ | 130,857 | $ | 106,326 | ||||
Interest expense
|
(596 | ) | (1,079 | ) | ||||
Interest income
|
5 | 4 | ||||||
Other income, net
|
920 | 334 | ||||||
Income before income taxes
|
$ | 131,186 | $ | 105,585 |
Three months ended March 31, 2012
|
Technical Services
|
Support Services
|
Corporate
|
Total
|
||||||||||||
(in thousands)
|
||||||||||||||||
Identifiable assets at March 31, 2012
|
$ | 1,123,791 | $ | 195,924 | $ | 49,292 | $ | 1,369,007 | ||||||||
Capital expenditures
|
102,737 | 17,639 | 1,032 | 121,408 | ||||||||||||
Depreciation and amortization
|
45,118 | 6,385 | 67 | 51,570 |
Three months ended
March 31,
|
||||||||
(in thousands)
|
2012
|
2011
|
||||||
Interest cost
|
$ | 467 | $ | 479 | ||||
Expected return on plan assets
|
(462 | ) | (458 | ) | ||||
Amortization of net losses
|
167 | 116 | ||||||
Net periodic benefit cost
|
$ | 172 | $ | 137 |
|
●
|
the Base Rate, which is the highest of Bank of America’s “prime rate” for the day of the borrowing, a fluctuating rate per annum equal to the Federal Funds Rate plus 0.50%, and a rate per annum equal to the one (1) month LIBOR rate plus 1.00%; in each case plus a margin that ranges from 0.25% to 1.25% based on a quarterly debt covenant calculation; 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 1.25% to 2.25%, based upon a quarterly debt covenant calculation.
|
Three months ended
March 31,
|
||||||||
2012
|
2011
|
|||||||
Interest incurred (in thousands)
|
$ | 923 | $ | 1,158 | ||||
Weighted average interest rate
|
2.1 | % | 3.4 | % |
|
1.
|
Level 1 – Quoted market prices in active markets for identical assets or liabilities.
|
|
2.
|
Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
3.
|
Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.
|
Fair value measurements at March 31, 2012 with:
|
||||||||||||
(in thousands)
|
Quoted prices in
active markets for identical assets |
Significant other
observable inputs |
Significant
unobservable inputs |
|||||||||
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||
Assets:
|
||||||||||||
Trading securities
|
$ | - | $ | 8,901 | $ | - | ||||||
Available for sale securities
|
622 | - | - |
Fair value measurements at December 31, 2011 with:
|
||||||||||||
(in thousands)
|
Quoted prices in
active markets for identical assets |
Significant other
observable inputs |
Significant
unobservable inputs |
|||||||||
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||
Assets:
|
||||||||||||
Trading securities
|
$ | - | $ | 8,251 | $ | - | ||||||
Available for sale securities
|
629 | - | - |
Three months ended
March 31,
|
||||||||
2012
|
2011
|
|||||||
Consolidated revenues [in thousands]
|
$ | 502,557 | $ | 381,761 | ||||
Revenues by business segment [in thousands]:
|
||||||||
Technical
|
$ | 461,521 | $ | 349,402 | ||||
Support
|
41,036 | 32,359 | ||||||
Consolidated operating profit [in thousands]
|
$ | 130,857 | $ | 106,326 | ||||
Operating profit by business segment [in thousands]:
|
||||||||
Technical
|
$ | 123,531 | $ | 99,916 | ||||
Support
|
13,985 | 9,935 | ||||||
Corporate
|
(5,255 | ) | (4,936 | ) | ||||
(Loss) gain on disposition of assets, net
|
(1,404 | ) | 1,411 | |||||
Percentage cost of revenues to revenues
|
54.5 | % | 52.7 | % | ||||
Percentage selling, general & administrative expenses to revenues
|
8.9 | % | 9.4 | % | ||||
Percentage depreciation and amortization expense to revenues
|
10.3 | % | 10.4 | % | ||||
Average U.S. domestic rig count
|
1,990 | 1,716 | ||||||
Average natural gas price (per thousand cubic feet (mcf))
|
$ | 2.41 | $ | 4.13 | ||||
Average oil price (per barrel)
|
$ | 102.99 | $ | 93.99 |
Three months ended March 31,
|
||||||||
(In thousands)
|
2012
|
2011
|
||||||
Net cash provided by operating activities
|
$ | 183,620 | $ | 85,632 | ||||
Net cash used for investing activities
|
(117,728 | ) | (86,288 | ) | ||||
Net cash (used for) provided by financing activities
|
(67,551 | ) | 3,299 |
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 (1) |
||||||||||
Month #1
|
||||||||||||||
January 1, 2012 to January 31, 2012
|
1,905,757 | (1) (2) | $ | 10.37 | 1,588,901 | 2,257,198 | ||||||||
Month #2
|
||||||||||||||
February 1, 2012 to February 29, 2012
|
998,249 | (1) (2) | 9.95 | 998,249 | 1,258,949 | |||||||||
Month #3
|
||||||||||||||
March 1, 2012 to March 31, 2012
|
223 | (3) | 9.42 | - | 1,258,949 | |||||||||
Totals
|
2,904,229 | $ | 10.22 | 2,587,150 | 1,258,949 |
(1)
|
The Company’s Board of Directors announced a stock buyback program in March 1998 authorizing the repurchase of 26,578,125 shares in the open market. There were 2,587,150 shares purchased on the open market during the first quarter of 2012. Currently the program does not have a predetermined expiration date.
|
(2)
|
Consists in part of shares repurchased by the Company in connection with option exercises and taxes related to vesting of restricted shares.
|
(3)
|
Represents fractional shares repurchased as a result of the March 2012 stock split.
|
Exhibit
Number |
Description
|
|
3.1(a)
|
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).
|
|
3.1(b)
|
Certificate of amendment of the certificate of incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(b) to Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2006).
|
|
3.1(c)
|
Certificate of amendment of the certificate of incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(c) to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2011).
|
|
3.2
|
Amended and Restated Bylaws of RPC, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 25, 2007).
|
|
4
|
Form of Stock Certificate (incorporated herein by reference to Exhibit 4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).
|
|
10.1
|
Form of Time Lapse Restricted Stock Agreement
|
|
31.1
|
Section 302 certification for Chief Executive Officer.
|
|
31.2
|
Section 302 certification for Chief Financial Officer.
|
|
32.1
101.INS
101.SCH
101.CAL
101.LAB
101.PRE
101.DEF
|
Section 906 certifications for Chief Executive Officer and Chief Financial Officer.
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
|
RPC, INC. | ||
/s/ Richard A. Hubbell | ||
Richard A. Hubbell | ||
Date: May 2, 2012 | President and Chief Executive Officer | |
(Principal Executive Officer) | ||
/s/ Ben M. Palmer | ||
Date: May 2, 2012 | Ben M. Palmer | |
Vice President and Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
1.
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ADMINISTRATION. The Plan shall be administered by a committee of the Board of Directors of the Company, hereinafter referred to as the “Compensation Committee”, unless administration of the Plan is assumed by the Board of Directors of the Company. The Compensation Committee is authorized and empowered to administer and interpret the Plan and this Agreement. Any interpretations of this Agreement or of the Plan made by the Compensation Committee shall be final and binding upon the parties hereto.
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2.
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GRANT OF TIME-LAPSE RESTRICTED STOCK. Effective as of __________, ____ (the “Grant Date”), the Company hereby irrevocably grants to the Employee _______ shares of Common Stock, which shares are subject to satisfaction of the vesting requirements and the terms and conditions hereinafter set forth (such shares of Common Stock being hereinafter referred to in the aggregate as the “Time-Lapse Restricted Stock”).
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3.
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SERVICE/EMPLOYMENT; VESTING.
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(a)
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All Time-Lapse Restricted Stock shall vest as follows: _______ effective _____________________, then _______ annually thereafter, and will be fully vested by ________________, but only if, through such date, Employee shall have been in the continuous employ of the Company or a subsidiary thereof, in a position of equivalent or greater responsibility as on the Grant Date.
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(b)
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Upon the occurrence of a Change in Control, as determined by the Board of Directors, all unvested Time-Lapse Restricted Stock shall vest immediately.
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4.
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ESCROW; DIVIDENDS AND VOTING RIGHTS. Prior to the completion of the vesting periods referenced in Section 3 above, all shares of Time-Lapse Restricted Stock shall be held in escrow by the Company for the benefit of Employee. During such period, prior to any forfeiture of the shares, Employee shall receive all cash dividends declared with respect to the shares held as of the record date and shall have the right to exercise all voting rights with respect to the shares. At the discretion of the Company, any share certificates so held in escrow shall be inscribed with a legend referencing the transfer restrictions contained in this Agreement and any other applicable transfer restrictions. Any share certificates issued pursuant to a stock split or as dividends with respect to the Time-Lapse Restricted Stock held in escrow shall also be held in escrow on the same terms as the Time-Lapse Restricted Stock and shall be released at the same time as, and subject to the same risk of forfeiture as, the shares with respect to which they were issued. Any issued Time-Lapse Restricted Stock which the Employee does not forfeit pursuant to Section 3 above shall be transferred to the Employee free of any forfeiture conditions under the Plan or this Agreement as soon as practicable after the service vesting condition under Section 3 above has been satisfied or no longer applies; provided, however, that if the Compensation Committee at any time before such transfer reasonably determines that the Employee might have violated any applicable criminal law, the Compensation Committee shall have the right to cause all of Employee’s Time-Lapse Restricted Stock then held in escrow to be forfeited, without regard to whether (i) Employee has satisfied the service vesting condition set forth in Section 3 before the date the Compensation Committee makes such determination, or (ii) Employee’s employment is (or might have been) terminated as a result of such conduct.
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5.
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NON-TRANSFERABILITY. No Time-Lapse Restricted Stock granted pursuant to this Agreement shall be assignable or transferable, and such Time-Lapse Restricted Stock shall not be subject to execution, attachment or other process, until that date on which the Time-Lapse Restricted Stock vests pursuant to Section 3 above. Any attempt by the employee to alienate, assign, pledge, hypothecate or otherwise dispose of the Employee’s interest in this Agreement or any Restricted Stock prior to its becoming fully vested shall be ineffective and shall permit the Company to terminate this Agreement and cause the forfeiture of any unvested shares. The Company may, at its discretion, place a legend to such effect on the certificates representing the shares of Time-Lapse Restricted Stock and issue appropriate stop transfer instructions to the Company’s transfer agent.
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6.
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CHANGE IN CAPITALIZATION. If there are any changes in the capitalization of the Company affecting in any manner the number or kind of outstanding shares of Common Stock of the Company, whether such changes occur by declaration of a stock dividend or stock split or in the event of any merger, reorganization, consolidation, or similar event, such substitute or adjustment shall be made in the shares subject to this Time-Lapse Restricted Stock award as may be determined to be appropriate by the Compensation Committee, in its sole discretion, provided that the number of shares subject to any Award shall always be a whole number. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board of Directors, whose determination in that respect shall be final, binding and conclusive. The Compensation Committee need not treat other holders of Time-Lapse Restricted Stock in the same manner as Employee is treated.
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7.
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REQUIREMENTS OF LAW. If any law, regulation of the Securities and Exchange Commission, or any regulation of any other commission or agency having jurisdiction shall require the Company or the Employee to take any action prior to the issuance or release from escrow of any shares of Time-Lapse Restricted Stock, then the date upon which the Company shall deliver or cause to be issued or released from escrow the certificate or certificates for such shares of Time-Lapse Restricted Stock shall be postponed until full compliance has been made with all such requirements or law or regulations. Further, at or before the time of issuance of any shares of Time-Lapse Restricted Stock, the Employee shall, if requested by the Company, deliver to the Company his/her written statement that he/she intends to hold such shares for investment and not with a view to resale or other distribution thereof to the public. Further, in the event the Company shall determine that, in compliance with the Securities Act of 1933, as amended, or other applicable statute or regulation, it is necessary to register any of the shares of Time-Lapse Restricted Stock, or to qualify any such shares for exemption from any of the requirements of the Securities Act of 1933, as amended, or other applicable statute or regulations, then the Company shall take such action at its own expense, but not until such action has been completed shall the shares be issued in the name of the Employee.
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8.
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WITHHOLDING. The Company shall have the power and the right to deduct or withhold or require an Employee to remit to the Company, an amount (including any shares of Common Stock withheld as provided herein) sufficient to satisfy Federal, state and local taxes (including the Employee’s FICA obligation) required by law to be withheld with respect to vesting of Time-Lapse Restricted Stock pursuant to this agreement. With the Company’s consent, the Employee may elect that such tax-withholding requirements be satisfied, in whole or in part, (1) by tendering shares of Common Stock held by the Employee at least twelve (12) months prior to their tender or (2) through a reduction in the number of shares of Time-Lapse Restricted Stock issued or transferred to the Employee. Any such election shall be irrevocable, made in writing and acknowledged by the Employee. The Company reserves the right to reduce the number of shares of Time-Lapse Restricted Stock issued or transferred to the Employee in order to satisfy such minimum applicable tax withholding requirements.
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9.
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NO EFFECT ON EMPLOYMENT. Nothing herein shall be construed to grant Employee the right to continued employment with the Company or to limit or restrict the right of the Company or any of its subsidiaries to terminate an Employee’s employment at any time, with or without cause, or to increase or decrease the compensation of the Employee from the rate in existence at the date hereof.
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10.
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GOVERNING LAW. This Agreement and all awards made and actions taken hereunder shall be governed by and construed in accordance with the Delaware General Corporation Law, to the extent applicable, and in accordance with the laws of the State of Georgia in all other respects.
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RPC, INC. | ||
By: | ||
Its: President | ||
Name |
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1.
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I have reviewed this quarterly report on Form 10-Q of RPC, Inc.;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer 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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer 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):
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a.
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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
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b.
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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.
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/s/ Richard A. Hubbell | ||
Date: May 2, 2012
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Richard A. Hubbell | |
President and Chief Executive Officer | ||
(Principal Executive Officer) |
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1.
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I have reviewed this quarterly report on Form 10-Q of RPC, Inc;
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2.
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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;
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3.
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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;
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4.
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The registrant’s other certifying officer 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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer 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):
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a.
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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
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b.
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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.
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/s/ Ben M. Palmer | ||
Date: May 2, 2012
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Ben M. Palmer | |
Vice President, Chief Financial Officer, and Treasurer | ||
(Principal Financial and Accounting Officer) |
Date: May 2, 2012
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/s/ Richard A. Hubbell
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Richard A. Hubbell
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President and Chief Executive Officer
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(Principal Executive Officer)
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Date: May 2, 2012 | ||
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/s/ Ben M. Palmer
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Ben M. Palmer
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Vice President, Chief Financial Officer and Treasurer
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(Principal Financial and Accounting Officer)
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REVENUES
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3 Months Ended | ||
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Mar. 31, 2012
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Revenues [Abstract] | |||
REVENUES |
RPC’s revenues are generated principally from providing services and the related equipment. Revenues are recognized when the services are rendered and collectability is reasonably assured. Revenues from services and equipment are based on fixed or determinable priced purchase orders or contracts with the customer and do not include the right of return. Rates for services and equipment are priced on a per day, per unit of measure, per man hour or similar basis. Sales tax charged to customers is presented on a net basis within the consolidated statement of operations and excluded from revenues. |