RPC (RES) lifts revenue 37% on Pintail deal as Q1 2026 profit compresses
RPC, Inc. (RES) reported sharply higher revenue but much lower profit for the quarter ended March 31, 2026. Revenues rose 36.6% to $454.8 million, driven mainly by the Pintail acquisition and growth in pressure pumping, downhole tools and coiled tubing. Technical Services revenue increased 39.3%, while Support Services slipped 2.7% on weaker rental tools pricing and activity.
Despite this growth, net income fell to $0.9 million from $12.0 million, with net margin dropping to 0.2%. Results were pressured by higher cost of revenues, increased selling, general and administrative expenses, and $7.3 million of acquisition-related employment costs tied to Pintail, which also helped push the effective tax rate to 80.1%.
Adjusted EBITDA improved to $53.5 million, and operating cash flow was $31.2 million, though free cash flow was slightly negative after $32.1 million of capital expenditures. RPC ended the quarter with $200.7 million in cash and no borrowings on its $100 million credit facility, while a $50 million Seller Note from the Pintail deal remains outstanding.
Positive
- Strong revenue growth and higher Adjusted EBITDA: Revenue rose 36.6% year over year to $454.8 million, driven mainly by Pintail and stronger Technical Services, while Adjusted EBITDA increased to $53.5 million and Adjusted EBITDA margin, though lower, remained in double digits at 11.8%.
Negative
- Profitability and free cash flow deterioration: Net income dropped from $12.0 million to $0.9 million, net margin fell to 0.2%, the effective tax rate spiked to 80.1% due to nondeductible acquisition costs, and free cash flow turned slightly negative despite higher revenue.
Insights
Revenue jumped on the Pintail acquisition, but profits and free cash flow compressed.
RPC delivered strong top-line expansion, with revenue up 36.6% to $454.8 million, largely from the Pintail acquisition and growth in pressure pumping, downhole tools and coiled tubing. Technical Services drove nearly all of the increase, while Support Services declined modestly.
However, higher cost of revenues, increased overhead and $7.3 million of Pintail-related employment costs reduced operating income to $2.6 million from $12.4 million. The effective tax rate spiked to 80.1% due to nondeductible acquisition costs, leaving net income at just $0.9 million. Adjusted EBITDA still improved to $53.5 million, suggesting underlying operations remain profitable.
Cash from operations of $31.2 million was solid but down year over year as working capital absorbed cash, mainly from higher receivables. Capital spending of $32.1 million produced slightly negative free cash flow. With $200.7 million in cash, no revolver borrowings and a $50 million Seller Note maturing by 2028, liquidity appears comfortable while the company digests Pintail and navigates competitive pressure in pressure pumping.
Key Figures
Key Terms
Adjusted EBITDA financial
Free cash flow financial
Seller Note financial
Technical Services financial
Support Services financial
Term SOFR financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
or
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to__________
Commission File No.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices) | (Zip code) |
(
(Registrant’s telephone number, including area code)
Securities Registered under Section 12(b) of the Act:
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Title of each class: | | Trading Symbol(s) | | Name of each exchange on which registered: |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☐ | ☒ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
| | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of April 24, 2026, RPC, Inc. had
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RPC, INC. AND SUBSIDIARIES
Table of Contents
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Part I. Financial Information | | | |
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Item 1. | Financial Statements (Unaudited) | | |
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| Consolidated Balance Sheets – As of March 31, 2026, and December 31, 2025 | | 3 |
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| Consolidated Statements of Operations – For the three months ended March 31, 2026, and 2025 | | 4 |
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| Consolidated Statements of Comprehensive Income – For the three months ended March 31, 2026, and 2025 | | 5 |
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| Consolidated Statements of Stockholders’ Equity – For the three months ended March 31, 2026, and 2025 | | 6 |
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| Consolidated Statements of Cash Flows – For the three months ended March 31, 2026, and 2025 | | 7 |
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| Notes to Consolidated Financial Statements | | 8 –19 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 20 – 28 |
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Item 3. | Quantitative and Qualitative Disclosures about Market Risk | | 28 |
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Item 4. | Controls and Procedures | | 28 |
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Part II. Other Information | | | |
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Item 1. | Legal Proceedings | | 30 |
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Item 1A. | Risk Factors | | 30 |
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Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities | | 30 |
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Item 3. | Defaults upon Senior Securities | | 31 |
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Item 4. | Mine Safety Disclosures | | 31 |
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Item 5. | Other Information | | 31 |
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Item 6. | Exhibits | | 31 |
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Signatures | | 32 | |
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RPC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2026, AND DECEMBER 31, 2025
(In thousands, except share and par value data)
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| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
ASSETS | | | (Unaudited) | | | (Note 1) |
Cash and cash equivalents | | $ | | | $ | |
Accounts receivable, net | | | | | | |
Inventories | |
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Income taxes receivable | |
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Prepaid expenses | |
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Other current assets | |
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Total current assets | |
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Property, plant and equipment, net | | | | | | |
Operating lease right-of-use assets | | | | | | |
Finance lease right-of-use assets | | | | | | |
Goodwill | |
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Other intangibles, net | | | | | | |
Other assets | |
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Total assets | | $ | | | $ | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | |
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LIABILITIES | |
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Accounts payable | | $ | | | $ | |
Accrued payroll and related expenses | |
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Accrued insurance expenses | |
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Accrued state, local and other taxes | |
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Income taxes payable | |
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Unearned revenue | | | — | | | |
Current portion of operating lease liabilities | | | | | | |
Current portion of finance lease liabilities and finance obligations | | | | | | |
Current portion of notes payable | | | | | | |
Accrued expenses and other liabilities | |
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Total current liabilities | |
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Accrued insurance expenses | |
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Notes payable | | | | | | |
Operating lease liabilities | |
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Finance lease liabilities | | | | | | |
Other long-term liabilities | | | | | | |
Deferred income taxes | |
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Total liabilities | |
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Commitments and contingencies (Note 13) | |
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STOCKHOLDERS’ EQUITY | |
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Preferred stock, $ | |
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Common stock, $ | |
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Capital in excess of par value | |
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Retained earnings | |
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Accumulated other comprehensive loss | |
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Total stockholders’ equity | |
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Total liabilities and stockholders’ equity | | $ | | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
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RPC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025
(In thousands except per share data)
(Unaudited)
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| | Three months ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Revenues | | $ | | | $ | |
COSTS AND EXPENSES: | | | | | | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) |
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Selling, general and administrative expenses |
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Acquisition related employment costs | | | | | | — |
Depreciation and amortization |
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Gain on disposition of assets, net |
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Operating income |
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Interest expense |
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Interest income |
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Other income, net |
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Income before income taxes |
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Income tax provision |
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Net income | | $ | | | $ | |
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Earnings per share | |
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Basic | | $ | | $ | | |
Diluted | | $ | | $ | | |
The accompanying notes are an integral part of these consolidated financial statements.
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RPC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025
(In thousands)
(Unaudited)
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| | Three months ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
Net income | | $ | | | $ | |
Other comprehensive income (loss): | | | | | | |
Foreign currency translation |
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Comprehensive income | | $ | | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
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RPC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025
(In thousands)
(Unaudited)
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| | Three Months Ended March 31, 2026 | |||||||||||||||
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| | Common Stock | | Excess of | | Retained | | Comprehensive | | | | ||||||
| | Shares | | Amount | | Par Value | | Earnings | | Loss | | Total | |||||
Balance, December 31, 2025 |
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Stock issued for stock incentive plans, net |
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Stock purchased and retired |
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Net income |
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Cash dividends ($ |
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Acquisition related employment costs, net of taxes |
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Foreign currency translation |
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Balance, March 31, 2026 | | | | $ | | | $ | — | | $ | | | $ | ( | | $ | |
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| | Three Months Ended March 31, 2025 | |||||||||||||||
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| | Common Stock | | Excess of | | Retained | | Comprehensive | | | | ||||||
| | Shares | | Amount | | Par Value | | Earnings | | Loss | | Total | |||||
Balance, December 31, 2024 |
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Stock issued for stock incentive plans, net |
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Stock purchased and retired |
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Net income |
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Cash dividends ($ | | — | |
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Foreign currency translation |
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Balance, March 31, 2025 | | | | $ | | | $ | — | | $ | | | $ | ( | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
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RPC, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025
(In thousands)
(Unaudited)
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| | Three Months Ended March 31, | ||||
| | 2026 | | 2025 | ||
OPERATING ACTIVITIES | | | | | | |
Net income | | $ | | | $ | |
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Stock-based compensation expense |
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Gain on disposition of assets, net |
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Deferred income tax benefit |
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Acquisition related employment costs | | | | | | — |
Other non-cash adjustments | | | | | | |
(Increase) decrease in assets: |
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Accounts receivable |
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Income taxes receivable |
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Inventories |
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Prepaid expenses |
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Other current assets |
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Other non-current assets |
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(Decrease) increase in liabilities: |
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Accounts payable |
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Income taxes payable |
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Unearned revenue | | | ( | | | ( |
Accrued payroll and related expenses |
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Accrued insurance expenses |
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Accrued state, local and other taxes |
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Other accrued expenses | | | ( | | | ( |
Retirement plan liabilities |
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Long-term accrued insurance expenses |
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Other long-term liabilities |
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Net cash provided by operating activities |
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INVESTING ACTIVITIES |
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Capital expenditures |
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Proceeds from sale of assets |
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Net cash used for investing activities |
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FINANCING ACTIVITIES |
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Payment of dividends |
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Cash paid for common stock purchased and retired |
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Cash paid for finance lease | | | ( | | | ( |
Net cash used for financing activities |
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Net (decrease) increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period | | $ | | | $ | |
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Supplemental cash flows disclosure: | | | | | | |
Income tax payments, net | | $ | | | $ | |
Interest paid | | $ | | | $ | |
Supplemental disclosure of noncash investing activities: | | | | | | |
Capital expenditures included in accounts payable | | $ | | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
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RPC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. GENERAL
The accompanying unaudited consolidated financial statements include the accounts of RPC, Inc. and its wholly-owned subsidiaries (“RPC” or “the Company”) and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These consolidated financial statements have been prepared in accordance with Accounting Standards Codification (ASC) Topic 810, “Consolidation” and Rule 3A-02(a) of Regulation S-X. In accordance with ASC Topic 810 and Rule 3A-02 (a) of Regulation S-X, the Company’s policy is to consolidate all subsidiaries and investees where it has voting control.
In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026.
The balance sheet at December 31, 2025, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025.
A group that includes Amy R. Kreisler and Timothy C. Rollins, each of whom is a director of the Company, certain of their family members, and certain companies under their and/or their family members’ control, controls in excess of fifty percent of the Company’s voting power.
2. RECENT ACCOUNTING STANDARDS
Recently Issued Accounting Standards Update (ASU) Not Yet Adopted:
ASU 2025-11: Interim Reporting (Topic 270): Narrow-Scope Improvements: This ASU updates existing guidance related to interim reporting. This amendment provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The provisions in this ASU are effective beginning in the first quarter of 2028. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.
ASU 2025-06: Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software: This ASU updates existing guidance related to the capitalization of development costs for internal-use software. These amendments update the threshold required to start capitalizing software costs and remove references to a sequential software development method. The provisions in this ASU are effective beginning in the first quarter of 2028. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.
ASU 2024-03: Income Statement (Topic 220): Disaggregation of Income Statement Expenses: The amendments in this ASU require public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements. These disclosures are effective beginning with 2027 annual reports, and interim reports beginning with the first quarter of 2028. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently assessing the potential impact of adoption of these provisions on the consolidated financial statements.
3. ACQUISITION
During the second quarter of 2025, RPC, through its wholly owned subsidiary, Thru Tubing Solutions, Inc., completed its previously announced acquisition of Pintail Alternative Energy, L.L.C. ("Pintail”). The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations primarily using Level 3 inputs. The preliminary purchase price allocation disclosed as of December 31, 2025, has been revised as new information was received and analyzed resulting in a $2.3 million increase in tradenames, a $100 thousand increase in customer
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RPC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
relationships and decreases in goodwill of $2.2 million and property, plant and equipment of $227 thousand. The changes are attributable to valuation refinements. No adjustments were made in the quarter ending March 31, 2026.
The measurement period concluded on April 1, 2026, and the fair values of assets acquired and liabilities assumed were finalized as of that date. Any subsequent changes resulting from new information obtained after the measurement period will be recognized in earnings in the period identified, in accordance with ASC 805. The amounts below represent the fair value at the end of the measurement period:
| | | | |
| | | Amount | |
Cash and cash equivalents | | $ | | |
Accounts receivable | |
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Inventories | |
| | |
Prepaid expenses | |
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Property, plant and equipment, net | |
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Operating lease right-of-use assets | |
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Finance lease right-of-use assets | |
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Other intangibles, net | |
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Other assets | |
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Total assets | | | | |
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Accounts payable | | | ( | |
Accrued payroll and related expenses | |
| ( | |
Accrued state, local and other taxes | |
| ( | |
Current portion of notes payable | | | ( | |
Current portion of operating lease liabilities | |
| ( | |
Current portion of finance lease liabilities | | | ( | |
Accrued expenses and other liabilities | | | ( | |
Long-term operating lease liabilities | | | ( | |
Long-term finance lease liabilities | |
| ( | |
Total liabilities | |
| ( | |
Net assets acquired | | | | |
Preliminary purchase price | | | | |
Goodwill recorded | | $ | | |
The following table summarizes the amounts allocated to identifiable intangible assets acquired:
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| | Fair Value | | | Estimated Useful Life |
(in thousands) | | | | | |
Customer relationships | $ | | | | |
Trade names and trademarks | | | | | |
Intangible assets acquired | $ | | | | |
The Consolidated Statement of Operations for the three months ended March 31, 2025, did not include Pintail’s operating results as the acquisition closed on April 1, 2025.
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RPC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. REVENUES
Accounting Policy:
RPC’s contract revenues are generated principally from providing oilfield services. These services are based on mutually agreed upon pricing with the customer prior to the services being delivered and, given the nature of the services, do not include the right of return. Pricing for these services is a function of rates based on the nature of the specific job, with consideration for the extent of equipment, labor, and consumables needed for the job. RPC typically satisfies its performance obligations over time as the services are performed. RPC records revenues based on the transaction price agreed upon with its customers.
Sales tax charged to customers is presented on a net basis within the accompanying Consolidated Statements of Operations and therefore excluded from revenues.
Nature of services:
RPC provides a broad range of specialized oilfield services to independent and major oil and gas companies engaged in the exploration, production and development of oil and gas properties throughout the United States and in selected international markets. RPC manages its business as either (1) services offered on the well site with equipment and personnel (Technical Services) or (2) services and tools offered off the well site (Support Services). For more detailed information about the Company’s operating segments, see Note titled “Business Segment and Entity Wide Disclosures.”
Our contracts with customers are generally short-term in nature and generally consist of a single performance obligation – the provision of oilfield services. RPC contracts with its customers to provide the following services by reportable segment:
Technical Services
| ● | Includes pressure pumping, downhole tools, wireline, coiled tubing, cementing, snubbing, nitrogen, well control and fishing. |
Support Services
| ● | Rental tools – RPC rents tools to its customers for use with onshore and offshore oil and gas well drilling, completion and workover activities. |
| ● | Other support services include pipe handling and pipe inspection and storage services, and well control training. |
Payment terms:
RPC’s contracts with customers state the final terms of the sales, including the description, quantity, and price of each service to be delivered. The Company’s contracts are generally short-term in nature and in most situations, RPC provides services ahead of payment - i.e., RPC has fulfilled the performance obligation prior to submitting a customer invoice. RPC invoices the customer upon completion of the specified services and collection is generally expected between
Significant judgments:
RPC believes the output method is a reasonable measure of progress for the satisfaction of our performance obligations, which are satisfied over time, as it provides a faithful depiction of (1) our performance toward complete satisfaction of the performance obligation under the contract and (2) the value transferred to the customer of the services performed under the contract. RPC has elected the right to invoice practical expedient for recognizing revenue related to its performance obligations.
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RPC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Disaggregation of revenues:
See Note titled “Business Segment and Entity Wide Disclosures” for disaggregation of revenue by operating segment and services offered in each of them and by geographic regions.
Contract balances:
Contract assets representing the Company’s rights to consideration for work completed but not billed are included in accounts receivable, net in the accompanying Consolidated Balance Sheets and are shown below:
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| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
(in thousands) | | | | | | |
Unbilled trade receivables | | $ | | | $ | |
Substantially all the unbilled trade receivables disclosed were, or are expected to be, invoiced during the following quarter.
Unearned revenue
Contract liabilities represent payments received in advance of satisfying the Company’s performance obligation and are recognized over time as the service is performed. All of the $
5. STOCK-BASED COMPENSATION
The Company has issued various forms of stock incentives, including incentive and non-qualified stock options, time-lapse restricted shares and performance share unit awards under its Stock Incentive Plans to officers, selected employees and non-employee directors.
In the first quarter of 2026, the Company issued
As of March 31, 2026, there were
6. DEPRECIATION AND AMORTIZATION
Depreciation and amortization disclosed in the Consolidated Statements of Operations related to the following components:
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| | Three months ended | ||||
| | March 31, | ||||
| | | 2026 | | | 2025 |
(in thousands) | | | | | | |
Cost of revenues | | $ | | | $ | |
Selling, general and administrative expenses | | | | | | |
Total | | $ | | | $ | |
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RPC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7. INCOME TAXES
The Company generally determines its periodic income tax expense or benefit based upon the current period income or loss and the annual estimated tax rate for the Company adjusted for discrete items including changes to prior period estimates. In certain instances, the Company uses the discrete method when it believes the actual year-to-date effective rate provides a more reliable estimate of its income tax rate for the period. The estimated tax rate is revised, if necessary, at the end of each successive interim period to the Company’s current annual estimated tax rate.
For the three months ended March 31, 2026, the effective rate reflects a provision of
8. EARNINGS PER SHARE
Basic and diluted earnings per share are computed by dividing net income by the weighted average number of shares outstanding during the respective periods. In addition, the Company has periodically issued share-based payment awards that contain non-forfeitable rights to dividends and are therefore considered participating securities. The following table shows the restricted shares of common stock and stock consideration issued to the Seller as part of Pintail acquisition (participating securities) outstanding and a reconciliation of outstanding weighted average shares:
| | | | | | |
| | Three months ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
(in thousands) | | | | | | |
Net income available for stockholders | | $ | | | $ | |
Less: Adjustments for earnings attributable to participating securities | | | ( | | | ( |
Net income used in calculating earnings per share | | $ | | | $ | |
| | | | | | |
Weighted average shares outstanding (including participating securities) | |
| | |
| |
Adjustment for participating securities | |
| ( | |
| ( |
Shares used in calculating basic and diluted earnings per share | |
| | |
| |
9. ACCOUNTS RECEIVABLE
Accounts receivable, net consists of the following:
| | | | | | |
| | March 31, | | December 31, | ||
| | 2026 | | 2025 | ||
(in thousands) | | | | | | |
Trade receivables: |
| | |
| | |
Billed | | $ | | | $ | |
Unbilled | |
| | |
| |
Other receivables | |
| | |
| |
Total | |
| | |
| |
Less: allowance for credit losses | |
| ( | |
| ( |
Accounts receivable, net | | $ | | | $ | |
Trade receivables relate to revenues generated from equipment and services, for which credit is extended based on our evaluation of the customer’s credit worthiness. Unbilled receivables represent revenues earned but not billed to the customer until future dates, usually within one month. Other receivables consist primarily of net amounts receivable from an agent that operates internationally, as well as amounts due from the favorable resolution of state tax audits and rebates due from suppliers.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
10. CURRENT EXPECTED CREDIT LOSSES
The Company utilizes an expected credit loss model for valuing its accounts receivable, a financial asset measured at amortized cost. The Company is exposed to credit losses primarily from providing oilfield services. The Company’s expected allowance for credit losses for accounts receivable is based on historical collection experience, current and future economic and market conditions and a review of the current status of customers’ account receivable balances. Due to the short-term nature of such receivables, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers’ financial condition and macroeconomic conditions. Balances are written off when determined to be uncollectible and recoveries of amounts previously written off are recorded when collected.
The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected:
| | | | | | |
| | | | | ||
| | Three Months Ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
(in thousands) | | | | | | |
Beginning balance | | $ | | | $ | |
Provision for current expected credit losses | | | | |
| |
Write-offs | | | ( | |
| ( |
Recoveries collected (net of expenses) | | | | |
| |
Ending balance | | $ | | | $ | |
11. INVENTORIES
Inventories consist of (i) raw materials and supplies that are consumed providing services to the Company’s customers, (ii) spare parts for equipment used in providing these services and (iii) components and attachments for manufactured equipment used in providing services. In the table below, spare parts and components are included as part of raw materials and supplies; tools that are assembled using components are reported as finished goods. Inventories are recorded at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method or the weighted average cost method.
| | | | | | |
| | March 31, | | December 31, | ||
(in thousands) | | 2026 | | 2025 | ||
Raw materials and supplies | | $ | | | $ | |
Finished goods | | | | |
| |
Total Inventory | | $ | | | $ | |
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RPC, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
12. OTHER INTANGIBLES, NET
Intangible assets are amortized over their legal or estimated useful life. The following table provides a summary of the gross carrying value and accumulated amortization by each major intangible asset class as of March 31, 2026, and December 31, 2025:
| | | | | | | | | | | | | | |
| | | | | March 31, 2026 | | | December 31, 2025 | ||||||
| | Estimated Useful Life (in years) | | | Gross | | | Accumulated Amortization | | | Gross | | | Accumulated Amortization |
(in thousands) | | | | | | | | | | | | | | |
Finite-lived intangibles: | | | | | | | | | | | | | | |
Customer relationships | | | $ | | | $ | ( | | $ | | | $ | ( | |
Trade names and trademarks | | | | | | | ( | | | | | | ( | |
Software licenses | | | | | | | ( | | | | | | ( | |
| | | | $ | | | $ | ( | | $ | | | $ | ( |
During 2025, the Company acquired intangible assets; see Note titled “Acquisition” for additional details related to the intangible assets acquired.
Amortization expense for each of the periods presented follows:
| | | | | | |
| | Three months ended | ||||
| | March 31, | ||||
| | | 2026 | | | 2025 |
(in thousands) | | | | | | |
Amortization of finite-lived intangible assets | | $ | | | $ | |
Estimated future amortization expense based on balances as of March 31, 2026, were as follows: $
13. COMMITMENTS AND CONTINGENCIES
Sales and Use Taxes - The Company has ongoing sales and use tax audits in various jurisdictions and may be subjected to varying interpretations of statute that could result in unfavorable outcomes. In accordance with ASC 450-20, Loss Contingencies, any probable and reasonable estimate of assessment costs have been included in accrued state, local and other taxes.
The Company had previously received state tax notifications related to sales and use tax which were resolved subsequent to year-end with no material impact on its consolidated financial position, results of operations or cash flows.
Litigation - RPC is a party to various routine legal proceedings primarily involving commercial claims, employee liability and workers’ compensation claims and claims for personal injury. RPC insures against these risks to the extent deemed prudent by its management, but no assurance can be given that the nature and amount of such insurance will, in every case, fully indemnify RPC against liabilities arising out of pending and future legal proceedings related to its business activities. RPC is also subject to sales and use tax audits in various jurisdictions. While the outcome of these existing lawsuits, legal proceedings, claims and audits cannot be predicted with certainty, management believes that the outcome of all such proceedings, even if determined adversely, would not have a material adverse effect on RPC’s business or financial condition.
14. NOTES PAYABLE
The Company has a revolving Credit Agreement with Bank of America and
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is June 22, 2027, and the interest rate is based on Term Secured Overnight Financing Rate (Term SOFR). In addition, the terms of the agreement have a
Under the Credit Agreement, when RPC’s trailing four quarter EBITDA (as calculated under the Credit Agreement) is equal to or greater than $
Revolving loans under the amended revolving credit facility bear interest at one of the following two rates at the Company’s election:
| ● | Term SOFR; plus, a margin ranging from |
| ● | the Base Rate, which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus |
In addition, the Company pays an annual fee ranging from
As of March 31, 2026, RPC had
| | | | | | | |
| | Three months ended | | ||||
| | March 31, | | ||||
| | 2026 | | 2025 | | ||
(in thousands) | | | | |
| ||
Interest incurred | | $ | | | $ | |
|
Interest paid | | | | | | | |
15. FAIR VALUE DISCLOSURES
The various inputs used to measure assets at fair value establish a hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three broad levels as follows:
The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the quarter ended March 31, 2026, there were no significant transfers in or out of levels 1, 2 or 3.
Under the Company’s revolving credit facility, there was
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
which approximates fair value, and bear variable interest rates as described in the Note titled “Notes Payable”. The Company is subject to interest rate risk, to the extent there are outstanding borrowings on the variable component of the interest rate.
The carrying amounts of other financial instruments reported in the balance sheet for current assets and current liabilities approximate their fair values because of the short maturity of these instruments. The Company currently does not use the fair value option to measure any of its existing financial instruments and has not determined whether it will elect this option for financial instruments acquired in the future.
16. ACCUMULATED OTHER COMPREHENSIVE LOSS
Accumulated other comprehensive loss consists of the following:
| | | |
| | | Foreign |
| | | Currency |
| | | Translation |
(in thousands) | | | |
Balance at December 31, 2025 | | $ | ( |
Change during the period: | |
| |
Before-tax amount | |
| ( |
Balance at March 31, 2026 | | $ | ( |
| | | |
| | | Foreign |
| | | Currency |
| | | Translation |
(in thousands) | | | |
Balance at December 31, 2024 | | $ | ( |
Change during the period: | |
| |
Before-tax amount | |
| |
Balance at March 31, 2025 | | $ | ( |
17. CASH PAID FOR COMMON STOCK PURCHASED AND RETIRED
The Company has a stock buyback program with authorization to repurchase up to
Shares purchased for withholding taxes represent taxes due upon vesting of time-based restricted share awards granted to employees.
Total share repurchases for each of the periods presented are detailed below:
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |||||||
| | Three months ended March 31, 2026 | | Three months ended March 31, 2025 | | ||||||||||||||
| | No. of Shares | | | Avg. Price | | | Total Cost | | No. of Shares | | | Avg. Price | | | Total Cost | | ||
(in thousands except per share data) | | | | | | | | | | | | | | | | | | | |
Shares purchased for withholding taxes | | | | | $ | | $ | | | | | | $ | | $ | | | ||
Open market purchases | | | — | | | — | | | — | | | — | | | — | | | — | |
Total | | | | | $ | | $ | | | | | | $ | | $ | | | ||
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
18. BUSINESS SEGMENT AND ENTITY WIDE DISCLOSURES
RPC’s
Technical Services consists primarily of pressure pumping, downhole tools, wireline, coiled tubing, cementing, snubbing, nitrogen, well control and fishing. The services offered under Technical Services are high capital and personnel intensive businesses. The Company considers all of these services to be closely integrated oil and gas well servicing businesses and makes resource allocation and performance assessment decisions based on this operating segment as a whole across these various services.
Support Services consist primarily of drill pipe and related tools, pipe handling, pipe inspection and storage services, and oilfield training services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels.
The accounting policies of the reportable segments are the same as those referenced in Note titled “General.” Gains or losses on disposition of assets are reviewed on a consolidated basis, and accordingly the Company does not report gains or losses at the segment level. Intersegment revenues are generally recorded in segment operating results at prices that management believes approximate prices for arm’s length transactions and are not material to operating results.
RPC's Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. For each of the reportable segments, the CODM uses operating income to allocate resources (equipment, financial, and human resources. The CODM assesses performance and makes resource allocation decisions regarding, among others, staffing, growth and maintenance capital expenditures and key initiatives based on the operating segments.
Significant segment revenues, expenses and operating income by reportable segment for the three months ended March 31, 2026, and 2025 are shown in the following tables:
| | | | | | | | | | | |
| | | Technical | | Support | | | | |||
| | | Services | | Services | | Total | | |||
(in thousands) | | | | | | | | | | | |
2026 | | | | | | | | | | | |
Revenues | | $ | | | $ | | | $ | | | |
| | | | | | | | | | | |
Employment costs (1) | | | | | | | | | | | |
Materials and supplies | | | | | | | | | | | |
Maintenance & repairs | | | | | | | | | | | |
Fleet and transportation | | | | | | | | | | | |
Other cost of revenues (2) | | | | | | | | | | | |
Cost of revenues (exclusive of depreciation and amortization) |
| $ | | | $ | | | $ | | | |
| | | | | | | | | | | |
Employment costs (1) | | | | | | | | | | | |
Enterprise shared services (3) | | | | | | | | | | | |
Other selling, general and administrative expenses (4) | | | | | | | | | | | |
Selling, general and administrative expenses | | $ | | | $ | | | $ | | | |
| | | | | | | | | | | |
Segment depreciation and amortization | | | | | | | | | | | |
Segment operating income | | $ | | | $ | | | $ | | | |
Unallocated corporate expenses (5) | | | | | | | | | | | |
Acquisition related employment costs | | | | | | | | | | | |
Gain on disposition of assets, net | | | | | | | | | ( | | |
Operating income | | | | | | | | $ | | | |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| | | | | | | | | |
| | | Technical | | Support | | | ||
| | | Services | | Services | | Total | ||
(in thousands) | | | | | | | | | |
2025 | | | | | | | | | |
Revenues | | $ | | | $ | | | $ | |
| | | | | | | | | |
Employment costs (1) | | | | | | | | | |
Materials and supplies | | | | | | | | | |
Maintenance & repairs | | | | | | | | | |
Fleet and transportation | | | | | | | | | |
Other cost of revenues (2) | | | | | | | | | |
Cost of revenues (exclusive of depreciation and amortization) |
| $ | | | $ | | | $ | |
| | | | | | | | | |
Employment costs (1) |
| | | | | | | | |
Enterprise shared services (3) | | | | | | | | | |
Other selling, general and administrative expenses (4) | | | | | | | | | |
Selling, general and administrative expenses | | $ | | | $ | | | $ | |
| | | | | | | | | |
Segment depreciation and amortization | | | | | | | | | |
Segment operating income | | $ | | | $ | | | $ | |
Unallocated corporate expenses (5) | | | | | | | | | |
Gain on disposition of assets, net | | | | | | | | | ( |
Operating income | | | | | | | | $ | |
| (1) | Employment costs include employee payroll, share-based compensation, bonuses and amounts related to benefits for each of the income statement items. Additional employment costs are included within the Enterprise shared services amount. |
| (2) | Includes expenses related to rent, travel, insurance and other costs. |
| (3) | Includes costs incurred at the enterprise level that are allocated to each reportable segment based on payroll cost, headcount and revenues. |
| (4) | Includes professional fees, utilities, travel & entertainment and other costs. |
| (5) | Unallocated corporate expenses are included in selling general and administrative expenses at the consolidated level. |
The table below shows the reconciliation of segment totals to the consolidated level for the three months ended March 31, 2026, and 2025:
| | | | | | | | | | | | | | | | |
| | Technical | | Support | | Segment | | Unallocated | | Consolidated | | |||||
| | Services | | Services | | Total | | Total | | Total | | |||||
(in thousands) | | | | | | | | | | | | | | | | |
2026 | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | $ | | | $ | | | $ | | | $ | | | $ | | |
Depreciation and amortization | | | | | | | | | | | | | | | | |
Capital expenditures (1) | | | | | | | | | | | | | | | | |
Total assets, end of period (2) | | $ | | | $ | | | $ | | | $ | | | $ | | |
2025 | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | $ | | | $ | | | $ | | | $ | | | $ | | |
Depreciation and amortization | | | | | | | | | | | | | | | | |
Capital expenditures (1) | | | | | | | | | | | | | | | | |
Total assets, end of period (2) | | $ | | | $ | | | $ | | | $ | | | $ | | |
| (1) | Unallocated total primarily related to corporate and enterprise services capital expenditures. |
| (2) | Unallocated total primarily consists of cash and cash equivalents of $ |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following summarizes revenues for the United States and separately for all international locations combined for the three months ended March 31, 2026, and 2025. The revenues are based on the location of the use of the equipment or services. Assets related to international operations are less than 10% of RPC’s consolidated assets and therefore are not presented.
| | | | | | |
| | Three months ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
(in thousands) | | | | | | |
United States revenues | | $ | | | $ | |
International revenues |
| | |
| | |
Total revenues | | $ | | | $ | |
Segment Revenues:
RPC’s operating segment revenues by major service lines are shown in the following table:
| | | | | | |
| | Three months ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
(in thousands) | | | | | | |
Technical Services: | | | | | | |
Pressure Pumping | | $ | | | $ | |
Downhole Tools |
| | |
| | |
Wireline | | | |
| | |
Coiled Tubing |
| | |
| | |
Cementing | | | | | | |
Nitrogen |
| | |
| | |
Snubbing |
| | |
| | |
All other |
| | |
| | |
Total Technical Services | | | | | | |
| | | | | | |
Support Services: | |
| | |
| |
Rental Tools | | | | | | |
All other | | | | | | |
Total Support Services | | | | | | |
| | | | | | |
Total revenues | | $ | | | $ | |
19. SUBSEQUENT EVENT
Dividends
On
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RPC, INC. AND SUBSIDIARIES
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Overview
The following discussion should be read in conjunction with the Consolidated Financial Statements included elsewhere in this document. See also Forward-Looking Statements on page 27.
RPC, Inc. (“RPC” or “the Company”) provides a broad range of specialized oilfield services primarily to independent and major Oilfield companies engaged in exploration, production and development of oil and gas properties throughout the United States, including the Gulf of America, mid-continent, southwest, Rocky Mountain and Appalachian regions, and in selected international locations. The Company’s revenues and profits are generated by providing equipment and services to customers who operate oil and gas properties and invest capital to drill new wells and enhance production or perform maintenance on existing wells. We continuously monitor factors that impact current and expected customer activity levels, such as the prices of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel. Our financial results are affected by geopolitical factors such as political instability in the petroleum-producing regions of the world, the actions of the OPEC oil cartel, overall economic conditions and weather in the United States, the prices of oil and natural gas, other shifting trends in our industry, and our customers’ drilling and production activities.
The discussion of our key business and financial strategies set forth under the Overview section in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, is incorporated herein by reference.
During the first quarter of 2026, total revenues of $454.8 million increased by $121.9 million or 36.6% compared to the same period in the prior year.
Operating income was $2.6 million for the three months ended March 31, 2026, compared to $12.4 million for the same period of 2025.
Net income for the three months ended March 31, 2026, was $0.9 million, or $0.00 (rounded) diluted earnings per share compared to net income of $12.0 million, or $0.06 diluted earnings per share in the same period of 2025.
Net cash provided by operating activities decreased to $31.2 million for the three months ended March 31, 2026, compared to $39.9 million for the same period of 2025.
As of March 31, 2026, there were no outstanding borrowings under our credit facility.
Pintail Acquisition
As described in more detail in the notes to financial statements, on April 1, 2025, we completed our acquisition of Pintail Alternative Energy, L.L.C. ("Pintail”). Under the acquisition agreement, the consideration for the transaction consisted of: (i) $170 million in cash ("the Closing Cash”), subject to certain adjustments (ii) $25 million of RPC common stock (pursuant to which 4,545,454 shares were issued) (the “Stock Consideration”), and (iii) $50 million in the form of a secured note payable to Houston LP (the "Seller Note”). For further information, see “Acquisition related employment costs” and “Material Cash Requirements” below.
How We Evaluate Our Operations
We use Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow, all non-GAAP measures, to evaluate and analyze the operating performance of our businesses.
These measures should not be considered in isolation or as a substitute for performance or liquidity measures prepared in accordance with GAAP. Management believes that presenting these non-GAAP measures, other than free cash flow, enables investors to compare the operating performance of our core business consistently over various time periods, without regard to acquisition related employment costs and changes in our accounting for purchases of wireline cables, and in the case of Adjusted EBITDA and Adjusted EBITDA margin, without regard to changes in our capital structure. Management believes that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating RPC's liquidity. Free cash flow should be considered in addition to, rather than as a substitute for, net cash provided by operating
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activities as a measure of our liquidity. Additionally, RPC’s definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, management believes it is important to view free cash flow as a measure that provides supplemental information to our Condensed Consolidated Statements of Cash Flows.
A non-GAAP financial measure is a numerical measure of financial performance, financial position, or cash flows that either 1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of operations, balance sheet or statement of cash flows, or 2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.
See Non-GAAP Financial Measures below for a reconciliation of EBITDA and Adjusted EBITDA to net income, and Adjusted EBITDA margin to net income margin, the most directly comparable financial measures calculated and presented in accordance with GAAP and a reconciliation of Free Cash Flow to Operating Cash Flow, the most directly comparable financial measure calculated and presented in accordance with GAAP.
Results of Operations
| | | | | | |
| | Three months ended | ||||
| | March 31, | ||||
| | 2026 | | 2025 | ||
(in thousands, except for percentages) | | | | | | |
Revenues by business segment: | | | | | | |
Technical | | $ | 434,282 | | $ | 311,844 |
Support | | | 20,473 | | | 21,033 |
Total revenue | | | 454,755 | | | 332,877 |
| | | | | | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | | | 355,585 | | | 243,895 |
Selling, general and administrative expenses | | | 48,207 | | | 42,499 |
Acquisition related employment costs | | | 7,292 | | | — |
Depreciation and amortization | | | 42,854 | | | 35,623 |
Gain on disposition of assets | | | (1,803) | | | (1,526) |
Other income, net | | | (749) | | | (885) |
Interest expense | | | 830 | | | 131 |
Interest income | | | (1,770) | | | (3,395) |
Income tax provision | | | 3,454 | | | 4,505 |
Net income | | $ | 855 | | $ | 12,030 |
| | | | | | |
Net income margin | | | 0.2% | | | 3.6% |
Net cash provided by operating activities | | $ | 31,173 | | $ | 39,865 |
| | | | | | |
Non-GAAP Financial Measures | | | | | | |
Adjusted EBITDA | | $ | 53,515 | | $ | 48,894 |
Adjusted EBITDA margin | | | 11.8% | | | 14.7% |
Free cash flow | | $ | (932) | | $ | 7,595 |
THREE MONTHS ENDED MARCH 31, 2026, COMPARED TO THREE MONTHS ENDED MARCH 31, 2025
Revenues. Revenues of $454.8 million for the three months ended March 31, 2026, increased 36.6% compared to the three months ended March 31, 2025. The increase in revenues was primarily due to revenues of $97.8 million from Pintail, which was acquired during the second quarter of 2025, coupled with revenue increases in pressure pumping, downhole tools and coiled tubing. The pressure pumping market remains highly competitive. Management believes the industry continues to be over-supplied and efficiency gains are contributing to excess capacity in the industry. These challenges have impacted activity levels, asset utilization, and pricing. International revenues represented 1.5% of total revenues in the first quarter of 2026 compared to 2.4% in the same period of the prior year. We believe that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future.
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During the first quarter of 2026, the average price of oil was 1.9% lower and the average price of natural gas was 16.2% higher, both compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the three months ended March 31, 2026, was 6.8% lower than in the same period in 2025.
The Technical Services segment revenues for the first quarter of 2026 increased by 39.3% compared to the same period of the prior year due primarily to the acquisition of Pintail, coupled with an increase in pressure pumping, downhole tools and coiled tubing revenues. Support Services segment revenues for the first quarter of 2026 decreased by 2.7% compared to the same period in the prior year, primarily due to lower pricing within rental tools.
Technical Services reported operating income was $16.0 million during the first quarter of 2026 compared to operating income of $14.0 million in the first quarter of 2025. The increase in Technical Services operating income was primarily due to an increase in downhole tool activity, partially offset by an overall weaker pricing environment and unfavorable pressure pumping job mix. The first quarter of 2026 includes operating results of Pintail. Support Services segment revenues for the first quarter of 2026 decreased by 2.7% compared to the same period in the prior year, primarily due to lower activity levels within rental tools. Support Services reported operating income of $401 thousand for the first quarter of 2026 compared to operating income of $2.7 million for the first quarter of 2025. First quarter 2026 Support Services operating income decreased by $2.3 million compared to the first quarter of the prior year due to lower pricing in rental tools and job mix.
Cost of revenues. Cost of revenues increased 45.8% to $355.6 million for the three months ended March 31, 2026, compared to $243.9 million for the three months ended March 31, 2025, primarily due to costs from Pintail, which was acquired during the second quarter of 2025, coupled with increases in expenses consistent with higher activity levels. In accordance with Staff Accounting Bulletin (SAB) Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $37.1 million for the first quarter of 2026 compared to $32.4 million for the first quarter of 2025.
Selling, general and administrative expenses. Selling, general and administrative expenses increased to $48.2 million for the three months ended March 31, 2026, compared to $42.5 million for the three months ended March 31, 2025, primarily due to an increase in variable expenses consistent with higher activity levels, coupled with expenses from Pintail, which was acquired during the second quarter of 2025.
Acquisition related employment costs. Acquisition related employment costs of $7.3 million represent non-cash accounting adjustments related to the Pintail acquisition costs that are contingent upon continued employment of certain Pintail employees.
Depreciation and amortization. Depreciation and amortization increased 20.3% to $42.9 million for the three months ended March 31, 2026, compared to $35.6 million for the three months ended March 31, 2025. Depreciation and amortization increased due to additional fixed assets and intangibles related to the Pintail acquisition, coupled with capital expenditures in the past year.
Gain on disposition of assets, net. Gain on disposition of assets, net was $1.8 million for the three months ended March 31, 2026, compared to $1.5 million for the three months ended March 31, 2025. The gain on disposition of assets, net is generally comprised of gains and losses related to various property and equipment dispositions or sales to customers of lost or damaged rental equipment.
Other income, net. Other income, net was $749 thousand for the three months ended March 31, 2026, compared to $885 thousand for the same period in the prior year.
Interest expense and interest income. Interest expense increased to $830 thousand for the three months ended March 31, 2026, compared to $131 thousand for the three months ended March 31, 2025. Interest expense increased primarily due to interest on the Seller Note issued in conjunction with the Pintail acquisition. Interest expense includes interest on the Seller Note, facility fees on the unused portion of the credit facility and the amortization of loan costs. Interest income decreased to $1.8 million compared to $3.4 million in the prior year due to a lower average cash balance, primarily due to the acquisition of Pintail during the second quarter of 2025.
Income tax provision. Income tax provision was $3.5 million during the three months ended March 31, 2026, compared to $4.5 million tax provision for the same period in 2025. The effective tax rate was 80.1% for the three months ended March 31, 2026, compared to a 27.2% effective tax rate for the three months ended March 31, 2025. The increase in effective tax rate is primarily due to acquisition related employment costs that are permanently nondeductible for tax purposes, which had a disproportionate impact due to lower pretax income.
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Net income, net income margin and diluted earnings per share. Net income was $0.9 million during the three months ended March 31, 2026, or $0.00 (rounded) diluted earnings per share, compared to net income of $12.0 million during the three months ended March 31, 2025, or $0.06 diluted earnings per share. Net income margin was 0.2% for the three months ended March 31, 2026, compared to 3.6% for the same period in the prior year.
Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $53.5 million, and Adjusted EBITDA margin was 11.8% for the three months ended March 31, 2026, compared to $48.9 million and 14.7%, respectively, for the same period in the prior year.
Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $31.2 million for the three months ended March 31, 2026, compared to $39.9 million for the three months ended March 31, 2025. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital, coupled with lower net income. Working capital was a use of cash during the current quarter primarily due to higher accounts receivable due to activity increases. Free cash flow was a use of $0.9 million for the three months ended March 31, 2026, compared to a source of $7.6 million for the three months ended March 31, 2025.
Non-GAAP Financial Measures
Reconciliation of GAAP and non-GAAP Financial Measures
Disclosed herein are non-GAAP financial measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow. These measures should not be considered in isolation or as a substitute for performance or liquidity measures prepared in accordance with GAAP.
A non-GAAP financial measure is a numerical measure of financial performance, financial position, or cash flows that either 1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations, balance sheet or statement of cash flows, or 2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.
Set forth below are reconciliations of these non-GAAP measures with their most directly comparable GAAP measures.
| | | | | | |
| | Three months ended | ||||
| | March 31, | | March 31, | ||
(In thousands) | | 2026 | | 2025 | ||
Reconciliation of Net Income to EBITDA and Adjusted EBITDA |
| | | | | |
Net income | | $ | 855 | | $ | 12,030 |
Adjustments: | | | | | | |
Add: Income tax provision | |
| 3,454 | |
| 4,505 |
Add: Interest expense | |
| 830 | |
| 131 |
Add: Depreciation and amortization | |
| 42,854 | |
| 35,623 |
Less: Interest income | |
| 1,770 | |
| 3,395 |
EBITDA | | $ | 46,223 | | $ | 48,894 |
| |
| | |
| |
Add: Acquisition related employment costs | |
| 7,292 | |
| — |
Adjusted EBITDA | | $ | 53,515 | | $ | 48,894 |
| | | | | | |
Revenues | | $ | 454,755 | | $ | 332,877 |
| | | | | | |
Net income margin(1) | | | 0.2% | | | 3.6% |
| | | | | | |
Adjusted EBITDA margin(1) | | | 11.8% | | | 14.7% |
| (1) | Net income margin is calculated as net income divided by revenues. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenues. |
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| | | | | |
| Three months ended March 31, | ||||
(In thousands) | 2026 | | 2025 | ||
Reconciliation of Operating Cash Flow to Free Cash Flow | | |
| | |
Net cash provided by operating activities | $ | 31,173 | | $ | 39,865 |
Capital expenditures | | (32,105) | | | (32,270) |
Free cash flow | $ | (932) | | $ | 7,595 |
Liquidity and Capital Resources
Cash Flows
The Company’s cash and cash equivalents decreased $9.2 million to $200.7 million as of March 31, 2026, compared to cash and cash equivalents of $210.0 million as of December 31, 2025.
The following table sets forth the historical cash flows for the three months ended March 31, 2026, and 2025:
| | | | | | |
| | Three Months Ended March 31, | ||||
| | 2026 | | 2025 | ||
(In thousands) | | | | | | |
Net cash provided by operating activities | | $ | 31,173 | | $ | 39,865 |
Net cash used for investing activities | | | (27,840) | | | (27,443) |
Net cash used for financing activities | | $ | (12,577) | | $ | (11,673) |
Cash provided by operating activities for the three months ended March 31, 2026, decreased by $8.7 million compared to the three months ended March 31, 2025, primarily due to unfavorable changes in working capital, coupled with a decrease in net income. Change in working capital was a use of cash of $21.7 million during the three months ended March 31, 2026, compared to a use of cash of $6.9 million in the same period last year. The most significant working capital related cash flow during the three months ended March 31, 2026, was a cash use of $47.1 million in accounts receivable, partially offset by a cash source of $41.3 million in accounts payable, both due to an increase in activity levels, coupled with the timing of payments and receipts. The changes in the other components of working capital were mainly due to the timing of payments and receipts.
Cash used for investing activities for the three months ended March 31, 2026, increased by $0.4 million compared to the three months ended March 31, 2025, primarily due to a decrease in proceeds from sale of assets, partially offset by a slight decrease in capital expenditures primarily related to the timing of new equipment deliveries. Capital expenditures were $32.1 million for the three months ended March 31, 2026, compared to $32.3 million for the three months ended March 31, 2025.
Cash used for financing activities for the three months ended March 31, 2026, increased by $0.9 million compared to the three months ended March 31, 2025, primarily due to an increase in repurchases of the Company’s shares for taxes related to the vesting of restricted shares.
Financial Condition and Liquidity
The Company’s financial condition remains strong. We believe the liquidity provided by our existing cash and cash equivalents and our overall strong capitalization is sufficient to meet our requirements for at least the next twelve months. Our material cash requirements, including commitments for capital expenditures, as of the end of the latest fiscal period, are set forth below under “Material Cash Requirements.” The Company’s decisions about the amount of cash to be used for investing and financing activities are influenced by our capital position, and the expected amount of cash to be provided by operations. RPC does not expect to utilize our revolving credit facility to meet these liquidity requirements in the near term.
The majority of our cash and cash equivalents are held at multiple financial institutions, each of which holds funds in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). These financial institutions are among the largest in the United States and we believe are a safe place to hold our deposits.
The Company currently has a $100.0 million revolving credit facility that matures in June 2027. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. The
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revolving credit facility includes a full and unconditional guarantee by the Company's 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is June 22, 2027, and the interest rate is based on Term Secured Overnight Financing Rate (Term SOFR). In addition, the terms of the agreement have a 1.00% per annum floor for Base Rate borrowings and permits the issuance of letters of credit in currencies other than U.S. dollars. As of March 31, 2026, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $18.2 million; therefore, a total of $81.8 million of the facility was available. The Company is currently in compliance with the credit facility financial covenants. For additional information with respect to RPC’s facility, see note to the consolidated financial statements titled “Notes Payable.”
The Company has a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (SEC) that expires on May 5, 2028, which permits it to offer common stock, preferred stock, warrants, rights, depositary shares, purchase contracts and units containing two or more of the foregoing, in one or more offerings in an aggregate amount of up to $300 million. The Form S-3 is intended to provide us the flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs.
Material Cash Requirements
The Company currently expects capital expenditures to be between $160 million and $180 million in 2026. We expect capital expenditures to be directed towards capitalized maintenance of our existing equipment and selected growth opportunities as well as the upgrade to our ERP and supply chain systems. As of March 31, 2026, $32.1 million had been spent.
During 2026, the Company continued its multi-year systems transformation program to upgrade its ERP and supply chain systems and continues to capitalize some costs associated with ERP implementation. We plan to continue the ERP implementation through a phased approach.
As noted above, the Company issued a Seller Note in connection with the Pintail Acquisition. The Seller Note matures on April 1, 2028, and provides for specified principal payments to be made annually through the third anniversary of the acquisition. The first principal payment of $20 million will be made on May 11, 2026. Interest on the Seller Note accrues at a variable rate equal to the SOFR for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate. For the first quarter of 2026, interest payments paid on the Seller Note totaled approximately $704 thousand. The Seller Note provides for principal reduction or cancellation upon certain events related to the employment of one of the sellers.
As of March 31, 2026 letters of credit outstanding relating to self-insurance programs and contract bids totaled $18.2 million.
The Company has ongoing sales and use tax audits in various jurisdictions subject to varying interpretations of statutes. The Company has recorded the exposure from these audits to the extent issues are resolved or are probable and reasonably estimated. These audits involve issues that could result in unfavorable outcomes that cannot be currently estimated.
The Company has a stock buyback program with authorization to repurchase up to 49,578,125 shares in the open market. There were no shares repurchased on the open market during the first quarter of 2026, and 12,768,870 shares remained available to be repurchased under the current authorization as of March 31, 2026. The Company may repurchase outstanding common shares periodically based on market conditions and our capital allocation strategies. The stock buyback program does not have a predetermined expiration date. For additional information with respect to RPC’s stock buyback program, see note to the consolidated financial statements titled “Cash Paid for Common Stock Purchased and Retired.”
On April 28, 2026, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable June 10, 2026, to common stockholders of record at the close of business on May 8, 2026. The Company expects to continue to pay cash dividends to common stockholders, subject to industry conditions and RPC’s earnings, financial condition, and other relevant factors.
Management expects to fund the foregoing obligations primarily from operating cash flows and existing cash, with the revolving credit facility providing added flexibility if needed.
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INFLATION
The Company purchases its equipment and materials from suppliers who provide competitive prices and employ skilled workers from competitive labor markets. If inflation in the general economy increases, the Company’s costs for equipment, materials and labor could increase as well. In addition, increases in activity in the domestic oilfield can cause upward wage pressures in the labor markets from which it hires employees, especially if employment in the general economy increases. Also, activity increases can cause supply disruptions and higher costs of certain materials and key equipment components used to provide services to the Company’s customers. In recent years, the price of labor and raw materials has increased. The cost increases have moderated but remain high by historical standards. Additionally, tariffs can impact the absolute costs of materials, as well as cause shifts in production to more domestic production adding inflationary pressures to domestic suppliers. Though the ultimate impact is uncertain, the Company does not currently expect tariffs on goods imported into the U.S. to result in materially higher costs of equipment.
OUTLOOK
The current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity and can be impacted by economic and policy developments as well as geopolitical disruptions. RPC believes that oil prices currently remain at levels sufficient to continue drilling and completion activities, however the recent fluctuations of oil prices and potential further volatility could result in the Company’s customers opting to delay completion activity. Long-term, projected higher demand for oil and natural gas should drive increased activity in most of the basins in which RPC operates. Recent geopolitical events in the Middle East have added new dynamics to the global market where infrastructure and physical supply have been restricted. Depending on the duration of the conflict’s impacts, activity outside of the Middle East could benefit.
We continue to monitor the supply and demand for our services and the competitive environment, including trends such as increasing customer preferences for more efficient equipment. Increased efficiencies in recent years of oilfield completion services and equipment, particularly in pressure pumping, has inherently contributed to oversupply in the Oilfield Services (OFS) market. We believe that competition will remain intense.
OFF BALANCE SHEET ARRANGEMENTS
The Company does not have any material off balance sheet arrangements.
RELATED PARTY TRANSACTIONS
Marine Products Corporation (Marine Products)
In conjunction with RPC’s spin-off of its powerboat manufacturing business, RPC and Marine Products entered into various agreements that define the companies’ relationship. Per the terms of their Transition Support Services agreement, which may be terminated by either party, RPC provides certain administrative services, including financial reporting and income tax administration, acquisition assistance, etc., to Marine Products. Charges from the Company (or from corporations that are subsidiaries of the Company) for such services were $414 thousand for the three months ended March 31, 2026, and $297 thousand for the comparable period in 2025. All of the Company’s directors are also directors of Marine Products, and the executive officers are employees of both the Company and Marine Products.
On February 5, 2026, Marine Products entered into an Agreement and Plan of Merger with MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”). The transaction is subject to shareholder and regulatory approvals and other closing conditions. If the Proposed Merger closes as planned, the Transition Support Services agreement is expected to be canceled on or about the closing date and a new Transition Support Services agreement is expected to be signed with Mastercraft.
Other
The Company periodically purchases, in the ordinary course of business, products or services from suppliers that are owned by officers or significant stockholders of or affiliated with certain directors of RPC. The total amounts paid to these affiliated parties were $15 thousand for the three months ended March 31, 2026, and $16 thousand for the three months ended March 31, 2025. All of the related party transactions are reviewed and approved by a subcommittee of the Nominating and Corporate Governance Committee consisting of independent members, or in certain instances, by the Audit Committee.
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A group that includes Amy R. Kreisler and Timothy C. Rollins, each of whom is a director of the Company, certain of their family members, and certain companies under their and/or their family members’ control, controls in excess of fifty percent of the Company’s voting power.
RPC and Marine Products own 50% each of a limited liability company, 255 RC, LLC, that was created for the joint purchase and ownership of a corporate aircraft. RPC recorded certain net operating costs comprised of rent and an allocable share of fixed costs of $43 thousand for the three months ended March 31, 2026, compared to $53 thousand for the comparable period in 2025.
Pursuant to the registration rights agreement between us and our largest stockholder, LOR, Inc. (LOR) and certain of its affiliates (collectively, the Selling Stockholders) and their permitted transferees, we have filed a shelf registration statement on Form S-3 with the SEC that expires on May 5, 2028. The Form S-3 shelf registration statement registers the resale of up to 127,235,202 shares of our common stock, which represents most of the Company securities held by the Selling Stockholders. In addition, they have the right to require, subject to certain conditions and limitations, certain piggyback registrations with respect to registrations initiated by us.
CRITICAL ACCOUNTING POLICIES
The discussion of Critical Accounting Policies is incorporated herein by reference from the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025. There have been no significant changes in the critical accounting policies since year-end.
IMPACT OF RECENT ACCOUNTING STANDARDS
See Note to the Consolidated Financial Statements titled “Recent Accounting Standards” for a description of recent accounting standards, including the expected dates of adoption and estimated effects on results of operations and financial condition.
SEASONALITY
Oil and natural gas prices affect demand throughout the oil and natural gas industry, including the demand for the Company’s products and services. The Company’s business depends in large part on the economic conditions of the oil and gas industry, and specifically on the capital expenditures of its customers related to the exploration and production of oil and natural gas. There is a positive correlation between these expenditures and customers’ demand for the Company’s services. As such, when these expenditures fluctuate, customers’ demand for the Company’s services fluctuates as well. These fluctuations depend on the current and projected prices of oil and natural gas and resulting drilling activity and are not seasonal to any material degree.
FORWARD-LOOKING STATEMENTS
Certain statements made in this report that are not historical facts are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “focus,” “plan,” and similar expressions generally identify forward-looking statements. Such forward-looking statements may include, without limitation, statements that relate to our business strategy, plans and objectives, and our beliefs and expectations regarding future demand for our equipment and services, trends in the industry, and other events and conditions that may influence the oilfield services market and our performance in the future. Forward-looking statements made elsewhere in this report include, without limitation, statements regarding: our belief that operating results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026, estimated future amortization expense, the impact of ongoing sales and use tax audits in various jurisdictions, the outcome of lawsuits, legal proceedings, claims and audits, interest rate risk, the impact on our financial results of geopolitical events, the impact of global conflicts including the conflict involving Iran and the blockage of the Strait of Hormuz, the timing and amount of repurchases of shares of the Company’s common stock, that we continuously monitor factors that impact current and expected customer activity levels, such as the prices of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel, our belief that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future, that the Company currently expects capital expenditures to be between $160 million and $180 million in 2026 and that we expect capital expenditures to be directed towards capitalized maintenance of our existing equipment and selected growth opportunities as well as the upgrade to our ERP and supply chain systems, our plan to continue the ERP implementation through a phased approach, that we expect to continue to pay cash dividends to common stockholders, subject to industry conditions and RPC’s earnings, financial condition, and other relevant factors, our expectation to fund obligations primarily from operating cash flows and existing cash, with the revolving credit facility providing added flexibility if needed, that our financial condition remains strong, exposure to market risk and expectations regarding its impact, our belief that competition will remain intense, that oil prices currently remain at levels sufficient to continue drilling and completion activities,
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however the recent fluctuations of oil prices and potential further volatility could result in the Company’s customers opting to delay completion activity. That long-term, projected higher demand for oil and natural gas should drive increased activity in most of the basins in which RPC operates, that recent geopolitical events in the Middle East have added new dynamics to the global market where infrastructure and physical supply have been restricted, and depending on the duration of the conflict’s impacts, activity outside of the Middle East could benefit. and expectations regarding changes in internal controls.
Such forward-looking statements are based on certain assumptions and analyses made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of RPC to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Risk factors that could cause such future events not to occur as expected include the following: the volatility of oil and natural gas prices; our concentration of customers in the energy industry and periodic downturns; our business depends on capital spending by our customers, many of whom rely on outside financing to fund their operations; dependence on our key personnel; our ability to identify or complete acquisitions; our ability to attract and retain skilled workers; some of our equipment and several types of materials used in providing our services are available from a limited number of suppliers; whether outside financing is available or favorable to us; increasing expectations from customers, investors and other stakeholders regarding our environmental, social and governance practices; our compliance with regulations and environmental laws; possible declines in the price of oil and natural gas, which tend to result in a decrease in drilling activity and therefore a decline in the demand for our services; the ultimate impact of current and potential political unrest and armed conflict in the oil producing regions of the world, including the current conflict involving Israel and the Gaza Strip, which could impact drilling activity; adverse weather conditions in oil or gas producing regions, including the Gulf of America; competition in the oil and gas industry, especially in pressure pumping, and adverse impacts from the industry being over-supplied; limits to the Company’s ability to implement price increases; the potential impact of possible future regulations on hydraulic fracturing on our business; risks of international operations; reliance on large customers; our operations rely on digital systems and processes that are subject to cyber-attacks or other threats; and our cash and cash equivalents are held primarily at a single financial institution, the potential for tariffs to increase our costs of materials and reduce our profitability, and capital expenditures are determined based on current expectations for our business, as a result, the occurrence of any of the foregoing or changes in our business model or expectations may cause us to materially increase or decrease our capital spending plans. Additional discussion of factors that could cause actual results to differ from management’s projections, forecasts, estimates and expectations is contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in this Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is subject to interest rate risk exposure through borrowings on its credit facility and the Pintail Seller Note. As of March 31, 2026, there were no outstanding interest-bearing advances on our credit facility, which provides for interest at a floating rate.
Additionally, the Company is exposed to market risk resulting from changes in foreign exchange rates. However, since the majority of the Company’s transactions occur in U.S. currency, this risk is not expected to have a material effect on its consolidated results of operations or financial condition.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures – The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to its management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, March 31, 2026 (“the Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon this evaluation, which excluded the impact of the acquisition of Pintail, discussed below, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of the Evaluation Date.
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As discussed in the Note titled “Acquisition” of the Notes to Consolidated Financial Statements in Part I – Item 1. “Financial Statements” of this Form 10-Q for the quarter ended March 31, 2026, we completed the acquisition of Pintail during the second quarter of 2025. As part of our post-closing integration activities, we have been engaged in the process of assessing the internal controls of Pintail and are continuing to integrate policies, processes, people, technology, and operations for the post-acquisition combined company. As permitted for newly acquired businesses by interpretive guidance issued by the staff of the SEC, management has excluded the internal control over financial reporting of Pintail from the evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2026. We have reported the operating results of Pintail in our Consolidated Statements of Operations and Statements of Cash Flows from the acquisition date through March 31, 2026. As of March 31, 2026, total assets related to Pintail represented approximately 17% of our total assets as of March 31, 2026. Revenues from Pintail represented approximately 21% of our total consolidated revenues for the three months ended March 31, 2026.
Changes in internal control over financial reporting –The Company has successfully completed the mapping of Pintail’s accounts to our existing financial reporting systems. The Company is continuing to review key controls and has implemented controls related to all Pintail financial statement line items and consolidation in order to enable the accurate preparation and timely reporting of their results.
Other than the changes to Pintail controls noted above, there were no changes in the Company’s internal control over financial reporting during the first quarter of 2026 which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
RPC is involved in litigation from time to time in the ordinary course of its business. RPC does not believe that the outcome of such litigation will have a material adverse effect on the financial position or results of operations of RPC.
ITEM 1A. RISK FACTORS
Except as set forth below, there have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Geopolitical conflict involving Iran; disruption of the Strait of Hormuz; volatility and sustained increases in oil and natural gas prices
Geopolitical instability in the Middle East, including the ongoing conflict involving Iran, as well as any actual or threatened disruption, closure, or restricted transit of the Strait of Hormuz, including the current closure, could adversely affect global oil and natural gas markets and materially impact our business, financial condition, results of operations and cash flows. The Strait of Hormuz is a critical transit chokepoint through which a significant portion of the world’s seaborne oil and natural gas supply flows, and recent military activity, attacks on shipping and threats of blockade in and around the Strait have contributed to sharp increases in crude oil and natural gas prices and heightened commodity price volatility. Future escalation of the Iran conflict, prolonged impairment or closure of the Strait of Hormuz, additional sanctions or export restrictions, or further attacks on oil and gas infrastructure or shipping lanes in the region could reduce global supply, drive sustained or extreme spikes in oil and natural gas prices, and increase uncertainty in the energy markets.
In addition, heightened geopolitical tensions related to the Iran conflict may result in new or expanded economic sanctions, export controls, tariffs or other governmental actions that could indirectly affect our customers, suppliers and financing sources, as well as broader macroeconomic conditions. These developments could impair our customers’ access to capital, increase their cost of capital or operating costs, or otherwise reduce their ability or willingness to fund exploration and production activity, which would negatively affect demand for our services.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
| | | | | | | | | |
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 (2) | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1) |
January 1, 2026, to January 31, 2026 |
| 540,526 | (2) | $ | 6.38 | | — | | 12,768,870 |
February 1, 2026, to February 28, 2026 |
| — | | | — |
| — | | 12,768,870 |
March 1, 2026, to March 31, 2026 |
| — | |
| — |
| — | | 12,768,870 |
Total |
| 540,526 | | $ | 6.38 |
| — | | 12,768,870 |
(1) The Company has a stock buyback program initially adopted in 1998 (and subsequently amended in 2013, 2021 and 2023) that authorizes the repurchase of up to 49.578,125 shares. There were no shares purchased on the open market during the first quarter of 2026 and 12,768,870 shares remain available to be repurchased under the current authorization as of March 31, 2026. Currently the program does not have a predetermined expiration date.
(2)Includes shares repurchased by the Company in connection with taxes related to vesting of restricted shares.
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RPC, INC. AND SUBSIDIARIES
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended March 31, 2026,
ITEM 6. EXHIBITS
Exhibit | | Description |
2.1 | Membership Interest Purchase Agreement dated April 1, 2025 (portions of this Exhibit have been omitted) (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8‑K filed on April 7, 2025). | |
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 3.2 to the Form 10-Q filed on October 30, 2025). | |
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 | | Amendment To Membership Interest Purchase Agreement dated March 27, 2026. |
10.2 | | Note Modification and Extension Agreement dated March 28, 2026. |
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. | |
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101) |
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RPC, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | RPC, INC. |
| | |
| | /s/ Ben M. Palmer |
Date: May 8, 2026 | | Ben M. Palmer |
| | President and Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
| | /s/ Michael L. Schmit |
Date: May 8, 2026 | | Michael L. Schmit |
| | Vice President, Chief Financial Officer and Corporate Secretary |
| | (Principal Financial and Accounting Officer) |
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