10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2021

Commission File No. 1-8726

RPC, INC.

(Exact name of registrant as specified in its charter)

Delaware	58-1550825
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2801 Buford Highway, Suite 300, Atlanta, Georgia 30329
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code -- (404) 321-2140

Securities Registered under Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common stock, par value $0.10	RES	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

Large accelerated filer		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 ☐ No ☒

As of October 22, 2021, RPC, Inc. had 215,725,436 shares of common stock outstanding.

RPC, INC. AND SUBSIDIARIES

Table of Contents

		Page No.
Part I. Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets –As of September 30, 2021 and December 31, 2020	3
	Consolidated Statements of Operations – For the three and nine months ended September 30, 2021 and 2020	4
	Consolidated Statements of Comprehensive Income (Loss) – For the three and nine months ended September 30, 2021 and 2020	5
	Consolidated Statements of Stockholders’ Equity – For the three and nine months ended September 30, 2021 and 2020	6
	Consolidated Statements of Cash Flows – For the nine months ended September 30, 2021 and 2020	7
	Notes to Consolidated Financial Statements	8 – 19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20 – 27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4.	Controls and Procedures	28
Part II. Other Information
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
Signatures		30

2

RPC, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020

(In thousands)

(Unaudited)

	September 30,		December 31,
	2021		2020
ASSETS			(Note 1)
Cash and cash equivalents	$	80,835	$	84,496
Accounts receivable, net of allowance for doubtful accounts of $7,342 in 2021 and $5,181 in 2020		238,192		161,771
Inventories		79,881		82,918
Income taxes receivable		51,021		82,943
Prepaid expenses		4,371		9,124
Assets held for sale		692		4,032
Other current assets		2,863		3,075
Total current assets		457,855		428,359
Property, plant and equipment, less accumulated depreciation of $792,763 in 2021 and $790,712 in 2020		253,095		264,411
Operating lease right-of-use assets		21,408		27,270
Finance lease right-of-use assets		21,415		—
Goodwill		32,150		32,150
Other assets		40,717		38,315
Total assets	$	826,640	$	790,505
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	60,862	$	41,080
Accrued payroll and related expenses		17,146		18,428
Accrued insurance expenses		6,555		5,489
Accrued state, local and other taxes		4,603		2,788
Income taxes payable		689		1,115
Current portion of operating lease liabilities		7,197		9,192
Current portion of finance lease liabilities		21,382		—
Other accrued expenses		2,287		1,473
Total current liabilities		120,721		79,565
Long-term accrued insurance expenses		13,652		11,822
Long-term pension liabilities		30,945		33,080
Deferred income taxes		9,099		13,332
Long-term operating lease liabilities		16,066		21,090
Other long-term liabilities		5,374		49
Total liabilities		195,857		158,938
Common stock		21,564		21,495
Capital in excess of par value		—		—
Retained earnings		626,501		627,778
Accumulated other comprehensive loss		(17,282)		(17,706)
Total stockholders’ equity		630,783		631,567
Total liabilities and stockholders’ equity	$	826,640	$	790,505

The accompanying notes are an integral part of these consolidated financial statements.

3

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(In thousands except per share data)

(Unaudited)

	Three months ended				Nine months ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenues	$	225,310	$	116,588	$	596,677	$	449,665
Cost of revenues (exclusive of items shown below)		170,621		100,872		462,633		362,853
Selling, general and administrative expenses		31,446		32,376		91,444		97,681
Impairment and other charges		—		—		—		207,175
Depreciation and amortization		18,106		18,655		53,775		77,521
Gain on disposition of assets, net		(2,837)		(3,563)		(7,408)		(7,576)
Operating income (loss)		7,974		(31,752)		(3,767)		(287,989)
Interest expense		(1,280)		(73)		(1,763)		(257)
Interest income		15		29		47		431
Other income (expense), net		448		769		1,571		(1,020)
Income (loss) before income taxes		7,157		(31,027)		(3,912)		(288,835)
Income tax provision (benefit)		1,891		(14,590)		1,210		(86,882)
Net income (loss)	$	5,266	$	(16,437)	$	(5,122)	$	(201,953)
Earnings(loss) per share
Basic	$	0.02	$	(0.08)	$	(0.02)	$	(0.95)
Diluted	$	0.02	$	(0.08)	$	(0.02)	$	(0.95)

The accompanying notes are an integral part of these consolidated financial statements.

4

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(In thousands)

(Unaudited)

	Three months ended				Nine months ended
	September 30,				September 30,
	2021		2020		2021		2020
Net income (loss)	$	5,266	$	(16,437)	$	(5,122)	$	(201,953)
Other comprehensive income (loss):
Pension adjustment and reclassification adjustment, net of taxes		152		186		458		1,104
Foreign currency translation		(239)		(25)		(34)		(423)
Comprehensive income (loss)	$	5,179	$	(16,276)	$	(4,698)	$	(201,272)

The accompanying notes are an integral part of these consolidated financial statements.

5

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(In thousands)

(Unaudited)

	Nine months ended September 30, 2021
								Accumulated
				Capital in				Other
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		(Loss) Income		Total
Balance, December 31, 2020	214,951	$	21,495	$	—	$	627,778	$	(17,706)	$	631,567
Stock issued for stock incentive plans, net	924		93		1,446		—		—		1,539
Stock purchased and retired	(140)		(14)		(1,446)		903		—		(557)
Net loss	—		—		—		(9,662)		—		(9,662)
Pension adjustment, net of taxes	—		—		—		—		153		153
Foreign currency translation	—		—		—		—		136		136
Balance, March 31, 2021	215,735	$	21,574	$	—	$	619,019	$	(17,417)	$	623,176
Stock issued for stock incentive plans, net	(9)		(1)		1,472		—		—		1,471
Stock purchased and retired	(1)		—		(1,472)		1,463		—		(9)
Net loss	—		—		—		(726)		—		(726)
Pension adjustment, net of taxes	—		—		—		—		153		153
Foreign currency translation	—		—		—		—		69		69
Balance, June 30, 2021	215,725	$	21,573	$	—	$	619,756	$	(17,195)	$	624,134
Stock issued for stock incentive plans, net	(82)		(9)		1,480		—		—		1,471
Stock purchased and retired	—		—		(1,480)		1,479		—		(1)
Net Income	—		—		—		5,266		—		5,266
Pension adjustment, net of taxes	—		—		—		—		152		152
Foreign currency translation	—		—		—		—		(239)		(239)
Balance, September 30, 2021	215,643	$	21,564	$	—	$	626,501	$	(17,282)	$	630,783

	Nine months ended September 30, 2020
								Accumulated
				Capital in				Other
	Common Stock			Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		(Loss) Income		Total
Balance, December 31, 2019	214,423	$	21,443	$	—	$	832,113	$	(23,223)	$	830,333
Stock issued for stock incentive plans, net	1,014		100		1,997		—		—		2,097
Stock purchased and retired	(177)		(17)		(1,997)		1,222		—		(792)
Net loss	—		—		—		(160,423)		—		(160,423)
Pension adjustment, net of taxes	—		—		—		—		732		732
Foreign currency translation	—		—		—		—		(712)		(712)
Balance, March 31, 2020	215,260	$	21,526	$	—	$	672,912	$	(23,203)	$	671,235
Stock issued for stock incentive plans, net	(135)		(4)		2,021		—		—		2,017
Stock purchased and retired	(2)		(10)		(2,021)		2,025		—		(6)
Net loss	—		—		—		(25,093)		—		(25,093)
Pension adjustment, net of taxes	—		—		—		—		186		186
Foreign currency translation	—		—		—		—		314		314
Balance, June 30, 2020	215,123	$	21,512	$	—	$	649,844	$	(22,703)	$	648,653
Stock issued for stock incentive plans, net	(54)		(5)		5,212		—		—		5,207
Stock purchased and retired	(2)		—		(5,212)		5,183		—		(29)
Net loss	—		—		—		(16,437)		—		(16,437)
Pension adjustment, net of taxes	—		—		—		—		186		186
Foreign currency translation	—		—		—		—		(25)		(25)
Balance, September 30, 2020	215,067	$	21,507	$	—	$	638,590	$	(22,542)	$	637,555

The accompanying notes are an integral part of these consolidated financial statements.

6

RPC, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(In thousands)

(Unaudited)

	Nine months ended September 30,
	2021		2020
OPERATING ACTIVITIES
Net loss	$	(5,122)	$	(201,953)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and other non-cash charges		53,754		77,582
Stock-based compensation expense		4,481		9,321
Gain on disposition of assets, net		(7,408)		(7,576)
Deferred income tax benefit		(4,385)		(35,901)
Impairment and other non-cash charges		—		205,299
(Increase) decrease in assets:
Accounts receivable		(71,702)		119,272
Income taxes receivable		31,922		(40,163)
Inventories		3,044		16,234
Prepaid expenses		4,754		6,309
Other current assets		140		(70)
Other non-current assets		(982)		(1,393)
Increase (decrease) in liabilities:
Accounts payable		17,562		(4,628)
Income taxes payable		(426)		1,433
Accrued payroll and related expenses		(1,282)		(1,706)
Accrued insurance expenses		1,066		(585)
Accrued state, local and other taxes		1,815		3,180
Other accrued expenses		(2,575)		(5,181)
Pension liabilities		(1,526)		(6,163)
Long-term accrued insurance expenses		1,830		137
Other long-term liabilities		1,456		(2,084)
Net cash provided by operating activities		26,416		131,364
INVESTING ACTIVITIES
Capital expenditures		(44,925)		(52,313)
Proceeds from sale of assets		15,811		17,372
Net cash used for investing activities		(29,114)		(34,941)
FINANCING ACTIVITIES
Cash paid for common stock purchased and retired		(567)		(827)
Cash paid for finance lease		(396)		—
Net cash used for financing activities		(963)		(827)
Net (decrease) increase in cash and cash equivalents		(3,661)		95,596
Cash and cash equivalents at beginning of period		84,496		50,023
Cash and cash equivalents at end of period	$	80,835	$	145,619
Supplemental cash flows disclosure:
Income taxes refund, net	$	(25,435)	$	(10,137)
Supplemental disclosure of noncash investing activities:
Capital expenditures included in accounts payable	$	6,077	$	4,992

The accompanying notes are an integral part of these consolidated financial statements.

7

RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 the Financial Accounting Standards Board (FASB) 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 (all of which consisted of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.

The balance sheet at December 31, 2020 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, 2020.

A group that includes the Company’s Chairman of the Board, Gary W. Rollins, controls in excess of fifty percent of the Company’s voting power.

2.    RECENT ACCOUNTING STANDARDS

The FASB issued the following applicable Accounting Standards Updates (ASU):

Recently Adopted Accounting Standards:

● Accounting Standards Update (ASU) No. 2019-12 — Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing the exceptions to the incremental approach for intra-period tax allocation in certain situations, requirement to recognize a deferred tax liability for a change in the status of a foreign investment, and the general methodology for computing income taxes in an interim period when year-to date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes with regard to franchise tax, evaluation of step up in the tax basis goodwill in certain business combinations, allocating current and deferred tax expense to legal entities that are not subject to tax and enacted change in tax laws or rates. The Company adopted these provisions in the first quarter of 2021 and the adoption did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted:

● ASU No. 2020-04 — Reference Rate Reform (Topic 848): The amendments in this ASU, provides optional guidance for a limited time to ease the impact of the reference rate reform on financial reporting. The amendments, which are elective, provide expedients to contract modifications, affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or other reference rate that is expected to be discontinued due to reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt these provisions when LIBOR is discontinued, and does not expect adoption to have a material impact on its consolidated financial statements.

8

RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.    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 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 operating segments, see Note 7.

RPC contracts with its customers to provide the following services by reportable segment:

Technical Services

●Includes pressure pumping, downhole tools services, coiled tubing, nitrogen, snubbing and other oilfield related services including wireline, well control, fishing and pump down services.

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 oilfield pipe inspection services, pipe management and pipe storage; well control training and consulting.

Our contracts with customers are generally very short-term in nature and generally consist of a single performance obligation – the provision of oilfield services.

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 generally occurs between 30 to 60 days after invoicing. As the Company enters into contracts with its customers, it generally expects there to be no significant timing difference between the date the services are provided to the customer (satisfaction of the performance obligation) and the date cash consideration is received. Accordingly, there is no financing component to our arrangements with customers.

9

RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

Disaggregation of revenues:

See Note 7 for disaggregation of revenue by operating segment and services offered in each of them and by geographic regions.

Timing of revenue recognition for each of the periods presented is shown below:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Oilfield services transferred at a point in time	$	—	$	—	$	—	$	—
Oilfield services transferred over time		225,310		116,588		596,677		449,665
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665

Contract balances:

Contract assets representing the Company’s rights to consideration for work completed but not billed are included in accounts receivable, net on the consolidated balance sheets are shown below:

	September 30,		December 31,
(in thousands)	2021		2020
Unbilled trade receivables	$	52,710	$	29,574

Substantially all of the unbilled trade receivables disclosed were or are expected to be invoiced during the following quarter.

4.    IMPAIRMENT AND OTHER CHARGES

The Company recorded the following pre-tax charges during the three and nine months ended September 30, 2021 and 2020 which are reflected in “Impairment and other charges” in the consolidated statements of operations:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Long Lived Asset Impairments (1)	$	—	$	—	$	—	$	204,765
Severance Costs		—		—		—		1,882
Other (2)		—		—		—		528
Total	$	—	$	—	$	—	$	207,175

^(1).     Relates solely to the Technical Services segment and primarily includes pressure pumping and coiled tubing assets.

^(2).     Includes interest costs related to leased assets that were impaired in the third and fourth quarter of 2019 and additional costs related to abandoned assets.

See Note 7 for details of impairment and other charges by segment.

10

RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5.    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 sets forth the restricted shares of common stock (participating securities) outstanding and a reconciliation of outstanding weighted average shares:

	Three months ended				Nine months ended
	September 30				September 30
(In thousands)	2021		2020		2021		2020
Net income (loss) available for stockholders:	$	5,266	$	(16,437)	$	(5,122)	$	(201,953)
Less: Adjustments for earnings attributable to participating securities		(41)		—		—		—
Net income (loss) used in calculating earnings per share	$	5,225	$	(16,437)	$	(5,122)	$	(201,953)
Weighted average shares outstanding (including participating securities)		215,677		215,083		215,648		215,088
Adjustment for participating securities		(2,649)		(2,539)		(2,665)		(2,697)
Shares used in calculating basic and diluted earnings per share		213,028		212,544		212,983		212,391

6.    STOCK-BASED COMPENSATION

In April 2014, the Company reserved 8,000,000 shares of common stock under the 2014 Stock Incentive Plan with a term of 10 years expiring in April 2024. This plan provides for the issuance of various forms of stock incentives, including, among others incentive and non-qualified stock options and restricted shares. As of September 30, 2021, there were 3,180,060 shares available for grant.

During the third quarter of 2020, the Company recorded $3.3 million of accelerated amortization of restricted stock related to the passing of R. Randall Rollins, RPC’s chairman.

Stock-based employee compensation expense was as follows for the periods indicated:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Pre-tax expense	$	1,471	$	5,207	$	4,481	$	9,321
After tax expense	$	1,103	$	3,419	$	3,360	$	6,525

Restricted Stock

The following is a summary of the changes in non-vested restricted shares for the nine months ended September 30, 2021:

		Weighted Average
	Shares	Grant-Date Fair Value
Non-vested shares at December 31, 2020	2,235,179	$	6.81
Granted	1,010,700		3.87
Vested	(434,208)		14.96
Forfeited	(177,980)		7.72
Non-vested shares at September 30, 2021	2,633,691	$	7.89

The total fair value of shares vested was $1,757,000 during the nine months ended September 30, 2021 and $3,452,000 during the nine months ended September 30, 2020. Excess tax benefits or deficits realized from tax compensation deductions in excess of, or lower than compensation expense are recorded as either a beneficial or detrimental discrete income tax adjustment. This was a detrimental adjustment of $1,164,000 for the nine months ended September 30, 2021 and a detrimental adjustment of $2,241,000 for the nine months ended September 30, 2020.

11

RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2021, total unrecognized compensation cost related to non-vested restricted shares was $40,322,000 which is expected to be recognized over a weighted-average period of 4.1 years.

7.    BUSINESS SEGMENT INFORMATION

RPC’s reportable segments are the same as its operating segments. RPC manages its business under Technical Services and Support Services. Technical Services is comprised of service lines that generate revenue based on equipment, personnel or materials at the well site and are closely aligned with completion and production activities of the customers. Support Services is comprised of service lines which generate revenue from services and tools offered off the well site and are more closely aligned with the customers’ drilling activities. Selected overhead including centralized support services and regulatory compliance are classified as Corporate.

Technical Services consists primarily of pressure pumping, downhole tools, coiled tubing, snubbing, nitrogen, well control, wireline 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 and consulting services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels.

The Company’s Chief Operating Decision Maker (“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 outlined above.

Segment Revenues:

RPC’s operating segment revenues by major service lines are shown in the following table:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Technical Services:
Pressure Pumping	$	96,322	$	43,133	$	243,401	$	163,614
Downhole Tools		61,979		34,331		177,209		148,994
Coiled Tubing		26,733		12,407		61,900		37,619
Nitrogen		8,996		8,281		28,195		23,834
Snubbing		3,748		1,974		10,685		5,371
All other		14,064		9,152		39,212		38,079
Total Technical Services	$	211,842	$	109,278	$	560,602	$	417,511
Support Services:
Rental Tools	$	8,545	$	3,752	$	23,126	$	19,227
All other		4,923		3,558		12,949		12,927
Total Support Services	$	13,468	$	7,310	$	36,075	$	32,154
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665

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RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following summarizes revenues for the United States and separately for all international locations combined for the three and nine months ended September 30, 2021 and 2020. The revenues are presented based on the location of the use of the equipment or services. Assets related to international operations are less than 10 percent of RPC’s consolidated assets, and therefore are not presented.

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
United States revenues	$	217,711	$	110,823	$	572,170	$	421,323
International revenues		7,599		5,765		24,507		28,342
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665

The accounting policies of the reportable segments are the same as those referenced in Note 1 to these consolidated financial statements. RPC evaluates the performance of its segments based on revenues, operating profits and return on invested capital. Gains or losses on disposition of assets are reviewed by the CODM on a consolidated basis, and accordingly the Company does not report gains or losses at the segment level. Inter-segment 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.

Summarized financial information with respect RPC’s reportable segments for the three and nine months ended September 30, 2021 and 2020 are shown in the following table:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Revenues:
Technical Services	$	211,842	$	109,278	$	560,602	$	417,511
Support Services		13,468		7,310		36,075		32,154
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665
Operating income (loss):
Technical Services	$	8,272	$	(24,941)	$	3,938	$	(71,248)
Support Services		(55)		(3,840)		(5,353)		(4,139)
Corporate Expenses		(3,080)		(6,534)		(9,760)		(13,003)
Impairment and Other Charges (1)		—		—		—		(207,175)
Gain on disposition of assets, net		2,837		3,563		7,408		7,576
Total operating income (loss)	$	7,974	$	(31,752)	$	(3,767)	$	(287,989)
Interest expense		(1,280)		(73)		(1,763)		(257)
Interest income		15		29		47		431
Other income (expense), net		448		769		1,571		(1,020)
Income (loss) before income taxes	$	7,157	$	(31,027)	$	(3,912)	$	(288,835)

⁽¹⁾ Represents $541 related to Corporate and the remainder to Technical Services.

As of and for the nine months ended	Technical		Support
September 30, 2021	Services		Services		Corporate		Total
(in thousands)
Depreciation and amortization	$	46,341	$	7,232	$	202	$	53,775
Capital expenditures		38,794		5,436		695		44,925
Identifiable assets	$	556,385	$	74,135	$	196,120	$	826,640

As of and for the nine months ended	Technical		Support
September 30, 2020	Services		Services		Corporate		Total
(in thousands)
Depreciation and amortization	$	77,224	$	5,088	$	209	$	77,521
Capital expenditures		43,437		8,338		538		52,313
Identifiable assets	$	475,168	$	64,463	$	261,246	$	800,877

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RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8.    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 credit loss allowance 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. Estimates used to determine the allowance for current expected credit losses are based on an assessment of anticipated payment and all other historical, current and future information that is reasonably available.

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:

Nine months ended September 30,	2021		2020
(in thousands)
Beginning balance	$	4,815	$	5,181
Provision (benefit) for current expected credit losses		3,848		(448)
Write-offs		(1,330)		(315)
Recoveries collected (net of expenses)		9		(8)
Ending balance	$	7,342	$	4,410

9.    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 first-in, first-out method or the weighted average cost method.

	September 30,		December 31,
	2021		2020
(in thousands)
Raw materials and supplies	$	78,298	$	81,278
Finished goods		1,583		1,640
Ending balance	$	79,881	$	82,918

10.     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 received a state tax notification of audit results related to sales and use tax on July 12, 2021. The Company and its outside legal counsel continue to evaluate the perceived merits of the tax assessment. The Company believes the likelihood of a material loss related to this contingency is remote and cannot be reasonably estimated at this time. Therefore, no loss has been recorded and the Company currently does not believe the resolution of this claim will have a material impact on its consolidated financial position, results of operations or cash flows.

During the quarter, the Company recorded an estimated liability of $4.5 million to reflect the resolution of a long-term contractual dispute with a vendor which is disclosed as part of accrued insurance expense on the consolidated balance sheet; $3.3 million of the total amount has been included in cost of revenues and the remainder in interest expense.

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RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11.    EMPLOYEE BENEFIT PLAN

The following represents the net periodic benefit cost and related components of the Company’s multiple employers Retirement Income Plan:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2021		2020		2021		2020
Interest cost	$	247	$	411	$	741	$	1,234
Expected return on plan assets		(378)		(395)		(1,132)		(1,186)
Amortization of net losses		202		246		606		739
Net periodic benefit cost	$	71	$	262	$	215	$	787

The Company did not make a contribution to this plan during the nine months ended September 30, 2021 or September 30, 2020.

In October 2020, the Company amended the Retirement Income Plan to add a limited lump-sum payment window for vested terminated participants who had terminated employment before July 1, 2020 and for active employees who reached age 59 ½ by December 1, 2020, with a vested balance. The participants could elect to receive their vested balance immediately as a lump-sum or by initiating a monthly annuity payment. The lump-sum payment window offering ended during the fourth quarter of 2020 and plan assets were used to fund participant elections. The resulting non-cash settlement charges represent the accelerated recognition of actuarial losses reflected in Accumulated Other Comprehensive Income (Loss) (AOCI). A settlement loss of $4.7 million associated with the acceptance of these lump-sum payments was included as part of impairment and other charges during the fourth quarter of 2020.

The Company permits selected highly compensated employees to defer a portion of their compensation into the non-qualified Supplemental Retirement Plan (“SERP”). The Company maintains certain securities primarily in mutual funds and company-owned life insurance (“COLI”) policies as a funding source to satisfy the obligation of the SERP that have been classified as trading, and are stated at fair value totaling $31.6 million as of September 30, 2021 and $32.0 million as of December 31, 2020. Trading gains related to the SERP assets totaled approximately $407 thousand during the three months ended September 30, 2021, compared to trading gains of approximately $1.1 million during the three months ended September 30, 2020. Trading gains related to the SERP assets totaled approximately $2.5 million during the nine months ended September 30, 2021, compared to trading gains of approximately $178 thousand during the nine months ended September 30, 2020. The SERP assets are reported in non-current other assets on the consolidated balance sheets and changes in the fair value of these assets are reported in the consolidated statements of operations as compensation cost in selling, general and administrative expenses.

The SERP liabilities includes participant deferrals net of distributions and are stated at fair value of approximately $29.3 million as of September 30, 2021 and $29.7 million as of December 31, 2020. The SERP liabilities are reported on the consolidated balance sheets in long-term pension liabilities and any change in the fair value is recorded as compensation cost within selling, general and administrative expenses in the consolidated statements of operations. Changes in the fair value of the SERP liabilities represented unrealized gains of approximately $502 thousand during the three months ended September 30, 2021, compared to unrealized gains of approximately $1.2 million during the three months ended September 30, 2020. Changes in the fair value of the SERP liabilities represented unrealized gains of approximately $2.8 million during the nine months ended September 30, 2021, compared to unrealized gains of approximately $486 thousand during the nine months ended September 30, 2020.

12.    NOTES PAYABLE TO BANKS

The Company has a revolving Credit Agreement with Bank of America and four other lenders which provides for a line of credit of up to $100 million, including a $35 million letter of credit subfacility, and a $35 million swingline subfacility. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. The revolving credit facility includes a full and unconditional guarantee by the Company's 100 percent 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 July 26, 2023.

15

RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During the third quarter of 2020, the Company entered into Amendment No. 5 to Credit Agreement (the “Amendment”). This Amendment (1) reduced the maximum amount available for borrowing under the credit facility from $125 million to $100 million, (2) decreased the minimum tangible net worth covenant level from not less than $600 million to not less than $400 million, and (3) increased the margin spreads and commitment fees payable by RPC by 37.5 and 5 basis points, respectively, at each pricing level of the applicable rate without any changes to the leverage ratios used to calculate such spreads.

The Credit Agreement includes the following covenants: (i) when RPC’s trailing four quarter EBITDA (as calculated under the Credit Agreement) is equal to or greater than $50 million, a maximum consolidated leverage ratio of 2.50:1.00 and a minimum debt service coverage ratio of 2.00:1.00, and (ii) when RPC’s trailing four quarter EBITDA is less than $50 million, a minimum tangible net worth of no less than $400 million.

As of September 30, 2021, the Company was in compliance with these covenants.

Revolving loans under the amended revolving credit facility bear interest at one of the following two rates at the Company’s election:

● the Eurodollar Rate, which is the rate per annum equal to the London Interbank Offering Rate (“LIBOR”); plus, a margin ranging from 1.5% to 2.5%, based on a quarterly consolidated leverage ratio calculation; or

● the Base Rate, which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) Bank of America’s publicly announced “prime rate,” and (c) the Eurodollar Rate plus 1.00%; in each case plus a margin that ranges from 0.5% to 1.5% based on a quarterly consolidated leverage ratio calculation.

In addition, the Company pays an annual fee ranging from 0.20% to 0.30%, based on a quarterly consolidated leverage ratio calculation, on the unused portion of the credit facility.

The Company has incurred total loan origination fees and other debt related costs associated with this revolving credit facility in the aggregate of approximately $3.4 million. These costs are being amortized to interest expense over the remaining term of the loan, and the remaining unamortized balance of $0.2 million at September 30, 2021 is classified as part of non-current other assets.

As of September 30, 2021, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $17.7 million; therefore, a total of $82.3 million of the facility was available. Interest incurred, which includes facility fees on the unused portion of the revolving credit facility and the amortization of loan cost, and interest paid on the credit facility were as follows for the periods indicated:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Interest incurred	$	86	$	20	$	192	$	173
Interest paid		42		40		124		120

13.  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, as of the end of each successive interim period during the fiscal year to the Company’s current annual estimated tax rate.

For the three months ended September 30, 2021, the effective rate reflects a provision of 26.4 percent compared to a benefit of 47.0 percent for the comparable period in the prior year. For the nine months ended September 30, 2021, the effective rate reflects a provision of 30.9 percent compared to a benefit of 30.1 percent for the comparable period in the prior year. The effective tax rate is mainly related to the unfavorable permanent adjustments together with detrimental discrete adjustments related to restricted stock vesting and approximately $0.6 million related to the employee retention credit.

16

RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

14.  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 nine broad levels as follows:

1.Level 1 – Quoted market prices in active markets for identical assets or liabilities.

2.Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

3.Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.

The following table summarizes the valuation of financial instruments measured at fair value on a recurring basis in the balance sheets as of September 30, 2021 and December 31, 2020:

			Fair Value Measurements at September 30, 2021 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	180	$	180	$	—	$	—
Investments measured at net asset value	$	31,591

			Fair Value Measurements at December 31, 2020 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	132	$	132	$	—	$	—
Investments measured at net asset value	$	32,039

The Company determines the fair value of equity securities that have a readily determinable fair value through quoted market prices. The total fair value is the final closing price, as defined by the exchange in which the asset is actively traded, on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs. Marketable securities comprised of the SERP assets, are recorded primarily at their net cash surrender values, calculated using their net asset values, which approximates fair value, as provided by the issuing insurance or investment company. Significant observable inputs, in addition to quoted market prices, were used to value the trading securities. The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the quarter ended September 30, 2021, there were no significant transfers in or out of levels 1, 2 or 3.

Under the Company’s revolving credit facility, there was no balance outstanding at September 30, 2021 and December 31, 2020. Borrowings under our revolving credit facility are typically based on the quote from the lender (level 2 inputs), which approximates fair value, and bear variable interest rates as described in Note 11. The Company is subject to interest rate risk 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.

17

RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company’s real estate classified as held for sale has been stated at fair value less costs. The fair value measurement was based on observable market data that includes estimated values per square foot involving comparable properties in similar locations.

The non-recurring fair value measurement of both these asset categories are reflected in the table below:

			Fair Value Measurements at September 30, 2021 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Assets held for sale	$	692	$	—	$	692	$	—

			Fair Value Measurements at December 31, 2020 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Assets held for sale	$	4,032	$	—	$	4,032	$	—

15.  ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Accumulated other comprehensive (loss) income consists of the following (in thousands):

			Foreign
	Pension		Currency
	Adjustment		Translation		Total
Balance at December 31, 2020	$	(15,181)	$	(2,525)	$	(17,706)
Change during the period:
Before-tax amount		—		(34)		(34)
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		458		—		458
Total activity for the period		458		(34)		424
Balance at September 30, 2021	$	(14,723)	$	(2,559)	$	(17,282)

(1) Reported as part of selling, general and administrative expenses.

			Foreign
	Pension		Currency
	Adjustment		Translation		Total
Balance at December 31, 2019	$	(20,908)	$	(2,315)	$	(23,223)
Change during the period:
Before-tax amount		—		(423)		(423)
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		1,104		—		1,104
Total activity for the period		1,104		(423)		681
Balance at September 30, 2020	$	(19,804)	$	(2,738)	$	(22,542)

(1) Reported as part of selling, general and administrative expenses.

18

RPC, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16.  LEASES:

During the third quarter of 2021, the Company entered into two Agreements (Agreement 1 and Agreement 2) for certain operating equipment rentals with an industrial manufacturer. Per the terms of Agreement 1, the equipment is being rented for one year and RPC is required to purchase the assets at the end of the lease term for the guaranteed purchase price less the monthly amounts paid during the year. As a result, the Company classified this arrangement as a finance lease and recorded the lease liability using its one year incremental borrowing rate. At the initiation of the lease, the Company recorded finance lease right-of-use assets and short –term finance lease liabilities of $21.7 million.

Per the terms of Agreement 2, certain operating equipment is being rented for one year with variable lease payments based on usage. The Company evaluated the terms of the terms of the contract and concluded that the arrangement contains a lease since it has the rights to obtain substantially all of the economic benefits and to direct the use of the operating equipment. In addition the Company has made an accounting policy election to account for this as a short-term lease and therefore not recognize a related right-of-use asset or lease liability.

Lease Costs (in thousands):

Finance lease costs are comprised of amortization of leased assets of $363 and interest on lease liabilities of $29.

Operating lease costs related to the lease described above total approximately $152.

Undiscounted cash flows (in thousands):

As of September 30, 2021, projected future lease payments on the finance lease total $21,675 scheduled to be paid as follows: $1,275 in 2021 and $20,400 in 2022, with amounts representing interest of $293 over the term of the lease.

Other information:

Weighted average remaining lease term – finance lease (months)	11	months
Weighted average discount rate – finance lease	1.682	%

19

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”) 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 Mexico, 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, 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, 2020 is incorporated herein by reference. In 2021, the Company’s strategy of utilizing equipment in unconventional basins has continued. During the nine months ended September 30, 2021, capital expenditures totaled $44.9 million, excluding equipment acquired under finance leases in the third quarter, primarily for capitalized maintenance and upgrades of our existing equipment, including upgrades of selected pressure pumping equipment for dual-fuel capability.

The oil and gas industry experienced an unprecedented disruption during 2020 due to the substantial decline in global demand for oil caused by the combined impact of the OPEC disputes, and the COVID-19 pandemic that has continued during the third quarter of 2021. The pandemic has significantly impacted the economic conditions in the United States, as federal, state and local governments have reacted to the public health crisis, creating significant uncertainties in the United States, as well as the global economy. RPC continued our regular operations during the period since we function as an essential infrastructure business in the energy sector under guidance issued by the Department of Homeland Security. In response to the pandemic, RPC instituted strict procedures to assess employee health and safety while in its facilities or on operational locations.

During the third quarter of 2021, revenues of $225.3 million increased by $108.7 million or 93.3 percent compared to the same period in the prior year. The increase in revenues is due to activity increases in all of our service lines as well as slight pricing improvement in several of our larger service lines. The economic slowdown that occurred due to the COVID-19 pandemic began at the end of the first quarter of 2020, therefore the third quarter of 2020 reflects the significant decline in business activity levels, explaining the significant increase in revenues during the third quarter of 2021 when compared to the prior year. International revenues for the third quarter of 2021 increased 32.0 percent to $7.6 million compared to the same period in the prior year. We continue to pursue international growth opportunities, but the nature of this work is unpredictable and we believe that international revenues will continue to be less than ten percent of RPC’s consolidated revenues in the future.

Cost of revenues increased during the third quarter of 2021 in comparison to the same period of the prior year primarily due to increases in expenses consistent with higher activity levels, such as materials and supplies expenses, maintenance and repairs costs and fuel costs. Cost of revenues as a percentage of revenues decreased primarily due to the leverage of higher revenues over direct employment costs. During the third quarter of 2021 RPC recorded a $3.3 million expense related to the resolution of a long-term contractual dispute with a vendor, partially offset by a CARES tax credit of approximately $2.3 million.

Selling, general and administrative expenses were $31.4 million in the third quarter of 2021 compared to $32.4 million in the third quarter of 2020. The expenses for the third quarter of 2020 reflect $3.3 million of accelerated vesting of restricted stock due to the death of on officer. The expenses for the third quarter of 2021 reflect higher bad debt expense and some expense growth consistent with higher activity levels. Selling general and administrative expenses decreased from 27.8 percent of revenues in the third quarter of 2020 to 14.0 percent of revenues in the third quarter of 2021 due to leverage of higher revenues our cost that are relatively fixed during the short term.

Income before income taxes was $7.2 million for the three months ended September 30, 2021 compared to $31.0 million loss before income taxes in the same period of 2020. Diluted earnings per share was $0.02 for the three months ended September 30, 2021 compared to a loss per share of $0.08 in the same period of 2020. Cash provided by operating activities decreased to $26.4 million for

20

RPC, INC. AND SUBSIDIARIES

the nine months ended September 30, 2021 compared to $131.4 million in the same period of 2020 primarily due to an unfavorable change in working capital in 2021.

We expect capital expenditures, excluding lease financed equipment, in 2021 will be approximately $65 million, and will be directed mostly towards capitalized maintenance of our existing equipment and selected growth opportunities.

Outlook

Drilling activity in the U.S. domestic oilfields, as measured by the rotary drilling rig count, reached a cyclical peak of 1,083 during the fourth quarter of 2018. Beginning in the fourth quarter of 2018, the drilling rig count began to decline and by the third quarter of 2020, the U.S. domestic drilling rig count fell 77 percent reaching the lowest level recorded up to that time. The principal catalyst for this steep rig count decline was the decrease in the price of oil in the world markets resulting from the decline in global oil demand associated with the COVID-19 pandemic which began in the third quarter of 2020.

RPC monitors rig count efficiencies and well completion trends because the majority of our services are directed toward well completions. Improvements in drilling rig efficiencies have increased the number of potential well completions for a given drilling rig count; therefore, the statistics regarding well completions are more meaningful indicators of the outlook for RPC’s activity levels and revenues. Annual well completions during 2018 increased by approximately 25 percent compared to 2017, and by approximately five percent in 2019 compared to 2018. Well completions in 2020 decreased by approximately 49 percent compared to 2019. For the nine months ended September 30, 2021, well completions increased by approximately 29 percent compared to the same period in the prior year.

The current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity. Following the trough of the most recent oilfield downturn in the third quarter of 2020, the average price of oil has risen by more than 72 percent in the third quarter of 2021 compared to the average price of oil in the third quarter of 2020. The average price of natural gas has also risen by more than 119 percent during the same time period, due to steady demand for natural gas. Following a low price of $0.23 per gallon in the first quarter of 2020, the price of benchmark natural gas liquids has risen to $1.17 per gallon in the third quarter of 2021. The price increases in these commodities during the past three quarters are encouraging, and RPC believes that they have encouraged our customers to increase drilling and completion activities.

The majority of the U.S. domestic rig count remains directed towards oil. Early in the fourth quarter of 2021, approximately 82 percent of the U.S. domestic rig count was directed towards oil, an increase compared with approximately 73 percent during the same period in the prior year. We believe that oil-directed drilling will remain the majority of domestic drilling, and that natural gas-directed drilling will remain a low percentage of U.S. domestic drilling in the near term. However, we believe that natural gas-directed drilling has increased and will continue to increase in natural gas-directed basins in the United States due to the current and projected high prices of natural gas. This trend should be favorable for the demand for RPC’s services in these basins.

We continue to monitor the market for our services and the competitive environment, including the current trends and expectations with regard to environmental concerns and related impact on our fleets. The growing efficiency with which oilfield completion crews are providing services is a catalyst for the oversupplied nature of the oilfield services market. Early in the fourth quarter of 2021, we believe that most of the feasible efficiency gains have been realized, and a number of our smaller competitors have ceased operations. These factors, combined with the increase in drilling and completion and the improvement in commodity prices, leads us to believe that the competitive market for our services will improve during the near term.

During the third quarter of 2021, RPC entered into an agreement for a new Tier IV dual-fuel pressure pumping fleet, which immediately went to work at the beginning of the fourth quarter. In 2019, RPC expanded its fleet of revenue-producing equipment, while also retiring older equipment which could no longer function effectively in service-intensive operating environments. We continue to selectively upgrade our existing equipment to operate using multiple fuel sources and to take advantage of advances in technology and data collection. We will continue to monitor current and expected customer activity levels and projected financial returns as we consider activating additional idle equipment during the near term. Our consistent response to the near-term potential of lower activity levels and competitive pricing has been to undertake moderate fleet expansions which we believe will allow us to maintain a strong balance sheet, while also positioning RPC for long-term growth and strong financial returns.

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RPC, INC. AND SUBSIDIARIES

Results of Operations

	Three months ended						Nine months ended
	September 30,						September 30,
	2021			2020				2021			2020
Consolidated revenues [in thousands]	$	225,310		$	116,588		$	596,677		$	449,665
Revenues by business segment [in thousands]:
Technical	$	211,842		$	109,278		$	560,602		$	417,511
Support		13,468			7,310			36,075			32,154
Consolidated operating income (loss) [in thousands]	$	7,974		$	(31,752)		$	(3,767)		$	(287,989)
Operating income (loss) by business segment [in thousands]:
Technical	$	8,272		$	(24,941)		$	3,938		$	(71,248)
Support		(55)			(3,840)			(5,353)			(4,139)
Corporate		(3,080)			(6,534)			(9,760)			(13,003)
Impairment and other charges (1)		—			—			—			(207.175)
Gain on disposition of assets, net		2,837			3,563			7,408			7,576
Percentage cost of revenues to revenues		75.7	%		86.5	%		77.5	%		80.7	%
Percentage selling, general & administrative expenses to revenues		14.0	%		27.8	%		15.3	%		21.7	%
Percentage depreciation and amortization expense to revenues		8.0	%		16.0	%		9.0	%		17.2	%
Average U.S. domestic rig count		500			254			425			477
Average natural gas price (per thousand cubic feet (mcf))	$	4.39		$	2.00		$	3.29		$	1.88
Average oil price (per barrel)	$	70.5		$	40.83		$	62.4		$	38.46

⁽¹⁾ Includes $541 related to Corporate and the remainder to Technical Services.

THREE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2020

Revenues. Revenues of $225.3 million for the three months ended September 30, 2021 increased 93.3 percent compared to the three months ended September 30, 2020. Domestic revenues of $217.7 million increased 96.0 percent for the three months ended September 30, 2021 compared to the same period in the prior year. The increase in revenues was due to higher activity levels compared to the third quarter of the prior year which was negatively impacted by COVID-19 shutdowns. International revenues of $7.6 million increased 32.0 percent for the three months ended September 30, 2021 compared to the same period in the prior year.

During the third quarter of 2021, the average price of natural gas was 119.5 percent higher and the average price of oil was 72.7 percent higher, both as compared to the same period in the prior year. The average domestic rig count during the third quarter of 2021 was 96.9 percent higher than the same period in 2020.

The Technical Services segment revenues for the third quarter of 2021 increased by 93.9 percent compared to the same period of the prior year due to significantly higher activity levels and slightly improved pricing. Technical Services reported operating income of $8.3 million during the third quarter of 2021 compared to an operating loss of $24.9 million in the third quarter of 2020 due to higher activity levels. The Support Services segment revenues for the third quarter of 2021 increased by 84.2 percent compared to the same period in the prior year. This increase was due principally to higher activity levels for rental tools. Support Services reported an operating loss of $55 thousand for the third quarter of 2021 compared to an operating loss of $3.8 million for the third quarter of 2020 due to higher pricing on rental tools.

Cost of revenues. Cost of revenues increased 69.1 percent to $170.6 million for the three months ended September 30, 2021 compared to $100.9 million for the three months ended September 30, 2020. Cost of revenues increased primarily due to increases in expenses consistent with higher activity levels, such as materials and supplies expenses, maintenance and repairs costs and fuel costs. Cost of revenues as a percentage of revenues decreased primarily due to the leverage of higher revenues over direct employment costs. During the third quarter of 2021 RPC recorded a $3.3 million expense related to the resolution of a long-term contractual dispute with a vendor, partially offset by a CARES tax credit of approximately $2.3 million.

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RPC, INC. AND SUBSIDIARIES

Selling, general and administrative expenses. Selling, general and administrative expenses decreased to $31.4 million for the three months ended September 30, 2021 compared to $32.4 million for the three months ended September 30, 2020. The expenses for the third quarter of 2020 reflect $3.3 million of accelerated vesting of restricted stock due to the death of on officer. The expenses for the third quarter of 2021, reflect higher bad debt expense and some expenses quarter consistent with higher activity levels. Selling, general and administrative expenses decreased from 27.8 percent of revenues in the third quarter of 2020 to 14.0 percent of revenues in the third quarter of 2021 due to leverage of higher revenues our cost that are relatively fixed during the short term.

Depreciation and amortization. Depreciation and amortization decreased 2.9 percent to $18.1 million for the three months ended September 30, 2021, compared to $18.7 million for the three months ended September 30, 2020. Depreciation and amortization decreased due to lower capital expenditures in recent years, coupled with assets becoming fully depreciated for book purposes during the previous quarters.

Gain on disposition of assets, net. Gain on disposition of assets, net was $2.8 million for the three months ended September 30, 2021 compared to a gain on disposition of assets, net of $3.6 million for the three months ended September 30, 2020. 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 $448 thousand for the three months ended September 30, 2021 compared to other income, net of $769 thousand for the same period in the prior year.

Interest expense. Interest expense was $1.3 million for the three months ended September 30, 2021 compared to $73 thousand for the three months ended September 30, 2020. Interest expense increased compared to the prior year due to interest expense related to the resolution of a long-term contractual dispute with a vendor. Interest expense also includes facility fees on the unused portion of the credit facility and the amortization of loan costs.

Income tax provision (benefit). Income tax provision was $1.9 million during the three months ended September 30, 2021 compared to $14.6 million tax benefit for the same period in 2020. The effective tax rate was 26.4 percent for the three months ended September 30, 2021 compared to a 47.0 percent effective benefit rate for the three months ended September 30, 2020. The effective rate for the third quarter of 2021, reflects a provision due to a net detrimental impact of around $0.6 million related to the employee retention credit.

NINE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2020

Revenues. Revenues of $596.7 million for the nine months ended September 30, 2021 increased 32.7 percent compared to the nine months ended September 30, 2020. Domestic revenues of $572.2 million increased 35.8 percent for the nine months ended September 30, 2021 compared to the same period in the prior year. The increase in revenues was due to higher activity levels compared to the prior year which was negatively impacted during 2020 by COVID-19 shutdowns. International revenues of $24.5 million decreased 13.5 percent for the nine months ended September 30, 2021 compared to the same period in the prior year.

During the first nine months of 2021, the average price of natural gas was 81.0 percent higher and the average price of oil was 67.3 percent higher, both as compared to the same period in the prior year. The average domestic rig count during the first nine months of 2021 was 27.8 percent lower than the same period in 2020.

The Technical Services segment revenues for the first nine months of 2021 increased by 34.3 percent compared to the same period of the prior year due to higher activity levels. Technical Services reported operating income of $3.9 million during the first nine months of 2021 compared to an operating loss of $71.2 million for the first nine months of 2020. The Support Services segment revenues for the first nine months of 2021 increased by 12.2 percent compared to the same period in the prior year. This increase was due principally to higher activity levels for rental tools. Support Services reported an operating loss of $5.4 million for the first nine months of 2021 compared to operating loss of $4.1 million for the first nine months of 2020 due to lower pricing.

Cost of revenues. Cost of revenues increased 27.5 percent to $462.6 million for the nine months ended September 30, 2021 compared to $362.9 million for the nine months ended September 30, 2020. Cost of revenues increased primarily due to increases in expenses consistent with higher activity levels. Cost of revenues as a percentage of revenues decreased from 80.7 percent in the nine months ended September 30, 2020 to 77.5 percent for the nine months ended September 30, 2021 primarily due to labor and other cost efficiencies resulting from higher activity levels.

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RPC, INC. AND SUBSIDIARIES

Selling, general and administrative expenses. Selling, general and administrative expenses were $91.4 million for the nine months ended September 30, 2021 and $97.7 million for the nine months ended September 30, 2020. These expenses decreased primarily due to lower employment costs. Employment costs for 2020 reflect $3.3 million of acclerated vesting of restricted stock due to the death of on officer. Selling, general and administrative expenses decreased from 21.7 percent of revenues in the nine months ended September 30, 2020 compared to 15.3 percent of revenues for the nine months ended September 30, 2021 primarily due to higher revenues over cost that are relatively fixed during the short term.

Depreciation and amortization. Depreciation and amortization decreased 30.6 percent to $53.8 million for the nine months ended September 30, 2021, compared to $77.5 million for the nine months ended September 30, 2020. Depreciation and amortization decreased significantly because of the asset impairment charges recorded during the first quarter of 2020.

Impairment and other charges. There were no impairment and other charges for the nine months ended September 30, 2021 and $207.2 million for the nine months ended September 30, 2020. These changes represent primarily the total amount by which several of our asset groups’ carrying amounts exceeded their fair value, coupled with severance costs. See Note 4 of the notes to the consolidated financial statements for further discussion of these charges.

Gain on disposition of assets, net. Gain on disposition of assets, net was $7.4 million for the nine months ended September 30, 2021 compared to a gain on disposition of assets of $7.6 million for the nine months ended September 30, 2020. 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 (expense), net. Other income, net was $1.6 million for the nine months ended September 30, 2021 compared to other expense, net of $1.0 million for the same period in the prior year.

Interest expense. Interest expense was $1.8 million for the nine months ended September 30, 2021 compared to $257 thousand for the nine months ended September 30, 2020. Interest expense includes facility fees on the unused portion of the credit facility and the amortization of loan costs. The increase in interest expense during the first nine months of 2021 compared to the same period in the prior year is primarily due to interest expense related to the resolution of a long-term contractual dispute with a vendor coupled with interest charged in connection with resolution of a state well servicing tax audit.

Income tax provision (benefit). Income tax provision was $1.2 million during the nine months ended September 30, 2021 compared to $86.9 million tax benefit for the same period in 2020. The effective tax rate was 30.9 percent for the nine months ended September 30, 2021 compared to a 30.1 percent effective benefit rate for the nine months ended September 30, 2020. The effective rate reflects a detrimental discrete adjustment related to restricted stock in addition to a net detrimental impact of around $0.6 million related to the employee retention credit.

Liquidity and Capital Resources

Cash Flows

The Company’s cash and cash equivalents decreased $3.7 million to $80.8 million as of September 30, 2021 compared to cash and cash equivalents of $84.5 million as of December 31, 2020.

The following table sets forth the historical cash flows for the nine months ended September 30, 2021 and 2020:

	Nine months ended September 30,
(In thousands)	2021		2020
Net cash provided by operating activities	$	26,416	$	131,364
Net cash used for investing activities		(29,114)		(34,941)
Net cash used for financing activities		(963)		(827)

Cash provided by operating activities for the nine months ended September 30, 2021 was $26.4 million. Cash provided by operating activities includes a net loss of $5.1 million coupled with an unfavorable change in accounts receivable of $71.7 million, partially offset by favorable changes in other components of our working capital (taxes receivable, accounts payable and inventories) of $53.5 million, mainly due to an increase in taxes receivable, primarily due to a federal tax refund collected during the period.

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RPC, INC. AND SUBSIDIARIES

Cash used for investing activities for the nine months ended September 30, 2021 decreased by $5.8 million compared to the nine months ended September 30, 2020, primarily because of a reduction in capital expenditures, partially offset by a decrease in proceeds from the sale of assets.

Cash used for financing activities for the nine months ended September 30, 2021 increased by $136 thousand primarily as a result of cash paid for a finance lease, partially offset by lower cost of repurchases of the Company’s shares for taxes related to the vesting of restricted shares.

Financial Condition and Liquidity

The Company’s financial condition as of September 30, 2021 remains strong. We believe the liquidity provided by our existing cash and cash equivalents and our overall strong capitalization will provide sufficient liquidity to meet our requirements for at least the next twelve months. The Company’s decisions relating to 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.

The Company currently has a $100 million revolving credit facility that matures in July 2023, as recently amended. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. During the third quarter of 2020, the Company further amended the revolving credit facility. Among other matters, the amendment (1) reduced the maximum amount available for borrowing from $125 million to $100 million, (2) decreased the minimum tangible net worth covenant level from not less than $600 million to not less than $400 million, and (3) increased the margin spreads and commitment fees payable by 37.5 and 5 basis points, respectively, at each pricing level of the applicable rate without any changes to the leverage ratios used to calculate such spreads. As of September 30, 2021, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $17.7 million; therefore, a total of $82.3 million of the facility was available. The Company was in compliance with the credit facility financial covenants as of September 30, 2021. For additional information with respect to RPC’s facility, see Note 12 of the Notes to Consolidated Financial Statements included in this report.

Cash Requirements

The Company currently expects that capital expenditures, excluding lease financed equipment, will be approximately $65 million, and will be directed mostly towards capitalized maintenance of our existing equipment and selected growth opportunities. During the third quarter of 2021, RPC made the strategic decision to add a Tier IV dual-fuel fleet. This fleet was put into service late in the third quarter and is reflected as a finance lease with a balloon payment at the end of 12 months. The actual amount of 2021 capital expenditures will depend primarily on equipment maintenance requirements, expansion opportunities, and equipment delivery schedules.

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 reasonably estimable. There are issues that could result in unfavorable outcomes that cannot be currently estimated. See note Note 10 of the Notes to Consolidated Financial Statements for additional information.

The Company’s Retirement Income Plan, a multiple employer trusteed defined benefit pension plan, provides monthly benefits upon retirement at age 65 to eligible employees. During the nine months ended September 30, 2021, the Company did not make a cash contribution to the plan and does not currently expect to make any additional contributions for the remainder of 2021.

As of September 30, 2021, the Company’s stock buyback program authorizes the aggregate repurchase of up to 41,578,125 shares, including an additional 10,000,000 shares authorized for repurchase by the Board of Directors on February 12, 2018. No shares have been purchased on the open market during the nine months ended September 30, 2021, and 8,248,184 shares remain available to be repurchased under the current authorization. The Company may repurchase outstanding common shares periodically based on market conditions and our capital allocation strategies considering restrictions under our credit facility. The stock buyback program does not have a predetermined expiration date.

On July 22, 2019, the Board of Directors voted to suspend RPC’s dividend to common stockholders. The Company expects to resume cash dividends to common stockholders, subject to the earnings and financial condition of the Company and other relevant factors. The Company has no timetable for the resumption of dividends.

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RPC, INC. AND SUBSIDIARIES

INFLATION

The Company purchases its equipment and materials from suppliers who provide competitive prices, and employs 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, higher activity can cause increases in the costs of certain materials and key equipment components used to provide services to the Company’s customers. Labor costs decreased during 2020 due to the significant decline in oilfield activity. However, during the fourth quarter of 2020 and the first nine months of 2021, the price of labor has begun to rise due to increasing oilfield activity and the departure of skilled labor from the domestic oilfield industry during 2020. Also, the prices of raw materials used in the Company’s operations have begun to increase because many suppliers of these materials ceased operations or other supply chain disruptions have occurred. The Company is attempting to pass these price increases along to our customers, but due to the competitive nature of the oilfield services business, there is no assurance that these efforts will be successful.

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any material off balance sheet arrangements.

RELATED PARTY TRANSACTIONS

Marine Products Corporation

In conjunction with the spin-off of its former power boat manufacturing segment conducted through Chaparral Boats, Inc., RPC and Marine Products Corporation (Marine Products) entered into various agreements that define the companies’ relationship. RPC charged Marine Products for its allocable share of administrative costs incurred for services rendered on behalf of Marine Products Corporation totaling $670,000 for the nine months ended September 30, 2021 and $646,000 for the comparable period in 2020.

Other

The Company periodically purchases, in the ordinary course of business, products or services from suppliers who are owned by officers or significant stockholders of, or affiliated with the directors of RPC. The total amounts paid to these affiliated parties were $751,000 for the nine months ended September 30, 2021 and $710,000 for the nine months ended September 30, 2020.

RPC receives certain administrative services and rents office space from Rollins, Inc. (a company of which Mr. Gary W. Rollins is also Chairman, and which is controlled by Mr. Rollins and his affiliates). The service agreements between Rollins, Inc. and the Company provide for the provision of services on a cost reimbursement basis and are terminable on nine months’ notice. The services covered by these agreements include office space, selected administrative services for certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated $78,000 for the nine months ended September 30, 2021 and $78,000 for the nine months ended September 30, 2020.

RPC and Marine Products own 50 percent each of a limited liability company called 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 $150,000 for each of the nine months ended September 30, 2021 and 2020.

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, 2020. There have been no significant changes in the critical accounting policies since year-end.

IMPACT OF RECENT ACCOUNTING STANDARDS

See Note 2 of the Notes to Consolidated Financial Statements for a description of recent accounting standards, including the expected dates of adoption and estimated effects on results of operations and financial condition.

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RPC, INC. AND SUBSIDIARIES

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. 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 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 natural gas prices, production levels and drilling activities; our expectation to continue to focus on the development of international growth opportunities; our belief that international revenues will continue to be less than ten percent (10%) of our consolidated revenues; our belief that recent price increases have encouraged our customers to increase drilling and completion activities; our belief that oil-directed drilling will remain the majority of domestic drilling and that natural gas-directed drilling will remain a low percentage of U.S. domestic drilling in the near-term; our belief that gas-directed drilling will continue to increase and that this trend will be favorable for the demand for RPC services; our belief that the increased efficiencies of oilfield completion services have been realized; our belief that the competitive market for our services will improve in the near-term; expectations about contributions to the defined benefit pension plan in 2021; our ability to meet our cash requirements in the future; the estimated amount and focus of our capital expenditures; our belief that we will not need our revolving credit facility to meet our liquidity requirements; our expectations to resume payments of cash dividends; estimates made with respect to our critical accounting policies; the effect of new accounting standards; the effect of the changes in foreign exchange rates on our consolidated results of operations or financial condition; and the impact of lawsuits, legal proceedings and claims on our financial position and results of operation.

The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “focus,” “plan,” and similar expressions generally identify forward-looking statements. Such 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 combined impact of the OPEC disputes and the COVID-19 pandemic on our operating results, the declines in the price of oil and natural gas, which tend to result in a decrease in drilling activity and therefore a decline in the demand for our services, the actions of the OPEC cartel, the ultimate impact of current and potential political unrest and armed conflict in the oil producing regions of the world, which could impact drilling activity, adverse weather conditions in oil or gas producing regions, including the Gulf of Mexico, competition in the oil and gas industry, 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, and reliance on large customers. 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, 2020 and in this 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. As of September 30, 2021, there were no outstanding interest-bearing advances on our credit facility, which bear 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.

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RPC, INC. AND SUBSIDIARIES

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, September 30, 2021 (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, 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.

Changes in internal control over financial reporting – Management’s evaluation of changes in internal control did not identify any changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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RPC, INC. AND SUBSIDIARIES

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

See the risk factors described in the Company’s annual report on Form 10-K for the year ended December 31, 2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

The Board of Directors adopted resolutions approving amendments to the Company’s Bylaws effective October 26, 2021, to further clarify the parameters for board meetings and the annual meeting of the stockholders and establish the size of the board of directors. The Amended and Restated Bylaws, as so amended, are filed herewith as an exhibit.

ITEM 6. EXHIBITS

Exhibit Number	Description
3.1(a)	Restated certificate of incorporation of RPC, Inc. (incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1999).
3.1(b)	Certificate of amendment of the certificate of incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(b) to Registrant’s Quarterly Report on Form 10-Q filed on May 8, 2006).
3.1(c)	Certificate of amendment of the certificate of incorporation of RPC, Inc. (incorporated by reference to Exhibit 3.1(c) to the Registrant’s Quarterly Report on Form 10-Q filed on August 2, 2011).
3.2	Amended and Restated Bylaws of RPC, Inc. effective October 26, 2021.
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).
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	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

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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/ Richard A. Hubbell
Date:  October 29, 2021	Richard A. Hubbell
	President and Chief Executive Officer
	(Principal Executive Officer)
	/s/ Ben M. Palmer
Date:  October 29, 2021	Ben M. Palmer
	Vice President, Chief Financial Officer and Corporate Secretary
	(Principal Financial and Accounting Officer)

30

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS

OF

RPC, INC.

OCTOBER 26, 2021

OFFICES

FIRST:The principal office of the corporation shall be located at 2801 Buford Highway NE, Suite 300, in the City of Atlanta, Georgia, and the registered agent shall be Corporation Service Company or such other agent as the corporation shall designate.

CORPORATE SEAL

SECOND:The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation and the words “Incorporated Delaware.”

MEETINGS OF STOCKHOLDERS

THIRD:The annual meeting of stockholders for the election of directors shall be held on such date and at such place and time as may be designated from time to time by resolution of the board of directors and included in the notice of such meeting, each year, at which meeting they shall elect by ballot, by plurality vote, a board of directors and may transact such other business as may come before the meeting.

Special meetings of the stockholders may be called at any time by the chairman and shall be called by the chairman or secretary on the request in writing or by vote of a majority of the directors or at the request in writing of stockholders of record owning a majority in amount of the capital stock outstanding and entitled to vote. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of the meeting.

All such meetings of the stockholders shall be held at such place or places within or without the State of Delaware, including by remote communication such as a “virtual only” meeting or “hybrid” meeting, as may from time to time be fixed by the board of directors or as shall be specified and fixed by the respective notices or waivers of notice thereof.

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Exhibit 3.2

Each stockholder entitled to vote shall, at every meeting of the stockholders, be entitled to one vote in person or by proxy, signed by him, for each share of voting stock held by him, but no proxy shall be voted on after the meeting of stockholders for which such proxy was solicited and which has been adjourned sine die. Such right to vote shall be subject to the right of the board of directors to close the transfer books or to fix a record date for voting stockholders as hereinafter provided and if the directors shall not have exercised such right, no share of stock shall be voted on at any election for directors which shall have been transferred on the books of the corporation within twenty days next preceding such election.

Notice of all meetings shall be given by the secretary to each stockholder of record entitled to vote not less than ten calendar days nor more than sixty calendar days before any annual or special meeting either personally, by mail or by other lawful means. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at such person’s address as it appears on the stock transfer books of the corporation.

The holders of a majority of the stock outstanding and entitled to vote shall constitute a quorum, but the holders of a smaller amount may adjourn from time to time without further notice until a quorum is secured.

DIRECTORS

FOURTH:The property and business of this corporation shall be managed by or under the direction of the board of directors. The board of directors shall consist of between six and twelve directors, with the exact number of directors to be fixed from time to time by the board of directors pursuant to a resolution adopted by a majority of the board of directors then in office. The directors shall be divided into three classes of approximately equal size except that the classes may be unequal as a result of the death, resignation, removal or other vacancy of a member of a class unless a class were to have no members remaining, in which case such class vacancy will be filled as soon as practicable. Subject to the foregoing sentence, there shall be no limitation on the number of directors that may be designated to a particular class. At each Annual Meeting of Stockholders, the successors to the class of directors whose term expires at that time

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Exhibit 3.2

shall be elected to hold office for the term of three years to succeed those whose term expires, so that the term of office of one class of directors shall expire in each year. Each director shall hold office for the remainder of the term for which he is elected or appointed or until his successor shall be elected and qualified, or until his death or until he shall resign.

Newly created directorships resulting from any increase in the authorized number of directors and any vacancies on the Board resulting from death, resignation, disqualification, removal or other cause may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board, or by a sole remaining director. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the vacant or newly created directorship and until such director’s successor is elected and qualified. No decrease in the authorized number of directors will shorten the term of any incumbent director.

POWERS OF DIRECTORS

FIFTH:The board of directors shall have, in addition to such powers as are hereinafter expressly conferred on it, all such powers as may be exercised by the corporation, subject to the provisions of the statute, the certificate of incorporation and the by-laws.

The board of directors shall have power:

To purchase or otherwise acquire property, rights or privileges for the corporation, which the corporation has power to take, at such prices and on such terms as the board of directors may deem proper.

To pay for such property, rights or privileges in whole or in part with money, stock, bonds, debentures or other securities of the corporation, or by the delivery of other property to the corporation.

To create, make and issue mortgages, bonds, deeds of trust, trust agreements and negotiable or transferable instruments and securities, secured by mortgages or otherwise, and to do every other act and thing necessary to effectuate the same.

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Exhibit 3.2

To appoint agents, clerks, assistants, factors, employees and trustees, and to dismiss them at its discretion, to fix their duties and emoluments and to change them from time to time and to require security as it may deem proper. Any employee appointed by the board may be given such designation or title as the board shall determine; however, any such designation or title given any such employee shall not be deemed to constitute such employee a corporate officer under ARTICLE EIGHTH of these by-laws.

To confer on any officer of the corporation the power of selecting, discharging or suspending such employees.

To determine by whom and in what manner the corporation’s bills, notes, receipts, acceptances, endorsements, checks, releases, contracts or other documents shall be signed.

MEETINGS OF DIRECTORS

SIXTH:After such annual election of directors, the newly elected directors may meet for the purpose of organization, the election of officers and the transaction of other business, at such place and time as the directors may determine, and, if a majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors. The place and time of such meeting may also be fixed by written consent of the directors.

Regular meetings of the directors shall be held at such place or places, if any, on such date or dates, and at such time or times as shall have been established by the board of directors and publicized among all directors. A notice of each regular meeting shall not be required.

Special meetings of the directors may be called by the chairman, vice chairman or president or upon the request of any two directors. Two business days’ notice of any special meeting of directors shall be given in writing if such notice is delivered by first class or overnight mail or one business days’ notice if such notice is given orally or delivered by facsimile transmission or other form of electronic transmission reasonable under the circumstance or hand delivery.

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Exhibit 3.2

Special meetings of the directors may be held within or without the State of Delaware at such places as is indicated in the notice or waiver of notice thereof.

A majority of the directors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured.

The board may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors of the corporation.

Any such committee to the extent provided in the directors’ resolution or in these by-laws, shall have and may exercise all the powers and authority of the board in managing the affairs and business of the Corporation and may authorize affixation of the corporate seal to all papers that require it, to the fullest extent permitted by law as presently allowed under Section 141 of the Delaware General Corporation Law (the “DGCL”) and as may be allowed in the future pursuant to amendments and revisions of applicable law; provided, however, that a committee may not have the power and authority to declare a dividend or to authorize the issuance of stock.

COMPENSATION OF DIRECTORS

AND MEMBERS OF COMMITTEES

SEVENTH:Directors and members of standing committees shall receive such compensation for attendance at each regular or special meeting as the board shall from time to time prescribe.

OFFICERS OF THE CORPORATION

EIGHTH:The officers of the corporation shall be a president, a secretary, a treasurer and such other officers as may from time to time be chosen by the board of directors. The board of directors in its discretion may also appoint either or both of a chairman and a vice chairman, who may or may not be an officer of the corporation. If applicable, the chairman and vice chairman shall be chosen from among the directors.

One person may hold more than one office.

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Exhibit 3.2

The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer chosen or appointed by the board of directors may be removed either with or without cause at any time by the affirmative vote of a majority of the whole board of directors. If the office of any officer or officers becomes vacant for any reason, the vacancy may be filled by the affirmative vote of a majority of the whole board of directors or the board could eliminate the position, combine its duties with another position or fill it on an interim basis.

DUTIES OF THE CHAIRMAN

NINTH:It shall be the duty of the chairman, if any, to preside at all meetings of stockholders and directors.

DUTIES OF THE VICE CHAIRMAN

TENTH:The vice chairman, if any, shall perform such duties as shall be assigned by the chairman or the board of directors and shall be vested with all the powers and be required to perform all the duties of the chairman in the chairman’s absence or disability.

DUTIES OF THE PRESIDENT

ELEVENTH:The president shall be the chief executive officer of the corporation. It shall be the duty of the president to execute, unless otherwise delegated, all contracts, agreements, deeds, bonds, mortgages and other obligations and instruments, in the name of the corporation, and to affix the corporate seal thereto when authorized by the board. The president shall supervise and direct the officers of the corporation other than, if applicable, the chairman and the vice chairman, and shall see that their duties are property performed.

In the absence or in case of the disability of the vice chairman, the president shall be vested with all the powers and be required to perform all the duties of the chairman in the chairman’s absence or disability.

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Exhibit 3.2

SECRETARY

TWELFTH:The secretary shall attend all meetings of the board of directors, and all other meetings as directed by the board of directors. The secretary shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose. The secretary shall give proper notice of meetings of stockholders and directors and shall perform such other duties as shall be assigned by the chairman, vice chairman or president of the corporation.

TREASURER

THIRTEENTH:The treasurer shall have custody of the funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

The treasurer shall keep an account of stock registered and transferred in such manner and subject to such regulations as the board of directors may prescribe.

The treasurer shall give the corporation a bond, if required by the board of directors, in such sum and in form and with security satisfactory to the board of directors for the faithful performance of the duties of the office and the restoration to the corporation, in case of the treasurer’s death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession, belonging to the corporation. The treasurer shall perform such other duties as the board of directors may from time to time prescribe or require.

DUTIES OF OFFICERS MAY BE DELEGATED

FOURTEENTH:In case of the absence or disability of any officer of the corporation or for any other reason deemed sufficient by a majority of the board, the board of directors may delegate such officer’s powers or duties to any other officer or to any director for the time being.

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Exhibit 3.2

CERTIFICATES OF STOCK; UNCERTIFICATED SHARES

FIFTEENTH:Shares of stock in the corporation may be represented by certificates or may be issued in uncertificated form in accordance with the DGCL. The issuance of shares in uncertificated form shall not affect shares already represented by a certificate until the certificate is surrendered to the corporation. Each holder of stock in the corporation represented by a certificate shall be entitled to a certificate which shall be signed by either the chairman, the vice chairman or the president and any of the treasurer, assistant treasurer, secretary or assistant secretary. If a certificate of stock be lost or destroyed, another may be issued in its stead upon proof of such loss or destruction and the giving of a satisfactory bond of indemnity, in an amount sufficient to indemnify the corporation against any claim. A new certificate may be issued without requiring bond when, in the judgment of the directors, it is proper to do so. Certificates may be signed by facsimile signature if so ordered by the board of directors.

TRANSFER OF STOCK

SIXTEENTH:Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by a transfer agent designated to transfer shares of stock of the corporation. The certificate for the number of shares involved which are represented by a certificate shall be surrendered for cancellation before a new certificate is issued therefore.

The corporation shall have authority to appoint transfer agents and registrars by resolution of the board of directors.

CLOSING OF TRANSFER BOOKS

SEVENTEENTH:The board of directors shall have power to close the stock transfer books of the corporation for a period not exceeding sixty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding sixty days in connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the by-laws may fix or authorize the board of directors to fix in advance a date not exceeding sixty days preceding the date of any meeting of stockholders or the date for the payment of any

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Exhibit 3.2

dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

STOCKHOLDERS OF RECORD

EIGHTEENTH:The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.

FISCAL YEAR

NINETEENTH:The fiscal year of the corporation shall begin on the first day of January in each year.

DIVIDENDS

TWENTIETH:Dividends upon the capital stock may be declared by the board of directors at any regular or special meeting and may be paid in cash or in property or in shares of the capital stock. Before paying any dividend or making any distribution of profits, the directors may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may alter or abolish any such reserve or reserves.

CHECKS FOR MONEY

TWENTY-FIRST:All checks, drafts or orders for the payment of money shall be signed by the treasurer or by such other officer or officers as the board of directors may from time to time designate. No check shall be signed in blank. The board of directors also from time to time may authorize specified employees to sign checks on the corporation’s accounts.

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Exhibit 3.2

BOOKS AND RECORDS

TWENTY-SECOND:The books, accounts and records of the corporation except as otherwise required by the laws of the State of Delaware, may be kept within or without the State of Delaware, at such place or places as may from time to time be designated by the by-laws or by resolution of the Directors.

WAIVER OF NOTICES

TWENTY-THIRD:Any stockholder or director may waive, in writing, any notice, required to be given under these by-laws whether before or after the time stated therein.

INDEMNIFICATION OF DIRECTORS,

OFFICERS AND EMPLOYEES

TWENTY-FOURTH:The corporation shall indemnify and hold harmless, in the manner and to the fullest extent now or hereafter permitted by the DGCL, any person (or the estate of any person) who was or is a party to, or is involved in or threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the corporation and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director, officer or general counsel of the corporation, or is or was serving at the request of the corporation as a director, officer, general counsel of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans. The indemnification provided herein shall be made if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, has no reasonable cause to believe his or her conduct was unlawful; provided, however, that, except as provided in the following paragraph, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors. To the full extent permitted by law, the indemnification provided herein shall include all expense, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person. The corporation shall pay the expenses (including attorneys’ fees) incurred in defending any such proceeding in advance of its final disposition upon the receipt by the corporation of a statement or statements from the claimant

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Exhibit 3.2

requesting such advance and an undertaking by or on behalf of such claimant that the claimant will repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this ARTICLE TWENTY-FOURTH or otherwise. The indemnification and advancement of expenses provided herein (a) shall not be deemed to limit the right of the corporation to indemnify any other employee or agent and advance any such expenses to the full extent provided by the law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification and advancement of expenses from the corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, (b) is intended to be retroactive and shall be available with respect to events occurring prior to adoption of this ARTICLE TWENTY-FOURTH, and (c) shall continue as to an indemnitee who has ceased to be a director of officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. The corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against such person.

If a claim under this of this ARTICLE TWENTY-FOURTH is not paid in full within 30 calendar days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid the reasonable expense of prosecuting the claim. It shall be a defense to any such action to enforce a right to indemnification (but not to an action to enforce a right to an advancement of expenses) that the claimant has not met the standard of conduct which makes it permissible under the DGCL to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.

No repeal or modification of this ARTICLE TWENTY-FOURTH shall in any way diminish or adversely affect the rights of any person in respect of any occurrence or matter arising prior to any such repeal or modification. If any provision of this ARTICLE TWENTY-FOURTH shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions of this ARTICLE TWENTY-FOURTH shall not in any way be affected or impaired thereby.

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Exhibit 3.2

The corporation shall not be liable to indemnify any indemnitee under this ARTICLE TWENTY-FOURTH for any amounts paid in settlement of any proceeding (or part thereof) effected without the corporation’s written consent, which consent shall not be unreasonably withheld, or for any judicial award if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such proceeding. The board of directors may establish reasonable procedures for the submission of claims for indemnification pursuant to this ARTICLE TWENTY-FOURTH, determination of the entitlement of any person thereto, and review of any such determination.

NON-DISCRIMATION STATEMENT

TWENTY-FIFTH:Consistent with the corporation's equal employment opportunity policy, nominations for the elections of directors shall be made by the board of directors and voted upon by the stockholders in a manner consistent with these by-laws and without regard to the nominee’s race, color, ethnicity, religion, sex, age, national origin, veteran status, or disability.

NOTICE OF NOMINATION OF DIRECTORS

TWENTY-SIXTH:Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the corporation. Nominations of persons for election to the board of directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the board of directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this ARTICLE TWENTY-SIXTH and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the requirements and notice procedures set forth in this ARTICLE TWENTY-SIXTH. Shareholders will not be entitled to nominate any candidate for director at any annual or special meeting unless the shareholder shall have first provided notice in writing, delivered or mailed by first class United States mail, postage prepaid, to the secretary of the corporation so that it is received (a) not less than ninety, nor more than one hundred thirty days prior to the anniversary of the prior year’s annual meeting of stockholders with respect to an annual meeting;

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Exhibit 3.2

provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days prior to or delayed by more than 60 days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of the close of business 90 days prior to such annual meeting or the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs (and in no event shall the public announcement of an adjournment of the meeting commence a new time period for a giving of a stockholder’s notice under this ARTICLE).

Each such notice shall set forth (a) with respect to the nominee, (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee for the past five years, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by the person, (iv) as an appendix, a completed and signed questionnaire, representation and agreement required by this ARTICLE TWENTY-SIXTH, (v) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (vi) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated there under; (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (i) the name and record address of such stockholder, as it appears on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder and such beneficial owner, (iii) a description of all arrangements or understandings between such stockholder and such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests,

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Exhibit 3.2

options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of , such stockholder and such beneficial owner, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to the securities of the corporation (collectively, a “Derivative Instrument”), (v) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice, and (vi) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection: with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated there under; and (c) whether such stockholder or beneficial owner has delivered or intends to deliver a proxy statement and form of proxy to holders of a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees.

The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a shareholder failed to provide notice of a nomination in accordance with the foregoing procedure, and if he should so determine, he may so declare to the meeting and the defective nomination shall be disregarded.

To be eligible to be a nominee for election as a director of the corporation, a person must deliver in accordance with the time periods prescribed for delivery of notice under this ARTICLE TWENTY-SIXTH to the secretary of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the secretary upon written request) and a written representation and agreement (in the form provided by the secretary upon written request) that such proposed nominee satisfied the Applicable Qualification Standards (as defined below) and (1) is not and will not become a party to (A) any agreement, arrangement or understanding with , and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a “Voting Commitment”) that has

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not been disclosed to the corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the corporation, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (3) in such person’s individual capacity and on behalf of any such person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation. For purposes hereof, “Applicable Qualification Standards” shall mean that the proposed nominee has relevant business experience (taking into account the business experience of the other directors) as determined by the board or a committee thereof, in its sole discretion, and satisfies such other criteria for service on the board of directors as may be established from time to time by the board.

Notwithstanding the provisions of the by-laws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these by-laws; provided, however that any references in these by-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the separate and additional requirements set forth in these by-laws with respect to nominations to be considered pursuant to ARTICLE TWENTY-SIXTH of these by-laws.

STOCKHOLDER PROPOSALS FOR BUSINESS

TO BE TRANSACTED AT MEETING

TWENTY-SEVENTH: At any special meeting of the stockholders, such Business (as defined below) shall be conducted as shall have been brought before the meeting by or at the direction of the board of directors. No business may be transacted at an annual meeting of stockholders, other than Business that is either (a) specified in the notice of meeting (or any supplement thereto), given by or at the direction of the board of directors, (b) otherwise properly brought before the annual meeting by or at the direction of the board of directors or (c) otherwise properly brought before the annual meeting by any stockholder of record of the

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corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this ARTICLE TWENTY SEVENTH and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this ARTICLE TWENTY-SEVENTH. With respect to this ARTICLE TWENTY-SEVENTH, “Business” shall mean all matters other than nominations of candidates for and the election of directors. Stockholder nomination of directors for election is governed solely by ARTICLE TWENTY-SIXTH of these by-laws.

In addition to any other applicable requirements (including, without limitation, Securities and Exchange Commission rules and regulations with respect to matters set forth in this ARTICLE TWENTY-SEVENTH), for Business to be properly brought before an annual meeting by a stockholder, (i) such stockholder must have given timely notice thereof in proper written form to the secretary of the corporation, (ii) such Business must be a proper matter for stockholder action under the DGCL, (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal is made, has provided the corporation with a Solicitation Notice (as defined herein), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry any such proposal, and must have included in such materials the Solicitation Notice and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this ARTICLE TWENTY-SEVENTH, the stockholder or beneficial owner proposing such Business must not have solicited a number of proxies sufficient to have required the delivery of the Solicitation Notice under this section.

To be timely, a stockholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices of the corporation not less than 90 days nor more than 130 days prior to the date of the anniversary of the previous year’s annual meeting; provided, however, that in the event the annual meeting is scheduled to be held on a date more than 30 days prior to or is delayed by more than 60 days after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the later of the close of business 90 days prior to such annual meeting or the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public announcement of the date of the annual meeting was first made by the corporation. In no event shall the public announcement

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Exhibit 3.2

of an adjournment of an annual meeting commence a new time period for a giving of a stockholder’s notice under this ARTICLE TWENTY-SEVENTH.

To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of Business such stockholder proposes to bring before the annual meeting (i) a brief description of the Business desired to be brought before the annual meeting and the reasons for conducting such Business at the annual meeting, (ii) the name and record address of such stockholder and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii)(A) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such stockholder and such beneficial owner and any Stockholder Associated Person, directly or indirectly (“Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and (iii) any person controlled by or under common control with such Stockholder Associated Person), (B) any Derivative Instrument directly or indirectly owned beneficially by such stockholder, beneficial owner or Stockholder Associated Person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the corporation owned by any of them, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder, beneficial owner or Stockholder Associated Person has a right to vote any shares of any security of the corporation or any person has the right to vote their shares, (D) any short interest in any security of the corporation of such stockholder, beneficial owner or Stockholder Associated Person (for purposes of this provision a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the corporation owned beneficially by such stockholder, beneficial owner or Stockholder Associated Person that are separated or separable from the underlying shares of the corporation, (F) any proportionate interest in shares of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, beneficial owner or Stockholder Associated Person is a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder, beneficial owner

17

Exhibit 3.2

or Stockholder Associated Person is entitled to base on any increase or decrease in the value of shares of the corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such person's immediate family sharing the same household (which information shall be supplemented by such person or beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such Business by such stockholder or beneficial owner and any material interest of such stockholder, beneficial owner or Stockholder Associated Person in such Business, (v) the names and addresses of other stockholders and beneficial owners known by the stockholder or beneficial owner proposing such Business to support the proposal, and the class and number of shares of the corporation’s capital stock known to be beneficially owned by such other stockholders and beneficial owners, (vi) a representation that such stockholder or beneficial owner intends to appear in person or by proxy at the annual meeting to bring such Business before the meeting, and (vii) whether such stockholder or beneficial owner has delivered or intends to deliver a proxy statement and form of proxy to holders of at least the percentage of the corporation's voting shares required to carry the proposal (an affirmative statement of such intent a “Solicitation Notice”).

No business shall be conducted at the annual meeting of stockholders except Business brought before the annual meeting in accordance with the procedures set forth in this ARTICLE TWENTY-SEVENTH, provided, however, that, once Business has been properly brought before the annual meeting in accordance with such procedures, nothing in this ARTICLE TWENTY-SEVENTH shall be deemed to preclude discussion by any stockholder of any such Business. If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman of the meeting may declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Notwithstanding the foregoing provisions of ARTICLE TWENTY-SEVENTH, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these by-laws; provided,

18

Exhibit 3.2

however, that any references in these by-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements of these by-laws applicable to nominations or proposals as to any other business to be considered pursuant to these by-laws, regardless of the stockholder's intent to utilize Rule 14a-8 under the Exchange Act or other federal laws or rules. Nothing in these by-laws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock if and to the extent required by law, the certificate of incorporation or these by-laws.

FORUM SELECTION

TWENTY-EIGHTH: Unless the corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine (the actions or proceedings described in clauses (i) through (iv) of this ARTICLE TWENTY-EIGHTH, collectively, an “Intracorporate Proceeding”) shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the jurisdiction has jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of the capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this ARTICLE TWENTY-EIGHTH.

AMENDMENTS OF BY-LAWS

TWENTY-NINTH :These by-laws may be amended, altered, repealed, or added to at any regular meeting of the stockholders or board of directors or at any special meeting called for that purpose, by affirmative vote of a majority of the stock issued and outstanding and entitled to vote or of a majority of the directors in office, as the case may be.

19

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Richard A. Hubbell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of RPC, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	/s/ Richard A. Hubbell
Date: October 29, 2021	Richard A. Hubbell
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Ben M. Palmer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of RPC, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	/s/ Ben M. Palmer
Date: October 29, 2021	Ben M. Palmer
	Vice President, Chief Financial Officer and Corporate Secretary
	(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

To the best of their knowledge the undersigned hereby certify that the Quarterly Report on Form 10-Q of RPC, Inc. for the period ended September 30, 2021, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. Sec. 78m) and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of RPC, Inc.

	/s/ Richard A. Hubbell
Date: October 29, 2021	Richard A. Hubbell
	President and Chief Executive Officer
	(Principal Executive Officer)

	s/ Ben M. Palmer
Date: October 29, 2021	Ben M. Palmer
	Vice President, Chief Financial Officer and Corporate Secretary
	(Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Oct. 22, 2021
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	1-8726
Entity Registrant Name	RPC, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	58-1550825
Entity Address, Address Line One	2801 Buford Highway, Suite 300
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30329
City Area Code	404
Local Phone Number	321-2140
Title of 12(b) Security	Common stock, par value $0.10
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		215,725,436
Entity Central Index Key	0000742278
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Trading Symbol	RES

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
ASSETS
Cash and cash equivalents	$ 80,835	$ 84,496
Accounts receivable, net of allowance for doubtful accounts of $7,342 in 2021 and $5,181 in 2020	238,192	161,771
Inventories	79,881	82,918
Income taxes receivable	51,021	82,943
Prepaid expenses	4,371	9,124
Assets held for sale	692	4,032
Other current assets	2,863	3,075
Total current assets	457,855	428,359
Property, plant and equipment, less accumulated depreciation of $792,763 in 2021 and $790,712 in 2020	253,095	264,411
Operating lease right-of-use assets	21,408	27,270
Finance lease right-of-use assets	21,415
Goodwill	32,150	32,150
Other assets	40,717	38,315
Total assets	826,640	790,505
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	60,862	41,080
Accrued payroll and related expenses	17,146	18,428
Accrued insurance expenses	6,555	5,489
Accrued state, local and other taxes	4,603	2,788
Income taxes payable	689	1,115
Current portion of operating lease liabilities	7,197	9,192
Current portion of finance lease liabilities	21,382
Other accrued expenses	2,287	1,473
Total current liabilities	120,721	79,565
Long-term accrued insurance expenses	13,652	11,822
Long-term pension liabilities	30,945	33,080
Deferred income taxes	9,099	13,332
Long-term operating lease liabilities	16,066	21,090
Other long-term liabilities	5,374	49
Total liabilities	195,857	158,938
STOCKHOLDER'S EQUITY
Common stock	21,564	21,495
Capital in excess of par value	0	0
Retained earnings	626,501	627,778
Accumulated other comprehensive loss	(17,282)	(17,706)
Total stockholders' equity	630,783	631,567
Total liabilities and stockholders' equity	$ 826,640	$ 790,505

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
CONSOLIDATED BALANCE SHEETS
Allowance for doubtful accounts	$ 7,342	$ 5,181
Accumulated depreciation	$ 792,763	$ 790,712

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 225,310	$ 116,588	$ 596,677	$ 449,665
Cost of revenues (exclusive of items shown below)	170,621	100,872	462,633	362,853
Selling, general and administrative expenses	31,446	32,376	91,444	97,681
Impairment and other charges	0	0	0	207,175
Depreciation and amortization	18,106	18,655	53,775	77,521
Gain on disposition of assets, net	(2,837)	(3,563)	(7,408)	(7,576)
Operating income (loss)	7,974	(31,752)	(3,767)	(287,989)
Interest expense	(1,280)	(73)	(1,763)	(257)
Interest income	15	29	47	431
Other income (expense), net	448	769	1,571	(1,020)
Income (loss) before income taxes	7,157	(31,027)	(3,912)	(288,835)
Income tax provision (benefit)	1,891	(14,590)	1,210	(86,882)
Net income (loss)	$ 5,266	$ (16,437)	$ (5,122)	$ (201,953)
Earnings(loss) per share
Basic (in dollars per share)	$ 0.02	$ (0.08)	$ (0.02)	$ (0.95)
Diluted (in dollars per share)	$ 0.02	$ (0.08)	$ (0.02)	$ (0.95)

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net income (loss)	$ 5,266	$ (16,437)	$ (5,122)	$ (201,953)
Other comprehensive income (loss):
Pension adjustment and reclassification adjustment, net of taxes	152	186	458	1,104
Foreign currency translation	(239)	(25)	(34)	(423)
Comprehensive income (loss)	$ 5,179	$ (16,276)	$ (4,698)	$ (201,272)

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Capital in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Total
Balance at Dec. 31, 2019	$ 21,443		$ 832,113	$ (23,223)	$ 830,333
Balance (in shares) at Dec. 31, 2019	214,423
Increase (Decrease) in Stockholders' Equity
Stock issued for stock incentive plans, net	$ 100	$ 1,997			2,097
Stock issued for stock incentive plans, net (in shares)	1,014
Stock purchased and retired	$ (17)	(1,997)	1,222		(792)
Stock purchased and retired (in shares)	(177)
Net income (loss)			(160,423)		(160,423)
Pension adjustment, net of taxes				732	732
Foreign currency translation				(712)	(712)
Balance at Mar. 31, 2020	$ 21,526		672,912	(23,203)	671,235
Balance (in shares) at Mar. 31, 2020	215,260
Balance at Dec. 31, 2019	$ 21,443		832,113	(23,223)	830,333
Balance (in shares) at Dec. 31, 2019	214,423
Increase (Decrease) in Stockholders' Equity
Net income (loss)					(201,953)
Foreign currency translation					(423)
Balance at Sep. 30, 2020	$ 21,507		638,590	(22,542)	637,555
Balance (in shares) at Sep. 30, 2020	215,067
Balance at Mar. 31, 2020	$ 21,526		672,912	(23,203)	671,235
Balance (in shares) at Mar. 31, 2020	215,260
Increase (Decrease) in Stockholders' Equity
Stock issued for stock incentive plans, net	$ (4)	2,021			2,017
Stock issued for stock incentive plans, net (in shares)	(135)
Stock purchased and retired	$ (10)	(2,021)	2,025		(6)
Stock purchased and retired (in shares)	(2)
Net income (loss)			(25,093)		(25,093)
Pension adjustment, net of taxes				186	186
Foreign currency translation				314	314
Balance at Jun. 30, 2020	$ 21,512		649,844	(22,703)	648,653
Balance (in shares) at Jun. 30, 2020	215,123
Increase (Decrease) in Stockholders' Equity
Stock issued for stock incentive plans, net	$ (5)	5,212			5,207
Stock issued for stock incentive plans, net (in shares)	(54)
Stock purchased and retired		(5,212)	5,183		(29)
Stock purchased and retired (in shares)	(2)
Net income (loss)			(16,437)		(16,437)
Pension adjustment, net of taxes				186	186
Foreign currency translation				(25)	(25)
Balance at Sep. 30, 2020	$ 21,507		638,590	(22,542)	637,555
Balance (in shares) at Sep. 30, 2020	215,067
Balance at Dec. 31, 2020	$ 21,495		627,778	(17,706)	631,567
Balance (in shares) at Dec. 31, 2020	214,951
Increase (Decrease) in Stockholders' Equity
Stock issued for stock incentive plans, net	$ 93	1,446			1,539
Stock issued for stock incentive plans, net (in shares)	924
Stock purchased and retired	$ (14)	(1,446)	903		(557)
Stock purchased and retired (in shares)	(140)
Net income (loss)			(9,662)		(9,662)
Pension adjustment, net of taxes				153	153
Foreign currency translation				136	136
Balance at Mar. 31, 2021	$ 21,574		619,019	(17,417)	623,176
Balance (in shares) at Mar. 31, 2021	215,735
Balance at Dec. 31, 2020	$ 21,495		627,778	(17,706)	631,567
Balance (in shares) at Dec. 31, 2020	214,951
Increase (Decrease) in Stockholders' Equity
Net income (loss)					(5,122)
Foreign currency translation					(34)
Balance at Sep. 30, 2021	$ 21,564		626,501	(17,282)	630,783
Balance (in shares) at Sep. 30, 2021	215,643
Balance at Mar. 31, 2021	$ 21,574		619,019	(17,417)	623,176
Balance (in shares) at Mar. 31, 2021	215,735
Increase (Decrease) in Stockholders' Equity
Stock issued for stock incentive plans, net	$ (1)	1,472			1,471
Stock issued for stock incentive plans, net (in shares)	(9)
Stock purchased and retired		(1,472)	1,463		(9)
Stock purchased and retired (in shares)	(1)
Net income (loss)			(726)		(726)
Pension adjustment, net of taxes				153	153
Foreign currency translation				69	69
Balance at Jun. 30, 2021	$ 21,573		619,756	(17,195)	624,134
Balance (in shares) at Jun. 30, 2021	215,725
Increase (Decrease) in Stockholders' Equity
Stock issued for stock incentive plans, net	$ (9)	1,480			1,471
Stock issued for stock incentive plans, net (in shares)	(82)
Stock purchased and retired		$ (1,480)	1,479		(1)
Net income (loss)			5,266		5,266
Pension adjustment, net of taxes				152	152
Foreign currency translation				(239)	(239)
Balance at Sep. 30, 2021	$ 21,564		$ 626,501	$ (17,282)	$ 630,783
Balance (in shares) at Sep. 30, 2021	215,643

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
OPERATING ACTIVITIES
Net income (loss)	$ (5,122)	$ (201,953)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and other non-cash charges	53,754	77,582
Stock-based compensation expense	4,481	9,321
Gain on disposition of assets, net	(7,408)	(7,576)
Deferred income tax benefit	(4,385)	(35,901)
Impairment and other non-cash charges		205,299
(Increase) decrease in assets:
Accounts receivable	(71,702)	119,272
Income taxes receivable	31,922	(40,163)
Inventories	3,044	16,234
Prepaid expenses	4,754	6,309
Other current assets	140	(70)
Other non-current assets	(982)	(1,393)
Increase (decrease) in liabilities:
Accounts payable	17,562	(4,628)
Income taxes payable	(426)	1,433
Accrued payroll and related expenses	(1,282)	(1,706)
Accrued insurance expenses	1,066	(585)
Accrued state, local and other taxes	1,815	3,180
Other accrued expenses	(2,575)	(5,181)
Pension liabilities	(1,526)	(6,163)
Long-term accrued insurance expenses	1,830	137
Other long-term liabilities	1,456	(2,084)
Net cash provided by operating activities	26,416	131,364
INVESTING ACTIVITIES
Capital expenditures	(44,925)	(52,313)
Proceeds from sale of assets	15,811	17,372
Net cash used for investing activities	(29,114)	(34,941)
FINANCING ACTIVITIES
Cash paid for common stock purchased and retired	(567)	(827)
Cash paid for finance lease	(396)
Net cash used for financing activities	(963)	(827)
Net (decrease) increase in cash and cash equivalents	(3,661)	95,596
Cash and cash equivalents at beginning of period	84,496	50,023
Cash and cash equivalents at end of period	80,835	145,619
Supplemental cash flows disclosure:
Income taxes refund, net	(25,435)	(10,137)
Supplemental disclosure of noncash investing activities:
Capital expenditures included in accounts payable	$ 6,077	$ 4,992

XML

GENERAL

9 Months Ended

Sep. 30, 2021

GENERAL

GENERAL

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 the Financial Accounting Standards Board (FASB) 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 (all of which consisted of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.

The balance sheet at December 31, 2020 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, 2020.

A group that includes the Company’s Chairman of the Board, Gary W. Rollins, controls in excess of fifty percent of the Company’s voting power.

XML

RECENT ACCOUNTING STANDARDS

9 Months Ended

Sep. 30, 2021

RECENT ACCOUNTING STANDARDS

RECENT ACCOUNTING STANDARDS

2.    RECENT ACCOUNTING STANDARDS

The FASB issued the following applicable Accounting Standards Updates (ASU):

Recently Adopted Accounting Standards:

● Accounting Standards Update (ASU) No. 2019-12 — Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing the exceptions to the incremental approach for intra-period tax allocation in certain situations, requirement to recognize a deferred tax liability for a change in the status of a foreign investment, and the general methodology for computing income taxes in an interim period when year-to date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes with regard to franchise tax, evaluation of step up in the tax basis goodwill in certain business combinations, allocating current and deferred tax expense to legal entities that are not subject to tax and enacted change in tax laws or rates. The Company adopted these provisions in the first quarter of 2021 and the adoption did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted:

● ASU No. 2020-04 — Reference Rate Reform (Topic 848): The amendments in this ASU, provides optional guidance for a limited time to ease the impact of the reference rate reform on financial reporting. The amendments, which are elective, provide expedients to contract modifications, affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or other reference rate that is expected to be discontinued due to reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt these provisions when LIBOR is discontinued, and does not expect adoption to have a material impact on its consolidated financial statements.

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REVENUES

9 Months Ended

Sep. 30, 2021

REVENUES

REVENUES

3.    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 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 operating segments, see Note 7.

RPC contracts with its customers to provide the following services by reportable segment:

Technical Services

●Includes pressure pumping, downhole tools services, coiled tubing, nitrogen, snubbing and other oilfield related services including wireline, well control, fishing and pump down services.

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 oilfield pipe inspection services, pipe management and pipe storage; well control training and consulting.

Our contracts with customers are generally very short-term in nature and generally consist of a single performance obligation – the provision of oilfield services.

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 generally occurs between 30 to 60 days after invoicing. As the Company enters into contracts with its customers, it generally expects there to be no significant timing difference between the date the services are provided to the customer (satisfaction of the performance obligation) and the date cash consideration is received. Accordingly, there is no financing component to our arrangements with customers.

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.

Disaggregation of revenues:

See Note 7 for disaggregation of revenue by operating segment and services offered in each of them and by geographic regions.

Timing of revenue recognition for each of the periods presented is shown below:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Oilfield services transferred at a point in time	$	—	$	—	$	—	$	—
Oilfield services transferred over time		225,310		116,588		596,677		449,665
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665

Contract balances:

Contract assets representing the Company’s rights to consideration for work completed but not billed are included in accounts receivable, net on the consolidated balance sheets are shown below:

	September 30,		December 31,
(in thousands)	2021		2020
Unbilled trade receivables	$	52,710	$	29,574

Substantially all of the unbilled trade receivables disclosed were or are expected to be invoiced during the following quarter.

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IMPAIRMENT AND OTHER CHARGES

9 Months Ended

Sep. 30, 2021

IMPAIRMENT AND OTHER CHARGES

IMPAIRMENT AND OTHER CHARGES

4.    IMPAIRMENT AND OTHER CHARGES

The Company recorded the following pre-tax charges during the three and nine months ended September 30, 2021 and 2020 which are reflected in “Impairment and other charges” in the consolidated statements of operations:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Long Lived Asset Impairments (1)	$	—	$	—	$	—	$	204,765
Severance Costs		—		—		—		1,882
Other (2)		—		—		—		528
Total	$	—	$	—	$	—	$	207,175

^(1).     Relates solely to the Technical Services segment and primarily includes pressure pumping and coiled tubing assets.

^(2).     Includes interest costs related to leased assets that were impaired in the third and fourth quarter of 2019 and additional costs related to abandoned assets.

See Note 7 for details of impairment and other charges by segment.

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2021

EARNINGS PER SHARE

EARNINGS PER SHARE

5.    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 sets forth the restricted shares of common stock (participating securities) outstanding and a reconciliation of outstanding weighted average shares:

	Three months ended				Nine months ended
	September 30				September 30
(In thousands)	2021		2020		2021		2020
Net income (loss) available for stockholders:	$	5,266	$	(16,437)	$	(5,122)	$	(201,953)
Less: Adjustments for earnings attributable to participating securities		(41)		—		—		—
Net income (loss) used in calculating earnings per share	$	5,225	$	(16,437)	$	(5,122)	$	(201,953)
Weighted average shares outstanding (including participating securities)		215,677		215,083		215,648		215,088
Adjustment for participating securities		(2,649)		(2,539)		(2,665)		(2,697)
Shares used in calculating basic and diluted earnings per share		213,028		212,544		212,983		212,391

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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2021

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

6.    STOCK-BASED COMPENSATION

In April 2014, the Company reserved 8,000,000 shares of common stock under the 2014 Stock Incentive Plan with a term of 10 years expiring in April 2024. This plan provides for the issuance of various forms of stock incentives, including, among others incentive and non-qualified stock options and restricted shares. As of September 30, 2021, there were 3,180,060 shares available for grant.

During the third quarter of 2020, the Company recorded $3.3 million of accelerated amortization of restricted stock related to the passing of R. Randall Rollins, RPC’s chairman.

Stock-based employee compensation expense was as follows for the periods indicated:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Pre-tax expense	$	1,471	$	5,207	$	4,481	$	9,321
After tax expense	$	1,103	$	3,419	$	3,360	$	6,525

Restricted Stock

The following is a summary of the changes in non-vested restricted shares for the nine months ended September 30, 2021:

		Weighted Average
	Shares	Grant-Date Fair Value
Non-vested shares at December 31, 2020	2,235,179	$	6.81
Granted	1,010,700		3.87
Vested	(434,208)		14.96
Forfeited	(177,980)		7.72
Non-vested shares at September 30, 2021	2,633,691	$	7.89

The total fair value of shares vested was $1,757,000 during the nine months ended September 30, 2021 and $3,452,000 during the nine months ended September 30, 2020. Excess tax benefits or deficits realized from tax compensation deductions in excess of, or lower than compensation expense are recorded as either a beneficial or detrimental discrete income tax adjustment. This was a detrimental adjustment of $1,164,000 for the nine months ended September 30, 2021 and a detrimental adjustment of $2,241,000 for the nine months ended September 30, 2020.

As of September 30, 2021, total unrecognized compensation cost related to non-vested restricted shares was $40,322,000 which is expected to be recognized over a weighted-average period of 4.1 years.

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BUSINESS SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2021

BUSINESS SEGMENT INFORMATION

BUSINESS SEGMENT INFORMATION

7.    BUSINESS SEGMENT INFORMATION

RPC’s reportable segments are the same as its operating segments. RPC manages its business under Technical Services and Support Services. Technical Services is comprised of service lines that generate revenue based on equipment, personnel or materials at the well site and are closely aligned with completion and production activities of the customers. Support Services is comprised of service lines which generate revenue from services and tools offered off the well site and are more closely aligned with the customers’ drilling activities. Selected overhead including centralized support services and regulatory compliance are classified as Corporate.

Technical Services consists primarily of pressure pumping, downhole tools, coiled tubing, snubbing, nitrogen, well control, wireline 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 and consulting services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels.

The Company’s Chief Operating Decision Maker (“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 outlined above.

Segment Revenues:

RPC’s operating segment revenues by major service lines are shown in the following table:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Technical Services:
Pressure Pumping	$	96,322	$	43,133	$	243,401	$	163,614
Downhole Tools		61,979		34,331		177,209		148,994
Coiled Tubing		26,733		12,407		61,900		37,619
Nitrogen		8,996		8,281		28,195		23,834
Snubbing		3,748		1,974		10,685		5,371
All other		14,064		9,152		39,212		38,079
Total Technical Services	$	211,842	$	109,278	$	560,602	$	417,511
Support Services:
Rental Tools	$	8,545	$	3,752	$	23,126	$	19,227
All other		4,923		3,558		12,949		12,927
Total Support Services	$	13,468	$	7,310	$	36,075	$	32,154
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665

The following summarizes revenues for the United States and separately for all international locations combined for the three and nine months ended September 30, 2021 and 2020. The revenues are presented based on the location of the use of the equipment or services. Assets related to international operations are less than 10 percent of RPC’s consolidated assets, and therefore are not presented.

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
United States revenues	$	217,711	$	110,823	$	572,170	$	421,323
International revenues		7,599		5,765		24,507		28,342
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665

The accounting policies of the reportable segments are the same as those referenced in Note 1 to these consolidated financial statements. RPC evaluates the performance of its segments based on revenues, operating profits and return on invested capital. Gains or losses on disposition of assets are reviewed by the CODM on a consolidated basis, and accordingly the Company does not report gains or losses at the segment level. Inter-segment 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.

Summarized financial information with respect RPC’s reportable segments for the three and nine months ended September 30, 2021 and 2020 are shown in the following table:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Revenues:
Technical Services	$	211,842	$	109,278	$	560,602	$	417,511
Support Services		13,468		7,310		36,075		32,154
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665
Operating income (loss):
Technical Services	$	8,272	$	(24,941)	$	3,938	$	(71,248)
Support Services		(55)		(3,840)		(5,353)		(4,139)
Corporate Expenses		(3,080)		(6,534)		(9,760)		(13,003)
Impairment and Other Charges (1)		—		—		—		(207,175)
Gain on disposition of assets, net		2,837		3,563		7,408		7,576
Total operating income (loss)	$	7,974	$	(31,752)	$	(3,767)	$	(287,989)
Interest expense		(1,280)		(73)		(1,763)		(257)
Interest income		15		29		47		431
Other income (expense), net		448		769		1,571		(1,020)
Income (loss) before income taxes	$	7,157	$	(31,027)	$	(3,912)	$	(288,835)

⁽¹⁾ Represents $541 related to Corporate and the remainder to Technical Services.

As of and for the nine months ended	Technical		Support
September 30, 2021	Services		Services		Corporate		Total
(in thousands)
Depreciation and amortization	$	46,341	$	7,232	$	202	$	53,775
Capital expenditures		38,794		5,436		695		44,925
Identifiable assets	$	556,385	$	74,135	$	196,120	$	826,640

As of and for the nine months ended	Technical		Support
September 30, 2020	Services		Services		Corporate		Total
(in thousands)
Depreciation and amortization	$	77,224	$	5,088	$	209	$	77,521
Capital expenditures		43,437		8,338		538		52,313
Identifiable assets	$	475,168	$	64,463	$	261,246	$	800,877

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CURRENT EXPECTED CREDIT LOSSES

9 Months Ended

Sep. 30, 2021

CURRENT EXPECTED CREDIT LOSSES

CURRENT EXPECTED CREDIT LOSSES

8.    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 credit loss allowance 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. Estimates used to determine the allowance for current expected credit losses are based on an assessment of anticipated payment and all other historical, current and future information that is reasonably available.

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:

Nine months ended September 30,	2021		2020
(in thousands)
Beginning balance	$	4,815	$	5,181
Provision (benefit) for current expected credit losses		3,848		(448)
Write-offs		(1,330)		(315)
Recoveries collected (net of expenses)		9		(8)
Ending balance	$	7,342	$	4,410

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INVENTORIES

9 Months Ended

Sep. 30, 2021

INVENTORIES

INVENTORIES

9.    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 first-in, first-out method or the weighted average cost method.

	September 30,		December 31,
	2021		2020
(in thousands)
Raw materials and supplies	$	78,298	$	81,278
Finished goods		1,583		1,640
Ending balance	$	79,881	$	82,918

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2021

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

10.     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 received a state tax notification of audit results related to sales and use tax on July 12, 2021. The Company and its outside legal counsel continue to evaluate the perceived merits of the tax assessment. The Company believes the likelihood of a material loss related to this contingency is remote and cannot be reasonably estimated at this time. Therefore, no loss has been recorded and the Company currently does not believe the resolution of this claim will have a material impact on its consolidated financial position, results of operations or cash flows.

During the quarter, the Company recorded an estimated liability of $4.5 million to reflect the resolution of a long-term contractual dispute with a vendor which is disclosed as part of accrued insurance expense on the consolidated balance sheet; $3.3 million of the total amount has been included in cost of revenues and the remainder in interest expense.

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EMPLOYEE BENEFIT PLAN

9 Months Ended

Sep. 30, 2021

EMPLOYEE BENEFIT PLAN

EMPLOYEE BENEFIT PLAN

11.    EMPLOYEE BENEFIT PLAN

The following represents the net periodic benefit cost and related components of the Company’s multiple employers Retirement Income Plan:

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2021		2020		2021		2020
Interest cost	$	247	$	411	$	741	$	1,234
Expected return on plan assets		(378)		(395)		(1,132)		(1,186)
Amortization of net losses		202		246		606		739
Net periodic benefit cost	$	71	$	262	$	215	$	787

The Company did not make a contribution to this plan during the nine months ended September 30, 2021 or September 30, 2020.

In October 2020, the Company amended the Retirement Income Plan to add a limited lump-sum payment window for vested terminated participants who had terminated employment before July 1, 2020 and for active employees who reached age 59 ½ by December 1, 2020, with a vested balance. The participants could elect to receive their vested balance immediately as a lump-sum or by initiating a monthly annuity payment. The lump-sum payment window offering ended during the fourth quarter of 2020 and plan assets were used to fund participant elections. The resulting non-cash settlement charges represent the accelerated recognition of actuarial losses reflected in Accumulated Other Comprehensive Income (Loss) (AOCI). A settlement loss of $4.7 million associated with the acceptance of these lump-sum payments was included as part of impairment and other charges during the fourth quarter of 2020.

The Company permits selected highly compensated employees to defer a portion of their compensation into the non-qualified Supplemental Retirement Plan (“SERP”). The Company maintains certain securities primarily in mutual funds and company-owned life insurance (“COLI”) policies as a funding source to satisfy the obligation of the SERP that have been classified as trading, and are stated at fair value totaling $31.6 million as of September 30, 2021 and $32.0 million as of December 31, 2020. Trading gains related to the SERP assets totaled approximately $407 thousand during the three months ended September 30, 2021, compared to trading gains of approximately $1.1 million during the three months ended September 30, 2020. Trading gains related to the SERP assets totaled approximately $2.5 million during the nine months ended September 30, 2021, compared to trading gains of approximately $178 thousand during the nine months ended September 30, 2020. The SERP assets are reported in non-current other assets on the consolidated balance sheets and changes in the fair value of these assets are reported in the consolidated statements of operations as compensation cost in selling, general and administrative expenses.

The SERP liabilities includes participant deferrals net of distributions and are stated at fair value of approximately $29.3 million as of September 30, 2021 and $29.7 million as of December 31, 2020. The SERP liabilities are reported on the consolidated balance sheets in long-term pension liabilities and any change in the fair value is recorded as compensation cost within selling, general and administrative expenses in the consolidated statements of operations. Changes in the fair value of the SERP liabilities represented unrealized gains of approximately $502 thousand during the three months ended September 30, 2021, compared to unrealized gains of approximately $1.2 million during the three months ended September 30, 2020. Changes in the fair value of the SERP liabilities represented unrealized gains of approximately $2.8 million during the nine months ended September 30, 2021, compared to unrealized gains of approximately $486 thousand during the nine months ended September 30, 2020.

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NOTES PAYABLE TO BANKS

9 Months Ended

Sep. 30, 2021

NOTES PAYABLE TO BANKS

NOTES PAYABLE TO BANKS

12.    NOTES PAYABLE TO BANKS

The Company has a revolving Credit Agreement with Bank of America and four other lenders which provides for a line of credit of up to $100 million, including a $35 million letter of credit subfacility, and a $35 million swingline subfacility. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. The revolving credit facility includes a full and unconditional guarantee by the Company's 100 percent 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 July 26, 2023.

During the third quarter of 2020, the Company entered into Amendment No. 5 to Credit Agreement (the “Amendment”). This Amendment (1) reduced the maximum amount available for borrowing under the credit facility from $125 million to $100 million, (2) decreased the minimum tangible net worth covenant level from not less than $600 million to not less than $400 million, and (3) increased the margin spreads and commitment fees payable by RPC by 37.5 and 5 basis points, respectively, at each pricing level of the applicable rate without any changes to the leverage ratios used to calculate such spreads.

The Credit Agreement includes the following covenants: (i) when RPC’s trailing four quarter EBITDA (as calculated under the Credit Agreement) is equal to or greater than $50 million, a maximum consolidated leverage ratio of 2.50:1.00 and a minimum debt service coverage ratio of 2.00:1.00, and (ii) when RPC’s trailing four quarter EBITDA is less than $50 million, a minimum tangible net worth of no less than $400 million.

As of September 30, 2021, the Company was in compliance with these covenants.

Revolving loans under the amended revolving credit facility bear interest at one of the following two rates at the Company’s election:

● the Eurodollar Rate, which is the rate per annum equal to the London Interbank Offering Rate (“LIBOR”); plus, a margin ranging from 1.5% to 2.5%, based on a quarterly consolidated leverage ratio calculation; or

● the Base Rate, which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) Bank of America’s publicly announced “prime rate,” and (c) the Eurodollar Rate plus 1.00%; in each case plus a margin that ranges from 0.5% to 1.5% based on a quarterly consolidated leverage ratio calculation.

In addition, the Company pays an annual fee ranging from 0.20% to 0.30%, based on a quarterly consolidated leverage ratio calculation, on the unused portion of the credit facility.

The Company has incurred total loan origination fees and other debt related costs associated with this revolving credit facility in the aggregate of approximately $3.4 million. These costs are being amortized to interest expense over the remaining term of the loan, and the remaining unamortized balance of $0.2 million at September 30, 2021 is classified as part of non-current other assets.

As of September 30, 2021, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $17.7 million; therefore, a total of $82.3 million of the facility was available. Interest incurred, which includes facility fees on the unused portion of the revolving credit facility and the amortization of loan cost, and interest paid on the credit facility were as follows for the periods indicated:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Interest incurred	$	86	$	20	$	192	$	173
Interest paid		42		40		124		120

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INCOME TAXES

9 Months Ended

Sep. 30, 2021

INCOME TAXES

INCOME TAXES

13.  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, as of the end of each successive interim period during the fiscal year to the Company’s current annual estimated tax rate.

For the three months ended September 30, 2021, the effective rate reflects a provision of 26.4 percent compared to a benefit of 47.0 percent for the comparable period in the prior year. For the nine months ended September 30, 2021, the effective rate reflects a provision of 30.9 percent compared to a benefit of 30.1 percent for the comparable period in the prior year. The effective tax rate is mainly related to the unfavorable permanent adjustments together with detrimental discrete adjustments related to restricted stock vesting and approximately $0.6 million related to the employee retention credit.

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FAIR VALUE DISCLOSURES

9 Months Ended

Sep. 30, 2021

FAIR VALUE DISCLOSURES

FAIR VALUE DISCLOSURES

14.  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 nine broad levels as follows:

1.Level 1 – Quoted market prices in active markets for identical assets or liabilities.

2.Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

3.Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use.

The following table summarizes the valuation of financial instruments measured at fair value on a recurring basis in the balance sheets as of September 30, 2021 and December 31, 2020:

			Fair Value Measurements at September 30, 2021 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	180	$	180	$	—	$	—
Investments measured at net asset value	$	31,591

			Fair Value Measurements at December 31, 2020 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	132	$	132	$	—	$	—
Investments measured at net asset value	$	32,039

The Company determines the fair value of equity securities that have a readily determinable fair value through quoted market prices. The total fair value is the final closing price, as defined by the exchange in which the asset is actively traded, on the last trading day of the period, multiplied by the number of units held without consideration of transaction costs. Marketable securities comprised of the SERP assets, are recorded primarily at their net cash surrender values, calculated using their net asset values, which approximates fair value, as provided by the issuing insurance or investment company. Significant observable inputs, in addition to quoted market prices, were used to value the trading securities. The Company’s policy is to recognize transfers between levels at the beginning of quarterly reporting periods. For the quarter ended September 30, 2021, there were no significant transfers in or out of levels 1, 2 or 3.

Under the Company’s revolving credit facility, there was no balance outstanding at September 30, 2021 and December 31, 2020. Borrowings under our revolving credit facility are typically based on the quote from the lender (level 2 inputs), which approximates fair value, and bear variable interest rates as described in Note 11. The Company is subject to interest rate risk 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.

The Company’s real estate classified as held for sale has been stated at fair value less costs. The fair value measurement was based on observable market data that includes estimated values per square foot involving comparable properties in similar locations.

The non-recurring fair value measurement of both these asset categories are reflected in the table below:

			Fair Value Measurements at September 30, 2021 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Assets held for sale	$	692	$	—	$	692	$	—

			Fair Value Measurements at December 31, 2020 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Assets held for sale	$	4,032	$	—	$	4,032	$	—

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ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

9 Months Ended

Sep. 30, 2021

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

15.  ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Accumulated other comprehensive (loss) income consists of the following (in thousands):

			Foreign
	Pension		Currency
	Adjustment		Translation		Total
Balance at December 31, 2020	$	(15,181)	$	(2,525)	$	(17,706)
Change during the period:
Before-tax amount		—		(34)		(34)
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		458		—		458
Total activity for the period		458		(34)		424
Balance at September 30, 2021	$	(14,723)	$	(2,559)	$	(17,282)

(1) Reported as part of selling, general and administrative expenses.

			Foreign
	Pension		Currency
	Adjustment		Translation		Total
Balance at December 31, 2019	$	(20,908)	$	(2,315)	$	(23,223)
Change during the period:
Before-tax amount		—		(423)		(423)
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		1,104		—		1,104
Total activity for the period		1,104		(423)		681
Balance at September 30, 2020	$	(19,804)	$	(2,738)	$	(22,542)

(1) Reported as part of selling, general and administrative expenses.

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LEASES:

9 Months Ended

Sep. 30, 2021

LEASES:

LEASES:

16.  LEASES:

During the third quarter of 2021, the Company entered into two Agreements (Agreement 1 and Agreement 2) for certain operating equipment rentals with an industrial manufacturer. Per the terms of Agreement 1, the equipment is being rented for one year and RPC is required to purchase the assets at the end of the lease term for the guaranteed purchase price less the monthly amounts paid during the year. As a result, the Company classified this arrangement as a finance lease and recorded the lease liability using its one year incremental borrowing rate. At the initiation of the lease, the Company recorded finance lease right-of-use assets and short –term finance lease liabilities of $21.7 million.

Per the terms of Agreement 2, certain operating equipment is being rented for one year with variable lease payments based on usage. The Company evaluated the terms of the terms of the contract and concluded that the arrangement contains a lease since it has the rights to obtain substantially all of the economic benefits and to direct the use of the operating equipment. In addition the Company has made an accounting policy election to account for this as a short-term lease and therefore not recognize a related right-of-use asset or lease liability.

Lease Costs (in thousands):

Finance lease costs are comprised of amortization of leased assets of $363 and interest on lease liabilities of $29.

Operating lease costs related to the lease described above total approximately $152.

Undiscounted cash flows (in thousands):

As of September 30, 2021, projected future lease payments on the finance lease total $21,675 scheduled to be paid as follows: $1,275 in 2021 and $20,400 in 2022, with amounts representing interest of $293 over the term of the lease.

Other information:

Weighted average remaining lease term – finance lease (months)	11	months
Weighted average discount rate – finance lease	1.682	%

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RECENT ACCOUNTING STANDARDS (Policies)

9 Months Ended

Sep. 30, 2021

RECENT ACCOUNTING STANDARDS

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards:

● Accounting Standards Update (ASU) No. 2019-12 — Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing the exceptions to the incremental approach for intra-period tax allocation in certain situations, requirement to recognize a deferred tax liability for a change in the status of a foreign investment, and the general methodology for computing income taxes in an interim period when year-to date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes with regard to franchise tax, evaluation of step up in the tax basis goodwill in certain business combinations, allocating current and deferred tax expense to legal entities that are not subject to tax and enacted change in tax laws or rates. The Company adopted these provisions in the first quarter of 2021 and the adoption did not have a material impact on its consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted:

● ASU No. 2020-04 — Reference Rate Reform (Topic 848): The amendments in this ASU, provides optional guidance for a limited time to ease the impact of the reference rate reform on financial reporting. The amendments, which are elective, provide expedients to contract modifications, affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or other reference rate that is expected to be discontinued due to reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022 and may be applied to contract modifications and hedging relationships from the beginning of an interim period that includes or is subsequent to March 12, 2020. The Company will adopt these provisions when LIBOR is discontinued, and does not expect adoption to have a material impact on its consolidated financial statements.

Revenues

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 consolidated statements of operations and therefore excluded from revenues.

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REVENUES (Tables)

9 Months Ended

Sep. 30, 2021

REVENUES

Schedule of disaggregation of revenues

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Oilfield services transferred at a point in time	$	—	$	—	$	—	$	—
Oilfield services transferred over time		225,310		116,588		596,677		449,665
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665

Schedule of contract assets included in accounts receivable

	September 30,		December 31,
(in thousands)	2021		2020
Unbilled trade receivables	$	52,710	$	29,574

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IMPAIRMENT AND OTHER CHARGES (Tables)

9 Months Ended

Sep. 30, 2021

IMPAIRMENT AND OTHER CHARGES

Schedule of impairment and other charges

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Long Lived Asset Impairments (1)	$	—	$	—	$	—	$	204,765
Severance Costs		—		—		—		1,882
Other (2)		—		—		—		528
Total	$	—	$	—	$	—	$	207,175

^(1).     Relates solely to the Technical Services segment and primarily includes pressure pumping and coiled tubing assets.

^(2).     Includes interest costs related to leased assets that were impaired in the third and fourth quarter of 2019 and additional costs related to abandoned assets.

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2021

EARNINGS PER SHARE

Schedule of reconciliation of weighted average shares outstanding

	Three months ended				Nine months ended
	September 30				September 30
(In thousands)	2021		2020		2021		2020
Net income (loss) available for stockholders:	$	5,266	$	(16,437)	$	(5,122)	$	(201,953)
Less: Adjustments for earnings attributable to participating securities		(41)		—		—		—
Net income (loss) used in calculating earnings per share	$	5,225	$	(16,437)	$	(5,122)	$	(201,953)
Weighted average shares outstanding (including participating securities)		215,677		215,083		215,648		215,088
Adjustment for participating securities		(2,649)		(2,539)		(2,665)		(2,697)
Shares used in calculating basic and diluted earnings per share		213,028		212,544		212,983		212,391

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STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2021

STOCK-BASED COMPENSATION

Schedule of stock-based employee compensation expense

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Pre-tax expense	$	1,471	$	5,207	$	4,481	$	9,321
After tax expense	$	1,103	$	3,419	$	3,360	$	6,525

Schedule of summary of the changes in non-vested restricted shares

The following is a summary of the changes in non-vested restricted shares for the nine months ended September 30, 2021:

		Weighted Average
	Shares	Grant-Date Fair Value
Non-vested shares at December 31, 2020	2,235,179	$	6.81
Granted	1,010,700		3.87
Vested	(434,208)		14.96
Forfeited	(177,980)		7.72
Non-vested shares at September 30, 2021	2,633,691	$	7.89

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BUSINESS SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2021

BUSINESS SEGMENT INFORMATION

Schedule of operating segment revenues by major service lines

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Technical Services:
Pressure Pumping	$	96,322	$	43,133	$	243,401	$	163,614
Downhole Tools		61,979		34,331		177,209		148,994
Coiled Tubing		26,733		12,407		61,900		37,619
Nitrogen		8,996		8,281		28,195		23,834
Snubbing		3,748		1,974		10,685		5,371
All other		14,064		9,152		39,212		38,079
Total Technical Services	$	211,842	$	109,278	$	560,602	$	417,511
Support Services:
Rental Tools	$	8,545	$	3,752	$	23,126	$	19,227
All other		4,923		3,558		12,949		12,927
Total Support Services	$	13,468	$	7,310	$	36,075	$	32,154
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665

Schedule of revenue by geographical location

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
United States revenues	$	217,711	$	110,823	$	572,170	$	421,323
International revenues		7,599		5,765		24,507		28,342
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665

Schedule of segment reporting information by segment

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Revenues:
Technical Services	$	211,842	$	109,278	$	560,602	$	417,511
Support Services		13,468		7,310		36,075		32,154
Total revenues	$	225,310	$	116,588	$	596,677	$	449,665
Operating income (loss):
Technical Services	$	8,272	$	(24,941)	$	3,938	$	(71,248)
Support Services		(55)		(3,840)		(5,353)		(4,139)
Corporate Expenses		(3,080)		(6,534)		(9,760)		(13,003)
Impairment and Other Charges (1)		—		—		—		(207,175)
Gain on disposition of assets, net		2,837		3,563		7,408		7,576
Total operating income (loss)	$	7,974	$	(31,752)	$	(3,767)	$	(287,989)
Interest expense		(1,280)		(73)		(1,763)		(257)
Interest income		15		29		47		431
Other income (expense), net		448		769		1,571		(1,020)
Income (loss) before income taxes	$	7,157	$	(31,027)	$	(3,912)	$	(288,835)

⁽¹⁾ Represents $541 related to Corporate and the remainder to Technical Services.

As of and for the nine months ended	Technical		Support
September 30, 2021	Services		Services		Corporate		Total
(in thousands)
Depreciation and amortization	$	46,341	$	7,232	$	202	$	53,775
Capital expenditures		38,794		5,436		695		44,925
Identifiable assets	$	556,385	$	74,135	$	196,120	$	826,640

As of and for the nine months ended	Technical		Support
September 30, 2020	Services		Services		Corporate		Total
(in thousands)
Depreciation and amortization	$	77,224	$	5,088	$	209	$	77,521
Capital expenditures		43,437		8,338		538		52,313
Identifiable assets	$	475,168	$	64,463	$	261,246	$	800,877

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CURRENT EXPECTED CREDIT LOSSES (Tables)

9 Months Ended

Sep. 30, 2021

CURRENT EXPECTED CREDIT LOSSES

Schedule of 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

Nine months ended September 30,	2021		2020
(in thousands)
Beginning balance	$	4,815	$	5,181
Provision (benefit) for current expected credit losses		3,848		(448)
Write-offs		(1,330)		(315)
Recoveries collected (net of expenses)		9		(8)
Ending balance	$	7,342	$	4,410

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INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2021

INVENTORIES

Schedule of inventory

	September 30,		December 31,
	2021		2020
(in thousands)
Raw materials and supplies	$	78,298	$	81,278
Finished goods		1,583		1,640
Ending balance	$	79,881	$	82,918

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EMPLOYEE BENEFIT PLAN (Tables)

9 Months Ended

Sep. 30, 2021

EMPLOYEE BENEFIT PLAN

Schedule of net periodic benefit cost

	Three months ended September 30,				Nine months ended September 30,
(in thousands)	2021		2020		2021		2020
Interest cost	$	247	$	411	$	741	$	1,234
Expected return on plan assets		(378)		(395)		(1,132)		(1,186)
Amortization of net losses		202		246		606		739
Net periodic benefit cost	$	71	$	262	$	215	$	787

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NOTES PAYABLE TO BANKS (Tables)

9 Months Ended

Sep. 30, 2021

NOTES PAYABLE TO BANKS

Schedule of interest incurred and paid on the credit facility, interest capitalized related to facilities and equipment under construction, and the related weighted average interest rates on long term debt

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2021		2020		2021		2020
Interest incurred	$	86	$	20	$	192	$	173
Interest paid		42		40		124		120

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FAIR VALUE DISCLOSURES (Tables)

9 Months Ended

Sep. 30, 2021

FAIR VALUE DISCLOSURES

Schedule of valuation of financial instruments measured at fair value on a recurring basis

			Fair Value Measurements at September 30, 2021 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	180	$	180	$	—	$	—
Investments measured at net asset value	$	31,591

			Fair Value Measurements at December 31, 2020 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Equity securities	$	132	$	132	$	—	$	—
Investments measured at net asset value	$	32,039

Schedule of valuation of financial instruments measured at fair value on a non-recurring basis

			Fair Value Measurements at September 30, 2021 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Assets held for sale	$	692	$	—	$	692	$	—

			Fair Value Measurements at December 31, 2020 with:
			Quoted prices in		Significant
			active markets		other		Significant
			for identical		observable		unobservable
(in thousands)	Total		assets		inputs		inputs
			(Level 1)		(Level 2)		(Level 3)
Assets:
Assets held for sale	$	4,032	$	—	$	4,032	$	—

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ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables)

9 Months Ended

Sep. 30, 2021

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Schedule of accumulated other comprehensive (loss) income

Accumulated other comprehensive (loss) income consists of the following (in thousands):

			Foreign
	Pension		Currency
	Adjustment		Translation		Total
Balance at December 31, 2020	$	(15,181)	$	(2,525)	$	(17,706)
Change during the period:
Before-tax amount		—		(34)		(34)
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		458		—		458
Total activity for the period		458		(34)		424
Balance at September 30, 2021	$	(14,723)	$	(2,559)	$	(17,282)

(1) Reported as part of selling, general and administrative expenses.

			Foreign
	Pension		Currency
	Adjustment		Translation		Total
Balance at December 31, 2019	$	(20,908)	$	(2,315)	$	(23,223)
Change during the period:
Before-tax amount		—		(423)		(423)
Reclassification adjustment, net of taxes:
Amortization of net loss (1)		1,104		—		1,104
Total activity for the period		1,104		(423)		681
Balance at September 30, 2020	$	(19,804)	$	(2,738)	$	(22,542)

(1) Reported as part of selling, general and administrative expenses.

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LEASES: (Tables)

9 Months Ended

Sep. 30, 2021

LEASES:

Schedule of other information of leases

Weighted average remaining lease term – finance lease (months)	11	months
Weighted average discount rate – finance lease	1.682	%

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GENERAL - (Details)	9 Months Ended
	Sep. 30, 2021
Chairman of the Board and Director
Ownership control
Voting power (in percent)	50.00%

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REVENUES - Payment Terms (Details)	9 Months Ended
	Sep. 30, 2021
Minimum
Revenue satisfaction period	30 days
Maximum
Revenue satisfaction period	60 days

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REVENUES - Disaggregation of revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of revenue:
Total revenues	$ 225,310	$ 116,588	$ 596,677	$ 449,665
Oilfield services transferred at a point in time
Disaggregation of revenue:
Total revenues	0	0	0	0
Oilfield services transferred over time
Disaggregation of revenue:
Total revenues	$ 225,310	$ 116,588	$ 596,677	$ 449,665

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REVENUES - Contract balances (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accounts receivable
Disaggregation of revenue:
Unbilled trade receivables	$ 52,710	$ 29,574

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IMPAIRMENT AND OTHER CHARGES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
IMPAIRMENT AND OTHER CHARGES
Long Lived Asset Impairments (1)	$ 0	$ 0	$ 0	$ 204,765
Severance costs	0	0	0	1,882
Other (2)	0	0	0	528
Total	$ 0	$ 0	$ 0	$ 207,175

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EARNINGS PER SHARE - (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
EARNINGS PER SHARE
Net income (loss) available for stockholders:	$ 5,266	$ (726)	$ (9,662)	$ (16,437)	$ (25,093)	$ (160,423)	$ (5,122)	$ (201,953)
Less: Adjustments for earnings attributable to participating securities	(41)			0				0
Net income (loss) used in calculating earnings per share	$ 5,225			$ (16,437)			$ (5,122)	$ (201,953)
Weighted average shares outstanding (including participating securities)	215,677			215,083			215,648	215,088
Adjustment for participating securities	(2,649)			(2,539)			(2,665)	(2,697)
Shares used in calculating basic earnings per share	213,028			212,544			212,983	212,391

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STOCK-BASED COMPENSATION (Details) - USD ($) $ in Millions	1 Months Ended
	Apr. 30, 2014	Sep. 30, 2021	Sep. 30, 2020
Stock-based compensation
Stock authorized (in shares)	8,000,000
Term (in years)	10 years
Available for grant (in shares)		3,180,060
Restricted Shares
Stock-based compensation
Accumulated amortization of restricted stock			$ 3.3

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STOCK-BASED COMPENSATION - Compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
STOCK-BASED COMPENSATION
Pre-tax expense	$ 1,471	$ 5,207	$ 4,481	$ 9,321
After tax expense	$ 1,103	$ 3,419	$ 3,360	$ 6,525

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STOCK-BASED COMPENSATION - Non-vested RSU's (Details) - Restricted Shares	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Shares
Non-vested shares at Beginning | shares	2,235,179
Granted | shares	1,010,700
Vested | shares	(434,208)
Forfeited | shares	(177,980)
Non-vested shares at Ending | shares	2,633,691
Weighted Average Grant-Date Fair Value
Non-vested shares at Beginning | $ / shares	$ 6.81
Granted | $ / shares	3.87
Vested | $ / shares	14.96
Forfeited | $ / shares	7.72
Non-vested shares at Ending | $ / shares	$ 7.89

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STOCK-BASED COMPENSATION - Other Information (Details) - Restricted Shares - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Stock-based compensation
Fair value, shares vested	$ 1,757,000	$ 3,452,000
Tax (expense) benefits for compensation tax deductions in excess of compensation expense	1,164,000	$ 2,241,000
Unrecognized compensation cost related to non-vested restricted shares	$ 40,322,000
Unrecognized compensation cost related to non-vested restricted shares recognized period	4 years 1 month 6 days

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BUSINESS SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Segment information:
Total revenues	$ 225,310	$ 116,588	$ 596,677	$ 449,665
Technical Services
Segment information:
Total revenues	211,842	109,278	560,602	417,511
Technical Services | Pressure Pumping
Segment information:
Total revenues	96,322	43,133	243,401	163,614
Technical Services | Downhole Tools
Segment information:
Total revenues	61,979	34,331	177,209	148,994
Technical Services | Coiled Tubing
Segment information:
Total revenues	26,733	12,407	61,900	37,619
Technical Services | Nitrogen
Segment information:
Total revenues	8,996	8,281	28,195	23,834
Technical Services | Snubbing
Segment information:
Total revenues	3,748	1,974	10,685	5,371
Technical Services | All other
Segment information:
Total revenues	14,064	9,152	39,212	38,079
Support Services
Segment information:
Total revenues	13,468	7,310	36,075	32,154
Support Services | Rental Tools
Segment information:
Total revenues	8,545	3,752	23,126	19,227
Support Services | All other
Segment information:
Total revenues	$ 4,923	$ 3,558	$ 12,949	$ 12,927

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BUSINESS SEGMENT INFORMATION - Geographic (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Segment information:
Total revenues	$ 225,310	$ 116,588	$ 596,677	$ 449,665
United States
Segment information:
Total revenues	217,711	110,823	572,170	421,323
International
Segment information:
Total revenues	$ 7,599	$ 5,765	$ 24,507	$ 28,342

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BUSINESS SEGMENT INFORMATION - Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenues:
Revenues	$ 225,310	$ 116,588	$ 596,677	$ 449,665
Operating income (loss):
Operating income (loss)	7,974	(31,752)	(3,767)	(287,989)
Impairment and Other Charges (1)	0	0	0	(207,175)
Gain on disposition of assets, net	2,837	3,563	7,408	7,576
Interest expense	1,280	73	1,763	257
Interest income	15	29	47	431
Other income (expense), net	448	769	1,571	(1,020)
Income (loss) before income taxes	7,157	(31,027)	(3,912)	(288,835)
Depreciation and amortization	18,106	18,655	53,775	77,521
Capital expenditures			44,925	52,313
Identifiable assets	826,640	800,877	826,640	800,877
Technical Services
Revenues:
Revenues	211,842	109,278	560,602	417,511
Operating income (loss):
Operating income (loss)	8,272	(24,941)	3,938	(71,248)
Depreciation and amortization			46,341	77,224
Capital expenditures			38,794	43,437
Identifiable assets	556,385	475,168	556,385	475,168
Support Services
Revenues:
Revenues	13,468	7,310	36,075	32,154
Operating income (loss):
Operating income (loss)	(55)	(3,840)	(5,353)	(4,139)
Depreciation and amortization			7,232	5,088
Capital expenditures			5,436	8,338
Identifiable assets	74,135	64,463	74,135	64,463
Corporate
Operating income (loss):
Operating income (loss)	(3,080)	(6,534)	(9,760)	(13,003)
Impairment and Other Charges (1)	541
Depreciation and amortization			202	209
Capital expenditures			695	538
Identifiable assets	$ 196,120	$ 261,246	$ 196,120	$ 261,246

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CURRENT EXPECTED CREDIT LOSSES (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Allowance for doubtful accounts rollforward
Beginning balance	$ 4,815	$ 5,181
Provision (benefit) for current expected credit losses	3,848	(448)
Write-offs	(1,330)	(315)
Recoveries collected (net of expenses)	9	8
Ending balance	$ 7,342	$ 4,410

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INVENTORIES (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
INVENTORIES
Raw materials and supplies	$ 78,298	$ 81,278
Finished goods	1,583	1,640
Ending balance	$ 79,881	$ 82,918

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COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	3 Months Ended
	Sep. 30, 2021 USD ($)
COMMITMENTS AND CONTINGENCIES
Estimated liability included in balance sheet	$ 4.5
Estimated liability included in income statement	$ 3.3

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EMPLOYEE BENEFIT PLAN - Components of net periodic benefit cost (Details) - Retirement Income Plan - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Defined Benefit Plan Disclosure [Line Items]
Interest cost	$ 247	$ 411	$ 741	$ 1,234
Expected return on plan assets	(378)	(395)	(1,132)	(1,186)
Amortization of net losses	202	246	606	739
Net periodic benefit cost	$ 71	$ 262	$ 215	$ 787

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EMPLOYEE BENEFIT PLAN - SERP (Details) - USD ($)	1 Months Ended	3 Months Ended			9 Months Ended
	Oct. 31, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Defined Benefit Plan Disclosure [Line Items]
Employer contribution					$ 0	$ 0
Settlement loss			$ (4,700,000)
Unrealized gain/loss due to change in fair value of SERP liabilities		$ (152,000)		$ (186,000)	(458,000)	(1,104,000)
Non-qualified Supplemental Retirement Plan ("SERP")
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets		31,600,000	32,000,000.0		31,600,000
Trading gains (losses), net		407,000		1,100,000	2,500,000	178,000
SERP Liabilities		29,300,000	$ 29,700,000		29,300,000
Unrealized gain/loss due to change in fair value of SERP liabilities		$ 502,000		$ 1,200,000	$ 2,800,000	$ (486,000)
Retirement Income Plan
Defined Benefit Plan Disclosure [Line Items]
Vested balance age	59 years 6 months

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NOTES PAYABLE TO BANKS - Interest incurred (Details) - Revolving credit facility - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revolving credit facility
Interest incurred	$ 86	$ 20	$ 192	$ 173
Interest paid	$ 42	$ 40	$ 124	$ 120

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NOTES PAYABLE TO BANKS - Credit Facility (Details) $ in Thousands			9 Months Ended
	Sep. 25, 2020 USD ($)	Jul. 26, 2018 USD ($)	Sep. 30, 2021 USD ($) Lender	Sep. 24, 2020 USD ($)
Revolving credit facility
Minimum net worth covenant	$ 400,000			$ 600,000
Basis points added	37.50%
Amendment
Revolving credit facility
Minimum EBITDA		$ 50,000
Maximum consolidated leverage ratio		2.50%
Minimum debt service coverage ratio		2.00%
Revolving credit facility
Revolving credit facility
Number of additional credit lenders | Lender			4
Maximum borrowing capacity	$ 100,000		$ 100,000	$ 125,000
Origination and other costs			3,400
Unamortized origination and other costs			200
Outstanding debt			0
Available credit facility			$ 82,300
Revolving credit facility | Minimum
Revolving credit facility
Annual fee (as a percent)			0.20%
Revolving credit facility | Maximum
Revolving credit facility
Annual fee (as a percent)			0.30%
Revolving credit facility | Amendment
Revolving credit facility
Reduction in commitment fees (in points)	5.00%
Revolving credit facility | Amendment | Eurodollar Rate | LIBOR | Minimum
Revolving credit facility
Basis points added			1.50%
Revolving credit facility | Amendment | Eurodollar Rate | LIBOR | Maximum
Revolving credit facility
Basis points added			2.50%
Revolving credit facility | Amendment | Base Rate | Minimum
Revolving credit facility
Basis points added			0.50%
Revolving credit facility | Amendment | Base Rate | Maximum
Revolving credit facility
Basis points added			1.50%
Revolving credit facility | Amendment | Base Rate | Federal Funds Rate
Revolving credit facility
Basis points added			0.50%
Revolving credit facility | Amendment | Base Rate | Eurodollar rate
Revolving credit facility
Basis points added			1.00%
Revolving credit facility | Letter of credit
Revolving credit facility
Maximum borrowing capacity		$ 50,000	$ 35,000
Outstanding debt			17,700
Revolving credit facility | Letter of credit | Amendment
Revolving credit facility
Maximum borrowing capacity		$ 400,000
Revolving credit facility | Swingline
Revolving credit facility
Maximum borrowing capacity			$ 35,000

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INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
INCOME TAXES
Effective tax rate (as a percent)	26.40%	47.00%	30.90%	30.10%
Discrete adjustment related to employee retention credit			$ 0.6

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FAIR VALUE DISCLOSURES - Financial instruments measured at fair value on recurring basis (Details) - Fair value on a recurring basis - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Assets:
Equity securities	$ 180	$ 132
Investments measured at net asset value - trading securities	31,591	32,039
Level 1
Assets:
Equity securities	$ 180	$ 132

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FAIR VALUE DISCLOSURES - Financial instruments measured at fair value on non-recurring basis (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Assets:
Assets held for sale	$ 692	$ 4,032
Fair value on a non-recurring basis
Assets:
Assets held for sale	692	4,032
Fair value on a non-recurring basis | Level 2
Assets:
Assets held for sale	$ 692	$ 4,032

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ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
AOCI rollforward
Balance	$ (17,706)	$ (23,223)
Change during the period:
Before-tax amount	(34)	(423)
Reclassification adjustment, net of taxes:
Amortization of net loss	458	1,104
Total activity for the period	424	681
Balance	(17,282)	(22,542)
Pension Adjustment
AOCI rollforward
Balance	(15,181)	(20,908)
Reclassification adjustment, net of taxes:
Amortization of net loss	458	1,104
Total activity for the period	458	1,104
Balance	(14,723)	(19,804)
Foreign Currency Translation
AOCI rollforward
Balance	(2,525)	(2,315)
Change during the period:
Before-tax amount	(34)	(423)
Reclassification adjustment, net of taxes:
Total activity for the period	(34)	(423)
Balance	$ (2,559)	$ (2,738)

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LEASES: - Other Information (Details)	Sep. 30, 2021
LEASES:
Weighted average remaining lease term - finance lease (months)	11 months
Weighted average discount rate - finance lease	1.682%

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LEASES: - Additional Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
LEASES:
Lease term	1 year
Finance lease right of use assets and short term lease liabilities	$ 21,700
Short term finance lease liabilities	21,382
Amortization of leased assets	363
Interest on lease liabilities	29
Operating lease cost	152
Projected future lease payments	21,675
2021	1,275
2022	20,400
Finance lease interest over the term of lease	$ 293