# RPC Inc: Form 10-Q for the period ended Mar 31, 2025

- Company: [RPC Inc](/companies/res.md) (CIK 742278)
- Form: 10-Q
- Filed: 2025-04-24
- Accepted by EDGAR: Apr 24, 2025, 15:28 ET
- Period: 2025-03-31
- Accession: 0001558370-25-005397
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/742278/000155837025005397/res-20250331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/742278/000155837025005397/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $332.9m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Cost of revenue | 3 months, 2025-01-01 to 2025-03-31 | $243.9m | us-gaap:CostOfGoodsAndServicesSold |
| Selling, general and administrative | 3 months, 2025-01-01 to 2025-03-31 | $42.5m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $12.4m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-01-01 to 2025-03-31 | $131.0k | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $4.5m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $12.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.06 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.06 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 211,922,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $39.9m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $32.3m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2025-01-01 to 2025-03-31 | $8.7m | us-gaap:PaymentsOfDividends |
| Share repurchases | 3 months, 2025-01-01 to 2025-03-31 | $2.9m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-03-31 | $326.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $704.0m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $1.35bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $142.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $264.3m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-03-31 | $1.08bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 38,970 characters.

### 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 28.

RPC, Inc. (RPC or the Company) provides a broad range of specialized oilfield services primarily to independent and major Oilfield companies engaged in exploration, production and development of oil and gas properties throughout the United States, including the Gulf of America, mid-continent, southwest, Rocky Mountain and Appalachian regions, and in selected international locations. The Company’s revenues and profits are generated by providing equipment and services to customers who operate oil and gas properties and invest capital to drill new wells and enhance production or perform maintenance on existing wells. We continuously monitor factors that impact current and expected customer activity levels, such as the prices of oil and natural gas, changes in pricing for our services and equipment, and utilization of our equipment and personnel. Our financial results are affected by geopolitical factors such as political instability in the petroleum-producing regions of the world, the actions of the OPEC oil cartel, overall economic conditions and weather in the United States, the prices of oil and natural gas, other shifting trends in our industry, and our customers’ drilling and production activities.

The discussion of our key business and financial strategies set forth under the Overview section in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024, is incorporated herein by reference.

During the first quarter of 2025, total revenues of $332.9 million decreased by $45.0 million or 11.9% compared to the same period in the prior year.

Operating profit was $12.4 million for the three months ended March 31, 2025, compared to $32.3 million during the same period of 2024.

Net income for the three months ended March 31, 2025, was $12.0 million or $0.06 diluted earnings per share compared to net income of $27.5 million, or $0.13 diluted earnings per share in the same period of 2024.

Net cash provided by operating activities decreased to $39.9 million for the three months ended March 31, 2025, compared to $56.6 million in the same period of 2024 primarily due to a decrease in net income.

As of March 31, 2025, there were no outstanding borrowings under our credit facility.

### How We Evaluate Our Operations

We use Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDA margin and Free cash flow, all non-GAAP measures, to evaluate and analyze the financial performance of our businesses.

We believe that EBITDA and EBITDA margin are important indicators of our performance and free cash flow is an important indicator of our financial condition and liquidity. EBITDA margin reflects EBITDA as a percentage of revenues. Management believes that EBITDA and EBITDA margin enable investors to compare the operating performance of our core business consistently over various time periods without regard to changes in our capital structure. Management believes that free cash flow, which measures our ability to generate needed cash from business operations, is an important financial measure for evaluating RPC’s financial condition and liquidity. Our definition of Free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, since the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions.

EBITDA and EBITDA margin have limitations as analytical tools and should not be considered as an alternative to net income/(loss), operating income/(loss), and related margins, or any other measure of financial performance presented in accordance with accounting principles generally accepted in the United States of America (GAAP). Similarly, free cash flow should be considered in addition to, rather than as a substitute for, GAAP presentation of net cash provided by operating, investing and financing activities, as a measure of our financial condition and liquidity.

See Non-GAAP Financial Measures below for a reconciliation of EBITDA to net income, and EBITDA margin to net income margin, the most directly comparable financial measure calculated and presented in accordance with GAAP, and a reconciliation of free cash flow to operating cash flow, the most directly comparable financial measure calculated and presented in accordance with GAAP.

### Results of Operations

*(in thousands, except for percentages)*

| ​ ​ ​ ​ Revenues by business segment: | ​ ​ ​ ​ ​ | ​ ​ Three months ended March 31, 2025 ​ ​ ​ ​ | ​ ​ ​ | ​ ​ 2024 ​ ​ ​ ​ |
| --- | --- | --- | --- | --- |
| Technical | **​** | **$311,844** | ​ | $356,394 |
| Support | **​** | **​** **21,033** | ​ | ​ 21,439 |
| Total revenue | ​ | ​ **332,877** | ​ | ​ 377,833 |
| ​ | ​ | ​ **​** | ​ | ​ ​ |
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | ​ | ​ **243,895** | ​ | ​ 276,609 |
| Selling, general and administrative expenses | ​ | ​ **42,499** | ​ | ​ 40,085 |
| Depreciation and amortization | ​ | ​ **35,623** | ​ | ​ 30,004 |
| Gain on disposition of assets | ​ | ​ **(1,526)** | ​ | ​ (1,214) |
| Other income, net | ​ | ​ **(885)** | ​ | ​ (767) |
| Interest expense | ​ | ​ **131** | ​ | ​ 234 |
| Interest income | ​ | ​ **(3,395)** | ​ | ​ (2,965) |
| Income tax provision | ​ | ​ **4,505** | ​ | ​ 8,380 |
| Net income | ​ | **$12,030** | ​ | $27,467 |
| ​ | **​** | **​** **​** | ​ | ​ ​ |
| Net income margin | **​** | **​** **3.6%** | ​ | ​ 7.3% |
| Net cash provided by operating activities | **​** | **$39,865** | ​ | $56,559 |
| ​ | **​** | **​** **​** | ​ | ​ ​ |
| Non-GAAP Financial Measures | **​** | **​** **​** | ​ | ​ ​ |
| EBITDA | **​** | **$48,894** | ​ | $63,120 |
| EBITDA margin | **​** | **​** **14.7%** | ​ | ​ 16.7% |
| Free cash flow | ​ | **$7,595** | ​ | $3,781 |

#### THREE MONTHS ENDED MARCH 31, 2025 COMPARED TO THREE MONTHS ENDED MARCH 31, 2024

*Revenues.* Revenues of $332.9 million for the three months ended March 31, 2025, decreased 11.9% compared to the three months ended March 31, 2024. The decrease in revenues was primarily due to lower pressure pumping activity levels compared to the prior year. Pressure pumping remains highly competitive. Management believes the industry continues to be over-supplied and efficiency gains are consistently adding pump hour capacity to the industry. These challenges, as well as a declining rig count, have resulted in activity, asset utilization, and pricing trending lower. International revenues represented 2.4% of total revenues in the first quarter of 2025 compared to 2.6% in the same period of the prior year. We believe that international revenues will continue to be less than 10% of RPC’s consolidated revenues in the foreseeable future.

During the first quarter of 2025, the average price of oil was 1.9% higher and the average price of natural gas was 70.4% higher, both as compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the three months ended March 31, 2025, was 6.5% lower than in the same period in 2024.

The Technical Services segment revenues for the first quarter of 2025 decreased by 12.5% compared to the same period of the prior year due primarily to a decrease in Pressure Pumping revenues. Technical Services reported operating income of $14.0 million during the first quarter of 2025 compared to operating income of $32.0 million in the first quarter of 2024. The decrease in Technical Services operating income was primarily due to lower pricing in pressure pumping and several other service lines. Support Services segment revenues for the first quarter of 2025 decreased by 1.9% compared to the same period in the prior year, primarily due to lower activity levels within rental tools. Support Services reported operating income of $2.7 million for the first quarter of 2025 compared to operating income of $3.6 million for the first quarter of 2024. First quarter 2025 Support Services operating profit decreased by $900 thousand compared to the first quarter of the prior year due to lower activity levels and lower revenues over costs that are relatively fixed during the short term.

*Cost of revenues.* Cost of revenues decreased 11.8% to $243.9 million for the three months ended March 31, 2025, compared to $276.6 million for the three months ended March 31, 2024. Cost of revenues decreased in line with revenues primarily due to a decrease in expenses consistent with lower activity levels, such as materials and supplies, fleet and transportation and maintenance and repairs expenses. In accordance with Staff Accounting Bulletin (SAB) Topic 11.B, cost of revenues presented on the Consolidated Statements of Operations excludes depreciation and amortization totaling $32.4 million for the first quarter of 2025 compared to $27.3 million for the first quarter of 2024.

*Selling, general and administrative expenses.* Selling, general and administrative expenses increased to $42.5 million for the three months ended March 31, 2025, compared to $40.1 million for the three months ended March 31, 2024, primarily due to ERP system implementation costs.

*Depreciation and amortization.* Depreciation and amortization increased 18.7% to $35.6 million for the three months ended March 31, 2025, compared to $30.0 million for the three months ended March 31, 2024. Depreciation and amortization increased due to capital expenditures in the past year, including the addition of a Tier 4 duel-fuel pressure pumping fleet that went into service during the second quarter of 2024.

*Gain on disposition of assets, net.* Gain on disposition of assets, net was $1.5 million for the three months ended March 31, 2025, compared to $1.2 for the three months ended March 31, 2024. 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 $885 thousand for the three months ended March 31, 2025, compared to $767 thousand for the same period in the prior year.

*Interest expense and interest income.* Interest expense decreased to $131 thousand for the three months ended March 31, 2025, compared to $234 thousand for the three months ended March 31, 2024. Interest expense includes facility fees on the unused portion of the credit facility and the amortization of loan costs. Interest income increased to $3.4 million compared to $3.0 million in the prior year due to a slightly higher average cash balance.

*Income tax provision.* Income tax provision was $4.5 million during the three months ended March 31, 2025 compared to $8.4 million tax provision for the same period in 2024. The effective tax rate was 27.2%for the three months ended March 31, 2025 compared to a 23.4% effective tax rate for the three months ended March 31, 2024. The increase in effective tax rate is primarily due to a stronger impact of detrimental permanent and discrete adjustments on a decreased pretax income.

*Net income, net income margin and diluted earnings per share*. Net income was $12.0 million during the three months ended March 31, 2025, or $0.06 diluted earnings per share, compared to net income of $27.5 million during the three months ended March 31, 2024, or $0.13 diluted earnings per share. Net income margin was 3.6% for the three months ended March 31, 2025, compared to 7.3% for the same period in the prior year.

*EBITDA and EBITDA margin.* EBITDA was $48.9 million, and EBITDA margin was 14.7% for the three months ended March 31, 2025 compared to $63.1 million and 16.7% for the same period in the prior year. The decline was primarily due to lower revenues, associated negative operating leverage and fixed cost absorption.

*Cash provided by operating activities and Free cash flow.* Cash provided by operating activities decreased to $39.9 million for the three months ended March 31, 2025, from $56.6 million for the three months ended March 31, 2024. Free cash flow increased to $7.6 million for the three months ended March 31, 2025, from $3.8 million for the three months ended March 31, 2024, primarily due to lower capital expenditures, partially offset by a decrease in cash provided by operating activities, driven by lower net income.

### Non-GAAP Financial Measures

#### Reconciliation of GAAP and non-GAAP Financial Measures

Disclosed above are non-GAAP financial measures of EBITDA, EBITDA margin, and free cash flow. These measures should not be considered in isolation or as a substitute for performance or liquidity measures prepared in accordance with GAAP.

A non-GAAP financial measure is a numerical measure of financial performance, financial position, or cash flows that either 1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations, balance sheet or statement of cash flows, or 2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.

Set forth below are reconciliations of these non-GAAP measures with their most directly comparable GAAP measures.

*(Unaudited)*

| ​ ​ | ​ ​ ​ | ​ ​ Three months ended March 31, | ​ ​ | ​ ​ March 31, |
| --- | --- | --- | --- | --- |
| (In thousands) |  | **2025** | **0** | 2024 |
| **Reconciliation of Net Income to EBITDA** |  | ​ | ​ | ​ |
| Net income | **​** | **$12,030** | **​** | $27,467 |
| Adjustments: | ​ | ​ ​ | ​ | ​ ​ |
| Add: Income tax provision | **​** | **4,505** | **​** | 8,380 |
| Add: Interest expense | **​** | **131** | **​** | 234 |
| Add: Depreciation and amortization | **​** | **35,623** | **​** | 30,004 |
| Less: Interest income | **​** | **3,395** | **​** | 2,965 |
| EBITDA | **​** | **$48,894** | **​** | $63,120 |
| ​ | **​** | **​** **​** | **​** | ​ ​ |
| Revenues | **​** | **$332,877** | **​** | $377,833 |
| ​ | **​** | **​** **​** | **​** | **​** ​ |
| Net income margin | **​** | **​** **3.6%** | **​** | **​** 7.3% |
| ​ | **​** | **​** **​** | **​** | **​** ​ |
| EBITDA margin | **​** | **​** **14.7%** | **​** | **​** 16.7% |

*(Unaudited)*

*(In thousands)*

| ​ Reconciliation of Operating Cash Flow to Free Cash Flow | ​ ​ | ​ ​ Three Months Ended March 31, 2025 ​ | ​ | ​ ​ 2024 ​ |
| --- | --- | ---: | --- | ---: |
| Net cash provided by operating activities | **​** | **$39,865** | ​ | $56,559 |
| Capital expenditures | ​ | ​ **(32,270)** | ​ | ​ (52,778) |
| Free cash flow | **​** | **$7,595** | ​ | $3,781 |

### Liquidity and Capital Resources

#### Cash Flows

The Company’s cash and cash equivalents increased $749 thousand to $326.7 million as of March 31, 2025, compared to cash and cash equivalents of $326.0 million as of December 31, 2024.

The following table sets forth the historical cash flows for the three months ended March 31, 2025 and 2024:

*(In thousands)*

| ​ ​ ​ | ​ ​ ​ | ​ ​ Three months ended March 31, 2025 ​ ​ | ​ ​ | ​ ​ 2024 ​ ​ |
| --- | --- | --- | --- | --- |
| Net cash provided by operating activities | **​** | **$39,865** | ​ | $56,559 |
| Net cash used for investing activities | **​** | **​** **(27,443)** | ​ | ​ (49,006) |
| Net cash used for financing activities | **​** | **​** **(11,673)** | ​ | ​ (18,664) |

Cash provided by operating activities for the three months ended March 31, 2025, decreased by $16.7 million compared to the three months ended March 31, 2024, primarily due to a decrease in net income, coupled with unfavorable changes in working capital. Change in working capital was a use of cash of $6.9 million in the three months ended March 31, 2025, compared to a $3.9 million use of cash in the same period last year. The most significant working capital related cash flows during the three months ended March 31, 2025, were a cash use of $44.0 million due to a decrease in unearned revenue due to the satisfaction of performance obligations that were associated with a customer cash prepayment we received in 2024, a $24.3 million cash source from a decrease in accounts receivable due to lower business activity levels compared to the prior year coupled with the timing of receipts. The changes in the other components were mainly due to the timing of payments and receipts.

Cash used for investing activities for the three months ended March 31, 2025, decreased by $21.6 million compared to the three months ended March 31, 2024, primarily due to a decrease in capital expenditures primarily related to the timing of new equipment deliveries and consistent with lower business activity levels. Capital expenditures were $32.3 million for the three months ended March 31, 2025, compared to $52.8 million for the three months ended March 31, 2024. In the prior year period, the Company was purchasing components of a new Tier 4 dual fuel pressure pumping fleet.

Cash used for financing activities for the three months ended March 31, 2025, decreased by $7.0 million compared to the three months ended March 31, 2024, primarily due to a decrease in repurchases of the Company’s common shares in the open market.

#### Financial Condition and Liquidity

The Company’s financial condition remains strong. We believe the liquidity provided by our existing cash and cash equivalents and our overall strong capitalization will provide sufficient liquidity to meet our requirements for at least the next twelve months. The Company’s decisions about the amount of cash to be used for investing and financing activities are influenced by our capital position, and the expected amount of cash to be provided by operations. RPC does not expect to utilize our revolving credit facility to meet these liquidity requirements in the near term.

The majority of our cash and cash equivalents are held at multiple financial institutions, each of which holds funds in excess of amounts insured by the Federal Deposit Insurance Corporation (FDIC). These financial institutions are among the largest in the United States and we believe are a safe place to hold our deposits.

The Company currently has a $100.0 million revolving credit facility that matures in June 2027. The facility contains customary terms and conditions, including restrictions on indebtedness, dividend payments, business combinations and other related items. The revolving credit facility includes a full and unconditional guarantee by the Company's 100% owned domestic subsidiaries whose assets equal substantially all of the consolidated assets of the Company and its subsidiaries. Certain of the Company’s minor subsidiaries are not guarantors. The Credit Agreement’s maturity date is June 22, 2027, and the interest rate is based on Term Secured Overnight Financing Rate (Term SOFR). In addition, the terms of the agreement have a 1.00% per annum floor for Base Rate borrowings and permits the issuance of letters of credit in currencies other than U.S. dollars. As of March 31, 2025, RPC had no outstanding borrowings under the revolving credit facility, and letters of credit outstanding relating to self-insurance programs and contract bids totaled $16.1 million; therefore, a total of $83.9 million of the facility was available. The Company is currently in compliance with the credit facility financial covenants. For additional information with respect to RPC’s facility, see the note titled Notes Payable to Banks of the Consolidated Financial Statements.

In addition, the Company filed a shelf registration statement on Form S-3 on April 23, 2025, which has not yet been declared effective and is subject to potential SEC review. The shelf registration includes a base prospectus and allows us to offer any combination of securities described in the prospectus, which include common stock, preferred stock, warrants, rights, depositary shares, purchase contracts and units containing two or more of the foregoing, in one or more offerings in an aggregate amount of up to

$300 million. The Form S-3 is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. The terms of any future offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.

#### Cash Requirements

The Company currently expects capital expenditures, inclusive of recently acquired Pintail, to be between $165 million and $215 million in 2025, to be directed towards both capitalized maintenance of our existing equipment and selected growth opportunities. As of March 31, 2025, $32.3 million has been spent. The Company is allocating capital to maintain its pressure pumping fleet and continues to evaluate future investments and options to further upgrade our equipment across the business.

The Company has ongoing sales and use tax audits in various jurisdictions subject to varying interpretations of statutes. The Company has recorded the exposure from these audits to the extent issues are resolved or are probable and reasonably estimable. These audits involve issues that could result in unfavorable outcomes that cannot be currently estimated. See note of the Consolidated Financial Statements titled Commitments and Contingencies for additional information.

The Company has a stock buyback program to repurchase up to 49,578,125 shares in the open market. As of March 31, 2025, 12,768,870 shares remained available to be repurchased. During the three months ended March 31, 2025, there were no shares repurchased by the Company in the open market. During the three months ended March 31, 2024, the Company repurchased 1,010,258 shares in the open market. 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. For additional information with respect to RPC’s stock buyback program, see note of the Consolidated Financial Statements titled Cash Paid for Common Stock Purchased and Retired.

In the fourth quarter of 2024, the Board of Directors approved the termination of the SERP. Pursuant to the Internal Revenue Service rules, participant balances will be distributed between 12 and 24 months after termination. The Company is currently evaluating its funding options and timing to distribute participant balances.

During 2024, the Company entered into a multi-year systems transformation program to upgrade our ERP and supply chain systems. We are currently in the early phases and expensed the majority of non-recurring costs incurred in 2024 and the first quarter of 2025. We plan to continue the ERP implementation through a phased approach with costs being incurred over the next few years.

Also, on April 22, 2025, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable June 10, 2025, to common stockholders of record at the close of business on May 9, 2025. The Company expects to continue to pay cash dividends to common stockholders, subject to industry conditions and RPC’s earnings, financial condition, and other relevant factors.

#### INFLATION

The Company purchases its equipment and materials from suppliers who provide competitive prices and employ skilled workers from competitive labor markets. If inflation in the general economy increases, the Company’s costs for equipment, materials and labor could increase as well. In addition, increases in activity in the domestic oilfield can cause upward wage pressures in the labor markets from which it hires employees, especially if employment in the general economy increases. Also, activity increases can cause supply disruptions and higher costs of certain materials and key equipment components used to provide services to the Company’s customers. In recent years, the price of labor and raw materials increased while labor shortages caused by the departure of skilled labor from the domestic oilfield industry in prior years. These cost increases have moderated but remain high by historical standards. Though the full impact is unclear, the Company does expect tariffs on goods imported into the US to result in increased prices for equipment.

#### OUTLOOK

The current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity and can be impacted by economic and policy developments as well as geopolitical disruptions, such as the continuing conflicts in the Middle East as well as Russia and Ukraine. RPC believes that oil prices currently remain at levels sufficient to motivate our customers to maintain drilling and completion activities, however the recent decline of oil prices and potential further volatility could result in the Company’s customers opting to delay completion activity. Long-term, projected steady higher demand for oil and natural gas should drive increased activity in most of the basins in which RPC operates.

We continue to monitor the supply and demand for our services and the competitive environment, including trends such as increasing customer preferences for lower emission and more efficient equipment. Increased asset efficiency in recent years of oilfield completion fleets, particularly in pressure pumping, has inherently contributed to oversupply in the Oilfield Services (OFS) market. We believe that most of the feasible operating efficiency gains have been realized, but competition is expected to remain at a high level.

#### OFF BALANCE SHEET ARRANGEMENTS

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

#### RELATED PARTY TRANSACTIONS

#### Marine Products Corporation (Marine Products)

In conjunction with RPC’s spin-off of its powerboat manufacturing business, RPC and Marine Products entered into various agreements that define the companies’ relationship. Per the terms of their Transition Support Services agreement, which may be terminated by either party, RPC provides certain administrative services, including financial reporting and income tax administration, acquisition assistance, etc., to Marine Products. Charges from the Company (or from corporations that are subsidiaries of the Company) for such services were $297 thousand for the three months ended March 31, 2025, and $324 thousand for the comparable period in 2024. All of the Company’s directors are also directors of Marine Products, and the executive officers are employees of both the Company and Marine Products.

#### Other

The Company periodically purchases, in the ordinary course of business, products or services from suppliers that are owned by officers or significant stockholders of or affiliated with certain directors of RPC. The total amounts paid to these affiliated parties were $16 thousand for the three months ended March 31, 2025, and $284 thousand for the three months ended March 31, 2024.

A group that includes Amy Rollins Kreisler and Timothy C. Rollins, each of whom is a director of the Company, certain of their family members, and certain companies under their and/or their family members’ control, controls in excess of fifty percent of the Company’s voting power.

RPC and Marine Products own 50% each of a limited liability company 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 $53 thousand for the three months ended March 31, 2025, and $51 thousand for the comparable period in 2024.

In the first quarter of 2025, we and our largest stockholder, LOR, Inc. (LOR), entered into a registration rights agreement (the Agreement), pursuant to which we granted LOR and certain of its affiliates (collectively, the Selling Stockholders) and their permitted transferees the right to require, subject to certain conditions and limitations, us to register for resale all Company securities held by such stockholders, and certain customary piggy back registration rights with respect to registrations initiated by us. Pursuant to the Agreement. we have filed a Form S-3 shelf registration statement on April 23, 2025 that registers the resale of up to 127,235,202 shares of our common stock held by the Selling Stockholders.

#### 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, 2024. There have been no significant changes in the critical accounting policies since year-end.

#### IMPACT OF RECENT ACCOUNTING STANDARDS

See note to the Consolidated Financial Statements titled Recent Accounting Standards for a description of recent accounting standards, including the expected dates of adoption and estimated effects on results of operations and financial condition.

#### SEASONALITY

Oil and natural gas prices affect demand throughout the oil and natural gas industry, including the demand for the Company’s products and services. The Company’s business depends in large part on the economic conditions of the oil and gas industry, and specifically on the capital expenditures of its customers related to the exploration and production of oil and natural gas. There is a positive correlation between these expenditures and customers’ demand for the Company’s services. As such, when these expenditures fluctuate, customers’ demand for the Company’s services fluctuates as well. These fluctuations depend on the current and projected prices of oil and natural gas and resulting drilling activity and are not seasonal to any material degree.

#### FORWARD-LOOKING STATEMENTS

Certain statements made in this report that are not historical facts are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “estimate,” “focus,” “plan,” and similar expressions generally identify forward-looking statements. Such forward-looking statements may include, without limitation, statements that relate to our business strategy, plans and objectives, and our beliefs and expectations regarding future demand for our equipment and services, trends in the industry, and other events and conditions that may influence the oilfield services market and our performance in the future. Forward-looking statements made elsewhere in this report include, without limitation, statements regarding: our belief that the likelihood of a material loss related to the outstanding state tax assessment is remote and cannot be reasonably estimated at this time, 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; statements that repurchases of the Company’s stock may be made from time to time in the open market by block purchases, in privately negotiated transactions or in such other manner as determined by the Company; our ability to continue to 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; the effect of 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 on our financial results; our belief that EBITDA, EBITDA margin and free cash flow are important indicators of performance; our belief that EBITDA and EBITDA margin enable investors to compare the operating performance of our core business consistently over various time periods without regard to changes in our capital structure and that free cash flow is an important financial measure for evaluating our financial condition; our belief that the industry continues to be over-supplied and efficiency gains are consistently adding pump hour capacity to the industry, and these challenges as well as a declining rig count, have resulted in activity, asset utilization, and pricing trending lower; our belief that international revenues will continue to be less than ten percent of our consolidated revenues in the foreseeable future; our belief that our financial condition remains strong; our belief that 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; our expectation that we will not need our revolving credit facility to meet our liquidity requirements; our belief that the financial institutions are a safe place to hold our deposits; our expectation that capital expenditures will be between $165 million and $215 million during 2025 and our expectation that such expenditures will be directed towards both capitalized maintenance of our existing equipment and selected growth opportunities; our plan to continue to evaluate future investments and options to further upgrade our equipment across the business; our inability to estimate the outcomes of sales and use tax audits in various jurisdictions; our plan to continue the ERP implementation through a phased approach with costs being incurred over the next few years; our expectation to continue to pay cash dividends to common stockholders, subject to industry conditions and our earnings, financial condition, and other relevant factors; our belief that if inflation in the general economy increases, our costs for equipment, materials and labor could increase as well; our belief that increases in activity in the domestic oilfield can cause upward pressures in the labor markets from which it hires employees, especially if employment in the general economy increases; our belief that activity increases can cause supply disruptions and higher costs of certain materials and key equipment components used to provide our services to our customers; our expectation that tariffs on goods imported into the U.S. will increase equipment prices; our belief that current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity and can be impacted by economic and policy developments as well as geopolitical disruptions, such as the continuing conflicts in the Middle East as well as Russia and Ukraine; our belief that oil prices currently remain at levels sufficient to motivate our customers to maintain drilling and completion activities, however, the recent decline of oil prices and potential further volatility could result in our customers opting to delay completion activity; our belief that long-term, projected steady higher demand for oil and natural gas should drive increased activity in most of the basins in which we operate; our belief that most of the feasible operating efficiency gains have been realized, but competition is expected to remain at a high level; our plan to continue to monitor the supply and demand for our services and the competitive environment, including trends such as increasing customer preferences for lower emission and more efficient equipment; our expectation that changes in the foreign exchange rate will not have a material effect on our consolidated results of operations or financial conditions; our belief that the outcome of litigation will not have a material adverse effect on our financial position or results of operations.

Such forward-looking statements are based on certain assumptions and analyses made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of RPC to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Risk factors that could cause such future events not to occur as expected include the following: the volatility of oil and natural gas prices; our concentration of customers in the energy industry and periodic downturns; our business depends on capital spending by our customers, many of whom rely on outside financing to fund their operations; dependence on our key personnel; our ability to identify or complete acquisitions; our ability to attract and retain skilled workers; some of our equipment and several types of materials used in providing our services are available from a limited number of suppliers; whether outside financing is available or favorable to us; increasing expectations from customers, investors and other stakeholders regarding our environmental, social and governance practices; our compliance with regulations and environmental laws; the combined impact of the OPEC disputes and the COVID-19 pandemic on our operating results; possible declines in the price of oil and natural gas, which tend to result in a decrease in drilling activity and therefore a decline in the demand for our services; the ultimate impact of current and potential political unrest and armed conflict in the oil producing regions of the world, including the current conflict involving Israel and the Gaza Strip, which could impact drilling activity; adverse weather conditions in oil or gas producing regions, including the Gulf of America; competition in the oil and gas industry, especially in pressure pumping, and adverse impacts from the industry being over-supplied; limits to the Company’s ability to implement price increases; the potential impact of possible future regulations on hydraulic fracturing on our business; risks of international operations; reliance on large customers; our operations rely on digital systems and processes that are subject to cyber-attacks or other threats; and our cash and cash equivalents are held primarily at a single financial institution. 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, 2024, and in this Quarterly Report on Form 10-Q.

## Market risk

As filed, 558 characters.

The Company is subject to interest rate risk exposure through borrowings on its credit facility and the Pintail note. As of March 31, 2025, 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.

## Controls and procedures

As filed, 1,547 characters.

*Evaluation of disclosure controls and procedures –* The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to its management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, March 31, 2025 (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 disclosure controls and procedures described above 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.

## Risk factors

As filed, 160 characters.

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Filed Apr 24, 2025.
Source: SEC EDGAR, the filing index for accession 0001558370-25-005397. Last ingested by Listed: Oct 29, 2026, 17:36 ET. No prices; not investment advice.