10/30/2025 | Press release | Distributed by Public on 10/30/2025 13:20
| MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS | 
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 32.
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 third quarter of 2025, total revenues of $447.1 million increased by $109.5 million or 32.4% compared to the same period in the prior year.
Operating income was $20.8 million for the three months ended September 30, 2025, compared to $19.2 million for the same period of 2024.
Net income for the three months ended September 30, 2025, was $13.0 million, or $0.06 diluted earnings per share compared to net income of $18.8 million, or $0.09 diluted earnings per share in the same period of 2024.
Net cash provided by operating activities decreased to $139.5 million for the nine months ended September 30, 2025, compared to $255.2 million for the same period of 2024.
On April 1, 2025 (the "Closing Date"), RPC, through its wholly owned subsidiary, Thru Tubing Solutions, Inc., completed its acquisition of Pintail Alternative Energy, L.L.C. ("Pintail"). Headquartered in Midland, Texas, Pintail is a leading provider of oilfield wireline perforating services in the Permian Basin and its conventional and electric wireline units are among the newest in the industry. The acquisition is building on RPC's diversified oilfield services platform with geographic concentration in the most active oil producing region in the U.S. land market. Pintail is included in the Company's Technical Services Segment.
On the Closing Date, 100% of Pintail's equity was automatically canceled and converted into the right to receive (i) $170 million in cash, without interest, (ii) $25 million of RPC common stock, which was paid by the issuance of 4,545,454 shares of restricted common stock of RPC to one of the previous owners, and (iii) $50 million in the form of a secured note payable to Houston LP (the "Seller Note"). Interest on the Seller Note accrues at a variable rate equal to the Simple Secured Overnight Financing Rate, for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate. The Company began making interest payments on the Seller Note in the second quarter of 2025.
As of September 30, 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), Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow, all non-GAAP measures, to evaluate and analyze the operating performance of our businesses.
We believe that EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and Free cash flow are important indicators of performance. Adjusted EBITDA is defined as EBITDA, adjusted for unusual (income)/expenses. Adjusted EBITDA margin reflects Adjusted EBITDA as a percentage of revenues. Management believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA margin
RPC, INC. AND SUBSIDIARIES
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. 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, Adjusted EBITDA and Adjusted 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 activities, as a measure of our financial condition.
See Non-GAAP Financial Measures below for a reconciliation of EBITDA and Adjusted EBITDA to net income, and Adjusted EBITDA margin to net income margin, the most directly comparable financial measures calculated and presented in accordance with GAAP and a reconciliation of Free Cash Flow to Operating Cash Flow, the most directly comparable financial measure calculated and presented in accordance with GAAP.
Results of Operations
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|  | 2025 | 2024 | 2025 | 2024 | ||||||||
| (in thousands, except for percentages) |  |  |  |  |  |  |  |  |  |  |  |  | 
| Revenues by business segment: |  |  |  |  |  |  |  |  |  |  |  |  | 
| Technical |  | $ | 422,206 |  | $ | 313,492 |  | $ | 1,130,804 |  | $ | 1,011,370 | 
| Support |  |  | 24,897 |  |  | 24,160 |  |  | 69,985 |  |  | 68,268 | 
| Total revenue |  |  | 447,103 |  |  | 337,652 |  |  | 1,200,789 |  |  | 1,079,638 | 
|  |  |  |  |  |  |  |  |  |  |  |  |  | 
| Cost of revenues (exclusive of depreciation and amortization shown separately below) |  |  | 334,673 |  |  | 247,507 |  |  | 896,314 |  |  | 786,400 | 
| Selling, general and administrative expenses |  |  | 44,628 |  |  | 37,697 |  |  | 127,952 |  |  | 115,188 | 
| Acquisition related employment costs |  |  | 6,467 |  |  | - |  |  | 13,021 |  |  | - | 
| Depreciation and amortization |  |  | 44,098 |  |  | 35,034 |  |  | 122,068 |  |  | 97,371 | 
| Gain on disposition of assets |  |  | (3,563) |  |  | (1,790) |  |  | (7,288) |  |  | (6,342) | 
| Other income, net |  |  | (968) |  |  | (1,005) |  |  | (3,005) |  |  | (2,504) | 
| Interest expense |  |  | 949 |  |  | 261 |  |  | 2,087 |  |  | 594 | 
| Interest income |  |  | (1,748) |  |  | (3,523) |  |  | (6,761) |  |  | (9,831) | 
| Income tax provision |  |  | 9,604 |  |  | 4,675 |  |  | 21,260 |  |  | 20,080 | 
| Net income |  | $ | 12,963 |  | $ | 18,796 |  | $ | 35,141 |  | $ | 78,682 | 
|  |  |  |  |  |  |  |  |  |  |  |  |  | 
| Net income margin |  |  | 2.9% |  |  | 5.6% |  |  | 2.9% |  |  | 7.3% | 
| Net cash provided by operating activities |  | $ | 46,525 |  | $ | 70,728 |  | $ | 139,468 |  | $ | 255,215 | 
|  |  |  |  |  |  |  |  |  |  |  |  |  | 
| Non-GAAP Financial Measures |  |  |  |  |  |  |  |  |  |  |  |  | 
| Adjusted EBITDA |  | $ | 72,333 |  | $ | 55,243 |  | $ | 186,816 |  | $ | 186,896 | 
| Adjusted EBITDA margin |  |  | 16.2% |  |  | 16.4% |  |  | 15.6% |  |  | 17.3% | 
| Free cash flow |  | $ | 4,068 |  | $ | 19,067 |  | $ | 21,688 |  | $ | 75,755 | 
THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2024
Revenues. Revenues of $447.1 million for the three months ended September 30, 2025, increased 32.4% compared to the three months ended September 30, 2024. The increase in revenues was primarily due to revenues of $99.8 million from recently acquired Pintail coupled with revenue increases in coiled tubing and downhole tools, partially offset by a decrease in pressure pumping. The pressure pumping market remains highly competitive. Management believes the industry continues to be over-supplied and efficiency gains are contributing to excess capacity in the industry. These challenges, as well as a declining rig count, have impacted activity levels, asset utilization, and pricing. International revenues represented 1.8% of total revenues in the third quarter of 2025 compared to
RPC, INC. AND SUBSIDIARIES
3.2% 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 third quarter of 2025, the average price of oil was 14.0% lower and the average price of natural gas was 44.8% higher, both compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the three months ended September 30, 2025, was 7.8% lower than in the same period in 2024.
The Technical Services segment revenues for the third quarter of 2025 increased by 34.7% compared to the same period of the prior year due primarily to the acquisition of Pintail, partially offset by a decrease in pressure pumping revenues. Technical Services reported operating income was $24.4 million during the third quarter of 2025 compared to operating income of $16.3 million in the third quarter of 2024. The increase in Technical Services operating income was primarily due to results from recently acquired Pintail, partially offset by lower pricing in pressure pumping. Support Services segment revenues for the third quarter of 2025 increased by 3.1% compared to the same period in the prior year, primarily due to higher activity levels within rental tools. Support Services reported operating income of $4.6 million for the third quarter of 2025 compared to operating income of $5.3 million for the third quarter of 2024. Third quarter 2025 Support Services operating income decreased by $682 thousand compared to the third quarter of the prior year.
Cost of revenues. Cost of revenues increased 35.2% to $334.7 million for the three months ended September 30, 2025, compared to $247.5 million for the three months ended September 30, 2024 primarily due to costs from recently acquired Pintail. 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 $38.4 million for the third quarter of 2025 compared to $31.8 million for the third quarter of 2024.
Selling, general and administrative expenses. Selling, general and administrative expenses increased to $44.6 million for the three months ended September 30, 2025, compared to $37.7 million for the three months ended September 30, 2024, primarily due to an increase in employment incentives and higher other employment related costs, coupled with expenses from recently acquired Pintail.
Acquisition related employment costs. Acquisition related employment costs of $6.5 million represent non-cash accounting adjustments related to the Pintail acquisition costs that are contingent upon continued employment. The remaining Acquisition related employment costs, totaling $65.1 million, are expected to be recognized equally over the next 10 quarters.
Depreciation and amortization. Depreciation and amortization increased 25.9% to $44.1 million for the three months ended September 30, 2025, compared to $35.0 million for the three months ended September 30, 2024. Depreciation and amortization increased due to additional fixed assets and intangibles related to the Pintail acquisition, coupled with capital expenditures in the past year.
Gain on disposition of assets, net. Gain on disposition of assets, net was $3.6 million for the three months ended September 30, 2025, compared to $1.8 million for the three months ended September 30, 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 $1.0 million for both the three months ended September 30, 2025 and the same period in the prior year.
Interest expense and interest income. Interest expense increased to $949 thousand for the three months ended September 30, 2025, compared to $261 thousand for the three months ended September 30, 2024 primarily due to interest on the Seller Note issued in conjunction with the Pintail acquisition. Interest expense includes interest on the Seller Note, facility fees on the unused portion of the credit facility and the amortization of loan costs. Interest income decreased to $1.7 million compared to $3.5 million in the prior year due to a lower average cash balance, primarily due to the acquisition of Pintail on April 1, 2025.
Income tax provision. Income tax provision was $9.6 million during the three months ended September 30, 2025 compared to $4.7 million in the same period in the prior year. The effective tax rate was 42.6% for the three months ended September 30, 2025 compared to a 19.9% effective tax rate for the same period in the prior year. The effective tax rate was unusually high primarily due to the non-deductible portion of Acquisition related employment costs and provision to tax return adjustments.
Net income, net income margin and diluted earnings per share. Net income was $13.0 million during the three months ended September 30, 2025, or $0.06 diluted earnings per share, compared to net income of $18.8 million during the three months ended
RPC, INC. AND SUBSIDIARIES
September 30, 2024, or $0.09 diluted earnings per share. Net income margin was 2.9% for the three months ended September 30, 2025, compared to 5.6% for the same period in the prior year.
Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $72.3 million, and Adjusted EBITDA margin was 16.2% for the three months ended September 30, 2025 compared to $55.2 million and 16.4%, respectively, for the same period in the prior year.
Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $46.5 million for the three months ended September 30, 2025, compared to $70.7 million for the three months ended September 30, 2024. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital, coupled with lower net income. Free cash flow was $4.1 million for the three months ended September 30, 2025 compared to $19.1 million for the three months ended September 30, 2024, primarily due to a decrease in cash provided by operating activities, partially offset by lower capital expenditures.
NINE MONTHS ENDED SEPTEMBER 30, 2025, COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2024
Revenues. Revenues of $1.2 billion for the nine months ended September 30, 2025, increased 11.2% compared to the nine months ended September 30, 2024. The increase in revenues was primarily due to revenues of 198.6 million from recently acquired Pintail partially offset by lower pressure pumping activity levels compared to the prior year. The pressure pumping market remains highly competitive. Management believes the industry continues to be over-supplied and efficiency gains are contributing to excess capacity in the industry. These challenges, as well as a declining rig count, have impacted activity levels, asset utilization, and pricing. International revenues represented 2.0% of total revenues in the first nine months of 2025 compared to 2.9% 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 nine months of 2025, the average price of oil was 14.1% lower and the average price of natural gas was 64.2% higher, both compared to the same period in the prior year. The average domestic rig count (Source: Baker Hughes, Inc.) for the nine months ended September 30, 2025, was 6.3% lower than in the same period in 2024.
The Technical Services segment revenues for the nine months ended September 30, 2025 increased by 11.8% compared to the same period of the prior year due primarily to results from recently acquired Pintail, partially offset by a decrease in Pressure Pumping revenues. Technical Services reported operating income of $59.6 million during the nine months ended September 30, 2025 compared to operating income of $78.5 million in the same period of the prior year. The decrease in Technical Services operating income was primarily due to lower pricing coupled with increased activity in pressure pumping and several other service lines. Support Services segment revenues for the nine months ended September 30, 2025 increased by 2.5% compared to the same period in the prior year, primarily due to higher activity levels within rental tools. Support Services reported operating income of $11.9 million for the nine months ended September 30, 2025 compared to operating income of $13.3 million for the same period in the prior year. Support Services operating income for the nine months ended September 30, 2025 decreased by $1.4 million compared to the nine months ended September 30, 2024, due to lower pricing coupled with increased activity for rental tools.
Cost of revenues. Cost of revenues increased 14.0% to $896.3 million for the nine months ended September 30, 2025, compared to $786.4 million for the nine months ended September 30, 2024 primarily due to costs from recently acquired Pintail. Excluding results from Pintail, 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 $107.4 million for the nine months ended June 30, 2025 compared to $88.7 million for the same period in the prior year.
Selling, general and administrative expenses. Selling, general and administrative expenses increased to $128.0 million for the nine months ended September 30, 2025, compared to $115.2 million for the nine months ended September 30, 2024, primarily due to an increase in employment incentives and higher other employment related costs, coupled with expenses from recently acquired Pintail.
Acquisition related employment costs. Acquisition related employment costs of $13.0 million represent non-cash accounting adjustments related to the Pintail acquisition costs that are contingent upon continued employment. The remaining Acquisition related employment costs, totaling $65.1 million, are expected to be recognized equally over the next 10 quarters.
RPC, INC. AND SUBSIDIARIES
Depreciation and amortization. Depreciation and amortization increased 25.4% to $122.1 million for the nine months ended September 30, 2025, compared to $97.4 million for the nine months ended September 30, 2024. Depreciation and amortization increased due to additional fixed assets and intangibles related to the Pintail acquisition, coupled with capital expenditures in the past year.
Gain on disposition of assets, net. Gain on disposition of assets, net was $7.3 million for the nine months ended September 30, 2025, compared to $6.3 million for the nine months ended September 30, 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 $3.0 million for the nine months ended September 30, 2025, compared to $2.5 million for the same period in the prior year.
Interest expense and interest income. Interest expense increased to $2.1 million for the nine months ended September 30, 2025, compared to $594 thousand for the nine months ended September 30, 2024 primarily due to interest on the Seller Note issued in conjunction with the Pintail acquisition. Interest expense includes interest on the Seller Note, facility fees on the unused portion of the credit facility and the amortization of loan costs. Interest income decreased to $6.8 million compared to $9.8 million in the prior year primarily due to a lower average cash balance, primarily due to the acquisition of Pintail on April 1, 2025.
Income tax provision. Income tax provision was $21.3 million during the nine months ended September 30, 2025 compared to $20.1 million for the same period in the prior year. The effective tax rate was 37.7% for the nine months ended September 30, 2025 compared to a 20.3% effective tax rate for the same period in the prior year. The effective tax rate was unusually high primarily due to the non-deductible portion of Acquisition related employment costs and provision to tax return adjustments.
Net income, net income margin and diluted earnings per share. Net income was $35.1 million during the nine months ended September 30, 2025, or $0.16 diluted earnings per share, compared to net income of $78.7 million during the nine months ended September 30, 2024, or $0.37 diluted earnings per share. Net income margin was 2.9% for the nine months ended September 30, 2025, compared to 7.3% for the same period in the prior year.
Adjusted EBITDA and Adjusted EBITDA margin. Adjusted EBITDA was $186.8 million, and Adjusted EBITDA margin was 15.6% for the nine months ended September 30, 2025, compared to $186.9 million and 17.3% for the same period in the prior year.
Cash provided by operating activities and Free cash flow. Cash provided by operating activities was $139.5 million for the nine months ended September 30, 2025, compared to $255.2 million for the nine months ended September 30, 2024. The decrease in cash provided by operating activities is due primarily to unfavorable changes in working capital, coupled with lower net income. Free cash flow decreased to $21.7 million for the nine months ended September 30, 2025, from $75.8 million for the nine months ended September 30, 2024, primarily due to a decrease in cash provided by operating activities, partially offset by lower capital expenditures.
Non-GAAP Financial Measures
Reconciliation of GAAP and non-GAAP Financial Measures
Disclosed herein are non-GAAP financial measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, and Free cash flow. These measures should not be considered in isolation or as a substitute for performance or liquidity measures prepared in accordance with GAAP.
A non-GAAP financial measure is a numerical measure of financial performance, financial position, or cash flows that either 1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of operations, balance sheet or statement of cash flows, or 2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.
RPC, INC. AND SUBSIDIARIES
Set forth below are reconciliations of these non-GAAP measures with their most directly comparable GAAP measures.
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| (Unaudited) |  | Three months ended |  | Nine months ended | ||||||||
|  |  | September 30, |  | September 30, |  | September 30, |  | September 30, | ||||
| (In thousands) | 2025 | 2024 |  | 2025 | 2024 | |||||||
| Reconciliation of Net Income to EBITDA and Adjusted EBITDA |  |  |  |  |  |  | ||||||
| Net income |  | $ | 12,963 |  | $ | 18,796 |  | $ | 35,141 |  | $ | 78,682 | 
| Adjustments: |  |  |  |  |  |  |  |  |  |  |  |  | 
| Add: Income tax provision |  | 9,604 |  | 4,675 |  | 21,260 |  | 20,080 | ||||
| Add: Interest expense |  | 949 |  | 261 |  | 2,087 |  | 594 | ||||
| Add: Depreciation and amortization |  | 44,098 |  | 35,034 |  | 122,068 |  | 97,371 | ||||
| Less: Interest income |  | 1,748 |  | 3,523 |  | 6,761 |  | 9,831 | ||||
| EBITDA |  | $ | 65,866 |  | $ | 55,243 |  | $ | 173,795 |  | $ | 186,896 | 
|  |  |  |  |  | ||||||||
| Add: Acquisition related employment costs |  | 6,467 |  | - |  | 13,021 |  | - | ||||
| Adjusted EBITDA |  | $ | 72,333 |  | $ | 55,243 | - | $ | 186,816 |  | $ | 186,896 | 
|  |  |  |  |  |  |  |  |  |  |  |  |  | 
| Revenues |  | $ | 447,103 |  | $ | 337,652 |  | $ | 1,200,789 |  | $ | 1,079,638 | 
|  |  |  |  |  |  |  |  |  |  |  |  |  | 
| Net income margin(1) |  |  | 2.9% |  |  | 5.6% |  |  | 2.9% |  |  | 7.3% | 
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| Adjusted EBITDA margin(1) |  |  | 16.2% |  |  | 16.4% |  |  | 15.6% |  |  | 17.3% | 
(1) Net income margin is calculated as net income divided by revenues. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by revenues.
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| (Unaudited) | Nine months ended September 30, | ||||
| (In thousands) | 2025 | 2024 | |||
| Reconciliation of Operating Cash Flow to Free Cash Flow |  |  | |||
| Net cash provided by operating activities | $ | 139,468 |  | $ | 255,215 | 
| Capital expenditures |  | (117,780) |  |  | (179,460) | 
| Free cash flow | $ | 21,688 |  | $ | 75,755 | 
Liquidity and Capital Resources
Cash Flows
The Company's cash and cash equivalents decreased $162.5 thousand to $163.5 million as of September 30, 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 nine months ended September 30, 2025 and 2024:
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|  |  | Nine months ended | ||||
|  | 2025 | 2024 | ||||
| (In thousands) |  |  |  |  |  |  | 
| Net cash provided by operating activities |  | $ | 139,468 |  | $ | 255,215 | 
| Net cash used for investing activities |  |  | (267,505) |  |  | (165,333) | 
| Net cash used for financing activities |  | $ | (34,476) |  | $ | (36,304) | 
Cash provided by operating activities for the nine months ended September 30, 2025, decreased by $115.7 million compared to the nine months ended September 30, 2024, primarily due to unfavorable changes in working capital, including a $52.8 million tax refund received in the prior year, coupled with a decrease in net income. Change in working capital was a use of cash of $43.7 million during the nine months ended September 30, 2025, compared to a source of cash of $77.1 million in the same period last year. The most significant working capital related cash flow during the nine months ended September 30, 2025, was a cash use of $45.4 million due to a decrease in unearned revenue resulting from the satisfaction of performance obligations associated with a customer cash
RPC, INC. AND SUBSIDIARIES
prepayment we received in the fourth quarter of 2024. The changes in the other components of working capital were mainly due to the timing of payments and receipts.
Cash used for investing activities for the nine months ended September 30, 2025, increased by $102.2 million compared to the nine months ended September 30, 2024, primarily due to cash used to fund the acquisition of Pintail, partially offset by a decrease in capital expenditures primarily related to the timing of new equipment deliveries. Capital expenditures were $117.8 million for the nine months ended September 30, 2025, compared to $179.5 million for the nine months ended September 30, 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 nine months ended September 30, 2025, decreased by $1.8 million compared to the nine months ended September 30, 2024, primarily due to a decrease in repurchases of the Company's common shares in the open market, partially offset by the repayment of debt assumed at acquisition.
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 with 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 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 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 September 30, 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 $15.8 million; therefore, a total of $84.2 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 of the Consolidated Financial Statements.
The Company has a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission ("SEC") that expires on May 5, 2028, which permits it to offer common stock, preferred stock, warrants, rights, depositary shares, purchase contracts and units containing two or more of the foregoing, in one or more offerings in an aggregate amount of up to $300 million. The Form S-3 is intended to provide us the flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs.
In the third quarter of 2025, RPC implemented the provisions of the One Big, Beautiful Bill Act ("OBBBA"), which resulted in a lower tax obligation due to the 100% bonus depreciation on capital expenditures placed in service after January 19th, 2025 and immediate expensing of all domestic research and development costs, that were previously amortized over five years. Implementation of the OBBBA provisions did not have an impact on our effective rate or the Income tax provision in our Consolidated Statements of Operations for the three and nine months ended September 30, 2025.
The Company finalized the working capital adjustment related to the Pintail acquisition with the Seller and recorded a receivable of $12.3 million as of September 30, 2025. This receivable was collected in full subsequent to quarter end.
Cash Requirements
The Company currently expects capital expenditures, inclusive of recently acquired Pintail, to be between $170 million and $190 million in 2025, mostly related to maintenance. This is inclusive of opportunistic asset purchases and technology spend associated with our ERP implementation. As of September 30, 2025, $117.8 million has been spent. The Company is allocating capital to
RPC, INC. AND SUBSIDIARIES
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 September 30, 2025, 12,768,870 shares remained available to be repurchased. During both the three and nine months ended September 30, 2025, and the three and nine months ended September 30, 2024, there were no shares repurchased by the Company 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 are required to be distributed between 12 and 24 months after termination. The Company currently plans to distribute the balances in the fourth quarter of 2025 by liquidating assets currently held in the Rabbi Trust. We expect to receive a net cash distribution of approximately $8 million, subject to market changes, and to incur a one-time increase in our effective tax rate. Both the assets and liabilities related to the SERP are now reflected as part of current assets and current liabilities.
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. During 2025 the Company began capitalizing some costs associated with ERP implementation. We plan to continue the ERP implementation through a phased approach with costs being incurred over the next few years.
During the second quarter of 2025, the Company began making interest payments on the Seller Note and will continue making such payments in accordance with the terms of the Seller Note. In addition, per the terms of the Seller Note, the first principal payment of $20 million is payable within the next 12 months. The remainder of $30 million in principal is payable over two years after the first repayment, per the terms of the agreement.
On October 28, 2025, the Board of Directors declared a regular quarterly cash dividend of $0.04 per share payable September 10, 2025, to common stockholders of record at the close of business on November 10, 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. Though the ultimate impact is uncertain, the Company does currently expect tariffs on goods imported into the U.S. to result in materially higher costs of equipment.
OUTLOOK
The current and projected prices of oil, natural gas and natural gas liquids are important catalysts for U.S. domestic drilling activity and can be impacted by economic and policy developments as well as geopolitical disruptions. RPC believes that oil prices currently remain at levels sufficient to continue drilling and completion activities, however the recent decline of oil prices and potential further volatility could result in the Company's customers opting to delay completion activity. Long-term, projected higher demand for oil and natural gas should drive increased activity in most of the basins in which RPC operates.
We continue to monitor the supply and demand for our services and the competitive environment, including trends such as increasing customer preferences for more efficient equipment. Increased efficiencies in recent years of oilfield completion services
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and equipment, particularly in pressure pumping, has inherently contributed to oversupply in the Oilfield Services (OFS) market. We believe that competition will remain intense.
OFF BALANCE SHEET ARRANGEMENTS
The Company does not have any material off balance sheet arrangements.
RELATED PARTY TRANSACTIONS
Marine Products Corporation (Marine Products)
In conjunction with RPC's spin-off of its powerboat manufacturing business, RPC and Marine Products entered into various agreements that define the companies' relationship. Per the terms of their Transition Support Services agreement, which may be terminated by either party, RPC provides certain administrative services, including financial reporting and income tax administration, acquisition assistance, etc., to Marine Products. Charges from the Company (or from corporations that are subsidiaries of the Company) for such services were $821 thousand for the nine months ended September 30, 2025, and $858 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 $46 thousand for the nine months ended September 30, 2025, and $1.3 million for the nine months ended September 30, 2024.
A group that includes Amy R. Kreisler and Timothy C. Rollins, each of whom is a director of the Company, certain of their family members, and certain companies under their and/or their family members' control, controls in excess of fifty percent of the Company's voting power.
RPC and Marine Products own 50% each of a limited liability company 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 $138 thousand for the nine months ended September 30, 2025 compared to $153 thousand for the comparable period in 2024.
Pursuant to the registration rights agreement between us and our largest stockholder, LOR, Inc. ("LOR") and certain of its affiliates (collectively, the Selling Stockholders) and their permitted transferees, we have filed a shelf registration statement on Form S-3 with the SEC that expires on May 5, 2028. The Form S-3 shelf registration statement registers for the resale of up to 127,235,202 shares of our common stock, which represents a majority of the Company securities held by the Selling Stockholders. In addition, they have the right to require, subject to certain conditions and limitations, certain piggy back registration rights with respect to registrations initiated by us.
CRITICAL ACCOUNTING POLICIES
The discussion of Critical Accounting Policies is incorporated herein by reference from the Company's annual report on Form 10-K for the fiscal year ended December 31, 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
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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 operating results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025; our assessment we may further revise the Pintail acquisition consideration allocation during the remainder of the measurement period; our expectation that adjustments related to property, plant and equipment being finalized in connection with the Pintail preliminary acquisition consideration may be material; our belief that we expect to achieve synergies from the combined operations of the Company and Pintail and the assembled workforce; our contention that the acquisition of Pintail is building on our diversified oilfield services platform; our expectation that the Company will distribute the balances of the SERP in the fourth quarter of 2025 by liquidating all the assets currently held in the Rabbi Trust; our belief that the likelihood of a material loss related to the outstanding state tax assessment is remote, 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; 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, other shifting trends in our industry, and our customers' drilling and production activities on our financial results; our belief that the pressure pumping market remains highly competitive; 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 our existing depository financial institutions are a safe place to hold our deposits; our expectation that capital expenditures will be between $170 million and $190 million during 2025 and our expectation that such expenditures will be mostly related to maintenance; 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; our belief that oil prices currently remain at levels sufficient to continue 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 increased efficiencies in recent years of oilfield completion services and equipment, particularly in pressure pumping, has inherently contributed to oversupply in the Oilfield Services (OFS) market; our belief that competition will remain intense; 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 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; and 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,
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performance or achievements of RPC to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Risk factors that could cause such future events not to occur as expected include the following: the volatility of oil and natural gas prices; our concentration of customers in the energy industry and periodic downturns; our business depends on capital spending by our customers, many of whom rely on outside financing to fund their operations; dependence on our key personnel; our ability to identify or complete acquisitions; our ability to attract and retain skilled workers; some of our equipment and several types of materials used in providing our services are available from a limited number of suppliers; whether outside financing is available or favorable to us; increasing expectations from customers, investors and other stakeholders regarding our environmental, social and governance practices; our compliance with regulations and environmental laws; possible declines in the price of oil and natural gas, which tend to result in a decrease in drilling activity and therefore a decline in the demand for our services; the ultimate impact of current and potential political unrest and armed conflict in the oil producing regions of the world, including the current conflict involving Israel and the Gaza Strip, which could impact drilling activity; adverse weather conditions in oil or gas producing regions, including the Gulf of America; competition in the oil and gas industry, especially in pressure pumping, and adverse impacts from the industry being over-supplied; limits to the Company's ability to implement price increases; the potential impact of possible future regulations on hydraulic fracturing on our business; risks of international operations; reliance on large customers; our operations rely on digital systems and processes that are subject to cyber-attacks or other threats; and our cash and cash equivalents are held primarily at a single financial institution, the potential for tariffs to increase our costs of materials and reduce our profitability, and capital expenditures are determined based on current expectations for our business, as a result, the occurrence of any of the foregoing or changes in our business model or expectations may cause us to materially increase or decrease our capital spending plans. Additional discussion of factors that could cause actual results to differ from management's projections, forecasts, estimates and expectations is contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.