RPC(RES) - 2021 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) This section presents the unaudited consolidated financial statements for the periods ended September 30, 2021, and December 31, 2020 Consolidated Balance Sheets The consolidated balance sheets show an increase in total assets and liabilities from December 31, 2020, to September 30, 2021 Key Metrics | Metric | Sep 30, 2021 (in thousands) | Dec 31, 2020 (in thousands) | | :--- | :--- | :--- | | Total Assets | $826,640 | $790,505 | | Total Liabilities | $195,857 | $158,938 | | Total Stockholders' Equity | $630,783 | $631,567 | | Cash and cash equivalents | $80,835 | $84,496 | | Accounts receivable, net | $238,192 | $161,771 | | Total current assets | $457,855 | $428,359 | | Total current liabilities | $120,721 | $79,565 | | Current portion of finance lease liabilities | $21,382 | — | Consolidated Statements of Operations RPC, Inc reported a significant increase in revenues and a return to net income for the quarter ended September 30, 2021 Key Metrics | Metric (in thousands, except per share) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $225,310 | $116,588 | $596,677 | $449,665 | | Operating income (loss) | $7,974 | $(31,752) | $(3,767) | $(287,989) | | Net income (loss) | $5,266 | $(16,437) | $(5,122) | $(201,953) | | Earnings (loss) per share - Basic | $0.02 | $(0.08) | $(0.02) | $(0.95) | | Income tax provision (benefit) | $1,891 | $(14,590) | $1,210 | $(86,882) | Consolidated Statements of Comprehensive Income (Loss) Comprehensive income was positive for Q3 2021 due to improved net income, partially offset by foreign currency translation losses Key Metrics | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $5,266 | $(16,437) | $(5,122) | $(201,953) | | Pension adjustment, net of taxes | $152 | $186 | $458 | $1,104 | | Foreign currency translation | $(239) | $(25) | $(34) | $(423) | | Comprehensive income (loss) | $5,179 | $(16,276) | $(4,698) | $(201,272) | Consolidated Statements of Stockholders' Equity Stockholders' equity slightly decreased from December 31, 2020, influenced by net losses for the nine-month period Key Metrics | Metric (in thousands) | Balance, Dec 31, 2020 | Balance, Sep 30, 2021 | | :--- | :--- | :--- | | Total Stockholders' Equity | $631,567 | $630,783 | | Retained earnings | $627,778 | $626,501 | | Accumulated other comprehensive loss | $(17,706) | $(17,282) | | Net loss (9 months ended Sep 30, 2021) | N/A | $(5,122) | | Net income (3 months ended Sep 30, 2021) | N/A | $5,266 | Consolidated Statements of Cash Flows Net cash from operating activities significantly decreased for the nine months ended September 30, 2021, due to an unfavorable change in accounts receivable Key Metrics | Metric (in thousands) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $26,416 | $131,364 | | Net cash used for investing activities | $(29,114) | $(34,941) | | Net cash used for financing activities | $(963) | $(827) | | Net loss | $(5,122) | $(201,953) | | Accounts receivable (increase) decrease | $(71,702) | $119,272 | | Cash and cash equivalents at end of period | $80,835 | $145,619 | Notes to Consolidated Financial Statements The notes provide detailed explanations of RPC's accounting policies, segment performance, and other key financial disclosures 1. GENERAL The unaudited interim financial statements are prepared per GAAP, and a group including the Chairman controls over 50% of voting power - The financial statements are unaudited and include normal recurring accruals, but interim results are not necessarily indicative of full-year performance[17][18] - A group including the Chairman of the Board, Gary W Rollins, controls over 50% of the Company's voting power[20] 2. RECENT ACCOUNTING STANDARDS RPC adopted ASU No 2019-12 with no material impact and plans to adopt ASU No 2020-04 when LIBOR is discontinued - RPC adopted ASU No 2019-12 (Income Taxes) in the first quarter of 2021, which simplified accounting for income taxes, with no material impact on consolidated financial statements[21] - RPC will adopt ASU No 2020-04 (Reference Rate Reform) when LIBOR is discontinued, and does not expect a material impact on its consolidated financial statements[22] 3. REVENUES RPC generates contract revenues from specialized oilfield services, categorized into Technical and Support Services, recognized over time - RPC's contract revenues are primarily from oilfield services, recognized over time as services are performed, based on mutually agreed pricing[23] - Services are categorized into Technical Services (e g, pressure pumping, coiled tubing) and Support Services (e g, rental tools, pipe inspection)[25][26][28] Revenue by Type | Revenue Type (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Oilfield services transferred over time | $225,310 | $116,588 | $596,677 | $449,665 | | Total revenues | $225,310 | $116,588 | $596,677 | $449,665 | Contract Balances | Contract Balance (in thousands) | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Unbilled trade receivables | $52,710 | $29,574 | 4. IMPAIRMENT AND OTHER CHARGES No impairment charges were recorded in 2021, unlike the significant charges for long-lived assets and severance in 2020 - Long-lived asset impairments in 2020 primarily related to pressure pumping and coiled tubing assets within the Technical Services segment[33] Impairment Details | Charge Type (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Long Lived Asset Impairments | $— | $— | $— | $204,765 | | Severance Costs | $— | $— | $— | $1,882 | | Other | $— | $— | $— | $528 | | Total | $— | $— | $— | $207,175 | 5. EARNINGS PER SHARE Basic and diluted EPS was $0.02 in Q3 2021, a significant improvement from a loss of $0.08 in Q3 2020 EPS Calculation | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) available for stockholders | $5,266 | $(16,437) | $(5,122) | $(201,953) | | Net income (loss) used in calculating EPS | $5,225 | $(16,437) | $(5,122) | $(201,953) | | Shares used in calculating basic and diluted EPS | 213,028 | 212,544 | 212,983 | 212,391 | 6. STOCK-BASED COMPENSATION Stock-based compensation expense decreased in 2021, with $40.3 million in unrecognized cost remaining as of September 30, 2021 - As of September 30, 2021, 3,180,060 shares were available for grant under the 2014 Stock Incentive Plan[36] - Total unrecognized compensation cost related to non-vested restricted shares was $40,322,000 as of September 30, 2021, with a weighted-average recognition period of 4.1 years[41] Compensation Expense | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Pre-tax expense | $1,471 | $5,207 | $4,481 | $9,321 | | After tax expense | $1,103 | $3,419 | $3,360 | $6,525 | 7. BUSINESS SEGMENT INFORMATION Both Technical and Support Services segments saw significant revenue increases in 2021, with Technical Services returning to operating income - Technical Services include pressure pumping, downhole tools, coiled tubing, snubbing, nitrogen, well control, wireline, and fishing, characterized by high capital and personnel intensity[43] - Support Services include drill pipe and related tools, pipe handling, inspection, storage, and oilfield training/consulting, influenced by customer drilling activity[44] Segment Revenues | Segment Revenues (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Technical Services | $211,842 | $109,278 | $560,602 | $417,511 | | Support Services | $13,468 | $7,310 | $36,075 | $32,154 | | Total revenues | $225,310 | $116,588 | $596,677 | $449,665 | Segment Operating Income (Loss) | Segment Operating Income (Loss) (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Technical Services | $8,272 | $(24,941) | $3,938 | $(71,248) | | Support Services | $(55) | $(3,840) | $(5,353) | $(4,139) | | Corporate Expenses | $(3,080) | $(6,534) | $(9,760) | $(13,003) | | Total operating income (loss) | $7,974 | $(31,752) | $(3,767) | $(287,989) | 8. CURRENT EXPECTED CREDIT LOSSES The allowance for credit losses increased to $7.3 million at September 30, 2021, driven by a provision for expected losses - The Company's expected credit loss allowance for accounts receivable is based on historical collection experience, current and future economic/market conditions, and customer financial status[51] Allowance for Credit Losses | Metric (in thousands) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Beginning balance | $4,815 | $5,181 | | Provision (benefit) for current expected credit losses | $3,848 | $(448) | | Write-offs | $(1,330) | $(315) | | Recoveries collected (net of expenses) | $9 | $(8) | | Ending balance | $7,342 | $4,410 | 9. INVENTORIES Total inventories, consisting of raw materials, supplies, and finished goods, slightly decreased to $79.9 million at September 30, 2021 - Inventories consist of raw materials, supplies, spare parts, and components for manufactured equipment, recorded at the lower of cost or net realizable value[53] Inventory Balances | Inventory Type (in thousands) | Sep 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Raw materials and supplies | $78,298 | $81,278 | | Finished goods | $1,583 | $1,640 | | Ending balance | $79,881 | $82,918 | 10. COMMITMENTS AND CONTINGENCIES RPC recorded a $4.5 million liability for a contractual dispute in Q3 2021 and is evaluating a state tax assessment - RPC recorded an estimated liability of $4.5 million in Q3 2021 for a long-term contractual dispute with a vendor, with $3.3 million included in cost of revenues and the remainder in interest expense[57][58] - A state tax assessment received on July 12, 2021, is currently being evaluated, but the Company believes the likelihood of a material loss is remote[56] 11. EMPLOYEE BENEFIT PLAN Net periodic benefit cost for the Retirement Income Plan decreased, while trading gains on SERP assets increased significantly - The Company did not make contributions to the Retirement Income Plan during the nine months ended September 30, 2021 or 2020[59] - SERP assets totaled $31.6 million as of September 30, 2021, and SERP liabilities totaled $29.3 million[61][62] Benefit Plan Metrics | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Net periodic benefit cost | $71 | $262 | $215 | $787 | | Trading gains related to SERP assets | $407 | $1,100 | $2,500 | $178 | | Unrealized gains on SERP liabilities | $502 | $1,200 | $2,800 | $486 | 12. NOTES PAYABLE TO BANKS RPC's $100 million revolving credit facility remained undrawn as of September 30, 2021, and the company was in compliance with all covenants - RPC has a $100 million revolving Credit Agreement with a maturity date of July 26, 2023[63][65] - As of September 30, 2021, RPC had no outstanding borrowings under the revolving credit facility, with $82.3 million available after accounting for letters of credit[69] Interest Metrics | Metric (in thousands) | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Interest incurred | $20 | $86 | $192 | $173 | | Interest paid | $42 | $40 | $124 | $120 | 13. INCOME TAXES RPC recorded an income tax provision in 2021, contrasting with a benefit in 2020, due to unfavorable permanent and discrete adjustments - The effective tax rate for the nine months ended September 30, 2021, reflects unfavorable permanent adjustments and detrimental discrete adjustments related to restricted stock vesting and approximately $0.6 million from the employee retention credit[71][72] Tax Metrics | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Income tax provision (benefit) | $1,891 | $(14,590) | $1,210 | $(86,882) | | Effective tax rate | 26.4% (provision) | 47.0% (benefit) | 30.9% (provision) | 30.1% (benefit) | 14. FAIR VALUE DISCLOSURES RPC categorizes financial instruments into a three-level hierarchy, with equity securities as Level 1 and assets held for sale as Level 2 - Fair value hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), Level 3 (unobservable inputs)[75] - Assets held for sale are valued using observable market data for comparable properties (Level 2 inputs)[76] Fair Value of Assets | Asset (in thousands) | Sep 30, 2021 Total | Level 1 | Level 2 | Level 3 | | :--- | :--- | :--- | :--- | :--- | | Equity securities | $180 | $180 | $— | $— | | Investments measured at net asset value | $31,591 | N/A | N/A | N/A | | Assets held for sale | $692 | $— | $692 | $— | 15. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME Accumulated other comprehensive loss improved to $(17.3) million due to pension adjustment amortization AOCI Components | Component (in thousands) | Balance at Dec 31, 2020 | Change during period | Balance at Sep 30, 2021 | | :--- | :--- | :--- | :--- | | Pension Adjustment | $(15,181) | $458 | $(14,723) | | Foreign Currency Translation | $(2,525) | $(34) | $(2,559) | | Total | $(17,706) | $424 | $(17,282) | 16. LEASES RPC entered into two equipment rental agreements in Q3 2021, one classified as a finance lease and the other as a short-term operating lease - Agreement 1, for equipment rental, was classified as a finance lease, resulting in $21.7 million in finance lease right-of-use assets and short-term finance lease liabilities[80] - Agreement 2, for operating equipment, was accounted for as a short-term lease with variable payments, and no related right-of-use asset or lease liability was recognized[81] Lease Costs | Lease Costs (in thousands) | Amount | | :--- | :--- | | Amortization of leased assets (finance lease) | $363 | | Interest on lease liabilities (finance lease) | $29 | | Operating lease costs | $152 | ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides an overview of the business, industry outlook, and a detailed analysis of financial performance, liquidity, and capital resources Overview RPC's revenues significantly increased in Q3 2021 due to higher activity levels and slight pricing improvements - RPC provides specialized oilfield services primarily to independent and major oilfield companies in the U S and selected international markets[89] - Capital expenditures for the nine months ended September 30, 2021, totaled $44.9 million, primarily for capitalized maintenance and upgrades of existing equipment[90] - Q3 2021 revenues increased by $108.7 million (93.3%) to $225.3 million compared to Q3 2020, driven by activity increases across all service lines and slight pricing improvements[92] Outlook Rising commodity prices and well completions signal an improved competitive market, with RPC investing in a new Tier IV dual-fuel fleet - Well completions for the nine months ended September 30, 2021, increased by approximately 29% compared to the same period in the prior year[99] - Average oil prices rose over 72% and natural gas prices rose over 119% in Q3 2021 compared to Q3 2020, encouraging increased drilling and completion activities[100] - RPC entered into an agreement for a new Tier IV dual-fuel pressure pumping fleet in Q3 2021, which began operations in Q4 2021[103] Results of Operations RPC's results show a strong recovery in 2021, with improved revenues and profitability driven by higher activity and commodity prices THREE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2020 Q3 2021 revenues increased 93.3% to $225.3 million, driving a return to operating income as costs decreased as a percentage of revenues - Selling, general and administrative expenses for Q3 2020 included $3.3 million of accelerated vesting of restricted stock due to an officer's death[113] - Interest expense increased to $1.3 million in Q3 2021 from $73 thousand in Q3 2020, primarily due to a contractual dispute resolution[117] Q3 2021 vs Q3 2020 Performance | Metric | 3 Months Ended Sep 30, 2021 | 3 Months Ended Sep 30, 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Consolidated revenues (in thousands) | $225,310 | $116,588 | 93.3% | | Technical Services revenues (in thousands) | $211,842 | $109,278 | 93.9% | | Support Services revenues (in thousands) | $13,468 | $7,310 | 84.2% | | Technical Services operating income (loss) (in thousands) | $8,272 | $(24,941) | N/A | | Support Services operating loss (in thousands) | $(55) | $(3,840) | N/A | | Cost of revenues (in thousands) | $170,621 | $100,872 | 69.1% | | Cost of revenues as % of revenues | 75.7% | 86.5% | -10.8 pp | | Selling, general & administrative expenses (in thousands) | $31,446 | $32,376 | -2.9% | | SG&A as % of revenues | 14.0% | 27.8% | -13.8 pp | | Depreciation and amortization (in thousands) | $18,106 | $18,655 | -2.9% | | Average U S domestic rig count | 500 | 254 | 96.9% | | Average natural gas price (per mcf) | $4.39 | $2.00 | 119.5% | | Average oil price (per barrel) | $70.5 | $40.83 | 72.7% | NINE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2020 Revenues for the nine months ended September 30, 2021, increased 32.7% to $596.7 million, with Technical Services returning to profitability - International revenues decreased 13.5% for the nine months ended September 30, 2021, compared to the same period in the prior year[119] - Interest expense increased to $1.8 million for the nine months ended September 30, 2021, primarily due to a contractual dispute resolution and a state well servicing tax audit[130] YTD 2021 vs YTD 2020 Performance | Metric | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Consolidated revenues (in thousands) | $596,677 | $449,665 | 32.7% | | Technical Services revenues (in thousands) | $560,602 | $417,511 | 34.3% | | Support Services revenues (in thousands) | $36,075 | $32,154 | 12.2% | | Technical Services operating income (loss) (in thousands) | $3,938 | $(71,248) | N/A | | Support Services operating loss (in thousands) | $(5,353) | $(4,139) | 29.3% | | Cost of revenues (in thousands) | $462,633 | $362,853 | 27.5% | | Cost of revenues as % of revenues | 77.5% | 80.7% | -3.2 pp | | Selling, general & administrative expenses (in thousands) | $91,444 | $97,681 | -6.5% | | SG&A as % of revenues | 15.3% | 21.7% | -6.4 pp | | Depreciation and amortization (in thousands) | $53,775 | $77,521 | -30.6% | | Impairment and other charges (in thousands) | $— | $207,175 | N/A | | Average U S domestic rig count | 425 | 477 | -10.9% | | Average natural gas price (per mcf) | $3.29 | $1.88 | 81.0% | | Average oil price (per barrel) | $62.4 | $38.46 | 67.3% | Liquidity and Capital Resources RPC maintains a strong financial condition and expects sufficient liquidity from existing cash, with its credit facility undrawn Cash Flows Operating cash flow decreased significantly to $26.4 million due to an unfavorable change in accounts receivable - The decrease in operating cash flow was primarily due to an unfavorable change in accounts receivable of $71.7 million, partially offset by favorable changes in other working capital components[133] - Cash used for investing activities decreased by $5.8 million, mainly due to a reduction in capital expenditures[136] YTD Cash Flow Summary | Cash Flow Activity (in thousands) | 9 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $26,416 | $131,364 | | Net cash used for investing activities | $(29,114) | $(34,941) | | Net cash used for financing activities | $(963) | $(827) | Financial Condition and Liquidity RPC expects sufficient liquidity for the next twelve months from existing cash and has $82.3 million available under its credit facility - RPC expects its existing cash and strong capitalization to provide sufficient liquidity for at least the next twelve months[138] - As of September 30, 2021, RPC had no outstanding borrowings under its $100 million revolving credit facility, with $82.3 million available[139] - The Company was in compliance with all credit facility financial covenants as of September 30, 2021[139] Cash Requirements Expected 2021 capital expenditures are $65 million, while the stock buyback program continues and common stock dividends remain suspended - Expected capital expenditures for 2021 are approximately $65 million, directed mostly towards capitalized maintenance and selected growth opportunities[140] - RPC does not expect to make any additional contributions to its Retirement Income Plan for the remainder of 2021[142] - The stock buyback program has 8,248,184 shares remaining available for repurchase, but the Company has suspended cash dividends to common stockholders with no timetable for resumption[143][144] INFLATION RPC faces rising costs for equipment, materials, and labor, and is attempting to pass these increases on to customers - Costs for equipment, materials, and labor are increasing due to rising oilfield activity and supply chain disruptions[147] - Labor costs, which decreased in 2020, have begun to rise in Q4 2020 and the first nine months of 2021[147] - The Company is attempting to pass price increases to customers, but success is not assured due to the competitive nature of the oilfield services business[147] OFF BALANCE SHEET ARRANGEMENTS The Company does not have any material off-balance sheet arrangements - RPC does not have any material off-balance sheet arrangements[148] RELATED PARTY TRANSACTIONS RPC engages in various transactions with related parties, including Marine Products Corporation and Rollins, Inc Summary of Transactions | Related Party Transaction | 9 Months Ended Sep 30, 2021 (in thousands) | 9 Months Ended Sep 30, 2020 (in thousands) | | :--- | :--- | :--- | | Charges to Marine Products Corporation | $670 | $646 | | Payments to affiliated suppliers | $751 | $710 | | Charges from Rollins, Inc (services & rent) | $78 | $78 | | Net operating costs for corporate aircraft (255 RC, LLC) | $150 | $150 | CRITICAL ACCOUNTING POLICIES There have been no significant changes in the Company's critical accounting policies since December 31, 2020 - No significant changes in critical accounting policies since the fiscal year ended December 31, 2020[153] IMPACT OF RECENT ACCOUNTING STANDARDS Information regarding recent accounting standards is detailed in Note 2 to the Consolidated Financial Statements - Refer to Note 2 for details on recent accounting standards, adoption dates, and estimated effects[154] SEASONALITY Demand for RPC's services is primarily influenced by non-seasonal factors like commodity prices and customer capital expenditures - Demand for RPC's services is primarily affected by oil and natural gas prices and customer capital expenditures, which are not seasonal to any material degree[157] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK RPC is exposed to interest rate risk from its credit facility and foreign exchange risk, neither of which is expected to be material - RPC is subject to interest rate risk on its credit facility, which bears a floating rate, but had no outstanding interest-bearing advances as of September 30, 2021[160] - Foreign exchange rate risk is not expected to have a material effect on consolidated results, as most transactions occur in U S currency[161] ITEM 4. CONTROLS AND PROCEDURES Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2021 - The Company's disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2021[165] - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[166] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS RPC is involved in ordinary course litigation not expected to have a material adverse effect on its financial position - RPC does not believe that the outcome of its ordinary course litigation will have a material adverse effect on its financial position or results of operations[169] ITEM 1A. RISK FACTORS Risk factors affecting RPC's business are detailed in the Company's annual report on Form 10-K for the year ended December 31, 2020 - Risk factors are detailed in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2020[170] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS There were no unregistered sales of equity securities or use of proceeds to report for the period - No unregistered sales of equity securities or use of proceeds to report[172] ITEM 3. DEFAULTS UPON SENIOR SECURITIES There were no defaults upon senior securities to report for the period - No defaults upon senior securities to report[173] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to RPC, Inc - Mine Safety Disclosures are not applicable to the Company[174] ITEM 5. OTHER INFORMATION The Board of Directors adopted amendments to the Company's Bylaws, effective October 26, 2021 - The Board of Directors adopted amendments to the Company's Bylaws, effective October 26, 2021, to clarify board meeting parameters, annual stockholder meetings, and board size[175] ITEM 6. EXHIBITS This section lists all exhibits filed with the Form 10-Q, including certifications and XBRL taxonomy documents - Exhibits include restated and amended certificates of incorporation, amended and restated bylaws, form of stock certificate, Section 302 and 906 certifications, and various XBRL documents[176] SIGNATURES The report is duly signed by the company's CEO and CFO on October 29, 2021 - The report was signed by Richard A Hubbell, President and CEO, and Ben M Palmer, VP, CFO, and Corporate Secretary, on October 29, 2021[180]