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+ ITEM 1. BUSINESS
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+ RPC, Inc. ("RPC") is a Delaware corporation originally organized in 1984 as part
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+ of a spin-off from Rollins, Inc. (NYSE:ROL). Two of RPC's businesses, Cudd
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+ Pressure Control ("Cudd") and Patterson Services ("Patterson"), have been
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+ conducted for more than 20 years. Effective February 28, 2001, RPC completed the
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+ spin-off of its powerboat manufacturing business through a distribution of
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+ shares in Marine Products Corporation ("Marine Products"). See "Discontinued
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+ Operation" for additional information.
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+ RPC provides a broad range of specialized oilfield services and equipment
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+ primarily to independent and major oilfield companies engaged in the
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+ exploration, production and development of oil and gas properties throughout the
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+ United States, including the Gulf of Mexico, mid-continent, southwest and Rocky
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+ Mountain regions, and in selected international markets. The services and
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+ equipment provided include among other things, (1) snubbing services, (2) coiled
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+ tubing services, (3) pressure pumping services, (4) marine services, (5)
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+ firefighting and well control, and (6) the rental of drill pipe and other
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+ specialized oilfield equipment. RPC acts as a holding company for its operating
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+ subsidiaries, Cudd Pressure Control, Inc., Patterson Services, Inc. and
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+ Patterson Tubular Services, Inc. together with several smaller non-core
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+ businesses.
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+ RPC's service lines have been aggregated into two reportable oil and gas
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+ services business segments - Technical Services and Support Services - because
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+ of the similarities between the financial performance and approach to managing
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+ these service lines within each of the segments as well as the economic and
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+ business conditions impacting their business activity levels. The other business
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+ segment includes information concerning RPC's business units that do not qualify
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+ for separate segment reporting. These business units include an overhead crane
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+ fabricator, an enhanced facsimile service provider and other non-oilfield
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+ research and development operations. The research and development operations
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+ have been scaled back since approximately 1997.
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+ Technical Services include RPC's oil and gas service lines that utilize people
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+ and equipment to perform value-added completion, production and maintenance
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+ services directly to a customer's well. These services are generally directed
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+ toward improving the flow of oil and natural gas from producing formations or to
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+ address well control issues. The Technical Services business segment consists
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+ primarily of snubbing, coiled tubing, pressure pumping, nitrogen, well control,
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+ down-hole tools, wire line, fluid pumping, hot-tapping, gate valve drilling and
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+ casing installation services. The principal markets for this business segment
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+ include the United States, including the Gulf of Mexico, mid-continent,
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+ southwest and Rocky Mountain regions, and international locations including
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+ primarily Algeria and Venezuela. Customers include major multi-national and
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+ independent oil and gas producers, and selected nationally owned oil companies.
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+ Support Services include RPC's oil and gas service lines that primarily provide
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+ equipment for customer use or services to assist customer operations. The
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+ equipment and services include drill pipe and related tools, pipe handling,
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+ inspection and storage services, work platform marine vessels, and oilfield
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+ training services. The demand for these services tends to be influenced
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+ primarily by customer drilling-related activity levels. The principal markets
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+ for this segment include the United States, Gulf of Mexico and mid-continent
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+ regions. Customers include domestic operations of major multi-national and
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+ independent oil and gas producers.
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+ TECHNICAL SERVICES
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+ The following is a description of the primary service lines conducted within the
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+ Technical Services business segment.
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+ SNUBBING. Snubbing involves using a high-pressure workover rig that permits an
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+ operator to repair damaged casing, production tubing and down-hole production
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+ equipment in a high-pressure environment. Using a series of highly sophisticated
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+ blowout
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+ 2
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+ prevention devices, a snubbing unit makes it possible to remove and
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+ replace down-hole equipment in a pressurized environment. Customers benefit
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+ because these operations can be performed without removing the pressure from or
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+ "killing" the well. "Killing" a well can result in formation damage and may
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+ cause difficulties on the subsequent repressurization. Typically, performing
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+ snubbing workover operations can be done quickly and is therefore more cost
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+ effective than alternative procedures. Since snubbing is a very hazardous
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+ process that entails high risk, the snubbing segment of the oil and gas services
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+ industry is limited to a few operators who have the experience and knowledge
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+ required to safely and efficiently perform such services.
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+ COILED TUBING. Coiled tubing services involve the injection of coiled tubing
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+ into wells to perform various applications and functions for use principally in
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+ well-servicing operations. Coiled tubing is a flexible steel pipe with a
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+ diameter of less than five inches manufactured in continuous lengths of
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+ thousands of feet and wound or coiled around a large reel on a truck or
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+ skid-mounted unit. Due to the small diameter of coiled tubing, it can be
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+ inserted through existing production tubing and used to perform workovers
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+ without using a larger, more costly workover rig. Principal advantages of
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+ employing coiled tubing in a workover include: (i) not having to "shut-in" the
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+ well during such operations, thereby allowing production to continue and
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+ reducing the risk of formation damage to the well, (ii) the ability to reel
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+ continuous coiled tubing in and out of a well significantly faster than
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+ conventional pipe which must be jointed and unjointed, (iii) the ability to
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+ direct fluids into a wellbore with more precision, allowing for localized
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+ stimulation treatments and providing a source of energy to power a down-hole
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+ motor or manipulate down-hole tools and (iv) enhanced access to remote or
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+ offshore fields due to the smaller size and mobility of a coiled tubing unit.
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+ Recent technological improvements to coiled tubing have increased its
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+ dependability and durability, expanding coiled tubing's potential uses and
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+ markets.
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+ PRESSURE PUMPING SERVICES. Cudd provides pumping services to customers
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+ throughout the Gulf Coast and mid-continent regions of the United States. Cudd
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+ utilizes complex, truck-or skid-mounted equipment designed and constructed for
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+ each specific pumping service offered. After such equipment is moved to a well
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+ location, it is configured with appropriate connections to perform the specific
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+ services required. The mobility of this equipment permits Cudd to provide
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+ pressure pumping services in varying geographic areas. Principal materials
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+ utilized in the pressure pumping business include fracturing proppants, acid and
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+ bulk chemical additives. Generally, these items are available from several
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+ suppliers, and Cudd utilizes more than one supplier for each item. Pressure
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+ Pumping Services offered include:
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+ Fracturing - Fracturing services are performed to enhance the production of
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+ oil and natural gas from formations where the well's natural flow is
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+ restricted due to permeability issues. The fracturing process consists of
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+ pumping a fluid gel into a cased well at sufficient pressure to "fracture"
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+ the formation. Sand, bauxite or synthetic proppant, which is suspended in
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+ the gel, is pumped into the fracture to prop it open. The main pieces of
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+ equipment used in the fracturing process are the blender, which blends the
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+ proppant and chemicals into the fracturing fluid, the pumping unit, which
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+ is capable of pumping significant volumes at high pressures, and a
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+ monitoring van loaded with real time monitoring equipment and computers
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+ used to control the fracturing process. In some cases, fracturing is
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+ performed by an acid solution pumped under pressure without a proppant or
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+ with small amounts of proppant. An important element of fracturing services
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+ is the design of the fracturing treatment, which includes determining the
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+ proper fracturing fluid, proppants and injection program to maximize
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+ results. Cudd's field engineering staff provides technical evaluation and
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+ job design recommendations as an integral element of its fracturing
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+ services.
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+ Acidizing - Acidizing services are performed to enhance the flow rate of
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+ oil and natural gas from wells with reduced flow caused by formation damage
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+ due to drilling or completion fluids, or the buildup over time of various
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+ materials that block the formation. Acidizing entails pumping large volumes
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+ of specially formulated acids into reservoirs to dissolve barriers and
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+ enlarge crevices in the formation, thereby eliminating obstacles to the
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+ flow of oil and natural gas. Cudd maintains a fleet of mobile acid
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+ transport and pumping units to provide acidizing services for the onshore
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+ market.
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+ NITROGEN. There are a number of uses for nitrogen, an inert gas, in pressure
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+ pumping operations. Used alone, it is effective in displacing fluids in various
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+ oilfield applications, including underbalanced drilling and pipeline purging.
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+ Nitrogen services are used principally in applications which support Cudd's
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+ coiled tubing, snubbing and pressure pumping services.
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+ WELL CONTROL. Cudd Pressure Control specializes in responding to and controlling
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+ oil and gas well emergencies, including blowouts and well fires domestically and
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+ internationally. In connection with these services, Cudd, along with Patterson
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+ Services, has the capacity to supply the equipment, expertise and personnel
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+ necessary to contain the oil and hazardous materials spills and discharges
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+ associated with such oil and gas well emergencies, to remediate affected sites
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+ and to restore affected oil and gas wells to production. In the last five years,
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+ Cudd has responded to well control situations in several international locations
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+ including Argentina, Australia, Bolivia, Colombia, Egypt, India, Peru, Taiwan
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+ and Venezuela.
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+ Cudd Pressure Control's professional firefighting staff has more than 340 years
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+ of aggregate industry experience in responding to well fires and blowouts. This
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+ team of 17 experts responds to well control projects where hydrocarbons are
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+ escaping from a well bore, regardless of whether a fire has occurred. In the
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+ most critical situations, there are explosive fires, loss of life, the
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+ destruction of drilling and production facilities, substantial environmental
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+ damage and the loss of hundreds of thousands of
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+ 3
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+ dollars per day in production revenue. Since these events ordinarily arise
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+ from equipment failures or human error, it is impossible to predict
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+ accurately the timing or scope of this work. Additionally, less critical
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+ events frequently occur in connection with the drilling of new wells into
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+ high-pressure reservoirs. In these situations, the blowout preventers and
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+ other safety systems on the drilling rig function according to design and
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+ Cudd is then called upon to supervise and assist in the well control effort
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+ so that drilling operations can resume as promptly as safety permits.
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+ DOWN-HOLE TOOLS. Cudd Pressure Control's division ThruTubing Solutions (TTS)
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+ provides proprietary down-hole motors and fishing tools to operators and service
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+ companies throughout the oil and gas industry. TTS' experience for reliable tool
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+ services allows it to work with virtually any coiled tubing unit or snubbing
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+ unit that is equipped for the task. TTS' engineered solutions are backed by more
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+ than 70 years of "hands on" experience.
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+ WIRELINE SERVICES. Cudd provides mechanical wireline services. A wireline
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+ unit is a spooled wire that can be unwound and lowered into a well carrying
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+ various types of tools. Wireline services are used for a variety of purposes,
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+ such as: accessing a well to assist in data acquisition or logging activities,
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+ fishing tool operations to retrieve lost or broken equipment, pipe recovery, and
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+ remedial activities. In addition, wireline services are an integral part of plug
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+ and abandonment services.
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+ SPECIAL SERVICES. When a valve malfunctions, the only solution may be to drill
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+ out the gate or the plug. If pressure is trapped, hot-tapping, a technique of
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+ drilling into a medium that is under pressure, is one method of relieving that
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+ pressure. Cudd Pressure Control maintains hot-tapping and valve drilling
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+ equipment capable of drilling out valve seats in an environment with up to
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+ 15,000 psi working pressure and hydrogen sulfide. In order to isolate wellheads,
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+ valves and other circulating equipment from subsurface or upstream pressure,
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+ Cudd Pressure Control also performs freezing operations.
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+ CASING AND TORQUE-TURN SERVICES. Casing and laydown principally consists of
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+ installing casing and production tubing into a wellbore. Casing is run to
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+ protect the structural integrity of the wellbore and to seal various zones in
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+ the well. These services are normally provided during the drilling and
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+ completion phases of a well. Production tubing is run inside the casing. Oil and
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+ natural gas are produced through the tubing. These services are provided during
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+ the completion and workover phases.
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+ Torque-Turn is used on tubulars in the deeper, higher pressure gas wells where
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+ connection integrity and leak resistance are most critical. By monitoring the
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+ makeup of connections with both torque and turns simultaneously, we are able to
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+ achieve the optimum bearing pressure between the connection. The level of
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+ bearing pressure directly affects the leak resistance of the connection. The use
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+ of the Torque-Turn system allows us to obtain the maximum bearing pressure
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+ without permanently deforming the material.
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+ SUPPORT SERVICES
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+ The following is a description of the primary service lines conducted within the
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+ Support Services business segment.
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+ RENTAL TOOLS - RPC rents specialized equipment for use with onshore and offshore
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+ oil and gas well drilling, completion and workover activities. The drilling and
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+ operation of oil and gas wells generally requires a variety of equipment. The
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+ equipment needed is in large part determined by the geological features of the
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+ well area and the size of the well itself. As a result, operators and drilling
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+ contractors often find it more economical to supplement their inventories with
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+ rental tools instead of maintaining a complete inventory of tools. RPC is
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+ strategically located to serve the major staging points for oil and gas
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+ activities in the Gulf of Mexico and mid-continent regions.
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+ RPC, through Patterson Rental Tools, offers a broad range of rental tools
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+ including:
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+ Blowout Preventors High Pressure Manifolds
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+ Coflexip Hoses Hydraulic Torque Wrenches
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+ Drill Collars Power Tongs
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+ Drill Pipe Pressure Control Equipment
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+ Flow Iron Test Pumps
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+ Gravel Pack Equipment Tubing
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+ Handling Tools Tubulars
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+ Hevi-wate Tubular Handling Tools
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+ MARINE SERVICES. A liftboat is a self-propelled, self-elevating work platform
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+ with legs, cranes and living accommodations. Our fleet consists of five
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+ liftboats, two of which have leg lengths of 200 feet or more. Upon arriving at a
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+ destination, a liftboat hydraulically lowers its legs until they are positioned
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+ on the ocean floor, and then jacks up until the work platform is sufficiently
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+ above the water level. Once positioned, the stability, open deck area, crane
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+ capacity, and relatively low cost of operation make liftboats ideal work
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+ platforms for a wide range of offshore activity from platform construction to
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+ plug and abandonment services. Our liftboats have either one or two cranes with
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+ lift capacities up to 75 tons. A liftboat's capability to reposition at a work
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+ site or to move to another location within a short time adds to its versatility.
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+ These boats are also subcontracted to customers in a bare
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+ 4
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+ boat charter, whereby
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+ RPC provides only the crew to operate the boat. In addition, liftboat services
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+ are also highly complementary to RPC's service lines within the Technical
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+ Services business segment as it relates to providing services offshore.
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+ PIPE INSPECTION AND HANDLING SERVICES. Pipe inspection services involve the
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+ inspection and testing of the integrity of pipe used in oil and gas wells. These
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+ services are provided primarily at RPC's inspection yards located on a water
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+ channel near Houston, Texas, and in Morgan City, Louisiana. Customers rely on
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+ tubular inspection services to avoid failure of in-service tubing, casing,
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+ flowlines, and drill pipe. Such tubular failures are expensive and in some cases
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+ catastrophic. All inspection equipment is maintained and calibrated in strict
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+ compliance with required specifications. In addition to electromagnetic
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+ inspections of tubulars from 2 3/8" to 13 5/8" and full length ultrasonic
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+ inspection of tubulars from 2 3/8" to 20," RPC offers ultrasonic weld line
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+ inspections and complete thread gauging. RPC's yard in Houston, Texas is
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+ equipped with bulkhead waterfronts, large capacity cranes, specially designed
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+ forklifts, and a computerized inventory system to serve a variety of other
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+ storage and handling issues.
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+ WELL CONTROL SCHOOL. Well Control School provides industry and government
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+ accredited training for the oil and gas industry. Well Control School provides
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+ this training in various formats including conventional classroom training,
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+ interactive computer training and mobile simulator training. Well Control
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+ School, through its division, Interactive Training Solutions (ITS), also
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+ develops customized training solutions for clients.
253
+ ENERGY PERSONNEL INTERNATIONAL. Energy Personnel International provides
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+ consultants to the oil and gas industry to meet customers' needs for staff
255
+ engineering and wellsite management.
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+ INDUSTRY
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+ UNITED STATES. The United States represents the largest single oilfield services
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+ market in the world. RPC provides its services to its U.S. customers through a
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+ network of strategic locations including the Gulf of Mexico, the mid-continent,
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+ the southwest and the Rocky Mountains. Demand for RPC's services in the U.S. is
261
+ driven by the current and projected prices of oil and natural gas and the
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+ resulting drilling activities. Our business tends to be extremely volatile and
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+ fluctuates with the price level of these commodities and customer
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+ production-enhancement activities.
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+ Due to aging oilfields and lower-cost sources of oil internationally, drilling
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+ activity in the U.S. has declined more than 75% from its peak in 1981. Record
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+ low drilling activity levels were experienced in 1986, 1992 and again in 1999,
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+ with April 1999 recording the lowest U.S. drilling rig count in recorded
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+ history.
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+ Currently, the industry is in the midst of a dramatic increase in drilling
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+ activity in North America. At the end of 2000, there were 1,114 working drilling
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+ rigs domestically compared to only 797 at the end of 1999, a one year increase
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+ of approximately 40 percent. Natural gas has been the key driver of the cyclical
274
+ recovery thus far. Since 1991, gas drilling rigs have typically represented just
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+ over 50 percent of the total drilling rig count. However, gas-directed drilling
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+ rigs have averaged approximately 80 percent of the total domestic drilling rig
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+ count since the record low seen in the second quarter of 1999. Demand for
278
+ natural gas is continuing to rise, primarily as a result of increased emphasis
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+ on gas-fired power generation. Based on the current demand for natural gas as
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+ well as the high depletion rates experienced over the past several years, it is
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+ anticipated that gas-directed drilling will represent at least 70 percent of the
282
+ total drilling rig count in the foreseeable future.
283
+ Thus, in North America the demand for our services and products associated with
284
+ natural gas development is currently more robust than demand related to oil
285
+ drilling. We expect to see continued improvement in oil exploration and
286
+ development in 2001 and we expect natural gas development activity will continue
287
+ in North America at the current improved levels as our customers seek to meet
288
+ increased demand and to replace depleting reserves and inventory levels.
289
+ INTERNATIONAL. RPC operates in several countries including the major
290
+ international oil and natural gas producing areas of Algeria, Argentina,
291
+ Bolivia, Colombia, Gabon, Indonesia, Mexico and Venezuela. RPC provides services
292
+ to its international customers through wholly-owned foreign subsidiaries or
293
+ branch locations. The international market is somewhat less volatile than the
294
+ U.S. market although prone to risk of political uncertainties. Due to the
295
+ significant investment and complexity in international projects, drilling
296
+ decisions relating to such projects tend to be evaluated and monitored with a
297
+ longer-term perspective with regard to oil and natural gas pricing.
298
+ Additionally, the international market is dominated by major oil companies and
299
+ national oil companies which tend to have different objectives and more
300
+ operating stability than the typical independent producer in the U.S.
301
+ International activities have been increasingly important to RPC's results of
302
+ operations since 1995, when RPC implemented a strategy to expand its
303
+ international presence.
304
+ GROWTH STRATEGIES
305
+ RPC's primary objective is to provide stockholders with excellent long-term
306
+ returns on their investment through income growth and asset appreciation. This
307
+ objective will be pursued through strategic investments and opportunities
308
+ designed to enhance the long-term value of RPC while improving market share,
309
+ product offerings and the profitability of existing businesses. Growth
310
+ 5
311
+ strategies are focused on selected areas and markets in which there exist
312
+ opportunities for higher market growth or penetration or enhanced returns
313
+ through consolidations or through the provision of proprietary value-added
314
+ products and services. RPC does not seek to provide all products and services
315
+ necessary for the exploration and development of oil and gas reserves. Rather it
316
+ intends to focus on specific market segments in which it believes that it has a
317
+ competitive advantage or there exists significant growth potential.
318
+ RPC seeks to expand its service capabilities through a combination of internal
319
+ growth, acquisitions, joint ventures and strategic alliances. Because of the
320
+ fragmented nature of the oil and gas services industry, RPC believes a number of
321
+ attractive acquisition opportunities exist. The oil and gas services business is
322
+ generally characterized by a small number of dominant global competitors and a
323
+ significant number of locally oriented businesses, many of which tend to be
324
+ viable acquisition targets. RPC believes that the owners of locally oriented
325
+ companies may be willing to consider becoming part of a larger organization.
326
+ CUSTOMERS
327
+ Demand for RPC's services and products depends primarily upon the number of oil
328
+ and natural gas wells being drilled, the depth and drilling conditions of such
329
+ wells, the number of well completions and the level of workover activity
330
+ worldwide. RPC's principal customers consist of major and independent oil and
331
+ natural gas producing companies. During 2000 RPC provided oilfield services to
332
+ several hundred customers, none of which accounted for more than 10 percent of
333
+ consolidated revenues. While the loss of certain of RPC's largest customers
334
+ could have a material adverse effect on Company revenues and operating results
335
+ in the near term, management believes RPC would be able to obtain other
336
+ customers for its services in the event of a loss of any of its largest
337
+ customers.
338
+ COMPETITION
339
+ RPC operates in highly competitive areas of the oilfield services industry. The
340
+ products and services of each of RPC's principal industry segments are sold in
341
+ highly competitive markets, and its revenues and earnings are affected by
342
+ changes in prices, fluctuations in the level of activity in major markets,
343
+ general economic conditions and governmental regulation. RPC competes with the
344
+ oil and gas industry's largest integrated oilfield services companies. RPC
345
+ believes that the principal competitive factors in the market areas that it
346
+ serves are product and service quality, availability, price and technical
347
+ proficiency.
348
+ FACILITIES/EQUIPMENT
349
+ RPC's equipment consists primarily of oil and gas services equipment used either
350
+ in servicing customer wells or provided on a rental basis for customer use.
351
+ Substantially all of this equipment is owned and unencumbered. RPC both owns and
352
+ leases regional and district facilities from which its oilfield services are
353
+ provided to land-based and offshore customers. RPC's principal executive offices
354
+ in Atlanta, Georgia are leased. RPC believes that its facilities are adequate
355
+ for its current operations. RPC owns and operates five offshore liftboats,
356
+ including three in Venezuela and two in the Gulf of Mexico. For additional
357
+ information with respect to RPC's lease commitments, see Note 9 of the Notes to
358
+ Consolidated Financial Statements.
359
+ GOVERNMENTAL REGULATION
360
+ RPC's business is significantly affected by state and federal laws and other
361
+ regulations relating to the oil and gas industry. RPC cannot predict the level
362
+ of enforcement of existing laws and regulations or how such laws and regulations
363
+ may be interpreted by enforcement agencies or court rulings, whether additional
364
+ laws and regulations will be adopted, or the effect such changes may have on it,
365
+ its businesses or financial condition.
366
+ INTELLECTUAL PROPERTY
367
+ RPC uses several patented items in its operations, which management believes are
368
+ important but are not indispensable to RPC's operations. Although RPC
369
+ anticipates seeking patent protection when possible, it relies to a greater
370
+ extent on the technical expertise and know-how of its personnel to maintain its
371
+ competitive position.
372
+ EMPLOYEES
373
+ As of December 31, 2000, RPC had approximately 2,300 employees, comprising 1,500
374
+ in the continuing operations and 800 in the discontinued operation. None of the
375
+ employees is represented by a union or covered by a collective bargaining
376
+ agreement. RPC believes that it has good relations with its employees.
377
+ DISCONTINUED OPERATION
378
+ In January 2000, RPC announced plans to spin-off Chaparral Boats, Inc.
379
+ ("Chaparral"), the recreational powerboat manufacturing business of RPC, to
380
+ RPC's stockholders. RPC accomplished the spin-off by contributing 100% of the
381
+ issued and outstanding stock of Chaparral to Marine Products, a newly formed
382
+ wholly-owned subsidiary of RPC, and then distributing the common stock of Marine
383
+ Products to RPC stockholders effective February 28, 2001. As part of the
384
+ transaction, RPC's stockholders received 0.6 shares of Marine Products common
385
+ stock for every one share of RPC common stock owned as of February 16, 2001, the
386
+ record date for the spin-off. Marine Products is listed on the American Stock
387
+ Exchange and traded under the ticker symbol MPX.
388
+ 6
389
+ In connection with the spin-off, RPC and Marine Products entered into an
390
+ Agreement Regarding Distribution and Plan of Reorganization (the "Distribution
391
+ Agreement"), providing for the principal corporate transactions required to
392
+ effect the spin-off.
393
+ In addition to the Distribution Agreement, RPC and Marine Products also entered
394
+ into other agreements governing the spin-off and the subsequent relationship
395
+ between the two companies, including a Tax Sharing Agreement, an Employee
396
+ Benefits Agreement and a Transition Support Services Agreement.
397
+ No consideration was payable by RPC stockholders for the shares of Marine
398
+ Products common stock received in the spin-off, nor were RPC stockholders
399
+ required to surrender or exchange shares of RPC common stock or take any other
400
+ action in order to receive the Marine Products shares pursuant to the spin-off.
401
+ RPC's powerboat manufacturing business segment has been classified for
402
+ accounting purposes as a discontinued operation in light of the spin-off of that
403
+ business to RPC stockholders. This business is conducted through Marine
404
+ Products, a newly formed holding company, the primary asset of which consists of
405
+ the stock of Chaparral.
406
+ RISK FACTORS
407
+ DEMAND FOR OUR PRODUCTS AND SERVICES IS AFFECTED BY THE VOLATILITY OF OIL
408
+ PRICES.
409
+ Oil prices affect demand throughout the oil and natural gas industry, including
410
+ the demand for our products and services. Our business depends in large part on
411
+ the conditions of the oil and gas industry, and specifically on the capital
412
+ expenditures of our customers related to the exploration and production of oil
413
+ and natural gas. When these expenditures decline, our customers' demand for our
414
+ services declines.
415
+ Although the production sector of the oil and gas industry is less immediately
416
+ affected by changing prices, and, as a result, less volatile than the
417
+ exploration sector, producers react to declining oil and gas prices by reducing
418
+ expenditures. This would adversely affect our business. A prolonged low level of
419
+ activity in the oil and gas industry will adversely affect the demand for our
420
+ products and services and our financial condition and results of operations.
421
+ WE MAY BE UNABLE TO COMPETE IN THE HIGHLY COMPETITIVE OIL AND GAS INDUSTRY IN
422
+ THE FUTURE.
423
+ We operate in highly competitive areas of the oilfield services industry. The
424
+ products and services of each of our principal industry segments are sold in
425
+ highly competitive markets, and our revenues and earnings may be affected by the
426
+ following factors: changes in competitive prices, fluctuations in the level of
427
+ activity and major markets, general economic conditions, and governmental
428
+ regulation. We compete with the oil and gas industry's largest integrated
429
+ oilfield service providers. We believe that the principal competitive factors in
430
+ the market areas that we serve are product and service quality and availability,
431
+ reputation for safety, technical proficiency and price. Although we believe that
432
+ our reputation for safety and quality service is good, we cannot assure you that
433
+ we will be able to maintain our competitive position.
434
+ WE MAY BE UNABLE TO IDENTIFY OR COMPLETE ACQUISITIONS.
435
+ Acquisitions have been and will continue to be a key element of our business
436
+ strategy. We cannot assure you that we will be able to identify and acquire
437
+ acceptable acquisition candidates on terms favorable to us in the future. We may
438
+ be required to incur substantial indebtedness to finance future acquisitions and
439
+ also may issue equity securities in connection with such acquisitions. The
440
+ issuance of additional equity securities could result in significant dilution to
441
+ our stockholders. We cannot assure you that we will be able to consolidate
442
+ successfully the operations and assets of any acquired business with our own
443
+ business. Any inability on our part to consolidate and manage the growth from
444
+ acquired businesses could have a material adverse effect on our results of
445
+ operations and financial condition.
446
+ OUR OPERATIONS ARE AFFECTED BY ADVERSE WEATHER CONDITIONS.
447
+ Our operations are directly affected by the weather conditions in the Gulf of
448
+ Mexico and Gulf Coast regions. Due to seasonal differences in weather patterns,
449
+ our crews may operate more days in some periods than others. Rainy weather,
450
+ hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf
451
+ Coast throughout the year may also affect our operations. Accordingly, our
452
+ operating results may vary from quarter to quarter, depending on factors outside
453
+ of our control.
454
+ OUR INABILITY TO ATTRACT AND RETAIN SKILLED WORKERS MAY IMPAIR GROWTH POTENTIAL
455
+ AND PROFITABILITY.
456
+ Our ability to remain productive and profitable will depend substantially on
457
+ our ability to attract and retain skilled workers. Our ability to expand our
458
+ operations is in part impacted by our ability to increase our labor force.
459
+ The demand for skilled oil and gas services employees in the Gulf Coast
460
+ region is high and the supply is very limited. A significant increase in the
461
+ wages paid by competing employers could result in a reduction in our skilled
462
+ labor force, increases in the wage rates paid by us, or both. If either of
463
+ these events occurred, our capacity and profitability could be diminished and
464
+ our growth potential could be impaired.
465
+ 7
466
+ OUR INABILITY TO PERFORM SERVICES FOR A NUMBER OF OUR LARGE EXISTING CUSTOMERS
467
+ COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND OPERATIONS.
468
+ Our inability to continue to perform services for a number of our large
469
+ existing customers could have a material adverse effect on our business and
470
+ operations. Substantially all of our customers are engaged in the energy
471
+ industry. This concentration of customers may impact our overall exposure to
472
+ credit risk, either positively or negatively, in that customers may be
473
+ similarly affected by changes in economic and industry conditions. We perform
474
+ ongoing credit evaluations of our customers and do not generally require
475
+ collateral in support of our trade receivables. While we maintain reserves
476
+ for potential credit losses, our actual losses have historically been within
477
+ expectations.
478
+ OUR BUSINESS HAS POTENTIAL LIABILITY FOR PERSONAL INJURY AND PROPERTY DAMAGE
479
+ CLAIMS.
480
+ Our operations involve the use of heavy equipment and exposure to inherent
481
+ risks, including blowouts, explosions and fires. If any of these events were to
482
+ occur, this could result in liability for personal injury and property damage,
483
+ pollution or other environmental hazards or loss of production. Litigation may
484
+ arise from a catastrophic occurrence at a location where our equipment and
485
+ services are used. This could result in large claims for damages. The frequency
486
+ and severity of such incidents will affect our operating costs, insurability and
487
+ relationships with customers, employees and regulators. This could have a
488
+ material adverse effect on us. We maintain what we believe is prudent insurance
489
+ protection. We cannot assure you that we will be able to maintain adequate
490
+ insurance in the future at rates we consider reasonable or that our insurance
491
+ coverage will be adequate to cover future claims that may arise.
492
+ OUR OPERATIONS MAY BE AFFECTED IF WE ARE UNABLE TO COMPLY WITH REGULATORY AND
493
+ ENVIRONMENTAL LAWS.
494
+ Our business is significantly affected by environmental laws and other
495
+ regulations relating to the oil and gas industry and by changes in such laws and
496
+ the level of enforcement of such laws. We are unable to predict the level of
497
+ enforcement of existing laws and regulations, how such laws and regulations may
498
+ be interpreted by enforcement agencies or court rulings, or whether additional
499
+ laws and regulations will be adopted. The adoption of laws and regulations
500
+ curtailing exploration and development drilling for oil and gas in our areas of
501
+ operations for economic, environmental or other policy reasons would adversely
502
+ affect our operations by limiting demand for our services. We also have
503
+ potential environmental liabilities with respect to our offshore and onshore
504
+ operations. We believe that our present operations substantially comply with
505
+ applicable federal and state pollution control and environmental protection laws
506
+ and regulations. We also believe that compliance with such laws has had no
507
+ material adverse effect on our operations to date. However, such environmental
508
+ laws are changed frequently. We are unable to predict whether environmental laws
509
+ will in the future materially adversely affect our operations and financial
510
+ condition.
511
+ OUR INTERNATIONAL OPERATIONS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
512
+ BUSINESS.
513
+ Our operations in Venezuela, Algeria and other foreign countries, although
514
+ presently limited, are subject to risks inherent in doing business in foreign
515
+ countries. These risks include, but are not limited to, political changes,
516
+ expropriation, currency restrictions and changes in currency exchange rates,
517
+ taxes, and boycotts and other civil disturbances. Although it is impossible to
518
+ predict the likelihood of such occurrences or their effect on our operations,
519
+ our management believes that these risks are acceptable. However, the occurrence
520
+ of any one of these events could have a material adverse effect on our
521
+ operations.
522
+ OUR COMMON STOCK PRICE MAY BE ADVERSELY AFFECTED BY CHANGES IN OIL AND GAS
523
+ PRICES AND THE SUPPLY AND DEMAND FOR OIL AND GAS.
524
+ Historically, and in recent months in particular, the market price of common
525
+ stock of companies engaged in the oil and gas services industry has been
526
+ highly volatile. Likewise, the market price of our common stock has varied
527
+ significantly in the past. Changes in oil and natural gas prices, changes in
528
+ the demand for oil and natural gas exploration, and changes in the supply and
529
+ demand for oil and natural gas have all been factors affecting the price of
530
+ our common stock.
raw/filings/0000742278/2000/0000912057-01-505166/item13.txt ADDED
@@ -0,0 +1,6 @@
 
 
 
 
 
 
 
1
+ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
2
+ Information concerning certain relationships and related transactions is
3
+ included in the RPC Proxy for its 2001 Annual Meeting of Stockholders, in the
4
+ sections entitled "Certain Relationships and Related Transactions" and
5
+ "Compensation Committee Interlocks and Insider Participation." This information
6
+ is incorporated herein by reference.
raw/filings/0000742278/2000/0000912057-01-505166/item9a.txt ADDED
File without changes
raw/filings/0000742278/2000/0000912057-01-505166/rp_note.txt ADDED
File without changes
raw/filings/0000742278/2000/0000912057-01-505166/rpt_disclosure.txt ADDED
@@ -0,0 +1,12 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
2
+ Prior to June 30, 1984, the Company was a wholly-owned subsidiary of Rollins, Inc. ("Rollins"). On June 30, 1984, Rollins effected a
3
+ spin-off distribution to its stockholders of all of the outstanding shares of the Company (the "Rollins Spin-off"). Messrs. Gary W. Rollins and R. Randall Rollins, named
4
+ in the table under "Capital Stock" on page 2, have substantially similar interests in Rollins as they do in the Company.
5
+ The
6
+ Company receives certain administrative services from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement
7
+ basis and are terminable on six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges to the
8
+ Company (or to corporations which are subsidiaries of the Company) for such services aggregated $30,200 in 2000.
9
+ 12
10
+ Effective February 28, 2001, the Company will provide certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide
11
+ for the provision of services on a cost reimbursement basis and are terminable on 30 days notice. The services covered by these agreements include administration of certain employee benefit programs
12
+ and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services will be billed to Marine Products starting in March, 2001.
raw/filings/0000742278/2001/0000912057-02-011203/filing.txt ADDED
The diff for this file is too large to render. See raw diff
 
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2
+ 0000742278,RES,RPC INC,10-K405,2002-03-22,2001-12-31,2002-03-22T05:00:00.000Z,0000912057-02-011203,a2074107z10-k405.htm,10-K405,444566,0,0,https://www.sec.gov/Archives/edgar/data/742278/000091205702011203/a2074107z10-k405.htm,https://www.sec.gov/Archives/edgar/data/742278/000091205702011203/,2001,2001,1
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1
+ ITEM 1. BUSINESS
2
+ RPC, Inc. ("RPC") is a Delaware corporation originally organized in 1984 as part of a spin-off from Rollins, Inc. (NYSE:ROL). Two of
3
+ RPC's businesses, Cudd Pressure Control ("Cudd") and Patterson Services ("Patterson"), have been in operation for more than 20 years. Effective February 28, 2001, RPC completed the
4
+ spin-off of its powerboat manufacturing business through a distribution of shares of Marine Products Corporation ("Marine Products"). See "Discontinued Operation" for additional
5
+ information.
6
+ RPC
7
+ provides a broad range of specialized oilfield services and equipment primarily to independent and major oilfield companies engaged in the exploration, production and development of
8
+ oil and gas properties throughout the United States, including the Gulf of Mexico, mid-continent, southwest and Rocky Mountain regions, and in selected international markets. The services
9
+ and equipment provided include among other things, (1) snubbing services, (2) coiled tubing services, (3) pressure pumping services, (4) marine services,
10
+ (5) firefighting and well control, and (6) the rental of drill pipe and other specialized oilfield equipment. RPC acts as a holding company for its operating subsidiaries, Cudd Pressure
11
+ Control, Inc., Patterson Services, Inc. and Patterson Tubular Services, Inc. together with several smaller non-core businesses.
12
+ RPC's
13
+ service lines have been aggregated into two reportable oil and gas services business segments—Technical Services and Support Services—because of the
14
+ similarities between the financial performance and approach to managing these service lines within each of the segments as well as the economic and business conditions impacting their business
15
+ activity levels. The other business segment includes information concerning RPC's business units that do not qualify for separate segment reporting. These business units include an overhead crane
16
+ fabricator, and other non-oilfield operations.
17
+ Technical
18
+ Services include RPC's oil and gas service lines that utilize people and equipment to perform value-added completion, production and maintenance services directly to a
19
+ customer's well. These services are generally directed toward improving the flow of oil and natural gas from producing formations or to address well control issues. The Technical Services business
20
+ segment consists primarily of snubbing, coiled tubing, pressure pumping, nitrogen, well control, down-hole tools, wire line, fluid pumping, hot-tapping, gate valve drilling and
21
+ casing installation services. The principal markets for this
22
+ 2
23
+ business segment include the United States, including the Gulf of Mexico, mid-continent, southwest and Rocky Mountain regions, and international locations including primarily Africa,
24
+ Latin America and Canada. Customers include major multi-national and independent oil and gas producers, and selected nationally owned oil companies.
25
+ Support
26
+ Services include RPC's oil and gas service lines that primarily provide equipment for customer use or services to assist customer operations. The equipment and services include
27
+ drill pipe and related tools, pipe handling, inspection and storage services, work platform marine vessels, and oilfield training services. The demand for these services tends to be influenced
28
+ primarily by customer drilling-related activity levels. The principal markets for this segment include the United States, Gulf of Mexico and mid-continent regions. Customers include
29
+ domestic operations of major multi-national and independent oil and gas producers.
30
+ Technical Services
31
+ The following is a description of the primary service lines conducted within the Technical Services business segment:
32
+ Snubbing. Snubbing involves using a high-pressure workover rig that permits an operator to repair damaged casing,
33
+ production tubing and down-hole production equipment in a high-pressure environment. A snubbing unit makes it possible to remove and replace down-hole equipment in
34
+ a pressurized environment. Customers benefit because these operations can be performed without removing the pressure from or "killing" the well. Since snubbing is a very hazardous process that entails
35
+ high risk, the snubbing segment of the oil and gas services industry is limited to a few operators who have the experience and knowledge required to safely and efficiently perform such services.
36
+ Coiled Tubing. Coiled tubing services involve the injection of coiled tubing into wells to perform various applications and
37
+ functions for use principally in well-servicing operations. Coiled tubing is a flexible steel pipe with a diameter of less than five inches manufactured in continuous lengths of thousands
38
+ of feet and wound or coiled around a large reel. It can be inserted through existing production tubing and used to perform workovers without using a larger, more costly workover rig. Principal
39
+ advantages of employing coiled tubing in a workover include: (i) not having to "shut-in" the well during such operations, (ii) the ability to reel continuous coiled tubing in
40
+ and out of a well significantly faster than conventional pipe, (iii) the ability to direct fluids into a wellbore with more precision, and (iv) enhanced access to remote or offshore
41
+ fields due to the smaller size and mobility of a coiled tubing unit.
42
+ Pressure Pumping Services. Cudd provides pumping services to customers throughout the Gulf Coast and
43
+ mid-continent regions of the United States. Cudd utilizes complex, truck or skid-mounted equipment designed and constructed for each specific pumping service offered. The
44
+ mobility of this equipment permits Cudd to provide pressure pumping services in varying geographic areas. Principal materials utilized in the pressure pumping business include fracturing proppants,
45
+ acid and bulk chemical additives. Generally, these items are available from several suppliers, and Cudd utilizes more than one supplier for each item. Pressure Pumping Services offered include:
46
+ Fracturing—Fracturing
47
+ services are performed to enhance the production of oil and natural gas from formations where the well's natural flow is restricted due to permeability issues. The
48
+ fracturing process consists of pumping a fluid gel into a cased well at sufficient pressure to "fracture" the formation at desired depths. Sand, bauxite or synthetic proppant, which is suspended in
49
+ the gel, is pumped into the fracture to prop it open. In some cases, fracturing is performed by an acid solution pumped under pressure without a proppant or with small amounts of proppant.
50
+ 3
51
+ Acidizing—Acidizing
52
+ services are performed to enhance the flow rate of oil and natural gas from wells with reduced flow caused by formation damage due to drilling or completion fluids, or
53
+ the buildup over time of various materials that block the formation. Acidizing entails pumping large volumes of specially formulated acids into reservoirs to dissolve barriers and enlarge crevices in
54
+ the formation, thereby eliminating obstacles to the flow of oil and natural gas.
55
+ Nitrogen. There are a number of uses for nitrogen, an inert gas, in providing services to our oilfield customers. Used alone,
56
+ it is effective in displacing fluids in various oilfield applications, including underbalanced drilling and pipeline purging.
57
+ Well Control. Cudd Pressure Control specializes in responding to and controlling oil and gas well emergencies, including
58
+ blowouts and well fires domestically and internationally. In connection with these services, Cudd, along with Patterson Services, has the capacity to supply the equipment, expertise and personnel
59
+ necessary to restore affected oil and gas wells to production. In the last five years, Cudd has responded to well control situations in several international locations including Argentina, Australia,
60
+ Bolivia, Colombia, Egypt, India, Peru, Taiwan and Venezuela.
61
+ Cudd
62
+ Pressure Control's professional firefighting staff has more than 340 years of aggregate industry experience in responding to well
63
+ fires and blowouts. This team of 17 experts responds to well control projects where hydrocarbons are escaping from a well bore, regardless of whether a
64
+ fire has occurred. In the most critical situations, there are explosive fires, the destruction of drilling and production facilities, substantial environmental damage and the loss of hundreds of
65
+ thousands of dollars per day in production revenue. Since these events ordinarily arise from equipment failures or human error, it is impossible to predict accurately the timing or scope of this work.
66
+ Additionally, less critical events frequently occur in connection with the drilling of new wells into high-pressure reservoirs. In these situations, Cudd is called upon to supervise and
67
+ assist in the well control effort so that drilling operations can resume as promptly as safety permits.
68
+ Down-hole Tools. Cudd Pressure Control's division, ThruTubing Solutions (TTS) provides proprietary
69
+ down-hole motors and fishing tools to operators and service companies throughout the oil and gas industry. TTS' experience for reliable tool services allows it to work with virtually any
70
+ coiled tubing unit or snubbing unit that is equipped for the task.
71
+ Wireline Services. Cudd provides mechanical wireline services. A wireline unit is a spooled wire that can be unwound and
72
+ lowered into a well carrying various types of tools. Wireline services are used for a variety of purposes, such as: accessing a well to assist in data acquisition or logging activities, fishing tool
73
+ operations to retrieve lost or broken equipment, pipe recovery, and remedial activities. In addition, wireline services are an integral part of plug and abandonment services.
74
+ Special Services. When a valve malfunctions, the only solution may be to drill out the gate or the plug. If pressure is
75
+ trapped, hot-tapping, a technique of drilling into a medium that is under pressure, is one method of relieving that pressure. Cudd Pressure Control maintains hot-tapping and
76
+ valve drilling
77
+ equipment capable of drilling out valve seats in an environment with up to 15,000 psi working pressure and hydrogen sulfide. In order to isolate wellheads, valves and other circulating equipment from
78
+ subsurface or upstream pressure, Cudd Pressure Control also performs freezing operations.
79
+ Casing and Torque-Turn Services. Casing and laydown principally consists of installing casing and production
80
+ tubing into a wellbore. Casing is run to protect the structural integrity of the wellbore and to seal various production zones in the well. These services are normally provided during the drilling and
81
+ completion phases of a well. Production tubing is run inside the casing. Oil and natural gas are produced through the tubing. These services are provided during the completion and workover phases.
82
+ 4
83
+ Torque-Turn
84
+ is used on tubulars in the deeper, higher pressure gas wells where connection integrity and leak resistance are most critical. By monitoring the makeup of
85
+ connections with both torque and turns simultaneously, we are able to achieve the optimum bearing pressure between the connection. The level of bearing pressure directly affects the leak resistance of
86
+ the connection. The use of the Torque-Turn system allows us to obtain the maximum bearing pressure without permanently deforming the material.
87
+ Support Services
88
+ The following is a description of the primary service lines conducted within the Support Services business segment:
89
+ Rental Tools. RPC rents specialized equipment for use with onshore and offshore oil and gas well drilling, completion and
90
+ workover activities. The drilling and operation of oil and gas wells generally require a variety of equipment. The equipment needed is in large part determined by the geological features of the well
91
+ area and the size of the well itself. As a result, operators and drilling contractors often find it more economical to supplement their inventories with rental tools instead of maintaining a complete
92
+ inventory of tools. RPC is strategically located to serve the major staging points for oil and gas activities in the Gulf of Mexico and mid-continent regions.
93
+ RPC,
94
+ through Patterson Rental Tools, offers a broad range of rental tools including:
95
+ Blowout Preventors
96
+ High Pressure Manifolds
97
+ Coflexip Hoses
98
+ Hydraulic Torque Wrenches
99
+ Drill Collars
100
+ Power Tongs
101
+ Drill Pipe
102
+ Pressure Control Equipment
103
+ Flow Iron
104
+ Test Pumps
105
+ Gravel Pack Equipment
106
+ Tubing
107
+ Handling Tools
108
+ Tubulars
109
+ Hevi-wate
110
+ Tubular Handling Tools
111
+ Marine Services. A liftboat is a self-propelled, self-elevating work platform with legs, cranes and
112
+ living accommodations. Our fleet consists of five liftboats, two of which have leg lengths of 200 feet or more. Upon arriving at a destination, a liftboat hydraulically lowers its legs until they are
113
+ positioned on the ocean floor, and then jacks up until the work platform is sufficiently above the water level. Once positioned, the stability, open deck area, crane capacity, and relatively low cost
114
+ of operation make liftboats ideal work platforms for a wide range of offshore activity from platform construction to plug and abandonment services. Our liftboats have either one or two cranes with
115
+ lift capacities up to 75 tons. A liftboat's capability to reposition at a work site or to move to another location within a short time adds to its versatility. In addition, liftboat services are also
116
+ highly complementary to RPC's service lines within the Technical Services business segment as it relates to providing services offshore.
117
+ Pipe Inspection and Handling Services. Pipe inspection services involve the inspection and testing of the integrity of pipe
118
+ used in oil and gas wells. These services are provided primarily at RPC's inspection yards located on a water channel near Houston, Texas, and in Morgan City, Louisiana. Customers rely on tubular
119
+ inspection services to avoid failure of in-service tubing, casing, flowlines, and drill pipe. Such tubular failures are expensive and in some cases catastrophic RPC's yard in Houston,
120
+ Texas is equipped with bulkhead waterfronts, large capacity cranes, specially designed forklifts, and a computerized inventory system to serve a variety of other storage and handling issues.
121
+ Well Control School. Well Control School provides industry and government accredited training for the oil and gas industry.
122
+ Well Control School provides this training in various formats including
123
+ 5
124
+ conventional classroom training, interactive computer training and mobile simulator training. Well Control School also develops customized training solutions for clients.
125
+ Energy Personnel International. Energy Personnel International provides consultants to the oil and gas industry to meet
126
+ customers' needs for staff engineering and wellsite management.
127
+ Industry
128
+ United States. The United States represents the largest single oilfield services market in the world. RPC provides its
129
+ services to its U.S. customers through a network of strategic locations including the Gulf of Mexico, the mid-continent, the southwest and the Rocky Mountains. Demand for RPC's services in
130
+ the U.S. is driven by the current and projected prices of oil and natural gas and the resulting drilling and production activity levels. Our business tends to be extremely volatile and fluctuates with
131
+ the price level of these commodities and customer production-enhancement activities.
132
+ Due
133
+ to aging oilfields and lower-cost sources of oil internationally, drilling activity in the U.S. has declined more than 75% from its peak in 1981. Record low drilling
134
+ activity levels were experienced in 1986, 1992 and again in 1999, with April 1999 recording the lowest U.S. drilling rig count in recorded history.
135
+ Currently,
136
+ the industry is in the midst of a decrease in drilling activity in North America. At the end of 2001, there were 887 working drilling rigs domestically compared to 1,114 at
137
+ the end of 2000, a one year decrease of approximately 20 percent. Since 1991, gas drilling rigs have typically represented just over 50 percent of the total drilling rig count. However,
138
+ gas-directed drilling rigs have averaged approximately 80 percent of the total domestic drilling rig count since the record low seen in the second quarter of 1999. Demand for
139
+ natural gas is continuing to rise, primarily as a result of increased emphasis on gas-fired power generation. Based on the current demand for natural gas as well as the high well depletion
140
+ rates experienced over the past several years, it is anticipated that gas-directed drilling will represent at least 70 percent of the total drilling rig count in the foreseeable
141
+ future.
142
+ Thus,
143
+ in North America the demand for our services and products associated with natural gas development is currently more robust than demand related to oil drilling. We expect that the
144
+ tremendous downturn in domestic drilling activity that took place in the fourth quarter of 2001 will continue during the first part of 2002. Drilling activity, and demand for our services, will
145
+ increase when the domestic economy recovers and current high storage levels of natural gas decrease.
146
+ International. RPC operates in several countries including the major international oil and natural gas producing areas of
147
+ Algeria, Argentina, Bolivia, Canada, Cameroon, Colombia, Gabon, Indonesia, Mexico and Venezuela. RPC provides services to its international customers through wholly-owned foreign subsidiaries or
148
+ branch locations. The international market is somewhat less volatile than the
149
+ U.S. market although prone to risk of political uncertainties. Due to the significant investment requirement and complexity of international projects, drilling decisions relating to such projects tend
150
+ to be evaluated and monitored with a longer-term perspective with regard to oil and natural gas pricing. Additionally, the international market is dominated by major oil companies and
151
+ national oil companies which tend to have different objectives and more operating stability than the typical independent producer in the U.S. International activities have been increasingly important
152
+ to RPC's results of operations since 1995, when RPC implemented a strategy to expand its international presence. Refer to Note 13 in the Notes to Consolidated Financial Statements for further
153
+ details.
154
+ Growth Strategies
155
+ RPC's primary objective is to provide stockholders with excellent long-term returns on their investment through income growth and asset appreciation.
156
+ This objective will be pursued through strategic investments and opportunities designed to enhance the long-term value of RPC while
157
+ 6
158
+ improving market share, product offerings and the profitability of existing businesses. Growth strategies are focused on selected areas and markets in which there exist opportunities for higher
159
+ market growth or penetration or enhanced returns through consolidations or through the provision of proprietary value-added products and services. RPC intends to focus on specific market segments in
160
+ which it believes that it has a competitive advantage or there exists significant growth potential.
161
+ RPC
162
+ seeks to expand its service capabilities through a combination of internal growth, acquisitions, joint ventures and strategic alliances. Because of the fragmented nature of the oil
163
+ and gas services industry, RPC believes a number of attractive acquisition opportunities exist. The oil and gas services business includes a small number of dominant global competitors and a
164
+ significant number of locally oriented businesses, many of which tend to be viable acquisition targets.
165
+ Customers
166
+ Demand for RPC's services and products depends primarily upon the number of oil and natural gas wells being drilled, the depth and drilling conditions of such
167
+ wells, the number of well completions and the level of workover activity worldwide. RPC's principal customers consist of major and independent oil and natural gas producing companies. During 2001, RPC
168
+ provided oilfield services to several hundred customers, none of which accounted for more than 10 percent of consolidated revenues. While the loss of certain of RPC's largest customers could
169
+ have a material adverse effect on Company revenues and operating results in the near term, management believes RPC would be able to obtain other customers for its services in the event of a loss of
170
+ any of its largest customers.
171
+ Competition
172
+ RPC operates in highly competitive areas of the oilfield services industry. The products and services of each of RPC's principal industry segments are sold in
173
+ highly competitive markets, and its revenues and earnings are affected by changes in prices for our services, fluctuations in the level of activity in major markets, general economic conditions and
174
+ governmental regulation. RPC competes with the oil and gas industry's largest integrated oilfield services companies. RPC believes that the principal competitive factors in the market areas that it
175
+ serves are product and service quality, availability, price and technical proficiency.
176
+ Facilities/Equipment
177
+ RPC's equipment consists primarily of oil and gas services equipment used either in servicing customer wells or provided on a rental basis for customer use.
178
+ Substantially all of this equipment is owned and unencumbered. RPC both owns and leases regional and district facilities from which its oilfield services are provided to land-based and
179
+ offshore customers. RPC's principal executive offices in Atlanta, Georgia are leased. RPC believes that its facilities are adequate for its current operations. RPC owns and operates five offshore
180
+ liftboats. For additional information with respect to RPC's lease commitments, see Note 10 of the Notes to Consolidated Financial Statements.
181
+ Governmental Regulation
182
+ RPC's business is significantly affected by state and federal laws and other regulations relating to the oil and gas industry. RPC cannot predict the level of
183
+ enforcement of existing laws and regulations or how such laws and regulations may be interpreted by enforcement agencies or court rulings, whether additional laws and regulations will be adopted, or
184
+ the effect such changes may have on it, its businesses or financial condition.
185
+ 7
186
+ Intellectual Property
187
+ RPC uses several patented items in its operations, which management believes are important but are not indispensable to RPC's operations. Although RPC anticipates
188
+ seeking patent protection when possible, it relies to a greater extent on the technical expertise and know-how of its personnel to maintain its competitive position.
189
+ Employees
190
+ As of December 31, 2001, RPC had approximately 1,500 employees. None of the employees is represented by a union or covered by a collective bargaining
191
+ agreement. RPC believes that it has good relations with its employees.
192
+ Discontinued Operation
193
+ In January 2000, RPC announced plans to spin-off Chaparral Boats, Inc. ("Chaparral"), the recreational powerboat manufacturing business
194
+ of RPC, to RPC's stockholders. RPC accomplished the spin-off by contributing 100% of the issued and outstanding stock of Chaparral to Marine Products, a newly formed wholly-owned
195
+ subsidiary of RPC, and then distributing the common stock of Marine Products to RPC stockholders effective February 28, 2001. As part of the transaction, RPC's stockholders received 0.6 shares
196
+ of Marine Products common stock for every one share of RPC common stock owned as of February 16, 2001, the record date for the spin-off. Marine Products is listed on the American
197
+ Stock Exchange and traded under the ticker symbol MPX.
198
+ For
199
+ the first two months of 2001 and for the twelve months of 2000 and 1999, RPC's powerboat manufacturing business segment has been classified for accounting purposes as a discontinued
200
+ operation in light of the spin-off of that business to RPC stockholders.
201
+ Risk Factors
202
+ Demand for our products and services is affected by the volatility of oil prices.
203
+ Oil prices affect demand throughout the oil and natural gas industry, including the demand for our products and services. Our business depends in large part on
204
+ the conditions of the oil and gas industry, and specifically on the capital expenditures of our customers related to the exploration and production of oil and natural gas. When these expenditures
205
+ decline, our customers' demand for our services declines.
206
+ Although
207
+ the production sector of the oil and gas industry is less immediately affected by changing prices, and, as a result, less volatile than the exploration sector, producers react
208
+ to declining oil and gas prices by reducing expenditures. This would adversely affect our business. A prolonged low level of
209
+ activity in the oil and gas industry will adversely affect the demand for our products and services and our financial condition and results of operations.
210
+ We may be unable to compete in the highly competitive oil and gas industry in the future.
211
+ We operate in highly competitive areas of the oilfield services industry. The products and services of each of our principal industry segments are sold in highly
212
+ competitive markets, and our revenues and earnings may be affected by the following factors: changes in competitive prices, fluctuations in the level of activity and major markets, general economic
213
+ conditions, and governmental regulation. We compete with the oil and gas industry's largest integrated oilfield service providers. We believe that the principal competitive factors in the market areas
214
+ that we serve are product and service quality and availability, reputation for safety, technical proficiency and price. Although we believe that our reputation for safety and quality service is good,
215
+ we cannot assure you that we will be able to maintain our competitive position.
216
+ 8
217
+ We may be unable to identify or complete acquisitions.
218
+ Acquisitions have been and will continue to be a key element of our business strategy. We cannot assure you that we will be able to identify and acquire
219
+ acceptable acquisition candidates on terms favorable to us in the future. We may be required to incur substantial indebtedness to finance future acquisitions and also may issue equity securities in
220
+ connection with such acquisitions. The issuance of additional equity securities could result in significant dilution to our stockholders. We cannot assure you that we will be able to consolidate
221
+ successfully the operations and assets of any acquired business with our own business. Any inability on our part to consolidate and manage the growth from acquired businesses could have a material
222
+ adverse effect on our results of operations and financial condition.
223
+ Our operations are affected by adverse weather conditions.
224
+ Our operations are directly affected by the weather conditions in the Gulf of Mexico and Gulf Coast regions. Due to seasonal differences in weather patterns, our
225
+ crews may operate more days in some periods than others. Rainy weather, hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf Coast throughout the year may also affect our
226
+ operations. Accordingly, our operating results may vary from quarter to quarter, depending on factors outside of our control.
227
+ Our inability to attract and retain skilled workers may impair growth potential and profitability.
228
+ Our ability to remain productive and profitable will depend substantially on our ability to attract and retain skilled workers. Our ability to expand our
229
+ operations is in part impacted by our ability to increase our labor force. The demand for skilled oilfield employees is high and the supply is very limited. A significant increase in the wages paid by
230
+ competing employers could result in a reduction in our skilled labor force, increases in the wage rates paid by us, or both. If either of these events occurred, our capacity and profitability could be
231
+ diminished and our growth potential could be impaired.
232
+ Our inability to perform services for a number of our large existing customers could have a material adverse effect on our business and operations.
233
+ Our inability to continue to perform services for a number of our large existing customers could have a material adverse effect on our business and operations.
234
+ Substantially all of our customers are engaged in the energy industry. This concentration of customers may impact our overall exposure to credit risk, either positively or negatively, in that
235
+ customers may be similarly affected by changes in economic and industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our
236
+ trade receivables. We maintain reserves for estimated credit losses.
237
+ Our business has potential liability for personal injury and property damage claims.
238
+ Our operations involve the use of heavy equipment and exposure to inherent risks, including blowouts, explosions and fires. If any of these events were to occur,
239
+ this could result in liability for personal injury and property damage, pollution or other environmental hazards or loss of production. Litigation may arise from a catastrophic occurrence at a
240
+ location where our equipment and services are used. This could result in large claims for damages. The frequency and severity of such incidents will affect our operating costs, insurability and
241
+ relationships with customers, employees and regulators. This could have a material adverse effect on us. We maintain what we believe is prudent insurance protection. We cannot assure you that we will
242
+ be able to maintain adequate insurance in the future at rates we consider reasonable or that our insurance coverage will be adequate to cover future claims that may arise.
243
+ 9
244
+ Our operations may be affected if we are unable to comply with regulatory and environmental laws.
245
+ Our business is significantly affected by environmental laws and other regulations relating to the oil and gas industry and by changes in such laws and the level
246
+ of enforcement of such laws. We are unable to predict the level of enforcement of existing laws and regulations, how such laws and regulations may be interpreted by enforcement agencies or court
247
+ rulings, or whether additional laws and regulations will be adopted. The adoption of laws and regulations curtailing exploration and development of oil and gas fields in our areas of operations for
248
+ economic, environmental or other policy reasons would adversely affect our operations by limiting demand for our services. We also have potential environmental liabilities with respect to our offshore
249
+ and onshore operations. We believe that our present operations substantially comply with applicable federal and state pollution control and environmental protection laws and regulations. We also
250
+ believe that compliance with such laws has had no material adverse effect on our operations to date. However, such environmental laws are changed frequently. We are unable to predict whether
251
+ environmental laws will in the future materially adversely affect our operations and financial condition.
252
+ Our international operations could have a material adverse effect on our business.
253
+ Our operations in Africa, Canada and Latin America and other foreign countries, although presently limited, are subject to risks inherent in doing business in
254
+ foreign countries. These risks include, but are not limited to, political changes, expropriation, currency restrictions and changes in currency exchange rates, taxes, and boycotts and other civil
255
+ disturbances. Although it is impossible to predict the likelihood of such occurrences or their effect on our operations, our management believes that these risks are acceptable. However, the
256
+ occurrence of any one of these events could have a material adverse effect on our operations.
257
+ Our common stock price may be adversely affected by changes in oil and gas prices and the supply and demand for oil and gas.
258
+ Historically, and in recent months in particular, the market price of common stock of companies engaged in the oil and gas services industry has been highly
259
+ volatile. Likewise, the market price of our common stock has varied significantly in the past. Changes in oil and natural gas prices, changes in the demand for oil and natural gas exploration, and
260
+ changes in the supply and demand for oil and natural gas have all been factors affecting the price of our common stock.
raw/filings/0000742278/2001/0000912057-02-011203/item13.txt ADDED
@@ -0,0 +1,3 @@
 
 
 
 
1
+ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
2
+ Information concerning certain relationships and related transactions is included in the RPC Proxy for its 2002 Annual Meeting of Stockholders, in the sections
3
+ entitled "Certain Relationships and Related Transactions" and "Compensation Committee Interlocks and Insider Participation." This information is incorporated herein by reference.
raw/filings/0000742278/2001/0000912057-02-011203/item9a.txt ADDED
File without changes
raw/filings/0000742278/2001/0000912057-02-011203/rp_note.txt ADDED
@@ -0,0 +1,8 @@
 
 
 
 
 
 
 
 
 
1
+ Note 12: Related Party Transactions
2
+ Effective with the spin-off, the Company established a cash balance at Marine Products of approximately $15 million by transferring a total of
3
+ $13.8 million in cash and marketable securities. See Note 8 for further information. Effective February 28, 2001, the Company began providing certain administrative services to
4
+ Marine Products. The service agreements are more fully described in Note 2. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated
5
+ approximately $868,000 in 2001. The Company's directors are also directors of Marine Products and certain officers are employees of both the Company and Marine Products.
6
+ Also,
7
+ the Company periodically purchases in the ordinary course of business products or services from vendors who are owned by significant officers or shareholders of RPC. During 2001,
8
+ the total amounts paid to these affiliated parties totaled approximately $486,000.
raw/filings/0000742278/2001/0000912057-02-011203/rpt_disclosure.txt ADDED
@@ -0,0 +1,11 @@
 
 
 
 
 
 
 
 
 
 
 
 
1
+ CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
2
+ Effective February 28, 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products
3
+ and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months' notice. The services covered by these agreements include administration of certain
4
+ employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $454,000
5
+ in 2002. During 2002, a division of RPC conducted business with Chaparral Boats, Inc. ("Chaparral"), a subsidiary of Marine Products. The Company recorded $332,000 in revenues from Chaparral
6
+ related to the sale, installation and service of overhead cranes.
7
+ During
8
+ 2002, a subsidiary of RPC conducted business with a company owned by LOR, Inc. The officers, directors and stockholders of LOR, Inc. include Mr. R. Randall
9
+ Rollins, Chairman and Chief Executive Officer, and Mr. Gary W. Rollins, Director. In 2002, payments totaling approximately $381,000 were made to this LOR, Inc. company for the purchase
10
+ of parts and repair services related to certain of RPC's oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been
11
+ incurred for similar services from unaffiliated third parties.
raw/filings/0000742278/2002/0001047469-03-009676/filing.txt ADDED
The diff for this file is too large to render. See raw diff
 
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2
+ 0000742278,RES,RPC INC,10-K,2003-03-21,2002-12-31,2003-03-21T22:16:16.000Z,0001047469-03-009676,a2105863z10-k.htm,10-K,567817,0,0,https://www.sec.gov/Archives/edgar/data/742278/000104746903009676/a2105863z10-k.htm,https://www.sec.gov/Archives/edgar/data/742278/000104746903009676/,2002,2002,1
raw/filings/0000742278/2002/0001047469-03-009676/item1.txt ADDED
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1
+ ITEM 1. BUSINESS
2
+ Organization
3
+ RPC, Inc. ("RPC") is a Delaware corporation originally organized in 1984 as a holding company for several oilfield services companies. Two of RPC's
4
+ businesses, Cudd Pressure Control ("Cudd") and
5
+ Patterson Services ("Patterson"), have been in operation for more than 20 years. Effective February 28, 2001, RPC completed the spin-off of its powerboat manufacturing
6
+ business through a distribution of shares of Marine Products Corporation ("Marine Products").
7
+ Overview
8
+ RPC provides a broad range of specialized oilfield services and equipment primarily to independent and major oil and gas companies engaged in the exploration,
9
+ production and development of oil and gas properties throughout the United States, including the Gulf of Mexico, mid-continent, southwest and Rocky Mountain regions, and in selected
10
+ international markets. The services and equipment provided include, among other things, (1) snubbing services, (2) coiled tubing services, (3) pressure pumping services,
11
+ (4) nitrogen services, (5) firefighting and well control, (6) the rental of drill pipe and other specialized oilfield equipment, and (7) marine services. RPC acts as a
12
+ holding company for its operating subsidiaries, Cudd Pressure Control, Inc., Patterson Services, Inc. and Patterson Tubular Services, Inc. together with other smaller
13
+ non-core businesses.
14
+ Business Segments
15
+ RPC's service lines have been aggregated into two reportable oil and gas services business segments—Technical Services and Support
16
+ Services—because of the similarities between the financial performance and approach to managing the service lines within each of the segments as well as the economic and business
17
+ conditions impacting their business activity levels. The other business segment aggregates information concerning RPC's business units that do not qualify for separate segment reporting, including an
18
+ overhead crane fabricator and an interactive software training developer.
19
+ Technical
20
+ Services include RPC's oil and gas service lines that utilize people and equipment to perform value-added completion, production and maintenance services directly to a
21
+ customer's well.
22
+ 2
23
+ The demand for these services is generally influenced by customers' decisions to invest capital toward improving the flow of oil and natural gas from producing formations or to address well control
24
+ issues. This business segment consists primarily of snubbing, coiled tubing, pressure pumping, nitrogen, well control, down-hole tools, wire line, fluid pumping and casing installation
25
+ services. The principal markets for this business segment include the United States, including the Gulf of Mexico, mid-continent, southwest and Rocky Mountain regions, and international
26
+ locations including primarily Africa, Latin America and Canada. Customers include major multi-national and independent oil and gas producers, and selected nationally owned oil companies.
27
+ Support
28
+ Services include RPC's oil and gas service lines that primarily provide equipment for customer use or services to assist customer operations. The equipment and services include
29
+ drill pipe and related tools, pipe handling, inspection and storage services, work platform marine vessels and oilfield training
30
+ services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels. The principal markets for this segment include the United States, Gulf of Mexico
31
+ and mid-continent regions. Customers include domestic operations of major multi-national and independent oil and gas producers.
32
+ Technical Services
33
+ The following is a description of the primary service lines conducted within the Technical Services business segment:
34
+ Snubbing. Snubbing involves using a hydraulic workover rig that permits an operator to repair damaged casing, production
35
+ tubing and down-hole production equipment in a high-pressure environment. A snubbing unit makes it possible to remove and replace down-hole equipment in a
36
+ pressurized environment. Customers benefit because these operations can be performed without removing the pressure from the well, which stops production and can damage the formation, and because a
37
+ snubbing rig can perform many applications at a lower cost than other alternatives. Since snubbing is a very hazardous process that entails high risk, the snubbing segment of the oil and gas services
38
+ industry is limited to a relatively few operators who have the experience and knowledge required to perform such services safely and efficiently.
39
+ Coiled Tubing. Coiled tubing services involve the injection of coiled tubing into wells to perform various applications and
40
+ functions for use principally in well-servicing operations. Coiled tubing is a flexible steel pipe with a diameter of less than five inches manufactured in continuous lengths of thousands
41
+ of feet and wound or coiled around a large reel. It can be inserted through existing production tubing and used to perform workovers without using a larger, more costly workover rig. Principal
42
+ advantages of employing coiled tubing in a workover include: (i) not having to "shut-in" the well during such operations, (ii) the ability to reel continuous coiled tubing in
43
+ and out of a well significantly faster than conventional pipe, (iii) the ability to direct fluids into a wellbore with more precision, and (iv) enhanced access to remote or offshore
44
+ fields due to the smaller size and mobility of a coiled tubing unit.
45
+ Pressure Pumping. Pumping services are provided to customers throughout the Gulf Coast and mid-continent regions
46
+ of the United States and are generally utilized in production. Pressure pumping services involve using complex, truck or skid-mounted equipment designed and constructed for each specific
47
+ pumping service offered. The mobility of this equipment permits pressure pumping services to be performed in varying geographic areas. Principal materials utilized in the pressure pumping business
48
+ include fracturing proppants, acid and bulk chemical additives. Generally, these items are available
49
+ 3
50
+ from several suppliers, and the Company utilizes more than one supplier for each item. Pressure pumping services offered include:
51
+ Fracturing—Fracturing
52
+ services are performed to stimulate production of oil and natural gas by increasing the permeability of a formation. The fracturing process consists of pumping a
53
+ fluid gel into a cased well at sufficient pressure to fracture the formation at desired depths. Sand, bauxite or synthetic proppant, which is suspended in the gel, is pumped into the fracture. When
54
+ the pressure is released at the surface, the fluid gel returns to the well, but the proppant remain in the fracture, thus keeping it open so that oil and natural gas can flow through the fracture into
55
+ the well. In some cases, fracturing is performed in formations with a high amount of carbonate rock by an acid solution pumped under pressure without a proppant or with small amounts of proppant.
56
+ Acidizing—Acidizing
57
+ services are also performed to stimulate production of oil and natural gas, but they are used in wells that have undergone formation damage due to the buildup of
58
+ various materials that block the formation. Acidizing entails pumping large volumes of specially formulated acids into reservoirs to dissolve barriers and enlarge crevices in the formation, thereby
59
+ eliminating obstacles to the flow of oil and natural gas. Acidizing services can also enhance production in limestone formations.
60
+ Nitrogen. There are a number of uses for nitrogen, an inert, non-combustible element, in providing services to
61
+ oilfield customers and industrial users outside of the oilfield. For our oilfield customers, nitrogen can be used to clean drilling and production pipe and displace fluids in various drilling
62
+ applications. It also can be used to create a fire-retardant environment in hazardous blowout situations and as a fracturing medium for our fracturing service line. In addition to
63
+ fracturing, nitrogen serves as a compliment to our snubbing and coiled tubing service lines. For non-oilfield industrial users, nitrogen can be used to purge pipelines and create a
64
+ non-combustible environment. RPC stores and transports nitrogen and has a number of pumping unit configurations that inject nitrogen in its various applications. Some of these pumping
65
+ units are set up for use on offshore platforms or inland waters. RPC purchases its nitrogen in liquid form from several suppliers and believes that these sources of supply are adequate.
66
+ Well Control. Cudd Pressure Control specializes in responding to and controlling oil and gas well emergencies, including
67
+ blowouts and well fires domestically and internationally. In connection with these services, Cudd, along with Patterson Services, has the capacity to supply the equipment, expertise and personnel
68
+ necessary to restore affected oil and gas wells to production. In the last five years, the Company has responded to well control situations in several international locations including Argentina,
69
+ Australia, Bolivia, Colombia, Egypt, India, Peru, Taiwan and Venezuela.
70
+ The
71
+ Company's professional firefighting staff has more than 300 years of aggregate industry experience in responding to well fires and blowouts. This team of 16 experts responds
72
+ to well control projects where hydrocarbons are escaping from a well bore, regardless of whether a fire has occurred. In the most critical situations, there are explosive fires, the destruction of
73
+ drilling and production facilities, substantial environmental damage and the loss of hundreds of thousands of dollars per day in well operators' production revenue. Since these events ordinarily arise
74
+ from equipment failures or human error, it is impossible to predict accurately the timing or scope of this work. Additionally, less critical events frequently occur in connection with the drilling of
75
+ new wells in high-pressure reservoirs. In these situations, the Company is called upon to supervise and assist in the well control effort so that drilling operations can resume as promptly
76
+ as safety permits.
77
+ Down-hole Tools. ThruTubing Solutions ("TTS"), a division of the Company, provides services and proprietary
78
+ down-hole motors and fishing tools to operators and service companies in drilling and production operations. TTS' experience providing reliable tool services allows it to work in a
79
+ pressure environment with virtually any coiled tubing unit or snubbing unit that is equipped for the task.
80
+ 4
81
+ Wireline Services. A wireline unit is a spooled wire that can be unwound and lowered into a well carrying various types of
82
+ tools. Wireline services are used for a variety of purposes, such as accessing a well to assist in data acquisition or logging activities, fishing tool operations to retrieve lost or broken equipment,
83
+ pipe recovery and remedial activities. In addition, wireline services are an integral part of the plug and abandonment process, near the end of the life cycle of a well.
84
+ Casing and Laydown. Casing and laydown principally consists of installing casing and production tubing into a wellbore.
85
+ Casing is run to protect the structural integrity of the wellbore and to seal various production zones in the well. These services are normally provided during the drilling and completion phases of a
86
+ well. Production tubing is run inside the casing. Oil and natural gas are produced through the tubing. These services are provided during the completion and workover phases of a well.
87
+ Torque-Turn. Torque-Turn is used on tubulars in the deeper, higher pressure gas wells where
88
+ connection integrity and leak resistance are most critical. By monitoring the makeup of connections with both torque and turns simultaneously, we are able to achieve the optimum bearing pressure
89
+ between the connection. The level of bearing pressure directly affects the leak resistance of the connection. The use of the torque-turn system allows the maximum bearing pressure to be
90
+ achieved without permanently deforming the tubular material.
91
+ Support Services
92
+ The following is a description of the primary service lines conducted within the Support Services business segment:
93
+ Rental Tools. RPC rents specialized equipment for use with onshore and offshore oil and gas well drilling, completion and
94
+ workover activities. The drilling and operation of oil and gas wells generally require a variety of equipment. The equipment needed is in large part determined by the geological features of the
95
+ production zone and the size of the well itself. As a result, operators and drilling contractors often find it more economical to supplement their tool and tubulars inventories with rental items
96
+ instead of owning a complete inventory. RPC is strategically located to serve the major staging points for oil and gas activities in the Gulf of Mexico and mid-continent regions.
97
+ RPC,
98
+ through Patterson Rental Tools, offers a broad range of rental tools including:
99
+ Blowout Preventors
100
+ High Pressure Manifolds
101
+ Coflexip Hoses
102
+ Hydraulic Torque Wrenches
103
+ Drill Collars
104
+ Power Tongs
105
+ Drill Pipe
106
+ Pressure Control Equipment
107
+ Production Related Rental Tools
108
+ Test Pumps
109
+ Gravel Pack Equipment
110
+ Tubing
111
+ Handling Tools
112
+ Tubulars
113
+ Hevi-wate Pipe
114
+ Tubular Handling Tools
115
+ Marine Services. A liftboat is a self-propelled, self-elevating work platform with legs, cranes and
116
+ living accommodations. Our fleet consists of four liftboats, two of which have leg lengths of 200 feet. Upon arriving at a destination, a liftboat hydraulically lowers its legs until they are
117
+ positioned on the ocean floor, and then jacks up until the work platform is sufficiently above the water level. Once positioned, the stability, open deck area, crane capacity, and relatively low cost
118
+ of operation make liftboats ideal work platforms for a wide range of offshore activities, including platform construction, plug and abandonment services, and other non-oilfield related
119
+ construction work. Our liftboats have either one or two cranes with lift capacities up to 75 tons. A liftboat's capability to reposition at a work site or to move to another work location within a
120
+ short timeframe adds to its versatility. In addition,
121
+ 5
122
+ liftboat services are also highly complementary to RPC's service lines within the Technical Services business segment as it relates to providing services offshore.
123
+ Pipe Inspection and Handling Services. Pipe inspection services involve the inspection and testing of the integrity of pipe
124
+ used in oil and gas wells. These services are provided primarily at RPC's inspection yards located on a water channel near Houston, Texas, and in Morgan City, Louisiana. Customers rely on tubular
125
+ inspection services to avoid failure of in-service tubing, casing, flowlines, and drill pipe. Such tubular failures are expensive and, in some cases, catastrophic. RPC's yard in Houston,
126
+ Texas is equipped with bulkhead waterfronts, large capacity cranes, specially designed forklifts and a
127
+ computerized inventory system to serve a variety of other storage and handling services that can serve both oilfield and non-oilfield customers.
128
+ Well Control School. Well Control School provides industry and government accredited training for the oil and gas industry.
129
+ Well Control School provides this training in various formats including conventional classroom training, interactive computer training and mobile simulator training. Well Control School also develops
130
+ customized training solutions for clients.
131
+ Energy Personnel International. Energy Personnel International provides drilling and production engineers, project management
132
+ specialists and workover specialists on a consulting basis to the oil and gas industry to meet customers' needs for staff engineering and wellsite management.
133
+ Industry
134
+ United States. RPC provides its services to its domestic customers through a network of strategic locations including the
135
+ Gulf of Mexico, the mid-continent, the southwest and the Rocky Mountains. Demand for RPC's services in the U.S. tends to be extremely volatile and fluctuates with current and projected
136
+ price levels of oil and natural gas and activity levels in the oil and gas industry. Customer activity levels are influenced by their decisions about capital investment toward the development and
137
+ production of oil and gas reserves.
138
+ Due
139
+ to aging oilfields and lower-cost sources of oil internationally, drilling activity in the U.S. has declined more than 75 percent from its peak in 1981. Record low
140
+ drilling activity levels were experienced in 1986, 1992 and again in 1999, with April 1999 recording the lowest U.S. drilling rig count in recorded history.
141
+ At
142
+ the end of 2001, there were 887 domestic working drilling rigs, down 31 percent from the third quarter 2001 peak. U.S. domestic drilling activity in 2002 continued the decline
143
+ that started in the fourth quarter of 2001. During 2002 the rig count fell to 738 in the second quarter. Although the prices of oil and natural gas began to rise during the year, drilling activity was
144
+ not as closely correlated as in past cycles. The rig count began a slow recovery during the remainder of 2002 and stood at 862 by the end of the year. The average rig count for the calendar year 2002
145
+ was 28 percent lower than in the calendar year 2001.
146
+ Historically,
147
+ gas drilling rigs have typically represented just over 50 percent of the total drilling rig count. However, gas-directed drilling rigs have averaged
148
+ approximately 70 percent of the total domestic drilling rig count during the past three years. Demand for natural gas is continuing to rise, primarily as
149
+ a result of increased emphasis on gas-fired power generation. Based on the current demand for natural gas as well as the high well depletion rates experienced over the past several years,
150
+ it is anticipated that gas-directed drilling will represent at least 70 percent of the total drilling rig count in the foreseeable future. The demand for RPC's services is driven
151
+ more by gas-directed drilling than oil-directed drilling, because our services are more applicable to deeper, high pressure wells, which tend to be the wells that produce
152
+ natural gas.
153
+ 6
154
+ Thus,
155
+ in North America the demand for our services and products associated with natural gas development is currently more robust than demand related to oil drilling. Drilling activity
156
+ and demand for our services has started to increase and is expected to continue to increase when the domestic economy recovers and current high storage levels of natural gas decrease.
157
+ International. RPC has operated in several countries including the major international oil and natural gas producing areas of
158
+ Algeria, Argentina, Bolivia, Canada, Cameroon, Colombia, Gabon, Indonesia, Mexico and Venezuela. During 2002, RPC shut down its Venezuelan operation because of the high degree of risk associated with
159
+ the political instability in that country. Also, RPC ceased its operation in Algeria during 2002 due to the termination of its contract under which it provided services in that country. We are
160
+ evaluating new business opportunities in each of these markets and may resume our operations in one or both markets.
161
+ RPC
162
+ provides services to its international customers through wholly-owned foreign subsidiaries or branch locations. The international market is somewhat less volatile than the U.S.
163
+ market although prone to political uncertainties, the risk of civil unrest and conflicts. Due to the significant investment requirement and complexity of international projects, customers' drilling
164
+ decisions relating to such projects tend to be evaluated and monitored with a longer-term perspective with regard to oil and natural gas pricing. Additionally, the international market is
165
+ dominated by major oil companies and national oil companies which tend to have different objectives and more operating stability than the typical independent oil and gas producer in the U.S. Pursuing
166
+ selective international opportunities for revenue growth continues to be a strong emphasis for RPC. Refer to Note 13 in the Notes to Consolidated Financial Statements for further information on
167
+ international operations.
168
+ Growth Strategies
169
+ RPC's primary objective is to provide stockholders with excellent long-term returns on their investment through the effective and conservative
170
+ management of its invested capital, thus yielding strong cash flow and asset appreciation. This objective will be pursued through strategic investments and opportunities designed to enhance the
171
+ long-term value of RPC while improving market share, product offerings and the profitability of existing businesses. Growth strategies are focused on selected areas and markets in which we
172
+ believe there exist opportunities for higher growth, market penetration, or enhanced returns achieved through consolidations or through providing proprietary value-added
173
+ products and services. RPC intends to focus on specific market segments in which it believes that it has a competitive advantage or there exists significant growth potential.
174
+ RPC
175
+ seeks to expand its service capabilities through a combination of internal growth, acquisitions, joint ventures and strategic alliances. Because of the fragmented nature of the oil
176
+ and gas services industry, RPC believes a number of attractive acquisition opportunities exist.
177
+ Customers
178
+ Demand for RPC's services and products depends primarily upon the number of oil and natural gas wells being drilled, the depth and drilling conditions of such
179
+ wells, the number of well completions and the level of workover activity worldwide. RPC's principal customers consist of major and independent oil and natural gas producing companies. During 2002, RPC
180
+ provided oilfield services to several hundred customers, none of which accounted for more than 10 percent of consolidated revenues. While the loss of certain of RPC's largest customers could
181
+ have a material adverse effect on Company revenues and operating results in the near term, management believes RPC would be able to obtain other customers for its services in the event of a loss of
182
+ any of its largest customers. Sales are generated by RPC's sales force and through referrals from existing customers. With the exception of RPC's international customers, there are no
183
+ long-term written contracts for services or equipment. Due
184
+ 7
185
+ to the short lead time between ordering services or equipment and providing services or delivering equipment, there is no sales backlog.
186
+ Competition
187
+ RPC operates in highly competitive areas of the oilfield services industry. The products and services of each of RPC's principal industry segments are sold in
188
+ highly competitive markets, and its revenues and earnings are affected by changes in prices for our services, fluctuations in the level of activity in major markets, general economic conditions and
189
+ governmental regulation. RPC competes with the oil and gas industry's many large and small oilfield industry competitors, including the largest integrated oilfield services companies. RPC believes
190
+ that the principal competitive factors in the market areas that it serves are product and service quality and availability, reputation for safety and technical proficiency and price.
191
+ The
192
+ oil and gas services business includes a small number of dominant global competitors including Halliburton Energy Services, a division of Halliburton Company, and
193
+ Schlumberger Ltd., and a significant number of locally oriented businesses, many of which tend to be viable acquisition targets.
194
+ Facilities/Equipment
195
+ RPC's equipment consists primarily of oil and gas services equipment used either in servicing customer wells or provided on a rental basis for customer use.
196
+ Substantially all of this equipment is owned and unencumbered. RPC both owns and leases regional and district facilities from which its oilfield services are provided to land-based and
197
+ offshore customers. RPC's principal executive offices in Atlanta, Georgia are leased. During 2002, RPC also purchased real property and began construction of an administrative facility in Houston,
198
+ Texas, which will be occupied during 2003 and eliminate the need for several leased office facilities in metropolitan Houston, Texas. RPC believes that its facilities are adequate for its current
199
+ operations. RPC owns and operates four offshore liftboats. For additional information with respect to RPC's lease commitments, see Note 10 of the Notes to Consolidated Financial Statements.
200
+ Governmental Regulation
201
+ RPC's business is significantly affected by state, federal and foreign laws and other regulations relating to the oil and gas industry, as well as laws and
202
+ regulations relating to worker safety and environmental protection. RPC cannot predict the level of enforcement of existing laws and regulations or how such laws and regulations may be interpreted by
203
+ enforcement agencies or court rulings, whether additional laws and regulations will be adopted, or the effect such changes may have on it, its businesses or financial condition.
204
+ In
205
+ addition, our customers are affected by laws and regulations relating to the exploration for and production of natural resources such as oil and natural gas. These regulations are
206
+ subject to change, and new regulations may curtail or eliminate our customers' activities in certain areas of our operations. We cannot determine the extent to which new legislation may impact our
207
+ customers' activity levels, and ultimately, the demand for our services.
208
+ Intellectual Property
209
+ RPC uses several patented items in its operations, which management believes are important but are not indispensable to RPC's operations. Although RPC anticipates
210
+ seeking patent protection when possible, it relies to a greater extent on the technical expertise and know-how of its personnel to maintain its competitive position.
211
+ 8
212
+ Availability of Filings
213
+ RPC makes available, free of charge, on its website, www.rpc.net , the annual report on Form 10-K, quarterly
214
+ reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports on the same day as they are filed with the Securities and Exchange
215
+ Commission and has done so since November 15, 2002.
216
+ Risk Factors
217
+ Demand for our products and services is affected by the volatility of oil prices.
218
+ Oil prices affect demand throughout the oil and natural gas industry, including the demand for our products and services. Our business depends in large part on
219
+ the conditions of the oil and gas industry, and specifically on the capital expenditures of our customers related to the exploration and production of oil and natural gas. When these expenditures
220
+ decline, our customers' demand for our services declines.
221
+ Although
222
+ the production sector of the oil and gas industry is less immediately affected by changing prices, and, as a result, less volatile than the exploration sector, producers react
223
+ to declining oil and gas prices by reducing their expenditures, which would adversely affect our business. A prolonged low level of activity in the oil and gas industry will adversely affect the
224
+ demand for our products and services and our financial condition and results of operations.
225
+ We may be unable to compete in the highly competitive oil and gas industry in the future.
226
+ We operate in highly competitive areas of the oilfield services industry. The products and services of each of our principal industry segments are sold in highly
227
+ competitive markets, and our revenues and earnings may be affected by the following factors: changes in competitive prices, fluctuations in the level of activity in major markets, general economic
228
+ conditions, and governmental regulation. We compete with the oil and gas industry's many large and small industry competitors, including the largest integrated oilfield service providers. We believe
229
+ that the principal competitive factors in the market areas that we serve are product and service quality and availability, reputation for safety, technical proficiency and price. Although we believe
230
+ that our reputation for safety and quality service is good, we cannot assure you that we will be able to maintain our competitive position.
231
+ We may be unable to identify or complete acquisitions.
232
+ Acquisitions have been and will continue to be a key element of our business strategy. We cannot assure you that we will be able to identify and acquire
233
+ acceptable acquisition candidates on terms favorable to us in the future. We may be required to incur substantial indebtedness to finance future acquisitions and also may issue equity securities in
234
+ connection with such acquisitions. The issuance of additional equity securities could result in significant dilution to our stockholders. We cannot assure you that we will be able to consolidate
235
+ successfully the operations and assets of any acquired business with our own business. Any inability on our part to consolidate and manage the growth from acquired businesses could have a material
236
+ adverse effect on our results of operations and financial condition.
237
+ Our operations are affected by adverse weather conditions.
238
+ Our operations are directly affected by the weather conditions in the Gulf of Mexico and Gulf Coast regions. Due to seasonal differences in weather patterns, our
239
+ crews may operate more days in some periods than others. Rainy weather, hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf Coast throughout the year may also affect our
240
+ operations. Accordingly, our operating results may vary from quarter to quarter, depending on factors outside of our control.
241
+ 9
242
+ Our inability to attract and retain skilled workers may impair growth potential and profitability.
243
+ Our ability to remain productive and profitable will depend substantially on our ability to attract and retain skilled workers. Our ability to expand our
244
+ operations is in part impacted by our ability to increase our labor force. The demand for skilled oilfield employees is high, and the supply is very limited. A significant increase in the wages paid
245
+ by competing employers could result in a reduction in our skilled labor force, increases in the wage rates paid by us, or both. If either of these events occurred, our capacity and profitability could
246
+ be diminished, and our growth potential could be impaired.
247
+ Our inability to perform services for a number of our large existing customers could have a material adverse effect on our business and operations.
248
+ Our inability to continue to perform services for a number of our large existing customers could have a material adverse effect on our business and operations.
249
+ Substantially all of our customers are engaged in the energy industry. This concentration of customers may impact our overall exposure to credit risk, either positively or negatively, in that
250
+ customers may be similarly affected by changes in economic and
251
+ industry conditions. We perform ongoing credit evaluations of our customers and do not generally require collateral in support of our trade receivables. We maintain reserves for estimated credit
252
+ losses.
253
+ Our business has potential liability for litigation, personal injury and property damage claims assessments.
254
+ Our operations involve the use of heavy equipment and exposure to inherent risks, including blowouts, explosions and fires. If any of these events were to occur,
255
+ it could result in liability for personal injury and property damage, pollution or other environmental hazards or loss of production. Litigation may arise from a catastrophic occurrence at a location
256
+ where our equipment and services are used. This litigation could result in large claims for damages. The frequency and severity of such incidents will affect our operating costs, insurability and
257
+ relationships with customers, employees and regulators. These occurrences could have a material adverse effect on us. We maintain what we believe is prudent insurance protection. We cannot assure you
258
+ that we will be able to maintain adequate insurance in the future at rates we consider reasonable or that our insurance coverage will be adequate to cover future claims and assessments that may arise.
259
+ Our operations may be adversely affected if we are unable to comply with regulatory and environmental laws.
260
+ Our business is significantly affected by stringent environmental laws and other regulations relating to the oil and gas industry and by changes in such laws and
261
+ the level of enforcement of such laws. We are unable to predict the level of enforcement of existing laws and regulations, how such laws and regulations may be interpreted by enforcement agencies or
262
+ court rulings, or whether additional laws and regulations will be adopted. The adoption of laws and regulations curtailing exploration and development of oil and gas fields in our areas of operations
263
+ for economic, environmental or other policy reasons would adversely affect our operations by limiting demand for our services. We also have potential environmental liabilities with respect to our
264
+ offshore and onshore operations, and could be liable for cleanup costs, or environmental and natural resource damage due to conduct that was lawful at the time it occurred, but is later ruled to be
265
+ unlawful. We also may be subject to claims for personal injury and property damage due to the generation of hazardous substances in connection with our operations. We believe that our present
266
+ operations substantially comply with applicable federal and state pollution control and environmental protection laws and regulations. We also believe that compliance with such laws has had no
267
+ material adverse effect on our operations to date. However, such environmental laws are changed frequently. We are unable to predict whether environmental laws will,
268
+ 10
269
+ in the future, materially adversely affect our operations and financial condition. Penalties for noncompliance with these laws may include cancellation of permits, fines, and other corrective
270
+ actions, which would negatively affect our future financial results.
271
+ Our international operations could have a material adverse effect on our business.
272
+ Our operations in Africa, Canada and Latin America and other foreign countries are subject to risks inherent in doing business in foreign countries. These risks
273
+ include, but are not limited to, political changes, expropriation, currency restrictions and changes in currency exchange rates, taxes, and boycotts and other civil disturbances. Although it is
274
+ impossible to predict the likelihood of such occurrences or their effect on our operations, our management believes that these risks are acceptable. However, the occurrence of any one of these events
275
+ could have a material adverse effect on our operations.
276
+ Our common stock price has been volatile.
277
+ Historically, the market price of common stock of companies engaged in the oil and gas services industry has been highly volatile. Likewise, the market price of
278
+ our common stock has varied significantly in the past.
279
+ Our management has a substantial ownership interest, and public shareholders may have no effective voice in the management of the Company.
280
+ RPC's executive officers, directors and their affiliates hold directly or through indirect beneficial ownership, in the aggregate, approximately 66 percent
281
+ of RPC's outstanding common stock. As a result, these stockholders will effectively control the operations of RPC, including the election of directors and approval of significant corporate
282
+ transactions such as acquisitions. This concentration of ownership could also have the effect of delaying or preventing a third party from acquiring control over the Company at a premium. In addition,
283
+ the availability of RPC's common stock to the investing public is limited to those shares not held by the executive officers, directors and their affiliates, which could negatively impact RPC's stock
284
+ trading prices and affect the ability of minority stockholders to sell their shares. Future sales by executive officers, directors and their affiliates of all or a portion of their shares could also
285
+ negatively affect the trading price of our common stock.
raw/filings/0000742278/2002/0001047469-03-009676/item13.txt ADDED
@@ -0,0 +1,5 @@
 
 
 
 
 
 
1
+ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
2
+ Information concerning certain relationships and related party transactions is included in the RPC Proxy for its 2003 Annual Meeting of Stockholders, in the
3
+ sections entitled "Certain Relationships and
4
+ 48
5
+ Related Party Transactions" and "Compensation Committee Interlocks and Insider Participation." This information is incorporated herein by reference.
raw/filings/0000742278/2002/0001047469-03-009676/item9a.txt ADDED
File without changes
raw/filings/0000742278/2002/0001047469-03-009676/rp_note.txt ADDED
@@ -0,0 +1,10 @@
 
 
 
 
 
 
 
 
 
 
 
1
+ Note 12: Related Party Transactions
2
+ Effective with the spin-off, the Company established a cash balance at Marine Products of approximately $15 million by transferring a total of
3
+ $13.8 million in cash and marketable securities. Effective February 28, 2001, the Company began providing certain administrative services to Marine Products. The service agreements are
4
+ more fully described in Note 2. Charges from the Company (or from corporations that are subsidiaries of the Company) for such services aggregated approximately $454,000 in 2002 and $868,000 in
5
+ 2001. The Company's directors are also directors of Marine Products and certain officers are employees of both the Company and Marine Products.
6
+ The
7
+ Company periodically purchases in the ordinary course of business products or services from vendors, who are owned by significant officers or shareholders, or affiliated with the
8
+ directors of RPC. The total amounts paid to these affiliated parties totaled approximately $502,000 in 2002 and $486,000 in 2001. In addition, during 2002, the overhead crane fabrication division of
9
+ RPC recorded $332,000 in revenues from the powerboat manufacturing segment that is now a subsidiary of Marine Products pursuant to the spin-off, related to the sale, installation and
10
+ service of overhead cranes.
raw/filings/0000742278/2002/0001047469-03-009676/rpt_disclosure.txt ADDED
@@ -0,0 +1,28 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
2
+ Effective February 28, 2001, the Company began providing certain
3
+ administrative services to Marine Products. The service agreements between
4
+ Marine Products and the Company provide for the provision of services on a cost
5
+ reimbursement basis and may be terminated upon six months notice. The services
6
+ covered by these agreements include administration of certain employee benefit
7
+ programs and other administrative services. Charges from the Company (or from
8
+ corporations which are subsidiaries of the Company) for such services aggregated
9
+ approximately $496,000 in 2003. During 2003, a division of RPC conducted
10
+ business with Chaparral Boats, Inc. ("Chaparral"), a subsidiary of Marine
11
+ Products. The Company recorded $171,000 in revenues from Chaparral related to
12
+ the sale, installation and service of overhead cranes.
13
+ During 2003, a subsidiary of RPC conducted business with companies owned by
14
+ LOR, Inc. The officers, directors and stockholders of LOR, Inc. include Mr.
15
+ Randall Rollins, Chairman, and Mr. Gary W. Rollins,
16
+ 10
17
+ Director. In 2003, payments totaling approximately $871,000 were made to these
18
+ LOR, Inc. companies for the purchase of parts and repair services related to
19
+ certain of RPC's oilfield operating equipment. RPC believes the charges incurred
20
+ by its subsidiary are at least as favorable as the charges that would have been
21
+ incurred for similar services from unaffiliated third parties.
22
+ RPC sponsors a multiple employer benefit plan that includes Marine
23
+ Products. Following the spin-off, RPC charged Marine Products for, and Marine
24
+ Products has been obligated to pay, its allocable share of pension costs and the
25
+ associated funding obligation related to the prior service liabilities of
26
+ Chaparral employees. Effective December 2003, the related prior service
27
+ liabilities totaling $3,314,000 and pension assets totaling $2,517,000 were
28
+ transferred within the multiple employer plan from RPC to Marine Products.
raw/filings/0000742278/2006/0001188112-07-000585/filing.txt ADDED
The diff for this file is too large to render. See raw diff
 
raw/filings/0000742278/2006/0001188112-07-000585/filing_metadata.csv ADDED
@@ -0,0 +1,2 @@
 
 
 
1
+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000742278,RES,RPC INC,10-K,2007-03-02,2006-12-31,2007-03-02T21:15:10.000Z,0001188112-07-000585,t13155_10k.htm,FORM 10-K,2178593,0,0,https://www.sec.gov/Archives/edgar/data/742278/000118811207000585/t13155_10k.htm,https://www.sec.gov/Archives/edgar/data/742278/000118811207000585/,2006,2006,1
raw/filings/0000742278/2006/0001188112-07-000585/item1.txt ADDED
File without changes
raw/filings/0000742278/2006/0001188112-07-000585/item13.txt ADDED
File without changes
raw/filings/0000742278/2006/0001188112-07-000585/item9a.txt ADDED
File without changes
raw/filings/0000742278/2006/0001188112-07-000585/rp_note.txt ADDED
@@ -0,0 +1,59 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ 11: Related Party Transactions
2
+ Marine
3
+ Products Corporation
4
+ Effective
5
+ February 28, 2001, the Company spun-off the business conducted through Chaparral
6
+ Boats, Inc. (“Chaparral”), RPC’s former powerboat manufacturing segment. RPC
7
+ accomplished the spin-off by contributing 100 percent of the issued and
8
+ outstanding stock of Chaparral to Marine Products Corporation (a Delaware
9
+ corporation) (“Marine Products”), a newly formed wholly-owned subsidiary of RPC,
10
+ and then distributing the common stock of Marine Products to RPC stockholders.
11
+ In conjunction with the spin-off, RPC and Marine Products entered into various
12
+ agreements that define the companies’ relationship.
13
+ In
14
+ accordance with a Transition Support Services agreement, which may be terminated
15
+ by either party, RPC provides certain administrative services, including
16
+ financial reporting and income tax administration, acquisition assistance,
17
+ etc.,
18
+ to Marine Products. Charges from the Company (or from corporations that are
19
+ subsidiaries of the Company) for such services aggregated approximately $739,000
20
+ in 2006, $616,000 in 2005 and $546,000 in 2004. The
21
+ Company’s receivable due from Marine Products for these services as of December
22
+ 31, 2006 and 2005 was approximately $236,000 and $66,000. The
23
+ Company’s directors are also directors of Marine Products and all of the
24
+ executive officers are employees of both the Company and Marine Products.
25
+ The
26
+ Tax
27
+ Sharing and Indemnification Agreement provides for, among other things, the
28
+ treatment of income tax matters for periods through February 28, 2001, the
29
+ date
30
+ of the spin-off, and responsibility for any adjustments as a result of audits
31
+ by
32
+ any taxing authority. The general terms provide for the indemnification for
33
+ any
34
+ tax detriment incurred by one party caused by the other party’s action. In
35
+ accordance with the agreement, RPC transferred approximately $19,000 in 2004
36
+ to
37
+ Marine Products for tax settlements.
38
+ Other
39
+ The
40
+ Company periodically purchases in the ordinary course of business products
41
+ or
42
+ services from suppliers, who are owned by significant officers or shareholders,
43
+ or affiliated with the directors of RPC. The total amounts paid to these
44
+ affiliated parties were approximately $1,248,000 in 2006, $926,000 in 2005
45
+ and
46
+ $529,000 in 2004.
47
+ RPC
48
+ receives certain administrative services and rents office space from Rollins,
49
+ Inc. (a company of which Mr. R. Randall Rollins is also Chairman and which
50
+ is
51
+ otherwise affiliated with RPC). The service agreements between Rollins, Inc.
52
+ and
53
+ the Company provide for the provision of services on a cost reimbursement basis
54
+ and are terminable on six months notice. The services covered by these
55
+ agreements include office space, administration of certain employee benefit
56
+ programs, and other administrative services. Charges to the Company (or to
57
+ corporations which are subsidiaries of the Company) for such services and rent
58
+ totaled to $70,000 in 2006, $71,000 in 2005 and $76,000 in 2004.
59
+ Note
raw/filings/0000742278/2006/0001188112-07-000585/rpt_disclosure.txt ADDED
@@ -0,0 +1,41 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Related Party Transactions. Copies are also available in print,
2
+ without charge, to any shareholder who requests one by writing to: The
3
+ Secretary, RPC, Inc., 2170 Piedmont Road NE, Atlanta, Georgia
4
+ 30324.
5
+ Code
6
+ of Business Conduct
7
+ The
8
+ Company has adopted a Code of Business Conduct applicable to all directors,
9
+ officers and employees generally, as well as a Code of Business Conduct and
10
+ Ethics for Directors and Executive Officers and Related Party Transaction Policy
11
+ applicable to the principal executive officer, principal financial officer, and
12
+ directors. Both codes are available on the Company’s website at www.rpc.net under the
13
+ Governance section. Copies are also available in print, without
14
+ charge, to any shareholder who requests one by writing to: The Secretary, RPC,
15
+ Inc., 2170 Piedmont Road NE, Atlanta, Georgia 30324.
16
+ Director
17
+ Communications
18
+ The
19
+ Company also has a process for interested parties, including stockholders, to
20
+ send communications to the Board of Directors, Presiding Director, any of the
21
+ Board Committees or the non-management directors as a group. Such
22
+ communications should be addressed as follows:
23
+ Mr.
24
+ Henry B. Tippie
25
+ c/o
26
+ Internal Audit Department
27
+ RPC,
28
+ Inc.
29
+ 2801
30
+ Buford Highway, Suite 520
31
+ Atlanta,
32
+ Georgia 30329.
33
+ 10
34
+ The above
35
+ instructions for communications with the directors are also posted on our
36
+ website at www.rpc.net under the
37
+ Governance section. All communications received from interested
38
+ parties are forwarded to the Board of Directors. Any communication
39
+ addressed solely to the Presiding Director or the non-management directors will
40
+ be forwarded directly to the appropriate addressee(s).
41
+ COMPENSATION
raw/filings/0000742278/2008/0001188112-09-000487/filing.txt ADDED
The diff for this file is too large to render. See raw diff
 
raw/filings/0000742278/2008/0001188112-09-000487/filing_metadata.csv ADDED
@@ -0,0 +1,2 @@
 
 
 
1
+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000742278,RES,RPC INC,10-K,2009-03-05,2008-12-31,2009-03-04T23:00:48.000Z,0001188112-09-000487,t64662_10k.htm,FORM 10-K,1970632,0,0,https://www.sec.gov/Archives/edgar/data/742278/000118811209000487/t64662_10k.htm,https://www.sec.gov/Archives/edgar/data/742278/000118811209000487/,2008,2008,1
raw/filings/0000742278/2008/0001188112-09-000487/item1.txt ADDED
File without changes
raw/filings/0000742278/2008/0001188112-09-000487/item13.txt ADDED
File without changes
raw/filings/0000742278/2008/0001188112-09-000487/item9a.txt ADDED
File without changes
raw/filings/0000742278/2008/0001188112-09-000487/rp_note.txt ADDED
@@ -0,0 +1,57 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ 11: Related Party Transactions
2
+ Related
3
+ Party Transactions
4
+ Marine
5
+ Products Corporation
6
+ Effective
7
+ February 28, 2001, the Company spun-off the business conducted through Chaparral
8
+ Boats, Inc. (“Chaparral”), RPC’s former powerboat manufacturing
9
+ segment. RPC accomplished the spin-off by contributing 100 percent of
10
+ the issued and outstanding stock of Chaparral to Marine Products Corporation (a
11
+ Delaware corporation) (“Marine Products”), a newly formed wholly-owned
12
+ subsidiary of RPC, and then distributing the common stock of Marine Products to
13
+ RPC stockholders. In conjunction with the spin-off, RPC and Marine
14
+ Products entered into various agreements that define the companies’
15
+ relationship.
16
+ In
17
+ accordance with a Transition Support Services agreement, which may be terminated
18
+ by either party, RPC provides certain administrative services, including
19
+ financial reporting and income tax administration, acquisition assistance, etc.,
20
+ to Marine Products. Charges from the Company (or from corporations
21
+ that are subsidiaries of the Company) for such services aggregated approximately
22
+ $842,000 in 2008, $957,000 in 2007 and $739,000 in 2006. The Company’s
23
+ receivable due from Marine Products for these services as of December 31, 2008
24
+ and 2007 was approximately $70,000 and $223,000. The Company’s
25
+ directors are also directors of Marine Products and all of the executive
26
+ officers are employees of both the Company and Marine Products.
27
+ 54
28
+ NOTES
29
+ TO CONSOLIDATED FINANCIAL STATEMENTS
30
+ RPC,
31
+ Inc. and Subsidiaries
32
+ Years
33
+ ended December 31, 2008, 2007 and 2006
34
+ Other
35
+ The
36
+ Company periodically purchases in the ordinary course of business products or
37
+ services from suppliers, who are owned by significant officers or shareholders,
38
+ or affiliated with the directors of RPC. The total amounts paid to these
39
+ affiliated parties were approximately $393,000 in 2008, $1,035,000 in 2007 and
40
+ $1,248,000 in 2006.
41
+ RPC
42
+ receives certain administrative services and rents office space from Rollins,
43
+ Inc. (a company of which Mr. R. Randall Rollins is also Chairman and which is
44
+ otherwise affiliated with RPC). The service agreements between
45
+ Rollins, Inc. and the Company provide for the provision of services on a cost
46
+ reimbursement basis and are terminable on six months notice. The
47
+ services covered by these agreements include office space, administration of
48
+ certain employee benefit programs, and other administrative services. Charges to
49
+ the Company (or to corporations which are subsidiaries of the Company) for such
50
+ services and rent totaled $90,000 in 2008, $72,000 in 2007 and $70,000 in
51
+ 2006.
52
+ A group
53
+ that includes the Company’s Chairman of the Board, R. Randall Rollins and his
54
+ brother Gary W. Rollins, who is also a director of the Company, and certain
55
+ companies under their control, controls in excess of fifty percent of the
56
+ Company’s voting power.
57
+ Note
raw/filings/0000742278/2008/0001188112-09-000487/rpt_disclosure.txt ADDED
@@ -0,0 +1,7 @@
 
 
 
 
 
 
 
 
1
+ CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
2
+ Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $713,000 in 2009.
3
+ During 2009, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2009, payments totaling approximately $409,000 were made to these LOR, Inc. companies for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been incurred for similar services from unaffiliated third parties.
4
+ RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $87,000 in 2009.
5
+ A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power.
6
+ Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2009 were reviewed, approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code.
7
+ 26
raw/filings/0000742278/2009/0001188112-10-000460/filing.txt ADDED
The diff for this file is too large to render. See raw diff
 
raw/filings/0000742278/2009/0001188112-10-000460/filing_metadata.csv ADDED
@@ -0,0 +1,2 @@
 
 
 
1
+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000742278,RES,RPC INC,10-K,2010-03-03,2009-12-31,2010-03-03T21:56:20.000Z,0001188112-10-000460,t67253_10k.htm,FORM 10-K,2098438,0,0,https://www.sec.gov/Archives/edgar/data/742278/000118811210000460/t67253_10k.htm,https://www.sec.gov/Archives/edgar/data/742278/000118811210000460/,2009,2009,1
raw/filings/0000742278/2009/0001188112-10-000460/item1.txt ADDED
File without changes
raw/filings/0000742278/2009/0001188112-10-000460/item13.txt ADDED
File without changes
raw/filings/0000742278/2009/0001188112-10-000460/item9a.txt ADDED
File without changes
raw/filings/0000742278/2009/0001188112-10-000460/rp_note.txt ADDED
@@ -0,0 +1,50 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ 11: Related Party Transactions
2
+ Related
3
+ Party Transactions
4
+ Marine
5
+ Products Corporation
6
+ Effective
7
+ February 28, 2001, the Company spun-off the business conducted through Chaparral
8
+ Boats, Inc. (“Chaparral”), RPC’s former powerboat manufacturing
9
+ segment. RPC accomplished the spin-off by contributing 100 percent of
10
+ the issued and outstanding stock of Chaparral to Marine Products Corporation (a
11
+ Delaware corporation) (“Marine Products”), a newly formed wholly-owned
12
+ subsidiary of RPC, and then distributing the common stock of Marine Products to
13
+ RPC stockholders. In conjunction with the spin-off, RPC and Marine
14
+ Products entered into various agreements that define the companies’
15
+ relationship.
16
+ In
17
+ accordance with a Transition Support Services agreement, which may be terminated
18
+ by either party, RPC provides certain administrative services, including
19
+ financial reporting and income tax administration, acquisition assistance, etc.,
20
+ to Marine Products. Charges from the Company (or from corporations
21
+ that are subsidiaries of the Company) for such services aggregated approximately
22
+ $713,000 in 2009, $842,000 in 2008 and $957,000 in 2007. The Company’s receivable due from Marine Products for
23
+ these services as of December 31, 2009 and 2008 was approximately $65,000 and
24
+ $70,000. The Company’s directors are also directors of Marine
25
+ Products and all of the executive officers are employees of both the Company and
26
+ Marine Products.
27
+ Other
28
+ The
29
+ Company periodically purchases in the ordinary course of business products or
30
+ services from suppliers, who are owned by significant officers or stockholders,
31
+ or affiliated with the directors of RPC. The total amounts paid to these
32
+ affiliated parties were approximately $409,000 in 2009, $393,000 in 2008 and
33
+ $1,035,000 in 2007.
34
+ RPC
35
+ receives certain administrative services and rents office space from Rollins,
36
+ Inc. (a company of which Mr. R. Randall Rollins is also Chairman and which is
37
+ otherwise affiliated with RPC). The service agreements between
38
+ Rollins, Inc. and the Company provide for the provision of services on a cost
39
+ reimbursement basis and are terminable on six months notice. The
40
+ services covered by these agreements include office space, administration of
41
+ certain employee benefit programs, and other administrative services. Charges to
42
+ the Company (or to corporations which are subsidiaries of the Company) for such
43
+ services and rent totaled $87,000 in 2009, $90,000 in 2008 and $72,000 in
44
+ 2007.
45
+ A group
46
+ that includes the Company’s Chairman of the Board, R. Randall Rollins and his
47
+ brother Gary W. Rollins, who is also a director of the Company, and certain
48
+ companies under their control, controls in excess of fifty percent of the
49
+ Company’s voting power.
50
+ Note
raw/filings/0000742278/2009/0001188112-10-000460/rpt_disclosure.txt ADDED
@@ -0,0 +1,7 @@
 
 
 
 
 
 
 
 
1
+ CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
2
+ Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $713,000 in 2009.
3
+ During 2009, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2009, payments totaling approximately $409,000 were made to these LOR, Inc. companies for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been incurred for similar services from unaffiliated third parties.
4
+ RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $87,000 in 2009.
5
+ A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power.
6
+ Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2009 were reviewed, approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code.
7
+ 26
raw/filings/0000742278/2010/0001188112-11-000495/filing.txt ADDED
The diff for this file is too large to render. See raw diff
 
raw/filings/0000742278/2010/0001188112-11-000495/filing_metadata.csv ADDED
@@ -0,0 +1,2 @@
 
 
 
1
+ cik,ticker,company_name,form,filing_date,report_date,acceptance_datetime,accession_number,primary_document,primary_doc_description,size,is_xbrl,is_inline_xbrl,document_url,filing_index_url,year,fiscal_year,is_primary_filing
2
+ 0000742278,RES,RPC INC,10-K,2011-03-04,2010-12-31,2011-03-04T19:17:51.000Z,0001188112-11-000495,t69879_10k.htm,FORM 10-K,2110219,0,0,https://www.sec.gov/Archives/edgar/data/742278/000118811211000495/t69879_10k.htm,https://www.sec.gov/Archives/edgar/data/742278/000118811211000495/,2010,2010,1
raw/filings/0000742278/2010/0001188112-11-000495/item1.txt ADDED
@@ -0,0 +1,79 @@
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
+ Item 1. Business
2
+ Organization and Overview
3
+ RPC is a Delaware corporation originally organized in 1984 as a holding company for several oilfield services companies and is headquartered in Atlanta, Georgia.
4
+ RPC provides a broad range of specialized oilfield services and equipment primarily to independent and major oil and gas companies engaged in the exploration, production and development of oil and gas properties throughout the United States, including the Gulf of Mexico, mid-continent, southwest, Rocky Mountain and northeast regions, and in selected international markets. The services and equipment provided include, among others, (1) pressure pumping services, (2) coiled tubing services, (3) snubbing services (also referred to as hydraulic workover services), (4) nitrogen services, (5) the rental of drill pipe and other specialized oilfield equipment, (6) downhole tool services and (7) well control. RPC acts as a holding company for its operating units, Cudd Energy Services, Patterson Rental and Fishing Tools, Bronco Oilfield Services, Thru Tubing Solutions, Well Control School, and others. As of December 31, 2010, RPC had approximately 2,500 employees.
5
+ Business Segments
6
+ RPC’s service lines have been aggregated into two reportable oil and gas services business segments, Technical Services and Support Services, because of the similarities between the financial performance and approach to managing the service lines within each of the segments, as well as the economic and business conditions impacting their business activity levels.
7
+ 2
8
+ During 2010, approximately three percent of RPC’s consolidated revenues were generated from offshore operations in the U.S. Gulf of Mexico. In addition, approximately one percent of RPC’s consolidated revenues were generated from offshore operations in the offshore territory of other countries, principally in New Zealand. We also estimate that 33 percent of our 2010 revenues were related to drilling and production activities for oil, and 67 percent were related to drilling and production activities for natural gas.
9
+ Technical Services include RPC’s oil and gas service lines that utilize people and equipment to perform value-added completion, production and maintenance services directly to a customer’s well. The demand for these services is generally influenced by customers’ decisions to invest capital toward initiating production in a new oil or natural gas well, improving production flows in an existing formation, or to address well control issues. This business segment consists primarily of pressure pumping, downhole tools, coiled tubing, snubbing, nitrogen, well control, wireline and fishing. The principal markets for this business segment include the United States, including the Gulf of Mexico, mid-continent, southwest, Rocky Mountain, and Appalachian regions, and contract or project work in selected international locations in the last three years including primarily Africa, Canada, China, Eastern Europe, Latin America, the Middle East and New Zealand. Customers include major multi-national and independent oil and gas producers, and selected nationally owned oil companies.
10
+ Support Services include RPC’s oil and gas service lines that primarily provide equipment for customer use or services to assist customer operations. The equipment and services include drill pipe and related tools, pipe handling, pipe inspection and storage services, and oilfield training services. The demand for these services tends to be influenced primarily by customer drilling-related activity levels. The principal markets for this segment include the United States, including the Gulf of Mexico, mid-continent, Rocky Mountain and Appalachian regions and project work in selected international locations in the last three years including primarily Canada, Latin America and the Middle East. Customers primarily include domestic operations of major multi-national and independent oil and gas producers, and selected nationally owned oil companies.
11
+ Technical Services
12
+ The following is a description of the primary service lines conducted within the Technical Services business segment:
13
+ Pressure Pumping . Pressure pumping services, which accounted for approximately 48 percent of 2010 revenues, 38 percent of 2009 revenues and 41 percent of 2008 revenues, are provided to customers throughout the Gulf Coast, mid-continent and Rocky Mountain regions of the United States and are generally utilized to initiate production in new or enhance production in existing customer wells. Pressure pumping services involve using complex, truck or skid-mounted equipment designed and constructed for each specific pumping service offered. The mobility of this equipment permits pressure pumping services to be performed in varying geographic areas. Principal materials utilized in the pressure pumping business include fracturing proppants, acid and bulk chemical additives. Generally, these items are available from several suppliers, and the Company utilizes more than one supplier for each item. Pressure pumping services offered include:
14
+ Fracturing — Fracturing services are performed to stimulate production of oil and natural gas by increasing the permeability of a formation. The fracturing process consists of pumping nitrogen or a fluid gel into a cased well at sufficient pressure to fracture the formation at desired depths. Sand, bauxite or synthetic proppant, which is suspended in the gel, is pumped into the fracture. When the pressure is released at the surface, the fluid gel returns to the well, but the proppant remains in the fracture, thus keeping it open so that oil and natural gas can flow through the fracture into the well. In some cases, fracturing is performed in formations with a high amount of carbonate rock by an acid solution pumped under pressure without a proppant or with small amounts of proppant.
15
+ Acidizing — Acidizing services are also performed to stimulate production of oil and natural gas, but they are used in wells that have undergone formation damage due to the buildup of various materials that block the formation. Acidizing entails pumping large volumes of specially formulated acids into reservoirs to dissolve barriers and enlarge crevices in the formation, thereby eliminating obstacles to the flow of oil and natural gas. Acidizing services can also enhance production in limestone formations.
16
+ Downhole Tools . Thru Tubing Solutions (“TTS”) accounted for approximately 12 percent of 2010 revenues, 15 percent of 2009 revenues and nine percent of 2008 revenues. TTS provides services and proprietary downhole motors, fishing tools and other specialized downhole tools and processes to operators and service companies in drilling and production operations, including casing perforation at the completion stage of an oil or gas well. The services that TTS provides are especially suited for unconventional drilling and completion activities. TTS’ experience providing reliable tool services allows it to work in a pressurized environment with virtually any coiled tubing unit or snubbing unit.
17
+ 3
18
+ Coiled Tubing . Coiled tubing services, which accounted for approximately 10 percent of 2010 revenues and nine percent of 2009 and 2008 revenues, involve the injection of coiled tubing into wells to perform various applications and functions for use principally in well-servicing operations and more recently to facilitate completion of horizontal wells. Coiled tubing is a flexible steel pipe with a diameter of less than four inches manufactured in continuous lengths of thousands of feet and wound or coiled around a large reel. It can be inserted through existing production tubing and used to perform workovers without using a larger, more costly workover rig. Principal advantages of employing coiled tubing in a workover operation include: (i) not having to “shut-in” the well during such operations, (ii) the ability to reel continuous coiled tubing in and out of a well significantly faster than conventional pipe, (iii) the ability to direct fluids into a wellbore with more precision, and (iv) enhanced access to remote or offshore fields due to the smaller size and mobility of a coiled tubing unit compared to a workover rig. Increasingly, coiled tubing units are also used to support completion activities in directional and horizontal wells. Such completion activities usually require multiple entrances in a wellbore in order to complete multiple fractures in a pressure pumping operation. A coiled tubing unit can accomplish this type of operation because its flexibility allows it to be steered in a direction other than vertical, which is necessary in this type of wellbore. At the same time, the strength of the coiled tubing string allows various types of tools or motors to be conveyed into the well effectively. The uses for coiled tubing in directional and horizontal wells have been enhanced by improved fabrication techniques and higher-diameter coiled tubing which allows coiled tubing units to be used effectively over greater distances, thus allowing them to function in more of the completion activities currently taking place in the U.S. domestic market. There are several manufacturers of flexible steel pipe used in coiled tubing services, and the Company believes that its sources of supply are adequate.
19
+ Snubbing . Snubbing (also referred to as hydraulic workover services), which accounted for approximately five percent of 2010 revenues, eight percent of 2009 revenues, and seven percent of 2008 revenues, involves using a hydraulic workover rig that permits an operator to repair damaged casing, production tubing and downhole production equipment in a high-pressure environment. A snubbing unit makes it possible to remove and replace downhole equipment while maintaining pressure on the well. Customers benefit because these operations can be performed without removing the pressure from the well, which stops production and can damage the formation, and because a snubbing rig can perform many applications at a lower cost than other alternatives. Because this service involves a very hazardous process that entails high risk, the snubbing segment of the oil and gas services industry is limited to a relative few operators who have the experience and knowledge required to perform such services safely and efficiently.
20
+ Nitrogen . Nitrogen accounted for approximately five percent of 2010 revenues, seven percent of 2009 revenues, and eight percent of 2008 revenues. There are a number of uses for nitrogen, an inert, non-combustible element, in providing services to oilfield customers and industrial users outside of the oilfield. For our oilfield customers, nitrogen can be used to clean drilling and production pipe and displace fluids in various drilling applications. It also can be used to create a fire-retardant environment in hazardous blowout situations and as a fracturing medium for our fracturing service line. In addition, nitrogen can be complementary to our snubbing and coiled tubing service lines, because it is a non-corrosive medium and is frequently injected into a well using coiled tubing. Nitrogen is complementary to our pressure pumping service line as well, because foam-based nitrogen stimulation is appropriate in certain sensitive formations in which the fluids used in fracturing or acidizing would damage a customer’s well.
21
+ For non-oilfield industrial users, nitrogen can be used to purge pipelines and create a non-combustible environment. RPC stores and transports nitrogen and has a number of pumping unit configurations that inject nitrogen in its various applications. Some of these pumping units are set up for use on offshore platforms or inland waters. RPC purchases its nitrogen in liquid form from several suppliers and believes that these sources of supply are adequate.
22
+ Well Control . Cudd Energy Services specializes in responding to and controlling oil and gas well emergencies, including blowouts and well fires, domestically and internationally. In connection with these services, Cudd Energy Services, along with Patterson Services, has the capacity to supply the equipment, expertise and personnel necessary to restore affected oil and gas wells to production. The Company has responded to well control situations in several international locations including Algeria, Argentina, Australia, Bolivia, Canada, Colombia, Egypt, Hungary, India, Kuwait, Libya, Mexico, Peru, Qatar, Taiwan, Trinidad, Turkmenistan and Venezuela.
23
+ The Company’s professional firefighting staff has many years of aggregate industry experience in responding to well fires and blowouts. This team of experts responds to well control situations where hydrocarbons are escaping from a well bore, regardless of whether a fire has occurred. In the most critical situations, there are explosive fires, the destruction of drilling and production facilities, substantial environmental damage and the loss of hundreds of thousands of dollars per day in well operators’ production revenue. Since these events ordinarily arise from equipment failures or human error, it is impossible to predict accurately the timing or scope of this work. Additionally, less critical events frequently occur in connection with the drilling of new wells in high-pressure reservoirs. In these situations, the Company is called upon to supervise and assist in the well control effort so that drilling operations can resume as promptly as safety permits.
24
+ Wireline Services . Wireline is classified into two types of services: slick or braided line and electric line. In both, a spooled wire is unwound and lowered into a well, conveying various types of tools or equipment. Slick or braided line services use a non-conductive line primarily for jarring objects into or out of a well, as in fishing or plug-setting operations. Electric line services lower an electrical conductor line into a well allowing the use of electrically-operated tools such as perforators, bridge plugs and logging tools. Wireline services can be an integral part of the plug and abandonment process, near the end of the life cycle of a well.
25
+ 4
26
+ Fishing . Fishing involves the use of specialized tools and procedures to retrieve lost equipment from a well drilling operation and producing wells. It is a service required by oil and gas operators who have lost equipment in a well. Oil and natural gas production from an affected well typically declines until the lost equipment can be retrieved. In some cases, the Company creates customized tools to perform a fishing operation. The customized tools are maintained by the Company after the particular fishing job for future use if a similar need arises.
27
+ 5
28
+ Support Services
29
+ The following is a description of the primary service lines conducted within the Support Services business segment:
30
+ Rental Tools . Rental tools accounted for approximately eight percent of 2010 and 2009 revenues and 11 percent of 2008 revenues. The Company rents specialized equipment for use with onshore and offshore oil and gas well drilling, completion and workover activities. The drilling and subsequent operation of oil and gas wells generally require a variety of equipment. The equipment needed is in large part determined by the geological features of the production zone and the size of the well itself. As a result, operators and drilling contractors often find it more economical to supplement their tool and tubular inventories with rental items instead of owning a complete inventory. The Company’s facilities are strategically located to serve the major staging points for oil and gas activities in the Gulf of Mexico, mid-continent region, northeast and Rocky Mountains.
31
+ Patterson Rental Tools offers a broad range of rental tools including:
32
+ Blowout Preventors
33
+ Diverters
34
+ High Pressure Manifolds and Valves
35
+ Drill Pipe
36
+ Hevi-wate Drill Pipe
37
+ Drill Collars
38
+ Tubing
39
+ Handling Tools
40
+ Production Related Rental Tools
41
+ Coflexip Hoses
42
+ Pumps
43
+ Oilfield Pipe Inspection Services, Pipe Management and Pipe Storage. Pipe inspection services include Full Body Electromagnetic and Phased Array Ultrasonic inspection of pipe used in oil and gas wells. These services are provided at both the Company’s inspection facilities and at independent tubular mills in accordance with negotiated sales and/or service contracts. Our customers are major oil companies and steel mills, for which we provide in-house inspection services, inventory management and process control of tubing, casing and drill pipe. Our locations in Channelview, Texas and Morgan City, Louisiana are equipped with large capacity cranes, specially designed forklifts and a computerized inventory system to serve a variety of storage and handling services for both the oilfield and non-oilfield customers.
44
+ Well Control School . Well Control School provides industry and government accredited training for the oil and gas industry both in the United States and in limited international locations. Well Control School provides this training in various formats including conventional classroom training, interactive computer training including training delivered over the internet, and mobile simulator training.
45
+ Energy Personnel International . Energy Personnel International provides drilling and production engineers, well site supervisors, project management specialists, and workover and completion specialists on a consulting basis to the oil and gas industry to meet customers’ needs for staff engineering and well site management.
46
+ Refer to Note 12 in the Notes to the Consolidated Financial Statements for additional financial information on our business segments.
47
+ Industry
48
+ United States . RPC provides its services to its domestic customers through a network of facilities strategically located to serve the Gulf of Mexico, the mid-continent, the southwest, the Rocky Mountains and the northeast production fields. Demand for RPC’s services in the U.S. tends to be extremely volatile and fluctuates with current and projected price levels of oil and natural gas and activity levels in the oil and gas industry. Customer activity levels are influenced by their decisions about capital investment toward the development and production of oil and gas reserves.
49
+ Due to aging oilfields and lower-cost sources of oil internationally, the drilling rig count in the U.S. has declined by approximately 63 percent from its peak in 1981. Due to enhanced technology, however, more wells are being drilled and the domestic production of oil and natural gas remains roughly equivalent to prior years. Record low drilling activity levels were experienced in 1986, 1992, 1999 (with April 1999 recording the lowest U.S. drilling rig count in the industry’s history), 2002 and again in 2009.
50
+ The rig count during the most recent prior cycle peaked at the end of the third quarter of 2008, and began to decline sharply during the fourth quarter of 2008. U.S. domestic drilling activity declined by 57 percent from the third quarter of 2008 to the second quarter of 2009, which was the steepest annualized decline rate in the industry’s history. Between the second quarter of 2009 and the end of 2010, U.S. domestic drilling activity increased by 93 percent, but is 17 percent lower than the prior cyclical peak in the third quarter of 2008. As of a recent date in 2011, U.S. domestic drilling activity has increased by approximately two percent compared to the fourth quarter of 2010.
51
+ 6
52
+ During 2010 the average price of natural gas increased by approximately 12 percent, and the average price of oil increased by approximately 17 percent. The change in domestic drilling activity during 2010 was consistent with the recovery in the prices of oil and natural gas, as well as the improvement in the overall economy following the financial crisis and recession in 2008 and 2009. Although our business has repeatedly demonstrated that it is cyclical, we continue to believe that the long-term prospects for our business are favorable due to growing global demand for oil and natural gas. In addition, we believe in the long-term growth of our business due to increased need for RPC’s services demanded by current drilling and completion techniques.
53
+ Since 2001 and 2009, gas drilling rigs represented an increasing percentage of the total drilling rig count, and have represented over 70 percent of the drilling rig count during these years. In 2010, the percentage of drilling rigs drilling for natural gas declined, and represented 61 percent of total drilling activity. Although the demand trend for natural gas is continuing to rise, the price of natural gas has remained low in recent years due to increased domestic reserves and productivity of new wells. In contrast, the price of oil has increased, and producers in the domestic market have started to exploit new resource plays that are economical at current high oil prices The long-term demand outlook for natural gas is still favorable because, unlike oil, foreign imports of natural gas do not compete with domestic production to a meaningful degree. This lack of foreign competition tends to keep prices high enough to ensure that domestic drilling and production will continue at certain minimum levels. Based on current demand levels for natural gas as well as the high oil and gas well depletion rates experienced over the past several years, it is anticipated that gas-directed drilling will continue to represent the majority of the total drilling rig count in the foreseeable future.
54
+ In addition, there are certain types of wells being drilled in the U.S. domestic market for which there is a higher demand for RPC’s services. Known as either directional or horizontal wells, these wells are more difficult and costly to complete. These wells are predominantly natural gas wells, although they are increasingly being drilled for oil as well. Because they are drilled through a narrow formation and the formation is typically a relatively impermeable formation such as shale, they require additional stimulation when they are completed. Also, many of these formations require high pumping rates of stimulation fluids under high pressures, which in turn means that there is a great deal of pressure pumping horsepower required to complete the well. Furthermore, since they are not drilled in a straight vertical direction from the Earth’s surface, they require tools and drilling mechanisms that are flexible, rather than rigid, and can be steered once they are downhole. Specifically, these types of wells require RPC’s pressure pumping and coiled tubing services, as well as our downhole tools and services.
55
+ International. RPC has historically operated in several countries outside of the United States, although international revenues have never accounted for more than 10 percent of total revenues. Over the past several years, RPC has continued its focus on developing international opportunities, although our equipment investments over the last couple of years have emphasized domestic rather than international expansion. International revenues for 2010 increased due to higher customer activity levels in Canada, Columbia, and Qatar, among other countries, partially offset by decreases in Mexico and the elimination of revenue in Egypt. During 2010, RPC provided snubbing, well control and oilfield training services in New Zealand, Qatar, Columbia, Gabon, Saudi Arabia, and Mexico, among other countries. We also provided rental tools in Columbia and Argentina, and downhole motors and tools in Canada, Tunisia, Mexico, the Congo and Oman. We continue to focus on the selective development of international opportunities in these and other markets, although we believe that it will continue to be less than 10 percent of total revenues.
56
+ RPC provides services to its international customers through branch locations or wholly owned foreign subsidiaries. The international market is prone to political uncertainties, including the risk of civil unrest and conflicts. However, due to the significant investment requirement and complexity of international projects, customers’ drilling decisions relating to such projects tend to be evaluated and monitored with a longer-term perspective with regard to oil and natural gas pricing, and therefore have the potential to be more stable than most U.S. domestic operations. Additionally, the international market is dominated by major oil companies and national oil companies which tend to have different objectives and more operating stability than the typical independent oil and gas producer in the U.S. Predicting the timing and duration of contract work is not possible. Pursuing selective international opportunities for revenue growth continues to be a strong emphasis for RPC. Refer to Note 12 in the Notes to Consolidated Financial Statements for further information on our international operations.
57
+ Growth Strategies
58
+ RPC’s primary objective is to generate excellent long-term returns on investment through the effective and conservative management of its invested capital, thus yielding strong cash flow. This objective continues to be pursued through strategic investments and opportunities designed to enhance the long-term value of RPC while improving market share, product offerings and the profitability of existing businesses. Growth strategies are focused on selected customers and markets in which we believe there exist opportunities for higher growth, customer and market penetration, or enhanced returns achieved through consolidations or through providing proprietary value-added products and services. RPC intends to focus on specific market segments in which it believes that it has a competitive advantage and on potential large customers who have a long-term need for our services in markets in which we operate.
59
+ 7
60
+ RPC seeks to expand its service capabilities through a combination of internal growth, acquisitions, joint ventures and strategic alliances. Because of the fragmented nature of the oil and gas services industry, RPC believes a number of attractive acquisition opportunities exist. However, current strong business conditions have encouraged potential sellers of businesses to expect high prices for their businesses, so we believe we generate better returns growing organically in service lines and geographic locations in which we have experience and presence.
61
+ RPC has a revolving credit facility to fund the purchase of revenue-producing equipment and other working capital requirements. During the third quarter of 2010, we renewed our facility to fund our ongoing capital needs. We have pursued this capital source because of the high returns on investment that have been generated by many of our service lines during the previous several years, and because of the low cost and ready availability of debt capital. During 2009 we reduced capital expenditures due to the industry downturn and the resulting lower near-term expected returns on investment. However, we increased our purchases of revenue-producing equipment in 2010 to support new and projected significant customer agreements. In spite of increased capital expenditures and working capital requirements during 2010, at the end of the year our level of debt was conservative compared to a number of our peers. Furthermore, we believe that the favorable long-term returns on investment in our revenue-producing equipment justify financing their purchase using debt.
62
+ Customers
63
+ Demand for RPC’s services and products depends primarily upon the number of oil and natural gas wells being drilled, the depth and drilling conditions of such wells, the number of well completions and the level of production enhancement activity worldwide. RPC’s principal customers consist of major and independent oil and natural gas producing companies. During 2010, RPC provided oilfield services to several hundred customers. Of these customers, only one, Chesapeake Energy Corporation at approximately 15 percent of revenues, accounted for more than 10 percent of revenues. RPC believes that its relationship with this customer is good. Although the Company believes that we would be able to obtain other customers for our services in the event of the loss of this major customer, the loss of this customer could have a material adverse effect on Company revenues and operating results in the near term.
64
+ Sales are generated by RPC’s sales force and through referrals from existing customers. During 2010 we entered into several agreements, with terms beyond one year, to provide services to certain domestic customers. These agreements represent a growing percentage of our revenues, and we monitor closely the financial condition of these customers, their capital expenditure plans, and other indications of their drilling and completion activities. Due to the short lead time between ordering services or equipment and providing services or delivering equipment, there is no significant sales backlog in most of our service lines.
65
+ Competition
66
+ RPC operates in highly competitive areas of the oilfield services industry. RPC’s products and services are sold in highly competitive markets, and its revenues and earnings are affected by changes in prices for our services, fluctuations in the level of customer activity in major markets, general economic conditions and governmental regulation. RPC competes with many large and small oilfield industry competitors, including the largest integrated oilfield services companies. RPC believes that the principal competitive factors in the market areas that it serves are product and service quality and availability, reputation for safety and technical proficiency, and price.
67
+ The oil and gas services industry includes a small number of dominant global competitors including, among others, Halliburton Energy Services Group, a division of Halliburton Company, Baker Hughes and Schlumberger Ltd., and a significant number of locally oriented businesses.
68
+ Facilities/Equipment
69
+ RPC’s equipment consists primarily of oil and gas services equipment used either in servicing customer wells or provided on a rental basis for customer use. Substantially all of this equipment is Company owned. RPC purchases oilfield service equipment from a limited number of manufacturers. These manufacturers of our oilfield service equipment may not be able to meet our requests for timely delivery during periods of high demand which may result in delayed deliveries of equipment and higher prices for equipment.
70
+ RPC both owns and leases regional and district facilities from which its oilfield services are provided to land-based and offshore customers. RPC’s principal executive offices in Atlanta, Georgia are leased. The Company owns two primary administrative buildings, one in Houston, Texas that includes the Company’s operations, engineering, sales and marketing headquarters, and one in Houma, Louisiana that includes certain administrative functions. RPC believes that its facilities are adequate for its current operations. For additional information with respect to RPC’s lease commitments, see Note 9 of the Notes to Consolidated Financial Statements.
71
+ 8
72
+ Governmental Regulation
73
+ RPC’s business is affected by state, federal and foreign laws and other regulations relating to the oil and gas industry, as well as laws and regulations relating to worker safety and environmental protection. RPC cannot predict the level of enforcement of existing laws and regulations or how such laws and regulations may be interpreted by enforcement agencies or court rulings, whether additional laws and regulations will be adopted, or the effect such changes may have on it, its businesses or financial condition.
74
+ In addition, our customers are affected by laws and regulations relating to the exploration for and production of natural resources such as oil and natural gas. These regulations are subject to change, and new regulations may curtail or eliminate our customers’ activities in certain areas where we currently operate. We cannot determine the extent to which new legislation may impact our customers’ activity levels, and ultimately, the demand for our services.
75
+ Intellectual Property
76
+ RPC uses several patented items in its operations, which management believes are important but are not indispensable to RPC’s success. Although RPC anticipates seeking patent protection when possible, it relies to a greater extent on the technical expertise and know-how of its personnel to maintain its competitive position.
77
+ Availability of Filings
78
+ RPC makes available, free of charge, on its website, www.rpc.net, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports on the same day as they are filed with the Securities and Exchange Commission.
79
+ 9
raw/filings/0000742278/2010/0001188112-11-000495/item13.txt ADDED
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1
+ Item 13. Certain Relationships and Related Party Transactions and Director Independence
2
+ Information concerning certain relationships and related party transactions will be included in the RPC Proxy Statement for its 2011 Annual Meeting of Stockholders, in the sections titled, “Certain Relationships and Related Party Transactions.” Information regarding director independence will be included in the RPC Proxy Statement for its 2011 Annual Meeting of Stockholders in the section titled “Director Independence and NYSE Requirements.” This information is incorporated herein by reference.
raw/filings/0000742278/2010/0001188112-11-000495/item9a.txt ADDED
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1
+ Item 9A. Controls and Procedures
2
+ 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.
3
+ As of the end of the period covered by this report, December 31, 2010 (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.
4
+ Management’s report on internal control over financial reporting — Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Management’s report on internal control over financial reporting is included on page 30 of this report. Grant Thornton LLP, the Company’s independent registered public accounting firm, has audited the effectiveness of internal control as of December 31, 2010 and issued a report thereon which is included on page 31 of this report.
5
+ Changes in internal control over financial reporting — Management’s evaluation of changes in internal control did not identify any changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
raw/filings/0000742278/2010/0001188112-11-000495/rp_note.txt ADDED
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1
+ Note 11: Related Party Transactions
2
+ Related Party Transactions
3
+ Marine Products Corporation
4
+ Effective February 28, 2001, the Company spun-off the business conducted through Chaparral Boats, Inc. (“Chaparral”), RPC’s former powerboat manufacturing segment. RPC accomplished the spin-off by contributing 100 percent of the issued and outstanding stock of Chaparral to Marine Products Corporation (a Delaware corporation) (“Marine Products”), a newly formed wholly-owned subsidiary of RPC, and then distributing the common stock of Marine Products to RPC stockholders. In conjunction with the spin-off, RPC and Marine Products entered into various agreements that define the companies’ relationship.
5
+ In accordance with a 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 aggregated approximately $689,000 in 2010, $713,000 in 2009 and $842,000 in 2008. The Company’s receivable due from Marine Products for these services as of December 31, 2010 and 2009 was approximately $65,000. The Company’s directors are also directors of Marine Products and all of the executive officers are employees of both the Company and Marine Products.
6
+ Other
7
+ The Company periodically purchases in the ordinary course of business products or services from suppliers, who are owned by significant officers or stockholders, or affiliated with the directors of RPC. The total amounts paid to these affiliated parties were approximately $551,000 in 2010, $409,000 in 2009 and $393,000 in 2008.
8
+ RPC receives certain administrative services and rents office space from Rollins, Inc. (a company of which Mr. R. Randall Rollins is also Chairman and which is otherwise affiliated with RPC). The service agreements between Rollins, Inc. and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent totaled $94,000 in 2010, $87,000 in 2009 and $90,000 in 2008.
9
+ A group that includes the Company’s Chairman of the Board, R. Randall Rollins and his brother Gary W. Rollins, who is also a director of the Company, and certain companies under their control, controls in excess of fifty percent of the Company’s voting power.
raw/filings/0000742278/2010/0001188112-11-000495/rpt_disclosure.txt ADDED
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1
+ CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
2
+ Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $639,000 in 2011.
3
+ During 2011, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2011, payments totaling approximately $1,458,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been incurred for similar services from unaffiliated third parties.
4
+ RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $102,000 in 2011.
5
+ A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power.
6
+ Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2011 were reviewed, approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code.
7
+ 26
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