RES 8-K/A
Rpc Inc (RES)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
On April 7, 2025, RPC, Inc. (“RPC” or the “Company”), filed a Current Report on Form 8-K announcing that on April 1, 2025 (“Closing Date”), the Company through its wholly owned subsidiary, Thru Tubing Solutions, Inc, purchased all of the membership interests of Pintail Alternative Energy L.L.C. (“Pintail”) pursuant to that certain Membership Interest Purchase Agreement, dated as of the Closing Date, by and among (i) RPC; (ii) Houston Companies, L.P (“Houston LP”); (iii) Clayton Kenworthy, a resident of the state of Texas (“Kenworthy”, and together with Houston LP, the “Direct Sellers”); (iv) Matthew Houston, a resident of the state of Texas and beneficial owner of one hundred percent (100%) of the partnership interest of Houston LP (“Houston” and together with the Direct Sellers, the “Sellers”); (v) Pintail Alternative Energy, L.L.C., (“Pintail”); and (vi) Houston, in his capacity as the Sellers’ representative as set forth therein. This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K filed on April 7, 2025 (the “April Form 8-K”) to provide the financial information required by Items 9.01(a) and 9.01(b) of Form 8-K.
The text of the April Form 8-K is incorporated herein by reference. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the April Form 8-K.
The pro forma financial information included in this report has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and Pintail would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired. |
The historical audited financial statements of Pintail as of and for the year ended December 31, 2024, together with the notes thereto and the independent auditor’s report thereon, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (b) | Pro forma financial information. |
The unaudited pro forma condensed combined financial information giving effect to the Company’s acquisition of Pintail and which consist of the unaudited pro forma condensed combined balance sheet of the Company and Pintail as of December 31, 2024, and the unaudited pro forma condensed combined statement of income for the year ended December 31, 2024, together with the notes thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (d) | Exhibits. |
Exhibit No. | Exhibit Description | |
23.1 | Consent of Weaver and Tidwell L.L.P., independent auditors of Pintail Alternative Energy, L.L.C. | |
99.1 | ||
99.2 |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, RPC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RPC, Inc. |
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Date: June 12, 2025 | /s/ Michael L. Schmit |
| Michael L. Schmit |
| Vice President and Chief Financial Officer |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference of our report dated March 24, 2025, relating to the financial statements of Pintail Alternative Energy, L.L.C. as of December 31, 2024 and for the year then ended included in this Current Report on Form 8-K/A of RPC, Inc,. in the Registration Statements of RPC, Inc. on Form S-3 (File No. 333-286706) and Form S-8 (File No. 333-278876).
/s/ Weaver and Tidwell, L.L.P. |
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Midland, Texas |
June 12, 2025 |
Exhibit 99.1
Pintail Alternative Energy, L.L.C.
Financial Report
December 31, 2024
CONTENTS
| Page |
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2 | |
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Financial Statements | |
3 | |
4 | |
5 | |
6 | |
7 |
| 400 West Illinois Avenue, Suite 1550 |
Midland, Texas 79701 | |
432-683-5226 |
To the Members of
Pintail Alternative Energy, L.L.C.
Midland, Texas
Opinion
We have audited the financial statements of Pintail Alternative Energy, L.L.C., which comprise the balance sheet as of December 31, 2024, and the related statement of income, changes in members’ equity, and cash flows for the year then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Pintail Alternative Energy, L.L.C. as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Pintail Alternative Energy, L.L.C. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Pintail Alternative Energy, L.L.Cs ability to continue as a going concern for one year after the date that the financial statements are issued (or when applicable, one year after the date that the financial statements are available to be issued).
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
Weaver and Tidwell, L.L.P.
CPAs AND ADVISORS | WEAVER.COM
2
The Members of
Pintail Alternative Energy, L.L.C.
In performing an audit in accordance with GAAS, we:
· | Exercise professional judgment and maintain professional skepticism throughout the audit. |
· | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
· | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Pintail Alternative Energy, L.L.C’s internal control. Accordingly, no such opinion is expressed. |
· | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
· | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Pintail Alternative Energy, L.L.C’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ WEAVER AND TIDWELL, L.L.P.
Midland, Texas
March 24, 2025
Pintail Alternative Energy, L.L.C.
December 31, 2024
ASSETS |
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CURRENT ASSETS | | | |
| | | |
Cash and cash equivalents | | $ | 32,331,449 |
Accounts receivable | | | 62,594,972 |
Prepaids | | | 1,457,543 |
Inventory | | | 8,218,912 |
| | | |
Total current assets | | | 104,602,876 |
| | | |
PROPERTY AND EQUIPMENT, net | | | 44,077,202 |
| | | |
OPERATING LEASE RIGHT-OF-USE ASSET, net | | | 870,061 |
| | | |
FINANCE LEASE RIGHT-OF-USE ASSETS, net | | | 1,278,342 |
| | | |
TOTAL ASSETS | | $ | 150,828,481 |
| | | |
LIABILITIES AND MEMBERS’ EQUITY | | | |
CURRENT LIABILITIES | | | |
| | | |
Accounts payable | | $ | 41,936,293 |
Accrued liabilities | | | 7,690,899 |
Current portion of note payable | | | 1,041,666 |
Current portion of finance leases | | | 558,495 |
Current portion of operating lease | | | 298,564 |
| | | |
Total current liabilities | | | 51,525,917 |
| | | |
LONG-TERM LIABILITIES | | | |
| | | |
Note payable, long-term portion | | | 3,541,667 |
Finance leases, less current portion | | | 798,858 |
Operating lease, less current portion | | | 538,443 |
| | | |
Total long-term liabilities | | | 4,878,968 |
| | | |
Total liabilities | | | 56,404,885 |
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TOTAL MEMBERS’ EQUITY | | | 94,423,596 |
| | | |
TOTAL LIABILITIES AND MEMBERS’ EQUITY | | $ | 150,828,481 |
The Notes to Financial Statements are an integral part of this statement.
Pintail Alternative Energy, L.L.C.
Year Ended December 31, 2024
REVENUES |
| $ | 409,096,739 |
| | | |
COST OF REVENUES | | | 309,465,819 |
| | | |
Gross profit | | | 99,630,920 |
| | | |
GENERAL AND ADMINISTRATIVE EXPENSES | | | 19,188,430 |
| | | |
Income from operations | | | 80,442,490 |
| | | |
OTHER INCOME (EXPENSE) | | | |
| | | |
Other income | | | 1,358,151 |
Interest expense | | | (359,806) |
| | | |
Total other income (expense), net | | | 998,345 |
| | | |
Net income before state income tax | | | 81,440,835 |
| | | |
State income tax expense | | | (622,552) |
| | | |
NET INCOME | | $ | 80,818,283 |
The Notes to Financial Statements are an integral part of this statement.
Pintail Alternative Energy, L.L.C.
Statement of Changes in Members’ Equity Year Ended December 31, 2024
BALANCE, January 1, 2024 |
| $ | 69,624,974 |
| | | |
Members’ distributions | | | (56,019,661) |
| | | |
Net income | | | 80,818,283 |
| | | |
BALANCE, December 31, 2024 | | $ | 94,423,596 |
The Notes to Financial Statements are an integral part of this statement.
Pintail Alternative Energy, L.L.C.
Statement of Cash Flow Year Ended December 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES |
| | |
| | | |
Net income | | $ | 80,818,283 |
Adjustment to reconcile net income to net cash provided by operating activities | | | |
Depreciation expense | | | 18,258,344 |
Right-of-use amortization | | | 613,907 |
Loss on sale of property and equipment | | | 97,360 |
Changes in operating assets and liabilities | | | |
Accounts receivable | | | (8,918,810) |
Inventory | | | (4,547,874) |
Accounts payable | | | 2,785,477 |
Accrued liabilities | | | (1,584,146) |
Operating lease liability | | | (207,645) |
| | | |
Net cash provided by operating activities | | | 87,314,896 |
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CASH FLOW FROM INVESTING ACTIVITIES | | | |
| | | |
Purchases of property and equipment | | | (19,815,102) |
Proceeds from sale of property and equipment | | | 2,436,454 |
| | | |
Net cash used in investing activities | | | (17,378,648) |
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CASH FLOW FROM FINANCING ACTIVITIES | | | |
| | | |
Payments on note payable | | | (703,767) |
Payments of finance lease liabilities | | | (371,331) |
Distributions to members | | | (56,019,661) |
| | | |
Net cash used in financing activities | | | (57,094,759) |
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Net increase in cash | | | 12,841,489 |
| | | |
CASH, beginning of year | | | 19,489,960 |
| | | |
CASH, end of year | | $ | 32,331,449 |
| | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | |
Interest paid | | $ | 359,806 |
| | | |
SUPPLEMENTAL SCHEDULE OF NON-CASH AND FINANCING ACTIVITIES | | | |
| | | |
Finance lease, right of use asset and associated liability | | $ | 329,769 |
Operating lease, right of use asset and associated liability | | $ | 622,299 |
The Notes to Financial Statements are an integral part of this statement.
Pintail Alternative Energy, L.L.C.
Notes to Financial Statements
Note 1. Summary of Significant Accounting Policies
Nature of Operations
Pintail Alternative Energy, L.L.C. (the Company) was formed in the State of Delaware in April of 2021. The company is located in Midland, Texas. The Company provides wireline and completion services to oil and gas entities in West Texas and New Mexico. The Company is owned by two private individuals. Per the Company agreement, the company will continue to exist until a liquidation event, as defined by the agreement, occurs.
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There are no estimates considered significant.
Cash and Cash Equivalents
The Company maintains its cash in financial institutions, which at times may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.
Receivables and Credit Policies
Accounts receivable represent amounts due from customers and are reported at net realizable value. Accounts are written off when they are determined to be uncollectible based upon management’s assessment of individual accounts. A provision for credit loss (CECL) is evaluated on a regular basis by management and is based upon the collectability of the receivables in light of historical experience, the nature and volume of the receivables, adverse situations that may affect the customers’ ability to repay and prevailing economic conditions. The Company’s customer base primarily consists of large, well-established entities with strong credit ratings, and the Company has a long-standing history of timely collections and minimal write-offs. Based on this evaluation, including a review of customer payment trends and the absence of any known collections issues, as of December 31, 2024, the allowance for credit losses related to receivables is insignificant to the financial statements. The Company incurred no credit loss expense as of December 31, 2024. Accounts receivable balance was $62,594,972 and $53,676,162 as of December 31, 2024 and 2023, respectively.
Concentrations
The Company manages credit risk with various customers, as appropriate. All of the Company’s customers operate or provide services in the oil and gas industry, which is susceptible to swings in economic cycles. This concentration of customers may impact the Company’s overall credit risk, either positively or negatively, in that these entities may be similarly affected by changes in economic or other conditions. Collateral is not normally required for credit extended in the form of accounts receivable to the Company’s customers. The Company believes this risk is mitigated by the size, reputation and nature of its customers. Major customers are those whose sales compromise 10% or more of revenues or account receivable. As of December 31, 2024, the Company had four customers who represented 69% of accounts receivable. As of December 31, 2024, the Company had five customers who represented 78% of revenue.
Pintail Alternative Energy, L.L.C.
Notes to Financial Statements
The Company is dependent on third-party pump-down perforation systems from distributors and dealers for supply of their well completion services. The Company is dependent on the ability of its suppliers to provide equipment, products and services on a timely basis and on favorable pricing terms. However, the Company believes that sufficient alternative suppliers exist to prevent significant adverse consequences should the Company be unable to utilize its present suppliers. The Company believes that its relationships with its suppliers are satisfactory. Major vendors are those where purchases compromise 10% or more of cost of sales or accounts payable. As of December 31, 2024, the Company had one vendor who represented 75% of accounts payable. As of December 31, 2024, the Company had one vendor who represented 69% of cost of sales.
Inventory
Inventory consists of the explosives used for completion services and is valued at weighted average using the first-in, first-out method. As of December 31, 2024 total inventory was $8,218,912.
The Company evaluates the need to record inventory adjustments on all types of inventories. In determining the need for adjustment for obsolescence, management considers a number of factors including industry market conditions, ales trends for certain types of inventory, and economic conditions. The Company did not record any loss on inventory obsolescence for the year ended December 31, 2024.
Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to expenses as incurred. Improvements or betterments of a permanent nature are capitalized. The cost of assets disposed of, and the related accumulated depreciation, are eliminated from the accounts in the year of disposal. Depreciation expense for property and equipment was $18,258,344 for the year ended December 31, 2024. Depreciation is computed using the straight-line method over the estimated useful lives and is included in cost of revenues in the statement of income.
The following table summarizes useful lives of property and equipment:
| | Useful |
| December 31, | |
| | Lives | | 2024 | |
Wireline equipment |
| 1-7 | years | $ | 71,981,980 |
Aircraft | | 20 | years | | 2,876,063 |
Vehicles | | 5 | years | | 3,628,880 |
| | | | | |
Total costs of property and equipment | | | | | 78,486,923 |
Less accumulated depreciation | | | | | (34,409,721) |
| | | | | |
Property and equipment, net | | | | $ | 44,077,202 |
Pintail Alternative Energy, L.L.C.
Notes to Financial Statements
Long-Lived Assets
In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 360, Property Plant and Equipment long-lived assets, excluding goodwill, to be held and used by the Company are reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, the Company bases their evaluation on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present.
If such impairment indicators are present or other factors exist that indicate the carrying amount of the asset may not be recoverable, the Company determines whether an impairment has occurred through the use of discounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset. The Company determined there was no such impairment for the year ended December 31, 2024.
Revenue Recognition
In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), as amended by subsequent ASUs (collectively, ASC 606) which amends the existing accounting standards for revenue recognition and establishes principles for recognizing revenue upon the transfer of promised goods or services to customers based on the expected consideration to be received in exchange for those goods or services.
The Company elected the practical expedient under ASC 606-10-55-18 for recognizing revenue in the amount to which the entity has the right to invoice in an amount that corresponds directly with the value to the customer of the entity1s performance completed to date.
The Company recognizes revenue in an amount equal to consideration received for transferred goods or services to customers. To determine when and how revenue is recognized from contracts with customers the Company performs the following five-step analysis: 1) identification of contract with customer, 2) determination of performance obligations, 3) measurement of the transaction price, 4) allocation of the transaction price to the performance obligations, and 5) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company’s contracts are generally accounted for as a single unit of account (i.e., as a single performance obligation).
The Company participates in a highly volatile industry that is characterized by rapid commodity price changes, intense competitive pressure, and cyclical market patterns. The Company’s revenues, results of operations, and cash flows are affected by a wide variety of factors, including general economic conditions, the geographical regions of its customers, the type of customer, the type of contract, and contract duration.
Approximately all of the Company’s revenues are for performance obligations as services are rendered resulting from the performance of completion services on a per transaction, per labor hour, or volume of wireline and completion services, the Company’s single revenue stream. Revenue is recognized as the performance obligations are satisfied.
Pintail Alternative Energy, L.L.C.
Notes to Financial Statements
Income Taxes
Under provisions of the Internal Revenue Code, the Company is not subject to Federal income taxes. Accordingly, Federal income taxes on any income or losses realized are the responsibility of the respective members. However, the Company may be subject to state and local income taxes in certain jurisdictions. As of December 31, 2024, the Company had accrued Texas Franchise Tax totaling $664,454.
The Company evaluates uncertain tax positions with the presumption of audit detection and applies a "more likely than not" standard to evaluate the recognition of tax benefits or provisions. The Company applies a two-step process to determine the amount of tax benefits or provisions to record in the financial statement. The Company determines whether any amount may be recognized and then determines how much of a tax benefit or provision should be recognized. As of December 31, 2024, the Company has no uncertain tax positions.
Under the centralized partnership audit rules effective for tax years beginning after 2017, the Internal Revenue Service (IRS) is able to assess and collect underpayments of tax from the underlying entity instead of from each member. In such case, the Company may be able to pass the adjustments through to its members’ by making a push-out election or, if eligible, by electing out of the centralized partnership audit rules.
The ability to tax from the Company is only an administrative convenience for the IRS to collect any underpayment of income taxes including interest and penalties. Income taxes on the Company’s income, regardless of who pays the tax or when the tax is paid, is attributed to the members. Any payment made by the Company as a result of an IRS examination would be treated as a distribution from the Company to the member in the financial statements.
Accrued Liabilities
Accrued liabilities consists of accrued performance bonuses, state and sales tax, and other various expenses.
Contingencies
The Company records an estimated loss from a contingency when information available prior to the issuance of its financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements, and the amount of the loss can be reasonably estimated. Accounting for contingencies such as environmental, legal, and income tax matters requires the Company to use its judgment. As of December 31, 2024, there was no losses accrued for.
Advertising Costs
Advertising costs are charged to operations when incurred. Advertising expense for the year ended December 31, 2024 was $1,121,844, and is recorded in general and administrative expenses on the statement of income.
Subsequent Events
The Company has evaluated subsequent events that occurred after December 31, 2024, through March 24, 2025, the date on which the financial statements were available to be issued. During this period, there were no material subsequent events that required recognition or additional disclosure in the financial statement.
Note 2. Note Payable
The Company has financed the purchase of equipment through one note payable. The note payable has a maturity date 60 months from origination and accrues interest at a rate equal to 6%. The note payable is secured by equipment.
Pintail Alternative Energy, L.L.C.
Notes to Financial Statements
Note payable consists of the following at December 31, 2024:
Note payable to an equipment lending company; quarterly principal and interest payments with the first 15 quarterly principal payments equal to 50% of the original loan balance divided by 15. The final principal payment equal to 50% of the original loan balance; maturity on June 30, 2026. |
| $ | 4,583,333 |
| | | |
Total notes payable | | $ | 4,583,333 |
The schedule of principal payments for the long-term note payable at December 31, 2024 is as follows:
2025 |
| $ | 1,041,666 |
2026 | | | 3,541,667 |
| | | |
Total outstanding note payable | | | 4,583,333 |
| | | |
Less current maturities | | | 1,041,666 |
| | | |
Note payable, net of current maturities | | $ | 3,541,667 |
Interest expense on the note payable totaled $267,013 for the year ended December 31, 2024, and is included in interest expense in the statement of income.
Note 3. Leases
The Company leases two office facilities under long-term, non-cancelable operating lease agreements. The office leases expire in 2027 and provides for limited renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The Company leases various vehicles under long-term finance leases with a buy-out option. These leases expire at various dates through 2027.
In July 2024, The Company entered into two related party operating leases. The first lease is for agricultural property under a long-term operating lease agreement expiring in 2028 with no renewal options. Under the terms of the related party agricultural property lease the Company will pay a fixed rate of $7,083 per month beginning July 1, 2024 for 48 months. The second lease is an office facility lease under a long-term operating lease agreement expiring in 2027 with limited renewal options. Under the terms of the related party office lease the Company will pay a fixed rate of $10,000 per month beginning July 1, 2024 for 36 months.
The Company determines if an arrangement is a lease at inception. The operating leases are included in operating lease right-of-use (ROU) asset and operating lease liability on our balance sheet. Finance leases are included in finance lease ROU assets and finance lease liabilities on our balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected to apply the short-term lease exemption to leases with a term of twelve months or less. As of December 31, 2024, the Company had one short-term lease.
Pintail Alternative Energy, L.L.C.
Notes to Financial Statements
In evaluating contracts to determine if they qualify as a lease, the Company considers factors such as if it has obtained substantially all of the rights to the underlying asset through exclusivity, if it can direct the use of the asset by making decisions about how and for what purpose the asset will be used and if the lessor has substantive substitution rights. This evaluation may require significant judgment.
None of the Company’s lease agreements contain contingent rental payments, material residual value guarantees or material restrictive covenants. The depreciable life of related leasehold improvements is based on the shorter of the useful life or the lease term. The Company has no finance leases, no sublease agreements, and no lease agreements in which it is named as a lessor. The Company performs interim reviews of its long-lived assets for impairment when evidence exists that the carrying value of an asset group, including a leased asset, may not be recoverable, and the Company did not recognize an impairment expense associated with leased assets during 2024.
The Company had two leases for aircraft that are leased on a month-to-month basis. The leases under these agreements are used for the right to book aircraft for travel, which is billed separately. In 2024, the Company ceased leasing aircraft, having acquired its own. The Company also has short-term equipment rentals that are charged on hourly, daily, weekly, or monthly rates as applicable. The short-term lease cost recognized and disclosed for those leases is included in the cost of sales on the statement of income for $9,593,970 for the year ending December 31, 2024.
Some of the Company’s lease agreements allow for options to extend or terminate the respective lease. The Company’s includes those options in determining a lease’s term when the Company is reasonably sure to exercise them.
The components of lease expense during the year ended December 31, 2024 were as follows:
Finance lease cost |
| | |
|
Amortization of right-of-use assets (included in cost of revenues) | | $ | 428,742 | |
| | | | |
Interest of lease liabilities (included in interest expense) | | | 92,793 | |
| | | | |
Operating lease cost (general and administrative expenses) | | | 185,165 | |
| | | | |
Total lease cost | | $ | 706,700 | |
| | | | |
Cash paid for amounts included in the measurement of lease liabilities | | | | |
| | | | |
Financing cash flows from finance leases | | $ | 371,331 | |
| | | | |
Operating cash flows from operating leases | | $ | 185,165 | |
| | | | |
Right-of-use assets obtain in exchange for new finance lease liabilities | | $ | 329,769 | |
| | | | |
Right-of-use assets obtain in exchange for new operating lease liabilities | | $ | 622,299 | |
| | | | |
Weighted-average remaining lease term - finance leases | | | 2.7 | |
| | | | |
Weighted-average remaining lease term - operating leases | | | 2.4 | |
| | | | |
Weighted-average discount rate - finance leases | | | 6.00 | % |
| | | | |
Weighted-average discount rate - operating leases | | | 6.00 | % |
Pintail Alternative Energy, L.L.C.
Notes to Financial Statements
Future minimum lease payments under non-cancellable leases as of December 31, 2024 are as follows:
Year Ending December 31, |
| Operating Leases |
| Finance Leases |
| Total | |||
2025 | | $ | 383,904 | | $ | 684,559 | | $ | 1,068,463 |
2026 | | | 368,140 | | | 514,198 | | | 882,338 |
2027 | | | 200,094 | | | 250,114 | | | 450,208 |
2028 | | | — | | | 80,972 | | | 80,972 |
2029 | | | — | | | 64,231 | | | 64,231 |
Total future minimum lease payments | | | 952,138 | | | 1,594,074 | | | 2,546,212 |
Less imputed interest | | | (115,131) | | | (236,721) | | | (351,852) |
Total | | $ | 837,007 | | $ | 1,357,353 | | $ | 2,194,360 |
Note 4. Members’ Equity
The Company is organized as a limited liability company (LLC) with a single class of membership interests. Under the terms of the Company’s operating agreement, profits and losses are allocated to members in proportion to their ownership interests. Distributions to members are made at the discretion of the Company’s management and are generally based on available cash and members’ equity balances.
The Company will continue in perpetuity unless dissolved or terminated in accordance with the provisions of the operating agreement.
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On April 1, 2025 (the “Closing Date”), RPC, Inc. (the “Company” or “RPC”), through its wholly owned subsidiary, Thru Tubing Solutions, Inc., completed its previously announced acquisition of Pintail Alternative Energy, L.L.C (“Target” or “Pintail”). Pursuant to the terms of the Membership Interest Purchase Agreement dated as of April 1, 2025 (the “Merger Agreement”), by and among RPC and Pintail, on the Closing Date, Pintail merged with and into RPC (the “Merger”), and Pintail continued as a wholly owned subsidiary of RPC.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of December 31, 2024 gives effect to the Merger as if the transaction had been completed on December 31, 2024 and combines the audited consolidated balance sheet of RPC as of December 31, 2024 with Pintail’s audited balance sheet as of December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 gives effect to the Merger as if the transaction had occurred on January 1, 2024, the first day of RPC’s fiscal year 2024 and combines the historical results of RPC and Pintail. The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2024 combines the audited consolidated statement of operations of RPC for the fiscal year ended December 31, 2024 and Pintail’s audited statement of income for the fiscal year ended December 31, 2024.
The historical financial statements of RPC and Pintail have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believes are reasonable. The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Merger had been completed as of the dates set forth above, nor is it indicative of the future results or financial position of RPC following the Merger. The unaudited pro forma condensed combined financial information does not reflect the costs of any management adjustments, including integration activities or cost savings or synergies that may be achieved because of the Merger.
The unaudited pro forma condensed combined financial information should be read in conjunction with:
| ● | The accompanying notes to the unaudited pro forma condensed combined financial information; |
| ● | The separate audited consolidated financial statements of RPC as of and for the fiscal year ended December 31, 2024 and the related notes, included in RPC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024; |
| ● | The separate audited financial statements of Pintail as of and for the fiscal year ended December 31, 2024 and the related notes, which are included elsewhere in this Form 8-K. |
Description of the Merger
On the Closing Date, RPC completed its acquisition of Pintail through the consummation of the Merger. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, on the Closing Date, 100% of the Pintail’s equity was automatically canceled and converted into the right to receive (i) $170.0 million in cash, without interest (“the Closing Cash”), (ii) $25.0 million of RPC common stock, through the issuance of 4,545,454 shares of restricted common stock of RPC (“Stock Consideration”) to one of the previous owners (the “Seller”), and (iii) $50.0 million in the form of a secured note payable to Houston LP (the “Seller Note”).
The Seller’s right to receive all of the Stock Consideration and 50% of the Seller Note is subject to continued employment of Seller for a period of three years, and automatically forfeited upon Seller termination. Therefore, in accordance with US GAAP these payments have been accounted for as part of Acquisition related employment costs. These payments are considered to be contingent consideration and not part of purchase price. Additionally, as payment of both principal and interest for 50% of the Seller Note is contingent upon the Seller’s continued employment with the Company through the maturity date, the Company recognized an Acquisition related employment obligation asset, representing the future economic benefit of the Seller’s continued employment. This asset is being amortized over the three-year service period on a straight-line basis.
An additional amount of $28.1 million, net of taxes (“Redistribution Payments”), paid out of acquisition proceeds are subject to continued employment obligations of certain Pintail’s employees for three years from the acquisition date and are also reflected as Acquisition related employment costs.
Accounting for the Merger
The Merger is being accounted for as a business combination using the acquisition method with RPC as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the Preliminary Merger consideration Non-contingent portion will be allocated to Pintail’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Merger. The process of valuing the net assets of Pintail immediately prior to the Merger, as well as evaluating accounting policies for conformity, is preliminary. Differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired, and liabilities assumed will be recorded as goodwill. The allocation and related adjustments of Preliminary Merger consideration - Non-contingent portion disclosed in this unaudited pro forma condensed combined financial information are subject to revision based on a final determination of fair value. Refer to Note 1 - Basis of Presentation for more information.
All financial data included in the unaudited pro forma condensed combined financial information is presented in thousands of U.S. Dollars and has been prepared on the basis of U.S. GAAP and RPC’s accounting policies.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2024
(in thousands)
| | RPC Historical | | Pintail Reclassed | | Pintail Transaction | (Note 4) | | Pro Forma Combined |
ASSETS | | | | | | | | | |
Cash and cash equivalents | $ | 325,975 | $ | 32,331 | $ | (202,752) | (a) | $ | 155,554 |
Accounts receivable, net of allowance for credit losses | | 276,577 | | 62,595 | | - | | | 339,172 |
Inventories | | 107,628 | | 8,219 | | - | | | 115,847 |
Income taxes receivable | | 4,332 | | - | | - | | | 4,332 |
Prepaid expenses | | 16,136 | | 864 | | 104 | (g) | | 17,104 |
Other current assets | | 2,194 | | - | | 8,333 | (b) | | 10,527 |
Total current assets | | 732,842 | | 104,009 | | (194,315) | | | 642,536 |
Property, plant and equipment, less accumulated depreciation | | 513,516 | | 44,665 | | 2,066 | (c) | | 560,247 |
Operating lease right-of-use assets | | 27,465 | | 870 | | - | | | 28,335 |
Finance lease right-of-use assets | | 4,400 | | 1,278 | | - | | | 5,678 |
Goodwill | | 50,824 | | - | | 32,597 | (e) | | 83,421 |
Other intangibles, net | | 13,843 | | - | | 96,900 | (d) | | 110,743 |
Retirement plan assets | | 30,666 | | - | | - | | | 30,666 |
Other assets | | 12,933 | | 6 | | 17,084 | (b) (g) | | 30,023 |
Total assets | $ | 1,386,489 | $ | 150,828 | $ | (45,668) | | $ | 1,491,649 |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | |
LIABILITIES | | | | | | | | | |
Accounts payable | $ | 84,494 | $ | 42,644 | $ | - | | $ | 127,138 |
Accrued payroll and related expenses | | 25,243 | | 3,863 | | - | | | 29,106 |
Accrued insurance expenses | | 7,942 | | - | | - | | | 7,942 |
Accrued state, local and other taxes | | 3,234 | | 2,921 | | - | | | 6,155 |
Income taxes payable | | 446 | | - | | - | | | 446 |
Unearned revenue | | 45,376 | | - | | - | | | 45,376 |
Current portion of notes payable | | - | | 1,042 | | 20,000 | (b) | | 21,042 |
Current portion of operating lease liabilities | | 7,108 | | 298 | | - | | | 7,406 |
Current portion of finance lease liabilities and finance obligations | | 3,522 | | 558 | | - | | | 4,080 |
Accrued expenses and other liabilities | | 4,548 | | 199 | | (215) | (f) | | 4,532 |
Total current liabilities | | 181,913 | | 51,525 | | 19,785 | | | 253,223 |
Long-term accrued insurance expenses | | 12,175 | | - | | - | | | 12,175 |
Retirement plan liabilities | | 24,539 | | - | | - | | | 24,539 |
Deferred income taxes | | 58,189 | | - | | - | | | 58,189 |
Long-term portion of notes payable | | - | | 3,542 | | 30,000 | (b) | | 33,542 |
Long-term operating lease liabilities | | 21,724 | | 538 | | - | | | 22,262 |
Long-term finance lease liabilities | | 559 | | 799 | | - | | | 1,358 |
Other long-term liabilities | | 9,099 | | - | | - | | | 9,099 |
Total liabilities | | 308,198 | | 56,404 | | 49,785 | | | 414,387 |
STOCKHOLDERS' EQUITY | | | | | | | | | |
Preferred stock | | - | | - | | - | | | - |
Common stock | | 21,494 | | - | | 455 | (h) | | 21,949 |
Members' equity | | - | | 94,424 | | (94,424) | (h) | | - |
Capital in excess of par value | | - | | - | | - | | | - |
Retained earnings | | 1,059,625 | | - | | (1,484) | (h) | | 1,058,141 |
Accumulated other comprehensive loss | | (2,828) | | - | | - | | | (2,828) |
Total stockholders' equity | | 1,078,291 | | 94,424 | | (95,453) | | | 1,077,262 |
Total liabilities and stockholders' equity | $ | 1,386,489 | $ | 150,828 | $ | (45,668) | | $ | 1,491,649 |
See the accompanying notes to the unaudited pro forma condensed combined financial information
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2024
(in thousands except share and per share data)
| | RPC Historical | | Pintail Reclassed (Note 2) | | Pintail Transaction Accounting Adjustments | (Note 5) | | Pro Forma Combined |
Revenues | $ | 1,414,999 | $ | 409,097 | $ | - | | $ | 1,824,096 |
COST AND EXPENSES: | | | | | | | | | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | | 1,036,648 | | 298,874 | | - | | | 1,335,522 |
Selling, general and administrative expenses |
| 156,437 | | 11,057 | | 1,029 | (b) | | 168,523 |
Depreciation and amortization |
| 132,575 | | 19,346 | | 3,458 | (a) | | 155,379 |
Acquisition related employment costs | | - | | - | | 26,042 | (c) | | 26,042 |
Gain on disposition of assets, net | | (8,199) | | (1,358) | | - | | | (9,557) |
Operating income | | 97,538 | | 81,178 | | (30,529) | | | 148,187 |
Interest expense | | (724) | | (360) | | (3,200) | (d) | | (4,284) |
Interest income | | 13,134 | | - | | - | | | 13,134 |
Other income, net |
| 2,854 | | - | | - | | | 2,854 |
Income before income taxes | | 112,802 | | 80,818 | | (33,729) | | | 159,891 |
Income tax provision |
| 21,358 | | - | | 11,772 | (e) | | 33,130 |
Net income | $ | 91,444 | $ | 80,818 | $ | (45,501) | | $ | 126,761 |
| | | | | | | | | |
Earnings per share | | | | | | | | | |
Basic | $ | 0.43 | | | | | | $ | 0.58 |
Diluted | $ | 0.43 | | | | | | $ | 0.58 |
| | | | | | | | | |
Weighted average shares outstanding – basic and diluted | | 214,942 | | | | 4,545 | (f) | | 219,487 |
See the accompanying notes to the unaudited pro forma condensed combined financial information.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 - Basis of Presentation
Historical financial statements of RPC and Pintail were prepared in accordance with U.S. GAAP. As discussed in Note 2 - RPC and Pintail reclassification adjustments, certain reclassifications were made to align Pintail’s financial statement presentation with RPC. With the information currently available, RPC has determined that no significant adjustments are necessary to conform Pintail’s financial statements to the accounting policies used by RPC.
The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X following the acquisition method of accounting in accordance with ASC 805, with RPC as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical financial statements of RPC and Pintail. Under ASC 805, all assets acquired, and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of Merger consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.
The allocation of the Preliminary Merger consideration – Non-contingent portion depends upon certain estimates and assumptions, all of which are preliminary, and has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The allocation of the Preliminary Merger consideration – Non-contingent portion set forth herein will be revised as additional information becomes available during the measurement period, which could be up to twelve months from the Closing Date. Any such revisions or changes may be material.
The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that RPC believes are reasonable under the circumstances. RPC is not aware of any material transactions between RPC and Pintail during the period presented. Accordingly, adjustments to eliminate transactions between RPC and Pintail have not been reflected in the unaudited pro forma condensed combined financial information.
Note 2 - RPC and Pintail reclassification adjustments
During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Pintail’s financial information to identify differences in accounting policies as compared to those of RPC and differences in financial statement presentation as compared to the presentation of RPC. In addition, certain reclassification adjustments have been made to conform Pintail’s historical financial statement presentation to RPC’s financial statement presentation. Management of the combined company is currently in the process of conducting a more detailed review of accounting policies and reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.
| A) | Refer to the table below for a summary of reclassification adjustments made to present Pintail’s balance sheet as of December 31, 2024 to conform with that of RPC: |
Pintail Historical Consolidated Balance Sheet Line Items | RPC Historical Consolidated Balance Sheet Line Items | | Pintail | | Reclassification | Notes | | Pintail Reclassed |
(in thousands) | | | | | | | | |
Cash and cash equivalents | Cash and cash equivalents | $ | 32,331 | $ | | | $ | 32,331 |
Accounts receivable | Accounts receivable, net of allowance for credit losses | | 62,595 | | | | | 62,595 |
Inventory | Inventories | | 8,219 | | | | | 8,219 |
Prepaids | Prepaid expenses | | 1,458 | | (594) | (a) | | 864 |
Property and equipment, net | Property, plant and equipment, less accumulated depreciation | | 44,077 | | 588 | (a) | | 44,665 |
Operating lease right-of-use asset, net | Operating lease right-of-use assets | | 870 | | | | | 870 |
Finance lease right-of-use assets, net | Finance lease right-of-use assets | | 1,278 | | | | | 1,278 |
| Other assets | | | | 6 | (a) | | 6 |
Accounts payable | Accounts payable | | 41,936 | | 708 | (b) | | 42,644 |
Accrued liabilities | | | 7,691 | | (7,691) | (b) | | - |
| Accrued payroll and related expenses | | | | 3,863 | (b) | | 3,863 |
| Accrued state, local and other taxes | | | | 2,921 | (b) | | 2,921 |
| Accrued expenses and other liabilities | | | | 199 | (b) | | 199 |
Current portion of notes payable | | | 1,042 | | | | | 1,042 |
Current portion of operating lease | Current portion of operating lease liabilities | | 298 | | | | | 298 |
Current portion of finance leases | Current portion of finance lease liabilities and finance obligations | | 558 | | | | | 558 |
Note payable, long-term portion | Long-term portion of notes payable | | 3,542 | | | | | 3,542 |
Operating lease, less current portion | Long-term operating lease liabilities | | 538 | | | | | 538 |
Finance leases, less current portion | Long-term finance lease liabilities | | 799 | | | | | 799 |
Members' equity | Member’s equity | | 94,424 | | | | | 94,424 |
| a) | Reclassification of $0.6 million of Prepaids to Property, plant and equipment and Other assets |
| b) | Reclassification of $7.7 million of Accrued liabilities to Accounts payable, Accrued payroll and related expense, Accrued state, local and other taxes, and Accrued expenses and other liabilities. |
| B) | Refer to the table below for a summary of adjustments made to present Pintail’s statement of income for the year ended December 31, 2024 to conform with that of RPC: |
Pintail Historical Consolidated Statement of Income Line Items | RPC Historical Consolidated Statement of Operations Line Items | | Pintail | | Reclassification | Notes | | Pintail Reclassed |
(in thousands) | | | | | | | | |
Revenues | Revenues | $ | 409,097 | | | | $ | 409,097 |
Cost of revenues | Cost of revenues |
| 309,466 | | (10,592) | (a) (b) | | 298,874 |
General and administrative expenses | Selling, general and administrative expenses | | 19,188 | | (8,131) | (a) (b) (c) | | 11,057 |
| Depreciation and amortization | | - | | 19,346 | (a) | | 19,346 |
Other income | Gain on disposition of assets, net | | (1,358) | | - | | | (1,358) |
Interest expense | Interest expense | | (360) | | - | | | (360) |
State income tax expense | |
| 623 | | (623) | (c) | | - |
Net Income | Net Income | $ | 80,818 | | | | $ | 80,818 |
Note 3 – Preliminary purchase price allocation
Preliminary Merger Consideration – Non-contingent portion
The preliminary non-contingent Merger consideration of $193.7 million includes Closing Cash of $170.0 million and $25.0 million of the Seller Note not contingent on continued service, offset by $1.3 million of contractual adjustments for net working capital, cash and debt. The purchase price was paid with cash-on-hand and partially by the issuance of Seller Note. The Merger Agreement contains a post-closing adjustment for an agreed-upon level of Pintail’s working capital, as well as other usual and customary items, which the Company expects to finalize by the end of the fiscal year 2025.
Preliminary Merger Consideration– Non-contingent portion allocation
The assumed allocation of the non-contingent Merger consideration is based on provisional amounts, and therefore not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. RPC used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions, for the preliminary estimate of fair values of assets acquired and liabilities assumed of Pintail. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that RPC believes are reasonable under the circumstances. The purchase price allocation set forth herein is preliminary and will be revised as additional information becomes available during the `measurement period, which could be up to twelve months from the Closing Date. Any such revisions or changes may be material. With the exception of Property, plant and equipment and Other intangibles, the book values of all other assets acquired, and liabilities assumed approximate their fair values.
The following table summarizes the preliminary Merger consideration – Non-contingent portion allocation, as if the Merger had been completed on December 31, 2024:
(in thousands) | | Amount |
Assets: | |
|
Accounts receivable, net of allowance for credit losses | $ | 62,595 |
Inventories | | 8,219 |
Prepaid expenses | | 864 |
Property, plant and equipment, less accumulated depreciation (refer to Note 4(c)) | | 46,731 |
Operating lease right-of-use assets | | 870 |
Finance lease right-of-use assets | | 1,278 |
Goodwill | | 32,597 |
Other intangibles, net (refer to Note 4(d)) | | 96,900 |
Other assets | | 6 |
Liabilities: | | |
Accounts payable | | 42,644 |
Accrued payroll and related expenses | | 3,863 |
Accrued state, local, and other taxes | | 2,921 |
Current portion of notes payable | | 1,042 |
Current portion of operating lease liabilities | | 298 |
Current portion of finance lease liabilities and finance obligations | | 558 |
Accrued expenses and other liabilities | | 199 |
Long-term portion of notes payable | | 3,542 |
Long-term operating lease liabilities | | 538 |
Long-term finance lease liabilities | | 799 |
Estimated preliminary Merger consideration – Non-contingent portion | $ | 193,656 |
See section titled Description of Merger in this document for further information regarding the contingent portion of total consideration consisting of $25.0 million of the Seller Note and $25.0 million of Stock Consideration.
Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustments included in the Pintail Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2024 are as follows:
| a) | Reflects adjustment to cash and cash equivalents: |
(in thousands) | | Amount |
Cash paid to sellers | $ | 168,656 |
Elimination of Pintail cash not acquired | | 32,331 |
Estimated transaction costs (i) | | 1,765 |
Net pro forma transaction accounting adjustment to cash and cash equivalents | $ | 202,752 |
| i. | Represents legal advisory, financial advisory, Representations & Warranties (“R&W”) insurance, accounting and consulting costs paid by RPC. |
| c) | Reflects the preliminary purchase accounting adjustment for property, plant and equipment. The unaudited pro forma condensed combined balance sheet has been adjusted to record Pintail’s property, plant and equipment at a preliminary fair value of approximately $46.7 million. |
(in thousands) | | Amount | Estimated Useful Life |
Elimination of Pintail’s historical net book value of property, plant & equipment | $ | (44,665) | |
Preliminary fair value of acquired property, plant and equipment | | | |
Operating equipment | | 43,965 | 1-5 |
Vehicles | | 2,412 | 3 |
Furniture and fixtures | | 51 | 7 |
Buildings and leasehold improvements | | 303 | 2 |
Total preliminary fair value of acquired property, plant and equipment | | 46,731 | |
Net pro forma transaction accounting adjustment to property, plant & equipment | $ | 2,066 | |
| d) | Reflects the preliminary intangible asset adjustment of $96.9 million. The preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consist of the following: |
(in thousands) | | Preliminary Fair Value | Estimated Useful Life |
Customer relationships | $ | 86,800 | 10 |
Trade names and trademarks | | 10,100 | 10 |
Intangible assets acquired | $ | 96,900 | |
The identification and valuation of intangible assets is preliminary and is subject to measurement period adjustments.
The fair value of tradename was valued using the relief-from-royalty method, which presumes the owner of the asset avoids hypothetical royalty payments that would need to be made for the use of the asset if the asset was not owned.
The fair value of customer relationships was estimated using the multi-period excess earnings method. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the customer relationships intangible assets, net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets.
| e) | Reflects the preliminary goodwill adjustment of $32.6 million which represents the excess of the preliminary Merger consideration – Nonc-contingent portion over the preliminary fair value of the underlying assets acquired and liabilities assumed as described in Note 3 - Preliminary purchase price allocation. |
| f) | Reflects an adjustment to remove RPC’s transaction costs that were incurred as of the pro forma balance sheet date but paid after such date. As the pro forma balance sheet assumes the transaction occurred on December 31, 2024, this adjustment removes the accrued liability to reflect the settlement of these costs as if payment had occurred on the pro forma date. |
| g) | Reflects an adjustment to record the $0.5 million Representation & Warranties insurance premium as a prepaid asset on the pro forma condensed combined balance sheet as of December 31, 2024, as if the policy had been in effect and paid on that date. The policy was purchased in connection with the acquisition and provided coverage over a six-year term. The short-term portion of the prepaid premium expected to be amortized within one year is recorded in Prepaid expenses, and the long-term portion is recorded in Other assets. |
| h) | Reflects the adjustments to Stockholders’ equity: |
(in thousands) | | Common Stock | | Members’ Equity | | Retained Earnings |
Elimination of Pintail’s historical equity | $ | - | $ | (94,424) | $ | - |
Estimated transaction costs (i) | | - | | - | | (1,029) |
Issuance of Stock Consideration | | 455 | | - | | (455) |
Net pro forma transaction accounting adjustments to Stockholders’ equity | $ | 455 | $ | (94,424) | $ | (1,484) |
| i) | Represents legal advisory, financial advisory, R&W insurance, accounting and consulting costs incurred by RPC. |
Note 5 – Pro Forma Adjustments to the Unaudited Condensed Combined Statement of Operations
Adjustments included in the Pintail Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2024 are as follows:
| | |
(in thousands) |
| For the Year Ended December 31, 2024 |
Depreciation expense of acquired property, plant and equipment | $ | 12,026 |
Less: Pintail historical depreciation expense | | (18,258) |
Property, plant and equipment depreciation adjustment | | (6,232) |
Amortization of acquired intangible assets | | 9,690 |
Net pro forma transaction accounting adjustment to depreciation and amortization | $ | 3,458 |
A 10% change in the valuation of property, plant and equipment would cause a corresponding increase or decrease in the depreciation expense of approximately $1.2 million for the year ended December 31, 2024. Pro forma depreciation is preliminary and based on the use of straight-line depreciation. The amount of depreciation following the Merger may differ significantly between periods based upon the final value assigned and depreciation methodology used for each class of property, plant and equipment.
A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $1.0 million for the year ended December 31, 2024. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Merger may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.
| b) | Reflects the adjustment to Selling, general and administrative expenses for the estimated transaction costs expensed. Estimated transaction costs consist of legal advisory, financial advisory, R&W insurance, accounting and consulting costs of RPC. |
| c) | Reflects acquisition related employment costs related to the Stock Consideration, the contingent portion of the Seller Note, and the Redistribution Payments. |
| d) | Reflects the interest expense related to the Seller Note as described in Note 4(b). To finance the acquisition of Pintail, the Company issued a $50.0 million promissory note bearing interest at a variable rate equal to Simple SOFR for the applicable interest period plus two percent (2.0%) per annum, with a maturity of three years. The unaudited pro forma condensed combined statement of operations reflects an adjustment to interest expense of $3.2 million for the year ended December 31, 2024, to account for the annual interest expense associated with the Seller Note. This adjustment assumes the note was issued on January 1, 2024, and the interest expense will have a continuing impact on RPC's consolidated statements of operations. A change in SOFR of 1/8 of a percent would not result in a significant increase or decrease in the interest expense for the year ended December 31, 2024. |
| e) | Reflects the income tax impact of Pintail’s historical results assuming Pintail was combined with RPC on January 1, 2024, and the pro forma adjustments utilizing a statutory income tax rate of 25.0% for the year ended December 31, 2024. Prior to RPC’s acquisition Pintail was not a taxpaying entity for federal income tax purposes and, accordingly, did not recognize any expense for taxes. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the tax rate will likely vary from the actual effective rate in periods subsequent to completion of the Merger. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities. |
| f) | Reflects the Stock Consideration issuance of 4,545,454 shares. Basic and diluted earnings per share are computed by dividing net income by the weighted average number of shares outstanding. The Stock Consideration issued contains non-forfeitable rights to dividends and are therefore considered participating securities. |
Restricted shares of common stock (participating securities) outstanding and a reconciliation of weighted average shares outstanding is as follows:
(in thousands) |
| 2024 |
Pro forma net income available for stockholders | $ | 126,761 |
Less: Adjustments for earnings attributable to Stock Consideration participating securities | | (4,716) |
Pro forma net income used in calculated pro forma earnings per share | $ | 122,045 |
| | |
Pro forma weighted average shares outstanding (including participating securities) | | 219,487 |
Adjustment for historical participating securities | | (3,584) |
Adjustment for Stock Consideration participating securities | | (4,545) |
Pro forma shares used in calculating pro forma basic and diluted earnings per share | | 211,358 |