-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HUOcqaR6B3um3+Z9v8sVnIWOn4zNyUnZ8CthBdcrp90jdUwQ5gVn4+9Q4DwO44BA F3d9RXUseNNN6tnOHu0DfA== 0001047469-99-011283.txt : 19990326 0001047469-99-011283.hdr.sgml : 19990326 ACCESSION NUMBER: 0001047469-99-011283 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RPC INC CENTRAL INDEX KEY: 0000742278 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 581550825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 001-08726 FILM NUMBER: 99572390 BUSINESS ADDRESS: STREET 1: 2170 PIEDMONT RD NE CITY: ATLANTA STATE: GA ZIP: 30324 BUSINESS PHONE: 4048882950 MAIL ADDRESS: STREET 1: 2170 PIEDMONT ROAD CITY: ATLANTA STATE: GA ZIP: 30324 FORMER COMPANY: FORMER CONFORMED NAME: RPC ENERGY SERVICES INC DATE OF NAME CHANGE: 19920703 10-K405 1 FORM 10-K405 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K /X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 / / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to __________. Commission File No. 1-8726 RPC, INC. (Exact name of registrant as specified in its charter) DELAWARE 58-1550825 (State of Incorporation) (I.R.S. Employer Identification No.) 2170 PIEDMONT ROAD, NE, ATLANTA, GEORGIA 30324 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code(404)321-2140 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: COMMON STOCK, $0.10 PAR VALUE THE NEW YORK STOCK EXCHANGE Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] As of February 26, 1999, RPC, Inc. had 28,649,450 shares of common stock outstanding and the aggregate market value of this stock (based on the closing price on The New York Stock Exchange of $6.125 per share) held by nonaffiliates was $57,411,144. Documents Incorporated by Reference: Portions of the Proxy Statement for the 1999 Annual Meeting of Stockholders of RPC, Inc. are incorporated by reference into Part III, Items 10 through 13. 1 PART I ITEM 1. BUSINESS PRINCIPAL PRODUCTS AND SERVICES RPC, Inc. ("RPC") was incorporated as RPC Energy Services, Inc. in the state of Delaware on January 20, 1984. RPC has two major business segments: boat manufacturing and oil and gas services. BOAT MANUFACTURING Chaparral Boats, Inc. ("Chaparral"), a wholly owned subsidiary of RPC, sells four lines of powerboats to a nationwide network of independent dealers. These lines consist of two different runabout lines, a deckboat line, and a cruiser line. New models are introduced each year. Operations are seasonal in nature with the second quarter recording the highest sales volume for the year. This business segment contributed 42 percent of RPC's consolidated revenue in 1998, 39 percent in 1997, and 43 percent in 1996. Research and development expenditures, totaling $2,499,000 in 1998, $2,122,000 in 1997, and $1,951,000 in 1996, were necessary to generate new product innovations. OIL AND GAS SERVICES The oil and gas services segment provides a variety of services, equipment, and personnel to the oil and gas industry. Service locations include Belle Chasse, Houma, Lafayette, Fourchon, and Morgan City, Louisiana; Alice, Corpus Christi, Houston, Longview, and Odessa, Texas; Elk City, Woodward, Lindsay, and McAlester, Oklahoma; Rock Springs, Wyoming; Venezuela and Algeria. The oil and gas services business is not generally seasonal. However, severe weather conditions will increase the demand for oil and natural gas, which generally results in an increase in the demand for our services. During 1998, 1997, and 1996 there were no material expenditures for research and development in this business segment. The services provided by the oil and gas services segment of RPC include the following: OIL FIELD SERVICES Cudd Pressure Control, Inc. ("Cudd"), a wholly owned subsidiary of RPC, provides a wide range of oil and gas well services throughout the southwestern United States and other countries. These oil field services include coiled tubing, snubbing, nitrogen pumping, wireline, marine, well control, and engineering consulting. This portion of the business segment contributed 30 percent of RPC's consolidated revenue in 1998, 32 percent in 1997, and 29 percent in 1996. EQUIPMENT RENTAL SERVICES Patterson Services, Inc., a wholly owned subsidiary of RPC, offers specialized tools and equipment on a rental basis. These include drill pipe, drill collars, tubing, blowout preventors, and torque-turning equipment. In addition, Patterson Services provides experienced personnel to install and remove customer-owned casing at well sites and operate company-owned, diesel-driven hammers and welding machines used to weld and drive pipe into the ground. On average, approximately 23 percent of rental equipment was rented on a daily basis in 1998 and 26 percent in 1997. In the rental business, maximum utilization is approximately 50 percent due to transportation, inspection, and cleaning requirements. This portion of the business segment contributed 15 percent of RPC's consolidated revenue in 1998, 15 percent in 1997, and 13 percent in 1996. STORAGE AND INSPECTION SERVICES Patterson Tubular Services, Inc. ("PTS"), a wholly owned subsidiary of RPC, performs tubular inspections, stores pipe, and inventories pipe using an on-line computerized inventory system. Waterfront dock facilities enable PTS to services a wide variety of offshore and inland vessels. In January 1996 PTS opened a state-of-the-art internal pipe-coating facility in Channelview, Texas. The plant uses CERAMKOTE 54 -Registered Trademark-, a high-performance ceramic-epoxy coating system, which provides abrasion and corrosion protection. This portion of the business segment contributed 6 percent of RPC's consolidated revenue in 1998, 8 percent in 1997, and 9 percent in 1996. Neither the boat manufacturing nor the oil and gas services business segment are significantly affected by the availability of raw materials or the existence of licenses, patents, and trademarks. CUSTOMERS RPC's business is not dependent on any one customer, but on a variety of customers in both major business segments. No one customer accounts for more than 10 percent of consolidated revenue. 2 The boat manufacturing segment produces four lines of boats with distribution to a nationwide network of independent dealers. Sales to these dealers are generated by a six-person sales force. Although production is scheduled from orders placed by dealers, these are not firm orders and are frequently changed or canceled. As a result, this segment does not have an identifiable backlog of sales. The oil and gas services segment provides services to drilling contractors, oil field supply stores and service companies, major oil and gas producers, and independent exploration companies. Sales are generated by RPC's sales force and from customer referrals. RPC has no written contracts of a material nature with any of its oil and gas services segment customers. Also, there is no material sales backlog due to the short-term nature of the rental and services industry. COMPETITION There are many companies that compete with RPC's subsidiaries in each segment, some of which are larger and have been established in the industries for longer periods of time. The boat manufacturing segment's competition includes small independent companies, as well as large vertically integrated companies that have both engine and boat manufacturing capabilities. Major markets include the southeastern and Gulf states, the northeastern states, and California. Competitive factors in this industry are the quality of materials, the quality of the construction process, the design features, and the selling prices. Selling prices are set by management and vary from dealer to dealer based upon volume. The sales prices of Chaparral's boats are similar to equivalent competitors' models. In the oil and gas services segment, intense competition exists and has led to substantial price reductions for services offered. Industry conditions are influenced by such factors as weather, economic and political conditions, as well as worldwide demand for, and prices of, oil and natural gas. The notable competitive factors in this segment are quality, availability, and price of equipment and service. This segment's predominant markets are the Gulf of Mexico, the southwestern United States, Venezuela, and Algeria. EMPLOYEES At December 31,1998, RPC employed 1,587 persons. ENVIRONMENTAL CONSIDERATIONS The capital expenditures, earnings, and competitive position of RPC are not materially affected by compliance with federal, state, and local provisions that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment. INDUSTRY SEGMENTS' FINANCIAL INFORMATION Information about RPC's operations by segment, as well as financial information about foreign and domestic operations for the three years ended December 31, 1998, is set forth in Note 9 of the Financial Statements on pages 22 and 23. ITEM 2 PROPERTIES RPC owns or leases 63 offices and operating facilities. Considered individually, the only facility that represents a materially important physical property is the boat manufacturing plant in Nashville, Georgia. RPC believes its current operating facilities are suitable and adequate to meet current and reasonably anticipated future needs. Descriptions of the major facilities are as follows: OWNED LOCATIONS Houston, Texas--Pipe storage terminal, inspection shed, and pipe coating facility Nashville, Georgia--Boat manufacturing facility Irving, Texas--Crane fabrication plant Houma, Louisiana--Oil and gas administrative office LEASED LOCATIONS Morgan City, Louisiana--Pipe storage terminal and inspection shed Expiration date of lease: January 31, 2002 ITEM 3 LEGAL PROCEEDINGS RPC is involved in various legal proceedings encountered in the ordinary course of business. In the opinion of management, any judgment or settlement arising from these proceedings will not, individually or in the aggregate, have a material adverse effect on its business or its financial position. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of security holders during the fourth quarter of 1998. 3 ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT Each of the executive officers of RPC was elected by the Board of Directors to serve until the Board of Directors' meeting immediately following the next annual meeting of stockholders or until his or her earlier removal by the Board of Directors or his or her resignation. The following table lists the executive officers of RPC and their ages, offices, and terms of office with RPC.
Name and Office Date First with Registrant Age Elected to Office R. Randall Rollins 67 1/24/84 Chairman of the Board Chief Executive Officer Richard A. Hubbell 54 1/27/87 President Chief Operating Officer Bobby Joe Cudd 69 1/24/84 Executive Vice President James A. Lane, Jr. 56 1/27/87 Executive Vice President Linda H. Graham 62 1/27/87 Vice President Secretary Ben M. Palmer(1) 38 7/8/96 Vice President Chief Financial Officer Treasurer
(1) Ben M. Palmer joined the Registrant in July 1996 as Chief Financial Officer and Treasurer. He was elected Vice President in April 1998. From 1992 to 1996, Mr. Palmer served as Senior Vice President, Chief Financial Officer, and Treasurer of EQ Services, Inc., a commercial mortgage servicing and asset management company. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS RPC common stock is listed for trading on the New York Stock Exchange under the symbol RES. At the close of business on December 31, 1998, there were 1,283 holders of record of common stock. The high and low prices of RPC's common stock for each quarter in the years ended December 31, 1998 and 1997 were as follows:
- ------------------------------------------------------------------------------ 1998 1997 - ------------------------------------------------------------------------------ Quarter High Low High Low - ------------------------------------------------------------------------------ First $ 13.500 $ 10.875 $ 7.688 $ 7.188 Second 14.250 12.250 7.407 6.188 Third 12.625 8.750 16.219 7.344 Fourth 9.938 7.000 15.313 11.125 - ------------------------------------------------------------------------------
During 1998, RPC declared and paid quarterly cash dividends of $0.035 per common share payable March 10, June 10, September 10, and December 10, 1998. Dividends were first paid in the third quarter of 1997. 4 ITEM 6. SELECTED FINANCIAL DATA
- -------------------------------------------------------------------------------------------------------------------------------- RPC, INC. AND SUBSIDIARIES (IN THOUSANDS EXCEPT PER SHARE DATA) - -------------------------------------------------------------------------------------------------------------------------------- 1998 1997 1996 1995 1994 - -------------------------------------------------------------------------------------------------------------------------------- OPERATIONS SUMMARY Revenue $ 244,274 $ 245,799 $ 200,833 $ 161,379 $ 155,765 Net costs and expenses 218,428 211,836 180,596 145,228 142,583 - -------------------------------------------------------------------------------------------------------------------------------- Income before income taxes 25,846 33,963 20,237 16,151 13,182 Income tax provision 9,821 11,718 6,982 5,396 4,404 - -------------------------------------------------------------------------------------------------------------------------------- Net income $ 16,025 $ 22,245 $ 13,255 $ 10,755 $ 8,778 - -------------------------------------------------------------------------------------------------------------------------------- Earnings per share: Basic $ 0.55 $ 0.76 $ 0.46 $ 0.37 $ 0.31 Diluted .55 .75 .46 .37 .31 Cash dividends declared .14 .05 -- -- -- - -------------------------------------------------------------------------------------------------------------------------------- CAPITAL EXPENDITURES $ 30,124 $ 20,479 $ 20,889 $ 15,529 $ 10,618 - -------------------------------------------------------------------------------------------------------------------------------- FINANCIAL POSITION Total assets $ 180,691 $ 182,518 $ 152,800 $ 132,656 $ 122,242 Working capital 40,099 50,395 39,192 41,943 37,827 Stockholders' equity 143,066 139,376 117,799 104,361 93,499 - --------------------------------------------------------------------------------------------------------------------------------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS CONSOLIDATED Consolidated revenue decreased less than 1 percent in 1998 to $244,274,000 compared to $245,799,000 in 1997. Consolidated revenue in 1997 was 22 percent higher than 1996 revenue of $200,833,000. In 1998, revenue in the boat manufacturing segment increased 9 percent due primarily to an increase in the average sales price of boats sold. Chaparral has expanded its revenues despite minimal overall industry growth. The oil and gas services segment revenue decreased 10 percent in 1998 compared to 1997 because a worldwide imbalance between the supply and demand for oil created depressed oil prices. Therefore, oil field services' customers were not actively seeking to expand oil and gas reserves through new drilling. Consolidated income before income taxes was $25,846,000 in 1998, $33,963,000 in 1997, and $20,237,000 in 1996. This represented a decrease of $8,117,000 or 24 percent in 1998 and an increase of $13,726,000 or 68 percent in 1997. In 1998, the boat manufacturing segment generated a 17 percent increase in income before income taxes due primarily to the reasons discussed above. Chaparral was able to maintain its pricing structure, despite continued price competition, resulting in a slight improvement in margins. The oil and gas services segment's income before income taxes decreased 37 percent because of the reasons discussed above. Consolidated net income was $16,025,000 or $0.55 diluted earnings per share in 1998 compared to $22,245,000 or $0.75 diluted earnings per share in 1997. This compares to $0.55 basic earnings per share in 1998 versus $0.76 basic earnings per share in 1997. Consolidated net income in 1996 was $13,255,000 or $0.46 diluted and basic earnings per share. This represented a decrease of $6,220,000 or 28 percent in 1998 and an increase of $8,990,000 or 68 percent in 1997. 5 REVENUE--BUSINESS SEGMENTS Boat Manufacturing--The boat manufacturing segment reported a 9 percent or $8,468,000 increase in revenue from $95,029,000 in 1997 to $103,497,000 in 1998. Revenue for 1996 was $86,225,000. The total number of boats sold by Chaparral in 1998 decreased less than 1 percent while the average sales price increased 10 percent. The average sales price increased because of the larger number of higher priced boats sold. The SS line of family runabouts, introduced in 1993, and the Sunesta, the deckboat line introduced in 1992, continued to be very popular. Revenues also continued to increase as a result of the favorable response to the dealer incentive schedule, which reduces the fluctuation in production levels, and increased production of higher priced models to meet dealer demands. There were price increases in July 1998 and December 1998 that averaged 1 percent each, as a result of higher material costs. The total number of boats sold by Chaparral in 1997 increased 5 percent compared to 1996. The increase was due to increased sales from new model changes coupled with a favorable response to the dealer incentive schedule. Oil and Gas Services--The oil and gas services segment generated $123,949,000 or 51 percent of 1998 revenue. Revenue was $137,599,000 in 1997 and $101,741,000 in 1996. Patterson Services' revenue decreased 4 percent in 1998 as demand decreased for its specialized rental tools because of significant reductions in customer drilling activity. Cudd Pressure Control's international operations experienced a 42 percent decrease in revenues in 1998 due to the restructuring of Venezuela's national oil company, and a worldwide slow down in industry activity as a result of the lower oil prices. The decreased activity occurred in the latter half of 1998 following increasing activity levels during 1997. The revenue decrease for the oil and gas services segment of 10 percent for 1998, as compared to 1997, can be attributed to a number of factors, including a decrease in oil and natural gas prices due to decreases in demand and the resulting decrease in customer exploration and production activity. Oil prices and natural gas prices decreased 35 percent and 22 percent compared to prior year. The number of active domestic drilling rigs has decreased 38 percent compared to the prior year. EXPENSES Cost of goods sold for the boat manufacturing segment was $77,776,000 in 1998 compared to $72,899,000 in 1997 and $67,426,000 in 1996. This represents an increase of $4,877,000 or 7 percent in 1998, which is somewhat less than the increase in revenue. As a percent of revenue, cost of goods sold for this segment was 75 percent in 1998, 77 percent in 1997 and 78 percent in 1996. The decrease as a percentage of segment revenues can be attributed to an increased emphasis on inventory pricing controls. The remaining cost of goods sold was incurred by subsidiaries in other businesses. Consolidated operating expenses were $113,994,000 in 1998, $117,777,000 in 1997, and $95,820,000 in 1996. Expenses were 3 percent lower in 1998 than in 1997, primarily in the oil and gas services segment, resulting from this segment's revenue decrease. The boat manufacturing segment's operating expenses were $11,024,000 or 11 percent of this segment's revenue in 1998 as compared to $9,595,000 or 10 percent of this segment's revenue in 1997. The oil and gas services segment's operating expenses were $92,118,000 or 74 percent of this segment's revenue in 1998. Operating expenses were $99,981,000 or 73 percent of this segment's revenue in 1997 and $79,421,000 or 78 percent of this segment's revenue in 1996. The portion of depreciation and amortization not included in cost of goods sold was $15,661,000 in 1998, $12,877,000 in 1997, and $9,210,000 in 1996. The majority of this expense represented the oil and gas services segment depreciation of $14,368,000 in 1998, $11,521,000 in 1997, and $8,126,000 in 1996. The 1998 increase of $2,784,000 or 22 percent was due 6 EXPENSES-CONTINUED primarily to increased capital expenditures. Chaparral's depreciation expense for production equipment is a component of cost of goods sold, therefore this category includes only amortization of intangibles and depreciation of nonproduction assets. Chaparral's depreciation and amortization was $776,000 for 1998, $780,000 for 1997, and $734,000 for 1996. Consolidated amortization of intangible assets was $888,000 in 1998, $865,000 in 1997, and $797,000 in 1996. INTEREST INCOME Interest income was $2,023,000 in 1998, $2,376,000 in 1997, and $2,018,000 in 1996. The decrease in total cash and marketable securities from $58,184,000 at December 31, 1997, to $42,950,000 at December 31, 1998, resulted in a decrease in interest income of 15 percent in 1998 due to lower average balances and moderately lower yields. FINANCIAL CONDITION As of December 31, 1998, RPC's cash and cash equivalents and short-term marketable securities had decreased $15,242,000 from $28,685,000 at December 31, 1997 to $13,443,000. Cash provided by operating activities was $24,496,000 compared to $30,196,000 in 1997. Accounts receivable were $25,266,000 at December 31, 1998, compared to $32,153,000 at December 31, 1997, a decrease of $6,887,000 due to the decrease in revenues. Inventories were $1,421,000 higher than the prior year mainly due to an increase in the value of finished boats on hand for the boat manufacturing segment. Inventory increased due to the higher production levels for the boat manufacturing segment to satisfy increased demand. During 1998, current assets decreased $15,355,000 and current liabilities decreased $5,059,000, a combined decrease in working capital of $10,296,000. Working capital at December 31, 1998, was $40,099,000 compared to $50,395,000 in the prior year. The current ratio remained strong at the end of 1998 with a ratio of 2.2-to-1 as compared to 2.3-to-1 both 1997 and 1996. Capital expenditures for 1998 were $30,124,000, an increase of $9,645,000 from $20,479,000 in 1997. $27,814,000 of these expenditures were in the oil and gas services segment for revenue-producing equipment. Capital expenditures for the oil and gas services segment were $19,668,000 in 1997. RPC expects that funding for capital requirements over the next twelve months will be provided by available cash and marketable securities and cash generated from operations. FORWARD-LOOKING STATEMENTS This Annual Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included or incorporated by reference in this Annual Report which address activities, events, or developments which RPC expects or anticipates will or may occur in the future, including statements regarding RPC's competitive position, future capital requirements, the anticipated impact of legal proceedings, plans to increase revenues and profit margins, trends in the boating industry, plans to increase boat sales, future acquisitions, the impact of the year 2000 programming issue, RPC's ability to take advantage of current conditions and opportunities in the oil and gas businesses and boat manufacturing business, the impact of consolidation in the oil and gas and boat manufacturing industries on RPC's business, and other statements regarding future plans and strategies, anticipated trends and similar expressions concerning matters that are not historical facts, are forward-looking statements. These statements are based on certain conditions and analyses made by RPC in light of its experience and its perception of historical trends, current conditions and expected future develop- 7 ments as well as other factors it believes are appropriate under the circumstances. However, whether actual results and developments will conform with RPC's expectations and predictions is subject to a number of risks and uncertainties which could cause actual results to differ materially from RPC's expectations, including economic conditions, conditions in the industries in which RPC operates, competition, the availability of acquisition candidates, the ability of RPC to obtain financing on reasonable terms and conditions, and other factors, many of which are beyond the control of RPC. Consequently, all of the forward-looking statements made in this Annual Report are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by RPC will be realized or, even if substantially realized, that they will have the expected consequences to or effects on RPC or its business or operations. RPC assumes no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise. YEAR 2000 ISSUE Aware that the Year 2000 (Y2K) information technology programming issue could have a significant potential impact on its future operations and financial reporting, RPC began its assessment and remediation processes regarding its primary financial and operating systems in 1997. RPC's assessment activities have included (1) identifying all software and operating systems--both information technology (IT) systems and non-IT systems with embedded technology--which are critical to operations and/or financial reporting, (2) testing of such software and systems for Y2K compliance, and (3) obtaining assurances from its vendors and its large commercial customers. RPC's remediation activities have included replacing certain software and operating systems, followed by testing to ensure the Y2K compliance of the replacements. Based on its assessment and remediation activities to date, RPC believes that its critical internal software and operating systems are Y2K compliant with the exception of a subsidiary billing system. The total cost of Y2K expenditures to date have not been material. The remaining Y2K remediation costs are anticipated to be less than $50,000. Based on assurances from the majority of its vendors and large commercial customers to date, RPC does not anticipate any material Y2K impact on its operations or financial reporting at this time. RPC believes that the worst case scenario will be temporary delays in billing and collection of customer receivables. RPC expects to have contingency plans in place by the end of 1999 that address any potential Y2K issues. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK RPC maintains an investment portfolio, comprised of U.S. Government and corporate debt securities, which is subject to interest rate risk exposure. This risk is managed through conservative policies to invest in high-quality obligations. RPC has performed an interest rate sensitivity analysis using a duration model over the near term with a 10 percent change in interest rates. RPC's portfolio is not subject to material interest rate risk exposure based on this analysis, and no material changes in market risk exposures or how those risks are managed is expected. 8 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------------------------------------------- BALANCE SHEETS RPC, INC. AND SUBSIDIARIES (IN THOUSANDS EXCEPT SHARE INFORMATION) -------------------------------------------------------------------------------- At December 31, 1998 1997 --------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $ 10,029 $ 17,409 Marketable securities 3,414 11,276 Accounts receivable, net 25,266 32,153 Inventories 17,446 16,025 Deferred income taxes 10,787 8,626 Federal income taxes receivable 3,673 -- Prepaid expenses and other current assets 1,909 2,390 --------------------------------------------------------------------------------- Current assets 72,524 87,879 --------------------------------------------------------------------------------- Equipment and property, net 70,206 55,673 Marketable securities 29,507 29,499 Intangibles, net of accumulated amortization of $8,847 in 1998 and $7,959 in 1997 7,401 8,289 Other assets 1,053 1,178 --------------------------------------------------------------------------------- Total assets $180,691 $182,518 --------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 5,859 $ 7,437 Accrued payroll and related expenses 4,192 5,826 Accrued insurance expenses 6,329 7,422 Accrued state, local and other taxes 4,063 4,211 Federal income taxes payable -- 1,061 Accrued discounts 1,053 826 Current portion of long-term debt 659 857 Other accrued expenses 10,270 9,844 --------------------------------------------------------------------------------- Current liabilities 32,425 37,484 --------------------------------------------------------------------------------- Long-term accrued insurance expenses 3,308 4,034 Long-term debt 636 1,315 Deferred income taxes 1,256 309 --------------------------------------------------------------------------------- Total liabilities 37,625 43,142 --------------------------------------------------------------------------------- Commitments and contingencies --------------------------------------------------------------------------------- Common stock, $.10 par value, 79,000,000 shares authorized, 28,887,872 shares issued in 1998, 29,780,382 shares issued in 1997 2,888 2,978 Capital in excess of par value 26,538 35,211 Earnings retained 113,640 101,805 Common stock in treasury, at cost, 169,392 shares in 1997 -- (618) --------------------------------------------------------------------------------- Total stockholders' equity 143,066 139,376 --------------------------------------------------------------------------------- Total liabilities and stockholders' equity $180,691 $182,518 ---------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements. 9
- --------------------------------------------------------------------------- STATEMENTS RPC, INC. AND SUBSIDIARIES (IN THOUSANDS EXCEPT PER SHARE DATA) OF INCOME - --------------------------------------------------------------------------- YEARS ENDED DECEMBER 31, 1998 1997 1996 - --------------------------------------------------------------------------- REVENUE $244,274 $245,799 $200,833 - --------------------------------------------------------------------------- Cost of goods sold 90,796 83,558 77,584 Operating expenses 113,994 117,777 95,820 Depreciation and amortization 15,661 12,877 9,210 Interest income (2,023) (2,376) (2,018) - --------------------------------------------------------------------------- Income before income taxes 25,846 33,963 20,237 Income tax provision 9,821 11,718 6,982 - --------------------------------------------------------------------------- Net income $ 16,025 $ 22,245 $ 13,255 - --------------------------------------------------------------------------- EARNINGS PER SHARE - --------------------------------------------------------------------------- Basic $ 0.55 $ 0.76 $ 0.46 - --------------------------------------------------------------------------- Diluted $ 0.55 $ 0.75 $ 0.46 - ---------------------------------------------------------------------------
- --------------------------------------------------------------------------- STATEMENTS OF RPC, INC. AND SUBSIDIARIES (IN THOUSANDS) STOCKHOLDERS' EQUITY - --------------------------------------------------------------------------- YEARS ENDED DECEMBER 31, 1998 1997 1996 - --------------------------------------------------------------------------- COMMON STOCK Balance at beginning of year $ 2,978 $ 1,471 $ 1,461 Stock purchased and retired (53) -- -- Two-for-one stock split -- 1,487 -- Treasury stock retired (42) -- -- Stock issued for benefit plans, net 5 20 10 - --------------------------------------------------------------------------- Balance at end of year $ 2,888 $ 2,978 $ 1,471 - --------------------------------------------------------------------------- CAPITAL IN EXCESS OF PAR VALUE Balance at beginning of year $ 35,211 $ 35,176 $ 34,599 Stock purchased and retired (5,469) -- -- Two-for-one stock split -- (1,487) -- Treasury stock retired (3,641) -- -- Stock issued for benefit plans, net 437 1,522 577 - --------------------------------------------------------------------------- Balance at end of year $ 26,538 $ 35,211 $ 35,176 - --------------------------------------------------------------------------- EARNINGS RETAINED Balance at beginning of year $101,805 $ 81,555 $ 68,526 Net income 16,025 22,245 13,255 Dividends declared (4,108) (1,475) -- Stock issued for benefit plans, net (82) (520) (226) - --------------------------------------------------------------------------- Balance at end of year $113,640 $101,805 $ 81,555 - --------------------------------------------------------------------------- TREASURY STOCK Balance at beginning of year $ 618 $ 403 $ 225 Stock purchased 3,045 -- -- Treasury stock retired (3,682) -- -- Stock options exercised 19 215 178 - --------------------------------------------------------------------------- Balance at end of year $ -- $ 618 $ 403 - --------------------------------------------------------------------------- - ---------------------------------------------------------------------------
The accompanying notes are an integral part of these statements. 10
Statements -------------------------------------------------------------------------------------------------------------- of Cash RPC, INC. AND SUBSIDIARIES (IN THOUSANDS) Flows -------------------------------------------------------------------------------------------------------------- Years ended December 31, 1998 1997 1996 -------------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net income $ 16,025 $ 22,245 $ 13,255 Noncash charges (credits) to earnings: Depreciation and amortization 16,430 13,510 9,818 Gain on sale of equipment and property (2,350) (2,216) (1,316) Deferred income tax (benefit) provision (1,213) (608) 246 (Increase) decrease in assets: Accounts receivable 6,887 (7,997) (3,354) Inventories (1,421) (598) (982) Federal income taxes receivable (3,673) -- -- Prepaid expenses and other current assets 606 (727) 185 Other noncurrent assets 23 427 2 Increase (decrease) in liabilities: Accounts payable (2,809) 681 1,721 Accrued payroll and related expenses (1,634) 1,285 642 Accrued insurance expenses (1,819) 1,226 1,883 Other accrued expenses (556) 2,968 1,960 -------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 24,496 30,196 24,060 -------------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Capital expenditures (30,124) (20,479) (20,889) Proceeds from sale of equipment and property 3,657 2,510 1,769 Net sale (purchase) of marketable securities 7,854 (7,555) (9,472) Other -- 623 (502) -------------------------------------------------------------------------------------------------------------- Net cash used for investing activities (18,613) (24,901) (29,094) -------------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Payment of dividends (4,108) (1,475) -- Repayments of long-term debt (877) -- -- Cash paid for common stock purchased and retired (8,351) -- -- Proceeds received upon exercise of stock options 73 465 32 -------------------------------------------------------------------------------------------------------------- Net cash (used for) provided by financing activities (13,263) (1,010) 32 -------------------------------------------------------------------------------------------------------------- Net (decrease) increase in cash and cash equivalents (7,380) 4,285 (5,002) Cash and cash equivalents at beginning of year 17,409 13,124 18,126 -------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 10,029 $ 17,409 $ 13,124 --------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements. 11 NOTES TO FINANCIAL STATEMENTS RPC, INC. AND SUBSIDIARIES Years ended December 31, 1998, 1997, and 1996 NOTE 1: SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation--The consolidated financial statements include the accounts of RPC, Inc. and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated. Nature of Operations--RPC is principally engaged in two businesses: manufacturing powerboats and providing a variety of services, equipment, and personnel to the oil and gas industry. The boat manufacturing segment manufactures and distributes fiberglass boats to a nationwide network of independent dealers. The principal markets for the oil and gas services segment are domestic customers comprised of drilling contractors, oil field supply stores and service companies, major oil and gas producers, and independent exploration companies. Use of Estimates in the Preparation of Financial Statements--The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts 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. Revenue--Revenue is recognized at the time services are performed or goods are delivered. Cash Equivalents--Highly liquid investments with original maturities of 3 months or less are considered to be cash equivalents. Marketable Securities--Marketable securities should be classified as either "trading" or "available-for-sale," which requires reporting at fair value on the balance sheet. Any unrealized gains and losses on trading securities are included in earnings. For available-for-sale securities, any unrealized gains and losses are excluded from earnings and, if significant, reported in a separate component of stockholders' equity. As of December 31, 1998 and 1997, the difference between fair value and cost for both classifications was not material. Investments with original maturities between 3 and 12 months are considered to be current marketable securities. Investments with original maturities greater than 12 months are considered to be noncurrent marketable securities. Inventories--Inventories are recorded at the lower of cost (first-in, first-out basis) or market value. Long-Lived Assets--Long-lived assets and certain intangibles are reviewed whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company periodically reviews the values assigned to long-lived assets, such as property and equipment and other assets, to determine if any impairments are other than temporary. Management believes that the long-lived assets in the accompanying balance sheets are appropriately valued. Equipment and Property--Depreciation is provided principally on a straight-line basis over the estimated useful lives of assets. Annual provisions for depreciation are computed using the following useful lives: operating equipment and property, 3 to 10 years; buildings and leasehold improvements, 15 to 30 years; furniture and fixtures, 5 to 7 years; and vehicles, 3 to 5 years. The cost of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal with the resulting gain or loss credited or charged to income. Expenditures for additions, major renewals, and betterments are capitalized. Depreciation expense on production equipment in the manufacturing businesses is included in the "cost of goods sold" caption in the 12 NOTES TO FINANCIAL STATEMENTS--CONTINUED income statement. All other depreciation is included in the "depreciation and amortization" caption. Intangibles--Intangibles represent the excess of the purchase price over the fair value of net assets of businesses acquired and noncompete agreements related to businesses acquired. Intangibles are presented net of accumulated amortization and are amortized using the straight-line method over a period not exceeding 20 years or the period of the noncompete agreement. Stock-Based Compensation--Statements of Financial Accounting Standards ("SFAS No. 123") defines a fair value-based method of accounting for an employee stock option plan or similar equity instrument. However, it also allows an entity to continue to measure compensation cost for those plans using the method of accounting prescribed by APB 25. Entities electing to remain with the accounting in APB 25 must make pro forma disclosures of net income and earnings per share, as if the fair value-based method of accounting defined in the statement had been applied. RPC has elected to account for its stock-based compensation plans under APB 25; however, the Company has computed for pro forma disclosure purposes the value of all options granted during 1998, 1997, and 1996 using the Black-Scholes option pricing/model as prescribed by SFAS No. 123 using the following weighted average assumptions for grants:
- ------------------------------------------------------------------------------ 1998 1997 1996 - ------------------------------------------------------------------------------ Risk free interest rate 5.4% 6.2% 5.3% Expected dividend yield 2% 0% 0% Expected lives 7 years 7 years 7 years Expected volatility 31-34% 26-31% 24-31% - ------------------------------------------------------------------------------
The total fair value of the options granted during the years ended December 31, 1998, 1997, and 1996, were computed as approximately $1,092,000, $524,000, and $148,000, respectively, which would be amortized over the vesting period of the options. If the Company had accounted for these plans in accordance with SFAS No. 123, the Company's reported pro forma net income and pro forma net income per share would have been as follows:
- ------------------------------------------------------------------------------ December 31, 1998 1997 1996 - ------------------------------------------------------------------------------ Net Income (IN THOUSANDS) As reported $ 16,025 $ 22,245 $ 13,255 Pro forma 15,818 22,163 13,238 Basic EPS As reported $ 0.55 $ 0.76 $ 0.46 Pro forma 0.55 0.76 0.46 Diluted EPS As reported $ 0.55 $ 0.75 $ 0.46 Pro forma 0.54 0.75 0.45 - ------------------------------------------------------------------------------
Insurance Expenses--RPC self-insures, up to specified limits, certain risks related to general liability, product liability, workers' compensation, and vehicle liability. The estimated cost of claims under the self-insurance program is accrued as the claims are incurred (although actual settlement of the claims may not be made until future periods) and may subsequently be revised based on developments relating to such claims. The noncurrent portion of these estimated outstanding claims is classified as long-term accrued insurance expenses. Income Taxes--Deferred tax liabilities and assets are determined based on the difference between the financial and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. These differences are more inclusive in nature than differences determined under previously applicable accounting principles. Earnings per Share--RPC adopted SFAS No. 128, "Earnings Per Share," in 1997, which requires a basic earnings per share and diluted earnings per share presentation. The two calculations differ as a result of common stock equivalents and restricted shares included in diluted earnings per share, but excluded in basic earnings per share. A reconciliation of the weighted shares outstanding is as follows:
1998 1997 1996 - ------------------------------------------------------------------------------ Basic EPS 28,987,345 29,181,668 28,942,180 Common stock equivalents and restricted shares 377,870 423,195 200,498 - ------------------------------------------------------------------------------ Diluted EPS 29,365,215 29,604,863 29,142,678 - ------------------------------------------------------------------------------
13 New Accounting Standards--In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS No. 133), which establishes standards for reporting and disclosing information about derivative instruments. SFAS No. 133 is effective for fiscal years beginning after June 15, 1999. The adoption of SFAS No. 133 is not expected to have a material impact. NOTE 2: ACCOUNTS RECEIVABLE Accounts receivable, net, at December 31, 1998 of $25,266,000 and at December 31, 1997, of $32,153,000 are net of allowances for doubtful accounts of $7,004,000 in 1998, and $6,967,000 in 1997. NOTE 3: INVENTORIES Inventories are recorded at the lower of cost (first-in, first-out basis) or market value and are detailed as follows:
- ------------------------------------------------------------------- December 31, 1998 1997 - ------------------------------------------------------------------- (IN THOUSANDS) Raw materials and supplies $ 9,942 $10,392 Work in process 1,414 1,262 Finished goods 6,090 4,371 - ------------------------------------------------------------------- Total inventories $17,446 $16,025 - -------------------------------------------------------------------
NOTE 4: EQUIPMENT AND PROPERTY Equipment and property are presented at cost net of accumulated depreciation and are detailed as follows:
- ------------------------------------------------------------------- December 31, 1998 1997 - ------------------------------------------------------------------- (IN THOUSANDS) Operating equipment and property $175,842 $164,584 Buildings 17,142 15,991 Furniture and fixtures 4,233 4,546 Vehicles 18,999 17,506 Land 4,941 4,941 - ------------------------------------------------------------------- Gross equipment and property 221,157 207,568 Less: accumulated depreciation 150,951 151,895 - ------------------------------------------------------------------- Net equipment and property $ 70,206 $ 55,673 - -------------------------------------------------------------------
NOTE 5: INCOME TAXES The following table lists the components of the provision for income taxes:
- ------------------------------------------------------------------------------------- December 31, 1998 1997 1996 - ------------------------------------------------------------------------------------- (IN THOUSANDS) Current: Federal $10,264 $11,838 $6,353 State 770 488 383 Deferred (1,213) (608) 246 - ------------------------------------------------------------------------------------- Total income tax provision $ 9,821 $11,718 $6,982 - -------------------------------------------------------------------------------------
A reconciliation between the federal statutory rate and RPC's effective tax rate is as follows:
- ------------------------------------------------------------------------------------- December 31, 1998 1997 1996 - ------------------------------------------------------------------------------------- Federal statutory rate 35.0% 35.0% 35.0% State income taxes 1.9 1.4 1.9 Other 1.1 (1.9) (2.4) - ------------------------------------------------------------------------------------- Effective tax rate 38.0% 34.5% 34.5% - -------------------------------------------------------------------------------------
The components of the net deferred tax assets (liabilities) are as follows:
- ----------------------------------------------------------------------- December 31, 1998 1997 - ----------------------------------------------------------------------- (IN THOUSANDS) Current deferred tax asset: Self-insurance reserves $ 2,158 $ 2,088 Bad debt reserves 2,278 2,503 State, local & other taxes 1,015 852 Payroll accruals 985 703 Warrant reserves 1,051 795 All others 3,300 1,685 Valuation allowance -- -- - ----------------------------------------------------------------------- Total current deferred tax asset $10,787 $ 8,626 - ----------------------------------------------------------------------- Noncurrent deferred tax asset (liability): Self-insurance reserves $ 1,585 $ 1,452 Depreciation (2,562) (1,592) All others (279) (169) Valuation allowance -- -- - ----------------------------------------------------------------------- Total noncurrent deferred tax (liability): $(1,256) $ (309) - -----------------------------------------------------------------------
14 NOTES TO FINANCIAL STATEMENTS--CONTINUED Total income tax payments, net of refunds, were $12,765,000 in 1998, $11,260,000 in 1997, and $4,510,000 in 1996. NOTE 6: LONG-TERM DEBT The fair value of the long-term debt approximates the carrying value. All obligations are collateralized by property, plant, and equipment. At December 31, 1998, future minimum lease payments on long-term debt and capitalized lease obligations were as follows:
- ------------------------------------------------------------------------------ (IN THOUSANDS) 1999 $ 659 2000 276 2001 230 2002 130 2003 -- - ------------------------------------------------------------------------------ Total minimum principal payments $ 1,295 - ------------------------------------------------------------------------------
The long-term debt of RPC as of December 31, 1998, and December 31, 1997, is summarized as follows:
(IN THOUSANDS) Range of Maturity Interest Type Dates Rates 1998 1997 - ------------------------------------------------------------------------------ Notes payable 2001-2002 6.25-8.50% $ 820 $ 1,300 Capital leases 2000 10.99% 475 872 - ------------------------------------------------------------------------------ Total debt 1,295 2,172 Less current portion 659 857 - ------------------------------------------------------------------------------ Long-term debt $ 636 $ 1,315 - ------------------------------------------------------------------------------
The net book value of equipment under capital lease was $1,085,000 at December 31, 1998. NOTE 7: COMMITMENTS AND CONTINGENCIES Minimum annual rentals, prinipally for noncancelable real estate and truck leases with terms in excess of one year, in effect at December 31, 1998, are summarized in the following table:
- ------------------------------------------------------------------------------ (IN THOUSANDS) 1999 $ 965 2000 808 2001 613 2002 332 2003 169 2004-2008 157 - ------------------------------------------------------------------------------ Total rental commitments $ 3,044 - ------------------------------------------------------------------------------
Total rental expense charged to operations was $2,514,000 in 1998, $3,610,000 in 1997, and $3,517,000 in 1996. RPC is a defendant in a number of lawsuits which allege that plaintiffs have been damaged as a result of the rendering of services by RPC personnel and equipment, in vehicle accidents, or from the use of RPC's products. RPC is vigorously contesting these actions. Management is of the opinion that the outcome of these lawsuits will not have a material adverse effect on the financial position or results of operations or liquidity of RPC. To assist dealers in obtaining financing for the purchase of its boats, Chaparral has entered into agreements with various dealers and financing institutions to guarantee varying amounts of the dealers' purchase debt obligations. Chaparral's obligation under its guarantee becomes effective in the case of default in payments by the dealer. The agreements provide for the return of all repossessed boats to Chaparral in new condition, in exchange for Chaparral's assumption of the unpaid debt obligation on those boats. As of December 31, 1998, guarantees outstanding totaled $6,382,000. NOTE 8: EMPLOYEE BENEFIT PLANS Retirement Plan--In February 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits" (SFAS No. 132), which establishes standards for disclosures for pensions and other postretirement benefit plans. SFAS No. 132 is effective for fiscal years beginning after December 15, 1997. All prior years 15 have been restated to conform with current year presentation. RPC has a tax-qualified defined benefit, noncontributory, trusteed retirement income plan which covers substantially all employees with at least one year of service. Benefits are based on an employee's years of service and compensation near retirement. RPC has the right to terminate or modify the plan at any time. The following table sets forth the funded status of the plan and the amounts recognized in RPC's consolidated balance sheet:
- ------------------------------------------------------------------------------ December 31, 1998 1997 - ------------------------------------------------------------------------------ (IN THOUSANDS) CHANGE IN BENEFIT OBLIGATION: Benefit obligation at beginning of year $ 16,172 $ 14,005 Service cost 914 602 Interest cost 1,343 1,053 Actuarial loss 2,244 1,014 Benefits paid (547) (502) - ------------------------------------------------------------------------------ Benefit obligation at end of year 20,126 16,172 - ------------------------------------------------------------------------------ CHANGE IN PLAN ASSETS: Fair value of plan assets at beginning of year 16,493 14,752 Actual return on plan assets 2,161 2,243 Benefits paid (547) (502) - ------------------------------------------------------------------------------ Fair value of plan assets at end of year 18,107 16,493 - ------------------------------------------------------------------------------ Funded status (2,019) 321 Unrecognized net asset (674) (867) Unrecognized net loss 2,458 888 Unrecognized prior service cost (25) (34) - ------------------------------------------------------------------------------ Net (accrued) prepaid benefit $ (260) $ 308 - ------------------------------------------------------------------------------ ACTUARIAL PRESENT VALUE OF BENEFIT OBLIGATIONS: Accumulated benefit obligation $ 16,928 $ 13,797 - ------------------------------------------------------------------------------ Plan assets at fair value $ 18,107 $ 16,493 - ------------------------------------------------------------------------------
RPC's funding policy is to contribute to the retirement income plan the amount required, if any, under the Employee Retirement Income Security Act of 1974. No contributions were required in 1998, 1997, or 1996. Total retirement plan cost was $569,000 in 1998, $86,000 in 1997, and $72,000 in 1996. The components of net periodic benefit cost are summarized as follows:
- ------------------------------------------------------------------------------ December 31, 1998 1997 1996 - ------------------------------------------------------------------------------ (IN THOUSANDS) Service cost for benefits earned during the period $ 914 $ 602 $ 540 Interest cost on projected benefit obligation 1,342 1,053 991 Expected return on plan assets (1,531) (2,243) (1,719) Net amortization and deferral (156) 674 260 - ------------------------------------------------------------------------------ Net periodic benefit cost $ 569 $ 86 $ 72 - ------------------------------------------------------------------------------
The weighted average assumptions were as follows:
- ------------------------------------------------------------------------------ December 31, 1998 1997 1996 - ------------------------------------------------------------------------------ Discount rate 7.00% 7.50% 7.50% Expected return on plan assets 9.50% 9.50% 9.50% Rate of compensation increase 4.00% 4.50% 5.00% - ------------------------------------------------------------------------------
401(k) Plan--RPC sponsors a deferred compensation 401(k) plan that is available to substantially all full-time employees with more than six months of service. This plan allows employees to make tax-deferred contributions of up to 15 percent of their annual compensation, not exceeding the permissible deduction imposed by the Internal Revenue Code. RPC matches 40 percent of each employee's contributions up to 3 percent of the employee's compensation. Employees vest in the RPC contributions after five years of service. The charges to expense for RPC's contributions were $392,000 in 1998, $315,00 in 1997, and $276,000 in 1996. Stock Incentive Plans--RPC has an Employee Incentive Stock Option Plan (the "1984 Plan") under which 1,000,000 shares of common stock were reserved for issuance. The 1984 Plan expired in October 1994. On January 25, 1994, RPC adopted a new ten-year Employee Stock Incentive Plan (the "1994 Plan") under which 1,000,000 shares of common stock were reserved for issuance. During 1997, an additional 1,600,000 shares were reserved for issuance. These plans provide for the issuance of various forms of stock incentives, including, among others, 16 NOTES TO FINANCIAL STATEMENTS--CONTINUED incentive stock options and restricted stock. As of December 31, 1998, there were 1,660,400 shares available for the granting of options or other awards under the 1994 Plan. Incentive Stock Options--Transactions involving the incentive stock option plans were as follows:
Weighted Average Option Price Exercise Shares (Per Share) Price - -------------------------------------------------------------------------------------------------------- Outstanding 1/1/96 676,976 $1.625-$4.000 $ 2.72 Granted 80,000 4.438 4.44 Canceled (29,800) 3.000-4.000 3.40 Exercised (172,884) 1.625-4.000 1.76 ----------------------------------------------------------------- Outstanding 12/31/96 554,292 $1.625-$4.438 $ 3.23 Granted 158,000 7.500 7.50 Canceled (5,232) 1.625-7.500 6.12 Exercised (264,260) 1.625-4.438 2.58 ----------------------------------------------------------------- Outstanding 12/31/97 442,800 $3.000-$7.500 $ 5.11 Granted 218,000 12.750 12.75 Canceled (28,400) 3.063-12.750 4.44 Exercised (30,300) 3.063-7.500 3.63 ----------------------------------------------------------------- Outstanding 12/31/98 602,100 $3.063-$12.750 $ 7.85 -----------------------------------------------------------------
1998 1997 1996 - ------------------------------------------------------------------------------------------------------ Exercisable at December 31 210,660 151,120 360,692 Weighted average exercise price of exercisable options $4.27 $3.51 $2.94 Per share weighted average grant date fair value of options granted $5.20 $3.40 $1.85 - ------------------------------------------------------------------------------------------------------
The weighted average remaining contractual life of options outstanding at December 31, 1998 was 7 years. Restricted Stock--RPC has granted employees two forms of restricted stock: performance restricted and time lapse. The performance restricted shares are granted, but not earned and issued, until certain five-year tiered performance criteria are met. The performance criteria are predetermined market prices of the Company stock. On the date the stock appreciates to each level (determination date), 20 percent of performance shares are earned. Once earned, the performance shares vest five years from the determination date. Time lapse shares vest ten years from the grant date. There were 52,000 units granted under these restricted stock programs during 1998, 52,000 units granted during 1997, and 50,000 units during 1996. No performance shares were awarded under the plans in 1998. No shares were forfeited or canceled. The agreements under which the restricted stock is issued provide that shares awarded may not be sold or otherwise transferred until restrictions as established under the Plan have lapsed. Upon termination of employment, shares upon which restrictions have not lapsed must be returned to the Company. As of December 31, 1998, none of the shares of restricted stock were vested. NOTE 9. BUSINESS SEGMENT INFORMATION In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No.131, "Disclosures about Segments of an Enterprise and Related Information" (SFAS No. 131). SFAS No. 131 establishes standards for reporting information about operating segments in annual financial statements and requires reporting selected information about operating segments in interim financial reports issued to stockholders. SFAS No. 131 is effective for fiscal years beginning after December 15,1997. All prior years have been restated to conform with current year presentation. RPC has two reportable segments: oil and gas services and boat manufacturing. The oil and gas services segment provides a variety of services, equipment, and personnel to the oil and gas industry. The boat manufacturing segment manufactures and sells powerboats to a nationwide network of independent dealers. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. RPC evaluates performance based on profit or loss from operations before income taxes. RPC accounts for intersegment sales and transfers as if the sales or transfers 17 were to third parties, that is, at current market prices. RPC's reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies. All of these businesses were acquired as a unit, and the management at the time of acquisition was retained. Certain information with respect to RPC's business segments is set forth in the following table:
- ------------------------------------------------------------------------------ DECEMBER 31, 1998 1997 1996 - ------------------------------------------------------------------------------ (IN THOUSANDS) Revenue: Oil and gas services $ 123,949 $ 137,599 $ 101,741 Boat manufacturing 103,497 95,029 86,225 Other 16,828 13,171 12,867 - ------------------------------------------------------------------------------ Total revenue $ 244,274 $ 245,799 $ 200,833 - ------------------------------------------------------------------------------ Operating income (loss): Oil and gas services $ 17,465 $ 26,264 $ 14,194 Boat manufacturing 13,920 11,755 9,524 Other (3,519) (3,212) (2,609) - ------------------------------------------------------------------------------ Total operating income $ 27,866 $ 34,807 $ 21,109 - ------------------------------------------------------------------------------ Corporate expenses (4,043) (3,220) (2,890) Interest income 2,023 2,376 2,018 - ------------------------------------------------------------------------------ Income before income taxes $ 25,846 $ 33,963 $ 20,237 - ------------------------------------------------------------------------------ Identifiable assets: Oil and gas services $ 89,891 $ 86,578 $ 68,692 Boat manufacturing 28,085 25,076 26,167 Other, including corporate assets 62,715 70,864 57,941 - ------------------------------------------------------------------------------ Total identifiable assets $ 180,691 $ 182,518 $ 152,800 - ------------------------------------------------------------------------------
Revenue from international operations in the oil and gas services segment totaled $9,822,000 in 1998, $17,407,000 in 1997, and $12,851,000 in 1996. The respective operating profits were $608,000 in 1998, $2,720,000 in 1997, and $3,096,000 in 1996. There were $6,450,000 in identifiable assets attributable to these operations in 1998, $9,987,000 in 1997, and $8,351,000 in 1996. There were no material amounts of international operations in the boat manufacturing segment. NOTE 10: UNAUDITED QUARTERLY DATA
- ------------------------------------------------------------------------------ QUARTER FIRST SECOND THIRD FOURTH - ------------------------------------------------------------------------------ (IN THOUSANDS EXCEPT PER SHARE DATA) 1998 Revenue $ 66,940 $ 66,375 $ 56,977 $ 53,982 Net Income 5,654 6,410 3,753 208 Earning per share Basic .19 .22 .13 .01 Diluted .19 .22 .13 .01 1997 Revenue $ 58,203 $ 67,032 $ 57,857 $ 62,707 Net income 4,307 5,912 5,410 6,616 Earnings per share Basic .15 .20 .19 .23 Diluted .15 .20 .18 .22
18 PART III ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE This item is not applicable to RPC because there has been no change in or disagreements with its independent public accountants. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information concerning directors and executive offers is included in the RPC Proxy for its 1999 Annual Meeting of Stockholders, in the sections entitled "Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance." This information is incorporated herein by reference. Information about executive officers is contained on page 9. ITEM 11. EXECUTIVE COMPENSATION Information concerning executive compensation is included in the RPC Proxy for its 1999 Annual Meeting of Stockholders, in the section entitled "Executive Compensation." This information is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information concerning security ownership is included in the RPC Proxy for its 1999 Annual Meeting of Stockholders, in the sections entitled "Capital Stock" and "Election of Directors." This information is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information concerning certain relationships and related transactions is included in the RPC Proxy for its 1999 Annual Meeting of Stockholders, in the sections entitled "Certain Relationships and Related Transactions" and "Compensation Committee Interlocks and Insider Participation." This information is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K The following documents are filed as part of this report.
FINANCIAL STATEMENTS PAGE Balance Sheets as of December 31, 1998 and 1997 14 Statements of Income for the three years ended December 31, 1998 15 Statements of Stockholders' Equity for the three years ended December 31, 1998 15 Statements of Cash Flows for the three years ended December 31, 1998 16 Notes to Financial Statements 17-23 SCHEDULES Schedule II-Valuation and Qualifying Accounts 25
EXHIBITS
EXHIBIT NUMBER DESCRIPTION - --------------------------------------------------------------- (3)(i)(a) RPC's Certificate of Incorporation is incorporated herein by reference to Exhibit (3)(1)(a) to the 1998 Third Quarter Form 10-Q. (3)(i)(b) RPC's Certificate of Amendment of the Certificate of Incorporation is incorporated herein by reference to Exhibit (3)(1)(b) to the 1998 Third Quarter Form 10-Q. (3)(ii) By-laws of RPC are incorporated herein by reference to Exhibit (3)(b) to the fiscal 1993 Form 10-K. (4) Form of Stock Certificate. (10) RPC's 1994 Employee Stock Incentive Plan is incorporated herein by reference to Exhibit A of the 1994 Proxy Statement. (10)(i) Compensation agreement with James Lane is incorporated herein by reference to page 8 of the 1999 Proxy Statement.
19 (21) Subsidiaries of RPC. (23) Consent of Arthur Anderson LLP. (24) Power of Attorney for Directors. (27) Financial Data Schedule (for Commission use only). REPORTS ON FORM 8-K No reports on Form 8-K were required to be filed by RPC for the quarter ended December 31, 1998. Any schedules or exhibits not shown above have been omitted because they are not applicable. SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
- -------------------------------------------------------------------------------------------------------------- RPC, INC. AND SUBSIDIARIES (IN THOUSANDS OF DOLLARS) - -------------------------------------------------------------------------------------------------------------- For the years ended December 31, 1998, 1997, and 1996. - -------------------------------------------------------------------------------------------------------------- Balance at Charged to Net Balance at Beginning Costs and (Write-Offs) End of Description of Period Expenses Recoveries Period - -------------------------------------------------------------------------------------------------------------- Year ended December 31, 1998 Allowance for Doubtful Accounts $ 6,967 $ 1,675 $ (1,638) $ 7,004 - -------------------------------------------------------------------------------------------------------------- Year ended December 31, 1997 Allowance for Doubtful Accounts $ 7,058 $ 137 $ (228) $ 6,967 - -------------------------------------------------------------------------------------------------------------- Year ended December 31, 1996 Allowance for Doubtful Accounts $ 4,205 $ 2,624 $ 229 $ 7,058 - --------------------------------------------------------------------------------------------------------------
20 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS - ------------------------------------------------------------------------------ To the Directors and Stockholders of RPC, Inc.: We have audited the accompanying consolidated balance sheets of RPC, Inc. (a Delaware corporation) and subsidiaries as of December 31, 1998 and 1997, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 1998. These financial statements and schedule referred to below are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RPC, Inc. and subsidiaries as of December 31,1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31,1998, in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule listed in Item 14 is presented for the purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, fairly states in all material respects, the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ATLANTA, GEORGIA Arthur Andersen LLP MARCH 15, 1999 21 SIGNATURES - ------------------------------------------------------------------------------- Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RPC, INC. By: /s/ R. Randall Rollins ---------------------- R. Randall Rollins Chairman of the Board of Directors (Principal Executive Officer) March 25, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ R. Randall Rollins /s/ Ben M. Palmer ---------------------- ----------------- R. Randall Rollins Ben M. Palmer Chairman of the Board of Directors Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) March 25, 1999 March 25, 1999
The Directors of RPC, Inc. (listed below) executed a power of attorney appointing Richard A. Hubbell their attorney-in-fact, empowering him to sign this report on their behalf. Bobby Joe Cudd, Director James A. Lane, Jr., Director Wilton Looney, Director Gary W. Rollins, Director John W. Rollins, Director Henry B. Tippie, Director James B. Williams, Director /s/ Richard A. Hubbell ---------------------- Richard A. Hubbell Director and as Attorney-in-fact March 25, 1999 22
EX-4 2 EX-4 EXHIBIT 4 FORM OF STOCK CERTIFICATE EXHIBIT 4 NUMBER RRR [SEAL] COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN ATLANTA, GA, OR IN NEW YORK, N.Y. SHARES [GRAPHIC] INCORPORATED UNDER THE CUSIP 749660 10 6 LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS RPC, INC. THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF TEN CENTS ($.10) EACH OF THE COMMON STOCK OF RPC, INC., transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate and the shares represented thereby are issued and shall be subject to all of the provisions of the Certificate of Incorporation of the Corporation as now or hereafter amended, to all of which the holder hereof by acceptance hereby assents. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimilie seal of the Corporation and the facsimilie signatures of its duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: /s/ R. RANDALL ROLLINS ----------------------- R. RANDALL ROLLINS SUNTRUST BANK, ATLANTA CHAIRMAN TRANSFER AGENT AND REGISTRAR BY /s/ LINDA H. GRAHAM AUTHORIZED SIGNATURE ----------------------- LINDA H. GRAHAM SECRETARY RPC, INC. The corporation will furnish to any stockholder upon request and without charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class of stock authorized to be issued and, with respect to the classes of stock which may be issued in series, the variations in the relative rights and preferences between the shares of each such series, so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series. Such request may be made to the Secretary of the Corporation at its principal office or to the Transfer Agent. --------------------- The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT--_________ Custodian __________ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as Act________________ in common (State)
Additional abbreviations may also be used though not in the above list. For value received, ___________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------- -------------------------------------- __________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE) __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________ shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _________________________________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated__________________________ _______________________________________________________________ THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME NOTICE: AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED: _______________________________________________________________ THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
EX-21 3 EX-21 EXHIBIT 21 SUBSIDIARIES OF RPC, INC.
NAME STATE OF INCORPORATION ---- ---------------------- Cudd Pressure Control, Inc. Delaware Pressure Control, Inc. Delaware South Texas Swabbing, Inc. Texas Coiled Tubing, Inc. Delaware Patterson Services, Inc. Delaware Patterson Tubular Services, Inc. Texas Chaparral Boats, Inc. Georgia RPC Investment Company Delaware RPC Waste Management Services, Inc. Georgia Anchor Crane and Hoist Company, Inc. Georgia RPC Data Link, Inc. Georgia International Training Services, Inc. Georgia Spindletop Tubular Services, Inc. Georgia
EX-23 4 EX-23 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 10-K, into RPC, Inc.'s previously filed Form S-8 Registration Statement (No. 33-5527), its previously filed Form S-8 Registration Statement (No. 33-75652), and its previously filed Form S-8 Registration Statement (No. 333-40223). /s/ Arthur Andersen LLP ------------------------------ Atlanta, Georgia March 23, 1999 EX-24 5 EX-24 EXHIBIT 24 POWER OF ATTORNEY Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 8TH day of FEBRUARY, 1999. /s/ Henry B. Tippie, Director, -------------------------------------- Henry B. Tippie, Director Witness: /s/ Terri Whetstone - ---------------------- POWER OF ATTORNEY Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 5TH day of FEBRUARY, 1999. /s/ Gary W. Rollins, Director, -------------------------------------- Gary W. Rollins, Director Witness: /s/ Marcia Heath - ---------------------- POWER OF ATTORNEY Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 4TH day of FEBRUARY, 1999. /s/ Wilton Looney, Director, -------------------------------------- Wilton Looney, Director Witness: /s/ Norma Cook - ---------------------- POWER OF ATTORNEY Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 5TH day of FEBRUARY, 1999. /s/ James A. Lane, Jr., Director, -------------------------------------- James A. Lane, Jr., Director Witness: /s/ Sonya Martini - ---------------------- POWER OF ATTORNEY Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 8TH day of FEBRUARY, 1999. /s/ James B. Williams, Director, -------------------------------------- James B. Williams, Director Witness: /s/ Janet Schell - ---------------------- POWER OF ATTORNEY Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 5TH day of FEBRUARY, 1999. /s/ Bobby Joe Cudd, Director, -------------------------------------- Bobby Joe Cudd, Director Witness: /s/ Laurie Daugherty - ---------------------- POWER OF ATTORNEY Know All Men By These Presents, that the undersigned constitutes and appoints Richard A. Hubbell as his true and lawful attorney-in-fact and agent in any and all capacities to sign filings by RPC, Inc. of Form 10-K Annual Reports and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits, and any other documents in connection therewith, with the Securities and Exchange Commission. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, in the capacities indicated, as of this 5TH day of FEBRUARY, 1999. /s/ John W. Rollins, Director, -------------------------------------- John W. Rollins, Director Witness: /s/ Cindy Alfano - ---------------------- EX-27 6 EX-27
5 1,000 YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 10,029 3,414 32,270 7,004 17,446 72,524 221,157 150,951 180,691 32,425 636 0 0 2,888 140,178 180,691 0 244,274 90,796 204,790 15,661 0 0 25,846 9,821 16,025 0 0 0 16,025 0.55 0.55
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