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ACQUISITION
 9 Months Ended
Sep. 30, 2025
ACQUISITION  
ACQUISITION

3. ACQUISITION

On April 1, 2025 (the "Closing Date”), RPC, through its wholly owned subsidiary, Thru Tubing Solutions, Inc., completed its previously announced acquisition of Pintail Alternative Energy, L.L.C ("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. Pintail, headquartered in Midland, Texas, is a leading provider of oilfield wireline perforating services in the Permian Basin, and its conventional and electric wireline units are among the newest in the industry. The acquisition is building on RPC’s diversified

oilfield services platform with geographic concentration in the most active oil producing region in the U.S. land market. Pintail is included in our Technical Services Segment.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, on the Closing Date, 100% of Pintail’s equity was automatically canceled and converted into the right to receive (i) $170 million in cash ("the Closing Cash”), (ii) $25 million of RPC common stock, which was paid by 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 million in the form of a secured note payable to Houston LP (the "Seller Note”). Interest on the Seller Note accrues at a variable rate equal to the Simple Secured Overnight Financing Rate ("SOFR”), for the applicable interest period, plus 2.0% per annum, or where applicable, at a specified default rate.

The Stock Consideration and 50% of the Seller Note (together "Contingent Consideration”) are subject to continued employment of Seller for a period of three years and subject to automatic forfeiture in the event of Seller termination. In accordance with U.S. GAAP, the Contingent Consideration is not accounted for as part of purchase price. As of Closing Date, the Company evaluated the fair value of the Seller Note using a market interest rate based on the Company’s IBR ("Incremental Borrowing Rate”). As the contractual interest rate on the Seller Note (6.0% based on prevailing SOFR) was materially consistent with the estimated market rate, the Seller Note was recorded on the Consolidated Balance Sheet at the estimated present value of $50 million. The Seller Note is disclosed as Notes Payable in the current and non-current section of Total liabilities on the Consolidated Balance Sheet as of September 30, 2025. The Company recognized an acquisition related employment obligation asset for $25 million, related to 50% of the Seller Note, that is part of the Contingent Consideration. This asset is being amortized over the three-year service period on a straight-line basis and reflected as part of Other assets in the current and non-current sections of Total assets on the Consolidated Balance Sheet as of September 30, 2025.

An additional net of tax amount totaling $28.1 million, ("Redistribution Payments”) paid by the Seller out of Closing Cash, is subject to continued employment with RPC for a period of three years from the Closing Date. The Stock Consideration and Redistribution Payments are being amortized over the three-year service period and recorded as Acquisition related employment costs and Additional Paid in Capital.

Non-cash expenses related to the Contingent Consideration and the Redistribution Payments are reflected as Acquisition related employment costs in the Consolidated Statement of Operations. For the three months ended September 30, 2025 and for the period from April 1, 2025 to September 30, 2025, this amount totaled $6.5 million and $13.0 million, respectively.

The Company incurred transaction expenses of approximately $183 thousand and $1.2 million for the three and nine months ended September 30, 2025, respectively, which are included in Selling, general and administrative expenses within the Company’s Consolidated Statements of Operations.

The acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, Business Combinations ("ASC 805”), primarily using Level 3 inputs. The preliminary purchase price allocation disclosed as of June 30, 2025 has been revised to reflect the working capital adjustment finalization and other updates that resulted in decreases in Accounts Payable of $6.3 million and Goodwill of $18.9 million together with an increase in Customer relationships of $400 thousand. Amounts shown in the following table represent the current preliminary fair value estimates. As additional information becomes available and final analyses and allocations are completed, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which will not exceed one year from the acquisition date. As of September 30, 2025, adjustments related to property, plant and equipment is the primary area open for finalization. Such revisions or changes may be material.

The purchase price under U.S. GAAP was $181.4 million, which consisted of Closing Cash of $170.0 million and $25.0 million of the Seller Note not contingent on continued service, offset by $13.6 million of contractual adjustments for Pintail’s final net working capital, cash and debt. Amount due from the seller for the final working capital settlement of $12.3 million is included in Accounts receivable on the Consolidated Balance Sheets as of September 30, 2025. The final working capital settlement has not been reflected as a reduction in the purchase of business on the Consolidates Statements of Cashflows for the nine months ended September 30, 2025, since it remained uncollected as of that date. This amount was collected in full on October 23, 2025.

The excess of the purchase price over the fair value of the net assets acquired was allocated to goodwill, which is being amortized over 15 years for income tax purposes. Goodwill is attributable to synergies expected to be achieved from the

combined operations of the Company and Pintail and the assembled workforce. The accompanying Consolidated Balance Sheet as of September 30, 2025 includes the assets and liabilities of Pintail, which have been measured at fair value as of the acquisition date.

The preliminary allocation of purchase price recorded for Pintail under U.S. GAAP as of the Closing Date was as follows:

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Amount

    

Cash and cash equivalents

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$

3,000

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Accounts receivable

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66,268

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Inventories

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7,544

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Prepaid expenses

​

 

302

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Property, plant and equipment, net

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49,310

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Operating lease right-of-use assets

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541

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Finance lease right-of-use assets

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1,134

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Other intangibles, net

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97,300

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Other assets

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6

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Total assets

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225,405

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​

​

​

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Accounts payable

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(46,288)

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Accrued payroll and related expenses

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(4,911)

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Accrued state, local and other taxes

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(1,498)

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Current portion of notes payable

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(4,375)

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Current portion of operating lease liabilities

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(514)

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Accrued expenses and other liabilities

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(8,673)

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Long-term finance lease liabilities

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(1,159)

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Total liabilities

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(67,418)

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Net assets acquired

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157,987

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Preliminary purchase price allocation

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181,420

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Goodwill recorded

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$

23,433

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The purchase price allocation above excludes the contingent portion of total consideration consisting of $25 million of the Seller Note and $25 million of Stock Consideration.

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The following table summarizes the amounts allocated to identifiable intangible assets acquired:

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Preliminary Fair Value

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Estimated Useful Life

(in thousands)

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​

​

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Customer relationships

$

87,200

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​

10

Trade names and trademarks

​

10,100

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10

Intangible assets acquired

$

97,300

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​

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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. The fair value of trade names was estimated 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.

Pintail recognizes revenue over time in an amount equal to consideration received for transferred goods or services to customers. In addition, Pintail has elected the right to invoice practical expedient for recognizing revenue related to its

performance obligations. The Company assumed finance leases related to trucks and operating leases for both vehicles and certain real estate. There were no favorable or unfavorable market terms for the leases.

Pintail’s operating results are included in the Consolidated Statements of Operations for the period from Apil 1, 2025 to September 30, 2025. Pintail's revenues for the three months ended September 30, 2025 were $99.8 million and $198.6 million for the period from April 1, 2025, to September 30, 2025. Pintail’s Net income for the three months ended September 30, 2025, was $7.2 million and $14.2 million for the period from April 1, 2025, to September 30, 2025, using a normalized estimated effective tax rate. Pintail’s Net income includes the impact of the amortization of intangibles totaling $2.6 million and $5.2 million, as well as other purchase accounting adjustments, for the three months ended September 30, 2025, and for the period from April 1, 2025, to September 30, 2025, respectively. Acquisition related employment costs are recorded at the consolidated level and not allocated to Pintail.

The following unaudited pro forma financial information presents the Company’s results of operations for the three and nine months ended September 30, 2025, and 2024, as if the acquisition of Pintail had occurred on January 1, 2024. The unaudited pro forma information includes incremental depreciation expense related to fair value adjustments to property, plant and equipment, amortization of intangible assets acquired, removal of non-recurring transaction costs directly associated with the Merger, and interest expense on the Seller Note, as well as the Acquisition related employment costs associated with the Contingent Consideration and Redistribution Payments. The unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of Pintail.

The unaudited pro forma financial information presented below is for comparative purposes only and is not necessarily indicative of the Company’s operating results that may have occurred had the acquisition of Pintail been completed on January 1, 2024.

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Three months ended

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Nine months ended

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September 30, 

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September 30, 

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2025

    

2024

    

2025

    

2024

(in thousands)

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Revenues

​

$

447,103

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$

442,422

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$

1,308,541

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$

1,387,295

Net income

​

​

12,963

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​

27,180

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​

39,430

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​

102,855

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