Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On April 1, 2025 (the “Closing Date”), RPC, Inc. (the “Company” or “RPC”), through its wholly owned subsidiary, Thru Tubing Solutions, Inc., completed its previously announced acquisition of Pintail Alternative Energy, L.L.C (“Target” or “Pintail”). Pursuant to the terms of the Membership Interest Purchase Agreement dated as of April 1, 2025 (the “Merger Agreement”), by and among RPC and Pintail, on the Closing Date, Pintail merged with and into RPC (the “Merger”), and Pintail continued as a wholly owned subsidiary of RPC.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of December 31, 2024 gives effect to the Merger as if the transaction had been completed on December 31, 2024 and combines the audited consolidated balance sheet of RPC as of December 31, 2024 with Pintail’s audited balance sheet as of December 31, 2024. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 gives effect to the Merger as if the transaction had occurred on January 1, 2024, the first day of RPC’s fiscal year 2024 and combines the historical results of RPC and Pintail. The unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2024 combines the audited consolidated statement of operations of RPC for the fiscal year ended December 31, 2024 and Pintail’s audited statement of income for the fiscal year ended December 31, 2024.
The historical financial statements of RPC and Pintail have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are transaction accounting adjustments which are necessary to account for the Merger in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believes are reasonable. The unaudited pro forma condensed combined financial information is provided for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Merger had been completed as of the dates set forth above, nor is it indicative of the future results or financial position of RPC following the Merger. The unaudited pro forma condensed combined financial information does not reflect the costs of any management adjustments, including integration activities or cost savings or synergies that may be achieved because of the Merger.
The unaudited pro forma condensed combined financial information should be read in conjunction with:
● | The accompanying notes to the unaudited pro forma condensed combined financial information; |
● | The separate audited consolidated financial statements of RPC as of and for the fiscal year ended December 31, 2024 and the related notes, included in RPC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024; |
● | The separate audited financial statements of Pintail as of and for the fiscal year ended December 31, 2024 and the related notes, which are included elsewhere in this Form 8-K. |
Description of the Merger
On the Closing Date, RPC completed its acquisition of Pintail through the consummation of the Merger. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, on the Closing Date, 100% of the Pintail’s equity was automatically canceled and converted into the right to receive (i) $170.0 million in cash, without interest (“the Closing Cash”), (ii) $25.0 million of RPC common stock, through the issuance of 4,545,454 shares of restricted common stock of RPC (“Stock Consideration”) to one of the previous owners (the “Seller”), and (iii) $50.0 million in the form of a secured note payable to Houston LP (the “Seller Note”).
The Seller’s right to receive all of the Stock Consideration and 50% of the Seller Note is subject to continued employment of Seller for a period of three years, and automatically forfeited upon Seller termination. Therefore, in accordance with US GAAP these payments have been accounted for as part of Acquisition related employment costs. These payments are considered to be contingent consideration and not part of purchase price. Additionally, as payment of both principal and interest for 50% of the Seller Note is contingent upon the Seller’s continued employment with the Company through the maturity date, the Company recognized an Acquisition related employment obligation asset, representing the future economic benefit of the Seller’s continued employment. This asset is being amortized over the three-year service period on a straight-line basis.
An additional amount of $28.1 million, net of taxes (“Redistribution Payments”), paid out of acquisition proceeds are subject to continued employment obligations of certain Pintail’s employees for three years from the acquisition date and are also reflected as Acquisition related employment costs.
Accounting for the Merger
The Merger is being accounted for as a business combination using the acquisition method with RPC as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the Preliminary Merger consideration Non-contingent portion will be allocated to Pintail’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Merger. The process of valuing the net assets of Pintail immediately prior to the Merger, as well as evaluating accounting policies for conformity, is preliminary. Differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired, and liabilities assumed will be recorded as goodwill. The allocation and related adjustments of Preliminary Merger consideration - Non-contingent portion disclosed in this unaudited pro forma condensed combined financial information are subject to revision based on a final determination of fair value. Refer to Note 1 - Basis of Presentation for more information.
All financial data included in the unaudited pro forma condensed combined financial information is presented in thousands of U.S. Dollars and has been prepared on the basis of U.S. GAAP and RPC’s accounting policies.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2024
(in thousands)
| | RPC Historical | | Pintail Reclassed | | Pintail Transaction | (Note 4) | | Pro Forma Combined |
ASSETS | | | | | | | | | |
Cash and cash equivalents | $ | 325,975 | $ | 32,331 | $ | (202,752) | (a) | $ | 155,554 |
Accounts receivable, net of allowance for credit losses | | 276,577 | | 62,595 | | - | | | 339,172 |
Inventories | | 107,628 | | 8,219 | | - | | | 115,847 |
Income taxes receivable | | 4,332 | | - | | - | | | 4,332 |
Prepaid expenses | | 16,136 | | 864 | | 104 | (g) | | 17,104 |
Other current assets | | 2,194 | | - | | 8,333 | (b) | | 10,527 |
Total current assets | | 732,842 | | 104,009 | | (194,315) | | | 642,536 |
Property, plant and equipment, less accumulated depreciation | | 513,516 | | 44,665 | | 2,066 | (c) | | 560,247 |
Operating lease right-of-use assets | | 27,465 | | 870 | | - | | | 28,335 |
Finance lease right-of-use assets | | 4,400 | | 1,278 | | - | | | 5,678 |
Goodwill | | 50,824 | | - | | 32,597 | (e) | | 83,421 |
Other intangibles, net | | 13,843 | | - | | 96,900 | (d) | | 110,743 |
Retirement plan assets | | 30,666 | | - | | - | | | 30,666 |
Other assets | | 12,933 | | 6 | | 17,084 | (b) (g) | | 30,023 |
Total assets | $ | 1,386,489 | $ | 150,828 | $ | (45,668) | | $ | 1,491,649 |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | |
LIABILITIES | | | | | | | | | |
Accounts payable | $ | 84,494 | $ | 42,644 | $ | - | | $ | 127,138 |
Accrued payroll and related expenses | | 25,243 | | 3,863 | | - | | | 29,106 |
Accrued insurance expenses | | 7,942 | | - | | - | | | 7,942 |
Accrued state, local and other taxes | | 3,234 | | 2,921 | | - | | | 6,155 |
Income taxes payable | | 446 | | - | | - | | | 446 |
Unearned revenue | | 45,376 | | - | | - | | | 45,376 |
Current portion of notes payable | | - | | 1,042 | | 20,000 | (b) | | 21,042 |
Current portion of operating lease liabilities | | 7,108 | | 298 | | - | | | 7,406 |
Current portion of finance lease liabilities and finance obligations | | 3,522 | | 558 | | - | | | 4,080 |
Accrued expenses and other liabilities | | 4,548 | | 199 | | (215) | (f) | | 4,532 |
Total current liabilities | | 181,913 | | 51,525 | | 19,785 | | | 253,223 |
Long-term accrued insurance expenses | | 12,175 | | - | | - | | | 12,175 |
Retirement plan liabilities | | 24,539 | | - | | - | | | 24,539 |
Deferred income taxes | | 58,189 | | - | | - | | | 58,189 |
Long-term portion of notes payable | | - | | 3,542 | | 30,000 | (b) | | 33,542 |
Long-term operating lease liabilities | | 21,724 | | 538 | | - | | | 22,262 |
Long-term finance lease liabilities | | 559 | | 799 | | - | | | 1,358 |
Other long-term liabilities | | 9,099 | | - | | - | | | 9,099 |
Total liabilities | | 308,198 | | 56,404 | | 49,785 | | | 414,387 |
STOCKHOLDERS' EQUITY | | | | | | | | | |
Preferred stock | | - | | - | | - | | | - |
Common stock | | 21,494 | | - | | 455 | (h) | | 21,949 |
Members' equity | | - | | 94,424 | | (94,424) | (h) | | - |
Capital in excess of par value | | - | | - | | - | | | - |
Retained earnings | | 1,059,625 | | - | | (1,484) | (h) | | 1,058,141 |
Accumulated other comprehensive loss | | (2,828) | | - | | - | | | (2,828) |
Total stockholders' equity | | 1,078,291 | | 94,424 | | (95,453) | | | 1,077,262 |
Total liabilities and stockholders' equity | $ | 1,386,489 | $ | 150,828 | $ | (45,668) | | $ | 1,491,649 |
See the accompanying notes to the unaudited pro forma condensed combined financial information
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2024
(in thousands except share and per share data)
| | RPC Historical | | Pintail Reclassed (Note 2) | | Pintail Transaction Accounting Adjustments | (Note 5) | | Pro Forma Combined |
Revenues | $ | 1,414,999 | $ | 409,097 | $ | - | | $ | 1,824,096 |
COST AND EXPENSES: | | | | | | | | | |
Cost of revenues (exclusive of depreciation and amortization shown separately below) | | 1,036,648 | | 298,874 | | - | | | 1,335,522 |
Selling, general and administrative expenses |
| 156,437 | | 11,057 | | 1,029 | (b) | | 168,523 |
Depreciation and amortization |
| 132,575 | | 19,346 | | 3,458 | (a) | | 155,379 |
Acquisition related employment costs | | - | | - | | 26,042 | (c) | | 26,042 |
Gain on disposition of assets, net | | (8,199) | | (1,358) | | - | | | (9,557) |
Operating income | | 97,538 | | 81,178 | | (30,529) | | | 148,187 |
Interest expense | | (724) | | (360) | | (3,200) | (d) | | (4,284) |
Interest income | | 13,134 | | - | | - | | | 13,134 |
Other income, net |
| 2,854 | | - | | - | | | 2,854 |
Income before income taxes | | 112,802 | | 80,818 | | (33,729) | | | 159,891 |
Income tax provision |
| 21,358 | | - | | 11,772 | (e) | | 33,130 |
Net income | $ | 91,444 | $ | 80,818 | $ | (45,501) | | $ | 126,761 |
| | | | | | | | | |
Earnings per share | | | | | | | | | |
Basic | $ | 0.43 | | | | | | $ | 0.58 |
Diluted | $ | 0.43 | | | | | | $ | 0.58 |
| | | | | | | | | |
Weighted average shares outstanding – basic and diluted | | 214,942 | | | | 4,545 | (f) | | 219,487 |
See the accompanying notes to the unaudited pro forma condensed combined financial information.
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 - Basis of Presentation
Historical financial statements of RPC and Pintail were prepared in accordance with U.S. GAAP. As discussed in Note 2 - RPC and Pintail reclassification adjustments, certain reclassifications were made to align Pintail’s financial statement presentation with RPC. With the information currently available, RPC has determined that no significant adjustments are necessary to conform Pintail’s financial statements to the accounting policies used by RPC.
The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X following the acquisition method of accounting in accordance with ASC 805, with RPC as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical financial statements of RPC and Pintail. Under ASC 805, all assets acquired, and liabilities assumed in a business combination are recognized and measured at their assumed acquisition date fair value, while transaction costs associated with the business combination are expensed as incurred. The excess of Merger consideration over the estimated fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.
The allocation of the Preliminary Merger consideration – Non-contingent portion depends upon certain estimates and assumptions, all of which are preliminary, and has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The allocation of the Preliminary Merger consideration – Non-contingent portion set forth herein will be revised as additional information becomes available during the measurement period, which could be up to twelve months from the Closing Date. Any such revisions or changes may be material.
The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that RPC believes are reasonable under the circumstances. RPC is not aware of any material transactions between RPC and Pintail during the period presented. Accordingly, adjustments to eliminate transactions between RPC and Pintail have not been reflected in the unaudited pro forma condensed combined financial information.
Note 2 - RPC and Pintail reclassification adjustments
During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Pintail’s financial information to identify differences in accounting policies as compared to those of RPC and differences in financial statement presentation as compared to the presentation of RPC. In addition, certain reclassification adjustments have been made to conform Pintail’s historical financial statement presentation to RPC’s financial statement presentation. Management of the combined company is currently in the process of conducting a more detailed review of accounting policies and reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.
A) | Refer to the table below for a summary of reclassification adjustments made to present Pintail’s balance sheet as of December 31, 2024 to conform with that of RPC: |
Pintail Historical Consolidated Balance Sheet Line Items | RPC Historical Consolidated Balance Sheet Line Items | | Pintail | | Reclassification | Notes | | Pintail Reclassed |
(in thousands) | | | | | | | | |
Cash and cash equivalents | Cash and cash equivalents | $ | 32,331 | $ | | | $ | 32,331 |
Accounts receivable | Accounts receivable, net of allowance for credit losses | | 62,595 | | | | | 62,595 |
Inventory | Inventories | | 8,219 | | | | | 8,219 |
Prepaids | Prepaid expenses | | 1,458 | | (594) | (a) | | 864 |
Property and equipment, net | Property, plant and equipment, less accumulated depreciation | | 44,077 | | 588 | (a) | | 44,665 |
Operating lease right-of-use asset, net | Operating lease right-of-use assets | | 870 | | | | | 870 |
Finance lease right-of-use assets, net | Finance lease right-of-use assets | | 1,278 | | | | | 1,278 |
| Other assets | | | | 6 | (a) | | 6 |
Accounts payable | Accounts payable | | 41,936 | | 708 | (b) | | 42,644 |
Accrued liabilities | | | 7,691 | | (7,691) | (b) | | - |
| Accrued payroll and related expenses | | | | 3,863 | (b) | | 3,863 |
| Accrued state, local and other taxes | | | | 2,921 | (b) | | 2,921 |
| Accrued expenses and other liabilities | | | | 199 | (b) | | 199 |
Current portion of notes payable | | | 1,042 | | | | | 1,042 |
Current portion of operating lease | Current portion of operating lease liabilities | | 298 | | | | | 298 |
Current portion of finance leases | Current portion of finance lease liabilities and finance obligations | | 558 | | | | | 558 |
Note payable, long-term portion | Long-term portion of notes payable | | 3,542 | | | | | 3,542 |
Operating lease, less current portion | Long-term operating lease liabilities | | 538 | | | | | 538 |
Finance leases, less current portion | Long-term finance lease liabilities | | 799 | | | | | 799 |
Members' equity | Member’s equity | | 94,424 | | | | | 94,424 |
a) | Reclassification of $0.6 million of Prepaids to Property, plant and equipment and Other assets |
b) | Reclassification of $7.7 million of Accrued liabilities to Accounts payable, Accrued payroll and related expense, Accrued state, local and other taxes, and Accrued expenses and other liabilities. |
B) | Refer to the table below for a summary of adjustments made to present Pintail’s statement of income for the year ended December 31, 2024 to conform with that of RPC: |
Pintail Historical Consolidated Statement of Income Line Items | RPC Historical Consolidated Statement of Operations Line Items | | Pintail | | Reclassification | Notes | | Pintail Reclassed |
(in thousands) | | | | | | | | |
Revenues | Revenues | $ | 409,097 | | | | $ | 409,097 |
Cost of revenues | Cost of revenues |
| 309,466 | | (10,592) | (a) (b) | | 298,874 |
General and administrative expenses | Selling, general and administrative expenses | | 19,188 | | (8,131) | (a) (b) (c) | | 11,057 |
| Depreciation and amortization | | - | | 19,346 | (a) | | 19,346 |
Other income | Gain on disposition of assets, net | | (1,358) | | - | | | (1,358) |
Interest expense | Interest expense | | (360) | | - | | | (360) |
State income tax expense | |
| 623 | | (623) | (c) | | - |
Net Income | Net Income | $ | 80,818 | | | | $ | 80,818 |
Note 3 – Preliminary purchase price allocation
Preliminary Merger Consideration – Non-contingent portion
The preliminary non-contingent Merger consideration of $193.7 million includes Closing Cash of $170.0 million and $25.0 million of the Seller Note not contingent on continued service, offset by $1.3 million of contractual adjustments for net working capital, cash and debt. The purchase price was paid with cash-on-hand and partially by the issuance of Seller Note. The Merger Agreement contains a post-closing adjustment for an agreed-upon level of Pintail’s working capital, as well as other usual and customary items, which the Company expects to finalize by the end of the fiscal year 2025.
Preliminary Merger Consideration– Non-contingent portion allocation
The assumed allocation of the non-contingent Merger consideration is based on provisional amounts, and therefore not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. RPC used publicly available benchmarking information as well as a variety of other assumptions, including market participant assumptions, for the preliminary estimate of fair values of assets acquired and liabilities assumed of Pintail. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that RPC believes are reasonable under the circumstances. The purchase price allocation set forth herein is preliminary and will be revised as additional information becomes available during the `measurement period, which could be up to twelve months from the Closing Date. Any such revisions or changes may be material. With the exception of Property, plant and equipment and Other intangibles, the book values of all other assets acquired, and liabilities assumed approximate their fair values.
The following table summarizes the preliminary Merger consideration – Non-contingent portion allocation, as if the Merger had been completed on December 31, 2024:
(in thousands) | | Amount |
Assets: | |
|
Accounts receivable, net of allowance for credit losses | $ | 62,595 |
Inventories | | 8,219 |
Prepaid expenses | | 864 |
Property, plant and equipment, less accumulated depreciation (refer to Note 4(c)) | | 46,731 |
Operating lease right-of-use assets | | 870 |
Finance lease right-of-use assets | | 1,278 |
Goodwill | | 32,597 |
Other intangibles, net (refer to Note 4(d)) | | 96,900 |
Other assets | | 6 |
Liabilities: | | |
Accounts payable | | 42,644 |
Accrued payroll and related expenses | | 3,863 |
Accrued state, local, and other taxes | | 2,921 |
Current portion of notes payable | | 1,042 |
Current portion of operating lease liabilities | | 298 |
Current portion of finance lease liabilities and finance obligations | | 558 |
Accrued expenses and other liabilities | | 199 |
Long-term portion of notes payable | | 3,542 |
Long-term operating lease liabilities | | 538 |
Long-term finance lease liabilities | | 799 |
Estimated preliminary Merger consideration – Non-contingent portion | $ | 193,656 |
See section titled Description of Merger in this document for further information regarding the contingent portion of total consideration consisting of $25.0 million of the Seller Note and $25.0 million of Stock Consideration.
Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
Adjustments included in the Pintail Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2024 are as follows:
a) | Reflects adjustment to cash and cash equivalents: |
(in thousands) | | Amount |
Cash paid to sellers | $ | 168,656 |
Elimination of Pintail cash not acquired | | 32,331 |
Estimated transaction costs (i) | | 1,765 |
Net pro forma transaction accounting adjustment to cash and cash equivalents | $ | 202,752 |
i. | Represents legal advisory, financial advisory, Representations & Warranties (“R&W”) insurance, accounting and consulting costs paid by RPC. |
c) | Reflects the preliminary purchase accounting adjustment for property, plant and equipment. The unaudited pro forma condensed combined balance sheet has been adjusted to record Pintail’s property, plant and equipment at a preliminary fair value of approximately $46.7 million. |
(in thousands) | | Amount | Estimated Useful Life |
Elimination of Pintail’s historical net book value of property, plant & equipment | $ | (44,665) | |
Preliminary fair value of acquired property, plant and equipment | | | |
Operating equipment | | 43,965 | 1-5 |
Vehicles | | 2,412 | 3 |
Furniture and fixtures | | 51 | 7 |
Buildings and leasehold improvements | | 303 | 2 |
Total preliminary fair value of acquired property, plant and equipment | | 46,731 | |
Net pro forma transaction accounting adjustment to property, plant & equipment | $ | 2,066 | |
d) | Reflects the preliminary intangible asset adjustment of $96.9 million. The preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consist of the following: |
(in thousands) | | Preliminary Fair Value | Estimated Useful Life |
Customer relationships | $ | 86,800 | 10 |
Trade names and trademarks | | 10,100 | 10 |
Intangible assets acquired | $ | 96,900 | |
The identification and valuation of intangible assets is preliminary and is subject to measurement period adjustments.
The fair value of tradename was valued using the relief-from-royalty method, which presumes the owner of the asset avoids hypothetical royalty payments that would need to be made for the use of the asset if the asset was not owned.
The fair value of customer relationships was estimated using the multi-period excess earnings method. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the customer relationships intangible assets, net of charges for the use of other identifiable assets of the business including working capital, fixed assets and other intangible assets.
e) | Reflects the preliminary goodwill adjustment of $32.6 million which represents the excess of the preliminary Merger consideration – Nonc-contingent portion over the preliminary fair value of the underlying assets acquired and liabilities assumed as described in Note 3 - Preliminary purchase price allocation. |
f) | Reflects an adjustment to remove RPC’s transaction costs that were incurred as of the pro forma balance sheet date but paid after such date. As the pro forma balance sheet assumes the transaction occurred on December 31, 2024, this adjustment removes the accrued liability to reflect the settlement of these costs as if payment had occurred on the pro forma date. |
g) | Reflects an adjustment to record the $0.5 million Representation & Warranties insurance premium as a prepaid asset on the pro forma condensed combined balance sheet as of December 31, 2024, as if the policy had been in effect and paid on that date. The policy was purchased in connection with the acquisition and provided coverage over a six-year term. The short-term portion of the prepaid premium expected to be amortized within one year is recorded in Prepaid expenses, and the long-term portion is recorded in Other assets. |
h) | Reflects the adjustments to Stockholders’ equity: |
(in thousands) | | Common Stock | | Members’ Equity | | Retained Earnings |
Elimination of Pintail’s historical equity | $ | - | $ | (94,424) | $ | - |
Estimated transaction costs (i) | | - | | - | | (1,029) |
Issuance of Stock Consideration | | 455 | | - | | (455) |
Net pro forma transaction accounting adjustments to Stockholders’ equity | $ | 455 | $ | (94,424) | $ | (1,484) |
i) | Represents legal advisory, financial advisory, R&W insurance, accounting and consulting costs incurred by RPC. |
Note 5 – Pro Forma Adjustments to the Unaudited Condensed Combined Statement of Operations
Adjustments included in the Pintail Transaction Accounting Adjustments column in the accompanying unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2024 are as follows:
| | |
(in thousands) |
| For the Year Ended December 31, 2024 |
Depreciation expense of acquired property, plant and equipment | $ | 12,026 |
Less: Pintail historical depreciation expense | | (18,258) |
Property, plant and equipment depreciation adjustment | | (6,232) |
Amortization of acquired intangible assets | | 9,690 |
Net pro forma transaction accounting adjustment to depreciation and amortization | $ | 3,458 |
A 10% change in the valuation of property, plant and equipment would cause a corresponding increase or decrease in the depreciation expense of approximately $1.2 million for the year ended December 31, 2024. Pro forma depreciation is preliminary and based on the use of straight-line depreciation. The amount of depreciation following the Merger may differ significantly between periods based upon the final value assigned and depreciation methodology used for each class of property, plant and equipment.
A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $1.0 million for the year ended December 31, 2024. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Merger may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.
b) | Reflects the adjustment to Selling, general and administrative expenses for the estimated transaction costs expensed. Estimated transaction costs consist of legal advisory, financial advisory, R&W insurance, accounting and consulting costs of RPC. |
c) | Reflects acquisition related employment costs related to the Stock Consideration, the contingent portion of the Seller Note, and the Redistribution Payments. |
d) | Reflects the interest expense related to the Seller Note as described in Note 4(b). To finance the acquisition of Pintail, the Company issued a $50.0 million promissory note bearing interest at a variable rate equal to Simple SOFR for the applicable interest period plus two percent (2.0%) per annum, with a maturity of three years. The unaudited pro forma condensed combined statement of operations reflects an adjustment to interest expense of $3.2 million for the year ended December 31, 2024, to account for the annual interest expense associated with the Seller Note. This adjustment assumes the note was issued on January 1, 2024, and the interest expense will have a continuing impact on RPC's consolidated statements of operations. A change in SOFR of 1/8 of a percent would not result in a significant increase or decrease in the interest expense for the year ended December 31, 2024. |
e) | Reflects the income tax impact of Pintail’s historical results assuming Pintail was combined with RPC on January 1, 2024, and the pro forma adjustments utilizing a statutory income tax rate of 25.0% for the year ended December 31, 2024. Prior to RPC’s acquisition Pintail was not a taxpaying entity for federal income tax purposes and, accordingly, did not recognize any expense for taxes. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger activities, including cash needs, the geographical mix of income and changes in tax law. Because the tax rates used for the pro forma financial information are estimated, the tax rate will likely vary from the actual effective rate in periods subsequent to completion of the Merger. This determination is preliminary and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities. |
f) | Reflects the Stock Consideration issuance of 4,545,454 shares. Basic and diluted earnings per share are computed by dividing net income by the weighted average number of shares outstanding. The Stock Consideration issued contains non-forfeitable rights to dividends and are therefore considered participating securities. |
Restricted shares of common stock (participating securities) outstanding and a reconciliation of weighted average shares outstanding is as follows:
(in thousands) |
| 2024 |
Pro forma net income available for stockholders | $ | 126,761 |
Less: Adjustments for earnings attributable to Stock Consideration participating securities | | (4,716) |
Pro forma net income used in calculated pro forma earnings per share | $ | 122,045 |
| | |
Pro forma weighted average shares outstanding (including participating securities) | | 219,487 |
Adjustment for historical participating securities | | (3,584) |
Adjustment for Stock Consideration participating securities | | (4,545) |
Pro forma shares used in calculating pro forma basic and diluted earnings per share | | 211,358 |