UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10–Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

 

Commission File Number 1-4422

 

ROLLINS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

51-0068479

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

2170 Piedmont Road, N.E., Atlanta, Georgia

(Address of principal executive offices)

 

30324

(Zip Code)

 

(404) 888-2000

(Registrant’s telephone number, including area code)

________________________________

 

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 o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

Large Accelerated Filer

o

Accelerated Filer

x

Non-Accelerated filer

o

Small Reporting Company

o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 

Yes

o

No

x

 

 

Rollins, Inc. had 100,864,025 shares of its $1 par value Common Stock outstanding as of October 15, 2008.

 

 

 

 

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

 

 

Table of Contents

 

 

 

 

PART I

FINANCIAL INFORMATION.

Page No.

 

 

 

 

 

ITEM 1.

Financial Statements.

3

 

 

 

 

 

 

Consolidated Statements of Financial Position as of
September 30, 2008 and December 31, 2007

3

 

 

 

 

 

 

Consolidated Statements of Income for the Three Months and Nine Months Ended September 30, 2008 and 2007

4

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 2008 and 2007

5

 

 

 

 

 

 

Consolidated Statements of Shareholders’ Equity

6

 

 

 

 

 

 

Notes to Consolidated Financial Statements

7

 

 

 

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations

20

 

 

 

 

 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk.

28

 

 

ITEM 4.

Controls and Procedures

28

 

PART II

OTHER INFORMATION.

29

 

 

 

 

 

Item 1.

Legal Proceedings.

29

 

 

 

 

 

Item 1A.

Risk Factors.

29

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

29

 

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

29

 

 

 

 

 

Item 6.

Exhibits

30

 

 

 

 

Signatures

 

 

31

 

 

 

 

Exhibit Index

 

 

 

 

 

EX-31.1: CERTIFICATION

 

 

 

EX-31.2: CERTIFICATION

 

 

 

EX-32: CERTIFICATION

 

 

 

 

 

2

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

 

PART 1 FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

 

ITEM 1. FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007

 

(in thousands except share data)

 

(unaudited)

 

 

 

 

 

September 30,

 

 

 

December 31,

 

 

 

 

 

 

2008

 

 

 

2007

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

16,334

 

 

 

$

71,280

 

 

Trade receivables, short-term, net of allowance for doubtful accounts

 

 

 

 

 

 

 

 

 

 

 

 

of $6,241 and $5,351, respectively

 

 

 

 

68,032

 

 

 

 

52,618

 

 

Accounts receivable - other, net

 

 

 

 

1,717

 

 

 

 

1,839

 

 

Materials and supplies

 

 

 

 

11,117

 

 

 

 

8,846

 

 

Deferred income taxes

 

 

 

 

18,323

 

 

 

 

17,162

 

 

Other current assets

 

 

 

 

8,320

 

 

 

 

8,495

 

 

Total Current Assets

 

 

 

 

123,843

 

 

 

 

160,240

 

 

Equipment and property, net

 

 

 

 

77,963

 

 

 

 

77,370

 

 

Goodwill

 

 

 

 

182,834

 

 

 

 

126,684

 

 

Customer contracts

 

 

 

 

125,354

 

 

 

 

63,056

 

 

Other intangible assets, net

 

 

 

 

25,126

 

 

 

 

9,232

 

 

Deferred income taxes

 

 

 

 

8,309

 

 

 

 

7,576

 

 

Trade receivables, long-term, net of allowance for doubtful accounts

 

 

 

 

 

 

 

 

 

 

 

 

of $1,387 and $1,317, respectively

 

 

 

 

9,009

 

 

 

 

8,409

 

 

Prepaid Pension

 

 

 

 

18,259

 

 

 

 

16,624

 

 

Other assets

 

 

 

 

6,604

 

 

 

 

6,037

 

 

Total Assets

 

 

 

$

577,301

 

 

 

$

475,228

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

 

20,037

 

 

 

 

19,140

 

 

Accrued insurance

 

 

 

 

14,855

 

 

 

 

13,505

 

 

Accrued compensation and related liabilities

 

 

 

 

53,842

 

 

 

 

45,910

 

 

Unearned revenues

 

 

 

 

99,297

 

 

 

 

81,678

 

Accrual for termite contracts

 

 

 

 

5,160

 

 

 

 

6,320

 

Capital leases

 

 

 

 

661

 

 

 

 

1,186

 

Line of credit

 

 

 

 

41,500

 

 

 

 

 

Other current liabilities

 

 

 

 

24,134

 

 

 

 

20,267

 

Total current liabilities

 

 

 

 

259,486

 

 

 

 

188,006

 

Capital leases, less current portion

 

 

 

 

360

 

 

 

 

601

 

Accrued insurance, less current portion

 

 

 

 

24,309

 

 

 

 

23,387

 

Accrual for termite contracts, less current portion

 

 

 

 

9,100

 

 

 

 

11,680

 

Long-term accrued liabilities

 

 

 

 

20,985

 

 

 

 

18,001

 

Total Liabilities

 

 

 

 

314,240

 

 

 

 

241,675

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, without par value; 500,000 authorized, zero shares issued

 

 

 

 

 

 

 

 

 

Common stock, par value $1 per share; 170,000,000 shares authorized,

 

 

 

 

 

 

 

 

 

 

 

100,864,025 and 100,635,596 shares issues, respectively

 

 

 

 

100,864

 

 

 

 

100,636

 

Paid in capital

 

 

 

 

16,977

 

 

 

 

15,184

 

Accumulated other comprehensive loss

 

 

 

 

(5,520

)

 

 

 

(4,050

)

Retained earnings

 

 

 

 

150,740

 

 

 

 

121,783

 

Total Stockholders’ Equity

 

 

 

$

263,061

 

 

 

$

233,553

 

Total Liabilities and Stockholders’ Equity

 

 

 

$

577,301

 

 

 

$

475,228

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

 

CONSOLIDATED STATEMENT OF INCOME

 

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

 

(in thousands except share data)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

 

 

September 30,

 

 

 

 

2008

 

 

 

2007

 

 

 

2008

 

 

 

2007

 

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer services

 

$

277,911

 

 

 

$

238,116

 

 

 

$

772,488

 

 

 

$

678,966

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services provided

 

 

145,415

 

 

 

 

123,029

 

 

 

 

401,444

 

 

 

 

351,466

 

 

Depreciation and amortization

 

 

9,031

 

 

 

 

6,885

 

 

 

 

24,347

 

 

 

 

20,482

 

 

Sales, general and administrative

 

 

91,440

 

 

 

 

78,154

 

 

 

 

254,958

 

 

 

 

221,982

 

 

Gain on sales of assets

 

 

(154

)

 

 

 

(17

)

 

 

 

(189

)

 

 

 

(113

)

 

Interest expense (income), net

 

 

174

 

 

 

 

(466

)

 

 

 

(152

)

 

 

 

(1,540

)

 

 

 

 

245,906

 

 

 

 

207,585

 

 

 

 

680,408

 

 

 

 

592,277

 

 

INCOME BEFORE INCOME TAXES

 

 

32,005

 

 

 

 

30,531

 

 

 

 

92,080

 

 

 

 

86,689

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

 

12,531

 

 

 

 

10,710

 

 

 

 

36,661

 

 

 

 

30,503

 

 

Deferred

 

 

(330

)

 

 

 

1,056

 

 

 

 

(962

)

 

 

 

3,389

 

 

 

 

 

12,201

 

 

 

 

11,766

 

 

 

 

35,699

 

 

 

 

33,892

 

 

NET INCOME

 

$

19,804

 

 

 

$

18,765

 

 

 

$

56,381

 

 

 

$

52,797

 

 

NET INCOME PER SHARE - BASIC

 

$

0.20

 

 

 

$

0.19

 

 

 

$

0.57

 

 

 

$

0.53

 

 

NET INCOME PER SHARE - DILUTED

 

$

0.20

 

 

 

$

0.19

 

 

 

$

0.56

 

 

 

$

0.52

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

 

99,233

 

 

 

 

99,912

 

 

 

 

99,329

 

 

 

 

100,449

 

 

Weighted average shares outstanding - diluted

 

 

100,096

 

 

 

 

100,977

 

 

 

 

100,223

 

 

 

 

101,530

 

 

DIVIDENDS PAID PER SHARE

 

$

0.0625

 

 

 

$

0.0500

 

 

 

$

0.1875

 

 

 

$

0.1500

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007

 

 

(in thousands)

 

 

(unaudited)

 

 

 

 

 

 

Nine Months Ended

 

 

 

 

September 30,

 

 

 

 

 

2008

 

 

 

2007

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

$

56,381

 

 

 

$

52,797

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and Amortization

 

 

 

 

24,347

 

 

 

 

20,482

 

 

Provision for Deferred Income Taxes

 

 

 

 

(962

)

 

 

 

3,389

 

 

Stock Based Compensation Expense

 

 

 

 

3,248

 

 

 

 

2,381

 

 

Gain on sale of assets

 

 

 

 

(189

)

 

 

 

(113

)

 

Excess tax benefits from share-based payments

 

 

 

 

(65

)

 

 

 

(2,924

)

 

Other, net

 

 

 

 

(495

)

 

 

 

(113

)

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Trade Accounts Receivables

 

 

 

 

(9,695

)

 

 

 

(7,913

)

 

Accounts Receivables - Other

 

 

 

 

97

 

 

 

 

(762

)

 

Materials and supplies

 

 

 

 

(437

)

 

 

 

276

 

 

Other current assets

 

 

 

 

973

 

 

 

 

(1,153

)

 

Other non-current assets

 

 

 

 

(1,574

)

 

 

 

(2,593

)

 

Accounts payable and accrued expenses

 

 

 

 

(396

)

 

 

 

850

 

 

Unearned revenue

 

 

 

 

8,862

 

 

 

 

10,751

 

 

Accrued insurance

 

 

 

 

57

 

 

 

 

488

 

 

Accrual for termite contracts

 

 

 

 

(3,740

)

 

 

 

(600

)

 

Long-term accrued liabilities

 

 

 

 

1,200

 

 

 

 

3,295

 

 

Net cash provided by operating activities

 

 

 

 

77,612

 

 

 

 

78,538

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Cash Used for Acquisitions of Companies, net of cash acquired

 

 

 

 

(136,453

)

 

 

 

(5,950

)

 

Purchases of Equipment and Property

 

 

 

 

(10,142

)

 

 

 

(13,512

)

 

Cash from Sales of Franchises

 

 

 

 

225

 

 

 

 

 

 

Proceeds from Sales of Assets

 

 

 

 

142

 

 

 

 

79

 

 

Net cash used in investing activities

 

 

 

 

(146,228

)

 

 

 

(19,383

)

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings, Under Line of Credit Agreement

 

 

 

 

90,000

 

 

 

 

 

 

Payments on line of Credit Borrowings

 

 

 

 

(48,500

)

 

 

 

 

 

Cash Paid for Common Stock Purchased

 

 

 

 

(10,131

)

 

 

 

(30,895

)

 

Dividends paid

 

 

 

 

(18,911

)

 

 

 

(15,274

)

 

Book overdrafts in bank accounts

 

 

 

 

2,300

 

 

 

 

 

 

Proceeds Received Upon Exercise of Stock Options

 

 

 

 

326

 

 

 

 

1,379

 

 

Principal payments on capital lease obligations

 

 

 

 

(664

)

 

 

 

(1,532

)

 

Excess tax benefits from share-based payments

 

 

 

 

65

 

 

 

 

2,924

 

 

Net cash provided by/(used in) financing activities

 

 

 

 

14,485

 

 

 

 

(43,398

)

 

Effect of exchange rate changes on cash

 

 

 

 

(815

)

 

 

 

2,720

 

 

Net increase/(decrease) in cash and cash equivalents

 

 

 

 

(54,946

)

 

 

 

18,477

 

 

Cash and cash equivalents at beginning of period

 

 

 

 

71,280

 

 

 

 

63,344

 

 

Cash and cash equivalents at end of period

 

 

 

$

16,334

 

 

 

$

81,821

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

 

 

$

589

 

 

 

$

85

 

 

Cash paid for income taxes

 

 

 

$

30,678

 

 

 

$

27,541

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

 

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

Income

 

 

 

Common

 

 

 

Paid-in

 

 

 

Comprehensive

 

 

 

Retained

 

 

 

 

 

(in thousands)

 

 

 

(Loss)

 

 

 

Stock

 

 

 

Capital

 

 

 

Income

 

 

 

Earnings

 

 

 

Total

 

Balance at December 31, 2007

 

 

 

 

 

 

 

 

$

100,636

 

 

 

$

15,184

 

 

 

$

(4,050

)

 

 

$

121,783

 

 

 

$

233,553

 

Net Income

 

 

 

$

56,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,381

 

 

 

 

56,381

 

Foreign currency translation adjustments

 

 

 

 

(1,470

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,470

)

 

 

 

 

 

 

 

 

(1,470

)

Comprehensive income

 

 

 

$

54,911

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends paid

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,911

)

 

 

 

(18,911

)

Common Stock Purchased and Retired

 

 

 

 

 

 

 

 

 

(550

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,513

)

 

 

 

(9,063

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

653

 

 

 

 

2,660

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,313

 

Common stock options exercised

 

 

 

 

 

 

 

 

 

125

 

 

 

 

(867

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(742

)

Balance at September 30, 2008

 

 

 

 

 

 

 

 

$

100,864

 

 

 

$

16,977

 

 

 

$

(5,520

)

 

 

$

150,740

 

 

 

$

263,061

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

6

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

NOTE 1.

BASIS OF PREPARATION AND OTHER

 

Basis of Preparation - The consolidated financial statements included herein have been prepared by Rollins, Inc. (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission applicable to quarterly reporting on Form 10-Q. These consolidated financial statements have been prepared in accordance with Statement of Financial Accounting Standard No. 94, “Consolidation of All Majority-Owned Subsidiaries” (“SFAS 94”) and Rule 3A-02(a) of Regulation S-X. In accordance with SFAS 94 and Rule 3A-02(a) of Regulation S-X, the Company’s policy is to consolidate all subsidiaries and investees where it has voting control. The Company does not have any subsidiaries or investees where it has less than a 100% equity interest or less than 100% voting control, nor does it have any interest in other investees, joint ventures, or other variable interest entities that require consolidation under FASB interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46R).

 

Footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted as permitted by such rules and regulations. These consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Company’s annual report on Form 10-K for the year ended December 31, 2007.

 

In the opinion of management, the consolidated financial statements included herein contain all adjustments necessary to present fairly the financial position of the Company as of September 30, 2008 and December 31, 2007, the results of its operations for the three months and nine months ended September 30, 2008 and 2007 and its cash flows for the nine months ended September 30, 2008 and 2007. All such adjustments are of a normal recurring nature. Operating results for the three months and nine months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

 

The Company has only one reportable segment, its pest and termite control business. The Company’s results of operations and its financial condition are not reliant upon any single customer or a few customers or the Company’s foreign operations.

 

A group that includes the Company’s Chairman of the Board, R. Randall Rollins, and his brother, Gary W. Rollins, who is also a director of the Company, and certain companies under their control, controls in excess of 50% of the Company’s voting power.

Estimates Used in the Preparation of Consolidated Financial Statements -The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the accompanying notes and financial statements. Actual results could differ from those estimates.

Cash and Cash Equivalents - The Company considers all investments with an original or purchased maturity of three months or less to be cash equivalents. Short-term investments, all of which are cash equivalents, are stated at cost, which approximates fair market value.

Goodwill and Other Intangible Assets - In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, the Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization; and (3) goodwill. The Company does not amortize intangible assets with indefinite lives and goodwill. Goodwill and other intangible assets with indefinite useful lives are tested for impairment annually or more frequently if events or circumstances indicate the assets might be impaired. Such conditions may include an economic downturn or a change in the assessment of future operations. The Company performs impairment tests of goodwill at the company level. Such impairment tests for goodwill include comparing the fair value of the appropriate reporting unit (the Company) with its carrying value. The Company performs impairment tests for indefinite-lived intangible assets by comparing the fair value of each indefinite-lived intangible asset unit to its carrying value. The Company recognizes an impairment charge if the asset’s carrying value exceeds its estimated fair value. The Company completed its most recent annual impairment analyses as of September 30, 2008. Based upon the results of these analyses, the Company has concluded that no impairment of its goodwill or other intangible assets was indicated.

Impairment of Long-Lived Assets - In accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company’s long-lived assets, such as property and equipment and intangible assets with definite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the assetthe asset exceeds the fair value of the asset. Based upon the results of these analyses, the Company has concluded that no impairment of its long-lived assets was indicated.

 

7

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

Comprehensive Income (Loss) - Other Comprehensive Income (Loss) results from foreign currency translations and changes in the pension liability.

Franchising Program – Orkin had 62 franchises as of September 30, 2008, including international franchises in Mexico, established in 2000, Panama, established in 2003, and Costa Rica, established in 2006, along with Honduras, the United Arab Emirates, the Dominican Republic and South Korea all of which were established in 2007 and the Kingdom of Saudi Arabia, Qatar, and the Kingdom of Bahrain which were established in 2008. Transactions with franchises involve sales of customer contracts to establish new franchises, initial franchise fees and royalties. The customer contracts and initial franchise fees are typically sold for a combination of cash and notes due over periods ranging up to 5 years. Notes receivable from franchises are included on the Company’s consolidated statements of financial position under trade receivables, short term.

 

 

 

At September 30,

 

At December 31,

(in thousands)

 

2008

 

2007

Notes receivable from Franchisees

 

$

3,940

 

$

4,006

 

The Company recognizes gains from the sale of customer contracts at the time they are sold to franchisees and collection on the notes is reasonably assured.

The Company recognized a net loss for the sale of customer contracts for the quarter ended September 30, 2008 and a loss for the quarter ended September 30, 2007 due to customer adjustments. These amounts are included as reductions of revenues in the accompanying Consolidated Statements of Income.

 

 

 

Three Months Ended

September 30,

 

 

 

Nine Months Ended

September 30,

(in thousands)

 

2008

 

2007

 

 

 

2008

 

2007

Sale of customer contracts gain/(loss)

 

$

(36)

 

$

(1)

 

 

 

$

644

 

$

(69)

 

Initial franchise fees are deferred for the duration of the contract period and are included as unearned revenue in the Consolidated Statements of Financial Position.

 

 

 

 

At September 30,

 

At December 31,

(in thousands)

 

2008

 

2007

Deferred Franchises Fees

 

$

2,200

 

$

2,078

 

Royalties and fees from franchisees are accrued and recognized as revenues as earned on a monthly basis.

 

 

 

Three Months Ended

September 30,

 

 

 

Nine Months Ended

September 30,

(in thousands)

 

2008

 

2007

 

 

 

2008

 

2007

Revenues from Franchisees

 

$

647

 

$

772

 

 

 

$

2,086

 

$

2,158

 

The Company’s maximum exposure to loss relating to the franchises (notes receivable less deferred franchise fees) aggregated $1.7 million and $1.9 million at September 30, 2008 and December 31, 2007, respectively.

 

8

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

Fair Value of Financial Instruments - The Company’s financial instruments consist of cash and cash equivalents, short-term investments, trade and notes receivables, accounts payable and other short-term liabilities. The carrying amounts of these financial instruments approximate their fair values.

 

Seasonality - The business of the Company is affected by the seasonal nature of the Company’s pest and termite control services. The increase in pest pressure and activity, as well as the metamorphosis of termites in the spring and summer (the occurrence of which is determined by the timing of the change in seasons), has historically resulted in an increase in the revenue of the Company’s pest and termite control operations during such periods as evidenced by the following chart.

 

 

Consolidated Net Revenues

 

(in thousands)

 

 

 

 

 

2008

 

 

 

2007

 

 

 

2006

First Quarter

 

 

 

$

210,078

 

 

 

$

201,232

 

 

 

$

194,187

Second Quarter

 

 

 

 

284,499

 

 

 

 

239,618

 

 

 

 

232,222

Third Quarter

 

 

 

 

277,911

 

 

 

 

238,116

 

 

 

 

227,816

Fourth Quarter

 

 

 

 

N/A

 

 

 

 

215,954

 

 

 

 

204,653

Year ended December 31,

 

 

 

$

772,488

 

 

 

$

894,920

 

 

 

$

858,878

 

 

NOTE 2.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

 

Statements of Financial Accounting Standards

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. For financial assets and liabilities, this statement is effective for fiscal periods beginning after November 15, 2007 and does not require any new fair value measurements. The adoption of SFAS No. 157 did not have a material effect on the consolidated financial statements.

In February 2008, the FASB issued FASB Staff Position (FSP) FAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements that Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,” and FSP FAS 157-2, “Effective Date of FASB Statement No. 157.” These FSPs:

 

 

Exclude certain leasing transactions accounted for under FASB Statement No. 13, Accounting for Leases, from the scope of FASB Statement No. 157, Fair Value Measurements (Statement 157). The exclusion does not apply to fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of Statement 157.

 

 

 Permit the deferral of the effective date in Statement 157 for one year for certain nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

FSP FAS 157-1 is effective upon the initial adoption of Statement 157.  FSP FAS 157-2 is effective February 12, 2008.  The Company adopted the provisions of FSP 157-1 and 157-2 by utilizing the deferral in the first quarter of 2008.  The Company will apply the provisions of FSP FAS 157-2, as required and does not expect the adoption of FSP FAS 157-2 to have a material effect on its consolidated financial statements. See Note 6 for details regarding impact of adoption.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115.” This statement permits entities to choose to measure many financial instruments and certain other items at fair value. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, including interim periods within that fiscal year. The Company has not elected the fair value option for any of its existing financial instruments as of September 30, 2008 and the Company has not determined whether or not it will elect this option for financial instruments it may acquire in the future.

 

9

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

Emerging Issues Task Force

In June 2007, the Emerging Issues Task Force (“EITF”) issued Issue 06-11 “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards”. The guidance in EITF Issue 06-11 addresses how an employer should account for the income tax benefits related to dividend or dividend equivalent payments made to employees holding certain share-based payment awards. Entities are required to recognize tax benefits realized from dividend or dividend equivalents paid to employees for certain share-based payment awards as an increase to additional paid-in capital and include such amounts in the pool of excess tax benefits available to absorb future tax deficiencies on share-based payment awards. The Company adopted the provisions of EITF Issue 06-11 as of January 1, 2008. The effect on the consolidated results of operations, cash flow and financial position is immaterial.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

Statements of Financial Accounting Standards

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 requires that a noncontrolling interest in a subsidiary be reported as equity and the amount of consolidated net income specifically attributable to the noncontrolling interest be identified in the consolidated financial statements. It also requires consistency in the manner of reporting changes in the parent’s ownership interest and requires fair value measurement of any noncontrolling equity investment retained in a deconsolidation. The Company will apply the provisions of this statement prospectively, as required, beginning on January 1, 2009 and does not expect the adoption of SFAS 160 to have a material effect on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. In general, the statement 1) broadens the guidance of SFAS No. 141, extending its applicability to all events where one entity obtains control over one or more other businesses, 2) broadens the use of fair value measurements used to recognize the assets acquired and liabilities assumed, 3) changes the accounting for acquisition related fees and restructuring costs incurred in connection with an acquisition, and 4) increases required disclosures. The Company will apply the provisions of this statement prospectively to business combinations for which the acquisition date is on or after January 1, 2009 and is currently assessing the impact of adoption of SFAS No. 141(R) on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 with the intent to provide users of financial statements with an enhanced understanding of: 1) How and why an entity uses derivative instruments; 2) How derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations and 3) How derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not expect the adoption of SFAS 161 to have a material effect on its consolidated financial statements.

In May 2008, the FASB issued Statement No. 162, “Hierarchy of Generally Accepted Accounting Principles”, which simply moves the requirements related to which authoritative literature to look to first from the audit standards to GAAP.  SFAS 162 is effective 60 days following the SEC's approval of the PCAOB’s amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.   The Company does not expect the adoption of SFAS 162 to have a material effect on its consolidated financial statements.

In May 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee Insurance Contracts”, which clarifies how FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises”, applies to financial guarantee insurance contracts issued by insurance enterprises.    The standard is effective for financial statements issued for fiscal years beginning after December 15, 2008, including interim periods in that year. The Company does not expect the adoption of SFAS 163 to have a material effect on its consolidated financial statements.

 

10

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

Staff Interpretations

In April 2008, the FASB issued FSP FAS No. 142-3, which amends the factors that must be considered in developing renewal or extension assumptions used to determine the useful life over which to amortize the cost of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” The FSP requires an entity to consider its own assumptions about renewal or extension of the term of the arrangement, consistent with its expected use of the asset, and is an attempt to improve consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under FAS No. 141, “Business Combinations.” The FSP is effective for fiscal years beginning after December 15, 2008, and the guidance for determining the useful life of a recognized intangible asset must be applied prospectively to intangible assets acquired after the effective date. The Company does not expect the adoption of FSP FAS No. 142-3 to have a material effect on its consolidated financial statements.

In June 2008, the FASB issued FSP Emerging Issues Task Force (EITF) No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” Under the FSP, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. The FSP is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. The Company does not expect the adoption of FSP EITF No. 03-6-1 to have a material effect on its consolidated financial statements.

 

NOTE 3.

ACQUISITION

Acquisition of HomeTeam Pest Defense:

On April 3, 2008, the Company, through its wholly owned subsidiary, completed the acquisition of substantially all of the assets of Centex Home Services, LLC, a Nevada limited liability company, HomeTeam Pest Defense, Inc., a Nevada corporation, and HomeTeam Pest Defense, LLC, a Delaware limited liability company, related to the business of providing termite and pest control services to homebuilders, businesses and homeowners.  The final purchase price paid for the acquisition was $134.0 million. The purchase price was negotiated at arms length.

HomeTeam Pest Defense has a customer base of approximately 400,000 customers, which are served from 50 service locations in 13 states. HomeTeam Pest Defense recorded revenues of approximately $134 million for the fiscal year ended March 31, 2007. The Company's consolidated statements of income include the results of operations of HomeTeam Pest Defense for the period beginning April 1, 2008 through September 30, 2008.

The Company engaged an independent valuation firm to determine the allocation of the purchase price to goodwill and identifiable intangible assets. Such valuation resulted in the allocation of $56.7 million to tax-deductible goodwill and $89.7 million to other intangible assets, principally customer contracts. The finite-lived intangible assets, principally customer contracts, are being amortized over periods principally ranging from 8 to 20 years on a straight-lined basis.

 

11

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

The fair values of HomeTeam’s assets and liabilities, at the date of acquisition, were as follows:

 

At April 3, 2008

(dollars in thousands)

(unaudited)

ASSETS AND LIABILITIES:

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

 

27

 

Trade accounts receivable

 

 

 

 

6,628

 

Materials and supplies

 

 

 

 

1,922

 

Other current assets

 

 

 

 

785

 

Equipment and property

 

 

 

 

989

 

Goodwill

 

 

 

 

56,677

 

Customer contracts and relationships (Taexx)

 

 

 

 

35,600

 

Customer contracts and relationships (conventional)

 

 

 

 

24,300

 

Customer contracts and relationships (termite)

 

 

 

 

13,400

 

Trademarks and trade names

 

 

 

 

5,900

 

Proprietary technology

 

 

 

 

6,600

 

Non-compete agreements

 

 

 

 

3,900

 

Other assets

 

 

 

 

334

 

Accounts payable

 

 

 

 

(2,571

)

Accrued compensation & related liabilities

 

 

 

 

(5,088

)

Unearned revenues

 

 

 

 

(8,932

)

Other current liabilities

 

 

 

 

(4,686

)

Long-term accrued liabilities

 

 

 

 

(1,741

)

 

 

$

 

 

134,044

 

 

 

The pro forma financial information presented below gives effect to the HomeTeam Pest Defense acquisition as if it had occurred as of the beginning of our fiscal year 2007. The information presented below is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisition actually had occurred as of the beginning of such year or results which may be achieved in the future.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

 

 

September 30,

 

(dollars in thousands)

 

2008

 

 

 

2007

 

 

 

2008

 

 

 

2007

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer services

 

$

277,911

 

 

 

$

272,858

 

 

 

$

803,956

 

 

 

$

780,250

 

INCOME BEFORE INCOME TAXES

 

 

32,005

 

 

 

 

29,939

 

 

 

 

92,600

 

 

 

 

82,972

 

PROVISION FOR INCOME TAXES

 

 

12,201

 

 

 

 

11,533

 

 

 

 

35,898

 

 

 

 

32,426

 

NET INCOME

 

$

19,804

 

 

 

$

18,406

 

 

 

$

56,702

 

 

 

$

50,546

 

INCOME PER SHARE - BASIC

 

$

0.20

 

 

 

$

0.18

 

 

 

$

0.57

 

 

 

$

0.50

 

INCOME PER SHARE - DILUTED

 

$

0.20

 

 

 

$

0.18

 

 

 

$

0.57

 

 

 

$

0.50

 

Weighted average shares outstanding - basic

 

 

99,233

 

 

 

 

99.912

 

 

 

 

99,329

 

 

 

 

100,449

 

Weighted average shares outstanding - diluted

 

 

100,096

 

 

 

 

100,977

 

 

 

 

100,223

 

 

 

 

101,530

 

 

 

12

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

NOTE 4. DEBT   

 

On March 28, 2008, the Company entered into a Revolving Credit Agreement with SunTrust Bank and Bank of America, N.A. for an unsecured line of credit of up to $175 million, which includes a $75 million letter of credit subfacility, and a $10 million swingline subfacility. As of September 30, 2008, borrowings of $37.5 million were outstanding under the line of credit and $4.0 million under the swingline subfacility. The Company maintains approximately $34.4 million in letters of credit, which reduces its borrowing capacity under the credit facility. These letters of credit are required by the Company’s fronting insurance companies and/or certain states, due to the Company’s self-insured status, to secure various workers’ compensation and casualty insurance contracts, although the Company believes that it has adequate liquid assets, funding sources and insurance accruals to accommodate such claims. The Revolving Credit Agreement is guaranteed by certain of Rollins’ domestic subsidiaries. The maturity date of all revolving loans under the Credit Agreement is March 27, 2013. Revolving loans under the Revolving Credit Agreement bear interest at one of the following two rates, at the Company’s election:

 

 

the Base Rate, which is the greater of SunTrust Bank’s “prime rate” for the day of the borrowing and a fluctuating rate per annum equal to the Federal Funds Rate plus .50%; or

 

 

with respect to any Eurodollar borrowings, Adjusted LIBOR (which equals LIBOR as increased to account for the maximum reserve percentages established by the U.S. Federal Reserve) plus an additional amount which varies between .50% and .75%, based upon Rollins’ then-current debt-to-EBITDA ratio.

 

The Revolving Credit Agreement contains customary terms and conditions, including, without limitation, certain financial covenants including covenants restricting the Company’s ability to incur certain indebtedness or liens, or to merge or consolidate with or sell substantially all of its assets to another entity. Further, the Revolving Credit Agreement contains financial covenants restricting the Company’s ability to permit the ratio of the Company’s consolidated debt to EBITDA to exceed 2.5 to 1. The Company used $90.0 million of the available line of credit to fund the HomeTeam Pest Defense acquisition and, as of September 30, 2008, has repaid $48.5 million of the loan.

 

NOTE 5.

EARNINGS PER SHARE

In accordance with SFAS No. 128, Earnings Per Share (“EPS”), the Company presents basic EPS and diluted EPS. Basic EPS is computed on the basis of weighted-average shares outstanding. Diluted EPS is computed on the basis of weighted-average shares outstanding plus common stock options outstanding during the period, which, if exercised, would have a dilutive effect on EPS. The Company has no stock options outstanding with an anti-dilutive effect on its EPS. Prior period basic and diluted EPS has been restated for the stock split effective December 10, 2007. A reconciliation of the number of weighted-average shares used in computing basic and diluted EPS is as follows:

 

 

 

 

 

Three Months Ended

 

 

 

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

 

 

 

September 30,

 

(in thousands except per share data)

 

 

 

2008

 

 

 

2007

 

 

 

 

 

2008

 

 

 

2007

 

Basic and diluted earnings available to stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(numerator):

 

 

 

$

19,804

 

 

 

$

18,765

 

 

 

 

 

$

56,381

 

 

 

$

52,797

 

Shares (denominator):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding - Basic

 

 

 

 

99,233

 

 

 

 

99,912

 

 

 

 

 

 

99,329

 

 

 

 

100,449

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee Stock Options and Time Lapse Restricted Shares

 

 

 

 

863

 

 

 

 

1,065

 

 

 

 

 

 

894

 

 

 

 

1,081

 

Weighted-average shares outstanding – Diluted

 

 

 

 

100,096

 

 

 

 

100,977

 

 

 

 

 

 

100,223

 

 

 

 

101,530

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per common share

 

 

 

$

0.20

 

 

 

$

0.19

 

 

 

 

 

$

0.57

 

 

 

$

0.53

 

Diluted income per common share

 

 

 

$

0.20

 

 

 

$

0.19

 

 

 

 

 

$

0.56

 

 

 

$

0.52

 

 

 

13

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

During the third quarter ended September 30, 2008, the Company repurchased 51,400 shares of its common stock in the open market at a weighted-average price of $16.85 per share with a total of 550,175 shares repurchased year to date at a weighted-average of $16.47 per share. In total, 464,091 additional shares may be purchased under its share repurchase program. Rollins, Inc. has had a buyback program in place for a number of years and has routinely purchased shares when it felt the opportunity was desirable. The Board authorized the purchase of 4.0 million additional shares of the Company’s common stock at its quarterly meeting on April 26, 2005. This authorization enables the Company to continue the purchase of Rollins, Inc. common stock when appropriate, which is an important benefit, resulting from the Company’s strong cash flows. The stock buy-back program has no expiration date.

 

NOTE 6.

FAIR VALUE MEASUREMENT

The Company adopted SFAS 157, “Fair Value Measurements,” as amended by FSP FAS 157-2, “Effective Date of FASB Statement No. 157,” in the first quarter of 2008 for financial assets and liabilities. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about items measured at fair value. SFAS 157 does not require any new fair value measurements. It applies to accounting pronouncements that already require or permit fair value measures. As a result, the Company will not be required to recognize any new assets or liabilities at fair value. FSP 157-2 delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis.

SFAS 157 establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three broad levels as follows:

 

1.

Level 1 – Quoted market prices in active markets for identical assets or liabilities

 

2.

Level 2 – Inputs other than level 1 that are either directly or indirectly observable

 

3.

Level 3 – Unobservable inputs developed using the Company’s estimates and assumptions, which reflect those that market participants would use

 

Notes Receivable from Franchisees:

Transactions with franchises involve sales of customer contracts to establish new franchises in the United States and initial franchise fees and royalties in both the United States and International Franchises. The customer contracts and initial franchise fees are typically sold for a combination of cash and notes due over periods ranging up to 5 years.

 

Outstanding Loans:

The Company has a Revolving Credit Agreement with SunTrust Bank and Bank of America, N.A. for an unsecured line of credit of up to $175 million, which includes a $75 million letter of credit subfacility, and a $10 million swingline subfacility. As of September 30, 2008, borrowings of $37.5 million were outstanding under the line of credit and $4.0 million under the swingline subfacility.

The following table summarizes the valuation at fair value of financial instruments measured on the Company’s balance sheet as of September 30, 2008:

 

 

 

 

Fair value Measurements at

September 30, 2008 with

 

(dollars in thousands)

 

 

 

Level 1

 

 

 

Level 2

 

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes receivable from franchises

 

$

 

 

 

$

 

 

 

$

 

 

3,940

 

Total assets at fair value

 

$

 

 

 

$

 

 

 

$

 

 

3,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding loans

 

$

 

 

 

$

 

 

41,500

 

$

 

 

 

Total liabilities at fair value

 

$

 

 

 

$

 

 

41,500

 

$

 

 

 

 

 

14

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

 

Carrying Amount of Total Asset

 

(dollars in thousands)

 

 

 

 

 

Asset

 

 

 

 

 

 

 

 

 

 

 

New

 

 

 

Total

 

 

 

 

 

Balance

 

 

 

 

 

 

 

Change in

 

 

 

Loans &

 

 

 

Carrying

 

Year

 

 

 

01/01/08

 

 

 

Payments

 

 

 

Estimate

 

 

 

Interest

 

 

 

Amount

 

2008

 

 

 

4,006

 

$

 

 

2,433

 

 

 

 

 

 

2,367

 

$

 

 

3,940

 

 

The Company measures the fair value of its notes receivable from franchisees based on the Company’s historical experiences collecting from franchisees and current terms offered for similar notes.

 

NOTE 7.

CONTINGENCIES

Orkin, one of the Company’s subsidiaries, is a named defendant in Mark and Christine Butland et al. v. Orkin Exterminating Company, Inc., et al. pending in the Circuit Court of Hillsborough County, Tampa, Florida. The plaintiffs filed suit in March of 1999 and are seeking monetary damages and injunctive relief. The Court ruled in early April 2002, certifying the class action lawsuit against Orkin. Orkin appealed this ruling to the Florida Second District Court of Appeals, which remanded the case back to the trial court for further findings. In December 2004 the Court issued a new ruling certifying the class action. Orkin appealed this new ruling to the Florida Second District Court of Appeals. In June 2006, the Florida Second District Court of Appeals issued a ruling denying certification of the class.  Following the Plaintiffs’ motion for rehearing, the court upheld its prior decision that class certification was improper but also ruled that the Plaintiffs can return to the trial court and attempt to certify a narrower class. On October 6, 2008, the trial court held a hearing on Plaintiffs’ motion to certify a narrower class; the court has not yet ruled on Plaintiffs’ motion. Orkin believes this case to be without merit and intends to defend itself vigorously through trial, if necessary. At this time, the final outcome of the litigation cannot be determined. The Company does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position; however, it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual quarter.

Additionally, in the normal course of business, Orkin is a defendant in a number of lawsuits or arbitrations, which allege that plaintiffs have been damaged as a result of the rendering of services by Orkin. Orkin is actively contesting these actions. Some lawsuits have been filed (John Maciel v. Orkin, Inc., et al.; Ronald and Ileana Krzyzanowsky et al. v. Orkin Exterminating Company, Inc. and Rollins, Inc.; Adam Stauber v. Rollins, Inc. et al.; and Roy Sheppard et al. v. Orkin Exterminating Company, Inc. and Rollins, Inc.) in which the plaintiffs are seeking certification of a class. The cases originate in California and Arkansas, respectively. The Maciel lawsuit, a wage and hour related matter, was filed in the Superior Court of Los Angeles County, California and has not been scheduled for a class certification hearing. The Krzyzanowsky lawsuit, a termite service related matter, was filed in the United States District Court for the Northern District of California and has not been scheduled for a class certification hearing. The Stauber lawsuit, a Fair Debt Collection Practices Act related matter, filed in the United States District Court for the Central District of California has been resolved on an individual basis with the Plaintiff dismissing his case including his class action allegations. The Sheppard lawsuit, a termite related matter, was filed in the United States District Court for the Eastern District of Arkansas and a date has not been scheduled for a hearing on class certification. The Company believes these matters to be without merit and intends to vigorously contest certification and defend itself through trial or arbitration, if necessary. The Company does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position; however, it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual quarter.

Orkin is involved in certain environmental matters primarily arising in the normal course of business. In the opinion of management, the Company’s liability under any of these matters would not materially affect its financial condition or results of operations.  Consistent with the Company’s responsibilities under these regulations, the Company undertakes environmental assessments and remediation of hazardous substances from time to time as the Company determines its responsibilities for these purposes.  As these situations arise, the Company accrues management’s best estimate of future costs for these activities.  Based on management’s current estimates of these costs, management does not believe these costs are material to the Company’s financial condition or operating results or liquidity.

 

15

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

NOTE 8.    STOCKHOLDERS’ EQUITY

 

During the third quarter ended September 30, 2008, the Company repurchased 51,400 shares of its $1 par value common stock in the open market at a weighted average price of $16.85 per share and the Company repurchased 550,175 shares in the open market during the nine months ended September 30, 2008 at a weighted average of $16.47 per share. In addition, during the third quarter ended September 30, 2008, approximately 70,000 shares of common stock were issued upon exercise of stock options by employees. For the nine months ended September 30, 2008, approximately 264,000 shares of common stock were issued upon exercise of stock options by employees.

Stock options, time lapse restricted shares (TLRS’s) and restricted stock units have been issued to officers and other management employees under the Company’s Employee Stock Incentive Plans.  The stock options generally vest over a five-year period and expire ten years from the issuance date. 

TLRS’s provide for the issuance of a share of the Company’s Common Stock at no cost to the holder and generally vest after a certain stipulated number of years from the grant date, depending on the terms of the issue. TLRS’s vest in 20 percent increments starting with the second anniversary of the grant, over six years from the date of grant.  During these years, grantees receive all dividends declared and retain voting rights for the granted shares.  The agreements under which the restricted stock is issued provide that shares awarded may not be sold or otherwise transferred until restrictions established under the plans have lapsed. The Company also issues restricted stock units to non-U.S. residents. These awards are similar to TLRS’s except that the recipient does not receive voting rights or dividends on the unvested units.

The Company issues new shares from its authorized but unissued share pool. At September 30, 2008, approximately 4.8 million shares of the Company’s common stock were reserved for issuance.

Effective January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”), which requires the Company to measure the cost of employee services received in exchange for all equity awards granted including stock options and TLRS’s based on the fair market value of the award as of the grant date. SFAS 123R supersedes Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” and Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). The Company has adopted SFAS 123R using the modified prospective application method of adoption, which requires the Company to record compensation cost, related to unvested stock awards as of December 31, 2005 by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards with no change in historical reported earnings. Awards granted after December 31, 2005 are valued at fair value in accordance with provisions of SFAS 123R and recognized on a straight-line basis over the service periods of each award. The Company estimated forfeiture rates for the third quarter ended September 30, 2008 based on its historical experience.

 

In order to estimate the fair value of stock options, the Company used the Black-Scholes option valuation model, which was developed for use in estimating the fair value of publicly traded options, which have no vesting restrictions and are fully transferable. Option valuation models require the input of highly subjective assumptions and these assumptions can vary over time.

 

All outstanding options have been fully amortized at September 30, 2008 for SFAS 123R purposes. The Company did not grant any stock options in any years following 2003; therefore no Black-Scholes calculation was necessary.

 

16

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

The following table summarizes the components of the Company’s stock-based compensation programs recorded as expense ($ in thousands):

 

 

 

 

 

 

Three Months Ended

 

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

 

September 30,

 

 

 

 

 

2008

 

 

 

2007

 

 

 

2008

 

 

 

2007

 

Time lapse restricted stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax compensation expense

 

 

 

$

1,145

 

 

 

$

722

 

 

 

$

3,248

 

 

 

$

2,120

 

Tax benefit

 

 

 

 

(431

)

 

 

 

(282

)

 

 

 

(1,254

)

 

 

 

(827

)

Restricted stock expense, net of tax

 

 

 

$

714

 

 

 

$

440

 

 

 

$

1,994

 

 

 

$

1,293

 

Stock options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax compensation expense

 

 

 

$

 

 

 

$

87

 

 

 

 

 

 

 

$

261

 

Tax benefit

 

 

 

 

 

 

 

 

(34

)

 

 

 

 

 

 

 

(102

)

Stock option expense, net of tax

 

 

 

$

 

 

 

$

53

 

 

 

 

 

 

 

$

159

 

Total share-based compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-tax compensation expense

 

 

 

$

1,145

 

 

 

$

809

 

 

 

$

3,248

 

 

 

$

2,381

 

Tax benefit

 

 

 

 

(431

)

 

 

 

(316

)

 

 

 

(1,254

)

 

 

 

(929

)

Total share-based compensation expense, net of tax

 

 

 

$

714

 

 

 

$

493

 

 

 

$

1,994

 

 

 

$

1,452

 

 

As of September 30, 2008, the total unrecognized compensation cost related to time-lapse restricted shares was $19.3 million and the weighted average period for TLRS’s to be recognized over is expected to be approximately 5.4 years.

Options activity outstanding under the Company’s stock option plan as of September 30, 2008 and changes during the nine months ended September 30, 2008, were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remaining

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

Contractual Term

 

 

 

Aggregate

 

(in thousands except per share data)

 

 

 

Shares

 

 

 

Exercise Price

 

 

 

(in years)

 

 

 

Intrinsic Value

 

Outstanding at December 31, 2007

 

 

 

990

 

 

 

$

6.75

 

 

 

3.8

 

 

 

$

12,328

 

Exercised

 

 

 

(264

)

 

 

 

6.20

 

 

 

N/A

 

 

 

 

 

 

Forfeited

 

 

 

(7

)

 

 

 

5.83

 

 

 

N/A

 

 

 

 

 

 

Outstanding at September 30,2008

 

 

 

719

 

 

 

 

6.95

 

 

 

3.8

 

 

 

 

8,645

 

Exercisable at September 30, 2008

 

 

 

719

 

 

 

$

6.95

 

 

 

3.8

 

 

 

$

8,645

 

 

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the third quarter ended September 30, 2008 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on September 30, 2008. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.

The aggregate intrinsic value of options exercised during the nine months ended September 30, 2008 and September 30, 2007 was $3.0 million and $14.6 million, respectively. Exercise of options for the nine months ended September 30, 2008 and 2007 resulted in cash receipts of $0.3 million and $1.4 million, respectively. The Company did not recognize a tax benefit during the quarter ended September 30, 2008 while recognizing a tax benefit of approximately $65,000 for the year related to the exercise of employee stock options, which has been recorded as an increase to additional paid-in capital.

 

17

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

The following table summarizes information on unvested restricted stock outstanding as of September 30, 2008:

 

 

 

 

 

 

 

 

 

 

Weighted-Average

 

 

 

 

 

Number of

 

 

 

Grant-Date

 

(in thousands except per share data)

 

 

 

Shares

 

 

 

Fair Value

 

Unvested Restricted Stock Units at December 31, 2007

 

 

 

1,203

 

 

 

$

13.02

 

Forfeited

 

 

 

(14

)

 

 

 

13.08

 

Vested

 

 

 

(209

)

 

 

 

12.34

 

Granted

 

 

 

668

 

 

 

 

16.96

 

Unvested Restricted Stock Units at September 30, 2008

 

 

 

1,648

 

 

 

$

14.71

 

 

NOTE 9.

ACCUMULATED OTHER COMPREHENSIVE LOSS

 

Accumulated other comprehensive loss consists of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

Foreign

 

 

 

 

 

 

 

 

 

Pension

 

 

 

Currency

 

 

 

 

 

 

 

 

 

Liability

 

 

 

Translation

 

 

 

Total

 

Balance at December 31, 2007

 

 

 

$

(9,790

)

 

 

$

5,740

 

 

 

$

(4,050)

 

Change during 2008:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Before-tax amount

 

 

 

 

 

 

 

 

(2,054

)

 

 

 

(2,054

)

Tax benefit

 

 

 

 

 

 

 

 

584

 

 

 

 

584

 

 

 

 

 

 

 

 

 

 

(1,470

)

 

 

 

(1,470

)

Balance at September 30, 2008

 

 

 

$

(9,790

)

 

 

$

4,270

 

 

 

$

(5,520

)

 

 

NOTE 10.

ACCRUAL FOR TERMITE CONTRACTS

 

In accordance with SFAS No. 5, “Accounting for Contingencies,” the Company maintains an accrual for termite claims representing the estimated costs of reapplications, repairs and associated labor and chemicals, settlements, awards and other costs relative to termite control services. Factors that may impact future cost include termiticide life expectancy and government regulation.

 

A reconciliation of the beginning and ending balances of the accrual for termite contracts is as follows:

 

 

 

 

 

 

September 30,

 

 

 

December 31,

 

(in thousands)

 

 

 

2008

 

 

 

2007

 

 

Beginning balance

 

 

 

$

18,000

 

 

 

$

20,201

 

 

Current year provision

 

 

 

 

990

 

 

 

 

10,169

 

 

Settlements, claims and expenditures

 

 

 

 

(4,730

)

 

 

 

(12,370

)

 

Ending balance

 

 

 

$

14,260

 

 

 

$

18,000

 

 

 

18

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

NOTE 11.PENSION AND POST RETIREMENT BENEFIT PLANS

 

The following represents the net periodic pension benefit costs and related components in accordance with SFAS 132(R), “Employers’ Disclosures about Pensions and Other Postretirement Benefits”:

 

 

Components of Net Pension Benefit Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

Nine Months Ended

 

 

 

 

 

September 30,

 

 

 

September 30,

 

(in thousands)

 

 

 

2008

 

 

 

2007

 

 

 

2008

 

 

 

2007

 

Interest cost

 

 

 

$

2,270

 

 

 

$

2,075

 

 

 

$

6,810

 

 

 

$

6,225

 

Expected return on plan assets

 

 

 

 

(3,086

)

 

 

 

(2,812

)

 

 

 

(9,258

)

 

 

 

(8,436

)

Amortization of net loss

 

 

 

 

271

 

 

 

 

781

 

 

 

 

813

 

 

 

 

2,343

 

Net periodic benefit cost (Gain)

 

 

 

$

(545

)

 

 

$

44

 

 

 

$

(1,635

)

 

 

$

132

 

 

 

During the nine months ended September 30, 2008, the Company did not make a contribution to its defined benefit plan. The Company is currently evaluating the defined benefit plan and has not determined if there will be a payment during the fiscal year ending December 31, 2008.

 

NOTE 12.

PERIODIC INCOME TAX RATE

The Company determines its periodic income tax expense based upon the current period income and the annual estimated tax rate for the Company, adjusted for any change to prior year estimates. The estimated tax rate is revised, if necessary, as of the end of each successive interim period during the fiscal year to the Company’s current annual estimated tax rate.

 

19

 

 


ROLLINS, INC. AND SUBSIDIARIES

 

 

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

 

OPERATIONS

 

Overview

For the third quarter ended September 30, 2008, the Company’s revenues increased to $277.9 million, an increase of $39.8 million or 16.7%, with increases in all areas including the $33.5 million or 12.1% of the Company’s increase in third quarter revenues supplied by the HomeTeam acquisition as well as an increase in commercial sales. For the nine months ended September 30, 2008, revenues increased to $772.5 million, an increase of $93.5 million or 13.8%. The increase is due to the Company’s efforts to increase the commercial sales business, which made up over 41% of the Company’s revenues for the nine month period, an increase in the number of sales, better customer retention and the acquisition of HomeTeam, which contributed revenues of $67.2 million or 8.7% of the Company’s nine month period increase. The Company’s foreign operations accounted for approximately 8% of total revenues during the third quarter and first nine months of 2008 and 2007.

The Company’s commercial pest control business has benefited through collaboration with many outstanding government agencies, universities and non profit organizations across the country that advance good health and the well-being of the public. Groups such as the CDC, RISE or the American Society for Healthcare Environmental Services, (ASHES), have been good partners. Rollins is building meaningful relationships while building its business. The Company’s objective is to create pest management awareness and to position Orkin as a trusted leader and a knowledgeable partner.

This September the Company participated in ASHES Annual Conference in San Antonio, Texas where Orkin had an opportunity to demonstrate its collaborative interactive handbook.  This further strengthened Orkin’s partnership with ASHES and while enhancing the Company’s relationships with healthcare professionals around the country. The Company has already obtained pest control customers through this conference.

Excluding the revenue contribution of HomeTeam, revenue increased 2.6% in the quarter and 3.9% in the nine month period as set forth below:

 

 

Reconciliation

 

Rollins, Inc. Revenues Excluding HomeTeam Pest Defense