FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1996. Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 [ ] For the transition period from _____ to _____ Commission file number 1-4422 ____________________________ ROLLINS, INC. Incorporated I.R.S. Employer in Identification Number Delaware 51-0068479 2170 Piedmont Road, N.E., Atlanta, Georgia 30324 Telephone Number -- (404) 888-2000 ____________________________ 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 [ ] At March 31, 1996, there were 35,880,472 shares of Common Stock $1 Par Value, outstanding. ROLLINS, INC. AND SUBSIDIARIES INDEX Page No. Part I Financial Information Statements of Financial Position - March 31, 1996 and December 31, 1995 1 Statements of Income and Earnings Retained - Three months ended March 31, 1996 and 1995 2 Statements of Cash Flows - Three months ended March 31, 1996 and 1995 3 Notes to Financial Statements 4 Management's Discussion and Analysis of Financial Condition and Results of Operations 5-8 Part II Other Information 9 ROLLINS, INC. AND SUBSIDIARIES PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS STATEMENTS OF FINANCIAL POSITION (In thousands except share data) (Unaudited)
March 31, December 31, 1996 1995 ASSETS Cash and Short-Term Investments $ 37,328 $ 33,623 Marketable Securities 73,921 65,743 Trade Receivables, Net 86,478 88,542 Materials and Supplies 17,350 13,924 Deferred Income Taxes 7,872 7,447 Other Current Assets 9,780 13,486 Current Assets 232,729 222,765 Equipment and Property, Net 39,274 37,799 Intangible Assets 41,994 42,013 Other Assets 15,040 12,348 Total Assets $ 329,037 $ 314,925 LIABILITIES Capital Lease Obligation $ 1,576 $ 1,314 Accounts Payable 17,271 13,334 Accrued Insurance Expenses 15,179 14,314 Accrued Payroll 12,783 12,028 Unearned Revenue 17,069 14,695 Other Expenses 16,958 15,324 Current Liabilities 80,836 71,009 Capital Lease Obligation 7,160 7,422 Long-Term Accrued Liabilities 19,913 15,936 Deferred Income Taxes 5,539 6,240 Total Liabilities 113,448 100,607 Commitments and Contingencies STOCKHOLDERS' EQUITY Common Stock, par value $1 per share; authorized 99,500,000 shares; 41,431,814 shares issued 41,432 41,432 Earnings Retained 225,082 224,009 266,514 265,441 Less--Common Stock In Treasury, At Cost, 5,551,342 in 1996 ; 5,573,589 shares in 50,925 51,123 1995 Total Stockholders' Equity 215,589 214,318 Total Liabilities and Stockholders' Equity $ 329,037 $ 314,925 The accompanying notes are an integral part of these statements.
1 of 10 ROLLINS, INC. AND SUBSIDIARIES STATEMENTS OF INCOME AND EARNINGS RETAINED (In thousands except share data) (Unaudited)
Three Months Ended March 31, 1996 1995 REVENUES Customer Services $ 142,502 $ 142,654 COSTS AND EXPENSES Cost of Services Provided 79,374 73,238 Depreciation and Amortization 1,821 1,839 Sales, General and Administrative Expenses 52,299 55,932 Interest Income (1,294) (946) 132,200 130,063 INCOME BEFORE INCOME TAXES 10,302 12,591 PROVISION (CREDIT) FOR INCOME TAXES Current 5,183 5,340 Deferred (1,268) (556) 3,915 4,784 NET INCOME 6,387 7,807 EARNINGS RETAINED Balance at Beginning of Period 224,009 203,582 Cash Dividends (5,202) (5,018) Other (112) 583 BALANCE AT END OF PERIOD $ 225,082 $ 206,954 EARNINGS PER SHARE $ 0.18 $ 0.22 WEIGHTED AVERAGE SHARES OUTSTANDING 35,873,150 35,837,688 The accompanying notes are an integral part of these statements.
2 of 10 ROLLINS, INC. AND SUBSIDIARIES STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Three Months Ended March 31, 1996 1995 OPERATING ACTIVITIES Net Income $ 6,387 $ 7,807 Noncash Charges (Credits) to Earnings: Depreciation and Amortization 1,821 1,839 Deferred Income Taxes (1,268) (556) Other, Net 1,062 1,341 (Increase) Decrease in Assets: Trade Receivables 2,144 1,308 Materials and Supplies (3,383) (1,483) Other Current Assets 3,574 (152) Other Non-Current Assets 264 (207) Increase (Decrease) in Liabilities: Accounts Payable and Accrued Expenses 7,109 10,777 Unearned Revenue 2,207 535 Long-Term Accrued Liabilities 3,977 3,326 Non-Current Deferred Income Taxes 133 (200) Net Cash Provided by Operating Activities 24,027 24,335 INVESTING ACTIVITIES Purchases of Equipment and Property (3,277) (2,855) Net Cash Used for Acquisition of Companies (3,657) (324) Marketable Securities, Net (8,557) (541) Proceeds from Sales of Equipment and Property 39 119 Net Cash Used in Investing Activities (15,452) (3,601) FINANCING ACTIVITIES Dividends Paid (5,202) (5,018) Treasury Stock Issued to Benefit Plans 332 421 Net Cash Used in Financing Activities (4,870) (4,597) Net Increase (Decrease) in Cash and Short-Term Investments 3,705 16,137 Cash and Short-Term Investments at Beginning of Period 33,623 31,917 Cash and Short-Term Investments at End of Period $ 37,328 $ 48,054 The accompanying notes are an integral part of these statements.
3 of 10 ROLLINS, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1.BASIS OF PREPARATION The consolidated financial statements included herein have been prepared by the Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Registrant's annual report on Form 10-K for the year ended December 31, 1995. In the opinion of management, the consolidated financial statements included herein contain all normal recurring adjustments necessary to present fairly the financial position of the Registrant as of March 31, 1996 and December 31, 1995, and the results of operations and cash flows for the three months ended March 31, 1996 and 1995. NOTE 2.PROVISION FOR INCOME TAXES The book provision for income taxes includes the liability for state income taxes, net of the federal income tax benefit. The deferred provision for income taxes arises from the changes during the year in the company's net deferred tax asset or liability. NOTE 3.EARNINGS PER SHARE Earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the respective periods. 4 of 10 ROLLINS, INC. AND SUBSIDIARIES PART I. ITEM 2. FINANCIAL INFORMATION MANAGEMENT 'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE FIRST QUARTER ENDED MARCH 31, 1996 RESULTS OF OPERATIONS SELECTED INDUSTRY SEGMENT DATA
Three Months Ended March 31, 1996 1995 (In thousands) REVENUES Orkin $ 124,433 $ 125,253 Rollins Protective 15,330 14,218 Other 2,739 3,183 $ 142,502 $ 142,654 OPERATING INCOME Orkin $ 11,297 $ 13,064 Rollins Protective 1,285 1,341 Other (67) 496 $ 12,515 $ 14,901
5 of 10 General Operating Comments The first quarter operating results were consistent with the Company's strategic plans to build on their dedication to customer service and investments for long-term growth. Investments in the core businesses include a renewed emphasis on recurring monthly pest control, increased focus on Commercial opportunities, and refined operational fundamentals in marketing, training, automation, and technology. The Rollins Customer Service Center (RCSC), our new telecenter, is now supporting all four service lines (pest control and termite, lawn care, plantscaping and protective services). We look forward to seeing a more substantial contribution from the RCSC in the second quarter and for the balance of 1996. Revenues for the first quarter ended March 31, 1996 decreased 0.1% or $0.2 million, to $142.5 million from the prior year period. Operating income decreased $2.4 million to $12.5 million for the quarter, while net income decreased 18.2% to $6.4 million. Earnings per share were 18 cents versus 22 cents for the first quarter 1995. For the quarter, the Orkin's operating income decreased 13.5% to $11.3 million on a 0.7% revenue decrease to $124.4 million. Operating margins were 9.1%, compared to 10.4% in the prior year. Rollins Protective Services' (RPS) operating income decreased 4.2% to $1.3 million on a revenue increase of $1.1 million or 7.8% to $15.3 million. RPS' operating margins were 8.4% compared to 9.4% last year, however better than the fourth quarter 1995 margin of 2.4%. Detail segment information follows. Orkin 1996 Versus 1995 Orkin realized an increase in pest control revenue and customer base, supporting the strategic decision to continue emphasizing recurring monthly pest control. However, due to the severe, extended winter weather, the pest control revenue increase is offset by a decrease in termite revenue. Assuming more typical weather conditions this Spring, Orkin expects to realize termite revenue increases in the second quarter. The decrease in operating income was the result of the revenue shortfall, investments in sales and service staffing, and business development activities. The Orkin business development group has been active the first quarter with the opening of eight new locations, two acquisitions, including a growing presence in the Canadian market; and an expansion of the Agribusiness program's product and service offering. In addition, the level of interest and expansion potential of the new franchise program continues to gain momentum, with four new operations starting this quarter. 6 of 10 Rollins Protective Services (RPS) 1996 Versus 1995 The RPS investments in new, dedicated commercial branches and the acquisitions during the last twelve months are starting to make postive contributions, with the resulting revenue increase. The operating margin deterioration in the first quarter was primarily the result of the company-wide launch of our new System VII security system. RPS expanded its market penetration in the New England states through the first quarter acquisition of one of that area's largest security firms. RPS will continue to focus on the System VII product sales, Commercial sales and service initiatives, and cross-marketing efficiencies from the National Customer Support Center. Other 1996 Versus 1995 Other businesses revenue and operating income decreased for the quarter due to revisions of the Company's credit and internal operating policies within the consumer finance area, Rollins Acceptance Company (RAC). The volume of Company financed sales is lower than last year, as the revised policies redirected marketing efforts toward stronger customer demographics inconjunction with a lower termite demand. The expanded physical facility, increased collector headcount, and new computers and phone dialing equipment caused margin deterioration, however these investments have better positioned RAC to more effectively manage the receivables portfolio and function as a marketing support operation. FINANCIAL CONDITION
March 31, December 31, 1996 1995 (In thousands) Cash and Short-Term Investments $ 37,328 $ 33,623 Marketable Securities 73,921 65,743 $ 111,249 $ 99,366 Working Capital $ 151,893 $ 151,756 Current Ratio 2.9 3.1 Cash Provided By Operations$ 46,602 $ 46,910 (Twelve Months Ended)
7 of 10 Rollins, Inc.'s financial position remained solid. The Company's operations have historically provided a strong positive cash flow which represents the Company's principal source of funds. Management believes that this liquidity, along with expected cash from operations, will support the Company's continued growth, capital expenditures, cash dividends, and expansion plans. Interest income increased 36.8% due to the increase in average funds invested in short-term investments and marketable securities, coupled with the increase in the average rate of return. Net trade receivables decreased $2.1 million or 2.3% at March 31, 1996 compared with December 31, 1995. Trade receivables include installment receivables which are due subsequent to one year from the balance sheet date. These amounts were approximately $22.8 million and $26.2 million at March 31, 1996 and December 31, 1995, respectively. In the first quarter, the Company invested $6.9 million in capital expenditures and acquisitions. Also, $5.2 million was paid out in cash dividends. The Company maintains a $40.0 million unused line of credit. This source of funds has not been used, but is available for future acquisitions and growth, if needed. 8 of 10 ROLLINS, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION ITEM 1.LEGAL PROCEEDINGS None ITEM 2.CHANGES IN SECURITIES None ITEM 3.DEFAULTS UPON SENIOR SECURITIES None ITEM 4.SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS The Annual Stockholder's Meeting was held on April 23, 1996. The stockholders elected R. Randall Rollins, Henry B. Tippie, and James B. Williams as Class I Directors for the three year term expiring in 1999. ITEM 5.OTHER INFORMATION None ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K None 9 of 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: May 13, 1996 Rollins, Inc. (Registrant) Gary W. Rollins Gary W. Rollins President and Chief Operating Officer (Member of the Board of Directors) Gene L. Smith Gene L. Smith Chief Financial Officer Secretary and Treasurer (Principal Financial and Accounting Officer) 10 of 10