UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999 OR [ ] 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. (Exact name of registrant as specified in its charter) Delaware 51-0068479 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 [ ] Rollins, Inc. had 30,075,542 shares of its $1 Par Value Common Stock outstanding as of October 29, 1999. ROLLINS, INC. AND SUBSIDIARIES INDEX PART I FINANCIAL INFORMATION Page No. Item 1. Financial Statements. Consolidated Statements of Financial Position as of September 30, 1999 and December 31, 1998 ........ 2 Consolidated Statements of Income and Earnings Retained for the Three and Nine Months Ended September 30, 1999 and 1998 ........................ 3 Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1999 and 1998 ........... 4 Notes to Consolidated Financial Statements ......... 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................. 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk......................................... 9 PART II OTHER INFORMATION Item 1. Legal Proceedings................................... 10 Item 6. Exhibits and Reports on Form 8-K.................... 10 SIGNATURES .............................................................. 11 PART I -- FINANCIAL INFORMATION Item 1. Financial Statements. ROLLINS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (In thousands except share data)
(Unaudited) September 30, December 31, 1999 1998 ------------- ------------- ASSETS Cash and Short-Term Investments .................... $ 3,950 $ 1,244 Marketable Securities .............................. 66,006 110,229 Trade Receivables, Net ............................. 45,604 42,353 Materials and Supplies ............................. 12,460 13,335 Deferred Income Taxes .............................. 18,281 20,083 Other Current Assets ............................... 17,251 11,864 ------------- ------------- Current Assets .................................. 163,552 199,108 Equipment and Property, Net ........................ 41,439 35,466 Intangible Assets .................................. 55,849 40,602 Deferred Income Taxes .............................. 40,788 44,369 Other Assets ....................................... 19,601 7,720 ------------- ------------- Total Assets .................................... $ 321,229 $ 327,265 ============= ============= LIABILITIES Capital Lease Obligations .......................... $ 3,697 $ 3,419 Accounts Payable ................................... 15,777 10,890 Accrued Insurance .................................. 9,611 18,348 Accrued Payroll .................................... 21,451 18,400 Unearned Revenue ................................... 19,821 15,210 Other Expenses ..................................... 49,522 48,826 ------------- ------------- Current Liabilities.............................. 119,879 115,093 Capital Lease Obligations .......................... 3,588 6,090 Accrued Insurance .................................. 44,924 38,975 Accrual for Termite Contracts ...................... 49,763 66,350 Long-Term Accrued Liabilities ...................... 23,504 20,522 ------------- ------------- Total Liabilities ............................... 241,658 247,030 ------------- ------------- Commitments and Contingencies STOCKHOLDERS' EQUITY Common Stock, par value $1 per share; 99,500,000 shares authorized; 30,158,896 and 30,488,741 shares issued at September 30, 1999 and December 31, 1998, respectively.................. 30,159 30,489 Earnings Retained .................................. 49,412 49,746 ------------- ------------- Total Stockholders' Equity ...................... 79,571 80,235 ------------- ------------- Total Liabilities and Stockholders' Equity....... $ 321,229 $ 327,265 ============= ============= The accompanying notes are an integral part of these consolidated financial statements.
2 ROLLINS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND EARNINGS RETAINED (In thousands except share and per share data) (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, -------------------------- -------------------------- 1999 1998 1999 1998 ----------- ----------- ----------- ---------- REVENUES Customer Services ..................... $ 154,102 $ 144,493 $ 446,330 $ 422,508 ----------- ----------- ----------- ---------- COSTS AND EXPENSES Cost of Services Provided ............. 89,206 85,430 255,742 249,036 Depreciation and Amortization ......... 3,384 2,872 9,562 8,371 Sales, General and Administrative ..... 60,124 57,017 168,766 162,670 Interest Income ....................... (923) (2,246) (3,098) (7,293) ----------- ----------- ----------- ---------- 151,791 143,073 430,972 412,784 ----------- ----------- ----------- ---------- INCOME BEFORE INCOME TAXES .................... 2,311 1,420 15,358 9,724 ----------- ----------- ----------- ---------- PROVISION (BENEFIT) FOR INCOME TAXES Current ............................... (801) 219 799 (1,086) Deferred .............................. 1,680 321 5,037 4,781 ----------- ----------- ----------- ---------- 879 540 5,836 3,695 ----------- ----------- ----------- ---------- NET INCOME .................................... $ 1,432 $ 880 $ 9,522 $ 6,029 =========== =========== =========== ========== EARNINGS RETAINED Balance at Beginning of Period ....... 52,588 94,728 49,746 112,365 Cash Dividends ....................... (1,518) (4,583) (4,572) (14,540) Common Stock Purchased and Retired ... (4,485) (40,553) (7,141) (53,429) Other ................................ 1,395 699 1,857 746 ----------- ----------- ----------- ---------- BALANCE AT END OF PERIOD ...................... $ 49,412 $ 51,171 $ 49,412 $ 51,171 =========== =========== =========== ========== EARNINGS PER SHARE - BASIC AND DILUTED ........ $ 0.05 $ 0.03 $ 0.31 $ 0.19 =========== =========== =========== ========== WEIGHTED SHARES OUTSTANDING - BASIC ........... 30,287,947 31,065,305 30,429,842 32,463,179 WEIGHTED SHARES OUTSTANDING - DILUTED ......... 30,295,492 31,087,924 30,437,641 32,486,127 The accompanying notes are an integral part of these consolidated financial statements.
3 ROLLINS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Nine Months Ended September 30, ------------------------------- 1999 1998 ------------ ------------ OPERATING ACTIVITIES Net Income ....................................... $ 9,522 $ 6,029 Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities: Depreciation and Amortization .............. 9,562 8,371 Provision for Deferred Income Taxes ........ 5,037 4,781 Other, Net ................................. 1,297 788 (Increase) Decrease in Assets: Trade Receivables ............................. (126) 4,040 Materials and Supplies ........................ 1,173 983 Other Current Assets .......................... (1,867) 1,341 Other Non-Current Assets ...................... (299) (343) Increase (Decrease) in Liabilities: Accounts Payable and Accrued Expenses ......... 1,809 (4,519) Unearned Revenue .............................. 4,517 1,550 Accrued Insurance ............................. (2,788) 1,189 Accrual for Termite Contracts ................. (16,587) (22,945) Long-Term Accrued Liabilities ................. 2,982 (5,604) ------------ ------------ Net Cash Provided by (Used in) Operating Activities .................................... 14,232 (4,339) ------------ ------------ INVESTING ACTIVITIES Purchases of Equipment and Property .............. (12,483) (8,090) Net Cash Used for Acquisition of Companies ....... (28,527) (924) Marketable Securities, Net ....................... 43,519 (34,189) ------------ ------------ Net Cash Provided by (Used in) Investing Activities .................................... 2,509 (43,203) ------------ ------------ FINANCING ACTIVITIES Dividends Paid ................................... (4,572) (14,540) Common Stock Purchased and Retired ............... (7,587) (56,195) Payments on Capital Leases ....................... (2,224) (2,372) Other ............................................ 348 104 ------------ ------------ Net Cash Used in Financing Activities ............ (14,035) (73,003) ------------ ------------ Net Increase (Decrease) in Cash and Short-Term Investments ................................... 2,706 (120,545) Cash and Short-Term Investments at Beginning of Period ..................................... 1,244 125,842 ------------ ------------ Cash and Short-Investments at End of Period ...... $ 3,950 $ 5,297 ============ ============ The accompanying notes are an integral part of these consolidated financial statements.
4 ROLLINS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. BASIS OF PREPARATION The consolidated financial statements included herein have been prepared by the Company, 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 Company's annual report on Form 10-K for the year ended December 31, 1998. 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 Company as of September 30, 1999 and December 31, 1998, and the results of operations for the three and nine months ended September 30, 1999 and 1998 and cash flows for the nine months ended September 30, 1999 and 1998. Operating results for the three and nine months ended September 30, 1999 are not necessarily indicative of the results that may be expected for the year ended December 31, 1999. In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130 (SFAS 130), "Reporting Comprehensive Income," effective for fiscal years beginning after December 15, 1997. For the nine months ended September 30, 1999 and 1998, comprehensive income is not materially different from net income and, as a result, the impact of SFAS 130 is not reflected in the Company's consolidated financial statements included herein. Certain amounts for prior periods have been reclassified to conform with the current period consolidated financial statement presentation. Such reclassifications had no effect on previously reported net income. 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 Pursuant to the provisions of Statement of Financial Accounting Standards No. 128, "Earnings Per Share," the number of weighted average shares used in computing basic and diluted earnings per share (EPS) are as follows (in thousands):
Third Quarter Ended Nine Months Ended September 30 September 30 ----------------------------- ------------------------------ 1999 1998 1999 1998 ------------- -------------- -------------- -------------- Basic EPS .......... 30,288 31,065 30,430 32,463 Effect of Dilutive Stock Options ...... 7 23 8 23 ------------- -------------- -------------- -------------- Diluted EPS ........ 30,295 31,088 30,438 32,486 ============= ============== ============== ==============
5 NOTE 4. ACQUISITION AND JOINT VENTURE On April 30, 1999, the Company and SC Johnson Professional entered into a joint venture, Acurid Retail Services, L.L.C. (Acurid Retail), created to provide pest elimination services to customers in the retail market and jointly contributed existing customers to the joint venture. The Company owns 50% of the joint venture. In addition, on April 30, 1999, the Company's wholly-owned subsidiary, Orkin Exterminating Company, Inc. (Orkin), acquired the remaining pest elimination business operations of PRISM, a subsidiary of SC Johnson Professional for approximately twenty-four million dollars. The acquisition was accounted for as a purchase and resulted in excess costs over net assets acquired of approximately sixteen million dollars which are being amortized over a life of twenty years using the straight-line method. NOTE 5. LEGAL PROCEEDINGS The Company is aggressively defending a lawsuit filed in Dothan, Alabama, in which the plaintiffs seek compensatory damages for alleged breach of contract arising out of alleged missed or inadequate reinspections. The attorneys for the plaintiffs contend that the case is suitable for a class action and the court has ruled that the plaintiffs would be permitted to pursue a class action lawsuit against Orkin. The Company believes this case to be without merit and intends to defend itself vigorously at trial. At this time, the final outcome of the litigation cannot be determined. However, it is the opinion of management that the ultimate resolution of this action will not have a material adverse effect on the Company's financial position, results of operations, or liquidity. The Company is involved in other litigation matters incidental to its business. With respect to such other suits, management does not believe the litigation in which it is involved will have a material effect upon its results of operations or financial condition. NOTE 6. SUBSEQUENT EVENTS On October 29, 1999, the Company's wholly-owned subsidiary, Orkin Exterminating Company, Inc. (Orkin), acquired PCO Services, Inc. (PCO), a subsidiary of Johnson Wax Professional. Orkin acquired all the shares of capital stock of PCO. PCO recorded revenues of approximately $25 million (US$) in its latest fiscal year and is the leading pest control provider in Canada. The acquisition will be accounted for as a purchase. On October 20, 1999, Orkin reached an agreement in principle with Redd Pest Control Company, Inc. (Redd) on the acquisition of its pest control business operations. Under the terms of the agreement, Orkin would acquire all the pest control customers of Redd, together with certain assets. The operations to be acquired under this agreement recorded revenues of approximately $14 million in Redd Pest Control Company, Inc.'s latest fiscal year. The acquisition would be accounted for as a purchase. The Company does not expect the above-mentioned transactions to have a material impact on the Company's financial statements. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The Company reported net income of $1.4 million or $0.05 per share for the quarter compared to $880,000 or $0.03 per share for the same quarter in 1998. Net income for the nine months ended September 30, 1999 increased to $9.5 million or $0.31 per share from $6.0 million or $0.19 per share for the same period in 1998. Earnings for the year-to-date and quarter were favorably impacted by increases in both pest and termite control revenue. Revenues increased 6.7% to $154.1 million compared to $144.5 million for the same quarterly period last year. For the first nine months of 1999, revenues increased 5.6% to $446.3 million. Third quarter 1999 represents the Company's sixth consecutive quarter of improvements in revenues and earnings. The Company attributes these improvements to its strategic programs initiated in 1998 and 1997 to build recurring revenue, expand the Company's commercial pest control business and contain termite claims costs. The Company sees continued opportunity for improvement in both its revenues and bottom line as a result of its new programs and acquisition activity. Results of Operations Revenues increased to $154.1 million in third quarter 1999 from $144.5 million in the same quarter of 1998, and increased to $446.3 million in the first nine months of 1999 from $422.5 million in the same period of 1998. These increases were primarily the result of increases in customer base and in average sales prices in both residential and commercial pest control, as well as increases in average termite completion and annual renewal prices. Cost of Services Provided was approximately $3.8 million higher than the prior year quarter but improved to represent 57.9% of revenues compared to 59.1% for the same quarter of the prior year. Year-to-date Cost of Services Provided improved to represent 57.3% of revenues compared to 58.9% for the prior year period. These improvements as a percentage of revenues were primarily due to lower termite claim provisions, operating insurance costs and improved inventory management. Selling, General and Administrative increased $3.1 million but decreased as a percentage of revenues to 39.0% compared to 39.5% for the same quarter of the prior year. For the first nine months of 1999, Selling, General and Administrative decreased as a percentage of revenues to 37.8% compared with 38.5% for the prior year period. The improvements as a percentage of revenues resulted primarily from improved efficiencies in sales, fleet and telephone costs. These cost savings were partially offset by additional costs related to various new service and marketing programs throughout the Company. Interest Income decreased $1.3 million or 58.9% compared to the same quarter of the prior year, and decreased $4.2 million or 57.5% for the nine months ended September 30, 1999 compared to the same period of the prior year. The decreases were primarily due to lower invested funds over the prior year periods. The Company's net tax provisions of $879,000 for the quarter and $5.8 million for the first nine months reflect increased taxable income over the prior year periods. 7
- -------------------------------------------------------------------------------- Financial Condition September 30, December 31, (In thousands) 1999 1998 - -------------------------------------------------------------------------------- Cash and Short-Term Investments ........ $ 3,950 $ 1,244 Marketable Securities .................. 66,006 110,229 ------------- ------------- 69,956 111,473 Working Capital ........................ 43,673 84,015 Current Ratio .......................... 1.4 1.7 - --------------------------------------------------------------------------------
The Company believes its current cash balances and future cash flows from operating activities will be sufficient to finance its current operations and obligations, and fund expansion of the business for the foreseeable future. The Company's cash flow provided by operating activities was $14.2 million for the first nine months of 1999 compared with cash used in operating activities of $4.3 million in the same period of 1998. This increase resulted primarily from favorable changes in working capital related primarily to differences in the timing of accrued expenses and higher net income from operations in 1999, adjusted for non-cash items. The Company invested approximately $41.0 million in capital expenditures and acquisitions during the first nine months of 1999, and expects to invest between $80 and $85 million in 1999, inclusive of improvements to its management information systems. Capital expenditures during the first nine months of 1999 consisted primarily of equipment replacements and upgrades. Acquisitions consisted primarily of the acquisition of the commercial pest elimination business operations of PRISM, a subsidiary of SC Johnson Professional. See Note 4 to the accompanying consolidated financial statements for further discussion. During the nine months ended September 30, 1999, $4.6 million was paid in cash dividends and $7.6 million was paid for repurchases of 445,700 shares of the Company's Common Stock. These repurchased shares were retired during the nine months. The capital expenditures, acquisitions, cash dividends and stock repurchases were primarily funded through existing cash and marketable securities balances and operating activities. The Company maintains a $40.0 million unused line of credit, which is available for future acquisitions and growth, if needed. In 1997 and 1998, Orkin and other pest control industry companies received letters from the Federal Trade Commission (FTC) advising of its investigation of the pest control industry - more specifically, the termite and moisture control practices of the industry - and requesting certain information voluntarily from the Company. Orkin has voluntarily provided the information requested and has advised of the Company's intention to continue to cooperate fully with this investigation. At this point in time, it is too early to determine the impact, if any, of this investigation. In addition, the Company is aggressively defending a class action lawsuit filed in Dothan, Alabama. For further discussion, see Note 5 to the accompanying consolidated financial statements. Year 2000 Issues Aware that the Year 2000 (Y2K) information technology programming issue could have a significant potential impact on its future operations and financial reporting, the Company began its assessment and remediation processes in 1997 regarding its primary financial and operating systems. The Company's assessment activities have included (1) identifying all software and operating systems - both information technology (IT) systems and non-IT systems with embedded technology - which are critical to operations and/or financial reporting, (2) testing of such software and systems for Y2K compliance, (3) obtaining assurances from the vendors whom the Company believes to be critical to its operations and/or financial reporting, and (4) assigning a manager for Y2K compliance and establishing a monthly readiness reporting process to ensure that top management will be aware of each area and step remaining to be done in order for the Company to become fully Y2K compliant. The Company's remediation activities have included replacing certain software and operating systems, followed by testing to ensure the Y2K compliance of the replacements. Based on its assessment and remediation activities to date, the Company believes that its critical internal software and operating systems are Y2K compliant. The total cost of Y2K expenditures to date as of September 30, 1999 8 was approximately $19.3 million. Remaining Y2K remediation costs to address secondary issues and contingency plans are anticipated to be approximately $100,000 to $500,000. The Company is taking all reasonable steps (including obtaining written Y2K compliance assurances from the majority of vendors the Company believes to be critical to its operations and/or financial reporting) to mitigate the risk of major interruptions in day-to-day operations due to Y2K issues. Nevertheless, due to the uncertainty inherent in Y2K issues generally and those that are beyond the Company's control in particular (e.g. the final Y2K readiness of the Company's large commercial customers and its vendors, including banks and other financial institutions; the U.S. Postal Service; common freight, parcel and communications carriers; and electric, gas, water and other public utilities), there can be no assurance that a failure of the Company and/or its major suppliers or customers to adequately address the Y2K issue would not have a material impact on the Company's results of operations, liquidity or financial condition. The Company believes the worst case scenario will be the widespread failure of electrical, gas, water and similar supplies by utilities serving the Company, its suppliers and customers; widespread disruption of the services of banks and other financial institutions, the U.S. Postal Service, and common freight, parcel and communications carriers; widespread disruption in the operations of the Company's commercial customers; widespread disruption to the means and modes of transportation used by the Company's and its suppliers' and commercial customers' ability to gain access to, and remain working in, office buildings and other facilities; the failure of a substantial number of the Company's critical information hardware and software systems; and the failure of outside systems, the effects of which would have a cumulative material adverse impact on the Company's critical systems. The Company believes that the scenario described above is unlikely in some or many respects and that the most reasonably likely worst case scenario will be some minor inconveniences experienced by a small number of its branches in January 2000. The Company expects to have contingency plans in place by the end of 1999 that address potential short-term business disruptions resulting from losses of electricity and system malfunctions related to the ordering and delivering of operating supplies and the printing of sales orders. Impact of Recent Accounting Pronouncements In 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." In second quarter 1999, the Financial Accounting Standards Board voted to delay the effective date of this standard to fiscal years beginning after June 15, 2000. The adoption of this standard, effective for the Company as of January 1, 2001, is not expected to materially impact the results of operations or financial condition of the Company. Forward-Looking Statements This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The actual results of the Company could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including without limitation, general economic conditions; market risk; changes in industry practices or technologies; the degree of success of the Company's termite process reforms; the Company's ability to identify potential acquisitions; climate and weather trends; competitive factors and pricing practices; the failure of the Company or its major suppliers or customers to adequately address the Year 2000 programming issue; potential increases in labor costs; uncertainties of litigation; and changes in various government laws and regulations, including environmental regulations. All of the foregoing risks and uncertainties are beyond the ability of the Company to control, and in many cases the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk. The Company maintains an investment portfolio, comprised of U.S. Government and corporate debt securities, which is subject to interest rate risk exposure. This risk is managed through conservative policies to invest in high-quality obligations. The Company has performed an interest rate sensitivity analysis using a duration model over the near term with a 10% change in interest rates. The Company's portfolio is not subject to material interest rate risk exposure based on this analysis, and no material changes in market risk exposures or how those risks are managed is expected. 9 PART II -- OTHER INFORMATION Item 1. Legal Proceedings See Note 5 to Part I, Item 1 for discussion of certain litigation. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. (3)(i) Restated Certificate of Incorporation of Rollins, Inc. is incorporated herein by reference to Exhibit (3)(i) as filed with its Form 10-K for the year ended December 31, 1997. (ii) By-laws of Rollins, Inc. is incorporated herein by reference to Exhibit (3) (ii) as filed with its Form 10-Q for the quarterly period ended March 31, 1999. (4) Form of Common Stock Certificate of Rollins, Inc. is incorporated herein by reference to Exhibit (4) as filed with its Form 10-K for the year ended December 31, 1998. (27) Financial Data Schedule (For Commission Use Only). (b) Reports on Form 8-K. No reports on Form 8-K were filed during third quarter 1999. 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. ROLLINS, INC. (Registrant) Date: November 11, 1999 By: /s/ Gary W. Rollins ------------------------------------- Gary W. Rollins President and Chief Operating Officer (Member of the Board of Directors) Date: November 11, 1999 By: /s/ Harry J. Cynkus ------------------------------------- Harry J. Cynkus Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 11