- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-K
ANNUAL REPORT
(Mark One)
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 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 NO. 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
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH
TITLE OF EACH CLASS EXCHANGE ON WHICH REGISTERED
- -------------------------------------------------------- --------------------------------------------------------
The New York Stock Exchange
Common Stock, $1 Par Value The Pacific Stock Exchange
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 _________
Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
The aggregate market value of Rollins, Inc. common stock, held by
non-affiliates on February 28, 1997 was $360,733,583, based on the closing price
on the New York Stock Exchange on such date of $18 7/8 per share.
Rollins, Inc. had 34,413,481 shares of common stock outstanding as of
February 28, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Rollins, Inc.'s Annual Report to Stockholders for the calendar
year ended December 31, 1996 are incorporated by reference into Part I, Items
1(b) and 1(c), Part II, Items 5-8, and Part IV, Item 14.
Portions of the Proxy Statement for the 1997 Annual Meeting of Stockholders
of Rollins, Inc. are incorporated by reference into Part III, Items 10, 11, 12
and 13.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART I
ITEM 1. BUSINESS
(A) GENERAL DEVELOPMENT OF BUSINESS.
Since the beginning of the calendar year, Rollins, Inc. and its subsidiaries
have continued to operate and grow in the same principal services for homes and
businesses.
(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
The response to Item 1.(b) is incorporated by reference from the table under
the caption "Business Segment Information," on page 21 of the 1996 Annual Report
to Stockholders.
(C) NARRATIVE DESCRIPTION OF BUSINESS.
(1)(i) The Registrant is a national company with headquarters located in
Atlanta, Georgia, providing services to both residential and commercial
customers. The four primary services provided are termite and pest control,
protective services, lawn care and plantscaping. Additionally, the revenues by
business segment are incorporated by reference to the table under the caption
"Business Segment Information" on page 21 of the 1996 Annual Report to
Stockholders.
Orkin Exterminating Company, Inc., a wholly owned subsidiary (Orkin),
founded in 1901, is one of the world's largest termite and pest control
companies. It provides customized services to approximately 1.6 million
customers through a network of 417 branches serving customers in 49 states, the
District of Columbia, the Bahamas, Canada, Mexico, and Puerto Rico. It provides
customized pest control services to homes and businesses, including hotels, food
service establishments, dairy farms and transportation companies. Orkin's
continuous regular service provides protection against household pests, rodents
and termites. Orkin's Lawn Care Division provides fertilization, weed and insect
control, seeding, aeration of lawns, and tree and shrub care from 23 branches
serving customers in 9 states. Orkin's Plantscaping Division designs, installs
and maintains green and flowering plants from 10 branches and services customers
in 21 states and the District of Columbia. It provides services to hotels,
shopping malls, restaurants, and office buildings.
Rollins Protective Services, a division of the Registrant, was established
in 1969. Services are provided from 50 branches serving customers in 41 states
and the District of Columbia. A pioneer in developing customized wired and
wireless electronic security systems, it provides full-service capabilities from
system design and installation to maintenance and monitoring services.
Full-service includes guaranteed maintenance programs, 24-hour emergency
repairs, and 24-hour alarm monitoring services.
(ii) The Registrant has made no announcement of, nor did any information
become public about, a new line of business or product requiring the
investment of a material amount of the Registrant's total assets.
(iii) Sources and availability of raw materials present no particular
problem to the Registrant, since its businesses are primarily in
service-related industries.
(iv) Governmental licenses, patents, trademarks and franchises are of
minor importance to the Registrant's service operations. Local licenses and
permits are required in order for the Registrant to conduct its termite and
pest control, protective services, lawn care and plantscaping operations in
certain localities. In view of the widespread operations of the Registrant's
service operations, the failure of a few local governments to license a
facility would not have a material adverse effect on the results of
operations of the Registrant.
(v) The business of the Registrant is affected by the seasonal nature of
the Registrant's termite and pest control, lawn care and plantscaping
service operations (Orkin Exterminating Company, Inc.).
2
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 and income of the Registrant's
termite and pest control operations during such period. Lawn care services
are seasonal and coincide with the growing seasons of lawns. Plantscaping
operations experience seasonal increases in revenues and operating income
generated by the division's Exterior Color and Holiday programs offered
during the spring and late fall.
(vi) Inapplicable.
(vii) The Registrant and its subsidiaries do not have a material part of
their business that is dependent upon a single customer or a few customers, the
loss of which would have a material effect on the business of the Registrant.
(viii) The dollar amount of service contracts and backlog orders as of the
end of the Registrant's 1996 and 1995 calendar years was approximately
$16,712,000 and $15,508,000, respectively. Backlog services and orders are
usually provided within the month following the month of receipt, except in the
area of prepaid pest control and alarm monitoring where services are usually
provided within twelve months of receipt.
(ix) Inapplicable.
(x) The Registrant believes that each of its businesses competes favorably
with competitors within its respective area. Orkin Exterminating Company, Inc.
is one of the world's largest termite and pest control companies. Rollins
Protective Services is a pioneer and one of the leaders in residential and
commercial security. Orkin Lawn Care is one of the largest lawn care companies
in the United States. Orkin Plantscaping is the industry's second largest
company with operations in ten major markets.
The principal methods of competition in the Registrant's termite and pest
control business are service and guarantees, including the money-back guarantee
on termite and pest control, and the termite retreatment and damage repair
guarantee to qualified homeowners. Competition in the plantscaping and lawn care
businesses is based on providing customized services together with guarantees,
with the Registrant offering the same money-back guarantee for the services. The
principal method of competition in the residential protection business of the
Registrant is the provision of customized emergency protection services to meet
the particular needs of each customer.
(xi) Expenditures by the Registrant on research activities relating to the
development of new products or services are not significant. Some of the new and
improved service methods and products are researched, developed and produced by
unaffiliated universities and companies. Also a portion of these methods and
products are produced to the specifications provided by the Registrant.
(xii) The capital expenditures, earnings and competitive position of the
Registrant and its subsidiaries are not materially affected by compliance with
Federal, state and local provisions which have been enacted or adopted
regulating the discharge of materials into the environment, or otherwise
relating to the protection of the environment.
(xiii) The number of persons employed by the Registrant and its subsidiaries
as of the end of 1996 was 9,525.
(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES.
Inapplicable.
ITEM 2. PROPERTIES.
The Registrant's administrative headquarters and central warehouse, both of
which are owned by the Registrant, are located at 2170 Piedmont Road, N.E.,
Atlanta, Georgia 30324. The Registrant owns or leases several hundred branch
offices and operating facilities used in its businesses. None of the branch
3
offices, individually considered, represents a materially important physical
property of the Registrant. The facilities are suitable and adequate to meet the
current and reasonably anticipated future needs of the Registrant.
ITEM 3. LEGAL PROCEEDINGS.
In the normal course of business, the Company is a defendant in a number of
lawsuits which allege that plaintiffs have been damaged as a result of the
rendering of services by Company personnel and equipment. The Company is
actively contesting these actions. It is the opinion of Management that the
outcome of these actions will not have a material adverse effect on the
Company's financial position, results of operations, or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Inapplicable.
ITEM 4.A. EXECUTIVE OFFICERS OF THE REGISTRANT.
Each of the executive officers of the Registrant was elected by the Board of
Directors to serve until the Board of Directors' meeting immediately following
the next annual meeting of stockholders or until his earlier removal by the
Board of Directors or his resignation. The following table lists the executive
officers of the Registrant and their ages, offices with the Registrant, and the
dates from which they have continually served in their present offices with the
Registrant.
DATE FIRST
ELECTED
NAME AGE OFFICE WITH REGISTRANT TO PRESENT OFFICE
- --------------------------- ----------- --------------------------------------------------------- -----------------
R. Randall Rollins (1)..... 65 Chairman of the Board and Chief Executive Officer 10/22/91
Gary W. Rollins (1)........ 52 President and Chief Operating Officer 1/24/84
Gene L. Smith (2).......... 51 Chief Financial Officer, 1/22/91
Secretary, and Treasurer 1/26/93
- ------------------------
(1) R. Randall Rollins and Gary W. Rollins are brothers.
(2) Gene L. Smith served as the Registrant's Vice President of Finance for the
period 12/30/85 to 1/21/91.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Information containing dividends and stock prices on page 12 and the
principal markets on which common shares are traded on page 25 of the 1996
Annual Report to Stockholders are incorporated herein by reference. The number
of stockholders of record on December 31, 1996 was 3,405.
ITEM 6. SELECTED FINANCIAL DATA.
Selected Financial Data on pages 10 and 11 of the 1996 Annual Report to
Stockholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Management's Discussion and Analysis of Financial Condition and Results of
Operations included on pages 13 through 15 of the 1996 Annual Report to
Stockholders is incorporated herein by reference. The effects of inflation on
operations were not material for the periods being reported.
4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The following consolidated financial statements and supplementary data of
the Registrant and its consolidated subsidiaries, included in the 1996 Annual
Report to Stockholders, are incorporated herein by reference.
Financial Statements:
Statements of Income for each of the three years in the period ended
December 31, 1996, page 17.
Statements of Earnings Retained for each of the three years in the period
ended December 31, 1996, page 17.
Statements of Financial Position as of December 31, 1996 and 1995, page
16.
Statements of Cash Flows for each of the three years in the period ended
December 31, 1996, page 18.
Notes to Financial Statements, pages 19 through 23.
Report of Independent Auditors, page 24.
Supplementary Data:
Quarterly Information, page 12.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Inapplicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The response to Item 10, applicable to the Directors of the Registrant, is
incorporated herein by reference to the information set forth under the caption
"Election of Directors" in the Proxy Statement for the Annual Meeting of
Stockholders to be held April 22, 1997. Additional information concerning
executive officers is included in Part I, Item 4.A. of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION.
The response to Item 11 is incorporated herein by reference to the
information set forth under the caption "Executive Compensation" in the Proxy
Statement for the Annual Meeting of Stockholders to be held April 22, 1997.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The response to Item 12 is incorporated herein by reference to the
information set forth under the captions "Capital Stock" and "Election of
Directors" in the Proxy Statement for the Annual Meeting of Stockholders to be
held April 22, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The section entitled "Compensation Committee Interlocks and Insider
Participation" in the Proxy Statement for the Annual Meeting of Stockholders to
be held April 22, 1997, and related footnotes and information are incorporated
herein by reference.
5
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
The following are filed as part of this report:
(a) 1. Financial Statements
The following financial statements are incorporated herein by reference to
portions of the 1996 Annual Report to Stockholders included with this Form 10-K:
Statements of Income for each of the three years in the period ended
December 31, 1996, page 17.
Statements of Earnings Retained for each of the three years in the
period ended December 31, 1996, page 17.
Statements of Financial Position as of December 31, 1996 and 1995,
page 16.
Statement of Cash Flows for each of the three years in the period
ended December 31, 1996, page 18.
Notes to Financial Statements, pages 19 through 23.
Report of Independent Auditors, page 24.
(a) 2. Financial Statement Schedule
II Valuation and Qualifying Accounts
Schedules not listed above have been omitted as either not applicable,
immaterial or disclosed in the financial statements or notes thereto.
(a) 3. Exhibits
(3)(i) The Company's Certificate of Incorporation is incorporated herein by
reference to Exhibit (3)(a) as filed with its Form 10-K for the year ended
December 31, 1992.
(ii) By-laws of Rollins, Inc. are incorporated herein by reference to Exhibit
3(b) as filed with its Form 10-K for the year ended December 31, 1993.
(10) Rollins, Inc. 1984 Employee Incentive Stock Option Plan.
(10)(a) Rollins, Inc. 1994 Employee Stock Incentive Plan is incorporated herein by
reference to Exhibit A of the March 18, 1994 Proxy Statement for the Annual
Meeting of Stockholders held on April 26, 1994.
(13) Portions of the Annual Report to Stockholders for the year ended December
31, 1996 which are specifically incorporated herein by reference.
(21) Subsidiaries of Registrant.
(23) Consent of Independent Public Accountants.
(24) Powers of Attorney for Directors.
(27) Financial Data Schedule
(b) No reports on Form 8-K were required to be filed by the Company for the
quarter ended December 31, 1996.
6
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ R.
RANDALL
ROLLINS
----
R.
Randall
Rollins
Chairman
of the
Board of
Directors
(Principal
Executive
Officer)
March
26,
1997
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND
IN THE CAPACITIES AND ON THE DATES INDICATED.
/s/ R. RANDALL ROLLINS /s/ GENE L. SMITH
- ------------------------------------------- -------------------------------------------
R. Randall Rollins Gene L. Smith
Chairman of the Board of Directors Chief Financial Officer, Secretary, and
(Principal Executive Officer) Treasurer
March 26, 1997 (Principal Financial and Accounting Officer)
March 26, 1997
The Directors of Rollins, Inc. (listed below) executed a power of attorney
appointing Gary W. Rollins their attorney-in-fact, empowering him to sign this
report on their behalf.
Wilton Looney, Director
John W. Rollins, Director
Henry B. Tippie, Director
James B. Williams, Director
Bill J. Dismuke, Director
/s/ GARY W. ROLLINS
- ------------------------------------------
Gary W. Rollins, As Attorney-in-Fact
& Director, President and
Chief Operating Officer
March 26, 1997
7
ROLLINS, INC. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
CONSOLIDATED FINANCIAL STATEMENTS OF ROLLINS, INC. AND SUBSIDIARIES:
The Registrant's 1996 Annual Report to Stockholders, portions of which are
filed with this Form 10-K, contains on pages 16 through 24 the consolidated
financial statements for the years ended December 31, 1996, 1995 and 1994 and
the report of Arthur Andersen LLP on the financial statements for the years then
ended. These financial statements and the report of Arthur Andersen LLP are
incorporated herein by reference. The financial statements include the
following:
Statements of Income for each of the three years in the period ended
December 31, 1996.
Statements of Earnings Retained for each of the three years in the period
ended December 31, 1996.
Statements of Financial Position as of December 31, 1996 and 1995.
Statements of Cash Flows for each of the three years in the period ended
December 31, 1996.
Notes to Financial Statements.
REPORT OF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULE, Page 9.
SCHEDULE
SCHEDULE
NUMBER
- ---------
II Valuation and Qualifying Accounts, Page 10.
Schedules not listed above have been omitted as either not applicable,
immaterial or disclosed in the financial statements or notes thereto.
8
REPORT OF INDEPENDENT AUDITORS ON FINANCIAL STATEMENT SCHEDULE
To the Directors and the Stockholders of Rollins, Inc.:
We have audited, in accordance with generally accepted auditing standards,
the financial statements included in Rollins, Inc.'s annual report to
stockholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated February 17, 1997. Our audits were made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed in
Item 14 of this Form 10-K is the responsibility of the Company's management and
is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
February 17, 1997
9
ROLLINS, INC. AND SUBSIDIARIES
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN THOUSANDS OF DOLLARS)
ADDITIONS
-------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER DEDUCTIONS END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS (1) PERIOD
- ----------------------------------------------- ----------- ------------ ----------- ------------- -----------
Year ended December 31, 1996
Allowance for doubtful accounts.............. $ 9,991 $ 8,205 $ -- $ 12,235 $ 5,961
----------- ------------ ----------- ------------- -----------
Year ended December 31, 1995
Allowance for doubtful accounts.............. $ 5,944 $ 22,101(2) $ -- $ 18,054 $ 9,991
----------- ------------ ----------- ------------- -----------
Year ended December 31, 1994
Allowance for doubtful accounts.............. $ 4,548 $ 7,823 $ -- $ 6,427 $ 5,944
----------- ------------ ----------- ------------- -----------
- ------------------------
NOTE: (1) Deductions represent the write-off of uncollectible receivables, net
of recoveries.
(2) Includes a Special Charge of $12,000,000 ($7,440,000 after tax
benefit or $.21 per share) relating to the write-off of doubtful
accounts at September 30, 1995, in the consumer finance operation,
Rollins Acceptance Company.
10
EXHIBIT INDEX
Exhibit Number
- --------------
(3)(i) The Certificate of Incorporation of Rollins, Inc. is incorporated
herein by reference to Exhibit (3)(a) as filed with its Form 10-K
for the year ended December 31, 1992.
(ii) By-laws of Rollins, Inc. are incorporated herein by reference to
Exhibit (3)(b) as filed with its form 10-K for the year ended
December 31, 1993.
(10) Rollins, Inc. 1984 Employee Incentive Stock Option Plan.
(10)(a) Rollins, Inc. 1994 Employee Stock Incentive Plan is incorporated
herein by reference to Exhibit A to the March 18, 1994 Proxy
Statement for the Annual Meeting of Stockholders held on April
26, 1994.
(13) Portions of the Annual Report to Stockholders for the year ended
December 31, 1996 which are specifically incorporated herein by
reference.
(21) Subsidiaries of Registrant.
(23) Consent of Independent Public Accountants.
(24) Powers of Attorney for Directors.
(27) Financial Data Schedule