Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS' EQUITY

v2.3.0.15
STOCKHOLDERS' EQUITY
9 Months Ended
Sep. 30, 2011
STOCKHOLDERS' EQUITY  
STOCKHOLDERS' EQUITY

NOTE 8.

 

STOCKHOLDERS’ EQUITY

 

A total of $30.9 million was paid in cash dividends ($0.21 per share) during the first nine months of 2011, compared to $26.7 million or ($0.18 per share) during the same period in 2010.  During the third quarter ended September 30, 2011, the Company repurchased 598,986 shares of its $1 par value common stock at a weighted average price of $17.85 per share compared to 558,749 shares purchased at a weighted average price of $13.95 during the same period in 2010.  During the nine months ended September 30, 2011, the Company repurchased 1,388,282 shares of its $1 par value common stock at a weighted average price of $18.63 per share compared to 1,889,141 shares purchased at a weighted average price of $13.95 during the same period in 2010.  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 7.5 million additional shares of the Company’s common stock in October 2008.  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.  In total, 1.1 million additional shares may be purchased under its share repurchase program.

 

As more fully discussed in Note 12 of the Company’s notes to the consolidated financial statements in its 2010 Annual Report on Form 10-K 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.

 

During the third quarter ended September 30, 2011, approximately 3,000 shares of common stock were issued upon exercise of stock options by employees compared to approximately 180,000 shares for the prior year quarter.  In total for the nine months ended September 30, 2011, approximately 56,000 shares of common stock were issued upon exercise of stock options by employees and approximately 418,000 shares of common stock were issued upon exercise of stock options by employees for the first nine months ended September 30, 2010.  The Company issues new shares from its authorized but unissued share pool.  At September 30, 2011 approximately 5.2 million shares of the Company’s common stock were reserved for issuance.

 

The following table summarizes the components of the Company’s stock-based compensation programs recorded as expense:

 

 

 

Three Months Ended

 

Nine Months ended

 

 

 

September 30,

 

September 30,

 

(in thousands)

 

2011

 

2010

 

2011

 

2010

 

Time lapse restricted stock:

 

 

 

 

 

 

 

 

 

Pre-tax compensation expense

 

$

1,882

 

$

1,638

 

$

5,645

 

$

5,859

 

Tax benefit

 

(725

)

(631

)

(2,174

)

(2,256

)

Restricted stock expense, net of tax

 

$

1,157

 

$

1,007

 

$

3,471

 

$

3,603

 

 

Options activity outstanding under the Company’s stock option plan as of September 30, 2011 and changes during the nine months ended September 30, 2011, 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, 2010

 

136

 

$

4.66

 

1.59

 

$

2,056

 

Exercised

 

(56

)

4.22

 

—

 

—

 

Outstanding at September 30, 2011

 

80

 

4.98

 

1.02

 

1,100

 

Exercisable at September 30, 2011

 

80

 

$

4.98

 

1.02

 

$

1,100

 

 

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, 2011 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, 2011. 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, 2011 and September 30, 2010 was $0.2 million and $4.0 million, respectively. Exercise of options during the nine months ended September 30, 2011 and 2010 resulted in cash receipts of $19 thousand and $0.3 million, respectively.  The vesting of restricted stock and exercise of options during the nine months ended September 30, 2011 resulted in excess tax benefits of approximately $2.3 million, and $1.0 million for the same period ended September 30, 2010, which have been recorded as increases to paid-in-capital.

 

The following table summarizes information on unvested restricted stock outstanding as of September 30, 2011:

 

 

 

 

 

Weighted-Average

 

 

 

Number of

 

Grant-Date

 

(in thousands except per share data)

 

Shares

 

Fair Value

 

Unvested Restricted Stock Units at December 31, 2010

 

2,664

 

$

11.09

 

Forfeited

 

(65

)

12.50

 

Vested

 

(573

)

10.08

 

Granted

 

670

 

19.30

 

Unvested Restricted Stock Units at September 30, 2011

 

2,696

 

$

13.32

 

 

At September 30, 2011 and December 31, 2010, the Company had $26.5 million and $22.1 million of total unrecognized compensation cost, respectively, related to time-lapse restricted shares that are expected to be recognized over weighted average periods of approximately 4.2 years and 3.9 years, respectively.