8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 27, 2022

ROLLINS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-4422	51-0068479
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2170 Piedmont Road, N.E., Atlanta, Georgia 30324

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (404) 888-2000

Not Applicable

(Former name of former address, if changes since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ROL	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

Item 2.02. Results of Operations and Financial Condition.

On April 27, 2022, the Company issued a press release announcing its unaudited financial results for the first quarter ended March 31, 2022. The Company hereby incorporates by reference herein the information set forth in its Press Release dated April 27, 2022, a copy of which is attached hereto as Exhibit 99.1. Except as otherwise provided in the press release, the press release speaks only as of the date of such press release and such press release shall not create any implication that the affairs of the Company have continued unchanged since such date.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing or document.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release Dated April 27, 2022
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Rollins, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROLLINS, INC.

Date: April 27, 2022	By:	/s/ Julie Bimmerman
	Name:	Julie Bimmerman
	Title:	Interim Chief Financial Officer and Treasurer
		(Principal Financial Officer)

EX-99.1

Exhibit 99.1

For Further Information Contact

Julie Bimmerman (404) 888-2103

FOR IMMEDIATE RELEASE

ROLLINS, INC. REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS

ATLANTA, GEORGIA, April 27, 2022: Rollins, Inc. (NYSE:ROL) (“Rollins” or the “Company”), a premier global consumer and commercial services company, reported strong unaudited financial results for its first quarter ended March 31, 2022.

The Company recorded first quarter 2022 revenues of $590.7 million, an increase of 10.3% over the first quarter 2021 revenue of $535.6 million, with organic revenues* increasing 7.0% to $573.1 million. The Company’s first quarter 2022 reported net income was $72.4 million or $0.15 per diluted share, compared to $92.6 million or $0.19 per diluted share for first quarter of 2021. Adjusted net income* and adjusted earnings per diluted share* for the first quarter ended March 31, 2021 were $69.8 million and $0.14 per diluted share, respectively. The first quarter 2021 results have been adjusted to exclude the gain related to the disposition of properties received through the 2019 acquisition of Clark Pest Control of Stockton, Inc. of $31.1 million ($22.9 million, net of tax).

Gary W. Rollins, Chairman and Chief Executive Officer of Rollins stated, “We are proud of our first quarter results and believe we are well positioned for 2022. Our employees have displayed a strong level of commitment and drive towards taking care of our customers. We are confident in our continued strategic growth and profitability moving forward.”

Rollins, Inc. is a premier global consumer and commercial services company.  Through its family of leading brands, Orkin, HomeTeam Pest Defense, Clark Pest Control, Northwest Exterminating, McCall Service, Trutech, Critter Control, Western Pest Services, Waltham Services, OPC Pest Services, The Industrial Fumigant Company, PermaTreat, Crane Pest Control, Missquito, Orkin Canada, Orkin Australia, Safeguard (UK), Aardwolf Pestkare (Singapore), and more, the Company and its franchises provide essential pest control services and protection against termite damage, rodents and insects to more than two million customers in North America, South America, Europe, Asia, Africa, and Australia from more than 800 locations. You can learn more about Rollins and its subsidiaries by visiting our web site at www.rollins.com, where you can also find this and other news releases by accessing the news releases button.

*Amounts are non-GAAP financial measures. See the appendix to this release for a discussion of non-GAAP financial metrics including a reconciliation of the most closely correlated GAAP measure.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements that involve risks and uncertainties concerning the business and financial results of Rollins, Inc. We have based these forward-looking statements largely on our current opinions, expectations, beliefs, plans, objectives, assumptions and projections about future events and financial trends affecting the operating results and financial condition of our business. Such forward looking statements include, but are not limited to, statements regarding the Company’s belief that it is well positioned for 2022 and its confidence in its strategic growth and profitability moving forward.

Our actual results could differ materially from those indicated by the forward-looking statements because of various risks, timing and uncertainties including, without limitation, the failure to maintain and enhance our brands and develop a positive client reputation; our ability to protect our intellectual property and other proprietary rights that are material to our business and our brand recognition; actions taken by our franchisees, subcontractors or vendors that may harm our business; general economic conditions; the impact of the extent and duration of economic contraction related to COVID-19 on general economic activity for the remainder of 2022 and beyond; the impact of future developments related to theCOVID-19 pandemic on the Company’s business, results of operations, accounting assumptions and estimates and financial condition, including, without limitation, restrictions in customer discretionary expenditures, disruptions in credit or financial markets, increases in fuel prices, raw material costs or other operating costs; potential increases in labor costs; labor shortages and/or our inability to attract and retain skilled workers; competitive factors and pricing practices; changes in industry practices or technologies; the degree of success of our termite process reforms and pest control selling and treatment methods; our ability to identify, complete and successfully integrate potential acquisitions; unsuccessful expansion into international markets; climate change and unfavorable weather conditions; a breach of data security resulting in the unauthorized access of personal, financial, proprietary, confidential or other personal data or information about our customers, employees, third parties, or of our proprietary confidential information; damage to our brands or reputation; possibility of an adverse ruling against us in pending litigation, regulatory action or investigation; changes in various government laws and regulations, including environmental regulations; the adequacy of our insurance coverage to cover all significant risk exposures; the effectiveness of our risk management and safety program; general market risk; management’s substantial ownership interest and its impact on public stockholders and the availability of the Company’s common stock to the investing public; and the existence of certain anti-takeover provisions in our governance documents, which could make a tender offer, change in control or takeover attempt that is opposed by the Company’s Board of Directors more difficult or expensive. All of the foregoing risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. The Company does not undertake to update its forward-looking statements.

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

(unaudited)

	March 31,		December 31,
		2022		2021
ASSETS
Cash and cash equivalents	$	258,338	$	105,301
Trade accounts receivables, net		137,621		139,579
Financed receivables, net		26,631		26,152
Materials and supplies		29,062		28,926
Other current assets		44,860		52,422
Total Current Assets		496,512		352,380
Equipment and property, net		132,680		133,257
Goodwill		730,139		721,819
Customer contracts, net		318,806		325,929
Trademarks and tradenames, net		109,520		108,976
Other intangible assets, net		10,090		11,679
Operating lease, right-of-use assets		241,043		244,784
Financed receivables, long-term, net		46,192		47,097
Other assets		46,161		34,949
Total Assets	$	2,131,143	$	1,980,870
LIABILITIES
Accounts payable		38,586		44,568
Accrued insurance, current		37,724		36,414
Accrued compensation and related liabilities		76,291		97,862
Unearned revenue		156,516		145,122
Operating lease liabilities, current		74,463		75,240
Current portion of long-term debt		15,000		18,750
Other current liabilities		82,317		73,206
Total Current Liabilities		480,897		491,162
Accrued insurance, less current portion		32,218		31,545
Operating lease liabilities, less current portion		169,839		172,520
Long-term debt		280,783		136,250
Long-term accrued liabilities		59,877		67,345
Total Liabilities		1,023,614		898,822
STOCKHOLDERS’ EQUITY
Common stock		492,461		491,911
Retained earnings and other equity		615,068		590,137
Total stockholders’ equity		1,107,529		1,082,048
Total Liabilities and Stockholders’ Equity	$	2,131,143	$	1,980,870

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share data)

(unaudited)

	Three Months Ended
	March 31,
	2022		2021
REVENUES
Customer services	$	590,680	$	535,554
COSTS AND EXPENSES
Cost of services provided (exclusive of depreciation and amortization below)		295,378		261,552
Sales, general and administrative		178,785		162,208
Depreciation and amortization		24,847		23,596
Total operating expenses		499,010		447,356
OPERATING INCOME		91,670		88,198
Interest expense, net		568		606
Other income, net		(1,279)		(32,260)
CONSOLIDATED INCOME BEFORE INCOME TAXES		92,381		119,852
PROVISION FOR INCOME TAXES		19,936		27,209
NET INCOME	$	72,445	$	92,643
NET INCOME PER SHARE - BASIC AND DILUTED	$	0.15	$	0.19
Weighted average shares outstanding - basic		492,213		492,003
Weighted average shares outstanding - diluted		492,325		492,003

APPENDIX

Reconciliation of GAAP and non-GAAP Financial Measures

The Company has used the non-GAAP financial measures of organic revenues, adjusted net income and adjusted earnings per share (“EPS”) in this earnings release, and the non-GAAP financial measures of organic revenues by type, organic revenues in constant dollars, adjusted EBITDA, and free cash flow in today’s conference call. Organic revenue is calculated as revenue less acquisition revenue. Acquisition revenue is based on the trailing 12-month revenue of our acquired entities. These measures should not be considered in isolation or as a substitute for revenues, net income, earnings per share or other performance measures prepared in accordance with GAAP.

Management uses adjusted net income, adjusted EPS and adjusted EBITDA as measures of operating performance because these measures allow the Company to compare performance consistently over various periods without regard to the impact of the property disposition gains, the accelerated stock vesting expense or the SEC matter. Management also uses organic revenues, organic revenues by type and organic revenues in constant dollars to compare revenues over various periods excluding the impact of acquisitions and the change in foreign currency rates. Management uses free cash flow, which is calculated as net cash provided by operating activities less capital expenditures, to demonstrate the Company’s ability to maintain its asset base and generate future cash flows from operations. Management believes all of these non-GAAP financial measures are useful to provide investors with information about current trends in, and period-over-period comparisons of, the Company's results of operations.

A non-GAAP financial measure is a numerical measure of financial performance, financial position, or cash flows that either 1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of operations, balance sheet or statement of cash flows, or 2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.

Set forth below is a reconciliation of non-GAAP financial measures used in today’s earnings release and conference call with their most comparable GAAP measures.

(unaudited in thousands except EPS)

	Three Months Ended
	March 31,
					Variance
	2022		2021		$		%
Reconciliation of Net Income to Adjusted Net Income and EPS
Net income	$	72,445	$	92,643	$	(20,198)	(21.8)
Property disposition gains (net of tax $22,893)		—		(31,058)		31,058	—
Adjusted income taxes on excluded items		—		8,165		(8,165)	—
Adjusted net income	$	72,445	$	69,750	$	2,695	3.9
Adjusted earnings per share - basic and diluted	$	0.15	$	0.14	$	0.01	7.1
Weighted average shares outstanding - basic		492,213		492,003		210	0.0
Weighted average shares outstanding - diluted		492,325		492,003		322	0.1
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
Net income	$	72,445	$	92,643	$	(20,198)	(21.8)
Depreciation and amortization		24,847		23,596		1,251	5.3
Interest expense, net		568		606		(38)	(6.3)
Provision for income taxes		19,936		27,209		(7,273)	(26.7)
EBITDA		117,796		144,054		(26,258)	(18.2)
Property disposition gains		—		(31,058)		31,058	—
Adjusted EBITDA	$	117,796	$	112,996	$	4,800	4.2
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
Net cash provided by operating activities	$	87,532	$	119,486	$	(31,954)	(26.7)
Capital expenditures		(7,995)		(7,826)		(169)	(2.1)
Free Cash Flow	$	79,537	$	111,660	$	(32,123)	(28.8)

	Three Months Ended
	March 31,
					Variance
	2022		2021		$		%
Reconciliation of Revenues to Organic Revenues and Organic Revenues in Constant Dollars
Revenues	$	590,680	$	535,554	$	55,126	10.3
Revenue growth from acquisitions		(17,567)		—		(17,567)	—
Organic revenues		573,113		535,554		37,559	7.0
Adjustment to organic revenues on a constant exchange rate		(3,663)		—		(3,663)	—
Organic revenues in constant dollars	$	569,450	$	535,554	$	33,896	6.3
Reconciliation of Residential Revenues to Organic Residential Revenues
Residential revenues	$	259,259	$	235,179	$	24,080	10.2
Residential revenues from acquisitions		(10,282)		—		(10,282)	—
Residential organic revenues	$	248,977	$	235,179	$	13,798	5.8
Reconciliation of Commercial Revenues to Organic Commercial Revenues
Commercial revenues	$	205,787	$	188,697	$	17,090	9.1
Commercial revenue growth from acquisitions		(2,222)		—		(2,222)	—
Commercial organic revenues	$	203,565	$	188,697	$	14,868	7.9
Reconciliation of Termite Revenues to Organic Termite Revenues
Termite revenues	$	119,706	$	105,694	$	14,012	13.3
Termite revenues from acquisitions		(5,063)		—		(5,063)	—
Termite organic revenues	$	114,643	$	105,694	$	8,949	8.5

  CONFERENCE CALL ANNOUNCEMENT  

Rollins, Inc.

(NYSE: ROL)

Management will hold a conference call to discuss

First Quarter 2022 results on

Wednesday, April 27, 2022 at:

10:00 a.m. Eastern

9:00 a.m. Central

8:00 a.m. Mountain

7:00 a.m. Pacific

TO PARTICIPATE:

Please dial 1-877-869-3839 domestic;

1-201-689-8265 international

with conference ID of 13728548

at least 5 minutes before start time.

REPLAY: available through May 2, 2022

Please dial 1-877-660-6853 / 1-201-612-7415, Passcode 13728548

THIS CALL CAN ALSO BE ACCESSED THROUGH THE INTERNET AT

www.rollins.com

Questions?

Contact Samantha Alphonso at Financial Relations Board at 212-827-3746

Or email to salphonso@mww.com

XML

Document and Entity Information	Apr. 27, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Apr. 27, 2022
Entity File Number	1-4422
Entity Registrant Name	ROLLINS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	51-0068479
Entity Address State Or Province	GA
Entity Address, Address Line One	2170 Piedmont Road, N.E.
Entity Address, City or Town	Atlanta
Entity Address, Postal Zip Code	30324
City Area Code	(404)
Local Phone Number	888-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ROL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000084839
Amendment Flag	false
Entity Information, Former Legal or Registered Name	Not Applicable