-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jB8A5Ua9gTrtCf5Exm9ED69dH8/KvuKdphdeer4vdapKjJ5uc5+BbhaCNgpPoGAa +K165L7Xs1SD+8HwwZidLA== 0000950168-94-000180.txt : 19940519 0000950168-94-000180.hdr.sgml : 19940519 ACCESSION NUMBER: 0000950168-94-000180 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROLLINS INC CENTRAL INDEX KEY: 0000084839 STANDARD INDUSTRIAL CLASSIFICATION: 7340 IRS NUMBER: 510068479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04422 FILM NUMBER: 94527612 BUSINESS ADDRESS: STREET 1: 2170 PIEDMONT RD NE CITY: ATLANTA STATE: GA ZIP: 30324 BUSINESS PHONE: 4048882362 MAIL ADDRESS: STREET 1: 2170 PIEDMONT ROAD, NE CITY: ATLANTA STATE: GA ZIP: 30324 10-Q 1 ROLLINS 10-Q 5/12/94 #89646.1 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, 1994. 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, 1994, there were 35,691,907 shares of Common Stock $1 Par Value, outstanding. ROLLINS, INC. AND SUBSIDIARIES INDEX Part I Financial Information Page No. Statements of Financial Position - March 31, 1994 and December 31, 1993 1 Statements of Income and Earnings Retained - three months ended March 31, 1994 and 1993 2 Statements of Cash Flows - three months ended March 31, 1994 and 1993 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, 1994 1993 ASSETS Cash and Short-Term Investments $ 25,817 $ 18,102 Marketable Securities 51,417 50,991 Trade Receivables, Net 88,551 87,518 Materials and Supplies 18,165 15,829 Deferred Income Taxes 5,045 4,980 Other Current Assets 7,932 7,112 Current Assets 196,927 184,532 Equipment and Property, Net 29,141 28,890 Intangible Assets 42,151 42,171 Other Assets 11,111 11,601 Total Assets $ 279,330 $ 267,194 LIABILITIES Accounts Payable $ 14,705 $ 12,279 Accrued Insurance Expenses 16,570 13,600 Accrued Payroll 14,499 15,519 Unearned Revenue 14,181 12,854 Other Expenses 17,112 12,752 Current Liabilities 77,067 67,004 Deferred Income Taxes 12,513 12,983 Long-Term Accrued Liabilities 26,524 26,699 Total Liabilities 116,104 106,686 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 174,409 171,862 215,841 213,294 Less--Common Stock In Treasury, At Cost, 5,739,907 in 1994 ; 5,758,619 shares in 1993 52,615 52,786 Total Stockholders' Equity 163,226 160,508 Total Liabilities and Stockholders' Equity $ 279,330 $ 267,194 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, 1994 1993 REVENUES Customer Services $ 136,443 $ 127,295 COSTS AND EXPENSES: Cost of Services Provided 70,152 65,649 Sales, General and Administrative Expenses 53,561 50,754 Depreciation and Amortization 1,981 1,794 Interest Income (451) (442) 125,243 117,755 INCOME BEFORE INCOME TAXES 11,200 9,540 PROVISION (CREDIT) FOR INCOME TAXES: Current 5,139 4,039 Deferred (827) (366) 4,312 3,673 NET INCOME 6,888 5,867 EARNINGS RETAINED: Balance at Beginning of Period 171,862 141,999 Cash Dividends (4,460) (3,917) Employee Benefit Plans 119 295 BALANCE AT END OF PERIOD $ 174,409 $ 144,244 EARNINGS PER SHARE $ 0.19 $ 0.16 WEIGHTED AVERAGE SHARES OUTSTANDING 35,678,930 35,608,123 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 1994 1993 OPERATING ACTIVITIES Net Income $ 6,888 $ 5,867 Noncash Charges (Credits) to Earnings: Depreciation and Amortization 1,981 1,794 Deferred Income Taxes (827) (366) Other, Net 709 973 (Increase) Decrease in: Trade Receivables (1,033) (2,634) Materials and Supplies (2,336) (1,133) Other Current Assets (820) 2,683 Increase (Decrease) in: Accounts Payable and Accrued Expenses 8,678 2,653 Unearned Revenue 1,327 482 Non-Current Deferred Income Taxes 292 (2,492) Long-Term Accrued Liabilities (175) 115 Other Non-Current Assets (112) 9 Net Cash Provided by Operating Activities 14,572 7,951 INVESTING ACTIVITIES Purchases of Equipment and Property (2,234) (2,357) Net Cash Used for Acquisition of Companies (27) --- Purchases of Marketable Securities (426) (300) Net Cash Used in Investing Activities (2,687) (2,657) FINANCING ACTIVITIES Dividends Paid (4,460) (3,917) Treasury Stock Issued to Benefit Plans 290 507 Net Cash Used in Financing Activities (4,170) (3,410) Net Increase (Decrease) in Cash and Short-Term Investments 7,715 1,884 Cash and Short-Term Investments at Beginning of Period 18,102 20,061 Cash and Short-Term Investments at End of Period $ 25,817 $ 21,945 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, 1993. Certain prior year amounts have been reclassified to conform with the first quarter 1994 presentation. 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, 1994 and December 31, 1993, and the results of operations and cash flows for the three months ended March 31, 1994 and 1993. NOTE 2. INVESTMENT IN MARKETABLE SECURITIES During the first quarter of 1994, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The adoption of SFAS No. 115 did not have a material effect on the Company's financial position, results of operations, or liquidity for the first quarter of 1994. NOTE 3. 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 4. 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, 1994 RESULTS OF OPERATIONS SELECTED INDUSTRY SEGMENT DATA Three Months Ended March 31 1994 1993 (In thousands) REVENUES Orkin $118,360 $110,693 Rollins Protective 14,872 13,976 Other 3,211 2,626 $136,443 $127,295 OPERATING INCOME Orkin $ 11,487 $ 9,947 Rollins Protective 1,330 1,168 Other 938 757 $ 13,755 $ 11,872
5 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, 1994 General Operating Comments Rollins, Inc. reported another quarter of record earnings. These results dramatically illustrate Rollins' growing penetration in its markets. Revenue for the first quarter ended March 31, 1994 reached $136.4 million, an increase of 7.2% from the prior year period. Operating income increased 15.9% to $13.8 million. Although revenue was impacted somewhat by weather conditions in January and February, the Company produced consistent earnings results. This marks the 16th consecutive quarter of double-digit earnings increases. Net income grew 17.4% to $6.9 million and earnings per share was $.19 cents, compared to $.16 cents a year ago, an 18.8% improvement. For the quarter, the Orkin Group's operating income increased 15.5% to $11.5 million on revenues of $118.4 which grew 6.9% over 1993. These results provided an improvement in operating margins of 9.7%, compared to 9.0% in the prior year. Rollins Protective Services operating income increased 13.9% to $1.3 million on revenues of $14.9 million. Detail segment information follows. Orkin 1994 Versus 1993 Orkin continued its tradition of exceptional results with increases in revenue, profit and customer growth. As mentioned, revenues increased 6.9% to $118.4 million for the first quarter ended March 31, 1994. Pest Control anticipates a good spring season and is expecting an improvement over last year. During the first quarter Orkin Pest Control launched its National Borate Program officially adding a "Fourth Barrier" to its already highly successful and effective "Triple Barrier" termite protection. Orkin Lawn Care completed the first quarter with positive results, generating a double digit revenue increase while exceeding its internal operating objectives. These results can be directly attributed to the ongoing conversion of its customer base in most markets from its traditional 6 - 7 annual service cycles to monthly service. This transition should contribute to future margin improvements. The recent introduction of its Total Lawn Care service and the SlowGrow Plus Program should also contribute to these improvements. Orkin Plantscaping will continue its program of location standardization and employee training while gaining a tighter control of expenses and resulting margins. 6 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, 1994 Rollins Protective Services (RPS) 1994 Versus 1993 Rollins Protective Services grew revenues 6.4% to $14.9 million with operating income improving 13.9% to $1.3 million. Operating margins increased to 8.9% from 8.4% last year. These results are the continuation of the positive new customer sales trend which began in the last half of 1993. There are several factors that contributed to this improvement, some of which include: an all time record sales month in March, and better employee and customer retention. RPS is also benefiting from a strengthened management team highlighted with the recent promotion of Paul Roman, formerly Vice President and Division Head, to President of RPS. All of these factors should assist in this division's growth and overall performance during the remainder of the year. FINANCIAL CONDITION (In thousands) March 31, December 31, 1994 1993 Cash and Short-Term Investments $ 25,817 $ 18,102 Marketable Securities 51,417 50,991 Working Capital $119,860 $117,528 Current Ratio 2.6 2.8 Cash Provided From Operations (Twelve Months Ended) $ 46,655 $ 40,034
At March 31, 1994 cash and short-term investments were $25.8 million, an increase of $7.7 million from December 31, 1993. The investment in marketable securities at March 31, 1994, was $51.4 million. At March 31, 1994 the current ratio was 2.6 and working capital was $119.9 million (an increase of $2.3 million or 2.0% compared to December 31, 1993). The Company has been debt-free since 1987. 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. 7 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, 1994 Trade receivables, net increased $1.0 million or 1.2% at March 31, 1994 compared with December 31, 1993. Trade receivables include installment receivables which are due subsequent to one year from the balance sheet date. These amounts were approximately $29.7 million and $28.7 million at the end of the March 31, 1994 and December 31, 1993, respectively. (Delinquency statistics, as a percentage of total receivables, have improved over the prior year). The increase in receivables is attributed to the continuing effect of a Orkin termite and Rollins Protective Services marketing programs, the increased average length and amount of an Orkin contract, and the overall increase in Company revenues of 7.2% for the quarter. During the first quarter of 1994, the Company adopted Statement of Financial Accounting Standard No. 115 (SFAS 115), "Accounting for Certain Investments in Debt and Equity Securities". Future unrealized gains and losses will likely occur, although their magnitude cannot be predicted and the effects on the Company's results are not expected to be material. 8 of 10 ROLLINS, INC. AND SUBSIDIARIES PART II. OTHER INFORMATION ROLLINS, INC. AND SUBSIDIARIES 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 26, 1994. The stockholders elected John W. Rollins and Gary W. Rollins as Class II Directors for the three year term expiring in 1997. Also, the stockholders approved the 1994 Employee Stock Incentive Plan (the "1994 Plan"). The 1994 Plan was adopted by the Board of Directors on January 25, 1994. An aggregate of 1,200,000 shares of Common Stock have been reserved for issuance under the 1994 Plan. The 1994 Plan provides for the granting to directors and key employees of the Company ("Participants") stock options, stock appreciation rights ("SARS") and /or other awards valued in whole or in part by reference to, or based upon, the Company's $1.00 par value Common Stock, including without limitation, restricted stock. The 1994 Plan will afford the Company latitude in tailoring incentive compensation to support corporate and business objectives, and to anticipate and respond to a changing business environment and competitive compensation practices. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (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 12, 1994 Rollins, Inc. (Registrant) /s/ GARY W. ROLLINS Gary W. Rollins President and Chief Operating Officer (Member of the Board of Directors) /s/ GENE L. SMITH Gene L. Smith Chief Financial Officer Secretary and Treasurer (Principal Financial and Accounting Officer) 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----