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): October 26, 2016

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

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 26, 2016, the Company issued a press release announcing its unaudited financial results for the third quarter and nine months ended September 30, 2016. The Company hereby incorporates by reference herein the information set forth in its Press Release dated October 26, 2016, 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.

Except for the historical information contained in this report, the statements made by the Company are forward-looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The Company’s future performance could differ significantly from the expectations of management and from results expressed or implied in the Press Release. See the risk factors contained in the Press Release for a discussion of certain risks and uncertainties that may impact such forward-looking statements. For further information on other risk factors, please refer to the “Risk Factors” contained in the Company’s Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission. The Company disclaims any obligation or duty to update or modify these forward-looking statements.

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release Dated October 26, 2016

2

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:  October 26, 2016	By:	/s/ Paul Edward Northen
	Name:	Paul Edward Northen
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

3

EX-99.1

Exhibit 99.1

For Further Information Contact

Eddie Northen (404) 888-2242

FOR IMMEDIATE RELEASE

ROLLINS, INC. REPORTS RECORD THIRD QUARTER AND NINE MONTHS 2016 FINANCIAL RESULTS

Company posts 42^nd consecutive quarter of improved revenue and earnings

ATLANTA, GEORGIA, October 26, 2016: Rollins, Inc. (NYSE:ROL), a premier global consumer and commercial services company, reported unaudited financial results for its third quarter and nine months ended September 30, 2016.

The Company recorded third quarter revenues of $424.0 million, an increase of 6.1% over the prior year’s $399.7 million. Rollins’ net income increased 10.2% to $49.7 million or $0.23 per diluted share for the third quarter ended September 30, 2016, compared to $45.0 million or $0.21 per diluted share for the same period in 2015.

Rollins’ revenues rose 5.8% for the first nine months of 2016 to $1.188 billion compared to $1.123 billion for the prior year. Net income for the first nine months of 2016 was $129.4 million, an increase of 7.4%, to $0.59 per diluted share compared to $120.4 million or $0.55 per diluted share for the same period last year.

Additionally, in the third quarter of 2016, the Company purchased 416,230 shares of the Company’s stock under its share repurchase program, 835,559 shares have been repurchased year-to-date. 5.1 million additional shares may be purchased under previous approval by the Board of Directors.

Commenting on the Company’s financial results, Gary W. Rollins, Vice Chairman and Chief Executive Officer of Rollins, Inc. stated, “We are very pleased with the financial results our Company reported for the third quarter. The strong growth we experienced across the Company reflects the positive benefits we are realizing from the investments we have made in marketing and sales training.”

Mr. Rollins, concluded, “Our progress in the first nine months of this year has been solid and we are optimistic about completing another successful year; one that includes gaining market share and enhanced service delivery to our customers. Our strategy and action plans have enabled us to grow our business both organically and through strategic acquisitions.”

Rollins, Inc. is a premier global consumer and commercial services company. Through its wholly owned subsidiaries, Orkin LLC., HomeTeam Pest Defense, Orkin Canada, Western Pest Services, Critter Control, Inc., The Industrial Fumigant Company, Trutech LLC., Rollins Australia, Waltham Services LLC., PermaTreat, RollinsUK, and Crane Pest Control, the Company provides essential pest control services and protection against termite damage, rodents and insects to more than two million customers in the United States, Canada, Central America, South America, the Caribbean, the Middle East, Asia, the Mediterranean, Europe, Africa, Mexico, and Australia from more than 700 locations. You can learn more about Rollins and its subsidiaries by visiting our web sites at www.orkin.com, www.pestdefense.com, www.westernpest.com, www.orkincanada.ca, www.crittercontrol.com, www.indfumco.com, www.trutechinc.com, www.allpest.com.au, www.walthamservices.com, www.permatreat.com, www.cranepestcontrol.com, www.murraypestcontrol.com.au, www.statewidepestcontrol.com.au,, www.safeguardpestcontrol.co.uk, and www.rollins.com. You can also find this and other news releases at www.rollins.com by accessing the news releases button.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about the Company’s ability to purchase 5.1 million shares under the previously approved share repurchase program; and the Company’s optimism about completing another successful year; one that includes gaining market share and enhanced service delivery to our customers. 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, economic and competitive conditions which may adversely affect the Company’s business; the degree of success of the Company’s pest and termite process, and pest control selling and treatment methods; the Company’s ability to identify and integrate potential acquisitions; climate and weather trends; competitive factors and pricing practices; the Company’s ability to attract and retain skilled workers, and 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. A more detailed discussion of potential risks facing the Company can be found in the Company’s Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2015.

ROL-Fin

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

At September 30, (unaudited)	2016		2015
ASSETS
Cash and cash equivalents	$	139,263	$	134,310
Trade accounts receivables, net		99,113		90,782
Financed receivables, net		15,984		14,211
Materials and supplies		13,787		12,964
Other current assets		31,759		24,695
Total Current Assets		299,906		276,962
Equipment and property, net		134,166		115,731
Goodwill		260,154		248,792
Customer contracts and other intangible assets, net		161,885		142,640
Deferred income taxes, net		32,749		50,449
Financed receivables, long-term, net		16,282		14,217
Other assets		16,373		13,548
Total Assets	$	921,515	$	862,339
LIABILITIES
Accounts payable	$	26,436	$	21,092
Accrued insurance, current		26,544		31,192
Accrued compensation and related liabilities		72,569		74,138
Unearned revenue		110,848		105,725
Other current liabilities		35,249		32,727
Total Current Liabilities		271,646		264,874
Accrued insurance, less current portion		32,443		21,866
Accrued pension		6,320		24,538
Long-term accrued liabilities		36,877		31,631
Total Liabilities		347,286		342,909
STOCKHOLDERS’ EQUITY
Common stock		217,830		218,591
Retained earnings and other equity		356,399		300,839
Total stockholders’ equity		574,229		519,430
Total Liabilities and Stockholders’ Equity	$	921,515	$	862,339

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share data)

(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
REVENUES
Customer services	$	423,994		$	399,746		$	1,187,863		$	1,122,805
COSTS AND EXPENSES
Cost of services provided		205,608			195,489			579,353			553,741
Depreciation and amortization		13,083			11,156			37,073			33,182
Sales, general and administrative		125,407			121,944			364,207			346,141
Gain on sale of assets, net		(52	)		(1,255	)		(720	)		(1,504	)
Interest income, net		(18	)		(21	)		(156	)		(134	)
		344,028			327,313			979,757			931,426
INCOME BEFORE INCOME TAXES		79,966			72,433			208,106			191,379
PROVISION FOR INCOME TAXES		30,315			27,387			78,744			70,979
NET INCOME	$	49,651		$	45,046		$	129,362		$	120,400
NET INCOME PER SHARE - BASIC AND DILUTED	$	0.23		$	0.21		$	0.59		$	0.55
Weighted average shares outstanding - basic and diluted		218,039			218,594			218,386			218,583

(( CONFERENCE CALL ANNOUNCEMENT ((

Rollins, Inc.

(NYSE: ROL)

 

Management will hold a conference call to discuss

Third Quarter and Nine Months 2016 results on

Wednesday, October 26, 2016 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 800-905-0392 domestic;

785-830-1913 international
at least 5 minutes before start time.

REPLAY: available through November 2, 2016

Please dial 888-203-1112/719-457-0820, Passcode: 6530216

THIS CALL CAN ALSO BE ACCESSED THROUGH THE INTERNET AT

www.viavid.com

Questions?

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

Or email to salphonso@mww.com