UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10–Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

 

Commission File Number 1-4422

ROLLINS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	51-0068479
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

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

(Address of principal executive offices)

 

30324

(Zip Code)

 

(404) 888-2000

(Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x   No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes

o

No

x

 

Rollins, Inc. had 218,008,975 shares of its $1 par value Common Stock outstanding as of April 15, 2017.

ROLLINS, INC. AND SUBSIDIARIES

PART 1 FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF MARCH 31, 2017 AND DECEMBER 31, 2016
(in thousands except share data)

		March 31,				December 31,
		2017				2016
		(unaudited)
ASSETS
Cash and cash equivalents		$	162,478			$	142,785
Trade receivables, net of allowance for doubtful accounts of $9,118 and $11,443, respectively			85,178				88,490
Financed receivables, short-term, net of allowance for doubtful accounts of $1,717 and $1,727, respectively			15,177				15,968
Materials and supplies			14,736				13,724
Other current assets			28,186				29,204
Total current assets			305,755				290,171
Equipment and property, net			132,101				133,477
Goodwill			257,612				255,665
Customer contracts			115,262				117,466
Other intangible assets			43,784				44,310
Financed receivables, long-term, net of allowance for doubtful accounts of $1,430 and $1,430, respectively			16,344				16,748
Deferred income taxes			36,414				41,877
Other assets			17,593				16,824
Total assets		$	924,865			$	916,538
LIABILITIES
Accounts payable		$	31,946			$	30,284
Accrued insurance			26,938				26,201
Accrued compensation and related liabilities			60,338				75,839
Unearned revenues			104,325				99,820
Other current liabilities			43,968				44,847
Total current liabilities			267,515				276,991
Accrued insurance, less current portion			32,327				32,023
Accrued pension			2,506				2,880
Long-term accrued liabilities			38,966				36,099
Total liabilities			341,314				347,993
Commitments and Contingencies
STOCKHOLDERS’ EQUITY
Preferred stock, without par value; 500,000 shares authorized, zero shares issued			—				—
Common stock, par value $1 per share; 375,000,000 shares authorized, 218,008,975 and 217,791,511 shares issued and outstanding, respectively			218,009				217,792
Treasury stock, par value $1 per share; 0 and 0 shares, respectively			—				—
Paid in capital			73,022				77,452
Accumulated other comprehensive loss			(66,068	)			(70,075	)
Retained earnings			358,588				343,376
Total stockholders’ equity			583,551				568,545
Total liabilities and stockholders’ equity		$	924,865			$	916,538

The accompanying notes are an integral part of these condensed consolidated financial statements.

ROLLINS, INC. AND SUBSIDIARIES

 

  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016
(in thousands per except share data)
(unaudited)

 

		Three Months Ended
		March 31,
		2017				2016
REVENUES
Customer services		$	375,247			$	352,736
COSTS AND EXPENSES
Cost of services provided			189,163				177,802
Depreciation and amortization			13,771				11,640
Sales, general and administrative			115,154				112,255
Gain on sale of assets, net			(26	)			(89	)
Interest income, net			(73	)			(50	)
INCOME BEFORE INCOME TAXES			57,258				51,178
PROVISION FOR INCOME TAXES			16,988				19,250
NET INCOME		$	40,270			$	31,928
NET INCOME PER SHARE - BASIC AND DILUTED		$	0.18			$	0.15
DIVIDENDS PAID PER SHARE		$	0.115			$	0.10
Weighted average participating shares outstanding -basic and diluted			217,971				218,686

The accompanying notes are an integral part of these condensed consolidated financial statements.

ROLLINS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016
(in thousands)
(unaudited)

 

		Three Months Ended
		March 31,
		2017				2016
NET INCOME		$	40,270			$	31,928
Other comprehensive earnings (loss), net of tax
Foreign currency translation adjustments			4,007				9,892
Other comprehensive earnings (loss)			4,007				9,892
Comprehensive earnings		$	44,277			$	41,820

The accompanying notes are an integral part of these condensed consolidated financial statements.

ROLLINS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Rollins, Inc. and Subsidiaries

(In thousands) (unaudited)                  

																						Accumulated
																						Other
		Common Stock								Treasury								Paid-				Comprehensive				Retained
		Shares				Amount				Shares				Amount				In-Capital				Income / (Loss)				Earnings				Total
Balance at December 31, 2015			218,753			$	218,753				(200	)		$	(200	)		$	69,762			$	(71,178	)		$	306,892			$	524,029
Net Income																											167,369				167,369
Other Comprehensive Income, Net of Tax
Pension Liability Adjustment			—				—				—				—				—				1,705				—				1,705
Foreign Currency Translation Adjustments			—				—				—				—				—				(602	)			—				(602	)
Cash Dividends			—				—				—				—				—				—				(109,002	)			(109,002	)
Common Stock Purchased (1)			(836	)			(836	)			—				—				—				—				(21,883	)			(22,719	)
Common Stock Retired			(200	)			(200	)			200				200																—
Stock Compensation			388				388				—				—				12,027				—				—				12,415
Employee Stock Buybacks			(313	)			(313	)			—				—				(8,036	)			—				—				(8,349	)
Excess Tax Benefit on Share-based payments			—				—				—				—				3,699				—				—				3,699
Balance at December 31, 2016			217,792				217,792				—				—				77,452				(70,075	)			343,376				568,545
Net Income																											40,270				40,270
Other Comprehensive Income, Net of Tax
Foreign Currency Translation Adjustments			—				—				—				—				—				4,007				—				4,007
Cash Dividends			—				—				—				—				—				—				(25,058	)			(25,058	)
Stock Compensation			435				435				—				—				2,832				—				—				3,267
Employee Stock Buybacks			(218	)			(218	)			—				—				(7,262	)			—				—				(7,480	)
Balance at March 31, 2017			218,009				218,009				—				—				73,022				(66,068	)			358,588				583,551

 

(1) Charges to Retained Earnings are from purchases of the Company’s Common Stock.          

  The accompanying notes are an integral part of these consolidated financial statements.

ROLLINS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND 2016

(in thousands)

(unaudited)

 

		Three Months Ended
		March 31,
		2017				2016
OPERATING ACTIVITIES
Net income		$	40,270			$	31,928
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			13,771				11,640
Provision for deferred income taxes			5,462				4,167
Provision for bad debts			61				610
Stock - based compensation expense			3,267				3,325
Excess tax benefits from share-based payments			—				(3,019	)
Other, net			(130	)			2
Changes in operating assets and liabilities			(4,654	)			(7,309	)
Net cash provided by operating activities			58,047				41,344
INVESTING ACTIVITIES
Cash used for acquisitions of companies, net of cash acquired			(3,020	)			(21,109	)
Purchases of equipment and property			(5,454	)			(8,956	)
Proceeds from sales of franchises			168				37
Other			61				93
Net cash used in investing activities			(8,245	)			(29,935	)
FINANCING ACTIVITIES
Cash paid for common stock purchased			(7,480	)			(8,779	)
Dividends paid			(25,058	)			(21,855	)
Excess tax benefits from share-based payments			—				3,019
Net cash used in financing activities			(32,538	)			(27,615	)
Effect of exchange rate changes on cash			2,429				12,870
Net increase/(decrease) in cash and cash equivalents			19,693				(3,336	)
Cash and cash equivalents at beginning of period			142,785				134,574
Cash and cash equivalents at end of period		$	162,478			$	131,238

The accompanying notes are an integral part of these condensed consolidated financial statements. 

ROLLINS, INC. AND SUBSIDIARIES

 

NOTE 1.

BASIS OF PREPARATION AND OTHER

 

Basis of Preparation -The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. There has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of Rollins, Inc. (the “Company”) for the year ended December 31, 2016. Accordingly, the quarterly condensed consolidated financial statements and related disclosures herein should be read in conjunction with the 2016 Annual Report on Form 10-K.

 

The preparation of interim financial statements requires management to make estimates and assumptions for the amounts reported in the condensed consolidated financial statements. Specifically, the Company makes estimates in its interim condensed consolidated financial statements for the termite accrual which includes future costs including termiticide life expectancy and government regulations, the insurance accrual which includes self-insurance and worker’s compensation, inventory adjustments, discounts and volume incentives earned, among others.

 

In the opinion of management, all adjustments necessary for a fair presentation of the Company’s financial results for the interim periods have been made. These adjustments are of a normal recurring nature. The results of operations for the three month period ended March 31, 2017 are not necessarily indicative of results for the entire year.

 

The Company has only one reportable segment, its pest and termite control business. The Company’s results of operations and its financial condition are not reliant upon any single customer, or a few customers, or the Company’s foreign operations.

 

NOTE 2.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently adopted accounting standards

 

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. The amendments in this update are effective for the Company’s financial statements issued for annual periods beginning after December 15, 2016, and interim periods within annual periods. The Company adopted this standard during the quarter ended March 31, 2017 and applied these provisions prospectively. See Management’s Discussion and Analysis for a summary of the impact of such adoption.

 

Recently issued accounting standards to be adopted in 2017 or later

 

REVENUE RECOGNITION:

 

The Financial Accounting Standards Board and International Accounting Standards Board issued their converged standard on revenue recognition in May 2014. The standard provides a comprehensive, industry-neutral revenue recognition model intended to increase financial statement comparability across companies and industries and significantly reduce the complexity inherent in today’s revenue recognition guidance. The various ASUs related to Revenue from Contracts with Customers (Topic 606) have been listed below:

 

·	ASU No. 2014-09. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services using a five step process.
·	ASU No. 2015-14. Deferred the effective date of ASU 2014-09 for all entities by one year to the first quarter of 2018 with early application permitted.
·	ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments provide guidance on whether an entity is a principal or agent when providing services to a customer along with another party.
·	ASU No. 2016-10, Identifying Performance Obligations and Licensing. The amendments clarify the earlier guidance on identifying performance obligations and licensing implementation.
·	ASU No. 2016-11, Rescission of SEC Guidance Because of ASUs 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. This ASU rescinds certain SEC guidance related to issues that are currently codified under various topics.
·	ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients. The amendments provide clarifying guidance on certain aspects of the five step process and practical expedients regarding the effect of modifications and status of completed contracts under legacy GAAP and disclosures related to the application of this guidance using the modified retrospective or retrospective transition method.

ROLLINS, INC. AND SUBSIDIARIES

 

·

ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The amendments in ASU 2016-20 affect narrow aspects of the guidance issued in ASU 2014-09 and includes among others, loan guarantees, impairment testing of contract costs, performance obligations disclosures and accrual of advertising costs.

  

Current Status of implementation:

The Company is currently analyzing the effect of the standard across all of its revenue streams to evaluate the impact of the new standard on revenue contracts. This includes reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements under the new standard. Most of the Company’s services are primarily short-term in nature, and the assessment at this stage is that the Company does not expect the adoption of the new revenue recognition standard to have a material impact on its financial statements. The Company plans to adopt the standard in the first quarter of 2018 using the modified retrospective method by recognizing the cumulative effect of initially applying the new standard as an adjustment to the opening balance of retained earnings. The Company intends to engage a consultant to assist the Company with implementation of this standard.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, which require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The ASU also will require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative information. The amendments in this update are effective for the Company’s financial statements issued for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2018. Earlier application is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flow Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in this update are effective for the Company’s financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods. Earlier adoption is permitted for any entity in any interim or annual reporting period. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. The amendments in the update are effective for the Company’s financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. We do not expect this standard to have a material impact on the Company’s reported results of operations or financial position.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of today’s goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on today’s Step 1). The standard in this update is effective for the Company’s financial statements issued for fiscal years beginning in 2020. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. We do not expect this standard to have a material impact on the Company’s reported results of operations or financial position.

 

In February 2017, the FASB issued Accounting Standards Update No. 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965), Employee Benefit Plan Master Trust Reporting (“ASU 2017-06”). ASU 2017-06 relates primarily to the reporting by an employee benefit plan (a plan) for its interest in a master trust. A master trust is a trust for which a regulated financial institution (bank, trust company, or similar financial institution that is regulated, supervised, and subject to periodic examination by a state or federal agency) serves as a trustee or custodian and in which assets of more than one plan sponsored by a single employer or by a group of employers under common control are held. Under Topic 960, investments in master trusts are presented in a single line item in the statement of net assets available for benefits. Similar guidance is not provided in Topic 962 or 965, which has resulted in diversity in practice. For each master trust in which a plan holds an interest, the amendments in ASU 2017-06 require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments in ASU 2017-06 are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted.  An entity should apply the amendments in ASU 2017-06 retrospectively to each period for which financial statements are presented. We do not expect this standard to have a material impact on the Company’s reported results of operations or financial position.

ROLLINS, INC. AND SUBSIDIARIES

 

In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”). The update requires employers to present the service cost component of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising from services rendered during the period. The other components of net benefit cost, including interest cost, expected return on plan assets, amortization of prior service cost/credit and actuarial gain/loss, and settlement and curtailment effects, are to be presented outside of any subtotal of operating income. Employers will have to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement. ASU 2017-07 is effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. We do not expect this standard to have a material impact on the Company’s reported results of operations or financial position.

 

NOTE 3.              EARNINGS PER SHARE

The Company follows ASC 260, Earnings Per Share (ASC 260) that requires the reporting of both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income available to participating common stockholders by the weighted average number of participating common shares outstanding for the period.

 

Basic and diluted earnings per share attributable to common and restricted shares of common stock for the period were as follows:

		Three Months Ended
		March 31,
		2017				2016
Basic and diluted earnings per share
Common stock		$	0.18			$	0.15
Restricted shares of common stock		$	0.18			$	0.15

NOTE 4.              CONTINGENCIES

In the normal course of business, certain of the Company’s subsidiaries are defendants in a number of lawsuits, claims or arbitrations which allege that the subsidiaries’ services caused damage.  In addition, the Company defends employment related cases and claims from time to time. We are involved in certain environmental matters primarily arising in the normal course of business. We are actively contesting each of these matters. 

On December 2, 2014, Plaintiff Killian Pest Control sued Rollins, Inc. and its subsidiary HomeTeam Pest Defense alleging that HomeTeam’s exclusive use of its “tubes in the walls” system violates the federal Sherman Antitrust Act, and California’s Cartwright Act and Business and Professions Code. Plaintiffs seek a declaratory judgment that the alleged misconduct violates the Sherman and Cartwright Acts, and the Business and Professions Code; a permanent injunction against continuing alleged violations; and monetary damages. The lawsuit is pending in the United States District Court, Northern District of California. Because discovery remains open and there are unresolved questions of fact and law, the Company cannot currently estimate the loss, if any, and intends to defend this matter vigorously.

On December 2, 2014, Plaintiff Jose Luis Garnica, on behalf of himself and a class of similarly situated customers, sued Rollins, Inc. and its subsidiary HomeTeam Pest Defense alleging that HomeTeam’s exclusive use of its “tubes in the walls” system violates the federal Sherman Antitrust Act. A second Plaintiff, Cora Potter, subsequently was added. Plaintiffs seek a declaratory judgment that the alleged misconduct violates the Sherman Act; a permanent injunction against continuing violations; and monetary damages. On February 3, 2017, the Court issued an order denying Plaintiffs’ Motion for Class Certification. At a hearing on February 9, 2017, the Court granted Plaintiffs leave to seek certification of a class of customers limited to their own geographic market, the Bakersfield, California area. The lawsuit is pending in the United States District Court, Northern District of California. Because discovery remains open and there are unresolved questions of fact and law, the Company cannot currently estimate the loss, if any, and intends to defend this matter vigorously.

Management does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate will have a material adverse effect on the Company’s financial position, results of operations or liquidity; however, it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual quarter or year.

ROLLINS, INC. AND SUBSIDIARIES

 

NOTE 5.

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company’s financial instruments consist of cash and cash equivalents, trade receivables, notes receivable, accounts payable and other short-term liabilities. The carrying amounts of these financial instruments approximate their fair values.  The Company has a Revolving Credit Agreement with SunTrust Bank and Bank of America, N.A. for an unsecured line of credit of up to $175.0 million, which includes a $75.0 million letter of credit subfacility and a $25.0 million swingline subfacility. There were no outstanding borrowings at March 31, 2017 and December 31, 2016.

 

NOTE 6.

STOCKHOLDERS’ EQUITY

During the three months ended March 31, 2017 the Company paid $25.0 million or $0.115 per share in cash dividends compared to $21.9 million or $0.10 per share during the same period in 2016.

The Company did not repurchase shares of its common stock from the open market during the first three months of 2017 compared to the repurchase of approximately 54,000 shares at a weighted average price of $24.77 during the first three months of 2016.

The Company repurchased $7.5 million and $7.4 million of common stock for the three months ended March 31, 2017 and 2016, respectively, from employees for the payment of taxes on vesting restricted shares.

As more fully discussed in Note 15 of the Company’s notes to the consolidated financial statements in its 2016 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 Company issues new shares from its authorized but unissued share pool. At March 31, 2017, approximately 4.3 million shares of the Company’s common stock were reserved for issuance.

Time Lapse Restricted Shares and Restricted Stock Units

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

		Three Months Ended
		March 31,
(in thousands)		2017				2016
Time lapse restricted stock:
Pre-tax compensation expense		$	3,267			$	3,325
Tax benefit			(1,264	)			(1,287	)
Restricted stock expense, net of tax		$	2,003			$	2,038

The Company adopted the amendments of Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting during its first quarter of 2017. Accordingly, the Company did not recognize a deferred tax benefit for the first quarter of 2017. A deferred tax benefit of $3.0 million was recognized during the 1st quarter ended March 31, 2016 and a deferred tax benefit of approximately $3.7 million was recognized for the year ended December 31, 2016, related to the vesting of restricted shares which have been recorded as increases to paid-in capital.

The following table summarizes information on unvested restricted stock outstanding as of March 31, 2017:

 

		Number of Shares				Weighted-Average Grant-Date Fair Value
Unvested Restricted Stock Units at December 31, 2016			2,261			$	20.21
Forfeited			(13	)			22.03
Vested			(626	)			16.87
Granted			448				33.80
Unvested Restricted Stock Units at March 31, 2017			2,070			$	24.15

  

At March 31, 2017 and December 31, 2016, the Company had $41.6 million and $29.9 million of total unrecognized compensation cost, respectively, related to time-lapse restricted shares that are expected to be recognized over a weighted average period of approximately 4.1 years and 3.8 years, respectively.

ROLLINS, INC. AND SUBSIDIARIES

 

NOTE 7.

PENSION AND POST RETIREMENT BENEFIT PLANS

The following table represents the net periodic pension benefit costs and related components in accordance with FASB ASC 715 “Compensation - Retirement Benefits”:

 

Components of Net Pension Benefit Gain
		Three Months Ended
		March 31,
(in thousands)		2017				2016
Interest and service cost		$	2,138			$	2,350
Expected return on plan assets			(3,342	)			(3,305	)
Amortization of net loss			830				816
Net periodic benefit		$	(374	)		$	(139	)

During the three months ended March 31, 2017 and the same period in 2016 the Company made no contributions respectively to its defined benefit retirement plans (the “Plans”). The Company made $3.3 million in contributions for the year ended December 31, 2016. The Company is planning on making further contributions to the Plans during the fiscal year ending December 31, 2017 of approximately $5.5 million.

 

NOTE 8.

BUSINESS COMBINATIONS

 

The Company made five acquisitions during the three month period ended March 31, 2017, and 34 acquisitions for the year ended December 31, 2016, respectively, as disclosed on various press releases and related Form 8-Ks.

 

The preliminary values of major classes of assets acquired and liabilities assumed recorded at the date of acquisition, as adjusted during the valuation period, are included in the reconciliation of the total consideration as follows (in thousands):

 

 

		March 31,
		2017
Accounts receivable		$	136
Materials and supplies			78
Equipment and property			185
Customer contracts			3,291
Other intangible assets			9
Current liabilities			(700	)
Other assets and liabilities, net			21
Total cash purchase price		$	3,020

 

Goodwill from acquisitions represents the excess of the purchase price over the fair value of net assets of businesses acquired. The carrying amount of goodwill was $257.6 million and $255.7 million at March 31, 2017 and December 31, 2016, respectively. Goodwill generally changes due to the timing of acquisitions, finalization of allocation of purchase prices of previous acquisitions and foreign currency translations. The carrying amount of goodwill in foreign countries was $44.6 million at March 31, 2017 and $42.7 million at December 31, 2016.

 

The Company completed its most recent annual impairment analyses as of September 30, 2016. Based upon the results of these analyses, the Company has concluded that no impairment of its goodwill or other intangible assets was indicated.

 

The carrying amount of customer contracts was $115.3 million and $117.5 million at March 31, 2017 and December 31, 2016, respectively, and the carrying amount of other intangible assets was $43.8 million and $44.3 million at March 31, 2017 and December 31, 2016, respectively. The carrying amount of customer contracts in foreign countries was $30.9 million and $29.7 million at March 31, 2017 and December 31, 2016, respectively and the carrying amount of other intangible assets in foreign countries was $3.8 million at both March 31, 2017 and December 31, 2016.

ROLLINS, INC. AND SUBSIDIARIES

 

Customer contracts and other amortizable intangible assets are amortized on a straight-line basis over their economic useful lives. The following table sets forth the components of intangible assets as of March 31, 2017 (in thousands):

  

		Carrying				Useful Life
Intangible Asset		Value				in Years
Customer contracts		$	115,262				3 - 12.5
Trademarks and tradenames			32,607				0 - 20
Non-compete agreements			4,383				3 - 20
Patents			2,950				15
Other assets			1,617				10
Internet domains			2,227				n/a
Total customer contracts and other intangible assets		$	159,046

 

NOTE 9.              DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

 

The Company is exposed to certain risk arising from both its business operations and economic conditions. To manage this risk, the Company enters into derivative financial instruments from time to time. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into derivative financial instruments from time to time to protect the value or fix the amount of certain obligations in terms of its functional currency, the US dollar.

Hedges of Foreign Exchange Risk

 

The Company is exposed to fluctuations in various foreign currencies against its functional currency, the US dollar. The Company uses foreign currency derivatives, specifically vanilla foreign currency forwards, to manage its exposure to fluctuations in the USD-CAD and AUD-USD exchange rates. Currency forward agreements involve fixing the foreign currency exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in US dollars for their fair value at or close to their settlement date.

 

The Company does not currently designate any of these foreign exchange forwards under hedge accounting, but rather reflects the changes in fair value immediately in earnings. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to foreign exchange rates. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and were equal to a gain of $30,000 for the quarter ended March 31, 2017 and a loss of $469,000 for the three months ended March 31, 2016. As of March 31, 2017, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships (in thousands except for number of instruments):

 

Non-Designated Derivative Summary
		Number of Instruments				Sell Notional				Buy Notional
FX Forward Contracts
Sell AUD/Buy USD Fwd Contract			6			$	1,275			$	960
Sell CAD/Buy USD Fwd Contract			8			$	8,150			$	6,179
Total			14							$	7,139

ROLLINS, INC. AND SUBSIDIARIES

 

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Balance Sheet as of March 31, 2017 and December 31, 2016 (in thousands):

 

		Tabular Disclosure of Fair Values of Derivative Instruments
		Derivatives Asset								Derivative Liabilities
		Fair Value as of:
		March 31,				December 31,				March 31,				December 31,
		2017				2016				2017				2016
Designated as Hedging Instruments
FX Forward Contracts
Balance Sheet Location			Other Assets				Other Assets				Other Current Liabilities				Other Current Liabilities
Sell AUD/Buy USD Fwd Contract		$	0			$	0			$	8			$	0
Sell CAD/Buy USD Fwd Contract		$	36			$	0			$	13			$	0
Total		$	36			$	0			$	21			$	0

 

The table below presents the effect of the Company’s derivative financial instruments on the Income Statement as of March 31, 2017 and March 31, 2016 (in thousands):

		Effect of Derivative Instruments on the Income Statement for Derivatives Not Designated as Hedging Instruments for the Three Months Ended March 31, 2017 and 2016
				Amount of Gain or (Loss)
		Location of Gain or		Recognized in Income
Derivatives Not Designated as Hedging Instruments		(Loss) Recognized  in Income		Three Months Ended March 31,
				2017				2016
Sell AUD/Buy USD Fwd Contract		Other Inc/Exp		$	(8	)		$	(35	)
Sell CAD/Buy USD Fwd Contract		Other Inc/Exp			38				(545	)
Total				$	30			$	(580	)

  

The table below presents the total fair value classification within the fair value hierarchy for the complete portfolio of derivative transactions at March 31, 2017 (in thousands):

 

		Recurring Fair Value Measurements
		Quoted Prices in Active
		Markets for Identical								Significant Other								Significant
		Assets and Liabilities								Observable Inputs								Unobservable Inputs
		(Level 1)								(Level 2)								(Level 3)								Total Fair Value at As of
		March 31,								March 31,								March 31,								March 31,
		2017				2016				2017				2016				2017				2016				2017				2016
Assets
Derivative Financial Instruments		$	0			$	0			$	36			$	0			$	0			$	0			$	36			$	0
Liabilities
Derivative Financial Instruments		$	0			$	0			$	(21	)		$	(469	)		$	0			$	0			$	(21	)		$	(469	)

  

As of March 31, 2017, the fair value of derivatives in a net asset position was $15,000 inclusive of counterparty credit risk. As of the balance sheet date, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at March 31, 2017, it could have been required to settle its obligations under the agreements at their termination value of $15,000.

ROLLINS, INC. AND SUBSIDIARIES

 

NOTE 10.            SUBSEQUENT EVENTS

 

On April 25, 2017: Rollins, Inc. (NYSE:ROL), a premier global consumer and commercial services company announced that the Board of Directors declared a regular quarterly cash dividend on its common stock of $0.115 per share payable June 9, 2017 to stockholders of record at the close of business May 10, 2017.

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

On April 26, 2017, the Company reported its 44^th consecutive quarter of improved revenue and earnings. Net income was $40.3 million for the first quarter ended March 31, 2017, as compared to $31.9 million for the prior year quarter, a 26.1% improvement.  Revenues increased by 6.4% to $375.2 million for the first quarter 2017 as compared to $352.7 million for the prior year first quarter.  The Company saw a negative impact on the exchange rate of the Canadian and Australian dollars and British pounds to U.S. dollars reducing revenues and pre-tax earnings by $1.4 million and $1.5 million, in 2017 and 2016, respectively. Earnings for the quarter ended March 31, 2017 increased to $0.18 per diluted share, as compared to $0.15 per diluted share for the same period in 2016.

 

A portion of the Company’s higher net income was due to a tax benefit of approximately $4.3 million as result of adoption of the Accounting Standards Update (ASU) 2016-09, which was recently issued by the Financial Accounting Standards Board, addressing the accounting of employee share-based payments in the first quarter 2017. Excluding this tax benefits in the first quarter, net income increased approximately 12.7% to $36.0 million or $0.17 per diluted share. See the reconciliation of this non-GAAP measure below.

Reconciliation of Non-GAAP Financial Measure:

 

Rollins has used the non-GAAP financial measure of earnings excluding the tax benefit of the adoption of ASU 2016-09 addressing the accounting of employee share-based payments. Earnings excluding the tax benefit of the adoption of ASU 2016-09 should not be considered in isolation or as a substitute for operating income, net income or other performance measures prepared in accordance with U.S. GAAP. Rollins uses Earnings excluding the tax benefit of the adoption of ASU 2016-09 as a measure of operating performance because it allows us to compare performance consistently over various periods without regard to changes in our capital structure. 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 Earnings excluding the tax benefit of the adoption of ASU 2016-09 with Net Income, the most comparable GAAP measure. This reconciliation also appears on Rollins’ investor website, which can be found on the Internet at www.rollins.com.

 

Periods ended, (Unaudited)		Three Months Ended,
(in thousands except per share data)		March 31, 2017				March 31, 2016				Increase				% Increase
Net Income (as reported)		$	40,270			$	31,928			$	8,342				26.1	%
Less:
Tax benefit of the adoption of ASU 2016-09			(4,292	)			—				(4,292	)			N/A
Earnings excluding the tax benefit of the adoption of ASU 2016-09		$	35,978			$	31,928			$	4,050				12.7	%
Earnings per share excluding the tax benefit of the adoption of ASU 2016-09  basic and diluted		$	0.17			$	0.15			$	0.02				13.1	%
Basic and diluted shares outstanding			217,971				218,686				(715	)			-0.3	%

ROLLINS, INC. AND SUBSIDIARIES

 

During the quarter, the Company announced that its wholly-owned subsidiary, HomeTeam Pest Defense had performed its one millionth TAEXX Tubes in the Wall® installation. TAEXX is installed while a home is being constructed. HomeTeam has relationships with more than 1,000 home builders nationwide, ranging from the top 10 national home builders to regional and local customer home builders. For most of our national home builder partners, TAEXX is included as a standard feature in their homes. We are proud of HomeTeam and proud to be a part of this accomplishment.

 

Rollins continued its solid financial performance generating $58.0 million in cash from operations year to date. 

Results of Operations:

 

THREE MONTHS ENDED MARCH 31, 2017 COMPARED TO THREE MONTHS ENDED MARCH 31, 2016

 

Revenue

Revenues for the first quarter ended March 31, 2017 increased $22.5 million or 6.4% to $375.2 million compared to $352.7 million for the first quarter ended March 31, 2016.  Growth occurred across all service lines. Substantially all of this increase in revenues was due to growth in customers and pricing while approximately 1% of the increase was attributable to acquisitions made within the last twelve months.

 

The Company has three primary service offerings: commercial, residential and termite including ancillary services. During the first quarter ended March 31, 2017, commercial pest control revenue approximated 41% of the Company’s revenues, residential pest control approximated 41% of the Company’s revenues, and termite and ancillary service revenue approximated 18% of the Company’s revenues. Comparing first quarter 2017 to first quarter 2016, the Company’s commercial pest control revenue grew 5.3%, residential pest control revenue grew 7.0%, and termite and ancillary services revenue grew 7.5%.  Foreign operations accounted for approximately 8% and 7% of total revenues during the first quarters of 2017 and 2016, respectively.

 

Revenues are impacted by the seasonal nature of the Company’s pest and termite control services. The increase in pest activity, as well as the metamorphosis of termites in the spring and summer (the occurrence of which is determined by the change in seasons), has historically resulted in an increase in the Company’s revenues as evidenced by the following chart:

 

Consolidated Net Revenues
(in thousands)
		2017				2016				2015
First Quarter		$	375,247			$	352,736			$	330,909
Second Quarter			—				411,133				392,150
Third Quarter			—				423,994				399,746
Fourth Quarter			—				385,614				362,500
Year ended December 31,		$	375,247			$	1,573,477			$	1,485,305

 

Cost of Services Provided

Cost of Services provided for the first quarter ended March 31, 2017 increased $11.4 million or 6.4%, compared to the quarter ended March 31, 2016. Gross margin for the quarter remained flat at 49.6% for the first quarter compared to the prior year first quarter. The margin for the quarter benefited from improved efficiencies in routing and scheduling technology which also helped to lower salaries as a percent of revenue as there was a decrease in service salaries and administrative salaries as a percent of revenues from the prior year. Personnel related expenses were down as a percent of revenue as group insurance expense was down quarter-over-quarter marginally. Insurance and claims were flat to prior year as we emphasize safety in all areas. The gains the Company experienced were offset by higher gasoline expenses as the price per gallon rose, leased vehicle costs, and accrued expenses. The Company experienced good cost controls across most spending categories.

 

Depreciation and Amortization

Depreciation and Amortization expenses for the first quarter ended March 31, 2017 increased $2.1 million to $13.8 million, an increase of 18.3%. Depreciation increased due to expenditures associated with the 2016 rollout of BOSS as well as acquisitions and equipment purchases while amortization of intangible assets increased due to amortization of customer contracts included in various acquisitions.

 

Sales, General and Administrative

Sales, General and Administrative Expenses for the first quarter ended March 31, 2017 increased $2.9 million or 2.6%, to 30.7% of revenues, down 1.1 percentage points from 31.8% for the first quarter ended March 31, 2016.  The decrease in the percent of revenue is due to lower administrative salaries as percent of revenues as we maintain a quality support center staff while continuing to grow revenues. The Company experienced reduced personnel related expenses from lower group insurance costs and reduced telephone costs due to a change of data service providers. As planned, the Company experienced increased sales salaries and advertising expenses directed toward increased revenue production and higher use of outside contractors to develop and maintain the BOSS system, the Company’s customer relationship management system.

ROLLINS, INC. AND SUBSIDIARIES

 

Gain on Sale of assets, Net

Gain on sales of assets, net was a net gain of $26,000 for the first quarter ended March 31, 2017, down from $89,000 prior year. The gains were for the sales of Company owned vehicles and equipment.

 

Income Taxes

Income Taxes for the first quarter ended March 31, 2017 decreased $2.3 million or 11.8% to $17.0 million from $19.3 million reported for first quarter ended March 31, 2016. The Company adopted the amendments of Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting in the first quarter of 2017. Accordingly, excess tax benefits of $4.3 million related to share based payment award transactions were recognized as a component of income tax expense rather than equity. The effective tax rate was 29.7% for the first quarter ended March 31, 2017 and 37.6% for the first quarter ended March 31, 2016 primarily due to differences in tax credits, state tax rates and the adoption of ASU 2016-09.

 

Liquidity and Capital Resources

The Company believes its current cash and cash equivalents balances, future cash flows expected to be generated from operating activities and available borrowings under its $175.0 million credit facility will be sufficient to finance its current operations and obligations, and fund expansion of the business for the foreseeable future. The Company’s operating activities generated net cash of $58.0 million and $41.3 million for the three months ended March 31, 2017, and 2016, respectively. During the three months ended March 31, 2017 and 2016, the Company made no contributions to its defined benefit retirement plans (the “Plans”). The Company is planning on making further contributions of $5.5 million to the Plans during the fiscal year ending December 31, 2017. In the opinion of management, Plan contributions will not have a material effect on the Company’s financial position, results of operations or liquidity for 2017.

 

The Company invested approximately $5.5 million in capital expenditures, exclusive of expenditures for business acquisitions, during the three months ended March 31, 2017, compared to $9.0 million during the same period in 2016, and expects to invest approximately $22.0 million for the remainder of 2017. Capital expenditures for the first three months consisted primarily of the purchase of operating equipment replacements and technology related projects. During the three months ended March 31, 2017, the Company made expenditures for acquisitions totaling $3.0 million, compared to $21.1 million during the same period in 2016. A total of $25.1 million was paid in cash dividends ($0.115 per share) during the first three months of 2017, compared to $21.9 million or ($0.10 per share) during the same period in 2016. On April 25, 2017, the Company announced that the Board of Directors declared a regular quarterly cash dividend on its common stock of $0.115 per share payable June 9, 2017 to stockholders of record at the close of business May 10, 2017 to be funded with existing cash balances. The Company expects to continue to pay cash dividends to common stockholders, subject to the earnings and financial condition of the Company and other relevant factors. The Company did not repurchase shares of its common stock from the open market during the first three months of 2017 compared to the repurchase of approximately 54,000 shares at a weighted average price of $24.77 during the first three months of 2016. The Company 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 July 2012. These authorizations enable the Company to continue the purchase of Company 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, 5.1 million additional shares may be purchased under the share repurchase program. The Company repurchased $7.5 million and $7.4 million of common stock for the three months ended March 31, 2017 and 2016, respectively, from employees for the payment of taxes on vesting restricted shares. The acquisitions, capital expenditures, share repurchases and cash dividends were funded through existing cash balances and operating activities.

 

The Company’s balance sheet as of March 31, 2017 and December 31, 2016 includes short-term unearned revenues of $104.3 million and $99.8 million, respectively, representing approximately 7% of our annual revenue. This represents cash paid to the Company by its customers in advance of services that will be recognized over the next twelve months. The Company’s $162.5 million of total cash at March 31, 2017, is held at various banking institutions. Approximately $53.2 million is held in cash accounts at foreign bank institutions and the remaining $109.3 million is primarily held in non-interest-bearing accounts at various domestic banks. The Company’s international business is expanding and we intend to continue to grow the business in foreign markets in the future through reinvestment of foreign deposits and future earnings as well as acquisitions of unrelated companies. Repatriation of cash from the Company’s foreign subsidiaries is not a part of the Company’s current business plan. The Company maintains a large cash position in the United States while having little third-party debt to service. The Company maintains adequate liquidity and capital resources that are directed to finance domestic operations and obligations and to fund expansion of its domestic business for the foreseeable future without regard to its foreign deposits.

 

On October 31, 2012, the Company entered into a Revolving Credit Agreement with SunTrust Bank and Bank of America, N.A. for an unsecured line of credit of up to $175.0 million, which includes a $75.0 million letter of credit subfacility, and a $25.0 million swingline subfacility.   The Company had no outstanding borrowings under the line of credit or under the swingline subfacility as of March 31, 2017.    The Company remained in compliance with applicable debt covenants through the date of this filing and expects to maintain compliance through 2017.

ROLLINS, INC. AND SUBSIDIARIES

 

Litigation

In the normal course of business, certain of the Company’s subsidiaries are defendants in a number of lawsuits, claims or arbitrations which allege that the subsidiaries’ services caused damage.  In addition, the Company defends employment related cases and claims from time to time. We are involved in certain environmental matters primarily arising in the normal course of business. We are actively contesting each of these matters. 

On December 2, 2014, Plaintiff Killian Pest Control sued Rollins, Inc. and its subsidiary HomeTeam Pest Defense alleging that HomeTeam’s exclusive use of its “tubes in the walls” system violates the federal Sherman Antitrust Act, and California’s Cartwright Act and Business and Professions Code. Plaintiffs seek a declaratory judgment that the alleged misconduct violates the Sherman and Cartwright Acts, and the Business and Professions Code; a permanent injunction against continuing alleged violations; and monetary damages. The lawsuit is pending in the United States District Court, Northern District of California. Because discovery remains open and there are unresolved questions of fact and law, the Company cannot currently estimate the loss, if any, and intends to defend this matter vigorously.

On December 2, 2014, Plaintiff Jose Luis Garnica, on behalf of himself and a class of similarly situated customers, sued Rollins, Inc. and its subsidiary HomeTeam Pest Defense alleging that HomeTeam’s exclusive use of its “tubes in the walls” system violates the federal Sherman Antitrust Act. A second Plaintiff, Cora Potter, subsequently was added. Plaintiffs seek a declaratory judgment that the alleged misconduct violates the Sherman Act; a permanent injunction against continuing violations; and monetary damages. On February 3, 2017, the Court issued an order denying Plaintiffs’ Motion for Class Certification. At a hearing on February 9, 2017, the Court granted Plaintiffs leave to seek certification of a class of customers limited to their own geographic market, the Bakersfield, California area. The lawsuit is pending in the United States District Court, Northern District of California. Because discovery remains open and there are unresolved questions of fact and law, the Company cannot currently estimate the loss, if any, and intends to defend this matter vigorously.

Management does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate will have a material adverse effect on the Company’s financial position, results of operations or liquidity; however, it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual quarter or year.

Critical Accounting Policies

 

There have been no changes to the Company’s critical accounting policies since the filing of its Form 10-K for the year ended December 31, 2016.

 

New Accounting Standards

See Note 2 of the Notes to Condensed Consolidated Financial Statements for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects on results of operations and financial condition.

 

Forward-Looking Statements

 

This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, the effect of the future adoption of recent accounting pronouncements on the Company’s financial statements; statements regarding management’s expectation regarding the effect of the ultimate resolution of pending claims, proceedings or litigation on the Company’s financial position, results of operation and liquidity; the Company’s belief that its current cash and cash equivalent balances, future cash flows expected to be generated from operating activities and available borrowings will be sufficient to finance its current operations and obligations, and fund expansion of the business for the foreseeable future; our expectation that the Company will continue to pay dividends; our intention to continue to grow the business in foreign markets in the future through reinvestment of foreign deposits and future earnings as well as acquisitions of unrelated companies and that repatriation of cash is not a part of the Company’s business plan; possible defined benefit retirement plan contributions and their effect on the Company’s financial position, results of operations and liquidity; the Company’s expectation regarding capital expenditure for the remainder of 2017; the Company’s expectation to maintain compliance with debt covenants; and the Company’s belief that interest rate exposure and foreign exchange rate risk will not have a material effect on the Company’s results of operations going forward. 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, the possibility of an adverse ruling against the Company in pending litigation; general economic conditions; market risk; changes in industry practices or technologies; the degree of success of the Company’s termite process and pest control selling and treatment methods; the Company’s ability to identify and integrate potential acquisitions; climate and weather conditions; competitive factors and pricing practices; our ability to attract and retain skilled workers, and potential increases in labor costs; 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, 2016. The Company does not undertake to update its forward looking statements.

ROLLINS, INC. AND SUBSIDIARIES

 

ITEM 3.              QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As of March 31, 2017, the Company maintained an investment portfolio (included in cash and cash equivalents) subject to short-term interest rate risk exposure. The Company is subject to interest rate risk exposure through borrowings on its $175 million credit facility. The Company is also exposed to market risks arising from changes in foreign exchange rates. See note 9 to Part I, Item 1 for a discussion of the Company’s investments in derivative financial instruments to manage risks of fluctuations in foreign exchange rates. The Company believes that this foreign exchange rate risk will not have a material impact upon the Company’s results of operations going forward. There have been no material changes to the Company’s market risk exposure since the end of fiscal year 2016.

 

ITEM 4.               CONTROLS AND PROCEDURES

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of March 31, 2017 (the “Evaluation Date”). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the Evaluation Date to ensure that the information required to be included in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

In addition, management’s quarterly evaluation identified no changes in our internal control over financial reporting during the first quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of March 31, 2017 we did not identify any material weaknesses in our internal controls, and therefore no corrective actions were taken.

 

PART II OTHER INFORMATION
Item 1.	Legal Proceedings.
See Note 4 to Part I, Item 1 for discussion of certain litigation.
Item 1A.	Risk Factors

 

See the Company’s risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  

ROLLINS, INC. AND SUBSIDIARIES

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

Shares repurchased by Rollins and affiliated purchases during the first quarter ended March 31, 2017 were as follows:

 

Period		Total Number of shares Purchased  (1)				Weighted-Average Price paid per Share				Total number of shares purchased as part of publicly announced repurchases (2)				Maximum number of shares that may yet be purchased under the repurchase plans
January 1 to 31, 2017			203,443			$	34.60				—				5,073,611
February 1 to 28, 2017			3,260				36.48				—				5,073,611
March 1 to 31, 2017			11,291				28.57				—				5,073,611
Total			217,994			$	34.31				—				5,073,611

  

(1)

Includes repurchases from employees for the payment of taxes on vesting of restricted shares in the following amounts: January 2017: 203,443; February 2017: 3,260; and March 2017: 11,291

 

(2)

The Company has a share repurchase plan, adopted in 2012, to repurchase up to 7.5 million shares of the Company’s common stock. The plan has no expiration date.

 

Item 5.

Other Information

On April 25, 2017, the Board of Directors of the Company amended the Company’s Restated By-laws (the “By-laws”) to remove provision formerly providing for the payment of costs for specified stockholder actions including a stockholders’ breach of the By-laws or specified intracorporate proceedings in which such stockholder is not the prevailing party. The foregoing summary of the amendment to the By-laws is qualified in its entirety by reference to the text of the By-laws, as amended and restated on the effective April 25, 2017, a copy of which is attached hereto as Exhibit 3(ii).

ROLLINS, INC. AND SUBSIDIARIES

 

Item 6.	Exhibits.
	(a)	Exhibits
		(3) (i)	(A) Restated Certificate of Incorporation of Rollins, Inc. dated July 28, 1981, incorporated herein by reference to Exhibit (3)(i)(A) as filed with the registrant’s Form 10-Q filed August 1, 2005.
			(B) Certificate of Amendment of Certificate of Incorporation of Rollins, Inc. dated August 20, 1987, incorporated herein by reference to Exhibit 3(i)(B) filed with the registrant’s 10-K filed March 11, 2005.
			(C) Certificate of Change of Location of Registered Office and of Registered Agent dated March 22, 1994, incorporated herein by reference to Exhibit (3)(i)(C) filed with the registrant’s Form 10-Q filed August 1, 2005.
			(D) Certificate of Amendment of Certificate of Incorporation of Rollins, Inc. dated April 25, 2006, incorporated herein by reference to Exhibit 3(i)(D) filed with the registrant’s 10-Q filed October 31, 2006.   (E) Certificate of Amendment of Certificate of Incorporation of Rollins, Inc. dated April, 26, 2011, incorporated herein by reference to Exhibit 3(i)(E) filed with the Registrant’s 10-K filed February 25, 2015.   (F) Certificate of Amendment of Certificate of Incorporation of Rollins, Inc. dated April 28, 2015, incorporated herein by reference to Exhibit 3(i)(F) filed with the Registrant’s 10-Q filed on July 29, 2015.
		(ii)	Amended and Restated By-laws of Rollins, Inc.
		(4)	Form of Common Stock Certificate of Rollins, Inc., incorporated herein by reference to Exhibit (4) as filed with its Form 10-K for the year ended December 31, 1998.

		(31.1)	Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		(31.2)	Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		(32.1)	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
		(101.INS)	XBRL Instance Document
		(101.SCH)	XBRL Taxonomy Extension Schema Document
		(101.CAL)	XBRL Taxonomy Extension Calculation Linkbase Document
		(101.DEF)	XBRL Taxonomy Extension Definition Linkbase Document
		(101.LAB)	XBRL Taxonomy Extension Label Linkbase Document
		(101.PRE)	XBRL Taxonomy Extension Presentation Linkbase Document

ROLLINS, INC. AND SUBSIDIARIES

 

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.

	ROLLINS, INC.
	(Registrant)
Date: April 28, 2017	By:	/s/ Gary W. Rollins
		Gary W. Rollins
		Vice Chairman and Chief Executive Officer
		(Principal Executive Officer)
Date: April 28, 2017	By:	/s/ Paul E. Northen
		Paul E. Northen
		Vice President, Chief Financial Officer and
		Treasurer
		(Principal Financial and Accounting Officer)