0000084839 false 0000084839 2020-04-29 2020-04-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 29, 2020

 

ROLLINS, INC.

(Exact name of registrant as specified in its charter)

 

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

 

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

(Address of principal executive offices) (Zip code)

 

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

 

Not Applicable

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

 

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

 

  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))

 

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

 

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

 

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

Emerging Growth Company    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

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On April 29, 2020, the Company issued a press release announcing its unaudited financial results for the first quarter ended March 31, 2020. The Company hereby incorporates by reference herein the information set forth in its Press Release dated April 29, 2020, 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, 2019 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 April 29, 2020

 

  

 

 

SIGNATURES

 

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

 

ROLLINS, INC.

 

 

Date: April 29, 2020 By: /s/ Paul Edward Northen
  Name:   Paul Edward Northen
  Title: Sr. Vice President, Chief Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)

 

 

 

Exhibit 99.1

 

For Further Information Contact

Eddie Northen (404) 888-2242

 

 

FOR IMMEDIATE RELEASE

 

 

ROLLINS, INC. REPORTS FIRST QUARTER 2020 FINANCIAL RESULTS

 

·Revenue increased 13.7% for the quarter
·Rollins deemed “essential service” by Department of Homeland Security
·Rollins launches Orkin VitalClean™ – Powerful New Disinfectant Business

 

ATLANTA, GEORGIA, April 29, 2020: Rollins, Inc. (NYSE:ROL), a premier global consumer and commercial services company, reported strong unaudited financial results for its first quarter ended March 31, 2020.

 

The Company recorded first quarter revenues of $487.9 million, an increase of 13.7% over the prior year’s first quarter revenue of $429.1 million. Rollins reported net income of $43.3 million or $0.13 per diluted share in the first quarter that ended March 31, 2020, compared to $44.2 million or $0.14 per diluted share for the same period in 2019.

 

In light of the global response and impact of COVID-19, Rollins, Inc. has made significant operational adjustments as a result of the changing economic situation. With pest control being deemed as an essential service by the Department of Homeland Security, the Company has been able to remain operational in every part of the world in which it operates.

 

The safety of our employees and customers is a prime consideration. To protect their health, we have adopted numerous safety initiatives, such as; providing personal protective equipment (PPE) for our technicians (masks, booties, gloves, coveralls, etc.). We have also complied with recommended actions to disinfect our equipment and facilities, increase social distancing, and provide contact-free services.

 

As announced earlier, our Orkin brand launched a new disinfectant service for businesses – VitalClean™, which uses an EPA-registered disinfectant. This material has low toxicity and is labeled for use against a wide variety of pathogens, including other known coronaviruses.

 

Gary W. Rollins, Vice Chairman and Chief Executive Officer of Rollins, Inc. stated, “It is difficult to know when the economy might rebound and the financial crisis will end; however we have taken proactive steps including but not limited to furloughs, selected pay reductions, and the reduction of non-essential expenses. In addition to our launch of VitalClean in our commercial branches, we are entering into our termite and mosquito seasons, which will provide revenue building opportunities. We are well positioned to adjust our business further if necessary, to meet the unique challenges we may face.”

 

   

 

Exhibit 99.1

 

 

Rollins, Inc. is a premier global consumer and commercial services company. Through its wholly owned subsidiaries, Orkin, HomeTeam Pest Defense, Clark Pest Control, Orkin Canada, Western Pest Services, Northwest Exterminating, Critter Control, The Industrial Fumigant Company, Trutech, Orkin Australia, Waltham Services, OPC Pest Services, PermaTreat, Rollins UK, Aardwolf Pestkare, 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, Mexico, Central and South America, the Caribbean, the Middle East, Asia, Europe, Africa, 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.clarkpest.com, www.orkincanada.ca, www.westernpest.com, www.callnorthwest.com, www.crittercontrol.com, www.indfumco.com, www.trutechinc.com, www.orkinau.com, www.walthamservices.com, www.opcpest.com, www.permatreat.com, www.safeguardpestcontrol.co.uk, www.aardwolfpestkare.com, www.cranepestcontrol.com 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 uncertainty of when the economy might rebound and the financial crisis related to the coronavirus (COVID-19) pandemic will end; the Company’s belief that the termite and mosquito seasons will provide revenue building opportunities; and the Company’s belief that it is well-positioned to adjust its business further if necessary to meet the unique challenges it may face as a result of the coronavirus (COVID-19) pandemic. 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 extent and duration of the coronavirus (COVID-19) pandemic and its potential impact on the financial health of the Company’s business partners, customers, supply chains and suppliers, global economic conditions and capital and financial markets, changes in consumer behavior and demand, the potential unavailability of personnel or key facilities, modifications to the Company's operations, and the potential implementation of regulatory actions; 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; changes in various government laws and regulations, including environmental regulations; and the impact of the U. S. Government shutdown. 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, 2019.

 

ROL-Fin

 

   

 

Exhibit 99.1

 

 

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

 

At March 31, (unaudited)  2020  2019
ASSETS      
Cash and cash equivalents  $92,582   $116,607 
Trade accounts receivables, net   123,166    104,593 
Financed receivables, net   22,209    19,258 
Materials and supplies   21,527    16,572 
Other current assets   45,346    32,909 
Total Current Assets   304,830    289,939 
Equipment and property, net   194,854    136,806 
Goodwill   596,067    370,492 
Customer contracts, net   279,361    174,777 
Trademarks and tradenames, net   104,863    53,934 
Other intangible assets, net   10,314    10,712 
Operating lease, right-of-use assets   207,975    182,176 
Financed receivables, long-term, net   33,952    26,376 
Benefit plan assets   15,639    —   
Prepaid pension   —      5,274 
Deferred income tax assets   1,961    961 
Other assets   21,663    20,625 
    Total Assets  $1,771,479   $1,272,072 
LIABILITIES          
Accounts payable  $36,844   $27,496 
Accrued insurance, current   30,739    27,940 
Accrued compensation and related liabilities   68,289    58,853 
Unearned revenue   129,352    123,935 
Operating lease liabilities, current   69,094    60,454 
Current portion of long-term debt   12,500    —   
Other current liabilities   71,050    54,034 
Total Current Liabilities   417,868    352,712 
Accrued insurance, less current portion   34,921    34,148 
Operating lease liabilities, less current portion   140,152    121,775 
Long-term debt   307,300    —   
Deferred income tax liabilities   14,257    —   
Long-term accrued liabilities   56,610    44,313 
Total Liabilities   971,108    552,948 
STOCKHOLDERS’ EQUITY          
Common stock   327,767    327,530 
Retained earnings and other equity   472,604    391,594 
Total stockholders’ equity   800,371    719,124 
Total Liabilities and Stockholders’ Equity  $1,771,479   $1,272,072 

 

   

 

Exhibit 99.1

 

 

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share data)

(unaudited)

 

   Three Months Ended
   March 31,
   2020  2019
REVENUES      
Customer services  $487,901   $429,069 
COSTS AND EXPENSES          
Cost of services provided   251,152    217,258 
Depreciation and amortization   21,597    16,683 
Sales, general and administrative   157,862    139,530 
Gain on sale of assets, net   (275)   (181)
Interest expense/(income), net   2,165    (274)
    432,501    373,016 
INCOME BEFORE INCOME TAXES   55,400    56,053 
PROVISION FOR INCOME TAXES   12,132    11,827 
NET INCOME  $43,268   $44,226 
NET INCOME PER SHARE - BASIC AND DILUTED  $0.13   $0.14 
Weighted average shares outstanding - basic and diluted   327,682    327,506 

 

 

   

 

Exhibit 99.1

 

 

(( CONFERENCE CALL ANNOUNCEMENT ((

Rollins, Inc.

(NYSE: ROL)

 

 

Management will hold a conference call to discuss

First Quarter 2020 results on

 

Wednesday, April 29, 2020 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 866-575-6539 domestic;

720-543-0214 international
at least 5 minutes before start time.

 

REPLAY: available through May 6, 2020

Please dial 844-512-2921 / 412-317-6671, Passcode 3596058

THIS CALL CAN ALSO BE ACCESSED THROUGH THE INTERNET AT

www.rollins.com

 

Questions?

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

Or email to [email protected]