ROLLINS TRUCK LEASING CORP
10-Q/A, 1996-02-20
AUTO RENTAL & LEASING (NO DRIVERS)
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                                                              Page 1 of 7

                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 10-Q


(Mark One)

/ X /     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
  
For the quarterly period ended           December 31, 1995                

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

For the transition period from                  to                        

Commission file number         1-5728       

                        ROLLINS TRUCK LEASING CORP.                       
         (Exact name of registrant as specified in its charter)


    DELAWARE                                         51-0074022           
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)


One Rollins Plaza, Wilmington, Delaware                      19803        
(Address of principal executive offices)                 (Zip Code)

                             (302) 426-2700                               
          (Registrant's telephone number, including area code)

                                                                          
                       (Former name of registrant)

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 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 _____


         The number of shares of the registrant's common stock outstanding
as of December 31, 1995 was 44,437,093.



FORM 10-Q                                                     Page 2 of 7
                     PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

     The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with the instructions to Form 10-Q and do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. 
Operating results for the quarter ended December 31, 1995 are not
necessarily indicative of the results that may be expected for the year
ended September 30, 1996.  These statements should be read in conjunction
with the financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended September 30, 1995.


                       ROLLINS TRUCK LEASING CORP.
                   CONSOLIDATED STATEMENT OF EARNINGS
               ($000 Omitted Except for Per Share Amounts)


                                                    Quarter Ended
                                                     December 31,   
                                                    1995      1994  

Revenues                                          $125,021  $119,079

Expenses:
  Operating                                         51,201    46,595
  Depreciation                                      38,426    35,423
  Gain on sale of property and equipment            (1,899)   (2,746)
Selling and administrative                          11,904    10,705
                                                    99,632    89,977

Earnings before interest and income taxes           25,389    29,102

  Interest income                                      -         148
  Interest expense                                  11,803    10,190
Earnings before income taxes                        13,586    19,060

Income taxes                                         5,230     7,551
Net earnings                                      $  8,356  $ 11,509

Earnings per share                                $    .19  $    .25

Average common shares and equivalents
   outstanding (000)                                44,818    46,322

Dividends paid per common share                   $   .045  $    .04





<PAGE>
FORM 10-Q                                                     Page 3 of 7

                       ROLLINS TRUCK LEASING CORP.
                       CONSOLIDATED BALANCE SHEET
                             ($000 Omitted)

                                                 December 31, September 30,
               ASSETS                               1995        1995   
Current assets
 Cash                                            $   10,097  $   22,708
 Accounts receivable, net of allowance for
   doubtful accounts of: December-$1,781; 
   September-$1,635                                  60,959      56,946
  Inventory of parts and supplies                     9,251       8,612
  Prepaid expenses                                   20,244      14,366
  Refundable income taxes                              -          1,667
  Deferred income taxes                               6,241       6,241
     Total current assets                           106,792     110,540

Equipment on operating leases, at cost, 
  net of accumulated depreciation of: 
  December-$339,511; September-$330,750             732,930     727,893
Other property and equipment, at cost, 
  net of accumulated depreciation of: 
  December-$60,941; September-$58,297               184,356     171,343
Excess of cost over net assets of 
  businesses acquired                                12,752      11,677
Other assets                                          5,443       5,576
     Total assets                                $1,042,273  $1,027,029
   
    LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities (excluding equipment 
    financing obligations)
  Accounts payable                               $    7,220  $    8,115
  Accrued liabilities                                45,296      43,167
  Income taxes payable                                1,203        -   
  Current maturities of long-term debt                  144         150
     Total current liabilities                       53,863      51,432

Equipment financing obligations                     580,566     573,554
Long-term debt                                          601         632
Other liabilities                                    11,890      10,028
Deferred income taxes                               119,020     115,830

Commitments and contingent liabilities
  See Part II Legal Proceedings

Shareholders' equity
  Common stock, $1 par value, 
    100,000,000 shares authorized; issued 
    and outstanding: December-44,437,093; 
    September-44,954,679                             44,437      44,955
  Capital in excess of par value                      6,405      11,453
  Retained earnings                                 225,491     219,145
     Total shareholders' equity                     276,333     275,553
     Total liabilities and shareholders' equity  $1,042,273  $1,027,029

FORM 10-Q                                                     Page 4 of 7
                       ROLLINS TRUCK LEASING CORP.
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                             ($000 Omitted)

                                                       Quarter Ended
                                                        December 31,   
                                                       1995      1994   

Cash flows from operating activities:
  Net earnings                                      $  8,356  $ 11,509
  Reconciliation of net earnings to 
    net cash flows from operating activities:
      Depreciation and amortization                   38,501    35,480
      Net gain on sale of property and equipment      (1,899)   (2,746)
      Changes in assets and liabilities:
         Notes and accounts receivable                (4,013)   (1,499)
         Accounts payable and accrued liabilities      1,234      (757)
         Current and deferred income taxes             6,060     9,029
         Other, net                                   (4,524)   (3,814)
   Net cash provided by operating activities          43,715    47,202
 
Cash flows from investing activities:                            
  Purchase of property and equipment                 (71,211)  (77,649)
  Proceeds from sales of equipment                    16,635    15,759
  Excess of cost over net assets of
     business acquired                                (1,150)     -   
   Net cash used in investing activities             (55,726)  (61,890)

Cash flows from financing activities:                                    
  Proceeds of equipment financing obligations         19,400    41,795
  Repayment of equipment financing obligations       (12,388)  (19,545)
  Repayment of long-term debt                            (37)      (39)
  Payments of dividends                               (2,009)   (1,832)
  Proceeds of stock options exercised                    183       167
  Common stock acquired and retired                   (5,749)     -   
   Net cash (used in) provided by
     financing activities                               (600)   20,546
   
Net (decrease) increase in cash                      (12,611)    5,858

Cash beginning of period                              22,708    15,094
Cash end of period                                  $ 10,097  $ 20,952
                               
Supplemental information:
   Interest paid                                    $  9,259  $  7,677
   Income taxes (recovered)                         $   (830) $ (1,478)


   


<PAGE>
FORM 10-Q                                                     Page 5 of 7

Item  2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations:  Quarter Ended December 31, 1995 vs. Quarter Ended
December 31, 1994

  Revenues increased by $5,942,000 (5.0%) as full-service lease and
dedicated contract carriage revenues improved over the same quarter last
year.  Principally due to the sluggish economy, commercial rental revenue
declined by 6% in the first fiscal quarter.  Utilization of the commercial
rental fleet remained soft during the first quarter as contrasted to the
strong demand during last year's first quarter.

  Intense industry competition continued to limit price increases which
resulted in profit margin reductions.

  Operating expenses increased by $4,606,000 (9.9%) reflecting the increase
in revenues.  Higher vehicle expenses and increased wages associated with
the growing dedicated contract carriage business accounted for the
operating expense increases.  Operating expenses as a percentage of
revenues were 41.0% and 39.2% in 1995 and 1994, respectively.

  Depreciation expense increased by $3,003,000 (8.5%) due to the increased
investment in equipment on operating leases and related transportation
service facilities.  The higher levels of investment in property and
equipment reflect, in addition to the higher level of business, increased
prices for recently acquired capital assets.

  Gain on the sale of property and equipment decreased by $847,000 (30.8%)
principally due to the sale of transportation equipment at lower prices.

  Selling and administrative expenses increased by $1,199,000 (11.2%),
reflecting the increase in revenues along with higher compensation and
related costs of an expanded sales force.  As a percent of revenues,
selling and administrative expenses increased to 9.5% in 1995 from 9.0%
1994.

  Interest expense increased by $1,613,000 (17.5%) due to the increase in
borrowings related to the purchase of additional facilities and equipment.

  The effective income tax rates for the first fiscal quarter of 1996 and
1995 were 38.5% and 39.6%, respectively.

  Net earnings decreased by $3,153,000 (27.4%) to $8,356,000 or $.19 per
share from $11,509,000 or $.25 per share in fiscal 1995.  The decrease in
net earnings was due mainly to the lower gain on the disposal of equipment,
the higher operating cost ratio, higher depreciation and interest expense.

Liquidity and Capital Resources

  The Company's property and equipment purchases of $71,211,000 during the
first quarter of fiscal 1996 were financed with its cash flow from
operations, the proceeds of equipment sales and borrowings under its
revolving credit facility.



FORM 10-Q                                                     Page 6 of 7

The Company's principal subsidiary, Rollins Leasing Corp., has a
$100,000,000 revolving credit facility of which $72,000,000 was available
at December 31, 1995.  On June 7, 1995, the Company arranged for the
private placement of $75,000,000 of 6.89% Series O Collateral Trust
Debentures due March 15, 2004.  Closing will occur on March 15, 1996.

  At December 31, 1995, the Company could sell an additional $90,000,000
of Collateral Trust Debentures under its current shelf registration
statement.  Based on its access to the debt markets and relationships with
current lending institutions and others who have expressed an interest in
providing financing, the Company expects to be able to obtain financing for
its equipment and facility purchases at market rates and under 
satisfactory terms and conditions.

  During the quarter, the Company purchased for cash and retired 588,000
shares of its $1 par value common stock.

  Otherwise, there have been no material changes in the Company's financial
condition and its liquidity and capital resources since September 30, 1995. 
For further details, see page 4 of the Company's 1995 Annual Report to
Shareholders on Form 10-K for the year ended September 30, 1995.


                       PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

  There are no material legal proceedings to which the Company or any of
its subsidiaries is a party.  Certain subsidiaries of the Company are
involved in ordinary routine litigation incidental to the operation of its
business.

Item 2.  Changes in Securities

  None.

Item 3.  Defaults Upon Senior Securities

  None.

Item 4.  Submission of Matters to a Vote of Security Holders

  None.

Item 5.  Other Information

  None.

Item 6.  Exhibits and Reports on Form 8-K.   
  None.

FORM 10-Q                                                     Page 7 of 7






                               SIGNATURES


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



DATE:    January 23, 1996               Rollins Truck Leasing Corp.      
                                             (Registrant)




                                   /s/ John W. Rollins, Jr.              
                                   John W. Rollins, Jr.
                                   President and Chief Operating Officer



                                   /s/ Patrick J. Bagley                 
                                   Patrick J. Bagley      
                                   Vice President-Finance and Treasurer
                                   Chief Financial Officer
                                   Chief Accounting Officer
  




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               DEC-31-1995
<CASH>                                          10,097
<SECURITIES>                                         0
<RECEIVABLES>                                   62,740
<ALLOWANCES>                                   (1,781)
<INVENTORY>                                      9,251
<CURRENT-ASSETS>                               106,792
<PP&E>                                       1,317,738
<DEPRECIATION>                               (400,452)
<TOTAL-ASSETS>                               1,042,273
<CURRENT-LIABILITIES>                           53,863
<BONDS>                                        581,167
<COMMON>                                        44,437
                                0
                                          0
<OTHER-SE>                                     231,896
<TOTAL-LIABILITY-AND-EQUITY>                 1,042,273
<SALES>                                        125,021
<TOTAL-REVENUES>                               125,021
<CGS>                                                0
<TOTAL-COSTS>                                   89,627
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              11,803
<INCOME-PRETAX>                                 13,586
<INCOME-TAX>                                     5,230
<INCOME-CONTINUING>                              8,356
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     8,356
<EPS-PRIMARY>                                      .19
<EPS-DILUTED>                                      .19
        

</TABLE>


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