ROLLINS TRUCK LEASING CORP
10-Q, 1996-07-24
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               June 30, 1996             
                                  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 June 30, 1996 was 44,219,830.

<PAGE>
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 and nine months
ended June 30, 1996 are not necessarily indicative of the results that
may be expected for the year ending 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     Nine Months Ended
                                     June 30,            June 30,     
                                  1996      1995      1996      1995

Revenue                         $130,723  $122,726  $377,936  $358,476

Expenses:
  Operating                       53,294    48,891   157,347   143,623
  Depreciation                    40,139    37,439   117,153   108,431
  Gain on sale of property      
     and equipment                (2,057)   (3,641)   (6,436)  (10,346)
Selling and administrative        11,652    10,572    36,091    32,079
                                 103,028    93,261   304,155   273,787

Earnings before interest and
  income taxes                    27,695    29,465    73,781    84,689

  Interest income                   -         -         -          272
  Interest expense               (11,792)  (11,655)  (35,459)  (32,735)
Earnings before income taxes      15,903    17,810    38,322    52,226

Income taxes                       6,161     6,577    14,792    20,211
Net earnings                    $  9,742  $ 11,233  $ 23,530  $ 32,015

Earnings per share              $    .22  $    .25  $    .53  $    .70

Average common shares and 
   equivalents outstanding (000)                      44,575    45,940

Dividends paid per common share $   .045  $    .04  $   .135  $   .12


<PAGE>
FORM 10-Q                                                   Page 3 of 7

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

                                                June 30, September 30,
                    ASSETS                        1996      1995  

Current assets
   Cash                                      $  18,944    $   22,708
   Accounts receivable, net of allowance for
     doubtful accounts of: June-$1,817; 
     September-$1,635                           62,915        56,946
   Inventory of parts and supplies               9,086         8,612
   Prepaid expenses                             14,557        14,366
   Refundable income taxes                        -            1,667
   Deferred income taxes                         6,240         6,241
       Total current assets                    111,742       110,540

Equipment on operating leases, at cost, 
   net of accumulated depreciation of: 
   June-$356,437; September-$330,750           776,854       727,893
Other property and equipment, at cost, 
   net of accumulated depreciation of: 
   June-$65,841; September-$58,297             196,076       171,343
Excess of cost over net assets of 
   businesses acquired                          12,582        11,677
Other assets                                     5,658         5,576
       Total assets                          $1,102,912   $1,027,029
   
     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities (excluding equipment 
     financing obligations)
   Accounts payable                          $    8,569   $    8,115
   Accrued liabilities                           40,429       43,167
   Income taxes payable                             250         -
   Current maturities of long-term debt             130          150
       Total current liabilities                 49,378       51,432

Equipment financing obligations                 629,495      573,554
Long-term debt                                      540          632
Other liabilities                                12,361       10,028
Deferred income taxes                           126,436      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:                   
     June-44,219,830; September-44,954,679       44,220       44,955
   Capital in excess of par value                 3,810       11,453
   Retained earnings                            236,672      219,145
       Total shareholders' equity               284,702      275,553
       Total liabilities and 
         shareholders' equity                $1,102,912   $1,027,029

<PAGE>
FORM 10-Q                                                   Page 4 of 7

                      ROLLINS TRUCK LEASING CORP.
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                            ($000 Omitted)

                                                  Nine Months Ended
                                                       June 30,    
                                                   1996       1995 

Cash flows from operating activities:
  Net earnings                                   $ 23,530   $ 32,015
  Reconciliation of net earnings to net
    cash flows from operating activities:
      Depreciation and amortization               117,398    108,600
      Net gain on sale of property and equipment   (6,436)   (10,346)
      Changes in assets and liabilities:
        Note and accounts receivable               (5,969)     5,142
        Accounts payable and accrued liabilities   (2,284)       822
        Current and deferred income taxes          12,524     13,473
        Other, net                                  1,586     (1,078)
    Net cash provided by operating activities     140,349    148,628
 
Cash flows from investing activities: 
  Purchase of property and equipment             (243,285)  (258,040)
  Proceeds from sale of property and equipment     58,874     53,724
  Excess of cost over net assets of
        business acquired                          (1,150)      -   
    Net cash used in investing activities        (185,561)  (204,316)

Cash flows from financing activities:      
  Proceeds of equipment financing obligations      84,596    225,128
  Repayment of equipment financing obligations    (28,655)  (158,728)
  Repayment of long-term debt                        (112)      (110)
  Payments of dividends                            (6,003)    (5,501)
  Proceeds of stock options exercised                 418        357
  Common stock acquired and retired                (8,796)    (3,990)
    Net cash provided by financing activities      41,448     57,156
   
Net increase in cash                               (3,764)     1,468 

Cash beginning of period                           22,708     15,094
Cash end of period                               $ 18,944   $ 16,562
                               
Supplemental information:

   Interest paid                                 $ 33,792   $ 28,323
   Income taxes paid                             $  2,268   $  6,738


<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:  Nine Months Ended June 30, 1996 vs. Nine Months
Ended June 30, 1995

     Revenues increased by $19,460,000 (5.4%) as full-service lease,
guaranteed maintenance and dedicated logistics revenues all improved over
the first nine months of 1995.  The economically sensitive short-term
commercial rental business continued to be competitive causing a decline
in revenues from this portion of the Company's business.

     Operating expenses increased by $13,724,000 (9.6%) reflecting the
increase in revenues.  Higher vehicle expenses and increased wages
associated with the growing dedicated logistics services business
accounted for the operating expense increases.  Operating expenses as a
percentage of revenues were 41.6% and 40.1% in 1996 and 1995,
respectively.

     Depreciation expense increased by $8,722,000 (8.0%) 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 $3,910,000
(37.8%) principally due to the sale of fewer units of transportation
equipment and lower prices realized from such sales.

     Selling and administrative expenses increased by $4,012,000 (12.5%),
reflecting the increase in revenues along with higher compensation and
related costs of an expanded sales force.  In addition, office and bad
debt expenses were also higher during the first nine months of fiscal
1996.  As a percentage of revenues, selling and administrative expenses
increased to 9.5% in 1996 from 8.9% in 1995.

     Interest expense increased by $2,724,000 (8.3%) due to the increase
in borrowings related to the purchase of additional equipment offset in
part by lower interest rates.

     The effective income tax rates for first nine months of 1996 and
1995 were 38.6% and 38.7%, respectively.

     Net earnings decreased by $8,485,000 (26.5%) to $23,530,000 or $.53
per share from $32,015,000 or $.70 per share in fiscal 1995.  The
decrease in net earnings was mainly due to the higher operating cost
ratio, lower gains on the sale of equipment, higher depreciation, selling
and administrative and interest expense.

Results of Operations:  Quarter Ended June 30, 1996 vs. Quarter ended
June 30, 1995

     Revenues increased by $7,997,000 (6.5%) as full-service lease,
guaranteed maintenance and dedicated logistics revenues all improved over
the same quarter last year.  Revenues from the competitive short-term
commercial rental business declined.

FORM 10-Q                                                   Page 6 of 7

     Operating expenses increased by $4,403,000 (9.0%) reflecting the
increase in revenues.  Higher vehicle expenses and increased wages
associated with the growing dedicated logistics services business
accounted for the operating expense increases.  Operating expenses as a
percentage of revenues were 40.8% and 39.8% in 1996 and 1995,
respectively.

     Depreciation expense increased by $2,700,000 (7.2%) 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 $1,584,000
(43.5%) principally due to the sale of fewer units of transportation
equipment which had higher average carrying values at the time of sale.

     Selling and administrative expenses increased by $1,080,000 (10.2%),
reflecting the increase in revenues along with higher compensation and
related costs of an expanded sales force.  During the third fiscal
quarter, office, data processing and bad debt expenses were also higher
than in the previous year.  As a percent of revenues, selling and
administrative expenses increased to 8.9% in 1996 from 8.6% in 1995.

     Interest expense increased by $137,000 (1.2%) due to the increase in
borrowings related to the purchase of additional equipment, offset in
part by lower interest rates.

     The effective income tax rates for the third quarter of 1996 and
1995 were 38.7% and 36.9%, respectively.  The effective income tax rate
for the third quarter of 1995 was favorably impacted by the resolution of
certain state income tax matters.

     Net earnings decreased by $1,491,000 (13.3%) to $9,742,000 or $.22
per share from $11,233,000 or $.25 per share in fiscal 1995.  The
decrease in net earnings was due to the lower gain on the disposal of
equipment, the higher operating cost ratio, higher depreciation, selling
and administrative and interest expense.

Liquidity and Capital Resources

     The Company's property and equipment purchases of $243,285,000
during the first nine months of fiscal 1996 were financed with its cash
flow from operations, the proceeds from equipment sales and borrowings
from available equipment financing sources.

     The Company has a current shelf registration statement under which
it can sell an additional $90,000,000 of Collateral Trust Debentures. 
Based on its access to the public debt market and relationships with its
current lending institutions and others who have expressed an interest in
providing financing, the Company expects to continue to be able to obtain
financing for its capital asset purchases at market rates and under
satisfactory terms and conditions.  The Company purchased for cash and
retired 921,600 shares of its $1 par value common stock during the first
nine months of fiscal 1996.


FORM 10-Q                                                   Page 7 of 7

     Otherwise, there have been no material changes in the Company's
financial condition, its liquidity and capital resources since September
30, 1995.  For further details, see page 4 of the Company's Annual Report
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.

                              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:      July   , 1996              Rollins Truck Leasing Corp.     
                                             (Registrant)


                                ______________________________________
                                John W. Rollins, Jr.
                                President and Chief Operating Officer


                                ______________________________________
                                Patrick J. Bagley
                                Vice President-Finance and Treasurer
                                Chief Financial Officer
                                Chief Accounting Officer
<PAGE>
FORM 10-Q                                                   Page 7 of 7

     Otherwise, there have been no material changes in the Company's
financial condition, its liquidity and capital resources since September
30, 1995.  For further details, see page 4 of the Company's Annual Report
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.

                              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:      July   , 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>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          18,944
<SECURITIES>                                         0
<RECEIVABLES>                                   64,732
<ALLOWANCES>                                     1,817
<INVENTORY>                                      9,086
<CURRENT-ASSETS>                               111,742
<PP&E>                                       1,395,208
<DEPRECIATION>                                 422,278
<TOTAL-ASSETS>                               1,102,912
<CURRENT-LIABILITIES>                           49,378
<BONDS>                                        630,035
                                0
                                          0
<COMMON>                                        44,220
<OTHER-SE>                                     240,482
<TOTAL-LIABILITY-AND-EQUITY>                 1,102,912
<SALES>                                        377,936
<TOTAL-REVENUES>                               377,936
<CGS>                                                0
<TOTAL-COSTS>                                  274,500
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              35,459
<INCOME-PRETAX>                                 38,322
<INCOME-TAX>                                    14,792
<INCOME-CONTINUING>                             23,530
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    23,530
<EPS-PRIMARY>                                      .53
<EPS-DILUTED>                                      .53
        

</TABLE>


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