ROLLINS INC
10-Q, 1996-05-13
TO DWELLINGS & OTHER BUILDINGS
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                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

(Mark One)                              

  [X]  Quarterly report pursuant to section 13 or 15(d) of the Securities
       Exchange Act of 1934  For the quarterly period ended March 31, 1996.
          
       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 1-4422  

                         ____________________________
                                        
                                  ROLLINS, INC.
     

            Incorporated                               I.R.S. Employer
                 in                                 Identification Number
              Delaware                                    51-0068479


                2170 Piedmont Road, N.E., Atlanta, Georgia 30324
                                        
                       Telephone Number -- (404) 888-2000

                         ____________________________

                                                         
       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 [  ]    
          
       At March 31, 1996, there were 35,880,472 shares of Common Stock $1 Par
       Value, outstanding.          
          
<PAGE>
                         ROLLINS, INC.  AND SUBSIDIARIES

                                      INDEX
        

                                                                Page No.
Part I  Financial Information
               
       Statements of Financial Position -           
          March 31, 1996 and December 31, 1995                      1

       Statements of Income and Earnings Retained  
          - Three months ended March 31, 1996 and 1995              2

       Statements of Cash Flows 
          - Three months ended March 31, 1996 and 1995              3

       Notes to Financial Statements                                4

       Management's Discussion and Analysis of
       Financial Condition and Results of Operations               5-8


Part II Other Information                                           9
<PAGE>
<TABLE>
                         ROLLINS, INC. AND SUBSIDIARIES
                         PART 1. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS 
                        STATEMENTS OF FINANCIAL POSITION
                        (In thousands except share data)
                                  (Unaudited)
<CAPTION>
                                                    March 31,      December 31,
                                                      1996             1995
<S>                                             <C>              <C>
       ASSETS
       Cash and Short-Term Investments          $       37,328   $       33,623
       Marketable Securities                            73,921           65,743
       Trade Receivables, Net                           86,478           88,542
       Materials and Supplies                           17,350           13,924
       Deferred Income Taxes                             7,872            7,447
       Other Current Assets                              9,780           13,486

           Current Assets                              232,729          222,765

       Equipment and Property, Net                      39,274           37,799
       Intangible Assets                                41,994           42,013
       Other Assets                                     15,040           12,348

           Total Assets                         $      329,037   $      314,925

       LIABILITIES
       Capital Lease Obligation                 $        1,576   $        1,314
       Accounts Payable                                 17,271           13,334
       Accrued Insurance Expenses                       15,179           14,314
       Accrued Payroll                                  12,783           12,028
       Unearned Revenue                                 17,069           14,695
       Other Expenses                                   16,958           15,324

           Current Liabilities                          80,836           71,009

       Capital Lease Obligation                          7,160            7,422
       Long-Term Accrued Liabilities                    19,913           15,936
       Deferred Income Taxes                             5,539            6,240

           Total Liabilities                           113,448          100,607

       Commitments and Contingencies

       STOCKHOLDERS' EQUITY
       Common Stock, par value $1 per share;
       authorized     99,500,000 shares;
       41,431,814 shares issued                         41,432           41,432
       Earnings Retained                               225,082          224,009
                                                       266,514          265,441
       Less--Common Stock In Treasury, At Cost, 
          5,551,342 in 1996 ; 5,573,589 shares in       50,925           51,123
            1995

           Total Stockholders' Equity                  215,589          214,318

           Total Liabilities and Stockholders'
              Equity                            $      329,037   $      314,925

       The accompanying notes are an integral part of these statements.
</TABLE>
                                     1 of 10
<PAGE>
<TABLE>
                        ROLLINS, INC. AND SUBSIDIARIES
                  STATEMENTS OF INCOME AND EARNINGS RETAINED
                       (In thousands except share data)
                                  (Unaudited)
<CAPTION>
                                                       Three Months Ended
                                                            March 31,
                                                      1996             1995
<S>                                             <C>              <C>
REVENUES
       Customer Services                        $      142,502   $      142,654

COSTS AND EXPENSES
       Cost of Services Provided                        79,374           73,238
       Depreciation and Amortization                     1,821            1,839
       Sales, General and Administrative Expenses       52,299           55,932
       Interest Income                                  (1,294)            (946)

                                                       132,200          130,063

INCOME BEFORE INCOME TAXES                              10,302           12,591

                                                   
PROVISION (CREDIT) FOR INCOME TAXES
       Current                                           5,183            5,340
       Deferred                                         (1,268)            (556)

                                                         3,915            4,784

NET INCOME                                               6,387            7,807

EARNINGS RETAINED                                  
       Balance at Beginning of Period                  224,009          203,582
       Cash Dividends                                   (5,202)          (5,018)
       Other                                              (112)             583

BALANCE AT END OF PERIOD                        $      225,082   $      206,954
                                                   
EARNINGS PER SHARE                              $         0.18   $         0.22
                                                   
WEIGHTED AVERAGE
       SHARES OUTSTANDING                           35,873,150       35,837,688

       The accompanying notes are an integral part of these statements.










</TABLE>
                                     2 of 10
<PAGE>
<TABLE>
                         ROLLINS, INC. AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<CAPTION>
                                                      Three Months Ended
                                                            March 31,
                                                      1996             1995
<S>                                             <C>              <C>
OPERATING ACTIVITIES
       Net Income                               $        6,387   $        7,807
       Noncash Charges (Credits) to Earnings:
            Depreciation and Amortization                1,821            1,839
            Deferred Income Taxes                       (1,268)            (556)
            Other, Net                                   1,062            1,341
       (Increase) Decrease in Assets:
            Trade Receivables                            2,144            1,308
            Materials and Supplies                      (3,383)          (1,483)
            Other Current Assets                         3,574             (152)
            Other Non-Current Assets                       264             (207)
       Increase (Decrease) in Liabilities:         
            Accounts Payable and Accrued Expenses        7,109           10,777
            Unearned Revenue                             2,207              535
            Long-Term Accrued Liabilities                3,977            3,326
            Non-Current Deferred Income Taxes              133             (200)

       Net Cash Provided by Operating Activities        24,027           24,335

INVESTING ACTIVITIES
       Purchases of Equipment and Property              (3,277)          (2,855)
       Net Cash Used for Acquisition of Companies       (3,657)            (324)
       Marketable Securities, Net                       (8,557)            (541)
       Proceeds from Sales of Equipment
          and Property                                      39              119

       Net Cash Used in Investing Activities           (15,452)          (3,601)
                                                   
FINANCING ACTIVITIES
       Dividends Paid                                   (5,202)          (5,018)
       Treasury Stock Issued to Benefit Plans              332              421

       Net Cash Used in Financing Activities            (4,870)          (4,597)

       Net Increase (Decrease) in Cash  
          and Short-Term Investments                     3,705           16,137
       Cash and Short-Term Investments
          at Beginning of Period                        33,623           31,917
       Cash and Short-Term Investments
          at End of Period                      $       37,328   $       48,054

       The accompanying notes are an integral part of these statements.




</TABLE>
                                     3 of 10
<PAGE>
                         ROLLINS, INC.  AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1.BASIS OF PREPARATION

       The consolidated financial statements included herein have been
       prepared by the Registrant, without audit, pursuant to the rules and
       regulations of the Securities and Exchange Commission. Footnote
       disclosures normally included in the financial statements prepared in
       accordance with generally accepted accounting principles have been
       condensed or omitted pursuant to such rules and regulations.
  
       These consolidated financial statements should be read in conjunction
       with the financial statements and related notes contained in the
       Registrant's annual report on Form 10-K for the year ended December 31,
       1995.

       In the opinion of management, the consolidated financial statements
       included herein contain all normal recurring adjustments necessary to
       present fairly the financial position of the Registrant as of March 31,
       1996 and December 31, 1995, and the results of operations and cash
       flows for the three months ended March 31, 1996 and 1995.

NOTE 2.PROVISION FOR INCOME TAXES

       The book provision for income taxes includes the liability for state
       income taxes, net of the federal income tax benefit. The deferred
       provision for income taxes arises from the changes during the year in
       the company's net deferred tax asset or liability.
                                     
NOTE 3.EARNINGS PER SHARE

       Earnings per share is computed by dividing net income by the weighted
       average number of shares outstanding during the respective periods.







                                      4 of 10
<PAGE>
                         ROLLINS, INC.  AND SUBSIDIARIES
                    PART I.  ITEM 2.   FINANCIAL INFORMATION
          MANAGEMENT 'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                    FOR THE FIRST QUARTER ENDED MARCH 31, 1996


RESULTS OF OPERATIONS
<TABLE>
                             SELECTED INDUSTRY SEGMENT DATA
<CAPTION>
                                     Three Months Ended
                                          March 31,
                                   1996               1995
(In thousands)
<S>                          <C>                <C>
       REVENUES

       Orkin                 $      124,433     $      125,253
       Rollins Protective            15,330             14,218
       Other                          2,739              3,183
                             $      142,502     $      142,654

       OPERATING INCOME

       Orkin                 $       11,297     $       13,064
       Rollins Protective             1,285              1,341
       Other                            (67)               496
                             $       12,515     $       14,901

</TABLE>












                                     5 of 10
<PAGE>
General Operating Comments

The first quarter operating results were consistent with the Company's
strategic plans to build on their dedication to customer service and
investments for long-term growth.  Investments in the core businesses include
a renewed emphasis on recurring monthly pest control, increased focus on
Commercial opportunities, and refined operational fundamentals in marketing,
training, automation, and technology.  The Rollins Customer Service Center
(RCSC), our new telecenter, is now supporting all four service lines (pest
control and termite, lawn care, plantscaping and protective services).  We
look forward to seeing a more substantial contribution from the RCSC in the
second quarter and for the balance of 1996.

Revenues for the first quarter ended March 31, 1996 decreased 0.1% or $0.2
million, to $142.5 million from the prior year period.  Operating income
decreased $2.4 million to $12.5 million for the quarter,  while net income
decreased 18.2% to $6.4 million.  Earnings per share were 18 cents versus 22
cents for the first quarter 1995.

For the quarter, the Orkin's operating income decreased 13.5% to $11.3 million
on a 0.7% revenue decrease to $124.4 million.  Operating margins were 9.1%,
compared to 10.4% in the prior year. Rollins Protective Services' (RPS)
operating income decreased 4.2% to $1.3 million on a revenue increase of $1.1
million or 7.8% to $15.3 million.  RPS' operating margins were 8.4% compared
to 9.4% last year, however better than the fourth quarter 1995 margin of 2.4%.
Detail segment information follows.


Orkin 1996 Versus 1995 
Orkin realized an increase in pest control revenue and customer base,
supporting the strategic decision to continue emphasizing recurring monthly
pest control.  However, due to the severe, extended winter weather, the pest
control revenue increase is offset by a decrease in termite revenue.  Assuming
more typical weather conditions this Spring, Orkin expects to realize termite
revenue increases in the second quarter.

The decrease in operating income was the result of the revenue shortfall,
investments in sales and service staffing, and business development
activities. The Orkin business development group has been active the first
quarter with the opening of eight new locations, two acquisitions, including a
growing presence in the Canadian market; and an expansion of the Agribusiness
program's product and service offering.  In addition, the level of interest
and expansion potential of the new franchise program continues to gain
momentum, with four new operations starting this quarter.




                                     6 of 10
<PAGE>
Rollins Protective Services (RPS) 1996 Versus 1995

The RPS investments in new, dedicated commercial branches and the acquisitions
during the last twelve months are starting to make postive contributions, with
the resulting revenue increase. The operating margin deterioration in the
first quarter was primarily the result of the company-wide launch of our new
System VII security system.

RPS expanded its market penetration in the New England states through the
first quarter acquisition of one of that area's largest security firms.

RPS will continue to focus on the System VII product sales, Commercial sales
and service initiatives, and cross-marketing efficiencies from the National
Customer Support Center.


Other 1996 Versus 1995

Other businesses revenue and operating income decreased for the quarter due to
revisions of the Company's credit and internal operating policies within the
consumer finance area, Rollins Acceptance Company (RAC).  The volume of
Company financed sales is lower than last year, as the revised policies
redirected marketing efforts toward stronger customer demographics
inconjunction with a lower termite demand.

The expanded physical facility, increased collector headcount, and new
computers and phone dialing equipment caused margin deterioration, however
these investments have better positioned RAC to more effectively manage the
receivables portfolio and function as a marketing support operation.


FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                 March 31,        December 31,
                                   1996               1995
  (In thousands)                         
<S>                          <C>                <C>
  Cash and Short-Term
     Investments             $       37,328     $       33,623
  Marketable Securities              73,921             65,743
                             $      111,249     $       99,366
  
  Working Capital            $      151,893     $      151,756
  Current Ratio                         2.9                3.1
                           
  Cash Provided By Operations$       46,602     $       46,910
  (Twelve Months Ended)
</TABLE>
                                     7 of 10
<PAGE>
Rollins, Inc.'s financial position remained solid.  The Company's operations
have historically provided a strong positive cash flow which represents the
Company's principal source of funds.  Management believes that this liquidity,
along with expected cash from operations, will support the Company's continued
growth, capital expenditures, cash dividends, and expansion plans.

Interest income increased 36.8% due to the increase in average funds invested
in short-term investments and marketable securities, coupled with the increase
in the average rate of return.

Net trade receivables decreased $2.1 million or 2.3% at March 31, 1996
compared with December 31, 1995.  Trade receivables include installment
receivables which are due subsequent to one year from the balance sheet date. 
These amounts were approximately $22.8 million and $26.2 million at March 31,
1996 and December 31, 1995, respectively.

In the first quarter, the Company invested $6.9 million in capital
expenditures and acquisitions.  Also, $5.2 million was paid out in cash
dividends.  The Company maintains a $40.0 million unused line of credit.  This
source of funds has not been used, but is available for future acquisitions
and growth, if needed.

























                                     8 of 10
<PAGE>
                         ROLLINS, INC. AND SUBSIDIARIES
                           PART II. OTHER INFORMATION
                                   
ITEM 1.LEGAL PROCEEDINGS

       None

ITEM 2.CHANGES IN SECURITIES

       None

ITEM 3.DEFAULTS UPON SENIOR SECURITIES 

       None

ITEM 4.SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

       The Annual Stockholder's Meeting was held on April 23, 1996.  The
       stockholders elected R. Randall Rollins, Henry B. Tippie, and James B.
       Williams as Class I Directors for the three year term expiring in 1999.

ITEM 5.OTHER INFORMATION

       None

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

       (a)     Exhibits

                   Exhibit 27 - Financial Data Schedule
                     
       (b)     Reports on Form 8-K 

                   None









                                     9 of 10
<PAGE>
                                   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:  May 13, 1996 

                                                                         
Rollins, Inc.
(Registrant)

                                                                         
                                                                         
Gary W. Rollins
Gary W. Rollins
President and Chief 
Operating Officer   
(Member of the Board of
Directors)      

                                                                         
                                                                         
Gene L. Smith
Gene L. Smith
Chief Financial Officer
Secretary and Treasurer
(Principal Financial and 
Accounting Officer)













                                    10 of 10


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Position at March 31, 1996 and Statement of Income for
the Three Months ended March 31, 1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          37,328
<SECURITIES>                                    73,921
<RECEIVABLES>                                   92,684
<ALLOWANCES>                                     6,206
<INVENTORY>                                     17,350
<CURRENT-ASSETS>                               232,729
<PP&E>                                          90,539
<DEPRECIATION>                                  51,265
<TOTAL-ASSETS>                                 329,037
<CURRENT-LIABILITIES>                           80,836
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        41,432
<OTHER-SE>                                     174,157
<TOTAL-LIABILITY-AND-EQUITY>                   329,037
<SALES>                                              0
<TOTAL-REVENUES>                               142,502
<CGS>                                                0
<TOTAL-COSTS>                                   79,374
<OTHER-EXPENSES>                                52,826
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 10,302
<INCOME-TAX>                                     3,915
<INCOME-CONTINUING>                              6,387
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,387
<EPS-PRIMARY>                                      .18
<EPS-DILUTED>                                      .18
        

</TABLE>


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