XML 20 R2.htm IDEA: XBRL DOCUMENT v3.22.4
Pay vs Performance Disclosure - USD ($)
5 Months Ended 7 Months Ended 12 Months Ended
May 17, 2022
Dec. 31, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]          
Pay vs Performance [Table Text Block]    

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Average

​

Average

​

​

​

​

​

​

​

​

​

​

​

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Summary

​

Summary

​

​

​

​

​

​

​

​

​

​

​

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Compensation

​

Compensation

​

Value of Initial Fixed $100

​

​

​

​

​

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Table Total

​

Actually Paid

​

Investment Based On:

​

​

​

​

​

​

 

​

​

Summary

​

Summary

​

​

​

​

Compensation

​

for Non-PEO

​

to Non-PEO

​

​

​

​

Peer Group

​

​

​

​

​

​

 

​

​

Compensation

​

Compensation

​

Compensation

​

Actually Paid

​

Named

​

Named

​

Total

​

Total

​

Net

​

​

​

 

​

​

Table Total

​

Table Total

​

Actually Paid

​

to second

​

Executive

​

Executive

​

Shareholder

​

Shareholder

​

Income

​

EBITDA (6)

 

Year

  

for first PEO (1)

  

for second PEO (1)

  

to first PEO (2) (4)

  

PEO (2) (4)

  

Officers (1)

  

Officers (3) (4)

  

Return

  

Return (5)

  

(in thousands)

  

(in thousands)

 

2022

 

$

1,006,111

 

$

1,359,558

 

$

990,535

 

$

1,360,405

 

$

421,673

 

$

431,123

 

$

91

 

$

106

 

$

40,347

 

$

53,701

​

2021

 

​

1,254,878

 

​

—

 

​

1,152,819

 

​

—

 

​

905,219

 

​

823,780

 

​

92

 

​

135

 

$

29,026

 

$

38,208

​

2020

 

​

1,113,750

 

​

—

 

​

1,107,375

 

​

—

 

​

687,524

 

​

801,066

 

​

104

 

​

118

 

$

19,444

 

$

26,315

​

(1)

Amounts disclosed for the first Principal Executive Officer (PEO), second PEO and other Non-PEO Named Executive Officers relate to reported compensation as follows:

>Richard A. Hubbell – was the President and Chief Executive Officer through May 17, 2022 and for the years 2021 and 2020. He has been Executive Chairman of the Board Officer since May 17, 2022. His total compensation for 2022, 2021 and 2020, has been disclosed as amounts related to first PEO.
>Ben M. Palmer – has been the President and Chief Executive Officer effective May 17, 2022, and was Vice President, Chief Financial Officer and Corporate Secretary prior. For 2022, his total compensation has been disclosed as amounts related to second PEO. For 2021 and 2020, his compensation has been disclosed in amounts related to Non-PEO Named Executive Officers.
>Michael L. Schmit- has been Vice President, Chief Financial Officer and Corporate Secretary effective May 17, 2022 and his compensation has been included in amounts related to Non-PEO Named Executive Officer.
>Randall R. Rollins – was the Executive Chairman of the Board until his passing in August 2020; his compensation until his death has been included in the amounts related to Non-PEO Named Executive Officers for that year.
(2)The dollar amounts reported represent the amount of Compensation Actually Paid (CAP), computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. To calculate the amounts in the CAP to PEO column in the table above, the following amounts were deducted from or added to (as applicable) the Total compensation as reported in the Summary Compensation Table (SCT):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Reported

​

Equity

​

Equity

​

​

​

​

 

​

​

Reported

​

Reported

​

Reported

​

Value of 

​

Award 

​

Award 

​

​

​

​

 

​

​

Summary 

​

Summary 

​

Value of 

​

Equity 

​

Adjustments

​

Adjustments

​

​

​

​

​

​

​

Compensation 

​

Compensation 

​

Equity 

​

Awards to 

​

 to 

​

 to 

​

Compensation 

​

Compensation 

​

​

​

Table Total for 

​

Table Total for 

​

Awards to 

​

second 

​

first 

​

second

​

Actually Paid 

​

Actually Paid 

​

​

​

first PEO (a)

​

second PEO (a)

​

first PEO (b)

​

PEO(b)

​

PEO (c)

​

PEO (c)

​

to first PEO

​

to second PEO

​

Year

    

($)

    

($)

    

($)

    

($)

    

($)

    

($)

    

($)

    

($)

 

2022

​

1,006,111

​

1,359,558

​

(296,400)

​

(456,000)

​

280,824

​

456,847

​

990,535

​

1,360,405

 

2021

​

1,254,878

​

—

​

(268,938)

​

—

​

166,879

​

—

​

1,152,819

​

—

 

2020

​

1,113,750

​

—

​

(243,750)

​

—

​

237,375

​

—

​

1,107,375

​

—

 

(a)The amounts disclosed represent the amounts attributable to the Named Executive Officer for the period he served as PEO and included in the amounts reported as Total compensation in the SCT.
(b)Represents the grant date fair value of the equity awards reported in the Stock Awards column of the SCT
(c)Represents the year-over-year change in the fair value of equity awards, as shown below. For 2022, the change in fair value of equity awards has been attributed to the Named Executive Officer who was PEO as of December 31, 2022:

​

​

​

​

​

​

​

​

​

​

​

​

​

2022 - First PEO

    

2022 - Second PEO

    

2021

    

2020

 

Fair Value of

​

($)

​

($)

​

($)

​

($)

 

Equity awards granted in Current Fiscal Year (CFY) outstanding and unvested as of end of CFY

​

306,020

 

470,800

 

203,125

 

236,275

​

Change in prior year awards outstanding and unvested as of end of CFY

​

(35,806)

 

(28,839)

 

(107,406)

 

8,260

​

Change in prior year awards that vested in current year

​

(20,675)

 

(15,267)

 

39,466

 

(37,980)

​

Dividends paid

​

31,285

 

30,153

 

31,694

 

30,820

​

Total Equity Award Adjustments

​

280,824

 

456,847

 

166,879

 

237,375

​

​

(3)

The dollar amounts reported represent the amount of CAP, computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our Non-PEO Named Executive Officers during the applicable year. To calculate the amounts in the CAP to Non-PEO Named Executive Officers column in the table above, the following amounts were deducted from or added to (as applicable) the Total compensation as reported in the Summary Compensation Table (SCT):

​

​

​

​

​

​

​

​

​

​

​

​

    

Average

    

Reported

    

Equity

    

Average Summary

 

​

​

Summary Compensation

​

Value of Average Equity

​

Award Adjustments to

​

 Compensation Actually

​

​

​

Table Total for Non- PEO

​

 Awards to Non-PEO Named

​

Non-PEO Named

​

Paid to Non- PEO Named

​

​

​

  Named Executive Officers (a)

​

 Executive Officers (b)

​

  Executive Officers (c)

​

  Executive Officers

 

Year

​

($)

​

($)

​

($)

​

($)

 

2022

​

421,673

​

(171,000)

​

180,450

​

431,123

 

2021

 

905,219

 

(217,219)

 

135,780

 

823,780

​

2020

 

687,524

 

(220,312)

 

333,855

 

801,066

​

(a)The amounts disclosed represent the average amounts attributable to each Named Executive Officer for the period he served and included in the amounts reported as Total compensation in the SCT.
(b)Represents the average grant dare fair value of the equity awards reported in the Stock awards column of the SCT.
(c)Represents the average year-over-year change in the fair value of equity awards, as shown below. For 2020, awards granted and vested in CFY represents stock granted to R. Randall Rollins that vested immediately upon his death pursuant to the terms of the restricted stock grants:

​

​

​

​

​

​

​

​

​

​

    

2022

    

2021

    

2020

 

Fair Value of

​

($)

​

($)

​

($)

 

Equity awards granted in CFY outstanding and unvested as of end of CFY

 

176,550

 

164,063

 

212,419

​

Change in prior year awards outstanding and unvested as of end of CFY

 

—

 

(87,179)

 

3,401

​

Awards granted and vested in same CFY

 

—

 

—

 

118,788

​

Change in prior year awards that vested in current year

 

—

 

33,201

 

(23,991)

​

Dividends paid

 

3,900

 

25,695

 

23,238

​

Total Equity Award Adjustments

 

180,450

 

135,780

 

333,855

​

(4)

The Named Executive Officers do not participate in the Company’s defined benefit pension plan and therefore no adjustments have been made in computing the CAP.

(5)

Reflects cumulative total shareholder return of the Russell 2000 index, as of December 31, 2022, calculated over the measurement period beginning as of December 31, 2019 established by the market close on that day through and including the end of 2022. The Russell 2000 is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in its Form 10-K for the year ended December 31, 2022.

(6)

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) is computed by adding interest, tax, depreciation and amortization expenses to net income.

   
Company Selected Measure Name     EBITDA    
Named Executive Officers, Footnote [Text Block]    

(1)

Amounts disclosed for the first Principal Executive Officer (PEO), second PEO and other Non-PEO Named Executive Officers relate to reported compensation as follows:

>Richard A. Hubbell – was the President and Chief Executive Officer through May 17, 2022 and for the years 2021 and 2020. He has been Executive Chairman of the Board Officer since May 17, 2022. His total compensation for 2022, 2021 and 2020, has been disclosed as amounts related to first PEO.
>Ben M. Palmer – has been the President and Chief Executive Officer effective May 17, 2022, and was Vice President, Chief Financial Officer and Corporate Secretary prior. For 2022, his total compensation has been disclosed as amounts related to second PEO. For 2021 and 2020, his compensation has been disclosed in amounts related to Non-PEO Named Executive Officers.
>Michael L. Schmit- has been Vice President, Chief Financial Officer and Corporate Secretary effective May 17, 2022 and his compensation has been included in amounts related to Non-PEO Named Executive Officer.
>Randall R. Rollins – was the Executive Chairman of the Board until his passing in August 2020; his compensation until his death has been included in the amounts related to Non-PEO Named Executive Officers for that year.
(2)The dollar amounts reported represent the amount of Compensation Actually Paid (CAP), computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. To calculate the amounts in the CAP to PEO column in the table above, the following amounts were deducted from or added to (as applicable) the Total compensation as reported in the Summary Compensation Table (SCT):
   
Peer Group Issuers, Footnote [Text Block]    

(5)

Reflects cumulative total shareholder return of the Russell 2000 index, as of December 31, 2022, calculated over the measurement period beginning as of December 31, 2019 established by the market close on that day through and including the end of 2022. The Russell 2000 is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in its Form 10-K for the year ended December 31, 2022.

   
Adjustment To PEO Compensation, Footnote [Text Block]    
(2)The dollar amounts reported represent the amount of Compensation Actually Paid (CAP), computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. To calculate the amounts in the CAP to PEO column in the table above, the following amounts were deducted from or added to (as applicable) the Total compensation as reported in the Summary Compensation Table (SCT):
   
Non-PEO NEO Average Total Compensation Amount     $ 421,673 $ 905,219 $ 687,524
Non-PEO NEO Average Compensation Actually Paid Amount     $ 431,123 823,780 801,066
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]    

​

​

​

​

​

​

​

​

​

​

​

​

​

2022 - First PEO

    

2022 - Second PEO

    

2021

    

2020

 

Fair Value of

​

($)

​

($)

​

($)

​

($)

 

Equity awards granted in Current Fiscal Year (CFY) outstanding and unvested as of end of CFY

​

306,020

 

470,800

 

203,125

 

236,275

​

Change in prior year awards outstanding and unvested as of end of CFY

​

(35,806)

 

(28,839)

 

(107,406)

 

8,260

​

Change in prior year awards that vested in current year

​

(20,675)

 

(15,267)

 

39,466

 

(37,980)

​

Dividends paid

​

31,285

 

30,153

 

31,694

 

30,820

​

Total Equity Award Adjustments

​

280,824

 

456,847

 

166,879

 

237,375

​

​

(3)

The dollar amounts reported represent the amount of CAP, computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our Non-PEO Named Executive Officers during the applicable year. To calculate the amounts in the CAP to Non-PEO Named Executive Officers column in the table above, the following amounts were deducted from or added to (as applicable) the Total compensation as reported in the Summary Compensation Table (SCT):

​

​

​

​

​

​

​

​

​

​

​

​

    

Average

    

Reported

    

Equity

    

Average Summary

 

​

​

Summary Compensation

​

Value of Average Equity

​

Award Adjustments to

​

 Compensation Actually

​

​

​

Table Total for Non- PEO

​

 Awards to Non-PEO Named

​

Non-PEO Named

​

Paid to Non- PEO Named

​

​

​

  Named Executive Officers (a)

​

 Executive Officers (b)

​

  Executive Officers (c)

​

  Executive Officers

 

Year

​

($)

​

($)

​

($)

​

($)

 

2022

​

421,673

​

(171,000)

​

180,450

​

431,123

 

2021

 

905,219

 

(217,219)

 

135,780

 

823,780

​

2020

 

687,524

 

(220,312)

 

333,855

 

801,066

​

(a)The amounts disclosed represent the average amounts attributable to each Named Executive Officer for the period he served and included in the amounts reported as Total compensation in the SCT.
(b)Represents the average grant dare fair value of the equity awards reported in the Stock awards column of the SCT.
(c)Represents the average year-over-year change in the fair value of equity awards, as shown below. For 2020, awards granted and vested in CFY represents stock granted to R. Randall Rollins that vested immediately upon his death pursuant to the terms of the restricted stock grants:

​

​

​

​

​

​

​

​

​

​

    

2022

    

2021

    

2020

 

Fair Value of

​

($)

​

($)

​

($)

 

Equity awards granted in CFY outstanding and unvested as of end of CFY

 

176,550

 

164,063

 

212,419

​

Change in prior year awards outstanding and unvested as of end of CFY

 

—

 

(87,179)

 

3,401

​

Awards granted and vested in same CFY

 

—

 

—

 

118,788

​

Change in prior year awards that vested in current year

 

—

 

33,201

 

(23,991)

​

Dividends paid

 

3,900

 

25,695

 

23,238

​

Total Equity Award Adjustments

 

180,450

 

135,780

 

333,855

​

(4)

The Named Executive Officers do not participate in the Company’s defined benefit pension plan and therefore no adjustments have been made in computing the CAP.

   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]    

The following graphs reflect the CAP paid to our PEOs and other Non-PEO Named Executive Officers over the three-year period ended December 31, 2022 and in comparison to the Company’s TSR, net income and EBITDA results over the same period.

Graphic

   
Compensation Actually Paid vs. Net Income [Text Block]    

​

Graphic

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]    

​

Graphic

   
Tabular List [Table Text Block]    
>Net Sales;
>Earnings Per Share; and
>Net cash provided by operating activities.
   
Total Shareholder Return Amount     $ 91 92 104
Peer Group Total Shareholder Return Amount     106 135 118
Net Income (Loss)     $ 40,347,000 $ 29,026,000 $ 19,444,000
Company Selected Measure Amount     53,701,000 38,208,000 26,315,000
Adjustment to Compensation Amount       $ 166,879 $ 237,375
PEO Name Richard A. Hubbell Ben M. Palmer      
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name     Net Sales;    
Non-GAAP Measure Description [Text Block]    

(6)

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) is computed by adding interest, tax, depreciation and amortization expenses to net income.

   
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name     Earnings Per Share;    
Measure [Axis]: 3          
Pay vs Performance Disclosure [Table]          
Measure Name     Net cash provided by operating activities.    
Equity awards granted in Current Fiscal Year (CFY) outstanding and unvested as of end of CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       203,125 236,275
Change in prior year awards outstanding and unvested as of end of CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       (107,406) 8,260
Awards granted and vested in same CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       39,466 (37,980)
Dividends paid          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       31,694 30,820
Hubbell          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount     $ 1,006,111 1,254,878 1,113,750
PEO Actually Paid Compensation Amount     990,535 1,152,819 1,107,375
Adjustment to Compensation Amount     280,824    
Hubbell | Reported Value of Equity Awards to PEO          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (296,400) (268,938) (243,750)
Hubbell | Equity Award Adjustments to PEO          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     280,824 166,879 237,375
Hubbell | Equity awards granted in Current Fiscal Year (CFY) outstanding and unvested as of end of CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     306,020    
Hubbell | Change in prior year awards outstanding and unvested as of end of CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (35,806)    
Hubbell | Awards granted and vested in same CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (20,675)    
Hubbell | Dividends paid          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     31,285    
Palmer          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount     1,359,558    
PEO Actually Paid Compensation Amount     1,360,405    
Adjustment to Compensation Amount     456,847    
Palmer | Reported Value of Equity Awards to PEO          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (456,000)    
Palmer | Equity Award Adjustments to PEO          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     456,847    
Palmer | Equity awards granted in Current Fiscal Year (CFY) outstanding and unvested as of end of CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     470,800    
Palmer | Change in prior year awards outstanding and unvested as of end of CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (28,839)    
Palmer | Awards granted and vested in same CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (15,267)    
Palmer | Dividends paid          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     30,153    
Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     180,450 135,780 333,855
Non-PEO NEO [Member] | Reported Value of Equity Awards to PEO          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (171,000) (217,219) (220,312)
Non-PEO NEO [Member] | Equity Award Adjustments to PEO          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     180,450 135,780 333,855
Non-PEO NEO [Member] | Equity awards granted in Current Fiscal Year (CFY) outstanding and unvested as of end of CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     176,550 164,063 212,419
Non-PEO NEO [Member] | Change in prior year awards outstanding and unvested as of end of CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       (87,179) 3,401
Non-PEO NEO [Member] | Awards granted and vested in same CFY          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       33,201 (23,991)
Non-PEO NEO [Member] | Change in prior year awards that vested in current year          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount         118,788
Non-PEO NEO [Member] | Dividends paid          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     $ 3,900 $ 25,695 $ 23,238