8-K

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 24, 2019

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

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))

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 24, 2019, the Company issued a press release announcing its unaudited financial results for the first quarter ended March 31, 2019. The Company hereby incorporates by reference herein the information set forth in its Press Release dated April 24, 2019, 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, 2018 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 24, 2019

2

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 24, 2019	By:	/s/ Paul Edward Northen
	Name:	Paul Edward Northen
	Title:	Sr. Vice President, Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

3

EX-99.1

Exhibit 99.1

For Further Information Contact

Eddie Northen (404) 888-2242

FOR IMMEDIATE RELEASE

ROLLINS, INC. REPORTS FIRST QUARTER 2019

FINANCIAL RESULTS

• U.S. Weather conditions dampened first quarter results
• Tax rate higher due to impact of certain non-deductible expenses
• International results affected by currency headwinds
• Enhanced employee benefits had residual cost increases

ATLANTA, GEORGIA, April 24, 2019: Rollins, Inc. (NYSE:ROL), a premier global consumer and commercial services company, reported strong unaudited financial results for its first quarter ended March 31, 2019.

The Company recorded first quarter revenues of $429.1 million, an increase of 5.0% over the prior year’s first quarter revenue of $408.7 million. Rollins reported net income of $44.2 million or $0.14 per diluted share in the first quarter ended March 31, 2019, compared to $48.5 million or $0.15 per diluted share for the same period in 2018.

Gary W. Rollins, Vice Chairman and Chief Executive Officer of Rollins, Inc. stated, “We had a successful quarter even while feeling the effects of artic weather and torrential rains in the country causing termites and other pests to remain dormant for the first quarter, however the company had improvements in both customer and employee retention. We look forward to warm weather and the spring pest season.”

“Our operations were well prepared and ready for a spring that has been delayed in many parts of the United States. Additionally, several items negatively impacted our EPS for the quarter by 1.5 cents. Mainly a higher tax rate, the strengthening U.S. dollar against foreign currency, professional services expenses related to acquisitions and enhanced employee benefit participation, affected the quarter by an average of $1M each,” stated Eddie Northen, Senior VP, CFO, and Treasurer of Rollins, Inc.

The Company continues to expect to close the acquisition of Clark Pest Control of Stockton, Inc. located in Lodi, California during the second quarter of 2019.  Closing remains subject to the receipt of regulatory clearance. Over the past month, we have completed the due diligence and met with expanded members of the Clark team and continue to be eager to bring them into our family of brands.

Rollins, Inc. is a premier global consumer and commercial services company. Through its wholly owned subsidiaries, Orkin LLC., HomeTeam Pest Defense, Orkin Canada, Western Pest Services, Northwest Exterminating, Critter Control, Inc., The Industrial Fumigant Company, Trutech LLC., Rollins Australia, Waltham Services LLC., PermaTreat, Rollins UK, 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, Central America, South America, the Caribbean, the Middle East, Asia, the Mediterranean, Europe, Africa, Mexico, 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.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.cranepestcontrol.com, www.safeguardpestcontrol.co.uk, www.aardwolfpestkare.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 Company’s focus on achieving our 2019 plans and objectives and the expectation that the Clark Pest Control of Stockton, Inc. acquisition will close during the second quarter of 2019 subject to the receipt of regulatory clearance, including the expiration of the applicable waiting period under the Hart-Scott-Rodino Act. 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, 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, 2018.

ROL-Fin

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

At March 31, (unaudited)	2019		2018
ASSETS
Cash and cash equivalents	$	116,607	$	84,319
Trade accounts receivables, net		104,593		96,459
Financed receivables, net		19,258		16,979
Materials and supplies		16,572		15,885
Other current assets		32,909		27,062
Total Current Assets		289,939		240,704
Equipment and property, net		136,806		136,272
Goodwill		370,492		364,606
Customer contracts		174,777		176,447
Other intangible assets, net		64,646		61,636
Operating lease, ROU assets		182,176		—
Financed receivables, long-term, net		26,376		22,305
Deferred income taxes, net		961		10,428
Prepaid pension		5,274		18,237
Other assets		20,625		20,061
Total Assets	$	1,272,072	$	1,050,696
LIABILITIES
Accounts payable		27,496		30,624
Accrued insurance, current		27,940		28,462
Accrued compensation and related liabilities		58,853		64,610
Unearned revenue		123,935		117,934
Operating lease liability, current		60,454		—
Other current liabilities		54,034		57,443
Total Current Liabilities		352,712		299,073
Accrued insurance, less current portion		34,148		34,787
Operating lease liability, less current portion		121,775		—
Long-term accrued liabilities		44,313		54,073
Total Liabilities		552,948		387,933
STOCKHOLDERS’ EQUITY
Common stock		327,530		327,280
Retained earnings and other equity		391,594		335,483
Total stockholders’ equity		719,124		662,763
Total Liabilities and Stockholders’ Equity	$	1,272,072	$	1,050,696

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share data)

(unaudited)

	Three Months Ended
	March 31,
	2019			2018
REVENUES
Customer services	$	429,069		$	408,742
COSTS AND EXPENSES
Cost of services provided		217,258			206,143
Depreciation and amortization		16,683			16,916
Sales, general and administrative		139,530			126,487
Gain on sale of assets, net		(181	)		(56	)
Interest (income)/expense, net		(274	)		58
		373,016			349,548
INCOME BEFORE INCOME TAXES		56,053			59,194
PROVISION FOR INCOME TAXES		11,827			10,669
NET INCOME	$	44,226		$	48,525
NET INCOME PER SHARE - BASIC AND DILUTED	$	0.14		$	0.15
Weighted average shares outstanding - basic and diluted		327,506			327,244

(( CONFERENCE CALL ANNOUNCEMENT ((

Rollins, Inc.

(NYSE: ROL)

 

Management will hold a conference call to discuss

First Quarter 2019 results on

Wednesday, April 24, 2019 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 855-719-5012 domestic;

334-323-0505 international
at least 5 minutes before start time.

REPLAY: available through May 1, 2019

Please dial 888-203-1112/719-457-0820, Passcode 2305197

THIS CALL CAN ALSO BE ACCESSED THROUGH THE INTERNET AT

www.viavid.com

Questions?

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

Or email to salphonso@mww.com