Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 16, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | ROLLINS INC | |
Entity Central Index Key | 0000084839 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 327,529,782 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Ex Transition Period | false |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 116,607 | $ 115,485 |
Trade receivables, net of allowance for doubtful accounts of $12,201 and $13,285, respectively | 104,593 | 104,016 |
Financed receivables, short-term, net of allowance for doubtful accounts of $1,797 and $1,845, respectively | 19,258 | 18,454 |
Materials and supplies | 16,572 | 15,788 |
Other current assets | 32,909 | 32,278 |
Total Current Assets | 289,939 | 286,021 |
Equipment and property, net | 136,806 | 136,885 |
Goodwill, net | 370,492 | 368,481 |
Customer contracts, net | 174,777 | 178,075 |
Trademarks and tradenames, net | 53,934 | 54,140 |
Other intangible assets, net | 10,712 | 11,043 |
Operating lease, right-of-use assets | 182,176 | |
Financing receivables, long-term, net of allowance for doubtful accounts of $1,536 and $1,357 respectively | 26,376 | 28,227 |
Prepaid Pension | 5,274 | 5,274 |
Deferred income taxes | 961 | 6,915 |
Other assets | 20,625 | 19,063 |
Total Assets | 1,272,072 | 1,094,124 |
LIABILITIES | ||
Accounts payable | 27,496 | 27,168 |
Accrued insurance | 27,940 | 27,709 |
Accrued compensation and related liabilities | 58,853 | 77,741 |
Unearned revenue | 123,935 | 116,005 |
Operating lease liabilities - current | 60,454 | |
Other current liabilities | 54,034 | 50,406 |
Total current liabilities | 352,712 | 299,029 |
Accrued insurance, less current portion | 34,148 | 33,867 |
Operating lease liabilities, less current portion | 121,775 | |
Long-term accrued liabilities | 44,313 | 49,320 |
Total Liabilities | 552,948 | 382,216 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, without par value; 500,000 shares authorized, zero shares issued | ||
Common stock, par value $1 per share; 375,000,000 shares authorized, 327,529,782 and 327,308,079 shares issued and outstanding, respectively | 327,530 | 327,308 |
Paid-in-capital | 79,932 | 85,386 |
Accumulated other comprehensive loss | (68,736) | (71,078) |
Retained earnings | 380,398 | 370,292 |
Total Stockholders' Equity | 719,124 | 711,908 |
Total Liabilities and Stockholders' Equity | $ 1,272,072 | $ 1,094,124 |
CONSOLIDATED STATEMENTS OF FI_2
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Trade receivables, allowance for doubtful accounts | $ 12,201 | $ 13,285 |
Financing receivables, short-term, allowance for doubtful accounts | 1,797 | 1,845 |
Financing receivables, long-term, allowance for doubtful accounts | $ 1,447 | $ 1,536 |
Preferred stock, authorized (in shares) | 500,000 | 500,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, authorized (in shares) | 375,000,000 | 375,000,000 |
Common stock, issued (in shares) | 327,529,782 | 327,308,079 |
Common stock, outstanding (in shares) | 327,529,782 | 327,308,079 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 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 sales of assets, net | (181) | (56) |
Interest income | (274) | 58 |
INCOME BEFORE INCOME TAXES | 56,053 | 59,194 |
PROVISION FOR INCOME TAXES | 11,827 | 10,669 |
NET INCOME | $ 44,226 | $ 48,525 |
Income per share - Basic and Diluted (in dollars per share) | $ 0.14 | $ 0.15 |
DIVIDENDS PAID PER SHARE | $ 0.105 | $ 0.093 |
Weighted average shares outstanding - Basic and Diluted (in shares) | 327,506,000 | 327,244,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
NET INCOME | $ 44,226 | $ 48,525 |
Other comprehensive earnings/(loss), net of tax | ||
Foreign currency translation adjustments | 2,342 | (2,952) |
Other comprehensive earnings/(loss) | 2,342 | (2,952) |
Comprehensive earnings | $ 46,568 | $ 45,573 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2017 | $ 326,988 | $ 81,405 | $ (45,956) | $ 291,487 | $ 653,924 |
Balance (in shares) at Dec. 31, 2017 | 326,988,000 | ||||
Net Income | 48,525 | 48,525 | |||
Other Comprehensive Income, Net of Tax | |||||
Foreign Currency Translation Adjustments | (2,952) | (2,952) | |||
Cash Dividends | (30,602) | (30,602) | |||
Stock Compensation | $ 566 | 2,716 | (189) | 3,093 | |
Stock Compensation (in shares) | 566,000 | ||||
Employee Stock Buybacks | $ (275) | (9,042) | 92 | (9,225) | |
Employee Stock Buybacks (in shares) | (275,000) | ||||
Balance at Mar. 31, 2018 | $ 327,279 | 75,079 | (48,908) | 309,313 | 662,763 |
Balance (in shares) at Mar. 31, 2018 | 327,279,000 | ||||
Balance at Dec. 31, 2018 | $ 327,308 | 85,386 | (71,078) | 370,292 | 711,908 |
Balance (in shares) at Dec. 31, 2018 | 327,308,000 | ||||
Net Income | 44,226 | 44,226 | |||
Impact of adoption of ASC 842 | 212 | 212 | |||
Other Comprehensive Income, Net of Tax | |||||
Foreign Currency Translation Adjustments | 2,342 | 2,342 | |||
Cash Dividends | (34,332) | (34,332) | |||
Stock Compensation | $ 464 | 3,425 | 3,889 | ||
Stock Compensation (in shares) | 464,000 | ||||
Employee Stock Buybacks | $ (242) | (8,879) | (9,121) | ||
Employee Stock Buybacks (in shares) | (242,000) | ||||
Balance at Mar. 31, 2019 | $ 327,530 | $ 79,932 | $ (68,736) | $ 380,398 | $ 719,124 |
Balance (in shares) at Mar. 31, 2019 | 327,530,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
OPERATING ACTIVITIES | ||
Net Income | $ 44,226 | $ 48,525 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and other non-cash charges | 16,683 | 16,916 |
Provision for deferred income taxes | 3,327 | 4,101 |
Provision for bad debts | 1,682 | 932 |
Stock based compensation expense | 3,889 | 3,093 |
Other, net | (591) | (1,195) |
Changes in assets and liabilities: | (10,601) | 376 |
Net cash provided by operating activities | 58,615 | 72,748 |
INVESTING ACTIVITIES | ||
Cash used for acquisitions of companies, net of cash acquired | (7,041) | (43,154) |
Purchases of equipment and property | (6,481) | (6,134) |
Cash from sale of franchises | 395 | 177 |
Other | 569 | 76 |
Net cash used in investing activities | (12,558) | (49,035) |
FINANCING ACTIVITIES | ||
Cash paid for common stock purchased | (9,121) | (9,225) |
Payment of dividends | (34,332) | (30,602) |
Net cash used in financing activities | (43,453) | (39,827) |
Effect of exchange rate changes on cash | (1,482) | (6,617) |
Net increase (decrease) in cash and cash equivalents | 1,122 | (22,731) |
Cash and cash equivalents at beginning of year | 115,485 | 107,050 |
Cash and cash equivalents at end of year | 116,607 | 84,319 |
Supplemental Disclosures of Non-Cash Items | ||
Non-cash additions to operating lease right-of-use assets | $ 6,920 |
BASIS OF PREPARATION AND OTHER
BASIS OF PREPARATION AND OTHER | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
BASIS OF PREPARATION AND OTHER | NOTE 1. BASIS OF PREPARATION AND OTHER Basis of Preparation The preparation of interim financial statements requires management to make estimates and assumptions for the amounts reported in the condensed consolidated financial statements. Specifically, the Company makes estimates in its interim condensed consolidated financial statements for the termite accrual, which includes future costs including termiticide life expectancy and government regulations, the insurance accrual, which includes self-insurance and worker’s compensation, inventory adjustments, discounts and volume incentives earned, among others. In the opinion of management, all adjustments necessary for a fair presentation of the Company’s financial results for the interim periods have been made. These adjustments are of a normal recurring nature. The results of operations for the three-month period ended March 31, 2019 are not necessarily indicative of results for the entire year. The Company has only one reportable segment, its pest and termite control business. The Company’s results of operations and its financial condition are not reliant upon any single customer, a few customers, or the Company’s foreign operations. Three-for-Two Stock Split All share and per share data presented have been adjusted to account for the three-for-two stock split effective December 10, 2018. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS Recently adopted accounting standards The Company adopted ASU 2016-02, Leases (ASC 842), on January 1, 2019 using the modified retrospective approach and did not restate comparative periods as permitted by ASU 2018-11, Leases (Topic 842): Targeted Improvements. We have elected the transition package of practical expedients, which permitted us not to reassess our prior conclusions regarding lease identification, lease classification and initial direct cost. Upon adoption, the Company recognized operating lease right-of-use assets and liabilities of $195.7 million and $195.5 million, and a $0.2 million adjustment to beginning retained earnings. The Company adopted ASU 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“Tax Reform Act”). The Company adopted ASU 2018-02 effective January 1, 2019 and elected not to recognize a cumulative-effect adjustment. Recently issued accounting standards to be adopted in 2019 or later In June of 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The updated accounting guidance requires changes to the recognition of credit losses on financial instruments not accounted for at fair value through net income. The guidance is effective for interim and annual periods beginning after December 15, 2019. The Company is currently evaluating the effect the guidance will have on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on the current Step 1). The standard in this update is effective for the Company’s financial statements issued for fiscal years beginning in 2020. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), which provides new guidance intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. This ASU is effective for the Company beginning in fiscal year 2020. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 3. REVENUE On January 1, 2018, and the Company adopted ASC 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606. The following tables present our revenues disaggregated by revenue source (in thousands, unaudited). Sales and usage-based taxes are excluded from revenues. No sales to an individual customer or in a country other than the United States accounted for more than 10% of the sales for the periods listed on the following table. Revenue, classified by the major geographic areas in which our customers are located, was as follows: (In thousands) Three Months Ended March 31, 2019 2018 United States $ 394,000 $ 375,959 Other countries 35,069 32,783 Total Revenues $ 429,069 $ 408,742 Revenue from external customers, classified by significant product and service offerings, was as follows: (In thousands) Three Months Ended March 31, 2019 2018 Residential revenue $ 172,507 $ 164,378 Commercial revenue 169,671 162,205 Termite completions, bait monitoring, & renewals 80,250 76,607 Franchise revenues 3,261 2,407 Other revenues 3,380 3,145 Total Revenues $ 429,069 $ 408,742 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share | |
EARNINGS PER SHARE | NOTE 4. EARNINGS PER SHARE The Company follows ASC 260, Earnings Per Share Basic and diluted earnings per share attributable to common and restricted shares of common stock for the period were as follows: Three Months Ended March 31, 2019 2018 Basic and diluted earnings per share Common stock $ 0.14 $ 0.15 Restricted shares of common stock $ 0.12 $ 0.17 |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 5. CONTINGENCIES In the normal course of business, certain of the Company’s subsidiaries are defendants in a number of lawsuits, claims or arbitrations which allege that the subsidiaries’ services caused damage. In addition, the Company defends employment related cases and claims from time to time. We are involved in certain environmental matters primarily arising in the normal course of business. We are actively contesting each of these matters. Management does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate will have a material adverse effect on the Company’s financial position, results of operations or liquidity; however, it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual quarter or year. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 6. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments consist of cash and cash equivalents, trade receivables, notes receivable, accounts payable and other short-term liabilities. The carrying amounts of these financial instruments approximate their fair values. The Company has a Revolving Credit Agreement with SunTrust Bank and Bank of America, N.A. for an unsecured line of credit of up to $175.0 million, which includes a $75.0 million letter of credit subfacility and a $25.0 million swingline subfacility. There were no outstanding borrowings at March 31, 2019 and December 31, 2018. The Company remained in compliance with applicable debt covenants through the date of this filing and expects to maintain compliance through 2019. |
UNEARNED REVENUE
UNEARNED REVENUE | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
UNEARNED REVENUE | NOTE 7. UNEARNED REVENUE Changes in unearned revenue were as follows: For the period ended March 31, December 31, March 31, (in thousands) 2019 2018 2018 Balance at beginning of year $ 127,075 $ 117,614 $ 117,614 Deferral of unearned revenue 47,737 166,053 47,725 Recognition of unearned revenue (39,958 ) (156,592 ) (38,309 ) Balance at end of period $ 134,854 $ 127,075 $ 126,530 Deferred revenue recognized in the three months ended March 31, 2019 and 2018 was $40.0 million and $38.8 million, respectively. Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized (“contracted not recognized revenue”), which includes both unearned revenue and revenue that will be invoiced and recognized in future periods. The Company has no material contracted not recognized revenue as of March 31, 2019 or December 31, 2018. At March 31, 2019 and December 31, 2018, the Company had long-term unearned revenue of $10.9 million and $11.1 million, respectively. Unearned short-term revenue is recognized over the next 12 month period. The majority of unearned long-term revenue is recognized over a period of five years or less with immaterial amounts recognized through 2025. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 8. LEASES The Company leases certain buildings, vehicles, and equipment in order to reduce the risk associated with ownership. The Company elected the practical expedient permitted under ASC 842 not to include short-term leases with a duration of 12 months or less on the balance sheet. As of March 31, 2019 and December 31, 2018, all leases were classified as operating leases. Building leases generally carry terms of 5 to 10 years with annual rent escalations at fixed amounts per the lease. Vehicle leases generally carry a fixed term of one year with renewal options to extend the lease on a monthly basis resulting in lease terms up to 5 years depending on the class of vehicle. The exercise of renewal options is at the Company’s sole discretion. It is reasonably certain that the Company will exercise the renewal options on its vehicle leases. The measurement of right-of-use assets and liabilities for vehicle leases includes the fixed payments associated with such renewal periods. We separate lease and nonlease components of contracts. Our lease agreements do not contain any material variable payments, residual value guarantees, early termination penalties or restrictive covenants. The Company uses the rate implicit in the lease when available; however, most of our leases do not provide a readily determinable implicit rate. Accordingly, we estimate our incremental borrowing rate based on information available at lease commencement. (in thousands) Three Months Ended Lease Classification Financial Statement Classification March 31, 2019 Short-term lease cost Cost of services provided, Sales, general, and administrative expenses $ 24 Operating lease cost Cost of services provided, Sales, general, and administrative expenses 19,002 Total lease expense $ 19,026 Other Information Weighted-average remaining lease term – operating leases 4.07 Weighted-average discount rate – operating leases 3.94 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases 18,736 Lease Commitments Future minimum lease payments at March 31, 2019 were as follows: (in thousands) Operating Leases 2019 (excluding the three months ended March 31, 2019) $ 50,802 2020 54,422 2021 38,698 2022 21,648 2023 11,547 2024 8,001 Thereafter 12,310 Total future minimum lease payments 197,428 Less: Amount representing interest 15,199 Total future minimum lease payments, net of interest $ 182,229 Total future minimum lease payments for operating leases, including the amount representing interest, are comprised of $94.8 for building leases and $102.6M for vehicle leases. As of March 31, 2019, the Company had no additional future obligations for leases that had not yet commenced. Future commitments under operating leases as of December 31, 2018 are as summarized: (in thousands) Operating 2019 $ 28,751 2020 18,024 2021 14,463 2022 11,142 2023 8,998 Thereafter 16,234 Total future minimum lease payments, net of interest $ 97,612 (1) Future commitments presented in the table above exclude lease payments in renewal periods for which it is reasonably certain that the Company will exercise the renewal option |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9. STOCKHOLDERS’ EQUITY During the three months ended March 31, 2019, the Company paid $34.3 million or $0.105 per share in cash dividends compared to $30.6 million or $0.093 per share during the same period in 2018. During the first quarter ended March 31, 2019 and during the same period in 2018 the Company did not repurchase shares on the open market. The Company repurchases shares from employees for the payment of taxes on restricted shares that have vested. The Company repurchased $9.1 million and $9.2 million of common stock for the quarter ended March 31, 2019 and 2018, respectively. As more fully discussed in Note 17 of the Company’s notes to the consolidated financial statements in its 2018 Annual Report on Form 10-K, time-lapse restricted shares and restricted stock units have been issued to officers and other management employees under the Company’s Employee Stock Incentive Plans. The Company issues new shares from its authorized but unissued share pool. At March 31, 2019, approximately 5.5 million shares of the Company’s common stock were reserved for issuance. Time Lapse Restricted Shares and Restricted Stock Units The following table summarizes the components of the Company’s stock-based compensation programs recorded as expense: Three Months Ended March 31, (in thousands) 2019 2018 Time lapse restricted stock: Pre-tax compensation expense $ 3,889 $ 3,093 Tax benefit (821 ) (786 ) Restricted stock expense, net of tax $ 3,068 $ 2,307 The following table summarizes information on unvested restricted stock outstanding as of March 31, 2019: Number of Average Grant- Unvested Restricted Stock at December 31, 2018 2,724 $ 21.08 Forfeited (21 ) 22.45 Vested (689 ) 15.63 Granted 485 38.40 Unvested Restricted Stock at March 31, 2019 2,499 $ 25.93 At March 31, 2019 and December 31, 2018, the Company had $53.5 million and $39.2 million of total unrecognized compensation cost, respectively, related to time-lapse restricted shares that are expected to be recognized over a weighted average period of approximately 4.8 years and 4.1 years, respectively. |
PENSION AND POST RETIREMENT BEN
PENSION AND POST RETIREMENT BENEFIT PLANS | 3 Months Ended |
Mar. 31, 2019 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
PENSION AND POST RETIREMENT BENEFIT PLANS | NOTE 10. PENSION AND POST RETIREMENT BENEFIT PLANS The following table represents the net periodic pension benefit costs and related components in accordance with FASB ASC 715 “ Compensation Retirement Benefits”: Components of Net Pension Benefit Gain Three Months Ended March 31, (in thousands) 2019 2018 Interest and service cost $ 924 $ 1,995 Expected return on plan assets (30 ) (3,443 ) Amortization of net loss 892 826 Net periodic benefit $ 1,786 $ (622 ) During the three months ended March 31, 2019 and the same period in 2018 the Company made no contributions to its defined benefit retirement plans (the “Plans”). The Company made no contributions for the year ended December 31, 2018. The Company is adequately funded on its Plans and is not expecting to make further contributions in 2019. The Company has initiated the process to transition its Pension Plan to an insurance provider. The timeline will take approximately 3-9 months. The Company’s Pension Plan is currently more than 100% funded. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 11. BUSINESS COMBINATIONS The Company made five acquisitions during the three month period ended March 31, 2019, and 38 acquisitions for the year ended December 31, 2018, respectively, some of which have been disclosed on various press releases and related Current Reports on Form 8-K. On January 8, 2019, the Company announced it had entered into a material agreement to acquire Clark Pest Control of Stockton, Inc. located in Lodi, CA. Clark Pest Control is a leading pest management company in California and the nation's 8th largest pest management company according to PCT 100 rankings. Geotech Supply is included in the acquisition and will continue to expand its current operations, maintaining a commitment to quality service delivery. Rollins expects to close the acquisition of Clark Pest Control of Stockton, Inc. during the second quarter of 2019. Closing remains subject to the receipt of regulatory clearance. The closing of the acquisition is subject to the satisfaction of customary conditions, including the truth and accuracy of the representations and warranties of the sellers, the performance of the obligations of the sellers and the receipt of regulatory clearance. The preliminary values of major classes of assets acquired and liabilities assumed recorded at the date of acquisition, as adjusted during the valuation period, are included in the reconciliation of the total consideration as follows (in thousands): March 31, Accounts receivable, net $ 228 Materials & supplies 237 Equipment and property 829 Goodwill 1,369 Customer contracts and other intangible assets 4,163 Current liabilities (845 ) Other assets and liabilities, net 1,060 Total cash purchase price $ 7,041 Goodwill from acquisitions represents the excess of the purchase price over the fair value of net assets of businesses acquired. The carrying amount of goodwill was $370.5 million and $368.5 million at March 31, 2019 and December 31, 2018, respectively. Goodwill generally changes due to the timing of acquisitions, finalization of allocation of purchase prices of previous acquisitions and foreign currency translations. The carrying amount of goodwill in foreign countries was $55.5 million at March 31, 2019 and $54.9 million at December 31, 2018. The Company completed its most recent annual impairment analysis as of September 30, 2018. Based upon the results of this analysis, the Company has concluded that no impairment of its goodwill or other intangible assets was indicated. The carrying amount of customer contracts was $174.8 million and $178.1 million at March 31, 2019 and December 31, 2018, respectively. The carrying amount of trademarks and tradenames was $53.9 million and $54.1 million at March 31, 2019, and December 31, 2018, respectively. The carrying amount of other intangible assets was $10.7 million and $11.0 million at March 31, 2019 and December 31, 2018, respectively. The carrying amount of customer contracts in foreign countries was $36.3 million and $37.1 million at March 31, 2019 and December 31, 2018, respectively. The carrying amount of trademarks and tradenames in foreign countries was $3.6 million and $3.7 million at March 31, 2019 and December 31, 2018, respectively. The carrying amount of other intangible assets in foreign countries was $1.5 million and $1.6 million at March 31, 2019 and December 31, 2018, respectively. Customer contracts and other amortizable intangible assets are amortized on a straight-line basis over their economic useful lives. The following table sets forth the components of intangible assets as of March 31, 2019 (in thousands): Intangible Asset Carrying Value Useful Life Customer contracts $ 174,777 3-12 Trademarks and tradenames 53,934 0 - 20 Non-compete agreements 4,173 3-20 Patents 1,873 3-15 Other assets 2,439 10 Internet domains 2,227 n/a Total customer contracts and other intangible assets $ 239,423 |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | NOTE 12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. To manage this risk, the Company enters into derivative financial instruments from time to time. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into derivative financial instruments from time to time to protect the value or fix the amount of certain obligations in terms of its functional currency, the U.S. dollar. Hedges of Foreign Exchange Risk The Company is exposed to fluctuations in various foreign currencies against its functional currency, the U.S. dollar. The Company uses foreign currency derivatives, specifically vanilla foreign currency forwards, to manage its exposure to fluctuations in the USD-CAD and AUD-USD exchange rates. Currency forward agreements involve fixing the foreign currency exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in U.S. dollars for their fair value at or close to their settlement date. The Company does not currently designate any of these foreign exchange forwards under hedge accounting, but rather reflects the changes in fair value immediately in earnings. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to foreign exchange rates. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings and were equal to a net loss of $0.1 million for the quarter ended March 31, 2019 and a net gain of $0.1 million for the same quarter in the prior year. As of March 31, 2019, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships (in thousands except for number of instruments): Non-Designated Derivative Summary FX Forward Contracts Number of Sell Notional Buy Notional Sell AUD/Buy USD Fwd Contract 4 $ 550 $ 395 Sell CAD/Buy USD Fwd Contract 6 $ 5,000 $ 3,760 Total 10 $ 4,155 The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheet as of March 31, 2019 and December 31, 2018 (in thousands): Tabular Disclosure of Fair Values of Derivative Instruments Derivatives Asset Derivative Liabilities Fair Value as of: Derivatives Not Designated as Hedging Instruments March 31, December 31, March 31, December 31, FX Forward Contracts Balance Sheet Location Other Assets Other Assets Other Current Other Current Sell AUD/Buy USD Fwd Contract $ 6 $ 18 $ (2 ) $ (1 ) Sell CAD/Buy USD Fwd Contract 47 121 (41 ) (4 ) Total $ 53 $ 139 $ (43 ) $ (5 ) The table below presents the effect of the Company’s derivative financial instruments on the income statement as of March 31, 2019 and March 31, 2018 (in thousands): Effect of Derivative Instruments on the Income Statement for Derivatives Not Designated as Hedging Instruments for the Three Months Ended March 31, 2019 and 2018 Amount of Gain or (Loss) Derivatives Not Designated Location of Gain or (Loss) Recognized in Income as Hedging Instruments Recognized in Income Three Months Ended March 31 2019 2018 Sell AUD/Buy USD Fwd Contract Other inc/(exp) $ (4 ) $ 11 Sell CAD/Buy USD Fwd Contract Other inc/(exp) (87 ) 136 Total $ (91 ) $ 147 The table below presents the total fair value classification within the fair value hierarchy for the complete portfolio of derivative transactions at March 31, 2019 (in thousands): Recurring Fair Value Measurements Quoted Prices in Active Markets for Identical Significant Other Significant Unobservable Assets and Liabilities Observable Inputs Inputs at March 31, at March 31, at March 31, Total Fair Value (Level 1) (Level 2) (Level 3) at March 31, 2019 2018 2019 2018 2019 2018 2019 2018 Assets Derivative Financial Instruments $ — $ — $ 53 $ 75 $ — $ — $ 53 $ 75 Liabilities Derivative Financial Instruments $ — $ — $ (43 ) $ — $ — $ — $ (43 ) $ — As of March 31, 2019, the fair value of derivatives in a net liability position was nine thousand dollars inclusive of counterparty credit risk. As of the balance sheet date, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at March 31, 2019, it could have been required to settle its obligations under the agreements at their termination value of nine thousand dollars. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13. SUBSEQUENT EVENTS On April 23, 2019, the Company announced that the Board of Directors declared a regular quarterly cash dividend on its common stock of $0.105 per share payable June 10, 2019 to stockholders of record at the close of business May 10, 2019. On April 23, 2019, shareholders approved an amendment to Rollins, Inc.’s Certificate of Incorporation to increase the number of authorized shares of common stock from 375,000,000 shares to 550,000,000 shares. Rollins’ preferred stock authorized will remain the same at 500,000 shares. |
BASIS OF PREPARATION AND OTHER
BASIS OF PREPARATION AND OTHER (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Preparation The preparation of interim financial statements requires management to make estimates and assumptions for the amounts reported in the condensed consolidated financial statements. Specifically, the Company makes estimates in its interim condensed consolidated financial statements for the termite accrual, which includes future costs including termiticide life expectancy and government regulations, the insurance accrual, which includes self-insurance and worker’s compensation, inventory adjustments, discounts and volume incentives earned, among others. In the opinion of management, all adjustments necessary for a fair presentation of the Company’s financial results for the interim periods have been made. These adjustments are of a normal recurring nature. The results of operations for the three-month period ended March 31, 2019 are not necessarily indicative of results for the entire year. The Company has only one reportable segment, its pest and termite control business. The Company’s results of operations and its financial condition are not reliant upon any single customer, a few customers, or the Company’s foreign operations. |
Three-for-Two Stock Split | Three-for-Two Stock Split All share and per share data presented have been adjusted to account for the three-for-two stock split effective December 10, 2018. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by major geographic area, and by significant product and service offerings | Sales and usage-based taxes are excluded from revenues. No sales to an individual customer or in a country other than the United States accounted for more than 10% of the sales for the periods listed on the following table. Revenue, classified by the major geographic areas in which our customers are located, was as follows: (In thousands) Three Months Ended March 31, 2019 2018 United States $ 394,000 $ 375,959 Other countries 35,069 32,783 Total Revenues $ 429,069 $ 408,742 Revenue from external customers, classified by significant product and service offerings, was as follows: (In thousands) Three Months Ended March 31, 2019 2018 Residential revenue $ 172,507 $ 164,378 Commercial revenue 169,671 162,205 Termite completions, bait monitoring, & renewals 80,250 76,607 Franchise revenues 3,261 2,407 Other revenues 3,380 3,145 Total Revenues $ 429,069 $ 408,742 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure Earnings Per Share Tables Abstract | |
Schedule of Basic and Diluted earnings per share | Basic and diluted earnings per share attributable to common and restricted shares of common stock for the period were as follows: Three Months Ended March 31, 2019 2018 Basic and diluted earnings per share Common stock $ 0.14 $ 0.15 Restricted shares of common stock $ 0.12 $ 0.17 |
UNEARNED REVENUE (Tables)
UNEARNED REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Changes in unearned revenue | Changes in unearned revenue were as follows: For the period ended March 31, December 31, March 31, (in thousands) 2019 2018 2018 Balance at beginning of year $ 127,075 $ 117,614 $ 117,614 Deferral of unearned revenue 47,737 166,053 47,725 Recognition of unearned revenue (39,958 ) (156,592 ) (38,309 ) Balance at end of period $ 134,854 $ 127,075 $ 126,530 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Classification | (in thousands) Three Months Ended Lease Classification Financial Statement Classification March 31, 2019 Short-term lease cost Cost of services provided, Sales, general, and administrative expenses $ 24 Operating lease cost Cost of services provided, Sales, general, and administrative expenses 19,002 Total lease expense $ 19,026 Other Information Weighted-average remaining lease term – operating leases 4.07 Weighted-average discount rate – operating leases 3.94 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases 18,736 |
Schedule of Future minimum lease payments | Future minimum lease payments at March 31, 2019 were as follows: (in thousands) Operating 2019 (excluding the three months ended March 31, 2019) $ 50,802 2020 54,422 2021 38,698 2022 21,648 2023 11,547 2024 8,001 Thereafter 12,310 Total future minimum lease payments 197,428 Less: Amount representing interest 15,199 Total future minimum lease payments, net of interest $ 182,229 |
Schedule of Future commitments under operating leases | Future commitments under operating leases as of December 31, 2018 are as summarized: (in thousands) Operating 2019 $ 28,751 2020 18,024 2021 14,463 2022 11,142 2023 8,998 Thereafter 16,234 Total future minimum lease payments, net of interest $ 97,612 (1) Future commitments presented in the table above exclude lease payments in renewal periods for which it is reasonably certain that the Company will exercise the renewal |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Components of stock-based compensation | The following table summarizes the components of the Company’s stock-based compensation programs recorded as expense: Three Months Ended March 31, (in thousands) 2019 2018 Time lapse restricted stock: Pre-tax compensation expense $ 3,889 $ 3,093 Tax benefit (821 ) (786 ) Restricted stock expense, net of tax $ 3,068 $ 2,307 |
Unvested restricted stock activity | The following table summarizes information on unvested restricted stock outstanding as of March 31, 2019: Number of Average Grant- Unvested Restricted Stock at December 31, 2018 2,724 $ 21.08 Forfeited (21 ) 22.45 Vested (689 ) 15.63 Granted 485 38.40 Unvested Restricted Stock at March 31, 2019 2,499 $ 25.93 |
PENSION AND POST RETIREMENT B_2
PENSION AND POST RETIREMENT BENEFIT PLANS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Pension and Other Postretirement Benefits Cost (Reversal of Cost) [Abstract] | |
Schedule of Net Pension Benefit Gain | Components of Net Pension Benefit Gain Three Months Ended March 31, (in thousands) 2019 2018 Interest and service cost $ 924 $ 1,995 Expected return on plan assets (30 ) (3,443 ) Amortization of net loss 892 826 Net periodic benefit $ 1,786 $ (622 ) |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed recorded at the date of acquisition | The preliminary values of major classes of assets acquired and liabilities assumed recorded at the date of acquisition, as adjusted during the valuation period, are included in the reconciliation of the total consideration as follows (in thousands): March 31, Accounts receivable, net $ 228 Materials & supplies 237 Equipment and property 829 Goodwill 1,369 Customer contracts and other intangible assets 4,163 Current liabilities (845 ) Other assets and liabilities, net 1,060 Total cash purchase price $ 7,041 |
Schedule of components of intangible assets | The following table sets forth the components of intangible assets as of March 31, 2019 (in thousands): Intangible Asset Carrying Value Useful Life Customer contracts $ 174,777 3-12 Trademarks and tradenames 53,934 0 - 20 Non-compete agreements 4,173 3-20 Patents 1,873 3-15 Other assets 2,439 10 Internet domains 2,227 n/a Total customer contracts and other intangible assets $ 239,423 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of outstanding derivatives not designated as hedges in qualifying hedging relationships [Table TextBlock] | As of March 31, 2019, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships (in thousands except for number of instruments): Non-Designated Derivative Summary FX Forward Contracts Number of Sell Notional Buy Notional Sell AUD/Buy USD Fwd Contract 4 $ 550 $ 395 Sell CAD/Buy USD Fwd Contract 6 $ 5,000 $ 3,760 Total 10 $ 4,155 |
Schedule of fair value of the Company's derivative financial instruments [Table TextBlock] | The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheet as of March 31, 2019 and December 31, 2018 (in thousands): Tabular Disclosure of Fair Values of Derivative Instruments Derivatives Asset Derivative Liabilities Fair Value as of: Derivatives Not Designated as Hedging Instruments March 31, December 31, March 31, December 31, FX Forward Contracts Balance Sheet Location Other Assets Other Assets Other Current Other Current Sell AUD/Buy USD Fwd Contract $ 6 $ 18 $ (2 ) $ (1 ) Sell CAD/Buy USD Fwd Contract 47 121 (41 ) (4 ) Total $ 53 $ 139 $ (43 ) $ (5 ) |
Schedule of Effect of Derivative Instruments on the Income Statement [Table TextBlock] | The table below presents the effect of the Company’s derivative financial instruments on the income statement as of March 31, 2019 and March 31, 2018 (in thousands): Effect of Derivative Instruments on the Income Statement for Derivatives Not Designated as Hedging Instruments for the Three Months Ended March 31, 2019 and 2018 Amount of Gain or (Loss) Derivatives Not Designated Location of Gain or (Loss) Recognized in Income as Hedging Instruments Recognized in Income Three Months Ended March 31 2019 2018 Sell AUD/Buy USD Fwd Contract Other inc/(exp) $ (4 ) $ 11 Sell CAD/Buy USD Fwd Contract Other inc/(exp) (87 ) 136 Total $ (91 ) $ 147 |
Schedule of total fair value classification of derivative transactions [Table TextBlock] | The table below presents the total fair value classification within the fair value hierarchy for the complete portfolio of derivative transactions at March 31, 2019 (in thousands): Recurring Fair Value Measurements Quoted Prices in Active Markets for Identical Significant Other Significant Unobservable Assets and Liabilities Observable Inputs Inputs at March 31, at March 31, at March 31, Total Fair Value (Level 1) (Level 2) (Level 3) at March 31, 2019 2018 2019 2018 2019 2018 2019 2018 Assets Derivative Financial Instruments $ — $ — $ 53 $ 75 $ — $ — $ 53 $ 75 Liabilities Derivative Financial Instruments $ — $ — $ (43 ) $ — $ — $ — $ (43 ) $ — |
BASIS OF PREPARATION AND OTHE_2
BASIS OF PREPARATION AND OTHER (Details Narrative) | 3 Months Ended |
Mar. 31, 2019Number | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of Reportable Segment | 1 |
RECENT ACCOUNTING PRONOUNCEME_2
RECENT ACCOUNTING PRONOUNCEMENTS (Details Narrative) $ in Thousands | Mar. 31, 2019USD ($) |
Recent Accounting Pronouncements | |
Operating Lease Right-Of-Use Assets | $ 195,700 |
Operating Lease Right-Of-Use Liabilities | $ 195,500 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 429,069 | $ 408,742 |
UNITED STATES | ||
Revenue | 394,000 | 375,959 |
Non-US [Member] | ||
Revenue | $ 35,069 | $ 32,783 |
REVENUE (Details 2)
REVENUE (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 429,069 | $ 408,742 |
Residential Contract Revenue [Member] | ||
Revenue | 172,507 | 164,378 |
Commercial Contract Revenue [Member] | ||
Revenue | 169,671 | 162,205 |
Termite Completions, Bait Monitoring, & Renewals [Member] | ||
Revenue | 80,250 | 76,607 |
Franchise Revenues [Member] | ||
Revenue | 3,261 | 2,407 |
Other Revenues [Member] | ||
Revenue | $ 3,380 | $ 3,145 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Basic and diluted earnings per share | ||
Earning Per Share | $ 0.14 | $ 0.15 |
Common Stock [Member] | ||
Basic and diluted earnings per share | ||
Earning Per Share | 0.14 | .15 |
Restricted Stock [Member] | ||
Basic and diluted earnings per share | ||
Earning Per Share | $ .12 | $ .17 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2016 |
Line of Credit [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit maximum borrowing capacity | $ 175,000 | |
Outstanding borrowings | 0 | $ 0 |
Letter of Credit [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit maximum borrowing capacity | 75,000 | |
Swingline Credit Facility [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit maximum borrowing capacity | $ 25,000 |
UNEARNED REVENUE (Details)
UNEARNED REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Change in Contract with Customer, Liability [Roll Forward] | |||
Balance, beginning of period | $ 127,075 | $ 117,614 | $ 117,614 |
Deferral of unearned revenue | 47,737 | 47,725 | 166,053 |
Recognition of unearned revenue | (39,958) | (38,809) | (156,592) |
Balance, end of period | $ 134,854 | $ 126,530 | $ 127,075 |
UNEARNED REVENUE (Details Narra
UNEARNED REVENUE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Disclosure Unearned Revenue Details Narrative Abstract | ||
Deferred Revenue Recognized | $ 40,000 | $ 38,800 |
Long-term unearned revenue | $ 10,900 | $ 11,100 |
Long-term unearned revenue, recognition period (or less) | 5 years |
LEASES (Details)
LEASES (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Lease Classification | |
Short-term lease cost | $ 24 |
Operating lease cost | 19,002 |
Total lease expense | $ 19,026 |
Weighted-average remaining lease term - operating leases | 4 years 25 days |
Weighted-average discount rate - operating leases | 3.94% |
Operating cash flows for operating leases | $ 18,736 |
LEASES (Details 2)
LEASES (Details 2) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 (excluding the three months ended March 31, 2019) | $ 50,802 |
2020 | 54,422 |
2021 | 38,698 |
2022 | 21,648 |
2023 | 11,547 |
2024 | 8,001 |
Thereafter | 12,310 |
Total future minimum lease payments | 197,428 |
Less: Amount representing interest | 15,199 |
Total future minimum lease payments, net of interest | $ 182,229 |
LEASES (Details 3)
LEASES (Details 3) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 28,751 |
2020 | 18,024 |
2021 | 14,463 |
2022 | 11,142 |
2023 | 8,998 |
Thereafter | 16,234 |
Total future minimum lease payments, net of interest | $ 97,612 |
LEASES (Details Narrative)
LEASES (Details Narrative) $ in Thousands | Mar. 31, 2019USD ($) |
Total future minimum lease payments | $ 197,428 |
Building [Member] | |
Total future minimum lease payments | 94,800 |
Vehicle [Member] | |
Total future minimum lease payments | $ 102,600 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Time Lapse Restricted Shares and Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Time lapse restricted stock: | ||
Pre-tax compensation expense | $ 3,889 | $ 3,093 |
Tax benefit | (821) | (786) |
Restricted stock expense, net of tax | $ 3,068 | $ 2,307 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 30, 2019$ / sharesshares | |
Unvested restricted stock activity | |
Balance outstanding at the beginning of the period (in shares) | shares | 2,724 |
Forfeited (in shares) | shares | (21) |
Vested (in shares) | shares | (689) |
Granted (in shares) | shares | 485 |
Balance outstanding at the end of the period (in shares) | shares | 2,499 |
Weighted-Average Grant-Date Fair Value | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 21.08 |
Forfeited (in dollars per share) | $ / shares | 22.45 |
Vested (in dollars per share) | $ / shares | 15.63 |
Granted (in dollars per share) | $ / shares | 38.40 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 25.93 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Cash dividend paid | $ 34,332 | $ 30,602 | |
Cash dividend per share (in dollars per share) | $ 0.105 | $ 0.093 | |
Shares repurchased | $ 9,100 | $ 9,200 | |
Restricted Stock Units (RSUs) [Member] | |||
Unrecognized compensation cost | $ 53,500 | $ 39,200 | |
Unrecognized compensation cost, period for recognition | 4 years 9 months 18 days | 4 years 1 month 6 days |
PENSION AND POST RETIREMENT B_3
PENSION AND POST RETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Components of net periodic pension benefit Gain | ||
Interest and service cost | $ 924 | $ 1,995 |
Expected return on plan assets | (30) | (3,443) |
Amortization of net loss | 892 | 826 |
Net periodic loss/(benefit) | $ 1,786 | $ (622) |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Goodwill | $ 370,492 | $ 368,481 |
Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Accounts receivable | 228 | |
Current Assets | 237 | |
Equipment and property | 829 | |
Goodwill | 1,369 | |
Customer contracts and other intangible assets | 4,163 | |
Current liabilities | (845) | |
Other assets and liabilities, net | 1,060 | |
Total cash purchase price | $ 7,041 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details 2) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |
Finite lived intangible assets fair value | $ 239,423 |
Customer Contracts [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets fair value | $ 174,777 |
Customer Contracts [Member] | Minimum [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets useful life | 3 years |
Customer Contracts [Member] | Maximum [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets useful life | 12 years |
Trademarks and Trade Names [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets fair value | $ 53,934 |
Trademarks and Trade Names [Member] | Minimum [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets useful life | 0 years |
Trademarks and Trade Names [Member] | Maximum [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets useful life | 20 years |
Noncompete Agreements [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets fair value | $ 4,173 |
Noncompete Agreements [Member] | Minimum [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets useful life | 3 years |
Noncompete Agreements [Member] | Maximum [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets useful life | 20 years |
Patents [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets fair value | $ 1,873 |
Patents [Member] | Minimum [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets useful life | 3 years |
Patents [Member] | Maximum [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets useful life | 15 years |
Other Assets [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets fair value | $ 2,439 |
Finite lived intangible assets useful life | 10 years |
Internet Domain [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets fair value | $ 2,227 |
BUSINESS COMBINATIONS (Detail_2
BUSINESS COMBINATIONS (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||
Carrying amount of goodwill | $ 370,492 | $ 368,481 |
Carrying amount of goodwill in foreign countries | 55,500 | 54,900 |
Customer contracts | ||
Business Acquisition [Line Items] | ||
Carrying amount of finite lived intangible assets | 174,800 | 178,100 |
Carrying amount of finite lived intangible assets in foreign countries | 36,300 | 37,100 |
Trademarks and Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Carrying amount of finite lived intangible assets | 53,900 | 54,100 |
Carrying amount of finite lived intangible assets in foreign countries | 3,600 | 3,700 |
Other intangible assets | ||
Business Acquisition [Line Items] | ||
Carrying amount of finite lived intangible assets | 10,700 | 11,000 |
Carrying amount of finite lived intangible assets in foreign countries | $ 1,500 | $ 1,600 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 1) $ in Thousands | Mar. 31, 2019USD ($)Number |
Number of Instruments | Number | 10 |
Sell Notional | $ 5,550 |
Buy Notional | $ 4,155 |
Sell AUD/Buy USD Fwd Contract [Member] | |
Number of Instruments | Number | 4 |
Sell Notional | $ 550 |
Buy Notional | $ 395 |
Sell CAD/Buy USD Fwd Contract [Member] | |
Number of Instruments | Number | 6 |
Sell Notional | $ 5,000 |
Buy Notional | $ 3,760 |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 2) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Other Derivative Assets | $ 53 | $ 139 |
Other Derivative Liabilities | (43) | (5) |
Sell AUD/Buy USD Fwd Contract [Member] | ||
Other Derivative Assets | 6 | 18 |
Other Derivative Liabilities | (2) | (1) |
Sell CAD/Buy USD Fwd Contract [Member] | ||
Other Derivative Assets | 47 | 121 |
Other Derivative Liabilities | $ (41) | $ (4) |
DERIVATIVE INSTRUMENTS AND HE_5
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 3) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 30, 2019 | Mar. 31, 2018 | |
Amount of Gain or (Loss) Recognized in Income | $ (91) | $ 147 | |
Sell AUD/Buy USD Fwd Contract [Member] | |||
Location of Gain or (Loss) Recognized in Income | Other inc/(exp) | Other inc/(exp) | |
Amount of Gain or (Loss) Recognized in Income | $ (4) | $ 11 | |
Sell CAD/Buy USD Fwd Contract [Member] | |||
Location of Gain or (Loss) Recognized in Income | Other inc/(exp) | Other inc/(exp) | |
Amount of Gain or (Loss) Recognized in Income | $ (87) | $ 136 |
DERIVATIVE INSTRUMENTS AND HE_6
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details 4) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Derivative Assets | $ 53 | $ 139 | |
Derivative Liabilities | (43) | $ (5) | |
Fair Value, Measurements, Recurring [Member] | |||
Derivative Assets | 53 | $ 75 | |
Derivative Liabilities | (43) | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Derivative Assets | 53 | $ 75 | |
Derivative Liabilities | $ (43) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | Apr. 23, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Common Stock, Shares Authorized | 375,000,000 | 375,000,000 | |
Subsequent Event [Member] | |||
Dividend declared quarterly (in dollars per share) | $ 0.105 | ||
Common Stock, Shares Authorized | 550,000,000 |