Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 16, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-4422 | |
Entity Registrant Name | ROLLINS, INC. | |
Entity Central Index Key | 0000084839 | |
Entity Tax Identification Number | 51-0068479 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2170 Piedmont Road | |
Entity Address, Address Line Two | N.E. | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30324 | |
City Area Code | (404) | |
Local Phone Number | 888-2000 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | ROL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 492,123,516 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 117,322 | $ 98,477 |
Trade receivables, net of allowance for expected credit losses of $15,731 and $16,854, respectively | 122,445 | 126,337 |
Financed receivables, short-term, net of allowance for expected credit losses of $1,292 and $1,297, respectively | 22,402 | 23,716 |
Materials and supplies | 32,645 | 30,843 |
Other current assets | 39,229 | 35,404 |
Total current assets | 334,043 | 314,777 |
Equipment and property, net of accumulated depreciation of $299,170 and $299,226, respectively | 143,899 | 178,052 |
Goodwill | 659,795 | 653,176 |
Customer contracts, net | 297,288 | 298,949 |
Trademarks & tradenames, net | 108,761 | 109,044 |
Other intangible assets, net | 10,198 | 10,777 |
Operating lease right-of-use assets, net | 252,343 | 212,342 |
Financed receivables, long-term, net of allowance for expected credit losses of $2,078 and $1,934, respectively | 38,105 | 38,187 |
Benefit plan assets | 1,167 | 1,198 |
Deferred income taxes | 2,649 | 2,222 |
Other assets | 28,632 | 27,176 |
Total assets | 1,876,880 | 1,845,900 |
LIABILITIES | ||
Accounts payable | 66,586 | 64,596 |
Accrued insurance | 31,709 | 31,675 |
Accrued compensation and related liabilities | 78,357 | 91,011 |
Unearned revenues | 140,378 | 131,253 |
Operating lease liabilities - current | 75,822 | 73,248 |
Current portion of long-term debt | 18,750 | 17,188 |
Other current liabilities | 96,186 | 63,540 |
Total current liabilities | 507,788 | 472,511 |
Accrued insurance, less current portion | 36,062 | 36,067 |
Operating lease liabilities, less current portion | 178,508 | 140,897 |
Long-term debt | 96,250 | 185,812 |
Deferred income tax liabilities | 9,005 | 10,612 |
Long-term accrued liabilities | 60,332 | 58,641 |
Total liabilities | 887,945 | 904,540 |
Preferred stock, without par value; 500,000 shares authorized, zero shares issued | ||
Common stock, par value $1 per share; 550,000,000 shares authorized, 492,123,516 and 491,612,059 shares issued and outstanding, respectively | 492,124 | 491,612 |
Paid in capital | 95,824 | 101,757 |
Accumulated other comprehensive loss | (11,155) | (10,897) |
Retained earnings | 412,142 | 358,888 |
Total stockholders’ equity | 988,935 | 941,360 |
Total liabilities and stockholders’ equity | $ 1,876,880 | $ 1,845,900 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Trade receivables, allowance for doubtful accounts | $ 15,731 | $ 16,854 |
Financing receivables, short-term, allowance for doubtful accounts | 1,292 | 1,297 |
Net of Accumulated Decpreciation | 299,170 | 299,226 |
Financing receivables, long-term, allowance for doubtful accounts | $ 2,078 | $ 1,934 |
Preferred Stock, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Common Stock, Par Value | $ 1 | $ 1 |
Common Stock, Shares Authorized | 550,000,000 | 550,000,000 |
Common Stock, Shares, Issued | 492,123,516 | 491,612,059 |
Common Stock, Shares, Outstanding | 492,123,516 | 491,612,059 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
REVENUES | ||
Customer services | $ 535,554 | $ 487,901 |
COSTS AND EXPENSES | ||
Cost of services provided | 261,552 | 251,152 |
Depreciation and amortization | 23,596 | 21,597 |
Sales, general and administrative | 162,208 | 157,862 |
(Gains)/losses on sale of assets, net | (32,260) | (275) |
Interest expense, net | 606 | 2,165 |
INCOME BEFORE INCOME TAXES | 119,852 | 55,400 |
PROVISION FOR INCOME TAXES | 27,209 | 12,132 |
NET INCOME | $ 92,643 | $ 43,268 |
NET INCOME PER SHARE - BASIC AND DILUTED | $ 0.19 | $ 0.09 |
DIVIDENDS PAID PER SHARE | $ 0.08 | $ 0.08 |
Weighted average shares outstanding - basic and diluted | 492,003,000 | 491,524,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
NET INCOME | $ 92,643 | $ 43,268 |
Other comprehensive earnings / (loss) | ||
Foreign currency translation adjustments | (421) | (16,868) |
Change in derivatives, net of tax | 163 | (734) |
Comprehensive earnings | $ 92,385 | $ 25,666 |
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 |
Beginning Balance, Shares at Dec. 31, 2019 | 491,146,000 | ||||
Beginning Balance at Dec. 31, 2019 | $ 491,146 | $ 89,413 | $ (21,109) | $ 256,300 | $ 815,750 |
Impact of adoption of ASC 326 | 2,484 | 2,484 | |||
Net Income | 43,268 | 43,268 | |||
Other comprehensive income, net of tax | |||||
Foreign currency translation adjustments | (16,868) | (16,868) | |||
Change in derivatives | (734) | (734) | |||
Cash dividends | (39,317) | (39,317) | |||
Stock compensation | $ 833 | 3,264 | (278) | 3,819 | |
Stock compensation, Shares | 833,000 | ||||
Employee stock buybacks | $ (328) | (7,812) | 109 | (8,031) | |
Employee stock buybacks, Shares | (328,000) | ||||
Ending Balance, Shares at Mar. 31, 2020 | 491,651,000 | ||||
Ending Balance at Mar. 31, 2020 | $ 491,651 | 84,865 | (38,711) | 262,566 | 800,371 |
Beginning Balance, Shares at Dec. 31, 2020 | 491,612,000 | ||||
Beginning Balance at Dec. 31, 2020 | $ 491,612 | 101,757 | (10,897) | 358,888 | 941,360 |
Net Income | 92,643 | 92,643 | |||
Other comprehensive income, net of tax | |||||
Foreign currency translation adjustments | (421) | (421) | |||
Change in derivatives | 163 | 163 | |||
Cash dividends | (39,389) | (39,389) | |||
Stock compensation | 768 | 3,153 | 3,921 | ||
Employee stock buybacks | $ (256) | (9,086) | (9,342) | ||
Ending Balance, Shares at Mar. 31, 2021 | 492,124,000 | ||||
Ending Balance at Mar. 31, 2021 | $ 492,124 | $ 95,824 | $ (11,155) | $ 412,142 | $ 988,935 |
CONSOLIDATED STATEMENTS OF STAT
CONSOLIDATED STATEMENTS OF STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
OPERATING ACTIVITIES | ||
Net income | $ 92,643 | $ 43,268 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 23,596 | 21,597 |
Deferred income tax (benefit)/provision | (2,039) | 2,999 |
Provision for expected credit losses | 2,686 | 2,288 |
Stock based compensation expense | 3,921 | 3,819 |
(Gains)/losses on sale of assets, net | (32,260) | (275) |
Other, net | (62) | (340) |
Changes in operating assets and liabilities | 31,001 | 18,607 |
Net cash provided by operating activities | 119,486 | 91,963 |
INVESTING ACTIVITIES | ||
Cash used for acquisitions of companies, net of cash acquired | (16,978) | (47,586) |
Purchases of equipment and property | (7,826) | (6,674) |
Proceeds from sales of franchises | 99 | 267 |
Proceeds from sales of assets | 65,101 | 668 |
Other, net | (253) | 273 |
Net cash provided by/(used in) investing activities | 40,143 | (53,052) |
FINANCING ACTIVITIES | ||
Payment of contingent consideration | (4,926) | (2,040) |
Repayment of term loan | (21,000) | (3,200) |
Repayment on revolving commitment | (70,500) | (32,500) |
Borrowings on revolving commitment | 3,500 | 64,000 |
Cash paid for common stock purchased | (9,342) | (8,031) |
Dividends paid | (39,389) | (39,317) |
Net cash (used in) financing activities | (141,657) | (21,088) |
Effect of exchange rate changes on cash | 873 | (19,517) |
Net increase/(decrease) in cash and cash equivalents | 18,845 | (1,694) |
Cash and cash equivalents at beginning of period | 98,477 | 94,276 |
Cash and cash equivalents at end of period | 117,322 | 92,582 |
Supplemental disclosure of cash flow information: | ||
Non-cash additions to operating lease right-of-use assets | $ 60,389 | $ 27,894 |
BASIS OF PREPARATION AND OTHER
BASIS OF PREPARATION AND OTHER | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PREPARATION AND OTHER | NOTE 1. BASIS OF PREPARATION AND OTHER Basis of Preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. There has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of Rollins, Inc. (the “Company”, “we”, “our”) for the year ended December 31, 2020. Accordingly, the quarterly condensed consolidated financial statements and related disclosures herein should be read in conjunction with the 2020 Annual Report on Form 10-K. 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 March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic, which continues to spread throughout the U.S. and the world. This has resulted in authorities implementing numerous measures to contain the virus, including, but not limited to, travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. The pest control industry was designated as “essential” by the Department of Homeland Security and the Company has been able to remain operational in every part of the world in which it operates. The Company’s consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements. The Company considered the impact of COVID-19 on the assumptions and estimates used in preparing the condensed consolidated financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the Company’s financial results for the quarter have been made. These adjustments are of a normal recurring nature but complicated by the uncertainty surrounding the global economic impact of the COVID-19 pandemic. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of results for the entire year. The severity, magnitude and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain, rapidly changing and difficult to predict. Therefore, our accounting estimates and assumptions may change over time in response to COVID-19 and may change materially in future periods. The Company has 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. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The update provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) contract modifications on financial reporting, caused by reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is still evaluating the impact, but does not expect the adoption of the standard to have a material impact on the Company’s consolidated Financial Statements. In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The standard eliminates the need for an organization to analyze whether the following apply in a given period (1) exception to the incremental approach for intraperiod tax allocation (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in tax laws in interim periods. The Company adopted ASU 2019-12 effective January 1, 2021 and the adoption did not have a material impact on the Company’s consolidated financial statements. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | NOTE 3. REVENUE The following tables present our revenues disaggregated by revenue source (in thousands). 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 10% or more of the sales for the periods listed on the following table. Revenue (In thousands) Three Months Ended March 31, 2021 2020 United States $ 494,100 $ 452,346 Other countries 41,454 35,555 Total Revenues $ 535,554 $ 487,901 Revenue from external customers, classified by significant product and service offerings, was as follows: Three Months Ending March 31, (in thousands) 2021 2020 Residential revenue $ 235,179 $ 204,657 Commercial revenue 188,697 183,315 Termite completions, bait monitoring, & renewals 105,694 94,227 Franchise revenues 3,459 3,417 Other revenues 2,525 2,285 Total Revenues $ 535,554 $ 487,901 |
ALLOWANCE FOR CREDIT LOSSES
ALLOWANCE FOR CREDIT LOSSES | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
ALLOWANCE FOR CREDIT LOSSES | NOTE 4. ALLOWANCE FOR CREDIT LOSSES Effective January 1, 2020, the Company adopted ASC 326, the new accounting standard related to credit losses. The Company is exposed to credit losses primarily related to accounts receivables and financed receivables derived from customer services revenue. To reduce credit risk for residential pest control accounts receivable, we promote enrollment in our auto-pay programs. In general, we may suspend future services for customers with past due balances. The Company’s credit risk is generally low with a large number of entities comprising Rollins’ customer base and dispersion across many different geographical regions. The Company manages its financing receivables on an aggregate basis when assessing and monitoring credit risks. The Company’s established credit evaluation and monitoring procedures seek to minimize the amount of business we conduct with higher risk customers. The credit quality of a potential obligor is evaluated at the loan origination based on an assessment of the individual’s Beacon/credit bureau score. Rollins requires a potential obligor to have good credit worthiness with low risk before entering into a contract. Depending upon the individual’s credit score, the Company may accept with 100% financing or require a significant down payment or turn down the contract. Delinquencies of accounts are monitored each month. Financing receivables include installment receivable amounts which are due subsequent to one year from the balance sheet dates. ROLLINS, INC. AND SUBSIDIARIES The Company’s allowances for credit losses for trade accounts receivable and financed receivables are developed using historical collection experience, current economic and market conditions, reasonable and supportable forecasts, and a review of the current status of customers’ receivables. The Company’s receivable pools are classified between residential customers, commercial customers, large commercial customers, and financed receivables. Accounts are written-off against the allowance for doubtful accounts when the Company determines that amounts are uncollectible, and recoveries of amounts previously written off are recorded when collected. The Company stops accruing interest to these receivables when they are deemed uncollectible. Below is a roll forward of the Company’s allowance for credit losses for the three months ended March 31, 2021 and 2020. Schedule of Roll Forward of the Company's Allowance for Credit Losses Allowance for Credit Losses Trade Financed Total Balance at December 31, 2020 16,854 3,231 20,085 Provision for expected credit losses 1,865 821 2,686 Write-offs charged against the allowance (4,099 ) (681 ) (4,780 ) Recoveries collected 1,111 (1 ) 1,110 Balance at March 31, 2021 $ 15,731 $ 3,370 $ 19,101 Allowance for Credit Losses Trade Receivables Financed Receivables Total Receivables Balance at December 31, 2019 $ 16,699 $ 2,959 $ 19,658 Adoption of ASC 326 (3,330 ) — (3,330 ) Provision for expected credit losses 1,553 734 2,287 Write-offs charged against the allowance (3,779 ) (640 ) (4,419 ) Recoveries collected 718 — 718 Balance at March 31, 2020 $ 11,861 $ 3,053 $ 14,914 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 5. 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 Three Months Ending March 31, 2021 2020 Basic and diluted earnings per share Common stock $ 0.19 $ 0.09 Restricted shares of common stock $ 0.19 $ 0.08 |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 6. CONTINGENCIES In the normal course of business, certain of the Company’s subsidiaries are defendants in a number of lawsuits, claims, arbitrations, regulatory actions or investigations which allege that the subsidiaries’ services caused damage or in evaluating the Company’s practices. 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, litigation, regulatory action (including tax) or investigation, 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 OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company's financial instruments consist of cash and cash equivalents, trade receivables, notes receivable, accounts payable, other short-term liabilities, and debt. The carrying amounts of these financial instruments approximate their respective fair values. The Company also has derivative instruments as further discussed in Note 15. Derivative Instruments and Hedging Activities. At March 31, 2021 and 2020, the Company had $33.0 million and $51.3 million of acquisition holdback and earnout liabilities with the former owners of acquired companies. The earnout liabilities were discounted to reflect the expected probability of payout, and both earnout and holdback liabilities were discounted to their net present value on the Company's books and are considered level 3 liabilities. The table below presents a summary of the changes in fair value for these liabilities. The table below presents a summary of the changes in fair value for these liabilities. Three Months Ending March 31, (in thousands) 2021 2020 Beginning $ 35,744 $ 49,131 New acquisitions and revaluations 2,067 4,489 Payouts (4,926 ) (2,040 ) Interest on outstanding contingencies 279 583 Charge offset, forfeit and other (188 ) (835 ) Ending balance $ 32,976 $ 51,328 |
UNEARNED REVENUE
UNEARNED REVENUE | 3 Months Ended |
Mar. 31, 2021 | |
Unearned Revenue | |
UNEARNED REVENUE | NOTE 8. UNEARNED REVENUE The Company records unearned revenue when we have either received payment or contractually have the right to bill for services in advance of the services or performance obligations being performed. Deferred revenue recognized in the three months ended March 31, 2021 and 2020 were $45.8 million and $42.7 million, respectively. Changes in unearned revenue were as follows: Changes in unearned revenue were as follows: Three Months Ended March 31, (in thousands) 2021 2020 Balance at beginning of year $ 149,224 $ 136,507 Deferral of unearned revenue 55,379 49,552 Recognition of unearned revenue (45,837 ) (42,707 ) Balance at end of period $ 158,766 $ 143,352 The Company had no material contracted, but not recognized, revenue as of March 31, 2021 or December 31, 2020. At March 31, 2021 and December 31, 2020, the Company had long-term unearned revenue of $ 18.4 18.0 five years |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
LEASES | NOTE 9. LEASES The Company leases certain buildings, vehicles, and equipment in order to reduce the risk associated with ownership. The Company elected the practical expedient approach 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, 2021, and December 31, 2020, all leases were classified as operating leases. Building leases generally carry terms of 5 to 15 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 7 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 non-lease components of contracts. Our lease agreements do not contain any material variable payments, residual value guarantees, early termination penalties or restrictive covenants. During the three months ended March 31, 2021, the Company completed a sale-leaseback transaction where it sold 16 of its properties related to the Clark Pest Control acquisition for gross proceeds of $62.1 million and a gain of $31.1 million. These leases are classified as operating leases with terms of 7 to 15 years. ROLLINS, INC. AND SUBSIDIARIES 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 March 31, Lease Classification Financial Statement Classification 2021 2020 Short-term lease cost Cost of services provided, Sales, general, and administrative expenses $ 60 $ 76 Operating lease cost Cost of services provided, Sales, general, and administrative expenses 22,634 20,717 Total lease expense $ 22,694 $ 20,793 Other Information Weighted-average remaining lease term – operating leases 5.66 years 3.84 years Weighted-average discount rate – operating leases 3.85 % 3.93 % Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 22,457 $ 20,477 Lease Commitments Future minimum lease payments (in thousands) Operating 2021 (excluding the three months ended March 31, 2021) $ 64,099 2022 70,231 2023 50,144 2024 27,083 2025 14,908 2026 10,803 Thereafter 48,844 Total Future Minimum Lease Payments 286,112 Less: Amount representing interest 31,782 Total future minimum lease payments, net of interest $ 254,330 Future commitments presented in the table above include lease payments in renewal periods for which it is reasonably certain that the Company will exercise the renewal option. Total future minimum lease payments for operating leases, including the amount representing interest, are comprised of $ 156.8 129.3 ROLLINS, INC. AND SUBSIDIARIES |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 10. GOODWILL AND INTANGIBLE ASSETS The cumulative carrying amount of goodwill was $659.8 million and $653.2 million at March 31, 2021 and December 31, 2020, 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 $81.3 million at March 31, 2021 and $81.4 million at December 31, 2020. The Company tests goodwill and indefinite-lived intangible assets as of September 30 each year, or more frequently if indicators of an impairment exist. The Company has concluded there were no indicators of impairment during the three months ended March 31, 2021. The carrying amount of customer contracts was $ 297.3 298.9 108.8 109.0 10.2 10.8 44.6 45.7 3.2 3.3 0.9 1.0 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 indefinite-lived and amortizable intangible assets as of March 31, 2021 (in thousands): Intangible Asset Carrying Useful Life Customer contracts $ 297,288 3 20 Trademarks and tradenames 108,761 N/A- 20 Non-compete agreements 4,457 3 20 Internet domains 2,227 N/A 10 Patents 1,446 3 15 Other assets 2,068 N/A- 10 Total customer contracts and other intangible assets $ 416,247 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 11. DEBT On April 30, 2019, the Company entered into a Revolving Credit Agreement with Truist Bank N.A. (formerly SunTrust Bank N.A.) and Bank of America, N.A. (the “Credit Agreement”) for an unsecured revolving commitment of up to $ 175.0 75.0 25.0 250.0 115.0 67.0 136.0 The Credit Agreement includes a debt covenant that requires the Company’s leverage ratio to be no greater than 3.00:1.00. The Leverage Ratio is calculated as of the last day of the fiscal quarter most recently ended. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 12. STOCKHOLDERS' EQUITY During the three months ended March 31, 2021, the Company paid $39.4 million, or $ 0.08 0.08 During the first quarter ended March 31, 2021 and during the same period in 2020, the Company did not repurchase shares on the open market. The Company repurchases shares from employees for the payment of their taxes on restricted shares that have vested. The Company repurchased $ 9.3 8.0 As more fully discussed in Note 17 of the Company’s notes to the consolidated financial statements in its 2020 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, 2021, approximately 6.6 million shares of the Company’s common stock were reserved for issuance. Time Lapse Restricted Shares The following table summarizes the components of the Company’s stock-based compensation Three Months Ended March 31, (in thousands) 2021 2020 Time lapse restricted stock: Pre-tax compensation expense $ 3,921 $ 3,819 Tax benefit (886 ) (837 ) Restricted stock expense, net of tax $ 3,035 $ 2,982 The following table summarizes information on unvested restricted stock outstanding (number of shares in thousands) Number of Average Grant- Unvested Restricted Stock at December 31, 2020 2,870 $ 20.36 Forfeited (10 ) 22.44 Vested (774 ) 16.16 Granted 778 37.04 Unvested Restricted Stock at March 31, 2021 2,864 $ 26.02 At March 31, 2021 and December 31, 2020, the Company had $ 65.2 40.5 4.5 years |
PENSION PLAN
PENSION PLAN | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
PENSION PLAN | NOTE 13. PENSION PLAN In September 2019, the Company settled its fully-funded Rollins, Inc. pension plan. As of March 31, 2021, $1.2 million of Rollins, Inc. pension assets remained in the trust with a planned reversion of the remaining pension assets to the Company per ERISA regulations before year end. The Company anticipates tax of approximately 45% of the pension plan assets to be paid upon reversion, which includes 20% excise tax. In addition, the Company has a remaining Waltham, Inc. defined benefit plan. This plan had assets of $2.1 million, a projected liability of $3.0 million and an unfunded status of $0.9 million as of March 31, 2021. The Company has not made contributions to its defined benefit retirement plans since 2019. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | NOTE 14. BUSINESS COMBINATIONS The Company made nine 31 Schedule of Assets Acquired and Liabilities assumed recorded at the date of acquisition. March 31, Accounts receivable, net $ 354 Materials & supplies 80 Equipment and property 867 Goodwill 6,996 Customer contracts 10,618 Other intangible assets 38 Current liabilities (54 ) Other assets and liabilities, net 146 Total purchase price 19,045 Less: Contingent consideration liability (2,067 ) Total cash purchase price $ 16,978 Goodwill from acquisitions represents the excess of the purchase price over the fair value of net assets of businesses acquired. The factors contributing to the amount of goodwill are based on strategic and synergistic benefits that are expected to be realized. For the period ended March 31, 2021, $7.0 million of goodwill was added related to the nine acquisitions noted above. The recognized goodwill is expected to be deductible for tax purposes. |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | NOTE 15. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Company is exposed to certain interest rate risks on our outstanding debt and foreign currency risks arising from our international business operations and global economic conditions. The Company enters into certain derivative financial instruments to lock in certain interest rates, as well as to protect the value or fix the amount of certain obligations in terms of its functional currency, the U.S. dollar. Cash Flow Hedges of Interest Rate Risk The Company uses interest rate swap arrangements to manage or hedge its interest rate risk. Notwithstanding the terms of the swaps, the Company is ultimately obligated for all amounts due and payable under the Credit Facility. The Company does not use such instruments for speculative or trading purposes. On June 19, 2019, the Company entered into a floating-to-fixed interest rate swap for an aggregate notional amount of $100.0 million in order to hedge a portion of the Company’s floating rate indebtedness under the Credit Facility. The Company designated the swap as a cash flow hedge. The swap requires us to pay a fixed rate of 1.94% per annum on the notional amount. The cash flows from the swap began June 30, 2019 and ends on December 31, 2021. As of December 31, 2020, $0.4 million had been recorded as a loss in Accumulated Other Comprehensive Income (“AOCI”). For the three months ended March 31, 2021, a gain of $0.2 million was recorded in AOCI, compared to a loss of $0.7 million for the three months ended March 31, 2020. Realized gains and losses in connection with each required interest payment are reclassified from AOCI to interest expense during the period of the cash flows. During the first three months ended March 31, 2021, the Company reclassified nil into interest expense and credited $0.1 million as interest income during the three months ended March 31, 2020. The fair value of the Company’s interest rate swaps was recorded as $0.2 million in Other Current Liabilities at March 31, 2021. The fair value of the Company’s interest rate swaps was recorded as $0.2 million in Long-Term Liabilities at December 31, 2020. On a quarterly basis, management evaluates any swap agreement to determine its effectiveness or ineffectiveness and records the change in fair value as an adjustment to AOCI. Management intends that the swap remains effective. ROLLINS, INC. AND SUBSIDIARIES Hedges of Foreign Exchange Risk The Company is exposed to fluctuations in various foreign currencies against its functional currency, the US dollar. We use foreign currency derivatives, specifically foreign currency forward contracts (“FX Forwards”), to manage our exposure to fluctuations in the USD-CAD and AUD-USD exchange rates. FX Forwards involve fixing the foreign currency exchange rate for delivery of a specified amount of foreign currency on a specified date. The FX Forwards are typically settled in US dollars for their fair value at or close to their settlement date. We do not currently designate any of these FX Forwards under hedge accounting, but rather reflect the changes in fair value immediately in earnings. We do not use such instruments for speculative or trading purposes, but rather use them to manage our exposure to foreign exchange rates. Changes in the fair value of FX Forwards were recorded in other income/expense and were equal to a net loss of $0.3 million and a net gain of $1.1 million for the three months ended March 31, 2021 and 2020, respectively. The fair values of the Company’s FX Forwards were recorded as net obligations of $0.4 million and $0.4 million in Other Current Liabilities at March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021, the Company had the following outstanding FX Forwards Non-Designated Derivative Summary FX Forward Contracts Number of Sell Buy Sell AUD/Buy USD Fwd Contract 11 $ 1,300 $ 949 Sell CAD/Buy USD Fwd Contract 13 $ 13,500 $ 10,393 Total 24 $ 11,342 The financial statement impact related to these derivative instruments was insignificant for the three months ended March 31, 2021 and year ended December 31, 2020. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16. SUBSEQUENT EVENTS The Company previously announced that it was pursuing corrective actions in connection with certain corporate acts involving the amendment to the Company’s certificate of incorporation that was approved by Company stockholders on April 23, 2019 (the “2019 Amendment”). In connection with the 2019 Amendment, the shareholders voted to increase the number of authorized shares of capital stock to 550,500,000 shares, including 550 million shares of common stock and 500,000 shares of preferred stock. Due to a clerical error, the Certificate of Amendment for the 2019 Amendment was not filed with the Delaware Secretary of State. The Company filed a petition with the Delaware Chancery Court to deem the 2019 Amendment to be filed on April 23, 2019, and the Court granted the petition on April 23, 2021 resulting in the correction of the technical defects. On April 27, 2021, shareholders approved an amendment to Rollins, Inc.’s Certificate of Incorporation to increase the number of authorized shares of common stock from 550,000,000 800,000,000 On April 27, 2021, the Company announced that the Board of Directors declared a regular quarterly cash dividend on its common stock of $ 0.08 |
BASIS OF PREPARATION AND OTHER
BASIS OF PREPARATION AND OTHER (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. There has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of Rollins, Inc. (the “Company”, “we”, “our”) for the year ended December 31, 2020. Accordingly, the quarterly condensed consolidated financial statements and related disclosures herein should be read in conjunction with the 2020 Annual Report on Form 10-K. 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 March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic, which continues to spread throughout the U.S. and the world. This has resulted in authorities implementing numerous measures to contain the virus, including, but not limited to, travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. The pest control industry was designated as “essential” by the Department of Homeland Security and the Company has been able to remain operational in every part of the world in which it operates. The Company’s consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements. The Company considered the impact of COVID-19 on the assumptions and estimates used in preparing the condensed consolidated financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the Company’s financial results for the quarter have been made. These adjustments are of a normal recurring nature but complicated by the uncertainty surrounding the global economic impact of the COVID-19 pandemic. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of results for the entire year. The severity, magnitude and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain, rapidly changing and difficult to predict. Therefore, our accounting estimates and assumptions may change over time in response to COVID-19 and may change materially in future periods. The Company has 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. |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue |
REVENUE | (In thousands) Three Months Ended March 31, 2021 2020 United States $ 494,100 $ 452,346 Other countries 41,454 35,555 Total Revenues $ 535,554 $ 487,901 |
REVENUE (Details 2) | Three Months Ending March 31, (in thousands) 2021 2020 Residential revenue $ 235,179 $ 204,657 Commercial revenue 188,697 183,315 Termite completions, bait monitoring, & renewals 105,694 94,227 Franchise revenues 3,459 3,417 Other revenues 2,525 2,285 Total Revenues $ 535,554 $ 487,901 |
ALLOWANCE FOR CREDIT LOSSES (Ta
ALLOWANCE FOR CREDIT LOSSES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Roll Forward of the Company's Allowance for Credit Losses | Schedule of Roll Forward of the Company's Allowance for Credit Losses |
ALLOWANCE FOR CREDIT LOSSES | Allowance for Credit Losses Trade Financed Total Balance at December 31, 2020 16,854 3,231 20,085 Provision for expected credit losses 1,865 821 2,686 Write-offs charged against the allowance (4,099 ) (681 ) (4,780 ) Recoveries collected 1,111 (1 ) 1,110 Balance at March 31, 2021 $ 15,731 $ 3,370 $ 19,101 Allowance for Credit Losses Trade Receivables Financed Receivables Total Receivables Balance at December 31, 2019 $ 16,699 $ 2,959 $ 19,658 Adoption of ASC 326 (3,330 ) — (3,330 ) Provision for expected credit losses 1,553 734 2,287 Write-offs charged against the allowance (3,779 ) (640 ) (4,419 ) Recoveries collected 718 — 718 Balance at March 31, 2020 $ 11,861 $ 3,053 $ 14,914 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and diluted earnings per share attributable to common and restricted shares of common stock | Basic and diluted earnings per share attributable to common and restricted shares of common stock |
EARNINGS PER SHARE | Three Months Ending March 31, 2021 2020 Basic and diluted earnings per share Common stock $ 0.19 $ 0.09 Restricted shares of common stock $ 0.19 $ 0.08 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
The table below presents a summary of the changes in fair value for these liabilities. | The table below presents a summary of the changes in fair value for these liabilities. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | Three Months Ending March 31, (in thousands) 2021 2020 Beginning $ 35,744 $ 49,131 New acquisitions and revaluations 2,067 4,489 Payouts (4,926 ) (2,040 ) Interest on outstanding contingencies 279 583 Charge offset, forfeit and other (188 ) (835 ) Ending balance $ 32,976 $ 51,328 |
UNEARNED REVENUE (Tables)
UNEARNED REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Unearned Revenue | |
Changes in unearned revenue were as follows: | Changes in unearned revenue were as follows: |
UNEARNED REVENUE | Three Months Ended March 31, (in thousands) 2021 2020 Balance at beginning of year $ 149,224 $ 136,507 Deferral of unearned revenue 55,379 49,552 Recognition of unearned revenue (45,837 ) (42,707 ) Balance at end of period $ 158,766 $ 143,352 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases | |
Schedule of Leases Classification [Table Text Block] | |
Lease Classification | (in thousands) Three Months Ended March 31, Lease Classification Financial Statement Classification 2021 2020 Short-term lease cost Cost of services provided, Sales, general, and administrative expenses $ 60 $ 76 Operating lease cost Cost of services provided, Sales, general, and administrative expenses 22,634 20,717 Total lease expense $ 22,694 $ 20,793 Other Information Weighted-average remaining lease term – operating leases 5.66 years 3.84 years Weighted-average discount rate – operating leases 3.85 % 3.93 % Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 22,457 $ 20,477 |
Future minimum lease payments | Future minimum lease payments |
LEASES (Details 2) | (in thousands) Operating 2021 (excluding the three months ended March 31, 2021) $ 64,099 2022 70,231 2023 50,144 2024 27,083 2025 14,908 2026 10,803 Thereafter 48,844 Total Future Minimum Lease Payments 286,112 Less: Amount representing interest 31,782 Total future minimum lease payments, net of interest $ 254,330 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | Intangible Asset Carrying Useful Life Customer contracts $ 297,288 3 20 Trademarks and tradenames 108,761 N/A- 20 Non-compete agreements 4,457 3 20 Internet domains 2,227 N/A 10 Patents 1,446 3 15 Other assets 2,068 N/A- 10 Total customer contracts and other intangible assets $ 416,247 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
components of the Company’s stock-based compensation | The following table summarizes the components of the Company’s stock-based compensation |
STOCKHOLDERS' EQUITY | Three Months Ended March 31, (in thousands) 2021 2020 Time lapse restricted stock: Pre-tax compensation expense $ 3,921 $ 3,819 Tax benefit (886 ) (837 ) Restricted stock expense, net of tax $ 3,035 $ 2,982 |
information on unvested restricted stock outstanding | The following table summarizes information on unvested restricted stock outstanding |
STOCKHOLDERS' EQUITY (Details 2) | (number of shares in thousands) Number of Average Grant- Unvested Restricted Stock at December 31, 2020 2,870 $ 20.36 Forfeited (10 ) 22.44 Vested (774 ) 16.16 Granted 778 37.04 Unvested Restricted Stock at March 31, 2021 2,864 $ 26.02 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets Acquired and Liabilities assumed recorded at the date of acquisition. | Schedule of Assets Acquired and Liabilities assumed recorded at the date of acquisition. |
BUSINESS COMBINATIONS | March 31, Accounts receivable, net $ 354 Materials & supplies 80 Equipment and property 867 Goodwill 6,996 Customer contracts 10,618 Other intangible assets 38 Current liabilities (54 ) Other assets and liabilities, net 146 Total purchase price 19,045 Less: Contingent consideration liability (2,067 ) Total cash purchase price $ 16,978 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Company had the following outstanding FX Forwards | As of March 31, 2021, the Company had the following outstanding FX Forwards |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | Non-Designated Derivative Summary FX Forward Contracts Number of Sell Buy Sell AUD/Buy USD Fwd Contract 11 $ 1,300 $ 949 Sell CAD/Buy USD Fwd Contract 13 $ 13,500 $ 10,393 Total 24 $ 11,342 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 535,554 | $ 487,901 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 494,100 | 452,346 |
Non-US [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 41,454 | $ 35,555 |
REVENUE (Details 2)
REVENUE (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 535,554 | $ 487,901 |
Residential Contract Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 235,179 | 204,657 |
Commercial Contract Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 188,697 | 183,315 |
Termite Completions Bait Monitoring Renewals [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 105,694 | 94,227 |
Franchise Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,459 | 3,417 |
Other Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 2,525 | $ 2,285 |
ALLOWANCE FOR CREDIT LOSSES (De
ALLOWANCE FOR CREDIT LOSSES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Balance at December 31, 2019 | $ 20,085 | $ 19,658 |
Provision for expected credit losses | 2,686 | 2,287 |
Write-offs charged against the allowance | (4,780) | (4,419) |
Recoveries collected | 1,110 | 718 |
Balance at March 31, 2020 | 19,101 | 14,914 |
Adoption of ASC 326 | (3,330) | |
Trade Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Balance at December 31, 2019 | 16,854 | 16,699 |
Provision for expected credit losses | 1,865 | 1,553 |
Write-offs charged against the allowance | (4,099) | (3,779) |
Recoveries collected | 1,111 | 718 |
Balance at March 31, 2020 | 15,731 | 11,861 |
Adoption of ASC 326 | (3,330) | |
Financing Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Balance at December 31, 2019 | 3,231 | 2,959 |
Provision for expected credit losses | 821 | 734 |
Write-offs charged against the allowance | (681) | (640) |
Recoveries collected | (1) | |
Balance at March 31, 2020 | $ 3,370 | 3,053 |
Adoption of ASC 326 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Earning Per Share | $ 0.19 | $ 0.09 |
Common Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Earning Per Share | 0.19 | 0.09 |
Restricted Stock [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Earning Per Share | $ 0.19 | $ 0.08 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning | $ 35,744 | $ 49,131 |
New acquisitions and revaluations | 2,067 | 4,489 |
Payouts | (4,926) | (2,040) |
Interest on outstanding contingencies | 279 | 583 |
Charge offset, forfeit and other | (188) | (835) |
Ending balance | $ 32,976 | $ 51,328 |
UNEARNED REVENUE (Details)
UNEARNED REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Unearned Revenue | ||
Balance at beginning of year | $ 149,224 | $ 136,507 |
Deferral of unearned revenue | 55,379 | 49,552 |
Recognition of unearned revenue | (45,837) | (42,707) |
Balance at end of period | $ 158,766 | $ 143,352 |
UNEARNED REVENUE (Details Narra
UNEARNED REVENUE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Unearned Revenue | ||
Long-term unearned revenue | $ 18,400 | $ 18,000 |
Long-term unearned revenue, recognition period (or less) | 5 years |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases | ||
Short-term lease cost | $ 60 | $ 76 |
Operating lease cost | 22,634 | 20,717 |
Total lease expense | $ 22,694 | $ 20,793 |
Operating Lease, Weighted Average Remaining Lease Term | 5 years 240 days 21 hours 36 minutes | 3 years 306 days 14 hours 24 minutes |
Operating Lease, Weighted Average Discount Rate, Percent | 3.85% | 3.93% |
Operating cash flows for operating leases | $ 22,457 | $ 20,477 |
LEASES (Details 2)
LEASES (Details 2) $ in Thousands | Mar. 31, 2021USD ($) |
Leases | |
2021 (excluding the three months ended March 31, 2021) | $ 64,099 |
2022 | 70,231 |
2023 | 50,144 |
2024 | 27,083 |
2025 | 14,908 |
2026 | 10,803 |
Thereafter | 48,844 |
Total Future Minimum Lease Payments | 286,112 |
Less: Amount representing interest | 31,782 |
Total future minimum lease payments, net of interest | $ 254,330 |
LEASES (Details Narrative)
LEASES (Details Narrative) $ in Thousands | Mar. 31, 2021USD ($) |
Lessor, Lease, Description [Line Items] | |
Future minimum lease payments | $ 286,112 |
Building [Member] | |
Lessor, Lease, Description [Line Items] | |
Future minimum lease payments | 156,800 |
Vehicles [Member] | |
Lessor, Lease, Description [Line Items] | |
Future minimum lease payments | $ 129,300 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 416,247 |
Customer Contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 297,288 |
Customer Contracts [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 3 years |
Customer Contracts [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 20 years |
Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 108,761 |
Finite lived intangible assets useful life | 20 years |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 4,457 |
Noncompete Agreements [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 3 years |
Noncompete Agreements [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 20 years |
Internet Domain Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 2,227 |
Finite lived intangible assets useful life | 10 years |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 1,446 |
Patents [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 3 years |
Patents [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 15 years |
Other Intangible Assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 2,068 |
Finite lived intangible assets useful life | 10 years |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | $ 108,800 | $ 109,000 |
Carrying amount of goodwill in foreign countries | 3,200 | 3,300 |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | 297,300 | 298,900 |
Carrying amount of goodwill in foreign countries | 44,600 | 45,700 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | 10,200 | 10,800 |
Carrying amount of goodwill in foreign countries | $ 900 | $ 1,000 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Line of Credit Facility [Line Items] | ||
Debt Instrument, Restrictive Covenants | The Credit Agreement includes a debt covenant that requires the Company’s leverage ratio to be no greater than 3.00:1.00. The Leverage Ratio is calculated as of the last day of the fiscal quarter most recently ended. | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Line of Credit | $ 115,000 | $ 67,000 |
Revolving Credit Facility [Member] | Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 175,000 | |
Revolving Credit Facility [Member] | Letter of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 75,000 | |
Revolving Credit Facility [Member] | Swingline Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 25,000 | |
Truist Bank N A And Bank Of America [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Line of Credit | $ 250,000 | |
Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Line of Credit | $ 136,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Time lapse restricted stock: | ||
Pre-tax compensation expense | $ 3,921 | $ 3,819 |
Tax benefit | (886) | (837) |
Restricted stock expense, net of tax | $ 3,035 | $ 2,982 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Equity [Abstract] | |
Balance outstanding at the beginning of the period (in shares) | shares | 2,870 |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 20.36 |
Forfeited (in shares) | shares | (10) |
Forfeited (in dollars per share) | $ / shares | $ 22.44 |
Vested (in shares) | shares | (774) |
Vested (in dollars per share) | $ / shares | $ 16.16 |
Granted (in shares) | shares | 778 |
Granted (in dollars per share) | $ / shares | $ 37.04 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance | shares | 2,864 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 26.02 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Common Stock, Dividends, Per Share, Cash Paid | $ 0.08 | $ 0.08 | |
Shares Repurchased | $ 9,300 | $ 8,000 | |
Unrecognized compensation cost | $ 65,200 | $ 40,500 | |
Unrecognized compensation cost, period for recognition | 4 years 6 months | 4 years 6 months |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Materials & supplies | $ 32,645 | $ 30,843 |
Goodwill | 659,795 | $ 653,176 |
Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Accounts receivable, net | 354 | |
Materials & supplies | 80 | |
Equipment and property | 867 | |
Goodwill | 6,996 | |
Customer contracts | 10,618 | |
Other intangible assets | 38 | |
Current liabilities | (54) | |
Other assets and liabilities, net | 146 | |
Total purchase price | 19,045 | |
Less: Contingent consideration liability | (2,067) | |
Total cash purchase price | $ 16,978 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - Number | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Number of acquisitions | 9 | 31 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Details) $ in Thousands | Mar. 31, 2020USD ($)Franchise |
Not Designated as Hedging Instrument [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, Number of Instruments Held | Franchise | 24 |
Buy Notional | $ 11,342 |
Sell AUD/Buy USD Fwd Contract [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, Number of Instruments Held | Franchise | 11 |
Sell Notional | $ 1,300 |
Buy Notional | $ 949 |
Sell CAD/Buy USD Fwd Contract [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, Number of Instruments Held | Franchise | 13 |
Sell Notional | $ 13,500 |
Buy Notional | $ 10,393 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | Apr. 27, 2021 | Apr. 26, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Common Stock, Shares Authorized | 550,000,000 | 550,000,000 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Shares Authorized | 800,000,000 | 550,000,000 | ||
Dividend declared quarterly (in dollars per share) | $ 0.08 |