Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 15, 2013 | |
Document And Entity Information | ||
Entity Registrant Name | ROLLINS INC | |
Entity Central Index Key | 84839 | |
Document Type | 10-Q | |
Document Period End Date | 30-Sep-13 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 145,878,996 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2013 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Cash and cash equivalents | $116,734 | $65,082 |
Trade receivables, short-term, net of allowance for doubtful accounts of $8,137 and $8,211, respectively | 80,902 | 68,920 |
Financed receivables, short-term, net of allowance for doubtful accounts of $1,741 and $1,842, respectively | 12,740 | 11,823 |
Materials and supplies | 11,836 | 11,847 |
Deferred income taxes, net | 34,665 | 33,338 |
Other current assets | 19,804 | 14,982 |
Total Current Assets | 276,681 | 205,992 |
Equipment and property, net | 85,348 | 82,263 |
Goodwill | 212,201 | 212,477 |
Customer contracts and other intangible assets, net | 134,763 | 141,789 |
Deferred income taxes, net | 25,903 | 26,841 |
Financed receivables, long-term, net of allowance for doubtful accounts of $1,459 and $1,309, respectively | 12,722 | 11,681 |
Other assets | 13,246 | 11,463 |
Total Assets | 760,864 | 692,506 |
LIABILITIES | ||
Accounts payable | 26,106 | 24,854 |
Accrued insurance | 26,551 | 24,164 |
Accrued compensation and related liabilities | 63,695 | 60,042 |
Unearned revenues | 100,114 | 87,753 |
Other current liabilities | 32,093 | 31,603 |
Total current liabilities | 248,559 | 228,416 |
Accrued insurance, less current portion | 28,094 | 31,283 |
Accrued pension | 41,509 | 43,271 |
Long-term accrued liabilities | 35,410 | 34,580 |
Total Liabilities | 353,572 | 337,550 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, without par value; 500,000 shares authorized, zero shares issued | ||
Common stock, par value $1 per share; 250,000,000 shares authorized, 145,878,996 and 146,015,082 shares issued and outstanding, respectively | 145,879 | 146,015 |
Paid in capital | 50,964 | 45,156 |
Accumulated other comprehensive loss | -58,218 | -56,967 |
Retained earnings | 268,667 | 220,752 |
Total Stockholders Equity | 407,292 | 354,956 |
Total Liabilities and Stockholders Equity | $760,864 | $692,506 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Trade receivables, short-term, allowance for doubtful accounts (in dollars) | $8,137 | $8,211 |
Financed receivables, short-term, allowance for doubtful accounts (in dollars) | 1,741 | 1,842 |
Financed receivables, long-term, allowance for doubtful accounts (in dollars) | $1,459 | $1,309 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $1 | $1 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 145,878,996 | 146,015,082 |
Common stock, shares outstanding | 145,878,996 | 146,015,082 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
REVENUES | ||||
Customer services | $362,155 | $340,179 | $1,012,667 | $964,516 |
COSTS AND EXPENSES | ||||
Cost of services provided | 181,135 | 170,478 | 511,102 | 484,553 |
Depreciation and amortization | 10,076 | 9,465 | 29,738 | 28,845 |
Sales, general and administrative | 113,028 | 108,520 | 321,680 | 309,412 |
Interest (income)/expense, net | -101 | 19 | -273 | 90 |
INCOME BEFORE INCOME TAXES | 58,017 | 51,697 | 150,420 | 141,616 |
PROVISION FOR INCOME TAXES | 21,817 | 19,486 | 55,047 | 53,198 |
NET INCOME | $36,200 | $32,211 | $95,373 | $88,418 |
NET INCOME PER SHARE - BASIC AND DILUTED (In dollars per share) | $0.25 | $0.22 | $0.65 | $0.60 |
DIVIDENDS PAID PER SHARE (In dollars per share) | $0.09 | $0.08 | $0.27 | $0.24 |
Weighted average participating shares outstanding - basic (in shares) | 146,007 | 146,059 | 146,151 | 146,390 |
Dilutive effect of stock options (in shares) | 2 | 10 | ||
Weighted average participating shares outstanding - assuming dilution (in shares) | 146,007 | 146,061 | 146,151 | 146,400 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME | $36,200 | $32,211 | $95,373 | $88,418 |
Other comprehensive earnings (loss), net of tax | ||||
Foreign currency translation adjustments | 861 | 1,339 | -1,251 | 1,136 |
Other comprehensive earnings (loss) | 861 | 1,339 | -1,251 | 1,136 |
Comprehensive earnings | $37,061 | $33,550 | $94,122 | $89,554 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
OPERATING ACTIVITIES | ||
Net Income | $95,373 | $88,418 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 29,738 | 28,845 |
Provision for deferred income taxes | 397 | 4,752 |
Provision for bad debts | 6,656 | 8,411 |
Stock based compensation expense | 7,809 | 7,125 |
Excess tax benefits from share-based payments | -3,535 | -3,031 |
Other, net | -323 | -287 |
Changes in operating assets and liabilities | -8,596 | -14,121 |
Net cash provided by operating activities | 127,519 | 120,112 |
INVESTING ACTIVITIES | ||
Cash used for acquisitions of companies, net of cash acquired | -12,143 | -10,485 |
Purchases of equipment and property | -13,294 | -11,754 |
Other | 428 | 511 |
Net cash used in investing activities | -25,009 | -21,728 |
FINANCING ACTIVITIES | ||
Cash paid for common stock purchased | -13,705 | -19,938 |
Dividends paid | -39,432 | -35,108 |
Proceeds received upon exercise of stock options | 6 | |
Excess tax benefits from share-based payments | 3,535 | 3,031 |
Net cash used in financing activities | -49,596 | -52,015 |
Effect of exchange rate changes on cash | -1,262 | 1,069 |
Net increase in cash and cash equivalents | 51,652 | 47,438 |
Cash and cash equivalents at beginning of period | 65,082 | 46,275 |
Cash and cash equivalents at end of period | $116,734 | $93,713 |
BASIS_OF_PREPARATION_AND_OTHER
BASIS OF PREPARATION AND OTHER | 9 Months Ended | |
Sep. 30, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [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 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”) for the year ended December 31, 2012. Accordingly, the quarterly condensed consolidated financial statements and related disclosures herein should be read in conjunction with the 2012 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 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 and nine month periods ended September 30, 2013 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, or a few customers, or the Company’s foreign operations. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2013 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS |
New Accounting Standards | |
Recently issued accounting standards to be adopted | |
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Topic 740, Income Taxes, does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. There is diversity in practice in the presentation of unrecognized tax benefits in those instances. Some entities present unrecognized tax benefits as a liability unless the unrecognized tax benefit is directly associated with a tax position taken in a tax year that results in, or that resulted in, the recognition of a net operating loss or tax credit carryforward for that year and the net operating loss or tax credit carryforward has not been utilized. Other entities present unrecognized tax benefits as a reduction of a deferred tax asset for a net operating loss or tax credit carryforward in certain circumstances. The objective of the amendments in this Update is to eliminate that diversity in practice. This guidance is effective for the Company beginning in the first quarter of 2014; we do not expect the new guidance to have a material effect on our financial statements. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||
EARNINGS PER SHARE | NOTE 3. EARNINGS PER SHARE | ||||||||||||||||||
The Company follows ASC 260, Earnings Per Share (ASC 260) that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income available to participating common stockholders by the weighted average number of participating common shares outstanding for the period. The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC 260, any anti-dilutive effects on net earnings (loss) per share, of which there were none are excluded at September 30, 2013 and September 30, 2012. | |||||||||||||||||||
Basic and diluted earnings per share attributable to common and restricted shares of common stock for the period were as follows: | |||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||
Basic earnings per share | |||||||||||||||||||
Common stock | $ | 0.25 | $ | 0.22 | $ | 0.65 | $ | 0.6 | |||||||||||
Restricted shares of common stock | $ | 0.24 | $ | 0.22 | $ | 0.64 | $ | 0.59 | |||||||||||
Total shares of common stock | $ | 0.25 | $ | 0.22 | $ | 0.65 | $ | 0.6 | |||||||||||
Diluted earnings per share | |||||||||||||||||||
Common stock | $ | 0.25 | $ | 0.22 | $ | 0.65 | $ | 0.6 | |||||||||||
Restricted shares of common stock | $ | 0.24 | $ | 0.22 | $ | 0.64 | $ | 0.59 | |||||||||||
Total shares of common stock | $ | 0.25 | $ | 0.22 | $ | 0.65 | $ | 0.6 |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 4. CONTINGENCIES |
In the normal course of business, certain of the Company’s subsidiaries are defendants in a number of lawsuits or arbitrations which allege that plaintiffs have been damaged as a result of the rendering of services by the defendant subsidiary. The subsidiaries are actively contesting these actions. In addition, the Company defends employment related cases from time to time. John Maciel v. Orkin, Inc., et al. is a wage and hour related matter in which the plaintiffs are seeking certification of a class. The Maciel lawsuit was filed in the Superior Court of Los Angeles County, California, and a class certification hearing has not been scheduled. The Company intends to vigorously contest certification. | |
Additionally, the Company and a subsidiary, The Industrial Fumigant Company, LLC, are named defendants in Severn Peanut Co. and Meherrin Agriculture & Chemical Co. v. Industrial Fumigant Co., et al. The Severn lawsuit, a matter related to a fumigation service, has been filed in the Northern Division of the United States District Court for the Eastern District of North Carolina. The plaintiffs are seeking damages for breach of contract and negligence. The Industrial Fumigant Company, LLC is also a named defendant in Insurance Company of the State of Pennsylvania as Subrogee of Archer-Daniels-Midland Company, Agrinational Insurance Company, Inc. as Subrogee of Archer-Daniels-Midland Company, and Archer-Daniels-Midland Company v. The Industrial Fumigant Co., The Industrial Fumigant Company, LLC, and James Miller. The ADM lawsuit, a matter related to a fumigation service, has been filed in the State Court in Lucas County, Ohio. The plaintiffs are seeking damages for breach of contract and negligence. The Company intends to vigorously defend itself through trial or arbitration, if necessary. 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. | |
Orkin, LLC is involved in certain environmental matters primarily arising in the normal course of business. In the opinion of management, the Company’s liability under any of these matters would not and did not materially affect its financial condition, results of operations or liquidity. |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 5. FAIR VALUE OF FINANCIAL INSTRUMENTS |
The Company’s financial instruments consist of cash and cash equivalents, short-term investments, trade receivables, notes receivables, 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 September 30, 2013 and September 30, 2012. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||
STOCKHOLDERS' EQUITY | NOTE 6. STOCKHOLDERS’ EQUITY | |||||||||||
During the nine months ended September 30, 2013 the Company paid $39.4 million or $0.27 per share in cash dividends compared to $35.1 million or $0.24 per share during the same period in 2012. During the third quarter ended September 30, 2013, the Company repurchased 168,110 shares from the open market of its $1 par value common stock at a weighted average price of $24.72 per share compared to 713,781 shares purchased at a weighted average price of $21.06 during the same period in 2012. During the nine months ended September 30, 2013, the Company repurchased 340,699 shares of its $1 par value common stock at a weighted average price of $24.56 per share compared to 781,781 shares purchased at a weighted average price of $20.93 during the same period in 2012. The Company repurchased $0.4 million of common stock for the three months ended September 30, 2013 and no repurchases were made for the same period in 2012, and repurchased $5.3 and $3.6 million of common stock for the nine months ended September 30, 2013 and 2012, respectively, from employees for the payment of taxes on vesting restricted shares. | ||||||||||||
As more fully discussed in Note 14 of the Company’s notes to the consolidated financial statements in its 2012 Annual Report on Form 10-K, stock options, time lapse restricted shares (TLRS’s) 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 September 30, 2013, approximately 4.0 million shares of the Company’s common stock were reserved for issuance. | ||||||||||||
Stock Options | ||||||||||||
Stock options generally vest over a five-year period and expire ten years from the issuance date. | ||||||||||||
During the third quarter ended September 30, 2013, no shares of common stock were issued upon exercise of stock options by employees compared to approximately 6,000 shares for the same quarter in the prior year. The Company has no outstanding stock options as of September 30, 2013. In total for the nine months ended September 30, 2013, approximately 1,000 shares of common stock were issued upon exercise of stock options by employees and approximately 32,000 shares for the nine months ended September 30, 2012. | ||||||||||||
Options activity outstanding under the Company’s stock option plan as of September 30, 2013 and changes during the nine months ended September 30, 2013, were as follows: | ||||||||||||
(in thousands except per share data) | Shares | Weighted-Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||
Outstanding at December 31, 2012 | 1 | $ | 5.52 | 0.08 | $ | 17 | ||||||
Exercised | (1) | 5.52 | ||||||||||
Outstanding at September 30, 2013 | - | $ | - | - | $ | - | ||||||
Exercisable at September 30, 2013 | - | $ | - | - | $ | - | ||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on that day. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock. | ||||||||||||
The aggregate intrinsic value of options exercised during the nine months ended September 30, 2013 and September 30, 2012 was $20 thousand and $530 thousand, respectively. Exercise of options for the third quarter ended September 30, 2013 and 2012 resulted in cash receipts of $6 thousand and less than $1 thousand, respectively. | ||||||||||||
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 | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||
Time lapse restricted stock: | ||||||||||||
Pre-tax compensation expense | $ | 2,717 | $ | 2,376 | $ | 7,809 | $ | 7,125 | ||||
Tax benefit | (1,046) | (915) | (3,006) | (2,743) | ||||||||
Restricted stock expense, net of tax | $ | 1,671 | $ | 1,461 | $ | 4,803 | $ | 4,382 | ||||
The Company recognized a tax benefit of approximately $0.4 million and $0.1 million during the third quarters ended September 30, 2013 and 2012, respectively, and approximately $3.5 million and $3.0 million for the nine months ended September 30, 2013 and 2012, respectively related to the amortization of restricted shares which have been recorded as an increase to paid-in capital. | ||||||||||||
The following table summarizes information on unvested restricted stock outstanding as of September 30, 2013: | ||||||||||||
Number of Shares | Weighted-Average Grant-Date Fair Value | |||||||||||
Unvested Restricted Stock Units at December 31, 2012 | 2,743 | $ | 16.41 | |||||||||
Forfeited | (42) | 17.19 | ||||||||||
Vested | (695) | 13.34 | ||||||||||
Granted | 463 | 23.75 | ||||||||||
Unvested Restricted Stock Units at September 30, 2013 | 2,469 | $ | 18.65 | |||||||||
At September 30, 2013 and December 31, 2012, the Company had $33.6 million and $36.7 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 4.0 years and 4.1 years, respectively. | ||||||||||||
PENSION_AND_POST_RETIREMENT_BE
PENSION AND POST RETIREMENT BENEFIT PLANS | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Pension and Other Postretirement Benefit Expense [Abstract] | ||||||||||||
PENSION AND POST RETIREMENT BENEFIT PLANS | NOTE 7. 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 | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||
Interest and service cost | $ | 2,166 | $ | 2,337 | $ | 6,498 | $ | 7,011 | ||||
Expected return on plan assets | (2,897) | (2,961) | (8,691) | (8,883) | ||||||||
Amortization of net loss | 977 | 632 | 2,931 | 1,896 | ||||||||
Net periodic benefit gain/(loss) | $ | 246 | $ | 8 | $ | 738 | $ | 24 | ||||
During the nine months ended September 30, 2013 and 2012, the Company made contributions of $2.5 million and $2.3 million, respectively, to its defined benefit retirement plans (the “Plans”). The Company made $5.2 million in contributions for the year ended December 31, 2012 and is considering making further contributions to the Plans of approximately $2.5 million during the fiscal year ending December 31, 2013. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 8. ACQUISITIONS |
The Company made several acquisitions during the nine month periods ended September 30, 2013 and 2012, none of which are considered material in nature individually or in total. | |
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 $212.2 million and $212.5 million at September 30, 2013 and December 31, 2012, respectively. Goodwill generally changes due to acquisitions, finalization of allocation of purchase prices of previous acquisitions and foreign currency translations. The carrying amount of goodwill in foreign countries was $9.6 million at September 30, 2013 and $9.8 million at December 31, 2012. The change in carrying amount is due to foreign currency translation. | |
The Company completed its most recent annual impairment analyses as of September 30, 2013. Based upon the results of these analyses, the Company has concluded that no impairment of its goodwill or other intangible assets was indicated. | |
The carrying amount of customer contracts and other intangible assets was $134.8 million at September 30, 2013 and $141.8 million at December 31, 2012. The carrying amount of customer contracts and other intangible assets in foreign countries was $7.2 million at September 30, 2013 and $5.5 million at December 31, 2012. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS |
On October 22, 2013, the Company announced that the Board of Directors declared a regular quarterly cash dividend on its common stock of $0.09 per share plus a special year-end dividend of $0.09 per share both payable December 10, 2013 to stockholders of record at the close of business November 8, 2013. |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Earnings Per Share [Abstract] | ||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended | Nine Months Ended | ||||||||
September 30, | September 30, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||
Basic earnings per share | ||||||||||
Common stock | $ 0.25 | $ 0.22 | $ 0.65 | $ 0.60 | ||||||
Restricted shares of common stock | $ 0.24 | $ 0.22 | $ 0.64 | $ 0.59 | ||||||
Total shares of common stock | $ 0.25 | $ 0.22 | $ 0.65 | $ 0.60 | ||||||
Diluted earnings per share | ||||||||||
Common stock | $ 0.25 | $ 0.22 | $ 0.65 | $ 0.60 | ||||||
Restricted shares of common stock | $ 0.24 | $ 0.22 | $ 0.64 | $ 0.59 | ||||||
Total shares of common stock | $ 0.25 | $ 0.22 | $ 0.65 | $ 0.60 |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options activity outstanding under the Company’s stock option plan as of September 30, 2013 and changes during the nine months ended September 30, 2013, were as follows: | |||||||||||
(in thousands except per share data) | Shares | Weighted-Average Exercise Price | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||
Outstanding at December 31, 2012 | 1 | $ | 5.52 | 0.08 | $ | 17 | ||||||
Exercised | (1) | 5.52 | ||||||||||
Outstanding at September 30, 2013 | - | $ | - | - | $ | - | ||||||
Exercisable at September 30, 2013 | - | $ | - | - | $ | - | ||||||
Schedule of stock-based compensation programs recorded as expense [Table Text Block] | The following table summarizes the components of the Company’s stock-based compensation programs recorded as expense: | |||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||
Time lapse restricted stock: | ||||||||||||
Pre-tax compensation expense | $ | 2,717 | $ | 2,376 | $ | 7,809 | $ | 7,125 | ||||
Tax benefit | (1,046) | (915) | (3,006) | (2,743) | ||||||||
Restricted stock expense, net of tax | $ | 1,671 | $ | 1,461 | $ | 4,803 | $ | 4,382 | ||||
Schedule of unvested restricted stock units outstanding [Table Text Block] | The following table summarizes information on unvested restricted stock outstanding as of September 30, 2013: | |||||||||||
Number of Shares | Weighted-Average Grant-Date Fair Value | |||||||||||
Unvested Restricted Stock Units at December 31, 2012 | 2,743 | $ | 16.41 | |||||||||
Forfeited | (42) | 17.19 | ||||||||||
Vested | (695) | 13.34 | ||||||||||
Granted | 463 | 23.75 | ||||||||||
Unvested Restricted Stock Units at September 30, 2013 | 2,469 | $ | 18.65 |
PENSION_AND_POST_RETIREMENT_BE1
PENSION AND POST RETIREMENT BENEFIT PLANS (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Pension and Other Postretirement Benefit Expense [Abstract] | ||||||||||||
Schedule of components of Net Pension Benefit Gain [Table Text Block] | Components of Net Pension Benefit Gain | |||||||||||
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||
Interest and service cost | $ | 2,166 | $ | 2,337 | $ | 6,498 | $ | 7,011 | ||||
Expected return on plan assets | (2,897) | (2,961) | (8,691) | (8,883) | ||||||||
Amortization of net loss | 977 | 632 | 2,931 | 1,896 | ||||||||
Net periodic benefit gain/(loss) | $ | 246 | $ | 8 | $ | 738 | $ | 24 |
BASIS_OF_PREPARATION_AND_OTHER1
BASIS OF PREPARATION AND OTHER (Details Narrative) | 9 Months Ended |
Sep. 30, 2013 | |
Reportable | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of Reportable Segment | 1 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Anti-dilutive effects on net earnings (loss) per share | 0 | 0 | 0 | 0 |
Total shares of common stock, basic (in dollars per share) | $0.25 | $0.22 | $0.65 | $0.60 |
Total shares of common stock, diluted (in dollars per share) | $0.25 | $0.22 | $0.65 | $0.60 |
Common Stock [Member] | ||||
Total shares of common stock, basic (in dollars per share) | $0.25 | $0.22 | $0.65 | $0.60 |
Total shares of common stock, diluted (in dollars per share) | $0.25 | $0.22 | $0.65 | $0.60 |
Restricted Stock [Member] | ||||
Total shares of common stock, basic (in dollars per share) | $0.24 | $0.22 | $0.64 | $0.59 |
Total shares of common stock, diluted (in dollars per share) | $0.24 | $0.22 | $0.64 | $0.59 |
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Short-term Debt [Line Items] | ||
Outstanding borrowings | $0 | $0 |
Swingline Credit Facility [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit maximum borrowing capacity | 25,000,000 | |
Line of Credit [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit maximum borrowing capacity | 175,000,000 | |
Letter of Credit [Member] | ||
Short-term Debt [Line Items] | ||
Line of credit maximum borrowing capacity | $75,000,000 |
STOCKHOLDERS_EQUITY_Details_Na
STOCKHOLDERS' EQUITY (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Stockholders' Equity Note [Abstract] | |||||
Cash dividend paid | $39,432 | $35,108 | |||
Cash dividend per share (in dollars per share) | $0.09 | $0.08 | $0.27 | $0.24 | |
Number of shares repurchased (in shares) | 168,110 | 713,781 | 340,699 | 781,781 | |
Par value of common stock (in dollars per share) | $1 | $1 | $1 | ||
Weighted average stock price of shares repurchased (in dollars per share) | $24.72 | $21.06 | $24.56 | $20.93 | |
Repurchase of common stock from employees | $400 | $0 | $5,300 | $3,600 | |
Common stock reserved for issuance upon exercise of stock options (in shares) | 4,000,000 | 4,000,000 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Aggregate Intrinsic Value | ||||
Proceeds received upon excercise of Stock options | $6 | |||
Employee Stock Option [Member] | ||||
Award vesting period | 5 years | |||
Expiration term | 10 years | |||
Common stock issued upon exercise of stock options by employees (in shares) | 0 | 6,000 | 1,000 | 32,000 |
Options activity outstanding of stock option plan | ||||
Balance outstanding at the beginning of the period (in shares) | 1,000 | |||
Exercised (in shares) | 0 | -6,000 | -1,000 | -32,000 |
Balance outstanding at the end of the period (in shares) | ||||
Exercisable (in shares) | ||||
Weighted-Average Exercise Price | ||||
Balance at the beginning of the period (in dollars per share) | $5.52 | |||
Exercised (in dollars per share) | $5.52 | |||
Balance at the end of the period (in dollars per share) | ||||
Exercisable (in dollars per share) | ||||
Weighted-Average Remaining Contractual Term | ||||
Balance at the beginning of the period | 9 months 18 days | |||
Aggregate Intrinsic Value | ||||
Balance at the beginning of the period | 17 | |||
Exercised | 20 | 530 | ||
Balance at the end of the period | ||||
Exercisable | ||||
Proceeds received upon excercise of Stock options | 6 | |||
Employee Stock Option [Member] | Maximum [Member] | ||||
Aggregate Intrinsic Value | ||||
Proceeds received upon excercise of Stock options | $1 |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (Time Lapse Restricted Shares and Restricted Stock Units, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Time Lapse Restricted Shares and Restricted Stock Units | ||||
Pre-tax compensation expense | $2,717 | $2,376 | $7,809 | $7,125 |
Tax benefit | -1,046 | -915 | -3,006 | -2,743 |
Restricted stock expense, net of tax | 1,671 | 1,461 | 4,803 | 4,382 |
Tax benefits from share-based payments | $400 | $100 | $3,500 | $3,000 |
STOCKHOLDERS_EQUITY_Details_3
STOCKHOLDERS' EQUITY (Details 3) (Restricted Stock Units (RSUs) [Member], USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2012 | Sep. 30, 2013 |
Restricted Stock Units (RSUs) [Member] | ||
Unvested restricted stock activity | ||
Balance outstanding at the beginning of the period (in shares) | 2,743 | |
Forfeited (in shares) | -42 | |
Vested (in shares) | -695 | |
Granted (in shares) | 463 | |
Balance outstanding at the end of the period (in shares) | 2,743 | 2,469 |
Weighted-Average Grant-Date Fair Value | ||
Balance at the beginning of the period (in dollars per share) | $16.41 | |
Forfeited (in dollars per share) | $17.19 | |
Vested (in dollars per share) | $13.34 | |
Granted (in dollars per share) | $23.75 | |
Balance at the end of the period (in dollars per share) | $16.41 | $18.65 |
Unrecognized compensation cost | $36,700 | $33,600 |
Unrecognized compensation cost, period for recognition | 4 years 1 month 6 days | 4 years |
PENSION_AND_POST_RETIREMENT_BE2
PENSION AND POST RETIREMENT BENEFIT PLANS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Components of net periodic pension benefit Gain | ||||||
Interest and service cost | $2,166 | $2,337 | $6,498 | $7,011 | ||
Expected return on plan assets | -2,897 | -2,961 | -8,691 | -8,883 | ||
Amortization of net loss | 977 | 632 | 2,931 | 1,896 | ||
Net periodic benefit gain/(loss) | 246 | 8 | 738 | 24 | ||
Contribution by employer | 2,500 | 2,300 | 5,200 | |||
Further contributions to defined benefit retirement plan during the fiscal year | $2,500 |
ACQUISITIONS_Details_Narrative
ACQUISITIONS (Details Narrative) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Acquisitions | Acquisitions | ||
Acquisitions Details Narrative | |||
Number of material acquisitions | 0 | 0 | |
Carrying amount of goodwill | $212,201 | $212,477 | |
Carrying amount of goodwill in foreign countries | 9,600 | 9,800 | |
Goodwill and intangible asset impairment | 0 | ||
Carrying amount of customer contracts and other intangible assets | 134,763 | 141,789 | |
Carrying amount of customer contracts and other intangible assets in foreign countries | $7,200 | $5,500 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (Subsequent Event [Member], USD $) | 0 Months Ended |
Oct. 22, 2013 | |
Subsequent Event [Member] | |
Dividend declared quarterly (in dollars per share) | $0.09 |