Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 15, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'ROLLINS INC | ' |
Entity Central Index Key | '0000084839 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
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 | ' | 146,023,560 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $83,129 | $118,216 |
Trade receivables, short-term, net of allowance for doubtful accounts of $8,602 and $9,078, respectively | 75,307 | 72,849 |
Financed receivables, short-term, net of allowance for doubtful accounts of $1,710 and $1,777, respectively | 11,230 | 12,220 |
Materials and supplies | 12,688 | 12,251 |
Deferred income taxes, net | 39,563 | 39,518 |
Other current assets | 19,087 | 19,388 |
Total Current Assets | 241,004 | 274,442 |
Equipment and property, net | 92,026 | 87,215 |
Goodwill | 235,257 | 211,847 |
Customer contracts and other intangible assets, net | 157,014 | 128,569 |
Deferred income taxes, net | 4,750 | 4,544 |
Financed receivables, long-term, net of allowance for doubtful accounts of $1,440 and $1,423, respectively | 11,246 | 11,608 |
Prepaid Pension | 10,253 | 7,113 |
Other assets | 14,111 | 13,879 |
Total Assets | 765,661 | 739,217 |
LIABILITIES | ' | ' |
Accounts payable | 26,581 | 23,194 |
Accrued insurance | 26,654 | 25,631 |
Accrued compensation and related liabilities | 56,544 | 66,175 |
Unearned revenues | 98,461 | 91,014 |
Other current liabilities | 42,262 | 29,778 |
Total current liabilities | 250,502 | 235,792 |
Accrued insurance, less current portion | 28,625 | 28,245 |
Accrued pension | 458 | 691 |
Long-term accrued liabilities | 36,310 | 36,234 |
Total Liabilities | 315,895 | 300,962 |
Commitments and Contingencies | ' | ' |
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, 146,023,560 and 145,864,443 shares issued and outstanding, respectively | 146,024 | 145,864 |
Paid in capital | 53,993 | 53,765 |
Accumulated other comprehensive loss | -30,237 | -31,771 |
Retained earnings | 279,986 | 270,397 |
Total Stockholders' Equity | 449,766 | 438,255 |
Total Liabilities and Stockholders' Equity | $765,661 | $739,217 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Trade receivables, short-term, allowance for doubtful accounts (in dollars) | $8,602 | $9,078 |
Financed receivables, short-term, allowance for doubtful accounts (in dollars) | 1,710 | 1,777 |
Financed receivables, long-term, allowance for doubtful accounts (in dollars) | $1,440 | $1,423 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, no par value (in dollars per share) | ' | ' |
Common stock, par value (in dollars per share) | $1 | $1 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 146,023,560 | 145,864,443 |
Common stock, shares outstanding | 146,023,560 | 145,864,443 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
REVENUES | ' | ' |
Customer services | $313,388 | $299,714 |
COSTS AND EXPENSES | ' | ' |
Cost of services provided | 161,308 | 155,606 |
Depreciation and amortization | 10,214 | 9,894 |
Sales, general and administrative | 100,584 | 99,134 |
Interest income, net | -76 | -45 |
INCOME BEFORE INCOME TAXES | 41,358 | 35,125 |
PROVISION FOR INCOME TAXES | 15,592 | 11,946 |
NET INCOME | $25,766 | $23,179 |
NET INCOME PER SHARE - BASIC AND DILUTED (in dollars per share) | $0.18 | $0.16 |
DIVIDENDS PAID PER SHARE (in dollars per share) | $0.11 | $0.09 |
Weighted average participating shares outstanding - basic and diluted (in shares) | 145,991 | 146,238 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
NET INCOME | $25,766 | $23,179 |
Other comprehensive earnings (loss), net of tax | ' | ' |
Foreign currency translation adjustments | 1,534 | -777 |
Other comprehensive earnings (loss) | 1,534 | -777 |
Comprehensive earnings | $27,300 | $22,402 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
OPERATING ACTIVITIES | ' | ' |
Net Income | $25,766 | $23,179 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 10,214 | 9,894 |
Provision for deferred income taxes | 1,542 | 1,247 |
Provision for bad debts | 1,301 | -94 |
Stock based compensation expense | 2,765 | 2,546 |
Excess tax benefits from share-based payments | -3,386 | -2,680 |
Other, net | -590 | -29 |
Changes in operating assets and liabilities | 3,570 | 4,723 |
Net cash provided by operating activities | 41,182 | 38,786 |
INVESTING ACTIVITIES | ' | ' |
Cash used for acquisitions of companies, net of cash acquired | -53,575 | -929 |
Purchases of equipment and property | -5,156 | -4,739 |
Cash from sales of franchises | 90 | ' |
Other | 446 | 56 |
Net cash used in investing activities | -58,195 | -5,612 |
FINANCING ACTIVITIES | ' | ' |
Cash paid for common stock purchased | -6,640 | -4,478 |
Dividends paid | -15,301 | -13,146 |
Proceeds received upon exercise of stock options | ' | 6 |
Excess tax benefits from share-based payments | 3,386 | 2,680 |
Net cash used in financing activities | -18,555 | -14,938 |
Effect of exchange rate changes on cash | 481 | -839 |
Net increase/(decrease) in cash and cash equivalents | -35,087 | 17,397 |
Cash and cash equivalents at beginning of period | 118,216 | 65,082 |
Cash and cash equivalents at end of period | $83,129 | $82,479 |
BASIS_OF_PREPARATION_AND_OTHER
BASIS OF PREPARATION AND OTHER | 3 Months Ended |
Mar. 31, 2014 | |
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, 2013. Accordingly, the quarterly condensed consolidated financial statements and related disclosures herein should be read in conjunction with the 2013 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 month period ended March 31, 2014 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 | 3 Months Ended |
Mar. 31, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS | |
New Accounting Standards | |
Recently adopted accounting standards | |
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02) to Comprehensive Income. The guidance requires disclosure of significant amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on the respective line items of net income. This standard did not have a material impact on the Company’s reported results of operations or financial position. | |
In February 2013, the FASB issued ASU 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force). This guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. This stipulates that (1) it will include the amount the entity agreed to pay for the arrangement between them and the other entities that are also obligated to the liability and (2) any additional amount the entity expects to pay on behalf of the other entities. The objective of this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. This standard did not have a material impact on the Company’s reported results of operations or financial position. | |
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 standard did not have a material impact on the Company’s reported results of operations or financial position. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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 March 31, 2014 and March 31, 2013. | |||||||||
Basic and diluted earnings per share attributable to common and restricted shares of common stock for the period were as follows: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Basic earnings per share | |||||||||
Common stock | $ | 0.18 | $ | 0.16 | |||||
Restricted shares of common stock | $ | 0.17 | $ | 0.15 | |||||
Total shares of common stock | $ | 0.18 | $ | 0.16 | |||||
Diluted earnings per share | |||||||||
Common stock | $ | 0.18 | $ | 0.16 | |||||
Restricted shares of common stock | $ | 0.17 | $ | 0.15 | |||||
Total shares of common stock | $ | 0.18 | $ | 0.16 |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2014 | |
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, claims or arbitrations which allege that the subsidiaries’ services caused damage. In addition, the Company defends employment related cases and claims from time to time. We are involved in certain environmental matters primarily arising in the normal course of business. We are actively contesting each of these matters. | |
Presently, 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 United States District Court for the Eastern District of North Carolina. The court dismissed plaintiffs’ claim for breach of contract on March 15, 2014; plaintiffs’ pending claim for damages is for negligence. | |
Management does not believe that any pending claim, proceeding or litigation, either alone or in the aggregate will have a material adverse effect on the Company’s financial position, results of operations or liquidity; however, it is possible that an unfavorable outcome of some or all of the matters, however unlikely, could result in a charge that might be material to the results of an individual quarter or year. |
FAIR_VALUE_OF_FINANCIAL_INSTRU
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2014 | |
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 March 31, 2014 and December 31, 2013. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||
STOCKHOLDERS' EQUITY | ' | ||||||||
NOTE 6. STOCKHOLDERS’ EQUITY | |||||||||
During the three months ended March 31, 2014 the Company paid $15.3 million or $0.105 per share in cash dividends compared to $13.1 million or $0.09 per share during the same period in 2013. During the first quarter ended March 31, 2014, the Company repurchased 33,429 shares from the open market of its $1 par value common stock at a weighted average price of $27.23 per share compared to no shares purchased during the same period in 2013. The Company repurchased $5.7 million of common stock for the three months ended March 31, 2014 and $4.5 million for the same period in 2013 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 2013 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 March 31, 2014, approximately 3.6 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. For the three months ended March 31, 2014, the Company did not issue any shares of common stock under exercise of stock options by employees with 1 thousand shares issued for the same period in 2013. | |||||||||
The Company had no options activity outstanding under the Company’s stock option plan as of March 31, 2014 or December 31, 2013. | |||||||||
The aggregate intrinsic value of options exercised during the three months ended March 31, 2014 and 2013 was zero and $20 thousand, respectively. Exercise of options for the first quarter ended March 31, 2014 and 2013 resulted in cash receipts of zero and less than $10 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 | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Time lapse restricted stock: | |||||||||
Pre-tax compensation expense | $ | 2,765 | $ | 2,546 | |||||
Tax benefit | (1,065 | ) | (980 | ) | |||||
Restricted stock expense, net of tax | $ | 1,700 | $ | 1,566 | |||||
The Company recognized a tax benefit of approximately $3.4 million and $2.7 million during the first quarters ended March 31, 2014 and 2013, respectively related to the amortization of restricted shares which has been recorded as an increase to paid-in capital. | |||||||||
The following table summarizes information on unvested restricted stock outstanding as of March 31, 2014: | |||||||||
Number of Shares | Weighted-Average Grant-Date Fair Value | ||||||||
Unvested Restricted Stock Units at December 31, 2013 | 2,454 | $ | 18.75 | ||||||
Forfeited | (22 | ) | 20.72 | ||||||
Vested | (616 | ) | 15.79 | ||||||
Granted | 411 | 28.74 | |||||||
Unvested Restricted Stock Units at March 31, 2014 | 2,227 | $ | 21.4 | ||||||
At March 31, 2014 and December 31, 2013, the Company had $39.3 million and $30.7 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 4.2 years and 3.8 years, respectively. |
PENSION_AND_POST_RETIREMENT_BE
PENSION AND POST RETIREMENT BENEFIT PLANS | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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 | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Interest and service cost | $ | 2,375 | $ | 2,166 | |||||
Expected return on plan assets | (3,108 | ) | (2,897 | ) | |||||
Amortization of net loss | 610 | 977 | |||||||
Net periodic benefit gain/(loss) | $ | (123 | ) | $ | 246 | ||||
During the three months ended March 31, 2014 and 2013, the Company made contributions of $3.3 million and $0.5 million, respectively, to its defined benefit retirement plans (the “Plans”). The Company made $5.0 million in contributions for the year ended December 31, 2013. and the Company is not planning on making further contributions to the Plans during the fiscal year ending December 31, 2014. |
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Business Combinations [Abstract] | ' | ||||||
BUSINESS COMBINATIONS | ' | ||||||
NOTE 8. BUSINESS COMBINATIONS | |||||||
The Company made 7 acquisitions during the three month period ended March 31, 2014. | |||||||
Business combinations completed in fiscal 2014 | |||||||
Acquisition of Allpest WA “(Allpest”) – The Company completed the acquisition of Allpest on February 17, 2014. This is the Company’s first acquisition outside of North America and places the Company as the number one pest control provided in Western Australia. A valuation of the acquired assets is currently being performed and an estimate of the valuation has been recorded in the Company’s financial statements. The effect of any adjustments to these estimates for Allpest will have an immaterial effect on the Company’s financial statements as the net total adjustment will effect a combination of Goodwill, Customer Contracts, Other Intangible Assets at the end of the measurement period. The Company plans to complete the valuation of Allpest’s assets prior to its year-end 2014. | |||||||
Preliminary Purchase Price Allocation | |||||||
The total cash purchase price for the Company’s seven acquisitions in 2014 was $53.6 million. | |||||||
The fair values of major classes of assets acquired and liabilities assumed along with the contingent consideration liability recorded at the date of acquisition is included in the reconciliation of the total consideration as follows (in thousands): | |||||||
Accounts receivable, net | $ | 2,687 | |||||
Materials and supplies | 314 | ||||||
Prepaid expenses | 91 | ||||||
Equipment and property | 3,199 | ||||||
Goodwill | 22,803 | ||||||
Customer contracts | 28,819 | ||||||
Other intangible assets | 5,939 | ||||||
Current liabilities | (5,361 | ) | |||||
Other assets and liabilities, net | 31 | ||||||
Total consideration paid | $ | 58,522 | |||||
Less: Contingent consideration liability | (4,947 | ) | |||||
Total cash purchase price | $ | 53,575 | |||||
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 $235.3 million and $211.8 million at March 31, 2014 and December 31, 2013, 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 $32.6 million at March 31, 2014 and $9.2 million at December 31, 2013. The change in carrying amount is due to acquisitions and 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 $124.6 million and $32.4 million, respectively at March 31, 2014 and $101.5 million and $27.1 million, respectively at December 31, 2013. The carrying amount of customer contracts and other intangible assets in foreign countries was $29.6 million and $5.8 million, respectively at March 31, 2014 and $6.3 million and $0.4 million, respectively at December 31, 2013. | |||||||
Customer contracts and other amortizable intangible assets are amortized on a straight-line basis over their economic useful lives. The following table sets forth the components of intangible assets as of March 31, 2014 (in thousands): | |||||||
Useful Life | |||||||
Intangible Asset | Fair Value | in Years | |||||
Customer contracts | $ | 124,594 | 3 - 12.5 | ||||
Non-compete agreements | 7,892 | 3 - 20 | |||||
Trademarks and tradenames | 18,341 | 0 - 20 | |||||
Patents | 3,960 | 15 | |||||
Internet domains | 2,227 | n/a | |||||
Total customer contracts and other intangible assets | $ | 157,014 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 9. SUBSEQUENT EVENTS | |
On April 22, 2014, the Company announced that the Board of Directors declared a regular quarterly cash dividend on its common stock of $0.105 per share payable June 10, 2014 to stockholders of record at the close of business May 9, 2014. |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Schedule of basic and diluted earnings per share | ' | ||||||||
Basic and diluted earnings per share attributable to common and restricted shares of common stock for the period were as follows: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Basic earnings per share | |||||||||
Common stock | $ | 0.18 | $ | 0.16 | |||||
Restricted shares of common stock | $ | 0.17 | $ | 0.15 | |||||
Total shares of common stock | $ | 0.18 | $ | 0.16 | |||||
Diluted earnings per share | |||||||||
Common stock | $ | 0.18 | $ | 0.16 | |||||
Restricted shares of common stock | $ | 0.17 | $ | 0.15 | |||||
Total shares of common stock | $ | 0.18 | $ | 0.16 |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||
Components of the stock-based compensation programs recorded as expense | ' | ||||||||
The following table summarizes the components of the Company’s stock-based compensation programs recorded as expense: | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Time lapse restricted stock: | |||||||||
Pre-tax compensation expense | $ | 2,765 | $ | 2,546 | |||||
Tax benefit | (1,065 | ) | (980 | ) | |||||
Restricted stock expense, net of tax | $ | 1,700 | $ | 1,566 | |||||
Summarized information on unvested restricted stock units outstanding | ' | ||||||||
The following table summarizes information on unvested restricted stock outstanding as of March 31, 2014: | |||||||||
Number of Shares | Weighted-Average Grant-Date Fair Value | ||||||||
Unvested Restricted Stock Units at December 31, 2013 | 2,454 | $ | 18.75 | ||||||
Forfeited | (22 | ) | 20.72 | ||||||
Vested | (616 | ) | 15.79 | ||||||
Granted | 411 | 28.74 | |||||||
Unvested Restricted Stock Units at March 31, 2014 | 2,227 | $ | 21.4 |
PENSION_AND_POST_RETIREMENT_BE1
PENSION AND POST RETIREMENT BENEFIT PLANS (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Pension and Other Postretirement Benefit Expense [Abstract] | ' | ||||||||
Schedule of Net Pension Benefit Gain | ' | ||||||||
Components of Net Pension Benefit Gain | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Interest and service cost | $ | 2,375 | $ | 2,166 | |||||
Expected return on plan assets | (3,108 | ) | (2,897 | ) | |||||
Amortization of net loss | 610 | 977 | |||||||
Net periodic benefit gain/(loss) | $ | (123 | ) | $ | 246 |
BUSINESS_COMBINATIONS_Tables
BUSINESS COMBINATIONS (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Business Combinations [Abstract] | ' | ||||||
Schedule of purchasep price allocation | ' | ||||||
The fair values of major classes of assets acquired and liabilities assumed along with the contingent consideration liability recorded at the date of acquisition is included in the reconciliation of the total consideration as follows (in thousands): | |||||||
Accounts receivable, net | $ | 2,687 | |||||
Materials and supplies | 314 | ||||||
Prepaid expenses | 91 | ||||||
Equipment and property | 3,199 | ||||||
Goodwill | 22,803 | ||||||
Customer contracts | 28,819 | ||||||
Other intangible assets | 5,939 | ||||||
Current liabilities | (5,361 | ) | |||||
Other assets and liabilities, net | 31 | ||||||
Total consideration paid | $ | 58,522 | |||||
Less: Contingent consideration liability | (4,947 | ) | |||||
Total cash purchase price | $ | 53,575 | |||||
Schedule of components of intangible assets | ' | ||||||
Customer contracts and other amortizable intangible assets are amortized on a straight-line basis over their economic useful lives. The following table sets forth the components of intangible assets as of March 31, 2014 (in thousands): | |||||||
Useful Life | |||||||
Intangible Asset | Fair Value | in Years | |||||
Customer contracts | $ | 124,594 | 3 - 12.5 | ||||
Non-compete agreements | 7,892 | 3 - 20 | |||||
Trademarks and tradenames | 18,341 | 0 - 20 | |||||
Patents | 3,960 | 15 | |||||
Internet domains | 2,227 | n/a | |||||
Total customer contracts and other intangible assets | $ | 157,014 |
BASIS_OF_PREPARATION_AND_OTHER1
BASIS OF PREPARATION AND OTHER (Details Narrative) | 3 Months Ended |
Mar. 31, 2014 | |
Number | |
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 | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Total shares of common stock, basic (in dollars per share) | $0.18 | $0.16 |
Total shares of common stock, diluted (in dollars per share) | $0.18 | $0.16 |
Common Stock [Member] | ' | ' |
Total shares of common stock, basic (in dollars per share) | $0.18 | $0.16 |
Total shares of common stock, diluted (in dollars per share) | $0.18 | $0.16 |
Restricted Stock [Member] | ' | ' |
Total shares of common stock, basic (in dollars per share) | $0.17 | $0.15 |
Total shares of common stock, diluted (in dollars per share) | $0.17 | $0.15 |
FAIR_VALUE_OF_FINANCIAL_INSTRU1
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Swingline Credit Facility [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Line of credit maximum borrowing capacity | $25,000 | ' |
Line of Credit [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Line of credit maximum borrowing capacity | 175,000 | ' |
Outstanding borrowings | 0 | 0 |
Letter of Credit [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Line of credit maximum borrowing capacity | $75,000 | ' |
STOCKHOLDERS_EQUITY_Details_Na
STOCKHOLDERS' EQUITY (Details Narrative) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 |
Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Cash dividend paid | $15,301 | $13,146 | ' | ' | ' |
Cash dividend per share (in dollars per share) | $0.11 | $0.09 | ' | ' | ' |
Number of shares repurchased (in shares) | 33,429 | ' | ' | ' | ' |
Par value of common stock (in dollars per share) | $1 | ' | $1 | ' | ' |
Weighted average stock price of shares repurchased (in dollars per share) | $27.23 | ' | ' | ' | ' |
Repurchase of common stock from employees | 5,700,000 | 4,500,000 | ' | ' | ' |
Common stock reserved for issuance upon exercise of stock options (in shares) | 3,600,000 | ' | ' | ' | ' |
Options vesting period | '5 years | ' | ' | ' | ' |
Options expiration Period | '10 years | ' | ' | ' | ' |
Common stock issued for exercise of stock options | ' | 1,000 | ' | ' | ' |
Options aggregate intrinsic value | 0 | 20 | ' | ' | ' |
Cash receipts for exercise of options | 0 | 10 | ' | ' | ' |
Tax benefits from share-based payments | 3,400 | 2,700 | ' | ' | ' |
Unrecognized compensation cost | ' | ' | ' | $39,300 | $30,700 |
Unrecognized compensation cost, period for recognition | ' | ' | ' | '4 years 2 months 12 days | '3 years 9 months 18 days |
STOCKHOLDERS_EQUITY_Details_1
STOCKHOLDERS' EQUITY (Details 1) (Time Lapse Restricted Shares and Restricted Stock Units, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Time Lapse Restricted Shares and Restricted Stock Units | ' | ' |
Pre-tax compensation expense | $2,765 | $2,546 |
Tax benefit | -1,065 | -980 |
Restricted stock expense, net of tax | $1,700 | $1,566 |
STOCKHOLDERS_EQUITY_Details_2
STOCKHOLDERS' EQUITY (Details 2) (Restricted Stock Units (RSUs) [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Restricted Stock Units (RSUs) [Member] | ' |
Unvested restricted stock activity | ' |
Balance outstanding at the beginning of the period (in shares) | 2,454 |
Forfeited (in shares) | -22 |
Vested (in shares) | -616 |
Granted (in shares) | 411 |
Balance outstanding at the end of the period (in shares) | 2,227 |
Weighted-Average Grant-Date Fair Value | ' |
Balance at the beginning of the period (in dollars per share) | $18.75 |
Forfeited (in dollars per share) | $20.72 |
Vested (in dollars per share) | $15.79 |
Granted (in dollars per share) | $28.74 |
Balance at the end of the period (in dollars per share) | $21.40 |
PENSION_AND_POST_RETIREMENT_BE2
PENSION AND POST RETIREMENT BENEFIT PLANS (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Pension And Post Retirement Benefit Plans Details Narrative | ' | ' | ' |
Contribution by employer | $3,300 | $500 | ' |
Further contributions to defined benefit retirement plan during the fiscal year | ' | ' | $5,000,000 |
PENSION_AND_POST_RETIREMENT_BE3
PENSION AND POST RETIREMENT BENEFIT PLANS (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Components of net periodic pension benefit Gain | ' | ' |
Interest and service cost | $2,375 | $2,166 |
Expected return on plan assets | -3,108 | -2,897 |
Amortization of net loss | 610 | 977 |
Net periodic benefit gain/(loss) | ($123) | $246 |
BUSINESS_COMBINATIONS_Details_
BUSINESS COMBINATIONS (Details Narrative) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Number | ||
Business Acquisition [Line Items] | ' | ' |
Number of material acquisitions | 7 | ' |
Carrying amount of goodwill | $235,257 | $211,847 |
Carrying amount of goodwill in foreign countries | 32,600 | 9,200 |
Carrying amount of finite lived intangible assets | 157,014 | 128,569 |
Allpest WA | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Acquisition date | 17-Feb-14 | ' |
Seven acquisitions in 2014 | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Total cash purchase price | 53,575 | ' |
Carrying amount of goodwill | 22,803 | ' |
Customer contracts | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Carrying amount of finite lived intangible assets | 124,594 | 101,500 |
Carrying amount of finite lived intangible assets in foreign countries | 29,600 | 6,300 |
Other intangible assets | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Carrying amount of finite lived intangible assets | 32,400 | 27,100 |
Carrying amount of finite lived intangible assets in foreign countries | $5,800 | $400 |
BUSINESS_COMBINATIONS_Details
BUSINESS COMBINATIONS (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | ' |
Goodwill | $235,257 | $211,847 |
Seven acquisitions in 2014 | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Accounts receivable, net | 2,687 | ' |
Materials and supplies | 314 | ' |
Prepaid expenses | 91 | ' |
Equipment and property | 3,199 | ' |
Goodwill | 22,803 | ' |
Customer contracts | 28,819 | ' |
Other intangible assets | 5,939 | ' |
Current liabilities | -5,361 | ' |
Other assets and liabilities, net | 31 | ' |
Total consideration paid | 58,522 | ' |
Less: Contingent consideration liability | -4,947 | ' |
Total cash purchase price | $53,575 | ' |
BUSINESS_COMBINATIONS_Details_1
BUSINESS COMBINATIONS (Details 1) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Business Acquisition [Line Items] | ' |
Finite lived intangible assets fair value | $157,014 |
Internet domains | ' |
Business Acquisition [Line Items] | ' |
Infinite lived intangible assets fair value | 2,227 |
Customer contracts | ' |
Business Acquisition [Line Items] | ' |
Finite lived intangible assets fair value | 124,594 |
Customer contracts | Maximum | ' |
Business Acquisition [Line Items] | ' |
Finite lived intangible assets useful life | '12 years 6 months |
Customer contracts | Minimum | ' |
Business Acquisition [Line Items] | ' |
Finite lived intangible assets useful life | '3 years |
Non-compete agreements | ' |
Business Acquisition [Line Items] | ' |
Finite lived intangible assets fair value | 7,892 |
Non-compete agreements | Maximum | ' |
Business Acquisition [Line Items] | ' |
Finite lived intangible assets useful life | '20 years |
Non-compete agreements | Minimum | ' |
Business Acquisition [Line Items] | ' |
Finite lived intangible assets useful life | '3 years |
Trademarks and tradenames | ' |
Business Acquisition [Line Items] | ' |
Finite lived intangible assets fair value | 18,341 |
Trademarks and tradenames | Maximum | ' |
Business Acquisition [Line Items] | ' |
Finite lived intangible assets useful life | '20 years |
Trademarks and tradenames | Minimum | ' |
Business Acquisition [Line Items] | ' |
Finite lived intangible assets useful life | '0 years |
Patents | ' |
Business Acquisition [Line Items] | ' |
Finite lived intangible assets fair value | $3,960 |
Finite lived intangible assets useful life | '15 years |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (Subsequent Event [Member], USD $) | 0 Months Ended |
Apr. 22, 2014 | |
Subsequent Event [Member] | ' |
Dividend declared quarterly (in dollars per share) | $0.11 |