UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 1-4422
----------------------------
ROLLINS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0068479
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2170 Piedmont Road, N.E., Atlanta, Georgia (Address of
principal executive offices)
30324
(Zip Code)
(404) 888-2000
(Registrant's telephone number, including area code)
----------------------------
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Rollins, Inc. had 30,354,196 shares of its $1 Par Value Common
Stock outstanding as of July 31, 1999.
ROLLINS, INC. AND SUBSIDIARIES
INDEX
PART I FINANCIAL INFORMATION Page No.
Item 1. Financial Statements.
Consolidated Statements of Financial Position as of
June 30, 1999 and December 31, 1998 ................ 2
Consolidated Statements of Income and Earnings
Retained for the Three and Six Months Ended
June 30, 1999 and 1998 ............................. 3
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 1999 and 1998 ....................... 4
Notes to Consolidated Financial Statements ......... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 7
Item 3. Quantitative and Qualitative Disclosures About
Market Risk......................................... 9
PART II OTHER INFORMATION
Item 1. Legal Proceedings................................... 10
Item 2. Changes in Securities and Use of Proceeds........... 10
Item 4. Submission of Matters to a Vote of Security Holders. 10
Item 6. Exhibits and Reports on Form 8-K.................... 10
SIGNATURES ............................................................ 12
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements.
ROLLINS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(In thousands except share data)
(Unaudited)
June 30, December 31,
1999 1998
-------- --------
ASSETS
Cash and Short-Term Investments ................ $ 4,600 $ 1,244
Marketable Securities .......................... 83,201 110,229
Trade Receivables, Net ......................... 45,562 42,353
Materials and Supplies ......................... 13,793 13,335
Deferred Income Taxes .......................... 18,947 20,083
Other Current Assets ........................... 15,969 11,864
-------- --------
Current Assets ............................. 182,072 199,108
Equipment and Property, Net .................... 36,769 35,466
Intangible Assets .............................. 56,060 40,602
Deferred Income Taxes .......................... 42,066 44,369
Other Assets ................................... 17,910 7,720
-------- --------
Total Assets ............................... $334,877 $327,265
======== ========
LIABILITIES
Capital Lease Obligations ...................... $ 3,527 $ 3,419
Accounts Payable ............................... 17,451 10,890
Accrued Insurance .............................. 13,050 18,348
Accrued Payroll ................................ 20,900 18,400
Unearned Revenue ............................... 19,923 15,210
Other Expenses ................................. 50,855 48,826
-------- --------
Current Liabilities ........................ 125,706 115,093
Capital Lease Obligations ...................... 4,298 6,090
Accrued Insurance .............................. 42,107 38,975
Accrual for Termite Contracts .................. 56,886 66,350
Long-Term Accrued Liabilities .................. 22,896 20,522
-------- --------
Total Liabilities .......................... 251,893 247,030
-------- --------
Commitments and Contingencies
STOCKHOLDERS' EQUITY
Common Stock, par value $1 per share; 99,500,000
shares authorized; 30,395,596 and 30,488,741
shares issued at June 30, 1999 and
December 31, 1998, respectively ............ 30,396 30,489
Earnings Retained .............................. 52,588 49,746
-------- --------
Total Stockholders' Equity ................. 82,984 80,235
-------- --------
Total Liabilities and Stockholders'Equity ...... $334,877 $327,265
======== ========
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</FN>
2
ROLLINS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND EARNINGS RETAINED
(In thousands except share and per share data)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
REVENUES
Customer Services ................ $ 162,342 $ 155,050 $ 292,228 $ 278,015
------------ ------------ ------------ ------------
COSTS AND EXPENSES
Cost of Services Provided ........ 89,704 86,717 166,536 163,606
Depreciation and Amortization .... 3,181 2,789 6,178 5,499
Sales, General and Administrative 58,211 56,820 108,642 105,653
Interest Income .................. (1,050) (2,425) (2,175) (5,047)
------------ ------------ ------------ ------------
150,046 143,901 279,181 269,711
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES ................ 12,296 11,149 13,047 8,304
------------ ------------ ------------ ------------
PROVISION (BENEFIT) FOR INCOME TAXES
Current .......................... 2,995 2,006 1,600 (1,305)
Deferred ......................... 1,678 2,230 3,357 4,460
------------ ------------ ------------ ------------
4,673 4,236 4,957 3,155
------------ ------------ ------------ ------------
NET INCOME ................................ $ 7,623 $ 6,913 $ 8,090 $ 5,149
============ ============ ============ ============
EARNINGS RETAINED
Balance at Beginning of Period ... 48,425 104,030 49,746 112,365
Cash Dividends ................... (1,530) (4,969) (3,054) (9,957)
Common Stock Purchased and Retired (3,049) (11,280) (3,183) (12,876)
Other ............................ 1,119 34 989 47
------------ ------------ ------------ ------------
BALANCE AT END OF PERIOD .................. $ 52,588 $ 94,728 $ 52,588 $ 94,728
============ ============ ============ ============
EARNINGS PER SHARE - BASIC AND
DILUTED ................................... $ 0.25 $ 0.21 $ 0.27 $ 0.16
============ ============ ============ ============
WEIGHTED SHARES OUTSTANDING - BASIC ....... 30,517,760 33,078,672 30,501,965 33,173,701
WEIGHTED SHARES OUTSTANDING - DILUTED ..... 30,525,638 33,109,672 30,509,843 33,197,701
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</FN>
3
ROLLINS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 30,
----------------------------
1999 1998
------------ ------------
OPERATING ACTIVITIES
Net Income ............................................ $ 8,090 $ 5,149
Adjustments to Reconcile Net Income to Net
Cash Provided by (Used in) Operating Activities:
Depreciation and Amortization ..................... 6,178 5,499
Provision for Deferred Income Taxes ............... 3,358 4,460
Other, Net ........................................ (111) 646
(Increase) Decrease in Assets, Net of Acquisitions:
Trade Receivables ................................. (517) 1,266
Materials and Supplies ............................ (182) (1,229)
Other Current Assets .............................. (4,060) (3,553)
Other Non-Current Assets .......................... (385) 20
Increase (Decrease) in Liabilities, Net of Acquisitions:
Accounts Payable and Accrued Expenses ............. 9,383 3,636
Unearned Revenue .................................. 4,650 2,812
Accrued Insurance ................................. (2,166) (136)
Accrual for Termite Contracts ..................... (9,464) (15,731)
Long-Term Accrued Liabilities ..................... 2,374 (6,985)
------------ ------------
Net Cash Provided by (Used in) Operating Activities ..... 17,148 (4,146)
------------ ------------
INVESTING ACTIVITIES
Purchases of Equipment and Property ..................... (5,202) (5,756)
Net Cash Used for Acquisition of Companies .............. (26,326) (870)
Marketable Securities, Net .............................. 26,305 (49,306)
------------ ------------
Net Cash Used in Investing Activities ................... (5,223) (55,932)
------------ ------------
FINANCING ACTIVITIES
Dividends Paid .......................................... (3,054) (9,957)
Common Stock Purchased and Retired ...................... (3,392) (13,545)
Payments on Capital Leases .............................. (1,684) (1,546)
Other ................................................... (439) 40
------------ ------------
Net Cash Used in Financing Activities ................... (8,569) (25,008)
------------ ------------
Net Increase (Decrease) in Cash and Short-Term
Investments ........................................... 3,356 (85,086)
Cash and Short-Term Investments at Beginning
of Period ............................................. 1,244 125,842
------------ ------------
Cash and Short-Term Investments at End
of Period ............................................. $ 4,600 40,756 -- --
============ ============
<FN>
The accompanying notes are an integral part of these
consolidated financial statements.
</FN>
4
ROLLINS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PREPARATION
The consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Footnote
disclosures normally included in the financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules
and regulations.
These consolidated financial statements should be read in
conjunction with the financial statements and related notes
contained in the Company's annual report on Form 10-K for the
year ended December 31, 1998.
In the opinion of management, the consolidated financial
statements included herein contain all normal recurring
adjustments necessary to present fairly the financial position of
the Company as of June 30, 1999 and December 31, 1998, and the
results of operations for the three and six months ended June 30,
1999 and 1998 and cash flows for the six months ended June 30,
1999 and 1998. Operating results for the three months and six
months ended June 30, 1999 are not necessarily indicative of
the results that may be expected for the year ended December 31,
1999.
In 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 130 (SFAS 130),
"Reporting Comprehensive Income," effective for fiscal years
beginning after December 15, 1997. For the six months ended
June 30, 1999 and 1998, comprehensive income is not materially
different from net income and, as a result, the impact of SFAS
130 is not reflected in the Company's consolidated financial
statements included herein.
Certain amounts for prior periods have been reclassified to
conform with the current period consolidated financial statement
presentation. Such reclassifications had no effect on previously
reported net income.
NOTE 2. PROVISION FOR INCOME TAXES
The book provision for income taxes includes the liability for
state income taxes, net of the federal income tax benefit. The
deferred provision for income taxes arises from the changes
during the year in the Company's net deferred tax asset or
liability.
5
NOTE 3. EARNINGS PER SHARE
Pursuant to the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," the number of weighted
average shares used in computing basic and diluted earnings per
share (EPS) are as follows (in thousands):
Second Quarter Ended June 30 Six Months Ended June 30
--------------------------- ---------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
Basic EPS ........ 30,518 33,079 30,502 33,174
Effect of Dilutive
Stock Options .. 8 31 8 24
------------ ------------ ------------ ------------
Diluted EPS 30,526 33,110 30,510 33,198
============ ============ ============ ============
NOTE 4. ACQUISITION AND JOINT VENTURE
On April 30, 1999, the Company and SC Johnson Professional
entered into a joint venture, Acurid Retail Services, L.L.C.
(Acurid Retail), created to provide pest elimination services to
customers in the retail market and jointly contributed existing
customers to the joint venture. The Company owns 50% of the joint
venture. In addition, on April 30, 1999, the Company's
wholly-owned subsidiary, Orkin Exterminating Company, Inc.
(Orkin), acquired the remaining pest elimination business
operations of PRISM, a subsidiary of SC Johnson Professional for
approximately twenty-four million dollars. The acquisition was
accounted for as a purchase and resulted in excess costs over net
assets acquired of approximately sixteen million dollars which
are being amortized over a life of twenty years using the
straight-line method.
NOTE 5. LEGAL PROCEEDINGS
The Company is aggressively defending a lawsuit filed in Dothan,
Alabama, in which the plaintiffs seek compensatory damages for
alleged breach of contract arising out of alleged missed or
inadequate reinspections. The attorneys for the plaintiffs
contend that the case is suitable for a class action and the
court has ruled that the plaintiffs would be permitted to pursue
a class action lawsuit against Orkin. The case is set for trial
November 15, 1999. The Company believes this case to be without
merit and intends to defend itself vigorously at trial. At this
time, the final outcome of the litigation cannot be determined.
However, it is the opinion of management that the ultimate
resolution of this action will not have a material adverse effect
on the Company's financial position, results of operations, or
liquidity.
The Company is involved in other litigation matters incidental to
its business. With respect to such other suits, management does
not believe the litigation in which it is involved will have a
material effect upon its results of operations or financial
condition.
6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The Company reported net income of $7.6 million or $0.25 per share for the
quarter compared to $6.9 million or $0.21 per share for the same quarter in
1998. Net income for the first half of 1999 was $8.1 million or $0.27 per share
compared to $5.1 or $0.16 per share for the same period in 1998.
The improvement in earnings for the quarter and year-to-date resulted primarily
from increases in residential and commercial pest control revenue. Revenues
increased 4.7% to $162.3 million compared to $155.1 million for the same
quarterly period last year. For the first half of 1999, revenues increased 5.1%
to $292.2 million. Second quarter 1999 represents the Company's fifth
consecutive quarter of improvements in revenues and earnings. The Company
attributes these improvements to its strategic programs initiated in 1998 and
1997 to build recurring revenue, expand the Company's commercial pest control
business and contain termite claims costs. The Company is particularly pleased
with these results in light of the impact of the integration of the PRISM
acquisition and the creation of the Acurid Retail Sevices joint venture with SC
Johnson Professional. For further discussion regarding these transactions, see
Note 4 to the accompanying consolidated financial statements.
Results of Operations
Revenues increased to $162.3 million in second quarter 1999 from $155.1 million
in the same period of 1998, and increased to $292.2 million in the first six
months of 1999 from $278.0 million in the same period of 1998. These increases
were primarily the result of increases in customer base and in average sales
prices in both residential and commercial pest control.
Cost of Services Provided was approximately $3.0 million higher than the prior
year quarter but improved to represent 55.2% of revenues compared to 55.9% for
the same quarter of the prior year. Year-to-date Cost of Services Provided
improved to represent 57.0% of revenues compared to 58.8% for the prior year
period. These improvements as a percentage of revenues were primarily due to
lower termite provisions, operating insurance costs and improved inventory
management.
Selling, General and Administrative increased $1.4 million or 2.4% but decreased
as a percentage of revenues to 35.9% compared to 36.6% for the same quarter of
the prior year. For the first half of 1999, Selling, General and Administrative
decreased as a percentage of revenues to 37.2% compared with 38.0% for the prior
year period. The improvements as a percentage of revenues resulted primarily
from improved efficiencies in sales, fleet and telephone costs and personal
property tax reductions. These cost savings were partially offset by additional
costs related to various new and expanded programs throughout the Company.
Interest Income decreased $1.4 million or 56.7% compared to the same quarter of
the prior year, and decreased $2.9 million or 56.9% for the six months ended
June 30, 1999 compared to the same period of the prior year. The decreases were
primarily due to lower invested funds over the prior year periods.
The Company's net tax provisions of $4.7 million for the quarter and $5.0
million for the first six months reflect increased taxable income over the prior
year periods.
7
- --------------------------------------------------------------------------------
Financial Condition
June 30, December 31,
(In thousands) 1999 1998
- --------------------------------------------------------------------------------
Cash and Short-Term Investments .. $ 4,600 $ 1,244
Marketable Securities ............ 83,201 110,229
-------------- ------------
87,801 111,473
Working Capital .................. 56,366 84,015
Current Ratio .................... 1.4 1.7
- --------------------------------------------------------------------------------
The Company's financial position remains solid. The Company believes its current
cash balances and future cash flows from operating activities will be sufficient
to finance its current operations and obligations, and fund expansion of the
business for the foreseeable future. The Company's cash flow provided by
operating activities was $17.1 million for the first six months of 1999 compared
with cash used in operating activities of $4.1 million in the same period of
1998. This increase resulted primarily from favorable changes in working capital
related primarily to differences in the timing of accounts payable and other
accrued expenses and higher net income from operations in 1999, adjusted for
non-cash items.
The Company invested approximately $31.5 million in capital expenditures
and acquisitions during the first six months of 1999, and expects to invest
between $40 and $50 million in 1999, inclusive of improvements to its management
information systems. Capital expenditures during the first six months of 1999
consisted primarily of equipment replacements and upgrades. Acquisitions
consisted primarily of the acquisition of the commercial pest elimination
business operations of PRISM, a subsidiary of SC Johnson Professionals. See Note
4 to the accompanying consolidated financial statements for further discussion.
During the six months ended June 30, 1999, $3.1 million was paid in cash
dividends and $3.4 million was paid for repurchases of 209,000 shares of the
Company's Common Stock. These repurchased shares were retired during the six
months. The capital expenditures, acquisitions, cash dividends and stock
repurchases were primarily funded through existing cash and marketable
securities balances and operating activities. The Company maintains a $40.0
million unused line of credit, which is available for future acquisitions and
growth, if needed.
In 1997 and 1998, Orkin received letters from the Federal Trade Commission
(FTC) advising of its investigation of the pest control industry - more
specifically, the termite and moisture control practices of the industry - and
requesting certain information voluntarily from the Company. Orkin has
voluntarily provided the information requested and has advised of the Company's
intention to continue to cooperate fully with this investigation. At this point
in time, it is too early to determine the impact, if any, of this investigation.
In addition, the Company is aggressively defending a class action lawsuit filed
in Dothan, Alabama. For further discussion, see Note 5 to the accompanying
consolidated financial statements.
Year 2000 Issues
Aware that the Year 2000 (Y2K) information technology programming issue could
have a significant potential impact on its future operations and financial
reporting, the Company began its assessment and remediation processes in 1997
regarding its primary financial and operating systems. The Company's assessment
activities have included (1) identifying all software and operating systems -
both information technology (IT) systems and non-IT systems with embedded
technology - which are critical to operations and/or financial reporting, (2)
testing of such software and systems for Y2K compliancy, (3) obtaining
assurances from the Company's vendors and its large commercial customers, and
(4) assigning a manager for Y2K compliance and establishing a monthly readiness
reporting process to ensure that top management will be aware of each area and
step remaining to be done in order for the Company to become fully Y2K
compliant. The Company's remediation activities have included replacing certain
software and operating systems, followed by testing to ensure the Y2K compliancy
of the replacements.
Based on its assessment and remediation activities to date, the Company believes
that its critical internal software and operating systems are Y2K compliant with
the exception of its bad debt collection system, its branch personal
8
computers (PCs), and its commercial division's national accounts system. The
Company's bad debt collection system is currently being updated and is expected
to be Y2K compliant by the end of third quarter 1999, and the branch PCs are
expected to be replaced by the end of October 1999. The Company has formulated
an information technology plan for its national accounts system, and necessary
remediation efforts are expected to be concluded by the end of third quarter
1999. The total cost of Y2K expenditures to date as of June 30, 1999 was
approximately $19.2 million; the remaining Y2K remediation costs are anticipated
to be approximately $100,000 to $500,000.
Based on assurances from the majority of its vendors and large commercial
customers to date, the Company does not anticipate any material Y2K impact on
its operations or financial reporting at this time. The Company believes that
the worst case scenario will be some minor nuisances experienced by a small
number of its branches in January 2000.
The Company expects to have contingency plans in place by the end of 1999 that
address potential short-term business disruptions resulting from losses of
electricity and system malfunctions related to the ordering and delivering of
operating supplies and the printing of sales orders.
Impact of Recent Accounting Pronouncements
In 1998, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities." In second quarter 1999, the Financial Accounting Standards Board
voted to delay the effective date of this standard to fiscal years beginning
after June 15, 2000. The adoption of this standard, effective for the Company as
of January 1, 2001, is not expected to materially impact the results of
operations or financial condition of the Company.
Forward-Looking Statements
This Form 10-Q contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The actual results of the
Company could differ materially from those indicated by the forward-looking
statements because of various risks and uncertainties, including without
limitation, general economic conditions; market risk; changes in industry
practices or technologies; the degree of success of the Company's termite
process reforms; the Company's ability to identify potential acquisitions;
climate and weather trends; competitive factors and pricing practices; the Year
2000 programming issue; potential increases in labor costs; uncertainties of
litigation; and changes in various government laws and regulations, including
environmental regulations. All of the foregoing risks and uncertainties are
beyond the ability of the Company to control, and in many cases the Company
cannot predict the risks and uncertainties that could cause its actual results
to differ materially from those indicated by the forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company maintains an investment portfolio, comprised of U.S. Government and
corporate debt securities, which is subject to interest rate risk exposure. This
risk is managed through conservative policies to invest in high-quality
obligations. The Company has performed an interest rate sensitivity analysis
using a duration model over the near term with a 10% change in interest rates.
The Company's portfolio is not subject to material interest rate risk exposure
based on this analysis, and no material changes in market risk exposures or how
those risks are managed is expected.
9
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 5 to Part I, Item 1 which is incorporated herein by
reference.
Item 2. Changes in Securities and Use of Proceeds.
On April 21, 1999, the Company acquired the pest elimination
business of Home and Business Services Company in exchange for
cash and 38,807 shares of the Company's Common Stock. The market
value of the Common Stock issued was approximately $650,000.
Since the issuance of these shares was not a public issuance,
these shares of Common Stock were issued pursuant to the
exemption from registration under the Securities Act of 1933, as
amended, Section 4, Paragraph 2.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Stockholders was held on April
27, 1999. At the meeting, stockholders elected three Class I
Directors for the three-year term expiring in 2002.
Results of the voting were as follows:
Election of Class I Directors For Withheld
------------------------------- -------------- ----------------
R. Randall Rollins 27,974,683 258,771
Henry B. Tippie 27,971,378 262,076
James B. Williams 27,976,677 256,777
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(2)* Asset Purchase Agreement by and between Orkin
Exterminating Company, Inc. and PRISM
Integrated Sanitation Management Inc.
(3)(i) Restated Certificate of Incorporation of
Rollins, Inc. is incorporated herein by
reference to Exhibit (3)(i) as filed with
its Form 10-K for the year ended December 31,
1997.
(ii) By-laws of Rollins, Inc. is incorporated herein
by reference to Exhibit (3)(ii) as filed with
its Form 10-Q for the quarterly period ended
March 31, 1999.
(4) Form of Common Stock Certificate of Rollins,
Inc. is incorporated herein by reference to
Exhibit (4) as filed with its Form 10-K for the
year ended December 31, 1998.
(27) Financial Data Schedule (For Commission Use
Only).
10
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during second quarter
1999.
-----------
* The Company has applied for confidential treatment of portions
of this Agreement. Accordingly, portions thereof have been
omitted and filed separately with the Securities and Exchange
Commission. In addition, in accordance with Item 601(b)(2) of
Regulation S-K, the schedules have been omitted and a list
briefly describing the schedules is at the end of the Exhibit.
The Company will furnish supplementally a copy of any omitted
schedule to the Commission upon request.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROLLINS, INC.
(Registrant)
Date: August 12, 1999 By: /s/ Gary W. Rollins
------------------------------
Gary W. Rollins
President and Chief Operating Officer
(Member of the Board of Directors)
Date: August 12, 1999 By: /s/ Harry J. Cynkus
------------------------------
Harry J. Cynkus
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
12