NOTE 8.
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STOCKHOLDERS EQUITY
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A total of $30.9 million was paid in cash dividends ($0.21 per share) during the first nine months of 2011, compared to $26.7 million or ($0.18 per share) during the same period in 2010. During the third quarter ended September 30, 2011, the Company repurchased 598,986 shares of its $1 par value common stock at a weighted average price of $17.85 per share compared to 558,749 shares purchased at a weighted average price of $13.95 during the same period in 2010. During the nine months ended September 30, 2011, the Company repurchased 1,388,282 shares of its $1 par value common stock at a weighted average price of $18.63 per share compared to 1,889,141 shares purchased at a weighted average price of $13.95 during the same period in 2010. Rollins, Inc. has had a buyback program in place for a number of years and has routinely purchased shares when it felt the opportunity was desirable. The Board authorized the purchase of 7.5 million additional shares of the Companys common stock in October 2008. This authorization enables the Company to continue the purchase of Rollins, Inc. common stock when appropriate, which is an important benefit, resulting from the Companys strong cash flows. The stock buy-back program has no expiration date. In total, 1.1 million additional shares may be purchased under its share repurchase program.
As more fully discussed in Note 12 of the Companys notes to the consolidated financial statements in its 2010 Annual Report on Form 10-K stock options, time lapse restricted shares (TLRSs) and restricted stock units have been issued to officers and other management employees under the Companys Employee Stock Incentive Plans. The stock options generally vest over a five-year period and expire ten years from the issuance date.
During the third quarter ended September 30, 2011, approximately 3,000 shares of common stock were issued upon exercise of stock options by employees compared to approximately 180,000 shares for the prior year quarter. In total for the nine months ended September 30, 2011, approximately 56,000 shares of common stock were issued upon exercise of stock options by employees and approximately 418,000 shares of common stock were issued upon exercise of stock options by employees for the first nine months ended September 30, 2010. The Company issues new shares from its authorized but unissued share pool. At September 30, 2011 approximately 5.2 million shares of the Companys common stock were reserved for issuance.
The following table summarizes the components of the Companys stock-based compensation programs recorded as expense:
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Three Months Ended
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Nine Months ended
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September 30,
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September 30,
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(in thousands)
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2011
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2010
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2011
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2010
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Time lapse restricted stock:
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Pre-tax compensation expense
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$
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1,882
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$
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1,638
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$
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5,645
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$
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5,859
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Tax benefit
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(725
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)
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(631
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)
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(2,174
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)
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(2,256
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)
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Restricted stock expense, net of tax
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$
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1,157
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$
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1,007
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$
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3,471
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$
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3,603
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Options activity outstanding under the Companys stock option plan as of September 30, 2011 and changes during the nine months ended September 30, 2011, were as follows:
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Weighted-Average
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Remaining
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Weighted-Average
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Contractual Term
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Aggregate
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(in thousands except per share data)
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Shares
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Exercise Price
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(in years)
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Intrinsic Value
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Outstanding at December 31, 2010
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136
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$
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4.66
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1.59
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$
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2,056
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Exercised
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(56
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)
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4.22
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Outstanding at September 30, 2011
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80
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4.98
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1.02
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1,100
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Exercisable at September 30, 2011
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80
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$
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4.98
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1.02
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$
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1,100
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The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Companys closing stock price on the last trading day of the third quarter ended September 30, 2011 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 September 30, 2011. The amount of aggregate intrinsic value will change based on the fair market value of the Companys stock.
The aggregate intrinsic value of options exercised during the nine months ended September 30, 2011 and September 30, 2010 was $0.2 million and $4.0 million, respectively. Exercise of options during the nine months ended September 30, 2011 and 2010 resulted in cash receipts of $19 thousand and $0.3 million, respectively. The vesting of restricted stock and exercise of options during the nine months ended September 30, 2011 resulted in excess tax benefits of approximately $2.3 million, and $1.0 million for the same period ended September 30, 2010, which have been recorded as increases to paid-in-capital.
The following table summarizes information on unvested restricted stock outstanding as of September 30, 2011:
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Weighted-Average
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Number of
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Grant-Date
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(in thousands except per share data)
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Shares
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Fair Value
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Unvested Restricted Stock Units at December 31, 2010
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2,664
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$
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11.09
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Forfeited
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(65
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)
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12.50
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Vested
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(573
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)
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10.08
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Granted
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670
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19.30
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Unvested Restricted Stock Units at September 30, 2011
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2,696
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$
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13.32
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At September 30, 2011 and December 31, 2010, the Company had $26.5 million and $22.1 million of total unrecognized compensation cost, respectively, related to time-lapse restricted shares that are expected to be recognized over weighted average periods of approximately 4.2 years and 3.9 years, respectively.
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