Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q.
GENERAL OPERATING COMMENTS
Below is a summary of the key operating results for the three months ended September 30, 2025:
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Third quarter revenues were $1.0 billion, an increase of 12.0% over the third quarter of 2024 with organic revenues* increasing 7.2%.
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Quarterly operating income was $225.0 million, an increase of 17.3% over the third quarter of 2024. Quarterly operating margin was 21.9%, an increase of 100 basis points versus the third quarter of 2024. Adjusted operating income* was $232.1 million, an increase of 18.4% over the prior year. Adjusted operating margin* was 22.6%, an increase of 120 basis points compared to the prior year.
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Adjusted EBITDA* was $258.3 million, an increase of 17.7% over the prior year. Adjusted EBITDA margin* was 25.2%, an increase of 120 basis points versus the third quarter of 2024.
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Quarterly net income was $163.5 million, an increase of 19.4% over the prior year. Adjusted net income* was $168.5 million, an increase of 20.7% over the prior year.
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Quarterly EPS was $0.34 per diluted share, a 21.4% increase over the prior year EPS of $0.28. Adjusted EPS* was $0.35 per diluted share, an increase of 20.7% over the prior year.
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Operating cash flow was $191.3 million for the quarter, an increase of 30.2% compared to the prior year. The Company invested $34.7 million in acquisitions, $8.5 million in capital expenditures, and paid dividends totaling $80.1 million.
Demand remains favorable to start the fourth quarter and the pipeline of acquisition activity remains healthy. Although we continue to navigate a highly uncertain macroeconomic environment, we believe we are well positioned to continue to deliver strong results in 2025.
We remain focused on driving 7% to 8% organic revenue growth while adding 3% to 4% of inorganic revenue growth for 2025. We continue to focus on improving the efficiency of our business model while investing in programs aimed at growing our business across our service offerings.
*Amounts are non-GAAP financial measures. See the schedules below for a discussion of non-GAAP financial metrics including a reconciliation to the most directly comparable GAAP measure.
RECENT DEVELOPMENTS AND ECONOMIC CONDITIONS
The continued disruption in economic markets due to inflation, changing interest rates, business interruptions due to natural disasters and changes in weather patterns, employee shortages, and supply chain issues all pose challenges which may adversely affect our future performance. The Company continues to execute various strategies previously implemented to help mitigate the impact of these economic disruptors. However, the Company cannot reasonably estimate whether these strategies will help mitigate the impact of these economic disruptors in the future.
Additionally, the Company continues to monitor ongoing changes to global trade policies, including the imposition of tariffs. The broader economic impact of these policies is uncertain, and while we may experience changes in fleet-related expenses and materials and supplies, we do not expect to be materially affected.
The Company’s condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements. The Company considered the impact of economic trends on the assumptions and estimates used in preparing the condensed consolidated financial statements. In the opinion of management, all material adjustments necessary for a fair presentation of the Company’s financial results for the quarter have been made. These adjustments are of a normal recurring nature but are complicated by the continued uncertainty surrounding these economic trends. The
ROLLINS, INC. AND SUBSIDIARIES
severity, magnitude and duration of certain economic trends continue to be uncertain and are difficult to predict. Therefore, our accounting estimates and assumptions may change over time in response to economic trends and may change materially in future periods.
The extent to which these economic trends will continue to impact the Company’s business, financial condition and results of operations is uncertain. Therefore, we cannot reasonably estimate the full future impacts of these matters at this time.
RESULTS OF OPERATIONS
Quarter ended September 30, 2025 compared to quarter ended September 30, 2024
| Three Months Ended September 30, | ||||||||||||||||||||
| Variance | ||||||||||||||||||||
| (in thousands, except per share data) | 2025 | 2024 | $ | % | ||||||||||||||||
| GAAP Metrics | ||||||||||||||||||||
| Revenues | $ | 1,026,106 | $ | 916,270 | $ | 109,836 | 12.0 | % | ||||||||||||
| Gross profit (1) | $ | 558,656 | $ | 494,378 | $ | 64,278 | 13.0 | % | ||||||||||||
| Gross profit margin (1) | 54.4 | % | 54.0 | % | 40 | bps | ||||||||||||||
| Operating income | $ | 225,021 | $ | 191,796 | $ | 33,225 | 17.3 | % | ||||||||||||
| Operating margin | 21.9 | % | 20.9 | % | 100 | bps | ||||||||||||||
| Net income | $ | 163,527 | $ | 136,913 | $ | 26,614 | 19.4 | % | ||||||||||||
| EPS | $ | 0.34 | $ | 0.28 | $ | 0.06 | 21.4 | % | ||||||||||||
| Operating cash flow | $ | 191,349 | $ | 146,947 | $ | 44,402 | 30.2 | % | ||||||||||||
| Non-GAAP Metrics | ||||||||||||||||||||
| Adjusted operating income (2) | $ | 232,057 | $ | 196,012 | $ | 36,045 | 18.4 | % | ||||||||||||
| Adjusted operating margin (2) | 22.6 | % | 21.4 | % | 120 | bps | ||||||||||||||
| Adjusted net income (2) | $ | 168,501 | $ | 139,617 | $ | 28,884 | 20.7 | % | ||||||||||||
| Adjusted EPS (2) | $ | 0.35 | $ | 0.29 | $ | 0.06 | 20.7 | % | ||||||||||||
| Adjusted EBITDA (2) | $ | 258,334 | $ | 219,460 | $ | 38,874 | 17.7 | % | ||||||||||||
| Adjusted EBITDA margin (2) | 25.2 | % | 24.0 | % | 120 | bps | ||||||||||||||
| Free cash flow (2) | $ | 182,846 | $ | 139,425 | $ | 43,421 | 31.1 | % |
(1) Exclusive of depreciation and amortization
(2) Amounts are non-GAAP financial measures. See "Non-GAAP Financial Measures" of this Form 10-Q for a discussion of non-GAAP financial metrics including a reconciliation to the most directly comparable GAAP measure.
ROLLINS, INC. AND SUBSIDIARIES
The following table presents financial information, including our significant expense categories, for the three months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (unaudited, in thousands) | 2025 | 2024 | ||||||||||||||||||||||||
| $ | % of Revenue | $ | % of Revenue | |||||||||||||||||||||||
| Revenue | $ | 1,026,106 | 100.0 | % | $ | 916,270 | 100.0 | % | ||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of services provided (exclusive of depreciation and amortization below): | ||||||||||||||||||||||||||
| Employee expenses | 312,249 | 30.4 | % | 278,296 | 30.4 | % | ||||||||||||||||||||
| Materials and supplies | 62,933 | 6.1 | % | 56,675 | 6.2 | % | ||||||||||||||||||||
| Insurance and claims | 11,127 | 1.1 | % | 16,649 | 1.8 | % | ||||||||||||||||||||
| Fleet expenses | 38,997 | 3.8 | % | 33,650 | 3.7 | % | ||||||||||||||||||||
| Other cost of services provided (1) | 42,144 | 4.1 | % | 36,622 | 4.0 | % | ||||||||||||||||||||
| Total cost of services provided (exclusive of depreciation and amortization below) | $ | 467,450 | 45.6 | % | $ | 421,892 | 46.0 | % | ||||||||||||||||||
| Sales, general and administrative: | ||||||||||||||||||||||||||
| Selling and marketing expenses | 138,881 | 13.5 | % | 124,388 | 13.6 | % | ||||||||||||||||||||
| Administrative employee expenses | 88,601 | 8.6 | % | 79,507 | 8.7 | % | ||||||||||||||||||||
| Insurance and claims | 6,929 | 0.7 | % | 10,045 | 1.1 | % | ||||||||||||||||||||
| Fleet expenses | 9,502 | 0.9 | % | 8,297 | 0.9 | % | ||||||||||||||||||||
| Other sales, general and administrative (2) | 57,491 | 5.6 | % | 52,681 | 5.7 | % | ||||||||||||||||||||
| Total sales, general and administrative | $ | 301,404 | 29.4 | % | $ | 274,918 | 30.0 | % | ||||||||||||||||||
| Depreciation and amortization | 32,231 | 3.1 | % | 27,664 | 3.0 | % | ||||||||||||||||||||
| Interest expense, net | 7,942 | 0.8 | % | 7,150 | 0.8 | % | ||||||||||||||||||||
| Other (income) expense, net | (350) | — | % | (582) | (0.1) | % | ||||||||||||||||||||
| Income tax expense | 53,902 | 5.3 | % | 48,315 | 5.3 | % | ||||||||||||||||||||
| Net income | $ | 163,527 | 15.9 | % | $ | 136,913 | 14.9 | % |
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Other cost of services provided includes facilities costs, professional services, maintenance & repairs, software license costs, and other expenses directly related to providing services.
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Other sales, general and administrative includes facilities costs, professional services, maintenance & repairs, software license costs, bad debt expense, and other administrative expenses.
ROLLINS, INC. AND SUBSIDIARIES
Revenues
The following presents a summary of revenues by service offering for the three months ended September 30, 2025 and September 30, 2024, respectively:


Revenues for the quarter ended September 30, 2025 were $1.0 billion, an increase of $109.8 million, or 12.0%, from 2024 revenues of $916.3 million. The increase in revenues was driven by demand from our customers across all major service offerings. Organic revenue* growth was 7.2% with acquisitions adding 4.8% in the quarter. Residential pest control revenue increased 11.2%, commercial pest control revenue increased 11.8% and termite and ancillary services grew 15.2% including both organic and acquisition-related growth in each area. Organic revenue* growth was strong across our service offerings, growing 5.2% in residential, 8.3% in commercial, and 10.8% in termite and ancillary activity.
*Amounts are non-GAAP financial measures. See "Non-GAAP Financial Measures" of this Form 10-Q for a discussion of non-GAAP financial metrics including a reconciliation to the most closely correlated GAAP measure.
Revenues are impacted by the seasonal nature of the Company’s pest and termite control services. The increase in pest activity, as well as the metamorphosis of termites in the spring and summer (the occurrence of which is determined by the change in seasons), has historically resulted in an increase in the Company’s revenues as evidenced by the following table:
| Consolidated Net Revenues | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| First quarter | $ | 822,504 | $ | 748,349 | $ | 658,015 | |||||||||||
| Second quarter | 999,527 | 891,920 | 820,750 | ||||||||||||||
| Third quarter | 1,026,106 | 916,270 | 840,427 | ||||||||||||||
| Fourth quarter | — | 832,169 | 754,086 | ||||||||||||||
| Year to date | $ | 2,848,137 | $ | 3,388,708 | $ | 3,073,278 |
Gross Profit (exclusive of Depreciation and Amortization)
Gross profit for the quarter ended September 30, 2025 was $558.7 million, an increase of $64.3 million, or 13.0%, compared to $494.4 million for the quarter ended September 30, 2024.
Gross margin improved 40 basis points to 54.4% in 2025 compared to 54.0% in 2024. We saw leverage across a number of cost categories, including 70 basis points of lower insurance and claims costs due to a more favorable claims experience and 10 basis points in materials and supplies. This was partially offset by 10 basis points of higher fleet expenses associated with lower vehicle gains and less favorable medical claims impacting people costs.
ROLLINS, INC. AND SUBSIDIARIES
Sales, General and Administrative
For the quarter ended September 30, 2025, sales, general and administrative ("SG&A") expenses were $301.4 million, an increase of $26.5 million, or 9.6%, compared to the quarter ended September 30, 2024.
As a percentage of revenue, SG&A decreased 60 basis points to 29.4% from 30.0% in the prior year, primarily due to 40 basis points of lower insurance and claims costs due to a more favorable claims experience, 10 basis points of lower selling and marketing costs, and 10 basis points of lower administrative costs.
Depreciation and Amortization
For the quarter ended September 30, 2025, depreciation and amortization increased $4.6 million, or 16.5%, compared to the quarter ended September 30, 2024. The increase was due to higher amortization of intangible assets from acquisitions, most notably from the acquisition of Saela Pest Control ("Saela").
Operating Income
For the quarter ended September 30, 2025, operating income increased $33.2 million, or 17.3%, compared to the prior year.
As a percentage of revenue, operating income was 21.9%, an increase of 100 basis points compared to the third quarter of 2024. Operating margin improved mostly due to lower insurance and claims costs and leverage in materials and supplies, administrative costs, and selling and marketing costs, partially offset by higher fleet costs.
Interest Expense, Net
During the quarter ended September 30, 2025, interest expense, net increased $0.8 million compared to the prior year primarily due to a higher average debt balance during the quarter ended September 30, 2025 versus the same quarter in the prior year.
Other (Income) Expense, Net
During the quarter ended September 30, 2025, other income decreased $0.2 million primarily due to lower gains on non-operational asset sales.
Income Taxes
The Company’s effective tax rate was 24.8% in the third quarter of 2025 and 26.1% in the third quarter of 2024. The reduced rate is primarily due to the purchase of transferable federal income tax credits during the three months ended September 30, 2025.
ROLLINS, INC. AND SUBSIDIARIES
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
| Nine Months Ended September 30, | ||||||||||||||||||||
| Variance | ||||||||||||||||||||
| (in thousands, except per share data) | 2025 | 2024 | $ | % | ||||||||||||||||
| GAAP Metrics | ||||||||||||||||||||
| Revenues | $ | 2,848,137 | $ | 2,556,539 | $ | 291,598 | 11.4 | % | ||||||||||||
| Gross profit (1) | $ | 1,518,692 | $ | 1,358,804 | $ | 159,888 | 11.8 | % | ||||||||||||
| Gross profit margin (1) | 53.3 | % | 53.2 | % | 10 | bps | ||||||||||||||
| Operating income | $ | 566,002 | $ | 506,597 | $ | 59,405 | 11.7 | % | ||||||||||||
| Operating margin | 19.9 | % | 19.8 | % | 10 | bps | ||||||||||||||
| Net income | $ | 410,264 | $ | 360,704 | $ | 49,560 | 13.7 | % | ||||||||||||
| EPS | $ | 0.85 | $ | 0.74 | $ | 0.11 | 14.9 | % | ||||||||||||
| Operating cash flow | $ | 513,363 | $ | 419,495 | $ | 93,868 | 22.4 | % | ||||||||||||
| Non-GAAP Metrics | ||||||||||||||||||||
| Adjusted operating income (2) | $ | 584,826 | $ | 520,286 | $ | 64,540 | 12.4 | % | ||||||||||||
| Adjusted operating margin (2) | 20.5 | % | 20.4 | % | 10 | bps | ||||||||||||||
| Adjusted net income (2) | $ | 423,277 | $ | 370,194 | $ | 53,083 | 14.3 | % | ||||||||||||
| Adjusted EPS (2) | $ | 0.87 | $ | 0.76 | $ | 0.11 | 14.5 | % | ||||||||||||
| Adjusted EBITDA (2) | $ | 661,343 | $ | 590,331 | $ | 71,012 | 12.0 | % | ||||||||||||
| Adjusted EBITDA margin (2) | 23.2 | % | 23.1 | % | 10 | bps | ||||||||||||||
| Free cash flow (2) | $ | 491,003 | $ | 396,106 | $ | 94,897 | 24.0 | % |
(1) Exclusive of depreciation and amortization
(2) Amounts are non-GAAP financial measures. See "Non-GAAP Financial Measures" of this Form 10-Q for a discussion of non-GAAP financial metrics including a reconciliation to the most closely correlated GAAP measure.
ROLLINS, INC. AND SUBSIDIARIES
The following table presents financial information, including our significant expense categories, for the nine months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (unaudited, in thousands) | 2025 | 2024 | ||||||||||||||||||||||||
| $ | % of Revenue | $ | % of Revenue | |||||||||||||||||||||||
| Revenue | $ | 2,848,137 | 100.0 | % | $ | 2,556,539 | 100.0 | % | ||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of services provided (exclusive of depreciation and amortization below): | ||||||||||||||||||||||||||
| Employee expenses | 872,326 | 30.6 | % | 784,868 | 30.7 | % | ||||||||||||||||||||
| Materials and supplies | 170,924 | 6.0 | % | 158,502 | 6.2 | % | ||||||||||||||||||||
| Insurance and claims | 48,385 | 1.7 | % | 49,327 | 1.9 | % | ||||||||||||||||||||
| Fleet expenses | 117,688 | 4.1 | % | 99,000 | 3.9 | % | ||||||||||||||||||||
| Other cost of services provided (1) | 120,122 | 4.2 | % | 106,038 | 4.1 | % | ||||||||||||||||||||
| Total cost of services provided (exclusive of depreciation and amortization below) | $ | 1,329,445 | 46.7 | % | $ | 1,197,735 | 46.8 | % | ||||||||||||||||||
| Sales, general and administrative: | ||||||||||||||||||||||||||
| Selling and marketing expenses | 377,309 | 13.2 | % | 332,749 | 13.0 | % | ||||||||||||||||||||
| Administrative employee expenses | 259,384 | 9.1 | % | 234,701 | 9.2 | % | ||||||||||||||||||||
| Insurance and claims | 29,872 | 1.0 | % | 29,659 | 1.2 | % | ||||||||||||||||||||
| Fleet expenses | 29,348 | 1.0 | % | 25,257 | 1.0 | % | ||||||||||||||||||||
| Other sales, general and administrative (2) | 163,600 | 5.7 | % | 147,156 | 5.8 | % | ||||||||||||||||||||
| Total sales, general and administrative | $ | 859,513 | 30.2 | % | $ | 769,522 | 30.1 | % | ||||||||||||||||||
| Depreciation and amortization | 93,177 | 3.3 | % | 82,685 | 3.2 | % | ||||||||||||||||||||
| Interest expense, net | 21,118 | 0.7 | % | 22,650 | 0.9 | % | ||||||||||||||||||||
| Other (income) expense, net | (1,334) | — | % | (933) | — | % | ||||||||||||||||||||
| Income tax expense | 135,954 | 4.8 | % | 124,176 | 4.9 | % | ||||||||||||||||||||
| Net income | $ | 410,264 | 14.4 | % | $ | 360,704 | 14.1 | % |
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Other cost of services provided includes facilities costs, professional services, maintenance & repairs, software license costs, and other expenses directly related to providing services.
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Other sales, general and administrative includes facilities costs, professional services, maintenance & repairs, software license costs, bad debt expense, and other administrative expenses.
ROLLINS, INC. AND SUBSIDIARIES
Revenues
The following presents a summary of revenues by service offering for the nine months ended September 30, 2025 and September 30, 2024, respectively:


Revenues for the nine months ended September 30, 2025 were $2.8 billion, an increase of $291.6 million, or 11.4%, from 2024 revenues of $2.6 billion. The increase in revenues was driven by demand from our customers across all major service offerings, partially offset by foreign currency headwind of 10 basis points primarily related to the Canadian Dollar. Organic revenue* growth was 7.3% with acquisitions adding 4.1% in the nine months ended September 30, 2025. Residential pest control revenue increased 10.5%, commercial pest control revenue increased 11.2% and termite and ancillary services grew 14.1%, including both organic and acquisition-related growth in each area. Organic revenue* growth was strong across our service offerings, growing 5.2% in residential, 8.0% in commercial, and 10.7% in termite and ancillary activity despite having one less business day in the nine months ended September 30, 2025 compared to the same period in 2024.
*Amounts are non-GAAP financial measures. See "Non-GAAP Financial Measures" of this Form 10-Q for a discussion of non-GAAP financial metrics including a reconciliation to the most closely correlated GAAP measure.
Gross Profit (exclusive of Depreciation and Amortization)
Gross profit for the nine months ended September 30, 2025 was $1.5 billion, an increase of $159.9 million, or 11.8%, compared to $1.4 billion for the nine months ended September 30, 2024.
Gross margin increased to 53.3% in 2025 versus 53.2% 2024. We saw leverage across a number of cost categories, including 20 basis points in insurance and claims, 20 basis points in materials and supplies, and 10 basis points in employee expenses. This was partially offset by 20 basis points of higher fleet expenses associated with lower vehicle gains and higher other cost categories.
Sales, General and Administrative
For the nine months ended September 30, 2025, SG&A expenses increased $90.0 million, or 11.7%, compared to the nine months ended September 30, 2024.
As a percentage of revenue, SG&A expenses increased 10 basis points to 30.2% from 30.1% in the prior year. This is primarily due to 20 basis points of higher selling and marketing costs associated with continued investments in growth initiatives, partially offset by lower insurance and claims costs and lower administrative costs.
ROLLINS, INC. AND SUBSIDIARIES
Depreciation and Amortization
For the nine months ended September 30, 2025, depreciation and amortization increased $10.5 million, or 12.7%, compared to the nine months ended September 30, 2024. The increase was primarily due to higher amortization of intangible assets from acquisitions, most notably from the acquisition of Saela.
Operating Income
For the nine months ended September 30, 2025, operating income increased $59.4 million, or 11.7%, compared to the nine months ended September 30, 2024.
As a percentage of revenue, operating income increased 10 basis points to 19.9% from 19.8% in the prior year. Operating margin increased mostly due to lower insurance and claims costs, lower materials and supplies costs, and lower administrative costs and employee expenses. This was partially offset by higher fleet costs and higher selling and marketing costs.
Interest Expense, Net
For the nine months ended September 30, 2025, interest expense, net decreased $1.5 million, compared to the nine months ended September 30, 2024, primarily due to a lower average interest rate on our borrowings.
Other (Income) Expense, Net
During the nine months ended September 30, 2025, other income increased $0.4 million compared to the nine months ended September 30, 2024, primarily due to higher gains on non-operational asset sales.
Income Taxes
During the nine months ended September 30, 2025, the Company’s effective tax rate decreased to 24.9% compared to 25.6% in 2024. The reduced rate is primarily due to the purchase of transferable federal income tax credits during the three months ended September 30, 2025.
ROLLINS, INC. AND SUBSIDIARIES
Non-GAAP Financial Measures
Reconciliation of GAAP and non-GAAP Financial Measures
A non-GAAP financial measure is a numerical measure of financial performance, financial position, or cash flows that either 1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the condensed consolidated statements of income, financial position, or cash flows, or 2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.
These measures should not be considered in isolation or as a substitute for revenues, net income, earnings per share or other performance measures prepared in accordance with GAAP. Management believes all of these non-GAAP financial measures are useful to provide investors with information about current trends in, and period-over-period comparisons of, the Company's results of operations. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP.
The Company has used the following non-GAAP financial measures in this Form 10-Q:
Organic revenues
Organic revenues are calculated as revenues less the revenues from acquisitions completed within the prior 12 months and excluding the revenues from divested businesses. Acquisition revenues are based on the trailing 12-month revenue of our acquired entities. Management uses organic revenues, and organic revenues by type to compare revenues over various periods excluding the impact of acquisitions and divestitures.
Adjusted operating income and adjusted operating margin
Adjusted operating income and adjusted operating margin are calculated by adding back to net income those expenses resulting from the amortization of intangible assets and adjustments to the fair value of contingent consideration resulting from the acquisitions of Fox Pest Control and Saela Pest Control. Adjusted operating margin is calculated as adjusted operating income divided by revenues. Management uses adjusted operating income and adjusted operating margin as measures of operating performance because these measures allow the Company to compare performance consistently over various periods.
Adjusted net income and adjusted EPS
Adjusted net income and adjusted EPS are calculated by adding back to the GAAP measures amortization of intangible assets and adjustments to the fair value of contingent consideration resulting from the acquisitions of Fox Pest Control and Saela Pest Control, excluding gains and losses on the sale of non-operational assets and gains on the sale of businesses, and by further subtracting the tax impact of those expenses, gains, or losses. Management uses adjusted net income and adjusted EPS as measures of operating performance because these measures allow the Company to compare performance consistently over various periods.
EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, incremental EBITDA margin and adjusted incremental EBITDA margin
EBITDA is calculated by adding back to net income depreciation and amortization, interest expense, net, and provision for income taxes. EBITDA margin is calculated as EBITDA divided by revenues. Adjusted EBITDA and adjusted EBITDA margin are calculated by further adding back those expenses resulting from the adjustments to the fair value of contingent consideration resulting from the acquisitions of Fox Pest Control and Saela Pest Control, and excluding gains and losses on the sale of non-operational assets and gains on the sale of businesses. Management uses EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin as measures of operating performance because these measures allow the Company to compare performance consistently over various periods. Incremental EBITDA margin is calculated as the change in EBITDA divided by the change in revenue. Management uses incremental EBITDA margin as a measure of operating performance because this measure allows the Company to compare performance consistently over various periods. Adjusted incremental EBITDA margin is calculated as the change in adjusted EBITDA divided by the change in revenue. Management uses adjusted incremental EBITDA margin as a measure of operating performance because this measure allows the Company to compare performance consistently over various periods.
ROLLINS, INC. AND SUBSIDIARIES
Free cash flow and free cash flow conversion
Free cash flow is calculated by subtracting capital expenditures from cash provided by operating activities. Management uses free cash flow to demonstrate the Company’s ability to maintain its asset base and generate future cash flows from operations. Free cash flow conversion is calculated as free cash flow divided by net income. Management uses free cash flow conversion to demonstrate how much net income is converted into cash. Management believes that free cash flow is an important financial measure for use in evaluating the Company’s liquidity. Free cash flow should be considered in addition to, rather than as a substitute for, net cash provided by operating activities as a measure of our liquidity. Additionally, the Company’s definition of free cash flow is limited, in that it does not represent residual cash flows available for discretionary expenditures, due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, management believes it is important to view free cash flow as a measure that provides supplemental information to our consolidated statements of cash flows.
Adjusted sales, general, and administrative ("SG&A")
Adjusted SG&A is calculated by removing the adjustments to the fair value of contingent consideration resulting from the acquisitions of Fox Pest Control and Saela Pest Control. Management uses adjusted SG&A to compare SG&A expenses consistently over various periods.
Leverage ratio
Leverage ratio, a financial valuation measure, is calculated by dividing adjusted net debt by adjusted EBITDAR. Adjusted net debt is calculated by adding short-term debt and operating lease liabilities to total long-term debt less a cash adjustment of 90% of total consolidated cash. Adjusted EBITDAR is calculated by adding back to net income depreciation and amortization, interest expense, net, provision for income taxes, operating lease cost, and stock-based compensation expense. Management uses leverage ratio as an assessment of overall liquidity, financial flexibility, and leverage.
ROLLINS, INC. AND SUBSIDIARIES
Set forth below is a reconciliation of the non-GAAP financial measures contained in this report with their most directly comparable GAAP measures (unaudited, in thousands, except per share data and margins).
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Variance | Variance | ||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Revenues to Organic Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 1,026,106 | $ | 916,270 | 109,836 | 12.0 | $ | 2,848,137 | $ | 2,556,539 | 291,598 | 11.4 | |||||||||||||||||||||||||||||||||||
| Revenues from acquisitions | (43,986) | — | (43,986) | 4.8 | (105,138) | — | (105,138) | 4.1 | |||||||||||||||||||||||||||||||||||||||
| Organic revenues | $ | 982,120 | $ | 916,270 | 65,850 | 7.2 | $ | 2,742,999 | $ | 2,556,539 | 186,460 | 7.3 | |||||||||||||||||||||||||||||||||||
| Reconciliation of Residential Revenues to Organic Residential Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Residential revenues | $ | 476,271 | $ | 428,290 | 47,981 | 11.2 | $ | 1,288,249 | $ | 1,166,042 | 122,207 | 10.5 | |||||||||||||||||||||||||||||||||||
| Residential revenues from acquisitions | (25,620) | — | (25,620) | 6.0 | (61,194) | — | (61,194) | 5.3 | |||||||||||||||||||||||||||||||||||||||
| Residential organic revenues | $ | 450,651 | $ | 428,290 | 22,361 | 5.2 | $ | 1,227,055 | $ | 1,166,042 | 61,013 | 5.2 | |||||||||||||||||||||||||||||||||||
| Reconciliation of Commercial Revenues to Organic Commercial Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial revenues | $ | 334,956 | $ | 299,633 | 35,323 | 11.8 | $ | 939,803 | $ | 845,517 | 94,286 | 11.2 | |||||||||||||||||||||||||||||||||||
| Commercial revenues from acquisitions | (10,523) | — | (10,523) | 3.5 | (26,244) | — | (26,244) | 3.2 | |||||||||||||||||||||||||||||||||||||||
| Commercial organic revenues | $ | 324,433 | $ | 299,633 | 24,800 | 8.3 | $ | 913,559 | $ | 845,517 | 68,042 | 8.0 | |||||||||||||||||||||||||||||||||||
| Reconciliation of Termite and Ancillary Revenues to Organic Termite and Ancillary Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Termite and ancillary revenues | $ | 204,670 | $ | 177,674 | 26,996 | 15.2 | $ | 588,655 | $ | 515,758 | 72,897 | 14.1 | |||||||||||||||||||||||||||||||||||
| Termite and ancillary revenues from acquisitions | (7,843) | — | (7,843) | 4.4 | (17,700) | — | (17,700) | 3.4 | |||||||||||||||||||||||||||||||||||||||
| Termite and ancillary organic revenues | $ | 196,827 | $ | 177,674 | 19,153 | 10.8 | $ | 570,955 | $ | 515,758 | 55,197 | 10.7 | |||||||||||||||||||||||||||||||||||
| Reconciliation of Franchise and Other Revenues to Organic Franchise and Other Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Franchise and other revenues | $ | 10,209 | $ | 10,673 | (464) | (4.3) | $ | 31,430 | $ | 29,222 | 2,208 | 7.6 | |||||||||||||||||||||||||||||||||||
| Franchise and other revenues from acquisitions | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Franchise and other organic revenues | $ | 10,209 | $ | 10,673 | (464) | (4.3) | $ | 31,430 | $ | 29,222 | 2,208 | 7.6 |
ROLLINS, INC. AND SUBSIDIARIES
| Three Months Ended September 30, | Variance | Nine Months Ended September 30, | Variance | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Operating Income to Adjusted Operating Income and Adjusted Operating Margin | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 225,021 | $ | 191,796 | $ | 566,002 | $ | 506,597 | |||||||||||||||||||||||||||||||||||||||
| Acquisition-related expenses (1) | 7,036 | 4,216 | 18,824 | 13,689 | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted operating income | $ | 232,057 | $ | 196,012 | 36,045 | 18.4 | $ | 584,826 | $ | 520,286 | 64,540 | 12.4 | |||||||||||||||||||||||||||||||||||
| Revenues | $ | 1,026,106 | $ | 916,270 | $ | 2,848,137 | $ | 2,556,539 | |||||||||||||||||||||||||||||||||||||||
| Operating margin | 21.9 | % | 20.9 | % | 19.9 | % | 19.8 | % | |||||||||||||||||||||||||||||||||||||||
| Adjusted operating margin | 22.6 | % | 21.4 | % | 20.5 | % | 20.4 | % | |||||||||||||||||||||||||||||||||||||||
| Reconciliation of Net Income to Adjusted Net Income and Adjusted EPS | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 163,527 | $ | 136,913 | $ | 410,264 | $ | 360,704 | |||||||||||||||||||||||||||||||||||||||
| Acquisition-related expenses (1) | 7,036 | 4,216 | 18,824 | 13,689 | |||||||||||||||||||||||||||||||||||||||||||
| Gain on sale of assets, net (2) | (350) | (582) | (1,334) | (933) | |||||||||||||||||||||||||||||||||||||||||||
| Tax impact of adjustments (3) | (1,712) | (930) | (4,477) | (3,266) | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted net income | $ | 168,501 | $ | 139,617 | 28,884 | 20.7 | $ | 423,277 | $ | 370,194 | 53,083 | 14.3 | |||||||||||||||||||||||||||||||||||
| EPS - basic and diluted | $ | 0.34 | $ | 0.28 | $ | 0.85 | $ | 0.74 | |||||||||||||||||||||||||||||||||||||||
| Acquisition-related expenses (1) | 0.01 | 0.01 | 0.04 | 0.03 | |||||||||||||||||||||||||||||||||||||||||||
| Gain on sale of assets, net (2) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Tax impact of adjustments (3) | — | — | (0.01) | (0.01) | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted EPS - basic and diluted (4) | $ | 0.35 | $ | 0.29 | 0.06 | 20.7 | $ | 0.87 | $ | 0.76 | 0.11 | 14.5 | |||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding – basic | 484,635 | 484,317 | 484,565 | 484,231 | |||||||||||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding – diluted | 484,670 | 484,359 | 484,598 | 484,270 | |||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Net Income to EBITDA, Adjusted EBITDA, EBITDA Margin, Incremental EBITDA Margin, Adjusted EBITDA Margin, and Adjusted Incremental EBITDA Margin | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | 163,527 | $ | 136,913 | $ | 410,264 | $ | 360,704 | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 32,231 | 27,664 | 93,177 | 82,685 | |||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | 7,942 | 7,150 | 21,118 | 22,650 | |||||||||||||||||||||||||||||||||||||||||||
| Provision for income taxes | 53,902 | 48,315 | 135,954 | 124,176 | |||||||||||||||||||||||||||||||||||||||||||
| EBITDA | $ | 257,602 | $ | 220,042 | 37,560 | 17.1 | $ | 660,513 | $ | 590,215 | 70,298 | 11.9 | |||||||||||||||||||||||||||||||||||
| Acquisition-related expenses (1) | 1,082 | — | 2,164 | 1,049 | |||||||||||||||||||||||||||||||||||||||||||
| Gain on sale of assets, net (2) | (350) | (582) | (1,334) | (933) | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 258,334 | $ | 219,460 | 38,874 | 17.7 | $ | 661,343 | $ | 590,331 | 71,012 | 12.0 | |||||||||||||||||||||||||||||||||||
| Revenues | $ | 1,026,106 | $ | 916,270 | 109,836 | $ | 2,848,137 | $ | 2,556,539 | 291,598 | |||||||||||||||||||||||||||||||||||||
| EBITDA margin | 25.1 | % | 24.0 | % | 23.2 | % | 23.1 | % | |||||||||||||||||||||||||||||||||||||||
| Incremental EBITDA margin | 34.2 | % | 24.1 | % | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 25.2 | % | 24.0 | % | 23.2 | % | 23.1 | % | |||||||||||||||||||||||||||||||||||||||
| Adjusted incremental EBITDA margin | 35.4 | % | 24.4 | % | |||||||||||||||||||||||||||||||||||||||||||
| Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow and Free Cash Flow Conversion | |||||||||||||||||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | $ | 191,349 | $ | 146,947 | $ | 513,363 | $ | 419,495 | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | (8,503) | (7,522) | (22,360) | (23,389) | |||||||||||||||||||||||||||||||||||||||||||
| Free cash flow | $ | 182,846 | $ | 139,425 | 43,421 | 31.1 | $ | 491,003 | $ | 396,106 | 94,897 | 24.0 | |||||||||||||||||||||||||||||||||||
| Free cash flow conversion | 111.8 | % | 101.8 | % | 119.7 | % | 109.8 | % |
ROLLINS, INC. AND SUBSIDIARIES
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reconciliation of SG&A to Adjusted SG&A | |||||||||||||||||||||||
| SG&A | $ | 301,404 | $ | 274,918 | $ | 859,513 | $ | 769,522 | |||||||||||||||
| Acquisition-related expenses (1) | 1,082 | — | 2,164 | 1,049 | |||||||||||||||||||
| Adjusted SG&A | $ | 300,322 | $ | 274,918 | $ | 857,349 | $ | 768,473 | |||||||||||||||
| Revenues | $ | 1,026,106 | $ | 916,270 | $ | 2,848,137 | $ | 2,556,539 | |||||||||||||||
| Adjusted SG&A as a % of revenues | 29.3 | % | 30.0 | % | 30.1 | % | 30.1 | % |
| Period Ended September 30, 2025 | Period Ended December 31, 2024 | ||||||||||
| Reconciliation of Debt and Net Income to Leverage Ratio | |||||||||||
| Short-term debt (5) | $ | — | $ | — | |||||||
| Long-term debt (6) | 500,000 | 397,000 | |||||||||
| Operating lease liabilities (7) | 426,423 | 417,218 | |||||||||
| Cash adjustment (8) | (114,621) | (80,667) | |||||||||
| Adjusted net debt | $ | 811,802 | $ | 733,551 | |||||||
| Net income | 515,939 | 466,379 | |||||||||
| Depreciation and amortization | 123,712 | 113,220 | |||||||||
| Interest expense, net | 26,145 | 27,677 | |||||||||
| Provision for income taxes | 175,629 | 163,851 | |||||||||
| Operating lease cost (9) | 154,191 | 133,420 | |||||||||
| Stock-based compensation expense | 37,086 | 29,984 | |||||||||
| Adjusted EBITDAR | $ | 1,032,702 | $ | 934,531 | |||||||
| Leverage ratio | 0.8x | 0.8x |
(1) Consists of expenses resulting from the amortization of intangible assets and adjustments to the fair value of contingent consideration resulting from the acquisitions of Fox Pest Control and Saela Pest Control. While we exclude such expenses in this non-GAAP measure, the revenue from the acquired companies is reflected in this non-GAAP measure and the acquired assets contribute to revenue generation.
(2) Consists of the gain or loss on the sale of non-operational assets.
(3) The tax effect of the adjustments is calculated using the applicable statutory tax rates for the respective periods.
(4) In some cases, the sum of the individual EPS amounts may not equal total adjusted EPS calculations due to rounding.
(5) As of September 30, 2025 and December 31, 2024, the Company had no outstanding borrowings under our commercial paper program. The Company's short-term borrowings are presented under the short-term debt caption of our condensed consolidated statements of financial position, net of unamortized discounts.
(6) As of September 30, 2025, the Company had outstanding borrowings of $500.0 million from the issuance of our 2035 Senior Notes and no outstanding borrowings under the Revolving Credit Facility. These borrowings are presented under the long-term debt caption of our condensed consolidated statements of financial position, net of a $7.3 million unamortized discount and $7.0 million in unamortized debt issuance costs as of September 30, 2025. As of December 31, 2024, the Company had outstanding borrowings of $397.0 million under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility are presented under the long-term debt caption of our condensed consolidated statements of financial position, net of $1.7 million in unamortized debt issuance costs as of December 31, 2024.
(7) Operating lease liabilities are presented under the operating lease liabilities - current and operating lease liabilities, less current portion captions of our condensed consolidated statements of financial position.
(8) Represents 90% of cash and cash equivalents per our condensed consolidated statements of financial position as of both periods presented.
(9) Operating lease cost excludes short-term lease cost associated with leases that have a duration of 12 months or less.
LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash
The Company’s $127.4 million of total cash at September 30, 2025 is held at various banking institutions. As of September 30, 2025, approximately $55.2 million is held in cash by foreign subsidiaries and the remaining $72.1 million is held at domestic banks and also includes cash-in-transit.
ROLLINS, INC. AND SUBSIDIARIES
We intend to continue to grow the business in the international markets where we have a presence. As it relates to our unremitted earnings in foreign jurisdictions, we assert that foreign cash earnings in excess of working capital and cash needed for strategic investments and acquisitions are not intended to be indefinitely reinvested offshore.
We believe our current cash and cash equivalents balances, future cash flows expected to be generated from operating activities, access to debt financing based on our creditworthiness, our $1 billion commercial paper program which is backstopped by our Revolving Credit Facility, as defined below, and available borrowings under our Revolving Credit Facility will be sufficient to finance our current operations and obligations and fund expansion of the business for the foreseeable future.
2035 Senior Notes
In February 2025, we issued ten-year notes with an aggregate principal amount of $500 million due on February 24, 2035 (the “2035 Senior Notes”) in a private placement to qualified institutional buyers pursuant to Section 4(a)(2) and Rule 144A under the Securities Act. We issued the 2035 Senior Notes at 98.443% of par, representing a discount of $7.8 million, and paid approximately $6.1 million for debt issuance costs. The interest is payable semi-annually in arrears on February 24 and August 24 of each year at 5.25% per annum, beginning on August 24, 2025, and the entire principal amount is due at the time of maturity. We used the net proceeds from this offering primarily to repay outstanding borrowings under the Revolving Credit Facility, as well as for general corporate purposes.
On May 6, 2025, we commenced an offer to exchange $500 million of the 2035 Senior Notes privately placed in February 2025 (“Initial Notes”) for the $500 million of the 2035 Senior Notes that have been registered under the Securities Act of 1933 (“Exchange Notes”). Approximately 99.6% of the $500 million aggregate principal amount of the Initial Notes were validly tendered and not withdrawn prior to the expiration of the exchange offer, and were exchanged for Exchange Notes as of June 4, 2025, pursuant to the terms of the exchange offer. The Exchange Notes are identical in all material respects to the Initial Notes, except that the Exchange Notes will have no transfer restrictions or registration rights.
Commercial Paper Program
In March 2025, we established a commercial paper program under which we may issue unsecured commercial paper up to a total of $1 billion outstanding at any time, with maturities of up to 397 days from the date of issue. Borrowings under this program are generally outstanding for 30 days or less. The net proceeds from the issuance of commercial paper are used for various purposes, including general corporate purposes and funding for acquisitions. As of September 30, 2025, there were no outstanding borrowings under the commercial paper program.
Revolving Credit Facility
In February 2023, the Company entered into a credit agreement (the "Credit Agreement") with, among others, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent (in such capacity, the “Administrative Agent”).
The Credit Agreement provides for a $1.0 billion revolving credit facility ("Revolving Credit Facility"), which may be denominated in U.S. Dollars and other currencies, subject to a $400 million foreign currency sublimit. Rollins has the ability to expand its borrowing availability under the Credit Agreement in the form of increased revolving commitments or one or more tranches of term loans by up to an additional $750 million, subject to the agreement of the participating lenders and certain other customary conditions. The maturity date of the loans under the Credit Agreement is February 24, 2028.
As of September 30, 2025, the Company had no outstanding borrowings under the Revolving Credit Facility. As of December 31, 2024, the Company had outstanding borrowings of $397.0 million under the Revolving Credit Facility.
Letters of Credit
The Company maintained $82.4 million in letters of credit as of September 30, 2025 and $72.0 million as of December 31, 2024. These letters of credit are required by the Company’s insurance companies, due to the Company’s high deductible insurance program, to secure various workers’ compensation and casualty insurance contracts coverage. The Company believes that it has adequate liquid assets, funding sources and insurance accruals to accommodate potential future insurance claims.
ROLLINS, INC. AND SUBSIDIARIES
The following table sets forth a summary of our cash flows from operating, investing and financing activities for the nine month periods presented:
| Nine Months Ended September 30, | Variance | ||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | $ | % | |||||||||||||||||||
| Net cash provided by operating activities | $ | 513,363 | $ | 419,495 | 93,868 | 22.4 | |||||||||||||||||
| Net cash used in investing activities | (302,815) | (123,560) | 179,255 | 145.1 | |||||||||||||||||||
| Net cash used in financing activities | (175,145) | (305,506) | (130,361) | 42.7 | |||||||||||||||||||
| Effect of exchange rate on cash | 2,324 | 1,028 | 1,296 | 126.1 | |||||||||||||||||||
| Net increase in cash and cash equivalents | $ | 37,727 | $ | (8,543) | 46,270 | N/M |
N/M - calculation not meaningful
Cash Provided by Operating Activities
Cash from operating activities is the principal source of cash generation for our businesses. The most significant source of cash in our cash flow from operations is customer-related activities, the largest of which is collecting cash resulting from services sold. The most significant operating use of cash is to pay our suppliers, employees, and tax authorities. The Company’s operating activities generated net cash of $513.4 million and $419.5 million for the nine months ended September 30, 2025 and 2024, respectively. The $93.9 million increase was driven primarily by strong operating results and the timing of cash receipts and cash payments to and from customers, vendors, employees, and tax and regulatory authorities.
The U.S. Internal Revenue Service provided disaster relief to all State of Georgia taxpayers due to the impact of Hurricane Helene. Therefore, we did not make an estimated payment for U.S. federal income tax purposes in the fourth quarter of 2024. That tax payment was made during the second quarter of 2025. We have implemented tax planning strategies that have deferred certain additional tax payments.
Cash Used in Investing Activities
The Company’s investing activities used $302.8 million and $123.6 million for the nine months ended September 30, 2025 and 2024, respectively. Cash paid for acquisitions totaled $288.3 million for the nine months ended September 30, 2025, compared to $105.5 million for the nine months ended September 30, 2024, driven primarily by the Saela acquisition. The Company invested $22.4 million in capital expenditures during the year, offset by $5.9 million in cash proceeds from the sale of assets, compared with $23.4 million of capital expenditures and $3.0 million in cash proceeds from asset sales in 2024. The Company’s investing activities were funded primarily through existing cash balances, operating cash flows, and proceeds from borrowings, including our commercial paper program.
Cash Used in Financing Activities
Cash of $175.1 million was used in financing activities during the nine months ended September 30, 2025, compared with $305.5 million during the nine months ended September 30, 2024. A total of $239.5 million was paid in cash dividends ($0.495 per share) during the nine months ended September 30, 2025, compared to $218.0 million in cash dividends paid ($0.450 per share) during the nine months ended September 30, 2024.
During the nine months ended September 30, 2025, the Company received proceeds of $492.2 million and paid $6.1 million of debt issuance costs related to the issuance of the 2035 Senior Notes. Those proceeds were used primarily to repay borrowings under the credit agreement. Net proceeds from borrowings during the nine months ended September 30, 2025 were $95.2 million, compared to net repayments of $46.0 million during 2024.
During the nine months ended September 30, 2025, the Company paid $7.8 million of contingent consideration, compared to $33.4 million during the nine months ended September 30, 2024. The Company withheld $18.6 million and $11.5 million of common stock for the nine months ended September 30, 2025 and 2024, respectively, in connection with tax withholding obligations of its employees upon vesting of such employees’ equity awards.
ROLLINS, INC. AND SUBSIDIARIES
Share Repurchase Program
In 2012, the Company’s Board of Directors authorized the purchase of up to 5 million shares of the Company’s common stock. After adjustments for stock splits, the total authorized shares under the share repurchase plan is 16.9 million shares. As of September 30, 2025, 11.4 million additional shares may be purchased under the share repurchase program.
Active Shelf Registration
The Form S-3 on file with the SEC registered $1.5 billion of the Company’s common stock, preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts and units for future issuance by the Company. The Company may offer and sell some or all of such securities from time to time or through underwriters, brokers or dealers, directly to one or more other purchasers, through a block trade, through agents on a best-efforts basis, through a combination of any of the above methods of sale or through other types of transactions described in the Form S-3. The Company has not sold any securities pursuant to the Form S-3 as of the date of this Form 10-Q.
CONTINGENCIES
In the normal course of business, the Company and its subsidiaries are involved in, and will continue to be involved in, various claims, arbitrations, contractual disputes, investigations, litigation, and tax and other regulatory matters relating to, and arising out of, our businesses and our operations. These matters may involve, but are not limited to, allegations that our services or vehicles caused damage or injury, claims that our services did not achieve the desired results, claims related to acquisitions and allegations by federal, state or local authorities, including taxing authorities, of violations of regulations or statutes. In addition, we are parties to employment-related investigations, cases, and claims from time to time, which may include claims on a representative or class action basis alleging wage and hour law violations, claims filed under California's Private Attorneys General Act, and claims and investigations related to our enforcement of post-employment restrictive covenants. We are also involved from time to time in certain environmental matters primarily arising in the normal course of business. We evaluate pending and threatened claims and establish loss contingency reserves based upon outcomes we currently believe to be probable and reasonably estimable in accordance with ASC 450.
The Company retains, up to specified limits, certain risks related to general liability, workers’ compensation and auto liability. The estimated costs of existing and future claims under the retained loss program are accrued based upon historical trends as incidents occur, whether reported or unreported (although actual settlement of the claims may not be made until future periods) and may be subsequently revised based on developments relating to such claims. The Company contracts with an independent third-party actuary to provide the Company an estimated liability based upon historical claims information. The actuarial study is a major consideration in establishing the reserve, along with management’s knowledge of changes in business practice and existing claims compared to current balances. Management’s judgment is inherently subjective as a number of factors are outside management’s knowledge and control. Additionally, historical information is not always an accurate indication of future events. The accruals and reserves we hold are based on estimates that involve a degree of judgment and are inherently variable and could be overestimated or insufficient. If actual claims exceed our estimates, our operating results could be materially affected, and our ability to take timely corrective actions to limit future costs may be limited.
Item 103 of SEC Regulation S-K requires disclosure of certain environmental legal proceedings if the proceeding reasonably involves potential monetary sanctions of $300,000 or more. The Company received a notice of alleged violations and information requests from local governmental authorities in California for our Orkin and Clark Pest Control operations and is currently working with several local governments regarding compliance with environmental regulations governing the management of hazardous waste and pesticide disposal. The investigation appears to be part of a broader effort to investigate waste handling and disposal processes of a number of industries. The Company and district attorneys have reached a settlement subject to court approval, which the parties expect to seek in the near future. While we are unable to predict the outcome of this investigation, we do not believe the outcome will have a material effect on our results of operations, financial condition, or cash flows.
Management does not believe that any pending or threatened claim, proceeding, litigation, regulatory action or investigation, either alone or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or liquidity; however, it is possible that an unfavorable outcome of some or all of the matters could result in a charge that might be material to the results of an individual quarter or year.
ROLLINS, INC. AND SUBSIDIARIES
CRITICAL ACCOUNTING ESTIMATES
There have been no significant changes in our identified critical accounting estimates as disclosed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates" of our 2024 Form 10-K.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q as well as other written or oral statements by the Company may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current opinions, expectations, intentions, beliefs, plans, objectives, assumptions and projections about future events and financial trends affecting the operating results and financial condition of our business. Although we believe that these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions, or expectations. Generally, statements that do not relate to historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding:
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expectations with respect to our financial and business performance and strategy;
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expansion efforts and growth opportunities, including, but not limited, to anticipated organic and inorganic growth and recent and future acquisitions in the United States and in foreign markets where we have a presence and integration efforts with respect to recent acquisitions;
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the Saela acquisition expanding the Rollins family of brands and driving long-term value;
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the Company's credit risk;
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the impact of inflation, changing interest rates, business interruptions due to natural disasters and changes in the weather patterns, employee shortages, and supply chain issues;
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the economic impact of changes to global trade policies, including the imposition of tariffs, and changes in materials and supplies and fleet-related expenses;
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expectations with respect to the One Big Beautiful Bill Act;
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our belief that demand remains favorable, and we are well positioned to continue to deliver strong results in 2025;
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our healthy pipeline for acquisitions;
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sufficiency of current cash and cash equivalents balances, future cash flows, access to debt financing based on our creditworthiness, our $1 billion commercial paper program, and available borrowings under our Revolving Credit Facility to finance our current and future operations and expansions;
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our belief that the Company has adequate liquid assets, funding sources and insurance accruals to accommodate potential future insurance claims;
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our approach to capital allocation inclusive of our intent to pay cash dividends to common shareholders;
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efficiency of our business model while investing in programs aimed at growing our business across our service offerings;
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our belief that no pending or threatened claim, proceeding, litigation, regulatory action or investigation, either alone or in the aggregate, including but not limited to the investigation by certain California governmental authorities regarding compliance with environmental regulations, claims filed under California's Private Attorneys General Act, and claims and investigations related to our enforcement of post-employment restrictive covenants will have a material adverse effect on our financial position, results of operations or liquidity; and
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estimates, assumptions, and projections related to our application of critical accounting policies, described in more detail under “Critical Accounting Estimates.”
ROLLINS, INC. AND SUBSIDIARIES
These forward-looking statements are based on information available as of the date of this report, and current expectations, forecasts, and assumptions, and involve a number of judgments, risks and uncertainties. Important factors could cause actual results to differ materially from those indicated or implied by forward-looking statements including, but not limited to, those set forth in the sections entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and may also be described from time to time in our future reports filed with the SEC.
Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required by law.
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