UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 27, 2005
ROLLINS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-4422 51-0068479
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2170 Piedmont Road, N.E., Atlanta, Georgia 30324
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (404) 888-2000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. Results of Operations and Financial Condition
The information provided pursuant to this Item 2.02 is to be considered
"filed" under the Securities Exchange Act of 1934 ("Exchange Act") and
incorporated by reference into those filings of Rollins, Inc (the "Company")
that provide for the incorporation of all reports and documents filed by the
Company under the Exchange Act.
On April 27, 2005, the Company issued a press release announcing its
results for the quarter ended March 31, 2005. The Company hereby incorporates by
reference herein the information set forth in its Press Release dated April 27,
2005, a copy of which is attached hereto as Exhibit 99.1. Except as otherwise
provided in the press release, the press release speaks only as of the date of
such press release and such press release shall not create any implication that
the affairs of the Company have continued unchanged since such date.
Except for the historical information contained in this report, the
statements made by the Company are forward-looking statements that involve risks
and uncertainties. All such statements are subject to the safe harbor created by
the Private Securities Litigation Reform Act of 1995. The Company's future
financial performance could differ significantly from the expectations of
management and from results expressed or implied in the Press Release. See the
risk factors contained in the Press Release for a discussion of certain risks
and uncertainties that may impact such forward-looking statements. For further
information on other risk factors, please refer to the "Risk Factors" contained
in the Company's Form 10-K filed March 11, 2005 with the Securities and Exchange
Commission. The Company disclaims any obligation or duty to update or modify
these forward-looking statements.
Included in Exhibit 99.1, as attached, are the following non-GAAP financial
measures:
o Revenue, excluding the acquisition of Western and divestiture of
Dettelbach*
* Revenue, excluding the acquisition of Western and divestiture of
Dettelbach, is presented and deemed useful by management in order to make
the Company's 2005 results more readily comparable to its 2004 results. The
Company's 2004 numbers do not include the Western acquisition, which was
completed on April 30, 2004 and include Dettelbach which was divested
during the third quarter of 2004.
ITEM 9.01. Financial Statements and Exhibits
Exhibit No. Description
99.1 Press Release Dated April 27, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Rollins, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROLLINS, INC.
Date: April 27, 2005 By: /s/ Harry J. Cynkus
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Name: Harry J. Cynkus
Title: Chief Financial Officer and Treasurer