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): February 16, 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 February 16, 2005, the Company issued a press release announcing its
results for the quarter and year ended December 31, 2004. The Company hereby
incorporates by reference herein the information set forth in its Press Release
dated February 16, 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 15, 2004 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 and net income before the accounting change*
o Revenue, excluding the acquisition of Western, and before the accounting
change**
* Revenue and net income before the accounting change is presented and
deemed useful by management in order to allow investors to see the impact
of the Company's change in revenue recognition policy, which was recorded
as of January 1, 2004, and to make the Company's 2004 results more
comparable to its 2003 results.
** Revenue, excluding the acquisition of Western, is presented and deemed
useful by management in order to make the Company's 2004 results more
readily comparable to its 2003 results. The Company's 2003 numbers do not
include the Western acquisition, which was completed on April 30, 2004.
ITEM 9.01. Financial Statements and Exhibits
Exhibit No. Description
99.1 Press Release Dated February 16, 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: February 16, 2005 By: /s/ Harry J. Cynkus
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Name: Harry J. Cynkus
Title: Chief Financial Officer and Treasurer