8-K

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, 2011

ROLLINS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-4422	51-0068479
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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.

On April 27, 2011, the Company issued a press release announcing its results for the first quarter ended March 31, 2011.  The Company hereby incorporates by reference herein the information set forth in its Press Release dated April 27, 2011, 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 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 for the year ended December 31, 2010 filed with the Securities and Exchange Commission. The Company disclaims any obligation or duty to update or modify these forward-looking statements.

Item 9.01.  Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release Dated April 27, 2011.

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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, 2011	By:	/s/ Harry J. Cynkus
	Name:	Harry J. Cynkus
	Title:	Senior Vice President, Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

3

EX-99.1

Exhibit 99.1

For Further Information Contact

Harry J. Cynkus (404) 888-2922

FOR IMMEDIATE RELEASE

ROLLINS, INC. REPORTS FIRST QUARTER 2011

FINANCIAL RESULTS

ATLANTA, GEORGIA, April 27, 2011: Rollins, Inc. (NYSE:ROL), a premier North American consumer and commercial services company, today reported strong unaudited financial results for its first quarter ended March 31, 2011.

The Company recorded first quarter revenues of $271.6 million, an increase of 7.4% over the prior year’s first quarter revenue of $253.0 million.  Net income increased 6.0% to $18.6 million or $0.13 per diluted share for the first quarter ended March 31, 2011, compared to $17.6 million or $0.12 per diluted share for the same period in 2010.

On January 25, 2011, Rollins increased its regular quarterly cash dividend to shareholders 16.7 percent to $0.07 per share.  The Company also repurchased 256,284 shares at a weighted average price of $18.90 per share during the first quarter.  In total, 2,281,962 additional shares may be purchased under the share repurchase program.

Gary W. Rollins, President and Chief Executive Officer of Rollins, Inc. stated, “We are pleased to report our strongest increase in revenue for a first quarter in more than five years, we are understandably pleased with our solid start of 2011.”

Mr. Rollins concluded, “Our opportunities for this year are exciting and we believe that each of our businesses is well positioned to contribute. We remain committed to growing our revenue, improving earnings, generating strong cash flows and maintaining a strong balance sheet. We are clearly focused on achieving our goals.”

Rollins, Inc. is a premier North American consumer and commercial services company. Through its wholly owned subsidiaries, Orkin, HomeTeam Pest Defense, Western Pest Services, PCO Services, The Industrial Fumigant Company, Waltham Services, Crane Pest Control, and TruTech, the Company provides essential pest control services and protection against termite damage, rodents and insects to over 2 million customers in the United States, Canada, Europe, Central America, the Caribbean, the Middle East, Asia and the Mediterranean from over 500 locations.  You can learn more about our subsidiaries by visiting our web sites at www.orkin.com, www.pestdefense.com, www.westernpest.com, www.orkincanada.ca, www.indfumco.com, www.walthamservices.com, www.cranepestcontrol.com, www.trutechinc.com and www.rollins.com. You can also find this and other news releases at www.rollins.com by accessing the news releases button.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

This release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about the Company’s belief that the Company’s opportunities in 2011 are exciting; that each of the Company’s businesses is well positioned to contribute; and that the Company remains committed to growing its revenue, improving earnings, generating solid cash flow and maintaining a strong balance sheet.  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, economic and competitive conditions which may adversely affect the Company’s business; the degree of success of the Company’s pest and termite process, and pest control selling and treatment methods; the Company’s ability to identify and integrate potential acquisitions; climate and weather trends; competitive factors and pricing practices; the Company’s ability to attract and retain skilled workers, and 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.  A more detailed discussion of potential risks facing the Company can be found in the Company’s Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2010.

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

At March 31, (unaudited)	2011		2010
ASSETS
Cash and cash equivalents	$	23,340	$	14,149
Trade receivables, short-term	69,524		62,937
Materials and supplies	12,680		10,957
Deferred income taxes	27,178		25,760
Other current assets	14,522		11,842
Total Current Assets	147,244		125,645
Equipment and property, net	73,444		72,203
Goodwill	212,130		189,925
Customer Contracts and Other Intangible assets	146,742		141,705
Deferred income taxes	14,336		17,644
Trade receivables, long-term	9,786		9,021
Other assets	10,523		9,190
Total Assets	$	614,205	$	565,333
LIABILITIES
Accounts payable	$	23,081	$	20,671
Accrued insurance	19,918		16,754
Accrued compensation and related liabilities	51,697		47,865
Unearned revenue	92,193		89,604
Line of Credit	25,000		15,000
Other current liabilities	30,027		34,969
Total Current Liabilities	241,916		224,863
Accrued insurance	25,969		26,054
Accrued pension	8,390		14,731
Long-term accrued liabilities	36,710		28,022
Total Liabilities	312,985		293,670
STOCKHOLDERS’ EQUITY
Common stock	147,428		149,004
Retained earnings and other equity	153,792		122,659
Total Stockholders’ Equity	301,220		271,663
Total Liabilities and Stockholders’ Equity	$	614,205	$	565,333

ROLLINS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share data)

(unaudited)

	First Quarter Ended
	March 31,
	2011		2010
REVENUES
Customer services	$	271,643	$	253,041
COSTS AND EXPENSES
Cost of services provided	140,898		130,975
Depreciation and amortization	9,200		9,000
Sales, general and administrative	91,498		84,915
Interest Expense	192		99
	241,788		224,989
INCOME BEFORE TAXES	29,855		28,052
PROVISION FOR INCOME TAXES	11,215		10,469
NET INCOME	$	18,640	$	17,583
NET INCOME PER SHARE - BASIC	$	0.13	$	0.12
NET INCOME PER SHARE - DILUTED	$	0.13	$	0.12
Weighted average shares outstanding - basic	147,473		148,810
Weighted average shares outstanding - diluted	147,570		149,089

CONFERENCE CALL ANNOUNCEMENT

Rollins, Inc.

(NYSE: ROL)

Management will hold a conference call to discuss

First Quarter results on:

Wednesday, April 27, 2011 at:

10:00 a.m. Eastern

9:00 a.m. Central

8:00 a.m. Mountain

7:00 a.m. Pacific

TO PARTICIPATE:

Please dial 877-941-8631domestic;

480-629-9818 international

at least 5 minutes before start time.

REPLAY: available through May 4, 2011

Please dial 800-406-7325/303-590-3000, Passcode: 4432545

THIS CALL CAN ALSO BE ACCESSED THROUGH THE INTERNET AT

www.viavid.net

Questions?

Contact Samantha Alphonso at Financial Relations Board at 212-827-3746

Or email to salphonso@mww.com