8-K
Rollins Inc (ROL)
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 18, 2022
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
Not Applicable
(Former name of former address, if changes since last report.)
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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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|---|---|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | ROL | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01. Other Events.
On April 18, 2022, Rollins, Inc. (the “Company”) issued a press release announcing that it has reached a settlement with the Securities and Exchange Commission (the “SEC”) to fully resolve the SEC’s investigation into the impact of certain adjustments to accruals and reserves on reported earnings per share in the first quarter of 2016 and the second quarter of 2017. Under the terms of the settlement, the Company has agreed to cease and desist from violating certain federal securities laws and to pay an $8 million civil penalty, which was fully accrued by the Company in the third and fourth quarters of 2021.
Item 9.01. Financial Statements and Exhibits.
| | | |
|---|---|---|
| Exhibit No. | Description | |
| 99.1 | Press Release Dated April 18, 2022 | |
| 104 | | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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 19, 2022 | By: | /s/ Julie Bimmerman |
| Name: | Julie Bimmerman | |
| Title: | Interim Chief Financial Officer and Treasurer | |
| (Principal Financial Officer) |
Exhibit 99.1
Media Contact:
Jeff Gaunt
jgaunt@lambert.com
847-714-4014
FOR IMMEDIATE RELEASE
ROLLINS, INC. ANNOUNCES SETTLEMENT OF SEC INVESTIGATION
ATLANTA April 18, 2022: Rollins, Inc. (NYSE:ROL), a premier global consumer and commercial services company, announced today it has reached a settlement with the U.S. Securities and Exchange Commission (SEC) to fully resolve an investigation into the impact of certain adjustments to accruals and reserves on reported earnings per share in the first quarter of 2016 and the second quarter of 2017. Under terms of the settlement, Rollins neither admits nor denies the SEC’s findings and will pay an $8 million civil penalty, which was fully accrued in the third and fourth quarters of 2021.
“Since the Company first learned of this investigation, we have taken this matter very seriously, conducting an internal review and taking proactive steps to address the findings,” said Elizabeth Chandler, Vice President, General Counsel and Corporate Secretary at Rollins. “We have also reevaluated and strengthened our internal controls over financial reporting, and improved processes, procedures and supporting documentation, including those related to management’s judgments and estimates impacting reported financial results. Rollins remains committed to doing the right thing on behalf of our employees, investors and customers and we are pleased to have reached a resolution to this matter.”
The individuals who were leading the accounting department at the time are no longer employed by the Company and there will be no restatement of the Company’s historical financial results related to the SEC’s investigation.
Company and its franchises provide essential pest control services and protection against termite damage, rodents and insects to more than two million customers in North America, South America, Europe, Asia, Africa, and Australia from more than 800 locations. You can learn more about Rollins and its subsidiaries by visiting our web site at www.rollins.com, where you can also find this and other news releases by accessing the news releases button.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain or incorporate by reference information that includes or is based on forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events and can be identified by the fact that they relate to future actions, performance or results rather than strictly to historical or current facts. The Company cautions that its forward-looking statements involve risks and uncertainties, and while we believe that our expectations for the future are reasonable in view of currently available information, you are cautioned not to place undue reliance on our forward-looking statements. Actual results or events may differ materially from those indicated as a result of various important factors. A list and description of these factors (all of which risks may be amplified by the COVID-19 pandemic) can be found in our Annual Report on Form 10-K and certain subsequent filings we make with the SEC. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law.