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1 Securities and Exchange 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD FROM _____________ TO _______________ COMMISSION FILE NUMBER: 1-14267 REPUBLIC SERVICES, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 65-0716904 --------------------------------- --------------------------------- (State of Incorporation) (IRS Employer Identification No.) 110 S.E. 6TH STREET, 28TH FLOOR FT. LAUDERDALE, FLORIDA 33301 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (954) 769-2400 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] On November 5, 1999 the registrant had outstanding 175,447,962 shares of Common Stock, par value $.01 per share. 2 REPUBLIC SERVICES, INC. INDEX PAGE ---- PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Condensed Consolidated Balance Sheets as of September 30, 1999 (Unaudited) and December 31, 1998.................................. 3 Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 1999 and 1998 ... 4 Unaudited Condensed Consolidated Statement of Stockholders' Equity for the Nine Months Ended September 30, 1999 ............... 5 Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1999 and 1998 ............. 6 Notes to Unaudited Condensed Consolidated Financial Statements ........................................................ 7 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ......................................... 16 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk .............................................................. 21 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings ................................................... 21 ITEM 6. Exhibits and Reports on Form 8-K .................................... 21 2 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS REPUBLIC SERVICES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, except per share data) SEPTEMBER 30, DECEMBER 31, 1999 1998 ------------- ----------- (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents .............................. $ 9.8 $ 556.6 Restricted cash ........................................ 10.3 7.1 Accounts receivable, less allowance for doubtful accounts of $13.6 and $22.1, respectively .......... 249.8 182.7 Prepaid expenses and other current assets .............. 52.2 37.6 -------- -------- Total Current Assets ........................... 322.1 784.0 PROPERTY AND EQUIPMENT, NET .............................. 1,564.7 1,096.1 INTANGIBLE AND OTHER ASSETS, NET ......................... 1,380.8 932.0 -------- -------- $3,267.6 $2,812.1 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable ....................................... $ 65.0 $ 64.7 Accrued liabilities .................................... 107.9 119.5 Amounts due to former owners ........................... 54.8 26.7 Deferred revenue ....................................... 61.1 46.6 Notes payable and current maturities of long-term debt.. 76.8 499.9 Other current liabilities .............................. 56.1 26.4 -------- -------- Total Current Liabilities ...................... 421.7 783.8 LONG-TERM DEBT, NET OF CURRENT MATURITIES ................ 1,153.9 557.2 ACCRUED ENVIRONMENTAL AND LANDFILL COSTS ................. 147.1 77.3 DEFERRED INCOME TAXES .................................... 71.3 71.4 OTHER LIABILITIES ........................................ 22.1 23.3 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, par value $.01 per share; 50,000,000 shares authorized; none issued ...................... -- -- Common stock, par value $.01 per share; 750,000,000 shares authorized; 175,447,962 and 175,412,500 issued and outstanding, respectively ....................... 1.8 1.8 Additional paid-in capital ............................. 1,205.5 1,203.5 Retained earnings ...................................... 244.2 93.8 -------- -------- Total Stockholders' Equity ..................... 1,451.5 1,299.1 -------- -------- $3,267.6 $2,812.1 ======== ======== The accompanying notes are an integral part of these statements. 3 4 REPUBLIC SERVICES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------- ------------------------- 1999 1998 1999 1998 --------- --------- --------- --------- REVENUE ....................................... $ 490.6 $ 355.0 $ 1,349.7 $ 991.7 EXPENSES: Cost of operations .......................... 295.9 220.1 810.7 611.7 Depreciation, amortization and depletion .... 44.8 26.7 117.8 76.5 Selling, general and administrative ......... 46.4 32.9 135.7 98.6 --------- --------- --------- --------- OPERATING INCOME .............................. 103.5 75.3 285.5 204.9 INTEREST EXPENSE .............................. (18.8) (3.2) (44.5) (40.4) INTEREST INCOME ............................... .3 .3 3.3 1.0 OTHER INCOME (EXPENSE), NET ................... .3 (.2) .2 .3 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES .................... 85.3 72.2 244.5 165.8 PROVISION FOR INCOME TAXES .................... 32.8 26.0 94.1 59.7 --------- --------- --------- --------- NET INCOME .................................... $ 52.5 $ 46.2 $ 150.4 $ 106.1 ========= ========= ========= ========= BASIC AND DILUTED EARNINGS PER SHARE ....................................... $ .30 $ .26 $ .86 $ .87 ========= ========= ========= ========= WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING ............... 175.5 175.4 175.8 122.3 ========= ========= ========= ========= The accompanying notes are an integral part of these statements. 4 5 REPUBLIC SERVICES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (in millions) ADDITIONAL COMMON PAID-IN RETAINED STOCK CAPITAL EARNINGS -------- ----------- -------- BALANCE AT DECEMBER 31, 1998 ................ $ 1.8 $1,203.5 $ 93.8 Net income ................................ -- -- 150.4 Issuance of compensatory stock options .... -- 2.0 -- -------- -------- -------- BALANCE AT SEPTEMBER 30, 1999 ............... $ 1.8 $1,205.5 $ 244.2 ======== ======== ======== The accompanying notes are an integral part of this statement. 5 6 REPUBLIC SERVICES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) NINE MONTHS ENDED SEPTEMBER 30, ----------------------- 1999 1998 -------- -------- CASH PROVIDED BY OPERATING ACTIVITIES: Net income ............................................................ $ 150.4 $ 106.1 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and depletion of property and equipment .................................................... 93.9 64.3 Amortization of intangible assets .................................. 23.9 12.2 Deferred tax provision ............................................. 24.1 20.1 Non-cash charge .................................................... 2.0 -- Changes in assets and liabilities, net of effects from business acquisitions: Accounts receivable ........................................... (55.3) (24.6) Prepaid expenses and other assets ............................. (14.7) (.6) Accounts payable and accrued liabilities ...................... (19.7) 22.3 Amounts due to former owners .................................. (14.8) -- Other liabilities ............................................. 35.4 30.2 -------- -------- 225.2 230.0 -------- -------- CASH USED IN INVESTING ACTIVITIES: Purchases of property and equipment ................................... (215.4) (110.1) Cash used in business acquisitions, net of cash acquired .............. (723.9) (68.6) Other ................................................................. (4.5) 9.9 -------- -------- (943.8) (168.8) -------- -------- CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES: Proceeds from notes payable and long-term debt ........................ 114.6 -- Payments of notes payable and long-term debt .......................... (96.3) (45.9) Net proceeds(payments)on revolving credit facility .................... (445.0) 42.0 Proceeds from issuance of unsecured notes, net of discount ............ 598.5 -- Proceeds from sale of common stock .................................... -- 1,433.6 Decrease in notes payable to AutoNation ............................... -- (1,469.5) -------- -------- 171.8 (39.8) -------- -------- INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS ......................... (546.8) 21.4 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ........................ 556.6 -- -------- -------- CASH AND CASH EQUIVALENTS AT
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