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State of Incorporation) (IRS Employer Identification No.) 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 MARCH 31, 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 May 6, 1999 the registrant had outstanding 175,412,500 shares of Class A Common Stock, par value $.01 per share. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 REPUBLIC SERVICES, INC. INDEX PART I. FINANCIAL INFORMATION PAGE ---- ITEM 1. Financial Statements Condensed Consolidated Balance Sheets as of March 31, 1999 (Unaudited) and December 31, 1998............................. 3 Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 1999 and 1998............ 4 Unaudited Condensed Consolidated Statement of Stockholders' Equity for the Three Months Ended March 31, 1999.............. 5 Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 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..................................... 14 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.......................................................... 20 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K................................ 20 2 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS REPUBLIC SERVICES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN MILLIONS, EXCEPT PER SHARE DATA) MARCH 31, DECEMBER 31, 1999 1998 ----------- ------------ (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents................................. $ 15.3 $ 556.6 Restricted cash........................................... 6.8 7.1 Accounts receivable, less allowance for doubtful accounts of $17.3 and $22.1, respectively....................... 207.8 182.7 Prepaid expenses and other current assets................. 43.7 37.6 -------- -------- Total Current Assets.............................. 273.6 784.0 PROPERTY AND EQUIPMENT, NET................................. 1,391.4 1,096.1 INTANGIBLE AND OTHER ASSETS, NET............................ 1,123.3 932.0 -------- -------- $2,788.3 $2,812.1 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable.......................................... $ 45.0 $ 64.7 Accrued liabilities....................................... 156.5 146.2 Deferred revenue.......................................... 52.0 46.6 Notes payable and current maturities of long-term debt.... 385.2 499.9 Other current liabilities................................. 54.9 26.4 -------- -------- Total Current Liabilities......................... 693.6 783.8 LONG-TERM DEBT, NET OF CURRENT MATURITIES................... 557.4 557.2 ACCRUED ENVIRONMENTAL AND LANDFILL COSTS.................... 102.1 77.3 DEFERRED INCOME TAXES....................................... 73.9 71.4 OTHER LIABILITIES........................................... 16.8 23.3 COMMITMENTS AND CONTINGENCIES............................... STOCKHOLDERS' EQUITY: Preferred stock, par value $.01 per share; 50,000,000 shares authorized; none issued......................... -- -- Common Stock: Class A, par value $.01 per share; 250,000,000 shares authorized; 175,412,500 and 79,724,417 issued and outstanding, respectively............................. 1.8 .8 Class B, par value $.01 per share; 125,000,000 shares authorized; none and 95,688,083 issued and outstanding, respectively............................. -- 1.0 Additional paid-in capital................................ 1,205.5 1,203.5 Retained earnings......................................... 137.2 93.8 -------- -------- Total Stockholders' Equity........................ 1,344.5 1,299.1 -------- -------- $2,788.3 $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 MARCH 31, ------------------ 1999 1998 ------- ------- REVENUE..................................................... $403.5 $300.8 EXPENSES: Cost of operations........................................ 244.7 185.9 Depreciation, amortization and depletion.................. 33.4 23.8 Selling, general and administrative....................... 46.0 32.1 ------ ------ OPERATING INCOME............................................ 79.4 59.0 INTEREST EXPENSE............................................ (11.3) (5.4) INTEREST INCOME............................................. 2.6 .5 OTHER INCOME (EXPENSE), NET................................. (.1) .3 ------ ------ INCOME BEFORE INCOME TAXES.................................. 70.6 54.4 PROVISION FOR INCOME TAXES.................................. 27.2 19.6 ------ ------ NET INCOME.................................................. $ 43.4 $ 34.8 ====== ====== BASIC AND DILUTED EARNINGS PER SHARE..................................................... $ .25 $ .36 ====== ====== WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING............................................... 175.4 95.7 ====== ====== The accompanying notes are an integral part of these statements. 4 5 REPUBLIC SERVICES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (IN MILLIONS) COMMON STOCK ADDITIONAL ----------------- PAID-IN RETAINED CLASS A CLASS B CAPITAL EARNINGS ------- ------- ---------- -------- BALANCE AT DECEMBER 31, 1998.............................. $ .8 $ 1.0 $ 1,203.5 $ 93.8 Net income.............................................. -- -- -- 43.4 Conversion of Common Stock owned by AutoNation, Inc..... 1.0 (1.0) -- -- Issuance of compensatory stock options.................. -- -- 2.0 -- ---- ----- --------- ------ BALANCE AT MARCH 31, 1999................................. $1.8 $ -- $ 1,205.5 $137.2 ==== ===== ========= ====== The accompanying notes are an integral part of this statement. 5 6 REPUBLIC SERVICES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN MILLIONS) THREE MONTHS ENDED MARCH 31, ---------------- 1999 1998 ------- ------ CASH PROVIDED BY OPERATING ACTIVITIES: Net income................................................ $ 43.4 $ 34.8 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization and depletion of property and equipment......................................... 26.3 20.3 Amortization of intangible assets...................... 7.1 3.5 Deferred tax provision................................. 7.1 7.6 Non-cash charge........................................ 2.0 -- Changes in assets and liabilities, net of effects from business acquisitions: Accounts receivable............................... (22.6) (3.3) Prepaid expenses and other assets................. (6.4) (2.9) Accounts payable and accrued liabilities.......... (18.4) (3.0) Other liabilities................................. 25.5 23.3 ------- ------ 64.0 80.3 ------- ------ CASH USED IN INVESTING ACTIVITIES: Purchases of property and equipment....................... (55.7) (29.0) Cash used in business acquisitions, net of cash acquired............................................... (432.5) 1.8 Other..................................................... (.9) 6.0 ------- ------ (489.1) (21.2) ------- ------ CASH USED IN FINANCING ACTIVITIES: Proceeds from notes payable and long-term debt............ 1.3 .5 Payments of notes payable and long-term debt.............. (15.5) (16.3) Net payments on revolving credit facility................. (102.0) -- Decrease in notes payable to AutoNation................... -- (27.3) Other..................................................... -- (16.0) ------- ------ (116.2) (59.1) ------- ------ DECREASE IN CASH AND CASH EQUIVALENTS....................... (541.3) -- CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 556.6 -- ------- ------ CASH AND CASH EQUIVALENTS AT END OF PERIOD.................. $ 15.3 $ -- ======= ====== The accompanying notes are an integral part of these statements. 6 7 REPUBLIC SERVICES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (TABLES IN MILLIONS, EXCEPT PER SHARE DATA) 1. BASIS OF PRESENTATION Republic Services, Inc.
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