-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pw7CJNQJGqUvG223KGjVnFWjCR7D1Pkc3+vEs3/ZLwPa0HUTYw7gtR4nkceBy45Q aFphKs2HH9tZlrVnEy8M2Q== 0000950144-96-008269.txt : 19961118 0000950144-96-008269.hdr.sgml : 19961118 ACCESSION NUMBER: 0000950144-96-008269 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC INDUSTRIES INC CENTRAL INDEX KEY: 0000350698 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 731105145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09787 FILM NUMBER: 96664598 BUSINESS ADDRESS: STREET 1: 200 E LAS OLAS BLVD STREET 2: STE 1400 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 3057618333 MAIL ADDRESS: STREET 1: 200 EAST LAS OLAS BLVD STREET 2: SUITE 1400 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC WASTE INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC RESOURCES CORP DATE OF NAME CHANGE: 19900226 10-Q 1 REPUBLIC INDUSTRIES 09/30/96 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 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: 0-9787 REPUBLIC INDUSTRIES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 73-1105145 (State of Incorporation) (IRS Employer Identification No.) 200 EAST LAS OLAS BOULEVARD FT. LAUDERDALE, FLORIDA 33301 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 627-6000 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 11, 1996, the registrant had 192,643,478 outstanding shares of common stock, par value $.01 per share. 2 REPUBLIC INDUSTRIES, INC. INDEX
Page PART I. Financial Information ITEM 1. FINANCIAL STATEMENTS Unaudited Condensed Consolidated Balance Sheets as of September 30, 1996 and December 31, 1995 (Restated) ..................... 3 Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 1996 and 1995 (Restated) ......................................... 4 Unaudited Condensed Consolidated Statement of Shareholders' Equity for the Nine Months Ended September 30, 1996 ....................................................... 5 Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 1996 and 1995 (Restated) ......................................... 6 Notes to Unaudited Condensed Consolidated Financial Statements ................................................................... 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ........................................... 14 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 INDUSTRIES, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data)
ASSETS September 30, December 31, 1996 1995 ------------- ------------ (Restated) Current assets: Cash and cash equivalents ....................................... $ 154,826 $ 164,572 Accounts receivable, less allowance for doubtful accounts ....... 62,424 38,092 Inventory ....................................................... 27,954 14,924 Prepaid expenses ................................................ 9,399 3,757 Other current assets ............................................ 126,296 7,323 --------- --------- Total current assets ........................................ 380,899 228,668 Property and equipment, net ....................................... 331,591 204,949 Investment in subscriber accounts, net ............................ 78,940 42,240 Intangible assets, net ............................................ 182,986 101,363 Other assets ...................................................... 12,449 5,246 --------- --------- Total assets ................................................ $ 986,865 $ 582,466 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable ................................................ $ 24,000 $ 18,732 Accrued liabilities ............................................. 62,767 24,431 Current portion of deferred revenue ............................. 25,947 25,555 Current maturities of long-term debt ............................ 18,805 11,996 Income taxes payable ............................................ 3,251 3,625 --------- --------- Total current liabilities ................................... 134,770 84,339 Long-term debt, net of current maturities ......................... -- 3,791 Deferred income taxes ............................................. 37,626 14,414 Deferred revenue, net of current portion .......................... 9,794 18,012 Other liabilities ................................................. 12,771 11,362 --------- --------- Total liabilities ........................................... 194,961 131,918 --------- --------- Commitments and contingencies Shareholders' equity: Preferred stock, par value $.01 per share; 5,000,000 shares authorized; none issued ....................................... -- -- Common stock, par value $.01 per share; 500,000,000 and 350,000,000 shares authorized, respectively; 191,028,437 and 161,820,630 shares issued and outstanding, respectively .................................................. 1,910 1,618 Additional paid-in capital ...................................... 728,475 420,557 Retained earnings ............................................... 61,519 28,373 --------- --------- Total shareholders' equity .................................. 791,904 450,548 --------- --------- Total liabilities and shareholders' equity .................. $ 986,865 $ 582,466 ========= =========
The accompanying notes are an integral part of these statements. 3 4 REPUBLIC INDUSTRIES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)
Three Months Ended Nine Months Ended September 30, September 30, ----------------------- ---------------------- 1996 1995 1996 1995 ---- ---- ---- ---- (Restated) (Restated) Revenue ........................................... $ 155,746 $ 78,054 $ 423,371 $ 210,679 Expenses: Cost of operations ............................ 113,566 53,921 297,616 140,152 Selling, general and administrative ........... 24,139 17,645 76,744 49,294 --------- -------- --------- --------- Operating income .................................. 18,041 6,488 49,011 21,233 Interest and other income ......................... 7,102 1,717 13,083 2,770 Interest expense .................................. (513) (1,264) (2,324) (4,263) --------- -------- --------- --------- Income from continuing operations before income taxes ........................... 24,630 6,941 59,770 19,740 Provision for income taxes ........................ 8,638 3,055 21,816 8,774 --------- -------- --------- --------- Income from continuing operations ................. 15,992 3,886 37,954 10,966 Income from discontinued operations, net .......... -- -- -- 508 --------- -------- --------- --------- Net income ........................................ $ 15,992 $ 3,886 $ 37,954 $ 11,474 ========= ======== ========= ========= Fully diluted earnings per common and common equivalent share: Continuing operations ..................... $ .07 $ .03 $ .17 $ .09 Discontinued operations ................... -- -- -- .01 --------- -------- --------- --------- Net income ................................ $ .07 $ .03 $ .17 $ .10 ========= ======== ========= =========
The accompanying notes are an integral part of these statements. 4 5 REPUBLIC INDUSTRIES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (In thousands)
Additional Common Paid-In Retained Stock Capital Earnings ------- ---------- -------- Balance at December 31, 1995 (Restated) ....... $ 1,618 $ 420,557 $ 28,373 Sale of common stock ...................... 99 197,484 -- Exercise of stock options and warrants .... 25 9,330 -- Capital contributions from former owners of pooled companies ................... -- 20,669 -- Distributions to former owners of pooled companies ............................. -- -- (4,917) Stock issued in acquisitions .............. 168 80,965 -- Other ..................................... -- (530) 109 Net income ................................ -- -- 37,954 ------- --------- -------- Balance at September 30, 1996 ................. $ 1,910 $ 728,475 $ 61,519 ======= ========= ========
The accompanying notes are an integral part of this statement. 5 6 REPUBLIC INDUSTRIES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Nine Months Ended September 30, ----------------------- 1996 1995 ---- ---- (Restated) Cash flows from operating activities: Income from continuing operations ........................... $ 37,954 $ 10,966 Adjustments to reconcile income from continuing operations to net cash provided by operations: Depreciation, depletion and amortization .............. 27,878 18,090 Gain on the sale of property and equipment ............ (984) (383) Changes in assets and liabilities, net of effects from business combinations: Accounts receivable ........................... (12,054) (4,736) Prepaid expenses and other assets ............. (24,551) (2,777) Accounts payable and accrued liabilities ...... (4,197) 5,586 Deferred and current income taxes payable ..... 19,719 1,110 Deferred revenue and other liabilities ........ (14,399) (10,461) --------- --------- Net cash provided by continuing operations .......... 29,366 17,395 --------- --------- Cash used in discontinued operations ............................ -- (263) --------- --------- Cash flows from investing activities: Advances and loans .......................................... (112,900) -- Net cash used in business combinations ...................... (17,046) (5,497) Purchases of property and equipment ......................... (77,538) (31,019) Investment in subscriber accounts ........................... (24,943) (10,775) Proceeds from the sale of property and equipment ............ 2,440 1,068 Other ....................................................... 1,464 (1,013) --------- --------- Net cash used in investing activities ............... (228,523) (47,236) --------- --------- Cash flows from financing activities: Sale of common stock ........................................ 197,583 232,031 Proceeds from long-term debt ................................ 17,104 23,432 Payments of long-term debt .................................. (47,064) (40,338) Exercise of stock options and warrants ...................... 9,355 6,333 Capital contributions from former owners of pooled companies ........................................ 17,876 11,828 Distributions to former owners of pooled companies .......... (4,917) (5,473) Other ....................................................... (526) 16,053 --------- --------- Net cash provided by financing activities ........... 189,411 243,866 --------- --------- (Decrease) increase in cash and cash equivalents .... (9,746) 213,762 Cash and cash equivalents: Beginning of period ......................................... 164,572 11,485 --------- --------- End of period ............................................... $ 154,826 $ 225,247 ========= =========
The accompanying notes are an integral part of these statements. 6 7 REPUBLIC INDUSTRIES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (000's omitted in all tables except per share amounts) 1. INTERIM FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements include the accounts of Republic Industries, Inc. and its subsidiaries (the "Company") and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. All significant intercompany accounts and transactions have been eliminated. Certain information related to the Company's organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to fairly state the financial position and the results of operations for the periods presented and the disclosures herein are adequate to make the information presented not misleading. Operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. These interim financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto. In order to maintain consistency and comparability between periods presented, certain amounts have been reclassified from the previously reported financial statements in order to conform with the financial statement presentation of the current period. The accompanying financial statements also include the financial position and results of operations of CarChoice, Inc. ("CarChoice") which the Company acquired in August 1996, and Incendere, Inc. and certain waste companies (collectively, "Schaubach") controlled by Dwight C. Schaubach and Denver Burglar Alarm and affiliate ("Denver Alarm"), which the Company acquired in February 1996. These business combinations have been accounted for under the pooling of interests method of accounting and, accordingly, these financial statements and notes thereto have been restated as if CarChoice, Schaubach and Denver Alarm (the "Pooled Entities") and the Company had operated as one entity since inception. See Note 2 for a further discussion of business combinations. In April 1995, the Company spun-off its hazardous waste services segment, Republic Environmental Systems, Inc. ("RESI"), now known as International Alliance Services, Inc., to the Company's shareholders. Accordingly, this segment has been accounted for as a discontinued operation in the accompanying unaudited condensed consolidated statements of operations. All per share data and numbers of shares of common stock for all periods included in the financial statements and notes have been adjusted to reflect a two-for-one stock split in the form of a 100% stock dividend that was effected in June 1996, as more fully described in Note 11. 2. BUSINESS COMBINATIONS Pending Acquisitions In November 1996, the Company signed a definitive agreement to acquire Alamo Rent-A-Car, Inc. and affiliated entities ("Alamo"), which are privately-owned, in merger transactions. Alamo is the fourth largest car rental company in the United States and operates a fleet of approximately 130,000 vehicles. Alamo operates in 42 states in the United States and has operations in 10 European countries and Canada. The transaction, which will be accounted for under the pooling of interests method of accounting, is subject to customary conditions including the receipt of all required regulatory approvals. It is contemplated that the Company will issue approximately 22,100,000 shares of the Company's common stock, par value $.01 per share ("Common Stock") in connection with the transaction. In June 1996, the Company signed a definitive agreement to acquire Continental Waste Industries, Inc. ("Continental") in a merger transaction. Continental provides integrated solid waste management services to residential, commercial and industrial customers primarily in the mid-south and eastern United States. Under the terms of the agreement, each share of common stock of Continental would be exchanged, on a tax-free basis, for .80 of a share of the Company's Common Stock. As of September 30, 1996, Continental had approximately 15,349,000 shares of common stock issued and outstanding. The transaction, which will be accounted for under the pooling of interests method of accounting, is subject to approval of Continental's shareholders and other customary closing conditions, including regulatory approvals. Certain shareholders of Continental, representing approximately 23% of Continental's outstanding common stock, have agreed to vote their shares in favor of the transaction and have granted to the Company irrevocable proxies to vote or to execute written consents with respect to their shares in favor of the transaction. In June 1996, the Company signed a definitive agreement to acquire Addington Resources, Inc. ("Addington") in a merger transaction. Addington provides integrated solid waste disposal services including landfill, collection and recycling services for cities and counties in the southeastern United States. Under the terms of the agreement, each share of common stock of Addington would be exchanged, on a tax-free basis, for .90 of a share of the Company's Common Stock. As of September 30, 1996, Addington had approximately 15,194,000 shares of common stock issued and outstanding. The transaction, which will be accounted for under the pooling of interests method of accounting, is subject to approval 7 8 REPUBLIC INDUSTRIES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) of Addington's shareholders and other customary closing conditions, including regulatory approvals. Six of Addington's shareholders, representing approximately 45% of Addington's outstanding common stock, have granted to the Company irrevocable proxies to, and agreed to, vote or to execute written consents with respect to their shares in favor of the transaction. In May 1996, after approval by a special committee of disinterested members of the Company's board of directors, the Company signed a definitive agreement to acquire AutoNation Incorporated ("AutoNation"). AutoNation is a privately-owned company developing a chain of megastores for the sale of new and used vehicles and is partially owned by the Company's Co-Chief Executive Officers, and certain other officers and directors of the Company. The transaction, which will be accounted for under the purchase method of accounting, is subject to approval by the shareholders of the Company and other customary closing conditions, including regulatory approvals. It is contemplated that the Company will issue approximately 17,467,000 shares of Common Stock in connection with the transaction. Each of the above pending acquisitions is expected to close during the fourth quarter of 1996. Completed Acquisitions Significant businesses acquired through September 30, 1996 and accounted for under the pooling of interests method of accounting have been included retroactively in the financial statements as if the companies had operated as one entity since inception. Businesses acquired through September 30, 1996 and accounted for under the purchase method of accounting are included in the financial statements from the date of acquisition. In August 1996, the Company acquired all of the net assets of CarChoice. CarChoice, which commenced operations in January 1995, is a developer and operator of used car superstores similar to those being developed by AutoNation. In February 1996, the Company acquired all of the outstanding capital stock of Denver Alarm. Denver Alarm provides installation, monitoring and maintenance services to residential and commercial customers throughout Colorado. In February 1996, the Company acquired Schaubach. Schaubach provides solid waste collection and recycling services to residential, commercial, and industrial customers in southeastern Virginia and eastern North Carolina and provides transportation of medical waste throughout the Mid-Atlantic states. The Company issued an aggregate of 9,707,664 shares of Common Stock to acquire CarChoice, Denver Alarm and Schaubach, all of which have been accounted for under the pooling of interests method of accounting. Details of the results of operations of the previously separate companies for the periods before the pooling of interests combinations were consummated are as follows:
Nine Months Ended September 30, ------------------ 1996 1995 ---- ---- Revenue: The Company ......................... $ 376,548 $ 185,207 Pooled Entities ..................... 46,823 25,472 --------- --------- $ 423,371 $ 210,679 ========= ========= Net income (loss): The Company ......................... $ 44,057 $ 13,136 Pooled Entities ..................... (6,103) (1,662) --------- --------- $ 37,954 $ 11,474 ========= =========
8 9 REPUBLIC INDUSTRIES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) During the nine months ended September 30, 1996, the Company also acquired various other businesses in the solid waste and electronic security services industries which were immaterial to the Company. The aggregate purchase price paid by the Company related to immaterial acquisitions accounted for under the purchase method of accounting was approximately $101,039,000 and consisted of cash and 8,474,286 shares of Common Stock. With respect to immaterial acquisitions accounted for under the pooling of interests method of accounting, the Company issued 8,318,800 shares of Common Stock. These acquisitions were not significant in the aggregate and, consequently, prior period financial statements were not restated. The following summarizes the preliminary purchase price allocation for business combinations accounted for under the purchase method of accounting (including historical accounts of immaterial acquisitions accounted for under the pooling of interests method of accounting) consummated during the nine months ended September 30:
1996 1995 ---- ---- Property and equipment .................................. $ 65,869 $ 23,822 Investment in subscriber accounts ....................... 17,914 -- Intangible assets ....................................... 87,385 76,887 Working capital deficiency, net of cash acquired ........ (33,695) (7,559) Long-term debt assumed .................................. (29,563) (14,594) Other liabilities, net .................................. (9,731) -- Common stock issued ..................................... (81,133) (73,059) --------- --------- Cash used in acquisitions .......................... $ 17,046 $ 5,497 ========= =========
In August 1995, the Company acquired all of the outstanding shares of common stock of Hudson Management Corporation and Envirocycle, Inc. (collectively, "HMC"). The purchase price paid by the Company was approximately $72,800,000 and consisted of 16,000,000 shares of Common Stock. HMC, as the third largest solid waste management company in Florida, provides solid waste collection and recycling services to commercial, industrial and residential customers. This acquisition has been accounted for under the purchase method of accounting and, accordingly, is included in the Company's financial statements from the date of acquisition. The Company's consolidated results of operations on an unaudited pro forma basis assuming the acquisition of HMC had occurred at the beginning of the period presented is as follows:
Nine Months Ended September 30, 1995 ------------------ Revenue ....................................... $ 243,880 ========= Income from continuing operations ............. $ 11,818 ========= Fully diluted earnings per common and common equivalent share from continuing operations ................................ $ .09 =========
In September 1996, the Company announced that the Agreement and Plan of Amalgamation, dated as of July 1, 1996 and amended as of July 15, 1996 (the "ADT Agreement") between Republic and ADT Limited ("ADT"), which provided for the acquisition of ADT by Republic, had been terminated by mutual agreement of the parties. Included in selling, general and administrative expenses for the three months ended September 30, 1996 are approximately $3,000,000 of transaction costs associated with the terminated ADT Agreement. In connection with the execution of the ADT Agreement, ADT granted to Republic a warrant (the "ADT Warrant") to purchase 15,000,000 common shares of ADT at a purchase price of $20 per share (which approximated fair market value) subject to certain anti-dilution adjustments. The warrant became exercisable upon the termination of the ADT Agreement and remains exercisable until March 1997. Pursuant to the terms of the warrant, ADT has granted to Republic certain registration rights with respect to the common shares of ADT issuable to Republic upon exercise of the warrant. Upon termination of the ADT Agreement, the Company recorded the estimated fair value of the ADT Warrant totaling approximately $5,670,000 based upon an option pricing model computation. The Company has recorded $3,000,000 of the $5,670,000 value attributed to the ADT Warrant as a credit to selling, general and administrative expenses for the three months ended September 30, 1996 to offset the transaction costs incurred in connection with the ADT 9 10 REPUBLIC INDUSTRIES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) Agreement as described above. The remaining value of the ADT Warrant totaling $2,670,000 has been included as a component of other income for the three months ended September 30, 1996. 3. OTHER CURRENT ASSETS Included in other current assets at September 30, 1996 are approximately $112,900,000 in advances made to AutoNation during the nine months ended September 30, 1996. Such advances were made pursuant to a loan agreement whereby the Company has agreed to provide advances at an interest rate of LIBOR plus 2% to fund AutoNation's cash flow requirements until consummation of the acquisition of AutoNation. Such advances mature on June 30, 1997 and are secured primarily by the common stock of AutoNation's principal operating subsidiary, all trademarks and other intellectual property of AutoNation and, until consummation of the Company's merger with AutoNation, AutoNation's remaining shareholder subscription commitments which commitments approximate $28,000,000. Interest income recognized on such advances was approximately $1,117,000 and $1,296,000 for the three and nine months ended September 30, 1996, respectively. Also included in other current assets at September 30, 1996 is the value assigned to the ADT Warrant totaling $5,670,000 as discussed in Note 2. 4. PROPERTY AND EQUIPMENT A summary of property and equipment is shown below:
September 30, December 31, 1996 1995 ------------- ------------ Land, landfills and improvements .............. $ 133,199 $ 97,610 Trucks and equipment .......................... 277,412 157,677 Buildings and improvements .................... 34,124 29,386 Furniture and fixtures ........................ 13,241 9,061 --------- --------- 457,976 293,734 Less: accumulated depreciation and depletion ................................. (126,385) (88,785) --------- --------- $ 331,591 $ 204,949 ========= =========
5. INVESTMENT IN SUBSCRIBER ACCOUNTS Investment in subscriber accounts consists of capitalized costs associated with new monitoring systems installed by the Company's electronic security services business and the cost of acquired subscriber accounts. These costs are amortized over periods ranging from eight to twelve years (based on estimated and historical customer attrition rates) on a straight-line basis. Accumulated amortization of investment in subscriber accounts at September 30, 1996 and December 31, 1995 was $17,602,000 and $11,446,000, respectively. 6. INTANGIBLE ASSETS Intangible assets consist primarily of the cost of acquired businesses in excess of the fair value of net tangible assets acquired. The cost in excess of the fair value of net tangible assets is amortized over forty years on a straight-line basis. Accumulated amortization of intangible assets at September 30, 1996 and December 31, 1995 was $17,580,000 and $9,026,000, respectively. 10 11 REPUBLIC INDUSTRIES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. LONG-TERM DEBT Long-term debt consisted of the following:
September 30, December 31, 1996 1995 ------------- ------------ Vehicle floorplan credit facility, secured by the Company's vehicle inventory, interest at LIBOR plus 2.75%, due on demand .......................... $ 18,805 $ 9,909 Notes to banks and financial institutions, secured by equipment and other assets ...................... -- 4,590 Other notes, secured by equipment and other assets -- 1,288 -------- -------- 18,805 15,787 Less: current maturities ............................ (18,805) (11,996) -------- -------- $ -- $ 3,791 ======== ========
In December 1995, the Company entered into a credit agreement (the "Credit Agreement") with certain banks pursuant to which such banks have agreed to advance the Company on an unsecured basis an aggregate of $250,000,000 for a term of thirty-six months. Outstanding advances, if any, are payable at the expiration of the thirty-six month term. The Credit Agreement requires, among other items, that the Company maintain certain financial ratios and comply with certain financial covenants. Interest is payable monthly and generally determined using either a competitive bid feature or a LIBOR based rate. As of September 30, 1996, no amounts were outstanding and the Company was in compliance with all material covenants under the Credit Agreement. In August 1996, the Company refinanced its existing $21,000,000 vehicle floorplan credit facility with a new $25,000,000 vehicle floorplan credit facility. Advances under this facility bear interest at LIBOR plus 2.75% and are secured by the Company's vehicle inventory. In October 1996, the Company repaid all borrowings under this facility. 8. INCOME TAXES Income taxes have been provided for based upon the Company's anticipated annual effective income tax rate. 9. STOCK OPTIONS AND WARRANTS The Company has various stock option plans under which shares of Common Stock may be granted to key employees and directors of the Company. Options granted under the plans are non-qualified and are granted at a price equal to the fair market value of the Common Stock at the date of grant. 11 12 REPUBLIC INDUSTRIES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) A summary of stock option and warrant transactions for the nine months ended September 30, 1996 is as follows: Options and warrants outstanding at January 1, 1996 ......... 48,534 Granted ..................................................... 4,007 Exercised ................................................... (2,522) Canceled .................................................... (44) --------------- Options and warrants outstanding at September 30, 1996 ...... 49,975 =============== Average price of options and warrants exercised ............. $ 3.81 Prices of options and warrants outstanding at September 30, 1996 ...................................... $1.05 to $30.75 Average price of options and warrants outstanding at September 30, 1996 ................................... $ 5.71 Vested options and warrants at September 30, 1996 ........... 39,436 Options available for future grants at September 30, 1996 ... 12,380
10. EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE Earnings per common and common equivalent share are based on the combined weighted average number of common shares and common share equivalents outstanding which include, where appropriate, the assumed exercise or conversion of warrants and options. In computing earnings per common and common equivalent share, the Company utilizes the modified treasury stock method. The computation of weighted average common and common equivalent shares used in the calculation of fully diluted earnings per share, which is substantially the same as the computation used to calculate primary earnings per share, is as follows:
Three Months Ended Nine Months Ended September 30, September 30, -------------------- ------------------- 1996 1995 1996 1995 ---- ---- ---- ---- Common shares outstanding ............... 191,028 159,827 191,028 159,827 Common equivalent shares ................ 50,662 41,958 52,540 42,016 Weighted average treasury shares purchased .......................... (13,451) (8,434) (12,682) (5,302) Effect of using weighted average common and common equivalent shares outstanding ................. (925) (38,938) (12,218) (77,014) ------- ------- ------- ------- 227,314 154,413 218,668 119,527 ======= ======= ======= =======
11. SHAREHOLDERS' EQUITY In November 1996, the Company sold 12,080,000 shares of Common Stock in a private placement transaction resulting in net proceeds of $353,000,000. In May 1996, the Company sold 9,878,400 shares of Common Stock in a private placement transaction resulting in net proceeds of $197,583,000. In May 1996, the Board of Directors declared a two-for-one split of the Company's Common Stock in the form of a 100% stock dividend, payable June 8, 1996, to holders of record on May 28, 1996. As a result, $790,000 (par value of shares outstanding at December 31, 1995) has been transferred from additional paid-in capital to common stock. In May 1996, the Company's Certificate of Incorporation was amended to increase the number of authorized shares of Common Stock from 350,000,000 shares to 500,000,000 shares. 12 13 REPUBLIC INDUSTRIES, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) 12. LEGAL MATTERS The Company is subject to various lawsuits, claims and other legal matters arising in the ordinary course of conducting its business. The Company believes that such lawsuits, claims and other legal matters should not have a material adverse effect on the Company's consolidated results of operations, financial condition or cash flows. 13 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included under Item 1. In addition, reference should be made to the Company's audited consolidated financial statements and notes thereto and related Management's Discussion and Analysis of Financial Condition and Results of Operations. BUSINESS COMBINATIONS The Company makes its decisions to acquire or invest in businesses based on financial and strategic considerations. PENDING ACQUISITIONS In November 1996, the Company signed a definitive agreement to acquire Alamo Rent-A-Car, Inc. and affiliated entities ("Alamo"), which are privately-owned, in merger transactions. Alamo is the fourth largest car rental company in the United States and operates a fleet of approximately 130,000 vehicles. Alamo operates in 42 states in the United States and has operations in 10 European countries and Canada. The transaction, which will be accounted for under the pooling of interests method of accounting, is subject to customary conditions including the receipt of all required regulatory approvals. It is contemplated that the Company will issue approximately 22,100,000 shares of the Company's common stock, par value $.01 per share ("Common Stock") in connection with the transaction. In June 1996, the Company signed a definitive agreement to acquire Continental Waste Industries, Inc. ("Continental") in a merger transaction. Continental provides integrated solid waste management services to residential, commercial and industrial customers primarily in the mid-south and eastern United States. Under the terms of the agreement, each share of common stock of Continental would be exchanged, on a tax-free basis, for .80 of a share of the Company's Common Stock. As of September 30, 1996, Continental had approximately 15,349,000 shares of common stock issued and outstanding. The transaction, which will be accounted for under the pooling of interests method of accounting, is subject to approval of Continental's shareholders and other customary closing conditions, including regulatory approvals. Certain shareholders of Continental, representing approximately 23% of Continental's outstanding common stock, have agreed to vote their shares in favor of the transaction and have granted to the Company irrevocable proxies to vote or to execute written consents with respect to their shares in favor of the transaction. In June 1996, the Company signed a definitive agreement to acquire Addington Resources, Inc. ("Addington") in a merger transaction. Addington provides integrated solid waste disposal services including landfill, collection and recycling services for cities and counties in the southeastern United States. Under the terms of the agreement, each share of common stock of Addington would be exchanged, on a tax-free basis, for .90 of a share of the Company's Common Stock. As of September 30, 1996, Addington had approximately 15,194,000 shares of common stock issued and outstanding. The transaction, which will be accounted for under the pooling of interests method of accounting, is subject to approval of Addington's shareholders and other customary closing conditions, including regulatory approvals. Six of Addington's shareholders, representing approximately 45% of Addington's outstanding common stock, have granted to the Company irrevocable proxies to and agreed to, vote or to execute written consents with respect to their shares in favor of the transaction. In May 1996, after approval by a special committee of disinterested members of the Company's Board of Directors, the Company signed a definitive agreement to acquire AutoNation Incorporated ("AutoNation"). AutoNation is a privately-owned company developing a chain of megastores for the sale of new and used vehicles and is partially owned by the Company's Co-Chief Executive Officers, and certain other officers and directors of the Company. The transaction, which will be accounted for under the purchase method of accounting, is subject to approval by the shareholders of the Company and other customary closing conditions including regulatory approvals. It is contemplated that the Company will issue approximately 17,647,000 shares of Common Stock in connection with the transaction. Due to the start-up nature of AutoNation's operations, this acquisition is expected to generate losses and consequently be dilutive to earnings per share until such time as the number of open stores and related revenue is sufficient to absorb the overhead and related start-up costs of AutoNation. Each of the above pending acquisitions is expected to close during the fourth quarter of 1996. COMPLETED ACQUISITIONS Significant businesses acquired through September 30, 1996 and accounted for under the pooling of interests method of accounting have been included retroactively in the financial statements as if the companies had operated as one entity since inception. Businesses acquired through September 30, 1996 and accounted for under the purchase method of accounting are included in the financial statements from the date of acquisition. In August 1996, the Company acquired all of the net assets of CarChoice, Inc. ("CarChoice"). CarChoice, which commenced operations in January 1995, is a developer and operator of used car superstores similar to those being developed by AutoNation. 14 15 In February 1996, the Company acquired, in merger transactions, all of the outstanding shares of capital stock of Incendere, Inc. and certain waste companies (collectively "Schaubach") controlled by Dwight C. Schaubach. Schaubach provides solid waste collection and recycling services to residential, commercial and industrial customers in southeastern Virginia and eastern North Carolina and provides transportation of medical waste throughout the Mid-Atlantic states. In February 1996, the Company acquired in merger transactions, all of the outstanding shares of capital stock of certain electronic security companies known as Denver Burglar Alarm ("Denver Alarm"). Denver Alarm provides installation, monitoring and maintenance services to residential and commercial customers throughout Colorado. The Company issued an aggregate of 9,707,664 shares of Common Stock to acquire CarChoice, Schaubach and Denver Alarm, all of which have been accounted for under the pooling of interests method of accounting. During the nine months ended September 30, 1996, the Company also acquired various other businesses in the solid waste and electronic security services industries which were immaterial to the Company. The aggregate purchase price paid by the company related to immaterial acquisitions accounted for under the purchase method of accounting was approximately $101,039,000 and consisted of cash and 8,474,286 shares of Common Stock. With respect to immaterial acquisitions accounted for under the pooling of interests method of accounting, the Company issued 8,318,800 shares of Common Stock. These acquisitions were not material in the aggregate and, consequently, prior period financial statements were not restated. In September 1996, the Company announced that the Agreement and Plan of Amalgamation, dated as of July 1, 1996 and amended as of July 15, 1996 (the "ADT Agreement") between Republic and ADT Limited ("ADT"), which provided for the acquisition of ADT by Republic, had been terminated by mutual agreement of the parties. In connection with the execution of the ADT Agreement, ADT granted to Republic a warrant (the "ADT Warrant") to purchase 15,000,000 common shares of ADT at a purchase price of $20 per share (which approximated fair market value) subject to certain anti-dilution adjustments. The warrant became exercisable upon the termination of the ADT Agreement and remains exercisable until March 1997. Pursuant to the terms of the warrant, ADT has granted to Republic certain registration rights with respect to the common shares of ADT issuable to Republic upon exercise of the warrant. RESULTS OF OPERATIONS REVENUE The Company's revenue from its collection operations consists of fees from residential, commercial and industrial customers. The Company's revenue from landfill operations is comprised primarily of tipping fees charged to third parties. The Company's revenue from its electronic security services business is primarily derived from monitoring contracts for security systems and fees charged for the sale and installation of such systems. The Company's revenue from its automotive retailing business consists primarily of sales of used vehicles. The following table presents revenue data from the Company's primary industry segments for the following periods:
Three Months Ended Nine Months Ended September 30, September 30, -------------------- ----------------------- 1996 1995 1996 1995 ---- ---- ---- ---- Solid waste services ...................... $ 113,436 $ 66,180 $ 314,200 $ 174,647 Electronic security services .............. 19,926 11,874 57,514 36,032 Automotive retailing ...................... 22,384 -- 51,657 -- --------- -------- --------- --------- $ 155,746 $ 78,054 $ 423,371 $ 210,679 ========= ======== ========= =========
The increases in revenue from the solid waste services segment for the three and nine months ended September 30, 1996 are primarily a result of the acquisition of Hudson Management Corporation and Envirocycle, Inc. (collectively, "HMC") in August 1995 and other businesses during the periods, as well as the expansion of the Company's existing businesses. The increases in revenue from the electronic security services segment for the three and nine months ended September 30, 1996 are principally a result of the addition of new monitoring accounts during the periods. Revenue from the Company's automotive retailing business during the three and nine months ended September 30, 1996 is a result of the acquisition of CarChoice in August 1996 which was accounted for under the pooling of interests method of accounting. CarChoice opened its first two used car megastores in December 1995 and May 1996. 15 16 OPERATING COSTS AND EXPENSES The following table sets forth the Company's total cost of operations and selling, general and administrative expenses as percentages of total revenue for the following periods:
Three Months Ended Nine Months Ended September 30, September 30, ------------------ ----------------- 1996 1995 1996 1995 ---- ---- ---- ---- Cost of operations ........................ 73% 69% 70% 67% Selling, general and administrative ....... 16% 23% 18% 23%
COST OF OPERATIONS Cost of operations for the Company's collection operations includes disposal, labor, fuel and equipment maintenance costs. Landfill cost of operations includes daily operating expenses, the legal and administrative costs of ongoing environmental compliance and site closure and post-closure costs. Certain direct landfill development costs, such as engineering, upgrading, cell construction and permitting costs, are capitalized and depleted based on consumed airspace. All indirect landfill development costs, such as executive salaries, general corporate overhead, public affairs and other corporate services are expensed as incurred. Cost of operations for the Company's electronic security services business primarily consists of the labor and equipment associated with the sale, installation and monitoring of security systems. Cost of operations for the Company's automotive retailing business primarily consists of the direct cost to acquire vehicles sold and their related reconditioning costs. Cost of operations was $113,566,000 and $297,616,000 for the three and nine month periods ended September 30, 1996, respectively, as compared to $53,921,000 and $140,152,000 for the same periods of the prior year. These increases reflect the Company's expanded operations through acquisitions of new businesses and growth of its existing businesses. The increases in costs of operations as percentages of revenue for the three and nine months ended September 30, 1996 are primarily due to start-up operating costs associated with the Company's automotive retailing business. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses were $24,139,000 and $76,744,000 for the three and nine month periods ended September 30, 1996, respectively, as compared to $17,645,000 and $49,294,000 for the same periods of the prior year. These increases primarily reflect the growth of the Company's business through the acquisitions of HMC and other businesses as well as start-up costs related to the Company's automotive retailing business. The decreases in selling, general and administrative expenses as percentages of revenue for the three and nine months ended September 30, 1996 are primarily due to the reduction of administrative expenses for acquired businesses and growth in revenue. Included in selling, general and administrative expenses for the three months ended September 30, 1996 are approximately $3,000,000 of transaction costs associated with the ADT Agreement which was terminated by mutual agreement of the parties on September 30, 1996. Upon terminating the ADT Agreement, the Company recorded the ADT Warrant at a value of approximately $5,670,000 based upon an option pricing model computation. The Company has recorded $3,000,000 of the $5,670,000 value attributed to the ADT Warrant as a credit to selling, general and administrative expenses for the three months ended September 30, 1996 to offset the transaction costs incurred in connection with the ADT Agreement as described above. The remaining value of the ADT Warrant totaling $2,670,000 has been included as a component of other income for the three months ended September 30, 1996. INTEREST AND OTHER INCOME Interest and other income increased to $7,102,000 and $13,083,000 for the three and nine month periods ended September 30, 1996, respectively, from $1,717,000 and $2,770,000 for the comparable periods in 1995. These increases are due to the increase in interest income from the Company's cash investments resulting from the proceeds from sales of Common Stock in 1996 and 1995 and interest income on advances to AutoNation. Also included in other income for the three and nine months ended September 30, 1996 is the $2,670,000 value attributed to the ADT Warrant in excess of the ADT transaction costs as described above. 16 17 INTEREST EXPENSE Interest expense was $513,000 and $2,324,000 for the three and nine month periods ended September 30, 1996, respectively, as compared to $1,264,000 and $4,263,000 for the comparable periods in 1995. The decreases are due to a reduction in average borrowings outstanding during the periods. INCOME TAXES The Company's provision for income taxes is based upon the Company's anticipated annual effective income tax rate. The Company's effective income tax rates for the three and nine months ended September 30, 1996 decreased to 35.1% and 36.5% respectively, from 44.0% and 44.4% respectively, for the same periods of the prior year. Such decreases are due to fluctuations associated with varying effective income tax rates of businesses acquired and accounted for under the pooling of interests method of accounting. The Company anticipates its effective income tax rates will fluctuate in future periods as a result of future business combinations, particularly those accounted for under the pooling of interests method of accounting. LANDFILL AND ENVIRONMENTAL MATTERS The Company provides for accrued landfill and environmental costs which include landfill site closure and post-closure costs. Landfill site closure and post-closure costs include estimated costs to be incurred for final closure of the landfills and estimated costs for providing required post-closure monitoring and maintenance of landfills. These costs are accrued based on consumed airspace. The Company estimates its future cost requirements for closure and post-closure monitoring and maintenance for its solid waste facilities based on its interpretation of the technical standards of the EPA's Subtitle D Regulations. These estimates do not take into account discounts for the present value of such total estimated costs. Environmental costs are accrued by the Company through a charge to income in the period such liabilities become probable and can be reasonably estimated. The Company periodically reassesses its methods and assumptions used to estimate such accruals for landfill and environmental costs and adjusts such accruals accordingly. The factors considered in reassessing its methods and assumptions include, but are not limited to, changing regulatory requirements, the effects of inflation, changes in operating climates in the regions in which the Company's facilities are located and the expectations regarding costs of securing environmental services. DISCONTINUED OPERATIONS In April 1995, the Company spun-off its hazardous waste services segment, Republic Environmental Systems, Inc.("RESI"), now known as International Alliance Services, Inc., to the Company's shareholders. The Company has had no direct ownership interest in RESI since the spin-off. The hazardous waste services segment of the Company's business has been accounted for as a discontinued operation in the accompanying Unaudited Condensed Consolidated Financial Statements. FINANCIAL CONDITION At September 30, 1996, the Company had $154,826,000 in cash and $250,000,000 of availability under its credit facility. In addition, in November 1996, the Company sold approximately 12,080,000 shares of Common Stock in a private placement transaction resulting in net proceeds of $353,000,000. The Company believes that its financial condition is strong and that it has the financial resources necessary to meet its anticipated financing needs. WORKING CAPITAL Working capital at September 30, 1996 amounted to $246,129,000 as compared to $144,329,000 at December 31, 1995. The increase in working capital primarily results from the May 1996 sale of 9,878,400 shares of Common Stock in a private placement transaction resulting in net proceeds of $197,583,000. The Company believes working capital may decline during the remainder of 1996 and 1997 to lower levels as additional capital is used for the continued expansion of the Company's existing businesses and the development of the AutoNation business. Accounts receivable at September 30, 1996 were $62,424,000 as compared to $38,092,000 at December 31, 1995. The increase is primarily attributed to various business acquisitions and expansion of the Company's existing businesses. 17 18 Inventory at September 30, 1996 amounted to $27,954,000 as compared to $14,924,000 at December 31, 1995. The increase is primarily attributed to increases in vehicle inventory associated with the May 1996 opening of a used car megastore by CarChoice. Other current assets at September 30, 1996 were $126,296,000 as compared to $7,323,000 at December 31, 1995. The increase is primarily due to approximately $112,900,000 in advances made to AutoNation during the nine months ended September 30, 1996. In May 1996, in connection with the execution of the definitive agreement which provides for the acquisition of AutoNation, the parties also entered into a loan agreement (the "AutoNation Loan Agreement") whereby the Company has agreed to provide a line-of-credit to AutoNation for the development of new and used car megastores until consummation of the acquisition of AutoNation. Advances under the AutoNation Loan Agreement bear interest at LIBOR plus 2% and mature June 30, 1997. Additionally, advances are secured by the common stock of AutoNation's principal operating subsidiary, all trademarks and intellectual property of AutoNation and, until consummation of the Company's merger with AutoNation, AutoNation's remaining shareholder subscription commitments which commitments approximate $28,000,000. Also included in other current assets at September 30, 1996 is the value assigned to the ADT Warrant totaling $5,670,000 as previously discussed. Accrued liabilities at September 30, 1996 were $62,767,000 as compared to $24,431,000 at December 31, 1995. The increase is primarily attributed to various business acquisitions and expansion of the Company's existing businesses. Current maturities of long-term debt increased to $18,805,000 at September 30, 1996 from $11,996,000 at December 31, 1995. The increase is primarily attributed to an increase in vehicle floorplan financing associated with the Company's two used car megastores. PROPERTY AND EQUIPMENT Property and equipment increased to $457,976,000 at September 30, 1996 from $293,734,000 at December 31, 1995. The increase is attributed primarily to various business acquisitions and increased capital expenditures resulting from expansion of the Company's existing businesses. INVESTMENT IN SUBSCRIBER ACCOUNTS Investment in subscriber accounts represents certain capitalized costs associated with the installation of new electronic security systems and the cost of acquired subscriber accounts. Investment in subscriber accounts increased $42,856,000 during the nine months ended September 30, 1996 due to growth in electronic security system installations and acquisitions of subscriber accounts. INTANGIBLE ASSETS Intangible assets increased $90,177,000 during the nine months ended September 30, 1996 as a result of the acquisition of various businesses accounted for under the purchase method of accounting during the period. DEFERRED REVENUE Deferred revenue consists primarily of proceeds from the factoring of electronic security monitoring contracts by one of the Company's acquired security businesses. The use of factoring was discontinued by the Company subsequent to the date of acquisition in November 1995. Deferred revenue, net of current portion, decreased to $9,794,000 at September 30, 1996 from $18,012,000 at December 31, 1995. Such decrease is a result of revenue recognition from previously factored monitoring contracts over the remaining term of the contracts which expire through 1998. SHAREHOLDERS' EQUITY Shareholders' equity increased $341,356,000 during the nine months ended September 30, 1996 primarily due to the May 1996 sale of Common Stock and the acquisition of various businesses during the period. CASH FLOWS Cash and cash equivalents decreased by $9,746,000 during the nine months ended September 30, 1996. The major components of this change are discussed below. 18 19 CASH FLOWS FROM OPERATING ACTIVITIES The Company's net cash flows from operating activities increased during the nine months ended September 30, 1996 primarily as a result of various business acquisitions and expansion of the Company's existing businesses. CASH FLOWS FROM INVESTING ACTIVITIES The Company made capital expenditures of approximately $77,538,000 during the nine months ended September 30, 1996 which included the purchase of equipment, normal replacement of older equipment and expansion of landfill sites. The Company also made capital expenditures of approximately $24,943,000 during the nine months ended September 30, 1996 related to the expansion of its electronic security services business through installations of new monitoring systems and acquisitions of subscriber accounts. In addition, during the nine months ended September 30, 1996, the Company advanced $112,900,000 to AutoNation under the AutoNation Loan Agreement as previously discussed. The Company expects capital expenditures to increase substantially during the remainder of 1996 and in the foreseeable future due to the development of the AutoNation business as well as continued internal growth of existing businesses and pending acquisitions. In addition, management anticipates continuing to make capital expenditures for equipment, upgrading existing equipment and facilities, the construction of new airspace at landfill sites and the installation of new security systems. CASH FLOWS FROM FINANCING ACTIVITIES Cash flows from financing activities for the nine months ended September 30, 1996 primarily consist of $197,583,000 in net cash proceeds from the May 1996 sale of Common Stock. Proceeds from this sale as well as remaining proceeds from 1995 sales of Common Stock were used to repay indebtedness assumed in business combinations. 19 20 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 27.1 Financial Data Schedule (For SEC use only) (b) Reports on Form 8-K : Form 8-K as amended by Form 8-K/A, dated July 1, 1996 reporting the signing of the definitive agreement to combine ADT Limited ("ADT") and Republic and the grant to Republic of a warrant to acquire 15,000,000 shares of ADT if the agreement is terminated for any reason. Form 8-K dated July 16, 1996 reporting the amendment to the agreement to combine ADT and Republic. Form 8-K dated September 30, 1996 reporting the termination of the ADT agreement and reporting certain financial information. 20 21 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant, Republic Industries, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REPUBLIC INDUSTRIES, INC. Date: November 14, 1996 By: /s/ Michael S. Karsner ---------------------------------------- Michael S. Karsner Senior Vice President and Chief Financial Officer (Principal Financial Officer) 21 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 1 U.S. DOLLARS 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 1 154,826 0 67,062 4,638 27,954 380,899 457,976 126,385 986,865 134,770 0 0 0 1,910 789,994 986,865 423,371 423,371 297,616 297,616 0 0 2,324 59,770 21,816 37,954 0 0 0 37,954 .17 .17
EX-27.2 3 FINANCIAL DATA SCHEDULE
5 U.S. DOLLARS 9-MOS DEC-31-1995 JAN-01-1995 SEP-30-1995 1 164,572 0 40,651 2,559 14,924 228,668 293,734 88,785 582,466 84,339 0 0 0 1,618 448,930 582,466 210,679 210,679 140,152 140,152 0 0 4,263 19,740 8,774 10,966 508 0 0 11,474 .10 .10
-----END PRIVACY-ENHANCED MESSAGE-----