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): July 31, 2023
Republic Services, Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
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| Delaware | | 1-14267 | | 65-0716904 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 18500 North Allied Way | | |
| Phoenix, | Arizona | | 85054 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (480) 627-2700
Not Applicable
(Former name or former address, if changed 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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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: | | | | | | | | |
| Title of Each Class | Trading Symbol | Name of exchange on which registered |
| Common Stock, par value $0.01 per share | RSG | New York Stock Exchange |
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 |
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TABLE OF CONTENTS | | | | | | | | | | | |
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Item 7.01 Regulation FD Disclosure | | | |
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| EX-99.1 |
| EX-104 |
Item 2.02 Results of Operations and Financial Condition.
On July 31, 2023, Republic Services, Inc. (the Company) issued a press release containing information about the Company’s financial results for the three and six months ended June 30, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Full-Year 2023 Adjusted Diluted Earnings Per Share and Adjusted Free Cash Flow Guidance
Our guidance is based on current economic conditions.
The Company raised its full-year diluted earnings per share guidance and expects to be in a range of $5.17 to $5.22 and adjusted diluted earnings per share is expected to be in a range of $5.33 to $5.38. Adjusted diluted earnings per share excludes the impact of restructuring charges and US Ecology acquisition integration and deal costs.
We believe that the presentation of adjusted diluted earnings per share provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs, and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definition of adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies.
Cash provided by operating activities is expected to be in a range of $3,495 million to $3,540 million for the full year. Adjusted free cash flow for 2023 is expected to be in a range of $1,900 million to $1,925 million. Adjusted free cash flow consists of cash provided by operating activities, less property and equipment received, which is expected to be in a range of $1,670 million to $1,690 million, plus proceeds from the sale of property and equipment of approximately $20 million, and is exclusive of cash paid for restructuring activities and US Ecology acquisition integration and deal costs of approximately $30 million and $25 million, respectively, net of tax.
We believe that presenting adjusted free cash flow guidance provides useful information regarding our recurring cash provided by operating activities after certain expenditures or recoveries. It also demonstrates our ability to execute our financial strategy and is a key metric we use to determine compensation. The presentation of adjusted free cash flow has material limitations. Adjusted free cash flow does not represent our cash flow available for discretionary expenditures because it excludes certain expenditures that are required or to which we have committed, such as debt service requirements and dividend payments. Our definition of adjusted free cash flow may not be comparable to similarly titled measures presented by other companies.
For a reconciliation of adjusted diluted earnings per share to diluted earnings per share and adjusted free cash flow to cash provided by operating activities, see page 14 and page 15 of the press release included as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits | | | | | | | | |
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| Exhibit No. | | Description |
| | Press release of Republic Services, Inc. issued July 31, 2023 to announce the financial results for the three and six months ended June 30, 2023. |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | | | | | | | | | | | |
| | REPUBLIC SERVICES, INC. |
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| Date: | July 31, 2023 | By: | /s/ BRIAN DELGHIACCIO |
| | | Brian DelGhiaccio |
| | | Executive Vice President,
Chief Financial Officer
(Principal Financial Officer) |
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| Date: | July 31, 2023 | By: | /s/ BRIAN A. GOEBEL |
| | | Brian A. Goebel |
| | | Vice President and
Chief Accounting Officer
(Principal Accounting Officer) |
