SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 29, 2021
Republic Services, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
|(Commission File Number)||(IRS Employer Identification No.)|
|18500 North Allied Way|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (480) 627-2700
(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
TABLE OF CONTENTS
|Item 7.01 Regulation FD Disclosure.|
Item 2.02 Results of Operations and Financial Condition.
On July 29, 2021, 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, 2021. 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 2021 Adjusted Earnings Per Share and Adjusted Free Cash Flow Guidance
Our guidance is based on current economic conditions and assumes continued gradual improvement in economic activity through the remainder of 2021.
The Company raised its full-year diluted earnings per share guidance and expects to be in a range of $3.91 to $3.96 and adjusted diluted earnings per share is expected to be in a range of $4.00 to $4.05. Adjusted diluted earnings per share excludes the impact of restructuring charges, (loss) gain on business divestitures, net of impairments, and accelerated vesting of compensation expense for the transition of our chief executive officer.
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 $2,650 million to $2,700 million for the full year. Adjusted free cash flow for 2021 is expected to be in a range of $1,450 million to $1,475 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 $1,230 million to $1,255 million, plus proceeds from the sale of property and equipment of $15 million and is exclusive of cash paid for restructuring activities of approximately $15 million, 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.
Item 8.01 Other Events.
On July 29, 2021, the Company issued a press release announcing that its board of directors approved an increase in the quarterly dividend from $0.425 per share to $0.46 per share, which represents an increase of approximately 8 percent. A copy of this press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|Press release of Republic Services, Inc. issued July 29, 2021 to announce the financial results for the three and six months ended June 30, 2021.|
|Press release of Republic Services, Inc. issued July 29, 2021 to announce the board of directors' approval of an 8 percent increase in the Company's regular quarterly dividend to $0.46 per share.|
|104||Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.|
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.|
|Date:||July 29, 2021||By:|
/s/ BRIAN DELGHIACCIO
|Executive Vice President,|
Chief Financial Officer
(Principal Financial Officer)
|Date:||July 29, 2021||By:||/s/ BRIAN A. GOEBEL|
|Brian A. Goebel|
|Vice President and|
Chief Accounting Officer
(Principal Accounting Officer)