<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 3, 1997
----------------
REPUBLIC INDUSTRIES, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-13107 73-1105145
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(Commission (IRS Employer
File Number) Identification No.)
110 SE 6th Street
Ft. Lauderdale, FL 33301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 713-5200
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450 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
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(Former name or former address, if changed since last report)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
On October 3, 1997 Republic Industries, Inc. (the "Company") completed the
previously announced sale of substantially all of the assets of its electronic
security services business segment (the "Security Services Assets") to Ameritech
Corporation ("Ameritech") pursuant to an Asset Purchase Agreement among the
Company, Republic Security Companies Holding Co., Inc., Republic Security
Companies Holding Co. II, Inc., Ameritech and Ameritech Monitoring Services,
Inc. dated as of September 26, 1997 (the "Agreement"). Pursuant to the
Agreement, the Company sold its Security Services Assets to Ameritech in
exchange for cash in the amount of approximately $610 million plus assumption of
certain liabilities.
The description contained herein of the sale of the Company's Security Services
Assets is qualified in its entirety by reference to the Agreement, which is
attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(b) The pro forma financial information required by this Item 7(b)
is incorporated by reference to the unaudited condensed
consolidated pro forma financial statements included in Exhibit
99 attached hereto.
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index
set forth elsewhere herein.
<PAGE> 3
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 INDUSTRIES, INC.
By: /s/ Michael S. Karsner
--------------------------------
Michael S. Karsner
Senior Vice President and
Chief Financial Officer
Date: November 3, 1997
<PAGE> 4
REPUBLIC INDUSTRIES, INC.
EXHIBIT INDEX
Number and
Description of Exhibit
- ----------------------
2.1 Asset Purchase Agreement, dated as of September 26, 1997,
among Republic Industries, Inc., Republic Security Companies
Holding Co., Inc., Republic Security Companies Holding Co. II,
Inc., Ameritech Corporation and Ameritech Monitoring Services,
Inc. (incorporated by reference from Exhibit 2.1 to the
Company's Current Report on Form 8-K dated October 3, 1997)
99* Financial Information
- --------------------
*Filed herewith.
<PAGE> 1
EXHIBIT 99
INDEX TO FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
PRO FORMA FINANCIAL INFORMATION
Unaudited Condensed Consolidated Pro Forma Financial Statements................ F-2
Unaudited Condensed Consolidated Pro Forma Statement
of Operations for the Six Months Ended June 30, 1997......................... F-3
Unaudited Condensed Consolidated Pro Forma Statement of Operations
for the Year Ended December 31, 1996......................................... F-4
Notes to Unaudited Condensed Consolidated Pro Forma Financial Statements....... F-5
</TABLE>
F-1
<PAGE> 2
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS
REPUBLIC INDUSTRIES, INC., AUTONATION INCORPORATED, ED MULLINAX, INC.,
GRUBB AUTOMOTIVE, KENDALL AUTOMOTIVE GROUP, AAA DISPOSAL SERVICE, INC.,
YORK WASTE DISPOSAL, INC., SHAD MANAGEMENT COMPANY,
BANKSTON AUTOMOTIVE GROUP, JOHN LANCE COMPANY,
VALUE RENT-A-CAR, INC., COURTESY AUTO GROUP AND SNAPPY CAR RENTAL, INC.
The following Unaudited Condensed Consolidated Pro Forma Financial
Statements present the pro forma results of operations of the Company assuming
various acquisitions, equity transactions and the October 1997 disposition of
the Company's electronic security services division had occurred as of January
1, 1996.
The following Unaudited Condensed Consolidated Pro Forma Financial
Statements include the supplemental consolidated financial statements of
Republic Industries, Inc. and subsidiaries (the "Company") which include the
results of operations of Silver State Disposal Service, Inc. ("Silver State")
which the Company acquired in August 1997 and De La Cruz Auto Group ("De La
Cruz") which the Company acquired in July 1997. These transactions have been
accounted for under the pooling of interests method of accounting and,
accordingly, the Company's supplemental consolidated financial statements have
been retroactively adjusted as if the Company, Silver State and De La Cruz had
operated as one entity since inception. The supplemental consolidated financial
statements also include the results of operations of The Pierce Corporation
("Pierce") which the Company acquired in June 1997, Flemington Car and Truck
Country and certain related dealerships ("Flemington"), Spirit Rent-A-Car, Inc.
("Spirit"), Chesrown Automotive Group ("Chesrown") and Bledsoe Dodge, Inc.
("Bledsoe") which the Company acquired in May 1997, National Car Rental System,
Inc. ("National"), Maroone Automotive Group ("Maroone"), Wallace Automotive
Group ("Wallace") and Taormina Industries, Inc. ("Taormina") which the Company
acquired in February 1997 and Carlisle Motors, Inc. ("Carlisle") which the
Company acquired in January 1997. These transactions have been accounted for
under the pooling of interests method of accounting and, accordingly, the
Company's historical consolidated financial statements have previously been
restated as if the Company, Pierce, Flemington, Spirit, Chesrown, Blesdoe,
National, Maroone, Wallace, Taormina and Carlisle had operated as one entity
since inception.
In October 1997, the Company completed the sale of its electronic security
services division to Ameritech Corporation for cash proceeds of approximately
$610.0 million resulting in a gain of approximately $250.0 million after
income taxes to be recorded in the fourth quarter of 1997. See the Unaudited
Condensed Consolidated Pro Forma Balance Sheet as of June 30, 1997 included in
the Registrant's Current Report on Form 8-K dated September 15, 1997 for the pro
forma effect of acquisitions on the Company's financial position.
The following Unaudited Condensed Consolidated Pro Forma Statements of
Operations for the six months ended June 30, 1997 and for the year ended
December 31, 1996 present the pro forma results of operations of the Company as
if the acquisitions of Value Rent-A-Car, Inc. ("Value") and Courtesy Auto Group
("Courtesy") which the Company acquired in July 1997 and Snappy Car Rental, Inc.
("Snappy") which the Company acquired in August 1997, as well as the
acquisitions of AutoNation Incorporated ("AutoNation"), Ed Mullinax, Inc. and
subsidiaries ("Mullinax") and Grubb Automotive ("Grubb"), which were acquired in
January 1997; Kendall Automotive Group ("Kendall"), AAA Disposal Service, Inc.
("AAA"), York Waste Disposal, Inc. ("York"), which were acquired in February
1997; Shad Management Company ("Shad") and Bankston Automotive Group
("Bankston") which were acquired in May 1997 and the John Lance Company
("Lance") which was acquired in June 1997 had been consummated as of January 1,
1996. The pro forma results of operations exclude the results of operations of
the Company's electronic security services division as if the disposition of
such division had been consummated as of January 1, 1996. The pro forma
statement of operations for the year ended December 31, 1996 also contains pro
forma adjustments related to certain equity transactions in 1996 and 1997 which
resulted in net proceeds to the Company of approximately $1.1 billion (the
"Equity Transactions").
The unaudited pro forma income per common and common equivalent share is
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 the unaudited pro forma
income per common and common equivalent share, the Company utilizes the treasury
stock method. Primary income per share is not presented as it does not
significantly differ from fully diluted income per share.
These Unaudited Condensed Consolidated Pro Forma Financial Statements
should be read in conjunction with the Unaudited Condensed Consolidated Pro
Forma Financial Statements included under Exhibit 99 to the Registrant's Current
Report on Form 8-K dated September 15, 1997 as well as the respective historical
and supplemental consolidated or combined financial statements and notes thereto
of the Company, Silver State, De La Cruz, Pierce, Flemington, Spirit, Chesrown,
Bledsoe, AutoNation, Mullinax, Grubb, Kendall, AAA, York, Shad, Bankston, Lance,
Value, Courtesy and Snappy. These Unaudited Condensed Consolidated Pro Forma
Financial Statements were prepared utilizing the accounting policies of the
respective entities as outlined in their historical financial statements except
as described in the accompanying notes. The acquisitions of AutoNation,
Mullinax, Grubb, Kendall, York, Shad, Bankston, Lance, Value, Courtesy and
Snappy have been accounted for under the purchase method of accounting.
Accordingly, the Unaudited Condensed Consolidated Pro Forma Financial Statements
reflect the Company's preliminary allocations of the purchase prices of such
acquisitions which will be subject to further adjustments as the Company
finalizes the allocations of the purchase prices in accordance with generally
accepted accounting principles. The acquisition of AAA has been accounted for
under the pooling of interests method of accounting and, accordingly, has been
included in the Company's historical results of operations for the six months
ended June 30, 1997. Such acquisition was not material and consequently prior
period financial statements have not been restated and pro forma statements of
operations for 1995 and 1994 have not been included herein. The unaudited
condensed consolidated pro forma results of operations do not necessarily
reflect actual results which would have occurred if the acquisitions, the Equity
Transactions or the disposition had taken place on the assumed dates, nor are
they necessarily indicative of the results of future combined operations.
F-2
<PAGE> 3
REPUBLIC INDUSTRIES, INC.,
AUTONATION INCORPORATED, GRUBB AUTOMOTIVE,
KENDALL AUTOMOTIVE GROUP, YORK WASTE DISPOSAL, INC.,
SHAD MANAGEMENT COMPANY, BANKSTON AUTOMOTIVE GROUP,
JOHN LANCE COMPANY, VALUE RENT-A-CAR, INC., COURTESY AUTO GROUP
AND SNAPPY CAR RENTAL, INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(In millions, except per share data)
<TABLE>
<CAPTION>
SUPPLEMENTAL
REPUBLIC AUTONATION(1) GRUBB(2) KENDALL(2) YORK(2) SHAD(3) BANKSTON(3) LANCE(4) VALUE
--------- ------------- -------- --------- ------ ------ ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue $4,308.4 $ 14.2 $42.0 $69.6 $ 6.9 $45.6 $87.0 $31.0 $ 97.0
Expenses:
Cost of operations 3,571.7 15.1 37.8 63.1 5.2 40.3 75.7 26.6 80.8
Selling, general and
administrative 575.7 8.9 3.8 5.4 .9 4.9 10.4 3.0 24.8
Restructuring and
merger expenses 94.1 -- -- -- -- -- -- -- --
Other (income) expense:
Interest and other income (117.5) -- (.2) (.2) (.1) (.1) (.5) (.1) (.1)
Interest expense 10.2 1.1 -- .3 .1 -- .2 -- 3.7
-------- ------ ----- ----- ----- ----- ----- ----- ------
4,134.2 25.1 41.4 68.6 6.1 45.1 85.8 29.5 109.2
-------- ------ ----- ----- ----- ----- ----- ----- ------
Income (loss) before
income taxes 174.2 (10.9) .6 1.0 .8 .5 1.2 1.5 (12.2)
Provision for income taxes 63.3 -- -- -- -- -- -- -- --
-------- ------ ----- ----- ----- ----- ----- ----- ------
Income (loss) from
continuing operations $ 110.9 $(10.9) $ .6 $ 1.0 $ .8 $ .5 $ 1.2 $ 1.5 $(12.2)
======== ====== ===== ===== ===== ===== ===== ===== ======
Fully-diluted:
Income from continuing
operations per share $ .27
========
Weighted average shares
outstanding 413.4 17.5 4.0 1.2 1.1 .5 1.4 .8 3.4
======== ====== ===== ===== ===== ===== ===== ===== ======
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
-------------------------
COURTESY SNAPPY COMBINED DR. CR. PRO FORMA
---------- ------------- ------------ ---------- ---------- ------------
<S> <C> <C> <C>
Revenue $86.2 $49.6 $4,837.5 $54.6 (g) $4,782.9
Expenses:
Cost of operations 74.4 41.8 4,032.5 2.7 (c) $24.4 (g) 4,010.8
Selling, general and
administrative 11.4 7.7 656.9 20.4 (g) 636.5
Restructuring and
merger expenses -- -- 94.1 94.1
Other (income) expense:
Interest and other income -- (.8) (119.6) .1 (g) (119.5)
Interest expense -- .9 16.5 16.5
----- ----- -------- ----- ----- --------
85.8 49.6 4,680.4 2.8 44.8 4,638.4
----- ----- -------- ----- ----- --------
Income (loss) before
income taxes .4 -- 157.1 57.4 44.8 144.5
Provision for income taxes -- -- 63.3 7.3 (e) 52.4
3.6 (g)
----- ----- -------- ----- ----- --------
Income (loss) from
continuing operations $ .4 $ -- $ 93.8 $57.4 $55.7 $ 92.1
===== ===== ======== ===== ===== ========
Fully-diluted:
Income per share from
continuing operations $ .22
========
Weighted average shares
outstanding 1.4 1.0 445.7 (22.0)(f) 423.7
===== ===== ======== ===== ========
- ---------------------
(1) Represents the pre-acquisition results of operations for the month of January 1997.
(2) Represents the pre-acquisition results of operations for the months of January and
February 1997.
(3) Represents the pre-acquisition results of operations for the months
January through April 1997.
(4) Represents the pre-acquisition results of operations for the months
January through May 1997.
</TABLE>
The accompanying notes are an integral part of these statements.
F-3
<PAGE> 4
REPUBLIC INDUSTRIES, INC.,
AUTONATION INCORPORATED, ED MULLINAX, INC.,
GRUBB AUTOMOTIVE, KENDALL AUTOMOTIVE GROUP,
AAA DISPOSAL SERVICE, INC., YORK WASTE DISPOSAL, INC.,
SHAD MANAGEMENT COMPANY, BANKSTON AUTOMOTIVE GROUP,
JOHN LANCE COMPANY, VALUE RENT-A-CAR, INC., COURTESY AUTO GROUP
AND SNAPPY CAR RENTAL, INC.
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(In millions, except per share data)
<TABLE>
<CAPTION>
SUPPLEMENTAL
REPUBLIC AUTONATION MULLINAX GRUBB KENDALL AAA YORK SHAD BANKSTON(1) LANCE VALUE
--------- ---------- -------- ------ ------- ----- ----- ----- -------- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue $6,179.9 $ 31.5 $659.0 $440.0 $405.8 $32.4 $39.3 $92.4 $ 285.7 $65.7 $ 173.8
Expenses:
Cost of operations 5,103.3 42.8 589.8 384.8 367.1 23.7 31.8 82.8 247.2 56.0 142.4
Selling, general and
administrative 950.5 38.5 54.5 46.9 34.3 5.1 4.6 9.4 32.7 7.8 44.2
Restructuring and merger
expenses 38.3 -- -- -- -- -- -- -- -- -- --
Other (income) expense:
Interest and other income (37.0) -- -- (2.0) (.7) (.2) (.3) (.2) -- (.1) 1.8
Interest expense 45.9 5.6 .9 4.3 1.3 .5 .7 -- 2.5 -- 6.6
-------- ------ ------ ------ ------ ----- ----- ----- ------- ----- -------
6,101.0 86.9 645.2 434.0 402.0 29.1 36.8 92.0 282.4 63.7 195.0
-------- ------ ------ ------ ------ ----- ----- ----- ------- ----- -------
Income (loss) before
income taxes and
extraordinary charge 78.9 (55.4) 13.8 6.0 3.8 3.3 2.5 .4 3.3 2.0 (21.2)
Provision for income taxes 63.1 -- -- -- -- -- -- .4 .1 -- --
-------- ------ ------ ------ ------ ----- ----- ----- ------- ----- -------
Income (loss) from
continuing operations
before extraordinary
charge 15.8 $(55.4) $ 13.8 $ 6.0 $ 3.8 $ 3.3 $ 2.5 $ -- $ 3.2 $ 2.0 $ (21.2)
======== ====== ====== ====== ====== ===== ===== ===== ======= ===== =======
Fully-diluted:
Income from continuing
operations per share
before extraordinary
charge $ .05
========
Weighted average shares
outstanding 344.1 17.5 3.6 4.0 1.2 2.9 1.1 .5 1.4 .8 3.4
======== ====== ====== ====== ====== ===== ===== ===== ====== ===== =======
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
-------------------------
COURTESY SNAPPY COMBINED DR. CR. PRO FORMA
---------- ---------- ----------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Revenue $ 186.2 $ 91.4 $8,683.1 $85.3 (g) $8,597.8
Expenses:
Cost of operations 165.3 80.5 7,317.5 14.7 (c) $ 46.5 (d) 7,246.8
1.6 (a)
37.3 (g)
Selling, general and
administrative 20.3 15.8 1,264.6 33.5 (g) 1,231.1
Restructuring and merger
expenses -- -- 38.3 38.3
Other (income) expense:
Interest and other income (2.1) (1.4) (42.2) 5.6 (b) (36.1)
.5 (g)
Interest expense .4 1.3 70.0 63.9 (d) --
5.6 (b)
.5 (g)
-------- -------- -------- ------- ------- --------
183.9 96.2 8,648.2 20.8 188.9 8,480.1
-------- -------- -------- ------- ------- --------
Income (loss) before
income taxes and
extraordinary charge 2.3 (4.8) 34.9 106.1 188.9 117.7
Provision for income taxes -- (2.4) 61.2 21.6 (e) 6.1 (g) 76.7
-------- -------- -------- ------- ------- --------
Income (loss) from
continuing operations
before extraordinary
charge $ 2.3 $ (2.4) $ (26.3) $ 127.7 $ 195.0 $ 41.0
======== ======== ======== ======= ======= ========
Fully-diluted:
Income from continuing
operations per share
before extraordinary charge $ .10
========
Weighted average shares
outstanding 1.4 1.0 382.9 25.8 (f) 408.7
======== ======== ======== ======= ========
- ------------------
(1) Represents the fiscal year ended March 31, 1997.
</TABLE>
The accompanying notes are an integral part of these statements.
F-4
<PAGE> 5
REPUBLIC INDUSTRIES, INC., AUTONATION INCORPORATED,
ED MULLINAX, INC., GRUBB AUTOMOTIVE, KENDALL AUTOMOTIVE GROUP,
AAA DISPOSAL SERVICE, INC., YORK WASTE DISPOSAL, INC., SHAD MANAGEMENT COMPANY,
BANKSTON AUTOMOTIVE GROUP, JOHN LANCE COMPANY,
VALUE RENT-A-CAR, INC., COURTESY AUTO GROUP AND SNAPPY CAR RENTAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL STATEMENTS
(a) Represents an entry to conform the inventory accounting policies of
acquired companies from LIFO to the specific identification method.
(b) Represents an entry to eliminate interest on advances from the Company to
AutoNation.
(c) Represents an adjustment to record amortization, on a straight-line basis,
of the intangible assets resulting from the preliminary purchase price
allocations of AutoNation, Mullinax (1996 only), Grubb, Kendall, York,
Shad, Bankston, Lance, Value, Courtesy and Snappy. Intangible assets
resulting from these purchases are being amortized over a 40 year life
which approximates the estimated useful life.
(d) Represents the assumed interest savings on the payoff of a portion of the
existing indebtedness outstanding as of January 1, 1996 of the combined
entity with the proceeds from the 1996 and 1997 Equity Transactions which
are also assumed to have occurred as of January 1, 1996.
(e) Represents the incremental change in the combined entity's provision for
income taxes as a result of the pre-tax income (loss) of AutoNation,
Mullinax, Grubb, Kendall, York, AAA, Shad, Bankston, Lance, Value,
Courtesy and Snappy and all pro forma adjustments as described above.
(f) Includes the weighted average effect of shares issued in the acquisitions
and/or the 1996 and 1997 Equity Transactions.
(g) Represents an entry to exclude the operating results of the Company's
electronic security services division.
F-5
