SOURCE: Rural/Metro Corporation

September 15, 2008 08:00 ET

Rural/Metro Reports Fiscal 2008 Fourth Quarter and Full Year Financial Results

$7.0 Million Voluntary Principal Payment Made to Reduce Term Loan B Debt

SCOTTSDALE, AZ--(Marketwire - September 15, 2008) - Rural/Metro Corporation (NASDAQ: RURL)

Highlights:

--  Revenue up 10.1% to $125.9 million in fourth quarter; up 8.0% to
    $487.5 million for full year
--  Earnings Before Interest, Taxes, Depreciation and Amortization
    (EBITDA) from continuing operations up to $14.7 million in fourth quarter;
    up to $53.7 million for full year
--  Net income of $4.1 million for the full year, compared to prior-year
    net loss of $1.0 million; net income of $1.5 million for the fourth
    quarter, compared to prior-year net loss of $1.2 million
--  Average Patient Charge (APC) for the fourth quarter was $367 per
    transport, an increase of $32 per transport when compared to the prior
    year.  APC for the full year was $354, compared to APC of $337 for the
    prior year.
--  Days' Sales Outstanding (DSO) for the fourth quarter was 60 days,
    representing a 5-day improvement when compared to the prior year
--  Company takes action on Shareholder Rights Plan
    

Rural/Metro Corporation (NASDAQ: RURL) announced results today for its fiscal 2008 fourth quarter and full year ended June 30, 2008, reporting steady growth in net revenue, continuing profitability and consistent improvements in operating margins.

Jack Brucker, President and Chief Executive Officer, said, "We believe our long-term commitment to growing the business, improving margins and sustaining strong operating cash flow is reflected in our fiscal 2008 results. Our strategies target each of these areas and have driven solid growth in revenue, EBITDA and cash collections throughout the fiscal year."

The Company today made a $7.0 million voluntary principal payment to further reduce the balance of its senior secured Term Loan B to $71.0 million, for a total reduction of $64.0 million since the loan's inception in March 2005. "Our focus on reducing debt through voluntary principal payments supports our strong commitment to deleveraging the balance sheet and enhancing long-term value for our stockholders," Mr. Brucker said.

Shareholder Rights Plan

The Company also announced today that in accordance with the settlement agreement entered into prior to the annual meeting of stockholders held in March 2008, the Board of Directors has reviewed the anti-takeover provisions contained in the Company's Certificate of Incorporation. The Board has concluded that certain of these provisions should be reduced or eliminated and has directed the Company to present such proposals at its upcoming fiscal 2008 annual meeting of stockholders.

In light of these proposals and the Company's ongoing analysis of change-in-ownership rules under Section 382 of the U.S. Internal Revenue Code ("Section 382"), the Board also took protective action to amend the Company's Shareholder Rights Plan (the "Plan") and preserve its net operating loss assets (NOLs). The Board reduced the threshold at which the Plan is triggered from 15.0 percent to 4.99 percent. Current stockholders of 5.0 percent or more of the Company's shares were grandfathered in under the amendment, and as such, their current holdings do not trigger the Plan. Additionally, the threshold percentage is subject to review at regular, periodic intervals.

Mr. Brucker explained, "We are pleased to take action to reduce or eliminate certain of our anti-takeover measures, including some supermajority voting provisions. At the same time, we must be diligent in protecting the Company's NOLs, which at the close of fiscal 2008 were valued at approximately $76 million. The Board also recognizes it may be in the interests of the company's stockholders to grant exceptions to the Plan and will give thoughtful consideration to such requests on a case-by-case basis."

Results of Operations for the Fiscal Year Ended June 30, 2008

Consolidated net revenue for fiscal 2008 increased 8.0 percent, or $36.2 million, to $487.5 million, compared to $451.3 million in fiscal 2007. Ambulance services revenue increased 7.7 percent, or $29.5 million, to $413.8 million, compared to $384.3 million in the prior year. Other services revenue, including fire protection services, increased 10.1 percent, or $6.7 million, to $73.7 million, compared to $67.0 million for the prior year. Consolidated annual net revenue growth was driven primarily by increases in APC, same-service-area expansion in existing ambulance markets, new ambulance contracts, increases in fire subscription rates and higher master fire contract fees.

Payroll and employee benefits for fiscal 2008 were $301.2 million, or 61.8 percent of net revenue, compared to $281.7 million, or 62.4 percent of net revenue, in fiscal 2007. The year-over-year increase in payroll dollars was driven primarily by the addition of ambulance unit hours in the Company's Tennessee and California markets to meet increased response time requirements and to staff new contracts in the Washington and California markets. Additionally, the Company paid annual cost of living and base wage rate increases to employees, experienced higher expenses for employee health insurance, increased the accrual for its management incentive program, and recognized a smaller positive adjustment to its workers' compensation insurance than in the prior year.

Other operating expenses for fiscal 2008 were $118.6 million, or 24.3 percent of net revenue, an increase of $9.8 million when compared to $108.8 million, or 24.1 percent of net revenue, in fiscal 2007. The increase as a percent of revenue was primarily due to higher fuel expenses.

Commenting on fuel costs, Mr. Brucker said, "One way to limit the impact of fuel expense is by requesting rate increases to help offset the rising costs of fuel. We have successfully implemented fuel-related rate increases in certain markets. Additionally, we are continuing to negotiate national fuel discount programs. While these programs save cents per gallon, we continue to explore new ways to achieve greater savings." In fiscal 2008, the Company's fuel expense represented 2.9% of net revenue, compared to 2.4% in fiscal 2007.

General and auto liability expense for fiscal 2008 was $14.6 million, a decrease of $2.9 million when compared to general and auto liability expense of $17.5 million in fiscal 2007. The decrease was primarily related to the Company's overall focus on risk management, which resulted in a $1.3 million positive actuarial adjustment to insurance claim reserves in fiscal 2008 compared to a $1.1 million negative adjustment recognized in fiscal 2007.

Net income for fiscal 2008 was $4.1 million, or diluted EPS of $0.16, compared to a net loss of $1.0 million, or a loss of $0.04 per diluted share, in fiscal 2007.

EBITDA from continuing operations for fiscal 2008 increased 28.4 percent, or $11.9 million, to $53.7 million when compared to $41.8 million in EBITDA from continuing operations in fiscal 2007.

EBITDA from continuing operations is a key indicator management uses to evaluate operating performance. While EBITDA from continuing operations is not intended to replace presentations included in the Company's consolidated financial statements under generally accepted accounting principles (GAAP) and should not be considered an alternative to operating performance or an alternative to cash flow as a measure of liquidity, the Company believes this measure is useful to investors in assessing its ability to meet future debt service, capital expenditure and working capital requirements. This calculation may differ in the method of calculation from similarly titled measures used by other companies. A reconciliation of EBITDA to income/(loss) from continuing operations and discontinued operations for the three and 12 months ended June 30, 2008 and 2007 is included with this press release and the related current report on Form 8-K.

Results of Operations for the Fourth Quarter Ended June 30, 2008

Consolidated net revenue for the fourth quarter ended June 30, 2008 increased 10.1 percent, or $11.6 million, to $125.9 million, compared to $114.3 million for the same period in fiscal 2007. Ambulance services revenue increased 11.0 percent, or $10.6 million, to $107.4 million, compared to $96.8 million for the same prior-year period. Other services revenue for the quarter, including fire protection services, increased 5.4 percent, or $0.9 million, to $18.5 million, compared to $17.6 million for the same prior-year period. Consolidated quarterly net revenue growth was driven primarily by increases in APC, new ambulance contracts, increases in fire subscription rates and higher master fire contract fees.

Payroll and employee benefits for the fourth quarter were $75.9 million, or 60.3 percent of net revenue, compared to $70.1 million, or 61.4 percent of net revenue, in the same prior-year period.

Other operating expenses for the fourth quarter were $30.8 million, or 24.5 percent of net revenue, an increase of $1.3 million when compared to $29.5 million, or 25.8 percent of net revenue, in fiscal 2007. The increase was due primarily to higher fuel expenses.

General and auto liability expense in the fourth quarter was $4.6 million, a decrease of $1.4 million when compared to general and auto liability expense of $6.0 million for the same prior-year period.

Net income for the fourth quarter was $1.5 million, or diluted EPS of $0.06, compared to a net loss of $1.2 million, or a loss of $0.05 per diluted share, for the same prior-year period.

EBITDA from continuing operations for the fourth quarter increased 75.4 percent, or $6.3 million, to $14.7 million when compared to $8.4 million in EBITDA from continuing operations for the same prior-year period.

Fiscal 2009 Financial Guidance

The Company announced financial guidance for the fiscal year ending June 30, 2009, with EBITDA from continuing operations expected to be in the range of $54.0 million to $58.0 million and capital expenditures to be in the range of $15.0 million to $18.0 million.

Mr. Brucker highlighted key assumptions driving the Company's fiscal 2009 guidance. "Our projections include one to three new contracts for exclusive 911 or non-emergency ambulance services and continuing improvements in APC.

"On the expense side, we expect to continue to experience moderate pressure related to rising fuel costs in fiscal 2009, offset in part by a reduction in professional fees coupled with overall cost containment efforts. We will also continue to provide the necessary capital expenditures for our ongoing Electronic Patient Care Reporting system implementation."

Quarterly Operating Statistics

Fourth-quarter operating statistics trended as follows when compared to the same prior-year period:

--  Medical transports increased by 3,490 transports, or 1.3 percent, due
    primarily to transports generated from new contracts.
--  Average patient charge (APC) increased $32 per transport to $367, due
    to overall improvements in collections as well as a fourth-quarter upsurge
    in collections on accounts older than 180 days.  Collections during the
    fiscal 2009 first quarter ending September 30, 2008 are expected to return
    APC to the mid- to high-$350 range.
--  Days sales outstanding decreased by five days, driven primarily by the
    Company's enhanced billing procedures, which contributed to expedited
    payment and lower levels of uncompensated care.
    

                   Q4 '07     Q1 '08      Q2 '08     Q3 '08     Q4 '08
                  (6/30/07)  (9/30/07)  (12/31/07)  (3/31/08)  (6/30/08)
                  ---------  ---------  ----------  ---------  ---------
Medical
 Transports (1)     268,430    266,712     267,553    285,114    271,920
                  ---------  ---------  ----------  ---------  ---------
Average Patient
 Charge (APC) (2)      $335       $347        $352       $349       $367
                  ---------  ---------  ----------  ---------  ---------
Days Sales
 Outstanding
 (DSO) (3)               65         64          64         62         60
                  ---------  ---------  ----------  ---------  ---------

(1) Medical transports are defined as emergency and non-emergency patient
    transports from continuing operations.
(2) APC is defined as gross medical ambulance transport revenue less
    provisions for contractual allowances applicable to Medicare, Medicaid
    and other third-party payers and uncompensated care divided by medical
    transports from continuing operations.
(3) DSO is calculated using the average accounts receivable balance on a
    rolling 13-month basis and net revenue on a rolling 12-month basis and
    has not been adjusted to eliminate discontinued operations.

Conference Call to Discuss Results

The Company will discuss results in a conference call today beginning at 8 a.m. Pacific/11 a.m. Eastern. To access the conference call, dial 877-548-7911 (domestic) or 719-325-4868 (international). The call will be broadcast live on the Company's web site at www.ruralmetro.com. A telephone replay will be available from approximately 2 p.m. (Eastern) today through midnight (Eastern) September 16, 2008. To access the replay, dial 888-203-1112. From international locations, dial 719-457-0820. The required pass code is 3734702. An archived webcast will be available for 90 days following the call at www.ruralmetro.com.

About Rural/Metro

Rural/Metro Corporation provides emergency and non-emergency ambulance services and private fire protection services in 22 states and approximately 400 communities throughout the United States. For more information, visit the Company's web site at www.ruralmetro.com.

SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS

The foregoing reflects the Company's views about its financial condition, performance and other matters that constitute "forward-looking" statements as such term is defined by the federal securities laws. You can find many of these statements by looking for words such as "may," "will," "expect," "anticipate," "believe," "estimate," "should," "continue," "predict," "preliminary" and similar words used herein. We may also make forward-looking statements in our earnings reports filed with the Securities and Exchange Commission (SEC), earnings calls and other investor communications. These forward-looking statements are subject to the safe harbor protection provided by federal securities laws. These forward-looking statements are subject to numerous risks, uncertainties and assumptions, including those relating to the Company's future business prospects, working capital, cash flow, EBITDA, capital expenditures, payroll expense, repayment of debt, insurance coverage and claim reserves, unexpected governmental investigations, capital needs, operating results and compliance with debt facilities. In addition, the Company may face risks and uncertainties related to uncompensated care and its ability to collect its accounts receivable and other factors that are listed in its periodic reports filed under the Securities Exchange Act. Although the Company believes the expectations reflected in its forward-looking statements are based upon reasonable assumptions, because the statements are subject to risks and uncertainties, the Company can give no assurance that its expectations will be attained or that actual developments and results will not materially differ from those expressed or implied by the forward-looking statements. Readers are cautioned not to place undue reliance on the statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

                          RURAL/METRO CORPORATION
                        CONSOLIDATED BALANCE SHEETS
                     (in thousands, except share data)


                                                  (Unaudited)
                                                    June 30,     June 30,
                                                      2008         2007
                                                  -----------  -----------
ASSETS
Current assets:
Cash and cash equivalents                         $    15,907  $     6,181
Accounts receivable, net                               76,131       78,313
Inventories                                             8,456        8,782
Deferred income taxes                                  22,263       15,836
Prepaid expenses and other                             18,946       18,273
                                                  -----------  -----------
   Total current assets                               141,703      127,385

Property and equipment, net                            46,938       45,521
Goodwill                                               37,700       37,700
Deferred income taxes                                  50,773       67,309
Insurance deposits                                        989        1,868
Other assets                                           16,108       20,342
                                                  -----------  -----------
     Total  assets                                $   294,211  $   300,125
                                                  ===========  ===========

LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS'
 DEFICIT
Current liabilities:
Accounts payable                                  $    16,147  $    15,271
Accrued liabilities                                    55,139       54,153
Deferred revenue                                       21,901       24,959
Current portion of long-term debt                         374           41
                                                  -----------  -----------
   Total current liabilities                           93,561       94,424

Long-term debt, net of current portion                279,017      280,081
Other liabilities                                      29,536       24,065
                                                  -----------  -----------
     Total liabilities                                402,114      398,570
                                                  -----------  -----------

Minority interest                                       1,966        2,104
                                                  -----------  -----------

Stockholders' deficit:
Common stock, $0.01 par value, 40,000,000 shares
 authorized, 24,822,726 and 24,737,726 shares
 issued and outstanding
 at June 30, 2008 and 2007, respectively                  248          247
Additional paid-in capital                            154,918      154,777
Treasury stock, 96,246 shares at both June 30,
 2008 and 2007                                         (1,239)      (1,239)
Accumulated other comprehensive income (loss)            (439)         294
Accumulated deficit                                  (263,357)    (254,628)
                                                  -----------  -----------
     Total stockholders' deficit                     (109,869)    (100,549)
                                                  -----------  -----------
       Total liabilities, minority interest and
        stockholders' deficit                     $   294,211  $   300,125
                                                  ===========  ===========





                          RURAL/METRO CORPORATION
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                                (unaudited)
                 (in thousands, except per share amounts)


                                 Three Months Ended   Twelve Months Ended
                                      June 30,              June 30,
                                --------------------  --------------------
                                  2008       2007       2008       2007
                                ---------  ---------  ---------  ---------
Net revenue                     $ 125,900  $ 114,316  $ 487,547  $ 451,302
                                ---------  ---------  ---------  ---------
Operating expenses:
  Payroll and employee benefits    75,919     70,138    301,266    281,723
  Depreciation and amortization     3,351      2,895     12,881     11,636
  Other operating expenses         30,826     29,548    118,631    108,837
  General/auto liability
   insurance expense                4,629      6,046     14,637     17,511
  (Gain) loss on sale of assets      (110)        61     (1,403)        48
  (Gain) on property insurance
   settlement                           -          -        (70)         -
                                ---------  ---------  ---------  ---------
      Total operating expenses    114,615    108,688    445,942    419,755
                                ---------  ---------  ---------  ---------
Operating income                   11,285      5,628     41,605     31,547
  Interest expense                 (7,983)    (7,788)   (31,731)   (31,518)
  Interest income                      67        104        374        517
                                ---------  ---------  ---------  ---------
Income (loss) from continuing
 operations before income
 taxes and minority interest        3,369     (2,056)    10,248        546
Income tax (provision) benefit     (1,628)     1,413     (5,067)    (1,197)
Minority interest                      84       (131)      (812)    (1,389)
                                ---------  ---------  ---------  ---------
Income (loss) from continuing
 operations                         1,825       (774)     4,369     (2,040)
Income (loss) from discontinued
 operations, net of income
 taxes                               (362)      (402)      (272)     1,031
                                ---------  ---------  ---------  ---------
Net income (loss)               $   1,463  $  (1,176) $   4,097  $  (1,009)
                                =========  =========  =========  =========
Income (loss) per share:
  Basic -
    Income (loss) from
     continuing
     operations                 $    0.07  $   (0.03) $    0.18  $   (0.08)
    Income (loss) from
     discontinued operations        (0.01)     (0.02)     (0.01)      0.04
                                ---------  ---------  ---------  ---------
       Net income (loss)        $    0.06  $   (0.05) $    0.17  $   (0.04)
                                =========  =========  =========  =========

  Diluted -
    Income (loss) from
     continuing
     operations                 $    0.07  $   (0.03) $    0.17  $   (0.08)
    Income (loss) from
     discontinued operations        (0.01)     (0.02)     (0.01)      0.04
                                ---------  ---------  ---------  ---------
       Net income (loss)        $    0.06  $   (0.05) $    0.16  $   (0.04)
                                =========  =========  =========  =========

  Average number of common
   shares outstanding - Basic      24,823     24,695     24,787     24,604
                                =========  =========  =========  =========
  Average number of common
   shares outstanding - Diluted    24,920     24,695     24,952     24,604
                                =========  =========  =========  =========




                         RURAL/METRO CORPORATION
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Years Ended June 30, 2008 and 2007
                              (in thousands)


                                                  (Unaudited)
                                                      2008         2007
                                                  -----------  -----------
Cash flows from operating activities:
  Net income (loss)                               $     4,097  $    (1,009)
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities -
    Depreciation and amortization                      12,983       12,132
    Non-cash adjustments to insurance claims
     reserves                                          (6,260)      (4,674)
    Accretion of 12.75% Senior Discount Notes           8,809        7,784
    Deferred income taxes                               3,493          983
    Tax benefit from the exercise of stock options        (72)        (327)
    Amortization of deferred financing costs            2,105        2,191
    (Gain) loss on sale of property and equipment         358         (614)
    Goodwill impairment                                     -          662
    Earnings of minority shareholder                      812        1,389
    Stock based compensation expense (benefit)             12           (7)
    Proceeds from property insurance settlement           (70)           -
  Change in assets and liabilities -
    Accounts receivable                                 2,182        5,054
    Inventories                                           326           46
    Prepaid expenses and other                           (422)      (3,249)
    Insurance deposits                                    879          974
    Other assets                                        2,532        1,402
    Accounts payable                                       31        1,728
    Accrued liabilities                                 3,106        2,966
    Deferred revenue                                   (3,058)         515
    Other liabilities                                   2,978        1,696
                                                  -----------  -----------
Net cash provided by operating activities              34,821       29,642
                                                  -----------  -----------
Cash flows from investing activities:
  Purchases of short-term investments                  (5,000)     (15,550)
  Sales of short-term investments                       5,000       21,751
  Capital expenditures                                (13,327)     (13,249)
  Proceeds from the sale of property and
   equipment                                               26          777
  Proceeds from property insurance settlement              70            -
                                                  -----------  -----------
Net cash used in investing activities                 (13,231)      (6,271)
                                                  -----------  -----------
Cash flows from financing activities:
  Repayment of debt                                   (13,987)     (19,036)
  Issuance of debt                                      3,800            -
  Cash paid for debt issuance costs                      (857)        (676)
  Tax benefit from the exercise of stock options           72          327
  Issuance of common stock                                 58          504
  Distributions to minority shareholders                 (950)      (1,350)
                                                  -----------  -----------
Net cash used in financing activities                 (11,864)     (20,231)
                                                  -----------  -----------
Increase in cash and cash equivalents                   9,726        3,140
Cash and cash equivalents, beginning of year            6,181        3,041
                                                  -----------  -----------
Cash and cash equivalents, end of year            $    15,907  $     6,181
                                                  ===========  ===========

Supplemental disclosure of non-cash operating
 activities:
  Increase in accumulated deficit, other
   liabilities and decrease in deferred income
   taxes upon adoption of FIN 48                  $    12,826  $         -
  Increase in other current assets and accrued
   liabilities for general liability insurance
   claim                                                    -       11,565

Supplemental disclosure of non-cash investing and
 financing activities:
  Property and equipment funded by liabilities    $       892  $        47
  Note payable incurred for software licenses             396            -

Supplemental cash flow information:
  Cash paid for interest                          $    20,890  $    22,567
  Cash paid for income taxes, net                       1,748          499




                         RURAL/METRO CORPORATION
     RECONCILIATION OF INCOME (LOSS) FROM CONTINUING AND DISCONTINUED
                          OPERATIONS TO EBITDA
                               (unaudited)
                             (in thousands)


                                 Three Months Ended   Twelve Months Ended
                                      June 30,              June 30,
                                --------------------  --------------------
                                  2008       2007       2008       2007
                                ---------  ---------  ---------  ---------

Income (loss) from continuing
 operations                     $   1,825  $    (774) $   4,369  $  (2,040)
Add (deduct):
   Depreciation and
    amortization                    3,351      2,895     12,881     11,636
   Interest expense                 7,983      7,788     31,731     31,518
   Interest income                    (67)      (104)      (374)      (517)
   Income tax provision
    (benefit)                       1,628     (1,413)     5,067      1,197
                                ---------  ---------  ---------  ---------

   EBITDA from continuing
    operations                     14,720      8,392     53,674     41,794
                                ---------  ---------  ---------  ---------

Income (loss) from discontinued
 operations                          (362)      (402)      (272)     1,031
Add (deduct):
   Depreciation and
    amortization                        3        118        102        496
   Goodwill impairment                  -        662          -        662
   Income tax provision
    (benefit)                        (221)      (143)      (161)       556
                                ---------  ---------  ---------  ---------

   EBITDA from discontinued
    operations                       (580)       235       (331)     2,745
                                ---------  ---------  ---------  ---------

   Total EBITDA                 $  14,140  $   8,627  $  53,343  $  44,539
                                =========  =========  =========  =========

(RURL/F)

Contact Information

  • CONTACT:
    Liz Merritt
    Rural/Metro Corporation
    (480) 606-3337

    Sharrifah Al-Salem
    FD Ashton Partners
    (415) 293-4414