8-K

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):  April 4, 2011

EMERGENCY MEDICAL SERVICES CORPORATION

EMERGENCY MEDICAL SERVICES L.P.

(Exact name of each registrant as specified in its charter)

Delaware	001-32701 333-127115	20-3738384 20-2076535
(State or other jurisdiction of incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

6200 S. Syracuse Way, Suite 200, Greenwood Village, Colorado
(Address of principal executive offices) 80111 (Zip Code)

(303) 495-1200
(Registrants’ telephone number, including area code)

(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 registrants under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02  Results of Operations and Financial Condition.

As previously reported, Emergency Medical Services Corporation (“EMSC” or the “Company”) has entered into an Agreement and Plan of Merger, dated as of February 13, 2011 (the “Merger Agreement”), with CDRT Acquisition Corporation and CDRT Merger Sub, Inc., a wholly-owned subsidiary of CDRT Acquisition Corporation, pursuant to which (and subject to the conditions set forth therein) CDRT Merger Sub, Inc. will merge with and into the Company, with the Company as the surviving corporation and a wholly-owned subsidiary of CDRT Acquisition Corporation.

In connection with the transactions contemplated by the Merger Agreement, the Company intends to provide potential financing sources with an information memorandum containing certain unaudited Pro Forma Adjusted EBITDA information for the year ended December 31, 2010, which has not been previously reported by EMSC.  Such information is contained in Exhibit 99.1 to this report and is incorporated herein by reference.

The information in this Item 2.02 and in Item 9.01 to this report will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will be deemed to be incorporated by reference into the Company’s Schedule 14A, as amended, initially filed with the Securities and Exchange Commission on March 1, 2011.

Non-GAAP Measures

Included in this report are presentations of Reported Adjusted EBITDA, which is defined as net income before equity in earnings of unconsolidated subsidiary, income tax expense, loss on early debt extinguishment, interest and other income, realized gain on investments, interest expense, and depreciation and amortization, and Pro Forma Adjusted EBITDA, which is Reported Adjusted EBITDA as further adjusted for specified items as well as to reflect the transactions contemplated by the Merger Agreement.  Reported Adjusted EBITDA is commonly used by management and investors as a performance measure and liquidity indicator.  Reported Adjusted EBITDA and Pro Forma Adjusted EBITDA are not considered measures of financial performance under U.S. generally accepted accounting principles (“GAAP”), and the items excluded therefrom are significant components in understanding and assessing our financial performance.  Reported Adjusted EBITDA and Pro Forma Adjusted EBITDA should not be considered in isolation or as an alternative to GAAP measures such as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity.  Reconciliations of Reported Adjusted EBITDA and Pro Forma Adjusted EBITDA for the year ended December 31, 2010 are provided in this report.  Since Reported Adjusted EBITDA and Pro Forma Adjusted EBITDA are not measures determined in accordance with GAAP and are susceptible to varying calculations, these measures, as presented, may not be comparable to other similarly titled measures of other companies.

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Forward-Looking Statements

Certain statements and information in this report may be deemed to be “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995.  Forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.  Any forward-looking statements herein are made as of the date of this report, and EMSC undertakes no duty to update or revise any such statements.  Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties.  Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in EMSC’s filings with the Securities and Exchange Commission from time to time, including in the section entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent periodic reports.  Among the factors that could cause future results to differ materially from those provided herein are:  the impact on our revenue of changes in transport volume, mix of insured and uninsured patients, and third party and reimbursement rates and methods; the adequacy of our insurance coverage and insurance reserves; potential penalties or changes to our operations if we fail to comply with extensive and complex government regulation of our industry; the impact of changes in the healthcare industry; our ability to recruit and retain qualified physicians and other healthcare professionals, and enforce our noncompete agreements with our physicians; our ability to generate cash flow to service our debt obligations; the cost of capital expenditures to maintain and upgrade our vehicle fleet and medical equipment; the loss of one or more members of our senior management team; the outcome of government investigations of certain of our business practices; our ability to successfully restructure our operations to comply with future changes in government regulation; the loss of existing contracts and the accuracy of our assessment of costs under new contracts; the high level of competition in our industry; our ability to maintain or implement complex information systems; our ability to implement our business strategy; our ability to successfully integrate strategic acquisitions; our ability to comply with the terms of our settlement agreements with the government; and the risk that the benefits from the transactions contemplated by the Merger Agreement may not be fully realized or may take longer to realize than expected.

Section 8 — Other Events

Item 8.01  Other Events.

On April 1, 2011, Emergency Medical Services Corporation’s EmCare segment acquired all the capital stock of BestPractices, Inc., an emergency department staffing and management company based in Virginia.

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Section 9 — Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit Number	Description
99.1	Pro Forma Adjusted EBITDA Reconciliation.

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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.

	EMERGENCY MEDICAL SERVICES CORPORATION
	(Registrant)
April 4, 2011	By:	/s/ Craig A. Wilson
		Craig A. Wilson
		Senior Vice President and General Counsel

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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.

		EMERGENCY MEDICAL SERVICES, L.P.
		(Registrant)
		By:	Emergency Medical Services Corporation, its General Partner
April 4, 2011	By:	/s/ Craig A. Wilson
		Craig A. Wilson
		Senior Vice President and General Counsel

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EX-99.1

Exhibit 99.1

Pro Forma Adjusted EBITDA Reconciliation

The following tables set forth a reconciliation of Reported Adjusted EBITDA and Pro Forma Adjusted EBITDA to net income:

	Fiscal year
($ millions)	2006			2007			2008			2009			2010
Net Income	$	39.1		$	59.8		$	84.8		$	115.2		$	131.7
% margin	2.0		%	2.8		%	3.5		%	4.5		%	4.6		%
Income tax expense	25.0			36.1			52.5			65.7			79.1
Equity in earnings of unconsolidated subsidiary	(0.4		)	(0.8		)	(0.3		)	(0.3		)	(0.3		)
Loss on debt extinguishment	0.4			—			0.2			—			19.1
Interest and other income	(2.3		)	(2.1		)	(2.1		)	(1.8		)	(1.0		)
Realized gain on investments	0.5			(0.2		)	(2.7		)	(2.1		)	(2.5		)
Interest expense	45.6			46.9			42.1			41.0			22.9
Interest income from restricted assets	(6.0		)	(7.1		)	(6.4		)	(4.5		)	(3.1		)
Income from operations	$	101.7		$	132.6		$	168.2		$	213.1		$	246.0
Interest income from restricted assets	6.0			7.1			6.4			4.5			3.1
Depreciation and amortization expense	66.0			70.5			69.0			64.4			65.3
Reported Adjusted EBITDA	$	173.7		$	210.2		$	243.6		$	282.0		$	314.4
% margin	9.0		%	10.0		%	10.1		%	11.0		%	11.0		%
Run-rate impact of acquisitions													29.7
Non-cash equity based compensation expense													6.7
DOJ accrual													3.1
Dividends from unconsolidated subsidiary													0.4
Public company costs													2.0
Evaluation of European acquisition costs													0.8
DOJ accrual related legal fees													0.9
PQRI accrual													(2.5		)
Pro Forma Adjusted EBITDA													$	355.6

Discussion of adjustments to Reported Adjusted EBITDA and Pro Forma Adjusted EBITDA

·Reported Adjusted EBITDA — Reflects Adjusted EBITDA as defined in the Company’s public filings.

·Run-rate impact of acquisitions — Represents the annualized estimated impact on Reported Adjusted EBITDA of the following acquisitions as if they had been acquired on January 1, 2010:  Gold Coast Ambulance Service (May 2010); Clinical Partners, P.A. (May 2010); Affilion, Inc. (July 2010); Fredericksburg Anesthesia Consultants, PLLC (July 2010); Milford Anesthesia Associates (December 2010); North Pinellas Anesthesia Associates, P.A. (January 2011); Northwood Anesthesia Associates LLC (January 2011); Doctor’s Ambulance Service (February 2011) and BestPractices, Inc. (April 2011).  For acquisitions completed in May and July of 2010, the Company calculated the incremental Reported Adjusted EBITDA from January 1, 2010 through the acquisition date using annualized actual Reported Adjusted EBITDA subsequent to the acquisition date.  For all other acquisitions, the Company used annualized 2010 EBITDA prior to the acquisition date, adjusted for non-recurring items.  There can be no assurance that the Company would have generated the estimated levels of Adjusted EBITDA had it owned the acquired businesses on January 1, 2010.

Discussion of adjustments to Reported Adjusted EBITDA and Pro Forma Adjusted EBITDA (continued)

·Non-cash equity based compensation expense — Represents the non-cash equity based compensation expense related to equity based awards under the Company’s Amended and Restated Long-Term Incentive Plan and Equity Option Plan. The plans will be terminated upon consummation of the Merger.

·DOJ accrual — Represents a reserve recorded during 2010 in connection with a tentative legal settlement relating to a United States Department of Justice investigation of certain AMR affiliates in the State of New York.  In December 2006, AMR received a subpoena from the United States Department of Justice (the “DOJ subpoena”).  The DOJ subpoena required the Company to produce a broad range of documents relating to the operations of certain AMR affiliates in New York.

·Dividends from unconsolidated subsidiary — Represents the cash dividends recognized in 2010 relating to the minority interest held by AMR in a joint venture in Trinidad.  AMR recognizes equity in earnings of the unconsolidated subsidiary in the income statement, but not in Reported Adjusted EBITDA.

·Public company costs — Represents the portion of expenses related to investor relations, audit and legal functions that will be reduced once EMSC is no longer a publicly-listed company upon completion of the Transaction.

·Evaluation of European acquisition costs — Represents costs incurred related to evaluating potential European acquisitions by AMR during 2010. Management does not intend to pursue European targets at this time.

·DOJ accrual related legal fees — Represents the legal fees incurred in connection with the DOJ subpoena and the tentative legal settlement.

·Physician Quality Reporting Initiative (“PQRI”) accrual — Represents an adjustment to move revenue and expenses related to the PQRI to the dates the services were provided under the PQRI process.  The PQRI is a voluntary individual reporting program that provides an incentive payment to identified eligible professionals who satisfactorily report data on quality measures for covered Physician Fee Schedule services furnished to Medicare Part B beneficiaries. Prior to 2010, PQRI related revenue and expenses were recognized when the funds were received.