-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WiTS1lJ5A6LZCkEm1jE3TZsuFAczYOE0fViCfNIMYxitcKlt0Yv7hQ3cDP6h37mA UgNBj8B2wnZ/nDBRk5hKkA== 0000950147-03-000642.txt : 20030515 0000950147-03-000642.hdr.sgml : 20030515 20030515174440 ACCESSION NUMBER: 0000950147-03-000642 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030514 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RURAL METRO CORP /DE/ CENTRAL INDEX KEY: 0000906326 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 860746929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 03706557 BUSINESS ADDRESS: STREET 1: 8401 EAST INDIAN SCHOOL RD CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 4809943886 8-K 1 e-10022.txt CURRENT REPORT DATED 05/14/2003 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): May 14, 2003 RURAL/METRO CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-22056 86-0746929 (Commission File Number) (IRS Employer Identification No.) 8401 East Indian School Road Scottsdale, Arizona 85251 (Address of Principal Executive Offices) (Zip Code) (480) 994-3886 (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Description -------- ----------- 99.1 Press Release of Rural/Metro Corporation, dated May 14, 2003. ITEM 9. REGULATION FD DISCLOSURE On May 14, 2003, Rural/Metro Corporation, a Delaware corporation (the "Company"), issued a press release announcing that it needs to increase its allowance for discounts and doubtful accounts. The Company announced that there will be a delay in filing its quarterly report on Form 10-Q for the quarter ended March 31, 2003. A copy of the release is filed herewith as Exhibit 99.1. The Registrant is making this disclosure under Item 12 of Form 8-K, but in accordance with SEC Release 33-8216, it is set forth under Item 9. The information in this Form 8-K, including the exhibits, shall not be deemed to be "filed" for purposes of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities thereof, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or under the Securities Act of 1933, as amended, except to the extent specifically provided in any such filing. SIGNATURE 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. RURAL/METRO CORPORATION Date: May 14, 2003 By: /s/ John S. Banas III ------------------------------------ John S. Banas III Senior Vice President CURRENT REPORT ON FORM 8-K EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press Release of Rural/Metro Corporation, dated May 14, 2003 EX-99.1 3 ex99-1.txt PRESS RELEASE DATED 05/14/2003 EXHIBIT 99.1 CONTACT: Liz Merritt, Rural/Metro Corporation, (480) 606-3337 FD Morgen-Walke, Investor Relations Jim Byers (investors), (415) 439-4504 Christopher Katis (media), (415) 439-4515 FOR IMMEDIATE RELEASE RURAL/METRO ANNOUNCES NEED TO INCREASE ITS ALLOWANCE FOR DISCOUNTS AND DOUBTFUL ACCOUNTS; THIRD-QUARTER RESULTS TO BE RELEASED UPON COMPLETION OF RELATED ANALYSIS SCOTTSDALE, ARIZ. (May 14, 2003) - Rural/Metro Corporation (Nasdaq: RURL), a leading national provider of ambulance and fire protection services, announced today that it has identified the need to increase its allowance for Medicare, Medicaid and contractual discounts and doubtful accounts in the range of $35 million to $45 million. Jack Brucker, President and Chief Executive Officer said, "We have identified the need to increase the allowance for discounts and doubtful accounts in connection with the ongoing evaluation of the collectibility of our accounts receivable. We are in the process of quantifying the actual amount of the required charge." Brucker continued, "We believe that adequate provision was made for revenues recognized for periods subsequent to our fiscal 2000 operational restructuring initiative; however, collections on accounts receivable generated prior to that time (pre-June 2000) have proven to be substantially less than originally anticipated, thereby impacting the adequacy of our current allowance." A charge in the range of $35-$45 million will cause the company to be out of compliance with certain covenants contained in its amended bank agreement. Brucker said, "We have an excellent relationship with our lenders and are working on a variety of alternatives to structure an amended credit agreement. We are hopeful that we will resolve this matter expeditiously." Brucker continued, "This charge is not expected to have a material impact on our operating cash flows relative to revenues generated after the restructuring, nor does it impact the company's current cash balances. We have generated positive cash flows from operating activities on a year-to-date basis and have made progress in key operating statistics, which is reflected in steady revenue growth, new business awards, renewals from long-standing municipal and commercial customers, and enhanced contract rates. The company will file a request with the Securities and Exchange Commission seeking the permitted five-day extension for filing its Form 10-Q for the quarter ended March 31, 2003, and will report its results for the third quarter once the related analysis with respect to its accounts receivable has been completed. Rural/Metro Corporation provides emergency and non-emergency medical transportation, fire protection, and other safety services in 26 states and more than 400 communities throughout the United States. EXCEPT FOR HISTORICAL INFORMATION HEREIN, THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. THESE RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, THE FINAL RESULTS OF THE ANALYSIS OF THE COMPANY'S ACCOUNTING FOR ITS ACCOUNTS RECEIVABLE; THE COMPANY'S ABILITY TO COLLECT ITS ACCOUNTS RECEIVABLE; COMPETITORS' ACTIONS; LITIGATION MATTERS; AND THE COMPANY'S ABILITY TO SUSTAIN OPERATING CASH FLOW, SECURE NEW CONTRACTS, RETAIN EXISTING CONTRACTS, IMPROVE EARNINGS AND OPERATING MARGINS, FURTHER ENHANCE THE EFFICIENCY OF THE COLLECTION PROCESS, EFFECTIVELY MANAGE COLLATERAL REQUIREMENTS AND COSTS RELATED TO ITS INSURANCE COVERAGE, AND THE OUTCOME OF NEGOTIATIONS ON A WAIVER OF COVENANT COMPLIANCE OR AMENDMENT TO ITS CREDIT FACILITY. ADDITIONAL FACTORS THAT COULD AFFECT THE COMPANY ARE DESCRIBED IN OUR FORM 10-K AS AMENDED FOR THE YEAR ENDED JUNE 30, 2002 UNDER THE CAPTION " RISK FACTORS " IN THE MD&A SECTION, AND OTHER FACTORS AS DESCRIBED FROM TIME TO TIME IN OUR SEC FILINGS. THE COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE ITS FORWARD-LOOKING STATEMENTS. -----END PRIVACY-ENHANCED MESSAGE-----