8-K

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): February 13, 2004

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) 606-3886

(Registrant’s telephone number, including area code)

Item 12. Results of Operations and Financial Condition

On February 13, 2004, Rural/Metro Corporation, a Delaware corporation, issued a press release announcing its results for the quarter ended December 31, 2003. A copy of the release is filed herewith as Exhibit 99.1.

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: February 13, 2004	By:	/s/     John S. Banas III
		John S. Banas III              Executive Vice President

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release of Rural/Metro Corporation, dated February 13, 2004

EX-99.1

EXHIBIT 99.1

CONTACT: Liz Merritt, Rural/Metro Corporation (480) 606-3337 Financial Dynamics, Investor Relations Jim Byers (Investors) (415) 439-4504 Christopher Katis (Media) (415) 439-4518

For immediate release

RURAL/METRO REPORTS INCOME FROM CONTINUING OPERATIONS OF $2.3

MILLION IN FISCAL 2004 SECOND QUARTER

• 9.3% INCREASE IN NET REVENUE OVER FISCAL 2003 SECOND QUARTER

• 9.5% SAME-SERVICE-AREA REVENUE GROWTH

• $12.3 MILLION IN EBITDA

SCOTTSDALE, Ariz. (Feb. 13, 2004) – Rural/Metro Corporation (NASDAQ: RURL), a leading national provider of medical transportation and fire protection services, announced results for the quarter ended December 31, 2003, the second quarter of its fiscal 2004.

Net revenue for the second quarter of fiscal 2004 totaled $134.1 million, a 9.3% increase over net revenue of $122.7 million for the second quarter of fiscal 2003. For the first six months of fiscal 2004, the company reported $265.9 million in net revenue, a 7.9% increase over the $246.4 million reported for the same period in fiscal 2003.

For the three months ended December 31, 2003, medical transportation and related services revenue increased to $114.6 million, or 11.2%, from $103.1 million for the comparable period ended December 31, 2002. The company attributed the gain primarily to increases in same-service-area transport volume, new contract revenue and rate increases. On a same-service-area basis, medical transportation and related service revenue increased 9.5% over the previous quarter and 8.6% over the first six months of fiscal 2003.

Income from continuing operations for the fiscal 2004 second quarter was $2.3 million compared to a loss from continuing operations of $1.0 million in the same period of fiscal 2003. For the first six months of fiscal 2004, the company generated income from continuing operations of $3.4 million, compared with a loss from continuing operations of $1.4 million for the same period in fiscal 2003. After considering losses from discontinued operations of $0.2 million, net income for the period ended December 31, 2003 totaled $2.2 million compared to a net loss of $0.3 million for the same period in fiscal 2003.

Jack Brucker, President and Chief Executive Officer, said, “Throughout the second quarter, we continued to meet our financial objectives while achieving revenue growth within our

core medical transportation segment. We are pleased with the results and look forward to building on this level of performance in the future.”

Daily cash deposits for the second quarter of fiscal 2004 were consistent with first quarter results, averaging $1.8 million per day. Cash collections during the first six months of fiscal 2004 totaled $224.6 million, compared to $220.8 million for the same period of the prior year.

For the three months ended December 31, 2003, the company generated $12.3 million in earnings before interest, taxes, depreciation and amortization (EBITDA), compared to $10.4 million for the same period of the prior year, an 18.3% improvement. For the first six months of fiscal 2004, the company reported EBITDA of $24.4 million, compared with $32.6 million for the same period of the prior year. The six-month comparison for fiscal 2003 includes a $12.5 million, non-cash gain from the disposal of the company’s Latin American operations. Excluding the Latin American gain, the company reported year-to-date EBITDA in fiscal 2003 of $20.1 million.

The company regards EBITDA, which is widely used by analysts, investors, creditors, and other interested parties, as relevant and useful information. The company provides this information to permit a more comprehensive analysis of its ability to meet future debt service, capital expenditure, and working capital requirements. Additionally, the company’s management uses this information to evaluate the performance of its operating units. EBITDA is not intended to represent cash provided by operating activities as defined by generally accepted accounting principles and it should not be considered as an indicator of operating performance or an alternative to cash provided by operating activities as a measure of liquidity. The company has provided a reconciliation of EBITDA to cash provided by operating activities in a table that accompanies this press release.

Throughout the second quarter and in recent weeks, the company secured new and renewal contracts among key customers in a variety of regional service areas. Renewal contracts included exclusive agreements to provide emergency ambulance transportation in Mesa and Gilbert, Arizona, as well as Loudon and Franklin counties in Tennessee. Additionally, the company was awarded a new contract to provide non-emergency ambulance transportation services to Marymount Hospital in Cleveland, Ohio.

Brucker continued, “While we continue to execute our hub-and-spoke strategy to increase top-line growth within established service areas, we also remain very focused on the profitability of our existing operations to ensure they are aligned with our business strategy and can produce long-term growth.”

During the second quarter, the company announced that it would exit from its fire protection services contract in Scottsdale, Arizona, in 2005. Additionally, during the period, the company exited from ambulance operations in Galveston County and Borger, Texas. In addition, the company entered into an agreement to sell a non-core service area in the Southeast. First-quarter discontinued operations included Baltimore, Maryland, and Waco, Texas.

Brucker continued, “Our business activities are in line with our strategic objectives as we seek to expand our market share in existing service areas and concentrate on further strengthening our core business. We look forward to continuing these efforts in the future as we strive to increase our return on invested capital by maximizing our presence in growing regional markets, among other strategies.”

The company sustained trends in several of its key operating statistics in the second quarter, reporting an average EMS patient charge of $308, compared to $289 in the same period of the prior year, or an increase of 6.6%. Days’ sales outstanding (DSO) averaged 43 days for the second quarter of fiscal 2004 compared to 42 days in the first quarter of fiscal 2004 and 47 days for the second quarter of fiscal 2003. The company attributed the slight increase in DSO to the previously mentioned increase in transport volume.

A summary of certain of the company’s key operating statistics follows:

	Q2 ‘03 (12/31/02)		Q3 ‘03 (3/31/03)		Q4 ‘03 (6/30/03)		Q1 ‘04 (9/30/03)		Q2 ‘04 (12/31/03)
EMS TRANSPORTS (1)		262,768		267,847		266,424		269,239		271,470
AVERAGE EMS Patient Charge (2)	$	289	$	295	$	297	$	304	$	308
AVERAGE DSO (YTD) (3)		47		44		44		42		43

(1) EMS transports are defined as actual patient transports, excluding those under capitated contract arrangements.

(2) Average Emergency Medical Services (EMS) Patient Charge is defined as gross EMS transport revenue minus provisions for Medicare, Medicaid and contractual discounts and doubtful accounts divided by EMS transports. For the purpose of this calculation, revenue and transports related to capitated contracts are excluded.

(3) Average year-to-date DSO is defined as average accounts receivable divided by net revenue per day, as calculated on a year-to-date basis.

Rural/Metro Corporation provides emergency and non-emergency medical transportation, fire protection, and other safety services in 24 states and more than 400 communities throughout the United States. For more information, visit the company’s web site at www.ruralmetro.com.

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 company’s ability to collect its accounts receivable; competitors’ actions; litigation matters; the company’s ability to generate operating cash flow, secure new contracts, retain existing contracts, improve earnings and operating margins, further enhance the efficiency of the collection process, and effectively manage collateral requirements and costs related to its insurance coverage. Additional factors that could affect the company are described in its Form 10-K, as amended, for the fiscal year ended June 30, 2003 under the caption “Risk Factors” in the Management’s Discussion and Analysis section, and other factors as described from time to time in the company’s SEC filings. The company disclaims any obligation to update its forward-looking statements.

###

(Tables to Follow)

RURAL/METRO CORPORATION

CONSOLIDATED BALANCE SHEET

(Unaudited)

(in thousands)

	December 31, 2003			June 30, 2003
ASSETS
Current assets
Cash	$	10,506		$	12,561
Accounts receivable, net of allowance for doubtful accounts of $53,306 and $48,422 at December 31, 2003 and June 30, 2003, respectively		67,515			60,428
Inventories		11,998			11,504
Prepaid expenses and other		6,567			7,511
Total current assets		96,586			92,004
Property and equipment, net		40,646			43,010
Goodwill		41,167			41,167
Insurance deposits		8,495			7,937
Other assets		13,321			12,048
	$	200,215		$	196,166
LIABILITIES, MINORITY INTEREST, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	10,586		$	13,778
Accrued liabilities		58,010			57,698
Deferred revenue		18,198			17,603
Current portion of long-term debt		1,440			1,329
Total current liabilities		88,234			90,408
Long-term debt, net of current portion		304,800			305,310
Other liabilities		28			181
Deferred income taxes		650			650
Total liabilities		393,712			396,549
Minority interest		2,447			1,984
Series B redeemable nonconvertible participating preferred stock, $.01 par value, 634,647 shares authorized, 211,549 shares issued and outstanding at December 31, 2003 and June 30, 2003; including accretion of $6,006 and $3,604, respectively (redemption value of $15.0 million)		10,195			7,793
Series C redeemable nonconvertible participating preferred stock, $.01 par value, 283,979 shares authorized, 283,979 shares issued and outstanding at December 31, 2003; including accretion of $505 (redemption value of $10.0 million)		3,941			—
Commitments and contingencies		—			—
Stockholders’ equity (deficit)
Common stock, $.01 par value 23,000,000 shares authorized, 16,540,590 and 16,207,830 shares issued and outstanding at December 31, 2003 and June 30, 2003, respectively		168			166
Additional paid-in capital		132,702			135,405
Treasury stock		(1,239	)		(1,239	)
Accumulated deficit		(341,711	)		(344,492	)
Total stockholders’ equity (deficit)		(210,080	)		(210,160	)
	$	200,215		$	196,166

RURAL/METRO CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

For The Three and Six Months Ended December 31, 2003 and 2002

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended December 31,								% of Net revenue		Six Months Ended December 31,								% of Net revenue
	2003			% of Net revenue		2002					2003			% of Net revenue		2002
						(As Restated)										(As Restated)
Net revenue	$	134,124		100.0	%	$	122,695		100.0	%	$	265,862		100.0	%	$	246,435		100.0	%
Operating expenses:
Payroll and employee benefits		70,052		52.2	%		67,483		55.0	%		141,052		53.1	%		135,778		55.1	%
Provision for doubtful accounts		21,849		16.3	%		19,862		16.2	%		42,627		16.0	%		39,786		16.1	%
Depreciation and amortization		2,835		2.1	%		3,186		2.6	%		5,734		2.2	%		6,512		2.6	%
Other operating expenses		29,581		22.1	%		26,619		21.7	%		57,246		21.5	%		52,449		21.3	%
Restructuring and other		—		0.0	%		(1,421	)	-1.2	%		—		0.0	%		(1,421	)	-0.6	%
Total operating expenses		124,317		92.7	%		115,729		94.3	%		246,659		92.8	%		233,104		94.6	%
Operating income		9,807		7.3	%		6,966		5.7	%		19,203		7.2	%		13,331		5.4	%
Interest expense		(7,194	)	-5.4	%		(7,330	)	-6.0	%		(15,208	)	-5.7	%		(13,241	)	-5.4	%
Interest income		22		0.0	%		22		0.0	%		51		0.0	%		49		0.0	%
Income (loss) from continuing operations before income taxes and minority interest		2,635		2.0	%		(342	)	-0.3	%		4,046		1.5	%		139		0.1	%
Income tax provision		(105	)	-0.1	%		(55	)	0.0	%		(195	)	-0.1	%		(110	)	0.0	%
Minority interest		(189	)	-0.1	%		(600	)	-0.5	%		(463	)	-0.2	%		(1,478	)	-0.6	%
Income (loss) from continuing operations		2,341		1.7	%		(997	)	-0.8	%		3,388		1.3	%		(1,449	)	-0.6	%
Income (loss) from discontinued operations (including gain on the disposition of Latin American operations of $12,488 in the six months ended December 31, 2002)		(166	)	-0.1	%		745		0.6	%		(607	)	-0.2	%		13,950		5.7	%
Net income (loss)		2,175		1.6	%		(252	)	-0.2	%		2,781		1.0	%		12,501		5.1	%
Less: Net (income) loss allocated to redeemable nonconvertible participating preferred stock under the two-class method		(502	)	-0.4	%		29		0.0	%		(498	)	-0.2	%		(772	)	-0.3	%
Less: Accretion of redeemable preferred stock		(1,706	)	-1.3	%		(1,201	)	-1.0	%		(2,907	)	-1.1	%		(1,201	)	-0.5	%
Net income (loss) applicable to common stock	$	(33	)	0.0	%	$	(1,424	)	-1.2	%	$	(624	)	-0.2	%	$	10,528		4.3	%
Income (loss) per share
Basic—
Income (loss) from continuing operations after accretion of redeemable nonconvertible participating preferred stock	$	0.01				$	(0.13	)			$	(0.01	)			$	(0.16	)
Income (loss) from discontinued operations		(0.01	)			$	0.04					(0.03	)				0.82
Net income (loss)	$	(0.00	)			$	(0.09	)			$	(0.04	)			$	0.66
Diluted—
Income (loss) from continuing operations after accretion of redeemable nonconvertible participating preferred stock	$	0.01				$	(0.13	)			$	(0.01	)			$	(0.16	)
Income (loss) from discontinued operations		(0.01	)				0.04					(0.03	)				0.82
Net income (loss)	$	(0.00	)			$	(0.09	)			$	(0.04	)			$	0.66
Average number of shares outstanding—Basic		16,521					16,142					16,460					16,068
Average number of shares outstanding—Diluted		17,617					16,142					16,460					16,068

RURAL/METRO CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

For The Six Months Ended December 31, 2003 and 2002

(Unaudited)

(In thousands)

	2003			2002
				(As Restated)
Cash flows from operating activities:
Net income	$	2,781		$	12,501
Adjustments to reconcile net income to cash provided by operating activities—
Non-cash portion of gain on disposition of Latin American operations		—			(13,732	)
Depreciation and amortization		6,223			6,773
(Gain) loss on sale of property and equipment		10			(359	)
Provision for doubtful accounts		44,556			42,952
Earnings of minority shareholder		463			1,478
Amortization of deferred financing costs		1,414			871
Amortization of debt discount		13			13
Change in assets and liabilities—
Increase in accounts receivable		(51,643	)		(40,098	)
(Increase) decrease in inventories		(494	)		85
Decrease in prepaid expenses and other		944			146
Increase in insurance deposits		(558	)		(12	)
Decrease in other assets		724			1,819
Decrease in accounts payable		(3,192	)		(2,545	)
Increase (decrease) in accrued liabilities and other liabilities		1,294			(4,425	)
Increase in deferred revenue		595			126
Net cash provided by operating activities		3,130			5,593
Cash flows from investing activities:
Capital expenditures		(3,410	)		(4,716	)
Proceeds from the sale of property and equipment		81			474
Net cash used in investing activities		(3,329	)		(4,242	)
Cash flows from financing activities:
Repayments on credit facility		(1,000	)		—
Repayment of debt and capital lease obligations		(547	)		(748	)
Distributions to minority shareholders		—			(357	)
Cash paid for debt modification costs		(515	)		(971	)
Issuance of common stock		206			186
Net cash used in financing activities		(1,856	)		(1,890	)
Effect of currency exchange rate changes on cash		—			(21	)
Decrease in cash		(2,055	)		(560	)
Cash, beginning of period		12,561			10,677
Cash, end of period	$	10,506		$	10,117

RURAL/METRO CORPORATION

RECONCILIATION OF EBITDA

TO CASH FLOW USED IN OPERATING ACTIVITIES

	Three Months Ended December 31,						Six Months Ended December 31,
	2003			2002			2003			2002
Net income (loss)	$	2,175		$	(252	)	$	2,781		$	12,501
Add back:
Depreciation and amortization		2,860			3,325			6,223			6,773
Interest expense		7,194			7,330			15,208			13,241
Interest income		(22	)		(22	)		(51	)		(49	)
Income tax provision		105			55			195			110
EBITDA		12,312			10,436			24,356			32,576
Increase (decrease):
Interest expense		(7,194	)		(7,330	)		(15,208	)		(13,241	)
Interest income		22			22			51			49
Income tax provision (benefit)		(105	)		(55	)		(195	)		(110	)
(Gain) loss on sale of property and equipment		(12	)		(187	)		10			(359	)
Non-cash portion of gain on disposal of Latin American operations		—			—			—			(13,732	)
Provision for doubtful accounts		22,704			21,414			44,556			42,952
Earnings of minority shareholder		189			600			463			1,478
Amortization of deferred financing costs		679			425			1,414			871
Amortization of debt discount		7			7			13			13
Changes in operating assets and liabilities		(20,018	)		(17,930	)		(52,330	)		(44,905	)
Cash flow provided by operating activities	$	8,584		$	7,402		$	3,130		$	5,592

The company regards EBITDA, which is widely used by analysts, investors, creditors, and other interested parties, as relevant and useful information. The company provides this information to permit a more comprehensive analysis of its ability to meet future debt service, capital expenditure, and working capital requirements. Additionally, the company’s management uses this information to evaluate the performance of its operating units. EBITDA is not intended to represent cash provided by operating activities as defined by generally accepted accounting principles and it should not be considered as an indicator of operating performance or an alternative to cash provided by operating activities as a measure of liquidity.