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): May 14, 2004

RURAL/METRO CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-22056	86-0746929
(State or other jurisdiction of incorporation)	(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 May 14, 2004, Rural/Metro Corporation, a Delaware corporation, issued a press release announcing its results for the quarter ended March 31, 2004. 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: May 14, 2004	By:	/s/    Michael S. Zarriello
		Michael S. Zarriello Senior Vice President and Chief Financial Officer

CURRENT REPORT ON FORM 8-K

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release of Rural/Metro Corporation, dated May 14, 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 ANNOUNCES THIRD-QUARTER NET REVENUE

OF $136.8 MILLION; NET INCOME OF $2.2 MILLION

• 10.6% Increase in Net Revenue over 2003

• 9.1% Increase in Same-Service-Area EMS Revenue Over Prior Year

• 11% Increase in EBITDA to $12.3 Million

SCOTTSDALE, Ariz. (May 14, 2004)—Rural/Metro Corporation (NASDAQ: RURLC), a leading national provider of medical transportation and fire protection services, announced today the results for its fiscal 2004 third quarter ended March 31, 2004.

Net revenue for the three months ended March 31, 2004 was $136.8 million, compared to $123.7 million for the same quarter of the prior year, representing an increase of 10.6%. For the nine months ended March 31, 2004, net revenue was $401.0 million, compared to $368.0 million for the same period of the prior year, representing an increase of 9.0%.

Medical transportation and related service revenue increased $12.1 million, or 11.5%, from $105.7 million for the three months ended March 31, 2003 to $117.8 million for the three months ended March 31, 2004. These overall results reflect the Company’s continued focus on same-service-area growth, improved billing and collections, rate increases, and operational efficiencies. On a same-service-area basis, medical transportation and related service revenue for the three months ended March 31, 2004 increased $9.7 million, or 9.1% over the same period of the prior year. Additionally, there was a $1.9 million increase in revenue related to new contracts.

Fire and other revenue increased approximately $1.0 million, or 5.6%, from $18.0 million for the three months ended March 31, 2003 to $19.0 million for the three months ended March 31, 2004. The increase is primarily due to an increase in fire subscription revenue of $0.8 million primarily as a result of increased subscription rates.

Income from continuing operations for the three months ended March 31, 2004 was $2.2 million, compared to a loss from continuing operations of $(11,000) in the same period of fiscal 2003. For the first nine months of fiscal 2004, the company reported income from continuing

operations of $5.1 million, compared to a loss from continuing operations of $(2.0) million for the same period in fiscal 2003.

Jack Brucker, President and Chief Executive Officer, said, “We are pleased to generate consistent growth in revenue and income, as we execute on our strategic plan to increase market share in existing service areas. Our commitment to this plan has resulted in consistent improvement in financial and operating performance.”

For the three months ended March 31, 2004, medical transport volume increased by approximately 6.0%, representing 15,600 additional transports over the same period of the prior year. Approximately 4,400 of the additional transports provided in the three-month period were attributed to new contract activity. For the nine months ended March 31, 2004, medical transport volume increased by 5.2%, representing an additional 39,400 transports over the same period of the prior year. Approximately 13,000 of the additional transports provided in the nine-month period were attributed to new contract activity.

For the three months ended March 31, 2004, the company reported $12.3 million in earnings before interest, taxes, depreciation and amortization (EBITDA), compared to $11.1 million for the same period of the prior year. For the first nine months of fiscal 2004, the company reported EBITDA of $36.7 million, compared with $43.7 million for the same period of the prior year. Excluding a $12.5 million, non-cash gain for the disposal of the company’s Latin American operations, EBITDA for the nine months ended March 31, 2003 would have been $31.2 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 expenditures, 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.

Cash collections for the three months ended March 31, 2004 totaled $115.7 million, compared to $110.0 million for the same period in fiscal 2003. For the nine months ended March 31, 2004, cash collections totaled $340.3 million, compared to $330.8 million for the same period in fiscal 2003.

Brucker continued, “While we are diligent in our ongoing efforts to create consistent growth, we also remain intently focused on sustaining strong cash-flow performance.” Daily cash deposits for the three months ended March 31, 2004 averaged $1.9 million, compared to an average of $1.8 million daily for the three months ended March 31, 2003.

Contract activities during the quarter included the award of long-term, exclusive medical transportation renewal contracts in two Arizona communities and one aircraft rescue and fire fighting (ARFF) renewal contract at a municipal airport in North Dakota. The medical transportation contract renewals were awarded for continuing service to the Town of Gilbert, Arizona, and the City of Apache Junction, Arizona. Each contained terms of up to nine years. The ARFF contract provided for a two-year renewal to continue providing airport fire and safety services to the Bismarck Municipal Airport in North Dakota.

“We are very pleased to continue serving each of these customers,” Brucker said, adding, “Our ability to continuously renew contract relationships illustrates the high level of confidence and satisfaction that our customers have in the quality of our services.”

Following is a summary of certain of the company’s key operating statistics. EMS transports and Average EMS Patient Charge statistics have been adjusted for discontinued operations:

	Q3 ‘03 (3/31/03)		Q4 ‘03 (6/30/03)		Q1 ‘04 (9/30/03)		Q2 ‘04 (12/31/03)		Q3 ‘04 (3/31/04)
EMS Transports (1)		254,000		253,200		259,900		266,200		269,600
Net/Net Average EMS Patient Charge (2)	$	298	$	299	$	307	$	308	$	311
Average DSO (YTD) (3)		44		44		42		43		44

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

(2) Net/Net Average Emergency Medical Services (EMS) Patient Charge is defined as gross EMS transport revenue minus provisions for Medicare, Medicaid and other third-party payers and doubtful accounts divided by EMS transports from continuing operations. 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)

4

RURAL/METRO CORPORATION

CONSOLIDATED BALANCE SHEET

(in thousands)

	March 31, 2004			June 30, 2003
ASSETS	(Unaudited)
Current assets:
Cash	$	9,253		$	12,561
Accounts receivable, net of allowance for doubtful accounts of $54,270 and $48,422 at March 31, 2004 and June 30, 2003, respectively		67,300			60,428
Inventories		11,283			11,504
Prepaid expenses and other assets		5,750			7,511
Total current assets		93,586			92,004
Property and equipment, net		40,564			43,010
Goodwill		41,167			41,167
Insurance deposits		8,299			7,937
Other assets		13,720			12,048
	$	197,336		$	196,166
LIABILITIES, MINORITY INTEREST, REDEEMABLE NONCONVERTIBLE PARTICIPATING PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	12,197		$	13,778
Accrued liabilities		51,349			57,698
Deferred revenue		18,417			17,603
Current portion of long-term debt		1,465			1,329
Total current liabilities		83,428			90,408
Long-term debt, net of current portion		304,397			305,310
Other liabilities		—			181
Deferred income taxes		650			650
Total liabilities		388,475			396,549
Minority interest		2,382			1,984
Series B redeemable nonconvertible participating preferred stock, $.01 par value, 634,647 shares authorized, 211,549 shares issued and outstanding at March 31, 2004 and June 30, 2003; including accretion of $7,207 and $3,604, respectively (redemption value of $15.0 million)		11,396			7,793
Series C redeemable nonconvertible participating preferred stock, $.01 par value, 283,979 shares authorized, 283,979 shares issued and outstanding at March 31, 2004; including accretion of $1,010 (redemption value of $10.0 million)		4,446			—
Stockholders' equity (deficit):
Common stock, $.01 par value 23,000,000 shares authorized, 16,876,196 and 16,207,830 shares issued and outstanding at March 31, 2004 and June 30, 2003, respectively		172			166
Additional paid-in capital		131,248			135,405
Treasury stock		(1,239	)		(1,239	)
Accumulated deficit		(339,544	)		(344,492	)
Total stockholders' equity (deficit)		(209,363	)		(210,160	)
	$	197,336		$	196,166

RURAL/METRO CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

For The Three and Nine Months Ended March 31, 2004 and 2003

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended March 31,										Nine Months Ended March 31,
	2004			% of Net revenue		2003			% of Net revenue		2004			% of Net revenue		2003			% of Net revenue
						(As Restated*)										(As Restated*)
Net revenue	$	136,755		100.0	%	$	123,696		100.0	%	$	400,993		100.0	%	$	368,048		100.0	%
Operating expenses:
Payroll and employee benefits		71,178		52.0	%		67,508		54.6	%		211,217		52.7	%		201,853		54.8	%
Provision for doubtful accounts		23,533		17.2	%		19,245		15.6	%		66,142		16.5	%		59,030		16.0	%
Depreciation and amortization		3,179		2.3	%		3,197		2.6	%		8,874		2.2	%		9,671		2.6	%
Other operating expenses		29,774		21.8	%		25,994		21.0	%		86,930		21.7	%		78,348		21.3	%
Restructuring and other		—		0.0	%		—		0.0	%		—		0.0	%		(1,421	)	-0.4	%
Total operating expenses		127,664		93.4	%		115,944		93.7	%		373,163		93.1	%		347,481		94.4	%
Operating income		9,091		6.6	%		7,752		6.3	%		27,830		6.9	%		20,567		5.6	%
Interest expense		(6,898	)	-5.0	%		(7,211	)	-5.8	%		(22,106	)	-5.5	%		(20,452	)	-5.6	%
Interest income		16		0.0	%		32		0.0	%		67		0.0	%		81		0.0	%
Income from continuing operations before income taxes and minority interest		2,209		1.6	%		573		0.5	%		5,791		1.4	%		196		0.1	%
Income tax provision		(94	)	-0.1	%		(66	)	-0.1	%		(289	)	-0.1	%		(176	)	0.0	%
Minority interest		65		0.0	%		(518	)	-0.4	%		(398	)	-0.1	%		(1,996	)	-0.5	%
Income (loss) from continuing operations		2,180		1.6	%		(11	)	0.0	%		5,104		1.3	%		(1,976	)	-0.5	%
Income (loss) from discontinued operations		(13	)	0.0	%		546		0.4	%		(156	)	0.0	%		15,012		4.1	%
Net income		2,167		1.6	%		535		0.4	%		4,948		1.2	%		13,036		3.5	%
Less: Net income allocated to redeemable nonconvertible participating preferred stock under the two-class method		(495	)	-0.4	%		(62	)	-0.1	%		(964	)	-0.2	%		(1,050	)	-0.3	%
Less: Accretion of redeemable nonconvertible participating preferred stock		(1,706	)	-1.2	%		(1,202	)	-1.0	%		(4,613	)	-1.2	%	$	(2,403	)	-0.7	%
Net income (loss) applicable to common stock	$	(34	)			$	(729	)			$	(629	)			$	9,583
Income (loss) per share
Basic -
Loss from continuing operations applicable to common stock	$	(0.00	)			$	(0.07	)			$	(0.03	)			$	(0.26	)
Income (loss) from discontinued operations applicable to common stock	$	(0.00	)			$	0.03				$	(0.01	)			$	0.86
Net income (loss)	$	(0.00	)			$	(0.04	)			$	(0.04	)			$	0.60
Diluted -
Loss from continuing operations applicable to common stock	$	(0.00	)			$	(0.07	)			$	(0.03	)			$	(0.26	)
Income (loss) from discontinued operations applicable to common stock	$	(0.00	)			$	0.03				$	(0.01	)			$	0.86
Net income (loss)	$	(0.00	)			$	(0.04	)			$	(0.04	)			$	0.60
Average number of shares outstanding—Basic and diluted		16,750					16,163					16,557					16,100

* We have restated our earnings per share calculations for the three and nine months ended March 31, 2003 to reflect earnings per share using the two-class method.

RURAL/METRO CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

For The Nine Months Ended March 31, 2004 and 2003

(Unaudited)

(In thousands)

	2004			2003
Cash flows from operating activities:
Net income	$	4,948		$	13,036
Adjustments to reconcile net income to net cash provided by operating activities-
Non-cash portion of gain on disposition of Latin American operations		—			(13,732	)
Non-cash reversal of restructuring and other		—			(1,421	)
Depreciation and amortization		9,423			10,105
(Gain) loss on sale of property and equipment		104			(162	)
Provision for doubtful accounts		68,175			63,530
Earnings of minority shareholder		398			2,001
Amortization of deferred financing costs		2,083			1,608
Amortization of debt discount		19			19
Change in assets and liabilities-
Increase in accounts receivable		(75,047	)		(61,500	)
Decrease in inventories		221			310
Decrease in prepaid expenses and other assets		1,761			1,848
Increase in insurance deposits		(362	)		(916	)
(Increase) decrease in other assets		(797	)		545
Decrease in accounts payable		(1,581	)		(1,052	)
Decrease in accrued liabilities and other liabilities		(5,394	)		(10,119	)
Increase in deferred revenue		815			457
Net cash provided by operating activities	$	4,766		$	4,557
Cash flows from investing activities:
Capital expenditures		(6,182	)		(6,706	)
Proceeds from the sale of property and equipment		92			559
Net cash used in investing activities	$	(6,090	)	$	(6,147	)
Cash flows from financing activities:
Repayments on credit facility		(1,000	)		—
Repayment of debt and capital lease obligations		(931	)		(1,253	)
Distributions to minority shareholders		—			(361	)
Cash paid for debt modification costs		(515	)		(1,440	)
Proceeds from issuance of common stock		462			391
Net cash used in financing activities	$	(1,984	)	$	(2,663	)
Effect of currency exchange rate changes on cash		—			(21	)
Decrease in cash		(3,308	)		(4,274	)
Cash, beginning of period	$	12,561		$	10,677
Cash, end of period	$	9,253		$	6,403

RURAL/METRO CORPORATION

RECONCILIATION OF EBITDA

TO CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES

	Three Months Ended March 31,						Nine Months Ended March 31,
	2004			2003			2004			2003
Net income	$	2,167		$	535		$	4,948		$	13,036
Add back:
Depreciation and amortization		3,200			3,332			9,423			10,105
Interest expense		6,898			7,211			22,106			20,452
Interest income		(16	)		(32	)		(67	)		(81	)
Income tax provision		94			66			289			176
EBITDA		12,343			11,112			36,699			43,688
Increase (decrease):
Interest expense		(6,898	)		(7,211	)		(22,106	)		(20,452	)
Interest income		16			32			67			81
Income tax provision (benefit)		(94	)		(66	)		(289	)		(176	)
(Gain) loss on sale of property and equipment		94			197			104			(162	)
Non-cash portion of gain on disposal of Latin American operations		—			—			—			(13,732	)
Non-cash reversal of restructuring and other		—						—			(1,421	)
Provision for doubtful accounts		23,619			20,578			68,175			63,530
Earnings of minority shareholder		(65	)		523			398			2,001
Amortization of deferred financing costs		669			737			2,083			1,608
Amortization of debt discount		6			6			19			19
Changes in operating assets and liabilities		(28,054	)		(26,944	)		(80,384	)		(70,427	)
Net cash provided by (used in) operating activities	$	1,636		$	(1,036	)	$	4,766		$	4,557

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.