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): September 9, 2009

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.)

9221 East Via de Ventura

Scottsdale, Arizona

85258

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (480) 994-3886

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On September 9, 2009, Rural/Metro Corporation (the “Company”) issued a press release announcing its unaudited financial results for the quarter and fiscal year ended June 30, 2009. The full text of the Company’s press release is attached hereto as Exhibit 99.1. The press release contains forward-looking statements regarding the Company.

The Company provides all financial information required in accordance with generally accepted accounting principles (GAAP). To supplement its consolidated financial statements presented in accordance with GAAP, the Company is also providing in the attached press release non-GAAP EBITDA (earnings before interest, taxes, depreciation and amortization) from continuing operations. EBITDA from continuing operations is not intended to replace or be displayed more prominently than the Company’s GAAP measurements. The Company has included information concerning this non-GAAP information in the release, including a reconciliation of such information to the most comparable GAAP measures, the reasons why the Company believes such information is useful to investors and the Company’s use of such information for additional purposes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated September 9, 2009.

The information in this Current Report on 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.

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.

	RURAL/METRO CORPORATION
Date: September 9, 2009	By:	/s/    Kristine B. Ponczak
		Kristine B. Ponczak
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated September 9, 2009.

EX-99.1

EXHIBIT 99.1

CONTACT:	Liz Merritt, Rural/Metro Corporation
	(480) 606-3337
	Sharrifah Al-Salem, FD
	(415) 293-4414

RURAL/METRO REPORTS FISCAL 2009

FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS

Highlights:

• Company makes $10 million principal payment to reduce senior debt.

• Net revenue increased 3.5% to $498.8 million for the full year; up 3.7% to $129.1 million in the fourth quarter.

• Net income increased 22.7% to $5.0 million for the full year; up 50.0% to $2.2 million in the fourth quarter.

• Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) from continuing operations increased 11.4% to $58.5 million for the full year; up 3.6% to $15.0 million in the fourth quarter.

• Average Patient Charge (APC) increased $14 per transport to $370 for the full year; up $11 per transport to $380 in the fourth quarter.

• Net cash provided by operating activities up 49.6% to $52.1 million for the full year.

SCOTTSDALE, Ariz. (Sept. 9, 2009) – Rural/Metro Corporation (NASDAQ: RURL), a leading provider of ambulance and private fire protection services, announced results today for its fiscal 2009 fourth quarter and full year, highlighting strong cash-flow generation, growth in profitability, and further progress in reducing uncompensated care.

Jack Brucker, President and Chief Executive Officer, said, “Quarterly and full-year results demonstrated the continued effectiveness of our strategy to capitalize on a successful business model that focuses on delivering high-quality services and best-in-class patient care. Solid results this quarter and throughout fiscal 2009 were driven primarily by our ability to grow the business, successfully manage uncompensated care, improve operating efficiencies and advance our technology initiatives.”

The Company announced today that it made a $10.0 million principal payment to further reduce the outstanding principal balance of its senior Term Loan B to $56.0 million, from the original issue of $135.0 million in 2005. “We remain committed to deleveraging the balance sheet, as strong cash flows support our ability to reduce debt and enhance the long-term enterprise value for our stockholders,” Mr. Brucker said.

Results of Operations for the Fiscal Year Ended June 30, 2009

Consolidated net revenue for fiscal 2009 increased 3.5 percent, or $16.6 million, to $498.8 million, compared to $482.2 million in fiscal 2008. Ambulance services revenue increased 3.7 percent, or $15.0 million, to $423.4 million, compared to $408.4 million in the prior year. Other services revenue, which includes fire protection services, increased 2.3 percent, or $1.7 million, to $75.4 million, compared to $73.7 million for the prior year. Consolidated net revenue growth was driven primarily by increases in APC and new ambulance contracts.

Payroll and employee benefits for fiscal 2009 were $309.9 million, or 62.1 percent of net revenue, compared to $298.4 million, or 61.9 percent of net revenue, in fiscal 2008. The year-over-year increase in payroll dollars was driven primarily by increases in workers’ compensation and employee health insurance expenses, as well as cost-of-living wage increases.

Other operating expenses for fiscal 2009 were $117.6 million, or 23.6 percent of net revenue, compared to $117.5 million, or 24.4 percent of net revenue, in fiscal 2008. These results included a reduction in professional fees and fuel expenses offset by an increase in vehicle, equipment and station expenses.

General and auto liability expense for fiscal 2009 was $11.8 million, a decrease of $2.6 million when compared to general and auto liability expense of $14.4 million in fiscal 2008. The decrease was related to a reduction in current-year premium and claims expense.

The income tax provision for fiscal 2009 reflects a $1.0 million wage tax credit identified by the Company that reduced the overall provision and resulted in a fiscal 2009 effective income tax rate of 49.6 percent, compared to an effective income tax rate of 50.9 percent for fiscal 2008. Cash taxes paid in fiscal 2009 were $1.2 million.

Income from continuing operations for fiscal 2009 was $5.9 million, or diluted earnings per share (EPS) of $0.24, compared to income from continuing operations of $3.7 million, or diluted EPS of $0.15, in fiscal 2008. Net income from all operations for fiscal 2009 was $5.0 million, or diluted EPS of $0.20, compared to net income from all operations of $4.1 million, or diluted EPS of $0.16 in fiscal 2008.

EBITDA from continuing operations for fiscal 2009 increased 11.4 percent, or $6.0 million, to $58.5 million compared to $52.5 million for fiscal 2008.

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, 2009 and 2008 is included with this press release and the related current report on Form 8-K.

2

Net cash provided by operating activities remained strong in fiscal 2009, increasing by 49.6 percent to $52.1 million, compared to $34.8 million in fiscal 2008. Capital expenditures for fiscal 2009 were $16.7 million.

Results of Operations for the Fourth Quarter Ended June 30, 2009

Consolidated net revenue for the fiscal fourth quarter 2009 increased 3.7 percent, or $4.6 million, to $129.1 million, compared to $124.5 million for the same period in fiscal 2008. Ambulance services revenue increased 3.7 percent, or $3.9 million, to $109.9 million, compared to $106.0 million for the same prior-year period. Other services revenue, which includes fire protection services, increased 3.8 percent, or $0.7 million, to $19.2 million, compared to $18.5 million for the same prior-year period. Consolidated quarterly net revenue growth was driven primarily by increases in APC and new ambulance contracts.

Payroll and employee benefits for the fiscal fourth quarter 2009 were $81.4 million, or 63.0 percent of net revenue, compared to $75.2 million, or 60.4 percent of net revenue, in the same prior-year period. The quarter-over-quarter increase in payroll dollars was driven primarily by increases in workers’ compensation and employee health insurance expenses, as well as an increase in ambulance unit hours due to higher transport volume.

Other operating expenses for the fourth quarter ended June 30, 2009 were $31.5 million, or 24.4 percent of net revenue, compared to $30.5 million, or 24.5 percent of net revenue, for the same prior-year period. The difference was due primarily to an increase in vehicle, equipment and station expenses, offset in part by lower fuel expenses.

General and auto liability expense in the fiscal fourth quarter 2009 was $1.1 million, a decrease of $3.5 million when compared to general and auto liability expense of $4.6 million for the same prior-year period. The decrease was related primarily to net positive changes in actuarial adjustments from year to year.

As noted above, the income tax provision reflects a $1.0 million wage tax credit identified by the Company that reduced the overall provision and resulted in a fiscal fourth-quarter 2009 effective income tax rate of 29.7 percent compared to an effective income tax rate of 50.2 percent for the same period of the prior year.

Income from continuing operations for the fiscal fourth quarter 2009 was $2.5 million, or diluted EPS of $0.10, compared to income from continuing operations of $1.6 million, or diluted EPS of $0.07 for the same prior-year period. Net income from all operations for the fourth quarter was $2.2 million, or diluted EPS of $0.09, compared to net income from all operations of $1.5 million, or diluted EPS of $0.06 in fiscal 2008.

EBITDA from continuing operations for the fourth quarter ended June 30, 2009 increased 3.6 percent, or $0.6 million, to $15.0 million compared to $14.4 million for the same prior-year period.

3

Fourth-Quarter Operating Statistics

The following table provides results for medical transports, APC, and DSO during each of the five most recent quarters.

• Increases in fourth-quarter transport volume were related primarily to new contracts and expansion in existing markets, offset partly by discontinued contracts in Tempe, Arizona, and unincorporated Orange County, Florida.

• APC continued to increase on a year-over-year and sequential quarterly comparison, with the improvement driven equally by increases in rates and reductions in uncompensated care.

• Improvements in DSO continued to be driven by the ongoing effectiveness and efficiency of the company’s billing and collections process.

	Q4 ’08		Q1 ’09		Q2 ’09		Q3 ’09		Q4 ’09
	(6/30/08)		(9/30/08)		(12/31/08)		(3/31/09)		(6/30/09)
Medical Transports (1)		266,926		269,044		261,041		268,515		269,567
Average Patient Charge (APC) (2)	$	369	$	362	$	364	$	374	$	380
Days Sales Outstanding (DSO) (3)		60		59		57		55		52

(1) Defined as emergency and non-emergency medical patient transports from continuing operations.

(2) Net medical transport APC is defined as gross 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.

Fiscal 2010 Financial Guidance

The Company announced financial guidance for the fiscal year ending June 30, 2010, with EBITDA from continuing operations expected to be in the range of $60.0 million to $63.0 million and capital expenditures expected to be in the range of $16.0 million to $19.0 million.

Mr. Brucker concluded, “Our goals in 2010 will target growth through new contracts and same-service-area expansion, as we strive to improve key metrics, advance important technology projects and increase profitability. We believe our guidance reflects the investments we will make to support the highest levels of service quality while also striving to achieve optimal operating efficiencies.”

4

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 877-419-6596 (domestic) or 719-325-4846 (international). The call also will be broadcast and archived 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) Sept. 11, 2009. To access the replay, dial 888-203-1112. From international locations, dial 719-457-0820. The required pass code is 4689985.

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 future financial condition, performance and other matters that constitute “forward-looking” statements as such term is defined by the federal securities laws. Many of these statements can be found by looking for words such as “believe”, “anticipate,” “expect,”, “plan”, “intend”, “may”, “should”, “will likely result”, “continue”, “estimate”, “project”, “goals”, or similar words used herein in connection with any discussions of future operating or financial performance or business prospects. 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, uncompensated care, working capital, accounts receivable collection, liquidity, cash flow, EBITDA, capital expenditures, insurance coverage and claim reserves, capital needs, key operating metrics, future growth plans, future operating results and future compliance with covenants in our debt facilities or instruments. In addition, the Company may face risks and uncertainties related to 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.

(RURL/F)

###

5

RURAL/METRO CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	June 30, 2009			June 30, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	37,108		$	15,907
Accounts receivable, net		64,355			76,131
Inventories		8,535			8,456
Deferred income taxes		25,032			22,263
Prepaid expenses and other		19,895			18,946
Total current assets		154,925			141,703
Property and equipment, net		49,096			46,938
Goodwill		37,700			37,700
Deferred income taxes		41,678			50,773
Insurance deposits		716			989
Other assets		10,840			16,108
Total assets	$	294,955		$	294,211
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	14,883		$	16,147
Accrued liabilities		57,588			55,139
Deferred revenue		21,585			21,901
Current portion of long-term debt		199			374
Total current liabilities		94,255			93,561
Long-term debt, net of current portion		277,110			279,017
Other liabilities		28,497			29,536
Total liabilities		399,862			402,114
Minority interest		1,825			1,966
Stockholders’ deficit:
Common stock, $0.01 par value, 40,000,000 shares authorized, 24,852,726 and 24,822,726 shares issued and outstanding at June 30, 2009 and 2008, respectively		248			248
Additional paid-in capital		155,187			154,918
Treasury stock, 96,246 shares at both June 30, 2009 and 2008		(1,239	)		(1,239	)
Accumulated other comprehensive income (loss)		(2,597	)		(439	)
Accumulated deficit		(258,331	)		(263,357	)
Total stockholders’ deficit		(106,732	)		(109,869	)
Total liabilities, minority interest and stockholders’ deficit	$	294,955		$	294,211

RURAL/METRO CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Three Months Ended June 30,						Twelve Months Ended June 30,
	2009			2008			2009			2008
Net revenue	$	129,103		$	124,535		$	498,808		$	482,167
Operating expenses:
Payroll and employee benefits		81,398			75,219			309,894			298,395
Depreciation and amortization		3,822			3,316			14,588			12,736
Other operating expenses		31,537			30,510			117,611			117,523
General/auto liability insurance expense		1,056			4,552			11,766			14,421
Gain on sale of assets		(138	)		(108	)		(551	)		(1,386	)
Gain on property insurance settlement		—			—			—			(70	)
Total operating expenses		117,675			113,489			453,308			441,619
Operating income		11,428			11,046			45,500			40,548
Interest expense		(7,518	)		(7,983	)		(30,843	)		(31,731	)
Interest income		69			67			324			374
Income from continuing operations before income taxes and minority interest		3,979			3,130			14,981			9,191
Income tax provision		(1,181	)		(1,570	)		(7,427	)		(4,674	)
Minority interest		(291	)		84			(1,609	)		(812	)
Income from continuing operations		2,507			1,644			5,945			3,705
Income (loss) from discontinued operations, net of income taxes		(312	)		(181	)		(919	)		392
Net income	$	2,195		$	1,463		$	5,026		$	4,097
Income (loss) per share:
Basic -
Income from continuing operations	$	0.10		$	0.07		$	0.24		$	0.15
Income (loss) from discontinued operations	$	(0.01	)		(0.01	)	$	(0.04	)		0.02
Net income	$	0.09		$	0.06		$	0.20		$	0.17
Diluted -
Income from continuing operations	$	0.10		$	0.07		$	0.24		$	0.15
Income (loss) from discontinued operations	$	(0.01	)		(0.01	)	$	(0.04	)		0.01
Net income	$	0.09		$	0.06		$	0.20		$	0.16
Average number of common shares outstanding - Basic		24,845			24,823			24,834			24,787
Average number of common shares outstanding - Diluted		24,938			24,920			24,915			24,952

RURAL/METRO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended June 30, 2009 and 2008

(in thousands)

	2009			2008
Cash flows from operating activities:
Net income	$	5,026		$	4,097
Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization		14,697			12,983
Non-cash adjustments to insurance claims reserves		(4	)		(6,260	)
Accretion of 12.75% Senior Discount Notes		9,968			8,809
Deferred income taxes		7,622			3,493
Tax benefit from the exercise of stock options		(9	)		(72	)
Amortization of deferred financing costs		2,089			2,105
Loss on sale of property and equipment		76			358
Earnings of minority shareholder		1,609			812
Stock based compensation expense (benefit)		241			12
Proceeds from property insurance settlement		—			(70	)
Change in assets and liabilities - Accounts receivable		11,776			2,182
Inventories		(79	)		326
Prepaid expenses and other		559			(422	)
Insurance deposits		273			879
Other assets		175			2,532
Accounts payable		(872	)		31
Accrued liabilities		221			3,106
Deferred revenue		(316	)		(3,058	)
Other liabilities		(971	)		2,978
Net cash provided by operating activities		52,081			34,821
Cash flows from investing activities:
Purchases of short-term investments		—			(5,000	)
Sales of short-term investments		—			5,000
Capital expenditures		(16,692	)		(13,327	)
Proceeds from the sale/disposal of property and equipment		46			26
Proceeds from property insurance settlement		—			70
Net cash used in investing activities		(16,646	)		(13,231	)
Cash flows from financing activities:
Repayment of debt		(12,512	)		(13,987	)
Issuance of debt		—			3,800
Cash paid for debt issuance costs		—			(857	)
Tax benefit from the exercise of stock options		9			72
Issuance of common stock		19			58
Distributions to minority shareholders		(1,750	)		(950	)
Net cash used in financing activities		(14,234	)		(11,864	)
Increase in cash and cash equivalents		21,201			9,726
Cash and cash equivalents, beginning of year		15,907			6,181
Cash and cash equivalents, end of year	$	37,108		$	15,907
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		1,508			—
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment funded by liabilities	$	962		$	892
Note payable incurred for software licenses		—			396
Supplemental cash flow information:
Cash paid for interest	$	19,360		$	20,890
Cash paid for income taxes, net		1,181			1,748

RURAL/METRO CORPORATION

RECONCILIATION OF INCOME (LOSS) FROM CONTINUING AND DISCONTINUED OPERATIONS TO EBITDA

(in thousands)

	Three Months Ended June 30,						Twelve Months Ended June 30,
	2009			2008			2009			2008
Income from continuing operations	$	2,507		$	1,644		$	5,945		$	3,705
Add (deduct):
Depreciation and amortization		3,822			3,316			14,588			12,736
Interest expense		7,518			7,983			30,843			31,731
Interest income		(69	)		(67	)		(324	)		(374	)
Income tax provision		1,181			1,570			7,427			4,674
EBITDA from continuing operations		14,959			14,446			58,479			52,472
Income (loss) from discontinued operations		(312	)		(181	)		(919	)		392
Add (deduct):
Depreciation and amortization		3			38			108			247
Income tax provision (benefit)		(159	)		(164	)		(543	)		232
EBITDA from discontinued operations		(468	)		(307	)		(1,354	)		871
Total EBITDA	$	14,491		$	14,139		$	57,125		$	53,343