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Emergency Medical Services Announces First Quarter Earnings Per Share of $0.17.

Publication: Business Wire
Date: Tuesday, May 9 2006

GREENWOOD VILLAGE, Colo. -- Emergency Medical Services Corporation (NYSE:EMS):

Highlights:

--Net revenue was $469.1 million for the first quarter ended March 31, 2006, an increase of 9.2% compared to the same period last year;

--EBITDA was $38.9 million for the first

quarter, an increase of 10.1% compared to the same period last year (excluding Laidlaw acquisition-related compensation charges in January 2005); and

--Diluted earnings per share were $0.17 for the first quarter ($0.18 per diluted share excluding stock option expense).

Emergency Medical Services Corporation (NYSE:EMS) ("EMSC" or the "Company") today announced results for the first quarter ended March 31, 2006.

"We are pleased with the Company's overall performance during the first quarter of 2006. We continue to demonstrate year over year contract growth while at the same time entering new markets. We are exceptionally pleased with EmCare's performance and growth. Notwithstanding a challenging quarter at AMR, we remain confident in its performance and growth opportunities," said William A. Sanger, Chairman and Chief Executive Officer.

Results of Operations for the First Quarter 2006

For the first quarter ended March 31, 2006, EMSC generated net revenue of $469.1 million, an increase of 9.2% compared to the same period last year. For the first quarter ended March 31, 2006, EMSC generated EBITDA of $38.9 million, an increase of 10.1% compared to the same period last year (excluding Laidlaw acquisition-related compensation charges in January 2005). A reconciliation of EBITDA to income (loss) from operations and net income is included in this press release.

EMSC generated net income of $7.3 million, or $0.17 per diluted share, on 42.4 million average weighted shares outstanding ($0.18 per diluted share excluding stock option expense), for the first quarter of 2006, compared to a net loss of $1.5 million for the same period last year. The variance is primarily due to improvement in operating results, and the net impact of certain costs related to the acquisition from Laidlaw International, Inc. ("Laidlaw"), effective January 31, 2005.

EmCare Holdings Inc. ("EmCare") generated net revenue of $173.8 million, an increase of 15.4% compared to the same period last year. EmCare generated EBITDA of $15.7 million, an increase of 83.6% compared to the same period last year (excluding Laidlaw acquisition-related compensation charges in January 2005). The increase in EBITDA resulted primarily from revenue increases in existing contracts, new contract wins, and terminating underperforming agreements.

American Medical Response, Inc. ("AMR") generated net revenue of $295.3 million, an increase of 5.9% compared to the same period last year. AMR generated EBITDA of $23.2 million, a decrease of 13.4% compared to the same period last year (excluding Laidlaw acquisition-related compensation charges in January 2005). Results were affected by lower than expected transport volume due to a mild winter flu season, increased fuel costs, and market-specific staffing shortages.

Operating cash flows for the quarter were $36.8 million, compared to $42.0 million for the same three month period last year. Operating cash flows were affected by changes in accounts receivable, timing differences in payroll and interest payments. Changes in net working capital contributed $8.6 million in the quarter. This included a $20.0 million decrease in accounts receivable compared to an increase of $4.6 million for the same period in 2005, offset by a reduction in accrued liabilities due to timing differences in our payroll-related disbursements of $17.1 million. Operating cash flows for the same period last year did not include a semi-annual interest payment of $12.5 million on our senior secured notes.

Net cash used in investing activities was $19.3 million for the three months ended March 31, 2006, compared to $840.3 million for the same period in 2005. The $821.0 million decrease is attributable principally to our net cash outflows of $828.8 million to purchase AMR and EmCare from Laidlaw in February 2005. Net cash used in investing activities during the first quarter ended March 31, 2006, relates primarily to capital expenditures for the purchase of new vehicles, medical equipment and technology-related assets, and the change in investments to fund insurance-related obligations.

For the three months ended March 31, 2006, net cash provided by financing activities was $3.3 million compared to net cash provided by financing activities of $818.8 million for the three months ended March 31, 2005. Net cash provided for the same period in 2005 relates primarily to financing obtained in our acquisition of AMR and EmCare.

Conference Call

EMSC management will host a conference call and live webcast on May 9, 2006, at 11:00 a.m. EDT, to discuss the Company's financial results. A 30-day online replay will be available approximately one hour following the conclusion of the live broadcast. A link to the live broadcast and online replay is available on the Investor Relations section of the Company's website at www.emsc.net.

About Emergency Medical Services Corporation

Under the recognized brands of EmCare and American Medical Response, Emergency Medical Services Corporation, headquartered in Greenwood Village, Colorado, is a leading provider of emergency medical services in the United States, serving more than nine million patients each year. EmCare provides outsourced emergency department staffing and management services to 338 hospitals nationwide. American Medical Response is America's leading provider of ambulance services with local operations in 35 states. For more information, visit www.emsc.net.

Forward-Looking Statements

Certain statements and information herein 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 press release, 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 SEC from time to time, including in the section entitled "Risk Factors" in the Company's most recent Annual Report on Form 10-K. Among the factors that could cause future results to differ materially from those provided in this press release are: the impact on our revenue of changes in transport volume, mix of insured and uninsured patients, and third party 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, both as it exists now and as it may change in the future; our ability to recruit and retain qualified physicians and other healthcare professionals, and enforce our non-compete agreements with our physicians; 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 generate cash flow to service our debt obligations and fund the cost of capital expenditures to maintain and upgrade our vehicle fleet and medical equipment; and the loss of existing contracts and the accuracy of our assessment of costs under new contracts.

Comparability of Historical Financial Data

The comparability of our financial information has been affected by a number of significant events and transactions. In February 2005, AMR and EmCare were acquired by Emergency Medical Services L.P. ("EMS LP"). For the month ended January 31, 2005, prior to the acquisition, the AMR and EmCare businesses formerly owned by Laidlaw are referred to as the "Predecessor." In addition, EMSC completed an IPO and used net proceeds from this offering to pay down a portion of a senior secured credit facility entered into as part of the acquisition. Generally the results of operations of our segments are comparable from period to period except for certain capital costs, such as interest and amortization, and Laidlaw acquisition-related compensation charges.

We have also included as supplemental information our unaudited pro forma statements of operations and cash flows for the twelve month period ended December 31, 2005, by quarter. These pro forma statements present the combination of the Predecessor one month ended January 31, 2005, with the financial information of EMSC subsequent to the acquisition ("Successor").

Non-GAAP Financial Measures Reconciliation

This press release includes presentations of EBITDA, which is defined as operating income plus depreciation and amortization expense. EBITDA is commonly used by management and investors as a measure of leverage capacity, debt service ability and liquidity. EBITDA is not considered a measure of financial performance under U.S. generally accepted accounting principles ("GAAP"), and the items excluded from EBITDA are significant components in understanding and assessing our financial performance. EBITDA should not be considered in isolation or as an alternative to such GAAP measures 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 non-GAAP financial measures are provided in this press release. Since EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

EMERGENCY MEDICAL SERVICES CORPORATION
  Unaudited Condensed Statements of Operations and Other Information
          Including a Reconciliation of EBITDA to Net Income
  (in thousands, except shares, per share data and other information)


                                              Predecessor   Pro forma
                  Consolidated  Consolidated   combined       three
                  three months   two months    one month      months
                     ended         ended         ended        ended
                   March 31,     March 31,    January 31,   March 31,
                      2006          2005         2005        2005(1)
                   -----------   -----------   ----------   ----------
Net revenue       $   469,124   $   286,389   $  143,069   $  429,458
                   -----------   -----------   ----------   ----------
Compensation and
 benefits             326,047       195,690      103,191      298,881
Operating
 expenses              66,454        39,170       18,469       57,639
Insurance expense      22,907        16,907        7,768       24,675
Selling, general
 and
 administrative
 expenses              14,839         8,679        4,283       12,962
Laidlaw
 compensation
 charges                    -             -       14,440       14,440
                   -----------   -----------   ----------   ----------
EBITDA            $    38,877   $    25,943   $   (5,082)  $   20,861
                   ===========   ===========   ==========   ==========

Reconciliation of
 EBITDA to net
 income (loss)
EBITDA            $    38,877   $    25,943   $   (5,082)  $   20,861
Depreciation and
 amortization
 expense              (15,844)       (8,896)      (3,894)     (12,790)
                   -----------   -----------   ----------   ----------
Income (loss)
 from operations       23,033        17,047       (8,976)       8,071
Interest expense      (11,292)       (9,824)      (1,169)     (10,993)
Realized (loss)
 gain on
 investments             (219)          (39)          13          (26)
Interest and
 other income
 (expense)                352            13           (4)           9
Income tax
 (expense)
 benefit               (4,628)       (2,662)       4,060        1,398
Equity in
 earnings of
 unconsolidated
 subsidiary                15             -            -            -
                   -----------   -----------   ----------   ----------
Net income (loss) $     7,261   $     4,535   $   (6,076)  $   (1,541)
                   ===========   ===========   ==========   ==========

Basic net income
 per common share $      0.17   $      0.14          N/A          N/A
Diluted net
 income per
 common share     $      0.17   $      0.14          N/A          N/A
Average common
 shares
 outstanding,
 basic             41,497,230    33,020,229          N/A          N/A
Average common
 shares
 outstanding,
 diluted           42,397,898    33,166,789          N/A          N/A

Other Information
EmCare patient
 visits             1,547,326       974,822      464,500    1,439,322
AMR ambulance
 transports           732,761       479,569      243,700      723,269
AMR weighted
 transports           748,060       490,918      249,421      740,339


(1) Pro forma combined one-month Predecessor with two-month Successor.



                EMERGENCY MEDICAL SERVICES CORPORATION
 Unaudited Reconciliation of Segment EBITDA to Income from Operations
                            (in thousands)

                                               Predecessor  Pro forma
                    Consolidated  Consolidated   combined     three
                    three months  two months    one month     months
                       ended         ended        ended       ended
                     March 31,     March 31,    January 31,  March 31,
                        2006          2005        2005(1)     2005(2)
                     -----------   -----------   ----------   --------
AMR
EBITDA              $    23,159   $    19,806   $    1,074   $ 20,880
 Depreciation and
  amortization
  expense               (12,610)       (7,404)      (3,418)   (10,822)
                     -----------   -----------   ----------   --------
Income (loss) from
 operations              10,549        12,402       (2,344)    10,058
                     -----------   -----------   ----------   --------

EmCare
EBITDA                   15,718         6,137       (6,156)       (19)
 Depreciation and
  amortization
  expense                (3,234)       (1,492)        (476)    (1,968)
                     -----------   -----------   ----------   --------
Income (loss) from
 operations              12,484         4,645       (6,632)    (1,987)
                     -----------   -----------   ----------   --------

Total
EBITDA                   38,877        25,943       (5,082)    20,861
 Depreciation and
  amortization
  expense               (15,844)       (8,896)      (3,894)   (12,790)
                     -----------   -----------   ----------   --------
Income (loss) from
 operations         $    23,033   $    17,047   $   (8,976)  $  8,071
                     ===========   ===========   ==========   ========


(1) Loss from operations includes Laidlaw compensation charges of $5.8
    million at AMR and $8.6 million at EmCare in connection with the
    acquisition from Laidlaw.

(2) Pro forma combined one-month Predecessor with two-month Successor.



                EMERGENCY MEDICAL SERVICES CORPORATION
                       Condensed Balance Sheets
                            (in thousands)


                                             Unaudited
                                            Consolidated  Consolidated
                                             March 31,    December 31,
                                                2006          2005
                                             -----------   -----------
Assets
Current assets:
 Cash and cash equivalents                  $    38,841   $    18,048
 Trade and other accounts receivable, net       391,206       411,184
 Other current assets                           102,724        86,064
                                             -----------   -----------
   Total current assets                         532,771       515,296
                                             -----------   -----------
Non-current assets:
 Property, plant and equipment, net             139,781       138,037
 Goodwill and other intangible assets, net      326,171       329,351
 Other long-term assets                         279,428       284,344
                                             -----------   -----------
   Total assets                             $ 1,278,151   $ 1,267,028
                                             ===========   ===========
Liabilities and Equity
Current liabilities                         $   280,475   $   277,435
Long-term debt                                  494,880       495,520
Other long-term liabilities                     150,821       149,089
                                             -----------   -----------
   Total liabilities                            926,176       922,044
   Total equity                                 351,975       344,984
                                             -----------   -----------
   Total liabilities and equity             $ 1,278,151   $ 1,267,028
                                             ===========   ===========



                EMERGENCY MEDICAL SERVICES CORPORATION
             Unaudited Condensed Statements of Cash Flows
                            (in thousands)


                                                 Predecessor Pro forma
                      Consolidated  Consolidated  combined    three
                      three months   two months   one month   months
                         ended         ended       ended      ended
                       March 31,     March 31,   January 31, March 31,
                          2006         2005        2005       2005(1)
                       -----------  -----------  ----------  ---------
Cash Flows from
 Operating Activities
Net income (loss)     $     7,261  $     4,535  $   (6,076) $  (1,541)

Adjustments to
 reconcile net income
 (loss) to net cash
 provided by (used
 in) operating
 activities:
  Depreciation,
   amortization,
   deferred taxes and
   other                   20,869        9,685        (209)     9,476
  Non-cash Laidlaw
   allocated
   compensation
   expense                      -            -      14,440     14,440
 Changes in operating
  assets/liabilities:
   Trade and other
    accounts
    receivable             19,978       16,177     (20,771)    (4,594)
   Insurance accruals       7,459        4,459       1,772      6,231
   Other assets and
    liabilities           (18,791)      11,869       6,164     18,033
                       -----------  -----------  ----------  ---------
       Net cash
        provided by
        (used in)
        operating
        activities         36,776       46,725      (4,680)    42,045
                       -----------  -----------  ----------  ---------

Cash Flows from
 Investing Activities
EMS LP purchase of
 AMR and EmCare                 -     (828,775)          -   (828,775)
Purchase of property,
 plant and equipment,
 net                      (12,900)     (10,238)     (3,890)   (14,128)
Insurance collateral       (5,632)      (6,771)     12,534      5,763
Other investing
 activities                  (757)      (1,351)     (1,828)    (3,179)
                       -----------  -----------  ----------  ---------
       Net cash (used
        in) provided
        by investing
        activities        (19,289)    (847,135)      6,816   (840,319)
                       -----------  -----------  ----------  ---------

Cash Flows from
 Financing Activities
EMS LP purchase of
 AMR and EmCare                 -      820,687           -    820,687
Other financing
 activities                 3,306      (10,565)      8,632     (1,933)
                       -----------  -----------  ----------  ---------
       Net cash
        provided by
        financing
        activities          3,306      810,122       8,632    818,754
                       -----------  -----------  ----------  ---------

Change in cash and
 cash equivalents          20,793        9,712      10,768     20,480
Cash and cash
 equivalents,
 beginning of period       18,048       14,631       3,863      3,863
                       -----------  -----------  ----------  ---------
Cash and cash
 equivalents, end of
 period               $    38,841  $    24,343  $   14,631  $  24,343
                       ===========  ===========  ==========  =========


(1) Pro forma combined one-month Predecessor with two-month Successor.



                EMERGENCY MEDICAL SERVICES CORPORATION
                       Supplemental Information
      Unaudited Pro Forma Quarterly Statements of Operations and
                           Other Information
               (in thousands, except other information)


                                    Consolidated
                            ------------------------------
                  Pro forma                                 Pro forma
                    three                three     three      twelve
                    months    three      months    months     months
                    ended     months     ended     ended      ended
                    March     ended    September  December   December
                     31,     June 30,      30,       31,        31,
                   2005(1)     2005       2005      2005      2005(2)
                   --------  --------   --------  --------  ----------

Net revenue       $429,458  $445,019   $456,245  $467,832  $1,798,554
                   --------  --------   --------  --------  ----------
Compensation and
 benefits          298,881   307,613    319,292   323,460   1,249,246
Operating
 expenses           57,639    63,374     66,156    64,387     251,556
Insurance expense   24,675    22,427     21,048    22,418      90,568
Selling, general
 and
 administrative
 expenses           12,962    13,915     15,654    16,014      58,545
Laidlaw
 compensation
 charges            14,440         -          -         -      14,440
Depreciation and
 amortization
 expense            12,790    15,072     14,843    15,332      58,037
Restructuring
 charges                 -         -          -     1,781       1,781
                   --------  --------   --------  --------  ----------
 Income from
  operations         8,071    22,618     19,252    24,440      74,381
Interest expense   (10,993)  (11,759)   (12,824)  (13,406)    (48,982)
Realized (loss)
 gain on
 investments           (26)       33        (34)     (124)       (151)
Interest and
 other income            9        85         91       851       1,036
Loss on early
 debt
 extinguishment          -         -          -    (2,040)     (2,040)
                   --------  --------   --------  --------  ----------
 Income (loss)
  before income
  taxes and
  equity in
  earnings of
  unconsolidated
  subsidiary        (2,939)   10,977      6,485     9,721      24,244
Income tax
 (expense)
 benefit             1,398    (4,516)    (3,479)   (3,715)    (10,312)
                   --------  --------   --------  --------  ----------
 Income (loss)
  before equity
  in earnings of
  unconsolidated
  subsidiary        (1,541)    6,461      3,006     6,006      13,932
Equity in
 earnings of
 unconsolidated
 subsidiary              -         -          -        59          59
                   --------  --------   --------  --------  ----------
 Net income
  (loss)          $ (1,541) $  6,461   $  3,006  $  6,065  $   13,991
                   ========  ========   ========  ========  ==========

Other
 Information
EmCare patient
 visits          1,439,322 1,541,868  1,543,156 1,520,109   6,044,455
AMR ambulance
 transports        723,269   722,752    720,727   721,638   2,888,385
AMR weighted
 transports        740,339   739,519    735,441   735,463   2,950,763


(1) Pro forma combined one-month Predecessor with two-month Successor.

(2) Pro forma combined one-month Predecessor with eleven-month
    Successor.



                EMERGENCY MEDICAL SERVICES CORPORATION
                       Supplemental Information
        Unaudited Pro Forma Quarterly Statements of Cash Flows
                            (in thousands)


                                    Consolidated
                           -------------------------------
                                                            Pro forma
                 Pro forma               three      three     twelve
                   three      three      months     months    months
                   months     months     ended      ended     ended
                   ended      ended    September  December   December
                 March 31,   June 30,     30,        31,        31,
                   2005(1)     2005      2005       2005      2005(2)
                  ---------  --------  ---------  ---------  ---------
Cash Flows from
 Operating
 Activities
Net income
 (loss)          $  (1,541) $  6,461  $   3,006  $   6,065  $  13,991
Adjustments to
 reconcile net
 income (loss)
 to net cash
 provided by
 operating
 activities:
 Depreciation
  and
  amortization      13,332    15,491     15,517     15,763     60,103
 Gain on
  disposal of
  property,
  plant and
  equipment           (299)     (126)       (80)       (73)      (578)
 Stock
  compensation
  expense              300         -      1,095      1,385      2,780
 Debt
  extinguishment
  costs                  -         -          -      2,040      2,040
 Equity in
  earnings of
  unconsolidated
  subsidiary             -         -          -        (59)       (59)
 Non-cash
  Laidlaw
  compensation
  charges           14,440         -          -          -     14,440
 Loss on
  restricted
  investments            -         -          -        164        164
 Deferred income
  taxes             (3,857)     (659)     2,918     11,808     10,210
 Changes in
 operating
  assets/
 liabilities:
   Trade and
    other
    accounts
    receivable      (4,594)    7,099    (18,475)   (41,418)   (57,388)
   Other current
    assets          (8,633)    2,463      2,376      4,550        756
   Accounts
    payable and
    accrued
    liabilities     26,666     9,589     (5,269)     5,347     36,333
   Insurance
    accruals         6,231     3,767      8,777      3,716     22,491
                  ---------  --------  ---------  ---------  ---------
    Net cash
     provided by
     operating
     activities     42,045    44,085      9,865      9,288    105,283
                  ---------  --------  ---------  ---------  ---------
Cash Flows from
 Investing
 Activities
EMS LP purchase
 of AMR and
 EmCare           (828,775)        -          -          -   (828,775)
Purchase of
 property, plant
 and equipment     (14,430)   (9,516)   (14,915)   (13,986)   (52,847)
Proceeds from
 sale of
 property, plant
 and equipment         302       178        109        143        732
Insurance
 collateral          5,763   (15,663)   (23,580)     6,073    (27,407)
Other investing
 activities         (3,179)    4,480     (3,593)     7,776      5,484
                  ---------  --------  ---------  ---------  ---------
    Net cash
     (used in)
     provided by
     investing
     activities   (840,319)  (20,521)   (41,979)         6   (902,813)
                  ---------  --------  ---------  ---------  ---------
Cash Flows from
 Financing
 Activities
Borrowings under
 senior secured
 credit facility   350,000         -          -          -    350,000
Proceeds from
 issuance of
 senior
 subordinated
 notes             250,000         -          -          -    250,000
Borrowings under
 revolving
 credit facility    20,200         -      5,000          -     25,200
EMS LP issuance
 of partnership
 equity            220,605       250      1,800          -    222,655
Debt issue costs   (18,391)        -         (5)        66    (18,330)
EMS LP
 partnership
 equity issuance
 costs              (1,727)        1          -       (193)    (1,919)
EMSC issuance of
 class A common
 stock                   -         -          -    113,400    113,400
EMSC equity
 issuance costs          -         -          -     (9,329)    (9,329)
Repayments of
 capital lease
 obligations and
 other debt         (8,466)  (17,160)    (2,317)  (106,423)  (134,366)
(Decrease)
 increase in
 bank overdrafts      (787)      638      3,088      2,754      5,693
Advances from
 Laidlaw             8,656         -          -          -      8,656
(Decrease)
 Increase in
 other non-
 current
 liabilities        (1,336)     (271)     3,296     (1,634)        55
                  ---------  --------  ---------  ---------  ---------
    Net cash
     provided by
     (used in)
     financing
     activities    818,754   (16,542)    10,862     (1,359)   811,715
                  ---------  --------  ---------  ---------  ---------
Change in cash
 and cash
 equivalents        20,480     7,022    (21,252)     7,935     14,185
Cash and cash
 equivalents,
 beginning of
 period              3,863    24,343     31,365     10,113      3,863
                  ---------  --------  ---------  ---------  ---------
Cash and cash
 equivalents,
 end of period   $  24,343  $ 31,365  $  10,113  $  18,048  $  18,048
                  =========  ========  =========  =========  =========


Certain prior period items have been reclassified to conform to
current period presentation, including periodic reclassifications of
insurance collateral between net operating and investing cash flows
for the periods prior to and including September 30, 2005.

(1) Pro forma combined one-month Predecessor with two-month Successor.

(2) Pro forma combined one-month Predecessor with eleven-month
    Successor.

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