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Rural/Metro Announces Results for Fiscal 2008 First Quarter; Fiscal 2007 Fourth Quarter and Full Year

Highlights from Fiscal 2008 First Quarter Ended September 30, 2007

- 4.5% net revenue growth

- $348 Average Patient Charge (APC)

- 64 Days' Sales Outstanding (DSO)

- 15.0% uncompensated care as a percent of gross revenue

- EBITDA from continuing operations $12.6 million

- Company provides fiscal 2008 guidance

SCOTTSDALE, Ariz., Nov. 14 -- Rural/Metro Corporation , a leading provider of ambulance and private fire protection services, announced today results for its fiscal 2008 first quarter, which ended September 30, 2007. The quarter reflected continued growth in net revenue, a reduction in uncompensated care and significant growth in cash collections per transport.

The company also reported results for its fiscal 2007 fourth quarter and year ended June 30, 2007, following a delay related to the restatement of certain historical financial results and financial data. The Company will file today with the U.S. Securities and Exchange Commission its amended quarterly reports on Form 10-Q/A for the quarters ended September 30, 2006, December 31, 2006, and March 31, 2007, as well as its annual report on Form 10-K for the fiscal year ended June 30, 2007. These reports will include restated consolidated financial information for the quarterly and interim periods ended September 30, 2005 and 2006, December 31, 2005 and 2006 and March 31 2006 and 2007, and the fiscal year ended June 30, 2005 and 2006. The Company also will file today its quarterly report on Form 10-Q for the first quarter ended September 30, 2007.

Jack Brucker, President and Chief Executive Officer, said, "During the fourth quarter of fiscal 2007 and the first quarter of fiscal 2008, we continued to produce steady year-over-year growth in net revenue through new contract wins, renewals, and same-market expansion efforts; to execute on key strategies to minimize exposure to uncompensated care; and to generate predictable cash flows, as the initiatives we are implementing to improve ambulance collections continue to gain momentum.

"We continued to trend positively with respect to our ongoing efforts to improve collections and made significant strides in the key operating metrics we use to measure uncompensated care," Mr. Brucker said. "During the first quarter, we were also successful in increasing ambulance subsidies by $0.9 million over the prior year to help offset uncompensated care related to uninsured patients."

The Company's results reflected significant progress in key operating metrics related to uncompensated care. Since the three months ended March 31, 2007, when the Company began implementation of seven new initiatives designed to minimize exposure to uncompensated care, it has achieved the following:

  * APC increased by $22 per transport to $348 in the first quarter of
    fiscal 2008 from $326 in the fiscal 2007 third quarter ended March 31,
    2007.

  * DSO, a measurement of the average time it takes to collect per
    transport, improved by three days, to 64 days in the first quarter of
    fiscal 2008 from 67 days in the fiscal 2007 third quarter.

  * Uncompensated care as a percentage of gross revenue improved to 15.0
    percent in the first quarter from 15.2 percent in the third quarter
    ended March 31, 2007.

Mr. Brucker continued, "These initiatives have driven reductions in contractual allowances and decreases in write-offs for uncompensated care, resulting in a 2.1 percent increase in overall ambulance collection rates. We view this as a significant improvement in uncompensated care.

"It is also important to note that we expect to derive ongoing benefits from the billing and case management initiatives and expect to mark further improvement in these metrics upon implementation of future technology enhancements, including the rollout of our electronic patient care reporting (ePCR) system to the majority of our operations within the next 18 to 24 months."

Results of Operations for the Quarter Ended September 30, 2007

Consolidated net revenue for the first quarter ended September 30, 2007 increased 4.5 percent, or $5.2 million, to $119.5 million, compared to $114.3 million for the prior year. Ambulance services revenue for the quarter increased 4.3 percent, or $4.1 million, to $100.8 million, compared to $96.7 million for the same period of the prior year. Other services revenue, which includes fire services revenue, increased 6.1 percent, or $1.1 million, to $18.7 million, compared to $17.6 million for the same period of the prior year. On a consolidated basis, period-over-period net revenue growth was driven primarily by same-service area market expansion; new contracts for emergency and non-emergency ambulance services, as well as one new contract for airport fire protection services; higher subsidies negotiated under 911-emergency contracts; and rate increases on master and subscription fire contracts.

Payroll and employee benefits for the quarter increased $3.8 million, or 5.3 percent, to $75.2 million, compared to $71.4 million for the same period of the prior year. The increase was primarily a result of increased wages due to higher transport volumes and new contract start-ups, as well as an increase related to the fiscal 2008 management incentive plan accrual.

Other operating expenses for the first quarter increased $3.6 million, or 15.2 percent, to $27.3 million, compared to $23.7 million for the same period of the prior year. The increase included $0.8 million in professional fees related to the adoption of FIN 48 for tax purposes and $0.7 million in legal, audit and Sarbanes-Oxley fees as a result of the financial restatement. In addition, the Company experienced a $0.8 million increase in vehicle maintenance, a $0.5 million increase in property lease expense and an increase in operating supplies and fuel expense as a result of higher transport volume and new contract start-ups.

Auto and general liability expense for the fiscal 2008 first quarter decreased $0.2 million, or 4.4 percent, to $3.8 million from $4.0 million in the first quarter of fiscal 2007. The decrease was primarily due to lower claims reserve accruals under the Company's auto liability program.

Net income for the first quarter was $0.4 million, or earnings of $0.02 per diluted share, compared to net income of $1.7 million, or earnings of $0.07 per diluted share, for the same prior-year period.

First-quarter EBITDA from continuing operations was $12.6 million compared to $14.4 million for the same prior-year period.

Earnings Before Interest, Taxes, Depreciation and Amortization including goodwill impairment (EBITDA) from continuing operations is a key indicator used by management to evaluate operating performance. While EBITDA from continuing operations is not intended to replace any presentation 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 method of calculation from similarly titled measures used by other companies. A reconciliation of EBITDA to GAAP financial measures for the three months ended September 30, 2007, and the three and 12 months ended June 30, 2007 is included with this press release and with the Company's related Form 8-K.

Results of Operations for the Quarter Ended June 30, 2007

Consolidated net revenue for the fourth quarter of fiscal 2007 ended June 30, 2007 increased 3.9 percent, or $4.4 million, to $118.1 million, compared to $113.7 million for the same period of the prior year. Ambulance services revenue increased 3.3 percent, or $3.2 million, to $99.2 million, compared to $96.0 million for the prior year. Other services revenue, which includes fire services, increased 6.9 percent, or $1.2 million, to $18.9 million, compared to $17.7 million for the same prior-year period. On a consolidated basis, period-over-period net revenue growth was driven primarily by same-service area market expansion, new contracts for emergency and non-emergency ambulance services, higher subsidies negotiated under 911-emergency contracts, and rate increases on master and subscription fire contracts.

Payroll and employee benefits for the fourth quarter increased $5.2 million, or 7.7 percent, to $72.5 million, compared to $67.3 million for the same prior-year period. The increase was attributable to a $1.5 million increase in workers' compensation insurance expenses related to lower non-cash actuarial reserve adjustments compared to the prior year, and a $1.0 million increase in employee health insurance expense due to increased utilization and rising healthcare costs, with the balance primarily due to increased wages from higher transport volume and competitive wage pricing, These expenses were partly offset by a $2.2 million reduction in the Company's management incentive plan accrual for fiscal 2007.

Other operating expenses for the fourth quarter increased $2.1 million, or 7.4 percent, to $30.5 million, compared to $28.4 million for the same prior-year period. The increase was primarily attributable to a $0.8 million increase in operating supplies, vehicle maintenance and fuel expenses due to added transport volume, and a $0.5 million increase in property lease expenses.

Auto and general liability expense for the fourth quarter was $6.2 million, up from $0.9 million for the fourth quarter of fiscal 2006. The increase was primarily due to a $1.5 million negative actuarial claims adjustment recognized in 2007 compared to a $3.0 million positive actuarial claims adjustment in 2006. In addition, the Company expensed a $0.9 million settlement related to third-party claims administrator fees.

Net loss for the fourth quarter was $1.2 million, or a loss of $0.05 per diluted share, compared to net income of $1.1 million, or earnings of $0.04 per diluted share for the same prior-year period.

Fourth-quarter EBITDA from continuing operations was $8.7 million compared to $17.0 million for the same prior-year period.

Results of Operations for the Fiscal Year Ended June 30, 2007

Consolidated net revenue for fiscal 2007 increased 3.8 percent, or $17.1 million, to $467.6 million, compared to $450.5 million for fiscal 2006. Ambulance and related services revenue increased 2.7 percent, or $10.3 million, to $394.1 million, compared to $383.8 million for the prior year. Other services revenue, including fire protection services, increased 10.2 percent, or $6.8 million, to $73.5 million, compared to $66.7 million for the prior year. On a consolidated basis, period-over-period net revenue growth was driven primarily by same-service area market expansion, new contracts for emergency and non-emergency ambulance services as well as master fire services, higher subsidies negotiated under 911-emergency contracts, and rate increases on master and subscription fire contracts.

Payroll and employee benefits for fiscal 2007 increased $22.4 million, or 8.3 percent, to $291.3 million, compared to $268.9 million for fiscal 2006. The year-over-year increase included a $3.7 million increase in employee health insurance expense due to higher claims paid under the company's self-insured program, a $2.2 million increase related to the transition of certain San Diego paramedics from independent contractors to Company employees, a $1.6 million increase in executive severance expense, a $1.6 million increase in workers compensation expense, and the balance due to increased wages from higher transport volume and competitive wage pricing. These increases were partly offset by a $4.3 million decrease in the management incentive plan accrual.

Other operating expenses for fiscal 2007 increased $4.7 million, or 4.4 percent, to $112.6 million, compared to $107.9 million for the same prior-year period. The year-over-year increase included a $1.5 million increase in medical supplies related to higher transport volume, a $0.8 million increase in fuel costs, a $1.4 million increase in leased property expense, and a $1.3 million reserve related to negotiations surrounding alleged billing inaccuracies in Ohio from 1997 through 2001. These increases were offset by the reduction in independent contractors expense related to the transition of San Diego paramedics discussed above.

Auto and general liability expense for fiscal 2007 was $18.1 million, up from $13.1 million in fiscal 2006. The increase was primarily due to a $1.1 million negative actuarial claims adjustment recognized in 2007 compared to a $2.8 million positive actuarial claims adjustment in 2006. Additionally, the Company expensed a $0.9 million settlement in fiscal 2007 related to third-party administrator fees.

Net loss for the 12-month period was $1.0 million, or a loss of $0.04 per diluted share, compared to net income of $2.9 million, or earnings of $0.12 per diluted share, for the 12 months ended June 30, 2006.

EBITDA from continuing operations for the 12 months ended June 30, 2007 was $44.1 million, compared to $61.2 million in EBITDA from continuing operations for the same prior-year period.

Fiscal 2008 Financial Guidance

The Company announced financial guidance for the fiscal year ending June 30, 2008. The Company expects EBITDA from continuing operations to be in the range of $50.0 million to $55.0 million, and capital expenditures to be in the range of $13.0 million to $15.0 million.

Key Operating Statistics

Following is a presentation of certain of the Company's key operating statistics:

                  Q4 '06    Q1 '07    Q2 '07    Q3 '07    Q4 '07    Q1 '08
                (6/30/06) (9/30/06) (12/31/06) (3/31/07) (6/30/07) (9/30/07)
                   (4)                 (4)        (4)       (4)
  Medical
   Transports (1) 262,580  261,347   269,939    278,494   275,652   267,915
  Average Patient
   Charge (APC)
   (2) (4)           $340     $343      $341       $326      $333      $348
  Days Sales
   Outstanding
   (DSO) (3)           64       66        68         67        65        64

  (1) Medical transports from continuing operations are defined as actual
      emergency and non-emergency patient transports.
  (2) APC is defined as gross medical transport revenue less provisions for
      discounts applicable to Medicare, Medicaid and other third-party
      payers and uncompensated care divided by emergency and non-emergency
      transports from continuing operations.
  (3) DSO is calculated using the average accounts receivable balance on a
      rolling 13-month average and net revenue on a rolling 12-month basis
      and has not been adjusted to eliminate discontinued operations.
  (4) The amounts in these columns were calculated including those
      operations that were discontinued during the quarter ended
      September 30, 2007.

  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 (888) 819-8015 (domestic) or (913) 981-5519 (international). The call will be broadcast live on the Company's web site at http://www.ruralmetro.com/. A telephone replay will be available from approximately 2 p.m. (Eastern) today through midnight (Eastern) November 15, 2007. To access the replay, dial 888-203-1112. From international locations, dial (719) 457-0820. The required pass code is 3642507. An archived webcast will be available for 90 days following the call at http://www.ruralmetro.com/.

About Rural/Metro

Rural/Metro Corporation provides emergency and non-emergency ambulance services and private fire protection services in 23 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 the accounting adjustments, its financial condition, performance and other matters that constitute "forward-looking" statements as such term is defined by the federal securities laws. You can find many of these statements by looking for words such as "may," "will," "expect," "anticipate," "believe," "estimate," "should," "continue," "predict," "preliminary" and similar words used herein. 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, working capital, accounts receivable collection, cash flow, EBITDA, capital expenditures, expected trends in uncompensated care, payroll expense, repayment of debt, insurance coverage and claim reserves, capital needs, operating results and compliance with debt facilities. In addition, the Company may face risks and uncertainties related to the effectiveness of its initiatives to reduce uncompensated care, and its ability to collect its accounts receivable and other factors that are listed in its periodic reports filed under the Securities Exchange Act. In addition, the Company may face risks and uncertainties related to its recent restatement including, (1) the failure to timely file its restated financial statements as a result of its ability to complete its 2007 audit, the restatements, or its review of the SEC reports to be filed; (2) the effects of any potential SEC or NASDAQ inquiry with respect to the potential adjustments or the Company's accounting practices; (3) should NASDAQ seek to delist the Company's common stock following an untimely SEC filing, the possibility that the NASDAQ Listing Qualifications Panel may not grant the Company's request for an extension to regain compliance with NASDAQ listing qualifications or the Company's failure to regain compliance within any extension period, in which case the Company's common stock would be delisted from the Nasdaq Stock Market; (4) the effects of any required restatement adjustments to previously issued financial statements and possible material weaknesses in internal control over financial reporting; and (5) the additional risks and uncertainties and important factors detailed from time to time in the Company's press releases and in its periodic filings under the Securities Exchange Act of 1934. 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 express 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)

  CONTACT:  Liz Merritt, Rural/Metro Corporation (investors)
            (480) 606-3337
            Jeff Stanlis, Hayden Communications (media)
            (602) 476-1821

                         RURAL/METRO CORPORATION
                       CONSOLIDATED BALANCE SHEETS
                    (in thousands, except share data)

                                               (Unaudited)
                                               September 30,       June 30,
                                                   2007              2007
  ASSETS

  Current assets:
  Cash and cash equivalents                       $4,009            $6,181
  Short-term investments                           2,500               -
  Accounts receivable, net                        82,734            78,313
  Inventories                                      8,845             8,782
  Deferred income taxes                           15,696            15,836
  Prepaid expenses and other                      17,814            18,273
    Total current assets                         131,598           127,385

  Property and equipment, net                     44,743            45,521
  Goodwill                                        37,700            37,700
  Deferred income taxes                           59,746            67,309
  Insurance deposits                               2,353             1,868
  Other assets                                    16,907            19,547
    Total assets                                $293,047          $299,330

  LIABILITIES, MINORITY INTEREST AND
   STOCKHOLDERS' EQUITY (DEFICIT)

  Current liabilities:
  Accounts payable                               $16,271           $15,271
  Accrued liabilities                             60,926            53,358
  Deferred revenue                                25,056            24,959
  Current portion of long-term debt                   42                41
    Total current liabilities                    102,295            93,629

  Long-term debt, net of current portion         277,151           280,081
  Other long-term liabilities                     24,256            24,065
    Total liabilities                            403,702           397,775

  Minority interest                                2,309             2,104

  Stockholders' equity (deficit):
  Common stock, $0.01 par value, 40,000,000
   shares authorized, 24,737,726 shares issued
   and outstanding at September 30, 2007 and
   June 30, 2007                                     247               247
  Additional paid-in capital                     154,777           154,777
  Treasury stock, 96,246 shares at
   September 30, 2007 and June 30, 2007           (1,239)           (1,239)
  Accumulated other comprehensive income             294               294
  Accumulated deficit                           (267,043)         (254,628)
    Total stockholders' equity (deficit)        (112,964)         (100,549)
    Total liabilities, minority interest and
     stockholders' equity (deficit)             $293,047          $299,330

                         RURAL/METRO CORPORATION
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                               (unaudited)
                 (in thousands, except per share amounts)

                                            Three Months Ended September 30,
                                                  2007              2006

  Net revenue                                   $119,491          $114,293

  Operating expenses:
    Payroll and employee benefits                 75,234            71,433
    Depreciation and amortization                  3,121             2,904
    Other operating expenses                      27,319            23,692
    Auto/general liability insurance expense       3,837             4,012
    Loss (gain) on sale of assets                      3                (3)
      Total operating expenses                   109,514           102,038

  Operating income                                 9,977            12,255
    Interest expense                              (7,750)           (7,785)
    Interest income                                  142               120
  Income from continuing operations before
   income taxes and minority interest              2,369             4,590
  Income tax provision                            (1,196)           (2,215)
  Minority interest                                 (505)             (773)

  Income from continuing operations                  668             1,602
  Income (loss) from discontinued operations,
   net of income taxes                              (257)               85

  Net income                                        $411            $1,687

  Income (loss) per share:
    Basic -
      Income from continuing operations            $0.03             $0.07
      Income (loss) from discontinued operations   (0.01)             0.00

        Net income                                 $0.02             $0.07

    Diluted -
      Income from continuing operations            $0.03             $0.07
      Income (loss) from discontinued operations   (0.01)             0.00

        Net income                                 $0.02             $0.07

    Average number of common shares outstanding
     - Basic                                      24,738            24,510
    Average number of common shares outstanding
     - Diluted                                    24,988            24,920

                         RURAL/METRO CORPORATION
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (unaudited)
                              (in thousands)

                                            Three Months Ended September 30,
                                                2007                  2006
  Cash flows from operating activities:
    Net income                                  $411                 $1,687
    Adjustments to reconcile net income
     to net cash provided by operating
     activities -
      Depreciation and amortization            3,140                  3,000
      Accretion of 12.75% Senior Discount
       Notes                                   2,080                  1,838
      Deferred income taxes                      566                  1,851
      Amortization of deferred financing costs   541                    418
      Loss (gain) on sale of property and
       equipment                                  14                     (3)
      Earnings of minority shareholder           505                    773
      Stock based compensation benefit            -                      (7)
    Change in assets and liabilities -
      Accounts receivable                     (4,421)                (3,295)
      Inventories                                (63)                  (430)
      Prepaid expenses and other                 459                 (3,233)
      Insurance deposits                        (485)                   578
      Other assets                             2,045                    959
      Accounts payable                           988                 (2,062)
      Accrued liabilities                      1,879                  3,197
      Deferred revenue                            97                    924
      Other liabilities                          191                   (453)
    Net cash provided by operating activities  7,947                  5,742

    Cash flows from investing activities:
      Sales of short-term investments          2,500                  8,701
      Purchases of short-term investments     (5,000)                (5,000)
      Capital expenditures                    (2,313)                (5,340)
      Proceeds from the sale of property and
       equipment                                   3                      5
    Net cash used in investing activities     (4,810)                (1,634)

    Cash flows from financing activities:
      Repayment of debt                       (5,009)                    (3)
      Distributions to minority shareholders    (300)                     -
      Issuance of common stock                     -                     74
      Tax benefit from the exercise of stock
       options                                     -                    134
    Net cash (used in) / provided by financing
     activities                               (5,309)                   205

  Increase (decrease) in cash and cash
   equivalents                                (2,172)                 4,313
  Cash and cash equivalents, beginning
   of period                                   6,181                  3,041
  Cash and cash equivalents, end of period    $4,009                 $7,354

  Supplemental disclosure of non-cash
   operating activities:
    Decrease in retained earnings, deferred
     income taxes and increase in accrued
     liabilities upon adoption of FIN 48     $12,826                     $-

  Supplemental disclosure of non-cash
   investing activities:
    Property and equipment funded by
     liabilities                                 $12                   $294

                         RURAL/METRO CORPORATION
                  RECONCILIATION OF EBITDA TO CASH FLOWS
                     PROVIDED BY OPERATING ACTIVITIES
                               (unaudited)
                              (in thousands)

                                                     Three Months Ended
                                                        September 30,
                                                   2007             2006

  Income from continuing operations                $668            $1,602
  Add back:
    Depreciation and amortization                 3,121             2,904
    Interest expense on borrowings                5,129             5,529
    Amortization of deferred financing costs        541               418
    Accretion of 12.75% Senior Discount Notes     2,080             1,838
    Interest income                                (142)             (120)
    Income tax provision                          1,196             2,215

    EBITDA from continuing operations           $12,593           $14,386
    EBITDA from discontinued operations            (458)              233
    Total EBITDA                                $12,135           $14,619

  The items listed below have not been included
   as adjustments in the above calculation of
   EBITDA:

    Stock based compensation benefit                  -                (7)
    (Gain) loss on sale of property and equipment    14                (3)
    Executive severance                               -             1,133

    Adjusted EBITDA from all operations         $12,149           $15,742

  Increase (decrease):
    Items added back to arrive at EBITDA from
     continuing operations                      (11,925)          (12,784)
    Items added back to arrive at EBITDA from
     discontinued operations:
      Income tax benefit (provision) on
       discontinued operations                      220               (52)
      Depreciation and amortization on
       discontinued operations                      (19)              (96)
    Items added back to arrive at Adjusted EBITDA   (14)           (1,123)
    Depreciation and amortization                 3,140             3,000
    Accretion of 12.75% Senior Discount Notes     2,080             1,838
    Deferred income taxes                           566             1,851
    Amortization of deferred financing costs        541               418
    Earnings of minority shareholder                505               773
    (Gain) loss on sale of property and equipment    14                (3)
    Stock based compensation benefit                  -                (7)
    Changes in operating assets and liabilities     690            (3,815)

      Net cash provided by operating activities  $7,947            $5,742

                         RURAL/METRO CORPORATION
                       CONSOLIDATED BALANCE SHEETS
                    (in thousands, except share data)

                                                       As of June 30,
                                                                    2006
                                                  2007         (As restated)
  ASSETS

  Current assets:
  Cash and cash equivalents                       $6,181            $3,041
  Short-term investments                               -             6,201
  Accounts receivable, net                        78,313            83,367
  Inventories                                      8,782             8,828
  Deferred income taxes                           15,836            13,610
  Prepaid expenses and other                      18,273             3,191
    Total current assets                         127,385           118,238

  Property and equipment, net                     45,521            45,303
  Goodwill                                        37,700            38,362
  Deferred income taxes                           67,309            70,374
  Insurance deposits                               1,868             2,842
  Other assets                                    19,547            23,749
    Total assets                                $299,330          $298,868

  LIABILITIES, MINORITY INTEREST AND
   STOCKHOLDERS' EQUITY (DEFICIT)

  Current liabilities:
  Accounts payable                               $15,271           $14,229
  Accrued liabilities                             53,358            41,279
  Deferred revenue                                24,959            24,444
  Current portion of long-term debt                   41                37
    Total current liabilities                     93,629            79,989

  Long-term debt, net of current portion         280,081           291,337
  Other long-term liabilities                     24,065            26,135
    Total liabilities                            397,775           397,461

  Minority interest                                2,104             2,065

  Stockholders' equity (deficit):
  Common stock, $0.01 par value, 40,000,000
   shares authorized, 24,737,726 and
   24,495,518 shares issued and outstanding
   at June 30, 2007 and 2006, respectively           247               245
  Additional paid-in capital                     154,777           153,955
  Treasury stock, 96,246 shares at June 30,
   2007 and 2006                                  (1,239)           (1,239)
  Accumulated other comprehensive income             294                 -
  Accumulated deficit                           (254,628)         (253,619)
    Total stockholders' equity (deficit)        (100,549)         (100,658)
    Total liabilities, minority interest
     and stockholders' equity (deficit)         $299,330          $298,868

                         RURAL/METRO CORPORATION
                  CONSOLIDATED STATEMENTS OF OPERATIONS
                 (in thousands, except per share amounts)

                                     (Unaudited)
                                  Three Months Ended   Fiscal Year Ended
                                        June 30,           June 30,
                                                2006              2006
                                    2007   (As restated) 2007  (As restated)

  Net revenue                     $118,115   $113,748  $467,611  $450,527

  Operating expenses:
    Payroll and employee benefits   72,501     67,295   291,311   268,850
    Depreciation and amortization    3,013      2,896    12,132    11,118
    Other operating expenses        30,545     28,442   112,628   107,915
    Auto/general liability insurance
     expense                         6,192        923    18,094    13,143
    Loss on goodwill impairment        662          -       662         -
    Loss (gain) on sale of assets       61         (9)       61    (1,311)
      Total operating expenses     112,974     99,547   434,888   399,715

  Operating income                   5,141     14,201    32,723    50,812
    Interest expense                (7,788)    (7,875)  (31,518)  (31,025)
    Interest income                    104        123       517       548
  Income (loss) from continuing
   operations before income taxes
   and minority interest            (2,543)     6,449     1,722    20,335
  Income tax benefit (provision)     1,555     (4,047)   (1,609)  (10,749)
  Minority interest                   (131)      (108)   (1,389)     (759)

  Income (loss) from continuing
   operations                       (1,119)     2,294    (1,276)    8,827
  Income (loss) from discontinued
   operations, net of income taxes     (57)    (1,241)      267    (5,947)

  Net income (loss)                $(1,176)    $1,053   $(1,009)   $2,880

  Income (loss) per share:
    Basic -
      Income (loss) from continuing
       operations                   $(0.05)     $0.09    $(0.05)    $0.36
      Income (loss) from
       discontinued operations       (0.00)     (0.05)     0.01     (0.24)

        Net income (loss)           $(0.05)     $0.04    $(0.04)    $0.12

    Diluted -
      Income (loss) from continuing
       operations                   $(0.05)     $0.09    $(0.05)    $0.36
      Income (loss) from
       discontinued operations       (0.00)     (0.05)     0.01     (0.24)

        Net income (loss)           $(0.05)     $0.04    $(0.04)    $0.12

   Average number of common shares
    outstanding - Basic             24,695     24,468    24,604    24,359
   Average number of common shares
    outstanding - Diluted           24,695     24,910    24,604    24,842

                         RURAL/METRO CORPORATION
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (in thousands)

                                                 Fiscal Year Ended June 30,
                                                                    2006
                                                   2007        (As restated)
  Cash flows from operating activities:
    Net income (loss)                            $(1,009)           $2,880
    Adjustments to reconcile net income to
     net cash provided by operating
     activities -
      Depreciation and amortization               12,132            11,351
      Accretion of 12.75% Senior Discount Notes    7,784             6,895
      Deferred income taxes                          656             5,299
      Non-cash adjustments to insurance claims
       reserves                                   (4,674)           (8,440)
      Amortization of deferred financing costs     2,191             2,367
      Gain on sale of property and equipment        (614)           (1,412)
      Goodwill impairment in continuing operations   662                 -
      Goodwill impairment in discontinued
       operations                                      -               982
      Earnings of minority shareholder             1,389               759
      Stock based compensation (benefit) expense      (7)               28
    Change in assets and liabilities -
      Accounts receivable                          5,054           (11,381)
      Inventories                                     46              (350)
      Prepaid expenses and other                  (3,249)            4,175
      Insurance deposits                             974             3,744
      Other assets                                 2,197             1,396
      Accounts payable                             1,728            (1,354)
      Accrued liabilities                          2,171             1,671
      Deferred revenue                               515             2,286
      Other liabilities                            1,696             5,200
    Net cash provided by operating activities     29,642            26,096

    Cash flows from investing activities:
      Sales of short-term investments             21,751            56,150
      Purchases of short-term investments        (15,550)          (62,351)
      Capital expenditures                       (13,249)          (15,173)
      Proceeds from the sale of property and
       equipment                                     777             1,806
    Net cash used in investing activities         (6,271)          (19,568)

    Cash flows from financing activities:
      Repayment of debt                          (19,036)          (22,496)
      Distributions to minority shareholders      (1,350)             (305)
      Issuance of common stock                       504               731
      Cash paid for debt issuance costs             (676)                -
      Tax benefit from the exercise of stock
       options                                       327               895
    Net cash used in financing activities        (20,231)          (21,175)

    Increase (decrease) in cash and cash
     equivalents                                   3,140           (14,647)
    Cash and cash equivalents, beginning of
     period                                        3,041            17,688
    Cash and cash equivalents, end of period      $6,181            $3,041

    Supplemental disclosure of non-cash operating
     activities:
      Increase in other current assets and
       accrued liabilities for general liability
       insurance claim                           $11,565                $-

    Supplemental disclosure of non-cash
     investing activities:
      Property and equipment funded by
       liabilities                                   $47            $1,000

    Supplemental cash flow information:
      Cash paid for interest                     $22,567           $21,359
      Cash paid for income taxes, net                499               607

                         RURAL/METRO CORPORATION
                  RECONCILIATION OF EBITDA TO CASH FLOWS
                     PROVIDED BY OPERATING ACTIVITIES
                               (unaudited)
                              (in thousands)

                                  Three Months Ended   Fiscal Year Ended
                                        June 30,           June 30,
                                                2006              2006
                                    2007   (As restated) 2007  (As restated)

  Income (loss) from continuing
   operations                     $(1,119)     $2,294  $(1,276)   $8,827
  Add back:
    Depreciation and amortization   3,013       2,896   12,132    11,118
    Goodwill impairment               662           -      662         -
    Interest expense on borrowings  5,166       5,482   21,543    21,763
    Amortization of deferred
     financing costs                  566         575    2,191     2,367
    Accretion of 12.75% Senior
    Discount Notes                  2,056       1,818    7,784     6,895
    Interest income                  (104)       (123)    (517)     (548)
    Income tax (benefit) provision (1,555)      4,047    1,609    10,749

    EBITDA from continuing
     operations                    $8,685     $16,989  $44,128   $61,171
    EBITDA from discontinued
     operations                       (58)     (1,740)     411    (7,872)
    Total EBITDA                   $8,627     $15,249  $44,539   $53,299

  The items listed below have
   not been included as
   adjustments in the above
   calculation of EBITDA:

    Stock based compensation (benefit)
     expense                            -           5       (7)       28
    (Gain) loss on sale of property
     and equipment                     61        (110)    (614)   (1,412)
    Debt amendment fees                 -         218      214       718
    Executive severance               473           -    1,606         -

    Adjusted EBITDA from all
     operations                    $9,161     $15,362  $45,738   $52,633

  Increase (decrease):
    Items added back to arrive at
     EBITDA from continuing
     operations                    (9,804)    (14,695) (45,404)  (52,344)
    Items added back to arrive at
     EBITDA from discontinued
     operations:
      Income tax benefit (provision)
       on discontinued operations       1         506     (144)    3,140
      Depreciation and amortization
       on discontinued operations       -          (7)       -      (233)
      Goodwill impairment in
       discontinued operations          -           -        -      (982)
    Items added back to arrive at
     Adjusted EBITDA                 (534)       (113)  (1,199)      666
    Depreciation and amortization   3,013       2,903   12,132    11,351
    Accretion of 12.75% Senior
     Discount Notes                 2,056       1,818    7,784     6,895
    Deferred income taxes          (1,843)      2,837      656     5,299
    Non-cash adjustments to
     insurance claims reserves     (1,474)     (6,053)  (4,674)   (8,440)
    Amortization of deferred
     financing costs                  566         575    2,191     2,367
    Goodwill impairment               662           -      662       982
    Earnings of minority shareholder  131         108    1,389       759
    (Gain) loss on sale of property
     and equipment                     61        (110)    (614)   (1,412)
    Stock based compensation (benefit)
     expense                            -           5       (7)      28
    Changes in operating assets and
     liabilities                    5,251       7,563   11,132     5,387

      Net cash provided by
       operating activities        $7,247     $10,699  $29,642   $26,096