EXHIBIT 99.1
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CONTACT: | | Liz Merritt, Rural/Metro Corporation |
| | (480) 606-3337 |
| | Sharrifah Al-Salem, FD |
| | (415) 293-4414 |
RURAL/METRO REPORTS SOLID REVENUE AND PROFIT GROWTH
IN FISCAL 2011 FIRST QUARTER AND ANNOUNCES CHANGES TO REFINANCING PLAN
First-Quarter Highlights
| • | | 7.4% growth in net revenue when compared to fiscal 2010 first quarter. |
| • | | 8.3% growth in ambulance transport volume. |
| • | | $5.4 million in net income attributable to Rural/Metro, or diluted earnings per share (EPS) of $0.21. |
| • | | $21.1 million, or 18.5% growth, in adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations, representing an adjusted EBITDA margin of 15.1%. |
| • | | Key operating metrics—Average Patient Charge (APC), Days Sales Outstanding (DSO) and ambulance transports—all show strong improvement compared to the same prior-year period. |
SCOTTSDALE, Ariz.(Nov. 8, 2010)—Rural/Metro Corporation (NASDAQ: RURL), a leading provider of ambulance and private fire protection services, announced strong results today for its fiscal 2011 first quarter, reporting solid growth in net revenue, EBITDA, net income and diluted earnings per share.
Michael P. DiMino, President and Chief Executive Officer, said, “Our first quarter was outstanding, with growth driven by strong transport volume, new contracts and continued operating efficiencies. These results are indicative of the success we have had in executing on our growth initiatives. Additionally, we have continued to demonstrate superior revenue cycle management, effectively leverage operating efficiencies and deliver the highest quality services to our patients and customers.”
Mr. DiMino continued, “We will build on these results throughout fiscal 2011, as we execute on our strategic vision and remain focused on superior patient care, customer service, technology and infrastructure. We believe these initiatives and our actions to reduce debt leverage and increase EBITDA will continue to drive long-term value for our shareholders.”
Results of Operations for the Fiscal 2011 First Quarter Ended September 30, 2010
For the quarter ended September 30, 2010, the Company generated net revenue of $140.1 million, an increase of 7.4% or $9.6 million, compared to net revenue of $130.5 million for the same period last year. Ambulance services revenue was $122.5 million, an increase of 9.5% or $10.6 million, compared to $111.9 million for the same prior-year period. The increase was primarily attributable to increases of $7.2 million in same-service-area revenue and $3.4 million in new contract revenue. Same-service-area revenue growth included reductions in uncompensated care, increases in rates and 4.3% growth in transport volume. Overall transport volume grew 8.3% in the first quarter.
Fire and other services revenue was $17.7 million, a decrease of 4.8% or $0.9 million, compared to $18.6 million for the same prior-year period. The difference was due primarily to a reduction in fire subscription service revenue.
Payroll and employee benefits expense for the first fiscal quarter was $84.8 million, or 60.5% of net revenue, compared to $81.1 million, or 62.1% of net revenue, in the same period of the prior year. The year-over-year decrease as a percentage of net revenue was primarily attributable to an increase in payroll expenses related to higher transport volume, offset by decreases in employee health and workers’ compensation insurance expenses.
Other operating expenses for the first fiscal quarter totaled $30.0 million, or 21.4% of net revenue, compared to $27.8 million, or 21.3% of net revenue for the same prior-year period. The slight year-over-year increase as a percentage of net revenue was related to increased transports, unit hours and fuel prices.
First-quarter net income attributable to Rural/Metro was $5.4 million, or diluted EPS of $0.21, compared to net income of $2.9 million and diluted EPS of $0.12 for the first quarter of the prior year.
Net cash provided by operating activities remained strong in the first quarter at $15.2 million. Capital expenditures for the quarter were $2.7 million.
Adjusted EBITDA from continuing operations for the first quarter increased 18.5% to $21.1 million and an adjusted EBITDA margin of 15.1%, compared to $17.8 million and a 13.6% margin for the same period in fiscal 2010.
Adjusted EBITDA from continuing operations and net income and diluted EPS attributable to Rural/Metro are key indicators management uses to evaluate operating performance. While adjusted 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 adjusted EBITDA to income from continuing operations and discontinued operations for the three months ended September 30, 2010 and 2009 is, included with this press release and the related current report on Form 8-K.
Additionally, the Company has included a reconciliation of previously reported segment results for the three months ended September 30, 2010 and 2009 to represent the effect on results of the first-quarter realignment of its operating zones and the reclassification of discontinued operations on results.
Refinancing Terms Revised
The Company also announced that it has revised the manner in which it intends to refinance its outstanding indebtedness. The Company intends to negotiate a secured credit facility to replace its existing secured revolving credit, term loan and letter of credit facilities, and to finance the redemption of the Company’s outstanding 12¾% Senior Discount Notes due 2016 (the “Outstanding Notes”). Proceeds from the new credit facility, which is expected to include a term loan for $270 million and a revolving credit facility of at least $75 million, will also be used to pay fees and expenses relating to the proposed refinancing. Under the proposed new credit facility, the Company will not be required to cash collateralize any portion of its letter of credit facility. No assurance can be given that the Company’s planned refinancing will be consummated.
The previously announced offer of $200 million principal amount of Senior Notes due 2018 will not be pursued, and the Company has notified the holders which have tendered the Outstanding Notes in connection with the Company’s tender offer and consent solicitation that they are permitted to withdraw such tender and consent during a period commencing today and ending at 5:00 pm New York City time on November 11, 2010. In addition, the Company announced that it will waive the minimum consents condition in connection with the tender offer and consent solicitation.
Mr. DiMino noted, “The Company’s discussions with potential senior lenders have resulted in strong interest in the Company’s proposed new credit facility at attractive pricing and under other favorable terms. We expect the refinancing to create substantial savings in interest expense for the Company, and the shift away from financing the Company’s long-term debt from notes to an increased amount of debt under the Company’s senior credit facility will permit the Company to have the flexibility to carry out its business objectives, including to support organic growth and pursue potential acquisitions, while securing a lower interest rate.”
Fiscal 2011 Guidance Re-Affirmed
The Company re-affirmed financial guidance for the fiscal year ending June 30, 2011, with adjusted EBITDA from continuing operations expected to be in the range of $74.0 million to $76.0 million and capital expenditures expected to be in the range of $18.0 million to $20.0 million.
Quarterly Operating Statistics
The table below provides results for medical transports, Average Patient Charge (APC), and DSO during each of the five most recent quarters:
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| | Q1 '10 | | | Q2 '10 | | | Q3 '10 | | | Q4 '10 | | | Q1 '11 | |
| | (9/30/09) | | | (12/31/09) | | | (3/31/10) | | | (6/30/10) | | | 9/30/10 | |
Medical Transports (1) | | | 268,755 | | | | 271,396 | | | | 277,276 | | | | 280,574 | | | | 291,152 | |
Average Patient Charge (APC) (2) | | $ | 389 | | | $ | 397 | | | $ | 394 | | | $ | 391 | | | $ | 397 | |
Days Sales Outstanding (DSO) (3) | | | 49 | | | | 46 | | | | 44 | | | | 43 | | | | 42 | |
(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. |
Conference Call to Discuss Results
The Company will discuss results in a conference call today beginning at 11 a.m. Eastern. To join the Company’s conference call, dial 877-383-7417 (domestic) or 678-894-3972 (international). A taped replay will be available approximately two hours following the completion of the call through 11:59 p.m. Eastern on November 11, 2010. To access the replay, dial 800-642-1687 (domestic) or 706-645-9291 (international). The required pass code to access the replay is 17067574. An audio webcast also will be available atwww.ruralmetro.com the day of the call and will remain on the Company’s website for 90 days thereafter.
About Rural/Metro
Rural/Metro Corporation provides emergency and non-emergency ambulance services and private fire protection services in 20 states and approximately 440 communities throughout the United States. For more information, visit the Company’s web site atwww.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 financial reports filed with the Securities and Exchange Commission (SEC), investor 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, adjusted 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.
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(RURL/F)
RURAL/METRO CORPORATION
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
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| | September 30, 2010 | | | June 30, 2010 | |
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ASSETS | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 29,901 | | | $ | 20,228 | |
Accounts receivable, net | | | 67,276 | | | | 63,581 | |
Inventories | | | 7,423 | | | | 8,001 | |
Deferred income taxes | | | 25,618 | | | | 23,737 | |
Prepaid expenses and other | | | 6,583 | | | | 7,907 | |
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Total current assets | | | 136,801 | | | | 123,454 | |
| | |
Property and equipment, net | | | 48,155 | | | | 50,670 | |
Goodwill | | | 36,516 | | | | 36,516 | |
Restricted cash | | | 20,376 | | | | 20,376 | |
Deferred income taxes | | | 36,691 | | | | 41,538 | |
Other assets | | | 15,136 | | | | 15,908 | |
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Total assets | | $ | 293,675 | | | $ | 288,462 | |
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LIABILITIES AND DEFICIT | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 10,726 | | | $ | 12,914 | |
Accrued liabilities | | | 51,741 | | | | 48,290 | |
Deferred revenue | | | 21,526 | | | | 21,244 | |
Current portion of long-term debt | | | 6,393 | | | | 6,436 | |
| | | | | | | | |
Total current liabilities | | | 90,386 | | | | 88,884 | |
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Long-term debt, net of current portion | | | 260,598 | | | | 262,606 | |
Other long-term liabilities | | | 37,757 | | | | 38,130 | |
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Total liabilities | | | 388,741 | | | | 389,620 | |
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Rural/Metro Stockholders’ deficit: | | | | | | | | |
Common stock, $0.01 par value, 40,000,000 shares authorized, 25,319,403 and 25,254,713 shares issued and outstanding at September 30, 2010 and June 30, 2010, respectively | | | 253 | | | | 252 | |
Additional paid-in capital | | | 156,968 | | | | 156,748 | |
Treasury stock, 96,246 shares at both September 30, 2010 and June 30, 2010 | | | (1,239 | ) | | | (1,239 | ) |
Accumulated other comprehensive loss | | | (3,824 | ) | | | (3,782 | ) |
Accumulated deficit | | | (249,396 | ) | | | (254,823 | ) |
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Total Rural/Metro stockholders’ deficit | | | (97,238 | ) | | | (102,844 | ) |
Noncontrolling interest | | | 2,172 | | | | 1,686 | |
| | | | | | | | |
Total deficit | | | (95,066 | ) | | | (101,158 | ) |
| | | | | | | | |
Total liabilities and deficit | | $ | 293,675 | | | $ | 288,462 | |
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RURAL/METRO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share amounts)
| | | | | | | | |
| | Three Months Ended September 30, | |
| | 2010 | | | 2009 | |
Net revenue | | $ | 140,131 | | | $ | 130,494 | |
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Operating expenses: | | | | | | | | |
Payroll and employee benefits | | | 84,811 | | | | 81,050 | |
Depreciation and amortization | | | 4,289 | | | | 3,809 | |
Other operating expenses | | | 30,044 | | | | 27,826 | |
General/auto liability insurance expense | | | 3,650 | | | | 3,411 | |
Gain on sale/disposal of assets | | | (253 | ) | | | (162 | ) |
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Total operating expenses | | | 122,541 | | | | 115,934 | |
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Operating income | | | 17,590 | | | | 14,560 | |
Interest expense | | | (7,330 | ) | | | (7,470 | ) |
Interest income | | | 74 | | | | 82 | |
| | | | | | | | |
Income from continuing operations before income taxes | | | 10,334 | | | | 7,172 | |
Income tax provision | | | (3,946 | ) | | | (3,630 | ) |
| | |
Income from continuing operations | | | 6,388 | | | | 3,542 | |
Income from discontinued operations, net of income taxes | | | 25 | | | | 82 | |
| | | | | | | | |
Net income | | $ | 6,413 | | | $ | 3,624 | |
| | | | | | | | |
Net income attributable to noncontrolling interest | | | (986 | ) | | | (705 | ) |
| | | | | | | | |
Net income attributable to Rural/Metro | | $ | 5,427 | | | $ | 2,919 | |
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Income per share: | | | | | | | | |
Basic— | | | | | | | | |
Income from continuing operations attributable to Rural/Metro | | $ | 0.21 | | | $ | 0.12 | |
Income from discontinued operations attributable to Rural/Metro | | $ | — | | | | — | |
| | | | | | | | |
Net income attributable to Rural/Metro | | $ | 0.21 | | | $ | 0.12 | |
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Diluted— | | | | | | | | |
Income from continuing operations attributable to Rural/Metro | | $ | 0.21 | | | $ | 0.12 | |
Income from discontinued operations attributable to Rural/Metro | | $ | — | | | $ | — | |
| | | | | | | | |
Net income attributable to Rural/Metro | | $ | 0.21 | | | $ | 0.12 | |
| | | | | | | | |
Average number of common shares outstanding—Basic | | | 25,280 | | | | 24,858 | |
| | | | | | | | |
Average number of common shares outstanding—Diluted | | | 25,560 | | | | 25,204 | |
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RURAL/METRO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| | | | | | | | |
| | Three Months Ended September 30, | |
| | 2010 | | | 2009 | |
Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 6,413 | | | $ | 3,624 | |
Adjustments to reconcile net income to net cash provided by operating activities— | | | | | | | | |
Depreciation and amortization | | | 4,289 | | | | 3,879 | |
Non-cash adjustments to insurance claims reserves | | | — | | | | 798 | |
Accretion of debt | | | 304 | | | | 2,664 | |
Deferred income taxes | | | 3,172 | | | | 2,425 | |
Share-based compensation expense | | | 229 | | | | 136 | |
Excess tax benefits from share-based compensation | | | (181 | ) | | | (36 | ) |
Amortization of debt issuance costs | | | 322 | | | | 570 | |
Loss on sale/disposal of property and equipment | | | 38 | | | | 7 | |
Change in assets and liabilities— | | | | | | | | |
Accounts receivable | | | (3,695 | ) | | | 935 | |
Inventories | | | 578 | | | | 316 | |
Prepaid expenses and other | | | 1,322 | | | | (799 | ) |
Other assets | | | 169 | | | | 135 | |
Accounts payable | | | (1,205 | ) | | | (3,104 | ) |
Accrued liabilities | | | 3,451 | | | | 6,465 | |
Deferred revenue | | | 282 | | | | 124 | |
Other liabilities | | | (271 | ) | | | (578 | ) |
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Net cash provided by operating activities | | | 15,217 | | | | 17,561 | |
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Cash flows from investing activities: | | | | | | | | |
Capital expenditures | | | (2,676 | ) | | | (2,180 | ) |
Proceeds from the sale/disposal of property and equipment | | | 7 | | | | 4 | |
| | | | | | | | |
Net cash used in investing activities | | | (2,669 | ) | | | (2,176 | ) |
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Cash flows from financing activities: | | | | | | | | |
Payments on debt | | | (2,367 | ) | | | (10,117 | ) |
Excess tax benefits from share-based compensation | | | 181 | | | | 36 | |
Net (payments for) proceeds from issuance of common stock under share-based compensation plans | | | (189 | ) | | | 1 | |
Distributions to noncontrolling interest | | | (500 | ) | | | (400 | ) |
| | | | | | | | |
Net cash used in financing activities | | | (2,875 | ) | | | (10,480 | ) |
| | | | | | | | |
Increase in cash and cash equivalents | | | 9,673 | | | | 4,905 | |
Cash and cash equivalents, beginning of year | | | 20,228 | | | | 37,108 | |
| | | | | | | | |
Cash and cash equivalents, end of year | | $ | 29,901 | | | $ | 42,013 | |
| | | | | | | | |
Supplemental disclosure of non-cash operating activities: | | | | | | | | |
Increase in other current assets and accrued liabilities for general liability insurance claim | | $ | — | | | $ | 174 | |
Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | |
Property and equipment funded by liabilities | | $ | 332 | | | $ | 473 | |
Supplemental cash flow information: | | | | | | | | |
Cash paid for interest | | $ | 9,674 | | | $ | 7,242 | |
Cash paid for income taxes, net | | $ | 239 | | | $ | 311 | |
RURAL/METRO CORPORATION
RECONCILIATION OF INCOME FROM CONTINUING AND DISCONTINUED OPERATIONS TO EBITDA
(unaudited)
(in thousands)
| | | | | | | | |
| | Three Months Ended September 30, | |
| | 2010 | | | 2009 | |
Income from continuing operations | | $ | 6,388 | | | $ | 3,542 | |
Add (deduct): | | | | | | | | |
Depreciation and amortization | | | 4,289 | | | | 3,809 | |
Interest expense | | | 7,330 | | | | 7,470 | |
Interest income | | | (74 | ) | | | (82 | ) |
Income tax provision | | | 3,946 | | | | 3,630 | |
Income attributable to noncontrolling interest | | | (986 | ) | | | (705 | ) |
| | | | | | | | |
EBITDA from continuing operations attributable to Rural/Metro | | | 20,893 | | | | 17,664 | |
| | | | | | | | |
Add (deduct): | | | | | | | | |
Share-based compensation expense | | | 229 | | | | 136 | |
| | | | | | | | |
Adjusted EBITDA from continuing operations attributable to Rural/Metro | | | 21,122 | | | | 17,800 | |
| | | | | | | | |
Income from discontinued operations | | | 25 | | | | 82 | |
Add (deduct): | | | | | | | | |
Depreciation and amortization | | | — | | | | 70 | |
Income tax provision | | | 16 | | | | 64 | |
| | | | | | | | |
EBITDA from discontinued operations attributable to Rural/Metro | | | 41 | | | | 216 | |
| | | | | | | | |
Total adjusted EBITDA attributable to Rural/Metro | | $ | 21,163 | | | $ | 18,016 | |
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| | Three Months Ended 9/30/09 As Previously Reported | | | Adjustments Related to Reporting Segment Realignment (1) | | | Adjustments Related to Discontinued Operations (2) | | | Three Months Ended 9/30/09 Revised | |
EAST ZONE | | | | | | | | | | | | | | | | |
Net Revenue | | $ | 23,911 | | | $ | 7,779 | | | $ | — | | | $ | 31,690 | |
Segment Profit | | $ | 6,506 | | | $ | 828 | | | $ | — | | | $ | 7,334 | |
Medical Transports | | | 57,638 | | | | 25,943 | | | | — | | | | 83,581 | |
SOUTH ZONE | | | | | | | | | | | | | | | | |
Net Revenue | | $ | 35,520 | | | $ | (4,442 | ) | | $ | (465 | ) | | $ | 30,613 | |
Segment Profit | | $ | 3,543 | | | $ | (456 | ) | | $ | (32 | ) | | $ | 3,055 | |
Medical Transports | | | 84,892 | | | | (13,436 | ) | | | (562 | ) | | | 70,894 | |
SOUTHWEST ZONE | | | | | | | | | | | | | | | | |
Net Revenue | | $ | 44,552 | | | $ | — | | | $ | — | | | $ | 44,552 | |
Segment Profit | | $ | 5,698 | | | $ | — | | | $ | — | | | $ | 5,698 | |
Medical Transports | | | 58,341 | | | | — | | | | — | | | | 58,341 | |
WEST ZONE | | | | | | | | | | | | | | | | |
Net Revenue | | $ | 27,998 | | | $ | (3,337 | ) | | $ | (1,022 | ) | | $ | 23,639 | |
Segment Profit | | $ | 2,753 | | | $ | (372 | ) | | $ | (99 | ) | | $ | 2,282 | |
Medical Transports | | | 71,154 | | | | (12,507 | ) | | | (2,708 | ) | | | 55,939 | |
CONSOLIDATED | | | | | | | | | | | | | | | | |
Net Revenue | | $ | 131,981 | | | $ | — | | | $ | (1,487 | ) | | $ | 130,494 | |
Segment Profit | | $ | 18,500 | | | $ | — | | | $ | (131 | ) | | $ | 18,369 | |
Medical Transports | | | 272,025 | | | | — | | | | (3,270 | ) | | | 268,755 | |
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(1) | | —Adjustments represent the effect of the realignment of our reporting segments on results for the quarter ended September 30, 2009 as previously reported on Form 10-Q for the quarter ended September 30, 2009. |
(2) | | —Adjustments represent the effect of the reclassification of operations that were discontinued between October 1, 2009 and September 30, 2010. |