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A FINANCIAL OVERVIEW OF
ENVISION HEALTHCARE AND RURAL/METRO
Phil Drake, PhD
L William Seidman Research Institute,
W. P. Carey School of Business,
Arizona State University
January 29, 2015
AMR 18A - 00001
L. WILLIAM SEIDMAN RESEARCH INSTITUTE
The L. William Seidman Research Institute serves as a link between the local, national, and international business
communities and the W. P. Carey School of Business at Arizona State University (ASU).
First established in 1985 to serve as a center for applied business research alongside a consultancy resource for the
Arizona business community, Seidman collects, analyzes and disseminates information about local economies,
benchmarks industry practices, and identifies emerging business research issues that affect productivity and
competitiveness.
Using tools that support sophisticated statistical modeling and planning, supplemented by an extensive
understanding of the local, state and national economies, Seidman today offers a host of economic research and
consulting services, including economic impact analyses, economic forecasting, general survey research, attitudinal
and qualitative studies, and strategic analyses of economic development opportunities.
Working on behalf of government agencies, regulatory bodies, public or privately‐owned firms, academic
institutions, and non‐profit organizations, Seidman specializes in studies at the city, county or state‐wide level.
Recent and current clients include:
Arizona Commerce Authority (ACA)
Arizona Corporation Commission (ACC)
Arizona Dept. Mines and Mineral Resources
Arizona Hospital and Healthcare Association
Arizona Investment Council (AIC)
Arizona Mining Council
Arizona Public Service Corporation (APS)
Arizona School Boards Association
Arizona Town Hall
BHP Billiton
The Boeing Company
The Central Arizona Project (CAP)
Chicanos Por La Causa
The City of Phoenix Fire Department
Curis Resources (Arizona)
De Menna & Associates
Epic Rides/The City of Prescott
Excelsior Mining
Executive Budget Office State of Arizona
First Things First
Freeport McMoran
Glendale Community College
Goodwill Industries
Greater Phoenix Economic Council
Intel Corporation
iState Inc.
The McCain Institute
Maricopa Integrated Health System
Navajo Nation Div. Economic Development
Phoenix Convention Center
Phoenix Sky Harbor International Airport
Public Service New Mexico (PNM)
Raytheon
Rosemont Copper Mine
Salt River Project (SRP)
Science Foundation Arizona (SFAZ)
The Tillman Foundation
Turf Paradise Valley METRO Light Rail
Twisted Adventures Inc.
Vote Solar Initiative
Waste Management Inc.
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EXECUTIVE SUMMARY
At the request of American Medical Response (AMR) to supplement with their application for a
Certificate of Necessity (CON) in the Pima County service area, this report provides:
A financial evaluation of AMR’s parent company, Envision Healthcare, and
A financial comparison to Rural/Metro, a privately held company whose subsidiaries operate in Pima
County.
Based on the data evaluated, AMR’s parent company, Envision Healthcare, meets the financial
component within the Fit and Proper criteria as defined by A.R.S. §§ 36‐2201.21. That is, Envision
Healthcare has the financial strength and operating performance to establish and support an ambulance
service for its CON application.
A review of Envision Healthcare’s audited financial statements and related documents shows that the
company has sufficient liquidity, positive operating cash flows, access to capital markets for both debt
and equity to improve its balance sheet structure, and the ongoing financial viability to meet the fiscal
requirements of the Fit and Proper criteria.
A comparison of Envision Healthcare with Rural/Metro Corporation and its subsidiaries shows that
Envision Healthcare has a stronger operating performance and balance sheet structure, along with a
more promising ongoing financial operating performance. Despite Rural/Metro restructuring its debt
and receiving a significant capital infusion during its recent bankruptcy, it still has substantial leverage
with continued operating losses (as adjusted) and negative operating cash flows. A brief comparison of
the financial metrics evaluated for Envision and Rural/Metro is as follows:
Envision Healthcare and Rural/Metro: A Comparison of Key Financial Metrics
Measure Envision Rural/Metro
Uses Generally Accepted Accounting Principles Yes No
Liquidity Good & stable Good, but declining
Solvency Good & improving Good, but declining
Operating Performance ‐ Cash Flow Positive Negative
Operating Performance ‐ Operating Income Positive Negative
Allowing Envision Healthcare to enter the Pima County service area will enhance the financial strength
and operating performance of the for‐profit entities serving the area. Furthermore, the addition of
Envision Healthcare will bring a diversification of the operating risk of ambulance service providers in
the Pima County service area.
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TABLE OF CONTENTS
1.0 ENVISION HEALTHCARE: A FINANCIAL REVIEW ..................................................................................... 1
1.1 Introduction ........................................................................................................................................ 1
1.2 Financial Analysis ................................................................................................................................ 2
2.0 RURAL/METRO: A FINANCIAL REVIEW .................................................................................................... 8
2.1 Introduction ........................................................................................................................................ 8
2.2 Observations from Rural/Metro’s Unaudited Financial Statements .................................................. 9
3.0 CONCLUDING OBSERVATIONS .............................................................................................................. 13
APPENDICES ................................................................................................................................................ 15
APPENDIX A: ENVISION’S PUBLISHED FINANCIAL STATEMENTS ........................................................... 16
APPENDIX B: STANDARD & POOR’S AND MOODY’S RECENT ENVISION RELEASES ............................... 21
APPENDIX C: ARIZONA DEPARTMENT OF HEALTH SERVICES AND RURAL/METRO’S FIT AND PROPER
STATUS COMMUNICATIONS, JULY‐AUGUST 2013 .................................................................................. 30
APPENDIX D: RURAL/METRO’S FINANCIAL STATEMENTS ...................................................................... 38
APPENDIX E: RURAL/METRO’S FINANCIAL PROJECTIONS ...................................................................... 43
APPENDIX F: RURAL/METRO’S MONTHLY REPORTS FOR SANTA CLARA 911 OPERATIONS .................. 50
LIST OF TABLES
Table 1: Envision’s Liquidity Measures ........................................................................................................ 5
Table 2: Envision’s Days’ Sales Outstanding (DSO) ...................................................................................... 6
Table 3: Envision’s Solvency Ratios .............................................................................................................. 7
Table 4: Rural/Metro’s Liquidity Measures ............................................................................................... 10
Table 5: Rural/Metro’s Solvency Ratios ..................................................................................................... 11
Table 6: Envision Healthcare and Rural/Metro: A Comparison of Key Financial Metrics ......................... 13
LIST OF FIGURES
Figure 1: Envision’s Geographic Coverage ................................................................................................... 2
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1.0 ENVISION HEALTHCARE: A FINANCIAL REVIEW
1.1 Introduction
Envision Healthcare’s two primary operating subsidiaries are EmCare, a provider of physician practice
management services, and AMR, a provider of medical emergency and non‐emergency transport
services. A third operating subsidiary, Evolution Healthcare, provides healthcare services at a patient
home. Evolution Healthcare was established in 2012 with a limited operating history.
EmCare was founded in 1972, and AMR was founded in 1992. In January 2005, Onex Partners acquired
AMR and EmCare creating Emergency Medical Services Corporation (EMSC), which went public in 2005
on the New York Stock Exchange (NYSE). In May 2011, Clayton, Dubilier & Rice, LLC (CD&R) initiated a
buyout of EMS, taking it private, and subsequently changing its name to Envision Healthcare (Envision).
Envision emerged as a public company on August 13, 2013 on the NYSE.1
Envision operates in 48 states, illustrated in Figure 1. Headquartered in Denver, Colorado, in 2013
Envision earned $3.7 billion in net revenues of which EmCare generated 60 percent, AMR generated 37
percent and Evolution Health generated 3 percent.2
Operating across complementary business lines over a large geographic area provides Envision the
opportunity to exploit economies of scale and scope in its business. Additionally, multiple business lines
results in revenue diversification, cross‐selling opportunities and coordinated back office support. A
company with many complementary product lines, such as Envision, strengthens financial stability and
viability.
AMR is a subsidiary of Envision. AMR currently operates in 40 states, employing more than 12,000
paramedics and emergency medical technicians. In 2013, AMR transported 2.8 million patients from a
fleet of nearly 4,300 vehicles at nearly 200 operating sites. AMR’s net revenues are approximately 6
percent of the estimated ambulance service market of $18 billion. With over 15,000 ambulance service
providers in the United States, AMR is the largest ambulance provider based on net revenues.3
American Medical Response of Pima, LLC (AMR Pima) is a wholly owned subsidiary of AMR. AMR Pima is
the applicant for the CON to operate in Pima County, with AMR and its parent, Envision, providing
financial and operating support.
1 Source: Envision 2013 10‐K. 2 Source: Baird Equity Research Report, July 2014, p. 29. 3 Source: Envision 2013 10‐K.
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Figure 1: Envision’s Geographic Coverage
Source: Envision Healthcare Company Update, June 2014
1.2 Financial Analysis
The audited financial statements for Envision’s latest 10‐K (For the year ended December 31, 2013) and
10‐Qs (the first three quarters of 2014) were reviewed to evaluate their financial position and operating
performance. The 10‐K is the required annual SEC filing for a publicly traded company. Among other
disclosures, the 10‐K contains audited financial statements with related footnotes. The 10‐Q is a
quarterly filing made between the 10‐K filings, but the 10‐Q has fewer disclosures, less detailed
management discussion, and contains unaudited financial statements. The financial statements are
presented on a consolidated basis, in which all subsidiaries are combined with inter‐company
transactions eliminated. The resulting financial statements reflect all of Envision’s businesses together
as one set of financial statements. Envision’s financial statements provide limited segment financial
information about its business lines. As a result, it is difficult to evaluate AMR as a standalone entity.
The current study therefore offers a financial analysis of Envision and its consolidated entities.
Arizona statutes do not provide guidance to evaluate how a company meets the Fit and Proper criteria.
A.R.S. §§ 36‐2201.21 defines Fit and Proper in terms of the Director of Health Services determining that
an applicant for a CON or an existing certificate holder has the expertise, integrity, fiscal competence,
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and resources to provide ambulance service in the service area.4 For this financial review, an evaluation
of Envision’s audit opinion, operating performance, liquidity and solvency along with relevant recent
events are assumed to provide sufficient information to address the fiscal competence and resources to
provide ambulance service.
Audit Opinion
Envision’s auditor is EY (formerly Ernst & Young), which is one of the four largest professional accounting
services firms worldwide. In 2013, Envision received an unqualified “clean” audit opinion from EY.
When a company receives a clean audit opinion, this means it is reasonable to infer that company’s
financial statements adhere to U.S. generally accepted accounting principles or “GAAP.” Within GAAP is
an assumption that the company is an ongoing entity. That is, EY does not foresee any near‐term
concern with Envision as a viable entity. This is a significant statement as EY carefully evaluates
Envision’s operating and financial controls, procedures and assertions to produce the financial
statements. The engagement can involve thousands of hours of work and analysis. Although it is not a
guarantee, a clean audit opinion implies that Envision is a financially viable company.
Operating Performance
There are numerous ways to evaluate a firm’s operating performance. One approach is to separate the
firm’s operating activities from its financing activities. Focusing the analysis on the operating activities
allows for sharper insight into the critical drivers of a firm’s operating performance. To accomplish this,
the balance sheet and the income statement are reformulated. When working with publicly available
financial statements, some judgments are used in reformulating the financial statements. Appendix A
presents Envision’s published financial statements along with the reformulated financial statements.
In the reformulated income statement, operating income is separated into core operating income after
tax, and non‐core operating income after tax. By focusing on core operating income after tax, greater
emphasis is placed on the value creation process than the ancillary operating activities. For 2013,
Envision’s core operating income after tax was $188.1 million. Comparing core operating income after
tax with net revenues yields a core profit margin of 5.05 percent. These results are consistent with the
previous year.5
For the reformulated balance sheet, operating assets and liabilities are separated from financial
liabilities and assets. This yields net operating assets (NOA) consisting of operating assets less operating
liabilities and net financial obligations (NFO) consisting of financial liabilities less financial assets. The
ratio return on net operating assets (RNOA) is calculated by taking operating income after tax divided by
average net operating assets. RNOA represents the after tax operating return of the firm’s investment
in its net operating assets. For 2013, Envision’s RNOA was 5.48 percent. Due to data availability, only
the current year RNOA is calculated.
4 Source: http://www.azleg.gov/FormatDocument.asp?inDoc=/ars/36/02201.htm&Title=36&DocType=ARS. 5 Only two years of full financial statements are publicly available as Envision went public in August 2013. As a privately held firm, a company is not required to provide financial statements to the public.
AMR 18A - 00007
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Both Envision’s 2013 core operating profit margin (5.05 percent) and RNOA (5.48 percent) are
appropriate returns in a competitive market. For the nine months ending September 30, 2014,
Envision’s core operating profit margin increased to 5.41 percent. Envision’s operating performance will
be compared to Rural/Metro’s operating performance in Section 2.
The Consolidated Statements of Cash Flows in Envision’s 2013 10‐K report net cash from operating
activities of $54.1 million in 2013, $216.4 million in 2012. For the nine months ending September 30,
2014, net cash from operating activities was $194.0 million. These results indicate that Envision’s
operating activities are generating strong positive cash flows, which can be reinvested back into the
company through capital expenditures (CapEx), or used for business acquisitions.
Some commentators consider Free Cash Flow and Earnings before Interest, Taxes, Depreciation and
Amortization (EBITDA) as additional measures of operating performance. Both of these measures have
significant faults.
Free Cash Flows are a return of value concept, whereas RNOA is a value creation concept. Free cash
flows refer to the concept that cash flows generated from operating activities in excess of capital
expenditures and business acquisitions are funds available to hold as financial assets, pay down debt or
distribute to owners. For a company with limited growth opportunities, one expects a firm to generate
positive free cash flows. For companies that are expanding their operating capacity, often the growth
opportunities require more cash than what is generated from operations. Accordingly, such a firm
would have a negative free cash flow, which is considered a poor outcome from a free cash flow
perspective. This concept is based on value distribution and therefore inconsistent with value creation.
Operating performance is based on the value that the firm’s operations created during the relevant
period.
Likewise, EBITDA has its limitations for evaluating an ongoing entity as it ignores the firm’s tax
consequences, impact of interest costs as well as the cost to replenish the firm’s operating assets. A
viable entity will incur taxes and sustain its operating infrastructure. Additionally, the cost of borrowing
money is real and addresses the impact of leverage (i.e., debt). Warren Buffett stated in Berkshire
Hathaway’s Annual Report that EBITDA is “a commonly‐used measure we view as seriously flawed.”
Accordingly, these commonly used metrics are not used in this analysis.
Liquidity
Liquidity refers to a firm’s ability to meet its financial obligations as they become due. Unlike operating
performance in which core operating profitability is essential to the analysis, there is no need to
distinguish operating debt from financing debt in a liquidity analysis as both claims must be paid.
Liquidity ratios can be either stock or flow measures. Stock measures involve balance sheet stocks of
cash and near‐cash items. Flow measures are flows of cash, as reported in the consolidated statements
of cash flow.
AMR 18A - 00008
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Liquidity stock measures indicate a firm’s ability to pay its current liabilities. They include:
(1) Current ratio or
(2) Quick ratio or
(3) Cash ratio or
.
Liquidity flow measures evaluate the ability of operating cash flows to meet current operating
obligations in the short run, and also the extent to which capital expenditures can be financed out of
operations. They include:
(1) Cash flow ratio or
(2) Cash flow to capital expenditures or
.
Table 1 summarizes Envision’s stock measures for 2012, 2013 and the first nine months of 2014.
Table 1: Envision’s Liquidity Measures
Current Quick Cash Cash Flow CF to CapEx
2012 1.6 1.4 0.12 0.45 3.59
2013 2.4 2.2 0.45 0.12 0.82
2014 – 9 months 2.5 2.3 0.48 0.38 3.49
Source: Envision’s 2013 10‐K & September 30, 2014 10‐Q
The table shows an increased financial strength with all three ratios improving from 2012 to 2014 Q3.
The decrease in flow measures from 2012 to 2013 is due to a smaller cash flow from operating activities
that reversed during 2014. The reduction in operating cash flows in 2013 is principally driven by a set of
one‐time events (e.g., terminating the consulting agreement with CD&R, payments related to AMR
contract terminations and FEMA external providers), an increase in accounts receivable, and also by a
$43 million income tax refunds received in 2012.6 For the nine months of 2014 reported, operating cash
flows exceeded capital expenditures by nearly 3.5 to 1. These results indicate that, Envision can meet its
upcoming obligations and fund its capital expenditures from its operating activities, without the need
for external financing.
The rate of increase in accounts receivable from 2012 to 2013 is 28.2 percent. Net revenues only
increased by 13.0 percent. Typically, changes in sales and accounts receivable should move together. A
review of the days’ sales outstanding (DSO) assesses the length of time it takes to receive payment after
the revenue is recognized. Table 2 summarizes the DSO reported in Envision’s 2013 10‐K.
6 Source: Envision 2013 10‐K, p. 120.
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Table 2: Envision’s Days’ Sales Outstanding (DSO)
Q4 2013 Q3 2013 Q2 2013 Q1 2013 Q4 2012 Q4 2011 Q4 2010
EmCare 82 77 71 68 65 57 54
AMR 63 64 64 66 68 68 69
EVHC 75 73 68 67 66 62 61
Source: Envision 2013 10‐k, p. 121
The table shows that Envision’s (i.e., EVHC) DSO has increased from 66 days to 75 days over the past
year. However, AMR’s DSO has decreased from 68 days to 63 days. The driver for Envision’s increased
DSO is therefore EmCare. Envision states that the increase is due to significant new contracts starting in
late 2013, and from a delay by CMS. For the first quarter of 2014, Envision’s DSO remained at 75 days.
The September 30, 2014 10‐Q shows that AMR’s accounts receivable DSO continues to range from 62 to
66 days.
In its 2013 10‐K, Footnote 22, Valuation and Qualifying Accounts, Envision discloses the provisions for
uncollectible accounts (e.g., bad debts) and actual write‐offs of receivables. For each of the past three
years, the provisions have exceeded the actual write‐offs. Accordingly, the allowance for uncollectible
accounts is increasing each year along with the pace of growth in the receivables. There does not
appear to be any significant concern with the recent increase in accounts receivable or with Envision’s
liquidity.
Solvency
Solvency addresses a firm’s ability to meet its obligation in the more distant future. Unlike a liquidity
analysis that focuses on current liabilities, the firm’s capital structure including both current and long‐
term financing is relevant in a solvency evaluation. The typical ratios include:
(1) Debt to total assets or
(2) Debt to equity or
(3) Long‐term debt or
(4) Interest coverage or
Table 3 summarizes Envision’s solvency ratios. The ratios reflect the impact of the initial public offering
in August 2013. With common stock issuance proceeds of over $1.1 billion, Envision redeemed $816.7
million of senior debt and paid $332.5 million towards its 2019 Notes. These transactions substantially
changed the solvency ratios, reducing the risk of default. Baird mentioned in its report that Envision’s
capital structure ratios are in line with the industry averages.7 Additionally, Envision has substantially
7 Source: Baird Equity Research Report, July 2014, p. 32.
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improved its interest coverage ratio. This demonstrates how the reduction of debt during 2013 has
improved Envision’s ability to meet its required interest payments.
Table 3: Envision’s Solvency Ratios
Debt to Assets Debt to Equity Long‐Term Debt Interest Coverage
2012 65.9% 4.94 0.83 91.7%
2013 44.4% 1.20 0.54 92.3%
2014 9 Months 44.4% 1.20 0.54 194.2%
Source: Envision’s 2013 10‐K & September 30, 2014 10‐Q
In its 2013 10‐K, Footnote 10, Debt, Envision provides a table presenting the minimum payments
required on its long‐term debt and capital lease obligations for the next five years. Envision’s minimum
debt and capital lease payments do not exceed $14 million per year for the next five years. Accordingly,
there is no significant pressure for the firm to make a substantial debt repayment in the coming years.
Envision also has off‐balance sheet non‐cancelable operating leases.8 The undiscounted future
minimum lease payment is $257 million as of December 31, 2013. These obligations are not reflected in
the balance sheet as a liability or debt. If the leases are effectively capitalized (that is, treated as a
liability and added to the balance sheet), the resulting ratios will not be materially impacted.
Furthermore, the operating lease payments are captured in the income statement as rental expense.
In June 2014, Envision completed a $750 million 2022 Senior Note offering (at 5.125 percent), which has
been used to redeem $618 million 2019 Senior Notes (at 8.125 percent). This transaction extends the
time period for Envision to repay the debt, and also effectively reduces the firm’s future interest
expense by approximately $12 million per year. This corporate transaction further strengthens an
improving balance sheet and Envision’s financial solvency.
Recent Events
In May 2014, both Standard & Poor’s Rating Services and Moody’s Investor Service upgraded their bond
ratings for Envision. Standard & Poor’s upgraded Envision from BB‐ to B+, and held its outlook to stable.
Moody’s upgraded all of the following: Envision’s Corporate Family Rating, Probability of Default Rating,
Envision’s senior secured term loan and Senior Unsecured notes. Additionally, Moody’s rating outlook
for Envision was changed to positive to stable. Lastly, Envision’s Speculative Grade Liquidity Rating was
affirmed at SGL‐1. This means that Moody’s considers Envision to have “…very good liquidity”, including
“…the capacity to meet their obligations over the coming 12 months through internal resources without
relying on external sources of committed financing.”9 The press releases for both S&P and Moody’s are
presented in Appendix B.
8 Source: 2013 10‐K, Footnote 17, Commitments and Contingencies. 9 Source: Moody’s Rating Symbols and Definitions, April 2014.
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On July 2, 2014, Baird Equity Research initiated coverage on Envision with an Outperform rating. The
rationale cited for their rating is based on many operating, marketplace, and strategic factors, as well as
Envision’s financial position.
On July 10, 2014, Envision announced the pricing of its secondary offering of 27.5 million shares of
common stock. Envision will not receive any of these proceeds, but the offering will reduce CD&R’s
investment in Envision so that they no longer own a majority interest in the company.
Envision Healthcare and its subsidiaries meet the “Fit and Proper” criteria
An analysis of Envision’s audit opinion, operating performance, liquidity, solvency and recent events
indicates that Envision has the financial strength and operating performance to establish and support an
ambulance service for a CON application serving the Pima County service area.
2.0 RURAL/METRO: A FINANCIAL REVIEW
2.1 Introduction
In Pima County, there are 12 CON service areas.10 AMR’s proposed service area overlaps with two
privately owned CONs, and also the City of Tucson CON. The two privately owned CONs are subsidiaries
of Rural/Metro and cover a significant portion of the heavily populated areas of central Pima County.
Given that Rural/Metro recently emerged from bankruptcy, it is appropriate to consider the public
benefit of another privately owned company operating in Pima County.
On July 26, 2013, Mr. Will Humble, Director of Arizona Department of Health Services, requested
information confirming Rural/Metro’s ability to continue to meet the Fit and Proper status. Rural/Metro
replied on August 30, 2013 affirming that they still meet the required standard. Copies of the
correspondence are in Appendix C.
Rural/Metro emerged from bankruptcy on December 31, 2013. Through the bankruptcy process,
Rural/Metro has been able to reduce its debt burden and infuse the firm with new equity capital.
Nevertheless, some concerns remain about Rural/Metro’s financial strength and viability.
Following its emergence from bankruptcy, Rural/Metro elected to use “fresh‐start” accounting. This
amounts to a restating of the balance sheet in which:
Assets and liabilities are reported at fair value as of December 31, 2013;
Past accumulated deficit (i.e. negative retained earnings) is eliminated; and
Common equity is set equal to its estimated enterprise value less net debt (including cash and cash
deposits).
10 Source: http://www.azdhs.gov/bems/documents/ambulance/ground/maps/cons‐southeastern.pdf
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Due to the use of fresh‐start accounting, Rural/Metro’s balance sheet emerging from bankruptcy is not
comparable to prior financial statements as the assets and liabilities are revalued and the equity is
restated with retained earnings being eliminated. Furthermore, the changes in the values of the assets
and liabilities will impact the subsequent allocations (e.g., depreciation and amortization) recognized in
their income statement, undermining the comparability of income statements for operating
performance pre‐ and post‐bankruptcy. General inferences can be made about Rural/Metro’s operating
performance, but there are data limitations.
As of this report’s date, Rural/Metro has submitted to the bankruptcy court three (3) sets of unaudited
financial statements that are not compliant with GAAP. The financial statements cover the period
January 1, 2014 through September 30, 2014. Even with these data limitations, several observations are
appropriate and relevant. Additionally, inferences regarding Rural/Metro’s operating performance can
be made from its bankruptcy monthly reports prior to January 1, 2014 and its Santa Clara 911 monthly
operating performance reports.
Rural/Metro states that its financial statements reported to the Bankruptcy Court are not prepared in
accordance with generally accepted accounting principles, GAAP, in the United States. In each of the
three (3) Post Confirmation Quarterly Summary Reports, Rural/Metro does not state on what basis their
financial statements are prepared. The non‐use of GAAP accounting limits the confidence in the
financial statements provided to the bankruptcy court. That is, one does not know which accounts are
treated differently due to the lack of adherence to GAAP. Many accounts presented in the financial
statements require significant estimations that rely on management’s judgment. Without the
adherence to GAAP, managers have considerably more latitude in judgment. Additionally, the financial
statements do not provide related footnotes required by GAAP to allow one to fully assess the financial
position and performance of the company’s operations. Accordingly, the reliability of these financial
statements is suspect as it limits one’s ability to fully ascertain whether Rural/Metro possess the
financial stability to meet its future obligations.
2.2 Observations from Rural/Metro’s Unaudited Financial Statements
Liquidity
In Appendix D, Rural/Metro’s reported financial statements are provided along with the reformulations.
Beginning with the balance sheet and evaluating Rural/Metro’s liquidity ratios, but excluding restricted
cash held by the firm, the results for December 31, 2013 and March 31, 2014 are summarized in Table 4.
Liquidity stock measures indicate a firm’s ability to pay its current liabilities. They include:
(1) Current ratio or
(2) Quick ratio or
(3) Cash ratio or
.
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Liquidity flow measures evaluate the ability of operating cash flows to meet current operating
obligations in the short run, and also the extent to which capital expenditures can be financed out of
operations. They include:
(1) Cash flow ratio or
(2) Cash flow to capital expenditures or
.
Table 4 summarizes Rural/Metro’s stock measures from December 31, 2013 through September 30,
2014.
Table 4: Rural/Metro’s Liquidity Measures – As Reported
Current Quick Cash Cash Flow CF to CapEx
Dec 31, 2013 2.0 1.5 0.52 N/A N/A
Mar 31, 2014 2.1 1.6 0.52 (0.07) (1.06)
June 30, 2014 2.0 1.6 0.57 0.11 2.02
Sept 30, 2014 2.1 1.6 0.22 (0.32) (5.51)
Source: Post Confirmation Quarterly Summary Reports for the Periods from January 1, 2014 to September 30, 2014
The table suggests that Rural/Metro’s current and quick ratios are similar to Envision. This is to be
expected. As Rural/Metro emerges from bankruptcy, its debt was restructured such that its outstanding
debt was reduced by approximately fifty (50) percent, and it received a significant infusion of new equity
capital. Note that the Cash ratio dropped significantly (from 0.57 to 0.22) during the third quarter.
Rural/Metro states the decline in cash flow from operations was due to a billing issue following their
conversion to an outsourced billing vendor.
Despite a solid basis with its recently restructured debt, Rural/Metro’s liquidity flow measures are
negative for most quarters, first and third quarters respectfully. Driving the liquidity flow measures is
Rural/Metro’s negative cash flow from operating activities for the first and third quarters of 2014.
Should Rural/Metro continue to operate with negative operating cash flows, it will have to rely on
external financing or reduce its operating assets to continue operations.
In the Post‐Confirmation Quarterly Reports, Rural/Metro states that its operating results and cash flows
reflect one‐time payments for professional fees and other restructuring costs. Adjusting the ratios for
the reported amount of one‐time fees ($11.1 million in the first quarter, $3.0 million for the second
quarter) plus an estimate of cash received assuming the transports were billed on time during the third
quarter ($15.0 million), the two cash flow ratios improve slightly, but the overall conclusion remains the
same. Rural/Metro is experiencing cash flow difficulties.
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Solvency
Solvency addresses a firm’s ability to meet its obligation in the more distant future. Unlike a liquidity
analysis that focuses on current liabilities, the firm’s capital structure, including both current and long‐
term financing, is relevant in a solvency evaluation. The typical ratios include:
(1) Debt to total assets or
(2) Debt to equity or
(3) Long‐term debt or
(4) Interest coverage or
Table 5 summarizes Rural/Metro’s solvency ratios from December 31, 2013 through September 30,
2014. For the purposes of determining the debt balance, the Deposits reported on the balance sheet
are subtracted from long‐term debt as they represent cash collateral held by a third party for payment
to Rural/Metro’s long‐term debt.
Table 5: Rural/Metro’s Solvency Ratios – As Reported
Debt to Assets Debt to Equity Long‐Term Debt Interest Coverage
Dec 31, 2013 52.1% 3.93 78.7% N/A
Mar 31, 2014 53.1% 4.37 81.3% (29.7)%
June 30, 2014 53.4% 4.57 82.0% 28.9%
Sept 30, 2014 54.2% 4.43 81.6% 97.1%
2014 9 Months N/A N/A N/A 32.7%
Source: Post Confirmation Quarterly Summary Reports for the Periods from January 1, 2014 to September 30, 2014
A comparison with Envision’s solvency ratios suggests that Rural/Metro is on par with Envision’s 2012
ratios, but lag behind Envision’s 2013 and 2014 ratios, as illustrated in Table 5. The trend over time is
worsening for the solvency ratios, except for the Interest Coverage ratio, which has gone from negative
to positive. The overall conclusion from the solvency ratios is that Rural/Metro has significant leverage
(i.e., debt).
Digging a bit deeper into the financial statements, a rather odd observation is noted – income tax
benefit. For the nine months ended September 30, 2014, Rural/Metro has recognized over $15.2 million
in its income statements. Without the income tax benefit, Rural Metro would report net operating
losses of $9.0 million for the nine months ending September 30, 2014. Include Rural/Metro’s interest
costs and the company has net losses over $24.5 million ‐ far from profitability. Even adjusting for one‐
time professional fees of $8.8 million incurred during the related period, Rural/Metro is operating at a
loss.
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The issue with the income tax benefit is that it is a non‐cash benefit. Rural/Metro does not receive a tax
refund for its losses, nor does Rural/Metro pay fewer taxes because of the income tax benefit.
According to Rural/Metro’s Financial Projections (Appendix E) filed with the bankruptcy court, the
company does not anticipate to pay any federal income tax over the projected five‐year horizon.
Consequently, the income tax benefit is illusory. It does not have economic value to Rural/Metro, and
assessing Rural/Metro’s financial viability by including income tax benefit is inappropriate. The Interest
Coverage ratio becomes (2.2)% for the nine‐month period ending September 30, 2014 and 44.0% when
excluding the $8.8 million for the one‐time professional fees, compared to the 32.7% based on the
financial statements filed with the bankruptcy court.
In its August 30, 2013 correspondence with Mr. Will Humble (Appendix C), Rural/Metro stated that they
had reached an agreement‐in‐principle on a prearranged, comprehensive financial restructuring plan.
From an operational perspective, Rural/Metro expected to pursue a business as usual position
throughout the restructuring process. Their field operations throughout Arizona were also expected to
continue operating normally. The operating results reported above imply that Rural/Metro has re‐
established financial stability through its bankruptcy restructuring, but questions remain about
maintaining the viability of Rural/Metro’s operations.
With only three quarters of operating results, it is difficult to draw strong conclusions. As a privately
held company, there are no publicly available financial statements for Rural/Metro since the first
quarter of 2011, its last SEC filed 10‐Q. During its bankruptcy, Rural/Metro filed monthly financial
statements with the bankruptcy court report. In its final monthly report, Rural/Metro experienced a
loss from continuing operations before income taxes of $63.9 million from net revenue of $266.2
million.11 Again, the operating loss included bankruptcy/restructuring costs in the operating results.
The December 2013 Monthly Operating Report presented a table of professional fees and expenses paid
amounting to $17.2 million for the year 2013. The operating loss is $46.7 million when these expenses
are removed from Rural/Metro’s income statement. These operating results are consistent with post‐
bankruptcy operating losses.
Another approach to ascertain whether Rural/Metro’s current operating results are typical or an
anomaly is to evaluate operating reports filed in other districts. For example, Rural/Metro files monthly
operating reports with Santa Clara County for its Santa Clara 911 Operations and Ambulance Services
(See Appendix F). The Santa Clara 911 Operations net revenues during the three quarters of 2014
represent 6.2 percent of Rural/Metro’s total net revenues recognized during the same period.
From all available months (July 2011 through November 2014) for its Santa Clara 911 Operations,
Rural/Metro reported a net operating loss of $22.9 million on net ambulance revenues of $138.9 million.
For 2014 year to date, Santa Clara 911 Operations have an operating loss of $10.8 million on net
ambulance revenue of $36.0 million. Caution must be used in making inferences from the Santa Clara
operating reports to the overall corporate operations. There are many factors that potentially impact
11 Source: Debtor‐In‐Possession Monthly Operating Report for Filing Period December 2013
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Rural/Metro’s reported revenues and expenses, including contract terms, fee schedule, payer mix,12
number of expected transport, service area population density, etc. With that caveat stated, the Santa
Clara operations are qualitatively consistent with Rural/Metro’s operating performance provided to the
bankruptcy court and following emergence from bankruptcy. That is, there is no significant change in
the overall operating performance pre‐ and post‐bankruptcy. Rural/Metro consistently operates an
operating loss.
An analysis of Rural/Metro’s operating performance (pre‐/during/post‐bankruptcy), and liquidity and
solvency post‐bankruptcy therefore raises some concerns about its financial strength, operating
performance, and viability to continue to support ambulance services in the Pima County service area.
3.0 CONCLUDING OBSERVATIONS
Based on the publicly available information along with the limited time frame for this evaluation, AMR
Pima, LLC through its parent organization, Envision Healthcare, meets the Fit and Proper criteria
associated with its CON application. Envision received a clean, unqualified audit opinion that implicitly
assumes the company as a viable on‐going entity. A financial analysis of Envision reveals good liquidity
and solvency along with an improving balance sheet, as well as positive operating cash flows and
positive operating income. The improvement in Envision’s financial strength is reflected by the recent
upgrades to Envision’s bond ratings by Moody’s and Standard & Poor’s.
Contrasting Envision’s financial position is Rural/Metro’s financial viability following its recent
emergence from bankruptcy. The analysis shows Rural Metro has good financial stability presently, but
concerns remain regarding its financial viability going forward as it is not operating profitability
(adjusting for the income tax benefit) and has negative operating cash flows. Furthermore, it appears
that Rural/Metro has incurred operating losses pre‐/during/post‐bankruptcy.
A summary comparison of the financial metrics for Envision and Rural/Metro is shown in Table 6:
Table 6: Envision Healthcare and Rural/Metro: A Comparison of Key Financial Metrics
Measure Envision Rural/Metro
Uses Generally Accepted Accounting Principles Yes No
Liquidity Good & stable Good, but declining
Solvency Good & improving Good, but declining
Operating Performance ‐ Cash Flow Positive Negative
Operating Performance ‐ Operating Income Positive Negative
Based on the above analysis, there is a public benefit for an additional private company to operate an
ambulance service in the Pima County service area.
12 This is healthcare jargon for the percentage of revenue coming from private insurance versus government insurance versus self‐paying individuals.
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Scope and limitations
The analysis was conducted with publicly available information. The Seidman Research Institute team
met with an AMR manager and its advisor to discuss the scope and timing of the project. No insider
information was provided or used in the analysis. Seidman as part of this financial review did not
directly contact Rural/Metro’s management team and its advisors.
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APPENDICES
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APPENDIX A: ENVISION’S PUBLISHED FINANCIAL STATEMENTS
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APPENDIX B: STANDARD & POOR’S AND MOODY’S RECENT ENVISION RELEASES
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APPENDIX C: ARIZONA DEPARTMENT OF HEALTH SERVICES AND RURAL/METRO’S FIT AND
PROPER STATUS COMMUNICATIONS, JULY‐AUGUST 2013
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APPENDIX D: RURAL/METRO’S FINANCIAL STATEMENTS
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Rural/Metro Balance Sheet
As Reported (in thousands)
30‐Sep‐14 30‐Jun‐14 31‐Mar‐14 31‐Dec‐13Current Assets
Case and cash equivalents 20,456 55,332 46,886 48,195 Restricted cash 900 900 3,895 14,959 Accounts receivable, net 124,434 94,452 98,185 91,230 Inventories 7,744 7,957 7,905 7,801 Deferred income taxes 26,150 26,150 26,150 26,150 Prepaid expenses and other 10,946 11,371 10,588 14,542 Total Current Assets 190,630 196,162 193,609 202,877
Property and equipment, net 70,211 69,763 69,288 66,872 Goodwill 155,512 155,512 155,512 155,512 Intangible assets, net 208,224 211,458 214,691 217,923 Deposits 43,424 43,862 43,780 43,785 Other assets 3,984 4,369 5,583 5,913
Total Assets 671,985 681,126 682,463 692,882
Current Liabilities Accounts payable 24,423 22,440 24,445 35,692 Accrued and other CL 44,837 51,878 45,570 35,405 Deferred revenue 20,950 21,316 21,162 20,159 Current portion of LT debt 797 802 807 754 Total Current Liabilities 91,007 96,436 91,984 92,010 Long‐term debt, net of current 383,417 383,075 382,302 381,307
Deferred income taxes 85,905 94,388 96,921 101,450 Other long‐term liabilities 34,812 32,779 33,556 31,972 Total Long‐Term Liabilities 504,134 510,242 512,779 514,729 Total Liabilities 595,141 606,678 604,763 606,739
Stockholder's Equity Common stock ‐ ‐ ‐ ‐ Preferred stock ‐ ‐ ‐ ‐ Additional paid‐in capital 86,143 86,143 86,143 86,143 Accumulated OCI ‐ ‐ (31) ‐ Accumulated deficit (9,299) (11,695) (8,412) ‐ Total Stockholder Equity 76,844 74,448 77,700 86,143
Total Liabilities & SE 671,985 681,126 682,463 692,882
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Rural/Metro Balance Sheet
Reformulated (In thousands)
30‐Sep‐14 30‐Jun‐14 31‐Mar‐14 31‐Dec‐13Net operating assets (NOA): Operating assets Case and cash equivalents 20,456 55,332 46,886 48,195 Restricted cash 900 900 3,895 14,959 Accounts receivable, net 124,434 94,452 98,185 91,230 Inventories 7,744 7,957 7,905 7,801 Deferred income taxes 26,150 26,150 26,150 26,150 Prepaid expenses and other 10,946 11,371 10,588 14,542 Property and equipment, net 70,211 69,763 69,288 66,872 Goodwill 155,512 155,512 155,512 155,512 Intangible assets, net 208,224 211,458 214,691 217,923 Other assets 3,984 4,369 5,583 5,913 Total operating assets 628,561 637,264 638,683 649,097 Operating liabilities
Accounts payable 24,423 22,440 24,445 35,692 Accrued and other CL 44,837 51,878 45,570 35,405 Deferred revenue 20,950 21,316 21,162 20,159 Deferred income taxes 85,905 94,388 96,921 101,450 Other long‐term liabilities 34,812 32,779 33,556 31,972 Total operating liabilities 210,927 222,801 221,654 224,678 Net operating assets (NOA): 417,634 414,463 417,029 424,419
Net financial obligations (NFO): Financial assets Deposits 43,424 43,862 43,780 43,785 Financial liabilities Current portion of LT debt 797 802 807 754
Long‐term debt, net of current 383,417 383,075 382,302 381,307 Total financial liabilities 384,214 383,877 383,109 382,061 Net financial obligations (NFO) 340,790 340,015 339,329 338,276
Common Shareholders' Equity (CSE) 76,844 74,448 77,700 86,143
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Rural/Metro
Income Statement
As Reported (in thousands)
YTD 3 Months 3 Months 3 Months
9/30/14 9/30/14 6/30/14 3/31/14
Net revenue 466,501 150,045 159,130 157,326
Operating expenses:
Payroll and employee benefits 295,538 93,450 100,406 101,682
Depreciation and amortization 22,791 7,860 7,597 7,334
Other operating expenses 137,702 42,696 46,660 48,346
General/auto liability insurance 7,010 2,151 1,067 3,792
Loss on sale/disposal of assets 309 (82) 191 200
Total Operating Expenses 463,350 146,075 155,921 161,354
Operating Gain (Loss) 3,151 3,970 3,209 (4,028)
Interest expense (27,153) (9,172) (9,055) (8,926)
Interest income 62 20 30 12
Loss from continuing operations before taxes (23,940) (5,182) (5,816) (12,942)
Income tax benefit 15,206 8,143 2,533 4,530
Income (Loss) from continuing operations (8,734) 2,961 (3,283) (8,412)Loss from discontinued ops, net of taxes (565) (565) ‐ ‐
Net Income (Loss) (9,299) 2,396 (3,283) (8,412)
Other comprehensive loss ‐ ‐ 31 (31)
Comprehensive loss (9,299) 2,396 (3,252) (8,443)
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Rural/Metro
Income Statement
Reformulated (in thousands)
YTD 3 Months 3 Months 3 Months
Operating income (OI) 9/30/14 9/30/14 6/30/14 3/31/14
Operating revenue 466,501 150,045 159,130 157,326
Operating expenses
Payroll and employee benefits 295,538 93,450 100,406 101,682
Depreciation and amortization 22,791 7,860 7,597 7,334
Other operating expenses 137,702 42,696 46,660 48,346
General/auto liability insurance expense 7,010 2,151 1,067 3,792
Loss on sale/disposal of assets 309 (82) 191 200
Total operating expenses 463,350 146,075 155,921 161,354
Core operating income (before tax) 3,151 3,970 3,209 (4,028)
Tax on operating income
Tax benefit as reported 15,206 8,143 2,533 4,530
Tax benefit from net interest expense 9,482 3,203 3,159 3,120
Total tax benefit (expense) on operating income 5,724 4,940 (626) 1,410
Core operating income (after tax) 8,875 8,910 2,583 (2,618)
Other comprehensive loss ‐ ‐ 31 (31)
Operating income after tax (OI) 8,875 8,910 2,614 (2,649)
Financial expense (NFE)
Interest expense (27,153) (9,172) (9,055) (8,926)
Interest income 62 20 30 12
Net interest expense before tax (27,091) (9,152) (9,025) (8,914)
Tax benefit of debt (35.0%) 9,482 3,203 3,159 3,120
Net financial expense (17,609) (5,949) (5,866) (5,794)
Loss on discontinued operations, net of tax (565) (565) ‐ ‐
Comprehensive income (9,299) 2,396 (3,252) (8,443)
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APPENDIX E: RURAL/METRO’S FINANCIAL PROJECTIONS
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APPENDIX F: RURAL/METRO’S MONTHLY REPORTS FOR SANTA CLARA 911 OPERATIONS
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AMR 18A - 00055
660 S MILL AVENUE, SUITE 300
TEMPE
AZ 85281‐4011
Tel: (480) 965 5362
Fax: (480) 965 5458
www.seidmaninstitute.com
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