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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark one)

 

x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2010

 

Or

 

o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                 to                

 

Commission file numbers:

001-32701

333-127115

 

 

EMERGENCY MEDICAL SERVICES CORPORATION

EMERGENCY MEDICAL SERVICES L.P.

(Exact name of Registrants as Specified in their Charters)

 

		20-3738384
Delaware		20-2076535
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification Numbers)
6200 S. Syracuse Way, Suite 200
Greenwood Village, CO		80111
(Address of principal executive offices)		(Zip Code)

 

Registrants’ telephone number, including area code: 303-495-1200

 

Former name, former address and former fiscal year, if changed since last report:

Not applicable

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   o  Yes   o  No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  o		Accelerated filer  x
Non-accelerated filer  o		Smaller reporting company  o
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange act).  Yes  o   No  x

 

Shares of class A common stock outstanding at July 30, 2010 — 30,265,888; shares of class B common stock outstanding at July 30, 2010 — 65,052; LP exchangeable units outstanding at July 30, 2010 — 13,724,676.

 

 

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EMERGENCY MEDICAL SERVICES CORPORATION

 

INDEX TO QUARTERLY REPORT

 

ON FORM 10-Q

 

FOR THE THREE AND SIX MONTHS ENDED

 

JUNE 30, 2010

 

Part 1. Financial Information		3
Item 1.	Financial Statements (Unaudited):	3
	Consolidated Statements of Operations and Comprehensive Income	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
Part II. Other Information		33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 6.	Exhibits	34
Signatures		35

 

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EMERGENCY MEDICAL SERVICES CORPORATION

PART I. FINANCIAL INFORMATION

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2010

 

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

 

Emergency Medical Services Corporation

Consolidated Statements of Operations and Comprehensive Income

(unaudited; in thousands, except share and per share data)

 

		Quarter ended June 30,						Six months ended June 30,
		2010			2009			2010			2009
Net revenue		$	708,804		$	637,291		$	1,388,158		$	1,250,313
Compensation and benefits		496,443			438,628			976,760			865,162
Operating expenses		90,586			82,173			177,115			166,845
Insurance expense		25,942			28,357			48,012			50,861
Selling, general and administrative expenses		18,298			16,279			35,156			31,315
Depreciation and amortization expense		15,692			16,157			31,872			32,925
Income from operations		61,843			55,697			119,243			103,205
Interest income from restricted assets		859			1,120			1,714			2,386
Interest expense		(5,060		)	(10,279		)	(13,326		)	(20,469		)
Realized gain on investments		57			847			149			1,486
Interest and other income		206			423			471			940
Loss on early debt extinguishment		(19,091		)	—			(19,091		)	—
Income before income taxes and equity in earnings of unconsolidated subsidiary		38,814			47,808			89,160			87,548
Income tax expense		(14,955		)	(18,885		)	(34,365		)	(34,611		)
Income before equity in earnings of unconsolidated subsidiary		23,859			28,923			54,795			52,937
Equity in earnings of unconsolidated subsidiary		105			96			199			153
Net income		23,964			29,019			54,994			53,090
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) during the period		1,101			(1,377		)	1,543			(2,534		)
Unrealized gains (losses) on derivative financial instruments		(563		)	916			(85		)	1,267
Comprehensive income		$	24,502		$	28,558		$	56,452		$	51,823
Basic earnings per common share		$	0.54		$	0.69		$	1.26		$	1.26
Diluted earnings per common share		$	0.54		$	0.67		$	1.23		$	1.23
Weighted average common shares outstanding, basic		44,011,821			42,354,667			43,792,979			42,140,632
Weighted average common shares outstanding, diluted		44,703,834			43,334,340			44,620,562			43,215,657

 

The accompanying notes are an integral part of these financial statements.

 

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Emergency Medical Services Corporation

Consolidated Balance Sheets

(in thousands, except share and per share data)

 

		June 30,			December 31,
		2010			2009
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	313,033		$	332,888
Insurance collateral		30,936			24,986
Trade and other accounts receivable, net		483,597			459,088
Parts and supplies inventory		22,392			22,270
Prepaids and other current assets		32,578			19,662
Current deferred tax assets		—			6,323
Total current assets		882,536			865,217
Non-current assets:
Property, plant and equipment, net		121,324			125,855
Intangible assets, net		144,567			102,654
Non-current deferred tax assets		5,827			13,468
Insurance collateral		144,740			143,886
Goodwill		386,500			381,951
Other long-term assets		19,301			21,676
Total assets		$	1,704,795		$	1,654,707
Liabilities and Equity
Current liabilities:
Accounts payable		$	66,832		$	70,759
Accrued liabilities		267,585			273,704
Current deferred tax liability		11,494			—
Current portion of long-term debt		11,848			4,676
Total current liabilities		357,759			349,139
Long-term debt		415,687			449,254
Insurance reserves and other long-term liabilities		166,574			170,227
Total liabilities		940,020			968,620
Equity:
Preferred stock ($0.01 par value; 20,000,000 shares authorized, 0 issued and outstanding)		—			—
Class A common stock ($0.01 par value; 100,000,000 shares authorized, 30,285,248 and 29,541,411 issued and outstanding in 2010 and 2009, respectively)		303			295
Class B common stock ($0.01 par value; 40,000,000 shares authorized, 65,052 issued and outstanding in 2010 and 2009)		1			1
Class B special voting stock ($0.01 par value; 1 share authorized, issued and outstanding in 2010 and 2009)		—			—
LP exchangeable units (13,724,676 units issued and outstanding in 2010 and 2009)		90,776			90,776
Additional paid-in capital		297,544			275,316
Retained earnings		374,036			319,042
Accumulated other comprehensive income		2,115			657
Total equity		764,775			686,087
Total liabilities and equity		$	1,704,795		$	1,654,707

 

The accompanying notes are an integral part of these financial statements.

 

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Emergency Medical Services Corporation

Consolidated Statements of Cash Flows

(unaudited; in thousands)

 

		Quarter ended June 30,						Six months ended June 30,
		2010			2009			2010			2009
Cash Flows from Operating Activities
Net income		$	23,964		$	29,019		$	54,994		$	53,090
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		16,321			16,661			33,008			33,741
Loss on disposal of property, plant and equipment		45			38			89			36
Equity-based compensation expense		1,441			1,104			2,545			1,754
Excess tax benefits from stock-based compensation		(2,917		)	—			(13,498		)	—
Loss on early debt extinguishment		19,091			—			19,091			—
Equity in earnings of unconsolidated subsidiary		(105		)	(96		)	(199		)	(153		)
Dividends received		—			—			403			713
Deferred income taxes		973			17,333			840			31,928
Changes in operating assets/liabilities, net of acquisitions:
Trade and other accounts receivable		(21,750		)	3,499			(19,559		)	874
Parts and supplies inventory		75			(87		)	(87		)	(107		)
Prepaids and other current assets		(8,828		)	12,530			(12,216		)	4,690
Accounts payable and accrued liabilities		7,093			20,120			13,099			11,620
Insurance accruals		4,754			(1,124		)	6,232			2,753
Net cash provided by operating activities		40,157			98,997			84,742			140,939
Cash Flows from Investing Activities
Purchases of property, plant and equipment		(8,652		)	(12,878		)	(15,168		)	(20,085		)
Proceeds from sale of property, plant and equipment		66			39			108			60
Acquisition of businesses, net of cash received		(47,675		)	(133		)	(50,975		)	(133		)
Net change in insurance collateral		(7,627		)	(15,243		)	(5,261		)	(1,933		)
Other investing activities		10,648			27			10,938			(643		)
Net cash used in investing activities		(53,240		)	(28,188		)	(60,358		)	(22,734		)
Cash Flows from Financing Activities
EMSC issuance of class A common stock		1,791			3,825			6,193			4,723
Repayments of capital lease obligations and other debt		(451,443		)	(1,453		)	(452,627		)	(2,612		)
Borrowings under credit facility		425,000			—			425,000			—
Debt issue costs		(11,749		)	—			(11,749		)	—
Payment for premiums for debt extinguishment		(14,513		)	—			(14,513		)	—
Excess tax benefits from stock-based compensation		2,917			—			13,498			—
Net change in bank overdrafts		(6,942		)	(190		)	(10,041		)	650
Net cash (used in) provided by financing activities		(54,939		)	2,182			(44,239		)	2,761
Change in cash and cash equivalents		(68,022		)	72,991			(19,855		)	120,966
Cash and cash equivalents, beginning of period		381,055			194,148			332,888			146,173
Cash and cash equivalents, end of period		$	313,033		$	267,139		$	313,033		$	267,139

 

The accompanying notes are an integral part of these financial statements.

 

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Emergency Medical Services Corporation

Notes to Unaudited Consolidated Financial Statements

(in thousands, except share and per share data)

 

1.               General

 

Basis of Presentation of Financial Statements

 

The accompanying interim consolidated financial statements for Emergency Medical Services Corporation (“EMSC” or the “Company”) have been prepared in accordance with U. S. generally accepted accounting principles (“GAAP”) for interim reporting, and accordingly, do not include all of the disclosures required for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. All such adjustments are of a normal, recurring nature. Operating results for the three and six month periods ended June 30, 2010 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2010. For further information, see the Company’s consolidated financial statements, including the accounting policies and notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

 

The consolidated financial statements of EMSC include those of its direct subsidiary, Emergency Medical Services L.P. (“EMS LP”), a Delaware limited partnership. The Company’s business is conducted primarily through two operating subsidiaries, American Medical Response, Inc. (“AMR”), its healthcare transportation services segment, and EmCare Holdings Inc. (“EmCare”), its facility-based physician services segment.

 

The Company is party to a management agreement with a wholly-owned subsidiary of Onex Corporation, the Company’s principal equityholder. In exchange for an annual management fee of $1.0 million, the Onex subsidiary provides the Company with corporate finance and strategic planning consulting services. For each of the three and six months ended June 30, 2010 and 2009, the Company expensed $250 and $500, respectively, in respect of this fee.

 

2.               Summary of Significant Accounting Policies

 

Consolidation

 

The consolidated financial statements include all wholly-owned subsidiaries of EMSC, including AMR and EmCare and their respective subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates under different assumptions or conditions.

 

Insurance

 

Insurance collateral is comprised principally of government and investment grade securities and cash deposits with third parties and supports the Company’s insurance program and reserves. Certain of these investments, if sold or otherwise liquidated, would have to be replaced by other suitable financial assurances and are, therefore, considered restricted.

 

Insurance reserves are established for automobile, workers compensation, general liability and professional liability claims utilizing policies with both fully-insured and self-insured components. This includes the use of an off-shore captive insurance program through a wholly-owned subsidiary for certain liability programs for both EmCare and AMR. In those instances where the Company has obtained third-party insurance coverage, the Company generally retains liability for the first $1 to $2 million of the loss. Insurance reserves cover known claims and incidents within the level of Company retention that may result in the assertion of additional claims, as well as

 

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claims from unknown incidents that may be asserted arising from activities through the balance sheet date.

 

The Company establishes reserves for claims based upon an assessment of actual claims and claims incurred but not reported. The reserves are established based on quarterly consultation with third-party independent actuaries using actuarial principles and assumptions that consider a number of factors, including historical claim payment patterns (including legal costs) and changes in case reserves and the assumed rate of inflation in healthcare costs and property damage repairs.

 

The Company’s most recent actuarial valuation was completed in June 2010. As a result of this and previous actuarial valuations, the Company recorded an increase of $1.5 million in its provision for insurance liabilities related to reserves for losses in prior years during the three months ended June 30, 2010.  A total decrease of $1.3 million was recorded during the six months ended June 30, 2010.  As a result of the actuarial valuation completed in June 2009, the Company recorded an increase in its provision for insurance liabilities of $4.4 million during the three months ended June 30, 2009 and $5.2 million during the six months ended June 30, 2009.

 

The long-term portion of insurance reserves was $156.1 million and $143.6 million as of June 30, 2010 and December 31, 2009, respectively.

 

Trade and Other Accounts Receivable, net

 

The Company estimates its allowances based on payor reimbursement schedules, historical collections and write-off experience and other economic data. The allowances for contractual discounts and uncompensated care are reviewed monthly. Account balances are charged off against the uncompensated care allowance when it is probable the receivable will not be recovered. Write-offs to the contractual allowance occur when payment is received. The allowance for uncompensated care is related principally to receivables recorded for self-pay patients.  The Company’s accounts receivable and allowances are as follows:

 

		June 30, 2010			December 31, 2009
Gross trade accounts receivable		$	2,050,884		$	1,955,152
Allowance for contractual discounts		1,058,380			1,001,285
Allowance for uncompensated care		590,954			572,015
Net trade accounts receivable		401,550			381,852
Other receivables, net		82,047			77,236
Net accounts receivable		$	483,597		$	459,088

 

Other receivables represent EmCare hospital subsidies and fees and AMR fees for stand-by and special events and subsidies from community organizations.

 

AMR contractual allowances are determined primarily on payor reimbursement schedules that are included and regularly updated in the billing systems, and by historical collection experience.  The billing systems calculate the difference between payor specific gross billings and contractually agreed to, or governmentally driven, reimbursement rates.  The allowance for uncompensated care at AMR is related principally to receivables recorded for self-pay patients.  AMR’s allowances on self-pay accounts receivable are estimated on claim level, historical write-off experience.

 

Accounts receivable allowances at EmCare are estimated based on cash collection and write-off experience at a facility level contract and facility specific payor mix.  These allowances are reviewed and adjusted monthly through revenue provisions.  In addition, a look-back analysis is done, typically after 15 months, to compare actual cash collected on a date of service basis to the revenue recorded for that period.  Any adjustment necessary for an overage or deficit in these allowances based on actual collections is recorded through a revenue adjustment in the current period.

 

Revenue Recognition

 

Revenue is recognized at the time of service and is recorded net of provisions for contractual discounts and estimated uncompensated care. Provisions for estimated contractual discounts are related principally to differences between gross charges and specific payor, including governmental, reimbursement schedules. Provisions for estimated uncompensated care are related principally to the number of self-pay patients treated in the period. Provisions for contractual discounts and estimated uncompensated care as a

 

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percentage of gross revenue and as a percentage of gross revenue less provision for contractual discounts are as follows:

 

		Quarter ended June 30,				Six months ended June 30,
		2010		2009		2010		2009
Gross revenue		100.0	%	100.0	%	100.0	%	100.0	%
Provision for contractual discounts		53.1	%	49.4	%	52.6	%	48.7	%
Revenue net of contractual discounts		46.9	%	50.6	%	47.4	%	51.3	%
Provision for uncompensated care as a percentage of gross revenue		18.3	%	20.4	%	18.5	%	20.0	%
Provision for uncompensated care as a percentage of gross revenue less contractual discounts		39.0	%	40.2	%	39.1	%	39.0	%

 

Healthcare reimbursement is complex and may involve lengthy delays. Third-party payors are continuing their efforts to control expenditures for healthcare, including proposals to revise reimbursement policies. The Company has from time to time experienced delays in reimbursement from third-party payors. In addition, third-party payors may disallow, in whole or in part, claims for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, determinations of medical necessity, or the need for additional information. Laws and regulations governing the Medicare and Medicaid programs are very complex and subject to interpretation. Revenue is recognized on an estimated basis in the period which related services are rendered.  As a result, there is a reasonable possibility that recorded estimates will change materially in the short-term. Such amounts, including adjustments between provisions for contractual discounts and uncompensated care, are adjusted in future periods, as adjustments become known.  These adjustments were less than 1% of net revenue for the three and six month periods ending June 30, 2010 and 2009.

 

The Company also provides services to patients who have no insurance or other third-party payor coverage. In certain circumstances, federal law requires providers to render services to any patient who requires emergency care regardless of their ability to pay.

 

Equity Structure

 

On December 21, 2005, the Company effected a reorganization and issued 8.1 million shares of class A common stock in an initial public offering. Pursuant to the reorganization, EMS LP, the former top-tier holding company of AMR and EmCare, became the consolidated subsidiary of EMSC, a newly formed corporation. To effect the reorganization, the holders of the capital stock of the sole general partner of EMS LP contributed that capital stock to the Company in exchange for class B common stock; the general partner was merged into the Company and the Company became the sole general partner of EMS LP. Concurrently, the holders of class B units of EMS LP contributed their units to the Company in exchange for shares of the Company’s class A common stock, and the holders of certain class A units of EMS LP contributed their units to the Company in exchange for shares of the Company’s class B common stock.

 

As of June 30, 2010, the Company holds 68.9% of the equity interests in EMS LP. LP exchangeable units, held by persons affiliated with the Company’s principal equity holder, represent the balance of the EMS LP equity. The LP exchangeable units are exchangeable at any time, at the option of the holder, for shares of the Company’s class B common stock on a one-for-one basis. The holders of the LP exchangeable units have the right to vote, through the trustee holder of the Company’s class B special voting stock, at all stockholder meetings at which holders of the Company’s class B common stock or class B special voting stock are entitled to vote.

 

In the EMS LP partnership agreement, the Company has agreed to maintain the economic equivalency of the LP exchangeable units and the class B common stock, and the holders of the LP exchangeable units have no general voting rights. The LP exchangeable units, when considered with the class B special voting stock, have the same rights, privileges and characteristics of the Company’s class B common stock. The LP exchangeable units are intended to be economically equivalent to the class B common stock of the Company in that the LP exchangeable units carry the right to vote (by virtue of the class B special voting stock) with the holders of class B common stock as if one class, and entitle holders to receive distributions only if the equivalent dividends are declared on the Company’s class B common stock. Accordingly, the Company accounts for the LP exchangeable units as if the LP

 

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exchangeable units were shares of its common stock, including reporting the LP exchangeable units in the equity section of the Company’s balance sheet and including the number of outstanding LP exchangeable units in both its basic and diluted earnings per share calculations.

 

Fair Value Measurement

 

The Company classifies its financial instruments that are reported at fair value based on a hierarchal framework which ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of instrument and the characteristics specific to the instrument.  Instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

 

Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories:

 

Level 1 — Quoted prices are available in active markets for identical assets or liabilities as of the reporting date.  The Company does not adjust the quoted price for these assets or liabilities.

 

Level 2 — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.

 

Level 3 — Pricing inputs are unobservable as of the reporting date and reflect the Company’s own assumptions about the fair value of the asset or liability.

 

The following table summarizes the valuation of EMSC’s financial instruments as of June 30, 2010 by the above fair value hierarchy levels:

 

Description		Total			Level 1			Level 2			Level 3
Assets:
Securities		$	81,753		$	67,827		$	13,926		$	—
Derivatives		$	35		$	—		$	35		$	—

 

3.               Acquisitions

 

During the three months ended March 31, 2010, the Company made a purchase price allocation adjustment related to the acquisition of the management services entity of Pinnacle Anesthesia Consultants, P.A. and Pinnacle Consultants Mid-Atlantic, L.L.C. (together, the Pinnacle Acquisition”) which closed in December 2009.  Based on an independent valuation analysis performed, $31.1 million was reclassified from goodwill to intangible assets, and, as a result, an adjustment was also made to amortization expense.

 

On May 28, 2010, the Company completed the acquisition of V.I.P. Professional Services, Inc., the parent of Gold Coast Ambulance Service, which provides emergency and non-emergency ambulance services in southwest Ventura County, California.  On June 4, 2010, an affiliate of the Company completed the acquisition of professional entities which provide anesthesiology services for Clinical Partners Management Company, an existing subsidiary of the Company.  On June 30, 2010, the Company completed its acquisition of Affilion, Inc., which provides emergency department physician staffing and related management services to hospitals in Arizona, New Mexico and Texas.  Also on June 30, 2010, an affiliate of the Company completed its acquisition of Fredericksburg Anesthesia Consultants, PLLC, a provider of anesthesia services to facilities in south Texas.  The total cost of these and other smaller acquisitions was $51.0 million and the Company has recorded $35.0 million of goodwill, which amount is subject to adjustment based upon completion of purchase price allocations.

 

4.               Accrued Liabilities

 

Accrued liabilities were as follows at June 30, 2010 and December 31, 2009:

 

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		June 30, 2010			December 31, 2009
Accrued wages and benefits		$	114,760		$	92,721
Accrued paid time-off		27,321			24,290
Current portion of self-insurance reserves		56,542			62,832
Accrued restructuring		171			181
Current portion of compliance and legal		5,758			2,814
Accrued billing and collection fees		4,168			4,093
Accrued profit sharing		18,093			34,000
Accrued interest		1,090			9,773
Accrued income taxes payable		—			5,454
Other		39,682			37,546
Total accrued liabilities		$	267,585		$	273,704

 

5.               Long-Term Debt

 

On April 8, 2010, the Company completed the financing of new senior secured credit facilities consisting of a $425 million term loan and a $150 million revolving credit facility.  The term loan bears interest at LIBOR, plus a margin of 3.00%, and requires quarterly principal repayments until maturity in 2015.  The revolving facility bears interest at LIBOR, plus a margin of 3.00%, and is repayable at maturity in 2015. The senior secured credit facilities can be expanded and the interest rate margins stepped down to 2.75% upon achieving certain leverage ratios.  Substantially all of EMS LP’s domestic assets are pledged as collateral under the new senior secured credit facilities.  The revolving facility is also subject to an annual commitment fee of 0.5% on unutilized commitments.

 

In conjunction with completing the financing under the new credit facilities, the Company repaid the balance outstanding on the previous senior secured term loan and redeemed the Company’s 10% senior subordinated notes.  During the three months ended June 30, 2010, the Company recorded a loss on early debt extinguishment of $19.1 million which included certain unamortized debt issuance costs as well as costs associated with the redemption of the senior subordinated notes.

 

Long-term debt consisted of the following at June 30, 2010 and December 31, 2009:

 

		June 30, 2010			December 31, 2009
Senior subordinated notes		$	—		$	250,000
Senior secured term loan due 2015 (3.35% at June 30, 2010)		425,000			199,765
Notes due at various dates from 2010 to 2022 with interest rates from 6% to 10%		1,696			1,249
Capital lease obligations due at various dates from 2010 to 2018 (see note 7)		839			2,916
		427,535			453,930
Less current portion		(11,848		)	(4,676		)
Total long-term debt		$	415,687		$	449,254

 

6.               Derivative Instruments and Hedging Activities

 

The Company manages its exposure to changes in market interest rates and fuel prices and from time to time uses highly effective derivative instruments to manage well-defined risk exposures.  The Company monitors its positions and the credit ratings of its counterparties and does not anticipate non-performance by the counterparties.  The Company does not use derivative instruments for speculative purposes.

 

At June 30, 2010, the Company was party to a series of fuel hedge transactions with a major financial institution under one master agreement. Each of the transactions effectively fixes the cost of diesel fuel at prices ranging from $2.96 to $3.29 per gallon. The Company purchases the diesel fuel at the market rate and periodically settles with its counterparty for the difference between the national average price for the period published by the Department of Energy and the agreed upon fixed price. The transactions fix the price for a total of 6.8 million gallons, which

 

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represent approximately 32% of the Company’s total estimated usage over the hedge period, and are spread over periods from July 2010 through June 2012.  As of June 30, 2010, the Company recorded, as a component of other comprehensive income before applicable tax impacts, an asset associated with the fair value of the fuel hedge of less than $0.1 million, compared to $0.2 million as of December 31, 2009. The net additional payments made or received under these hedge agreements did not have a material impact on operating expenses during the six months ended June 30, 2010.

 

7.               Commitments and Contingencies

 

Lease Commitments

 

The Company leases various facilities and equipment under operating lease agreements.

 

The Company also leases certain leasehold improvements under capital leases.  Assets under capital leases are capitalized using inherent interest rates at the inception of each lease. Capital leases are collateralized by the underlying assets.

 

Forward Purchase Commitment

 

Beginning in March 2009, AMR entered into a series of forward purchase contracts which fixed the price for a portion of its total monthly diesel fuel usage from April 1, 2009 through June 30, 2010. Based on the terms of the contracts, the Company has concluded they do not quality as derivatives. There was no material impact to operating expenses related to these contracts during the three or six month periods ended June 30, 2010.

 

Services

 

The Company is subject to the Medicare and Medicaid fraud and abuse laws which prohibit, among other things, any false claims, or any bribe, kickback or rebate in return for the referral of Medicare and Medicaid patients. Violation of these prohibitions may result in civil and criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Management has implemented policies and procedures that management believes will assure that the Company is in substantial compliance with these laws and regulations but there can be no assurance the Company will not be found to have violated certain of these laws and regulations. From time to time, the Company receives requests for information from government agencies pursuant to their regulatory or investigational authority. Such requests can include subpoenas or demand letters for documents to assist the government in audits or investigations. The Company is cooperating with the government agencies conducting these investigations and is providing requested information to the government agencies. Other than the proceedings described below, management believes that the outcome of any of these investigations would not have a material adverse effect on the Company.

 

Other Legal Matters

 

On December 13, 2005, a lawsuit purporting to be a class action was commenced against AMR in Spokane, Washington in Washington State Court, Spokane County.  The complaint alleges that AMR billed patients and third party payors for transports it conducted between 1998 and 2005 at higher rates than contractually permitted.  The court has certified a class in this case which is comprised of approximately 15,000 Spokane County residents.  At this time, AMR does not believe that any incorrect billings are material in amount.

 

In December 2006, AMR received a subpoena from the Department of Justice (“DOJ”).  The subpoena requested copies of documents for the period from January 2000 through the present.  The subpoena required AMR to produce a broad range of documents relating to the operations of certain AMR affiliates in New York.  The Company produced documents responsive to the subpoena.  The government has identified claims for reimbursement that the government believes lack support for the level billed, and invited the Company to respond to the identified areas of concern.  The Company reviewed the information provided by the government, provided its response, and is currently in discussions with the DOJ and the Office of the Inspector General of Health and Human Services regarding resolution of this matter.  During the three months ended June 30, 2010, the Company recorded a $3.1 million reserve for its estimate of likely exposure in this matter.

 

Four different lawsuits purporting to be class actions have been filed against AMR and certain subsidiaries in California alleging violations of California wage and hour laws.  On April 16, 2008, Lori Bartoni commenced a suit in the Superior Court for the State of California, County of Alameda; on July 8, 2008, Vaughn Banta filed suit in the Superior Court of the State of California, County of Los Angeles; on January 22, 2009, Laura Karapetian filed suit in the Superior Court of the State of California, County of Los Angeles; and on March 11, 2010, Melanie Aguilar filed suit in the Superior Court of the State of California County of Los Angeles.  The Banta and Karapetian cases have been

 

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coordinated with the Bartoni case in the Superior Court for the State of California, County of Alameda.  At the present time, the courts have not certified classes in any of these cases.  Plaintiffs allege principally that the AMR entities failed to pay daily overtime charges pursuant to California law, and failed to provide required meal breaks or pay premium compensation for missed meal breaks.  Plaintiffs are seeking to certify the classes and are seeking lost wages, punitive damages, attorneys’ fees and other sanctions permitted under California law for violations of wage hour laws.  The Company is unable at this time to estimate the amount of potential damages, if any.

 

The Company is involved in other litigation arising in the ordinary course of business.  Management believes the outcome of these legal proceedings will not have a material adverse impact on its financial condition, results of operations or liquidity.

 

8.               Equity Based Compensation

 

The Company’s stock options are valued using the Black-Scholes valuation method on the date of grant.  Equity based compensation has been issued under the plans described below.

 

Equity Option Plan

 

Under the Company’s Equity Option Plan, key employees were granted options that permit the individuals to purchase class A common shares and vest ratably generally over a period of four years. In addition, certain performance measures must be met for 50% of the options to become exercisable; these performance measures were satisfied during 2009 with respect to the options granted under the Equity Option Plan.  As the vesting period for these options was completed prior to 2010, the Company did not record a compensation charge during each of the three and six months ended June 30, 2010 as well as during the three months ended June 30, 2009.  A compensation charge of $97 was recorded for the six months ended June 30, 2009.  Options are no longer granted under the Equity Option Plan, but rather under the Company’s Second Amended and Restated Long-Term Incentive Plan described below.

 

Long-Term Incentive Plan

 

The Company’s original 2007 Long-Term Incentive Plan was approved by stockholders in May 2007, amended and restated in May 2008, and a Second Amended and Restated Long-Term Incentive Plan (the “Plan”) was approved by stockholders in May 2010.  The Plan provides for the grant of long-term incentives, including various equity-based incentives, to those persons with responsibility for the success and growth of the Company and its subsidiaries.  Options granted under the Plan vest and become exercisable ratably over a period of four years from the date of grant and have a maximum term of ten years.  In addition, for options granted under the Plan prior to January 1, 2009, certain performance measures were required to be met for 50% of these options to become exercisable; these performance measures were satisfied during the first quarter of 2010.

 

The Company granted options and restricted stock to key employees during the three months ended June 30, 2010 under the Plan.  The options permit employees to purchase a total of 166,500 shares of class A common stock at a weighted average exercise price of $56.34 per share, vest ratably over a period of four to five years, and have a maximum term of ten years.  The Company also granted 166,500 shares of restricted stock pursuant to the Plan, which vest ratably over a period of three years.

 

The Company recorded a compensation charge of $1,297 and $979 during the three months ended June 30, 2010 and 2009, respectively, and $2,276 and $1,407 during the six months ended June 30, 2010 and 2009, respectively, in connection with the Plan.

 

Non-Employee Director Compensation Plan

 

The Non-Employee Director Compensation Plan, approved in May 2007, is available to non-employee directors of the Company, other than the Chair of the Compliance Committee.  Under this plan, eligible directors are granted Restricted Stock Units (“RSUs”) following each annual stockholder meeting with each RSU representing one share of the Company’s class A common stock.  As of May 2010, eligible directors now receive a grant of RSUs having a fair market value of $133 on the date of grant based on the closing price of the Company’s class A common stock on the business day immediately preceding the grant date.  The Non-Employee Director

 

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Compensation Plan allows directors to defer income from the grant of RSUs, which vest immediately prior to the election of directors at the next annual stockholder meeting.  In connection with this plan, the Company granted 2,324 RSUs per director in 2010 and 3,018 RSUs per director in 2009.  The Company expensed $144 and $125 during the three month periods ended June 30, 2010 and 2009, respectively, and $269 and $250 during the six month periods ended June 30, 2010 and 2009, respectively.

 

Stock Purchase Plan/Employee Stock Purchase Plan

 

During the second quarter of 2010, the Company commenced an offering of its class A common stock to eligible employees and independent contractors associated with the Company and its subsidiaries pursuant to a Stock Purchase Plan and the Company’s Employee Stock Purchase Plan (together, the “SPPs”).  The purchases of stock under the SPPs will occur in October 2010 at a 5% discount to the closing price of the Company’s class A common stock on October 15, 2010, and as such no compensation charge has been recorded for the SPPs in the second quarter of 2010.

 

9.               Segment Information

 

The Company is organized around two separately managed business units: healthcare transportation services and facility-based physician services, which have been identified as operating segments. The healthcare transportation services reportable segment focuses on providing a full range of medical transportation services from basic patient transit to the most advanced emergency care and pre-hospital assistance. The facility-based physician services reportable segment provides physician services to hospitals primarily for emergency departments and urgent care centers, as well as for hospitalist/inpatient, radiology, teleradiology and anesthesiology services.  The Chief Executive Officer has been identified as the chief operating decision maker (“CODM”) as he assesses the performance of the business units and decides how to allocate resources to the business units.

 

Net income before equity in earnings of unconsolidated subsidiary, income tax expense, interest and other income, realized gain on investments, loss on early debt extinguishment, interest expense and depreciation and amortization (“Adjusted EBITDA”) is the measure of profit and loss that the CODM uses to assess performance, measure liquidity and make decisions. The accounting policies for reported segments are the same as for the Company as a whole.

 

		Quarter ended June 30,						Six months ended June 30,
		2010			2009			2010			2009
Healthcare Transportation Services
Net Revenue		$	344,159		$	335,504		$	681,121		$	671,950
Segment Adjusted EBITDA		31,760			32,425			64,162			66,313
Facility-Based Physician Services
Net Revenue		$	364,645		301,787			$	707,037		578,363
Segment Adjusted EBITDA		46,634			40,549			88,667			72,203
Total
Total Net Revenue		$	708,804		637,291			$	1,388,158		1,250,313
Total Adjusted EBITDA		78,394			72,974			152,829			138,516
Reconciliation of Adjusted EBITDA to Net Income
Adjusted EBITDA		$	78,394		$	72,974		$	152,829		$	138,516
Depreciation and amortization expense		(15,692		)	(16,157		)	(31,872		)	(32,925		)
Interest expense		(5,060		)	(10,279		)	(13,326		)	(20,469		)
Realized gain on investments		57			847			149			1,486
Interest and other income		206			423			471			940
Loss on early debt extinguishment		(19,091		)	—			(19,091		)	—
Income tax expense		(14,955		)	(18,885		)	(34,365		)	(34,611		)
Equity in earnings of unconsolidated subsidiary		105			96			199			153
Net income		$	23,964		$	29,019		$	54,994		$	53,090

 

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A reconciliation of Adjusted EBITDA to cash flows provided by operating activities is as follows:

 

		For the quarter ended June 30,						For the six months ended June 30,
		2010			2009			2010			2009
Adjusted EBITDA		$	78,394		$	72,974		$	152,829		$	138,516
Interest paid		(4,431		)	(9,774		)	(12,190		)	(19,651		)
Change in accounts receivable		(21,750		)	3,499			(19,559		)	874
Change in other operating assets/liabilities		3,094			31,439			7,028			18,956
Equity based compensation		1,441			1,104			2,545			1,754
Excess tax benefits from stock-based compensation		(2,917		)	—			(13,498		)	—
Income tax expense, net of change in deferred taxes		(13,982		)	(1,552		)	(33,525		)	(2,683		)
Other		308			1,307			1,112			3,173
Cash flows provided by operating activities		$	40,157		$	98,997		$	84,742		$	140,939

 

10.        Guarantors of Debt

 

EMS LP’s wholly-owned subsidiaries, AMR HoldCo, Inc. and EmCare HoldCo, Inc., are the borrowers under the senior secured credit facility, which includes a full, unconditional and joint and several guarantee by EMSC, EMS LP and EMSC’s domestic subsidiaries. The senior secured credit facility does not include a guarantee by the Company’s captive insurance subsidiary and only limited guarantees from any future non-domestic subsidiaries. All of the operating income and cash flow of EMSC, EMS LP, AMR HoldCo, Inc. and EmCare HoldCo, Inc. is generated by AMR, EmCare and their subsidiaries. As a result, funds necessary to meet the debt service obligations under the senior secured credit facility are provided by the distributions or advances from the subsidiary companies, AMR and EmCare. Investments in subsidiary operating companies are accounted for on the equity method. Accordingly, entries necessary to consolidate EMSC, EMS LP, AMR HoldCo, Inc., EmCare HoldCo, Inc. and all of their subsidiaries are reflected in the Eliminations/Adjustments column. Separate complete financial statements of the borrowers, EMS LP and subsidiary guarantors would not provide additional material information that would be useful in assessing the financial composition of the borrowers, EMS LP or the subsidiary guarantors. The condensed consolidating financial statements for EMSC,EMS LP, the borrowers, the guarantors and the non-guarantor are as follows:

 

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Consolidating Statement of Operations

For the quarter ended June 30, 2010

 

								Issuer			Issuer
								AMR			EmCare			Subsidiary			Subsidiary			Eliminations/
		EMSC			EMS LP			HoldCo, Inc.			HoldCo, Inc.			Guarantors			Non-Guarantor			Adjustments			Total
Net revenue		$	—		$	—		$	—		$	—		$	708,804		$	18,863		$	(18,863	)	$	708,804
Compensation and benefits		—			—			—			—			496,443			—			—			496,443
Operating expenses		—			—			—			—			90,586			—			—			90,586
Insurance expense		—			—			—			—			25,370			19,435			(18,863		)	25,942
Selling, general and administrative expenses		—			—			—			—			18,298			—			—			18,298
Depreciation and amortization expense		—			—			—			—			15,692			—			—			15,692
Income (loss) from operations		—			—			—			—			62,415			(572		)	—			61,843
Interest income from restricted assets		—			—			—			—			344			515			—			859
Interest expense		—			—			—			—			(5,060		)	—			—			(5,060		)
Realized gain on investments		—			—			—			—			—			57			—			57
Interest and other income		—			—			—			—			206			—			—			206
Loss on early debt extinguishment		—			—			—			—			(19,091		)	—			—			(19,091		)
Income before income taxes		—			—			—			—			38,814			—			—			38,814
Income tax expense		—			—			—			—			(14,955		)	—			—			(14,955		)
Income before equity in earnings of unconsolidated subsidiaries		—			—			—			—			23,859			—			—			23,859
Equity in earnings of unconsolidated subsidiaries		23,964			23,964			3,235			20,729			105			—			(71,892		)	105
Net income		$	23,964		$	23,964		$	3,235		$	20,729		$	23,964		$	—		$	(71,892	)	$	23,964

 

Consolidating Statement of Operations

For the quarter ended June 30, 2009

 

								Issuer			Issuer
								AMR			EmCare			Subsidiary			Subsidiary			Eliminations/
		EMSC			EMS LP			HoldCo, Inc.			HoldCo, Inc.			Guarantors			Non-Guarantor			Adjustments			Total
Net revenue		$	—		$	—		$	—		$	—		$	637,291		$	7,147		$	(7,147	)	$	637,291
Compensation and benefits		—			—			—			—			438,628			—			—			438,628
Operating expenses		—			—			—			—			82,173			—			—			82,173
Insurance expense		—			—			—			—			26,825			8,679			(7,147		)	28,357
Selling, general and administrative expenses		—			—			—			—			16,279			—			—			16,279
Depreciation and amortization expense		—			—			—			—			16,157			—			—			16,157
Income (loss) from operations		—			—			—			—			57,229			(1,532		)	—			55,697
Interest income from restricted assets		—			—			—			—			435			685			—			1,120
Interest expense		—			—			—			—			(10,279		)	—			—			(10,279		)
Realized gain on investments		—			—			—			—			—			847			—			847
Interest and other income		—			—			—			—			423			—			—			423
Income before income taxes		—			—			—			—			47,808			—			—			47,808
Income tax expense		—			—			—			—			(18,885		)	—			—			(18,885		)
Income before equity in earnings of unconsolidated subsidiaries		—			—			—			—			28,923			—			—			28,923
Equity in earnings of unconsolidated subsidiaries		29,019			29,019			8,591			20,428			96			—			(87,057		)	96
Net income		$	29,019		$	29,019		$	8,591		$	20,428		$	29,019		$	—		$	(87,057	)	$	29,019

 

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