Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 2013
EMERGENCY MEDICAL SERVICES CORPORATION
(Exact name of each registrant as specified in its charter)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition.
See statement in Item 7.01 below.
Item 7.01 Regulation FD Disclosure.
In connection with (i) repricing the existing senior secured term loan facility (the Term Loan Facility) of Emergency Medical Services Corporation (the Registrant or EMSC), and (ii) raising $150 million of incremental term loan commitments in the Term Loan Facility, the following information was provided to lenders. Such information is contained in Exhibit 99.1 to this report and is incorporated herein by reference. EMSC is also considering a separate transaction following the repricing of its Term Loan Facility to increase commitments under its existing senior secured asset-based revolving credit facility by $100 million.
Included in this report are presentations of Expected Reported Adjusted EBITDA, which is defined as expected net income attributable to EMSC before equity in earnings of unconsolidated subsidiary, income tax expense, interest and other income (expense), loss on early debt extinguishment, realized gain (loss) on investments, interest expense, equity-based compensation, related party management fee, restructuring charges, depreciation and amortization expense and net income attributable to noncontrolling interest, and Pro Forma Expected Adjusted EBITDA, which is Expected Reported Adjusted EBITDA as further adjusted for the acquisitions specified herein. Expected Reported Adjusted EBITDA is a measure commonly used by management and investors as performance measures and liquidity indicators. Expected Reported Adjusted EBITDA and Pro Forma Expected Adjusted EBITDA are not considered measures of financial performance under U.S. generally accepted accounting principles (GAAP) and the items excluded therefrom are significant components in understanding and assessing EMSCs financial performance. Expected Reported Adjusted EBITDA and Pro Forma Expected Adjusted EBITDA should not be considered in isolation or as an alternative to such GAAP measures as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in EMSCs consolidated financial statements as an indicator of financial performance or liquidity. Since Expected Reported Adjusted EBITDA and Pro Forma Expected Adjusted EBITDA are not measures determined in accordance with GAAP and are susceptible to varying calculations, these measures, as presented, may not be comparable to other similarly titled measures of other companies.
Certain statements and information in this report may be deemed to be forward looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to EMSCs objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that EMSC intends, expects, projects, believes or anticipates will or may occur in the future, including Expected Reported Adjusted EBITDA, Pro Forma Expected Adjusted EBITDA, expected net income attributable to EMSC and expected net revenue. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors
that could cause actual results, developments and business decisions to differ materially from such forward-looking statements are described in Risk Factors in EMSCs filings with the SEC from time to time. Among the factors that could cause future results to differ materially from those provided herein are: the impact on EMSCs revenue of changes in transport volume, mix of insured and uninsured patients, and third party reimbursement rates and methods; the adequacy of EMSCs insurance coverage and insurance reserves; potential penalties or changes to EMSCs operations if EMSC fails to comply with extensive and complex government regulation of EMSCs industry; the impact of changes in the healthcare industry; EMSCs ability to recruit and retain qualified physicians and other healthcare professionals, and enforce EMSCs non-compete agreements with EMSCs physicians; EMSCs ability to generate cash flow to service EMSCs debt obligations; the cost of capital expenditures to maintain and upgrade EMSCs vehicle fleet and medical equipment; the loss of one or more members of EMSCs senior management team; the outcome of government investigations of certain of EMSCs business practices; EMSCs ability to successfully restructure EMSCs operations to comply with future changes in government regulation; the loss of existing contracts and the accuracy of EMSCs assessment of costs under new contracts; the high level of competition in EMSCs industry; EMSCs ability to maintain or implement complex information systems; EMSCs ability to implement EMSCs business strategy; EMSCs ability to successfully integrate strategic acquisitions; EMSCs ability to comply with the terms of EMSCs settlement agreements with the government; and risks related to other factors discussed in EMSCs Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.