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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended June 30, 2003



Commission file number 0-22056



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Rural/Metro Corporation

(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 86-0746929                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



8401 East Indian
School Road, Scottsdale, Arizona 85251

(Address of principal executive offices) (Zip Code)



Registrants telephone number, including area code: (480) 606-3886



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Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock, par value $.01 per share

Preferred Stock Purchase Rights

(Title of Class)



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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 ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x



Indicate by check mark whether
registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes ̈No  x



As of December 31, 2002, the aggregate market value of the voting common stock held by non-affiliates of the registrant, computed by reference to the closing sales price of such stock as of such date on the Nasdaq
SmallCap Market, was $33,247,400. Shares of Common Stock held by each officer and director and by each person who owned 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily conclusive.



As of October 3, 2003, there were 16,500,090 shares of the registrants Common Stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the registrants Proxy Statement for the 2003 Annual Meeting of Stockholders are incorporated by reference into Part III of this
report.



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TABLE OF CONTENTS



|FORWARD LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT RESULTS |  | 1                                                                                             
|-------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------
|                                                               |  |                                                                                               
|PART I                                                         |  |                                                                                               
|ITEM 1.                                                        |  | BUSINESS                                                                                      
|ITEM 2.                                                        |  | PROPERTIES                                                                                    
|ITEM 3.                                                        |  | LEGAL PROCEEDINGS                                                                             
|ITEM 4.                                                        |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                           
|                                                               |  |                                                                                               
|PART II                                                        |  |                                                                                               
|ITEM 5.                                                        |  | MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                     
|ITEM 6.                                                        |  | SELECTED CONSOLIDATED FINANCIAL DATA                                                          
|ITEM 7.                                                        |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS         
|ITEM 7A.                                                       |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                    
|ITEM 8.                                                        |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                   
|ITEM 9.                                                        |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE          
|ITEM 9A.                                                       |  | CONTROLS AND PROCEDURES                                                                       
|                                                               |  |                                                                                               
|PART III                                                       |  |                                                                                               
|ITEM 10.                                                       |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                            
|ITEM 11.                                                       |  | EXECUTIVE COMPENSATION                                                                        
|ITEM 12.                                                       |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|ITEM 13.                                                       |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                
|ITEM 14.                                                       |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                        
|                                                               |  |                                                                                               
|PART IV                                                        |  |                                                                                               
|ITEM 15.                                                       |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                               
|                                                               | 
|SIGNATURES                                                     |  | 117                                                                                           



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FORWARD LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT RESULTS



Forward Looking Statements. Statements in this Report that are not historical facts are hereby identified as forward looking statements as that term is used under the securities laws. We caution
readers that such forward looking statements, including those relating to our future business prospects, working capital, accounts receivable collection, liquidity, cash flow, insurance coverage and claims reserves, capital needs,
operational results and compliance with debt facilities, wherever they appear in this Report or in other statements attributable to us, are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and
uncertainties that could cause actual results to differ materially from those suggested by the forward looking statements. You should consider such forward looking statements in light of various important factors, including
those set forth below and others set forth from time to time in our reports and registration statements filed with the Securities and Exchange Commission.



These forward looking statements are found throughout this Report. Additionally, the discussions herein under the captions Business
 Introduction, Business  Market Reform and Changing Reimbursement Regulations, Business  Other Governmental Regulation, Business  Management Information Systems, Business 
Billings and Collections, Legal Proceedings, and Managements Discussion and Analysis of Financial Condition and Results of Operations are susceptible to the risks and uncertainties discussed under the caption
Managements Discussion and Analysis Of Financial Condition And Results Of Operations  Risk Factors. Moreover, we may from time to time make forward looking statements about matters described herein or other
matters concerning us. We disclaim any intent or obligation to update forward looking statements.



All references to we, our, us, or Rural/Metro refer to Rural/Metro Corporation, and its predecessors,
direct and indirect subsidiaries, and affiliates. Rural/Metro Corporation, a Delaware corporation, is strictly a holding company. All services, operations and management functions are provided through its subsidiaries and affiliated entities. The
website for Rural/Metro Corporation is located at www.ruralmetro.com.



For a discussion of certain risks associated with our business, see Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Report and, specifically, Risk Factors
included in such Item 7.



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PART I



Restatement of Consolidated Financial Statements



We identified certain accounting matters relating to our consolidated financial statements for years prior to 2003 that required restatement. The matters
subject to the restatement, which are summarized below and discussed in Note 2 to the consolidated financial statements, increased our accumulated deficit by $59.3 million at June 30, 2000 after consideration of the related income tax effects. The
restatement adjustments were necessary to (i) adjust the provisions for discounts applicable to Medicare, Medicaid and other third-party payers and for doubtful accounts recognized in prior years and to reduce our accounts receivable balance through
March 31, 2003, and (ii) to defer enrollment fees charged to new subscribers under our fire protection service contracts and to recognize such fees over the estimated customer relationship period.



During the fourth quarter of fiscal 2003, we adopted Financial Accounting
Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (FIN 46). FIN 46 requires that variable interest entities or VIEs be consolidated by the primary beneficiary, as that
term is defined in FIN 46. We determined that our investment in San Diego Medical Services Enterprise, LLC (SDMSE), the entity formed with respect to our public/private alliance with the City of San Diego, meets the definition of a VIE and that we
are the primary beneficiary. Accordingly, our investment in SDMSE should be consolidated under FIN 46. We had previously accounted for our investment in SDMSE using the equity method. While consolidation of SDMSE did not impact our previously
reported net income (loss) or stockholders deficit, our consolidated financial statements of prior periods have been restated for comparative purposes as allowed by FIN 46.



ITEM 1.Business



Introduction



Founded in 1948, we are a
leading provider of medical transportation and related services, which include emergency and non-emergency ambulance and alternative transportation services to municipal, residential, commercial, and industrial customers. We also provide fire
protection services and other safety and health care related services, which include dispatch, fleet services, and home health services. We believe we are the only multi-state provider of both ambulance and fire protection services in the United
States and that we rank among the largest private-sector providers of ambulance and fire protection services in the world.



We currently serve approximately 400 communities in 24 states. Revenues for these services are primarily derived from fees charged for medical
transportation and fire protection services. Our domestic operations generated net revenues of approximately $520.5 million, $489.0 million, and $479.4 million in fiscal years 2003, 2002 and 2001, respectively, and our Latin American operations
generated revenues of approximately $2.4 million, $25.4 million and $43.1 million for the same respective periods. As discussed in Business  Urgent Home Medical Care, below as well as in Note 4 to the Consolidated Financial
Statements, we disposed of our Latin American operations effective September 27, 2002.



We provide medical transportation services under contracts with governmental entities, hospitals, health care facilities and other health care organizations. We primarily derive our revenue under these contracts
through reimbursements under private insurance programs and government programs such as Medicare and Medicaid and reimbursement from a variety of governmental entities, as well as through fees paid directly by the patients utilizing our services.
Fire protection services are provided under contracts with municipalities, fire districts or other agencies or on a subscription fee basis to individual homeowners or commercial property owners. Medical transportation and related services and fire
protection services accounted for approximately 85% and 13%, respectively, of our net revenue for the fiscal years ended June 30, 2003 and 2002.



We grew significantly from the late 1970s through the late 1990s through internal growth and acquisitions. This growth, consisting mainly of mergers and
acquisitions in the 1990s as part of a consolidation of the domestic ambulance industry, provided us with significant market presence throughout the United States and parts of Latin



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America. To manage this growth, we invested in the development of management and operating systems in order to achieve productivity gains. While we believe
that our prior growth strategy has created a strong platform of core businesses, commencing in fiscal year 2000, we focused on strengthening those core businesses and improving economies of scale. This focus included: (i) sustaining and enhancing
positive cash performance, (ii) improving the quality and collectibility of medical transportation service revenue, (iii) reducing bad debt expense, and (iv) growth through same-service area expansion and targeted new opportunities. Our current
business strategy includes continued emphasis on these focal points and on delivering high-quality, efficient and effective services to our customers and patients.



Industry Overview



Medical Transportation Business



Based on generally available industry data, it is estimated that annual expenditures for ambulance services in the United States are between $7 billion
and $10 billion. The medical transportation industry in the United States is segmented into two market types: emergency and non-emergency services. Public-sector entities, private companies, hospitals, and volunteer organizations provide ambulance
services. Public-sector entities often serve as the first responder to requests for such emergency ambulance services and often provide emergency medical transportation. When public sector entities serve as first responder, private sector companies
often serve as the second responder and support the first responder as needed. Private sector entities provide the majority of non-emergency ambulance services. It is estimated that the ambulance service industry includes approximately 12,000
service providers including approximately 1,500 private providers, 1,200 hospital-owned providers, 2,600 non-profit entities, 2,700 government-owned providers, and 4,000 providers operated by fire departments. Most commercial providers are small
companies serving one or a limited number of markets. Several multi-state providers, including us, have emerged through the acquisition and consolidation of smaller ambulance service providers in recent years.



Fire Protection Business



Municipal fire departments, tax-supported fire districts, and volunteer fire
departments constitute the principal providers of fire protection services in the United States. In most of the communities served by municipal fire departments and tax-supported fire districts, the fire department is the first to respond to a call
for emergency medical services. Approximately 26,000 fire departments operate throughout the United States, of which approximately 19,000 are volunteer fire departments. Volunteer fire departments range from departments consisting entirely of
volunteer personnel to departments that utilize one or more paid personnel located at each station supplemented by volunteers who proceed directly to the fire scene. In addition to providing fire protection services to municipalities and
tax-supported fire districts, we and other members of the private sector provide fire protection services to large industrial complexes, airports, petrochemical plants, power plants and other self-contained facilities. We also provide wild land fire
fighting services on a seasonal basis generally under contracts and, as requested, by various forestry and governmental agencies.



Based on our experience, we believe that our ambulance and fire protection services are complementary and benefit us by providing diversification, shared
resources, experience and competitive advantages in certain service areas.



Historical Growth in Medical Transportation Service Expenditures; Primary Demand Factors



Medical transportation service expenditures in the United States have grown as a result of an increase in the number of transports and an increase in the
average expenditures per transport. Several primary factors are cited for the increase and continued demand of the emergency and non-emergency transportation services we provide:



| |  |  | The U.S. population is aging. People over the age of 65 years generally require more frequent hospital and ambulance services. The need for ambulance services is increasing with the
aging of the Baby Boomer population; about 62 million Americans will be age 65 or older in 2025 compared to 35 million today. Such increase in demand affects all of our operations and is more pronounced in operations such as Arizona and Florida that
serve higher concentrations of the elderly population.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Size, growth and geographic distribution of the population also impact the medical transportation industry. Local population increases and urban sprawl create added demand for
medical transportation services and a steady, corresponding growth rate. Moreover, there is an increased incidence in the level of health and accident risks associated with a growing population. In most cases, we believe that the current assets and
resources of our existing operations can service the demand created by this growth, without need for significant additional capital expenditures.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The increased availability of emergency service, the impact of educational programs on its use, and the frequency by which some members of the population utilize hospital emergency
rooms for medical care also have increased the number of ambulance transports.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increased patient travel between specialized treatment health care facilities has increased the demand for non-emergency medical transportation services.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The greater use of outpatient care facilities and home care in response to health care cost containment efforts also has increased medical transport usage.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The continuing demand for highly responsive emergency services, driven by regulatory and market forces, has further necessitated an increase in expenditures to maintain and enhance
emergency medical systems. High-quality medical care and response time criteria require ambulance service providers to acquire sophisticated emergency medical, dispatch and related systems and equipment, recruit and retain highly trained personnel,
and create advanced emergency management protocols. Average expenditures per transport have increased incrementally as a result of the additional costs to meet these criteria and maintain high-performance systems.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We believe that we are well situated to capitalize on the needs of the
industry due to our emphasis on providing an effective, quality-care, service model, as enhanced by cost-efficiencies and centralized support functions from both local and national economies of scale.



Consolidation of the Medical Transportation Industry



During the 1990s, the fragmented nature of the medical transportation
industry, combined with limited capital and management systems that typified many smaller providers, offered an opportunity to consolidate the industry with the goal of achieving improved productivity and enhanced levels of service. As a result, we
and several other entities began consolidating the ambulance industry through mergers and acquisitions of smaller providers. Thereafter, as the industry became less fragmented and acquisition opportunities diminished, the number of acquisitions
slowed. The larger consolidators, such as American Medical Response (AMR) and, to a lesser extent, Rural/Metro, incurred significant debt in order to compete for acquisition targets and subsequently fund integration. Accordingly, we are a highly
leveraged company and face certain risk factors related to our debt structure. See Risk Factors  We have significant indebtedness. However, we believe that our timely participation in the consolidation of the industry has provided
us with a strong domestic platform of core operations with a substantial revenue base and a marketable reputation for quality service, which enables us to capitalize on our position as a leader in the industry and build upon our business in existing
service areas.



Competition



The medical transportation service industry continues to be highly
competitive. Principal participants include governmental entities (including fire districts), other national ambulance service providers, large regional ambulance service providers, hospitals, and numerous local and volunteer private providers.
Counties, municipalities, fire districts, hospitals, or health care organizations that presently contract for ambulance services may choose to provide ambulance services directly in the future. In addition, many of our contracts with governmental
entities contain termination provisions for cause or without cause. We are experiencing increased competition from municipal fire departments in providing emergency ambulance service. However, we believe that the non-emergency transport services
market currently is unattractive to municipal fire departments. Some of our competitors may have greater capital and other resources than we do and may not be subject to the same level of regulatory oversight as we are.



We believe that counties, fire districts, and municipalities consider quality
of care, historical response time performance, and cost to be among the most important factors in awarding a contract, although other factors, such as customer service, financial stability, and personnel policies and practices, also may be
considered. Although



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commercial providers often compete intensely for business within a particular community, it is generally difficult to displace a provider that has a history
of satisfying the quality of care and response time performance criteria established within the service area. Moreover, significant start-up costs, together with the long-term nature of the contracts under which services are provided and the
relationships many providers have within their communities, create barriers for entry into new markets other than through acquisition. We further believe that our status as an emergency ambulance service provider in a service area increases our
visibility and stature, and enhances our ability to compete for non-emergency services within such areas. Because smaller ambulance providers typically do not have the infrastructure to provide emergency ambulance services, we believe we can compete
favorably with such competitors for non-emergency service contracts in areas where we also provide emergency ambulance services.



In the fire protection industry, services for residential and commercial properties are provided primarily by tax-supported fire districts, municipal fire
departments, and volunteer departments. Private providers, like us, represent a small portion of the total fire protection market and generally provide fire protection services where a tax-supported fire district or municipality has decided to
contract for the provision of fire protection services or has not assumed financial responsibility for fire protection. Fire districts or municipalities may not continue to contract for fire protection services. In certain areas where no
governmental entity has assumed financial responsibility for providing fire protection, we provide fire protection services on a subscription basis. Municipalities may annex a subscription area or that area may be converted to a fire district that
provides service directly, rather than through a master contract.



Market
Reform and Changing Reimbursement Regulations



Market
reform and the passage of the Balanced Budget Act of 1997, along with other regulatory changes, have impacted and reshaped the health care delivery system in the United States and, by extension, the medical transportation industry. As with all other
health care providers, emergency medical service providers, like us, must comply with various requirements in order to participate in Medicare and Medicaid. Medicare is a federal health insurance program for the elderly and for chronically disabled
individuals, which, among other things, pays for ambulance services when medically necessary.



Medicaid is a combined federal-state program for medical assistance to impoverished individuals who are aged, blind, or disabled or members of families with dependent children. Medicaid programs or a state equivalent
exist in all states in which we operate. Although Medicaid programs differ in certain respects from state to state, all are subject to federal requirements. State Medicaid agencies have the authority to set levels of reimbursement within federal
guidelines. We receive only the reimbursement permitted by Medicaid and are not permitted to collect from the patient any difference between our customary charge and the amount reimbursed.



Like other Medicare and Medicaid providers, we are subject to governmental
audits of our Medicare and Medicaid reimbursement claims. We take our compliance responsibilities very seriously. We have a national corporate compliance department that works closely with senior management, local managers, billing and collections
personnel, and both the human resources and legal departments, as well as governmental agencies to ensure substantial compliance with all established regulations and procedures. Nevertheless, despite our best efforts, there can be no assurance that
we can achieve 100% compliance at all times, particularly in light of the complicated and ever-changing nature of the reimbursement regulations, and the high volume of daily transports we provide nationwide. Failure to comply may lead to a
significant penalty or lower levels of reimbursement, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. From time to time, we have taken corrective action to address billing
inconsistencies, which we have identified through our periodic, internal reviews of billing procedures or which have been brought to our attention through governmental examination of our records and procedures. These matters cover periods prior to
and after our acquisition of operations. As part of our commitment to working with those governmental agencies responsible for enforcement of Medicare and Medicaid compliance, we have voluntarily self-disclosed billing issues identified at some of
our operations. For example, we self-disclosed Medicare overpayments from 1997 and 1998 in our former Scranton, Pennsylvania, operation to the Office of Inspector General. The billing practices that resulted in the Medicare overpayments were
instituted by the former owners of that operation. We discovered the inconsistencies after acquiring the operation and promptly instituted new billing practices. We also entered into, and are currently in compliance with, a corporate integrity
agreement with the State of Ohio in connection with the States review of Medicaid billing procedures and records. Due to the nature of our business and our participation in the Medicare and Medicaid reimbursement programs, we are routinely
subject to regulatory reviews and/or inquiries by governmental



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agencies. We expect these regulatory agencies to continue their practice of performing periodic reviews related to our industry. We fully cooperate with such
federal and state agencies to provide requested information and to incorporate any recommended modifications of our existing compliance programs.



Government funding for health care programs is subject to statutory and regulatory changes, administrative rulings, interpretations of policy,
determinations by intermediaries and governmental funding restrictions, all of which could materially impact program reimbursements for ambulance services. In recent years, Congress has consistently attempted to curb federal spending on such
programs. In June 1997, the Health Care Financing Administration, now renamed the Centers for Medicare and Medicaid Services (CMS), issued proposed rules that would revise Medicare policy on the coverage of ambulance services. The proposed rules
were the result of a mandate under the Balanced Budget Act of 1997 to establish a national fee schedule for payment of ambulance services that would control increases in expenditures under Part B of the Medicare program, establish definitions for
ambulance services that link payments to the type of services furnished, consider appropriate regional and operational differences, and consider adjustments to account for inflation, among other provisions.



Prior to April 1, 2002, when the national Fee Schedule began a five-year
phase-in, Medicare used a charge-based reimbursement system for ambulance services and reimbursed 80% of charges determined to be reasonable, subject to the limits fixed for the particular geographic area. The patient was responsible for co-pay
amounts, deductibles and the remaining balance, if we did not accept the assigned reimbursement, and Medicare required us to expend reasonable efforts to collect the balance. In determining reasonable charges, Medicare considered and applied the
lowest of various charge factors, including the actual charge, the customary charge, the prevailing charge in the same locality, the amount of reimbursement for comparable services, or the inflation-indexed charge limit.



On April 1, 2002, the Medicare Ambulance Fee Schedule Final Rule became
effective. The Final Rule categorizes seven levels of ground ambulance services, ranging from basic life support to specialty care transport, and two categories of air ambulance services. The base rate conversion factor for services to Medicare
patients was set at $170.54 (which is adjusted each year by the CPI  1%) plus separate mileage charges based on specified relative value units for each level of ambulance service. Adjustments also were included to recognize differences in
relative practice costs among geographic areas, and higher transportation costs that may be incurred by ambulance providers in rural areas with low population density. The Final Rule requires ambulance providers to accept assignment on Medicare
claims, which means a provider must accept Medicares allowed reimbursement rate as full payment. Medicare typically reimburses 80% of that rate and the remaining 20% is collectible from a secondary insurance or the patient. In addition, the
Final Rule calls for a five-year phase-in period to allow time for providers to adjust to the new payment rates. The fee schedule will be phased in at 20-percent increments each year, with payments being made at 100 percent of the fee schedule in
2006 and thereafter. Reimbursement by Medicare accounted for 27%, 25%, and 25% of our domestic net ambulance fee collections for 2003, 2002, and 2001, respectively. We believe the Medicare Ambulance Fee Schedule will have a neutral impact on our
medical transportation revenue at incremental and full phase-in periods, primarily due to the geographic diversity of our U.S. operations. These rules could, however, result in contract renegotiations or other actions by us to offset any negative
impact at the regional level that could have a material adverse effect on our business, financial condition, results of operations and cash flows. Changes in reimbursement policies, or other governmental action, together with the financial
challenges of some private, third-party payers and budget pressures on other payer sources could influence the timing and, potentially, the receipt of payments and reimbursements. A reduction in coverage or reimbursement rates by third-party payers,
or an increase in our cost structure relative to the rate of increase in the Consumer Price Index (CPI), or costs incurred to implement the mandates of the fee schedule could have a material adverse effect on our business, financial condition,
results of operations and cash flows.



Other Governmental Regulations



Our business is also subject to other governmental
regulations at the federal, state, local, and foreign levels. At the federal level, we are subject to regulations under the Occupational Safety and Health Administration (OSHA) designed to protect our employees, and regulations under the Health
Insurance Portability and Accountability Act of 1996 (HIPAA) which protects the privacy of patients health information handled by health care providers. The federal government also recommends standards for ambulance design and construction,
medical training curriculum, and designation of appropriate trauma facilities and regulates our radio licenses. Various state agencies may modify these standards or require additional standards.



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Each state where we operate regulates various aspects of its ambulance and fire business. These
regulations may vary widely from state to state. State requirements govern the licensing or certification of ambulance service providers, training and certification of medical personnel, the scope of services that may be provided by medical
personnel, staffing requirements, medical control, medical procedures, communication systems, vehicles, and equipment. State or local government regulations or administrative policies regulate rate structures in most states in which we conduct
ambulance operations. The process of determining rates includes cost reviews, analyses of levels of reimbursement from all sources, and determination of reasonable profits. In certain service areas in which we are the exclusive provider of services,
the municipality or fire district sets the rates for emergency ambulance services pursuant to a master contract as well as establishes the rates for general ambulance services that we are permitted to charge.



Applicable federal, state and local laws and regulations are subject to
change. We believe that we currently are in substantial compliance with applicable regulatory requirements. These regulatory requirements, however, may require us in the future to increase our capital and operating expenditures in order to maintain
current operations or initiate new operations. See Risk Factors Certain state and local governments regulate rate structures and limit rates of return,  Numerous governmental entities regulate our business, and
 Health care reforms and cost containment may affect our business contained in Item 7 of this Report.



Our Current Service Areas



We currently provide our services in approximately 400 communities in the following 24 states



|Alabama    |  | Kentucky    |  | North Dakota   |  | Texas     
|---------- |  | ----------- |  | -------------- |  | ----------
|Arizona    |  | Louisiana   |  | Ohio           |  | Washington
|California |  | Mississippi |  | Oregon         |  | Wisconsin 
|Colorado   |  | Nebraska    |  | Pennsylvania   |  |           
|Florida    |  | New Jersey  |  | South Carolina |  |           
|Georgia    |  | New Mexico  |  | South Dakota   |  |           
|Indiana    |  | New York    |  | Tennessee      |  |           



We provide ambulance
services in each of these states primarily under the names Rural/Metro Ambulance or Rural/Metro Medical Services, and in New Mexico and certain areas of Arizona under the name Southwest Ambulance, except in Oregon, North Dakota and Wisconsin where
we exclusively provide fire protection services. We also operate under other names depending upon local statutes or contractual agreements. We provide fire protection services under the name Rural/Metro Fire Department in 12 states, and also in
Oregon under the name Valley Fire Services.



We generally
provide our ambulance services pursuant to a contract or certificate of necessity on an exclusive or nonexclusive basis. We provide emergency ambulance services primarily pursuant to contracts or as a result of providing fire protection services. In
certain service areas, we are the only provider of both emergency ambulance and non-emergency ambulance services. In other service areas, we compete for non-emergency ambulance contracts.



Medical Transportation Services



Emergency Ambulance Services



We generally provide emergency ambulance response and medical transportation services pursuant to contracts with counties, fire districts, and
municipalities. These contracts typically appoint us as the exclusive provider of emergency ambulance services in designated service areas and require us to respond to every emergency medical call in those areas. The level of response to the call is
dependent upon the underlying contract. We typically respond to virtually all calls with Advanced Life Support (ALS) ambulance units, unless otherwise specified by contract.



ALS ambulances are staffed with either two paramedics or one paramedic and an emergency medical technician (EMT) and are
equipped with ALS equipment (such as cardiac monitors, defibrillators, advanced airway equipment and oxygen delivery systems) as well as pharmaceuticals and medical supplies.



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Upon arrival at an emergency medical call, the ALS crew members deploy portable life support equipment,
ascertain the patients medical condition, and if required, administer advanced life support techniques and procedures that may include tracheal intubation, cardiac monitoring, defibrillation of cardiac arrhythmias, and the administration of
medications and intravenous solutions under the direction of a physician. The crew also may perform Basic Life Support (BLS) services, which include cardiopulmonary resuscitation (CPR), basic airway management, and basic first aid including
splinting, spinal immobilization, recording of vital signs and other non-invasive procedures. As soon as medically appropriate, the patient is placed on a portable gurney and transferred into the ambulance. While one crew member monitors and treats
the patient, the other crew member drives the ambulance to a hospital designated either by the patient or the applicable medical protocol. While on scene or en route, the ambulance crew alerts the hospital regarding the patients medical
condition, and if necessary, the attending ambulance crew member seeks advice from an emergency physician as to treatment. Upon arrival at the hospital, the patient generally is taken to the emergency department where care is transferred to the
emergency department staff.



Non-Emergency Ambulance
Services



We also provide non-emergency ambulance services
to patients requiring either advanced or basic levels of medical supervision and treatment during transfer to and from residences, hospitals, long-term care centers, and other health care facilities. These services may be provided when a home-bound
patient requires examination or treatment at a health care facility or when a hospital patient requires tests or treatments (such as MRI testing, CAT scans, dialysis, or chemotherapy) at another facility. We utilize ALS or BLS ambulance units to
provide non-emergency ambulance services, depending on the patients needs and the proximity of available units. We generally staff our BLS ambulance units with two EMTs and equip these units with medical supplies and equipment necessary to
administer first aid and basic medical treatment.



We provide
ambulance services, critical care transports, and non-medical transportation services pursuant to contracts with non-emergency governmental agencies, health care facilities, or at the request of a patient. Such services may be scheduled in advance
or provided on an as-needed basis. Contracts with managed care organizations provide for reimbursement on a per-transport basis or on a capitated basis under which we receive a fixed fee, per person, per month.



Critical Care Transport Services



We provide critical care transport services to medically unstable patients
(such as cardiac patients and neonatal patients) who require critical care while being transported between health care facilities. Critical care services differ from ALS services in that the ambulance may be equipped with additional medical
equipment and may be staffed by a medical specialist provided by us or by a health care facility to attend to a patients special medical needs. Typically, staffing may include the use of critical care trained professional nurses, respiratory
therapists and/or neo-natal nurse specialists.



Alternative
Transport Services



In addition to ambulance services, we
provide non-medical transportation for the handicapped and certain non-ambulatory persons in very limited service areas. Such transportation generally takes place between residences or nursing homes and hospitals or other health care facilities. In
providing this service, we typically utilize vans that contain hydraulic wheelchair lifts or ramps.



Disaster Response Teams



Aside from our day-to-day operations, we maintain disaster response teams that are occasionally called upon by the federal government, through the Federal
Emergency Management Agency (FEMA), and by state, county and local governments to assist in responding to local or national fire and medical emergencies. For example, at the request of FEMA and the New York State Emergency Management Office, we
provided assistance for the efforts in New York City following the September 11, 2001 terrorist attacks on the World Trade Center. In addition, following the September 11, 2001 terrorist attack on the Pentagon, we responded to requests to move
patients from area hospitals to outlying facilities thereby clearing hospital beds for more seriously injured patients. We staff these emergencies based upon available resources from our existing pool of employees and equipment around the country,
committing resources in a manner that is designed to avoid any interruption of service in our existing service areas.



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Such services are typically paid for and provided on a fee-for-service basis pursuant to contracts with the requesting agency or governmental entity.



Medical Personnel and Quality Assurance



Paramedics and EMTs must be state certified in order to transport patients
and to perform emergency care services. Certification as an EMT requires completion of a minimum of 164 hours of training in a program designated by the United States Department of Transportation and supervised by state authorities. EMTs also may
complete advanced training courses to become certified to provide certain additional emergency care services, such as administration of intravenous fluids and advanced airway management. In addition to completion of the EMT training program, the
certification as a paramedic requires the completion of more than 800 hours of training in advanced patient care assessment, pharmacology, cardiology, and clinical and field skills. Many of the paramedics currently employed by us served as EMTs for
us prior to their certification as paramedics. We are subject to nationwide and area-wide shortages of qualified EMTs and paramedics. We compete with hospitals, municipal fire departments and other health care providers for these valued individuals.
We have undertaken efforts to minimize the effect of these shortages and have implemented a number of programs to attract and retain a quality workforce.



Local physician advisory boards and medical directors develop medical protocols to be followed by paramedics and EMTs in a service area. In addition,
instructions are conveyed on a case-by-case basis through direct communications between the ambulance crew and hospital emergency room physicians during the administration of advanced life support procedures. Both paramedics and EMTs must complete
continuing education programs and, in some cases, state supervised refresher training examinations to maintain their certifications. Certification and continuing education requirements for paramedics and EMTs vary among states and counties.



We maintain a commitment to provide high quality pre-hospital
emergency medical care. In each location in which we provide services, a medical director, who usually is a physician associated with a hospital we serve, monitors adherence to medical protocol and conducts periodic audits of the care provided. In
addition, we hold retrospective care audits with our employees to evaluate compliance with medical and performance standards.



We are members of a number of professional organizations, namely, the American Ambulance Association, National Emergency Number (911) Association,
International Association of Fire Chiefs, and National Association of EMS Physicians. In those states where we provide service, we are involved in the state ambulance association, if one exists, and in many instances our involvement includes holding
elected positions. In addition, we also are involved in the Commission on Accreditation of Ambulance Services (CAAS), the National Registry of Emergency Medical Technicians, the National Fire Protection Association, and the ASTM International. Also,
many of our employees are members of the National Association of EMTs, National Association of EMS Educators and other EMS organizations. We were one of the first ambulance service providers to obtain accreditation for many of our larger ambulance
operations from CAAS, a joint program between the American Ambulance Association and the American College of Emergency Physicians. The process is voluntary and evaluates numerous qualitative factors in the delivery of services. We believe
municipalities and managed care providers may consider accreditation as one of the criteria in awarding contracts in the future.



Urgent Home Medical Care



Due to the deteriorating economic conditions and continued devaluation of the local currency, we reviewed our strategic alternatives with respect to the
continuation of operations in Latin America, primarily in Argentina, and determined that we would benefit from focusing on our domestic operations. Effective September 27, 2002, we sold our Latin American operations to local management. The
following describes the type of revenue that is included in the accompanying Consolidated Financial Statements related to our operations in Latin America prior to September 27, 2002.



In Argentina, individual and business customers paid monthly for urgent home medical care and ambulance services. Our
personnel conducted telephone triage and prioritized the dispatch of services to subscribers. Mobile services included the dispatch of physicians to the patient in an ambulance for serious, life-threatening situations, or more frequently, in the
physicians car, thus covering a wider scope of services than the traditional U.S. ambulance service model. Doctors and nurses also performed urgent and primary care services for our business customers.



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Fire Protection Services



Fire protection services consist primarily of fire prevention, fire suppression, and first responder medical care. We provide various levels of fire
protection services, ranging from fire stations that are fully staffed 24 hours per day to reserve stations. We generally provide our services to municipalities and other governmental bodies pursuant to master contracts funded through the tax base
and to residences, commercial establishments, airports and industrial complexes pursuant to subscription fee and other fee-for-service arrangements. Federal and state governments contract with us from time to time to suppress wild fires on
government lands.



We have placed fire prevention and education
in the forefront of our fire protection services and have developed a comprehensive program to prevent and minimize fires. We believe that effective fire protection requires the intensive training of personnel, the effective utilization of fire
equipment, the establishment of effective communication centers for the receipt of emergency calls and the dispatch of equipment and personnel, the establishment and enforcement of strict fire codes, and community educational efforts.



Fire Protection Personnel



Our ability to provide our fire protection services at relatively low costs
results from our efficient use of personnel in addition to our fire prevention efforts. Typically, personnel costs represent more than two-thirds of the cost of providing fire protection services. We have been able to reduce our labor costs through
a system that utilizes full-time firefighters complemented by paid part-time reservists as well as a modified every other day shift schedule. By using trained reservists on an as-needed basis, we have the ability to supplement full-time firefighters
on a cost-effective basis.



All full-time and reserve
firefighters undergo extensive training, which exceeds the standards recommended by the National Fire Protection Association (NFPA), and must qualify for state certification before being eligible for full-time employment by us. Because approximately
70% to 80% of our fire response activity consists of emergency medical response, all of our full-time firefighters are trained EMTs or paramedics. Ongoing training includes instruction in new fire service tactics and fire fighting techniques as well
as continual physical conditioning.



Each year we respond to an
increasing number of specialty rescues. For this reason, in certain of our fire operations we operate a Special Operations Rescue Team (SORT) comprised of firefighters who have advanced training in hazardous materials, water rescue, high and low
angle and rope rescue, and confined space rescue.



Fire
Response



An alarm typically results in the dispatch of
one or more engine companies (each of which consists of an engine and two to four firefighters, including a captain), a fire chief, and such other personnel and equipment as circumstances warrant. The amount of equipment and personnel depends upon
the type, location, and severity of the incident. We utilize our dispatch capabilities to reposition equipment and firefighters to maximize the availability and use of resources in a cost-effective manner.



Fire Prevention



We believe that fire prevention programs result in both lower fire loss and
significant overall cost savings. Our fire prevention programs include recommendations for and the encouragement of various fire prevention methods, including fire code design, building design to inhibit the spread of fire, the design of automatic
fire suppression sprinklers, fire detector and smoke detector installations, the design of monitoring and alarm systems, the placement and inspection of fire hydrants, fire code inspection and enforcement, and the determination of fire cause and
origin in arson suspected fires. In addition, our personnel perform community education programs designed to reduce the risk of fire and increase our community profile.



We believe that our long-standing public/private relationship with the City of Scottsdale provides an example of an
effective, cost-efficient fire protection program. The Scottsdale program emphasizes our philosophy of fire prevention. With our cooperation and assistance, the City of Scottsdale has designed comprehensive fire prevention measures, including fire
codes, inspections, and sprinkler and smoke detector ordinances. We believe that as a result



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of strict fire codes, the enactment of a sprinkler ordinance, and the effectiveness of the services we provide, Scottsdales per capita cost for fire
protection is lower than for other cities of similar size.



Wild Land Fire Protection Services



We provide
disaster response fire protection services when requested by the federal government, through the U.S. Forest Service, and other governmental entities to assist in responding to fire emergencies such as the multiple wild land fires that occurred
during the past year in the western United States. We staff these emergencies based upon available resources from our existing pool of employees and equipment around the country, committing resources in a manner that is designed to avoid any
interruption of service in our existing service areas. Such services are typically paid for and provided on a fee-for-service basis pursuant to contracts with the requesting agency or governmental entity.



Industrial Fire Protection Services



We provide fire protection services and, on a limited basis, unarmed
security services to large industrial complexes, petrochemical plants, power plants, and other self-contained facilities. The combination of fire protection services with security services in large industrial complexes has the potential to provide
for greater efficiency and utilization in the delivery of such services and to result in reduced cost to our industrial customers for such services. We have contracts ranging up to three years in duration and expiring at various dates up to October
31, 2005 to provide firefighting and hazardous materials response services at locations in several states. We intend to pursue similar contracts in the future.



Aircraft, Rescue And Fire Fighting Services (ARFF)



We also provide aircraft rescue and firefighting services at a variety of airports throughout the United States, including the FedEx Express airport hub
in Memphis, Tennessee, and the international airport in Port Columbus, Ohio. In addition to aircraft rescue and fire fighting services, we also provide structural firefighting and emergency medical response for airport terminals. Our ARFF
firefighters, many of whom have extensive military and civilian ARFF experience, have completed comprehensive professional training programs. Our personnel are cross-trained as EMTs or paramedics, as well as in hazardous materials response. Our
capabilities include value-added services such as first responder medical service in support of local fire departments for in-terminal medical emergencies, safety training for fuel handlers and other airport personnel, fire prevention activities,
and testing and maintenance of fire suppression equipment.



Contracts



We enter into contracts with counties, municipalities,
fire districts, and other governmental entities to provide emergency ambulance services in designated service areas. These contracts typically specify maximum fees that we may charge and set forth required criteria, such as response times, staffing
levels, types of vehicles and equipment, quality assurance, indemnity and insurance coverage. In certain instances, we are required by contract or by law to post a surety bond or other assurance of financial or performance responsibility. The rates
that we may charge under a contract for emergency ambulance services depends largely on patient mix; the nature of services rendered; the local political climate; and the amount of subsidy, if any, that will be considered by a governmental entity to
cover costs of uncompensated care. Our four largest ambulance contracts accounted for approximately 17%, 16% and 15% of net revenue during fiscal years 2003 and 2002 and 2001.



We provide fire protection services pursuant to master contracts or on a subscription basis. Master contracts provide for
negotiated rates with governmental entities. Certain contracts are performance-based and require us to meet certain dispatch and response times in a certain percentage of responses. These contracts also set maximum thresholds for variances from the
performance criteria. These contracts establish the level of service required and may encompass fire prevention and education activities as well as fire suppression. Other contracts are level-of-effort based and require us to provide a certain
number of personnel for a certain time period for a particular function, such as fire prevention or fire suppression. We provide fire protection services on a subscription basis in areas where no governmental entity has assumed the financial
responsibility for providing fire protection. We derived approximately 47% of our fire protection service revenue from subscriptions in fiscal years 2003 and 2002 and 45% in fiscal year 2001. Fire subscription rates are not currently regulated by
any governmental agency in our service areas.



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Our contracts generally extend for terms of two to five years. We attempt to renegotiate contracts in
advance of the expiration date and generally have been successful in these renegotiations. From time to time, we may decide that certain contracts are no longer favorable and may seek to modify or terminate these contracts. At any given time, we
estimate that we have approximately 125 agreements with counties, fire districts, and municipalities for ambulance services and for fire protection services. The following table sets forth certain information regarding our six largest contracts,
based on revenue, during fiscal 2003 with counties, fire districts, and municipalities for ambulance services and for fire protection services.



|                           |  | Term In Years |  | Expiration Date |  | Type of Service (1)
|-------------------------- |  | ------------- |  | --------------- |  | -------------------
|Ambulance                  |  |               |  |                 |  |                    
|Orange County, Florida (2) |  | 4             |  | October 2006    |  | Emergency/General  
|Rochester, New York (3)    |  | 4             |  | September 2006  |  | Emergency /General 
|Knox County, Tennessee (4) |  | 5             |  | July 2007       |  | Emergency /General 
|Fort Worth, Texas (5)      |  | 6             |  | August 2004     |  | Emergency /General 
|                           |  |               | 
|Community Fire             |  |               |  |                 |  |                    
|Scottsdale, Arizona (6)    |  | 3             |  | June 2005       |  | Fire Protection    
|                           |  |               | 
|Public/Private Alliance    |  |               |  |                 |  |                    
|San Diego, California (7)  |  | 5             |  | June 2005       |  | Emergency /General 

---

|(1) |  | Type of service for ambulance contracts indicates whether emergency or general ambulance services or both are provided within the service area.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The contract was first entered into in 1962 by a provider that was acquired by us in July 1984.
|--- |  | -----------------------------------------------------------------------------------------------

|(3) |  | The contract was first entered into in 1988 by a provider that was acquired by us in May 1994.
|--- |  | ----------------------------------------------------------------------------------------------

|(4) |  | The contract was first entered into in July 1985.
|--- |  | -------------------------------------------------

|(5) |  | The contract was first entered into in August 1999. The contract has six one-year renewal options.
|--- |  | --------------------------------------------------------------------------------------------------

|(6) |  | The contract was first entered into in 1952.
|--- |  | --------------------------------------------

|(7) |  | The contract was first entered into in May 1997 and is effective through June 2005. The contract has a three-year renewal option exercisable by our customer.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition to the contracts listed above, we
were awarded several other contracts under which we began or continued to provide service during fiscal 2003:



Ohio State University Medical Center We announced a renewal contract on March 31, 2003 for a new, three-year agreement, with one two-year optional renewal, for a maximum term of five years. We have
served OSU since 1997.



Loudon County, Tennessee We were
awarded a new contract to serve the emergency ambulance needs of Loudon County, Tennessee, a 229-square-mile community adjacent to Knox County, Tennessee. The one-year-agreement began January 1, 2003.



City of Chandler, Arizona Our Southwest Ambulance division was awarded a
renewal contract to extend our 15-year relationship with the City of Chandler. The three-year contract, which commenced January 1, 2003, includes a three-year optional extension.



Augusta, Georgia The Augusta Commission unanimously awarded to us an exclusive five-year contract to continue providing
emergency ambulance services, which began January 1, 2003.



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Sikorsky Aircraft Corporation, West Palm Beach, Florida Our industrial fire protection division was awarded
a three-year contract to serve the industrial fire protection needs of Sikorskys helicopter testing facility in Florida. The contract began November 1, 2002.



McClellen-Palomar Airport, Carlsbad, California Our aircraft rescue and firefighting division was awarded a five-year contract
to serve the aircraft rescue and fire fighting needs of the municipal airport in Carlsbad, California. The contract, which began on October 1, 2002, was won in a competitive bidding process that included the incumbent provider.



Port Columbus International Airport, Columbus, Ohio Our aircraft rescue and
firefighting division was awarded a 17-month extension of its previous five-year contract with the airport for specialty fire and EMS services, which began August 1, 2002 and expires December 31, 2003.



Knox County, Tennessee  The Knox County Commission unanimously awarded to us the
exclusive contract to continue providing emergency ambulance services in Knox County (Knoxville) Tennessee. The initial five-year contract includes two, three-year renewal terms, and the contract began August 1, 2002.



City of Rochester, New York The Rochester City Council unanimously awarded to
us an exclusive six-year agreement (four years plus two one-year optional renewal terms) to continue providing emergency ambulance services. The new contract began October 1, 2002.



CITGO Petroleum Corp. Our specialty fire division was awarded a three-year contract to continue providing fire protection
services to CITGOs Lake Charles, Louisiana, petrochemical refinery. The contract began July 1, 2002



Additionally, we were awarded the following contracts during fiscal year 2003 under which we will begin to provide services or we will continue to provide
services under a new contract in fiscal year 2004:



Morristown Municipal
Airport, New Jersey Our aircraft rescue and firefighting division was awarded a three-year contract to continue providing exclusive aircraft rescue and fire fighting services beginning July 1, 2003.



Shelby County (Memphis-area), Tennessee We were awarded a one-year contract
with four one-year renewal terms to continue to provide exclusive ambulance services to Shelby County, Tennessee. The contract began September 1, 2003.



City of Tucson, Arizona Our Southwest Ambulance division was awarded a one-year contract renewal to continue providing exclusive Basic Life Support
ambulance services in conjunction with the Tucson Fire Department which began July 1, 2003. The contract marks the sixth year that Southwest has been providing this service to the citizens of Tucson.



City of Aurora, Colorado We were awarded an exclusive two-year renewal contract
to continue as the emergency ambulance service provider for the City of Aurora. The new agreement was approved June 2, 2003 on a unanimous vote of the Aurora City Council and began July 1, 2003.



Fort Worth, Texas On a unanimous vote of the Fort Worth Area Metropolitan
Ambulance Authority, we were awarded a one-year contract with five one-year renewal terms to continue providing emergency and non-emergency ambulance service in Fort Worth and twelve surrounding communities. The new contract term begins August 1,
2004.



Doña Ana County (Las Cruces area), New Mexico Our Southwest Ambulance division was awarded an exclusive, four-year contract to provide all emergency and non-emergency medical transportation services within Doña Ana County. The contract began July 1, 2003.



We also enter into contracts with hospitals, nursing homes, and other health
care facilities to provide non-emergency and critical care ambulance services. These contracts typically designate us as the preferred provider of non-emergency ambulance services to those facilities and typically permit us to charge a base fee,
mileage



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reimbursement, and additional fees for the use of particular medical equipment and supplies. We provide a reduced rate to facilities that assume the
responsibility for payment of the charges to the persons receiving services. At any given time, we have approximately 1,000 agreements with counties, fire districts, municipalities, airports, hospitals, health care facilities, nursing homes, and
other contracting entities for ambulance services or for fire protection services.



During fiscal years 2000 and 2001, in connection with our domestic EMS restructuring initiative, we renegotiated a number of contracts where the rates, services or market conditions were not conducive to operational
profitability. Additionally, we exited certain contracts in connection with the closure or downsizing of financially under-performing service areas, the majority of which solely provided non-emergency services and which could not meet our financial
performance criteria on a sustained basis. In each situation where we have closed a service area, our operational teams have endeavored to ensure that an orderly transition occurs with no service interruptions. In many areas, we worked closely with
the community, local governmental entities and alternative providers until our departure date, which in some cases extended for a number of months so that the transition could be properly effectuated. We believe that our actions under these
circumstances are consistent with our commitment and reputation as a dependable, high-quality service provider. See Risk Factors  We depend on certain business relationships contained in Item 7 of this Report.



Counties, fire districts, and municipalities generally award contracts to
provide emergency ambulance services either through requests for competitive proposals or bidding processes. In some instances in which we are the existing provider, the county or municipality may elect to renegotiate our existing contract rather
than re-bid the contract. We will continue to seek to enter into public/private alliances to compete for new business. For example, during fiscal year 2002, our alliance with the City of San Diego allowed the partnership to bid for and win
multi-year contracts to provide emergency ambulance services throughout San Diego and Northern San Diego County.



We market our non-emergency medical transportation services to hospitals, health maintenance organizations, convalescent homes, and other health care
facilities that require a stable and reliable source of medical transportation for their patients. We believe that our status as an emergency ambulance service provider in a designated service area increases our visibility and enhances our marketing
efforts for non-emergency services in that area. Contracts for non-emergency services usually are based on criteria (such as quality of care, customer service, response time, and cost) similar to those in contracts for emergency services.



We market our fire protection services to subscribers in rural
and suburban areas, volunteer staffed fire departments, tax-supported fire districts, and large industrial complexes, petrochemical plants, power plants, and other self-contained facilities. Contract and/or subscription fees are collected annually
in advance. In the event that we provide service for a non-subscriber, we directly bill the property owner for the cost of services rendered. We also provide fire protection services to newly developed communities where the subscription fee may be
included in the homeowners association assessment.



Management
Information Systems



We utilize sophisticated management
information systems, which we believe enhance the productivity of our existing operations. These systems permit us to achieve efficiencies in the areas of billings, collections, purchasing, finance, cash management, human resources, compliance,
informational systems, legal, risk management, and in the utilization of personnel and equipment.



Our centralized systems significantly augment local processes and permit managers to direct their attention primarily to the performance and growth of
their operations. Centralized billing and collection procedures provide for more efficient tracking and collection of accounts receivable. Centralized purchasing permits us to achieve discounts in the purchase of medical equipment and supplies.
Other centralized infrastructure components such as accounts payable, legal, compliance, human resources and risk management provide the capability to purchase related products and services on a national basis, identify and respond to national
trends, and provide internal support and administrative services in a more cost-effective, efficient and consistent manner across all operations. We provide services and allocate costs for these centralized systems pursuant to administrative
services agreements with each of our direct and indirect wholly-owned subsidiaries. Accordingly, each subsidiarys operational management has the ultimate responsibility and decision-making authority for the utilization and direction of these
corporate services, so as to best serve the needs of their individual markets.



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We believe our investment in management information systems and our effective use of these systems
represent key components of our success. Process and personnel improvements in these areas are continuing. We are committed to further strengthening the productivity and efficiency of our business and believe that our management systems have the
capability to support future growth.



Dispatch and Communications



We use system status plans and flexible deployment
systems to position our ambulances within a designated service area because effective fleet deployment represents a key factor in reducing response times and efficient use of resources. We analyze data on traffic patterns, demographics, usage
frequency, and similar factors with the aid of computers to help us determine optimal ambulance deployment and selection. The center that controls the deployment and dispatch of ambulances in response to calls for ambulance service may be owned and
operated either by the applicable county or municipality or by us. Each control center utilizes computer hardware and software and sophisticated communications equipment and maintains responsibility for fleet deployment and utilization 24 hours a
day, seven days a week.



Depending on the emergency medical
dispatch system used in a designated service area, the public authority that receives 911 emergency medical calls either dispatches our ambulances directly from the public control center or communicates information regarding the location and type of
medical emergency to our control center, which in turn dispatches ambulances to the scene. In most service areas, our control center receives the call from the police after the police have determined the call is for emergency medical services. When
we receive a 911 call, we dispatch one or more ambulances directly from our control center while the call taker communicates with the caller. All call takers and dispatchers are trained EMTs or Emergency Medical Dispatchers (EMD) with additional
training that enables them to instruct a caller on pre-arrival emergency medical procedures, if necessary. In our larger control centers, a computer assists the dispatcher by analyzing a number of factors, such as time of day, ambulance location,
and historical traffic patterns, in order to recommend optimal ambulance selection. In all cases, a dispatcher selects and dispatches the ambulance. While the ambulance is en route to the scene, the emergency medical team receives information
concerning the patients condition prior to arrival at the scene. Also, in various operations across the country, we use AVL (auto vehicle locator) technology in the vehicles to enhance our dispatch system.



In the delivery of emergency ambulance services, our communication systems
allow the ambulance crew to communicate directly with the destination hospital to alert hospital medical personnel of the arrival of the patient and the patients condition, and to receive instructions directly from emergency department
personnel on specific pre-hospital medical treatment. These systems also facilitate close and direct coordination with other emergency service providers, such as the appropriate police and fire departments that also may be responding to a call.



Deployment and dispatch also represent important factors in
providing non-emergency ambulance services. We implement system status plans for these services designed to assure appropriate response times to non-emergency calls. We have developed extensive customer service models that enable our communications
centers to meet these customer needs. We have established such procedures based on patient condition, specialized equipment needed, and the level of care that will be required by the patient.



We utilize communication centers in our community fire protection activities
for the receipt of fire alarms and the dispatch of equipment and personnel that are the same as or similar to those maintained for our ambulance services. Response time represents an important criteria in the effectiveness of fire suppression, which
is dependent on the level of protection sought by our customers in terms of fire station spacing, the size of the service area covered, and the amount of equipment and personnel dedicated to fire protection.



Billings and Collections



As described in Note 2 to our consolidated financial statements, we
determined that collections on accounts receivable relating to medical transportation revenue, primarily revenue recognized prior to fiscal 2001, were substantially less than originally anticipated and the aggregate amount of provisions for
discounts applicable to Medicare, Medicaid and other third-party payers and for doubtful accounts recognized in such prior years were inadequate. The inadequacy of such provisions caused our period-end allowance for doubtful accounts through March
31, 2003 to be understated and our accounts receivable to be overstated. We determined that this situation was



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primarily attributable to inaccurate assumptions utilized in the provision estimation process in use prior to fiscal 2001 as well as in the process utilized
to assess the adequacy of the allowance for doubtful accounts through March 31, 2003.



We determined that our consolidated financial statements of prior years required restatement as a result of this matter. The portion of the restatement adjustments relating to discounts applicable to Medicare,
Medicaid and other third-party payers has been reflected as a reduction of net revenue in the respective periods while the portion relating to uncollectible accounts has been reflected as an increase or decrease in the provision for doubtful
accounts in the respective periods. The after-tax effect of the related restatement adjustments increased our accumulated deficit as of June 30, 2000 by $58.0 million.



We currently maintain 12 domestic regional billing and payment processing centers and a centralized private-pay collection
system at our headquarters in Scottsdale, Arizona. Invoices are generated at the regional level, and the account is processed by the centralized collection system for private-pay accounts only if payment is not received in a timely manner. Customer
service is directed from each of the regional centers. Substantially all of our revenue is billed and collected through our integrated billing and collection system, except for our operations in Rochester, New York which bills and collects revenue
through an independent billing and collections system.



We
derive a substantial portion of our ambulance fee collections from reimbursement by third-party payers, including payments under Medicare, Medicaid, and private insurance programs, typically invoicing and collecting payments directly to and from
those third-party payers. We also collect payments directly from patients, including payments under deductible and co-insurance provisions and otherwise. The composition of our domestic net ambulance fee collections is as follows:



|                 |  | 2003 |   |  | 2002 |   |  | 2001 |  
|---------------- |  | ---- | - |  | ---- | - |  | ---- | -
|Medicare         |  | 27   | % |  | 25   | % |  | 25   | %
|Medicaid         |  | 14   | % |  | 12   | % |  | 10   | %
|Private insurers |  | 49   | % |  | 51   | % |  | 49   | %
|Patients         |  | 10   | % |  | 12   | % |  | 16   | %
|                 |  |      |   |  |      |   |  |      |  
|                 |  | 100  | % |  | 100  | % |  | 100  | %
|                 |  |      |   |  |      |   |  |      |  



Our domestic net
ambulance fee collections noted above have shifted away from patient payers to Medicare and Medicaid payers. We believe this shift is due, in part, to the following factors:



| |  |  | Medicare Ambulance Fee Schedule mandated assignment of Medicare claims. This factor has decreased full charge billings to patients.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increased use of the Internet and other tools to verify patient demographics and insurance eligibility prior to submission of claims. This factor has translated into increased
collections from Medicare, Medicaid, and other insurers.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increased utilization of electronic claim submissions. This factor has allowed us to work more closely with insurance companies to resolve claims.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Aging of the population in the communities we serve.
| | - |  | ----------------------------------------------------



Companies in the ambulance service industry maintain significant provisions for doubtful accounts compared to companies in other industries. Collection of
complete and accurate patient billing information during an emergency service call is sometimes difficult, and incomplete information hinders post-service collection efforts. In addition, it is not possible for us to evaluate the creditworthiness of
patients requiring emergency transport services. Our allowance for doubtful accounts generally is higher with respect to revenue derived directly from patients than for revenue derived from third-party payers and generally is higher for transports
resulting from emergency ambulance calls than for non-emergency ambulance requests. See Risk Factors  We depend on reimbursements by third-party payers and individuals contained in Item 7 of this Report.



We have substantial experience in processing claims to third-party payers and
employ a billing staff specifically trained in third-party coverage and reimbursement procedures. Our integrated billing and collection system uses proprietary software to specifically tailor the submission of claims to Medicare, Medicaid, and
certain other third-party payers and has the capability to electronically submit claims to the extent third-party payers systems permit. Our integrated billing and collection system provides for tracking of accounts receivable and status
pending payment,



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which facilitates the utilization of personnel resources to resolve workload distribution. When billing individuals, we sometimes use an automated dialer
that pre-selects and dials accounts based on their status within the billing and collection cycle, which we believe enhances the efficiency of the collection staff. The practices and procedures utilized at our non-integrated billing center in
Rochester, New York are generally consistent with those in use at our integrated billing centers.



State licensing requirements as well as contracts with counties, municipalities, and health care facilities typically require us to provide ambulance
services without regard to a patients insurance coverage or ability to pay. As a result, we often receive partial or no compensation for services provided to patients who are not covered by Medicare, Medicaid, or private insurance. The
anticipated level of uncompensated care and uncollectible accounts may be considered in determining a government-paid subsidy to provide for uncompensated care, if any, and permitted rates under contracts with a county or municipality.



Insurance and Surety Bonding



Many of our contracts and certain provisions of local law require us to
carry specified amounts of insurance coverage. We carry a broad range of comprehensive general liability, automobile, property damage, professional, workers compensation, and other liability insurance policies that are renewed annually. As a
result of the nature of our services and the day-to-day operation of our vehicle fleet, we are subject to accident, injury and professional claims in the ordinary course of business. We operate in some states that adhere to a gross negligence
standard for the delivery of emergency medical care, which potentially lessens our exposure for tort judgments.



Based upon historical claim trends, we consider our insurance program adequate for the protection of our assets and operations. Our insurance policies are
either occurrence or claims-made policies and are subject to certain deductibles and self-insured retention limits. The coverage limits of our policies may not be sufficient, we may experience claims within our deductibles or self-insured retentions
in amounts greater than anticipated, or our insurers may experience financial difficulties that would require us to pay unanticipated claims. In addition, insurance may not continue to be available on commercially reasonable terms. A successful
claim or claims against us in excess of our insurance coverage, or claims within our deductibles or self insured retentions in amounts greater than anticipated, could have a material adverse effect on our business, financial condition, results of
operations and cash flows. Claims against us, regardless of their merit or outcome, also may have an adverse effect on our reputation. We have attempted to minimize our claims exposure by instituting process improvements and increasing the
utilization of experts in connection with our legal, risk management and safety programs. One such safety program is our Driver Development Program (DDP). DDP uses the Coaching Emergency Vehicle Operator or CEVO program, which is sponsored by the
National Safety Council (NSC) and is nationally recognized as drivers training for emergency services vehicle operators. The program consists of training in the classroom as well as field training, and the curriculum includes, among other
topics, instruction related to staging, proper inspection of the vehicles and driving in emergency settings. We modified and enhanced CEVO based on our analysis of over ten years of vehicle incidents as well as drivers experiences. We began
developing the program in December 2002 and began training in July 2003. We have also partnered with NSC to develop policies related to patient lifting and moving. See Managements Discussion and Analysis of Financial Condition and
Results of Operations for additional information.



Counties, municipalities, and fire districts sometimes require us to provide a surety bond or other assurance of financial and performance responsibility. We may also be required by law to post a surety bond as a prerequisite to obtaining
and maintaining a license to operate. As a result, we have a portfolio of surety bonds that is renewed annually.



Employees



At October 3, 2003, we employed approximately 5,700 full-time and 3,300 part-time employees, including approximately 5,300 involved in ambulance services,
1,000 in fire protection services, 300 in integrated ambulance and fire protection services, 150 in urgent home medical care, 500 in dispatch/communications, 200 in alternative transportation services (ATS), and 1,600 in management, administrative,
clerical and billing activities. Of these employees, approximately 2,000 are paramedics and 3,100 are EMTs. We are party to collective bargaining agreements relating to certain of our paramedics and EMTs in Rochester, New York; Buffalo, New York;
Corning, New York; Youngstown, Ohio; San Diego, California; Gadsden, Alabama; Knoxville, Tennessee; and Seattle,



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Washington. We also have collective bargaining agreements in place for certain of our Maricopa County, Arizona, Integrated Fire employees; and certain of our
ambulance services employees in Arizona. We consider our relations with employees to be good.



Strategy



Our strategy
is to continue strengthening our existing core businesses and to continue building upon our economies of scale, while providing the most proficient levels of medical transportation and related services possible for the customers and communities we
serve. Over the past year, our efforts to strengthen our business have been primarily focused on (i) sustaining and enhancing positive cash performance, (ii) improving the quality and collection of medical transportation service revenue, (iii)
reducing bad debt expense, and (iv) growth through same-service area expansion and targeted new opportunities. Throughout fiscal 2003, we also focused on the continuing implementation of programs designed to maximize and expedite reimbursement for
our medical transportation services. Our business strategy for fiscal year 2004 includes continued emphasis on these focal points supplemented by our long-standing commitment to delivering high-quality, efficient and cost-effective services to our
patients and customers.



Cash Performance



We focused extensively throughout fiscal 2003 on further enhancing cash
performance. Initiatives undertaken related specifically to maximizing and accelerating reimbursement for our services, which drives positive cash-flow trending. New and ongoing programs target improvements to our field documentation procedures and
pre-screening non-emergency medical transportation requests to ensure patients conditions meet medical necessity standards.



Revenue Quality and Collection



Our objective to improve the quality of our revenue is related directly to cash performance and effective collection efforts. Throughout fiscal year 2003,
we have continued to devote significant effort to negotiating enhanced rates on continuing medical transportation contracts. We have also intensified and refined our systems in order to maximize collection percentages and minimize the number of days
revenue is outstanding from the time we provide service to the time we are paid.



Reducing Bad Debt Expense



In fiscal 2003, we continued to streamline our overall ambulance billing processes and to improve our related performance. Improvements in fiscal 2003 included programs designed to expedite the timely filing of ambulance claims and to
create added controls over the day-to-day flow of aging claims. Additionally, significant attention was placed during fiscal 2003 on improving our return on certain Medicare accounts that become difficult to collect. We also placed a high priority
on submitting ambulance claims electronically in order to expedite payment and maximize the efficiencies afforded by such systems.



Growth



A key element of our internal growth strategy is to extend our reach in existing service areas. We believe a variety of opportunities are available in
proven service areas with good payer mixes to create new growth. This type of growth is primarily targeted to non-emergency medical transportation services among hospitals, health-care centers, nursing homes, rehabilitation centers, and other
related health-care entities. Additionally, we achieve same-service-area revenue growth through increases in rates and the addition of subsidies provided in locations where uncompensated care is on the rise. As a result of our efforts in fiscal year
2003, we achieved 5.9% improvement in same-service area growth over fiscal year 2002 levels. We are encouraged by these results and will remain focused on same-service-area opportunities in fiscal year 2004. We also seek to maximize return on our
investments in EMS operations by increasing utilization of ambulances through a balanced growth of both emergency and non-emergency medical transportation services.



We also have pursued highly selective new growth opportunities in fiscal year 2003. We evaluate new growth opportunities
based on a number of criteria, including geographic proximity to existing regional operations, payer mix, medical transportation demands, competitive profiles, and demographic trends. We believe that by targeting



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specific locations, we can identify and pursue profitable new growth. For example, our Southwest Ambulance division targeted an opportunity that emerged in
the spring of 2003 in Doña Ana County, New Mexico, which includes the City of Las Cruces and its surrounding areas. Southwest Ambulance bid for and was awarded the contract to provide all emergency and non-emergency medical transportation
services within Doña Ana County during the third quarter of fiscal 2003, unseating the incumbent provider. On a smaller scale, our Southeast EMS Group secured a new emergency ambulance service contract in Loudon County, Tennessee, which is
adjacent to our large base of operations in Knox County. We will continue to evaluate selective opportunities for new growth in the future.



We will market our emergency ambulance services through the pursuit of new contracts and alliances with municipalities, other governmental entities,
hospital-based emergency providers, and fire districts. Based on our successful public/private alliance with the City of San Diego, our ambulance service contract in Aurora, Colorado, and contracts with numerous Arizona municipalities, we believe
that contracting may provide a cost-effective approach to expansion into certain existing and new service areas. We believe that our strategic public/private alliances can provide operating economies, coordination of the delivery of services,
efficiencies in the use of personnel and equipment, and enhanced levels of service, while saving taxpayer dollars. We will continue to seek such mutually beneficial public/private alliances and municipal contracts in existing and, to a limited
extent, new service areas.



ITEM 2.Properties



Facilities and Equipment



We lease our
principal executive offices in Scottsdale, Arizona. In those areas where we provide ambulance and fire services, we also lease facilities at which we base and maintain ambulances and fire apparatus. We also own 14 facilities within our service
areas. Rental expense totaled $11.5 million, $11.5 million, and $12.1 million in fiscal 2003, 2002 and 2001, respectively. At October 3, 2003, our fleet included approximately 1,350 owned and 225 leased ambulances and alternative transportation
vehicles, 120 owned and 30 leased fire vehicles, and 250 owned and 20 leased other vehicles. We use a combination of in-house and outsourced maintenance services to maintain our fleet, depending on the size of the market and the availability of
quality outside maintenance services.



ITEM 3.Legal Proceedings



From time to time, we are subject to litigation and regulatory investigations arising in the ordinary course of business. We believe that the resolution of currently pending litigation and regulatory investigations
will not have a material adverse effect on our business, financial condition, results of operations and cash flows. However, we are unable to predict with certainty the outcome of such matters. In some pending cases, our insurance coverage may not
be adequate to cover all liabilities in excess of our deductible or self-insured retention arising out of such claims. In addition, due to the nature of our business, CMS and other regulatory agencies are expected to continue their practice of
performing periodic reviews and initiating investigations related to our compliance with billing regulations. Unfavorable resolutions of pending or future litigation, regulatory reviews and/or investigations, either individually or in the aggregate,
could have a material adverse effect on our business, financial condition, results of operations and cash flows.



Haskell v. Rural/Metro Corporation, et al. and Ruble v. Rural/Metro Corporation



We, Warren S. Rustand, our former Chairman of the Board and Chief Executive Officer, James H. Bolin, our former Vice
Chairman of the Board, and Robert E. Ramsey, Jr., our former Executive Vice President and former Director, were named as defendants in two purported class action lawsuits: HASKELL V. RURAL/METRO CORPORATION, ET AL., Civil Action No. C-328448
filed on August 25, 1998 in Pima County, Arizona Superior Court and RUBLE V. RURAL/METRO CORPORATION, ET AL., CIV 98-413-TUC-JMR filed on September 2, 1998 in United States District Court for the District of Arizona. The two lawsuits, which
contained virtually identical allegations, were brought on behalf of a class of persons who purchased our publicly traded securities including our common stock between April 24, 1997 and June 11, 1998. Haskell v. Rural/Metro sought unspecified
damages under the Arizona Securities Act, the Arizona Consumer Fraud Act, and under Arizona common law fraud, and also sought punitive damages, a constructive trust, and other injunctive relief. Ruble v. Rural/Metro sought unspecified damages under
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended. The complaints in both actions



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alleged that between April 24, 1997 and June 11, 1998 the defendants issued certain false and misleading statements regarding certain aspects of our
financial status and that these statements allegedly caused our common stock to be traded at artificially inflated prices. The complaints also alleged that Mr. Bolin and Mr. Ramsey sold stock during this period, allegedly taking advantage of inside
information that the stock prices were artificially inflated.



On April 17, 2003, we and the individual defendants agreed to settle the Ruble v. Rural/Metro and Haskell v. Rural/Metro cases with plaintiffs, subject to notice to the class and final court approval. Our primary and excess directors and
officers insurance carriers funded the settlement on June 5, 2003 by depositing the funds in a designated escrow account and waived any claims for reimbursement of the funds subject to final court approval of the class action settlement. On August
20, 2003, the plaintiffs submitted an application for preliminary approval of the class action settlement. On September 3, 2003, the court signed an order granting preliminary approval of the stipulated settlement and set forth a schedule for the
events required for final settlement approval, including notice to the class, requests for exclusion, written objections and responses. The hearing for consideration of the final settlement agreement is scheduled for December 9, 2003.



In the settlement agreement, we and the individual defendants expressly
denied all charges of liability or wrongdoing and continued to assert that at all relevant times we and the individual defendants acted in good faith and in a manner they reasonably believed to be in the best interests of us and our stockholders.



Springborn et al. v. Rural/Metro Corporation, et al.



We, Arthur Andersen LLP, Cor Clement and Jane Doe Clement, Randall L.
Harmsen and Jane Doe Harmsen, Warren S. Rustand and Jane Doe Rustand, James H. Bolin and Jane Doe Bolin, Jack E. Brucker and Jane Doe Brucker, Robert B. Hillier and Jane Doe Hillier, John S. Banas III and Jane Doe Banas, Louis G. Jekel and Karen
Whitmer, Mary Anne Carpenter and John Doe Carpenter, William C. Turner and Jane Doe Turner, Henry G. Walker and Jane Doe Walker, Louis A. Witzeman and Jane Doe Witzeman, John Furman and Jane Doe Furman, and Mark Liebner and Jane Doe Liebner were
named as defendants in a purported class action lawsuit: STEVEN A. SPRINGBORN V. RURAL/METRO CORPORATION, ET AL., Civil Action No. CV 2002-019020 filed on September 30, 2002 in Maricopa County, Arizona Superior Court. The lawsuit was brought on
behalf of employee firefighters in Maricopa County who participated in our Employee Stock Ownership Plan (ESOP), Employee Stock Purchase Plan (ESPP) and/or Retirement Savings Value Plan (401(k) Plan),
collectively, the Plans. The action purports to cover a class period of July 1, 1996 through June 30, 2001. The plaintiffs amended the Complaint on October 17, 2002 adding Barry Landon and Jane Doe Landon as defendants and making certain
additional allegations and claims. The primary allegations of the complaint included violations of various state and federal securities laws, breach of contract, common law fraud, and mismanagement of the Plans. The plaintiffs sought unspecified
compensatory and punitive damages.



On October 30, 2002,
defendant Arthur Andersen LLP removed the action to the United States District Court, District of Arizona, CIV-02-2183-PHX-JWS. We and the individual defendants consented to this removal. On February 21, 2003, we and our current directors and
officers moved to dismiss the amended complaint, and our former directors and officers subsequently joined in this motion.



On July 29, 2003, the court granted the motion to dismiss, which disposed of all claims against us and our current and former officers and directors. On
August 28, 2003, plaintiffs filed a notice of appeal from the courts July 29, 2003 order to the Ninth Circuit. The court has yet to consider and rule upon defendant Arthur Andersens motion to dismiss.



Legion Insurance Company and Reliance Insurance Company



With regard to certain issues relating to the liquidation of Legion
Insurance Company (Legion) and Reliance Insurance Company (Reliance) that are being litigated before the Commonwealth Court of Pennsylvania, please see Managements Discussion and Analysis of Financial Condition and Results of Operations
 Liquidity and Capital Resources for additional information.



ITEM 4.Submission of Matters to a Vote of Security Holders



Not applicable.



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PART II



ITEM 5.Market for the Registrants Common Equity and Related Stockholder Matters



Our common stock trades on the Nasdaq SmallCap Market pursuant to a conditional listing under the symbol RUREC. If we meet the requirements associated
with our conditional listing upon filing of this Report on Form 10-K and meet the requirements for continued listing, then we will resume trading on the Nasdaq SmallCap Market under the symbol RURL. See Risk Factors  We may be delisted
from the Nasdaq SmallCap Market.



The following table
sets forth the high and low sale prices of the common stock for the fiscal quarters indicated.



|                         |  | High |      | Low
|------------------------ |  | ---- | ---- | ---
|Year Ended June 30, 2002 |  |      |      |    
|First quarter            |  | $    | 0.97 |    
|Second quarter           |  | $    | 0.74 |    
|Third quarter            |  | $    | 1.13 |    
|Fourth quarter           |  | $    | 4.75 |    
|                         |  |     
|Year Ended June 30, 2003 |  |      |      |    
|First quarter            |  | $    | 3.85 |    
|Second quarter           |  | $    | 3.40 |    
|Third quarter            |  | $    | 2.33 |    
|Fourth quarter           |  | $    | 1.50 |    



On October 3, 2003,
the closing sale price of our common stock was $1.40 per share. On October 3, 2003, there were approximately 1,015 holders of record of our common stock.



Dividend Policy



We have never paid any cash dividends on our common stock. We currently plan to retain earnings, if any, for use in our business rather than to pay cash
dividends. Payments of any cash dividends in the future will depend on our financial condition, results of operations and capital requirements as well as other factors deemed relevant by our Board of Directors. Our Senior Notes, 2003 Amended Credit
Facility, and Series B and Series C redeemable preferred stock contain restrictions on our ability to pay cash dividends, and future borrowings may contain similar restrictions. See Managements Discussion and Analysis of Financial
Condition and Results of Operations  Liquidity and Capital Resources contained in Item 7 of this Report.



ITEM 6.Selected Financial Data



The following selected financial data for fiscal years 2003, 2002 and 2001 has been derived from our audited consolidated financial statements and should be read in conjunction with Managements Discussion
and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and notes appearing elsewhere in this Report. The selected financial data set forth for fiscal years 1999 and 2000 has been derived from
our unaudited consolidated financial statements.



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|                                                                                                                                                   |  | Years Ended June 30,                  |        
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | -------
|                                                                                                                                                   |  | 2003                                  |        
|                                                                                                                                                   |  |                                       |        
|                                                                                                                                                   |  | (in thousands, except per share data) |        
|Statement of Operations Data                                                                                                                       |  |                                       |        
|Net revenue                                                                                                                                        |  | $                                     | 520,477
|                                                                                                                                                   |  |                                       |        
|Operating expenses                                                                                                                                 |  |                                       |        
|Payroll and employee benefits                                                                                                                      |  |                                       | 284,021
|Provision for doubtful accounts                                                                                                                    |  |                                       | 85,046 
|Depreciation and amortization                                                                                                                      |  |                                       | 13,289 
|Other operating expenses                                                                                                                           |  |                                       | 113,535
|Asset impairment charges (2)                                                                                                                       |  |                                       |       
|Contract termination costs and related asset impairment (2)                                                                                        |  |                                       |       
|Restructuring charge and other (2)                                                                                                                 |  |                                       | (1,421 
|                                                                                                                                                   |  |                                       |        
|Operating income (loss)                                                                                                                            |  |                                       | 26,007 
|Interest expense                                                                                                                                   |  |                                       | (28,012
|Interest income                                                                                                                                    |  |                                       | 197    
|Other income (expense), net                                                                                                                        |  |                                       | 146    
|                                                                                                                                                   |  |                                       |        
|Loss from continuing operations before income taxes, minority interest, extraordinary loss and cumulative effect of change in
accounting principle |  |                                       | (1,662 
|Income tax (provision) benefit                                                                                                                     |  |                                       | (197   
|Minority interests                                                                                                                                 |  |                                       | (1,507 
|                                                                                                                                                   |  |                                       |        
|Income (loss) from continuing operations before extraordinary loss and cumulative effect of change in accounting
principle                         |  |                                       | (3,366 
|Income (loss) from discontinued operations (2) (3)                                                                                                 |  |                                       | 12,332 
|                                                                                                                                                   |  |                                       |        
|Income (loss) before extraordinary loss and cumulative effect of change in accounting principle                                                    |  |                                       | 8,966  
|Extraordinary loss on expropriation of Canadian ambulance service licenses(4)                                                                      |  |                                       |       
|Cumulative effect of change in accounting principle (5)                                                                                            |  |                                       |       
|                                                                                                                                                   |  |                                       |        
|Net income (loss)                                                                                                                                  |  |                                       | 8,966  
|Less: Accretion of redeemable preferred stock                                                                                                      |  |                                       | (3,604 
|                                                                                                                                                   |  |                                       |        
|Net income (loss) attributable to common stock                                                                                                     |  | $                                     | 5,362  
|                                                                                                                                                   |  |                                       |        



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|                                                                                                                                                                             |  | Years Ended June 30,                  |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | ------
|                                                                                                                                                                             |  | 2003                                  |       
|                                                                                                                                                                             |  |                                       |       
|                                                                                                                                                                             |  | (in thousands, except per share data) |       
|Basic earnings per share:                                                                                                                                                    |  |                                       |       
|Income (loss) from continuing operations after accretion of redeemable preferred stock but before extraordinary loss and
cumulative effect of change in accounting principle |  | $                                     | (0.44 
|Income (loss) from discontinued operations (3)                                                                                                                               |  |                                       | 0.77  
|                                                                                                                                                                             |  |                                       |       
|Income (loss) before extraordinary loss and cumulative effect of change in accounting principle                                                                              |  |                                       | 0.33  
|Extraordinary loss on expropriation of Canadian ambulance service licenses (4)                                                                                               |  |                                       |      
|Cumulative effect of change in accounting principle (5)                                                                                                                      |  |                                       |      
|                                                                                                                                                                             |  |                                       |       
|Net income (loss)                                                                                                                                                            |  | $                                     | 0.33  
|                                                                                                                                                                             |  |                                       |       
|Diluted earnings per share:                                                                                                                                                  |  |                                       |       
|Income (loss) from continuing operations after accretion of redeemable preferred stock but before extraordinary loss and
cumulative effect of change in accounting principle |  | $                                     | (0.44 
|Income (loss) from discontinued operations (3)                                                                                                                               |  |                                       | 0.77  
|                                                                                                                                                                             |  |                                       |       
|Income (loss) before extraordinary loss and cumulative effect of change in accounting principle                                                                              |  |                                       | 0.33  
|Extraordinary loss on expropriation of Canadian ambulance service licenses (4)                                                                                               |  |                                       |      
|Cumulative effect of change in accounting principle (5)                                                                                                                      |  |                                       |      
|                                                                                                                                                                             |  |                                       |       
|Net income (loss)                                                                                                                                                            |  | $                                     | 0.33  
|                                                                                                                                                                             |  |                                       |       
|Weighted average number of common shares outstanding:                                                                                                                        |  |                                       |       
|Basic                                                                                                                                                                        |  |                                       | 16,116
|                                                                                                                                                                             |  |                                       |       
|Diluted                                                                                                                                                                      |  |                                       | 16,116
|                                                                                                                                                                             |  |                                       |       



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|                                                     |  | Years Ended June 30, |         
|---------------------------------------------------- |  | -------------------- | --------
|                                                     |  | 2003                 |         
|                                                     |  |                      |         
|                                                     |  | (in thousands)       |         
|Balance Sheet Data                                   |  |                      |         
|                                                     |  |                      |         
|Total assets                                         |  | $                    | 196,166 
|Current portion of long-term debt (6)                |  |                      | 1,329   
|Long-term debt, net of current portion (6)           |  |                      | 305,310 
|Series B redeemable preferred stock                  |  |                      | 7,793   
|Stockholders equity (deficit)                       |  |                      | (208,874
|                                                     |  |                      |         
|Cash Flow Data                                       |  |                      |         
|Cash flow provided by (used in) operating activities |  |                      | 13,146  
|Cash flow provided by (used in) investing activities |  |                      | (7,582  
|Cash flow provided by (used in) financing activities |  |                      | (3,659  

---

|(1) |  | We have restated our consolidated financial statements for the following:
|--- |  | -------------------------------------------------------------------------



Accounts Receivable: As described in Note 2 to our consolidated financial statements, we determined that collections on accounts receivable
relating to medical transportation revenue, primarily revenue recognized prior to fiscal 2001, were substantially less than originally anticipated and the aggregate amounts of provisions for discounts applicable to Medicare, Medicaid and other
third-party payers and for doubtful accounts recognized in such prior years were inadequate. The inadequacy of such provisions caused our period-end allowance for doubtful accounts through March 31, 2003 to be understated and our accounts receivable
to be overstated. We determined that this situation was primarily attributable to inaccurate assumptions utilized in the provision estimation process in use prior to fiscal 2001 as well as in the process utilized to assess the adequacy of the
allowance for doubtful accounts through March 31, 2003.



We determined that our consolidated financial statements for years prior to 2003 required restatement as a result of this matter. The portion of the restatement adjustments relating to discounts applicable to Medicare, Medicaid and other
third-party payers has been reflected as a reduction of net revenue in the respective periods while the portion relating to uncollectible accounts has been reflected as an adjustment to the provision for doubtful accounts in the respective periods.
The after-tax effect of the related restatement adjustments increased our accumulated deficit as of June 30, 1998 by $60.0 million.



Enrollment Fees: We charge an enrollment fee for new subscribers under our fire protection service contracts. We previously recognized these
enrollment fees at the time of billing but have subsequently determined that such fees should be deferred and recognized over the estimated customer relationship period of nine years.



We determined that our consolidated financial statements for years prior to 2003 required restatement as a result of this
matter. The after-tax effect of the related restatement adjustments increased our deferred revenue and accumulated deficit as of June 30, 1998 by $1.3 million. The effect of the restatement adjustments on our operating income (loss) in fiscal 2002,
2001, 2000 and 1999 was immaterial.



San Diego Medical
Services Enterprises, LLC:During the fourth quarter of fiscal 2003, we adopted Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (FIN 46).
FIN 46 requires that variable interest entities or VIEs be consolidated by the primary beneficiary, as that term is defined in FIN 46. We determined that our investment in San Diego Medical Services Enterprise, LLC (SDMSE), the entity formed
with respect to our public/private alliance with the City of San Diego, meets the definition of a VIE and that we are the primary beneficiary. Accordingly, our investment in SDMSE should be consolidated under FIN 46. We had previously accounted for
our investment in SDMSE using the equity method. While consolidation of SDMSE did not impact our



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previously reported net income (loss) or stockholders deficit, our consolidated financial statements of prior periods have been restated for comparative
purposes as allowed by FIN 46.



A summary of the statement of
operations and balance sheet data impacted by the restatement adjustments is provided on the following page. Our historical cash flow data was not impacted by the restatements. See Note 2, Restatement of Consolidated Financial Statements in our
consolidated financial statements included elsewhere in this report.



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|                                        |  | AsPreviouslyReported |          |   | RestatementAdjustments |   |         | As Restated |  |   | AccountingChange(C) |   | Less Latin American Operations |   |          | AsReported | 
|--------------------------------------- |  | -------------------- | -------- | - | ---------------------- | - | ------- | ----------- |  | - | ------------------- | - | ------------------------------ | - | -------- | ---------- | 
|                                        |  |                      | A        |   |                        | B |         |             |  |   |                    
|                                        |  | (in thousands)       |         
|Year ended June 30, 2002:               |  |                      |          |   |                        |   |         |             |  |   |                     |   |                                |   |          |            | 
|Net revenue                             |  | $                    | 497,038  |   |                        | $ | (1,669  | )           |  | $ |                    |   |                                | $ | 495,369  |            | 
|Provision for doubtful accounts         |  |                      | 69,900   |   |                        |   | 871     |             |  |   |                    |   |                                |   | 70,771   |            | 
|Operating income                        |  |                      | 26,806   |   |                        |   | (2,540  | )           |  |   |                    |   |                                |   | 24,266   |            | 
|Net loss                                |  |                      | (45,624  | ) |                        |   | (2,540  | )           |  |   |                    |   |                                |   | (48,164  | )          | 
|Diluted loss per share                  |  | $                    | (2.89    | ) |                        | $ | (0.16   | )           |  | $ |                    |   |                                | $ | (3.05    | )          | 
|                                        |  |                      |          |   |                        |   |        
|At June 30, 2002:                       |  |                      |          |   |                        |   |         |             |  |   |                     |   |                                |   |          |            | 
|Total assets                            |  | $                    | 237,438  |   |                        | $ | (39,147 | )           |  | $ |                    |   |                                | $ | 198,291  |            | 
|Accumulated deficit                     |  |                      | (313,025 | ) |                        |   | (39,147 | )           |  |   | (1,286              | ) |                                |   | (353,458 | )          | 
|                                        |  |                      |          |   |                        |   |        
|Year ended June 30, 2001:               |  |                      |          |   |                        |   |         |             |  |   |                     |   |                                |   |          |            | 
|Net revenue                             |  | $                    | 504,316  |   |                        | $ |        |             |  | $ |                    |   |                                | $ | 504,316  |            | 
|Provision for doubtful accounts         |  |                      | 102,470  |   |                        |   | (21,441 | )           |  |   |                    |   |                                |   | 81,029   |            | 
|Operating loss                          |  |                      | (192,453 | ) |                        |   | 21,441  |             |  |   |                    |   |                                |   | (171,012 | )          | 
|Net loss                                |  |                      | (226,731 | ) |                        |   | 21,441  |             |  |   |                    |   |                                |   | (205,290 | )          | 
|Diluted loss per share                  |  | $                    | (15.38   | ) |                        | $ | 1.46    |             |  | $ |                    |   |                                | $ | (13.92   | )          | 
|                                        |  |                      |          |   |                        |   |        
|At June 30, 2001:                       |  |                      |          |   |                        |   |         |             |  |   |                     |   |                                |   |          |            | 
|Total assets                            |  | $                    | 298,534  |   |                        | $ | (36,607 | )           |  | $ |                    |   |                                | $ | 261,927  |            | 
|Accumulated deficit                     |  |                      | (267,401 | ) |                        |   | (36,607 | )           |  |   | (1,286              | ) |                                |   | (305,294 | )          | 
|                                        |  |                      |          |   |                        |   |        
|Year ended June 30, 2000:               |  |                      |          |   |                        |   |         |             |  |   |                     |   |                                |   |          |            | 
|Net revenue                             |  | $                    | 570,074  |   |                        | $ | (22,621 | )           |  | $ |                    |   |                                | $ | 547,453  |            | 
|Provision for doubtful accounts         |  |                      | 160,623  |   |                        |   | (61,657 | )           |  |   |                    |   |                                |   | 98,966   |            | 
|Operating loss                          |  |                      | (109,320 | ) |                        |   | 39,036  |             |  |   |                    |   |                                |   | (70,284  | )          | 
|Net loss                                |  |                      | (101,273 | ) |                        |   | 39,036  |             |  |   |                    |   |                                |   | (62,237  | )          | 
|Diluted loss per share                  |  | $                    | (6.94    | ) |                        | $ | 2.67    |             |  | $ |                    |   |                                | $ | (4.27    | )          | 
|                                        |  |                      |          |   |                        |   |        
|At June 30, 2000:                       |  |                      |          |   |                        |   |         |             |  |   |                     |   |                                |   |          |            | 
|Total assets                            |  | $                    | 491,217  |   |                        | $ | (58,048 | )           |  | $ |                    |   |                                | $ | 433,169  |            | 
|Accumulated deficit                     |  |                      | (40,670  | ) |                        |   | (58,048 | )           |  |   | (1,286              | ) |                                |   | (100,004 | )          | 
|                                        |  |                      |          |   |                        |   |        
|Year ended June 30, 1999:               |  |                      |          |   |                        |   |         |             |  |   |                     |   |                                |   |          |            | 
|Net revenue                             |  | $                    | 561,366  |   |                        | $ | (23,336 | )           |  | $ |                    |   |                                | $ | 538,030  |            | 
|Provision for doubtful accounts         |  |                      | 81,227   |   |                        |   | 13,719  |             |  |   |                    |   |                                |   | 94,946   |            | 
|Operating income                        |  |                      | 48,171   |   |                        |   | (37,055 | )           |  |   |                    |   |                                |   | 11,116   |            | 
|Net income (loss)                       |  |                      | 15,464   |   |                        |   | (37,055 | )           |  |   |                    |   |                                |   | (21,591  | )          | 
|Diluted income (loss) per share         |  | $                    | 1.07     |   |                        | $ | (2.56   | )           |  | $ |                    |   |                                | $ | (1.49    | )          | 
|                                        |  |                      |          |   |                        |   |        
|At June 30, 1999:                       |  |                      |          |   |                        |   |         |             |  |   |                     |   |                                |   |          |            | 
|Total assets                            |  | $                    | 579,907  |   |                        | $ | (97,084 | )           |  | $ |                    |   |                                | $ | 482,823  |            | 
|Retained earnings (accumulated deficit) |  |                      | 60,603   |   |                        |   | (97,084 | )           |  |   | (1,286              | ) |                                |   | (37,767  | )          | 

---

Restatement
Adjustments:



ATo adjust provisions for discounts applicable to
Medicare, Medicaid and other third-party payers and doubtful accounts.

BTo defer enrollment fees relating to new fire protection service contracts.

CAdoption of FIN 46 and related consolidation of investment in San Diego Medical Services Enterprises LLC.



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|(2) |  | During the year ended June 30, 2001, the Company recorded asset impairments, restructuring and other charges totaling $122.1 million, including $46.3 million relating to its Latin
American operations which were disposed of in September 2002. See Note 5, Asset Impairments, Restructuring and Other Charges (Credits), in our consolidated financial statements. During the year ended June 30, 2000, the Company recorded restructuring
charges totaling $32.9 million relating to its decision to exit certain underperforming service areas.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) |  | Effective September 27, 2002, the Company sold its Latin American operations to local management in exchange for the assumption of such operations net liabilities. The gain on
the disposition totaled $12.5 million. For financial reporting purposes, the Companys former Latin American operations have been classified as discontinued operations. See Note 4, Disposition of Latin American Operations in our consolidated
financial statements.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) |  | During the year ended June 30, 2000, we recorded an extraordinary loss on the expropriation of Canadian ambulance service licenses of approximately $1.2 million (net of $0 of income
taxes). We received approximately $2.2 million from the Ontario Ministry of Health as compensation for the loss of license and incurred costs and wrote-off assets, mainly goodwill, totaling $3.4 million.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) |  | Effective July 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and Intangible Assets (SFAS 142). In connection with the adoption of SFAS
142, the Company discontinued amortizing its goodwill effective July 1, 2001. Additionally, the Company recognized an approximate $49.5 million transitional impairment charge (both before and after tax), which has been reflected as the cumulative
effect of change in accounting principle in fiscal 2002. See Note 7, Goodwill, in our consolidated financial statements.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Effective July 1, 1999, the Company changed its method of accounting for start-up costs, including organization costs. In connection with that change, the Company wrote-off $0.9
million of previously capitalized organization costs ($0.5 million after tax benefits) and classified such charge as the cumulative effect of change in accounting principle in 2000.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) |  | Our current liabilities exceeded our current assets at June 30, 2001 and 2000 as a result of the classification of amounts outstanding under our revolving credit facility and our
77/8% Senior Notes due 2008 (Senior Notes) as current liabilities. Such classification resulted from the fact
that we were not in compliance with certain of the covenants contained in our revolving credit agreement and because of the related provisions contained in the agreement relating to our Senior Notes. Amounts outstanding under our revolving credit
facility and our Senior Notes were classified as long-term liabilities as of June 30, 2003 and 2002 as a result of amendments to our credit facility the most recent of which became effective September 26, 2003. Such amendments waived previous
covenant violations and extended the maturity date of the credit facility from March 16, 2003 to December 31, 2006. See Note 12, Long-Term Debt, in our consolidated financial statements.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM 7.Managements Discussion and Analysis of Financial Condition and Results of Operations



The following discussion and analysis should be read in conjunction with our Selected Financial Data and our Consolidated
Financial Statements and notes appearing elsewhere in this Report.



Restatement of Consolidated Financial Statements



We have restated our consolidated financial statements for the following:



Accounts Receivable



As described in Note 2 to
our consolidated financial statement, we determined that collections on accounts receivable relating to medical transportation revenue, primarily revenue recognized prior to fiscal 2001, were substantially less than originally anticipated and the
aggregate amount of provisions for discounts applicable to Medicare, Medicaid and other third-party payers and for doubtful accounts recognized in such prior years were inadequate. The inadequacy of such provisions caused our period-end allowance
for doubtful accounts through March 31, 2003 to be understated and our accounts receivable to be overstated. We determined that this situation was primarily attributable to inaccurate assumptions utilized in the provision estimation process in use
prior to fiscal 2001 as well as in the process utilized to assess the adequacy of the allowance for doubtful accounts through March 31, 2003.



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We determined that our consolidated financial statements of prior years required restatement as a result
of this matter. The portion of the restatement adjustments relating to discounts applicable to Medicare, Medicaid and other third-party payers has been reflected as a reduction of net revenue in the respective periods while the portion relating to
uncollectible accounts has been reflected as an adjustment to the provision for doubtful accounts in the respective periods. The after-tax effect of the related restatement adjustments increased our accumulated deficit as of June 30, 2000 by $58.0
million.



The restatement adjustments relating to medical
transportation accounts receivable outlined above caused us to violate the minimum tangible net worth covenant contained in our 2002 Amended Credit Facility. This situation also resulted in a delay in the filing of our Quarterly Report on Form 10-Q
for the three months ended March 31, 2003. Such delay caused us to not be in compliance with the financial reporting covenants contained in our 2002 Amended Credit Facility as well as the indenture relating to the Senior Notes. As described in Note
12 to our consolidated financial statements, we negotiated a further amendment to our credit facility effective September 30, 2003. As a result of that amendment, all previous instances of non-compliance were permanently waived. See Liquidity
and Capital Resources.



Enrollment Fees



We charge an enrollment fee for new subscribers under our
fire protection service contracts. We previously recognized these fees at the time of billing but have subsequently determined that such fees should be deferred and recognized over the estimated customer relationship period of nine years.



We determined that our consolidated financial statements of
prior years required restatement as a result of this matter. The after-tax effect of the related restatement adjustments increased our deferred revenue and accumulated deficit as of June 30, 2000 by $1.3 million. The effect of the restatement
adjustments on our operating income (loss) in fiscal 2002 and 2001 was immaterial.



San Diego Medical Services Enterprise LLC



During the fourth quarter of fiscal 2003, we adopted Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (FIN 46). FIN
46 requires that variable interest entities or VIEs be consolidated by the primary beneficiary, as that term is defined in FIN 46. We determined that our investment in San Diego Medical Services Enterprise, LLC, (SDMSE) the entity formed with
respect to our public/private alliance with the City of San Diego, meets the definition of a VIE and that we are the primary beneficiary. Accordingly, our investment in SDMSE should be consolidated under FIN 46. We had previously accounted for our
investment in SDMSE using the equity method. While consolidation of SDMSE did not impact our previously reported net income (loss) or stockholders deficit, our consolidated financial statements of prior periods have been restated for comparative
purposes as allowed by FIN 46.



Disposal of Latin American
Operations



Due to deteriorating economic conditions and
the continued devaluation of the local currency, we reviewed our strategic alternatives with respect to the continuation of operations in Latin America, including Argentina and Bolivia, and determined that we would benefit from focusing on our
domestic operations. Effective September 27, 2002, we sold our Latin American operations to local management in exchange for the assumption of such operations net liabilities. The gain on the disposition of our Latin American operations
totaled $12.5 million and is included in income from discontinued operations for the year ended June 30, 2003. The gain includes the assumption by the buyer of net liabilities of $3.3 million (including accounts receivable of $0.6 million and
accrued liabilities of $4.8 million) as well as the recognition of related cumulative translation adjustments of $10.1 million.



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##### Table of Contents

Introduction



We derive our revenue primarily from fees charged for ambulance and fire protection services. We provide ambulance services in response to emergency
medical calls (emergency ambulance services) and non-emergency transport services (general transport services) to patients on both a fee-for-service and nonrefundable subscription fee basis. Per transport revenue depends on various factors,
including the mix of rates between existing markets and new markets and the mix of activity between emergency ambulance services and non-emergency transport services as well as other competitive factors. Fire protection services are provided either
under contracts with municipalities, fire districts or other agencies or on a nonrefundable subscription fee basis to individual homeowners or commercial property owners.



Because of the nature of our ambulance services, it is necessary to respond to a number of calls, primarily emergency
ambulance service calls, which may not result in transports. Results of operations are discussed below on the basis of actual transports because transports are more directly related to revenue. Expenses associated with calls that do not result in
transports are included in operating expenses. The percentage of calls not resulting in transports varies substantially depending upon the mix of non-emergency ambulance and emergency ambulance service calls in individual markets and is generally
higher in service areas in which the calls are primarily emergency ambulance service calls. Rates in our markets take into account the anticipated number of calls that may not result in transports. We do not separately account for expenses
associated with calls that do not result in transports.



Critical Accounting Estimates and Judgments



Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of
America. In connection with the preparation of our financial statements, we are required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, allowance for doubtful accounts, general liability and workers compensation claim reserves. We base our estimates on historical
experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions.



We have identified the following accounting policies as critical to our business operations and the understanding of our results of operations. The impact of these policies on our business operations is discussed
throughout Managements Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results. The discussion below is not intended to be a comprehensive list of our
accounting policies. For a detailed discussion on the application of these and other accounting policies, see Note 1 to our consolidated financial statements, which contains accounting policies and other disclosures required by accounting principles
generally accepted in the United States of America.



Medical
Transportation and Revenue Recognition Ambulance and alternative transportation service fees are recognized when services are provided and are recorded net of discounts applicable to Medicare, Medicaid, and other third-party payers.
Because of the length of the collection cycle with respect to ambulance and alternative transportation service fees, it is necessary to estimate the amount of these discounts at the time revenue is recognized. Discounts are estimated based on
historical collection data, historical write-off activity and current relationships with payers, within each service area. Estimated discounts are translated into a percentage of gross revenue, which is applied to calculate the provision. If the
historical data used to calculate these estimates does not properly reflect the ultimate collectibility of the current revenue stream, revenue could be overstated or understated. Discounts applicable to Medicare, Medicaid and other third-party
payers, which are reflected as a reduction of medical transportation revenue, totaled $160.0 million, $148.2 million and $145.9 million for the years ended June 30, 2003, 2002 and 2001, respectively.



Provision for Doubtful Accounts for Medical Transportation Revenue
 Ambulance and alternative transportation service fees are billed to various payer sources. As discussed above, discounts applicable to Medicare, Medicaid and other third-party payers are recorded as reductions of gross revenue. We also
estimate provisions related to the potential uncollectibility of amounts billed to other payers based on historical collection data and historical write-off activity



29



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within each service area. The provision for doubtful accounts percentage that is applied to ambulance and alternative
transportation service fee revenue is calculated as the difference between the total expected collection percentage less percentages applied for discounts applicable to Medicare, Medicaid and other third-party payers described above. If historical
data used to calculate these estimates does not properly reflect the ultimate collectibility of the current revenue stream, the provision for doubtful accounts may be overstated or understated. The provision for doubtful accounts on ambulance and
alternative transportation service revenue totaled $84.9 million, $77.7 million and $82.1 million for the fiscal years ended June 30, 2003, 2002 and 2001, respectively.



Workers Compensation Reserves  Beginning May 1, 2002, we purchased corporate-wide workers
compensation insurance policies, for which we pay premiums that can be adjusted upward or downward at certain intervals based upon a retrospective review of incurred losses. Each of these annual policies covers all workers compensation claims
made by employees of our domestic subsidiaries. Under such policies, we have no obligation to pay any deductible amounts on claims occurring during the policy period. Accordingly, provisions for workers compensation expense for claims arising
on and after May 1, 2002 are reflective of premium costs only. Prior to May 1, 2002, our workers compensation policies included a deductible obligation with no aggregate limit. Claims relating to these policy years remain outstanding. Claim
provisions were estimated based on historical claims data and the ultimate projected value of those claims. For claims occurring prior to May 1, 2002, our third-party administrator established initial estimates at the time a claim was reported and
periodically reviews the development of the claim to confirm that the estimates are adequate. We engage independent actuaries to assist us in the determination of our workers compensation claims reserves. If the ultimate development of these
claims is significantly different than has been estimated, the related reserves for workers compensation claims could be overstated or understated. Reserves related to workers compensation claims totaled $11.3 million and $15.9 million
at June 30, 2003 and 2002, respectively.



General Liability
Reserves  We are subject to litigation arising in the ordinary course of our business. In order to minimize the risk of our exposure, we maintain certain levels of coverage for comprehensive general liability, automobile liability, and
professional liability. These policies currently are, and historically have been, underwritten on a deductible basis. Provisions are made to record the cost of premiums as well as that portion of the claims that is our responsibility. Our
third-party administrator establishes initial estimates at the time a claim is reported and periodically reviews the development of the claim to confirm that the estimates are adequate. We engage independent actuaries to assist us in the
determination of our general liability claim reserves. If the ultimate development of these claims is significantly different than has been estimated, the reserves for general liability claims could be overstated or understated. Reserves related to
general liability claims totaled $13.9 million and $15.4 million at June 30, 2003 and 2002, respectively.



Asset Impairment - We review our property and equipment for impairment whenever events or changes in circumstances indicate that the related
carrying amounts may not be recoverable, by comparing the carrying amount of such assets to the estimated undiscounted future cash flows associated with them. In cases where the estimated undiscounted cash flows are less than the related carrying
amount, an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value of the assets. The fair value is determined based on the present value of estimated future cash flows using a discount rate commensurate with
the risks involved.



Our goodwill balances are reviewed
annually (and interim periods if events or circumstances indicate that the related carrying amount may be impaired). Goodwill impairment is reviewed using a two step process. The first step of the goodwill impairment test used to identify potential
impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second
step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test must be performed to measure the amount of impairment loss, if any. The second step of the
goodwill impairment test compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business
combination. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.



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##### Table of Contents

Results of Operations



The following table sets forth certain items from our consolidated statement of operations expressed as a percentage of net revenue for fiscal years 2003,
2002, and 2001:



|                                                                                                                               |  | Years Ended June 30, |  
|------------------------------------------------------------------------------------------------------------------------------ |  | -------------------- | -
|                                                                                                                               |  | 2003                 |  
|                                                                                                                               |  |                      |  
|Net revenue                                                                                                                    |  | 100.0                | %
|Operating expenses:                                                                                                            |  |                      |  
|Payroll and employee benefits                                                                                                  |  | 54.6                 |  
|Provision for doubtful accounts                                                                                                |  | 16.3                 |  
|Depreciation and amortization                                                                                                  |  | 2.5                  |  
|Other operating expenses                                                                                                       |  | 21.8                 |  
|Asset impairment charges                                                                                                       |  |                     |  
|Contract termination costs and related asset impairment charges                                                                |  |                     |  
|Restructuring and other                                                                                                        |  | (0.2                 | )
|                                                                                                                               |  |                      |  
|Operating income (loss)                                                                                                        |  | 5.0                  |  
|Interest expense                                                                                                               |  | (5.4                 | )
|Interest income                                                                                                                |  | 0.0                  |  
|Other income (expense), net                                                                                                    |  | 0.0                  |  
|                                                                                                                               |  |                      |  
|Loss from continuing operations before income taxes, minority interest and cumulative effect of change in accounting principle |  | (0.4                 | )
|Income tax (provision) benefit                                                                                                 |  | 0.0                  |  
|Minority interest                                                                                                              |  | (0.3                 | )
|                                                                                                                               |  |                      |  
|Loss from continuing operations before cumulative effect of change in accounting principle                                     |  | (0.7                 | )
|Income (loss) from discontinued operations                                                                                     |  | 2.4                  |  
|                                                                                                                               |  |                      |  
|Income (loss) before cumulative effect of change in accounting principle                                                       |  | 1.7                  |  
|Cumulative effect of a change in accounting principle                                                                          |  |                     |  
|                                                                                                                               |  |                      |  
|Net income (loss)                                                                                                              |  | 1.7                  | %
|                                                                                                                               |  |                      |  

---

|* |  | - Refer to Note 2 of our consolidated financial statements.
|- |  | -----------------------------------------------------------



Year Ended June 30, 2003 Compared To Year Ended June 30, 2002



Net Revenue



Net revenue increased approximately $31.5 million, or 6.4%, from $489.0 million for the year ended June 30, 2002 to $520.5 million for the year ended June
30, 2003.



Medical Transportation and Related Services Medical transportation and related service revenue increased $25.2 million, or 6.0% from $416.9 million for the year ended June 30, 2002 to $442.1 million for the year ended June 30, 2003. This increase is primarily comprised of a $28.0
million increase in same service area revenue attributable to rate increases, call screening and other factors. Additionally, there was a $3.3 million increase in revenue related to two new 911 contracts that began during fiscal 2003 offset by an
$2.0 million decrease related to the loss of the 911 contract in Arlington, Texas and a $4.2 million decrease related to service areas which were closed in fiscal 2002.



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Total transports, including alternative transportation, decreased 45,000 or 3.6% from 1,267,000
(1,122,000 ambulance and 145,000 alternative transportation) for the year ended June 30, 2002 to 1,222,000 (1,122,000 ambulance and 100,000 alternative transportation) for the year ended June 30, 2003. Transports in areas that we served in both
fiscal 2003 and 2002 decreased by approximately 34,000 transports. Additionally, there was an increase of 6,000 transports related to two 911 contracts that began during the fiscal 2003 offset by a 4,000 transport decrease related to the loss of the
911 contract in Arlington and a 13,000 transport decrease related to service areas which were closed in fiscal 2002.



Fire and Other Fire protection services revenue increased by $5.0 million, or 7.9%, from $63.4 million for the year ended June 30, 2002 to
$68.4 million for the year ended June 30, 2003. Fire protection services revenue increased primarily due to rate and utilization increases in our subscription fire programs of $2.6 million, rate increases on existing contracts and additional fire
contracts of $1.5 million and a $0.7 million increase in wild land fire services revenue. We experienced a particularly active wildfire season in the fiscal year ended June 30, 2003.



Other revenue increased by $1.3 million, or 14.9%, from $8.7 million for the year ended June 30, 2002 to $10.0 million for
the year ended June 30, 2003. Other revenue changes relate to changes in revenues from dispatch, fleet, billing, training and home health care services.



Operating Expenses



Payroll and Employee Benefits Payroll and employee benefits expenses increased $14.9 million, or 5.2%, from $269.1 million for the year
ended June 30, 2002 to $284.0 million for the year ended June 30, 2003 but remained consistent as a percentage of net revenue between years. The increase is primarily related to increased health insurance costs of $2.5 million primarily due to
increased health insurance claims, increased workers compensation expense of $2.4 million related to increased insurance rates and general wage increases. We expect that our labor costs will continue to increase.



Provision for Doubtful Accounts The provision for doubtful
accounts includes provision for ambulance and alternative transportation service revenue as well as non-transport related revenue. The provision for doubtful accounts increased $7.3 million, or 9.4%, from $77.7 million, or 15.9% of net revenue, for
the year ended June 30, 2002 to $85.0 million, or 16.3% of net revenue, for the year ended June 30, 2003.



The provision for doubtful accounts as a percentage of ambulance and alternative transportation service revenue has remained relatively consistent with
the prior year. The provision for doubtful accounts as a percentage of ambulance and alternative transportation service revenue was 19.2% for the year ended June 30, 2003 and 18.6% for the year ended June 30, 2002. The increase in the provision for
doubtful accounts as a percentage of ambulance and alternative transportation revenue relates to the changes in the mix of the relationship between Medicare, Medicaid and other third-party payer discounts and doubtful accounts.



A summary of activity in our allowance for doubtful accounts during the
fiscal years ended June 30, 2003 and 2002 is as follows (in thousands):



|                                                |  | June 30, |        
|----------------------------------------------- |  | -------- | -------
|                                                |  | 2003     |        
|                                                |  |          |        
|Balance at beginning of year                    |  | $        | 37,966 
|Provision for doubtful accounts  Domestic      |  |          | 85,046 
|Provision for doubtful accounts - Latin America |  |          |       
|Write-offs related to doubtful accounts         |  |          | (74,590
|                                                |  |          |        
|Balance at end of year                          |  | $        | 48,422 
|                                                |  |          |        

---

|* |  | Refer to Note 2, of our consolidated financial statements.
|- |  | ----------------------------------------------------------





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Depreciationand Amortization  Depreciation and amortization decreased $3.0 million,
or 18.4%, from $16.3 million for the year ended June 30, 2002 to $13.3 million for the year ended June 30, 2003, primarily due to assets becoming fully depreciated. Depreciation and amortization decreased from 3.3% of net revenue for the year ended
June 30, 2002 to approximately 2.5% of total revenue for the year ended June 30, 2003.



Other Operating Expenses Other operating expenses consist primarily of rent and related occupancy expenses, vehicle and equipment maintenance and repairs, insurance, fuel and supplies, travel, and
professional fees. Other operating expenses increased $10.2 million, or 9.9%, from $103.3 million for the year ended June 30, 2002 to $113.5 million for the year ended June 30, 2003. The increase in other operating expenses is primarily due to
increases in general liability insurance expenses of $6.1 million due to increased premium rates, professional fees of $1.6 million related to the amendment of our credit facility on September 30, 2002 and general increases in other operating
expense categories. Other operating expenses increased from 21.1% of total revenue for the year ended June 30, 2002 to 21.8% of total revenue for the year ended June 30, 2003.



Restructuring and Other Fiscal 2003 includes the reversal of restructuring charges of $1.4 million originally
recorded in fiscal 2001. The restructuring charge recorded in fiscal 2001 included $1.5 million for severance, lease termination and other costs relating to an under performing service area that we had planned to exit at the time of contract
expiration in December 2001. During fiscal 2002, the contract was extended for a one-year period at the request of the municipality to enable it to transition medical transportation service to a new provider. In connection with the contract
extension, we reversed $0.2 million of previously accrued lease termination costs relating to the extension period, which was reflected as a credit to restructuring and other in the consolidated statement of operations for fiscal 2002. The operating
environment in this service area improved, and in November 2002 we were awarded a new multi-year contract. As a result, the remaining reserve of $1.3 million was released to income during fiscal 2003. In addition to this reversal, several other
individually insignificant adjustments were made to prior restructuring charges in fiscal 2003.



A summary of activity in the restructuring reserve, which is included in accrued liabilities in the consolidated balance sheet, is as follows (in
thousands):



|                         |  | Severance Costs |        |   | Lease Termination Costs |   |        | Other Exit Costs |  |   | Total |  
|------------------------ |  | --------------- | ------ | - | ----------------------- | - | ------ | ---------------- |  | - | ----- | -
|Balance at June 30, 2001 |  | $               | 1,834  |   |                         | $ | 3,234  |                  |  | $ | 1,101 |  
|Fiscal 2002 usage        |  |                 | (1,025 | ) |                         |   | (1,172 | )                |  |   | (951  | )
|Adjustments              |  |                 | (52    | ) |                         |   | (548   | )                |  |   | (118  | )
|                         |  |                 |        |   |                         |   |        |                  |  |   |       |  
|Balance at June 30, 2002 |  |                 | 757    |   |                         |   | 1,514  |                  |  |   | 32    |  
|Fiscal 2003 usage        |  |                 | (29    | ) |                         |   | (207   | )                |  |   | (71   | )
|Adjustments              |  |                 | (718   | ) |                         |   | (732   | )                |  |   | 39    |  
|                         |  |                 |        |   |                         |   |        |                  |  |   |       |  
|Balance at June 30, 2003 |  | $               |       |   |                         | $ | 575    |                  |  | $ |      |  
|                         |  |                 |        |   |                         |   |        |                  |  |   |       |  



The restructuring
reserve as of June 30, 2003 relates to lease termination costs for which payments will be made through December 2006.



Interest Expense Interest expense increased by approximately $2.5 million, or 9.8%, from $25.5 million for the year ended June 30, 2002 to
$28.0 million for the year ended June 30, 2003. This increase was primarily due to increased interest rates resulting from the renegotiation of our credit facility in September 2002. Amortization of deferred financing costs totaled $2.0 million for
the year ended June 30, 2003 compared to $0.7 million for the year ended June 30, 2002. See further discussion of the 2002 Amended Credit Facility in Liquidity and Capital Resources.



Interest Income Interest income decreased $0.4 million or 66.7%
from $0.6 million for the year end June 30, 2002 to $0.2 million for the year ended June 30, 2003. The year ended June 30, 2002 included $0.5 million of income received in conjunction with an income tax refund.



Income Taxes We recorded an income tax provision of $0.2
million in 2003 compared to an income tax benefit of $2.5 million in 2002. The income tax benefit in 2002 resulted from federal income tax refunds of $0.6



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million resulting from legislation that allowed us to carry back a portion of our net operating losses to prior years as
well as refunds of $1.6 million applicable to prior years for which recognition had been deferred until receipt. We did not recognize the future income tax benefits attributable to our domestic net operating losses in either 2003 or 2002 as it is
more likely than not that the related benefits will not be realized.



Income (Loss) From Discontinued Operations  Due to deteriorating economic conditions and the continued devaluation of the local currency, we reviewed our strategic alternatives with respect to the continuation of operations in
Latin America, including Argentina and Bolivia, and determined that we would benefit from focusing on our domestic operations. Effective September 27, 2002, we sold our Latin American operations to local management in exchange for the assumption of
net liabilities. The gain on the disposition of our Latin American operations totaled $12.5 million and is included in income from discontinued operations for the year ended June 30, 2003. Medical transportation and related service revenue related
to our Latin American operations totaled $2.1 million and $23.9 million for the years ended June 30, 2003 and 2002, respectively. Fire and Other revenue related to our Latin American operations totaled $0.3 million and $1.5 million for the years
ended June 30, 2003, and 2002 respectively. Our Latin American operations generated a net loss of $156,000 through September 27, 2002 and net income of $1.0 million for the year ended June 30, 2002.



Cumulative Effect of Change in Accounting Principle  We adopted
the new rules on accounting for goodwill and other intangible assets effective July 1, 2001. Under the transitional provisions of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, we
performed impairment tests on the net goodwill and other intangible assets associated with each of our reporting units with the assistance of independent valuation experts and determined that a transitional goodwill impairment charge of $49.5
million, both before and after tax, was required. The impairment charge primarily related to our domestic medical transportation and related services segment. See Note 7 of our consolidated financial statements for further discussion of the effect
of the adoption of this accounting principle.



Year Ended June 30, 2002
Compared To Year Ended June 30, 2001



Net Revenue



Net revenue increased $9.6 million, or 2.0%, from $479.4
million for the year ended June 30, 2001 to $489.0 million for the year ended June 30, 2002.



Medical Transportation and Related Services Medical transportation and related service revenue increased $8.7 million, or 2.1%, from $408.2 million for the year ended June 30, 2001 to $416.9 million for
the year ended June 30, 2002. This increase is comprised of a $23.5 million increase in same service area revenue attributable to rate increases, call screening and other factors. Additionally, there was a $2.6 million increase in revenue related to
a 911 contract that began during the second quarter of fiscal 2001 offset by an $8.5 million decrease related to the loss of 911 contracts in Arlington, Texas and Lincoln, Nebraska and a $9.6 million decrease related to the closure of service areas
in fiscal 2000 and fiscal 2001.



Total domestic transports,
including alternative transportation, decreased 66,000, or 5.0%, from 1,333,000 (1,172,000 ambulance and 161,000 alternative transportation) for the year ended June 30, 2001 to 1,267,000 (1,222,000 ambulance and 145,000 alternative transportation)
for the year ended June 30, 2002. The loss of 911 contracts in Arlington, Texas and Lincoln, Nebraska accounted for a decrease of approximately 19,000 transports. The closure of service areas in fiscal 2000 and 2001 accounted for a decrease of
approximately 32,000 transports. Transports in areas that we served in both the year ended June 30, 2002 and 2001 decreased by approximately 18,000 transports. These decreases were offset by an increase of approximately 3,000 transports related to a
911 contract that began during the second quarter of fiscal 2001.



Fire and Other Fire protection services revenue increased by $3.0 million, or 5.0%, from $60.4 million for the year ended June 30, 2001 to $63.4 million for the year ended June 30, 2002. Fire protection services revenue
increased primarily due to rate and utilization increases in our subscription fire programs of $2.1 million, increased contracting activity by our specialty fire protection group of $766,000 and a $620,000 increase in wild land fire services
revenue. We experienced a particularly active wildfire season in the latter part of fiscal 2002.



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Other Revenue Other revenue decreased by $2.1 million, or 19.4%, from $10.8 million for the
year ended June 30, 2001 to $8.7 million for the year ended June 30, 2002. The decrease in other revenue results from changes in the composition of revenues from dispatch, fleet, billing, training and home health care services between years.



Operating Expenses



Payroll and Employee Benefits Payroll and employee benefits
expenses decreased $2.9 million, or 1.1%, from $272.0 million for the year ended June 30, 2001 to $269.1 million for the year ended June 30, 2002. Payroll and employee benefits decreased from 56.7% of net revenue for the year ended June 30, 2001 to
55.0% of net revenue for the year ended June 30, 2002. This decrease is primarily attributable to the net impact of payroll and benefit increases resulting from contract renegotiations, service area expansions and wage rate increases ($19.5 million)
offset by the impact of prior-year service area closures ($8.3 million), and the absence in 2002 of prior-year increases in health insurance reserves ($5.4 million) and accrued paid-time-off ($3.0 million).



Provision for Doubtful Accounts The provision for doubtful
accounts includes provision for ambulance and alternative transportation service revenue as well as non-transport related revenue. The provision for doubtful accounts decreased $9.2 million, or 10.6%, from $86.9 million, or 18.1% of net revenue, for
the year ended June 30, 2001 to $77.7 million, or 15.9% of net revenue, for the year ended June 30, 2002. The provision for the year ended June 30, 2001 included an additional $4.8 million provision related to managements decision to reserve
all outstanding non-transport receivables in excess of 90 days.



The provision for doubtful accounts as a percentage of ambulance and alternative transportation service revenue was 18.6% for the year ended June 30, 2002 and 20.1% for the year ended June 30, 2001. The decrease is reflective of the closure
of underperforming operations and increases in collection rates in the remaining service areas. During fiscal 2002, we continued to focus on improving the quality of our revenue by reducing the amount of un-reimbursed non-emergency ambulance and
alternative transportation transports in selected service areas as well as on previously implemented initiatives to maximize the collection of our accounts receivable.



A summary of activity in our allowance for doubtful accounts during the fiscal years ended June 30, 2002 and 2001 is as
follows (in thousands):



|                                                |  | June 30,       |         
|----------------------------------------------- |  | -------------- | --------
|                                                |  | 2002           |         
|                                                |  | (As Restated*) |         
|Balance at beginning of year                    |  | $              | 60,812  
|Provision for doubtful accounts - Domestic      |  |                | 77,725  
|Provision for doubtful accounts - Latin America |  |                | 155     
|Write-offs related to doubtful accounts         |  |                | (100,726
|                                                |  |                |         
|Balance at end of year                          |  | $              | 37,966  
|                                                |  |                |         

---

|* |  | Refer to Note 2, of our consolidated financial statements.
|- |  | ----------------------------------------------------------



Depreciation and Amortization  Depreciation and amortization decreased $9.4 million, or 36.6%, from $25.7 million for the year ended June 30,
2001 to $16.3 million for the year ended June 30, 2002. We discontinued amortizing goodwill in accordance with our adoption of SFAS No. 142, effective July 1, 2001. As a result, amortization of intangibles decreased $4.6 million to $1.1 million for
the year ended June 30, 2002. Approximately, $1.0 million of the amortization recorded in the year ended June 30, 2002 relates to an adjustment in the estimated lives of certain other intangible assets acquired in previous business combinations.
Amortization is expected to decline as these assets reach the end of their estimated lives. See related discussion of the effect of the adoption of SFAS No. 142 below. In addition, there was a decrease in depreciation expense of $4.8 million
primarily due to asset write-offs during the fourth quarter of fiscal 2001, the disposal of certain assets related to closed operations and a decrease in capital expenditures. Depreciation and amortization decreased from 5.4% of net revenue for the
year ended June 30, 2001 to 3.3% of net revenue for the year ended June 30, 2002.





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Other Operating Expenses Other operating expenses consist primarily of rent and related
occupancy expenses, vehicle and equipment maintenance and repairs, insurance, fuel and supplies, travel, and professional fees. Other operating expenses decreased $28.6 million, or 21.7%, from $131.9 million for the year ended June 30, 2001 to
$103.3 million for the year ended June 30, 2002. Approximately $13.8 million of the decrease relates to charges taken in the fourth quarter of fiscal 2001, including $8.4 million of inventory adjustments as described below, $1.3 million related to a
Medicare audit settlement, $1.0 million related to the write-off of amounts owed to us by a former owner and $3.1 million for several adjustments to certain estimates for prepaid expenses, accrued liabilities and other items that were resolved in
the fourth quarter of fiscal 2001. Additionally, the year ended June 30, 2001 included a charge of $15.0 million recorded for additional general liability reserves related to increases in reserves for reported claims as well as to establish reserves
for claims incurred but not reported as described below. Closure of service areas in fiscal 2000 and 2001, as well as the loss of the 911 contracts in Arlington, Texas and Lincoln, Nebraska, account for $3.1 million of the decrease. Other operating
expenses decreased from 27.5% of net revenue for the year ended June 30, 2001 to 21.1% for fiscal 2002.



Effective January 1, 2001, we refined our methodology for determining reserves related to general liability claims. The changing environment with respect
to the rising cost of claims as well as the cost of litigation prompted a comprehensive review by management of detailed information from external advisors, historical settlement information and analysis of open claims. The new method more closely
approximates the potential outcome of each open claim as well as costs related to the administration of these claims. Additionally, reserves were established for unreported claims based on historical occurrences of claims filed subsequent to the end
of the policy year. For financial reporting purposes, this change was treated as a change in accounting estimate.



Medical, fleet, and fire supplies are maintained in a central warehouse, numerous regional warehouses, and multiple stations, lockers, and vehicles. A
physical inventory of all locations at June 30, 2001 revealed a shortage from recorded levels. Shrinkage, obsolescence, and supplies lost due to closures accounted for most of the shortage. To reduce the recorded inventory to the actual physical
count, an adjustment of approximately $8.4 million was recorded as a component of other operating expenses in fiscal 2001.



Asset Impairment Charges  In connection with the budgeting process for the fiscal year ended June 30, 2002, which was completed in the fourth
quarter of fiscal 2001, we analyzed each cost center within our various service areas not identified for closure or downsizing to determine whether the associated long-lived assets (e.g., property, equipment and goodwill) would be recoverable from
future operating cash flows. Cost centers represent individual operating units within a given service area for which separately identifiable cash flow information is available. We performed this analysis as a result of our expectations of a
challenging health care reimbursement environment as well as anticipated increases in labor and insurance costs with respect to our ambulance operations. This analysis considered the results of operations over the past year as well as the Centers
for Medicare and Medicaid Services (CMS) failure to implement the ambulance fee schedule as of January 1, 2001. The analysis with respect to our Argentine operations included the impact of the deteriorating economic and political environment
as well as information developed by a third party concerning the marketability of these operations during fiscal 2001.



In order to assess recoverability, we estimated the related net future cash flows for each cost center and then compared the resulting undiscounted
amounts to the carrying value of each cost centers long-lived assets (e.g., property and equipment and goodwill). It should be noted that property and equipment balances are specifically identified with each cost center. Additionally, goodwill
is specifically identified with each cost center at the time of acquisition and, therefore, related allocations were not necessary for purposes of performing the impairment analysis.



For those cost centers where estimated future net cash flows on an undiscounted basis were less than the related carrying
amounts of the long-lived assets, an asset impairment was considered to exist. We measured the amount of the asset impairment for each such cost center by discounting the estimated future net cash flows using a discount rate of 18.5% and comparing
the resulting amount to the carrying value of its long-lived assets. Based upon this analysis, we determined that asset impairment charges approximating $94.4 million were required for cost centers within our domestic and Argentine ambulance
operations. The asset impairments were charged directly against the related asset balances. A summary of the related charge is as follows:



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|                               |  | Goodwill       |        | Property, Equipment and Other |   | Total
|------------------------------ |  | -------------- | ------ | ----------------------------- | - | -----
|                               |  | (in thousands)
|Domestic ambulance operations  |  | $              | 41,631 |                               | $ | 6,419
|Argentine ambulance operations |  |                | 44,327 |                               |   | 1,976
|                               |  |                |        |                               |   |      
|Total                          |  | $              | 85,958 |                               | $ | 8,395
|                               |  |                |        |                               |   |      



As a result of the
sale of our Latin American operations in September 2002, the asset impairment charge related to our Argentine ambulance operations is included in the loss from discontinued operations for the year ended June 30, 2001. Effective July 1, 2001 we
changed our method of accounting for goodwill including the manner in which goodwill impairments are assessed. See discussion of Cumulative Effect of Change in Accounting Principle.



Contract Termination Costs and Related Asset Impairment In November 2000, we learned that our exclusive 911
contract in Lincoln, Nebraska would not be renewed effective December 31, 2000 and in connection therewith, we recorded a contract termination charge of $5.2 million. This charge included asset impairments for related goodwill and equipment totaling
$4.3 million (the exclusive 911 contract was acquired in a purchase business combination in fiscal 1995), $0.8 million to cover severance costs associated with terminated employees, and $0.1 million to cover lease terminations and other exit costs.
The Lincoln contract generated net revenue of $4.7 million, operating income of $0.4 million and cash flow of $0.5 million in fiscal 2000, its last full year of operations.



In May 2001, we learned that our exclusive 911 contract in Arlington, Texas would not be renewed effective September 30,
2001 and in connection therewith, we recorded a contract termination charge of $4.1 million. This charge included asset impairments for related goodwill and equipment of $3.9 million (the exclusive 911 contract was acquired in a purchase business
combination in fiscal 1997), $0.1 million to cover severance costs associated with terminated employees, and $0.1 million to cover lease termination and other exit costs. The Arlington contract generated revenue of $8.3 million, operating income of
$0.1 million and cash flow of $0.5 million in fiscal 2001, its last full year of operations.



Restructuring and Other During the fourth quarter of the fiscal year ended June 30, 2001, we decided to close or downsize nine service areas and in connection therewith, recorded restructuring and other
charges totaling $9.1 million. These charges included $1.5 million to cover severance costs associated with the termination of approximately 250 employees, lease termination costs of $2.4 million, asset impairment charges for goodwill of $4.1
million and other exit costs of $1.1 million, respectively, related to the impacted service areas. The service areas selected for closure or downsizing generated net revenue of $17.7 million, operating losses of $4.0 million and negative cash flow
of $3.2 million for the fiscal year ended June 30, 2001.



The
previously mentioned charge included accrued severance, lease termination and other costs totaling $1.5 million relating to an under performing service area that we had planned to exit at the time of contract expiration in December 2001. During
fiscal 2002, the contract was extended for a one-year period at the request of the municipality to enable it to transition medical transportation service to a new provider. In connection with the contract extension, we reversed $0.2 million of
previously accrued lease termination costs relating to the extension period to income in fiscal 2002. In addition to this reversal, several other individually insignificant adjustments were made to the restructuring charges of prior years.



A summary of activity in the restructuring reserve, which is
included in accrued liabilities in the consolidated balance sheets, is as follows (in thousands):



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|                         |  | Severance Costs |        |   | Lease Termination Costs |   |        | Write-Off of Intangible Assets |  |   | Other Exit Costs |   |  | Total |       
|------------------------ |  | --------------- | ------ | - | ----------------------- | - | ------ | ------------------------------ |  | - | ---------------- | - |  | ----- | ------
|Balance at June 30, 2000 |  | $               | 3,529  |   |                         | $ | 3,247  |                                |  | $ |                 |   |  | $     | 1,356 
|Fiscal 2001 charge       |  |                 | 1,475  |   |                         |   | 2,371  |                                |  |   | 4,092            |   |  |       | 1,153 
|Fiscal 2001 usage        |  |                 | (4,531 | ) |                         |   | (1,071 | )                              |  |   | (4,092           | ) |  |       | (1,360
|Adjustments              |  |                 | 1,361  |   |                         |   | (1,313 | )                              |  |   |                 |   |  |       | (48   
|                         |  |                 |        |   |                         |   |        |                                |  |   |                  |   |  |       |       
|Balance at June 30, 2001 |  |                 | 1,834  |   |                         |   | 3,234  |                                |  |   |                 |   |  |       | 1,101 
|Fiscal 2002 usage        |  |                 | (1,025 | ) |                         |   | (1,172 | )                              |  |   |                 |   |  |       | (951  
|Adjustments              |  |                 | (52    | ) |                         |   | (548   | )                              |  |   |                 |   |  |       | (118  
|                         |  |                 |        |   |                         |   |        |                                |  |   |                  |   |  |       |       
|Balance at June 30, 2002 |  | $               | 757    |   |                         | $ | 1,514  |                                |  | $ |                 |   |  | $     | 32    
|                         |  |                 |        |   |                         |   |        |                                |  |   |                  |   |  |       |       



Interest Expense Interest expense decreased by $5.1 million, or 16.7%, from $30.6 million for the year ended June 30, 2001 to $25.5 million for the year ended June 30, 2002. This decrease was primarily caused by lower rates on the revolving credit
facility as well as lower average debt balances.



Other
Income (Expense), Net Other income (expense), net increased $4.0 million from the year ended June 30, 2001 to the year ended June 30, 2002. Other expense in fiscal 2001 included a $4.0 million charge relating to the purchase of the
minority interest of a joint venture partner in one of our ambulance operations. A description of this transaction is included in Note 8 to our consolidated financial statements.



Income Taxes We recognized an income tax benefit of $2.5 million in 2002 compared with an income tax provision
of $1.1 million in 2001. The income tax benefit in 2002 resulted from federal income tax refunds of $0.6 million resulting from recently enacted legislation that allowed us to carry back a portion of our net operating losses to prior years as well
as refunds of $1.6 million applicable to prior years for which recognition was deferred until receipt. We did not recognize the future income tax benefits attributable to our domestic net operating losses in 2002 and 2001 as it is more likely than
not that the related benefits will not be realized.



Income
(Loss) From Discontinued Operations  Due to deteriorating economic conditions and continued devaluation of the local currency, we reviewed our strategic alternatives with respect to the continuation of operations in Latin America,
including Argentina and Bolivia, and determined that we would benefit from focusing on our domestic operations. Effective September 27, 2002, we sold our Latin American operations to local management in exchange for the assumption of net
liabilities. Medical transportation and related service revenue related to our Latin American operations totaled $23.9 million and $41.9 million for the years ended June 30, 2002 and 2001, respectively. Fire and other revenue related to our Latin
American operations totaled $1.5 million and $1.2 million for the years ended June 30, 2002 and 2001, respectively. Our Latin American operations generated net income of $1.0 million for the year ended June 30, 2002 and a net loss of $67.4 million
for the year ended June 30, 2001. The net loss in 2001 included $46.3 million of asset impairment charges and $8.5 million of other operating expenses related to asset write-offs and reserve adjustments as a result of account reconciliations of our
various Argentine subsidiaries. Additionally, we sold our Argentine clinic operations in fiscal 2001 in exchange for a $3.0 million in non-interest bearing note receivable. The note, which required monthly principal payments of $25,000
through April 2011, was included in the disposition of our Latin American operations effective September 27, 2002. The sale resulted in a loss on disposal of $9.4 million, including the write-off of $9.3 million of related goodwill. The clinic
operations generated revenue of $4.0 million, operating losses of $1.5 million, and negative cash flow of $0.9 million during fiscal 2001.



Cumulative Effect of Change in Accounting Principle  We adopted new rules on accounting for goodwill and other intangible assets effective
July 1, 2001. Under the transitional provisions of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, we performed impairment tests on the net goodwill and other intangible assets associated
with each of our reporting units with the assistance of independent valuation experts and determined that a transitional goodwill impairment charge of $49.5 million both before and after taxes, was required. The impairment charge primarily related
to our medical transportation and related services segment. See Note 7 of our consolidated financial statements for further discussion of the effect of the adoption of this accounting principle.



Liquidity and Capital Resources



During fiscal 2003, we reported net income of $9.0 million compared with net
losses of $48.2 million in fiscal 2002 and $205.3 million in 2001. Net income for the year ended June 30, 2003 included a $12.5 million gain on the disposal of our Latin American operations. The net loss in fiscal 2002 included a charge of $49.5
million relating to



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our adoption of SFAS 142 effective July 1, 2002. The net loss in fiscal 2001 included asset impairment, restructuring and
other similar charges totaling $122.0 million. Cash provided by operating activities totaled $13.1 million in fiscal 2003, $9.6 million in 2002 and $6.7 million in fiscal 2001.



At June 30, 2003, we had cash of $12.6 million, total debt of $306.6 million and a stockholders deficit of $208.9
million. Our total debt at June 30, 2003 included $149.9 million of our 77/8% Senior Notes due 2008, $152.4
million outstanding under our 2002 Amended Credit Facility due December 31, 2004, $3.7 million payable to a former joint venture partner and $0.6 million of capital lease obligations.



As discussed in Note 12 to our consolidated financial statements, we were not
in compliance with certain of the covenants contained in our credit facility at June 30, 2002. On September 30, 2002, we entered into the 2002 Amended Credit Facility with our lenders which, among other things, extended the maturity date of the
facility from March 16, 2003 to December 31, 2004, waived previous non-compliance, and required the issuance to the lenders of 211,549 shares of our Series B redeemable preferred stock.



As also discussed in Note 12 to our consolidated financial statements, we violated certain financial and reporting covenants
as a result of the restatement of our financial statements. On September 26, 2003, we entered into the 2003 Amended Credit Facility with our lenders which, among other things, extended the maturity date of the facility from December 31, 2004 to
December 31, 2006, waived previous non-compliance, and required the issuance to the lenders of 283,979 shares of our Series C redeemable preferred stock.



Our ability to service our long-term debt, to remain in compliance with the various restrictions and covenants contained in our debt agreements and to
fund working capital, capital expenditures and business development efforts will depend on our ability to generate cash from operating activities which is subject to, among other things, our future operating performance as well as to general
economic, financial, competitive, legislative, regulatory and other conditions, some of which may be beyond our control.



If we fail to generate sufficient cash from operations, we may need to raise additional equity or borrow additional funds to achieve our longer-term
business objectives. There can be no assurance that such equity or borrowings will be available or, if available, will be at rates or prices acceptable to us. We believe that cash flow from operating activities coupled with existing cash balances
will be adequate to fund our operating and capital needs as well as enable us to maintain compliance with our various debt agreements through June 30, 2004. To the extent that actual results or events differ from our financial projections or
business plans, our liquidity may be adversely impacted.



Historically, we have financed our cash requirements principally through cash flow from operating activities, term and revolving indebtedness, capital equipment lease financing, the issuance of Senior Notes, the sale of common stock through
an initial public offering in July 1993 and subsequent public stock offerings in May 1994 and April 1996, and the exercise of stock options.



During the year ended June 30, 2003, cash flow provided by operating activities was $13.1 million and resulted primarily from net income of $9.0 million,
the provision for doubtful accounts of $85.0 million and non-cash depreciation and amortization expense of $13.3 million offset by an increase in accounts receivable of $81.6 million, and a non-cash gain on the disposition of our Latin American
operations of $13.7 million. Cash flow provided by operating activities was $9.6 million for the year ended June 30, 2002.



Cash used in investing activities was $7.6 million for the year ended June 30, 2003 due primarily to capital expenditures of $9.4 million offset by
proceeds from the sale of property and equipment of $1.8 million. Cash used in investing activities was $5.8 million for the year ended June 30, 2002, due to capital expenditures of $6.9 million offset by proceeds from the sale of property and
equipment of $1.0 million.



Cash used in financing activities
was $3.7 million for the year ended June 30, 2003, primarily due to repayments of debt and capital lease obligations and cash paid for debt issuance costs. Cash used in financing activities was $3.2 million for the year ended June 30, 2002.



Accounts receivable, net of the allowance for doubtful
accounts, was $60.4 million and $64.5 million as of June 30, 2003 and 2002, respectively with the decrease in net accounts receivable is primarily due to improved billing and collections processes.



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The allowance for doubtful accounts increased from approximately $38.0 million at June 30, 2002 to
approximately $48.4 million at June 30, 2003. The primary reason for this increase is the current period provision for doubtful accounts offset by the write-off of uncollectible receivables. The increase is also reflective of the mix of
receivables outstanding at the end of the period. We have instituted several initiatives to improve our collection procedures. While management believes that we have a predictable method of determining the realizable value of our accounts
receivable, based on continuing difficulties in the healthcare reimbursement environment, there can be no assurance that there will not be additional future write-offs.



We had working capital of $2.6 million at June 30, 2003, including cash of $12.6 million compared to a working capital
deficiency of $10.7 million, including cash of $10.7 million at June 30, 2002. The improvement in working capital is primarily due to the $16.0 million decrease in accrued liabilities which is related to a decrease in accrued interest due to the
conversion of accrued interest to amounts outstanding under our credit facility as a result of the September 30, 2002 amendment described below as well as assumption of $6.0 million of liabilities by the buyer of our Latin American operations.



In March 1998, we entered into a $200 million revolving credit
facility that was originally scheduled to mature on March 16, 2003. The credit facility was unsecured and was unconditionally guaranteed on a joint and several basis by substantially all of our domestic wholly-owned current and future subsidiaries.
Interest rates and availability under the credit facility depended on us meeting certain financial covenants.



In December 1999, we were not in compliance with certain of the covenants contained in the original credit facility. We received a series of compliance
waivers regarding these covenants through April 1, 2002. The waivers precluded additional borrowings under the credit facility, required us to accrue additional interest expense at a rate of 2.0% per annum on the amount outstanding under the credit
facility, and required us to make unscheduled principal payments totaling $5.2 million.



Effective September 30, 2002, we entered into an amended credit facility with our lenders pursuant to which, among other things, prior identified covenant violations were permanently waived, the maturity date of the
facility was extended to December 31, 2004, the interest rate was increased to LIBOR + 7%, and unpaid additional interest and various fees and expenses associated with the amendment were added to the amount outstanding under the credit facility,
resulting in an outstanding balance of $152.4 million (the 2002 Amended Credit Facility). Additionally, the financial covenants contained in the original agreement were revised to levels that were consistent with our business levels and
outlook at that time. In consideration for the amendment, we paid the lenders an amendment fee of $1.2 million as well as issued 211,549 shares of our Series B redeemable preferred stock. The Series B shares are convertible into common shares
equivalent to 10% of the common shares outstanding at the date of the amendment on a fully diluted basis, as defined in the related agreement. Conversion of the Series B shares occurs upon notice from us; however, because a sufficient number of
common shares are not currently available to permit conversion, we intend to seek stockholder approval to amend our certificate of incorporation to authorize additional common shares.



The 2002 Amended Credit Facility was not considered to represent a significant modification for financial reporting
purposes. As a result, the $1.2 million amendment fee plus the estimated fair value of the Series B shares at the time of issuance of $4.2 million were capitalized as debt issue costs and are being amortized over the term of the amended agreement
while professional fees and other related costs incurred in connection with the amendment totalling $1.6 million were expensed. Unamortized debt issue costs related to this amendment, which are included in other assets in the consolidated balance
sheet, totalled $3.6 million at June 30, 2003.



As a result of
the previously mentioned restatement of our consolidated financial statements and the related increase in our stockholders deficit, we were not in compliance with the minimum tangible net worth covenant contained in the 2002 Amended Credit
Facility. Additionally, the restatement also resulted in a delay in the filing of our Form 10-Q for the quarter ended March 31, 2003, thereby causing us to not be in compliance with the reporting requirements contained in both the 2002 Amended
Credit Facility and the indenture relating to the Senior Notes described below. The lack of compliance with these covenants triggered the accrual of additional interest at the rate of 2.0% per annum on the amount outstanding under the credit
facility from May 15, 2003, the original required filing date for the Form 10-Q.



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We entered into an amended credit facility, dated September 26, 2003, with our lenders pursuant to which,
among other things, all prior covenant violations were permanently waived, the maturity date of the facility was extended to December 31, 2006, and the financial covenants contained in the September 2002 amendment were revised to levels consistent
with our current business levels and outlook (the 2003 Amended Credit Facility). The revised financial covenants include: total debt leverage ratio (initially set at 6.88); minimum tangible net worth (initially set at $280.0 million
deficit); fixed charge coverage ratio (initially set at 1.10); a limitation on annual capital expenditures (initially set at $11.0 million per fiscal year); and, a limitation on annual operating lease expense equivalent to 3.10% of consolidated net
revenue. The compliance levels for the first four covenants outlined above are set at varying levels as specified in the related agreement. The interest rate applicable to borrowings under the credit facility remained unchanged at LIBOR +7%.



In consideration for the amendment, we paid certain of the
lenders amendment fees totalling $0.5 million and issued certain of the lenders 283,979 shares of our Series C redeemable preferred stock. The Series C shares are convertible into common shares equivalent to 11% of the common shares outstanding on a
fully diluted basis, as defined in the related agreement. Conversion of the Series C shares occurs upon notice from us; however, because a sufficient number of common shares are not currently available to permit conversion, we intend to seek
stockholder approval to amend our certificate of incorporation to authorize additional common shares. We also made a $1.0 million principal payment related to asset sale proceeds as required under the September 30, 2002 amendment to the credit
facility.



The 2003 Amended Credit Facility is not considered
to represent a substantial modification for financial reporting purposes. As a result, the $0.5 million amendment fee and the estimated fair value of the Series C shares will be capitalized as debt issue costs and amortized to interest expense over
the term of the amended agreement. Professional fees and other related costs incurred in connection with the amendment will be expensed.



At June 30, 2003, the weighted average interest rate on credit facility borrowings was approximately 8.4%. At June 30, 2003, there was $152.4 million
outstanding on the credit facility as well as $3.5 million in letters of credit issued under the credit facility.



In March 1998, we issued $150.0 million of 77/8% Senior Notes due 2008 (the Senior Notes) under Rule 144A under the Securities Act of 1933, as amended (Securities Act). Interest under the Senior Notes is payable semi-annually on September 15 and
March 15. We incurred expenses related to the offering of approximately $5.3 million and are amortizing such costs over the term of the Senior Notes. In April 1998, we filed a registration statement under the Securities Act relating to an exchange
offer for the Senior Notes. The registration became effective on May 14, 1998. The Senior Notes are general unsecured obligations of the Company and are unconditionally guaranteed on a joint and several basis by substantially all of our domestic
wholly owned current and future subsidiaries. The Senior Notes contain certain covenants that, among other items, limit our ability to incur certain indebtedness, sell assets, or enter into certain mergers or consolidations.



As noted above, we have amended our credit facility effective September 30,
2003 through December 31, 2006. If we fail to remain in compliance with financial and other covenants set forth in the agreement, we will be in default under our revolving credit facility or the agreement for the Senior Notes or both. A default
under the Senior Notes or our revolving credit facility may, among other things, cause all amounts owed by us under such facilities to become due immediately upon such default. Any inability to resolve a violation through waivers or other means
could have a material adverse effect on our business, financial condition, results of operations and cash flows.



There can be no assurance that we will not incur significant unanticipated liabilities. Similarly, there can be no assurance that we will be able to
obtain additional debt or equity financing on terms satisfactory to us, or at all, should cash flow from operations and our existing cash resources prove to be inadequate. As discussed above, although we have negotiated an amendment and extension of
our credit facility, we will not have access to additional borrowings under such facility. If we are required to seek additional financing, any such arrangement may involve material and substantial dilution to existing stockholders resulting from,
among other things, issuance of equity securities or the conversion of all or a portion of our existing debt to equity. In such event, the percentage ownership of our current stockholders will be materially reduced, and such equity securities may
have rights, preferences or privileges senior to our current common stockholders. If we require additional financing but are unable to obtain it, our business, financial condition, results of operations and cash flows may be materially adversely
affected.



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Insurance Programs



Many of our operational contracts as well as laws in certain of the areas where we operate, require that we carry specified amounts of insurance coverage.
Additionally, in the ordinary course of our business, we are subject to accident, injury and professional liability claims as a result of the nature of our business and the day-to-day operation of our vehicle fleet. In order to minimize our risk of
exposure, and to comply with such legal and contractual requirements, we carry a broad range of insurance policies, including comprehensive general liability, automobile, property damage, professional, workers compensation, and other lines of
coverage. We typically renew each of these policies annually and purchase limits of coverage at levels we believe are appropriate, taking into account historical and projected claim trends, reasonable protection of our assets and operations, and the
economic conditions in the insurance market. Depending upon the specific line of coverage, the total limits of insurance maintained by us may be achieved through a combination of primary policies, excess policies and self-insurance. See Risk
Factors  Claims against us could exceed our insurance coverage and we may not have coverage for certain claims.



We retain certain levels of exposure with respect to our general liability and workers compensation programs and purchase coverage from third party
insurers for exposures in excess of those levels. In addition to expensing premiums and other costs relating to excess coverage, we establish reserves for claims, both reported and incurred but not reported, within our level of retention based on
currently available information as well as our historical claims experience. See Risk Factors  Our reserves may prove inadequate.



We engage third-party administrators, or TPAs, to manage claims resulting from our general liability and workers compensation programs. The TPAs establish
initial loss reserve estimates at the time a claim is reported and then monitor the development of the claim over time to confirm that such estimates continue to be appropriate. We periodically review the claim reserves established by the TPAs and
engage independent actuaries to assist with the evaluation of the adequacy of our reserves on an annual basis. We adjust our claim reserves with an associated charge or credit to expense as new information on the underlying claims is obtained.



Since fiscal year 2000, we have experienced a substantial rise
in the costs associated with our insurance program, including total premium costs, fees for TPAs to process claims, brokerage costs, risk management expenses and costs related to assurances that we can satisfy our retention obligations. These
increases have primarily resulted from the overall hardening of the insurance markets, our historical claim trends, and the general increase in costs of claims and related litigation. See Risk Factors  We have experienced material
increases in the cost of our insurance and surety programs and in related collateralization requirements.



General Liability: We have historically maintained insurance policies for comprehensive general liability, automobile liability and professional
liability. Throughout this report, these three types of policies are referred to collectively as the general liability policies. These policies are typically renewed annually. If the ultimate development of these claims is significantly
different than has been estimated, the reserves for general liability claims could be overstated or understated. Reserves related to general liability claims totaled $13.9 million, $15.4 million, and $19.7 million at June 30, 2003, 2002 and 2001,
respectively. See Risk Factors  Our reserves may prove inadequate.



A summary of activity in our general liability claim reserves, which are included in accrued liabilities in the consolidated balance sheet, is as follows:



|                                             |  | June 30,       |       
|-------------------------------------------- |  | -------------- | ------
|                                             |  | 2003           |       
|                                             |  | (in thousands) |       
|Balance at beginning of year                 |  | $              | 15,433
|Provision charged to other operating expense |  |                | 4,506 
|Claim payments charged Against the reserve   |  |                | (6,004
|                                             |  |                |       
|Balance at end of year                       |  | $              | 13,935
|                                             |  |                |       



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We performed a comprehensive review of information related to our historical settlement information and
open claims during the third quarter of fiscal 2001. As a result of this review, we recorded a charge of $15.0 million for increases in our reserves for reported claims as well as to establish reserves for claims incurred but not reported.



Certain insurers require us to deposit cash into designated
loss funds in order to fund claim payments within our retention limits. Cash deposits relating to our general liability program totaled $2.9 million at June 30, 2003 of which $1.8 million is included in prepaid expenses and other and $1.1 million is
included in insurance deposits. Cash deposits totaled $1.9 million at June 30, 2002 which is included in insurance deposits.



Our general liability policies corresponding with fiscal years 2001 and 2002 were issued by Legion Insurance Company (Legion). Legions
obligations under such policies were reinsured by an unrelated insurance carrier that was identified and approved by us. At the time the coverage was purchased, Legion was an A rated insurance carrier while the reinsurer was an A++ rated
carrier. Under these policies, Legions obligation (as well as that of its reinsurer) to pay covered losses commences once we satisfy our aggregate retention limits for the respective policy years. As of June 30, 2003, we have met our aggregate
retention limit with respect to the policies corresponding to fiscal 2001 and anticipate that we will meet our aggregate retention limit for the policies corresponding to fiscal 2002. Pursuant to these policies, Legion (and its reinsurer) is
obligated to fund all claim-related payments in excess of our retention limits.



On July 25, 2003, the Pennsylvania Insurance Department (the Department) placed Legion into liquidation. The Department is conducting the liquidation process, subject to judicial review by the Commonwealth
Court of Pennsylvania (the Court). Legions liquidation could put our general liability insurance coverage for the previously mentioned policy years at risk; however, based upon information currently available, we believe that
proceeds from Legions reinsurer will be directly available to pay claims in excess of our retention limits, notwithstanding the liquidation process. If the Court deems our reinsurance to be a general asset of Legion or if the reinsurer
otherwise refuses to pay claims directly, then reinsurance proceeds to fund covered general liability losses in excess of our retention limits may be substantially reduced, delayed or unrecoverable. In such an event, we may be required to fund
general liability losses applicable to these policy years in excess of our retention limits, to the extent that such losses are not covered by the applicable state guaranty funds. Our inability to timely obtain reinsurance or state guaranty fund
coverage for general liability claims could have a material adverse effect on our business, financial condition, results of operations and cash flows. See Risk Factors  Two insurance companies with which we have previously done business
are in financial distress.



Workers Compensation:We have historically maintained insurance policies for workers compensation and employers liability. We are required by law and by most of our operational contracts to maintain minimum statutory limits of workers compensation insurance.
These policies are typically renewed annually. If the ultimate development of these claims is significantly different than has been estimated, the reserves for workers compensation claims could be overstated or understated. Reserves related to
workers compensation claims totaled $11.3 million, $15.9 million and $14.9 million at June 30, 2003, 2002 and 2001, respectively. See Risk Factors  Our reserves may prove inadequate.



A summary of activity in our workers compensation claim reserves, which
are also included in accrued liabilities in the consolidated balance sheet, is as follows:



|                                                   |  | June 30,       |       
|-------------------------------------------------- |  | -------------- | ------
|                                                   |  | 2003           |       
|                                                   |  | (in thousands) |       
|Balance at beginning of year                       |  | $              | 15,924
|Provision charged to payroll and employee benefits |  |                |      
|Claim payments charged against the claim reserve   |  |                | (4,669
|                                                   |  |                |       
|Balance at end of year                             |  | $              | 11,255
|                                                   |  |                |       



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Effective May 1, 2002, we began fully insuring our workers compensation coverage and no longer retain any
of the related obligations. We are, however, subject to retrospective premium adjustments should losses exceed previously established limits. As a result of this change in coverage, we no longer establish reserves for claims incurred subsequent to
May 1, 2002.



In connection with our restructuring activities,
an increase in the volume of workers compensation claims was noted. Provisions charged to expense during fiscal 2002 included $2.0 million recorded in the fourth quarter to increase our claim reserves based on a review of claims experience.
Provisions charged to expense during fiscal 2001 included $5.0 million in the third quarter for increases in reserves for unreported claims based on updated information received from our TPA.



Certain insurers require us to deposit cash into designated loss funds in
order to fund claim payments within our retention limits. Additionally, we have also been required to provide other forms of financial assurance including letters of credit and surety bonds. Cash deposits relating to our workers compensation program
totaled $6.8 million at June 30, 2003 which is included in insurance deposits. Cash deposits totaled $9.2 million at June 30, 2002 of which $2.9 million is included in prepaid expenses and other and $6.3 million is included in insurance deposits.



During fiscal years 1992 through 2001, we purchased certain
portions of our workers compensation coverage from Reliance Insurance Company (Reliance). At the time we purchased such coverage, Reliance was an A rated insurance company. In connection with this coverage, we provided Reliance
with various amounts and forms of collateral to secure our performance under the respective policies as was customary at the time. As of June 30, 2003, we had $3.0 million of cash on deposit with Reliance which is included in insurance deposits. We
also have provided Reliance with letters of credit and surety bonds totaling $6.4 million.



On October 3, 2003, the Department placed Reliance into liquidation. It is our understanding that cash on deposit with Reliance will be returned to us on or before the date that all related claims have been satisfied,
so long as we have met our claim payment obligations within our retention limits under the related policies. Based on the information currently available, we believe that the cash on deposit with Reliance is fully recoverable and will either be
returned to us or used by the liquidator, with our prior consent, to pay claims on our behalf. In the event that we are unable to access the funds on deposit with Reliance or the Reliance liquidator refuses to refund such deposits, such deposits may
become impaired. Additionally, Reliances liquidation could put our workers compensation insurance coverage at risk for the related policy years; however, based upon information currently available, we believe that either Reliance or the
applicable state guaranty funds will continue to pay claims. To the extent that such losses are not covered by either Reliance or the applicable state guaranty funds, we may be required to fund the related workers compensation claims for the
applicable policy years. Our inability to access the funds on deposit with Reliance or obtain state guaranty fund coverage could have a material adverse effect on our business, financial condition, results of operations and cash flows. See
Risk Factors  Two insurance companies with which we have previously done business are in financial distress.



During fiscal 2002, we purchased certain portions of our workers compensation coverage from Legion. Legion required assurances that we would be able to
fund our related retention obligations, which were estimated by Legion to approximate $6.2 million. We provided this assurance by purchasing a deductible reimbursement policy from Mutual Indemnity (Bermuda), Ltd. (Mutual Indemnity), a Legion
affiliate. That policy required us to deposit approximately $6.2 million with Mutual Indemnity and required Mutual Indemnity to utilize such funds to satisfy the our retention obligations under the Legion policy. We funded these deposits on a
monthly basis during the policy term. As of June 30, 2003, we had net deposits with respect to this coverage totaling $3.3 million which are included in insurance deposits.



As mentioned previously, the Department placed Legion into liquidation on July 25, 2003. In January 2003, the Court ordered
the Legion rehabilitator and Mutual Indemnity to establish segregated trust accounts to be funded by cash deposits held by Mutual Indemnity for the benefit of individual insureds such as us. It is our understanding that the Legion liquidator and
Mutual Indemnity continue to negotiate the legal framework for the form and administration of these trust accounts and that no final agreement has yet been reached. We are actively participating in the Court proceedings to cause such a trust account
or other mechanism to be created and to operate so as to fully cover all our deductible obligations as originally intended and to return to us any remaining deposit balance once all related claims have been closed. Based on the information currently
available, we believe that the amounts on deposit with Mutual Indemnity are fully recoverable and will either be returned to us or used to pay claims on our behalf. In



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the event that we are unable to access the funds on deposit with Mutual Indemnity, we may be required to fund the related
workers compensation claims for the applicable policy years, to the extent that such losses are not covered by the applicable state guaranty funds. Our inability to access the funds on deposit with Mutual Indemnity or obtain state guaranty fund
coverage could have a material adverse effect on our business, financial condition, results of operations and cash flows. See Risk Factors  Two insurance companies with which we have previously done business are in financial
distress.



Indemnifications



We are a party to a variety of agreements entered into in the ordinary
course of business pursuant to which we may be obligated to indemnify the other parties for certain liabilities that arise out of or relate to the subject matter of the agreements. Some of the agreements entered into by us require us to indemnify
the other party against losses due to property damage including environmental contamination, personal injury, failure to comply with applicable laws, our negligence or willful misconduct, or breach of representations and warranties and covenants.



Additionally, some of our agreements with customers require us
to provide certain assurances related to the performance of our services. Such assurances, from time to time, obligate us to (i) pay penalties for failure to meet response times or other requirements, (ii) lease, sell or assign equipment or
facilities (either temporarily or permanently) in the event of material defaults or other certain circumstances, or (iii) provide surety bonds or letters of credit issued in favor of the customer to cover costs resulting, under certain
circumstances, from an uncured material default. With respect to such surety bonds, we are also required to indemnify the surety company for losses paid as a result of any claims made against such bonds.



We provide for indemnification of directors, officers and other persons in
accordance with contracts, limited liability agreements, certificates of incorporation, by-laws, articles of association or similar organizational documents, as the case may be. We maintain directors and officers insurance which may
enable us to recover a portion of any future amounts paid.



In
addition to the above, from time to time we provide standard representations and warranties to counterparties in contracts in connection with sales of its securities and the engagement of financial advisors and also provide indemnities that protect
the counterparties to these contracts in the event they suffer damages as a result of a breach of such representations and warranties or in certain other circumstances relating to the sale of securities or their engagement by us.



While our future obligations under certain agreements may contain limitations
on liability for indemnification, other agreements do not contain such limitations and under such agreements it is not possible to predict the maximum potential amount of future payments due to the conditional nature of our obligations and the
unique facts and circumstances involved in each particular agreement. Historically, payments made by us under any of these indemnities have not had a material effect on our business, financial condition, and cash flows or results of operations.
Additionally, we do not believe that any amounts that we may be required to pay under these indemnities in the future will be material to our business, financial condition, cash flows or results of operations.



Nasdaq Listing



On May 22, 2003, the Nasdaq Stock Market (Nasdaq) notified us that we were
not in compliance with a Nasdaq SmallCap Market maintenance standard. This standard requires that we file with Nasdaq copies of all reports and other documents filed or required to be filed with the Securities and Exchange Commission on a timely
basis.



The notification followed our announcement on May 14,
2003 that we would delay filing our Form 10-Q for the third quarter ended March 31, 2003 due to the need to restate our consolidated financial statements for inadequate provisions for discounts applicable to Medicare, Medicaid and other third-party
payers and for doubtful accounts recorded in prior years. We announced that we would file the applicable form 10-Q upon finalization of the related restatement adjustments.



We subsequently submitted our request for a Nasdaq Listing Qualifications Panel (the Panel) hearing to consider
our continued listing. The hearing was held June 19, 2003, where we presented our basis for a temporary exception to the filing requirement in order to complete our related analysis.



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On July 17, 2003, Nasdaq informed us that the Panel had made a determination. In its decision to grant an
exception, the Panel determined that our securities would continue to be listed on the Nasdaq SmallCap Market subject to satisfying a September 30, 2003 deadline for filing our Form 10-Q for the third quarter ended March 31, 2003 and our Form 10-K
for the fiscal year ended June 30, 2003.



In addition to
granting the filing exception through September 30, 2003, the Panel specifically required us to timely file all periodic reports with the Securities and Exchange Commission and Nasdaq for all reporting periods ending on or before March 31, 2004.
Should we miss a filing deadline in accordance with the exception, we will not be entitled to a new hearing on the matter and our securities may be delisted from The Nasdaq SmallCap Market. In the event we fail to comply with any continued listing
requirement during the exception period, we will be provided with written notice of the deficiency and an opportunity to present a definitive plan to address the issue prior to the Panels decision as to whether continued listing is
appropriate.



The Panel reserves the right to terminate or
modify the terms of this exception upon a review of the Companys reported financial results for the quarter ended March 31, 2003 and the fiscal year ended June 30, 2003. There can be no assurance we will evidence compliance with the
requirements as set forth by Nasdaq or that we will return to continued listing on The Nasdaq SmallCap Market.



On September 29, 2003, we issued a press release indicating that the filing of our Form 10-K for fiscal 2003 would be delayed. We also filed a Form 12b-25
request with the SEC for an extension to file our Form 10-K on or before October 14, 2003. Due to such delayed filing, we formally requested, on September 30, 2003, that the Panel permit us to comply with their July 17, 2003 decision by filing both
our Form 10-K for fiscal 2003 and our Form 10-Q for the period ended March 31, 2003 on or before October 14, 2003. On October 7, 2003 the Panel informed us that our requested modification to their July 17, 2003 decision was granted.



Quarterly Results



The following table summarizes our unaudited quarterly operating results for each quarter of fiscal 2003 and 2002. Net
revenue and operating income included in the table relate to our continuing operations and exclude amounts applicable to our Latin American operations that were disposed of in September 2002. Such unaudited quarterly operating information has been
restated, as applicable, to reflect adjustments relating to provisions for discounts applicable to Medicare, Medicaid and other third-party payers and for doubtful accounts; the adoption of FIN 46 and the related consolidation on a retroactive basis
our investment in San Diego Medical Services Enterprise LLC; and, to expense professional fees relating to the September 30, 2002 amendment to our credit facility that were previously capitalized and being amortized over the amended term of the
facility.



|                                                                                                         |  | 2003                                  |        
|-------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | -------
|                                                                                                         |  | First Quarter (1)                     |        
|                                                                                                         |  | (in thousands, except per share data) |        
|Net revenue                                                                                              |  | $                                     | 130,178
|Operating income (2)                                                                                     |  |                                       | 7,238  
|Income (loss) from continuing operations after accretion of redeemable preferred stock                   |  |                                       | 421    
|Net income (loss) applicable to common stock(3)                                                          |  |                                       | 12,753 
|Basic income (loss) from continuing operations after accretion of redeemable preferred stock per share   |  | $                                     | 0.03   
|Basic income (loss) per share                                                                            |  | $                                     | 0.80   
|Diluted income (loss) from continuing operations after accretion of redeemable preferred stock per share |  | $                                     | 0.03   
|Diluted income (loss) per share                                                                          |  | $                                     | 0.72   



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|                                                                                                    |  | 2002                                  |        
|--------------------------------------------------------------------------------------------------- |  | ------------------------------------- | -------
|                                                                                                    |  | First Quarter(1)                      |        
|                                                                                                    |  | (in thousands, except per share data) |        
|Net revenue                                                                                         |  | $                                     | 120,390
|Operating income (4)                                                                                |  |                                       | 5,337  
|Income (loss) from continuing operations before cumulative effect of change in accounting principle |  |                                       | (1,849 
|Net income (loss) (5) (6)                                                                           |  |                                       | (51,565
|Basic income (loss) from continuing operations                                                      |  | $                                     | (0.12  
|Basic income (loss) per share                                                                       |  | $                                     | (3.43  
|Diluted income (loss) from continuing operations                                                    |  | $                                     | (0.12  
|Diluted income (loss) per share                                                                     |  | $                                     | (3.43  

---

|(1) |  | We have restated our consolidated financial statements for the following:
|--- |  | -------------------------------------------------------------------------



Accounts Receivable: We determined that collections on accounts receivable relating to medical transportation revenue, primarily revenue recognized prior to fiscal
2001, were substantially less than originally anticipated and the related provisions for discounts applicable to Medicare, Medicaid and other third-party payers and for doubtful accounts recognized in such prior years were inadequate. The inadequacy
of such provisions caused our period-end allowance for doubtful accounts through March 31, 2003 to be understated and our accounts receivable overstated. We determined that this situation was primarily attributable to inaccurate assumptions utilized
in the provision estimation process in use prior to fiscal 2001 as well as in the process utilized to assess the adequacy of the allowance for doubtful accounts through March 31, 2003.



We determined that our consolidated financial statements of prior years required restatement as a result of this matter. The portion of the
restatement adjustments relating to discounts applicable to Medicare, Medicaid and other third-party payers is reflected as a reduction of net revenue while the portion relating to uncollectible accounts is reflected as an adjustment to the
provision for doubtful accounts.



Professional Fees:We determined that
professional fees incurred in the first quarter of fiscal 2003 in connection with the September 2002 modification to our credit facility should have been expensed rather than amortized over the term of the facility. Accordingly, the results for the
first two quarters of fiscal 2003 have been restated for this matter.



San
Diego Medical Services Enterprise LLC: During the fourth quarter of fiscal 2003, we adopted Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (FIN
46). FIN 46 requires that variable interest entities or VIEs be consolidated by the primary beneficiary, as that term is defined in FIN 46. We determined that our investment in San Diego Medical Services Enterprise, LLC, (SDMSE) the entity formed
with respect to our public/private alliance with the City of San Diego, meets the definition of a VIE and that we are the primary beneficiary. Accordingly, our investment in SDMSE should be consolidated under FIN 46. We had previously accounted for
our investment in SDMSE using the equity method. While consolidation of SDMSE did not impact our previously reported net income (loss) or stockholders deficit, our consolidated financial statements of prior periods have been restated for comparative
purposes as allowed by FIN 46.



A summary of our unaudited quarterly operating
results impacted by the reclassification of our Latin American operations as discontinued operations as well as the restatement adjustments is as follows:



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|                                  |  | As Previously Reported |         |   | RestatementAdjustments |   |        | As Restated |  |   | AccountingChange(C) |   |  | Less Latin American Operations |         |   | As Reported |  
|--------------------------------- |  | ---------------------- | ------- | - | ---------------------- | - | ------ | ----------- |  | - | ------------------- | - |  | ------------------------------ | ------- | - | ----------- | -
|                                  |  |                        | A       |   |                        | B |        |             |  |   |                    
|Quarter ended September 30, 2002: |  |                        |         |   |                        |   |        |             |  |   |                     |   |  |                                |         |   |             |  
|Net revenue                       |  | $                      | 125,565 |   |                        | $ | (1,174 | )           |  | $ |                    |   |  | $                              | 124,391 |   |             | $
|Operating income                  |  |                        | 9,754   |   |                        |   | (1,789 | )           |  |   | (1,603              | ) |  |                                | 6,362   |   |             |  
|Net income                        |  |                        | 16,145  |   |                        |   | (1,789 | )           |  |   | (1,603              | ) |  |                                | 12,753  |   |             |  
|Diluted income per share          |  | $                      | 0.91    |   |                        | $ | (0.10  | )           |  | $ | (0.09               | ) |  | $                              | 0.72    |   |             | $
|                                  |  |                        |         |   |                        |   |       
|Quarter ended December 31, 2002:  |  |                        |         |   |                        |   |        |             |  |   |                     |   |  |                                |         |   |             |  
|Net revenue                       |  | $                      | 123,464 |   |                        | $ | (379   | )           |  | $ |                    |   |  | $                              | 123,085 |   |             | $
|Operating income                  |  |                        | 7,694   |   |                        |   | (578   | )           |  |   |                    |   |  |                                | 7,116   |   |             |  
|Net loss                          |  |                        | (1,053  | ) |                        |   | (578   | )           |  |   | 178                 |   |  |                                | (1,453  | ) |             |  
|Diluted loss per share            |  | $                      | (0.07   | ) |                        | $ | (0.03  | )           |  | $ | 0.01                |   |  | $                              | (0.09   | ) |             | $
|                                  |  |                        |         |   |                        |   |       
|Quarter ended September 30, 2001: |  |                        |         |   |                        |   |        |             |  |   |                     |   |  |                                |         |   |             |  
|Net revenue                       |  | $                      | 116,474 |   |                        | $ | (564   | )           |  | $ |                    |   |  | $                              | 115,910 |   |             | $
|Operating loss                    |  |                        | 5,853   |   |                        |   | (860   | )           |  |   |                    |   |  |                                | 4,993   |   |             |  
|Net loss                          |  |                        | (50,705 | ) |                        |   | (860   | )           |  |   |                    |   |  |                                | (51,565 | ) |             |  
|Diluted loss per share            |  | $                      | (3.37   | ) |                        | $ | (0.06  | )           |  | $ |                    |   |  | $                              | (3.43   | ) |             | $
|                                  |  |                        |         |   |                        |   |       
|Quarter ended December 31, 2001:  |  |                        |         |   |                        |   |        |             |  |   |                     |   |  |                                |         |   |             |  
|Net revenue                       |  | $                      | 114,333 |   |                        | $ | (170   | )           |  | $ |                    |   |  | $                              | 114,163 |   |             | $
|Operating income                  |  |                        | 5,526   |   |                        |   | (259   | )           |  |   |                    |   |  |                                | 5,267   |   |             |  
|Net income                        |  |                        | 3,170   |   |                        |   | (259   | )           |  |   |                    |   |  |                                | 2,911   |   |             |  
|Diluted income per share          |  | $                      | 0.21    |   |                        | $ | (0.02  | )           |  | $ |                    |   |  | $                              | 0.19    |   |             | $
|                                  |  |                        |         |   |                        |   |       
|Quarter ended March 31, 2002:     |  |                        |         |   |                        |   |        |             |  |   |                     |   |  |                                |         |   |             |  
|Net revenue                       |  | $                      | 124,661 |   |                        | $ | (663   | )           |  | $ |                    |   |  | $                              | 123,998 |   |             | $
|Operating income                  |  |                        | 10,837  |   |                        |   | (1,008 | )           |  |   |                    |   |  |                                | 9,829   |   |             |  
|Net income                        |  |                        | 4,364   |   |                        |   | (1,008 | )           |  |   |                    |   |  |                                | 3,356   |   |             |  
|Diluted loss per share            |  | $                      | 0.28    |   |                        | $ | (0.07  | )           |  | $ |                    |   |  | $                              | 0.21    |   |             | $
|                                  |  |                        |         |   |                        |   |       
|Quarter ended June 30, 2002:      |  |                        |         |   |                        |   |        |             |  |   |                     |   |  |                                |         |   |             |  
|Net revenue                       |  | $                      | 122,951 |   |                        | $ | (272   | )           |  | $ |                    |   |  | $                              | 122,679 |   |             | $
|Operating income                  |  |                        | 3,052   |   |                        |   | (413   | )           |  |   |                    |   |  |                                | 2,639   |   |             |  
|Net loss                          |  |                        | (2,453  | ) |                        |   | (413   | )           |  |   |                    |   |  |                                | (2,866  | ) |             |  
|Diluted loss per share            |  | $                      | (0.16   | ) |                        | $ | (0.02  | )           |  | $ |                    |   |  | $                              | (0.18   | ) |             | $



Restatement Adjustments:



|A |  | To adjust provisions for discounts applicable to Medicare, Medicaid and other third-party payersand doubtful accounts.
|- |  | ----------------------------------------------------------------------------------------------------------------------



|B |  | To expense professional fees incurred in connection with the September 2002 credit facility amendment which were being amortized over the term of the related agreement.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|C |  | Adoption of FIN 46 and related consolidation of investment in San Diego Medical ServicesEnterprises LLC.
|- |  | --------------------------------------------------------------------------------------------------------



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|(2) |  | In fiscal 2001, we recorded a $1.5 million restructuring charge relating to an under performing service area that we had planned to exit at the time of contract termination in
December 2001. During fiscal 2002, the contract was extended for a one-year period at the request of the related municipality to enable it to transition its medical transportation service to a new provider. In connection with the contract extension,
we reversed $0.2 million of previously accrued lease termination costs relating to the extension period. The operating environment in the service area subsequently improved, and we were awarded a new multi-year contract during the second quarter of
fiscal 2003. We reversed the remaining restructuring reserve of $1.3 million to income during the second quarter of 2003.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) |  | During the first quarter of fiscal 2003, we sold our Latin American operations to local management in exchange for the assumption of the related net liabilities resulting in a gain
of $12.5 million. The sale of the Latin American operations has been treated as a discontinued operation for financial reporting purposes.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) |  | During the third quarter of fiscal 2002, we reversed $1.7 million of discretionary employee benefits previously accrued for the calendar year ended December 31, 2000. During the
fourth quarter of fiscal 2002, we recorded a $2.0 million provision for additional workers compensation claims in connection with a review of existing reserve levels; reversed a $1.3 million reserve related to the settlement of an audit with a
Medicare intermediary; and, reversed $1.3 million of our paid-time-off accrual as a result of changes to the related policies.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) |  | During the second quarter of fiscal 2002, we recorded a $1.6 million tax benefit for refunds applicable to prior years for which recognition was deferred until receipt. In the
fourth quarter of fiscal 2002, we recognized an income tax benefit of $0.6 million as a result of recently enacted legislation that allowed us to carry a portion of our net operating losses back to prior years.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) |  | The net loss for the first quarter of fiscal 2002 included a $49.5 million cumulative effect charge, both before and after taxes, relating to the implementation of a new accounting
standard relating to goodwill and other intangible assets.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Effects of Inflation and Foreign Currency Exchange Fluctuations



As a result of the sale of our Latin American operations in September 2002, we no longer have operations located outside the United States. Additionally, inflation has not had a significant impact on our business.



Contractual Obligations and Other Commitments



We have certain contractual obligations related to our debt instruments that
come due at various times over the periods presented below. In addition we have other commitments in the form of standby letters of credit and surety bonds. The following table illustrates the expiration of our contractual obligations as well as
other commitments including the effect of the 2003 amended credit facility (in thousands):



|                                   |  | Payments Due By Period                   
|---------------------------------- |  | -----------------------------------------
|Contractual Obligations            |  | Total                                    
|Credit facility                    |  | $                                        
|Senior Notes                       |  |                                          
|Capital leases and notes payable   |  |                                          
|Operating leases                   |  |                                          
|                                   |  |                                          
|Total contractual cash obligations |  | $                                        
|                                   |  |                                          
|                                   | 
|Other Commitments                  |  | Amount of Commitment Expiration By Period
|Standby letters of credit          |  | $                                        
|                                   |  |                                          
|Surety bonds                       |  | $                                        
|                                   |  |                                          
|Preferred stock redemption         |  | $                                        
|                                   |  |                                          



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Recently Issued Accounting Pronouncements



In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 clarifies the requirements of FASB Statement No. 5, Accounting for Contingencies,
relating to the guarantors accounting for, and disclosure of, the issuance of certain types of guarantees. FIN 45 is to be applied on a prospective basis to guarantees issued or modified after December 31, 2002. The adoption of FIN 45 did not
have a material impact on our financial condition or results of operations. Note 17, to our consolidated financial statements contains additional information with respect to our guarantees and indemnifications.



In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (FIN 46) to clarify when a company should consolidate in its financial statements the assets, liabilities and activities of a variable interest
entity or VIE. FIN 46 provides general guidance as to the definition of a VIE and requires that such VIEs be consolidated if a company absorbs the majority of the VIEs expected losses, or is entitled to receive a majority of the VIEs residual
returns, or both. FIN 46 is effective immediately for all new VIEs created after January 31, 2003. For VIEs created before February 1, 2003, the consolidation provisions of FIN 46 must be applied for the first interim or annual reporting period
beginning after June 15, 2003 on either a retroactive or prospective basis.



We determined that our investment in San Diego Medical Services Enterprise, LLC, (SDMSE) the entity formed with respect to our public/private alliance with the City of San Diego, meets the definition of a VIE and that
we are the primary beneficiary. Accordingly, our investment in SDMSE should be consolidated under FIN 46. We had previously accounted for our investment in SDMSE using the equity method. While consolidation of SDMSE did not impact our previously
reported net income (loss) or stockholders deficit, our consolidated financial statements of prior periods have been restated for comparative purposes as allowed by FIN 46. We do not believe that we have any other investments or contractual
obligations that would require consolidation under FIN 46.



In
May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150 specifies that freestanding financial instruments within its scope constitute
obligations of the issuer and that, therefore, the issuer must classify them as liabilities. Such freestanding financial instruments include certain mandatorily redeemable financial instruments, obligations to repurchase the issuers equity
shares by transferring assets, and certain obligations to issue a variable number of shares. SFAS No. 150 is effective immediately for all financial instruments entered into or modified after May 31, 2003. For all other instruments, SFAS No. 150 is
effective July 1, 2003. We are in the process of evaluating the impact of FAS No. 150 on our consolidated financial statements.



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RISK FACTORS



The following risk factors, in addition to those discussed elsewhere in this report, should be carefully considered in
evaluating us and our business.



We have significant indebtedness.



We have significant indebtedness. As of June 30, 2003, we had
approximately $306.6 million of consolidated indebtedness, consisting primarily of $149.9 million of 77/8%
Senior Notes due in 2008 and $152.4 million outstanding under our credit facility. As a result of the September 30, 2003 amendment, we have $152.6 million outstanding under our 2003 Amended Credit Facility, which is now due December 31, 2006.



Our ability to service our indebtedness depends on our future operating
performance, which is affected by various factors including regulatory, industry, economic, and competitive conditions, and other factors, many of which are beyond our control. We may not generate sufficient funds to enable us to service our
indebtedness and failure to do so could have a material adverse effect on our business, financial condition, results of operations and cash flows.



Our loan agreements require us to comply with numerous covenants and restrictions.



The agreement governing the terms of the Senior Notes contains certain covenants limiting our ability to:



|      incur certain additional debt       |  |       create certain liens                       
|------------------------------------------ |  | --------------------------------------------------
|                                           | 
|      pay dividends                       |  |       issue guarantees                           
|                                           | 
|      redeem capital stock                |  |       enter into transactions with affiliates    
|                                           | 
|      make certain investments            |  |       sell assets                                
|                                           | 
|      issue capital stock of subsidiaries |  |       complete certain mergers and consolidations



Our 2003 Amended Credit Facility also
contains restrictive covenants and requires us to meet certain financial tests, including a total debt leverage ratio, a minimum tangible net worth amount, and a fixed charge coverage ratio. Our ability to satisfy those covenants can be affected by
events both within and beyond our control, and we may be unable to meet these covenants.



A breach of any of the covenants or other terms of our indebtedness could result in an event of default under our 2003 Amended Credit Facility or the Senior Notes or both, which could have a material adverse effect on
our business, financial condition, results of operations and cash flows.



We
may not be able to generate sufficient operating cash flow.



Despite
significant net losses in fiscal 2002, 2001 and 2000, our restructuring efforts have enabled us to self-fund our operations since March 2000 from existing cash reserves and operating cash flow. However, we may be unable to sustain our targeted
levels of operating cash flow. Our ability to generate operating cash flow will depend upon various factors, including regulatory, industry, economic, competitive and other factors, many of which are beyond our control. Because of our significant
indebtedness, a substantial portion of our cash flow from operating activities is dedicated to debt service and is not available for other purposes. The terms of our 2003 Amended Credit Facility do not permit additional borrowings thereunder. In
addition, the 2003 Amended Credit Facility and the Senior Notes restrict our ability to obtain additional debt from other sources or provide collateral to any prospective lender.



If we are unable to meet our targeted levels of operating cash flow, or in the event of an unanticipated cash requirement (such as an
adverse litigation outcome, reimbursement delays, significantly increased costs of insurance or other matters) we will need to pursue additional debt or equity financing. Any such financing may not be available on terms acceptable to us, or at all.
If we issue equity securities in connection with any such arrangement, the percentage ownership of our current stockholders could be materially reduced, and such equity securities may have rights, preferences or privileges senior to our current
common stockholders. Failure to generate adequate operating cash flow will have a material adverse effect on our business, financial condition and results of operations.



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We face significant dilution of our common stock.



In conjunction with the 2002 Amended Credit Facility, we issued shares of our Series B redeemable preferred stock (the
Series B Shares) to the participants in the 2002 Amended Credit Facility. The Series B Shares are convertible into 2,115,490 common shares which equates to 10% of our common shares then outstanding on a diluted basis, as defined. Because
sufficient common shares are not currently available to permit conversion, we have agreed to use our best efforts to obtain stockholder approval to authorize additional common shares. Until such time as the additional common shares are authorized,
the carrying value of the Series B Shares will be accreted to the greater of $15.0 million or the value of the commons shares into which the Series B Shares would have otherwise been converted which represents the redemption value of the Series B
shares as of December 31, 2004. This accretion will result in a reduction in income available to common stockholders for purposes of determining our earnings per share.



In conjunction with the 2003 Amended Credit Facility, we issued shares of our Series C redeemable preferred stock (the
Series C Shares) to participants in the 2003 Amended Credit Facility. The Series C Shares are convertible into 2,839,787 common shares which equates to 11% of our common shares then outstanding on a diluted basis, as defined. Because
sufficient common shares are not currently available to permit conversion, we have agreed to use our best efforts to obtain stockholder approval to authorize additional common shares. Until such time as the additional common shares are authorized,
the carrying value of the Series C Shares will be accreted to the greater of $10.0 million or the value of common shares into which the Series C Shares would have otherwise been converted which represents the redemption value of the Series C shares
as of December 31, 2006. This accretion will result in a reduction in income available to common stockholders for purposes of determining our earnings per share.



We depend on reimbursements by third-party payers and individuals.



We receive a substantial portion of payments for our medical transportation services from third-party payers, including
Medicare, Medicaid, and private insurers. We received approximately 90% of our medical transportation fee collections from such third party payers during the year ended June 30, 2003, including approximately 27% from Medicare. In the year ended June
30, 2002, we received 88% of medical transportation fee collections from these third parties, including 25% from Medicare.



The reimbursement process is complex and can involve lengthy delays. From time to time, we experience these delays. Third-party payers are continuing
their efforts to control expenditures for health care, including proposals to revise reimbursement policies. We recognize revenue when we provide medical transportation services; however, there can be lengthy delays before we receive payment. In
addition, third-party payers may disallow, in whole or in part, requests for reimbursement based on assertions that certain amounts are not reimbursable or additional supporting documentation is necessary. Retroactive adjustments may change amounts
realized from third-party payers. Due to the nature of our business and our participation in the Medicare and Medicaid reimbursement programs, we are involved from time to time in regulatory reviews or investigations by governmental agencies of
matters such as compliance with billing regulations. We may be required to repay these agencies if a finding is made that we were incorrectly reimbursed, or we may lose eligibility for certain programs in the event of certain types of
non-compliance. Delays and uncertainties in the reimbursement process adversely affect our level of accounts receivable, increase the overall costs of collection, and may adversely affect our working capital and cause us to incur additional
borrowing costs. Unfavorable resolutions of pending or future regulatory reviews or investigations, either individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations and cash
flows.



We also face the continuing risk of non-reimbursement
to the extent that uninsured individuals require emergency ambulance service in service areas where an adequate subsidy is not provided by the related municipality or governing authority. Amounts not covered by third-party payers are the obligations
of individual patients and, we may not receive reimbursement by the related municipality or governing authority or reimbursement from these uninsured individuals. We continually review the mix of activity between emergency and general medical
transport in view of the reimbursement environment and evaluate methods of recovering these amounts through the collection process.



We establish an allowance for discounts applicable to Medicare, Medicaid and other third-party payers and for doubtful accounts based on credit risk
applicable to certain types of payers, historical trends, and other relevant information. We review our allowance for doubtful accounts on an ongoing basis and may increase or decrease such



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allowance from time to time, including in those instances when we determine that the level of effort and cost of collection of certain accounts receivable is
unacceptable.



The risks associated with third-party payers and
uninsured individuals and the inability to monitor and manage accounts receivable successfully could have a material adverse effect on our business, financial condition, cash flows, and results of operations. Our collection policies or our allowance
for doubtful accounts may not be adequate.



We have experienced material
increases in the cost of our insurance and surety programs and in related collateralization requirements.



We have experienced a substantial rise in the costs associated with both our insurance and surety bonding programs in comparison to prior years. We have
experienced significant increases both in the premiums we have had to pay, and in the collateral or other advance funding required. We also have increased our deductible and self-insurance retentions under several coverages. Many counties,
municipalities, and fire districts also require us to provide a surety bond or other assurance of financial and performance responsibility, and the cost and collateral requirements associated with obtaining such bonds have increased. A significant
factor is the overall hardening of the insurance, surety and re-insurance markets, which has resulted in demands for larger premiums, collateralization of payment obligations and increasingly rigorous underwriting requirements. Our higher costs also
result from our claims history and from insurers and sureties perception of our financial condition due to our current debt structure and cash position. Sustained and substantial annual increases in premiums and requirements for
collateral or pre-funded deductible obligations may have a material adverse effect on our business, financial condition, cash flow and results of operations.



Claims against us could exceed our insurance coverage and we may not have coverage for certain claims.



We are subject to a significant number of accident, injury and professional
liability claims as a result of the nature of our business and the day-to-day operation of our vehicle fleet. In order to minimize the risk of our exposure, we maintain certain levels of insurance coverage for workers compensation, comprehensive
general liability, automobile liability, and professional liability claims. In certain limited instances we may not have coverage for certain claims. In those instances for which we do have coverage, the coverage limits of our policies may not be
adequate. Liabilities in excess of our insurance coverage could have a material adverse effect on our business, financial condition, cash flows, and results of operations. Claims against us, regardless of their merit or outcome, also may have an
adverse effect on our reputation and business.



Our claim reserves may prove
inadequate.



Under our general liability and employee
medical insurance programs, and under our workers compensation programs prior to May 1, 2002, we are responsible for deductibles and self-insured retentions in varying amounts. Our insurance coverages in prior years generally did not include
an aggregate limitation on our liability. We have established reserves for losses and loss adjustment expenses under these policies. Our reserves are estimates based on our historical experience as well as industry data, and include judgments of the
effects that future economic and social forces are likely to have on our experience with the type of risk involved, circumstances surrounding individual claims and trends that may affect the probable number and nature of claims arising from losses
not yet reported. Consequently, loss reserves are inherently uncertain and are subject to a number of circumstances that are difficult to predict. For these reasons, there can be no assurance that our ultimate liability will not materially exceed
our reserves at any point. If our reserves prove to be inadequate, we will be required to increase our reserves with a corresponding charge to operations in the period in which the deficiency is identified and such charge could be material. We
periodically engage independent actuaries in order to verify the adequacy of our claim reserves.



Two insurance companies with which we have previously done business are in financial distress.



Two previous insurers (Reliance Insurance Company and Legion Insurance Company) under our workers compensation and general liability programs are
currently in liquidation proceedings in Pennsylvania. With respect to the affected policy years, these proceedings may result in the loss of all or part of the collateral and/or funds deposited by us for payment of claims within our deductible or
self-insured retention relating to our workers



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compensation programs, and may result in restricted access to both insurance and reinsurance proceeds relating to our general liability program. Based upon
the information currently available, we believe that the amounts on deposit are fully recoverable and will either be returned to us or used to pay claims on our behalf as originally intended. We further believe that reinsurance proceeds for our
liability policies will be available to cover claims in excess of our retention as originally intended. It is also our understanding that state guaranty funds will provide coverage, subject to certain limitations, of such general liability and
workers compensation. Our inability to access the funds on deposit, to access our liability reinsurance proceeds or to obtain coverage from state guaranty funds could have a material adverse effect on our business, financial condition, results of
operations and cash flows. To the extent that claims exceed our deductible limits and our insurers or guaranty funds do not satisfy their coverage obligations, we may be required to satisfy a portion of those claims directly, which could have a
material adverse effect on our business, financial condition, result of operations and cash flows.



Recently enacted rules may adversely affect our reimbursement rates of coverage.



On April 1, 2002, the Medicare Ambulance Fee Schedule Final Rule became effective. The Final Rule categorizes seven levels of ground ambulance services,
ranging from basic life support to specialty care transport, and two categories of air ambulance services. The base rate conversion factor for services to Medicare patients was set at $170.54 (which is adjusted each year by the CPI  1%),
plus separate mileage payment based on specified relative value units for each level of ambulance service. Adjustments also were included to recognize differences in relative practice costs among geographic areas, and higher transportation costs
that may be incurred by ambulance providers in rural areas with low population density. The Final Rule requires ambulance providers to accept assignment on Medicare claims, which means a provider, must accept Medicares allowed reimbursement
rate as full payment. Medicare typically reimburses 80% of that rate and the remaining 20% is collectible from a secondary insurance or the patient. In addition, the Final Rule calls for a five-year phase-in period to allow time for providers to
adjust to the new payment rates. The fee schedule will be phased in at 20-percent increments each year, with payments being made at 100 percent of the fee schedule in 2006 and thereafter.



We believe the Medicare Ambulance Fee Schedule will have a neutral net impact on our medical transportation revenue at
incremental and full phase-in periods, primarily due to the geographic diversity of our U.S. operations. However, changes in the related rules or regulations, or the interpretation or implementation thereof, could materially alter the impact of the
fee schedule on our medical transportation revenue and, therefore could have a material adverse effect on our business, financial condition, cash flows, and results of operations. Changes in reimbursement policies, or other governmental actions,
together with the financial challenges of some private, third-party payers and budget pressures on other payer sources could influence the timing and, potentially, the receipt of payments and reimbursements. A reduction in coverage or reimbursement
rates by third-party payers, or an increase in our cost structure relative to the rate increase in the Consumer Price Index (CPI), or costs incurred to implement the mandates of the fee schedule could have a material adverse effect on our business,
financial condition, cash flows, and results of operations.



Certain state
and local governments regulate rate structures and limit rates of return.



State or local government regulations or administrative policies regulate rate structures in most states in which we conduct medical transportation operations. In certain service areas in which we are the exclusive
provider of services, the municipality or fire district sets the rates for emergency ambulance services pursuant to a master contract and establishes the rates for general ambulance services that we are permitted to charge. Rates in most service
areas are set at the same amounts for emergency and general ambulance services. For example, the State of Arizona establishes the rate of return we are permitted to earn in determining the ambulance service rates we may charge in that state.
Ambulance services revenue generated in Arizona accounted for approximately 19.0% and 17.9% of net revenue for the year ended June 30, 2003 and 2002, respectively. We may be unable to receive ambulance service rate increases on a timely basis where
rates are regulated or to establish or maintain satisfactory rate structures where rates are not regulated.



Municipalities and fire districts negotiate the payments to be made to us for fire protection services pursuant to master contracts. These master
contracts are based on a budget and on level of effort or performance criteria desired by the municipalities and fire districts. We could be unsuccessful in negotiating or maintaining profitable contracts with municipalities and fire districts.



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Numerous governmental entities regulate our business.



Numerous federal, state and local laws, rules and regulations govern various
aspects of the ambulance and fire fighting service business covering matters such as licensing, rates, employee certification, environmental matters and radio communications. Certificates of necessity may be required from state or local governments
to operate medical transportation services in a designated service area. Master contracts from governmental authorities are subject to risks of cancellation or unenforceability as a result of budgetary and other factors and may subject us to certain
liabilities or restrictions that traditionally have applied only to governmental bodies. Federal, state or local, governments could:



| |  |  | change existing laws, rules or regulations,
| | - |  | -------------------------------------------



| |  |  | adopt new laws, rules or regulations that increase our cost of doing business,
| | - |  | ------------------------------------------------------------------------------



| |  |  | lower reimbursement levels,
| | - |  | ---------------------------



| |  |  | choose to provide services for themselves, or
| | - |  | ---------------------------------------------



| |  |  | otherwise adversely affect our business, financial condition, cash flows, and results of operations.
| | - |  | ----------------------------------------------------------------------------------------------------



We could encounter difficulty in complying with all applicable laws, rules and regulations.



Health care reforms and cost containment may affect our business.



Numerous legislative proposals have been considered that would result in
major reforms in the U.S. health care system. We cannot predict which, if any, health care reforms may be proposed or enacted or the effect that any such legislation would have on our business. The Health Insurance Portability and Accountability Act
of 1996 (HIPAA), which protects the privacy of patients health information handled by health care providers and establishes standards for its electronic transmission, was enacted on August 21, 1996. The final rule, which took effect on April
14, 2001, requires covered entities to comply with the final rules provisions pertaining to privacy standards by April 14, 2003, and covers all individually identifiable health information used or disclosed by a covered entity. We have
addressed the impact of HIPAA and developed policies, training and procedures to comply with the final rule.



In addition to compliance with the privacy standards deadline, the HIPAA Electronic Transactions and Code Set Rule requires us, if we submit claims
electronically, to use the approved HIPAA format by October 16, 2003. On September 23, 2003, CMS announced that it will issue a contingency plan to accept Medicare noncompliant electronic transactions after the October 16, 2003 compliance deadline.
The contingency plan permits CMS to continue to accept and process Medicare claims in the electronic formats now in use, giving providers, like us, additional time to complete the testing process. Although CMS announced a contingency plan, as of
this filing, a Medicaid contingency plan has not been announced. We submit Medicaid claims to the twenty-seven states, of which eleven states require electronic claim submissions and sixteen require paper claim submissions. As of September 24, 2003,
we received confirmation of successful test filings for electronic claims from four of the eleven states which require electronic claim submissions. New York Medicaid has announced that it will not be ready to accept electronic claim submissions in
the approved HIPAA format. Although we will submit our test filings to the remaining six states in advance of the October 16, 2003 deadline, those states may not have the resources and/or funding to meet the regulatory requirements for electronic
claims submissions and may not be able to respond to all of the test submissions by us and other providers before the deadline. As a result, we may be required to submit our claims by paper (rather than electronically), which may extend the payment
cycle an additional thirty days or more. In addition, we await announcements from the commercial insurers regarding compliance with the Rule. Thus, while we have worked diligently to both comply with HIPAA requirements and mitigate the impact of
HIPAA on our business, we could experience a material adverse effect on our business, financial condition, cash flows or results of operations due to (i) significant costs associated with continued compliance under HIPAA or related legislative
enactments, (ii) adverse affects on our collection cycle arising from non-compliance or delayed HIPAA compliance by our payers, customers and other constituents, or (iii) impacts to the health care industry as a whole that may directly or indirectly
cause an adverse affect on our business.



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We may be delisted from the Nasdaq SmallCap Market.



On May 22, 2003, the Nasdaq Stock Market (Nasdaq) notified us that we were not in compliance with a Nasdaq SmallCap Market
maintenance standard. This standard requires that we file with Nasdaq copies of all reports and other documents filed or required to be filed with the Securities and Exchange Commission on a timely basis.



The notification followed our announcement on May 14, 2003 that we would
delay filing our Form 10-Q for the third quarter ended March 31, 2003 due to the need to restate our financial statements for inadequate provisions for discounts applicable to Medicare, Medicaid and other third-party payers and for doubtful accounts
recorded in prior years. We announced that we would file the applicable Form 10-Q upon finalization of the related restatement adjustments.



We subsequently submitted our request for a Nasdaq Listing Qualifications Panel (the Panel) hearing to consider our continued listing. The
hearing was held June 19, 2003, where we presented our basis for a temporary exception to the filing requirement in order to complete our accounts receivable analysis.



On July 17, 2003, Nasdaq informed us that the Panel had made a determination to grant us an exception. In its decision the
Panel determined that our securities would continue to be listed on the Nasdaq SmallCap Market subject to satisfying a September 30, 2003 deadline for filing our Form 10-Q for the third quarter ended March 31, 2003 and our Form 10-K for the fiscal
year ended June 30, 2003.



In addition to granting the filing
exception through September 30, 2003, the Panel specifically required us to timely file all periodic reports with the Securities and Exchange Commission and Nasdaq for all reporting periods ending on or before March 31, 2004. Should we miss a filing
deadline in accordance with the exception, we will not be entitled to a new hearing on the matter and our securities may be delisted from The Nasdaq SmallCap Market. In the event we fail to comply with any continued listing requirement during the
exception period, we will be provided with written notice of the deficiency and an opportunity to present a definitive plan to address the issue prior to the Panels decision as to whether continued listing is appropriate.



The Panel reserved the right to terminate or modify the terms of this
exception upon a review of the Companys reported financial results for the quarter ended March 31, 2003 and the fiscal year ended June 30, 2003. There is no assurance that we will evidence compliance with the requirements as set forth by
Nasdaq or that we will return to continued listing on The Nasdaq SmallCap Market.



On September 29, 2003, we issued a press release indicating that the filing of our Form 10-K for fiscal 2003 would be delayed. We also filed a Form 12b-25 request with the SEC for an extension to file our Form 10-K on
or before October 14, 2003. Due to such delayed filing, we formally requested, on September 30, 2003, that the Panel permit us to comply with their July 17, 2003 decision by filing both our Form 10-K for fiscal 2003 and our Form 10-Q for the period
ended March 31, 2003 on or before October 14, 2003. On October 7, 2003, the Panel informed us that our requested modification to their July 17, 2003 decision was granted.



We depend on certain business relationships.



We depend to a great extent on certain contracts with municipalities or fire districts to provide emergency ambulance
services and fire protection services. Our six largest contracts accounted for approximately 22.9% and 21.9% of net revenue for the year ended June 30, 2003 and 2002, respectively. One of these contracts accounted for approximately 8.2% and 7.3% of
net revenue for the years ended June 30, 2003 and 2002, respectively. Contracts with municipalities or fire districts may have certain budgetary approval constraints. Failure to allocate funds for a contract may adversely affect our ability to
continue to perform services without suffering significant losses. The loss or cancellation of several of these contracts could have a material adverse effect on our business, financial condition, cash flow, and results of operations. We may not be
successful in retaining our existing contracts or in obtaining new contracts for emergency ambulance services or for fire protection services.



Our contracts with municipalities and fire districts and with managed care organizations and health care providers are short term or open-ended or for
periods ranging on average from two years to five years. During such periods, we may determine that a contract is no longer favorable and may seek to modify or terminate the contract. When making such a determination, we may consider factors, such
as weaker than expected transport volume,



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geographical issues adversely affecting response times, and delays in implementing technology upgrades. We face certain risks in attempting to terminate
unfavorable contracts prior to their expiration because of the possibility of forfeiting performance bonds and the potential adverse political and public relations consequences. Our inability to terminate or amend unfavorable contracts as they
occur, could, in the aggregate, have a material adverse effect on our business, financial condition, cash flows, and results of operations. We also face the risk that areas in which we provide fire protection services through subscription
arrangements with residents and businesses will be converted to tax-supported fire districts or annexed by municipalities.



We face risks associated with our prior rapid growth, integration, and acquisitions.



We must integrate and successfully operate the ambulance service providers that we have acquired. The process of integrating
management, operations, facilities, and accounting and billing and collection systems and other information systems requires continued investment of time and resources and can involve difficulties, which could have a material adverse effect on our
business, financial condition, cash flows, and results of operations. Unforeseen liabilities and other issues also could arise in connection with the operation of businesses that we have previously acquired or may acquire in the future. For example,
we became aware of, and have taken corrective action with respect to, various issues arising primarily from the transition to us from various acquired operations of Federal Communications Commission (FCC) licenses for public safety and private
wireless radio frequencies used in the ordinary course of our business. While we do not currently anticipate that action with respect to these issues by the FCCs enforcement bureau will result in material monetary fines or license forfeitures,
there can be no assurance that this will be the case. Our acquisition agreements contain purchase price adjustments, rights of set-off, indemnification, and other remedies in the event that certain unforeseen liabilities or issues arise in
connection with an acquisition. However, these purchase price adjustments, rights of set-off, indemnification, and other remedies expire and may not be sufficient to compensate us in the event that any liabilities or other issues arise.



We face additional risks associated with our international operations.



Due to the deteriorating economic conditions and continued devaluation of
the local currency, we reviewed our strategic alternatives with respect to the continuation of operations in Latin America, primarily in Argentina. We determined that we would benefit from focusing on our domestic operations. Effective September 27,
2002, we sold our Latin American operations to local management. We believe that both the structure of our pre-sale operations and of the sale transaction itself shield us from liabilities associated with past or future activities of our former
Latin American operations. However, due to the nature of local laws and regulatory requirements and the uncertain economic and political environment, particularly in Argentina, there can be no assurance that we will not be required to defend against
future claims. Unanticipated claims successfully asserted against us could have an adverse effect on our business, financial condition, cash flows, and results of operations.



We are in a highly competitive industry.



The ambulance service industry is highly competitive. Ambulance and general medical transportation service providers compete primarily on the basis of
quality of service, performance, and cost. In order to compete successfully, we must make continuing investments in our fleet, facilities, and operating systems. We believe that counties, fire districts, and municipalities and health/care
institutions consider the following factors in awarding a contract:



| |  |  | quality of medical care,
| | - |  | ------------------------



| |  |  | historical response time performance,
| | - |  | -------------------------------------



| |  |  | customer service,
| | - |  | -----------------



| |  |  | financial stability, and
| | - |  | ------------------------



| |  |  | personnel policies and practices.
| | - |  | ---------------------------------



We currently compete with the following entities to provide ambulance services:



| |  |  | governmental entities (including fire districts),
| | - |  | -------------------------------------------------



| |  |  | hospitals,
| | - |  | ----------



| |  |  | other national ambulance service providers,
| | - |  | -------------------------------------------



| |  |  | large regional ambulance service providers, and
| | - |  | -----------------------------------------------



| |  |  | local and volunteer private providers.
| | - |  | --------------------------------------



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Counties, municipalities, fire districts, and health care organizations that currently contract for
ambulance services could choose to provide ambulance services directly in the future. We are experiencing increased competition from fire departments in providing emergency ambulance service. Some of our current competitors and certain potential
competitors have or have access to greater capital and other resources than us.



Tax-supported fire districts, municipal fire departments, and volunteer fire departments represent the principal providers of fire protection services for residential and commercial properties. Private providers
represent only a small portion of the total fire protection market and generally provide services where a tax-supported municipality or fire district has decided to contract for these services or has not assumed the financial responsibility for fire
protection. In these situations, we provide services for a municipality or fire district on a contract basis or provide fire protection services directly to residences and businesses who subscribe for this service. We cannot provide assurance that:



| |  |  | we will be able continue to maintain current contracts or subscriptions or to obtain additional fire protection business on a contractual or subscription basis;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | fire districts or municipalities will not choose to provide fire protection services directly in the future; or
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | areas in which we provide services through subscriptions will not be converted to tax-supported fire districts or annexed by municipalities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



We depend on our management and other key personnel.



Our success depends upon our ability to recruit and retain key personnel. We
could experience difficulty in retaining our current key personnel or in attracting and retaining necessary additional key personnel. Medical personnel shortages in certain market areas currently makes the recruiting, training, and retention of
full-time and part-time personnel more difficult and costly, including the cost of overtime wages. Our internal growth will further increase the demand on our resources and require the addition of new personnel. We have entered into employment
agreements with certain of our executive officers and certain other key personnel. Failure to retain or replace our key personnel may have an adverse effect on our business, financial condition, cash flows and results of operations.



It may be difficult for a third party to acquire us.



Certain provisions of our certificate of incorporation, shareholders
rights plan and Delaware law could make it more difficult for a third party to acquire control of our company, even if a change in control might be beneficial to stockholders. This could discourage potential takeover attempts and could adversely
affect the market price of our common stock.



ITEM 7A. Quantitative and Qualitative Disclosures About Market Risks



Our primary exposure to market risk consists of changes in interest rates on our borrowing activities. Amounts outstanding under our 2003 Amended Credit
Facility bear interest at LIBOR plus 7.0%. A 1% increase in the LIBOR rate would increase our interest expense on an annual basis by approximately $1.5 million. The remainder of our debt is primarily at fixed interest rates. We monitor this risk
associated with interest rate changes and may enter into hedging transactions, such as interest rate swap agreements, to mitigate the related exposure.



ITEM 8.Financial Statements and Supplementary Data



Our Consolidated Financial Statements for the fiscal year ended June 30, 2001 and the related report of Singer Lewak Greenbaum and Goldstein LLP and our
Consolidated Financial Statements as of June 30, 2003 and 2002 and for each of the fiscal years then ended together with related notes and the report of PricewaterhouseCoopers LLP are set forth herein.



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REPORT OF INDEPENDENT AUDITORS



To the Board of
Directors and Stockholders of Rural/Metro Corporation:



In our opinion, the
accompanying consolidated balance sheet and the related consolidated statements of operations, of changes in stockholders equity (deficit), and of cash flows present fairly, in all material respects, the financial position of Rural/Metro
Corporation and its subsidiaries (the Company) at June 30, 2003 and 2002, and the results of their operations and their cash flows for each of the two years in the period ended June 30, 2003, in conformity with accounting principles
generally accepted in the United States of America. These financial statements are the responsibility of the Companys management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



As discussed in Note 2, the Company restated its consolidated financial statements as of and for the year ended June 30, 2002, to adjust its accounts receivable and the
related provisions for discounts applicable to Medicare, Medicaid and other third-party payers and for doubtful accounts as well as to defer enrolment fees relating to its fire protection service contracts.



As discussed in Note 2, the Company changed its method of accounting for variable interest
entities. Additionally, as discussed in Note 7, the Company changed its method of accounting for goodwill effective July 1, 2001.



PricewaterhouseCoopers LLP

Phoenix, Arizona

October 13, 2003



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INDEPENDENT AUDITORS REPORT



To the Board of Directors

Rural/Metro Corporation

Scottsdale, Arizona



We have audited the accompanying restated, consolidated statements of operations, changes in stockholders equity (deficit) stockholders deficit, and cash
flows of Rural/Metro Corporation and subsidiaries for the year ended June 30, 2001. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements on our
audit.



We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the restated, consolidated financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Rural/Metro Corporation and subsidiaries for the year ended June 30,
2001 in conformity with accounting principles generally accepted in the United States of America.



As described in Note 2 to the consolidated financial statements, the Company restated its consolidated financial statements to reflect the consolidation of its investments in San Diego Medical Services Enterprises LLC
upon adoption of Financial Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.



As described in Note 2 to the consolidated financial statements, the June 30, 2001 consolidated financial statements have been restated due
to the understatement of Medicare, Medicaid and contractual discounts and doubtful accounts related to the Companys accounts receivables allowances.



As described in Note 7, the Company changed its method of accounting for goodwill effective July 1, 2001.



SINGER LEWAK GREENBAUM & GOLDSTEIN LLP



Los Angeles, California

October 13, 2003



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RURAL/METRO CORPORATION

CONSOLIDATED BALANCE SHEET

June 30, 2003 and 2002



|                                                                                                                                                                                                                     |  | 2003           |          |   | 2002            |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | -------- | - | --------------- | -
|                                                                                                                                                                                                                     |  | (in thousands) |         
|                                                                                                                                                                                                                     |  |                |          |   | (As Restated *) |  
|ASSETS                                                                                                                                                                                                               |  |                |          |   |                 |  
|Current assets:                                                                                                                                                                                                      |  |                |          |   |                 |  
|Cash                                                                                                                                                                                                                 |  | $              | 12,561   |   |                 | $
|Accounts receivable, net of allowance for doubtful accounts of $48,422 million and $37,966 million
respectively                                                                                                      |  |                | 60,428   |   |                 |  
|Inventories                                                                                                                                                                                                          |  |                | 11,504   |   |                 |  
|Prepaid expenses and other                                                                                                                                                                                           |  |                | 7,511    |   |                 |  
|                                                                                                                                                                                                                     |  |                |          |   |                 |  
|Total current assets                                                                                                                                                                                                 |  |                | 92,004   |   |                 |  
|Property and equipment, net                                                                                                                                                                                          |  |                | 43,010   |   |                 |  
|Goodwill                                                                                                                                                                                                             |  |                | 41,167   |   |                 |  
|Insurance deposits                                                                                                                                                                                                   |  |                | 7,937    |   |                 |  
|Other assets                                                                                                                                                                                                         |  |                | 12,048   |   |                 |  
|                                                                                                                                                                                                                     |  |                |          |   |                 |  
|                                                                                                                                                                                                                     |  | $              | 196,166  |   |                 | $
|                                                                                                                                                                                                                     |  |                |          |   |                 |  
|LIABILITIES, MINORITY INTERESTS, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                                                       |  |                |          |   |                 |  
|Current liabilities:                                                                                                                                                                                                 |  |                |          |   |                 |  
|Accounts payable                                                                                                                                                                                                     |  | $              | 13,778   |   |                 | $
|Accrued liabilities                                                                                                                                                                                                  |  |                | 57,698   |   |                 |  
|Deferred revenue                                                                                                                                                                                                     |  |                | 17,603   |   |                 |  
|Current portion of long-term debt                                                                                                                                                                                    |  |                | 1,329    |   |                 |  
|                                                                                                                                                                                                                     |  |                |          |   |                 |  
|Total current liabilities                                                                                                                                                                                            |  |                | 90,408   |   |                 |  
|Long-term debt, net of current portion                                                                                                                                                                               |  |                | 305,310  |   |                 |  
|Other liabilities                                                                                                                                                                                                    |  |                | 181      |   |                 |  
|Deferred income taxes                                                                                                                                                                                                |  |                | 650      |   |                 |  
|                                                                                                                                                                                                                     |  |                |          |   |                 |  
|Total liabilities                                                                                                                                                                                                    |  |                | 396,549  |   |                 |  
|                                                                                                                                                                                                                     |  |                |          |   |                 |  
|Minority interests                                                                                                                                                                                                   |  |                | 1,984    |   |                 |  
|                                                                                                                                                                                                                     |  |                |          |   |                 |  
|Series B Redeemable preferred stock, $.01 par value 634,647 shares authorized, 211,549 shares issued and outstanding at June 30,
2003; including accumulated accretion of $3,604 (redemption value of $15.0 million) |  |                | 7,793    |   |                 |  
|                                                                                                                                                                                                                     |  |                |          |   |                 |  
|Commitments and contingencies                                                                                                                                                                                        |  |                |         |   |                 |  
|Stockholders equity (deficit):                                                                                                                                                                                      |  |                |          |   |                 |  
|Common stock, $.01 par value, 23,000,000 shares authorized, 16,207,830 and 15,651,095 shares issued and outstanding at June 30,
2003 and 2002, respectively                                                          |  |                | 166      |   |                 |  
|Additional paid-in capital                                                                                                                                                                                           |  |                | 135,405  |   |                 |  
|Treasury stock, at cost, 149,456 shares at June 30, 2003 and 2002                                                                                                                                                    |  |                | (1,239   | ) |                 |  
|Accumulated deficit                                                                                                                                                                                                  |  |                | (344,492 | ) |                 |  
|Accumulated other comprehensive income                                                                                                                                                                               |  |                |         |   |                 |  
|                                                                                                                                                                                                                     |  |                |          |   |                 |  
|Total stockholders equity (deficit)                                                                                                                                                                                 |  |                | (210,160 | ) |                 |  
|                                                                                                                                                                                                                     |  |                |          |   |                 |  
|                                                                                                                                                                                                                     |  | $              | 196,166  |   |                 | $
|                                                                                                                                                                                                                     |  |                |          |   |                 |  

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



See accompanying notes



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RURAL/METRO CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

For The Years Ended June 30, 2003, 2002 and 2001



|                                                                                                                                                                                                                                                 |  | 2003                                    |         |   | 2002            |   |         | 2001 | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------- | ------- | - | --------------- | - | ------- | ---- | 
|                                                                                                                                                                                                                                                 |  | (in thousands except per share amounts) |        
|                                                                                                                                                                                                                                                 |  |                                         |         |   | (As Restated *) |  
|Net revenue                                                                                                                                                                                                                                      |  | $                                       | 520,477 |   |                 | $ | 488,980 |      | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Operating expenses:                                                                                                                                                                                                                              |  |                                         |         |   |                 |   |         |      | 
|Payroll and employee benefits                                                                                                                                                                                                                    |  |                                         | 284,021 |   |                 |   | 269,123 |      | 
|Provision for doubtful accounts                                                                                                                                                                                                                  |  |                                         | 85,046  |   |                 |   | 77,725  |      | 
|Depreciation and amortization                                                                                                                                                                                                                    |  |                                         | 13,289  |   |                 |   | 16,267  |      | 
|Other operating expenses                                                                                                                                                                                                                         |  |                                         | 113,535 |   |                 |   | 103,280 |      | 
|Asset impairment charges                                                                                                                                                                                                                         |  |                                         |        |   |                 |   |        |      | 
|Contract termination costs and related asset impairment charges                                                                                                                                                                                  |  |                                         |        |   |                 |   | (107    | )    | 
|Restructuring and other                                                                                                                                                                                                                          |  |                                         | (1,421  | ) |                 |   | (718    | )    | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Total operating expenses                                                                                                                                                                                                                         |  |                                         | 494,470 |   |                 |   | 465,570 |      | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Operating income (loss)                                                                                                                                                                                                                          |  |                                         | 26,007  |   |                 |   | 23,410  |      | 
|Interest expense                                                                                                                                                                                                                                 |  |                                         | (28,012 | ) |                 |   | (25,462 | )    | 
|Interest income                                                                                                                                                                                                                                  |  |                                         | 197     |   |                 |   | 644     |      | 
|Other income (expense) net                                                                                                                                                                                                                       |  |                                         | 146     |   |                 |   | 8       |      | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Loss from continuing operations before income taxes, minority interest and cumulative effect of change in accounting
principle                                                                                                                   |  |                                         | (1,662  | ) |                 |   | (1,400  | )    | 
|Income tax (provision) benefit                                                                                                                                                                                                                   |  |                                         | (197    | ) |                 |   | 2,520   |      | 
|Minority interest                                                                                                                                                                                                                                |  |                                         | (1,507  | ) |                 |   | (750    | )    | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Income (loss) from continuing operations before cumulative effect of change in accounting principle                                                                                                                                              |  |                                         | (3,366  | ) |                 |   | 370     |      | 
|Income (loss) from discontinued Latin American operations (including gain on disposal of $12,488 in fiscal 2003 and loss on
disposition of clinic operations of $9,374 for fiscal 2001), net of tax of $0 in 2003, $101 in 2002 and $364 in 2001 |  |                                         | 12,332  |   |                 |   | 979     |      | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Income (loss) before cumulative effect of change in accounting principle                                                                                                                                                                         |  |                                         | 8,966   |   |                 |   | 1,349   |      | 
|Cumulative effect of change in accounting principle, net of tax of $0                                                                                                                                                                            |  |                                         |        |   |                 |   | (49,513 | )    | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Net income (loss)                                                                                                                                                                                                                                |  |                                         | 8,966   |   |                 |   | (48,164 | )    | 
|Less: Accretion of redeemable preferred stock                                                                                                                                                                                                    |  |                                         | (3,604  | ) |                 |   |        |      | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Net income (loss) applicable to common stock                                                                                                                                                                                                     |  | $                                       | 5,362   |   |                 | $ | (48,164 | )    | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Income (loss) per share                                                                                                                                                                                                                          |  |                                         |         |   |                 |   |         |      | 
|Basic                                                                                                                                                                                                                                           |  |                                         |         |   |                 |   |         |      | 
|Income (loss) from continuing operations before cumulative effect of change in accounting principle after accretion of redeemable
preferred stock                                                                                                |  | $                                       | (0.44   | ) |                 | $ | 0.02    |      | 
|Income (loss) from discontinued operations                                                                                                                                                                                                       |  |                                         | 0.77    |   |                 |   | 0.07    |      | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Income (loss) before cumulative effect of change in accounting principle                                                                                                                                                                         |  |                                         | 0.33    |   |                 | $ | 0.09    |      | 
|Cumulative effect of change in accounting principle                                                                                                                                                                                              |  |                                         |        |   |                 |   | (3.26   | )    | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Net income (loss)                                                                                                                                                                                                                                |  | $                                       | 0.33    |   |                 | $ | (3.17   | )    | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Diluted                                                                                                                                                                                                                                         |  |                                         |         |   |                 |   |         |      | 
|Income (loss) from continuing operations before cumulative effect of change in accounting principle after accretion of redeemable
preferred stock                                                                                                |  | $                                       | (0.44   | ) |                 | $ | 0.02    |      | 
|Income (loss) from discontinued operations                                                                                                                                                                                                       |  |                                         | 0.77    |   |                 |   | 0.07    |      | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Income (loss) before cumulative effect of change in accounting principle                                                                                                                                                                         |  |                                         | 0.33    |   |                 |   | 0.09    |      | 
|Cumulative effect of change in accounting principle                                                                                                                                                                                              |  |                                         |        |   |                 |   | (3.14   | )    | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Net income (loss)                                                                                                                                                                                                                                |  | $                                       | 0.33    |   |                 | $ | (3.05   | )    | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Average number of common shares outstanding  Basic                                                                                                                                                                                              |  |                                         | 16,116  |   |                 |   | 15,190  |      | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 
|Average number of common shares outstanding  Diluted                                                                                                                                                                                            |  |                                         | 16,116  |   |                 |   | 15,773  |      | 
|                                                                                                                                                                                                                                                 |  |                                         |         |   |                 |   |         |      | 

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



See accompanying notes



62



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RURAL/METRO CORPORATION



CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

For The Years Ended June 30, 2003, 2002 and 2001



|                                                                                                                         |  | Common Stock |     | Additional Paid-in Capital |   |         | Treasury Stock |  |   | Accumulated Deficit |   |  | Accumulated Other Comprehensive Income (loss) |          |   | Total |  
|------------------------------------------------------------------------------------------------------------------------ |  | ------------ | --- | -------------------------- | - | ------- | -------------- |  | - | ------------------- | - |  | --------------------------------------------- | -------- | - | ----- | -
|                                                                                                                         |  |              |     |                            |   |         | (in thousands) |  |   |                     |   |  |                                               |         
|Balance, June 30, 2000 (As Restated *)                                                                                   |  | $            | 149 |                            | $ | 137,603 |                |  | $ | (1,239              | ) |  | $                                             | (100,004 | ) |       | $
|Issuance of 273,584 shares of common stock                                                                               |  |              | 3   |                            |   | 345     |                |  |   |                    |   |  |                                               |         |   |       |  
|Comprehensive loss, net of tax:                                                                                          |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|Net loss (As Restated *)                                                                                                 |  |              |    |                            |   |        |                |  |   |                    |   |  |                                               | (205,290 | ) |       |  
|Foreign currency translation adjustments                                                                                 |  |              |    |                            |   |        |                |  |   |                    |   |  |                                               |         |   |       |  
|                                                                                                                         |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|Comprehensive loss (As Restated*)                                                                                        |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|                                                                                                                         |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|Balance, June 30, 2001(As Restated *)                                                                                    |  |              | 152 |                            |   | 137,948 |                |  |   | (1,239              | ) |  |                                               | (305,294 | ) |       |  
|Issuance of 751,175 shares of common stock                                                                               |  |              | 7   |                            |   | 449     |                |  |   |                    |   |  |                                               |         |   |       |  
|Fair value of options issued to non-employee                                                                             |  |              |    |                            |   | 73      |                |  |   |                    |   |  |                                               |         |   |       |  
|Comprehensive loss, net of tax:                                                                                          |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|Net loss (As Restated *)                                                                                                 |  |              |    |                            |   |        |                |  |   |                    |   |  |                                               | (48,164  | ) |       |  
|Foreign currency translation adjustments                                                                                 |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|                                                                                                                         |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|Comprehensive loss (As Restated*)                                                                                        |  |              |    |                            |   |        |                |  |   |                    |   |  |                                               |         |   |       |  
|                                                                                                                         |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|Balance, June 30, 2002 (As restated *)                                                                                   |  |              | 159 |                            |   | 138,470 |                |  |   | (1,239              | ) |  |                                               | (353,458 | ) |       |  
|Issuance of 664,272 shares of common stock                                                                               |  |              | 7   |                            |   | 400     |                |  |   |                    |   |  |                                               |         |   |       |  
|Non-cash stock compensation expense relating to stock option modification                                                |  |              |    |                            |   | 139     |                |  |   |                    |   |  |                                               |         |   |       |  
|Accretion of redeemable preferred stock                                                                                  |  |              |    |                            |   | (3,604  | )              |  |   |                    |   |  |                                               |         |   |       |  
|Comprehensive income, net of tax:                                                                                        |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|Net income                                                                                                               |  |              |    |                            |   |        |                |  |   |                    |   |  |                                               | 8,966    |   |       |  
|Foreign currency translation adjustments                                                                                 |  |              |    |                            |   |        |                |  |   |                    |   |  |                                               |         |   |       |  
|Recognition of foreign currency translation adjustments in conjunction with the disposition of Latin American
operations |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|                                                                                                                         |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|Comprehensive loss                                                                                                       |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|                                                                                                                         |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  
|Balance at June 30, 2003                                                                                                 |  | $            | 166 |                            | $ | 135,405 |                |  | $ | (1,239              | ) |  | $                                             | (344,492 | ) |       | $
|                                                                                                                         |  |              |     |                            |   |         |                |  |   |                     |   |  |                                               |          |   |       |  

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



See accompanying notes



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RURAL/METRO CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

For The Years Ended June 30, 2003, 2002 and 2001



|                                                                                          |  | 2003           |         |   | 2002            |   |         | 2001 | 
|----------------------------------------------------------------------------------------- |  | -------------- | ------- | - | --------------- | - | ------- | ---- | 
|                                                                                          |  | (in thousands) |        
|                                                                                          |  |                |         |   | (As Restated *) |  
|Cash flows from operating activities:                                                     |  |                |         |   |                 |   |         |      | 
|Net income (loss)                                                                         |  | $              | 8,966   |   |                 | $ | (48,164 | )    | 
|Adjustments to reconcile net income (loss) to net cash provided by operating activities  |  |                |         |   |                 |   |         |      | 
|Non-cash portion of restructuring and other                                               |  |                | (1,421  | ) |                 |   | (718    | )    | 
|Non-cash portion of contract termination charges                                          |  |                |        |   |                 |   | (107    | )    | 
|Non-cash asset impairment charges                                                         |  |                |        |   |                 |   |        |      | 
|Non-cash portion of gain on disposal of Latin American operations                         |  |                | (13,732 | ) |                 |   |        |      | 
|Non-cash portion of loss on disposition of clinic operations                              |  |                |        |   |                 |   |        |      | 
|Cumulative effect of change in accounting principle                                       |  |                |        |   |                 |   | 49,513  |      | 
|Depreciation and amortization                                                             |  |                | 13,313  |   |                 |   | 16,210  |      | 
|Gain on sale of property and equipment                                                    |  |                | (540    | ) |                 |   | (285    | )    | 
|Provision for doubtful accounts                                                           |  |                | 85,046  |   |                 |   | 77,880  |      | 
|Deferred income taxes                                                                     |  |                |        |   |                 |   | (300    | )    | 
|Earnings (losses) of minority shareholders                                                |  |                | 1,507   |   |                 |   | 750     |      | 
|Amortization of deferred financing costs                                                  |  |                | 2,038   |   |                 |   | 726     |      | 
|Amortization of debt discount                                                             |  |                | 26      |   |                 |   | 26      |      | 
|Non-cash charge related to joint venture                                                  |  |                |        |   |                 |   |        |      | 
|Non-cash stock compensation expense                                                       |  |                |        |   |                 |   | 73      |      | 
|Other                                                                                     |  |                | (176    | ) |                 |   | (8      | )    | 
|Change in assets and liabilities                                                         |  |                |         |   |                 |   |         |      | 
|Increase in accounts receivable                                                           |  |                | (81,589 | ) |                 |   | (73,771 | )    | 
|Decrease in inventories                                                                   |  |                | 656     |   |                 |   | 948     |      | 
|(Increase) decrease in prepaid expenses and other                                         |  |                | (476    | ) |                 |   | (2,792  | )    | 
|(Increase) decrease in insurance deposits                                                 |  |                | 291     |   |                 |   | (4,492  | )    | 
|Decrease in other assets                                                                  |  |                | 126     |   |                 |   | 1,871   |      | 
|Increase (decrease) in accounts payable                                                   |  |                | 1,545   |   |                 |   | 1,453   |      | 
|Increase (decrease) in accrued liabilities and other liabilities                          |  |                | (3,342  | ) |                 |   | (9,881  | )    | 
|Increase (decrease) in deferred revenue                                                   |  |                | 908     |   |                 |   | 702     |      | 
|                                                                                          |  |                |         |   |                 |   |         |      | 
|Net cash provided by operating activities                                                 |  |                | 13,146  |   |                 |   | 9,634   |      | 
|                                                                                          |  |                |         |   |                 |   |         |      | 
|Cash flows from investing activities:                                                     |  |                |         |   |                 |   |         |      | 
|Capital expenditures                                                                      |  |                | (9,400  | ) |                 |   | (6,854  | )    | 
|Proceeds from the sale of property and equipment                                          |  |                | 1,818   |   |                 |   | 1,022   |      | 
|                                                                                          |  |                |         |   |                 |   |         |      | 
|Net cash used in investing activities                                                     |  |                | (7,582  | ) |                 |   | (5,832  | )    | 
|                                                                                          |  |                |         |   |                 |   |         |      | 
|Cash flows from financing activities:                                                     |  |                |         |   |                 |   |         |      | 
|Repayments on credit facility                                                             |  |                |        |   |                 |   | (1,263  | )    | 
|Repayment of debt and capital lease obligations                                           |  |                | (1,569  | ) |                 |   | (1,862  | )    | 
|Cash paid for debt modification costs                                                     |  |                | (1,583  | ) |                 |   |        |      | 
|Borrowings under capital lease obligations                                                |  |                |        |   |                 |   |        |      | 
|Distributions to minority shareholders                                                    |  |                | (914    | ) |                 |   | (501    | )    | 
|Issuance of common stock                                                                  |  |                | 407     |   |                 |   | 456     |      | 
|                                                                                          |  |                |         |   |                 |   |         |      | 
|Net cash used in financing activities                                                     |  |                | (3,659  | ) |                 |   | (3,170  | )    | 
|                                                                                          |  |                |         |   |                 |   |         |      | 
|Effect of currency exchange rate changes on cash                                          |  |                | (21     | ) |                 |   | 302     |      | 
|                                                                                          |  |                |         |   |                 |   |         |      | 
|Increase (decrease) in cash                                                               |  |                | 1,884   |   |                 |   | 934     |      | 
|Cash, beginning of year                                                                   |  |                | 10,677  |   |                 |   | 9,743   |      | 
|                                                                                          |  |                |         |   |                 |   |         |      | 
|Cash, end of year                                                                         |  | $              | 12,561  |   |                 | $ | 10,677  |      | 
|                                                                                          |  |                |         |   |                 |   |         |      | 

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



See accompanying notes



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(1) The Company and its Significant Accounting Policies



Nature of Business and Operations



Rural/Metro Corporation, a Delaware corporation, and its subsidiaries (collectively, the Company) is a diversified emergency services company providing medical transportation, fire protection and other related
services in 26 states. In the United States, the Company provides emergency and non-emergency ambulance services to patients on both a fee-for-service basis and a non-refundable subscription fee basis. Fire protection services are provided either
under contracts with municipalities or fire districts, or on a subscription fee basis to individual homeowners or commercial property owners. Through September 27, 2002, the Company provided urgent home medical care and ambulance services under
capitated service arrangements in Latin America.



Use of
Estimates



The preparation of financial statements in
accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting period. Significant estimates have been used by management
in conjunction with the measurement of discounts applicable to Medicare, Medicaid and other third-party payers, the allowance for doubtful accounts, the valuation allowance for deferred tax assets, workers compensation and general liability
claim reserves, fair values of reporting units for purposes of goodwill impairment testing and future cash flows associated with long-lived assets. Actual results could differ from these estimates.



Principles of Consolidation



The accompanying consolidated financial statements include the accounts of
the Company, its wholly-owned subsidiaries and a majority-owned subsidiary which it controls. All material intercompany accounts and transactions have been eliminated. Investments in companies that represent less than 20% of the related voting stock
are accounted for on the cost basis.



Revenue Recognition



Medical transportation and related services revenue
includes emergency and non-emergency ambulance and alternative transportation service fees as well as municipal subsidies and subscription fees. Domestic ambulance and alternative transportation service fees are recognized as services are provided
and are recorded net of estimated discounts applicable to Medicare, Medicaid and other third-party payers. Such discounts, which totaled $160.0 million in fiscal 2003, $148.2 million in fiscal 2002 and $145.9 million in fiscal 2001, are reflected as
a reduction of gross revenues in the accompanying consolidated statement of operations. Ambulance subscription fees, which are generally received in advance, are deferred and recognized on a pro rata basis over the term of the subscription
agreement, which is generally one year.



Revenue generated
under fire protection service contracts is recognized over the life of the contract. Subscription fees, which are generally received in advance, are deferred and recognized on a pro rata basis over the term of the subscription agreement, which is
generally one year.



The Company charges an enrollment fee for
new subscribers under its fire protection service contracts. Such fees are deferred and recognized over the estimated customer relationship period of nine years. Other revenue primarily consists of dispatch, fleet, billing, training and home health
care service fees which are recognized when the services are provided.



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An allowance for doubtful accounts is based on historical collection trends, credit risk assessments
applicable to certain types of payers and other relevant information. A summary of activity in the Companys allowance for doubtful accounts during the fiscal years ended June 30, 2003, 2002 and 2001 is as follows (in thousands):



|                                           |  | June 30, |        
|------------------------------------------ |  | -------- | -------
|                                           |  | 2003     |        
|                                           |  |          |        
|Balance at beginning of year               |  |          | 37,966 
|Provision for doubtful accounts - Domestic |  |          | 85,046 
|Provision for doubtful accounts -          |  |          |        
|Latin America                              |  |          |       
|Write-offs related to doubtful accounts    |  |          | (74,590
|                                           |  |          |        
|Balance at end of year                     |  | $        | 48,422 
|                                           |  |          |        

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



Inventories



Inventories, consisting primarily of ambulance and fleet supplies, are stated at the lower of cost or market with cost determined on a first-in, first-out
basis.



Property and Equipment



Property and equipment is stated at cost, less accumulated depreciation, and
is depreciated over the estimated useful lives using the straight-line method. Equipment and vehicles are depreciated over three to ten years and buildings are depreciated over fifteen to thirty years. Property and equipment held under capital
leases is stated at the present value of minimum lease payments, net of accumulated amortization. These assets are amortized over the shorter of the lease term or the estimated useful life of the underlying assets using the straight-line method.
Major additions and improvements are capitalized; maintenance and repairs which do not improve or significantly extend the life of assets are expensed as incurred.



Impairment of Long-Lived Assets



The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the
related carrying amounts may not be recoverable, by comparing the carrying amount of such assets to the estimated undiscounted future cash flows associated with them. In cases where the estimated undiscounted cash flows are less than the related
carrying amount, an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value of the assets. The fair value is determined based on the present value of estimated future cash flows using a discount rate
commensurate with the risks involved.



Income Taxes



Income taxes are accounted for using the asset and
liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the
related benefits will not be realized.



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Stock Compensation



The Company accounts for employee stock compensation using the intrinsic value method specified by Accounting Principles
Board (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations (APB 25). The Company accounts for stock-based compensation arrangements with non-employees in accordance with Emerging Issues Task Force Issue No 96-18,
Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services.



Statement of Financial Accounting Standard (SFAS) No. 123, Accounting for Stock-Based Compensation defines a fair value based method of
accounting for employee stock options or similar equity instruments but also allows an entity to continue to measure compensation cost related to stock options issued to employees using the method of accounting prescribed by APB 25. Entities who
elected to continue following APB 25 must make pro forma disclosures of net income (loss) and earnings (loss) per share, as if the fair value based method of accounting defined in SFAS 123 had been applied.



The Company has elected to continue to account for its stock-based
compensation plans under APB 25. As exercise prices have equaled the market price of the Companys common stock on the date of grant, stock compensation expense has not been reflected in the accompanying consolidated statement of operations at
the date of grant. Stock compensation expense has been recognized for certain modifications made to existing stock options at the time of such modifications. The Company has computed, for pro forma disclosure purposes, the value of all option shares
and Employee Stock Purchase Program (ESPP) discounts granted during fiscal years 2003, 2002 and 2001, using the Black-Scholes option pricing model with the following weighted average assumptions:



|                                                    |  | Year ended June 30, |  
|--------------------------------------------------- |  | ------------------- | -
|                                                    |  | 2003                |  
|                                                    |  | Options             |  
|Risk-free interest rate                             |  | 1.61                | %
|Expected dividend yield                             |  | 0.00                | %
|Expected lives in years (after vesting for options) |  | 1.21                |  
|Expected volatility                                 |  | 143.51              | %



The total value of
options granted and the ESPP share discount were estimated to be the following amounts, which would be amortized on the straight-line basis over the vesting period (in thousands):



|                                 |  | Options |       | ESPP
|-------------------------------- |  | ------- | ----- | ----
|For the year ended June 30, 2003 |  | $       | 2,554 |     
|For the year ended June 30, 2002 |  | $       | 409   |     
|For the year ended June 30, 2001 |  | $       | 1,134 |     



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If the Company had accounted for its stock-based compensation plans using a fair value based method of
accounting, the Companys pro forma net income (loss) and diluted earnings (loss) per share would have been as follows (in thousands, except per share amounts):



|                                                                                                            |  | Year ended June 30, |       
|----------------------------------------------------------------------------------------------------------- |  | ------------------- | ------
|                                                                                                            |  | 2003                |       
|                                                                                                            |  |                     |       
|Net income (loss) applicable to common stock                                                                |  | $                   | 5,362 
|Deduct: Stock based employee compensation determined under the fair value method for all awards, net of tax |  |                     | (1,764
|                                                                                                            |  |                     |       
|Proforma net income (loss) applicable to common stock                                                       |  | $                   | 3,598 
|                                                                                                            |  |                     |       
|Income (loss) per share:                                                                                    |  |                     |       
|Basic  As reported                                                                                         |  | $                   | 0.33  
|                                                                                                            |  |                     |       
|Basic  pro forma                                                                                           |  | $                   | 0.22  
|                                                                                                            |  |                     |       
|Diluted  As reported                                                                                       |  | $                   | 0.33  
|                                                                                                            |  |                     |       
|Diluted  pro forma                                                                                         |  | $                   | 0.22  
|                                                                                                            |  |                     |       

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



The effects of applying SFAS 123 for providing pro forma disclosures for fiscal years 2003, 2002 and 2001 are not likely to be representative of the
effects on reported net income (loss) and diluted income (loss) per share for future years, because options vest over several years and additional awards are made each year.



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Earnings Per Share



A reconciliation of the numerators and denominators (weighted average number of shares outstanding) utilized in the basic
and diluted income (loss) per share computations for the years ended June 30, 2003, 2002 and 2001 are as follows (in thousands, except per share amounts):



|                                                                                                                                                  |  | Year ended June 30, |       
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ------
|                                                                                                                                                  |  | 2003                |       
|                                                                                                                                                  |  |                     |       
|Income (loss) from continuing operations before cumulative effect of change in accounting principle                                               |  | $                   | (3,366
|Less: Accretion of redeemable preferred stock                                                                                                     |  |                     | (3,604
|                                                                                                                                                  |  |                     |       
|Income (loss) from continuing operations before cumulative effect of change in accounting principle after accretion of redeemable
preferred stock |  | $                   | (6,970
|                                                                                                                                                  |  |                     |       
|Average number of common shares outstanding  Basic                                                                                               |  |                     | 16,116
|Add: Incremental common shares for stock options                                                                                                  |  |                     |      
|                                                                                                                                                  |  |                     |       
|Average number of common shares outstanding - Diluted                                                                                             |  |                     | 16,116
|                                                                                                                                                  |  |                     |       
|Income (loss) per share  Basic                                                                                                                   |  |                     |       
|Income (loss) from continuing operations before cumulative effect of change in accounting principle                                               |  | $                   | (0.21 
|Less: Accretion of redeemable preferred stock                                                                                                     |  |                     | (0.23 
|                                                                                                                                                  |  |                     |       
|Income (loss) from continuing operations before cumulative effect of change in accounting principle after accretion of redeemable
preferred stock |  | $                   | (0.44 
|                                                                                                                                                  |  |                     |       
|Income (loss) per share  Diluted                                                                                                                 |  |                     |       
|Income (loss) from continuing operations before cumulative effect of change in accounting principle                                               |  | $                   | (0.21 
|Less: Accretion of redeemable preferred stock                                                                                                     |  |                     | (0.23 
|                                                                                                                                                  |  |                     |       
|Income (loss) from continuing operations before cumulative effect of change in accounting principle less accretion of redeemable
preferred stock  |  | $                   | (0.44 
|                                                                                                                                                  |  |                     |       

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



As a result of anti-dilutive effects, approximately 1.4 million and 0.2 million option shares for the years ended June 30, 2003 and 2001, respectively,
which had exercise prices below the applicable market prices, were not included in the computation of diluted loss per share. Stock options with exercise prices above the applicable market prices have also been excluded from the calculation of
diluted loss per share. Such options totaled 4.8 million, 4.4 million and 4.4 million for the the years ended June 30, 2003, 2002 and 2001, respectively.



Effective October 1, 2002, the loss per share has been impacted by the accretion of the Series B redeemable preferred stock to its redemption value as
described in Note 14. Additionally, upon approval of the stockholders of an increase in authorized common shares and notice from the Company of its intention to convert the Series B redeemable



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preferred stock, 2,115,490 common shares will be included in the denominator of the diluted earnings per share calculation.



Foreign Currency Translation



Prior to the disposition on September 27, 2002, the Companys Argentine
subsidiaries utilized the peso as their functional currency as their business was primarily transacted in pesos. Since 1991, the Argentine peso had been pegged to the U.S. dollar at an exchange rate of 1 to 1. In December 2001, the Argentine
government imposed exchange restrictions which severely limited cash conversions and withdrawals. When exchange houses reopened on January 11, 2002, the peso to dollar exchange rate closed at 1.7 pesos to the dollar.



In order to prepare the accompanying financial statements as of and for the
year ended June 30, 2002, the Company translated the balance sheet of its Argentine subsidiaries using an exchange rate of 3.9 pesos to 1 US dollar, the closing rate on June 30, 2002, while their statements of operations and cash flows through
September 27, 2002 were translated using the weighted average rate in effect during the respective period. As the liabilities of the Argentine subsidiaries exceeded their assets, the change in exchange rates resulted in a credit to accumulated other
comprehensive income (loss) in the consolidated balance sheet as of June 30, 2002.



Concentrations of Credit Risk



Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company places its cash with federally-insured institutions and limits the amount of
credit exposure to any one institution. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographical dispersion.



Recently Issued Accounting Pronouncements



In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 clarifies the requirements of FASB Statement No. 5, Accounting for Contingencies,
relating to the guarantors accounting for, and disclosure of, the issuance of certain types of guarantees. FIN 45 is to be applied on a prospective basis to guarantees issued or modified after December 31, 2002. The adoption of FIN 45 did not
have a material impact on the Companys financial condition or results of operations. Note 17, Commitments and Contingencies, contains additional information with respect to the Companys guarantees and indemnifications.



In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (FIN 46) to clarify when a company should consolidate in its financial statements the assets, liabilities and activities of a variable interest
entity or VIE. FIN 46 provides general guidance as to the definition of a VIE and requires that such VIEs be consolidated if a company absorbs the majority of the VIEs expected losses, or is entitled to receive a majority of the VIEs residual
returns, or both. FIN 46 is effective immediately for all new VIEs created after January 31, 2003. For VIEs created before February 1, 2003, the consolidation provisions of FIN 46 must be applied for the first interim or annual reporting period
beginning after June 15, 2003 on either a retroactive or prospective basis.



The Company determined that its investment in San Diego Medical Services Enterprise, LLC, (SDMSE), the entity formed with respect to its public/private alliance with the City of San Diego, meets the definition of a
VIE as its economic interest in SDMSE is proportionately greater than its ownership interest and therefore, its investment in SDMSE should be consolidated under FIN 46. The Company had previously accounted for its investment in SDMSE using the
equity method. While consolidation of SDMSE did not impact the Companys previously reported net income (loss) or stockholders deficit, its consolidated financial statements of prior periods have been restated for comparative purposes as
allowed by FIN 46. The Company does not believe that it has any other investments or contractual obligations that would require consolidation under FIN 46.



In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.
SFAS No. 150 specifies that freestanding financial instruments within its scope



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constitute obligations of the issuer and that, therefore, the issuer must classify them as liabilities. Such freestanding financial instruments include
certain mandatorily redeemable financial instruments, obligations to repurchase the issuers equity shares by transferring assets, and certain obligations to issue a variable number of shares. SFAS No. 150 is effective immediately for all
financial instruments entered into or modified after May 31, 2003. For all other instruments, SFAS No. 150 is effective July 1, 2003. The Company is in the process of evaluating the impact of SFAS No. 150 on its consolidated financial statements.



Reclassifications of 2001 and 2000 Financial Information



Certain financial information relating to fiscal 2002 and
2001 has been reclassified to conform with the 2003 presentation. The results of the Companys Latin American operations for the years ended June 30, 2002 and 2001 have been reclassified and are included in income (loss) from discontinued
operations.



(2) Restatement of Consolidated Financial Statements



The Company has restated its consolidated financial
statements for the following:



Accounts Receivable: The
Company determined that collections on accounts receivable relating to medical transportation revenue, primarily revenue recognized prior to fiscal 2001, were substantially less than originally anticipated and the related provisions for discounts
applicable to Medicare, Medicaid and other third-party payers and for doubtful accounts recognized in such prior years were inadequate. The inadequacy of such provisions caused the Companys period-end allowance for doubtful accounts through
March 31, 2003 to be understated and its accounts receivable overstated. The Company determined that this situation was primarily attributable to inaccurate assumptions utilized in the provision estimation process in use prior to fiscal 2001 as well
as in the process utilized to assess the adequacy of the allowance for doubtful accounts through March 31, 2003.



The Company determined that its consolidated financial statements of prior years required restatement as a result of this matter. The portion of the
restatement adjustments relating to discounts applicable to Medicare, Medicaid and other third-party payers is reflected as a reduction of net revenue while the portion relating to uncollectible accounts is reflected as an adjustment to the
provision for doubtful accounts. The after-tax effect of the related restatement adjustments increased the Companys accumulated deficit as of June 30, 2000 by $58.0 million.



Enrollment Fees: The Company charges an enrollment fee for new subscribers under its fire protection service
contracts. The Company previously recognized these enrollment fees at the time of billing but has subsequently determined that such fees should be deferred and recognized over the estimated customer relationship period of nine years.



The Company determined that its consolidated financial statements of prior
years required restatement as a result of this matter. The after-tax effect of the related restatement adjustments increased the Companys deferred revenue and accumulated deficit as of June 30, 2000 by $1.3 million. The effect of the
restatement adjustments on the Companys operating income (loss) in fiscal 2002 and 2001 was immaterial.



San Diego Medical Services Enterprise LLC: During fiscal 1998, the Company entered into an agreement with the City of San Diego to provide all
emergency and non-emergency medical transport services and in connection therewith, San Diego Medical Services Enterprise LLC (SDMSE) was formed. The Company owns 50% of SDMSE and appoints two of SDMSEs five directors. The City
owns the remaining 50% and appoints the remaining three directors. A wholly owned subsidiary of the Company contracts with SDMSE to provide operational and administrative support as well as billing and collection services.



During the fourth quarter of fiscal 2003, the Company adopted Financial
Accounting Standards Board Interpretation No. 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (FIN 46). FIN 46 requires that variable interest entities or VIEs be consolidated by the primary beneficiary,
as that term is defined in FIN 46. The Company determined that its investment in SDMSE meets the definition of a VIE as its economic interest in SDMSE is proportionately greater than its ownership interest and therefore, its investment in SDMSE
should be consolidated under FIN 46. The Company had previously accounted for its investment in SDMSE using the equity method. While the consolidation of SDMSE did not impact the Companys previously reported net income (loss) or stockholders
deficit, the consolidated financial statements of prior years have been restated for comparative purposes as allowed by FIN 46.



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A summary of the fiscal 2002 and 2001 financial statement amounts impacted by the restatement adjustments is as follows.
Net cash provided by operating activities as previously reported for fiscal years 2002 and 2001 was not impacted by the restatement adjustments.



|                                |  | AsPreviouslyReported |          |   | RestatementAdjustments |   |         | As Restated |  |   | AccountingChange (C) |   | Less Latin American Operations |   |          | AsReported | 
|------------------------------- |  | -------------------- | -------- | - | ---------------------- | - | ------- | ----------- |  | - | -------------------- | - | ------------------------------ | - | -------- | ---------- | 
|                                |  |                      | A        |   |                        | B |         |             |  |   |                     
|                                |  | (in thousands)       |         
|Year ended June 30, 2002:       |  |                      |          |   |                        |   |         |             |  |   |                      |   |                                |   |          |            | 
|Net revenue                     |  | $                    | 497,038  |   |                        | $ | (1,669  | )           |  | $ |                     |   |                                | $ | 495,369  |            | 
|Provision for doubtful accounts |  |                      | 69,900   |   |                        |   | 871     |             |  |   |                     |   |                                |   | 70,771   |            | 
|Operating income                |  |                      | 26,806   |   |                        |   | (2,540  | )           |  |   |                     |   |                                |   | 24,226   |            | 
|Net loss                        |  |                      | (45,624  | ) |                        |   | (2,540  | )           |  |   |                     |   |                                |   | (48,164  | )          | 
|Diluted loss per share          |  | $                    | (2.89    | ) |                        | $ | (0.16   | )           |  | $ |                     |   |                                | $ | (3.05    | )          | 
|                                |  |                      |          |   |                        |   |        
|At June 30, 2002:               |  |                      |          |   |                        |   |         |             |  |   |                      |   |                                |   |          |            | 
|Total assets                    |  | $                    | 237,438  |   |                        | $ | (39,147 | )           |  | $ |                     |   |                                | $ | 198,291  |            | 
|Deferred revenue                |  |                      | 15,409   |   |                        |   |        |             |  |   | 1,286                |   |                                |   | 16,695   |            | 
|Accumulated deficit             |  |                      | (313,025 | ) |                        |   | (39,147 | )           |  |   | (1,286               | ) |                                |   | (353,458 | )          | 
|                                |  |                      |          |   |                        |   |        
|Year ended June 30, 2001:       |  |                      |          |   |                        |   |         |             |  |   |                      |   |                                |   |          |            | 
|Net revenue                     |  | $                    | 504,316  |   |                        | $ |        |             |  | $ |                     |   |                                | $ | 504,316  |            | 
|Provision for doubtful accounts |  |                      | 102,470  |   |                        |   | (21,441 | )           |  |   |                     |   |                                |   | 81,029   |            | 
|Operating loss                  |  |                      | (192,453 | ) |                        |   | 21,441  |             |  |   |                     |   |                                |   | (171,012 | )          | 
|Net loss                        |  |                      | (226,731 | ) |                        |   | 21,441  |             |  |   |                     |   |                                |   | (205,290 | )          | 
|Diluted loss per share          |  | $                    | (15.38   | ) |                        | $ | 1.46    |             |  | $ |                     |   |                                | $ | (13.92   | )          | 
|                                |  |                      |          |   |                        |   |        
|At June 30, 2001:               |  |                      |          |   |                        |   |         |             |  |   |                      |   |                                |   |          |            | 
|Total assets                    |  | $                    | 298,534  |   |                        | $ | (36,607 | )           |  | $ |                     |   |                                | $ | 261,927  |            | 
|Deferred revenue                |  |                      | 14,707   |   |                        |   |        |             |  |   | 1,286                |   |                                |   | 15,993   |            | 
|Accumulated deficit             |  |                      | (267,401 | ) |                        |   | (36,607 | )           |  |   | (1,286               | ) |                                |   | (305,294 | )          | 
|                                |  |                      |          |   |                        |   |        
|At June 30, 2000:               |  |                      |          |   |                        |   |         |             |  |   |                      |   |                                |   |          |            | 
|Accumulated deficit             |  | $                    | (40,670  | ) |                        | $ | (58,048 | )           |  | $ | (1,286               | ) |                                | $ | (100,004 | )          | 



Restatement Adjustments:



|A |  | To adjust provisions for discounts applicable to Medicare, Medicaid and other third-party payers and doubtful accounts.
|- |  | -----------------------------------------------------------------------------------------------------------------------



|B |  | To defer enrollment fees relating to new fire protection service contracts.
|- |  | ---------------------------------------------------------------------------



|C |  | Adoption of FIN 46 and related consolidation of investment in San Diego Medical Services Enterprises LLC.
|- |  | ---------------------------------------------------------------------------------------------------------



The restatement adjustments relating to medical transportation accounts receivable outlined above caused the Company to violate the minimum
tangible net worth covenant contained in its 2002 Amended Credit Facility. This situation also resulted in a delay in the Companys filing of its Quarterly Report on Form 10-Q for the three months ended March 31, 2003. Such delay caused the
Company to not be in compliance with the financial reporting covenants contained in the 2002 Amended Credit Facility as well as the indenture relating to the Senior Notes described in Note 12. As also described in Note 12, the Company negotiated a
further amendment to its credit facility effective September 30, 2003. As a result of such amendment, all previous instances of identified non-compliance with respect to the credit facility were permanently waived.



(3) Liquidity



During fiscal 2003, the Company generated net income of $9.0 million compared with net losses of $48.2 million in fiscal
2002 and $205.3 million in fiscal 2001. The net income for the year ended June 30, 2003 included a gain of $12.5



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million relating to the disposal of the Companys Latin American operations as discussed in Note 4. The net loss in 2002 included a charge of $49.5
million relating to the adoption effective July 1, 2002 of SFAS 142 as discussed in Note 7. The net loss in fiscal 2001 included asset impairment, restructuring and other similar charges totaling $122.0 million. The Companys operating
activities provided cash totaling $13.1 million in 2003, $9.6 million in 2002 and $6.7 million in 2001.



At June 30, 2003, the Company had cash of $12.6 million, debt of $306.6 million and a stockholders deficit of $208.9 million. The Companys
long-term debt includes $149.9 million of 77/8% Senior Notes due 2008, $152.4 million outstanding under its
credit facility due December 31, 2004, $3.7 million payable to a former joint venture partner and $0.6 million of capital lease obligations.



As discussed in Note 12, the Company was not in compliance with certain of the covenants contained in its revolving credit facility at June 30, 2002. On
September 30, 2002, the Company entered into the 2002 Amended Credit Facility with its lenders which, among other things, extended the maturity date of the facility from March 16, 2003 to December 31, 2004, waived previous non-compliance, and
required the issuance to the lenders of 211,549 shares of the Companys Series B redeemable preferred stock.



As also discussed in Note 12, the Company violated certain financial covenants as a result of the restatement of its financial statements. Additionally,
the restatement resulted in a delay in the filing of the Companys Form 10-Q for the quarter ended March 31, 2003, thereby causing the Company to not be in compliance with the reporting requirements contained in both the 2002 Amended Credit
Facility and the indenture relating to the Senior Notes. On September 26, 2003, the Company entered into the 2003 Amended Credit Facility with its lenders which, among other things, extended the maturity date of the facility from December 31, 2004
to December 31, 2006, waived previous non-compliance, and required the issuance to the lenders of 283,979 shares of the Companys Series C redeemable preferred stock.



The Companys ability to service its long-term debt, to remain in compliance with the various restrictions and
covenants contained in its debt agreements and to fund working capital, capital expenditures and business development efforts will depend on its ability to generate cash from operating activities which is subject to, among other things, future
operating performance as well as to general economic, financial, competitive, legislative, regulatory and other conditions, some of which may be beyond its control.



If the Company fails to generate sufficient cash from operations, it may need to raise additional equity or borrow
additional funds to achieve its longer-term business objectives. There can be no assurance that such equity or borrowings will be available or, if available, will be at rates or prices acceptable to the Company. Management believes that cash flow
from operating activities coupled with existing cash balances will be adequate to fund the Companys operating and capital needs as well as enable it to maintain compliance with its various debt agreements through June 30, 2004. To the extent
that actual results or events differ from the Companys financial projections or business plans, its liquidity may be adversely impacted.



(4) Disposition of Latin American Operations



Due to the deteriorating economic conditions and the continued devaluation of the local currency, the Company reviewed its strategic alternatives with
respect to the continuation of operations in Latin America, including Argentina and Bolivia, and determined that it would benefit from focusing on its domestic operations. Effective September 27, 2002, the Company sold its Latin American operations
to local management in exchange for the assumption of such operations net liabilities. The gain on the disposition of the Companys Latin American operations totaled $12.5 million and is included in income from discontinued operations for
the year ended June 30, 2003. The gain includes the assumption by the buyer of net liabilities of $3.3 million (including, among other things, accounts receivable of $0.6 million and accrued liabilities of $4.8 million) as well as the recognition of
related cumulative translation adjustments of $10.1 million.



Medical transportation and related service revenue relating to the Companys Latin American operations totaled $2.1 million, $23.9 million and $41.9 million for fiscal years 2003, 2002 and 2001, respectively. Fire and other revenue for
these operations totaled $0.3 million, $1.5 million and $1.2 million for fiscal years 2003, 2002 and 2001,



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respectively. The Companys Latin American operations generated a loss of $156,000, income of $1.0 million and a loss of $67.4 million for fiscal years
2003, 2002, and 2001 respectively. The loss in fiscal 2001 included $46.3 million of asset impairment charges and $9.4 million related to the loss on disposition of clinic operations described in Note 5. The results of operations of the
Companys former Latin American operations have been classified as discontinued operation in the accompanying consolidated statement of operations for fiscal years ended 2003, 2002 and 2001.



(5) Asset Impairments, Restructuring and Other Charges (Credits)



Asset Impairments



In connection with the budgeting process for fiscal 2002, which was
completed in the fourth quarter of fiscal 2001, the Company analyzed each cost center within its various service areas not identified for closure or downsizing to determine whether the associated long-lived assets (e.g., property, equipment and
goodwill) would be recoverable from future operating cash flow. Cost centers represent individual operating units within a given service area for which separately identifiable cash flow information is available. The Company performed this analysis
as a result of its expectations of a challenging health care reimbursement environment as well as anticipated increases in labor and insurance costs with respect to its domestic ambulance operations. The analysis with respect to the Companys
Argentine operations included the impact of the deteriorating economic and political environment as well as information developed by a third party concerning the marketability of these operations during fiscal 2001.



In order to assess recoverability, the Company estimated the net future cash
flows for each cost center and then compared the resulting undiscounted amounts to the carrying value of each cost centers long-lived assets. It should be noted that property and equipment balances are specifically identified with each cost
center. Additionally, goodwill is specifically identified with each cost center at the time of acquisition and, therefore, related allocations were not necessary for purposes of performing the impairment analysis.



For those cost centers where estimated future net cash flows on an
undiscounted basis were less than the related carrying amounts of the long-lived assets, an asset impairment was considered to exist. The Company measured the amount of the asset impairment for each such cost center by discounting its estimated
future net cash flows using a discount rate of 18.5% and comparing the resulting amount to the carrying value of its long-lived assets. Based upon this analysis, the Company determined that asset impairment charges approximating $94.4 million were
required for cost centers within its domestic and Argentine ambulance operations. The asset impairments were charged directly against the related asset balances. A summary of the related charge is as follows:



|                               |  | Goodwill       |        | Property, Equipment and Other |   | Total
|------------------------------ |  | -------------- | ------ | ----------------------------- | - | -----
|                               |  | (in thousands)
|Domestic ambulance operations  |  | $              | 41,631 |                               | $ | 6,419
|Argentine ambulance operations |  |                | 44,327 |                               |   | 1,976
|                               |  |                |        |                               |   |      
|Total                          |  | $              | 85,958 |                               | $ | 8,395
|                               |  |                |        |                               |   |      



As a result of the
sale of the Companys Latin American operations in September 2002, the asset impairment charge with respect to the Companys Argentine ambulance operations is included in the loss from discontinued operations for the year ended June 30,
2001.



As discussed in Note 7, the Company changed its method
of accounting for goodwill effective July 1, 2001 including the manner in which goodwill impairments are assessed.



Restructuring and Other



During the fourth quarter of fiscal 2001, the Company decided to close or downsize nine service areas and in connection therewith, recorded restructuring
charges as well as other related charges totaling $9.1 million. These charges included $1.5 million to cover severance costs associated with the termination of approximately 250 employees, lease termination costs of $2.4 million, asset impairment
charges for goodwill of $4.1 million and other exit costs of $1.1 million, respectively, related to the impacted service areas. The service areas selected for closure or downsizing



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generated revenue of $11.8 million, operating income of $1.0 million and cash flow of $2.5 million in fiscal 2002. and revenue of $17.7 million, operating
losses of $4.0 million and negative cash flow of $3.2 million in fiscal 2001.



The previously mentioned charge included accrued severance, lease termination and other costs totaling $1.5 million relating to an under performing service area that the Company had planned to exit at the time of
contract expiration in December 2001. During fiscal 2002, the contract was extended for a one-year period at the request of the municipality to enable it to transition medical transportation service to a new provider. In connection with the contract
extension, the Company released $0.2 million of previously accrued lease termination costs relating to the extension period to income. The operating environment in this service area improved and in November 2002, the Company was awarded a new
multi-year contract. As a result, the remaining reserve of $1.3 million originally recorded in 2001 was released to income during fiscal 2003.



A summary of activity in the Companys restructuring reserves is (in thousands):



|                         |  | Severance Costs |        |   | Lease Termination Costs |   |        | Write-off of Intangible Assets |  |   | Other Exit Costs |   |  | Total |       
|------------------------ |  | --------------- | ------ | - | ----------------------- | - | ------ | ------------------------------ |  | - | ---------------- | - |  | ----- | ------
|Balance at June 30, 2000 |  | $               | 3,529  |   |                         | $ | 3,247  |                                |  | $ |                 |   |  | $     | 1,356 
|                         |  |                 |        |   |                        
|Fiscal 2001 charges      |  |                 | 1,475  |   |                         |   | 2,371  |                                |  |   | 4,092            |   |  |       | 1,153 
|Fiscal 2001 usage        |  |                 | (4,531 | ) |                         |   | (1,071 | )                              |  |   | (4,092           | ) |  |       | (1,360
|Adjustments              |  |                 | 1,361  |   |                         |   | (1,313 | )                              |  |   |                 |   |  |       | (48   
|                         |  |                 |        |   |                         |   |        |                                |  |   |                  |   |  |       |       
|Balance at June 30, 2001 |  | $               | 1,834  |   |                         | $ | 3,234  |                                |  | $ |                 |   |  | $     | 1,101 
|                         |  |                 |        |   |                        
|Fiscal 2002 usage        |  |                 | (1,025 | ) |                         |   | (1,172 | )                              |  |   |                 |   |  |       | (951  
|Adjustments              |  |                 | (52    | ) |                         |   | (548   | )                              |  |   |                 |   |  |       | (118  
|                         |  |                 |        |   |                         |   |        |                                |  |   |                  |   |  |       |       
|Balance at June 30, 2002 |  |                 | 757    |   |                         |   | 1,514  |                                |  |   |                 |   |  |       | 32    
|                         |  |                 |        |   |                        
|Fiscal 2003 usage        |  |                 | (29    | ) |                         |   | (207   | )                              |  |   |                 |   |  |       | (71   
|Adjustments              |  |                 | (728   | ) |                         |   | (732   | )                              |  |   |                 |   |  |       | 39    
|                         |  |                 |        |   |                         |   |        |                                |  |   |                  |   |  |       |       
|Balance at June 30, 2003 |  | $               |       |   |                         | $ | 575    |                                |  | $ |                 |   |  | $     |      
|                         |  |                 |        |   |                         |   |        |                                |  |   |                  |   |  |       |       



The restructuring
reserve as of June 30, 2003 relates to lease termination costs for which payments will be made through December 2006.



Loss on Disposition of Clinic Operations



During fiscal 2001, the Company sold its Argentine clinic operations in exchange for a $3.0 million non-interest bearing note receivable. The note, which
required monthly principal payments of $25,000 through April 2011, was included in the disposition of the Latin American operations in September 2002. The sale resulted in a loss on disposition of $9.4 million, including the write-off of $9.3
million of related goodwill. The clinic operations generated revenue of $4.0 million, operating losses of $1.5 million and negative cash flow of $0.9 million in fiscal 2001. Results relating to the clinic operations are included in income (loss)
from discontinued Latin American operations for the year ended June 30, 2001.



Contract Terminations and Related Asset Impairments



In November 2000, the Company learned that its exclusive 911 contract in Lincoln, Nebraska would not be renewed effective December 31, 2000 and in connection therewith, recorded a contract termination charge of $5.2
million. This charge included asset impairments for related goodwill and equipment totaling $4.3 million (the exclusive 911 contract was acquired in a purchase business combination in fiscal 1995), $0.8 million to cover severance costs associated
with terminated employees, and $0.1 million to cover lease terminations and other exit costs. The Lincoln contract generated revenue of $4.7 million, operating income of $0.4 million and cash flow of $0.5 million in fiscal 2000, its last full year
of operations.



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In May 2001, the Company learned that its exclusive 911 contract in Arlington, Texas would not be renewed
effective September 30, 2001 and in connection therewith, recorded a contract termination charge of $4.1 million. This charge included asset impairments for related goodwill and equipment of $3.9 million (the exclusive 911 contract was acquired in a
purchase business combination in fiscal 1997), $0.1 million to cover severance costs associated with terminated employees, and $0.1 million to cover lease termination and other exit costs. The asset impairments were charged directly against the
related assets. The Arlington contract generated revenue of $8.3 million, operating income of $0.1 million and cash flow of $0.5 million in fiscal 2001 its last full year of operations.



(6) Property And Equipment



Property and equipment, including equipment held under capital leases, consisted of the following:



|                               |  | June 30,       |         
|------------------------------ |  | -------------- | --------
|                               |  | 2003           |         
|                               |  | (in thousands) |         
|Equipment                      |  | $              | 55,641  
|Vehicles                       |  |                | 74,715  
|Land and buildings             |  |                | 16,715  
|Leasehold improvements         |  |                | 6,632   
|                               |  |                |         
|                               |  |                | 153,703 
|Less: Accumulated depreciation |  |                | (110,693
|                               |  |                |         
|                               |  | $              | 43,010  
|                               |  |                |         



The Company had
vehicles and equipment with a gross carrying value of approximately $12.9 and $14.2 million at June 30, 2003 and 2002, respectively, under capital lease agreements. Accumulated depreciation on these assets totaled approximately $11.5 and $12.3
million at June 30, 2003 and 2002, respectively.



The Company
has pledged land, a building, leasehold improvements and equipment with a net book value of approximately $10.7 million, to secure certain of its obligations under its insurance and surety bonding programs. A summary of activity in the
Companys property and equipment balance is as follows:



|                                           |  | June 30,       |        
|------------------------------------------ |  | -------------- | -------
|                                           |  | 2003           |        
|                                           |  | (in thousands) |        
|Balance at beginning of year               |  | $              | 48,532 
|Depreciation expense                       |  |                | (13,110
|Additions                                  |  |                | 9,400  
|Asset impairments                          |  |                |       
|Asset disposals                            |  |                | (1,278 
|Effect of Argentine peso devaluation       |  |                |       
|Disposition of Latin American operations   |  |                | (534   
|Disposition of Argentine clinic operations |  |                |       
|                                           |  |                |        
|Balance at end of year                     |  | $              | 43,010 
|                                           |  |                |        



(7) Goodwill and Other Intangible
Assets



In June 2001, the FASB issued SFAS No. 141,
Business Combinations (SFAS 141) and No. 142, Goodwill and Other Intangible Assets (SFAS 142.) SFAS 141 superseded APB Opinion No. 16, Business Combinations. The provisions of SFAS 141 require that the purchase
method of accounting be used for all business combinations initiated after June 30, 2001; provide specific criteria for the initial recognition and measurement of intangible assets apart from goodwill; and, require that unamortized negative goodwill
be written off immediately as an extraordinary gain instead of being deferred and amortized. SFAS 141 also requires that upon adoption of SFAS 142, certain intangible assets be reclassified into or out of goodwill based on certain criteria. SFAS 142
supersedes APB Opinion No. 17, Intangible Assets, and is effective for fiscal years beginning after December 15, 2001. SFAS 142 primarily addresses the accounting for goodwill and intangible assets subsequent to their initial recognition. The
provisions of SFAS 142



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prohibit the amortization of goodwill and indefinite-lived intangible assets and require that such assets be tested annually for impairment (and in interim
periods if events or circumstances indicate that the related carrying amount may be impaired), require that reporting units be identified for purposes of assessing potential impairments, and remove the forty-year limitation on the amortization
period of intangible assets that have finite lives.



SFAS 142
requires that goodwill be tested for impairment using a two-step process. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including
goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit
exceeds its fair value, the second step of the goodwill impairment test must be performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of reporting unit goodwill
with the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of the reporting unit goodwill exceeds the implied
fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess.



The Company adopted SFAS 142 effective July 1, 2001 and discontinued amortization of goodwill as of that date. During the first quarter of fiscal 2002,
the Company identified its various reporting units which consist of the individual cost centers within its Medical Transportation and Fire and Other operating segments for which separately identifiable cash flow information is available. During the
second quarter of fiscal 2002, the Company completed the first step impairment test as of July 1, 2001. Potential goodwill impairments were identified in certain of these reporting units. During the fourth quarter of fiscal 2002, the Company
completed the second step test and determined that all or a portion of the goodwill applicable to certain of its reporting units was impaired as of July 1, 2001 resulting in an aggregate charge of $49.5 million. The fair value of the reporting units
was determined using the discounted cash flow method and a discount rate of 15.0%. This charge has been reflected in the accompanying consolidated statement of operations as the cumulative effect of change in accounting principle. The Company has
selected June 30 as the date on which it will perform its annual goodwill impairment test.



The following table summarizes the Companys reported results along with adjusted amounts as if the Company had adopted SFAS 142, and discontinued goodwill amortization, as of July 1, 2000 (in thousands, except
per share amounts):



|                                                                                                                     |  | For the Year Ended June 30, |      
|-------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | -----
|                                                                                                                     |  | 2003                        |      
|                                                                                                                     |  |                             |      
|Reported net income (loss) applicable to common stock before cumulative effect of change in accounting principle     |  | $                           | 5,362
|Add back: Goodwill amortization                                                                                      |  |                             |     
|                                                                                                                     |  |                             |      
|Adjusted net income (loss) applicable to common stock before the cumulative effect of change in accounting
principle |  |                             | 5,362
|Cumulative effect of change in accounting principle                                                                  |  |                             |     
|                                                                                                                     |  |                             |      
|Adjusted net income (loss) applicable to common stock                                                                |  | $                           | 5,362
|                                                                                                                     |  |                             |      
|Basic income (loss) per share:                                                                                       |  |                             |      
|Reported income (loss) before the cumulative effect of change in accounting principle                                |  | $                           | 0.33 
|Goodwill amortization                                                                                                |  |                             |     
|                                                                                                                     |  |                             |      
|Adjusted income (loss) before the cumulative effect of change in accounting principle                                |  | $                           | 0.33 
|Cumulative effect of change in accounting principle                                                                  |  |                             |     
|                                                                                                                     |  |                             |      
|Adjusted net income (loss)                                                                                           |  | $                           | 0.33 
|                                                                                                                     |  |                             |      



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|                                                                                      |  | For the Year Ended June 30, |     
|------------------------------------------------------------------------------------- |  | --------------------------- | ----
|                                                                                      |  | 2003                        |     
|                                                                                      |  |                             |     
|Diluted income (loss) per share:                                                      |  |                             |     
|Reported income (loss) before the cumulative effect of change in accounting principle |  | $                           | 0.33
|Goodwill amortization                                                                 |  |                             |    
|                                                                                      |  |                             |     
|Adjusted income (loss) before the cumulative effect of change in accounting principle |  |                             | 0.33
|Cumulative effect of change in accounting principle                                   |  |                             |    
|                                                                                      |  |                             |     
|Adjusted net income (loss)                                                            |  | $                           | 0.33
|                                                                                      |  |                             |     

---

|* |  | Refer to Note 2, Restatement of Consolidated Financial Statements for Fiscal 2002 and 2001.
|- |  | -------------------------------------------------------------------------------------------



The changes in the carrying amount of goodwill for the year ended June 30, 2003 is as follows (in thousands):



|                                         |  | Medical Transportation Segment |         |   | Fire and Other Segment |   | Total | 
|---------------------------------------- |  | ------------------------------ | ------- | - | ---------------------- | - | ----- | 
|Balance at June 30, 2001                 |  | $                              | 89,598  |   |                        | $ | 1,159 | 
|Adoption of SFAS No., 142                |  |                                | (49,513 | ) |                        |   |      | 
|                                         |  |                                |         |   |                        |   |       | 
|Balance at June 30, 2002                 |  |                                | 40,085  |   |                        |   | 1,159 | 
|Disposition of Latin American operations |  |                                | (77     | ) |                        |   |      | 
|                                         |  |                                |         |   |                        |   |       | 
|Balance at June 30, 2003                 |  | $                              | 40,008  |   |                        | $ | 1,159 | 
|                                         |  |                                |         |   |                        |   |       | 



The changes in the carrying amount of
other intangible assets, primarily non-compete agreements relating to prior business combinations which are included in other assets on the consolidated balance sheet, during fiscal 2003 and 2002 are as follows (in thousands):



|                             |  | June 30, |      
|---------------------------- |  | -------- | -----
|                             |  | 2003     |      
|Balance at beginning of year |  | $        | 600  
|Additions                    |  |          | 1,065
|Amortization                 |  |          | (203 
|                             |  |          |      
|Balance at end of year       |  | $        | 1,462
|                             |  |          |      



Amortization of other intangible
assets for each of the fiscal years ending June 30, are as follows (in thousands):



|2004       |  | $ | 310  
|---------- |  | - | -----
|2005       |  |   | 302  
|2006       |  |   | 277  
|2007       |  |   | 277  
|2008       |  |   | 168  
|Thereafter |  |   | 128  
|           |  |   |      
|           |  | $ | 1,462
|           |  |   |      



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(8) Joint Venture



During fiscal 1998, the Company entered into a joint venture to provide non-emergency transport services in the Maryland, Washington, D.C. and northern
Virginia areas. The Company obtained a majority interest in the joint venture in exchange for a commitment to provide $8.0 million in funding for acquisitions by the joint venture in the greater Baltimore, Maryland and Washington, D.C. areas (which
commitment was fulfilled by June 30, 1998). The other party to the joint venture contributed the stock of two ambulance companies in exchange for his minority stake in the joint venture. The Company consolidated the joint venture for financial
reporting purposes.



The joint venture agreement allowed the
minority partner to put his interest in the joint venture to the Company. The agreement also allowed the Company the option to delay the purchase of the minority partners interest for a period of one year. During fiscal 2001, the minority
partner elected to exercise the put option and the Company exercised its right to delay purchasing the minority partners interest for one year. Based on the provisions of the joint venture agreement, the purchase price for the minority
partners interest approximated $5.1 million. The Company recorded a charge of approximately $4.0 million to other income (expense), net during fiscal 2001 relating to this agreement.



During the year ended June 30, 2002, the Company completed the purchase of
the minority partners interest in exchange for a note payable of approximately $5.1 million. The note bears interest at prime plus 2.25% (subject to a cap of 7.75%) and requires monthly principal and interest payments ranging from $70,000 to
$125,000 through December 2006. Additionally, any outstanding accrued interest is due at maturity. The Company reflected this transaction as an increase in long-term debt of $5.1 million offset by reductions in minority interest of $8.0 million and
other assets of $2.9 million.



(9) Accrued Liabilities



Accrued liabilities consist of the following (in thousands):



|                                            |  | At June 30,
|------------------------------------------- |  | -----------
|                                            |  | 2003       
|Workers compensation claim reserves        |  | $          
|General liability claim reserves            |  |            
|Accrued salaries, wages and related payroll |  |            
|Accrued interest                            |  |            
|Other accrued liabilities                   |  |            
|                                            |  |            
|Total accrued liabilities                   |  | $          
|                                            |  |            



The decrease in other
accrued liabilities between 2003 and 2002 is primarily due to the disposal of the Companys Latin American operations. Additionally, the decrease in accrued interest is primarily related to approximately $6.8 million in accrued interest being
added to the balance of the credit facility in conjunction with the September 30, 2002 amendment to the credit facility described in Note 12.



(10) General Liability and Workers Compensation Programs



The Company retains certain levels of exposure with respect to its general liability and workers compensation programs and purchases coverage from third
party insurers for exposures in excess of those levels. In addition to expensing premiums and other costs relating to excess coverage, the Company establishes reserves for claims, both reported and incurred but not reported, within its level of
retention based on currently available information as well as its historical claims experience.



The Company engages third-party administrators or TPAs to manage claims resulting from its general liability and workers compensation programs. The TPAs
establish initial loss reserve estimates at the time a claim is reported and then monitor the development of the claim over time to confirm that such estimates continue to be appropriate. The Company periodically reviews the claim reserves
established by the TPAs and engages independent actuaries to assist



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with the evaluation of the adequacy of its reserves on an annual basis. The Company adjusts its claim reserves with an associated charge or credit to expense
as new information on the underlying claims is obtained.



General Liability: A summary of activity in the Companys general liability claim reserves, which are included in accrued liabilities in the consolidated balance sheet, is as follows:



|                                             |  | June 30,       |       
|-------------------------------------------- |  | -------------- | ------
|                                             |  | 2003           |       
|                                             |  | (in thousands) |       
|Balance at beginning of year                 |  | $              | 15,433
|Provision charged to other operating expense |  |                | 4,506 
|Claim payments charged Against the reserve   |  |                | (6,004
|                                             |  |                |       
|Balance at end of year                       |  | $              | 13,935
|                                             |  |                |       



The Company performed
a comprehensive review of information related to its historical settlement information and open claims during the third quarter of fiscal 2001. As a result of this review, the Company recorded a charge of $15.0 million for increases in its reserves
for reported claims as well as to establish reserves for claims incurred but not reported.



Certain insurers require the Company to deposit cash into designated loss funds in order to fund claim payments within the Companys retention limits. Cash deposits relating to the Companys general
liability program totaled $2.9 million at June 30, 2003 of which $1.7 million is included in prepaid expenses and other and $1.2 million is included in insurance deposits. Cash deposits totaled $1.9 million at June 30, 2002 which are included in
insurance deposits.



The Companys general liability
policies corresponding with fiscal years 2001 and 2002 were issued by Legion Insurance Company (Legion). Legions obligations under such policies were reinsured by an unrelated insurance carrier that was identified and approved by
the Company. At the time the coverage was purchased, Legion was an A rated insurance carrier while the reinsurer was an A++ rated carrier. Under these policies, Legions obligation (as well as that of its reinsurer) to pay covered
losses commences once the Company satisfies its aggregate retention limits for the respective policy years. As of June 30, 2003, the Company had met its aggregate retention limit with respect to the policies corresponding to fiscal 2001 and
anticipates that it will meet its aggregate retention limit for the policies corresponding to fiscal 2002. Pursuant to these policies, Legion (and its reinsurer) is obligated to fund all claim related payments in excess of the Companys
retention limits.



On July 25, 2003, the Pennsylvania Insurance
Department (the Department) placed Legion into liquidation. The Department is conducting the liquidation process, subject to judicial review by the Commonwealth Court of Pennsylvania (the Court). Legions liquidation
could put the Companys general liability insurance coverage for the previously mentioned policy years at risk; however, based upon information currently available, the Company believes that proceeds from Legions reinsurer will be
directly available to pay claims in excess of the Companys retention limits, notwithstanding the liquidation process. If the Court deems the Companys reinsurance to be a general asset of Legion or if the reinsurer otherwise refuses to
pay claims directly, then reinsurance proceeds to fund covered general liability losses in excess of the Companys retention limits may be substantially reduced, delayed or unrecoverable. In such an event, the Company may be required to fund
general liability losses applicable to these policy years in excess of its retention limits, to the extent that such losses are not covered by the applicable state guaranty funds.



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Workers Compensation:A summary of activity in the Companys workers compensation claim
reserves, which are also included in accrued liabilities in the consolidated balance sheet, is as follows:



|                                                   |  | June 30,       |       
|-------------------------------------------------- |  | -------------- | ------
|                                                   |  | 2003           |       
|                                                   |  | (in thousands) |       
|Balance at beginning of year                       |  | $              | 15,924
|Provision charged to payroll and employee benefits |  |                |      
|Claim payments charged against the claim reserve   |  |                | (4,669
|                                                   |  |                |       
|Balance at end of year                             |  | $              | 11,255
|                                                   |  |                |       



Effective May 1, 2002,
the Company began fully insuring its workers compensation coverage and no longer retains any of the related obligations. The Company is, however, subject to retrospective premium adjustments should losses exceed previously established limits. As a
result of this change in coverage, the Company no longer establishes reserves for claims incurred subsequent to May 1, 2003.



In connection with the Companys restructuring activities, an increase in the volume of workers compensation claims was noted. Provisions
charged to expense during fiscal 2002 included $2.0 million recorded in the fourth quarter to increase its claim reserves based on a review of claims experience. Provisions charged to expense during fiscal 2001 included $5.0 million in the third
quarter for increases in reserves for unreported claims based on updated information received from the Companys TPA.



Certain insurers require the Company to deposit cash into designated loss funds in order to fund claim payments within the Companys retention
limits. Additionally, the Company has also been required to provide other forms of financial assurance including letters of credit and surety bonds. Cash deposits relating to the Companys workers compensation program totaled $6.8 million at
June 30, 2003 which are included in insurance deposits. Cash deposits totaled $9.2 million at June 30, 2002 of which $2.9 million is included in prepaid expenses and other and $6.3 million is included in insurance deposits.



During fiscal years 1992 through 2001, the Company purchased certain portions
of its workers compensation coverage from Reliance Insurance Company (Reliance). At the time the Company purchased such coverage, Reliance was an A rated insurance company. In connection with this coverage, the Company provided
Reliance with various amounts and forms of collateral to secure its performance under the respective policies as was customary at the time. As of June 30, 2003, the Company had $3.0 million of cash on deposit with Reliance which is included in
insurance deposits. The Company has also provided Reliance with letters of credit and surety bonds totaling $6.4 million.



On October 3, 2003, the Department placed Reliance into liquidation. It is the Companys understanding that cash on deposit with Reliance will be
returned to the Company on or before the date that all related claims have been satisfied, so long as the Company has met its claim payment obligations within its retention limits under the related policies. Based on the information currently
available, the Company believes that the cash on deposit with Reliance is fully recoverable and will either be returned to the Company or used by the liquidator, with the Companys prior consent, to pay claims on its behalf. In the event that
the Company is unable to access the funds on deposit with Reliance or the Reliance liquidator refuses to refund such deposits, such deposits may become impaired. Additionally, Reliances liquidation could put the Companys workers
compensation insurance coverage at risk for the related policy years; however, based upon information currently available, the Company believes that either Reliance or the applicable state guaranty funds will continue to pay claims. To the extent
that such losses are not covered by either Reliance or the applicable state guaranty funds, the Company may be required to fund the related workers compensation claims for the applicable policy years.



During fiscal 2002, the Company purchased certain portions of its workers
compensation coverage from Legion. Legion required assurances that the Company would be able to fund its related retention obligations, which were estimated by Legion to approximate $6.2 million. The Company provided this assurance by purchasing a
deductible reimbursement policy from Mutual Indemnity (Bermuda), Ltd. (Mutual Indemnity), a Legion affiliate. That policy required the Company to deposit approximately $6.2 million with Mutual Indemnity and required Mutual Indemnity to



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utilize such funds to satisfy the Companys retention obligations under the Legion policy. The Company funded these deposits on a monthly basis during
the policy term. As of June 30, 2003, the Company had net deposits with respect to this coverage totaling $3.3 million which are included in insurance deposits.



As mentioned previously, the Department placed Legion into liquidation on July 25, 2003. In January 2003, the Court ordered the Legion rehabilitator
and Mutual Indemnity to establish segregated trust accounts to be funded by cash deposits held by Mutual Indemnity for the benefit of individual insureds such as the Company. It is the Companys understanding that the Legion liquidator and
Mutual Indemnity continue to negotiate the legal framework for the form and administration of these trust accounts and that no final agreement has yet been reached. The Company is actively participating in the Court proceedings to cause such a trust
account mechanism to be created and to operate so as to fully cover all its deductible obligations as originally intended and to return to the Company any remaining deposit balance once all related claims have been closed. Based on the information
currently available, the Company believes that the amounts on deposit with Mutual Indemnity are fully recoverable and will either be returned to the Company or used to pay claims on the Companys behalf. In the event that the Company is unable
to access the funds on deposit with Mutual Indemnity, it may be required to fund the related workers compensation claims for the applicable policy years, to the extent that such losses are not covered by the applicable state guaranty funds.



(11) Other Charges and Credits



During the fiscal 2002 and 2001 the Company recorded the following other
charges or credits (in thousands):



|                                  |  | Fiscal Year EndedJune 30,
|--------------------------------- |  | -------------------------
|                                  |  | 2002                     
|Argentine Operations              |  | $                        
|Supply Inventory                  |  |                          
|Other Charges and Credits         |  |                          
|Paid Time Off for Field Personnel |  |                          
|Employee Medical Benefits         |  |                          
|Amount Due from Former Owner      |  |                          
|Medicare/Medicaid Audits          |  |                          



Argentine
Operations



The Company recorded charges totaling $8.5
million related to asset write-offs and reserve adjustments. The Companys Argentine subsidiaries had been effected by escalating political and economic instability as well as changes in local management during fiscal 2001. The charge was
recorded in other operating expenses in the consolidated statement of operations.



Supply Inventory



Medical, fleet and fire supplies are maintained in a central warehouse, numerous regional warehouses, and multiple stations, lockers and vehicles. A physical inventory of all locations at June 30, 2001 revealed a shortage from recorded
levels. Shrinkage, obsolescence and losses due to service area closures accounted for the shortage. The Company recorded a charge of $8.4 million to write-down its inventory balances to amounts determined by the physical inventory. The charge was
recorded in other operating expenses in the consolidated statement of operations.



Other Charges and Credits



During the third quarter of fiscal 2002, the Company recorded the reversal of $1.7 million of discretionary employee benefits accrued in calendar 2000 as a result of the Companys decision not to pay such benefits. The original charge,
as well as the current year reversal, were reflected in payroll and employee benefits in the consolidated statement of operations.



The Company recorded charges totaling $3.1 million in fiscal 2001 for a number of items related to its domestic operations, the largest of which was a
$0.7 million charge relating to administrative costs paid on behalf of the



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Companys employee benefit plans. These charges were a result of adjustments to certain estimates for prepaid expenses, accrued liabilities and other
items that were resolved in the fourth quarter of fiscal 2001.



Paid-Time-Off For Field Personnel



During the
fourth quarter of fiscal 2002, the Company recorded a $1.3 million reduction in its paid-time-off accrual as a result of a change in the related policies. The reduction was recorded as a reduction of payroll and employee benefits in the consolidated
statement of operations.



During the fourth quarter of fiscal
2001, the Company analyzed its paid-time-off accruals and determined that its paid-time-off policy had been inconsistently applied in certain service areas. As a result of this analysis, the Company recorded a charge of $3.0 million to bring the
liability into line with the amount required under the related policies. This charge was recorded in payroll and employee benefits in the consolidated statement of operations.



Employee Medical Benefits



The Company self-insures its employee medical coverage. Based upon information obtained from its third party claims administrator in the fourth quarter
of fiscal 2001, the Company recorded a charge of $5.4 million to increase its reserve for incurred but not reported employee medical claims. The increased reserve was required as a result of continuing increases in healthcare costs, including
prescription drugs. The charge was reflected in payroll and employee benefits in the consolidated statement of operations.



Amount Due From Former Owner



In connection with a February 1998 acquisition, the seller indemnified the collection of certain accounts receivable. In connection with the settlement of
litigation involving the seller during the fourth quarter of fiscal 2001, the Company agreed to release the seller from his obligations under the indemnification. The Company recorded a charge of $1.0 million, which was reflected in other operating
expenses in the consolidated statement of operations, related to this settlement.



Medicare/Medicaid Audits



The Company recorded a charge of $1.3 million during the fourth quarter of fiscal 2001 for the expected settlement of a Medicare audit of an acquired company for periods prior to the acquisition. This charge, which was reflected in other
operating expenses in the consolidated statement of operations, was taken based upon information obtained during the fourth quarter of fiscal 2001, which included correspondence with the Medicare intermediary. The $1.3 million charge was reversed in
the fourth quarter of fiscal 2002 after the Company settled the audit for approximately $2,000.



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|(12) |  | Long-Term Debt
|---- |  | --------------



Notes payable and capital lease obligations consisted of the following:



|                                                                                                           |  | June 30,       |        
|---------------------------------------------------------------------------------------------------------- |  | -------------- | -------
|                                                                                                           |  | 2003           |        
|                                                                                                           |  | (in thousands) |        
|Credit facility due December 2004                                                                          |  | $              | 152,420
|77/8% Senior Notes due 2008, net of discount of $122 and $148, respectively                                |  |                | 149,877
|Note payable to former joint venture partner (See Note 8)                                                  |  |                | 3,722  
|Capital lease obligations and other notes payable, at varying rates, from 6.0% to 12.75%, due through 2013 |  |                | 620    
|                                                                                                           |  |                |        
|                                                                                                           |  |                | 306,639
|Less: Current maturities                                                                                   |  |                | (1,329 
|                                                                                                           |  |                |        
|                                                                                                           |  | $              | 305,310
|                                                                                                           |  |                |        



Credit Facility



In March 1998, the Company entered into a $200 million
revolving credit facility that was originally scheduled to mature on March 16, 2003. The credit facility was unsecured and was unconditionally guaranteed on a joint and several basis by substantially all of the Companys domestic wholly-owned
current and future subsidiaries. Interest rates and availability under the credit facility depended on the Companys meeting certain financial covenants.



In December 1999, the Company was not in compliance with certain of the covenants contained in the original credit facility. The Company received a
series of compliance waivers regarding these covenants through April 1, 2002. The waivers precluded additional borrowings under the credit facility, required the Company to accrue additional interest expense at a rate of 2.0% per annum on the amount
outstanding under the credit facility, and required the Company to make unscheduled principal payments totaling $5.2 million.



Effective September 30, 2002, the Company entered into the 2002 Amended Credit Facility with its lenders pursuant to which, among other things, all prior
covenant violations were permanently waived, the maturity date of the facility was extended to December 31, 2004, the interest rate was increased to LIBOR + 7% (8.8% at the date of the amendment), and unpaid additional interest and various fees and
expenses associated with the amendment were added to the amount outstanding under the credit facility, resulting in an outstanding balance of $152.4 million. Additionally, the financial covenants contained in the original agreement were revised to
levels that were consistent with the Companys business levels and outlook at that time. In consideration for the amendment, the Company paid the lenders an amendment fee of $1.2 million as well as issued 211,549 shares of the Companys
Series B redeemable preferred stock described in Note 14.



The
2002 Amended Credit Facility was not considered to represent a significant modification for financial reporting purposes. As a result, the $1.2 million amendment fee plus the estimated fair value of the Series B shares at the time of issuance of
$4.2 million were capitalized as debt issue costs and are being amortized over the term of the amended agreement while professional fees and other related costs incurred in connection with the amendment totalling $1.6 million were expensed.
Unamortized debt issue costs related to this amendment, which are included in other assets in the consolidated balance sheet, totalled $3.6 million at June 30, 2003.



As a result of the restatement discussed in Note 2 and the related increase in the Companys stockholders
deficit, the Company was not in compliance with the minimum tangible net worth covenant contained in the 2002 Amended Credit Facility. Additionally, the restatement also resulted in a delay in the filing of the Companys Form 10-Q for the
quarter ended March 31, 2003, thereby causing the Company to not be in compliance with the reporting requirements contained in both the 2002 Amended Credit Facility and the indenture relating to the Senior Notes described below. The



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lack of compliance with these covenants triggered the accrual of additional interest at the rate of 2.0% per annum on the amount outstanding under the credit
facility from May 15, 2003, the original required filing date for the Form 10-Q.



The Company entered into the 2003 Amended Credit Facility dated September 26, 2003 with its lenders pursuant to which, among other things, all prior identified covenant violations were permanently waived, the maturity
date of the facility was extended to December 31, 2006, and the financial covenants contained in the September 30, 2002 amendment were revised to levels consistent with the Companys current business levels and outlook. The revised financial
covenants include: total debt leverage ratio (initially set at 6.88); minimum tangible net worth (initially set at $280.0 million deficit); fixed charge coverage ratio (initially set at 1.10); a limitation on annual capital expenditures (initially
set at $11.0 million per fiscal year); and, a limitation on annual operating lease expense equivalent to 3.10% of consolidated net revenue. The compliance levels for the first four covenants outlined above are set at varying levels as specified in
the related agreement. The interest rate applicable to borrowings under the credit facility remained unchanged at LIBOR +7%.



In consideration for the amendment, the Company paid certain of the lenders amendment fees totaling $0.5 million and issued certain of the lenders 283,979
shares of the Companys Series C redeemable preferred stock described in Note 14. The Company also made a $1.0 million principal payment related to asset sale proceeds as required under the September 2002 amendment to the credit facility.



The 2003 Amended Credit Facility is not considered to
represent a substantial modification for financial reporting purposes as a result, the $0.5 million amendment fee and the estimated fair value of the Series C shares will be capitalized as debt issue costs and amortized to interest expense over the
term of the amended agreement. Professional fees and other related costs incurred in connection with the amendment will be expensed.



At June 30, 2003, the weighted average interest rate on credit facility borrowings was approximately 8.4%. At June 30, 2003 there was $152.4 million
outstanding on the credit facility as well as $3.5 million in letters of credit issued under the credit facility at that date.



77/8% Senior
Notes Due 2008



In March 1998, the Company issued
$150.0 million of its 77/8% Senior Notes due 2008 (the Senior Notes) under Rule 144A under the Securities Act of
1933, as amended (Securities Act). Interest under the Senior Notes is payable semi-annually on September 15 and March 15. The Company incurred expenses related to the offering of approximately $5.3 million and is amortizing these costs to interest
expense over the life of the Senior Notes. In April 1998, the Company filed a registration statement under the Securities Act relating to an exchange offer for the Senior Notes. The registration statement became effective on May 14, 1998. The Senior
Notes are general unsecured obligations of the Company and are fully and unconditionally guaranteed on a joint and several basis by substantially all of its domestic wholly-owned current and future subsidiaries (the Guarantors). The Senior Notes
contain certain covenants that, among other things, limit our ability to incur certain indebtedness, sell assets, or enter into certain mergers or consolidations.



The Company does not believe that the separate financial statements and related footnote disclosures concerning the
Guarantors provide any additional information that would be material to investors in making an investment decision. Consolidating financial information for the Company (the Parent), the Guarantors and the Companys remaining subsidiaries (the
Non-Guarantors) is as follows:



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RURAL/METRO CORPORATION



CONSOLIDATING BALANCE SHEET

As of June 30, 2003

(in thousands)



|                                                                                               |  | Parent |          |   | Guarantors |   |          | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|---------------------------------------------------------------------------------------------- |  | ------ | -------- | - | ---------- | - | -------- | -------------- |  | - | ------------ | - |  | ----- | -------
|ASSETS                                                                                         |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Current assets:                                                                                |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Cash                                                                                           |  | $      |         |   |            | $ | 11,362   |                |  | $ | 1,199        |   |  | $     |        
|Accounts receivable, net                                                                       |  |        |         |   |            |   | 49,502   |                |  |   | 10,926       |   |  |       |       
|Inventories                                                                                    |  |        |         |   |            |   | 11,504   |                |  |   |             |   |  |       |       
|Prepaid expenses and other                                                                     |  |        |          |   |            |   | 7,467    |                |  |   | 44           |   |  |       |       
|                                                                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Total current assets                                                                           |  |        |         |   |            |   | 79,835   |                |  |   | 12,169       |   |  |       |       
|Property and equipment, net                                                                    |  |        |         |   |            |   | 42,862   |                |  |   | 148          |   |  |       |       
|Goodwill                                                                                       |  |        |         |   |            |   | 41,167   |                |  |   |             |   |  |       |       
|Insurance deposits                                                                             |  |        |         |   |            |   | 7,937    |                |  |   |             |   |  |       |       
|Due from (to) affiliates                                                                       |  |        | 255,078  |   |            |   | (228,366 | )              |  |   | (26,712      | ) |  |       |       
|Other assets                                                                                   |  |        | 6,177    |   |            |   | 5,453    |                |  |   | 418          |   |  |       |       
|Investment in subsidiaries                                                                     |  |        | (157,533 | ) |            |   |         |                |  |   |             |   |  |       | 157,533
|                                                                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Total assets                                                                                   |  | $      | 103,722  |   |            | $ | (51,112  | )              |  | $ | (13,977      | ) |  | $     | 157,533
|                                                                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|LIABILITIES, MINORITY INTERESTS, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Current liabilities:                                                                           |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Accounts payable                                                                               |  | $      |         |   |            | $ | 12,087   |                |  | $ | 1,691        |   |  | $     |       
|Accrued liabilities                                                                            |  |        | 3,791    |   |            |   | 53,643   |                |  |   | 264          |   |  |       |       
|Deferred revenue                                                                               |  |        |         |   |            |   | 17,603   |                |  |   |             |   |  |       |       
|Current portion of long-term debt                                                              |  |        |         |   |            |   | 1,329    |                |  |   |              |   |  |       |       
|                                                                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Total current liabilities                                                                      |  |        | 3,791    |   |            |   | 84,662   |                |  |   | 1,955        |   |  |       |       
|Long-term debt, net of current portion                                                         |  |        | 302,298  |   |            |   | 3,012    |                |  |   |             |   |  |       |       
|Other liabilities                                                                              |  |        |         |   |            |   | 181      |                |  |   |             |   |  |       |       
|Deferred income taxes                                                                          |  |        |         |   |            |   | 650      |                |  |   |              |   |  |       |       
|                                                                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Total liabilities                                                                              |  |        | 306,089  |   |            |   | 88,505   |                |  |   | 1,955        |   |  |       |       
|                                                                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Minority interests                                                                             |  |        |         |   |            |   |         |                |  |   |              |   |  |       | 1,984  
|                                                                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Series B Redeemable preferred stock                                                            |  |        | 7,793    |   |            |   |         |                |  |   |             |   |  |       |       
|                                                                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Stockholders equity (deficit):                                                                |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Common stock                                                                                   |  |        | 166      |   |            |   | 82       |                |  |   | 8            |   |  |       | (90    
|Additional paid-in capital                                                                     |  |        | 135,405  |   |            |   | 54,622   |                |  |   | 20,168       |   |  |       | (74,790
|Treasury stock                                                                                 |  |        | (1,239   | ) |            |   |         |                |  |   |             |   |  |       |       
|Accumulated deficit                                                                            |  |        | (344,492 | ) |            |   | (194,321 | )              |  |   | (36,108      | ) |  |       | 230,429
|                                                                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Total stockholders equity (deficit)                                                           |  |        | (210,160 | ) |            |   | (139,617 | )              |  |   | (15,932      | ) |  |       | 155,549
|                                                                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|                                                                                               |  | $      | 103,722  |   |            | $ | (51,112  | )              |  | $ | (13,977      | ) |  | $     | 157,533
|                                                                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        



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RURAL/METRO CORPORATION



CONSOLIDATING BALANCE SHEET

As of June 30, 2002

(in thousands)

(As Restated *)



|                                                                   |  | Parent |          |   | Guarantors |   |          | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|------------------------------------------------------------------ |  | ------ | -------- | - | ---------- | - | -------- | -------------- |  | - | ------------ | - |  | ----- | -------
|ASSETS                                                             |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Current assets:                                                    |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Cash                                                               |  | $      |         |   |            | $ | 9,424    |                |  | $ | 1,253        |   |  | $     |       
|Accounts receivable, net                                           |  |        |         |   |            |   | 54,432   |                |  |   | 10,029       |   |  |       |       
|Inventories                                                        |  |        |         |   |            |   | 12,178   |                |  |   | 42           |   |  |       |       
|Prepaid expenses and other                                         |  |        |         |   |            |   | 7,077    |                |  |   | 154          |   |  |       |       
|                                                                   |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Total current assets                                               |  |        |         |   |            |   | 83,111   |                |  |   | 11,478       |   |  |       |       
|                                                                   |  |        |          |   |           
|Property and equipment, net                                        |  |        |         |   |            |   | 47,972   |                |  |   | 560          |   |  |       |       
|Goodwill                                                           |  |        |         |   |            |   | 41,167   |                |  |   | 77           |   |  |       |       
|Insurance deposits                                                 |  |        |         |   |            |   | 8,228    |                |  |   |             |   |  |       |       
|Due from (to) affiliates                                           |  |        | 266,471  |   |            |   | (212,236 | )              |  |   | (54,235      | ) |  |       |       
|Other assets                                                       |  |        | 3,031    |   |            |   | 2,794    |                |  |   | 2,290        |   |  |       |       
|                                                                   |  |        |          |   |           
|Investment in subsidiaries                                         |  |        | (170,862 | ) |            |   |         |                |  |   |             |   |  |       | 170,862
|                                                                   |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|                                                                   |  | $      | 98,640   |   |            | $ | (28,964  | )              |  | $ | (39,830      | ) |  | $     | 170,862
|                                                                   |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS EQUITY (DEFICIT) |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Current liabilities:                                               |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Accounts payable                                                   |  | $      |         |   |            | $ | 11,049   |                |  | $ | 2,213        |   |  |       |       
|Accrued liabilities                                                |  |        | 10,171   |   |            |   | 61,280   |                |  |   | 2,243        |   |  |       |       
|Deferred revenue                                                   |  |        |         |   |            |   | 16,695   |                |  |   |             |   |  |       |       
|Current portion of long-term debt                                  |  |        |         |   |            |   | 1,620    |                |  |   | 13           |   |  |       |       
|                                                                   |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Total current liabilities                                          |  |        | 10,171   |   |            |   | 90,644   |                |  |   | 4,469        |   |  |       |       
|                                                                   |  |        |          |   |           
|Long-term debt, net of current portion                             |  |        | 294,221  |   |            |   | 4,308    |                |  |   |             |   |  |       |       
|Other liabilities                                                  |  |        |         |   |            |   | 477      |                |  |   |             |   |  |       |       
|Deferred income taxes                                              |  |        |         |   |            |   | 1,814    |                |  |   | (1,164       | ) |  |       |       
|                                                                   |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Total liabilities                                                  |  |        | 304,392  |   |            |   | 97,243   |                |  |   | 3,305        |   |  |       |       
|                                                                   |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Minority interests                                                 |  |        |         |   |            |   |         |                |  |   |             |   |  |       | 1,520  
|                                                                   |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Stockholders equity (deficit):                                    |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Common stock                                                       |  |        | 159      |   |            |   | 82       |                |  |   | 17           |   |  |       | (99    
|Additional paid-in capital                                         |  |        | 138,470  |   |            |   | 54,622   |                |  |   | 34,962       |   |  |       | (89,584
|Treasury stock                                                     |  |        | (1,239   | ) |            |   |         |                |  |   |             |   |  |       |       
|Accumulated deficit                                                |  |        | (353,458 | ) |            |   | (180,911 | )              |  |   | (88,430      | ) |  |       | 269,341
|Accumulated other comprehensive income (loss)                      |  |        | 10,316   |   |            |   |         |                |  |   | 10,316       |   |  |       | (10,316
|                                                                   |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|Total stockholders equity (deficit)                               |  |        | (205,752 | ) |            |   | (126,207 | )              |  |   | (43,135      | ) |  |       | 169,342
|                                                                   |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        
|                                                                   |  | $      | 98,640   |   |            | $ | (28,964  | )              |  | $ | (39,830      | ) |  | $     | 170,862
|                                                                   |  |        |          |   |            |   |          |                |  |   |              |   |  |       |        

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



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CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended June 30, 2003

(in thousands)



|                                                                                   |  | Parent |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|---------------------------------------------------------------------------------- |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | -------
|Net revenue                                                                        |  | $      |        |   |            | $ | 485,052 |                |  | $ | 54,070       |   |  | $     | (18,645
|                                                                                   |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Operating expenses:                                                                |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Payroll and employee benefits                                                      |  |        |        |   |            |   | 277,458 |                |  |   | 6,563        |   |  |       |       
|Provision for doubtful accounts                                                    |  |        |        |   |            |   | 74,320  |                |  |   | 10,726       |   |  |       |       
|Depreciation and amortization                                                      |  |        |        |   |            |   | 13,121  |                |  |   | 168          |   |  |       |       
|Other operating expenses                                                           |  |        | 1,603   |   |            |   | 97,301  |                |  |   | 33,276       |   |  |       | (18,645
|Restructuring and other                                                            |  |        |        |   |            |   | (1,401  | )              |  |   | (20          | ) |  |       |       
|                                                                                   |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Total operating expenses                                                           |  |        | 1,603   |   |            |   | 460,799 |                |  |   | 50,713       |   |  |       | (18,645
|                                                                                   |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Operating income (loss)                                                            |  |        | (1,603  | ) |            |   | 24,253  |                |  |   | 3,357        |   |  |       |       
|Income from wholly-owned subsidiaries                                              |  |        | 37,224  |   |            |   | 12,488  |                |  |   |             |   |  |       | (49,712
|Interest expense                                                                   |  |        | (26,655 | ) |            |   | (690    | )              |  |   | (667         | ) |  |       |       
|Interest income                                                                    |  |        |        |   |            |   | 192     |                |  |   | 5            |   |  |       |       
|Other income (expense), net                                                        |  |        |        |   |            |   | 24      |                |  |   | 122          |   |  |       |       
|                                                                                   |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Income (loss) from continuing operations before income taxes and minority interest |  |        | 8,966   |   |            |   | 36,267  |                |  |   | 2,817        |   |  |       | (49,712
|Income tax provision                                                               |  |        |        |   |            |   | (197    | )              |  |   |             |   |  |       |       
|Minority interests                                                                 |  |        |        |   |            |   |        |                |  |   |             |   |  |       | (1,507 
|                                                                                   |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Income (loss) from continuing operations                                           |  |        | 8,966   |   |            |   | 36,070  |                |  |   | 2,817        |   |  |       | (51,219
|Income (loss) from discontinued operations                                         |  |        |        |   |            |   |        |                |  |   | (156         | ) |  |       | 12,488 
|                                                                                   |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Net income (loss)                                                                  |  | $      | 8,966   |   |            | $ | 36,070  |                |  | $ | 2,661        |   |  | $     | (38,731
|                                                                                   |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        



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CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended June 30, 2002

(in thousands)

(As Restated *)



|                                                                                                                                        |  | Parent |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | -------
|Net revenue                                                                                                                             |  | $      |        |   |            | $ | 458,281 |                |  | $ | 46,672       |   |  | $     | (15,973
|                                                                                                                                        |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Operating expenses:                                                                                                                     |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Payroll and employee benefits                                                                                                           |  |        |        |   |            |   | 261,686 |                |  |   | 7,437        |   |  |       |       
|Provision for doubtful accounts                                                                                                         |  |        |        |   |            |   | 69,964  |                |  |   | 7,761        |   |  |       |       
|Depreciation and amortization                                                                                                           |  |        |        |   |            |   | 15,128  |                |  |   | 1,139        |   |  |       |       
|Other operating expenses                                                                                                                |  |        |        |   |            |   | 90,167  |                |  |   | 29,086       |   |  |       | (15,973
|Contract termination costs and related asset impairment                                                                                 |  |        |         |   |            |   | (7      | )              |  |   | (100         | ) |  |       |        
|Restructuring and other                                                                                                                 |  |        |        |   |            |   | (718    | )              |  |   |             |   |  |       |       
|                                                                                                                                        |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Total operating expenses                                                                                                                |  |        |        |   |            |   | 436,220 |                |  |   | 45,323       |   |  |       | (15,973
|                                                                                                                                        |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Operating income                                                                                                                        |  |        |        |   |            |   | 22,061  |                |  |   | 1,349        |   |  |       |       
|Income from wholly-owned subsidiaries                                                                                                   |  |        | 24,812  |   |            |   |        |                |  |   |             |   |  |       | (24,812
|Interest expense                                                                                                                        |  |        | (23,463 | ) |            |   | (1,029  | )              |  |   | (970         | ) |  |       |       
|Interest income                                                                                                                         |  |        |        |   |            |   | 625     |                |  |   | 19           |   |  |       |       
|Other income (expense), net                                                                                                             |  |        |        |   |            |   | 8       |                |  |   |             |   |  |       |       
|                                                                                                                                        |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Income (loss) from continuing operations before income taxes, minority interest and cumulative effect of change in accounting
principle |  |        | 1,349   |   |            |   | 21,665  |                |  |   | 398          |   |  |       | (24,812
|Income tax benefit                                                                                                                      |  |        |        |   |            |   | 2,520   |                |  |   |             |   |  |       |       
|Minority interests                                                                                                                      |  |        |        |   |            |   |        |                |  |   |             |   |  |       | (750   
|                                                                                                                                        |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Income (loss) from continuing operations before cumulative effect of change in accounting principle                                     |  |        | 1,349   |   |            |   | 24,185  |                |  |   | 398          |   |  |       | (25,562
|Income from discontinued operations                                                                                                     |  |        |        |   |            |   |        |                |  |   | 979          |   |  |       |       
|                                                                                                                                        |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Net income before cumulative effect of change in accounting principle                                                                   |  |        | 1,349   |   |            |   | 24,185  |                |  |   | 1,377        |   |  |       | (25,562
|Cumulative effect of change in accounting principle                                                                                     |  |        | (49,513 | ) |            |   | (49,513 | )              |  |   |             |   |  |       | 49,513 
|                                                                                                                                        |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Net income (loss)                                                                                                                       |  | $      | (48,164 | ) |            | $ | (25,328 | )              |  | $ | 1,377        |   |  | $     | 23,951 
|                                                                                                                                        |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



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CONSOLIDATING STATEMENT OF OPERATIONS

For the year ended June 30, 2001

(in thousands)

(As Restated *)



|                                                                |  | Parent |          |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|--------------------------------------------------------------- |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | -------
|Net revenue                                                     |  | $      |         |   |            | $ | 444,960 |                |  | $ | 47,825       |   |  | $     | (13,371
|                                                                |  |        |          |   |            |   |         |                |  |   |              |   |  |       |        
|Operating expenses:                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |        
|Payroll and employee benefits                                   |  |        |         |   |            |   | 261,179 |                |  |   | 10,797       |   |  |       |       
|Provision for doubtful accounts                                 |  |        |         |   |            |   | 74,812  |                |  |   | 12,064       |   |  |       |       
|Depreciation and amortization                                   |  |        |         |   |            |   | 24,116  |                |  |   | 1,625        |   |  |       |       
|Other operating expenses                                        |  |        |         |   |            |   | 117,644 |                |  |   | 27,616       |   |  |       | (13,371
|Asset impairment charges                                        |  |        |         |   |            |   | 32,338  |                |  |   | 15,712       |   |  |       |       
|Contract termination costs and related asset Impairment charges |  |        |         |   |            |   | 9,256   |                |  |   |             |   |  |       |       
|Restructuring and other                                         |  |        |         |   |            |   | 9,091   |                |  |   |             |   |  |       |       
|                                                                |  |        |          |   |            |   |         |                |  |   |              |   |  |       |        
|Total operating expenses                                        |  |        |         |   |            |   | 528,436 |                |  |   | 67,814       |   |  |       | (13,371
|                                                                |  |        |          |   |            |   |         |                |  |   |              |   |  |       |        
|Operating loss                                                  |  |        |         |   |            |   | (83,476 | )              |  |   | (19,989      | ) |  |       |       
|Loss from wholly-owned subsidiaries                             |  |        | (176,328 | ) |            |   |        |                |  |   |             |   |  |       | 176,328
|Interest expense                                                |  |        | (28,962  | ) |            |   | (535    | )              |  |   | (1,127       | ) |  |       |       
|Interest income                                                 |  |        |         |   |            |   | 518     |                |  |   | 124          |   |  |       |       
|Other income (expense), net                                     |  |        |         |   |            |   | (4,053  | )              |  |   |             |   |  |       |       
|                                                                |  |        |          |   |            |   |         |                |  |   |              |   |  |       |        
|Loss from continuing operations before income taxes             |  |        | (205,290 | ) |            |   | (87,546 | )              |  |   | (20,992      | ) |  |       | 176,328
|Income tax provision                                            |  |        |         |   |            |   | (1,136  | )              |  |   | (1           | ) |  |       |       
|Minority interests                                              |  |        |         |   |            |   |        |                |  |   |             |   |  |       | 705    
|                                                                |  |        |          |   |            |   |         |                |  |   |              |   |  |       |        
|Income (loss) from continuing operations                        |  |        | (205,290 | ) |            |   | (88,682 | )              |  |   | (30,367      | ) |  |       | 177,033
|Loss from discontinued operations                               |  |        |         |   |            |   |        |                |  |   | (67,358      | ) |  |       |       
|                                                                |  |        |          |   |            |   |         |                |  |   |              |   |  |       |        
|Net loss                                                        |  | $      | (205,290 | ) |            | $ | (88,682 | )              |  | $ | (88,351      | ) |  | $     | 177,033
|                                                                |  |        |          |   |            |   |         |                |  |   |              |   |  |       |        

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



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CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended June 30, 2003

(in thousands)



|                                                                     |  | Parent |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|-------------------------------------------------------------------- |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | -------
|Cash flows from operating activities:                                |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Net income                                                           |  | $      | 8,966   |   |            | $ | 36,070  |                |  | $ | 2,661        |   |  | $     | (38,731
|Adjustments to reconcile net income to cash provided by operations  |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Non-cash portion of restructuring and other                          |  |        |        |   |            |   | (1,401  | )              |  |   | (20          | ) |  |       |       
|Depreciation and amortization                                        |  |        |        |   |            |   | 13,131  |                |  |   | 182          |   |  |       |       
|Gain on sale of property and equipment                               |  |        |        |   |            |   | (406    | )              |  |   | (134         | ) |  |       |       
|Non-cash portion of gain on disposition of Latin American operations |  |        | 139     |   |            |   |        |                |  |   | (13,871      | ) |  |       |        
|Provision for doubtful accounts                                      |  |        |        |   |            |   | 74,320  |                |  |   | 10,726       |   |  |       |       
|Deferred income taxes                                                |  |        |        |   |            |   | (1,164  | )              |  |   | 1,164        |   |  |       |       
|Earnings of minority shareholder                                     |  |        |        |   |            |   |        |                |  |   |             |   |  |       | 1,507  
|Amortization of deferred financing costs                             |  |        | 2,038   |   |            |   |         |                |  |   |             |   |  |       |       
|Amortization of debt discount                                        |  |        | 26      |   |            |   |        |                |  |   |             |   |  |       |       
|Other                                                                |  |        |        |   |            |   | (176    | )              |  |   |             |   |  |       |       
|Change in assets and liabilities                                    |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|(Increase) decrease in accounts receivable                           |  |        |        |   |            |   | (69,386 | )              |  |   | (12,203      | ) |  |       |       
|(Increase) decrease in inventories                                   |  |        |        |   |            |   | 674     |                |  |   | (18          | ) |  |       |       
|Increase in prepaid expenses and other                               |  |        |        |   |            |   | (391    | )              |  |   | (85          | ) |  |       |       
|Decrease in insurance deposits                                       |  |        |        |   |            |   | 291     |                |  |   |             |   |  |       |       
|(Increase) decrease in other assets                                  |  |        | 1,842   |   |            |   | (2,757  | )              |  |   | 1,041        |   |  |       |       
|(Increase) decrease in due to/from affiliates                        |  |        | (12,290 | ) |            |   | (33,194 | )              |  |   | 8,281        |   |  |       | 37,203 
|Increase in accounts payable                                         |  |        |        |   |            |   | 977     |                |  |   | 568          |   |  |       |       
|Increase (decrease) in accrued liabilities and other liabilities     |  |        | 476     |   |            |   | (6,532  | )              |  |   | 2,714        |   |  |       |       
|Increase in deferred revenue                                         |  |        |        |   |            |   | 908     |                |  |   |             |   |  |       |       
|                                                                     |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Net cash provided by operating activities                            |  |        | 1,197   |   |            |   | 10,964  |                |  |   | 1,006        |   |  |       | (21    
|                                                                     |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Cash flows from investing activities:                                |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Capital expenditures                                                 |  |        |        |   |            |   | (9,251  | )              |  |   | (149         | ) |  |       |       
|Proceeds from the sale of property and equipment                     |  |        |        |   |            |   | 1,780   |                |  |   | 38           |   |  |       |       
|                                                                     |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Net cash used in investing activities                                |  |        |        |   |            |   | (7,471  | )              |  |   | (111         | ) |  |       |       
|                                                                     |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Cash flows from financing activities:                                |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Repayment of debt and capital lease obligations                      |  |        |        |   |            |   | (1,555  | )              |  |   | (14          | ) |  |       |       
|Cash paid for debt issuance costs                                    |  |        | (1,583  | ) |            |   |        |                |  |   |             |   |  |       |       
|Distributions to minority shareholders                               |  |        |        |   |            |   |        |                |  |   | (914         | ) |  |       |       
|Issuance of common stock                                             |  |        | 407     |   |            |   |        |                |  |   |             |   |  |       |       
|                                                                     |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Net cash used in financing activities                                |  |        | (1,176  | ) |            |   | (1,555  | )              |  |   | (928         | ) |  |       |       
|                                                                     |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Effect of currency exchange rate changes on cash                     |  |        | (21     | ) |            |   |        |                |  |   | (21          | ) |  |       | 21     
|                                                                     |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Increase (decrease) in cash                                          |  |        |        |   |            |   | 1,938   |                |  |   | (54          | ) |  |       |       
|Cash, beginning of year                                              |  |        |        |   |            |   | 9,424   |                |  |   | 1,253        |   |  |       |       
|                                                                     |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Cash, end of year                                                    |  | $      |        |   |            | $ | 11,362  |                |  | $ | 1,199        |   |  | $     |       
|                                                                     |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        



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RURAL/METRO CORPORATION



CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended June 30, 2002

(in thousands)

(As Restated *)



|                                                                                      |  | Parent |         |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |        
|------------------------------------------------------------------------------------- |  | ------ | ------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | -------
|Cash flows from operating activities:                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Net income (loss)                                                                     |  | $      | (48,164 | ) |            | $ | (25,338 | )              |  | $ | 1,377        |   |  | $     | 23,961 
|Adjustments to reconcile net income (loss) to cash provided by (used in) operations  |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Non-cash portion of restructuring and other                                           |  |        |        |   |            |   | (725    | )              |  |   | (100         | ) |  |       |       
|Cumulative effect of change in accounting principle                                   |  |        |        |   |            |   | 49,513  |                |  |   |             |   |  |       |       
|Depreciation and amortization                                                         |  |        |        |   |            |   | 15,128  |                |  |   | 1,082        |   |  |       |       
|(Gain) loss on sale of property and equipment                                         |  |        |        |   |            |   | 152     |                |  |   | (437         | ) |  |       |       
|Provision for doubtful accounts                                                       |  |        |        |   |            |   | 69,964  |                |  |   | 7,916        |   |  |       |       
|Deferred income taxes                                                                 |  |        |        |   |            |   | (300    | )              |  |   |             |   |  |       |       
|Earnings of minority shareholder                                                      |  |        |        |   |            |   |        |                |  |   |             |   |  |       | 750    
|Amortization of deferred financing costs                                              |  |        | 726     |   |            |   |        |                |  |   |             |   |  |       |       
|Amortization of discount on Senior Notes                                              |  |        | 26      |   |            |   |        |                |  |   |             |   |  |       |       
|Non-cash stock compensation expense                                                   |  |        | 73      |   |            |   |        |                |  |   |             |   |  |       |       
|Other                                                                                 |  |        |        |   |            |   | (8      | )              |  |   |             |   |  |       |       
|Change in assets and liabilities                                                     |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|(Increase) decrease in accounts receivable                                            |  |        |        |   |            |   | (67,533 | )              |  |   | (6,238       | ) |  |       |       
|Decrease in inventories                                                               |  |        |        |   |            |   | 915     |                |  |   | 33           |   |  |       |       
|(Increase) decrease in prepaid expenses and other                                     |  |        | (51     | ) |            |   | (2,756  | )              |  |   | 15           |   |  |       |       
|Increase in insurance deposits                                                        |  |        |        |   |            |   | (4,492  | )              |  |   |             |   |  |       |       
|Increase in other assets                                                              |  |        | (819    | ) |            |   | 3,861   |                |  |   | (1,171       | ) |  |       |       
|(Increase) decrease in due to/from affiliates                                         |  |        | 46,114  |   |            |   | (19,723 | )              |  |   | (1,982       | ) |  |       | (24,409
|Increase (decrease) in accounts payable                                               |  |        |        |   |            |   | 1,571   |                |  |   | (118         | ) |  |       |       
|Increase (decrease) in accrued liabilities and other liabilities                      |  |        | 2,600   |   |            |   | (10,632 | )              |  |   | (1,849       | ) |  |       |       
|Increase in deferred revenue                                                          |  |        |        |   |            |   | 702     |                |  |   |             |   |  |       |       
|                                                                                      |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Net cash provided by (used in) operating activities                                   |  |        | 505     |   |            |   | 10,299  |                |  |   | (1,472       | ) |  |       | 302    
|                                                                                      |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Cash flows from investing activities:                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Capital expenditures                                                                  |  |        |        |   |            |   | (6,360  | )              |  |   | (494         | ) |  |       |       
|Proceeds from the sale of property and equipment                                      |  |        |        |   |            |   | 422     |                |  |   | 600          |   |  |       |       
|                                                                                      |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Net cash provided by (used in) investing activities                                   |  |        |        |   |            |   | (5,938  | )              |  |   | 106          |   |  |       |       
|                                                                                      |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Cash flows from financing activities:                                                 |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Repayments on credit facility                                                         |  |        | (1,263  | ) |            |   |        |                |  |   |             |   |  |       |       
|Repayment of debt and capital lease obligations                                       |  |        |        |   |            |   | (1,700  | )              |  |   | (162         | ) |  |       |       
|Distributions to minority shareholders                                                |  |        |        |   |            |   |        |                |  |   | (501         | ) |  |       |       
|Issuance of common stock                                                              |  |        | 456     |   |            |   |        |                |  |   |             |   |  |       |       
|                                                                                      |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Net cash used in financing activities                                                 |  |        | (807    | ) |            |   | (1,700  | )              |  |   | (663         | ) |  |       |       
|                                                                                      |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Effect of currency exchange rate changes on cash                                      |  |        | 302     |   |            |   |        |                |  |   | 302          |   |  |       | (302   
|                                                                                      |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Increase (decrease) in cash                                                           |  |        |        |   |            |   | 2,661   |                |  |   | (1,727       | ) |  |       |       
|Cash, beginning of year                                                               |  |        |        |   |            |   | 6,763   |                |  |   | 2,980        |   |  |       |       
|                                                                                      |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        
|Cash, end of year                                                                     |  | $      |        |   |            | $ | 9,424   |                |  | $ | 1,253        |   |  | $     |       
|                                                                                      |  |        |         |   |            |   |         |                |  |   |              |   |  |       |        

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



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RURAL/METRO CORPORATION



CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended June 30, 2001

(in thousands)

(As Restated *)



|                                                                             |  | Parent |          |   | Guarantors |   |         | Non-Guarantors |  |   | Eliminations |   |  | Total |         
|---------------------------------------------------------------------------- |  | ------ | -------- | - | ---------- | - | ------- | -------------- |  | - | ------------ | - |  | ----- | --------
|Cash flows from operating activities                                         |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Net loss                                                                     |  | $      | (205,290 | ) |            | $ | (88,682 | )              |  | $ | (88,351      | ) |  | $     | 177,033 
|Adjustments to reconcile net loss to cash provided by (used in) operations  |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Non-cash portion of restructuring and other                                  |  |        |         |   |            |   | 4,092   |                |  |   |             |   |  |       |        
|Non-cash portion of contract termination charges                             |  |        |         |   |            |   | 8,086   |                |  |   |             |   |  |       |        
|Non-cash asset impairment charge                                             |  |        |         |   |            |   | 32,339  |                |  |   | 62,014       |   |  |       |        
|Non-cash portion of loss on disposition of clinic operations                 |  |        |         |   |            |   |        |                |  |   | 9,374        |   |  |       |        
|Depreciation and amortization                                                |  |        |         |   |            |   | 24,116  |                |  |   | 5,045        |   |  |       |        
|Gain on sale of property and equipment                                       |  |        |         |   |            |   | (406    | )              |  |   | (21          | ) |  |       |        
|Provision for doubtful accounts                                              |  |        |         |   |            |   | 74,812  |                |  |   | 13,491       |   |  |       |        
|Deferred income taxes                                                        |  |        |         |   |            |   | 2,839   |                |  |   | (1,889       | ) |  |       |        
|Losses of minority shareholder                                               |  |        |         |   |            |   |        |                |  |   |             |   |  |       | (705    
|Amortization of deferred financing costs                                     |  |        | 946      |   |            |   |        |                |  |   |             |   |  |       |        
|Amortization of debt discount                                                |  |        | 26       |   |            |   |        |                |  |   |             |   |  |       |        
|Non-cash charge related to joint venture                                     |  |        |         |   |            |   |        |                |  |   |             |   |  |       | 4,045   
|Other                                                                        |  |        |         |   |            |   | 7       |                |  |   |             |   |  |       |        
|Change in assets and liabilities                                            |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|(Increase) decrease in accounts receivable                                   |  |        |         |   |            |   | (62,936 | )              |  |   | (7,771       | ) |  |       |        
|Decrease in inventories                                                      |  |        |         |   |            |   | 4,925   |                |  |   | 886          |   |  |       |        
|Decrease in prepaid expenses and other                                       |  |        | 403      |   |            |   | 782     |                |  |   | 320          |   |  |       |        
|(Increase) decrease in other assets                                          |  |        | (319     | ) |            |   | 2,240   |                |  |   | 2,159        |   |  |       |        
|Increase in insurance deposits                                               |  |        |         |   |            |   | (2,966  | )              |  |   |             |   |  |       |        
|(Increase) decrease in due to/from affiliates                                |  |        | 205,744  |   |            |   | (21,356 | )              |  |   | (4,280       | ) |  |       | (180,108
|Decrease in accounts payable                                                 |  |        |         |   |            |   | (2,445  | )              |  |   | (269         | ) |  |       |        
|Increase in accrued liabilities and other liabilities                        |  |        | 1,642    |   |            |   | 29,368  |                |  |   | 8,052        |   |  |       |        
|Decrease in deferred revenue                                                 |  |        |         |   |            |   | (264    | )              |  |   | (18          | ) |  |       |        
|                                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Net cash provided by (used in) operating activities                          |  |        | 3,152    |   |            |   | 4,551   |                |  |   | (1,258       | ) |  |       | 265     
|                                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Cash flows from investing activities                                         |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Capital expenditures                                                         |  |        |         |   |            |   | (6,771  | )              |  |   | 997          |   |  |       |        
|Proceeds from the sale of property and equipment                             |  |        |         |   |            |   | 1,909   |                |  |   | 60           |   |  |       |        
|                                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Net cash provided by (used in) investing activities                          |  |        |         |   |            |   | (4,862  | )              |  |   | 1,057        |   |  |       |        
|                                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Cash flows from financing activities                                         |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Repayments on credit facility, net                                           |  |        | (3,765   | ) |            |   |        |                |  |   |             |   |  |       |        
|Repayment of debt and capital lease obligations                              |  |        |         |   |            |   | (2,244  | )              |  |   | (529         | ) |  |       |        
|Borrowings under capital lease obligations                                   |  |        |         |   |            |   | 283     |                |  |   |             |   |  |       |        
|Distributions to minority shareholders                                       |  |        |         |   |            |   |        |                |  |   | (432         | ) |  |       |        
|Issuance of common stock                                                     |  |        | 348      |   |            |   |        |                |  |   |             |   |  |       |        
|                                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Net cash used in financing activities                                        |  |        | (3,417   | ) |            |   | (1,961  | )              |  |   | (961         | ) |  |       |        
|                                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Effect of currency exchange rate changes on cash                             |  |        | 265      |   |            |   |        |                |  |   | 265          |   |  |       | (265    
|                                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Increase (decrease) in cash                                                  |  |        |         |   |            |   | (2,272  | )              |  |   | (897         | ) |  |       |        
|Cash, beginning of year                                                      |  |        |         |   |            |   | 9,035   |                |  |   | 3,877        |   |  |       |        
|                                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         
|Cash, end of year                                                            |  | $      |         |   |            | $ | 6,763   |                |  | $ | 2,980        |   |  | $     |        
|                                                                             |  |        |          |   |            |   |         |                |  |   |              |   |  |       |         

---

|* |  | - Refer to Note 2, Restatement of Consolidated Financial Statements.
|- |  | --------------------------------------------------------------------



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Debt Maturities



Aggregate maturities on long-term debt for each of the fiscal years ending June 30, including the effect of the 2003
amendment to the credit facility discussed above, are as follows (in thousands):



|2004       |  | $ | 1,329  
|---------- |  | - | -------
|2005       |  |   | 1,428  
|2006       |  |   | 1,473  
|2007       |  |   | 152,566
|2008       |  |   | 149,891
|Thereafter |  |   | 87     
|           |  |   |        
|           |  | $ | 306,774
|           |  |   |        



The Company incurred
interest expense of approximately $28.1 million, $25.5 million and $30.6 million and paid interest of approximately $25.4 million, $21.9 million and $29.0 million in the years ended June 30, 2003, 2002 and 2001, respectively.



The Company had outstanding letters of credit totaling approximately $3.5
million at June 30, 2003 and 2002 for insurance and guarantees under contracts.



(13) Income Taxes



The components of the
income tax (provision) benefit applicable to continuing operations were as follows (in thousands):



|                                   |  | Year ended June 30, |     
|---------------------------------- |  | ------------------- | ----
|                                   |  | 2003                |     
|Current                            |  |                     |     
|State                              |  | $                   | (340
|Total current (provision) benefit  |  |                     | (340
|                                   |  |                     |     
|Deferred                           |  |                     |     
|Federal                            |  |                     |    
|State                              |  |                     | 143 
|                                   |  |                     |     
|Total deferred (provision) benefit |  |                     | 143 
|                                   |  |                     |     
|Total (provision) benefit          |  | $                   | (197
|                                   |  |                     |     



The income tax benefit
in 2002 included federal income tax refunds of $0.6 million resulting from legislation that allowed the Company to carry back a portion of its net operating losses to prior years as well as refunds of $1.6 million applicable to prior years for which
recognition was deferred until receipt.



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The income tax (provision) benefit differs from the amount computed by applying the statutory U.S.
federal income tax rate of 35% to loss from continuing operations before income taxes and cumulative effect of change in accounting principle as follows (in thousands):



|                                                         |  | Year ended June 30, |      
|-------------------------------------------------------- |  | ------------------- | -----
|                                                         |  | 2003                |      
|                                                         |  | (in thousands)      |      
|Federal income tax (provision) benefit at statutory rate |  | $                   | 1,109
|State taxes, net of federal benefit                      |  |                     | (221 
|Amortization of nondeductible goodwill                   |  |                     |     
|Change in valuation allowance                            |  |                     | (994 
|Other, net                                               |  |                     | (91  
|                                                         |  |                     |      
|(Provision for) benefit from income taxes                |  | $                   | (197 
|                                                         |  |                     |      



The following table
summarizes the components of the Companys net deferred tax liability as of June 30, 2003 and 2002.



|                                                   |  | June 30,       |        
|-------------------------------------------------- |  | -------------- | -------
|                                                   |  | 2003           |        
|                                                   |  | (in thousands) |        
|Deferred tax assets:                               |  |                |        
|Net operating loss carryforwards                   |  | $              | 77,389 
|Capital loss carryforwards                         |  |                | 21,045 
|Accounts receivable valuation                      |  |                | 9,463  
|Restructuring and other reserves                   |  |                | 770    
|Insurance claim reserves                           |  |                | 9,692  
|Other                                              |  |                | 1,013  
|Compensation and benefits                          |  |                | 2,395  
|                                                   |  |                |        
|Gross deferred tax assets                          |  |                | 121,767
|                                                   |  |                |        
|Deferred tax liabilities:                          |  |                |        
|Partnership losses                                 |  |                | (25,623
|Accelerated depreciation and amortization          |  |                | (12,983
|Other                                              |  |                | (921   
|                                                   |  |                |        
|Gross deferred tax liabilities                     |  |                | (39,527
|                                                   |  |                |        
|Net deferred tax assets before valuation allowance |  |                | 82,240 
|Less: Valuation allowance                          |  |                | (82,890
|                                                   |  |                |        
|Net deferred liability                             |  | $              | (650   
|                                                   |  |                |        



As of June 30, 2003,
the Company had net operating loss carry forwards for federal income tax purposes of approximately $200 million which begin to expire in 2008. The Company also had capital loss carryforwards for federal income tax purposes of approximately $54
million, which begin to expire in 2006. If the Company experiences an ownership change as defined by the Internal Revenue Code, its ability to utilize its carryforwards may be limited.



The Company maintains a valuation allowance for the portion of its net deferred tax assets for which it is more likely than
not that the related benefits will not be realized. The valuation allowance, which totaled $82.9 million at June 30, 2003 and $88.0 at June 30, 2002, was based upon managements analysis of available information including the net operating
losses experienced in recent years. The Company will begin to release the valuation allowance when it is more likely than not that the deferred tax asset will be realized.



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Cash payments (refunds) for income taxes were $0.3 million, $(2.2) million and $1.9 million during the
years ended June 30, 2003, 2002 and 2001, respectively.



(14) Redeemable
Preferred Stock



The Companys restated certificate
of incorporation includes authorization to issue 2,000,000 shares of the Companys $.01 par value preferred stock. The preferred stock may be issued in one or more series as determined by the Companys Board of Directors.



Series B Redeemable Preferred Stock



In connection with the 2002 Amended Credit Facility, the Company issued
211,549 shares of its Series B Redeemable Preferred Stock (the Series B Shares) to the lenders in the credit facility. The Series B Shares are convertible into 2,115,490 common shares which was equivalent to 10% of the Companys
common shares then outstanding on a diluted basis, as defined. The conversion ratio is subject to adjustment if the Company issues common stock or securities convertible into the Companys common stock for consideration less than the fair
market value of such securities at the time of such transaction. Conversion of the Series B Shares occurs upon notice from the Company; however, because a sufficient number of common shares are not currently available to permit conversion, the
Company intends to seek stockholder approval to amend its certificate of incorporation to authorize additional common shares. Should the Companys stockholders fail to approve such a proposal by December 31, 2004, the Company will be required
to redeem the Series B Shares for a price equal to the greater of $15.0 million or the value of the common shares into which the Series B Shares would otherwise have been convertible. In addition, should the Companys stockholders fail to
approve such a proposal, the Series B Shares enjoy a preference upon a sale of the Company, a sale of its assets and in certain other circumstances; this preference equals the greater of (i) the value of the common shares into which the Series B
Shares would otherwise have been convertible or (ii) $12.5 million or $15.0 million depending on whether such sale or liquidation event occurs prior to December 31, 2003 or December 31, 2004, respectively. At the election of the holder, the Series B
Shares carry voting rights as if such shares were converted into common shares. The Series B Shares are not entitled to a dividend but such shares (and the common shares issueable upon conversion) are entitled to certain registration rights. The
terms of the Series B Shares limit the Company from issuing senior or pari passu preferred shares and from paying dividends on, or redeeming, shares of junior stock.



The Company recorded the Series B Shares at their estimated fair value at the date of issuance ($4.2 million) with an
offsetting increase in debt issue costs, which are included in other assets in the consolidated balance sheet. As the Company may be required to redeem the Series B Shares for cash as outlined above, such shares have been classified outside of
stockholders equity (deficit). Additionally, the original value of the Series B Shares is being accreted to its redemption value through December 31, 2004 with an offsetting charge to additional paid-in capital. Such accretion totaled $3.6
million during the fiscal 2003.



Series C Redeemable
Preferred Stock



In connection with the 2003 Amended
Credit Facility, the Company issued 283,979 shares of its Series C Redeemable Preferred Stock (the Series C Shares) to the lenders in the credit facility. The Series C Shares are convertible into 2,839,787 common shares which was
equivalent to 11% of the Companys common shares then outstanding on a diluted basis, as defined. The conversion ratio is subject to adjustment if the Company issues common stock or securities convertible into the Companys common stock
for consideration less than the fair market value of such securities at the time of such transaction. Conversion of the Series C Shares occurs automatically upon notice from the Company; however, because a sufficient number of common shares are not
currently available to permit conversion, the Company intends to seek stockholder approval to amend its certificate of incorporation to authorize additional common shares. Should the Companys stockholders fail to approve such a proposal by
December 31, 2006, the Company will be required to redeem the Series C Shares for a price equal to the greater of $10.0 million or the value of the common shares into which the Series C Shares would otherwise have been convertible. In addition,
should the Companys stockholders fail to approve such a proposal, the Series C Shares enjoy a preference upon a sale of the Company, a sale of its assets and in certain other circumstances; this preference equals the greater of (i) the value
of the common shares into which the Series C Shares would otherwise have been convertible or (ii) $11.0 million, $13.75 million or $16.5 million depending on whether such sale or liquidation event occurs prior to January 31, 2004, between January
31, 2004 and December 31, 2004 or



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December 31, 2004, respectively. At the election of the holder, the Series C Shares carry voting rights as if such shares were converted into common shares.
The Series C Shares are not entitled to a dividend but such shares (and the common shares issuable upon conversion) are entitled to certain registration rights. The terms of the Series C Shares limit the Company from issuing senior or pari passu
preferred shares and from paying dividends on, or redeeming, shares of junior stock.



The Company will record the Series C Shares at their estimated fair value at the date of issuance with an offsetting increase in debt issue costs. As the Company may be required to redeem the Series C Shares for cash
as outlined above, such shares will be classified outside of stockholders equity (deficit). Additionally, the original value of the Series C Shares will be accreted to its redemption value through December 31, 2006 with an offsetting charge to
additional paid-in capital.



(15) Stockholders Equity



In August 1995, the Company adopted a shareholders rights plan,
which authorized the distribution of one right to purchase one one-thousandth of a share of $0.01 par value Series A Junior Participating Preferred Stock (a Right) for each share of common stock of the Company. Rights will become exercisable
following the tenth day (or such later date as may be determined by the Board of Directors) after a person or group (a) acquires beneficial ownership of 15% or more of the Companys common stock or (b) announces a tender or exchange offer, the
consummation of which would result in ownership by a person or group of 15% or more of the Companys common stock. In connection with the 2003 Amended Credit Facility, the Company adopted an amendment providing that ownership solely of Series B
Shares or Series C Shares (or common stock issued or issuable upon conversion thereof) does not constitute a triggering event under the plan.



Upon exercise, each Right will entitle the holder (other than the party seeking to acquire control of the Company) to acquire shares of common stock of
the Company or, in certain circumstances, such acquiring person at a 50% discount from market value. The Rights may be terminated by the Board of Directors at any time prior to the date they become exercisable at a price of $0.01 per Right;
thereafter, they may be redeemed for a specified period of time at $0.01 per Right.



(16) Employee Benefit Plans



Employee Stock
Purchase Plan



The Company established the Employee Stock
Purchase Plan (the ESPP) through which eligible employees may purchase shares of the Companys common stock, at semi-annual intervals, through periodic payroll deductions. The ESPP is a qualified employee benefit plan under Section
423 of the Internal Revenue Code. The Company has reserved 2,150,000 shares of stock for issuance under the ESPP. The purchase price per share is the lower of 85% of the closing price of the stock on the first day or the last day of the offering
period or on the nearest prior day on which trading occurred on the Nasdaq SmallCap Market. Employees purchased 570,801, 559,668, and 273,584 shares of the Companys common stock under the ESPP during fiscal years 2003, 2002 and 2001,
respectively, at average per share prices of $0.60, $0.48 and $1.27.



1992 Stock Option Plan



The Companys
1992 Stock Option Plan (the 1992 Plan) was adopted in November 1992 and expired November 5, 2002. The 1992 Plan provided for the granting of options to acquire common stock of the Company, direct granting of the common stock of the
Company (Stock Awards), the granting of stock appreciation rights (SARs), or the granting of other cash awards (Cash Awards) (Stock Awards, SARs and Cash Awards are collectively referred to herein as
Awards). At June 30, 2003, the maximum number of shares of common stock issuable under the 1992 Plan was 6.0 million of which approximately 875,000 options had been exercised. Approximately 4.6 million options remain outstanding under
the 1992 Plan at June 30, 2003. Options were granted as incentive stock options or non-qualified stock options.



Options and Awards were granted only to persons who at the time of grant are either key personnel of the Company or consultants and independent
contractors who provide valuable services to the Company. Options that are incentive stock options may be granted only to key personnel of the Company.



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The 1992 Plan, as amended, provided for the automatic grant of options whereby each non-employee member
of the Board of Directors was granted an option to acquire 2,500 shares of common stock annually. Each non-employee member of the Board of Directors also received an annual automatic grant of options to acquire an additional 1,000 shares for each
$0.05 increase in the Companys earnings per share, subject to a maximum of 5,000 additional options. New non-employee members of the Board of Directors received options to acquire 10,000 shares of common stock on the date of their first
appointment or election to the Board of Directors.



The terms
of each Award wereestablished by the Board of Directors at the time of grant. Options granted under the 1992 Plan vest over periods not exceeding five years.



Awards granted in the form of SARs entitled the recipient to receive a payment equal to the appreciation in market value of a stated number of shares of
common stock from the price stated in the award agreement to the market value of the common stock on the date first exercised or surrendered. The Board of Directors determined such terms, conditions, restrictions and/or limitations, if any, on any
SARs.



2000 Non-Qualified Stock Option Plan



The Companys 2000 Non-Qualified Stock Option Plan (the 2000
Plan) was adopted in August 2000 and provides for the granting of options to acquire common stock of the Company. At the time of adoption, the maximum number of shares of common stock issuable under the 2000 Plan was 2.0 million of which
approximately 180,000 options have been exercised. Approximately 1.6 million of options remain outstanding under the 2002 Plan as of June 30, 2003.



Options may be granted only to persons who at the time of grant are either regular employees, excluding Directors and Officers, or persons who provide
consulting or other services as independent contractors to the Company.



The terms of each Award were established by the Board of Directors at the time of grant. Options granted to date vest over periods not exceeding three years.



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The following summarizes stock option activity in the 1992 Plan and the 2000 Plan:



|                                                         |  | Year ended June 30, 2003
|-------------------------------------------------------- |  | ------------------------
|                                                         |  | Number of Shares        
|Options outstanding at beginning of year                 |  | 5,198,978               
|Granted                                                  |  | 1,697,000               
|Canceled                                                 |  | (672,216                
|Exercised                                                |  | (93,471                 
|                                                         |  |                         
|Options outstanding at end of year                       |  | 6,130,291               
|                                                         |  |                         
|Options exercisable at end of year                       |  | 4,173,976               
|Options available for grant at end of year               |  | 265,246                 
|Weighted average fair value per share of options granted |  |                         
|                                                         | 
|                                                         |  | Year ended June 30, 2002
|                                                         |  | Number of Shares        
|Options outstanding at beginning of year                 |  | 4,441,668               
|Granted                                                  |  | 1,818,000               
|Canceled                                                 |  | (869,183                
|Exercised                                                |  | (191,507                
|                                                         |  |                         
|Options outstanding at end of year                       |  | 5,198,978               
|                                                         |  |                         
|Options exercisable at end of year                       |  | 3,654,817               
|Options available for grant at end of year               |  | 1,750,294               
|Weighted average fair value per share of options granted |  |                         
|                                                         | 
|                                                         |  | Year ended June 30, 2001
|                                                         |  | Number of Shares        
|Options outstanding at beginning of year                 |  | 3,581,992               
|Granted                                                  |  | 1,582,750               
|Canceled                                                 |  | (723,074                
|Exercised                                                |  |                        
|                                                         |  |                         
|Options outstanding at end of year                       |  | 4,441,668               
|                                                         |  |                         
|Options exercisable at end of year                       |  | 3,190,462               
|Options available for grant at end of year               |  | 2,788,361               
|Weighted average fair value per share of options granted |  |                         



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The following table summarizes options outstanding and exercisable at June 30, 2003 for options issued
under the 1992 Plan and the 2000 Plan:



|                         |  | Options Outstanding |  | Options Exercisable                        
|------------------------ |  | ------------------- |  | -------------------------------------------
|Range of Exercise prices |  | Options Outstanding |  | Weighted Average Remaining Contractual life
|$0.39   $  0.39         |  | 884,193             |  | 8.47                                       
|$0.44 -   $  0.86        |  | 694,000             |  | 8.29                                       
|$1.25 -   $  1.38        |  | 10,560              |  | 6.25                                       
|$1.50   $  1.50         |  | 899,082             |  | 7.14                                       
|$1.56 -   $  1.63        |  | 37,500              |  | 7.00                                       
|$2.00 -   $  2.00        |  | 1,869,965           |  | 9.01                                       
|$2.24 -   $  7.81        |  | 840,000             |  | 5.73                                       
|$8.00 -   $29.00         |  | 620,648             |  | 4.42                                       
|$32.25 - $34.50          |  | 251,843             |  | 3.46                                       
|$36.00 - $36.00          |  | 22,500              |  | 3.39                                       
|                         |  |                     |  |                                            
|$0.39     $36.00         |  | 6,130,291           |  | 7.39                                       
|                         |  |                     |  |                                            



During fiscal 2003,
the Company recorded non-cash stock compensation expense totaling $139,000 relating to the modification of stock options for certain executives of the Companys former Latin American operations. The related charges are included in income (loss)
from discontinued operations in the accompanying consolidated statement of operations. During 2002, the Company recorded a non-cash charge of $73,000 in other operating expenses relating to stock options issued to non-employees in exchange for
services rendered.



401(k) Plan



The Company has a contributory retirement plan (the 401(k) Plan)
covering eligible employees who are at least 18 years old. The 401(k) Plan is designed to provide tax-deferred income to the Companys employees in accordance with the provisions of Section 401(k) of the Internal Revenue Code.



The 401(k) Plan provides that each participant may contribute up to 17% of
his or her respective salary, not to exceed the annual statutory limit. The Company, at its discretion, may elect to make matching contributions in the form of cash or the Companys common stock to each participants account as determined
by the Board of Directors. Under the terms of the 401(k) Plan, the Company may also make discretionary profit sharing contributions. Profit sharing contributions are allocated among participants based on their annual compensation. Each participant
has the right to direct the investment of his or her funds.



The Company accrued a matching contribution of approximately $1.7 million for the 401(k) Plan year ended December 31, 2000. During fiscal 2002, the Company made the decision not to make this discretionary contribution and reversed the
accrual of $1.7 million to income.



Employee Stock
Ownership Plan



The Company established the Employee Stock
Ownership Plan (the ESOP) in 1979 and makes related contributions at the discretion of the Board of Directors. No discretionary contributions were made during fiscal 2003, 2002 and 2001. The ESOP held approximately 4.5% and 5.0% of the
outstanding common stock of the Company for the benefit of all participants, as of June 30, 2003 and 2002, respectively. The ESOP is administered by the ESOPs Advisory Committee, consisting of certain officers of the Company.



In July 1999, the Companys Board of Directors approved an amendment to
freeze the ESOP, effective June 30, 1999 with respect to all employees other than members of collective bargaining agreements that include participation in the ESOP. All participants accounts were fully vested as of June 30, 1999.
The Company does not intend to make any contributions to the ESOP in the future.



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(17) Commitments And Contingencies



Medicare Fee Schedule



On April 1, 2002, the Medicare Ambulance Fee Schedule Final Rule became effective. The Final Rule categorizes seven levels of ground ambulance services,
ranging from basic life support to specialty care transport, and two categories of air ambulance services. The base rate conversion factor for services to Medicare patients was set at $170.54 (which is adjusted each year by the CPI  1%) plus
separate mileage charges based on specified relative value units for each level of ambulance service. Adjustments also were included to recognize differences in relative practice costs among geographic areas, and higher transportation costs that may
be incurred by ambulance providers in rural areas with low population density. The Final Rule requires ambulance providers to accept assignment on Medicare claims, which means a provider must accept Medicares allowed reimbursement rate as full
payment. Medicare typically reimburses 80% of that rate and the remaining 20% is collectible from a secondary insurance or the patient. In addition, the Final Rule calls for a five-year phase-in period to allow time for providers to adjust to the
new payment rates. The fee schedule will be phased in at 20-percent increments each year, with payments being made at 100 percent of the fee schedule in 2006 and thereafter.



The Company currently believes that the Medicare Ambulance Fee Schedule will have a neutral net impact on its medical
transportation revenue at incremental and full phase-in periods, primarily due to the geographic diversity of its operations. These rules could, however, result in contract renegotiations or other actions to offset any negative impact at the
regional level that could have a material adverse effect on its business, financial condition, cash flows, and results of operations. Changes in reimbursement policies, or other governmental actions, together with the financial challenges of some
private, third-party payers and budget pressures on other payer sources could influence the timing and, potentially, the receipt of payments and reimbursements. A reduction in coverage or reimbursement rates by third-party payers, or an increase in
the Companys cost structure relative to increases in the Consumer Price Index (CPI), or costs incurred to implement the mandates of the fee schedule could have a material adverse effect on its business, financial condition, cash flows, and
results of operations.



Surety Bonds



Certain counties, municipalities, and fire districts require the Company to
provide a surety bond or other assurance of financial or performance responsibility. The Company may also be required by law to post a surety bond as a prerequisite to obtaining and maintaining a license to operate. As a result, the Company has a
portfolio of surety bonds that is renewed annually. The Company has $10.1 million of surety bonds outstanding as of June 30, 2003.



Operating Leases



The Company leases various facilities and equipment under non-cancelable operating lease agreements. Rental expense charged to operations under these
leases (including leases with terms of less than one year) was approximately $11.5 million in fiscal 2003 and 2002 and $12.1 million in fiscal 2001.



Minimum rental commitments under non-cancelable operating leases for each of the years ending June 30 are as follows (in thousands):



|2004       |  | $ | 7,760 
|---------- |  | - | ------
|2005       |  |   | 6,638 
|2006       |  |   | 5,446 
|2007       |  |   | 3,835 
|2008       |  |   | 2,832 
|Thereafter |  |   | 8,833 
|           |  |   |       
|Total      |  | $ | 35,344
|           |  |   |       



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Indemnifications



The Company is a party to a variety of agreements entered into in the ordinary course of business pursuant to which it may
be obligated to indemnify the other parties for certain liabilities that arise out of or relate to the subject matter of the agreements. Some of the agreements entered into by the Company require it to indemnify the other party against losses due to
property damage including environmental contamination, personal injury, failure to comply with applicable laws, the Companys negligence or willful misconduct, or breach of representations and warranties and covenants.



Additionally, some of the Companys agreements with customers require
the Company to provide certain assurances related to the performance of its services. Such assurances, from time to time, obligate the Company to (i) pay penalties for failure to meet response times or other requirements, (ii) lease, sell or assign
equipment or facilities (either temporarily or permanently) in the event of material defaults or other certain circumstances, or (iii) provide surety bonds issued in favor of the customer to cover costs resulting, under certain circumstances, from
an uncured material default or letters of credit. With respect to such surety bonds, the Company is also required to indemnify the surety company for losses paid as a result of any claims made against such bonds.



The Company and its subsidiaries provide for indemnification of directors,
officers and other persons in accordance with limited liability agreements, certificates of incorporation, by-laws, articles of association or similar organizational documents, as the case may be. The Company maintains directors and
officers insurance which should enable it to recover a portion of any future amounts paid.



In addition to the above, from time to time the Company provides standard representations and warranties to counterparties in contracts in connection with
sales of its securities and the engagement of financial advisors and also provides indemnities that protect the counterparties to these contracts in the event they suffer damages as a result of a breach of such representations and warranties or in
certain other circumstances relating to the sale of securities or their engagement by the Company.



While the Companys future obligations under certain agreements may contain limitations on liability for indemnification, other agreements do not
contain such limitations and under such agreements it is not possible to predict the maximum potential amount of future payments due to the conditional nature of the Companys obligations and the unique facts and circumstances involved in each
particular agreement. Historically, payments made by the Company under any of these indemnities have not had a material effect on the Companys business, financial condition, and cash flows or results of operations. Additionally, the Company
does not believe that any amounts that it may be required to pay under these indemnities in the future will be material to the Companys business, financial condition, cash flows or results of operations.



Legal Proceedings



From time to time, the Company is subject to litigation and regulatory
investigations arising in the ordinary course of business. The Company believes that the resolution of currently pending claims or legal proceedings will not have a material adverse effect on its business, financial condition, results of operations
or cash flows. However, the Company is unable to predict with certainty the outcome of pending litigation and regulatory investigations. In some pending cases, insurance coverage may not be adequate to cover all liabilities in excess of its
deductible or self insured retention arising out of such claims. In addition, due to the nature of the Companys business, CMS and other regulatory agencies are expected to continue their practice of performing periodic reviews and initiating
investigations related to the Companys compliance with billing regulations. Unfavorable resolutions of pending or future litigation, regulatory reviews and/or investigations, either individually or in the aggregate, could have a material
adverse effect on the Companys business, financial condition, results of operations or cash flows.



Haskell v. Rural/Metro Corporation, et al. and Ruble v. Rural/Metro Corporation:The Company, Warren S. Rustand, the former Chairman of the Board
and Chief Executive Officer of the Company, James H. Bolin, the former Vice Chairman of the Board, and Robert E. Ramsey, Jr., its former Executive Vice President and former Director, were named as defendants in two purported class action lawsuits:
HASKELL V. RURAL/METRO CORPORATION, ET



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AL., Civil Action No. C-328448 filed on August 25, 1998 in Pima County, Arizona Superior Court and RUBLE V. RURAL/METRO CORPORATION, ET AL., CIV
98-413-TUC-JMR filed on September 2, 1998 in United States District Court for the District of Arizona. The two lawsuits, which contained virtually identical allegations, were brought on behalf of a class of persons who purchased the Companys
publicly traded securities including its common stock between April 24, 1997 and June 11, 1998. Haskell v. Rural/Metro sought unspecified damages under the Arizona Securities Act, the Arizona Consumer Fraud Act, and under Arizona common law fraud,
and also sought punitive damages, a constructive trust, and other injunctive relief. Ruble v. Rural/Metro sought unspecified damages under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended. The complaints in both actions
alleged that between April 24, 1997 and June 11, 1998 the defendants issued certain false and misleading statements regarding certain aspects of the Companys financial status and that these statements allegedly caused the Companys common
stock to be traded at artificially inflated prices. The complaints also alleged that Mr. Bolin and Mr. Ramsey sold stock during this period, allegedly taking advantage of inside information that the stock prices were artificially inflated.



On April 17, 2003, Rural/Metro and the individual defendants
agreed to settle the Ruble v. Rural/Metro and Haskell v. Rural/Metro cases with plaintiffs, subject to notice to the class and final court approval. Rural/Metros primary and excess carriers funded the settlement on June 5, 2003 by depositing
the funds in a designated escrow account and waived any claims for reimbursement of the funds subject to final court approval of the class action settlement. On August 20, 2003, the plaintiffs submitted an application for preliminary approval of the
class action settlement. On September 3, 2003, the court signed an order granting preliminary approval of the stipulated settlement and set forth a schedule for the events required for final settlement approval, including notice to the class,
requests for exclusion, written objections and responses. The hearing for consideration of the final settlement agreement is scheduled for December 9, 2003.



In the settlement agreement, the Company and the individual defendants expressly denied all charges of liability or wrongdoing and continued to assert
that at all relevant times they acted in good faith and in a manner they reasonably believed to be in the best interests of the Company and its stockholders.



Springborn, et al. v. Rural/Metro Corporation, et al.:The Company, Arthur Andersen LLP, Cor Clement and Jane Doe Clement, Randall L. Harmsen and
Jane Doe Harmsen, Warren S. Rustand and Jane Doe Rustand, James H. Bolin and Jane Doe Bolin, Jack E. Brucker and Jane Doe Brucker, Robert B. Hillier and Jane Doe Hillier, John S. Banas III and Jane Doe Banas, Louis G. Jekel and Karen Whitmer, Mary
Anne Carpenter and John Doe Carpenter, William C. Turner and Jane Doe Turner, Henry G. Walker and Jane Doe Walker, Louis A. Witzeman and Jane Doe Witzeman, John Furman and Jane Doe Furman, and Mark Liebner and Jane Doe Liebner were named as
defendants in a purported class action lawsuit: STEVEN A. SPRINGBORN V. RURAL/METRO CORPORATION, ET AL., Civil Action No. CV 2002-019020 filed on September 30, 2002 in Maricopa County, Arizona Superior Court. The lawsuit was brought on behalf of
employee firefighters in Maricopa County who participated in the Companys Employee Stock Ownership Plan (ESOP), Employee Stock Purchase Plan (ESPP) and/or Retirement Savings Value Plan (401(k) Plan) 401(k)
plan. Collectively, the Plans.. The action purports to cover a class period of July 1, 1996 through June 30, 2001. The plaintiffs amended the Complaint on October 17, 2002 adding Barry Landon and Jane Doe Landon as defendants and making
certain additional allegations and claims. The primary allegations of the complaint included violations of various state and federal securities laws, breach of contract, common law fraud, and mismanagement of the Plans. The plaintiffs sought
unspecified compensatory and punitive damages.



On October 30,
2002, defendant Arthur Andersen LLP removed the action to the United States District Court, District of Arizona, CIV-02-2183-PHX-JWS. The Company and the individual defendants consented to this removal. On February 21, 2003, the Company and its
current directors and officers moved to dismiss the amended complaint, and its former directors and officers subsequently joined in this motion.



On July 29, 2003, the court granted the motion to dismiss, which disposed of all claims against the Company and its current and former officers and
directors. On August 28, 2003, plaintiffs filed a notice of appeal from the courts July 29, 2003 order to the Ninth Circuit. The court has yet to consider and rule upon defendant Arthur Andersens motion to dismiss.



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Regulatory Compliance



The healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and
regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Recently,
government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion
from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. The Company believes that it is substantially in compliance with fraud and
abuse statutes as well as their applicable government review and interpretation as well as regulatory actions unknown or unasserted at this time.



The Company has been subject to investigations in the past relating to Medicare and Medicaid laws pertaining to its industry. The Company cooperated fully
with the government agencies that conducted these investigations. Those reviews cover periods prior to the Companys acquisition of certain operations as well as periods subsequent to acquisition. Management believes that the remedies existing
under specific purchase agreements along with reserves established in the consolidated financial statements are sufficient so that the ultimate outcome of these matters would not have a material adverse effect on its business, financial condition,
results of operations or cash flows.



The Company became aware
of, and has taken corrective action with respect to, various issues arising primarily from the transition to the Company from various acquired operations of Federal Communications Commission (FCC) licenses for public safety and private wireless
radio frequencies used in the ordinary course of its business. While the Company does not currently anticipate that action with respect to these issues by the FCCs enforcement bureau will result in material monetary fines or license
forfeitures, there can be no assurance that this will be the case.



Nasdaq Listing



On May 22, 2003, the Nasdaq
Stock Market (Nasdaq) notified the Company that it was not in compliance with a Nasdaq SmallCap Market maintenance standard. This standard requires that the Company file with Nasdaq copies of all reports and other documents filed or required to be
filed with the Securities and Exchange Commission on a timely basis.



The notification followed the Companys announcement on May 14, 2003 that it would delay filing its Form 10-Q for the third quarter ended March 31, 2003 due to the need to restate its consolidated financial statements for inadequate
provisions for discounts applicable to Medicare, Medicaid and other third-party payers and for doubtful accounts recorded in prior years. The Company announced that it would file the applicable Form 10-Q upon finalization of the related restatement
adjustments.



The Company subsequently submitted its request
for a Nasdaq Listing Qualifications Panel (the Panel) hearing to consider its continued listing. The hearing was held June 19, 2003, where the Company presented its basis for a temporary exception to the filing requirement in order to
complete its related analysis.



On July 17, 2003, Nasdaq
informed the Company that the Panel had made a determination. In its decision to grant an exception, the Panel determined that the Companys securities would continue to be listed on the Nasdaq SmallCap Market subject to satisfying a September
30, 2003 deadline for filing its Form 10-Q for the third quarter ended March 31, 2003 and its Form 10-K for the fiscal year ended June 30, 2003.



In addition to granting the filing exception through September 30, 2003, the Panel specifically required the Company to timely file all periodic reports
with the Securities and Exchange Commission and Nasdaq for all reporting periods ending on or before March 31, 2004. Should the Company miss a filing deadline in accordance with the exception, it will not be entitled to a new hearing on the matter
and its securities may be delisted from The Nasdaq SmallCap Market. In the event the Company fails to comply with any continued listing requirement during the exception period, it will be provided with written notice of the deficiency and an
opportunity to present a definitive plan to address the issue prior to the Panels decision as to whether continued listing is appropriate.



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The Panel reserved the right to terminate or modify the terms of this exception upon a review of the
Companys reported financial results for the quarter ended March 31, 2003 and the fiscal year ended June 30, 2003. There can be no assurance the Company will evidence compliance with the requirements as set forth by Nasdaq or that it will
return to continued listing on The Nasdaq SmallCap Market.



On
September 29, 2003, the Company issued a press release indicating that the filing of its Form 10-K for fiscal 2003 would be delayed. The Company also filed a Form 12b-25 request with the SEC for an extension to file its Form 10-K on or before
October 14, 2003. Due to such delayed filing, the Company formally requested, on September 30, 2003, that the Panel permit it to comply with their July 17, 2003 decision by filing both the Form 10-K for fiscal 2003 and the Form 10-Q for the period
ended March 31, 2003 on or before October 14, 2003. On October 7, 2003 the Panel informed the Company that its requested modification to their July 17, 2003 decision was granted.



(18) Financial Instruments



The estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies.
Considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates may not be indicative of the amounts that the Company could realize in a current market exchange. The use of different
market assumptions or valuation methodologies could have a material effect on the estimated fair value assumptions.



The carrying values of cash, accounts receivable, accounts payable, accrued liabilities and other liabilities approximates the related fair values due to
the short-term maturities of these instruments. The carrying value of notes payable and capital lease obligations approximate the related fair values as rates on these instruments approximate market rates currently available for instruments with
similar terms and remaining maturities. The fair value of the Senior Notes was determined by the market price as of June 30, 2003. The relationship between the fair value and carrying value of the Senior Notes was then applied to the amount
outstanding under the 2002 Amended Credit Facility to arrive at its estimated fair value. The fair value of the Companys Series B Redeemable Preferred Stock was determined by reference to the market price for the Companys common stock at
June 30, 2003. A comparison of the fair value and carrying value of the Senior Notes and 2002 Amended Credit Facility is as follows (in thousands):



|                                    |  | As of June 30,
|----------------------------------- |  | --------------
|                                    |  | 2003          
|                                    |  | Fair value    
|Credit Facility                     |  | $             
|Senior Notes                        |  | $             
|Series B Redeemable Preferred Stock |  | $             



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(19) Segment Reporting



For financial reporting purposes, the Company has classified its operations into two reporting segments that correspond with the manner in which such
operations are managed: the Medical Transportation and Related Services Segment and the Fire and Other Segment. Each reporting segment consists of cost centers (operating segments) representing the Companys various service areas that have been
aggregated on the basis of the type of services provided, customer type and methods of service delivery.



The Medical Transportation and Related Services Segment includes emergency ambulance services provided to individuals pursuant to contracts with counties,
fire districts, and municipalities, as well as non-emergency ambulance services provided to individuals requiring either advanced or basic levels of medical supervision during transport. The Fire and Other Segment includes a variety of fire
protection services including fire prevention, suppression, training, alarm monitoring, dispatch, fleet and billing services.



The accounting policies described in Note 1 to the consolidated financial statements have also been followed in the preparation of the accompanying
financial information for each reporting segment. For internal management purposes, the Companys measure of segment profitability is defined as income (loss) before interest, income taxes, depreciation and amortization. Additionally, segment
assets are defined as consisting solely of accounts receivable. The following tables summarize the information required to be presented by SFAS 131, Disclosures about Segments of an Enterprise and Related Information (in thousands):



|                                     |  | Medical Transportation and Related Services |         |   | Fire and Other |   | Total  | 
|------------------------------------ |  | ------------------------------------------- | ------- | - | -------------- | - | ------ | 
|Year ended June 30, 2003             |  |                                             |         |   |                |   |        | 
|Net revenues from external customers |  | $                                           | 442,076 |   |                | $ | 78,401 | 
|Segment profit (loss)                |  | $                                           | 48,723  |   |                | $ | 8,206  | 
|Segment assets                       |  | $                                           | 58,782  |   |                | $ | 1,646  | 
|                                     |  |                                             |        
|                                     |  | Medical Transportation And related Services |         |   | Fire and Other |   | Total  | 
|Year ended June 30, 2002             |  |                                             |         |   |                |   |        | 
|Net revenues from external customers |  | $                                           | 416,313 |   |                | $ | 72,667 | 
|Segment profit (loss)                |  | $                                           | 50,828  |   |                | $ | 6,633  | 
|Segment assets                       |  | $                                           | 62,867  |   |                | $ | 1,594  | 
|                                     |  |                                             |        
|                                     |  | Medical Transportation and Related Services |         |   | Fire and Other |   | Total  | 
|Year ended June 30, 2001             |  |                                             |         |   |                |   |        | 
|Net revenues from external customers |  | $                                           | 404,045 |   |                | $ | 75,369 | 
|Segment profit (loss)                |  | $                                           | (71,099 | ) |                |   | 9,224  | 
|Segment assets                       |  | $                                           | 69,013  |   |                |   | 1,124  | 



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A reconciliation of segment profit (loss) to income (loss) from continuing operations before income
taxes, minority interest and cumulative effect of change in accounting principle is as follows (in thousands):



|                                                                                                                                         |  | 2003 |         |   | 2002           |   |         | 2001 | 
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | -------------- | - | ------- | ---- | 
|                                                                                                                                         |  |      |         |   | (As Restated*) |  
|Segment profit (loss)                                                                                                                    |  | $    | 56,929  |   |                | $ | 57,461  |      | 
|Unallocated corporate overhead                                                                                                           |  |      | (17,487 | ) |                |   | (17,776 | )    | 
|Depreciation and amortization                                                                                                            |  |      | (13,289 | ) |                |   | (16,267 | )    | 
|Interest expense                                                                                                                         |  |      | (28,012 | ) |                |   | (25,462 | )    | 
|Interest income                                                                                                                          |  |      | 197     |   |                |   | 644     |      | 
|                                                                                                                                         |  |      |         |   |                |   |         |      | 
|Income (loss) from continuing operations before income taxes, minority interest, and cumulative effect of change in accounting
principle |  | $    | (1,662  | ) |                | $ | (1,400  | )    | 
|                                                                                                                                         |  |      |         |   |                |   |         |      | 



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A reconciliation of segment assets to total assets is as follows (in thousands):



|                            |  | 2003 |         | 2002           |   | 2001   
|--------------------------- |  | ---- | ------- | -------------- | - | -------
|                            |  |      |         | (As Restated*)
|Segment assets              |  | $    | 60,428  |                | $ | 64,461 
|Cash                        |  |      | 12,561  |                |   | 10,677 
|Inventories                 |  |      | 11,504  |                |   | 12,220 
|Prepaid expenses and other  |  |      | 8,498   |                |   | 7,231  
|Property and equipment, net |  |      | 43,010  |                |   | 48,532 
|Goodwill                    |  |      | 41,167  |                |   | 41,244 
|Other assets                |  |      | 12,048  |                |   | 8,115  
|Insurance deposits          |  |      | 6,950   |                |   | 8,228  
|                            |  |      |         |                |   |        
|                            |  | $    | 196,166 |                | $ | 200,708
|                            |  |      |         |                |   |        

---

|* |  | Refer to Note 2 Restatement of Consolidated Financial Statements.
|- |  | -----------------------------------------------------------------



(19) Related Party Transactions



The Company incurred legal fees of approximately $16,000, $138,000 and $130,000 in fiscal 2003, 2002 and 2001, respectively, with a law firm in which a
member of the Board of Directors is a partner.



The Company
incurred rental expense of approximately $69,000 in fiscal 2003, 2002 and 2001 related to leases of fire and ambulance facilities with a director of the Company.



The Company incurred consulting fees of approximately $89,000, $89,000 and $99,000 in fiscal 2003, 2002 and 2001,
respectively, with a director of the Company.



ITEM 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure



Not applicable.



ITEM 9A.Controls and Procedures



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the Exchange Act)
is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applies its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable
assurance regarding managements control objectives.



During the third quarter of fiscal 2003, we determined that our accounts receivable balance was materially overstated and that our net revenue and provision for doubtful accounts applicable to prior periods also required adjustment. The
fact that our internal controls did not identify the related financial statement errors prior to that time is considered to represent a material weakness as defined under standards established by the American Institute of Certified Public
Accountants. As a result of these matters, we determined that our consolidated financial statements for years prior to fiscal 2003 required restatement. See Note 2 to our Consolidated Financial Statements.



We have taken the steps necessary to strengthen our internal controls to
address this situation. We have completed extensive analyses and have instituted new procedures relating to the evaluation of the adequacy of our allowance for doubtful accounts, including the enhanced utilization of historical collection experience
within each of our service areas as well as the involvement of representatives of the accounting, finance and billing departments in the evaluation process. As of the date of this report, we believe the actions implemented have corrected the
material weakness in the internal controls discussed in the preceding paragraphs.



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We carried out an evaluation as of June 30, 2003, under the supervision and with the participation of
management, including the Chief Executive Officer along with the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that evaluation,
the Chief Executive Officer along with the Chief Financial Officer concluded that our disclosure controls and procedures are reasonably designed and operating effectively to ensure that the information required to be disclosed by us in the reports
filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the applicable time periods. Other than the internal control matters discussed in the preceding paragraphs, there have been no significant changes
in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out the evaluation.



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PART III



ITEM 10.Directors and Executive Officers of the Registrant



The information required by Item 10 is incorporated herein by reference to the information contained under the headings Proposal to Elect Directors
- Nominees as set forth in the Companys definitive proxy statement for its 2003 Annual Meeting of Stockholders.



ITEM 11.Executive Compensation



The information required by Item 11 relating to directors of the Company is incorporated herein by reference to the information under the heading Director Compensation and Other Information and the
information relating to executive officers of the Company is incorporated herein by reference to the information under the heading Executive Compensation as set forth in the Companys definitive proxy statement for its 2003 Annual
Meeting of Stockholders.



ITEM 12.Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters



The information required by Item 12 is incorporated herein by reference to the information under the heading Security
Ownership of Principal Stockholders, Directors and Officers as set forth in the Companys definitive proxy statement for its 2003 Annual Meeting of Stockholders.



ITEM 13.Certain Relationships and Related Transactions



The information required by Item 13 is incorporated herein by reference to the information under the heading Certain Relationships and Related
Transactions as set forth in the Companys definitive proxy statement for its 2003 Annual Meeting of Stockholders.



ITEM 14. Principal Accountant Fees and Services  Not applicable.



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PART IV



ITEM 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K



| | (a) |  | Financial Statements and Schedules
| | --- |  | ----------------------------------



|      |  |                               |  |                                                                                                                                                                                                  |  | Page
|----- |  | ----------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|(i)   |  | Financial Statements          |  |                                                                                                                                                                                                 
|      |  |                               | 
|      |  | (1)                           |  | Report of Independent Auditors                                                                                                                                                                   |  | 59  
|      |  |                               |  | Report of Independent Auditors                                                                                                                                                                   |  | 60  
|      |  | (2)                           |  | Consolidated Financial Statements                                                                                                                                                                |  |     
|      |  |                               |  | Consolidated Balance Sheet at June 30, 2003 and 2002                                                                                                                                             |  | 61  
|      |  |                               |  | Consolidated Statement of Operations for the Years Ended June 30, 2003, 2002, and 2001                                                                                                           |  | 62  
|      |  |                               |  | Consolidated Statement of Changes in Stockholders Equity (Deficit) for the Years Ended June 30, 2003, 2002, and 2001                                                                            |  | 63  
|      |  |                               |  | Consolidated Statement of Cash Flows for the Years Ended June 30, 2003, 2002, and 2001                                                                                                           |  | 64  
|      |  |                               |  | Notes to Consolidated Financial Statements                                                                                                                                                       |  | 65  
|      |  |                              
|(ii)  |  | Financial Statement Schedules |  |                                                                                                                                                                                                 
|      |  |                               |  | All schedules have been omitted on the basis that the required information is included in the Notes to Consolidated Financial Statements or because such schedules are not
otherwise applicable. |  |     
|      |  |                              
|(iii) |  | Exhibits                      |  |                                                                                                                                                                                                 
|      |  |                               | 
|      |  |                               |  | See index to exhibits below.                                                                                                                                                                     |  |     



| | (b) |  | Reports on Form 8-K:
| | --- |  | --------------------



We filed the following reports on Form 8-K during the quarter ended June 30, 2003:



Report on Form 8-K filed with the Commission on May 15, 2003 relating to a press release issued by the Company states that
it needed to increase its allowance for discounts and doubtful accounts, and that there would be a delay in filing its quarterly report on Form 10-Q for the quarter ended March 31, 2003.



Report on Form 8-K filed with the Commission on May 21, 2003 relating to a press release issued by the Company states that
it postponed its fiscal 2003 third-quarter announcement scheduled for May 21, 2003, and that it determined the charge related to its allowance for Medicare, Medicaid and contractual discounts and doubtful accounts in the range of $35 to $45 million
would require a restatement of its financial statements of prior years.



Report on Form 8-K filed with the Commission on May 23, 2003 relating to a notice received from the Nasdaq Listing Qualifications Department states that it had not filed its Form 10-Q for the quarter ended March 31,
2003 as required by the Nasdaq SmallCap Market Rule 4310(c)(14) and that the Company intended to request a hearing to appeal the Nasdaq staff determination to delist the Companys common stock from the Nasdaq SmallCap Market.



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(c) Exhibits



|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            | 
|2           |  | Plan and Agreement of Merger and Reorganization, dated as of April 26, 1993 (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|3.1(a)      |  | Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on January 18, 1995; as amended by the Certificate of Designation,
Preferences and Rights of Series A Junior Participating Preferred Stock filed with the Secretary of State of Delaware on August 23, 1995; as amended by the Certificate of Designation, Preferences, and Rights of Series B Preferred Stock filed with
the Secretary of State of Delaware on September 26, 2002; as amended by the Certificate of Designation, Preferences, and Rights of Series C Preferred Stock filed with the Secretary of State of Delaware on September 26, 2003 (28)
|            | 
|3.1(b)      |  | Rights Agreement dated as of October 30, 2002 between the Registrant and American Securities Transfer, Inc., the Rights Agent (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|3.1(c)      |  | Amendment No. 1 to the Rights Agreement dated as of August 23, 1995 between the Registrant and American Securities Transfer, Inc., the Rights Agent (27)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|            | 
|3.1(d)      |  | Amendment No. 2 dated as of September 26, 2003 to the Rights Agreement dated as of August 23, 1995 between the Company and Computershare Trust Company, Inc. (successor to American
Securities Transfer, Inc.), the Rights Agent (28)                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|3.2         |  | Amended and Restated Bylaws of the Registrant (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|4.1         |  | Specimen Certificate representing shares of Common Stock, par value $.01 per share (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|            | 
|4.2         |  | Indenture dated as of March 16, 1998, by and among the Company, the subsidiaries acting as Guarantors thereto, and the First National Bank of Chicago, as Trustee
(9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|            | 
|4.3         |  | Form of Global Note (included in Exhibit 4.2) (9)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|            | 
|4.4         |  | Registration Rights Agreement dated March 11, 1998, by and among Bear Stearns & Co. Inc., Salomon Brothers Inc, SBC Warburg Dillon Reed Inc., First Union Capital Markets, the
Company, and certain subsidiaries of the Company, as Guarantors (9)                                                                                                                                                                                                                                                                                                                                                                                                                  
|            | 
|4.5         |  | Registration Rights Agreement dated as of September 30, 2002 by and among the Company, Special Value Bond Fund II, LLC, GE Capital CFE, Inc., Continental Casualty Company,
Cerberus Partners, L.P., Pamco Cayman Ltd., and Pam Capital Funding LP (26)                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|4.5(a)      |  | Amendment to the Registration Rights Agreement dated as of September 26, 2003 by and among the Company, Tennenbaum & Co., LLC, General Electric Capital Corporation, Highland
Crusader Offshore Partners, L.P., Cerberus Partners, L.P., and Pam Capital Funding LP (28)                                                                                                                                                                                                                                                                                                                                                                                            



112



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|         | 
|-------- | 
|10.3(a)  | 
|         | 
|10.3(b)  | 
|         | 
|10.3(c)  | 
|         | 
|10.4     | 
|         | 
|10.5     | 
|         | 
|10.6     | 
|         | 
|10.7     | 
|         | 
|10.15    | 
|         | 
|10.16(l) | 
|         | 
|10.16(n) | 
|         | 
|10.16(o) | 
|         | 
|10.17    | 
|         | 
|10.18(a) | 
|         | 
|10.21    | 
|         | 
|10.22    | 
|         | 
|10.36    | 
|         | 
|10.37(a) | 



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|         | 
|-------- | 
|10.37(b) | 
|         | 
|10.45    | 
|         | 
|10.55    | 
|         | 
|10.56    | 
|         | 
|10.57    | 
|         | 
|10.59    | 
|         | 
|10.60    | 
|         | 
|10.61    | 
|         | 
|10.62    | 
|         | 
|10.63    | 
|         | 
|10.64    | 
|         | 
|10.65    | 
|         | 
|10.66    | 
|         | 
|10.67    | 
|         | 
|21       | 



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##### Table of Contents

|     | 
|---- | 
|23.1 | 
|     | 
|23.2 | 
|     | 
|31.1 | 
|     | 
|31.2 | 
|     | 
|32.1 | 
|     | 
|32.2 | 

---

|* |  | Filed herewith.
|- |  | ---------------

|** |  | Management contracts or compensatory plan or arrangement.
|-- |  | ---------------------------------------------------------

|(27) |  | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on February 14, 2003.
|---- |  | -------------------------------------------------------------------------------------------------------

|(28) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on October 2, 2003.
|---- |  | -------------------------------------------------------------------------------------------------------------------

|(1) |  | Incorporated by reference to the Registration Statement on Form S-1 of the Registrant (Registration No. 33-63448) filed May 27, 1993 and declared effective July 15, 1993.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference to the Registration Statement on Form S-1 of the Registrant (Registration No. 33-76458) filed March 15, 1994 and declared effective May 5, 1994.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by reference to the Registrants Form 10-Q Quarterly Report filed with the Commission on or about May 12, 1995.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on or about April 7, 1995, as amended by the Registrants Form 8-K/A
Current Reports filed on or about May 15, 1995 and August 1, 1995.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on or about May 19, 1995.
|--- |  | -------------------------------------------------------------------------------------------------------------------------

|(6) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on or about August 28, 1995.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated by reference to the Registrants Form 10-Q Quarterly Report filed with the Commission on or about February 17, 1998.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on or about April 1, 1998, as amended by the Registrants Form 8-K/A
Current Report filed on or about June 5, 1998.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Incorporated by reference to the Registration Statement on Form S-4 of the Registrant (Registration No. 333-51455) filed April 30, 1998 and declared effective on May 14, 1998.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) |  | Incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-4 of the Registrant (Registration No. 333-51455) filed May 11,1998 and declared effective on May
14, 1998.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Incorporated by reference to the Registrants Form 10-K filed with the Commission on or about September 29, 1998.
|---- |  | -----------------------------------------------------------------------------------------------------------------

|(12) |  | Incorporated by reference to the Registrants Form 10-Q Quarterly Report filed with the Commission on or about November 10, 1998.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------



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|(13) |  | Incorporated by reference to the Registrants Form 10-K Annual Report for the year ended June 30, 1996 filed with the Commission on or about September 30, 1996 (originally
filed in that Report as Exhibit 10.16(a)).
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on April 18, 2000.
|---- |  | ------------------------------------------------------------------------------------------------------------------

|(15) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on July 28, 2000.
|---- |  | -----------------------------------------------------------------------------------------------------------------

|(16) |  | Incorporated by reference to the Registrants Form S-8 Registration Statement filed with the Commission on October 31, 2000.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------

|(17) |  | Incorporated by reference to the Registrants Form 10-Q Current Report filed with the Commission on November 14, 2000.
|---- |  | ----------------------------------------------------------------------------------------------------------------------

|(18) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on February 2, 2001.
|---- |  | --------------------------------------------------------------------------------------------------------------------

|(19) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on May 2, 2001.
|---- |  | ---------------------------------------------------------------------------------------------------------------

|(20) |  | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on May 15, 2001.
|---- |  | --------------------------------------------------------------------------------------------------

|(21) |  | Incorporated by reference to the Registrants Form S-8 Registration Statement filed with the Commission on May 22, 2001.
|---- |  | ------------------------------------------------------------------------------------------------------------------------

|(22) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on August 9, 2001.
|---- |  | ------------------------------------------------------------------------------------------------------------------

|(23) |  | Incorporated by reference to the Registrants Form 10-Q filed with the Commission on November 14, 2001.
|---- |  | -------------------------------------------------------------------------------------------------------

|(24) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on January 22, 2002.
|---- |  | --------------------------------------------------------------------------------------------------------------------

|(25) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on October 15, 2002.
|---- |  | --------------------------------------------------------------------------------------------------------------------

|(26) |  | Incorporated by reference to the Registrants Form 8-K Current Report filed with the Commission on October 16, 2002.
|---- |  | --------------------------------------------------------------------------------------------------------------------



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SIGNATURES



Pursuant to the
requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                 |  | RURAL/METRO CORPORATION
|---------------- |  | -----------------------
|                 |  |                        
|                 |  | By:                    
|                 |  |                        
|                 |  |                        
|October 14, 2003 |  |                        



Pursuant to the
requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|Signature                                    |  | Title                                                                                                            |  | Date            
|-------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | ----------------
|/s/ COR J. CLEMENT                           |  | Chairman of the Board of Directors                                                                               |  | October 14, 2003
|Cor J. Clement                               |  |                                                                                                                  |  |                 
|                                             |  |                                                                                                                 
|/s/ LOUIS G. JEKEL                           |  | Vice Chairman of the Board of Directors                                                                          |  | October 14, 2003
|Louis G. Jekel                               |  |                                                                                                                  |  |                 
|                                             |  |                                                                                                                 
|/s/ JACK E. BRUCKER                          |  | President, Chief Executive Officer and Director (Principal Executive Officer)                                    |  | October 14, 2003
|Jack E. Brucker                              |  |                                                                                                                  | 
|                                             |  |                                                                                                                 
|/s/ MICHAEL S. ZARRIELLOMichael S. Zarriello |  | Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |  | October 14, 2003
|                                             |  |                                                                                                                 
|/s/ MARY ANNE CARPENTER                      |  | Director                                                                                                         |  | October 14, 2003
|Mary Anne Carpenter                          |  |                                                                                                                  |  |                 
|                                             |  |                                                                                                                 
|/s/ WILLIAM C. TURNER                        |  | Director                                                                                                         |  | October 14, 2003
|William C. Turner                            |  |                                                                                                                  |  |                 
|                                             |  |                                                                                                                 
|/s/ HENRY G. WALKER                          |  | Director                                                                                                         |  | October 14, 2003
|Henry G. Walker                              |  |                                                                                                                  |  |                 
|                                             |  |                                                                                                                 
|/s/ LOUIS A. WITZEMAN                        |  | Director                                                                                                         |  | October 14, 2003
|Louis A. Witzeman                            |  |                                                                                                                  |  |                 



117