Emergency Medical Services Announces First Quarter Earnings Per Share of $0.17

Highlights:

-- Net revenue was $469.1 million for the first quarter ended March 31, 2006, an increase of 9.2% compared to the same period last year;

-- EBITDA was $38.9 million for the first quarter, an increase of 10.1% compared to the same period last year (excluding Laidlaw acquisition-related compensation charges in January 2005); and

-- Diluted earnings per share were $0.17 for the first quarter ($0.18 per diluted share excluding stock option expense).

Emergency Medical Services Corporation (NYSE:EMS) ("EMSC" or the"Company") today announced results for the first quarter ended March31, 2006.

"We are pleased with the Company's overall performance during thefirst quarter of 2006. We continue to demonstrate year over yearcontract growth while at the same time entering new markets. We areexceptionally pleased with EmCare's performance and growth.Notwithstanding a challenging quarter at AMR, we remain confident inits performance and growth opportunities," said William A. Sanger,Chairman and Chief Executive Officer.

Results of Operations for the First Quarter 2006

For the first quarter ended March 31, 2006, EMSC generated netrevenue of $469.1 million, an increase of 9.2% compared to the sameperiod last year. For the first quarter ended March 31, 2006, EMSCgenerated EBITDA of $38.9 million, an increase of 10.1% compared tothe same period last year (excluding Laidlaw acquisition-relatedcompensation charges in January 2005). A reconciliation of EBITDA toincome (loss) from operations and net income is included in this pressrelease.

EMSC generated net income of $7.3 million, or $0.17 per dilutedshare, on 42.4 million average weighted shares outstanding ($0.18 perdiluted share excluding stock option expense), for the first quarterof 2006, compared to a net loss of $1.5 million for the same periodlast year. The variance is primarily due to improvement in operatingresults, and the net impact of certain costs related to theacquisition from Laidlaw International, Inc. ("Laidlaw"), effectiveJanuary 31, 2005.

EmCare Holdings Inc. ("EmCare") generated net revenue of $173.8million, an increase of 15.4% compared to the same period last year.EmCare generated EBITDA of $15.7 million, an increase of 83.6%compared to the same period last year (excluding Laidlawacquisition-related compensation charges in January 2005). Theincrease in EBITDA resulted primarily from revenue increases inexisting contracts, new contract wins, and terminating underperformingagreements.

American Medical Response, Inc. ("AMR") generated net revenue of$295.3 million, an increase of 5.9% compared to the same period lastyear. AMR generated EBITDA of $23.2 million, a decrease of 13.4%compared to the same period last year (excluding Laidlawacquisition-related compensation charges in January 2005). Resultswere affected by lower than expected transport volume due to a mildwinter flu season, increased fuel costs, and market-specific staffingshortages.

Operating cash flows for the quarter were $36.8 million, comparedto $42.0 million for the same three month period last year. Operatingcash flows were affected by changes in accounts receivable, timingdifferences in payroll and interest payments. Changes in net workingcapital contributed $8.6 million in the quarter. This included a $20.0million decrease in accounts receivable compared to an increase of$4.6 million for the same period in 2005, offset by a reduction inaccrued liabilities due to timing differences in our payroll-relateddisbursements of $17.1 million. Operating cash flows for the sameperiod last year did not include a semi-annual interest payment of$12.5 million on our senior secured notes.

Net cash used in investing activities was $19.3 million for thethree months ended March 31, 2006, compared to $840.3 million for thesame period in 2005. The $821.0 million decrease is attributableprincipally to our net cash outflows of $828.8 million to purchase AMRand EmCare from Laidlaw in February 2005. Net cash used in investingactivities during the first quarter ended March 31, 2006, relatesprimarily to capital expenditures for the purchase of new vehicles,medical equipment and technology-related assets, and the change ininvestments to fund insurance-related obligations.

For the three months ended March 31, 2006, net cash provided byfinancing activities was $3.3 million compared to net cash provided byfinancing activities of $818.8 million for the three months endedMarch 31, 2005. Net cash provided for the same period in 2005 relatesprimarily to financing obtained in our acquisition of AMR and EmCare.

Conference Call

EMSC management will host a conference call and live webcast onMay 9, 2006, at 11:00 a.m. EDT, to discuss the Company's financialresults. A 30-day online replay will be available approximately onehour following the conclusion of the live broadcast. A link to thelive broadcast and online replay is available on the InvestorRelations section of the Company's website at www.emsc.net.

About Emergency Medical Services Corporation

Under the recognized brands of EmCare and American MedicalResponse, Emergency Medical Services Corporation, headquartered inGreenwood Village, Colorado, is a leading provider of emergencymedical services in the United States, serving more than nine millionpatients each year. EmCare provides outsourced emergency departmentstaffing and management services to 338 hospitals nationwide. AmericanMedical Response is America's leading provider of ambulance serviceswith local operations in 35 states. For more information, visitwww.emsc.net.

Forward-Looking Statements

Certain statements and information herein may be deemed to be"forward-looking statements" within the meaning of the Federal PrivateSecurities Litigation Reform Act of 1995. Forward-looking statementsmay include, but are not limited to, statements relating to ourobjectives, plans and strategies, and all statements (other thanstatements of historical facts) that address activities, events ordevelopments that we intend, expect, project, believe or anticipatewill or may occur in the future. Any forward-looking statements hereinare made as of the date of this press release, and EMSC undertakes noduty to update or revise any such statements. Forward-lookingstatements are not guarantees of future performance and are subject torisks and uncertainties. Important factors that could cause actualresults, developments and business decisions to differ materially fromforward-looking statements are described in EMSC's filings with theSEC from time to time, including in the section entitled "RiskFactors" in the Company's most recent Annual Report on Form 10-K.Among the factors that could cause future results to differ materiallyfrom those provided in this press release are: the impact on ourrevenue of changes in transport volume, mix of insured and uninsuredpatients, and third party reimbursement rates and methods; theadequacy of our insurance coverage and insurance reserves; potentialpenalties or changes to our operations if we fail to comply withextensive and complex government regulation of our industry, both asit exists now and as it may change in the future; our ability torecruit and retain qualified physicians and other healthcareprofessionals, and enforce our non-compete agreements with ourphysicians; the loss of one or more members of our senior managementteam; the outcome of government investigations of certain of ourbusiness practices; our ability to generate cash flow to service ourdebt obligations and fund the cost of capital expenditures to maintainand upgrade our vehicle fleet and medical equipment; and the loss ofexisting contracts and the accuracy of our assessment of costs undernew contracts.

Comparability of Historical Financial Data

The comparability of our financial information has been affectedby a number of significant events and transactions. In February 2005,AMR and EmCare were acquired by Emergency Medical Services L.P. ("EMSLP"). For the month ended January 31, 2005, prior to the acquisition,the AMR and EmCare businesses formerly owned by Laidlaw are referredto as the "Predecessor." In addition, EMSC completed an IPO and usednet proceeds from this offering to pay down a portion of a seniorsecured credit facility entered into as part of the acquisition.Generally the results of operations of our segments are comparablefrom period to period except for certain capital costs, such asinterest and amortization, and Laidlaw acquisition-relatedcompensation charges.

We have also included as supplemental information our unauditedpro forma statements of operations and cash flows for the twelve monthperiod ended December 31, 2005, by quarter. These pro forma statementspresent the combination of the Predecessor one month ended January 31,2005, with the financial information of EMSC subsequent to theacquisition ("Successor").

Non-GAAP Financial Measures Reconciliation

This press release includes presentations of EBITDA, which isdefined as operating income plus depreciation and amortizationexpense. EBITDA is commonly used by management and investors as ameasure of leverage capacity, debt service ability and liquidity.EBITDA is not considered a measure of financial performance under U.S.generally accepted accounting principles ("GAAP"), and the itemsexcluded from EBITDA are significant components in understanding andassessing our financial performance. EBITDA should not be consideredin isolation or as an alternative to such GAAP measures as net income,cash flows provided by or used in operating, investing or financingactivities or other financial statement data presented in ourconsolidated financial statements as an indicator of financialperformance or liquidity. Reconciliations of non-GAAP financialmeasures are provided in this press release. Since EBITDA is not ameasure determined in accordance with GAAP and is susceptible tovarying calculations, EBITDA, as presented, may not be comparable toother similarly titled measures of other companies.
EMERGENCY MEDICAL SERVICES CORPORATION
Unaudited Condensed Statements of Operations and Other Information
Including a Reconciliation of EBITDA to Net Income
(in thousands, except shares, per share data and other information)


Predecessor Pro forma
Consolidated Consolidated combined three
three months two months one month months
ended ended ended ended
March 31, March 31, January 31, March 31,
2006 2005 2005 2005(1)
----------- ----------- ---------- ----------
Net revenue $ 469,124 $ 286,389 $ 143,069 $ 429,458
----------- ----------- ---------- ----------
Compensation and
benefits 326,047 195,690 103,191 298,881
Operating
expenses 66,454 39,170 18,469 57,639
Insurance expense 22,907 16,907 7,768 24,675
Selling, general
and
administrative
expenses 14,839 8,679 4,283 12,962
Laidlaw
compensation
charges - - 14,440 14,440
----------- ----------- ---------- ----------
EBITDA $ 38,877 $ 25,943 $ (5,082) $ 20,861
=========== =========== ========== ==========

Reconciliation of
EBITDA to net
income (loss)
EBITDA $ 38,877 $ 25,943 $ (5,082) $ 20,861
Depreciation and
amortization
expense (15,844) (8,896) (3,894) (12,790)
----------- ----------- ---------- ----------
Income (loss)
from operations 23,033 17,047 (8,976) 8,071
Interest expense (11,292) (9,824) (1,169) (10,993)
Realized (loss)
gain on
investments (219) (39) 13 (26)
Interest and
other income
(expense) 352 13 (4) 9
Income tax
(expense)
benefit (4,628) (2,662) 4,060 1,398
Equity in
earnings of
unconsolidated
subsidiary 15 - - -
----------- ----------- ---------- ----------
Net income (loss) $ 7,261 $ 4,535 $ (6,076) $ (1,541)
=========== =========== ========== ==========

Basic net income
per common share $ 0.17 $ 0.14 N/A N/A
Diluted net
income per
common share $ 0.17 $ 0.14 N/A N/A
Average common
shares
outstanding,
basic 41,497,230 33,020,229 N/A N/A
Average common
shares
outstanding,
diluted 42,397,898 33,166,789 N/A N/A

Other Information
EmCare patient
visits 1,547,326 974,822 464,500 1,439,322
AMR ambulance
transports 732,761 479,569 243,700 723,269
AMR weighted
transports 748,060 490,918 249,421 740,339


(1) Pro forma combined one-month Predecessor with two-month Successor.



EMERGENCY MEDICAL SERVICES CORPORATION
Unaudited Reconciliation of Segment EBITDA to Income from Operations
(in thousands)

Predecessor Pro forma
Consolidated Consolidated combined three
three months two months one month months
ended ended ended ended
March 31, March 31, January 31, March 31,
2006 2005 2005(1) 2005(2)
----------- ----------- ---------- --------
AMR
EBITDA $ 23,159 $ 19,806 $ 1,074 $ 20,880
Depreciation and
amortization
expense (12,610) (7,404) (3,418) (10,822)
----------- ----------- ---------- --------
Income (loss) from
operations 10,549 12,402 (2,344) 10,058
----------- ----------- ---------- --------

EmCare
EBITDA 15,718 6,137 (6,156) (19)
Depreciation and
amortization
expense (3,234) (1,492) (476) (1,968)
----------- ----------- ---------- --------
Income (loss) from
operations 12,484 4,645 (6,632) (1,987)
----------- ----------- ---------- --------

Total
EBITDA 38,877 25,943 (5,082) 20,861
Depreciation and
amortization
expense (15,844) (8,896) (3,894) (12,790)
----------- ----------- ---------- --------
Income (loss) from
operations $ 23,033 $ 17,047 $ (8,976) $ 8,071
=========== =========== ========== ========


(1) Loss from operations includes Laidlaw compensation charges of $5.8
million at AMR and $8.6 million at EmCare in connection with the
acquisition from Laidlaw.

(2) Pro forma combined one-month Predecessor with two-month Successor.



EMERGENCY MEDICAL SERVICES CORPORATION
Condensed Balance Sheets
(in thousands)


Unaudited
Consolidated Consolidated
March 31, December 31,
2006 2005
----------- -----------
Assets
Current assets:
Cash and cash equivalents $ 38,841 $ 18,048
Trade and other accounts receivable, net 391,206 411,184
Other current assets 102,724 86,064
----------- -----------
Total current assets 532,771 515,296
----------- -----------
Non-current assets:
Property, plant and equipment, net 139,781 138,037
Goodwill and other intangible assets, net 326,171 329,351
Other long-term assets 279,428 284,344
----------- -----------
Total assets $ 1,278,151 $ 1,267,028
=========== ===========
Liabilities and Equity
Current liabilities $ 280,475 $ 277,435
Long-term debt 494,880 495,520
Other long-term liabilities 150,821 149,089
----------- -----------
Total liabilities 926,176 922,044
Total equity 351,975 344,984
----------- -----------
Total liabilities and equity $ 1,278,151 $ 1,267,028
=========== ===========



EMERGENCY MEDICAL SERVICES CORPORATION
Unaudited Condensed Statements of Cash Flows
(in thousands)


Predecessor Pro forma
Consolidated Consolidated combined three
three months two months one month months
ended ended ended ended
March 31, March 31, January 31, March 31,
2006 2005 2005 2005(1)
----------- ----------- ---------- ---------
Cash Flows from
Operating Activities
Net income (loss) $ 7,261 $ 4,535 $ (6,076) $ (1,541)

Adjustments to
reconcile net income
(loss) to net cash
provided by (used
in) operating
activities:
Depreciation,
amortization,
deferred taxes and
other 20,869 9,685 (209) 9,476
Non-cash Laidlaw
allocated
compensation
expense - - 14,440 14,440
Changes in operating
assets/liabilities:
Trade and other
accounts
receivable 19,978 16,177 (20,771) (4,594)
Insurance accruals 7,459 4,459 1,772 6,231
Other assets and
liabilities (18,791) 11,869 6,164 18,033
----------- ----------- ---------- ---------
Net cash
provided by
(used in)
operating
activities 36,776 46,725 (4,680) 42,045
----------- ----------- ---------- ---------

Cash Flows from
Investing Activities
EMS LP purchase of
AMR and EmCare - (828,775) - (828,775)
Purchase of property,
plant and equipment,
net (12,900) (10,238) (3,890) (14,128)
Insurance collateral (5,632) (6,771) 12,534 5,763
Other investing
activities (757) (1,351) (1,828) (3,179)
----------- ----------- ---------- ---------
Net cash (used
in) provided
by investing
activities (19,289) (847,135) 6,816 (840,319)
----------- ----------- ---------- ---------

Cash Flows from
Financing Activities
EMS LP purchase of
AMR and EmCare - 820,687 - 820,687
Other financing
activities 3,306 (10,565) 8,632 (1,933)
----------- ----------- ---------- ---------
Net cash
provided by
financing
activities 3,306 810,122 8,632 818,754
----------- ----------- ---------- ---------

Change in cash and
cash equivalents 20,793 9,712 10,768 20,480
Cash and cash
equivalents,
beginning of period 18,048 14,631 3,863 3,863
----------- ----------- ---------- ---------
Cash and cash
equivalents, end of
period $ 38,841 $ 24,343 $ 14,631 $ 24,343
=========== =========== ========== =========


(1) Pro forma combined one-month Predecessor with two-month Successor.



EMERGENCY MEDICAL SERVICES CORPORATION
Supplemental Information
Unaudited Pro Forma Quarterly Statements of Operations and
Other Information
(in thousands, except other information)


Consolidated
------------------------------
Pro forma Pro forma
three three three twelve
months three months months months
ended months ended ended ended
March ended September December December
31, June 30, 30, 31, 31,
2005(1) 2005 2005 2005 2005(2)
-------- -------- -------- -------- ----------

Net revenue $429,458 $445,019 $456,245 $467,832 $1,798,554
-------- -------- -------- -------- ----------
Compensation and
benefits 298,881 307,613 319,292 323,460 1,249,246
Operating
expenses 57,639 63,374 66,156 64,387 251,556
Insurance expense 24,675 22,427 21,048 22,418 90,568
Selling, general
and
administrative
expenses 12,962 13,915 15,654 16,014 58,545
Laidlaw
compensation
charges 14,440 - - - 14,440
Depreciation and
amortization
expense 12,790 15,072 14,843 15,332 58,037
Restructuring
charges - - - 1,781 1,781
-------- -------- -------- -------- ----------
Income from
operations 8,071 22,618 19,252 24,440 74,381
Interest expense (10,993) (11,759) (12,824) (13,406) (48,982)
Realized (loss)
gain on
investments (26) 33 (34) (124) (151)
Interest and
other income 9 85 91 851 1,036
Loss on early
debt
extinguishment - - - (2,040) (2,040)
-------- -------- -------- -------- ----------
Income (loss)
before income
taxes and
equity in
earnings of
unconsolidated
subsidiary (2,939) 10,977 6,485 9,721 24,244
Income tax
(expense)
benefit 1,398 (4,516) (3,479) (3,715) (10,312)
-------- -------- -------- -------- ----------
Income (loss)
before equity
in earnings of
unconsolidated
subsidiary (1,541) 6,461 3,006 6,006 13,932
Equity in
earnings of
unconsolidated
subsidiary - - - 59 59
-------- -------- -------- -------- ----------
Net income
(loss) $ (1,541) $ 6,461 $ 3,006 $ 6,065 $ 13,991
======== ======== ======== ======== ==========

Other
Information
EmCare patient
visits 1,439,322 1,541,868 1,543,156 1,520,109 6,044,455
AMR ambulance
transports 723,269 722,752 720,727 721,638 2,888,385
AMR weighted
transports 740,339 739,519 735,441 735,463 2,950,763


(1) Pro forma combined one-month Predecessor with two-month Successor.

(2) Pro forma combined one-month Predecessor with eleven-month
Successor.



EMERGENCY MEDICAL SERVICES CORPORATION
Supplemental Information
Unaudited Pro Forma Quarterly Statements of Cash Flows
(in thousands)


Consolidated
-------------------------------
Pro forma
Pro forma three three twelve
three three months months months
months months ended ended ended
ended ended September December December
March 31, June 30, 30, 31, 31,
2005(1) 2005 2005 2005 2005(2)
--------- -------- --------- --------- ---------
Cash Flows from
Operating
Activities
Net income
(loss) $ (1,541) $ 6,461 $ 3,006 $ 6,065 $ 13,991
Adjustments to
reconcile net
income (loss)
to net cash
provided by
operating
activities:
Depreciation
and
amortization 13,332 15,491 15,517 15,763 60,103
Gain on
disposal of
property,
plant and
equipment (299) (126) (80) (73) (578)
Stock
compensation
expense 300 - 1,095 1,385 2,780
Debt
extinguishment
costs - - - 2,040 2,040
Equity in
earnings of
unconsolidated
subsidiary - - - (59) (59)
Non-cash
Laidlaw
compensation
charges 14,440 - - - 14,440
Loss on
restricted
investments - - - 164 164
Deferred income
taxes (3,857) (659) 2,918 11,808 10,210
Changes in
operating
assets/
liabilities:
Trade and
other
accounts
receivable (4,594) 7,099 (18,475) (41,418) (57,388)
Other current
assets (8,633) 2,463 2,376 4,550 756
Accounts
payable and
accrued
liabilities 26,666 9,589 (5,269) 5,347 36,333
Insurance
accruals 6,231 3,767 8,777 3,716 22,491
--------- -------- --------- --------- ---------
Net cash
provided by
operating
activities 42,045 44,085 9,865 9,288 105,283
--------- -------- --------- --------- ---------
Cash Flows from
Investing
Activities
EMS LP purchase
of AMR and
EmCare (828,775) - - - (828,775)
Purchase of
property, plant
and equipment (14,430) (9,516) (14,915) (13,986) (52,847)
Proceeds from
sale of
property, plant
and equipment 302 178 109 143 732
Insurance
collateral 5,763 (15,663) (23,580) 6,073 (27,407)
Other investing
activities (3,179) 4,480 (3,593) 7,776 5,484
--------- -------- --------- --------- ---------
Net cash
(used in)
provided by
investing
activities (840,319) (20,521) (41,979) 6 (902,813)
--------- -------- --------- --------- ---------
Cash Flows from
Financing
Activities
Borrowings under
senior secured
credit facility 350,000 - - - 350,000
Proceeds from
issuance of
senior
subordinated
notes 250,000 - - - 250,000
Borrowings under
revolving
credit facility 20,200 - 5,000 - 25,200
EMS LP issuance
of partnership
equity 220,605 250 1,800 - 222,655
Debt issue costs (18,391) - (5) 66 (18,330)
EMS LP
partnership
equity issuance
costs (1,727) 1 - (193) (1,919)
EMSC issuance of
class A common
stock - - - 113,400 113,400
EMSC equity
issuance costs - - - (9,329) (9,329)
Repayments of
capital lease
obligations and
other debt (8,466) (17,160) (2,317) (106,423) (134,366)
(Decrease)
increase in
bank overdrafts (787) 638 3,088 2,754 5,693
Advances from
Laidlaw 8,656 - - - 8,656
(Decrease)
Increase in
other non-
current
liabilities (1,336) (271) 3,296 (1,634) 55
--------- -------- --------- --------- ---------
Net cash
provided by
(used in)
financing
activities 818,754 (16,542) 10,862 (1,359) 811,715
--------- -------- --------- --------- ---------
Change in cash
and cash
equivalents 20,480 7,022 (21,252) 7,935 14,185
Cash and cash
equivalents,
beginning of
period 3,863 24,343 31,365 10,113 3,863
--------- -------- --------- --------- ---------
Cash and cash
equivalents,
end of period $ 24,343 $ 31,365 $ 10,113 $ 18,048 $ 18,048
========= ======== ========= ========= =========


Certain prior period items have been reclassified to conform to
current period presentation, including periodic reclassifications of
insurance collateral between net operating and investing cash flows
for the periods prior to and including September 30, 2005.

(1) Pro forma combined one-month Predecessor with two-month Successor.

(2) Pro forma combined one-month Predecessor with eleven-month
Successor.