10-K 1 t78398_10k.htm FORM 10-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10-K
 
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended                               December 31, 2013
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______________ to ______________
 
Commission file number   0-16079
 
AIR METHODS CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware 84-0915893
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
 
7301 South Peoria, Englewood, Colorado 80112
(Address of principal executive offices and zip code)
 
303-792-7400
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
COMMON STOCK, $.06 PAR VALUE PER SHARE (the Common Stock)
(Title of Class)
 
The NASDAQ Stock Market
(Name of exchange on which registered)
 
Securities registered pursuant to Section 12(g) of the Act:
 
Not Applicable
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x  No  o
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o  No  x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
 
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 registrants 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. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated Filer x Accelerated Filer o
Non-accelerated Filer o  (Do not check if a smaller reporting company) Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No  x
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $1,191,313,000
 
The number of outstanding shares of Common Stock as of February 21, 2014, was 39,107,097.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Certain information required for Part III of this Annual Report on Form 10-K is incorporated by reference to the registrant’s definitive proxy statement for the 2014 annual meeting of stockholders.
 


 
 

 

 
TABLE OF CONTENTS
 
To Form 10-K
       
      Page
 
PART I
       
 
1
   
1
   
3
   
3
   
6
       
 
6
       
 
12
       
 
12
   
12
   
13
       
 
14
       
 
14
       
PART II
 
    15
       
 
17
       
    19
   
19
   
21
   
27
   
29
   
31
       
 
31
       
 
31
       
 
31
 
 
 
 
 
32
       
 
32
 
i
 

 

 
 
ii
 

 

 
PART I
 
 
 
Air Methods Corporation, a Delaware corporation, (Air Methods or the Company) was established in Colorado in 1982 and now serves as the largest provider of air medical emergency transport services and systems throughout the United States of America. As of December 31, 2013, our Air Medical Services (AMS) Division provided air medical transportation services in 42 states to the general population as an independent service (also called community-based services) and to hospitals or other institutions under exclusive operating agreements (also called hospital-based services). We transport persons requiring intensive medical care from either the scene of an accident or general care hospitals to highly skilled trauma centers or tertiary care centers. Our Tourism Division provides helicopter tours and charter flights, primarily focusing on Grand Canyon and Hawaiian Island tours. Our United Rotorcraft Division designs, manufactures, and installs aircraft medical interiors and other aerospace or medical transport products. Financial information for each of our operating segments is included in the notes to our consolidated financial statements included in Item 8 of this annual report.
 
On December 13, 2013, via a newly formed subsidiary Blue Hawaiian Holdings, LLC, we acquired 100% of the membership interests of Helicopter Consultants of Maui, LLC (doing business as Blue Hawaiian Helicopters) and certain of its affiliates (collectively, BHH). The former owners of BHH hold a 10% ownership interest in Blue Hawaiian Holdings, LLC, which we can redeem at any time for a price based on BHH’s current operating results. The purchase price was financed primarily through borrowings under our Amended and Restated Revolving Credit, Term Loan and Security Agreement with a commercial bank group. BHH provides helicopter tours on five of the Hawaiian Islands using a fleet of 24 helicopters consisting of Airbus AS350s and EC130s. BHH operations from December 13 through December 31, 2013, are included in our consolidated statements of comprehensive income and cash flows for the year ended December 31, 2013, as part of our Tourism operating segment.
 
Air Medical Services Division
 
Services provided by our AMS Division include medical care, aircraft operation and maintenance in accordance with Federal Aviation Regulations (FAR) Part 135 standards, 24-hour communications and dispatch, and medical billing and collections. Aircraft are typically based at fire stations, airports, or hospital locations. Patient transport revenue consists of flight fees billed directly to patients, their insurers, or governmental agencies. Due to weather conditions and other factors, the number of flights is generally higher during the summer months than during the remainder of the year, causing patient transport revenue to fluctuate accordingly. AMS contract revenue consists of approximately 80% fixed monthly fees and 20% hourly flight fees under exclusive operating agreements with hospitals or other institutions. These fees are earned regardless of when, or if, the customer is reimbursed for these services by its patients, their insurers, or governmental agencies. Both monthly and hourly fees are generally subject to annual increases based on changes in the consumer price index, hull and liability insurance premiums, or spare parts prices from aircraft manufacturers. Because the majority of AMS contract revenue is generated from fixed monthly fees, seasonal fluctuations in flight hours do not significantly impact monthly revenue in total. We operate some of our contracts under the service mark AIR LIFE®, which is generally associated within the industry with our standard of service.
 
The division operates 380 helicopters and 26 fixed wing aircraft under both Instrument Flight Rules (IFR) and Visual Flight Rules (VFR). Our aircraft are dispatched in response to requests for transport received by our communications centers from sending or receiving hospitals or local emergency personnel, such as firemen or police officers, at the scene of an accident. Communications and dispatch operations for substantially all of our community-based locations and some of our hospital-based locations are conducted from our national center in Omaha, Nebraska. Medical billing and collections are processed primarily from our offices in San Bernardino, California. We also have contracts to provide dispatch, medical billing, and transfer center services to outside third parties.
 
1
 

 

 
In 2013 we opened 21 new community-based locations, including five resulting from the conversion of hospital contracts, and closed eleven due to insufficient flight volume. One of our hospital customers expanded its service area, resulting in one new base of operation. Twenty-nine AMS contracts were due for renewal in 2013, fourteen of which were renewed for terms ranging from one to five years. Five other contracts were extended into 2014 to allow additional time for contract discussions, and one contract converted to independent operations upon expiration in 2013. Nine customers, representing 29 base locations, chose not to renew their contracts upon expiration in 2013.
 
Competition comes primarily from national operators, smaller regional carriers, and alternative air ambulance providers such as local governmental entities. Some of our competitors utilize aircraft with lower ownership and operating costs and do not require a similar level of experience for aviation and medical personnel, allowing them to operate within markets that generate lower flight volume than our typical base of operation. Operators generally compete for AMS contracts on the basis of price, safety record, accident prevention and training, and the medical capability of the aircraft. The ready availability of new and used aircraft has contributed to increased price competition on contract renewals. Price is a significant element of competition because of the continued pressure on many healthcare organizations to contain costs passed on to their consumers. We believe that our competitive strengths center on the quality of our patient care, training, maintenance and customer service; the medical configuration of the aircraft we deploy; and our investment in safety equipment and programs for our operations, as well as our ability to tailor the service delivery model to a hospital’s or community’s specific needs. Unlike many operators, we maintain in-house core competencies in hiring, training, and managing medical staff; billing and collection services; dispatch and communication functions; and aviation and field maintenance operations. We believe that choosing not to outsource these services allows us to better ensure the quality of patient care and enhances control over the associated costs.
 
Tourism Division
 
Our Tourism Division operates 48 helicopters under two Part 135 Air Carrier Certificates in providing aerial tours and charter flights, primarily focusing on Grand Canyon and Hawaiian Island tours. The division began with the purchase of Sundance Helicopters, Inc., (Sundance) in December 2012 and expanded operations with the purchase of BHH in December 2013. We market our tours through company websites and a wide variety of agencies, such as online booking companies, hotels, resorts, and cruise operators. Approximately 25-30% of Sundance bookings originate with one online booking company. The majority of tour fees are collected in advance of the flights. Due to daylight hours and traditional vacation schedules, passenger volume for Sundance tends to be lower during the first and fourth quarters of the year. BHH does not experience significant seasonal variation in passenger volume.
 
The division currently has flyover rights to conduct aerial tours over the Grand Canyon National Park and two major national parks in Hawaii, along with some smaller national parks. In addition, Sundance maintains a contract with the Hualapai Tribe to allow flights over and landings on tribal land adjoining the Grand Canyon National Park. We conduct operations under the trade name of “Sundance Helicopters” in the Las Vegas and Grand Canyon markets and under “Blue Hawaiian Helicopters” in the Hawaiian market. The trade names are associated with a high standard of service and wide variety of tour experiences.
 
We face competition from two larger aerial tourism operators in the Grand Canyon market and a number of smaller operators in both the Grand Canyon and Hawaiian Island markets. Aerial tourism providers compete primarily on the basis of price and customer satisfaction. We believe that favorable location of flight terminals in proximity to popular vacation locations and strong brand recognition also help to distinguish our tourism operations from our competition.
 
United Rotorcraft Division
 
Our United Rotorcraft (UR) Division designs, manufactures, and certifies modular medical interiors, multi-mission interiors, and other aerospace and medical transport products. These interiors and other products range from basic life support to intensive care suites to advanced search and rescue systems. With a full range of engineering, manufacturing and certification capabilities, the division has also designed and integrated aircraft communication, navigation, environmental control, structural, and electrical systems. Manufacturing capabilities include avionics, electrical, composites, machining, welding, sheet metal, and upholstery. The division also offers quality assurance
 
2
 

 

 
and certification services pursuant to its Parts Manufacturer Approvals (PMA’s) and ISO9001:2000 (Quality Systems) certification.
 
We maintain patents covering several products, including the Litter Lift System used in the U.S. Army’s HH-60M helicopter and Medical Evacuation Vehicle (MEV), and the Articulating Patient Loading System and Modular Equipment Frame developed as part of the modular interior concept. Raw materials and components used in the manufacture of interiors and other products are widely available from several different vendors.
 
In January 2013, we received an order for 114 HH-60M units for the U.S. Army with deliveries through 2017. In 2013 we completed 23 units under this contract and are scheduled to deliver 24 units in 2014. As of December 31, 2013, other projects in process included 35 interiors for an older generation of the U.S. Army’s Black Hawk helicopter and nine aircraft interiors for commercial customers. We also have received contracts for three aircraft interiors for commercial customers and two interiors for another model of Black Hawk helicopter for a foreign military customer. Deliveries under all contracts in process or received as of December 31, 2013, are expected to be completed by the fourth quarter of 2014, with the exception of HH-60M deliveries which will extend through 2017, and remaining revenue for all contracts is estimated at $47.6 million as of December 31, 2013.
 
Our competition in the aircraft interior design and manufacturing industry comes primarily from several companies based in the United States and three in Europe. Competition is based mainly on product availability, price, and product features, such as configuration and weight. With our established line of interiors for Bell and Airbus aircraft, we believe that we have demonstrated the ability to compete on the basis of each of these factors.
 
 
As of December 31, 2013, excluding BHH, we had 4,055 full time and 172 part time employees, comprised of 1,212 pilots; 813 aviation machinists, airframe and power plant (A&P) engineers, and other manufacturing and maintenance positions; 1,176 flight nurses and paramedics; 274 dispatch and transfer center personnel; and 752 business development, billing, and administrative personnel. Our pilots are IFR-rated where required by contract, and all have completed an extensive ground school and flight training program at the commencement of their employment with us, as well as local area orientation and annual training provided by us. All of our aircraft mechanics must possess FAA A&P licenses. All flight nurses and paramedics hold the appropriate state and county licenses, as well as Cardiopulmonary Resuscitation, Advanced Cardiac Life Support, and/or Pediatric Advanced Life Support certifications.
 
Our AMS pilots are represented by a collective bargaining unit and the most recent collective bargaining agreement (CBA) expired in December 2013. Negotiations on a new CBA commenced in the fall of 2013 and are ongoing.
 
 
The healthcare and aviation industries in general are subject to significant federal, state, and local regulation that affects our business activities. We are unable to predict what federal or state legislation or regulatory initiatives may be enacted in the future relating to our business or the health care or aviation industries in general, or what effect any such legislation or regulations may have on our business. Any failure or alleged failure to comply with applicable laws, or any adverse applications of or changes in the laws and regulations affecting our business, could have a material adverse effect on our operating results and financial condition.
 
Federal Aviation Administration and U.S. Department of Transportation
 
We are subject to the Federal Aviation Act of 1958, as amended. All of our flight and maintenance operations—including equipment, ground facilities, dispatch, communications, flight training personnel and other matters affecting air safety—are regulated and actively supervised by the U.S. Department of Transportation through the FAA. Medical interiors and other aerospace products developed by us are subject to FAA certification and certain other regulatory approvals. In addition, the National Transportation Safety Board (NTSB) is authorized to investigate aircraft accidents and to recommend improved safety standards.
 
3
 

 

 

In the first quarter of 2014, the FAA issued a final rule that requires helicopter operators to follow stricter flight rules and procedures, enhance pre-flight and in-flight communications, and install certain on-board safety equipment. The requirements will be phased in over a period of four years. We are either already in compliance or in the process of becoming compliant with the requirements contained in this rule and do not, therefore, expect a significant incremental impact on our operations.

 
The FAA requires us to obtain operating, airworthiness, and other certificates which are subject to suspension or revocation for cause. Air Methods and certain of its subsidiaries hold Part 135 Air Carrier Certificates. Air Methods and one of its subsidiaries also hold Part 145 Repair Station Certificates from the FAA. Pursuant to FAA regulations, we have established, and the FAA has approved or accepted, as applicable, our operations specifications and maintenance programs for our respective aircraft. The FAA, acting through its own powers or through the appropriate U.S. Attorney, has the power to bring proceedings for the imposition and collection of fines for violation of the Federal Aviation Regulations. In addition, a Part 135 certificate requires that the voting interests of the holder of the certificate cannot be more than 25% owned by foreign persons. As of December 31, 2013, we are not aware of any foreign person who holds more than 5% of our outstanding Common Stock.
 
Health Care Regulation
 
Under extensive healthcare regulations, we must meet requirements to participate in government programs, including Medicare and Medicaid. Such extensive regulations include, among others:
 
 
Medicare and Medicaid anti-kickback and anti-fraud and abuse amendments codified under Section 1128B(b) of the Social Security Act (Anti-kickback Statute) prohibit certain business practices and relationships that might affect the provision and cost of health care services payable under the Medicare and Medicaid programs and other government programs, including the payment or receipt of remuneration for the referral of patients whose care will be paid for by such programs. Many states have statutes similar to the federal Anti-kickback Statute, except that the state statutes usually apply to referrals for services reimbursed by all third-party payers, not just federal programs.
 
 
Section 1877 of the Social Security Act (also known as the Stark law) generally restricts referrals by physicians of Medicare or Medicaid patients to entities with which the physician or an immediate family member has a financial relationship, unless one of several exceptions applies. A violation of the Stark law may result in a denial of payment, required refunds to patients and the Medicare program, civil penalties of various monetary amounts depending on the violation, and exclusion from participation in the Medicare and Medicaid programs and other federal programs.
 
 
Health Insurance Portability and Accountability Act (HIPAA) mandates the adoption of specific standards for electronic transactions and code sets that are used to transmit certain types of health information. HIPAA also sets forth federal rules addressing the use and disclosure of individually identifiable health information and the rights of patients to understand and control how their information is used and disclosed. The law provides both criminal and civil fines and penalties for covered entities that fail to comply. The Health Information Technology for Economic and Clinical Health (HITECH) Act, which was enacted as part of the American Recovery and Reinvestment Act of 2009, modified and expanded the privacy and security requirements of HIPAA. The HITECH Act applies certain of the HIPAA privacy and security requirements directly to business associates of covered entities and establishes new mandatory federal requirements for notification of breaches of security involving protected health information. The U.S. Department of Health and Human Services is responsible for enforcing the requirement that covered entities notify any individual whose protected health information has been improperly acquired, accessed, used, or disclosed.
 
4
 

 

 

The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (PPACA), were signed into law in March 2010 and are dramatically changing how health care services are covered, delivered and reimbursed. PPACA is intended to decrease the number of uninsured Americans and reduce health care costs. The legislation is expected to increase health insurance coverage through a combination of public program expansion and private sector health insurance reforms. Among other things, PPACA provides for expanded Medicaid coverage of uninsured individuals, reduction in growth of Medicare spending, and measures designed to promote quality and cost efficiency in health care delivery.

 

We believe the expansion of health care coverage through private insurance and Medicaid to include previously uninsured individuals may, over time, increase our net reimbursement per patient transport. Millions of additional people are expected to obtain health insurance coverage in 2014 through a variety of mechanisms, including subsidies offered by federal and state-based health insurance exchanges to qualifying individuals to help offset the costs of coverage and expanded Medicaid programs in certain states covering individuals with incomes of up to 138% of the federal poverty level by 2014. Emergency medical services are specifically included as an “essential health benefit” required for plans offered in the individual and small group insurance markets, both inside and outside the federal and state health insurance exchanges, increasing the likelihood that previously uninsured or underinsured individuals will receive coverage for emergency services beginning in 2014. Despite these expansions in coverage, however, reductions in the growth of Medicare reimbursement pursuant to PPACA may adversely affect our net patient transport revenue over time.

 

It is difficult to predict the full impact of PPACA on our future revenues and results of operations at this time due to a variety of factors, including uncertainty surrounding PPACA’s implementation. Specifically, it is unclear how many uninsured individuals will obtain coverage as a result of PPACA, how many states will implement the Medicaid expansion provisions, and what percent of patients will have private insurance versus Medicaid coverage. Reimbursement rates to be paid by private insurance and Medicaid for newly covered individuals, particularly those individuals covered by plans under the federal and state exchanges, and the types of coverage provided for under the federal and state exchange plans are also unclear. Delays in enforcement of certain provisions of PPACA also make the impact of the law on our revenue and results of operations difficult to ascertain.

 

Various provisions in PPACA that directly or indirectly affect reimbursement are scheduled to take effect over a number of years, although certain provisions have already gone into effect prior to 2014 and the health insurance coverage mandate for individuals becomes effective in 2014. We are unable to predict the future course of federal and state government regulation and interpretation of PPACA’s new regulatory requirements, most of which have not been interpreted to date.

 

PPACA also contains a number of measures that are intended to further reduce fraud and abuse in the Medicare and Medicaid programs, amending several existing federal laws that apply to us, including the Federal Anti-Kickback Statute and False Claims Act, making it easier for government agencies and individual whistleblowers to prevail in lawsuits against providers, increasing the fines and penalties imposed on providers accused of violating applicable laws and regulations, and increasing funding for fraud and abuse investigations and enforcement.

 
Both federal and state government agencies continue heightened and coordinated civil and criminal enforcement efforts against the health care industry by conducting audits, evaluations, and investigations and, when appropriate, imposing civil monetary penalties, assessments, and administrative sanctions. From time to time, we, like others in the health care industry, may receive notices from federal and state regulatory agencies alleging that we failed to comply with applicable standards. These notices may require us to take corrective action and may impose civil monetary penalties and/or other operating restrictions. Although we have policies and procedures in place to facilitate compliance in all material respects with the regulations affecting the health care industry, if a determination is made that we were in material violation of such regulations, our financial condition, results of operations, or cash flows could be materially adversely affected.
 
5
 

 

 
Other Regulations
 
We are also subject to laws, regulations, and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, Dodd-Frank Wall Street Reform and Consumer Protection Act, Securities and Exchange Commission (SEC) regulations, NASDAQ Stock Market rules, and other federal and state securities laws. Certain of our operations are also subject to regulation under the Foreign Corrupt Practices Act and various laws related to the export of emergency medical interiors manufactured by United Rotorcraft, including, among others, the U.S. Export Administration Regulations and the International Traffic in Arms Regulations administered by the U.S. Department of State, Directorate of Defense Trade Controls.  In addition, our operations are subject to various other federal, state, and local laws and regulations relating to occupational safety and health, including the Occupational Safety and Health Administration regulations.
 
 
Our internet site is www.airmethods.com. We make available free of charge, on or through the website, all annual, quarterly, and current reports, as well as any amendments to these reports, as soon as reasonably practicable after electronically filing these reports with the SEC. Such reports are also available at www.sec.gov. This reference to the website does not incorporate by reference the information contained in the website and such information should not be considered a part of this report.
 
 
Our actual operating results may differ materially from those described in forward-looking statements as a result of various factors, including but not limited to, those described below. You should carefully consider the following risk factors in addition to the other information included in this Annual Report on Form 10-K.
 
Patient transport volume – Almost all patient transport revenue and approximately 20% of AMS contract revenue is dependent upon flight volume. Approximately 18% of AMS operating costs incurred during 2013 also vary with the number of hours flown. Poor visibility, high winds, and heavy precipitation can affect the safe operation of aircraft and result in a reduced number of flight hours due to the inability to fly during these conditions. Prolonged periods of adverse weather conditions could have an adverse impact on our operating results due to missed flights or reduced demand for service. Typically, the months from November through February have lower flight volume due to weather conditions and other factors, resulting in lower patient transport revenue during these months. Flight volume related to patient transports can also be affected by the distribution of calls among competitors by local government agencies and the entrance of new competitors into a market. Over the past several years, the increase in the number of air medical helicopters operating within the United States has outpaced trends in the demand for service. Demand for air medical transportation may also be unfavorably impacted by an overall slow-down in economic activity; a decrease in road traffic volume because of unusually high spikes in fuel prices or other factors; cost of the service; loss of confidence in certain markets because of accidents within the air medical industry; or questions regarding the medical necessity for certain transports. In addition, if hospitals within our service areas expand operations to include trauma centers, cardiac catheterization labs, and similar capabilities, the demand for our services may decrease. Conversely, a trend toward hospital consolidation may increase demand for air medical transportation. Finally, a number of our bases are located in rural areas throughout the United States and are difficult to staff with appropriate personnel, resulting in lower in-service rates and, therefore, lower flight volume.
 
Collection rates – We respond to calls for air medical transport without pre-screening the creditworthiness of the patient. For our independent service operations, we invoice patients and their insurers directly for services rendered and recognize revenue net of provisions for contractual discounts and estimated uncompensated care. Both provisions are estimated during the period the related services are performed based on historical collection experience and any known trends or changes in reimbursement rate schedules and payer mix. The provisions are adjusted as required based on actual collections in subsequent periods. Net reimbursement per patient transport is primarily a function of price, payer mix, and timely and effective collection efforts. To the extent that complexity associated with patient billing causes delays in our cash collections, we assume the financial risk of carrying costs associated with the aging of our accounts receivable as well as the increased potential for unrecoverable accounts. Both the pace of collections and the ultimate collection rate are affected
 
6
 

 

 
 
by the overall health of the U.S. economy and the unemployment rate, which impact the number of indigent patients and funding for state-run programs, such as Medicaid. Medicaid reimbursement rates in many jurisdictions have remained well below the cost of providing air medical transportation. However, Medicaid represents a small percentage of the revenue we realize from patient transports. The collection rate is also impacted by changes in the cost of healthcare and health insurance, as well as economic pressures on employers. As the cost of healthcare increases and businesses explore ways to contain or reduce operating costs, health insurance coverage provided by employers may be reduced, resulting in an increase in balances billed to individuals. A shift of 1% of our payer mix from insured accounts to either Medicaid or uninsured accounts would result in a decrease of $12.8 million to $13.6 million in pre-tax operating results. Similar to Medicaid reimbursement rates, Medicare rates are less than the cost of providing air medical transportation, and, therefore, our collection rates may decline as more of the U.S. population becomes eligible for Medicare coverage. Net reimbursement per transport from private patient payers, Medicare, and Medicaid does not increase proportionately with price increases. To the extent that healthcare reform or other forces result in a reversal of the trend away from insurance coverage, reimbursement rates may increase. Consolidation of insurance payers and healthcare providers, such as hospitals and doctors, could place pressure on flight demand and increase the integrated entities’ leverage to apply discounts to reimbursement rates. Although we have not yet experienced significant increased limitations in the amount reimbursed by insurance companies, any future price increases may cause insurance companies to limit coverage for air medical transport to amounts less than our standard rates. There is no assurance that we will be able to maintain historical collection rates after the implementation of price increases for patient transports.
 
Billing investigations and audits – State and federal statutes impose substantial penalties—including civil and criminal fines, exclusion from participation in government programs, and imprisonment—on entities or individuals (including any individual corporate officers or physicians deemed responsible) that fraudulently or wrongfully bill governmental or other third-party payers for services. We believe that audits, inquiries, and investigations from government agencies will continue to occur from time to time in the ordinary course of our business, including as a result of our arrangements with hospitals and healthcare providers and of our UR Division contracts. In addition, we may be subject to increased audits from private payers to the extent they encounter pricing pressures related to healthcare reform. This could result in substantial defense costs to us and a diversion of management’s time and attention. Such pending or future audits, inquiries, or investigations, or the public disclosure of such matters, may have a material adverse effect on our financial condition and results of operations.
 
Healthcare reform – One of the key goals of PPACA is to increase access to health benefits for the uninsured or underinsured populations, partially through new federal rules related to private health insurance offerings. PPACA also includes, among other things, Medicare payment and delivery reforms aimed at containing costs, rewarding quality, and improving outcomes through coordinated care arrangements. The new federal rules in PPACA may create pricing pressure on private health insurance premiums and, as a result, pricing pressure on providers. PPACA also includes provisions that expand the government’s ability to combat healthcare program fraud, abuse, and waste. To the extent uninsured patients obtain any type of insurance coverage, our collection rates may increase. To the extent patients currently covered by private insurance move to government-run programs or to proposed public or private insurance exchanges, collection rates may decrease. Government-run programs, such as Medicare and Medicaid, may also impose additional discounts in determining their reimbursement rates to offset the cost of expanding coverage to a greater number of participants. In addition, states are allowed to opt out of the Medicaid expansion, which may limit the number of uninsured patients which receive coverage. See further discussion regarding the impact of PPACA in the “Government Regulation” section of Part I of this report.
 
7
 

 

 
Completion and integration of acquisitions – On December 13, 2013, we acquired BHH. We expect to continue to seek opportunities to grow through attractive acquisitions. However, acquisitions present a number of challenges, including significant effort to assimilate the operations, financial and accounting practices, and information systems, and to integrate key personnel from the acquired business. To manage our growth effectively, we must expand and improve our operational, financial, and management controls, information systems, and procedures. Acquisitions may cause disruptions in our operations and divert management’s attention from day-to-day operations. We may not realize the anticipated benefits of the BHH acquisition or any future acquisitions, profitability may suffer due to acquisition-related costs or unanticipated liabilities, and our stock price may decrease if the financial markets consider any acquisition to be inappropriately priced.
 
Tourism flight volume – All tourism revenue is dependent upon flight volume but only approximately 30% of our tourism operating expenses incurred during the year ended December 31, 2013, vary with the number of hours flown. Typically, flight volume for Sundance’s operations tends to be lower during the first and fourth quarters of the year due to the length of daylight hours and traditional vacation schedules. BHH does not experience significant seasonal variation in passenger volume. Because international travelers account for a significant number of tourism customers, flight volume may also be impacted by worldwide economic conditions and international currency exchange rates. In addition, approximately 25-30% of Sundance’s bookings originate with one online booking company.
 
Dependence on third party suppliers – We currently obtain a substantial portion of our helicopter spare parts and components from Airbus Helicopters (Airbus) and Bell Helicopter, Inc. (Bell) and maintain supply arrangements with other parties for our engine and related dynamic components. As of December 31, 2013, Airbus aircraft comprise 82% of our helicopter fleet while Bell aircraft constitute 16%. Based upon the manufacturing capabilities and industry contacts of Airbus, Bell, and other suppliers, we believe we will not be subject to material interruptions or delays in obtaining aircraft parts and components but do not have an alternative source of supply for Airbus, Bell, and certain other aircraft parts. Failure or significant delay by these vendors in providing necessary parts could, in the absence of alternative sources of supply, have a material adverse effect on us. Increases in spare parts prices tend to be higher for aircraft which are no longer in production. The ability to pass on price increases may be limited by reimbursement rates established by Medicare, Medicaid, and insurance providers and by other market considerations.
 
Disposition of aircraft – We are dependent upon the secondary used aircraft market to dispose of older models of aircraft as part of our ongoing fleet rejuvenation efforts. In the past several years, the demand for used aircraft has diminished. If we are unable to dispose of our older aircraft, our aircraft carrying costs may increase above requirements for our current operations, or we may accept lower selling prices, resulting in losses on disposition or reduced gains. The types of aircraft targeted for disposition as part of our fleet rejuvenation usually have lower carrying costs than new aircraft. We have also been able to convert some aircraft to spare parts to support the operation of our existing fleet, rather than seeking to sell the aircraft to a third party.
 
Employee unionization – Our AMS pilots have been represented by a collective bargaining unit since September 2003, and the most recent CBA expired in December 2013. Negotiations have begun on a new CBA but no agreement has yet been reached. The CBA establishes procedures for training, addressing grievances, discipline and discharge, among other matters, and defines vacation, holiday, sick, health insurance, and other employee benefits. Union personnel have actively attempted to organize other employee groups in the past, and these groups may elect to be represented by unions in the future. Tourism pilots are not currently subject to the CBA.
 
8
 

 

 
AMS competition – We face significant competition from several national and regional air medical transportation providers for contracts with hospitals and other healthcare institutions. A number of hospitals and healthcare institutions have also elected to operate their own Part 135 Certificate, thereby eliminating the need for a third party to provide air medical transportation services. In addition, we face competition from smaller regional carriers and alternative air ambulance providers such as sheriff departments for patient transports. In some cases advanced life support and critical care transport ground ambulance providers may also be competing for the same transports. Air medical operators generally compete on the basis of price, safety record, accident prevention and training, and the medical capability of the aircraft. There can be no assurance that we will be able to continue to compete successfully for new or renewing AMS contracts or market share in the future.
 
Tourism competition – We face competition from two larger aerial tourism operators in the Grand Canyon market and a number of smaller operators in both the Grand Canyon and Hawaiian Island markets. Aerial tourism operators generally compete on the basis of price and customer satisfaction. Strong brand recognition and proximity to popular vacation sights also help to distinguish one competitor over another. Some operators are also exploring innovative but higher risk operations, such as doors-off flights, to attract customers. There can be no assurance that we will be able to continue to compete successfully for market share in the future.
 
Hualapai contract – Sundance maintains a contract with the Hualapai Tribe to allow flights over and landings on tribal land adjoining Grand Canyon National Park. The relationship between Sundance and the Hualapai has been in place for 25 years, with the current contract effective through March 2016. The contract results in mutual benefit, providing flights for Sundance and additional tourist traffic at Hualapai attractions. Failure to continue to successfully renew the contract with the Hualapai could have a significant adverse impact on the results of operations for the Tourism division.
 
Park overflight restrictions – The United States National Park Service limits the number of flights over national parks annually. We currently have flyover rights to conduct aerial tours over the Grand Canyon National Park and two major national parks in Hawaii, along with some smaller national parks. Regulatory changes or environmental pressures could result in changes to the number of flyover rights issued to aerial tourism operators by the Park Service or to the requirements for noise-diminishing technology on our aircraft. Additional restrictions on flyover rights or changes in technology requirements could have a significant adverse impact on our flight volume or cost of operations for our Tourism division.
 
Passenger terminal facilities – We currently operate our aerial tours out of several airports located in Las Vegas and the Hawaiian Islands. These facilities are strategically located in close proximity to tourist traffic. If these airports were to restrict access for rotor wing operations, our tourism flight volume may be significantly adversely impacted. In addition, Hawaii has a limited number of hangar and helipad sites, which may limit the ability of other competitors to enter the market but also our ability to expand operations to other locations within the state.
 
Aviation industry hazards and insurance limitations – Hazards are inherent in the aviation industry and may result in loss of life and property, thereby exposing us to potentially substantial liability claims arising from the operation of aircraft. We may also be sued in connection with medical malpractice claims arising from events occurring during or relating to medical flights. Under most AMS operating agreements, our customers have agreed to indemnify us against liability arising from medical malpractice claims and to maintain insurance covering such liability, but there can be no assurance that a hospital will not challenge the indemnification rights or will have sufficient assets or insurance coverage to fulfill its indemnity obligations. In independent model operations, our personnel perform medical procedures on transported patients, which may expose us directly to medical malpractice claims. We maintain general liability aviation insurance, aviation product liability coverage, and medical malpractice insurance, and believe our level of coverage is customary in the industry and adequate to protect against claims. However, there can be no assurance that it will be sufficient to cover potential claims or that present levels of coverage will be available in the future at reasonable cost. A limited number of hull and liability insurance underwriters provide coverage for air medical and tourism operators. Insurance underwriters are required by various federal and state regulations to maintain minimum levels of reserves for known and expected claims. However, there can be no assurance that underwriters have
 
9
 

 

 
 
established adequate reserves to fund existing and future claims. The number of air medical accidents, as well as the number of insured losses within other helicopter operations and the commercial airline industry, and the impact of general economic conditions on underwriters may result in increases in premiums above the rate of inflation. Approximately 44% of any increases in hull and liability insurance may be passed through to our AMS contract customers according to contract terms. Loss of any aircraft as a result of accidents could cause adverse publicity and interruption of services to client hospitals, which could adversely affect our operating results and relationships with such hospitals. Accidents within aerial tourism and the resulting adverse publicity could significantly adversely affect our tourism flight volume.
 
Fuel costs – Fuel accounted for 4.0% of total AMS operating expenses and 12.1% of Tourism operating expenses for the year ended December 31, 2013. Both the cost and availability of fuel are influenced by many economic and political factors and events occurring in oil-producing countries throughout the world. The price per barrel of oil has fluctuated significantly over the past several years. We cannot predict the future cost and availability of fuel or the impact of disruptions in oil supplies or refinery production from natural disasters. The unavailability of adequate fuel supplies or higher fuel prices could have an adverse effect on our cost of operations and profitability. Generally, our AMS hospital contract customers pay for all fuel consumed in medical flights. However, our ability to pass on increased fuel costs for community-based operations may be limited by reimbursement rates established by Medicare, Medicaid, and insurance providers. Economic and competitive conditions may also limit our ability to fully recover increased fuel costs for community-based operations and tourism operations. Since 2009, we have carried financial derivative agreements to protect against increases in the cost of Gulf Coast jet fuel. During 2013, fuel derivatives covered the majority of our fuel consumption, and in the first quarter of 2014, we entered into fuel derivatives to cover all of our anticipated AMS fuel consumption for 2014.
 
Employee recruitment and retention – An important aspect of our operations is the ability to hire and retain employees who have advanced aviation, nursing, and other technical skills. In addition, hospital contracts typically contain minimum certification requirements for pilots and mechanics. Employees who meet these standards are in great demand and are likely to remain a limited resource in the foreseeable future. If we are unable to recruit and retain a sufficient number of these employees, the ability to maintain and grow the business could be negatively impacted. A limited supply of qualified applicants may also contribute to wage increases which outpace the rate of inflation.
 
Loss of key personnel – Our success depends to a significant extent on the continued services of our core senior management team, including our Chief Executive Officer. If one or more of these individuals were unable or unwilling to continue in his or her present position, our business may be disrupted and we may not be able to find replacements on a timely basis or with the same level of skill and experience. Finding and hiring any such replacements could be costly and may require us to grant significant incentive compensation.
 
Restrictive debt covenants – Our senior credit facility contains restrictive financial and operating covenants, including restrictions on our ability to incur additional indebtedness and to engage in various corporate transactions such as mergers, acquisitions, asset sales, and payment of future cash dividends. These covenants may restrict future growth through the limitation on acquisitions and may adversely impact our ability to implement our business plan. Failure to comply with the covenants defined in the agreement or to maintain the required financial ratios could result in an event of default and accelerate payment of the principal balances due under the senior credit facility. Given factors beyond our control, such as interruptions in operations from unusual weather patterns or decreases in flight volume due to overall economic conditions not included in current projections, there can be no assurance that we will be able to remain in compliance with financial covenants in the future, or that, in the event of non-compliance, we will be able to obtain waivers from the lenders, or that to obtain such waivers, we will not be required to pay lenders significant cash or equity compensation.
 
10
 

 

 
Technology and information systems We are dependent on the proper function, availability and security of our information systems, including without limitation those systems utilized in our flight, dispatch and collection operations. We have undertaken measures to protect the safety and security of our information systems and the data maintained within those systems, and on an annual basis, we test the adequacy of our security and disaster recovery measures. As part of our efforts, we may be required to expend significant capital to protect against the threat of security breaches or to alleviate problems caused by breaches, including unauthorized access to patient data and personally identifiable information stored in our information systems and the introduction of computer malware to our systems. However, there can no assurance our safety and security measures or our disaster recovery plan will detect and prevent security breaches in a timely manner or otherwise prevent damage or interruption of our systems and operations. We may be vulnerable to losses associated with the improper functioning, security breach or unavailability of our information systems. We may be held liable to our patients, customers, and regulators, which could result in fines, litigation, or negative publicity.
 
Governmental regulation – The air medical transportation services and products and aerial tourism industries are subject to extensive regulation by governmental agencies, including the FAA and Centers for Medicare and Medicaid Services (CMS), which imposes significant compliance costs on us. Changes in laws or regulations could have a material adverse impact on our cost of operations or revenue from flight operations. Further, failure to comply with these extensive laws and regulations or the terms or conditions may result in the assessment of administrative, civil and/or criminal penalties, the imposition of remedial obligations or corrective actions, and the issuance of injunctions limiting or prohibiting some of or all of our operations.
 
Government contracting – Approximately 3.7% of our revenue for the year ended December 31, 2013, was derived from contracts with the U.S. government, including United Rotorcraft contracts for the manufacture of interiors for the U.S. Army’s HH-60M helicopter. U.S. government contracts are subject to termination by the government, either for the convenience of the government or for default as a result of our failure to perform under the applicable contract. If terminated by the government as a result of our default, we could be liable for additional costs the government incurs in acquiring undelivered goods or services from another source and any other damages it suffers. United Rotorcraft is also sensitive to U.S. military budgets, which may be impacted by numerous economic and political factors and which may fluctuate based on the policies of the current administration or Congress. In addition, specific government programs in which we participate, or in which we may seek to participate in the future, compete with other programs for consideration during the budget formulation and appropriation processes. One or more of the programs that we currently support could be phased out or terminated. Reductions in these existing programs, unless offset by other programs and opportunities, could have a material adverse effect on the competitive position, results of operations, cash flows or financial condition of the United Rotorcraft Division.
 
Debt and lease obligations – We are obligated under debt facilities and capital lease arrangements providing for up to $764.8 million of indebtedness, of which $676.8 million was outstanding at December 31, 2013, and operating lease obligations which total $45.6 million over the remaining terms of the leases. If we fail to meet our payment obligations or otherwise default under the agreements governing indebtedness or lease obligations, the lenders under those agreements will have the right to accelerate the indebtedness and exercise other rights and remedies against us. These rights and remedies include the rights to repossess and foreclose upon the assets that serve as collateral, initiate judicial foreclosure against us, petition a court to appoint a receiver for us, and initiate involuntary bankruptcy proceedings against us. If lenders exercise their rights and remedies, our assets may not be sufficient to repay outstanding indebtedness and lease obligations, and there may be no assets remaining after payment of indebtedness and lease obligations to provide a return on common stock.
 
11
 

 

 
Foreign ownership – Federal law requires that United States air carriers be citizens of the United States. For a corporation to qualify as a United States citizen, the president and at least two-thirds of directors and other managing officers of the corporation must be United States citizens and at least 75% of the voting interest of the corporation must be owned or controlled by United States citizens. If we are unable to satisfy these requirements, operating authority from the Department of Transportation may be revoked. As of December 31, 2013, we are not aware of any foreign person who holds more than 5% of our outstanding Common Stock. Because we are unable to control the transfer of our stock, we are unable to assure that we can remain in compliance with these requirements in the future.
 
 
None.
 
ITEM 2.     PROPERTIES
 
 
Our headquarters, which serves all segments of our operation, consists of approximately 113,000 square feet of office and hangar space in metropolitan Denver, Colorado, at Centennial Airport. We own the buildings subject to an existing ground lease with the airport authority which expires in October 2044. The headquarters buildings are also collateral for a ten-year mortgage which matures in 2018. We hold a lease through January 2015 for approximately 22,000 square feet of office space in San Bernardino, California, for our medical billing department and through February 2021 for approximately 12,000 square feet of office space in Omaha, Nebraska, for our communications and dispatch center. Both leases contain options to extend the terms past the stated expiration dates. We hold leases through August 2028 for approximately 11,000 square feet of office space in Las Vegas, Nevada, for Sundance’s primary guest center and through November 2016 for approximately 12,900 square feet of office space in Kahului, Hawaii, for BHH’s headquarters. We also own and lease various properties for depot level maintenance, warehouse, Tourism guest centers, and administration purposes. We believe that these facilities are in good condition and suitable for our present requirements.
 
12
 

 

 
 
As of December 31, 2013, our aircraft fleet consisted of 264 Company-owned aircraft and 136 leased aircraft, including aircraft acquired in the BHH transaction. The table below also includes 55 aircraft owned by AMS customers and operated by us under contracts with them.
                                 
Type
 
AMS Division
   
AMS Customer-
Owned
   
Tourism
   
Total
 
                         
Single-Engine Helicopters:
                       
Bell 206
    2       --       --       2  
Bell 407
    38       9       --       47  
Airbus AS 350
    104       4       27       135  
Airbus EC 130
    38       --       21       59  
Total Single-Engine
    182       13       48       243  
Twin-Engine Helicopters:
                               
Bell 222
    8       --       --       8  
Bell 412
    4       --       --       4  
Bell 429
    2       1       --       3  
Bell 430
    --       4       --       4  
Airbus AS 365
    --       5       --       5  
Airbus BK 117
    45       3       --       48  
Airbus EC 135
    77       6       --       83  
Airbus EC 145
    7       16       --       23  
Boeing MD 902
    1       1       --       2  
Agusta 109
    1       2       --       3  
Agusta 119
    2       --       --       2  
Total Twin-Engine
    147       38       --       185  
Total Helicopters
    329       51       48       428  
                                 
Airplanes:
                               
Piper Saratoga
    --       --       1       1  
King Air B 100
    1       --       --       1  
King Air B 200
    2       1       --       3  
Pilatus PC 12
    14       3       --       17  
Lear Jet
    5       --       --       5  
Total Airplanes
    22       4       1       27  
TOTALS
    351       55       49       455  
 
We generally pay all insurance, taxes, and maintenance expense for each aircraft in our fleet. Because helicopters are insured at replacement cost which usually exceeds book value, we believe that helicopter accidents covered by hull and liability insurance will generally result in full reimbursement of any damages sustained. We may from time to time purchase and sell helicopters in order to best meet the specific needs of our operations.
 
We have experienced no significant difficulties in obtaining required parts for our helicopters. Repair and replacement components are purchased primarily through Airbus and Bell, whose aircraft make up the majority of our fleet. Based upon the manufacturing capabilities and industry contacts of Airbus and Bell, we believe we will not be subject to material interruptions or delays in obtaining aircraft parts and components. Any termination of production by Airbus or Bell would require us to obtain spare parts from other suppliers, which are not currently in place.
 
13
 

 

 
ITEM 3.     LEGAL PROCEEDINGS
 
On January 30, 2013, we were served with a purported class action lawsuit, Helmick and Williams v. Air Methods Corporation, filed in Superior Court in Alameda County, California. The lawsuit alleges failure to pay wages and overtime, failure to provide rest and meal breaks or to pay compensation in lieu of such breaks, failure to pay timely wages on termination, failure to provide accurate wage statements, and unlawful business practices and unfair competition within the jurisdiction of the state of California. Plaintiff is seeking compensatory damages and other applicable statutory damages, penalties and wages under the Labor Code, and attorneys fees, interest and costs.
 
We continue to evaluate the merits of the lawsuit and are vigorously defending against this suit. However, we cannot predict the outcome of this lawsuit or whether we may be required to pay damages, settlement costs, or legal costs.
 
In the normal course of business, there are various other claims in process, matters in litigation and other contingencies. These include claims resulting from helicopter accidents, billing reimbursement challenges, employment-related claims and claims from patients transported by our company alleging negligent medical care or transport. To date, no claims of these types of litigation, certain of which are covered by insurance policies, have had a material effect on us. While it is not possible to predict the outcome of these other suits, legal proceedings and claims with certainty, management is of the opinion that adequate provision for potential losses associated with these other matters has been made in the financial statements and that the ultimate resolution of these other matters will not have a material adverse effect on our financial position and results of operations.
 
ITEM 4.     MINE SAFETY DISCLOSURES
 
None.
 
14
 

 

 
PART II
 
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Our common stock is traded on the NASDAQ Global Select Market® under the trading symbol AIRM. The following table shows, for the periods indicated, the high and low closing prices for our common stock. The quotations for the common stock represent prices between dealers and do not reflect adjustments for retail mark-ups, mark-downs or commissions, and may not represent actual transactions. All prices presented have been retroactively adjusted for a 3-for-1 stock split which was effective on December 28, 2012, and is described in further detail in Note 8 to the consolidated financial statements.
 
Year Ended December 31, 2013
 
Common Stock
 
High
   
Low
 
             
First Quarter
  $ 49.60     $ 37.35  
Second Quarter
    47.99       33.22  
Third Quarter
    42.95       32.63  
Fourth Quarter
    58.72       41.21  
 
Year Ended December 31, 2012  
Common Stock
 
High
   
Low
 
                 
First Quarter
  $ 30.61     $ 26.47  
Second Quarter
    32.75       27.06  
Third Quarter
    40.35       31.84  
Fourth Quarter
    40.26       34.49  
 
As of February 21, 2014, there were approximately 192 holders of record of our common stock.
 
On December 28, 2012, we paid a special cash dividend of $7.00 per share (on a pre-split basis) on our common stock to stockholders of record at the close of business on December 20, 2012. Although our current intention is to retain any future earnings to finance the growth of our business rather than to pay dividends, we may consider the payment of dividends in the future. Our senior credit facility contains a covenant which restricts, but does not prohibit, the payment of dividends.

15
 

 


Stock Performance Graph
 
The following graph compares our cumulative total stockholder return for the period from December 31, 2008 through December 31, 2013, against the Standard & Poor’s 500 Index (S&P 500) and peer group companies in industries similar to those of the Company. The S&P 500 is a widely used composite index reflecting the returns of 500 publicly traded companies in a variety of industries. The Peer Group consists of all publicly traded companies in SIC Group 4522: “Non-scheduled Air Transport,” including Alpine Air Express, Inc.; Avantair, Inc.; Bristow Group, Inc.; and PHI, Inc. We believe that this Peer Group is our most appropriate peer group for stock comparison purposes due to the limited number of publicly traded companies engaged in air or ground medical transport and because this Peer Group contains a number of companies with capital costs and operating constraints similar to ours. The graph shows the value at the end of each of the last five fiscal years of $100 invested in our common stock or the indices on December 31, 2008, and assumes reinvestment of dividends. Historical stock price performance is not necessarily indicative of future stock price performance.
 
(LINE GRAPH)
 
INDEXED RETURNS
                                                 
   
Base Period
   
Years Ending
 
   
Dec-08
   
Dec-09
   
Dec-10
   
Dec-11
   
Dec-12
   
Dec-13
 
AIR METHODS CORPORATION
    100.00       210.26       351.91       528.14       737.51       1164.11  
S & P 500
    100.00       126.46       145.51       148.59       172.37       228.19  
PEER GROUP
    100.00       145.38       171.48       175.87       205.93       287.13  
 
16
 

 

 
ITEM 6.
SELECTED FINANCIAL DATA
 
The following tables present selected consolidated financial information of the Company and our subsidiaries which has been derived from our audited consolidated financial statements. This selected financial data should be read in conjunction with our consolidated financial statements and notes thereto appearing in Item 8 of this report. Revenue, expenses, and total assets as of and for the years ended December 31, 2012 and 2011, increased in part as a result of the acquisition of OF Air Holdings Corporation and its subsidiaries (Omniflight) in August 2011. Total assets as of December 31, 2012, and revenue and expenses for the year ended December 31, 2013, also increased in part as a result of the acquisition of Sundance in December 2012. Total assets as of December 31, 2013, also increased in part as a result of the acquisition of BHH in December 2013. All share and per share amounts presented below have been retroactively adjusted to reflect the 3-for-1 stock split effected in December 2012.
 
SELECTED FINANCIAL DATA OF THE COMPANY
(Amounts in thousands except share and per share amounts)
 
   
Year Ended December 31,
 
   
2013
   
2012
   
2011
   
2010
   
2009
 
Statement of Comprehensive Income Data:
                             
Revenue
  $ 881,601       850,812       660,549       562,002       514,298  
                                         
Operating expenses
    (647,885 )     (578,457 )     (481,576 )     (409,578 )     (389,132 )
General and administrative expenses
    (113,035 )     (102,023 )     (85,500 )     (69,226 )     (64,963 )
Other expense, net
    (19,187 )     (17,388 )     (16,171 )     (15,242 )     (16,337 )
 
Income before income taxes
    101,494       152,944       77,302       67,956       43,866  
Income tax expense
    (39,425 )     (59,792 )     (30,728 )     (25,199 )     (16,954 )
                                             
Net income
  $ 62,069       93,152       46,574       42,757       26,912  
Less net loss attributable to non-controlling interests
    (270 )     --       --       --       --  
Net income attributable to Air Methods Corporation and subsidiaries
  $ 62,339       93,152       46,574       42,757       26,912  
                                         
Basic income per common share
  $ 1.55       2.41       1.23       1.14       .73  
                                         
Diluted income per common share
  $ 1.54       2.39       1.21       1.13       .72  
                                         
Weighted average number of shares of Common Stock outstanding - basic
    38,923,206       38,594,286       37,999,422       37,489,539       36,803,181  
                                         
Weighted average number of shares of Common Stock outstanding - diluted
    39,210,392       39,044,468       38,482,785       37,789,242       37,303,758  
 
17
 

 

 
SELECTED FINANCIAL DATA OF THE COMPANY
(Amounts in thousands)
 
   
As of December 31,
 
   
2013
   
2012
   
2011
   
2010
   
2009
 
Balance Sheet Data:
                             
Total assets
  $ 1,252,541       1,118,863       1,028,471       723,110       694,338  
Long-term liabilities
    714,151       675,801       569,861       374,288       391,344  
Stockholders’ equity
    367,959       299,610       287,902       233,429       185,573  
 
SELECTED OPERATING DATA
 
   
2013
   
2012
   
2011
   
2010
   
2009
 
For year ended December 31:
                             
Patient transports
    53,131       55,976       45,480 (1)     40,046       39,613  
Tourism passengers
    221,730 (2)     --       --       --       --  
As of December 31:
                                       
Community-based locations
    179       169       165       110       102  
AMS contract locations
    109       141       136       126       132  
 
(1) Includes transports for Omniflight locations from August 1 through December 31, 2011, only.
(2) Includes passengers for BHH from December 13 through December 31, 2013, only.
 
18
 

 

 
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion of the results of operations and financial condition should be read in conjunction with our consolidated financial statements and notes thereto included in Item 8 of this report. This report, including the information incorporated by reference, contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. The use of any of the words “believe,” “expect,” “anticipate,” “plan,” “estimate,” and similar expressions are intended to identify such statements. Forward-looking statements include statements concerning the integration of BHH; our possible or assumed future results; flight volume and collection rates for patient transports; size, structure and growth of our air medical services, aerial tourism, and products markets; continuation and/or renewal of hospital contracts; acquisition of new and profitable UR Division contracts; and other matters. The actual results that we achieve may differ materially from those discussed in such forward-looking statements due to the risks and uncertainties described in the Risk Factors contained in Part I, Item 1A of this report, in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in other sections of this report, as well as in our quarterly reports on Form 10-Q. We undertake no obligation to update any forward-looking statements.
 
 
We provide air medical transportation services throughout the United States and design, manufacture, and install medical aircraft interiors and other aerospace and medical transport products. We also provide tourism operations in and around the Grand Canyon and Hawaiian Islands. Our divisions, or business segments, are organized according to the type of service or product provided and consist of the following:
Air Medical Services (AMS) - provides air medical transportation services to the general population as an independent service (also called community-based services) and to hospitals or other institutions under exclusive operating agreements (also called hospital-based services). Patient transport revenue consists of flight fees billed directly to patients, their insurers, or governmental agencies, and cash flow is dependent upon collection from these individuals or entities. Air medical services contract revenue consists of fixed monthly fees (approximately 80% of total contract revenue) and hourly flight fees (approximately 20% of total contract revenue) billed to hospitals or other institutions. In 2013 the AMS Division generated 91% of our total revenue, compared to 97% in 2012 and 95% in 2011.
Tourism Division – provides helicopter tours and charter flights, primarily focusing on Grand Canyon and Hawaiian Island tours. The division was started with the acquisition of Sundance in December 2012. In 2013 the Tourism Division generated 6% of our total revenue.
United Rotorcraft (UR) Division - designs, manufactures, and installs aircraft medical interiors and other aerospace and medical transport products for domestic and international customers. In 2013 the UR Division generated 3% of our total revenue, compared to 3% in 2012 and 5% in 2011.
 
See Note 14 to the consolidated financial statements included in Item 8 of this report for operating results by segment.
 
19
 

 

 
We believe that the following factors have the greatest impact on our results of operations and financial condition:
 
Patient transport volume. Almost all of patient transport revenue is derived from flight fees, as compared to approximately 20% of AMS contract revenue. By contrast, 82% of AMS operating costs incurred during 2013 are mainly fixed in nature. While flight volume is affected by many factors, including competition and the effectiveness of marketing and business development initiatives, the greatest single variable has historically been weather conditions. Adverse weather conditions—such as fog, high winds, or heavy precipitation—hamper our ability to operate our aircraft safely and, therefore, result in reduced flight volume. Total patient transports for community-based locations were approximately 53,100 for 2013 compared to approximately 56,000 for 2012. Patient transports for community-based locations open longer than one year (Same-Base Transports) were approximately 49,500 in 2013 compared to 54,000 in 2012. Cancellations due to unfavorable weather conditions for community-based locations open longer than one year were 1,830 higher in 2013 compared to 2012. Requests for service decreased by 4.8% for the year ended December 31, 2013, for bases open greater than one year. Extreme weather conditions may cause a reduction in flight demand as well as in the number of completed flights.
 
Reimbursement per transport. We respond to calls for air medical transports without pre-screening the creditworthiness of the patient and are subject to collection risk for services provided to insured and uninsured patients. Medicare and Medicaid also receive contractual discounts from our standard charges for flight services. Patient transport revenue is recorded net of provisions for contractual discounts and estimated uncompensated care. Both provisions are estimated during the period the related services are performed based on historical collection experience and any known trends or changes in reimbursement rate schedules and payer mix. The provisions are adjusted as required based on actual collections in subsequent periods. Net reimbursement per patient transport is primarily a function of price, payer mix, and timely and effective collection efforts. Both the pace of collections and the ultimate collection rate are affected by the overall health of the U.S. economy, which impacts the number of indigent patients and funding for state-run programs, such as Medicaid. Medicaid reimbursement rates in many jurisdictions have remained well below the cost of providing air medical transportation. PPACA is intended to decrease the number of uninsured Americans and reduce health care costs. Due to the uncertainty surrounding PPACA’s implementation, the impact on our reimbursement rates is, as yet, still not fully known. See further discussion regarding the impact of PPACA in the “Government Regulation” section of Part I of this report. Net reimbursement per transport increased 4.2% in the year ended December 31, 2013, compared to 2012, attributed to recent price increases net of a deterioration in payer mix described below. Provisions for contractual discounts and estimated uncompensated care as a percentage of related gross billings for patient transports were as follows:
 
   
For years ended December 31,
   
2013
 
2012
 
2011
 
Gross billings
    100 %     100 %     100 %
Provision for contractual discounts
    48 %     45 %     44 %
Provision for uncompensated care
    20 %     19 %     19 %
 
Although price increases generally increase the net reimbursement per transport from insurance payers, the amount per transport collectible from private patient payers, Medicare, and Medicaid does not increase proportionately with price increases. Therefore, depending upon overall payer mix, price increases will usually result in an increase in the percentage of uncollectible accounts. Although we have not yet experienced significant increased limitations in the amount reimbursed by insurance companies, any future price increases may cause insurance companies to limit coverage for air medical transport to amounts less than our standard rates. The number of transports covered by insurance decreased from 34.5% of total transports for the year ended December 31, 2012, to 33.1% of total transports for the year ended December 31, 2013, with most of the decrease moving to Medicare.
 
20
 

 

 
Aircraft maintenance. AMS and Tourism operations are directly affected by fluctuations in aircraft maintenance costs. Proper operation of the aircraft by flight crews and standardized maintenance practices can help to contain maintenance costs. Increases in spare parts prices from original equipment manufacturers tend to be higher for aircraft which are no longer in production. Two models of aircraft within our fleet, representing 13% of the rotor wing fleet, are no longer in production and are, therefore, susceptible to price increases which outpace general inflationary trends. In addition, on-condition components are more likely to require replacement with age. Since January 1, 2012, we have taken delivery of nineteen new aircraft and have commitments to take delivery of sixty additional aircraft through the end of 2017. We have replaced discontinued models and other older aircraft with the new aircraft, as well as provided capacity for base expansion. Replacement models of aircraft typically have higher ownership costs than the models targeted for replacement but lower maintenance costs. Aircraft maintenance expense, excluding maintenance expense for the Tourism Division, decreased 1.3% in 2013 compared to 2012, while total AMS flight volume decreased 7.9% over the same period. The change in maintenance costs despite the greater decrease in flight volume is primarily attributable to higher engine overhaul costs, mostly due to erosion damage, and to a greater number of heavy airframe inspections due to timing of inspection events driven by hours flown and age of aircraft on two models of aircraft.
 
Competitive pressures from low-cost providers. We are recognized within the industry for our standard of service and our use of cabin-class aircraft. Many of our competitors utilize aircraft with lower ownership and operating costs and do not require a similar level of experience for aviation and medical personnel. Reimbursement rates established by Medicare, Medicaid, and most insurance providers are not contingent upon the type of aircraft used or the experience of personnel. However, we believe that higher quality standards help to differentiate our service from competitors and, therefore, lead to higher utilization.
 
Employee recruitment and relations. The ability to deliver quality services is partially dependent upon our ability to hire and retain employees who have advanced aviation, nursing, and other technical skills. In addition, hospital contracts typically contain minimum certification requirements for pilots and mechanics. Employees who meet these standards are in great demand and are likely to remain a limited resource in the foreseeable future. Our AMS pilots are represented by a collective bargaining unit and were covered under a CBA which expired in December 2013. Negotiations on a new CBA have begun but no agreement has yet been reached. Other employee groups may also elect to be represented by unions in the future.
 
Results of Operations
 
Year ended December 31, 2013 compared to 2012
 
We reported net income of $62,339,000 for the year ended December 31, 2013, excluding net loss attributable to redeemable non-controlling interests, compared to $93,152,000 for the year ended December 31, 2012. Net reimbursement per patient transport increased 4.2% in 2013 compared to 2012, while Same-Base Transports were 8.2% lower over the same period. The results for 2013 include the impact of the Sundance acquisition which closed in December 2012, as well as results for BHH following the acquisition on December 13, 2013.
 
Air Medical Services
 
Patient transport revenue is recorded net of provisions for contractual discounts and uncompensated care and decreased $2,819,000, or 0.5%, for the year ended December 31, 2013, compared to the year ended December 31, 2012, for the following reasons:
Increase of 4.2% in net reimbursement per transport for the year ended December 31, 2013, compared to 2012, due to the benefit of recent price increases net of the deterioration in payer mix described above.
Decrease of 4,442, or 8.2%, in Same-Base Transports for the year ended December 31, 2013, compared to 2012. Cancellations due to unfavorable weather conditions for bases open longer than one year were 1,830 higher in 2013 compared to 2012. Requests for service decreased by 4.8% in 2013 for bases open greater than one year.
 
21
 

 

 
Incremental net revenue of $42,425,000 for the year ended December 31, 2013, generated from the addition of 31 new bases, including six bases resulting from the conversion of hospital contracts, during either 2013 or 2012.
Closure of sixteen bases during either 2013 or 2012, resulting in a decrease in net revenue of approximately $14,715,000 during the year ended December 31, 2013.
 
Air medical services contract revenue decreased $20,444,000, or 9.1%, for the year ended December 31, 2013, compared to the year ended December 31, 2012, for the following reasons:
Cessation of service under twelve contracts and the conversion of five contracts to community-based operations during either 2013 or 2012, resulting in a decrease in net revenue of approximately $29,807,000 for the year ended December 31, 2013.
Incremental net revenue of $8,109,000 for the year ended December 31, 2013, generated from the addition of three new air medical services contracts and the expansion of six contracts to additional bases of operation during either 2013 or 2012.
Decrease of approximately 7.5% in flight volume for the year ended December 31, 2013, for all contracts excluding new contracts, contract expansions, and closed contracts discussed above.
Annual price increases in the majority of contracts based on stipulated contractual increases, changes in the Consumer Price Index or spare parts prices from aircraft manufacturers.
 
Flight center costs (consisting primarily of pilot, mechanic, and medical staff salaries and benefits) increased $25,613,000, or 8.0%, for the year ended December 31, 2013, compared to 2012, for the following reasons:
Increase of approximately $25,937,000 for the year ended December 31, 2013, for the addition of personnel to staff new base locations described above.
Decrease of approximately $18,783,000 for the year ended December 31, 2013, due to the closure of base locations described above.
Increases in salaries for merit pay raises and in the cost of employee medical benefits.
 
Aircraft operating expenses decreased $646,000, or 0.4%, for the year ended December 31, 2013, in comparison to 2012. Aircraft operating expenses consist of fuel, insurance, and maintenance costs and generally are a function of the size of the fleet, the type of aircraft flown, and the number of hours flown. The decrease in costs is due to the following:
Decrease in AMS aircraft maintenance expense of $1,417,000, or 1.3%, to $104,609,000. Total AMS flight volume decreased 7.9% for 2013 compared to 2012. Costs incurred for engine overhauls on two models of aircraft increased by approximately $4.3 million in 2013 compared to 2012, primarily due to erosion damage. We expect to mitigate the impact of erosion with the installation of engine barrier filters as operations permit. In addition, heavy airframe inspections on the same two models of aircraft increased 67.7% in 2013 compared to 2012, due to timing of inspection events driven by hours flown and age of aircraft.
Increase of approximately 1.0% in the cost of aircraft fuel per hour flown for AMS operations. Total AMS fuel costs decreased $212,000 to $25,411,000 for 2013 compared to 2012. During both 2013 and 2012 we had commodity call options to protect against aircraft fuel price increases greater than 20%, covering the majority of our anticipated fuel consumption for both years. We received no cash settlements under the agreements in either 2013 or 2012.
Expense of $2,000,000 for the year ended December 31, 2013, related to hull and liability insurance retention. The retention exposure was triggered by hull claims incurred during the second quarter of 2013.
 
Tourism
 
Tourism and charter revenue totaled $56,591,000 for the year ended December 31, 2013, and consists of fees earned for the transport of passengers primarily for tours of the Grand Canyon. Tourism revenue also included $2,758,000 for BHH operations following the acquisition date of December 13, 2013, through the end of the year. During 2013 we transported approximately 221,700 passengers on tourism flights.
 
22
 

 

 
Tourism operating expenses consist primarily of pilot and mechanic salaries and benefits; aircraft maintenance, fuel, and insurance; landing fees; commissions; and cost of tour amenities. Expenses totaled $38,606,000 for 2013 and typically vary with passenger count, flight volume, and number and type of aircraft. BHH operating expenses totaled approximately $1,646,000 from December 13 through December 31, 2013.
 
United Rotorcraft Division
 
Medical interiors and products revenue decreased $4,527,000, or 15.7%, for the year ended December 31, 2013, compared to 2012. Significant projects completed or in process during 2013 included work under two contracts to produce a total of 53 multi-mission interiors for the U.S. Army’s HH-60M helicopter, work under two contracts to produce a total of 61 interiors for an older generation of the U.S. Army’s Black Hawk helicopter, and thirteen aircraft interiors for commercial customers. Revenue by product line for the year ended December 31, 2013, was as follows:
$15,206,000 – governmental entities
$9,098,000 – commercial customers
 
Significant projects in process during 2012 included fifty multi-mission interiors for the U.S. Army’s HH-60M helicopter and ten aircraft medical interiors for commercial customers. Revenue by product line for the year ended December 31, 2012, was as follows:
$14,460,000 – governmental entities
$14,372,000 – commercial customers
   
Cost of medical interiors and products increased $2,127,000, or 10.0%, for the year ended December 31, 2013, as compared to the previous year. The impact of the decrease in sales volume was offset by warranty costs of $1,652,000 related to previously installed aircraft interiors and by the write-off of $1,434,000 in costs to develop Supplemental Type Certificates (STC’s) when the STC’s were determined not to be viable products. Cost of medical interiors and products also includes certain fixed costs, such as administrative salaries and facilities rent, which do not vary with volume of sales and which are absorbed by both projects for external customers and interdivisional projects.
 
General Expenses
 
Depreciation and amortization expense decreased $2,869,000, or 3.5%, for the year ended December 31, 2013. Since March 31, 2012, we have bought out 84 aircraft which were previously leased under capital lease obligations and which had a total depreciable basis of $154.8 million. Aircraft under capital leases are amortized over the terms of the underlying leases with no assigned salvage value. Aircraft which are owned directly are depreciated over a 25-year life, based on the year of manufacture, with a 25% salvage value. As a result, the buyout of aircraft from capital lease obligations contributed to a decrease in depreciation in 2013. The decrease was offset in part by $2,962,000 in depreciation and amortization related to Sundance and BHH assets.
 
General and administrative (G&A) expenses increased $15,711,000, or 16.1%, for the year ended December 31, 2013, compared to 2012. G&A expenses include executive management, legal, accounting and finance, billing and collections, information services, human resources, aviation management, pilot training, dispatch and communications, AMS program administration, and Tourism customer service and reservations. Total G&A expenses related to Sundance and BHH operations were $7,629,000 for 2013. Excluding the impact of Sundance and BHH, G&A expenses increased 8.3% for the year ended December 31, 2013, compared to 2012, reflecting an increase in AMS program administration staffing to manage the increased number of community-based locations. In addition, board of directors compensation increased $924,000 and expenses related to mergers and acquisitions activity increased $872,000 in 2013. These increases were offset in part by a decrease of $7,754,000 in incentive compensation accruals related to our financial performance during 2013 compared to 2012.
 
Interest expense decreased $328,000, or 1.6%, for the year ended December 31, 2013, compared to 2012, primarily due to the retirement of $41.0 million in capital lease obligations subsequent to March 31, 2012, and to regularly scheduled payments of long-term debt and capital lease obligations. The weighted average effective interest rate on retired capital lease obligations was approximately 4.6%. The resulting decrease in interest expense
 
23
 

 

 
was offset in part by additional $100 million and $60 million term loans under our senior credit facility originated in December 2012 and December 2013, respectively; new term loans totaling $134.6 million with a weighted average interest rate of 3.9% originated during 2013, and an average balance of $38.9 million against our line of credit during 2013 compared to $24.4 million during 2012. The additional term loans and increased borrowings against the line of credit were used primarily to fund the acquisitions of Sundance and BHH and payment of a special dividend in December 2012. The average interest rate was 2.1% on the term loan and line of credit in 2013, compared to 2.2% on the term loan and 3.1% on the line of credit in 2012.
 
Income tax expense was $39,425,000, or 38.8% of income before taxes in 2013 and $59,792,000, or 39.1% of income before taxes in 2012. The rate in 2013 was affected by apportionment factor adjustments and scheduled changes in state income tax rates which decreased our expected blended state rate; applying the new rate to deferred tax assets and liabilities resulted in an income tax benefit of $660,000 for the year ended December 31, 2013. The rate in 2012 was also affected by apportionment factor adjustments which increased our expected blended state rate; applying the new rate to deferred tax assets and liabilities resulted in income tax expense of $667,000 for the year ended December 31, 2012. Excluding the effects of these change, the effective tax rate was 39.5% for 2013 and 38.7% in 2012. Change in the revised rate in 2013 compared to 2012 is primarily the result of an increase in certain permanent book-tax differences. Changes in our effective tax rate are affected by the apportionment of revenue and income before taxes to the various jurisdictions in which we operate and by changing tax laws and regulations in those jurisdictions.
 
Year ended December 31, 2012 compared to 2011
 
We reported net income of $93,152,000 for the year ended December 31, 2012, compared to $46,574,000 for the year ended December 31, 2011. The results for 2012 and for five months of 2011 include the impact of the Omniflight acquisition which closed in August 2011. Net reimbursement per patient transport increased 15.1% in 2012 compared to 2011, while Same-Base Transports were 1.0% higher over the same period.
 
Air Medical Services
 
Patient transport revenue is recorded net of provisions for contractual discounts and uncompensated care and increased $174,424,000, or 41.9%, for the year ended December 31, 2012, compared to the year ended December 31, 2011, for the following reasons:
Net revenue of $74,560,000 from Omniflight’s patient transports from January 1, 2012, through July 31, 2012.
Increase of 15.1% in net reimbursement per transport for the year ended December 31, 2012, compared to 2011, due to the benefit of recent price increases net of a deterioration in payer mix.
Increase of 434, or 1.0%, in Same-Base Transports for the year ended December 31, 2012, compared to 2011. Cancellations due to unfavorable weather conditions for bases open longer than one year were 1,698 lower in 2012 compared to 2011. Requests for service decreased by 1.2% in 2012 for bases open greater than one year.
Incremental net revenue of $25,991,000 for the year ended December 31, 2012, generated from the addition of nineteen new bases, including seven bases resulting from the conversion of hospital contracts, during either 2012 or 2011.
Closure of five bases due to insufficient flight volume and the conversion of one base back to hospital-based operations during either 2012 or 2011, resulting in a decrease in net revenue of approximately $7,461,000 during the year ended December 31, 2012.
 
Air medical services contract revenue increased $18,021,000, or 8.7%, for the year ended December 31, 2012, compared to the year ended December 31, 2011, for the following reasons:
Net revenue of $13,694,000 from Omniflight’s air medical services contracts from January 1, 2012, through July 31, 2012.
Cessation of service under six contracts and the conversion of three contracts to community-based operations, as well as the closure of certain satellite locations at the option of three current customers, during either 2012 or 2011, resulting in a decrease in net revenue of approximately $18,660,000 for the year ended December 31, 2012.
 
24
 

 

 
Incremental net revenue of $14,792,000 for the year ended December 31, 2012, generated from the addition of three new air medical services contracts, the expansion of eight contracts to additional bases of operation, and the conversion of one community-based location back to hospital-based operations during either 2012 or 2011.
Decrease of approximately 1.3% in flight volume for the year ended December 31, 2012, for all contracts excluding Omniflight operations from January 1 through July 31, 2012; new contracts; contract expansions; and closed contracts.
Annual price increases in the majority of contracts based on stipulated contractual increases, changes in the Consumer Price Index or spare parts prices from aircraft manufacturers.
 
Flight center costs increased $61,805,000, or 23.7%, for the year ended December 31, 2012, compared to 2011, for the following reasons:
Flight center costs of approximately $41,613,000 related to Omniflight’s operations from January 1, 2012, through July 31, 2012.
Increase of approximately $16,503,000 for the year ended December 31, 2012, for the addition of personnel to staff new base locations described above.
Decrease of approximately $10,086,000 for the year ended December 31, 2012, due to the closure of base locations described above.
Increases in salaries for merit pay raises.
 
Aircraft operating expenses increased $25,308,000, or 20.1%, for the year ended December 31, 2012, in comparison to 2011. The increase in costs is due to the following:
Increase in aircraft maintenance expense of $16,102,000, or 18.1%, to $105,142,000. Total flight volume increased 14.5% for 2012 compared to 2011. The change in maintenance expense reflects normal fluctuations in the timing of overhaul and replacement cycles for aircraft parts.
Increase of approximately 8.2% in the cost of aircraft fuel per hour flown. Total fuel costs increased $6,075,000 to $25,623,000 for 2012 compared to 2011. During both 2012 and 2011 we had commodity call options to protect against aircraft fuel price increases greater than 20%, covering approximately 86% of our fuel consumption for 2012 and essentially all of our consumption in 2011. Fuel expense included non-cash mark to market derivative losses of $257,000 for 2012 compared to $800,000 for 2011. Cash settlements under the terms of the agreements totaled $1,131,000 in 2011. We received no cash settlements under the agreements in 2012.
Decreases in hull insurance rates effective July 2012 and 2011.
Incremental aircraft operating expenses related to the Omniflight fleet were approximately $18,410,000 from January 1, 2012 through July 31, 2012.
 
United Rotorcraft Division
 
Medical interiors and products revenue decreased $1,630,000, or 5.4%, for the year ended December 31, 2012, compared to 2011. Significant projects in process during 2012 included fifty multi-mission interiors for the U.S. Army’s HH-60M helicopter and ten aircraft medical interiors for commercial customers. Revenue by product line for the year ended December 31, 2012, was as follows:
$14,460,000 – governmental entities
$14,372,000 – commercial customers
 
Significant projects in process during 2011 included work under two contracts to produce a total of fifty multi-mission interiors for the U.S. Army’s HH-60M helicopter, 53 interiors for an older generation of the U.S. Army’s Blackhawk helicopter, approximately 187 MEV litter systems, and seven aircraft medical interior kits for commercial customers. Revenue by product line for the year ended December 31, 2011, was as follows:
$21,160,000 – governmental entities
$9,302,000 – commercial customers
 
Cost of medical interiors and products decreased $564,000, or 2.6%, for the year ended December 31, 2012, as compared to the previous year, due primarily to changes in sales volume and product mix. Costs in 2012 also included development and design work on aircraft interior configurations for commercial customers, leading to higher engineering and certification costs and to lower profit margins.

25
 

 

 
 
General Expenses
 
Depreciation and amortization expense increased $9,647,000, or 13.2%, for the year ended December 31, 2012. Incremental depreciation related to Omniflight’s fixed assets, including aircraft under capital leases, was approximately $5,547,000, and amortization of Omniflight’s intangible assets totaled $2,301,000 from January 1, 2012, through July 31, 2012. In addition, from the fourth quarter of 2011 through the end of 2012, we added 30 aircraft subject to capital leases, totaling approximately $60.3 million, to our depreciable assets.          

General and administrative (G&A) expenses increased $16,162,000, or 19.9%, for the year ended December 31, 2012, compared to 2011. G&A expenses were 12.0% of revenue for 2012, compared to 12.9% of revenue for 2011. During the first quarter of 2012, we completed the consolidation of the Part 135 Air Carrier Certificate for Omniflight into the Air Methods certificate and completed the process of integrating other Omniflight overhead functions into existing departments. G&A expenses for 2012 also included $9,451,000 for severance related to the elimination of the chief operating officer position and incentive compensation accruals related to our financial performance. Expense related to incentive compensation totaled approximately $4,567,000 in 2011. Expenses for 2011 also included approximately $2,283,000 in transaction costs and employee severance related to the acquisition of Omniflight. We also incurred approximately $1,678,000 in expenses during the fourth quarter of 2011 related to transitioning Omniflight’s G&A functions into existing Air Methods departments.
 
Interest expense increased $579,000, or 2.9%, for the year ended December 31, 2012, compared to 2011. The increase is primarily due to interest recorded on capital lease obligations, totaling approximately $17.0 million as of December 31, 2012, assumed in the Omniflight acquisition and to interest incurred on the $200 million term loan originated in July 2011 to fund the acquisition of Omniflight. The term loan bears interest at a variable rate which averaged 2.2% for the year ended December 31, 2012, compared to 2.4% for the year ended December 31, 2011. In addition, we carried an average balance of $24.4 million against our line of credit during 2012, compared to $1.6 million in 2011. The line of credit bears interest at a variable rate which averaged 3.1% for 2012. These increases were offset in part by the effect of reduction in principal balances for long-term debt and capital lease obligations as a result of regularly scheduled payments; lease buyouts relating to obligations totaling $51.2 million; and the payoff of our previous $50 million term loan in July 2011.
 
Income tax expense was $59,792,000, or 39.1% of income before taxes in 2012 and $30,728,000, or 39.8% of income before taxes in 2011. The rate in 2012 was affected by apportionment factor adjustments which increased our expected blended state rate; applying the new rate to deferred tax assets and liabilities resulted in income tax expense of $667,000 for the year ended December 31, 2012. Excluding the effect of this change, the effective tax rate was 38.7% in 2012. The decrease in this adjusted rate compared to 2011 is primarily the result of a decrease in certain permanent book-tax differences. Changes in our effective tax rate are affected by the apportionment of revenue and income before taxes to the various jurisdictions in which we operate and by changing tax laws and regulations in those jurisdictions.
 
26
 

 

 
Liquidity and Capital Resources
 
Cash Requirements
 
Debt and Other Long-term Obligations
 
The following table outlines our contractual obligations as of December 31, 2013 (amounts in thousands):
 
   
Total
 
Less than 1
year
 
1-3 years
 
4-5 years
 
After 5
years
 
                               
Long-term debt principal
  $ 516,453       39,415       76,645       313,649       86,744  
Interest payments (1)
    63,966       13,974       24,257       14,235       11,500  
Total long-term debt obligations
    580,419       53,389       100,902       327,884       98,244  
                                         
Capital leases
    160,365       29,116       53,907       39,366       37,976  
Interest payments
    18,950       5,568       7,646       3,862       1,874  
Total capital lease obligations
    179,315       34,684       61,553       43,228       39,850  
                                         
Operating leases
    45,581       8,038       9,707       4,109       23,727  
Aircraft purchase commitments
    194,236       53,219       106,543       34,474       --  
                                         
Total
  $ 999,551       149,330       278,705       409,695       161,821  
 
(1)
Interest payments include an estimate of variable-rate interest on our revolving credit facility and notes with principal balances of $333,786,000 as of December 31, 2013. Variable interest was estimated using the weighted average rate in effect during 2013 for each note and the average balance outstanding against the revolving credit facility during 2013.
 
Off-Balance Sheet Arrangements
 
Aircraft Purchase Commitments
 
As of December 31, 2013, we had open purchase commitments totaling $194.2 million for 60 aircraft scheduled to be delivered from 2014 through 2017. Typically we have financed aircraft acquired under similar commitments through capital lease or debt agreements. If financing arrangements cannot be arranged or we are prevented from taking or decline to take delivery of the aircraft under the commitments described above for any other reason, we may forfeit nonrefundable deposits of approximately $18.3 million. The amount of deposit to be forfeited may be mitigated if the aircraft manufacturer is able to remarket the commitment positions. As of December 31, 2013, we have received financing commitments, subject to routine credit approval and aircraft inspection processes, to cover the cost of all aircraft scheduled to be delivered in 2014. We intend to use the new aircraft for base expansion opportunities as well as to replace older models of aircraft in the fleet. We plan to either sell the aircraft which are replaced, use them for spare parts, or redeploy them into the backup fleet.
 
Letters of Credit
 
As of December 31, 2013, we had three letters of credit totaling $3,525,000 in lieu of cash deposits on workers compensation insurance policies and other obligations. All letters of credit may be renewed annually and reduce the available borrowing capacity under our revolving credit facility.
 
27
 

 

 
Sources and Uses of Cash
 
We had cash and cash equivalents of $9,862,000 and working capital of $178,232,000 at December 31, 2013, compared to cash and cash equivalents of $3,818,000 and working capital of $163,353,000 at December 31, 2012. Cash generated by operations totaled $149,650,000 in 2013 compared to $151,295,000 in 2012. Days’ sales outstanding (DSO’s) related to patient transports, measured by comparing net patient transport revenue for the annualized previous three-month and six-month periods to outstanding open net accounts receivable, were as follows as of December 31:
 
     
2013
   
2012
 
 
Three-month measurement
   
106
     
106
 
 
Six-month measurement
   
97
     
106
 
 
DSO’s calculated using a three-month measurement period are more significantly impacted by seasonality in revenue than DSO’s using the six-month measurement period.
 
In 2012, we received refunds of $14.7 million for aircraft purchase deposits when permanent financing was arranged.
 
Cash used for investing activities totaled $175,092,000 in 2013, compared to $109,999,000 in 2012. In 2013 we bought out fifty previously leased aircraft for $57.5 million and disposed of twelve aircraft for $19.1 million. Equipment acquisitions in 2013 also included the purchase of seventeen aircraft for $43.2 million. Equipment acquisitions in 2012 included the buy-out of 49 previously leased aircraft for approximately $65.7 million. Five of these aircraft were subsequently sold for approximately $21.1 million and leased back under capital leases. We also sold fourteen other aircraft for $11.6 million during 2012.
 
Financing activities provided $31,486,000 in 2013 compared to using $41,040,000 in 2012. The primary uses of cash in both 2013 and 2012 were regularly scheduled payments of long-term debt and capital lease obligations and capital lease buyouts. In December 2013, we borrowed an additional term loan of $60 million against our senior credit facility to finance the acquisition of BHH. We also originated fifty notes secured by aircraft during 2013 to finance lease buyouts, retire variable rate debt, and finance the acquisition of four aircraft. The notes have terms ranging from five to ten years and a weighted average fixed interest rate of 3.9%. In 2012 the payment of a special cash dividend of $91.6 million was funded by an additional $100 million term loan under our senior credit facility. Although our current intention is to retain any future earnings to finance the growth of our business rather than to pay dividends, we may consider the payment of dividends in the future. Our senior credit facility contains a covenant which restricts, but does not prohibit, the payment of dividends. Lease buy-outs of $51.2 million in 2012 were funded primarily through borrowings under our line of credit and cash from current operations. We also used additional draws against our line of credit to fund the purchase of Sundance on December 31, 2012.
 
Senior Credit Facility
 
In December 2013, we borrowed $60 million in the form of an additional term loan against our senior credit facility, primarily to fund the purchase of BHH. As of December 31, 2013, our senior credit facility consists of term loans with a balance of $332.5 million and $12 million outstanding against the $100 million revolving credit facility. Remaining available capacity on the revolving credit facility is $84.5 million and is reduced by three outstanding letters of credit totaling $3.5 million.
 
Borrowings under the credit facility are secured by substantially all of our accounts receivable, inventory, equipment, and general intangibles. Indebtedness under the credit facility has a first priority claim to the assets pledged to secure it. Quarterly principal payments began in 2013 as follows: 1.25% of total principal balance per quarter for quarters 1 – 8; 1.875% of total principal balance per quarter for quarters 9 – 16; and 2.5% of total principal balance per quarter for quarters 17 – 19. All remaining principal is due at the maturity date in December 2017 but can be prepaid at any time without penalty. Base Rate Loans (as defined in the Amended and Restated Revolving Credit, Term Loan and Security Agreement) bear interest at the greater of (i) prime or (ii) the federal funds rate plus 0.25% to 1.25%. The interest rate for LIBOR Rate Loans (as defined in the Amended and Restated
 
28
 

 

 
Revolving Credit, Term Loan and Security Agreement) is generally the LIBOR rate plus 1.25% to 2.25%. As of December 31, 2013, the interest rate on the term loans was 2.19% and on the revolving credit facility was 4.25%.
 
Subject to certain conditions, we may borrow an additional $40 million under the senior credit facility in the form of term or revolving loans. The maturity date and the interest rate on the additional borrowings would be the same as all other outstanding borrowings under the senior credit facility.
 
Payment obligations under the credit facility accelerate upon the occurrence of defined events of default, including the following: failure to pay principal or interest or to perform covenants under the credit facility or other indebtedness with outstanding obligations exceeding $3 million; events of insolvency or bankruptcy; failure to timely discharge judgments of $750,000 or more; failure to maintain the first priority status of liens under the credit facility; suspension of material governmental permits; a material adverse effect with respect to the Company; and a change of control in the Company.
 
The credit facility contains various covenants that limit, among other things, our ability to create liens, declare future dividends, make loans and investments, make any material change to the nature of its business, enter into any transaction with affiliates other than on arms’ length terms, enter into a merger or consolidation, or sell assets. We are required to maintain certain financial ratios as defined in the credit facility and other notes. As of December 31, 2013, we were in compliance with the covenants of the credit facility.
 
Critical Accounting Policies
 
Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
 
On an on-going basis, management evaluates our estimates and judgments, including those related to revenue recognition, deferred income taxes, and valuation of long-lived assets and goodwill. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which 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. Management believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of our consolidated financial statements.
 
Revenue Recognition
 
Revenue relating to tourism and charter flights is recognized upon completion of the services. Fixed contract revenue under our operating agreements with hospitals is recognized monthly over the terms of the agreements. Revenue relating to patient transports is recognized upon completion of the services and is recorded net of provisions for contractual discounts and estimated uncompensated care. Both provisions are estimated during the period related services are performed based on historical collection experience and any known trends or changes in reimbursement rate schedules and payer mix. The provisions are adjusted as required based on actual collections in subsequent periods. We have from time to time experienced delays in reimbursement from third-party payers. In addition, third-party payers may disallow, in whole or in part, claims for reimbursement based on determinations that certain amounts are not reimbursable under plan coverage, determinations of medical necessity, or the need for additional information. Laws and regulations governing Medicare and Medicaid programs are very complex and subject to interpretation. We also provide services to patients who have no insurance or other third-party payer coverage. There can be no guarantee that we will continue to experience the same collection rates that we have in the past. If actual future collections are more or less than those projected by management, adjustments to allowances for contractual discounts and uncompensated care may be required. Based on related patient transport revenue for the year ended December 31, 2013, a change of 100 basis points in the percentage of estimated contractual discounts and uncompensated care would have resulted in a change of approximately $18,593,000 in patient transport revenue.
 
29
 

 

 
Revenue related to fixed fee medical interior and products contracts is recorded as costs are incurred using the percentage of completion method of accounting. We estimate the percentage of completion based on costs incurred to date as a percentage of an estimate of the total costs to complete the project. Losses on contracts in process are recognized when determined. If total costs to complete a project are greater or less than estimated, the gross margin on the project may be greater or less than originally recorded under the percentage of completion method.
 
Deferred Income Taxes
 
In preparation of the consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as depreciable assets, for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheets. We then assess the likelihood that deferred tax assets will be recoverable from future taxable income in the respective federal or state jurisdiction as appropriate and record a valuation allowance for those amounts we believe are not likely to be realized. We consider estimated future taxable income, tax planning strategies, and the expected timing of reversals of existing temporary differences in assessing the need for a valuation allowance against deferred tax assets. Establishing or increasing a valuation allowance in a period increases income tax expense. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the valuation allowance would be charged to income in the period such determination was made. Likewise, should we determine that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to the valuation allowance would increase income in the period such determination was made. The effect on deferred income tax assets and liabilities of a change in statutory tax rates applicable to the Company is also recognized in income in the period of the change. We evaluate the recognition and measurement of uncertain tax positions based on the facts and circumstances surrounding the tax position and applicable tax law and other tax pronouncements. Changes in our estimates of uncertain tax positions would be recognized as an adjustment to income tax expense in the period of the change.
 
Long-lived Assets Valuation
 
In accounting for long-lived assets, we make estimates about the expected useful lives, projected residual values and the potential for impairment. Estimates of useful lives and residual values of aircraft are based upon actual industry experience with the same or similar aircraft types and anticipated utilization of the aircraft. Changing market prices of new and used aircraft, government regulations and changes in our maintenance program or operations could result in changes to these estimates. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. Our cash flow estimates are based on historical results adjusted for estimated current industry trends, the economy, and operating conditions.
 
Goodwill Valuation
 
The Company’s goodwill relates to nine acquisitions and has been allocated to our reporting units. We evaluate goodwill annually in accordance with ASU No. 2011-08, Testing for Goodwill Impairment, which allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Factors considered include overall economic conditions within our markets, access to capital, changes in the cost of operations, the financial performance of the Company, and change in our stock price during the year. Based upon our qualitative assessment of factors impacting the value of goodwill as of December 31, 2013, we determined that it was not likely that the fair value of any reporting unit was less than its carrying amount and that a quantitative assessment of goodwill was not necessary. Changes in these factors or a sustained decline in general economic conditions could change our conclusion regarding an impairment of goodwill and potentially result in a non-cash impairment loss in a future period.
 
30
 

 

 
 
In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which specifies the presentation in the balance sheet of an unrecognized tax benefit in the aforementioned circumstances. The ASU is effective for periods beginning after December 15, 2013. We do not expect the implementation of ASU No. 2013-11 to have a material effect on our financial position or results of operations because we do not currently have any unrecognized tax benefits.
 
ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. All of our sales and related receivables are payable in U.S. dollars. We are subject to interest rate risk on our debt obligations and notes receivable, all of which have fixed interest rates except our line of credit, which had a balance of $12,000,000 at December 31, 2013, and $333,786,000 in notes payable. Based on the amounts outstanding at December 31, 2013, the annual impact of a change of 100 basis points in interest rates would be approximately $3,458,000. Interest rates on these instruments approximate current market rates as of December 31, 2013.

 


Our cost of operations is also affected by changes in the price and availability of aircraft fuel. Generally, our AMS contract hospital customers pay for all fuel consumed in medical flights. Based on actual fuel usage for our patient transports and tourism flights for the year ended December 31, 2013, the impact on operating costs of an increase of 10% in the cost of aircraft fuel per hour flown would be approximately $3,177,000 for the year, exclusive of the impact of fuel derivative agreements. Flight volume for patient transports and tourism flights can vary due to weather conditions and other factors. Therefore, the impact of a change in fuel cost based on 2013 volume is not necessarily indicative of the impact on subsequent years or quarters. We had financial derivative agreements to protect against increases in the cost of Gulf Coast jet fuel above $3.55 per gallon for wholesale purchases in 2013, covering the majority of our fuel consumption for the year. In the first quarter of 2014, we entered into fuel derivatives to protect against increases in the cost of Gulf Coast jet fuel above $3.44 per gallon covering all of our anticipated fuel consumption for AMS operations in 2014.
 
ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
See Consolidated Financial Statements attached hereto.
 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.
 
31
 
 
 
ITEM 9A.  CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officers (referred to in this report as the Certifying Officers), as appropriate to allow timely decisions regarding required disclosure. Management, under the supervision and with the participation of the Certifying Officers, evaluated the effectiveness of disclosure controls and procedures as of December 31, 2013, pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of December 31, 2013, the Company’s disclosure controls and procedures were effective.
 
Changes in Internal Control over Financial Reporting
 
In the third quarter of 2013, we implemented a new software system for human resources and payroll processing. We will continue to integrate the software with our core processes, systems and controls in future quarters.
 
There were no significant changes in our internal control over financial reporting that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Management’s Report on Internal Control over Financial Reporting
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013, using criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As permitted by SEC guidance, management’s assessment of the effectiveness of the Company’s internal control over financial reporting excludes the evaluation of internal controls over financial reporting of BHH, which was acquired on December 13, 2013. BHH represents approximately $79.5 million of total assets as of December 31, 2013, and $2.8 million of revenue from December 13 through December 31, 2013.
 
Based on this assessment, management concluded that we maintained effective internal control over financial reporting as of December 31, 2013.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
 
KPMG LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2013, and their report is included herein.
 
ITEM 9B.  OTHER INFORMATION
 
None.

32
 

 

 
PART III
 
ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 
Our board of directors has adopted codes of ethics that apply to all of our directors, officers and employees, including our chief executive officer, chief financial officer and all of the finance team. The full text of our codes of ethics can be found on the investor relations page of our website at www.airmethods.com. We intend to disclose any changes in or waivers from the codes of ethics by posting such information on our corporate website or by filing a Current Report on Form 8-K.
 
The information required by this item is incorporated by reference from the Company’s Proxy Statement to be filed on or prior to April 30, 2014, for the Annual Meeting of Stockholders to be held in May 2014.
 
ITEM 11.   EXECUTIVE COMPENSATION
 
The information required by this item is incorporated by reference from the Company’s Proxy Statement to be filed on or prior to April 30, 2014, for the Annual Meeting of Stockholders to be held in May 2014.
 
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The information required by this item is incorporated by reference from the Company’s Proxy Statement to be filed on or prior to April 30, 2014, for the Annual Meeting of Stockholders to be held in May 2014.
 
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 
The information required by this item is incorporated by reference from the Company’s Proxy Statement to be filed on or prior to April 30, 2014, for the Annual Meeting of Stockholders to be held in May 2014.
 
ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
The information required by this item is incorporated by reference from the Company’s Proxy Statement to be filed on or prior to April 30, 2014, for the Annual Meeting of Stockholders to be held in May 2014.
 
33
 

 

 
PART IV
           
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
           
 
Documents filed as part of the report:
           
 
1.
Financial Statements included in Item 8 of this report:
           
   
Reports of Independent Registered Public Accounting Firm
   
Consolidated Balance Sheets, December 31, 2013 and 2012
   
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012, and 2011
   
Consolidated Statements of Stockholders Equity for the years ended December 31, 2013, 2012, and 2011
   
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012, and 2011
   
Notes to Consolidated Financial Statements
           
 
2.
Financial Statement Schedules included in Item 8 of this report:
           
   
Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2013, 2012, and 2011
           
   
All other supporting schedules have been omitted because the information required is included in the financial statements or notes thereto or have been omitted as not applicable or not required.
           
 
3.
Exhibits:
 
 
Exhibit
     
 
Number
 
Description of Exhibits
 
         
 
3.1
   
Certificate of Incorporation1
         
 
3.2
   
Amendments to Certificate of Incorporation2
         
 
3.3
   
Amendment to Certificate of Incorporation, effective June 18, 20103
         
 
3.4
   
Amendment to Certificate of Incorporation, effective December 14, 20124
         
 
3.5
   
By-Laws as Amended5
         
 
3.6
   
First Amended and Restated Bylaws of Air Methods Corporation6
         
 
4.1
   
Specimen Stock Certificate7
         
 
10.1
   
Second Amended and Restated Air Methods Corporation 2006 Equity Compensation Plan8
           
 
10.2
   
Form of Restricted Stock Grant Agreement9
           
 
10.3
   
Form of Non-Qualified Stock Option Agreement10
           
 
10.4
   
Form of Incentive Stock Option Agreement10
           
 
10.5
   
Amended and Restated Employment Agreement between the Company and Aaron D. Todd, dated September 24, 201211
 
IV-1
 

 

 
       
 
10.6
 
Amended and Restated Employment Agreement between the Company and Michael D. Allen, dated September 24, 201211
       
 
10.7
 
Amended and Restated Employment Agreement between the Company and Trent J. Carman, dated September 24, 201211
       
 
10.8
 
Amended and Restated Employment Agreement between the Company and Sharon J. Keck, dated September 24, 201211
       
 
10.9
 
Amended and Restated Employment Agreement between the Company and Crystal Gordon, dated September 24, 2012
       
 
10.10
 
Employment Agreement between the Company and David M. Doerr, dated October 21, 2013
       
 
10.11
 
Second Amended and Restated Revolving Credit, Term Loan and Security Agreement dated December 13, 2013, among Air Methods Corporation and its subsidiaries; certain lender parties named therein; KeyBank National Association, as Administrative Agent for the lenders, Lead Arranger and Sole Book Runner; PNC Bank, National Association, as Joint Lead Arranger and Documentation Agent; BBVA Compass Bank, as Joint Lead Arranger and Co-Syndication Agent; and Bank of America, N.A., as Joint Lead Arranger and Co-Syndication Agent12
       
 
10.12
 
Air Methods Corporation Performance Pay Plan, adopted by the Company’s Board of Directors on September 30, 2011, as approved by the Company’s stockholders at the 2012 Annual Meeting13
       
 
10.13
 
2011-2014 Bonus Program adopted by the Company’s Board of Directors on September 30, 2011, as approved by the Company’s stockholders at Company’s 2012 Annual Meeting13
       
 
10.14
 
Air Methods Corporation 2012-2014 Bonus Program, adopted September 25, 201211
       
 
10.15
 
Stock Purchase Agreement by and among Air Methods Corporation, Sundance Helicopters, Inc., the sellers listed on Exhibit A thereto and for purposes of Article IX, the guarantors party thereto, dated December 20, 2012.15
       
 
10.16
 
Collective Bargaining Agreement by and between the Office and Professional Employees International Union, Local 109, and Air Methods Corporation, effective December 15, 201114
       
 
21
 
Subsidiaries of Registrant
       
 
23
 
Consent of KPMG LLP
       
 
31.1
 
Chief Executive Officer Certification adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       
 
31.2
 
Chief Financial Officer Certification adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       
 
32
 
Certification adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       
 
IV-2
 

 

 
       
 
101.INS
XBRL Instance Document
       
 
101.SCH
XBRL Taxonomy Extension Schema Document
       
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
       
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
       
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 

 
1
Filed as an exhibit to the Company’s Registration Statement on Form S-1 (Registration No. 33-15007), as declared effective on August 27, 1987, and incorporated herein by reference.
   
2
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1992, and incorporated herein by reference.
   
3
Filed as an exhibit to the Company’s Current Report on Form 8-K dated June 14, 2010, and incorporated herein by reference.
   
4
Filed as an exhibit to the Company’s Current Report on Form 8-K dated December 17, 2012, and incorporated herein by reference.
   
5
Filed as an exhibit to the Company’s Current Report on Form 8-K dated June 20, 2006, and incorporated herein by reference.
   
6
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, and incorporated herein by reference.
   
7
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1992, and incorporated herein by reference.
 
 
8
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and incorporated herein by reference.
   
9
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference.
   
10
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and incorporated herein by reference.
   
11
Filed as an exhibit to the Company’s Current Report on Form 8-K dated September 28, 2012, and incorporated herein by reference.
 
IV-3
 

 

 
   
12
Filed as an exhibit to the Company’s Current Report on Form 8-K dated December 13, 2013, and incorporated herein by reference.
   
13
Filed as an exhibit to the Company’s Current Report on Form 8-K dated September 28, 2012, and incorporated herein by reference.
   
14
Filed as an exhibit to the Company’s Current Report on Form 8-K dated December 21, 2011, and incorporated herein by reference.
   
15
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and incorporated herein by reference.
 
 
IV-4
 

 

 
 
Pursuant to the requirements 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.
           
        AIR METHODS CORPORATION  
           
Date:
March 3, 2014
 
By: 
/s/ Aaron D. Todd   
       
Aaron D. Todd
 
       
Chief Executive Officer
 
 
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 in the capacities and on the date indicated.
           
/s/ Aaron D. Todd
 
Chief Executive Officer and Director
 
March 3, 2014
 
Aaron D. Todd
         
           
/s/ Trent J. Carman
 
Chief Financial Officer and Treasurer
 
March 3, 2014
 
Trent J. Carman
 
 
     
           
/s/ Sharon J. Keck
 
Chief Accounting Officer
 
March 3, 2014
 
Sharon J. Keck
         
           
/s/ C. David Kikumoto
 
Chairman of the Board
 
March 3, 2014
 
C. David Kikumoto
         
           
/s/ George W. Belsey
 
Director
 
March 3, 2014
 
George W. Belsey
         
           
/s/ Ralph J. Bernstein
 
Director
 
March 3, 2014
 
Ralph J. Bernstein
         
           
/s/ Mark D. Carleton
 
Director
 
March 3, 2014
 
Mark D. Carleton
         
           
/s/ John J. Connolly
 
Director
 
March 3, 2014
 
John J. Connolly
         
           
/s/ Jeffrey A. Dorsey
 
Director
 
March 3, 2014
 
Jeffrey A. Dorsey
         
           
/s/ Carl H. McNair, Jr.
 
Director
 
March 3, 2014
 
Carl H. McNair, Jr.
         
           
/s/ Lowell D. Miller, Ph.D.
 
Director
 
March 3, 2014
 
Lowell D. Miller, Ph.D.
         
           
/s/ Morad Tahbaz
 
Director
 
March 3, 2014
 
Morad Tahbaz
         
 
IV-5
 

 

 
AIR METHODS CORPORATION
AND SUBSIDIARIES
       
 
Table of Contents
   
       
       
Independent Registered Public Accounting Firm’s Reports  
F-1
       
Consolidated Financial Statements
   
       
 
Consolidated Balance Sheets,
   
 
December 31, 2013 and 2012
 
F-3
       
 
Consolidated Statements of Comprehensive Income,
   
 
Years Ended December 31, 2013, 2012, and 2011
 
F-5
       
 
Consolidated Statements of Stockholders’ Equity,
   
 
Years Ended December 31, 2013, 2012, and 2011
 
F-6
       
 
Consolidated Statements of Cash Flows,
   
 
Years Ended December 31, 2013, 2012, and 2011
 
F-7
       
 
Notes to Consolidated Financial Statements,
   
 
December 31, 2013 and 2012
 
F-9
       
Schedules
   
       
 
II – Valuation and Qualifying Accounts
   
 
Years Ended December 31, 2013, 2012, and 2011
 
F-31
 
All other supporting schedules are omitted because they are inapplicable, not required, or the information is presented in the consolidated financial statements or notes thereto.
 
IV-6
 

 

 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Stockholders
Air Methods Corporation:
 
We have audited the accompanying consolidated balance sheets of Air Methods Corporation and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013. In connection with our audits of the consolidated financial statements, we also have audited financial statement Schedule II – Valuation and Qualifying Accounts. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Air Methods Corporation and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Air Methods Corporation’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 3, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
   
 
/s/ KPMG LLP
 
Denver, Colorado
March 3, 2014
 
F-1
 

 

 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Stockholders
Air Methods Corporation:
 
We have audited Air Methods Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, Air Methods Corporation and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
The Company acquired Blue Hawaiian Helicopters (BHH) during 2013, and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2013, BHH's internal control over financial reporting associated with total assets of $79.5 million and total revenues of $2.8 million included in the consolidated financial statements of the Company and subsidiaries as of and for the year ended December 31, 2013. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of BHH.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Air Methods Corporation and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated March 3, 2014 expressed an unqualified opinion on those consolidated financial statements.
   
 
/s/ KPMG LLP
 
Denver, Colorado
March 3, 2014
 
F-2
 

 

 
AIR METHODS CORPORATION
AND SUBSIDIARIES
 
Consolidated Balance Sheets
December 31, 2013 and 2012
(Amounts in thousands, except share and per share amounts)
 
 
   
2013
   
2012
 
Assets
           
             
Current assets:
           
Cash and cash equivalents
  $ 9,862       3,818  
Receivables:
               
Trade, net (note 3 and 6)
    237,856       232,929  
Refundable income taxes
    11,863       3,944  
Other
    953       2,842  
      250,672       239,715  
                 
Inventories (note 6)
    47,804       40,789  
Work-in-process on medical interiors and products contracts
    5,313       2,335  
Assets held for sale
    5,103       9,290  
Costs and estimated earnings in excess of billings on uncompleted contracts (note 4)
    2,888       585  
Refundable deposits
    8,459       2,149  
Prepaid expenses and other current assets (note 5)
    10,449       8,124  
                 
Total current assets
    340,550       306,805  
                 
Property and equipment (notes 6 and 7):
               
Land
    251       251  
Flight and ground support equipment
    584,059       417,303  
Aircraft under capital leases
    246,752       343,079  
Aircraft rotable spare parts
    41,391       54,176  
Buildings and office equipment
    51,601       44,785  
      924,054       859,594  
Less accumulated depreciation and amortization
    (259,212 )     (262,356 )
                 
Net property and equipment
    664,842       597,238  
                 
Goodwill (note 2)
    128,121       120,029  
Intangible assets, net of accumulated amortization of $13,397 and $8,019 at December 31, 2013 and 2012, respectively (note 2 and 6)
    88,215       66,817  
Other assets
    30,813       27,974  
                 
Total assets
  $ 1,252,541       1,118,863  
 
(Continued)
 
F-3
 

 


AIR METHODS CORPORATION
AND SUBSIDIARIES
 
Consolidated Balance Sheets, Continued
December 31, 2013 and 2012
(Amounts in thousands, except share and per share amounts)
 
 
   
2013
   
2012
 
Liabilities and Stockholders Equity
           
             
Current liabilities:
           
Notes payable
  $ 2,616       3,570  
Current installments of long-term debt (note 5 and 6)
    39,415       23,796  
Current installments of obligations under capital leases (note 7)
    29,116       39,343  
Accounts payable
    20,431       15,847  
Deferred revenue
    3,463       4,506  
Billings in excess of costs and estimated earnings on uncompleted contracts (note 4)
    2,232       392  
Accrued wages and compensated absences
    24,346       21,614  
Due to third party payers
    7,789       6,426  
Deferred income taxes (note 11)
    13,748       11,797  
Other accrued liabilities
    19,162       16,161  
                 
Total current liabilities
    162,318       143,452  
                 
Long-term debt, less current installments (note 5 and 6)
    477,038       380,682  
Obligations under capital leases, less current installments (note 7)
    131,249       200,337  
Deferred income taxes (note 11)
    86,131       61,684  
Other liabilities (note 7)
    19,733       33,098  
                 
Total liabilities
    876,469       819,253  
                 
Redeemable non-controlling interests (note 2)
    8,113       --  
                 
Stockholders’ equity (notes 8 and 9):
               
Preferred stock, $1 par value. Authorized 15,000,000 shares,
               
none issued
    --       --  
Common stock, $.06 par value. Authorized 70,500,000 shares; issued  39,301,407 and 38,967,105 shares at December 31, 2013 and 2012, respectively; outstanding 39,064,437 and 38,761,462 shares at December 31, 2013 and 2012, respectively
      2,343         2,324  
Additional paid-in capital
    112,890       104,585  
Retained earnings
    253,098       192,701  
Accumulated other comprehensive loss
    (372 )     --  
Total stockholders’ equity
    367,959       299,610  
Commitments and contingencies (notes 6, 7, 12, and 13)
               
Total liabilities and stockholders’ equity
  $ 1,252,541       1,118,863  
 
See accompanying notes to consolidated financial statements.
 
F-4
 

 

 
AIR METHODS CORPORATION
AND SUBSIDIARIES
 
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2013, 2012, and 2011
(Amounts in thousands, except share and per share amounts)
 
 
   
Year Ended December 31
 
   
2013
   
2012
   
2011
 
Revenue:
                 
Patient transport revenue, net of provision for contractual discounts (note 3)
  $ 971,535       910,939       625,182  
Provision for uncompensated care (note 3)
    (383,636 )     (320,221 )     (208,888 )
Patient transport revenue, net
    587,899       590,718       416,294  
Air medical services contract revenue (note 10)
    204,512       224,956       206,935  
Tourism and charter revenue
    56,591       --       --  
Medical interiors and products revenue
    24,305       28,832       30,462  
Dispatch and billing service revenue
    8,294       6,306       6,858  
      881,601       850,812       660,549  
Operating expenses:
                       
Flight centers
    347,781       322,168       260,363  
Aircraft operations (note 5)
    150,554       151,200       125,892  
Tourism operating expenses
    38,606       --       --  
Cost of medical interiors and products sold
    23,363       21,236       21,800  
Cost of dispatch and billing services
    7,407       4,699       4,338  
Depreciation and amortization
    79,655       82,524       72,877  
Loss on disposition of assets, net
    519       1,329       644  
General and administrative
    113,035       97,324       81,162  
      760,920       680,480       567,076  
Operating income
    120,681       170,332       93,473  
                         
Other income (expense):
                       
Interest expense
    (20,323 )     (20,651 )     (20,072 )
Other, net
    1,136       3,263       3,901  
Income before income taxes
    101,494       152,944       77,302  
Income tax expense (note 11)
    (39,425 )     (59,792 )     (30,728 )
Net income
    62,069       93,152       46,574  
Less net loss attributable to redeemable non-controlling interests
    (270 )     --       --  
                         
Net income attributable to Air Methods Corporation and subsidiaries
  $ 62,339       93,152       46,574  
                         
Other comprehensive income (loss), net of income taxes: