8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2011

AIR METHODS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	0-16079	84-0915893
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

7301 South Peoria, Englewood, Colorado	80112
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (303) 792-7400

Not Applicable

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.02(a)  Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

As previously announced, Air Methods Corporation (the “Company”) was waiting for a response from the U.S. Securities and Exchange Commission’s Office of the Chief Accountant (the “SEC”) to its inquiry regarding the appropriate GAAP interpretation of the maximum amount that the Company could be required to pay as described in ASC 840-10-25-14, in the event of a non-performance-related default, for purposes of evaluating lease classification.  On November 18, 2011, the SEC indicated that it disagreed with the Company’s past interpretation of the “maximum amount” that it could be required to pay in the event of a subjectively determined default in the Company’s aircraft leases.  As a result, most of the Company’s aircraft leases previously classified as operating leases will now be classified as capital leases in the Company’s consolidated financial statements.

Based on the SEC’s response, on November 18, 2011, management concluded, after discussion with KPMG LLP, the Company’s independent registered public accounting firm, that the Company should restate its consolidated balance sheets as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2010 included in the Company’s December 31, 2010 Annual Report on Form 10-K and the consolidated interim financial statements included in the Company’s Forms 10-Q as of and for the quarter and year to date periods ended March 31, 2011; June 30, 2011 and September 30, 2011, and related 2010 comparative prior quarter and year to date periods included in those Form 10-Q’s, and accordingly, those financial statements should no longer be relied upon.

The Audit Committee of the Board of Directors and members of the Company’s management have discussed the matters disclosed in this Item 4.02(a) with KPMG LLP. The Company intends to file amended Quarterly Reports on Form 10-Q/A as of and for the quarter and year to date periods, including the 2010 comparative prior year periods ended March 31, 2011; June 30, 2011 and September 30, 2011; and amended results for the consolidated balance sheets as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2010 (reported within its Form 10-K for fiscal year 2010) before the end of December 2011 or as soon practicable thereafter.  In addition, the Company will be filing an amendment to its Form 8-K/A filed on October 17, 2011 to include the consolidated financial statements of OF Air Holdings Corporation, the consent of its independent registered public accounting firm, and to adjust the pro forma financial statements included therein as a result of the restated Air Methods Corporation financial statements.

Management has considered, and is continuing to evaluate, the effect of  the restatement on the Company’s prior conclusions of the adequacy of its internal control over financial reporting and disclosure controls and procedures as of the end of each of the applicable restatement periods. The Company will amend any disclosures pertaining to its evaluation of such controls and procedures as appropriate in connection with filing the amendments to its Form 10-K for the year ended December 31, 2010 and Forms 10-Q for the quarters ended March 30, 2011; June 30, 2011, and September 30, 2011.

Item 7.01  Regulation FD Disclosure.

A copy of the press release announcing the restatement of the Company’s financials is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

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The information in this Item 7.01, including the information set forth in Exhibit 99.1, shall neither be deemed “filed” for purposes of Section 18 of the Exchange Act nor incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01  Financial Statements and Exhibits

(d)      Exhibits

Exhibit No. Description

99.1  Press Release dated November 22, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AIR METHODS CORPORATION
Date:  November 22, 2011	By:	/s/ Trent J. Carman
		Trent J. Carman,
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release dated November 22, 2011.

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EX-99.1

Exhibit 99.1

The #1 Airborne Healthcare Company

Air Methods Announces Receipt of SEC Guidance Related to the

Company’s Accounting for Aircraft Leases

DENVER, CO., November 22, 2011 – Air Methods Corporation (Nasdaq: AIRM) announced today that the Company will restate its financial results after receiving a response from the U.S. Securities and Exchange Commission (SEC).  The SEC responded to the Company’s previous request for guidance concerning the appropriate GAAP interpretation of the maximum amount that the Company could be required to pay as described in ASC 840-10-25-14, in the event of a non-performance-related default. As a result of the restatement, most of the Company’s aircraft leases previously classified as operating leases will now be classified as capital leases in the Company’s consolidated financial statements. The periods covered by the restatement are the year ended December 31, 2010 and the quarters ended March 31, 2011; June 30, 2011 and September 30, 2011.  The Company expects to file the restated financial statements before the end of December 2011 or as soon as practicable thereafter.

Based on the Company’s preliminary calculations, the Company expects the earnings per share for fiscal year 2010 and the nine-month period ended September 30, 2011 to decrease from $3.50 to approximately $3.37 and $2.70 to approximately $2.66, respectively.  Earnings before interest, taxes, depreciation and amortization (EBITDA) for fiscal year 2010 and the nine-month period ended September 30, 2011 is expected to increase by $48 million and $36 million, respectively, while capital lease obligations as of September 30, 2011 are expected to increase by approximately $263 million.   KPMG LLP, the Company’s independent registered public accounting firm, and management are still in the process of reviewing these adjustments and therefore these amounts could change.

Aaron Todd, Air Methods chief executive officer, stated, “We are respectful of the guidance we have just received from the SEC and will promptly adjust our accounting methodology to conform to this guidance.  While these changes will result in slight reductions in earnings per share (less than 4% for fiscal year 2010), the increase in EBITDA compared with the increase in capital lease obligations should more appropriately reflect the Company’s enterprise value when computed based on multiples of EBITDA.”

Additional information regarding the restatement is included in the Form 8-K filed by the Company on November 22, 2011 with the U.S. Securities and Exchange Commission.

Air Methods Corporation (www.airmethods.com) is a leader in emergency aeromedical transportation and medical services. The Hospital Based Services Division is the largest provider of air medical transport services for hospitals. The Community Based Services Division is one of the largest community-based providers of air medical services. Products Division specializes in the design and manufacture of aeromedical and aerospace technology. Air Methods’ fleet of owned, leased or maintained aircraft features over 400 helicopters and fixed wing aircraft.

Forward Looking Statements: Forward-looking statements in this news release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding anticipated timing of filing the restated financial statements, the estimated amounts to be restated and the estimated impact on EBITDA, lease expense and capital lease obligations.  Actual results could differ materially from those currently anticipated due to a number of factors, including, but not limited to, review of the Company’s financial statements by an independent registered public accounting firm; the Company’s ability to regain compliance with Nasdaq listing rules and other matters set forth in the Company’s filings with the SEC. The Company is under no obligation (and expressly disclaims any obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACTS:  Aaron D. Todd, Chief Executive Officer, (303) 792-7413. Please contact Christine Clarke at (303) 792-7579 to be included on the Company’s fax and/or mailing list.