10-K 1 t81389_10k.htm FORM 10-K



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

 
FORM 10-K
 
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended                               December 31, 2014
 
OR
 
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   No  
 
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   No  
 
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    No  
 
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  No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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.
 
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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated Filer Accelerated Filer
Non-accelerated Filer   (Do not check if a smaller reporting company) Smaller reporting company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No  
 
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: $1,843,834,000
 
The number of outstanding shares of Common Stock as of February 20, 2015, was 39,263,952.
 
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 2015 annual meeting of stockholders.
 


 
 

 

 
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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, 2014, our Air Medical Services (AMS) Division provided air medical transportation services in 41 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.
 
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 from our community-based services consists of flight fees billed directly to patients, their insurers, or governmental agencies. In the period that services are provided and based upon historical experience, we record a significant provision for uncompensated care related to uninsured patients who will be unable to pay for the services provided and a provision for contractual discounts related to Medicare and Medicaid transports. The provisions are adjusted as required based on actual collections in subsequent periods. 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 from our hospital-based services 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 363 helicopters and 27 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 patient transfer center services to outside third parties.

Our patient transfer service center in Omaha, Nebraska, facilitates the transfer of patients between sending and receiving hospitals pursuant to service contracts. Our personnel coordinate the exchange of information between physicians, other members of hospital medical teams, and ground and air transportation providers to facilitate the transfer of patients. We also provide logistics data to our customers for use in trending and customized reports regarding patient movement.
 
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In 2014 we opened nineteen new community-based locations, including nine resulting from the conversion of hospital contracts, and closed nine due to insufficient flight volume. We also began operations under a new three-year AMS contract in Haiti. Two of our hospital customers expanded service areas, resulting in two new bases of operation. Twenty-one AMS contracts were due for renewal in 2014, sixteen of which were renewed. Four contracts converted to independent operations, and one customer chose not to renew its contract upon expiration in 2014.

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 health care 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 56 helicopters under three 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 Blue Hawaiian Helicopters (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 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 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.
 
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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 and certification services pursuant to its Parts Manufacturer Approvals (PMA’s) and ISO9001:2000 (Quality Systems) certification. A significant portion of UR Division’s revenue has historically been generated from contracts with the U.S. government, including contracts to manufacture interiors for the U.S. Army’s HH-60M helicopter.

We maintain patents covering several products, including the Articulating Patient Loading System 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. Through 2014 we have completed 50 units under this contract and are scheduled to deliver 24 units in 2015. As of December 31, 2014, other projects in process included five aircraft interiors for commercial customers. Deliveries under all contracts in process or received as of December 31, 2014, are expected to be completed in 2015, with the exception of HH-60M deliveries which will extend through 2017, and remaining revenue for all contracts is estimated at $18.4 million as of December 31, 2014, compared to a backlog of $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 Helicopter, Inc. (Bell) and Airbus Helicopters (Airbus) aircraft, we believe that we have demonstrated the ability to compete on the basis of each of these factors.


As of December 31, 2014, we had 4,303 full time and 253 part time employees, comprised of 1,289 pilots; 891 aviation machinists, airframe and power plant (A&P) engineers, and other manufacturing and maintenance positions; 1,245 flight nurses and paramedics; 286 dispatch and transfer center personnel; and 845 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 Federal Aviation Administration (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 are covered under a collective bargaining agreement (CBA) which is effective through December 31, 2016.
 

The health care 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.

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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.

In the first quarter of 2014, the FAA issued a final rule that requires air medical helicopter operators to follow stricter flight rules and procedures, enhance pre-flight and in-flight communications, and install certain on-board safety equipment. Compliance with the requirements will be phased in over a period of four years. Members of the air medical helicopter industry are working in cooperation with the FAA to, among other things, clarify the intent of certain requirements set forth in the final rule. Although we are in compliance with certain requirements contained in the rule and we intend to comply with the other requirements in this rule, our aviation operations may experience an incremental impact as a result of compliance with the rule. The extent of such impact depends upon the final interpretation and language of certain provisions in the rule. At this time, we anticipate that the operations that may experience the greatest incremental impact as a result of the rule include, among others, our operational control processes, maintenance oversight procedures, and pilot flight and duty times.

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, 2014, we are not aware of any foreign person who holds more than 5% of our outstanding Common Stock.

Health Care Regulation

Under extensive health care 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.
 
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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.
 
The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (PPACA), were signed into law on March 23, 2010, and are dramatically changing how health care services are covered, delivered and reimbursed. PPACA’s key goals include decreasing the number of uninsured Americans and reducing 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. As discussed below, PPACA also includes provisions that expand and increase the government’s ability to audit, investigate and combat health care program fraud, abuse and waste.

On June 28, 2012, upon the basis of Congress’ taxing power, the Supreme Court upheld the constitutionality of the requirement in PPACA that individuals maintain health insurance or pay a penalty. The Supreme Court also upheld the PPACA provision expanding Medicaid eligibility to new populations, but only if the expansion of the Medicaid program is optional for the states. States that choose not to expand their Medicaid programs to newly eligible populations in PPACA can lose only the new federal Medicaid funding in PPACA but not their eligibility for existing federal Medicaid matching payments. Although to date 28 states and the District of Columbia have announced their intention to expand their Medicaid programs and several more are considering expansion, approximately 15 states, including states in which we do business, have announced that they will not expand, are leaning toward not expanding, or are still undecided. As there is no deadline for states to implement the Medicaid expansion, it is unclear at this time how many states will ultimately expand their Medicaid programs under PPACA.

We believe that upholding the current PPACA law means that there is an increased likelihood that more people in the U.S. marketplace will have access to health insurance benefits. However, the pricing for covered services under those health insurance benefits and the effect of the law in states that do not expand their Medicaid programs are still unclear. Further, it is unclear whether additional legal challenges to the health care reform law or changes to the controlling party in Congress may affect the law’s implementation or impact on insurance coverage rates across the country. The Supreme Court is expected to rule in June 2015 on a challenge to the provision of federal subsidies to individuals who purchase health insurance through a federally-facilitated exchange.

Some states also have similar health care reform legislative initiatives pending. Both federal and state changes to the health care system may put pressure on our operations and financial condition. Further, despite these expansions in coverage, reductions in the growth of Medicare reimbursement pursuant to PPACA may adversely affect our net patient transport revenue over time.

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.

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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.

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 and financial condition 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.
 
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Our results of operations fluctuate due to seasonality and other factors associated with the air medical industry. Almost all patient transport revenue and approximately 20% of AMS contract revenue are dependent upon flight volume. Approximately 16% of AMS operating costs incurred during 2014 also varied 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 expanded access to the service in rural and suburban areas but generally decreased flight volume per aircraft. 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.
 
We depend on reimbursement by third-party payers, as well as payments by individuals, which could lead to delays and uncertainties in the reimbursement rate and process. 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 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. The collection rate may also be adversely affected by market and cost factors as well as other factors over which we have no control, including future changes to the Medicare and Medicaid payment systems and cost containment and utilization decisions of third-party payers. Changes in the cost of health care and health insurance, as well as economic pressures on employers and private insurance payers, also impact our collection rate. As the cost of health care 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 $15.5 million to $16.5 million in pre-tax operating results. Similar to Medicaid reimbursement rates, Medicare rates are also less than the cost of providing air medical transportation, and 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 health care reform or other forces result in a reversal of the trend away from insurance coverage, reimbursement rates may increase. Consolidation of insurance payers and health care 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 certain insurance companies have not increased their reimbursement rates proportionately with recent price increases to the same extent they did with previous price increases, we have not yet experienced significant increased limitations in the amount reimbursed by private insurers taken as a whole. Continued price increases may cause insurance companies to limit coverage for air medical transport to
 
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amounts less than our historical collection rates. There is no assurance that we will be able to maintain historical collection rates after the implementation of price increases for patient transports.
 
Providers in the health care industry have been the subject of federal and state investigations, and we may become subject to investigations in the future. 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 health care 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 health care 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.

We are unable to predict the impact of PPACA, which represents significant change across the health care industry. 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 health care 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.

If we are not able to find suitable acquisition candidates or successfully integrate completed acquisitions into our current operations, we may not be able to profitably grow or operate our company. We expect to continue to seek opportunities to grow through attractive acquisitions. However, acquisitions present a number of challenges, including significant effort to assimilate 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 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 operations may be adversely impacted by weather, global economic conditions and reliance on third-party booking agencies. All tourism revenue is dependent upon flight volume but approximately only 28% of our tourism operating expenses incurred during the year ended December 31, 2014, varied 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 30% of Sundance’s bookings originate with one online booking company. Termination of this contract may negatively impact the number of reservations booked with Sundance.
 
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Our business relies extensively on two key third-party suppliers for aircraft and aircraft parts. Failure of these parties to perform as expected, or interruptions in our relationships with these suppliers or their provision of services to us, could have an adverse effect on our financial position and results of operations. We currently obtain a substantial portion of our helicopter spare parts and components from Airbus and Bell and maintain supply arrangements with other parties for our engine and related dynamic components. As of December 31, 2014, Airbus aircraft comprise 80% 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, including competitive pressures within our tourism operations.

The market for sale of secondary used aircraft is limited and we may not realize the full value of our long-lived assets, resulting in impairment charges or losses upon disposition. 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.

Union disputes, employee strikes or slowdowns, and other labor-related disruptions could adversely affect our operations and result in increased cost of operations. Our AMS pilots have been represented by a collective bargaining unit since September 2003, and the current CBA is effective through December 31, 2016. 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. Tourism pilots are not currently subject to the CBA. 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. If we are unable to reach agreement with any of our unionized work groups on future negotiations regarding the terms of their CBA’s or if additional segments of our workforce become unionized, we may be subject to work interruptions or stoppages, subject to the requirements of the National Labor Relations Act or other applicable laws. Strikes or labor disputes with our unionized employees may adversely affect our ability to conduct business.

Our AMS and Tourism operations are highly competitive. Competition presents an ongoing threat to the success of our businesses. We face significant competition from several national and regional air medical transportation providers for contracts with hospitals and other health care institutions. A number of hospitals and health care 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, preferred provider agreements, or market share in the future.
 
 
Our Tourism Division faces 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.

9
 

 

 
Sundance maintains a strategic partnership, the loss of which would materially disrupt its operations and adversely impact its financial position. 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.
 
Future changes in airport access could limit tourism flight volume. 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.

Increases in insurance costs or reductions in insurance coverage may materially and adversely impact our results of operations and financial position. 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 established adequate reserves to fund existing and future claims. The number of air medical or tourism 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 41% of any increases in hull and liability insurance for our AMS operations may be passed through to our AMS contract customers according to contract terms.

We could experience adverse publicity, harm to our brand, reduced requests or bookings, and potential tort liability as a result of an accident or incident involving our aircraft, which may cause a material adverse effect on our results of operations or financial position. An accident, catastrophe, or incident involving an aircraft that we operate could have a material adverse effect on our operations if such accident or incident created a public perception that our operations are not safe or reliable or that our operations are less safe or reliable than other air medical or tourism operators. Such public perception could in turn result in adverse publicity, cause harm to our brand, and reduce requests or bookings for AMS operations and Tourism operations, respectively. In addition, any such accident or incident could expose us to significant tort liability. Although we currently maintain liability insurance in amounts and of the type we believe to be consistent with industry practice to cover damages arising from any such accident, if our liability exceeds the applicable policy limits, we could incur substantial losses from an accident, catastrophe, or incident which may result in a material adverse effect on our results of operations or financial position.
 
10
 

 

 
Volatility in fuel prices or significant disruptions in the supply of aircraft fuel could have a material adverse impact on our cost of operations and profitability. Fuel accounted for 3.9% of total AMS operating expenses and 11.8% of Tourism operating expenses for the year ended December 31, 2014. 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 2014, fuel derivatives covered the majority of our fuel consumption, and in the first quarter of 2015, we entered into fuel derivatives to protect approximately 75% of our anticipated fuel consumption for 2015 against upward movements in price exceeding 20%.
 
If we are unable to effectively compete for the employees needed to run our operations, our business would be adversely affected. 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.

Restrictive covenants in our debt agreements could limit our financial and operational flexibility. 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.

Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information, and adversely impact our reputation and results of operations. 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 be 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 reputational damage, fines, litigation, or negative publicity.
 
11
 

 

 
Extensive government regulation could increase our operating costs and restrict our ability to conduct our business. 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 or all of our operations. By way of example and not limitation, we currently have flyover rights granted by the United States National Park Service to conduct aerial tours over 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.
 
We have substantial indebtedness outstanding and may incur additional indebtedness in the future. Such indebtedness could also adversely affect our ability to pursue desirable business opportunities. We are obligated under debt facilities and capital lease arrangements providing for up to $733.2 million of indebtedness, of which $633.2 million was outstanding at December 31, 2014, and operating lease obligations which total $39.6 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.

Our articles of incorporation do not currently restrict a foreign person from owning greater than 25% of our common stock. In the event a foreign person acquired greater than 25% of our common stock, our air operating certificate may be revoked. 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, 2014, 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.

12
 

 

 
ITEM 2.  PROPERTIES
 

Our headquarters, which serves all segments of our operation, consists of approximately 116,000 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 2025 for approximately 29,800 square feet of office space in San Bernardino, California, for our medical billing department and through February 2021 for approximately 39,000 square feet of office space in Omaha, Nebraska, for our communications, dispatch, and patient transfer service centers. 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.


As of December 31, 2014, our aircraft fleet consisted of 280 Company-owned aircraft and 111 leased aircraft, as well as 57 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 407
    45       9       --       54  
Airbus AS 350
    94       5       26       125  
Airbus EC 130
    38       1       30       69  
Total Single-Engine
    177       15       56       248  
Twin-Engine Helicopters:
                               
Bell 222
    3       --       --       3  
Bell 412
    4       --       --       4  
Bell 429
    2       1       --       3  
Bell 430
    --       3       --       3  
Airbus AS 365
    --       4       --       4  
Airbus BK 117
    32       2       --       34  
Airbus EC 135
    77       7       --       84  
Airbus EC 145
    8       12       --       20  
Boeing MD 902
    1       1       --       2  
Agusta 109
    5       2       --       7  
Agusta 119
    1       6       --       7  
Total Twin-Engine
    133       38       --       171  
Total Helicopters
    310       53       56       419  
                                 
Airplanes:
                               
Cessna
    --       --       2       2  
King Air B 100
    1       --       --       1  
King Air B 200
    2       1       --       3  
Pilatus PC 12
    16       3       --       19  
Lear Jet
    4       --       --       4  
Total Airplanes
    23       4       2       29  
TOTALS
    333       57       58       448  
 
13
 

 


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.
 
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.
 
 
None.
 
14
 

 

 


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.

Year Ended December 31, 2014
             
Common Stock
 
High
   
Low
 
             
First Quarter
  $ 57.85     $ 50.35  
Second Quarter
    56.58       45.30  
Third Quarter
    59.81       49.96  
Fourth Quarter
    56.85       41.08  
                 
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  

As of February 20, 2015, there were approximately 180 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. For the past two fiscal years, we have not paid any cash dividends on our common stock. 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.

We did not repurchase any shares of our common stock in 2014.
 
15
 

 

Stock Performance Graph

The following graph compares our cumulative total stockholder return for the period from December 31, 2009 through December 31, 2014, against the Standard & Poor’s 500 Index (S&P 500) and peer group companies in industries similar to those of the Company. In 2014, we changed our peer group from all publicly traded companies in SIC Group 4522: “Non-scheduled Air Transport,” to a peer group defined by the compensation committee of our board of directors1. The peer group consists of health care, aviation, transportation, and logistics companies. We believe this group is our most appropriate peer group for stock comparison purposes because of the companies’ relative size measured by revenues, market valuation, and performance and because they are reflective of the markets in which we compete. The graph includes both SIC Group 4522 and the new peer group and 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, 2009, 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-09
   
Dec-10
   
Dec-11
   
Dec-12
   
Dec-13
   
Dec-14
 
AIR METHODS CORPORATION
    100.00       167.37       251.19       350.77       553.66       418.43  
S & P 500
    100.00       115.06       117.49       136.30       180.44       205.14  
SIC CODE 4522
    100.00       134.50       133.00       162.99       217.86       190.05  
PEER GROUP
    100.00       114.04       110.32       126.73       168.69       192.24  
 
1Members of Peer Group:
   
Amsurg Corp
Heico Corp
PHI, Inc.
Atlas Air Worldwide Holdings, Inc.
Hub Group, Inc.
Roadrunner Transportation Systems, Inc.
Bio-Reference Laboratories, Inc.
Knight Transportation, Inc.
Select Medical Holdings Corp
Bristow Group, Inc.
LHC Group, Inc.
Teamhealth Holdings, Inc.
Gatx Corp
Lifepoint Hospitals, Inc.
Uti Worldwide, Inc.
Hanger, Inc.
Mednax, Inc.
Viad Corp
Healthways, Inc.
   
 
16
 

 

 
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, and revenue and expenses for the year ended December 31, 2014, 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,
 
   
2014
   
2013
   
2012
   
2011
   
2010
 
Statement of Comprehensive Income Data:
                             
Revenue
  $ 1,004,773       879,161       850,812       660,549       562,002  
                                         
Operating expenses
    (683,818 )     (645,119 )     (583,156 )     (485,914 )     (412,891 )
General and administrative expenses
    (137,477 )     (112,502 )     (97,324 )     (81,162 )     (65,913 )
Other expense, net
    (20,640 )     (19,187 )     (17,388 )     (16,171 )     (15,242 )
Income from continuing operations before income taxes
    162,838       102,353       152,944       77,302       67,956  
Income tax expense
    (63,460 )     (39,752 )     (59,792 )     (30,728 )     (25,199 )
                                         
Income from continuing operations
    99,378       62,601       93,152       46,574       42,757  
Loss on discontinued operations, net of income taxes
    (3,908 )     (532 )     --       --       --  
Net income
    95,470       62,069       93,152       46,574       42,757  
Less net income (loss) attributable to non-controlling interests
    599       (270 )     --       --       --  
Net income attributable to Air Methods Corporation and subsidiaries
  $ 94,871       62,339       93,152       46,574       42,757  
                                         
Basic income per common share:
                                       
Continuing operations
  $ 2.57       1.56       2.41       1.23       1.14  
Discontinued operations
    (.10 )     (.01 )     --       --       --  
Net income
  $ 2.47       1.55       2.41       1.23       1.14  
                                         
Diluted income per common share:
                                       
Continuing operations
  $ 2.56       1.55       2.39       1.21       1.13  
Discontinued operations
    (.10 )     (.01 )     --       --       --  
Net income
  $ 2.46       1.54       2.39       1.21       1.13  
                                         
Weighted average number of shares of Common Stock outstanding - basic
    39,163,080       38,923,206       38,594,286       37,999,422       37,489,539  
                                         
Weighted average number of shares of Common Stock outstanding - diluted
    39,348,291       39,210,392       39,044,468       38,482,785       37,789,242  
 
17
 

 

 
SELECTED FINANCIAL DATA OF THE COMPANY
(Amounts in thousands)
 
   
As of December 31,
 
   
2014
   
2013
   
2012
   
2011
   
2010
 
Balance Sheet Data:
                             
Total assets
  $ 1,361,305       1,252,541       1,118,863       1,028,471       723,110  
Long-term liabilities
    702,148       714,151       675,801       569,861       374,288  
Stockholders equity
    471,909       367,959       299,610       287,902       233,429  
 
SELECTED OPERATING DATA

   
2014
   
2013
   
2012
   
2011
   
2010
 
For year ended December 31:
                             
Patient transports
    57,940       53,805       55,976       45,480 (1)     40,046  
Tourism passengers
    421,212       221,730 (2)     --       --       --  
As of December 31:
                                       
Community-based locations
    189       179       169       165       110  
AMS contract locations
    97       109       141       136       126  
 
(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.
 
 
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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,” “may,” and similar expressions are intended to identify such statements. Forward-looking statements include statements concerning our possible or assumed future results; flight volume, collection rates, and days’ sales outstanding 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; impact of the Patient Protection and Affordable Care Act (PPACA) and other changes in laws and regulations; delivery timelines under UR contracts; impact of recently issued accounting pronouncements; intention not to pay cash dividends in the future; 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 2014 the AMS Division generated 86% of our total revenue, compared to 91% in 2013 and 97% in 2012.
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 2014 the Tourism Division generated 12% of our total revenue, compared to 6% in 2013.
United Rotorcraft (UR) Division - designs, manufactures, and installs aircraft medical interiors and other aerospace and medical transport products for domestic and international customers. In 2014 the UR Division generated 2% of our total revenue, compared to 3% in 2013 and 2012.

See Note 15 to consolidated financial statements included in Item 8 of this report for operating results by segment.

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, 84% of AMS operating costs incurred during 2014 were 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 57,940 for 2014 compared to 53,805 for 2013. Patient transports for community-based locations open longer than one year (Same-Base Transports) were 52,089 in 2014 compared to 51,414 in 2013. Cancellations due to unfavorable weather conditions for community-based locations open longer than one year were 445 lower in 2014 compared to 2013. Requests for service increased by 2.6% for the year ended December 31, 2014, for bases open greater than one year.
 
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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. One of the primary goals of PPACA is to decrease the number of uninsured Americans. We believe that the movement from self-pay patients to Medicaid in our payer mix for 2014 compared to 2013 is attributable to the expansion of Medicaid eligibility under PPACA. To date, PPACA has not resulted in an increase in the percentage of transports covered by private insurance. See further discussion regarding the impact of PPACA in the Government Regulation section of Part I of this report.
 
 
Net reimbursement per transport increased 7.2% in the year ended December 31, 2014, compared to 2013, attributed to recent price increases net of a deterioration in payer mix as shown below:
 
   
For years ended
December 31,
 
   
2014
   
2013
 
Private insurance carriers
    28.1 %     28.4 %
Government-sponsored insurance plans
    3.6 %     4.7 %
Medicare
    33.3 %     32.7 %
Medicaid
    23.1 %     20.7 %
Self-pay patients
    11.9 %     13.5 %

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,
 
   
2014
   
2013
 
Gross billings
    100 %     100 %
Provision for contractual discounts
    52 %     48 %
Provision for uncompensated care
    20 %     20 %
 
 
Although price increases generally increase the net reimbursement per transport from insurance payers, the amount per transport collectible from private patient payers, Medicare, Medicaid, and government-sponsored insurance plans 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 certain insurance companies have not increased their reimbursement rates proportionately with recent price increases to the same extent they did with previous price increases, we have not yet experienced significant increased limitations in the amount reimbursed by private insurers taken as a whole. Continued price increases may cause insurance companies to limit coverage for air medical transport to amounts less than our historical collection rates.
 
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Tourism passenger count. Tourism revenue is entirely derived from passenger fees, but 72% of tourism operating costs incurred during 2014 was mainly fixed in nature. Passenger count is impacted by many variables, including weather, competition, and tour prices. 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. Total Tourism passenger count increased to 421,212 in 2014 from 221,730 in 2013. Passenger count for BHH increased to 200,873 in 2014 from 8,809 for the period from the acquisition date of December 13 through December 31, 2013.
 
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 9% 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, 2013, we have taken delivery of thirty new aircraft and have commitments to take delivery of 48 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. The average age of our fleet as of December 31, 2014, was 7 years, compared to 10 years at December 31, 2013. Total AMS aircraft maintenance expense decreased 12.0% in 2014 compared to 2013, while total AMS flight volume decreased 3.9% over the same period. Excluding the impact of BHH, aircraft maintenance expense for the Tourism division increased 4.9% in 2014 compared to 2013, consistent with a 5.0% increase in corresponding flight hours. The change in maintenance expense reflects normal fluctuations in the timing of overhaul and replacement cycles for aircraft parts.
 
Competitive pressures from low-cost providers. We are recognized within the air medical services 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 are covered under a collective bargaining agreement which is effective through December 31, 2016. Other employee groups may also elect to be represented by unions in the future.


Year ended December 31, 2014 compared to 2013

We reported net income of $94,871,000 for the year ended December 31, 2014, compared to $62,339,000 for the year ended December 31, 2013. Net reimbursement per patient transport increased 7.2% in 2014 compared to 2013, while Same-Base Transports increased 1.3% over the same period. The results for 2014 also include the impact of the BHH acquisition which closed on December 13, 2013.
 
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Air Medical Services

Patient transport revenue is recorded net of provisions for contractual discounts and uncompensated care and increased $90,754,000, or 15.5%, for the year ended December 31, 2014, compared to the year ended December 31, 2013, for the following reasons:
Increase of 7.2% in net reimbursement per transport for the year ended December 31, 2014, compared to 2013, due to the benefit of recent price increases net of the deterioration in payer mix described above.
Increase of 675, or 1.3%, in Same-Base Transports for the year ended December 31, 2014, compared to 2013. Cancellations due to unfavorable weather conditions for bases open longer than one year were 445 lower in 2014 compared to 2013. Requests for service increased by 2.6% in 2014 for bases open greater than one year.
Incremental net revenue of $71,455,000 for the year ended December 31, 2014, generated from the addition of 41 new bases, including fifteen bases resulting from the conversion of hospital contracts, during either 2014 or 2013.
Closure of eighteen bases during either 2014 or 2013, resulting in a decrease in net revenue of approximately $16,176,000 during the year ended December 31, 2014.

Air medical services contract revenue decreased $27,768,000, or 13.6%, for the year ended December 31, 2014, compared to the year ended December 31, 2013, for the following reasons:
Cessation of service under twelve contracts and the conversion of nine contracts to community-based operations during either 2014 or 2013, resulting in a decrease in net revenue of approximately $36,415,000 for the year ended December 31, 2014.
Incremental net revenue of $3,633,000 for the year ended December 31, 2014, generated from the addition of one new air medical services contract and the expansion of two contracts to additional bases of operation during either 2014 or 2013.
Increase of approximately 0.4% in flight volume for the year ended December 31, 2014, for all contracts excluding the new contract, 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 $13,491,000, or 3.9%, for the year ended December 31, 2014, compared to 2013, for the following reasons:
Increase of approximately $29,421,000 for the year ended December 31, 2014, for the addition of personnel to staff new base locations described above.
Decrease of approximately $30,174,000 for the year ended December 31, 2014, due to the closure of base locations described above.
Increases in salaries for merit pay raises.

Aircraft operating expenses decreased $18,485,000, or 12.4%, for the year ended December 31, 2014, in comparison to 2013. 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 of $12,561,000, or 12.0%, in AMS aircraft maintenance expense to $92,048,000. Total AMS flight volume decreased 3.9% for 2014 compared to 2013. The change in maintenance expense reflects normal fluctuations in the timing of overhaul and replacement cycles for aircraft parts.
Decrease of approximately 6.5% in the cost of aircraft fuel per hour flown for AMS operations. Total AMS fuel costs decreased $22,000 to $25,389,000 for 2014 compared to 2013.
Credit of $1,066,000 recorded in 2014 and earned based on the amount of hull insurance claims for the policy period ended June 30, 2014. Expense of $2,000,000 was recorded in 2013 related to hull and liability insurance retention triggered by hull claims incurred during the second quarter of 2013.
 
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Tourism

Tourism and charter revenue increased $59,445,000, or 105.0% for the year ended December 31, 2014, compared to 2013, reflecting an increase in tourism passengers from 221,730 to 421,212. BHH generated revenue of $56,269,000 transporting approximately 200,873 passengers in 2014, compared to revenue of $2,758,000 from 8,809 passengers from December 13 through December 31, 2013.

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 and typically vary with passenger count, flight volume, and number and type of aircraft. Expenses increased $39,258,000, or 101.7%, in 2014, primarily related to the acquisition of BHH. BHH operating expenses totaled $34,916,000 for 2014, compared to $1,646,000 from December 13 through December 31, 2013. Cost of tour amenities for Sundance operations increased $2,570,000 primarily due to higher access fees charged by the Hualapai Tribe for certain attractions at the Grand Canyon.

United Rotorcraft Division

Medical interiors and products revenue increased $539,000, or 2.2%, for the year ended December 31, 2014, compared to 2013. Significant projects completed or in process during 2014 included work on 27 multi-mission interiors for the U.S. Army’s HH-60M helicopter, 35 interiors for an older generation of the U.S. Army’s Black Hawk helicopter, and fifteen aircraft interiors for commercial customers. Revenue by product line for the year ended December 31, 2014, was as follows:
$16,419,000 – governmental entities
$8,425,000 – commercial customers

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:
$15,207,000 – governmental entities
$9,098,000 – commercial customers

Cost of medical interiors and products increased $912,000, or 3.9%, for the year ended December 31, 2014, as compared to the previous year, due primarily to the change in sales volume. 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 increased $1,053,000, or 1.3%, for the year ended December 31, 2014. From the fourth quarter of 2013 through the third quarter of 2014, we placed 32 aircraft with a total depreciable basis of $95.8 million into service. Depreciation and amortization related to BHH’s assets also totaled $3,422,000 for 2014, compared to $263,000 from December 13 through December 31, 2013. These increases were offset in part by the buy-out of previously leased aircraft. Since March 31, 2013, we have bought out 45 aircraft with a total depreciable basis of $88.0 million which were previously leased under capital lease obligations. 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 buy-out of aircraft from capital lease obligations resulted in a decrease in depreciation in 2014.
 
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General and administrative (G&A) expenses increased $24,975,000, or 22.2%, for the year ended December 31, 2014, compared to 2013. 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 BHH operations were $8,821,000 for 2014, compared to $379,000 from December 13 through December 31, 2013. Excluding the impact of BHH, G&A expenses increased 14.7% in 2014, compared to 2013, reflecting branding and marketing initiatives for both air medical services and tourism, as well as the addition of senior management positions to enhance the company’s ability to implement its growth strategy. Since March 31, 2013, we have converted nine AMS contracts to community-based operations, resulting in fifteen additional bases and contributing to an increase in billing and collections, dispatch, and AMS program administration requirements. In addition, equity compensation and incentive compensation accruals related to our financial performance increased $8,564,000 and legal expenses related to the California lawsuit described in Item 3 of this report increased $719,000 in 2014 compared to 2013.

Interest expense increased $1,427,000, or 7.0%, for the year ended December 31, 2014, compared to 2013, primarily due to an additional $60 million term loan under our senior credit facility originated in December 2013 to finance the purchase of BHH and new term loans totaling $89.9 million with a weighted average interest rate of 4.0% originated in 2014 to fund retirement of capital leases and purchase of aircraft. The resulting increase in interest expense was offset in part by decreased borrowings against our line of credit, the retirement of $14.2 million in capital lease obligations with a weighted average effective interest rate of 5.2% in 2014, and to regularly scheduled payments of long-term debt and capital lease obligations.

Income tax expense was $63,460,000, or 39.0% of income from continuing operations before taxes in 2014 and $39,752,000, or 38.8% of income from continuing operations before taxes in 2013. 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. Excluding the effects of this change, the effective tax rate was 39.5% for 2013. Our effective tax rate is 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.

Discontinued Operations

In December 2014, we discontinued all long-range fixed wing medical transportation operations conducted by our subsidiary, American Jets, Inc., (AJI) which we acquired in July 2013. The loss from discontinued operations in 2014 included the write off of $1.5 million in goodwill and impairment losses of $372,000 to reduce aircraft to fair value. The aircraft are classified as assets held for sale at December 31, 2014.

Year ended December 31, 2013 compared to 2012

We reported net income of $62,339,000 for the year ended December 31, 2013, 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. The discussion below reflects the presentation of discontinued operations in 2013.

Air Medical Services

Patient transport revenue decreased $5,259,000, or 0.9%, 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 a deterioration in payer mix.
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.
 
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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 increased $24,570,000, or 7.6%, 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 $2,228,000, or 1.5%, for the year ended December 31, 2013, in comparison to 2012, due to the following:
Decrease of $1,417,000, or 1.3%, in AMS aircraft maintenance expense 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.

Tourism operating 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.
 
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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:
$15,207,000 – 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 $3,010,000, or 3.6%, 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 buy-out 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 $15,178,000, or 15.6%, for the year ended December 31, 2013, compared to 2012. 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 7.8% 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 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.
 
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Income tax expense was $39,752,000, or 38.8% of income from continuing operations before taxes in 2013 and $59,792,000, or 39.1% of income from continuing operations 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. Our effective tax rate is 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.
 

Cash Requirements

Debt and Other Long-term Obligations

The following table outlines our contractual obligations as of December 31, 2014 (amounts in thousands):

   
Total
   
Less than 1
year
   
1-3 years
   
4-5 years
   
After 5
years
 
                               
Long-term debt principal
  $ 512,666       45,827       292,137       40,854       133,848  
Interest payments (1)
    68,108       14,444       24,901       12,335       16,428  
Total long-term debt obligations
    580,774       60,271       317,038       53,189       150,276  
                                         
Capital leases
    120,488       23,954       44,210       27,533       24,791  
Interest payments
    12,284       3,914       5,080       2,440       850  
Total capital lease obligations
    132,772       27,868       49,290       29,973       25,641  
                                         
Operating leases
    39,593       5,592       7,017       3,364       23,620  
Aircraft purchase commitments
    171,640       98,355       73,285       --       --  
                                         
Total
  $ 924,779       192,086       446,630       86,526       199,537  

(1)
Interest payments include an estimate of variable-rate interest on notes with principal balances totaling $275,916,000 as of December 31, 2014. Variable interest was estimated using the weighted average rate in effect during 2014 for each note. No interest was included for our revolving credit facility because we have not carried a balance against the line since July 2014.
 
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Off-Balance Sheet Arrangements

Aircraft Purchase Commitments

As of December 31, 2014, we had open purchase commitments totaling $171.6 million for 48 aircraft scheduled to be delivered from 2015 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 $13.8 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, 2014, 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 2015. 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, 2014, we had four letters of credit totaling $4,125,000 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.

Sources and Uses of Cash

We had cash and cash equivalents of $13,165,000 and working capital of $219,574,000 at December 31, 2014, compared to cash and cash equivalents of $9,862,000 and working capital of $178,232,000 at December 31, 2013. Cash generated by continuing operating activities totaled $177,301,000 in 2014 compared to $150,392,000 in 2013. Receivables increased during 2014 by $57.3 million, reflecting the increase in net patient transport revenue described above. In addition, days’ sales outstanding (DSO’s) related to patient transports, measured by comparing net patient transport revenue for the annualized previous six-month period to outstanding open net accounts receivable, were 115 at December 31, 2014, compared to 97 at December 31, 2013.

The increase in DSO’s at December 31, 2014, is primarily attributed to additional time taken by private insurers to review claims and related documentation, including proof of medical necessity, prior to processing. To date, the increase in processing times for private insurers has not significantly negatively impacted the overall collection rate for privately insured accounts. We do not expect the claims processing times for private insurers to improve in the near-term.

Cash used for continuing investing activities totaled $131,369,000 in 2014, compared to $171,698,000 in 2013. Equipment acquisitions in 2014 included the buy-out of 22 previously leased aircraft for approximately $28.8 million, the purchase of 26 aircraft for approximately $92.7 million, and the manufacture and installation of aircraft interiors for approximately $11.5 million. We also sold 27 aircraft for $18.1 million. 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 fourteen aircraft for $41.7 million.

Continuing financing activities used $41,054,000 in 2014 compared to providing $31,486,000 in 2013. The primary uses of cash in both 2014 and 2013 were regularly scheduled payments of long-term debt and capital lease obligations and capital lease buy-outs. We also prepaid $40 million of the outstanding term loan balance on our senior credit facility during December 2014. During 2014, we originated 26 notes primarily to finance the acquisition of aircraft. 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 buy-outs, retire variable rate debt, and finance the acquisition of four aircraft.
 
28
 

 

 
Senior Credit Facility

As of December 31, 2014, our senior credit facility consists of term loans of $275 million and no balance outstanding against the $100 million revolving credit facility. In December 2014, we prepaid $40 million of the outstanding term loan balance on our senior credit facility. Remaining available capacity on the revolving credit facility is $95.9 million and is reduced by four outstanding letters of credit totaling $4.1 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. Remaining scheduled quarterly principal payments are $6.5 million per quarter for 2015 and 2016 and $8.7 million per quarter for 2017. 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 Revolving Credit, Term Loan and Security Agreement) is generally the LIBOR rate plus 1.25% to 2.25%. As of December 31, 2014, the interest rate on the term loans was 1.94%.

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 our 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, 2014, we were in compliance with the covenants of the credit facility.
 

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.


29
 

 


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 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, 2014, a change of 100 basis points in the percentage of estimated contractual discounts and uncompensated care would have resulted in a change of approximately $23,620,000 in patient transport revenue.

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.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The ASU is effective for us for periods beginning after December 15, 2016, and early adoption is not permitted. The ASU permits the use of either the retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures.

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.
 
30
 

 

 
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

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, 2014, 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. In the fourth quarter of 2014, we wrote off $1.5 million in goodwill related to discontinued operations of American Jets, Inc., as discussed more fully in Note 3 to the consolidated financial statements included in Item 8 of this report.


In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The ASU requires that performance targets in these situations be accounted for as performance conditions and should not be reflected in the calculation of the grant-date fair value of the award. The ASU also specifies requirements for recognition of associated compensation cost. The ASU is effective for periods beginning after December 15, 2014, with earlier adoption permitted. We expect to adopt ASU 2014-12 prospectively and do not expect the implementation to have a material effect on our financial position or results of operations.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The ASU is effective for us for periods beginning after December 15, 2016, and early adoption is not permitted. The ASU permits the use of either the retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures.

In April 2014 the FASB issued ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changed the criteria for reporting discontinued operations and required new disclosures about discontinued operations and disposals of components of an entity that do not qualify for discontinued operations reporting. The ASU is effective for periods beginning after December 15, 2014, with earlier adoption permitted. We have chosen to adopt ASU 2014-08 prospectively and do not expect the implementation to have a material effect on our financial position or results of operations.
 
31
 

 

 
 
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 no outstanding balance at December 31, 2014, and $275,916,000 in notes payable. Based on the amounts outstanding at December 31, 2014, the annual impact of a change of 100 basis points in interest rates would be approximately $2,759,000. Interest rates on these instruments approximate current market rates as of December 31, 2014.

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, 2014, the impact on operating costs of an increase of 10% in the cost of aircraft fuel per hour flown would be approximately $3,750,000 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 2014 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 $3.44 per gallon for wholesale purchases in 2014, covering the majority of our fuel consumption for the year. In the first quarter of 2015, we entered into fuel derivatives to protect against increases in the cost of Gulf Coast jet fuel above an average of $2.07 per gallon covering approximately 75% of our anticipated fuel consumption for 2015.
See Consolidated Financial Statements attached hereto.
 

None.
 
 
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, 2014, pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of December 31, 2014, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

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.
 
32
 

 


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, 2014, using criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that we maintained effective internal control over financial reporting as of December 31, 2014.

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, 2014, and their report is included herein.
 
ITEM 9B. 
 
None.
 
33
 

 

 
 
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, 2015, for the Annual Meeting of Stockholders to be held in May 2015.
 
 
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, 2015, for the Annual Meeting of Stockholders to be held in May 2015.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
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, 2015, for the Annual Meeting of Stockholders to be held in May 2015.
 
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, 2015, for the Annual Meeting of Stockholders to be held in May 2015.
 
PRINCIPAL ACCOUNTING 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, 2015, for the Annual Meeting of Stockholders to be held in May 2015.

34
 

 


 

 
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, 2014 and 2013
   
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013, and 2012
   
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2014, 2013, and 2012
   
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013, and 2012
   
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, 2014, 2013, and 2012
     
   
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
 
First Amended and Restated Bylaws of Air Methods Corporation5
       
 
4.1
 
Specimen Stock Certificate6
       
 
10.1*
 
Second Amended and Restated Air Methods Corporation 2006 Equity Compensation Plan7
       
 
10.2*
 
Form of Restricted Stock Grant Agreement8
       
 
10.3*
 
Form of Non-Qualified Stock Option Agreement9
       
 
10.4*
 
Form of Incentive Stock Option Agreement9
       
 
10.5*
 
Amended and Restated Employment Agreement between the Company and Aaron D. Todd, dated September 24, 201210
 
IV-1
 

 

 
       
 
10.6*
 
First Amendment to Amended and Restated Employment Agreement between the Company and Aaron D. Todd, dated October 1, 201411
       
 
10.7*
 
Amended and Restated Employment Agreement between the Company and Michael D. Allen, dated September 24, 201210
       
 
10.8*
 
Amended and Restated Employment Agreement between the Company and Trent J. Carman, dated September 24, 201210
       
 
10.9*
 
Amended and Restated Employment Agreement between the Company and Crystal Gordon, dated September 24, 201212
       
 
10.10*
 
Employment Agreement between the Company and David M. Doerr, dated October 21, 201312
       
 
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 Agent13
       
 
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 Meeting14
       
 
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 Meeting14
       
 
10.14*
 
Air Methods Corporation 2012-2014 Bonus Program, adopted September 25, 201210
       
 
10.15*
 
Form of Performance-Based Share Unit Award Agreement15
       
 
10.16
 
Collective Bargaining Agreement by and between Air Methods Corporation and Office and Professional Employees International Union, Local 109, effective August 28, 201416
       
 
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
 

 
*
Management contract or compensatory plan or arrangement.
   
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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, and incorporated herein by reference.
   
6
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.
 
 
7
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.
   
8
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.
   
9
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.
   
10
Filed as an exhibit to the Company’s Current Report on Form 8-K dated September 24, 2012, and incorporated herein by reference.
   
11
Filed as an exhibit to the Company’s Current Report on Form 8-K dated October 1, 2014 and incorporated herein by reference.
 
IV-3
 

 

 
   
12
Filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference.
   
13
Filed as an exhibit to the Company’s Current Report on Form 8-K dated December 13, 2013, and incorporated herein by reference.
   
14
Filed as an exhibit to the Company’s Current Report on Form 8-K dated September 30, 2011, and incorporated herein by reference.
   
15
Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, and incorporated herein by reference.
   
16
Filed as an exhibit to the Company’s Current Report on Form 8-K dated August 28, 2014, 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:
February 27, 2015
 
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
 
February 27, 2015
 
Aaron D. Todd
         
           
/s/ Trent J. Carman
 
Chief Financial Officer and Treasurer
 
February 27, 2015
 
Trent J. Carman
         
           
/s/ Sharon J. Keck
 
Chief Accounting Officer
 
February 27, 2015
 
Sharon J. Keck
         
           
/s/ C. David Kikumoto
 
Chairman of the Board
 
February 27, 2015
 
C. David Kikumoto
         
           
/s/ George W. Belsey
 
Director
 
February 27, 2015
 
George W. Belsey
         
           
/s/ Ralph J. Bernstein
 
Director
 
February 27, 2015
 
Ralph J. Bernstein
         
           
/s/ Mark D. Carleton
 
Director
 
February 27, 2015
 
Mark D. Carleton
         
           
/s/ John J. Connolly
 
Director
 
February 27, 2015
 
John J. Connolly
         
           
/s/ Jeffrey A. Dorsey
 
Director
 
February 27, 2015
 
Jeffrey A. Dorsey
         
           
/s/ Carl H. McNair, Jr.
 
Director
 
February 27, 2015
 
Carl H. McNair, Jr.
         
           
/s/ Lowell D. Miller, Ph.D.
 
Director
 
February 27, 2015
 
Lowell D. Miller, Ph.D.
         
           
/s/ Morad Tahbaz
 
Director
 
February 27, 2015
 
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, 2014 and 2013
F-3
     
 
Consolidated Statements of Comprehensive Income,
 
 
Years Ended December 31, 2014, 2013, and 2012
F-5
     
 
Consolidated Statements of Stockholders’ Equity,
 
 
Years Ended December 31, 2014, 2013, and 2012
F-7
     
 
Consolidated Statements of Cash Flows,
 
 
Years Ended December 31, 2014, 2013, and 2012
F-8
     
 
Notes to Consolidated Financial Statements,
 
 
December 31, 2014 and 2013
F-10
     
Schedules
 
     
 
II – Valuation and Qualifying Accounts
 
 
Years Ended December 31, 2014, 2013, and 2012
F-32
 
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, 2014 and 2013, 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, 2014. 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, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, 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, 2014, 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 February 27, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
 
 
/s/ KPMG LLP
 
Denver, Colorado
February 27, 2015
 
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, 2014, 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, 2014, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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, 2014 and 2013, 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, 2014, and our report dated February 27, 2015 expressed an unqualified opinion on those consolidated financial statements.
 
 
/s/ KPMG LLP
 
Denver, Colorado
February 27, 2015
 
F-2
 

 

 
AIR METHODS CORPORATION
AND SUBSIDIARIES

Consolidated Balance Sheets
December 31, 2014 and 2013
(Amounts in thousands, except share and per share amounts)
                 
                 
   
2014
   
2013
 
Assets
           
             
Current assets:
           
Cash and cash equivalents
$ 13,165       9,862  
Receivables:
               
Trade, net (note 4 and 7)
    293,985       237,856  
Refundable income taxes
    8,865       11,863  
Other
    4,802       953  
      307,652       250,672  
                 
Inventories (note 7)
    46,095       47,804  
Work-in-process on medical interiors and products contracts
    4,610       5,313  
Assets held for sale (note 3)
    8,608       5,103  
Costs and estimated earnings in excess of billings on uncompleted contracts (note 5)
    564       2,888  
Refundable deposits
    8,381       8,459  
Prepaid expenses and other current assets (note 6)
    10,766       10,449  
                 
Total current assets
    399,841       340,550  
                 
Property and equipment (notes 7 and 8):
               
Land
    251       251  
Flight and ground support equipment
    697,444       584,059  
Aircraft under capital leases
    196,302       246,752  
Aircraft rotable spare parts
    38,050       41,391  
Buildings and office equipment
    57,983       51,601  
      990,030       924,054  
Less accumulated depreciation and amortization
    (268,049 )     (259,212 )
                 
Net property and equipment
    721,981       664,842  
                 
Goodwill (note 2 and 3)
    127,269       128,121  
Intangible assets, net of accumulated amortization of $19,282 and $13,397 at December 31, 2014 and 2013, respectively (notes 2 and 7)
    83,654       88,215  
Other assets
    28,560       30,813  
                 
Total assets
  $ 1,361,305       1,252,541  

(Continued)
 
F-3
 

 

 
AIR METHODS CORPORATION
AND SUBSIDIARIES

Consolidated Balance Sheets, Continued
December 31, 2014 and 2013
(Amounts in thousands, except share and per share amounts)
                 
   
2014
   
2013
 
Liabilities and Stockholders Equity
         
             
Current liabilities:
           
Notes payable
  $ 11,442       2,616  
Current installments of long-term debt (notes 6 and 7)
    45,827       39,415  
Current installments of obligations under capital leases (note 8)
    23,954       29,116  
Accounts payable
    17,393       20,431  
Deferred revenue
    4,409       3,463  
Billings in excess of costs and estimated earnings on uncompleted contracts (note 5)
    1,313       2,232  
Accrued wages and compensated absences
    31,539       24,346  
Due to third party payers
    7,426       7,789  
Deferred income taxes (note 12)
    21,427       13,748  
Other accrued liabilities
    15,537       19,162  
                 
Total current liabilities
    180,267       162,318  
                 
Long-term debt, less current installments (notes 6 and 7)
    466,839       477,038  
Obligations under capital leases, less current installments (note 8)
    96,534       131,249  
Deferred income taxes (note 12)
    122,715       86,131  
Other liabilities (note 8)
    16,060       19,733  
                 
Total liabilities
    882,415       876,469  
                 
Redeemable non-controlling interests (note 2)
    6,981       8,113  
                 
Stockholders’ equity (notes 9 and 10):
               
Preferred stock, $1 par value. Authorized 15,000,000 shares, none issued
    --       --  
Common stock, $.06 par value. Authorized 70,500,000 shares; issued  39,452,753 and 39,301,407 shares at December 31, 2014 and 2013, respectively; outstanding 39,228,948 and 39,064,437 shares at December 31, 2014 and 2013, respectively
      2,349         2,343  
Additional paid-in capital
    120,391       112,890  
Retained earnings
    349,805       253,098  
Accumulated other comprehensive loss
    (636 )     (372 )
Total stockholders’ equity
    471,909       367,959  
                 
Commitments and contingencies (notes 7, 8, 13, and 14)
               
                 
Total liabilities and stockholders equity
  $ 1,361,305       1,252,541  

See accompanying notes to consolidated financial statements.
 
F-4
 

 

 
AIR METHODS CORPORATION
AND SUBSIDIARIES
 
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2014, 2013, and 2012
(Amounts in thousands, except share and per share amounts)
<
                         
             
    Year Ended December 31  
   
2014
   
2013
   
2012
 
Revenue:
                 
Patient transport revenue, net of provision for contractual discounts (note 4)
  $ 1,140,324       968,985       910,939  
Provision for uncompensated care (note 4)
    (464,111 )     (383,526 )     (320,221 )
Patient transport revenue, net
    676,213       585,459       590,718  
Air medical services contract revenue (note 11)
    176,744       204,512       224,956  
Tourism and charter revenue
    116,036       56,591       --  
Medical interiors and products revenue
    24,844       24,305       28,832  
Dispatch and billing service revenue
    10,936       8,294       6,306  
      1,004,773       879,161       850,812  
Operating expenses:
                       
Flight centers
    360,229       346,738       322,168  
Aircraft operations (note 6)
    130,487       148,972       151,200  
Tourism operating expenses
    77,864       38,606       --  
Cost of medical interiors and products sold
    24,275       23,363       21,236  
Cost of dispatch and billing services
    9,941       7,407       4,699  
Depreciation and amortization
    80,567       79,514       82,524  
Loss on disposition of assets, net
    455       519       1,329  
General and administrative
    137,477       112,502       97,324  
      821,295       757,621       680,480  
Operating income
    183,478       121,540       170,332  
                         
Other income (expense):
                       
Interest expense
    (21,750 )     (20,323 )     (20,651 )
Other, net
    1,110       1,136       3,263  
                         
Income from continuing operations before income taxes
    162,838       102,353       152,944  
Income tax expense (note 12)
    (63,460 )     (39,752 )     (59,792 )
                         
Income from continuing operations
    99,378       62,601       93,152  
Loss on discontinued operations, net of income taxes (note 3)
    (3,908 )     (532 )     --