UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2005
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER 0-16079
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AIR METHODS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 84-0915893
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
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:
Not Applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.06 PAR VALUE PER SHARE (THE "COMMON STOCK")
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
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 [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one):
Large accelerated Filer [ ] Accelerated Filer [X] Non-accelerated Filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.) Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: $77,163,000
The number of outstanding shares of Common Stock as of February 24, 2006, was
11,615,590.
TABLE OF CONTENTS
TO FORM 10-K
Page
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PART I
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
General. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Contracts in Process . . . . . . . . . . . . . . . . . . . . 3
Employees. . . . . . . . . . . . . . . . . . . . . . . . . . 3
Government Regulation. . . . . . . . . . . . . . . . . . . . 4
Internet Address . . . . . . . . . . . . . . . . . . . . . . 4
ITEM 1A. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . 4
ITEM 1B. UNRESOLVED STAFF COMMENTS. . . . . . . . . . . . . . . . . . 9
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . 9
Facilities . . . . . . . . . . . . . . . . . . . . . . . . . 9
Equipment and Parts . . . . . . . . . . . . . . . . . . . . 9
ITEM 3.. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . 10
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS. . . . . . . . . . . . . . . . . . . . . 11
ITEM 6. SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . 12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . 14
Overview . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Results of Operations. . . . . . . . . . . . . . . . . . . . 16
Liquidity and Capital Resources. . . . . . . . . . . . . . . 22
Outlook for 2006 . . . . . . . . . . . . . . . . . . . . . . 26
Critical Accounting Policies . . . . . . . . . . . . . . . . 26
New Accounting Standards . . . . . . . . . . . . . . . . . . 28
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . 28
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . . . . . . . . 28
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . 29
ITEM 9A. CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . . 29
ITEM 9B. OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . 29
i
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . 30
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . 33
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 39
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . 41
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . . 42
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. . . . . . . . . IV-1
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-4
ii
PART I
ITEM 1. BUSINESS
GENERAL
Air Methods Corporation, a Delaware corporation, (Air Methods or the Company)
was originally incorporated 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. We provide air medical emergency transport services
under two separate operating models: the Community-Based Model (CBM) and the
Hospital-Based Model (HBM). In October 2002, we acquired 100% of the membership
interest of Rocky Mountain Holdings, LLC (RMH), a Delaware limited liability
company which conducted both CBM and HBM operations. RMH, Mercy Air Service,
Inc. (Mercy Air), and LifeNet, Inc. (LifeNet) operate as wholly-owned
subsidiaries of Air Methods. As of December 31, 2005, our CBM division provided
air medical transportation services in 17 states, while our HBM division
provided air medical transportation services to hospitals located in 26 states
and Puerto Rico under operating agreements with original terms ranging from one
to ten years. Under both CBM and HBM operations, 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
Products 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 report.
Community-Based Model
CBM services, also referred to as independent provider operations, are performed
by our LifeNet Division and include medical care, aircraft operation and
maintenance, 24-hour communications and dispatch, and medical billing and
collections. CBM aircraft are typically based at fire stations or airports. CBM
revenue consists of flight fees billed directly to patients, their insurers, or
governmental agencies. Due to weather conditions and other factors, the number
of flights is generally higher during the summer months than during the
remainder of the year, causing revenue generated from operations to fluctuate
accordingly.
Following the acquisition of RMH in October 2002, its CBM operations were
combined with our already existing CBM division. The division operates 89
helicopters and two fixed wing aircraft under both Instrument Flight Rules (IFR)
and Visual Flight Rules (VFR) in 17 states, with concentrations in the
Southwest, Midwest, and Southeast. Although the division does not generally
contract directly with specific hospitals, it has long-standing relationships
with several leading healthcare institutions in the metropolitan areas in which
it operates.
In 2005 we purchased the operations of a hospital-based program which had been
served by another vendor in northern California and expanded it from one base to
two. We also opened new bases in Missouri and South Carolina and discontinued
operations at a base in Missouri in early 2005 due to insufficient flight
volume. In 2005 the U.S. Army directed all of its bases within the U.S. to
obtain civilian support for air medical transportation needs. In 2005 we were
awarded a contract to provide services to one military base beginning in late
2005 for a one-year term and a contract to provide services for a second
military base beginning in 2006 for a one-year term; both contracts have renewal
clauses which are subject to continued government funding.
In August 2005, we responded to requests from hospital officials to evacuate
patients and staff from hospitals and other locations within the New Orleans
metropolitan area in the aftermath of Hurricane Katrina. All of our costs
incurred in the evacuation effort were ultimately reimbursed by the Federal
Emergency Management Agency (FEMA). FEMA also awarded us a contract to provide
air medical transportation services in the Gulfport, Mississippi, region through
the end of 2005. This contract was replaced by a 60-day contract with the State
of Mississippi in January 2006.
Communications and dispatch operations for substantially all CBM locations are
conducted from our national center in Omaha, Nebraska, or from the regional
center in St. Louis, Missouri. Medical billing and collections are processed
from our offices in San Bernardino, California, and Bountiful, Utah.
1
Competition for the CBM division comes primarily from four national operators
(OmniFlight, Inc.; PHI, Inc.; CJ Systems, Inc.; and Air Evac Services, Inc.) and
from smaller regional carriers and alternative air ambulance providers such as
local governmental entities. Operators generally compete on the basis of price,
safety record, accident prevention and training, and the medical capability of
the aircraft. We believe that our competitive strengths center on the quality of
our customer service and the medical capability of the aircraft we deploy, as
well as our ability to tailor the service delivery model to a hospital's or
community's specific needs. Unlike many other operators, we maintain in-house
core competencies in hiring, training, and management of medical staff; billing
and collection services; and dispatch and communication functions, in addition
to aviation operations. We believe that choosing not to outsource these services
allows us to better ensure the quality of patient care and enhance control over
the associated costs.
Hospital-Based Model
Our HBM division provides hospital clients with medically-equipped helicopters
and airplanes which are generally based at hospitals. Our responsibility is to
operate and maintain the aircraft in accordance with Federal Aviation
Regulations (FAR) Part 135 standards. Hospital clients provide medical personnel
and all medical care on board the aircraft. The division operates 95 helicopters
and 14 fixed wing aircraft in 26 states plus Puerto Rico. Under the typical
operating agreement with a hospital, we earn approximately 62% of our revenue
from a fixed monthly fee and 38% from an hourly flight fee from the hospital,
regardless of when, or if, the hospital is reimbursed for these services by its
patients, their insurers, or the federal government. 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 the division's flight revenue is
generated from fixed monthly fees, seasonal fluctuations in flight hours do not
significantly impact monthly revenue in total.
The HBM operations of RMH were integrated into the division following the
acquisition in October 2002. In 2005 we expanded six existing hospital contracts
to new satellite operations in Minnesota, North Carolina, West Virginia,
Virginia, Oklahoma and Utah. Additionally, all ten hospital contracts whose
terms expired in 2005 were successfully renewed for periods of between one and
five years.
We operate some of our HBM contracts under the service mark AIR LIFE(R), which
is generally associated within the industry with our standard of service.
Competition for the HBM division comes primarily from three national operators:
CJ Systems, Inc.; OmniFlight, Inc.; and PHI, Inc. Operators generally compete on
the basis of price, safety record, accident prevention and training, and the
medical capability of the aircraft. Price is a significant element of
competition as many healthcare organizations continue to move toward
consolidation and strict cost containment. We believe that our competitive
strengths center on the quality of our customer service and the medical
capability of the aircraft we deploy.
Technical Services
Our technical services group performs airframe modification and repair, engine
repair, component and hydraulic systems repair and overhaul, and non-destructive
component testing at our headquarters in metropolitan Denver, Colorado, for both
CBM and HBM divisions. We are a Customer Service Facility for American
Eurocopter Corporation (AEC), Bell Helicopter, Inc. (Bell), and several avionics
manufacturers and an FAA-Certified Repair Station authorized to perform
airframe, avionics, and engine repairs. In-house repair, maintenance, and
testing capabilities provide cost savings and decrease aircraft down time by
avoiding the expense and delay of having this work performed by nonaffiliated
vendors. The technical services group also provides aircraft procurement, spare
parts and medical supplies procurement, inventory, and aircraft recordkeeping
services for our flight operations.
2
Products Division
Our Products 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. The modular design
provides for flexibility of configuration for multiple transport needs and
optimizes space, weight, cost, and maintainability. With a full range of
engineering, manufacturing and certification capabilities, the division has also
designed and integrated aircraft communication and navigation systems,
environmental control systems, and structural and electrical systems.
Manufacturing capabilities include avionics, electrical, composites, machining,
welding, sheetmetal, and upholstery. The division also offers quality assurance
and certification services pursuant to its FAA Designated Alteration Station
(DAS) authorization, Parts Manufacturer Approvals (PMA's), and ISO9001:2000
(Quality Systems) certification.
We maintain patents covering several products, including the Litter Lift System,
used in the U.S. Army's HH-60L helicopter and in the Medical Evacuation Vehicle
(MEV), and the Articulating Patient Loading System and Modular Equipment Frame,
which were developed as part of the modular interior concept. Raw materials and
components used in the manufacture of interiors and other products are generally
widely available from several different vendors.
During 2005, the Federal Aviation Administration (FAA) awarded the Products
Division DAS authorization, which permits the division to approve modifications
and repairs to aircraft that it currently supports under its FAA Certified
Repair Station using Supplemental Type Certification with only minimal
involvement from the FAA and, therefore, reduces the time required for aircraft
modifications. We also teamed with four other companies for pursuit of the new
U.S. Air Force Combat Search & Rescue helicopter program. We assisted in the
design of the multi-mission interior for the US101 helicopter and then completed
a full size mock-up for proposal demonstrations to the U.S. Air Force. The U.S.
Air Force is expected to award a contract to the successful bidder in the second
quarter of 2006.
In 2005, we completed production of thirteen Multi-Mission Medevac Systems for
the U. S. Army's HH-60L Black Hawk helicopter and nineteen MEV litter systems.
We also began production of eleven additional HH-60L units and 21 additional MEV
units. Other significant projects in 2005 included production of a multi-mission
interior for a Sikorsky FIREHAWK helicopter for the Los Angeles County Fire
Department and four modular medical interiors for commercial customers.
Our competition in the aircraft interior design and manufacturing industry comes
primarily from three 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 the development of a line of
interiors for Eurocopter aircraft to complement our established line of
interiors for Bell aircraft, we believe that we have demonstrated the ability to
compete on the basis of each of these factors.
CONTRACTS IN PROCESS
As of December 31, 2005, eleven HH-60L units and 21 MEV units for the U.S. Army
and three modular medical interiors for commercial customers were in process.
Deliveries under all contracts in process are expected to be completed by the
fourth quarter of 2006, and remaining revenue is estimated at $3.3 million. As
of December 31, 2004, the revenue remaining to be recognized on medical
interiors and other products in process was estimated at $2.1 million.
EMPLOYEES
As of December 31, 2005, we had 1,712 full time and 249 part time employees,
comprised of 685 pilots; 355 aviation machinists, airframe and power plant (A&P)
engineers, and other manufacturing/maintenance positions; 540 flight nurses and
paramedics; and 381 business and administrative personnel. Our pilots are
IFR-rated where required by contract, and all have completed an extensive ground
school and flight training program at the commencement of their employment with
us, as well as local area orientation and annual training provided by us. All of
our aircraft mechanics must possess FAA A&P licenses. All flight nurses and
paramedics hold the appropriate state and county licenses, as well as
Cardiopulmonary Resuscitation, Advanced Cardiac Life Support, and/or Pediatric
Advanced Life Support certifications.
3
In September 2003, our pilots voted to be represented by a collective bargaining
unit and negotiations on a collective bargaining agreement began in early 2004.
In November 2005, we provided the union a settlement offer which was modified
and tentatively accepted by the union in March 2006, subject to ratification by
the union membership and approval by our board of directors. The settlement
offer included changes to base salary and overtime pay and to our contribution
to defined contribution retirement plans. If ratified by the union membership
prior to March 31, 2006, the agreement will be effective January 1, 2006,
through April 30, 2009. There can be no assurance that our offer will be
accepted by the union or that we will not be subject to a work stoppage if the
parties are unable to come to an agreement.
GOVERNMENT REGULATION
We are subject to the Federal Aviation Act of 1958, as amended. All of our
flight and maintenance operations 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. Air Methods
and LifeNet each hold a Part 135 Air Carrier Certificate, and Air Methods, Mercy
Air, and LifeNet each hold a Part 145 Repair Station Certificate from the FAA. 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,
2005, we are aware of one foreign person who, according to recent public
securities filings, is believed to hold approximately 4.4% of outstanding Common
Stock, although that foreign person has not been subject to those filing
requirements since November 29, 2005, and may presently hold up to, but not more
than, 5% of outstanding Common Stock without having to file an amendment under
applicable securities law.
We are also subject to laws, regulations, and standards relating to corporate
governance and public disclosure, including the Sarbanes-Oxley Act of 2002,
Securities and Exchange Commission regulations, and NASDAQ National Market
rules.
INTERNET ADDRESS
Our internet site is www.airmethods.com. We make available free of charge, on or
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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 Securities and Exchange Commission.
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.
ITEM 1A. RISK FACTORS
Our actual operating results may differ materially from those described in
forward-looking statements as a result of various factors, including but not
limited to, those discussed in "Outlook for 2006" and those described below.
- - Flight volume - All CBM revenue and approximately 38% of HBM revenue is
dependent upon flight volume. Approximately 38% of our total operating
expenses also vary with the number of hours flown. Poor visibility, high
winds, and heavy precipitation can affect the safe operation of aircraft
and therefore 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.
Typically, the months from November through February tend to have lower
flight volume due to weather conditions and other factors, resulting in
lower CBM operating revenue during these months. Flight volume for CBM
operations can also be affected by the distribution of calls among
competitors by local government agencies and the entrance of new
competitors into a market.
4
- - Collection rates - We respond to calls for air medical transport without
pre-screening the creditworthiness of the patient. The CBM division
invoices patients and their insurers directly for services rendered and
recognizes revenue net of estimated contractual allowances. The level of
bad debt expense is driven by collection rates on these accounts. Changes
in estimated contractual allowances and bad debts are recognized based on
actual collections in subsequent periods. Collectibility is affected by the
number of uninsured or indigent patients transported and is, therefore,
primarily dependent upon the health of the U.S. economy. A significant or
sustained downturn in the U.S. economy could have an adverse impact on our
bad debt expense. In addition, there is no assurance that we will be able
to maintain historical collection rates after the implementation of price
increases for CBM transports.
- - Leveraged balance sheet - We are obligated under debt facilities providing
for up to approximately $99.8 million of indebtedness, of which
approximately $71.7 million was outstanding (net of $3.2 million of cash)
at December 31, 2005. If we fail to meet our payment obligations or
otherwise default under the agreements governing indebtedness, 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 there
may be no assets remaining after payment of indebtedness to provide a
return on common stock.
- - Restrictive debt covenants - Our senior credit facility contains
restrictive financial and operating covenants, including restrictions on
our ability to incur additional indebtedness, to exceed certain annual
capital expenditure limits, and to engage in various corporate transactions
such as mergers, acquisitions, asset sales and the payment of cash
dividends. These covenants may restrict future growth through the
limitation on capital expenditures and 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 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.
- - Employee unionization - In September 2003, our pilots voted to be
represented by a collective bargaining unit and negotiations on a
collective bargaining agreement began in early 2004. In November 2005, we
provided the union a settlement offer which was modified and tentatively
accepted by the union in March 2006, subject to ratification by the union
membership and approval by our board of directors. The settlement offer
included changes to base salary and overtime pay and to our contribution to
defined contribution retirement plans (401k plans). If ratified by the
union membership prior to March 31, 2006, the agreement will be effective
January 1, 2006, through April 30, 2009. Under our proposed settlement, pay
for overtime shifts would increase from regular pay rates to 1.5 times
regular pay rates. We currently maintain two 401k plans. Under one plan, we
contribute 2% of gross pay for all eligible employees and match 60% of the
employees' contributions up to 6% of their gross pay. Under the other plan,
we match 30% of the employees' contributions up to 6% of their gross pay.
In the proposed settlement, we will contribute up to 5.6% of gross pay to
both 401k plans, depending on the level of each employee's participation.
The estimated impact of the proposed change in base salary is $3.4 million
in the year of implementation. Because the impact of changes to overtime
pay and to the 401k plan contributions is dependent upon staffing levels
and employee participation in the 401k plans, the effect on our financial
statements cannot presently be fully quantified. There can be no assurance
that our offer will be accepted by the union or that we will not be subject
to a work stoppage if the parties are unable to come to an agreement. Other
employee groups may also elect to be represented by unions in the future.
5
- - Employee recruitment and retention - An important aspect of our operations
is the ability to hire and retain employees who have advanced aviation,
nursing, and other technical skills. In addition, hospital contracts
typically contain minimum certification requirements for pilots and
mechanics. Employees who meet these standards are in great demand and are
likely to remain a limited resource in the foreseeable future. If we are
unable to recruit and retain a sufficient number of these employees, the
ability to maintain and grow the business could be negatively impacted.
- - Governmental regulation - The air medical transportation services and
products industry is subject to extensive regulation by governmental
agencies, including the FAA, which impose significant compliance costs on
us. In addition, reimbursement rates for air ambulance services established
by governmental programs such as Medicare directly affect CBM revenue and
indirectly affect HBM revenue from customers. Changes in laws or
regulations, such as the minimum weather standards for flight acceptance
which are expected to change in 2006, or in reimbursement rates could have
a material adverse impact on our cost of operations or revenue from flight
operations. Periodically the FAA issues airworthiness directives covering
one or more models of aircraft. Although we believe that our aircraft are
currently in compliance with all FAA-issued airworthiness directives,
additional airworthiness directives likely will be issued in the future and
may result in additional operating costs or make a particular model of
aircraft uneconomical to operate. In January 2005 we experienced two fatal
accidents which either have been investigated or are currently under
investigation by the National Transportation Safety Board. We are not aware
of any regulatory action resulting from the conclusion or progress of these
investigations. In recent years, the accident rate for the entire air
medical transportation industry has exceed historical levels, leading to
increased scrutiny from government regulatory agencies. Such increased
scrutiny could result in new regulations and increases in the cost of
compliance with regulations.
- - Compliance with corporate governance and public disclosure regulations -
New laws, regulations, and standards relating to corporate governance and
public disclosure-including the Sarbanes-Oxley Act of 2002, new SEC
regulations, and NASDAQ National Market rules-are subject to varying
interpretations in many cases due to lack of specificity. Their application
may evolve over time as new guidance is provided by regulatory and
governing bodies, which may result in continuing uncertainty regarding
compliance matters and higher costs necessitated by ongoing revisions to
disclosure and governance practices. Our efforts to maintain high standards
of corporate governance and public disclosure in compliance with evolving
laws and regulations have resulted in, and are likely to continue to result
in, increased general and administrative expenses and a diversion of
management's time and attention from revenue-generating activities to
compliance activities. In particular, compliance with Section 404 of the
Sarbanes-Oxley Act of 2002, which requires us to include management and
auditor reports on internal controls as part of our annual report, has
required commitment of significant financial and managerial resources. In
addition, board members, the chief executive officer, and the chief
financial officer could face an increased risk of personal liability in
connection with the performance of their duties. As a result, we may have
difficulty attracting and retaining qualified board members and executive
officers. If efforts to comply with new or changed laws, regulations, and
standards differ from the activities intended by regulatory or governing
bodies due to ambiguities related to practice, our reputation may be
harmed.
- - Internal controls - We are required by Section 404 of the Sarbanes-Oxley
Act of 2002 to include management and auditor reports on internal controls
as part of our annual report. Management concluded that internal control
over financial reporting was effective at December 31, 2005, and our
independent auditors attested to that conclusion. There can be no assurance
that material weaknesses in internal controls over financial reporting will
not be discovered in the future or that we and our independent auditors
will be able to conclude that internal control over financial reporting is
effective in the future. Although it is unclear what impact failure to
comply fully with Section 404 or the discovery of a material weakness in
internal controls over financial reporting would have on us, it may subject
us to regulatory scrutiny and result in additional expenditures to meet the
requirements, a reduced ability to obtain financing, or a loss of investor
confidence in the accuracy of our financial reports.
6
- - Competition - HBM operations face significant competition from several
national and regional air medical transportation providers for contracts
with hospitals and other healthcare institutions. In addition to the
national and regional providers, CBM operations also face competition from
smaller regional carriers and alternative air ambulance providers such as
sheriff departments. Operators generally compete on the basis of price,
safety record, accident prevention and training, and the medical capability
of the aircraft. Our competition in the aircraft interior design and
manufacturing industry comes primarily from three 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. There can be no assurance that we will be able to continue to
compete successfully for new or renewing contracts in the future.
- - Fuel costs - Fuel accounted for 2.5% of total operating expenses for the
year ended December 31, 2005. 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, and fuel costs fluctuate
widely. Recently the price per barrel of oil has been at an all-time high.
We cannot predict the future cost and availability of fuel. The
unavailability of adequate fuel supplies could have an adverse effect on
our cost of operations and profitability. Generally, our HBM customers pay
for all fuel consumed in medical flights. However, our ability to pass on
increased fuel costs for CBM operations may be limited by economic and
competitive conditions and by reimbursement rates established by Medicare,
Medicaid, and insurance providers. We do not currently have any agreements
in place to hedge our fuel costs.
- - Aviation industry hazards and insurance limitations - Hazards are inherent
in the aviation industry and may result in loss of life and property,
thereby exposing us to potentially substantial liability claims arising out
of the operation of aircraft. We may also be sued in connection with
medical malpractice claims arising from events occurring during a medical
flight. Under HBM operating agreements, hospital customers have agreed to
indemnify us against liability arising out of 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 for full indemnity. In
CBM operations, our personnel perform medical procedures on transported
patients, which may expose us to significant direct legal exposure to
medical malpractice claims. We maintain general liability aviation
insurance, aviation product liability coverage, and medical malpractice
insurance, and believe that the 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 operators. A significant downturn in insurance
market conditions could have a material adverse effect on our cost of
operations. Approximately 41% of any increases in hull and liability
insurance may be passed through to our HBM customers according to contract
terms. In addition, the loss of any aircraft as a result of accidents could
cause both significant adverse publicity and interruption of air medical
services to client hospitals, which could adversely affect our operating
results and relationship with such hospitals. The January 2005 accidents
did not have a material impact on our hull and liability insurance rates as
renewed in July 2005. However, in the year ended December 31, 2005, we
recorded an increase in expense of $790,000 for the self-insured portion of
workers compensation premiums as a result of the accidents.
- - Foreign ownership - Federal law requires that United States air carriers be
citizens of the United States. For a corporation to qualify as a United
States citizen, the president and at least two-thirds of the 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. Furthermore, under certain loan agreements, an event of default
occurs if less than 80% of the voting interest is owned or controlled by
United States citizens. As of December 31, 2005, we were aware of one
foreign person who, according to public securities filings, is believed to
hold approximately 4.4% of outstanding Common Stock, although that foreign
person has not been subject to those filing requirements since November 29,
2005, and may presently hold up to, but not more than, 5% of outstanding
Common Stock without having to file an amendment under applicable
securities law. 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.
7
- - Dependence on third party suppliers - We currently obtain a substantial
portion of our helicopter spare parts and components from Bell and AEC,
because our fleet is composed primarily of Bell and AEC aircraft, and
maintain supply arrangements with other parties for our engine and related
dynamic components. Based upon the manufacturing capabilities and industry
contacts of Bell, AEC, 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 Bell, AEC,
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. Because of our
dependence upon Bell and AEC for helicopter parts, we may also be subject
to adverse impacts from unusually high price increases which are greater
than overall inflationary trends. In addition, increases in spare parts
prices from aircraft manufacturers tend to be higher for aircraft which are
no longer in production. Increases in our monthly and hourly flight fees
billed to our HBM customers may be limited to changes in the consumer price
index. As a result, an unusually high increase in the price of parts may
not be fully passed on to our HBM customers. The ability to pass on price
increases for CBM operations may be limited by reimbursement rates
established by Medicare, Medicaid, and insurance providers and by other
market considerations.
- - Department of Defense funding - Several of the projects which have
historically been significant sources of revenue for the Products Division,
including HH-60L and MEV systems, are dependent upon Department of Defense
funding. Failure of the U.S. Congress to approve funding for the production
of additional HH-60L or MEV units could have a material adverse impact on
Products Division revenue.
8
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
FACILITIES
We lease our headquarters, consisting of approximately 95,000 square feet of
office and hangar space, in metropolitan Denver, Colorado, at Centennial
Airport. The lease expires in August 2006 and the approximate annual rent is
$1,152,000. We also own and lease various properties for depot level maintenance
and administration purposes. We believe that these facilities are in good
condition and suitable for our present requirements.
EQUIPMENT AND PARTS
As of December 31, 2005, we managed and operated a fleet of 200 aircraft,
composed of the following:
Number of Number of Number of
Company-Owned Company-Leased Customer-
Type Aircraft Aircraft Owned Aircraft Total
- -----------------------------------------------------------------------------------
Helicopters:
Bell 206 5 -- -- 5
Bell 222 13 9 -- 22
Bell 230 -- -- 2 2
Bell 407 5 9 6 20
Bell 412 4 3 2 9
Bell 430 -- 2 1 3
Eurocopter AS 350 15 28 3 46
Eurocopter AS 355 1 -- -- 1
Eurocopter BK 117 17 24 -- 41
Eurocopter BO 105 2 3 1 6
Eurocopter EC 130 -- 8 -- 8
Eurocopter EC 135 -- 10 3 13
Eurocopter EC 145 -- 1 4 5
Boeing MD 902 -- 2 -- 2
Sikorsky S 76 -- -- 1 1
------------------------------------------------------------
62 99 23 184
------------------------------------------------------------
Airplanes:
King Air E 90 1 -- 4 5
King Air B 100 -- 1 -- 1
King Air B 200 1 -- 2 3
Pilatus PC 12 -- 2 5 7
------------------------------------------------------------
2 3 11 16
------------------------------------------------------------
TOTALS 64 102 34 200
============================================================
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. In the ordinary course of business, we may from time to time purchase
and sell helicopters in order to best meet the specific needs of our operations.
9
We have experienced no significant difficulties in obtaining required parts for
our helicopters. Repair and replacement components are purchased primarily
through Bell and AEC, since Bell and Eurocopter aircraft make up the majority of
our fleet. Based upon the manufacturing capabilities and industry contacts of
Bell and AEC, we believe we will not be subject to material interruptions or
delays in obtaining aircraft parts and components. Any termination of production
by Bell or AEC would require us to obtain spare parts from other suppliers,
which are not currently in place.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the quarter ended
December 31, 2005.
10
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Our common stock is traded on the NASDAQ National Market System 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, 2005
----------------------------
Common Stock High Low
-----------------------------------------------------
First Quarter . . . . . . . . . . . . $ 8.47 $ 7.01
Second Quarter. . . . . . . . . . . . 8.17 6.55
Third Quarter . . . . . . . . . . . . 11.92 7.85
Fourth Quarter. . . . . . . . . . . . 17.87 11.20
YEAR ENDED DECEMBER 31, 2004
----------------------------
Common Stock High Low
----------------------------------------------------
First Quarter . . . . . . . . . . . . $9.33 $8.45
Second Quarter. . . . . . . . . . . . 9.20 7.80
Third Quarter . . . . . . . . . . . . 8.88 6.22
Fourth Quarter. . . . . . . . . . . . 8.66 6.65
As of February 24, 2006, there were approximately 263 holders of record of our
common stock. We estimate that we have approximately 3,300 beneficial owners of
common stock.
We have not paid any cash dividends since inception and intend to retain any
future earnings to finance the growth of our business rather than to pay
dividends. In addition, our senior credit facility contains a covenant which
prohibits the payment of dividends.
11
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected consolidated financial information of the
Company and our subsidiaries which has been derived from our audited
consolidated financial statements. This selected financial data should be read
in conjunction with our consolidated financial statements and notes thereto
appearing in Item 8 of this report. Revenue, expenses, assets, and long-term
liabilities as of and for the years ended December 31, 2005, 2004, 2003, and
2002, increased in part as a result of the acquisition of RMH in October 2002.
See "Business - General" in Item 1 of this report.
SELECTED FINANCIAL DATA OF THE COMPANY
(Amounts in thousands except share and per share amounts)
Year Ended December 31,
-----------------------
2005 2004 2003 2002 2001
--------------------------------------------------------------
STATEMENT OF OPERATIONS DATA:
Revenue $ 336,970 273,103 242,455 130,668 92,096
Operating expenses:
Operating 271,864 227,350 201,683 105,125 73,455
General and administrative 36,971 33,691 25,209 14,390 10,923
Other income (expense), net (8,110) (6,698) (7,197) (2,694) (1,770)
--------------------------------------------------------------
Income before income taxes 20,025 5,364 8,366 8,459 5,948
Income tax benefit (expense) (8,193) (2,121) (3,263) (3,299) 615
--------------------------------------------------------------
Income before cumulative effect of
change in accounting principle 11,832 3,243 5,103 5,160 6,563
Cumulative effect of change in method of
accounting for maintenance costs, net of
income taxes - 8,595 - - -
--------------------------------------------------------------
Net income $ 11,832 11,838 5,103 5,160 6,563
==============================================================
Basic income per common share:
Income before cumulative effect of
change in accounting principle $ 1.07 .30 .53 .56 .78
Cumulative effect of change in method of
accounting for maintenance costs, net of
income taxes - .79 - - -
--------------------------------------------------------------
Net income $ 1.07 1.09 .53 .56 .78
==============================================================
Diluted income per common share:
Income before cumulative effect of
change in accounting principle $ 1.02 .29 .51 .54 .76
Cumulative effect of change in method of
accounting for maintenance costs, net
of income taxes - .76 - - -
--------------------------------------------------------------
Net income $ 1.02 1.05 .51 .54 .76
==============================================================
Weighted average number of shares
of Common Stock outstanding - basic 11,058,971 10,894,863 9,665,278 9,184,421 8,421,671
==============================================================
Weighted average number of shares
of Common Stock outstanding - diluted 11,654,885 11,314,827 10,052,989 9,478,502 8,659,302
==============================================================
12
SELECTED FINANCIAL DATA OF THE COMPANY
(Amounts in thousands except share and per share amounts)
As of December 31,
---------------------------------------------
2005 2004 2003 2002 2001
---------------------------------------------
BALANCE SHEET DATA:
Total assets $221,532 204,723 215,649 196,396 85,557
Long-term liabilities 89,649 89,490 114,657 115,225 34,210
Stockholders' equity 86,211 73,079 60,688 46,218 36,543
SELECTED OPERATING DATA
2005 2004 2003 2002 2001
------------------------------------------
FOR YEAR ENDED DECEMBER 31:
CBM patient transports 31,841 30,159 25,676 12,870 9,212
HBM medical missions 49,644 46,630 46,570 26,367 19,073
AS OF DECEMBER 31:
CBM bases 69 64 59 48 17
HBM contracts 45 44 43 47 22
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the results of operations and financial condition
should be read in conjunction with our consolidated financial statements and
notes thereto included in Item 8 of this report. This report, including the
information incorporated by reference, contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. The use of any
of the words "believe," "expect," "anticipate," "plan," "estimate," and similar
expressions are intended to identify such statements. Forward-looking statements
include statements concerning our possible or assumed future results; size,
structure and growth of our air medical services and products markets;
continuation and/or renewal of HBM contracts; acquisition of new and profitable
Products Division contracts; flight volume and collection rates for CBM
operations; 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 section 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.
OVERVIEW
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. Our divisions, or business segments, are
organized according to the type of service or product provided and consist of
the following:
- - Community-Based Model (CBM) - provides air medical transportation services
to the general population as an independent service. 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. In 2005 the CBM Division generated 68% of our total revenue,
increasing from 65% in 2004 and 60% in 2003.
- - Hospital-Based Model (HBM) - provides air medical transportation services
to hospitals throughout the U.S. under exclusive operating agreements.
Revenue consists of fixed monthly fees (approximately 62% of total contract
revenue) and hourly flight fees (approximately 38% of total contract
revenue) billed to hospital customers. In 2005 the HBM Division generated
30% of our total revenue, decreasing from 33% in 2004 and 36% in 2003.
- - Products Division - designs, manufactures, and installs aircraft medical
interiors and other aerospace and medical transport products for domestic
and international customers. In 2005 the Products Division generated 2% of
our total revenue, compared to 2% in 2004 and 3% in 2003.
See Note 11 to the 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:
- - FLIGHT VOLUME. Fluctuations in flight volume have a greater impact on CBM
operations than HBM operations because 100% of CBM revenue is derived from
flight fees, as compared to 38% of HBM revenue. By contrast, 61% of the
Company's costs primarily associated with flight operations (including
salaries, aircraft ownership costs, hull insurance, and general and
administrative expenses) are mainly fixed in nature. While flight volume is
affected by many factors, including competition and the effectiveness of
marketing and business development initiatives, the greatest single
variable has historically been weather conditions. Adverse weather
conditions-such as fog, high winds, or heavy precipitation-hamper our
ability to operate our aircraft safely and, therefore, result in reduced
flight volume. Total patient transports for CBM operations were
approximately 31,800 for 2005 compared to approximately 30,200 for 2004.
Patient transports for CBM bases open longer than one year (Same-Base
Transports) were approximately 29,600 in 2005, unchanged from 2004.
14
- - REIMBURSEMENT PER TRANSPORT. Net reimbursement per transport for CBM and
HBM at-risk operations is primarily a function of price, payor 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. We respond to calls for air medical transports without
pre-screening the creditworthiness of the patient. Bad debt expense is
estimated during the period the related services are performed based on
historical collection experience. The provision is adjusted as required
based on actual collections in subsequent periods. We increased prices for
our CBM operations approximately 10% effective September 2004, 7% effective
March 2005, and 5% effective October 2005, contributing to an increase of
19.4% in net revenue after bad debt expense per transport from 2004 to
2005. The total provision for expected uncollectible amounts, including
contractual discounts for Medicare/Medicaid and bad debts, decreased from
48.1% of related gross flight revenue in 2004 to 45.6% in 2005. In 2004 we
increased staffing in the billing and collections department, segmented
billing by region, and hired a national billing director. In the third
quarter of 2005, we also upgraded our software systems for patient billing.
We believe that these organizational changes to the billing department
resulted in more timely billing and follow up on outstanding accounts and,
therefore, in an improvement in collection rates.
- - AIRCRAFT MAINTENANCE. Both CBM and HBM 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 (OEM's) tend to be higher for aircraft which are no
longer in production. Five models of aircraft within our fleet,
representing 39% 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. We entered into two long-term purchase
commitments in 2004 for a total of 25 aircraft and into two additional
purchase commitments in 2005 for ten aircraft. All new aircraft delivered
under these commitments are expected to replace the discontinued models and
other older aircraft over the next five to seven years. As of December 31,
2005, we had taken delivery of eleven aircraft under these commitments.
Replacement models of aircraft typically have higher ownership costs than
the models targeted for replacement but lower maintenance costs. Total
maintenance expense for CBM and HBM operations increased 6.3% from 2004 to
2005, while total flight volume for CBM and HBM operations increased 10.5%
over the same period. In 2005 we began to realize some of the benefits of
our efforts to modernize our fleet, as deliveries of new aircraft allowed
us to redeploy some older models into lower utilization markets or into the
backup fleet. In addition, engine upgrades performed in prior periods and
standard pricing contracts covering several key components of certain
models of aircraft helped to contain operating costs during 2005.
Approximately 20% fewer engine overhauls were performed during 2005
compared to the prior year, due to normal operating cycles.
- - COMPETITIVE PRESSURES FROM LOW-COST PROVIDERS. We are recognized within the
industry for our standard of service and our use of cabin-class aircraft.
Many of our regional 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. Deploying
multiple aircraft in a market also serves as a barrier to entry for lower
cost providers.
- - 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. In September 2003, our pilots voted to be represented by a
collective bargaining unit and negotiations on a collective bargaining
agreement began in early 2004. In November 2005, we provided the union a
settlement offer which was modified and tentatively accepted by the union
in March 2006, subject to ratification by the union membership and approval
by our board of directors. The settlement offer included changes to base
salary and overtime pay and to our contribution to 401k plans. If ratified
by the union membership prior to March 31, 2006, the agreement will be
effective January 1, 2006, through April 30, 2009. Under our proposed
settlement,
15
pay for overtime shifts would increase from regular pay rates to 1.5 times
regular pay rates. We currently maintain two 401k plans. Under one plan, we
contribute 2% of gross pay for all eligible employees and match 60% of the
employees' contributions up to 6% of their gross pay. Under the other plan,
we match 30% of the employees' contributions up to 6% of their gross pay.
In the proposed settlement, we will contribute up to 5.6% of gross pay to
both 401k plans, depending on the level of each employee's participation.
The estimated impact of the proposed change in base salary is $3.4 million
in the year of implementation. Because the impact of changes to overtime
pay and to the 401k plan contributions is dependent upon staffing levels
and employee participation in the 401k plan, the effect on our financial
statements cannot presently be fully quantified. We have also not yet
determined the extent, if any, to which the impact of the settlement offer
may be offset by price increases. There can be no assurance that our offer
will be accepted by the union or that we will not be subject to a work
stoppage if the parties are unable to come to an agreement. Other employee
groups may also elect to be represented by unions in the future.
RESULTS OF OPERATIONS
Year ended December 31, 2005 compared to 2004
We reported net income of $11,832,000 for the year ended December 31, 2005,
compared to $11,838,000 for the year ended December 31, 2004. Net income for the
year ended December 31, 2005, included a loss on early extinguishment of debt of
$3,104,000 (with a tax effect of approximately $1,211,000). Net income for the
year ended December 31, 2004, included the cumulative effect of a change in
accounting principle of $8,595,000, as discussed more fully below.
Operating income was $28,135,000 for the year ended December 31, 2005, compared
to $12,062,000 for the year ended December 31, 2004. Growth in operating income
for 2005 was partly due to an increase in flight volume for CBM and HBM
operations, resulting primarily from the opening of new bases or base
expansions. In addition, net reimbursement for CBM operations (revenue after
Medicare/Medicaid discounts and bad debt expense) improved 19.4% for the year
ended December 31, 2005, compared to the prior year.
FLIGHT OPERATIONS - COMMUNITY-BASED MODEL AND HOSPITAL-BASED MODEL
FLIGHT REVENUE increased $63,344,000, or 23.8%, from $265,697,000 for the year
ended December 31, 2004, to $329,041,000 for the year ended December 31, 2005.
Flight revenue is generated by both CBM and HBM operations and is recorded net
of Medicare/Medicaid discounts.
- - CBM - Flight revenue increased $52,559,000, or 29.7%, to $229,425,000 for
the following reasons:
- Average price increases of approximately 10% for all CBM operations
effective September 2004, approximately 7% effective March 2005, and
approximately 5% effective October 2005.
- Incremental revenue of $16,893,000 generated from the addition of
eleven new CBM bases during either 2004 or 2005.
- $2,247,000 generated from the provision of air medical transportation
services in New Orleans, Louisiana, and Gulfport, Mississippi, in the
aftermath of Hurricane Katrina, pursuant to contracts with FEMA.
- Closure of three bases during either 2005 or 2004, resulting in a
decrease in revenue of approximately $2,205,000 for the year ended
December 31, 2005.
- Consistent Same-Base Transports. Excluding the impact of the new bases
and base closures discussed above, total flight volume for all CBM
operations for 2005 was unchanged from the prior year. Higher
cancellations due to unfavorable weather conditions in the first
quarter of 2005, compared to the first quarter of 2004, were offset by
milder weather conditions during the remainder of the year.
- Increase caused by a change in payer mix to a lower percentage of
Medicare/Medicaid transports, resulting in lower contractual discounts
which are offset against flight revenue. The decrease in contractual
discounts, from 31.6% of related flight revenue in 2004 to 26.3% in
2005, was offset in part by an increase in bad debt expense. See
discussion of total provision for uncollectible accounts, including
contractual discounts and bad debt expense, below under Bad Debt
Expense.
16
- - HBM - Flight revenue increased $10,785,000, or 12.1%, to $99,616,000 for
the following reasons:
- Incremental revenue of $7,439,000 generated from the addition of two
new contracts and the expansion of nine contracts during either 2005
or 2004.
- Discontinuation of service under one contract during the first quarter
of 2004, resulting in a decrease in revenue of approximately $88,000
in 2005.
- Annual price increases in the majority of contracts based on changes
in the Consumer Price Index.
- Increase of 1.5% in flight volume for all contracts excluding the new
contracts, contract expansions, and the discontinued contract
discussed above.
FLIGHT CENTER COSTS (consisting primarily of pilot, mechanic, and medical staff
salaries and benefits) increased $14,787,000, or 15.5%, to $110,197,000 for the
year ended December 31, 2005, compared to 2004. Changes by business segment are
as follows:
- - CBM - Flight center costs increased $10,681,000, or 17.5%, to $71,547,000
for the following reasons:
- Increase of $6,457,000 for the addition of personnel and facilities
for the new base locations described above.
- Decrease of $1,381,000 due to the closure of base locations described
above.
- Incremental costs of $444,000 incurred in providing air medical
transportation services in the aftermath of Hurricane Katrina pursuant
to contracts with FEMA. Incremental costs include employee travel and
fuel costs and do not include the base salaries of the employees
deployed nor the cost of the aircraft deployed.
- Increases in salaries for merit pay raises.
- - HBM - Flight center costs increased $4,106,000, or 11.9%, to $38,650,000
primarily due to the following:
- Increases of approximately $2,279,000 for the addition of personnel to
staff new base locations described above.
- Decrease of approximately $35,000 due to the base closure described
above.
- Increases in salaries for merit pay raises.
AIRCRAFT OPERATING EXPENSES increased $5,125,000, or 8.6%, for the year ended
December 31, 2005, in comparison to 2004. 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
increase in costs is due to the following:
- - Addition of 21 helicopters for CBM operations and 9 for HBM operations
during either 2005 or 2004, resulting in an increase in aircraft operating
expenses of approximately $3,328,000.
- - Increase of $313,000 in fuel costs as a result of the addition of new CBM
bases, net of the impact of closed CBM bases. The addition of new HBM bases
and expansion of HBM programs did not have a material impact on fuel costs
because HBM customers typically pay for all fuel consumed in medical
flights.
- - Increase of approximately 20.5% in the cost of aircraft fuel per hour
flown.
- - Decrease in hull insurance rates effective July 2004 and again in July
2005.
- - Containment of maintenance costs. Excluding the impact of new aircraft
described above, maintenance costs increased approximately 1.7% in 2005.
Engine upgrades performed in prior periods and standard pricing contracts
covering several key components of certain models of aircraft helped to
contain operating costs. In addition, deliveries of new aircraft allowed
the Company to redeploy some older models into lower utilization markets or
into the backup fleet. Approximately 20% fewer engine overhauls were also
performed during 2005 compared to the prior year, due to normal operating
cycles.
AIRCRAFT RENTAL EXPENSE increased $2,975,000, or 19.7%, for the year ended
December 31, 2005, in comparison to the year ended December 31, 2004.
Incremental rental expense incurred in 2005 for 21 leased aircraft added to the
Company's fleet during either 2005 or 2004 totaled $3,626,000. The increase for
new aircraft was offset in part by refinancing twelve aircraft at lower lease
rates during 2005.
BAD DEBT EXPENSE increased $17,900,000, or 41.7%, for the year ended December
31, 2005, compared to 2004, primarily due to the increase in related flight
revenue. In addition, bad debt expense as a percentage of related net flight
revenue was 26.1% in 2005, compared to 24.1% in 2004. Flight revenue is recorded
net of Medicare/Medicaid discounts. The total reserve for expected uncollectible
amounts, including contractual discounts and bad debts, was 45.6% of related
gross flight revenue for 2005, down from 48.1% for 2004. We believe that the
improvement in
17
collection rates is primarily the result of organizational changes within our
billing department which provided for more timely billing and follow up on
outstanding accounts. Bad debt expense related to the Products Division was not
significant in either 2005 or 2004.
MEDICAL INTERIORS AND PRODUCTS
SALES OF MEDICAL INTERIORS AND PRODUCTS increased $536,000, or 7.3%, from
$7,300,000 for the year ended December 31, 2004, to $7,836,000 for the year
ended December 31, 2005. In 2005, we completed production of thirteen HH-60L
units and nineteen MEV litter systems. We also began production of eleven
additional HH-60L units and 21 additional MEV units. Other significant projects
in 2005 included production of a multi-mission interior for a Sikorsky FIREHAWK
helicopter for the Los Angeles County Fire Department and four modular medical
interiors for commercial customers. Revenue by product line for the year ended
December 31, 2005, was as follows:
- - $3,857,000 - manufacture of multi-mission interiors
- - $2,191,000 - manufacture and installation of modular medical interiors
- - $1,788,000 - design and manufacture of other aerospace and medical
transport products
Significant projects in 2004 included production of thirteen HH-60L units, forty
MEV litter systems, a multi-mission interior for a Sikorsky FIREHAWK helicopter
for the Los Angeles County Fire Department, and four modular medical interiors
for three commercial customers. Revenue by product line for the year ended
December 31, 2004, was as follows:
- - $4,244,000 - manufacture of multi-mission interiors
- - $811,000 - manufacture and installation of modular medical interiors
- - $2,245,000 - design and manufacture of other aerospace and medical
transport products
COST OF MEDICAL INTERIORS AND PRODUCTS increased $2,579,000, or 95.0%, for the
year ended December 31, 2005, as compared to the previous year. The average net
margin earned on projects during 2005 was 26.1% compared to 43.9% in 2004,
primarily due to the change in product mix. The margin earned on multi-mission
interiors is typically higher than the margins earned on modular medical
interiors for commercial customers. 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 $1,038,000, or 9.5%, for the
year ended December 31, 2005, primarily as a result of upgrades to aircraft,
engines, and avionics systems and the purchase of rotable equipment, a new
patient billing software system and related hardware, and office and medical
equipment for the new bases described above.
GENERAL AND ADMINISTRATIVE (G&A) EXPENSES increased $3,280,000, or 9.7%, for the
year ended December 31, 2005, compared to the year ended December 31, 2004,
reflecting an increase in billing and collections and CBM program administration
staff and in pilot training costs to manage the growth in our operations. G&A
expenses in 2005 also include performance bonuses for executive officers and
other management personnel. G&A expenses include executive management,
accounting and finance, billing and collections, human resources, aviation
management, pilot training, dispatch and communications, and CBM program
administration. G&A expenses were 11.0% of revenue in 2005, compared to 12.3% in
2004.
INTEREST EXPENSE decreased $1,900,000, or 24.2%, for the year ended December 31,
2005, compared to 2004, partly as a result of regularly scheduled payments of
long-term debt and decreased borrowings against our line of credit. The average
balance outstanding against the line was approximately $15.4 million during
2005, compared to $16.9 million during 2004. In addition, in May 2005 we repaid
$23 million in subordinated debt, which had an effective interest rate of 16.2%
during 2005, with the proceeds of $20 million in term loans which bore interest
at an effective rate of approximately 6.9% during 2005. The remainder of the
repayment was funded by draws against the line of credit.
18
LOSS ON EARLY EXTINGUISHMENT OF DEBT for 2005 totaled $3,104,000 and related to
the repayment of $23 million in subordinated debt in May 2005. We wrote off
approximately $1,724,000 in debt origination costs and note discount related to
the subordinated debt and paid a prepayment penalty of $1,380,000 to the holders
of the subordinated debt.
INCOME TAX EXPENSE was $8,193,000, or 40.9% of income before taxes, in 2005 and
$2,121,000, or 39.5% of income before taxes, in 2004. In 2005 we changed our
year-end for income tax filing from June 30 to December 31 to coincide with our
fiscal year-end and filed a short-period return for the six months ended
December 31, 2004. The true-up of deferred tax assets and liabilities resulted
in an increase of $368,000 to deferred tax liabilities and income tax expense in
2005. During 2005, net operating loss carryforwards (NOL's) of $1.4 million, for
which a valuation allowance had previously been established, expired. Based on
management's assessment, realization of net deferred tax assets through future
taxable earnings is considered more likely than not.
Year ended December 31, 2004 compared to 2003
We reported net income of $11,838,000 for the year ended December 31, 2004,
compared to $5,103,000 for the year ended December 31, 2003. Net income for the
year ended December 31, 2004, included the cumulative effect of a change in
accounting principle of $8,595,000, as discussed more fully below. Before the
cumulative effect of the change in accounting principle, we reported net income
of $3,243,000 for 2004. An increase in flight volume during the year was offset
in part by increased aircraft maintenance costs and bad debt expense.
CHANGE IN ACCOUNTING METHOD
Effective January 1, 2004, we changed our method of accounting for major engine
and airframe component overhaul costs from the accrual method of accounting to
the direct expense method. Under the new accounting method, maintenance costs
are recognized as expense as maintenance services are performed. Accordingly,
effective January 1, 2004, we reversed our major overhaul accrual totaling
$33,809,000 for all owned and leased aircraft and reversed the remaining
capitalized maintenance included in fixed assets relating to used aircraft
purchases totaling $19,719,000, with the balance reflected as the cumulative
effect of change in accounting principle of $8,595,000 ($14,090,000, net of
income taxes of $5,495,000).
In 2002, the impact of the major overhaul accrual relating to aircraft purchased
in the RMH acquisition was considered a component of the valuation of the
aircraft and did not affect the allocation of the purchase price to goodwill.
Accordingly, the change in method to the direct expense method in 2004 resulted
in a reduction in the asset value assigned to RMH aircraft. The amount of the
cumulative effect of the change in accounting principle related to RMH aircraft
was due exclusively to depreciation of the asset value or changes in the
liability balances which had been expensed subsequent to the acquisition.
Therefore, the majority of the cumulative effect of the change in accounting
principle related to aircraft which were in our fleet prior to the RMH
acquisition.
Pro forma results, assuming the change in accounting principle had been applied
retroactively, are as follows for the year ended December 31, 2003 (amounts in
thousands):
As Reported Pro Forma
-----------------------
Aircraft operations expense $ 56,776 52,430
=======================
Depreciation and amortization $ 11,309 9,797
=======================
Net income $ 5,103 8,676
=======================
Basic income per share $ .53 .90
=======================
Diluted income per share $ .51 .86
=======================
19
FLIGHT OPERATIONS - COMMUNITY-BASED MODEL AND HOSPITAL-BASED MODEL
FLIGHT REVENUE increased $31,010,000, or 13.2%, from $234,687,000 for the year
ended December 31, 2003, to $265,697,000 for the year ended December 31, 2004.
- - CBM - Flight revenue increased $30,542,000, or 20.9%, to $176,867,000 for
the following reasons:
- Incremental revenue of $22,324,000 generated from the addition of
seventeen new CBM bases during either 2003 or 2004.
- Purchase of certain business assets from another air medical service
provider in southeastern Arizona in May 2003, resulting in the
expansion of operations from three bases to five. Transport volume for
all bases in the region increased 91.6% during the first four months
of 2004 compared to the same period in 2003, resulting in incremental
revenue of approximately $2,508,000.
- Closure of one base in the fourth quarter of 2003, one in the first
quarter of 2004, and one during the third quarter of 2004, resulting
in a decrease in revenue of approximately $3,293,000.
- Increase in Same Base Transports. Excluding the impact of the new
bases and base closures discussed above, total flight volume for all
CBM operations increased 4.1% in 2004, primarily attributable to
improved weather conditions and an increase in flight requests, driven
in part by enhanced crew outreach and other marketing initiatives.
- Average price increase of approximately 5% for all CBM operations
effective January 1, 2004, and an average price increase of
approximately 10% effective September 1, 2004.
- Decrease caused by a change in payer mix to a higher percentage of
Medicare/Medicaid transports, resulting in higher contractual
discounts which are offset against flight revenue. See discussion of
total provision for uncollectible accounts, including contractual
discounts and bad debt expense, below under "Bad Debt Expense."
- - HBM - Flight revenue increased $469,000, or 0.5%, to $88,831,000 for the
following reasons:
- Discontinuation of service under three contracts either prior to or
during the first quarter of 2004. In addition, during the fourth
quarter of 2003, one HBM customer converted to CBM operations. The
resulting decrease in revenue from all of these actions was
approximately $5,356,000.
- Revenue of $2,859,000 generated by the addition of one new contract
during the first quarter and the expansion of three contracts in the
second and fourth quarters of 2004.
- Annual price increases in the majority of contracts based on changes
in the Consumer Price Index.
- Increase of 3.3% in flight volume for all contracts, excluding the
discontinued contracts and new contracts discussed above.
FLIGHT CENTER COSTS increased $11,918,000, or 14.3%, to $95,410,000 for the year
ended December 31, 2004, compared to 2003. Changes by business segment are as
follows:
- - CBM - Flight center costs increased $11,224,000, or 22.6%, to $60,866,000
for the following reasons:
- Increase of $10,524,000 for the addition of personnel and facilities
for the new base locations described above.
- Decrease of $1,650,000 due to the closure of base locations described
above.
- Increases in salaries for merit pay raises.
- - HBM - Flight center costs increased $694,000, or 2.1%, to $34,544,000
primarily due to the following:
- Decrease of $2,067,000 due to the closure of base locations described
above.
- Increase of $1,252,000 for the addition of personnel and facilities
for the new base locations described above.
- Increases in salaries for merit pay raises.
20
AIRCRAFT OPERATING EXPENSES increased $3,140,000, or 5.5%, for the year ended
December 31, 2004, in comparison to 2003, due to the following:
- - Addition of eighteen helicopters for CBM operations and fifteen for HBM
operations during either 2003 or 2004. The resulting incremental impact for
2004 was an increase of approximately $2,723,000.
- - Increase of approximately 21% in the number of engine events requiring
significant repair or overhaul and increase of approximately 60% in the
number of blade repairs for BK117 helicopters compared to 2003.
- - Increase of approximately 12.8% in the cost of aircraft fuel per hour
flown.
- - Decrease in hull insurance rates effective July 2004.
AIRCRAFT RENTAL EXPENSE increased $3,230,000, or 27.3%, for the year ended
December 31, 2004, in comparison to the year ended December 31, 2003.
Incremental rental expense incurred in 2004 for 26 leased aircraft added to the
our fleet during either 2003 or 2004 totaled $3,639,000.
BAD DEBT EXPENSE increased $10,373,000, or 31.9%, for the year ended December
31, 2004, compared to 2003, due in part to the increase in related flight
revenue. In addition, bad debt expense as a percentage of related net flight
revenue was 24.1% in 2004, compared to 22.2% in 2003. Flight revenue is recorded
net of Medicare/Medicaid discounts. The total reserve for expected uncollectible
amounts, including contractual discounts and bad debts, increased from 43.6% of
related gross flight revenue for 2003 to 48.1% for 2004. We believe the decrease
in collection rates is due to general recessionary trends in the economy and a
related increase in the number of uninsured patients and in patients covered by
Medicaid, as well as to the dilutive effect of price increases on collection
rates. Bad debt expense related to HBM operations and Products Division was not
significant in either 2004 or 2003.
MEDICAL INTERIORS AND PRODUCTS
SALES OF MEDICAL INTERIORS AND PRODUCTS increased $497,000, or 7.3%, from
$6,803,000 for the year ended December 31, 2003, to $7,300,000 for the year
ended December 31, 2004. Significant projects in 2004 included production of
thirteen HH-60L units, forty MEV litter systems, a multi-mission interior for a
Sikorsky FIREHAWK helicopter for the Los Angeles County Fire Department, and
four modular medical interiors for three commercial customers. Revenue by
product line for the year ended December 31, 2004, was as follows:
- - $811,000 - manufacture and installation of modular medical interiors
- - $4,244,000 - manufacture of multi-mission interiors
- - $2,245,000 - design and manufacture of other aerospace and medical
transport products
Significant projects in 2003 included the manufacture of eight modular medical
interiors for four commercial customers and eleven HH-60L units. Revenue by
product line for the year ended December 31, 2003, was as follows:
- - $2,927,000 - manufacture and installation of modular medical interiors
- - $2,782,000 - manufacture of multi-mission interiors
- - $1,094,000 - design and manufacture of other aerospace and medical
transport products
COST OF MEDICAL INTERIORS AND PRODUCTS decreased $2,052,000, or 43.1%, for the
year ended December 31, 2004, as compared to the previous year. The average net
margin earned on projects during 2004 was 44% compared to 24% in 2003, primarily
due to the change in product mix. The margin earned on multi-mission interiors
is typically higher than the margins earned on modular medical interiors for
commercial customers. In addition, aircraft interiors completed for commercial
customers during 2003 were for new types of aircraft in which we had not
previously installed our modular interior, leading to higher engineering and
documentation costs and lower profit margins. 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.
21
GENERAL EXPENSES
DEPRECIATION AND AMORTIZATION EXPENSE decreased $326,000, or 2.9%, for the year
ended December 31, 2004, primarily due to the change in the method of accounting
for major engine and airframe component overhauls and replacements, as discussed
more fully above. As part of the change in method, we reversed the remaining
capitalized maintenance included in fixed assets relating to used aircraft
purchases, resulting in a decrease of approximately $1,512,000 in depreciation
expense in 2004. The decrease was offset in part by depreciation on engine
upgrades, medical interior and avionics upgrades, an upgraded flight tracking
system, and computer hardware and software placed into service in 2004.
GENERAL AND ADMINISTRATIVE (G&A) EXPENSES increased $8,482,000, or 33.6%, for
the year ended December 31, 2004, compared to the year ended December 31, 2003,
reflecting the growth in our operations. G&A expenses were 12.3% of revenue for
2004, compared to 10.4% for 2003. During the last half of 2003, we formalized
the organization structure for our CBM division along regional and program lines
and added administrative personnel to manage the daily operations of CBM bases.
This increase in administrative staffing was offset in part by a reduction in
Flight Center Costs for personnel previously assigned exclusively to a single
base of operation. We also increased the number of billing and collections
personnel in 2004 to keep pace with the growth in CBM operations and to address
a slowdown in collections in early 2004. In addition, telecommunications costs
associated with dispatch operations increased $700,000 in 2004. During 2004, we
also incurred approximately $1,178,000 in audit fees and outside consultant
costs related to the audit of internal controls required by Section 404 of the
Sarbanes-Oxley Act of 2002. These increases were offset in part by a decrease in
aviation management costs resulting from the consolidation of FAA Part 135
operating certificates from four certificates at the beginning of 2003 to two
certificates by the beginning of 2004.
INTEREST EXPENSE decreased $396,000, or 4.8%, for the year ended December 31,
2004, compared to 2003, due to decreases in principal balances as a result of
regularly scheduled payments and the refinancing of $17.5 million of debt at
lower interest rates during the fourth quarter of 2003 and the first quarter of
2004.
We recorded INCOME TAX EXPENSE of $2,121,000 in 2004 and $3,263,000 in 2003,
both at an effective rate of approximately 39%. For income tax purposes, at
December 31, 2004, we had net operating loss carryforwards (NOL's) of
approximately $23 million, expiring at various dates through 2024. During 2004,
NOL's of $4.2 million, for which a valuation allowance had previously been
established, expired. As of December 31, 2004, a valuation allowance had been
provided for NOL's which were not expected to be realized prior to expiration.
LIQUIDITY AND CAPITAL RESOURCES
We had working capital of $66,839,000 as of December 31, 2005, compared to
$48,849,000 as of December 31, 2004. The change in working capital position is
primarily attributable to the following:
- - Increase of $18,393,000 in net receivables consistent with increased
revenue for the CBM and HBM divisions and increased net reimbursement for
CBM operations. In addition, days' sales outstanding for CBM operations,
measured by comparing net revenue for the annualized previous 3-month
period to outstanding net accounts receivable, increased from 101 days at
December 31, 2004, to 119 days at December 31, 2005. The increase in days'
sales outstanding is primarily due to a software systems conversion in the
billing department during the third quarter of 2005 and an initiative to
centralize the billing and collection function into a single location
during the fourth quarter of 2005 which we believe slowed the pace of
collections temporarily.
- - Increase of $3,549,000 in accrued wages and compensated absences, primarily
because of the accrual of performance bonuses not paid prior to year-end.
- - Change of $5,520,000 in our net current portion of deferred income taxes,
from a net current liability to a net current asset, primarily related to a
decrease in the difference between the book basis of the allowance for
uncollectible accounts and the tax basis of the allowance.
22
CASH REQUIREMENTS
Debt and Other Long-term Obligations
The following table outlines our contractual obligations as of December 31, 2005
(amounts in thousands):
Less than 1 After 5
Total year 1-3 years 4-5 years years
----------------------------------------------------
Long-term debt principal $ 67,103 9,399 21,855 35,849 --
Interest payments (1) 16,530 4,476 7,287 4,767 --
----------------------------------------------------
Total long-term debt obligations 83,633 13,875 29,142 40,616 --
----------------------------------------------------
Capital leases 1,345 657 496 192 --
Interest payments 211 140 57 14 --
----------------------------------------------------
Total capital lease obligations 1,556 797 553 206 --
----------------------------------------------------
Operating leases 138,112 21,780 40,377 34,856 41,099
Aircraft purchase commitments 83,075 27,575 22,200 22,200 11,100
----------------------------------------------------
Total $306,376 64,027 92,272 97,878 52,199
====================================================
<FN>
(1) Interest payments include an estimate of variable-rate interest on our
revolving credit facility and notes with principal balances totaling
$26,925,000 as of December 31, 2005. Variable interest was estimated using
the weighted average rate in effect during 2005 for each note and the
weighted average balance outstanding against the revolving credit facility
during 2005.
Balloon payments on long-term debt are due as follows:
- $2,745,000 in 2006
- $997,000 in 2007
- $7,231,000 in 2008
- $1,918,000 in 2009
- $25,827,000 in 2010
OFF-BALANCE SHEET ARRANGEMENTS
Residual Value Guarantees
We have entered into various aircraft operating leases under which we provide
residual value guarantees to the lessor. As of December 31, 2005, the
undiscounted maximum amount of potential future payments under the guarantees is
$3,311,000. No amounts have been accrued for any estimated losses with respect
to the guarantees, since it is not probable that the residual value of the
aircraft will be less than the amounts stipulated in the guarantee. The
assessment of whether it is probable that we will be required to make payments
under the terms of the guarantee is based on current market data and our actual
and expected loss experience.
Aircraft Purchase Commitments
In March 2004, we entered into a commitment agreement to purchase ten Eurocopter
EC135 helicopters for approximately $34.3 million, with deliveries scheduled
through the first quarter of 2005. As of December 31, 2005, we had taken
delivery of all aircraft under the agreement.
23
In July 2004, we entered into a commitment agreement to purchase fifteen Bell
429 helicopters for approximately $55.5 million, beginning in 2007, with a
minimum of three deliveries per year. The agreement provides for special
incentives, including a trade-in option for up to fifteen Bell 222 helicopters,
with minimum guaranteed trade-in values.
In August 2005, we entered into a commitment agreement to purchase six
Eurocopter EC135 helicopters for approximately $23.0 million, with deliveries
scheduled in 2006. In October 2005, we also entered into a purchase commitment
for four Eurocopter AS350 helicopters for approximately $6.1 million. As of
December 31, 2005, we had taken delivery of one aircraft under the agreement.
We intend to place the new aircraft primarily into existing bases and to either
sell the aircraft which are replaced or redeploy them into the backup fleet.
Typically we have financed aircraft acquired under these or similar commitments
through operating lease agreements.
Letters of Credit
In August 2004, we entered into a letter of credit with a financial institution
to securitize an aircraft leased under an operating lease agreement. Because the
aircraft is operated in Puerto Rico, the lessor is unable to perfect its
security interest against the aircraft. The letter of credit perpetually renews
for consecutive one-year terms through the end of the lease agreement in July
2010 or until the aircraft is moved from Puerto Rico and reduces the available
borrowing capacity under our revolving credit facility. The letter of credit
amount decreases annually based on reductions in the stipulated loss value of
the aircraft under the lease agreement and was $1,036,000 at December 31, 2005.
In January 2005, we entered into a $1,400,000 letter of credit with an insurance
underwriter in lieu of increasing cash deposits on our workers compensation
insurance policy. The letter of credit may be renewed annually and reduces the
available borrowing capacity under our revolving credit facility.
SOURCES AND USES OF CASH
We had cash and cash equivalents of $3,218,000 at December 31, 2005, compared to
$2,603,000 at December 31, 2004. Cash generated by operations increased to
$20,863,000 in 2005 from $15,381,000 in 2004, due in part to the improvement in
results of operations described above. Receivable balances, net of bad debt
expense, increased $18,393,000 in 2005 compared to $3,070,000 in 2004,
reflecting continued growth in CBM and HBM revenue, an improved net
reimbursement rate for CBM operations, and the increase in days' sales
outstanding as described above. Balances for accounts payable and other accrued
liabilities increased $4,236,000 in 2005, compared to $1,063,000 in 2004,
primarily because of the accrual of performance bonuses not paid prior to
year-end.
Cash used for investing activities totaled $5,984,000 in 2005, compared to
$11,501,000 in 2004. Equipment acquisitions in 2005 consisted primarily of
rotable equipment, medical and office equipment for new bases, information
systems hardware and software, and upgrades to aircraft, engines, and avionics
systems. In 2005 we received $463,000 in insurance proceeds for an aircraft
destroyed in an accident and sold an aircraft previously classified as held for
sale for $607,000. Equipment acquisitions in 2004 consisted primarily of medical
interior and avionics installations, information systems hardware and software,
and rotable equipment. In 2004 we received $1,600,000 from the sale of two of
our aircraft and approximately $1,300,000 from the refund of deposits for the
purchase of aircraft, primarily through the arrangement of long-term operating
lease financing.
Financing activities used $14,264,000 in 2005, compared to $6,851,000 in 2004.
In 2005, we used $20 million of term loan proceeds and additional draws against
our line of credit to fund the early repayment of $23 million in subordinated
debt and the related prepayment penalty of $1,380,000. We also paid $611,000 in
debt issuance costs, primarily associated with the amendment to our senior
credit facility in May 2005. We used proceeds from new note agreements
originated in 2004 to refinance existing debt with higher interest rates and to
fund the acquisition of new software systems and other capital expenditures. The
other primary use of cash in both 2005 and 2004 was regularly scheduled payments
of long-term debt and capital lease obligations. In 2005 we also paid down our
line of credit balance by $7,864,000.
24
Senior Credit Facility
On May 9, 2005, we amended and restated our senior credit facility and repaid
our subordinated debt facility. The senior credit facility was further amended
on December 15, 2005. The amendments provided for, among other things, $25
million of term loans, an extension of the maturity date to December 14, 2010,
and modifications to the financial covenants. The proceeds from the term loans,
along with additional borrowings under the revolving credit facility, were used
to repay our $23 million of subordinated debt. In the second quarter of 2005, we
wrote off $1,724,000 in debt origination costs and note discount related to the
subordinated debt and paid a prepayment penalty of $1,380,000 to the holders of
the subordinated debt.
Borrowings under the credit facility are secured by thirteen aircraft and
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. The facility matures December 14, 2010, but
can be prepaid at any time, subject to payment of an early termination fee
ranging from .25% to 1% if the termination occurs prior to December 14, 2010. As
of December 31, 2005, we had $6,855,000 outstanding against the $35 million
revolving credit facility and available capacity on the facility of $25,702,000.
Quarterly principal payments of $425,000 on the term loans will commence in
November 2006 and continue until December 2010, when all remaining principal is
due.
The revolving loans bear interest, at our option, at either (i) the higher of
the federal funds rate plus 0.50% or the prime rate as announced by the lenders
or (ii) a rate equal to LIBOR plus an applicable margin ranging from 1.75% to
3.00%. The term loans bear interest, at our option, at either (i) the higher of
the federal funds rate plus 3.00% or the prime rate as announced by the lenders
plus 2.50% or (ii) a rate equal to LIBOR plus 4.00%. As of December 31, 2005,
the weighted average interest rate on the outstanding balance against the
revolving credit facility was 6.08% and the weighted average interest rate on
the term loans was 8.14%.
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; events of insolvency or bankruptcy; failure to timely discharge
judgments of $250,000 or more; failure to maintain the first priority status of
liens under the credit facility; levy against a material portion of our assets;
default under other indebtedness; suspension of material governmental permits;
interruption of operations at any of our facilities that has a material adverse
effect; 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 dividends, make loans and investments,
enter into real property leases exceeding specified expenditure levels, make any
material change to the nature of our business, enter into any transaction with
affiliates other than on arms' length terms, prepay indebtedness, enter into a
merger or consolidation, or sell assets. The credit facility also places limits
on the amount of new indebtedness, operating lease obligations, and unfinanced
capital expenditures which we can incur in a fiscal year. We are required to
maintain certain financial ratios as defined in the credit facility and other
notes. As of December 31, 2005, we had exceeded the limitation on annual capital
expenditures, inclusive of leased assets, and had received a waiver from the
lenders for the covenant violation.
New Community-based Operations
Opening a new community-based operation typically requires an investment in an
additional aircraft, aviation and medical personnel, and crew quarters. We may
take possession of the additional aircraft up to three months prior to the
commencement of operations in order to retrofit the aircraft for medical
transport. Staff may also be hired a month in advance of the operation start
date. Because of the delay between date of transport and collection of
receivables from the patients or their insurers, new community-based operations
may not produce positive cash flow during at least the first three months of
operation.
25
Other Sources
As of December 31, 2005, we have additional equity in encumbered aircraft which
could be utilized as collateral for borrowing funds as an additional source of
working capital if necessary. We also have $25,702,000 unused capacity on our
revolving credit facility. We believe that these borrowing resources, coupled
with cash flows from operations, will allow us to meet our obligations in the
coming year.
OUTLOOK FOR 2006
The statements contained in this Outlook are based on current expectations.
These statements are forward-looking, and actual results may differ materially.
We undertake no obligation to update any forward-looking statements.
Community-Based Model
In the first quarter of 2006, we expect to open two new CBM bases in the
southeast region and one in California. In addition, we began services under a
one-year contract with a military base in California in the first quarter of
2006. CBM flight volume at all other locations during 2006 is expected to be
consistent with historical levels, subject to seasonal, weather-related
fluctuations. Effective January 1, 2006, we increased prices for our CBM
operations an average of approximately 10%.
Hospital-Based Model
In the fourth quarter of 2005, we expanded one existing contract in North
Carolina to an additional satellite base. We have also been awarded a 3-year
contract to begin rotor wing operations in Montana during the second quarter of
2006. Thirteen hospital contracts are due for renewal in 2006. We expect 2006
flight activity for continuing hospital contracts to remain consistent with
historical levels.
Products Division
As of December 31, 2005, eleven HH-60L units and 21 MEV units for the U.S. Army
and three modular medical interiors for commercial customers were in process.
Remaining revenue for all contracts in process is estimated at $3.3 million.
The current U.S. Army Aviation Modernization Plan defines a requirement for 180
HH-60L Multi-Mission Medevac units in total over an unspecified number of years.
We have already completed 28 HH-60L units under the program, in addition to the
eleven currently under contract. The U.S. Army has also forecasted a requirement
for a total of 119 MEV units over four years; we have previously delivered 82
units, in addition to the 21 units currently under contract. There is no
assurance that orders for additional units will be received in future periods.
All Segments
We implemented a new software system for patient billing in 2005 and expect to
implement new software for inventory tracking in 2006.
There can be no assurance that we will continue to maintain flight volume or
current levels of collections on receivables for CBM operations, renew operating
agreements for our HBM operations, or generate new profitable contracts for the
Products Division.
CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.
26
On an on-going basis, management evaluates our estimates and judgments,
including those related to revenue recognition, uncollectible receivables,
deferred income taxes, and depreciation and residual values. Management bases
its estimates and judgments on historical experience and on various other
factors that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions.
Management believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of our consolidated
financial statements.
Revenue Recognition
Fixed flight fee revenue under our operating agreements with hospitals is
recognized monthly over the terms of the agreements. Flight revenue relating to
patient transports is recognized upon completion of the services. Revenue and
accounts receivable are recorded net of estimated contractual allowances under
agreements with third-party payers (i.e., Medicare and Medicaid). Estimates of
contractual allowances are initially determined based on historical discount
percentages for Medicare and Medicaid patients and adjusted periodically based
on actual discounts. If actual discounts realized are more or less than those
projected by management, adjustments to contractual allowances may be required.
Based on related flight revenue for the year ended December 31, 2005, a change
of 100 basis points in the percentage of estimated contractual discounts would
have resulted in a change of approximately $3,159,000 in flight 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.
Uncollectible Receivables
We respond to calls for air medical transports without pre-screening the credit
worthiness of the patient. Uncollectible trade receivables are charged to
operations using the allowance method. Estimates of uncollectible receivables
are determined monthly based on historical collection rates and adjusted monthly
thereafter based on actual collections. If actual future collections are more or
less than those projected by management, adjustments to allowances for
uncollectible accounts may be required. There can be no guarantee that we will
continue to experience the same collection rates that we have in the past. Based
on related net flight revenue for the year ended December 31, 2005, a change of
100 basis points in the percentage of estimated uncollectible accounts would
have resulted in a change of approximately $2,327,000 in flight revenue.
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 and record a valuation allowance for
those amounts we believe are not likely to be realized. Establishing or
increasing a valuation allowance in a period increases income tax expense. 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. 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.
27
Depreciation and Residual Values
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.
NEW ACCOUNTING STANDARDS
In December 2004, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 123R (Statement 123R), Accounting for Stock-Based Compensation, an
amendment of FASB Statement No. 123. Statement 123R requires recognition of the
grant-date fair value of stock options and other equity-based compensation
issued to employees in the income statement and provides for either a modified
prospective or modified retrospective transition method for adopting the
statement. The statement will be effective for us beginning with the first
quarter of 2006. We expect to adopt the modified prospective method of
implementation. Under the modified prospective method, compensation cost will be
recognized in the financial statements beginning with the effective date based
on the requirements of Statement 123R for all share-based payments granted after
that date and based on the requirements of Statement 123 for all unvested awards
granted prior to the effective date of Statement 123R. We expect the adoption of
this standard to reduce net income in the year ending December 31, 2006, by
approximately $246,000. This estimate is based on the number of unvested options
currently outstanding and exercisable and could change based on the number of
options granted or forfeited in fiscal 2006.
In May 2005, the FASB issued FASB Statement No. 154, Accounting Changes and
Error Correction, replacing APB Opinion No. 20, Accounting Changes and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements.
Among other changes, Statement 154 requires that a voluntary change in
accounting principle be applied retrospectively with all prior period financial
statements presented on the new accounting principle, unless it is impracticable
to do so. Statement 154 also provides that a change in method of depreciating or
amortizing a long-lived nonfinancial asset be accounted for as a change in
estimate (prospectively) that was effected by a change in accounting principle,
and that the correction of errors in previously issued financial statements
should be termed a "restatement." The new standard is effective for accounting
changes and correction of errors made in fiscal years beginning after December
15, 2005. We do not expect the adoption of Statement 154 to have a material
impact on our financial position or results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the potential loss arising from adverse changes in market rates
and prices, such as foreign currency exchange and interest rates. All of our
product sales and related receivables are payable in U.S. dollars. We are
subject to interest rate risk on our debt obligations and notes receivable, most
of which have fixed interest rates, except $6,855,000 outstanding against the
line of credit and $26,925,000 in notes payable. Based on the amounts
outstanding at December 31, 2005, the annual impact of a change of 100 basis
points in interest rates would be approximately $338,000. Interest rates on
these instruments approximate current market rates as of December 31, 2005.
Periodically we enter into interest rate risk hedges to minimize exposure to the
effect of an increase in interest rates. As of December 31, 2005, we were party
to one interest rate swap agreement. The swap agreement provides that we will
pay a 3.62% fixed interest rate on $866,000 of notional principal and receive a
floating interest rate (LIBOR plus 2.50%) on the same amount of notional
principal from the counterparty.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Consolidated Financial Statements attached hereto.
28
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted to the
Securities and Exchange Commission 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, 2005, pursuant to Rule 13a-15(b) under the Exchange Act. Based
on that evaluation, the Certifying Officers have concluded that, as of December
31, 2005, 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.
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, 2005, using criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) and concluded that we maintained effective internal control over
financial reporting as of December 31, 2005.
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.
Management's assessment of the effectiveness of internal control over financial
reporting as of December 31, 2005, has been audited by KPMG LLP, an independent
registered public accounting firm, as stated in their report which is included
herein.
ITEM 9B. OTHER INFORMATION
Effective January 3, 2006, Neil Hughes resigned his position as senior vice
president of the Air Medical Services Division and continued to serve as a
senior advisor to Mr. Todd during the first quarter of 2006. On March 13, 2006,
Mr. Hughes signed a separation agreement with the Company, which will be
effective April 2, 2006. Under the agreement, we will pay Mr. Hughes severance
of $320,100 over a one-year period, beginning April 2, 2006, at the same regular
intervals as we pay compensation to all executives. The agreement includes the
customary warranties, representations, and releases. In addition for a one-year
period, Mr. Hughes is precluded from engaging in any business which competes
directly or indirectly with us anywhere in the United States.
29
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Summary information concerning our directors and executive officers is set forth
below:
CLASS/YEAR
TERM AS
DIRECTOR
NAME Age Position EXPIRES(1)
- ---- --- -------- ----------
George W. Belsey 66 Chairman of the Board I/2007
Ralph J. Bernstein 48 Director III/2006
Samuel H. Gray 68 Director II/2008
C. David Kikumoto 56 Director I/2007
MG Carl H. McNair, Jr. (Ret.) 71 Director I/2007
Lowell D. Miller, Ph.D. 72 Director III/2006
Morad Tahbaz. 50 Director II/2008
Paul H. Tate. 55 Director III/2006
Aaron D. Todd 44 Director and Chief Executive Officer II/2008
David L. Dolstein 57 Senior Vice President, Community Based Services N/A
Michael D. Allen(2) 43 Senior Vice President, Air Medical Services N/A
Trent J. Carman 45 Chief Financial Officer, Secretary and Treasurer N/A
Sharon J. Keck 39 Chief Accounting Officer and Controller N/A
<FN>
__________________
(1) Refers to the calendar year in which the annual meeting of stockholders is
contemplated to be held and at which the term of the pertinent director
class shall expire.
(2) Michael Allen was appointed to the position of Senior Vice President of the
Air Medical Services Division effective January 4, 2006.
MR. GEORGE W. BELSEY has served as Chairman of the Board of Directors since
April 1994, having been appointed a director in December 1992. Mr. Belsey was
appointed Chief Executive Officer of the Company effective June 1, 1994, and
served in that capacity until July 2003. Mr. Belsey previously served in
executive and administrative positions at the American Hospital Association and
at a number of hospitals. He received his Bachelor's Degree in Economics from
DePauw University in Greencastle, Indiana, and holds a Master's Degree in
Business Administration from George Washington University, Washington, D.C.
MR. RALPH J. BERNSTEIN became a director in February 1994. He is a co-founder
and General Partner of Americas Partners, an investment firm. He holds a
Bachelor of Arts Degree in Economics from the University of California at Davis.
Mr. Bernstein currently serves on the board of Empire Resorts, Inc.
MR. SAMUEL H. GRAY became a director in March 1991. From 1989 to 2000, he was
Chief Executive Officer of The Morris Consulting Group, Inc., a health care
industry consulting firm, and since 2000 has been a Vice President of the
Mattson Jack Group, Inc., also a health care consulting firm. In 1959 Mr. Gray
received a Bachelor of Science Degree from the University of Florida.
30
MR. C. DAVID KIKUMOTO became a director in June 2004. Mr. Kikumoto is the
founder and Chief Executive Officer of Denver Management Advisors. From 1999 to
2000, Mr. Kikumoto was President and Vice Chairman at Anthem Blue Cross and Blue
Shield, Colorado and Nevada, and from 1987 to 1999, he served in several roles
at Blue Cross and Blue Shield of Colorado, Nevada and New Mexico. He received
his Bachelor of Science degree in accounting from the University of Utah,
pursued graduate studies at the University of Utah, and graduated from the
Executive Development Program at the University of Chicago.
MAJOR GENERAL CARL H. MCNAIR, JR. (RET.) was appointed to the board of directors
in March 1996. In April 1999, General McNair retired from his position as
Corporate Vice President and President, Enterprise Management, for DynCorp, a
technical and professional services company headquartered in Reston, Virginia,
where he was responsible for the company's core businesses in facility
management, marine operations, test and evaluation, administration and security,
and biotechnology and health services. He currently serves as Special Assistant,
Government Relations and Legislative Affairs, to the Vice President of Corporate
Communications and Marketing for the Computer Sciences Corporation, and as
Chairman of the Board of Managers for DynPort Vaccine Co., L.L.C., a subsidiary
of Computer Sciences Corporation. General McNair has a Bachelor of Science
Degree in Engineering from the U.S. Military Academy at West Point, a Bachelor's
Degree and Master's Degree in Aerospace Engineering from Georgia Institute of
Technology, and a Master of Science Degree in Public Administration from
Shippensburg University.
DR. LOWELL D. MILLER was named a director in June 1990. Since 1989, Dr. Miller
has been involved with various scientific endeavors including a pharmaceutical
consulting business. The University of Missouri awarded Dr. Miller a Bachelor of
Science Degree in 1957 as well as a Master's Degree in Biochemistry in 1958 and
a Biochemistry Doctorate Degree in 1960.
MR. MORAD TAHBAZ was elected to the board of directors in February 1994. He is
a co-founder and General Partner of Americas Partners, a real estate investment
firm. Additionally, Mr. Tahbaz is the founder and a partner of M.T. Capital,
L.L.C., an investment company for real estate and private equity transactions.
Mr. Tahbaz received his Bachelor's Degree in Philosophy and Fine Arts from
Colgate University and attended the Institute for Architecture and Urban Studies
in New York City. He holds a Master's Degree in Business Administration from
Columbia University Graduate School of Business.
MR. PAUL H. TATE was elected to the board of directors in September 2003. Mr.
Tate is the Chief Financial Officer and a Senior Vice President of Frontier
Airlines. Prior to joining Frontier in October 2001, he was Executive Vice
President and Chief Financial Officer for Colgan Air, Inc., a U.S. Airways
Express carrier. Mr. Tate served as Senior Vice President-Finance and Chief
Financial Officer of Atlantic Coast Airlines Holdings, Inc. from 1997 to 2000,
and has served in financial officer positions with Midway Airlines and Reno Air,
Inc. Mr. Tate, a certified public accountant, received his undergraduate degree
in economics and his Master's Degree in Business Administration from
Northwestern University in 1973 and 1975, respectively.
MR. AARON D. TODD became a director in June 2002 and Chief Executive Officer in
July 2003. He joined the Company as Chief Financial Officer in July of 1995 and
was appointed Secretary and Treasurer during that same year. He was appointed
Chief Operating Officer in January 2002. Mr. Todd holds a Bachelor of Science
Degree in Accounting from Brigham Young University.
MR. DAVID L. DOLSTEIN joined the Company with the July 1997 acquisition of Mercy
Air Service, Inc. He serves as Senior Vice President, Community Based Services
and as President of Mercy Air Service, a continuation of his responsibilities
preceding the acquisition. Mr. Dolstein received a Bachelor of Science degree in
1974 from Central Missouri State University with postgraduate studies in
industrial safety.
MR. MICHAEL D. ALLEN was named Senior Vice President of the Air Medical Services
Division in January 2006. Since 1992, Mr. Allen has served the Company in
several other positions including line pilot, safety representative, aviation
site manager, training captain/check airman and operations manager. Prior to
joining the Company, Mr. Allen was a commercial pilot for two years and served
as a pilot in the US Army for five years. Mr. Allen graduated from Portland
State University with a Bachelor of Science in Mathematics.
31
MR. TRENT J. CARMAN joined the Company in April 2003 and is the Chief Financial
Officer, Secretary and Treasurer. Prior to joining the Company, Mr. Carman
served as Chief Financial Officer of StorNet, Inc. from January 2000 until April
2003, and served in various capacities including Senior Vice President and Chief
Financial Officer for United Artists Theatre Circuit, Inc., from June 1992 until
January 2000. Mr. Carman received his Bachelor of Science Degree in Accounting
from Utah State University and holds a Master's Degree in Business
Administration-Finance from Indiana University.
MS. SHARON KECK joined the Company as Accounting Manager in October 1993 and was
named Controller in July of 1995. She assumed the additional position of Chief
Accounting Officer in January 2002. Ms. Keck holds a Bachelor of Science Degree
in Accounting from Bob Jones University.
AUDIT COMMITTEE
The Audit Committee currently consists of Messrs. McNair (Chairman), Kikumoto
and Tate. The Board of Directors has determined that all members of the Audit
Committee are "independent" within the meaning of the listing standards of the
NASDAQ Stock Market, Inc. and the Securities and Exchange Commission rules
governing audit committees. In addition, the Board of Directors has determined
that Mr. Tate meets the SEC criteria of an "audit committee financial expert" as
defined under the applicable SEC rules.
CODE OF ETHICS
We have adopted a Code of Ethics for directors, officers, and employees. This
Code of Ethics is intended to promote honest and ethical conduct, compliance
with applicable laws, full and accurate reporting, and prompt internal reporting
of violations of the code, as well as other matters. We will provide a copy of
our Code of Ethics to any person without charge, upon written request to:
Secretary, Air Methods Corporation, 7301 S. Peoria, Englewood, Colorado 80112.
The Code of Ethics is also available on our corporate website, which is
www.airmethods.com.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Based on our review of the copies of reports filed and upon written
representations, we believe that during 2005, executive officers, directors and
ten percent stockholders of the Company were in compliance with their filing
requirements under Section 16(a) of the Exchange Act of 1934, as amended, except
for the following:
* Forms 4 related to option grants to each non-employee director,
Messrs. Tahbaz, Tate, Miller, Kikumoto, McNair, Bernstein and Gray,
were filed late due to a delay between grant date and grant
notification to the administrative staff. For each director, the
filing related to a single option grant transaction.
32
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth the cash compensation payable by the Company that
was earned by the Chief Executive Officer and each of the other executive
officers whose annual salary and bonus for 2005 exceeded $100,000 (the "Named
Executive Officers") for the years 2003, 2004 and 2005.
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
OTHER
ANNUAL ALL OTHER
BONUS COMP SECURITIES COMPENSATION
-------- ------- UNDERLYING ------------
NAME AND POSITION YEAR SALARY ($) ($)(4) ($) OPTIONS (#) ($)(1)
- ----------------- ---- ---------- ------ --- ----------- ------
Aaron D. Todd(2) 2005 329,600 395,500 -- -- 15,344
Chief Executive Officer 2004 331,538 9,600 -- 150,000 14,606
2003 285,000 -- -- 50,000 17,250
David L. Dolstein 2005 216,179 162,200 -- -- 11,124
Senior Vice President, 2004 216,538 6,300 -- 115,000 10,631
Community Based 2003 190,000 -- -- 25,000 13,131
Services
Neil M. Hughes 2005 216,300 103,800 -- -- 12,465
Senior Vice-President, 2004 217,308 6,300 -- 90,000 11,906
Air Medical Services 2003 190,000 -- -- -- 13,027
Division
Trent J. Carman(3) 2005 211,200 158,400 -- -- 10,870
Chief Financial Officer, 2004 212,500 6,200 -- 75,000 10,625
Secretary and Treasurer 2003 128,571 -- -- 37,500 2,625
Sharon J. Keck 2005 159,000 50,000 -- -- 8,524
Chief Accounting Officer 2004 155,192 5,000 -- 60,000 7,881
and Controller 2003 135,000 -- -- -- 8,117
--
<FN>
(1) Consists of employer matching contributions under our 401(k) Plan.
(2) Mr. Todd was appointed Chief Executive Officer effective July 1, 2003.
(3) Mr. Carman joined the Company in April 2003.
(4) Unless otherwise noted, consists of a discretionary bonus related to
management's performance in 2004 and 2005. All 2004 bonuses were paid in
2005 and all 2005 bonuses were paid in 2006.
33
OPTION GRANTS IN LAST FISCAL YEAR
Named Executive Officers of the Company were not issued stock option grants
during 2005.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table provides certain summary information concerning stock option
exercises during 2005 by, and option values as of December 31, 2005 for, the
Named Executive Officers.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(1)
- ----------------- --------------- ------------ ----------------------- ---------------------
Aaron D. Todd 38,643 356,446 78,024/133,333 734,300/1,109,331
David L. Dolstein 25,000 262,250 35,000/105,000 317,700/873,600
Neil M. Hughes 19,667 104,428 55,000/80,000 516,475/665,600
Trent J. Carman -- -- 47,500/65,000 434,950/540,800
Sharon J. Keck -- -- 21,667/53,333 222,719/443,731
<FN>
(1) Amounts represent the fair market value (determined to be the closing
price) of the underlying common stock at December 30, 2005 of $ 17.30 per
share less the exercise price.
DIRECTOR COMPENSATION
We have adopted compensation and incentive benefit plans to enhance our ability
to continue to attract, retain and motivate qualified persons to serve as our
directors. Effective January 1, 2004, the payments to our non-employee
directors, except for Mr. Belsey, were as follows:
- Annual retainer of $15,000
- $1,000 per Board of Directors meeting
- $600 per committee meeting for all committees except the Audit
Committee
- $1,000 per Audit Committee meeting (effective April 2004)
- Fee per committee meeting for committee chairman as follows: $4,000
for Audit Committee, $3,000 for Compensation/Stock Option Committee,
$2,000 for Nominating and Governance Committee and $2,000 for
Finance/Strategic Planning Committee. Effective November 1, 2005, the
fee for the Nominating and Governance Committee chairman was increased
to $3,000 per meeting.
Each non-employee director may elect to receive shares of Common Stock in lieu
of cash payments pursuant to our Equity Compensation Plan for Non-Employee
Directors. We also reimburse our non-employee directors for their reasonable
expenses incurred in attending Board of Directors and committee meetings. Board
members who are also officers do not receive any separate compensation or fees
for attending Board of Directors' or committee meetings.
Historically, a non-employee director has been granted options for completion of
each year of service, if the director attended a minimum of 75% of all Board of
Directors' and applicable committee meetings during that fiscal year. A year of
service is defined as a fiscal year of the Company during which the non-employee
director served on the Board of Directors for the entire fiscal year. On an
annual basis after the date of the last Board meeting for the year, each
qualified non-employee director has received a five-year option to purchase
10,000 shares, exercisable at the then-current fair market value of our common
stock. Under existing stock option plans, sufficient shares do not remain for
directors to be granted options beyond fiscal year 2005. As of December 31,
2005, directors held options granted for director-related services to purchase a
total of 159,000 shares of common stock.
34
We entered into an Executive Consulting Agreement with Mr. Belsey effective July
1, 2003 for an initial term of five years. Under the agreement, Mr. Belsey
agreed to serve as Chairman of the Board of Directors, at the pleasure of the
Board of Directors, through the completion of the Annual Meeting of Stockholders
in 2004. Upon expiration of that term of service and his re-election to the
Board of Directors, Mr. Belsey was reappointed as Chairman through the Annual
Meeting of Stockholders in 2007. Mr. Belsey also agreed to serve as a consultant
with those responsibilities designated to him by the Board of Directors, for a
consulting fee of $750,000, payable in equal monthly installments from July 1,
2003 through June 30, 2007. This fee is payable regardless of the amount of time
Mr. Belsey spends performing his services as Chairman and consultant, and
whether or not he becomes disabled or dies during such period. During the term
of this agreement and for a period of eighteen months following the termination
of the agreement with us, Mr. Belsey may not engage in any business which
competes with us anywhere in the United States.
In 2003 we purchased $50,000 life insurance policies for each non-employee
director who had served longer than one year, excluding Messrs. Belsey and
McNair. A life insurance policy was purchased for Mr. Tate in 2004 and for Mr.
Kikumoto in 2005. The policies vest over two years, and, as of June 2005,
participating directors, with the exception of Mr. Tate and Mr. Kikumoto, were
100% vested. Effective December 22, 2003, an annuity policy was purchased on
behalf of Mr. McNair in the amount of $50,000 in lieu of insurance policies
purchased for other members of the Board of Directors.
EMPLOYMENT AGREEMENTS
We entered into an Employment Agreement with Mr. Todd effective July 1, 2003 for
an initial term of two years, subject to successive one-year extensions. The
agreement provides for annual compensation, which was $329,600 in 2005, and may
be terminated by either party upon 90 days' written notice, or immediately by us
for cause. In the event we terminate the agreement without cause, Mr. Todd is
entitled to severance payments for eighteen months following termination at an
annual rate equal to his highest cash compensation during any 12-month period of
his employment. During the term of employment and for eighteen months following
the termination of employment, Mr. Todd may not engage in any business which
competes with us anywhere in the United States.
We entered into an Employment Agreement with each of Mr. Carman, Mr. Dolstein,
Mr. Hughes, and Ms. Keck effective January 1, 2003, with the exception of Mr.
Carman's agreement, which was effective April 28, 2003. Each agreement is for an
initial term of one year starting on the effective date, and subject to
successive one-year extensions. Each of the agreements was extended for an
additional year in 2005. The agreements provide for annual compensation which
was $211,200, $216,300, $216,300, and $159,000, respectively, for 2005. Each
agreement may be terminated either by us or by the employee upon 90 days'
written notice, or immediately by us for cause. In the event we terminate an
agreement without cause, the employee is entitled to severance payments for
twelve months following termination at an annual rate equal to his highest cash
compensation during any 12-month period of his employment. During the term of
employment and for twelve months following the termination of employment, the
employee may not engage in any business which competes with us anywhere in the
United States.
Effective January 3, 2006, Neil Hughes resigned his position as senior vice
president of the Air Medical Services Division and was replaced by Mike Allen
effective January 4, 2006. Mr. Hughes continued to serve as a senior advisor to
Mr. Todd during the first quarter of 2006. On March 13, 2006, Mr. Hughes signed
a separation agreement, which will be effective April 2, 2006.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
COMPENSATION/STOCK OPTION COMMITTEE
The Compensation/Stock Option Committee currently consists of Dr. Miller
(Chairman) and Messrs. Bernstein and Gray. The Compensation/Stock Option
Committee is responsible for making recommendations to the Board of Directors
regarding executive compensation matters. The Board of Directors has determined
that all members of the Compensation/Stock Option Committee are "independent"
within the meaning of the NASDAQ Stock Market Inc.'s listing standards.
35
COMPENSATION COMMITTEE REPORT
The Compensation/Stock Option Committee is responsible for recommending and
administering our guidelines governing employee compensation. The
Compensation/Stock Option Committee evaluates the performance of management,
recommends compensation policies and levels, and makes recommendations
concerning salaries and incentive compensation.
Compensation Philosophy. Our executive compensation program is designed to
- ------------------------
attract and retain executives capable of leading the Company to meet our
business and development objectives and to motivate them to actions which will
have the effect of increasing the long-term value of stockholder investment in
the Company. The Compensation/Stock Option Committee considers a variety of
factors, both qualitative and quantitative, in evaluating our executive officers
and making compensation decisions. These factors include the compensation paid
by comparable companies to individuals in comparable positions, the individual
contributions of each officer to the Company, and most important, our progress
toward our long-term objectives. Pursuant to terms of the officers' Employment
Agreements, an annual review examines each particular executive officer's
performance and length of time in a certain position and our financial condition
and overall performance and profitability. At this point in our development,
objectives against which executive performance is gauged also include the
addition and retention of aeromedical service contracts, growth of our
independent services model and Products Division, and the securing of necessary
capital and financing to fund business expansion. Annual compensation for our
executive officers for 2005 consisted of base salary and 401(k) match. A bonus
was also paid to executive officers for 2005 under an incentive bonus plan
discussed below
Compensation of the Chief Executive Officer. The Compensation/Stock Option
- ------------------------------------------------
Committee acted to increase Mr. Todd's salary to $329,600 effective January 1,
2005. In determining the compensation to be awarded to Mr. Todd for his
services to the Company, the Committee considered salaries paid to chief
executive officers at competitive companies.
Incentive Bonus. In order to provide additional incentive to executive officers
- ---------------
to achieve corporate objectives within operating divisions and the Company as a
whole, the Compensation Committee adopted a plan in June 2004 which provides for
payment of year-end bonuses. The dollar amount of those bonuses is stated as a
percentage of base salary and is conditional to achievement of corporate
objectives. Bonuses earned under the plan for 2005 were paid in 2006.
Section 162(m) Compliance. Under Section 162(m) of the Code, federal income tax
- -------------------------
deductions of publicly traded companies may be limited to the extent total
compensation (including base salary, annual bonus, restricted stock awards,
stock option exercises and non-qualified benefits) for certain executive
officers exceeds $1 million in any one year. The Compensation Committee intends
to design the Company's compensation programs so that the total compensation
paid to any employee will not exceed $1 million in any one year.
By the Compensation/Stock Option Committee:
Lowell D. Miller, Ph.D., Chairman
Ralph J. Bernstein
Samuel H. Gray
36
STOCK PERFORMANCE GRAPH
The following graph compares our cumulative total stockholder return for the
period from December 31, 2000 through December 31, 2005, against the Standard &
Poor's 500 Index (S&P 500) and "peer group" companies in industries similar to
those of the Company. The S&P 500 is a widely used composite index reflecting
the returns of five hundred publicly traded companies in a variety of
industries. Peer Group Index returns reflect the transfer of the value on that
date of the initial $100 investment into a peer group consisting of all publicly
traded companies in SIC Group 4522: "Non-scheduled Air Transport." We believe
that this Peer Group is our most appropriate peer group for stock comparison
purposes due to the limited number of publicly traded companies engaged in air
or ground medical transport and because this Peer Group contains a number of
companies with capital costs and operating constraints similar to ours.
ANNUAL RETURN PERCENTAGE
Years Ending
-------------------------------------------
Dec-01 Dec-02 Dec-03 Dec-04 Dec-05
===========================================
AIR METHODS CORPORATION 60.77% -8.49% 57.52% -4.23% 101.16%
S & P 500 -11.88% -22.1% 28.68% 10.88% 4.91%
PEER GROUP -2.41% 10.11% 13.04% 24.94% 2.04%
INDEXED RETURNS
Base Years Ending
Period --------------------------------------
Dec-00 Dec-01 Dec-02 Dec-03 Dec-04 Dec-05
==============================================
AIR METHODS CORPORATION 100.00 160.77 147.12 231.74 221.94 446.45
S & P 500 100.00 88.12 68.64 88.33 97.94 102.75
PEER GROUP 100.00 97.59 107.46 121.47 151.76 154.87
37
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG AIR METHODS CORPORATION,
THE S & P 500 INDEX AND SIC CODE 4522: NON-AIR TRANSPORT
[GRAPHIC OMITTED]
PEER GROUP COMPANIES (SIC = 4522)
Air Methods Corporation
Airnet Systems Income
Atlas Air Worldwide Holdings, Inc.
Elite Flight Solutions, Inc.
Offshore Logistics, Inc.
Petroleum Helicopters, Inc.
38
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EQUITY COMPENSATION PLANS
The following equity compensation plans have been previously approved by our
shareholders:
- 1995 Employee Stock Option Plan - provides for the granting of
incentive stock options and nonqualified stock options, stock
appreciation rights, and supplemental stock bonuses to employees as
well as third party consultants and directors.
- Nonemployee Director Stock Option Plan - provides for the granting of
nonqualified stock options to nonemployee directors of the Company
upon the completion of each full year of service.
- Equity Compensation Plan for Nonemployee Directors - provides for the
issuance of shares of common stock to nonemployee directors, at their
election, in lieu of cash as payment for their director services.
Information regarding the securities under all of these plans was as follows as
of December 31, 2005:
Number of securities
remaining available for
Number of securities to be future issuance under equity
issued upon exercise of Weighted-average exercise compensation plans
outstanding options, price of outstanding options, (excluding securities
Plan Category warrants, and rights warrants, and rights reflected in column (a))
(a) (b) (c)
- -------------------------------------------------------------------------------------------------------------------------
Equity compensation plans
approved by security holders 961,522 $ 8.48 100,541
Equity compensation plans
not approved by security
holders -- N/A --
--------------------------------------------------------------------------------------------
Total 961,522 $ 8.48 100,541
============================================================================================
39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 15, 2006, the beneficial
ownership of our outstanding Common Stock: (i) by each person who owns (or is
known by us to own beneficially) more than 5% of the Common Stock, (ii) by each
of our directors and executive officers, and (iii) by all directors and
executive officers as a group.
Number Percentage of
Name and Address of Shares Common Stock
- ---------------- --------- --------------
Michael D. Allen 171(1) *
7301 S. Peoria St.
Englewood, CO. 80112
George W. Belsey 80,686(2) *
7301 South Peoria
Englewood, CO 80112
Ralph J. Bernstein 1,284,377(3) 10.6%
77 E. 77th St.
New York, NY 10021
Trent J. Carman 52,500(4) *
7301 South Peoria
Englewood, CO 80112
David L. Dolstein 40,274(5) *
1670 Miro Way
Rialto, CA 92376
Samuel H. Gray 2,000(6) *
95 Madison Avenue
Morristown, NJ 07960
Sharon J. Keck 25,394(7) *
7301 South Peoria
Englewood, CO 80112
David Kikumoto 10,000(8) *
6312 South Fiddler's Green Circle
Suite 200 East
Greenwood Village, CO 80111
MG Carl H. McNair, Jr. (Ret.) 65,287(9) *
11710 Plaza America Drive
Reston, VA 20190-6010
Lowell D. Miller, Ph.D. 62,000(10) *
16940 Stonehaven
Belton, MO 64012
Morad Tahbaz 153,183(11) 1.3%
26 Broad St.
Weston, CT 06883
40
Paul H. Tate 17,000(12) *
7001 Tower Road
Denver, CO 80249
Aaron D. Todd 103,967(13) *
7301 South Peoria
Englewood, CO 80112
All Directors and Executive Officers as a group (13 persons) 1,896,839(14) 15.7%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 671,927(15) 5.6%
___________________
* Less than one percent (1%) of Common Stock outstanding on February 15,
2006.
(1) Consists of 171 shares directly owned.
(2) Consists of 80,686 shares directly owned by George and Phyllis Belsey.
(3) Consists of (i) 37,000 shares subject to stock options exercisable within
60 days, (ii) 1,152,877 shares directly owned, (iii) 60,500 shares owned by
Yasmeen Bernstein, Mr. Bernstein's spouse, and (iv) 34,000 shares subject
to currently exercisable warrants.
(4) Consists of 52,500 shares subject to stock options exercisable within 60
days.
(5) Consists of (i) 40,000 shares subject to stock options exercisable within
60 days, (ii) 274 shares directly owned by David and Kathi Dolstein.
(6) Consists of 2,000 shares subject to stock options exercisable within 60
days.
(7) Consists of (i) 25,000 shares subject to stock options exercisable within
60 days, and (ii) 394 shares directly owned.
(8) Consists of (i) 7,000 shares subject to stock options exercisable within 60
days, and (ii) 3,000 shares directly owned.
(9) Consists of (i) 28,287 shares jointly owned with spouse, Jo Ann McNair; and
(ii) 37,000 shares subject to stock options exercisable within 60 days.
(10) Consists of (i) 50,000 shares owned directly, and (ii) 12,000 shares
subject to stock options exercisable within 60 days.
(11) Consists of (i) 37,000 shares subject to stock options exercisable within
60 days, (ii) 50,183 shares directly owned, and (iii) 66,000 shares subject
to currently exercisable warrants.
(12) Consists of 17,000 shares subject to stock options exercisable within 60
days.
(13) Consists of (i) 15,343 shares directly owned, (ii) 2,267 shares
beneficially owned by Mr. Todd in our 401(k) plan; and (iii) 86,357 shares
subject to stock options exercisable within 60 days.
(14) Includes (i) 433,543 shares subject to stock options exercisable within 60
days and (ii) 100,000 shares subject to currently exercisable warrants.
(15) Based solely on Schedule 13G filed by the beneficial owner with the
Securities and Exchange Commission on February 2, 2006.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
41
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
KPMG LLP, independent registered public accounting firm, audited our
consolidated financial statements for the years ended December 31, 2005 and
2004. In addition to retaining KPMG LLP to audit the consolidated financial
statements for the year ended December 31, 2005, we retained KPMG LLP to provide
other services. The aggregate fees incurred by us for audit, audit-related, tax
and other services provided by KPMG LLP during the years ended December 31, 2005
and 2004, were as follows:
2005 2004
------------------
Audit fees $425,181 $620,220
Audit-related fees 9,000 10,000
Tax fees 42,522 80,325
All other fees -- --
------------------
Total. $476,703 710,545
==================
Audit fees include fees for the audit of the annual consolidated financial
statements, review of unaudited consolidated financial statements included in
quarterly reports on Form 10-Q, the audit of management's assessment of the
effectiveness of internal control over financial reporting as of December 31,
2005, review of Securities and Exchange Commission filings, consents,
registration statements, comfort letters and other services normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those years.
Audit-related fees include assurance and related services that are reasonably
related to the performance of the audit or review of financial statements. These
services include the audits of employee benefit plans and other services not
directly impacting the audit of the annual financial statements and related
services.
Tax fees include tax services related to the preparation and/or review of, and
consultations with respect to, federal, state, and local tax returns. All other
fees include fees for services not considered audit or tax services. KPMG LLP
performed no such services during 2005 or 2004.
PRE-APPROVAL POLICIES AND PROCEDURES
All audit and non-audit services performed by our independent certified public
accountants during the fiscal year ended December 31, 2005, were pre-approved by
the Audit Committee, which concluded that the provision of such services by
KPMG, LLP was compatible with the maintenance of that firm's independence in the
conduct of its auditing functions.
The Audit Committee's pre-approval policy provides for categorical pre-approval
of specified audit and permissible non-audit services. In addition, audit
services not covered by the annual engagement letter, audit-related services and
tax services require the specific pre-approval by the Audit Committee prior to
engagement. In addition, services to be provided by the independent certified
public accountants that are not within the category of pre-approved services
must be pre-approved by the Audit Committee prior to engagement, regardless of
the service being requested or the dollar amount involved.
The Audit Committee may delegate pre-approval authority to one or more of its
members. The member or members to whom such authority is delegated are required
to report any pre-approval decisions to the Audit Committee at the meeting of
the Audit Committee following the decision. The Audit Committee is not permitted
to delegate to management its responsibilities to pre-approve services to be
performed by our independent certified public accountants.
42
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of the report:
1. Financial Statements included in Item 8 of this report:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets, December 31, 2005 and 2004
Consolidated Statements of Operations for the years ended
December 31, 2005, 2004, and 2003
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2005, 2004, and 2003
Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004, and 2003
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, 2005, 2004, and 2003
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 Incorporation(1)
3.2 Amendments to Certificate of Incorporation(2)
3.3 By-Laws as Amended(11)
4.1 Specimen Stock Certificate(2)
4.2 Form of Common Stock Purchase Agreement, dated November 26, 2003(9)
10.1 1995 Air Methods Corporation Employee Stock Option Plan(4)
10.2 Amendment to 1995 Air Methods Corporation Employee Stock Option Plan(6)
10.3 Nonemployee Director Stock Option Plan, as amended(5)
10.4 Equity Compensation Plan for Nonemployee Directors, adopted March 12, 1993(3)
10.5 Employment Agreement between the Company and Aaron D. Todd, dated July 1,
2003(7)
10.6 Employment Agreement between the Company and David L. Dolstein, dated January 1,
2003(7)
10.7 Employment Agreement between the Company and Neil M. Hughes, dated January 1,
2003(7)
IV-1
10.8 Consulting Agreement between the Company and George W. Belsey, dated April 15,
2003(7)
10.9 Employment Agreement between the Company and Trent J. Carman, dated April 28,
2003(7)
10.10 Employment Agreement between the Company and Sharon J. Keck, dated January 1,
2003(7)
10.11 Amended and Restated Revolving Credit, Term Loan and Security Agreement,
dated as of May 9, 2005, among the Company, Rocky Mountain Holdings, L.L.C.,
Mercy Air Service, Inc. and LifeNet, Inc. and PNC Bank, National
Association, Wells Fargo Bank, N.A., and Keybank, N.A.(8)
10.12 Amendment No. 1 to Amended and Restated Revolving Credit, Term Loan and
Security Agreement, dated as of December 15, 2005, among the Company, Rocky
Mountain Holdings, L.L.C., Mercy Air Service, Inc., LifeNet, Inc., the lenders parties
thereto and PNC Bank, National Association, as agent for the lenders.(12)
10.13 Separation Agreement and Release between the Company and Neil M. Hughes, dated
April 2, 2006
18.1 Letter from KPMG LLP regarding Change in Accounting Principle(10)
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
____________________
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 Registration Statement on Form S-8
(Registration No. 33-65370), filed with the Commission on July 1, 1993, and
incorporated herein by reference.
4 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, and incorporated herein by reference.
5 Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1993, and incorporated herein by reference.
6 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003, and
IV-2
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, 2003, and incorporated herein by reference.
8 Filed as an exhibit to the Company's Current Report on Form 8-K dated May
9, 2005, and incorporated herein by reference.
9 Filed as an exhibit to the Company's Current Report on Form 8-K dated
December 3, 2003, and incorporated herein by reference.
10 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2004, and incorporated herein by reference.
11 Filed as an exhibit to the Company's Annual Report on Form 10-K for the
year ended December 31, 2003, and incorporated herein by reference.
12 Filed as an exhibit to the Company's Current Report on Form 8-K dated
December 15, 2005, and incorporated herein by reference.
IV-3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AIR METHODS CORPORATION
Date: March 16, 2006 By: /s/ Aaron D. Todd
------------------ --------------------------------------
Aaron D. Todd
Chief Executive Officer and Director
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 March 16, 2006
- -----------------------
Aaron D. Todd
/s/ Trent J. Carman Chief Financial Officer March 16, 2006
- ----------------------- Secretary and Treasurer
Trent J. Carman
/s/ Sharon J. Keck Chief Accounting Officer March 16, 2006
- -----------------------
Sharon J. Keck
/s/ George W. Belsey Chairman of the Board March 16, 2006
- -----------------------
George W. Belsey
/s/ Ralph J. Bernstein Director March 16, 2006
- -----------------------
Ralph J. Bernstein
/s/ Samuel H. Gray Director March 16, 2006
- -----------------------
Samuel H. Gray
/s/ David Kikumoto Director March 16, 2006
- -----------------------
David Kikumoto
/s/ Carl H. McNair, Jr. Director March 16, 2006
- -----------------------
Carl H. McNair, Jr.
/s/ Lowell D. Miller Director March 16, 2006
- -----------------------
Lowell D. Miller, Ph.D.
/s/ Morad Tahbaz Director March 16, 2006
- -----------------------
Morad Tahbaz
/s/ Paul H. Tate Director March 16, 2006
- -----------------------
Paul H. Tate
IV-4
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, 2005 and 2004 . . . . . . . . . . . . . . . . . . . . . . . F-3
CONSOLIDATED STATEMENTS OF OPERATIONS,
Years Ended December 31, 2005, 2004, and 2003. . . . . . . . . . . . . . F-5
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY,
Years Ended December 31, 2005, 2004, and 2003. . . . . . . . . . . . . . F-7
CONSOLIDATED STATEMENTS OF CASH FLOWS,
Years Ended December 31, 2005, 2004, and 2003. . . . . . . . . . . . . . F-8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
December 31, 2005 and 2004. . . . . . . . . . . . . . . . . . . . . . . F-11
Schedules
- ---------
II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2005, 2004, and 2003. . . . . . . . . . . . . F-33
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-5
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
The Board of Directors
Air Methods Corporation:
We have audited the accompanying consolidated balance sheets of Air Methods
Corporation and subsidiaries (the Company) as of December 31, 2005 and 2004, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
2005. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements 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, 2005 and 2004, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 2005, in conformity with U.S. generally accepted
accounting principles.
As discussed in Note 2 to the consolidated financial statements, the Company
changed its method of accounting for major engine and airframe component
overhaul costs from the accrual method of accounting to the direct expense
method in 2004.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Air Methods
Corporation's internal control over financial reporting as of December 31, 2005,
based on criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO),
and our report dated March 15, 2006, expressed an unqualified opinion on
management's assessment of, and the effective operation of, internal control
over financial reporting.
/S/ KPMG LLP
Denver, Colorado
March 15, 2006
F-1
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
The Board of Directors
Air Methods Corporation:
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control over Financial Reporting appearing under
Item 9A, that Air Methods Corporation and subsidiaries (the Company) maintained
effective internal control over financial reporting as of December 31, 2005,
based on criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Air Methods Corporation'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. Our responsibility
is to express an opinion on management's assessment and an opinion on the
effectiveness of 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, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and 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, management's assessment that Air Methods Corporation maintained
effective internal control over financial reporting as of December 31, 2005, is
fairly stated, in all material respects, based on criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also, in our opinion, Air
Methods Corporation maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2005, based on criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
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, 2005 and 2004, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
2005, and our report dated March 15, 2006, expressed an unqualified opinion on
those consolidated financial statements. Our report refers to a change in
accounting for major engine and airframe component overhaul costs from the
accrual method of accounting to the direct expense method in 2004.
/s/ KPMG LLP
Denver, Colorado
March 15, 2006
F-2
AIR METHODS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2005 AND 2004
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
- -------------------------------------------------------------------------------------------
2005 2004
--------- --------
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 3,218 2,603
Current installments of notes receivable 65 61
Receivables:
Trade (note 4) 129,107 89,218
Less allowance for doubtful accounts (45,540) (26,040)
--------- --------
83,567 63,178
Other 2,524 4,520
--------- --------
86,091 67,698
Inventories (note 4) 9,197 8,667
Work-in-process on medical interior and products contracts 762 645
Assets held for sale (note 4) 6,446 5,705
Costs and estimated earnings in excess of billings
on uncompleted contracts (note 3) 3,548 2,938
Deferred income taxes (note 8) 1,133 --
Prepaid expenses and other current assets 2,051 2,686
--------- --------
Total current assets 112,511 91,003
--------- --------
Property and equipment (notes 4 and 5):
Land 441 441
Flight and ground support equipment 143,342 137,742
Buildings and office equipment 13,354 11,554
--------- --------
157,137 149,737
Less accumulated depreciation and amortization (63,607) (52,985)
--------- --------
Net property and equipment 93,530 96,752
Goodwill 6,485 6,485
Notes and other receivables, less current installments 99 572
Other assets, net of accumulated amortization of $2,773 and $2,108 at
December 31, 2005 and 2004, respectively 8,907 9,911
--------- --------
Total assets $221,532 204,723
========= =======
(Continued)
F-3
AIR METHODS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, CONTINUED
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
- -------------------------------------------------------------------------------------------------
2005 2004
-------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable (note 4) $ 6,446 5,105
Current installments of long-term debt (note 4) 9,399 6,041
Current installments of obligations under capital leases (note 5) 657 410
Accounts payable 8,405 7,193
Deferred revenue 3,913 3,883
Billings in excess of costs and estimated earnings on uncompleted contracts
(note 3) 332 309
Accrued wages and compensated absences 7,217 3,668
Deferred income taxes (note 8) -- 4,387
Due to third party payers 1,858 2,867
Other accrued liabilities 7,445 8,291
-------- -------
Total current liabilities 45,672 42,154
Long-term debt, less current installments (note 4) 57,704 72,693
Obligations under capital leases, less current installments (note 5) 688 249
Deferred income taxes (note 8) 19,997 8,284
Other liabilities 11,260 8,264
-------- -------
Total liabilities 135,321 131,644
-------- -------
Stockholders' equity (note 6):
Preferred stock, $1 par value. Authorized 5,000,000 shares,
none issued -- --
Common stock, $.06 par value. Authorized 16,000,000 shares; issued
11,605,590 and 10,997,380 shares at December 31, 2005 and 2004,
respectively 696 660
Additional paid-in capital 66,219 64,955
Retained earnings 19,296 7,464
Treasury stock at par, 4,040 shares at December 31, 2004 -- --
-------- -------
Total stockholders' equity 86,211 73,079
-------- -------
Commitments and contingencies (notes 4, 5, 9, and 10)
Total liabilities and stockholders' equity $221,532 204,723
======== =======
<FN>
See accompanying notes to consolidated financial statements.
F-4
AIR METHODS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
- -----------------------------------------------------------------------------------------------------
Year Ended December 31
-------------------------------
2005 2004 2003
---------- -------- ---------
Revenue:
Flight revenue (note 7) $ 329,041 265,697 234,687
Sales of medical interiors and products 7,836 7,300 6,803
Parts and maintenance sales and services 93 106 942
Gain on disposition of assets, net -- -- 23
---------- -------- ---------
336,970 273,103 242,455
---------- -------- ---------
Operating expenses:
Flight centers 110,197 95,410 83,492
Aircraft operations 65,041 59,916 56,776
Aircraft rental (note 5) 18,048 15,073 11,843
Cost of medical interiors and products sold 5,293 2,714 4,766
Cost of parts and maintenance sales and services 106 120 978
Depreciation and amortization 12,021 10,983 11,309
Bad debt expense 60,792 42,892 32,519
Loss on disposition of assets, net 366 242 --
General and administrative 36,971 33,691 25,209
---------- -------- ---------
308,835 261,041 226,892
---------- -------- ---------
Operating income 28,135 12,062 15,563
Other income (expense):
Interest expense (5,956) (7,856) (8,252)
Loss on extinguishment of debt (3,104) -- --
Other, net 950 1,158 1,055
---------- -------- ---------
Income before income taxes 20,025 5,364 8,366
Income tax expense (note 8) (8,193) (2,121) (3,263)
---------- -------- ---------
Income before cumulative effect of change in accounting principle 11,832 3,243 5,103
Cumulative effect of change in method of accounting for maintenance
costs, net of income taxes (note 2) -- 8,595 --
---------- -------- ---------
Net income $ 11,832 11,838 5,103
========== ======== =========
(Continued)
F-5
AIR METHODS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS, CONTINUED
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
- ---------------------------------------------------------------------------------------------------------
Year Ended December 31
----------------------
2005 2004 2003
----------- ---------- -----------
Basic income per common share (note 6):
Income before cumulative effect of change in accounting principle $ 1.07 .30 .53
Cumulative effect of change in method of accounting for
maintenance costs, net of income taxes -- .79 --
----------- ---------- -----------
Net income $ 1.07 1.09 .53
=========== ========== ===========
Diluted income per common share (note 6):
Income before cumulative effect of change in accounting principle $ 1.02 .29 .51
Cumulative effect of change in method of accounting for
maintenance costs, net of income taxes -- .76 --
----------- ---------- -----------
Net income $ 1.02 1.05 .51
=========== ========== ===========
Pro forma results, assuming change in method of accounting for
maintenance costs was applied retroactively (note 2):
Net income $ 8,676
===========
Basic income per common share $ .90
===========
Diluted income per common share $ .86
===========
Weighted average number of common shares outstanding - basic 11,058,971 10,894,863 9,665,278
=========== ========== ===========
Weighted average number of common shares outstanding - diluted 11,654,885 11,314,827 10,052,989
=========== ========== ===========
<FN>
See accompanying notes to consolidated financial statements.
F-6
AIR METHODS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
- ---------------------------------------------------------------------------------------------------------------------------
Retained Total
Common Stock Treasury Stock Additional Earnings Stock-
-------------------- ------------------ Paid-in (Accumulated holders'
Shares Amount Shares Amount Capital Deficit) Equity
----------- -------- --------- -------- ----------- ------------- ---------
BALANCES AT JANUARY 1, 2003 9,488,679 $ 569 15,700 $ (1) 55,127 (9,477) 46,218
Issuance of common shares in private
offering, net of syndication costs of
$745 (note 6) 1,200,000 72 -- -- 8,783 -- 8,855
Issuance of common shares for options
exercised and services rendered 163,776 10 -- -- 668 -- 678
Purchase of treasury shares -- -- 19,161 (1) (165) -- (166)
Retirement of treasury shares (34,861) (2) (34,861) 2 -- -- --
Net income -- -- -- -- -- 5,103 5,103
---------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2003 10,817,594 649 -- -- 64,413 (4,374) 60,688
Issuance of common shares for options
and warrants exercised 225,410 14 -- -- 992 -- 1,006
Purchase of treasury shares -- -- 49,664 (3) (450) -- (453)
Retirement of treasury shares (45,624) (3) (45,624) 3 -- -- --
Net income -- -- -- -- -- 11,838 11,838
---------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2004 10,997,380 660 4,040 -- 64,955 7,464 73,079
Issuance of common shares for options
and warrants exercised 624,052 37 -- -- 1,077 -- 1,114
Tax benefit from exercise of stock
options -- -- -- -- 356 -- 356
Purchase of treasury shares -- -- 11,802 (1) (169) -- (170)
Retirement of treasury shares (15,842) (1) (15,842) 1 -- -- --
Net income -- -- -- -- -- 11,832 11,832
---------------------------------------------------------------------------------
BALANCES AT DECEMBER 31, 2005 11,605,590 $ 696 -- $ -- 66,219 19,296 86,211
=================================================================================
<FN>
See accompanying notes to consolidated financial statements.
F-7
AIR METHODS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
- -------------------------------------------------------------------------------------------------------------------------
Year Ended December 31
----------------------
2005 2004 2003
--------------------------------
Cash flows from operating activities:
Net income $ 11,832 11,838 5,103
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense 12,021 10,983 11,309
Bad debt expense 60,792 42,892 32,519
Deferred income tax expense 6,193 2,130 3,280
Common stock options and warrants issued for services -- -- 75
Loss on extinguishment of debt 3,104 -- --
Loss (gain) on disposition of assets 366 242 (23)
Cumulative effect of change in method of accounting for maintenance (note 2) -- (8,595) --
Changes in operating assets and liabilities:
Increase in receivables (79,185) (45,962) (53,955)
Decrease (increase) in inventories (530) 476 1,592
Decrease (increase) in prepaid expenses and other current assets 686 (866) 708
Increase in work-in-process on medical interior and products contracts and costs
in excess of billings (727) (1,189) (1,521)
Increase in accounts payable and other accrued liabilities 4,236 1,063 80
Increase in accrued overhaul and parts replacement costs -- -- 4,546
Increase in deferred revenue, billings in excess of costs, and other liabilities 2,075 2,369 690
--------------------------------
Net cash provided by operating activities 20,863 15,381 4,403
--------------------------------
Cash flows from investing activities:
Acquisition of property and equipment (7,164) (15,080) (7,996)
Proceeds from disposition and sale of equipment and assets held for sale 1,070 1,651 910
Decrease (increase) in notes and other receivables and other assets, net 110 1,928 (417)
--------------------------------
Net cash used by investing activities (5,984) (11,501) (7,503)
--------------------------------
(Continued)
F-8
AIR METHODS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(AMOUNTS IN THOUSANDS)
- --------------------------------------------------------------------------------------------
Year Ended December 31
----------------------
2005 2004 2003
--------------------------------
Cash flows from financing activities:
Proceeds from issuance of common stock $ 1,114 1,006 9,458
Payments for purchases of common stock (170) (453) (166)
Net borrowings (payments) under lines of credit (7,864) (482) 2,647
Proceeds from long-term debt 25,000 10,484 8,235
Payments for debt issue costs (611) (392) (694)
Payments of long-term debt (29,775) (14,106) (11,455)
Debt retirement costs (1,380) -- --
Payments of capital lease obligations (578) (2,908) (761)
--------------------------------
Net cash provided (used) by financing activities (14,264) (6,851) 7,264
--------------------------------
Increase (decrease) in cash and cash equivalents 615 (2,971) 4,164
Cash and cash equivalents at beginning of year 2,603 5,574 1,410
--------------------------------
Cash and cash equivalents at end of year $ 3,218 2,603 5,574
================================
Interest paid in cash during the year $ 6,124 6,558 7,459
================================
Income taxes paid in cash during the year $ 715 216 46
================================
(Continued)
F-9
AIR METHODS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
- --------------------------------------------------------------------------------
Non-cash investing and financing activities:
In the year ended December 31, 2005, the Company settled notes payable of $5,105
in exchange for the aircraft securing the debt. The Company also settled a note
payable totaling $346 by applying a purchase deposit against it and entered into
a note payable of $396 to finance insurance policies and into capital lease
obligations of $1,264 to finance the purchase of equipment.
In the year ended December 31, 2005, the Company wrote off $1,724 in debt
origination costs and note discount related to the retirement of its
subordinated debt.
In the year ended December 31, 2005, the Company entered into notes payable of
$6,446 to finance the purchase of aircraft which are held for sale as of
December 31, 2005.
As described in note 2, effective January 1, 2004, the Company changed its
method of accounting for major engine and airframe component overhaul costs from
the accrual method of accounting to the direct expense method. Accordingly, the
Company reversed its major overhaul accrual totaling $33,809 for all owned and
leased aircraft and reversed the remaining capitalized maintenance included in
fixed assets relating to used aircraft purchases totaling $19,719, with the
balance reflected as the cumulative effect of change in accounting principle of
$8,595 ($14,090, net of income taxes of $5,495).
In the year ended December 31, 2004, the Company settled a note payable totaling
$288 by applying a purchase deposit against it. The Company also entered into a
note payable of $336 to finance insurance policies and originated a capital
lease obligation of $430 to finance the acquisition of equipment.
In the year ended December 31, 2004, the Company entered into notes payable of
$5,105 to finance the purchase of aircraft which were held for sale as of
December 31, 2004.
In the year ended December 31, 2004, the Company recorded a liability of $500
for the fee associated with the amendment to its subordinated debt agreement.
In the year ended December 31, 2003, the Company settled notes payable totaling
$2,604 in exchange for the aircraft securing the debt. The Company also entered
into a note payable of $516 to finance insurance policies.
In the year ended December 31, 2003, the Company sold a hangar in exchange for a
note receivable totaling $315.
In the year ended December 31, 2003, the Company entered into a capital lease
obligation of $11 to finance the acquisition of telephone equipment.
In the year ended December 31, 2003, the Company made adjustments to the
preliminary purchase price allocation related to the acquisition of Rocky
Mountain Holdings, LLC (RMH), which increased goodwill by $2,194.
See accompanying notes to consolidated financial statements.
F-10
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Statement Presentation and Business
Air Methods Corporation, a Delaware corporation, and its subsidiaries (Air
Methods or the Company) serves as the largest provider of aeromedical
emergency transport services and systems throughout the United States of
America. The Company also designs, manufactures, and installs medical
aircraft interiors and other aerospace and medical transport products for
domestic and international customers. Rocky Mountain Holdings, LLC (RMH),
Mercy Air Service, Inc. (Mercy Air), and LifeNet, Inc. (LifeNet) operate as
wholly-owned subsidiaries of Air Methods. LifeNet was formerly known as
ARCH Air Medical Service, Inc. All significant intercompany balances and
transactions have been eliminated in consolidation.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. The Company
considers its critical accounting policies involving more significant
judgments and estimates to be those related to revenue recognition,
uncollectible receivables, deferred income taxes, and depreciation and
residual values. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid instruments with original maturities of three
months or less to be cash equivalents. Cash equivalents of $1,501,000 and
$1,556,000 at December 31, 2005 and 2004, respectively, consist of
short-term money market funds.
Inventories
Inventories are comprised primarily of expendable aircraft parts which are
recorded at the lower of cost (average cost) or market.
Work-in-Process on Medical Interior and Products Contracts
Work-in-process on medical interior and products contracts represents costs
to manufacture and install medical equipment and modify aircraft for third
parties. When the total cost to complete a project under a fixed fee
contract can be reasonably estimated, revenue is recorded as costs are
incurred using the percentage of completion method of accounting. Losses on
contracts in process are recognized when determined.
F-11
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Property and Equipment
Hangars, equipment, and leasehold improvements are recorded at cost.
Maintenance and repairs are expensed when incurred. Major modifications and
costs incurred to place aircraft in service are capitalized. Improvements
to helicopters and airplanes leased under operating leases are included in
flight and ground support equipment in the accompanying financial
statements. Leasehold improvements to hangar and office space are included
in buildings and office equipment in the accompanying financial statements.
Depreciation is computed using the straight-line method over the shorter of
the useful lives of the equipment or the lease term, as follows:
Estimated
Description Lives Residual value
---------------------------------------- ------------ ---------------
Buildings, including hangars 40 years 10%
Helicopters, including medical equipment 8 - 25 years 10 - 25%
Ground support equipment and rotables 5 - 10 years 0 - 10%
Furniture and office equipment 3 - 10 years 0%
Engine and Airframe Overhaul Costs
The Company operates under an FAA-approved continuous inspection and
maintenance program. The Company accounts for maintenance activities under
the direct expense method. Under this method, commencing January 1, 2004,
all maintenance costs are recognized as expense as costs are incurred.
Prior to January 1, 2004, the Company accrued for major engine and airframe
component overhaul costs based on usage of the aircraft component over the
period between overhauls or replacements in advance of performing the
maintenance services. See further discussion in Note 2.
Goodwill
The Company accounts for goodwill under Financial Accounting Standards
Board (FASB) Statement No. 142, Accounting for Goodwill and Intangible
Assets (Statement 142). Under Statement 142, goodwill and certain
identifiable intangible assets are not amortized, but instead are reviewed
for impairment at least annually in accordance with the provisions of the
statement. The Company did not recognize any losses related to impairment
of existing goodwill during 2005.
F-12
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Long-lived Assets
The Company periodically reviews long-lived assets, including intangible
assets, 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. No
impairment has been recognized in the accompanying consolidated financial
statements.
Assets to be disposed of are reported at the lower of the carrying amount
or fair value less estimated selling costs. As of December 31, 2005, assets
held for sale consisted of four aircraft, which the Company intends to sell
within one year. Related debt is classified as short-term notes payable in
the consolidated financial statements. The aircraft are expected to be sold
and leased back under operating leases.
Revenue Recognition and Uncollectible Receivables
Fixed fee revenue under the Company's operating agreements with hospitals
is recognized monthly over the terms of the agreements. Revenue relating to
emergency flights is recognized upon completion of the services. Revenue
and accounts receivable are recorded net of estimated contractual
allowances under agreements with third-party payers. Uncollectible trade
receivables are charged to operations using the allowance method. Estimates
of contractual allowances and uncollectible receivables are initially
determined based on historical collection rates and adjusted periodically
based on actual collections.
F-13
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Stock-based Compensation
The Company accounts for its employee stock compensation plans as
prescribed under Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB Opinion 25). Because the Company grants its
options at or above market value, no compensation cost has been recognized
relating to the plans. Had compensation cost for the Company's stock-based
compensation plans been determined based on the fair value at the grant
dates for awards under those plans consistent with the provisions of
Statement 123, the Company's net income and income per share would have
been reduced to the pro forma amounts indicated below (amounts in
thousands, except per share amounts):
2005 2004 2003
-------- ------- ------
Net income before cumulative effect of change
in accounting principle:
As reported $11,832 3,243 5,103
Less additional compensation expense,
net of tax effect (462) (492) (319)
-------------------------
Pro forma $11,370 2,750 4,784
=========================
Net income:
As reported $11,832 11,838 5,103
Less additional compensation expense,
net of tax effect (462) (492) (319)
-------------------------
Pro forma $11,370 11,346 4,784
=========================
Basic income per share before cumulative effect
of change in accounting principle:
As reported $ 1.07 .30 .53
Pro forma 1.03 .25 .49
Basic net income per share:
As reported $ 1.07 1.09 .53
Pro forma 1.03 1.04 .49
Diluted income per share before cumulative
effect of change in accounting principle:
As reported $ 1.02 .29 .51
Pro forma .98 .24 .49
Diluted net income per share:
As reported $ 1.02 1.05 .51
Pro forma .98 1.01 .49
F-14
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in 2005, 2004, and 2003, respectively: dividend
yield of 0% for all years; expected volatility of 36%, 33%, and 32%;
risk-free interest rates of 4.04%, 3.2%, and 2.4%; and expected lives of 3
years, 5 years, and 3 years. The weighted average fair value of options
granted during the years ended December 31, 2005, 2004, and 2003, was
$2.15, $2.91, and $2.03, respectively.
In December 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123R (Statement 123R), Accounting for Stock-Based
Compensation, an amendment of FASB Statement No. 123. Statement 123R
requires recognition of the grant-date fair value of stock options and
other equity-based compensation issued to employees in the income statement
and provides for either a modified prospective or modified retrospective
transition method for adopting the statement. The statement will be
effective for the Company beginning with the first quarter of 2006. The
Company expects to adopt the modified prospective method of implementation.
Under the modified prospective method, compensation cost will be recognized
in the financial statements beginning with the effective date based on the
requirements of Statement 123R for all share-based payments granted after
that date and based on the requirements of Statement 123 for all unvested
awards granted prior to the effective date of Statement 123R. The Company
expects the adoption of this standard to reduce net income in the year
ending December 31, 2006, by approximately $246,000. This estimate is based
on the number of unvested options currently outstanding and exercisable and
could change based on the number of options granted or forfeited in fiscal
2006.
Income Taxes
Deferred tax assets and liabilities are recognized for future income tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases and operating loss and tax credit carryforwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred income tax
assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date.
Income Per Share
Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted
earnings per share is computed by dividing net income by all outstanding
and potentially dilutive common shares during the period.
F-15
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:
Cash and cash equivalents, accounts receivable, notes payable,
accounts payable, and accrued liabilities:
The carrying amounts approximate fair value because of the short
maturity of these instruments.
Notes receivable and long-term debt:
The Company believes that the overall effective interest rates on
these instruments approximate fair value in the aggregate.
New Accounting Standards
In May 2005, the FASB issued FASB Statement No. 154, Accounting Changes and
Error Correction,. replacing APB Opinion No. 20, Accounting Changes and
FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements. Among other changes, Statement 154 requires that a voluntary
change in accounting principle be applied retrospectively with all prior
period financial statements presented on the new accounting principle,
unless it is impracticable to do so. Statement 154 also provides that a
change in method of depreciating or amortizing a long-lived nonfinancial
asset be accounted for as a change in estimate (prospectively) that was
effected by a change in accounting principle, and that the correction of
errors in previously issued financial statements should be termed a
"restatement." The new standard is effective for accounting changes and
correction of errors made in fiscal years beginning after December 15,
2005. The Company does not expect the adoption of Statement 154 to have a
material impact on its financial position or results of operations.
Reclassifications
Certain prior period amounts have been reclassified to conform with the
2005 presentation.
F-16
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(2) ACCOUNTING CHANGE
Effective January 1, 2004, the Company changed its method of accounting for
major engine and airframe component overhaul costs from the accrual method
of accounting to the direct expense method. Under the new accounting
method, maintenance costs are recognized as expense as maintenance services
are performed. The Company believes the direct-expense method is preferable
in the circumstances because the maintenance liability is not recorded
until there is an obligating event (when the maintenance event is actually
being performed), the direct expense method eliminates significant
estimates and judgments inherent under the accrual method, and it is the
predominant method used in the transportation industry. Accordingly,
effective January 1, 2004, the Company reversed its major overhaul accrual
totaling $33,809,000 for all owned and leased aircraft and reversed the
remaining capitalized maintenance included in fixed assets relating to used
aircraft purchases totaling $19,719,000, with the balance reflected as the
cumulative effect of change in accounting principle of $8,595,000
($14,090,000, net of income taxes of $5,495,000).
In 2002, the impact of the major overhaul accrual relating to aircraft
purchased in the RMH acquisition was considered a component of the
valuation of the aircraft and did not affect the allocation of the purchase
price to goodwill. Accordingly, the change in method to the direct expense
method in 2004 resulted in a reduction in the asset value assigned to RMH
aircraft. The amount of the cumulative effect of the change in accounting
principle related to RMH aircraft was due exclusively to depreciation of
the asset value or changes in the liability balances which had been
expensed subsequent to the acquisition. Therefore, the majority of the
cumulative effect of the change in accounting principle related to aircraft
which were in the Company's fleet prior to the RMH acquisition.
(3) COSTS IN EXCESS OF BILLINGS AND BILLINGS IN EXCESS OF COSTS
As of December 31, 2005, the estimated period to complete contracts in
process ranges from three to twelve months, and the Company expects to
collect all related accounts receivable and costs and estimated earnings in
excess of billings on uncompleted contracts within one year. The following
summarizes contracts in process at December 31 (amounts in thousands):
2005 2004
-------- --------
Costs incurred on uncompleted contracts $ 6,061 8,949
Estimated contribution to earnings 1,922 4,406
-------- --------
7,983 13,355
Less billings to date (4,767) (10,726)
-------- --------
Costs and estimated earnings in excess of billings, net $ 3,216 2,629
======== ========
(4) NOTES PAYABLE AND LONG-TERM DEBT
Short-term notes payable as of December 31, 2005, consist of four notes
with an aircraft manufacturer for the purchase of four aircraft. The notes
are non-interest-bearing and mature in the first quarter of 2006. The four
aircraft collateralizing the notes are expected to be sold and leased back
under operating leases and are classified in the consolidated financial
statements as assets held for sale.
F-17
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(4) NOTES PAYABLE AND LONG-TERM DEBT, CONTINUED
Long-term debt consists of the following at December 31 (amounts in
thousands):
2005 2004
-------- -------
Notes payable due in quarterly installments of principal and interest with
all remaining principal due in 2010. Weighted average interest rate at
December 31, 2005, is 8.14%. $25,000 --
Subordinated notes payable with quarterly interest payments at 12.0%.
Paid in full in 2005. -- 21,860
Borrowings under revolving credit facility with monthly interest payments
and all principal due in 2006. Weighted average interest rate at
December 31, 2005, is 6.08%. 6,855 14,719
Note payable with interest at 6.60%, due in monthly installments of
principal and interest with all remaining principal due in 2009,
collateralized by aircraft. 5,259 6,039
Notes payable with interest rates from 6.53% to 6.70%, due in monthly
installments of principal and interest at various dates through 2009,
collateralized by aircraft and other flight equipment 1,334 2,085
Note payable, non-interest bearing, due in annual principal payments
through 2007. Annual principal payment amounts are contingent upon
transport volume for Community-Based Model operations in Nevada. 750 1,250
Notes payable with interest rates from 5.80% to 8.49%, due in monthly
payments of principal and interest with all remaining principal due in
2008, collateralized by aircraft 8,935 10,288
Notes payable with interest rates from 5.25% to 9.27%, due in monthly
payments of principal and interest with all remaining principal due in
2006, collateralized by aircraft 2,879 3,361
Notes payable with interest at 8.96%, due in monthly payments of
principal and interest with all remaining principal due in 2007,
collateralized by aircraft 1,553 1,807
Notes payable with interest at LIBOR plus 2.50%, due in monthly
payments of principal and interest with all remaining principal due in
2008, collateralized by buildings. Weighted average rate at December
31, 2005, is 6.44%. 1,925 2,127
Note payable with interest rate at 5.60%, due in monthly installments of
principal and interest with all remaining principal due in 2010,
collateralized by aircraft 5,583 6,537
Notes payable with interest rates from 5.08% to 5.95%, due in monthly
installments of principal and interest at various dates through 2010,
collateralized by aircraft 7,030 8,311
Other -- 350
-------- -------
67,103 78,734
Less current installments (9,399) (6,041)
-------- -------
$57,704 72,693
======== =======
F-18
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(4) NOTES PAYABLE AND LONG-TERM DEBT, CONTINUED
On May 9, 2005, the Company amended and restated its senior credit facility
and repaid its subordinated debt facility. The senior credit facility was
further amended on December 15, 2005. The amendments provided for, among
other things, $25 million of term loans, an extension of the maturity date
to December 14, 2010, and modifications to the financial covenants. The
proceeds from the term loans, along with additional borrowings under the
revolving credit facility, were used to repay the Company's $23 million of
subordinated debt. In the second quarter of 2005, the Company wrote off
$1,724,000 in debt origination costs and note discount related to the
subordinated debt and paid a prepayment penalty of $1,380,000 to the
holders of the subordinated debt.
Borrowings under the credit facility are secured by thirteen aircraft and
substantially all of the Company's accounts receivable, inventory,
equipment and general intangibles. Indebtedness under the credit facility
has a first priority claim to the assets pledged to secure it. The facility
matures December 14, 2010, but can be prepaid at any time, subject to
payment of an early termination fee ranging from .25% to 1% if the
termination occurs prior to December 14, 2010. As of December 31, 2005, the
Company had $6,855,000 outstanding against the $35 million revolving credit
facility and available capacity on the facility of $25,702,000. Quarterly
principal payments of $425,000 on the term loans will commence in November
2006 and continue until December 2010, when all remaining principal is due.
The capacity available on the revolving credit facility is reduced by
letters of credit outstanding.
The revolving loans bear interest, at the Company's option, at either (i)
the higher of the federal funds rate plus 0.50% or the prime rate as
announced by the lenders or (ii) a rate equal to LIBOR plus an applicable
margin ranging from 1.75% to 3.00%. The term loans bear interest, at the
Company's option, at either (i) the higher of the federal funds rate plus
3.00% or the prime rate as announced by the lenders plus 2.50% or (ii) a
rate equal to LIBOR plus 4.00%. As of December 31, 2005, the weighted
average interest rate on the outstanding balance against the revolving
credit facility was 6.08% and the weighted average interest rate on the
term loans was 8.14%.
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; events of insolvency or bankruptcy; failure
to timely discharge judgments of $250,000 or more; failure to maintain the
first priority status of liens under the credit facility; levy against a
material portion of the Company's assets; default under other indebtedness;
suspension of material governmental permits; interruption of operations at
any Company facility that has a material adverse effect; and a change of
control in the Company.
F-19
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(4) NOTES PAYABLE AND LONG-TERM DEBT, CONTINUED
The credit facility contains various covenants that limit, among other
things, the Company's ability to create liens, declare dividends, make
loans and investments, enter into real property leases exceeding specified
expenditure levels, make any material change to the nature of the Company's
business, enter into any transaction with affiliates other than on arms'
length terms, prepay indebtedness, enter into a merger or consolidation, or
sell assets. The credit facility also places limits on the amount of new
indebtedness, operating lease obligations, and unfinanced capital
expenditures which the Company can incur in a fiscal year. The Company is
required to maintain certain financial ratios as defined in the credit
facility and other notes. As of December 31, 2005, the Company had exceeded
the limitation on annual capital expenditures, inclusive of leased assets,
and had received a waiver from the lenders for the covenant violation.
Substantially all of the Company's property and equipment is pledged as
collateral under the Company's various notes payable.
Aggregate maturities of long-term debt are as follows (amounts in
thousands):
Year ending December 31:
2006 $ 9,399
2007 8,213
2008 13,642
2009 7,140
2010 28,709
Thereafter --
-------
$67,103
=======
F-20
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(5) LEASES
The Company leases hangar and office space under noncancelable operating
leases and leases certain equipment and aircraft under noncancelable
operating and capital leases. As of December 31, 2005, future minimum lease
payments under capital and operating leases are as follows (amounts in
thousands):
Capital Operating
leases leases
---------------------
Year ending December 31:
2006 $ 797 21,780
2007 450 20,691
2008 103 19,686
2009 103 18,392
2010 103 16,464
Thereafter -- 41,099
---------------------
Total minimum lease payments 1,556 $ 138,112
==========
Less amounts representing interest (211)
---------
Present value of minimum capital lease payments 1,345
Less current installments (657)
---------
$ 688
==========
Rent expense relating to operating leases totaled $22,996,000, $19,508,000,
and $15,424,000, for the years ended December 31, 2005, 2004, and 2003,
respectively.
At December 31, 2005 and 2004, leased property held under capital leases
included in equipment, net of accumulated depreciation, totaled $1,590,000
and $885,000, respectively. Amortization of leased property held under
capital leases is included in depreciation expense.
F-21
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(6) STOCKHOLDERS' EQUITY
(a) PRIVATE PLACEMENT
In December 2003, the Company issued 1.2 million shares of common
stock at $8 per share in a private placement of shares. Proceeds, net
of syndication and other costs, totaled $8,855,000.
(b) WARRANTS
As of December 31, 2005, the following warrants to purchase the
Company's common stock are outstanding:
Number of Warrants Exercise Price per Share Expiration Date
------------------ ------------------------- ----------------
100,000 $ 5.28 October 16, 2007
25,000 6.60 August 8, 2007
------------------
125,000
==================
During the year ended December 31, 2005, warrants with an exercise
price of $0.06 were exercised for 449,716 shares of common stock.
(C) STOCK OPTION PLANS
The Company has a Stock Option Plan (the Plan) which provides for the
granting of incentive stock options (ISO's) and nonqualified stock
options (NSO's), stock appreciation rights, and supplemental stock
bonuses. Under the Plan, 3,500,000 shares of common stock are reserved
for options. The Company also grants NSO's outside of the Plan.
Generally, the options granted under the Plan have an exercise price
equal to the market value on the date of grant, vest in three equal
installments beginning one year from the date of grant, and expire
five years from the date of grant. However, option grants to certain
officers and employees in 2004 included 460,000 options which vest
after five years and expire six years from the date of grant.
The Nonemployee Director Stock Option Plan authorizes the grant of
NSO's to purchase an aggregate of 300,000 shares of common stock to
nonemployee directors of the Company. Through 2004, each nonemployee
director completing one fiscal year of service received a five-year
option to purchase 10,000 shares, exercisable at the then current
market value of the Company's common stock. All options under this
plan are vested immediately upon issue. As of December 31, 2005,
neither the Stock Option Plan nor the Nonemployee Director Stock
Option Plan had sufficient remaining capacity to accommodate the
issuance of options for director services in 2005.
F-22
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(6) STOCKHOLDERS' EQUITY, CONTINUED
The following is a summary of option activity, including options
granted and outstanding outside of the Plan, during the years ended
December 31, 2005, 2004, and 2003:
Weighted Average
Shares Exercise Price
----------------- -----------------
Outstanding at January 1, 2003 666,037 $ 4.91
Granted 227,500 8.22
Canceled (73,759) 2.56
Exercised (163,776) 3.44
-----------------
Outstanding at December 31, 2003 656,002 6.19
Granted 582,000 8.91
Canceled (1,778) 2.44
Exercised (200,410) 4.63
-----------------
Outstanding at December 31, 2004 1,035,814 8.03
Granted 101,000 9.25
Canceled (934) 4.31
Exercised (174,358) 6.24
-----------------
Outstanding at December 31, 2005 961,522 8.48
=================
Options exercisable at:
December 31, 2003 414,335 $ 5.77
December 31, 2004 410,204 7.02
December 31, 2005 463,523 7.96
F-23
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(6) STOCKHOLDERS' EQUITY, CONTINUED
The following table summarizes information about stock options
outstanding at December 31, 2005:
Weighted-Average Weighted-
Remaining Weighted- Average
Range of Number Contractual Average Number Exercise
Exercise Price Outstanding Life (Years) Exercise Price Exercisable Price
--------------- ----------- ----------------- --------------- ----------- ----------
$ 5.60 to 8.46 252,522 2.0 $ 6.97 244,523 $ 6.92
8.83 to 11.60 709,000 3.8 9.02 219,000 9.12
----------- -----------
961,522 463,523
=========== ===========
(D) NONEMPLOYEE DIRECTOR COMPENSATION PLAN
In February 1993, the Board of Directors adopted the Air Methods
Corporation Equity Compensation Plan for Nonemployee Directors which
was subsequently approved by the Company's stockholders on March 12,
1993. Under this compensation plan, 150,000 shares of common stock are
reserved for issuance to non-employee directors. As of December 31,
2005, no shares have been issued under this plan.
(E) INCOME PER SHARE
The reconciliation of basic to diluted weighted average common shares
outstanding is as follows for the years ended December 31:
2005 2004 2003
---------- ---------- ----------
Weighted average number of common shares
outstanding - basic 11,058,971 10,894,863 9,665,278
Dilutive effect of:
Common stock options 138,217 79,141 99,955
Common stock warrants 457,697 340,823 287,756
----------------------------------
Weighted average number of common shares
outstanding - diluted 11,654,885 11,314,827 10,052,989
==================================
Common stock options totaling 16,000, 662,000, and 252,500 were not
included in the diluted income per share calculation for the years ended
December 31, 2005, 2004, and 2003, respectively, because their effect would
have been anti-dilutive.
F-24
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(7) REVENUE
The Company has operating agreements with various hospitals and hospital
systems to provide services and aircraft for initial terms ranging from 1
to 10 years. The agreements provide for revenue from monthly fixed fees and
flight fees based upon the utilization of aircraft in providing emergency
medical services. The fixed-fee portions of the agreements provide for the
following revenue for years ending December 31 (amounts in thousands):
2006 $ 58,705
2007 36,469
2008 23,906
2009 15,703
2010 9,867
Thereafter 1,088
--------
$145,738
========
(8) INCOME TAXES
Income tax benefit (expense), excluding amounts recorded as the cumulative
effect of a change in accounting principle, consists of the following for
the years ended December 31 (amounts in thousands):
2005 2004 2003
--------------------------
Current income tax benefit (expense):
Federal $ (816) -- (12)
State (1,184) 9 29
--------------------------
(2,000) 9 17
Deferred income tax benefit (expense):
Federal (5,399) (1,857) (2,860)
State (794) (273) (420)
--------------------------
(6,193) (2,130) (3,280)
--------------------------
Total income tax expense $(8,193) (2,121) (3,263)
==========================
F-25
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(8) INCOME TAXES, CONTINUED
Reconciliation of income taxes on income before income taxes computed at
the federal statutory rate of 34% and income taxes as recorded is as
follows for the years ended December 31 (amounts in thousands):
2005 2004 2003
--------------------------
Tax at the federal statutory rate $(6,809) (1,824) (2,844)
State income taxes, net of federal benefit,
including adjustments based on filed
state income tax returns (1,007) (268) (419)
Change in valuation allowance -- -- (2,456)
True up's to filed returns (368) -- 2,456
Other (9) (29) --
--------------------------
Net income tax benefit (expense) $(8,193) (2,121) (3,263)
==========================
For state income tax purposes, at December 31, 2005, the Company has net
operating loss carryforwards of approximately $14 million, expiring at
various dates through 2019. In 2005 the Company changed its year-end for
income tax filing from June 30 to December 31 to coincide with its fiscal
year-end and filed a short-period return for the six months ended December
31, 2004. The true-up of deferred tax assets and liabilities resulted in an
increase of $368,000 to deferred tax liabilities and income tax expense in
2005.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31 are as
follows (amounts in thousands):
2005 2004
-------------------
Deferred tax assets:
Net operating loss carryforwards $ 698 9,220
Minimum tax credit carryforward 334 12
Employee compensation and benefit accruals
and other 4,642 1,887
-------------------
Total gross deferred tax assets 5,674 11,119
Less valuation allowance -- (904)
-------------------
Net deferred tax assets 5,674 10,215
-------------------
Deferred tax liabilities:
Equipment and leasehold improvements,
principally due to differences in bases and
depreciation methods (22,422) (16,846)
Allowance for uncollectible accounts (1,446) (5,213)
Goodwill (458) (493)
Other (212) (334)
-------------------
Total deferred tax liabilities (24,538) (22,886)
-------------------
Net deferred tax liability $(18,864) (12,671)
===================
F-26
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(8) INCOME TAXES, CONTINUED
During 2005, net operating loss carryforwards of $1.4 million, for which a
valuation allowance had previously been established, expired. Based on
management's assessment, realization of net deferred tax assets through
future taxable earnings is considered more likely than not.
(9) EMPLOYEE BENEFIT PLANS
The Company has a defined contribution retirement plan whereby employees
may contribute any percentage of their gross pay up to the IRS maximum
($14,000 for 2005). The Company contributes 2% of gross pay for all
employees and matches 60% of the employees' contributions up to 6% of their
gross pay. The Company also continued the RMH defined contribution
retirement plan which was in place at the acquisition date. Under the RMH
plan, employees may contribute any percentage of their gross pay up to the
IRS maximum, and the Company matches 30% of the employees' contributions up
to 6% of their gross pay. Company contributions to both plans totaled
approximately $2,354,000, $2,284,000, and $2,176,000 for the years ended
December 31, 2005, 2004, and 2003, respectively.
(10) COMMITMENTS AND CONTINGENCIES
The Company has entered into various aircraft operating leases under which
it provides residual value guarantees to the lessor. As of December 31,
2005, the undiscounted maximum amount of potential future payments under
the guarantees is $3,311,000. No amounts have been accrued for any
estimated losses with respect to the guarantees, since it is not probable
that the residual value of the aircraft will be less than the amounts
stipulated in the guarantee. The assessment of whether it is probable that
the Company will be required to make payments under the terms of the
guarantee is based on current market data and the Company's actual and
expected loss experience.
In March 2004, the Company entered into a commitment agreement to purchase
ten Eurocopter EC135 helicopters for approximately $34.3 million, with
deliveries scheduled through the first quarter of 2005. As of December 31,
2005, the Company had taken delivery of all aircraft under the agreement.
In July 2004, the Company entered into a commitment agreement to purchase
fifteen Bell 429 helicopters for approximately $55.5 million, beginning in
2007, with a minimum of three deliveries per year. The agreement provides
for special incentives, including a trade-in option for up to fifteen Bell
222 helicopters, with minimum guaranteed trade-in values.
In August 2005, the Company entered into a commitment agreement to purchase
six Eurocopter EC135 helicopters for approximately $23.0 million, with
deliveries scheduled in 2006. In October 2005, the Company also entered
into a purchase commitment for four Eurocopter AS350 helicopters for
approximately $6.1 million. As of December 31, 2005, the Company had taken
delivery of one aircraft under the agreement.
The Company intends to place the new aircraft primarily into existing bases
and to either sell the aircraft which are replaced or redeploy them into
the backup fleet. Typically the Company has financed aircraft acquired
under these or similar commitments through operating lease agreements.
F-27
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(10) COMMITMENTS AND CONTINGENCIES, CONTINUED
In August 2004, the Company entered into a letter of credit with a
financial institution to securitize an aircraft leased by the Company under
an operating lease agreement. Because the aircraft is operated in Puerto
Rico, the lessor is unable to perfect its security interest against the
aircraft. The letter of credit perpetually renews for consecutive one-year
terms through the end of the lease agreement in July 2010 or until the
aircraft is moved from Puerto Rico and reduces the available borrowing
capacity under the Company's revolving credit facility. The letter of
credit amount decreases annually based on reductions in the stipulated loss
value of the aircraft under the lease agreement and was $1,036,000 at
December 31, 2005.
In January 2005, the Company entered into a $1,400,000 letter of credit
with an insurance underwriter in lieu of increasing cash deposits on its
workers compensation insurance policy. The letter of credit may be renewed
annually and reduces the available borrowing capacity under the Company's
revolving credit facility.
(11) BUSINESS SEGMENT INFORMATION
The Company identifies operating segments based on management
responsibility and the type of products or services offered. Operating
segments and their principal products or services are as follows:
- Community-Based Model (CBM) - provides air medical transportation
services to the general population as an independent service in
seventeen states. Services include aircraft operation and maintenance,
medical care, dispatch and communications, and medical billing and
collection.
- Hospital-Based Model (HBM) - provides air medical transportation
services to hospitals in 26 states and Puerto Rico under exclusive
operating agreements. Services include aircraft operation and
maintenance.
- Products Division - designs, manufactures, and installs aircraft
medical interiors and other aerospace and medical transport products
for domestic and international customers.
The accounting policies of the operating segments are as described in Note
1. The Company evaluates the performance of its segments based on pretax
income. Intersegment sales are reflected at cost-related prices.
Summarized financial information for the Company's operating segments is
shown in the following table (amounts in thousands). Amounts in the
"Corporate Activities" column represent corporate headquarters expenses and
results of insignificant operations. The Company does not allocate assets
between HBM, Products, and Corporate Activities for internal reporting and
performance evaluation purposes.
F-28
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(11) BUSINESS SEGMENT INFORMATION, CONTINUED
Community- Hospital-
Based Based Products Corporate Intersegment
Model Model Division Activities Eliminations Consolidated
----------------------------------------------------------------------------
2005
External revenue $ 229,507 99,626 7,837 -- -- 336,970
Intersegment revenue -- -- 9,452 -- (9,452) --
----------------------------------------------------------------------------
Total revenue 229,507 99,626 17,289 -- (9,452) 336,970
Operating expenses 138,120 82,552 13,289 9,285 (7,224) 236,022
Depreciation & amortization 6,133 5,201 412 275 -- 12,021
Bad debt expense 60,035 757 -- -- -- 60,792
Interest expense 3,123 2,719 -- 114 -- 5,956
Loss on early extinguishment
of debt -- -- -- 3,104 -- 3,104
Other, net (1,011) -- -- 61 -- (950)
Income tax expense -- -- -- 8,193 -- 8,193
----------------------------------------------------------------------------
Net income (loss) $ 23,107 8,397 3,588 (21,032) (2,228) 11,832
============================================================================
Total assets $ 89,805 N/A N/A 133,890 (2,163) 221,532
============================================================================
2004
External revenue $ 176,968 88,835 7,300 -- -- 273,103
Intersegment revenue -- -- 8,753 -- (8,753) --
----------------------------------------------------------------------------
Total revenue 176,968 88,835 16,053 -- (8,753) 273,103
Operating expenses 116,537 78,295 10,451 9,230 (7,347) 207,166
Depreciation & amortization 5,417 5,081 272 213 -- 10,983
Bad debt expense 42,505 387 -- -- -- 42,892
Interest expense 3,950 3,736 -- 170 -- 7,856
Other, net (1,050) -- -- (108) -- (1,158)
Income tax expense -- -- -- 2,121 -- 2,121
----------------------------------------------------------------------------
Income (loss) before
cumulative effect of change
in accounting principle 9,609 1,336 5,330 (11,626) (1,406) 3,243
Cumulative effect of change
in accounting principle, net -- -- -- 8,595 -- 8,595
----------------------------------------------------------------------------
Net income (loss) $ 9,609 1,336 5,330 (3,031) (1,406) 11,838
============================================================================
Total assets $ 67,156 N/A N/A 139,730 (2,163) 204,723
============================================================================
F-29
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(11) BUSINESS SEGMENT INFORMATION, CONTINUED
Community- Hospital-
Based Based Products Corporate Intersegment
Model Model Division Activities Eliminations Consolidated
2003
External revenue $ 146,364 88,440 6,803 848 -- 242,455
Intersegment revenue -- -- 7,261 -- (7,261) --
-----------------------------------------------------------------------------
Total revenue 146,364 88,440 14,064 848 (7,261) 242,455
Operating expenses 95,309 74,429 10,360 8,322 (5,356) 183,064
Depreciation & amortization 4,857 4,539 173 1,740 -- 11,309
Bad debt expense 32,519 -- -- -- -- 32,519
Interest expense 3,962 4,121 -- 169 -- 8,252
Other, net (805) (130) -- (120) -- (1,055)
Income tax expense -- -- -- 3,263 -- 3,263
-----------------------------------------------------------------------------
Net income (loss) $ 10,522 5,481 3,531 (12,526) (1,905) 5,103
============================================================================
Total assets $ 76,506 N/A N/A 141,306 (2,163) 215,649
============================================================================
F-30
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(12) UNAUDITED QUARTERLY FINANCIAL DATA
Summarized unaudited quarterly financial data for 2005 and 2004 is as
follows (amounts in thousands except per share data):
Quarter
First Second Third Fourth
---------------------------------
2005
Revenue $68,508 87,685 90,533 90,244
Operating income 785 10,146 9,895 7,309
Income (loss) before income taxes (735) 5,477 9,028 6,255
Net income (loss) (468) 3,324 5,498 3,478
Basic income (loss) per common share (.04) .30 .50 .31
Diluted income (loss) per common share (.04) .29 .47 .29
2004
Revenue $61,634 74,255 68,949 68,265
Operating income 909 5,916 4,012 1,225
Income (loss) before income taxes and
cumulative effect of change in accounting
principle (892) 4,160 2,378 (282)
Income (loss) before cumulative effect of
change in accounting principle (544) 2,518 1,452 (183)
Net income (loss) 8,051 2,518 1,452 (183)
Basic income (loss) per share before
cumulative effect of change in accounting
principle (.05) .23 .13 (.02)
Basic income (loss) per common share .74 .23 .13 (.02)
Diluted income (loss) per share before
cumulative effect of change in accounting
principle (.05) .22 .13 (.02)
Diluted income (loss) per common share .74 .22 .13 (.02)
Income per common share is computed independently for each of the quarters
presented. Therefore, the sum of the quarterly income per share does not
necessarily equal the total computed for the year.
F-31
AIR METHODS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
- --------------------------------------------------------------------------------
(13) SUBSEQUENT EVENT
In September 2003, the Company's pilots voted to be represented by the
Office and Professional Employees International Union, Local 109.
Negotiations on a collective bargaining agreement began in early 2004 and
consensus has been reached on a majority of the non-economic issues under
consideration. In November 2005, the Company provided the union a
settlement offer which was modified and tentatively accepted by the union
in March 2006, subject to ratification by the union membership and approval
by the Company's board of directors. The settlement offer included changes
to base salary and overtime pay and to the Company's contribution to
defined contribution retirement plans (401k plans). If ratified by the
union membership prior to March 31, 2006, the agreement will be effective
January 1, 2006, through April 30, 2009. Under the proposed settlement, pay
for overtime shifts would increase from regular pay rates to 1.5 times
regular pay rates. The Company currently maintains two 401k plans. Under
one plan, the Company contributes 2% of gross pay for all eligible
employees and matches 60% of the employees' contributions up to 6% of their
gross pay. Under the other plan, the Company matches 30% of the employees'
contributions up to 6% of their gross pay. In the proposed settlement, the
Company will contribute up to 5.6% of gross pay to both 401k plans,
depending on the level of each employee's participation. The estimated
impact of the proposed change in base salary is $3.4 million in the year of
implementation. Because the impact of changes to overtime pay and to the
401k plan contributions is dependent upon staffing levels and employee
participation in the 401k plans, the effect on the financial statements
cannot presently be fully quantified. The Company has also not yet
determined the extent, if any, to which the impact of the settlement offer
may be offset by price increases. There can be no assurance that the offer
will be accepted by the union or that the Company will not be subject to a
work stoppage if the parties are unable to come to an agreement.
F-32
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
The Board of Directors
Air Methods Corporation:
Under date of March 15, 2006, we reported on the consolidated balance sheets of
Air Methods Corporation and subsidiaries (the Company) as of December 31, 2005
and 2004, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 2005, which are included in the Company's December 31, 2005 Annual
Report on Form 10-K. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related consolidated
financial statement Schedule II - Valuation and Qualifying Accounts. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement schedule
based on our audits.
In our opinion, such 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.
/S/ KPMG LLP
Denver, Colorado
March 15, 2006
F-33
AIR METHODS CORPORATION
AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(AMOUNTS IN THOUSANDS)
- -------------------------------------------------------------------------------------------------
Balance at
Beginning Transfers and Balance at
Description of Period Additions (a) Other (c) Deductions (b) End of Period
- ----------------------------------------------------------------------------------------------------------
Allowance for trade receivables
Year ended December 31, 2005 $ 26,040 60,792 -- (41,292) 45,540
Year ended December 31, 2004 30,301 42,892 -- (47,153) 26,040
Year ended December 31, 2003 19,315 32,519 800 (22,333) 30,301
__________________
Notes:
(a) Amounts charged to expense.
(b) Bad debt write-offs and charges to allowances.
(c) Beginning allowance balance assumed in RMH acquisition, as adjusted for
final purchase price allocation.
See accompanying Report of Independent Registered Public Accounting Firm.
F-34