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Air Methods 10-Q 2009 UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
FORM
10-Q
(Mark
One)
OR
Commission
file number 0-16079
AIR
METHODS CORPORATION>
(Exact
name of Registrant as Specified in Its Charter)
Registrant’s
Telephone Number, Including Area Code (303)
792-7400
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 T No £
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes £ No £
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “accelerated filer,” “large accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.)
Yes £ No T
The
number of shares of Common Stock, par value $.06 per share, outstanding as of
April 20, 2009, was 12,175,529.
Form
10-Q
PART
I: FINANCIAL INFORMATION
Air
Methods Corporation and Subsidiaries
CONSOLIDATED
BALANCE SHEETS
(Amounts
in thousands, except share and per share amounts)
(unaudited)
(Continued)
Air
Methods Corporation and Subsidiaries
CONSOLIDATED
BALANCE SHEETS, Continued
(Amounts
in thousands, except share and per share amounts)
(unaudited)
See
accompanying notes to consolidated financial statements. Air
Methods Corporation and Subsidiaries
(Amounts
in thousands, except share and per share amounts)
(unaudited)
See
accompanying notes to consolidated financial statements. Air
Methods Corporation and Subsidiaries
(Amounts
in thousands)
(unaudited)
(Continued) Air
Methods Corporation and Subsidiaries
CONSOLIDATED
STATEMENTS OF CASH FLOWS, continued
(Amounts
in thousands)
(unaudited)
Non-cash
investing and financing activities:
In the
quarter ended March 31, 2009, the Company entered into notes payable of $3,893
to finance the purchase of aircraft which are held for sale as of March 31,
2009, and into a note payable of $552 to finance insurance
policies.
In the
quarter ended March 31, 2008, the Company settled notes payable of $22,611 in
exchange for the aircraft securing the debt. The Company also entered into notes
payable of $10,957 to finance the purchase of aircraft which were held for sale
as of March 31, 2008.
In the
quarter ended March 31, 2008, the Company made adjustments to the preliminary
purchase price allocation related to the acquisition of FSS Airholdings, Inc.,
which increased goodwill by $1,459.
See
accompanying notes to consolidated financial statements. Air
Methods Corporation and Subsidiaries
(unaudited)
The
accompanying unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Regulation S-X. Accordingly,
the accompanying unaudited consolidated financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary to present
fairly the consolidated financial statements for the respective periods. Interim
results are not necessarily indicative of results for a full year. The
consolidated financial statements should be read in conjunction with the
Company's audited consolidated financial statements and notes thereto for the
year ended December 31, 2008.
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, deferred income taxes, valuation of long-lived assets, and
fair values of assets acquired and liabilities assumed in business combinations.
Actual results could differ from those estimates.
Changes
in stockholders’ equity for the three months ended March 31, 2009, consisted of
the following (amounts in thousands except share amounts):
Air
Methods Corporation and Subsidiaries
Notes
to Consolidated Financial Statements, continued
(unaudited)
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 dilutive
potential common shares during the period.
The
reconciliation of basic to diluted weighted average common shares outstanding is
as follows for the quarters ended March 31:
Common
stock options totaling 267,234 were not included in the diluted shares
outstanding for the quarter ended March 31, 2009, because their effect would
have been anti-dilutive.
On April
1, 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position No. FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies
(FAS 141R-1), which amends the provisions in Statement 141R for the
initial recognition and measurement, subsequent measurement and accounting, and
disclosures for assets and liabilities arising from contingencies in business
combinations. FAS 141R-1 is effective for contingent assets or contingent
liabilities acquired in business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. The implementation of FAS 141R-1 did not have an impact
on the Company’s financial position or results of operation because no
acquisitions were closed during the first quarter of 2009.
On April
9, 2009, the FASB issued FASB Staff Position No. FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly (FAS 157-4).
FAS 157-4 applies to all assets and liabilities within the scope of accounting
pronouncements that require or permit fair value measurements, except as
discussed in paragraphs 2 and 3 of Statement 157, and provides additional
guidance for estimating fair value when the volume and level of activity for the
asset or liability have significantly decreased. FAS 157-4 also includes
guidance on identifying circumstances that indicate a transaction is not
orderly. The statement is effective for interim reporting periods ending after
June 15, 2009. The Company does not expect the implementation of FAS 157-4 to
have a material effect on its financial position or results of
operation.
On April
9, 2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments (FAS 107-1). FAS 107-1 amends FASB Statement No.
107, Disclosures about Fair
Value of Financial Instruments, to require disclosures about fair value
of financial instruments for interim reporting periods, as well as in annual
financial statements, in either the body or the accompanying notes of summarized
financial information. FAS 107-1 is effective for interim reporting periods
ending after June 15, 2009. The statement provides only for additional interim
disclosures. Therefore, the Company does not expect the implementation of FAS
107-1 to have a material effect on its financial position or results of
operation. Air
Methods Corporation and Subsidiaries
Notes
to Consolidated Financial Statements, continued
(unaudited)
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, corporate income tax expense,
and results of insignificant operations. The Company does not allocate assets
between operating segments for internal reporting and performance evaluation
purposes. Operating segments and their principal products or services are as
follows:
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 1 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; flight
volume and collection rates for CBS operations; size, structure and growth of
our air medical services and products markets; continuation and/or renewal of
HBS contracts; acquisition of new and profitable Products Division contracts;
and other matters. The actual results that we achieve may differ materially from
those discussed in such forward-looking statements due to the risks and
uncertainties described in the Risk Factors 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 annual
report on Form 10-K. 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
products for domestic and international customers. Our divisions, or business
segments, are organized according to the type of service or product provided and
consist of the following:
See Note
5 to the consolidated financial statements included in Item 1 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:
The
increase in the total percentage of uncollectible accounts for the first quarter
of 2009 is primarily attributable to price increases. Although price increases
generally increase the net reimbursement per transport from insurance payers,
the amount per transport collectible from private patient payers and Medicare
and Medicaid does not increase proportionately with price increases. Therefore,
depending upon overall payer mix, price increases will usually result in an
increase in the percentage of uncollectible accounts. Although we have not yet
experienced significant increased limitations in the amount reimbursed by
insurance companies, continued price increases may cause insurance companies to
limit coverage for air medical transport to amounts less than our standard
rates.
Results
of Operations
We
reported net income of $4,988,000 for the three months ended March 31, 2009,
compared to $2,330,000 for the three months ended March 31, 2008. Net
reimbursement per transport for CBS operations increased 10.3% in the first
quarter of 2009 compared to the first quarter of 2008, while Same-Base
Transports for CBS operations were 4.4% lower over the same period. Aircraft
operating expenses decreased 12.9%, reflecting lower maintenance and fuel
costs.
Flight
Operations – Community-based Services and Hospital-based Services
Medical
Interiors and Products
Significant
projects in the first quarter of 2008 included four modular medical interior
kits for commercial customers, three of which were still in process as of March
31, 2008. Also in process as of March 31, 2008, were two design contracts for
the U.S. Army, ten HH-60L units, and fifty MEV units. Revenue by product line
was as follows:
General
Expenses
Liquidity
and Capital Resources
Our
working capital position as of March 31, 2009, was $103,733,000, compared to
$115,962,000 at December 31, 2008. We had cash and cash equivalents of
$9,053,000 at March 31, 2009, compared to $13,147,000 at December 31, 2008. Cash
generated by operations was $15,682,000 in the first quarter of 2009, compared
to $9,709,000 in the first quarter of 2008, reflecting the change in operating
results described above.
Cash used
by investing activities totaled $7,877,000 in 2009 compared to $1,176,000 in
2008. Significant equipment acquisitions in the first quarter of 2009 included
the purchase of two aircraft for approximately $4.7 million. During the quarter,
we sold two aircraft for total proceeds of $1.2 million. Equipment acquisitions
in the first quarter of 2008 included the buyout of two CJ leased aircraft which
were subsequently sold during the quarter for net proceeds of approximately $2.8
million. Both aircraft had been identified for disposition upon acquisition of
CJ in October 2007. We also sold two other aircraft during the quarter for total
proceeds of $1.5 million. Financing
activities used $11,899,000 in 2009 compared $1,157,000 in 2008. The primary use
of cash in both 2009 and 2008 was regularly scheduled payments of long-term debt
and capital lease obligations. In 2008 these payments were partially offset by
draws against our line of credit. In 2009 we paid off a $3.9 million short-term
note payable to an aircraft manufacturer for the delivery of an EC135
helicopter. We are exploring long-term refinancing options for this balance in
the second quarter of 2009.
Outlook
for 2009
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
Services
Effective
January 1, 2009, we increased prices for our CBS operations an average of
approximately 5%. In
the first quarter of 2009, we opened three
new
bases and closed four due to
insufficient flight volume. We also entered into service agreements in
Georgia with another air medical service provider, allowing for base
consolidations in the service area. During the second quarter of 2009, we expect
to complete the conversion of an HBS customer to CBS operations, resulting in
two additional CBS bases.
Hospital-Based
Services
In the
first quarter of 2009, we began operations under a new three-year contract,
representing two aircraft, with a customer in Alaska. Contracts with eighteen
hospital customers are due for renewal in 2009, two of which have been renewed
for terms ranging from one to three years.
Products
Division
As of
March 31, 2009, we had 48 HH60L units, 81 MEV units, four commercial medical
interiors, and one design contract with the U.S. Army in process. During the
second quarter of 2009, we received notice of the customer’s intent to reduce
the number of MEV units to be delivered under the current contract from 306
units to 81 units, plus a number of spares. Although the impact of the reduction
is not yet measurable, under government contract law, we believe we will be
entitled to the recovery of costs incurred related to this contract. Deliveries
under all contracts in process are expected to be completed early in 2010, and
remaining revenue, taking into consideration the reduction in MEV production, is
estimated at $12.4 million.
The U.S.
Army Multi-Year VII production contract plans for 76 HH-60M Multi-Mission
Medevac units plus options for 23 additional units to be delivered by 2012,
including the 48 units which we currently have under contract. The units planned
under this contract are in addition to the 39 units we have already completed.
There is no assurance that orders for additional units will be received in
future periods.
All
Segments
There can
be no assurance that we will continue to maintain flight volume or current
levels of collections on receivables for CBS operations, successfully complete
planned expansions of CBS and HBS operations, renew operating agreements for our
HBS operations, or generate new profitable contracts for the Products Division.
Based on the anticipated levels of HBS and CBS flight activity and the projects
in process for the Products Division, we expect to generate sufficient cash flow
to meet our operational needs throughout the remainder of 2009. Effective March
31, 2009, we amended one of the covenants under our senior credit facility such
that the calculation of Total Adjusted Debt (as defined in the senior credit
facility) is equal to EBITDAR (Earnings Before Interest, Taxes, Debt,
Amortization, and Recurring Rents). Such amendment will provide us with more
borrowing capacity as it relates to leased aircraft that have been purchased.
There were no other amendments to the senior credit facility other than as
described above. At March 31, 2009, we have approximately $32 million of
borrowing capacity available under the senior credit facility. Critical
Accounting Policies
Our
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.
On an
on-going basis, management evaluates our estimates and judgments, including
those related to revenue recognition, deferred income taxes, and valuation of
long-lived assets and goodwill. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. Management believes the
following critical accounting policies affect its more significant judgments and
estimates used in the preparation of our consolidated financial
statements.
Revenue
Recognition
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 and is recorded net of
provisions for contractual discounts and estimated uncompensated care. Both provisions are
estimated during the period the related services are performed based on
historical collection experience and any known trends or changes in
reimbursement rate schedules and payer mix. The provisions are adjusted as
required based on actual collections in subsequent periods. We have from time to
time experienced delays in reimbursement from third-party payers. In addition,
third-party payers may disallow, in whole or in part, claims for reimbursement
based on determinations that certain amounts are not reimbursable under plan
coverage, determinations of medical necessity, or the need for additional
information. Laws and regulations governing the Medicare and Medicaid programs
are very complex and subject to interpretation. We also provide services to
patients who have no insurance or other third-party payer coverage. There can be
no guarantee that we will continue to experience the same collection rates that
we have in the past. If actual future collections are more or less than those
projected by management, adjustments to allowances for contractual discounts and
uncompensated care may be required. Based on related flight revenue for the
quarter ended March 31, 2009, a change of 100 basis points in the percentage of
estimated contractual discounts and uncompensated care would have resulted in a
change of approximately $1,592,000 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.
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. The
effect on deferred income tax assets and liabilities of a change in statutory
tax rates applicable to the Company is also recognized in income in the period
of the change. Long-lived
Assets Valuation
In
accounting for long-lived assets, we make estimates about the expected useful
lives, projected residual values and the potential for impairment. Estimates of
useful lives and residual values of aircraft are based upon actual industry
experience with the same or similar aircraft types and anticipated utilization
of the aircraft. Changing market prices of new and used aircraft, government
regulations and changes in our maintenance program or operations
could result in changes to these estimates. Long-lived assets are
evaluated for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
long-lived assets is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. Our cash flow
estimates are based on historical results adjusted for estimated current
industry trends, the economy, and operating conditions.
Goodwill
Valuation
The
Company’s goodwill relates to four acquisitions and has been allocated to our
community-based and hospital-based services segments. Annually, at December 31,
the Company evaluates goodwill for potential impairment using a two-step test at
the reporting unit level. The first step of the goodwill impairment test
compares the book value of a reporting unit, including goodwill, with its fair
value. If the book value of a reporting unit exceeds its fair value, we perform
the second step of the impairment test to determine the amount of goodwill
impairment loss to be recorded. In the second step, the implied fair value of
the reporting unit’s goodwill is compared to the book value of the goodwill. The
amount of impairment loss is equal to the excess of the book value of the
goodwill over the implied fair value of that goodwill.
We
determine the fair value of each reporting unit based upon the reporting unit’s
historical operating profit and the Company’s current public trading value.
Estimated future operating profit for each reporting unit is also taken into
consideration when determining the reporting unit’s fair value. Considerable
management judgment is necessary to evaluate the impact of economic changes and
to estimate future operating profit for the reporting units. Assumptions used in
our impairment evaluations, such as forecasted growth rates and patient
receivable collection rates, are based on the best available market information
and are consistent with our internal forecasts. Changes in these estimates or a
continued decline in general economic conditions could change our conclusion
regarding an impairment of goodwill and potentially result in a non-cash
impairment loss in a future period.
The
estimated fair values of the reporting units have historically exceeded the
carrying values of the reporting units. We performed a sensitivity analysis on
the Company’s public trading value and on each reporting unit’s historical and
estimated future operating profits. Based on the amounts used in the evaluation
of goodwill at December 31, 2008, either the Company’s current public trading
value or the reporting unit’s operating profit would have to decrease by more
than 20% before the carrying value of the reporting unit exceeded its fair
value. 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, some of which
have fixed interest rates, except $13,803,000 outstanding against the line of
credit and $42,860,000 in notes payable. Based on the amounts outstanding at
March 31, 2009, the annual impact of a change of 100 basis points in interest
rates would be approximately $567,000. Interest rates on these instruments
approximate current market rates as of March 31, 2009.
Our cost
of operations is also affected by changes in the price and availability of
aircraft fuel. Generally, our HBS customers pay for all fuel consumed in medical
flights. Based on actual CBS fuel usage for the quarter ended March 31, 2009,
the impact on operating costs of an increase of 10% in the cost of aircraft fuel
per hour flown would be approximately $238,000 for the quarter. Flight volume
for CBS operations can vary due to weather conditions and other factors.
Therefore, the impact of a change in fuel cost based first quarter 2009 volume
is not necessarily indicative of the impact on subsequent quarters or years. In
the fourth quarter of 2008, we entered into a fuel derivative agreement for the
majority of our projected fuel consumption for the year ending December 31,
2009, to protect us against increases in the cost of Gulf Coast jet fuel above
$2.35 per gallon for wholesale purchases.
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 March 31, 2009, pursuant to Rule 13a-15(b) under the Exchange Act. Based on
that evaluation, the Certifying Officers have concluded that, as of March 31,
2009, our 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. PART
II: OTHER INFORMATION
Not
Applicable.
There
have been no material changes in our risk factors from those disclosed in our
annual report on Form 10-K for the year ended December 31, 2008.
The
following table presents our purchases of our common stock during the quarter
ended March 31, 2009:
(1)
Consists of restricted shares delivered back to us by an employee to satisfy tax
withholding obligations that arise upon the vesting of restricted stock.
Pursuant to our 2006 Equity Compensation Plan, employees are required to tender
back to the Company the number of shares from the award sufficient to satisfy
the person’s minimum tax withholding obligations that arise upon the vesting of
the restricted stock. We then satisfy the tax withholding obligation on behalf
of the employee. The taxes for the transaction set forth above were remitted in
April 2009 in accordance with our regular payroll tax filing
schedule.
Not
Applicable.
Not
Applicable.
Not
Applicable.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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