DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 25, 2016

AIR METHODS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Commission file number 0-16079

Delaware	84-0915893
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
7301 South Peoria, Englewood, Colorado	80112
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code (303) 792-7400

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A

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

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

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

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

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

SECTION 2

ITEM 2.02. Results of Operations and Financial Condition

On February 25, 2016, Air Methods Corporation (the “Company") announced financial results for the quarter and year ended December 31, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The information contained in this report, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall information be deemed incorporated by reference in any registration statement, proxy statement, or other report filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, unless the Company specifically incorporates that information into those documents by reference. The Company also posted an updated investor presentation on its website (www.airmethods.com) and has attached the presentation to this Current Report as Exhibit 99.2.

ITEM 7.01. Regulation FD Disclosure

The Company posted an updated investor presentation on its website (www.airmethods.com) and has attached the presentation to this Current Report as Exhibit 99.2.

ITEM 8.01. Other Events

On February 25, 2016, Air Methods Corporation (the “Company") announced financial results for the quarter and year ended December 31, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) The following exhibit is filed as part of this report:

99.1 Press Release dated February 25, 2016

99.2 Investor Presentation, 4^th quarter 2015

SIGNATURES

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

	AIR METHODS CORPORATION
Date: February 25, 2016	By	\s\ Trent J. Carman
		Chief Financial Officer

1

EX-99.1

EXHIBIT 99.1

Air Methods Reports Fourth Quarter and 2015 Full Year Results

Revenue Increases 9.3% Year-Over-Year

DENVER, Feb. 25, 2016 (GLOBE NEWSWIRE) -- Air Methods Corporation (Nasdaq:AIRM), the global leader in air medical transportation, today reported financial results for the quarter and year ended December 31, 2015.

	Q4-2015		Q4-2014		YOY Change (%)			12-Months Ending 12/31/15		12-Months Ending 12/31/14		YOY Change (%)
Revenue	$272.4 million		$249.2 Million			9.3	%	$1,085.7 million		$1,004.8 million			8.1	%
Diluted EPS from Continuing Operations	$	0.57	$	0.59		-3.4	%	$	2.74	$	2.56		7.0	%

Aaron Todd, CEO of Air Methods, stated, “We are pleased with our fourth quarter results given the severe weather experienced in the quarter and $4.6 million in costs that were higher than normal. Same-base transports declined by 223 in the quarter, while same-base weather cancellations increased by 852. The impact to revenue of the same-base transport decline was approximately $2.8 million. Adjusting for this and the aforementioned costs, we estimate both revenue and earnings growth would have exceeded 10% in the quarter. Demand for both our air medical services and our tourism business remains strong, our pipeline of potential hospital base conversions is full, and we have a solid balance sheet that can be used either for additional acquisitions and/or to repurchase shares as we did in December and January.”

Fourth quarter 2015 results include a $1.8 million loss related to workers compensation claims from accidents in 2015, $1.0 million in acquisition-related costs, $1.0 million in severance, a $0.4 million loss related to the disposition of assets, and $0.4 million in other non-operational costs. This compares to a loss of $0.7 million from similar costs in the prior-year quarter. All losses are pre-tax.

Basic and diluted earnings per share from continuing operations for the twelve months ended December 31, 2015 were decreased by $0.02 for an adjustment to the value of equity put options related to both of our redeemable non-controlling interests in consolidated subsidiaries. While net income on the consolidated statement of comprehensive income was not decreased for the valuation adjustment, earnings per share are required to be calculated after decreasing net income for the change in valuation. For the prior year twelve-month period, basic and diluted earnings per share increased by $0.05 for the same type of adjustment.

Fourth Quarter Performance by Segment

For the fourth quarter, Air Medical Services (AMS) revenue increased by 7.6% to $236.0 million compared to $219.4 million in the prior-year quarter, while its segment net income decreased 2.2% to $49.9 million compared to $51.1 million for the fourth quarter of 2014.  Community-based patient transports were 15,817 during the current-year quarter compared to 14,209 in the prior-year quarter, an 11.3% increase. Patients transported for community bases in operation greater than one year (Same-Base Transports) decreased 1.6%, or 223 transports, while weather cancellations for these same bases increased by 852 transports compared to the prior-year period. Same-base requests for community-based service increased 3.8%. Net revenue per patient transport increased 2.2% from $12,238 to $12,508 in the current-year quarter. AMS maintenance expense was 16.0% higher in the current-year quarter compared to the prior-year quarter, while total flight volume increased 3.2%. AMS fuel expense decreased $0.6 million compared to the prior-year quarter, while fuel expense per flight hour decreased 19.6%.

Tourism revenues increased 9.8% to $28.9 million in the current-year quarter compared to $26.3 million in the prior-year quarter.  Tourism segment net income was $0.3 million compared to a net loss of $0.4 million in the prior-year quarter. Total passengers increased 10.2% to 104,751 during the current-year quarter compared to 95,064 in the prior-year quarter. Tourism maintenance expense increased $1.2 million or 19.9% in the current-year quarter compared to the prior-year quarter, while total flight volume increased 8.0%. Tourism fuel expense per flight hour decreased 23.8%.

United Rotorcraft’s external revenue increased 119.7% to $7.4 million compared to $3.4 million in the prior-year quarter. Its segment external earnings improved from a loss of $2.7 million in the year-ago period to a loss of $0.1 million in the current-year quarter.

Tri-State Care Flight

As previously announced, the company completed the acquisition of Tri-State Care Flight (“Tri-State”) on January 19^th. Tri-State generated net revenue of approximately $81.0 million for the fiscal year ended Dec. 31, 2015. The transaction is expected to be immediately accretive to Air Methods’ earnings per share by more than $0.20 in the first year and more than $0.30 in the second year.

Share Repurchase Program

In the fourth quarter 2015 and the first quarter 2016, the company has repurchased 640,010 shares for $25.9 million, leaving $174.1 million remaining on the authorized repurchase program.

1Q16 Update

The Company also provided an update on preliminary January and February 2016 flight volume. Total community-based transports increased 14.6% to 5,216 during January 2016 compared to 4,550 in January 2015.  January 2016 same-base transports were virtually flat on a weather-adjusted basis. Flight volume in February is on pace to increase approximately 27.0%.

Before considering the impact of Tri-State, preliminary net revenue per patient transport in January 2016 decreased 15.0% to $10,841 from $12,754 in January 2015. In the first quarter of 2015, net revenue per patient transport ranged from $10,055 to $12,754 and averaged $11,651.

Fourth Quarter 2015 Conference Call

The Company will discuss these results in a conference call scheduled today at 4:30 p.m. Eastern. Interested parties can access the call by dialing (855) 601-0049 (domestic) or (720) 398-0100 (international) or by accessing the web cast at www.airmethods.com. A replay of the call will be available at (855) 859-2056 (domestic) or (404) 537-3406 (international), access number 40033031, for 3 days following the call and the web cast can be accessed at www.airmethods.com for 30 days. Concurrently, the Company will post a financial supplement that contains final operating statistics on its website, www.airmethods.com.

Air Methods Corporation (www.airmethods.com) is the global leader in air medical transportation. The Air Medical Services Division is the largest provider of air medical transport services in the United States. The United Rotorcraft Division specializes in the design and manufacture of aeromedical and aerospace technology. The Tourism Division is comprised of Sundance Helicopters, Inc. and Blue Hawaiian Helicopters, which provide helicopter tours and charter flights in the Las Vegas/Grand Canyon region and Hawaii, respectively. Air Methods’ fleet of owned, leased or maintained aircraft features approximately 500 helicopters and fixed wing aircraft.

Forward Looking Statements: Forward-looking statements in this news release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements in this press release that are “forward-looking statements”, including statements we make with regard to the demand for the Company’s air medical services and tourism, the Tri-State acquisition being immediately accretive to the Company’s earnings per share, the Company’s January and February 2016 operational and financial results, including those related to (i) total community-based patient transports, (ii) same-base transports, (iii) weather cancellations,  and (iv) net revenue per patient transport, and statements regarding hospital-based conversions, future acquisitions, and share repurchases, are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors, including but not limited to, the Company’s completion of its final quarter-end closing and review procedures, the size, structure and growth of the Company's air medical services, United Rotorcraft Division and Tourism Division; the collection rates for patient transports; the continuation and/or renewal of air medical service contracts; weather conditions across the U.S.; development and changes in laws and regulations, including, without limitation, the impact of the Patient Protection and Affordable Care Act; increased regulation of the health care and aviation industry through legislative action and revised rules and standards; and other matters set forth in the Company's filings with the SEC. The Company is under no obligation (and expressly disclaims any obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. 

Important Additional Information and Where to Find It 

Air Methods intends to file a proxy statement with the SEC in connection with the solicitation of proxies for the 2016 Annual Meeting (the “2016 Proxy Statement”).  AIR METHODS STOCKHOLDERS ARE URGED TO READ THE 2016 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS THAT AIR METHODS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The participants in the solicitation of proxies from Air Methods’ stockholders in connection with the 2016 Annual Meeting may include the directors and director nominees of Air Methods: George W. Belsey, Ralph J. Bernstein, Mark D. Carleton, John J. Connolly, Jeffrey A. Dorsey, Claire M. Gulmi, C. David Kikumoto, Carl H. McNair, Jr., Morad Tahbaz, Aaron D. Todd and Jessica Garfola Wright.  In addition, the following persons may be participating in such solicitation: Michael D. Allen (President, Domestic Air Medical Services), Trent J. Carman (Chief Financial Officer), David M. Doerr (EVP, Business Development) and Crystal L. Gordon (General Counsel, Secretary, and Senior Vice President).

As of the date of this press release, the participants may be deemed to beneficially own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the number of shares of common stock, par value $0.06 per share, of Air Methods following their name: George W. Belsey: 77,092, Ralph J. Bernstein: 2,752,565, Mark D. Carleton: 30,343, John J. Connolly: 22,023, Jeffrey A. Dorsey: 22,023, Claire M. Gulmi: 4,506, C. David Kikumoto: 87,437, Carl H. McNair, Jr.: 181,210, Morad Tahbaz: 56,172, Aaron D. Todd: 94,677, Jessica Garfola Wright: 0, Michael D. Allen: 35,808, Trent J. Carman: 79,360, David M. Doerr: 30,457, and Crystal L. Gordon: 17,434.

Shareholders will be able to obtain, free of charge, copies of the 2016 Proxy Statement and any other documents filed by Air Methods with the SEC in connection with the 2016 Annual Meeting at the SEC’s website (www.sec.gov), at Air Methods’ website (www.airmethods.com) or by writing to Air Methods’ Corporate Secretary at Air Methods, 7211 South Peoria Street, Englewood, Colorado 80112, or by calling Air Methods’ Corporate Secretary at (303) 792-7400.

Please contact Christina Brodsly at (303) 256-4122 to be included on the Company’s e-mail distribution list.

AIR METHODS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(unaudited)
		December 31, 2015		December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	5,808	$	13,165
Trade receivables, net		376,300		293,985
Other current assets		91,251		92,691
Total current assets		473,359		399,841
Net property and equipment		799,656		721,981
Other assets, net		284,266		239,483
Total assets	$	1,557,281	$	1,361,305
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable related to aircraft pending long-term financing	$	2,955	$	11,442
Current portion of indebtedness		59,498		69,781
Accounts payable, accrued expenses and other		87,211		77,617
Total current liabilities		149,664		158,840
Long-term indebtedness		639,994		563,373
Other non-current liabilities		185,198		160,202
Total liabilities		974,856		882,415
Redeemable non-controlling interests		8,550		6,981
Total stockholders' equity		573,875		471,909
Total liabilities and stockholders' equity	$	1,557,281	$	1,361,305

AIR METHODS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands, except share and per share amounts)
(unaudited)
		Quarter Ended					Year Ended
		December 31,					December 31,
			2015		2014			2015		2014
Revenue:
Patient transport revenue, net	$		198,207		174,343			765,125		676,213
Air medical services contract revenue			34,158		41,915			153,901		176,744
Tourism revenue			28,918		26,327			127,795		116,036
Product operations			7,513		3,383			24,479		24,844
Dispatch and billing service revenue			3,647		3,182			14,386		10,936
Total revenue			272,443		249,150			1,085,686		1,004,773
Expenses:
Operating expenses			170,422		151,098			656,085		603,251
General and administrative			37,693		34,743			146,391		137,477
Depreciation and amortization			21,272		20,100			83,354		80,567
			229,387		205,941			885,830		821,295
Operating income			43,056		43,209			199,856		183,478
Interest expense			(6,954	)	(5,311	)		(21,995	)	(21,750	)
Other, net			786		522			2,056		1,110
Income from continuing operations before income taxes			36,888		38,420			179,917		162,838
Income tax expense			(14,370	)	(14,792	)		(70,234	)	(63,460	)
Income from continuing operations			22,518		23,628			109,683		99,378
Loss on discontinued operations, net of income taxes			(20	)	(1,974	)		(398	)	(3,908	)
Net income			22,498		21,654			109,285		95,470
Income (loss) attributable to redeemable non-controlling interests			(44	)	179			640		599
Net income attributable to Air Methods Corporation and subsidiaries	$		22,542		21,475			108,645		94,871
Income per common share:
Basic
Continuing operations	$		0.57		0.60			2.75		2.57
Discontinued operations			-		(0.05	)		(0.01	)	(0.10	)
Diluted
Continuing operations	$		0.57		0.59			2.74		2.56
Discontinued operations			-		(0.05	)		(0.01	)	(0.10	)
Weighted average common shares outstanding:
Basic			39,262,268		39,211,958			39,272,585		39,163,080
Diluted			39,418,254		39,367,533			39,420,963		39,348,291

AIR METHODS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(unaudited)
				Year Ended
				December 31,
					2015		2014
Cash flows from operating activities:
	Net income		$		109,285		95,470
	Loss from discontinued oeprations, net of income taxes				398		3,908
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			83,354		80,567
		Deferred income tax expense			29,266		45,051
		Stock-based compensation			7,458		4,134
		Tax benefit from exercise of stock options			(312	)	(1,951	)
		Loss on disposition of assets			3,291		455
		Unrealized loss on derivative instrument			369		70
		Loss from equity method investee			1,082		624
		Changes in assets and liabilities, net of effects of acquisitions			(63,101	)	(51,027	)
		Net cash provided by continuing operating activities			171,090		177,301
		Net cash used by discontinued operating activities			(92	)	(1,672	)
		Net cash provided by operating activities			170,998		175,629
Cash flows from investing activities:
	Acquisition of subsidiaries				-		(3,182	)
	Acquisition of property and equipment				(148,999	)	(119,753	)
	Acquisition of hospital programs				(64,654	)	-
	Buy-out of previously leased aircraft				(17,747	)	(28,751	)
	Proceeds from disposition of equipment				9,664		19,001
	Decrease (increase) in other assets				(5,471	)	1,316
		Net cash used by continuing investing activities			(227,207	)	(131,369	)
		Net cash provided (used) by discontinued investing activities			25		97
		Net cash used by investing activities			(227,182	)	(131,272	)
Cash flows from financing activities:
	Proceeds from issuance of common stock, net				610		1,422
	Tax benefit from exercise of stock options				312		1,951
	Payments for purchases of common stock				(13,457	)	-
	Net borrowings (payments) under line of credit				-		(12,000	)
	Payments for financing costs				(4,622	)	(126	)
	Proceeds from long-term debt				151,701		89,911
	Payment of long-term debt, notes payable, and capital lease obligations				(85,717	)	(122,310	)
	Proceeds from non-controlling interests				-		98
		Net cash provided (used) by continuing financing activities			48,827		(41,054	)
		Net cash provided (used) by discontinued financing activities			-		-
		Net cash provided (used) by financing activities			48,827		(41,054	)
Increase (decrease) in cash and cash equivalents					(7,357	)	3,303
Cash and cash equivalents at beginning of period					13,165		9,862
Cash and cash equivalents at end of period			$		5,808		13,165

AIR METHODS CORPORATION AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO EBITDA
(Amounts in thousands)
(unaudited)
	Quarter Ended					Year Ended
	December 31,					December 31,
		2015		2014			2015		2014
Net income attributable to Air Methods Corporation and subsidiaries	$	22,542		21,475			108,645		94,871
Loss on discontinued operations, net of income taxes		(20	)	(1,974	)		(398	)	(3,908	)
Net income from continuing operations attributable to Air Methods Corporation and subsidiaries		22,562		23,449			109,043		98,779
Interest expense *		6,954		5,272			21,874		21,604
Income tax expense *		14,370		14,792			70,234		63,460
Depreciation and amortization *		21,272		20,013			83,072		80,225
Loss (gain) on disposition of assets, net *		415		(572	)		3,292		456
EBITDA from continuing operations	$	65,573		62,954			287,515		264,524
* Excludes amounts attributable to redeemable non-controlling interests

CONTACTS: Trent J. Carman, Chief Financial Officer, (303) 792-7591.

EX-99.2

EXHIBIT 99.2