SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
AIR METHODS CORPORATION 401(K) AND RETIREMENT SAVINGS PLAN
(Full title of plan)
AIR METHODS CORPORATION
7301 SOUTH PEORIA ST., ENGLEWOOD, COLORADO 80112
(Name of issuer of the securities held pursuant to the plan and the address of
its principal executive offices)
<PAGE>
REQUIRED INFORMATION
The financial statements and schedule of the Air Methods Corporation 401(k) and
Retirement Savings Plan for the year ended December 31, 1999 prepared in
accordance with the financial reporting requirement of ERISA along with the
independent auditors' report thereon, is provided beginning on page 1 attached
hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
administrator has duly caused this annual report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AIR METHODS CORPORATION 401(K) AND RETIREMENT SAVINGS PLAN
(Name of Plan)
Dated: June 28, 2000 By: /s/ Kathleen Ann Joyce
---------------------------
Kathleen Ann Joyce
Employee Benefits Manager
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AIR METHODS CORPORATION
401(K) AND RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for Participant Benefits -
December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Participant Benefits -
Years ended December 31, 1999 and 1998 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULE
Schedule of Assets Held for Investment Purposes -
December 31, 1999 9
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INDEPENDENT AUDITORS' REPORT
The Board of Directors
Air Methods Corporation:
We have audited the accompanying statements of net assets available for
participant benefits of the Air Methods Corporation 401(k) and Retirement
Savings Plan (the Plan) as of December 31, 1999 and 1998, and the related
statements of changes in net assets available for participant benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 financial statements referred to above present fairly, in
all material respects, the net assets available for participant benefits of the
Air Methods Corporation 401(k) and Retirement Savings Plan as of December 31,
1999 and 1998, and the changes in those net assets for the years then ended in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
KPMG LLP
Denver, Colorado
June 16, 2000
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<TABLE>
<CAPTION>
AIR METHODS CORPORATION
401(K) AND RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Participant Benefits
December 31, 1999 and 1998
1999 1998
------------ ---------
<S> <C> <C>
Assets:
Investments, at fair value (note 3):
Pooled funds $ 12,583,208 8,928,561
Air Methods Corporation common stock 199,915 11,976
Loans to participants 521,093 465,466
------------ ---------
Net assets available for participant benefits $ 13,304,216 9,406,003
============ =========
</TABLE>
See accompanying notes to financial statements.
2
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<TABLE>
<CAPTION>
AIR METHODS CORPORATION
401(K) AND RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Participant Benefits
Years ended December 31, 1999 and 1998
1999 1998
------------- ----------
<S> <C> <C>
Contributions:
Employer $ 399,190 248,746
Participants 1,224,499 983,354
Transfer from affiliated plan -- 754,547
------------- ----------
1,623,689 1,986,647
------------- ----------
Investment income:
Net realized and unrealized appreciation of investments
(note 3) 2,688,119 1,515,426
Interest 47,676 48,383
------------- ----------
Net investment income 2,735,795 1,563,809
------------- ----------
Total additions 4,359,484 3,550,456
Deductions from net assets attributed to
distributions to participants, net of administrative
expenses and other (461,271) (385,183)
------------- ----------
Net increase in net assets available for participant
benefits 3,898,213 3,165,273
Net assets available for participant benefits:
Beginning of year 9,406,003 6,240,730
------------- ----------
End of year $ 13,304,216 9,406,003
============= ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
AIR METHODS CORPORATION
401(K) AND RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF FINANCIAL STATEMENT PRESENTATION
The Air Methods Corporation 401(k) and Retirement Savings Plan (the
Plan) is a defined contribution plan sponsored by Air Methods
Corporation (the Employer).
The accompanying financial statements have been prepared on the
accrual basis of accounting and present the net assets available for
participant benefits and the changes in those net assets.
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator 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
increases and decreases to plan assets during the reporting period.
Actual results could differ from those estimates.
(b) INVESTMENTS
The Plan's investments are managed by Great-West Life & Annuity
Insurance Company, the trustee of the Plan. Investments in equity and
fixed income pooled funds are stated at fair values based upon quoted
market prices of securities underlying the pooled funds. The common
stock of the Employer, which was added as an investment option on
February 1, 1997, is stated at fair value based upon quoted market
price. Short Term and Guaranteed Certificate Funds are stated at cost
which approximates market. Changes in market values after the plan
year-end are not reflected in the accompanying financial statements.
Investment transactions are recorded on the date of purchase or sale
(trade date). Gains and losses on sales of investments are determined
using the average cost method.
(c) LOANS TO PARTICIPANTS
Loans to plan participants are recorded at the amounts borrowed plus
accrued interest less principal balances repaid. The loans bear
interest at the prime rate plus 2% and have maximum terms of five
years, except for loans for primary residences, which may have a term
of up to fifteen years. The interest rates on loans outstanding range
from 8.75% to 11.0% at December 31, 1999.
(2) PLAN DESCRIPTION
The following summary of the Plan provides general information only.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
(Continued)
4
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AIR METHODS CORPORATION
401(K) AND RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(a) GENERAL
The Plan was established effective January 1, 1989 by the Employer for
the benefit of its employees and to qualify under Section 401(k) of
the Internal Revenue Code. The Employer contracts with the trustee and
custodian for the investing, safekeeping and accounting for the Plan's
assets and valuation of the individual participant's accounts.
Effective August 1, 1998, the net assets of a defined contribution
plan sponsored by the Employer's subsidiary totaling $754,547 were
transferred into the Plan.
Employees who have completed six months of service and are over the
age of 18 are eligible to participate in the Plan through June 1999.
Effective July 1, 1999, employees are no longer required to have
completed six months of service to be eligible to participate in the
Plan.
Although the Employer has not expressed any intent to terminate the
Plan, it may do so at any time. Each participant is assessed an annual
administrative fee, which varies based upon the number of participants
and rates negotiated by the Employer.
(b) CONTRIBUTIONS
The Employer will make a contribution equal to 50% of the first 5% of
compensation (the employer matching contribution) contributed by the
employee. Effective July 1, 1999, the Employer began making an
additional discretionary contribution equal to 1% of compensation (the
employer profit sharing contribution), if the participant is employed
on the last day of the quarter. This additional discretionary employer
profit sharing contribution was made for the third and fourth quarters
of fiscal year 1999.
Participants may annually contribute from 1% to 18% of their annual
compensation, up to 15% of their compensation prior to October 1,
1998. The contributions are invested at the direction of the
participant in a variety of investment options, as described in note
3. Maximum contributions by participants are limited as a result of
the provisions of the Tax Reform Act of 1986 ($10,000 in 1999 and
1998). Included in participants' contributions are rollovers from
other qualified plans of $33,634 and $57,301 in 1999 and 1998,
respectively.
(c) DISTRIBUTIONS
Withdrawals from the Plan may be made by a participant or beneficiary
upon death, disability, retirement, financial hardship or termination
of employment. Distributions are either in a lump sum cash payment or
through a ten-year certain life annuity.
Benefits are recorded when paid. For financial statement reporting
purposes, benefits payable are not accrued but are considered as part
of net assets available for participant benefits. There were no
benefits payable to participants who had withdrawn from participation
in the Plan as of December 31, 1999 or 1998.
(Continued)
5
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AIR METHODS CORPORATION
401(K) AND RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(d) VESTING
Participant contributions and the earnings thereon are fully vested at
all times. Vesting of employer contributions and the earnings thereon
is based on years of continuous services, as follows:
NONFORFEITABLE
YEARS OF VESTED
SERVICE PERCENTAGE
------- --------------
1 33.33%
2 66.67%
3 100.00%
Forfeitures amounts are used to reduce future employer contributions
and totaled $1,574 and $681 for the years ended December 31, 1999 and
1998, respectively.
(3) INVESTMENTS
The Plan's various investments consist of pooled funds managed by the
trustee and are described as follows:
AGGRESSIVE GROWTH FUNDS - mutual funds consisting primarily of common
stocks.
GROWTH FUNDS - mutual funds consisting primarily of common stocks with
a record of paying dividends, and which are widely recognized Standard
& Poor's 500 and Standard & Poor's Mid-Cap issues or are of firms that
have had significant earnings growth over the past 10 years.
GROWTH & INCOME FUNDS - mutual funds consisting primarily of common
stocks of well known companies with histories of stable and improving
revenue and earnings, and fixed income and money market securities.
BOND FUNDS - mutual funds consisting of government agency
mortgage-related securities and investment grade corporate debt
securities and debt securities of the U.S. government or its agencies.
INTERNATIONAL FUNDS - mutual funds consisting primarily of common
stocks from around the world.
SHORT TERM FUND - mutual fund consisting of short term money market
securities.
GUARANTEED CERTIFICATE FUND - fund similar to a certificate of deposit
where funds deposited earn a guaranteed rate of return paid by the
trustee.
EMPLOYER STOCK - common stock of Air Methods Corporation.
(Continued)
6
<PAGE>
AIR METHODS CORPORATION
401(K) AND RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
The Plan's investments were as follows at December 31:
<TABLE>
<CAPTION>
FAIR VALUE
----------------------------
1999 1998
----------- ---------
<S> <C> <C>
Pooled funds:
Aggressive Growth Funds $ 5,603,965 * 3,661,556 *
Growth Funds 2,602,895 * 2,164,195 *
Growth and Income Funds 2,352,574 * 1,532,999 *
Bond Funds 566,046 501,065 *
International Funds 700,282 * 427,941
Short Term Fund 483,647 380,896
Guaranteed Certificate Fund 273,799 259,909
Air Methods Corporation Common stock 199,915 11,976
------------ ----------
$12,783,123 8,940,537
============ ==========
<FN>
* Represents investments that are 5% or more of the Plan's net assets.
</TABLE>
Net appreciation (depreciation) in fair value for the years ended
December 31, including realized gains and losses, was as follows:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Pooled funds:
Aggressive Growth Funds $1,522,062 751,621
Growth Funds 522,314 411,259
Growth & Income Funds 359,331 247,544
Bond Funds 3,557 25,710
International Funds 193,921 67,068
Short Term Fund 16,336 14,229
Air Methods Corporation Common stock 70,598 (2,005)
---------- ----------
$2,688,119 1,515,426
========== ==========
</TABLE>
(4) FEDERAL INCOME TAXES
The Plan has received a determination letter from the Internal Revenue
Service stating that the Plan constitutes a qualified plan under
Section 401(k) of the Internal Revenue Code (IRC) and is, therefore,
exempt from Federal income taxes under provisions of Section 501(a) of
the IRC. Once qualified, the Plan is required to operate in conformity
with the IRC to maintain its qualification. The Plan administrator is
not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status.
Except for participant after-tax contributions, participants are not
subject to income taxes on contributions or other accumulations in
their account until a distribution is made from the Plan.
(Continued)
7
<PAGE>
AIR METHODS CORPORATION
401(K) AND RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(5) FINANCIAL REPORTING
In September 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for
certain investments and is effective for plan years ending after
December 15, 1999 with earlier application encouraged. The Plan
adopted SOP 99-3 during the Plan year ending December 31, 1999.
Accordingly, information previously required to be disclosed about
participant-directed fund investment programs are not presented in the
Plan's 1999 financial statements. The Plan's 1998 financial statements
have been reclassified to conform with the current year's
presentation.
8
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<TABLE>
<CAPTION>
AIR METHODS CORPORATION
401(K) AND RETIREMENT SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1999
NUMBER OF
IDENTITY OF ISSUER, BORROWER, LESSOR OR SIMILAR PARTY UNITS, SHARES FAIR VALUE
-------------------------------------------------------------- ------------------------- -----------
<S> <C> <C>
Great West Life & Annuity Insurance Company Pooled Funds:
Aggressive Growth Funds:
American Century Ultra 208,989 $ 3,496,332
Maxim Growth Index 19,609 301,866
AIM Constellation 74,871 1,158,583
Orchard Index 600 4,961 50,544
Lord Abbett Developing Growth 4,242 57,463
Profile Series I 41,549 539,177
-----------
5,603,965
-----------
Growth Funds:
Orchard Index 500 44,178 604,229
AIM Weingarten 82,672 1,331,579
Maxim T. Rowe Price Mid-Cap Growth 1,609 21,968
Maxim Ariel Small-Cap Value 2,799 26,824
Maxim Loomis Sayles Small-Cap Value 4,502 40,944
Profile Series II 49,302 577,351
-----------
2,602,895
-----------
Growth & Income Funds:
AIM Charter 70,337 1,086,987
Maxim Founder's Growth and Income 12,718 157,858
Fidelity Advisor Equity Income 5,782 64,526
Fidelity Advisor Growth Opportunities 33,371 402,294
Putnam Fund for Growth and Income 17,595 190,623
Maxim Value Index 14,909 172,924
Profile Series III 25,718 269,239
Profile Series IV 506 5,464
Profile Series V 255 2,659
-----------
2,352,574
-----------
Bond Funds:
Maxim Bond Index 11,440 120,244
Maxim Loomis Sayles Corporate Bond 4,829 50,640
Maxim US Government Mortgage Securities 30,509 322,597
Maxim Global Bond 2,087 20,408
Maxim Short-Term Maturity 4,835 52,157
-----------
566,046
-----------
International Funds:
Maxim Index European 8,688 108,600
Fidelity Advisor Overseas 1,689 22,854
Maxim Invesco APR 1,377 16,264
Maxim Index Pacific 8,136 142,649
Putnam Global Growth 22,474 409,915
-----------
700,282
-----------
Maxim Money Market Fund 42,148 463,063
Short Term Fund I 20,584
Guaranteed Certificate Funds 273,799
-----------
Total pooled funds 12,583,208
Air Methods Corporation Common Stock 63,972 199,915
Participant loans (interest rates ranging from 8.75% to 11%) 521,093
-----------
$13,304,216
===========
</TABLE>
See accompanying independent auditors' report.
9
<PAGE>
