Air Methods Corporation (Nasdaq:AIRM) (“Air Methods” or the
“Company”) today confirmed that it has received notice from Voce
Capital Management, LLC of its intent to nominate two director
candidates to stand for election to the Air Methods Board of
Directors and has submitted a proposal for consideration at the
Company’s 2016 Annual Meeting of Shareholders.
The Company issued the following statement:
The Air Methods Board of Directors is highly
independent and deeply engaged with management to ensure its
strategic plan is fully aligned with the best interest of all
shareholders. Ten of our 11 directors are independent, including
our newest director, demonstrating our commitment to objective and
independent oversight and shareholder-friendly governance.
The Board and management regularly evaluate a
broad range of strategies to maximize long-term value for our
shareholders. The Company will provide an update on the Board’s
ongoing strategic review with external advisors on its February 25,
2016 earnings conference call.
Currently, Air Methods is successfully executing
on a series of strategic initiatives to further optimize the
business, drive sustainable growth and position the Company for
long-term success, including:
- Driving organic revenue growth in both the air medical
services and tourism businesses. By building long-term
relationships with hospitals, capitalizing on positive secular
trends and leveraging our broad geographic footprint, Air Methods
is poised for organic revenue growth in our air medical services
business, and by continuing to expand our fleet, we are driving
growth in our tourism business. Integral in this initiative is
adding new bases as well as base conversions. In 2015 we added 20
net new bases, including 12 Greenfields, and 13 hospital base
conversions, offset by five closures. For our tourism business, we
have driven organic growth through the expansion of our
fleet.
- Deploying $288 million over the past 12 months to
pursue accretive, growth-enhancing acquisitions and conversions,
including Tri-State Care Flight, San Antonio AirLife and Bayfront
Health. These transactions, among others, have been or are
expected to be immediately accretive to earnings, and demonstrate
our ability to use our strong capital position to create
substantial value for shareholders while maintaining low leverage
and avoiding dilution. For example, the Tri-State acquisition is
expected to be immediately accretive to earnings per share by
greater than $0.20 in the first year and greater than $0.30 in year
two.
- Accelerating fleet rejuvenation activities to equip Air
Methods with one of the youngest fleets in the industry.
Our recent fleet rejuvenation efforts have allowed us to deploy
capital more efficiently, significantly lowering our cash tax rates
and reducing the need for future capital expenditures.
Execution on these and other initiatives has led
to continued strong growth in revenue, EPS and EBITDA from
continuing operations (7.6%, 10.7% and 10.1%, respectively, for the
nine-month period ended September 30, 2015), despite severe weather
headwinds in the first half of 2015. Our performance has delivered
significant returns to shareholders, with total shareholder return
of 128% over the past five years, compared to 41% and 44% for the
Russell 3000 and S&P 500, respectively. Air Methods has also
significantly outperformed the S&P Health Care Services Select
Industry Index over the past six months, with the Company declining
4% and the index declining 24% over that period.
Just as execution is critical for Air Methods,
so is accountability to our shareholders. We have always been
committed to delivering superior returns, as demonstrated by the
$7.00 per share (pre-split) special dividend the Company paid to
shareholders in December 2012. We value input from our shareholders
in recognizing this goal, and recently have taken further action to
return capital to shareholders based on these discussions. In the
fourth quarter of 2015 and the first quarter of 2016, Air Methods
has repurchased approximately $26 million of shares, leaving
approximately $174 million remaining under its repurchase
program.
As indicated previously, the Air Methods Board
consists of 11 highly qualified directors, 10 of whom are
independent, with four having joined within the last four years.
The composition of the Board has a balance of both institutional
knowledge and fresh perspectives, enabling it to work effectively
and collaboratively with management. Air Methods Directors provide
highly relevant expertise to our businesses, with experience in the
aviation and healthcare industries, including hospitals and
surgical centers, complemented by executive-level operations and
management experience at both private and public companies. Each
Director has differentiated and complementary skill sets that
contribute to the overall effectiveness and productivity of the
Board. Consistent with this high standard, Air Methods
announced changes to the composition of the Board on February 12,
2016, including the appointment of Major General Jessica Wright,
USA (Ret.) and the upcoming retirement of George W. Belsey and
Major General Carl H. McNair, USA (Ret.) two longstanding
Directors, at the 2016 Annual Meeting. General Wright’s strong
leadership and safety background and expertise in aviation,
regulated industries, logistics, and government affairs at the
state and federal level will make her a valuable addition to the
Board. As an Undersecretary of Defense, she served as the senior
policy advisor to the Secretary of Defense on all matters relating
to recruitment, retention, pay and healthcare and benefits for the
uniformed members and civilians of the department. In
addition, she had supervisory responsibility for 32,000 personnel,
the execution of an annual budget of $43.6 billion, overall
responsibility for the world-wide Defense Health Programs which
included 54 Hospitals, 350 Clinics, 280 Dental Clinics and TRICARE
management and its 9.6 million beneficiaries.
Our record demonstrates that the Board is
receptive to shareholder input and takes its fiduciary duties
seriously. Together with management, the Board is committed to
creating long-term value at Air Methods and is focused, as it
always has been, on doing what is in the best interest of all
shareholders. We look forward to a continued, constructive dialogue
with our shareholders.
The Air Methods Board will present its formal
recommendation regarding director nominations in the Company’s
definitive proxy statement to be filed with the Securities and
Exchange Commission. The Company has not yet scheduled its 2016
Annual Meeting of Shareholders.
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
This press release contains forward-looking
statements based on certain assumptions and contingencies that
involve risks and uncertainties. The forward-looking statements are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and relate to the
Company's performance on a going-forward basis. The forward-looking
statements in this press release involve risks and uncertainties
which could cause actual results, performance or trends, to differ
materially from those expressed in the forward-looking statements
herein or in previous disclosures. The Company believes that all
forward-looking statements made by it have a reasonable basis, but
there can be no assurance that management's expectations, beliefs
or projections as expressed in the forward-looking statements will
actually occur or prove to be correct. In addition to general
industry and economic conditions, factors that could cause actual
results to differ materially from those discussed in the
forward-looking statements in this press release include, but are
not limited to: failure to execute on integration plans for various
acquisitions causing financial assumptions and expected accretion
targets to differ from those previously disclosed; the Company’s
ability to devise and execute strategies to respond to market
conditions; the size, structure and growth of the Company's air
medical services, United Rotorcraft Division and Tourism Division;
the collection rates for patient transports; changes in payer mix;
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 and the FAA
Reauthorization Bill; 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.
Additional Information and Where to Find
It
Air Methods intends to file a proxy statement
with the U.S. Securities and Exchange Commission (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.
Air Methods, its directors and certain of its
executive officers and employees may be deemed to be participants
in the solicitation of proxies from Air Methods’ stockholders in
connection with the 2016 Annual Meeting. Additional
information regarding the identity of these potential participants
and their direct or indirect interests, by security holdings or
otherwise, will be set forth in the 2016 Proxy Statement and other
materials to be filed with the SEC in connection with the 2016
Annual Meeting. Such information can also be found in Air Methods’
Annual Report on Form 10-K for the fiscal year ended December 31,
2014, filed with the SEC on February 27, 2015 and in Air Methods’
definitive proxy statement for the 2015 Annual Meeting, filed with
the SEC on April 22, 2015. To the extent holdings of Air Methods’
securities have changed since the amounts shown in the definitive
proxy statement for the 2015 Annual Meeting, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC.
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.
CONTACTS: Christina Brodsly,
Director, Corporate Communications (303) 256-4122 or
christina.brodsly@airmethods.com. Please contact Christina to be
included on the company’s e-mail distribution list.
Contacts:
Investor Relations
Air Methods
Trent J. Carman
Chief Financial Officer
(303) 792-7591
Media
Joele Frank, Wilkinson Brimmer Katcher
James Golden or Andrew Squire
(212) 355-4449
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