BONANZA AIR LINES 1966 ANNUAL REPORT 3 20 YEAR HIGHLIGHTS AT A GLANCE 1946 System route miles 346 Number of aircraft in service 1 Average number of employees 11 Aircraft miles flown in revenue service Revenue passengers carried Revenue passenger miles flown (000) Total operating revenues (000) *Exact information unavailable 1951 1956 1961 1966 639 1,422 2,153 2,330 4 8 9 15 129 306 510 897 928,371 2,870,214 4,397,396 8,296,040 29,522 127,860 316,040 848,063 7,531 27,641 79,748 218,665 i 996 $ 3,076 $ 9,282 $ 18,012 1946 1959 1966 20 YEAR HIGHLIGHTS 5 Nineteen hundred sixty-six marked Bonanzas 21st year as a company and its 17th year as a federally certified airline. During these years we have en- joyed continued growth as part of a dynamic Indus- try. During the past three years, however, the stage has been set for our most significant growth by the emergence of the short-to-medium range pure jet airliner, a development which has opened the door to enormous service possibilities. Your company, in pursuit of its expressed goal to elimi- nate the need for federal subsidy in its operations, seized upon the short-to-medium range DC-9 fan/ jet as the most effective tool available for the ac- complishment of this purpose. Increased public demand for more and better air transportation over the years, together with our pure jet equipment program, created the need for larger, more adequate maintenance and opera- tions facilities; for extensive personnel training pro- grams; and for additional personnel to accommo- date these increased requirements. These projects, primarily consummated during 1966, were, indeed, a large bite to digest as reflected in the sharp in- crease in operating costs. Yet, it is our firm belief that such costs are directly associated with a great stride forward in this companys present and fu- ture service capability; and, in fact, were necessary to insure our future in the airline industry. It may well be said that our assets, in terms of capability, are at an all time high. With respect to earnings for 1966, increased costs more than off- set increased income obtained from commercial revenues, thus, results were not favorable when compared with prior performance. The 1966 net earnings from operations were $530,703 plus a gain of $331,780 arising from the sale of aircraft, making a total of $862,483 added to retained earn- ings. This result compared to $842,903 of net earnings for 1965, which included a carry-back application of investment tax credit to prior years of approximately $300,000. The non-recurring ex- penses of moving the companys base and integrat- ing fan/jet aircraft were instrumental in depressing the 1966 earnings result. Yet, viewed in light of what has been accomplished, 1966 was a very good year. Your companys flight equipment and route de- velopment programs were further implemented during 1966 in several important respects. First, the Civil Aeronautics Board, in response to the companys request for expedited hearings on var- ious route proposals, set two most important route cases down for hearing. In addition, our effort to acquire authority for service into Mexico is pro- grossing favorably. The award of all, or a substan- tial portion, of the various route proposals now pending, would result in the most significant route strengthening in this companys entire history. Moreover, the Civil Aeronautics Board has under study a proposed policy change with respect to nonstop operating rights for the local service in- dustry. Should this policy be adopted, it could further strengthen our overall operating capability. The support of our employees, stockholders and the traveling public throughout the changing cir- cumstances encountered in 1966 was deeply ap- predated. I firmly believe that 1967 and future years will open new horizons to all of us. 1966 will be viewed as a strong and necessary base for this advancement. Sincerely, i5i. ^ President and Chairman of The Board of Directors PRESIDENTS LETTER 6 The climate has changed,There are a number of new and significant developments moving across the national aviation scene. Several of these will in all likelihood have great impact on the future direction and growth of Bonanza Air Lines. At the root of most of these developments has been the rapidly advancing technology of aviation. The development, adaptation and mastery of the jet aircraft and its selective employment for the benefit of commercial aviation has been a partic- ularly significant achievement. While these great strides forward were being made, there was also developing a growing con- cern in Congress, the Civil Aeronautics Board and the Executive Branch of the government over the continuing and growing need for federal subsidy support of the local airline industry. Out of this concern there gradually grew a resolute government determination to reduce this subsidy burden, and ways and means by which this could be done became the subject of intense study. One fact became clear.- A local service airline route system cannot be dominated by loss (or subsidy requiring) markets and be op- erated on a subsidy-free basis. Thus, access to more profitable markets became a matter of prime focus, as it had been many years before when the trunk airlines were dependent upon the federal government for subsidy and necessary route strengthening. In the light of this new focus, the evolution of the highly efficient jet aircraft became an increasingly more interesting companion piece, particularly when the smaller versions of the new jets came into production, specifically designed to meet the economic de- mands of the shorter-haul, high density traffic markets. Here then, was an opportunity to match aircraft-to-market-to-carrier and emerge with improved public service at a reduction in federal sub- sidy and, overall, a stronger national airline industry. This was indeed a worthwhile national objective. Partly because of its important role in the formation of these developments, and partly because of an acutely developing sense of responsiveness to them, the Civil Aeronautics Board began to move with unmatched speed and determination toward a realiza- tion of the opportunities thus evolving. In a clearly designed effort to reap the fruits of these oppor- tunities and strengthen the local airline industry, the Board com- menced a sweeping series of activities including, among others, the use of a streamlined show-cause procedure, the initiation of route cases through the investigatory technique, the granting of motions for priority hearings, a rule-making proposal for new nonstop authority and a program to confine its proceedings more nearly to the specific purposes for which they were originally intended. Finally, the Board took to the podium, in a sense, to sug- gest somewhat subtly that the individual airline members of the aviation industry might more in- telligently and productively concentrate their at- tention on proceedings which were vital to their economic welfare, rather than opposing virtually all efforts on all fronts to the great detriment of the administrative process and the major public interest objectives of the Board. Moreover, the Board appears to be attempting to discourage each airline from making unwarranted forays into areas of oppor- unity on which another carrier may be more urgently dependent. In all of these matters the Board appears to have the endorse- ment or assent of the aviation leaders in the Congress. Viewing our own pending route projects very carefully in the light of these recent developments, we can reasonably conclude that after the long, lean period of new route development through which Bonanza has passed, there are indeed bright prospects for the near future. The Board has granted Bonanzas motions for priority hearings in most of the important route applications that were filed as a part of the companys subsidy elimination program, and two cases that are vitally important to the company are now underway on an ex- pedited basis. In addition, the company has an excellent oppor- tunity for nonstop authority on its important Phoenix-Los Angeles segment under the Boards proposed nonstop rule-making pro- cedure. Lastly, the companys prospects for important new route authority into Mexico are certainly encouraging. All of these proposals meet the Boards standards and objectives. All will effectively utilize modern and efficient aircraft especially suited to the task. From the companys standpoint the goal is clear; improved public service with the concurrent elimination of the need for federal subsidy. Clearlythe regulatory climate for the achievement of these objec- tives is now most favorable. The company has prepared for this change. It has fought long and hard to help bring it about. We would hope that we have made at least a modest contribution to- ward that end. Such objectives are not without their associated costs but the investment inherent in this program now offers every prospect of providing a handsome return in the not too distant future. The company, its stockholders and employees and the public it serves should all benefit greatly. G. Robert Henry, Director and Executive Vice President -vstyoming SALT LAKE CITY RENO ; VEGAS GRAND CANYON KINGMAr APPLE VALLEY NEW ^riversidI LOSANGELE5 PHOENIX SANTA ANA? ALM SPRINGS SAN DIEGO TUCSON ENSENADA GUAYMJ MA2ATLAN j^/s-NSAS TEXAS LOS MOCHIS PUERTO VALLARTA The route map shown above includes Bonanzas present route system; all of the route authority requested in the SERVICE TO TUCSON CASE; the SALT LAKE CITY - LAS VEGAS - SOUTHERN CALIFORNIA CASE; and Bonanzas MEXICAN ROUTE PROPOSALS. The map illustrates the nature of the companys route system in the event Bonanza is successful in obtaining all of the authority requested. Present Route System 7 THE REGULATORY CLIMATE 8 Present System ARIZONA OC-9 FAN/JET F-27AJET/PROP ^ PRESENT ROUTE STRUCTURE Bonanzas present route structure, comprised of 2,330 route miles, involves service to 19 cities in the states of Arizona, California, Nevada and Utah. The company cur- rently flies 24,000 miles daily, utilizing twelve Fairchild F-27As and three Douglas DC-9 fan/jets. The company system provides service to most of the important tourist and commercial centers in the Pacific Southwest. F-27A JET/PROP SERVICE TO TUCSON CASE On October 24, 1966, the Civil Aeronautics Board di- rected that there be set down for hearing. Bonanzas ap- plication to provide service between Tucson, Arizona and various cities on Bonanzas system to the north and west. The proceeding entitled SERVICE TO TUCSON CASE will consider Bonanzas application for nonstop authority for DC-9 service between Tucson, Arizona on the one hand, and Los Angeles, San Diego, Las Vegas, Reno and Salt Lake City on the other; and for a Tucson- Phoenix authority. Additionally, route authority is being sought between Tucson and Yuma, Arizona. Thus Tucson would be tied-in directly with every point on Bonanzas existing system. The award of these routes would be granted on a subsidy-ineligible basis. Applications of other carriers involving requests for the same or similar ser- vice will be heard at the same time in accordance with Civil Aeronautics Board policy. The case is proceeding on an expedited basis, with hearings to begin in Tucson on May 4, 1967. Present System Proposed DC-9 FAN/JET F-27A JET/PROP UTAH SALT LAKE CITY-LAS VEGAS-SOUTHERN CALIFORNIA CASE By the same order, the Civil Aeronautics Board also di- rected for hearing, Bonanzas application involving the company's proposal to provide service from Salt Lake City to various points in Nevada and California. The com- panys route applications in this case are also being con- sidered on a subsidy-ineligible basis. In this proceeding entitled SALT LAKE CITY - LAS VEGAS - SOUTHERN CALI- FORNIA CASE the Civil Aeronautics Board will consider the companys proposal to provide nonstop service be- tween Salt Lake City and Los Angeles and Salt Lake City and Las Vegas in addition to the companys application for Salt Lake City-Cedar City-Las Vegas service. The com- panys proposals for Las Vegas-San Diego service, both nonstop and via Palm Springs, and Los Angeles-Palm Springs turnaround service are likewise to be heard in the same case. Hearings are scheduled to commence in Salt Lake City July 25 on the SALT LAKE CITY - LAS VEGAS - SOUTHERN CALIFORNIA CASE. The successful conclusion of both the SERVICE TO TUCSON CASE and the SALT LAKE CITY - LAS VEGAS - SOUTHERN CALIFORNIA CASE, which were set down for priority consideration at Bonanzas request, would provide substantial opportunities for new public service and traf- fic development and result in increased operating profit. MEXICO During 1966 and early 1967 the governments of the United States and Mexico met for bilateral discussions to determine whether the two countries would authorize new air routes between the respective countries. In 1966 Bonanza filed an application with the Civil Aeronautics Board requesting authority to provide service between the Phoenix-Tucson gateway and Guaymas, La Paz, Maza- tian and Puerto Vallarta; between the co-terminals of Las Vegas and Yuma and Los Mochis, Mazatlan and Guadala- jara; and between Los Angeles and Ensenada. The com- panys proposals constitute a logical extension of our present route system and we are confident that the pro- posals, if agreed to between the governments of the United States and Mexico, will be most beneficial to the traveling public, to the respective countries and to Bonanza. To date, the results of the bilateral conferences have not been formally approved by the two governments and we are, therefore, unable to say as yet what authorizations, if any, will finally be accorded. Should additional route authority be granted for a U.S. carrier by the Mexican government, the companys application now pending be- fore the Civil Aeronautics Board would, in whole or in part, then be set down for hearing. Competitive applications of other carriers, if any, would be heard at the same time. m cn m > 73 O X 9 AND DEVELOPMENT Bonanzas Avionics Division, an FAA licensed agency, overhauls and maintains aircraft instruments and radio equipment. Scheduled service with the company's first two Douglas DC-9 fan/jets, was commenced on March 1, 1966, with the third DC-9 being added to sched- uled service in August. Our fourth DC-9 is sched- uled for delivery in mid-1967. The companys two DC-9-30 model aircraft, a stretched version of the DC-9-10 now in service, are scheduled for delivery during the first half of 1968 and will be placed in service in the companys high-density markets. Since the inauguration of jet service, the DC-9s have been utilized on an average of eight hours daily and have been most favorably accepted by both the traveling public and the companys flight and maintenance personnel. Of the 8,296,040 air- craft miles flown during 1966, the DC-9s ac- counted for 2,186,164 aircraft miles, or 26.4 per- cent. Bonanzas continuous-maintenance program, ap- proved by the Federal Aviation Agency with respect to the companys F-27A fleet, has now been ap- proved for the DC-9. The companys entire fleet is now being maintained in accordance with that program. In order to reduce the costs generally related to the Federal Aviation Agency authorized time be- tween overhauls on a limited number of Pratt and Whitney JT8D jet engines. Bonanza and Allegheny Air Lines originated a program, unique in the air- line industry, which joins nine regional carriers in a Federal Aviation Agency approved program giv- ing the combined carriers the maintenance and time between overhaul benefits associated with airlines operating large fleets of aircraft. The pro- gram should result in a substantial savings to all participants. Early in 1966, as a further improvement in main- tenance service, a new Maintenance Services - Production Control Department was created. The new department is comprised of a maintenance planning and statistical group, which schedules maintenance work, modifications, provides data on mechanical problems, and produces equipment routing analyses. The department utilizes the com- panys IBM 1440 computer for maintaining time records on aircraft and components. The results, to date, of the activities of this new department have been improved production and reduced main- tenance delays. One of Bonanzas two spacious hangars at its new facility in Phoenix. Each hangar is large enough to accommodate three DC-9 Funjets. 12 A group of Japanese visitors enroute to the Grand Canyon via Bonanza. bonanza air limes R/kDAR EQUIPPED Celebrating new nonstop service Bonanza training and administrative personnel to the Grand Canyon. with a recent graduating class of hostesses. With the commencement of DC-9 service in 1966, a new emphasis was placed on freight sales. In an effort to fully utilize the greatly increased capacity, freight rates were revised and several addi- tional specific commodity rates were introduced. To further supple- ment freight sales efforts, a manager of cargo sales was appointed. It is expected that these efforts will result in substantially increased freight revenues. New traffic highs were set in 1966. The 848,063 passengers served in 1966 represented a 26.8% increase over the 668,568 served in 1965. Utilization of the DC-9 in the companys high den- sity longer distance markets resulted in an increase in revenue passenger miles in 1966 of 28.5% or 218,665,000 compared to 170,151,000 in 1965. Efficient utilization of the 72 seat DC-9 aircraft plus additional miles flown in 1966 over 1965 increased available seat miles 29.9% for the year. The slightly larger increase in available seat miles over revenue passenger miles caused the passenger load factor to edge below the 55.1% achieved in 1965 to 54.5%. Dramatic proof of the public acceptance of the DC-9 is found in the Las Vegas-Los Angeles story. By February of 1966, im- mediately prior to the introduction of the DC-9 in that market, Bonanzas F-27A traffic in competition with a high volume of pure jet service was 44% below February of 1965. For the 11 months following the DC-9 introductory month of March, 1966, Bonanzas traffic was 84% ahead of the same 11 months a year earlier. A positive space military furlough fare went into effect in 1966, which allows military personnel to travel at a 40% discount on a reservation basis, a departure from the usual standby fare gen- erally offered to military personnel. In view of the many service personnel now in travel status, the new fare was deemed to be a necessary accommodation. A new sales manager was added in the Los Angeles area in order to more adequately serve the fast-growing Orange County and adjacent Pacific coast cities. Increased traffic resulting from the companys newly inaugurated nonstop service between Orange County and Las Vegas, as well as between Orange County and Phoenix, Arizona, necessitated the additional sales representation for that general area. Again for the sixth year, the company engaged in a hostess ex- change program, this time with Airlines of New South Wales. The Bonanza hostess flew the routes of Airlines of New South Wales en- compassing all of Australia, for a two-week period, and a hostess from Airlines of New South Wales flew Bonanzas routes for a similar period, each acquainting the passengers with the travel and tourism benefits of their respective areas. 13 The major thrust of the companys advertising effort in 1966 was directed to improving the companys revenue position in various of its markets being served with DC-9 fan/jet equipment. New and improved services in F-27A markets were also highlighted in the companys advertising. Following the award of nonstop authority between Las Vegas and Santa Ana, and in order to exploit the untapped traffic poten- tial felt to exist in that market, extensive and varied advertising and sales promotion was conducted throughout Orange County, California and in Las Vegas during September and October. At year end, planning was nearing completion on a Discover BonanzaLand 67 advertising and promotion campaign in the major travel markets of the East. The object of this promotion is to publicize Bonanza as the four season symbol of the many tour- ist attractions and vacation opportunities available In the West. Still another major advertising and publicity effort was undertaken to support the newly awarded nonstop service between Las Vegas and Grand Canyon, and to promote the many improved routings into Grand Canyon which resulted from the new route award. The advertising and promotion of DC-9 fan/jet service during the year provided many opportunities for public and press con- tact both in the system area and nationally. Several major stories on Grand Canyon, the new Grand Canyon National Park Airport and the improved service also appeared. Trading of transportation for advertising in accordance with Civil Aeronautics Board approval and procedures gave the com- pany additional advertising exposure while conserving dollar out- lay. Under this plan for regional carriers, airline seats are ex- changed for advertising space and time at market value with media companies who have need for the travel. In 1966 the company utilized the full limit of trading authorized by the Civil Aeronautics Board. AIR LINjES to las Vegas bonanza Fl y a DC-9 Funjet to LA- we'll give you one to take home! Around-the-clock FUNJETS to Los Angeles DC-9 I DC-9 I DC-9 | DC-9 [ DC-9 I 00-9 7;50ain h0:55am| 1:30pm | 2:40pm | 4:05pm | 7;00pm Give you a $3,500,000 jet? Not really-but an exact copy in a DC-9 Funjet model kit. Its 10 inches long, to scale in every detail, packed in a wild sort of tote bagwe call a Funjet Funkit. Get one on every Bonanza DC-9 flight to Los Angeles- plus more of the same when you Funjet back. Have fun. BONANZA AIR LINES Bonanza utilizes all types of advertising media to promote its routes. SALES & SERVICE/ADVERTISING & PUBLICITY 14 Earnings before taxes for 1966 were $810,703 compared with $884,903 in 1965. Provision for taxes for 1966 was $280,000 while the 1965 provision was only $42,000 due to investment tax credits generated through equipment purchases in 1965 and ap- plied to 1965 as well as carried back in the amount of $296,070 for refund of prior years taxes paid. The 1966 provision for taxes contained application of investment tax credits to prior years of only $13,135. Net earnings from operations for 1966 were $530,703, equivalent to 44 cents per share as compared to $842,903 for 1965 or 75 cents per share, computed on the average number of common shares outstanding during the respective years. A gain of $331,780, net of tax obligation, was recorded in 1966 from the sale of two F-27A aircraft. The addition to retained earnings in 1966 from net earnings aggregated $862,483 or 71 cents per average number of shares outstanding. Total revenues for 1966 were $18,011,807 up 24 percent from the $14,514,911 realized in 1965. Operating expenses however increased 25 percent from $13,414,268 recorded in 1965 to $16,749,361. Depreciation and amortization charges increased 48 percent from $1,187,272 in 1965 to $1,753,829 due to the inauguration of DC-9 fan/jet aircraft in 1966. The increase in cash operating expense was in part related to the relocation of the companys administrative and operating base from Las Vegas to Phoenix and in part to costs associated with the inauguration of the DC-9 service. The company also experienced marked increases in the cost of materials, wages and outside ser- vices. Interest expense increased to $470,383 in 1966 from $212,254 in 1965 from term loans incurred for the purchase of the DC-9 aircraft. The company experienced depression in the average revenue received per mile from passengers in 1966 with the rate showing a decline from 6.34 cents per mile in 1965 to 6.30 cents in 1966.The decline resulted primarily from more rapid growth in traffic in the low fare Las Vegas-Los Angeles market, where the $13 one-way fare equals 5.53 cents per mile, than on the remainder of the routes. The company increased its fare in this market on March 1, 1967 to $15, equal to 6.30 cents per mile. The results to date indicate that no major diversion of traffic has occurred following the fare increase. Another factor in reduction in the average reve- nue received per mile from passengers in 1966 resulted from the prolonged strike of trunk airlines. During this period, and in line with industry practice, the company transported passengers on cir- cuitous routings over its system at the fare collected by the struck carriers for more direct service, thereby lessening the revenue per mile below the companys established fares. Near the end of 1966 a favorable decision was rendered by the review panel of the Federal Aviation Agency with regard to the companys claim for an aircraft destroyed in a training accident in 1965. The claim was settled in January 1967 for $1,100,000 less salvage value of $47,874 or a net of $1,052,126. Prepayment of $400,000 was made on a bank term loan from this recovery. Addi- tionally the company prepaid $1,675,000 on a bank term loan with net proceeds from the sale of two F-27A aircraft. The balance of a $6,500,000 loan was taken down in 1966 and applied to pay- ment of the second and third DC-9 aircraft and spare engines. During 1966 the company arranged for the purchase of a fourth DC-9 by a Trust formed by the United California Bank, the First National Bank of Nevada and the First National Bank of Arizona. The aircraft was leased by the Trust to the company for a period of 13 years and in turn was subleased to another regional airline, who had originally placed the order for the aircraft, until mid-1967, when it will revert to the company for the balance of the lease term. The company has on order two DC-9 series 30 fan/jet aircraft scheduled for delivery in early 1968. It is tentatively planned to have such aircraft purchased by a Trust for long term lease to the company. The order for these aircraft was placed well before sus- pension of the investment tax credit in 1966. Investment tax credits generated from equipment purchases in 1966 amounted to $525,553 of which $410,611 is available for application to future income taxes. During the year, debentures having a face value of $1,517,300 were surrendered for conversion to common stock resulting in the issuance of 136,557 shares and the elimination of the associ- ated indebtedness. Finalization of Bonanzas acquisition of fourth DC-9. SUMMARY OF SOURCE AND DISPOSITION OF FUNDS FOR 1966 Source of funds: Net earnings $ 862,483 Depreciation and overhaul amortization . . . 1,971,189 Amortization of deferred charges 178,884 Deferred taxes 250,000 Proceeds from sale of capital stock 66,083 Increase in long-term debt 2,540,753 Decrease in working capital 1,220,524 Total $7,089,916 OPERATING AND FINANCIAL STATISTICS 1966 Traffic and Capacity System route miles operated as of last day of period.... 2,330 Total aircraft miles flown in revenue service 8,296,040 Scheduled aircraft miles flown 8,279,578 Percent of scheduled aircraft miles flown 98.8% Revenue passengers carried 848,063 Revenue passenger miles flown (000) 218,665 Available seat miles flown (000) 401,144 Passenger load factor 54.5% Available ton-miles flown (000) 43,503 Revenue ton-miles flown (000) 21,676 Overall load factor 49.8% Average number of employees 897 Revenue passenger miles per employee 243,774 Financial Total operating revenue (000)* $ 18,012 Passenger revenue (000) 13,766 Total commercial revenue (000)^ 14,431 Public service revenue (subsidy) (000)* 3,581 Total operating expense (000) 16,749 Total operating expense per revenue ton-mile of traffic. . 0.773 Public service revenue required to provide operating break-even need: (Total (000) ) 2,319 Per available ton-mile flown 0.053 Per revenue ton-mile of traffic 0.107 Break-even need as percent of commercial revenue .... 16% Commercial revenue as percent of operating expenses . . 86% Net earnings from operations* ^ $530,703 Net earnings* ^ $862,483 iReflects adjustment related to retroactive subsidy determinations. ^Adjusted for 1963 and 1962 investment tax credits reported as special item in 1964. ^Operating revenue less public service revenue. Disposition of funds: Investment in property and equipment .... $7,114,834 Deposits on equipment purchase contracts. (661,519) Deferred preoperating and other costs .... 636,601 Total $7,089,916 Calendar Years 1965 1964 1963 1962 2,106 7,729,660 7,720,324 98.5% 668,568 170,151 308,812 55.1% 30,881 16,885 54.7% 808 210,583 $ 14,515 10,782 11,348 3,167 13,414 0.794 2,066 0.067 0.122 18% 85% $842,903 $842,903 2,106 7,618,013 7,599,716 99.2% 620,497 160,653 292,480 54.9% 28,673 16,014 55.9% 748 214,777 $ 14,085 10,244 10,773 3,312 12,560 0.784 1,787 0.062 0.112 17% 86 % $677,166 $677,166 2,106 6,354,940 6,349,638 99.3% 536,377 139,139 241,284 57.7% 23,494 13,818 58.8% 645 215,719 $ 12,763 9,156 9,565 3,198 10,750 0.778 1,185 0.050 0.086 12 % 89% $874,129 $865,129 2,135 5,445,869 5,443,441 99.0% 425,475 108,688 206,849 52.5% 20,188 10,785 53.4% 572 189,682 $ 10,946 7,441 7,810 3,136 9,426 0.874 1,616 0.080 0.150 21 % 83% $711,144 $717,808 15 FINANCIAL RESULTS & OPERATIONS & FINANCIAL STATISTICS December 31, 1966 with comparative figures for 1965 16 New computer facility at General Headquarters. ASSETS 1966 1965 Current assets: Cash $ 786,049 1,220,761 Receivables; United States Government Departments (note 8) 1,464,395 1,525,289 Traffic, net 599,947 281,951 Other 127,996 226,007 2,192,338 2,033,247 Less allowance for doubtful accounts 10,000 10,000 Net receivables 2,182,338 2,023,247 Federal income taxes refundable (note 3) 173,678 Spare parts, service materials and supplies, at average cost 834,464 711,596 Prepaid expenses 165,143 115,002 Total current assets 3,967,994 4,244,284 Properties and equipment, at cost (note 1): Flight equipment 23,120,337 16,775,647 Ground equipment 912,550 1,027,046 Buildings and improvements on leased property 206,478 724,394 Other property and equipment 579,097 31,527 Construction in progress 71,694 248,886 24,890,156 18,807,500 Less allowance for depreciation and amortization 6,778,296 5,839,285 Net properties and equipment 18,111,860 12,968,215 Deposits on equipment purchase contracts (note 6) 1,006,307 1,667,826 Unamortized development and preoperating costs 829,979 360,045 Deferred loan costs and other assets 154,504 250,028 $24,070,644 19,490,398 See accompanying notes to financial statements. 17 December 31, 1966 with comparative figures for 1965 LIABILITIES AND STOCKHOLDERS EQUITY 1966 Current liabilities: Current maturities of notes payable $ 1,931,971 Accounts payable 1,322,564 Amounts collected for others 196,637 Accrued salaries and wages 558,580 Other accrued liabilities 215,738 Unused transportation 90,181 Federal income taxes (note 3) 29,222 Total current liabilities 4,344,893 Notes payable to banks, less current maturities (note 1) 7,469,845 5^^% convertible subordinated debentures (note 2) 1,552,100 Deferred federal income taxes (note 3) 594,000 Stockholders equity: Common stock $1.00 par value per share. Authorized 3,000,000 shares; issued 1,288,896 and 1,139,754 shares, respectively (notes 2 and 5) 1,288,896 Additional paid-in capital 4,286,860 Retained earnings (note 1) 4,534,050 Total stockholdersequity 10,109,806 Commitments and contingent liabilities (note 6). $24,070,644 1965 1,419,778 1,076,415 165,693 458,818 207,413 72,542 3,400,659 4,929,092 3,069,400 344,000 1,139,754 2,935,926 3,671,567 7,747,247 Pkat, Ma-rwick, Mitchell & Co. CERTIFIED PUBLIC ^VCCOUNTANTS 629 SOUTH SPRING STREET LOS A.NGELES 14, CALIF. The Board of Directors Bonanza Air Lines, Inc.: We have examined the balance sheet of Bonanza Air Lines, Inc. as of December 31, 1966 and the re- lated statements of earnings, retained earnings and additional paid-in capital for the year then ended. Our examination was made in accordance with gen- erally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, the accompanying balance sheet and statements of earnings, retained earnings and additional paid-in capital present fairly the financial position of Bonanza Air Lines, Inc. at December 31, 1966 and the results of its operations for the year then ended, in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding year. PEAT, MARWICK, MITCHELL & CO. March 25, 1967 19,490,398 BALANCE SHEET 18 STATEMENT OF EARNINGS Year ended December 31, 1966 with comparative figures for 1965 1966 1965 Operating revenues: Passenger and excess baggage Mail, express and freight Charter and incidental Public service (subsidy) $13,855,483 456,064 119,260 3,581,000 10,887,534 357,992 102,828 3,166,557 18,011,807 14,514,911 Operating expenses: Flying operations Maintenance Passenger service Aircraft and traffic servicing Promotion and sales General and administrative Depreciation and amortization Amortization of development and preoperating costs 3,995,318 3,422,564 811,384 3,454,429 1,911,960 1,399,877 1,593,805 160,024 3,193,826 2,560,719 634,501 2,840,125 1,757,809 1,240,016 1,145,306 41,966 16,749,361 13,414,268 Operating income 1,262,446 1,100,643 Non-operating revenue (expense): Interest (note 7) (470,383) (212,254) Other, net 18,640 ( 3,486) Earnings before taxes on income 810,703 884,903 Provision for taxes on income (note 3) 280,000 42,000 Net earnings from operations . . . 530,703 842,903 Gain on sale of aircraft. less applicable taxes of $312,000 331,780 Net earnings . $ 862,483 842,903 See accompanying notes to financial statements. STATEMENT OF RETAINED EARNINGS AND ADDITIONAL PAID-IN CAPITAL Year ended December 31, 1966 Retained Earnings Additional Paid-in Capital Amount at beginning of year . . $3,671,567 2,935,926 Net earnings 862,483 Excess of proceeds over par value of 136,557 shares of common stock issued upon conversion of debentures . . 1,297,436 Excess of proceeds over par value of 12,585 shares of common stock issued under options (note 5) 53,498 Amount at end of year $4,534,050 4,286,860 See accompanying notes to financial statements. ANNUAL MEETING The Annual Meeting of Stockholders of Bonanza Air Lines, Inc., is held on the third Monday of May in each year. This year the Annual Meeting will be held at 10:00 A.M. on May 15, 1967, in the company offices, 3737 Bonanza Way, Sky Harbor Airport, Phoenix, Arizona. The record date for the determination of stockholders entitled to receive notice and to vote at the meeting and any adjourn- ment thereof has been fixed by the Board of Directors as of the close of business on April 7, 1967. Stockholders are cordially invited to attend the meeting or to send in their proxies. Q B 19 BONANZA AIR LINES, INC., Notes to Financial Statements December 31, 1966 NOTE 1. NOTES PAYABLE TO BANKS The notes payable to banks as of December 31, 1966 are summarized as follows: Payments Final Outstanding (Including Interest) Maturity Dec. 31, 1966 5V2% note payable $ 51,621 monthly 1968 $ 867,162 6% note payable 1970 512,109 6% note payable 5%% notes payable: .... 23,853 monthly 1970 1,012,593 Series A 1970 962,227 Series B . . .. 178,583 quarterly 1975 5,097,725 6y2% note payable .... interest only 1968 950,000 9,401,816 Less current maturities 1,931,971 $7,469,845 The notes are secured by chattel mortgages on three DC-9 and twelve F-27A aircraft. In connection with the loan agreements relating to two of the above notes, the Company has agreed, among other things, to maintain certain minimum working capital and stock- holders equity (net worth) requirements. Under the most restrictive provision of these agreements $3,850,459 of retained earnings as of December 31, 1966 was restricted as to the payment of cash dividends. The Company is required to offer to prepay the 5Va% Series B notes in an amount equal to 15% of the annual net earnings (as defined) up to $1,000,000 plus 25% of the net earnings in excess of $1,000,000; accordingly, a prepayment of $79,605 will be offered to the note- holders during 1967. NOTE 2. 5V4% CONVERTIBLE SUBORDINATED DEBENTURES The debentures, which mature May 1, 1979, are subordinated to the bank loans and are convertible into shares of common stock of the Company at the initial conversion price of $11% per share. The conversion price increases to $12V2 per share on May 1, 1968 and to $14% per share on May 1, 1972. The trust indenture relating to the debentures provides for a sinking fund payment of $160,000 annually beginning May 1, 1969 and for the payment of interest semiannually. As of December 31, 1966, 139,689 shares of common stock were reserved for conversion of the outstanding debentures. The indenture further provides for certain restrictions on the payment of cash dividends which, as of December 31, 1966, were less restrictive than the provisions of the agree- ments relating to the bank loans described in note 1. NOTE 3. INCOME TAXES The Companys Federal income tax returns for 1963 and subsequent years are subject to review by the United States Treasury Department. Differences in the treatment of certain expenses result in substantial variations between net earnings as reflected in the Companys financial statements and as reported in its income tax returns. These differences are primarily in connection with aircraft preopera- tional costs which were expensed for tax purposes in the year in which incurred, although such costs are being amortized on the books, and the use of accelerated depreciation methods for tax purposes. The 1966 provision for income taxes is summarized as follows: Current taxes $ 144,942 Deferred taxes 250,000 394,942 Less investment credits (including amounts carried back to prior years) 114,942 Provision for income taxes $ 280,000 The Company records investment credits as a reduction of Federal income taxes in the year in which such credits are realized. NOTE 4. RETIREMENT PLANS The Company has contributory retirement plans for all eligible employees, which are implemented by trust funds. The plans are cancellable by the Company. The cost of these plans charged to operating expense in 1966 totaled $347,443 for both current and past services. As of December 31, 1966, the remaining portion of the originally computed past service liability amounted to $35,929, which management contemplates fully funding during the next year. NOTE 5. OPTIONS TO PURCHASE COMMON STOCK The Company has a qualified stock option plan for officers and key employees of the Company. The plan provides that options may be granted to purchase 55,810 shares of the Companys common stock at not less than 100% of the fair market value on the date of grant. The options are exercisable in equal instalments over a period of five years. As of December 31,1966 options to purchase 8,700 shares were outstanding; the options were exercisable through 1971 at $15.13 per share and represented total option prices aggregat- ing $131,631. As of December 31, 1966, certain officers and employees held options to purchase 4,300 shares under the Companys restricted stock option plan. The options were exercisable through May 20, 1968 at prices ranging from $3.38 to $6.65 per share and represented total option prices aggregating $19,290. NOTE 6. COMMITMENTS AND CONTINGENT LIABILITIES At December 31, 1966 the Company had on order two additional DC-9 aircraft scheduled for delivery in 1968. Such purchases represent commitments of approximately $6,125,000 in excess of related deposits. The Company contemplates that such aircraft will be pur- chased by a Trust formed by banks who will lease the aircraft to the Company over a 13 year term. It is anticipated that lease payments for both aircraft under such an agreement will approximate $685,000 annually. The Company also had on order at December 31,1966 two engines scheduled for delivery in May 1967 and April 1968 representing a commitment of $463,880 in excess of related deposits. At December 31, 1966 the Company had a DC-9 aircraft under a 13 year lease from a Trust formed by banks. Such aircraft is subleased to another airline until June 30, 1967 at which time the Company is obligated to assume the lease payments amounting to $302,167 annually. During the year the Company moved its general offices and principal maintenance facili- ties to Phoenix, Arizona. In connection therewith, the Company has entered into a lease agreement requiring payments not to exceed $168,000 annually for the first five years and not to exceed $264,000 annually during the remaining twenty-three years of the lease. The estimated minimum annual rentals under other long-term leases, the majority of which expire prior to 1990, were approximately $100,000 at December 31, 1966. As of December 31, 1966 the Company was contingently liable for claims and lawsuits in which it is or may be a defendant; however, management and its counsel believe the ultimate liability, if any, will not materially affect the financial positon of the Company at December 31, 1966, or the results of its operations for the year then ended. NOTE 7. CAPITALIZED INTEREST Interest expense included in the statement of earnings does not include $136,424 for 1966 and $186,900 for 1965 which were capitalized as aircraft acquisition costs. NOTE 8. CLAIM RECEIVABLE The Companys claim against the Federal Aviation Agency (included as a receivable) which was filed in 1965 was approved in December 1966 and payment was received in January 1967. STATEMENT OF EARNINGS & NOTES One of the more important activities of this depart- ment during 1966 was the task of moving 388 of the companys employees from Las Vegas to the com- panys new administrative offices and maintenance facilities in Phoenix, Arizona. The move was ac- complished with a minimum of disruption to ser- vice; and only 6.3 percent,or 26 employees, elected not to transfer with the company. Bonanza made every effort to assist each family in its move, by providing additional time off, transportation, lodg- ing, and other help; most employees were able to relocate with a minimum of difficulty. The expansion of the company's facilities and its jet aircraft fleet, together with increased traffic and larger terminal buildings, produced the need fora significant increase in personnel during 1966. Year-end employment (as distinguished from aver- age employment for the year) was 962. This rep- resents an 18.2 percent increase over the 814 employees at year-end 1965. The companys pay- roll for the year was $7,451,912, an increase of 22 percent over 1965. Intensive training, both in the classroom and on the aircraft, was conducted early in 1966 for pilots and mechanics on the DC-9 fan/jet aircraft. The thoroughness of such training and the apti tude of the personnel involved resulted in excellent operational performance with the DC-9 from the inception of service. During 1966 a jet-oriented hostess training pro- gram for all hostess personnel was initiated, to acquaint them with the new and additional custo- mer service requirements of the DC-9. The com- panys training section also provided continuing training programs for all personnel including new employees, and conducted field programs aimed toward further improving customer service. At the close of 1966, all company personnel affected by the addition of jet equipment had completed this training. In keeping with corporate policy, the company effected a general salary increase for all employees not covered by one of the companys five collective bargaining agreements. The companys compensa- tion program is designed to sustain its level of competent personnel. New collective bargaining agreements were signed with the hostesses repre- sented by the Air Line Pilots Association and with the aircraft mechanics and supply personnel rep- resented by the airline division of Teamsters Inter- national. The duration of both agreements was in excess of two years. 20-year pins are awarded by President Converse to Vice President Operations, Myron W. Reynolds and Captains Dick Hall and George Martin. Bonanzas attractive new employee cafeteria. 21 INDUSTRIAL RELATIONS BOARD OF DIRECTORS EDMUND CONVERSE President and Chairman of the Board of Directors. He has served as director and chief executive of Bonanza since the company was incorporated. FRANK \W. BEER A director of Bonanza Air Lines since February of 1951. He is the senior member of the law firm of Beer and Kalyna; director of Peoples State Bank, Mineola, Kansas; director of KOOL and KOLD radio, CBS affiliates; director of F.A. Gillespie and Sons Company, Tulsa, Oklahoma; director of Adams Hotel Company, Phoenix, Arizona. GEORGE L. VARGAS A director since 1952. A senior partner in in the law firm of Vargas, Dillon, Bartlett & Dixon; also a director of Johnson Service Co. of Milwaukee; director of Valley Bank of Nevada in Reno; director of the Balboa Club de Mazatlan, S.A. Mazatlan, Sinaloa, Mexico. ROGER CONVERSE Became a director of Bonanza Air Lines in May of 1955. He is a director of Island Farms, Inc. and Cave des Roys. His other interests include investments, public relations and real estate. CHESTER M. GLASS, JR. Became a director of Bonanza Air Lines in January of 1959. He is an independent financial advisor. He has been active in the investment banking business for 37 years. WILLIAM D. PABST Elected to the Bonanza Board of Directors in March of 1959. He is former executive vice president and general manager of San Francisco-Oakland Television, Inc.; also president and director, St. Claire Finance Corporation. G.ROBERT HENRY Elected to the Bonanza Board of Directors in March of 1959. He has been Executive Vice President of Bonanza since 1953 and associated with Bonanza top management since 1949. JAMES D. MOYLE Elected to the Bonanza Board of Directors in February of 1960. A Salt Lake City industrialist, Mr. Moyle is vice president and director. Ideal National Insurance Company, Industrial Uranium Company and Empire Capital Corporation, also chairman of Utah State Park and Recreation Commission. ROBERT 0. REYNOLDS Became a director of Bonanza Air Lines in May of 1962. He is president of Golden West Broadcasters and Golden West Baseball Co., owners of the California Angels baseball team; also president of Board of Trustees, the Webb School of California. He is a member of the advisory board of the Guaranty Bank; and vice president and director, Los Angeles Rams and Gene Autry Hotel Co. COMPANY OFFICERS EDMUND CONVERSE, President G. ROBERT HENRY Executive Vice President MYRON W. REYNOLDS Vice President, Operations ROBERT J. SHERER Vice President, Finance LARRY DECKER Vice President, Traffic and Sales JOHN D. LINDSAY Vice President, Advertising and Publicity DONALD R. NEILSON Vice President, Research and Development and Assistant Secretary RICHARD A. ROGERS Vice President, Industrial Relations ARTHUR M.TAYLOR Vice President, Legal and Secretary NOLAND H. RYAN Vice President, Community Affairs JOHN R. MacKENZIE Vice President, Governmental Affairs RUDOLPH ZEPEDA Vice President, International Affairs FRANK R. CHABOT, Treasurer THOMAS J. VAN BOGART Controller and Assistant Secretary WILLIAM C. BURT Assistant Secretary Board room at new General Headquarters. OFFICERS BONANZA AIR LINES, INC. TRANSFER AGENTS: First National Bank of Nevada, Las Vegas, Nevada Bankers Trust Company, New York, New York REGISTRARS: Bank of Nevada, Las Vegas, Nevada First National City Bank, New York, New York CORPORATE OFFICES: Bonanza Air Lines P.O. Box 12405 3737 E. Bonanza Way Phoenix, Arizona 85034 f