CHICAGO AND SOUTHERN AIR LINES, INC. YEAR ENDED DECEMBER 31, 1948 0 uri.t T 1 9 4 8 / \MMUUAJ K MDAWAs T O CHICAGO AND SOUTHERN THE STOCKHOLDERS AIR LINES , INC. xxxxxxxxxxxx VVWNVVXVVNNNVNNSVNNNVVNXNNNNNW xxxxxxxxxxxxxxxxsx>Nxxx\\\\XX\V**^ttSJSJ*fr**NS^ X.XXXXXXXXXXXXXXXXXXXXXXVXXNNNNNVVVVVSVNVCC'J'NC'N1 xxxxxxxxxxvxvvvvvvvvvvx>XV^i^5^^^N^JSS^ ft M ^ General Offices Municipal Airport Memphis 2, Tennessee ROUTES IN OPERATION CHICAGO AND SOUTHERN AIR LINES, INC. GENERAL OFFICES, Memphis Municipal Airport, Memphis 2, Tennessee CORPORATE OFFICE, 100 West Tenth Street, Wilmington, Delaware DIRECTORS CARLETON PUTNAM SIDNEY A. STEWART JUNIUS H. COOPER L. RAYMOND BILLETT JOHN R. LONGMIRE OFFICERS CARLETON PUTNAM, Chairman of the Board SIDNEY A. STEWART, President JUNIUS H. COOPER, Vice President-Treasurer R. S. MAURER, Secretary and General Counsel T. F. HAMBLETON, Assistant Treasurer R. S. SCRIVENER, Assistant Treasurer E. MURRAY, Assistant Secretary DIVISION MANAGERS J. A. YOUNG, Operations Manager T. M. MILLER, General Traffic and Sales Manager M. H. JONES, Engineering and Maintenance Manager W. T. BEEBE, Director of Personnel Transfer Agent Mississippi Valley Trust Company, Broadway and Olive Street, St. Louis, Missouri Co-Transfer Agent Northern Trust Company, South LaSalle and West Monroe Streets, Chicago, Illinois Registrar Boatmen's National Bank, Broadway and Olive Street, St. Louis, Missouri Co-Registrar American National Bank and Trust Company of Chicago, Chicago, Illinois [3 REPORT TO THE STOCKHOLDERS EARNINGS Your Company's net profit for the year 1948 was $639,477, equiva lent to $1.26 a share on the capital stock, after provision for state and federal income taxes of $210,000. These earnings, plus retroactive mail pay received during 1948 but applicable to 1946 and 1947, converted a surplus deficit of $1,581,750 into a surplus credit of $111,255, and increased your Company's net worth from $3,311,895 to $5,004,900. The stockholders' equity was thus increased from $6.50 to $9.83 a share, a gain of 51%. This improvement resulted in part from the issuance by the Civil Aeronautics Board of a final domestic mail rate order on July 28, 1948, awarding your Company retroactive mail pay of $1,053,528 for the years 1946 and 1947 and a forward rate effective January 1, 1948, which yielded a return of 26.7 cents per plane mile in 1948. The retroactive mail pay was credited direct to surplus and allocated $523,862 to 1947 and $529,666 to 1946. Another factor contributing to the improvement was a vigorous program of cost control. Against an inflationary background that car ried the average cost of living index up 7.5%, your Company inaugu rated service to two foreign countries and three new domestic cities writing off all training and development costs as incurred, increased seat miles 6.8%, and absorbed a rise of 38% in gasoline prices--all with an increase of only 8.6% in total operating expenses. The gasoline price in crease alone amounted to more than a quarter of a million dollars, about 3% of total operating costs. The expanded system was being operated at the end of 1948 with 1,350 employees, 44 less than were on the pay roll at the beginning of the year. 4 ] A comparative summary of operating results for 1948 and 1947 fol lows. In this comparison the 1947 revenues have been restated to include the retroactive mail pay allocated to that year. Condensed Comparative Income Statement Year 1948 Year 1947 Per Cent Change Route miles in operation 5,698 3,026 +88.3% Revenue plane miles flown 7,902,183 7,590,824 + 4.1 Revenue seat miles flown 226,235,050 211,879,327 + 6.8 Revenue passenger miles 118,939,538 119,264,262 -- 0.3 Operating Revenue: Passenger and excess baggage $ 7,197,189 $ 6,229,475 + 15.5% Mail 2,802,827 1,908,914 +46.8 Express and freight 378,384 354,952 + 6.6 Miscellaneous 74,452 71,825 + 3.7 Total operating revenues $10,452,852 $ 8,565,166 +22.0% Total operating expenses 9,563,514 8,808,914 + 8.6 Net income (loss*) from operations $ 889,338 $ 243,748* Other deductions (net) 39,861 32,255 +23.6% Net income (loss*) before income taxes $ 849,477 $ 276,003* Provision for federal and state income taxes (Reduced $138,000 by carry- of prior years' losses) over 210,000 Net income (loss*) $ 639,477 $ 276,003* In the table on the following page, operating costs for 1948 and 1947 are classified objectively, and it will be noted that salaries and wages, which comprised 50.3% of the total in 1947, were reduced to 47.8% in 1948. While the average number of employees on the pay roll in 1948 was down 9% from 1947, the average salary and wage rate was about 13% higher. Gasoline went up as a result of price increases from 8.0% to 10.9% of the total costs. Another sharp increase from 7.5% to 9.2% was in the group of costs which include landing fees, rentals, joint facili ties, and agency commissions. This reflects the growing complexity of ground installations and communications facilities, particularly in foreign countries where airways are privately maintained, as well as the constant effort of airport managements to obtain increased revenues from their air line tenants. Depreciation costs were reduced from 11.0% to 9.4% of the total, principally as a result of lower depreciation charges on DC-3 airplanes, which have now been written down to a residual value of $3,000 each. [5 Comparative Summary of Operating Costs 1948 1947 Per Cent Per Cent Per Cent Change Amount of Total Amount of Total Salaries and wages $ 4,576,241 Gasoline.... 1,038,945 Maintenance materials and parts 590,955 Traveling expenses 291,928 Taxes (other than income) 250,257 Insurance 185,668 Food & passenger supplies 308,634 Office supplies, forms, tar iffs, time tables, pro motional literature, & advertising space 379,177 Rentals, landing fees, utili ties, joint facilities, and agency commissions 883,907 All other goods and services 163,510 Depreciation 894,292 Total Operating Expenses $ 9,563,514 Seat miles flown 226,235,050 Cents per seat mile 4.23$ 47.8% $ 4,433,326 50.3% + 3.2% 10.9 700,512 8.0 +48.3 6.2 506,560 5.8 + 16.7 3.1 255,540 2.9 + 14.2 2.6 258,317 2.9 -- 3.1 1.9 187,422 2.1 -- 0.9 3.2 266,930 3.0 + 15.6 4.0 319,913 3.7 + 18.5 9.2 660,389 7.5 +33.9 1.7 248,487 2.8 --34.2 9.4 971,518 11.0 -- 7.9 100.0% $ 8,808,914 100.0% + 8.6% 211,879,327 + 6.8% 4.16$ + 1-7 BALANCE SHEET Your Company is unique in having no bank loans or other long term debt outstanding. This contrasts sharply with the industry position of the sixteen domestic trunk lines, which are carrying an aggregate long term debt of $170,000,000, an amount approximately equal to their com bined net worth. Your Company has a working capital of $2,687,607, a current ratio of 3 to 1, and $2,320,141 of available cash against total liabilities of $1,402,031. Operating property which cost $5,159,916 has been depreciated to a net value of $1,883,640. Flight equipment includes twelve DC-3 and five DC-4 airplanes together with appropriate spares for maintenance, all wholly owned and fully paid for. An additional DC-4 airplane was purchased in January 1949. Route certificates are carried at $1 and no development or training costs have been deferred as charges to future operations. DOMESTIC OPERATIONS During 1948 your Company added to its domestic system three new cities--Kansas City, Springfield, Missouri, and Hot Springs, Arkansas-- increasing domestic route miles operated from 2,341 to 2,759 miles. In line with the general recession in transportation, passenger miles 6] declined 6.1% from the previous year. Schedules were reduced 2.5% in keeping with the reduced demand and your Company's load factor fell only 2.2 percentage points. For the industry as a whole available seats were increased 8.6% against a decline in traffic of 3.6%, dropping the industry load factor 7 percentage points. Your Company's load factor rank among the sixteen domestic trunk lines was thus raised from twelfth place in 1947 to ninth place in 1948. The 1948 drop in traffic volume was more than offset by fare in creases (10% in December 1947 and 5% in September 1948) and pas senger revenues showed a gain of 6.5% for the year. The yield per pas senger mile was 5.79 cents in 1948 as compared with 5.02 cents in 1947. A five-year table of comparative statistics for your Company's domestic system follows: Comparative Statistics---Domestic Operations (1946 and 1947 revenue adjusted to include retroactive mail pay) Route miles in operation Revenue plane miles flown Revenue seat miles flown Revenue passenger miles Load factor Operating Revenue: Passenger and excess baggage.. Mail Express & freight.. Miscellaneous Total operating revenues Total operating expenses Operating profit or loss* Operating Revenue: Passenger and excess baggage Mail Express and freight Miscellaneous 1948 1947 1946 1945 1944 2,759 2,341 2,041 2,055 1,386 7,095,703 7,117,568 8,107,897 5,279,336 2,882,381 187,381,273 192,132,278 196,289,556 109,596,160 59,653,713 105,743,648 112,564,277 137,843,727 86,876,826 49,242,103 56.4% 58.6% 70.2% 79.3% 82.5% $6,148,222 $5,774,239 $6,699,813 $4,376,776 $2,545,016 . 1,891,989 1,465,102 1,672,872 277,238 281,808 321,940 340,486 218,038 169,396 107,245 70,090 71,664 24,139 25,413 12,644 $8,432,241 $7,651,491 $8,614,862 $4,848,823 $2,946,713 7,797,320 7,853,822 9,221,022 4,555,646 2,774,292 $ 634,921 $ 202,331* $ 606,160* $ 293,177 $ i 172,421 CENTS PER SEAT MILE 3.28 3.00 3.41 3.99 4.27 1.01 .76 .85 .25 .47 .17 .18 .12 .16 .18 .04 .04 .01 .02 .02 Total operating revenues 4.50 Total operating expenses 4.16 3.98 4.39 4.42 4.94 4.09 4.70 4.15 4.65 Operating profit or loss* 34 .11* .31* .27 [7 FOREIGN OPERATIONS During 1948 your Company continued its daily service to Havana and in addition inaugurated service three times a week from Houston and New Orleans to Caracas, Venezuela, with intermediate stops at Havana and Kingston, Jamaica. This new service proved so promising from its beginning on July 31st that a fourth weekly round trip was added on December 19th. It is hoped that permission to operate daily service may shortly be obtained from the Venezuelan government, since the community of interest between the oil industry of California, Texas, Oklahoma and Louisiana, and the oil fields of Venezuela is growing steadily and presents an attractive potential for development. Your Company has also been highly successful in the sale of all expense vacation tours to Havana. Twenty-five hundred of these cruises were sold in 1948 and promotional work of the same sort is now being extended to Jamaica. This merchandising of all-expense tours is unique in the air line industry and has contributed greatly to increased traffic throughout the system. Indeed, as opportunities for expansion in the United States become more restricted, your Company's foreign routes may well offer the bright est prospects for future development. Comparative statistics for your Company's international system from the inauguration of service on November 1, 1946, to December 31, 1948, follow: Comparative Statistics--International Operations 1946 1948 1947 Two Months Route miles in operation 2,939 685 685 Revenue plane miles flown 806,480 473,256 74,117 Revenue seat miles flown ... 38,853,777 19,747,049 2,305,710 Revenue passenger miles .. 13,195,890 6,699,985 895,295 Load factor 34.0% 33.9% 38.8% Operating Revenue: Passenger and excess baggage.. 1,048,967 $ 455,236 $ 61,234 Mail 910,838 443,812 69,580 Express and freight 56,444 14,466 4,629 Miscellaneous 4,362 161 8 Total operating revenues 2,020,611 $ 913,675 $ 135,451 Total operating expenses .. 1,766,194 955,092 224,624 Operating profit or loss* ..$ 254,417 $ 41,417* $ 89,173' Cost per plane mile $2.19 $2.02 $3.03 8] MAIL RATES Domestic mail pay is being received under a final rate order issued by the Civil Aeronautics Board on July 28, 1948. This order provides a sliding scale formula based on scheduled miles and load factors, with an automatic downward adjustment which became effective when service was inaugurated to Caracas on July 31, 1948. Under this order domestic mail pay for 1948 amounted to $1,891,989, an average of 26.7 cents per plane mile. On the basis of present schedules and load factors, the mail rate is currently yielding about 25.4 cents per plane mile. The mileage rate will decrease in proportion to any increase in schedules and will also decrease about .9 cents for each percentage point gain in load factor above 55%. Since under the Civil Aeronautics Act of 1938 mail pay is intended to aid carriers "to maintain and continue the development of air trans portation to the extent and of the character and quality required for the commerce of the United States, the Postal Service, and the national defense," it seems appropriate to relate the mail pay received to total services rendered in commerce--that is, to total ton miles of all traffic carried, including passengers, mail, freight and express. On this basis, for the twelve months ended June 30, 1937, your Company's mail pay amounted to 74 cents per ton mile of total revenue traffic. This was re duced to 25 cents per ton mile in 1941, the last prewar year, and fur ther to 16 cents per ton mile for the year 1948 on your Company's do mestic system. During this period the cost of living index has gone up from 99.2 to 171.2. Thus it will be seen that in terms of units of service performed, there has been a decline in government aid of 78% since 1937 while the cost of living index has risen 73%. International mail pay is being received under temporary rate orders issued by the Civil Aeronautics Board on March 20, 1947, and May 6, 1948. The rate was 95 cents per plane mile up to the inauguration of service to Caracas on July 31, 1948, at which time it was increased to $1.25 per plane mile. Here again the rate varies with miles scheduled, though not with changes in load factor. International mail pay received in 1948 was at the average rate of $1.13 per plane mile. The current rate on present schedules is $1.05 per plane mile and this will be reduced to 70 cents a mile when daily service is inaugurated to Caracas. These in- 9 ternational rates are all temporary and subject to retroactive adjustment from the beginning of foreign service on November 1, 1946. The final rates may be either higher or lower than the temporary rates. EQUIPMENT During 1948 your Company operated twelve 21-passenger DC-3 and five 50-passenger DC-4 airplanes. At the end of the year the DC-3's were fully depreciated to a residual value of $3,000 each. The DC-4's are be ing depreciated to a residual value of $30,000 each by June 30, 1950. A sixth DC-4 airplane was purchased in January 1949 to provide the equip ment needed for expanding schedules in the Caribbean. Your Board does not believe that any commitments for new equip ment should be made at this time. Until the new types of aircraft are thoroughly shaken down, operating costs will continue to be high, and the initial cost imposes heavy amortization, interest and insurance charges. Assuming the present volume of traffic, the greater capacity of the new types will also result in less frequent schedules, which is un desirable. Your Company is studying with interest projects now under way to modernize the DC-3's and DC-4's. Meanwhile, depreciation re serves at the rate of approximately $65,000 per month are being ac cumulated, which will be available for the purchase of new equipment at the appropriate time. ROUTE AWARDS AND CAB DECISIONS During 1948 the Civil Aeronautics Board re-affirmed its original award to your Company of the route between Memphis and Kansas City via Springfield, and service was inaugurated over this new segment on September 9, 1948. In addition, the restriction which had been placed on Route 8 affecting Chicago-Houston service was removed, permitting non-stop flights between these two cities as well as unrestricted service over the Little Rock cut-off. The investigations of your Company's domestic and international routes, begun in 1947, were terminated in 1948 without findings. 10] APPLICATIONS Your Company has several applications for changes in its overall route pattern on file with the Civil Aeronautics Board. These include, in part, the following proposals: (a) to add Baton Rouge as an intermediate point between Jackson and New Orleans; (b) to provide local service between New Orleans and Houston; (c) to operate non-stop between Chicago and Havana; (d) to add Maracaibo, Venezuela, to the inter national service; and (e) to make Kingston rather than Havana the branching-off point of the foreign route. The several applications are in various procedural stages before the Civil Aeronautics Board. At this time no assurance can be given as to which, if any, will be acted upon favorably. OUTLOOK FOR 194 9 Enclosed with this report is a reprint of an article by the Chairman of your Board which examines the outlook of the industry for 1949 and expresses the opinion that a more favorable climate now exists in Wash ington for development of the air lines as a whole. Your Company should share in this progress and is now in a better position to do so than at any time since the war. In estimating the forces working in our favor your Board wishes to stress the high level of the morale of our employees. It is believed that if your Company is under any competitive disadvantage while awaiting a choice of new equipment, this is more than offset by the team spirit of its organization and the attitude of friendly helpfulness to the public which has become more and more an outstanding feature of Chicago and Southern service. During 1948 your Company completed its twelfth year without an accident. ANNUAL MEETING The annual meeting of stockholders will be held at the Company's General Offices at the Municipal Airport, Memphis, Tennessee, at 2 p. m. on Tuesday, May 3, 1949, for the purpose of electing a Board of Directors for the ensuing year and transacting such other business as may come before it. It is hoped that you will be able to be present at this meeting. By authority of the Board of Directors, Chairman of the Board President February 23, 1949 [11 CHICAGO AND SOUTHERN AIR LINES, INC. ASSETS 1948 1947 CURRENT ASSETS: Cash $1,320,156 $1,463,058 United States Government securities, at cost 999,985 -- Receivables from--- Air lines, customers, agencies, etc 699,287 532,188 United States Government 871,919 272,714 Materials and supplies, at average cost 198,291 207,582 Total current assets $4,089,638 $2,475,542 OTHER ASSETS AND DEFERRED CHARGES: Prepayments $ 331,861 $ 229,511 Miscellaneous 101,791 46,880 $ 433,652 $ 276,391 OPERATING PROPERTY AND EQUIPMENT: Flight equipment $4,109,679 $4,138,655 Other property and equipment 1,049,300 954,159 Work in progress 937 356,821 $5,159,916 $5,449,635 Less--Reserves for depreciation (Note 3) 3,276,276 2,807,842 $1,883,640 $2,641,793 FRANCHISES AND GOODWILL $ 1 $ 1 $6,406,931 $5,393,727 The accompanying notes constitute 12] BALANCE SHEETS-DECEMBER 31, 1948 AND 1947 LIABILITIES 1948 CURRENT LIABILITIES: Notes payable to banks $ -- Accounts payable 550,300 Traffic balances and deposits payable 489,454 Accrued federal and state income taxes 210,000 Other current and accrued liabilities 31,660 Total current liabilities $1,281,414 NOTES PAYABLE TO BANKS, Due after one year $ --- UNEARNED TRANSPORTATION REVENUE .,,.$ 120,617 CAPITAL STOCK AND SURPLUS: Capital stock--authorized 650,000 shares, without nominal or par value; issued and outstanding 509,326 shares $4,893,645 Earned surplus (deficit*) since May 23, 1938. . 111,255 $5,004,900 $6,406,931 an integral part of these statements. 1947 $ 500,000 492,889 398,004 36,245 $1,427,138 $ 560,000 $ 94,694 $4,893,645 1,581,750* $3,311,895 $5,393,727 [13 CHICAGO AND SOUTHERN AIR LINES , INC. STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1948 AND 1947 1948 OPERATING REVENUES: Passenger and excess baggage (Note 1) $ 7,197,189 Mail (Note 2) 2,802,827 Express and freight 378,384 Miscellaneous (net) 74,452 1947 (Note 2) $ 6,229,475 1,908,914 354,952 71,825 Total operating revenues $10,452,852 $ 8,565,166 OPERATING EXPENSES: Flying and ground operations $ 4,023,103 Maintenance 1,960,555 Traffic, sales and advertising 1,967,533 General and administrative 718,031 Depreciation (Note 3) 894,292 $ 3,245,888 2,031,170 1,774,908 785,430 971,518 Total operating expenses $ 9,563,514 $ 8,808,914 NET INCOME (LOSS*) FROM OPERATIONS....$ 889,338 $ 243,748* OTHER DEDUCTIONS (NET) 39,861 32,255 NET INCOME (LOSS*) BEFORE INCOME TAXES $ 849,477 $ 276,003* PROVISION FOR FEDERAL AND STATE INCOME TAXES (Note 4) 210,000 -- NET INCOME (LOSS*) $ 639,477 $ 276,003* STATEMENT OF EARNED SURPLUS SINCE MAY 23, 1938 YEAR ENDED DECEMBER 31, 1948 BALANCE DECEMBER 31, 1947 (Deficit*) $ 1,581,750* Add: Retroactive mail pay applicable to years 1946 and 1947 $ 1,053,528 Net income for the year ended December 31, 1948 639,477 1,693,005 BALANCE DECEMBER 31, 1948 $ 111,255 The accompanying notes constitute an integral part of these statements. 14] CHICAGO AND SOUTHERN AIR LINES , INC. NOTES TO FINANCIAL STATEMENTS 1. Domestic passenger fares were increased 10% effective December 12, 1947, and a further 5% effective September 12, 1948. 2. Domestic mail revenue from the United States Government for the year 1948 has been based on final rates fixed by the Civil Aeronautics Board in a rate order issued on July 28, 1948. This order also awarded the Company additional retroactive mail compensation of $1,053,528 for 1946 and 1947, of which $523,862 has been allocated to the year 1947. The income for 1947 has been restated to include this addi tional mail revenue. International mail revenue from the United States Government has been based on temporary rates fixed by the Civil Aeronautics Board in rate orders issued on March 20, 1947, and May 6, 1948. The final rates for international mail pay will be retroactive to the beginning of service on November 1, 1946, and may be either higher or lower than the temporary rates. 3. The Company operates a fleet of 12 DC-3 and 5 DC-4 aircraft. All of the DC-3 aircraft (costing $1,339,992, including spares) were fully depreciated to a residual value of $118,853 at or prior to June 30, 1947. In view of continuing operation, these aircraft were further de preciated during 1948 to the lower residual value of $37,769. The DC-4 aircraft (costing $2,769,687, including spares) are being depre ciated to a residual value of $150,000 by June 30, 1950. 4. The provision for federal income tax for the year 1948 has been re duced approximately $138,000 by the carry-over of losses from prior years under the provisions of the Internal Revenue Code. Net income for 1948 without this tax benefit would be $501,477. 5. Stock purchase warrants have been granted to two officers, entitling one to acquire 10,000 shares of capital stock and the other to acquire 5,000 shares of capital stock at a price of $10 per share prior to 1956. The market quotations of the capital stock at the date of fixing the price of the warrants were less than $10. [U ARTHUR ANDERSEN & co. ACCOUNTANTS AND AUDITORS 506 OLIVE STREET ST. LOUIS 1 TO THE BOARD OF DIRECTORS OF CHICAGO AND SOUTHERN AIR LINES, INC: We have examined the balance sheet of CHICAGO AND SOUTHERN AIR LINES, INC. (a Delaware corporation) as of December 31, 1948, and the related statements of income and surplus for the year then ended. Our examination was made in accordance with generally 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 related state ments of income and surplus present fairly the financial position of Chi cago and Southern Air Lines, Inc., as of December 31, 1948 and the results of its operations for the year then ended, and were prepared in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding year. ARTHUR ANDERSEN & CO. St. Louis, Missouri February 15, 1949. 16] CHICAGO AND SOUTHERN AIR LINES, INC. FINANCIAL ANALYSIS Per Share of Capital Amount Stock BALANCE SHEET POSITION--DECEMBER 31, 1948 Cash and United States Government securities $ 2,320,141 $ 4.56 Less total liabilities 1,402,031 Cash in excess of total liabilities $ 918,110 $ 1.80 Accounts receivable 1,571,206 3.09 Inventories of materials and supplies 198,291 .39 Net working capital $ 2,687,607 $ 5.28 Operating property and equipment (Net).... 1,883,640 3.70 Prepayments, deferred charges, and other assets 433,652 .85 Route certificates, franchises, and goodwill.... 1 Net worth of stockholders' equity $ 5,004,900 $ 9.83 OPERATING RESULTS--YEAR 1948 Total operating revenues $10,452,852 $20.52 Net income before taxes 849,477 1.67 Net income after taxes 639,477 1.26 Ratio of net income after taxes to operating revenues 6.1% Ratio of net income after taxes to net worth 12.8% Common stock outstanding 509,326 shares Preferred stock outstanding None Bank loans, bonds, or other long-term debt None [17 di*f