GENERAL OFFICES: 6201 Thirty-Fourth Avenue South, Wold-Chamberlain Field, Minneapolis 23, Minnesota H. N. CARR* WERNER L. CHRISTENSEN ARTHUR E. A. MUELLER H. N. CARR . . . FRANK N. BOTTOMER ARTHUR E. SCHWANDT BERNARD SWEET ALVIN D. NIEMEYER R. H. BENDIO, SR. . GARNET F. DECOURSIN* ROBERT F. GROVER ARTHUR E. A. MUELLER* A. L. WHEELER K. B. WILLETT * Executive Committee . . . . . Chairman of the Board President and General Manager Vice-President, Traffic and Sales Vice-President, Industrial Relations Secretary-Treasurer Operations Manager Director of Maintenance and Engineering MARSHALL & ILSLEY BANK MILWAUKEE, WISCONSIN Dramatic achievements in all cat~gories of opera- tions, traffic, and finance during 1954 elevated North Central Airlines to a new position of leadership in the local service airline industry. Most Profitable Year Substantial increases in schedules, outstanding im- provements in flight performance, a high level of over-all company efficiency and all-time records in passenger, air mail, and air express traffic brought North Central the most profitable year in its history and a reputation as one of the lowest-cost, highest- profit operations in the industry. The profits of 1954 together with a series of improvements in financing during the year have brought your company to the position of one of the most financially stable of the nation's 13 local airlines. In the fall of 1954 North Central attained first place among the local airlines in number of passengers carried and continued second in air mail volume. The company also continued to lead the industry by a wide margin in air express tonnage as it has in the past three years. Revenues and Expenses Your company realized a record net profit of $111,707 in 1954 as compared to a net loss of $114,588 in 1953. The 1954 profit was after depreciation charges of $535,557 and was achieved despite a reduction of $139,764 in mail revenues. This profit reduced the company's net deficit from $320,513 at the beginning of the year to $208,806. Non-mail revenues increased sharply, from $2,413,030 in 1953 to $3,495,123 in 1954. This is a gain of 45%. These revenues were: passenger $3,351,782 (up 45%), air express $75,630 (up 11%), charter service $46,734 (up 84%), and excess baggage $20,975 (up 33%). Mail revenues were $2,328,921, and revenue from all these sources totaled $5,824,042. Operating expenses were $5,657,261, resulting in a record operating profit of $166,781. Non-operating expenses were $55,074 which, deducted from the operating profit, leaves the net profit of $111,707. Earnings per share of stock outstanding amounted to $2.16 before depreciation and $.37 per share after depreciation. The large depreciation charge of $535,557 results primarily from the industry practice of depreciating aircraft over a period of only three years. By the end of 1956 all of your company's 18 DC-3s will be fully depreciated. New Management On April 7, 1954, H. N . Carr, a Director and former Executive Vice President, assumed the presidency, succeeding Howard A. Morey who resigned as Presi- dent and Member of the Board of Directors. This Board vacancy and another created by the resignation of Harold H . Emch were filled by the elections of Robert F. Grover and Kenneth B. Willett at the annual stockholders' meeting on April 7. . The Board was reduced to seven members in De- cember by the resignations of R. B. Stewart and Grove Webster of the Purdue Research Foundation in accord- ance with terms of the Foundation's agreement with the company. The agreement stipulated that when the company's loan was liquidated, as it was on December 10, the Foundation would relinquish membership on the Board. After becoming president, Mr. Carr instituted a series of changes in the company's administrative organization. Among these was the promotion of Bernard Sweet from Acting Treasurer to Secretary- Treasurer. Alvin D . Niemeyer, former Civil Aeronau- tics Administration official, was named Operations Manager upon the resignation- of Capt. Robert J. Ceronsky who returned to flying for the company. Arthur E. Schwandt, formerly Vice President-Secretary of the company, was appointed Vice President-Indus- trial Relations. Financial Recovery Having concluded the year 1953 with a net loss of $114,588 and continuing to operate at losses averaging $57,000 monthly in January, February, March, and April of 1954, new management developed a program to reduce costs drastically, improve over-all efficiency, increase passenger business, and strengthen the com- pany's financial condition. Additional flights were scheduled to increase equip- ment and personnel utilization and to meet growing demands for more and better service. These additional miles were flown with no appreciable increase in over- head and lowered plane-mile costs from an average of $1.24 in the first four months of the year to an average of $1.02 in the remaining eight months. Passenger revenues on the new flights more than offset the limit- ed cost of the additional mileage. A high level of efficiency was achieved through im- proved operating techniques and acquisition of new maintenance and ground equipment. Consolidation of the company's general offices and operations base at a single location at Wold-Chamberlain Field, Minne- apolis-St. Paul, was also an important step in achieving an effective operation. Improved Financial Position While a profitable operation was the primary factor, two major steps in financing contributed substantially to North Central's improved financial position. Dur- ing the summer the company issued $215,000 of 10- year, 6% convertible debentures, due July 31, 1964. These debentures are convertible into shares of com- mon stock of the company until maturity unless called for previous redemption (see note No. 4 to .financial statement). In December the $600,000 balance then outstand- ing on a $1,000,000 loan from the Purdue Research Foundation was re.financed by a loan from the North- western National Bank of Minneapolis. This re.financ- ing lowered the interest rate to 4%, reduced the amount of monthly installments and extended the period of the loan to December 10, 1957. This loan is secured by a mortgage on the company's flight equip- ment (see note No. 5 to .financial statement). As a result of the year's pro.fits and favorable .financ- ing, your company was able to reduce its 1953 net working capital deficit of $627,763 to only $14,735 which, for practical purposes, is a one-to-one ratio. This is the most favorable net working capital position ever achieved by the company. The reduction in net working capital deficit is re- .fleeted primarily in an increase of cash from $74,544 at the beginning of 1954 to $258,870 at the close of the year, and in a reduction of trade accounts payable from $606,046 at the beginning of 1954 to $244,966 at the close of the year. All of the company's accounts payable were made completely current by September 30, 1954 and have been maintained on a current basis since that date. During the year conferences were held with the Mail Rate Section of the Civil Aeronautics Board on the company's permanent mail rate case. On Decem- ber 10, the Board established a .final rate through June 30, 1954 and also established a sliding scale formula for the period beginning July 1, 1954. The rate on this formula varies with the company's passenger load factor. It is one of the lowest mail rates in the local service industry, evidencing the company's improved .financial position. Declining Per Cent of Air Mail Revenue 83% 79 % to Total Revenue 75% 56% 52% 51% 40% I 1948 1949 1950 1951 1952 1953 1954 New Services During 1954 North Central Airlines provided 21% more service for the traveling public than was offered in 1953. Flights were added on nearly every segment of the company's system. The most notable increase was between Chicago and Milwaukee where fre- quency reached 44 flights daily. Scheduled route miles .flown during the year totaled '5,174,209 compare Gal 20,594 794"> Gain 22,303 604"> Gain 48,797 504"> 40,555 97% 48,095 1164"> *Operations commenced February 24, 1948 96,265 97% 60,292 49% 107,408 1234"> 153,047 59'61 94,696 57% 138,341 29% 217,663 42% 161,963 17'61 N. D. S. D. ILL. LAKE HURON MICH. "' ------ --~ - ~ =-=~~...-...... .... - , SYSTEM MAP show i ng proposed extensions Certificated routes now served. Lake Central Airlines, Inc. The purchase of this airline by North Central awaits approval by the Civil Aeronautics Board. Not shown are helicopter applications filed with the Civil Aeronautics Board proposing service in the Chicago- . Milwaukee, Detroit, and Minneapohs- St. Paul areas. !!!.!!!!IIP CURRENT ASSETS Cash ... . ... ... . . ...... . .... .. . . . . .. . . . . . . .... .. ... . Accounts receivable United States Government .. . . . . .. . ....... . . . . . . ... . Traffic .. . .. . . . . . . . . .. .. . . .. . .. . .. . . .. . . ... . ...... . Other . .. ... . .. . . . .... .. . . . .. ... . . .. . ... . ... . . . . . . Inventories-at cost Parts and supplies .. . . . ... . . . . . . .. . .. .. . .. . . .. . .. . . . Gasoline and oil . ..... . . . . . .... .. . . .. . .. . . . . . ... . . . Prepaid expenses and sundry deposits ... . .. . .. . . . .. .. . . . INVESTMENTS- AT COST Aeronautical Radio, Inc .. . . .. . . . . ... ..... .. . . . .. .. .. . . Airlines Clearing House, Inc ... ... . .... . . . . .. . .... ... . . OPERATING PROPERTY AND EQUIPMENT Flight equipment (equipment costing approximately $1,960,000 pledged as security for note payable) . . ... . . Ground equipment ... . . . . .. . . . . . . .. ...... . . .... . . . .. . Hangar building and improvements to leased property . .. . Furniture and fixtures . . .... . ... . .. . ............ . .. . .. . Total-at cost . . . . . ... . .. .. .. .. ... . . . .. . .. . . . .. . Less depreciation to date . . ... . .... . ...... .. . . . .. . . . . . . DEFERRED CHARGES Route development expense .. .. . . .. ... . . .. ... . .. . . . . . . Other ......... .. . . . ... . . . . ... . . . .. .. .. .. .. . . . .. . .. . $ 215,276 471,890 57,292 161,526 6,936 $ 258,870 744,458 168,462 21,395 1,000 101 2,167,704 318,577 74,639 68,675 2,629,595 1,318,478 27,526 23,051 $1,193,185 1,101 1,311,117 50,577 $2,555,980 I [' I I 11 \I I CURRENT LIABILITIES Notes payable Payments due within twelve months 4-% note payable . .... . . ... . . . . . .. . . . .. . . ... . .. . . Other notes payable ........ . .. . .... . .... . . ...... . Accounts payable Trade .. . .. . .. ... .... ....... . . . . .. .. . . ... Traffic . . ..... .. . .. . ...... . . .. .... . .... Unearned transportation revenue .. . . . ........... . ... . . . Income taxes withheld from employees . . . . . .. .... . .... . Accrued liabilities Salaries and wages . .. . . . ...... . . . ............ . .... . Taxes (other than income taxes) . . . .. ... .. ..... . .... . Other ..... .. . . .. . . . .. . . ... .. .. . .... . . . .... . .. .. . . NONCURRENT LIABILITIES 4-% note payable, secured by pledge of flight equipment, due in monthly installments to December 10, 1957 .... . Less payments due within twelve months . . . ... . ... . .. . . . Other notes payable, secured by pledge of certain equipment, due in monthly installments . ..... . . . .. . . . . Less payments due within twelve months .. . . . ......... . 6% convertible debentures, due July 31, 1964 . .... . .. . .. . CAPITAL Common stock-authorized, 750,000 shares of $LOO par value; issued and outstanding, 300,000 shares . ... .... . . Paid-in in excess of par value of stock issued, less organi- zation and capital stock expense written off ... . . . . . . . . . Earned surplus (deficit) .. . . . .. . .... . .... . . . ...... . . . . . $ 225,000 9,965 244,966 345,921 133,565 14,974 166,248 600,000 225,000 36,780 -9,965 300,000 636,051 $ 234,965 590,887 41,998 29,283 314,787 375,000 26,815 215,000 936,051 208,806 The accompanying notes to financial statements are an integral part of this balance sheet. $1,211,920 616,815 727,245 $2,555,980 YEAR ENDED DECEMBER 31, 1954 TRANSPORTATION REVENUE Mail ... .. ....... ... . . .......... .... .. ....... . . .... .. ....... ..... .. .. . $2,328,921 Passenger .. ............. . . . . , . .. . . . ..... .... ......................... . 3,351,782 75,630 20,975 46,734 tt;;:sb;ii;i~- -- . . . :::::::::::::::.:::::::::::::::::::::::::::::::::: Non-scheduled transport service . . . .. .. ... . . . ... ....... .. .. ... .......... . $5,824,042 OPERA TING EXPENSES Flying operations . ..... . . . ..... ... . ... ..... . ...... . . ... ..... . .... . . .. . . 1,654,155 724,209 941,297 365,761 252,160 651,665 139,796 392,661 535,557 Flight equipment maintenance ... . . . . ..... .................. . .. ......... . Ground operations ......... .. .. . ... .. ........ . . . . ................ . ... . Ground and indirect maintenance . . .. .. .. .... . .... . . . . . . . ...... . .. .... .. . Passenger service .... .... .... ........ . .. .... .. . . . ............ . ........ . 1'raffic and sales ...... . ......... .. .. .. ... . . ... . ...... . ...... . ......... . Advertising and publicity . .... ... ... .. . ......... .. . ................. . .. . General and administrative ..... . . . .... ... . . . . .. ... . ........ ... ......... . Provision for depreciation and obsolescence .. . . .. .. . ..... ................ . 5,657,261 166,781 Operating profit . . . ..... .. .. . ..... ... . ..... .. .... .. . . . . . . . . .. . OTHER INCOME Incidental revenue and cash discounts earned .. . . . . . . ..... . . . ..... .. ...... . 5,283 172,064 OTHER DEDUCTIONS Interest ... . . . . .. ... . .......... . ... . ... .. . . . . . ...... . ... .. . ....... . . . . 44,470 7,610 5,227 3,050 I.oss on sale of equipment ... ...... ...... . ...... . ... . .... ..... . . . . . .. .. . Amortization of extension and development expense .. . ................... . Sundry .. ... .. .................................... . ....... ... .. . .... . . 60,357 NET EARNINGS ...... . ..... ... ........... . .... .. .. . . . . . . . .... . . . $ 111,707 The accompanying notes to financial statements are an integral part of this statement of earnings. YEAR ENDED DECEMBER 31, 1954 Earned surplus (deficit)-January 1, 1954 .. ...... .. ............. . . .... . ........ ... .. .. .... . Net earnings for the year ended December 31, 1954 . . .. ...... .. .. .. ............ . ...... ..... . $320,513 111,707 EARNED SURPLUS (DEFICIT)...:_DECEMBER 31, 1954 .............................. . $208,806 The accompanying notes to financial statements are an integral part of this s_ tatement of earned surplus. NOTES TO FINANCIAL STATEMENTS- December 31, 1954 1. The company is operating under a temporary certificate of public conven- ience and necessicy granted by the Civil Aeronautics Board for a period of five years terminating on September 30, 1955. The company has filed a petition with the Board requesting that a permanent c.ertificate be issued. 2. Mail revenues from the United States Government through June 30, 1954 are stated in accordance with final rates established by the Civil Aeronautics Board. Mail revenues from July 1, 1954 are based on a permanent sliding scale rate as fixed by the Board on December 10, 1954. 3. It was not necessary to provide for Federal or State income taxes on earnings of the current year as the carryover of prior years' net losses are sufficient to eliminate any tax liability. 4. During 1.954 the company issued $215,000 of 6% convertible debentures due on Julv 31, 1964. The debentu1es may be redeemed by the company in whole, or from time to ame in the amount of $1,000 or any multiple thereof, by giving at least thirty days notice. A premium will be paid on the redemp- tion of any debentures priorto July 31, 1959, as follows : 3% of the principal amount of debentures redeemed from July 31, 1954 to and including July 31, 1956; 2% of the principal amount of debentures redeemed from/uly 31, 1956 to and including July 30, 1958, 1% of the principal amount o deben- tures redeemed from July 31, 1958 to and including July 30, 1959. No premium will be paid on debentures redeemed subsequent to July 30, 1959. The debentures are convemble to common stock of company, as follows : $3.00 principal amount of such debenture for each share of common stock converted on or before July 30, 1959; $4.00 principal amount of such debenture for each share of common stock converted on or before July 30, 1961 ; $5.00 principal amount of such debenture for each share of common stock converted on or before July 30, 1964. 5. On December 3, 1954 the company entered into a loan agreement with the Northwestern National Bank of Minneapolis under which the company borrowed $600,000 at 4% repayable in monthly installments with the last payment due on December 10 1957. As security for the loan, the company pledged eighteen DC-3 aircraft. Among other things, the company agrees that it will maintain current assets that are equal to or in excess of its current liabilities; however, for the purpose of this computation current liabilities will not include any indebtedness to the bank under this loan agreement. The proceeds of the loan were used to pay the indebtedness to the Purdue Research Foundation. 6. On February 19, 1953 the company adopted a stock option plan for emJ?loy- ees. The plan calls for the setting aside of 60,000 shares of authorized but unissued common stock of $1.00 par value per share of the company. Options for the purchase of such stock at $2.8125 per share will be granted from time to time by the Board of Directors. This plan will terminate on February 19, 1956. On January 21, 1955 the Board of Directors approved an option to two officers of the company to purchase 10,000 shares each at the price stated above. 7. The company has an agreement to purchase 80,054 shares or approximately 96% of the capital stock of Lake Central Airlines, Inc. The contemplated acquisition is awaiting approval of the Civil Aeronautics Board. 1954 1953 Operating Revenues Passenger .. ..... .. .. . . . . . ..... . $3,351,781.58 $2,303,738.15 Mail .... ... .. . . ... ... . . . . . .... 2,328,920.66 2,468,685.07 Express .. ..... . .......... . ..... 75,630.18 68,117.20 Excess Baggage . . ...... . ....... . 20,975.32 15,738.68 Non-Scheduled Trans port Service . . 46,734.15 25,436.29 TOTAL ..... . . . . . . . . . . . . . ..... .. .. $5,824,041.89 $4,881,715.39 Operating Expenses Flying Operations . . ............ . $1,654,154.77 $1,378,219.93 Flight Equipment Maintenance . . . 724,209.22 690,589.12 Ground Operations .. .. . .. . . ... . 941,297.10 854,544.61 Ground and Indirect Maintenance . 365,761.44 362,023.66 Passenger Service ... ... . . ... . . . . 252,159.61 207,488.94 Traffic and Sales . .. .. . .. . . . . .. . . 651,664.67 557,884.89 Advertising and Publicity .. . .... . 139,796.36 116,451.67 General and Administrative . .. . . . . 392,661.04 335,891.60 Depreciation and Obsolescence ... 535,557.08 428,307.61 TOTAL. . . .. . .. .. ..... .. . . .. . . . ... $5,657,261.29 $4,931,402.03 Net Operating Income (or Loss) . . 166,780.60 (49,686.64) Amortization of Route Develop- ment Expense . .... .. ....... . . (5,226.58) (10,618.48) Other Income or Expenses, Net .. . (49,846.70) (54,283.13) Net Profit or (Loss) ..... .. . ..... $ 111,707.32 $ (114,588.25) 1952 1951 1950 1949 1948 $1,470,536.00 $ 860,598.47 $ 427,278.43 $ 271,575.86 $113,648.51 1,681,541.47 1,181,596.40 1,355,145.00 1,036,243.00 580,968.00 55,861.17 45,172.61 18,636.56 8,363.95 5,962.67 12,783.22 5,643.14 2,418.65 1,519.04 1,012.27 -0- -0- -0- -0- -0- $3,220,721.86 $2,093,010.62 $1,803,478.64 $1,317,701.85 $701,591.45 $ 910,778.83 $ 591,244.85 $ 459,643.25 $ 350,180.45 $190,630.20 483,291.68 275,469.03 267,105.13 229,945.55 127,966.18 631,215.95 417,329.17 418,593.97 321,057.28 201,761.50 288,406.96 153,247.64 133,142.06 110,236.03 50,414.32 137,651.63 80,588.72 14,160.56 6,791.19 3,294.22 313,469.88 182,929.45 38,138.56 26,964.07 16,749.99 60,030.18 65,295.07 30,069.09 20,302.56 15,682.92 277,638.21 198,235.10 161,234.03 138,423.88 94,069.39 205,192.44 143,722.21 120,329.42 99,598.50 54,645.15 $3,307,675.76 $2,108,061.24 $1,642,416.07 $1,303,499.51 $755,213.87 (86,953.90) (15,050.62) 161,062.57 14,202.34 (53,622.42) -0- -0- (65,014.65) (86,291.77) (73,525.07) (36,438.92) 21,317.61 (3,935.17) (3,793.61) (896.51) $ (123,392.82) $ 6,266.99 Board ofn irectors North c $ 92,112.75 e11tral A . J' It mes, Inc. We have INc examined the . (a "Wiscons. balance sh $ (75,883.04) $(128,044.00) Illenrs of ear . in corporation) eer of NOR.Tr_, nings as of D -:i CENT _ was made in accord and earned surplus fo ecember 31, 1954 a RAL AIR.LINES ingly included Suchance With generally a: the Year then ende;dOthe related state_' Procedures tests of th cepted aud . . ur exam. . as We considered e accounting r 1t111g standards I1Jat1011 I necessary . ecords and ' and accord. n our Opin. in the circu such Other . and ion, the ac mstances auditing earned surplus companying b . Inc. at Decemb Present fairly the Ii alance sheet and ended er 31, 195 nancial . statemen ' in confo 4 and th Pos1t1011 of ,u ts of earnin a rmiry h e result qotth C gs consistent basis thr Wit generally acce" sd of its operation r entral Airlines ough ..,re ,or th our the Year accountmg " e Year then ,-,r1nc1ples applied on Milwaukee w F: , isconsin ebruary 14 1955 STEWARDESSES JOIN NORTH CENTRAL CREWS MODERN PASSENGER LOUNGE IN CHICAGO SERVICE INAUGURATED TO RESORT CENTERS NEW GENERAL OFFICES DC-3 NORTHLINER IN FLIGHT MODERNIZED NORTHLINER INTERIOR \ I ' -------- \ . ~ V ~: ~~> -;/"',Jf .. ~ ~"'I "" LINE MAINTENANCE AT TWIN CITIES BASE NEW GROUND OPERATIONS EQUIPMENT