ANNUAL REPORT 1969 NORTH CENTRAL AIRLINES GENERAL OFFICES: 7500 Northliner Drive, Minneapolis, Minnesota 55450 BOARD OF DIRECTORS Hal N. Carr* Chairman D. E. Crooker G. F. DeCoursin* MANAGEMENT Chan Gurney Samuel H. Maslon * Jay Phillips Hal N. Carr ....... . .... . ..... . ..... . Chairman of the Board and Chief Executive Officer Bernard Sweet ......... . ......... . .................. President John P. Dow ......... . ............ Vice President and Secretary Leslie J. Keely ..... .. ........ Vice President-Maintenance and Engineering Daniel F. May ... . ... . ... . ........ Vice President and Treasurer REGISTRARS AND STOCK TRANSFER AGENTS Northwestern National Bank of Minneapolis; Minneapolis, Minnesota First National City Bank; New York, New York Morton B. Phillips Joseph E. Rapkin H. P. Skoglund Bernard Sweet Kenneth B. Willett Robert G. Zeller Executive Committee David E. Moran . .. ..... . ..... Vice President-Traffic and Sales T. M. Needham ... . ........ Vice President-Ground Operations Arthur E. Schwandt ....... . Vice President-Industrial Relations G. F. Wallis ... . ...... . ........ Vice President-Flight Operations Gowan J. Miller ................... . Charlotte G. Westberg ..... . . . .Assistant Secretary . . . Assistant Secretary March 6, 1970 TO OUR STOCKHOLDERS, EMPLOYEES ANO FRIENDS: North Central Airlines has completed another year of progress and a decade of impressive growth. Revenues for 1969 increased by a record $13,202,000 to reach $68,428,000-a 24 percent gain over 1968. For the second consecutive year, the company carried more than three million passengers, up 229,003 to 3,242,819. Revenue passenger miles advanced 18 percent to 609,973,000. Daily and monthly traffic highs were also established as 13,619 passengers flew August 1, and 353,907 were carried in August. With operating expenses of $68,035,000, including depreciation of $5,606,000, the airline achieved a $393,000 operating profit in 1969. The company's extensive equipment modernization program caused the substantial increase in depreciation, as well as the rise in interest expense of 56 percent to $4,830,000. After income tax credits, the net loss for 1969 was $2,378,000. However, no capital gain was recorded in 1969, while the net income of $70,000 in 1968 included a $1,184,000 gain on disposition of equipment. In perspective, the year was one of the most difficult the airline industry has yet experienced. During the second half of 1969, all the carriers suffered from an unanticipated slowdown in their traffic growth. This was attributed largely to the influence of anti-inflationary measures enacted by the Federal Government. The result of the softening of traffic was magnified by the continued rising costs of labor and material. All nine of the regional airlines incurred losses in 1969, and the total loss mounted to approximately $60 million. Despite the present adverse economic conditions, the 1970 outlook is encouraging for North Central. The full 12-month effect of fare increases granted by the Civil Aeronautics Board in February and October 1969 has not yet been realized, and will generate greater revenues in 1970. Besides this, two recent actions by the Board will strengthen the 1970 earnings picture even more-the distribution of a larger share of interline fares to the regional carriers and the elimination of public service revenue reductions with new routes. During 1969, North Central was awarded 1,760 additional route miles. The C.A.B. approved a Minneapolis/St. Paul-Denver route, and nonstop fan jet service was inaugurated in June. The com- pany also received authority for Twin Cities-Chicago nonstop flights. In November 1969, North Central was granted Milwaukee-Ohio service to Cincinnati, Columbus, and Dayton. Flights started March 1, 1970. The airline has applied for over 16,000 new route miles to serve another 22 communities in nine states, the District of Columbia and two Canadian provinces. A C.A.B. Examiner has recommended North Central for nonstop authority from both Minneapolis/St. Paul and Milwaukee to New York/ Newark. The Board's final decision is expected in 1970. At a special meeting in September, the company's stockholders approved an increase in the author- ized shares of common stock from 10,000,000 to 16,000,000. A portion of the additional shares were offered to the general public in October through a group of underwriters. The airline's new $15-million general office and main operations base at the Minneapolis-St. Paul airport was finished during 1969, and the dedication program was held in October. The era of introducing jet service to all North Central communities represents an investment of $93 million over the past 30 months. The company's fleet now consists of thirteen 100-passenger DC-9 fan jets and 34 Convair 580 prop-jets. Two more DC-9's are available for use during the year. The 1970's will be a decade of challenge for North Central. The company's effective cost control program will continue, major investments required for jet equipment and new facilities have been completed, and increased revenues are anticipated from new routes, fare increases, and a more favorable allocation of interline fares. Management believes that these developments will produce a substantial improvement in earnings for 1970. North Central looks forward to a rewarding year sup- ported by the efforts of its dedicated employees and its loyal stockholders and passengers. Sincerely, -/;f,,p~_ HAL N. CARR Chairman of the Board and Chief Executive Officer BERNARD SWEET President REV ENUE S $55 - - - - - - ------1 $511 - - - - - - - - - - - $4~- - - - - - - - - - - - 1 $3:>-- - - < $30- $25- 1965 '66 '67 2 '68 ANNUAL REPORT 1969 '69 FINANCIAL REVIEW North Central Airline's 1969 revenues reached a record high of $68,427,923. The company closed the decade of the 1960's with a $13,201,997 increase over 1968, the largest revenue gain in its 22-year history. Operating expenses, including depreciation, advanced 26 percent to $68,035,034 in 1969, and the company achieved an operating profit of $392,889, compared with $1,025,833 the previous year. Depreciation and amortization expense continued to rise in 1969-from $4,356,893 to $5,605,500-due large- ly to the acquisition of DC-9 fan jets and the completion of the Convair 580 conversion program. Related interest expense increased sharply to $4,829,814, up 56 percent compared with $3,092,015 in 1968. The resulting net loss for 1969 was $2,378,395 after income tax credits of $1,934,888. In 1968 the company's net income of $70,216 included a $1,183,588 gain from disposition of equipment, while no capital gain was realized in 1969. The actions taken by the Federal Government to com- bat inflation reduced the rate of traffic growth which the airlines have experienced in recent years. The downward trend in the economy for the last six months of 1969 had a double effect on the industry because traffic did not meet anticipated forecasts while inflation boosted the rising cost of labor, material, fuel, insurance, and interest. To improve the financial condition of the company, $9,760,832 was raised in October through a public offering of North Central stock and warrants, the addi- tional shares required having been authorized at a special stockholders' meeting in September. Revenues from traffic growth, new routes, recent fare increases, and a greater share of interline fares will also strengthen the airline's ability to emerge from the present period of economic weakness, when coupled with the company's expanded cost control program. North Central enters the 1970's with a strong potential for increased growth and improved earnings. TRAFFIC GROWTH North Central Airlines continued its record traffic growth in 1969 as 609,972,627 revenue passenger miles were flown for an increase of 18 percent over 1968. Some 3,242,819 passengers were carried during the year, a gain of eight percent compared with 1968. This was the second consecutive year the company boarded over three million passengers, and the passen- ger total was the highest in the airline's 22-year history. In addition, a monthly record was set in August with 353,907 passengers carried, 13 percent ahead of the same month of 1968. On August 1, 1969, a new single- day mark was reached as 13,619 passengers flew on the "Route of the Northliners." The conversion to an all jet-powered fleet early in 1969 contributed significantly to traffic increases as North Central's 100-passenger DC-9 fan jets and Convair 580 prop-jets provided greater capacity, speed and comfort to the traveling public. During peak periods, North Central added 1,018 "extra sections'' to its regular flights. These carried 31,552 passengers and flew 250,553 miles. The airline also operated 168 charters to 32 states and Canada, covering 246,921 miles and accommodating 18,302 passengers. To promote North Central service in the local communi- ties, the company's 202 scenic flights introduced the ad- vantages of jet-powered transportation to 11,625 people. North Central flew 1,543,706,426 seat miles in 1969, an 18 percent increase over the previous year, and avail- able ton miles reached 209,475,981, up 32 percent. A record 82,744,459 pounds of cargo (air freight, express, and mail) were carried on the airline's 90-city system in 1969. Total cargo ton miles rose to 8,293,640, an increase of 14 percent compared to 1968. Air freight was up a substantial 18 percent to 4,599,580 ton miles -and mail increased 15 percent to 2,466,849 ton miles flown. Since inaugurating service in 1948, the airline has carried 22,338,592 passengers and flown 3,785,433,524 passenger miles. North Central Airlines opened its new second-level pas- senger boarding gates at Minneapolis-St. Paul International Airport in 1969. Passengers can now board and deplane jet aircraft completely sheltered from the weather. Additional upper-level facilities were also installed at Milwaukee and Green Bay during the year. OPERATING PERFORMANCE North Central's operating performance for 1969 was one of the most outstanding records in the airline industry. In spite of an unusually severe and prolonged Midwest winter, the company achieved a completion factor of over 98 percent. Of its 23,018,925 scheduled miles, 22,577,216 were flown. One of the major reasons for this impressive perfor- mance was the airline's exacting and continuous main- tenance program. In 1969, less than one-tenth of one percent of North Central's 209,755 actual departures were cancelled for mechanical reasons, and less than one and one-half percent were delayed for mechanicals. North Central's "Operation Cold Front" again empha- sized winter operating techniques. This regular seasonal program covers refresher training of personnel and the preparation of ground equipment for adverse winter weather. The excellent 1969 performance record is the result of the dedicated efforts of all North Central employees to their job of keeping the Northliners flying. 3 4 ROUTE DEVELOPMENT In 1969, the Civil Aeronautics Board awarded North Central Airlines 1,760 additional miles which increased its route system by 24 percent. In April, the Board authorized the company to operate Denver-Minneapolis/St. Paul nonstop service. This is the airline's longest nonstop route. Daily prime-time DC-9 flights were inaugurated June 15. Already Denver has become the eighth most important revenue-generating station on North Central's system. The C.A. 8. lifted its operating restrictions on the Twin Cities-Chicago route in August, and nonstop fan jet flights started October 26. The direct service with 100-passen- ger DC-9's is in addition to the multi-stop flights North Central operates between these two metropolitan com- munities. The company also received permanent au- thority to provide nonstop service between Sioux Falls and the Twin Cities, and Sioux City-Kansas City. A decision in the Milwaukee Short Haul route case was made in November. North Central was certificated to serve three new cities in Ohio-Columbus, Dayton, and Cincinnati. The Milwaukee -Ohio flights are starting March 1, 1970. North Central will provide improved new service to this important market area. In the Twin Cities-Milwaukee Long Haul Investigation, the C.A. 8. Examiner recommended North Central to operate nonstop service to New York/Newark. A final decision in this case is expected in 1970. North Central currently has applications pending be- fore the C.A.B. for 16,327 additional route miles to serve 22 new communities in nine states, the District of Co- lumbia, and the Provinces of Manitoba and Quebec, Canada. If approved, these new routes would more than double the airline's present system and extend its service area as far north as Winnipeg, south to Dallas/Ft. Worth, Houston, San Antonio, Atlanta, Miami, Tampa, and east to Montreal, Boston, New York/Newark, Philadelphia, Washington/Baltimore, and several North Carolina cities. The company is continuing to pursue this ambitious route development program in the 1970's. The airline presently serves 90 communities in 12 states and Canada over a 9,200-mile route system. 1969 AWARDS: Denver-Twin Cities nonstop (694 miles) Milwaukee-Columbus one-stop via Dayton, and nonstop (355 miles) Milwaukee-Cincinnati one-stop via Dayton, and nonstop (348 miles) Milwaukee-Dayton nonstop (284 miles) Minneapolis/St. Paul-Chicago nonstop (334 miles) Sioux Falls-Minneapolis/St. Paul nonstop (permanent authority) Sioux City-Kansas City nonstop (permanent authority) AWAITING CAB DECISION: Twin Cities-Milwaukee Long Haul Investigation- New routes from the Twin Cities and Milwaukee to Boston, New York/Newark, Philadelphia, and Washington/ Baltimore (3,941 miles) North Carolina Points Investigation-New routes from Chicago to Charlotte, Greensboro/ High Point/Winston-Salem, and Raleigh/Durham (2,116 miles) Omaha and Des Moines Service Investigation- Nonstops from Omaha to Chicago, Minneapolis/ St. Paul, Denver, and Kansas City(l,350 miles) North Central Route Realignment Proceeding- The Board's staff has recommended combining a number of segments to permit gr.eater opera- ting flexibility. AWAITING CAB EXAMINER'S DECISION: Southeast Points Investigation-New routes from Minneapolis/St. Paul and Milwaukee to Miami, via Atlanta and Tampa (1,283 miles) Atlanta-Detroit, Cleveland, Cincinnati Investiga- tion (1,527 miles) Chicago-Baltimore Nonstop Service Investigation (622 miles) APPLICATIONS AWAITING HEARING: Minneapolis/St. Paul nonstop to Dallas/Ft. Worth, and one-stop via Kansas City. Also, nonstops from Dallas/Ft. Worth to San Antonio and Houston. (1,349 miles) Minot-Winnipeg and Duluth/Superior to Winnipeg (534 miles) Milwaukee-Denver nonstop (909 miles) Columbus, Dayton, Cincinnati and Indianapolis- Philadelphia nonstops (1,977 miles) Toronto-Montreal nonstop (315 miles) Minneapolis/St. Paul-Kansas City nonstop (406 miles) LOOKING TO THE 187O's NEW FACILITIES North Central Airlines officially opened its new $15-million general office and main operations base in October. Located at the Minneapolis- St. Paul International Airport on a 100-acre site, the headquarters combines the company's major corporate and operational functions into one massive 516,000-square-foot complex. The main base has three huge hangar bays and can service nine 100-passenger DC-9 fan jets at one time, or 15 Convair 580 prop-jets. Behind the bays are related shop areas, and nearby is the $900,000 jet-engine test cell. The general office is housed in the adjoining two- story building. North Central also operates an employee cafeteria and Flight Kitchen, becoming the first regional carrier to cater its own air- craft. Over 1,200 of the company's 3,100 emplQyees are based in the Twin Cities. At Milwaukee, the new $2.5-million boarding terminal, designed for North Central, was operational in December. Eight gates provide expe- dited check-in service and on-line transfers. At Minneapolis-St. Paul, Green Bay, and Milwaukee, second-level boarding facilities were added, and a new terminal was dedicated at Escanaba. The new Central Wisconsin Regional Airport, serving Wausau, Stevens Point, Wisconsin Rapids, and Marshfield, was opened in October with increased jet flights and more direct air service. ESCORT COMPUTER SYSTEM Early in 1969, North Central announced its agreement with International Business Machines for an $8-million Electronic System Combining Operations, Reservations, Telecommunications-known as ESCORT. Located in the new computer center at the company's Twin Cities headquarters, the basic equipment includes two I BM 360-65 and two Sanders 200 computers. The system is designed to expedite passenger reservations, message-switching, and flight information inquiries. Research and planning for North Central's entry into the computer- ized reservations age started in 1967 with an evaluation of specifications and the economic feasibility of completely automating reservations. During 1968 and 1969, key personnel from the Traffic, Ground Opera- tions, and Treasury Departments implemented the ESCORT project; and extensive programming modifications tailored the I BM system to North Central's requirements. The 1,315 separate programs of ESCORT then underwent intensive testing, and a sophisticated self-instruction course was developed to train North Central employees at all locations simultaneously. ESCORT's 380 remote agent sets, with attached keyboards, consist of TV-like units and typewriter devices. Linked with the four computers by 18,500 miles of telephone lines, the sets are installed at 160 loca- tions over the airline's 12-state system-reservations centers, city ticket offices, all airport operations, and strategic passenger service positions. North Central is the first carrier to provide visual display sets at passenger gate areas. A major advantage of ESCORT is that every North Central agent at every location has direct access to all stored reservations records. He can make, change, or reconfirm a reservation "instantly", and passen- ger records can be retrieved by name or flight number. The agent enters the inquiry into ESCORT and receives a response within three seconds.(ESCORTwfll remind him of missing information.) Data can be secured on seat availability, fares, arrival/departure times, and the op- erating status of all North Central's 1,300 daily flight segments, as well as seat availability and fares for 3,800 connecting flight segments of 21 major airlines. ESCORT also maintains an inventory of all "sold out" flights for these airlines, and reservations can be confirmed on every other flight in their entire schedule. ESCORT's overall capacity permits storage of passenger records for 340 days, including name, telephone number, flight itinerary, fare, ticketing information, and special ser- vices required. North Central is the first airline to install electronic equipment system- wide which will transmit reservations, message-switching, flight infor- mation, and weather inquiries to a single computer system for com- mon retrieval. In addition, ESCORT is used for processing payroll, accounting, crew scheduling, maintenance planning; and inventory control data. ESCORT provides significant operating economies which will increase as the company's volume of business grows. The system is a vitally important part of North Central's expansion program and assures im- proved, high-quality reservations service for future traffic growth on present and anticipated new routes. Early in 1970, the message- switching function of ESCORT was activated, and during March the the entire system will be operational. THE FUTURE In addition to the airline's acquisition of new facilities and passenger service equipment, North Central has also completed its jet moderniz- ation program during the past 30 months, representing an expenditure of $93 million for 13 DC-9 fan jets and 34 Convair prop-jets. These major investments give North Central a strong foundation for implementing new route awards and achieving record growth in the decade of the ?O's. ESCORT provides North Central's agents with "instant" responses to all inquiries (photo above), and the basic equipment is located in the new Computer Center (below) at the airline's Twin Cities headquarters. 5 ROUTE OF THE NORTHLINERS PRESENT ROUTES PROPOSED ROUTES 8 ASSETS CURRENT ASSETS Cash . . . . .. . Accounts receivable United States Government . Traffic Other Flight equipment parts, at average cost (less reserves of $260,152 and $338,954 in 1969 and 1968, respectively) Maintenance and operating supplies .. . .. . Prepaid expenses and sundry deposits (Note 1) Total current assets . ... ... . OPERATING PROPERTY AND EQUIPMENT-AT COST Flight equipment (Note 2) . . Ground equipment . Improvements to leased property- Furniture and office equipment .. Less accumulated depreciation (Note 3) . Advance payments on flight equipment ..... DEFERRED CHARGES Unamortized development and pre-operating costs (Note 4) . Unamortized discount and expense on debt . Rentals and other .. . . . .. . .. ... . OTHER ASSETS Other interline receivables The accompanying notes to financial statements are an integral part of this statement. 1969 $ 1,382,932 1,112,204 5,896,338 929,433 7,937,975 2,212,636 666,251 5,126,936 17,326,730 71,774,524 4,090,219 3,116,950 747,538 79,729,231 10,875,534 68,853,697 68,853,697 3,830,379 189,997 1,084,329 5,104,705 $91,285,132 1968 $ 1,248,250 1,671,347 4,274,625 2,053,072 7,999,044 1,824,159 468,319 2,107,083 13,646,855 66,603,743 3,413,424 2,898,522 518,868 73,434,557 8,516,412 64,918,145 4,515,570 69,433,715 3,111,666 194,888 772,739 4,079,293 450,000 $87,609,863 Comparative Balance Sheet-December 31, 1969 and 1968 LIABILITIES CU RR ENT LIABILITIES Short-term borrowing . Current maturities of long-term debt (Note 2) Accounts payable . Tickets outstanding Taxes withheld or collected as agents Accrued liabilities Salaries and wages . Payroll and property taxes Other .. Total current liabilities . LONG-TERM DEBT-less current maturities (Note 2) ..... . ..... . DEFERRED FEDERAL INCOME TAXES (Note 5) ....... . .... .... . COMMITMENTS (Notes 6, 7, and 8) ..... . .. . . .. . .. . . ... . . STOCKHOLDERS' EQUITY (Notes 2, 9 and 10) Common stock-authorized, 16,000,000 shares of $.20 par value; issued and outstanding, 10,462,824 and 8,776,763 shares, 1969 and 1968, respectively Paid-in capital ..... . .... . ............. .. ... . Retained earnings ............. . .......... . .... . 1969 $ 690,000 6,086,920 10,136,122 265,933 979,181 2,138,173 361,033 1,272,765 21,930,127 53,719,506 2,092,565 10,218,785 12,311,350 3,324,149 15,635,499 $91,285,132 1968 $ 540,000 6,409,940 7,432,386 211,409 546,299 1,465,384 209,670 1,204,370 18,019,458 59,611.269 1,994,000 1,755,353 527,239 2,282,592 5,702,544 7,985,136 $87,609,863 9 10 COMPARATIVE STATEMENT OF OPERATIONS Years ended December 31, 1969 and 1968 OPERATING REVENUES Passenger .. .... . Freight and express . . Public service revenue . Mail ......... . Non-scheduled service and other Total operating revenues . OPERATING EXPENSES Flying operations . . . Maintenance (Note 1) Passenger service . . Aircraft and traffic servicing Promotion and sales ... General and administrative . Depreciation and amortization (Note 3) Total operating expenses . Operating profit . . . . . . OTHER EXPENSE (INCOME) Interest expense-net of interest capitalized (Note 11) . Other (net) . . . . . . . Totalotherexpense . (Loss) before income taxes and gain on disposition of equipment . INCOME TAXES (Note 5) Deferred . (Loss) before gain (loss) on disposition of equipment GAIN (LOSS) ON DISPOSITION OF EQUIPMENT, NET OF TAXES (Note 5) . NET INCOME (LOSS) INCOME (LOSS) PER SHARE (Note 12) (Loss) before gain (loss) on disposition of equipment Gain (loss) on disposition of equipment, net of taxes NET INCOME (LOSS) PER SHARE The accompanying notes to financial statements are an integral part of this statement. 1969 $57,073,369 4,153,106 4,016,386 1,501,786 1,683,276 68,427,923 20,960,004 10,687,242 3,849,181 17,421,674 5,966,402 3,545,031 5,605,500 68,035,034 392,889 4,829,814 (152,722) 4,677,092 (4,284,203) (1,934,888) (2,349,315) (29,080) $ (2,378,395) $(.26) $(.26) COMPARATIVE STATEMENTS OF RETAINED EARNINGS AND PAID-IN CAPITAL Years ended December 31, 1969 and 1968 RETAINED EARNINGS (Note 2) Retained earnings-beginning of year Net income (loss) for the year . Retained earnings-end of year PAID-IN CAPITAL Paid-in capital-beginning of year . . . . . . . . ... . ....... . Premium in excess of par value applicable to stock purchase warrants (Note 2) . Excess of proceeds over par value of common stock issued upon conversion of debentures (Note 2) . . . . . . . . . . . . . . . . . . . . Excess of proceeds over par value of common stock issued under option (Note 9) Excess of net proceeds over par value of common stock issued as a result of a public offering (Note 10) . . . . . . . . . . . Paid-in capital-end of year .. ................ . .. .. . The accompanying notes to financial statements are an integral part of these statements. 1969 $ 5,702,544 (2,378,395) $ 3,324,149 $ 527,239 8,287 242,427 9,440,832 $10,218,785 1968 $44,628,769 3,460,728 4,667,639 1,183,809 1,284,981 55,225,926 16,594,647 8,930,353 2,922,485 13,902,654 4,741,168 2,751 ,893 4,356,893 54,200,093 1,025,833 3 ,092,015 (83,810) 3,008,205 (1,982,372) (869,000) (1 ,113,372) 1,183,588 $ 70,216 $(.12) .13 $ .01 1968 $ 5,632,328 70,216 $ 5,702,544 $ 467,489 50,000 9 ,750 $ 527,239 NOTES TO FINANCIA.L STATEMENTS DECEMBER 31, 1969 1. ENGINE OVERHAUL-In 1969, th e company changed its method of acco unting for jet engine overhaul costs from the reserye method to the d irect_ charge-off method. In the opInIon of the company, th e c hange has not h:ad a material effect on the operatin g results of the co mpany. Prepaid overhaul expenses total in g $3,5 22,000 and $1,353,000 are included in prepa id expenses as of December 3 1, 1969 and 1968, respectively. 2. LONG-TERM DEBT-Lon g-term debt at December 31, 1969 co nsists of the followin g: Terms Total Long-term Current Quarterly installment notes due from January, 1969 through April, 1973; interest at% above prime rate ................. $ 20,564,480 $14,688,914 $5,875,566 7% quarterly installment notes du e from July, 1973 throu gh October, 1978 . Total due banks and insurance co mpanies (a) ......... . 7 % subordinated notes due in sem i-annual installm ents from September, 1971 through March, 1976 (b) .......... . . . e~~~uss~bo_ rd_ i~at_ e~ _con_ v_ ~rt_ ible _ deb_ ent~~es_ d~e _; n _ 1_ ~78_ ~c) :. 35,253,393 55,817,873 3,000,000 744,500 2 44,053 $59,806,426 35,253,393 49,942,307 3,000,000 744,500 5,875,566 32,699 2 11,354 $53,719,506 $6,086,920 (a) The t_ ota l $55,817,873 loan is collateral ized by substantially all flight eq uipm ent owned by the company. Two equipment manufactu_ rers are partially guaranteeing these loa_ ns. Among other things, th e loan agree- ment contains certain restrictions on the payment of dIvIdends, capital exp end itures, and additional borrow- ings and requirements regarding working capita l and n et worth . (b) Stock purchase warrants attached enable th e holders to purchase an aggregate of 200,000 shares of commo n stock at $6.00 a share through March 1, 1976. Un am ortized discount and expen se on debt has been charged and paid -in capita l credited for $50,000 representin g the valu e of the warrants issu ed . This amount is being amortized over the life of th e loan. (c) Convertible into co mmon shares at $7.59 a share to _ l971 and $9.50 a sh are thereafter to maturity. During the yea r, $8,500 of d ebe ntures were converted into 1,061 shares of co mmon stock, resultin g in increases in common stock of $212 and paid-in ca pital of $8,287. 3. DEPRECIATION-For financial reporting purposes, the company depreciates fixed assets on th e straight - line method based on est1mat_ ed useful lives ran gin g from seven to fifteen years for fl igh t equipm ent and three_ to ten years for other equipm ent and property. Th e compa ny has followed the practice in previous yea rs of using accelerated methods for income tax purposes. Th e co ntinu ed use of this m ethod will result in an excess of tax depreciation over depreciation used for financial reporting purposes of $8,884,000 (see Note 5). 4. DEVELOPMENT AND PREOPERATING COSTS-Expenditu res for route development costs are deferred by the company and amortized over the life of the temporary certificates or five yea rs for permanent certi fi- cates. Aircraft preoperating costs are amortized over approximately eight years. 5 . INCOME TAXES-The compa ny's loss was used primarily to reduce deferred incom e taxes previously provided (including reducing the loss on sale of equipment by $22,000). Approximately $150,000 of the loss is available to offset income in future years used in computin g th e inco m e tax provisio n. Th e company has additional net operating loss carryovers available as a reduction against future taxable income arIsIng out of tim in g differences in reporting depreciation and ce rta in deferred expenses for f1n an - cIa l reporting and income tax purposes. There are several options for reporting depreciation for income ta x purposes (see note 3) under co nsider ation by th e company which will affect th e ca rryover to future years; under no circumsta nces, however, will the decision result in taxable income for 1969 nor will it red uce the ca rryover privilege below th e $150,000 available for financial reportin g purposes. Earned but unused investment c redi ts available for r ed uctio n of future years' inco me ta xes for both f inan - cial reporting purposes and inco m e tax purposes total $4,876,000. These unused investment credits expire as follows : 1974-$1,528,000 1975-$2,545,000 1976-$803,000 6 . VACATION PAY-Th e company r ecords vacatio n pay when paid . The unrecorded obligation at December 31, 1969 and 1968 approximated $1,130,000 and $1,100,000, respect ively, before inco m e tax cr edits. 7. PENSION PLANS-Th e company has noncontributory pension plans covering substantially all of its employees. Pensions, based on length of service and average salary, are provided for retirement of pilots at age 60 and all other employees at age 65. Th e plans coverin g pilots are fully funded for past service cost, while the company pays the normal cost and interest only on the past service cost of the other plans. The cost to the company in 1969 was $1,075,000 compared with $1,100,000 in 1968. In 1969 the compa ny began fund in g th e bargaining units and supervisory pension plans on a current basis which had the effect of red ucin g th e c urrent year's net loss by $180,000 or $.02 per share. 8. COMMITMENTS-Approximate m in imum annual co mm itments exi st for: (1) New office and operational facilit ies at the Minneapolis-St. Paul Internation al Airport for the periods ending in 1996 ............. . ... . (2) T erm inal and other fa ci lities (including landing fees) .. . (3) Nine Convair 580 aircraft for eight to ni n e years ........ . (4) Three DC-9 aircraft, cancel able upon six months' notice ... . ..... . ... . ..... . .... . .. $1,050,000 1,900,000 1,760,000 1,440,000 650,000 260,000 (5) Data processing equipment-1970 (increasing to $1,050,000-1971 to 1978) . (6) Other eq uipment . . $7,060,000 9 . STOCK OPTION PLAN-A total of 250, 000 shares of unissued common stock was reserved for officers and key employees under a qualified plan in 1965. Options granted are: 1965-220,000 shares at $3 .05; 1967-5,000 shares at $6.81; 1968-5,000 shares at $5.60; and 1969-20,000 shares at $4.12 5. Options for 85,000 and 30,000 shares were exercised in 1969 and prior years, respect ively. Option s granted but unexercised will expire in 1970 (105,000 shares), 1972 (5,000 shares), 1973 (5,000 shares), and 1974 (20,000 shares) . 10. COM MON STOCK-During 1969, the company issued 1,600,000 shares of common stock with stock purchase warrants attached wh ich enable the holders to purchase an aggregate of 1,200,000 shares of common stock at $5.50 a share throu gh October 31, 1979. Th e gross proceeds from this sale of common stock and warrants totaled $10,600,000 wh ich after reduc- tion by $839,168 for underwriting commissions and expenses, resulted in $9,760,832 net proceeds to th e company, accounted for as follows: Increase in co mmon stock, 1,600,000 shares at $.20 par va lue ... .. . . Inc rease in paid -in capital ......... . . . $ 320,000 9,440,832 $9,760,832 11. CAPITALIZED INTEREST-The company recognizes the financin g costs associated with acquisition of operating property and equipment and pre -operatin g and developm ent expenditures by capitalizing interest. Capitalized interest reduced interest expense by $458,000 in 1969 and $559,000 in 1968. 12. INCOME (LOSS) PER SHARE-Income (loss) per share is based upon the weighted average number of shares outstanding for the year. Conversion of debentures into common stock, exercise of stock options and exercise of warrants to purchase stock would not result in material dilution (as d efined in Opinion 15 of the Accounting Principles Board) of the net loss per share for the year ended December 3 1, 1969. FIVE-YEAR OPERATING SUMMARY 0 PERA Tl NG REVENUES 1969 1968 Passenger ....... $57,073,369 $44,628,769 Public service revenue . 4,016,386 4 ,667,639 Other .... 7,338,168 5,9 29 ,518 TOTAL. .... . 68,427,923 55,225,926 OPERATING EXPENSES Direct expenses . . . . 31,647,246 25,525,000 Indirect expenses ... 30,782,288 24,318,200 Depreciation and amortization . 5,605,500 4 ,356,893 TOTAL. . 68,035,034 54,200,093 Operatin g profit 392,889 1,025,833 Non-operating income and (expenses), net (4,677,092) (3,008,205) Income (Loss) before taxes . .. . .... (4,284,203) (1,982,372) Income taxes . . . . .. ..... . ... (1,934,888) (869,000) Income (Loss) before gain (loss) on disposition (1 ,113,372) of equipment ............. (2,349,315) Gain (Loss) on disposition of equipment, 1,183,588 less income taxes (29,080) Net Income (Loss) . . . . . . .. . . $ (2,378,395) $ 70,2 16 ALEXANDER GRANT & COMPANY CERTIFIED PUBLIC ACCOUNTANTS Stockholders and Directors North Central Airlines, Inc. We have examined the balance sheet of NORTH CENTRAL AIRLINES, INC. (a Wisconsin corporation) as of December 31, 1969, and the related statements of operations, retained earnings and paid- in capital 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. We made a similar examination for the preceding year. In our opinion, the accompanying bal- ance sheet and statements of operations, retained earnings and paid-in capital present fairly the financial position of North Central Airlines, Inc. at December 31, 1969 and the results of its operations for the year then ended, in conformity with generally accepted accounting prin- ciples applied on a basis consistent with that of the preceding year, except for the change in accounting for engine overhaul costs discussed in Note 1, with which we concur. Alexander Grant & Company Minneapolis, Minnesota February 18, 1970 1967 1966 196 5 $33,482,371 $30,261 ,479 $23,720,203 5,249,563 5,767,888 7,199,418 4 ,118,543 3 ,583,304 2,971,410 42,8 50 ,477 39,6 12,671 33,891,031 19,8 11,886 17,980,535 15,356,876 19,523,811 17,062,543 13,970,237 2,626,251 2 ,253,361 1,997,488 41 ,961 ,948 37,296,439 31,324,601 888,529 2,316,232 2,566,430 (628,73 1) (464 ,974) (442,894) 259,798 1,85 1,258 2,123,536 (336,010) 720 ,647 1,006,520 595,808 1,::.30 ,611 1,117,016 9 24 ,316 24 ,000 21,736 $ 1,520,124 $ 1,154 ,611 $ 1,138,752 11 12 "GOOD PEOPLE MAKE AN AIRLINE GREAT" ADVERTISING-PROMOTION Highlighting North Central's 1969 advertising program was the introduction of the theme, "Good People Make An Airline Great." People-oriented newspaper advertise- ments ran in major marketing areas on North Central's system, while television and radio spots featured the airline's new "Good People" jingle. This corporate musical identity was particularly effec- tive and appealing in emphasizing the new North Central image-outstanding service by employees who care. During 1969, over 60 television and radio stations and some 40 newspapers promoted North Central's service and its slogan, Good People Make An Airline Great. In addition, billboard advertising in ten major cities featured new service. Special "Good People" folders spotlighted the new Minneapolis/St. Paul-Denver and Chicago-Twin Cities nonstops, and travel brochures were widely distributed. Promotional activities in 1969 included over 200 DC-9 and Convair 580 scenic flights, introducing passengers to the comfort and speed of jet transportation. Other flights heralded important events, such as the opening of the new Central Wisconsin Regional Airport and the inauguration of DC-9 fan jet service at Iron Mountain/ Kingsford, Escanaba, Marquette and Muskegon in Mich- igan and Hibbing/Chisholm, Minnesota. April 23, 1969 represented a milestone in North Cen- tral's history. That day the airline received special atten- tion as the company's 20-millionth passenger, Patrick Cannon of Sydney, Australia, boarded a DC-9 at Oshkosh/ Appleton's Wittman Field for Chicago. Of major importance to North Central in 1969 was the inauguration of Minneapolis/St. Paul-Denver nonstop service. To acquaint Colorado communities and the Twin Cities with the new fan jet flights, the airline's sales de- partment made over 2,000 personal calls on commercial, travel agency, and interline accounts. Following the June 15 inaugural ceremonies the company held a reception in the Colorado capitol for business and civic leaders and news media personnel. A special dedication program on October 16-17 officially introduced the company's new $15-million headquarters complex. A reception and banquet was held for Twin Cities community leaders and news media representa- tives, featuring the Honorable John G. Adams, Civil Aeronautics Board member, as keynote speaker. The next day's ceremonies began with the outdoor dedication of the general office and main operations base by Chairman of the Board Hal Carr. Following this, North Central was given a Recognition Luncheon by the Minne- apolis and St. Paul Chambers of Commerce and the Minnesota Department of Economic Development. A special award was presented citing the airline for its con- tribution to the economic growth of the Twin Cities. Pictorial brochures were distributed during the two-day program, and news releases publicized the event through- out the system. An Employee Open House was sched- uled in November, and nearly 5,000 employees and members of their families attended. North Central's publication, The Northliner, reported the company's news of interest to passengers and em- ployees. Over 330,000 copies were placed on board the aircraft and distributed by mail during 1969. In addition, news media in the 12-state area served by North Central received 60 press releases about the airline. NEW FASHION LOOK To enhance North Central's image, "Good People Make An Airline Great," the company's stewardesses donned eye-catching new uniforms-placing them among the industry fashion leaders. The ensemble uses a brilliant Apollo Blue as the basic color. Designed for inflight versatility, the uniform fea- tures a short-sleeved lightweight wool A-line dress with white leather belt and tailored cardigan jacket. For out- door wear, a horizontally striped tri-season coat, white vinyl hat, and boots are added, along with a wool topcoat for winter months. North Central's colorful new stewardess ensemble features a brilliant Apollo B_lue dr~ss and matching cardigan jacket. The uniform is accented by a silver pin, wh1c~ uses _ North Central's mallard duck insignia, and the white vinyl hat. A striped, tn-season coat of red, white and Apollo Blue complements the new fashion look. F IVE YEARS OF RECORD PROGRESS PASSENGERS CARGO Ml ON POI r>l SEAT MILES B 32 - 8 0 - - - 2R ,- - 70--------,----- 24 - - - 60------- - 20 - - 50 - -----I-- 16 lT - 1%5 66 67 '68 '69 HIGHLIGHTS OF DRAMATIC GROWTH North Central achieved new records in all categories of traffic during 1969, as it has each year since inaugurating service in 1948. The 3,242,819 passengers carried was an all-time high and a gain of 229,003 passengers over 1968. The increase for the last five years was 1,889,518 passengers - a jump of 140 percent. Air cargo, including air freight, express and mail, also set records in 1969 when the company flew 82,744,459 pounds of cargo-up 164 percent compared with five years ago. The company's available seat miles rose 201 percent in this five-year period, while the 1,543,706,426 seat miles in 1969 represented an 18 percent increase over 1968. The additional seats were of major importance in North Central's efforts to provide improved service to the traveling public. With the delivery of three more 100- passenger DC-9 fan jets and the completion of the Con- vair conversion program in 1969, the airline's all jet- powered fleet now consists of 13 DC-9's and 34 Convair 580 prop-jets. North Central looks forward to even greater progress in the next five years as traffic growth continues and the full impact of jet-operating efficiencies are realized. NORTH CENTRAL AIRLINES, INC. 7500 NORTHLINER DRIVE MINNEAPOLIS, MINNESOTA 55450