NORTHEAST A/Rl/1/ES ANNUAL REPORT - 1959 NORTHEAST AIRLINES ANNUAL REPORT for year ending December 31, 1959 MONTREAL PHILADELPHIA WASHINGTON ~ ~ ~~ BOARD OF DIRECTORS DAVID A. STRETCH President Atlas Corporation, New York JAMES W. AUSTIN President Northeast Airlines, Inc'. JACQUELINE COCHRAN President Jacqueline Cochran, Inc., New York PAUL F. COLLINS President Fibremold, Inc., Woburn, Mass. JAMES F. FITZGERALD President Fitzgerald Construction Company Canton, Mass. GEORGE E. GARDNER Vice President Atlas Corporation, New York ALBERT C. MCMENIMEN Financial Vice President Boston Edison Company EUGENE L. VIDAL Gene Vidal Designs and Processes Avon, Conn. LAURENCE F. WHITTEMORE Chairman of the Board of Directors The Brown Company, Berlin, N. H. DAVID A. STRETCH Chairman of the Board JAMES W. AUSTIN President and General Manager THOMAS L. GRACE Vice President Operations HAMILTON HEARD Vice President Administration R. P. LANE, JR. Vice President Finance and Treasurer E. 0. SCHROEDER Vice President Technical Services A. s. WALKER Vice President Ground Operations TRANSFER AGENT Old Colony Trust Company REGISTRAR The First National Bank of Boston OFFICERS GENERAL OFFICES: Logan International Airport, Boston 28, Massachusetts HENRY E. FOLEY Clerk of Corporation J. S. DANIELS, JR. Assistant Vice President Advertising and Promotion M. WILLSON OFFUTT III Assistant Vice President Sales WHEATON W. MIES Assistant Vice President Production H.F. ZIMMERMAN Assistant Treasurer CLARENCE I. PETERSON Assistant Clerk AUDITORS Lybrand, Ross J3ros. and Montgomery GENERAL COUNSEL Foley, Hoag & Eliot /\IE /\IE TO THE SHAREHOLDERS OF NORTHEAST AIRLINES, INC.: Your Airline made substantial progress during the past year. In 1959, for the first time, Northeast carried over 1,000,000 passengers in a single year. The 1,239,309 passengers boarded in 1959 represent an increase of nearly 300,000 passengers over 1958. Over one billion seat miles were produced for sale by Northeast in 1959, an increase of nearly 20 % over 1958. Of these extra seat miles produced, 65 % were sold, which constituted an overall increase of 27.5 % in total passenger traffic generated. This compares with the domestic trunk line industry's growth of 15.1 % during 1959 and marks the third consecutive year in which the traffic gains of Northeast exceeded the industry average. Passenger revenues during the year increased by 29.8 % and the cost of producing the additional seat miles generated raised operating expenses by 21.9 %. The cost of producing each seat mile for sale in 1959 was 3.60 cents, an increase of .06 cents, or 1.8 % over 1958. The domestic trunk line industry's seat mile costs, on the other hand, climbed to 3.75 cents, which represents an increase of .24 cents or 6.8 % over 1958. The year 1959 was the first in which your Company's unit cost structure was under the trunk line average. Unit seat mile costs are one of the recognized measures of the efficiency of airline operations. Maintenance of such costs at or below the industry average - notwithstanding the short-haul nature of a large part of your Company's operations - will continue to be a major objective of your management. Significant growth was registered during the year in the all-important Florida markets. Your Company enplaned and deplaned 280,226 passengers at its Florida stations, compared with 226,226 in 1958 and 97,108 in 1957. Considerable progress was also made in the penetration of the so-called commuter markets in the large Northeastern cities served primarily with Viscount jet-prop aircraft. Northeast's participation in these markets is substantial and has continued to increase notwithstanding intense competition from major airlines. In the Boston/ New York, New York/ Washington, Boston/ Washington and Boston/ Philadelphia markets, the number of passengers carried in 1959 was 115 % more than in 1958 and 413 % more than in 1957. On December 17, 1959, Northeast inaugurated its jet service between New York and Miami with the Boeing 707 Intercontinental jet. This jet, which is leased from TWA but operated by your airline, will seat 138 passengers. For the first four months of service, the load factor (percentage of available seats sold) on the daily round trip has averaged better than 80 %. This is the equivalent of 111 passengers each mile the aircraft flew during that period. The performance factor (percentage of scheduled trips completed) was 100 %. Management believes that these high performance and load factors demonstrate the ability of your airline to compete effectively. On January 30 of this year, Northeast set a speed record from Miami to New York. The Boeing Intercontinental 707 made the run in one hour and forty-five minutes with 152 people aboard, including eight crew members and six infants. It is believed that the. 152 people aboard this record-making flight were the greatest number to be carried at one time in commercial transport service. Your Company's DC-6B aircraft, providing coach service to Florida with two abreast seating, represents in your management's opinion the best bargain in the coach market. On the average, however, the load factors achieved on the Florida coaches have not been sufficient to enable the Florida service as a whole or the airline as a whole to operate profitably. Despite the substantial increase in the number of Florida passengers during 1959 (24 % higher than 1958), revenues from the Florida coach service were only slightly higher than the previous year, thus reflecting the effect of the low coach fares which prevailed in the Florida market from April to December of 1959. These low fares (initiated by other carriers and reluctantly adopted by Northeast), required very high load factors merely to recover costs. On the basis of these results it is questionable whether the additional traffic generated by the low fares compensated for the diversion of passengers who might otherwise have traveled at regular fares. Your Company's cash loss from operations in 1959, before providing for depreciation and amortization, was $1,723,461. This compares with $3,194,141 in 1958 (after adjustment to a comparable subsidy-free basis), or an improvement of about one and a half million dollars over the preceding year. The net operating loss in 1959, after depreciation and amortization, was $5,707,915 as compared with $6,133,387 (before subsidy) in 1958. The Corporation's net loss, after interest and all other charges, amounted in 1959 to $7,061,984. The year 1959 was the first in the Company's history in which it was completely without subsidy support from the Government, Northeast having been placed on a service (or non-subsidy) mail pay rate effective January 1, 1959. In 1959 the average passenger ticket was $23.88 which was about the same as the preceding year. The expense of carrying each passenger was reduced from $31.89 to $29.98, a reduction of almost $2 per passenger. At the cost and fare levels prevailing during 1959, your Company needed about 19 % more passenger revenue - to cover its operating expenses - than it actually obtained. The number of passengers carried by Northeast in 1959 would have been sufficient to cover operating expenses had the average price per ticket been about $6.00 greater. In 1959 your Company received 5.7 cents on the average for each passenger mile sold, which is nearly 10 % less than the average return per passenger mile received by the airline ten years ago. In part, this reflects the change in the nature of the airline's operations brought about by the coach service to Florida. It also emphasizes, in the opinion of your management, the need for higher fares in the industry as a whole. On April 29, the Civil Aeroriautics Board announced the adoption of new rate-making standards for use in determining the level of airline fares. The amount of the actual fare increases that may be permitted under the new standards has not yet been decided and, accordingly, it is not possible to estimate the effect of this action on your Company's operations. It is apparent that any fare increase emanating from the Board's recent action will not alone insure profitable . operations. Future success depends in large part upon the acquisition by Northeast of a sufficient number of competitive jet aircraft for use on its long haul routes along the East Coast to Florida. To this end, your management is negotiating final arrangements for the acquisition and financing of Northeast's own jet fleet of six Convair 880 aircraft. These negotiations are progressing well and management believes that satisfactory arrangements will be concluded soon. The Convair 880 will be the fastest jet in airline service and has the operating flexibility which should enable your Company to perform most efficiently on its present route structure. Even with only a moderate increase in your Company's participation in the Florida market over present levels and at the existing fare structure, these jets should produce substantial profits for Northeast. Additional funds will probably be required in connection with placing these jets in service. Although your Company has no specific proposal at the present time, financing plans under general consideration include public offerings to stockholders and others, private placements or exchange of debt for stock. During April of 1960 your Company had a small net operating profit, this being the first net operating profit earned in the month of April in the Company's history. Your management appreciates the hard work and cooperation of its many employees during this period of transition. In the years ahead the loyalty and enthusiasm of our employees will continue to be a valuable asset. The growing public acceptance of the services of Northeast Airlines augurs well for the,future. RESPECTFULLY SUBMITTED CHAIRMAN OF THE BOARD L u . ~ PRESIDENT AND GENERAL MANAGER /\j ASSETS CURRENT ASSETS: Cash Restricted bank deposits (note B) Accounts receivable . Flight equipment expendable parts, at cost less allowance for obsolescence Prepaid insurance and other expenses . Miscellaneous supplies, at average cost TOT AL CURRENT ASSETS Special deposits and other assets Property and equipment, at cost: Flight equipment and related spare parts (notes B and C) . Ground property and equipment Less allowances for depreciation, amortization and aircraft maintenance Deferred charges less amortization: Route extension and development Aircraft and station preoperating and training costs . Other NORTHEAST AIRLINES, INC. BALANCE SHEET As at December 31, 1959 f $ 684,832 1,260,000 3,335,008 1,740,120 1,037,279 204,796 $ 8,262,035 183,181 31,328,884 3,673,156 $35,002,040 10,384,397 $24,617,643 106,626 2,277,227 122,148 $35,568,860 { LIABILITIES CURRENT LIABILITIES: 4% notes due within one year, including amounts subject to prepayment (note B) Equipment trust certificates due within one year (note C) Collections as agent and trade accounts payable . Accrued compensation and vacation pay Accrued pension costs (note E) Unearned transportation revenue TOTAL CURRENT LIABILITIES 4% notes payable under bank credit agreement (note B) Equipment trust certificates (note C) . Commitments and contingent liabilities (note F) 5% subordinated notes payable to affiliated company CAPITAL Common stock, par value $1.00 per share: Authorized - 3,000,000 shares (note D); Issued and outstanding - fully paid, 1,783,688 shares Paid-in surplus Deficit The accompanying notes are an integral part of this balance sheet. $ 3,340,000 1,735,879 6,565,699 891,213 719,570 879,702 $14,132,063 2,763,000 9,371,680 12,441,809 1,783,688 9,301,535 (14,224,915) $35,568,860 /\IE NORTHEAST AIRLINES, INC., STATEMENT OF PROFIT AND LOSS AND DEFICIT For the Year Ended December 31, 1959 OPERATING REVENUES: Passengers Air mail Express, freight and baggage Other TOTAL OPERATING REVENUES OPERA TING EXPENSES: Flying operations Maintenance and repairs Depreciation and amortization . Aircraft anq traffic servicing Reservations, sales, advertising and publicity Passenger service . General and administrative . TOTAL OPERATING EXPENSES . OPERATING Loss NONOPERATING CHARGES: Interest expense Gain on sale of flight equipment and other property Other charges NET Loss Deficit at beginning of year Deficit at end of year . The accompanying notes are an integral part of this statement. $29,595,435 469,097 1,136,939 248,763 $31,450,234 $10,427,125 6,705,181 3,984,454 6,999,002 4,845,114 2,664,002 1,533,271 $37,158,149 $ 5,707,915 1,464,434 (252,111) 141,746 $ 7,061,984 7,162,931 $14,224,915 LYBRAND, Ross BRos. r,__, MoNTGOMERY ACCOUNTANTS AND AUDITORS Northeast Airlines, Inc. Boston, Massachusetts NEW YORK DETROIT l!IIRMINGHAM PHILADELPHIA CLEVELAND DALLAS CHICAGO CINCINNATI HOUSTON l!IOSTON ROCKFORD TULSA l!IALTIMORE ST. LOUIS SAN FRANCISCO WASHINGTON LOUISVILLE LOS ANGELES PITTSl!IURGH HARTF"ORO SEATTLE COOPERS U. LYBRAND IN AREAS OF THE WORLD OUTSIDE THE UNITED STATES We have examined the balance sheet of Northeast Airlines, Inc. as at December 31, 1959 and the related statement of profit and loss and deficit 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 pro- cedures as we considered necessary in the circumstances. In our opinion, the accompanying statements present fairly the financial position of Northeast Airlines, Inc. at December 31, 1959 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. ~~~~~nf, M~~6~chusetts ~ 1 {L IL~ - /\IE NOTES TO FINANCIAL STATEMENTS A - UNIFORM SYSTEM OF ACCOUNTS: The accompanying financial statements are prepared gener~lly in accordance with the Uniform System of Accounts for Air Car- riers prescribed by the Civil Aeronautics Board. B -BANK CREDIT AGREEMENT: The notes payable to banks under credit agreement are se- cured by a mortgage on the company's flight equipment and re- lated spare parts, subject to prior rights of the trustee under equip~ ment trust certificates in Vickers Viscount aircraft and Rolls Royce engines (note C). The notes are payable in quarterly instalments ending not later than December 31, 1962. The company has main- tained its principal and interest payments, but it is in default under certain other provisions of the credit agreement, including the maintenance of minimum amounts of working capital, and as a result the banks have the right to accelerate the due dates. The credit agreement also requires with certain exceptions that pro- ceeds from the disposition of mortgaged property be applied to prepayment of the last instalments of the notes and $1,260,000 has been deposited for this purpose. C - EQUIPMENT TRUST CERTIFICATES: Equipment trust certificates are secured by legal title to ten Vickers Viscount aircraft and related Rolls Royce engines and by a second mortgage on the company's other flight equipment and related spare parts. The principal and interest of the trust certifi- cates are payable at the rate of $190,200 per month until September, 1963 and thereafter in declining amounts until the final payment in February, 1966. D - EMPLOYEE STOCK OPTION AND STOCK PURCHASE PLANS: At December 31, 1959, 75,000 shares of authorized and unis- sued common stock were reserved under the company's stock option plan for key employees. Options are granted at prices not less than 85% of the fair market value of the stock on the dates granted. At December 31, 1959 options to purchase all 75,000 shares were outstanding with options as to 62,000 shares presently exercisable at various prices aggregating $459,500 and options as to 13,000 shares becoming exercisable in 1960 at various prices aggregating $94,250. E - RETIREMENT PLANS: Provisions under the company's retirement plans for em- ployees aggregating $582,828 have been charged to operating ex- penses for 1959. The amount unfunded under the plans at Decem- ber 31, 1959 was approximately $360,000. F - COMMITMENTS AND CONTINGENT LIABILITIES: The company is committed to pay annual rentals approximat- ing $950,000 under long-term leases for hangar, terminal and reservation facilities presently in use or to be occupied soon. Under certain circumstances the company is obligated to make additional payments to employees upon termination of employ- ment; these amounts are charged to expense when paid. 5 YEAR STATISTICAL RECORD OF PROGRESS Revenue Miles Flown Passenger Revenue Revenue Passengers Carried Available Seat Miles Passenger Load Factor Revenue Passenger Miles Available Ton Miles Revenue Ton Miles . Operating Cost Per Available Seat Mile Operating Cost Per Available Ton Mile Wages and Salaries . Number of Personnel Net Book Value of Property and Equipment 1959 1958 18,634,712 15,079,659 $29,595,435 $22,803,445 1,239,309 955,955 . 1,031,545,734 860,689,541 50.32% 47.30% 519,122,839 407,116,418 120,512,961 106,722,236 52,875,577 41,890,682 3.60 3.54 30.83 28.57 $15,463,760 $12,664,019 2,553 2,411 $24,617,643 $25,311,614 1957 1956 1955 10,776,864 6,626,106 6,590,634 $13,964,475 $ 8,138,375 $ 7,938,798 763,617 592,967 582,478 517,729,726 203,843,785 196,635,380 47.36% 58.50% 59.22% 245,181,670 119,252,967 116,450,932 62,115,828 20,661,006 19,767,663 25,080,345 11,576,066 11,346,893 3.88 5.26 5.07 32.43 51.93 50.45 $ 8,760,411 $ 5,404,014 $ 4,950,000 2,155 1,167 1,016 $16,373,448 $ 2,163,920 $ 2,648,980 OVER 26 YEARS OF SCHEDULED AIRLINE SERVICE 1111/THEAST AIRLINES