NORTHEAST AIRLINES ANNUAL REPORT TABLE OF CONTENTS Page Board of Directors and Officers 1 Northeast System Map 2 Letter from the President 3 Balance Sheet 6 Statement of Income and Expense 8 Statement of Deficit 8 Notes to Financial Statements 9 Opinion of Independent Public Accountants 10 Profit and Loss and Statistical Comparison January through April - 1962 vs. 1963 11 Five-Year Statistical Record 12 BOARD OF DIRECTORS ANNUAL REPORT for year ending December 31, 1962 JAMES W. AUSTIN Chairman of the Board and President DAVID A. STRETCH Chairman of the Executive Committee President, Atlas Corporation, New York JACQUELINE COCHRAN President, Jacqueline Cochran, Inc., New York PAUL F. COLLINS President, Fibremold, Inc., Woburn, Mass. JAMES F. FITZGERALD President, J. F. Fitzgerald Construction Co., Canton, Mass. GEORGE E. GARDNER Aviation Consultant, Lake Alfred, Florida OSWALD L. JOHNSTON Partner, Simpson Thacher & Bartlett, New York ALBERT C. MCMENIMEN Financial Vice President, Boston Edison Company EUGENE L. VIDAL Gene Vidal Designs and Processes, Avon, Connecticut OFFICERS JAMES W. AUSTIN Chairman of the Board and President RICHARD E. FISHER Vice President and Director -- Public Relations THOMAS L. GRACE Vice President -- Operations HAMILTON HEARD (1) Vice President -- Administration REMBRANDT P. LANE, JR. (2) Vice President -- Finance and Treasurer EDMUND O. SCHROEDER Vice President -- Technical Services ALFRED S. WALKER Vice President -- Ground Operations HENRY E. FOLEY Clerk TRANSFER AGENT Old Colony Trust Company REGISTRAR The First National Bank of Boston AUDITORS Lybrand, Ross Bros, and Montgomery GENERAL COUNSEL Foley, Hoag & Eliot GENERAL OFFICES Logan International Airport, Boston 28, Massachusetts (1) Deceased January 28, 1963. (2) Resigned effective May 31, 1963. Page 1 MONTREAL PRESQUE ISLE BURLINGTON /ERLEBANONWHITE RIVER 1ANGOR BAR HARBOR 4 LAND NEW YORK PHILADELPHIA BALTIMORE WASHINGTON JACKSONVILLE IURG CLEARWATER D-FALL RIVER NANTUCKET 4ARTHA S VINEYARD Routes of HORTHEAST FORT LAUDERDALE iMIAMl Page 2 TO OUR SHAREHOLDERS: OPERATING RESULTS Operating revenues during 1962 were $51,390,561, a slight increase over the $51,128,948 reported in 1961. Operating expenses were $57,746,284 compared with $59,374,079 in the previous year, a reduction of $1,627,795 or 2.7%. Provision for depreciation and amortization included in operating expenses amounted to $4,249,958. Accordingly, the cash loss from operations before interest expenses and other non-operating charges was $2,105,765. Northeast's aircraft flew 19,315,430 miles in revenue service consuming 86,829 total aircraft block-to-block hours. On the average, approximately 72 seats were available for sale on each mile flown. This is an aggregate productive capacity of 1,381,954,000 available seat miles produced during the year. On the average, 38.1 passengers were carried on each mile flown, while approximately 43.2 passengers were needed to cover operating expenses. The percentage of capacity occupied (passenger load factor) was 53.23% compared with 50.23% in 1961. FLORIDA SERVICE In 1962 Northeast accounted for 22.8% of the total traffic flown over its routes to Florida. This penetration level produced 449,218 Florida passengers. In the markets Boston - Miami, Philadelphia - Miami, and New York - Tampa, Northeast accounted for 37.2% of the total traffic flown. A penetration of this magnitude in the major New York - Miami market would have produced profitable operations for the entire Northeast system. In the New York - Miami market, which accounts for approximately 55% of the total volume of traffic moving over the East Coast - Florida route, Northeast's penetration was 18.6% and growing by the month. Management believes that the Florida operation in its entirety generated a profit in 1962 but not of sufficient magnitude to offset the losses inherent in the Company's short haul services in New England and the Middle Atlantic commuter markets. Future earnings are dependent upon the Company's continued growth in the Florida market, and more specifically on the New York - Miami segment. Page 3 COMMUTER SERVICE Your Company continued its well-established penetration of the high density commuter markets between Boston, New York, Washington and Philadelphia despite the debilitating effects of the air shuttle provided by our chief competitor during 1962. In three of these markets, Boston - New York, Boston - Washington, and Boston - Philadelphia, Northeast showed an aggregate gain in passengers handled over the previous year of 5.3% with a total volume in excess of 550,000 air travelers carried. Nevertheless, your Company has lost commuter passengers, particularly on the New York - Washington segment as a result of excessive competitive service. In this market a virtually limitless number of aircraft provide high frequency service at depressed fare levels. Your management has consistently maintained that this service is inherently uneconomic and has published equalizing fares only because of competitive necessity. NEW ENGLAND SERVICE New England operations continued to sustain sizable losses due to the low density, short haul nature of Northeast's route structure in this region. During 1962 a total of 194,163 passengers was enplaned at Northeast's twenty-seven New England cities (exclusive of Boston), a decrease of 11% from 1961 and 27% from six years earlier. The Initial Decision of a Civil Aeronautics Board Examiner has been handed down in an investigation instituted to determine the needs of various smaller New England communities for certificated air service. The Examiner's Decision, which is substantially in accord with the position taken by the New England Council and supported by Northeast, would result in the transfer of service at eight of your Company's low density New England stations to designated regional airports already served by the Company; and in the permanent suspension, except during the summer vacation season, of service at three other stations presently being served. It is hoped that the Examiner's Decision will be adopted by the Civil Aeronautics Board in the near future. FLORIDA ROUTE CASE A Civil Aeronautics Board decision in the all-important Florida Renewal Case is expected during 1963. The growth of Northeast's Florida traffic during the seven years of operation has been outstanding. From meager beginnings of fewer than 90,000 Florida passengers carried during the first year of Northeast's operations, traffic figures have climbed steadily, with over 400,000 Florida passengers carried by Northeast during 1962, and forecasts for nearly one-half million passengers to be carried during the current year. Your management believes the record of Northeast's accomplishments during this time justifies its being awarded a permanent certificate to Florida. In the meantime, the Company continues to operate under the inhibitions which the uncertainties of a temporary franchise inevitably bring about. Page 4 CONTROL CASE On June 19, 1962 the Civil Aeronautics Board approved the acquisition, from Atlas Corporation, of the controlling stock interest in Northeast by Hughes Tool Company. The Board subsequently denied petitions for reconsideration filed by two competitors. One of these competitors later appealed the entire matter to the courts and at this writing a decision has not yet been handed down. Hughes Tool Company has agreed to "provide Northeast with funds to support a program of advertising and sales promotion and to cover Northeast's operating cash deficits." This commitment continues unless and until Toolco concludes "that the rehabilitation of Northeast is no longer practicable." In accordance with this undertaking, Toolco made available to Northeast during 1962 the sum of $4,350,000 for working capital support. It has alsd leased two Convair 880 aircraft to the Company for use during the peak winter season affording a maximum of eight jets for service in the Florida market. FUTURE OUTLOOK It seems appropriate to report briefly on the progress that has been made in the first four months of 1963 compared with the same period last year. Page eleven contains financial and statistical information which we feel will provide an up-to-date evaluation of your Company and show the results of our insistence on greater efficiency and productivity. After a slow start the current Florida season has been excellent. Northeast's penetration of the important New York - Miami market climbed from 15.5% in the first quarter of 1962 to 23.0% in the first quarter of the current year. An increase of 11.3% in total Florida passengers was recorded during the first quarter of 1963 over the same period last year. Continued high participation levels on the long haul routes should bring about substantial improvement in operating results throughout the year. Significant cost-cutting techniques have been instituted in 1963 and a number of operational procedures have been changed in order to deliver our product at the lowest possible cost while retaining the highest possible standards of safety, dependability and service. On behalf of the directors and management of Northeast Airlines, I extend sincere thanks to you -- our stockholders, employees and friends -- for your loyalty and understanding during the past year. RESPECTFULLY SUBMITTED, James W. Austin CHAIRMAN OF THE BOARD AND PRESIDENT NORTHEAST AIRLINES, INC. BALANCE SHEET As at December 31, 1962 ASSETS LIABILITIES CURRENT ASSETS: Cash $ 373,582 Accounts receivable 4,472,954 Flight equipment expendable parts, at cost (note B) . 2,617,557 Prepaid insurance and other expenses ...... 177,939 Miscellaneous supplies, at average cost 407,430 TOTAL CURRENT ASSETS 8,049,462 It Special deposits and other assets 185,299 | Equipment and property, at cost: Flight equipment and related spare parts (note B) . . 32,842,667 Ground property and equipment 4,946,271 37,788,938 Less allowances for depreciation, amortization and aircraft maintenance 21,356,061 16,432,877 Jet flight equipment, ground equipment and facilities under long-term leases (note C) Deferred charges, less amortization: Jet aircraft integration program 1,765,250 Route renewal, terminal development and other .... 1,051,860 $27,484,748 CURRENT LIABILITIES: 6% note payable to bank (guaranteed by Hughes Tool Company) Debt instalments due within one year (note A) : 434% notes payable to banks under credit agreement (note B) Equipment trust certificates Obligations for past due rentals of jet flight equipment Obligations for spare parts 6% trade obligations Collections as agent Trade accounts payable Accrued compensation, vacation pay and pension costs Provision for sick leave (note H) Unearned passenger revenue CURRENT LIABILITIES (see below and note A) . Debt due after one year (subject to accelerated payment -- note A) : Equipment trust certificates, 5j4%-7%, due 1964 to 1967 (note B) 5,284,760 Obligations for past due rentals of jet flight equipment, due 1964 to 1971 3,013,147 Instalment obligations for spare parts, 7%, due 1964 to 1968 863,433 6% trade obligations, due 1964 10 1967 (note E) 5,416,583 Long-term lease commitments (note C) Subordinated debt due Hughes Tool Company (note D) : 6/2 % notes payable due 1964 to 1967 5j4% notes payable Other (non-interest bearing) CAPITAL Amounts paid in on common stock, par value $1.00 per share: Authorized -- 6,500,000 shares (notes D and F) Issued and outstanding -- 1,783,688 shares .... Deficit The accompanying notes are an integral part of this balance sheet. $ 4,000,000 714,664 1,763,083 392,760 207,729 2,714,887 1,967,566 2,540,073 2,163,725 1,405,412 1,116,695 18,986,594 14,577,923 9,500.000 16.251,745 1,014,639 11,085,223 (43,931,376) $27,484,748 Page 6 Page 7 NORTHEAST AIRLINES, INC. STATEMENT OF INCOME AND EXPENSE For the Year Ended December 31, 1962 OPERATING REVENUES (note G): Passengers $48,082,078 Express, freight and baggage 1,974,069 Air mail 698,709 Other 635,705 TOTAL OPERATING REVENUES 51,390,561 OPERATING EXPENSES : Flying operations 18,603,048 Maintenance and repairs . . . 13,458,667 Aircraft and traffic servicing 9,421,654 Reservations, sales, advertising and publicity .... 6,403,136 Depreciation and amortization 4,249,958 Passenger service 3,773,663 General and administrative 1,836,158 TOTAL OPERATING EXPENSES (note H) . . . 57,746,284 OPERATING LOSS 6,355,723 NON-OPERATING CHARGES: Interest expense (note D) 1,057,357 Other 827,335 NET LOSS FOR YEAR $ 8,240,415 STATEMENT OF DEFICIT For the Year Ended December 31, 1962 Deficit at beginning of year $34,481,514 Provision for sick leave which relates to prior periods (note H) 1,209,447 Net loss for year 8,240,415 Deficit at end of year $43,931,376 The accompanying notes are an integral part of these statements. Page 8 NORTHEAST AIRLINES, INC. NOTES TO FINANCIAL STATEMENTS A DEFAULTS ON DEBT AND LEASE OBLIGATIONS : In January, 1962, holders of the 4%% notes payable, the equipment trust certi- hcates, and tne instalment obligations tor spare parts, and the lessors ol jet flight equipment, agreed to defer unpaid prin cipal, interest and lease instalments which had become due between June 1, 1961 and January 31, 1962. By agreements and arrangements made later in 1962 further relief was provided for payments due on equipment trust certificates and lease payments on jet flight equipment. Due dates and defaults shown in the bal ance sheet and notes are based on these agreements and arrangements. At December 31, 1962 the company was in default on instalments due in 1962 of $536,000 on the 4%% notes payable to banks under credit agreement and of $47,000 on obligations for spare parts. The company is also in default under provisions of certain of its notes payable and lease agreements which relate to maintenance of minimum amounts of working capital and net worth. The com pany has made some but not all of the payments falling due between January 1, 1963 and April 30, 1963 on its equip ment and trade obligations and its leases. Because of these defaults the holders of the equipment obligations and certain trade obligations have the right to accel erate the due dates of their debt and the lessors of flight equipment have the right to terminate their leases. As of April 30, 1963 no such action has been taken, and the company is negotiating for extensions of time to pay past due amounts. B 4%% NOTES PAYABLE AND EQUIP MENT TRUST CERTIFICATES: The 4%% notes payable to banks under credit agreement are secured by a mort gage on company-owned flight equipment and related spare parts, subject to prior rights of the trustee under equipment trust certificates in Vickers Viscount air craft and Rolls-Royce engines and to prior rights of the vendor under instal ment obligations for spare parts. Equipment trust certificates are secured by title to Vickers Viscount aircraft and Rolls-Royce engines and by a second mortgage on certain of the company's other flight equipment and related spare parts. C LONG-TERM LEASE COMMITMENTS: In 1960, the company leased six Convair jet aircraft and thirty-four engines (in cluding ten spares) for a period of seven years from dates of delivery in December, i960 and January, 1961. Rental pay ments were based on the value ($27,167,- 470) of the equipment as established by the leases, plus 7% interest. In 1962 the engine lease was amended to extend the lease period to December 31, 1970, and options to terminate the lease, purchase the equipment and renew the lease were eliminated. In 1962, by informal arrangements, the annual rental payments under the air craft lease were recalculated on the basis of an extended lease term and a payment schedule extended to December 31, 1971 without an option to terminate the lease. Under the new payment schedules, air craft and engine rentals will aggregate $3,714,000 in each of the years 1963 through 1970 and $2,824,000 in 1971. Costs of taxes, insurance, maintenance and repairs are to be borne by the com pany. Annual rentals under long-term leases for hangar, terminal and reservations facili ties will approximate $1,500,000 in 1963. In addition to the annual rentals, certain of the leases obligate the company to pay maintenance and operating costs. D SUBORDINATED DEBT: The debt due Hughes Tool Company is subject to certain prior rights of the 4%% notes payable, the equipment trust certi ficates and the 6% trade notes payable. Under certain circumstances the princi pal amount of the 6^% and 5J % notes may be satisfied or discharged by issue or sale of common stock of Northeast Air lines, Inc. Hughes Tool Company has agreed to waive all interest on its notes for the years 1962 and 1963. Atlas Corporation, the prior holder of the 5>% notes, had previously agreed to waive interest on these notes for the year 1962. E TRADE OBLIGATIONS : Certain suppliers and other trade credi tors have agreed to defer payment of accounts payable to them as at June 30, 1962 principally on the basis of 36 mon thly payments commencing January 31. 1963, with 6% interest. F EMPLOYEE STOCK OPTION PLAN: At December 31, 1962, 100,000 shares of authorized and unissued common stock were reserved under the company's stock option plan for key employees. Options are granted at prices not less than 85% Page 9 of the fair market value of the stock on the dates granted. At December 31, 1962 options to purchase 26,000 shares were outstanding, of which 21,000 shares were exercisable at prices aggregating $89,250, and 5,000 shares will become exercisable in 1963 at prices aggregating $21,250. G FLORIDA ROUTE RENEWAL : The company has applied to the Civil Aeronautics Board for permanent author ization to operate its route south of New York City and, accordingly, under the law, pending final disposition of the ap plication, is permitted to serve the route beyond the November 27, 1961 expiry of its original five-year authorization. In 1962 the route generated a major portion of the company's revenue. H CHANGES IN ACCOUNTING: In 1962 the company changed its method of accounting for costs of major over hauls of leased engines from the reserve method to an actual expenditure basis. The effect of the change was to reduce maintenance costs and net loss for the year by approximately $1,000,000. In 1961 the company provided for costs of sick leave on a cash basis and in 1962 adopted the accrual basis with a resulting increase in costs and net loss for the year of approximately $200,000 and an in crease in deficit applicable to prior years of approximately $1,200,000. The net effect of the two changes was to reduce the net loss for the year by ap proximately $800,000. LYBRAND, ROSS BROS. EL MONTGOMERY ACCOUNTANTS AND AUDITORS COOPERS C. LYBRAND Northeast Airlines, Inc. Boston, Massachusetts We have examined the balance sheet of Northeast Airlines, Inc. as at December 31, 1962 and the related statements of income and expense and of 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 procedures as we considered necessary in the circum stances. In our opinion, the accompanying statements present fairly the financial position of Northeast Airlines, Inc. at December 31, 1962 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, except for the changes, in which we concur, in accounting methods described in note H to the financial statements. Boston, Massachusetts April 30, 1963 Page 10 NORTHEAST AIRLINESf INC. PROFIT AND LOSS AND STATISTICAL COMPARISON Period: January 1 through April 30, 1962 vs 1963* PROFIT AND Loss 1963 1962 REVENUE: Passenger . . . $18,697,154 $17,575,098 Other . . . 1,401,784 1,160,656 TOTAL REVENUE . . . . . . $20,098,938 $18,735,754 EXPENSE: Direct Operating Expense $10,700,614 $10,437,378 Indirect Operating Expense .... 9,236,713 9,258,000 TOTAL OPERATING EXPENSE . . $19,937,327 $19,695,378 Net Operating Profit or (Loss) $ 161,611 ($ 959,624) Non-Operating Charges 465,228 309,803 Net Profit or (Loss) ($ 303,617) ($ 1,269,427) STATISTICAL Scheduled Plane Miles 7,078,943 7,717,061 Performance Factor 93.57% 91.64% Revenue Plane Miles 6,623,882 7,071,776 Available Seat Miles (000) 509,500 516,620 Passenger Load Factor 58.15% 52.57% Revenue Passenger Miles (000) 296,271 271,563 Convair 880 Passenger Load Factor .... 64.02% 56.65% Viscount Passenger Load Factor 61.23% 54.85% *The above statement is unaudited. The source of these data is the Form 41 Reports which are filed with the Civil Aeronautics Board, except April, 1963 which is estimated. Page 11 FIVE YEAR STATISTICAL RECORD 19 6 2 19 6 1 19 6 0 19 5 9 195 8 Revenue Miles Flown 19,315,430 21,273,364 18,405,778 18,634,712 15,079,659 Passenger Revenue $48,082,078 $48,012,195 $35,366,220 $29,595,435 $22,803,445 Other Revenue 3,308,483 3,116,753 2,564,701 1,854,799 3,935,151* Total Revenue $51,390,561 $51,128,948 $37,930,921 $31,450,234 $26,738,596 Revenue Passengers Carried 1,551,059 1,644,581 1,437,723 1,239,309 955,955 Available Seat Miles 1,381,954,000 1,495,026,000 1,096,762,501 1,031,545,734 860,689,541 Average Passengers per Mile 38.08 35.30 30.73 27.88 27.05 Passenger Load Factor 53.23% 50.23% 51.52% 50.32% 47.30% Revenue Passenger Miles 735,561,000 750,955,000 565,030,520 519,122,839 407,116,418 Available Ton Miles 172,088,705 186,100,260 130,988,374 128,251,103 106,722,236 Revenue Ton Miles 76,716,209 77,921,116 58,908,520 52,880,795 41,890,682 Operating cost per Available Seat Mile 4.18* 3.99* 4.01* 3.60* 3.54* Operating cost per Available Ton Mile 33.55* 31.90* 33.56* 30.83* 28.57* Wages and Salaries $20,898,641 $21,297,576 $17,552,745 $15,463,760 $12,664,019 Number of Personnel 2,700 2,918 2,612 2,553 2,411 ^Includes $2,386,257 of Federal Subsidy. Page 12 NORTHEAST AIRLINES Logan International Airport Boston, Massachusetts