J . , ... ANNUAL REPORT 1957 l>aso Ro San Luis Obis san\a \Jia Q,tnard" en ~ -------- Los _An - PACtFIC A. IR LINES, INC. John H. Connelly . T. R. Mitchell . . E. Roger Dahl . . R. E. Costello . Max A. King . Walter Roche . Floyd Hendrickson . . B O A R D General Offices: San Francisco International Airport San Francisco 28, California I OFFICERS . President and General Manager . . Executive Vice-President Treasurer . . . Vice-President-Traffic and Sales . . . Vice-President- -Public Relations . . Secretary . Assistant Secretary 0 F DIRECTORS Leland Hayward, Chairman Bert Allenberg * *Harry White John H. Connelly T. R. Mitchell *R. E. Costello Daniel O'Shea Floyd Hendrickson Walter Roche William B. Smullin AUDITORS PRICE WATERHOUSE & CO. 120 Montgomery Street, San Francisco, California REGISTRAR Bank of America 3 00 Montgomery Street San Francisco "' Resigned June, 19 5 8 ,..,.. Elected June, 1958 TRANSFER AGENT Crocker-Anglo National Bank 1 Montgomery Street San Francisco PACIFIC AIR LINES THE YEAR I N FINANCIAL Operating revenues, including subsidy . .. . Operating expenses . .................. . Non-operating expenses . . . . . . . . ....... . Net income, after taxes . . . . . . . . . . . . . Extraordinary income . . . . . . . . . . . . . . . .. Retained earnings . . . . . . . . . . . . . . . . . . . .. Total stockholders' equity .. . ... . ...... . Stockholders' Equity Per Share ..... . STATISTICAL Revenue miles flown . . . . . . . . . . . . . . . . . . . Number of passengers carried* ..... .... . Available seat miles flown* . .. ... .. . . .. . Available seat miles sold* . . . . . . . . . . .... . Per cent of available capacity sold . . ..... . * Scheduled Service B R I E F 1957 1956 $ 6,402,996 $ 5,225,736 6,044,896 5,154,251 122,961 48,230 103,139 5,010 125,645 1,253,060 1,024,276 1,835,089 1,606,305 2.73 2.39 4,551,716 4,048,797 319,276 259,522 124,398,543 107,084,154 69,999,789 55,917,208 56.3 % 52.2 % Serving more than 30 cities in California, Oregon, and Nevada PACIFIC AIR LINES THE PRESIDENT'S REPORT TO OUR STOCKHOLDERS, EMPLOYEES, AND FRIENDS The year 1957 was one of continued progress for Pacific Air Lines. During the year we flew an all-time high of 319,000 passengers almost 70,000,000 passenger miles. On September 29, 1957, we inaugurated daily round-trip service from Burbank to Las Vegas, and from San Francisco to Las Vegas. The traffic trends indicate that these routes will enjoy a substantial further growth and develop into important and profitable segments of our operations. On March 7, 1958, the Civil Aeronautics Board approved our applica- tion to change the Company's name to Pacific Air Lines, Inc., which we believe to be more suitable of the area in which we serve. At this time we find ourselves standing on the threshold of the jet age, which we are confident will result in vastly improved service to the public and, also, further opportunity for the progress of your company and its employees. The following pages, reflecting economic data, are respectfully sub- mitted. i ~ '\ vJbL\ President A&ove all fly Pacific Air Lines PACIFIC AIR LINES FINANCIAL RESULTS 19 57 revenues, excluding subsidy, reached an all-time high of $4,216,000. The graph below depicts the growth during the last five years. $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $4,216 1957 REVENUE GROWTH 1956 1955 1954 1953 In spite of the rising costs of providing service, the results of operations for the year produced a net profit, after taxes of $103,139. At the end of the year stockholders' equity amounted to $1,835,089 or $2.73 per share and the net worth of your company was the highest in the local service industry. PACIFIC AIR llNES FINANCIAL RESULTS - (Continued) A petition has been presented to the Civil Aeronautics Board to estab- lish a permanent rate of subsidy through June 30, 1958 and it is antici- pated that the Board will act upon this petition late in 19 5 8. The at- tached statement of earnings includes two thirds of the total amount of the claim remaining after a retroactive increase in the temporary rate in December, 1958. During the 19 5 7 session of Congress legislation was enacted whereby the government will guarantee 90 % of a loan, up to $5,000,000, to an air carrier for the purchase of new aircraft equipment. On November 17, 1958, our petition for such a guarantee was approved by the Civil Aeronautics Board and, consequently, a government-guaranteed loan commitment totaling slightly more than $5,000,000 was obtained from the Bank of America. Your company has purchased six Fairchild aircraft under this loan and it is estimated that delivery of this equipment will be effected during the first half of 1959. OPERATIONS AND EQUIPMENT You will recall the disastrous fire which destroyed much of our over- haul facilities late in 1955. During 1957 we completed our rebuilding program and are proud to say that our overhaul shop is unequaled else- where in the local service industry. The modern facilities now allow us to perform all maintenance and overhauls necessary to "keep 'em flying" and, after expenditures for additional equipment, will also enabie us to service the forty-four passenger tur ho-prop Fair child air- planes to be delivered in 1959. At the end of the year our fleet consisted of 7 Martinliners and 11 DC- 3 aircraft. PACIFIC AIR LINES A S S E T S Current Assets: Cash Accounts receivable: United States Government-mail, passengers and other (Notes C and D). Traffic and agents . .... .. . Miscellaneous, less allowance for possible losses ( 19 5 7 - $13,000; 1956 - $2,692) ........... . Employees . . . . . . . . . .... . Inventories of materials and supplies, at approximate cost, not in excess of market .. .. . ........ . Prepaid expenses . . . Property and Equipment, at cost: Flight equipment-pledged under notes payable . . Ground and other equipment .. . . . .. . Less-Accumulated depreciation Construction in progress. Deposits on purchase of flight equipment (Note B) . Investments in Service Organizations, at cost Deferred Charges: Extension and development expense .. Other . B A L A December 31 1957 $ 12,120 1,237,033 160,038 26,192 3,834 233,379 114,489 $ 1,787,085 $ 3,661,357 678,956 $ 4,340,313 2,123,072 $ 2,217,241 92,695 145,786 $ 2,455,722 $ 4,321 $ 37,521 157,293 $ 194,814 $ 4,441,942 1956, $ 114,011 689,596 286,157 26,041 4,834 206,945 119,873 $ 1,447,457 $ 3,736,446 561,455 $ 4,297,901 1,765,020 $ 2,532,881 81,080 $ 2,613,961 $ 4,321 $ 34,230 164,795 $ 199,025 $ 4,2 64,7 <>4 N C E s H E E T PACIFIC AIR LINES LIABILITIES Current Liabilities: Notes payable-current instalments on long-term debt Accounts payable Taxes collected or withheld from others Accrued expenses .. ..... . ... . Transportation sold, not yet used or refunded Estimated federal income taxes .. Long-Term Debt: 5 % notes payable to bank-secured by chattel mortgage on flight equip- ment-maturing in monthly instal- ments to June 15, 1963 (Note A) . . Conditional sales contracts .. Provision For Federal Income Taxes of Future Years Capital Stock and Surplus: Common stock: Authorized, 10,000,000 shares of 5 0c par value per share (Note G) Issued, 671,410 sh.ares .. Paid-in surplus Earnings retained for use in the bus- iness, per accompanying statement (Note A) December 31 1957 $ 490,187 917,697 92,108 155,960 29,997 301,341 $ 1,987,290 $ 515,787 $ 515,787 $ 103,776 $ 335,705 246,324 1,253,060 $ 1,835,089 $ 4,441,942 1956 $ 335,210 1,029,379 79,985 134,545 28,876 53,821 $ 1,661,816 $ 857,000 3,187 $ 860,187 $ 136,456 $ 335,705 246,324 1,024,276 $ 1,606,305 $ 4,264,764 PACIFIC AIR LINES STATEMENT 0 F Operating revenues: Passenger . . . . . . . . . . ...... . ... . Mail . . . . . . . . . . ....... . ... . . Charter and contract operations . . Express, freight and excess baggage . Other .. .. . ....... . ..... . Federal subsidy (Notes C and D) . Operating expenses (Note H): Flying operations . . Direct maintenance-flight equipment. Depreciation-flight equipment (Note E) . Direct maintenance-ground equipment . Maintenance burden ........ . . Passenger service . . . . . . . . . . . . . . . . . . . . . . . . . . . Aircraft servicing . . . . . . . . . . . . . . . . . . . . . . . . . Traffic servicing . . . . . . . . . . . . . . . . . . . . . . . . . . . Promotion and sales . . . . . . . . . . . . . Advertising . . . . . . . . . ... .. . ... . . General and administrative Depreciation-ground equipment . .. ... . . . . Operating income Other (income) and expenses: Interest ... . .. . . .. ..... . Extension and development ....... . Net (gain)or loss on disposition of assets . Adjustment of spare parts inventory . Other, net . . . . . . .. . ... . Estimated federal income taxes Net earnings for year . Additional temporary subsidy ($12,100-Note C) and estimated final subsidy ($249,660-Note D) for 19 5 6, less related federal income tax . Earnings retained for use in the business: Balance, beginning of year Balance, end of year . . . . . . . . . . . . . . . . . . EARNINGS Year ended December 31 1957 1956 $ 3,791,591 116,605 199,257 91,684 17,589 $ 4,216,726 2,186,270 $ 6,402,996 $ 1,906,179 1,014,200 350,955 $ 3,271,334 $ 82,204 351,828 231,340 379,739 870,970 122,900 218,956 424,850 90,775 $ 2,773,562 $ 6,044,896 $ 358,100 $ 62,757 10,172 6,741 43,417 ( 126) $ 122,961 $ 235,139 132,000 $ 103,139 125,645 $ 228,784 1,024,276 $ 1,253,060 $ 3,129,855 102,496 224,101 95,855 21,417 $ 3,573,724 1,652,012 $ 5,225,736 $ 1,604,876 847,228 264,646 $ 2,716,750 $ 72,280 320,164 209,605 342,246 763,249 107,621 193,828 383,529 44,979 $ 2,437,501 $ 5, 154,251 $ 71,485 $ 45,902 7,243 (2,497) (2,418) $ 48,230 $ 23,255 18,245 $ 5,010 $ 5,010 1,019,266 $ 1,024,276 PRICE WATERHOUSE & Co. To the Board of Directors of Pacific Air Lines, Inc. 120 MONTGOMERY STREET SAN FRANCISCO 4 December 1 1958 In our opinion, the accompanying statements present fairly the financial position of Pacific Air Lines, Inc. (formerly Southwest Airways Company) at December 31 1957 and the results of its operations for the year, in conformity with generally accepted accounting principles. These principles have been applied on a basis consistent with that of the pre- ceding year, except for the change which we approve, in the basis of providing depreciation on certain flight equipment as described in Note E to the financial statements. Our examina- tion of these statements 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. Certain receivables from the United States Government selected for tests were not confirmed by direct correspondence, but we satisfied ourselves as to these amounts by means of other auditing procedures. PACIFIC AIR LINES N O T E S T 0 FINANC IAL STATEMEN TS December 31, 19 5 7 NOTE A: Notes payable at December 31, 195 7 comprised the following: 5 o/o secured bank loan, under agreement dated May 1, 1957, payable in monthly instalments of $15,000 to May 15, 1958, and balance payable June 15, 1958 ........ $ 307,000 5 /~ secured bank loan, under agreement dated May 1, 1957, payable in monthly instalments of $30,000 commencing July 15, 1958 to May 15, 1963, and balance payable June 15, 1963 ............................ 695,787 Conditional sales contract ................... 3,187 $ 1,005,974 During 1958, repayment extensions were obtained for both bank loans; as at November 21, 1958, the balances payable were $142,000 and $695,787, re- spectively. On November 21, 1958, the Company entered into two new bank loan agreements to finance the pur- chase of new flight equipment ( see Note B) and provision was made for repayment of the balances due under the May 1, 1957 loan agreement. Par- ticulars of the new loan agreements are as follows: 5 % loan, payable in monthly instalments ments of $16,700, commencing Decem- ber 15, 1958 - secured by the Com- pany's present flight equipment ............ $ 1,000,000 5 % loan, payable in monthly instalments of $5,500 for each new Fairchild air- craft acquired, to January 15, 1960, and $33,000 monthly thereafter-to be se- cured by new Fairchild aircraft and equipment .............................................. 3,964,500 5 % loan, payable in monthly instalments of $5,550, coinmencing July 15, 1959- to be secured by new Fairchild aircraft and equipment ........................................ 666,500 On November 17, 1958, the Civil Aeronautics Board undertook to guarantee 90 % of the principal amount and 100% of the interest on the two 5 % loans aggregating $4,631,000. Under the terms of the November 21, 1958 loan agreements, the Company has agreed that ( 1) it will not, without the prior written consent of the bank, pay any dividends ( except in stock) or purchase, redeem or otherwise acquire for value any if its out- standing shares, and (2) commencing January 1, 1959 will maintain current assets at least equal to current liabilities; for the purpose of this computa- tion, current instalments under both loan agreements may be excluded from current liabilities and 60-75 % of claims for ,etroactive subsidy pending before the Civil Aeronautics Board, less provision for taxes, may be included in current assets. NOTE B: The Company has undertaken a program calling for the purchase of six new Fairchild F-27 turbo-prop aircraft and related spare engines, equipment and parts for a total cost of approximately $5,340,000, against which advance payments of $145,786 had been made as of December 31, 1957. Delivery is scheduled for the first half 0f 1959, at which time the balance will be payable. NOTE C: On December 5, 1958, the Civil Aeronautics Board increased the temporary rate of pay for the transpor- tation of mail for the period from January 9, 1956 to June 30, 1958. As a result, the Company is entitled to receive additional compensation of $135,857 for 1957 and $12,100 for 1956 and these amounts have been included in the accompanying financial state- ments. NOTE D~ The Company has applied to the Civil Aeronautics Board to establish a final rate for the period Janu- ary 9, 1956 through June 30, 1958, and has filed a claim for additional compensation for this period. In the opinion of the management, the amount claimed is reasonable and has been determined in accordance with airline subsidy practices and procedures. How- ever, in order to provide for possible disallowances by the Civil Aeronautics Board only 66 % of the amount claimed for the period from January 9, 1956 to December 31, 195 7, has been included in the accompanying financial statements; these amounts were $276,590 for 195 7 and $249,660 for 1956. PACIFIC AIR LINES NOTES TO FINANCIAL S T AT E M E N T S ( Continued) December 31, 1957 NOTE E: During the year ended December 31, 195 7, the Company changed the basis of providing depreciation on certain flight equipment acquired during 1956 in order that such equipment would become fully de- preciated at approximately the same time as similar equipment previously acquired. The effect of such change was to increase 1957 depreciation by approxi- mately $50,000. NOTE F: During 1956, the Company created an insured re- tirement plan for its pilots. During the year ended December 31, 1957, income was charged with $28,476 representing cost of current service and a portion of past service liability. As at _ December 31, 1957, the estimated unfunded portion of past service costs, pay- able over the next nine years, amounted to approxi- mately $167,000. On September 8, 1958, the Board of Directors ap- proved a participating retirement plan for all em- ployees of the Company, other than those who participate in the retirement plan for pilots. The plan is to be insured and is to be effective July 1, 1958. To become eligible to participate in this plan an em- ployee must have had five years service with the Com- pany and have attained the age of 25; no credits accrue to employees for services prior to July 1, 1958. The estimated cost to the Company of such plan is not expected to exceed $30,000 per year. NOTE G: On October 23, 1958, the Company's Articles of Incorporation were amended to increase the authorized capital stock of the Company to $20,000,000 com- prising 40,000,000 shares of common stock having a par value of 50c per share. This action was necessary under the laws of the State of Arizona in order to enable the Company to increase the limitation on maximum indebtedness. NOTE H: Operating expenses for the year ended December 31, 1956, have been reclassified in accordance with the provisions of the new uniform system of accounts prescribed by the Civil Aeronautics Board, effective January 1, 1957. ;;,6111 PACIFIC AIR l.--lNES RADAR Equipped PACIFIC AIR LINES