1958 Bert Allenberg* John H. Connelly William Goetz Floyd Hendrickson BOARD OF DIRECTORS Leland Hayward, Chairman Harry White GENERAL OFFICES: T. R. Mitchell Daniel O'Shea Walter Roche William B. Smullin San Francisco International Airport San Francisco 28, California OFFICERS: John H. Connelly T. R. Mitchell C. A. Myhre E. Roger Dahl R. E. Costello Max A. King Walter Roche Floyd Hendrickson President and General Manager Executive Vice President . Vice President-Finance . Treasurer Vice President-Traffic Vice President-Sales . Secretary Assistant Secretary AUDITORS PRICE WATERHOUSE & CO. 120 Montgomery Street, San Francisco, California REGISTRAR Bank of America 300 Montgomery Street San Francisco * Deceased TRANSFER AGENT Crocker-Anglo National Bank 1 Montgomery Street San Francisco Leland Hayward. Chairman John H. Connelly President C. A. Myhre Vice President R. E. Costello Vice President Walter Roche Secretary T. R. Mitchell Vice President E. Roger Dahl Treasurer Floyd Hendrickson Asst. Secretary Max A. King Vice President 1958 1957 1956 1955 1949 TO STOCKHOLDERS, EMPLOYEES, AND PATRONS PACIFIC AIR LINES, INC. OPERATING RESULTS During the year 1958 more than 351,000 passengers were carried almost 79 million passenger miles in scheduled service, which is a 10 per cent increase in number of passengers carried and 12 per cent increase in passenger miles over the previous year. This growth was achieved in spite of the general busi- ness recession which was felt along the Pacific Coast during the first half of the year. During this period more than 26,000 passengers were carried between Burbank- Las Vegas and San Francisco/Oakland-Las Vegas, over which routes service was inaugurated in September, 1957. Further substantial growth in this new market is anticipated for the coming year. Shown below is a ten-year comparison which sets forth the gains your Com- pany has made in market penetration and indicates the growing importance of the Company's contribution to the economic growth and development of the Pacific area. Miles Passengers Available Passenger Flown Carried Seat Miles Miles 5,384,049 351,982 147,312,486 78,331,650 4,551,716 319,276 124,398,543 69,999,789 4,048,797 259,522 107,084,154 55,917,208 3,316,457 236,083 79,005,186 47,131,928 2,419,695 114,573 50,399,055 20,947,484 Load Factor 53.2% 56.3 52.2 59.7 41.6 REVENUE AND EXPENSE Your Company's revenue, excluding mail pay (subsidy), increased 22 per cent over the previous year to a record high of $5,143,950. This increase was due primarily to the record number of passengers carried and an approximate 10 per cent increase in passenger fares. As indicated in prior reports, Pacific Air Lines has been operating since Jan- uary 9, 1956, under a temporary Mail Rate sufficient only to cover our op- erating break-even need. During December 1958 negotiations were begun with staff members of the Civil Aeronautics Board towards establishing a permanent mail rate, calculated to cover the above-mentioned break-even need recognized as necessary by the Civil Aeronautics Board and, also, a return after taxes, based on your Company's investment. These negotiations were concluded early in 1959 and, on May 19, 1959, the Board issued an order fixing a per- manent rate for the period from Januay 9, 1956, through September 30, 1958. This order also fixed a rate for the year beginning October 1, 1958. In accord- ance with this order, cash funds totaling $869,419 were received on June 15, 1959. These funds substantially improve the working capital position of your Company as reflected in the accompanying financial statements. The summary of the operating results for each of the three years ending De- cember 31, ( after adjustment for this revised rate) is presented below: YEAR ENDING DECEMBER 31 Revenues: 1956 1957 1958 From transportation of passengers, freight, mail, etc. ------------------------ $3,573,724 $4,216,726 $5,143,950 Federal subsidy ------------------------------ 1,795,805 2,056,930 2,357,763 $5,369,529 $6,273,656 $7,501,713 Operating expenses ---------------------------- 5,154,251 6,044,896 7,263,997 Operating income ------------------------------ $ 215,278 $ 228,760 $ 237,716 Other expense, Net, ------------------------ 48,230 122,961 81,550 $ 167,048 $ 105,799 $ 156,166 Estimated Federal rncome taxes ______ 93,017 64,743 93,000 Net earnings for year ----------------- $ 74,031 $ 41,056 $ 63,166 FLIGHT EQUIPMENT As previously reported to you, Pacific placed an order with Fairchild Engine & Airplane Company on February 15, 1957, for three F-27 jet powered 44~ passenger aircraft. This order was subsequently increased to 6 aircraft, spare Rolls Royce engines, and other related spare equipment. The first 3 F-27 airplanes were placed in revenue service on April 26, 1959, and the last 3, which were delivered in June, 1959, were placed in service as of July 1, 1959. Financing for the above aircraft was arranged through the Bank of America on November 21, 1958, in the amount of $5,631,000, and, in accordance with Public Law No. 307, $4,631,000 of this loan is guaranteed by the United States Government. Principal payments will aggregate $663,000 per year through 1963 and $463,000 per year for 1964 through 1968. It is anticipated that principal pay- ments and a substantial portion of the interest payments will be provided by depreciation on all the Company's aircraft and related equipment. Your Company's aircraft fleet now consists of 6 F-27 44-passenger jet powered aircraft; 7 Martin 44-passenger aircraft; 10 Douglas 28-passenger DC-3's; 1 Lockheed 6-place aircraft; and 1 PBY 28-place amphibian. The Lockheed is used by Company executives, auditors, and personnel in inspections of your sta- tions at 28 cities. The amphibian will be used in charter and Catalina Island servICe. ROUTE DEVELOPMENTS In our continuing effort to strengthen, improve, and expand our system, the Company was involved in three major route cases during the year: The PACIFIC NORTHWEST case concerned the question of additional local air service along the northern half of the Pacific Coast. On May 28, 1959, a Board order was issued whereby your Company's route was ex- tended north to Portland and by the same order the route of West Coast Airlines was extended south to San Francisco. It is anticipated that service to Portland will be inaugurated ( with your Company's newly-acquired jet powered Fairchild F-27 aircraft) during the summer of 1959. In the PACIFIC SOUTHWEST case Civil Aeronautics Board certifica- tion is sought to provide non-stop service between the following pairs of cities: San Francisco-Los Angeles; San Francisco-Las Vegas; Burbank-Las Vegas; Los Angeles-Las Vegas; and Sacramento-Reno. Your Company has also applied to provide service to the San Joaquin Valley cities of Fresno, Modesto, and Visalia, as well as authority to serve the cities of San Diego, Palm Springs, and Long Beach. Formal hearings commenced in April, 1959, and it is expected that a final Board decision will be reached in 1960. In the SERVICE TO SANTA CATALINA case, Docket No. 7149, the Company requested authority to provide service to Santa Catalina from Burbank, Los Angeles, Long Beach, and San Diego. This application was rejected by an order of the Board issued in April, 1959. However, upon petition for reconsideration, the Civil Aeronautics Board on June 4, 1959, issued Exemption Order No. E-13981 authorizing inauguration of service from Los Angeles, Burbank, and Long Beach to Catalina on a temporary basis pending final decision on our petition for reconsideration. PERSONNEL The progress made by your Company during 1958 was due in a large measure to the efforts of Pacific's skilled and loyal employees, all of whom are now cov- ered by a Company pension plan. During this period Pacific reached amicable, collective bargaining agreements with all segments of its work force without loss of a single man-day due to labor disputes. These contracts provide rates of pay, fringe benefits, and working conditions in line with other compara- ble carriers. No labor problems are anticipated for the coming year. IN MEMORIAM The death of our beloved Director, Bertrum Allenberg, on November 27, 1958, terminated a long, fruitful, and happy association. His pleasant, warm companionship and sage advice will be greatly missed. He not only created a better section of the world in which he lived, but impelled by brotherly love and generosity, earned the ever-lasting gratitude of those who benefit from his association and memory. I I Elko --Q. -- / 0 ---- ':It Lake City b --- Ely / ----- b; Muysvnle :eno : -- . --- , : Sacramento I \ I : Stockton I ' \ .. tf odes'tl , i Merced~ ,~ \ io(F,esno : '\--... ' . \ . ........... ~ : ll-v; .. 1,a ........ " .... . ~ t" .. ,. as Vegas I I I --- ern ,~# I ------ Grand Canyon I' -.. "O # I le I .. ~ # I /\~ # :,. 'QI I 01 Needles J-~ Rterside ?~ I ~.. .... ... . . .... I ~Palm ~prongs ..,. . -~ ---,.. .... I ) - - - - - - - ~ ~ T,csori San O;ego I ) ~ 0 Phoenix FUTURE With your Company's extended routes over which our new equipment will operate, combined with our strengthened financial position, we look forward to 1959, based on results to date, as a good year for Pacific Air Lines. As the rapid growth of this region continues, your Company, whose routes cover the very heart of the Pacific area, may be expected to become an increasingly valued property. Growth trend curves based on historical statistical data of only our Martin equipment and recent F-27 passenger loads indicate possibilities of at- taining average annual loads of approximately 33 passengers while, at the same time, offering a frequency of service suitable to traffic needs, sound econ- omy, and maintaining an conomically realistic competitive position in our major markets. To meet these growth demands, additional modern equipment will be required in order to provide the public with adequate service. Although your management feels that a reasonably high frequency of flights should be offered where warranted, a careful balance, however, must be maintained between flight frequency, cost and traffic development. High frequency, brought about as a result of small aircraft capacity, is economically undesirable. Therefore, in order to avoid resorting to high flight frequencies, with the attendant in- crease in operating costs, aircraft of approximately 55-passenger capacity, per- mitting an operating load factor of 60 per cent, may be indicated in servicing our most dense routes, which routes, of course, offer the maximum opportunity for profit. The capital requirements to finance further equipment needs will impose underwriting problems; however, improvements in net earnings should also result. The retirement of the DC-3's begins a new era in local air service as there is now available ample, comparative statistical data indicating that the saleability of DC-3 service is not conducive to traffic development. As the transition to modern equipment takes place, passenger loads will increase through substan- tial diversion of intercity traffic presently moving via automobiles, buses, and trains, resulting in increased revenue and less subsidy. The traffic potential of our densely populated area can not be developed fully without the most modern equipment. President Operating revenues: Passenger _______________________________ _ _______________________________________________ _ Mail ---------------------------------------------------------------------------------------- Charter and contract operations -------------------------------------------- Express, freight and excess baggage ------------------------------------ 0th er _____________________________________________________________________________________ _ Federal subsidy ---------------------------------------------------------------------- Operating expenses: Flying operations ------------------------------------------------------------------ Direct maintenance-flight equipment -------------------------------- D . . fl" h . eprec1atton- 1g t eqmpment -------------------------------------------- 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 loss on disposition of assets ------------------------------------------ Adjustment of spare parts inventory _____________________________________ _ Others, net ------------------------------------------------------------------------------ Estimated federal income taxes Net earnings for year------------------------------------ Retroactive subsidy for 1956 less related federal income tax _____ _ Earnings retained for use in the business: Balance, beginning of year ---------------------------------------------------- Balance, end of year -------------------------------------- Year ended December 31 1958 1957 (Note C) $4,603,419 $3,791,591 122,400 116,605 289,475 199,257 113,321 91,684 15,335 17,589 5,143,950 4,216,726 2,357,763 2,056,930 7,501,713 6,273,656 2,372,282 1,906,179 1,201,281 1,014,200 358,157 350,955 3,931,720 3,271,334 117,336 82,204 44(011 351,828 287,117 231,340 481,018 379,739 1,063,402 870,970 168,822 122,900 243,739 218,956 429,872 424,850 99,960 90,775 3,332,277 2,773,562 7,263,997 6,044,896 237,716 228,760 61,798 62,757 14,377 10,172 10,129 6,741 43,417 (4,754) (126) 81,550 122,961 156,166 105,799 (93,000) (64,743) 63,166 41,056 69,021 1,134,353 1,024,276 $1,197,519 $1,134,353 ASSETS Current Assets: Cash Accounts receivable: United States Government- mail, pas- sengers and other -------------------------------- Traffic and agents ------------------------------------ Miscellaneous, less allowance for pos- sible losses (1958-$8,306; 1957- $13,000) ---------------------------------------------- Employees ----------------------------------------------- Inventories of materials and supplies, at approximate cost, not in excess of mar- ket ____ _____ _ _ _ ____ _ ___ _ _ ___ ___________ ______ ____________ _ _ _ __ _ 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 ------------------------------------------------------ December 31 1958 $ 61,930 $ 1,672,273 211,461 74,806 7,672 248,315 41,064 2,317,521 4,215,728 725,778 4,941,506 2,750,206 2,191,300 156,296 385,786 2,733,382 4,321 32,802 32,802 1957 12,120 989,727 160,038 26,192 3,834 233,379 3'6;059 1,461,349 3,832,399 678,956 4,511,355 2,123,072 2,388,283 92,695 145,786 2,626,764 4,321 37,521 64,681 102,202 $5,088,026 $4,194,636 LIABILITIES Current Liabilities: Notes payable - current instalments on long-term debt ---- 0 ---- --- ---- --- - ----- - -------- - ----- - Accounts payable ---------------------------------------- Taxes collected or withheld from others ___ _ Accrued expenses ---------------------------------------- Transportation sold, not yet used or re- funded --------------------------------------------------- Estimated federal income taxes ____ _____________ _ Long-Term Debt: 5o/o notes payable to bank-secured by chattel mortgage on flight equipment- maturing in monthly instalments to De- cember 15, 1963. (Note A)------------------- Conditional sales contract ---------------------------- Provision For Federal Income Taxes of Future Years Capital Stock and Surplus: Common stock: Authorized, 40_ ,000,000 shares of 50c par value per share Issued, 671,410 shares --------------------------- Paid-in surplus -------------------------------------------- Earnings retained for use in the business, per accompanying statement (Notes A and C) --------------------------------------------------- $ December 31 1958 1957 349,415 1,439,901 131,182 193,334 30,390 349,820 2,494,042 735,387 6,274 741,661 72,775 335,705 246,324 1,197,519 1,779,548 $ 490,187 917,697 92,108 155,960 29,997 172,742 1,858,691 515,787 515,787 103,776 335,705 246,324 1,134,353 1,716,382 $5,088,026 $4,194,636 NOTES TO FINANCIAL STATEMENTS NOTE A: December 31, 1958 NOTE B: Notes payable at December 31, 1958 comprised the following: 5 % secured bank loan, under agree- ment dated May 1, 1957, due June 15, 1958. Repayment extensions were obtained and the indebted- ness was liquidated on June 17, 1959 ------------------------------------------------$ 142,000 5 % secured bank loan, under agree- ment dated November 21, 1958, payable in monthly instalments of $16,700 commencing January 15, 1959-secured by the Company's present flight equipment _ _________ _____ _ Conditional sales contracts ______________ _ _ 935,787 13,289 $1,091,076 In addition to the foregoing, the Company entered into two new bank loan agreements dated Novem- ber 21, 1958 to finance the purchase of new flight equipment ( see Note B); the particulars of the loan agreements are as follows: 5 % loan, payable in monthly in- stalments of $5,500 for each new Fairchild aircraft acquired, to Jan- uary 15, 1960, and $33,000 month- ly thereafter-to be secured by new Fairchild aircraft and equip- ment ------------------------------------------------$3,964,500 5 % loan, payable in monthly in- stalments of $5,550, commencing July 15, 1959-to be secured by new Fairchild aircraft and equip- ment. ---------------------------------------------- 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 dividencfs ( except in stock) or purchase, redeem or otherwise acquire for value any of 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 the November 21, 1958 loan agreements may be excluded from current liabilities and 60-75 % of any claims for retroactive subsidy pending before the Civil Aeronautics Board, less provision for taxes, may be included in current assets. The Company has agreed to purchase six new Fair- child F-27 turbo-prop aircraft and related spare en- gines, equipment and parts for a total cost of approxi- mately $5,340,000, against which advance payments of $385,786 had been made as of December 31, 1958. All aircraft and a substantial portion of the equipment was received during the first half of 1959. Payment therefor has been made principally from the proceeds of the bank loans as mentioned in Note A. NOTE C: On June 9, 1959 the Civil Aeronautics Board fixed the rates of compensation which the Company is to receive for the transportation of mail by aircraft after January 9, 1956. As a result of this settlement, which was recorded in the accounts as of December 31, 1958 the statement of earnings for 1957 has been restated as follows: Previously As reported restated 1957 earnings ____________ $ 103,139 $ 41,056 Adjustment applicable to 1956 ________ __________ 125,645 69,021 Earnings retained for use in the business, December 31, 1957, 1,253,060 1,134,353 NOTE D: On September 8, 1958, the Board of Directors ap- proved a participating retirement plan for all employ- ees of the Company, other than those who participate in the retirement plan for pilots. The plan is insured and is effective July 1, 1958. To become eligible to participate in this plan an employee must have had five years service with the Company and have attained the age of 25; no credits accrue to employees for serv- ices prior to July 1, 1958. The estimated cost to the Company of such plan for the first policy year is $25,000. As at December 31, 1958, the estimated unfunded portion of past service costs, payable over the next eight years, under the retirement plan for pilots, amounted to approximately $153,000. NOTE E: In accordance with the request of the Civil Aero- nautics Board the Company has in 1958 transferred def erred overhaul costs from def erred charges to flight equipment and the 1957 figures have been re- stated in order to be comparable. The Company also in 1958 changed its method of providing for the cost of overhaul of aircraft. The result of such change was to increase the charge to direct maintenance by approximately $40,000. PRICE WATERHOUSE & Co. To the Board of Directors of Pacific Air Lines, Inco 120 MONTGOMERY STREET SAN FRANCISCO 4 June 29 1959 In our opinion, the accompanying statements present fairly the financial position of Pacific Air Lines, Inc o at December 31 1958 and the results of its operations for the year, in conformity with generally accepted accounting principles o These principles have been applied on a basis consistent wi~h that of the preceding year, except for the change which we approve, in the basis of providing for the cost of overhaul of aircraft as described in Note E to the financial statementso Our examination of these statements was made in accord- ance 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 circumstanceso 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 provides fast, comfortable, economical flights to major vacation areas of the Pacific Southwest. Portland and Catalina are now easily accessible with Pacific's new swift service. For a more enjoyable vacation, arrive refreshed and relaxed-Above All Fly Pacific Air Lines! Las Vegas offers the vacationer the quietness and stillness of a desert night as well as excitement of the bright lights and the spinning wheel. The relaxing atmosphere of Avalon has made Catalina Island a favorite of millions. DING BLUFF ICO I RYSVILLE -----~~ RENO RAMENTO I I OCKTON I I JOSE ,~ : ",. : FRESNO ---- LEGEND - = Routes Non stop Service New Routes -Pending CAB Action Francisco-Oak ctions of this b The charm and serenity of Santa Barbara remain unchanged since the days of the Padres and the Conquistadores. PACIFIC AIR LINES JETHAWK