SAN FRANCISCO OAKLAND EATTLE IPASHJNGTON OREGON LEGEND - = Routes Non stop Service New Routes -Pending CAB Action DENVER ----------_.o --- ~RAND JUNCTtON COLORADO Pacific Air Line's San Francisco base (top right) at the new International Airport serves the exploding industrial and population growth of the West. President's Letter TO OUR STOCKHOLDERS, EMPLOYEES AND PATRONS It is gratifying to report that for the year ended December 31, 1959, your Company reached new highs in Miles Flown, Passengers Carried, Available Seat Miles, and Passenger Miles Traveled. Without excep- tion, these records achieved in 1959 were the highest in the Company's history. Despite the fact that there were considerably more available seats for passengers, the load factor was higher than that of 1958. The table shown below will illustrate these gains: Miles Passengers Available Passenger Load Flown Carried Seat Miles Miles Factor 1959 6,010,324 421,813 170,226,042 93,635,632 55.0% 1958 5,384,049 351,982 147,312,486 78,331,650 53.2 1957 4,551,716 319,276 124,398,543 69,999,789 56.3 1956 4,048,797 259,522 107,084,154 55,917,208 52.2 1955 3,316,457 236,083 79,005,186 47,131,928 59.7 1949 2,419,695 114,573 50,399,055 20,947,484 41.6 Revenues from the transportation of passengers, freight, and mail, were the highest in the Company's history. Although operating income was the largest ever achieved by PACIFIC AIR LINES, expenses and income taxes were heavy, reducing net income appreciably. Cash flow per share was the greatest ever achieved. The Company is vigorously endeavoring to lengthen and strengthen its routes and, also, to upgrade its fleet of aircraft. These achievements would not have been possible without the con- tinued counsel, guidance and assistance of the directors, officers, and employees. Needless to say, no efforts are being spared to develop more passenger, charter, and freight traffic. I can safely state to you that the outlook for the Company is better than it has ever been, and that we of management are anticipating a larger and more profitable operation in the years ahead. Respectfully, John H. Connelly, President Revenues: Revenue and Expense Revenues from transporting passengers, freight, and mail in 1959 amounted to $6,705,000, a 30% increase over the $5,r44,000 recorded in 1958. Also in 1959, despite the substantial increase in service offered to the public, Mail Pay, received from the Govern- ment, increased only 6% to $2,507,000 from $2,358,000 in the preceding yea.i;. Total revenues climbed to an all-time high of $9,212,000, a 22% increase over the $7,502,000 which was re- corded in 1958. Following is a summary of the income accounts for the past three years: , 1959 1958 1957 From passenger, freight, mail, etc. ....................... . $6,705,000 $5,144,000 $4,217,000 2,057,000 6,274,000 6,045,000 Mail Pay ................................................................. . 2,507,000 Total 9,212,000 Operating expenses ..................................................... . 8,952,000 Operating income ....................................................... . 260,000 Other expense, net .............................. , ........................ . 208,000 52,000 Estimated federal income tax ..................................... . 32,000 Net earnings ............................................................... . 20,000 Special credit* ........................................................... . 44,000* $ 64,000# 2,358,000 7,502,000 7,264,000 238,000 82,000 156,000 93,000 63,000 $ 63,000 229,000 123,000 106,000 65,000 41,000 $ 41,000 * This item is the excess of insurance proceeds over carrying value of aircraft destroyed, net of income tax paid. # Does not include a $12,000 credit arising from unredeemed passenger tickets. As reported last year, a final Mail Rate had been established, effective October 1, 1958. This Mail Rate was based upon an assumed operation of Douglas DC-3 and Martin 202 aircraft which the Company was operating at that time. During the second and third quarters of 1959, six Fairchild, jet powered F-27 aircraft were placed in revenue service, which increased the capital investment of the Company to approximately $7,000,000. Mail Rates are presently established on the basis of operating breakeven-need plus a return of 9.5% on recognized investment, after income taxes. The October 1, 1958, Mail Rate was insufficient to cover cur- rent breakeven-need plus the 9.5% return on the increased in- vestment base. Therefore, a petition was filed with the Civil Aeronautics Board to establish a new, adequate rate to cover the current operation and investment. According to its present schedule, the Civil Aeronautics Board will establish a new final Mail Rate during the fourth quarter of 1960. This will be retroactive to November 1, 1959, the date upon which PACIFIC AIR LINES filed a petition for the then new rate . The revenues shown above ( see note B to the financial state- ments) include $140,000 for November and December, which fig- ure, subject to the Civil Aeronautics Board's review of the opera- ting expenses for the period, is estimated to be only about two thirds of the total amount due for the two months. Passengers First Class Passengers Coach 1959 REVENUE DOLLAR Fuel and Oil For Aircraft 38.7 1955 1956 1957 1958 1959 1955 1956 1957 1958 1959 40 PASSENGERS CARRIED (Thousands) PASSENGER MILES (Millions) 60 Parts and Supplies / 70 80 Other Goods and Services 90 Source ~ Disposition '-- Depreciation 3.3 Insurance 3.2 Taxes 2.0 Interest 0.8 Retained in Business 100 Flight Equipment The Company's fleet of aircraft now includes as its most mod- ern units, six F-27 aircraft, the first three of which were placed in revenue service in April, 1959, and the remaining three in July of the same year. This program of modernizing the Company's fleet of aircraft, to keep pace with the demands of adequate and efficient service, was further extended when negotiations were completed in 1959 to purchase eight pressurized Martin 404 aircraft in exchange for cash and five of the Company's seven non-pressurized Martin 202 aircraft. Financing was arranged through the Bank of America for a total amount of $686,000, and, in accordance with Public Law No. 85-307, a portion of this loan is guaranteed by the United States Government. Six of the newly purchased pressurized and air conditioned air- craft have been received and placed in service. The balance of two planes will be delivered later this year. Your Company's aircraft fleet will soon consist of 6 F-27, 44-passenger jet powered, pressurized aircraft; 8 Martin 404 pres- surized aircraft; 2 Martin 202 non-pressurized aircraft; 7 Douglas DC-3 aircraft; 1 Lockheed Executive 6-place aircraft; and 1 PBY 28-place amphibian. The Lockheed, PBY, and one DC-3 are presently being offered for cash sale. Route Developments Route applications filed with the Civil Aeronautics Board by PACIFIC AIR LINES are designed to improve and strengthen the present system and provide a service required in the public interest. Decision in the PACIFIC NORTHWEST CASE in 1959, re- sulted in extending service to Portland, Oregon, and this service was inaugurated on September 1, 1959 . . A petition has been filed with the Board requesting that the case be re-opened in respect to the issue of service to Reno, Nevada. A decision should be rendered by the Board in the latter part of 1960. Decision is expected this year in the PACIFIC SOUTHWEST CASE in which a substantial improvement in service is sought through non-stop authority between San Francisco-Los Angeles; San Francisco-Las Vegas; Burbank-Las Vegas; and Los Angeles- Las Vegas. Authority is also requested to serve Fresno, Modesto and Visalia, as well as San Diego, Palm Springs and Long Beach. Final decision by the Civil Aeronautics Board on the petition for reconsideration in the SERVICE TO CATALINA CASE re- sulted in denial. Temporary service offered during the summer of 1959 was terminated on October 15, 1959. Extensive route applications have been filed in the SOUTHERN ROCKY MOUNTAIN AREA LOCAL SERVICE CASE. Final decision in this case is not expected until 1961. Personnel The growth of the Company, as described in this annual re- port, could not have been accomplished without the continued enthusiastic support and hard work of all the people who make up PACIFIC AIR LINES. Total employees now number 775 of whom 120 are pilots. Our personnel department staff has been expanded to handle all union contracts, wage administration, training, welfare, and the proper supervision of the Company's extensive operating man- uals. The Company has, in addition to a pension program, a group .Ii e and health insurance program. The pilots are covered under two plans, the "A" plan which became effective in April, 1956, and a "B'' plan with somewhat wider benefits which will become effective in July, 1960. There is a pension plan for all other employees after they have served in the Company for a stip- ulated period of years. 1959 was a year of expansion and growth, and your manage- ment is pleased to advise of the outstanding efforts put forth by the employees of your Company. . Balance Sheet Assets Current Assets: Cash Accounts receivable: United States Government- mail, pas- sengers and other (Note B) ---------------- T raffic and agents ___ ___ _______________________________ _ Miscellaneous, less allowance for possi- ble losses ( 1959 - $3,678; 1958- $8,306) ----------------------------------------------- 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 ____________________ _________ _ Deposit on purchase of flight equipment ___ _ Investments, at cost Funds set aside for replacement of flight equipment Deferred Charges: Extension and development expense _________ _ Introductory cost of new flight equipment, less amortization (Note C) -------------------- Other ------------------------------------------------------------ December 31 1959 1958 61,930 $ 577,074 584,677 431,022 66,355 7,503 272,496 244,179 2,183,306 9,288,267 850,554 10,138,821 3,549,040 6,589,781 14,831 9,694 6,614,306 4,321 43,767 57,584 94,070 11,769 163,423 $ 9,009,123 $ 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 $5,088,026 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 re- funded ------------------------------------------------------ Estimated federal income taxes _________ __________ _ Long-Term Debt (Note A): 5% note payable to bank-secured by chattel mortgage on flight equipment _ __ _ 51/4% notes payable to bank-secured by chattel mortgage on flight equipment __ 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 (Note A) December 31 $ 1959 663,000 1,148,961 150,439 227,256 44,894 438,753 2,673,303 599,20.0 3,837,100 4,436,300 44,142 335,705 246,324 1,273,349 1,855,378 $9,009,123 $ 1958 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 $5,088,026 Statement of Earnings Operating revenues: Passenger -------------------------------------------------------------------------------- Mail _ ____ ___________ _________________________ ____ ______ ______ ------------------- ---------_ _ Charter and contract operations ____ ____ _ __________ ___ _____________ _ _ ____ __ _ Express, freight and excess baggage _______ ____ c ____________ ______ __ ____ _ _ Other ----------. --------------------------------------------------------------------------. Federal subsidy (Note B ) ------------------------------------------------------ Operating expenses (Note C): Flying operations --------------~ -------------------------"------------------------- Maintenance -------------------------------------------------------------------------- Passenger service -------------------------------------------------------------------- Aircraft and traffic servicing _ _ ______________ _ ___ _ ________________ _ ___________ _ Promotion and sales _ ______ ________________________ _ _ _ _ ________ ____ _______________ _ _ General and administrative ______ _ ___ ______ ___ _ ___ _______ _ _ ______ _ ____ ________ _ Depreciation and amortization ______ ___________________________ _ _______ ____ _ Operating income Other (income) and expenses: Interest (Note C) ------------------------------------------------------------------ Extension and development _ ______ _____ ______ _ _ ________________ _____ ______ ____ _ Net loss on disposition of assets ____________ _ _ _________ ____ _ _______ _ _ _ ____ _ _ Other, net ------------------------------------------------------------------------------ Estimated federal income taxes Net earnings for the year (Note C) ------ Special credits ( net of federal income taxes thereon) : Excess of insurance proceeds over carrying value of air- craft destroyed ------------------------------------------------------------------ Amounts provided in prior years for unredeemed passenger tickets determined to be in excess of requirements _ _____ _ _ _ _ Earnings retained for use in the business: Balance, beginning of year__ ______ _ _ _ _ _ _______ __________ _ ~ -------------------- Balance, end of year__ ________ ____________ _ _ ________ _ Year ended December 31 1959 $5,764,854 134,919 655,128 124,644 26,164 6,705,709 2,506,588 9,212,297 2,789,462 2,039,088 426,630 1,983,907 511,807 536,023 665,495 8,952,412 259,885 183,982 17,558 7,083 (412) 208,211 51,674 (31,611) 20,063 43,767 12,000 1,197,519 $1,273,349 1958 $4,603,419 122,400 289,475 113,321 15,335 5,143,950 2,357,763 7,501,713 2,372,282 1,759,628 287,117 1,544,420 412,561 429,872 458,117 7,263,997 237,716 61,798 14,377 10,129 (4,754) 81,550 156,166 (93,000) 63,166 1,134,353 $1,197,519 Notes to Financial Statements NOTE A: Notes payable at December 31, 1959 comprised the following: 5 % bank loan, payable in monthly instalments of $16,700 to Decem- ber 15, 1963, serured by the Com- pany's DC-3 and M-202 type flight equipment ...................................... $ 799,600 5 % bank loans, payable in monthly instalments of $38,550 to February 15, 1969, serured by the Com- pany's Fairchild F-27 aircraft and equipment ...................................... 4,299,700 $5,099,300 The Civil Aeronautics , Board, under agreement dated November 17 1958, guaranteed 90% of the principal amount and ,100% of the interest on the 5% loans. Under the terms of the bank loan agreements, the Company has agreed that ( 1) it will not, with- out the prior written consent of the bank, pay any dividends ( except in stock) or purchase, redeem or otherwise acquire for value any of its outstanding shares, and ( 2) maintain current assets at least equal to rurrent liabilities; for the purpose of this com- putation, current instalments under the loan agree- ments may be excluded from rurrent liabilities and 60-75% of any claims for retroactive subsidy pend- ing before the Civil Aeronautics Board, less provi- sion for taxes? may be included in current assets. NOTE B: Because of increased operating costs due to use of new type flight equipment, the Company has petitioned the Civil Aeronautics Board for an in- crease in mail pay, effective November 1, 1959. In the opinion of management the estimate of addi- tional compensation for this period, determined in accordance with airline subsidy practices and pro- cedures, is reasonable. However, in order to provide for possible disallowances by the Civil Aeronautics Board, and in conformity with past practices, only 66 2/3% of the estimated additional compensation is included in the accompanying financial statements; this amount for the period November 1 through December 31, 1959 is $140,000. NO TE C: Net income for 1959 is approximately $55,000 greater than it would have been under former meth- ods as a result of the following changes in account- mg practice which were adopted during the year: Deferral to fuhue years of introductory costs of new flight equipment ................ $45,000 Capitalization of interest charges on borrowed funds advanced to manufactu- rers NO TE D: 10,000 $55,000 The Company has entered into a purchase agree- ment dated November 30, 1959, with another air line for the purchase of eight ( 8) Martin Model 404 aircraft for the aggregate amount of $1,600,000, of which $1,100,000 is to be paid in cash on vari- ous delivery dates of the aircraft throughout 1960. The balance of $500,000 is to be liquidated by the delivery of five ( 5) of the Company's Martin Model 202 aircraft to the other air line. This agreement to purchase is contingent upon the prior approval and guaranty by the Civil Aeronautics Board of a pro- posed aircraft purchase loan between the Company and Bank of America. NOTE E: As at December 31, 1959 the estimated unfunded portion of past service costs under the retirement plan for pilots, payable over the next seven years, amounted to approximately $134,000. ;~~::)~\}~~1f:\{1-}~1J}f/r;~~\~~.~::.,s~~~~ /;;~Gr. ~~~~.:~"Pf'".-..-, .. ,,_l~,'~~,_ - f; . ~~:~~'/l~11r:f~:~,j~JJ~1.;~~t1;~;}t~~lj:1;~i1{~'.\~,1 \ ]~, , :, '\ I ! , j I PRICE WATERHOUSE & Co. To the Board o~ Directors of Pacific Air Lines, Inc. 120 MONTGOMERY STREET SAN FRANCISCO 4 April 20 1960 In our opinion, the accompanying statements present fairly the financial position of Pacific Air Lines, Inc. at December 31 1959 and the results of its operations for the year, in conformity with generally accepted accounting prin- ciples. These principles have been applied on a basis con- sistent with that of the preceding year, excep t for the changes, which we approve, as described in Note C to the financial state- ments. 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 circum- stances. 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 oiher auditing procedures. Board of Directors John H. Connelly William Goetz Floyd Hendrickson R. E. Costello BOARD OF DIRECTORS Leland Hayward, Chairman GENERAL OFFICES San Francisco International Airport San Francisco 28, California OFFICER. S T. R. Mitchell Harry White Walter Roche C. A. Myhre John H. Connelly .............................. President and General Manager T. R. Mitchell... ........................................... Executive Vice President C. A. Myhre .................................................... Vice President-Finance R. E. Costello .................................................... Vice President-Traffic Max A. King .......................... ............................ Vice President-Sale. E. Roger Dahl ...................................................................... Treasurer Walter Roche ....................................................................... .Secretary Floyd Hendrickson ................................................ Assistant Secretary AUDITORS PRICE WATERHOUSE & CO. 120 Montgomery Street, San Francisco, California REGISTRAR Bank of America 300 Montgomery Street San Francisco TRANSFER AGENT Crocker-Anglo National Bank 1 Montgomery Street San Francisco Night drilling operation, Bakersfield, California. In addition to providing water for agriculture and power for industry, Shasta Dam has created a ma;or water sports area. The architecturally distinctive IBM plant at San Jose symbolizes the spectacular growth of the electronics industry in the West. Skiing has become a major sport :,;L ."1,~. , in Western snow country, r.h, "1 t :r 1 ~~~l, at .. tractf thousand . s yearly. " ff,:~_ <' ,~ ti. .,,.,. ~ .... ~ .. q,/ ... - .,~.,.., ,, -W.C:j;,, -i Serving an area with the most rapidly expanding economy in the nation New industries-new techniques and materials to create more industries- seem to spring up daily in the Western states as people, and still more people, continue to pour in from across the nation. Pacific Air Lines is proud to serve this new West . . . and to grow along with it. Shipping and lumber, two of the West's major industries. Large liquid fuel rocket engines for the Air Force Titan ICBM undergo captive firing at the Sacramento, California test facility of the Aerojet Corp. ~CIFI