Pacific Air Lines Annual Report 1966

PACIFIC AIR LINES TWENTY-SEVENTH ANNUAL REPORT 1966
DIRECTORS
MATTHEW E. McCARTHY, Chairman of
the Board, President and Chief Execu-
tive Officer, Member of the Executive
Committee
DAVID R. GRACE, Director and Member
of the Executive Committee
General Partner, Sterling, Grace & Co.,
New York
RICHARD E. LANG, Director and Member
of the Exequtive Committee
Chairman of the Board of Lang & Co.,
Seattle
H. PETER KRIENDLER, Director
Managing Director, "21 Club," New York
JOSEPH MARTIN, JR., Director
Partner in the Law Firm of Miller, Groe-
zi nger, Pettit, Evers & Martin, San
Francisco
LLOYD W. MARTIN, Director
President of Reed & Martin, Honolulu
C. A. MYHRE, Director, Executive Vice
President and General Manager, Pacific
Air Lines
ROBERT SETRAKIAN, Director
President of Setrakian and Company,
San Francisco
Chairman of the Board of the Valley
National Bank
IAN G. THOMSON, Director
President of The Chartered Bank of Lon-
don, San Francisco
HARRY S. WHITE, Director
MAX H. WYMAN, Director
Partner, M. A. Wyman Lumber Co.,
Seattle
PACIFIC AIR LINES 1966 ANNUAL REPORT
San Francisco International Airport
OFFICERS
MATTHEW E. McCARTHY, President
C. A. MYHRE, Executive Vice President &
General Manager
R. E. COSTELLO, Vice President-Traffic
R. C. COUK, Vice President-
Flight Operations
H. W. SWENSON, Vice President-Finance
J. C. O'CALLAHAN, Vice President-
Economic Research & Planning
J. W. STEFFEN, Vice President-
Engineering & Maintenance
W. H. LEVINGS-Secretary
DAVID R. GRACE-Assistant Treasurer
RICHARD E. LANG-Assistant Treasurer
MAX H. WYMAN-Assistant Secretary
1
CONTENTS
Directors and Officers
Chairman's Letter
Operational Review
Financial Highlights
Balance Sheet
Statement of Income and
Earned Surplus
Statement of Source and
Application of Funds
Page
Inside Cover
3
4
7
8
10
11
Notes to Financial Statements 12
2
Mr. Matthew E. McCarthy, left, Chairman of the Board and President,
and Mr. C. A. Myhre, Executive Vice President and General Manager.
TO OUR STOCKHOLDERS:
The year 1966 produced gross rev-
enues of $16,773,105 compared to
$14,684,589 in 1965. Net operating and
other costs for 1966 were $16,622,389
compared to $13,984,252 in 1965,
resulting in a net income of $150,716
compared to $700,337 in 1965.
Your company placed in service in
midsummer 1966 two leased Boeing
727s, and in September purchased one
Boeing 727 for delivery in March 1967.
Two additional Boeing 737s were pur-
chased in September 1966 which, when
added to the four Boeing 737s previ-
ously purchased, places six of these
planes on order with deliveries starting
in November 1967. This necessary in-
vestment in jet equipment to insure
Pacific's future involves large transi-
tion costs in upgrading our depart-
ments to handle pure jet equipment
and large introductory costs in placing
these planes in service on our route
system.
In 1966, new office and maintenance
buildings were substantially completed
and occupancy of the facilities was
commenced in January 1967. Installed
therein is the latest in computers-the
IBM 360 model 30. The new buildings
and computer will mean greater effi-
ciency and cost control.
Plans were completed to erect, in
1967, a training center on our 16-acre
complex at San Francisco. This train-
ing center will house a Boeing 737
simulator which will reduce pilot train-
ing costs and will contain necessary
classrooms and equipment for training
our stewardesses, sales, reservation,
mechanics, and other personnel.
The forty-two day strike against five
major airlines affected our general
revenues, due to the loss of interline
traffic. In November 1966 our mechan-
ics, dissatisfied with the settlement
reached by the five major trunk air-
lines, struck our company for six days.
Final agreement was reached in the
general area of the trunk line settle-
ment. These strikes were costly to your
company.
Previous to the time Pacific received
its Boeing 727 aircraft in July and
August 1966, the California Public Utili-
ties Commission permitted PSA, an
intra-state carrier, to enter our San
Jose-Los Angeles non-stop market for
which our Boeing 727s were intended.
This also adversely affected our rev-
enues. The Civil Aeronautics Bo~:ird,
in response to this action by the Cali-
fornia Public Utilities Commission,
granted your company four new non-
stop routes, i.e., Burbank-Oakland,
Burbank-San Francisco, Burbank-San
3
Diego, and Burbank-Sacramento. Pa-
cific has exemption applications now
pending before the Civil Aeronautics
Board to fly the following non-stop
routes: San Francisco-Los Angeles,
Burbank-Las Vegas, Burbank-Port-
land, and Burbank-Palm Springs.
Your company, in keeping with its
present and future growth, has ap-
pointed three new vice presidents:
Juan C. O'Callahan, Economic Re-
search and Planning; John W. Steffen,
Engineering and Maintenance; and
Harry W. Swenson, Finance.
Plans are firm to operate our new
non-stop routes as of May 1, 1967, and
management feels confident that your
company's growth in 1967 will be
enhanced.
4/(_aad~~
MATTHEW E. McCARTHY,
Chairman of the Board and President
OPERATIONAL REVIEW
MARKETING
Seated around a conference table (at right)
are key members of the Marketing Depart-
ment, under the direction of Acting Vice
President Walter A. Rollins (center).
The group, along with their Marketing
associates, are planning new and exciting
advertising programs to coincide with the
expanded April 30 schedules. New ad-
vertising and promotional campaigns are
being initiated in conjunction with Stan
Freberg, one of the country's foremost
creative and performing personalities.
The Marketing Department has been
strengthened with the addition of (~eated
around table) Alfred Kay, Director-Press
Relations and Advertising; Warren W.
Lauer, Director-Reservations; Ralph A.
Johansen, Director-Sales; and Chief
Stewardess Carolyn Ward.
INDUSTRIAL RELATIONS
A six-day strike by the airline mechanics
was settled in November, and a contract
with the union was drawn to expire on
March 1, 1969. Other union contracts with
Pacific's pilots, stewardesses, dispatchers
and station personnel extend beyond 1967.
Director- Industrial Relations, William H.
Levings, is shown in photograph (at right)
interviewing new personnel.
4
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GROUND OPERATIONS
Ground operations, under the supervision
of Eric J. Wilson (lower right on opposite
page) is currently engaged in a program to
improve the handling of passengers, bag-
gage and ticketing; and throughout Pa-
cific's 37 stations in three Western states
is a new sense of co-ordination and dedi-
cation.
Contributing to the efforts is Lincoln F.
Stock, who here checks the catering serv-
ice, always important to both passenger .
and airline.
ROUTE DEVELOPMENT
Raymond E. Costello (shown in photo at
the bottom of this page) is Vice President
-Traffic, and his principal duties are con-
cerned with route development. The work
of Mr. Costello, conducted in conjunction
with other company offic~rs, can be seen
on the route map on inside back cover.
Numerous applications for new routes and
new authority are on file with the Civil
Aeronautics Board.
MAINTENANCE AND
ENGINEERING
John W. Steffen, Vice President-Mainte-
nance and Engineering (top left) sums up
the objectives of his department in this
5
way: "We are here to provide airplanes
that are reliable and available-and when
put to use in the sky will continue that re-
liability and availability. The planes must
be safe for the passenger and economical
for the company."
Pacific's new base has made this ob-
jective a reality; man-hours have been re-
duced and the maintenance work is being
done even better. New cost-controls have
been initiated, as well, with the aid of an
IBM computer system.
TRAINING
A new Training center will be constructed
in 1967 within Pacific's 16-acre complex,
and a 737 flight simulator will be installed
there. For the first time, all training activi-
ties will be carried out under one roof-
training programs for pilots, stewardesses,
mechanics, reservations and sales per-
sonnel, etc. These programs, in convenient
and efficient classrooms, will produce an
even higher degree of proficiency and
productivity among Pacific's personnel.
RESEARCH
Juan O'Callahan, Vice President-Eco-
nomic Research and Planning (top right
photo on the fo11owing page), is engaged
RESEARCH (Con't.)
in an exacting project that will project
Pacific's general needs, routes and equip-
ment over a five-year period. His depart-
ment has just completed a study concern-
ing Pacific's system and the expanding
Hollywood-Burbank airport area.
FLIGHT OPERATIONS
Rudy C. Couk, Vice President-Flight
Operations, has under his direction the
company's pilots, co-pilots, flight engi-
neers, and the departments of flight con-
trol and crew scheduling. Each demands
specific attention for their specific tasks,
but all are co-ordinated into an efficient
whole.
Couk (in photo at right) is further as-
sured of efficiency by the group concept
of Pacific's new general office building.
All personnel are now centered in one con-
venient and concentrated area. Within this
area Couk and his associates are planning
the training programs for the introduction
of 737 jets.
FINANCE
Harry W. Swenson has recently been ap-
pointed Vice President-Finance, and
utilizing fully the capabilities of Pacific's
IBM Computer System 360 has brought
rewarding innovations to his department.
All of the company's accounting activi-
ties are now being co-ordinated in a more
effective manner. Information and guid-
ance concerning budgets and cost-con-
trols are being advanced to each of the
departments, and paper work is being
reduced to provide a more efficient opera-
tion. An integrated and flexible budget
,system will soon be introduced. Mr. Swen-
son appears in the photo at right.
6
FINANCIAL HIGHLIGHTS
FINANCIAL
Total revenues
Operating income
Net income
Income per share-based on the weighted average of
the number of shares outstanding during the year
Long-term debt
Working capital
Stockholders' equity
Shares outstanding at end of year .
Book value per share .
( a) Adjusted to reflect 10% stock dividend April 15, 1966
ST A TISTICAL
Revenue miles flown
Available seat miles (000) .
Revenue passenger miles (000)
Revenue passengers .
Passenger load factor .
Passenger revenues per passenger mile
Number of airports served .
Number of aircraft
Number of employees at end of year
7
1966
$16,773,105
$ 286,953
$ 150,716
$ 0.12
$ 4,608,614
$ 270,270
$ 6,255,246
1,305,110
$ 4.79
6,937,094
336,023
171,544
835,062
51.1%
7.2
30
18
969
1965
$14,684,589
$ 1,462,036
$ 700,337
$ 0.65(a)
$ 2,518,405
$ 837,833
$ 6,237,502
1,186,580
$ 4.78(a)
6,302,180
261,311
138,379
695,131
53.0%
7.3
30
18
802
PACIFIC AIR LINES, INC. BALANCE SHEET
CURRENT ASSETS:
Cash (including time deposits, 1966 and 1965-
$1 ,000,000, pledged in 1966)
Accounts receivable:.
United States Government:
Mail, passenger and other
Refundable federal income taxes
Traffic and agents
ASSETS
Refundable advances for construction of building (Note 6)
Insurance claims and miscellaneous, less allowance
for doubtful accounts (1966 and 1965-$8,000)
Expendable parts and suppl ies, at approximate cost less reserves .
Prepaid expenses
Total current assets
PROPERTY AND EQUIPMENT, at cost-
pledged under notes payable (Note 2):
Flight equipment .
Ground and other equipment .
Less-Accumulated depreciation and amortization
Advance payments on flight equipment (Note 6)
OTHER ASSETS:
Route extension and development expense, less amortization
Preoperating cost of new flight equipment, less amortization
Other.
8
December 31
1966 1965
$ 1,381 ,756
876,641
273,~00
685,258
1,275,186
317,518
550,308
137,120
5,496,787
12,538,461
1,285,770
13,824,231
5,986,922
7,837,309
2,061 ,078
9,898,387
208,021
665,488
94,390
967,899
$16,363,073
$ 2,230,168
614,807
475,396
60,270
545,745
193,222
4,119,608
11 ,780,154
1,124,358
12,904,512
5,296,604
7,607,908
288,855
7,896,763
120,323
65,977
62,638
248,938
$12,265,309
LIABILITIES
CURRENT LIABILITIES:
Notes payable to bank- current instalments (Note 2)
Accounts payable
Taxes collected or withheld from others
Accrued expenses
Unearned transportation revenue .
Federal income taxes
6 % convertible subordinated debentures,
redeemed in January 1966
Total current liabilities .
LONG-TERM DEBT:
Notes payable to bank (Note 2)
Advances under long-term loan commitment
(secured by $1,000,000 in time deposits) (Note 6)
Equipment contracts payable .
FEDERAL INCOME TAXES DEFERRED TO FUTURE YEARS
STOCKHOLDERS' EQUITY (Notes 1, 2 and 4):
Common stock:
Authorized, 2,000,000 shares of 50 par value per share
Outstanding, 1966-1,305,110; 1965....:1,186,580 shares
Paid-in surplus
Earned surplus, per accompanying statement .
COMMITMENTS AND CONTINGENT LIABILITIES (Note 6)
9
December 31
$
1966
647,690
3,273,263
187,437
849,774
268,353
5,226,517
1,582,376
3,000,000
26,238
4,608,614
272,696
652,555
3,905,139
1,697,552
6,255,246
$16,363,073
$
1965
986,448
1,224,401
238,049
316,080
211,265
178,754
126,778
3,281,775
2,518,405
2,518,405
227,627
593,290
2,438,079
3,206,133
6,237,502
$12,265,309
PACIFIC AIR LINES, INC. STATEMENT OF INCOME AND EARNED SURPLUS
Operating revenues:
Passenger
Mail .
Express, freight and excess baggage
Other
Public service revenue
Operating expenses:
Flying operations .
Maintenance .
Passenger service
Aircraft and traffic servicing
Promotion and sales .
General and administrative
Depreciation .
Amortization of preoperating and route development costs.
Operating income .
Other expenses:
Interest (less interest income, 1966-$68,765; 1965-$64,465)
Loss on disposition of assets
Other
Income before federal income taxes and
extraordinary item .
Federal income taxes, exclusive of taxes related to extraordinary item:
Provision (refund) for current year (after investment credit,
1966-$55,000; 1965-$94,000)
Def erred to future years .
Income before extraordinary item
(per share: 1966-$.08; 1965-$.65)
Gain realized on disposition of Martin aircraft,
less related income taxes of $44,000 (per share $.04) .
Net income for the year (per share:
1966-$.12; 1965-$.65) (Notes 3 and 7)
Earned surplus:
Balance, beginning of year . . . . .
Provision for vacation pay as of January 1, 1966,
less related federal income taxes of $113,521 (Note 3) . . . . .
Transferred to common stock and paid-in surplus at time of stock dividend .
Balance, end of year .
10
Year ended December 31
1966 1965
$12,274,373 $10,134,450
298,278 266,622
435,358 394,977
169,510 193,857
13,177,519 10,989,906
3,595,586 3,694,683
16,773,105 14,684,589
4,326,112
3,456,121
648,867
3,790,570
1,852,581
1,273,622
1,068,425
69,854
16,486,152
286,953
121 ,792
14,844
26,491
163,127
123,826
(126,000)
147,000
21,000
102,826
47,890
150,716
3,206,133
(122,982)
(1,536,315)
$ 1,697,552
3,364,356
2,983,030
506,538
3,038,357
1,316,260
969,663
1,016,967
27,382
13,222,553
1,462,036
258,718
8,398
19,583
286,699
1,175,337
414,000
61,000
475,000
700,337
700,337
2,505,796
$ 3,206,133
PACIFIC AIR LINES, INC. STATEMENT OF SOURCE AND APPLICATION OF FUNDS
Source of funds:
From operations:
Net income for the year
Expenses which did not require cash outlay:
Depreciation and amortization
Provision for overhaul of aircraft .
Provision for taxes deferred to future years
Advances under long-term loan commitment .
Net proceeds from sales of equipment, less 1966 gain of $91,890
(included in net income for the year) .
Application of funds:
Long-term debt paid or maturing currently .
Additions to flight and ground equipment
(including two Boeing 727 jet engines in 1966)
Advances on purchase of flight equipment
Overhaul costs of airframes and engines
Preoperating costs of aircraft .
Route development
Provision for vacation pay as of January 1, 1966,
less related federal income tax
Other, net
Working capital:
Beginning of year .
End of year .
Net decrease in working capital
Net decrease in working capital
11
Year ended December 31
1966
$ 150,716
1,138,279
685,569
147,000
2,121,564
3,000,000
237,351
5,358,915
909,791
1,432,088
1,772,223
788,658
652,461
104,602
122,982
143,673
5,926,478
$ 567,563
$ 837,833
270,270
$ 567,563
1965
$ 700,337
1,044,349
636,506
61,000
2,442,192
24,410
2,466,602
1,213,726
192,457
288,855
684,757
30,430
97,999
24,138
2,532,362
$ 65,760
$ 903,593
837,833
$ 65,760
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1966
Note 1-Change of state of incorporation:
On July 14, 1966 Pacific Air Lines, Inc., an Arizona corporation, was merged into
the Company for the purpose of changing its state of incorporation from Arizona to
Delaware. In connection therewith the number of shares of common stock authorized
was changed from 40,000,000 to 2,000,000.
Note 2-Notes payable to bank: December 31
1966 1965
5 % note payable in monthly instalments of
$38,550 to April 1967, and thereafter in
monthly instalments of $5,550 to February
1969 . . . . . . . . . . . . . . $ 292,090
5 % note payable in monthly instalments of
$38,000 to March 1971 1,937,976
Total . . . . . . . 2,230,066
Less-Instalments due within one year 647,690
Instalments due after one year $1,582,376
$ 754,690
2,750,163
3,504,853
986,448
$2,518,405
The Company's turbo-prop aircraft and related spare parts are pledged as security
under chattel mortgages for the loans.
Under the terms of the loan agreements, the Company has agreed that (1) it will
not, without the prior 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) it will maintain current assets at least equal to current liabilities (excluding the
current portion of notes payable).
Note 3-Accrued vacations:
As of January 1, 1966 the Company adopted the practice of accounting for vaca-
tion pay on an accrual basis and the accrued liability, less related income taxes, has
been charged to earned surplus as of that date. As a result of this change net income
for 1966 is approximately $29,000 less than it would have been under the method pre-
viously followed. The effect of this change on net income for the year 1965 was not
material.
12
Note 4-Paid-in surplus:
Balance, December 31, 1965 . . $2,438,079
Excess of market value over par value of 118,470 shares of com-
mon stock issued as a 10% stock dividend on April 15, 1966
(after deducting expenses of issuance) .
Excess of amount received over par value of 60 shares of common
stock sold in connection with incorporation in the State of
Delaware .
Balance, December 31, 1966 .
Note 5-Pension plans:
1,466,070
990
$3,905,139
The Company has two pension plans for pilot personnel and one pension plan
for non-pilot personnel. Of the pilots' pension plans, one has been non-contributory
since 1962 and the other, a variable benefit plan, became non-contributory in August
1966. The non-pilot pension plan has been contributory since its inception. During
1966, earnings were charged with $286,638 representing the Company's share of cur-
rent and past service pension costs.
At December 31, 1966 unfunded past service costs under the plans amounted to
$482,000 which will be funded over future years at a rate which should accumulate
sufficient funds to meet pension obligations to employees as they retire.
Note 6-Commitments and contingent liabilities:
As of December 31, 1966 the Company had aggregate lease commitments of
$3,029,000 payable as follows: 1967-$832,000; 1968-$516,000; 1969-$128,000;
1970 through 1979-$929,000; and 1980 through 1990-$624,000. These leases relate
to land, terminal facilities and aircraft and include the following major lease commit-
ments: (a) lease of two Boeing 727 jet aircraft delivered in 1966 and (b) lease of cer-
tain land at the San Francisco International Airport for a new maintenance base and
office building which the Company occupied in January 1967. The Company has
arranged to finance the new building facilities, which were contracted for at an
approximate cost of $1,700,000, by means of a sale and leaseback arrangement with
a non-profit organization. At December 31, 1966, $1,275,186 had been expended for
construction costs of the new building facilities and is included in current assets in
the accompanying balance sheet. The sale and leaseback is subject to the non-profit
organization's obtaining a favorable ruling from the Internal Revenue Service regard-
ing its income. The proposed lease provides for approximately equal semiannual
payments from September 1967 to March 1986 and the unpaid rental balance in
March 1986. The lease also contains two options to extend the term for ten years
each to a terminal date of November 2005. If these options are exercised the unpaid
rental balance at March 1986 would be payable in approximately equal semiannual
payments over the extended term.
13
The Company is committed to purchase six Boeing 737 and one Boeing 727 jet
aircraft at an approximate aggregate cost of $30,000,000, including spare parts. The
Boeing 727 jet aircraft was delivered March 10, 1967, and the six Boeing 737 jet air-
craft are scheduled for delivery during the latter part of 1967 through early 1969.
The jet aircraft are to be financed by means of long-term bank loans of which
$16,000,000 has been arranged to date. In connection with this financing the pres-
ently outstanding notes payable to bank are to be retired.
At December 31, 1966 $3,000,000 has been advanced by the Bank under the
long-term commitment. The new long-term bank loan, when executed, is to be
secured by chattel mortgages on the Company's jet and turbo-prop aircraft and
related spare parts.
On March 3, 1967 the Company entered into a lease-purchase agreement for a
Model 737 digital flight simulator, delivery to be made within twelve months. The term
of the lease is twenty-five months from the date of delivery at a monthly rental of
$15,000. The agreement contains an obligation to purchase at a varying purchase
price, from $988,000 at the date of delivery decreasing to $784,816 at the end of the
lease period. In the event of cancellation by Pacific prior to April 17, 1967, the Com-
pany is obligated to pay $60,000 to the lessor. After April 17, 1967, the agreement is
non-cancellable.
On March 18, 1967 the Company completed arrangements to lease three addi-
tional Fairchild F-27 turbo-prop aircraft. One lease is for a period of two years at an
annual rental of $198,000; the remaining two leases are for a period of five years at
an annual rental of $192,000 each. The leases contain an option to renew under terms
similar to the original terms of the lease or under other mutually agreeable terms and
an option to purchase upon thirty days' written notice by Pacific. If the Company
exercises the purchase option a portion of the rental payments made (as specified
in the Agreement) will apply to the purchase price of approximately $900,000 per
aircraft.
The Company has been named defendant in several lawsuits resulting from the
crash in May 1964 of one of its Fairchild F-27 turbo-prop aircraft. In the opinion of
Company officials any liability that may result from claims for passenger fatality as a
result of the crash should be adequately covered by insurance.
Note 7-Net income for the year:
In accordance with a recent pronouncement of the Accounting Principles Board
of The American Institute of Certified Public Accountants, an extraordinary item has
been included in the determination of net income for the year.
Per share data are based on the weighted average of the number of shares out-
standing during the respective periods, retroactively adjusted for the 10% stock
dividend issued in 1966.
14
PRICE WATERHOUSE & Co.
120 MONTGOMERY STREET
SAN FRANCISCO 94104
To the Board of Directors and Stockholders of
Pacific Air Lines, Inc.
March 20, 1967
In our opinion, the accompanying balance sheet, the related statement of income
and earned surplus and the statement of source and application of funds present
fairly the financial position of Pacific Air Lines, Inc., at December 31, 1966, the results
of its operations and the supplementary information on funds for the year, in con-
formity with generally accepted accounting principles, applied on a basis consistent
with that of the preceding year, except for the change (which we approve) in the
method of accounting for vacation pay described in Note 3 to the financial state-
ments. Our examination 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. It was not practicable to obtain confirmation of certain receivables
from the United States Government by direct correspondence, but we satisfied our-
selves as to these amounts by application of other auditing procedures.
15
TRANSFER AGENTS
BANK OF AMERICA N. T. & S. A.
300 Montgomery Street
San Francisco, California
BANK OF NEW YORK
48 Wall Street
New York, New York
REGISTRARS
WELLS FARGO BANK
450 Mission Street
San Francisco, California
IRVING TRUST COMPANY
One Wall Street
New York, New York
ANNUAL MEETING
May 8, 1967, 11 o'clock (E. D.T.)
in the morning
No. 100 West Tenth Street
Wilmington, Delaware
Pacific Air Lines introduced its distinctive
new stewardess uniforms this month. They
were designed by Saks Fifth Avenue,
New York City.
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