ANN PACIFIC NORTHERN AIRLINES ~~~_L_~ PACIFIC NORTHERN AIRLINES, INC. Directors G. P. O'GRADY, WASHINGTON, D. C. JOHN A. CUNNINGHAM, SEATTLE, WASHINGTON PAUL PORZELT, NEW YORK, NEW YORK R. A. ROWAN, LOS ANGELES, CALIFORNIA M. B. KIRKPATRICK, ANCHORAGE, ALASKA C. W. NELSON, SEATTLE, WASHINGTON A.G. WOODLEY, SEATTLE, WASHINGTON Officers A. G. WOODLEY, PRESIDENT AND GENERAL MANAGER H. A. OLSEN, VICE PRESID.ENT-TRAFFIC AND SALES JOHN A. CUNNINGHAM, VICE PRESIDENT-OPERATIONS J. H. FOSTER, VICE PRESIDENT-ENGINEERING AND MAINTENANCE FELIX AUBUCHON, VICE PRESIDENT-ALASKA OPERATIONS C. W. NELSON, SECRETARY-TREASURER M. E. DIAMOND, ASSISTANT SECRETARY DEAN B. HART, ASSISTANT SECRETARY GENERAL COUNSEL: G. P. O'GRADY, 1625 EYE STREET, WASHINGTON, D. C. GENERAL OFFICES: 1626 EXCHANGE BUILDING, SEATTLE, WASHINGTON CITY TICKET OFFICES ANCHORAGE KODIAK JUNEAU HOMER CORDOVA PORTLAND KETCHIKAN KENAI SEATTLE AUDITORS: LYBRAND, ROSS BROS. & MONTGOMERY TRANSFER AGENT: BANKERS TRUST COMPANY, NEW YORK, NEW YORK REGISTRAR: MANUFACTURERS TRUST COMPANY, NEW YORK, NEW YORK Common Stock listed on the American Stock Exchange and the Pacific Coast Stock Exchange President's Report TO THE STOCKHOLDERS OF PACIFIC NORTHERN AIRLINES: 1957 was a successful year in all respects. The most significant achievement was the award of a permanent franchise for overseas operations, pursuant to a special act of Congress. All the routes of Pacific Northern, both within Alaska and between the United States and Alaska, are now permanently certificated for persons, property and mail. This was a goal of the utmost importance which had been sought for many years. The Company now enjoys permanent security of its routes and is able to plan effectively its long range development unhampered by uncertainty and time- consuming and costly certificate renewal proceedings. The 85th Congress also enacted other aviation statutes which offer material bene- fits to Pacific Northern. During the 1957 session, legislation was passed authorizing the Government to guarantee loans obtained by airlines for the purchase of airline equipment up to a maximum for any one carrier of $5 million. Early in 1958 another bill was enacted permitting airlines to retain capital gains realized upon retirement of flight equipment for reinvestment in new types of aircraft. These statutes should greatly facilitate the Company's long range financing plans for eventual replace- ment of the Constellation fleet with turbo-prop or jet aircraft. Operating profits in 1957 amounted to $673,000 after depreciation of $644,000. This resulted in net income of $261,000 after income taxes and nonoperating expenses totaling $412,000. Total revenues of $10 million were the highest in the Company's history, continuing the trend which has resulted in the doubling of revenues during the past five years. 1 2 As the dominant airline in the Alaska market, Pacific Northern continued to pro- vide more service to the Territory than any other carrier and established new traffic highs in 1957. The Company's revenue passenger miles, 36% larger than its next ranking competitor, totaled almost 106 million, a gain of 15% over last year. Total revenue ton-miles were in excess of 15 million, up 10% over 1956. Mail traffic in- creased to 1,121,000 ton-miles, a gain of 24% over last year. Cargo ton-miles of 2,985,000 were lower than in 1956, but the effect upon total revenues was only a fraction of one per cent. The following tabulation summarizes Pacific Northern's growth since 1952, which was the first full year of its overseas operations: Calendar Total Revenue Revenue Year Revenues Passenger Miles Ton-Miles 1957 $10,030,000 105,820,000 15,564,000 1956 9,608,000 92,103,000 14,211,000 1955 7,821,000 76,037,000 12,658,000 1954 6,476,000 59,547,000 10,426,000 1953 6,129,000 58,912,000 10,157,000 1952 5,024,000 42,224,000 6,723,000 The year was noteworthy in many other respects. The Company continued its unbroken record of 26 years of operation without a passenger fatality and again qualifies for the National Safety Council award. A fourth Lockheed Constellation was purchased and placed in revenue service in June of 1957 pursuant to financing arrangements which are described in accompanying notes to the financial statements of this report. A retirement income plan for flight officers of the Company was put into effect on February 1, 1957, and a similar retirement plan was made available on January 1, 1958, to all employees not covered by collective bargaining agree- ments. The group insurance plan was revised on July 1, 1957, to provide much more liberal hospital and medical benefits to employees and their families. The Company's stock, which has been listed on the American Stock Exchange since 1953, was listed on the Pacific Coast Stock Exchange on August 1, 1957. In January of 1958, the Civil Aeronautics Board ordered an investigation to de- termine whether the four airlines now operating between the United States and Alaska could be reduced in number by merger, consolidation, route transfer, sus- pension, or similar arrangements. The C.A.B.'s power to accomplish any such result is extremely limited and, accordingly, the Board has stated that it prefers to deal with the problem on the basis of voluntary proposals from the airlines. In addition to Pacific Northern, the carriers included in the investigation are Pan American World Airways, Alaska Airlines and Northwest Airlines. Although this proceeding will probably extend over a period of several years before final conclusions are reached, Pacific Northern welcomes the investigation and is in complete accord with the Board's objectives. It is obvious that the elimination of one or two of the carriers now serving the States-Alaska market would greatly strengthen the econo- mic position of the remaining airlines and would probably enable them to conduct highly profitable operations without Government subsidy. As the largest and most economically situated carrier in the Alaska market, Pacific Northern is confident that its own long range development will be greatly enhanced if conclusive action is taken with respect to any of the other carriers. The outlook for 1958 is highly promising. Significant activities are now taking place in Alaska in connection with tourism, petroleum exploration, pulp and timber development and military defense construction. There appears to be no question that the Territory's rapid economic development will continue at an accelerated pace and that these activities will be directly reflected in Pacific Northern's further substantial growth. A. G. WOODLEY PRESIDENT AND GENERAL MANAGER 3 4 AUDITOR'S REPORT LYBRAND, Ross BROS. c.. MONTGOMERY CERTIFIED PUBI.I C AC C OU N TANTS Pacific Northern Airlines, Inc. Seattle, Washington We have examined the balance sheet of PACIFIC NORTHERN AIRLINES, INC. ,tQCll. " 0 " O LOUI SV LI.C LOS ANGl!:Llt S S U TT1.C COOPERS C. LYBRA N D as of December 31, 1957, and the related statement of income and retained earnings for the year then ended. It was not practicable to confirm the balances receivable from the United States Government. We satisfied ourselves as to these balances by means of other auditing procedures. Our examination 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 circumstances. Changes in accounting methods prescribed by the Civil Aeronautics Board in connection with the revised system of accounts for air carriers effective January 1, 1957 are reflected in the accompanying statements as explained in the financial comments. In our opinion, the accompanying balance sheet and 3tatement of income and retained earnings present fairly the financial position of Pacific Northern Airlines, Inc. at December 31, 1957, and the results of its operations for the year then ended, in conformity with generally accepted accounting principles, applied on a consistent basis except for the changes referred to in the preceding paragraph. A.4. ::-:-t .. ~1o... Seattle, W a s h i n g t o n ~ fY6-p-- March 26, 1958 PACIFIC NORTHERN AIRLINES, INC. (AN ALASKA CORPORATION) STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED DECEMBER 31, 1957 OPERATING REVENUES: Passenger Air mail Cargo and excess baggage Other transport service Incidental revenues, net Total OPERATING EXPENSES: Flying operations Maintenance . Aircraft and traffic servicing Passenger service Promotion and sales General and administrative Depreciation . Operating profit OTHER EXPENSES, NET: Interest expense . Miscellaneous income Income before provision for taxes thereon Provision for federal and territorial income taxes Net income . Retained earnings, January 1, 1957 Amortization of property acquisition adjustment (deduct) Retained earnings, December 31, 1957 The financial comments on page 8 $2,972,405 1,851,084 1,935,107 630,978 636,664 686,861 644,020 191,262 38,812 are an integral part of the financial statements $ $ 5,919,866 2,997,409 964,789 70,132 78,136 10,030,332 9,357,119 673,213 152,450 520,763 259,638 261,125 713,070 (43,340) 930,855 5 6 PACIFIC NORTHERN AIRLINES, INC. (AN ALASKA CORPORATION) BALANCE SHEET, DECEMBER 31, 1957 Current: Cash Receivables: Traffic balances United States Government Other Less allowance for losses Maintenance and operating supplies, at average cost Prepaid expenses, mainly insurance . Total current assets Investments: ASSETS Cash surrender value of life insurance Aeronautical Radio, Inc. stock, at cost Property and equipment, at cost: Flight equipment Ground equipment Buildings and improvements to leased property Replacement parts for flight equipment Construction work in progress N onoperating property and equipment, net of $59,262 depreciation . Deferred charges, llet of amortization: Property acquisition adjustment Route extension and development Preoperating expenses-Constellations Other Assets $6,849,391 565,788 501,484 456,480 31,516 $8,404,659 The financial comments on page 8 $ 558,189 1,184,935 83,345 1,826,469 27,830 28,539 1,000 Allowance for Depreciation $2,494,577 362,097 200,063 208,382 $3,265,119 86,680 22,695 87,094 43,760 are an integral part of the financial statements. LIABILITIES Current: $ 204,438 Current portion of long-term debt Accounts payable: Trade. $ 689,293 Airline traffic accounts 545,481 Collections, etc. as agents 98,963 1,798,639 Accrued liabilities: 389,918 Salaries and wages 120,735 120,561 Other . 108,249 2,513,556 Provision for income taxes Air travel plan deposits Unearned transportation revenue 29,539 Total current liabilities . Long-term debt: Chattel mortgage notes to bank, noncurrent portion Note payable, officer, due January 1, 1961 STOCKHOLDER EQUITY 5,139,540 Common stock, authorized 2,000,000 shares, 12,240 par value $1 each, issued and outstanding 1,068,109 shares 1,068,109 Paid-in surplus - no change during 1957 584,905 1,653,014 Retained earnings, all of which are restricted, statement annexed . 930,855 240,2.29 $7,935,104 The financial comments on page 8 are an integral part of the financial statements. $ 765,600 1,333,737 228,984 267,000 13,175 149,072 2,757,568 2,568,667 25,000 2,583,869 $7,935,104 7 8 FINANCIAL COMMENTS UNIFORM SYSTEM OF ACCOUNTS: The Company has regularly maintained its accounting records in accordance with the uniform system of accounts for air carriers prescribed by the Civil Aero- nautics Board. Effective January 1, 1957, the Board issued a revised system which made changes, among others, in the ex- pense classifications, and in the accounting treatment of certain investments in flight equipment and in airframe maintenance costs. The changes have been reflected in the Company's records for the year ended December 31, 1957, and have had no sig- nificant effect upon the amount of net in- come reported by the Company, inasmuch as they were recognized in the proceeding which established the U. S. mail pay, re- ferred to in the succeeding note. U. S. MAIL PAY: Under provisions of the Civil Aero- nautics Act, the Company is entitled to a reasonable return on investment after income taxes, such provisions to be ad- ministered by the Civil Aeronautics Board. On April 23, 1957, the Board issued an order instituting a proceeding which (1) reopened the current final mail rates for the purpose of determining new final mail rates, and (2) established reduced tempo- rary mail rates effective April 23, 1957. On December 27, 1957, the Board fixed final mail rates which provided additional mail compensation amounting to $439,257 for the period April 23 through November 30, 1957. This amount is reflected in the 1957 financial statements and was received by the Company in early January 1958. In the same proceeding the Board established final future rates which were used by the Company to compute the December 1957 mail pay and will remain in effect until action is taken by either the Board or the Company to revise them prospectively. AMORTIZATION OF DEFERRED CHARGES: The Company is amortizing route exten- sion and development and preoperating expenses - Constellations in accordance with the policy established in 1955. In 1957 the Board of Directors of the Company authorized the amortization of the Property Acquisition Adjustment Ac- count to be accomplished in three equal annual charges to retained earnings begin- ning in the current period. LONG-TERM DEBT: In May 1957, the Company acquired an additional Lockheed Constellation aircraft financed in part from the proceeds of a $1,000,000 bank loan. In connection with this acquistion and financing , certain modifications were made in the terms of the loan agreement dated February 27, 1956, including an extended payment peri- od. The December 31, 1957 balances of the loans aggregated $3,334,267, on which in- terest ranges from 5% to 6% (current- ly 6%). Substantially all of the Company's flight equipment is pledged under chattel mortgages as collateral. The loan agree- ment contains certain restrictions and lim- itations including, among other things, dividend payments. RETIREMENT PLAN : During 1957 the Company agreed to the establishment of a contributory retirement plan for flight officers and paid into the plan's trust fund and charged to operating expenses $57,125 which included a portion of the amount necessary to fund past serv- ice requirements. The Company's obli- gation for past service requirements at December 31, 1957, was computed to be approximately $153,000 by the Company's independent actuaries. As of January 1, 1958, the Board of Directors established a contributory re- tirement plan for employees whose em- ployment is not subject to the terms of collective bargaining agreements. Past service requirements have been computed by the Company's independent actuaries to be approximately $163,000 which will be paid into the plan by the Company during succeeding years. The Company has filed application with the United States Treasury Department for approval of the flight officers' retire- ment plan, and management intends to file for approval of the other retirement plan in 1958. CONTINGENT LIABILITIES: As of December 31, 1957, the Company was contingently liable for claims arising in the normal course of business in which it is or may be a defendant, but in the opinion of legal counsel the ultimate lia- bility, if any, will not materially affect the financial statements. COMPARISONS TRAFFIC Revenue Passenger Miles Revenue Ton-Miles of Traffic: Passenger . Mail. Cargo Excess baggage . . Total Revenue Ton-Miles FINANCIAL Operating Revenues: Passenger Mail. Cargo Excess baggage Other Total Revenues Operating Expenses: Other than depreciation Depreciation . Total Operating Expenses Operating Profit N onoperating Expenses Income Taxes . Net Income Retained Earnings at Year End Common Shares OutstaJ1ding Stockholder Equity- Net . This Year 1957 105,820,000 11,323,000 1,121,000 2,985,000 135,000 15,564,000 $ 5,920,000 2,997,000 871,000 94,000 148,000 $10,030,000 $ 8,713,000 644,000 $ 9,357,000 $ 673,000 152,000 260,000 $ 261,000 $ 931,000 1,068,109 $ 2,584,000 Last Year 5 Years Ago 1956 1952 92,103,000 42,224,000 9,845,000 4,402,000 904,000 522,000 3,365,000 1,743,000 97,000 56,000 14,211,000 6,723,000 $ 5,237,000 $ 2,713,000 3,191,000 1,740,000 950,000 495,000 74,000 45,000 156,000 31,000 $ 9,608,000 $ 5,024,000 $ 7,889,000 $ 4,026,000 583,000 390,000 $ 8,472,000 $ 4,416,000 $ 1,136,000 $ 608,000 192,000 71,000 550,000 299,000 $ 394,000 $ 238,000 $ 713,000 $ 50,000 1,068,109 666,444 $ 2,366,000 $ 716,000