_ 1963_ ANNUAL REPO RT PACIFIC NORTHERN AIRLINES THE ALASKA FLAG LINE PACIFIC NORTHERN AIRLINES Directors: Officers: G. P. O'GRADY, Washington, D. C. PAUL PORZELT, New York, New York R. A. ROW AN, Los Angeles, California M. B. KIRKPATRICK, Anchorage, Alaska C. W. NELSON, Seattle, Washington H. A. OLSEN, Seattle, Washington A. G. WOODLEY, Seattle, Washington A. G. WOODLEY, President and General Manager H. A. OLSEN, Vice President-Traffic and Sales J. H. FOSTER, Vice President-Engineering Maintenance FELIX AUBUCHON, Vice President-Alaska Operations T. D. STUART, Vice President-Industrial Relations C. W. NELSON, Secretary-Treasurer M. E. DIAMOND, Assistant Secretary D. B. HART, Assistant Secretary GENERAL COUNSEL: G. P. o'GRADY, 1625 EYE STREET N.w., WASHINGTON, D. c. GENERAL OFFICES: SEATTLE-TACOMA INTERNATIONAL AIRPORT, SEATTLE, WASHINGTON CITY TICKET OFFICES: SAN FRANCISCO, PORTLAND, SEATTLE, KETCHIKAN, JUNEAU, CORDOVA, ANCHORAGE, KENAI, HOMER, KODIAK, KING SALMON, YAKUTAT AUDITORS: PEAT, MARWICK, MITCHELL & co. TRANSFER AGENTS: BANKERS TRUST COMPANY, NEW YORK, NEW YORK BANK OF AMERICA, N.T.& S.A., SAN FRANCISCO, CALIFORNIA REGISTRAR: MANUFACTURERS HANOVER TRUST COMPANY, NEW YORK, NEW YORK CROCKER-CITIZENS NATIONAL BANK, SAN FRANCISCO, CALIFORNIA COMMON STOCK LISTED: AMERICAN STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE To the Stockholders of Pacific Northern Airlines: All the Company's personnel in Alaska and their families escaped injury and all the Company's property was undamaged when the most powerful earthquake on record struck the Alaska area on March 27. Major earthquake damage was suffered in the Anchorage area and seismic sea waves carried major destruction to the port cities of Kodiak, Seward, Valdez, Whittier, Cordova and to many smaller com- munities. Deaths and injuries are far lower than expected, but prop- erty losses will be counted in the hundreds of millions of dollars when the full extent of damage becomes known. It is too early to assess the full meaning of this disaster; however, plans are being formulated for massive federal aid to the stricken areas. Al- though the nature and scope of these programs are not yet clearly defined, consideration is being given by the government to measures for rehabilitation such as enabling legislation to authorize extension of credits by the Federal Reserve Board to banks in the disaster area and the application of retroactive war disaster type insurance to cover actual losses. Preliminary estimate of the total losses incurred by earthquake and water damage is in excess of five hundred million dollars; however, there is complete confidence that effective federal aid will be extended to permit speedy and full recovery of Alaska's economy. Many business properties in the Anchorage area suffered far less damage than had first been feared. Hotels and motels are confident that repairs can be made to restore accommodations to previous levels in time for the summer tourist business, which has the lar- gest bookings of any year thus far. It is felt that if accommoda- tions can be provided there will be little or no effect from the quake experienced in this very important segment of Alaska's economy. Severe damage to surface transport facilities such as highways, bridges 1 and docks, coupled with the need for speedy rebuilding of the affected area, will unquestionably increase air traffic demands far above normal levels during the initial phases of recovery. The Company anticipates no problems in expanding its services to meet any unusual demands for air support. The results shown on the Company's financial statements do not properly reflect the position of the Company. This is because the Civil Aeronautics Board has not yet acted on petitions of the Com- pany to fix mail rates retroactive to October 1, 1962. Since that date the Company has received only temporary mail compensation at rates which obviously are inadequate to meet the carrier's needs. The Federal Aviation Act and the stated policy of the Civil Aeronautics Board provide for payment of adequate rates of compensation to permit a carrier to earn a fair return on its investment after taxes. Accordingly, the Company believes it is entitled to and will receive an amount required to produce this result. The Company's invest- ment of approximately $14 million is the largest investment in any form of transportation dedicated solely to Alaskan service. In February, the Company took occupancy of its new administration and maintenance base at Seattle-Tacoma International Airport. Advance planning, coupled with ideal weather conditions, permitted complete transfer to the new location without disruption of any func- tion of the airline's operation. This new facility, expressly designed for PNA's existing and prospective requirements, is the largest of its kind in the Pacific Northwest and Alaska. With the exception of its District Sales Office located in downtown Seattle, this facility now houses under one roof all the Company's activities in this area which were previously maintained at eight widely separated locations. It is believed this consolidation will result in improved efficiency in all de- partments and will ultimately result in savings which are expected to be as high as several hundred thousand dollars per year. In the fall of 1963 the Civil Aeronautics Board concluded public hear- ings on its investigation of the air service pattern between the Pacific Northwest and Alaska. The case is now awaiting a decision of the hearing examiner, and it is expected this decision will be released in the very near future. However, final orders of the Board in this case probably cannot be obtained before the end of this year. The evidence introduced at the hearings reinforces the Company's conviction that the final orders of the Board in this investigation will result in better public service and in more profitable operations for the Company. The Civil Aeronautics Board authorized the .suspension of the Com- pany's winter operations between Anchorage and King Salmon, and approved the deletion of PNA's service to Iliamna and Big Mountain. The Company anticipates modest financial advantages from these alterations. Special mention should be made of the dedication and ingenuity demonstrated by the Company's personnel during the earthquake disaster. Although Alaska-bound flights were turned back from An- chorage at the time of the earthquake because of the complete disrup- tion of communications, during the night Company personnel set up emergency facilities so that scheduled operations were restored the following morning and they have continued without interruption since that time. Through their tireless efforts in the aftermath of this emergency our employees are continuing to demonstrate their allegiance to Alaska and their faith in its future, which I am sure is shared by all Alaskans. This spontaneous energy and loyalty assures a confident outlook for the 49th State and for the Company. PRESIDENT AND GENERAL MANAGER 3 4 PACIFIC NORTHERN A/Rl/NESt/NC. (AN ALASKA CORPORATION) Balance Sheet, December 31, 1963 [ ASSETS LIABILITIES Current assets: Cash Receivables: Traffic United States Government agencies (note 1) Refundable Federal taxes on income . Other . . . . . . . . . . . . . . . Less allowance for doubtful receivables . Maintenance and operating supplies, at average cost. Less allowance for obsolescence . Prepaid expenses, principally insurance Total current assets . . . . . . Investments, principally cash surrender value of life insurance Operating properties and equipment, at cost (notes 2 and 4): Flight equipment . . . . . . Ground equipment . . . . . Buildings and improvements to leased property . . . . . . Replacement parts for flight equipment Construction work in progress Deferred charges, net of amortization: Preoperating expenses: Jet aircraft . . . . . . Airport hangar building lease . Debt expense Other . . .. See accompanying notes to financial statements. Assets $16,041,800 1,066,379 176,891 1,483,970 28,841 18,797,881 $1,015,604 459,227 18,090 93,718 1,586,639 19,451 355,855 120,974 Allowances for depreciation, amortization and overhauls 6,376,968 668,085 146,100 565,005 7,756,158 395,000 87,949 482,949 33,201 3,415 $ 814,651 1,567,188 234,881 290,030 2,906,750 136,895 11,041,723 519,565 $14,604,933 I f Current liabilities: Notes payable to bank, unsecured . . . . . . Current installments on long-term debt (note 2). Accounts payable: T rade . . . . . . . . Airline traffic accounts Collections as agent . . Accrued wages, taxes, interest, etc. Air travel plan deposits . . . . Unearned transportation revenue Total current liabilities $1,196,225 724,598 187,159 Long-term debt, less current installments of $1,234,715 (note 2) . . . . . . . Provision for deferred taxes on income (note 3) . . . . . . . . . . . . . . Stockholders' equity: Common stock-$1 par value per share. Authorized 2,000,000 shares; issued and outstanding 1,068,109 shares (note 2) . . . . . . . . . . . . . Paid-in surplus-no change during 1963 Retained earnings (deficit) (note 2) . . Contingent liabilities and commitments (notes 4 and 5) See accompanying notes to financial statements. 1,068,109 584,905 1,653,014 (117,483) $ 400,000 1,234,715 2,107,982 472,103 43,350 197,890 4,456,040 8,166,170 447,192 1,535,531 $14,604,933 5 6 PACIFIC NORTHERN AIRLINES. INC. (AN ALASKA CORPORATION) Statement of Earnings and Retained Earnings Year ended December 31, 1963 Operating revenues: Passenger . Mail (note 1) Cargo and excess baggage Other operating revenues . Total operating revenues Operating expenses: Flying operations Maintenance and repairs Aircraft and traffic servicing Passenger service . . . . . Promotion and sales General and administrative Depreciation, amortization and obsolescence provisions Operating profit (loss) . . . . . . . . . . . . Non-operating expenses: Interest . . . . Other expenses, net Refundable Federal taxes on income (note 3) Net earnings (loss) . . . . . . . Retained earnings, January 1, 1963 Retained earnings (deficit), December 31, 1963 See accompanying notes to financial statements. $4,470,962 2,300,619 3,004,544 973,320 1,200,471 872,911 1,595,661 593,654 438 $ 9,270,390 2,012,537 l,807,q27 245,907 13,335,861 14,418,488 (1,082,627) 594,092 (1,676,719) 18,090 (1,658,629) 1,541,146 $ (117,483) Notes to Financial Statements December 31, 1963 1. U.S. mail pay: The Company is a certificated air carrier subject to regulation by the Civil Aero- nautics Board. Under provisions of the Federal Aviation Act, the Company is entitled to mail pay adequate in amount to provide it with a reasonable return on investment after income taxes. Since October 1, 1962 the Company has been receiving mail pay based on temporary rates which are subject to final negotiation and settlement. Management believes, based on past experience, that there will be a favorable retroactive adjustment (not reflected in the financial statements) to October 1, 1962 when rates are finally reviewed and settled. 2. Long-term debt: Long-term debt is summarized as follows: Secured: 5 -6% term loans from bank, secured by first mortgages on flight equipment . . . . . 6% term notes to manufacturers 5% note to supplier Total secured . . . . . . Unsecured : Subordinated to above indebtedness: 5% term loan from bank . . . . . . . . 6% subordinated debentures, issued with detachable warrants entitling holders to purchase 88,800 shares of the capital stock of the Company for $4.50 per share . . . . . 5% note payable . . . Total unsecured . . Total long-term debt Principal installments due within $ one year 786,199 333,664 14,852 1,134,715 50,000 40,000 10,000 100,000 $1,234,715 Total indebtedness $6,517,219 2,043,814 14,852 8,575,885 425,000 320,000 80,000 825,000 $9,400,885 As of December 30, 1963, the Company entered into an agreement for a 6% interim bank loan not to exceed $1,500,000 (none drawn in 1963), payable on demand or on May 31, 1964 if no demand is made. The interim loan is secured under the same provisions as the bank loans with an indebtedness of $6,517,219, shown above. Among other provisions, certain of the documents covering the Company's long- term borrowings require that the Company shall maintain specified amounts of working capital (provision waived as of December 31, 1963) and shall not declare or pay any dividends or purchase, redeem or otherwise acquire for value any of its capital stock. 7 8 3. Federal taxes on income: Certain adjustments (relating principally to depreciation and overhaul reserves and preoperating expenses) to income determined in accordance with the rules and regulations of the Civil Aeronautics Board are required to be made in de- termination of income reportable for tax purposes. The deferred income tax liability arising from the resulting differences between book and taxable income has been provided for in the estimated amount of $447,192 of which a provision reduction of $2,582 pertained to the year 1963. The Company has available for reduction of future Federal income taxes (prin- cipally pertaining to the next four years) a potential unused tax credit of $742,000 which resulted from acquisitions in 1962 and 1963 of operating properties and equipment. Application of such credit is limited as to each year to $25,000 plus twenty-five per cent of the tax liability in excess of $25,000. In addition, there is available under carryover provisions of the Internal Revenue Code, approxi- mately $1,550,000 of operating losses available to offset taxable income of the next seven years. 4. Long-term leases: Minimum annual rentals under leases expiring more than three years from December 31, 1963 aggregate $284,088. 5. Retirement plans: The Company has two contributory retirement plans covering (1) flight officers and (2) other employees of the Company. During 1963 the Company charged to operating expenses and other accounts, provisions totaling $232,780 of which $36,096 was for past service benefits. The unfunded past service benefit costs of both plans have been estimated by the Company's independent actuaries to aggregate $173,950 at December 31, 1963. PEAT, MARWICK. MITCHELL & Co. The Board of Directors C ERTIFIED PUBLIC ACCOUNTANTS 967 STUART BUILD.ING SEATTLE 1,WASHINOTON ACCOUNTANTS I REPORT Pacific Northern Airlines, Inc.: W e have examined the balance sheet of Pacific Northern Airlines, Inc. as of December 31, 1963 and the related statement of earnings and retained earnings for the year then ended. Our examination 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 confirm amounts due from certain United States Government agencies by communication with them, but we satisfied ourselves as to these amounts by means of other auditing procedures. In our opinion, subject to any retroactive increase in mail pay as mentioned in note 1 to the financial statements, the accompanying balance sheet and statement of earnings and retained earnings present fairly the financial position of Pacific Northern Airlines, Inc. at December 31, 1963 and the results of its operations for the year then ended, in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding year. Seattle , Washington March 18, 1964 eNOME POINT IIAltROW . KOTZEBUE fAUIIIAIIII.S ~~ 'f.p.. v ~ ANCHORAGE KING SALMON BRISTOL BAY ,C/~~D RDOYA * llOMER * u 33RD YEAR OF SERVICE TO ALASKA