Western Air Express Corporation Burbank, California ANNUAL REPORT 1938 WESTERN AIR EXPRESS CORPORATION OFFICERS President .. - - .. ALVIN P. ADAMS Vice--President Operations .. - ,. - CHARLIE N. JAMES Vice--President Traffic .. .. .. .. .. THos. WoLFE Secretary and Treasurer ...... L. H. DWERLKOTTE Ass't. Secretary ,. - ,., - E. H. BROWN DIRECTORS Chairman: CHARLES BOETTCHER II ALVIN P. ADAMS STANLEY w. GUTHRIE SERGE F. BALLIF, JR. CHARLIE N. JAMES L. H. DWERLKOTTE JAMES Q. NEWTON, JR. HAROLD P. FABIAN w. F. NICHOLSON ALFRED FRANK THOS. w OLPE RALPH WAYCOTT REGISTRAR Citizens National Trust & Savings Bank, Los Angeles, California STOCK TRANSFER AGENT Security--First National Bank of Los Angeles, California AUDITORS Peat, Marwick, Mitchell & Co. GENERAL OFFICES Union Air Terminal, Burbank, California March 17, 1939 TO THE STOCKHOLDERS: There is submitted herewith Profit and Loss Statement of your company for the calendar year 1938, together with the Balance Sheet of the company as of December 31, 1938, to which is appended the report of Messrs. Peat, Marwick, Mitchell & Company, accountants and auditors. Operations of the company for the year 1938 resulted in a net loss of $12,531.72 after all taxes and charges, including provision of $162,567.44 for depreciation. In 1937 a net loss of $34,939.58 was sustained after depreciation charges of $94,508.25. On February 25, 1939 the Interstate Commerce Commission released its decision on our petition for an increase in the air mail rate for the San Diego- Salt Lake City route, as a result of which the air mail rate of pay has been in- creased from 28-1 /3c to 33-1 /3c per airplane mile flown with mail, retroactive to December 28, 1937. Mail income received by the company in 1938 amounted to $754,650.51 as compared with $469,511.11 in 1937. The bulk of this increase is accounted for by the above increase in rates, increased mileage authorizations, and the fact that the 1937 figure includes only five months' operation of the Salt Lake City-Great Falls route. Mail revenue on the latter route, allowing for a full year's operation, increased $14,837.73 or 6.5 % in 19 38 over 19 37, while mail revenue on the San Diego-Salt Lake City route increased $146,056.96 or 39.5%. Passenger revenue for 1938, amounting to $451,156.71, consists of $390,671.60 cash revenue and $60,485.11 "Trade Exchange" revenue. Cash passenger revenue during 1938 amounted to $390,671.60, an increase of 19.8 % over the $325,919.98 earned in the previous year. The majority of this increase is accounted for by the 1937 figure including only five months' operation of the Salt Lake City-Great Falls route. Cash passenger revenue over the San Diego- Salt Lake City route increased 8.3% over the previous year, while the Salt Lake City-Great Falls route, allowing for a full year's operation in 1937, increased 23.5%. Passenger revenue on the San Diego-Salt Lake City route was increased in the face of added competition from streamlined trains and other airlines. During the year certain local passenger rate experiments were conducted. It is believed that our present rates, providing for a round trip fare of one and one half times the one way rate between local points on the company's route, are at levels at which maximum passenger revenue can be realized. On the present rate levels, the company is receiving approximately 4.45c per passenger mile on the San Diego-Los Angeles-Salt Lake City route and approximately 4.1 0c per passenger mile on the Salt Lake City-Great Falls route. Excluding "Trade Exchange" advertising, operating costs per airplane mile in 1938 amounted to 53c as compared with 48.9c in 1937. This increase is mainly accounted for by larger equipment employed in service, compliance with Govern ... ment regulation and legislation, increased taxes, and efforts toward improved safety of operation. Your company in 1938 paid a total of $48,412.64 in taxes, excluding income and sales tax. In 1937, $35,630.79 was so paid. The manage,. ment has endeavored and will continue to effect as many economies as possible, consistent with safety of operation and proper service. The following table shows revenue and expense comparisons for the past four years, together with certain operating statistics: Passenger Revenue---Cash ......... . Passenger Revenue-- Trade Exchange ....................... . Mail Revenue ............................... . Express .......................................... . Other Revenue ............................. . GROSS REVENUE .............. . Operating & General Expenses .. Trade Exchange Advertising .... . Depreciation ................................. . TOTAL OPERATING EXP. Net Operating Income ................ . Miscellaneous Charges ............... . Net Income Before Federal Income Tax .............................. . Revenue Miles Flown ................. . Revenue Passengers Carried ...... . Revenue Seat Miles ..................... . Mail Poundage ............................. . Express Poundage ....................... . ( ) Denotes Red Figures. 1938 60,485 754,650 39,651 34,145 $1,279,603 1,062,532 60,485 162,567 $1,285,584 5,981) 6,551 ( 12,532) 2,309,938 28,738 10,551,761 893,920 312,209 $ $ 1937 29,588 469,511 39,620 22,074 886,713 834,991 29,588 94,508 959,087 (72,374) (37,434) (34,940) 1,898,520 21,776 7,654,174 707,873 386,400 1936 $ 352,947 $ $ 10,608 330,198 37,038 10,193 740,984 546,069 10,608 95,639 652,316 58,298 1,533,356 20,242 7,473,774 506,448 475,274 $ $ $ 1935 269,368 289,763 18,935 8,923 586,989 495,295 71,109 566,404 (8,188) 1,213,274 13,736 4,915,129 298,287 198,389 Balance Sheet of the company shows current assets of $341,442.10, includ ... ing cash of $139,654.40, as against current liabilities of $85,837.31. As of December 31, 1937, current assets amounted to $217,425.99, including cash of $53,112.73, as against current liabilities of $201,816.03. The improved financial position of the company is accounted for by the sale of 130,818 shares of stock at $2.00 per share to stockholders and underwriters last May and to the gain in cash from operations in 1938. During the year the company made capital ex,., penditures of $276,548.67, of which $175,415.26 was for the purchase of addition- al flying equipment, including a Douglas Skylounge, two Boeing 247 ... D airplanes and three spare engines for the Douglas airplanes. The Boeings were purchased to replace the Lockheeds, which were returned to the factory April 27, 1938. The outlook for 1939 is promising. The enactment by Congress last year of the Civil Aeronautics Act of 1938, which in effect placed the Administration and regulation of the United States air transport companies in the hands of an independent five member agency, will do much toward the encouragement and development of air transportation. Your company's application to the Civil Aeronautics Authority for an increase in its air mail rates over the San Diego ... Los Angeles,..,Salt Lake City division to 43c per mile and over the Salt Lake City ... Great Falls division to 50c per mile, was heard before that body February 23rd and 24th, 1939. It is expected that the Authority will arrive at a decision in this matter within a short period of time. A contract between this company and United Air Lines Transport Corporation, providing for interchange of sleeper equipment over the lines of the two companies thereby eliminating the change of airplanes at Salt Lake City, Utah, is expected to be filed with the Civil Aero,., nautics Authority for approval within the next few weeks. The placing of this arrangement into operation should materially improve the service offered to the public and should reflect itself in improved passenger revenue. Your company has currently on file with the Civil Aeronautics Authority an application to ex,., tend its line from Great Falls, Montana to Lethbridge, Alberta, a distance of approximately 175 miles. The Lethbridge extension would permit connection with the system of Canadian airways at this point and should have a material effect on the business of this company. It is anticipated that a hearing will be held shortly on this matter before the Authority. Respectfully yours, ALVIN P. ADAMS. President ASSETS Current Assets: Cash on Hand and in Banks ....................... . Accounts Receivable: Accounts Receivable from United States Post Office Department... .................... . Customers' Accounts Receivable ............. . Interline and Agents' Traffic Balances .. Sundry ( including $1,922.19, due from Officers and Employees) ..................... . Less Reserve for Doubtful Accounts ....... . Inventory of Parts and Supplies stated at the lower of Cost or Market ( determined by responsible officials on the basis of physical inventories) ................................. . Total Current Assets ....................... . Note Receivable-Secured by Deed of Trust ($1,800.00 due in 1939) ............................... . Investments: Securities of Other Corporations ................. . Property not used in Operations-at Cost -less Reserves of $4,870.70 ..................... . Properties and Equipment: Land and Land Improvements ..................... . Buildings and Leasehold Improvements ..... . Airplanes, Propellers and Engines ............. . Radio Communication, Shop and Other Equipment and Furniture and Fixtures ... . Less Reserve for Depreciation ..................... . Deferred Charges: Prepaid Insurance, Rent, Taxes, etc ............ . Development of Air Routes ......................... . Total. .................................................. . WESTERN AIR EXPRESS CORPORATION $ 118,023.21 20,070.27 10,289.32 14,713.54 163,096.34 5,098.17 1,724.34 5,669.77 24,206.94 90,224.92 507,304.06 152,464.11 774,200.03 301,274.82 23,147.72 6,585.89 BALANCE SHEET As at December 31, 1938 LIABILITIES Current Liabilities: $ 139,654.40 Accounts Payable-Trade ........................... . 157,998.17 43,789.53 341,442.10 7,231.52 7,394.11 472,925.21 J 29,733.61 $ 858,726.55 Interline and Agents' Traffic Balances ....... . Accrued Liabilities: Salaries, Wages and Commissions.............. $ Insurance ........................................................ . Taxes, including Social Security Taxes ..... . Other ............................................................ . Total Current Liabilities ................... . Unused Portion of Tickets Sold ......................... . Reserve for Contingencies ................................... . Capital Stock and Surplus: Capital Stock: Authorized, 500,000 Shares of $1.00 each (Note 1) Outstanding, 396,309 Shares ................... . Capital Surplus ......................................... . Operating Deficit ...................................... . Contingent Liabilities ( Note 2) Total. .................................................. . Notes constituting a part of the foregoing Balance Sheet are submitted on the following page. 8,657.41 6,388.07 8,111.37 5,000.65 396,309.00 621.775.4.7 1,018,084.47 $ 56,565.73 1,114.08 28,157.50 85,837.31 5,315.15 5,850.00 256,360.38 761,724.09 $ 858,726.55 WESTERN AIR EXPRESS CORPORATION Balance Sheet. Continued NOTES CONSTITUTING A PART OF THE FOREGOING BALANCE SHEET Note 1, Capital Stock: In accordance with an employees' stock purchase plan, 3,855 shares of capital stock were issued to the employees and manage-- ment of the Company during the year ended December 31, 1938, and additional subscriptions ( which may be cancelled at the option of the subscriber in whole or in part prior to issuance and delivery of the stock) for 13,911 shares were received therefrom. Note 2, Contingent Liabilities: The Company is the defendant in three lawsuits aggregating in excess of $825,000.00 for damages arising from deaths and in-- juries of passengers on the Company's airplanes which crashed on December 15. 1936. and January 12. 1937. A compromise settle-- ment has been agreed upon. subject to Court approval, in connec-- tion with one suit filed against the Company. and a verdict in favor of the Company was returned on December 29. 1938. relative to the other two lawsuits. It is anticipated that appeals will be taken by the plaintiff. Liability insurance in substantial amounts was carried by the Company, but should final judgment in these cases exceed the limits of insurance coverage the Company will be liable for the excess amounts. WESTERN AIR EXPRESS CORPORATION PROFIT AND LOSS ACCOUNT For the Year ended December 31, 1938 Operating Revenue: MaiL ...................................... : ........................ . Passenger ........................................................ . Express and Freight ..................................... . Other ............................................................... . Total Operating Revenue ..................... . Operating and General Expenses ........................ . Depreciation ........................................................... . Operating Loss ...................................... . Miscellaneous Charges: Loss on Disposal of Equipment ................... . Interest ............................................................ . Expenses of Property not used in Operations .................................................. . Sundry ............................................................ . Less Miscellaneous Income .......................... . Miscellaneous Charges (Net) ............. . Loss ......................................................... . $1,123,016.83 162,567.44 3,219.27 1,345.14 963.94 1,853.50 7,381 .85 830.89 SURPLUS (DEFICIT) ACCOUNTS Capital Surplus Balance as at December 31, 1937 ...... . Depreciation Adjustments re Eight Airplane Engines applicable to Prior Year ......................................... $8,794.41 Additional Mail Revenue applicable to Prior Year.................................... 1,279.44 Federal Income and Gasoline Taxes paid for Prior Years, including interest thereon ................................ . Balance as at December 31, 1937, as adjusted ............................................ . Loss for Year ended December 31 , 1938 .................................................. . Airport Leases and Rights not used in Operations, written off ............... . One--Half Proceeds from Sale of Capital Stock, less Expenses in connection therewith ($12,793.65) Balance as at December 31 , 1938 ....... . $ 499,896.12 499,896.12 499,896.12 121,879.35 $ 621,775.47 $ 754,650.51 451,156.71 39,650.90 34,145.39 1,279,603.51 1,285,584.27 5,980.76 6,550.96 $ 12,531.72 Operating Deficit 204,705.00 10,073.85 194,631.15 19,823.51 214,454.66 12,531 .72 29,374.00 256,360.38 To the Board of Directors of WESTERN AIR EXPRESS CORPORATION We have made an examination of the Balance Sheet of Western Air Express Corporation as at December 31, 1938, and of the Profit and Loss and Operating Deficit Accounts for the yeat' 1938. In connection therewith, we examined or tested accounting records of the Company and other supporting evidence and obtain-- ed information and explanations from officers and employees of the Company; we also made a general review of the accounting methods and of the operating and income accounts for the year, but we did not make a detailed audit of the transactions. In our opinion, based on such examination, the accompanying Balance Sheet and related Profit and Loss, Operating Deficit and Capital Surplus Accounts fairly present, in accordance with ac-- cepted principles of accounting consistently maintained by the Company during the year under review, its position as at December 31, 1938, and the results of its operations for the year. Los Angeles, California. March 7, 1939. PEAT, MARWICK, MITCHELL l:!J Co.