W escern Air Express Corporation WESTERN AIR LINES, INC. RESEARCH DEPT. Burbank, California ANNUAL REPORT 1 939 WESTERN AIR EXPRESS CORPORATION OFFICERS ALVIN P. ADAMS - - - - - - President L. H. DwERLKOTTE - - First Vice-President; Secretary & Treasurer CHARLIE N. JAMES - THOS. WOLFE - - - Vice-President Operations Vice-President Traffic E. H. BROWN - - - - - Asst. Secretary 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 REGISTRAR RALPH WAYCOTT THOS. WOLFE 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 1, 1940 TO THE STOCKHOLDERS: There is submitted herewith Profit and Loss Statement of your company for the calendar year 1939, together with the Balance Sheet of the company as of December 31, 1939, to which is appended the report of Messrs. Peat, Mar-- wick, Mitchell & Co., accountants and auditors. Operations of the company for the year 1939 resulted in a net profit of $74,555.90 after all taxes and charges, including provision of $142,843.97 for depreciation and $12,500.00 for estimated Federal Income Taxes for the year 1939. For the year 1938 a net loss of $12,531.72 was sustained after depre-- ciation charges of $162,567.44. The improvement in earnings is attributed largely to increased passenger business and mail revenues. The latter resulted from an air mail rate increase received from the Civil Aeronautics Authority on August 8, 1939 retroactive in its application to October 28, 1938. The decision increased the rate for the Salt Lake--San Diego route from 33--1 /3c to 37c per mile flown with mail and for the Salt Lake--Great Falls route from 33--1 /3c to 40c. In establishing the new rates which added approximately $40,000.00 annually to the company's mail revenue the Civil Aeronautics Authority reduced the authorized mileages between airports approximately 9% thereby partially offsetting the benefits which otherwise would have been obtained from the increased rates. Mail revenue for the year 1939 amounted to $809,979.57 as compared with $754,650.51 for 1938 or an increase of 7.3%. Cash passenger revenue during 1939 amounted to $502,817.56 an increase of 28.7% over the $390,671.60 received in the previous year. Cash passenger revenue over the San Diego--Salt Lake route increased 26.6 % over the previous year, while the Salt Lake--Great Falls route increased 38.6%. Operating expenses in 1939, including $1,180.78 in Trade Exchange Advertising, were $1,301,074.96 as compared with $1,285,584.27 in 1938 which included $60,485.11 in similar advertising. Factors contributing toward in-- creased operating expenses were increased taxes and wages, expenses of par-- ticipating in hearings before the Civil Aeronautics Authority in Washington, D. C. and expenses of improving safety of operation. The following table shows revenue and expense comparisons for the past four years, together with certain operating statistics: 1939 1938 1937 1936 Passenger Revenue-Cash ....... $ 502,817 $ 390,672 $ 325,920 $ 352,947 Passenger Revenue- Trade Exchange ..................... 1,181 60,485 29,588 10,608 Mail Revenue .............................. 809,980 754,650 469,511 330,198 Express ....................................... 45,249 39,651 39,620 37,038 Other Revenue ........................... 28,020 34,145 22,074 10,193 GROSS REVENUE .............. $1,387,247 $1,279,603 $ 886,713 $ 740,984 Operating and General Expenses .................. 1,157,050 1,062,532 834,991 546,069 Trade Exchange Advertising .. 1,181 60,485 29,588 10,608 Depreciation ............................... 142,844 162,567 94,508 95,639 TOTAL OPERATING EXP $1,301,075 $1,285,584 $ 959,087 $ 652,316 Net Operating Income .............. 86,172 (5,981) (72,374) 88,668 Miscellaneous Charges ............. (884) 6,551 (37,434) 30,370 Net Income before Provision for Federal Income Tax ......... 87,056 (12,532) (34,940) 58,298 Provision for Federal Income Tax .............. 12,500 7,600 NET INCOME. ..................... 74,556 (12,532) (34,940) 50,698 Revenue Miles Flown ................ 2,277,161 2,309,938 1,898,520 1,533,356 Cash Revenue Passengers Carried ............... 30,005 25,004 19,872 20,017 Trade Exchange Passengers Carried ............... 70 3,734 1,904 225 Cash Revenue Seat Miles .............................. 11,011,742 9,262,832 7,074,581 7,411,721 Trade Exchange Seat Miles .............................. 23,799 1,288,929 579,593 62,053 Mail Poundage ........................... 957,884 893,920 707,873 506,448 Express Poundage ..................... 361,017 312,209 386,400 475,274 ( ) DENOTES RED FIGURES, NOTE :-Above statistics compiled using Post Office Department airway mileage to 8-1-99 and Civil Aeronautics Authority authorized "airport to airport" mileage thereafter, which represent an approximate 9% decrease. The Balance Sheet of the Company as at December 31, 1939 shows current assets of $512,973.65, including cash of $249,337.20 as against current liabilities of $258,246.45. As of December 31 , 1938, current assets amounted to $341,442.10, including cash of $139,654.40, as against current liabilities of $85,837.31. The current liabilities as at December 31, 1939 include $115,484.05 for the purchase of new type and replacement engines for the company's Douglas and Boeing airplanes. These airplanes were also given a major overhaul in the last quarter of 1939 at a cost of approximately $46,000.00. A hearing was held on June 19, 1939 before the Civil Aeronautics Authority on the matter of your company's application to extend its route northward from Great Falls, Montana to Lethbridge, Canada. A hearing was also held before the Authority for approval of 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 necessity of passengers changing airplanes at Salt Lake City, Utah. The latter matter was recommended in the report of the trial examiner and a final decision on both matters is expected at an early date. Pursuant to an option agreement between the holders of a majority of the outstanding stock of your corporation and United Air Lines Transport Corpor..- ation, the latter on July 8, 1939 filed an application with the Civil Aeronautics Authority captioned as follows: "Application of United Air Lines Transport Corporation under Section 408 ( b) of the Civil Aeronautics Act of 1938, for approval of the acquisition of control by United Air Lines Transport Corporation of Wes tern Air Express Corporation and approval of the merger of Western Air Express Corporation into United Air Lines Transport Corporation or the purchase by United Air Lines Transport Corporation of all of the assets of Western Air Express Corporation." This matter was designated as Docket No. 270 and was heard before the Authority on January 8, 1940 and it is expected that a decision will be released by the Authority in the near future. A very encouraging factor during the past year has been the improvement in passenger travel resulting from increased public confidence in the safety of airline operations. The industry have flown over 700 million passenger miles since the last fatality nearly a year ago. On this basis one could have flown 226,000 times across the continent safely. This enviable safety record was brought about by the intelligent regulation and assistance of the Civil Aero..- nautics Authority and the efficient work and cooperation of the personnel of the airlines, including the personnel of your company. All who participated in achieving this record are entitled to our sincere appreciation. In order that your company may in 1940 increase its business to the fullest extent we ask the aid of each of you in encouraging your associates and friends to use our services. It is gratifying to note that the rising trend of passenger business which began in 1939 still continues. It is believed we may look forward to the coming year with cautious optimism. By order of the Board of Directors. LEo H. DwERLKOTTE, First Vice..-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 $1,518.89 due from Officers and Employees) ...................... . Less Reserve for Doubtful Accounts ........ . Inventory of Parts and Supplies, at the lower of Cost or Market ............................ . Total Current Assets ...................... . Note Receivable-Secured by Deed of Trust ($1 ,800.00 due in 1940) .................................. . Investments: Securities of Other Corporations .................. . Property not used in Operations-at Cost- less Reserves of $5,791.58 .......................... . 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 ...................... . Def erred Charges: Prepaid Insurance, Rent, Taxes, etc ............. . Repair Parts to be removed from Airplane Engines Traded in (Estimated) .............. . Development of Air Routes .......................... . Total. ............................................... . $ WESTERN AIR EXPRESS CORPORATION 144,594.91 13,958.58 38,877.71 17,013.41 214,444.61 5,098.17 1,724.34 4,854.69 24,206.94 95,764.98 659,272.59 156,616.85 935,861.36 418,073.32 42,799.16 17,000.00 6,820.89 BALANCE SHEET As at Decemfer 31, 1939 $ 249,337.20 209,346.44 54,290.01 512,973.65 5,827.20 6,579.03 517,788.04 66,620.05 $1,109,787.97 LIABILITIES Current Liabilities: Accounts Payable-Trade ............................ . Interline and Agents' Traffic Balances ........ . Accrued Liabilities: Salaries, Wages and Commissions................ $ Insurance ......................................................... . Taxes, including Social Security Taxes ........ . Other ................................................................ . Reserve for Federal Income Tax ( Subject to Review by United States Treasury Dept.) .... . 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 404,000 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. 9,939.47 8,125.06 9,345.42 $ 208,894.97 562.09 8,879.44 36,289.39 404,000.00 629,466.47 1,033,466.47 12,500.00 258,246.45 7,664.18 3,113.79 192,702.92 840,763.55 $1,109,787.97 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, 7,691 shares of capital stock were issued to the employees and manage ... ment of the Company during the year ended December 31, 1939, 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 5,969 shares have been received therefrom. Note 2, Contingent Liabilities: The Company is the defendant in two lawsuits aggregating in excess of $710,000.00 for damages arising out of an accident involving one of its airplanes on January 12, 1937. These two lawsuits were consolidated for trial and a verdict in favor of the Company was returned on December 29, 1938, and appeals have been taken by the plaintiff. Liability insurance in substantial amounts was carried by the Company, but should final judgment exceed the limits of insurance coverage, the Company will be liable for the excess amounts. In addition to the foregoing, sundry suits have been filed against the Company aggregating approximately $50,000.00, a substantial portion of which is covered by liability insurance. WESTERN AIR EXPRESS CORPORATION PROFIT AND LOSS ACCOUNT For the Year ended December 31, 1939 Operating Revenue: Mail. _________________________________________________ _ Passenger _________________________________________ _ Express, Freight and Excess Baggage __________________________ _ Other ______ ------------------------------------------- Total Operating Revenue __ _ Operating and General Expenses _ _____ _ Depreciation _________________________________________ _ Operating Profit __________________ _ Miscellaneous Income: Interest and Discounts Received ____ _ Sundry ______________________________________________ _ Less Miscellaneous Charges: Losses on Disposal of Equipment Expense of Property Not used in Operations - Net ______________ _ Sundry ______ . ______________________________________ _ _ Miscellaneous Income (Net)----- Net Income before Provision for Federal Income Tax __________ _ Provision for Federal Income Tax ____ _ Net Income __________________________ _ $ 192.93 450.36 1,784.09 $1,158,230.99 142,843.97 1,509.35 1,801.78 3,311.13 2,427.38 SURPLUS (DEFICIT) ACCOUNTS Capital Surplus Balance as at December 31, 1938 .... - $ 621,775.47 Excess of Accrual of Additional Air Mail Revenue at December 31, 1938, over Payment received in 1939--- Additional Legal Fees and Expenses, in connection with the above Air Mail Rev-- enue, not accrued at December 31, 1938 ......... Balance as at December 31, 1938, as adjusted--- 621,775.47 Net Income for Year ended December 31 , 1939 .. One--Half Proceeds from Sale of Capital Stock.. 7,691.00 Balance as at December 31, 1939 ................. _ ....... $ 629,466.47 $' 809,979.57 503,998.34 $ 45,248.92 28,020.28 1,387,247.11 1,301,074.96 86,172.15 883.75 87,055.90 12,500.00 74,555.90 Operating Deficit 256,360.38 4,663.82 6,234.62 267,258.82 74,555.90 192,702.92 To the Board of Directors of WESTERN AIR EXPRESS CORPORATION We have examined the Balance Sheet of Western Air Express Corporation as at December 31, 1939, and the Profit and Loss and Surplus (Deficit) Accounts for the year ended on that date, have reviewed the system of internal control and the account..- ing procedures of the Company and, without making a detailed audit of the transactions, have examined or tested accounting records and other supporting evidence, by methods and to the extent we deemed appropriate. As at January 1, 1939, the Company changed the basis pre..- viously used in providing for depreciation of airplanes by extending the estimated remaining useful life thereof and as a result the depreciation provision for the year ended December 31, 1939, is approximately $32,000.00 less than would have been provided had the basis previously used been continued. In our opinion, the accompanying Balance Sheet and related Profit and Loss and Surplus (Deficit) Accounts present fairly the position qf Western Air Express Corporation at December 31, 1939, and the results of the operations for the year, in conform..- ity with generally accepted accounting principles which, except as indicated in the preceding paragraph, have been applied for the year on a basis consistent with that of the preceding year. Los Angeles, California, February 20, 1940. PEAT, MARWICK, MITCHELL & Co. I ',