BEFORE THE 

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Application of )

)

COMPASS AIRLINES, LLC )

) Docket No. OST-2014-0178

for amendment of authority of the )

Certificate of Public Convenience and )

Necessity issued under 49 U.S.C. )

41102 to engage in air transportation )

)

SUPPLEMENT NO. 2 TO

APPLICATION OF COMPASS AIRLINES, LLC

FOR AMENDED AUTHORITY

Communication with respect to this document should be addressed to:

David J.A. Hayes III, Esq. Lisa A. Harig

Vice President & General Counsel McBreen & Kopko

Trans States Holdings, Inc. 1501 Lee Highway, Suite 180

11495 Navaid Road Arlington, Virginia 22209

Bridgeton, Missouri 63044 (703) 247-5487

LHarig@mklawdc.com

Counsel for Compass Airlines, LLC

Dated: January 27, 2015
2

BEFORE THE 

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Application of )

)

COMPASS AIRLINES, LLC )

) Docket No. OST-2014-0178

for amendment of authority of the )

Certificate of Public Convenience and )

Necessity issued under 49 U.S.C. )

41102 to engage in air transportation )

)

Dated: January 27, 2015

SUPPLEMENT NO. 2 TO

APPLICATION OF COMPASS AIRLINES LLC

FOR AMENDED AUTHORITY

Compass Airlines, LLC (“Compass”) hereby files this Supplement No. 2 to its 

Application for amendment of authority of its Certificate of Public Convenience and Necessity. 

Compass is submitting the following attached exhibits pursuant to the Department’s letter dated 

January 20, 2015 which requested the following supplemental information: 

• Revised Exhibit 2 (Redacted) – Projected Statement of Operations for 12-

months ending September 30, 2014 and 2015; and

• Exhibit 5 – Income Statement for 12-months ended September 30, 2012 and 

2013.

Compass also confirms that it does not have a Board of Directors governing its 

operations; rather, the company continues to be led by two managing members, Richard Leach 

and Gerald Wigmore, both U.S. citizens. Additionally, Brian Randow, a U.S. citizen, serves as 

Compass’ Chief Operating Officer. Mr. Randow’s resume is attached as Exhibit 6.
3

Respectfully Submitted,

Lisa A. Harig

Counsel for Compass Airlines, LLC
4

CERTIFICATE OF SERVICE

I hereby certify that a copy of the foregoing document was served this 27th day of 

January, 2015 via electronic mail to the parties listed below:

Laura Remo laura.remo@dot.gov

Vanessa Balgobin vanessa.balgobin@dot.gov

__________________________

Lisa A. Harig
UNAUDITED 9/26/2014

COMPASS AIRLINES, LLC

(A Wholly Owned Subsidiary of Trans States Holdings)

Projected Statement of Operaitons

Statement of Operations

Twelve months ending September 30, 2014

(000's)

Operating revenues:

Passenger $ 143,571 

Other 154 

Total operating revenues 143,725 

Operating expenses:

Wages and benefits 65,455 

Aircraft fuel 728 

Aircraft / engine rent 435 

Maintenance and repair 38,126 

Insurance and taxes 8,253 

Depreciation 1,690 

Other 24,135 

Total operating expenses 138,822 

Operating profit 4,903 

Non-operating income (expense):

Interest income 14 

Other income 2,399 

Total non-operating income (expenses) 2,413 

Net income 7,316 
UNAUDITED 9/26/2014

COMPASS AIRLINES, LLC

(A Wholly Owned Subsidiary of Trans States Holdings)

Projected Statement of Operaitons

Statement of Operations

Twelve months ending September 30, 2015

NO GROWTH GROWTH

Current 42 A/C 42 + 20 A/C

(000's) (000's)

Operating revenues:

Passenger $ $ 

Other 

Total operating revenues 

Operating expenses:

Wages and benefits 68,073 74,903 

Aircraft fuel 750 838 

Aircraft / engine rent 448 501 

Maintenance and repair 40,033 44,863 

Insurance and taxes 8,583 9,995 

Depreciation 1,741 1,844 

Other 25,100 26,766 

Total operating expenses 144,728 159,710 

Operating profit 

Non-operating income (expense):

Interest income 

Other income 

Total non-operating income (expenses) 

Net income 
COMPASS AIRLINES, LLC 

(A Wholly Owned Subsidiary ofTrans States Holdings, Inc.) 

STATEMENTS OF INCOME AND COMPREHENSIVE INCOME 


PASSENGER REVENUES 

OPERATING EXPENSES 

Wages and benefits 

Fuel 

Repairs and maintenance 

Insurance and taxes 

Depreciation and amortization 

Other 

INCOME FROM OPERATIONS 

OTHER INCOME (EXPENSE) 

NET INCOME 

OTHER COMPREHENSIVE INCOME 

Actuarial loss on post retirement benefit obligation 

COMPREHENSIVE INCOME 

Years Ended September 30, 


2013 2012 


$134,310,234 $134,794,001 

57,697,963 53,070,240 

752,238 623,109 

37,403,112 43,405,332 

7,838,739 7,537,844 

1,687,831 1,865,509 

20,102,835 19,460,325 

125,482,718 125,962,359 


8,827,516 

33,672 

8,861,188 

8,831,642 

(174,569) 

8,657,073 

(432,090) 

$8,861,188 $8,224,983 


See accompanying notes to financial statements. Page 4 
01/26/2015

Brian M. Randow 

 

 

Industry Leading Operations Executive 

Progressive and performance-oriented with strong business and financial acumen.

Excels in directing safe, reliable, efficient, and cost-effective development/operational initiatives. 

 

Trusted business partner recognized for building consensus and cross functional collaboration with key internal and 

external stakeholders. Comfortable functioning as a catalyst for the introduction of best practices, approaches, 

processes, and systems designed to meet and exceed aggressive performance targets. 

 

Passionate, consultative, visible, and hands-on management style. Expert in selecting the right people for the right 

position while establishing clear authority and career paths. Acknowledged for integrity, ethics, and sound judgment. 

 Continuous Operational Improvement 

 Safety Management 

 Project Management Oversight 

 Team/Leadership Development 

 Human and Labor Relations Strategies 

 Strategic Business Planning 

 Financial Planning, Analysis, Reporting 

 Best Practice Mergers and Alignment 

 Change Management 

 Contract Administration

Key Contributions

Compass Airlines, 2014 – Spearheaded 3 year high profile implementation process of a Safety Management System 

(SMS) designed to predict and proactively manage risk/safety factors becoming the 8th U.S. Airline to completely deploy 

a full program.

Mesaba Airlines, 2006 – Requested by President to guide all facets of both the legal process and the reorganization 

of work agreements/union negotiations for four labor groups throughout bankruptcy restructuring. Led exit of 

bankruptcy and ensured company survival; generated combined labor savings of 16% and salary reductions of 7%. 

Professional Experience

COMPASS AIRLINES │ Minneapolis, MN 2009 – Present 

MSP based regional airline serving 60 cities in the U.S. Canada, and Mexico with 1,200+ employees. 

Vice President, Chief Operating Officer (COO) 2011 – Present 

Selected to lead all operating departments including Flight, Ground, Maintenance Operations, Quality/Audit, and Safety. 

Oversee support areas including Materials/Purchasing, Financial Planning and Analysis and all aspects of daily operations: 

business planning, reporting and analysis. Lead 5 Directors, 5 General Managers and 1,200 employees with operational 

bases in 4 major locations (MN, MI, KY, and Los Angeles, CA). 

 

 Increased Controllable Completion Factor (CCF) by 1⁄2 a percentage point within 3 years - translating into 

360 more completed flights (significant) a year while enhancing customer satisfaction by 11%, earning 

distinguished honor as a top tier airline and the number one ranked regional airline in the U.S. 

 Led negotiation and closure of 2 labor agreements. 2013: Closed first Compass Flight Attendant Agreement 

w/no work disruption or stoppage contributing net 1% increase to the bottom line. 2014: Closed the second 

Pilot Work Agreement w/no disruption or work stoppage. Both were closed w/minimal increases in cost and 

significant improvements in employee efficiency. 

 Continued leadership of build out for scalable, industry leading operations center to ultimately oversee 60+ 

cities/locations in the U.S., Canada, and Mexico. Center designed to react quickly to change while maximizing 

employee work flow and daily operations with minimal staff/cost via efficient process flows and technology. 
01/26/2015

Brian M. Randow | Page 2

Vice President, Chief Operating Officer (COO) – COMPASS AIRLINES continued 

 Guided best practice mergers as new entity with other companies in the TSH Holdings Family since 2010 

including Finance, Ground Operations, Planning/Staffing, and currently the Maintenance Department. Sought 

sound solutions and processes for all involved. 

 Spearheaded reduction of Inflight Department employee injuries from 44 to 4 annually. Assembled cross 

functional team to review issues, developed process for sustainable education and communication plans. 

Director System Operations Control (SOC), Crew Resources and Ground Operations 2009 – 2011 

Recruited to relocate Operations Center from Chantilly, VA to MSP and provide essential leadership, planning, 

development and management of system operations control including crew planning and scheduling. Primary member of 

leadership tasked with promoting cross divisional safety, reliability, and efficiency. 

 Designed 5 month plan to coordinate relocation of SOC to MSP taking into account operations, people, and 

resources. Achieved the goal of moving entire SOC overnight on October 1, 2009 with zero interruption to 

the flight schedule and customer expectations. Hired and trained 80% new staff for this substantial initiative. 

 Generated savings of $1.4M annually in reduced headcount through staffing/productivity management of 400 

Pilots and 400 Flight Attendants. Analyzed staffing and reduced overall headcount by 6%; managed absences 

more efficiently. Improved employee productivity by 3%; instituted enhanced staffing practices. 

 Developed first generation operation analysis department to define and utilize business metrics and set 

realistic objectives. Moving forward, each department was evaluated based on true performance and 

challenged to demonstrate meaningful YOY improvement based on goal setting. 

Early Career

DELTA/NORTHWEST AIRLINES │ Minneapolis, MN 2007 – 2009 

Domestic and international network serving 6 continents operating 5,000+ flights daily with ~ 80,000 employees. 

Director, Crew Training Resource/ Customer Support Management 

Led Crew Training Scheduling Call Center operations including training center resource inventory of 16 full flight 

simulators/16 fixed training devices, emergency equipment and classrooms. Oversight of pilot, flight attendant, and 

vendor training including 24 IAM contract employees and 3 Managers. 

 Transformed $10M asset utilized 65% of the time into 3rd party split revenue contract with Alteon/Boeing; 

elevated asset usage to 88%, generated previously non-existent external revenue. 

MESABA AIRLINES │ Eagan, MN 1996 – 2007 

This regional carrier ceased operations in 2012. All aircraft and personnel were transitioned to Pinnacle Airlines at that time. 

Director of Labor Relations (Special Assignment) 2006 – 2007 

 Directed Labor Relations department through U.S. Federal Bankruptcy process w/focus on part 1113c of 

bankruptcy code. Led teams that negotiated 3 new contracts; delivered annual payroll savings of 15.8%. 

Director of Systems Operations Control & Crew Resources 2004 – 2006 

 Special project group lead involved in assessing business growth opportunities. Achieved awards of 15 CRJ200 aircraft in 2005 and a second growth award in January 2007 of 36 CRJ-900 Aircraft.

Director of Crew Resource & Contract Administration 2001 – 2004 

 Negotiated labor/union solutions, implemented reciprocal negotiation strategies, managed labor relations in 

routine and emergency scenarios. This leadership contributed to 2006 labor relations special assignment. 

 Manager of Crew Planning 1999 – 2000

Multiple Promotions: Crew Planning/Crew Scheduling/Customer Service Agent 1996 – 1999

Education

Bachelor of Arts │ METROPOLITAN STATE UNIVERSITY – Saint Paul, MN 1996

A.A.S. and A.A. │ INVER HILLS COMMUNITY COLLEGE – Inver Grove Heights, MN 1993